See Full Document Text
UPDATED DRAFT RED HERRING PROSPECTUS - I
Dated: January 21, 2026
Please read Section 32 of the Companies Act, 2013
(This Updated Draft Red Herring Prospectus - I will be updated upon filing of the RHP with the RoC)
(Please scan this QR code to view the UDRHP-I) 100% Book Built Offer
PHONEPE LIMITED
(formerly known as PhonePe Private Limited)
CORPORATE IDENTITY NUMBER: U67190KA2012PLC176031
REGISTERED AND CORPORATE OFFICE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE
Office-2, Floor 5, Wing A, Block A, Salarpuria Ankit Gunvantrai Popat, Email: www.phonepe.com
Softzone, Bellandur Village, Varthur Hobli, Outer Company Secretary and compliance.officer@phonepe.com
Ring Road, Bangalore South, Bangalore 560 103, Compliance Officer Tel: +91 80 6910 4700
Karnataka, India
OUR PROMOTERS: WM DIGITAL COMMERCE HOLDINGS PTE. LTD. AND WAL-MART INTERNATIONAL HOLDINGS, INC.
DETAILS OF THE OFFER TO THE PUBLIC
TYPE SIZE OF SIZE OF THE TOTAL OFFER SIZE ELIGIBILITY AND SHARE
FRESH ISSUE OFFER FOR SALE RESERVATIONS AMONG QIBs, NIBs
AND RIBs
Offer for Sale Not applicable Up to 50,660,446 Up to 50,660,446 Equity Shares of The Offer is being made pursuant to
Equity Shares of face face value of ₹1 each aggregating up Regulation 6(2) of the Securities and
value of ₹1 each to ₹[●] million Exchange Board of India (Issue of Capital and
aggregating up to ₹[●] Disclosure Requirements) Regulations, 2018,
million as amended (“SEBI ICDR Regulations”) as
our Company does not fulfil the requirements
under Regulation 6(1)(b) of the SEBI ICDR
Regulations. For further details, see “Other
Regulatory and Statutory Disclosures –
Eligibility for the Offer” on page 455. For
details in relation to share reservation among
QIBs, NIBs and RIBs (as defined hereinafter)
see “Offer Structure” on page 490.
DETAILS OF THE OFFER FOR SALE
NAME OF SELLING TYPE NUMBER OF EQUITY SHARES WEIGHTED AVERAGE COST OF
SHAREHOLDER OF FACE VALUE OF ₹1 EACH ACQUISITION PER EQUITY SHARE
OFFERED (IN ₹)*
WM Digital Commerce Holdings Pte. Promoter Selling Up to 45,942,496 Equity Shares of face 1,996.80
Ltd. Shareholder value of ₹1 each aggregating up to ₹[●]
million
Tiger Global PIP 9-1 Ltd. Investor Selling Up to 1,039,160 Equity Shares of face 1,996.80
Shareholder value of ₹1 each aggregating up to ₹[●]
million
Microsoft Global Finance Unlimited Investor Selling Up to 3,678,790 Equity Shares of face 1,996.80
Company Shareholder value of ₹1 each aggregating up to ₹[●]
million
*As certified by Manian & Rao, Chartered Accountants (FRN No. 001983S), by way of their certificate dated January 21, 2026.
For further details, see “The Offer” on page 101.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity
Shares is ₹1 each. The Floor Price, Cap Price and the Offer Price determined by our Company, in consultation with the book running lead managers
(“BRLMs”), in accordance with the SEBI ICDR Regulations, and on the basis of the assessment of market demand for the Equity Shares by way of
the Book Building Process, as stated under “Basis for Offer Price” on page 140 should not be considered to be indicative of the market price of the
Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding
the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford
to take the risk of losing their entire investment. Bidders are advised to read the risk factors carefully before taking an investment decision in the
Offer. For taking an investment decision, Bidders must rely on their own examination of our Company and the Offer, including the risks involved.
The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI
guarantee the accuracy or adequacy of the contents of this Updated Draft Red Herring Prospectus - I. Specific attention of the Bidders is invited to
“Risk Factors” on page 39.
COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Updated Draft Red Herring Prospectus - I
contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this
Updated Draft Red Herring Prospectus - I is true and correct in all material aspects and is not misleading in any material respect, that opinions and
intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Updated Draft Red Herring Prospectus
- I as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling
Shareholders, severally and not jointly, accepts responsibility for and confirms only the statements expressly and specifically made by such SellingShareholder in this Updated Draft Red Herring Prospectus - I, solely in relation to itself as the Selling Shareholder and its respective portion of the
Offered Shares and confirms that such statements are true and correct in all material respects and not misleading in any material respect. No Selling
Shareholder, severally or jointly, assumes responsibility for any other statements, disclosures and undertakings, including without limitation, any of
the statements, disclosures and undertakings made or confirmed by or in relation to our Company or our Company’s business or any other Selling
Shareholders or any other person(s), in this Updated Draft Red Herring Prospectus - I.
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges, being BSE Limited
(“BSE”) and National Stock Exchange of India Limited (“NSE” and together with BSE, the “Stock Exchanges”). For the purposes of the Offer, the
Designated Stock Exchange shall be [●].
BOOK RUNNING LEAD MANAGERS
NAMES AND LOGOS CONTACT EMAIL AND NAMES AND LOGOS CONTACT EMAIL AND
OF THE BRLMS PERSON TELEPHONE OF THE BRLMS PERSON TELEPHONE
Ganesh Rane E-mail: Sagar Jatakiya/ E-mail:
Phonepe.ipo@kotak.co Krish Jain phonepe.ipo@axiscap.in
Tel: +91
2m
2 4336 0000
Tel: +91 22 4325 2183
Kotak Mahindra Capital Axis Capital Limited
Company Limited
Vidit Jain/ Rishank E-mail: Saurav S E-mail:
Chheda Phonepe_IPO@jpmorg phonepeipo@gs.com
an.com Tel: + 91 22 6616 9000
Tel: + 91 22 6157 3000
J.P. Morgan India Private
Goldman Sachs (India)
Limited
Securities Private Limited
Jitesh Agarwal E-mail: Akshat Shah / E-mail:
phonepe.ipo@citi.com Sahil Aggarwal phonepe.ipo@jefferies.c
Tel: +91 22 6175 9999 om
Tel: + 91 22 4356 6000
Jefferies India Private
Citigroup Global Markets
Limited
India Private Limited
Shantanu Tilak E-mail: Prachee Dhuri E-mail:
phonepeipo@morganst PhonePe.ipo@jmfl.com
anley.com Tel: + 91 22 6630 3030
Morgan Stanley India Tel: +91 22 6118 1000 JM Financial Limited
Company Private Limited
REGISTRAR TO THE OFFER
NAME AND LOGO OF THE REGISTRAR CONTACT PERSON E-MAIL AND TELEPHONE
M. Murali Krishna E-mail: phonepe.ipo@kfintech.com
Tel: +91 40 6716 2222/ 180 0309 4001
KFin Technologies Limited
BID/ OFFER PERIOD
ANCHOR INVESTOR BID/ OFFER PERIOD [●](1)
BID/ OFFER OPENS ON [●]
BID/ OFFER CLOSES ON [●](2)(3)
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor
Investor Bid/ Offer Period shall be one Working Day prior to the Bid/ Offer Opening Date.
(2) Our Company, in consultation with the BRLMs, may consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in
accordance with the SEBI ICDR Regulations.
(3) The UPI mandate end time and date shall be at 5.00 p.m. on the Bid/ Offer Closing Date.UPDATED DRAFT RED HERRING PROSPECTUS - I
Dated: January 21, 2026
Please read Section 32 of the Companies Act, 2013
(This Updated Draft Red Herring Prospectus - I will be updated upon filing of the RHP with the RoC)
100% Book Built Offer
PHONEPE LIMITED
(formerly known as PhonePe Private Limited)
Our Company was originally incorporated as ‘FX Mart Private Limited’ a private limited company under the Companies Act, 1956, pursuant to the certificate of incorporation dated December 18, 2012, issued by the Registrar of Companies, Punjab and Chandigarh at
Chandigarh. Subsequent to a change in our registered office from the state of Punjab to the state of Delhi pursuant to the Board resolution dated March 2, 2016, and the special resolution passed by our Shareholders on March 5, 2016, a fresh certificate of registration
dated August 1, 2016, was issued by the Registrar of Companies, Delhi at New Delhi. Subsequently, our Company changed its name to ‘PhonePe Private Limited’ pursuant to the Board resolution dated November 9, 2016 and the special resolution dated November 9,
2016, further to which a fresh certificate of incorporation dated November 18, 2016, was issued by the Registrar of Companies, Delhi at New Delhi. The change in name was undertaken to align the name of our Company with its current business activities and the brand
under which its services are offered, which was intended to enable better brand recognition and maximise overall stakeholder value. Thereafter, our registered office was changed from the state of Delhi to the state of Maharashtra pursuant to the Board resolution dated
July 29, 2019, and the special resolution passed by our Shareholders on July 29, 2019. A fresh certificate of registration dated February 13, 2020, was issued by the Registrar of Companies, Maharashtra at Mumbai. Thereafter, upon changing our registered office from
the state of Maharashtra to the state of Karnataka pursuant to the Board resolution dated August 12, 2022, and the special resolution passed by our Shareholders on August 16, 2022, a fresh certificate of registration dated July 14, 2023, was issued by the Registrar of
Companies, Karnataka at Bangalore. Our Company was subsequently converted into a public limited company pursuant to the Board resolution dated April 3, 2025 and special resolution passed by our Shareholders on April 16, 2025 and the name of our Company was
changed to ‘PhonePe Limited’. A fresh certificate of incorporation dated May 1, 2025 was accordingly issued by the Registrar of Companies, Central Processing Centre, Ministry of Corporate Affairs at Haryana. For further details on the changes in the name and registered
office of our Company, see “History and Certain Corporate Matters” on page 252.
Registered and Corporate Office: Office-2, Floor 5, Wing A, Block A, Salarpuria Softzone, Bellandur Village, Varthur Hobli, Outer Ring Road, Bangalore South, Bangalore 560 103, Karnataka, India;
Tel: +91 80 6910 4700; Website: www.phonepe.com; Contact person: Ankit Gunvantrai Popat, Company Secretary and Compliance Officer; E-mail: compliance.officer@phonepe.com;
Corporate Identity Number: U67190KA2012PLC176031
OUR PROMOTERS: WM DIGITAL COMMERCE HOLDINGS PTE. LTD. AND WAL-MART INTERNATIONAL HOLDINGS, INC.
INITIAL PUBLIC OFFERING OF UP TO 50,660,446 EQUITY SHARES OF FACE VALUE OF ₹1 EACH (“EQUITY SHARES”) OF PHONEPE LIMITED ( “COMPANY”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE INCLUDING
A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE (“OFFER PRICE”) AGGREGATING UP TO ₹[●] MILLION THROUGH AN OFFER FOR SALE (“THE OFFER”) OF UP TO 50,660,446 EQUITY SHARES OF FACE VALUE OF ₹1 EACH
AGGREGATING UP TO ₹[●] MILLION BY THE SELLING SHAREHOLDERS, CONSISTING OF UP TO 45,942,496 EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹[●] MILLION BY WM DIGITAL COMMERCE
HOLDINGS PTE. LTD. (THE “PROMOTER SELLING SHAREHOLDER”), UP TO 1,039,160 EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹[●] MILLION BY TIGER GLOBAL PIP 9-1 LTD. AND UP TO 3,678,790
EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹[●] MILLION BY MICROSOFT GLOBAL FINANCE UNLIMITED COMPANY (COLLECTIVELY, THE “INVESTOR SELLING SHAREHOLDERS” AND
TOGETHER WITH THE PROMOTER SELLING SHAREHOLDER, THE “SELLING SHAREHOLDERS”) AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS (“OFFER FOR SALE” AND SUCH EQUITY SHARES,
THE “OFFERED SHARES”). THE OFFER SHALL CONSTITUTE [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF EQUITY SHARES IS ₹1 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND, AND THE MINIMUM BID LOT SHALL BE DECIDED BY OUR COMPANY, IN
CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, AN ENGLISH NATIONAL DAILY NEWSPAPER, ALL EDITIONS OF JANSATTA, A HINDI NATIONAL DAILY
NEWSPAPER AND BENGALURU EDITION OF KANNADA PRABHA, A KANNADA DAILY NEWSPAPER (KANNADA BEING THE REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR REGISTERED AND CORPORATE OFFICE
IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR THE PURPOSE OF
UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.
In case of any revision in the Price Band, the Bid/ Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike
or similar unforeseen circumstances, our Company may, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of one Working Day, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any
revision in the Price Band and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the BRLMs and at the terminals
of the Syndicate Members and by intimation to the Self-Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the Sponsor Bank(s), as applicable.
This is an Offer in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. This Offer is being made through the Book Building Process in compliance with Regulation 6(2) of the SEBI ICDR Regulations wherein in terms of
Regulation 32(2) of the SEBI ICDR Regulations not less than 75% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion the “QIB Portion”) provided that our Company in consultation with
the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which 40% shall be available for allocation as follows, (i) 33.33% shall be available
for allocation to domestic Mutual Funds, and (ii) 6.67% for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds at or above the Anchor Investor Allocation
Price. In the event of undersubscription in (ii) above, the allocation may be made to Domestic Mutual Funds, at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. In the event of under subscription or non-allocation in the
Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion shall be available
for allocation on a proportionate basis to all QIBs (other than Anchor Investors) including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion,
the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Offer shall be available for allocation to Non-Institutional Bidders
(“NIBs”) of which (a) one third portion shall be reserved for Bidders with application size of more than ₹0.20 million and up to ₹1.00 million; and (b) two-thirds of the portion shall be reserved for Bidders with application size of more than ₹1.00 million, provided
that the unsubscribed portion in either of such sub-categories may be allocated to Bidders in other sub-category of the NIBs in accordance with SEBI ICDR Regulations and not more than 10% of the Offer shall be available for allocation to Retail Individual Bidders
(“RIBs”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. All Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”)
process by providing details of their respective ASBA accounts and UPI ID (in case of UPI Bidders (defined herein) using the UPI Mechanism), in which case the corresponding Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism, as applicable
to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion of the Offer through the ASBA process. For details, see “Offer Procedure” on page 493.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹1 each. The Floor Price and Cap Price, determined by our Company, in consultation with the BRLMs,
and the Offer Price determined by our Company, in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” on page 140, in accordance with the
SEBI ICDR Regulations, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the Equity Shares nor regarding the price at which the
Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Bidders are advised to read the risk factors carefully before taking
an investment decision in the Offer. For taking an investment decision, Bidders must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by SEBI, nor
does SEBI guarantee the accuracy or adequacy of the contents of this Updated Draft Red Herring Prospectus - I. Specific attention of the Bidders is invited to “Risk Factors” on page 39.
COMPANY AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Updated Draft Red Herring Prospectus - I contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the
information contained in this Updated Draft Red Herring Prospectus - I is true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly held and that there are no other facts, the omission
of which makes this Updated Draft Red Herring Prospectus - I as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility
for and confirms only the statements expressly and specifically made by such Selling Shareholder in this Updated Draft Red Herring Prospectus - I, solely in relation to itself as the Selling Shareholder and its respective portion of the Offered Shares and confirms that
such statements are true and correct in all material respects and not misleading in any material respect. No Selling Shareholder, severally or jointly, assumes responsibility for any other statements, disclosures and undertakings, including without limitation, any of the
statements, disclosures and undertakings made or confirmed by or in relation to our Company or our Company’s business or any other Selling Shareholders or any other person(s), in this Updated Draft Red Herring Prospectus - I.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to their letters each dated December
1, 2025. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and the Prospectus shall be delivered to the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the
material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 547.
BOOK RUNNING LEAD MANAGERS TO THE OFFER
Kotak Mahindra Capital Company Limited J.P. Morgan India Private Limited Citigroup Global Markets India Private Morgan Stanley India Company Private Axis Capital Limited
27BKC, 1st Floor, Plot No. C–27 J.P. Morgan Towers, Off C.S.T Road Limited Limited 1st Floor, Axis House
“G” Block, Bandra Kurla Complex Kalina, Santacruz - East 1202, 12th Floor, First International Financial Altimus, Level 39 & 40 P.B. Marg Worli
Bandra (East), Mumbai 400 051 Maharashtra, Mumbai 400 098 Centre G Block Bandra Kurla Complex Pandurang Budhkar Marg, Worli Mumbai 400 025
India Maharashtra, India Bandra (East), Mumbai 400 098 Mumbai 400 013 Maharashtra, India
Tel: +91 22 4336 0000 Tel: +91 22 6157 3000 Maharashtra, India Maharashtra, India Tel: +91 22 4325 2183
E-mail: Phonepe.ipo@kotak.com E-mail: Phonepe_IPO@jpmorgan.com Tel: +91 22 6175 9999 Tel: +91 22 6118 1000 E-mail: phonepe.ipo@axiscap.in
Website: https://investmentbank.kotak.com Website: www.jpmipl.com E-mail: phonepe.ipo@citi.com E-mail: phonepeipo@morganstanley.com Website: www.axiscapital.co.in
Investor Grievance E-mail: Investor Grievance E-mail: Website: Website: www.morganstanley.com/india Investor Grievance E-mail:
kmccredressal@kotak.com investorsmb.jpmipl@jpmorgan.com www.online.citibank.co.in/rhtm/citigroupglobalscr Investor Grievance E-mail: complaints@axiscap.in
Contact Person: Ganesh Rane Contact Person: Vidit Jain / Rishank Chheda een1.htm investors_india@morganstanley.com Contact Person: Sagar Jatakiya / Krish Jain
SEBI Registration No: INM000008704 SEBI Registration No: INM000002970 Investor Grievance E-mail: Contact Person: Shantanu Tilak SEBI Registration No: INM000012029
investors.cgmib@citi.com SEBI Registration No: INM000011203
Contact Person: Jitesh Agarwal
SEBI Registration No: INM000010718
REGISTRAR TO THE OFFER
Goldman Sachs (India) Securities Private Limited Jefferies India Private Limited JM Financial Limited KFin Technologies Limited
9th and 10th Floor, Ascent-Worli Level 16, Express Towers 7th Floor, Cnergy Selenium Tower B, Plot No.31-32
Sudam Kalu Ahire Marg Nariman Point Appasaheb Marathe Marg, Prabhadevi Gachibowli, Financial District
Worli, Mumbai 400 025 Mumbai 400 021 Mumbai 400 025 Nanakramguda, Serilingampally
Maharashtra, India Maharashtra, India Maharashtra, India Hyderabad 500 032
Tel: +91 22 6616 9000 Tel: + 91 22 4356 6000 Telephone: + 91 22 6630 3030 Telangana, India
E-mail: phonepeipo@gs.com E-mail: phonepe.ipo@jefferies.com E-mail: PhonePe.ipo@jmfl.com Tel: +91 40 6716 2222/180 0309 4001
Website: www.goldmansachs.com Website: www. jefferies.com Investor Grievance E-mail: grievance.ibd@jmfl.com E-mail: phonepe.ipo@kfintech.com
Investor Grievance E-mail: india-client-support@gs.com Investor Grievance E-mail: jipl.grievance@jefferies.com Contact Website: www.jmfl.com Website: www.kfintech.com
Contact Person: Saurav S Person: Akshat Shah / Sahil Aggarwal Contact Person: Prachee Dhuri Investor Grievance E-mail:
SEBI Registration No: INM000011054 SEBI Registration No.: INM000011443 SEBI Registration No.: INM000010361 einward.ris@kfintech.com
Contact Person: M. Murali Krishna
SEBI Registration No: INR000000221
BID/ OFFER PERIOD
BID/ OFFER OPENS ON [●](1)
BID/ OFFER CLOSES ON [●](2)(3)
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/ Offer Opening Date.
(2) Our Company, in consultation with the BRLMs, may consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations.
(3) The UPI mandate end time and date shall be at 5.00 p.m. on the Bid/ Offer Closing Date.TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 1
OFFER DOCUMENT SUMMARY ...................................................................................................................................... 15
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY
OF PRESENTATION ............................................................................................................................................................ 32
FORWARD-LOOKING STATEMENTS ............................................................................................................................. 38
SECTION II: RISK FACTORS ............................................................................................................................................. 39
SECTION III: INTRODUCTION ........................................................................................................................................ 101
THE OFFER ........................................................................................................................................................................ 101
SUMMARY OF RESTATED CONSOLIDATED FINANCIAL INFORMATION ........................................................... 103
GENERAL INFORMATION .............................................................................................................................................. 108
CAPITAL STRUCTURE .................................................................................................................................................... 116
OBJECTS OF THE OFFER ................................................................................................................................................ 138
BASIS FOR OFFER PRICE ................................................................................................................................................ 140
STATEMENT OF SPECIAL TAX BENEFITS .................................................................................................................. 151
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 156
INDUSTRY OVERVIEW ................................................................................................................................................... 156
OUR BUSINESS ................................................................................................................................................................. 194
KEY REGULATIONS AND POLICIES ............................................................................................................................ 235
HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................................... 252
OUR MANAGEMENT ....................................................................................................................................................... 271
OUR PROMOTERS AND PROMOTER GROUP ............................................................................................................. 293
DIVIDEND POLICY........................................................................................................................................................... 304
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 305
RESTATED CONSOLIDATED FINANCIAL INFORMATION ...................................................................................... 305
OTHER FINANCIAL INFORMATION ............................................................................................................................. 379
FINANCIAL INDEBTEDNESS ......................................................................................................................................... 384
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
............................................................................................................................................................................................. 387
CAPITALISATION STATEMENT .................................................................................................................................... 434
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 435
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS.......................................................................... 435
GOVERNMENT AND OTHER APPROVALS ................................................................................................................. 449
OTHER REGULATORY AND STATUTORY DISCLOSURES ...................................................................................... 454
SECTION VII: OUR GROUP COMPANIES ..................................................................................................................... 480
SECTION VIII: OFFER INFORMATION ......................................................................................................................... 484
TERMS OF THE OFFER .................................................................................................................................................... 484
OFFER STRUCTURE ......................................................................................................................................................... 490
OFFER PROCEDURE ........................................................................................................................................................ 493
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES.................................................................... 513
SECTION IX: DESCRIPTION OF EQUITY SHARE AND TERMS OF ARTICLES OF ASSOCIATION............... 515
SECTION X: OTHER INFORMATION ............................................................................................................................ 537
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................ 537
DECLARATION ................................................................................................................................................................... 541SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Updated Draft Red Herring Prospectus - I uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies or unless otherwise specified, shall have the meanings as provided below. References to any legislation,
act, regulation, rules, guidelines, circulars, notifications, directions, clarifications or policies or articles of association or
memorandum of association shall be to such legislation, act, regulation, rules, guidelines, circulars, notifications, directions,
clarifications or policies or articles of association or memorandum of association as amended, updated, supplemented, re-
enacted or modified from time to time, and any reference to a statutory provision shall include any subordinate legislation
made, from time to time, under that provision. In case of any inconsistency between the definitions given below and the
definitions contained in the General Information Document, the definitions given below shall prevail.
The words and expressions used in this Updated Draft Red Herring Prospectus - I but not defined herein shall have, to the
extent applicable, the same meanings ascribed to such terms under the SEBI ICDR Regulations, the SEBI Listing Regulations,
the SEBI Act, the Companies Act, the SCRA, the Depositories Act and the rules and regulations notified thereunder.
Notwithstanding the foregoing, the terms used in “Objects of the Offer”, “Basis for Offer Price”, “Statement of Special Tax
Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”, “Restated
Consolidated Financial Information”, “Financial Indebtedness”, “Outstanding Litigation and Material Developments”,
“Other Regulatory and Statutory Disclosures” and “Description of Equity Shares and Terms of Articles of Association” on
pages 138, 140, 151, 156, 235, 252, 305, 384, 435, 454 and 515, respectively, shall have the meanings ascribed to them in the
relevant section.
General terms
Term Description
“our Company” or “the Company” PhonePe Limited, a public limited company, incorporated under the Companies Act, 1956, having its
Registered and Corporate Office at Office-2, Floor 5, Wing A, Block A, Salarpuria Softzone,
Bellandur Village, Varthur Hobli, Outer Ring Road, Bangalore South, Bangalore 560 103, Karnataka,
India
“we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company, together with our
Subsidiaries and Associate as at and during relevant fiscal year, on a consolidated basis
Company related terms
Term Description
“Articles of Association” or “AoA” Articles of association of our Company, as amended from time to time
or “Articles”
“Associate” or “C. E. Info” The associate of our Company, namely C. E. Info Systems Limited. For further details, please see
“History and Certain Corporate Matters – Our Subsidiaries, Associates and joint ventures” on page
260
Audit Committee The audit committee of our Board, as described in “Our Management – Committees of our Board –
Audit Committee” on page 282
“Auditors” or “Statutory Auditors” S.R. Batliboi & Associates LLP, Chartered Accountants, current statutory independent auditors of our
Company
“Board” or “Board of Directors” Board of directors of our Company
Chairperson The chairperson of the Board of our Company, namely, Rohit Bhagat. For details, see “Our
Management – Our Board” on page 271
“Chief Financial Officer” or “CFO” Chief financial officer of our Company, namely Adarsh Nahata. For details, see “Our Management –
Key Managerial Personnel” on page 290
Committee(s) Duly constituted committee(s) of our Board
Company Secretary and Company secretary and compliance officer of our Company, namely, Ankit Gunvantrai Popat. For
Compliance Officer details, see “Our Management – Key Managerial Personnel” on page 290
Director(s) The directors on our Board, as appointed from time to time. For details, see “Our Management” on
page 271
Equity Shares Equity shares of our Company having face value of ₹1 each
Founder(s) Sameer Nigam and Rahul Chari
Group Companies Group companies of our Company in accordance with Regulation 2(1)(t) of the SEBI ICDR
Regulations, as disclosed in “Our Group Companies” on page 480
IAPL Indus Appstore (Singapore) Pte. Ltd.
“Independent Director(s)” or “Non- Independent directors on our Board, as disclosed in “Our Management – Our Board” on page 271
Executive Independent Director(s)”
Indus Indus Appstore Private Limited
1Term Description
“Key Managerial Personnel” or Key managerial personnel of our Company in accordance with Regulation 2(1)(bb) of the SEBI ICDR
“KMP” Regulations and Section 2(51) of the Companies Act and as disclosed in “Our Management – Key
Managerial Personnel” on page 290
“Memorandum of Association” or Memorandum of association of our Company, as amended
“MoA”
Nomination and Remuneration The nomination and remuneration committee of our Board, as described in “Our Management –
Committee Committees of our Board – Nomination and Remuneration Committee” on page 284
Non-Executive Nominee Non-executive directors (other than the Independent Directors) on our Board, as disclosed in “Our
Director(s) Management – Our Board” on page 271
PFPL PhonePe Finance Private Limited
PFSOP 2025 PhonePe Founder Stock Option Plan 2025
PhonePe Award Schemes Collectively, PhonePe Founder Award Stock Option Scheme A - 2022 and PhonePe Founder Award
Stock Option Scheme B - 2022
PIBSPL PhonePe Insurance Broking Services Private Limited
PIHL UAE PhonePe International Holdings Limited
PLSPL PhonePe Lending Services Private Limited (formerly known as PhonePe Credit Services Private
Limited)
PME FZ-LLC UAE PhonePe Middle East FZ-LLC
Promoters WM Digital Commerce Holdings Pte. Ltd. and Wal-Mart International Holdings, Inc.
Promoter Group The entities constituting the promoter group of our Company in terms of Regulation 2(1)(pp) of the
SEBI ICDR Regulations, as disclosed in “Our Promoters and Promoter Group – Promoter Group”
on page 300
PSOP PhonePe Stock Option Plan, as amended
PSPL PhonePe Singapore Pte. Ltd.
PSSPL Pincode Shopping Solutions Private Limited
PTSPL PhonePe Technology Services Private Limited
PWBPL PhonePe Wealth Broking Private Limited
Registered and Corporate Office Office-2, Floor 5, Wing A, Block A, Salarpuria Softzone, Bellandur Village, Varthur Hobli, Outer
Ring Road, Bangalore South, Bangalore 560 103, Karnataka, India
“Registrar of Companies” or “RoC” Registrar of Companies, Karnataka at Bengaluru
Restated Consolidated Financial The restated consolidated summary statements of our Company together with our subsidiaries and the
Information associate, comprise of restated consolidated summary statement of assets and liabilities as at
September 30, 2025 and September 30, 2024 and as at March 31, 2025, March 31, 2024 and March
31, 2023, the restated consolidated summary statement of profit and loss (including other
comprehensive income/ (loss)), restated consolidated summary statement of cash flows and restated
consolidated summary statement of changes in equity as at and for the six months period ended
September 30, 2025 and September 30, 2024 and for each of the years ended March 31, 2025, March
31, 2024 and March 31, 2023 and the summary statement of material accounting policies and other
explanatory notes, derived from the audited interim financial statements as at and for the six months
period ended September 30, 2025 and September 30, 2024 prepared in accordance with Ind AS 34 and
the audited consolidated financial statements as at and for the years ended March 31, 2025, March 31,
2024 and March 31, 2023, prepared in accordance with Ind AS and as restated as per the requirements
of Section 26 of Part I of Chapter III of the Companies Act, 2013, SEBI ICDR Regulations, as amended
and the Guidance Note on ‘Reports in Company Prospectuses (Revised 2019)’ issued by the Institute
of Chartered Accountants of India, as amended from time to time
Risk Management Committee The risk management committee of our Board, as described in “Our Management – Committees of
our Board – Risk Management Committee” on page 285
Senior Management Senior management of our Company in accordance with Regulation 2(1)(bbbb) of the SEBI ICDR
Regulations, as disclosed in “Our Management – Senior Management” on page 290
“SHA” or “Shareholders’ Shareholders’ agreement dated September 19, 2025 entered into by and among our Company, WM
Agreement” Digital Commerce Holdings Pte. Ltd., Sameer Nigam, Rahul Chari, Headstand Pte. Ltd. (formerly
known as PhonePe Private Limited (Singapore)), 3State Ventures Pte. Ltd., INQ Holdings LLC.,
Jadoff SPV 5, LLC, Microsoft Global Finance Unlimited Company, WCH Q3 2020 1, LLC, General
Atlantic Singapore PPIL Pte. Ltd., Tiger Global PIP 9-1 Ltd., Ribbit Bullfrog II Cayman IN Holdings
Ltd. and TVS Shriram Growth Fund 3
Shareholder(s) Equity shareholder(s) of our Company from time to time
Stakeholders Relationship The stakeholders’ relationship committee of our Board, as described in “Our Management –
Committee Committees of our Board – Stakeholders Relationship Committee” on page 285
“Subsidiary” or “our Subsidiary” or The subsidiaries of our Company namely, PTSPL, PIBSPL, PWBPL, PSSPL, PFPL, PLSPL, IAPL,
“Subsidiaries” Indus, PIHL UAE, PME FZ-LLC UAE and PSPL, as disclosed in “History and Certain Corporate
Matters – Our Subsidiaries, Associate and joint ventures” on page 260. For the purpose of financial
information, the term ‘Subsidiary’ shall mean our subsidiaries as at and during the relevant Fiscal/
period
Whole-time Director(s) The whole-time directors of our Company, namely Rahul Chari and Sameer Nigam. For details, see
“Our Management – Our Board” on page 271
2Offer related terms
Term Description
Abridged Prospectus The memorandum containing such salient features of a prospectus as may be specified by SEBI in this
regard
Acknowledgement Slip The slip or document to be issued by a Designated Intermediary(ies) to a Bidder as proof of registration
of the Bid cum Application Form
“Allot” or “Allotment” or Unless the context otherwise requires, allotment of the Equity Shares offered pursuant to the transfer
“Allotted” of Offered Shares pursuant to the Offer for Sale, in each case to successful Bidders
Allotment Advice The note or advice or intimation of Allotment sent to each of the successful Bidders who have been or
are to be Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated
Stock Exchange
Allottee(s) A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the
requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who has
Bid for an amount of at least ₹100 million
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to the Anchor Investors during the Anchor Investor
Bid/ Offer Period in terms of the Red Herring Prospectus and the Prospectus, which will be determined
by our Company, in consultation with the BRLMs on the Anchor Investor Bidding Date
Anchor Investor Application Form The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion in
accordance with the requirements specified under the SEBI ICDR Regulations and which will be
considered as an application for Allotment in terms of the Red Herring Prospectus and Prospectus
“Anchor Investor Bidding Date” or The day, being one Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor
“Anchor Investor Bid/ Offer Investors shall be submitted, prior to and after which the Book Running Lead Managers will not accept
Period” any Bids from Anchor Investors, and allocation to Anchor Investors shall be completed
Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to Anchor Investors in terms of the Red
Herring Prospectus and the Prospectus, which will be equal to or higher than the Offer Price but not
higher than the Cap Price. The Anchor Investor Offer Price will be determined by our Company, in
consultation with the BRLMs
Anchor Investor Pay-in Date With respect to Anchor Investor(s), the Anchor Investor Bid/ Offer Period, and in the event the Anchor
Investor Allocation Price is lower than the Anchor Investor Offer Price, not later than two Working
Days after the Bid/ Offer Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company in consultation with the
BRLMs, to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations
out of which 40% of the Anchor Investor Portion shall be available for allocation as follows, (i) 33.33%
shall be available for allocation to domestic Mutual Funds, and (ii) 6.67% for Life Insurance
Companies and Pension Funds, subject to valid Bids being received from domestic Mutual Funds, Life
Insurance Companies and Pension Funds at or above the Anchor Investor Allocation Price. In the event
of under-subscription in (ii) above, the allocation may be made to domestic Mutual Funds at or above
the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations
“Application Supported by Blocked An application, whether physical or electronic, used by ASBA Bidders to make a Bid and authorising
Amount” or “ASBA” an SCSB to block the Bid Amount in the ASBA Account and will include applications made by UPI
Bidders using the UPI Mechanism where the Bid Amount will be blocked upon acceptance of UPI
Mandate Request by the UPI Bidders using the UPI Mechanism
ASBA Account A bank account maintained with a SCSB by an ASBA Bidder, as specified in the ASBA Form
submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form and
includes the account of a UPI Bidder in which the Bid Amount is blocked upon acceptance of a UPI
Mandate Request made by the UPI Bidders using the UPI Mechanism
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids, which
will be considered as the application for Allotment in terms of the Red Herring Prospectus and the
Prospectus
Axis Axis Capital Limited
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s)
and the Refund Bank(s), as the case may be
Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as described
in “Offer Procedure” on page 493
Bid(s) An indication to make an offer during the Bid/ Offer Period by an ASBA Bidder pursuant to
submission of the ASBA Form, or during the Anchor Investor Bid/ Offer Period by an Anchor Investor,
pursuant to submission of the Anchor Investor Application Form, to subscribe to the Equity Shares at
a price within the Price Band, including all revisions and modifications thereto, as permitted under the
SEBI ICDR Regulations and in terms of the Red Herring Prospectus and the Bid cum Application
Form. The term “Bidding” shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and, in the case of RIBs
Bidding at the Cut-off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such
RIBs and mentioned in the Bid cum Application Form and payable by the Bidder or blocked in the
ASBA Account of the ASBA Bidder, as the case may be, upon submission of the Bid.
3Term Description
Bid cum Application Form Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot [●] Equity Shares of face value of ₹1 each and in multiples of [●] Equity Shares of face value of ₹1
each thereafter
Bid/ Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated
Intermediaries will not accept any Bids, which shall be published in all editions of Financial Express,
an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and
Bengaluru edition of Kannada Prabha, a Kannada daily newspaper (Kannada being the regional
language of Karnataka, where our Registered and Corporate Office is located), each with wide
circulation.
Our Company, may, in consultation with the BRLMs consider closing the Bid/ Offer Period for QIBs
one Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations.
In case of any revision, the revised Bid/ Offer Closing Date will be widely disseminated by notification
to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the websites
of the BRLMs and at the terminals of the Syndicate Members and communicated to the Designated
Intermediaries and the Sponsor Bank(s), and shall also be notified in an advertisement in the same
newspapers in which the Bid/ Offer Opening Date was published, as required under the SEBI ICDR
Regulations
Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated
Intermediaries shall start accepting Bids, which shall be published in all editions of Financial Express,
an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and
Bengaluru edition of Kannada Prabha, a Kannada daily newspaper (Kannada being the regional
language of Karnataka, where our Registered and Corporate Office is located), each with wide
circulation
In case of any revision, the extended Bid/ Offer Opening Date will also be widely disseminated by
notification the Stock Exchanges, by issuing a public notice, and also by indicating the change on the
websites of the Book Running Lead Managers and at the terminals of the other members of the
Syndicate and by intimation to the Designated Intermediaries and the Sponsor Bank(s)
Bid/ Offer Period Except in relation to Bids received from the Anchor Investors, the period between the Bid/ Offer
Opening Date and the Bid/ Offer Closing Date, inclusive of both days, during which Bidders can
submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations and
the terms of the Red Herring Prospectus. Provided however, that the Bidding shall be kept open for a
minimum of three Working Days for all categories of Bidders, other than Anchor Investors.
Our Company, in consultation with the Book Running Lead Managers, may consider closing the Bid/
Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the
SEBI ICDR Regulations
“Bidder(s)” or “Applicant(s)” Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and
the Bid cum Application Form and unless otherwise stated or implied, includes an ASBA Bidder and
an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., Designated
Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered Brokers,
Designated RTA Locations for RTAs and Designated CDP Locations for CDPs
Book Building Process The book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer is being made
“Book Running Lead Managers” or The book running lead managers to the Offer, namely, Kotak Mahindra Capital Company Limited,
“BRLMs” J.P. Morgan India Private Limited, Citigroup Global Markets India Private Limited, Morgan Stanley
India Company Private Limited, Axis Capital Limited, Goldman Sachs (India) Securities Private
Limited, Jefferies India Private Limited, and JM Financial Limited
Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms to
a Registered Broker.
The details of such broker centres, along with the names and contact details of the Registered Brokers
are available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com)
Cap Price The higher end of the Price Band, subject to any revisions thereto, above which the Offer Price and
the Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted. The
Cap Price shall be at least 105% of the Floor Price and shall not be more than 120% of the Floor Price
Cash Escrow and Sponsor Bank(s) The cash escrow and sponsor bank(s) agreement to be entered amongst our Company, the Selling
Agreement Shareholders, the BRLMs, Syndicate Members, the Banker(s) to the Offer and Registrar to the Offer
for, inter alia, collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public
Offer Account and where applicable, remitting refunds of the amounts collected from Anchor
Investors, on the terms and conditions thereof in accordance with the UPI circulars
Citi Citigroup Global Markets India Private Limited
Client ID Client identification number maintained with one of the Depositories in relation to dematerialised
account
4Term Description
“Collecting Depository Participant” A depository participant as defined under the Depositories Act and registered with SEBI and who is
or “CDP” eligible to procure Bids at the Designated CDP Locations in terms of the SEBI ICDR Master Circular,
as per the list available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com), as updated from time to time and the UPI Circulars
“Confirmation of Allocation Note” The notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been
or “CAN’ allocated the Equity Shares, on or after the Anchor Investor Bid/ Offer Period
Cut-off Price The Offer Price, finalised by our Company, in consultation with the BRLMs, which shall be any price
within the Price Band.
Only RIBs Bidding in the Retail Portion are entitled to Bid at the Cut-off Price. QIBs (including
Anchor Investors) and NIBs are not entitled to Bid at the Cut-off Price
Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband,
investor status, occupation, bank account details, PAN and UPI ID, wherever applicable
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on the
website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or at such other
website as may be prescribed by SEBI from time to time
Designated CDP Locations Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with the names and contact details of the
Collecting Depository Participants eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from time
to time
Designated Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account to the
Public Offer Account or the Refund Account, as the case may be, and/or the instructions are issued to
the SCSBs (in case of UPI Bidders using the UPI Mechanism, instruction issued through the Sponsor
Bank(s)) for the transfer of the relevant amounts blocked by the SCSBs in the ASBA Accounts to the
Public Offer Account and/ or are unblocked, as the case may be, in terms of the Red Herring Prospectus
and the Prospectus, after finalization of the Basis of Allotment in consultation with the Designated
Stock Exchange, following which Equity Shares will be Allotted to successful Bidders in the Offer
Designated Intermediary(ies) Collectively, the members of the Syndicate, sub-syndicate or agents, SCSBs (other than in relation to
RIBs using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who are authorised to collect
Bid cum Application Forms from the relevant Bidders, in relation to the Offer.
In relation to ASBA Forms submitted by RIBs Bidding in the Retail Portion by authorising an SCSB
to block the Bid Amount in the ASBA Account and HNIs bidding with an application size of up to
₹0.50 million (not using the UPI Mechanism) by authorising an SCSB to block the Bid Amount in the
ASBA Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated
Intermediaries shall mean Syndicate, sub-syndicate/agents, Registered Brokers, CDPs, SCSBs and
RTAs.
In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and NIBs (not using UPI
Mechanism), Designated Intermediaries shall mean Syndicate, sub-syndicate/ agents, SCSBs,
Registered Brokers, the CDPs and RTAs
Designated RTA Locations Such locations of the RTAs where Bidders (except Anchor Investors) can submit the ASBA Forms to
RTAs. The details of such Designated RTA Locations, along with the names and contact details of the
RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com), as updated from time to time
Designated Stock Exchange [●]
Eligible FPI(s) FPI(s) that are eligible to participate in the Offer in terms of applicable law and from such jurisdictions
outside India where it is not unlawful to make an offer / invitation under the Offer and in relation to
whom the Bid cum Application Form and the Red Herring Prospectus constitutes an invitation to
purchase the Equity Shares
Eligible NRI(s) NRI(s) eligible to invest under Schedule 3 and Schedule 4 of the FEMA Rules, from jurisdictions
outside India where it is not unlawful to make an offer or invitation under the Offer and in relation to
whom the Bid cum Application Form and the Red Herring Prospectus will constitute an invitation to
purchase the Equity Shares
Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the Escrow Collection Bank(s)
and in whose favour the Bidders (excluding ASBA Bidders) will transfer money through NACH/direct
credit/NEFT/RTGS in respect of the Bid Amount when submitting a Bid
Escrow Collection Bank(s) The bank(s) which are clearing members and registered with SEBI as banker to an issue under the
SEBI BTI Regulations, as amended and with whom the Escrow Account(s) will be opened, in this case
being [●]
5Term Description
“First Bidder” or “Sole Bidder” The Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form
and in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account
held in joint names
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, not being less than the face value
of Equity Shares, at or above which the Offer Price and the Anchor Investor Offer Price will be
finalised and below which no Bids will be accepted
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic
Offenders Act, 2018
“General Information Document” The General Information Document for investing in public issues prepared and issued in accordance
or “GID” with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 suitably
modified and updated pursuant to, among others, the SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020 and the UPI Circulars, as amended from
time to time. The General Information Document shall be available on the websites of the Stock
Exchanges and the BRLMs
GS Goldman Sachs (India) Securities Private Limited
“Industry Report” or “Redseer Industry report titled ‘Democratising Access to Digital Economy’ dated January 13, 2026 prepared and
Report” issued by Redseer Strategy Consultants Private Limited. The Redseer Report has been exclusively
commissioned and paid for by our Company in connection with the Offer
Investor Selling Shareholders Tiger Global PIP 9-1 Ltd. and Microsoft Global Finance Unlimited Company
Jefferies Jefferies India Private Limited
JMFL JM Financial Limited
JPM J.P. Morgan India Private Limited
Kotak Kotak Mahindra Capital Company Limited
Life Insurance Companies Entities registered with the Insurance Regulatory and Development Authority of India under the
provisions of the Insurance Act, 1938
Materiality Policy The policy adopted by our Board in its meeting dated September 23, 2025 for determining
identification of group companies, material outstanding litigation and outstanding dues to material
creditors, in accordance with the disclosure requirements under the SEBI ICDR Regulations
MS Morgan Stanley India Company Private Limited
Mutual Fund Portion Up to 5% of the Net QIB Portion, or [●] Equity Shares of face value of ₹1 each which shall be available
for allocation to Mutual Funds only, on a proportionate basis, subject to valid Bids being received at
or above the Offer Price
Net QIB Portion The QIB Portion less the number of Equity Shares allocated to the Anchor Investors
“Non-Institutional Bidders” or All Bidders that are not QIBs or RIBs and who have Bid for Equity Shares for an amount of more than
“NIBs” ₹0.20 million (but not including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not more than 15% of the Offer comprising [●] Equity Shares of face
value of ₹1 each which shall be available for allocation to NIBs, subject to valid Bids being received
at or above the Offer Price, in the following manner:
(a) one-third of the portion available to NIBs shall be reserved for Bidders with application size of
more than ₹0.20 million and up to ₹1.00 million; and
(b) two third of the portion available to NIBs shall be reserved for Bidders with application size of
more than ₹1.00 million.
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b),
may be allocated to Bidders in the other sub-category of NIBs, in accordance with the SEBI ICDR
Regulations
“Non-Resident Indians” or Person resident outside India, as defined under FEMA, and includes a non-resident Indian, FVCIs and
“NRI(s)” FPIs
Offer The initial public offer of up to 50,660,446 Equity Shares of face value of ₹1 each for cash
consideration at a price of ₹[●] each, aggregating up to ₹[●] million, comprising the Offer for Sale.
Offer Agreement The offer agreement dated September 23, 2025 entered into amongst our Company, the Selling
Shareholders and the BRLMs, pursuant to which certain arrangements have been agreed to in relation
to the Offer, read with first amendment agreement dated January 14, 2026
Offer for Sale The offer for sale of up to 50,660,446 Equity Shares of face value of ₹1 each aggregating up to ₹[●]
million being offered for sale by the Selling Shareholders consisting up to 45,942,496 Equity Shares
of face value of ₹1 each aggregating up to ₹[●] million by the Promoter Selling Shareholder, up to
1,039,160 Equity Shares of face value of ₹1 each aggregating up to ₹[●] million by Tiger Global PIP
9–1 Ltd, and up to 3,678,790 Equity Shares of face value of ₹1 each aggregating up to ₹[●] million by
Microsoft Global Finance Unlimited Company
Offer Price The final price at which Equity Shares will be Allotted to successful ASBA Bidders in terms of the
Red Herring Prospectus and the Prospectus. Equity Shares will be Allotted to Anchor Investors at the
Anchor Investor Offer Price which will be decided by our Company, in consultation with the BRLMs
in terms of the Red Herring Prospectus and the Prospectus.
The Offer Price will be decided by our Company, in consultation with the BRLMs on the Pricing Date
in accordance with the Book Building Process and the Red Herring Prospectus
6Term Description
Offered Shares An aggregate of up to 50,660,446 Equity Shares of face value of ₹1 each aggregating up to ₹[●] million
being offered for sale by the Selling Shareholders in the Offer for Sale. For further information, see
“The Offer” on page 101
Pension Fund A fund registered with the Pension Fund Regulatory and Development Authority under the provisions
of the Pension Fund Regulatory and Development Authority Act, 2013
“Pre-filed Draft Red Herring The pre-filed draft red herring prospectus dated September 23, 2025 filed with SEBI and issued in
Prospectus” or “Pre-filed DRHP” accordance with the SEBI ICDR Regulations, which did not contain complete particulars of the price
or “PDRHP” at which the Equity Shares will be Allotted and the size of the Offer
Price Band Price band ranging from a minimum price of ₹[●] per Equity Share (i.e., the Floor Price) and the
maximum price of ₹[●] per Equity Share (i.e., the Cap Price) including any revisions thereof.
The Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the
BRLMs, and will be advertised, at least two Working Days prior to the Bid/ Offer Opening Date, in
all editions of Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi
national daily newspaper and Bengaluru edition of Kannada Prabha, a Kannada daily newspaper
(Kannada being the regional language of Karnataka, where our Registered and Corporate Office is
located), each with wide circulation, with the relevant financial ratios calculated at the Floor Price and
at the Cap Price and shall be made available to the Stock Exchanges for the purpose of uploading on
their respective websites
Pricing Date The date on which our Company, in consultation with the BRLMs will finalise the Offer Price
Promoter Selling Shareholder WM Digital Commerce Holdings Pte. Ltd.
Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with Section 26 of
the Companies Act, and the SEBI ICDR Regulations containing, inter alia, the Offer Price, the size of
the Offer and certain other information, including any addenda or corrigenda thereto
Public Offer Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the Public Offer Account Bank,
under Section 40(3) of the Companies Act to receive monies from the Escrow Account and ASBA
Accounts on the Designated Date
Public Offer Account Bank(s) The bank(s) which are a clearing member and registered with SEBI under the SEBI BTI Regulations,
as a banker to an issue and with which the Public Offer Account will be opened for collection of Bid
Amounts from the Escrow Account and ASBA Accounts on the Designated Date, in this case being
[●]
QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not less than 75% of the Offer
consisting of [●] Equity Shares of face value of ₹1 each which shall be available for allocation on a
proportionate basis to QIBs (including Anchor Investors in which allocation shall be on a discretionary
basis, as determined by our Company in consultation with the BRLMs), subject to valid Bids being
received at or above the Offer Price or Anchor Investor Offer Price (for Anchor Investors)
“Qualified Institutional Buyers” or Qualified institutional buyers as defined under Regulation 2(1) (ss) of the SEBI ICDR Regulations
“QIBs” or “QIB Bidders”
“Red Herring Prospectus” or The red herring prospectus to be issued by our Company in accordance with Section 32 of the
“RHP” Companies Act and the provisions of the SEBI ICDR Regulations, which will not have complete
particulars of the Offer Price and the size of the Offer, including any addenda or corrigenda thereto.
The Red Herring Prospectus will be filed with the RoC at least three Working Days before the Bid/
Offer Opening Date and will become the Prospectus upon filing with the RoC on or after the Pricing
Date
Redseer Redseer Strategy Consultants Private Limited
Refund Account(s) Account to be opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the
Bid Amount shall be made to Anchor Investors
Refund Bank(s) The bank(s) which are clearing members registered with SEBI under the SEBI BTI Regulations, with
whom the Refund Account(s) will be opened, in this case being [●]
Registered Brokers The stock brokers registered under the Securities and Exchange Board of India (Stock Brokers and
Sub-Brokers) Regulations, 1992, as amended with SEBI and the Stock Exchanges having nationwide
terminals, other than the BRLMs and the Syndicate Members and eligible to procure Bids in terms of
the SEBI ICDR Master Circular
Registrar Agreement The registrar agreement dated September 23, 2025 entered into, amongst our Company, the Selling
Shareholders and the Registrar to the Offer in relation to the responsibilities and obligations of the
Registrar to the Offer pertaining to the Offer
“Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated
Agents” or “RTAs” RTA Locations in terms of the SEBI RTA Master Circular, as per the list available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), and the UPI Circulars
“Registrar to the Offer” or KFin Technologies Limited
“Registrar”
Resident Indian A person resident in India, as defined under FEMA
“Retail Individual Bidder(s)” or Individual Bidders, whose Bid Amount for the Equity Shares is not more than ₹0.20 million in any of
“RIB(s)” the bidding options in the Offer (including HUFs applying through their karta and Eligible NRIs), and
does not include NRIs other than Eligible NRIs
7Term Description
Retail Portion The portion of the Offer being not more than 10% of the Offer consisting of up to [●] Equity Shares
of face value of ₹1 each aggregating up to ₹[●] million, which shall be available for allocation to RIBs
in accordance with the SEBI ICDR Regulations, which shall not be less than the minimum Bid Lot
(subject to availability in the Retail Portion), subject to valid Bids being received at or above the Offer
Price
Revision Form The forms used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any
of their ASBA Form(s) or any previous Revision Form(s), as applicable.
QIB Bidders and NIBs are not allowed to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage. Anchor Investors are not allowed to withdraw their Bids after
the Anchor Investor Bidding Date. RIBs can revise their Bids during the Bid/ Offer Period and
withdraw their Bids until the Bid/ Offer Closing Date
SCORES Securities and Exchange Board of India Complaints Redress System, a centralized web-based
complaints redressal system launched by SEBI
“Self-Certified Syndicate Bank(s)” The banks registered with SEBI, which offer the facility of ASBA services:
or “SCSB(s)”
(i) in relation to ASBA (other than through UPI Mechanism), where the Bid Amount will be blocked
by authorising an SCSB, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable and updated from time to time and at such other websites as may be prescribed by
SEBI from time to time; and
(ii) in relation to UPI Bidders using the UPI Mechanism, a list of which is available on the website
of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40
or such other website as may be prescribed by SEBI and updated from time to time.
In relation to Bids (other than Bids by Anchor Investor) submitted to a member of the Syndicate, the
list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive
deposits of Bid cum Application Forms from the members of the Syndicate is available on the website
of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and
updated from time to time. For more information on such branches collecting Bid cum Application
Forms from the Syndicate at Specified Locations, see the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as
updated from time to time.
Applications through UPI in the Offer can be made only through the SCSBs mobile applications (apps)
whose name appears on the SEBI website. A list of SCSBs and mobile applications, which, are live
for applying in public issues using UPI Mechanism as provided as ‘Annexure A’ to the SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and is available on the website of SEBI
at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated
from time to time and at such other websites as may be prescribed by SEBI from time to time
Selling Shareholders Collectively, the Promoter Selling Shareholder and the Investor Selling Shareholders
Share Escrow Agent Share escrow agent to be appointed pursuant to the Share Escrow Agreement, namely, [●]
Share Escrow Agreement The share escrow agreement to be entered into amongst our Company, the Selling Shareholders, and
the Share Escrow Agent in connection with the transfer of the Offered Shares by the Selling
Shareholders and credit of such Equity Shares to the demat account of the Allottees in accordance with
the Basis of Allotment
Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders, a list of which is
available on the website of SEBI (www.sebi.gov.in) and updated from time to time
Sponsor Banks [●] and [●], being Bankers to the Offer, appointed by our Company to act as conduits between the
Stock Exchanges and NPCI in order to push the mandate collect requests and/ or payment instructions
of the UPI Bidders using the UPI Mechanism and carry out other responsibilities, in terms of the UPI
Circulars
Stock Exchanges Together, BSE and NSE
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the Book Running Lead Managers and the Syndicate
Members, to collect ASBA Forms and Revision Forms.
“Syndicate” or “Members of the Together, the BRLMs and the Syndicate Members
Syndicate”
Syndicate Agreement The syndicate agreement to be entered into amongst our Company, the Selling Shareholders, the
BRLMs, the Registrar to the Offer and the Syndicate Members, in relation to collection of Bid cum
Application Forms by the Syndicate
Syndicate Member(s) Merchant bankers or stockbrokers (other than the BRLMs) registered with SEBI who are permitted to
carry out activities as an underwriter, namely, [●]
Underwriters [●]
8Term Description
Underwriting Agreement The underwriting agreement to be entered into amongst our Company, the Selling Shareholders and
the Underwriters on or after the Pricing Date but prior to filing of the Prospectus with the RoC, as
applicable
“Updated Draft Red Herring This updated draft red herring prospectus-I dated January 21, 2026 filed with SEBI and the Stock
Prospectus-I” or “UDRHP–I” Exchanges, after complying with the observations issued by SEBI and Stock Exchanges on the Pre-
filed Draft Red Herring Prospectus and after incorporation of other updates, in accordance with the
Chapter IIA of the SEBI ICDR Regulations and in compliance with the other applicable provisions of
the SEBI ICDR Regulations, which will not contain complete particulars of the price at which the
Equity Shares will be Allotted and the size of the Offer, including any addenda or corrigenda thereto
“Updated Draft Red Herring The updated draft red herring prospectus-II to be filed with SEBI, if required, after incorporation of
Prospectus-II” or “UDRHP–II” changes pursuant to comments from public, if any, on the UDRHP-I, in compliance with the SEBI
ICDR Regulations, which will not contain complete particulars of the price at which the Equity Shares
will be Allotted and the size of the Offer, including any addenda or corrigenda thereto
UPI Unified payments interface, which is an instant payment mechanism, developed by NPCI
UPI Bidder(s) Collectively, individual Bidders applying as (i) RIBs in the Retail Portion; and (ii) NIBs with an
application size of up to ₹0.50 million in the Non-Institutional Portion, and Bidding under the UPI
Mechanism through ASBA Form(s) submitted with Syndicate Members, Registered Brokers,
Collecting Depository Participants and RTAs.
Pursuant to the SEBI ICDR Master Circular, all individual Bidders applying in public issues where the
application amount is up to ₹0.50 million shall use the UPI Mechanism and shall provide their UPI ID
in the Bid cum Application Form submitted with: (i) a syndicate member, (ii) a stock broker registered
with a recognized stock exchange (whose name is mentioned on the website of the stock exchange as
eligible for such activity), (iii) a depository participant (whose name is mentioned on the website of
the stock exchange as eligible for such activity), and (iv) a registrar to an issue and share transfer agent
(whose name is mentioned on the website of the stock exchange as eligible for such activity)
UPI Circulars SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, (to the extent that these circulars are not
rescinded by the SEBI ICDR Master Circular and SEBI RTA Master Circular), SEBI RTA Master
Circular (to the extent that it pertains to the UPI Mechanism), SEBI ICDR Master Circular and the
circulars issued by the Stock Exchanges in this regard, including the circular issued by the NSE having
reference no. 25/2022 dated August 3, 2022, and the circular issued by BSE having reference no.
20220803-40 dated August 3, 2022, SEBI circular number SEBI/HO/DEPA-II/DEPA-
II_SRG/P/CIR/2025/86 dated June 11, 2025 and any subsequent circulars or notifications issued by
SEBI or the Stock Exchanges in this regard
UPI ID ID created on the UPI for single-window mobile payment system developed by the NPCI
UPI Mandate Request A request (intimating the UPI Bidders by way of a notification on the UPI linked mobile application
as disclosed by SCSBs on the website of SEBI and by way of an SMS on directing the UPI Bidders to
such UPI linked mobile application) to the UPI Bidders initiated by the Sponsor Bank(s) to authorise
blocking of funds on the UPI application equivalent to Bid Amount and subsequent debit of funds in
case of Allotment
UPI Mechanism The bidding mechanism that may be used by an UPI Bidders in accordance with the UPI Circulars to
make an ASBA Bid in the Offer
UPI PIN Password to authenticate UPI transaction
“Wilful Defaulter” or “Fraudulent Wilful defaulter or fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Borrower” Regulations
Working Day All days on which commercial banks in Mumbai, Maharashtra, India are open for business. In respect
of the announcement of Price Band and Bid/ Offer Period, Working Day shall mean all days, excluding
Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business.
In respect of the time period between the Bid/ Offer Closing Date and the listing of the Equity Shares
on the Stock Exchanges, Working Day shall mean all trading days of the Stock Exchanges, excluding
Sundays and bank holidays in India, as per circulars issued by SEBI, including the UPI Circulars
Key performance indicators (“KPIs”) under the section titled “Basis for Offer Price” on page 140
Term Description
Life-till-date Registered User Total unique users who have signed up with PhonePe Group by accepting the PhonePe terms &
Base conditions, as at the end of the first half of the fiscal year/reporting period
9Term Description
Yearly Active Users or “YAU” Count of unique Registered Users, who have either opened the PhonePe app or initiated a transaction,
in the last 12 months from the last month of the first half of the fiscal year/ reporting period
Monthly Active Users or “MAU” Count of unique Registered Users, who have either opened the PhonePe app or initiated a transaction,
in the last month of the first half of the fiscal year/reporting period
Daily Active Users or “DAU” Daily average count of unique Registered Users who have either opened the PhonePe app or initiated
a transaction, averaged for the days of the last month of the first half of the fiscal year/ reporting
period
Yearly Active Customers or Count of unique Registered Users who have done at least one successful payment transaction, in the
“YAC” last 12 months counted from the last month of the first half of the fiscal year/ reporting period
Monthly Active Customers or Count of unique Registered Users who have done at least one successful payment transaction, in the
“MAC” last month of the first half of the fiscal year/ reporting period
Daily Active Customers or Daily average count of unique Registered Users who have done at least one successful payment
“DAC” transaction, averaged for the days of the last month of the first half of the fiscal year /reporting period
Customer Transactions Total successful payment transactions by PhonePe Customers in the first half of the fiscal year
/reporting period
Customer TPV Total payment value of the Customer Transactions in the first half of the fiscal year/ reporting period
Monthly Active Merchants or Count of unique Registered Merchants to whom at least one successful payment transaction was
“MAM” made in the last month of the first half of the fiscal year/ reporting period
Daily Active Merchants or Daily average count of unique Registered Merchants to whom at least one successful payment
“DAM” transaction was made averaged for the days of the last month of the first half of the fiscal year/
reporting period
Merchant Transactions Total successful payment transactions made to Registered Merchants in the first half of the fiscal
year/ reporting period
Merchant TPV Total payment value of the merchant payment transactions made to Registered Merchants in the first
half of the fiscal year/ reporting period
Revenue from Operations Revenue from operations means revenue generated from sale of services and other operating revenue
Growth in Revenue from Growth in revenue from operations percentage is calculated as revenue from operations of the
Operations relevant period/ year minus revenue from operations of the preceding period/ year, divided by
revenue from operations of the preceding period/ year
Adjusted EBITDA Adjusted EBITDA is calculated as profit/ (loss), before other income, finance costs, depreciation and
amortisation expense, share of profit of associate, net of taxes, exceptional item, total tax
expense/(credit) and share based payments
Adjusted EBITDA Margin Adjusted EBITDA margin percentage is derived by dividing adjusted EBITDA by revenue from
operations
Adjusted EBIT Adjusted EBIT is calculated as profit/ (loss), before other income, finance costs, share of profit of
associate, net of taxes, exceptional item, total tax expense/ (credit) and share based payments
Adjusted EBIT Margin Adjusted EBIT margin percentage is derived by dividing adjusted EBIT by revenue from operations
Profit/ (loss) Profit/ (loss) means (loss) for the relevant period/ year
Profit/ (loss) Margin Profit/ (loss) margin percentage is derived by dividing profit/ (loss) by total income
Adjusted profit/ (loss) Adjusted profit/ (loss) is calculated as profit/ (loss), before exceptional item and share based
payments
Adjusted profit/ (loss) Margin Adjusted profit/ (loss) margin percentage derived by dividing adjusted profit/ (loss) by total income
Free cash generated/(used) Free cash generated/ (used) refers to the aggregate of net cash flows generated from/ (used in)
operating activities, purchase of property, plant and equipment, including capital advances, capital
work in progress and other intangible asset, proceeds from sale of property, plant and equipment,
payment of principal portion of lease liabilities and interest on lease liabilities
Technical, industry and business-related terms or abbreviations
Term Definition
Acquirer Bank A bank that processes card payments on behalf of a merchant and settles funds to the merchant’s
account
Active Merchant Base The number of merchants who have conducted at least one successful payment transaction in a given
period
Bank Balances and Investments The aggregate of current investments, cash and cash equivalents, bank balances other than cash and
cash equivalents, and non-current bank deposits
Bharat Connect (formerly An integrated bill payment system in India offering interoperable and accessible bill payment services
Bharat Bill Payment System to customers through a network of agents and online channels
(BBPS))
Cashbacks Incentives provided to users in the form of money returned after making a purchase or transaction
Central Leadership Team The group of senior executives responsible for the overall management and strategic direction of the
company
Change in Revenue from The percentage increase or decrease in revenue from operations compared to the previous period
Operations
Consumer Payments Payments made by individual consumers for goods and services, typically using digital platforms
Customer Acquisition Cost The cost associated with acquiring a new customer, including marketing and sales expenses
10Term Definition
Customer Transactions Per The average number of transactions per customer in a given period
Customer (TPC)
Data Mesh Architecture A decentralized approach to data architecture and organizational design, enabling domain teams to
own and manage their data as a product
Digital Distribution Services Services that enable the distribution of financial products (such as insurance, loans, mutual funds)
through digital channels
Digital Gold and Digital Silver A product that allows customers to buy, sell, and hold gold in digital form, typically backed by physical
gold and silver
Digital Public Infrastructure Foundational digital systems and platforms (such as UPI, Aadhaar, BBPS) that enable large-scale
digital services and transactions in a country
Employee Benefits Expense Employee benefits expense excluding the cost of employee stock option plans (ESOPs)
Without ESOPs
ETFs (Exchange Traded Funds) Investment funds traded on stock exchanges, holding assets such as stocks, commodities, or bonds
FASTag An electronic toll collection system in India, using RFID technology for automatic deduction of toll
charges
Feet-on-street A sales strategy involving a large, distributed team of salespeople physically present in the market to
acquire and service customers or merchants
Financial Services Distribution The collective term for Lending Distribution and Insurance Distribution services
FVTPL Fair value through profit or loss
Insurance Distribution The process of offering and selling insurance products to customers, often through the digital platform
Joint Commission International An organization that accredits and certifies healthcare organizations and programs worldwide
(JCI) (Included for completeness, as it appears in the context of insurance/healthcare products.)
Lending Distribution The process of distributing secured and unsecured loans to customers, often through the digital
platform
Life-till-date (LTD) Registered Life till date total unique onboarded merchants, as at the end of the first half of the fiscal year/ reporting
Merchant Base period
Merchant Payments Payments made by customers to merchants for goods and services, processed through the platform
Mutual Funds Distribution The process of offering and selling mutual fund investment products to customers, often through digital
platforms
NCMC (National Common A contactless payment card for public transport, toll, parking, retail shopping, and cash withdrawal in
Mobility Card) India
NBFC Non-banking financing company
New Platforms Refers to PhonePe’s new business initiatives, including Share.Market and Indus Appstore
NPCI (National Payments The umbrella organization for operating retail payments and settlement systems in India, including
Corporation of India) UPI and BBPS
Payment Devices Hardware devices (such as QR code stands, Smartspeakers, EDC machines) provided to merchants to
enable digital payment acceptance
Payment Gateway A technology platform that enables merchants to accept online payments from customers via various
payment methods
Payment Processing Charges Fees paid to banks and other partners for facilitating customer and merchant transactions on the
platform
Payment System Provider (PSP) A bank authorized to provide payment services and infrastructure for digital transactions, such as UPI
Bank
Pincode Former mobile application and part of New Platforms. This was an omni-channel hyperlocal commerce
platform connecting consumers with their local offline stores for their daily needs across categories,
with the convenience of online ordering and delivery
Platform Fee A fee charged to users or merchants for using the platform’s services, either as a fixed amount or a
percentage of the transaction value
PSP Bank See Payment System Provider Bank
Real money gaming or RMG Online money games, which were banned in India on August 22, 2025 when the Parliament enacted
the Promotion and Regulation of Online Gaming Act, 2025 (the “RMG ban”)
Registered Merchant A unique merchant who has been onboarded on the PhonePe app as a merchant
Registered User A unique user who has signed up with PhonePe Group by accepting the PhonePe Terms & Conditions
RuPay Credit Card A credit card issued on the RuPay network, India’s domestic card payment network
SaaS (Software as a Service) A software distribution model in which applications are hosted by a service provider and made
available to customers over the internet
SIP (Systematic Investment An investment strategy allowing investors to invest a fixed amount regularly in mutual funds
Plan)
Smartspeaker A device provided to merchants that gives instant audio confirmation of payments received, often
supporting multiple languages
TPAP Third-party application providers
TPC (Transactions Per The average number of transactions made per customer in a given period
Customer)
TPV (Total Payment Value) The total value of all successful payment transactions processed on the platform during a given period
Transactions Per Monthly The average number of transactions processed per monthly active merchant in a given period
Active Merchant (TPAM)
11Term Definition
UPI (Unified Payments An instant real-time payment system developed by NPCI that enables inter-bank transactions via
Interface) mobile devices
UPI AutoPay A feature that allows customers to set up recurring payments using UPI for subscriptions, bills, and
other services
UPI Circle A feature allowing a primary user to authorize a secondary user to make transactions from the primary
user’s bank account with set limits
UPI Lite A UPI feature designed for low-value transactions, enabling faster and pin-less payments, even in
offline mode
Wallet A digital prepaid payment instrument that allows users to store money electronically and make
payments
Wallet on UPI The integration of digital wallets with UPI, allowing users to pay using wallet balances at any UPI QR
or transfer money to any UPI handle
WealthBaskets Pre-built collections of stocks and ETFs curated by research analysts, offered as investment products
on Share.Market
Conventional and general terms or abbreviations
Term Description
“₹” or “Rs.” Or “Rupees” or Indian rupees
“INR”
AIFs Alternative investments funds, as defined in, and registered under the SEBI AIF Regulations
AGM Annual general meeting
BNSS The Bharatiya Nagarik Suraksha Sanhita, 2023, as amended
BSE BSE Limited
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF Regulations
Category I FPIs FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI Regulations
Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF Regulations
Category II FPIs FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI Regulations
Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations
CDSL Central Depository Services (India) Limited
CIN Corporate identity number
“Companies Act” or “Companies Companies Act, 2013, as applicable, along with the relevant rules, regulations, clarifications and
Act, 2013” modifications made thereunder
Consolidated FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT under DPIIT File Number
5(2)/2020-FDI Policy dated October 15, 2020, effective from October 15, 2020 issued by the
Department of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India, and any modifications thereto or substitutions thereof, issued from time to time
RoC, CPC Registrar of Companies, Central Processing Centre
RoC, CRC Registrar of Companies, Central Registration Centre
CSR Corporate social responsibility
Copyright Act Copyright Act, 1957, as amended
CrPC Code of Criminal Procedure, 1973, as amended
Depositories Together, NSDL and CDSL
Depositories Act Depositories Act, 1996, as amended
DIN Director identification number
DP ID Depository participant’s identification
“DP” or “Depository Participant” A depository participant as defined under the Depositories Act
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India
EGM Extraordinary general meeting
EPS Earnings per equity share
FCNR Foreign currency non-resident
FDI Foreign direct investment
FEMA The Foreign Exchange Management Act, 1999, read with rules and regulations thereunder
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended
“Financial Year” or “Fiscal” or Unless stated otherwise, the period of 12 months ending March 31 of that particular year
“Fiscal Year” or “FY”
FIR First information report
FPI Foreign portfolio investors as defined under the SEBI FPI Regulations
FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI Regulations
“GoI” or “Government” or Government of India
“Central Government”
GST Goods and services tax
HUF Hindu undivided family
ICAI The Institute of Chartered Accountants of India
12Term Description
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards, as issued by the International Accounting Standards Board
Income Tax Act The Income-tax Act, 1961
“Ind AS” or “Indian Accounting Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with
Standards” Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions of the Companies
Act, 2013
Ind AS 19 Indian Accounting Standard 19 - Employee benefits
Ind AS 24 Indian Accounting Standard 24 - Related Party Disclosures
Ind AS 33 Indian Accounting Standard 33 - Earnings per share
Ind AS 34 Indian Accounting Standard 34 - Interim Financial reporting
Ind AS 37 Indian Accounting Standard 37 - Provisions, Contingent Liabilities and Contingent Assets
India Republic of India
“Indian GAAP” or “IGAAP” Accounting Standards notified under Section 133 of the Companies Act and referred to in the Companies
(Accounting Standards) Rules, 2014, as amended and Companies (Accounting Standards) Amendment
Rules, 2016, as amended
IPC The Indian Penal Code, 1860, as amended
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of India
IST Indian Standard Time
IT Information technology
IT Act The Information Technology Act, 2000, as amended
KUA e-KYC user agency
KYC Know your customer
LLP Limited liability partnership
MCA Ministry of Corporate Affairs, Government of India
MSMEs Micro, small and medium enterprises
Mutual Fund(s) Mutual Fund(s) means mutual funds registered under the SEBI (Mutual Funds) Regulations, 1996, as
amended
N/A Not applicable
NACH National automated clearing house
“NAV” or “Net Asset Value” Net asset value
NBFC Non-banking financial companies
NEFT National electronic fund transfer
NI Act Negotiable Instruments Act, 1881, as amended
NRE Non- resident external
NRI A non-resident Indian as defined under the Foreign Exchange Management (Non-Debt Instruments)
Rules, 2019, as amended
NRO Non-resident ordinary
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
“OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the extent of at
Body” least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is
irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission granted to OCBs under
FEMA. OCBs are not allowed to invest in the Offer
Online Gaming Act Promotion and Regulation of Online Gaming Act, 2025
PA Master Directions Master Directions on Regulation of Payment Aggregators, 2025
PA PG Guidelines Guidelines on Regulation of Payment Aggregator and Payment Gateways, 2020
P/E Ratio Price to earnings ratio
PAN Permanent account number
Patents Act The Patents Act, 1970, as amended
PMLA The Prevention of Money-Laundering Act, 2002, as amended
PSS Act The Payment and Settlement Systems Act, 2007, as amended
QR Code Quick response code
RAASB Research Analyst Administration and Supervisory Body
RBI Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934, as amended
Regulation S Regulation S under the U.S. Securities Act
RTGS Real time gross settlement
Rule 144A Rule 144A under the U.S. Securities Act
SCRA Securities Contracts (Regulation) Act, 1956, as amended
SCRR Securities Contracts (Regulation) Rules, 1957, as amended
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992, as amended
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended
13Term Description
SEBI AV Circular SEBI circular bearing number SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/55 dated May 24, 2024 on
audiovisual (AV) presentation of disclosures made in public issue offer documents
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as amended
SEBI FUTP Regulations Securities and Exchange Board of India (Fraudulent and Unfair Trade Practices relating to Securities
Market) Regulations, 2003, as amended
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as
amended
SEBI ICDR Master Circular SEBI master circular bearing number SEBI/HO/CFD/PoD-1/P/CIR/2024/00154 dated November 11,
2024
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended
Regulations
SEBI PIT Regulations Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended
SEBI RTA Master Circular SEBI Master Circular for Registrars to an Issue and Share Transfer Agents (bearing reference no.
SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91, dated June 23, 2025 (including to the extent it pertains
to the UPI Mechanism)
SEBI SBEB & SE Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, as amended
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed pursuant
to the SEBI AIF Regulations
SIDBI Small Industries Development Bank of India
SME Small and medium enterprises
Stamp Act The Indian Stamp Act, 1899, as amended
State Government The government of a state in India
Stock Exchanges BSE and NSE
STT Securities transaction tax
“Systemically Important NBFC” Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of the
or “NBFC-SI” SEBI ICDR Regulations
Sq. ft. Square feet
TAN Tax deduction and collection account number
Trademarks Act Trademarks Act, 1999, as amended
UIDAI The Unique Identification Authority of India
“U.K.” or “UK” United Kingdom
“U.S.” or “USA” or “United United States of America including its territories and possessions, any State of the United States, and
States” the District of Columbia
U.S. GAAP Generally Accepted Accounting Principles in the United States
U.S. SEC Securities and Exchange Commission of the United States of America
U.S. QIBs “Qualified institutional buyers”, as defined in Rule 144A. For the avoidance of doubt, the term “U.S.
QIBs” does not refer to a category of institutional investor defined under applicable Indian regulations
and referred to in this Updated Draft Red Herring Prospectus - I as “QIBs”
U.S. Securities Act U.S. Securities Act of 1933, as amended
“USD” or “US$” United States Dollars
VCFs Venture capital funds as defined in and registered with the SEBI under the SEBI VCF Regulations
“Year” or “calendar year” Unless the context otherwise requires, shall mean the 12 months period ending December 31
14OFFER DOCUMENT SUMMARY
The following is a general summary of certain disclosures and the terms of the Offer and is not exhaustive, nor does it purport
to contain a summary of all the disclosures in this Updated Draft Red Herring Prospectus - I or all details relevant to
prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed
information appearing elsewhere in this Updated Draft Red Herring Prospectus - I, including “Risk Factors”, “The Offer”,
“Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”,
“Restated Consolidated Financial Information”, “Outstanding Litigation and Material Developments”, “Offer Procedure”
and “Description of Equity Shares and Terms of the Articles of Association” on pages 39, 101, 116, 138, 156, 194, 293, 305,
435, 493, and 515, respectively.
Summary of the primary business of our Company
We are a technology company that builds digital platforms for Payments services, Digital Distribution Services and Financial
Services. Through the PhonePe Platform, we offer Consumer Payments, Merchant Payments and Lending Distribution and
Insurance Distribution services. We have also built and are rapidly scaling two New Platforms: (i) Share.Market, our stock
broking and mutual funds distribution platform and (ii) Indus AppStore, a mobile app marketplace. Our platforms are built on
our award-winning scalable technology stack that provides reliability, scalability, security and cost efficiency across our
platforms and new use cases.
Summary of the industry in which our Company operates
India’s digital payments industry is experiencing rapid growth, driven by smartphone adoption, affordable data, and government
initiatives such as Digital Public Infrastructure, according to the Redseer Report. UPI transactions accounted for 87% of
consumer payment value in Fiscal Year 2025, and total consumer payments reached ₹301 trillion (US$3.5 trillion). Merchant
payments are also expanding, supported by innovations such as QR codes and payment devices, according to the Redseer
Report. Increasing financial inclusion is a key growth driver, with total digital consumer payments projected to grow at a 15-
18% CAGR through Fiscal Year 2030. Product innovations and increasing digital penetration specially in Tier-2+ cities are
fuelling further expansion in payments industry, according to the Redseer Report.
Our Promoters
Our Promoters are WM Digital Commerce Holdings Pte. Ltd. and Wal-Mart International Holdings, Inc. For further details,
see “Our Promoters and Promoter Group” on page 293.
Offer Size
The details of the Offer are set out below:
Offer for Sale(1)(2)(3) Up to 50,660,446 Equity Shares of face value of ₹1 each aggregating up to ₹[●] million by the Selling
Shareholders
(1) The Offer has been authorised by our Board pursuant to the resolution passed at its meeting dated September 23, 2025.
(2) Our Board has taken on record the consent by each of the Selling Shareholders to, severally and not jointly, participate in the Offer for Sale, pursuant to
its resolution dated September 23, 2025. Each of the Selling Shareholders has, severally and not jointly, approved its respective participation in the Offer
for Sale pursuant to its respective consent letter. For details on the authorisation and consent of each of the Selling Shareholders in relation to their
respective Offered Shares, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 101 and 454, respectively.
(3) Each of the Selling Shareholders, severally and not jointly, confirmed that its respective portion of the Offered Shares is eligible for being offered for
sale, in accordance with Regulation 8 and 8A of the SEBI ICDR Regulations respectively.
The Offer shall constitute [●]% of the post Offer paid up Equity Share capital of our Company. For further details, see “The
Offer” and “Offer Structure” on pages 101 and 490, respectively.
Objects of the Offer
The Selling Shareholders will be entitled to the entire proceeds of the Offer after deducting their portion of the Offer expenses
and relevant taxes thereon. Our Company will not receive any proceeds from the Offer. The objects of the Offer are to (i)
achieve the benefits of listing the Equity Shares on the Stock Exchanges; and (ii) carry out the Offer for Sale of up to 50,660,446
Equity Shares of face value of ₹1 each aggregating to ₹[●] million by the Selling Shareholders. Further, our Company expects
that the proposed listing of its Equity Shares will enhance our visibility and brand image as well as provide a public market for
the Equity Shares in India.
For further details, see “Objects of the Offer” on page 138.
15Aggregate pre-Offer shareholding of our Promoters, Selling Shareholders, members of the Promoter Group as a
percentage of our paid-up Equity Share capital
The aggregate pre-Offer shareholding as at the date of Updated Draft Red Herring Prospectus - I of our Promoters and Selling
Shareholders is set out below:
Sr. Names of Shareholders Pre-Offer shareholding Post-Offer shareholding(2)
No. Number of Equity Percentage of pre-Offer Number of Equity Percentage of post-Offer
Shares of face value paid-up Equity Share Shares of face value paid-up Equity Share
of ₹1 each(1) capital on a fully diluted of ₹1 each(1) capital on a fully diluted
basis (in %)(1) basis (in %)(1)
Promoter
1. WM Digital Commerce 371,517,890 71.77 [●] [●]
Holdings Pte. Ltd.^
Selling Shareholders (other than Promoter Selling Shareholder)
1. Tiger Global PIP 9–1 Ltd. 1,039,160 0.20 [●] [●]
2. Microsoft Global Finance 3,678,790 0.71 [●] [●]
Unlimited Company
Total 376,235,840 72.68 [●] [●]
^Also the Promoter Selling Shareholder.
Notes:
(1) Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon exercise of vested options under the PSOP.
(2) Subject to completion of the Offer and finalization of the Allotment.
Further, as on the date of this Updated Draft Red Herring Prospectus - I, except as disclosed above, none of our Promoters or
members of the Promoter Group hold any Equity Shares in our Company.
For further details of the Offer, see “Capital Structure” on page 116.
Pre-Offer shareholding as on the date of Price Band advertisement and post-Offer shareholding as at Allotment of our
Promoters, members of the Promoter Group and additional top 10 Shareholders
The pre-Offer shareholding our Promoters, members of Promoter Group and additional top 10 Shareholders as on the date of
the Price Band advertisement and as at the date of Allotment is as set out below:
Sr. Pre-Offer shareholding as at the date of Price Band Post-Offer shareholding as at Allotment*(2)
No. advertisement
Name of the Number of Equity Shareholding At the lower end of the Price At the upper end of the Price
Shareholder Shares of face (in %) Band (in ₹ [●]) Band (in ₹ [●])
value of ₹1 each Number of Shareholding Number of Shareholding
Equity Shares (in %)* Equity Shares (in %)*
of face value of face value
of ₹1 each* of ₹1 each*
Promoters
1. WM Digital [●] [●] [●] [●] [●] [●]
Commerce Holdings
Pte. Ltd.^
Additional top 10 Shareholders
1. [●] [●] [●] [●] [●] [●] [●]
2. [●] [●] [●] [●] [●] [●] [●]
3. [●] [●] [●] [●] [●] [●] [●]
4. [●] [●] [●] [●] [●] [●] [●]
5. [●] [●] [●] [●] [●] [●] [●]
6. [●] [●] [●] [●] [●] [●] [●]
7. [●] [●] [●] [●] [●] [●] [●]
8. [●] [●] [●] [●] [●] [●] [●]
9. [●] [●] [●] [●] [●] [●] [●]
10. [●] [●] [●] [●] [●] [●] [●]
^Also the Promoter Selling Shareholder.
*To be filled in the Prospectus at the Allotment stage.
Notes:
(1) Includes all options that have been exercised until date of prospectus and any transfers of equity shares by existing Shareholders after the date of the
pre-Offer and Price Band advertisement until date of Prospectus.
(2) Based on the Offer price of ₹[●] and subject to finalization of the Basis of Allotment.
For further details of the Offer, see “Capital Structure” on page 116.
16Summary of Restated Consolidated Financial Information
The following details are derived from the Restated Consolidated Financial Information as at and for the six months period
ended September 30, 2025 and September 30, 2024, and as at and for the Fiscal Years ended March 31, 2025, March 31, 2024
and March 31, 2023:
(in ₹ million, unless otherwise stated)
Particulars As at and for As at and for As at and for As at and for As at and for
the six months the six months the Fiscal Year the Fiscal Year the Fiscal Year
period ended period ended ended ended ended
September 30, September 30, March 31, 2025 March 31, 2024 March 31, 2023
2025 2024
Equity share capital 506.60 442.74 442.74 442.74 434.53
Total income 41,745.07 34,597.08 76,313.82 57,222.00 30,834.34
Restated profit/ (loss) (14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69)
Restated Basic (loss) per equity share of ₹1 (30.61) (26.41) (37.46) (45.17) (68.40)
each(1)(6)*
Restated Diluted (loss) per equity share of ₹1 (30.61) (26.41) (37.46) (45.17) (68.40)
each(2)(6)*
Total borrowings - - – – –
Net worth(3) 95,390.18 90,546.35 93,743.37 93,241.22 73,872.44
Return on Net worth (%)(4)* (15.14)% (13.29)% (18.43)% (21.41)% (37.85)%
Net Asset Value per equity share (in ₹)(5)(6) 185.08 177.07 182.79 199.35 170.00
*Not annualised for the six months period ended September 30, 2025 and September 30, 2024.
Notes:
(1) Restated Basic (loss) per equity share of ₹1 each is calculated by dividing the Restated profit/ (loss) by the weighted average number of equity shares
computed in accordance with Ind AS 33 Earnings per share.
(2) Restated Diluted (loss) per equity share of ₹1 each is calculated by dividing the Restated profit/ (loss) by the weighted average number of equity shares
adjusted for effect of dilution computed in accordance with Ind AS 33 Earnings per share.
(3) Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or
credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation in accordance
with Regulation 2(1)(hh) of the SEBI ICDR Regulations. We have calculated net worth as aggregate value of equity share capital, securities premium,
share based payment reserve, other reserves, retained earnings, remeasurement of the defined benefit plan and equity instruments through other
comprehensive income.
(4) Return on net worth (%) is calculated as Restated profit/ (loss) divided by net worth at the end of the period/ year.
(5) Net asset value per equity share (in ₹) is defined as net worth divided by outstanding number of equity shares and such number of equity shares which will
result upon exercise of vested options under various employee stock option plans.
(6) Pursuant to resolutions passed by the Board of Directors and the Shareholders in their respective meetings held on March 11, 2025 and March 31, 2025,
the face value of the equity shares of the Company was sub-divided from ₹ 10 each to ₹ 1 each, the disclosure of basic and diluted earnings per share, net
asset value per equity share for all the period/ years presented has been arrived at after giving effect to the sub-division in accordance with the principles
of Ind AS 33 Earnings per share.
For further details, see “Other Financial Information” on page 379.
Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial
Information
There are no qualifications of Statutory Auditor which have not been given effect to in the Restated Consolidated Financial
Information.
Summary table of outstanding litigation
A summary of outstanding litigation proceedings as on the date of this Updated Draft Red Herring Prospectus - I as disclosed
in the section titled “Outstanding Litigation and Other Material Developments” on page 435, in terms of the SEBI ICDR
Regulations and the Materiality Policy as on the date of this Updated Draft Red Herring Prospectus - I is provided below:
Category of individuals / Criminal Tax Statutory or Disciplinary actions by SEBI Material Aggregate
entities proceedings proceedings(2) regulatory or Stock Exchanges against civil amount
proceedings our Promoters in the last five litigations involved
years, including outstanding (in ₹ million)(1)
action
Company
By our Company 135 N.A. N.A. N.A. 6 240.81
Against our Company 3 16 Nil(3) Nil 1 49.96
Directors
By our Directors 1 N.A. N.A. N.A. Nil 0.07
Against our Directors Nil 3 Nil Nil Nil 515.07(4)
17Category of individuals / Criminal Tax Statutory or Disciplinary actions by SEBI Material Aggregate
entities proceedings proceedings(2) regulatory or Stock Exchanges against civil amount
proceedings our Promoters in the last five litigations involved
years, including outstanding (in ₹ million)(1)
action
Promoters
By our Promoters Nil N.A. N.A. N.A. Nil -
Against our Promoters Nil Nil Nil Nil Nil -
Subsidiaries
By Subsidiaries 1 N.A. N.A. N.A. Nil -
Against Subsidiaries 2 3 3 Nil Nil 6.31
(1) To the extent ascertainable and quantifiable.
(2) The above table does not include 15 refund proceedings and three rectification proceedings filed by our Company and certain Subsidiaries. There is no
tax demand liability against our Company and Subsidiaries in these proceeding but only a refund that needs to be paid by the tax authorities to our
Company and Subsidiaries.
(3) Our Company has filed an adjudication application dated July 14, 2025 before the Registrar of Companies, Karnataka on July 16, 2025, for adjudication
of penalties under Section 450 of the Companies Act, 2013 in relation to non-conformance with the provisions of Section 62(1)(c) of the Companies Act,
2013 read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, as amended, on allotments of equity shares at a price lower than
the price determined in the valuation reports. For further details, see “Risk Factors – Certain of our corporate filings with the RoC have discrepancies
and instances of non-conformance with the Companies Act, 2013 relating to share allotments. We cannot assure you that regulatory proceedings or actions
will not be initiated against us in the future, and we will not be subject to any penalty imposed by the competent regulatory authority in this regard” on
page 66.
(4) The amount pertains to a tax refund in the case of one of our Directors, where an appeal is pending before the Commissioner of Income-tax (Appeals).
Category of individuals Criminal proceedings Statutory or regulatory Aggregate amount
proceedings involved (in ₹ million)(1)
Key Managerial Personnel
By our Key Managerial Personnel 1 Nil 0.07
Against our Key Managerial Personnel Nil Nil Nil
Senior Management
By our Senior Management Nil N.A. Nil
Against our Senior Management Nil Nil Nil
(1) To the extent ascertainable and quantifiable.
As on date of this Updated Draft Red Herring Prospectus - I, there are no outstanding litigations involving our Group Companies
which may have a material impact on our Company.
For further details, see “Outstanding Litigation and Material Developments” on page 435.
Risk factors
For details of the risks applicable to us, see “Risk Factors” on page 39. Bidders are advised to read the risk factors carefully
before making an investment decision in the Offer.
The following is a summary of the top ten risk factors in relation to our Company:
1. We have a history of net losses and negative cash flows from operating activities. We had restated profit/ (loss) of
₹(14,444.22) million, ₹(12,032.05) million, ₹(17,274.10) million, ₹(19,961.71) million and ₹(27,960.69) million for
the six months period ended September 30, 2025 and 2024 , and Fiscal Years 2025, 2024 and 2023, respectively. We
had negative net cash flows used in operating activities of ₹(1,172.71) million, ₹(6,291.52) million and ₹(7,682.50)
million for the six months period ended September 30, 2025 and in Fiscal Years 2024 and 2023, respectively. We have
also experienced negative cash flows used in investing activities and financing activities in the past. We may continue
to incur losses and negative cash flows in the future, which may have an adverse effect on our operations and growth
plans.
2. Our Consumer Payments offering accounted for 56.14%, 68.84%, 63.34%, 71.56% and 82.91% of our revenue from
operations for the six months period ended September 30, 2025 and 2024 , and Fiscal Years 2025, 2024 and 2023,
respectively. Any disruption in our Consumer Payments offering could adversely affect our business, financial
condition, results of operations and cash flows.
3. In the event that our payment processing charges payable to financial institutions increase significantly, and we are
not able to pass on these higher processing charges to our merchants or consumers, our margins and profitability may
decrease significantly.
4. In line with the extant UPI guidelines, we participate in the UPI payment system through Payment System Provider
(“PSP”) banks. Consequently, we are dependent on the three sponsor PSP banks, namely Yes Bank Limited, Axis
Bank Limited, and ICICI Bank Limited. Any change in commercial terms, disruption, failure, or operational
18breakdown within one or more of these payment networks, banks (including PSP banks), especially if occurring
simultaneously, could have an adverse effect on our business.
5. NPCI has issued a Volume Cap Circular (as defined below), proposing a cap of 30% on the total volume of UPI
transactions which has been deferred until December 31, 2026 (calculated as the overall volume of transactions
processed in UPI during the preceding three months on a rolling basis) that may be processed by any single TPAP. If
further guidelines are promulgated by NPCI to implement and enforce the Volume Cap Circular, it may impact our
ability to onboard new UPI users, and thereby our business operations, financial performance, cash flows and overall
growth trajectory may be adversely affected.
6. Our total revenue from payment services was ₹34,058.60 million, ₹29,613.21 million, ₹64,979.39 million, ₹48,583.38
million and ₹28,459.65 million for the six months period ended September 30, 2025 and 2024 , and Fiscal Years 2025,
2024 and 2023, respectively, representing 86.92%, 92.32%, 91.33%, 95.94% and 97.66% of our revenue from
operations for such periods/ fiscal years, respectively. Any downturn in customers’ willingness to use our payments
services could have a material adverse impact on our business, financial condition, results of operations and cash flows.
7. If we are unable to retain or expand our network of users, merchants, lending partners, insurers, or other business
partners, our business, financial condition, results of operations, cash flows and prospects could be materially and
adversely affected.
8. Our operations are subject to various legal and regulatory requirements, including oversight and inspection by most of
the major Indian financial regulators, including the Reserve Bank of India (“RBI”), Securities and Exchange Board of
India (“SEBI”), and Insurance Regulatory & Development Authority of India (“IRDAI”), as well as other authorities
of the Government of India (“GoI”) such as the Unique Identification Authority of India (“UIDAI”) and the
Department of Telecommunications (“DoT”). Any changes in, or non-compliance with, applicable legal or regulatory
requirements may adversely affect our operations.
9. We are subject to cybersecurity risks that could lead to disruptions of our operations and additional costs that adversely
affect our reputation, brand, business, financial condition, results of operations and cash flows.
10. Our success depends on the continuing efforts of our employees including Key Managerial Personnel and Senior
Management, and our ability to recruit and retain talent. If we fail to hire, retain or motivate our employees, maintain
our company culture and our values as we grow, our business may suffer.
Summary of contingent liabilities
Our Company has no contingent liabilities as on September 30, 2025, as per Ind AS 37 Provisions, Contingent Liabilities and
Contingent Assets.
Summary of related party transactions
A summary of related party transactions (post inter-company eliminations) as per Ind AS 24 Related Party Transactions, read
with the SEBI ICDR Regulations, entered into by our Company with the related parties during the six months period ended
September 30, 2025, September 30, 2024 and the fiscal year ended March 31, 2025, March 31, 2024, and March 31, 2023, are
as follows:
(₹ in million)
Particulars Relationship For the six months For the Fiscal Year ended
period ended
September September March 31, 2025 March 31, 2024 March 31, 2023
30, 2025 30, 2024
Revenue from operations
Flipkart Internet Private Fellow subsidiary 11.68 65.77 139.00 86.50 268.51
Limited
Flipkart Health Limited Fellow subsidiary - 0.18 0.23 0.80 8.77
Instakart Services Private Fellow subsidiary 170.27 103.64 243.49 249.31 322.52
Limited
Myntra Designs Private Fellow subsidiary 39.35 37.37 81.91 75.48 57.83
Limited
Cleartrip Private Limited Fellow subsidiary 0.82 7.40 29.11 45.70 6.08
Comercio Digital Wal- Fellow subsidiary - 6.44 15.39 1.04 -
Mart, S. de R.L. de C.V.
Jeeves Consumer Fellow subsidiary - 0.01 0.01 0.06 0.09
Services Private Limited
19(₹ in million)
Particulars Relationship For the six months For the Fiscal Year ended
period ended
September September March 31, 2025 March 31, 2024 March 31, 2023
30, 2025 30, 2024
Wal-Mart India Private Fellow subsidiary 0.02 1.25 3.23 12.12 0.23
Limited
Yuvdhi Apparels Private Associate of fellow subsidiary - 0.01 0.01 0.01 -
Limited
Wildcraft India Limited Associate of fellow subsidiary 0.38 0.33 0.71 0.86 0.84
F1 Info Solutions & Fellow subsidiary 0.35 - - - -
Services Private Limited
Flipkart Advanz Private Fellow subsidiary - - - 9.48 -
Limited
Flipkart India Private Fellow subsidiary - - - 0.56 -
Limited
Dividend income
C.E. Info Systems Associate 26.17 35.69 35.69 30.59 -
Limited (formerly known
as ‘C.E. Info Systems
Private Limited’)
Other Income
Headstand Pte. Ltd. Immediate holding company - - - - 209.80
(formerly known as upto December 23, 2022 and
‘PhonePe Private Fellow subsidiary from
Limited (Singapore)’) December 23, 2022 upto June
08, 2023
Expenses incurred on behalf of related parties
Walmart Inc. Ultimate holding company 18.85 13.81 34.61 30.92 28.54
Flipkart Internet Private Fellow subsidiary 10.00 10.00 20.00 20.00 20.00
Limited
Headstand Pte. Ltd. Immediate holding company - - - - 9.06
(formerly known as upto December 23, 2022 and
‘PhonePe Private Fellow subsidiary from
Limited (Singapore)’) December 23, 2022 upto June
08, 2023
Share based payments
Headstand Pte. Ltd. Immediate holding company - - - 443.91 9,215.33
(formerly known as upto December 23, 2022 and
‘PhonePe Private Fellow subsidiary from
Limited (Singapore)’) December 23, 2022 upto June
08, 2023
Flipkart Private Limited Intermediate holding - - - - 2,622.41
company upto December 23,
2022 and Fellow subsidiary
from December 23, 2022
Reversal of ESOP liability on account of migration
Headstand Pte. Ltd. Immediate holding company - - - 21,070.00 12,766.81
(formerly known as upto December 23, 2022 and
‘PhonePe Private Fellow subsidiary from
Limited (Singapore)’) December 23, 2022 upto June
08, 2023
License and service expense
Flipkart Internet Private Fellow subsidiary 3.54 9.92 8.49 21.02 -
Limited
C.E. Info Systems Associate 18.98 42.42 61.96 68.04 51.49
Limited (formerly known
as ‘C.E. Info Systems
Private Limited’)
Travelling and conveyance expense
Cleartrip Packages and Fellow subsidiary - - - 5.10 -
Tours Private Limited
Cleartrip Private Limited Fellow subsidiary - - - - 0.83
Flipkart Internet Private Fellow subsidiary - - - - 7.71
Limited
Repairs and Maintenance expense
20(₹ in million)
Particulars Relationship For the six months For the Fiscal Year ended
period ended
September September March 31, 2025 March 31, 2024 March 31, 2023
30, 2025 30, 2024
F1 Info Solutions & Fellow subsidiary 6.99 25.86 66.89 14.35 -
Services Private Limited
Staff welfare expense
Wildcraft India Limited Associate of fellow subsidiary - - - 1.25 1.76
Flipkart Internet Private Fellow subsidiary - - - - 4.03
Limited
Flipkart India Private Fellow subsidiary - - - - 0.36
Limited
Logistics expense
Shadowfax Technologies Associate of fellow subsidiary 4.16 64.17 80.42 - -
Limited (formerly known
as ‘Shadowfax
Technologies Private
Limited’)
Rent expense
C.E. Info Systems Associate - - - - 3.54
Limited (formerly known
as ‘C.E. Info Systems
Private Limited’)
Information technology infrastructure expense
Flipkart Internet Private Fellow subsidiary - - - - 17.99
Limited
Myntra Designs Private Fellow subsidiary - - - - 8.06
Limited
Expenses reimbursed to related party
Headstand Pte. Ltd. Immediate holding company - - - - 222.61
(formerly known as upto December 23, 2022 and
‘PhonePe Private Fellow subsidiary from
Limited (Singapore)’) December 23, 2022 upto June
08, 2023
Flipkart Internet Private Fellow subsidiary - - - - 43.04
Limited
Flipkart Private Limited Intermediate holding - - - - 75.53
company upto December 23,
2022 and Fellow subsidiary
from December 23, 2022
Issue/ allotment of shares
WM Digital Commerce Immediate holding company - - - - 16,600.00
Holdings Pte. Ltd. from December 23, 2022
(formerly known as ‘FIT
Parent Pte. Ltd.’ and
‘FIT Holdings S.A.R.L.’)
Headstand Pte. Ltd. Immediate holding company - - - - 7,423.16
(formerly known as upto December 23, 2022 and
‘PhonePe Private Fellow subsidiary from
Limited (Singapore)’) December 23, 2022 upto June
08, 2023
Purchase of shares in Indus Appstore (Singapore) Pte. Ltd. (formerly known as ‘Oslabs Pte. Ltd.’)
Headstand Pte. Ltd. Immediate holding company - - - - 5,763.75
(formerly known as upto December 23, 2022 and
‘PhonePe Private Fellow subsidiary from
Limited (Singapore)’) December 23, 2022 upto June
08, 2023
Compensation to key management personnel
Remuneration - salary Directors and executive 48.07 26.99 73.14 50.01 68.14
and other benefits* officers
Remuneration - share 12,038.73 4,834.33 9,192.55 2,264.91 9,172.99
based payments
(including SARs)
Salary advance given 2.00 - - - -
Salary advance (0.34) - - - -
recovered
Legal and professional 65.59 15.36 35.76 17.54 -
21(₹ in million)
Particulars Relationship For the six months For the Fiscal Year ended
period ended
September September March 31, 2025 March 31, 2024 March 31, 2023
30, 2025 30, 2024
Reimbursements - 0.13 0.13 - -
Issue/ allotment of 44.44 - - - -
shares**
* Key management personnel are entitled to post-employment benefits and other long-term employee benefits recognised as per Ind-AS 19 ‘Employee
Benefits’. As these employee benefits are lump sum amounts provided on the basis of actuarial valuation, the same will be included on a payment basis.
** Our Company has received ₹40,500.29 million to settle the tax obligation arising on options exercised by the key managerial personnel during the six
months ended September 30, 2025.
Terms and conditions of transactions with related parties
(1) Transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions.
(2) All the outstanding balances (payables or receivables) with related parties are unsecured.
(3) A trademark license agreement was entered between the Company and Meteor Sports LLP ("MSL"), a body corporate whose partners/ designated partners
include certain Key managerial personnel of the Company on February 1, 2023 for a limited period of up to 3 months, for the purpose of displaying
/including the Company's logo/trademark on MSL team’s jersey design/merchandise/player’s sport accessories and any other related
advertisement/display properties during the Prime Volleyball League 2023 in India which ended on March 05, 2023. The provision of license for a limited
period has been considered sufficient consideration for the purpose of the agreement. The necessary disclosures have been made and requisite approvals
for this transaction have been obtained, in compliance with the applicable provisions of the Companies Act, 2013.
The following are details of the related party transactions eliminated on consolidation during the six months period ended
September 30, 2025 and September 30, 2024 and Fiscal Year ended March 31, 2025, March 31, 2024, March 31, 2023 as per
Ind AS 24 Related Party Disclosures read with the SEBI ICDR Regulations:
(₹ in millions)
Sr. List of eliminated Relationship For the six months period For the Fiscal Year ended
No. transactions ended
(with or between September September March 31, March 31, March 31,
subsidiaries) 30, 2025 30, 2024 2025 2024 2023
1 PhonePe Limited (formerly known as ‘PhonePe Private Limited’)
Revenue from operations
PhonePe Wealth Broking Subsidiary 30.09 191.39 268.94 224.88 79.75
Private Limited
PhonePe Lending Services Subsidiary 181.28 42.46 113.19 140.19 -
Private Limited
PhonePe Insurance Broking Subsidiary 41.27 21.77 53.52 68.79 44.12
Services Private Limited
Pincode Shopping Solutions Subsidiary 0.80 6.24 7.41 1.69 -
Private Limited
Indus Appstore Private Subsidiary w.e.f October 2.91 2.92 4.75 - -
Limited 6, 2022
PhonePe Technology Subsidiary - 6.25 - 10.42 -
Services Private Limited
Sublease Income
PhonePe Technology Subsidiary 0.34 0.30 0.70 2.51 0.52
Services Private Limited
PhonePe Insurance Broking Subsidiary 6.23 9.23 18.63 26.70 2.29
Services Private Limited
PhonePe Wealth Broking Subsidiary 47.68 32.58 67.83 41.41 17.60
Private Limited
Pincode Shopping Solutions Subsidiary 49.01 28.20 65.27 11.84 0.46
Private Limited
PhonePe Finance Private Subsidiary 0.18 0.21 0.50 1.80 0.30
Limited
PhonePe Lending Services Subsidiary 47.79 24.85 61.31 26.92 9.95
Private Limited
Indus Appstore Private Subsidiary w.e.f October 21.21 16.35 35.35 51.58 15.26
Limited 6, 2022
Manpower and Technology services income
PhonePe Lending Services Subsidiary 1,895.63 380.39 1,032.46 278.57 -
Private Limited
Pincode Shopping Solutions Subsidiary 67.83 51.75 104.72 - -
Private Limited
PhonePe Insurance Broking Subsidiary 290.76 34.27 72.99 - -
Services Private Limited
22(₹ in millions)
Sr. List of eliminated Relationship For the six months period For the Fiscal Year ended
No. transactions ended
(with or between September September March 31, March 31, March 31,
subsidiaries) 30, 2025 30, 2024 2025 2024 2023
PhonePe Wealth Broking Subsidiary 184.96 10.19 20.36 - -
Private Limited
PhonePe Technology Subsidiary 9.37 3.00 17.80 5.00 -
Services Private Limited
Indus Appstore Private Subsidiary w.e.f October 1.67 0.69 2.05 - -
Limited 6, 2022
Interest income on loans
PhonePe Lending Services Subsidiary 120.52 128.69 257.65 90.50 -
Private Limited
Indus Appstore Private Subsidiary w.e.f October 215.05 122.73 255.40 89.01 21.25
Limited 6, 2022
Pincode Shopping Solutions Subsidiary 0.50 - - - -
Private Limited
PhonePe Wealth Broking Subsidiary - - - - 0.11
Private Limited
Expenses incurred by related parties on Company’s behalf
PhonePe Insurance Broking Subsidiary 0.29 - - 1.74 1.25
Services Private Limited
PhonePe Wealth Broking Subsidiary - - - - 3.01
Private Limited
PhonePe Lending Services Subsidiary 0.13 - - - 3.48
Private Limited
Pincode Shopping Solutions Subsidiary - - 0.88 - -
Private Limited
PhonePe Finance Private Subsidiary - - 5.36 - 0.10
Limited
Indus Appstore Private Subsidiary w.e.f October - - - 0.02 -
Limited 6, 2022
Expenses incurred on behalf of related parties
PhonePe Insurance Broking Subsidiary 21.00 14.33 29.18 85.15 -
Services Private Limited
Indus Appstore Private Subsidiary w.e.f October 2.50 4.15 16.85 16.20 0.87
Limited 6, 2022
PhonePe Lending Services Subsidiary 62.01 38 .59 54.98 0.39 5.78
Private Limited
PhonePe Finance Private Subsidiary - 2.92 - 5.39 5.21
Limited
PhonePe Wealth Broking Subsidiary 21.53 36.91 68.73 13.41 0.10
Private Limited
Pincode Shopping Solutions Subsidiary 9.41 153.19 187.44 152.96 -
Private Limited
PhonePe Technology Subsidiary 0.20 1.76 4.23 - -
Services Private Limited
Advertisement and sales promotions expense
Indus Appstore Private Subsidiary w.e.f October - - - - 3.34
Limited 6, 2022
License fee
Phonepe Insurance Broking Subsidiary 8.25 - - - -
Services Private Limited
PhonePe Wealth Broking Subsidiary 2.75 - - - -
Private Limited
Pincode Shopping Solutions Subsidiary 0.10 - - - -
Private Limited
PhonePe Lending Services Subsidiary 36.26 - - - -
Private Limited
Equity Investment
PhonePe Wealth Broking Subsidiary 400.00 1,900.00 3,650.00 2,070.00 4,632.50
Private Limited
Pincode Shopping Solutions Subsidiary 1,750.00 900.00 2,900.00 900.00 -
Private Limited
PhonePe Insurance Broking Subsidiary - 450.00 450.00 2,260.00 5,620.00
Services Private Limited
23(₹ in millions)
Sr. List of eliminated Relationship For the six months period For the Fiscal Year ended
No. transactions ended
(with or between September September March 31, March 31, March 31,
subsidiaries) 30, 2025 30, 2024 2025 2024 2023
PhonePe Technology Subsidiary - 30.00 100.00 250.00 -
Services Private Limited
Indus Appstore (Singapore) Subsidiary w.e.f. October 2,350.00 - - - 490.57
Pte Ltd 6, 2022
PhonePe Finance Private Subsidiary - - - - 50.00
Limited
PhonePe Lending Services Subsidiary - - - - 164.50
Private Limited
Share based payments
Indus Appstore Private Subsidiary w.e.f October 35.77 182.61 320.12 464.33 290.49
Limited 6, 2022
PhonePe Insurance Broking Subsidiary 283.86 354.04 669.52 614.73 351.90
Services Private Limited
PhonePe Lending Services Subsidiary 483.13 507.59 990.95 590.53 33.48
Private Limited
PhonePe Technology Subsidiary 4.34 17.76 36.56 138.13 7.39
Services Private Limited
PhonePe Wealth Broking Subsidiary 326.45 336.81 639.54 921.12 453.71
Private Limited
Pincode Shopping Solutions Subsidiary 399.89 380.98 749.91 438.36 -
Private Limited
Employee Transfers asset
Indus Appstore Private Subsidiary w.e.f October 2.16 5.83 - 3.66 -
Limited 6, 2022
PhonePe Wealth Broking Subsidiary 1.08 2.37 5.27 3.37 -
Private Limited
PhonePe Insurance Broking Subsidiary 8.93 8.13 0.61 - -
Services Private Limited
Pincode Shopping Solutions Subsidiary 8.32 8.99 2.49 - -
Private Limited
PhonePe Lending Services Subsidiary 5.11 5.10 - - -
Private Limited
PhonePe Technology Subsidiary 3.62 2.43 - - -
Services Private Limited
Employee Transfers liability
Pincode Shopping Solutions Subsidiary 1.57 2.29 - 66.54 5.57
Private Limited
PhonePe Insurance Broking Subsidiary 4.13 1.54 - 2.12 -
Services Private Limited
PhonePe Lending Services Subsidiary 15.97 2.16 5.83 40.36 -
Private Limited
PhonePe Technology Subsidiary 0.44 1.24 1.12 4.14 -
Services Private Limited
Indus Appstore Private Subsidiary w.e.f October 3.17 - 5.73 - -
Limited 6, 2022
PhonePe Wealth Broking Subsidiary 1.19 0.39 - - -
Private Limited
Transfer of other liability
PhonePe Insurance Broking Subsidiary - - 0.06 2.88 -
Services Private Limited
Sale of intangibles
PhonePe Lending Services Subsidiary - - - 2,136.00 -
Private Limited
Purchase of intangibles
PhonePe Lending Services Subsidiary - - - 14.30 -
Private Limited
2 PhonePe Insurance Broking Services Private Limited
Advertisement and sales promotions expense
PhonePe Limited Holding Company 8.25 - - - -
Rent expense
PhonePe Limited Holding Company 6.23 9.23 18.63 26.70 2.29
24(₹ in millions)
Sr. List of eliminated Relationship For the six months period For the Fiscal Year ended
No. transactions ended
(with or between September September March 31, March 31, March 31,
subsidiaries) 30, 2025 30, 2024 2025 2024 2023
Information technology infrastructure and service expense
PhonePe Limited Holding Company 64.22 47.80 107.79 68.79 44.12
Legal and professional expense
PhonePe Limited Holding Company 267.81 8.24 18.72 - -
Share based payments
PhonePe Limited Holding Company 283.86 354.04 669.52 614.73 351.90
Equity Investment
PhonePe Limited Holding Company - 450.00 450.00 2,260.00 5,620.00
Expenses incurred on behalf of related parties
PhonePe Limited Holding Company 0.29 - - 1.74 1.25
Expenses incurred by related parties on Company’s behalf
PhonePe Limited Holding Company 21.00 14.33 29.18 85.15 -
Employee Transfers asset
PhonePe Limited Holding Company 4.13 1.54 - 2.12 -
PhonePe Wealth Broking Fellow subsidiary 0.04 2.17 - 0.48 -
Private Limited
PhonePe Lending Services Fellow subsidiary 0.26 2.37 - - -
Private Limited
Indus Appstore Private Fellow subsidiary - 0.18 - - -
Limited
Pincode Shopping Solutions Fellow subsidiary - 0.40 - - -
Private Limited
PhonePe Technology Fellow subsidiary - - 0.60 - -
Services Private Limited
Employee Transfers liability
PhonePe Technology Fellow subsidiary - 0.82 - 0.33 0.19
Services Private Limited
PhonePe Lending Services Fellow subsidiary 0.03 - 4.21 3.92 -
Private Limited
PhonePe Limited Holding Company 8.93 8.13 0.61 - -
Indus Appstore Private Fellow subsidiary - - 0.09 - -
Limited
PhonePe Wealth Broking Fellow subsidiary - - 2.86 - -
Private Limited
Pincode Shopping Solutions Fellow subsidiary - - 0.65 - -
Private Limited
Transfer of other asset
PhonePe Wealth Broking Fellow subsidiary - - 12.89 - -
Private Limited
PhonePe Lending Services Fellow subsidiary - - 3.68 - -
Private Limited
PhonePe Limited Holding Company - - 0.06 2.88 -
3 Pincode Shopping Solutions Private Limited
Interest on borrowings
PhonePe Limited Holding Company 0.50 - - - -
Payment processing charges
PhonePe Limited Holding Company 0.47 3.11 3.70 1.69 -
Rent expense
PhonePe Limited Holding Company 49.01 28.20 65.27 11.84 0.46
Advertisement and sales promotions expense
PhonePe Limited Holding Company 0.43 3.12 3.71 - -
Information technology infrastructure and service expense
PhonePe Limited Holding Company 54.66 50.87 103.64 - -
Legal and professional expense
PhonePe Limited Holding Company 13.16 0.88 1.08 - -
Share based payments
PhonePe Limited Holding Company 399.89 380.98 749.91 438.36 -
Equity Investment
PhonePe Limited Holding Company 1,750.00 900.00 2,900.00 900.00 -
Expenses incurred by related parties on Company’s behalf
PhonePe Limited Holding Company 9.41 153.19 187.44 152.96 -
25(₹ in millions)
Sr. List of eliminated Relationship For the six months period For the Fiscal Year ended
No. transactions ended
(with or between September September March 31, March 31, March 31,
subsidiaries) 30, 2025 30, 2024 2025 2024 2023
Expenses incurred on behalf of related parties
PhonePe Limited Holding Company - - 0.88 - -
Employee Transfers asset
PhonePe Limited Holding Company 1.57 2.29 - 66.54 5.57
PhonePe Insurance Broking Fellow subsidiary - - 0.65 - -
Services Private Limited
Employee Transfers liability
PhonePe Limited Holding Company 8.32 8.99 2.49 - -
PhonePe Wealth Broking Fellow subsidiary - 1.56 1.65 0.93 -
Private Limited
PhonePe Insurance Broking Fellow subsidiary - 0.40 - - -
Services Private Limited
4 PhonePe Lending Services Private Limited
Advertisement and sales promotions expense
PhonePe Limited Holding Company 36.26 - - - -
Rent expense
PhonePe Limited Holding Company 47.79 24.85 61.31 26.92 9.95
Legal and professional expense
PhonePe Limited Holding Company 1,226.52 16.10 39.38 - -
Information technology infrastructure and service expense
PhonePe Limited Holding Company 283.64 113.90 267.45 140.19 -
Subcontract and customer support expense
PhonePe Limited Holding Company 566.75 292.85 838.82 278.57 -
Share based payments
PhonePe Limited Holding Company 483.13 507.59 990.95 590.53 33.48
Interest on borrowings
PhonePe Limited Holding Company 120.52 128.69 257.65 90.50 -
Equity Investment
PhonePe Limited Holding Company - - - - 164.50
Expenses incurred by related parties on Company’s behalf
PhonePe Limited Holding Company 62.01 38.59 54.98 0.39 5.78
PhonePe Wealth Broking Fellow subsidiary - 7.75 9.69 - -
Private Limited
Expenses incurred on behalf of related parties
PhonePe Limited Holding Company 0.13 - - - 3.48
Employee Transfers asset
PhonePe Limited Holding Company 15.97 2.16 5.83 40.36 -
PhonePe Insurance Broking Fellow subsidiary 0.03 - 4.21 3.92 -
Services Private Limited
PhonePe Wealth Broking Fellow subsidiary - - - 0.98 -
Private Limited
Indus Appstore Private Fellow subsidiary 0.50 - - 0.15 -
Limited
PhonePe Technology Fellow subsidiary 4.15 - 0.53 - -
Services Private Limited
Employee transfers liability
PhonePe Limited Holding Company 5.11 5.10 - - -
PhonePe Insurance Broking Fellow subsidiary 0.26 2.37 - - -
Services Private Limited
PhonePe Wealth Broking Fellow subsidiary - 0.04 - - -
Private Limited
Indus Appstore Private Fellow subsidiary 0.65 - - - -
Limited
PhonePe Technology Fellow subsidiary 0.64 - - - -
Services Private Limited
Transfer of other liability
PhonePe Insurance Broking Fellow subsidiary - - 3.68 - -
Services Private Limited
Purchase of intangibles
PhonePe Limited Holding Company - - - 2,136.00 -
Sale of intangibles
26(₹ in millions)
Sr. List of eliminated Relationship For the six months period For the Fiscal Year ended
No. transactions ended
(with or between September September March 31, March 31, March 31,
subsidiaries) 30, 2025 30, 2024 2025 2024 2023
PhonePe Limited Holding Company - - - 14.30 -
5 PhonePe Wealth Broking Private Limited
Share based payments
PhonePe Limited Holding Company 326.45 336.81 639.54 921.12 453.71
Advertisement and sales promotions expense
P honePe Limited Holding Company 23.03 187.31 259.88 - -
Information technology infrastructure and service expense
PhonePe Limited Holding Company 25.26 12.42 25.63 224.88 79.75
Legal and professional expense
PhonePe Limited Holding Company 169.50 1.84 3.79 - -
Rent expense
PhonePe Limited Holding Company 47.68 32.58 67.83 41.41 17.60
Interest on borrowings
PhonePe Limited Holding Company - - - - 0.11
Equity Investment
PhonePe Limited Holding Company 400.00 1,900.00 3,650.00 2,070.00 4,632.50
Expenses incurred by related parties on Company’s behalf
PhonePe Limited Holding Company 21.53 36.91 68.73 13.41 0.10
Expenses incurred on behalf of related parties
PhonePe Limited Holding Company - - - - 3.01
PhonePe Lending Services Fellow subsidiary - 7.75 9.69 - -
Private Limited
Employee Transfers asset
PhonePe Limited Holding Company 1.19 0.39 - - -
Pincode Shopping Solutions Fellow subsidiary - 1.56 1.65 0.93 -
Private Limited
PhonePe Insurance Broking Fellow subsidiary - - 2.86 - -
Services Private Limited
PhonePe Lending Services Fellow subsidiary - 0.04 - - -
Private Limited
Employee Transfers liability
PhonePe Limited Holding Company 1.08 2.37 5.27 3.37 -
PhonePe Lending Services Fellow subsidiary - - - 0.98 -
Private Limited
PhonePe Insurance Broking Fellow subsidiary 0.04 2.17 - 0.48 -
Services Private Limited
Indus Appstore Private Fellow subsidiary - - 0.99 - -
Limited
Transfer of other liability
PhonePe Insurance Broking Fellow subsidiary - - 12.89 - -
Services Private Limited
6 PhonePe Technology Services Private Limited
Share based payments
PhonePe Limited Holding Company 4.34 17.76 36.56 138.13 7.39
Legal and professional expense
PhonePe Limited Holding Company - 3.00 - - -
Subcontract and customer support expense
PhonePe Limited Holding Company - - - 5.00 -
Rent expense
PhonePe Limited Holding Company 0.34 0.30 0.70 2.51 0.52
Information technology infrastructure and service expense
PhonePe Limited Holding Company 9.37 6.25 17.80 10.42 -
Expenses incurred by related parties on Company’s behalf
PhonePe Limited Holding Company 0.20 1.76 4.23 - -
Equity Investment
PhonePe Limited Holding Company - 30.00 100.00 250.00 -
Employee Transfers asset
PhonePe Insurance Broking Fellow subsidiary - 0.82 - 0.33 0.19
Services Private Limited
PhonePe Limited Holding Company 0.44 1.24 1.12 4.14 -
27(₹ in millions)
Sr. List of eliminated Relationship For the six months period For the Fiscal Year ended
No. transactions ended
(with or between September September March 31, March 31, March 31,
subsidiaries) 30, 2025 30, 2024 2025 2024 2023
PhonePe Lending Services Fellow subsidiary 0.64 - - - -
Private Limited
Indus Appstore Private Fellow subsidiary - - - 0.26 -
Limited
Employee Transfers liability
PhonePe Lending Services Fellow subsidiary 4.15 - 0.53 - -
Private Limited
PhonePe Limited Holding Company 3.62 2.43 - - -
PhonePe Insurance Broking Fellow subsidiary - - 0.60 - -
Services Private Limited
7 PhonePe Finance Private Limited
Rent expense
PhonePe Limited Holding Company 0.18 0.21 0.50 1.80 0.30
Equity Investment
PhonePe Limited Holding Company - - - - 50.00
Expenses incurred by related parties on Company’s behalf
PhonePe Limited Holding Company - 2.92 - 5.39 5.21
Expenses incurred on behalf of related parties
PhonePe Limited Holding Company - - 5.36 - 0.10
8 Indus Appstore Private Limited
Revenue from operations
PhonePe Limited Holding Company - - - - 3.34
Revenue share - platform providers expense
Indus Appstore (Singapore) Holding Company - - - 2.33 5.07
Pte Ltd
Share based payments
PhonePe Limited Holding Company 35.77 182.61 320.12 464.33 290.49
Rent expense
PhonePe Limited Holding Company 21.21 16.35 35.35 51.58 15.26
Advertisement and sales promotions expense
PhonePe Limited Holding Company 2.91 2.92 4.75 - -
Equity Investment
Indus Appstore (Singapore) Holding Company 2,419.86 - 828.00 - 5.12
Pte Ltd
Information technology infrastructure and service expense
PhonePe Limited Holding Company 1.67 0.69 2.05 - -
Expenses incurred by related parties on Company’s behalf
PhonePe Limited Holding Company 2.50 4.15 16.85 16.20 0.87
Expenses incurred on behalf of related parties
PhonePe Limited Holding Company - - - 0.02 -
Interest on borrowings
PhonePe Limited Holding Company 215.05 122.73 255.40 89.01 21.25
Interest on Compulsory convertible debentures
Indus Appstore (Singapore) Holding Company - - - - 19.94
Pte Ltd
Employee Transfers asset
PhonePe Limited Holding Company 3.17 - 5.73 - -
PhonePe Lending Services Fellow subsidiary 0.65 - - - -
Private Limited
PhonePe Wealth Broking Fellow subsidiary - - 0.99 - -
Private Limited
PhonePe Insurance Broking Fellow subsidiary - - 0.09 - -
Services Private Limited
Employee Transfers liability
PhonePe Limited Holding Company 2.16 5.83 - 3.66 -
PhonePe Lending Services Fellow subsidiary 0.50 - - 0.15 -
Private Limited
PhonePe Insurance Broking Fellow subsidiary - 0.18 - - -
Services Private Limited
28(₹ in millions)
Sr. List of eliminated Relationship For the six months period For the Fiscal Year ended
No. transactions ended
(with or between September September March 31, March 31, March 31,
subsidiaries) 30, 2025 30, 2024 2025 2024 2023
PhonePe Technology Fellow subsidiary - - - 0.26 -
Services Private Limited
Purchase of Intellectual property rights
Indus Appstore (Singapore) Holding Company - - - 793.00 -
Pte Ltd
9 Indus Appstore (Singapore) Pte Ltd
Revenue from operations
Indus Appstore Private Subsidiary - - - 2.33 5.07
Limited
Equity Investment
PhonePe Limited Holding Company 2,350.00 - - - 490.57
Indus Appstore Private Subsidiary 2,419.86 - 828.00 - 5.12
Limited
Interest income on Loans
Indus Appstore Private Subsidiary - - - - 19.94
Limited
Proceeds from sale of intellectual property rights
Indus Appstore Private Subsidiary - - - 793.00 -
Limited
Financing arrangements
Our Promoters, members of the Promoter Group, our Directors and their relatives have not financed the purchase by any other
person of securities of our Company other than in the normal course of the business of the financing entity during the period of
six months immediately preceding the date of this Updated Draft Red Herring Prospectus - I.
Weighted average price at which the specified securities were acquired by our Promoters and the Selling Shareholders
in the one year preceding the date of this Updated Draft Red Herring Prospectus - I
The weighted average price at which the specified securities were acquired by one of our Promoters and the Selling Shareholders,
in the last one year preceding the date of this Updated Draft Red Herring Prospectus - I is as follows:
Name Number of Equity Shares of Number of Equity Shares of Weighted average price of
face value of ₹1 each as on face value of ₹1 each acquired acquisition per Equity Share
date of this Updated Draft in the last one year acquired in the last one
Red Herring Prospectus - I year*(in ₹)
Promoters
WM Digital Commerce Holdings 371,517,890 NA# NA#
Pte. Ltd.^
Investor Selling Shareholders
Tiger Global PIP 9-1 Ltd. 1,039,160 NA# NA#
Microsoft Global Finance 3,678,790 NA# NA#
Unlimited Company
* As certified by Manian & Rao, Chartered Accountants (FRN No. 001983S), by way of their certificate dated January 21, 2026.
^Also the Promoter Selling Shareholder.
#No Equity Shares were acquired in the last one year.
Further, as on the date of this Updated Draft Red Herring Prospectus - I, one of our Promoters, Wal-Mart International Holdings,
Inc. does not hold nor has acquired any Equity Shares in our Company.
For further details, see “Capital Structure – Notes to the Capital Structure – Equity share capital history of our Company” on
page 117.
Average cost of acquisition of Equity Shares of our Promoters and the Selling Shareholders
The average cost of acquisition per Equity Share held by one of our Promoters and the Selling Shareholders as on the date of
this Updated Draft Red Herring Prospectus - I is as follows:
29Category of Shareholder Number of Equity Shares of face value of ₹1 Average cost of acquisition per
each acquired as on the date of this Updated Equity Share* (in ₹)
Draft Red Herring Prospectus - I
Promoters
WM Digital Commerce Holdings Pte. Ltd. ^ 371,517,890 1,996.80
Investor Selling Shareholders
Tiger Global PIP 9-1 Ltd. 1,039,160 1,996.80
Microsoft Global Finance Unlimited Company 3,678,790 1,996.80
* As certified by Manian & Rao, Chartered Accountants (FRN No. 001983S), by way of their certificate dated January 21, 2026.
^Also the Promoter Selling Shareholder.
Further, as on the date of this Updated Draft Red Herring Prospectus - I, one of our Promoters, Wal-Mart International Holdings,
Inc. does not hold nor has acquired any Equity Shares in our Company.
For further details, see “Capital Structure – Notes to the Capital Structure – Equity share capital history of our Company” on
page 117.
Details of price at which specified securities were acquired in the last three years preceding the date of this Updated
Draft Red Herring Prospectus - I by our Promoters, members of the Promoter Group, the Selling Shareholders and the
Shareholders with right to nominate Directors or other special rights
Except as stated below, there have been no specified securities that were acquired in the last three years preceding the date of
this Updated Draft Red Herring Prospectus - I, by our Promoters, the Selling Shareholders and Shareholders with the right to
nominate Directors or other special rights in our Company:
Name of the Nature of transaction Date of Number of Equity Face value per Acquisition price
acquirer/shareholder acquisition of Shares of face Equity Share per Equity Share
Equity Shares value of ₹1 each (in ₹) (in ₹)#
acquired
Promoters
WM Digital Commerce Holdings Preferential allotment March 17, 2023 8,313,300* 1* 1,996.80*
Pte. Ltd.^
Investor Selling Shareholders
Tiger Global PIP 9-1 Ltd. Preferential allotment February 23, 1,039,160* 1* 1,996.80*
2023
Shareholders with right to nominate directors or other special rights
WM Digital Commerce Holdings Preferential allotment March 17, 2023 8,313,300* 1* 1,996.80*
Pte. Ltd.^
Sameer Nigam Allotment of Equity September 12, 21,603,410 1 1.00
Shares pursuant to 2025
exercise of stock
options under the
PhonePe Founder
Award Schemes
Rahul Chari Allotment of Equity September 12, 21,603,410 1 1.00
Shares pursuant to 2025
exercise of stock
options under the
PhonePe Founder
Award Schemes
# As certified by Manian & Rao, Chartered Accountants (FRN No. 001983S), by way of their certificate dated January 21, 2026.
^Also Promoter Selling Shareholder.
*Includes the impact of sub-division of equity share of ₹10 each into 10 Equity Shares of ₹1 each.
Further, as on the date of this Updated Draft Red Herring Prospectus - I, one of our Promoters, Wal-Mart International Holdings,
Inc. and members of the Promoter Group neither hold nor have acquired any Equity Shares in our Company.
30Weighted average cost of acquisition of specified securities transacted by Promoters, members of the Promoter Group,
Selling Shareholders and the shareholders with right to nominate directors or other special rights in three years,
eighteen months and one year immediately preceding this Updated Draft Red Herring Prospectus - I
Period Number of Equity Weighted average Cap Price is ‘x’ Range of acquisition
Shares transacted cost of acquisition times the weighted price per Equity
of face value ₹ 1 per Equity Share average cost of Share: lowest price –
each* (in ₹)* acquisition@ highest price (in ₹)*
Last one year preceding the date of this 60,050,270 656.39 [●] ₹ 1.00 to ₹ 2,337.60
Updated Draft Red Herring Prospectus - I
Last 18 months preceding the date of this 60,050,270 656.39 [●] ₹ 1.00 to ₹ 2,337.60
Updated Draft Red Herring Prospectus - I
Last three years preceding the date of this 69,402,730 837.02 [●] ₹ 1.00 to ₹ 2,337.60
Updated Draft Red Herring Prospectus - I
@To be updated at the prospectus stage.
*Includes the impact of sub-division of equity shares ₹10 each into 10 Equity Shares of ₹1 each.
#As certified by Manian & Rao, Chartered Accountants (FRN No. 001983S), by way of their certificate dated January 21, 2026.
Details of pre-IPO placement
As the Offer is an offer for sale of Equity Shares by the Selling Shareholders, our Company does not contemplate a pre-IPO
placement as on the date of this Updated Draft Red Herring Prospectus - I till the listing of the Equity Shares.
Issue of Equity Shares made in the last one year for consideration other than cash
Our Company has not issued any Equity Shares for consideration other than cash in the last one year preceding the date of this
Updated Draft Red Herring Prospectus - I.
Any split or consolidation of Equity Shares in the last one year
Except as disclosed below, our Company has not undertaken sub-division or consolidation of its Equity Shares in the one year
preceding the date of this Updated Draft Red Herring Prospectus - I.
Pursuant to the Board and Shareholder’s resolution dated March 11, 2025 and March 31, 2025, respectively, the face value of
the equity shares was sub-divided from ₹10 per equity share to ₹1 per Equity Share. Accordingly, the issued, subscribed and
paid-up equity share capital of our Company was sub-divided from 44,274,361 equity shares of face value of ₹10 each to
442,743,610 Equity Shares of face value of ₹1 each.
For details see “Capital Structure – Notes to Capital Structure – Equity Share capital of our Company” on page 117.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company had filed an exemption application dated September 23, 2025 and an updated exemption application dated
October 30, 2025 (collectively, the “Exemption Application”), (i) requesting approval to include disclosures (as required for
group companies under the SEBI ICDR Regulations) and to provide the required confirmations applicable to group companies
under the SEBI ICDR Regulations in relation to Yuvdhi Apparels Private Limited (“Yuvdhi”), on the basis of information
available with our Company and within the public domain; and (ii) accordingly seeking exemption under Regulation 300(1)(c)
of the SEBI ICDR Regulations from the strict enforcement of the disclosure requirements (to the extent that such information
is not available in the public domain) applicable to group companies in relation to Yuvdhi. Subsequently, by way of a letter
dated November 27, 2025, our Company withdrew the Exemption Application. Accordingly, as on date of this Updated Draft
Red Herring Prospectus – I, our Company has not applied for any exemption from the SEBI under Regulation 300 (2) of the
SEBI ICDR Regulations from compliance with any provisions of securities laws including the SEBI ICDR Regulations.
31CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain conventions
All references in this Updated Draft Red Herring Prospectus - I to “India” are to the Republic of India and its territories and
possessions and all references to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State
Government” are to the Government of India, central or state, as applicable. All references to the “US”, “U.S.”, “USA” or
“United States” are to the United States of America and its territories and possessions, to “Singapore” are to the Republic of
Singapore and its territories and possessions and to “UAE”, “Emirates” or “United Arab Emirates” are to the United Arab of
Emirates and its territories and possessions.
Unless stated otherwise, all references to page numbers in this Updated Draft Red Herring Prospectus - I are to the corresponding
page numbers of this Updated Draft Red Herring Prospectus - I. However, all references to page numbers of the Redseer Report
in this Updated Draft Red Herring Prospectus - I are to the corresponding page numbers of the “Industry Overview” section of
this Updated Draft Red Herring Prospectus - I. Unless otherwise specified, any time mentioned in this Updated Draft Red
Herring Prospectus - I is in IST. Unless indicated otherwise, all references to a year in this Updated Draft Red Herring
Prospectus - I are to a calendar year.
Financial data
Our Company’s Fiscal Year commences on April 1 and ends on March 31 of the next year. Unless stated otherwise, all
references in this Updated Draft Red Herring Prospectus - I to the terms Fiscal or Fiscal Year or Financial Year, are to the 12
months period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular
calendar year. Financial information for the six months period ended September 30, 2025 and September 30, 2024 is not
indicative of the financial results for the full year and is not comparable with financial information for the Fiscal Years 2025,
2024 and 2023. Further, financial information for the six months period ended September 30, 2025 and September 30, 2024
has not been annualised.
Unless stated otherwise or where the context otherwise requires, the financial information and financial ratios in this Updated
Draft Red Herring Prospectus - I are derived from the Restated Consolidated Financial Information.
The restated consolidated summary statements of our Company together with our subsidiaries and the associate, comprise of
restated consolidated summary statement of assets and liabilities as at September 30, 2025 and September 30, 2024 and as at
March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated summary statement of profit and loss (including
other comprehensive income/ (loss)), restated consolidated summary statement of cash flows and restated consolidated
summary statement of changes in equity as at and for the six months period ended September 30, 2025 and September 30, 2024
and for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the summary statement of material
accounting policies and other explanatory notes, derived from the audited interim financial statements as at and for the six
months period ended September 30, 2025 and September 30, 2024 prepared in accordance with Ind AS 34 and the audited
consolidated financial statements as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, prepared
in accordance with Ind AS and as restated as per the requirements of Section 26 of Part I of Chapter III of the Companies Act,
2013, SEBI ICDR Regulations, as amended and the Guidance Note on ‘Reports in Company Prospectuses (Revised 2019)’
issued by the Institute of Chartered Accountants of India, as amended from time to time.
For further information, see “Restated Consolidated Financial Information” on page 305.
There are certain differences between Ind AS, U.S. GAAP and IFRS. Our Company does not provide reconciliation of its
financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain those differences or quantify their
impact on the financial data included in this Updated Draft Red Herring Prospectus - I and it is urged that you consult your own
advisors regarding such differences and their impact on our Company’s financial data. For details in connection with risks
involving differences between Ind AS, U.S. GAAP and IFRS see “Risk Factors – Certain differences exist between Ind AS and
other accounting principles, particularly U.S. GAAP, which may be material to investors’ assessments of our financial
condition, results of operations, and cash flows. While Ind AS is largely based on International Financial Reporting Standards,
certain carve-outs specific to the Indian economic environment may lead to differences.” on page 95. Accordingly, the degree
to which the financial information included in this Updated Draft Red Herring Prospectus - I will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, the
Companies Act, 2013, Ind AS and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting
policies and practices on the financial disclosures presented in this Updated Draft Red Herring Prospectus - I should accordingly
be limited.
32In this Updated Draft Red Herring Prospectus - I, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal place and all percentage
figures have been rounded off to two decimal places. However, where any figures that may have been sourced from third-party
industry sources are rounded off to other than two decimal points in their respective sources, such figures appear in this Updated
Draft Red Herring Prospectus - I as rounded-off to such number of decimal points as provided in such respective sources.
Unless the context otherwise indicates, any percentage amounts, or ratios (excluding certain operational metrics), relation to
the financial information of our Company as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on pages 39, 194 and 387, respectively, and elsewhere in this
Updated Draft Red Herring Prospectus - I have been calculated on the basis of amounts derived from our Restated Consolidated
Financial Information.
Non–GAAP financial measures
Certain non-GAAP financial measures relating to our financial performance, namely EBITDA, EBIT, Adjusted EBITDA,
Adjusted EBITDA Margin, Adjusted EBIT, Adjusted EBIT Margin, Profit/ (loss) Margin, Adjusted profit/ (loss), Adjusted
profit/ (loss) Margin, Free cash generated/ (used), Bank balances and Investments, Net-worth, Return on Net worth, Net Asset
Value per equity share, Total revenue from payment services and Adjusted employee benefits expense (together, “Non-GAAP
Measures” and each a “Non-GAAP Measure”), and other industry metrics relating to our operations and financial performance
presented in this Updated Draft Red Herring Prospectus - I, are supplemental measures of our business, performance and
liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS or U.S. GAAP. Further,
these Non-GAAP Measures and other industry metrics are not a measurement of our financial performance or liquidity under
Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit/
(loss) for the years/ period or any other measure of financial performance or as an indicator of our operating performance,
liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind
AS, Indian GAAP, or IFRS. In addition, these Non-GAAP Measures and other industry metrics are not standardised terms,
hence a direct comparison of similarly titled Non-GAAP Measures and other industry metrics between companies may not be
possible. Other companies may calculate the Non-GAAP Measures and other industry metrics differently from us, limiting its
utility as a comparative measure. These non-GAAP financial measures relating to our operations and financial performance
may not be computed on the basis of any standard methodology that is applicable across industry. Therefore, such Non-GAAP
Measures may not be comparable to financial measures and statistical information of similar nomenclature that may be
computed and presented by other entities in India or elsewhere. Although the Non-GAAP Measures are not a measure of
performance calculated in accordance with applicable accounting standards, we compute and disclose them as our Company’s
management believes that they are useful information in relation to our business and financial performance. For further details,
see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Other Financial Information”
and “Risk Factors – We track certain metrics and non-GAAP measures with internal systems and tools. Certain of these metrics
are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect
our business and reputation.” on pages 387, 379 and 86, respectively.
Currency and units of presentation
All references to:
• “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupees, the official currency of the Republic of India;
• “USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America;
• “SGD” are to the Singapore Dollar, the official currency of the Republic of Singapore; and
• “Emirati Dirham” or “AED” or “Dh” are to United Arab Emirates dirham, the official currency of United Arab
Emirates.
Our Company has presented certain numerical information in this Updated Draft Red Herring Prospectus - I in “million” units
or in whole numbers when amounts are too small to be meaningfully presented in millions. One million represents 1,000,000,
one billion represents 1,000,000,000 and one trillion represents 1,000,000,000,000. One lakh represents 100,000 and one crore
represents 10,000,000. However, where any figures that may have been sourced from third-party industry sources are expressed
in denominations other than millions, such figures appear in this Updated Draft Red Herring Prospectus - I in such
denominations as provided in the respective sources.
33Exchange rates
This Updated Draft Red Herring Prospectus - I contains conversion of certain other currency amounts into Indian Rupees that
have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at
all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and
other foreign currencies:
(amount in ₹)
Currency Exchange rate as on(1)(2)
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
1 USD 88.71 83.71 85.58 83.37 82.22
1 SGD 68.76 65.33 63.69 61.67 61.83
1 AED 24.15 22.79 23.28 22.69 22.36
Source: www.rbi.org.in and www.fbil.org.in.
Notes:
(1) Exchange rate is rounded off to two decimal points.
(2) If the RBI reference rate is not available on a particular date due to a public holiday, exchange rates of the previous working day have been disclosed.
Industry and market data
Unless stated otherwise, information pertaining to the industry in which our Company operates in, contained in this Updated
Draft Red Herring Prospectus - I has been obtained or derived from the Redseer Report which has been exclusively
commissioned and paid for by our Company, pursuant to an engagement letter dated March 31, 2025 for the purpose of
understanding the industry in connection with this Offer, since no report is publicly available which provides a comprehensive
industry analysis, particularly for our Company’s services, that may be similar to the Redseer Report. This Updated Draft Red
Herring Prospectus - I contains certain data and statistics from the Redseer Report, has been uploaded on the website of our
Company at www.phonepe.com/apollo/investor-relations/pdf/industry-report.pdf, and will be made available until the
Bid/Offer Closing Date. Redseer is an independent agency which has no relationship with our Company, our Promoters, any of
our Directors, Key Managerial Personnel, Senior Management, Selling Shareholders, or the Book Running Lead Managers.
Industry publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable but accuracy, completeness and underlying assumptions of
such third-party sources are not guaranteed. Although the industry and market data used in this Updated Draft Red Herring
Prospectus - I is reliable, the data used in these sources may have been re-classified by us for the purposes of presentation
however, no material data in connection with the Offer has been omitted. Data from these sources may also not be comparable.
Industry sources and publications may base their information on estimates and assumptions that may prove to be incorrect. The
extent to which the industry and market data presented in this Updated Draft Red Herring Prospectus - I is meaningful, depends
upon the reader’s familiarity with, and understanding of, the methodologies used in compiling such information. There are no
standard data gathering methodologies in the industry in which our Company conducts business and methodologies and
assumptions may vary widely among different market and industry sources. Such information involves risks, uncertainties and
numerous assumptions and is subject to change based on various factors, including those discussed in “Risk Factors – Certain
sections of this Updated Draft Red Herring Prospectus – I contain information from the Redseer Report which has been
exclusively commissioned and paid for by us in relation to the Offer and any reliance on such information for making an
investment decision in this Offer is subject to inherent risks.” on page 82.
In accordance with the SEBI ICDR Regulations, “Basis for Offer Price” on page 140 includes information relating to our peer
group companies. Such information has been derived from publicly available sources specified herein. Accordingly, no
investment decision should be made solely on the basis of such information.
Notice to prospective investors
Notice to prospective investors in the United States
The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Updated Draft Red
Herring Prospectus - I or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence
in the United States. In making an investment decision, investors must rely on their own examination of our Company and the
terms of the Offer, including the merits and risks involved. The Equity Shares have not been and will not be registered under
the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of the United
States and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
34Accordingly, the Equity Shares are being offered and sold (a) within the United States only to persons reasonably believed to
be “qualified institutional buyers” (as defined in and in reliance on Rule 144A under the U.S. Securities Act and referred to in
this Updated Draft Red Herring Prospectus - I as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs does not refer
to a category of institutional investor defined under applicable Indian regulations and referred to in this Updated Draft Red
Herring Prospectus - I as “QIBs”) in transactions exempt from or not subject to the registration requirements of the U.S.
Securities Act, and (b) outside of the United States in “offshore transactions” as defined in and in reliance on Regulation S
under the U.S. Securities Act and the applicable laws of the jurisdictions where those offers and sales occur. See “Other
Regulatory and Statutory Disclosures – Eligibility and Transfer Restrictions” on page 458.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and Bids may not be made, by persons in any such jurisdiction except in compliance with the
applicable laws of such jurisdiction. Prospective purchasers are hereby notified that the sellers of the Offered Shares may be
relying on the exemption from the provisions of Section 5 of the U.S. Securities Act.
Notice to prospective investors in the European Economic Area
In relation to each Member State of the European Economic Area (each a “Relevant State”), no Equity Shares have been
offered or will be offered pursuant to the Offer to the public in that Relevant State, except that the Shares may be offered to the
public in that Relevant State at any time:
a. to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;
b. to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus
Regulation), subject to obtaining the prior consent of Book Running Lead Managers for any such offer; or
c. in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of the Equity Shares shall require the Company or any Book Running Lead Manager to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation or publish an Annex IX document pursuant to Article 1(4) of the Prospectus Regulation. For the purposes
of this provision, the expression an “offer to the public” in relation to the Equity Shares in any Relevant State means the
communication in any form and by any means of sufficient information on the terms of the Offer and any Equity Shares to be
offered so as to enable an investor to decide to purchase or subscribe for any Equity Shares, and the expression “Prospectus
Regulation” means Regulation (EU) 2017/1129.
Information to EEA Distributors (As Defined Below)
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance
Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer”
(for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Equity
Shares have been subject to a product approval process, which has determined that such Equity Shares are: (i) compatible with
an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the
“Target Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the MiFID
II Product Governance Requirements) (“EEA Distributors”) should note that: the price of the Equity Shares may decline and
investors could lose all or part of their investment; the Equity Shares offer no guaranteed income and no capital protection; and
an investment in the Equity Shares is compatible only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks
of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation
to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Book Running Lead Managers
will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Equity Shares. Each EEA Distributor is responsible for
undertaking its own target market assessment in respect of the Equity Shares and determining appropriate distribution channels.
35Notice to prospective investors in the United Kingdom
This Updated Draft Red Herring Prospectus - I has been prepared on the basis that all offers to the public of Equity Shares will
be made pursuant to an exemption under the Public Offers and Admissions to Trading Regulations 2024 (the “POATR”) from
the prohibition on offers to the public of Equity Shares within the United Kingdom. Accordingly, any person making or
intending to make an offer to the public within the United Kingdom of Equity Shares which are the subject of the placement
contemplated in this Updated Draft Red Herring Prospectus - I should not do so unless: (a) the offer is of a kind specified in
Part 1 of Schedule 1 of the POATR, or (b) the offer is of a kind that consists entirely of a combination of two or more of the
kinds of offer specified in that Part of that Schedule. None of our Company, the Selling Shareholders or the Book Running
Lead Managers have authorized, nor do they authorize, the making of any offer of Equity Shares through any financial
intermediary, other than the offers made by the members of the Syndicate which constitute the final placement of Equity Shares
contemplated in this Updated Draft Red Herring Prospectus - I.
For the purposes of this provision, the expression an “offer to the public” in relation to the Equity Shares in the United Kingdom
means the communication to any person which presents sufficient information on: (a) the Equity Shares to be offered; and (b)
the terms on which they are to be offered, to enable an investor to decide to buy or subscribe for the Equity Shares.
This Updated Draft Red Herring Prospectus - I does not constitute an offer of Equity Shares to the public in the United Kingdom.
No prospectus has been or will be approved in the United Kingdom in respect of the Equity Shares. Consequently this Updated
Draft Red Herring Prospectus - I is being distributed only to, and is directed only at (a) persons who are outside the United
Kingdom, (b) persons who have professional experience in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (c) high net worth entities falling
within article 49(2)(a) to (d) of the Order, and (d) other persons to whom it may be lawfully communicated (all such persons
together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this Updated
Draft Red Herring Prospectus - I or any of its contents. Persons into whose possession this Updated Draft Red Herring
Prospectus - I may come are required by the Company and the Book Running Lead Managers to inform themselves about and
to observe such restrictions. Further information with regard to restrictions on offers, sales and deliveries of the Equity Shares
and the distribution of this Updated Draft Red Herring Prospectus - I and other offering material relating to the Equity Shares
is set out under “Other Regulatory and Statutory Disclosures – Eligibility and Transfer Restrictions” on page 458 of this
Updated Draft Red Herring Prospectus - I.
Information to UK Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and
Product Governance Sourcebook (“PROD”) (the “UK MiFIR Product Governance Rules”), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK MiFIR Product
Governance Rules) may otherwise have with respect thereto, the Equity Shares have been subject to a product approval process,
which has determined that such Equity Shares are: (i) compatible with an end target market of: (a) investors who meet the
criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA; (b) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook
(“COBS”); and (c) retail clients who do not meet the definition of professional client under (a) or eligible counterparty per (b);
and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, distributors (for the purposes of the UK MiFIR Product Governance Rules)
(“UK Distributors”) should note that: the price of the Equity Shares may decline and investors could lose all or part of their
investment; the Equity Shares offer no guaranteed income and no capital protection; and an investment in the Equity Shares is
compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who
have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Book Running Lead Managers will only
procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of Chapters 9A and 10A, respectively, of the COBS; or (b) a recommendation to any investor
or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Equity Shares. Each UK
Distributor is responsible for undertaking its own target market assessment in respect of the Equity Shares and determining
appropriate distribution channels.
Available information
Our Company is not currently required to file periodic reports under Section 13 or 15 of the Securities Exchange Act of 1934,
36as amended (the “U.S. Exchange Act”). In order to permit compliance with Rule 144A under the U.S. Securities Act in
connection with the resales of the Equity Shares, we agree to furnish upon the request of a shareholder or a prospective purchaser
the information required to be delivered under Rule 144A(d)(4) of the U.S. Securities Act if at the time of such request we are
not a reporting company under Section 13 or Section 15(d) of the U.S. Exchange Act, or are not exempt from reporting pursuant
to Rule 12g3-2(b) thereunder.
The information on and any information about the Company available on any websites of SEBI, the Selling
Shareholders, the Stock Exchanges, the Company or the members of the Book Running Lead Managers or any affiliates
of the aforementioned persons shall not constitute a part of this Updated Draft Red Herring Prospectus - I.
37FORWARD-LOOKING STATEMENTS
This Updated Draft Red Herring Prospectus - I contains certain “forward-looking statements”. All statements contained in this
Updated Draft Red Herring Prospectus - I that are not statements of historical fact constitute “forward-looking statements”. All
statements regarding our expected financial condition and results of operations, business, plans and prospects are “forward-
looking statements”.
These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “are likely”,
“believe”, “can”, “continue”, “expect”, “estimate”, “intend”, “likely to”, “may”, “seek to”, “shall”, “objective”, “plan”,
“project”, “propose”, “will”, “will achieve”, “will continue”, “will pursue” or other words or phrases of similar import.
Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All forward-
looking statements whether made by us or any third parties in this Updated Draft Red Herring Prospectus - I are based on our
current plans, estimates, presumptions and expectations and are subject to risks, uncertainties, expectations and assumptions
about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement,
including but not limited to, regulatory changes pertaining to the industry in which we operate and our ability to respond to
them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to
market risks, general economic and political conditions in India and globally, which have an impact on our business activities
or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign
exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in
domestic and international laws, regulations and taxes and changes in competition in our industry.
Certain information in “Industry Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 156, 194 and 387, respectively, of this Updated Draft Red Herring Prospectus
- I have been obtained from the Redseer Report. The Redseer Report has been uploaded on the website of our Company at
www.phonepe.com/apollo/investor-relations/pdf/industry-report.pdf and will be made available until the Bid/Offer Closing
Date.
For discussion of factors that could cause the actual results to differ from the expectations, see “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 39, 194 and 387,
respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what
occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated and
are not a guarantee of future performance.
Forward-looking statements reflect current views of our Company as on the date of this Updated Draft Red Herring Prospectus
- I and are not a guarantee of future performance. There can be no assurance to investors that the expectations reflected in these
forward-looking statements will prove to be correct. Given these uncertainties, investors are cautioned not to place undue
reliance on such forward-looking statements and not to regard such statements to be a guarantee of our future performance.
These statements are based on our management’s belief and assumptions, which in turn are based on currently available
information. Although we believe the assumptions upon which these forward-looking statements are based on are reasonable,
any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could
be incorrect. Neither our Company, our Promoters, our Directors, Key Managerial Personnel, Senior Management, the Selling
Shareholders, the Syndicate nor any of their respective affiliates have any obligation to update or otherwise revise any
statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the
underlying assumptions do not come to fruition.
In accordance with the requirements of the SEBI ICDR Regulations, our Company shall ensure that Bidders in India are
informed of material developments, in relation to statements and undertakings confirmed and undertaken by our Company,
from the date thereof until the time of the grant of listing and trading permission by the Stock Exchanges for the Offer. In
accordance with the requirements of the SEBI ICDR Regulations, each of the Selling Shareholders, severally and not jointly,
shall ensure (through our Company and BRLMs) that the investors are informed of material developments to the extent of
statements specifically confirmed by each Selling Shareholder in relation to itself as a selling shareholder and its respective
portion of the Offered Shares in the Red Herring Prospectus, from the date thereof until the time of the grant of listing and
trading permission by the Stock Exchanges for the Offer. Only statements which are expressly and specifically confirmed by
the Selling Shareholders in relation to itself as a selling shareholder and its respective portion of Offered Shares in this Updated
Draft Red Herring Prospectus - I shall deemed to be statements confirmed by such Selling Shareholders.
38SECTION II: RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this Updated
Draft Red Herring Prospectus – I, including the risks and uncertainties described below before making an investment in our
Equity Shares.
We have described the risks and uncertainties that we believe are material, but these risks and uncertainties may not be the
only risks relevant to us, the Equity Shares, or the industry in which we currently operate or propose to operate. Unless specified
or quantified in the relevant risk factor below, we are not in a position to quantify the financial or other implication of any of
the risks mentioned in this section. If any or a combination of the following risks actually occur, or if any of the risks that are
currently not known or deemed to be not relevant or material now actually occur or become material in the future, our business,
cash flows, prospects, financial condition and results of operations could suffer, the trading price of the Equity Shares could
decline, and you may lose all or part of your investment. In order to obtain a more detailed understanding of our Company and
our business, prospective investors should read this section in conjunction with “Our Business”, “Industry Overview”, “Key
Regulations and Policies in India” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 194, 156, 235 and 387, respectively, as well as other financial information included elsewhere
in this Updated Draft Red Herring Prospectus – I. In making an investment decision, you must rely on your own examination
of us and the terms of the Offer, including the merits and risks involved, and you should consult your tax, financial and legal
advisors about the particular consequences of investing in the Offer. Prospective investors should pay particular attention to
the fact that our Company is incorporated under the laws of India and is subject to a legal and regulatory environment which
may differ in certain respects from that of other countries.
This Updated Draft Red Herring Prospectus – I also contains certain forward-looking statements that involve risks,
assumptions, estimates and uncertainties. Our actual results could differ materially from those anticipated in these forward-
looking statements as a result of certain factors, including but not limited to the considerations described below. For details,
see “Forward-Looking Statements” on page 38.
Unless otherwise stated, the financial information in this section has been derived from the Restated Consolidated Financial
Information. Our financial year ends on March 31 of each year. Accordingly, references to “Fiscal Year 2025”, “Fiscal Year
2024” and “Fiscal Year 2023”, are to the 12-month period ended March 31 of the relevant year, and references to the six
months period ended September 30, 2025 and 2024 refer to the period between April 1, 2025 and September 30, 2025, and
April 1, 2024 to September 30, 2024, respectively. Financial information for the six months period ended September 30, 2025
and September 30, 2024 is not indicative of the financial results for the full year and is not comparable with financial
information for the Fiscal Years 2025, 2024 and 2023.
Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Democratising Access to Digital Economy” dated January 13, 2026 (the “Redseer Report”) prepared and issued by Redseer
Strategy Consultants Private Limited (“Redseer”), which has been exclusively commissioned by and paid for by us in relation
to the Offer for the purposes of confirming our understanding of the industry in which we operate. The data included herein
(with relevant chapter and page references to “Industry Overview”) includes excerpts from the Redseer Report and may have
been re-ordered by us for the purposes of presentation. For further details and risks in relation to the Redseer Report, see “–
Certain sections of this Updated Draft Red Herring Prospectus – I contain information from the Redseer Report which has
been exclusively commissioned and paid for by us in relation to the Offer and any reliance on such information for making an
investment decision in this Offer is subject to inherent risks” on page 82.
Internal Risks
1. We have a history of net losses and negative cash flows from operating activities. We had restated profit/ (loss) of
₹(14,444.22) million, ₹(12,032.05) million, ₹(17,274.10) million, ₹(19,961.71) million and ₹(27,960.69) million for
the six months period ended September 30, 2025 and 2024 , and Fiscal Years 2025, 2024 and 2023, respectively.
We had negative net cash flows used in operating activities of ₹(1,172.71) million, ₹(6,291.52) million and
₹(7,682.50) million for the six months period ended September 30, 2025 and in Fiscal Years 2024 and 2023,
respectively. We have also experienced negative cash flows used in investing activities and financing activities in
the past. We may continue to incur losses and negative cash flows in the future, which may have an adverse effect
on our operations and growth plans.
We have incurred losses in each fiscal year since the launch of the PhonePe Platform in 2016 and may continue to do
so in the future. The table below sets forth details of restated profit/ (loss) and as a percentage of revenue from
operations for the periods/fiscal years indicated:
39(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Restated profit/ (loss) (A) (14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69)
Revenue from operations (B) 39,184.69 32,075.16 71,148.58 50,641.33 29,142.87
Restated profit/ (loss) as a (36.86)% (37.51)% (24.28)% (39.42)% (95.94)%
percentage of revenue from
operations (A/B*100) (%)
Our restated (loss) for the six months period ended September 30, 2025 and 2024 , and Fiscal Years 2025, 2024 and
2023 were attributable to our total expenses exceeding our revenue from operations. These expenses consist primarily
of employee benefits expense, payment processing charges, advertisement and sales promotions, information
technology infrastructure and depreciation and amortisation. These expenditures and investments have been directed
towards building and scaling our platform, strengthening our ecosystem, and establishing a foundation for sustainable
growth through investments made in India to develop a secure, reliable and scalable payments infrastructure that
supports population-scale digital transactions and serves a broad base of consumers and merchants across the country.
These have included (i) marketing initiatives to acquire and retain customers and drive adoption of digital payments,
(ii) on-ground sales efforts to expand our pan-India merchant acceptance network, (iii) technology infrastructure,
including servers and data centres, to support compute operations, transaction processing and localised data storage,
and (iv) employee benefit expenses for our talent pool, which is essential for innovation and growth, including
investments in attracting, retaining and developing top talent across technology, product, corporate and business
functions. In addition to these investments, we incur payment processing charges, which constitute a significant portion
of our operating expenses and are paid to banks, payment gateways and other partners for facilitating customer and
merchant transactions on the PhonePe Platform. These factors have contributed to the net losses recorded in prior fiscal
periods and years. For more information, see “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Six months period ended September 30, 2025 Compared to Six months period ended September
30, 2024”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Fiscal Year
2025 Compared to Fiscal Year 2024” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Fiscal Year 2024 Compared to Fiscal Year 2023” beginning on pages 407, 409 and 411 of this Updated
Draft Red Herring Prospectus – I, respectively.
In addition, we have experienced negative cash flows from operating activities, investing activities and financing
activities in the recent past. The table below sets forth certain details of our cash flows for the periods/fiscal years
indicated:
(All amounts in ₹ million)
Particulars For the six months period For the fiscal year ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Net cash flows generated from/ (used in) (1,172.71) 10,126.52 12,019.84 (6,291.52) (7,682.50)
operating activities (A)
Net cash flows (used in) investing activities (48,055.72) (16,030.17) (13,120.99) (6,977.74) (48,155.65)
(B)
Net cash flows generated from/ (used in) 54,538.66 (716.11) (1,562.86) 15,138.33 59,913.98
financing activities (C)
Net increase/ (decrease) in Cash and cash 5,310.23 (6,619.76) (2,664.01) 1,869.07 4,075.83
equivalents (A)+(B)+(C)
Our negative cash flows used in operating activities for the six months period ended September 30, 2025 were
attributable to the negative changes in working capital, including decreases in other financial liabilities of ₹(8,069.18)
million, cash‑settled share based payment liabilities of ₹(1,279.50) million, and trade payables of ₹(783.27) million
and other liabilities of ₹(587.41) million, and an increase in trade receivables of ₹(493.45) million, partially offset by
decreases in other financial assets of ₹4,602.42 million and other assets of ₹1,878.06 million, together with an increase
in provisions of ₹305.68 million. Such changes in working capital offset our operating profit before working capital
changes of ₹3,516.86 million.
Our negative cash flows used in operating activities in Fiscal Year 2024 were attributable to negative changes in
working capital, which include a decrease in cash-settled share based payment liabilities of ₹(9,937.26) million, an
increase in trade receivables of ₹(3,715.70) million, an increase in other financial assets of ₹(2,194.91) million, and an
increase in other assets of ₹(885.23) million, partially offset by an increase in trade payables of ₹2,973.18 million and
an increase in other liabilities of ₹846.64 million. Such changes in working capital offset our operating profit before
working capital changes of ₹6,648.28 million.
40Our negative cash flows used in operating activities in Fiscal Year 2023 were attributable to operating loss before
working capital changes of ₹(8,679.96) million, which was partially offset by changes in working capital, which
include an increase in other financial liabilities of ₹6,838.65 million, a decrease in trade receivables of ₹916.97 million
and an increase in provisions of ₹306.26 million, partially offset by an increase in other financial assets of ₹(1,725.52)
million, a decrease in cash-settled share based payment liabilities of ₹(2,622.41) million, an increase in other assets of
₹(2,177.25) million and a decrease in trade payables of ₹(349.15) million.
We experienced negative cash flows from investing activities for the six months period ended September 30, 2025 and
2024 , and Fiscal Year 2025, 2024 and 2023 primarily due to (i) our investments in purchase of property, plant and
equipment, including capital advances, capital work in progress and other intangible assets amounting to ₹(3,048.15)
million, ₹(6,916.00) million, ₹(8,563.98) million, ₹(13,327.66) million and ₹(13,932.45) million in each of the six
months period ended September 30, 2025 and 2024 , and Fiscal Years 2025, 2024 and 2023, respectively, primarily
due to investments in servers and payment devices (Smartspeakers and EDC Machines).Investment in servers support
compute operations, transaction processing, and localised data storage through self-managed, on-premises data
centres. Smartspeakers, QR-based UPI payment devices, provide real-time audio confirmations of payments to
merchants and store staff. EDC machines enable merchants to accept digital payments through UPI, Credit and Debit
Cards, PhonePe Wallet, and RuPay Credit Cards on UPI. In addition, our negative cash flows from investing activities
was due to acquisition of entity under common control for ₹(5,740.56) million, and acquisition of subsidiaries (net of
cash acquired) for ₹(3,304.04) million, in Fiscal Year 2023 and investments made in short term instruments from
surplus cash received from operations and proceeds received from issue of equity share capital in Fiscal Year 2024
and 2023. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Cash Flows” beginning on page 413 of this Updated Draft Red Herring Prospectus – I.
We experienced negative cash flows used in financing activities for the six months period ended September 30, 2024
and Fiscal Year 2025 primarily due to (i) payments of lease obligations in each period, comprising the payment of
principal portion of lease liabilities and interest on lease liabilities, which in Fiscal Year 2025 amounted to ₹(1,183.18)
million and ₹(379.68) million, respectively, and for the six months period ended September 30, 2024 amounted to
₹(560.18) million and ₹(155.93) million, respectively, and (ii) the absence of significant offsetting financing inflows
in Fiscal Year 2025, resulting in net cash flows used in financing activities of ₹(1,562.86) million in Fiscal Year 2025
and ₹(716.11) million for the six months period ended September 30, 2024. For more information, see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Cash Flows” beginning on page 413 of
this Updated Draft Red Herring Prospectus – I. We may not achieve profitability in the future and may continue to
incur losses going forward. We need to generate and sustain increased revenue and/or manage our expenses in future
periods to achieve profitability. We expect our operating expenses to increase as we expand our operations and our
capabilities, continue to develop and enhance our platforms and brand, hire additional personnel and broaden our
marketing efforts and promotional activities, which may be more costly than we expect and not result in increased
revenue, or may result in an increase in net losses. Changes in the relative contributions of our various platforms,
products and services to our overall revenue may adversely affect our total revenue, margins and ability to achieve or
maintain profitability. Any failure to increase our revenue sufficiently to keep pace with our initiatives, investments,
and other expenses could prevent us from achieving, maintaining or increasing profitability or positive cash flows on
a consistent basis in future periods. If we fail to achieve and/or maintain profitability or we continue to incur significant
losses going forward, it could adversely affect our ability to, among others, fund our operations, pay debts (if any) in
a timely manner or finance proposed business expansions or investments, and our business, financial condition, results
of operations, cash flows and prospects could be adversely affected. Failure to become profitable could materially and
adversely affect the value of your investment in our Company. For more details, please see “Management’s Discussion
and Analysis of Financial Condition and Results of Operations”, on page 387 of this Updated Draft Red Herring
Prospectus – I.
Further, while we achieved positive cash flows from operating activities for the six months period ended September
30, 2024 and Fiscal Year 2025, we may have negative cash flows from operations in the future as we continue
expanding our operations. Since 2020, we have entered financial distribution services within the PhonePe Platform
including Lending and Insurance Distribution services, as well as the New Platforms (Share.Market and Indus
Appstore) between 2023 and 2024 and intend to grow these businesses. Expanding into these new areas may require
substantial capital and cash. Additionally, a sudden surge in transactions could exhaust our working capital limits. If
we are not able to generate sufficient cash flows from operations, we may be required to deploy our cash on hand or
seek debt or equity financing to ensure that we have sufficient working capital to run our day-to-day operations.
Negative cash flows over extended periods, or significant negative cash flows in the short term, could adversely impact
our ability to operate our business and implement our growth plans.
2. Our Consumer Payments offering accounted for 56.14%, 68.84%, 63.34%, 71.56% and 82.91% of our revenue
from operations for the six months period ended September 30, 2025 and 2024 , and Fiscal Years 2025, 2024 and
412023, respectively. Any disruption in our Consumer Payments offering could adversely affect our business,
financial condition, results of operations and cash flows.
Our platform enables consumers to make a range of digital payments, including person-to-person money transfers,
mobile recharges, bill for meeting daily needs conveniently while reducing their reliance on the use of cash. Our
Consumer Payments offering includes person-to-person money transfers, mobile recharges, bill payments (including
electricity, direct-to-home (DTH), gas, water, FASTag, loan repayments, insurance premium payments and donations,
among a total of 33 bill payment categories), QR scan-and-pay, online payments on various apps and websites, digital
gold and digital silver transactions and travel (bus, train, flights and hotel) ticketing and transit (cabs and metros)
bookings, and others, including wallet top ups, vouchers, gift cards, and advertisements. Revenue from these use cases
and categories together constitute our Consumer Payments revenue, representing income generated from consumer-
facing payment, transaction, and ancillary services facilitated through the PhonePe Platform.
The following table sets out the revenue contributions from Consumer Payments in the periods / fiscal years indicated:
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period For the fiscal year ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Consumer Payments revenue (A) 21,997.75 22,079.68 45,069.03 36,240.43 24,163.52
Total revenue from operations (B) 39,184.69 32,075.16 71,148.58 50,641.33 29,142.87
Consumer Payments revenue as a 56.14% 68.84% 63.34% 71.56% 82.91%
percentage of total revenue from operations
(C=A/B)
Due to the concentration of a significant portion of our business in Consumer Payments, the occurrence of risks or
developments affecting consumer payments could have a significant effect on our business, financial condition, results
of operations, cash flows and prospects. For example, in September 2025, prompted by regulatory direction under
RBI’s Guidelines on Regulation of Payment Aggregator and Payment Gateways, 2020 in the form of a letter from
RBI, our Company discontinued its Payment Services in rent and related categories. This action will adversely affect
our revenues and profit/ (loss) from these categories. Consequently, we expect the concentration of revenue from
Consumer Payments, as a percentage of our total revenue from operations, to decline further in subsequent financial
periods. For details on the revenue contribution from these categories, please refer to “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on page 387.
We earn revenue in Consumer Payments primarily through transaction processing fees and consumer platform fees.
For person-to-person money transfers, we earn a transaction processing fee from our partner banks. For mobile
recharges, bill payments, digital gold and digital silver transactions, travel ticketing, transit bookings, QR scan-and-
pay, and online payments on various apps and websites, we earn transaction processing fees from partners such as
telecom companies, Bharat Connect (formerly Bharat Bill Payment System (“BBPS”)), and online travel agencies.
These fees may be structured as a percentage of the transaction value or as a fixed fee per transaction, depending on
the nature of the partner and the offering. For person-to-merchant (P2M) UPI payments below ₹2,000 made to small
merchants on PhonePe—including payments for recharges, bills, digital gold and digital silver transactions, travel,
transit, QR scan-and-pay, and online purchases—we receive a share of the digital incentive paid to the Payer Payment
Service Provider (“PSP”) bank and Payer App for processing such transactions. This incentive, computed as a
percentage of the total payment value (“TPV”), varies by payment type, partner, and transaction value. Additionally,
consumers are charged a platform or convenience fee for select services, which may be a fixed amount per transaction
or a percentage of the payment value. A decline in revenue from any of these sources, including a change in the amount
or method for calculating the incentive fees earned from third-parties, could adversely affect our business, financial
condition and results of operations.
For further details on how we earn revenue from these services, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Our Business Model – PhonePe Platform Revenue” beginning on
page 388 of this Updated Draft Red Herring Prospectus – I.
In addition, if our operating costs increase in respect of our Consumer Payments offering, including any increases in
payment processing charges that we pay to financial institutions, and we are not able to pass those costs on to partner
institutions through higher transaction processing fees, our margins and profitability may be adversely affected. For
more details, see “ – In the event that our payment processing charges payable to financial institutions increase
42significantly, and we are not able to pass on these higher processing charges to our merchants or consumers, our
margins and profitability may decrease significantly” on page 43.
A customer’s payment activity and engagement with the PhonePe Platform may decrease for a variety of reasons,
including the customer’s level of satisfaction with our services and product offerings, the effectiveness of our support
services, the quality of competing services or products, or reductions in consumers’ spending levels. Further, the
complexity and costs associated with switching to a competing platform or service may not be significant enough to
prevent a customer from switching payment service providers, especially for consumers who already commonly
engage more than one payment service provider at a time. As such, no assurance can be provided that consumers will
continue to be drawn to, use and engage with our PhonePe Platform at the same rate as they have in the past. Any
failure to maintain our volume of consumer transactions on the PhonePe Platform, acquire new consumers or manage
operating costs could affect the performance of our Consumer Payments business, which could consequently adversely
affect our business, financial condition, results of operations and prospects.
3. In the event that our payment processing charges payable to financial institutions increase significantly, and we
are not able to pass on these higher processing charges to our merchants or consumers, our margins and
profitability may decrease significantly.
We are required to pay payment processing charges to financial institutions (such as PSPs), payment gateways and
other institutions for processing or facilitating transactions on our platforms. Payment processing charges are paid to
partner banks, payment gateways and other institutions for facilitating transactions that originate on our platform.
These charges are set by financial institutions (such as PSPs) and vary based on (i) the type of merchant, (ii) instrument
of payment, (iii) the network through which the transaction is routed, and (iv) the payment use case. From time to
time, financial institutions have increased and may in the future increase charges levied for processing transactions on
our platforms. These charges vary for each payment instrument, and we may not be able to pass on these costs to our
merchants or users. Accordingly, any increase or decrease in payment processing charges could make our pricing less
competitive, lead us to change our pricing model to absorb the additional costs, or adversely affect our margins and
prevent us from reaching profitability. The table below sets forth details regarding our payment processing charges
and as a percentage of total expenses for the periods/fiscal years indicated:
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Payment processing charges (A) 10,900.01 7,885.44 16,881.78 11,664.38 6,669.66
Total expenses (B) 60,692.68 46,800.27 93,940.97 77,542.91 59,062.34
Payment processing charges as a 17.96% 16.85% 17.97% 15.04% 11.29%
percentage of total expenses
(A/B*100)(%)
We are also required to pay interchange fees and network fees to the payment networks (via the processing banks), as
well as fees to our acquiring processors. From time to time, payment networks have increased, and may increase in
the future, the interchange fees and network fees that they charge for each transaction processed using their networks.
Interchange fees or network fees are also subject to change from time to time due to government regulation. While our
business has not been adversely affected by the changes to payment processing charges in the six months period ended
September 30, 2025 and 2024, and Fiscal Years 2025, 2024 and 2023, any increase or decrease in the fees we pay to
our partners in the future could adversely affect our margins, make our pricing look less competitive or lead us to
change our pricing model.
4. In line with the extant UPI guidelines, we participate in the UPI payment system through Payment System Provider
(“PSP”) banks. Consequently, we are dependent on the three sponsor PSP banks, namely Yes Bank Limited, Axis
Bank Limited, and ICICI Bank Limited. Any change in commercial terms, disruption, failure, or operational
breakdown within one or more of these payment networks, banks (including PSP banks), especially if occurring
simultaneously, could have an adverse effect on our business.
Our business operations are dependent on certain sponsor PSP banks, namely Yes Bank Limited, Axis Bank Limited,
and ICICI Bank Limited, as they play a crucial role in facilitating our transaction processing capabilities. Any change
in our commercial terms with the banks, or technical issues like disruption, failure, or operational breakdown within
these PSP banks could have an adverse effect on our business. If more than one of these PSP banks experiences
disruption simultaneously, the compounded impact could impair our ability to process transactions and maintain
service continuity.
43The contracts entered into by our Company as a TPAP with PSP banks contain clauses which imposes certain
obligations on us. For instance, these contracts allow either party to terminate the contract without assigning any cause,
by providing a prior notice ranging between 90 to 180 days. Further, certain of these contracts hold our Company
liable for all direct losses, damages, or expenses arising from our Company’s negligence, fraud, wilful default,
breaches, or actions of its agents or employees, including any harm to customers with no liability being borne by the
respective PSP bank and require our Company to provide uncapped indemnity to the PSP banks for breaches of
applicable law by the Company, data breaches, user support deficiencies, and third-party claims (including those by
NPCI) by external parties. There can be no guarantee that these agreements are not terminated by the PSP banks in the
future, with or without cause or that our Company is held responsible to bear the liability for breaches, deficiencies or
third-party claims and indemnify the PSP banks for the same. We have also received an intimation from NPCI in
November 2024 highlighting instances of failures on device binding controls on our UPI application for Android OS.
For details of the quantum of chargeback processed by our Company, pursuant to these incidents reported by the NPCI
in terms of our tripartite agreements with NPCI and the PSP banks, please refer to “ – Our obligation to adhere to the
terms and conditions of financial institutions, payment gateways and other institutions that we depend on could
introduce additional costs or operational challenges to our business.” on page 74. Further, any termination by or
liability from the banks could have a material adverse effect on our business, prospects, results of operations and cash
flows.
Further, the PSP banks are regulated and are governed by the rules, laws, regulations, statutes and guidelines issued
by such regulatory and statutory authorities. The reliance on these specific PSP banks means that any financial
instability, regulatory challenges, or operational inefficiencies they face, or any disruption in our relationships with
these PSP banks, could directly impact our transaction processing capabilities. For instance, in March 2020, the RBI,
under section 45 of the Banking Regulation Act, 1949 imposed a moratorium on Yes Bank Limited, leading to a
temporary freeze on withdrawals and operations. This resulted in a temporary stoppage of our Company’s UPI services
that affected our users. Subsequently, our Company migrated our accounts to another scheduled commercial bank and
restored full UPI functionality to our users within approximately 36 hours of the imposition of the moratorium. If a
similar incident happens in the future, we could experience disruptions, delays or failures in transaction processing,
which could adversely affect user satisfaction and our business, financial condition, results of operations, cash flows
and prospects.
PSP banks and payment networks may fail or refuse to process transactions adequately, may breach their agreements
with us, or may refuse to renew these agreements on commercially reasonable terms. They might also take actions that
degrade the functionality of our products and services, impose additional costs or requirements on us, or give
preferential treatment to competitive services, including their own services. Although we have not faced any such
material instances in the six months period ended September 30, 2025 and 2024, and Fiscal Years 2025, 2024 and
2023, if we are unsuccessful in maintaining mutually beneficial relationships with these payment networks, banks and
acquiring processors, our business may be adversely affected. Further, some clauses in the agreements entered into by
us with these PSP banks may expose us to risks incidental to data sharing and subcontracting, among others.
Moreover, changes in the strategic direction or business priorities of these banks could result in reduced support for
our transaction processing needs or increased costs for their services. If these banks decide to alter their terms of
service, impose additional requirements, or prioritise their own competitive services, it could hinder our ability to
maintain seamless transaction processing and could necessitate costly adjustments to our operations, which could
adversely affect our business.
5. NPCI has issued a Volume Cap Circular (as defined below), proposing a cap of 30% on the total volume of UPI
transactions which has been deferred until December 31, 2026 (calculated as the overall volume of transactions
processed in UPI during the preceding three months on a rolling basis) that may be processed by any single TPAP.
If further guidelines are promulgated by NPCI to implement and enforce the Volume Cap Circular, it may impact
our ability to onboard new UPI users, and thereby our business operations, financial performance, cash flows and
overall growth trajectory may be adversely affected.
Our Company, in our capacity as a TPAP, is governed by the procedural guidelines and circulars issued by the NPCI
from time to time, as discussed in the “Key Regulations and Policies” section on page 435, as well as the agreements
entered into between our Company and NPCI. On November 5, 2020, the NPCI through its ‘Guidelines on Volume
Cap for Third Party App Providers in UPI’ (the “Volume Cap Circular”) proposed a cap of 30% on the total volume
of UPI transactions (calculated as the overall volume of transactions processed in UPI during the preceding three
months on a rolling basis) that may be processed by any single TPAP (“Volume Cap”). The Volume Cap is aimed at
mitigating concentration risk and ensuring a balanced UPI ecosystem. As of September 30, 2025, our UPI Volume
market share was 46.85%, as per NPCI data, according to the Redseer Report. While existing TPAPs exceeding the
Volume Cap were originally required to comply with the Volume Cap Circular within a period of two years from
44January 1, 2021, which is, by December 31, 2022, the timeline has since been extended multiple times and is currently
deferred until December 31, 2026 for such TPAPs. Further, on March 25, 2021, NPCI also issued a ‘Standard
Operating Procedure – Market Share Cap for TPAPs’ for the implementation of the Volume Cap ("SOP"). This SOP
inter alia, clarifies that the enforcement of the Volume Cap Circular may only impact the Company’s onboarding of
new users, while ensuring that existing users remain unaffected (to the extent feasible). While the applicability of the
Volume Cap has been deferred until December 31, 2026, there is no assurance that further extensions will be granted
or that the terms of enforcement will not change. In the event that the implementation of the Volume Cap is not
extended further and we are required to comply, we may have to moderate onboarding new UPI customers. While we
are committed to complying with applicable NPCI guidelines and continue to engage constructively with NPCI, NPCI
has not levied any penalties on us since the introduction of the circular in November 2020. Any enforcement of the
Volume Cap Circular would likely have an adverse effect on our efforts to acquire new TPAP customers and may have
a material impact on our business operations, financial performance, cash flows and overall growth trajectory.
6. Our total revenue from payment services was ₹34,058.60 million, ₹29,613.21 million, ₹64,979.39 million,
₹48,583.38 million and ₹28,459.65 million for the six months period ended September 30, 2025 and 2024 , and
Fiscal Years 2025, 2024 and 2023, respectively, representing 86.92%, 92.32%, 91.33%, 95.94% and 97.66% of our
revenue from operations for such periods/ fiscal years, respectively. Any downturn in customers’ willingness to use
our payments services could have a material adverse impact on our business, financial condition, results of
operations and cash flows.
We derive a significant portion of our revenue from payments services through the PhonePe Platform. The table below
sets forth our revenue streams and our total revenue from payment services and as a percentage of revenue from
operations for the periods/fiscal years indicated:
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
₹ % of ₹ % of ₹ % of ₹ % of ₹ % of
million revenue million revenue million revenue million revenue million revenue
from from from from from
operatio operatio operatio operatio operatio
ns ns ns ns ns
Revenue from 38,584. 98.47% 31,781. 99.08% 70,555. 99.17% 50,393. 99.52% 28,740. 98.62%
PhonePe Platform (i) 86 04 86 99 19
A. Consumer Payments 21,997. 56.14% 22,079. 68.84% 45,069. 63.34% 36,240. 71.56% 24,163. 82.91%
(A1)+(A2) 75 68 03 43 52
B. Merchant Payments 12,060. 30.78% 7,533.5 23.48% 19,910. 27.99% 12,342. 24.38% 4,296.1 14.75%
(B1)+(B2) 85 4 36 95 3
C. Lending and 4,526.2 11.55% 2,167.8 6.76% 5,576.4 7.84% 1,810.6 3.58% 280.54 0.96%
Insurance Distribution 6 2 7 1
services (C1)
Revenue from New 599.83 1.53% 294.12 0.92% 592.72 0.83% 247.34 0.48% 402.68 1.38%
Platforms (ii)
D. Other services 599.83 1.53% 294.12 0.92% 592.72 0.83% 247.34 0.48% 402.68 1.38%
(D1)+(D2)
Revenue from 39,184. 100.00 32,075. 100.00 71,148. 100.00 50,641. 100.00 29,142. 100.00
operations (iii)=(i)+(ii) 69 % 16 % 58 % 33 % 87 %
Total revenue from 34,058. 86.92% 29,613. 92.32% 64,979. 91.33% 48,583. 95.94% 28,459. 97.66%
payment services 60 21 39 38 65
(iv)=(A1)+(A2)+(B1)+
(B2)
Consumer Payments revenue includes revenue earned in the form of transaction processing fees on person-to-person
money transfers, mobile recharges, bill payments, digital gold and digital silver transactions, travel ticketing, transit
booking, QR scan-and-pay, and online payments on various apps and websites from partners such as banks, telecom
companies, Bharat Connect (formerly BBPS), and online travel agencies, among others. Consumers are also levied a
platform fee and a transaction processing fee (in the form of a convenience fee) for availing certain services. Similarly,
Merchant Payments revenue includes revenue earned in the form of transaction processing fees from both offline and
online merchants, primarily levied as a percentage of TPV on merchant payments processed. The percentage varies
based on the type of payment instrument used (e.g., RuPay Credit Card on UPI, PhonePe Wallet, or Credit Card) and
the category of the merchant. We also earn subscription fees from offline merchants for Payment Devices such as
Smartspeakers and EDC machines. Additionally, we receive government grants from the Reserve Bank of India (RBI)
under the Payment Infrastructure Development Fund (PIDF). Additionally, for both consumer and merchant
45transactions, we earn digital incentives from the Government on person-to-merchant (P2M) UPI payments below
₹2,000 in value, undertaken on the PhonePe Platform. For more information on our platforms use cases and revenue
streams, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – PhonePe
Platform Revenue” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
New Platforms Revenue” beginning on pages 388 and 391 of this Updated Draft Red Herring Prospectus – I,
respectively.
The following table represents the reconciliation of the revenue streams including revenue from payment services
which comprises Consumer Payments, Merchant Payments and Incentives for Payment Services for the periods/ fiscal
years indicated:
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Revenue from sale of 37,443.45 31,773.25 69,146.08 49,918.71 27,749.42
services (i)
Payment Services 32,317.36 29,322.57 62,997.11 47,885.09 27,071.15
Consumer Payments 21,931.37 22,079.68 45,069.03 36,240.43 24,163.52
Merchant Payments 10,385.99 7,242.89 17,928.08 11,644.66 2,907.63
Lending and Insurance 4,526.26 2,167.82 5,576.47 1,810.61 280.54
Distribution services
Other services(1) 599.83 282.86 572.50 223.01 397.73
Other operating 1,741.24 301.92 2,002.50 722.62 1,393.45
revenue (ii)
Incentives on payment 1,674.86 290.65 1,982.28 698.29 1,388.50
services
Others 66.38 11.27 20.22 24.33 4.95
Consumer payments 66.38 - - - -
Others - 11.27 20.22 24.33 4.95
Total revenue from 39,184.69 32,075.16 71,148.58 50,641.33 29,142.87
operations (iii)=(i)+(ii)
Note:
(1) Other services includes revenue from stock broking, mutual fund distribution and marketplace platform.
(2) Others include amounts received against the incentive scheme issued by the Open Network for Digital Commerce on qualifying expenditure
incurred towards promoting the buyer side digital orders.
Any factor that affects consumers’ or merchants’ willingness to use our payment services could have an adverse impact
on our results of operations, cash flows and business. We face competition in the digital payments industry, which
includes payment apps that provide B2C offerings such as Consumer UPI Payments and Wallet Payments, among
others, and payment companies that provide B2B offerings such as Offline Merchant Acquisitions, Online Payment
Aggregator, among others, according to the Redseer Report (chapter 7, page 187). Further, if we are unable to timely
identify or effectively respond to evolving consumer and merchant preferences, offer competitive products and
services, our business, financial condition, results of operations, cash flows and prospects may be adversely impacted.
For further details, see “- The success and growth of our business depend upon our ability to innovate and develop
new products and services. Our failure to accurately predict the demand or growth of our new products and services
also could have a material and adverse effect on our business, financial condition, results of operations, cash flows
and prospects.” on page 61.
7. If we are unable to retain or expand our network of users, merchants, lending partners, insurers, or other business
partners, our business, financial condition, results of operations, cash flows and prospects could be materially and
adversely affected.
Our ability to maintain and grow our revenues, number of Customer Transactions, Merchant Transactions, Customer
TPV and Merchant TPV depends on whether we are able to maintain and increase the number of users, merchants,
lending partners, insurers and other business partners on our platforms. This in turn can contribute to increasing the
46number and value of transactions processed on our platforms and increasing our revenue. However, there can be no
assurance that after we onboard new users to our platform, our Customer and Merchant Transactions and Customer
and Merchant TPV increase proportionately or quickly, as our new customers may be slow to increase their usage of
our platforms or may use our platforms less frequently. For details on our retention and cohorts’ analysis, see “Our
Business – Our Business Offerings – (i) The PhonePe Platform” on page 200.
The table below sets forth certain details regarding the users and merchants on our platforms as of the dates indicated:
(All amounts in million)
As of September 30, As of March 31,
2025 2024 2025 2024 2023
Life-till-date (“LTD”) Registered User Base 657.56 578.59 618.40 534.97 455.41
Monthly Active Customers (“MAC”) 237.75 212.85 230.08 197.43 160.73
LTD Registered Merchant Base 47.19 42.25 44.87 39.48 34.94
Monthly Active Merchants (“MAM”) 11.11 11.27 11.31 11.45 11.43
Note: See “Our Business - Select Consolidated PhonePe Group Operating Metrics” on page 212 for definitions.
Our ecosystem connects users, merchants, lending partners, insurers and other business partners in the financial
ecosystem, which generates benefits for all parties. If we are not able to continue to facilitate and grow these benefits,
we may not be able to maintain the attractiveness of our platforms, which in turn may impede our ability to maintain
and grow our revenues. The attractiveness of our platforms to consumers depends upon, among other things, the
number and variety of merchants and the mix of products, including Consumer Payments, Merchant Payments,
Lending and Insurance Distribution services and other products available through our platforms, our brand and
reputation, user experience and satisfaction, reliability, performance and functionality of our platforms, customer
service, consumer trust and perception of our solutions, our ability to innovate technologically, and the services and
products that our competitors offer. For example, we hold funds on behalf of our users in escrow accounts between
transaction execution and settlement. If we are unable, or are perceived as unable, to effectively manage these funds
due to factors such as disruptions to the settlement system, our service quality and reputation could be adversely
affected. In addition, the composition of consumer segments can influence transaction frequency, average ticket size
and monetisation potential, among others, and any changes in user mix could adversely affect our business growth.
The attractiveness of our platforms to merchants depends upon, among other things, the number of users on our
PhonePe Platform, our brand and reputation, their costs of using our platforms, the accuracy, effectiveness and
reliability of our platforms. It is also important that we have a diversified mix of business partners in order to continue
to provide products and services that are attractive amid evolving consumer spending behaviour, economic conditions
and other factors. The attractiveness of our platforms to our business partners, including lending partners and insurers,
depends upon, among other things, our costs and value proposition, the size and quality of our user base, and our brand
and reputation. We may also experience attrition of our business relationships due to various factors related to our
business partners, some of which are outside our control, including business closures, bankruptcy, financial distress,
and transfers of accounts to our competitors. While we have not experienced any material failure to retain or expand
our network of users, merchants, lending partners, insurers or other business partners in the six months period ended
September 30, 2025 and 2024, and Fiscal Years 2025, 2024 and 2023, any failure to do so in the future could have a
material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
8. Our operations are subject to various legal and regulatory requirements, including oversight and inspection by
most of the major Indian financial regulators, including the Reserve Bank of India (“RBI”), Securities and
Exchange Board of India (“SEBI”), and Insurance Regulatory & Development Authority of India (“IRDAI”), as
well as other authorities of the Government of India (“GoI”) such as the Unique Identification Authority of India
(“UIDAI”) and the Department of Telecommunications (“DoT”). Any changes in, or non-compliance with,
applicable legal or regulatory requirements may adversely affect our operations.
In the past, certain inspections have been carried out by some of the statutory and regulatory authorities, including
RBI, CDSL, and NSE, pursuant to which they have made certain observations in their respective inspection reports,
which include, inter alia, the following observations and the actions and corrective measures taken by the Company
and one of our Subsidiaries, PWBPL:
Observation Actions and corrective measures taken by our
Company/Subsidiary
Our Company
RBI
RBI observations received pursuant to inspection carried out in December 2022, for the period from March 1, 2022 to
December 23, 2022
47Observation Actions and corrective measures taken by our
Company/Subsidiary
Our Company had (i) opened multiple prepaid payment We created a deduplication system such that when a new user uses an
instruments (“PPIs”) associated with the same officially OVD number already present in our systems, the user will be required
valid document (“OVD”) and (ii) had not put in place to use another OVD number before registration is successful.
necessary mechanisms to prevent multiple issuances,
resulting in a breach of the monthly loading limit of We have also incorporated uniqueness checks at the mobile number
₹10,000 for small PPIs, in violation of the para 9.1(ii)(d) level to ensure that the amount loaded by each mobile number did not
of the PPI-MD. exceed ₹10,000 per month.
Our Company had received various customer complaints We created a standard operating procedure and internal processes for
in the Fiscal Year in relation to its Bharat Bill Payment escalation of such grievances to the CANVAS portal, as required.
Operating Unit (“BBPOU”) operations, many of which We addressed the discrepancy highlighted by RBI, including by
were not updated to the CANVAS portal. strengthening our processes.
The RBI had assessed that the Company had exceeded We presented the email confirmation from NPCI’s Bharat Connect
the fetch/payment ratio of 5:1 for Bharat Connect team confirming that we have not exceeded the 5:1 ratio for the month
(formerly BBPS) in the month of November 2022. of November 2022.
RBI observations received pursuant to inspection carried out in November 2023, for the period from October 1, 2022 to
September 30, 2023.
The RBI has found certain discrepancies in our KYC In pursuance of compliance with KYC requirements, we inter alia, (a)
compliance and inconsistencies in customer data updated the timelines for the periodic update of customer KYC based
management – i.e. inter alia: on the risk profile of the customer, and (b) ensured that questions asked
by agents during the V-CIP procedure shall be varied in order.
a) Although the policy stated that periodic
updates should be undertaken to profile customers and
merchants, the period at which KYC updates were
undertaken for each risk category was not provided by
us.
b) In violation of paragraph 18 (b) (iii) of MD-
KYC, in the sample check done of V-CIP procedures, the
agents conducting the same for our Company did not
deviate from the order of questions asked, as required.
Our Company was unable to demonstrate compliance We were able to subsequently submit statements for our escrow
with escrow core portion limits. accounts demonstrating that prescribed RBI limits were adhered to.
There were certain missing clauses in some of our We shared addendums with relevant vendors/service providers which
outsourcing agreements as per the Framework for incorporated the missing clauses required under the Outsourcing
Outsourcing of Payment and Settlement-related Framework.
Activities by Payment System Operators dated August 3,
2021, issued by RBI (the “Outsourcing Framework”).
There was an absence of clauses in the escrow bank We signed addendums with the relevant escrow bank which
agreement related to pre-determined frequencies for incorporated the missing clause.
payments towards service charges, commission and
forfeited amount, however, the forfeited amount was
transferred from escrow to the current account.
Vendor master tracker not maintained by the Company We updated the vendor master tracked with the recommended changes
in form required by RBI under the Outsourcing
Framework
RBI observations received pursuant to inspection report received from the RBI on June 6, 2025, pursuant to inspection
carried out in February 2025, for the period from October 1, 2023 to December 31, 2024.
Certain deficiencies in our escrow account maintenance We implemented a standard operating procedure with measures to
such as the balance falling below the sum of the monitor PPI escrow transactions
outstanding PPIs and amounts due to merchants were
observed by the RBI
Certain discrepancies in our KYC process, customer data We addressed the discrepancy highlighted by RBI , including by
management, and risk-based transaction monitoring updating relevant documentation and processes
were observed by the RBI.
The RBI found that there were instances of discrepancy We have strengthened our governance on this aspect by way of, inter
in our reporting and complaints resolution after 30 days alia, introducing nudges to customers and internal escalation processes
of their initiation. to expedite customer responses
Note: Some of the risk items identified as part of the observations were resolved by the Company by way of RBI’s acceptance of
our submissions, while our other submissions are under review for acceptance and awaiting closure from the RBI; as on the date
of this Updated Draft Red Herring Prospectus-I.
Note: We have also received a direction from the RBI in September 2024 for our PPI and BBPOU business, requiring us to adhere
to the timelines for the submission of self-assessment template (“SAT”), where the RBI had observed a delay in submitting the
SAT for PPI and BBPOU for the Fiscal Year 2023-24. The Company has submitted SAT for PPI and BBPOU for the period Fiscal
Year 2025 within the timelines on April 30, 2025 and April 29, 2025, respectively.
PWBPL
NSE observations received by way of letter of observations dated January 27, 2025, pursuant to inspection conducted
between October 1, 2023 and September 30, 2024.
48Observation Actions and corrective measures taken by our
Company/Subsidiary
PWBPL’s data leakage prevention (“DLP”) solution was PWBPL has submitted that it uses third-party software for DLP, which
not sufficiently configured. A test email with personal is configured in detective mode for business needs like sharing files
identifiable information was successfully sent to an with vendors, auditors, and clients. It works in preventive mode as well
external domain thus compromising the control of data for other cases. The attempt to test the DLP efficiency during the
leakage prevention. PWBPL was required to deploy inspection was logged and marked as a false positive, as per the
detection and alerting tools. standard operating procedure.
SIEM tool logs were not parsed (turn raw log files into PWBPL has submitted that its infrastructure is on third-party cloud,
readable logs) correctly, making them unreadable and producing dynamic logs with numerous fields, including the fields that
hindering monitoring. PWBPL must detect incidents, are not relevant from a security analysis standpoint. While not parsed
anomalies, and attacks through appropriate monitoring by QRadar, the logs are in JavaScript Object Notation (“JSON”) format
tools/processes. and are analysable. The team reviews these logs irrespective of parsing.
Online KYC processes was not compliant with SEBI PWBPL has submitted a review request on August 1, 2025, to the NSE
circular dated April 24, 2020, as the CM segment was regarding the observation on online KYC processes not being
mandatory without opt-out. compliant with SEBI circular dated April 24, 2020 noting that this
requirement is not mandatory under NSE Circular No. 60042, which
allows members the benefit of having the CM segment enabled by
default. Circulars 44237 and 51278 refer to online KYC, not trading
preferences.
DLP and Antivirus user accounts were not disabled after PWBPL submitted that the company has disabled all dormant accounts
30 days of inactivity. and revoked access for admins who had not logged in the last 30 days.
Further, the company also revised the frequency of user access review
from quarterly to monthly basis to ensure proactive removal of such
dormant accounts.
Risk disclosure with respect to trading by individual PWBPL, in compliance with the circular INSP/57111, had displayed
traders in Equity Futures & Options Segment” was not risk disclosures during onboarding for the equity futures & options
displayed on the website. segment. While the circular does not mandate the exact page on which
the risk disclosures must be displayed, the company had shown the risk
disclosures to the client during the onboarding flow and before the KYC
flow ends. Further, PWBPL relocated the disclosure to the F&O
segment selection for better clarity and accessibility of information to
the clients.
Cyber security and cyber resilience policy not approved PWBPL submitted that the company had already shared the board
by the PWBPL’s board of directors. resolution approving the cyber security and cyber resilience policy and
supporting documents with NSE on December 2, 2024.
CDSL observations received by way of its inspection report dated June 12, 2024, pursuant to inspection conducted between
May 27, 2024 to May 31, 2024
(i) lack of BSDA option during online account opening; PWBPL submitted that the company uses the third-party database,
(ii) absence of explicit consent for standing instructions; updated bi-weekly, for IP resolution, claiming 99.8% accuracy at the
(iii) inaccurate geo-location data due to ISP capture; (iv) country level. Sample logs demonstrating restrictions on accounts
no provision for multiple nominees; (v) inability to select opened from outside India were shared.
specific securities/quantities in e-DIS mandates; (vi) Further, in relation to the specific geolocation discrepancies, the
non-compliance with OTP confirmation for account captured IP address reflects the nearest public IP to the client’s location
closures involving security transfers, and (vii) based on an algorithm of the third-party database.
Concurrent audit report has not been provided during the PWBPL submitted that it has provided the option to clients to modify
time of Inspection. its selection of, or opt out of the nominee system at the time of account
joining, and will provide the facility to add up to three nominees.
PWBPL has also made necessary changes in the e-DIS mandate system
to select specific securities/ quantities, as well as changes to standing
instructions at the time of account opening.
PWBPL further provided supporting documents to demonstrate its
compliance with OTP confirmation requirements.
PWBPL has further shared the required concurrent audit report with
CDSL as part of inspection requirements.
PWBL has also provided a final reply letter to CDSL
Further, our Company received a letter from RBI dated September 10, 2025 under the Guidelines on Regulation of
Payment Aggregator and Payment Gateways, 2020 (“PA PG Guidelines”) in relation to the facilitation of credit card
transactions for rent payments to beneficiaries who have not been onboarded as merchants. In response, we
discontinued the payment services for rent and related categories. Our results of operations from October 2025 onwards
will exclude any further impact from Rent & related categories, as these categories were discontinued in September
2025. Details of our revenue from Rent & related categories for the six months period ended September 30, 2025 and
2024, and fiscal years 2025, 2024 and 2023 set out below represent revenue recorded in those respective periods:
49(All amounts in ₹ million unless otherwise indicated)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Rent & related categories Revenue 5,185.24 6,682.62 12,622.70 11,449.21 6,215.97
Rent & related categories Revenue as % of 13.44% 21.03% 17.89% 22.72% 21.63%
Revenue of PhonePe Platform
Rent & related categories Gross Margin 1,355.95 2,630.84 4,788.97 3,984.61 1,881.35
Rent & related categories GM as % of GM of 4.90% 11.01% 8.92% 10.29% 8.52%
PhonePe Platform
Further, RBI recently conducted (on December 1, 2025) its annual audit of our Company in relation to our licences
for PPI and Bharat Connect (formerly BBPOU) businesses, as well as the first audit of our PA business. The inspection
report is yet to be issued by the RBI.
Our Subsidiary, PLSPL, operates as a Lending Service Provider (“LSP”) and is required to comply with regulatory
requirements that are contractually passed down to it from its lending partners i.e., banks and non-banking financial
companies. The RBI, via a notification dated November 28, 2025, withdrew the erstwhile Reserve Bank of India
(Digital Lending) Directions, 2025 (“Digital Lending Directions”) and incorporated its provisions into the various
directions issued by the RBI, being the Reserve Bank of India (Commercial Banks – Credit Facilities) Directions, 2025
and the Reserve Bank of India (Non-Banking Financial Companies– Credit Facilities) Directions, 2025 (collectively,
“DL Directions”), applicable to various classes of RBI regulated entities including commercial banks and non-banking
financial companies. This change is a consolidation exercise, on an as-is basis, i.e., without altering the underlying
obligations, and it reinforces the integration of digital lending standards into the core compliance frameworks of our
partner regulated entities (banking partners and NBFCs).
Consequently, the operations of PLSPL, in respect of LSP are governed under Chapter III of the DL Directions, further
details of which have been disclosed in “Key Regulations and Policies – Key Regulations applicable to the Company
and its Subsidiaries – I. Reserve Bank of India (“RBI”)” on page 235. In the instance of failure by PLSPL to comply
with the extant DL Directions that are contractually passed down to it from its partner lenders, it could result in (i)
suspension or terminations of PLSPL’s relationship with its partner authorised lenders; (ii) a pause in or cessation of
PLSPL’s LSP services; or (iii) litigation by lending partners or customers of PLSPL, arising from any lapse in adhering
to the procedural requirements embedded in the aforementioned DL Directions. Such consequences may lead to a loss
of revenue for PLSPL. There can be no assurance that PLSPL will be able to adapt effectively to future regulatory
interpretations or that PLSPL's compliance controls will prevent all instances of non-compliance. A loss of revenue
for PLSPL or a failure of PLSPL to comply with regulatory requirements may adversely affect our business, financial
condition or results of operations.
Further, another one of our Subsidiaries, PWBPL, had received a notice of inspection from SEBI dated August 25,
2025, whereby SEBI had informed that they intend to conduct a thematic inspection of PWBPL for the period April
1, 2024 to July 31, 2025. The theme of the inspection was in relation to the client onboarding process, and it was
conducted on September 8, 2025. The inspection report has been issued by SEBI on October 27, 2025 with one
observation in relation to senior management approval at the time of onboarding clients who are politically exposed
persons (“PEP”) , to which the company responded on October 29, 2025 clarifying that PWBPL does not onboard
clients of foreign origin and instead onboards only domestic individual clients who do not fall under the scope of
foreign PEPs as envisaged under the SEBI circular SEBI/HO/MIRSD/MIRSDSECFATF/P/CIR/2024/78 (guidelines
on anti-money laundering (AML) standards and combating the financing of terrorism (CFT) /obligations of securities
market intermediaries under the Prevention of Money Laundering Act, 2002 and rules framed there under) dated June
06, 2024 read with the Prevention of Money-laundering (Maintenance of Records) Rules, 2005.
The NSE, by way of its communication dated October 9, 2025, conducted a Focus Area Inspection of PWBPL from
October 27, 2025, which is currently ongoing. The inspection is being carried out in accordance with the prescribed
scope notified by the NSE, and PWBPL continues to extend full cooperation by providing the requisite data, system
access, and clarifications sought during the review. While PWBPL has responded to the relevant observations and
concerns highlighted by these regulatory agencies, there can be no assurance that SEBI, NSE, CDSL or other
regulatory agencies may not make similar or other observations in the future.
If we fail to seek or obtain the requisite permits, approvals and licenses, or if our existing permits, approvals and
licenses are withdrawn by the relevant authority, our ability to maintain business operations and execute our objectives
as planned could be compromised. Further, our Subsidiary, PWBPL had received 14 notices from the Stock Exchanges
(three of which are outstanding as on date), in relation to potential penalties arising out of non-compliances and
observations relating to, among others, online closure of trading accounts for clients, non-provisions of details under
the enhanced supervision framework, discrepancy in reporting of collateral deposit figures, technical glitches, delay
50in reporting of technical glitches, non-compliances relating to submission of financial action task force declarations
and non-compliances with client registration documentations or anti-money laundering compliance. Further, our
Company received a show cause notice dated July 3, 2025, issued under Sections 10(2), 18, 23A, 26 and 30 of PSS
Act, 2007 in relation to RBI’s observations during the statutory inspection for the period October 1, 2023 to December
31, 2024. In response thereto, our Company submitted its replies to RBI and produced the requisite supporting
documents as well. Thereafter, a hearing in relation to this matter was conducted by the RBI on August 19, 2025.
Subsequently, by way of an order dated September 10, 2025 (“Order”), the RBI found our Company to be in
contravention of paragraph 12.3(ii) of the Master Directions on Prepaid Payment Instruments, 2021 and levied an
aggregate penalty of ₹2.10 million to be paid within 30 days from the receipt of the Order, for which payment has been
made by the Company. Apart from the regulatory observations, non-compliances, and penalties discussed above, we
have not faced any other material instances of non-compliance in the six months period ended September 30, 2025
and 2024, and the Fiscal Years 2025, 2024 and 2023. For further details of these notices, please refer to “Outstanding
Litigation and Material Developments – Litigation involving our Subsidiaries – Litigation against our Subsidiaries –
Actions taken by regulatory or statutory authorities” on page 444.For further details of the regulatory licenses obtained
by and applied for our Company and subsidiaries and the details of the licensing requirements and regulatory
stipulations to which we are subject, please refer to the sections titled “Key Regulations and Policies” and “Government
and Other Approvals” of this Updated Draft Red Herring Prospectus – I, on pages 235 and 449, respectively.
On August 22, 2025, the Parliament enacted the Promotion and Regulation of Online Gaming Act, 2025 (the “Online
Gaming Act”), which imposes a comprehensive ban on online money games (referred to in this Updated Draft Red
Herring Prospectus – I as “real money gaming” or “RMG” and the “RMG ban”), whether based on skill, chance or
a combination thereof, and prohibits related financial transactions and advertisements. Accordingly, we ceased to
generate revenues from advertising and payment gateway services associated with real money gaming with effect from
August 22, 2025. Our results of operations from October 2025 onwards will exclude any further impact from RMG,
as these services were discontinued in August 2025. Details of our revenue from RMG for the six-month period ended
September 30, 2025 and 2024, and fiscal years 2025, 2024 and 2023 set out below represent revenue recorded in those
respective periods:
(All amounts in ₹ million unless otherwise indicated)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Total RMG Revenue 709.87 1,470.66 2,449.02 2,342.09 2,081.13
RMG Revenue as % of Revenue of PhonePe 1.84% 4.63% 3.47% 4.65% 7.24%
Platform
Total RMG Gross Margin (“RMG GM”) 600.60 1,377.60 2,250.67 2,240.99 2,054.43
RMG GM as % of GM of PhonePe Platform 2.17% 5.77% 4.19% 5.79% 9.31%
Non-compliance with laws, licensing conditions and regulations could result in penalties or revocation of
authorisation, disrupting business operations and impacting financial stability. Furthermore, any changes in laws,
regulatory policies or the introduction of new guidelines could necessitate costly adjustments to existing systems and
processes or have other adverse effects on our business, any of which could adversely affect our market position and
results of operations. These regulatory demands necessitate significant investments in personnel, technology and
operational infrastructure, potentially increasing operational costs and affecting the efficiency of payment processing.
Therefore, we are required to continuously adapt to evolving regulatory requirements, which can be challenging and
may impact our ability to innovate and expand our services effectively. Furthermore, any cybersecurity breaches or
system failures could compromise customer data and trust, leading to reputational damage and financial losses. These
risks could significantly affect our ability to maintain market share and operational efficiency, impacting our financial
stability and growth prospects.
The licenses and approvals required by us are subject to numerous conditions and we cannot assure you that these
would not be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or
conditions thereof, or pursuant to any regulatory action. If there is any failure by us to comply with the applicable
regulations or if the regulations governing our business are amended, we may incur increased costs, be subject to
penalties, have our approvals and permits revoked or suffer a disruption in our operations, any of which could adversely
affect our business.
9. We are subject to cybersecurity risks that could lead to disruptions of our operations and additional costs that
adversely affect our reputation, brand, business, financial condition, results of operations and cash flows.
The digital nature of our business and industry makes us a target for, and vulnerable to, cybersecurity risks, including
cyberattacks, data theft, security breaches, hacking, viruses, account takeovers, phishing, deep fake scams, trojans,
social engineering, distributed denial of service, credential stuffing, ransomware and other malware, other attempts at
information exfiltration, employee error, sabotage and malfeasance and other risks that could lead to disruptions of
our operations and unauthorised access to data that we process and store. We process confidential and personal data
51in our ordinary course of business and store data where permitted under applicable law and in accordance with our
terms of service. This includes personal identifiable information (“PII”) of consumers including but not limited to
email addresses and phone numbers, KYC data (including permanent account number and Aadhaar number), payment
transaction data, tokenised card data, Bharat Connect (formerly BBPS) data, UPI data, device and usage data, financial
data of our users (for example, income, loans, securities and insurance data), other consumer profile markers, as well
as data of our merchants, lending partners, insurers and other business partners and third-party integration data. Hostile
actors may target us due to our name, brand recognition, types of data (including sensitive payments- and identity-
related data) that our users provide to us, and the widespread adoption and use of our platforms, products and services.
Unauthorised parties may attempt to gain access to our systems or facilities through various means, including through
hacking into our systems or facilities or those of our users, merchants, lending partners, insurers, other business
partners or vendors, and attempting to fraudulently induce users of our systems (including employees, vendor and
partner personnel and customers) into disclosing user names, passwords, payment card information, multi-factor
authentication application access or other sensitive information used to gain access to such systems or facilities. This
information may, in turn, be used to access our users’ confidential personal or proprietary information and financial
instrument data that are stored on or accessible through our information technology systems and those of third parties
with whom we partner. This information may also be used to execute fraudulent transactions or otherwise engage in
fraudulent actions.
While we have internal governance policies including a data retention policy and information security policy, internal
committees, system controls and checks restricting the access to our data and we have not experienced any material
cybersecurity breaches in the six months period ended September 30, 2025 and 2024 , and Fiscal Years 2025, 2024
and 2023, there can be no assurance that cybersecurity incidents will not occur in the future. The techniques used to
obtain unauthorised, improper, or illegal access to our systems, or our user data, or to disable or degrade service or
sabotage systems, are constantly evolving, may be difficult to detect quickly, and often are not recognised until after
they have been launched against a target. The software underlying our platforms may contain undetected vulnerabilities
which may also be exploited by such techniques. We may be unable to anticipate these techniques, react in a timely
manner, or implement adequate preventative or remedial measures.
Any accidental or wilful security breaches or other unauthorised access to our platforms or servicing systems could
cause confidential, proprietary, or sensitive information to be stolen and used for criminal or other unauthorised
purposes. Security breaches or unauthorised access to confidential information could also expose us to liability related
to the loss of the information, time-consuming and expensive litigation, negative publicity and reputational harm.
Particularly, the GoI has recently notified the Digital Personal Data Protection Act, 2023 (“DPDP Act”) that is set to
overhaul India’s current personal data protection regime, under which penalties of up to ₹2,500 million can be levied,
if we fail to implement reasonable security standards to prevent personal data breaches. If security measures are
breached because of employee theft, exfiltration, misuse or malfeasance, our or third-party actions, omissions, errors,
unintentional events, deliberate attacks by cyber criminals or otherwise, or if design flaws in our software or systems
are exposed and exploited, our relationships with our users and business partners could be damaged, and we could
incur significant liability. Further, as we continue to grow in compliance with applicable laws, we will collect, store
and process the data of more individuals, which in turn increases the risk that a significant failure in our internal
controls or data security measures could result in a data breach affecting more individuals and expose us to greater
potential liability through fines and compensation claims, significant risk of reputational harm and loss of user trust.
For further details related to the privacy and data protection laws applicable to us, see “Key Regulations and Policies”
and “—Regulatory, legislative or policy developments regarding privacy and data security could affect our ability to
conduct our business.” on pages 235 and 67, respectively.
In addition, we engage third parties in certain circumstances who may, by themselves or through their employees,
access certain consumer data as part of their business relationship with us, such as service providers and business
partners. This includes service providers and business partners with whom we share business, transaction, customer,
and technical data on a need-to-know basis, in accordance with applicable laws and contractual agreements. In the
event of a data breach involving a third-party, we may be subject to regulatory investigations and penalties, and our
reputation could be adversely affected. While we own and manage our servers, they are hosted at data centres in third-
party premises in India, limiting our control over physical security, access protocols, and uptime. Any lapses by the
data centre provider—such as unauthorised access, service outages, or disaster recovery failures—could compromise
data availability and integrity. Additionally, we store certain information on the public cloud, which introduces risks
such as misconfigurations and insider threats. Improper handling of sensitive personal information by our data centre
or cloud service providers may lead to non-compliance with India’s data protection laws, exposing us to legal,
financial, and reputational risks. Our ability to monitor these third parties’ data security is limited, as we do not control
their operations or processing of data beyond our contractual agreements. Consequently, we cannot ensure the integrity
or security measures they implement to protect our consumers’ data, leaving us vulnerable to cyberattacks or security
incidents affecting these third parties, which could adversely impact our business even if our systems remain
unaffected.
52While our business has not been materially affected due to cybersecurity issues in the six months period ended
September 30, 2025 and 2024 , and the Fiscal Years 2025, 2024 and 2023, any system failure, security breach or third-
party attacks or attempts to illegally obtain the data that result in any actual or perceived disclosure of consumer data,
or the perception that any of the foregoing has occurred, could damage our reputation and brand, deter current and
other consumers from using our platforms, damage our business, and expose us to potential legal liability. Furthermore,
security breaches involving our competitors could generate negative publicity for the entire industry, indirectly
harming our reputation and reducing demand for our products and solutions.
10. Our success depends on the continuing efforts of our employees including Key Managerial Personnel and Senior
Management, and our ability to recruit and retain talent. If we fail to hire, retain or motivate our employees,
maintain our company culture and our values as we grow, our business may suffer.
The digital payments and financial services industry is highly competitive, and the loss of any of our Key Managerial
Personnel or Senior Management could, among other things, disrupt our product innovation, and long-term strategy.
Our leadership’s expertise and experience in setting up and scaling startups are critical to navigating the complexity
of our evolving industry. While we have entered into service agreements which include non-compete provisions, there
is no assurance that such provisions will be enforceable. If any of our employees, Key Managerial Personnel or Senior
Management joins a competitor or forms a competing business, we may lose business, customers, and know-how. If
we are unable to retain or replace key leaders, investor confidence and business stability could be negatively affected.
If we lose the services of any member of our Key Managerial Personnel and/ or Senior Management, we may not be
able to hire suitable or qualified replacements and may incur additional expenses and time to recruit and for them to
adapt to the new work culture. See “Our Management – Our Board – Changes in the Board in the Last Three Years”
and “Our Management – Changes in Key Managerial Personnel and Senior Management” on pages 280 and 292,
respectively.
The digital payments and financial services industry is experiencing strong demand for professionals with domain
expertise. As a result, we have observed attrition in teams that drive innovation, including product development and
technology. Further, the attrition levels are structurally higher in sales and customer support functions, as these are
high-volume, target-driven entry roles with naturally greater mobility, unlike specialised functions where tenure is
longer.
Our inability to attract, develop and retain top talent may hinder our ability to safeguard and enhance customer
experience, create new products, and maintain operational efficiency. We rely on employees with specialised
knowledge of our products and technology. Should these specialists leave, we could face disruptions in decision-
making and risk compliance oversight. Mergers, acquisitions, or restructuring efforts may lead to workforce integration
issues, employee dissatisfaction, and challenges in talent retention. Maintaining a cohesive organisational culture and
strong leadership alignment may become challenging as we scale our business through acquisitions and expand into
new markets. Rapid hiring and expansion could lead to misalignment between teams, inefficiencies in decision-
making, and challenges in preserving our core values. Furthermore, employee burnout, particularly among high-
performing teams engaged in high-growth products or areas in which we aspire to lead industry thinking, may increase
attrition. Our growth and the aforementioned risks could result in higher hiring and training costs, increased employee
benefits expenses, and greater costs associated with retaining talent through long-term incentives (both cash and
equity).
The table below sets forth our employee attrition rate for the periods/ fiscal years indicated:
Particulars For the six months period For the fiscal year ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Overall employee attrition rate(1) (%) 22.10% 16.98% 34.24% 31.41% 27.88%
Note:
(1) Attrition rate is calculated as the total number of permanent employees who exited during the relevant fiscal year divided by the average total
number of permanent employees during such periods/ fiscal year, multiplied by 100.
The table below sets forth our employee benefits expense and as a percentage of total expenses for the periods/ fiscal
years indicated:
53(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period For the fiscal year ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Employee benefits expense (A) 28,691.09 21,496.63 40,967.05 36,039.76 30,965.74
Total expenses (B) 60,692.68 46,800.27 93,940.97 77,542.91 59,062.34
Employee benefits expense as a percentage 47.27% 45.93% 43.61% 46.48% 52.43%
of total expenses (A/B*100) (%)
We may need to continue to invest in salaries and stock options to attract and retain new employees and expend time
and resources to identify, recruit, train and integrate such employees. For instance, during the six months period ended
September 30, 2025, certain actions were undertaken in relation to our employee stock option plans and founder awards
which resulted in one-time impacts on our consolidated statements of profit and loss, cash flows and balance sheet.
For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on page 387. If we are unable to effectively manage our hiring needs or successfully integrate, train and retain new
and existing hires, our efficiency, ability to meet forecasts and employee morale, productivity and engagement could
suffer, which could adversely affect our business, financial condition, results of operations, cash flows and prospects.
While we do not have an active labour union as of the date of this Updated Draft Red Herring Prospectus – I and have
not experienced any work stoppages in the six months period ended September 30, 2025 and 2024 , and Fiscal Years
2025, 2024 and 2023, there can be no assurance that our workers will not form a union and that we will not experience
any disruption, including work stoppages, in the future as a result of disputes or disagreements with our work force,
which may adversely affect our ability to continue our business operations. In addition, we are subject to, and may
from time to time be involved in, employee-related disputes, claims, or proceedings, including matters relating to
compensation, benefits, termination, and other employment-related issues. Any such disputes, if determined adversely,
could result in financial liability, adverse publicity, and disruption to our operations.
11. We face substantial and increasingly intense competition within India’s financial services industry. If we are unable
to compete effectively, our business, financial condition, results of operations, cash flows and prospects will be
materially and adversely affected.
We face substantial competition within India’s financial services market, which has companies that have digital
payments offerings such as consumer payments and merchant payments, and other offerings such as insurance, lending
and mutual fund distribution, according to the Redseer Report (chapter 7, page 187). The digital payments industry
includes payment companies that provide B2C offerings such as Consumer UPI Payments, Wallet Payments, among
others, and payment companies that provide B2B offerings such as offline merchant acquisitions, online payment
aggregators, among others, according to the Redseer Report (chapter 7, page 187). Furthermore, we face competition
from financial services companies that provide offerings among Lending Distribution, Insurance Distribution, and
Mutual Fund Distribution, along with a few offerings from consumer and merchant payments, according to the Redseer
Report (chapter 7, page 187). Further, the three sponsor PSP banks through whom we participate in the UPI payment
system, namely Yes Bank Limited, Axis Bank Limited, and ICICI Bank Limited, may also provide payment services
and financial services, thereby leading to increased competition for us.
Some of our current and potential competitors may have larger operations, greater financial resources, larger user
bases, greater brand recognition, more successful marketing capabilities, longer operating histories, higher traffic, a
more secure position or offer products or services that we do not, which may provide competitive advantages to them.
These or similar factors may allow our competitors to respond more quickly to new or emerging technologies and
changes in consumers and merchant preferences and may render our platforms less attractive or obsolete.
We compete for customers based on the value we provide, the quality of our customer experience, the security of our
platforms, and the breadth of our product offerings. We compete for merchants based on factors, such as, scale and
engagement of merchants on our platforms, cost, convenience, quality, the innovative nature of our products and
services and on time settlement of payments. We also compete for motivated and capable talent, including staff with
technology and financial services expertise. We also face competition in areas such as choice on payment options;
duration, simplicity, and transparency of payment terms; reliability and speed of processing payments; compliance
and security; promotional offerings; fees; ease-of-use; marketing expertise; service levels; technological capabilities;
customer service; brand and reputation; and consumer, merchant and business partner satisfaction. Our competitors
may also make acquisitions or establish cooperative or other strategic partnerships or joint ventures among themselves
or with others, including merchants, lending partners and insurers, because of which they may be able to achieve
greater economies of scale.
54Increased competition could result in the need for us to alter the pricing we offer to consumers, merchants, lending
partners, insurers or other business partners. If we are not able to compete effectively, differentiate our products or
services from those of our competitors or provide value to our consumers, merchants, lending partners, insurers or
other business partners, we may be unable to retain them and our business, financial condition, results of operations,
cash flows and prospects may be materially and adversely affected.
12. Our operations are subject to regulations and licensing requirements and oversight from various regulatory bodies.
Our inability to obtain, renew or maintain the statutory permits, approvals, registrations and licenses may adversely
affect our operations.
We are regulated by Indian financial regulators, and other government authorities, given our business interests across
multiple financial service sectors. We are collectively registered with and have multiple licenses from Indian financial
regulators, statutory bodies and sectoral bodies, such as the RBI, SEBI and IRDAI as well as from the Association of
Mutual Funds in India (“AMFI”), the UIDAI, the DoT, the Stock Exchanges and Depositories. We are also subject to
inspection, audit and certification requirements, including in relation to some of our licenses, as well as by virtue of
some of our arrangements or agreements (for example, the arrangements with our PSP banks namely, Yes Bank
Limited, Axis Bank Limited, and ICICI Bank Limited, which allow the RBI, NPCI and the respective PSP bank to
conduct an audit of the infrastructure, systems, application components related to the UPI facilities).
In the course of our business operations, we are required to obtain various approvals, licenses, registrations,
authorisations and permits, and make necessary registrations and filings with governmental, statutory and regulatory
authorities. Given the dynamic nature of regulatory frameworks in the areas where we operate, we may also need to
obtain additional licenses and approvals as new regulations are enacted. As of the date of this Updated Draft Red
Herring Prospectus – I, none of our licenses, permits and authorisations issued by governmental authorities or
regulators have expired. Details of the licenses are provided in the table below.
Sr. No Regulation/Relevant regulator/sectoral body License Details
Our Company
1. Master Direction on Regulation of Payment Aggregator Certificate of authorisation bearing number 245/2025 issued
(“PA Master Directions”) by the RBI, dated November 6, 2025, to operate as a Payment
Aggregator, as per the provisions of the PSS Act. The
authorisation granted is perpetual. The certificate is for both
online and physical operations. For details, see “Government
and other Approvals” on page 449.' The previous certificate of
authorization 241/2025 issued by the RBI was dated
September 19, 2025 to operate as an ‘online payment
aggregator’.
2. Master Directions on Prepaid Payment Instruments, Certificate of authorisation number 237/2025 dated August 25,
2021 (“PPI-MD”) 2025, valid till August 31, 2026, issued by the RBI, for
issuance and operation of PPIs. This is as per the RBI circular
on ‘Perpetual Validity for Certificate of Authorisation’ issued
to Payment System Operator under the PSS Act renewed by
way of letter dated August 28, 2025. The original certificate of
authorisation number 75/2014 issued by the RBI was dated
August 25, 2014. The authorisation has since been periodically
renewed by RBI.
Our Company has also obtained a one-time approval dated
March 26, 2025 from the RBI, for issuing and operating co-
branded PPIs.
3. Master Direction- Reserve Bank of India (Bharat Bill Certificate of authorisation, bearing number 238/2025, dated
Payment System) Directions, 2024 (“BBPS MD”) August 25, 2025, issued by the RBI to operate as a BBPOU
under RBI circulars issued prior to the BBPS MD. The original
certificate of authorisation number 148/2022 issued by the
RBI was dated March 3, 2022. This authorisation is perpetual.
4. DoT circular dated 8 February 2022 on Registration Registration certificate bearing registration No:
Process of M2M Service Providers (M2MSP) & KTK/M/100476/0625, dated June 24, 2025, as an M2MSP
WPAN/WLAN Connectivity Provider for M2M under the Department of Telecommunications circular dated
Services February 8, 2022, to facilitate functioning of smart speakers
containing SIM cards used as part of merchant payments
processing. The original registration certificate bearing
registration number KTK/M/100028/1222, issued by the
Department of Telecommunications was dated December 12,
2022. The registration is perpetually valid.
55Sr. No Regulation/Relevant regulator/sectoral body License Details
5. PMLA, Aadhaar (Targeted Delivery of Financial and Our Company has been notified as a reporting entity under
Other Subsidies, Benefits and Services) Act, 2016 Section 11A of the PMLA pursuant to the Ministry of
(“Aadhaar Act”), and Aadhaar (Authentication and Finance’s gazette notification dated September 22, 2021
Offline Verification) Regulations, 2021 (“Aadhaar thereby permitting our Company to carry out Aadhaar-based
Authentication Regulations”) authentication.
Approval dated June 10, 2022 issued by the UIDAI, to be
appointed as a local authentication user agency (“AUA”)/e-
KYC user agency (“KUA”) as per the Aadhaar Act and
Aadhaar Authentication Regulations. UIDAI approval dated
June 30, 2023, for the usage of the face authentication
modality for the purpose of biometric Aadhaar authentication
under the Aadhaar Act.
6. Master Directions on Access Criteria for Payment RBI one-time approval dated January 17, 2025, for
Systems, 2017 participation in the centralised payment systems i.e., RTGS
and NEFT.
7. Master Direction – Credit Card and Debit Card – Our Company has obtained a one-time approval, dated March
Issuance and Conduct Directions, 2022 26, 2025, from the RBI for entering into co-brand
arrangements with card issuers.
Our Subsidiaries
PWBPL
1. Securities and Exchange Board of India (Stock Brokers) Certificate of registration as a stock broker, dated October 8,
Regulations 1992, as amended 2021, issued by SEBI, for carrying on activities of buying,
selling or dealing in securities or as such activities permitted
by stock exchange(s).
2. Securities and Exchange Board of India (Depositories SEBI registration dated June 24, 2022, issued by SEBI to act
and Participants) Regulations, 2018, as amended as a depository participant.
3. Securities and Exchange Board of India (Research SEBI registration to act as a research analyst dated November
Analysts) Regulations, 2014, as amended 28, 2024, issued by SEBI and BSE research analyst enlistment
issued by BSE.
4. NSE rules, bye-laws and regulations NSE membership valid from the year 2021 bearing
membership number 90226 issued by NSE to act as a trading
member of NSE in the equity and equity derivatives segments.
5. BSE rules, bye-laws and regulations BSE membership valid from the year 2022 bearing
membership number 6756 issued by BSE to act as a trading
member of BSE in the equity and equity derivatives segments.
6. Association of Mutual Funds of India Registration dated October 12, 2021, last renewed on August
20, 2024.
7. SEBI, in consultation with UIDAI Approval to act as a sub-authentication user agency and sub-
eKYC user agency by SEBI in consultation with UIDAI vide
gazette notification dated July 13, 2022.
PIBSPL
1. IRDAI (Insurance Brokers) Regulations, 2018, as Certificate of registration number 766, dated August 8, 2024,
amended obtained from the IRDAI, to act as a direct (life and general)
broker (“IRDAI Registration”), valid till August 10, 2027.
The original IRDAI Registration was dated August 11, 2021
and was valid until August 10, 2024.
IRDAI permission dated September 8, 2023, for undertaking
insurance e-commerce activities in India through the Insurance
Self Networking Platform (“ISNP”), valid till the expiry of the
IRDAI Registration.
Please refer to the section titled “Key Regulations and Policies” on page 235, for further details on our rights and
obligations pursuant to these licenses and “Government and Other Approvals” on page 449. As a result of the above-
mentioned licenses, we are subject to comprehensive regulatory requirements. It should be noted that non-compliance
with the conditions of the licenses, authorisations or approvals may also lead to their cancellation, revocation, or
suspension or attract consequences as defined under the regulatory framework (such as fines).
We are subject to multiple ongoing regulatory compliances under the aforementioned licenses. There is no assurance
that we will comply with or adhere to such regulatory compliances to the satisfaction of the relevant regulatory
56authorities. In the event we are unable to adhere to the relevant regulations applicable to us, we may be subject to
regulatory action, fine or penalty. We are subject to ongoing regulatory supervision and monitoring, including regular
inspections that are conducted by RBI for our PPI, and BBPOU licenses, SEBI, Stock Exchanges, CDSL, AMFI,
UIDAI for our KUA license and IRDAI for our insurance broking license.
On October 20, 2021, one of our Subsidiaries, PhonePe Finance Private Limited (“PFPL”), had filed an application
(“Registration Application”) with the RBI, to obtain a certificate of registration to commence and carry on business
as a type-II non-banking finance company (non-deposit taking) (“NBFC-ND II”), which was returned by the RBI
through a letter dated May 25, 2022 on the grounds that one of the related parties of PFPL had also applied for the
NBFC-ND-II license. PFPL had filed another application for the same license on March 27, 2023 which was returned
through a letter dated June 21, 2023 because one of the related parties of PFPL had already been granted in-principle
approval to act as an NBFC-ND-II. On November 4, 2025, PFPL made a re-application to the RBI for a Certificate of
Registration to operate as an NBFC-ND II. The application is currently under consideration with RBI. Further, one of
our Subsidiaries, PhonePe Middle East FZ-LLC, has applied for the below licenses:
Sr. No Regulation/Relevant regulator/sectoral body Application date
1. Retail Payment Services and Card Schemes Regulation Application dated February 10, 2025 to operate as a retail payment service
(Circular No. 15/2021), Central Bank of UAE provider in the UAE.
2. Stored Value Facilities (SVF) Regulation (Circular No. Application dated February 10, 2025 to act as a provider of stored value
6/2020), Central Bank of UAE facilities in the UAE.
*Applications were initially filed by our Company on behalf of the proposed entity, PhonePe Middle East FZ-LLC, which was incorporated on October 31, 2025.
There can be no assurance that this current and/or any future registration applications filed by the Company or any
other of our Subsidiaries with the RBI or any other regulatory body will not be returned or rejected, which may affect
our business, financial conditions and prospects. Further, in the event that we are able to obtain the necessary
registrations from RBI or any other regulatory body, there can be no assurance that we will have the necessary
resources to carry on such new business operations, bear the additional compliance costs and regulatory scrutiny,
oversight and liabilities which such additional registrations may invite.
13. There are pending litigations against our Company and our Subsidiaries. Any adverse decision in such proceedings
may render us or them liable to liabilities or penalties and may adversely affect our business, financial condition,
results of operations, cash flows and prospects.
Certain legal proceedings involving our Company, certain Subsidiaries and one of our Directors are pending at
different levels of adjudication before various courts, tribunals and authorities. In the event of adverse rulings in these
proceedings or consequent levy of penalties, we may need to make payments or make provisions for future payments
which may increase expenses and current or contingent liabilities. A summary of outstanding litigation proceedings
involving our Company and our Subsidiaries, and as per the Materiality Policy as disclosed in “Outstanding Litigation
and Material Developments” on page 435, in terms of the SEBI ICDR Regulations as of the date of this Updated Draft
Red Herring Prospectus – I is provided below:
Category of Criminal Tax Statutory Disciplinary actions by Material civil Aggregate amount
individuals / proceedings proceedings(2) or SEBI or Stock Exchanges litigations involved
entities regulatory against our Promoters in (in ₹ million)(1)
proceedings the last five years,
including outstanding
action
Company
By our Company 135 N.A. N.A. N.A. 6 240.81
Against our 49.96
3 16 Nil(3) Nil 1
Company
Directors
By our Directors 1 N.A. N.A. N.A. Nil 0.07
Against our 515.07(4)
Nil 3 Nil Nil Nil
Directors
Promoters
By our Promoters Nil N.A. N.A. N.A. Nil -
Against our Nil Nil Nil Nil Nil -
Promoters
Subsidiaries
By Subsidiaries 1 N.A. N.A. N.A. Nil -
Against 6.31
2 3 3 Nil Nil
Subsidiaries
(1) To the extent ascertainable and quantifiable.
57(2) The above table does not include 15 refund proceedings and three rectification proceedings filed by our Company and certain Subsidiaries.
There is no tax demand liability against our Company and Subsidiaries in these proceeding but only a refund that needs to be paid by the tax
authorities to our Company and Subsidiaries.
(3) Our Company has filed an adjudication application dated July 14, 2025 before the Registrar of Companies, Karnataka on July 16, 2025, for
adjudication of penalties under Section 450 of the Companies Act, 2013 in relation to non-conformance with the provisions of Section 62(1)(c)
of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, as amended, on allotments of
equity shares at a price lower than the price determined in the valuation reports. For further details, see “Risk Factors – Certain of our
corporate filings with the RoC have discrepancies and instances of non-conformance with the Companies Act, 2013 relating to share
allotments. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future, and we will not be
subject to any penalty imposed by the competent regulatory authority in this regard” on page 66.
(4) The amount pertains to a tax refund by one of our Directors, where an appeal is pending before the Commissioner of Income-tax (Appeals).
Category of individuals Criminal proceedings Statutory or regulatory Aggregate amount involved
proceedings (in ₹ million)(1)
Key Managerial Personnel
By our Key Managerial Personnel 1 Nil 0.07
Against our Key Managerial Personnel Nil Nil Nil
Senior Management
By our Senior Management Nil N.A. Nil
Against our Senior Management Nil Nil Nil
(1) To the extent ascertainable and quantifiable.
As disclosed in further detail in “Outstanding Litigation and Material Developments – Other pending proceedings”
on page 446 of this Updated Draft Red Herring Prospectus – I, our Company received a summons from the Directorate
of Enforcement (“ED”) Mumbai, Bengaluru and Delhi, respectively, seeking evidence in relation to an investigation
under the Prevention of Money Laundering Act, 2002 (“PMLA”) against certain third-party individuals and entities
and not against Company or Directors or Key Managerial Personnel or Promoters. The summons in the name of the
Company was addressed to its authorised representatives and/or one of our Whole-time Directors and one of our Key
Managerial Personnel, Rahul Chari on June 21, 2024 and March 17, 2025, April 11, 2025 and April 23, 2025,
respectively each under Section 50 of PMLA. These summons were issued in relation to ongoing investigations being
conducted by the ED, against Sutrulla Express Private Limited (OPC) and Dinero Payment Services Private Limited,
who were third-party merchants using the payment aggregator/ gateway services on the PhonePe Platform, and apart
from this, these entities are otherwise not directly or indirectly connected to our Company, Subsidiaries, Promoters or
our Key Managerial Personnel in any manner. Further, the ED, Bengaluru also issued a letter and three
communications dated December 1, 2025, December 28, 2025 and December 29, 2025, respectively, to our Company,
seeking information and documents, including, details of transactions/ settlements made with Winzo Games Private
Limited (“Winzo”) and Tictok Skill Games Private Limited (“Tictok”), via the PhonePe Platform. Apart from this,
Winzo and Tictok entities are otherwise not directly or indirectly connected to our Company, Subsidiaries, Promoters
or our Key Managerial Personnel in any manner. Accordingly, we do not foresee any implications on our Company.
The information was sought from our Company, in its capacity as a third-party information provider. In compliance
therewith, our Company has submitted its replies to the ED and has produced the requisite documents. We cannot
assure you that we will not be subject to any further summons or directions in respect of the same or any other actions
as may be undertaken by statutory or regulatory authorities in the future. Further, our Subsidiary, PWBPL had received
14 notices from the Stock Exchanges (of which three are outstanding as on date), in relation to potential penalties
arising out of non-compliances and observations relating to, among others, online closure of trading accounts for
clients, non-provisions of details under the enhanced supervision framework, discrepancy in reporting of collateral
deposit figures and delay in reporting of technical glitches. The details of such outstanding notices are provided below:
Sr. Particulars Date of administrative Summary (including details of penalty levied and current status)
No. warning/ deficiency
letter/ adjudication
orders/ settlement
1. Delay in Penalty notice issued by PWBPL received a notice dated September 4, 2024 (“Notice”) from
submission of NSE on September 4, NSE in relation to delay in submission of financial action task force
financial action 2024 in accordance with (“FATF”) FATF declaration and monetary penalty amounting to
task force Exchange Circular No. ₹0.01 million (“Penalty”) was levied on PWBPL. However, no
(“FATF”) NSE/INSP/53530 dated Penalty has been debited from PWBPL’s account, hence, the matter is
declaration September 02, 2022 currently pending.
2. Offsite inspection Penalty notice issued by PWBPL received a notice dated September 24, 2024 from NSE in
conducted during NSE on September 24, relation to failure to report the closure of bank accounts to the NSE.
August 2024 2024 in accordance with Consequently, PWBPL submitted its reply dated October 2, 2024,
NSE Circular reference (“Reply”) stated the reasons for delay and requested NSE to waive off
no. NSE/INSP/53530 the indicative penalty. Subsequently, NSE vide its letter dated
dated September 2, 2022 February 18, 2025, after considering the Reply and stating lack of
evidence, levied a penalty amounting to ₹0.01 million (“Penalty”) to
PWBPL. However, no Penalty has been debited from PWBPL’s
account, hence, the matter is currently pending.
58Sr. Particulars Date of administrative Summary (including details of penalty levied and current status)
No. warning/ deficiency
letter/ adjudication
orders/ settlement
3. Technical glitch Penalty notice issued by PWBPL received a notice dated April 15, 2025 (“Notice”), from BSE
BSE on April 15, 2025, in relation to penalty amounting to ₹0.03 million (“Penalty”) on
in accordance with failure to inform BSE towards instance of technical glitch. However,
Exchange notice no. no Penalty has been debited from PWBPL’s account, hence, the matter
20230704-27 is currently pending.
The RBI in the past has imposed a penalty on our Company with reference to inspections conducted by it. For further
details, please see “— Our operations are subject to various legal and regulatory requirements, including oversight
and inspection by most of the major Indian financial regulators, including the Reserve Bank of India (“RBI”),
Securities and Exchange Board of India (“SEBI”), and Insurance Regulatory & Development Authority of India
(“IRDAI”), as well as other authorities of the Government of India (“GoI”) such as the Unique Identification
Authority of India (“UIDAI”) and the Department of Telecommunications (“DoT”). Any changes in, or non-
compliance with, applicable legal or regulatory requirements may adversely affect our operations” on page 47. Our
failure to comply with such orders, notices or summons received from the ED, RBI, Stock Exchanges or any other
statutory or regulatory authority, including any further directions with respect to the above or in respect of any new
investigations, may expose us, our Directors and Key Managerial Personnel to legal and statutory action or any other
penal actions, which could have a material adverse impact on our business, financial condition, results of operations,
cash flows and prospects.
For further details see “Outstanding Litigation and Material Developments” beginning on page 435. We cannot assure
you that any of the outstanding litigation matters will be determined in our favour, or that no (additional) liability will
arise out of these proceedings. Our Company is in the process of litigating these matters and based on the assessment
in accordance with applicable accounting standards our Company has presently not made provision for any of the
pending legal proceedings. For details of our contingent liabilities, see “Summary of the Offer Document – Summary
of Contingent Liabilities” and “—If we incur any contingent liabilities in the future, our financial condition, results of
operations and cash flows could be adversely affected” on pages 19 and 81, respectively. In addition to the foregoing,
we could also be adversely affected by complaints, claims or legal actions brought by persons, before various forums
such as courts, tribunals, consumer forums or sector-specific or other regulatory authorities in the ordinary course or
otherwise, in relation to our products and services, our technology and/or intellectual property, our branding or
marketing efforts or campaigns or our policies or any other acts or omissions. Further, we may be subject to allegations
that may or may not lead to any outstanding legal action or notice but may receive media coverage which could
adversely affect our reputation. Additionally, our Company may be a party to proceedings before various courts and
authorities, of which our Company may be unaware due to a lack of notice, summons having been received by our
Company. For instance, a miscellaneous case has been filed involving our Company before the Additional
Metropolitan Magistrate, Bhoiwada, Dadar, Mumbai. However, our Company has not been served any notice or
summon pertaining to the case and are not aware of the pending proceeding. There can be no assurance that such
complaints, claims, notices, summons will not result in investigations, enquiries or legal actions by any courts,
tribunals or regulatory authorities against us.
14. The uninterrupted functioning of our platforms and technology systems is essential to our business, and we depend
on third-party service providers and vendors to maintain the performance of such platforms and technology
systems. Any disruption to our technology systems or infrastructure or to technology systems on which our third-
party service provider rely, or any difficulties in switching to or engaging another third-party service provider could
materially affect our ability to maintain the performance of our platforms and deliver consistent products and
services to our users.
Our platforms depend on the efficient and uninterrupted operation of our Technology Stack (which refers to our
technology infrastructure, core platforms, our online analytical processing platform for data intelligence and our
technology systems for product verticals). The reliability, accessibility and satisfactory performance of our technology
systems and infrastructure are critical to our success, our ability to attract and retain consumers, merchants, lending
partners, insurers or other business partners and our ability to maintain a satisfactory user experience and customer
service. Our Technology Stack may experience service interruptions, downtime or degradation or other performance
problems for any number of reasons, including but not limited to, hardware and software defects or malfunctions,
unexpected high volume of transactions, distributed denial-of-service and other cyberattacks, infrastructure changes,
failures, human error, natural disasters, power losses, disruptions in telecommunications services, interrupted supply
of electrical power, fuel shortages, unauthorised access, fraud, military or political conflicts, terrorist attacks, legal or
regulatory takedowns, phishing, computer viruses, ransomware, malware, or other events. Our Technology Stack may
also be subject to break-ins, sabotage, theft, intentional acts of vandalism or unauthorised use of software or devices
by our employees. See “ – We are subject to cybersecurity risks that could lead to disruptions of our operations and
59additional costs that adversely affect our reputation, brand, business, financial condition, results of operations and
cash flows” on page 51. Additionally, systems, app components and software that are developed internally may contain
undetected errors, defects or bugs, which we may not be able to detect and repair in time, in a cost-effective manner
or at all. In such circumstances, we may be liable for all or some costs and damages, as we would not be entitled to
any indemnification or warranty that may have been available if we had obtained such systems or software from third-
party providers. Further, an increase in power costs may also adversely affect us, and we might not be able to
adequately pass these costs on to our consumers. As we expand our operations, additional power supply may be
required, and there is no guarantee that we will be able to secure sufficient power.
We have faced certain outages in the past. For example, in August 2025, we experienced an outage of UPI across India
which impacted the PhonePe platform for approximately 1.5 hours. While this instance did not have a material adverse
impact on our business, any interruptions or disruptions in our services in the future, including events such as these,
could cause current or potential users to believe that our systems are unreliable, leading them to switch to our
competitors or to avoid our products and services.
We are required to continuously upgrade and maintain our platforms and infrastructure, which requires significant
investment of time and resources and may not be successful or effective or generate tangible return on investment. See
“– The success and growth of our business depend upon our ability to innovate and develop new products and services.
Our failure to accurately predict the demand or growth of our new products and services also could have a material
and adverse effect on our business, financial condition, results of operations, cash flows and prospects” on page 61.
The table below sets forth details regarding information technology infrastructure expenses, and as a percentage of
total expenses for the periods/fiscal years indicated:
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period For the fiscal year ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Information technology infrastructure (A) 2,838.34 2,237.21 4,878.72 3,828.07 2,162.25
Total expenses (B) 60,692.68 46,800.27 93,940.97 77,542.91 59,062.34
Information technology infrastructure as a 4.68% 4.78% 5.19% 4.94% 3.66%
percentage of total expenses (A/B*100)(%)
As we continue to grow our user base and integrate more merchants, lending partners, insurers and other business
partners, we will experience growth in transaction volumes, which could place a significant strain on the processing
capacity of our platforms and systems. We cannot assure you that our current processing capacity will be able to handle
the growth of the transaction volumes on our platforms.
We also engage third parties for cloud infrastructure services, internet, data centre hosting services (such as locations,
premises and electricity, constant delivery networks), developer tools, identity and access management tools, customer
support platforms, e-signature services, etc. The technology systems on which these third parties rely and the services
they provide may experience service interruptions or degradation or other performance problems for similar reasons
that may affect our own technology systems. Further, we may not be able to easily switch to or engage another third-
party service provider, such that any disruption of or interference with our use of such providers’ services could
increase our operating costs and could adversely affect our business, financial condition, results of operations and cash
flows, and we might not be able to secure service from an alternative provider on similar terms or at all. As our
technology infrastructure, products and services expand and become increasingly complex, we face increasing risks
to the performance and security of our technology infrastructure, products and services that may be caused by these
third parties and their services including risks relating to incompatibilities among these services, service failures or
delays or back-end procedures on hardware and software. In addition, we cannot assure you that our back-up and
disaster recovery measures and business continuity planning would effectively eliminate or alleviate the risks arising
from the above contingencies. Any failure by us or third parties to maintain and improve technology infrastructure, or
to adapt to emerging industry standards, could result in unanticipated system disruptions, slower response times,
impaired quality of user experience and delays in reporting accurate operating and financial information, which, in
turn, could materially and adversely affect our business, financial condition, results of operations, cash flows and
prospects.
15. The success and growth of our business depend upon our ability to innovate and develop new products and services.
Our failure to accurately predict the demand or growth of our new products and services also could have a material
and adverse effect on our business, financial condition, results of operations, cash flows and prospects.
The markets in which we operate are subject to rapid and frequent changes in standards, technologies, products,
services and solutions, user preferences and regulations, including for UPI. If we are unable to successfully and timely
innovate and continue to deliver a superior user experience for users, merchants, lending partners, insurers and other
60business partners, the attractiveness of our platforms and demand for our products and services may decrease and our
growth, business, results of operations, financial condition, cash flows and prospects could be materially and adversely
affected. Although there have been no such material instances in the six months period ended September 2025 and
2024, and the Fiscal Years 2025, 2024 and 2023, any failure by us to accurately predict the demand or growth of our
new products and services also could have a material and adverse effect on our business, financial condition, results
of operations, cash flows and prospects.
We are exploring and will continue to explore the development of new products, services and platforms. For more
information, see “Our Business – Our Growth Strategies”. These new offerings may present new and difficult
technological, operational, and other challenges. For example, in the second quarter of Fiscal Year 2026, our Company
refined its strategy for our Pincode business towards further developing integrated merchant business solutions aimed
at enhancing merchant engagement and enabling offline stores with technology tools. As part of this strategy
refinement, our Company has transitioned out of the Pincode consumer mobile application, which was a hyperlocal e-
commerce platform. If we experience service disruptions, failures, or other issues with new products, services or
platforms, our business may be materially and adversely affected. Our newer activities may not recoup our investments
in a timely manner or at all. If any of this were to occur, it could limit our growth, business and prospects.
Developing new business initiatives and models or new markets and incorporating new technologies into our products
and services may require significant investment, take considerable time, demand adaptability from our users,
merchants, lending partners, insurers or other business partners, present new and difficult technological, operational
and compliance challenges and may ultimately not be successful. If we are unable to do so in a timely or cost-effective
manner, our business could be adversely impacted.
Additionally, industry participants may not be receptive to our products and services in these new industries, which
may cause them to eventually reduce their volume routed through us or even stop working with us altogether. If we
expand into new verticals or geographic regions, we will need to understand and comply with various new
requirements applicable in those verticals or regions. In addition, there can be no assurance that we will be able to
develop, maintain and update these products, services and platforms to ensure initial and continued compliance with
applicable laws and regulations. Industries change rapidly, and we may not be able to accurately forecast demand (or
the lack thereof) for our solution or those industries may not grow. Failure to accurately forecast demand or growth in
new industries, or eventual reputational harm from engaging in certain verticals, could have a material adverse impact
on our business, financial condition, results of operations, cash flows and prospects.
16. Failure to deal effectively with erroneous, fraudulent transactions or illegal activities on our platforms could
diminish confidence in and use of our platforms and could result in increased legal and regulatory scrutiny and
enforcement actions.
We experience and face risks of loss due to erroneous and fraudulent transactions and illegal activities on our platforms,
including consumer and merchant fraud, fraudulent chargeback, unauthorised use of account information and identity
theft. Erroneous transactions may occur due to technical glitches, user input errors, or system misconfigurations. While
the terms of use provided on our platforms prohibit the use of our services for illegal purposes, our product and service
offerings, particularly the PhonePe Platform, are susceptible to potentially illegal or improper uses, resulting in liability
for us. According to the Redseer Report, social engineering scams, fake apps, and misuse of UPI can erode user trust
and require collective industry-level mitigation in the digital payments industry. We use a “Risk Based Transaction
Monitoring” system to oversee transactions and user activities, including a risk score based automated evaluation of
user actions, manual proactive review of events that are suspicious and investigations of reported fraudulent
behaviours. However, there is no assurance that such a system can protect our platforms from any erroneous, fraudulent
transactions or illegal activities.
Our Company, in its ordinary course, files criminal complaints against third-party merchants who may fraudulently
initiate chargebacks such that we are unable to recover the amount deducted from our escrow account or for other
relevant fraudulent activity impacting the Company. For instance, one of our Subsidiaries, PLSPL, filed a criminal
complaint dated April 12, 2023 under sections 416, 419, and 420 of the IPC, against various accused persons on the
grounds of alleged commission of fraudulent activities on social media platforms by the accused who were
impersonating employees of PLSPL.
The risk prevention measures designed to detect and reduce the risk of fraud or illegality on our platform may not be
effective in preventing all such activities. In such a scenario, fraudulent or illegal activity on our platforms may
continue or increase which could lead to an increase in fraud related complaints from various channels, including law
enforcement agencies, banks and regulators. These complaints are broadly in relation with authorised push payments,
compromised authentication of payment transactions, merchant disputes and refund failures. Such increase in
complaints may lead to increased scrutiny from regulatory bodies and payment networks and may eventually lead to
61losses, regulatory penalties or even temporary restrictions on our operations and a loss of confidence in our platforms,
brand and reputation. For further details of FIRs and actions initiated by our Company in relation to instances of such
chargeback fraud, please see “Outstanding Litigation and Material Developments - Litigation by our Company –
Criminal litigation” on page 437.
We may also incur losses from claims of unauthorised transactions from customers and may be required to reimburse
our customers as required by the RBI, fraudulent or misleading usage of our apps, and breaches of security protocols.
If losses incurred by us related to such payment transactions become excessive, it could potentially result in restrictions
on our customer acquisition, which could harm our business.
Fraudulent or illegal activity on our platforms could lead to regulatory intervention and negative publicity that could
harm our reputation. Any illegal, fraudulent, corrupt or collusive activity, misconduct, or perceptions of conflicts of
interest and rumours could severely damage our brand and reputation, even if they are baseless or satisfactorily
addressed, which could drive consumers, merchants, lending partners, insurers and other business partners away from
our platforms. Some of our registered users are also under investigation by the law enforcement authorities for
defrauding other persons using our platforms pursuant to which certain amounts lying in our nodal/ escrow account
are frozen. Regulatory, statutory or government authorities could seek information or impose directions on us in the
course of proceedings initiated against fraudulent or illegal actions of our merchants, lending partners, insurers or other
business partners. In the past, statutory authorities have called for information from us and directed us to attach certain
amounts processed by our Company or undertake corrective measures for non-compliances. The use of our platforms
for illegal or improper uses may subject us in the future, to claims, lawsuits, and government and regulatory requests,
inquiries, or investigations that could result in liability and harm to our reputation and any resulting liabilities, loss of
transaction volume, or increased costs could harm our business.
17. Our business depends on the strength of the PhonePe brand and the trust that our users have in us, and any failure
to maintain, protect, and enhance our brand strength or trust could hurt our business.
We believe that we have developed a strong brand and trust of our user base. It is critical to maintain, enhance and
promote trust in our Company and our platforms. The success of our brand is critical to expanding the base of
consumers, merchants, lending partners, insurers and other business partners on our platforms, as well as in increasing
their engagement with our products and services. As of the date of this Updated Draft Red Herring Prospectus – I, our
Company holds 201 trademarks and two copyright associated with the brand ‘PhonePe’. Our reputation and the
confidence in and use of our products and services may be impacted by any negative publicity about our industry or
us, and the quality and reliability of our products and services, our risk management processes, changes to services,
our ability to effectively manage and resolve complaints, our privacy and security practices, litigation, regulatory
activity, and the experience of consumers, merchants, lending partners, insurers and other business partners with our
products and services. For further details on our intellectual property, see “Our Business—Our Technology—
Intellectual Property” on page 229.
Many factors could undermine, erode or damage the trust in us, our platforms or our brand, including failure by us or
our merchants, lending partners, insurers and other business partners to satisfy expectations of service and quality;
inadequate protection of sensitive information; compliance failures and claims; employee misconduct; and misconduct
by our merchants, lending partners, insurers, other business partners or other counterparties. Under the agreements
with our merchants, the merchant is responsible for quality, quantity, timely delivery and price of the services offered
by it and is further responsible for related customer support and dispute resolution services. Further, our contracts with
merchants require the respective partners to resolve the disputes directly with the customers, without making us a party
to the disputes. However, instances of unsatisfactory services provided by one or more merchants, lending partners,
insurers or other business partners may damage the trust that consumers have in our brand and our platforms. We may
receive negative reviews from users and become subject to legal notice and/or action, which may adversely affect our
reputation and the confidence in and use of our products and services. Unfavourable media coverage, including on
social media, could also harm our brand, business, financial condition, cash flows and results of operations. There
have been in the past certain instances of negative publicity on account of actions of third parties, for instance, in
relation to the ‘Hibox’ investment scam wherein a payment gateway partner carried out fraudulent practices against
customers. While there have been no material instances of negative media publicity, negative reviews from our users
or legal actions, we cannot assure you that such instances will not occur in the future. Negative publicity, reviews and
allegations, even if not proved, may lead to inquiries, investigations, or other legal actions against us which could
cause us to incur significant costs to defend ourselves. If we do not successfully maintain trust in us, our brand,
business, financial condition, results of operations, cash flows and prospects could be materially and adversely
affected.
6218. Any impediment in procuring hardware and software in a timely manner and at competitive costs, or at all, and any
significant disruption in, or errors in, service on our platforms or relating to third parties that we work with may
have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
We source our hardware devices and some software services from third-party suppliers. For example, although we
own and operate our own data centres, all of our servers, as well as all of our audio payment confirmation devices
(also called Smart Speakers) and digital check-out points, are manufactured by third parties. Our reliance on external
suppliers for both hardware and software requirements subjects us to risks such as currency fluctuations, import or
export issues, third-party’s non-compliance with laws (such as environmental conditions and standards), production
and transportation costs, changes in domestic as well as international government policies and geo-political risks,
regulatory or trade sanctions, or our manufacturers experiencing temporary or permanent disruptions in their
manufacturing operations, labour strikes or shortages, natural disasters, public health disasters, component or material
shortages, cost increases, insolvency, changes in legal or regulatory requirements, or other similar problems. We are
also vulnerable to other supply-chain risks, including strikes or shutdowns at delivery ports, customs delays, product
loss or damage during transit or storage, theft, quality and sourcing issues, failure by our suppliers to comply with
applicable laws, intellectual property disputes, tariffs or trade restrictions and security breaches. These issues could
delay and/or limit our product supply. Given these potential risks, we may face product shortages or delays in the
future, and the availability of these products may be unpredictable.
While we have not faced any material difficulties in retaining our suppliers, engaging alternative suppliers or obtaining
sufficient hardware or software from third parties to meet our requirements in the six months period ended September
30, 2025 and 2024 , and Fiscal Years 2025, 2024 and 2023, we cannot assure you that we will be able to continue
retaining our suppliers on commercially competitive terms or to find alternative suppliers or maintain a steady supply
of hardware devices and software services. In the event of a supply shortage or interruption, we may struggle to find
alternative sources quickly and cost-effectively, if at all, which could materially and adversely affect our business,
financial condition, results of operations, cash flows and prospects.
19. We intend to commence international operations, which may involve risks that could increase our expenses
including compliance risks and adversely affect our results of operations and cash flows and require increased time
and attention from our management.
While we currently derive our revenue from rendering of services in India and substantially all of the Group’s non-
current operating assets are domiciled in India, we intend to commence operations in a number of jurisdictions,
including in Singapore and the United Arab Emirates. As of the date of this Updated Draft Red Herring Prospectus –
I, we have applied to obtain relevant licenses in the UAE which are pending approval. In addition, we have extended
UPI payments service to Singapore, United Arab Emirates, Nepal, Sri Lanka, Bhutan, France, Qatar and Mauritius,
through the UPI infrastructure provided by NPCI International Payments Limited, which is a wholly owned subsidiary
of NPCI.
There is no assurance that we will be able to successfully operate in such jurisdictions. We may be subject to risks
inherently associated with international operations. Our global operations expose us to legal, tax, licensing and
regulatory requirements and violations or unfavourable interpretation by the respective authorities of these regulations
could harm our business. This might include difficulties in managing and growing international operations. Additional
risks associated with international operations include difficulties in enforcing contractual rights, foreign currency risks,
the burdens of complying with a wide variety of domestic and foreign laws and potentially adverse tax consequences,
including permanent establishment and transfer pricing issues, tariffs, quotas and other barriers and potential
difficulties in collecting accounts receivable. In addition, we may face competition in other countries from companies
that may have more experience with operations in such countries or with international operations. Our international
expansion plans may not be successful, and we may not be able to compete effectively in other countries. These factors
could impede the success of our international expansion plans and limit our ability to compete effectively in other
countries, which may adversely impact our business, financial condition, results of operations, cash flows and
prospects.
20. After the completion of the Offer, one of our Promoters, WM Digital Commerce Holdings Pte. Ltd., will continue
to hold a majority shareholding in our Company, which will allow them to exercise influence over us.
As of the date of this Updated Draft Red Herring Prospectus – I, one of our Promoters, WM Digital Commerce
Holdings Pte. Ltd. holds 71.77% of our pre-Offer paid-up Equity Share capital on a fully diluted basis. Further, as of
date of this Updated Draft Red Herring Prospectus – I, our other Promoter, Wal-Mart International Holdings, Inc. and
the members of the Promoter Group do not hold any Equity Shares in our Company. Following the completion of the
Offer, WM Digital Commerce Holdings Pte. Ltd., will continue to hold [●] Equity Shares constituting [●]% of our
post-Offer Equity Share capital and will continue to exercise influence over all matters requiring shareholders’
63approval. For details of its shareholding, see “Capital Structure” on page 116. This concentration of ownership may
delay, defer or even prevent a change in control of our Company and certain transactions may require the support of
our Promoters.
The interests of our significant shareholders could conflict with our interests or the interests of our other shareholders.
Any such conflict may adversely affect our ability to execute our business strategy or to operate our business. Further,
the disposal of Equity Shares by our Promoters or the perception that such sales may occur may significantly affect
the trading price of the Equity Shares. In addition, the trading price of our Equity Shares may be adversely impacted
if potential new investors are deterred from investing in us due to perceived disadvantages associated with a significant
concentration of shareholding in our Promoters, as well as concerns related to the residential status of our Promoters.
Further, since the Offer consists of only an Offer for Sale, accordingly, the Promoter Selling Shareholder and Investor
Selling Shareholders shall be entitled to the entire proceeds from the Offer (net of its portion of the Offer-related
expenses) and the Company will not receive any proceeds from the Offer.
21. The Examination Report issued by our Statutory Auditors discloses certain modifications included in the auditor’s
report and annexures related to our audited financial statements for Fiscal Years 2025, 2024 and 2023, and on the
Companies (Auditor’s Report) Order 2020 for Fiscal Years 2025 and 2024. There can be no assurance that future
audit reports will not include remarks from our auditors, which may have an adverse effect on our business,
financial condition, results of operations, cash flows and prospects.
Our Statutory Auditors have identified certain modifications in the Report on Other Legal and Regulatory
Requirements of auditor's report for Fiscal Years 2025, 2024 and 2023.
• Fiscal Year 2025
o Maintenance of books of account and other related matters: The location of the backup servers with
respect to backup of certain ancillary applications was not mentioned in the System and Organisation
Controls (SOC) report. Accordingly, our statutory auditors were unable to ascertain whether the
back up of ancillary applications is performed on servers physically located in India.
o Audit trail:
• With respect to our Company and its subsidiaries incorporated in India, the audit trail
feature was not enabled in legacy software in Fiscal Year 2024 and during the period from
April 1, 2024 to April 24, 2024 in Fiscal Year 2025. Additionally, as per the statutory
requirements for record retention, the audit trail for the current year and previous year were
not preserved by our Company and its subsidiaries to the extent it was not enabled and
recorded for the current year and previous year.
• Our Company and one subsidiary have used certain other accounting software for
maintaining books of account that does not have the feature of recording the audit trail.
Accordingly, the audit trail has not been preserved for the current year and previous year.
• Our Company has used an ancillary accounting software which is operated by a third-party
software service provider for maintaining our books of account. The System and
Organisation Control (SOC) report does not include information related to the audit trail.
Accordingly, our statutory auditors were unable to comment whether the audit trail has
been preserved by the Company as per the statutory requirements for record retention.
• Fiscal Year 2024
o Maintenance of books of account and other related matters: With respect to our Group, books of
account and daily backups have been maintained in electronic mode on server physically located in
India, except for certain ancillary applications, supporting computation and an application acting as
a repository are hosted on servers outside India.
o Audit trail:
• Our Company and its subsidiaries incorporated in India have used an accounting software
where the feature of recording the audit trail was not enabled throughout the year for all
relevant transactions recorded in the software. Accordingly, our statutory auditors were
64unable to comment whether in Fiscal Year 2024 there was any instance of the audit trail
feature being tampered with in respect of accounting software.
• Our Company has used certain accounting software for maintaining books of account which
does not have the audit trail (edit log) feature. Our Company and its eight subsidiaries
incorporated in India, have also used certain accounting software which are operated by
third-party software service providers for maintaining books of account. The System and
Organisation Control reports do not include information related to the audit trail.
Accordingly, our statutory auditors were unable to comment upon tampering of the audit
trail feature.
• Fiscal Year 2023
o Maintenance of books of account and other related matters: With respect to our Group, books of
account and daily backups have been maintained in electronic mode on servers physically located in
India, except that certain ancillary applications, supporting computation and an application acting as
a repository are hosted on servers outside India.
In addition, our auditor’s reports also had qualifications under the Companies (Auditor’s Report) Order, 2020 related
to undisputed dues for provident fund being outstanding at the end of Fiscal Years 2025 and 2024, for a period of more
than six months from the date they became payable, as shown in the table below:
Fiscal Name of the Nature of the Amount (₹) Period to which Due date Date of Payment
Year Statute Dues the amount
relates
2025 The Employee’s Employee’s 2.09 million Various dates Various dates ₹1.28 million paid
Provident Funds Provident Fund on various dates
and
Miscellaneous
Provisions Act,
1952
2024 The Employee’s Employee’s 30 million Various dates Various dates -
Provident Funds Provident Fund
and
Miscellaneous
Provisions Act,
1952
There can be no assurance that any similar observations, qualifications, modifications, material uncertainties, remarks
or matters of emphasis will not form part of the audit reports on our financial statements for future fiscal periods, or
that such remarks will not affect our financial results in future fiscal periods.
22. Any failure by us or our merchants, lending partners, insurers or other business partners who work with us to
comply with applicable anti-corruption, anti-money laundering, counter-terrorist financing and economic sanction
laws and regulations could lead to penalties and may damage our reputation.
We and our partners who work with us are required to comply with the anti-money laundering (“AML”) requirements
under the PMLA in India and other regulators in the jurisdictions where we and our business partners operate. These
requirements include the establishment of a client identification program, the monitoring and reporting of suspicious
transactions, the preservation of client information and transaction records, and the provision of assistance in
investigations and proceedings in relation to money laundering matters. In India, the PMLA was enacted to prevent
money laundering and to provide for confiscation of property derived from money laundering. Pursuant to the PMLA,
the FIU-IND has been conferred with the concurrent powers under relevant sections of the PMLA to implement the
provisions of the PMLA. In case of any failure to comply with the provision under the PMLA or any event resulting
in an inadvertent breach of the PMLA, the adjudicating authorities may also initiate further proceedings against us by
way of a notice. Any proceedings or actions taken by the FIU-IND in relation to any non-compliance in this regard
could tarnish the reputation of our Company, leading to a loss of trust among our stakeholders, business partners and
customers. Our Company has received various summons and letters from the Directorate of Enforcement (“ED”),
Delhi, Mumbai and Bengaluru seeking evidence in relation to an investigation against third-party individuals and
entities under the Prevention of Money Laundering Act, 2002 (“PMLA”).For more details, see “—There are pending
litigations against our Company and our Subsidiaries. Any adverse decision in such proceedings may render us or
them liable to liabilities or penalties and may adversely affect our business, financial condition, results of operations,
cash flows and prospects.” on page 57.
65We, our Promoters and our business partners may also be subject to various counter-terrorist financing and economic
sanction laws and regulations that prohibit, among other things, any involvement in transferring the proceeds of
criminal activities and any activities involving restricted countries, organisations, entities and persons that have been
identified as unlawful actors or that are subject to U.S. sanctions imposed by the U.S. Department of the Treasury’s
Office of Foreign Assets Control (“OFAC”), or other international economic sanctions that prohibit us and our partners
from engaging in trade or financial transactions with certain countries, businesses, organisations and individuals.
We provide services to our consumers and merchants, who may be doing business with, or located in, countries to
which certain OFAC-administered and other sanctions apply. Although we have compliance systems in place, there
can be no assurance that we will be able to fully monitor all of our transactions for any potential violation. We rely on
third parties, such as our banking partners, to help ensure that we do not provide services to parties to which sanctions
apply. Although we do not believe that we are in violation of any applicable sanctions, if it were determined that
transactions in which we participate violate U.S. or other sanctions, we could be subject to U.S. or other penalties, and
our future business prospects could be adversely affected. In addition, we rely on third-party vendors to be up-to-date
and aware of the latest sanctions in place.
Our Promoters and our Company may also be subject to anti-corruption, anti-bribery, anti-money laundering, and
similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities,
including the Prevention of Money Laundering Act, 2002, Prevention of Corruption Act, 1988, U.S. Foreign Corrupt
Practices Act (“FCPA”), and other applicable anti-corruption laws and regulations.
The policies and procedures we and our business partners have adopted may not be adequate or effectively
implemented in protecting our services from being exploited for money laundering, terrorist financing and other illegal
purposes. While there has not been any instances related to anti-money laundering, counter-terrorist financing and
economic sanction that materially impacted our business in the six months period ended September 30, 2025 and 2024
, and Fiscal Years 2025, 2024 and 2023, if we fail to comply with anti-money laundering, anti-terrorist and economic
sanction laws and regulations in the future, we will be subject to fines, enforcement actions, regulatory sanctions,
additional compliance requirements, increased regulatory scrutiny of our business, or other penalties levied by
regulators, and damages to our reputation, all of which may adversely affect our business, financial condition, results
of operations, cash flows and prospects. In particular, if we are publicly named as the target of an enforcement action
or the subject of an investigation by relevant regulatory authorities or become subject to investigation, our business
may be significantly interrupted, and our reputation might be severely damaged. Similarly, if our business partners fail
to comply with applicable laws and regulations, it could disrupt our services and could result in potential liability for
us and damage our reputation. We have been and will continue to be required to make changes to our compliance
programs in response to any new or revised laws and regulations on anti- money laundering, counter-terrorist financing
and economic sanctions, which could make compliance more costly and operationally difficult to manage.
23. Certain of our corporate filings with the RoC have discrepancies and instances of non-conformance with the
Companies Act, 2013 relating to share allotments. We cannot assure you that regulatory proceedings or actions
will not be initiated against us in the future, and we will not be subject to any penalty imposed by the competent
regulatory authority in this regard.
Certain of our corporate filings with the RoC contain discrepancies. For instance, in relation to certain corporate filings
made for six allotments of equity shares made between August 2014 and March 2015, while we have noted that the
issue price for the allotments was ₹46.73 per equity share (comprising ₹10 as face value and ₹36.73 as securities
premium), as per resolution annexed to Form PAS-3. However, as per the ‘list of allottees’ / ‘Table A and B’ annexed
to Form PAS-3, the amount of securities premium is erroneously mentioned as ‘Nil’. Further, our Company has on
July 16, 2025, filed an adjudication application dated July 14, 2025 before the Registrar of Companies, Karnataka, for
adjudication of penalties under Section 450 of the Companies Act, 2013 in relation to non-conformance with the
provisions of Section 62(1)(c) of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and
Debentures) Rules, 2014, on allotments of equity shares at a price lower than the price determined in the valuation
reports. For further details, see “Capital Structure –Notes to Capital Structure – Share capital history of our Company
–Equity Share capital” on page 117. Under Section 450 of the Companies Act, 2013 for adjudication of penalties of
offences for which no penalty or punishment is provided elsewhere in the Companies Act, 2013, the company and
every officer of the company who is in default or such other person shall be liable to a penalty of ₹ 10,000, and in case
of continuing contravention, with a further penalty of ₹ 1,000 per day during which the contravention continues, subject
to a maximum penalty of ₹ 200,000. Accordingly, our Company may be subject to a maximum penalty of ₹ 200,000
and the officers in default may be subject to a maximum penalty of ₹ 50,000 for each of these allotments for which
there was a non-compliance. There can be no assurance that we will receive a favourable order in the adjudication
application and even after receiving a favourable order, we may be subject to penalties for the non-compliances.
66There can be no assurance that further deficiencies in our filings will not arise in future, or that we will be able to
implement, or continue to maintain, adequate measures to rectify or mitigate any deficiencies in our internal control.
Any inability on our part to adequately detect, report, rectify any deficiencies in our corporate filings may adversely
impact on our compliance with the applicable rules and regulations. As we continue to grow, there can be no assurance
that there will be no other instances of such inadvertent non- compliances with statutory requirements, which may
subject us to regulatory action, including monetary penalties, which may adversely affect our business and reputation.
24. We are unable to trace some of our corporate records relating to allotments made by our Company. We cannot
assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future in
relation to these matters or there will be any other non-compliances in the future, which may impact our financial
condition and reputation.
Some of our Company’s corporate records are not traceable as the relevant information was not available in the records
maintained by our Company. These include certain letters of offer sent to the relevant Shareholders and letters of non-
participation by relevant Shareholders for certain rights issues undertaken by our Company during the period from
June 2015 to February 2020, pursuant to which Equity Shares were allotted by our Company. For further details, see
“Capital Structure –Notes to Capital Structure – Share capital history of our Company –Equity Share capital” on page
117. Further, for an allotment made to a non-resident allottee dated August 26, 2015, while our Company has made
the relevant form filings with RBI, we have been unable to trace an acknowledgement from the RBI in relation to
filing of the Form FC-GPR. While no legal proceedings or regulatory action has been initiated or is expected against
our Company, in relation to such unavailable records as of the date of this Updated Draft Red Herring Prospectus – I,
we cannot assure you that such proceedings or regulatory actions will not be initiated against us in the future. Further,
we cannot assure you that such lapses will not occur in the future and that we will not be subject to further penalties
or other regulatory action.
25. Regulatory, legislative or policy developments regarding privacy and data security could affect our ability to conduct
our business.
Numerous domestic and international laws and regulations address privacy and the collection, storing, sharing, use,
disclosure, and protection of certain types of data. These laws, rules, and regulations evolve frequently, and their scope
may continually change, through new legislation, amendments to existing legislation, and changes in enforcement.
Additionally, many laws and regulations relating to privacy and the collection, storing, sharing, use, disclosure, and
protection of certain types of data are subject to varying degrees of enforcement and new and changing interpretations
by courts or regulators. Changes in laws or regulations relating to privacy, data protection, and information security,
particularly any new or modified laws or regulations, or changes to the interpretation or enforcement of such laws or
regulations, that require enhanced protection of certain types of data or new obligations with regard to data retention,
transfer, or disclosure, could greatly increase the cost of providing our platforms, require changes to our operations,
or even prevent us from providing our platforms in jurisdictions in which we currently operate and in which we may
operate in the future.
As part of our operations, we are required to comply with the Information Technology Act, 2000 and the rules thereof,
which provide for civil and criminal liability including compensation to persons affected, penalties and imprisonment
for various cyber related offenses, including unauthorised disclosure of confidential information and failure to protect
sensitive personal data. India has already implemented certain privacy laws, including the Information Technology
(Reasonable Security Practices and Procedures and or Information) Rules, 2011 (“Privacy Rules”), which impose
limitations and restrictions on the collection, use, disclosure and transfer of personal information and the Indian
Computer Emergency Response Team issued directions (“CERT-In Directions”) under the IT Act which includes a
host of cyber-security, breach reporting, and record maintenance requirements.
Additionally, the GoI, in August 2023, notified the DPDP Act. Accordingly, the GoI notified the Digital Personal Data
Protection Rules (“DPDP Rules”) on November 13, 2025. The GoI has set out an implementation timeline for the
DPDP Act and the DPDP Rules (together, the “DPDP Framework”) over an 18-month period starting from November
2025. The DPDP Framework regulates all forms of personal data (regardless of sensitivity) and makes consent the
primary basis for processing such data (while recognising some limited non-consensual grounds for processing
personal data). Once brought into effect, its obligations will apply to ‘data fiduciaries’ (i.e., entities that determine the
purpose and means of processing personal data) and will require such entities to, among others, implement technical
and security standards, comply with breach notification requirements which will include notifying affected data
principals (which is a relatively new development in terms of Indian privacy regulations), ensure that data principals
are able to exercise their rights granted to them under the DPDP Framework, and also comply with transfer, disclosure,
and retention requirements for personal data processing. The DPDP Framework also introduced penalties of up to
₹2,500 million for any breach of its requirements. Further, there is a risk that we may also be classified as a ‘significant
data fiduciary’ under the DPDP Framework (given the volume and sensitivity of the personal data we process) and so
67may be required to comply with additional obligations such as appointing independent auditors and carry out periodic
data protection impact assessments. For further details, see “Key Regulations and Policies” on page 235.
We have considered the compliance requirements under the DPDP Act and are already aligned with certain key
principles of the legislation, including: (a) ensuring that notice and consent requirements are appropriately
implemented; (b) adhering to data minimisation and proportionality principles in the processing of personal data; and
(c) entering into contractual arrangements with third parties that establish mutual data protection obligations. As the
implementation timeline for the DPDP Framework has been confirmed, we are beginning the implementation of the
necessary systems and governance mechanisms to ensure full compliance with the applicable requirements. To this
end, the implementation of the DPDP Framework and its rules will require us to modify our existing systems or invest
in new technologies to ensure compliance with such applicable laws, which may require us to incur additional expenses
and adversely affect our financial condition. Our failure to adhere to or successfully implement processes in response
to changing regulatory requirements in this area could result in legal liability or impairment to our reputation in the
marketplace, which could have a material adverse effect on our business, financial condition, results of operations,
cash flows and prospects.
Several jurisdictions have implemented new data protection regulations and others are considering imposing additional
restrictions or regulations. We expect data protection regulations to continue to increase both in number, complexity
and in the level of stringency. The entry into force of the General Data Protection Regulation (EU) 2016/679
(“GDPR”), in the European Union prompted various countries to begin processes to reform their data protection
regimes. In many cases, these regulations have strict measures regulating both the transfer of data externally, and also
the storage and transfer of data internally among our employees in the course of their work and among our subsidiaries
and affiliates. Moreover, these regulations may have conflicting and/or inconsistent requirements, and compliance
with one data protection regime does not necessarily entail compliance with another data protection regime and could
even potentially create conflicts in compliance with another data protection regime. Any failure to comply with
applicable data protection regimes could subject us to significant penalties and negative publicity, which could have a
material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
26. Seven of our Subsidiaries have incurred losses and eight of our Subsidiaries have incurred negative cash flows
from operating activities, investing activities and financing activities for the six months period ended September 30,
2025 and 2024 and Fiscal Years 2025, 2024 and 2023. If these Subsidiaries continue to incur losses or negative
cash flows, we may be required to provide financial support to them, which may adversely affect our business, cash
flows, financial condition, results of operations and prospects.
Seven of our Subsidiaries have incurred losses and eight of our Subsidiaries have incurred negative cash flows from
operating activities, investing activities and financing activities in the six months period ended September 30, 2025
and 2024 , and Fiscal Years 2025, 2024 and/or 2023. We cannot assure you that our Subsidiaries will achieve or
maintain profitability and they may continue to incur losses going forward. Failure to become profitable could
materially and adversely affect the value of our investment in our Subsidiaries and our Company’s business, prospects
and financial condition. Further, negative cash flows over extended periods, or significant negative cash flows in the
short term, could adversely impact our Subsidiaries’ ability to operate their business and in turn adversely impact our
Company’s business, cash flows, financial condition, results of operations and prospects.
The table below sets forth details of Profit/ (loss) incurred by our Subsidiaries that recorded a loss in at least one of
the periods/fiscal years indicated:
(All amounts in ₹ million)
Particulars For the six months period For the fiscal year ended March 31,
ended September 30
2025 2024 2025 2024 2023
Pincode Shopping Solutions Private Limited (2,056.51) (1,470.83) (2,832.02) (1,070.60) (1.42)
Indus Appstore Private Limited (1,303.70) (806.34) (1,575.58) (1,229.89) (1,135.38)
PhonePe Wealth Broking Private Limited* (903.65) (2,079.51) (3,097.12) (1,814.94) (1,278.51)
PhonePe Insurance Broking Services Private (503.36) (201.46) (204.82) (2,472.91) (4,273.28)
Limited
PhonePe Technology Services Private Limited (20.07) (56.20) (113.40) (223.40) (17.34)
PhonePe Finance Private Limited 2.36 1.36 (1.03) 1.64 (2.47)
PhonePe Lending Services Private Limited (425.43) (507.94) (1,620.93) (1,282.23) (227.03)
(formerly known as 'PhonePe Credit Services
Private Limited)
* Hon’ble Regional Director (South East Region, Hyderabad) has passed an order which became effective on October 30, 2024, approving the
Scheme of Merger by Absorption or Amalgamation under section 233 of the Companies Act, 2013, of amongst Wealth Technology & Services
68Private Limited and Quantech Capital Investment Advisors Private Limited (together referred as the "the transferor companies") with
PhonePe Wealth Broking Private Limited ("the transferee") with effect from April 01, 2023.
The table below sets forth details of net cash flows incurred by our Subsidiaries periods/fiscal years indicated. In the
table below, “net cash flows” is calculated as the sum of net cash flows generated from/ (used in) operating activities,
net cash flows generated from/ (used in) investing activities and net cash flows (used in)/ generated from financing
activities.
(All amounts in ₹ million)
Particulars For the six months period For the fiscal year ended March 31,
ended September 30
2025 2024 2025 2024 2023
PhonePe Lending Services Private Limited (219.19) 99.44 367.01 0.82 (73.41)
(formerly known as 'PhonePe Credit Services
Private Limited)
Indus Appstore Private Limited (144.61) 1.28 147.15 (14.45) (16.59)
Indus Appstore (Singapore) Pte. Ltd. (81.85) 21.03 (751.86) 839.54 24.68
PhonePe Technology Services Private Limited (13.47) 0.45 (34.60) 52.40 (13.30)
PhonePe Insurance Broking Services Private (4.64) (153.60) (116.03) 43.29 100.20
Limited
Pincode Shopping Solutions Private Limited (1.45) (186.23) (172.46) 99.93 4.02
PhonePe Finance Private Limited 2.98 3.18 (12.20) 3.80 52.90
PhonePe Wealth Broking Private Limited* 11.43 (83.16) (6.12) (87.38) (155.35)
* Hon’ble Regional Director (South East Region, Hyderabad) has passed an order which became effective on October 30, 2024, approving the
Scheme of Merger by Absorption or Amalgamation under section 233 of the Companies Act, 2013, of amongst Wealth Technology & Services
Private Limited and Quantech Capital Investment Advisors Private Limited (together referred as the "the transferor companies") with
PhonePe Wealth Broking Private Limited ("the transferee") with effect from April 01, 2023.
27. Our Promoters may, through their investments in other entities, engage in the same line of activity or business as
that of our Company which could result in overlapping interests.
Our Promoters have multiple investments, including in overlapping activities or businesses. For example, Scapic
Innovations Private Limited, one of the members of the Promotor Group operates super.money, which is a digital
payments and lending app in India. In addition, certain of our Non-Executive Nominee Directors are also directors on
the boards of certain investee companies of our Promoters and Promoter Group outside of India which conduct similar
activities or businesses as our Company. We can provide no assurance that we will be prioritised by our Promoters,
and individual investment choices by these Promoters, including to support or prioritise other businesses, which could
adversely affect our business, financial condition, results of operations, cash flows and prospects. See “ – After the
completion of the Offer, one of our Promoters, WM Digital Commerce Holdings Pte. Ltd., will continue to hold a
majority shareholding in our Company, which will allow them to exercise influence over us” on page 63.
28. We may not be able to maintain the levels of growth in our Lending and Insurance Distribution services.
We have strategically expanded PhonePe Platform’s offering beyond payments into Lending and Insurance
Distribution services. In Lending Distribution, we offer a comprehensive suite of lending solutions for both consumers
and merchants, operating as a LSP to distribute loans on behalf of banks and NBFC partners. In Insurance Distribution,
we provide users, directly through the PhonePe app, access to a wide range of Insurance products on behalf of insurer
partners. In the six months period ended September 30, 2025 and Fiscal Years 2025, 2024 and 2023, we were not
exposed to risks of loan defaults or any insurance claims because our Lending and Insurance Distribution services
were limited to distribution (except to the extent of Default Loss Guarantee ("DLG") provided to the partners not
exceeding 5% of the total amount disbursed out of the identified loan portfolio) and any exposure to loan default or
insurance claims were to be borne by the loan and insurance providers respectively. For details on how we earn revenue
from Lending and Insurance Distribution services, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Our Business Model” beginning on page 388.
Pursuant to the DL Directions, issued on November 28, 2025, LSPs are permitted to enter into default loss guarantee
(“DLG”) contractual arrangements with lenders, to compensate for losses incurred by the lenders due to defaults by
the borrowers, up to a pre-specified percentage of the identified loan portfolio not exceeding 5% of the total amount
disbursed out of the identified loan portfolio. For further details, please refer to the “Key Regulations and Policies”
section on page 235. Our Subsidiary, PLSPL, entered into DLG arrangements with certain lenders starting in Fiscal
Year 2026. In case of defaults by borrowers, our Subsidiary, PLSPL will have to compensate such lenders up to the
specified percentage, which may adversely affect our business, financial position and results of operations. The table
69below sets forth revenue from Lending and Insurance Distribution services and as a percentage of revenue from
operations for the periods/ fiscal years indicated:
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period For the fiscal year ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Revenue from sale of services
- Lending and Insurance Distribution 4,526.26 2,167.82 5,576.47 1,810.61 280.54
services (A)
Revenue from operations (B) 39,184.69 32,075.16 71,148.58 50,641.33 29,142.87
Revenue from Lending and Insurance 11.55% 6.76% 7.84% 3.58% 0.96%
Distribution services as a percentage of
revenue from operations (A/B*100)(%)
We partner with financial institutions to distribute lending and insurance offerings. Our financial institutions partners
include banks, NBFCs and insurance companies. Our success depends on our ability to maintain a mutually beneficial
partnership with these financial institutions. Our financial institutions partners may determine to reach and acquire
customers directly instead of partnering with us; may renegotiate commercial terms of the fee arrangements we have
with them; may become unwilling to offer products and services on our platforms; and may reduce or cease their
cooperation with us and therefore expose us to greater partner concentration risk or ultimately lead to our inability to
satisfy demand from customers.
Further, our marketing efforts may not generate the desired results and may fail to engage our users and not lead to
satisfactory acquisition rates as expected by our financial institutions partners.
In addition, we have entered into collection agreements with various financial institution partners under which we
provide collection services to such financial institution partners in respect of loans that are extended by them.
Collection fees and service fees under these agreements are paid to us based on the principal amounts outstanding and
the amounts collected, and low collection and service fees could have an adverse impact on our financial condition,
cash flows and results of operations.
While we have achieved rapid growth in the six months period ended September 30, 2025 and 2024 , and Fiscal Years
2025, 2024 and 2023, there is no guarantee that we will be able to maintain our strong consumer and merchant base
and good relationships with our financial institution business partners. In addition, according to the Redseer Report,
limited access to formal credit in lending, which stems from low financial literacy, inadequate documentation and
collateral, lack of formalisation, and regional accessibility barriers, may present challenges to the expansion of Lending
Business. Poor awareness, product complexity, affordability concerns, and limited ability to offer customised or
contextually relevant coverage at scale also contribute to the low demand for insurance in India, according to the
Redseer Report. Accordingly, we may not be able to sustain the levels of growth in our Lending and Insurance
Distribution services, which could materially and adversely affect the value of your investment in our Company.
29. While we have taken all necessary steps, we may be unable to protect our trademarks, design applications (filed and
registered), patents and similar intellectual property and may be subject to intellectual property infringement
claims, either of which may substantially harm our business.
We regard our trademarks, design applications (filed and registered), patents and similar intellectual property as critical
to our success. We rely on a combination of intellectual property laws and contractual arrangements to protect our
proprietary rights. The following table sets forth the number of our registered intellectual properties and pending
applications, as of the date of this Updated Draft Red Herring Prospectus – I.
Intellectual Property As of the date of this Updated Draft Red Herring
Prospectus – I
India
Registered intellectual property:
Patents 3
Copyrights 3
Design registrations Nil
Trademarks 268
Applications in respect of intellectual property, which are
pending/accepted/advertised:
Patents 5
Design 5
Copyrights Nil
70Intellectual Property As of the date of this Updated Draft Red Herring
Prospectus – I
Trademarks 136
Applications in respect of intellectual property, which have been
withdrawn/abandoned/expired/refused/opposed/objected:
Patents 7
Design 1
Copyrights Nil
Trademarks 151
Outside India
Registered intellectual property:
Patents 10
Copyrights Nil
Design registrations 2
Trademarks 126
Applications in respect of intellectual property, which are
pending/published/under examination
Patents 8*
Design 1
Copyrights Nil
Trademarks 26
Applications in respect of intellectual property, which have been
withdrawn/abandoned/expired/refused/opposed/objected:
Patents 24
Design Nil
Copyrights Nil
Trademarks 6
* Includes four patents for which formal order is awaited. However, the applications have been abandoned by our Company.
For further details on our intellectual property, see “Our Business—Our Technology—Intellectual Property” on page
229.
As of the date of this Updated Draft Red Herring Prospectus – I, one of our Subsidiaries, Indus Appstore (Singapore)
Pte. Ltd. has five patents registered in five countries outside India (these patents have been registered in its former
name, i.e., OSLabs Pte. Ltd., prior to its acquisition). In relation to these patents, Indus Appstore (Singapore) Pte. Ltd.
has transferred the patent rights to Indus Appstore Private Limited, however, the transfer requests are yet to be filed in
the respective jurisdictions. Further, one of our Subsidiaries, Indus Appstore Private Limited has one patent application
pending under the PCT (which has been filed in its former name, i.e., OSLabs Technology Private Limited, prior to
its acquisition). While we may seek to transfer or update these patents to the current names of the relevant subsidiaries,
there can be no assurance that such applications will be successful or accepted by the relevant authorities in various
jurisdictions.
Our Company has abandoned one trademark application in India and abandoned one trademark application in China
and abandoned one patent application in India and had one trademark application refused in India. Our Company has
also made 37 trademark applications that have been opposed in India and our Subsidiary, Indus Appstore Private
Limited, has made one trademark application that has been opposed in India. Additionally, one of our Subsidiaries,
Indus Appstore (Singapore) Pte. Ltd. (in its former name) has 28 patents applications, in 16 countries outside India
and the European Union, which are under examination or have been refused, withdrawn, abandoned, published, lapsed,
cancelled or expired, as of the date of this Updated Draft Red Herring Prospectus – I. As a result, we may be exposed
to risks associated with intellectual property infringement and misappropriation claims by third parties, which could
adversely affect our business and reputation. Such risks may further increase as we expand and enter new geographies.
While we undertake to register our intellectual property, no assurance can be provided that such applications will be
granted. An intellectual property registration granted to us may not be sufficient to protect our intellectual property
rights. Further, intellectual properties could also be challenged by a third-party including by way of revocation or
invalidity actions. In addition, there could be potential trade name or trademark ownership or infringement claims
brought by owners of other rights, including registered trademarks, in our marks or marks similar to ours. Our
contractual arrangements to protect our proprietary rights may be breached by counterparties and there may not be
adequate remedies available to us for such breach. Although we have policies and measures in place to prevent
unauthorised use of our intellectual property, unauthorised parties may copy aspects of our platforms or obtain and use
information that we consider proprietary. Malicious third-party actors may adopt service names or purchase domain
names similar to ours, thereby harming our ability to build brand identity and leading to confusion. If our users have
an adverse experience with services or platforms that use or mimic our intellectual property without authorisation, the
consequent negative publicity or perceptions may adversely affect our reputation and brand. We have initiated and are
71party to various trademark infringement proceedings against various persons or entities for using word or brand marks
similar to ours. We may also be harmed by the actions of or negative press relating to entities which have similar
names to us. Although we have taken all necessary measures, we may not be able to effectively protect our intellectual
property rights or to enforce our contractual rights because policing the unauthorised use of our intellectual property
is difficult and costly. The steps we take may not be sufficiently adequate to prevent the infringement or
misappropriation of our intellectual property. Further, in some cases, our brand “PhonePe” and its associated
trademarks may be subject to infringement and passing off by other third-parties, seeking to capitalise on our brand.
For further details of litigation proceedings initiated by our Company challenging the trademark infringement by other
entities, please see “Outstanding Litigation and Material Developments - Litigation involving our Company –
Litigation by our Company – Material civil litigation” on page 442.
Companies, including our competitors or individuals, may hold or obtain patents, trademarks or other proprietary or
intellectual property rights that could prevent, limit or interfere with solutions or products offered on our platforms.
We may be subject to claims from third parties asserting infringement claims or inquiries. For further details, see
“Outstanding Litigation and Material Proceedings – Litigation involving our Company – Litigation against our
Company – Material civil litigation” on page 436.
30. If we are unable to cross-sell our new platforms, products and services, our ability to generate additional revenue
from customers could be negatively impacted, which could adversely affect our business, financial condition, results
of operations, cash flows and prospects.
Our ability to attract customers to use, and build trust in, our non-payments offerings, such as Lending and Insurance
Distribution services, is dependent on our ability to cross-sell. We do so by matching suitable products to our PhonePe
Platform users, which we determine based on the consumer insights generated from our platforms. We also promote
the New Platforms, Share.Market and Indus Appstore, by running banner ads on the PhonePe Platform. If we are
unable to effectively cross-sell on existing or new platforms, products and services, it could hinder our growth and
diversification efforts. The processes we use for cross-selling may not always be effective. If we are not successful in
cross-selling our platforms, products and services, we will not be successful in growing our Financial Services
businesses and New Platforms in a timely manner or at all and may not realise our expected returns on our investments
in developing those businesses, thereby adversely impacting our business, financial condition, results of operations,
cash flows and prospects.
31. We rely on third-party app stores and other third-party online channels to include, prominently display and promote
our apps and platforms to their users. If our apps are not included or do not receive promotions or prominent
placements in these marketplaces, our usage or brand recognition could decline and our business, financial
condition, results of operations, cash flows and prospects could be adversely affected.
We depend, in large part, on third-party app stores, social media platforms, content-based digital marketing and other
online third-party sources to promote downloads, installations and usage of our apps and platforms in addition to and
pursuant to service agreements with third parties including creative agencies, production houses, media procurement
partners, etc. Our ability to maintain and increase the level of downloads of our apps and platforms is to a significant
extent outside of our control. Third-party app stores, social media platforms and other online channels often revise
their algorithms and introduce placement methodologies and new advertising services. In addition, if our online display
advertisements are no longer able to reach certain users due to their use of ad-blocking software, our business, financial
condition, results of operations, cash flows and prospects could suffer. In the past, we have been subject to warnings
and actions by other app stores, and it may happen again in the future which could have a material adverse impact on
our operations and reputation.
Our success depends in part on our ability to attract new customers to find and download our platforms through unpaid
internet search results on search engines. We rely on app marketplaces to drive downloads of our mobile app. App
marketplaces regularly make changes, which may make access to our services more difficult. In the event that it is
difficult for consumers to access and use our platforms, our business may be materially and adversely affected. In
particular, our organic app downloads and new customer acquisitions heavily rely on the Android app store and the
iOS App Store, and those platforms compete with our Indus Appstore. If one or more of the app stores, search engines
or other online channels on which we rely for traffic to our platforms were to modify its ranking algorithm for how it
displays our apps or advertisements, it may impact our app discoverability and result in fewer users clicking through
to our platforms, and our business, financial condition, results of operations, cash flows and prospects may suffer.
As new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will
continue to support our platforms or effectively roll out updates to our applications. Additionally, in order to deliver
high-quality applications, we need to ensure that our platforms are designed to work effectively with a range of
operating systems, networks, technologies and standards. We may not be successful in developing or maintaining
72relationships with key participants in the mobile device and platform industry that enhance customers’ experience. If
participants that utilise our platforms encounter any difficulty accessing or using our applications on their mobile
devices or if we are unable to adapt to changes in popular mobile operating systems, we expect that our numbers of
registered and active customers to be adversely affected.
32. We rely on third-party service providers for certain aspects of our business, which creates additional risk, and the
failure of third-party service providers to comply with legal or regulatory requirements or to provide various
products and services that are important to our operations could have an adverse effect on our business, financial
condition, results of operations, cash flows and prospects.
We depend on third-party service providers for certain services, such as customer support, marketing, certain
technology enabled solutions (such as human resources and business processes outsourcing), cloud storage services,
maintenance of security, device interconnectivity and IoT capabilities, and merchant and customer onboarding for
some cases, as well as procurement of government licenses. Our success depends on our ability to manage such third-
party service providers to provide reliable and satisfactory services to users on our platforms and to meet our regulatory
requirements. Our operations and business could be adversely affected if we face any operational or system
interruptions from outsourcing to such third-party service providers. To the extent we are unable to effectively manage
these third-party service providers to provide satisfactory services on commercially acceptable terms or in a timely
manner, or at all, or if we fail to retain existing or attract new quality partners to our platform, our ability to retain,
attract or engage our users may be severely limited, which may have a material and adverse effect on our business,
financial condition, results of operations, cash flows and prospects.
We are dependent on the ability of our products and services to integrate with a variety of third-party operating systems,
as well as web browsers that we do not control. Any changes in these third-party systems that degrade the functionality
of our products and services, impose additional costs or requirements on us, or give preferential treatment to
competitive services, including their own services, could materially and adversely affect usage of our products and
services. Most of our agreements with third-party service providers are terminable, without cause, by the service
provider with a short notice period (typically ranging between 30 days to 180 days), and if our current third-party
service providers were to terminate their agreements with us or otherwise stop providing services to us on acceptable
terms, we may be unable to procure service from alternative service providers in a timely and efficient manner and on
acceptable terms or at all. Furthermore, some of our service agreements are fixed-term contracts or have short durations
ranging from one year to five years and may not always be subject to automatic renewal. While there have been no
instances of business disruptions due to contract termination, or deficiency or failure to provide service by third-party
service providers in the six months period ended September 30, 2025 and 2024 , and Fiscal Years 2025, 2024 and
2023, if any service provider fails to provide the services we require, fails to meet contractual requirements (including
compliance with applicable laws and regulations), fails to maintain adequate data privacy controls and electronic
security systems, or suffers a cyber-attack or other security breach, we could be subject to regulatory enforcement
actions, claims from third parties, including our customers, and suffer economic and reputational harm that could have
an adverse effect on our business. Further, we may incur significant costs to resolve any such disruptions in service,
which could adversely affect our business.
In addition, our dependence on these third-party service providers also exposes us to risks associated with their internal
management, bankruptcy, change of management and financial condition, which could adversely affect our business,
financial condition, results of operations, cash flows and prospects.
33. A change in the regulatory environment around Digital Gold offerings could have an adverse effect on our business,
and operations.
The Company facilitates sale and purchase of digital gold for its customers from large digital gold players via the
PhonePe Platform. This offering is different from the SEBI regulated exchange traded commodity derivative contracts,
gold exchange traded funds (ETFs) offered by mutual funds and electronic gold receipts (EGRs) tradeable on Stock
Exchanges.
Currently, there is no regulatory framework governing digital sale of gold. In this regard, SEBI has issued a press
release dated November 8, 2025 cautioning the public regarding investment in digital gold on various digital platforms.
In this, SEBI has noted that digital gold/ E-gold products are being marketed as an alternative for investment in
physical gold; however, they are neither notified as securities nor regulated as commodity derivatives. Such digital
gold products are different from SEBI regulated gold products and thus operate outside SEBI’s purview. SEBI has
further cautioned that investments in digital gold products are not covered by investor protection mechanisms available
under the securities market framework and may expose investors to counterparty and operational risks.
73While there are no regulations applicable to our operations of facilitating sale and purchase of digital gold at present,
any future regulatory framework or changes in the regulatory environment could have an adverse impact on our
business and results of operations.
34. The discontinuation or reduction in government incentive schemes or any adjustment on fee rates that we benefit
from could adversely affect our business, financial condition, results of operations, cash flows and prospects.
Our business model and revenue generation are influenced by government incentives, specifically (a) the Payments
Infrastructure Development Fund (“PIDF”) – Extension of Scheme and Enhancements offered by the RBI; (b) the
incentive scheme offered by the Ministry of Finance for promotion of RuPay Debit Cards and low-value Bharat
Interface for Money (“BHIM”) UPI transactions (P2M); (c) National Payments Corporation of India for RuPay Credit
Cards on UPI Acceptance Incentive Scheme; and (d) the Open Network for Digital Commerce (“ONDC”) Incentive
Program for the promotion of buyer side orders placed through the ONDC network.
On account of prevailing government budgetary policies or shifts in pricing for services set by the NPCI or regulators,
there is a risk that the share of digital incentive or rates chargeable to us may be discontinued or reduced, which could
adversely affect our financial performance.
Any failure on the part of our Company to meet the requirements of, or delay in receiving incentives or share of
incentives from, government bodies, or a reduction in, elimination of or unfavourable application of government
incentives or rates because of policy changes, may adversely affect our business, financial condition, results of
operations, cash flows and prospects.
Additionally, the recognition of such incentives is often uncertain and irregular, which may result in variability in our
revenue recognition patterns. This uncertainty in timing of revenue recognition could lead to volatility in our quarterly
financial results, and uneven distribution of cash flows.
35. Our obligation to adhere to the terms and conditions of financial institutions, payment gateways and other
institutions that we depend on could introduce additional costs or operational challenges to our business.
Payment and settlement/ financial institutions, such as the NPCI, payment gateways and other institutions accept and
process credit card, debit card, PPI payments and UPI payment and other payment transactions on our platforms. As a
“payment service provider”, we are required to adhere to the operating terms and conditions set by these financial
institutions, including specific rules applicable to our payment processing services for merchants. Regulators, or
financial institutions set these rules and have discretion to interpret them and change them. Any changes or
interpretations that conflict with our current operations or those of our acquiring processors may necessitate costly or
challenging adjustments to our business practices. Failure to implement such changes or resolve issues with financial
institutions could result in fines or a prohibition on processing payments. While we have not experienced an increase
in costs, inability to receive incentives or otherwise had a material adverse effect on our business as a result of non-
compliance with the terms and conditions of financial institutions in the six months period ended September 30, 2025
and 2024 and Fiscal Years 2025, 2024 and 2023, any future non-compliance with applicable rules or a deterioration
in our relationships with these financial institutions could jeopardise our ability to receive incentives, increase our
costs, or otherwise harm our business. If we are unable to accept payment or face restrictions in doing so, our business
could be adversely impacted.
We have also received an intimation from NPCI in November 2024 highlighting failures on device binding controls
on our UPI application for Android OS. 600+ such incidents have been reported to NPCI as on the date of the
intimation. We have processed ₹26.59 million as chargeback for these instances.
We could also be subject to penalties from financial institutions if we fail to detect that merchants are engaging in
activities that are illegal, contrary to the applicable procedural guidelines and circulars or applicable operating rules or
considered “high risk.” We are required to prevent high-risk merchants from using our products and services and
conduct additional monitoring and diligence with respect to such merchants. However, our ability to monitor these
merchants is limited, and we cannot guarantee that our prevention or monitoring efforts will always be successful.
Although the amount of these penalties has not been material as of the date of this Updated Draft Red Herring
Prospectus – I, any additional penalties in the future could become material and could result in termination of our
ability to accept payments or could require changes in our process for registering new merchants. This could adversely
affect our business.
36. There have been instances of delay in payment of statutory dues by our Company in the past. Any delay in payment
of statutory dues by our Company in future, may result in the imposition of penalties and in turn may have an
adverse effect on our Company’s business, financial condition, results of operations, cash flows and prospects.
74Our Company is required to pay certain statutory dues including goods and services tax, income-tax, cess, provident
fund contributions, employee state insurance contributions and professional taxes under various applicable statutory
regulations.
The table below sets out the details in respect to undisputed dues for provident fund outstanding at the end of Fiscal
Years 2025 and 2024, for a period of more than six months from the date they became payable:
Fiscal Name of the Nature of Amoun Period to Due Date of Reason for delay
Year Statute the Dues t (₹) which the date Payment
amount
relates
2025 The Employee’s Employee’s 2.09 Various Various ₹1.28 million The qualification arose due to
Provident Funds Provident million dates dates paid on various mismatches between the
and Fund dates know-your-customer
Miscellaneous (“KYC”) details as updated
Provisions Act, on the universal account
1952 (“EPF number (“UAN”) portal and
Act”) the documents and/or records
provided by employees to the
Company, which led to
verification failures. This
technical issue did not allow
the deposit of contributions
into such employees’
Employees’ Provident Fund
Organization (“EPFO”)
accounts until KYC details
are updated and uploaded to
the UAN portal and there is a
successful match.
Our Company is in the
process of implementing a
structured follow up and
remediation plan to resolve
remaining mismatches.
2024 The Employee’s Employee’s 30 Various Various Paid on various The qualification resulted
Provident Funds Provident million dates dates dates from certain employees not
and Fund being identified as
Miscellaneous “International Workers”,
Provisions Act, leading to the lower
1952 remittance of provident fund
contributions under the EPF
Act. The entire amount of
arrears, interest, and penalties
was remitted to the Provident
Fund department in Fiscal
Year 2025. To prevent
recurrence, we have
implemented a systemic
control mandating the
collection of citizenship proof
before the release of offer to
ensure accurate compliance
with the provisions under the
EPF Act.
The table below sets forth the statutory dues paid by our Company and Indian Subsidiaries in relation to our employees
for the periods/fiscal years indicated:
(All amounts in ₹ millions)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Gratuity 22.61 16.08 34.10 28.83 6.23
75Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Provident fund 368.89 250.83 620.52 463.39 272.77
Professional tax 11.48 9.37 19.61 15.10 8.75
Labour welfare fund 0.46 0.27 1.42 0.78 0.29
Tax Deducted at source on salary 18,489.65 1,279.20 4,390.92 5,728.69 2,058.04*
* Excludes numbers for the entities acquired during Fiscal Year 2023.
The table below sets forth the details of our total employees, as of the dates indicated:
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Number of employees 12,338 10,063 10,909 9,723 4,372
The delays in payment of statutory dues were attributable to incidents occurring in the ordinary course of making such
statutory payments, including on account of administrative or logistical issues that were not material and technical
difficulties with the relevant statutory payment portals. We may continue to experience such delays in the future and
be subject to penalties or fines from regulators, which could have a material impact on our financial condition and
cash flows.
37. We depend on strong relations with our business partners and merchants. Our business may be negatively affected
if our business partners do not continue their relationship with us or if their operations fail.
Our relationships with our business partners are crucial to our success. For example, our ability to attract customers to
the loan, insurance and travel products available on the PhonePe Platform depends on the quantity and quality of such
products offered by our partners on the PhonePe Platform. A failure by these lending partners and insurers or their
third-party service providers to meet their obligations and service standards could result in customer dissatisfaction,
potentially leading to a loss of customers or users. If our lending partners, our insurer partners or the reinsurance
companies they partner with become insolvent, our customers may not be able to realise the protection expected from
the insurance policies, which may negatively affect our reputation and results of operations. We also had 31,019 agents
commissioned through channel partners primarily as part of our sales network, as of September 30, 2025. Our
relationships with these agents are important for our rural expansion in India and increasing our network of merchants,
and any failure to manage our relationship or arrangement with the agents or the channel partners which commission
them may have an adverse impact on our business, prospects and results of operations. In addition to our relationships
with lending partners and insurers, we also rely on a diverse network of business partners integrated into our platforms
for various use cases, including recharges, travel, ticketing, transit services, mutual fund, and digital gold and digital
silver transactions. These partnerships are essential in broadening the scope of services available on our platforms,
thereby enhancing customer engagement and satisfaction. Furthermore, we have established partnerships for payments
with both offline merchants and online merchants. If our business partners face operational challenges or fail to sustain
demand, it could adversely affect our business, financial condition, results of operations, cash flows and prospects.
These collaborations are crucial for facilitating seamless payment experiences across various consumer touchpoints.
Our contracts with our merchants (which include negotiated contracts, memoranda of understanding, letter agreements
and standard form terms and conditions), lending partners (agreements, addenda thereto and memoranda of
understanding) and insurers (insurance broking agreements and addenda thereto, miscellaneous letters and memoranda
of understanding) may be constructed for a limited period as specified in the relevant arrangements with the merchants,
insurers and lenders, or in each case valid until terminated, and the terms of such contracts allow for termination
without cause by giving notice (with notice ranging typically between 30 days to 90 days) as per the terms of the
agreement. The agreements with our financial institutions’ partners, including banks, NBFCs and insurance
companies, are either valid until terminated by either party, valid until the validity of the IRDAI certificate of
registration (in the case of our contracts with insurance companies) or valid for a fixed period varying from two years
to five years, typically with automatic renewal for a further period, unless terminated. Our financial institutions
partners may terminate these agreements without any reason by typically giving a notice of 30 days to 90 days or with
immediate effect in case of any unremedied material breach of our obligations under these agreements and on the
occurrence of certain other events. In relation to the agreements providing for borrower acquisition, we are required
to, among others, facilitate the customer due diligence by the lenders, preserve the data and documents we obtain from
customers in a secure manner, maintain confidentiality, ensure all data is stored on servers located in India and
otherwise maintain all necessary controls and security practices to preserve customer data confidentiality in accordance
with applicable laws. Any breach of these data privacy/confidentiality obligations may require us to indemnify the
lenders or pay damages in accordance with the terms of our arrangements with lenders or may otherwise invite liability
or proceedings under applicable data privacy laws. Any such breach or the resultant proceedings and / or monetary
76liabilities due to any reason could adversely affect our business, financial condition, results of operations, cash flows
and prospects.
Our business partners or merchants may seek price reductions when expanding or changing their products and services
with us and/or when their business experiences significant volume changes. Further, certain business partners or
merchants may seek to negotiate more favourable terms than they have previously agreed with us. In addition, some
of our business partners or merchants have arrangements with multiple providers, including our competitors.
Therefore, these business partners or merchants could shift business away at any given time without necessarily
terminating their contracts with us. In the past, we have experienced instances of certain of our business partners who
have discontinued their relationship with us. For instance, we have previously received a notice for the termination of
an agreement from an online merchant. Further, in the past, certain contracts with our business partners or merchants
have been subject to re-negotiations and price reductions in the ordinary course of business. If our contracts with our
business partners or merchants are terminated or if these business partners shift business away from us, or if we are
unsuccessful in retaining high renewal rates and favourable contract terms, our business, financial condition, results
of operations, cash flows and prospects could be materially and adversely affected. There can be no assurance that we
can maintain relationships with our existing business partners or merchants on commercially desirable terms or at all.
If we fail to prove that our technology capabilities could help improve their operating efficiency or are otherwise
valuable to them, our business, financial performance and prospects will be materially and adversely affected. Our
arrangements with our business partners and merchants are typically not exclusive, and they may have similar or more
favourable arrangements with our competitors. If our business partners or merchants are dissatisfied with our services
and solutions or find us ineffective in enhancing their profitability, they may terminate their relationships with us and
decide to cooperate, or increase their cooperation, with our competitors.
Further, our contracts and arrangements with lenders and insurance companies typically require us to, among others,
preserve the data and documents we obtain from customers in a secure manner, maintain confidentiality, ensure all
data is stored on servers located in India and otherwise maintain all necessary controls and security practices to
preserve customer data confidentiality in accordance with applicable laws. Any breach of these data
privacy/confidentiality obligations may require us to indemnify the lenders or pay damages in accordance with the
terms of our arrangements with lenders or may otherwise invite liability or proceedings under applicable data privacy
laws. Any such breach or the resultant proceedings and / or monetary liabilities due to any reason could adversely
affect our business, financial condition, results of operations, cash flows and prospects.
We cannot assure you that we will be able to maintain or increase historic levels of business from our larger partners.
The loss of business from any of these partners due to any reason could adversely affect our business, financial
condition, results of operations, cash flows and prospects.
38. Our insurance policies may not be sufficient to protect us from all business risks, and if our insurance coverage is
inadequate, it may have an adverse effect on our business, financial condition, results of operations, cash flows
and prospects.
We maintain insurance policies that we believe are customary for companies operating in our industry. Our principal
types of coverage, including “all risks”, fire, electronic equipment (including portable electronic equipment), burglary-
fixed assets insurance and burglary-inventory, comprehensive general liability, stockbrokers’ indemnity, crime policy,
marine insurance policies, directors and officers’ liability professional indemnity policy, cyber insurance, machinery
breakdown, business shield policy, and terrorism. As of September 30, 2025, of our consolidated property, plant and
equipment with a net book value amounting to ₹16,455.77 million, we had insurance coverage for a value of
₹34,210.68 million, resulting in a 207.89% insurance coverage over our total insurable assets. For details in relation
to the insurance policies, please see “Our Business—Insurance” on page 233.
Our insurance policies contain exclusions and limitations on coverage, and, accordingly, we may not be able to
successfully assert claims for the full amount of any liability or losses. Additionally, there may be various other risks
and losses for which we are not insured because such risks are either uninsurable or not insurable on commercially
acceptable terms. For certain types of operations-related risks or future risks related to our new and evolving services,
we may not be able to, or may choose not to, acquire insurance. In addition, we may not obtain enough insurance to
adequately mitigate such operations-related risks or risks related to our new and evolving services and we may have
to pay high premiums, self-insured retentions, or deductibles for the coverage we do obtain. In addition, if any of our
insurance providers terminate their relationship with us or refuse to renew their relationships with us on commercially
reasonable terms, we could be required to find alternate insurance providers and may not be able to secure similar
terms or a suitable replacement in an acceptable time frame. We also apply for the renewals of our insurance policies
in the normal course of our business, but we cannot assure you that such renewals will be granted in a timely manner,
at acceptable cost, or at all.
77While we believe that the insurance coverage which we maintain would be reasonably adequate to cover the normal
risks associated with the operation of our business and there has been no material rejection of claims in the six months
period ended September 30, 2025 and 2024 , and Fiscal Years 2025, 2024 and 2023, our insurance claims may be
rejected by the insurance agencies in the future and there can be no assurance that any claim under the insurance
policies maintained by us will be honoured fully, in part, or on time. If the amount of one or more operations-related
claims were to exceed our applicable aggregate coverage limits, we may be required to bear the excess, in addition to
amounts already incurred in connection with deductibles, self-insured retentions. Insurance providers have, in the past,
raised premiums and deductibles for many businesses and may do so in the future. As a result, our insurance and
claims expenses could increase, or we may decide to raise our deductibles or self-insured retention when our policies
are renewed or replaced. Any uninsured losses or liabilities could result in an adverse effect on our business, financial
condition, results of operations, cash flows and prospects.
39. Misconduct and errors by our employees, vendors, service providers, merchants, lending partners, insurers or other
business partners could adversely affect our business, financial condition, results of operations, cash flows and
prospects.
Our employees, vendors, service providers, merchants, lending partners, insurers and other business partners
collectively handle a substantial volume of complex transactions and sensitive personal and business information. Our
business, reputation, brand and consumer trust could be adversely affected if transactions were redirected,
misappropriated, or otherwise improperly executed, if confidential information is disclosed to unintended recipients,
or if there is an operational failure in transaction processing, whether as a result of human error, a purposeful sabotage
or a fraudulent manipulation of our operations or systems.
Should any of our employees, vendors, service providers, merchants, lending partners, insurers, or other business
partners misappropriate or misuse funds, documents, software code or data, use unauthorised software on our systems,
or fail to adhere to established protocols, we could face liability for damages and be subject to regulatory actions and
penalties. We might also be perceived as being complicit in the illegal misappropriation of funds, documents or data,
in the misrepresentation of the nature of our business by our employees to third parties, or in the failure to follow
protocols, thereby exposing us to civil or criminal liability. While we investigate such matters internally and initiate
actions as required against the relevant individuals, including termination of their employment, and have safeguards
and policies in place to detect and prevent misconduct or errors by our employees, vendors, and service providers,
these measures may not always be effective in identifying and deterring such actions. Furthermore, the precautions we
take may not adequately manage unknown or unmanaged risks or losses. While we have not experienced any material
instances of misconduct or errors by our employees, vendors, service providers, merchants, lending partners, insurers
and other business partners, nor has there been any material lapse in time before corrective action was taken in respect
of any instances of misconduct or errors by any of such persons or parties, in each case that had an adverse impact on
our business in the six months period ended September 30, 2025 and 2024 and Fiscal Years 2025, 2024 and 2023, any
misconduct or error by our employees, vendors, service providers, merchants, lending partners, insurers or other
business partners could impair our ability to conduct business, result in liability to us or them, hinder our ability to
attract merchants, lending partners, insurers and other business partners to our platforms, damage our reputation, invite
regulatory scrutiny, and cause financial harm, thereby adversely affecting our business, financial condition, results of
operations, cash flows and prospects.
40. Our expenditures for sales and marketing to sell our products, services and platforms and to continue to build our
brand may not be effective, and we may not be able to attract or retain users, which could adversely affect our
business, financial condition, results of operations and cash flows.
To attract and retain users on our platforms, sell and cross-sell our products, services and platforms and promote our
brand, we have incurred and expect to continue to incur substantial expenses related to sales, advertising and other
marketing efforts. The table below sets forth our expenses related to advertisement and sales promotions and as a
percentage of total expenses for the periods/fiscal years indicated:
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period For the fiscal year ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Advertisement and sales promotions (A) 4,555.09 3,076.31 5,416.54 6,910.48 6,516.35
Total expenses (B) 60,692.68 46,800.27 93,940.97 77,542.91 59,062.34
Advertisement and sales promotions as a 7.51% 6.57% 5.77% 8.91% 11.03%
percentage of total expenses (A/B*100) (%)
We cannot assure you that these expenses will yield their intended results. If our sales and marketing efforts fail to
maintain and increase the number of users and transactions on our platforms, we may not be able to attract or retain
78users, and our business, financial condition, results of operations, cash flows and prospects may be adversely affected.
Further, if we need to introduce new marketing options for new user acquisition or change our marketing approach,
our marketing initiatives may become increasingly expensive, and we may incur further investments for our sales and
marketing efforts. If our sales and marketing expenses increase, it may be difficult to generate a meaningful return on
these initiatives, which may have an adverse effect on our business, financial condition, results of operations, cash
flows and prospects.
41. We are exposed to cash management risks associated with providing early settlement for our merchants.
Our merchant business model involves providing early settlement services to our merchants. This practice exposes us
to cash management risks because, for settlements to our merchants, we may be required to make payments to them
in advance, before we receive the corresponding payments from the customers’ banks or payment networks due to
delays on their part. This can lead to a mismatch in timing between the outflow and inflow of funds, potentially leading
to cash flow challenges that affect our liquidity position. Our ability to manage this risk effectively depends on our
cash management strategies and the reliability of our financial partners. Any failure in these areas could adversely
affect our business, financial condition, results of operations, cash flows and prospects.
Additionally, changes in RBI regulations or their interpretation could increase our exposure to these risks or require
us to alter our business practices, potentially leading to increased operational costs or reduced competitiveness. We
may not be able to monitor and adapt to regulatory requirements to mitigate these risks effectively, which could have
an adverse impact on our business, financial condition, results of operations, cash flows and prospects.
42. We are subject to chargeback and refund liability risk when our merchants refuse to or are unable to reimburse
chargebacks and refunds resolved in favour of their customers. Any increase in chargebacks and refunds not paid
by our merchants may adversely affect our business, financial condition, results of operations, cash flows and
prospects.
We are currently, and will continue to be, exposed to certain risks associated with chargebacks and refunds in
connection with payment fraud or relating to the products or services provided by our merchants. The following table
provides details of chargebacks and refund expenses and as a percentage of total expenses for the periods/fiscal years
indicated:
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period For the fiscal year ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Chargebacks and refund expenses (A) 46.80 96.45 234.14 74.72 73.30
Total expenses (B) 60,692.68 46,800.27 93,940.97 77,542.91 59,062.34
Chargebacks and refund expenses as a 0.08% 0.21% 0.25% 0.10% 0.12%
percentage of total expenses (A/B*100)(%)
In the event that a billing dispute between a consumer and a merchant is not resolved in favour of the merchant,
including in situations in which the merchant is engaged in fraud, the transaction is typically “charged back” to the
merchant and the purchase price is credited or otherwise refunded to the customer. We do not have any insurance
policy to cover chargeback liabilities as of the date of this Updated Draft Red Herring Prospectus – I. In certain
circumstances where we are unable to collect chargeback or refunds from the merchant’s account, or if the merchant
refuses to or is unable to reimburse us for chargeback or refunds due to closure, bankruptcy, or other reasons, we may
bear the loss for the amounts we paid to the customer. The risk of chargebacks is typically greater with merchants that
promise future delivery of products and services rather than delivering products or rendering services at the time of
payment, and any customer disputes linked to rendering such services from our merchants may adversely impact our
ability to retain and attract our customers. Additionally, under the terms of our contracts with PSP banks and payment
gateway service providers, our Company is typically responsible for chargebacks and fraudulent transactions,
irrespective of reason or fault, as well as for all consequential liabilities such as penalties imposed on the respective
partner bank or service provider.
While most of our merchant agreements establish that the chargeback and refund liability risk lie with the merchant
and would permit us to collect and retain the settlement amount, we may not be able to collect and maintain reserves
from our merchants to cover these potential losses, including in the case of customer and merchant disputes. If we are
unable to maintain our losses from chargebacks at acceptable levels, the payment network providers could fine us,
increase our transaction fees, or terminate our ability to process debit, credit and PPI cards as well as UPI payments.
Any increase in our transaction fees or liability for incorrect charges could adversely impact our business, and if we
were unable to accept payments, our business could be materially and adversely affected. Any increase in chargebacks
79not paid by our merchants could have a material adverse effect on our business, financial condition, results of
operations, cash flows and prospects.
Our Company, in its ordinary course, files criminal complaints above a certain value threshold with various police
stations of different jurisdictions against merchants who may fraudulently initiate chargebacks such that we are unable
to recover the amount deducted from our escrow account. For further details of FIRs and actions initiated by our
Company in relation to instances of such chargeback frauds, please see “Outstanding Litigation and Material
Developments - Litigation by our Company – Criminal litigation” on page 437.
43. Some aspects of our platforms include open source software, and our use of open source software could adversely
affect our business, financial condition, results of operations, cash flows and prospects.
One of the aspects of our platforms is the use of software covered by open source licenses. The terms of open source
licenses are open to interpretation. Unfavourable interpretations, regardless of whether they are reasonable or
consented to by us, could have an adverse operational impact on us, including whether and how we continue to use
such software, and could increase our operating and compliance costs. While we may take necessary precautions, we
cannot ensure that we have incorporated open source software in our software in a manner that is consistent with the
terms of the applicable license or our current policies.
If portions of our proprietary software are determined to be subject to an open source license, we could be required to,
under certain circumstances, publicly release or license, at no cost, our products and services that incorporate the open
source software or the affected portions of our source code. This could enable our competitors to create similar services
and could ultimately result in a loss of transaction volume for us.
We may inadvertently use open source software in a manner that could expose us to claims for breach of contract or
intellectual property infringement, misappropriation, or other violation. While we have not experienced any material
instances of failure to comply with the terms and conditions of our open source licenses in the six months period ended
September 30, 2025 and 2024 , and Fiscal Years 2025, 2024 and 2023, if we fail to comply, or are alleged to have
failed to comply, with the terms and conditions of our open source licenses, we could be required to incur significant
legal expenses defending such allegations, be subject to damages, be enjoined from the sale of our products and
services, and be required to comply with onerous conditions or restrictions on our products and services, any of which
could be materially disruptive to our business.
Open source software may have security vulnerabilities, defects, or errors of which we are not aware. Even if we
become aware of any security vulnerabilities, defects, or errors, it may take a significant amount of time for either us
or the programmers who developed the open source software to address such vulnerabilities, defects, or errors, which
could negatively impact our services and result in liability to us.
44. Delays or defaults in the collection of our trade receivables could adversely affect our cash flows, financial
condition, and results of operations.
The following table sets forth our trade receivables as a percentage of total assets as of the dates indicated.
(All amounts in ₹ million, unless otherwise stated)
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Trade receivables (A) 6,348.49 5,485.69 6,262.10 5,436.18 2,051.00
Total assets (B) 231,789.54 132,233.45 182,052.34 127,064.77 118,402.82
Trade receivables as a percentage of total
2.74% 4.15% 3.44% 4.28% 1.73%
assets (A/B*100) (%)
Our trade receivables consist of receivables from our consumers, including merchants and financial institutions. Our
trade receivables are non-interest bearing and generally have a defined credit period of 0 to 90 days. For trade
receivables, we apply a simplified approach in calculating expected credit loss (“ECL”). Therefore, we do not track
changes in credit risk but instead recognise a loss allowance based on lifetime ECLs at each reporting date. We have
established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors
specific to the debtors and the economic environment. While our business has not been materially and adversely
affected in the six months period ended September 30, 2025 and 2024 and Fiscal Years 2025, 2024 and 2023, no
assurance can be provided that we will be able to collect our trade receivables on time in the future. Our inability to
collect trade receivables from our customers on time could adversely affect our cash flows.
45. If we incur any contingent liabilities in the future, our financial condition, results of operations and cash flows
could be adversely affected.
80We did not have any contingent liability as per Ind AS 37 as of September 30, 2025 and 2024, and Fiscal Years 2025,
2024 and 2023. However, there can be no assurance that we will not have contingent liabilities in the future. If any of
our future contingent liabilities become actual liabilities, our business, financial condition, results of operations and
cash flows may be adversely affected. See section titled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Contingent Liabilities and Commitments” on page 416.
46. Our Company’s investments in debt instruments are subject to credit and recoverability risks. Any adverse changes
in the recoverability of these investments could materially and adversely affect our business, financial condition,
results of operations and cash flows.
We have made debt investments in the form of commercial papers (quoted), non-convertible debentures (quoted),
fixed deposits with NBFCs and mutual funds (overnight/ liquid) with underlying investments in debt instruments
(quoted). The following table sets forth total of unsecured debt investments as of the dates indicated:
(All amounts in ₹ million)
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Current assets
Financial assets
Investments (A) 77,876.50 39,861.07 34,823.07 24,672.83 51,009.08
Cash and cash equivalents
Overnight mutual funds (B) - - 64.50 - 318.11
Total of unsecured debt 77,876.50 39,861.07 34,887.57 24,672.83 51,327.19
investments (A)+(B)
As a holder of an unsecured debt investment, we may lack adequate protection in the event the issuers of these debt
instruments become distressed or insolvent or otherwise experience a deterioration in their financial condition or
creditworthiness. The existence of more senior debtholders could adversely impact our ability to recover our
investments in the event the debtor defaults on its indebtedness. We may also continue to invest in debt instruments in
the future. While we have not experienced any material losses on our debt investments due to credit and recoverability
risks in the six months period ended September 30, 2025 and 2024 and Fiscal Years 2025, 2024 and 2023, any adverse
changes in the financial condition or creditworthiness of the debtors could negatively impact the recoverability of these
investments, which could materially and adversely affect our business, financial condition, results of operations and
cash flows.
47. We generated our revenue from operations in India in the six months period ended September 30, 2025 and 2024 ,
and Fiscal Years 2025, 2024 and 2023. Our sales are geographically concentrated in India, and any adverse
changes in the economic, legal, political, regulatory, public health, and other circumstances in India could disrupt
our sales activities and reduce our overall transaction volume, thereby affecting our business, financial condition,
results of operations, cash flows and prospects.
We derive our revenue from rendering of services in India only. We expect that India will continue to remain our most
significant market for the foreseeable future. Due to this geographical concentration, adverse changes in the economic,
legal, political, regulatory, public health and other circumstances in India could disrupt our sales activities and reduce
our overall transaction volumes, thereby affecting our business, financial condition, results of operations, cash flows
and prospects.
48. We rely on telecommunications and information technology systems, networks and infrastructure to operate our
business and any interruption or breakdown in such systems, networks or infrastructure or our technical systems
could impair our ability to effectively operate our platforms or provide our products and services.
Our business could be impacted by the failure of telecommunications network operators to provide us with the requisite
bandwidth which could also interfere with the speed and availability of our platforms and payment acceptance devices,
as well as by breakdowns at the level of our internet service providers. Disruptions or instabilities in
telecommunications networks, our platforms, servers and databases as well as the functioning of internet service
providers could lead to dissatisfaction and damage our reputation, which may have an adverse impact on our business,
financial condition, results of operations, cash flows and prospects.
In addition, to perform reliably, the fixed telecommunications networks and internet infrastructure of internet service
providers in India, and in any other locations that we may operate in, require maintenance and periodic upgrading of
the appropriate networks and infrastructure which are beyond our control. According to the Redseer Report, limited
internet connectivity, smartphone penetration, and digital literacy in Tier2+ cities continue to constrain broader
81adoption of digital payments. Our success will depend upon third parties maintaining and improving internet
infrastructure to provide a reliable network with adequate speed and data capacity and telecommunication networks
with good quality of services and lower congestion. While we have not encountered any material interruption or
breakdown in telecommunications and information technology systems, networks or infrastructure in the six months
period ended September 30, 2025 and 2024 and Fiscal Years 2025, 2024 and 2023, any failure to perform reliably as
a result of the foregoing may have an adverse effect on our business, financial condition, results of operations, cash
flows and prospects.
49. We may not be able to obtain financing on favourable terms or at all.
As on the date of this Updated Draft Red Herring Prospectus – I, our Company and Subsidiaries have sanctioned
borrowings which are in the nature of inter alia working capital facilities, bank guarantees and letter of credit facilities,
which are unsecured and may be recalled at any time. We may require additional cash resources due to future growth
and development of our business, including any investments or acquisitions we may decide to pursue. If our cash
resources are insufficient to satisfy our cash requirements, we may seek to issue additional equity or debt securities.
Our ability to obtain external financing in the future is subject to a variety of uncertainties. These filing and approval
procedures will take time, which may result in our missing the best market windows for debt or equity issuances in
the future. In addition, incurring indebtedness could subject us to increased debt service obligations and could result
in operating and financial covenants that could restrict our operations. Our ability to access international capital and
lending markets may be restricted at a time when we would like, or need, to do so, especially during times of increased
volatility and reduced liquidity in global financial markets and stock markets, including due to policy changes and
regulatory restrictions, which could limit our ability to raise funds. While our Company and our securities do not have
credit ratings, we or they may have credit ratings in the future. If such credit ratings in the future are not favourable or
are downgraded, it may adversely affect our borrowing costs, price of the Equity Shares and access to the debt capital
markets. There can be no assurance that financing will be available in a timely manner or in amounts or on terms
acceptable to us, or at all. Any failure to raise needed funds on terms favourable to us, or at all, may impact our liquidity
as well as have a material adverse effect on our business, financial condition, results of operations, cash flows and
prospects. For further details, see section titled “Financial Indebtedness” on page 384.
50. Certain sections of this Updated Draft Red Herring Prospectus – I contain information from the Redseer Report
which has been exclusively commissioned and paid for by us in relation to the Offer and any reliance on such
information for making an investment decision in this Offer is subject to inherent risks.
Pursuant to being engaged by us via an engagement letter dated March 31, 2025, Redseer Strategy Consultants Private
Limited, an independent third-party agency, prepared a report on the industry, “Democratising Access to Digital
Economy” dated January 13, 2026 (the “Redseer Report”), which has been exclusively commissioned and paid for
by us. The Redseer Report will be made available on the website of our Company upon filing of the Updated Draft
Red Herring Prospectus-I until the Bid/Offer Closing Date. Certain sections of this Updated Draft Red Herring
Prospectus – I include information based on, or derived from, the Redseer Report or extracts thereof. There are no
parts, data or information (which may be relevant for the Offer) that have been left out or changed in any manner.
Accordingly, any information in this Updated Draft Red Herring Prospectus – I derived from, or based on, the Redseer
Report should be read taking into consideration the foregoing. The Redseer Report uses certain methodologies for
market sizing and forecasting and may include numbers relating to our Company that differ from those we record
internally. Industry sources and publications are also prepared based on information as of specific dates and may no
longer be current or reflect current trends. Industry sources and publications may also base their information on
estimates, projections, forecasts, and assumptions that may prove to be incorrect. The Redseer Report is subject to
various limitations and based upon certain assumptions that are subjective in nature. Neither our Company, nor the
Directors, Promoters or the BRLMs are a “related party” or otherwise related to Redseer. Statements from third parties
that involve estimates are subject to change, and actual amounts may differ materially from those included in this
Updated Draft Red Herring Prospectus – I. The Redseer Report is not a recommendation to invest or disinvest in any
company covered in the Redseer Report.
Accordingly, prospective investors should not place undue reliance on or base their investment decision solely on this
information. You should consult your own advisors and undertake an independent assessment of information in this
Updated Draft Red Herring Prospectus – I based on, or derived from, the Redseer Report before making any investment
decision regarding the Offer.
51. We may be unable to renew our existing leases/ coworking spaces or secure renewals for our existing premises.
Our Registered and Corporate Office and our other premises across the country are located on properties which are
held on leasehold basis, pursuant to lease agreement, leave and license agreements and also in certain cases, coworking
space arrangements. For more details on our properties, see “Our Business – Properties and Facilities” on page 231.
82Typically, the term of our arrangements ranges from four months to five years or until termination in writing by either
party, and while we renew these agreements and deeds periodically in the ordinary course of business, in the event
that these existing arrangements are terminated or they are not renewed on commercially acceptable terms, we may
suffer a disruption in our operations. Specifically, our Registered and Corporate Office is held on a leasehold basis,
pursuant to a lease arrangement, which is valid until August 14, 2026, which the Company is in the process of renewing
until 2031. If alternative premises are not available at the same or similar costs, sizes or locations, our business,
financial condition, results of operations, cash flows and prospects may be adversely affected. Further, any regulatory
non-compliance by the landlords/ co-working space provider or adverse development relating to the landlords’ title or
ownership rights to such properties, including as a result of any non-compliance by the landlords/ co-working space
provider, may entail disruptions to our operations, especially if we are forced to vacate spaces following any such
developments, and expose us to reputational risks. In addition, lease agreements are required to be duly registered and
adequately stamped under Indian law and if any of our lease agreements or other agreements entered into by us, are
not duly registered and adequately stamped in the future, we may face challenges in enforcing them and they may be
inadmissible as evidence in a court in India along with the requisite stamp duty prescribed under applicable Indian law
being paid. If our business does not increase in line with our rent and costs, including setup and interior design costs,
our profitability, cash flows and results of operations could be adversely affected.
52. Our online marketing services or listings may constitute internet advertisements, which subjects us to laws, rules
and regulations applicable to advertising.
Indian and international advertising laws, rules and regulations require advertisers, advertising operators and
advertising distributors to ensure that the content of the advertisements they prepare or distribute is fair and accurate
and is in full compliance with applicable law. These regulations, among others, may prohibit the advertising of services
like virtual currency offerings, which in turn may place limits on how our ads are displayed and the due diligence we
may be required to undergo prior to allowing ads to be displayed on our platforms.
For instance, our revenues from advertising and payment aggregator/ gateway services associated with such platforms
were discontinued with effect from August 22, 2025 following the enactment of the Online Gaming Act. We cannot
guarantee that enforcement guidelines or rules under the Online Gaming Act or other similar legislations may not be
enacted in the future.
We adopt practices such as incorporating comprehensive contractual safeguards with our direct partners and agencies
involved in promotional and marketing activities, including (a) requiring representations and warranties on compliance
from partners obligating them to ensure their conduct and materials comply with applicable laws, regulations, and
industry standards such as those issued by the Advertising Standards Council of India (ASCI); (b) implementing strict
content controls through communication with partners to prevent violation of third-party intellectual property rights
or the inclusion of false, misleading, deceptive, illegal, or objectionable material; and (c) reserving an absolute right
to refuse publication, display, or hosting of any material deemed objectionable, technically inadequate, or misaligned
with brand and platform standards.
Additionally, final screening decisions regarding campaign content are routed through and confirmed by the
Company’s central ads team. Nevertheless, we cannot guarantee that these ads will always be compliant and as a
consequence violation of these laws, rules or regulations may result in penalties, including fines, confiscation of
advertising costs, orders to cease dissemination of the advertisements and orders to publish corrective information.
Complying with these requirements and any penalties or fines for any failure to comply may significantly reduce the
attractiveness of our platforms and increase our costs and could have an adverse effect on our business, financial
condition, results of operations, cash flows and prospects.
In addition, for advertising content related to specific types of services, advertisers, advertising operators and
advertising distributors must confirm that the advertisers have obtained the requisite government approvals, including
the advertiser’s operating qualifications, proof of quality inspection of the advertised services, and, with respect to
certain industries, government approval of the content of the advertisement and filing with the local authorities.
Pursuant to the Information Technology Act, 2000, as amended, read with the Information Technology (Intermediary
Guidelines and Digital Media Ethics Code) Rules, 2021 (“Intermediary Guidelines”), as amended, to ensure that we
are not liable for third-party content displayed on our platforms, such as reviews posted by customers, third-party
advertisements or links to third-party applications (“Safe Harbor Protection”), we are required to ensure that we do
not initiate any transmission, select the recipient of any transmission and modify the information contained in any
transmission. In addition, we are also required to observe due diligence when discharging our obligations and comply
with a host of compliances under the Intermediary Guidelines. While we strive to ensure compliance with these
83requirements, this requires considerable resources and time, and could significantly affect the operation of our
business, while at the same time also exposing us to increased liability under the relevant laws, rules and regulations,
and we cannot guarantee that we will be eligible for Safe Harbor Protection at all times. The costs associated with
complying with these laws, rules and regulations, including any penalties or fines for our failure to comply if required,
could have a material adverse effect on our business, financial condition, results of operations, cash flows and
prospects. Any further change in the classification of our online marketing services by the Indian government may
also significantly disrupt our operations and materially and adversely affect our business, financial condition, results
of operations, cash flows and prospects.
53. A significant portion of our asset base includes computers, property improvements, goodwill, other intangible assets
and others which could be subject to impairment.
We have acquired, and may continue to acquire, tangible assets such as computers and make property improvements,
and we may not realise all the economic benefit from those acquisitions, which could cause an impairment of goodwill,
tangible or intangible assets. Some of our intangible assets along with goodwill were transferred to us through business
combinations. We assess whether there are any indicators of impairment for all non-financial assets including property,
plant and equipment, capital work-in-progress and other intangible assets at each reporting date. Goodwill is tested for
impairment annually and at other times when such indicators exist. Where the carrying amount of an asset or cash-
generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable
amount. While we have not experienced any instances of significant impairment to such assets in the six months period
ended September 30, 2025 and 2024 and Fiscal Years 2025, 2024 and 2023, we may consider impairing our tangible
or intangible assets including goodwill, to the extent that the economic benefits associated with our acquisitions or
purchases diminish in future. The following table provides the net book value of certain assets as of the dates indicated:
(All amounts in ₹ million)
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Computers 16,303.54 20,641.55 17,693.23 19,994.15 16,352.52
Leasehold improvements 15.75 27.83 21.81 33.89 6.25
Others (1) 136.48 107.92 117.42 104.43 103.08
Goodwill 10,587.84 10,587.84 10,587.84 10,587.84 10,587.84
Other intangible assets(2) 69.39 1,660.31 174.63 2,275.64 1,209.56
Notes:
(1) Others include office equipment, furniture and fixtures and electrical installations.
(2) During Fiscal Year 2024, the Group acquired and recorded an intangible asset for ₹2,136.00 million to be amortised over useful life of three
years. During the Fiscal Year 2025, we have re-evaluated the useful life of this asset as sixteen months. Accordingly, the Group has recorded
an accelerated amortisation charge, amounting to ₹1,166.96 million during the Fiscal Year 2025.
54. We are subject to risks associated with exchange rate fluctuations, which can adversely affect our net profit, finance
costs and margins.
Although our reporting currency is the Indian Rupee, we have financial assets and liabilities denominated in other
currencies, including the U.S Dollar, Euro, United Arab Emirates Dirham, and Singapore Dollar, and we plan to further
expand sales of our products and services into international markets. We also incur expenses in other currencies such
as the U.S. Dollar, as certain of our suppliers are located outside of India. As such, a portion of our assets, liabilities
and expenses are denominated in foreign currencies, subjecting us to risks stemming from fluctuations in currency
exchange rates. Any appreciation of the Indian Rupee would reduce the revenue received from exports of goods and
services, while any depreciation of the Indian Rupee would increase the cost of our offshore supplies. These
fluctuations can affect our net profit, finance costs and margins.
The table below sets forth our Foreign exchange gain(net), Foreign exchange loss (net), and as a percentage of revenue
from operations for the periods/fiscal years indicated.
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Foreign exchange gain (net) (A) - 0.21 59.66 1,507.82 -
Foreign exchange loss (net) (B) 13.55 - - - 946.42
Total Foreign exchange gain/ (loss) (13.55) 0.21 59.66 1,507.82 (946.42)
(net) (C=A-B)
Revenue from operations (D) 39,184.69 32,075.16 71,148.58 50,641.33 29,142.87
84Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Foreign exchange gain/ (loss) (net) (0.03)% 0.00% 0.08% 2.98% (3.25)%
as a percentage of revenue from
operations (C/D*100) (%)
Our foreign exchange gain/loss (net) and as a percentage of revenue from operations for the periods/fiscal years
indicated above were solely attributable to currency movements. To date, we do not have a hedging policy and have
not entered into any hedging transactions in an effort to reduce our exposure to foreign currency risk. While we may
decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited.
In addition, the policies of the RBI may change from time to time, which may limit our ability to effectively hedge our
foreign currency exposures and may have an adverse effect on our business, financial condition, results of operations,
cash flows and prospects. Exchange rate fluctuations can also affect the Indian Rupee value of our monetary assets
and liabilities denominated in foreign currencies irrespective of operating results, which could have an adverse impact
on the value of our Equity Shares.
55. Any difficulties in identifying, consummating and integrating acquisitions, investments or alliances may expose us
to potential risks and have an adverse effect on our business, financial condition and results of operations and
deprive of any anticipated benefits from such relationships.
We may in the future enter into strategic alliances, including joint ventures or minority equity investments, with various
third parties to further our business purpose from time to time. These investments could subject us to a number of
risks, including risks associated with sharing proprietary information with and non-performance by third parties and
risks of conflict or disputes with these third parties, as well as increases in expenses in establishing new strategic
alliances, any of which may materially and adversely affect our business. We may have limited ability to monitor or
control the actions of these third parties and, to the extent any of these third parties suffers negative publicity or harm
to their reputation from events relating to their businesses, we may also suffer negative publicity or harm to our
reputation by virtue of our association with any such third-party.
We may also experience difficulties in integrating acquired businesses or partnerships with our network, whether due
to infrastructural, human capital or other management issues. Our acquisitions or alliances may not be successful, with
acquired businesses failing to meet our quality standards or otherwise, which could lead to adverse effects on our
reputation and business. There can be no assurance that our investments and acquisitions will achieve their anticipated
benefits. In the event that any of the above risks or any other incidental risks should materialise, our business, financial
condition, results of operations, cash flows and prospects may be adversely affected.
In addition, if appropriate opportunities arise, we may acquire additional assets, products, technologies, or businesses
that are complementary to our existing business. Proposed acquisitions may be subject to the receipt of regulatory
approvals and the completion of conditions precedent to the closing of such acquisitions, which may not be fulfilled
in a timely manner or at all and could result in delays and costs, and may derail our business strategy if we fail to do
so. Moreover, the costs of identifying and consummating acquisitions may be significant. Furthermore, past and future
acquisitions and the subsequent integration of new assets and businesses into our own require significant attention
from our management and could result in a diversion of resources from our existing business, which in turn could have
an adverse effect on our operations. Acquisitions could result in the use of substantial amounts of cash, potentially
dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortisation
expenses for other intangible assets, and exposure to potential unknown defects of the acquired assets or liabilities of
the acquired business. Any acquired business may be involved in legal proceedings originating from historical periods
prior to the acquisition, and we may not be indemnified, fully or at all, for any damage to us resulting from such legal
proceedings, which could materially and adversely affect our financial condition, results of operations and cash flows.
While we have not experienced material adverse effect to our business in relation to strategic alliances, joint ventures,
acquisitions or divestitures and have not experienced any significant impairment of goodwill in the six months period
ended September 30, 2025 and 2024 and Fiscal Years 2025, 2024 and 2023, any such incidents in the future will
materially and adversely affect our financial condition, results of operations and cash flows. We may also enter into
strategic alliances and partnerships with third parties to expand our suite of offerings or expand into new geographic
regions. While we do not have any material strategic or financial partners as of the date of this Updated Draft Red
Herring Prospectus – I, no assurance can be provided that we will be able to agree on the appropriate commercial terms
governing any future alliances or partnerships. Certain arrangements with strategic partners may require exclusivity
commitments, which could prohibit us from working with identified competitors or with businesses operating in the
same industries as our strategic partners, or revenue sharing commitments which may require us to share revenue with
our strategic partners.
8556. We track certain metrics and non-GAAP measures with internal systems and tools. Certain of these metrics are
subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely
affect our business and reputation.
Certain of our metrics, including LTD Registered User Base, Yearly Active Users, Monthly Active Users (MAU),
Daily Active Users (DAU), Yearly Active Customers (YAC), Monthly Active Customers (MAC), Daily Active
Customers (DAC), Customer Transactions, Customer TPV, LTD Registered Merchant Base, Monthly Active
Merchants (MAM), Daily Active Merchants (DAM), Merchant Transactions and Merchant TPV, as well as non-GAAP
measures, presented in this Updated Draft Red Herring Prospectus – I are internally prepared measures that are not
independently verified by any third-party. In addition, these non-GAAP measures or metrics may not be comparable
to similarly titled measures published by third parties due to differences in the methodologies or assumptions that are
applied during their preparation. Our systems and methodologies for tracking these non-GAAP measures and metrics
may change over time, which could cause the non-GAAP measures and metrics that we publicly disclose to no longer
be comparable to previously disclosed data. If the internal systems and tools we use to track these non-GAAP measures
and metrics under count or over count performance or contain algorithmic or other technical errors, the data we report
in future may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our
non-GAAP measures and metrics for the applicable period of measurement, there are inherent challenges in measuring
how our platform is used across large populations. Limitations or errors with respect to how we measure data or with
respect to the data that we measure may affect our understanding of certain details of our business, which could affect
our long-term strategies. If our metrics are not accurate representations of our business, if investors do not perceive
our metrics to be accurate or if we discover material inaccuracies with respect to these figures, we expect that our
business, financial condition, results of operations, cash flows and prospects could be adversely affected.
Non-GAAP measures presented in this Updated Draft Red Herring Prospectus – I, such as EBITDA, EBIT, Adjusted
EBITDA, Adjusted EBITDA Margin, Adjusted EBIT, Adjusted EBIT Margin, Profit/ (loss) Margin, Adjusted profit/
(loss), Adjusted profit/ (loss) Margin, Free cash generated/ (used), Bank balances and Investments, Net-worth, Return
on Net worth, Net Asset Value per equity share, Total revenue from payment services and Adjusted employee benefits
expense are supplemental measure of our performance and liquidity that is not required by, or presented in accordance
with, Indian accounting standard (“Ind AS”), Indian GAAP, international financial reporting standards (“IFRS”) or
United States generally accepted accounting principles (“U.S. GAAP”). Further, these measures are not a measurement
of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS or U.S. GAAP and should not be
considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the year or any other measure of
financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated
by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or U.S. GAAP.
Although these non-GAAP measures are not a measure of performance calculated in accordance with applicable
accounting standards, our management believes that they are useful to an investor in evaluating us, as these measures
are widely used to evaluate an entity’s operating performance. In addition, these are not standardised terms, hence a
direct comparison of these measures between companies may not be possible. Other companies may calculate these
measures differently from us, limiting their usefulness as a comparative measure.
57. Any deficiencies identified in the implementation and maintenance of effective internal controls over financial
reporting or internal financial controls could adversely affect the timeliness and accuracy of our financial reporting
and the orderly and efficient conduct of our business.
Despite our efforts, there is a risk that our internal controls over financial reporting or our internal financial controls
in the future may not be effective in providing reasonable assurance regarding the reliability of our financial reporting,
the preparation of financial statements for external purposes in accordance with applicable accounting principles and
the orderly and efficient conduct of our business. While there has been no identified significant deficiencies or material
weaknesses in our internal controls in the six months period ended September 30, 2025 and 2024 and Fiscal Year
2025, 2024 and 2023, deficiencies in our internal controls could occur in the future. Any failure to implement or
maintain effective internal controls, or the identification of significant deficiencies or material weaknesses in our
internal controls, could result in errors in our financial statements, delays in their preparation and publication, and
potential restatements of prior period financial information. This could negatively impact investor confidence in our
company, lead to a decline in the price of our equity shares, and subject us to regulatory scrutiny and potential penalties.
Furthermore, the costs associated with remediating any identified deficiencies could be substantial and could adversely
affect our financial condition, results of operations and cash flows.
58. The valuation reports obtained for acquisitions or divestments of business/undertakings, mergers, amalgamations,
any revaluations of assets, etc. in the last 10 years are based on various assumptions and may not be indicative of
the true value of the subject matter to which they relate.
86We have entered into several acquisitions or divestments of business/undertakings, mergers and amalgamations in the
last 10 years, and have obtained valuation reports in connection with certain of these transactions. For more details,
see “History and Certain Corporate Matters” on page 252. These valuation reports will be made available for public
inspection, as material documents available for inspection. See “Material Contracts and Documents for Inspection –
Material Documents” on page 537. The valuations are subject to certain assumptions made and conclusions derived
which may turn out to be inaccurate or incomplete, which may affect the valuation of the subject matter of such reports.
The valuations are an estimate and not a guarantee, and they are fully dependent upon the accuracy of the assumptions
contained in each report. Further, each valuer has evaluated the suitability of certain methodologies and has followed
a particular methodology to arrive at the valuation. There is no assurance that other methodologies would not have
resulted in a different valuation. The valuation reports do not confer rights or remedies upon investors or any other
person, and do not constitute and should not be construed as any form of assurance as to our financial condition or
future performance or as to any other forward-looking statements included therein, including those relating to macro-
economic factors. Additionally, the price at which we may be able to sell any of the subject matter of such valuation
reports in the future may be different from the initial acquisition value of such entities. While there has been no material
impact on our Company’s operations and financial performance based on these valuation reports in the past, however,
we cannot assure you that other valuers would arrive at the same valuations. Accordingly, investors should not rely
solely on the valuation reports in making an investment decision to subscribe to or purchase Equity Shares in the Offer.
59. If a United States person is treated as owning at least 10% of our stock, such person may be subject to adverse
United States federal income tax consequences.
A corporation not incorporated under the laws of the United States or any state or locality thereof (a “non-U.S.
corporation”) generally is considered a controlled foreign corporation (a “CFC”) if “United States shareholders” (as
defined below) own directly, indirectly or constructively, in the aggregate, more than 50% of (i) the total combined
voting power of all classes of voting stock of such corporation or (ii) the total value of the stock of such corporation.
A United States person is a “United States shareholder” of a non-U.S. corporation if it owns directly, indirectly or
constructively at least 10% of (i) the total combined voting power of all classes of voting stock of such corporation or
(ii) the total value of all classes of stock of such corporation. We currently expect to be a CFC this year, and we may
continue to be treated as a CFC in the future.
If we are a CFC, a United States shareholder with respect to our stock generally will be required to report annually
and include in its United States taxable income its pro rata share of our “Subpart F income,” “global intangible low-
taxed income” (renamed “net CFC tested income” for taxable years beginning after December 31, 2025, pursuant to
the One Big Beautiful Bill Act of 2025), and our investments in United States property regardless of whether we
actually make any distributions. An individual that is a United States shareholder with respect to a CFC generally
would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder
that is a corporation. In addition, a United States shareholder of a CFC is subject to certain information reporting
requirements with respect to such CFC and substantial penalties may be imposed for noncompliance. We cannot
provide any assurances that we will assist any United States investor in determining our status as a CFC (or such
investor’s status as a United States shareholder with respect to our stock) or that we will furnish to any United States
shareholder information that may be necessary to comply with the reporting and tax paying obligations with respect
to CFCs. United States investors in our Equity Shares are strongly encouraged to consult their own tax advisors
regarding the potential application of these rules to us and the ownership of our Equity Shares.
60. United States investors in Equity Shares may suffer adverse tax consequences if we are classified as a “passive
foreign investment company.”
A non-U.S. corporation generally will be a passive foreign investment company (“PFIC”) for any taxable year if either
(i) at least 75% of its gross income is passive income or (ii) at least 50% of its assets (determined based on a quarterly
average) are held for the production of, or produce, passive income (such test described in clause (ii), the “Asset
Test”). Passive income generally includes, among other things, dividends, interest, rents and royalties (other than rents
or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. In
making this determination, the non-U.S. corporation is treated as earning its proportionate share of any income and
owning its proportionate share of any assets of any corporation in which it holds, directly or indirectly, a 25% or greater
interest by value of the stock. In the case of a non-U.S. corporation that is a CFC (for this purpose, determined without
applying the constructive ownership rules on stock actually owned by non-United States persons) that is not treated as
“publicly traded” for purposes of the PFIC rules, the Asset Test is measured based on the adjusted tax bases of the
CFC’s assets (determined under United States federal income tax principles). For such purpose, stock traded on an
exchange that is not registered with the United States Securities and Exchange Commission generally is considered
publicly traded only if such stock is traded on an exchange identified by the Secretary of the United States Treasury
as having rules adequate to carry out the purposes of the PFIC rules. The Secretary of the United States Treasury has
not identified any such exchanges to date. Accordingly, our stock may not be treated as publicly traded for this purpose.
87Based on the current and anticipated composition of our and our subsidiaries, income, assets, structure and operations
and certain factual assumptions, we do not expect to be treated as a PFIC for the current taxable year or in the
foreseeable future. However, whether we are treated as a PFIC is a factual determination that is made on an annual
basis after the close of each taxable year. This determination will depend on, among other things, the ownership and
the composition of our income and assets, our status as a CFC, and the value of our assets, from time to time. Moreover,
the application of the PFIC rules is unclear in certain respects. The IRS or a court may disagree with our determinations.
Therefore, there can be no assurance that we will not be a PFIC for any taxable year.
If we are a PFIC for any taxable year during which a United States investor holds our Equity Shares, certain adverse
United States federal income tax consequences could apply to such investor. Prospective investors should consult their
tax advisors regarding the potential application of the PFIC rules to them.
61. We have entered into, and will continue to enter into, related party transactions that may potentially involve conflicts
of interest and may be subject to additional approvals and compliances under applicable law.
In the ordinary course of our business, we enter into and will continue to enter into transactions with related parties.
For more details regarding our related party transactions, see “Offer Document Summary - Summary of related party
transactions” on page 19.
While we believe that such related party transactions are conducted on an arm’s length basis in accordance with the
Companies Act and other applicable regulations, there can be no assurance that we could not have achieved more
favourable terms if such transactions had not been entered into with related parties. Furthermore, it is likely that we
will continue to enter into related party transactions in the future. All such related party transactions that we may enter
into post-listing, will be subject to our Board or Shareholder approval, as necessary under the Companies Act and the
SEBI Listing Regulations. There can be no assurance that such approvals will be issued to us in a timely manner, or
at all. If we do not receive such approvals in a timely manner, or at all, certain transactions which may be favourable
to us may not be executed. We cannot assure you that these arrangements in the future, or any future related party
transactions that we may enter into, individually or in the aggregate, will not have an adverse effect on our business,
financial condition, results of operations, cash flows and prospects or will perform as expected. Further, any future
transactions with our related parties could potentially involve conflicts of interest that may be detrimental to our
Company. These conflicts of interest may lead to regulatory scrutiny, and it may impact our financial conditions,
results of operations and cash flows. There can be no assurance that we will be able to address such conflicts of interests
in the future.
62. We may receive complaints and negative feedback from merchants and customers that use the PhonePe Platform,
and any failure to effectively manage, resolve, and learn from such complaints could adversely affect our brand,
user trust, and our business, financial condition, results of operations and prospects.
We receive complaints and negative feedback from customers and merchants in the ordinary course of business. Such
complaints and negative feedback, whether or not justified, may adversely affect our brand and reputation, require
increased management time and resources for investigation and resolution and lead to observations being noted by our
regulators during periodic audits. We accept customer queries and information requests related to transactions through
our app or IVR, most of which are resolved through our automated systems. In cases where a customer is not satisfied
with the response or resolution provided, they may register a complaint or grievance (“Complaints”) with us for
further review and action. The following table sets forth details of Complaints received by the Company from
customers and merchants in the periods/fiscal years indicated:
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
No. of complaints received 3,692 3,095 5,754 3,000 3,552
We receive complaints and negative feedback for a range of reasons. For example, in the past we have received
complaints relating to alleged service failures, payment delays, account administration matters, fulfilment delays (for
example in bill payment), payment device-related issues and other types of customer or merchant dissatisfaction. For
example, we received a complaint that a merchant had not received ₹73,800 in their bank account with respect to
transactions processed on the PhonePe Platform for a particular day. To resolve the issue, we conducted investigations
with our remitter bank and the merchant’s beneficiary bank and identified that the beneficiary bank had reversed the
settlement money back to us and failed to notify us of the reversal of payment. We updated the settlement status in our
system and reinitiated the credit/settlement to the merchant while the issue was resolved between us, the merchant and
the remitter and beneficiary banks.
88While we endeavour to resolve complaints and negative feedback in a prompt manner, there have been, and may in
the future be occasional delays in responding to customer and merchant complaints. These delays have and may in the
future be due to, among other things, time required to communicate with and resolve disputes with third-party banks,
billers, insurers, lenders, service providers and the NPCI, time required for customers or merchants to provide
additional documents or information that we need to resolve the matter in question, and time required to conduct field
visits for Payment Device servicing and replacements. Further, unresolved or recurring issues can erode brand equity
and user trust, reduce engagement and transaction volumes, adversely affect partner relationships, and hamper our
ability to attract and retain consumers and merchants. While our business, reputation, results of operations, and
financial condition have not been materially and adversely affected by customer and merchant complaints in the six
months period ended September 30, 2025 and the last three Fiscal Years, if we are unable to effectively manage and
resolve complaints and negative feedback, enhance our controls and service quality, or coordinate timely resolution
with ecosystem partners, our business, financial condition, results of operations, cash flows and prospects could be
materially and adversely affected.
External Risks
63. Political, macroeconomic, demographic or other factors that are beyond our control could adversely affect
economic conditions in India and globally, which could materially and adversely affect our business, financial
condition, results of operations, cash flows and prospects.
Our Company is incorporated in India, and we derive our revenue from rendering of services in India only and
substantially all of our non-current operating assets are domiciled in India. Consequently, our performance and the
market price of the Equity Shares may be affected by interest rates, government policies, taxation, and other social,
political and economic developments affecting India. The Indian economy differs from the economies of most
developed countries in many respects, including the degree of government involvement, level of development, growth
rate, control of foreign exchange and allocation of resources. While the Indian economy has experienced significant
growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy.
The Indian government has implemented various measures to encourage economic growth and guide the allocation of
resources. Some of these measures may benefit the overall Indian economy but may have a negative effect on us. In
addition, political instability, armed aggression, armed conflicts, acts of violence, civil unrest, terrorism in India,
between Russia and Ukraine, in the Middle East, between Israel and Iran or elsewhere globally or regionally, including
in India’s various neighbouring countries. In particular, any deterioration in relations between India and its
neighbouring countries (such as Pakistan), including as a result of the April 2025 attack in Pahalgam, Jammu and
Kashmir, may directly affect our or our business partners’ business, result in investor concern about stability in the
region and have an adverse effect on the Indian economy, and our financial condition, results of operations, cash flows
and prospects.
Our business results depend on a number of general macroeconomic and demographic factors in India which are
beyond our control. In particular, our revenue and profitability are strongly correlated to consumer discretionary
spending, which is influenced by general economic conditions, unemployment levels, the availability of discretionary
income and consumer confidence. Recessionary economic cycles, a protracted economic slowdown, a worsening
economy, increased unemployment, rising interest rates or other industry-wide cost pressures could also affect user
behaviour and lead to a decline in our sales, business and earnings.
Factors that may adversely affect the Indian economy, and hence our results of operations and cash flows, may also
include:
o the macroeconomic climate, including any increase in Indian interest rates;
o any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert or repatriate
currency, export assets or increase in the interest rates;
o any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in India and scarcity of
financing for our expansions;
o financial instability in other parts of the world that affect the Indian financial markets;
o trade war between large economies that lead to increased risk aversion and volatility in global capital markets and consequently
have an impact on the Indian economy;
o prevailing regional or global economic conditions, including in India’s principal export markets;
o other significant regulatory or economic developments in or affecting India or its consumption sector;
89o international business practices that may conflict with other customs or legal requirements to which we are subject, including
anti-bribery and anti-corruption laws;
o protectionist and other adverse public policies, including local content requirements, import or export tariffs, increased
regulations or capital investment requirements, including the import restrictions and tariffs of import of goods from India,
currently in the process of being imposed by the Government of the United States;
o pandemics, epidemics or any other public health emergency in India or in countries in the region or globally;
o fires, natural disasters (such as typhoons, flooding and earthquakes) and/or severe weather or any act of God and its consequent
impact on public and economy;
o changes in India’s tax, trade, fiscal or monetary policies, such as the application of GST;
o a decline in India’s foreign exchange reserves which may affect liquidity in the Indian economy;
o macroeconomic factors and central bank regulation, including in relation to interest rates movements which may in turn
adversely impact our access to capital and lead to high borrowing costs; and
o being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and difficulty enforcing
contractual agreements or judgments in foreign legal systems or incurring additional costs to do so.
o Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely
affect our business, financial condition, results of operations, cash flows and prospects and the price of the Equity Shares.
64. Financial instability in other countries may cause increased volatility in Indian financial markets.
Our Company is incorporated in India, and currently we derive our revenue from rendering of services in India only
and substantially all of our non-current operating assets are domiciled in India. The Indian market and the Indian
economy are influenced by economic and market conditions in other countries, including conditions in the United
States, Europe and certain emerging economies in Asia, and India’s relationship with these geographies. For example,
China is one of India’s major trading partners and there are rising concerns of a possible slowdown in the Chinese
economy, which could have an adverse impact on the trade relations between the two countries. In particular, tariff
and trade measures imposed by the United States and other countries could adversely impact the global and Indian
economy, and in turn have an adverse effect on our business, results of operations, financial condition and cash flows.
The sovereign rating downgrades for the United States, France, Brazil and Russia (and the imposition of sanctions on
Russia) have also added to the growth risks for these markets. These factors may also result in a slowdown in India’s
export growth. In response to such developments, legislators and financial regulators in the United States and other
jurisdictions, including India, implemented a number of policy measures designed to add stability to the financial
markets.
While economic conditions are different in each country, investors’ reactions to developments in one country can have
adverse effects on the securities of companies in other countries, including India. The global credit and equity markets
have from time to time, experienced substantial dislocations, liquidity disruptions and market corrections. In response
to such developments, legislators and financial regulators in the U.S. and other jurisdictions, including India, may
implement a number of policy measures designed to add stability to the financial markets. However, the overall impact
of these and other legislative and regulatory efforts on the global financial markets is uncertain, and they may not have
the intended stabilising effects. In the event that the current difficult conditions in the global credit markets continue
or if there is any significant financial disruption, such conditions could have an adverse effect on our business, future
financial performance and the trading price of our Equity Shares.
65. If inflation rises in India, increased costs may result in a decline in profits.
Inflation rates could be volatile, and we may face high inflation in the future, similar to what India had witnessed in
the past. Increasing inflation in India can contribute to an increase in interest rates and increased costs to our business,
including increased costs of transportation, salaries, and other expenses relevant to our business, which may adversely
affect our business and financial condition. High fluctuations in inflation rates may make it more difficult for us to
accurately estimate or control our costs. Any increase in inflation in India can increase our operating expenses, which
we may not be able to pass on to consumers, whether entirely or in part, and the same may adversely affect our
business, financial condition, results of operations, cash flows and prospects. Further, high inflation leading to higher
interest rates may also lead to a slowdown in the economy and adversely impact credit growth. If we are unable to
increase our revenues sufficiently to offset our increased costs due to inflation, it could have an adverse effect on our
business, prospects, financial condition, results of operations and cash flows. While the GoI has previously initiated
economic measures to combat high inflation rates, it is unclear whether these measures will remain in effect, and there
90can be no assurance that Indian inflation levels will not rise in the future. Any increase in inflation will have an impact
on our costs, results of operations, cash flows and financial condition.
66. Changing regulations in India could lead to new compliance requirements that are uncertain.
The regulatory and policy environment in which we operate is evolving and is subject to change. The GoI may
implement new laws or other regulations and policies that could affect fintech in general, which could lead to new
compliance requirements, including requiring us to obtain approvals and licenses from the Government and other
regulatory bodies, or impose onerous requirements.
For instance, the GoI notified (a) the Code on Wages, 2019 (“Wages Code”); (b) the Code on Social Security, 2020
(“Social Security Code”); (c) the Occupational Safety, Health and Working Conditions Code, 2020; and (d) the
Industrial Relations Code, 2020 which consolidate, subsume and replace numerous existing central labour legislations.
Certain portions of the Wages Code and Social Security Code have come into force upon notification by the Ministry
of Labour and Employment. The remainder of these codes shall come into force on the day that the Government shall
notify for this purpose. While we are yet to determine the impact of such laws on our business and operations, the
enforcement of these laws may restrict our ability to grow our business in the future, increase our expenses and could
lead to higher employee and labour costs, which in turn could adversely affect our business, financial condition, results
of operations and prospects.
Similarly, the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations,
2025 have recently been notified, which have inter alia, expanded the definition of “unpublished price sensitive
information” included in the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations
2015, as amended (“Insider Trading Regulations”).
From a regulatory perspective as well, the RBI has recently published the PA Master Directions, which amongst other
things, required us to intimate the RBI about our offline payment aggregator business. Apart from changes to the RBI’s
payments license regime, the RBI may also propose new requirements for certain service offerings that may impact
our services, such as the prohibition on the storage of card data the RBI had introduced in 2021 that significantly
affected industry participants and required them to transition to token based payment processing activities and
maximum thresholds of payments permissible under the UPI facilities that we provide. For instance, the Government
of India has recently notified the Online Gaming Act, which prohibits the offering, operation, facilitation,
advertisement, promotion and engaging in online money games through any computer resource, mobile device or the
internet.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law,
regulation or policy in the jurisdictions in which we operate, including by reason of an absence, or a limited body, of
administrative or judicial precedent may be time consuming as well as costly for us to resolve and may impact the
viability of our current business or restrict our ability to grow our business in the future. We may incur increased costs
and other burdens relating to compliance with such new requirements, which may also require significant management
time and other resources, and any failure to comply may adversely affect our business, results of operations, cash flows
and prospects. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in,
governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial
precedent may be time consuming as well as costly for us to resolve and may impact the viability of our current
businesses or restrict our ability to grow our businesses in the future.
67. We may be affected by competition law in India and any adverse application or interpretation of the Competition
Act, 2002 (“Competition Act”) could adversely affect our business and activities.
The Competition Act prohibits any anti-competition agreement or arrangement, understanding or action in concert
between enterprises, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on
competition in India. Any agreement among competitors which directly or indirectly involves the determination of
purchase or sale prices, limits or controls production, supply, markets, technical development, investment or provision
of services, shares the market or source of production or provision of services in any manner by way of allocation of
geographical area, type of goods or services or number of consumers in the relevant market or in any other similar
way or directly or indirectly results in bid-rigging or collusive bidding is presumed to have an appreciable adverse
effect on competition.
The Competition Act also prohibits abuse of a dominant position by any enterprise. The combination regulation
(merger control) provisions under the Competition Act require acquisitions of shares, voting rights, assets, control,
mergers, or amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily notified to,
and pre-approved by, the Competition Commission of India (“CCI”). Any breach of the provisions of Competition
91Act, may attract substantial monetary penalties. The Competition Act aims to, among other things, prohibit all
agreements and transactions that may have an appreciable adverse effect in India and has broad application.
Agreements entered into by us could fall within the purview of the Competition Act. Further, the CCI has extra-
territorial powers and can investigate any agreements, abusive conduct or combination occurring outside of India if
such agreement, conduct or combination has an appreciable adverse effect in India. We are not currently party to any
outstanding proceedings, nor have we ever received any notice in relation to non-compliance with the Competition
Act.
The applicability or interpretation of the Competition Act to any merger, amalgamation or acquisition proposed by us,
or any enforcement proceedings initiated by the CCI in future, or any adverse publicity that may be generated due to
scrutiny or prosecution by the CCI may affect our business, financial condition, results of operations and cash flows.
68. Changes in the taxation system in India could adversely affect our business.
The tax regulatory and policy environment in which we operate is evolving and is subject to change. The GoI may
amend existing tax laws or implement additional or new tax laws or other regulations and policies that could affect
our business and the financial services industry, which could lead to additional or new tax and compliance
requirements, including requiring us to obtain approvals and licenses from the GoI and other regulatory bodies, or
impose onerous requirements. Such requirements could increase our costs or otherwise adversely affect our business,
financial condition, cash flows, and results of operations. Further, the manner in which new requirements will be
enforced or interpreted can lead to uncertainty in our operations and could adversely affect our operations. Any changes
to such tax laws, including the instances mentioned below, may adversely affect our business, financial condition,
results of operations and prospects.
Income-tax
We have opted not to claim any specified deductions or exemptions and instead, elected to pay tax as per the lower
corporate tax rate (currently 22%, plus applicable surcharge and cess). Consequently, the provisions related to the
Minimum Alternate Tax (“MAT”) will not be applicable. Should there be any changes in tax laws or tax rates in the
future, we may be required to pay corporate tax at a different rate, as applicable, along with the relevant surcharge and
cess. Therefore, the potential impact of any changes in tax law or tax rates on our business, operations, or the industry
in which we operate remains uncertain.
Indian transfer-pricing regulations require that any international transaction involving foreign related parties (or
associated enterprises) be at an arm’s length price. Accordingly, we determine the pricing of any international
transactions involving foreign related parties on the basis of detailed functional and economic analysis involving
benchmarking against transactions among entities that are not under common control. If the income tax authorities
review any of our tax returns and determine that the transfer price for any international transactions involving foreign
related parties applied was not appropriate, we may incur increased tax liabilities, including accrued interest and
penalties. The GoI has also implemented provisions relating to general anti-avoidance rules (“GAAR”). GAAR
became effective from April 1, 2017. The tax consequences of the GAAR provisions being applied to an arrangement
may result in, among others, a denial of tax benefit to us and our business. In the absence of any precedents on the
subject, the application of these provisions is subjective. If the GAAR provisions are made applicable to us, it may
have an adverse tax impact on us. Further, if the tax costs associated with our transactions are greater than anticipated
because of a particular tax risk materialising on account of new tax regulations and policies, it could affect our
profitability from such transactions.
The Finance Minister of India introduced the Income-tax Bill, 2025 in February 2025 with the aim of replacing the
Income Tax Act, 1961, as amended. The Income-tax Act, 2025 (“New Act”) has now been enacted and received the
assent from the President of India assent in August 2025. The New Act consolidates and revises the law relating to
income tax, simplifying compliance, reducing litigation, and enhancing clarity and transparency for taxpayers. The
New Act is effective from April 1, 2026. The updated tax provisions in the New Act, including the rates, rules, or
regulations, along with related uncertainties in its implementation, may have a material adverse effect on our business,
financial condition, results of operations, cash flows, and prospects.
We are also exposed to future tax legislation, as well as the issuance of future regulations and changes in administrative
interpretations of existing tax laws, and changes in transfer pricing arrangements with our subsidiaries, any of which
can impact our or our subsidiaries current and future years’ tax provision. The effect of such changes in tax law,
changes in administrative interpretations of existing tax laws or changes in transfer pricing arrangements could also
have a material effect on our business, financial position and results of operations. Compliance with the New Act and
any other new tax rules, regulations, guidance and interpretations, including collecting information not regularly
92produced by us or unexpected changes in our estimates, may require us to incur additional costs and could affect our
results of operations.
Furthermore, we are subject to regular review and audit by both domestic and foreign tax authorities as well as subject
to the prospective and retrospective effects of changing tax regulations, legislation and interpretations. Although we
believe our tax estimates are reasonable, the ultimate tax outcome may materially differ from the tax amounts recorded
in our Restated Consolidated Financial Information and may materially affect our income tax provision, net income
or cash flows in the period or periods for which such determination and settlement is made.
Goods and Services Tax (GST)
With the introduction of the national Goods and Services Tax (“GST”) in 2017 in India, the indirect tax regime in
India has undergone a complete overhaul. The indirect taxes on goods and services, such as central excise duty, service
tax, central sales tax, state value added tax, surcharge and excise have been replaced by a unified tax regime of GST
with effect from July 1, 2017. The GST regime is continuously being reviewed by GOI and therefore is subject to
amendments or changes. Any changes to the GST rate or rules and regulations surrounding GST and the related
uncertainties with frequent changes may have a material adverse effect on our business, financial condition, results of
operations and prospects and also impose onerous compliance requirements.
Further, in order for us to utilise input credit under GST, the entire value chain has to be GST-compliant, including us.
While we are and will continue to adhere to the GST rules and regulations, there can be no assurance that our relevant
counterparties will do so. Any such failure may result in increased cost on account of non-compliance with the GST
and may adversely affect our business, financial condition, results of operations and prospects.
69. Changes in the taxation system outside India that could adversely affect our business.
We are subject to income taxes, other taxes and tax collection and reporting obligations in both India and the foreign
jurisdictions in which we currently operate or have historically operated. The determination of our worldwide provision
for income taxes and current and deferred tax assets and liabilities requires judgment and estimation.
The amount of taxes we pay in different jurisdictions outside India may depend on the application of the tax laws of
the various jurisdictions to our international business activities, tax rates of such jurisdiction, tax laws and policies,
and intercompany arrangements. The taxing authorities of the jurisdictions outside India in which we operate may
challenge our methodologies for pricing intercompany transactions pursuant to our intercompany arrangements or
disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge
or disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest
and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower
overall profitability of our operations.
In addition, we also may not have sufficient notice to enable us to build systems and adopt processes to properly
comply with new reporting or collection obligations by the effective date of those obligations. Legislatures and taxing
authorities in jurisdictions in which we operate may enact changes to or seek to enforce novel interpretations of their
tax rules. These changes could include modifications that have temporary effects and more permanent changes.
Changes in domestic and international tax rules and regulations could have a material effect on our effective tax rate.
70. Non-resident investors are subject to investment restrictions under Indian laws which limit our ability to attract
foreign investors, which may adversely impact the market price of our Equity Shares.
Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and residents
or between non-residents are permitted (subject to compliance with sectoral norms and certain other restrictions and
exceptions), if they comply with the valuation and reporting requirements specified by the RBI. If a transfer of shares
is not in compliance with such requirements and it falls under any of the specified exceptions, under the FEMA NDI
Rules then the RBI’s prior approval is required. For details, in relation to the restrictions under the FDI Policy
applicable to our Company, please see “Key Regulations and Policies” on page 235. In terms of Press Note 3 of 2020,
dated April 17, 2020, issued by the Department for Promotion of Industry and Internal Trade (“DPIIT”), as
consolidated in the FDI Policy with effect from October 15, 2020, all investments under the foreign direct investment
route by entities of a country which shares land border with India or where the beneficial owner of an investment into
India is situated in or is a citizen of any such country will require prior approval of the GoI. Further, in the event of
transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly,
resulting in the beneficial ownership falling within the aforesaid restriction and purview, such subsequent change in
the beneficial ownership will also require approval of the GoI. Any such approval(s) could be subject to the discretion
of the regulatory authorities. This may cause uncertainty and delays in our future investment plans and initiatives. We
93cannot assure you that any required approval from the relevant governmental agencies can be obtained on any
particular terms or at all. For further details, see “Restrictions on Foreign Ownership of Indian Securities” on page
513.
Further, in terms of notification dated June 14, 2021 issued by the RBI, new investors from FATF non-compliant
jurisdictions are not permitted to acquire, directly or indirectly, 20% or more of the voting power of any payment
system operators (“PSO”) or any entity seeking authorisation as a PSO. However, existing investors may continue
holding their investments in PSOs made prior to classification of their jurisdiction as FATF non-compliant and/or
bring in additional investments as per the extant regulations. As we currently hold key PSO authorisations, we will
accordingly be subject to the requirements of this notification, which may have an adverse effect on the ability of new
foreign investors from FATF non- compliant jurisdictions to, directly or indirectly, invest in us. Our ability to set up
other regulated businesses may also be subject to the requirements of this notification and have similar implications.
71. A downgrade in ratings of India, may affect the trading price of the Equity Shares.
Our borrowing costs and our access to the debt capital markets may depend in part on the credit ratings of India. India’s
sovereign rating has remained at Baa3 “stable” outlook by Moody’s and BBB- with a “stable” outlook by Fitch; and
BBB with a “stable” outlook by DBRS. India’s sovereign rating from S&P is BBB/A2 with a “positive” outlook. Any
adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may
adversely impact our ability to raise financing and the interest rates and other commercial terms at which such
financing is available, including raising any overseas additional financing. A downgrading of India’s credit ratings
may occur, for example, upon a change of government tax or fiscal policy, which are outside our control. This could
have an adverse effect on our ability to avail loans in the future, procure and maintain favourable credit ratings, and
fund our growth on favourable terms or at all, and consequently adversely affect our business, cash flows and financial
performance and the price of the Equity Shares.
72. Changes in market interest rates, or rules and regulations surrounding market interest rates, could have an adverse
effect on our financial condition, results of operations, cash flows and prospects.
Increased interest rates may adversely impact the spending levels of consumers and their ability and willingness to
borrow money, which in turn could impact our Lending Business. Higher interest rates could also increase the risk that
our lending partners face, as the ability of consumers to service debt could be adversely impacted, thereby leading to
increased delinquencies, defaults, consumer bankruptcies and charge-offs. While we may not be directly impacted due
to the inability of consumers to service their debt, our business may suffer.
Higher interest rates could also lead to high cost of borrowing and expose us to higher finance costs to the extent our
credit facilities or other indebtedness bear interest costs at a floating rate based on a prevailing market interest rate or
when we need to refinance our fixed rate debt. Significant increases in the interest rates could adversely affect our
cash flows, results of operations and ability to service our debt. Furthermore, we could be adversely impacted by
decreases in interest rates, as we have fixed deposits and hold money in interest-bearing accounts. If the interest rates
for such an account were to decline, then the income that we derive from the money held in such an account could
decrease. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations,
cash flows and prospects.
73. Certain differences exist between Ind AS and other accounting principles, particularly U.S. GAAP, which may be
material to investors’ assessments of our financial condition, results of operations, and cash flows. While Ind AS
is largely based on International Financial Reporting Standards, certain carve-outs specific to the Indian economic
environment may lead to differences.
The Restated Consolidated Financial Information of our Company together with our subsidiaries and the associate,
comprise of restated consolidated summary statement of assets and liabilities as at September 30, 2025 and September
30, 2024 and as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated summary statement
of profit and loss (including other comprehensive income/ (loss)), restated consolidated summary statement of cash
flows and restated consolidated summary statement of changes in equity as at and for the six months period ended
September 30, 2025 and September 30, 2024 and for each of the years ended March 31, 2025, March 31, 2024 and
March 31, 2023 and the summary statement of material accounting policies and other explanatory notes, derived from
the interim financial statements as at and for the six months period ended September 30, 2025 and September 30, 2024
prepared in accordance with Ind AS 34 and the audited consolidated financial statements as at and for the years ended
March 31, 2025, March 31, 2024 and March 31, 2023, prepared in accordance with Ind AS and as restated as per the
requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, SEBI ICDR Regulations, as amended
and the Guidance Note on ‘Reports in Company Prospectuses (Revised 2019)’ issued by the Institute of Chartered
Accountants of India, as amended from time to time. Ind AS differs from accounting principles with which prospective
94investors may be familiar, such as IFRS and U.S. GAAP. Accordingly, the degree to which the Restated Consolidated
Financial Information included in this Updated Draft Red Herring Prospectus – I will provide meaningful information
is entirely dependent on the reader’s level of familiarity with Ind AS. Persons not familiar with Ind AS should limit
their reliance on the financial disclosures presented in this Updated Draft Red Herring Prospectus – I. We have not
disclosed the impact of U.S. GAAP or IFRS on the financial data included in this Updated Draft Red Herring
Prospectus – I, nor do we provide a reconciliation of our Restated Consolidated Financial Information to those of U.S.
GAAP or IFRS or any other principles or to base it on any other standards.
We have historically provided and intend to continue to provide our Promoters and certain members of our Promoter
Group with select financial information that has been prepared and presented in conformity with U.S. GAAP. Such
select financial information has not been included in this Updated Draft Red Herring Prospectus – I. Investors should
not rely on such select financial information or any other related information for the purposes of investment in the
Offer or for future investments in the Equity Shares of our Company. In addition, the differences in financial
information reported by us, our Promoters and certain members of our Promoter Group due to varying accounting
standards might affect investors’ perceptions of our Company.
74. Changes in financial reporting standards, management’s use of accounting estimates may affect our operating
results and financial position
To comply with Ind AS, management is required to make various accounting estimates, judgments and assumptions.
See “Management’s Discussion and Analysis of Financial Condition and Results Of Operations—Material Accounting
Policies” on page 421. The facts and circumstances on which management bases these estimates, judgments,
assumptions, and management’s judgment of the facts and circumstances, may change from time to time and this may
result in significant changes in the estimates, with an impact on our assets or income. Current and future accounting
pronouncements and other financial reporting standards may adversely affect the financial information we present. We
regularly monitor our compliance with all of the financial reporting standards that are applicable to us and any new
pronouncements that are relevant to us. Findings of our monitoring activity or new financial reporting standards may
require us to change our internal accounting policies and to alter our operational policy so that it reflects new or
amended financial reporting standards. We cannot exclude the possibility that this may have a material impact on our
assets, liabilities, income, expenses or cash flows.
75. We are and, after the Offer, remain, a “foreign owned and controlled” company in accordance with the
Consolidated FDI Policy and FEMA Rules and accordingly, we shall be subject to Indian foreign investment laws.
In accordance with the provisions of the Consolidated FDI Policy and FEMA Rules, our Company is a foreign owned
and controlled company. As a foreign owned and controlled company, our Company is subject to various requirements
under the Consolidated FDI Policy and other Indian foreign investment laws. Such requirements include restriction on
undertaking certain business activities without prior Government approval or at all, and pricing guidelines applicable
to issue or transfer of our Equity Shares.
While we believe that our business activities have been, and continue to remain, compliant with the requirements under
the Consolidated FDI Policy and other Indian foreign investment laws, we cannot assure you that the Government, or
a regulatory or judicial authority, will not take a different interpretation. A determination by the Government, or a
regulatory or judicial authority, that any of our business activities are being, or have been, conducted in violation of
the Consolidated FDI Policy and other applicable Indian foreign investment laws, could attract regulatory sanctions,
including monetary penalties. In such an event, we may also have to cease undertaking the relevant business activities.
Further, till the time we cease to be a foreign owned and controlled company, we may not be able to undertake certain
commercially attractive business activities or investments without prior approval of the Government or at all.
76. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on
the value of our Equity Shares, independent of our operating results and foreign investors may be exposed to
exchange rate risks.
Upon listing, our Equity Shares will be denominated and traded in Indian Rupees on the Stock Exchanges. Any
dividends declared on our Equity Shares will also be paid in Indian Rupees and, where applicable, converted into the
relevant foreign currency for the purpose of repatriation. Foreign investors may be exposed to exchange rate risk, as
any adverse fluctuations in currency exchange rates during the conversion process may result in a reduced net dividend
amount. Similarly, delays in repatriating the proceeds from the sale of Equity Shares outside India—such as delays
arising from the need to obtain regulatory approvals—may be subject to exchange rate volatility, potentially
diminishing the amount ultimately received by the shareholder. For instance, the exchange rate between the Indian
Rupee and the U.S. Dollar has experienced significant volatility in recent years and may continue to do so, which
could negatively impact returns on our Equity Shares, irrespective of our actual financial or operational performance.
9577. Following the listing of the Equity Shares, we may be subject to pre-emptive surveillance measures such as
Additional Surveillance Measure (“ASM”) and Graded Surveillance Measure (“GSM”) by the Stock Exchanges to
enhance market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures to enhance market integrity
and safeguard the interests of investors, including ASM and GSM. ASM and GSM are imposed on securities of
companies based on various objective criteria such as significant variations in price and volume, concentration of
certain client accounts as a percentage of combined trading volume and average delivery, and on securities which
witness abnormal price rise not commensurate with the company’s financial health and fundamentals such as earnings,
book value, fixed assets, net worth, price/earnings multiple and market capitalisation.
Upon listing, the trading of our Equity Shares could be subject to differing market conditions as well as other factors
which may result in high volatility in price, low trading volumes or a large concentration of client accounts as a
percentage of combined trading volume of our Equity Shares. The occurrence of any of the abovementioned events or
other circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for placing our
securities under the GSM and/or ASM framework or any other surveillance measures, which could result in significant
restrictions on trading of our Equity Shares being imposed by SEBI and the Stock Exchanges. These restrictions may
include higher margin requirements, requirement of settlement on a trade for trade basis without netting off, limiting
trading frequency, reduction of applicable price band, requirement of settlement on gross basis or freezing of price on
upper side of trading, as well as mentioning of our Equity Shares on the surveillance dashboards of the Stock
Exchanges. The imposition of these restrictions and curbs on trading may have an adverse effect on market price,
trading and liquidity of our Equity Shares and on the reputation and conditions of our Company.
Other Risks - Risks Related to the Offer
78. Our Company will not receive any proceeds from the Offer.
The Offer consists of only an Offer for Sale of 50,660,446 Equity Shares of face value of ₹1 each by our Promoter
Selling Shareholder, WM Digital Commerce Holdings Pte. Ltd. and Investor Selling Shareholders. Our Promoter
Selling Shareholder and Investor Selling Shareholders shall be entitled to the entire proceeds from the Offer (net of its
portion of the Offer-related expenses) and our Company will not receive any proceeds from the Offer. None of our
Directors or Key Managerial Personnel and Senior Management will receive, in whole or in part, any proceeds from
the Offer. For details, see “The Offer”, “Capital Structure” and “Objects of the Offer” on pages 101, 116 and 138,
respectively.
79. We cannot assure payment of dividends on the Equity Shares in the future and our Subsidiaries may not be able to
pay dividends to us.
Our Company has a formal dividend distribution policy as on the date of this Updated Draft Red Herring Prospectus
– I. Our Company has however not declared dividends on the Equity Shares during the current Fiscal Year and the last
three Fiscal Years. Our ability to pay dividends in the future will depend upon our future results of operations, financial
condition, cash flows, sufficient profitability, working capital requirements and capital expenditure requirements and
other factors considered relevant by our directors and shareholders. Our ability to pay dividends may also be restricted
under certain financing arrangements that we may enter into. We cannot assure you that we will be able to pay
dividends on the Equity Shares at any point in the future. For further details of our dividend distribution policy, see
“Dividend Policy” on page 304. Furthermore, our Subsidiaries and Associate may not generate sufficient profits and
cash flows to distribute dividends to us in the future, which could adversely affect our operational results, financial
condition, cash flows, and our ability to pay dividends.
80. Our Equity Shares have never been publicly traded, and after the Offer, the Equity Shares may experience price
and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the Offer
Price may not be indicative of the market price of the Equity Shares after the Offer.
Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the Stock
Exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a market for
the Equity Shares will develop, or if developed, the liquidity of such a market for the Equity Shares. The Offer Price
will be determined by the Book Building Process and may not be indicative of prices that will prevail in the open
market following the Offer. The market price of the Equity Shares may be influenced by many factors, some of which
are beyond our control, including:
96o the failure of security analysts to cover the Equity Shares after this Offer, or changes in the estimates of our
performance by analysts;
o the activities of competitors and suppliers;
o future sales of the Equity Shares by our shareholders;
o investor perception of us and the industry in which we operate;
o our quarterly or annual earnings or those of our competitors;
o developments affecting fiscal, industrial or environmental regulations;
o results of operations that vary from the expectations of securities analysts and investors;
o fluctuations in stock market prices and volume;
o actual or purported short squeeze trading activities
o the public’s reaction to our press releases, adverse media reports, rumours; and
o general economic conditions.
These will be based on numerous factors, including factors as described under “Basis for Offer Price” on page 140
and may not be indicative of the market price for our Equity Shares after the Offer. The market price of the Equity
Shares may be subject to significant fluctuations in response to, among other factors, variations in our operating results
of our Company, market conditions specific to the industry we operate in, developments relating to India, volatility in
securities markets in jurisdictions other than India, variations in the growth rate of financial indicators, variations in
revenue or earnings estimates by research publications, and changes in economic, legal and other regulatory factors.
Consequently, the price of our Equity Shares may be volatile. In addition, the stock market often experiences price
and volume fluctuations that are unrelated or disproportionate to the operating performance of a particular company.
These broad market fluctuations and industry factors may materially reduce the market price of the Equity Shares,
regardless of our Company’s performance. There can be no assurance that the investor will be able to resell their
Equity Shares at or above the Offer Price. There has been significant volatility in the Indian stock markets in the recent
past, and our Equity Share price could fluctuate significantly because of market volatility. A decrease in the market
price of our Equity Shares could cause investors to lose some or all of their investment.
81. The determination of the Price Band will be based on various factors and assumptions, and the Offer Price of the
Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.
The determination of the Price Band will be based on various factors and assumptions and will be determined by our
Company in consultation with the BRLMs. Furthermore, the Offer Price of the Equity Shares will be determined by
our Company with the Managers through the Book Building Process. These are based on numerous factors, including
factors as described under “Basis for Offer Price” beginning on page 140 and may not be indicative of the market price
for the Equity Shares after the Offer.
In addition to the above, the current market price of securities listed pursuant to certain previous initial public offerings
managed by the Managers is below their respective issue price. For further details, see “Other Regulatory and Statutory
Disclosures – Price information of past issues handled by the BRLMs and the BRLMs” beginning on page 464. The
factors that could affect the post-listing market price of the Equity Shares include, among others, broad market trends,
financial performance and results of our Company post-listing, and other factors beyond our control.
82. There is no guarantee that our Equity Shares will be listed on the BSE and NSE in a timely manner or at all.
Investors may not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase
in the Offer.
The Equity Shares will be listed on the Stock Exchanges pursuant to the Offer. In accordance with Indian law and
practice, permission for listing and trading of our Equity Shares will not be granted until after certain actions have
been completed in relation to this Offer and until transfer of Equity Shares pursuant to this Offer. In accordance with
current regulations and circulars issued by SEBI, our Equity Shares are required to be listed on the BSE and NSE
within such time as mandated under UPI Circulars, subject to any change in the prescribed timeline in this regard.
97However, we cannot assure you that the trading in our Equity Shares will commence in a timely manner or at all. Any
failure or delay in obtaining final listing and trading approvals may restrict your ability to dispose of your Equity
Shares.
Investors’ book entry, or ‘demat’ accounts with depository participants in India, are expected to be credited within one
working day of the date on which the Basis of Allotment is approved by the Stock Exchanges. The Allotment of Equity
Shares in the Offer and the credit of such Equity Shares to the applicant’s demat account with depository participant
could take approximately two Working Days from the Bid/Offer Closing Date and trading in the Equity Shares upon
receipt of final listing and trading approvals from the Stock Exchanges is expected to commence within three Working
Days of the Bid/ Offer Closing Date. Any failure or delay in obtaining the approval or otherwise listing or commencing
trading in the Equity Shares could restrict investors’ ability to dispose of their Equity Shares. There can be no assurance
that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence,
within the time periods specified in this risk factor. We could also be required to pay interest at the applicable rates if
allotment is not made, refund orders are not dispatched or demat credits are not made to investors within the prescribed
time periods.
83. Investors may be subject to Indian taxes arising out of income arising on the sale of and dividend on the Equity
Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an
Indian company are generally taxable in India. Any capital gain exceeding ₹125,000, realised on the sale of listed
equity shares on a recognised stock exchange, held for more than 12 months immediately preceding the date of transfer,
will be subject to long term capital gains in India, at the rate of 12.5% (plus applicable surcharge and cess). This
beneficial rate is, among others, subject to payment of Securities Transaction Tax (“STT”). Further, any gain realised
on the sale of equity shares in an Indian company held for more than 12 months, which are sold using any platform
other than a recognised stock exchange and on which no STT has been paid, will be subject to long term capital gains
tax in India, at the rate of 12.5% (plus applicable surcharge and cess).
Further, any capital gains realised on the sale of listed equity shares held for a period of 12 months or less immediately
preceding the date of transfer will be subject to short term capital gains tax in India. Such gains will be subject to tax
at the rate of 20% (plus applicable surcharge and cess), subject to STT being paid at the time of sale of such shares.
Otherwise, such gains will be taxed at the applicable rates.
Capital gains arising from the sale of the Equity Shares will be exempt from taxation in India in cases where the
exemption from taxation in India is provided under a treaty between India and the country of which the seller is resident
(as per tax laws). Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result,
residents of other countries may be liable for tax in India as well as in their jurisdiction on a gain upon the sale of the
Equity Shares.
Similarly, any business income realised from the transfer of Equity Shares held as business or trading assets is taxable
at the applicable tax rates. In the case of a non-resident seller, the applicable tax rates may be subject to any treaty
relief, if applicable.
Additionally, the Indian tax laws require deduction of tax at source in respect of dividends declared, distributed or paid
by a domestic company after March 31, 2020, and such dividends would be taxable at applicable rates in the hands of
the shareholders, both resident as well as non-resident (for tax purposes). We may or may not grant the benefit of a
tax treaty (where applicable) to a non-resident shareholder for the purposes of deducting tax at source pursuant to any
corporate action including dividends.
84. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of
Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Investors are not
permitted to withdraw their Bids after Bid/Offer Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail
Individual Investors can revise their Bids or withdraw their Bids until Bid/Offer Closing Date. While our Company is
required to complete all necessary formalities for listing and commencement of trading of the Equity Shares on all
Stock Exchanges where such Equity Shares are proposed to be listed including Allotment pursuant to the Offer within
three Working Days from the Bid/Offer Closing Date, events affecting the Bidders’ decision to invest in the Equity
Shares, including material adverse changes in international or national monetary policy, financial, political or
economic conditions, our business, financial condition, results of operations, cash flows and prospects may arise
between the date of submission of the Bid and Allotment. Our Company may complete the Allotment of the Equity
98Shares even if such events occur, and such events may limit the Bidders’ ability to sell the Equity Shares Allotted
pursuant to the Offer or cause the trading price of the Equity Shares to decline on listing.
85. Investors may have difficulty enforcing foreign judgments against our Company or our management.
Our Company is incorporated under the laws of India as a company limited by shares. 13 of our directors, Key
Managerial Personnel and Senior Management are residents of India. A substantial portion of our Company’s assets
and the assets of our Directors and Key Managerial Personnel and Senior Management are located in India. As a result,
it may be difficult for investors to effect service of process upon us or such persons outside India or to enforce
judgments obtained against our Company or such parties outside India.
Recognition and enforcement of foreign judgments is provided for under Section 13 of the Code of Civil Procedure,
1908 (“CPC”), on a statutory basis. Section 13 of the CPC provides that foreign judgments shall be conclusive
regarding any matter directly adjudicated upon, except: (i) where the judgment has not been pronounced by a court of
competent jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it appears on
the face of the proceedings that the judgment is founded on an incorrect view of international law or a refusal to
recognise the law of India in cases to which such law is applicable; (iv) where the proceedings in which the judgment
was obtained were opposed to natural justice; (v) where the judgment has been obtained by fraud; and (vi) where the
judgment sustains a claim founded on a breach of any law then in force in India. Under the CPC, a court in India shall,
upon the production of any document purporting to be a certified copy of a foreign judgment, presume that the
judgment was pronounced by a court of competent jurisdiction, unless the contrary appears on record. However, under
the CPC, such presumption may be displaced by proving that the court did not have jurisdiction.
India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments.
Section 44A of the CPC provides that where a foreign judgment has been rendered by a superior court, within the
meaning of that Section, in any country or territory outside of India which the GoI has by notification declared to be
in a reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had been
rendered by the relevant court in India. However, Section 44A of the CPC is applicable only to monetary decrees not
being of the same nature as amounts payable in respect of taxes, other charges of a like nature or of a fine or other
penalties. Some jurisdictions including the United Kingdom, United Arab Emirates, Singapore and Hong Kong have
been declared by the GoI to be reciprocating countries for the purposes of Section 44A of the CPC.
The United States and India do not currently have a treaty providing for reciprocal recognition and enforcement of
judgments, other than arbitration awards, in civil and commercial matters. Therefore, a final judgment for the payment
of money rendered by any federal or state court in the United States on civil liability, whether or not predicated solely
upon the federal securities laws of the United States, would not be enforceable in India. However, the party in whose
favour such final judgment is rendered may bring a new suit in a competent court in India based on a final judgment
that has been obtained in the United States. The suit must be brought in India within three years from the date of the
judgment in the same manner as any other suit filed to enforce a civil liability in India.
Further, there may be considerable delays in the disposal of these suits by Indian courts. It is unlikely that a court in
India would award damages on the same basis as a foreign court if an action were brought in India. Furthermore, it is
unlikely that an Indian court would enforce a foreign judgment if that court were of the view that the amount of
damages awarded was excessive or inconsistent with public policy or Indian law. It is uncertain as to whether an Indian
court would enforce foreign judgments that would contravene or violate Indian law. However, a party seeking to
enforce a foreign judgment in India is required to obtain approval from the RBI under the FEMA to execute such a
judgment or to repatriate any amount recovered.
86. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and
could thereby suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India seeking to issue fresh Equity
Shares through a rights issue, must offer holders of its Equity Shares pre-emptive rights to subscribe and pay for a
number of Equity Shares proportionate to their respective shareholding to maintain their existing ownership
percentages prior to the issuance of any new equity shares, unless the respective shareholders have waived or
renounced their entitlement in favour of another person/entity or the pre-emptive rights have been waived by the
adoption of a special resolution by holders of three-fourths of the Equity Shares who have voted on such resolution.
However, if the laws of the jurisdiction that holders are in do not permit the exercise of such pre-emptive rights without
us filing an offering document or registration statement with the applicable authority in such jurisdiction, the holders
will be unable to exercise such pre-emptive rights unless we make such a filing. In the future, we may elect not to file
a registration statement in relation to pre-emptive rights otherwise available by Indian law to the holders. To the extent
99that the holders are unable to exercise pre-emptive rights granted in respect of the Equity Shares, they may suffer
future dilution of their ownership position and their proportional interests in our Company would be reduced.
87. A third-party could be prevented from acquiring control of our Company because of anti-takeover provisions under
Indian law.
There are provisions in Indian law that may delay, deter, or prevent a future takeover or change in control of our
Company, even if a change in control would result in the purchase of Equity Shares at a premium to the market price
or would otherwise be beneficial to our Company’s stakeholders. Such provisions may discourage or prevent certain
types of transactions involving actual or threatened change in control of our Company. Under the Takeover
Regulations, an acquirer has been defined as any person who, directly or indirectly, acquires or agrees to acquire shares
or voting rights or control over a company, whether individually or acting in concert with others. Although these
provisions have been formulated to ensure that interests of investors/shareholders are protected, these provisions may
also discourage a third-party from attempting to take control of our Company. Consequently, even if a potential
takeover of our Company would result in the purchase of the Equity Shares at a premium to their market price or
would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or
consummated because of the SEBI Takeover Regulations.
88. Any future issuance of Equity Shares or convertible securities or other equity linked securities by our Company
may dilute holders’ shareholding and sales of the Equity Shares by our major shareholders may adversely affect
the trading price of the Equity Shares.
Any future equity issuances by us, including a primary offering, may lead to the dilution of investors’ shareholdings
in us. Any disposal of Equity Shares by our major shareholders or the perception that such issuance or sales may occur,
including to comply with the minimum public shareholding norms applicable to listed companies in India may
adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences including
difficulty in raising capital through offering of the Equity Shares or incurring additional debt. There can be no
assurance that we will not issue further Equity Shares or that the shareholders will not dispose of the Equity Shares.
Any future issuances could also dilute the value of your investment in the Equity Shares. In addition, any perception
by investors that such issuances or sales might occur may also affect the market price of the Equity Shares.
100SECTION III: INTRODUCTION
THE OFFER
The following table sets forth the details of the Offer:
The Offer*(1)(2) Up to 50,660,446 Equity Shares of face value of ₹1 each aggregating up
to ₹[●] million
The Offer comprises:
Offer for Sale(2) Up to 50,660,446 Equity Shares of face value of ₹1 each aggregating up
to ₹[●] million
The Offer consists of:
A) QIB Portion(3)(4) Not less than [●] Equity Shares of face value of ₹1 each aggregating up
to ₹[●] million
of which:
- Anchor Investor Portion(5) Up to [●] Equity Shares of face value of ₹1 each
of which 40% of the Anchor Investor Portion shall be reserved in
the following manner:
- 33.33% of the Anchor Investor Portion shall be reserved for Up to [●] Equity Shares of face value of ₹1 each
allocation to domestic Mutual Funds
- 6.67% of the Anchor Investor Portion available shall be reserved Up to [●] Equity Shares of face value of ₹1 each
for allocation to Life Insurance Companies and Pension Funds
- Net QIB Portion (assuming the Anchor Investor Portion is fully [●] Equity Shares of face value of ₹1 each
subscribed)
of which:
- Available for allocation to Mutual Fund Portion only (5% of the [●] Equity Shares of face value of ₹1 each
Net QIB Portion)
- Balance for all QIBs including Mutual Funds [●] Equity Shares of face value of ₹1 each
B) Non-Institutional Portion(6) Not more than [●] Equity Shares of face value of ₹1 each aggregating
up to ₹[●] million
of which:
One-third of the Non-Institutional Portion available for allocation [●] Equity Shares of face value of ₹1 each
to Bidders with an application size of more than ₹0.20 million and
up to ₹1.00 million
Two-third of the Non-Institutional Portion available for allocation [●] Equity Shares of face value of ₹1 each
to Bidders with an application size of more than ₹1.00 million
C) Retail Portion(4) Not more than [●] Equity Shares of face value of ₹1 each aggregating
up to ₹[●] million
Pre-Offer and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as on the date of this 506,604,456 Equity Shares of face value of ₹1 each
Updated Draft Red Herring Prospectus - I)
Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹1 each
Use of proceeds of the Offer See “Objects of the Offer” on page 138 for information about the use of
proceeds of the Offer. Our Company will not receive any proceeds from
the Offer for Sale.
(1) The Offer has been authorised by our Board pursuant to the resolution passed at its meeting dated September 23, 2025. Our Board has taken on record
the consent by each of the Selling Shareholders to, severally and not jointly, participate in the Offer for Sale, pursuant to its resolution dated September
23, 2025 and January 14, 2026, as applicable.
(2) Each of the Selling Shareholders, severally and not jointly, confirmed that its respective portion of the Offered Shares is eligible for being offered for
sale, in accordance with Regulation 8 and 8A of the SEBI ICDR Regulations respectively, pursuant to its respective consent letter and authorisations, as
set out below:
Sr. Name of the Selling Shareholder Number of Offered Shares of Date of consent Date of corporate action /
No. face value of ₹1 each letter board resolution /
authorisation letter
Promoter Selling Shareholder
1. W M Digital Commerce Holdings Pte. Ltd. Up to 45,942,496 Equity Shares September 23, 2025 August 26, 2025
Investor Selling Shareholders
2. Ti ger Global PIP 9-1 Ltd. Up to 1,039,160 Equity Shares January 13, 2026 July 3, 2025
3. M icrosoft Global Finance Unlimited Company Up to 3,678,790 Equity Shares September 23, 2025 August 27, 2025
The Offered Shares are eligible to be offered for sale in the Offer in accordance with Regulations 8 and 8A of the SEBI ICDR Regulations, as on the date
of this Updated Draft Red Herring Prospectus - I.
(3) Our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance
with the SEBI ICDR Regulations. The QIB Portion will be accordingly reduced for the shares allocated to Anchor Investors out of which, 40% of the
Anchor Investor Portion shall be available for allocation as follows, (i) 33.33% shall be available for allocation to domestic Mutual Funds, and (ii)
6.67% for Life Insurance Companies and Pension Funds, subject to valid Bids being received from domestic Mutual Funds, Life Insurance Companies
101and Pension Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in (ii) above, the allocation may be made to
domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. Further, 5% of the QIB Portion
(excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB
Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to
valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than as specified above, the balance
Equity Shares available for Allotment in the Mutual Fund Portion will be added to the QIB Portion and allocated proportionately to the QIB Bidders
(other than Anchor Investors) in proportion to their Bids. For details, see “Offer Procedure” on page 493.
(4) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or the Retail Portion, would
be allowed to be met with spill over from any other category or combination of categories at the discretion of our Company, in consultation with the
BRLMs and the Designated Stock Exchange. Under-subscription, if any, in the Net QIB Portion would not be allowed to be met with spill-over from other
categories or a combination of categories.
(5) Allocation to Bidders in all categories except the Anchor Investor Portion and the Retail Portion, if any, shall be made on a proportionate basis subject
to valid Bids received at or above the Offer Price. The allocation to each RIBs shall not be less than the minimum Bid Lot, subject to availability of Equity
Shares in the Retail Portion, and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. For further details, see “Offer
Procedure” on page 493.
(6) The Equity Shares available for allocation to NIBs under the Non-Institutional Portion, shall be subject to the following, and in accordance with the
SEBI ICDR Regulations: (i) one-third of the portion available to NIBs shall be reserved for Bidders with an application size of more than ₹0.20 million
and up to ₹1.00 million, and (ii) two-third of the portion available to NIBs shall be reserved for Bidders with application size of more than ₹1.00 million,
provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of NIBs.
Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI ICDR Regulations. For further
details, see “Offer Procedure” and “Offer Structure” on pages 493 and 490, respectively. For details of terms of the Offer, see
“Terms of the Offer” on page 484.
102SUMMARY OF RESTATED CONSOLIDATED FINANCIAL INFORMATION
The following tables provide the summary of financial information of our Company derived from the Restated Consolidated
Financial Information as at and for the six months period ended September 30, 2025 and September 30, 2024, and as at and for
the Fiscal Years ended March 31, 2025, March 31, 2024, and March 31, 2023. The summary of financial information presented
below should be read in conjunction with the “Restated Consolidated Financial Information” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” on pages 305 and 387, respectively.
(The remainder of this page has been left intentionally blank)
103RESTATED SUMMARY OF BALANCE SHEET
(in ₹ million)
Particulars As of As of As of March As of March As of March
September September 31, 2025 31, 2024 31, 2023
30, 2025 30, 2024
Assets
Non-current assets
Property, plant and equipment 16,455.77 20,777.30 17,832.46 20,132.47 16,461.85
Capital work-in-progress 80.85 561.62 261.21 834.33 2,692.88
Goodwill 10,587.84 10,587.84 10,587.84 10,587.84 10,587.84
Other intangible assets 69.39 1,660.31 174.63 2,275.64 1,209.56
Right-of-use assets 6,799.93 4,780.64 6,422.58 3,637.38 3,282.42
Investment accounted for using equity method 1,301.15 1,554.30 1,693.52 1,456.81 1,245.75
Financial assets
(i) Investments 278.69 210.79 210.79 149.60 116.70
(ii) Other financial assets 610.30 462.51 575.04 448.60 312.64
Non-current tax assets (net) 1,042.90 550.97 767.76 628.99 481.70
Other non-current assets 2,967.21 1,592.15 2,996.28 1,567.03 1,539.21
Total non-current assets 40,194.03 42,738.43 41,522.11 41,718.69 37,930.55
Current assets
Financial assets
(i) Investments 77,876.50 39,861.07 34,823.07 24,672.83 51,009.08
(ii) Trade receivables 6,348.49 5,485.69 6,262.10 5,436.18 2,051.00
(iii) Cash and cash equivalents 11,275.77 1,961.40 5,954.14 8,579.00 6,702.06
(iv) Bank balances other than cash and cash 32,440.44 20,137.15 22,550.00 22,513.15 -
equivalents
(v) Loans - - - - 1,480.00
(vi) Other financial assets 52,768.42 12,824.91 58,179.68 11,317.04 6,906.62
Other current assets 10,885.89 9,224.80 12,761.24 12,827.88 12,323.51
Total current assets 191,595.51 89,495.02 140,530.23 85,346.08 80,472.27
Total assets 231,789.54 132,233.45 182,052.34 127,064.77 118,402.82
Equity and liabilities
Equity
Equity share capital 506.60 442.74 442.74 442.74 434.53
Other equity 96,242.73 91,416.95 94,648.38 94,109.66 74,748.09
Equity attributable to owners of the Company 96,749.33 91,859.69 95,091.12 94,552.40 75,182.62
Non-current liabilities
Financial liabilities
(i) Lease liabilities 5,449.77 3,736.47 5,074.75 2,703.27 2,615.29
(ii) Cash-settled share based payment 7,187.07 13,320.22 10,404.11 9,512.74 -
liabilities
Provisions 753.58 582.31 621.69 475.40 1,640.68
Deferred tax liabilities (net) 113.46 212.90 166.90 239.99 341.05
Other non-current liabilities 51.79 - 52.16 - -
Total non-current liabilities 13,555.67 17,851.90 16,319.61 12,931.40 4,597.02
Current liabilities
Financial liabilities
(i) Lease liabilities 1,712.43 1,243.13 1,653.46 1,135.66 759.56
(ii) Trade payables
a. Total outstanding dues of micro and 101.82 88.65 2.95 70.13 33.11
small enterprises
b. Total outstanding dues of creditors other 7,770.83 7,245.04 8,639.49 4,619.49 3,833.83
than micro and small enterprises
(iii) Other financial liabilities 44,367.31 6,545.34 51,979.61 6,985.83 28,428.08
Other current liabilities 65,979.00 6,149.52 7,015.78 5,667.61 4,820.97
Provisions 1,552.77 1,248.55 1,347.07 1,102.25 747.63
Current tax liabilities 0.38 1.63 3.25 - -
Total current liabilities 121,484.54 22,521.86 70,641.61 19,580.97 38,623.18
Total equity and liabilities 231,789.54 132,233.45 182,052.34 127,064.77 118,402.82
104RESTATED SUMMARY OF PROFIT AND LOSS
(₹ in million, unless otherwise stated)
Particulars For the six For the six For the For the For the
months months Fiscal Year Fiscal Year Fiscal Year
period ended period ended ended ended ended
September September March 31, March 31, March 31,
30, 2025 30, 2024 2025 2024 2023
Income
Revenue from operations 39,184.69 32,075.16 71,148.58 50,641.33 29,142.87
Other income 2,560.38 2,521.92 5,165.24 6,580.67 1,691.47
Total income (i) 41,745.07 34,597.08 76,313.82 57,222.00 30,834.34
Expenses
Payment processing charges 10,900.01 7,885.44 16,881.78 11,664.38 6,669.66
Employee benefits expense 28,691.09 21,496.63 40,967.05 36,039.76 30,965.74
Finance costs 240.99 158.58 382.58 323.07 225.88
Depreciation and amortisation expense 5,677.41 6,462.04 13,603.11 11,165.66 5,365.88
Other expenses 15,183.18 10,797.58 22,106.45 18,350.04 15,835.18
Total expenses (ii) 60,692.68 46,800.27 93,940.97 77,542.91 59,062.34
Restated profit/ (loss) before share of profit of (18,947.61) (12,203.19) (17,627.15) (20,320.91) (28,228.00)
associate, exceptional item and tax
Share of profit of associate, net of taxes (iii) 96.97 135.26 271.55 254.38 204.51
Restated profit/ (loss) before exceptional item and (18,850.64) (12,067.93) (17,355.60) (20,066.53) (28,023.49)
tax ((i)-(ii)+(iii))
Exceptional item (iv) 4,344.74 - - - -
Restated profit/ (loss) before tax (v) ((i)- (14,505.90) (12,067.93) (17,355.60) (20,066.53) (28,023.49)
(ii)+(iii)+(iv))
Tax expense/ (credit)
Current tax 0.78 1.63 3.25 - -
Deferred tax (62.46) (37.51) (84.75) (104.82) (62.80)
Total tax expense/(credit) (vi) (61.68) (35.88) (81.50) (104.82) (62.80)
Restated profit/ (loss) (vii) ((v)-(vi)) (14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69)
Other Comprehensive Income/ (Loss)
Items that will not be reclassified to Profit or Loss
in subsequent periods
- Remeasurement gains/ (losses) on defined (34.98) (37.76) (15.21) (43.23) 21.36
benefit plan, net of taxes
- Changes in the fair value of equity investments 58.18 50.37 50.37 29.14 35.14
at FVTOCI, net of taxes
- Share of other comprehensive income/ (loss) of 1.01 1.03 0.85 (3.23) 0.68
associate, net of taxes
Net other comprehensive income/ (loss) not to be 24.21 13.64 36.01 (17.32) 57.18
reclassified to profit or loss
Items that will be reclassified to Profit or Loss in
subsequent periods
- Exchange differences on translation of foreign 11.40 2.16 36.57 1.00 (23.56)
operations
Total other comprehensive income/(loss), net of 35.61 15.80 72.58 (16.32) 33.62
taxes
Restated total comprehensive income/ (loss), net (14,408.61) (12,016.25) (17,201.52) (19,978.03) (27,927.07)
of taxes
Restated earnings/ (loss) per equity share
computed on the basis of loss for the period/ year
attributable to owners of the Company (Rs. per
share)*#
Restated Basic (loss) per equity share of ₹1 each* (30.61) (26.41) (37.46) (45.17) (68.40)
Restated Diluted (loss) per equity share of ₹1 each* (30.61) (26.41) (37.46) (45.17) (68.40)
*Not annualised for September 30, 2025 and September 30, 2024.
# Earnings /(loss) per equity share is computed after giving effect to stock split for all periods presented.
105RESTATED SUMMARY OF CASH FLOWS
(All amounts in ₹ million)
Particulars For the six For the six For the For the For the Fiscal
months months Fiscal Year Fiscal Year Year ended
period ended period ended ended March ended March March 31,
September September 31, 2025 31, 2024 2023
30, 2025 30, 2024
Cash flows from operating activities
Restated profit/ (loss) before tax (14,505.90) (12,067.93) (17,355.60) (20,066.53) (28,023.49)
Adjustments to reconcile restated profit/ (loss) before tax
to net cash flows:
Depreciation and amortisation expense 5,677.41 6,462.04 13,603.11 11,165.66 5,365.88
Gain on sale/ fair valuation of investments (942.73) (171.57) (692.10) (661.84) (435.35)
Interest income (1,497.45) (2,138.56) (4,020.72) (4,263.64) (995.15)
Finance costs 240.99 158.58 382.58 314.78 225.88
Foreign exchange difference (net) (unrealised) 13.55 (0.21) (59.66) (1,507.82) 962.42
Impairment of non-financial assets 12.67 17.37 59.88 251.99 70.88
Impairment losses on financial instruments 838.82 286.83 565.94 78.53 80.91
Provision for impairment of property, plant and 34.29 79.02 29.64 140.70 34.89
equipment
Liabilities no longer required, written back (30.73) (117.74) (169.48) (29.35) (6.89)
Gain on sale of property, plant and equipment (net) (13.42) (7.14) (11.76) (5.91) (8.63)
Share of profit of associate, net of taxes (96.97) (135.26) (271.55) (254.38) (204.51)
Gain on sale of partial stake in associate (4,344.74) - - - -
Gain/ (loss) on lease modification/ termination 2.39 (11.61) (12.49) - -
Share-based payment expense 18,128.68 13,152.47 23,578.62 21,486.09 14,253.20
Operating profit/ (loss) before working capital 3,516.86 5,506.29 15,626.41 6,648.28 (8,679.96)
changes
Changes in working capital:
Trade payables (783.27) 2,747.55 4,045.50 2,973.18 (349.15)
Other financial liabilities (8,069.18) 921.31 16,515.53 (393.68) 6,838.65
Other liabilities (587.41) 481.91 1,400.33 846.64 102.13
Provisions 305.68 216.48 375.90 462.39 306.26
Trade receivables (493.45) (336.34) (1,210.54) (3,715.70) 916.97
Other financial assets 4,602.42 (2,936.45) (18,211.34) (2,194.91) (1,725.52)
Other assets 1,878.06 3,453.90 (1,455.78) (885.23) (2,177.25)
Cash-settled share based payment liabilities (1,279.50) (21.45) (4,947.01) (9,937.26) (2,622.41)
Cash generated from/ (used in) operations (909.79) 10,033.20 12,139.00 (6,196.29) (7,390.28)
Income tax (paid)/ received (net of refund) (262.92) 93.32 (119.16) (95.23) (292.22)
Net cash flows generated from/ (used in) operating (1,172.71) 10,126.52 12,019.84 (6,291.52) (7,682.50)
activities (A)
Cash flows from investing activities
Purchase of property, plant and equipment, including (3,048.15) (6,916.00) (8,563.98) (13,327.66) (13,932.45)
capital advances, capital work in progress and other
intangible assets
Proceeds from sale of property, plant and equipment 13.61 7.20 11.76 5.91 61.83
Purchase of current investments (100,036.37) (51,378.23) (98,997.87) (105,699.78) (77,284.88)
Sale of current investments 51,085.67 43,780.55 88,379.73 141,825.42 51,072.60
Investment in bank deposits (original maturity more than (25,100.44) (38,259.00) (47,565.09) (35,878.15) (4,107.50)
three months)
Redemption/ maturity of bank deposits (original maturity 22,050.00 33,216.00 48,688.23 4,242.50 6,102.17
more than three months)
Dividend received from associate 26.17 35.69 35.69 30.59 -
Proceeds from sale of partial stake in associate 4,808.94 -
Loan given - - - - (1,480.00)
Acquisition of entity under common control - - - - (5,740.56)
Acquisition of subsidiaries (net of cash acquired) - - - - (3,304.04)
Interest received 2,144.85 3,483.62 4,890.54 1,823.43 457.18
Net cash flows (used in) investing activities (B) (48,055.72) (16,030.17) (13,120.99) (6,977.74) (48,155.65)
Cash flows from financing activities
Proceeds from issue of equity share capital 63.86 - - 16,387.74 61,248.16
Transaction cost on issue of shares (0.01) - - (0.82) (31.80)
Payment of principal portion of lease liabilities (771.54) (560.18) (1,183.18) (933.81) (556.85)
Interest on lease liabilities (239.54) (155.93) (379.68) (303.66) (196.57)
Proceeds received to settle withholding tax on employees’ 55,487.00 - - - -
ESOP exercise
106(All amounts in ₹ million)
Particulars For the six For the six For the For the For the Fiscal
months months Fiscal Year Fiscal Year Year ended
period ended period ended ended March ended March March 31,
September September 31, 2025 31, 2024 2023
30, 2025 30, 2024
Interest paid (1.11) - - (11.12) (8.95)
Proceeds from short term borrowings 887.37 - - 8,300.45 6,993.39
Repayment of short term borrowings (887.37) - - (8,300.45) (7,253.77)
Acquisition of non-controlling interest - - - - (279.63)
Net cash flows generated from/ (used in) financing 54,538.66 (716.11) (1,562.86) 15,138.33 59,913.98
activities (C)
Net increase/ (decrease) in Cash and cash equivalents 5,310.23 (6,619.76) (2,664.01) 1,869.07 4,075.83
(A+B+C)
Cash and cash equivalents at the beginning of the period/ 5,954.14 8,579.00 8,579.00 6,702.06 2,647.47
year
Exchange difference on translation of foreign currency 11.40 2.16 36.57 5.70 (23.60)
cash and cash equivalents
Gain on fair valuation of overnight mutual funds - - 2.58 2.17 2.36
Cash and cash equivalents at the end of the period/ 11,275.77 1,961.40 5,954.14 8,579.00 6,702.06
year
107GENERAL INFORMATION
Registered and Corporate Office
PhonePe Limited (formerly known as PhonePe Private Limited)
Office-2, Floor 5, Wing A, Block A
Salarpuria Softzone, Bellandur Village
Varthur Hobli, Outer Ring Road
Bangalore South, Bangalore 560 103
Karnataka, India
Corporate Identity Number: U67190KA2012PLC176031
For details of our incorporation and changes to the name and registered office of our Company, see “History and Certain
Corporate Matters” on page 252.
Address of the RoC
Our Company is registered with the RoC, situated at the following address:
Registrar of Companies, Karnataka at Bengaluru
‘E’ Wing, 2nd Floor
Kendriya Sadana, Koramangala
Bengaluru 560 034
Karnataka, India
Board of Directors
Details regarding our Board of Directors as on the date of this Updated Draft Red Herring Prospectus - I are set forth below:
Name Designation DIN Address
Rohit Bhagat Chairperson of the Board and 02968574 925 Culebra Road, Hillsborough 94010, California, USA
Non-Executive Independent
Director
Sameer Nigam Whole-time Director and Chief 02292840 Villa No. 127 Adarsh Palm Retreat Villas, Devarabisanahalli,
Executive Officer Bellandur, Bengaluru 560 103, Karnataka, India
Rahul Chari Whole-time Director and Chief 03052804 Villa No. 455 Adarsh Palm Retreat Villas, Devarabisanahalli,
Technology Officer Bellandur, Bengaluru 560 103, Karnataka, India
Donna Catherine Morris* Non-Executive Nominee Director 07177193 5 S Queensborough Ln, Rogers, Arkansas, 72758-9533, USA
John David Rainey JR* Non-Executive Nominee Director 10464085 604 NW, 2nd Street, Bentonville, Arkansas, 72712-5115, USA
Rachel Lee Brand* Non-Executive Nominee Director 11378047 6718 Lucy LN, McLean, Virginia 22101-1516, USA
(Additional)
Leigh Douglas Hopkins* Non-Executive Nominee Director 09002888 1255 W Lakeridge Drive, Fayetteville, Arkansas 72703-2031,
USA
Manish Sabharwal Non-Executive Independent 00969601 Dachigam, 11/2B Yemalur Kempapura Main Road, next to
Director Neev Academy, Yemalur, Bengaluru 560 037, Karnataka,
India
Tarun Bajaj Non-Executive Independent 02026219 Bungalow No. 38, New Moti Bagh, New Delhi 110 021, India
Director
Zarin Bomi Daruwala Non-Executive Independent 00034655 Ashok Tower, B Wing, Flat 1907/1908, Dr. S. S. Rao Road,
Director Parel, Mumbai 400 012, Maharashtra, India
*Nominee of WM Digital Commerce Holdings Pte. Ltd.
For further details of our Board of Directors, see “Our Management” on page 271.
Company Secretary and Compliance Officer
Ankit Gunvantrai Popat is our Company Secretary and Compliance Officer. His contact details are as set forth below:
Ankit Gunvantrai Popat
Office-2, Floor 5, Wing A, Block A
Salarpuria Softzone, Bellandur Village
Varthur Hobli, Outer Ring Road
108Bangalore South, Bangalore 560 103
Karnataka, India
Tel: +91 80 6910 4700
E-mail: compliance.officer@phonepe.com
Filing of this Updated Draft Red Herring Prospectus - I
A copy of this Updated Draft Red Herring Prospectus - I has been uploaded on the SEBI intermediary portal at
https://siportal.sebi.gov.in as specified in Regulation 59C(1) of the SEBI ICDR Regulations and pursuant to the SEBI ICDR
Master Circular. A copy of the Pre-filed Draft Red Herring Prospectus has been filed and the Updated Draft Red Herring
Prospectus – I will be filed with SEBI at:
Securities and Exchange Board of India
Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex
Bandra (E), Mumbai 400 051
Maharashtra, India
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under Section 32
of the Companies Act, 2013 shall be filed with the RoC at its office and a copy of the Prospectus shall be filed under Section
26 of the Companies Act, 2013 with the RoC, and through the electronic portal of MCA at
https://www.mca.gov.in/content/mca/global/en/foportal/fologin.html. Also see, “- Address of the RoC” on page 108.
Kotak Mahindra Capital Company Limited J.P. Morgan India Private Limited
27BKC, 1st Floor J.P. Morgan Towers, Off C.S.T Road
Plot No. C–27, “G” Block Kalina, Santacruz - East
Bandra Kurla Complex, Bandra (East) Mumbai 400 098
Mumbai 400 051, Maharashtra, India Maharashtra, India
Tel: +91 22 4336 0000 Tel: +91 22 6157 3000
E-mail: Phonepe.ipo@kotak.com E-mail: Phonepe_IPO@jpmorgan.com
Website: https://investmentbank.kotak.com Website: www.jpmipl.com
Investor Grievance E-mail: kmccredressal@kotak.com Investor Grievance E-mail:
Contact Person: Ganesh Rane investorsmb.jpmipl@jpmorgan.com
S EBI Registration Number: INM000008704 Contact Person: Vidit Jain / Rishank Chheda
SEBI Registration Number: INM000002970
Citigroup Global Markets India Private Limited Morgan Stanley India Company Private Limited
1202, 12th Floor Altimus, Level 39 & 40
First International Financial Centre Pandurang Budhkar Marg, Worli
G Block Bandra Kurla Complex Mumbai 400 013
Bandra (East), Mumbai 400 098 Maharashtra, India
Maharashtra, India Tel: +91 22 6118 1000
Tel: +91 22 6175 9999 E-mail: phonepeipo@morganstanley.com
E-mail: phonepe.ipo@citi.com Website: www.morganstanley.com/india
Website: https://www.citigroup.com/global/about-us/global- Investor Grievance E-mail:
presence/india/disclaimer investors_india@morganstanley.com
Investor Grievance E-mail: investors.cgmib@citi.com Contact Person: Shantanu Tilak
Contact Person: Jitesh Agarwal SEBI Registration Number: INM000011203
SEBI Registration Number: INM000010718
Axis Capital Limited Goldman Sachs (India) Securities Private Limited
1st Floor, Axis House 9th and 10th Floor, Ascent-Worli
P.B. Marg Worli Sudam Kalu Ahire Marg
Mumbai 400 025 Worli, Mumbai - 400 025, India
Maharashtra, India Tel: +91 22 6616 9000
Tel: +91 22 4325 2183 E-mail: phonepeipo@gs.com
E-mail: phonepe.ipo@axiscap.in Website: www.goldmansachs.com
Website: www.axiscapital.co.in Investor Grievance E-mail: india-client-
Investor Grievance E-mail: complaints@axiscap.in support@gs.com
Contact Person: Sagar Jatakiya / Krish Jain Contact Person: Saurav S
109SEBI Registration Number: INM000012029 SEBI Registration Number: INM000011054
Jefferies India Private Limited JM Financial Limited
Level 16, Express Towers, Nariman Point 7th Floor, Cnergy
Mumbai 400 021 Appasaheb Marathe Marg, Prabhadevi
Maharashtra, India Mumbai 400 025
Tel: + 91 22 4356 6000 Maharashtra, India
E-mail: phonepe.ipo@jefferies.com Tel: + 91 22 6630 3030
Website: www.jefferies.com E-mail: PhonePe.ipo@jmfl.com
Investor Grievance E-mail: jipl.grievance@jefferies.com Website: www.jmfl.com
Contact Person: Akshat Shah / Sahil Aggarwal Investor Grievance E-mail: grievance.ibd@jmfl.com
SEBI Registration Number: INM000011443 Contact Person: Prachee Dhuri
SEBI Registration Number: INM000010361
Syndicate Members
[●]
Legal Counsel to the Company as to Indian Law
Trilegal
7th Floor, Marks Square
61, St. Marks Road
Bangalore 560 001
Karnataka, India
Tel: +91 080 4343 4646
E-mail: Phonepe.ipo@Trilegal.com
Contact Person: Vijay Parthasarathi
Legal Counsel to the Promoters as to Indian law
Shardul Amarchand Mangaldas & Co
Amarchand Towers
216 Okhla Industrial Estate Phase III
New Delhi 110 020 India
Tel: +91 11 4159 0700
E-mail: cm.partners@amsshardul.com
Contact Person: Prashant Gupta
Registrar to the Offer
KFin Technologies Limited
Selenium Tower B, Plot No.31-32
Gachibowli, Financial District
Nanakramguda, Serilingampally
Hyderabad 500 032
Telangana, India
Tel: +91 40 6716 2222/180 0309 4001
E-mail: phonepe.ipo@kfintech.com
Website: www.kfintech.com
Investor Grievance E-mail: einward.ris@kfintech.com
Contact Person: M. Murali Krishna
SEBI Registration No.: INR000000221
Statutory Auditors to our Company
S.R. Batliboi & Associates LLP, Chartered Accountants
12th Floor, “UB City”, Canberra Block
No. 24, Vittal Mallya Road
Bengaluru - 560 001, India
Tel: +91 80 6648 9000
E-mail: srba@srb.in
110Firm registration number: 101049W/E300004
Peer review number: 017127
Changes in Auditors
There has been no change in the statutory auditor of our Company in the three years preceding the date of this Updated Draft
Red Herring Prospectus - I.
Bankers to the Offer
Escrow Collection Bank(s), Refund Bank(s) and Public Offer Account Bank
[●]
Sponsor Banks
[●]
Bankers to our Company
The Hongkong and Shanghai Banking Yes Bank Limited
Corporation Limited Yes Bank House
7, Mahatma Gandhi Road Off Western Express Highway
Bengaluru 560 008 Santacruz East, Mumbai 400 055
Karnataka, India Maharashtra, India
Tel: +91 80 4555 2002 Tel: +91 97 3093 1119
E-mail: vishaliyer@hsbc.co.in E-mail: anshuman.kumar@yesbank.in
Website: www.hsbc.co.in Website: https://www.yesbank.in
Contact Person: Vishal Iyer Contact Person: Anshuman Kumar
Axis Bank Limited
Corporate Banking Branch,
Nitesh Timesquare, Level 3
No. 8, M. G. Road, Bengaluru 560 001
Karnataka, India
Tel: +91 80 68047352
Email: CBBBangalore.Branchhead@axisbank.com
Website: www.axisbank.com
Contact Person: B. Sreenivasa Babu
Designated Intermediaries
Self-Certified Syndicate Banks
The banks registered with SEBI, which offer the facility of ASBA services, (i) in relation to ASBA, where the Bid Amount will
be blocked by authorising an SCSB, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and updated from time to time and at such
other websites as may be prescribed by SEBI from time to time, (ii) in relation to UPI Bidders using the UPI Mechanism, a list
of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and updated from time to time or at such
other websites as may be prescribed by SEBI from time to time. A list of SCSBs and mobile applications, which are live for
applying in public issues using UPI Mechanism is provided as Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/D
IL2/CIR/P/2019/85 dated July 26, 2019.
Self-Certified Syndicate Banks and mobile applications enabled for UPI Mechanism
In accordance with the SEBI RTA Master Circular, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated
April 20, 2022, read with other applicable UPI Circulars, UPI Bidders bidding through UPI Mechanism may apply through the
SCSBs and mobile applications, using UPI handles, whose name appears on the SEBI website. A list of SCSBs and mobile
applications, which are live for applying in public issues using UPI mechanism is provided as Annexure ‘A’ to the SEBI circular
no. SEBI/HO/CFD/D IL2/CIR/P/2019/85 dated July 26, 2019 and is also available on the website of SEBI at
111www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from time to time and at such
other websites as may be prescribed by SEBI from time to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process to a member of the
Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of
Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to time or any
such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Bid cum
Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as updated from time to time.
Registered Brokers
Bidders can submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e. through the Registered
Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms, including details such as
postal address, telephone number and e-mail address, is provided on the websites of the respective Stock Exchanges at
https://www.bseindia.com/ and https://www.nseindia.com, as updated from time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/PublicIssues/RtaDp.aspx and www.nseindia.com/products-services/initial-public-offerings-asba-
procedures, respectively, as updated from time to time and on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and
contact details, is provided on the websites of the Stock Exchanges at www.bseindia.com/Static/PublicIssues/RtaDp.aspx and
www.nseindia.com/products-services/initial-public-offerings-asba-procedures, respectively, as updated from time to time.
Experts to the Offer
Except as disclosed below, our Company has not obtained any expert opinions:
Our Company has received written consent dated January 21, 2026 from S.R. Batliboi & Associates LLP, Chartered
Accountants, to include their name as required under Section 26(1) of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Updated Draft Red Herring Prospectus - I, and as an “expert” as defined under Section 2(38) of the
Companies Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in respect of their (i) examination report,
dated January 14, 2026 on our Restated Consolidated Financial Information; and (ii) their report dated September 23, 2025 on
the Statement of Special Tax Benefits included in this Updated Draft Red Herring Prospectus - I and such consent has not been
withdrawn as on the date of this Updated Draft Red Herring Prospectus - I. However, the term “expert” shall not be construed
to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received written consent dated January 21, 2026 from Manian & Rao, Chartered Accountants, holding a
valid peer review certificate from the ICAI, to include their name as required under Section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Updated Draft Red Herring Prospectus - I, and as an “expert” as defined under
Section 2(38) of the Companies Act, 2013 in respect of various certificates issued by them in their capacity as the independent
chartered accountant to our Company and such consent has not been withdrawn as on the date of this Updated Draft Red Herring
Prospectus - I.
Our Company has received written consent dated January 21, 2026 from K&S Partners, intellectual property consultant, to
include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this
Updated Draft Red Herring Prospectus - I and as an “expert” as defined under Section 2(38) of the Companies Act, 2013, in
respect of the certificate dated January 21, 2026 in relation to the patent, design, trademark and copyright registrations and
applications filed by our Company and the Subsidiaries in India and outside India and such consent has not been withdrawn as
on the date of this Updated Draft Red Herring Prospectus - I.
112Our Company has received written consent dated January 21, 2026 from Sai Krishna and Associates, intellectual property
consultant, to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Updated Draft Red Herring Prospectus - I and as an “expert” as defined under Section 2(38) of the
Companies Act, 2013, in respect of the certificate dated January 21, 2026 in relation to the patent, design, trademark and
copyright registrations and applications filed by our Company in India and such consent has not been withdrawn as on the date
of this Updated Draft Red Herring Prospectus - I.
It is clarified that the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
IPO Grading
No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Offer.
Monitoring agency
As the Offer is an offer for sale of Equity Shares by the Selling Shareholders, our Company is not required to appoint a
monitoring agency in relation to the Offer. For further details, see “Objects of the Offer” on page 138.
Appraising Entity
As the Offer is an offer for sale of Equity Shares by the Selling Shareholders, our Company will not receive any proceeds from
the Offer. Accordingly, no appraising entity has been appointed for the Offer.
Credit Rating
As this is an Offer of Equity Shares, credit rating is not required for the Offer.
Debenture Trustees
As this is an Offer of Equity Shares, the appointment of debenture trustees is not required for the Offer.
Green Shoe Option
No green shoe option is contemplated under the Offer.
Inter-se allocation of responsibilities
The following table sets forth the inter-se allocation of responsibilities for various activities among the Book Running Lead
Managers:
Sr. No Activity Responsibility Co-ordinator (s)
1. Capital structuring with the relative components and formalities such as type of BRLMs JPM
instruments, size of issue, allocation between primary and secondary, etc.
2. Due diligence of the Company including its operations/management/business plans/legal BRLMs Kotak
etc. Drafting and design of the Pre-filed Draft Red Herring Prospectus, Updated Draft Red
Herring Prospectus - I, Updated Draft Red Herring Prospectus - II, Red Herring Prospectus,
Prospectus, abridged prospectus and application form. The BRLMs shall ensure
compliance with stipulated requirements and completion of prescribed formalities with the
Stock Exchanges, RoC and SEBI including finalisation of Prospectus and RoC filing
3. Positioning strategy, drafting of business section of the Pre-filed Draft Red Herring BRLMs JPM
Prospectus, Updated Draft Red Herring Prospectus - I, Updated Draft Red Herring
Prospectus - II, Red Herring Prospectus and Prospectus
4. Drafting and approval of all statutory advertisements BRLMs Citi
5. Drafting and approval of all publicity material other than statutory advertisement as BRLMs MS
mentioned above including corporate advertising, brochure, etc. and filing of media
compliance report
6. Appointment of intermediaries - Registrar to the Offer, advertising agency, Banker(s) to BRLMs MS
the Offer, Sponsor Bank, printer and other intermediaries, including coordination of all
agreements to be entered into with such intermediaries
7. Preparation of road show presentation BRLMs Citi
8. Preparation of frequently asked questions BRLMs JPM
113Sr. No Activity Responsibility Co-ordinator (s)
9. International institutional marketing of the Offer, which will cover, inter alia: BRLMs JPM
• Institutional marketing strategy;
• Finalising the list and division of investors for one-to-one meetings; and
• Finalising road show and investor meeting schedule
10. Domestic institutional marketing of the Offer, which will cover, inter alia: BRLMs Citi
• Institutional marketing strategy;
• Finalising the list and division of investors for one-to-one meetings; and
• Finalising road show and investor meeting schedule
11. Retail and non-institutional marketing of the Offer, which will cover, inter alia, BRLMs Kotak
• Finalising media, marketing and public relations strategy including list of frequently
asked questions at road shows;
• Finalising centres for holding conferences for brokers, etc.;
• Follow-up on distribution of publicity and Offer material including application form,
the Prospectus and deciding on the quantum of the Offer material; and
• Finalising collection centres
12. Coordination with Stock Exchanges for book building software, bidding terminals, mock BRLMs Citi
trading, anchor coordination, anchor CAN and intimation of anchor allocation
13. Managing the book and finalisation of pricing in consultation with the Company BRLMs JPM
14. Post bidding activities including management of escrow accounts, coordinate non- BRLMs Kotak
institutional allocation, coordination with Registrar, SCSBs, Sponsor Banks and other
Bankers to the Offer, intimation of allocation and dispatch of refund to Bidders, etc. Other
post-Offer activities, which shall involve essential follow-up with Bankers to the Offer and
SCSBs to get quick estimates of collection and advising Company about the closure of the
Offer, based on correct figures, finalisation of the basis of allotment or weeding out of
multiple applications, listing of instruments, dispatch of certificates or demat credit and
refunds, payment of securities transaction tax on behalf of the Selling Shareholders and
coordination with various agencies connected with the post-Offer activity such as Registrar
to the Offer, Bankers to the Offer, Sponsor Banks, SCSBs including responsibility for
underwriting arrangements, as applicable.
Coordinating with Stock Exchanges and SEBI for submission of all post-Offer reports
including the final post-Offer report to SEBI.
Book Building Process
The Book Building Process, in the context of the Offer, refers to the process of collection of Bids from Bidders on the basis of
the Red Herring Prospectus, the Bid Cum Application Forms and the Revision Forms within the Price Band, which will be
decided by our Company, in consultation with the Book Running Lead Managers, and which will either be included in the Red
Herring Prospectus or will be advertised in all editions of Financial Express, an English national daily newspaper, all editions
of Jansatta, a Hindi national daily newspaper and Bengaluru edition of Kannada Prabha, a Kannada daily newspaper (Kannada
being the regional language of Karnataka, where our Registered and Corporate Office is located), each with wide circulation,
at least two Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges for the
purpose of uploading on their respective websites. The Offer Price shall be determined by our Company and the Book Running
Lead Managers after the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations. For details, see “Offer
Procedure” on page 493.
All Bidders (other than Anchor Investors) shall participate in this Offer mandatorily through the ASBA process by
providing the details of their respective ASBA accounts in which the corresponding Bid Amount will be blocked by the
SCSBs and Sponsor Banks, as the case may be. In addition to this, the RIBs may participate through the ASBA process
by either (a) providing the details of their respective ASBA Account in which the corresponding Bid Amount will be
blocked by the SCSBs; or (b) through the UPI Mechanism. Pursuant to SEBI ICDR Master Circular, all individual
bidders in initial public offerings whose application sizes are up to ₹0.50 million shall use the UPI Mechanism.
In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to withdraw their Bid(s)
or lower the size of their Bid(s) (in terms of the number of Equity Shares or the Bid Amount) at any stage. RIBs can
revise their Bid(s) during the Bid/ Offer Period and withdraw their Bid(s) until Bid/ Offer Closing Date. Anchor
Investors are not allowed to withdraw their Bids after the Anchor Investor Bidding Date. Except for Allocation to RIBs,
NIBs and the Anchor Investors, allocation in the Offer will be on a proportionate basis. Further, allocation to Anchor
Investors will be on a discretionary basis and allocation to the Non-Institutional Bidders will be in a manner as may be
introduced under applicable laws.
Each Bidder will be deemed to have acknowledged the above restrictions and the terms of the Offer, by submitting their
Bid in the Offer.
114The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to change from
time to time and the investors are advised to make their own judgment about investment through this process prior to
submitting a Bid in the Offer.
Bidders should note that, the Offer is also subject to obtaining (i) the final approval of the RoC after the Prospectus is filed with
the RoC; and (ii) final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment
as per the prescribed timelines in compliance with the SEBI ICDR Regulations.
For further details, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” on pages 484, 490 and 493, respectively.
For details in relation to filing of this Updated Draft Red Herring Prospectus - I see “-Filing of this Updated Draft Red Herring
Prospectus - I” on page 109.
Illustration of Book Building and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Offer Procedure” on page 493.
Underwriting Agreement
After determination of the Offer Price and allocation of Equity Shares, our Company and the Selling Shareholders intend to,
prior to the filing of the Prospectus with the RoC, enter into an Underwriting Agreement with the Underwriters for the Equity
Shares proposed to be offered through the Offer. The Underwriting Agreement is dated [●]. Pursuant to the terms of the
Underwriting Agreement, the obligations of each of the Underwriters will be several and will be subject to certain conditions
specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares which they shall subscribe
to on account of rejection of bids, either by themselves or by procuring subscription, at a price which shall not be less than the
Offer Price.
(The Underwriting Agreement has not been executed as on the date of this Updated Draft Red Herring Prospectus - I. This
portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC.)
Name, address, telephone number and Indicative number of Equity Shares to be Amount underwritten
e-mail address of the Underwriters underwritten (in ₹ million)
[●] [●] [●]
The aforementioned underwriting commitments are indicative and will be finalised after pricing of the Offer, the Basis of
Allotment and actual allocation in accordance with provisions of the SEBI ICDR Regulations.
In the opinion of our Board, the resources of the Underwriters are sufficient to enable them to discharge their respective
underwriting obligations in full. The Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered
as brokers with the Stock Exchanges. Our Board, at its meeting held on [●], approved the acceptance and entering into the
Underwriting Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set forth in the table
above.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to the Equity
Shares allocated to investors respectively procured by them in accordance with the Underwriting Agreement. In the event of
any default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement,
will also be required to procure purchasers for or purchase the Equity Shares to the extent of the defaulted amount and the Bids
to be underwritten in the Offer by each Book Running Lead Manager shall be as per the Underwriting Agreement.
115CAPITAL STRUCTURE
Details of our Company’s share capital, as on the date of this Updated Draft Red Herring Prospectus - I, is disclosed below:
(in ₹, except share data)
Sr. Particulars Aggregate value Aggregate value at
No. at face value (₹) Offer Price*
A AUTHORISED SHARE CAPITAL(1)
1,000,000,000 Equity Shares of face value of ₹1 each 1,000,000,000 -
B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER
506,604,456 Equity Shares of face value of ₹1 each 506,604,456 -
C PRESENT OFFER(2)(3)(4)
Offer for Sale of up to 50,660,446 Equity Shares of face value of ₹1 each aggregating up [●] [●]
to ₹[●] million
D ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER
506,604,456 Equity Shares of face value of ₹1 each 506,604,456 -
E SECURITIES PREMIUM ACCOUNT
Before and after the Offer 247,982,308,270.12
(1) For details of the changes in the authorised share capital of our Company in last 10 years, see “History and Certain Corporate Matters – Amendment to
our Memorandum of Association” on page 253.
(2) The Offer has been authorised by our Board pursuant to the resolution passed at its meeting dated September 23, 2025.
(3) Our Board has taken on record the consent by each of the Selling Shareholders to, severally and not jointly, participate in the Offer for Sale, pursuant to
its resolution dated September 23, 2025. Each of the Selling Shareholders has, severally and not jointly, approved its respective participation in the Offer
for Sale pursuant to its respective consent letter. For details on the authorisation and consent of each of the Selling Shareholders in relation to their
respective Offered Shares, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 101 and 454, respectively.
(4) Each of the Selling Shareholders, severally and not jointly, confirmed that its respective portion of the Offered Shares is eligible for being offered for
sale, in accordance with Regulation 8 and 8A of the SEBI ICDR Regulations respectively.
116Notes to Capital Structure
1. Share capital history of our Company
(a) Equity share capital
The history of the equity share capital of our Company is set out in the table below:
Date of Number of Name of allottees Face Issue Nature of Nature of Cumulative Cumulative
allotment of equity shares value per price per allotment consideration number of paid-up equity
equity shares allotted equity equity equity share capital
share (₹) share (₹) shares (₹)
December 18, 10,000 Allotment of 5,000 equity shares of face value of ₹10 each to Amit Narang and 5,000 10 10 Initial subscription Cash 10,000 100,000
2012 equity shares of face value of ₹10 each to Jyoti Narang to the Memorandum
of Association
February 19, 600,700 Allotment of 350,000 equity shares of face value of ₹10 each to Amit Narang, 10 10 Further issue Cash 610,700 6,107,000
2013 100,000 equity shares of face value of ₹10 each to Jyoti Narang, 50,000 equity
shares of face value of ₹10 each to Vijay Kumar Bhatti, 100,000 equity shares of
face value of ₹10 each to Adarsh Kumar Bhatti, 500 equity shares of face value of
₹10 each to Raj Kumar Bhatti, 100 equity shares of face value of ₹10 each to
Namrata Gupta and 100 equity shares of face value of ₹10 each to Rajiv K Angra
February 27, 100,000 Allotment of 100,000 equity shares of face value of ₹10 each to Amit Narang 10 10 Further issue Cash 710,700 7,107,000
2013
May 15, 2013 25,000 Allotment of 25,000 equity shares of face value of ₹10 each to Amit Narang 10 10 Further issue Cash 735,700 7,357,000
July 31, 2013 120,000 Allotment of 120,000 equity shares of face value of ₹10 each to Kiran Shetty 10 10 Further issue Cash 855,700 8,557,000
September 30, 165,000 Allotment of 85,000 equity shares of face value of ₹10 each to Amit Narang and 10 10 Further issue Cash 1,020,700 10,207,000
2013 80,000 equity shares of face value of ₹10 each to Kiran Shetty
October 8, 2013 20 Allotment of 10 equity shares of face value of ₹10 each to Pushpa Rajput and 10 10 10 Further issue Cash 1,020,720 10,207,200
equity shares of face value of ₹10 each to Kavinder Nath Rajput
November 25, 20 Allotment of 20 equity shares of face value of ₹10 each to Lakhwinder Singh 10 10 Further issue Cash 1,020,740 10,207,400
2013
June 4, 2014 51,000 Allotment of 50,000 equity shares of face value of ₹10 each to Namrata Gupta, 990 10 10 Further issue Cash 1,071,740 10,717,400
equity shares of face value of ₹10 each to Jyoti Narang and 10 equity shares of face
value of ₹10 each to Vanita Awasthi
August 22, 2014 10,700 Allotment of 5,350 equity shares of face value of ₹10 each to Suresh Kumar and 10 46.73 Preferential Cash 1,082,440 10,824,400
5,350 equity shares of face value of ₹10 each to Saurabh Singla issue(3)(4)
September 25, 21,400 Allotment of 10,700 equity shares of face value of ₹10 each to Suresh Kumar and 10 46.73 Preferential Cash 1,103,840 11,038,400
2014 10,700 equity shares of face value of ₹10 each to Saurabh Singla issue(3)(4)
October 15, 2014 25,000 Allotment of 25,000 equity shares of face value of ₹10 each to Amit Narang 10 10 Preferential issue(4) Cash 1,128,840 11,288,400
December 4, 10,700 Allotment of 5,350 equity shares of face value of ₹10 each to Suresh Kumar and 10 46.73 Preferential issue Cash 1,139,540 11,395,400
2014 5,350 equity shares of face value of ₹10 each to Saurabh Singla (3)(4)
December 27, 21,400 Allotment of 10,700 equity shares of face value of ₹10 each to Suresh Kumar and 10 46.73 Preferential issue Cash 1,160,940 11,609,400
2014 10,700 equity shares of face value of ₹10 each to Saurabh Singla (3)(4)
March 2, 2015 8,560 Allotment of 8,560 equity shares of face value of ₹10 each to Suresh Kumar 10 46.73 Preferential issue Cash 1,169,500 11,695,000
(3)(4)
117Date of Number of Name of allottees Face Issue Nature of Nature of Cumulative Cumulative
allotment of equity shares value per price per allotment consideration number of paid-up equity
equity shares allotted equity equity equity share capital
share (₹) share (₹) shares (₹)
March 10, 2015 100,000 Allotment of 50,000 equity shares of face value of ₹10 each to Amit Narang and 10 10 Preferential issue(4) Cash 1,269,500 12,695,000
50,000 equity shares of face value of ₹10 each to Jyoti Narang
March 26, 2015 34,240 Allotment of 12,840 equity shares of face value of ₹10 each to Suresh Kumar and 10 46.73 Preferential Cash 1,303,740 13,037,400
21,400 equity shares of face value of ₹10 each to Saurabh Singla issue(3)(4)
July 3, 2015 168,954 Allotment of 168,954 equity shares of face value of ₹10 each to Flipkart Payments 10 187.92 Rights issue(1)(2) Cash 1,472,694 14,726,940
Private Limited (now known as Headstand Pte. Ltd.)
August 26, 2015 2,417,146 Allotment of 2,417,146 equity shares of face value of ₹10 each to Flipkart Payments 10 187.92 Rights issue(2)(5) Cash 3,889,840 38,898,400
Private Limited (now known as Headstand Pte. Ltd.)
April 11, 2016 5,417,897 Allotment of 5,417,897 equity shares of face value of ₹10 each to Flipkart Payments 10 190.00 Rights issue(2) Cash 9,307,737 93,077,370
Private Limited (now known as Headstand Pte. Ltd.)
October 27, 2016 4,184,375 Allotment of 4,184,375 equity shares of face value of ₹10 each to Flipkart Payments 10 200.00 Rights issue(2) Cash 13,492,112 134,921,120
Private Limited (now known as Headstand Pte. Ltd.)
August 30, 2017 1,760,477 Allotment of 1,760,477 equity shares of face value of ₹10 each to Flipkart Payments 10 1,445.29 Rights issue(2) Cash 15,252,589 152,525,890
Private Limited (now known as Headstand Pte. Ltd.)
March 19, 2018 2,456,066 Allotment of 2,456,066 equity shares of face value of ₹10 each to Flipkart Payments 10 2,110.00 Rights issue(2) Cash 17,708,655 177,086,550
Private Limited (now known as Headstand Pte. Ltd.)
April 27, 2018 1,539,817 Allotment of 1,539,817 equity shares of face value of ₹10 each to Flipkart Payments 10 2,110.00 Rights issue(2) Cash 19,248,472 192,484,720
Private Limited (now known as Headstand Pte. Ltd.)
July 20, 2018 2,140,602 Allotment of 2,140,602 equity shares of face value of ₹10 each to Flipkart Payments 10 2,110.00 Rights issue(2) Cash 21,389,074 213,890,740
Private Limited (now known as Headstand Pte. Ltd.)
September 30, 4,871,863 Allotment of 4,871,863 equity shares of face value of ₹10 each to Flipkart Payments 10 2,550.00 Rights issue(2) Cash 26,260,937 262,609,370
2018 Private Limited (now known as Headstand Pte. Ltd.)
February 28, 2,915,964 Allotment of 2,915,964 equity shares of face value of ₹10 each to PhonePe Private 10 2,550.00 Rights issue(2) Cash 29,176,901 291,769,010
2019 Limited, Singapore (now known as Headstand Pte. Ltd.)
July 5, 2019 2,022,946 Allotment of 2,022,946 equity shares of face value of ₹10 each to PhonePe Private 10 3,450.00 Rights issue(2) Cash 31,199,847 311,998,470
Limited, Singapore (now known as Headstand Pte. Ltd.)
September 27, 1,174,041 Allotment of 1,174,041 equity shares of face value of ₹10 each to PhonePe Private 10 3,450.00 Rights issue(2) Cash 32,373,888 323,738,880
2019 Limited, Singapore (now known as Headstand Pte. Ltd.)
November 26, 1,381,278 Allotment of 1,381,278 equity shares of face value of ₹10 each to PhonePe Private 10 4,240.00 Rights issue(2) Cash 33,755,166 337,551,660
2019 Limited, Singapore (now known as Headstand Pte. Ltd.)
February 12, 1,007,670 Allotment of 1,007,670 equity shares of face value of ₹10 each to PhonePe Private 10 4,240.00 Rights issue(2) Cash 34,762,836 347,628,360
2020 Limited, Singapore (now known as Headstand Pte. Ltd.)
December 2, 198,755 Allotment of 198,755 equity shares of face value of ₹10 each to PhonePe Private 10 7,547.00 Rights issue Cash 34,961,591 349,615,910
2020 Limited, Singapore (now known as Headstand Pte. Ltd.)
December 22, 1,470,783 Allotment of 1,470,783 equity shares of face value of ₹10 each to PhonePe Private 10 7,547.00 Rights issue Cash 36,432,374 364,323,740
2020 Limited, Singapore (now known as Headstand Pte. Ltd.)
July 13, 2021 934,042 Allotment of 934,042 equity shares of face value of ₹10 each to PhonePe Private 10 7,547.00 Rights issue Cash 37,366,416 373,664,160
Limited, Singapore (now known as Headstand Pte. Ltd.)
December 24, 463,761 Allotment of 463,761 equity shares of face value of ₹10 each to PhonePe Private 10 7,547.00 Rights issue Cash 37,830,177 378,301,770
2021 Limited, Singapore (now known as Headstand Pte. Ltd.)
March 23, 2022 1,701,865 Allotment of 1,701,865 equity shares of face value of ₹10 each to PhonePe Private 10 8,901.00 Rights issue Cash 39,532,042 395,320,420
Limited, Singapore (now known as Headstand Pte. Ltd.)
118Date of Number of Name of allottees Face Issue Nature of Nature of Cumulative Cumulative
allotment of equity shares value per price per allotment consideration number of paid-up equity
equity shares allotted equity equity equity share capital
share (₹) share (₹) shares (₹)
March 24, 2022 854,303 Allotment of 854,303 equity shares of face value of ₹10 each to PhonePe Private 10 8,901.00 Rights issue Cash 40,386,345 403,863,450
Limited, Singapore (now known as Headstand Pte. Ltd.)
November 15, 371,753 Allotment of 371,753 equity shares of face value of ₹10 each to PhonePe Private 10 19,968.00 Rights issue Cash 40,758,098 407,580,980
2022 Limited, Singapore (now known as Headstand Pte. Ltd.)
January 19, 2023 1,454,828 Allotment of 1,454,828 equity shares of face value of ₹10 each to General Atlantic 10 19,968.00 Preferential issue Cash 42,212,926 422,129,260
Singapore PPIL Pte. Ltd.
February 23, 311,749 Allotment of 207,833 equity shares of face value of ₹10 each to Ribbit Bullfrog II 10 19,968.00 Preferential issue Cash 42,524,675 425,246,750
2023 Cayman IN Holdings, Ltd. and 103,916 equity shares of face value of ₹10 each to
Tiger Global PIP 9-1 Ltd.
March 17, 2023 831,330 Allotment of 831,330 equity shares of face value of ₹10 each to Fit Holdings SARL 10 19,968.00 Preferential issue Cash 43,356,005 433,560,050
(now known as WM Digital Commerce Holdings Pte. Ltd.)
March 30, 2023 97,656 Allotment of 97,656 equity shares of face value of ₹10 each to TVS Shriram Growth 10 19,968.00 Preferential issue Cash 43,453,661 434,536,610
Fund 3
April 12, 2023 410,000 Allotment of 410,000 equity shares of face value of ₹10 each to General Atlantic 10 19,968.00 Preferential issue Cash 43,863,661 438,636,610
Singapore PPIL Pte. Ltd.
May 31, 2023 410,700 Allotment of 410,700 equity shares of face value of ₹10 each to General Atlantic 10 19,968.00 Preferential issue Cash 44,274,361 442,743,610
Singapore PPIL Pte. Ltd.
Pursuant to the Board and Shareholder’s resolution dated March 11, 2025 and March 31, 2025, respectively, the face value of the equity shares was sub-divided from ₹10 per equity share to ₹1 per Equity Share.
Accordingly, the issued, subscribed and paid-up equity share capital of our Company was sub-divided from 44,274,361 equity shares of face value of ₹10 each to 442,743,610 Equity Shares of face value of ₹1 each
September 12, 43,206,820(7) Allotment of 21,603,410 Equity Shares of face value of ₹1 each to Sameer Nigam 1 1.00 Allotment pursuant Cash 485,950,430 485,950,430
2025 and 21,603,410 Equity Shares of face value of ₹1 each to Rahul Chari to exercise under
PhonePe Award
Schemes
September 13, 17,682,908(8) Allotment of 17,682,908 Equity Shares of face value of ₹1 each to 100 employees$(6) 1 1.00 Allotment pursuant Cash 503,633,338 503,633,338
2025 of PhonePe Group to exercise under
PSOP(9)
2,971,118(8) Allotment of 2,971,118 Equity Shares of face value of ₹1 each to 1,594 employees(6) 1 1.00 Allotment pursuant Cash 506,604,456 506,604,456
of PhonePe Group to exercise under
PSOP(9)
(1) Acquired by way of a renunciation in favour of Flipkart Payments Private Limited (now known as Headstand Pte. Ltd.) from Amit Narang, Jyoti Narang, Vijay Kumar Bhatti, Adarsh Kumar Bhatti, Namrata Gupta, Kiran Shetty, Suresh
Kumar and Saurabh Singla.
(2) In relation to the rights issues undertaken by our Company during the period from July 3, 2015 to February 12, 2020, we have not been able to trace certain letters of offer, letters of acceptance and letters of non-participation by the relevant
Shareholders during such periods. Accordingly, reliance has been placed on copies of the board resolutions authorizing the rights issues and allotting equity shares. For further details, see “Risk Factors – We are unable to trace some of
our corporate records relating to allotments made by our Company pursuant to certain allotments. We cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future in relation to
these matters or there will be any other non-compliances in the future, which may impact our financial condition and reputation.” on page 67.
(3) The issue price for such allotments was ₹46.73 per equity share (comprising ₹10 as face value and ₹36.73 as securities premium amount), as per the resolution annexed to the Form PAS-3 filed with the RoC for such allotments. However,
as per the ‘list of allottees’ / ‘Table A and B’ annexed to the Form PAS-3, the securities premium amount was erroneously recorded as ‘Nil’. For further details, see “Risk Factors – Certain of our corporate filings with the RoC have
discrepancies and instances of non-conformance with the Companies Act, 2013 relating to share allotments. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future, and we will not be
subject to any penalty imposed by the competent regulatory authority in this regard” on page 66.
(4) Our Company has filed an adjudication application dated July 14, 2025 before the Registrar of Companies, Karnataka on July 16, 2025, for adjudication of penalties under Section 450 of the Companies Act, 2013 in relation to non-
conformance with the provisions of Section 62(1)(c) of the Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, as amended, on allotments of equity shares at a price lower than the price
determined in the valuation reports. For further details, see “Risk Factors – Certain of our corporate filings with the RoC have discrepancies and instances of non-conformance with the Companies Act, 2013 relating to share allotments.
We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future, and we will not be subject to any penalty imposed by the competent regulatory authority in this regard” on page 66.
119(5) While we have the board resolution authorising the rights issue and allotting Equity Shares pursuant to the rights issue undertaken by our Company, we have not been able to trace the RBI acknowledgement email for filing of the Form
FC-GPR in relation to the allotment undertaken by our Company. For further details, see “Risk Factors – We are unable to trace some of our corporate records relating to allotments made by our Company pursuant to certain allotments.
We cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future in relation to these matters or there will be any other non-compliances in the future, which may impact our financial
condition and reputation.”
(6) For details of allottees, please see https://www.phonepe.com/regdocs/12b79a93-a67a-4e8d-85d7-bfb36eda54ms.
(7) Out of 43,206,820 Equity Shares allotted to Founders of our Company pursuant to the allotment dated September 12, 2025, 13,486,577 Equity Shares are subject to a lock-up in terms of the PhonePe Award Schemes, and such lock-up shall
be released in terms of the PhonePe Award Schemes. For details see “– Notes to Capital Structure – Share capital history of our Company – Equity share capital” on page 117.
(8) Out of 20,654,026 Equity Shares allotted to employees of our Company pursuant to the allotment dated September 13, 2025, 13,760,738 Equity Shares which are currently held by employees are subject to a lock-in until the consummation
of the Offer, in terms of the PSOP. For details see “– Notes to Capital Structure – Share capital history of our Company – Equity share capital” on page 117.
(9) For details see “ - Employee stock option plans - PhonePe Stock Option Scheme (“PSOP”)” on page 135.
120Except as disclosed in “Risk Factors – Certain of our corporate filings with the RoC have discrepancies and instances of non-
conformance with the Companies Act, 2013 relating to share allotments. We cannot assure you that regulatory proceedings or
actions will not be initiated against us in the future, and we will not be subject to any penalty imposed by the competent
regulatory authority in this regard” on page 66, our Company has made the above mentioned issuances and allotments of equity
shares from the date of incorporation of our Company till the date of filing of this Updated Draft Red Herring Prospectus - I in
compliance with the relevant provisions of the Companies Act, 1956 and the Companies Act, 2013, as applicable.
Secondary transactions
Except as disclosed below and in “– History of Equity Share capital held by our Promoters and Promoter Group” on page 124,
there has been no acquisition or transfer of securities through secondary transactions by our Promoters and Selling Shareholders.
Further, as on the date of this Updated Draft Red Herring Prospectus - I, the members of the Promoter Group (other than one
of our Promoters, WM Digital Commerce Holdings Pte. Ltd.) do not hold any Equity Shares in our Company and there have
been no acquisition or transfer of securities through secondary transactions by the members of the Promoter Group.
Date of transfer Number of equity Name of transferor Name of transferee Face value per Transfer price Nature of
of equity shares shares equity share per equity share consideration
transferred (₹) (₹)
December 23, 367,879 PhonePe Private Limited, Microsoft Global 10.00 19,968.00 Cash
2022 Singapore (now known as Finance Unlimited
Headstand Pte. Ltd.) Company
(b) Preference share capital
Our Company does not have any preference share capital as on the date of this Updated Draft Red Herring Prospectus
- I.
2. Shares issued for consideration other than cash or out of revaluation reserves
Our Company has not issued any equity shares for consideration other than cash or out of the revaluation reserves
since its incorporation as on the date of this Updated Draft Red Herring Prospectus - I.
3. Specified securities issued at a price lower than the Offer Price in the last one year
The Offer price is ₹ [●]. For further details in relation to the issuances in the preceding one year, see “– Notes to
Capital Structure – Share capital history of our Company – (a) Equity share capital” on page 117.
4. Shares issued under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies
Act, 2013
Our Company has not allotted any equity shares pursuant to any scheme approved under Sections 391 to 394 of the
Companies Act, 1956 or Sections 230 to 234 of the Companies Act, 2013, as applicable.
1215. Shareholding pattern of our Company
The table below presents the Equity Shareholding pattern of our Company, as on the date of this Updated Draft Red Herring Prospectus - I:
Cate Category Numbe Number of Nu Number Total Share Number of voting rights held in each Number of Total no. of Shareh Number of Number of Non- Other Total Number of
gory of r of fully paid-up mb of number of holdin class of securities (IX) shares shares on a olding, locked in shares shares disposa encum numbe Equity
(I) shareholde shareh Equity er shares shares held g as a underlying fully diluted as a % (XIII) pledged or l brance r of Shares held
r (II) olders Shares held of underlyi (VII)=(IV)+( % of outstandin basis assumi otherwise undert s, shares in
(III) (IV) par ng V) + (VI) total g (including ng full encumbered aking if any encum dematerialis
tly deposito numb convertible warrants, conver (XIV) (XV) (XVI) bered ed form
pai ry er of securities employee sion of (XVII) (XVIII)
d- receipts shares (including stock conver =
up (VI) (calcul warrants options, tible (XIII+
Equ ate as and vested convertible securiti XIV+X
ity per employee securities etc. es (as a V+XVI
Sha SCRR stock (XI) = percen )
res , 1957) Number of voting rights Total options) (VII+X) tage of No. (a) As a Numbe As a No As No As No As
hel (VIII) Class e.g.: Cla Total as a % (X) diluted % of r (a) % of . a . a . a
d As a Equity ss of share total total (a) % (a) % (a) %
(V) % of Shares e.g.: (A+B + capital shar shar of of of
(A+B+ Oth C) ) e s es tot tot tot
C2) ers (XII)= held held al al al
(VII)+( (b) (b) sh sh sh
X) As a are are are
% of s s s
(A+B+ hel hel hel
C2)* d d d
(b) (b) (b)
(A) Promoter 1 371,517,890 - - 371,517,890 73.33 371,517,890 - 371,517,890 73.33 - 371,517,890 71.77 - - - - - - - - - - 371,517,890
and
Promoter
Group
(B) Public 1,706& 135,086,566^ - - 135,086,566 26.67 135,086,566 - 135,086,566 26.67 11,078,945 146,165,511 28.23 13,760,738# 2.66 - - - - - - - - 135,086,566
(C) Non- - - - - - - - - - - - - - - - - - - - - - - - -
Promoter-
Non-Public
(C1) Shares - - - - - - - - - - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares held - - - - - - - - - - - - - - - - - - - - - - - -
by
employee
trusts
Total 1,707 506,604,456 506,604,456 100.00 506,604,456 506,604,456 100.00 11,078,945 517,683,401 100.00 13,760,738 2.66 - - - - - - - - 506,604,456
*Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon exercise of vested options under the PSOP.
^ Out of 43,206,820 Equity Shares allotted to Founders of our Company pursuant to the allotment dated September 12, 2025, 13,486,577 Equity Shares are subject to a lock-up in terms of the PhonePe Award Schemes, and such lock-up shall
be released in terms of the PhonePe Award Schemes. For details see “– Notes to Capital Structure – Share capital history of our Company – Equity share capital” on page 117.
# Out of 20,654,026 Equity Shares allotted to employees of our Company pursuant to the allotment dated September 13, 2025, 13,760,738 Equity Shares which are currently held by employees are subject to a lock-in until the consummation
of the Offer, in terms of the PSOP. For details see “– Notes to Capital Structure – Share capital history of our Company – Equity share capital” on page 117.
& Our Company has made allotment on September 13, 2025 of (i) 17,682,908 Equity Shares of face value ₹1 each to 100 employees of PhonePe Group; and (ii) 2,971,118 Equity Shares of face value ₹1 each to 1,594 employees of PhonePe
Group. For further details please refer to the “Capital Structure - Notes to Capital Structure – 1. Share capital history of our Company – (a) Equity share capital” on page 117.
1226. Details of equity shareholding of the major Shareholders of our Company
a) Set out below are details of Shareholders holding 1% or more of the paid-up share capital of our Company as on the
date of this Updated Draft Red Herring Prospectus - I:
Sr. Name of the Shareholder Number of Equity Shares of Percentage of the pre-Offer
No. face value of ₹1 each on a fully Equity Share capital on a
diluted basis* fully diluted basis (%)
1. WM Digital Commerce Holdings Pte. Ltd. 371,517,890 71.77
2. General Atlantic Singapore PPIL Pte. Ltd. 46,492,018 8.98
3. Headstand Pte. Ltd. (formerly known as Flipkart 29,666,640 5.73
Payments Private Limited and PhonePe Private
Limited, Singapore)
4. Sameer Nigam 13,181,685 2.55
5. Rahul Chari 13,181,685 2.55
6. 3State Ventures Pte. Ltd. 5,346,360 1.03
*Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon exercise of vested options under the
PSOP.
b) Set out below are details of Shareholders holding 1% or more of the paid-up share capital of our Company as of 10
days prior to the date of this Updated Draft Red Herring Prospectus - I:
Sr. Name of the Shareholder Number of Equity Shares of Percentage of the pre-Offer
No. face value of ₹1 each on a fully Equity Share capital on a
diluted basis* fully diluted basis (%)
1. WM Digital Commerce Holdings Pte. Ltd. 371,517,890 71.77
2. General Atlantic Singapore PPIL Pte. Ltd. 46,492,018 8.98
3. Headstand Pte. Ltd. (formerly known as Flipkart 29,666,640 5.73
Payments Private Limited and PhonePe Private
Limited, Singapore)
4. Sameer Nigam 13,181,685 2.55
5. Rahul Chari 13,181,685 2.55
6. 3State Ventures Pte. Ltd 5,346,360 1.03
*Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon exercise of vested options under the
PSOP.
c) Set out below are details of Shareholders holding 1% or more of the paid-up share capital of our Company as of one
year prior to the date of this Updated Draft Red Herring Prospectus - I:
Sr. Name of the Shareholder Number of equity shares of Percentage of the pre-Offer
No. face value of ₹10 each on a Equity Share capital on a
fully diluted basis* fully diluted basis (%)
1. WM Digital Commerce Holdings Pte. Ltd. 37,151,789 73.82
2. Headstand Pte. Ltd. (formerly known as Flipkart 2,966,664 5.89
Payments Private Limited and PhonePe Private
Limited, Singapore)
3. General Atlantic Singapore PPIL Pte. Ltd. 2,275,528 4.52
4. Sameer Nigam 1,739,321 3.46
5. Rahul Chari 1,739,321 3.46
6. 3State Ventures Pte. Ltd. 534,636 1.06
7. INQ Holding LLC 506,875 1.01
*Calculated on the basis of total equity shares of face value of ₹10 each held and such number of Equity Shares which will result upon exercise of
vested options under the PSOP and PhonePe Award Schemes.
d) Set out below are details of Shareholders holding 1% or more of the paid-up share capital of our Company as of two
years prior to the date of this Updated Draft Red Herring Prospectus - I:
Sr. Name of the Shareholder Number of equity shares of Percentage of the pre-Offer
No. face value of ₹10 each* Equity Share capital (%)
1. WM Digital Commerce Holdings Pte. Ltd. 37,151,789 80.39
2. Headstand Pte. Ltd. (formerly known as Flipkart 2,966,664 6.42
Payments Private Limited and PhonePe Private
Limited, Singapore)
3. General Atlantic Singapore PPIL Pte. Ltd. 2,275,528 4.92
4. 3State Ventures Pte. Ltd. 534,636 1.16
5. INQ Holding LLC 506,875 1.10
*Calculated on the basis of total equity shares of face value of ₹10 each held and such number of Equity Shares which will result upon exercise of
vested options under the PSOP.
1237. History of Equity Share capital held by our Promoters and Promoter Group
As on the date of this Updated Draft Red Herring Prospectus - I, one of our Promoters, WM Digital Commerce
Holdings Pte. Ltd. holds 371,517,890 Equity Shares of face value of ₹1 each, representing 71.77% of the issued,
subscribed and paid-up Equity share capital of our Company, calculated on a fully diluted basis*.
*Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon exercise of vested options under the
PSOP.
Further, as on the date of this Updated Draft Red Herring Prospectus - I, our other Promoter, Wal-Mart International
Holdings, Inc. does not hold any Equity Shares in our Company. For further details in relation to shareholding pattern
of Wal-Mart International Holdings, Inc., see “Our Promoters and Promoter Group - Wal-Mart International
Holdings, Inc.” on page 294.
As on the date of this Updated Draft Red Herring Prospectus - I, the members of the Promoter Group do not hold any
Equity Shares in our Company. As on the date of this Updated Draft Red Herring Prospectus - I, the directors of our
Promoters do not hold any Equity Shares in our Company.
The details regarding our Promoters’ shareholding are set forth below:
(a) Build-up of equity shareholding of Promoters in our Company
The build-up of the equity shareholding of one of our Promoters, WM Digital Commerce Holdings Pte. Ltd. (previously
known as Fit Parent Pte. Ltd. and FIT Holdings SARL) since incorporation of our Company is set out below:
Date of Nature of transaction Number of Nature Face Issue Percentage Percentage
allotment/ equity shares of value price/ of the pre- of the post-
transfer allotted/ consider per transfer Offer Offer
transferred ation equity price per capital on a capital on a
share equity fully diluted fully
(₹) share (₹) basis^* (%) diluted* (%)
December Transfer of equity shares from 36,320,459 Cash 10 19,968.00 70.16 [●]
23, 2022 PhonePe Private Limited,
Singapore (now known as
Headstand Pte. Ltd.)
March 17, Preferential issue 831,330 Cash 10 19,968.00 1.61 [●]
2023
Pursuant to the Board and Shareholder’s resolution dated March 11, 2025 and March 31, 2025, respectively, the face value of the
equity shares was sub-divided from ₹10 per equity share to ₹1 per Equity Share. Accordingly, by virtue of sub-division, with
effect from March 31, 2025, WM Digital Commerce Holdings Pte. Ltd. is currently holding 371,517,890 Equity Shares of face
value of ₹1 each
Total 371,517,890 - - - 71.77 [●]
^ Adjusted for split, as applicable.
*Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon exercise of vested options under the
PSOP.
All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment of such Equity
Shares.
(b) Shareholding of our Promoters and Promoter Group
As on the date of this Updated Draft Red Herring Prospectus - I, except as disclosed below, our Promoters and the
members of the Promoter Group do not hold any Equity Shares in our Company.
Sr. Name of the Shareholder Pre-Offer Percentage of the Post-Offer Percentage of the
No. number of pre-Offer Equity number of post-Offer
Equity Shares of capital on a fully Equity Shares of Equity Share
face value of ₹1 diluted basis* (%) face value of ₹1 capital on a fully
each each diluted basis*
(%)
1. WM Digital Commerce 371,517,890 71.77 [●] [●]
Holdings Pte. Ltd.
Total 371,517,890 71.77 [●] [●]
*Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon exercise of vested options under the
PSOP.
1248. Details of Promoters’ Contribution and lock-in
In accordance with Regulations 14 and 16 (1)(a) of the SEBI ICDR Regulations, an aggregate of 20% of the fully
diluted post-Offer Equity Share capital of our Company held by our Promoter, WM Digital Commerce Holdings Pte.
Ltd., shall be considered as the minimum Promoters’ Contribution and is required to be locked-in for a period of 18
months from the date of Allotment or such other period as prescribed under the SEBI ICDR Regulations (“Promoters’
Contribution”). Our Promoter, WM Digital Commerce Holdings Pte. Ltd.’s shareholding in excess of 20% of the
fully diluted post-Offer Equity Share capital shall be locked in for a period of six months from the date of Allotment
or such other period as may be prescribed under the SEBI ICDR Regulations.
The details of the Equity Shares held by our Promoter, WM Digital Commerce Holdings Pte. Ltd., which shall be
locked-in for Promoters’ Contribution for a period of 18 months, or such other period as prescribed under the SEBI
ICDR Regulations from the date of Allotment as Promoters’ Contribution are as set out below:*
Name of Number Date up to Date of Nature of Face value Issue/Acquisition Percentage Percentage
the of Equity which Equity allotment/ transaction per Equity price per Equity of pre- Offer of post-
Promoter Shares Shares are transfer of Share (₹) Share (₹) paid-up Offer
locked-in subject to Equity Equity Share paid-up
lock-in Shares capital on a Equity
fully diluted Share
basis*^ capital on
a fully
diluted
basis*^
WM Digital [●] [●] [●] [●] [●] [●] [●] [●]
Commerce
Holdings
Pte. Ltd.
Total [●] [●] [●] [●] [●] [●] [●] [●]
*To be completed prior to filing of the Prospectus with the RoC.
*Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon exercise of vested options under the
PSOP.
^ Adjusted for split, as applicable.
Our Promoter, WM Digital Commerce Holdings Pte. Ltd., has given consent to include such number of Equity Shares
held by it as disclosed above, constituting 20% of the fully diluted post-Offer Equity Share capital of our Company as
Promoter’s Contribution and have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner
the Promoters’ Contribution from the date of filing this Updated Draft Red Herring Prospectus - I, until the expiry of
the lock-in period specified above, or for such other time as required under SEBI ICDR Regulations, except as may
be permitted, in accordance with the SEBI ICDR Regulations.
Our Company undertakes that the Equity Shares that are being locked-in will not be ineligible for computation of
Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. For details of the build-up of the
share capital held by our Promoters, see “ – History of Equity Share capital held by our Promoters and Promoter
Group – (a) Build-up of Equity shareholding of Promoters in our Company” on page 124.
In this connection, we confirm the following:
(i) The Equity Shares offered towards minimum Promoters’ Contribution do not include Equity Shares acquired
during the three immediately preceding years (a) for consideration other than cash and revaluation of assets
or capitalization of intangible assets, or (b) arising from bonus issue by utilization of revaluation reserves or
unrealised profits of our Company or from a bonus issue against equity shares of face value of ₹1, which are
otherwise ineligible for computation of Promoters’ Contribution;
(ii) The Equity Shares offered towards minimum Promoters’ Contribution have not been acquired by our
Promoters during the year immediately preceding the date of this Updated Draft Red Herring Prospectus - I
at a price lower than the Offer Price;
(iii) Our Company has not been formed by the conversion of one or more partnership firms or a limited liability
partnership firm into a company in the preceding one year and hence, no equity shares have been issued in
the one year immediately preceding the date of this Updated Draft Red Herring Prospectus - I pursuant to
conversion from a partnership firm or a limited liability partnership firm;
(iv) The Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge or any other
encumbrance as on the date of this Updated Draft Red Herring Prospectus - I; and
125(v) The Equity Shares of our Company held by one of our Promoters, WM Digital Commerce Holdings Pte. Ltd.,
are in dematerialized form. Further, our other Promoter, Wal-Mart International Holdings, Inc. does not hold
any Equity Shares in our Company as on the date of this Updated Draft Red Herring Prospectus - I.
9. Details of Equity Shares locked-in for six months
In terms of Regulation 17 of the SEBI ICDR Regulations, except for the Promoters’ Contribution which shall be
locked-in as stated above, as prescribed under the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital
of our Company (including any unsubscribed portion of the Offered Shares) will be locked-in for a period of six
months from the date of Allotment or any other period as may be prescribed under applicable law, except for:
(i) the Equity Shares Allotted pursuant to the Offer for Sale;
(ii) any Equity Shares held by the employees (whether currently employees or not) of our Company which are
and will be allotted to them under the PSOP, PhonePe Award Schemes and PFSOP 2025; and
(iii) the Equity Shares held by TVS Shriram Growth Fund 3, who is a Category II AIF or other Shareholders who
are VCFs, Category I AIFs, Category II AIFs or FVCIs, as applicable, provided that such Equity Shares will
be locked-in for a period of at least six months from the date of purchase by TVS Shriram Growth Fund 3 or
other Shareholders who are VCFs, Category I AIFs, Category II AIFs or FVCIs, as applicable, subject to the
provisions of Regulation 8A(c) of the SEBI ICDR Regulations.
In accordance with Regulation 8A(c) of the SEBI ICDR Regulations, for Shareholders holding (individually or with
persons acting in concert) more than 20% of pre-Offer shareholding of our Company on a fully diluted basis, the
provisions of lock-in as specified under Regulation 17 of the SEBI ICDR Regulations shall be applicable, and
relaxation from lock-in as provided under Regulation 17(c) of the SEBI ICDR Regulations is not applicable.
10. Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors
50% of the Equity Shares Allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a
period of 90 days from the date of Allotment, and the remaining 50% of the Equity Shares Allotted to Anchor Investors
under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment.
11. Other requirements in respect of lock-in
As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the
Equity Shares locked-in are recorded by the relevant Depository.
Pursuant to Regulation 21(a) of the SEBI ICDR Regulations, the Equity Shares held by our Promoter, WM Digital
Commerce Holdings Pte. Ltd., which are locked-in for a period of 18 months from the date of Allotment may be
pledged as collateral security for loans granted by scheduled commercial banks, public financial institutions, NBFC-
SI or housing finance companies, provided that such loans have been granted by such bank or institution for the purpose
of financing one or more of the objects of the Offer and pledge of the Equity Shares is a term of sanction of such loans.
Pursuant to Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by our Promoter, WM Digital
Commerce Holdings Pte. Ltd., which are locked-in for a period of six months from the date of Allotment may be
pledged as collateral security for loans granted by scheduled commercial banks, public financial institutions, NBFC-
SI or housing finance companies, provided that pledge of the Equity Shares is one of the terms of sanction of such
loans.
In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoter, WM Digital Commerce
Holdings Pte. Ltd., which are locked-in, may be transferred to any member of the Promoter Group or a new promoter,
subject to continuation of lock-in applicable with the transferee for the remaining period (and such transferees shall
not be eligible to transfer until the expiry of the lock-in period) and compliance with provisions of the SEBI Takeover
Regulations, as applicable.
Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons (other than our
Promoter) prior to the Offer and locked-in for a period of six months, may be transferred to any other person holding
Equity Shares which are locked-in along with the Equity Shares proposed to be transferred, subject to the continuation
of the lock-in with the transferee for the remaining period (and such transferees shall not be eligible to transfer until
the expiry of the lock-in period) and compliance with the provisions of the SEBI Takeover Regulations.
12612. Details of the Shareholding of our Directors, Key Managerial Personnel and Senior Management
Except as disclosed below, as on the date of this Updated Draft Red Herring Prospectus - I our Directors, Key
Managerial Personnel and Senior Management do not hold any Equity Shares or employee stock options in our
Company in our Company:
Sr. Name of the Number of Number of Number of Number of Percentage of Percentage
No. Shareholder Equity Equity employee employee the pre- of the post-
Shares of Shares of stock options stock options Offer Equity Offer Equity
face value of face value of vested (Net not vested Share capital Share capital
₹1 each ₹1 each on a of options on a fully on a fully
fully diluted exercised) diluted basis* diluted
basis* (%) basis*^ (%)
Directors
1. Sameer Nigam$ 13,181,685 13,181,685 - 1,048,500 2.55 [●]
2. Rahul Chari$ 13,181,685 13,181,685 - 1,048,500 2.55 [●]
Total (A) 26,363,370 26,363,370 - 2,097,000 5.10 [●]
Key Managerial Personnel
1. Adarsh Nahata 726,306 828,676 102,370 161,336 0.16 [●]
2. Ankit Gunvantrai Popat 28,337 36,047 7,710 50,132 0.01 [●]
Total (B) 754,643 864,723 110,080 211,468 0.17 [●]
Senior Management
1. Hemant Gala 722,847 830,797 107,950 166,906 0.16 [●]
2. Karthik Raghupathy 622,218 696,668 74,450 124,870 0.13 [●]
3. Sonika Chandra - 308,230 308,230 88,300 0.06 [●]
4. Vivek Lohcheb 441,121 510,641 69,520 131,036 0.10 [●]
5. Yuvraj Singh Shekhawat 234,225 277,875 43,650 135,716 0.05 [●]
Total (C) 2,020,411 2,624,211 603,800 646,828 0.50 [●]
Total (A+B+C) 29,138,424 29,852,304 713,880 2,955,296 5.77 [●]
$ Also our Key Managerial Personnel.
* Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon exercise of vested options under the
PSOP.
^ To be updated in the Prospectus to be filed with the RoC.
13. As on the date of this Updated Draft Red Herring Prospectus - I, the BRLMs and their respective associates (as defined
in the SEBI Merchant Bankers Regulations) do not hold any Equity Shares of our Company. The BRLMs and their
respective associates and affiliates in their capacity as principals or agents may engage in transactions with, and
perform services for, our Company and its respective directors and officers, partners, trustees, affiliates, associates or
third parties in the ordinary course of business and have engaged, or may in the future engage in commercial banking
and investment banking transactions with our Company and each of its respective directors and officers, partners,
trustees, affiliates, associates or third parties, for which they have received, and may in the future receive compensation.
14. We confirm that the BRLMs are not associates of our Company as per Regulation 21A of the SEBI Merchant Bankers
Regulations.
15. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangements for purchase of Equity
Shares from any person.
16. The Equity Shares to be transferred pursuant to the Offer shall be fully paid-up at the time of Allotment and there are
no partly paid-up Equity Shares as on the date of this Updated Draft Red Herring Prospectus - I.
17. Except for the issue of Equity Shares pursuant to the exercise of vested options under the PSOP, there will be no further
issue of Equity Shares whether by way of issue of bonus shares, rights issue, preferential issue or in any other manner
during the period commencing from the date of filing of this Updated Draft Red Herring Prospectus - I with SEBI until
the listing of the Equity Shares on the Stock Exchanges pursuant to the Offer.
18. There have been no financing arrangements whereby our Promoters, members of the Promoter Group, directors of our
Promoters, our Directors and their relatives, have financed the purchase by any other person of securities of our
Company, during a period of six months immediately preceding the date of filing of this Updated Draft Red Herring
Prospectus - I.
19. Except as disclosed below and under “Notes to Capital Structure – Share capital history of our Company – (a) Equity
share capital” and “ – History of Equity Share capital held by our Promoters – (a) Build-up of Equity shareholding of
Promoters in our Company” on pages 117 and 124, respectively, none of our Promoters, directors of our Promoters,
the members of the Promoter Group nor our Directors, or any of their relatives, as applicable, have purchased or sold
any securities of our Company during the period of six months immediately preceding the date of this Updated Draft
Red Herring Prospectus - I.
127Date of transfer Number of Name of Name of transferee Face value Transfer price Nature of
of equity shares equity shares transferor per equity per equity consideration
transferred share (₹) share (₹)
September 17, 8,421,725 Sameer Nigam General Atlantic 1.00 2,337.60 Cash
2025 Singapore PPIL Pte. Ltd.
September 17, 8,421,725 Rahul Chari General Atlantic 1.00 2,337.60 Cash
2025 Singapore PPIL Pte. Ltd.
20. Except for the issue of Equity Shares pursuant to the exercise of vested options under the PSOP, our Company presently
does not intend or propose to alter its capital structure for a period of six months from the Bid/ Offer Opening Date,
by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue
of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether on a preferential basis
or by way of issue of bonus shares or on a rights basis or by way of further public issue of Equity Shares or otherwise.
21. As of the date of filing of this Updated Draft Red Herring Prospectus - I, the total number of Shareholders of our
Company is 1,707.
22. Our Company shall ensure that any transactions in the Equity Shares held by our Promoter and members of the
Promoter Group during the period between the date of this Updated Draft Red Herring Prospectus - I and the date of
closure of the Offer shall be reported to the Stock Exchanges within 24 hours of the transactions.
23. Except for the employee stock options issued pursuant to the PSOP and PFSOP 2025, there are no outstanding
warrants, options or rights to convert debentures, loans or other instruments into, or which would entitle any person
any option to receive Equity Shares as on the date of this Updated Draft Red Herring Prospectus - I.
24. All grants of options made under the PhonePe Award Schemes, PFSOP 2025 and PSOP are to employees of our
Company and its Subsidiaries, as applicable, and are in compliance with the Companies Act, 2013.
25. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise permitted
by law.
26. As on the date of this Updated Draft Red Herring Prospectus - I, none of the Equity Shares held by our Promoters are
pledged or otherwise encumbered.
27. Further, the Equity Shares of our Company held by our Key Managerial Personnel, Senior Management, employees,
and entities regulated by the financial sector regulators (as defined under the SEBI ICDR Regulations), to the extent
applicable, are in dematerialized form.
28. Our Promoters and members of the Promoter Group shall not participate in the Offer, except to the extent of
participation by Promoter Selling Shareholder, as applicable, in the Offer for Sale.
29. Employee stock option plans
(i) PhonePe Founder Award Stock Option Scheme A – 2022 (“Founder Award Scheme A”)
Our Company, pursuant to resolutions passed by our Board and Shareholders each dated March 24, 2022, approved to
create employee stock options to be issued to one of the Founders under the founder award agreement dated June 5,
2023 (“Founder Agreement I”). The Founder Agreement I was subsequently reclassified as PhonePe Founder Award
Stock Option Scheme A – 2022, pursuant to resolutions passed by our Board and Shareholders on September 12, 2025
and September 19, 2025, respectively. The object of Founder Award Scheme A is to offer such stock options to retain
and motivate one of our Founders, Sameer Nigam, who is expected to continue making important contributions to our
Company and its Subsidiaries and by providing the Founder with equity ownership opportunities and performance-
based incentives that are intended to align his interests with those of our Company and its Subsidiaries’ other
stakeholders. The Founder Award Scheme A is in compliance with the SEBI SBEB & SE Regulations.
As on the date of this Updated Draft Red Herring Prospectus - I, an aggregate of 21,603,410 options have been granted,
vested and exercised under the Founder Award Scheme A. Out of 21,603,410 Equity Shares allotted to one of the
Founders pursuant to the allotment dated September 12, 2025, 6,743,289 Equity Shares (out of the 13,181,685 Equity
Shares currently held by Sameer Nigam), are subject to a lock-up in terms of the Founder Award Scheme A, and such
lock-up shall be released in terms of the Founder Award Scheme A.
Except, as disclosed below, no Equity Shares have been issued under the Founder Award Scheme A on a quarterly
basis:
128Quarter ended Aggregate number of Equity Shares issued Price range at which
pursuant to exercise of vested employee stock Equity Share was
options granted under Founder Award Scheme A issued (₹)
June 30, 2023 N.A. N.A.
September 30, 2023 N.A. N.A.
December 31, 2023 N.A. N.A.
March 31, 2024 N.A. N.A.
June 30, 2024 N.A. N.A.
September 30, 2024 N.A. N.A.
December 31, 2024 N.A. N.A.
March 31, 2025 N.A. N.A.
June 30, 2025 N.A. N.A.
September 30, 2025 21,603,410 1
December 31, 2025 N.A. N.A.
From January 1, 2026 till the date of this N.A. N.A.
UDRHP-I
The details Founder Award Scheme A, as certified by Manian & Rao, Chartered Accountants, by their certificate dated
January 21, 2026 are as follows:
Particulars Details
Fiscal 2023 Fiscal 2024 Fiscal 2025 Six months From
period ended October 1,
September 2025, till the
30, 2025 date of this
Updated
Draft Red
Herring
Prospectus - I
Options granted* N.A. 21,603,410 - - -
Options vested (Cumulative)* N.A. - 21,603,410 - -
Vesting period (in years) N.A. As per the terms of Founder N.A. N.A.
Award Scheme A, time-
based and performance-
based stock options shall be
deemed to have vested
immediately upon
completion of the vesting
cliff, defined as one year
from the grant date as
required by the provisions of
the Companies Act, 2013.
Options exercised* N.A. - - 21,603,410 -
Exercise price of options (in ₹)* N.A. 1 1 N.A. N.A.
Total number of equity shares that would arise as N.A. 21,603,410 21,603,410 - -
a result of full exercise of options granted (net of
forfeited/ lapsed/ cancelled options)*
Options forfeited/lapsed/cancelled*^& N.A. - - - -
Options outstanding (including vested and N.A. 21,603,410 21,603,410 - -
unvested options)*
Variation of terms of options -
Money realized by exercise of options during the NA - - 21.60 -
year/ period (₹ in million)
Total number of options in force* NA 21,603,410 21,603,410 - -
Employee wise details of options granted to:
Key Managerial Personnel and Senior Management*
(a) Sameer Nigam 21,603,410
Any other employee who receives a grant in any N.A. N.A. N.A. N.A. N.A.
one year of options amounting to 5% or more of
the options granted during the year
Identified employees who were granted options N.A. Sameer N.A. N.A. N.A.
during any one year equal to or exceeding 1% of Nigam –
the issued capital (excluding outstanding warrants 21,603,410
and conversions) of our Company at the time of options
grant
Diluted EPS pursuant to the issue of Equity Shares N.A. (45.17) (37.46) N.A. N.A.
on exercise of options calculated in accordance
129Particulars Details
Fiscal 2023 Fiscal 2024 Fiscal 2025 Six months From
period ended October 1,
September 2025, till the
30, 2025 date of this
Updated
Draft Red
Herring
Prospectus - I
with the applicable accounting standard on
‘Earnings Per Share’
Difference, if any, between employee Not applicable since our Company follows fair value method of accounting.
compensation cost calculated using the intrinsic
value of stock options and the employee
compensation cost calculated on the basis of fair
value of stock options and its impact on profits and
EPS of the Company
Description of the pricing formula and the method Method of valuation: Discounted cash flow model
and significant assumptions used during the year Particulars Fiscal 2024
to estimate the fair values of options, including Share Price* 1,996.80
weighted-average information, namely, risk-free Expected Life (Years) 1 year
interest rate, expected life, expected volatility, Risk Free Interest Rate 7.40%
expected dividends and the price of the underlying Weighted Average Cost of Capital 18.80%
share in market at the time of grant of the option Terminal Growth Rate 5.00%
Impact on profits and EPS of the last three years if Not applicable since our Company foll ows accounting policies as prescribed
the accounting policies prescribed in the SEBI by the SEBI SBEB & SE Regulations.
SBEB & SE Regulations had been followed in
respect of options granted in the last three years
Intention of the Key Managerial Personnel and Nil
Senior Management and whole-time Directors
who are holders of Equity Shares allotted on
exercise of options granted under an employee
stock option scheme, to sell their Equity Shares
within three months after the date of listing of the
Equity Shares pursuant to the Offer
Intention to sell Equity Shares arising out of an Nil
employee stock option scheme within three
months after the date of listing of Equity Shares,
by Directors, Key Managerial Personnel, Senior
Management and employees having Equity Shares
arising out of an employee stock option scheme,
amounting to more than 1% of the issued capital
(excluding outstanding warrants and conversions)
*Considering the impact of sub-division in the face value of equity shares from one equity share of ₹10 each to 10 Equity Shares of ₹1 each.
(ii) PhonePe Founder Award Stock Option Scheme B – 2022 (“Founder Award Scheme B”)
Our Company, pursuant to resolutions passed by our Board and Shareholders each dated March 24, 2022, approved to
create employee stock options to be issued to one of the Founders of our Company under the founder award agreement
dated June 5, 2023 (“Founder Agreement II”). The Founder Agreement II was subsequently reclassified as PhonePe
Founder Award Stock Option Scheme B – 2022, pursuant to resolutions passed by our Board and Shareholders on
September 12, 2025 and September 19, 2025, respectively. The object of Founder Award Scheme B is to offer such
stock options to retain and motivate one of our Founders, Rahul Chari, who is expected to continue making important
contributions to our Company and its Subsidiaries and by providing the Founder with equity ownership opportunities
and performance-based incentives that are intended to align his interests with those of our Company and its
Subsidiaries’ other stakeholders. The Founder Award Scheme B is in compliance with the SEBI SBEB & SE
Regulations.
As on the date of this Updated Draft Red Herring Prospectus - I, an aggregate of 21,603,410 options have been granted,
vested and exercised under the Founder Award Scheme B. Out of 21,603,410 Equity Shares allotted to one of the
Founders pursuant to the allotment dated September 12, 2025, 6,743,288 Equity Shares (out of the 13,181,685 Equity
Shares currently held by Rahul Chari) are subject to a lock-up in terms of the Founder Award Scheme B, and such
lock-up shall be released in terms of the Founder Award Scheme B.
Except, as disclosed below, no Equity Shares have been issued under the Founder Award Scheme B on a quarterly
basis:
130Quarter ended Aggregate number of Equity Shares issued Price range at which
pursuant to exercise of vested employee stock Equity Share was
options granted under Founder Award Scheme B issued (₹)
June 30, 2023 N.A. N.A.
September 30, 2023 N.A. N.A.
December 31, 2023 N.A. N.A.
March 31, 2024 N.A. N.A.
June 30, 2024 N.A. N.A.
September 30, 2024 N.A. N.A.
December 31, 2024 N.A. N.A.
March 31, 2025 N.A. N.A.
June 30, 2025 N.A. N.A.
September 30, 2025 21,603,410 1
December 31, 2025 N.A. N.A.
From January 1, 2026 till the date of this N.A. N.A.
UDRHP-I
The details of Founder Award Scheme B, as certified by Manian & Rao, Chartered Accountants, by their certificate
dated January 21, 2026 are as follows:
Particulars Details
Fiscal 2023 Fiscal 2024 Fiscal 2025 Six months From October
period ended 1, 2025, till the
September 30, date of this
2025 Updated Draft
Red Herring
Prospectus - I
Options granted* N.A. 21,603,410 - - -
Options vested (Cumulative)* N.A. - 21,603,410 - -
Vesting period (in years) N.A. As per the terms of Founder Award N.A. N.A.
Scheme B, time-based and
performance-based stock options
shall be deemed to have vested
immediately upon completion of the
vesting cliff, defined as one year
from the grant date as required by
the provisions of the Companies
Act, 2013.
Options exercised* N.A. - - 21,603,410 -
Exercise price of options (in ₹)* N.A. 1 1 N.A. N.A.
Total number of equity shares that N.A. 21,603,410 21,603,410 - -
would arise as a result of full
exercise of options granted (net of
forfeited/ lapsed/ cancelled
options)*
Options N.A. - - - -
forfeited/lapsed/cancelled*^&
Options outstanding (including N.A. 21,603,410 21,603,410 - -
vested and unvested options)*
Variation of terms of options -
Money realized by exercise of N.A. - - 21.60 -
options during the year/ period (₹ in
million)
Total number of options in force* N.A. 21,603,410 21,603,410 - -
Employee wise details of options granted to:
Key Managerial Personnel and Senior Management*
(a) Rahul Chari 21,603,410
Any other employee who receives a N.A. N.A. N.A. N.A. N.A.
grant in any one year of options
amounting to 5% or more of the
options granted during the year
Identified employees who were N.A. Rahul Chari – N.A. N.A. N.A.
granted options during any one year 21,603,410
equal to or exceeding 1% of the options
issued capital (excluding
outstanding warrants and
conversions) of our Company at the
time of grant
131Particulars Details
Fiscal 2023 Fiscal 2024 Fiscal 2025 Six months From October
period ended 1, 2025, till the
September 30, date of this
2025 Updated Draft
Red Herring
Prospectus - I
Diluted EPS pursuant to the issue of N.A. (45.17) (37.46) N.A. N.A.
Equity Shares on exercise of
options calculated in accordance
with the applicable accounting
standard on ‘Earnings Per Share’
Difference, if any, between Not applicable since our Company follows fair value method of accounting.
employee compensation cost
calculated using the intrinsic value
of stock options and the employee
compensation cost calculated on the
basis of fair value of stock options
and its impact on profits and EPS of
the Company
Description of the pricing formula Method of valuation: Discounted cash flow model
and the method and significant
assumptions used during the year to Particulars Fiscal 2024
estimate the fair values of options, Share Price* 1,996.80
including weighted-average Expected Life (Years) 1 year
information, namely, risk-free Risk Free Interest Rate 7.40%
interest rate, expected life, expected Weighted Average Cost of Capital 18.80%
volatility, expected dividends and Terminal Growth Rate 5.00%
the price of the underlying share in
market at the time of grant of the
option
Impact on profits and EPS of the Not applicable since our Company follows accounting policies as prescribed by the SEBI
last three years if the accounting SBEB & SE Regulations.
policies prescribed in the SEBI
SBEB & SE Regulations had been
followed in respect of options
granted in the last three years
Intention of the Key Managerial Nil
Personnel and Senior Management
and whole-time Directors who are
holders of Equity Shares allotted on
exercise of options granted under an
employee stock option scheme, to
sell their Equity Shares within three
months after the date of listing of
the Equity Shares pursuant to the
Offer
Intention to sell Equity Shares Nil
arising out of an employee stock
option scheme within three months
after the date of listing of Equity
Shares, by Directors, Key
Managerial Personnel, Senior
Management and employees
having Equity Shares arising out of
an employee stock option scheme,
amounting to more than 1% of the
issued capital (excluding
outstanding warrants and
conversions)
*Considering the impact of sub-division in the face value of equity shares from one equity share of ₹10 each to 10 Equity Shares of ₹1 each.
(iii) PhonePe Founder Stock Option Plan (“PFSOP 2025”)
Our Company, pursuant to the resolutions passed by our Board on August 26, 2025, and our Shareholders on August
29, 2025 adopted the PFSOP 2025. The object of PFSOP 2025 is to ensure that Founders have a compensation structure
that aligns their interests with the long-term success of our Company and provides opportunities that would enable the
Founders to share in the value they create for our Company and its Subsidiaries in the years to come. The PFSOP 2025
is in compliance with the SEBI SBEB & SE Regulations.
132As on the date of this Updated Draft Red Herring Prospectus - I, an aggregate of 2,097,000 options have been granted
and no options have been vested and exercised under PFSOP 2025. Further, as on the date of this Updated Draft Red
Herring Prospectus - I, no Equity Shares have been issued under the PFSOP 2025.
The details of PFSOP 2025, as certified by Manian & Rao, Chartered Accountants, by their certificate dated January
21, 2026 are as follows:
Particulars Details
Fiscal 2023 Fiscal 2024 Fiscal 2025 Six months From October
period ended 1, 2025, till the
September 30, date of this
2025 Updated Draft
Red Herring
Prospectus - I
Options granted N.A. N.A. N.A. 2,097,000 -
Options vested (Cumulative) N.A. N.A. N.A. - -
Vesting period (in years) N.A. N.A. N.A. - The time-based -
options will vest
over a period of
five years
starting from
April 1, 2027.
- The
performance-
based options
will vest over a
period of three
years starting
from April 1,
2029.
- The one-time
options will vest
over a period of
three years
starting from the
first anniversary
from the date of
listing.
Options exercised N.A. N.A. N.A. - -
Exercise price of options (in ₹) N.A. N.A. N.A. 1 N.A.
Total number of equity shares that N.A. N.A. N.A. 2,097,000 2,097,000
would arise as a result of full
exercise of options granted (net of
forfeited/ lapsed/ cancelled
options)
Options N.A. N.A. N.A. - -
forfeited/lapsed/cancelled
Options outstanding (including N.A. N.A. N.A. 2,097,000 2,097,000
vested and unvested options)
Variation of terms of options N.A. N.A. N.A. Nil Nil
Money realized by exercise of N.A. N.A. N.A. - -
options during the year/ period (in
₹)
Total number of options in force N.A. N.A. N.A. 2,097,000 2,097,000
Employee wise details of options granted to:
Key Managerial Personnel and Senior Management
(b) Sameer Nigam
1,048,500
(c) Rahul Chari
1,048,500
Any other employee who receives N.A. N.A. N.A. - -
a grant in any one year of options
amounting to 5% or more of the
options granted during the year
Identified employees who were N.A. N.A. N.A. - -
granted options during any one
year equal to or exceeding 1% of
the issued capital (excluding
133Particulars Details
Fiscal 2023 Fiscal 2024 Fiscal 2025 Six months From October
period ended 1, 2025, till the
September 30, date of this
2025 Updated Draft
Red Herring
Prospectus - I
outstanding warrants and
conversions) of our Company at
the time of grant
Diluted EPS pursuant to the issue N.A. N.A. N.A. N.A. N.A.
of Equity Shares on exercise of
options calculated in accordance
with the applicable accounting
standard on ‘Earnings Per Share’
Difference, if any, between N.A.
employee compensation cost
calculated using the intrinsic
value of stock options and the
employee compensation cost
calculated on the basis of fair
value of stock options and its
impact on profits and EPS of the
Company
Description of the pricing formula N.A.
and the method and significant
assumptions used during the year
to estimate the fair values of
options, including weighted-
average information, namely,
risk-free interest rate, expected
life, expected volatility, expected
dividends and the price of the
underlying share in market at the
time of grant of the option
Impact on profits and EPS of the Not applicable since our Company follows accounting policies as prescribed by the SEBI
last three years if the accounting SBEB & SE Regulations.
policies prescribed in the SEBI
SBEB & SE Regulations had been
followed in respect of options
granted in the last three years
Intention of the Key Managerial N.A.
Personnel and Senior
Management and whole-time
Directors who are holders of
Equity Shares allotted on exercise
of options granted under an
employee stock option scheme, to
sell their Equity Shares within
three months after the date of
listing of the Equity Shares
pursuant to the Offer
Intention to sell Equity Shares N.A.
arising out of an employee stock
option scheme within three
months after the date of listing of
Equity Shares, by Directors, Key
Managerial Personnel, Senior
Management and employees
having Equity Shares arising out
of an employee stock option
scheme, amounting to more than
1% of the issued capital
(excluding outstanding warrants
and conversions)
134(iv) PhonePe Stock Option Scheme (“PSOP”)
Our Company, pursuant to the resolutions passed by our Board and the Shareholders each dated March 24, 2022,
adopted the PSOP. The PSOP was last amended pursuant to the resolutions passed by the Board on August 7, 2025
and the Shareholders on August 18, 2025. The object of PSOP is to provide employees of our Company and its
Subsidiaries, at defined levels and roles, a compensation structure that aligns their interests with long-term success of
our Company and provide opportunities for equity ownership. The PSOP is in compliance with the SEBI SBEB & SE
Regulations.
As on the date of this Updated Draft Red Herring Prospectus - I, an aggregate of 58,324,513 options have been granted,
out of which 11,078,945 are outstanding vested options and an aggregate of 20,654,026 options have been exercised
under PSOP.
Except, as disclosed below, no Equity Shares have been issued under the PSOP on a quarterly basis:
Quarter ended Aggregate number of Equity Shares issued Price range at which
pursuant to exercise of vested employee stock Equity Share was
options granted under PSOP issued (₹)
June 30, 2023 N.A. N.A.
September 30, 2023 N.A. N.A.
December 31, 2023 N.A. N.A.
March 31, 2024 N.A. N.A.
June 30, 2024 N.A. N.A.
September 30, 2024 N.A. N.A.
December 31, 2024 N.A. N.A.
March 31, 2025 N.A. N.A.
June 30, 2025 N.A. N.A.
September 30, 2025 20,654,026 1
December 31, 2025 N.A. N.A.
January 01, 2026 till the date of this UDRHP - I N.A. N.A.
The details of PSOP, as certified by Manian & Rao, Chartered Accountants, by their certificate dated January 21, 2026
are as follows:
Particulars Details
Fiscal 2023 Fiscal 2024 Fiscal 2025 Six months period From
ended September 30, October 1,
2025 2025, till the
date of this
Updated
Draft Red
Herring
Prospectus -
I
Options granted* 40,851,230 4,139,260 5,841,480 7,219,619 272,924
Options vested (Cumulative)* - 24,977,960 26,909,710 8,783,525 11,078,945
Vesting period (in years) Time-based stock options granted under PSOP would vest from one year and not more
than four years from the date of grant of such options
Options exercised* - - - 20,654,026 -
Exercise price of options (in ₹)* 1 1 1 1 1
Total number of equity shares that would 40,552,700 39,112,430 41,662,640 25,334,568 24,901,948
arise as a result of full exercise of options
granted (net of forfeited/ lapsed/ cancelled
options)*
Options forfeited/lapsed/cancelled*^& 298,530 5,579,530 3,291,270 2,893,665 705,544
Options outstanding (including vested and 40,552,700 39,112,430 41,662,640 25,334,568 24,901,948
unvested options)*
Variation of terms of options Nil
Money realized by exercise of options - - - 20.65 Nil
during the year/ period (₹ in million)
Total number of options in force* 40,552,700 39,112,430 41,662,640 25,334,568 24,925,436
Employee wise details of options granted to:
Key Managerial Personnel and Senior Management*
(a) Adarsh Nahata 1,791,396
(b) Ankit Gunvantrai Popat 111,982
(c) Hemant Gala 1,794,846
(d) Karthik Raghupathy 1,516,160
135Particulars Details
Fiscal 2023 Fiscal 2024 Fiscal 2025 Six months period From
ended September 30, October 1,
2025 2025, till the
date of this
Updated
Draft Red
Herring
Prospectus -
I
(e) Sonika Chandra 413,040
(f) Vivek Locheb 1,125,336
(g) Yuvraj Singh Shekhawat 666,066
Any other employee who receives a grant - - - - -
in any one year of options amounting to
5% or more of the options granted during
the year
Identified employees who were granted -
options during any one year equal to or
exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of our Company at the time
of grant
Diluted EPS pursuant to the issue of (68.40) (45.17) (37.46) (30.61) N.A.
Equity Shares on exercise of options
calculated in accordance with the
applicable accounting standard on
‘Earnings Per Share’
Difference, if any, between employee Not applicable since our Company follows fair value method of accounting.
compensation cost calculated using the
intrinsic value of stock options and the
employee compensation cost calculated
on the basis of fair value of stock options
and its impact on profits and EPS of the
Company
Description of the pricing formula and the
method and significant assumptions used Particulars Fiscal Fiscal Fiscal Six
during the year to estimate the fair values 2023 2024 2025 months
of options, including weighted-average period
information, namely, risk-free interest ended
rate, expected life, expected volatility, September
expected dividends and the price of the 30, 2025
underlying share in market at the time of Risk free interest rate (% 7.40% 7.40% 6.30% - 6.30%
grant of the option p.a.) 7.00%
Weighted average exercise 1 1 1 1
price (in ₹)
Dividend yield (% p.a.) 0% 0% 0% N.A.
Expected volatility (% 50.60% 50.6% - 53.90% N.A.
p.a.) 53.9%
Expected life of option 3.0 years 2.7 years 2.7 years N.A.
(years) - 3.0
years
Impact on profits and EPS of the last three Not applicable since our Company follow s accounting policies as prescribed by the
years if the accounting policies prescribed SEBI SBEB & SE Regulations.
in the SEBI SBEB & SE Regulations had
been followed in respect of options
granted in the last three years
Intention of the Key Managerial Personnel The Key Managerial Personnel and Senior Management intend to sell some Equity
and Senior Management and whole-time Shares allotted on exercise of their options post-listing of the Equity Shares of our
Directors who are holders of Equity Company.
Shares allotted on exercise of options
granted under an employee stock option
scheme, to sell their Equity Shares within
three months after the date of listing of the
Equity Shares pursuant to the Offer
Intention to sell Equity Shares arising out Not Applicable
of an employee stock option scheme
within three months after the date of
listing of Equity Shares, by Directors, Key
Managerial Personnel, Senior
136Particulars Details
Fiscal 2023 Fiscal 2024 Fiscal 2025 Six months period From
ended September 30, October 1,
2025 2025, till the
date of this
Updated
Draft Red
Herring
Prospectus -
I
Management and employees having
Equity Shares arising out of an employee
stock option scheme, amounting to more
than 1% of the issued capital (excluding
outstanding warrants and conversions)
*Considering the impact of sub-division in the face value of equity shares from one equity share of ₹10 each to 10 Equity Shares of ₹ 1 each.
^Includes options repurchased from the employees to the tune of 4,084,260 options during the Fiscal 2024, 2,038,190 options during Fiscal 2025
and 547,360 options during the six months period ended September 30, 2025.
&Includes options replaced with stock appreciation rights to the tune of 8,760 options during Fiscal 2023 and 97,180 options during Fiscal 2024.
137OBJECTS OF THE OFFER
The objects of the Offer are to (i) achieve the benefits of listing the Equity Shares on the Stock Exchanges; and (ii) carry out
the Offer for Sale of up to 50,660,446 Equity Shares of face value of ₹1 each aggregating to ₹[●] million by the Selling
Shareholders.
Further, our Company expects that the proposed listing of its Equity Shares will enhance our visibility and brand image as well
as provide a public market for the Equity Shares in India. Our Company will not receive any proceeds from the Offer. For
details of Offered Shares, see “Offer Document Summary – Offer size” and “The Offer” on pages 15 and 101, respectively.
Utilisation of the Offer proceeds by Selling Shareholders
Our Company will not receive any proceeds of the Offer for Sale by the Selling Shareholders. Each of the Selling Shareholders
will be entitled to their respective proportion of the proceeds of the Offer for Sale after deducting their portion of the Offer
related expenses and the relevant taxes thereon. For details of Offered Shares from the Selling Shareholders, see “The Offer”
on page 101.
Offer Expenses
The Offer expenses are estimated to be approximately ₹[●] million.
Other than (i) listing fees which will be solely borne by our Company; and (ii) fees and expenses in relation to the legal counsel
to the Selling Shareholders in relation to the Offer, which shall be borne by the respective Selling Shareholders, all costs,
charges, fees and expenses associated with and incurred with respect to the Offer, (including all applicable taxes) and directly
attributable to the Offer, the Selling Shareholders agree, severally and not jointly, to share the costs and expenses, on a pro rata
basis, in proportion to their respective portions of the Offered Shares actually sold pursuant to the Offer, by each of them
respectively. However, certain costs, charges, fees and expenses associated with and incurred with respect to the Offer,
(including all applicable taxes except securities transaction taxes) relating to the Offer may be paid by our Company on behalf
of the Selling Shareholders for administrative convenience if our Company and the Selling Shareholders mutually agree for our
Company to pay on its behalf such costs, charges, fees and expenses associated with and incurred with respect to the Offer,
(including all applicable taxes except securities transaction taxes) (collectively the “IPO Expenses”). Each Selling Shareholder
shall, severally and not jointly, reimburse our Company for the IPO Expenses paid by our Company on behalf of such Selling
Shareholder, in proportion of their respective portion of the Offered Shares actually sold pursuant to the Offer, directly from
the Public Offer Account in accordance with Applicable Law including section 28(3) of the Companies Act, 2013. In case the
Offer is withdrawn, abandoned, postponed or not successful or consummated or completed for any reason whatsoever, the
entire cost and expenses which may have accrued up to the date of such withdrawal, abandonment, postponement or failure of
the Offer shall be borne by the Selling Shareholders on a pro rata basis, in proportion to their respective portion of the Offered
Shares.
The break-down for the Offer expenses is as follows:
Activity Estimated expenses(1) As a % of the total As a % of the total
(in ₹million) estimated Offer Offer size(1)
expenses(1)
Book Running Lead Managers’ fees including underwriting [●] [●] [●]
commission, brokerage and selling commission, as applicable
Brokerage, selling commission, bidding charges, processing fees [●] [●] [●]
and bidding charges for the Members of the Syndicate, Registered
Brokers, SCSBs, RTAs and CDPs (2)(3)(4)
Fees payable to the Registrar to the Offer [●] [●] [●]
Fees payable to other parties to the Offer^
Other expenses:
Listing fees, SEBI filing fees, upload fees, BSE & NSE processing [●] [●] [●]
fees, book building software fees and other regulatory expenses
Printing and distribution of issue stationery [●] [●] [●]
Fees payable to the legal counsel [●] [●] [●]
Advertising and marketing expenses [●] [●] [●]
Miscellaneous [●] [●] [●]
Total estimated Offer expenses [●] [●] [●]
^ Other parties to the Offer include Statutory Auditors, Manian & Rao, Chartered Accountants, Redseer, etc. for the services rendered by them for the
Offer.
(1) Offer expenses include goods and services tax, where applicable. Offer expenses will be incorporated at the time of filing of the Prospectus. Offer expenses
are estimates and are subject to change.
(2) Selling commission payable to the SCSBs on the portion for RIBs and Non-Institutional Bidders which are directly procured by the SCSBs, would be as
follows:
Portion for RIBs* [●]% of the Amount Allotted (plus applicable taxes)
138Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal ID as captured in the Bid Book of BSE or NSE.
(3) No processing fees shall be payable by our Company and the Selling Shareholders to the SCSBs on the applications directly procured by them.
Processing fees payable to the SCSBs on the portion for RIBs and Non-Institutional Bidders which are procured by the members of the Syndicate/sub-
Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for blocking, would be as follows:
Portion for RIBs* [●]% per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% per valid application (plus applicable taxes)
* The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the SCSBs only after such SCSBs provide a
written confirmation on compliance with SEBI ICDR Master Circular.
(4) Selling commission on the portion for RIBs and Non-Institutional Bidders which are procured by members of the Syndicate (including their sub-Syndicate
Members), Registered Brokers, RTAs and CDPs would be as follows:
Portion for RIBs* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the application form number / series,
provided that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the
application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the selling commission will be payable to the SCSB and not
the Syndicate / Sub-Syndicate Member.
Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the portion for RIBs and Non-
Institutional Bidders which are procured by them and submitted to SCSB for blocking, would be as follows: ₹[●] plus applicable taxes, per valid
application bid by the Syndicate (including their sub-Syndicate Members), RTAs and CDPs.
The selling commission and bidding charges payable to Registered Brokers, RTAs and CDPs will be determined on the basis of the bidding terminal ID
as captured in the Bid Book of BSE or NSE.
Bidding charges payable to the Registered Brokers, RTAs/CDPs on the portion for RIBs and Non-Institutional Bidders which are directly procured by
the Registered Broker or RTAs or CDPs and submitted to SCSB for processing, would be as follows:
Portion for RIBs* [●]% per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% per valid application (plus applicable taxes)
* Based on valid applications
Processing fees for applications made by RIBs using the UPI Mechanism would be as under:
Members of the Syndicate / RTAs / CDPs ₹[●] per valid application (plus applicable taxes)
Sponsor Banks ₹[●] per valid application (plus applicable taxes)
The Sponsor Bank(s) shall be responsible for making payments to the third
parties such as remitter bank, NPCI and such other parties as required in
connection with the performance of their duties under applicable SEBI
circulars, agreements and other Applicable Laws
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow and
Sponsor Bank Agreement.
Monitoring Utilization of Funds
As the Offer is an Offer for Sale, our Company will not receive any proceeds from the Offer. Accordingly, our Company is not
required to appoint a monitoring agency for the Offer.
Other confirmations
Except to the extent of any proceeds received pursuant to the sale of the Offered Shares proposed to be sold in the Offer by the
Promoter Selling Shareholder, there is no arrangement whereby any portion of the Offer proceeds will be paid to our Promoters,
Promoter Group, Directors, Key Managerial Personnel, Senior Management, directly or indirectly, and there are no material
existing or anticipated transactions in relation to utilization of the Offer proceeds entered into or to be entered into by our
Company with our Promoters, Promoter Group, Directors, Key Managerial Personnel or Senior Management.
139BASIS FOR OFFER PRICE
The Price Band and Offer Price will be determined by our Company, in consultation with the Book Running Lead Managers,
on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis
of quantitative and qualitative factors as described below. The face value of the Equity Shares is ₹1 each and the Offer Price is
[●] times the Floor Price and [●] times the Cap Price, and Floor Price is [●] times the face value and the Cap Price is [●] times
the face value. Bidders should also see “Risk Factors”, “Summary of Restated Consolidated Financial Information”, “Our
Business”, “Restated Consolidated Financial Information”, and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 39, 103, 194, 305 and 387, respectively, to have an informed view before
making an investment decision.
Qualitative Factors
Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are as follows:
• Long-term and strategic approach to building new businesses:
At PhonePe, we believe our long-term orientation stems from the conviction and commitment of our founding team to solve
meaningful, large-scale problems for India, such as payments, financial services, merchant solutions and app distribution. From
early in our business, we have focused on building for scale, sustainability, and societal impact. We believe this stability has
created deep organisational memory, strategic clarity and execution consistency.
This long-term mindset is visible in our key decisions. For instance, the strategic choice to invest in building our own data
centres, rather than relying on third-party cloud services, reflects our conviction in owning mission-critical infrastructure. This
investment enables compliance with India’s data localisation norms, improves cost and performance.
• Highly tenured leadership team with strong focus on organisational culture and governance:
Our Company is led by its founding team with decades of experience in the technology industry, supported by a seasoned
executive team and an experienced, independent Board, with a long-term orientation, strong organisational culture and a
commitment to high standards of governance. For more details, refer “Our Business – Our Experienced Leadership Team
Fostering a Thriving Organisational Culture” on page 196.
• Cutting edge technology and intellectual property stack:
We have built an in-house technology stack across infrastructure, platform, software and data intelligence layers, designed for
performance, reliability, scalability, security and cost efficiency at population-scale, with ownership and control across the full
technology engine. For more details, refer “Our Business – Our In-house Technology Stack” and “ – Our Technology
Infrastructure” on pages 198 and 227, respectively.
• Trusted brand across the length and breadth of India:
PhonePe is India’s most downloaded Android mobile app owned by an Indian company (the 'Finance' category) with the highest
number of Daily Active Users at 156.00 million in six months period ended September 30, 2025, as per Sensor Tower data,
according to the Redseer Report (chapter 7, page 191). The strength of the PhonePe brand is also reflected in independent third-
party accolades received such as “Best Brands 2024” at Times Group BFSI Best Brands 2024. Trust from our users is best
reflected in how their engagement deepens with time. As shown in the table on page 217 in “Our Business Offerings”, our TPC
continues to increase steadily over a 30-day window, underscoring how user activity on PhonePe strengthens the longer they
are with us. This pattern of growing engagement is anchored by strong repeat behaviour: of our 106.56 million daily active
customers in September 2025, 99.23% return to the platform within the next 30 days, choosing PhonePe again and again for
their everyday payments. Importantly, this trust extends across the length and breadth of the country: of our 657.56 million
LTD Registered User Base, 65.22% come from Tier-2+ cities, which we believe makes PhonePe a genuine reflection of India
itself. We believe over the years, PhonePe has become synonymous with payments, a position built on this deep, broad-based
trust. We believe our consumers and merchants trust the PhonePe brand for its reliability, security and user experience.
According to the Kantar BrandZ Most Valuable Indian Brands Report 2024, PhonePe is the Category Leader and Most Valuable
Brand in the Payment Networks category in India. We believe that we have been able to gain this trust of our users by
establishing strong relationships with them.
• Market leadership in high frequency payments business:
India’s digital Consumer Payments TPV reached ₹301 trillion (approximately US$3.5 trillion) in Fiscal Year 2025 and is
projected to grow at 15-18% CAGR reaching ₹602-681 trillion (US$ 7.1-8.0 trillion) by Fiscal Year 2030, while digital persons-
to-merchants (“P2M”) payments reached ₹ 112 trillion (US$ 1.3 trillion) in Fiscal Year 2025 and is projected to grow at 20-
14022% CAGR reaching ₹278-302 trillion (US$ 3.3-3.6 trillion), according to the Redseer Report (chapter 7, page 188). In the six
months period ended September 30, 2025 and Fiscal Year 2025, we were the largest online transaction platform in India in
terms of TPV according to the Redseer Report (chapter 7, page 190). Over the period December 2020 to September 2025,
PhonePe has consistently sustained the #1 market position, in terms of number of transactions and TPV for customer-initiated
transactions in UPI for 58 consecutive months, as per NPCI data, according to the Redseer Report (chapter 7, page 189).
• Strong operating model combining scale, growth, diversification, and financial performance:
Our business scale, reflected in our extensive reach illustrated by a 657.56 million LTD Registered User Base and 47.19 million
LTD Registered Merchant Base as of September 30, 2025, alongside high payment volumes of 53.40 billion annual Consumer
Transactions and 24.96 billion annual Merchant Transactions in the six months ended September 30, 2025 and 90.27 billion
annual Consumer Transactions and 42.66 billion annual Merchant Transactions in Fiscal Year 2025, is matched by equally
significant scale in our financial performance. We recorded revenue from operations of ₹71,148.58 million in Fiscal Year 2025.
Even at this scale we continue to grow at a healthy pace: our revenue from operations was ₹71,148.58 million in Fiscal Year
2025 which increased from ₹50,641.33 million in Fiscal Year 2024, representing year-on-year growth of 40.50%. In the six
months ended September 30, 2025, our revenue from operations grew by 22.17% to ₹39,184.69 million from ₹32,075.16 million
in the six months ended September 30, 2024.
For details, see “Our Business – Our Strengths” on page 214.
Quantitative Factors
Some of the information presented below relating to our Company is derived from the Restated Consolidated Financial
Information. For details, see “Other Financial Information” on page 379.
Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:
A. Basic and Diluted Earnings Per Equity Share (“EPS”), along with the weighted average Basic and Diluted EPS
Financial Year/ Period Basic EPS (in ₹) Diluted EPS (in ₹) Weight
Fiscal Year 2025 (37.46) (37.46) 3
Fiscal Year 2024 (45.17) (45.17) 2
Fiscal Year 2023 (68.40) (68.40) 1
Weighted Average (45.19) (45.19)
Six months period ended September 30, 2025* (30.61) (30.61) -
Six Months ended September 30, 2024* (26.41) (26.41) -
*Not annualised
Notes:
1. Basic (loss) per equity share (in ₹) is calculated by dividing the Profit/ (loss) for the period/year by the weighted average number of equity
shares computed in accordance with Ind AS 33 Earnings per share.
2. Diluted (loss) per equity share (in ₹) is calculated by dividing the Profit/ (loss) for the period/year by the weighted average number of equity
shares adjusted for effect of dilution computed in accordance with Ind AS 33 Earnings per share.
3. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each year/total of
weights.
4. Pursuant to resolutions passed by the Board of Directors and the Shareholders in their respective meetings held on March 11, 2025 and
March 31, 2025, the face value of the equity shares of the Company was sub-divided from ₹10 each to ₹1 each, the disclosure of basic and
diluted earnings per share for all the period/ years presented has been arrived at after giving effect to the sub-division in accordance with the
principles of Ind AS 33 Earnings per share.
B. Price/Earning (“P/E”) ratio in relation to Price Band of ₹[●] to ₹[●] per Equity Share
Particulars P/E at the Floor Price (number P/E at the Cap
of times) Price (number
of times)
Based on basic EPS for Fiscal Year 2025 [●]* [●]*
Based on diluted EPS for Fiscal Year 2025 [●]* [●]*
*To be computed after finalization of price band.
C. Industry Peer Group P/E ratio
Particulars P/E Ratio
Highest N.A.*
Lowest N.A.*
Industry Composite N.A.*
Notes:
P/E ratio of One 97 Communications could not be calculated since the diluted EPS for the Fiscal Year 2025 is negative
141D. Return on Net Worth (“RoNW”) and Weighted Average RoNW
Financial Year/ Period RoNW (%) Weight
Fiscal Year 2025 (18.43) 3
Fiscal Year 2024 (21.41) 2
Fiscal Year 2023 (37.85) 1
Weighted Average (22.66)
Six months period ended September 30, 2025* (15.14) -
Six months ended September 30, 2024* (13.29%) -
*Not annualised
Notes:
1. Return on Net worth (%) is calculated as Profit/ (loss) for the period/year divided by net worth at the end of the period/ year.
2. Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account
and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure
and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation
and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations. We have calculated net worth as aggregate value
of equity share capital, securities premium, share based payment reserve, other reserves, retained earnings, remeasurement of the defined
benefit plan and equity instruments through other comprehensive income.
3. Weighted average means aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. (RoNW x weight) for each year/
total of weights.
E. Net Asset Value per Equity Share (“NAV”)
Particulars Net Asset Value per Equity Share
(in ₹)
As on September 30, 2025 185.08
As on March 31, 2025 182.79
After the Offer*
- At the Floor Price [●]
- At the Cap Price [●]
Offer Price [●]
*To be computed after finalization of price band.
Notes:
1. Net asset value per equity share (in ₹) is defined as net worth as on September 30, 2025 divided by outstanding number of equity shares and
such number of equity shares which will result upon exercise of vested options under various employee stock option plans.
2. Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account
and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure
and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation
and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations. We have calculated net worth as aggregate value
of equity share capital, securities premium, share based payment reserve, other reserves, retained earnings, remeasurement of the defined
benefit plan and equity instruments through other comprehensive income.
F. Comparison of accounting ratios with listed industry peers
The following table provides a comparison of the accounting ratios of our Company with our peer group. The peer
group has been determined on the basis of companies listed on Indian stock exchanges and globally, whose business
profile is comparable to our businesses in terms of our size and our business model:
Name of Face Total Market EPS (₹) EV/ P/E NAV RONW
company value (₹ income, for Cap Basic Diluted EBITD (numb per (%)
per Fiscal 2025 (in ₹ (₹) (₹) A er of share (₹)
share) (in ₹ million) million) times)
PhonePe 1.00 76,313.82 [●]** (37.46) (37.46) [●]** [●]** 182.79 (18.43)
Limited
Listed Peer*
One 97 1.00 76,249.00 824,110.2 (10.35) (10.35) N.A.*** N.A.*** 235.59 (4.41)
Communic 9 ^
ations
Limited
* All the financial information for the peer companies mentioned above is on a consolidated basis and is sourced from the annual reports/
investor presentations or other public filings, as available, for the year ended March 31, 2025.
** To be updated for our Company at the Prospectus stage.
*** Not Available since One 97 Communications Limited reported negative EBITDA of (₹ 15,066 million) and negative Net Profit/ (loss) of (₹
6,632 million) in FY25.
^ Market capitalization on NSE as of January 9, 2026
Notes for PhonePe Limited:
1. Basic (loss) per equity share (in ₹) is calculated by dividing the Profit/ (loss) for the period/year by the weighted average number of equity
shares computed in accordance with Ind AS 33 Earnings per share.
2. Diluted (loss) per equity share (in ₹) is calculated by dividing the Profit/ (loss) for the period/year by the weighted average number of equity
shares adjusted for effect of dilution computed in accordance with Ind AS 33 Earnings per share.
3. Net asset value per equity share (in ₹) is defined as net worth as on March 31, 2025 divided by outstanding number equity shares and such
number of equity shares which will result upon exercise of vested options under various employee stock option plans.
4. Return on Net worth (%) is calculated as Profit/ (loss) for the year divided by net worth as on March 31, 2025.
142G. Comparison of Key Performance Indicators over time shall be explained based on additions or dispositions to
our business
Our Company has not made any additions or dispositions to its business during the six months period ended September
30, 2025 and the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023.
H. Key Performance Indicators (“KPIs”)
Our Company considers that the KPIs set forth below are the ones that may have a bearing for arriving at the basis for
Offer Price. The KPIs disclosed below have been used historically by our Company to understand and analyse our
business performance, which as a result, help us in analysing the growth in comparison to our peers. The KPIs disclosed
below have been approved and confirmed by a resolution of our Audit Committee dated January 21, 2026 and certified
by our Chief Financial Officer on behalf of the management of our Company by way of certificate dated January 21,
2026. Further, the KPIs disclosed in this section have been certified by Manian & Rao, Chartered Accountants by way
of their certificate dated January 21, 2026.
For details of our other operating KPIs disclosed elsewhere in this Updated Draft Red Herring Prospectus - I, see “Our
Business”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning
on pages 194 and 387, respectively.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at
least once in a year (or any lesser period as determined by the Board of Directors of our Company) for a duration of
one year after the date of listing of the Equity Shares on the Stock Exchanges or for such other duration as may be
required under the SEBI ICDR Regulations.
Details of the key performance indicators as at and for the six months period ended September 30, 2025 and September
30, 2024 and the Fiscal Years March 31, 2025, March 31, 2024 and March 31, 2023, are set forth below:
Sr. Key Performance Units As at and As at and As at and As at and As at and
No. Indicators for the six for the six for the for the for the
months months Fiscal Year Fiscal Year Fiscal Year
period period March 31, March 31, March 31,
ended ended 2025 2024 2023
September September
30, 2025 30, 2024
1. Life-till-date Registered million 657.56 578.59 618.40 534.97 455.41
User Base (1)
2. Yearly Active Users million 420.74 378.84 402.90 349.02 301.12
(YAU) (2)
3. Monthly Active Users million 301.29 270.56 290.33 252.42 207.52
(MAU) (3)
4. Daily Active Users (DAU) million 156.00 133.27 148.41 121.01 92.76
(4)
5. Yearly Active Customers million 305.51 271.81 290.24 250.15 207.81
(YAC) (5)
6. Monthly Active million 237.75 212.85 230.08 197.43 160.73
Customers (MAC) (6)
7. Daily Active Customers million 106.56 91.38 102.10 82.09 59.06
(DAC) (7)
8. Customer Transactions (8) billion 53.40 41.96 90.27 62.36 39.67
9. Customer TPV (9) ₹ trillion 73.70 61.98 132.70 100.22 69.55
10. Monthly Active million 11.11 11.27 11.31 11.45 11.43
Merchants (MAM) (10)
11. Daily Active Merchants million 6.75 6.51 6.77 6.20 5.05
(DAM) (11)
12. Merchant Transactions (12) billion 24.96 19.93 42.66 26.96 15.81
13. Merchant TPV (13) ₹ trillion 8.51 7.01 15.00 11.00 7.55
14. Revenue from Operations ₹ million 39,184.69 32,075.16 71,148.58 50,641.33 29,142.87
(14)
15. Growth in Revenue from % 22.17% N.A. 40.50% 73.77% N.A.
Operations(15)
16. Adjusted EBITDA(16) ₹ million 2,539.09 5,047.98 14,771.92 6,518.81 (3,754.59)
17. Adjusted EBITDA Margin % 6.48% 15.74% 20.76% 12.87% (12.88%)
(%)(17)
18. Adjusted EBIT (18) ₹ million (3,138.32) (1,414.06) 1,168.81 (4,646.85) (9,120.47)
143Sr. Key Performance Units As at and As at and As at and As at and As at and
No. Indicators for the six for the six for the for the for the
months months Fiscal Year Fiscal Year Fiscal Year
period period March 31, March 31, March 31,
ended ended 2025 2024 2023
September September
30, 2025 30, 2024
19. Adjusted EBIT Margin % (8.01%) (4.41%) 1.64% (9.18%) (31.30%)
(%) (19)
20. Profit/ (loss) (20) ₹ million (14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69)
21. Profit/ (loss) Margin (%) % (34.60%) (34.78%) (22.64%) (34.88%) (90.68%)
(21)
22. Adjusted profit/ (loss) (22) ₹ million (660.28) 1,120.42 6,304.52 1,969.95 (7,387.57)
23. Adjusted profit/ (loss) % (1.58%) 3.24% 8.26% 3.44% (23.96%)
Margin (%) (23)
24. Free cash generated/(used) ₹ million (5,218.33) 2,501.61 1,904.76 (20,850.74) (22,306.54)
(24)
Notes:
Points 1-13 are for PhonePe Platform and 14-24 are for overall PhonePe Group. The references to “year” in the below footnotes refers to the
respective fiscal years ended March 31.
1. Total unique users who have signed up with PhonePe Group by accepting the PhonePe terms & conditions, as at the end of the first half of
the fiscal year/reporting period.
2. Count of unique Registered Users, who have either opened the PhonePe app or initiated a transaction, in the last 12 months from the last
month of the first half of the fiscal year/reporting period.
3. Count of unique Registered Users, who have either opened the PhonePe app or initiated a transaction, in the last month of the first half of
the fiscal year/reporting period.
4. Daily average count of unique Registered Users who have either opened the PhonePe app or initiated a transaction, averaged for the days
of the last month of the first half of the fiscal year/reporting period.
5. Count of unique Registered Users who have done at least one successful payment transaction, in the last 12 months counted from the last
month of the first half of the fiscal year/reporting period.
6. Count of unique Registered Users who have done at least one successful payment transaction, in the last month of the first half of the fiscal
year/ reporting period.
7. Daily average count of unique Registered Users who have done at least one successful payment transaction, averaged for the days of the
last month of the first half of the fiscal year /reporting period.
8. Total successful payment transactions by PhonePe Customers in the first half of the fiscal year/reporting period.
9. Total payment value of the Customer Transactions in the first half of the fiscal year/ reporting period.
10. Count of unique Registered Merchants to whom at least one successful payment transaction was made in the last month of the first half of
the fiscal year/ reporting period.
11. Daily average count of unique Registered Merchants to whom at least one successful payment transaction was made averaged for the days
of the last month of the first half of the fiscal year/ reporting period.
12. Total successful payment transactions made to Registered Merchants in the first half of the fiscal year/ reporting period.
13. Total payment value of the merchant payment transactions made to Registered Merchants in the first half of the fiscal year/ reporting period.
14. Revenue from operations means revenue generated from sale of services and other operating revenue.
15. Growth in revenue from operations percentage is calculated as revenue from operations of the relevant period/ year minus revenue from
operations of the preceding period/ year, divided by revenue from operations of the preceding period/ year.
16. Adjusted EBITDA is calculated as profit/ (loss), before other income, finance costs, depreciation and amortisation expense, share of profit
of associate, net of taxes, exceptional item, total tax expense/(credit) and share based payments.
17. Adjusted EBITDA margin percentage is derived by dividing adjusted EBITDA by revenue from operations.
18. Adjusted EBIT is calculated as profit/ (loss), before other income, finance costs, share of profit of associate, net of taxes, exceptional item,
total tax expense/ (credit) and share based payments.
19. Adjusted EBIT margin percentage is derived by dividing adjusted EBIT by revenue from operations.
20. Profit/ (loss) means (loss) for the relevant period/ year.
21. Profit/ (loss) margin percentage is derived by dividing profit/ (loss) by total income.
22. Adjusted profit/ (loss) is calculated as profit/ (loss), before exceptional item and share based payments.
23. Adjusted profit/ (loss) margin percentage derived by dividing adjusted profit/ (loss) by total income.
24. Free cash generated/ (used) refers to the aggregate of net cash flows generated from/ (used in) operating activities, purchase of property,
plant and equipment, including capital advances, capital work in progress and other intangible asset, proceeds from sale of property, plant
and equipment, payment of principal portion of lease liabilities and interest on lease liabilities.
The list of our KPIs along with a brief explanation of the relevance of the KPI for our business operations are set forth
below:
Sr. Key Performance Indicators Explanation/Significance of KPIs
No.
1. Life-till-date Registered User Base Total unique users who have signed up with PhonePe Group by accepting the
PhonePe terms & conditions, as at the end of the first half of the fiscal
year/reporting period
2. Yearly Active Users (YAU) Count of unique Registered Users, who have either opened the PhonePe app or
initiated a transaction, in the last 12 months from the last month of the first half of
the fiscal year/ /reporting period
3. Monthly Active Users or (MAU) Count of unique Registered Users, who have either opened the PhonePe app or
initiated a transaction, in the last month of the first half of the fiscal year/reporting
period
144Sr. Key Performance Indicators Explanation/Significance of KPIs
No.
4. Daily Active Users or (DAU) Daily average count of unique Registered Users who have either opened the
PhonePe app or initiated a transaction, averaged for the days of the last month of
the first half of the fiscal year/ /reporting period
5. Yearly Active Customers or (YAC) Count of unique Registered Users who have done at least one successful payment
transaction, in the last 12 months counted from the last month of the first half of
the fiscal year/ reporting period
6. Monthly Active Customers or Count of unique Registered Users who have done at least one successful payment
(MAC) transaction, in the last month of the first half of the fiscal year/ reporting period
7. Daily Active Customers or (DAC) Daily average count of unique Registered Users who have done at least one
successful payment transaction, averaged for the days of the last month of the first
half of the fiscal year /reporting period
8. Customer Transactions Total successful payment transactions by PhonePe Customers in the first half of
the fiscal year /reporting period
9. Customer TPV Total payment value of the Customer Transactions in the first half of the fiscal
year/ /reporting period
10. Monthly Active Merchants or Count of unique Registered Merchants to whom at least one successful payment
(MAM) transaction was made in the last month of the first half of the fiscal year/ reporting
period
11. Daily Active Merchants or (DAM) Daily average count of unique Registered Merchants to whom at least one
successful payment transaction was made averaged for the days of the last month
of the first half of the fiscal year/ reporting period
12. Merchant Transactions Total successful payment transactions made to Registered Merchants in the first
half of the fiscal year/ reporting period
13. Merchant TPV Total payment value of the merchant payment transactions made to Registered
Merchants in the first half of the fiscal year/ reporting period
14. Revenue from Operations Revenue from operations means revenue generated from sale of services and other
operating revenue
15. Growth in Revenue from Growth in revenue from operations percentage is calculated as revenue from
Operations operations of the relevant period/ year minus revenue from operations of the
preceding period/ year, divided by revenue from operations of the preceding
period/ year
16. Adjusted EBITDA Adjusted EBITDA is calculated as profit/ (loss), before other income, finance
costs, depreciation and amortisation expense, share of profit of associate, net of
taxes, exceptional item, total tax expense/(credit) and share based payments
17. Adjusted EBITDA Margin(%) Adjusted EBITDA margin percentage is derived by dividing adjusted EBITDA by
revenue from operations
18. Adjusted EBIT Adjusted EBIT is calculated as profit/ (loss), before other income, finance costs,
share of profit of associate, net of taxes, exceptional item, total tax expense/ (credit)
and share based payments
19. Adjusted EBIT Margin(%) Adjusted EBIT margin percentage is derived by dividing adjusted EBIT by
revenue from operations
20. Profit/ (loss) Profit/ (loss) means (loss) for the relevant period/ year
21. Profit/ (loss) Margin (%) Profit/ (loss) margin percentage is derived by dividing profit/ (loss) by total income
22. Adjusted profit/ (loss) Adjusted profit/ (loss) is calculated as profit/ (loss), before exceptional item and
share based payments
23. Adjusted profit/ (loss) Margin (%) Adjusted profit/ (loss) margin percentage derived by dividing adjusted profit/
(loss) by total income
24. Free cash generated/(used) Free cash generated/ (used) refers to the aggregate of net cash flows generated
from/ (used in) operating activities, purchase of property, plant and equipment,
including capital advances, capital work in progress and other intangible asset,
proceeds from sale of property, plant and equipment, payment of principal portion
of lease liabilities and interest on lease liabilities
I. Description on the historic use of the KPIs by our Company to analyse, track or monitor the operational and/or
financial performance of our Company
In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review
and assess our financial and operating performance. The presentation of these KPIs is not intended to be considered in
isolation or as a substitute for the Restated Consolidated Financial Information. We use these KPIs to evaluate our
financial and operating performance. Some of these KPIs are not defined under Ind AS and are not presented in
accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the
similar information used by other companies and hence their comparability may be limited. Therefore, these KPIs
should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an
indicator of our operating performance, liquidity, profitability or results of operation. Although these KPIs are not a
measure of performance calculated in accordance with applicable accounting standards, our Company’s management
145believes that these provides an additional tool for investors to use in evaluating our ongoing operating results and
trends and in comparing our financial results with other companies in our industry because these provides consistency
and comparability with past financial performance, when taken collectively with financial measures prepared in
accordance with Ind AS.
Investors are encouraged to review the Ind AS financial statements and not rely on any single financial or operational
KPIs to evaluate our business.
146J. Comparison of KPIs with our peers listed in India
Set forth below is a comparison of our KPIs with our peer group companies listed in India and operating in the same industry as our Company, whose business profile is comparable to our business in
terms of our size, scale and our business model:
Key Performance Units PhonePe One 97 Communications Limited
Indicators As at and for As at and for As at and for As at and for As at and for As at and for As at and for As at and for As at and for As at and for
the six months the six months the Fiscal the Fiscal the Fiscal the six months the six months the Fiscal the Fiscal the Fiscal
period ended period ended Year March Year March Year March period ended period ended Year March Year March Year March
September 30, September 30, 31, 2025 31, 2024 31, 2023 September 30, September 30, 31, 2025 31, 2024 31, 2023
2025 2024 2025 2024
Life-till-date million 657.56 578.59 618.40 534.97 455.41 N.A. N.A. N.A. N.A. N.A.
Registered User
Base
Yearly Active million 420.74 378.84 402.90 349.02 301.12 N.A. N.A. N.A. N.A. N.A.
Users (YAU)
Monthly Active million 301.29 270.56 290.33 252.42 207.52 N.A. N.A. N.A. N.A. N.A.
Users (MAU)
Daily Active Users million 156.00 133.27 148.41 121.01 92.76 N.A. N.A. N.A. N.A. N.A.
(DAU)
Yearly Active million 305.51 271.81 290.24 250.15 207.81 N.A. N.A. N.A. N.A. N.A.
Customers (YAC)
Monthly Active million 237.75 212.85 230.08 197.43 160.73 75.00 71.00 72.00 96.20 89.90
Customers (MAC)
Daily Active million 106.56 91.38 102.10 82.09 59.06 N.A. N.A. N.A. N.A. N.A.
Customers (DAC)
Customer billion 53.40 41.96 90.27 62.36 39.67 N.A. N.A. N.A. N.A. N.A.
Transactions
Customer TPV ₹ trillion 73.70 61.98 132.70 100.22 69.55 N.A. N.A. N.A. N.A. N.A.
Monthly Active million 11.11 11.27 11.31 11.45 11.43 N.A. N.A. N.A. N.A. N.A.
Merchants (MAM)
Daily Active million 6.75 6.51 6.77 6.20 5.05 N.A. N.A. N.A. N.A. N.A.
Merchants (DAM)
Merchant billion 24.96 19.93 42.66 26.96 15.81 N.A. N.A. N.A. N.A. N.A.
Transactions
Merchant TPV ₹ trillion 8.51 7.01 15.00 11.00 7.55 N.A. N.A. N.A. N.A. N.A.
Revenue from ₹ 39,184.69 32,075.16 71,148.58 50,641.33 29,142.87 39,790.00 31,610.00 69,004.00 99,778.00 79,903.00
Operations million
Growth in Revenue % 22.17% N.A. 40.50% 73.77% N.A. 25.88% (34.96%) (30.84%) 24.87% 60.63%
from Operations
Adjusted EBITDA ₹ 2,539.09 5,047.98 14,771.92 6,518.81 (3,754.59) N.A. (7,320) (6,900.00) 5,590.00 (1,760.00)
million
Adjusted EBITDA % 6.48% 15.74% 20.76% 12.87% (12.88%) N.A. 23.00% (10.01%) 5.60% (2.20%)
Margin (%)
147Key Performance Units PhonePe One 97 Communications Limited
Indicators As at and for As at and for As at and for As at and for As at and for As at and for As at and for As at and for As at and for As at and for
the six months the six months the Fiscal the Fiscal the Fiscal the six months the six months the Fiscal the Fiscal the Fiscal
period ended period ended Year March Year March Year March period ended period ended Year March Year March Year March
September 30, September 30, 31, 2025 31, 2024 31, 2023 September 30, September 30, 31, 2025 31, 2024 31, 2023
2025 2024 2025 2024
Adjusted EBIT ₹ (3,138.32) (1,414.06) 1,168.81 (4,646.85) (9,120.47) N.A. N.A. N.A. N.A. N.A.
million
Adjusted EBIT % (8.01%) (4.41%) 1.64% (9.18%) (31.30%) N.A. N.A. N.A. N.A. N.A.
Margin (%)
Profit/ (loss) ₹ (14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69) 1,440 900 (6,632.00) (14,224.00) (17,765.00)
million
Profit/ (loss) % (34.60%) (34.78%) (22.64%) (34.88%) (90.68%) N.A. N.A. N.A. N.A. N.A.
Margin (%)
Adjusted profit/ ₹ (660.28) 1,120.42 6,304.52 1,969.95 (7,387.57) N.A. N.A. N.A. N.A. N.A.
(loss) million
Adjusted profit/ % (1.58%) 3.24% 8.26% 3.44% (23.96%) N.A. N.A. N.A. N.A. N.A.
(loss)Margin (%)
Free cash ₹ (5,218.33) 2,501.61 1,904.76 (20,850.74) (22,306.54) N.A. N.A. N.A. N.A. N.A.
generated/(used) million
Notes relevant to One 97 Communications Limited:
1. Monthly Active Customers (MAC) referred to as Monthly Transacting Users by One 97 Communications refers to the unique users with atleast one successful transaction in a particular calendar month. Data shown is for the quarters ending March
31, 2023 (For Fiscal Year 2023). March 31, 2024 (For Fiscal Year 2024), and September 30, 2024, and March 31 2025 (For Fiscal Year 2025), and September 30, 2025.
2. Revenue from operations include the income from payment services, financial services and others, marketing services and other operating revenue.
3. Adjusted EBITDA-Without-ESOPs is the EBITDA before ESOP cost, which is a Non-GAAP financial measure. EBITDA before ESOP cost is defined as profit for the period, before depreciation and amortization expense, income tax expense, share-
based payment expense, finance costs, other income, loss for the period from discontinued operations, exceptional items, IPO expenses & share of Profit/ (loss) of associates/joint ventures.
4. Adjusted EBITDA Margin (%) is the Adjusted EBITDA divided by the revenue from operations for the year.
5. One 97 Communications reports Net Profit Margin (%) as Profit/ (loss) divided by revenue from operations and has reported (9.60%), (14.30%), (22.20%) in Fiscal Year 2025, 2024 and 2023 respectively. Whereas PhonePe defines Profit/ (loss)
Margin (%) as Profit/ (loss) divided by Total income and hence is not comparable.
148K. Weighted average cost of acquisition (“WACA”), floor price and cap price
a) Price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on
primary issuances of Equity Shares or convertible securities (excluding Equity Shares issued under the PSOP
2022, PhonePe Award Schemes and issuance of Equity Shares pursuant to a bonus issue) during the 18 months
preceding the date of this Updated Draft Red Herring Prospectus - I, where such issuance is equal to or more
than 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-Offer capital
before such transaction(s) and excluding employee stock options granted but not vested), in a single transaction
or multiple transactions combined together over a span of rolling 30 days (“Primary Issuances”)
Not Applicable
b) Price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on
secondary sale or acquisition of equity shares or convertible securities (excluding gifts) involving any of the
Promoters, members of the Promoter Group, Selling Shareholders or Shareholders with the right to nominate
directors on our Board during the 18 months preceding the date of this Updated Draft Red Herring Prospectus
- I, where the acquisition or sale is equal to or more than 5% of the fully diluted paid-up share capital of our
Company (calculated based on the pre-Offer capital before such transaction/s and excluding employee stock
options granted but not vested), in a single transaction or multiple transactions combined together over a span
of rolling 30 days (“Secondary Transactions”)
Not Applicable
c) Since there are no such transactions to report under (a) and (b), the following are the details of price per share
of the Company basis the last five primary or secondary transactions (secondary transactions where Promoters,
members of the Promoter Group, Selling Shareholders, or Shareholder(s) having the right to nominate
Director(s) on our Board, are a party to the transaction), not older than three years prior to the date of this
Updated Draft Red Herring Prospectus - I irrespective of the size of transactions:
Date of Number of Face Issue/ Nature of allotment/ Nature of Total
Allotment/ Equity value Transfer Transfer consideration consideration (in
Transfer Shares per price per ₹)
Equity Equity
Share Share (₹)
(₹)
Primary issuances or secondary issuances
March 30, 976,560# 1# 1,996.80# Preferential Allotment to Cash 1,949,995,008
2023 TVS Shriram Growth
Fund 3
April 12, 4,100,000# 1# 1,996.80# Preferential Allotment to Cash 8,186,880,000
2023 General Atlantic
Singapore PPIL Pte. Ltd.
May 31, 4,107,000# 1# 1,996.80# Preferential Allotment to Cash 8,200,857,600
2023 General Atlantic
Singapore PPIL Pte. Ltd.
September 8,421,725 1 2,337.60 Transfer of Equity shares Cash 19,686,624,360
17, 2025 from Sameer Nigam to
General Atlantic
Singapore PPIL Pte. Ltd.
September 8,421,725 1 2,337.60 Transfer of Equity shares Cash 19,686,624,360
17, 2025 from Rahul Chari to
General Atlantic
Singapore PPIL Pte. Ltd.
Total 26,027,010 57,710,981,328
Weighted Average Cost of Acquisition basis the last five primary or secondary transactions 2,217.35
#Includes the impact of sub-division of equity share of ₹10 each into 10 Equity Shares of ₹1 each
149d) The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition based on the
primary or secondary transactions described in (a), (b) and (c) above and are disclosed below
Types of transactions WACA (in ₹)# Floor Price (in Cap Price (in
times) times)
Weighted average cost of acquisition for last 18 months for primary N.A. [●] times* [●] times*
/ new issue of shares (equity/ convertible securities), excluding shares
issued under an employee stock option plan/ employee stock option
scheme and issuance of bonus shares, during the 18 months preceding
the date of this Updated Draft Red Herring Prospectus - I, where such
issuance is equal to or more than 5% of the paid-up share capital of
our Company (calculated based on the pre-Offer capital before such
transaction/s and excluding employee stock options granted but not
vested), in a single transaction or multiple transactions combined
together over a span of rolling 30 days
Weighted average cost of acquisition for last 18 months for secondary N.A. [●] times* [●] times*
sale / acquisition of shares equity/convertible securities), where
Promoters, members of the Promoter Group, the Selling
Shareholders, or Shareholder(s) having the right to nominate
Directors on our Board are a party to the transaction (excluding gifts),
during the 18 months preceding the date of this Updated Draft Red
Herring Prospectus - I, where either acquisition or sale is equal to or
more than five per cent of the paid-up share capital of our Company
(calculated based on the pre-Offer capital before such transaction/s
and excluding employee stock options granted but not vested), in a
single transaction or multiple transactions combined together over a
span of rolling 30 days
Note: Since there were no primary or secondary transactions of equity shares of our Company during the 18 months to report (a)
and (b), the information has been disclosed for price per share of our Company based on the last five primary or secondary
transactions where Promoters, members of the Promoter Group, the Selling Shareholders or shareholder(s) having the right to
nominate directors on our Board, are a party to the transaction, not older than three years prior to the date of filing of this Updated
Draft Red Herring Prospectus - I irrespective of the size of the transaction, is as below:
Basis on the last five primary or secondary transactions 2,217.35# [●] times* [●] times*
*To be updated after the finalization of Price Band.
#Includes the impact of sub-division of equity share of ₹10 each into 10 Equity Shares of ₹1 each.
e) Justification for Basis of Offer price
1. The following provides an explanation to the Cap Price being [●] times of weighted average cost of acquisition
of Equity Shares that were issued by our Company or acquired or sold by the Selling Shareholders or other
Shareholders with rights to nominate directors on our Board by way of primary and secondary transactions in
the six months period ended September 30, 2025 and September 30, 2024 and for the last three full Financial
Years preceding the date of this Updated Draft Red Herring Prospectus - I compared to our Company’s KPIs
and financial ratios for six months period ended September 30, 2025 and September 30, 2024 and for the Fiscal
Years 2025, 2024 and 2023.
[●]*
* To be included in the Price Band.
2. The following provides an explanation to the Cap Price being [●] times of weighted average cost of acquisition
of Equity Shares that were issued by our Company or acquired by the Selling Shareholders or other
Shareholders with the right to nominate directors on our Board by way of primary and secondary transactions
in view of external factors, if any.
[●]*
* To be included in the Price Band.
The Offer Price of ₹[●] has been determined by our Company, in consultation with the Book Running Lead Managers, on the
basis of the demand from investors for the Equity Shares through the Book Building process. Bidders should read the
abovementioned information along with “Risk Factors”, “Our Business” and “Financial Information” on pages 39, 194 and
305, respectively, to have a more informed view.
150STATEMENT OF SPECIAL TAX BENEFITS
Statement of special tax benefits (under direct and indirect tax laws) available to PhonePe Limited (formerly known as
PhonePe Private Limited) (“the Company”), and its Shareholders under the applicable tax laws in India
The Board of Directors
PhonePe Limited (formerly known as PhonePe Private Limited)
Office-2, Floor 5, Wing A, Block A,
Salarpuria Softzone, Bellandur Village, Varthur Hobli,
Outer Ring Road, Bellandur, Bangalore,
Bangalore South, Karnataka, India, 560103
Dear Sirs/ Madam,
Statement of special tax benefits available to the Company and its shareholders under the Indian tax laws (the
“Statement”).
1. We hereby confirm that the enclosed Annexures 1 and 2 (together, the “Annexures”), prepared by the Company, provides
the special tax benefits available to the Company and to the shareholders of the Company under:
• the Income-tax Act, 1961 (the “Act”) as amended by the Finance Act, 2025 i.e. applicable for the Financial Year 2025-
26 relevant to the assessment year 2026-27 and presently in force in India (together, the “Direct Tax Laws”); and
• the Central Goods and Services Tax Act, 2017 ,the Integrated Goods and Services Tax Act, 2017 and State Goods and
Services Tax Act, 2017 read with rules, circulars and notifications (hereinafter collectively referred to as “GST Acts”),
the Customs Act, 1962 (“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff Act”) read with rules, circulars,
and notifications (hereinafter collectively referred to as “Customs Laws”), Foreign Trade Policy (FTO), 2023, each as
amended and presently in force in India (herein collectively referred as “Indirect Tax Laws”).
Direct Tax Laws and Indirect Tax Laws are collectively referred to as the “Tax Laws”. Several of these benefits are
dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the Tax
Laws. Hence, the ability of the Company and its shareholders to derive the tax benefits is dependent upon their fulfilling
such conditions which, based on business imperatives the Company faces in the future, the Company or its shareholders
may or may not choose to fulfil.
2. The benefits discussed in the enclosed Annexures are not exhaustive and the preparation of the contents stated in the
Annexures is the responsibility of the Company’s management. We are informed that this statement is only intended to
provide general information to the investors and is neither designed nor intended to be a substitute for professional tax
advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to
consult their own tax consultant with respect to the specific tax implications arising out of their participation in the proposed
initial public offering of equity shares of the Company (the “IPO”).
3. We do not express any opinion or provide any assurance as to whether:
i) the Company or its shareholders will continue to obtain these benefits in future;
ii) the conditions prescribed for availing the benefits have been / would be met with; and
iii) the revenue authorities/courts will concur with the views expressed herein.
4. The contents of the enclosed Annexures are based on information, explanations and representations obtained from the
Company and on the basis of their understanding of the business activities and operations of the Company.
5. This Statement is issued solely in connection with the proposed IPO of the Company and is not to be used, referred to or
distributed for any other purpose.
6. We have no responsibility to update this report for events and circumstances occurring after the date of this report.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
151______________________________
per Bharath N S
Partner
Membership Number: 210934
UDIN: 25210934BMLCIJ6029
Place of Signature: Bengaluru
Date: September 23, 2025
152ANNEXURE 1 TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY, AND ITS
SHAREHOLDERS UNDER THE APPLICABLE DIRECT TAX LAWS IN INDIA
The information outlined below sets out the special tax benefits available to the Company and its shareholders under the Income
Tax Act, 1961 (‘the Act’) read with rules, circulars, and notifications thereunder, as amended by the Finance Act 2025,
applicable for Financial Year 2025-26 relevant to Assessment Year 2026-27 presently in force in India.
Special tax benefits available to the Company under the Act
A. Lower corporate tax rate under Section 115BAA of the Act
Section 115BAA has been inserted in the Act w.e.f. April 1, 2020 granting an option to domestic companies to compute
corporate tax at a reduced rate of 25.168% (22% plus surcharge of 10% and cess of 4%).
The Section further provides that domestic companies availing such option will not be required to pay Minimum Alternate
Tax (“MAT”) under Section 115JB of the Act. However, such a company will no longer be eligible to avail specified
exemptions/ incentives/ deductions (e.g. deduction under Section 10AA, 32(1)(iia), 33ABA, 35(2AB), 80-IA etc.) under
the Act and will also need to comply with the other conditions specified in section 115BAA of the Act. Further, the
Company shall not be allowed to claim set-off of any brought forward loss arising to it on account of additional depreciation
and other specified incentives. The option once exercised by the Company cannot be subsequently withdrawn in any
subsequent FY.
The Company has opted to apply section 115BAA of the Act with effect from Financial Year 2019-20 relevant to
Assessment Year 2020-21.
B. Deductions from Gross Total Income
• Section 80JJAA of the Act -Deduction in respect of employment of new employees
Subject to fulfilment of prescribed conditions, the Company is entitled to claim deduction, under the provisions of
Section 80JJAA of the Act, of an amount equal to thirty per cent of additional employee cost (relating to specified
category of employees) incurred in the course of business in the previous year, for three assessment years including
the assessment year relevant to the previous year in which such employment is provided. The deduction under Section
80JJAA of the Act shall be applicable even if the Company avails the benefits of the lower corporate tax rate under
Section 115BAA of the Act.
The Company has not availed any deduction under this Section till date.
• Section 80M of the Act - Deduction in respect of inter-corporate dividends
Up to March 31, 2020, any dividend paid to a shareholder by a company was liable to Dividend Distribution Tax
(“DDT”), and the recipient shareholder was exempt from tax. Pursuant to the amendment made by the Finance Act,
2020, DDT stands abolished and dividend received by a shareholder on or after April 1, 2020 is liable to tax in the
hands of the shareholder. The Company is required to deduct Tax Deducted at Source (“TDS”) at applicable rate
specified under the Act read with applicable Double Taxation Avoidance Agreement (if any).
With respect to a resident corporate shareholder, a new Section 80M has been inserted in the Act to remove the
cascading effect of taxes on inter-corporate dividends during Financial Year 2020-21 and thereafter. The Section
provides that where the gross total income of a domestic company in any previous year includes any income by way
of dividends from any other domestic company or a foreign company or a business trust, there shall, in accordance
with and subject to the provisions of this Section, be allowed in computing the total income of such domestic company,
a deduction of an amount equal to so much of the amount of income by way of dividends received from such other
domestic company or foreign company or business trust as does not exceed the amount of dividend distributed by it
on or before the due date.
The “due date” means the date one month prior to the date for furnishing the return of income under sub-section (1)
of section 139 of the Act.
Where the Company receives any such dividend during a Financial Year and also, distributes dividend to its
shareholders before the aforesaid date, as may be relevant to the said Financial Year, it shall be entitled to the deduction
under Section 80M of the Act. The deduction under Section 80M of the Act shall also be applicable for the company
availing the benefits of lower corporate tax rate under Section 115BAA of the Act.
The Company has not availed any deduction under this Section till date.
153Special tax benefits available to Shareholders under the Act
There are no special tax benefits available to the shareholders of the Company.
Notes:
• The above Annexure 1 to special direct tax benefits (“statement”) sets out the provisions of the Act in a summary manner
only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal
of shares.
• The above Annexure 1 covers only certain special tax benefits under the Act, read with the relevant rules, circulars and
notifications and does not cover any benefit under any other law in force in India. This Annexure 1 also does not discuss
any tax consequences, in the country outside India, of an investment in the shares of an Indian company.
• The above Annexure 1 to possible special tax benefits is as per the current direct tax laws relevant for the Financial Year
2025-26 relevant to Assessment Year 2026-27. Several of these benefits are dependent on the Company or its shareholders
fulfilling the conditions prescribed under the relevant provisions of the Act.
• In respect of non-resident shareholders, the tax rates and the consequent taxation shall be further subject to any benefits
available under the applicable double taxation avoidance agreement, if any, between India and the country in which such
non-resident shareholder has fiscal domicile.
• This Annexure 1 is intended only to provide general information to the investors and is neither designed nor intended to be
a substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is advised to
consult his or her tax advisor with respect to specific tax consequences of his/her investment in the shares of the Company.
• No assurance is given that the revenue authorities/courts will concur with the views expressed herein. The views are based
on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume
responsibility to update the views consequent to such changes.
• The Hon’ble Finance Minister of India introduced the Income-tax Bill, 2025 (‘the Bill’) in February 2025 with the aim to
replace the Income-tax Act, 1961. The Bill has now been enacted as the Income Tax Act, 2025 (‘the New Act’) following
its approval by both houses of Parliament and Presidential assent on August 21, 2025. The New Act seeks to simplify the
tax law, reduce litigation, and enhance clarity for taxpayers, and will come into effect from April 1, 2026. The subject
Annexure 1 pertains to special tax benefits applicable for Financial Year 25-26 and therefore has not factored the impact
of the New Act.
For PhonePe Limited (formerly known as PhonePe Private Limited)
Adarsh Nahata
Chief Financial Officer
Place: Bengaluru
Date: September 23, 2025
154ANNEXURE 2 TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS UNDER THE APPLICABLE INDIRECT TAX LAWS IN INDIA
The information outlined below sets out the special tax benefits available to the Company and its shareholders under the Central
Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017 and State Goods and Services Tax Act,
2017 read with rules, circulars and notifications (hereinafter collectively referred to as “GST Acts”), the Customs Act, 1962
(“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff Act”) read with Rules, Circulars, and Notifications (hereinafter
collectively referred to as “Customs Laws”), Foreign Trade Policy (FTO), 2023 (herein collectively referred as “Indirect Tax
Laws”)
Special indirect tax benefits available to the Company under Indirect Tax Laws
There are no special tax benefits available to the Company under Indirect Tax Laws
Special tax benefits available to Shareholders under Indirect Tax Laws
The Shareholders of the Company are not entitled to any special tax benefits under Indirect Tax Laws
Notes:
• This Annexure 2 is intended only to provide general information to the investors and is neither designed nor intended to be
a substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is advised to
consult his or her tax advisor with respect to specific tax consequences of his/her investment in the shares of the Company.
• No assurance is given that the revenue authorities/courts will concur with the views expressed herein. The views are based
on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume
responsibility to update the views consequent to such changes.
For PhonePe Limited (formerly known as PhonePe Private Limited)
Adarsh Nahata
Chief Financial Officer
Place: Bengaluru
Date: September 23, 2025
155SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Democratising Access to Digital Economy” dated January 13, 2026 (the “Redseer Report”) prepared and issued by Redseer
Strategy Consultants Private Limited (“Redseer”), which has been commissioned by and paid for by our Company exclusively
in connection with the Offer for the purposes of confirming our understanding of the industry in which we operate. Unless
otherwise indicated, all financial, operational, industry and other related information derived from the Redseer Report and
included herein with respect to any particular year, refers to such information for the relevant year. The data included herein
includes excerpts from the Redseer Report and may have been re-ordered by us for the purposes of presentation. For further
details and risks in relation to the Redseer Report, see “Risk Factors – Internal Risks – Certain sections of this Updated Draft
Red Herring Prospectus – I contain information from the Redseer Report which has been exclusively commissioned and paid
for by us in relation to the Offer and any reliance on such information for making an investment decision in this Offer is subject
to inherent risks.” on page 82. The Redseer Report is not a recommendation to invest or disinvest in any company covered in
the report. The views expressed in the Redseer Report are that of Redseer. Prospective investors are advised not to unduly rely
on the Redseer Report, and should conduct their own investigation and analysis of all facts and information contained in this
Updated Draft Red Herring Prospectus - I. The Redseer Report will form part of the material documents for inspection and
will be available on the website of our Company at www.phonepe.com/apollo/investor-relations/pdf/industry-report.pdf from
the date of filing of the Updated Draft Red Herring Prospectus - I until the Bid/Offer Closing Date.
References to various segments in the Redseer Report and information derived therefrom are references to industry segments
and in accordance with the presentation, analysis and categorisation in the Redseer Report. Our segment reporting in our
financial statements is based on the criteria set out in Ind AS 108, Operating Segments and we do not present such industry
segments as operating segments.
CHAPTER 1: INDIAN MACROECONOMIC OVERVIEW AND DIGITISATION TRENDS
India is projected to be the fastest-growing economy among the G20 countries. It is rapidly shaping into a formal, digital
economy driven by factors such as growing adoption of smartphones, affordable mobile data, emergence of Digital Public
Infrastructure like Aadhaar, Unified Payments Interface (UPI), Electronic Know Your Customer (e-KYC), and a very strong
growth of digital payments. This economic transition is democratising financial services and commerce, making them accessible
to a broader population and encouraging greater participation in the formal economy.
1.1 India is projected to be the third-largest economy in the world by Fiscal Year 2030 with favourable
macroeconomic tailwinds enabling this rapid growth
India is the fifth largest economy in the world with a nominal Gross Domestic Product (GDP) of ₹ 332 trillion (US$
3.91 trillion) in Fiscal Year 2025 as per International Monetary Fund (“IMF”) data. IMF also projects India’s nominal
GDP to display robust growth of 9.01% annually between Fiscal Year 2025 and Fiscal Year 2030 leading to India
becoming a ₹ 512 trillion (US$ 6.02 trillion) economy. Further, India is projected to be the fastest growing economy
over the next five years and is projected to become the third-largest economy in Fiscal Year 2030 as per IMF. This
growth trajectory is led by rapid investments in infrastructure, a favourable demographic dividend, increased global
economic integration, and rising digital adoption of products and services among others. India is also envisioned to be
a developed nation by Calendar Year 2047 under the Viksit Bharat @2047 initiative.
Figure 1: India, the 5th largest economy as of Fiscal Year 2025, is projected to become the 3rd largest economy
in Fiscal Year 2030, growing fastest among the major economies
156Note(s): 1. For India FY2025 is considered, for other economies, CY2024 is considered
2. Conversion rate: US$ 1 = ₹ 85
Source(s): International Monetary Fund (“IMF”), World Economic Outlook (October 2025)
Private Final Consumption Expenditure (PFCE) is a material GDP contributor and one of the factors influencing PFCE
is “GDP per capita”. The GDP per capita mark of US$ 2,000 has been historically seen as an inflection point for
economic growth in many large economies, characterised by increased consumer spending. For instance, when China
exceeded the US$ 2,000 GDP per capita threshold in 2006, it experienced ~20% CAGR in its Private Final
Consumption Expenditure (PFCE) over the following five years. India’s GDP per capita stood at ~₹ 234,859 (~US$
2,763) in Fiscal Year 2025, indicating an opportunity for further consumption growth. India’s PFCE grew at ~10.7 %
annually between Fiscal Year 2020 and Fiscal Year 2025 and is estimated to be ~61.4% of India’s GDP based on
Provisional Estimates (PE) for Fiscal Year 2025 as per the Ministry of Statistics and Programme Implementation
(“MoSPI”). However, global developed economies such as the USA with a PFCE-to-GDP ratio of ~67.9% and
developing economy of Philippines at ~76.1% in Calendar Year 2024 indicate India’s potential for further growth, as
indicated in Figure 2.
Figure 2: India’s PFCE has outpaced GDP growth, but has more headroom for growth with PFCE as a % of
GDP being less than that of developed countries, like the USA, and developing countries, like Philippines
Note(s): 1. For India, second revised estimates (“2nd RE”) have been considered for Fiscal Year 2020, and Provisional Estimates (“PE”) have
been considered for Fiscal Year 2025, 2. Conversion rate: US$ 1 = ₹ 85
Source(s): World Bank (December 2025), Ministry of Statistics & Programme Implementation (“MoSPI”) – May 2025
1.2 India’s burgeoning middle-class is driving strong Gross National Income (GNI) per capita growth, with bulk
of the growth coming from Tier 2+ cities
157
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₹ 122.37
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FY20 FY25
India India USA Philippines
FY20 FY25 CY24 CY24GNI per capita increased from ₹ 148,261 (US$1,744) in Fiscal Year 2020 to ₹ 231,462 (US$ 2,723) in Fiscal Year
2025, growing at a CAGR of 9.3%, as per MoSPI data. This growth is accompanied by a structural transformation in
the country’s income and consumption patterns, led by the expanding middle-income segment.
The number of middle-income households (comprising the upper middle-class and the lower middle-class households)
in India has increased by 21% from ~145 million in Fiscal Year 2020 to ~176 million in Fiscal Year 2025. This shift
has been driven by factors such as rapid economic development and growing formalisation of employment. As of
Fiscal Year 2025, the middle-income households accounted for ~51% of India’s total households, which is projected
to increase to ~57% by Fiscal Year 2030.
Figure 3: India’s middle-income households are projected to reach 212 million by Fiscal Year 2030 witnessing
the largest number of net overall household additions of 36 million
Note(s): 1. Incomes are calculated based on real wage growth and account for wage inflation, 2. Conversion rate: US$ 1 = ₹ 85
Source(s): Redseer Research and Analysis
The growth of India’s middle-income segment is being spearheaded by Tier 2+ cities, which are projected to account
for 65-70% of net additions to the middle-income segment from Fiscal Year 2025 to Fiscal Year 2030. This shift is
being accelerated by government investments in infrastructure (Smart Cities Mission and PM Gatishakti National
Master Plan), improved logistics connectivity and deeper digital penetration. Migration from smaller towns towards
larger cities for better opportunities has resulted in higher remittances being sent back home digitally, supporting local
consumption. As a result, India’s income pyramid is expected to shift towards a middle-income heavy structure, led
by Tier 2+ cities rising income levels and tailwinds such as public infrastructure development, smartphone adoption,
and workforce upskilling.
1.3 India's favourable demographic profile, with a growing younger population, is driving higher consumption
As of Calendar Year 2024, India’s working age population (15-64 years) stands at 990 million (68% of the total
population), indicating growth opportunities for consumption. A large and economically active population translates
to higher disposable incomes, more demand for goods and services, with a larger appetite for financial and digital
products. Additionally, India’s population is relatively young, with a median age of 28 years in Calendar Year 2024,
much lower than that of other developing economies like Thailand (40 years) and China (39 years) as well as developed
economies like the UK (39 years) and the USA (38 years). Over 40% of India’s population is under the age of 25,
according to the United Nations World Population Prospects. This younger demographic is inherently tech-savvy and
is increasingly using digital services, primarily through their smartphones, and reflects how India is evolving.
1.4 Digitisation is driving the democratisation of financial services, with smartphones becoming the entry point for
digital adoption in the country
As of Fiscal Year 2025, India had about 818-853 million internet users, projected to grow to 990-1,140 million by
Fiscal Year 2030, driven by low data costs, availability of affordable smartphones (including smart featurephones),
rollout of 4G connectivity, and government initiatives like Digital India and the BharatNet project. Launch of 5G and
continued affordability in data pricing are expected to drive continued growth momentum. While internet adoption in
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6 % )
ld sdeveloped markets started with personal computers, the digital journey for Indian users began with smartphones. The
user base for smartphones in India is 692-706 million in Fiscal Year 2025 with a penetration of 48-49% based on total
population of 1,455 million and is further projected to reach 960-1,080 million with a penetration rate of 63-71% based
on total population of 1,513 million by Fiscal Year 2030, reflecting a 7-9% CAGR. Additionally, feature phone users
in India are estimated at 200-300 million in Fiscal Year 2025, accounting for approximately 14-21% penetration.
However, the addressable base for digital financial services is smaller. Consumer segments like teenagers, the elderly,
and dependents often use smartphones for content rather than transactions, and in many single-income households,
only the primary earner, also the sole owner of a smartphone in the household, transacts. Consequently, the number of
digital transactors in India stands at 442-469 million in Fiscal Year 2025 and is projected to grow at a CAGR of 14-
16%, to reach 854-983 million by Fiscal Year 2030.
Figure : India’s digital population is pro ected to grow rapidly by Fiscal Year 2030, with internet access users
projected to constitute 65-75% of population
Consumer Internet Funnel India
(FY20, FY25, FY30P, in million (% of total population))
CAGR
FY20 FY25 FY30P
Y25 30P
Access to Internet 561-591 818-853 990-1,140 - %
Total population with access 0- 3% 5 -5 % 5- 5%
to internet
411-441 692-706 960-1,080
Smartphone Users - %
Total population with access to 30-32% 8- % 3- 1%
smartphone or smart feature phone
Digital Transactors 139-159 442-469 854-983 1 -1 %
Transactors of services and 10-11% 30-32% 5 - 5%
product through digital payments
Source(s): Redseer Research and Analysis
India has one of the most affordable data prices globally, at ~₹ 14 (~US$ 0.16) per GB, compared to the global average
of ~₹ 222 (~US$ 2.61) per GB as of Fiscal Year 2025. This affordability has democratised internet access, across
income groups and geographies. This is evident from India’s data consumption per user average being 24 GB per
month, one of the highest in the world, sustaining the growth of digital adoption. As per DataReportal (Calendar Year
2024), Indian users aged 16 to 64 spend ~148 minutes daily on social media, compared to developed economies like
the USA at 129 minutes and United Kingdom (UK) at 97 minutes and developing economies such as China at 114
minutes. This highlights India’s significantly higher engagement with online platforms.
India’s consumption-led economic growth is increasingly being shaped by digital adoption, with the smartphone at its
core. From shopping and payments to education, entertainment, and daily utilities, smartphones have embedded
themselves into every facet of consumer life, cutting across demographics and geographies.
Linked to smartphones is the broader app economy that continues to gain traction. Rising smartphone adoption, an
increase in app-first startups, and growing incomes are driving demand across sectors such as food, finance, healthcare,
mobility, and identity services. As developers focus on regional languages and localised solutions, the app ecosystem
is poised to lead the next wave of digital consumption across both urban and emerging markets.
1.5 Digital Public Infrastructure (DPI) and other Government initiatives are enabling adoption of digital services
and payments
A cornerstone of India’s digital transformation is the India Stack, an integrated framework of digital tools and services,
including key elements of DPI – designed to enhance identity verification, financial transactions, and regulatory
compliance. Key components of the India Stack include:
• Aadhaar UID (Unique Identification): Provides a unique identification for users, enabling seamless identity
verification for financial services. As of September 2025, there are ~1,430 million registered Aadhaar
accounts.
• e-KYC: Enables instant, paperless identity verification through Aadhaar, streamlining the onboarding and
verification process required for accessing financial services.
159• Unified payments Interface (UPI): UPI has revolutionised digital payments by providing a real-time
payment system that allows users to send and receive money instantly. Low transaction fees, speed, security
and ease-of-use have made UPI accessible to a wider population across urban and rural areas.
Additionally, the Government of India, the Reserve Bank of India (“RBI”), the National Payments Corporation of
India (“NPCI”), and Payment Infrastructure Development Fund (“PIDF”) have also played a pivotal role in driving
the adoption of digital payments. A few factors that have further enabled this transformation are:
• DigiLocker: Cloud-based platform to store and share important documents digitally, enhancing the security
and accessibility of personal records. DigiLocker reached a total of 629 million users as of December 2025,
with 242 million users added in Fiscal Year 2025 alone, reflecting a 129% Year-on-Year (YoY) growth in
user registration from 105 million in Fiscal Year 2024.
• e-RUPI: A voucher-based digital payment system that has enabled cashless and contactless payments for
welfare benefits, which can be redeemed via Quick Response (QR) codes or Short Message Service (SMS)
at designated service providers without requiring a bank account or app. It facilitates direct benefit transfer,
making government schemes payments targeted, efficient, and accessible.
• Goods and Service Tax Network (GSTN): Supports the implementation of GST by providing a digital
interface for businesses to file returns and manage tax-related processes, ensuring greater compliance and
efficiency.
• RuPay payment network: RuPay is India’s own digital payment network that facilitates domestic and
international transactions with lower fees, encouraging the use of digital cards.
Additionally, diverse payment methods such as UPI, cards, mobile wallets, etc. offer consumers diverse, convenient
and secure ways to pay, driving widespread usage across demographics. As a response to this growing consumer
adoption, merchants have also embraced these payment methods to offer greater payment flexibility and align with
consumer preferences, further accelerating the expansion of India’s digital payments ecosystem.
1.6 India’s increasing adoption of digital financial services has resulted in higher financial inclusion further fuelling
consumption and economic growth
Government-led initiatives such as the Pradhan Mantri Jan Dhan Yojana (PMJDY) have played a pivotal role in
expanding financial access across India. The number of Jan Dhan accounts has grown 44%, from 383 million in March
2020 to 551 million as of March 2025. Notably, in this, the share of rural and semi-urban accounts has increased from
59% to 67% during the same period, reflecting the deepening reach of formal financial services in these regions.
As of Fiscal Year 2025, more than 78% of adults hold a bank account, indicating a significant leap forward, though
still behind benchmarks in countries such as the USA and China where bank account penetration exceeds 85%. The
Financial Inclusion Index (FI Index), published by RBI, improved from 53.1 in Fiscal Year 2020 to 67 in Fiscal Year
2025, with improvement in scores across access, usage and quality indicators, showcasing consistent growth.
Deepening financial inclusion has far-reaching macroeconomic implications. A more financially included population
translates into higher consumer spending, greater credit penetration, and a stronger foundation for digital commerce
and fintech innovation. The seamless movement of money through digital channels enhances efficiency, reduces
dependency on cash, and strengthens financial stability by broadening the deposit base of banks.
The digitisation of financial services and payments has played a crucial role in the formalisation of the economy,
driving transparency, efficiency, and inclusivity across various sectors. Digital payments provide a clear, traceable
record of transactions, reducing scope for tax evasion and contributing to higher tax compliance and therefore high tax
revenue.
In summary, India’s strong macroeconomic fundamentals, rising middle-income population, and young, digitally
native demographic are accelerating its transition toward a consumption-driven, digital economy. This shift is
underpinned by expanding smartphone and internet penetration, low data costs, and robust home-grown Digital
Public Infrastructure stacks such as Aadhaar and UPI. Government initiatives like PMJDY have significantly
deepened financial access, especially in rural and semi-urban areas, bringing millions into the formal financial
system. As financial inclusion strengthens and digital readiness increases across city tiers, India is poised for the
next phase of its digital financial evolution.
160CHAPTER 2: INDIA’S DIGITAL PAYMENTS LANDSCAPE
The drivers of India's growth include the rise of a young working population, expanding middle-class households, increasing
internet and smartphone penetration, and the rapid adoption of digital services such as payments, e-commerce, financial
services, and healthcare.
2.1. India’s digital payments ecosystem has grown at a remarkable pace, led by UPI, supportive policies, a digital
public-private collaboration, and innovations in the fintech space. Financial inclusion, user-friendly platforms,
and government incentives have driven consumer and merchant payments adoption.
In a rapidly evolving digital era, the way people manage and transfer money has undergone a significant
transformation, with digital payments acting as a key enabler for a wide range of digitally fulfilled services. Over the
past decade, India has seen a dramatic shift in how essential services are accessed and paid for, driven by the rise of
digital payments, especially UPI. This shift hasn’t just enabled faster transactions; it has accelerated the digital
fulfilment of everyday services like mobile recharges, utility bills, direct-to-home (DTH) or broadband subscriptions,
FASTag top-ups, etc. These services were once fulfilled at physical outlets such as kirana stores (small, independent
outlets with minimal standardisation and regulatory oversight), telecom shops, or government counters, but have now
moved online. As users adopted digital payments for person-to-person (P2P) transfers and commerce, their trust
extended to recurring service payments as well. Consequently, India has emerged as the global leader in fast payments,
according to a note by the IMF titled “Growing Retail Digital Payments: The Value of Interoperability”.
The exponential growth of digital payments in India has also delivered significant indirect benefits to the broader
economy. First, it has accelerated the formalisation of economic activity. As more transactions move online,
transparency and traceability have improved tax compliance. Second, digital payments have enabled financial
inclusion, with schemes like Direct Benefit Transfer allowing wages, subsidies, and small business payments to bypass
intermediaries, reducing leakage and improving efficiency. Third, a 2023 Bureau of Indian Standards (BIS) study
found that every 1 percentage point increase in digital payment penetration adds 0.1% to GDP over two years. This
multiplier effect reflects improved productivity, faster economic cycles, and broader participation in the formal
economy, making digital payments a structural growth driver.
India is transitioning to becoming a cashless economy, and the Indian government has played a critical role in enabling
this shift, fostering financial inclusion for both consumers and merchants since the pilot launch of UPI conducted by
NPCI with 21 member banks on April 11, 2016.
Below are some of the key drivers for the growth of India’s Consumer Digital Payments ecosystem:
• Improved financial access driven by government initiatives: Initiatives like Aadhaar and the PMJDY
initiative have expanded banking access and financial inclusion while Aadhaar based e-KYC has streamlined
onboarding. 2.31 billion Aadhaar-authentication transactions and 471.9 million e-KYC transactions
processed in November 2025 highlight the strength of India’s DPI stack.
• Proliferation of diverse payment methods: A wide array of digital payment methods, including UPI, mobile
wallets, and prepaid cards, among others offer consumers enhanced speed, security and convenience. Ground-
level merchant acquisition efforts by digital payment players have expanded the adoption of QR payments,
allowing users more digital payments options and accelerating overall adoption.
• Growing Adoption of UPI Payments among consumers and merchants: The combination of low-cost data,
affordable smartphone access and improved financial inclusion set the foundation for UPI, which has been a
key catalyst for the growth of digital payments in India. Its benefits including seamless and instant
transactions directly from mobile phones, low transaction costs, enhanced security with two-factor
authentication, and daily transaction limits, among others have made UPI the preferred payment method for
a wide variety of consumer segments and industries.
• External Factors: Other factors over the past years like smartphone adoption rates (48-49% of population in
Fiscal Year 2025), demonetisation in 2016, and COVID all contributed towards the rapid usage of contactless,
digital payments further driving the migration towards digital payments throughout India.
With bank accounts in place, linked to Aadhaar and mobile numbers, the stage was set for seamless UPI adoption at
the time of its launch, connecting identity, account, and device in one cohesive ecosystem.
Conceived under the broader framework of India Stack, a set of open Application Programming Interfaces (APIs)
designed to foster digital inclusion, UPI was implemented by the NPCI, a not-for-profit entity established by the RBI
161and the Indian Banks' Association (IBA). This collaborative approach combined public infrastructure with private
innovation, enabling rapid adoption and scalability. Third-Party Application Providers (TPAPs) played a pivotal role,
delivering user-friendly interfaces and driving mass adoption at minimal costs.
As global counterparts like Brazil’s Pix, Singapore’s PayNow, and the USA’s FedNow seek to expand adoption, UPI
has already achieved ubiquity, processing over 185 billion transactions in Fiscal Year 2025 alone. Its seamless
interoperability, zero-cost model for users, and layered security architecture exemplify how thoughtful, inclusive
infrastructure can redefine possibilities in financial innovation. Recognised as one of the world’s leading real-time
payment systems, UPI’s success underscores the strategic advantage of open, collaborative digital public goods and
services.
Before the launch of UPI, Indian consumers faced challenges in the payments industry such as lack of reliable and
simplified payment solutions with high success rates at checkout. Since its launch in 2016, UPI has revolutionised the
digital payment landscape in India by connecting everyone with a bank account and a smartphone and has evolved to
be a critical national infrastructure. Designed as a secure, convenient, and real-time mobile-first payment system, UPI
enables users to instantly transfer funds across banks with a virtual payment address (VPA) instead of having to share
their bank account details. UPI was developed as a cornerstone of India’s DPI vision, driven by a public-private
collaboration model and built as an open, interoperable system. UPI’s design stands out with features such as full
interoperability across apps and banks, real-time bank-to-bank transfers, widespread QR-based merchant acceptance,
API-driven public-private collaboration, and inclusive access via vernacular support and feature phone compatibility.
UPI enables seamless person-to-person (P2P) and person-to-merchant (P2M) transactions, driving financial inclusion
by offering a secure, reliable, and convenient way to transact anytime, anywhere. Its bank-agnostic design and
integration with third-party apps have fuelled mass adoption by users and merchants alike. With a low-cost,
interoperable architecture requiring only a mobile phone and a bank account for consumers, and a QR code for
merchants, UPI has become synonymous with digital payments in India. Traditionally used as a direct bank-to-bank
debit mode, UPI has now expanded to become foundational digital rails managed by NPCI which enables seamless
transactions across various payment products including Credit on UPI, Wallet on UPI, and Central Bank Digital
Currency.
Figure 5: UPI is a mobile-based, real-time payment system developed by NPCI that enables zero-cost bank-to-
bank transfers instantly, using VPA as the simple identifier
UPI Key Features and Core Competencies
Interoperability Open Architecture and DPI-based Stack TPAP Integration
UPI is bank-agnostic which results in UPI is built on India s Digital Public TPAPs interface with UPI
greater network effects, thereby Infrastructure model, which enables APIs, enhancing
driving widespread adoption and scalability and efficiency, driving fintech competition and innovation
convenience innovation
Real-Time Settlement VPA Based Security Government Backed
High speed and reliability VPA is akin to an email-style UPI has high credibility and
enhances user experience, identifier, simplifying transactions. stability, fostering user trust
ensuring adoption of UPI Masking of personal data boosts and financial inclusion
pan-India privacy and fraud protection
Source(s): NCPI, RBI, Redseer Research and Analysis
As per the article “India’s UPI Revolution” released by Press Information Bureau (PIB) dated 20 July 2025, UPI is
now world’s number one real-time payment system and powers nearly 50% of global real-time digital payments. This
growth of UPI has been shaped by several key milestones. The demonetisation in 2016 acted as an early catalyst, while
the active involvement of TPAPs, through intuitive interfaces, investment in setting up technology infrastructure,
establishing brand and awareness to build distribution and vernacular support, expanded UPI’s reach across user
segments. The COVID-19 pandemic further boosted the adoption of UPI payments. UPI continues to evolve with
continued innovations such as:
162• UPI Autopay: Enables seamless recurring payments, with close to 50 million mandates registered in March
2025 alone – demonstrating strong user adoption.
• UPI Lite: Designed for low-value, high-frequency transactions, it offers faster processing while reducing the
load on core banking systems.
• Credit on UPI: Provides users with access to credit directly through the UPI platform, enhancing financial
inclusion within the UPI ecosystem.
• RuPay Credit Card Linkage: Allows users to make payments at millions of UPI QR-enabled merchants using
their RuPay credit cards.
• Cross-Border Remittances: Facilitates international transactions, enabling users to send and receive
payments across international borders with ease.
• UPI Circle: Broadens access to digital payments by onboarding individuals and first-time users, such as
young adults and senior citizens, into the UPI ecosystem.
The adoption of UPI payment has been further propelled by following factors:
• Impact of External Events: Events like demonetisation in 2016 acted as a catalyst for digital payments by
creating an immediate need for non-cash alternatives. Similarly, the COVID-19 pandemic accelerated the
shift to contactless transactions due to health and safety concerns. In both cases, UPI emerged as the most
accessible, secure, and scalable solution, gaining widespread traction as consumers and merchants sought
quick, cashless ways to transact. These external shocks reduced inertia around digital payment adoption,
pushing UPI into the mainstream faster than organic market forces alone could have achieved.
• Growth of Consumer Tech Startups: The rise of consumer tech startups in India, fuelled by foreign direct
investment (FDI), has played a pivotal role in shaping the digital ecosystem, with payments acting as a central
enabler. From social media platforms to e-commerce, food delivery, education, and mobility, these startups
have integrated digital payments as a fundamental feature across their offerings. Consumers now engage with
digital payments in a wide variety of contexts, making UPI the go-to payment solution across multiple use
cases.
• Investments in Innovation and Scalable Tech Infrastructure: While the availability of open-source software
and public cloud infrastructure has meant that the technology barrier to entry has reduced considerably, true
differentiation in the digital payments industry lies in the ability to scale reliably, securely and efficiently
across multiple businesses and new use cases. TPAPs, and banks have made significant investments in
building secure, scalable, and reliable digital payments infrastructure. This foundational tech backbone has
enabled platforms to seamlessly handle growing transaction volumes while ensuring user trust and system
resilience. Fintech players have further accelerated adoption by offering integrated, mobile-first platforms
that combine payments with services like credit, insurance, and commerce thereby creating a unified,
engaging user experience. Localised, multilingual support has made digital payments more inclusive, while
robust security features such as encryption, biometrics, AI-driven fraud detection, and multi-factor
authentication have reinforced consumer confidence. Innovations like metro QR ticketing, autopay, bill
reminders, and merchant audio confirmation devices have enhanced usability. Real-time transaction tracking,
analytics, and faster settlements empower merchants with better visibility and control, driving widespread
adoption of solutions like UPI across the country.
• Pan-India Merchant Acceptance Network: A key driver of UPI’s rapid growth was the extensive investment
by banks and TPAPs in creating a nationwide acceptance infrastructure. By equipping over 50 million
merchants with digital payment touchpoints, such as QR codes, integrated Point-of-Sale (POS) billing
systems, and Electronic Data Capture (EDC) machines, they enabled seamless offline transactions. Given
that a large share of retail purchases in India still occur in physical stores, this widespread merchant
enablement was critical in shifting customer behaviour from cash to digital payments at the last mile.
While UPI remains the dominant mode of digital payments, other instruments such as wallets and credit cards,
particularly RuPay credit cards are expected to witness growth going forward. With both wallets and RuPay credit
cards now interoperable on the UPI platform, UPI has effectively become the foundational ecosystem, enabling the
distribution and adoption of these instruments at scale. This interoperability allows consumers to access credit and pre-
paid card payment modes with the same seamless UPI experience, while merchants benefit from unified acceptance
163infrastructure. UPI is becoming the digital payment rails of the country. UPI has become a household phenomenon by
powering payments for millions of users in use cases like money transfers, utility payments, offline and online
merchant payments.
The expansion of digital payments in India is being driven primarily by two core transacting participants - consumers
and merchants. Consumers are increasingly adopting digital payment methods due to the ease of use, financial
inclusion initiatives, and trust in technology. On the other hand, merchants are embracing these solutions to enhance
customer experience, streamline transactions, and drive business efficiency. In addition, as an increasing number of
merchants begin to accept digital payments, it is expected to unlock a significant change in access to credit for
consumers and merchants, using the underlying payments infrastructure as the “digital rails”. Both segments are
integral to the ecosystem, with their collective adoption propelling digital payments:
• Consumers: Consumer adoption has been powered by improved financial access, growing smartphone usage,
and user-friendly digital interfaces. As a result, the consumer digital payments Total Payment Value (TPV)
has scaled to ₹ 301 trillion (~US$ 3.5 trillion) in Fiscal Year 2025 and is projected to grow at 15-18% CAGR
until Fiscal Year 2030. In the future, the growth of digital payments is expected to be driven by initiatives
like UPI Circle, RuPay Credit Card, and cross-border integration of UPI. The growth of UPI payments is also
set to be driven by Tier 2+ cities led by an increase in the UPI user base from these regions.
• Merchants: Merchants form the backbone of the digital payments’ ecosystem. Their acceptance of QR codes,
POS devices, and online gateways are critical to the ecosystem. Merchant digital payments in Fiscal Year
2025 are at ₹ 112 trillion (~US$ 1.3 trillion) and projected to further grow at 20-22% CAGR until Fiscal Year
2030. Government-backed incentives such as the PIDF scheme (aimed at improving the number of payment
devices across the country) and the rollout of RuPay credit cards for business use have played a key role in
this expansion. India’s digital merchant payment penetration stands at ~45% as of Fiscal Year 2025,
significantly behind China’s 93%, highlighting a major opportunity for growth. Continued innovation is
expected to drive higher adoption across retail categories and smaller businesses.
2.2. India’s digital consumer payments TPV reached ₹ 301 trillion ( US 3.5 trillion) in Fiscal Year 2025, with UPI
making up 8 % of this volume. As more consumers embrace digital payments, UPI’s growth is likely to be
fuelled by user-friendly innovations like UPI Circle, Credit cards on UPI, and increasing cross-border use cases.
UPI adoption is projected to accelerate further, particularly across Tier 2+ cities, fuelled by the growing
penetration of digital services such as e-commerce, food delivery, quick commerce, travel, etc. As a result, Tier
2 cities are pro ected to contribute 5% of UPI’s consumer TPV by Fiscal Year 2030.
Consumers are increasingly transacting digitally across categories driven by growing adoption of smartphones, wider
internet access, and availability of various digital payment methods. These transactions include peer to peer payments,
recharges, bill payments, online and offline shopping, purchase of tickets, purchase of wealth products, etc. The digital
consumer payments include P2M as well as P2P payments through modes such as UPI, Credit and Debit cards, Net
banking, and others (Wallets, Pre-Paid Instruments (PPI)), etc. Within this rapidly expanding landscape, UPI has
emerged as the fastest growing and largest digital payment mode, growing at 65% CAGR between Fiscal Year 2020
and Fiscal Year 2025 reaching ₹ 261 trillion (US$ 3.1 trillion) and accounting for the dominant share at 87% of
consumer payments TPV in Fiscal Year 2025. This digital consumer TPV has witnessed a rapid growth between Fiscal
Year 2020 and Fiscal Year 2025, driven by the two major factors: (A) growth of digital payments user base and (B)
the widening of digital payments use-cases.
A. Growing Digital Payments Userbase
As of Fiscal Year 2025, the number of Annual Transacting Users (ATUs) for digital payments has reached 442-469
million, ~54% of internet users. Digital payment ATUs are 170-180% of online commerce (250-270 million). In
comparison, Food Delivery, Ride Hailing, and Quick Commerce have ATUs of 85-90 million, 80-85 million, and 35-
45 million respectively. This indicates that digital payments not only have the highest user adoption, but they also pave
the way for consumers to adopt more online services as their comfort with online transactions increases.
164Figure 6: The ATUs for digital payments is 170-180% that of online commerce, indicating how it has been
highly adopted and is paving way for consumers to adopt online services increasingly
Source(s): Redseer Research and Analysis
B. Widening of digital payment usage across use-cases and payment modes
Digital payments have rapidly expanded across multiple sectors, including government services, healthcare, education,
retail, etc. Recurring payments like tuition fees, medical services, etc. in the education and healthcare sector, bill
payments for mobile recharges, utility bills, rent, insurance premium, FASTag top-ups, credit card bills, mutual fund
SIPs, etc. are increasingly shifting towards digital channels, offering convenience and streamlining payment processes.
• Recharges: Mobile recharges, a key sub-category within bill payments, represent a ~₹ 2.8 trillion (~US$ 0.03
trillion) market in Fiscal Year 2025, and are projected to more than double by Fiscal Year 2030 to reach ~₹
6.9 trillion (US$ 0.08 trillion). This highlights the growing opportunity for digital payments usage across a
wide use-cases.
• Utility Bill Payment: Bharat Bill Payment System (BBPS), now Bharat Connect (since August 2024), which
provides a unified platform for digital payments across multiple bill payment categories has further propelled
the digital consumer payments. The Bharat Connect ecosystem comprises several key components: the
Central Unit, managed by NPCI Bharat BillPay Limited (NBBL), which defines operating standards; Biller
Operating Units (BOU) that onboard and manage billers which are typically banks; Customer Operating Units
(COU) which facilitate digital interfaces for consumers to ensure seamless transactions and bill payments.
With over 22,400 billers onboarded and more than 30 supported payment categories as of November 2025,
Bharat Connect has expanded significantly to reach ~₹ 10 trillion (~US$ 0.12 trillion) TPV in Fiscal Year
2025.
UPI has been the primary driver for digital consumer payments usage in India, with its seamless and secure
solutions gaining widespread adoption. Innovations like UPI Circle, Credit on UPI, and UPI’s expansion into Tier
2+ cities and global markets are set to further accelerate growth and broaden financial access.
Driven by seamless and secure transactions, and the proliferation of TPAPs, the overall UPI payments TPV has grown
at a robust CAGR of 65% between Fiscal Year 2020 and Fiscal Year 2025. The increasing ubiquity of UPI payment
usage for P2P payments has translated into higher adoption for P2M or merchant payments. As a result, UPI P2M
payments have outpaced P2P payments in growth, recording a CAGR of 91% compared to a CAGR of 59% for UPI
P2P payments during the same period. UPI payments TPV is projected to continue its upward trajectory with a CAGR
of 15-18% through Fiscal Year 2030. This would take the overall UPI payments TPV to around a projected ₹ 524-596
trillion (US$ 6.2-7.0 trillion) by Fiscal Year 2030.
165
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Note(s): 1. Conversion rate: US$ 1 = ₹ 85
Source(s): NPCI (April 2025), RBI (April 2025), Redseer Research and Analysis
The future growth of UPI payments is expected to be driven by several factors:
• Demographic Dividend:
o UPI adoption across multiple cohorts: UPI has become a ubiquitous payment solution, extending
its reach across diverse user segments and geographies. Its adoption spans from large retailers and
e-commerce platforms to small businesses, including Kirana stores, street vendors, and everyday
shopping needs like groceries and utilities. UPI has been adopted across all consumer cohorts
including homemakers, senior citizens, and younger populations like Gen-Z (born between 1997 and
2010). The Yearly Active Customers for UPI as of Fiscal Year 2025, stood at 370-400 million (25-
28% of population), indicating UPI’s wide scale of adoption.
Figure 8: UPI YAC form 25-28% of India’s total population as of Fiscal Year 2025
Note(s): 1. YAC stands for yearly active customers
Source(s): Redseer Research and Analysis
o Growing penetration of UPI payment from Tier 2+ cities: While UPI has already seen strong
adoption, nationwide, its next phase of growth will likely be led by deeper penetration in India’s
Tier 2 and small cities. Rising digital adoption, fuelled by the expansion of e-commerce, food
delivery platforms, and a shift towards organised retail is accelerating this trend. Additionally,
increasing UPI acceptance even among unorganised merchants, is further driving usage in these
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F Y 3 0 Pmarkets. This trend also fosters financial inclusion by integrating diverse consumer segments into
the digital economy. In Fiscal Year 2025, Tier 2+ cities contributed ~55% to the UPI payments TPV.
With UPI's fast, easy, secure, and low-cost capabilities, and the growing reach of consumer tech into
Tier 2+ cities, UPI's transaction value share in these regions is projected to grow to ~65% by Fiscal
Year 2030. Despite this, TPV per capita largely remains underpenetrated and has a significant
headroom for growth in Tier 2+ cities, relative to Tier 1 consumers. The per capita UPI daily TPV
among Tier 1 population is 400-500% that of Tier 2 cities’ population, indicating significant
headroom potential.
Figure 9: Although Tier 2+ cities have a higher UPI payments TPV split, TPV per capita in
these regions still remains underpenetrated, indicating further headroom for growth
Note(s): 1. Tier 1 cities are cities with a population of more than 0.1 million (including metro and state capitals), while Tier
2+ cities are cities with population less than 0.1 million, 2. Conversion rate: US$ 1 = ₹ 85
Source(s): RBI (April 2025), NPCI (April 2025), Redseer Research and Analysis
• Innovations in UPI:
o Credit and RuPay CC on UPI: Integration of credit within UPI provides greater financial flexibility
and accessibility by allowing users to make credit-based payments through UPI apps. This enhances
credit access, expands merchant acceptance, and deepens digital payment penetration across
consumer segments.
o UPI Circle and UPI Lite: UPI Circle enables primary UPI account holders to delegate payment
authority to trusted secondary users. With customisable access controls and transaction limits, UPI
Circle promotes financial inclusivity by enabling individuals like elderly family members, domestic
helpers, children, etc. to perform digital payments securely without the need to maintain a separate
bank account. Further, UPI Lite is a digital account designed to facilitate low-value transactions. It
is an on-device wallet service that allows low-value transactions, promoting the digitisation of
simple payments that do not require a PIN.
o UPI on feature phones: Smart feature phone users can perform key banking functions such as
checking balances, sending or receiving money, and generating UPI Personal Identification
Numbers (PINs), without requiring internet connectivity. This capability plays a critical role in
bridging the digital divide, particularly in rural and low connectivity regions, through smart feature
phones that are typically available at more affordable prices.
o Global Expansion and Cross-Border Integration of UPI: NPCI International Payments Limited
(NIPL), a wholly owned subsidiary of NPCI was incorporated in 2020 for the deployment of RuPay
and UPI outside of India. Consequently, the UPI's international footprint has expanded significantly,
with the system now operational in countries such as the United Arab Emirates (UAE), Singapore,
Bhutan, Nepal, Sri Lanka, France and Mauritius. UPI has already partnered with international
payment systems such as Singapore’s PayNow and has also signed an agreement to link UPI with
UAE instant payment platform Aani. Additionally, NIPL is also partnering with countries like Peru
and Namibia to develop UPI-like real-time payment systems.
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ita b y c ity tie r sThe growth of UPI has been a key driver of India’s broader digital payments expansion. As UPI adoption increased,
it laid the foundation for a surge in transaction volumes across various digital platforms. With government support,
smartphone penetration, and seamless integration with other payment systems, UPI has significantly contributed to the
rise of digital wallets and mobile payments, accelerating India’s transition towards a cashless economy. Consequently,
the digital consumer payments TPV has grown at a CAGR of 48% between Fiscal Year 2020 and Fiscal Year 2025,
reaching ~₹ 301 trillion (~US$ 3.5 trillion) in Fiscal Year 2025. Further, the TPV is projected to grow at a CAGR of
15-18% to reach ₹ 602-681 trillion (US$ 7.1-8.0 trillion) by Fiscal Year 2030.
Figure 10: The digital consumers payments TPV grew from ₹ 2 trillion (US 0.5 trillion) to ₹ 301 trillion (US$
3.5 trillion) between Fiscal Year 2020 and Fiscal Year 2025 at a CAGR of 48% and is projected to grow at a
CAGR of 15-18% between Fiscal Year 2025 and Fiscal Year 2030, reaching a value of ₹ 02-681 trillion (US$
7.1-8.0 trillion)
Note(s): 1. Others include wallets, PPI transactions, etc. 2. Conversion rate: US$ 1 = ₹ 85
Source(s): NPCI (April 2025), RBI (April 2025), Redseer Research and Analysis
2.3. With increasing consumer adoption, India's merchants are also swiftly transitioning to digital payments. This
has been supported by availability of multiple solutions catering to needs across the spectrum, from static QRs,
to audio payment confirmation devices and all-in-one EDC solutions.
Merchant payments include all customer-to-business transactions, across both physical stores and digital platforms.
Offline acceptance points include QR codes, audio payment confirmation devices, EDC machines, Point-of-sale billing
systems, etc., which facilitate in-person digital transactions. Online merchant payments are typically processed through
payment gateways, which allow customers to make secure payments for goods and services via websites and apps.
These solutions streamline payment processes, making transactions faster, more secure, and more accessible for both
merchants and consumers across different platforms.
The growth in India’s digital merchant payments is happening across offline and online channels, driven by tailored
product offerings and innovations:
A. Offline Product Offerings and Innovations:
The growth of digital payments across merchants is expected to be driven by the availability of tailored products and
innovations that address specific merchant needs in both offline and online environments. The offline payment
solutions cater to the different sizes of businesses through tailored payment solutions such as:
• Audio payment confirmation devices: These are user-friendly, simple devices that provide audio
confirmation of successful UPI transactions. Celebrity voice features and multi-lingual support are further
driving adoption among merchants.
• Point-of-sale billing systems: Sophisticated tools that manage digital payments along with business processes
such as inventory, sales, and accounting. By integrating payment gateways into their point-of-sale billing
systems, merchants can streamline their payment acceptance and business operations.
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PIndia boasts a substantial base of 80-82 million merchants in Fiscal Year 2025. Of these 56-58 million are large
enterprises, mid-market businesses, and small and micro merchant segments which are trade and service focused and
hence are primary contributors towards P2M payments. Each merchant segment exhibits diverse operational needs
and varying preferences for digital payment solutions such as audio payment confirmation devices, EDC machines,
point-of-sale billing systems, etc. These variations are reflective of the payment volume, digital maturity, and
complexity of each merchant segment.
Table 1: Focused Merchant Segments
Parameters Small & Micro Merchants Mid-Market Businesses Large Enterprises
Number of merchants 56-58 million trade and 30,000 - 40,000 < 20,000
(Fiscal Year 2025) services-based merchants
Payment Solutions Low-cost, easy-to-use payment Flexible, integrated, and cost- Multiple payment solutions
Requirement solutions like UPI through QR effective payment solutions; along with point-of-sale billing
stickers, audio payment UPI and card payments through system integration, real-time
confirmation devices. Were EDC data analytics, omnichannel
earlier dependent on cash affordability solutions, and
acceptance only which is being loyalty management systems
substituted by UPI
Business scale Low Low to Medium High
Channel Typically offline Online and offline Online and offline
Historically, cash transactions have dominated the Indian merchant landscape; however, as these merchants
increasingly adopt digital payment solutions and scale their businesses, they are transitioning to more sophisticated
digital payment systems.
B. Online Product Offerings and Innovations:
As more businesses move to e-commerce platforms, online payment systems are becoming essential. Digital payment
solutions such as Card Tokenisation and UPI Payment Integrations are revolutionising how merchants accept
payments:
• UPI Payment Integrations: As UPI continues to be widely adopted, merchants of all sizes and across sectors
can leverage UPI Payment Integrations to offer customers a seamless, secure, and low-cost payment method.
This is beneficial across all merchant segments, who can offer UPI payments without incurring additional
fees that are typically associated with card payments.
• Card Tokenisation: Tokenisation is a security feature that replaces sensitive card details with unique
identifiers (tokens) that are stored with the card network. This reduces the risk of fraud, making it a crucial
tool for large merchants who process high volumes of transactions. Device tokenisation ensures that tokens
are created and saved at a device level and consumers do not need to create merchant specific tokens. Such
solutions ease the payment experience for consumers and simultaneously reduce the risk. This also results in
higher payment success rates for merchants which is a critical business growth enabler.
UPI payment integrations and card tokenisation are designed to address the specific needs of merchants. As digital
payment players continue to invest in distributing these solutions, merchants will likely become increasingly
empowered to accept digital payments and cater to the diverse needs of all customer segments. In addition, the growing
active UPI merchant base and increasing adoption of UPI is driving the growth in the Total Payments per Active
Merchant (TPAM) per month for UPI payments. An active merchant is defined as one who conducts a minimum of 1
transaction per month. The number of active merchants using UPI increased from ~9 million in Fiscal Year 2020 to
~21 million by Fiscal Year 2025, driven by the widespread adoption of QR-based payments. Meanwhile, TPAM per
month rose ~1,717% from ~18 to ~327 transactions volume during the same period. Driven by ongoing UPI
innovations and the increasing frequency of usage among active merchants, the UPI TPAM per month is projected to
reach ~773 transaction volume by Fiscal Year 2030.
The digital P2M payments TPV which stood at ~₹ 23 trillion (~US$ 0.3 trillion) in Fiscal Year 2020, has grown at a
CAGR of 37% between Fiscal Year 2020 and Fiscal Year 2025 to reach ~₹ 112 trillion (~US$ 1.3 trillion), driven by
the increasing digital adoption among merchants. This includes ~₹ 22 trillion (~US$ 0.3 trillion) of payments against
loan and credit card repayments and capital market transactions through UPI and auto-pay in Fiscal Year 2025, which
are not part of the PFCE. The share of cash transactions in PFCE therefore stands at 55% in Fiscal Year 2025, down
from 81% in Fiscal Year 2020. The digital P2M TPV is projected to grow at 20-22% CAGR by Fiscal Year 2030 and
reach ₹ 278-302 trillion (US$ 3.3-3.6 trillion).
169Along with the growth of in-store digital payments, there also has been significant expansion of digital payments in
the online segment across the e-commerce sector, Direct-to-Consumer (D2C) brands, and various hyperlocal online
sectors such as food delivery, quick commerce, and ride-hailing. This momentum in online digital payments has also
been driven by a surge over the past year for BBPS use-cases such as credit card bill payments (~3,000% YoY growth)
and loan repayments. Additionally, there also has been significant growth in the adoption of UPI for wider online
payments. For instance, UPI Autopay mandates, typically used for recurring payments, subscriptions, SIPs, etc., have
seen a sharp rise, growing by over 400% YoY. The capital markets have also witnessed that the consumers on broker
platforms are adopting UPI as the preferred mechanism for wallet top-ups to fund equity and derivatives trading. This
growth in online merchant payments has been a key enabler for the broader online ecosystem, supporting the digital
transaction infrastructure essential for these sectors to thrive.
Figure 11: Digital P2M TPV, which stands at ₹ 112 trillion (US 1.3 trillion) in Fiscal Year 2025, is pro ected to
grow at a CAGR of 20-22% between Fiscal Year 2025 and Fiscal Year 2030, reaching a value of ₹ 2 8-302
trillion (US$ 3.3-3.6 trillion)
Digital P2M TPV Digital payments funnel
(₹ trillion (US$ trillion), FY20, FY25, FY30P) (₹ trillion (US$ trillion), FY25)
₹ 278-302
($ 3.3-3.6)
₹ 324.11
GDP ($ 3.81)
20-22%
₹ 200.30
PFCE
₹ 111.82 ($ 2.35)
($ 1.31)
36.76%
Digital ₹ 111.82
₹ 23.37
Payments ($ 1.31)
($ 0.27)
FY20 FY25 FY30P
Note(s): 1. Conversion rate: US$ 1 = ₹ 85
Source(s): RBI (April 2025), MoSPI (April 2025), Redseer Research and Analysis
The digital P2M payments volume expanded faster than the digital P2M payments value, with digital P2M payments
volume recording a CAGR of 56%, as compared to digital P2M TPV recording a CAGR of 36.76%, between Fiscal
Year 2020 and Fiscal Year 2025. This growth was driven by the adoption of UPI across high-frequency, small ticket
cash transaction use-cases. Within this, in-store digital payments grew the fastest supported by wider offline
merchants’ acceptance that typically have a higher proportion of small ticket sized transactions. The in-store digital
P2M payments volume grew at a CAGR of 71% compared to that of 38% CAGR for online segment between Fiscal
year 2020 and Fiscal Year 2025. Looking ahead, as digital payment use-cases continue to broaden, the digital P2M
payment volumes are further projected to grow at 27-29% CAGR through Fiscal Year 2030.
170Figure 12: Digital P2M payments volume grew at a CAGR of 56% between Fiscal Year 2020 and Fiscal Year
2025, whereas the in-store digital P2M payments volume grew at a faster CAGR of 71% during the same period,
driven by higher adoption for high frequency small-ticket sized transactions
Source(s): RBI (April 2025), Redseer Research and Analysis
The increasing digitisation of offline merchants has led to a higher number of digital customer transactions. As a result,
the transactions made to merchants, which typically have a lower average transaction value, witnessed a higher growth
compared to that of Customer transactions. Consequently, the growth in Customer transactions has outpaced the
growth of Customer TPV, similar to that of merchant digital payments.
Prior to 2020, UPI transactions attracted a Merchant Discount Rate (MDR), which served as a revenue stream for
TPAPs, Payment Aggregators and Sponsor banks. To drive mass adoption of digital payments, especially among small
and micro merchants, the government waived off MDR on UPI and RuPay transactions, to eliminate a cost barrier for
merchants and encourage wider acceptance of digital payments. To complement this move and ensure the long-term
sustainability of the UPI ecosystem, the government introduced the Digital Incentive (DI) scheme aimed at
incentivising low value UPI transactions for the TPAPs and Sponsor banks. While the MDR waiver directly benefited
merchants, the DI scheme benefitted acquirers, TPAPs and banks. This ensures continued investment in infrastructure,
service quality, and innovation across the ecosystem, ultimately benefiting merchants through improved accessibility,
reliability, and reach of UPI services, particularly in underserved and rural areas.
Recognising the need for a sustainable monetisation model, the Payments Council of India (PCI) has urged the
government to review the Zero MDR policy on UPI transactions for large merchants and all RuPay debit card
transactions. Going forward, a carefully structured MDR regime could provide the necessary commercial incentive for
ecosystem players to continue investing in innovation, infrastructure, and merchant acquisition. While it may
marginally increase costs for certain segments, the revenue potential could strengthen the business case for digital
payment providers, enabling deeper coverage, improved service quality, and continued growth in UPI adoption across
the country.
Today, merchant digital payment solution providers monetise through several streams, including device rental income
from POS terminals and QR code devices, setup fees, transaction fees based on volume and merchant segments, MDR
on debit cards and credit cards, wallets on UPI, and government-backed schemes like DI and PIDF. They also generate
revenue from subscription fees for premium services, cross-selling financial products like loans and insurance, and
offering advertising and marketing services within the platform. These varied monetisation methods support
sustainable growth for digital payment providers
In summary, India’s digital payments ecosystem has grown rapidly, led by UPI’s widespread adoption across
consumer and merchant segments, particularly in Tier 2+ cities. Government-led innovations such as UPI Autopay,
Credit on UPI, UPI Circle, UPI Lite, etc. combined with an active role of TPAPs in building intuitive, user-friendly
platforms have significantly expanded use cases and driven UPI adoption. As digital payments become embedded
in everyday life across user segments, they are creating valuable digital transaction records that are laying the
foundation for financial services in India’s formal economy.
171
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PCHAPTER 3: INDIA’S DIGITAL LENDING LANDSCAPE
India's lending ecosystem is a dynamic and evolving landscape, playing a crucial role in the nation's economic development. It
comprises a diverse range of players, from traditional banks and Non-Banking Financial Companies (NBFCs) to fintech
companies all catering to the varied credit needs of individuals and businesses. The ecosystem is continually being reshaped by
technological advancements, regulatory reforms, and shifting market dynamics.
Digital Lending refers to the process of offering loans through digital platforms, leveraging technology to streamline the
application, approval, and disbursement processes.
The Indian Digital Lending landscape is undergoing a significant transformation, characterised by the rising adoption of digital
platforms, propelled by India's evolving digital economy and accelerating digital payments penetration. This has fostered a
rapid embrace of Fintech lending since its emergence around 2015-16. The sector's growth is further underpinned by robust
regulatory support through favourable policy frameworks and the continuous development of Digital Public Infrastructure. A
key aspect of the evolving landscape is the proactive regulatory environment shaped by the RBI, which, particularly through
the recent comprehensive “RBI (Digital Lending) Directions, 2025” issued in May 2025, aims to foster orderly growth while
enhancing transparency, ensuring robust data privacy and governance, strengthening borrower protection, and clarifying the
roles and responsibilities of various entities within the ecosystem, including Lending Service Providers (LSPs) and Regulated
Entities (REs).
Fintech companies are advancing traditional lending models and championing financial inclusion by addressing previously
underserved and unserved user segments. They employ data-driven assessment methods utilising digital footprints in helping
lenders assess creditworthiness in addition to conventional credit scores and thus democratising access to credit. Technological
advancements are integral to refining credit risk assessment, bolstering fraud detection, and personalising customer service,
enabling lenders to offer tailored loan products and optimise operational efficiencies. Supporting elements like payment
infrastructure, credit bureaus for informed decision-making, and cybersecurity firms to protect sensitive data, collectively foster
a seamless, customer-centric, and secure digital lending environment.
Strategic collaborations between Fintech companies and traditional financial institutions (banks and NBFCs) are creating
synergies that combine innovative agility and reach with established trust, further expanding the digital credit market and
contributing to India's broader economic growth.
3.1. India offers a substantial growth opportunity in credit penetration, with its relatively low household debt-to-
GDP ratio and untapped credit access, especially when compared to global benchmarks
India’s credit penetration market has further growth potential when compared to other countries. India’s household
debt as a % of GDP remains low at ~41% as of Fiscal Year 2025, significantly lower than countries such as the UK
(~76%), USA (~69%), and China (~61%), each for Calendar Year 2024, indicating substantial headroom for growth.
Figure 13: India’s household debt as a % of GDP remains to be lower than other global economies, indicating
a growth headroom
Household debt as a % of GDP India and global benchmarks
(%, As on end December, 2024(India), CY24 (China, UK, USA))
~76.18%
~69.35%
~61.40%
~41.90%
UK USA China India
CY2 CY2 CY2 CY2
Source(s): RBI (April 2025), IMF: Household debt, loans and debt securities (September 2025), Redseer Research and Analysis
India’s Consumer & Micro, Small and Medium Enterprises (MSME) loans (excluding corporate loans) landscape
presents a significant long-term opportunity, driven by rising credit penetration, digital innovation, and increasing
172financial inclusion. India’s Consumer & MSME loans disbursal market, including both secured and unsecured loans
have seen accelerated growth over the past few years, growing at CAGR of 22% between Fiscal Year 2020 and Fiscal
Year 2025 to reach ~₹ 115 trillion (~US$ 1.4 trillion) and is projected to grow further at a CAGR of 12-14% to reach
₹ 207-226 trillion (US$ 2.4-2.7 trillion) by Fiscal Year 2030.
Figure 1 : India’s consumer & MSME loans disbursals grew from ₹ 2 trillion (US 0.5 trillion) to ₹ 115 trillion
(US$ 1.4 trillion) between Fiscal Year 2020 and Fiscal Year 2025 at a CAGR of 22% and is projected to grow
at a CAGR of 12-14% between Fiscal Year 2025 and Fiscal Year 2030, reaching a value of ₹ 20 -226 trillion
(US$ 2.4-2.7 trillion)
Note(s): 1. Conversion rate: US$ 1 = ₹ 85, 2. MSME loans include Secured Business Loans, Commercial Vehicle Loans, Unsecured Business Loans
and MSME Entity Loans 3. Consumer loans include Auto Loans, Housing Loans, Two-Wheeler Loans, Gold Loans, Loans against Securities, Used
Car and Tractors Loans, Property Loans, Personal Loans, Consumer Durable Loans, Education Loans, and Other loans. It does not include credit
card loans
Source(s): Redseer Research and Analysis
Both demand-side and supply-side factors are driving the shift in India’s credit environment. On the demand side, an
increased consumer appetite for formal credit across segments is fuelled by growing aspirations and the need for
medium and short-term liquidity. On the supply side, financial institutions and fintech players have expanded credit
access, facilitated by technological advancements, supportive regulatory frameworks, the emergence of new-age
digital lending models, and the capability for end-to-end digital customer acquisition. In addition, the advancing
formalisation of India's economy substantially strengthens this credit growth, driven by:
• Digital Public Infrastructure: Robust digital infrastructure (Aadhaar, e- KYC, UPI, Account Aggregator,
and the Unified Lending Interface (ULI)) enabling scalable, cost-effective, and faster digital lending.
• Advanced Credit Underwriting: Utilising newer data footprints (digital payments, mobile usage, spending
patterns, GST returns) and methods to assess creditworthiness and expand credit access, including to new-to-
credit (NTC) borrowers.
• Expanding Reach to Deepen Market Penetration: Having invested significantly in payments to acquire users
(both consumers and merchants) across all the tiers of India, key fintech players benefit through this extensive
reach, which provides a strong foundation for deepening lending penetration. Emerging players are
strategically investing and deepening in
o Enhancing user experience and accessibility via scalable, user-friendly digital journeys.
o Ensuring broader market access by establishing a comprehensive PAN-India physical presence,
integral to an effective 'phygital' strategy.
o Empowering potential borrowers through robust financial and credit literacy initiatives. These
combined efforts are vital for onboarding new and underserved customer segments.
173
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L o a n s• Supportive Government & Regulatory Framework:
o Digital Lending Guidelines: Promoting consumer protection and fair lending practices within the
digital lending ecosystem
o Guarantee Schemes: Facilitating financial inclusion through initiatives like Credit Guarantee Fund
Trust for Micro and Small Enterprises (CGTMSE), Credit Guarantee Fund for Micro Units
(CGFMU), etc., encouraging financial inclusion, particularly for underserved populations and the
priority sector
o Financial Inclusion Initiatives: Expanding access to formal financial services through the JAM
trinity (Jan Dhan-Aadhaar-Mobile) which has broadened the market for digital lenders by integrating
the unbanked and underbanked
o Account Aggregator Framework: Improving credit assessment through secure and consented
sharing of financial data between institutions.
3.2. India’s consumer loans disbursal market stands at ₹ 53 trillion ( US 0. trillion) in Fiscal Year 2025 and is
projected to grow at a CAGR of 14-1 %, reaching ₹ 103-112 trillion (US$ 1.2-1.3 trillion) by Fiscal Year 2030
India's consumer loan market shows substantial potential for growth, particularly when benchmarked against
developed economies like the USA. As of Fiscal Year 2025, 87-92% of India’s adult population have access to a bank
account, yet only 45-47% (around 455-475 million individuals) have access to credit. In contrast, 95-97% of the adult
population in the USA is served with credit, highlighting a substantial opportunity to increase credit access in India.
Additionally, among the 430-460 million individuals without credit access in India, 75-80% are in Tier 2+ cities,
underscoring the under-penetration in these regions. Consequently, as credit penetration continues to rise, consumer
loan disbursals are projected for further robust growth in the coming years.
Figure 15: As of Fiscal Year 2025, 42- 5% of India’s total adult population has not been served credit and 5-
80% of this population is from Tier 2+ cities
Note(s): Credit unserved population also includes credit underserved population
Source(s): World Bank (April 2025), Redseer Research and Analysis
India’s consumer loans disbursal market witnessed a robust growth of 20% between Fiscal Year 2020 and Fiscal Year
2025. Historically, India’s consumer loans have been dominated by secured loans like housing and auto, predominantly
serving salaried and urban populations. However, recent trends show a significant shift toward broader credit access,
with a rise in unsecured and digitally disbursed loans; even secured loans are gradually being digitised. As a result,
unsecured consumer loan disbursals experienced a substantial 24% CAGR between Fiscal Year 2020 and Fiscal Year
2025, outpacing the 19% CAGR of secured loan disbursals during the same period. This trend is projected to persist
over the next five years, with unsecured loan disbursals projected to grow at a CAGR of 18-20%, while secured
consumer loan disbursals are anticipated to grow at a CAGR of 12-14%, by Fiscal Year 2030. This shift highlights the
growing demand for flexible and accessible credit across diverse consumer segments. The digital penetration in
secured loans is seeing traction, driven by advancements in technology, Digital Public Infrastructure, and regulatory
support. This growing penetration is particularly beneficial for categories like Loan against Mutual Funds (LAMF). A
critical driver underpinning the burgeoning opportunity is the consistent and robust growth of Assets Under
Management (AUM) in the Indian mutual fund industry, especially amongst retail investors. Digital platforms
facilitate instant processing, largely paperless transactions, and a seamless customer experience, thereby unlocking a
substantial market for efficient, collateral-backed liquidity.
174
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o p u la tio nFigure 16: Unsecured consumer loan disbursals are projected to grow at a CAGR of 18-20% between Fiscal
Year 2025 and Fiscal Year 2030, in contrast to secured consumer loan disbursals, which are projected to grow
at a CAGR of 12-14% in the same period
Note(s): 1. Conversion rate: US$ 1 = ₹ 85, 2. Secured Loans category includes Auto Loans, Housing Loans, Two-Wheeler Loans, Gold Loans,
Loans against Securities, Used Car and Tractors Loans, and Property Loans 3. Unsecured Loans category includes Personal Loans, Consumer
Durable Loans, Education Loans, and other loans. The figure does not include credit card loans
Source(s): Redseer Research and Analysis
The rise of digital payments has facilitated the creation of extensive data footprints, thereby driving the growth of
unsecured personal loan disbursals. This, combined with advanced credit assessment models analysing diverse data
(like digital payment transactions, recurring payments, spending patterns, account activity, and cash flows), is
expanding credit access to consumers previously underserved or unserved due to a lack of formal credit history. This
signifies a paradigm shift from collateral-based to informed, data-driven lending, fostering broader financial inclusion.
Unsecured personal loans have become attractive due to their accessibility, speed, and flexibility, making them ideal
for consumers in both urban and rural areas. Consequently, the unsecured personal loan disbursals grew at a 22%
CAGR (Fiscal Year 2020-25) to ~₹ 9.8 trillion (~US$ 0.12 trillion). Driven by increasing consumer demand and the
emergence of advanced credit assessment platforms, the unsecured personal loan disbursals are further projected to
grow at a 14-16% CAGR to reach ₹ 18.3-19.9 trillion (US$ 0.21-0.23 trillion) by Fiscal Year 2030.
The crucial role of digital penetration within the unsecured personal loan segment is underscored by its rapid growth:
the share of digital disbursals rose from 6% in Fiscal Year 2020 to 16% in Fiscal Year 2025 and is projected to further
expand to 26-28% by Fiscal Year 2030.
Figure 17: Digital unsecured personal loan disbursals are expected to grow at a CAGR of 27-29% between
Fiscal Year 2025 and Fiscal Year 2030, in contrast to non-digital unsecured personal loan disbursals, which are
expected to grow at a CAGR of 10-12% in the same period
175
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FY20 FY25 FY30PNote(s): 1. Conversion rate: US$ 1 = ₹ 85
Source(s): Redseer Research and Analysis
Digital players have played a pivotal role in expanding the market by facilitating:
• Wider access to credit by aggregating offers from multiple lenders (Banks and NBFCs).
• Better discovery of price and offers for the users.
• Enhanced transparency on loan terms and eligibility.
• Faster, paperless journeys via e- KYC and real-time disbursals.
With smartphones and data affordability reaching deeper markets, users in Tier 2+ cities are becoming digitally active
and credit-aware consumers. Fintech players are tapping into this opportunity with tailored products and low-friction
journeys, further driving the formalisation of credit. The contribution of Tier 2+ cities among the overall digital
unsecured personal loans has grown from 5% in Fiscal Year 2020 to 20% in Fiscal Year 2025, indicating the growing
credit penetration in these areas. Additionally, low-ticket value loans have experienced faster growth within the
unsecured personal loan disbursals segment. The value of these loans grew at a CAGR of 29% between Fiscal Year
2020 and Fiscal Year 2025, while the volume increased at a CAGR of 34% during the same period.
Figure 18: The value of loans with ticket size less than ₹ 0.1 million grew at a robust CAGR of 2 % between
Fiscal Year 2020 and Fiscal Year 2025, in parallel to the volume, which increased at a CAGR of 34% during
the same period
Note(s): 1. Conversion rate: US$ 1 = ₹ 85.
Source(s): Redseer Research and Analysis
3.3. India’s MSME loan disbursals have grown rapidly, reaching ₹ 2 trillion ( US 0. trillion) in Fiscal Year 2025,
with significant opportunities for further expansion, particularly through merchant penetration in the Tier 2+
cities.
A large segment of India’s MSMEs often relies on informal lending networks, largely due to limited financial literacy
and a lack of formal credit history. Many operate without systematic book-keeping, audited financial statements, or
standard business registrations like tax filings or trade licenses. This absence of verifiable documentation makes it
difficult to demonstrate consistent cash flow or provide adequate confidence, thereby restricting their access to
affordable, structured financing and often forcing them towards high-cost borrowing.
The Indian government has introduced several initiatives to improve credit accessibility for MSME merchants. A key
example is the Pradhan Mantri Mudra Yojana (PMMY), which aims to provide small loans to these businesses. Under
the scheme, ₹ 4.93 trillion (US$ 0.06 trillion) loans were disbursed in Fiscal Year 2025 to the merchants, propelling
the MSME credit landscape in India.
176
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India has a 56-58 million trade and services merchant base. The Small and Micro-merchants constitute about 99% of
the total MSME merchants in India. And this segment remains largely underserved. In Fiscal Year 2025, only 25-30
million of all merchants had access to credit. Additionally, a large proportion (80-85%) of these credit-unserved
merchants are in Tier 2+ cities, highlighting a key opportunity to drive credit penetration, especially for micro and
small enterprises.
Figure 19: As of Fiscal Year 2025, only about 25-30 million merchants in India have been served credit
Note(s): 1. Micro merchants include merchants with an annual turnover limit of ₹ 50 million, small merchants include merchants with an annual
turnover limit of ₹ 500 million, medium merchants include merchants with an annual turnover limit of ₹ 2,500 million and large merchants include
merchants with an annual turnover limit of more than ₹ 2,500 million as of Fiscal Year 2025, 2. Other merchants include manufacturing, electricity
and mobility merchants
Source(s): Redseer Research and Analysis
India’s MSME loans, including individual business loans disbursals, grew at a 24% CAGR between Fiscal Year 2020
and Fiscal Year 2025 to reach ~₹ 62 trillion (~US$ 0.7 trillion). This expansion has also been enabled by the rise of
formalisation through GSTN, Udyam, and digital payments, leveraging merchants’ data, expanding phygital presence,
and a mobile-first onboarding process to serve small businesses and informal merchants. Consequently, the penetration
of MSME loans disbursed by non-banking institutions has reached 25-30% in Fiscal Year 2025. The MSME loans are
further projected to grow at a CAGR of 11-13% between Fiscal Year 2025 and Fiscal Year 2030, reaching ₹ 104-114
trillion (US$ 1.2-1.3 trillion) by the end of the period.
Figure 20: Unsecured MSME loans disbursals comprise the lion’s share of overall MSME loans disbursals in
India
Note(s): 1. MSME Loan Disbursals include Secured and Unsecured Business Loans and Commercial Vehicle Loans, 2. Conversion rate: US$ 1 =
₹ 85
Source(s): Redseer Research and Analysis
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FY20 FY25 FY30PHowever, digital penetration in MSME loan disbursals remains low, accounting for less than 1% in Fiscal Year 2025.
This landscape is poised for transformation as merchants increasingly adopt digital platforms and build comprehensive
digital transaction histories. Fintech companies have played a pivotal role in this shift, successfully digitising a large
set of micro-merchants by growing the digital payments ecosystem through the widespread deployment of QR codes
and audio payment devices that provide instant confirmation of payment. This has not only built trust and reliability
among these merchants but also enabled them to embrace digital operations, laying the groundwork for broader digital
adoption. Further, several governmental and ecosystem initiatives are accelerating this shift. Udyam Registration, for
instance, provides MSMEs with a formal, digital identity, which is often a prerequisite for accessing formal credit
lines and government schemes. The GSTN offers lenders a verified, real-time view of a business's turnover and
compliance, creating a strong basis for credit assessment. Additionally, platforms like the Trade Receivables
Discounting System (TReDS) are enabling MSMEs to digitally manage and finance their receivables, improving cash
flow and creating auditable transaction trails.
Payment enablers’ existing relationships with MSME merchants allow them to leverage expanding digital data,
enabling creditworthiness assessments in addition to traditional credit histories. This empowers lenders to underwrite
loans more effectively and offer innovative repayment solutions.
One such innovation is the Equated Daily Instalment (EDI) model. Unlike traditional Equated Monthly Instalments
(EMIs), EDI allows for smaller, daily repayments, making credit more accessible and manageable for businesses with
fluctuating incomes. Payment acquirers facilitate smooth EDI transactions, strengthening payment relationships and
driving adoption. EDI benefits lenders through better recovery and lower costs, fostering greater confidence to expand
the credit landscape. Borrowers benefit from flexible and affordable repayment terms, and payment enablers benefit
from increased engagement and cross-selling opportunities. Given its flexibility, the EDI model is well suited to
increase credit penetration in the underpenetrated micro-merchant segment.
In summary, India’s lending market is undergoing a profound shift towards digital-first models, with personal
loans and MSME lending at the forefront. Over the next five years, digital lending is expected to drive an increasing
share of credit disbursals. Platforms with deep digital engagement, wider reach, robust data capabilities, and trusted
consumer relationships, operating within a clear and evolving regulatory framework promoting responsible growth,
are well-positioned to be at the vanguard of this transformation.
CHAPTER : INDIA’S DIGITAL INSURANCE MARKET
India’s insurance sector is on the cusp of rapid growth, with increasing demand for motor, health, and life insurances. The rise
of digital insurance platforms in India has transformed the landscape, addressing inefficiencies in traditional offline processes,
such as operational bottlenecks, lack of transparency, and limited customer support. These platforms have enabled faster, more
cost-effective underwriting, claims processing, and policy servicing, while increasing market reach through digital distribution
channels. Digital-first models are also addressing underserved populations, especially in rural areas, by offering products
tailored to specific needs.
Insurance penetration in India, measured by total Gross Direct Premium Income (GDPI) as a percentage of GDP, remains below
that of developed economies. According to the Insurance Regulatory and Development Authority of India (IRDAI), in Calendar
Year 2024, India’s insurance penetration stood at ~3.7%, with non-life (motor, health and general insurance) at ~1.0% and life
insurance at ~2.7%. In comparison, the global average for total insurance penetration and non-life insurance penetration stands
at 7.3% and 4.3% respectively. Mature markets such as the USA and the UK reported significantly higher total insurance
penetration levels of 12.1% and 11.8%, respectively.
Figure 21: Insurance remains to be highly underpenetrated in India, in comparison to global counterparts
178Insurance penetration as a % of GDP Global benchmarks
%, CY24
12.10% 11.80%
Life 22..6700%%
79..1200%%
4.20%
Non Life 99..3400%% 4.30% 3.70%
22..1400%%
2.70%
2.60%
11..8900%%
1.00%
USA UK China India
Source(s): IRDAI Annual Report 2024-25
Insurance density in India, represented by GDPI per capita, reached approximately US$ 97 in Calendar Year 2024, up from
~US$ 74 in Calendar Year 2018. This remains significantly lower than mature markets like the USA and the UK, where
insurance densities stand at approximately US$ 10,295 and US$ 6,185, respectively, in Calendar Year 2024. China, with a
similar population size, recorded a much higher insurance density of approximately US$ 558 in Calendar Year 2024, indicating
considerable growth potential in India. Historically, the low insurance penetration in India has been driven by multiple factors
on all of Insurers, Customer and Distributors end, such as
• Insurers: Complex products with limited customisation and therefore lower ability to cater to varied customer needs,
dependency on physical distribution
• Customers: Limited awareness, low financial literacy, and constrained household incomes
• Distributors: Higher cost of traditional agent driven models and lower presence in Tier 2+ cities and rural areas
Despite these challenges, India’s total GDPI has been steadily growing at a CAGR of ~9% between Fiscal Year 2020 and Fiscal
Year 2025, reaching an estimated ₹ 11.9 trillion (US$ 140 billion) in Fiscal Year 2025. Life insurance dominates the market,
accounting for ~74% of the total GDPI, followed by Health, Motor and Others at 10%, 8% and 8%, respectively. The Health
insurance sector has seen the fastest growth, with a CAGR of ~18% from Fiscal Year 2020 to Fiscal Year 2025, fuelled by
heightened awareness and increased demand following the COVID-19 pandemic. Over the next five years, other sectors
including personal accident, travel, crop, and marine insurance are expected to experience strong growth, driven by greater risk
awareness, regulatory focus on underserved areas, and the expansion of embedded and context-specific insurance products. The
rise of digital distribution and bundled offerings is further improving accessibility and driving adoption across diverse consumer
sectors.
179Figure 22: As of Fiscal Year 2025, life insurance comprises the highest share of overall Indian insurance GDPI at ~74%,
with health and motor insurance accounting for ~10% and ~8% respectively
Note(s): 1. Life insurance includes both new and renewal premiums, 2. Health Insurance excludes Travel and Personal Accident, 3. Motor Insurance includes
Own Damage and Third-party, 4. Others include overseas medical, marine, personal accident, microinsurance, crop insurance etc., 5. P – Projected, 6.
Conversion rate: US$ 1 = ₹ 85
Source(s): IRDAI “Handbook on Indian Insurance Statistics 2024-25”, Redseer Research and Analysis
India’s increasing insurance market penetration has been enabled by the following growth drivers:
• Government support for insurance industry growth: The Indian government has been a key enabler in driving the
growth of the insurance industry through several targeted initiatives aimed at improving affordability, accessibility,
and the overall ease of insurance processes. India’s DPI, comprising initiatives like Aadhaar for identity verification,
UPI for payment processing, and Account Aggregators for data sharing, is strengthening the entire insurance
ecosystem. The DPI stack enables real-time identity verification, premium collection, and risk assessment, facilitating
faster onboarding, better underwriting, and streamlined claims processes, making insurance more inclusive and
efficient. Government schemes like Ayushman Bharat (PMJAY), Pradhan Mantri Jeevan Jyoti Bima Yojana
(PMJBY), and Pradhan Mantri Suraksha Bima Yojana (PMSBY) have expanded coverage, particularly for low-income
groups, enhancing both affordability and access to insurance. Other key government initiatives include:
o Insurance for All by 2047: Insurance Regulatory and Development Authority of India (IRDAI), launched
the initiative with a vision to ensure that every Indian citizen is insured by 2047, with a focus on expanding
access to underinsured and uninsured segments of the population. This is expected to improve the financial
security for low-income households.
o Bima Trinity: Launched by IRDAI, The Bima Trinity initiative, aims to enhance the insurance ecosystem by
fostering coordination across the key pillars of digital platform, product innovation, and women-centric
distribution. It includes three key schemes:
▪ Bima Sugam, which aims to be a one-stop digital marketplace for all insurance needs, where
customers can buy, service, renew, and claim insurance policies across all insurers in one place.
▪ Bima Vistaar, offering all-in-one affordable insurance products for health, life and property cover.
▪ Bima Vahak, a dedicated, tech-enabled, last-mile distribution channel to increase insurance
penetration in rural, remote, and underserved areas with preference given to women to become Bima
Vahaks.
o Regulatory Sandbox: IRDAI’s Regulatory Sandbox encourages innovation by enabling insurers to test new
products and technologies in a controlled environment without the need for full compliance with existing
180
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Pregulations. This initiative fosters a culture of experimentation and supports the creation of innovative,
customer-centric insurance solutions.
o 100% FDI in Insurance: While 100% FDI has been allowed in insurance broking since November 2019, the
Sabka Bima Sabki Raksha (Amendment of Insurance Laws) Bill, 2025 passed by the Parliament in December
2025 allows up to 100% FDI in insurance companies, applicable for companies that invest the entire premium
in India. This initiative is designed to attract foreign capital inflows, fostering growth and strengthening the
Indian insurance market.
o Open Architecture: Open architecture allows brokers to offer insurance products from multiple insurers,
rather than being tied to a single provider. This fosters transparency, promotes competition, and gives
consumers greater flexibility to compare and choose policies that best suit their needs, ultimately leading to
better service and more affordable options.
o Approvals for new Standalone Health Insurance (SAHI): In a move aimed at broadening consumer choice
in the SAHI space, IRDAI approved two new players, Galaxy Health & Allied Insurance, and Narayana
Health Insurance, in 2024. This strategic expansion signals the regulator's intent to deepen health insurance
penetration and foster innovation in product offerings tailored to India’s evolving healthcare needs.
o Other IRDAI initiatives: IRDAI introduced several other transformative measures to bolster the insurance
ecosystem. It expanded the scope of cashless hospitalisation, aiming to make it the default mode of claim
settlement, thereby reducing out-of-pocket expenses and enhancing trust in health insurance. The introduction
of the "use and file" regime eliminated delays in product rollouts, allowing insurers to launch new offerings
without prior approval. Further, IRDAI strengthened its policyholder protection mandate by requiring
insurers to issue a concise and standardised Customer Information Sheet (CIS) which presents key policy
details such as coverage limits, waiting periods, exclusions, and definitions, in plain language, empowering
consumers to make informed decisions and improving overall transparency in insurance contracts.
• Improved consumer awareness: With increasing consumer awareness, especially post-COVID, there has been a shift
towards protection-focused insurance products such as life, health, and critical illness coverage. The pandemic
heightened the need for financial security, leading to a surge in demand for products that offer financial protection
against unforeseen risks, thus expanding the base of first-time and informed insurance buyers across all income
segments. Additionally, financial and digital literacy initiatives offered by the government in local languages increase
consumer awareness regarding insurance products in Tier 2+ cities, where there is a large growth opportunity for
insurance penetration.
• Customisation and innovation in insurance products: Insurers are offering more tailored products, such as driving-
habit-linked motor insurance, wellness-linked health insurance and flexible term life insurance, to meet the needs of
emerging consumer segments, including the younger, tech-savvy generation and the elderly. The pay-as-you-drive
(PAYD) insurance model is one such example of personalised insurance innovation. Under the PAYD insurance,
premium is based on the distance travelled, enabling consumers to save costs and pay insurance as per requirement. It
also promotes better driving habits through data-driven safety measures.
• Growing digital insurance penetration driven by digital platforms: The increasing use of smartphones, improved
internet penetration, and the rise of digital payment platforms has transformed the way insurance products are
distributed and consumed. Digital-first models, including mobile apps and online platforms, are enabling insurers to
reach a broader audience. The increasing adoption of digital tools allows for quicker onboarding, seamless premium
payments, and faster claim processing. The mobile-first, user-friendly interfaces by digital insurers enable users to
seamlessly upload claims and the required documentation, such as vehicle pictures for motor insurance, directly
through mobile. Moreover, digital distribution drives significant cost efficiencies, making insurance more affordable
and accessible to the underserved segment, an untapped market that can be effectively reached through digital
channels. Digital insurance has also been enabled by the increasing integration of insurance products into everyday
digital transactions, such as UPI payments, digital wallets, etc.
• Rising healthcare inflation and high out-of-pocket expenses: Healthcare inflation exerts considerable pressure on
households, making it challenging to manage medical expenses without sufficient financial protection. As of December
2024, India’s year-on-year healthcare inflation stood at 4.05%, notably higher than the corresponding rates in the USA
(2.8%) and China (0.9%) for the same period. Unlike many developed countries that offer universal healthcare,
allowing for greater control and regulation of healthcare costs, India’s system relies heavily on out-of-pocket
expenditure by individuals. As per WHO, India’s out-of-pocket expenses as percentage of Current Health Expenditure
(CHE) stood at 46%, which is much higher than the World’s (17%) and the global economies of USA (11%), UK
(13%) and China (34%) in Calendar Year 2022.
181As India’s insurance market evolves, digital insurers and brokers are emerging as a key distribution channel in non-life
insurance. Life insurance has traditionally been driven by agents and direct channels, as insurers have focused on promoting
products and fostering long-term relationships with customers. However, the broker channel is gaining traction particularly in
non-life insurance due to their ability to offer a wider range of insurance products from multiple providers, enhanced
transparency, and personalised advice. This is evident from the Table 2 below:
Table 2: Share of brokers distribution channel in Non-life Insurance
Share of Brokers Fiscal Year 2020 Fiscal Year 2025 Fiscal Year 2030P
Motor 31% 49% 61%
Individual Health 7% 12% 24%
Note(s): Share of Brokers and Web Aggregators included in Individual Health
As India’s consumers are shifting towards increased digital behaviour across sectors such as payments, e-commerce etc. and
the insurance sector is also witnessing rising digital penetration. This has led to the advent of digital insurance aggregators and
insurance manufacturers, making insurance products more accessible and transparent for consumers. In the insurance sector,
consumers often need assistance while buying products due to the complex nature of products. Digital insurance companies
and brokers are solving for this through offering solutions such as AI powered chatbots and assistance for product purchases.
These digital solutions offer benefits to both consumers as well as insurers:
Table 3: Insurance Landscape: Solutions Offered by Digital Insurers
Stakeholders Factor Innovative Solutions Offered by Digital Insurers and Distributors
Consumers Purchasing Process Online, quick and hassle-free purchase process eliminating the need for
intensive paperwork
Policy Terms and Conditions Clear, transparent policy details, inclusions and exclusions, real-time
comparisons, and AI driven summaries improving consumer decision-
making
Product Accessibility Digital platforms reach underserved remote areas and offer wider product
selection, improving accessibility
Consumer Engagement and 24/7 AI-powered product purchase assistance and instant query resolution
Support enhance engagement and satisfaction
Claims Filing and Settlement Simpler claims filing due to digital tools such as uploads from mobile and
online platforms. Faster claim settlement times driven by digital processes
and lower dependence on agents for claim filings.
Insurance Companies Underwriting and Claims Automated and faster processing for underwriting and claims processing
Processing
Product Offerings Flexible and customisable insurance plans tailored to consumer needs based
on consumer behaviour insights
Consumer information, Fraud Standardised questionnaires, real time validation checks ensuring more
Risks & Operational Errors accurate collection of consumer information, AI-powered fraud detection
and automated processing reducing human errors
Digital insurance brokers with integrated offerings such as payments, lending, etc. are playing an integral role in democratising
access to insurance, making it more accessible to a broader consumer base. These players typically have higher touchpoints
among consumers due to high usage frequency, leading to higher top of mind awareness. They can leverage valuable insights
on consumer behaviour to enable reach of insurers to a broader audience in the underpenetrated areas. By utilising real-time
data and understanding customer behaviour, these players help insurers tailor products to specific needs. Driven by these
insights, the digital insurers can launch innovative insurance solutions, such as short-term health coverage, flight delay
insurance, pet insurance, Kumbh Mela insurance, firecracker insurance, etc. Digital insurers are also able to launch exclusive
insurance products using these insights. Consumers benefit from a wider set of insurance policies from multiple insurers,
allowing them to choose the ones based on their specific needs. By delivering value to both stakeholders, digital insurance
brokers that offer integrated services generate revenue through commissions earned from insurers on insurance policy sales.
Consequently, the digital brokers have contributed to further driving the digital penetration in Total Insurance GDPI from 1.7%
in Fiscal Year 2020 to 3.7% in Fiscal Year 2025. Further, with increasing smartphone adoption and financial inclusion, along
with government and regulatory support, the digital penetration is further projected to reach 8-9% by Fiscal Year 2030.
Figure 23: The digital penetration of insurance is projected to increase from 3.7% in Fiscal Year 2025 to 8-9% in Fiscal
Year 2030
182Note(s): The digital GDPI penetration includes only non-assisted insurance sales
Source(s): Redseer Research and Analysis
In summary, India's insurance market is undergoing a rapid transformation, driven by government initiatives, increasing
digitalisation of insurers, and the expanding role of digital brokers. The transition from traditional offline models to digital
platforms has enabled insurers to offer more tailored and accessible products directly to underserved segments. Digital
brokers offering integrated services, leveraging real-time consumer insights with higher touchpoints, are enhancing product
distribution by providing consumers with broader choices and increasing transparency. This synergy between insurers and
digital brokers is reshaping the market, driving further growth, and broadening insurance access for diverse consumer
groups across the country.
CHAPTER 5: INDIA’S DIGITAL TRADING AND INVESTING LANDSCAPE
India's trading and investment landscape is undergoing a transformation, driven by digital-first trading, investment platforms,
and government initiatives aimed at improving accessibility and investor engagement. India is already the fourth largest country
by market capitalisation for equities as of Fiscal Year 2025, yet there exists further growth opportunity as the adoption among
population remains low, with only 11-13% of the adult population holding a demat account.
India’s trading and investment landscape includes sectors such as Equities, Derivatives and Asset Management (including
Mutual Funds, Alternate Investment Funds, and Portfolio Management Services). Enabling access to a broader consumer base
is an opportunity for the sector.
Table 4: Sectors of the trading and investment landscape – Equities, Derivatives, and Asset Management
Sectors Description Market Size (Fiscal CAGR (Fiscal Year CAGR (Fiscal Year
Year 2025) 2020-25) 2025-30P)
Equities Represents ownership in ₹ 92 trillion 21% 17-19%
listed companies and (~US$ 1.08 trillion)
includes trading in the
cash market (traded value)
Derivatives Financial instruments ₹ 133 trillion 13% 5-7%
like futures and options (~US$ 1.6 trillion)
based on stocks, indices,
or currencies (only for (traded value)
hedging purposes)
Asset Management Involves managing ₹ 84 trillion 24% 15-17%
investments through (~US$ 1trillion)
mutual funds, portfolio
management services (AUM)
and alternative funds
This growth in the trading and investment landscape has been driven by the following key factors:
A. Evolving consumer mindset for wealth creation:
Historically, Indian households have favoured physical assets such as real estate and gold for investments. However, with
government initiatives promoting financial inclusion, increasing investment literacy and the growing adoption of digital
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shift towards financial assets is fuelled by advantages such as availability of smaller ticket sizes investments, diversification of
asset classes, higher return potential, enhanced liquidity, rising affluence permitting a move away from safe haven assets, and
consumer awareness driven by digital platforms.
• India’s household savings in financial assets accounted for 49% of overall assets in Fiscal Year 2024. Despite this
growth, India still has significant room for further development, especially when compared to global economies like
the USA, where 68% of household savings are invested in financial assets. As investors increasingly pursue higher
returns and expand their knowledge of investment avenues, the appeal has shifted towards the capital markets.
• Further, India’s capital markets have matured significantly, offering more transparency, better regulatory oversight,
and increased accessibility, factors that have made participation more attractive for retail investors, who are
increasingly adopting a long-term wealth creation mindset. As a result, the flow of net financial savings towards assets
such as equities and mutual funds, as a percentage of total financial assets, has increased from ~4% in Fiscal Year
2020 to ~9% in Fiscal Year 2024. Among the types of assets, Equities have emerged as the preferred asset class in the
last five years with domestic inflows (by both Individuals and Domestic Institutional Investors (“DII”) rising to average
monthly run rate of ~₹ 611 billion (~US$ 7.19 billion) in Fiscal Year 2025, from ~₹ 110 billion (~US$ 1.29 billion)
in Fiscal Year 2020.
• Additionally, the rise of robo-advisory platforms, and social investing communities has made investing more
accessible and personalised. Robo-advisors provide algorithm-based portfolio recommendations with minimal human
intervention, helping new investors navigate the markets efficiently. Community-based platforms, on the other hand,
allow users to follow peer strategies, discuss trends, and make informed decisions, bridging the trust and knowledge
gap for first-time or less-experienced investors.
B. Regulatory support for Investor enablement:
The government has introduced initiatives to support the growth and resilience of the secondary market in India. The Securities
and Exchange Board of India (SEBI) has implemented the Application Supported by Blocked Amount (ASBA) system for both
primary and secondary markets, allowing investors to apply for IPOs and trade in secondary markets with funds blocked in
their own bank accounts. Further, India has become a global leader in T+1 settlement cycles, enhancing liquidity and reducing
settlement risks. The market infrastructure has also been strengthened through initiatives such as the Investor Risk Reduction
Access (IRRA) platform, which provides direct access to investors in case of broker downtime. The government has also
introduced the revised pledging/repledging system by SEBI, which aims to reduce the risk of misuse of client funds and
securities by brokers, offering higher control for investors. SEBI has also reduced the minimum SIP value to ₹ 250 to drive
inclusion across low-income population segments.
C. Growing investible surplus and falling returns on traditional asset classes
Rising disposable incomes and better financial literacy have led to a growing investible surplus, especially in urban and semi-
urban India. Simultaneously, declining returns from traditional savings instruments (such as fixed deposits) are prompting
individuals to seek better yields in equities, mutual funds, exchange traded funds (ETFs), and other market-linked instruments.
This shift is deepening market participation and increasing demand for sophisticated investment products and platforms.
D. Product Innovation by digital-first platforms and adoption by digital native users:
India’s investment landscape has been traditionally offline, with investors trusting agents to make the investment decision on
their behalf. Prior to 2016, investment avenues had traditionally been unfamiliar, complex, jargon-loaded, and expensive, acting
as a barrier for retail investors to participate in the capital markets. By delivering an easy, data enriched, transparent, and
seamless platform, new-age digital-first platforms have facilitated market growth and reduced reliance on offline networks
(relationship managers (“RMs”), affiliates and brokers) and democratised investment and trading. Additionally, a new
generation of tech-savvy investors are increasingly turning to digital platforms for their investing needs. Their comfort with
mobile apps, digital payments, and online transactions has spurred the rapid adoption of wealth tech platforms offering low-
cost, user-friendly interfaces for trading, goal-based investing, and portfolio tracking. This demographic shift is expanding the
investor base and driving higher volumes in retail participation. The key solutions offered by digital-first platforms in the
investment landscape includes:
Table 5: Trading and Investment Landscape: Solutions Offered by Digital-First Platforms
Factors Solutions by Digital-First Platforms
Onboarding Process 100% digital onboarding using instant e-KYC, Aadhaar-based verification, and e-signature
Trading and Investment Product Simplified, user-friendly platforms with clear content and easy to read charts, offering democratised
184Factors Solutions by Digital-First Platforms
Knowledge access to information across all customer segments
Access and Decision-making Easy accessibility for all, including Tier 2+ cities, villages, and socio-economic groups; enabling DIY
investing with real-time information and educational content
Cost Affordable transactions due to discounted brokerage with complete transparency on all applicable
fees and charges
Transparency & Security Live portfolio tracking with real-time statements, eliminating the need for paper-led statements along
with better data protection and security protocols
Service AI-led, 24/7, multi-lingual, and multi-channel customer support to offer immediate assistance
As a result of a strong value proposition, digital-first platforms have been scaling across Equities, Derivatives and Asset
Management.
• Equities: Of the active users on the National Stock Exchange (NSE), 76-78% are using digital-first trading and
investment platforms in Fiscal Year 2025, compared to 38-40% in Fiscal Year 2020. During the same period, the total
number of active clients grew by a factor of 700% from 6 million to 49.2 million. Digital-first trading and investment
platforms have zoomed ahead of the legacy brokers by solving investors’ need for real-time information, stock research
tools, simplified and real-time order placement at low-cost. However, in terms of adoption, only 11-13% of the adult
population in India have opened a demat account as of December 2024, compared to that of ~62% for the USA, ~54%
for the UK and ~20% for China during the same period, indicating growth potential.
Figure 24: The % of active NSE clients who utilise digital-first platforms has increased from 38-40% in Fiscal Year 2020
to 76-78% in Fiscal Year 2025
Note(s): Brokers with active clients above 0.1 Mn as of March 2025 are considered and defined as digital first brokers based on the absence of advisory
Source: NSE (April 2025), AMFI (April 2025), Redseer Research and Analysis
India has become the fourth largest country by equities market capitalisation after the USA, China and Japan driven by factors
such as digital-first platforms onboarding more users, increased retail participation, higher investor confidence, and surge in
fresh company listings. India’s market capitalisation to GDP ratio at 140% in Calendar Year 2024 lags that of the USA at 210%
for the same period, highlighting further growth opportunity for India’s capital markets. The equities traded volume (total
number of shares bought and sold) grew at ~21% CAGR between Fiscal Year 2020 and Fiscal Year 2025, reaching ~3.5 billion
and is further projected to grow at 16-18% till Fiscal Year 2030. The equities traded value (total value of shares bought and
sold) grew at a similar CAGR of ~21% between Fiscal Year 2020 and Fiscal Year 2025, indicating confidence by investors in
the equity market. The equity traded value stood at ~₹ 92 trillion (US$ 1.1 trillion) in Fiscal Year 2025 and is projected to grow
at 17-19% CAGR till Fiscal Year 2030 to reach ₹ 202-220 trillion (US$ 2.4-2.6 trillion).
185
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Year 2020 and Fiscal Year 2025, and are projected to further increase at a CAGR of 16-18% and 17-19% respectively
between Fiscal Year 2025 and Fiscal Year 2030
Note(s): 1. Conversion rate: US$ 1 = ₹ 85
Source(s): NSE (April 2025), AMFI (April 2025), Redseer Research and Analysis
• Derivatives: Digital-first trading and investment platforms have simplified derivatives trading for retail investors,
making it more accessible and cost-efficient. In addition to intuitive, mobile-friendly interfaces, advanced features
such as strategy-builders, option-chain, charts, and embedded risk-management (anti-nudges, loss protection) have
made derivatives trading more structured, data-driven and equipped with better risk management. As these platforms
continue to drive innovation, their role in expanding retail participation in derivatives trading is expected to strengthen
further. In Fiscal Year 2025, India’s NSE was the largest futures and options market in the world by the number of
contracts traded. Further, in the same period, the number of contracts traded in NSE was ~1,300% the exchange with
the next highest number of contracts traded (B3 - Brasil Bolsa Balcão). The derivatives traded volume grew at 31%
CAGR between Fiscal Year 2020 and Fiscal Year 2025 to reach 9.6 billion and is projected to further grow at 22-24%
CAGR till Fiscal Year 2030 to reach 26-28 billion. Similarly, the derivatives traded value grew a CAGR of 13%
between Fiscal Year 2020 and Fiscal Year 2025 to reach ₹ 133 trillion (US$ 1.6 trillion) and is projected to grow at 5-
7% CAGR till Fiscal Year 2030 to reach ₹ 170-187 trillion (US$ 2-2.2 trillion).
• Asset Management: The consumer experience for asset management has been transformed by digital-first platforms
through detailed product pages (enabling investors to compare and choose options), simplifying
redemption/withdrawal, offering portfolio management, and providing rich insights and analytics. India’s Asset
Management AUM, including Portfolio Management Services (PMS), Alternative Investment Funds (AIF) and Mutual
Funds, increased by a CAGR of 24% between Fiscal Year 2020 and Fiscal Year 2025 to reach ₹ 84 trillion (~US$ 1
trillion). Mutual Fund constitutes the largest sector at ~80% of the total AUM as of March 2025. Out of the Mutual
Funds AUM, the AUM through Systematic Investment Plans (SIPs) rose at a CAGR of 41% between Fiscal Year 2020
and Fiscal Year 2025, reaching a value of ~₹ 13.3 trillion (US$ 0.2 trillion). Driven by increasing consumer preference
for financial assets savings, the Asset Management AUM is projected to grow further at 15-17% till Fiscal Year 2030
to reach ₹ 169-184 trillion (US$ 2-2.2 trillion). While India’s mutual fund AUM-to-GDP ratio increased from ~11%
in Fiscal Year 2020 to ~20% in Fiscal Year 2025, it is significantly lower when compared to the AUM-to-GDP ratio
of advanced economies such as USA (~132%) and UK (~78%), and slightly lower than that of China (22%) in Calendar
Year 2024. This points towards significant headroom for growth across investment products in the Indian financial
markets, driven by rising household financialisation and the rapid adoption of digital trading and investment platforms.
In summary, India’s trading and investment landscape is at the cusp of digital transformation and as digital-first platforms
simplify the trading process for investors while enhancing awareness, the trading and investment landscape is projected to
witness growth over the next few years.
CHAPTER : INDIA’S INDIGENOUS APP STORE OPPORTUNITY
India has witnessed a rapid adoption of smartphones (including smart feature phones) at 48-49% of the population in Fiscal
Year 2025 owning a smartphone. Smartphones have embedded themselves in the everyday life of consumers, resulting in a
mobile-first ecosystem. As a result, in Calendar Year 2024, India had the highest number of app downloads (from iOS App
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necessary medium for the distribution of their apps to end users. India’s app download market is expected to maintain its
position as a global leader, with substantial growth in both download volumes and market value through 2030, outpacing any
other major economies.
The overall mobile application market in India is large and growing, with market revenue projected to rise from ~US$ 12 billion
in Fiscal Year 2025 to US$ 26-28 billion by Fiscal Year 2030, growing at CAGR of 16-18%. Key growth drivers for the app
store industry mainly include (a) increasing smartphone adoption in India, (b) growth in digital payments and in-app purchases
expanding rapidly driven by content, entertainment and fintech industry and (c) demand expansion for app categories like casual
gaming, core gaming and social apps with billions of installs each year. The app store revenue typically comes from two sources:
(i) advertisements by app developers, and (ii) fees charged on in-app payment transactions for apps downloaded via the app
store.
India is a highly diverse, multilingual market, with increasing consumption of vernacular content across consumer groups.
Preference for local language is especially pronounced in rural areas, which account for more than half of the country’s user
base. This, in addition to growing popularity of locally developed apps made for the Indian consumers, creates a conducive
environment for an indigenous app-store built for the diverse Indian consumer, focusing on the need for localisation, better app
discovery, and better user engagement.
Native app stores can offer several benefits to Developers and Users like (a) lower competition and greater visibility for new
apps (b) targeting niche and regional audiences (c) flexible monetisation options (d) lower fees (e) faster and more accessible
app approval process (f) innovative marketing and promotion opportunities.
In India, the app distribution ecosystem is largely consolidated, with a single dominant platform accounting for over 90% of all
smartphone users. This high concentration has given the leading app marketplace significant influence over app visibility and
access, prompting regulatory concerns around market openness and platform neutrality. In response, the Competition
Commission of India (CCI) has introduced several measures to safeguard the interests of developers, such as mandating support
for third-party billing systems and encouraging reduced platform commission fees, which currently range up to 30%. These
commissions, ultimately borne by developers, can lead to increased costs for end consumers. India’s regulators are also actively
reviewing app store policies to foster competition and protect local developers.
Global markets including the USA, Japan and EU are also seeing changes in the App store ecosystem with developers seeking
options for distribution to remove reliance on a single dominant platform and seeking fair app store payment policies.
The evolving app store market is at the cusp of disruption in India, creating an opportunity to empower developers and users
with greater choice, fairer policies, product innovation and growth.
CHAPTER 7: COMPETITIVE LANDSCAPE AND PHONEPE DIFFERENTIATION
India’s financial services market, which has companies that have digital payments offerings such as Consumer Payments and
Merchant Payments, and other offerings such as Lending, Insurance, and Mutual Fund Distribution. The digital payments
industry includes payment companies such as BHIM, Google Pay, MobiKwik, One 97 Communications Limited (Paytm), etc.,
which provide B2C offerings such as Consumer UPI Payments, Wallet Payments, among others, and payment companies such
as BharatPe, BillDesk, PayU, Pine Labs, Razorpay, etc. that provide B2B offerings such as Offline Merchant Acquisitions,
Online Payment Aggregator, among others. Furthermore, financial services companies such as Cred, Navi, PB Fintech,
Super.money, etc. in the industry provide offerings among Lending Distribution, Insurance Distribution and Mutual Fund
Distribution, along with a few offerings from consumer and merchant payments. PhonePe offers the widest range of offerings
among its peers in this industry across the consumer payments (consumer UPI payments, card payments, wallet payments),
merchant payments (offline merchant acquisition, online payment aggregator), and other financial services such as insurance
distribution and lending distribution. As the application experience is increasingly being commoditised and indistinct, players
with an ability to build and control the full technology stack have a powerful competitive moat. Among the listed peers, One
97 Communications Limited (Paytm) is the only player whose business profile is comparable to PhonePe’s businesses in terms
of size (above ₹ 10 trillion customer-initiated transactions) and business model.
[The remainder of this page has been left intentionally blank]
187Figure 26: PhonePe comparison with domestic peers
Note(s): 1. Consumer UPI payments include the offering for consumers to make payments through the UPI payment mode using the platform's app. The player
offering has been considered based on the UPI data from NPCI website 2. Wallet payments include the facility for consumers to pay merchants or peers
through the platform's wallet. The player offering has been considered based on “Pre-Paid Payment Instrument” license from RBI 3. Cards offering includes
the facility to issue gift cards as well as co-branded credit cards for consumers 4. Offline merchant acquiring includes offering for merchants to accept
payments through QR stickers, Soundbox, and offline payment mode acceptance of BHIM Aadhaar Pay 5. Online Payment Aggregator includes the offering
for merchants and businesses to accept digital payments online, such as through websites, e-commerce platforms, etc. The player offering has been considered
based on the “Online Payment Aggregator” license from RBI 6. Payment device offerings include EDC (Electronic Data Capture) machines that provide
multiple payment mode acceptance such as QR code, debit cards, credit cards, prepaid cards, etc. 7. Insurance distribution refers to distribution of insurance
as an insurer or on behalf of insurers as an IRDAI registered entity (broker, corporate agents) 8. Lending distribution includes offering by platforms that help
connect consumers with lenders in exchange for a commission or distribution fees. Solutions that facilitate EMI options for consumers and merchants have not
been included 9. Mutual fund distribution includes offerings by platforms that market and distribute mutual fund schemes to investors in exchange for a
commission or distribution fees. The offering has been considered based on the ARN (AMFI Registration Number) registration 10. The status of Cred’s “Online
Payment Aggregator” license is “In-principle Approved”. Cred also has acquired Kuvera that operates as an advisory firm 11. MobiKwik offers Online
Payment Aggregator solution through Zaakpay 12. Since Razorpay has acquired a majority stake and does not fully own Pop club, we have not included
Consumer UPI payments as an offering for the company. The wallet payment has been included for Razorpay as it has a PPI license and powers wallets of
other players. However, Razorpay does not have its own wallet offering 13. PayU manages cobranded/personalized corporate gift cards & general purpose
reloadable cards as per the website 14. PB Fintech offers online payment aggregator through PB Pay. The status of PB Pay’s Online Payment Aggregator is
“In-Principle Authorisation Granted” 15. Data for customer-initiated transactions has been taken from NPCI. The figures may not match exactly due to
rounding off to ₹ billion 16. All the offerings considered are as of 13 January 2026
Source(s): NPCI, IRDAI, RBI, Company Filings and Annual Reports
PhonePe has a large addressable Total Addressable Market (“TAM”) across financial services industry:
• There exists substantial opportunity in India’s financial services sector:
o India’s digital consumer payments total payment value (“TPV”) reached ₹ 301 trillion (approximately US$
3.5 trillion) in Fiscal Year 2025 and is projected to grow at 15-18% CAGR reaching ₹ 602-681 trillion (US$
7.1-8.0 trillion) by Fiscal Year 2030, while digital merchant (P2M) payments reached ₹ 112 trillion (US$ 1.3
trillion) in Fiscal Year 2025 and is projected to grow at 20-22% CAGR reaching ₹ 278-302 trillion (US$ 3.3-
3.6 trillion).
o The TAM for Lending is ₹ 115 trillion (US$ 1.4 trillion) in Fiscal Year 2025 and is projected to be ₹ 207-226
trillion (US$ 2.4-2.7 trillion) by Fiscal Year 2030, growing at a CAGR of 12-14%.
188
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trillion (US$ 0.23-0.25 trillion) by Fiscal Year 2030, growing at a CAGR of 10-12%.
o The TAM for Equities and Derivatives traded value is ₹ 225 trillion (US$ 2.65 trillion) in Fiscal Year 2025
and is projected to be ₹ 372-407 trillion (US$ 4.4-4.8 trillion) by Fiscal Year 2030, growing at a CAGR of
11-13%.
o The TAM for Asset Management in terms of AUM is ₹ 84 trillion (US$ 1 trillion) in Fiscal Year 2025 and is
projected to be ₹ 169-184 trillion (US$ 2-2.2 trillion) by Fiscal Year 2030, growing at a CAGR of 15-17%.
Financial Services Sector Units FY25 TAM FY30P TAM CAGR
(FY25-30P)
Digital Consumer Payments ₹ trillion / US$ trillion ₹ 301 / $ 3.5 ₹ 602-681 / $ 7.1-8.0 15-18%
Digital Merchant (P2M) payments ₹ trillion / US$ trillion ₹ 112 / $ 1.3 ₹ 278-302 / $ 3.3-3.6 20-22%
Lending ₹ trillion / US$ trillion ₹ 115 / $ 1.4 ₹ 207-226 / $ 2.4-2.7 12-14%
Insurance ₹ trillion / US$ trillion ₹ 12 / $ 0.14 ₹ 19-21 / $ 0.23-0.25 10-12%
Equities and Derivatives ₹ trillion / US$ trillion ₹ 225 / $ 2.65 ₹ 372-407 / $ 4.4-4.8 11-13%
(traded value)
Asset Management ₹ trillion / US$ trillion ₹ 84 / $ 1 ₹ 169-184 / $ 2-2.2 15-17%
(AUM)
• Tier 2+ cities are where financial services are most underpenetrated and have substantial TAM for financial services.
PhonePe is India’s largest digital payments platform with sustained leadership in market share
• Following the pilot launch of Unified Payments Interface (“UPI”) in April 2016, PhonePe was India's first UPI app by
a private non-bank player to launch a UPI based application in August 2016, as per National Payments Corporation of
India (“NPCI”) data.
• PhonePe was one of the earliest to adopt India’s Digital Public Infrastructure (“DPI”) initiatives at scale, including
UPI, Bharat Bill Payment System (“BBPS”), Open Network for Digital Commerce (“ONDC”), Aadhaar and
DigiLocker.
• In February 2023, PhonePe became India’s first private fintech platform to enable cross-border UPI payments.
• In H1 Fiscal Year 2026 and Fiscal Year 2025, PhonePe platform was the largest online transaction platform in India
in terms of total payments value (“TPV”).
• PhonePe emerged as the largest player in merchant UPI transactions in April 2020.
• Over the period December 2020 to September 2025, PhonePe has consistently sustained the #1 market position in
terms of number of transactions and TPV for customer-initiated transactions in UPI for 58 consecutive months, as per
NPCI data.
189Figure 2 : PhonePe is India’s largest digital payments platform, with sustained leadership in market share
from December 2020 to September 2025 in terms of TPV for customer-initiated UPI transactions, as per NPCI
UPI Customer-initiated Market Share Value of transactions Change in market share
(market share % of customer initiated transaction value , December 2020 Sep 2025) Dec 20-Sep 25
Others .33% .2 % Others 2.93%
Paytm .52% 5. 3% Paytm 1.59%
Google Pay 2.3 % 35. % Google Pay 6.69%
.15% PhonePe 5.36%
PhonePe 3. %
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Note(s): 1. Apart from PhonePe, there are 80+ UPI apps including players such as Amazon Pay, BHIM, Cred, Google Pay, Navi, Paytm etc., 2.
Market share has been calculated on customer-initiated transactions and excludes B2C and B2B transactions, 3. Market share numbers exclude
the cross-border transactions and new/recent features, 4. App volume in the table is basis the Payer App logic, i.e. the financial transaction is
attributed to the PSP in UPI on the Payer’s side, 5. Within Others, BHIM Volume is inclusive of *99# volume
Source(s): National Payments Corporation of India (NPCI): UPI Ecosystem Statistics (September 2025), Redseer Analysis
• PhonePe had a market share of 46.85% in terms of transaction volume for customer-initiated UPI transactions in
September 2025, as per NPCI data.
• While PhonePe maintains market leadership in overall customer-initiated transactions in UPI, they also hold
substantial market share in various other payment use cases and payment instrument:
H1 Fiscal Year 2026:
Payment use-case/ Payment instrument Measurement Metric Time period Market Share
UPI P2P transactions1 Volume H1 Fiscal Year 2026 49%
UPI Autopay transactions (successful)3 Volume H1 Fiscal Year 2026 57%
BBPS transactions6 Volume H1 Fiscal Year 2026 36%
Fiscal Year 2025:
Payment use-case/ Payment instrument Measurement Metric Time period Market Share
Online recharges2 TPV Fiscal Year 2025 46%
Rupay credit card on UPI4 TPV Fiscal Year 2025 43%
UPI Lite transactions5 Volume Fiscal Year 2025 40%
Note(s): 1. Market size data sourced from NPCI 2. Basis estimated market size of online recharges of ₹ 1.68 trillion (US$ 19.8 billion) for Fiscal Year 2025 3.
Market size data sourced from NPCI 4. Basis estimated market size for Rupay credit card on UPI TPV is ₹ 1.37 trillion (US$ 16.2 billion) for Fiscal Year 2025
5. Basis estimated market size for UPI Lite transactions volume of 670 million for Fiscal Year 2025 6. Market size data sourced from Bharat Connect, 7. For
H1 Fiscal Year 2026, industry data for Online recharges, RuPay credit card on UPI, and UPI Lite transactions is currently unavailable.
• As of Fiscal Year 2025, PhonePe had a market share of 20-25% in the non-assisted two-wheeler digital insurance
market of ₹ 12.5-16.0 billion (US$ 0.15-0.19 billion) and 12-15% market share in the non-assisted four-wheeler digital
insurance market of ₹ 24.0-30.0 billion (US$ 0.28-0.35 billion) in terms of premium value (the non-assisted digital
insurance market for both two-wheeler and four-wheeler excludes Point of Sales Person (POSP) model of insurance
that are sold through agent).
• Globally as well, PhonePe has a comparable scale among the prominent digital payments players – In terms of scale,
PhonePe's1 platform TPV (Total Processed Value) in Fiscal Year 2025 at ~₹132.70 trillion (~US$ 1.56 trillion) is
comparable to that of established global digital payment players such as Paypal2 (~US$ 1.68 trillion in Calendar Year
2024), Adyen3 (~US$ 1.51 trillion in Calendar Year 2024) and Stripe4 (~US$ 1.40 trillion in Calendar Year 2024).
PhonePe also has the largest volume of customer-initiated UPI transactions among its peers operating in the UPI
payment sector in Fiscal Year 2025, as per NPCI.
Note(s): 1. TPV for PhonePe is defined as the Total Payment Value of the successful customer transactions and merchant transactions for the
period. 2. TPV for PayPal is the value of payments, net of payment reversals, successfully completed on the payments platform or enabled by PayPal
via a partner payment solution, not including gateway-exclusive transactions 3. TPV for Adyen is defined as Total Payment Volume and refers to
190the aggregate value of authorised and settled transactions processed via Adyen’s platform, excluding reversals, refunds, and chargebacks. 4. TPV
for Stripe is defined as Total Payment Volume and is the total monetary value of successful payments completed by businesses using Stripe’s
payments platform over a reporting period and includes all payment methods and geographies, and is reported gross (before fees, refunds, or
chargebacks)
• PhonePe was among the early players to introduce monthly premium options through UPI for health insurance among
digital payment industry peers and offered it through its partners that capture a majority share in the health insurance
market. Monthly premium option through UPI has since become a popular feature offered by many platforms.
• PhonePe Pulse is India’s first interactive, open-source geospatial payments insights platform launched by a private
player, built on its own proprietary data, launched in 2021.
• Among fintech platforms, PhonePe launched India's first Green Data Center in 2022.
PhonePe also has a wide reach among consumers and merchants:
• PhonePe is India’s most downloaded Android mobile app owned by an Indian company (in the Finance category) with
the highest number of Daily Active Users at 156.00 million in H1 Fiscal Year 2026, as per Sensor Tower data.
• PhonePe became the first third-party UPI-based app to cross 10 million downloads in February 2017 and emerged as
the largest driver of UPI transactions, as per Sensor Tower data.
• PhonePe has been one of the top 5 free apps in the finance category on both the Apple App Store and Google Play
Store since July 2017 till September 2025, as per Sensor Tower data.
• With an extensive reach of 618.40 million LTD1 Registered User Base (43% of India's total population of 1,455
million) and 44.87 million LTD1 Registered Merchant Base (77-80% of the 56-58 million Trade and Services merchant
base in India) as of March 31, 2025, PhonePe is providing population-scale solutions leveraging technology.
Note(s): 1. LTD refers to Life-till-date
• As of March 31, 2025, PhonePe has 402.90 million Yearly Active Users (“YAUs”), representing 57-58% of the 692-
706 million smartphone population in India.
• PhonePe's Monthly Active Customers (MAC) on their own platform, at 230.08 million, represents 32-34% of the
smartphone user base in India.
• PhonePe's Monthly Active Merchants (“MAM”) on their own platform stood at 11.31 million in March 2025,
comprising approximately 54% of approximately 21 million monthly active merchants in India using UPI
• PhonePe has a market-leading distribution at population scale across the length and breadth of India as of March 31,
2025. This is evidenced by PhonePe's LTD1 Registered User Base of 618.40 million accounting for 88-89% of all
smartphone population in India, and the LTD1 Registered Merchant Base of 44.87 million representing 77-80% of the
total Trade and Services merchant base in India, as of March 31, 2025.
Note(s): 1. LTD refers to Life-till-date
Indus Appstore is India’s first and only indigenous app store created by a private player:
• Launched in February 2024, Indus Appstore is India's first and only indigenous app store created by a private player,
offering localized app discovery in 12 Indian languages in addition to English as of September 30, 2025. It faces
competition from Google and others, which operate mobile application distribution platforms on Android.
Industry Threats and Challenges
Threats
Macroeconomic Environment
• Digital Payments: Inflation, interest rate hikes, or broader consumption slowdowns can reduce discretionary spending
and dampen the volume and frequency of digital transactions, especially in non-essential categories.
191• Lending: An economic downturn typically leads to a reduction in consumer and business demand for credit, often
driven by a shift in focus towards essential spending, while lenders tighten credit due to heightened risk, resulting in
lower approvals, especially in unsecured retail and SME segments.
• Insurance: Insurance, particularly Life and Health, is often treated as a discretionary spend in India. During economic
slowdowns, consumers may postpone or reduce coverage, impacting new policy issuance and renewals.
Regulatory Intervention on Market Dynamics
• Digital Payments: Regulatory actions such as market share caps for TPAPs, and evolving norms for Payment
Aggregators (PA), PPIs, or KYC requirements may affect competitive positioning and scale-up plans for ecosystem
players.
• Lending: Monetary policy tightening (e.g., rate hikes) increases borrowing costs. New regulations or obligations that
could potentially constrain distribution models and reduce operating flexibility
• Insurance: Regulations that restrict bundling, mandate standardised products, or impose pricing controls can limit the
ability to offer targeted, need-based coverage, particularly in low-income or first-time buyer segments.
Transaction Economics
• Digital Payments: Changes in MDR regulations or reduction in government subsidies (e.g., MDR reimbursements)
can adversely impact monetisation, especially for low-value or small merchant transactions.
• Lending: Regulatory Interventions on the lending partners on pricing can impact monetisation potential, particularly
in small-ticket and high-risk segments, where operational and credit costs are inherently higher. Beyond direct
regulation, intense competitive pressures can also independently drive down interest rates and fees, further challenging
profitability.
• Insurance: Expense caps and restrictions on product-level profitability can limit the financial viability of certain
digital-first offerings. This can reduce flexibility in customising coverage or pricing based on user cohorts.
Challenges
• Digital Infrastructure and Access: Limited internet connectivity, smartphone penetration, and digital literacy in Tier
2+ cities continue to constrain broader adoption of digital payments.
• Ecosystem-Level Fraud and User Trust: Social engineering scams, fake apps, and misuse of UPI interfaces can erode
user trust and require collective industry-level mitigation in the digital payments industry.
• Limited Access to Formal Credit in Lending: This stems from low financial literacy, inadequate documentation and
collateral, lack of formalisation, and regional accessibility barriers.
• Low Demand for Insurance: This comes from poor awareness, product complexity, affordability concerns, and
limited ability to offer customised or contextually relevant coverage at scale.
Glossary,
Terms in Use Definition
Aadhaar UID 12-digit individual unique identification number issued by the Unique Identification Authority of
India on behalf of the Government of India
Bharat Connect Bharat Connect is a bill payment system in India that allows businesses and customers to connect
and make payments. It was previously known as Bharat Bill Payment System (“BBPS”)
Compound Annual CAGR (Compound Annual Growth Rate) is the average annual growth rate of an investment or
Growth Rate (“CAGR”) value over a specified period, assuming constant year-on-year growth.
Calendar Year Calendar Year (January to December)
Consumer Loans Includes Auto Loans, Housing Loans, Two-Wheeler Loans, Gold Loans, Loans against Securities,
Used Car Loans, Used Tractor Loans, Property Loans, Personal Loans, Consumer Durable Loans,
Education Loans, Credit Cards and Other loans
Conversion Rate US$ 1 = ₹ 85 (taken basis RBI exchange rate data averaged over the Fiscal Year 2025, rounded
off to zero decimals)
DigiLocker DigiLocker is a Government of India-launched secure cloud-based platform for storage, sharing
and verification of documents & certificates
192Terms in Use Definition
E-commerce Retail business model that involves customers buying and selling goods over the internet
Electronic Data Capture (EDC) Electronic Data Capture (EDC) Machine is an electronic device that allows merchants to accept
machines card payments from customers
e-KYC Electronic Know-Your-Customer is a digital process to verify a customer’s identity without the
need for physical documents
e-RUPI One-time use digital solution to facilitate cashless payment which is person & purpose specific
solutions for various services like COVID Vaccine, donations, corporate gift vouchers, etc.
Financial Inclusion (“FI”) Index The Financial Inclusion Index (FI Index) is a composite measure that tracks the extent of financial
inclusion in a country, considering access to banking, credit, insurance, and digital financial
services
Fintech Financial technology used to describe new technology that seeks to support, improve and automate
the delivery and use of financial services
Fiscal Year Financial year as per Indian standard which begins on 1st April of the base year and ends on 31st
March of the following year. For reference, Fiscal Year 24 includes the time period from 1st April
2023 to 31st March 2024.
Goods & Services Tax (“GST”) The goods and services tax (GST) is a value-added tax levied on most goods and services sold for
domestic consumption. The GST is paid by consumers, but it is remitted to the government by the
businesses selling the goods and services
Gross Domestic Product (“GDP”) Gross domestic product (GDP) is the total monetary or market value of all the finished goods and
services produced within a country’s borders in a specific time period.
Gross National Income (“GNI”) Gross National Income (GNI) measures the total domestic and foreign value added claimed by
residents at a given period in time.
Merchant Discount Rate (“MDR”) Refers to the rate at which merchants are charged for accepting Debit Card and Credit Card
payments and funds paid via net banking and Digital Wallets
Merchant Loans Includes Secured and Unsecured Business Loans and Commercial Vehicle Loans
Metro Metro cities indicate 8 cities, namely – Mumbai (Maharashtra), Delhi (NCT), Bangalore
(Karnataka), Chennai (Tamil Nadu), Hyderabad (Telangana), Kolkata (West Bengal), Pune
(Maharashtra) and Ahmedabad (Gujarat)
Middle-income households Households with annual income between ₹ 0.3-1.1 million (US$ 3,500-13,000)
Payment Infrastructure Scheme launched by the RBI to facilitate and subsidise the development of payment acceptance
Development Fund (“PIDF”) infrastructure with a primary focus on Tier-3 to Tier-6 cities in India as well as Northeastern States
and Union Territories of Jammu & Kashmir and Ladakh
Pradhan Mantri Jan Dhan Yojana An initiative encompassing an integrated approach to bring about comprehensive financial
(“PMJDY”) inclusion of all the households in the country with universal access to banking facilities (at least
one basic banking account for every household)
Private Final Consumption Expenditure Expenditure incurred by the resident households and non-profit institutions serving households on
(“PFCE”) final consumption of goods and services, whether made within or outside the economic territory
Audio payment confirmation devices Devices that carry UPI QR codes and give instant voice notification for successful payments
Tier 1 As per RBI classification defined in a circular dated 1 July 2015, which considers cities with a
population of more than 0.1 million as per the Census 2011 city population data
Tier 2+ cities As per RBI classification defined in a circular dated 1 July 2015, which considers cities with a
population of less than 0.1 million as per the Census 2011 city population data
TPV Total Payment Value
UPI UPI stands for Unified Payments Interface, a real-time payment system that allows users to
transfer funds between bank accounts using a mobile app
193OUR BUSINESS
Some of the information in this section, especially information with respect to our plans and strategies, contains certain
forward-looking statements that involve risks, assumptions, estimates and uncertainties. You should read “Forward-looking
Statements” on page 38 for a discussion of the uncertainties related to those statements and “Risk Factors” on page 39 for a
discussion of certain risks that may affect our business, financial condition or results of operations. Our actual results may
differ materially from those expressed in, or implied by, these forward-looking statements.
We have included various metrics in this Updated Draft Red Herring Prospectus – I, many of which may not be derived from
our Restated Consolidated Financial Information or otherwise be subject to an examination, audit or review by our auditors
or any other expert. The manner in which such metrics are calculated and presented, and the assumptions and estimates used
in such calculations, may vary from that used by other companies in India and other jurisdictions. Investors are accordingly
cautioned against placing undue reliance on such information in making an investment decision and should consult their own
advisors and evaluate such information in the context of the Restated Consolidated Financial Information and other information
relating to our business and operations included in this Updated Draft Red Herring Prospectus – I. Further, all information
presented in images of our interfaces in this section is mock data and for illustrative purposes only; no actual customer data
was used to generate or is presented in any images of our interfaces included in this section.
Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Democratising Access to Digital Economy” dated January 13, 2026 (the “Redseer Report”) prepared and issued by Redseer
Strategy Consultants Private Limited (“Redseer”), which has been commissioned by and paid for by our Company exclusively
in connection with the Offer for the purposes of confirming our understanding of the industry in which we operate. There are
no portions of or data or information in the Redseer Report which may be relevant for the Offer, that have been omitted or
changed in any manner. The data included herein (with relevant chapter and page references to “Industry Overview”) includes
excerpts from the Redseer Report and may have been re-ordered by us for the purposes of presentation. The Redseer Report
will form part of the material documents for inspection, and a copy of the Redseer Report will be made available on the website
of our Company upon filing of the UDRHP-I until the Bid/Offer Closing Date. Unless otherwise indicated, operational, industry
and other related information included herein with respect to any particular year refers to such information for the relevant
financial year. For further details, see “Risk Factors — Certain sections of this Updated Draft Red Herring Prospectus – I
contain information from the Redseer Report which has been exclusively commissioned and paid for by us in relation to the
Offer and any reliance on such information for making an investment decision in this Offer is subject to inherent risks” on page
82.
Our financial year ends on March 31 of each year. Accordingly, references to “Fiscal Year 2025”, “Fiscal Year 2024” and
“Fiscal Year 2023”, are to the 12-month period ended March 31 of the relevant year, and references to the six months period
ended September 30, 2025 and 2024 refer to the periods between April 1, 2025 and September 30, 2025, and April 1, 2024 to
September 30, 2024, respectively. Financial information for the six months period ended September 30, 2025 and September
30, 2024 is not indicative of the financial results for the full year and is not comparable with financial information for the Fiscal
Years 2025, 2024 and 2023.
The following information should be read together with the more detailed financial and other information included in this
Updated Draft Red Herring Prospectus – I, including the information contained in “Risk Factors,” “Industry Overview,”
“Restated Consolidated Financial Information,” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 39, 156, 305 and 387, respectively.
Overview
PhonePe is a technology company that is building digital platforms for population-scale adoption and powering an ecosystem
of apps across Payments services, Digital Distribution Services and Financial Services. Through our digital platforms, we strive
to unlock the flow of funds and ability to access goods and services for our users.
Our name “PhonePe” combines “Phone” with “Pe” – the phrase “Pe” which is derived from the Hindi word “ ” and means
“on”, is also pronounced as “pay” in English. It reflects what we have built – a single platform that enables any Indian with
access to a mobile phone to “send, spend, manage, and grow” money.
Following the pilot launch of Unified Payments Interface (“UPI”) in April 2016, we became India’s first private non-bank
player to launch a UPI-based application in August 2016, as per National Payments Corporation of India (“NPCI”) data,
according to the Redseer Report (chapter 7, page 189). Built on the principles of speed, reliability, and security, we aim to
deliver a seamless experience for consumers and merchants across India by facilitating digital payments and money transfers,
with high payment success rates, and security of data and transaction flows. We are India’s largest digital payments platform,
with sustained leadership in market share from December 2020 to September 2025 in terms of the number of transactions and
194total payments value (“TPV”) for customer-initiated UPI transactions, as per NPCI data, according to the Redseer Report
(chapter 7, page 190).
Our Digital Platforms
Our ecosystem comprises three digital platforms as illustrated below: (i) the PhonePe Platform, which caters to two population
cohorts — Consumers (via the PhonePe Consumer app) and Merchants (via the PhonePe Business app) — enabling access to
Consumer Payments along with Digital Distribution Services, Merchant Payments, Lending Distribution and Insurance
Distribution services, and (ii) two New Platforms, which are Share.Market (a stock broking and mutual funds distribution
platform) and Indus Appstore (a Made-In-India Android app store).
Notes:
All metrics are for PhonePe Platform.
(1) Life-Till-Date (“LTD”) Registered User Base and LTD Registered Merchant Base is as of September 30, 2025. Customer Transactions, Customer
TPV, Merchant Transactions and Merchant TPV are for the six-month period ended September 30, 2025.
(2) LTD Registered User Base refers to total unique users who have signed up with PhonePe Group by accepting the PhonePe terms & conditions, as of
the end of September 2025.
(3) Customer Transactions refers to the total successful payment transactions by PhonePe customers in the six-month period ended September 30, 2025.
(4) Customer TPV refers to the total payment value of the Customer Transactions in the six-month period ended September 30, 2025.
(5) LTD Registered Merchant Base refers to the life-till-date total unique onboarded merchants as of September 30, 2025.
(6) Merchant Transactions refers to the Total successful payment transactions made to Registered Merchants in the six-month period ended September
30, 2025.
(7) Merchant TPV refers to the total payment value of the Merchant Payment transactions made to Registered Merchants in the six-month period ended
September 30, 2025.
Our Approach to Creating New Businesses and Products
At PhonePe, we strive to build digital platforms with the aim of helping consumers and merchants improve their lives, realise
their aspirations and unlock their true potential by giving them access to the digital ecosystem. Through our leadership in the
digital payments space, according to the Redseer Report (chapter 7, page 190), we have an established track record that is being
used to expand further into Financial Services Distribution services and scaling our New Platforms.
Our core operating philosophy is underpinned by a deliberate flywheel strategy — one that systematically drives scale, financial
performance, and continuous innovation. Our payments offerings, which are at the core of our ecosystem, serve both consumers
and merchants. We believe that as more consumers and merchants associate with our platform and drive transactions, we are
able to achieve large business scale and leadership in digital payments. With increasing platform adoption and engagement, we
generate rich data and insights that allow us to continuously expand use cases and launch new offerings on the PhonePe
platform. Through these expanded offerings we unlock avenues that could grow revenue, profitability and cash flows. We
generated revenue from operations of ₹71,148.58 million in Fiscal Year 2025, with a growth in revenue from operations of
40.50% over Fiscal Year 2024, and Adjusted EBITDA of ₹14,771.92 million in Fiscal Year 2025. For the six months period
ended September 30, 2025, we generated revenue from operations of ₹39,184.69 million and Adjusted EBITDA of ₹2,539.09
million. We had Bank balances and Investments of ₹63,332.21 million as of March 31, 2025. For a reconciliation of non-GAAP
195measures, see “Other Financial Information – Non-GAAP Financial Measures – Reconciliation of non-GAAP measures” on
page 380. Building on this foundation, we have diversified into the distribution of Financial Services, which in turn strengthens
our overall path to profitability, and further enhances the steady cash generation from our Payments business. This financial
strength fuels the next phase of our growth journey which comprises expansion of the New Platforms, Share.Market and Indus
Appstore, through which we are expanding into new markets and prospective capital pools, reinforcing the momentum of our
flywheel.
Note: FS stands for Financial Services – Distribution of Lending and Insurance products.
Our India-Focused Business
We have been, and intend to continue to be, India-first in focus and ethos. We are domiciled in India, and our platforms are
“Made in India, For India, By Indians”. Our multi-tenanted technology infrastructure powers digital payments at national scale
and runs entirely on data centres within the country, thus ensuring 100% data residency. Since the launch of the PhonePe app
in 2016 through September 30, 2025, we have invested ₹33.73 billion in building this infrastructure – including servers, routers
and switches across multiple strategic locations.
We were one of the earliest to adopt India’s Digital Public Infrastructure (“DPI”) initiatives at scale, including UPI, Bharat
Connect (formerly BBPS), Open Network for Digital Commerce, Aadhaar and DigiLocker, according to the Redseer Report
(chapter 7, page 189). Our platforms are built on and for India’s DPI, solving everyday needs such as money transfers, Know
Your Customer (“KYC”) services, bill payments, offline payments on brick-and-mortar stores, online payments on apps or
websites, through our inclusive technology-driven innovation. As of March 31, 2025, with an extensive reach of 618.40 million
LTD Registered User Base (43% of India’s total population of 1,455 million) and 44.87 million LTD Registered Merchant Base
(77-80% of the 56-58 million Trade and Services merchant base in India), we are providing population-scale solutions
leveraging technology, according to the Redseer Report (chapter 7, page 191).
Our products and services are designed to drive inclusive digital payments penetration across all of India including Tier-11 and
Tier-2+ cities2, where Financial Services are most underpenetrated and have substantial Total Addressable Market (“TAM”)
for Financial Services, according to the Redseer Report (chapter 7, page 189) As of September 30, 2025, 65.22% of our
consumers came from Tier-2+ cities. Our merchants are present across 98.61% of pin codes in India. Our apps cater to a diverse
and multi-lingual user base across India, supporting the usage of the main features of our PhonePe Consumer app and PhonePe
Business app in 11 Indian languages as of September 2025. As of September 30, 2025, without including our sales team, we
employ 4,282 full-time employees, including 1,880 employees in our engineering team. In addition, we have a nationwide feet-
on-street network of 25,657 sales team members covering 96.96% of India’s pin codes, along with 31,019 agents commissioned
through channel partners, which are primarily focused on rural expansion. This reflects our commitment to creating
opportunities for Indian talent to drive innovation and deliver technology solutions to Indian users.
1
As per RBI classification defined in a circular dated 1 July 2015, which considers cities with a population of more than 0.1 million as per the Census 2011
city population data.
2
As per RBI classification defined in a circular dated 1 July 2015, which considers cities with a population of less than 0.1 million as per the Census 2011 city
population data.
196Our Experienced Leadership Team Fostering a Thriving Organisational Culture
At PhonePe, we are driven by the challenge of solving population-scale problems with technology. Our founding team has
continued to lead our Company with this long-term vision. Our founders — Sameer Nigam (Whole-time Director and Chief
Executive Officer), Rahul Chari (Whole-time Director and Chief Technology Officer) and Burzin Engineer (Chief Reliability
Officer) — each have decades of experience in the technology industry. Our Central Leadership Team comprises Senior
Management Personnel (SMPs) and Key Managerial Personnel (KMPs), as well as certain heads who support our businesses
and corporate functions. The business heads include the chief executive officers and chief business officers of our key
businesses — Consumer Payments, Merchant Payments, Lending Distribution and Insurance Distribution services,
Share.Market and Indus Appstore. Function heads, on the other hand, include Chief Financial Officer, among other leaders of
central functions such as legal, compliance and investor relations. For further information, please see “Our Management” on
page 271.
We are dedicated to cultivating a thriving workplace environment and have adopted a set of 14 values for our organisation,
which are intended to guide our employees’ behaviour every day. At the Company level, our focus is on “perseverance &
conviction”, a strong “customer-first” mindset, coupled with a “holistic approach” to problem-solving, to drive “positive
disruption” by empowering business models that benefit all ecosystem participants, and the belief that “simplicity breeds
scalability”. At the team level, our culture is intended to promote “excellence in people”, encourage “collaboration”, support a
“learn fast, fail fast” attitude and maintain a strong “bias for impact”. At an individual level, we value continuous curiosity with
“learn more, it’s free” attitude, individual “passion” and “openness of thought”. Underpinning all these principles are our core
principles of “integrity” and “transparency” which form the foundation of a high-performance and accountable organisation.
For further information, please see “ - Our Culture and Values” on page 234.
We also draw on the knowledge of our Board of Directors, which comprises individuals with diverse industry experiences who
steer our long-term strategy, governance and organisational health. Our Board includes four non-executive independent
directors, including a non-executive independent Chairperson, who have several years of experience in their respective fields
and four non-executive nominee directors of WM Digital Commerce Holdings Pte. Ltd. The list of investors in our Company
includes our Promoter, WM Digital Commerce Holdings Pte. Ltd, and other established strategic investors, sovereign funds
and private equity investors globally. WM Digital Commerce Holdings Pte. Ltd is a member of the Walmart international group
of companies.
We believe that our long-term orientation, strong organisational culture, and commitment to high standards of governance
promote ethical practices and sustainable growth. Backed by visionary founders, seasoned leadership, and an experienced,
independent Board, we are focused on building an enduring company.
Our Robust Governance Model and Regulatory Compliance
Our governance culture is built around a commitment to transparency towards all our stakeholders - regulators, investors,
business partners, employees and users. We operate with a focus on corporate governance, which is embedded in our operating
model. We follow a three-tiered governance model which is designed to cultivate risk management and provide objectivity and
oversight across all business functions. Our governance model comprises:
• Business Teams: Directly responsible for managing risks within predefined acceptable limits established by our
internal risk framework and regulatory obligations as part of day-to-day operations. This enables risk awareness and
accountability to be integrated into core decision-making processes.
• Compliance and Fraud & Risk Analytics (“ RA”): Partner with business teams to enable adherence to regulatory
and risk policies, while operating at an arm’s-length from business operations.
• Internal Audit Team: Operates independently, reporting directly to the Audit Committee, and provides an additional
layer of oversight and assurance.
We strive to operate within the applicable regulatory and legal framework, and maintain a strong model of compliance that
helps us embrace and adapt to a complex and evolving regulatory landscape in India. We hold multiple licenses from major
Indian financial regulators, statutory bodies and industry bodies, including the RBI, SEBI, IRDAI, Association of Mutual Funds
in India, the UIDAI, the Stock Exchanges and Depositories. Furthermore, our Board has approved a proposal for one of our
Subsidiaries, PFPL, to re-apply to the RBI, for a certificate of registration to commence and carry on business as a type-II non-
banking finance company (non-deposit taking) (“NBFC-ND II”). Additionally, PFPL has filed an application dated November
4, 2025 with the RBI, for a certificate of registration to commence and carry on business as a type-II non-banking finance
company (non-deposit taking).
197In addition to being regulated, we also undergo regular audits and assessments by external parties and industry bodies, including
NPCI, banking partners, lending partners, stock exchanges, payment networks and other parties. In Fiscal Year 2025, we
completed 53 such external audits and certifications, which demonstrate high standards of governance and compliance.
Our In-house Technology Stack
We have built the technology at PhonePe with the core aim of delivering reliability, scalability, security and cost efficiency at
scale. At the heart of our approach is a belief that true differentiation comes not just from the application layer but from owning
and engineering the entire technology engine - from infrastructure to application and beyond. As the application experience is
becoming increasingly commoditised and indistinct, players with an ability to build and control the full technology stack have
a powerful competitive moat, according to the Redseer Report (chapter 7, page 187), which enables faster, more nimble
innovation.
Our technology is built on four foundational layers, each designed to reinforce this differentiation and help us scale with speed,
resilience, and trust.
Note: OLAP stands for Online Analytical Processing; OLTP stands for Online Transaction Processing; DC stands for Data Centres.
1. Infrastructure as a Service (“IaaS”): At the foundation of PhonePe’s technology stack is infrastructure that is self-
managed, on-premises and designed for performance, scale and control. The compute layer spans over 1.04 million
cores, which are the fundamental processing units of a Central Processing Unit (“CPU”), with 30.95 petabytes of
storage under active management as of September 30, 2025. The compute layer is hosted in PhonePe-managed data
centres, using custom-configured hardware and networks that offer cost efficiency and reliability. PhonePe employs a
mix of air-cooled, direct liquid cooling, and liquid immersion cooling servers to drive energy-efficient operations. We
have also built our own software systems for managing computing and storage resources, which contribute to better
infrastructure utilisation and performance. This architecture enables complete control over data localisation,
cybersecurity protocols, and cost efficiencies. Furthermore, PhonePe enables seamless operations through multi-
layered resilience — each data centre has hardware-level redundancy across storage, network, and compute, while
cross-site systems run in active-active or active-passive modes with instant switch-over. Each site can independently
handle the workload across categories and instruments, if another faces an outage.
2. Platform as a Service (“PaaS”): Built atop this infrastructure is a PaaS layer that abstracts common infrastructure
capabilities into software services that are usable regardless of business use case, enabling rapid and secure application
deployment at scale. A dedicated in-house team continuously evolves these central platforms to meet enterprise-grade
standards of performance, reliability, and security. The services are designed for population-level scalability and are
hardened by serving the demanding needs of the payments business in the past. For instance, the payment processor
handled over 303.42 million consumer transactions and 140.40 million merchant transactions daily, with a peak
throughput of 22,369 transactions per second in the six months period ended September 30, 2025. The FRA rule
evaluation engine processed over 516.45 million evaluations per day with a median latency of 9.4 milliseconds in the
six months period ended September 30, 2025. We also managed an event ingestion volume of 141.15 billion total
events processed per day as of September 30, 2025. We believe this maturity directly benefits all new business lines
by providing a stable, compliant, and high-performing foundation. Security measures, operational controls, and
198regulatory compliance frameworks are embedded at the platform level, simplifying adoption for new teams.
Applications launched on this stack can rely on scale, observability, and resilient uptime without rebuilding core
capabilities. New regulated businesses inherit audit-ready systems, reducing their go-to-market time. In essence, PaaS
empowers teams to focus on business logic while leveraging proven infrastructure.
3. Software as a Service (“SaaS”): PhonePe’s SaaS layer delivers reusable internal components that are designed for
scale, reliability, and high performance. These include critical capabilities such as payments processing, user
onboarding, KYC, fraud detection and more — packaged as APIs and internal services that behave like third-party
SaaS tools. Built and maintained by dedicated central technology teams, these services are deeply integrated with the
rest of the PhonePe technology stack and hardened by the rigorous demands of the payments vertical. Our Company,
Subsidiaries and new business verticals can plug into these services without rebuilding foundational components,
accelerating innovation cycles and reducing time to market. This also unlocks cost efficiencies as teams can focus on
vertical-specific product development without needing to duplicate efforts on common capabilities. Instead of running
multiple redundant instances, one central system handles scale for all. For example, as of September 30, 2025, KYC-
as-a-Service enabled 144,731 daily KYC verifications. This design philosophy enables applications to receive a strong
foundation from day one, with speed, efficiency, and intelligence built in.
4. Data Intelligence: The topmost layer of the stack is a data intelligence system that transforms our large-scale data
flows into actionable insights for both systems and humans. This is built on a three-pronged architecture comprising
real-time intelligence from streaming data, business intelligence from historical data, and a construct called Knowledge
Stores that blends the two to deliver contextual decision-making. This Data Intelligence layer powers a range of use
cases across the business — from fraud detection and incentive optimisation to personalisation and operational
automation. We handled over 12.82 million customer support tickets monthly, with 94.37% resolved through
automation in the month of September 2025. “Yatra”, our in-house engine that deepens and broadens customer
engagement across payment use cases, tracked 1,086 daily user journeys and triggers 594.93 million real-time nudges
that guide users contextually as of September 30, 2025. Real-time intelligence enables fast, localised decisions
embedded directly in product journeys, compliance checks, and risk systems, while deeper analytics support strategic
decisions and tuning of business processes. Edge Machine Learning (“EML”) models deliver intelligent nudges on
the consumer’s device to improve user experience without the data leaving the local device; merchandising engines
improve conversion through personalised cross-sell and up-sell; and predictive models are used to optimise marketing
campaigns based on long-term user value, improving return on investment and reducing cash burn. The Data
Intelligence layer is built on a data mesh architecture that supports scaling across teams while maintaining governance
and traceability. As we harness data to drive intelligence across our ecosystem, we take data responsibility seriously,
placing emphasis on both data privacy and security. To facilitate data privacy, we follow a consent-based data
governance framework in which data use is aligned to specific purposes and underpinned by user consent, including
both explicit permissions and consents obtained through acceptance of applicable terms and conditions. Personal
information is collected, stored, used, and shared in accordance with applicable laws and regulations. In terms of data
security, PhonePe’s Consumer and Merchants Payments data is primarily hosted in self-managed data centres located
on third party premises within India, providing control over storage location and compliance with data residency and
localisation norms. Our dedicated in-house Information Security and Application Security teams implement end-to-
end cybersecurity measures spanning hardware to software, with regular cybersecurity audits to validate adherence to
regulatory and industry standards.
Our technology stack has received awards and recognitions such as “Best Tech for Payments” in 2023 at IAMAI’s 13th India
Digital Awards and “Best FinTech App” in 2023 and 2024 at IAMAI’s 13th and 14th India Digital Awards, respectively. As of
September 30, 2025, we had an engineering, information technology and product team of 1,880 employees dedicated to
delivering solutions for our users. Since the launch of the PhonePe app in 2016 through September 30, 2025, we invested a total
of ₹33.73 billion towards technology infrastructure to stay ahead of evolving user needs, industry demands, technological
advancements and market trends.
Our GenAI Program
Our generative AI (“GenAI”) program is structured around four strategic tracks: enabling infrastructure, development
efficiency, organisational productivity, and consumer products. We believe these efforts reflect our commitment to embedding
AI across the company to unlock scale, efficiency, and innovation.
• Enabling Infrastructure: To build a foundational layer, a dedicated GenAI core group is set up to support these
initiatives by unblocking challenges related to model hosting, model routing and data controls. With multiple use cases
already in production and many more in proof-of-concept stages, we are aiming to lay a strong bedrock for a scalable,
AI-powered future at PhonePe.
199• Development Efficiency: To enhance developer productivity, we are mapping each stage of the software development
lifecycle to GenAI tools that improve speed and quality without compromising governance. These tools assist with
code writing, generating standard code updates, creating test cases, and organising technical documentation. They help
engineers work faster and more efficiently, while also making it easier for new developers to onboard and access the
information they need.
• Organisational Productivity: To boost organisational productivity, we are deploying cross-function GenAI tools to
improve day-to-day workflows. We are identifying specific automation opportunities across functions such as using
image recognition for merchant business profiling, and customer support bots for helping us stabilise operational
headcount while increasing output.
• Consumer Products: GenAI is being integrated into customer-facing experiences to enhance relevance and
engagement. Notable pilots include advanced merchant business profiling based on large language models (“LLM”)
driven image extraction, and LLM-powered chat and voice bots for customer service.
Our Platforms
We offer products and services through multiple digital platforms that, together, enable any Indian with access to a mobile
phone to “send, spend, manage, and grow” money. These offerings are provided through the PhonePe Platform (PhonePe
Consumer app and the PhonePe Business app), Share.Market and Indus Appstore. Our products and services are developed to
address large markets, as well as Tier-2+ cities where Financial Services are most underpenetrated and have substantial TAM
for Financial Services, according to the Redseer Report (chapter 7, page 189).
1. PhonePe Platform
Before the launch of UPI, Indian consumers faced challenges in the payments industry such as lack of reliable and simplified
payment solutions with high success rates at checkout, according to the Redseer Report (chapter 2, page 162). We launched
the PhonePe app in August 2016 with the aim to provide a fast, reliable and secure digital payments system that could enable
digital payments for millions of users simultaneously and handle the associated challenges such as scale, security and
concurrency. The PhonePe app utilises UPI, an instant real-time payment system in India, which was announced through a pilot
launch in April 2016 and launched publicly for live app usage in August 2016 by the NPCI. Following the pilot launch of UPI
in April 2016, in August 2016, we launched the PhonePe app, India’s first UPI app by a private non-bank player, as per NPCI
data, according to the Redseer Report (chapter 7, page 189).
Since then, UPI has expanded to become the foundational digital payment rails, which enables seamless transactions across
various payment products including Credit on UPI, Wallet on UPI, and Central Bank Digital Currency, according to the Redseer
Report (chapter 2, page 162). The PhonePe Platform leverages its arrangements with three sponsor payment service provider
(“PSP”) partner banks, Yes Bank Limited, Axis Bank Limited, and ICICI Bank Limited, and technology built on top of UPI to
power novel payment solutions. We also partner directly with various banks, NBFCs, insurers and other aggregators to offer
consumers and merchants a wide array of services.
Set out below is an overview of these products and offerings available to our consumers and merchants on the PhonePe Platform.
200Today, we have millions of consumers and merchants who trust the PhonePe brand as demonstrated by the fact that more than
99% of our customers on any given day use our platform again within the next 30 days and, on top of that, over this 30-day
window, their transactions on our platform increase over time. We believe this trend was largely driven by our speed, reliability,
and security. We further believe that the scale of the PhonePe Platform reflects that we are closely intertwined with key drivers
of India’s growth. The drivers of India’s growth include the rise of a young working population, expanding middle-class
households, increasing internet and smartphone penetration, and the rapid adoption of digital services such as payments, e-
commerce, financial services and healthcare, according to the Redseer Report (chapter 2, page 161). Set out below are certain
metrics that illustrate our population-scale and form the basis for our leadership in terms of Consumer Transactions and TPV.
Note:
See “— Select Consolidated PhonePe Group Operating Metrics” on page 212 for definitions. Data in this chart (besides those in the interfaces) is presented
as of September 30, 2025, for the month of September 2025 and for the six months period ended September 30, 2025.
For partners, such as telecom operators, utility billers, insurers, online travel agents, metro rails, and gold and silver sellers, we
leverage the PhonePe Platform’s advantage: payments data combined with daily interactions across millions of consumers and
merchants. This enables intelligent and efficient digital distribution of our partner’s product and services. We have also made
201a conscious strategic decision to not compete against our partners, and instead focus exclusively on being providers of (i)
technology and (ii) intelligent digital distribution solutions.
Presented below are additional details of PhonePe Platform offerings:
A. Consumer Payments
For consumers, the PhonePe app is designed to be an integral part of their daily life, offering a wide range of services. We
provide a fast, reliable, and secure digital platform that customers return to during the day for multiple use cases. These
comprehensive and multiple touchpoints across digital payments, daily services, and finance create a cycle that drives the
growth of the PhonePe Platform among consumers. Our offerings are structured into three key categories:
• Payments – including person-to-person money transfers, bill payments (electricity, water, gas, credit card, loan
repayments, insurance premiums payments, donations among a total of 33 sub-categories), offline payments through
QR scan-and-pay, online payments on various apps and websites, and gift cards.
• Digital Distribution Services – including mobile recharges, FASTag, direct-to-home (“DTH”), travel (bus, train,
flight and hotel) and transit (metro rails and cabs) booking, digital gold and digital silver transactions, National Pension
Scheme investment and vouchers.
• Others – such as deals, coupons, and bank balance checking.
202Our distribution strength, with both consumers and merchants, has allowed us to successfully launch and scale up a broader
bouquet of payments options, such as (i) UPI Circle payments, which allow a primary user to authorise a secondary user, for
example a family member or friend, to make transactions from the primary user’s bank account with set transaction limits, (ii)
Use of RuPay credit cards on UPI, enabling a domestic card network acceptance on UPI rails by linking a user’s credit card to
the user’s UPI ID, (iii) Wallet on UPI, (iv) UPI AutoPay, (v) PhonePe co-branded credit cards, and (vi) International UPI
transactions through partnerships in ten international markets as of September 30, 2025 (Singapore, the United Arab Emirates,
Qatar, Nepal, Sri Lanka, Bhutan, Mauritius, the United States, the United Kingdom, and European countries such as France),
enabling seamless UPI payments for our consumers when they travel abroad.
203While we maintain market leadership in overall customer-initiated transactions on UPI, we also hold substantial market share
in various other payment use cases and payment instruments, according to the Redseer Report (chapter 7, page 190).
Notes:
Source: Redseer Report
All market share data for Fiscal Year 2025, except for UPI P2P transactions, UPI AutoPay and Bharat Connect (formerly BBPS), which are for the six months
period ended September 30, 2025.
(1) P2P stands for person-to-person.
(2) Based on Transaction Volume.
(3) Based on TPV.
(4) Bharat Connect stands for the unified bill payments platform (formerly BBPS).
Over the period from December 2020 to September 2025, we have consistently sustained the #1 market position in terms of
number of transactions and TPV for customer-initiated transactions in UPI for 58 consecutive months, according to the Redseer
Report (chapter 7, page 189). The chart below illustrates our leadership in UPI transactions by value, highlighting the sustained
strength of our platform.
Source: Redseer Report
Note: All numbers are month exits.
Improving Customer Engagement and Conversion: We have consistently increased the conversion of users to active customers
in the last three Fiscal Years, reflecting the improving retention, engagement and trust of our platform. Consumer journeys are
powered by Yatra - our in-house user journey tracking engine that deepens and broadens customer engagement across payment
use cases.
204Notes:
All metrics are for PhonePe Platform.
FY stands for Fiscal Year.
(1) LTD Registered User Base refers to total unique users who have signed up with PhonePe Group by accepting the PhonePe terms & conditions, as of the
end of the first half of the fiscal year/reporting period.
(2) YAC refers to the count of unique Registered Users who have done at least one successful payment transaction, in the last 12 months counted from the
last month of the first half of the fiscal year/reporting period.
(3) MAC refers to the count of unique Registered Users who have done at least one successful payment transaction, in the last month of the first half of the
fiscal year/reporting period.
(4) DAC refers to the daily average count of unique Registered Users who have done at least one successful payment transaction, averaged for the days of
the last month of the first half of the fiscal year/reporting period.
Increased customer engagement on the PhonePe Platform is also demonstrated by our Daily Active Customers (“DAC”) as
percentage of Monthly Active Customers (“MAC”), which increased from 36.74% in March 2023 to 44.82% in September
2025.
Increasing retention of customers: For regular users, PhonePe app is embedded in consumers’ daily lives, powering everyday
tasks ranging from paying for morning commutes to during-the-day purchases, to evening payments, driving high customer
retention. As a result, our 30-day rolling retention rate (the percentage of customers who come back to transact on the PhonePe
app within the next 30 days of doing a transaction on any given day) stands at 99.23% as of September 30, 2025, and these
users conduct 62.58 transactions on an average within this 30-day window.
Increasing transactions per customer: The average PhonePe customer has multiple interactions with a breadth of services on
the PhonePe app throughout the day, underlining the trust placed by consumers and merchants in the PhonePe Platform. The
chart below sets out the monthly Transactions per Customer (“TPC”) growth over time for each set of new customers acquired
in January of 2018, 2019, 2020, 2021, 2022, 2023, 2024 and 2025, from the time such new customers were acquired.
205Our TPC cohort metrics demonstrate that (i) each year’s new customer cohort’s TPC increases over time, indicating higher
usage as tenure increases and (ii) newer customers exhibit higher TPC than older customers within the first 12 months itself,
indicating much faster adoption of our platform by new users due to higher number of use cases available with each passing
year. For more information refer to the TPC table below.
Notes:
All metrics are for PhonePe Platform.
(1) Cohorts refer to customers who transacted for the first time on PhonePe in the specified month and fiscal year.
(2) Number of new users is defined as the total users signed up on PhonePe in the particular month, identified by a mobile number.
(3) Tenure with PhonePe represents the number of months from the customer’s first transaction to September 30, 2025.
(4) TPC in the first month reflects the average number of transactions made by customers in the cohort during the month that they join PhonePe.
(5) TPC in September 2025 represents the average monthly transactions per customer during September 2025.
(6) Time to reach 30 transactions per customer per month is the number of months taken from the first transaction for a cohort to reach an average of 30
TPC. “—” denotes cohorts that have not yet reached this milestone.
B. Merchant Payments
PhonePe enables both offline stores and online businesses — across their websites and mobile apps — to seamlessly accept
Consumer Payments through a wide range of instruments. For merchants, this enhances the customer experience by offering
multiple payment options, including QR codes, Smartspeakers, EDC Machines, and PhonePe Payment Gateway services. We
support reliable digital payment acceptance with robust transaction settlement and reconciliation capabilities, helping to
improve operational efficiency for businesses of all sizes.
We go even beyond payments, offering a comprehensive suite of payments and related services for our merchants such as
lending and merchant business solutions. We, along with our lending partners, launched our Merchant Loan Distribution
206offering in March 2023 to enable credit for merchants’ business growth and working capital needs, alongside other solutions
that help streamline and grow their day-to-day operations.
We have achieved significant scale and engagement in our merchant ecosystem. As of September 30, 2025, we had 47.19
million LTD Registered Merchant Base on PhonePe Platform, covering more than 98.61% of all pin codes in India. Of these,
11.11 million merchants engage with us on a monthly basis, and 6.75 million on a daily basis as of September 30, 2025. Our
engagement and retention metrics have steadily improved, with our Daily Active Merchants (“DAM”) on PhonePe Platform as
a percentage of Monthly Active Merchants (“MAM”) on PhonePe Platform rising to 60.77% in September 2025 from 44.18%
in March 2023. Our Transactions per Monthly Active Merchant (“TPAM”) has more than doubled from 147.87 in March 2023
to 379.16 in September 2025.
The charts below highlight DAM as a percentage of MAM and increasing TPAM across March 2023 to September 2025.
Notes:
All metrics are for PhonePe Platform.
(1) DAM refers to the daily average count of unique Registered Merchants to whom at least one successful payment transaction was made, averaged for the
days of the last month of the first half of the fiscal year/reporting period.
(2) MAM refers to the count of unique Registered Merchants to whom at least one successful payment transaction was made in the last month of the first half
of the fiscal year/reporting period.
(3) DAM / MAM is computed as DAM as a percentage of MAM.
(4) TPAM for the relevant month is computed as Merchant Transactions in such month divided by monthly active merchants for that month.
The rise in both DAM (from 5.05 million in March 2023 to 6.75 million in September 2025) and TPAM has directly contributed
to the growth in Merchant Transactions and Merchant TPV over the years. On Merchant Loans Distribution, we have scaled
disbursals over the last three Fiscal Years, increasing from ₹0.11 billion in Fiscal Year 2023 to ₹17.18 billion in Fiscal Year
2072024, and to ₹45.07 billion in Fiscal Year 2025. Disbursals rose to ₹38.20 billion for the six months period ended September,
30 2025 as compared to ₹18.38 billion for the six months period ended September 30, 2024. These disbursals led Merchant
Lending revenue to increase from ₹1.99 million in Fiscal Year 2023 to ₹716.50 million in Fiscal Year 2024 and to ₹3,280.44
million in Fiscal Year 2025. Merchant Lending revenue reached ₹2,880.87 million for the six months period ended September
30, 2025 as compared to ₹1,325.49 million for the six months period ended September 30, 2024. In building and scaling our
merchant business, we have developed two foundational assets that provide notable advantages for PhonePe – not just for the
merchant vertical but as cross-leveraged capabilities across the broader organisation: (i) our pan-India sales network, and (ii)
the PhonePe Business app and web platform.
(i) Sales Network: As of September 30, 2025, we had a nationwide feet-on-street network of 25,657 sales team members
covering 96.96% of India’s pin codes, along with 31,019 agents commissioned through channel partners, which are
primarily focused on rural expansion. We believe this extensive on-ground presence is instrumental in building long-
term trust with our merchants. Through our ‘feet-on-street’ network, our sales team maintains direct merchant
relationships - driving onboarding, support, device deployment, loan distribution and general grievance redressal.
(ii) PhonePe Business App: Our PhonePe Business app and web platform is a purpose-built and comprehensive solution
for managing end-to-end payment needs. Merchants can use the platform to set up business profiles, receive transaction
confirmations, track settlements and reconciliations, and access integrated credit services. The offering includes
features such as self-onboarding, Smartspeakers and EDC Machines integration, and real-time access to transaction
and settlement data. As of September 30, 2025, 11.11 million monthly active merchant users (99.64% of MAM on
PhonePe Platform) engaged on the PhonePe Business app.
C. Lending Distribution
Our foray into Lending Distribution began with merchant loans in March 2023, followed by consumer loans in February 2024,
and by secured lending products in April 2024. These are digital offerings, designed to simplify credit access and management
for all users across India. For merchants, our platform facilitates the disbursement of collateral-free loans from our partner
financial institutions directly into their bank accounts upon approval. The Equated Daily Instalment (“EDI”) feature breaks
down repayments into equal, daily automated mandate based deductions, making credit more accessible and manageable for
small businesses, improving their financial health, and bringing them into the ambit of formal lending. For consumers, we offer
fully digital, unsecured personal loans. These products are designed with user-centric features, including competitive interest
rates, and flexible tenures, ensuring a transparent borrowing experience. We have also expanded our portfolio to include secured
lending products, such as loans against gold, loans against mutual funds, and vehicle loans, distributed on behalf of our partner
financial institutions. As of September 30, 2025, we have enabled total consumer and merchant loan disbursals of ₹142.70
208billion. We have been able to distribute loans across 98.91% of pin codes as of
September 30, 2025, going beyond Tier-1 and Tier-2 cities into the hinterlands of the
country.
Our ability to operate at scale and deliver differentiated value in the lending space is
rooted in the breadth and depth of the PhonePe ecosystem. The vast footprint gives us
a large reach and understanding of the Indian consumers and merchants. We believe the
ubiquity of usage, evidenced by 90.27 billion Customer Transactions and 42.66 billion
Merchant Transactions in Fiscal Year 2025, generates a unique and rich dataset.
We believe our competitive edge in the Lending Distribution business is anchored in a
set of differentiated capabilities that help us operate effectively at scale. Transactions
through our expansive footprint fuel our data intelligence capabilities in offering the
right products, enabling repayment and collections. Our distribution is further enhanced
by our Customer Relationship Management (“CRM”) platform, which powers cross-
channel orchestration across the lending lifecycle—from demand generation and loan
offer communication to timely reminders and repayment nudges. This system helps
optimise conversions and improve engagement across borrower journeys. On the
repayments front, we offer an integrated model that includes our EDI repayment
construct for merchants, enabling frictionless daily repayments through automated
deductions. Additionally, we are also able to offer a mandate-based auto-pay capability
for consumers in facilitating debits from the bank account. On the collections front, we
have a widespread omni-channel collections presence to collect dues, reduce portfolio
delinquencies and strengthen fraud prevention for our lending partners. By leveraging early warning signals derived from user
behaviour and transaction patterns, our platform enables timely and targeted interventions that improve collection outcomes.
We believe this supports the expansion of lending products to additional geographies and underserved customer segments.We
maintain partnerships with NBFCs and other financial institutions to broaden credit access, particularly for underserved
consumer and merchant segments—thereby expanding the total addressable credit market. These collaborations are
underpinned by our “low-code” integration infrastructure, which reduces partner onboarding time and accelerates go-live
timelines—helping lending partners bring new products to market faster. We are live with 56 partners across consumer lending,
merchant lending and secured lending products as of September 30, 2025, ensuring loan offers to a vast consumer and merchant
base.
D. Insurance Distribution
We launched our Insurance Distribution business in March 2020 with travel and
COVID-19 insurance products. This was followed by the launch of two-wheeler and
four-wheeler motor insurance in September 2020, and later, a diverse portfolio of other
insurance offerings including health, life, shop insurance and micro-insurance products
such as firecracker insurance, cyber insurance, and Kumbh Mela insurance in Fiscal
Year 2025. Our goal is to make insurance accessible, affordable, and frictionless for
consumers while enabling insurers to serve India’s digitally active population more
efficiently. We believe that we can become a trusted platform for insurance in India by
solving for accessibility and affordability, while bringing in transparency and enabling
best-in-class service when customers need it most.
As of September 30, 2025, we had sold 18.49 million cumulative insurance policies,
with a total premium value of ₹22.90 billion, on behalf of our 29 insurer partners.
According to the Redseer Report (chapter 7, page 190), as of Fiscal Year 2025,
PhonePe had a market share of 20-25% in the non-assisted two-wheeler digital
insurance market of ₹12.5-16.0 billion and 12-15% market share in the non-assisted
four-wheeler digital insurance market of ₹24.0-30.0 billion in terms of premium value.
The “non-assisted digital insurance” market for both two-wheeler and four-wheeler
excludes Point of Sales Person (“POSP”) model of insurance that are sold through
agents. According to the Redseer Report, PhonePe was among the early players to
introduce monthly premium options through UPI for health insurance among digital
payment industry peers and offered it through its partners that capture a majority share
in the health insurance market. Monthly premium option through UPI has since
become a popular feature offered by many platforms, according to the Redseer Report (chapter 7, page 191).
PhonePe offers a fully digital, self-serve insurance journey that is simple and transparent. Our distribution model gives users
access to a broad range of products from multiple insurers. For insurers, the platform provides access to a large, digitally active
209user base with lower distribution costs, enabling them to reach customer segments and locations that are difficult to serve
through traditional models. The digital journey enables structured data entry while reducing the need for manual inputs.
Our data infrastructure further supports Insurance Distribution by enabling use of behavioural and transactional indicators for
product configuration. Pre-filled forms and verified user data help streamline the purchase journey. On the insurer side, data
signals support segmentation, risk assessment, and targeting across products, geographies, and cohorts. The platform also allows
insurers to test and refine offerings using real-time user feedback and interaction patterns.
2. New Platforms
We have invested in building, and are rapidly scaling, two New Platforms focused on the Indian market, further unlocking the
flow of money and access to goods and services digitally.
A. Share.Market
Launched in August 2023, Share.Market is a stock broking and mutual funds distribution platform, offered through a separate
app, for investors to explore, invest and trade in stocks, exchange traded funds (“ETFs”),
futures and options, pre-built “WealthBaskets” of stocks and ETFs and mutual funds, among
others. Share.Market helps Indians in their digital investing and wealth management
journeys through research-led intelligence combined with ease of execution and
convenience.
Share.Market addresses the Equities and Derivatives and Asset Management market
opportunity. According to the Redseer Report (chapter 7, page 189), in Fiscal Year 2025,
the TAM for Equities and Derivatives traded value is ₹225 trillion and for Asset
Management in terms of assets under management (“AUM”) is ₹84 trillion.
Share.Market’s “right to play” (i.e., our ability to enter and participate meaningfully in the
market) stems from PhonePe Platform’s large and engaged consumer base along with
advanced technology capabilities and full integration with the PhonePe app’s robust
payments stack – such as direct debit from bank accounts – enabling seamless and
convenient consumer journeys.
Share.Market’s “right to win” (i.e., our ability to succeed and stand out in the market) is
anchored in providing quantitative research and assistance, seamlessly embedded across all
product flows, from generating investment ideas to execution and tracking. We believe this
is complemented by assisted journeys and context-aware customer support.
As of September 30, 2025, the AUM of our Mutual Funds distribution business stood at
₹58.38 billion with 2.33 million SIPs being executed every month. Furthermore, as of September 30, 2025, we have opened
1.26 million demat accounts through Share.Market, of which 37.48% were sourced via the PhonePe Platform – underscoring
the strength of our distribution network and the synergistic value of cross-leveraging the core PhonePe Platform to drive the
adoption of new apps under the New Platforms strategy.
B. Indus Appstore
Launched in February 2024, Indus Appstore is India’s first and only indigenous app store created by a private player, according
to the Redseer Report (chapter 7, page 191). The Indus Appstore is an Android-based mobile app marketplace that enables
210users to browse, download, and update mobile applications and play digital games on the
platform. It supports app discovery and downloads across a wide range of app categories,
offering a convenient experience for multiple use cases.
The Indus Appstore draws on the strengths of the PhonePe Group to deliver a unique
proposition in a large and fast-growing market. Its competitive advantage is derived from the
strategic synergies with our existing ecosystem. These include brand trust, reach and
payments infrastructure such as payment gateways for in-app billing needs. In addition, it
leverages our central technology platforms for use cases such as data analytics, and user
engagement tools. Together, these factors enhance the app store’s functionality and user
experience, providing a strong foundation for user and developer acquisition.
The platform’s “right to win” (i.e., our ability to succeed and stand out in the market) is driven
by a strategy that addresses local market needs. For developers, Indus Appstore offers reach
to millions of users, free listing, multi-lingual storefront, actionable analytics, local and fast
customer support and flexibility to choose any third-party payment gateway without any
restrictions for their in-app billing needs. For consumers, Indus Appstore provides access to
popular apps and games in 12 Indian languages in addition to English as of September 30,
2025, regional voice search, content-led discovery, easy login and seamless portability.
We have partnered with multiple leading original equipment manufacturers (“OEMs”) -
Xiaomi India, Motorola, Lava and Alcatel - to embed Indus Appstore on all their smartphones
sold in India.
Our Consolidated PhonePe Group Financial Performance
We have been focused on executing our financial strategy on the back of two key financial pillars: (i) consistent revenue growth
with diversification of revenue streams, and (ii) continued improvement in profitability and cash generation. These two pillars
have been instrumental in guiding our approach during the period from Fiscal Year 2023 to Fiscal Year 2025, with the goal of
achieving revenue scale and diversification, rapid growth, profitability and cash generation.
(i) Consistent Revenue Growth with Diversification of Revenue Streams: We have demonstrated growth at scale with
revenue from operations increasing from ₹29,142.87 million in Fiscal Year 2023 to ₹71,148.58 million in Fiscal Year
2025, representing a compound annual growth rate (“CAGR”) of 56.25%.
(Amount in ₹ million, unless otherwise stated)
Particulars For the six months period For the fiscal year ended March 31, CAGR
ended September 30,
2025 2024 2025 2024 2023 From Fiscal Year
2023 to Fiscal Year
2025
Revenue from 39,184.69 32,075.16 71,148.58 50,641.33 29,142.87 56.25%(1)
operations
Note:
(1) The CAGR of revenue from operations from Fiscal Year 2023 to Fiscal Year 2025 is calculated as dividing the revenue from operations in
Fiscal Year 2025 by the revenue from operations in Fiscal Year 2023, raised to one divided by two years, and subtracted by one.
This robust top-line growth has been strategically complemented by the successful diversification of our business. The
revenue contribution from our Merchant Payments business increased substantially from 14.75% in Fiscal Year 2023
to 27.99% in the Fiscal Year 2025 and 30.78% in the six months period ended September 30, 2025. In addition, the
contribution from our Lending and Insurance Distribution services as a percentage of revenue from operations grew
from 0.96% in Fiscal Year 2023 to 7.84% in the Fiscal Year 2025 and 11.55% for the six months period ended
September 30, 2025.
(ii) Focus on Improvement in Profitability and Cash Generation: This period of high growth has been approached with a
focus on maintaining financial discipline. Our restated profit/ (loss) was ₹(17,274.10) million in Fiscal Year 2025 and
improved by ₹10,686.59 million between Fiscal Year 2023 and Fiscal Year 2025. Our Profit/ (loss) Margin improved
from (90.68)% for Fiscal Year 2023 to (22.64)% for Fiscal Year 2025. We achieved profitability on an Adjusted
EBITDA and Adjusted profit basis in Fiscal Year 2024 and further strengthened our financial position by becoming
Adjusted EBIT profitable and generating Free cash in Fiscal Year 2025. For a reconciliation of non-GAAP measures,
see “Other Financial Information – Non-GAAP Financial Measures – Reconciliation of non-GAAP measures” on page
380.
211Notes:
(1) Adjusted EBITDA margin percentage is derived by dividing Adjusted EBITDA by revenue from operations.
(2) Free cash generated refers to the aggregate of net cash flows generated from/ (used in) operating activities, purchase of property, plant and equipment,
including capital advances, capital work in progress and other intangible assets, proceeds from sale of property, plant and equipment, payment of
principal portion of lease liabilities and interest on lease liabilities.
(3) Adjusted profit margin percentage is derived by dividing Adjusted profit/ (loss) by total income.
(4) Bank balances and Investments represents aggregate of current investments, cash and cash equivalents, bank balances other than cash and cash
equivalents and non-current bank deposits.
(5) For a reconciliation of non-GAAP measures, see “Other Financial Information – Non-GAAP Financial Measures – Reconciliation of non-GAAP
measures” on page 380.
We seek to maintain a minimum cash buffer and balance the dual objectives of profitability and long-term growth, in line with
our financial pillars. We will reinvest in driving continued growth of the PhonePe Platform while also further building and
scaling up the New Platforms. We believe this will help us achieve our objectives of continued growth as well as diversification
of our revenue streams across different services on the PhonePe Platform and the New Platforms.
Select Consolidated PhonePe Group Operating Metrics
The following table sets forth certain operating metrics for the years indicated:
Metrics Unit As of and for the six months As of and for the fiscal year ended March
period ended September 30, 31,
2025 2024 2025 2024 2023
LTD Registered User Base(1) million 657.56 578.59 618.40 534.97 455.41
Yearly Active Users (YAU)(2) million 420.74 378.84 402.90 349.02 301.12
Monthly Active Users (MAU)(3) million 301.29 270.56 290.33 252.42 207.52
Daily Active Users (DAU)(4) million 156.00 133.27 148.41 121.01 92.76
Yearly Active Customers (YAC)(5) million 305.51 271.81 290.24 250.15 207.81
Monthly Active Customers (MAC)(6) million 237.75 212.85 230.08 197.43 160.73
Daily Active Customers on (DAC)(7) million 106.56 91.38 102.10 82.09 59.06
Customer Transactions(8) billion 53.40 41.96 90.27 62.36 39.67
Customer TPV(9) ₹ trillion 73.70 61.98 132.70 100.22 69.55
Monthly Active Merchants (MAM)(10) million 11.11 11.27 11.31 11.45 11.43
Daily Active Merchants (DAM)(11) million 6.75 6.51 6.77 6.20 5.05
Merchant Transactions(12) billion 24.96 19.93 42.66 26.96 15.81
Merchant TPV(13) ₹ trillion 8.51 7.01 15.00 11.00 7.55
Notes:
The metrics included in the table above are for the PhonePe Platform.
(1) Total unique users who have signed up with PhonePe Group by accepting the PhonePe terms & conditions, as of the end of the first half
of the fiscal year/reporting period.
(2) Count of unique Registered Users, who have either opened the PhonePe app or initiated a transaction, in the last 12 months from the
last month of the first half of the fiscal year/reporting period.
(3) Count of unique Registered Users, who have either opened the PhonePe app or initiated a transaction, in the last month of the first half
of the fiscal year/reporting period.
(4) Daily average count of unique Registered Users who have either opened the PhonePe app or initiated a transaction, averaged for the
days of the last month of the first half of the fiscal year/reporting period.
212(5) Count of unique Registered Users who have done at least one successful payment transaction, in the last 12 months counted from the
last month of the first half of the fiscal year/reporting period.
(6) Count of unique Registered Users who have done at least one successful payment transaction, in the last month of the first half of the
fiscal year/reporting period.
(7) Daily average count of unique Registered Users who have done at least one successful payment transaction, averaged for the days of
the last month of the first half of the fiscal year/reporting period.
(8) Total successful payment transactions by PhonePe customers in the first half of the fiscal year/reporting period.
(9) Total payment value of the Customer Transactions in the first half of the fiscal year/reporting period.
(10) Count of unique Registered Merchants to whom at least one successful payment transaction was made in the last month of the first half
of the fiscal year/reporting period.
(11) Daily average count of unique Registered Merchants to whom at least one successful payment transaction was made, averaged for the
days of the last month of the first half of the fiscal year/reporting period.
(12) Total successful payment transactions made to Registered Merchants in the first half of the fiscal year/reporting period.
(13) Total payment value of the Merchant Payment transactions made to Registered Merchants in the first half of the fiscal year/reporting
period.
Select Consolidated PhonePe Group Financial Metrics
The following table sets forth certain financial metrics for the periods/fiscal years indicated:
Metrics Unit For the six months period For the fiscal year ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Total income(1) ₹
41,745.07 34,597.08 76,313.82 57,222.00 30,834.34
million
Revenue from operations(2) ₹
39,184.69 32,075.16 71,148.58 50,641.33 29,142.87
million
Growth in revenue from operations (%, YoY / %
22.17% NA 40.50% 73.77% NA
PoP)(3)
Adjusted EBITDA(4)(14) ₹
2,539.09 5,047.98 14,771.92 6,518.81 (3,754.59)
million
Adjusted EBITDA Margin(5)(14) % 6.48% 15.74% 20.76% 12.87% (12.88%)
Adjusted EBIT(6)(14) ₹
(3,138.32) (1,414.06) 1,168.81 (4,646.85) (9,120.47)
million
Adjusted EBIT Margin(7)(14) % (8.01)% (4.41)% 1.64% (9.18)% (31.30)%
Restated profit/ (loss) before share of profit of ₹
(18,947.61) (12,203.19) (17,627.15) (20,320.91) (28,228.00)
associate, exceptional item and tax(8) million
Restated profit/ (loss)(9) ₹
(14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69)
million
Profit/ (loss) Margin(10)(14) % (34.60)% (34.78)% (22.64)% (34.88)% (90.68)%
Adjusted profit/ (loss)(11)(14) ₹
(660.28) 1,120.42 6,304.52 1,969.95 (7,387.57)
million
Adjusted profit/ (loss) Margin(12)(14) % (1.58)% 3.24% 8.26% 3.44% (23.96)%
Net cash flows generated from/ (used in) ₹
(1,172.71) 10,126.52 12,019.84 (6,291.52) (7,682.50)
operating activities million
Free cash generated/ (used)(13)(14) ₹
(5,218.33) 2,501.61 1,904.76 (20,850.74) (22,306.54)
million
Notes:
The metrics included in the table above are for the overall PhonePe Group.
(1) Total income means revenue from operations and other income.
(2) Revenue from operations means revenue generated by our Company from sale of services and other operating revenue.
(3) Growth in revenue from operations percentage is calculated as a percentage of revenue from operations of the relevant fiscal period/ year minus revenue
from operations of the preceding fiscal period/ year, divided by revenue from operations of the preceding fiscal period/ year.
(4) Adjusted EBITDA is calculated as restated profit/ (loss), before other income, finance costs, depreciation and amortisation expense, share of profit of
associate, net of taxes, exceptional item, total tax expense/ (credit) and share based payments.
(5) Adjusted EBITDA margin percentage is derived by dividing Adjusted EBITDA by revenue from operations.
(6) Adjusted EBIT is calculated as restated profit/ (loss), before other income, finance costs, share of profit of associate, net of taxes, exceptional item, total
tax expense/ (credit) and share based payments.
(7) Adjusted EBIT margin percentage is derived by dividing Adjusted EBIT by revenue from operations.
(8) Restated profit/ (loss) before share of profit of associate, exceptional item and tax is calculated as restated profit/ (loss) before share of profit of associate,
net of taxes, exceptional item and total tax expense/ (credit).
(9) Restated profit/ (loss) means profit / (loss) for the relevant fiscal period/ year.
(10) Profit/ (loss) margin percentage is derived by dividing restated profit/ (loss) by total income.
(11) Adjusted profit/ (loss) is calculated as restated profit/ (loss), before exceptional item and share based payments.
(12) Adjusted profit/ (loss) Margin percentage is derived by dividing Adjusted profit/ (loss) by total income.
(13) Free cash generated/ (used) refers to the aggregate of net cash flows generated from/ (used in) operating activities, purchase of property, plant and
equipment, including capital advances, capital work in progress and other intangible assets, proceeds from sale of property, plant and equipment,
payment of principal portion of lease liabilities and interest on lease liabilities.
(14) For a reconciliation of non-GAAP measures, see “Other Financial Information – Non-GAAP Financial Measures – Reconciliation of non-GAAP
measures” on page 380.
213------------------
Our Competitive Strengths
Set forth below is a summary of our key strengths, which are intricately linked and reflect our differentiated approach to building
digital platforms for India.
1. Long-Term and Strategic Approach to Building New Businesses
At PhonePe, we believe our long-term orientation stems from the conviction and commitment of our founding team
to solve meaningful, large-scale problems for India, such as payments, financial services, merchant solutions and app
distribution. From early in our business, we have focused on building for scale, sustainability, and societal impact. We
believe this stability has created deep organisational memory, strategic clarity and execution consistency.
This long-term mindset is visible in our key decisions. For instance, the strategic choice to invest in building our own
data centres, rather than relying on third-party cloud services, reflects our conviction in owning mission-critical
infrastructure. This investment enables compliance with India’s data localisation norms, improves cost and
performance.
2. Highly Tenured Leadership Team with Strong Focus on Organisational Culture and Governance
Our Company is led by its founding team with decades of experience in the technology industry, supported by a
seasoned executive team and an experienced, independent Board, with a long-term orientation, strong organisational
culture and a commitment to high standards of governance. For more details, refer “Our Business – Our Experienced
Leadership Team Fostering a Thriving Organisational Culture” on page 196.
3. Cutting-Edge Technology and Intellectual Property Stack
We have built an in-house technology stack across infrastructure, platform, software and data intelligence layers,
designed for performance, reliability, scalability, security and cost efficiency at population-scale, with ownership and
control across the full technology engine. For more details, refer “Our Business – Our In-house Technology Stack”
and “ – Our Technology Infrastructure” on pages 198 and 227, respectively.
4. Trusted Brand across the Length and Breadth of India
PhonePe is India’s most downloaded Android mobile app owned by an Indian company (in the ‘Finance’ category)
with the highest number of Daily Active Users at 156.00 million in the six months period ended September 30, 2025,
as per Sensor Tower data, according to the Redseer Report (chapter 7, page 191). The strength of the PhonePe brand
is also reflected in independent third-party accolades received such as “Best Brands 2024” at Times Group BFSI Best
Brands 2024. Trust from our users is best reflected in how their engagement deepens with time. As shown in the table
on page 217 in “Our Business Offerings”, our TPC continues to increase steadily over a 30-day window, underscoring
214how user activity on PhonePe strengthens the longer they are with us. This pattern of growing engagement is anchored
by strong repeat behaviour: of our 106.56 million daily active customers in September 2025, 99.23% return to the
platform within the next 30 days, choosing PhonePe again and again for their everyday payments. Importantly, this
trust extends across the length and breadth of the country: of our 657.56 million LTD Registered User Base, 65.22%
come from Tier-2+ cities, which we believe makes PhonePe a genuine reflection of India itself. We believe over the
years, PhonePe has become synonymous with payments, a position built on this deep, broad-based trust. We believe
our consumers and merchants trust the PhonePe brand for its reliability, security and user experience. According to
the Kantar BrandZ Most Valuable Indian Brands Report 2024, PhonePe is the Category Leader and Most Valuable
Brand in the Payment Networks category in India. We believe that we have been able to gain this trust of our users by
establishing strong relationships with them.
5. Market Leadership in a High-Frequency Payments Business
India’s digital Consumer Payments TPV reached ₹301 trillion (approximately US$3.5 trillion) in Fiscal Year 2025
and is projected to grow at 15-18% CAGR reaching ₹602-681 trillion (US$ 7.1-8.0 trillion) by Fiscal Year 2030, while
digital person-to-merchant (“P2M”) payments reached ₹112 trillion (US$ 1.3 trillion) in Fiscal Year 2025 and is
projected to grow at 20-22% CAGR reaching ₹278-302 trillion (US$ 3.3-3.6 trillion), according to the Redseer Report
(chapter 7, page 188). In the six months period ended September 30, 2025 and Fiscal Year 2025, we were the largest
online transaction platform in India in terms of TPV according to the Redseer Report (chapter 7, page 189). Over the
period December 2020 to September 2025, PhonePe has consistently sustained the #1 market position, in terms of
number of transactions and TPV for customer-initiated transactions in UPI for 58 consecutive months, as per NPCI
data, according to the Redseer Report (chapter 7, page 189).
We believe our market-leading scale and position in the Indian digital payments market is difficult to replicate, and
creates substantial opportunities for us to capture a large share of the future growth in India’s large and fast-growing
digital payments landscape. This leadership in India’s digital payments is built on our combination of technological
capabilities, executional excellence, brand trust, strategic long-term approach to capital investments, and a stable
management team.
We believe that our scale and market presence have helped us build a market-leading distribution network that reaches
across India at population-scale, evidenced by PhonePe’s LTD Registered User Base of 657.56 million and the LTD
Registered Merchant Base of 47.19 million. Our consumer and merchant base extends beyond metro and Tier-1 cities
to population segments in Tier-2+ cities, where Financial Services are underpenetrated, enabling us to participate in
India’s growth opportunity across the country.
6. Strong Operating Model Combining Scale, Growth, Diversification, and Financial Performance
We have been focused on executing our financial strategy through revenue growth with diversification and
improvement in profitability and cash generation, supported by scale across consumer and merchant businesses and a
disciplined approach to platform monetisation. For more details refer “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Our Business Model” on page 388.
------------------
Our Growth Strategies
While we have already built, and are operating, an ecosystem of multiple digital platforms at population scale including India’s
largest digital payments platform, according to the Redseer Report (chapter 7, page 189), we intend to continue investing in
increasing our user base along with the addressable market and further scale up our platforms by leveraging our competitive
strengths and advantages. The strategies included below have been taken on record and approved by our Board of Directors, by
way of their resolution dated September 23, 2025. In addition to this, in the ordinary course of business over the course of the
relevant year, our Board of Directors, from time to time, have discussions and note on strategies of the Company.
Our key growth strategies are:
1. Grow the PhonePe Platform Profitably
We are committed to growing our digital payments business. India’s TAM for digital Consumer Payments TPV is
₹301 trillion in Fiscal Year 2025 and is projected to be ₹602-681 trillion by Fiscal Year 2030, according to the Redseer
Report (chapter 2, page 164).
A. Expand and Monetise Consumer Base in Digital Payments Business by Deepening Penetration and Distribution
215We are dedicated to enabling market creation and expansion, rather than mere participation in the existing market
opportunity. We aim to bring more users into the Indian digital ecosystem through our innovative, inclusive and
diverse product offerings, thereby contributing to overall market expansion and growth. The user base for
smartphones in India is 692-706 million in Fiscal Year 2025 with a penetration of 48-49% based on total
population of 1,455 million and is further projected to reach 960-1,080 million by Fiscal Year 2030, reflecting a
7-9% CAGR, according to the Redseer Report (chapter 1, page 159), thereby bringing more smartphones used by
Indians for us to target. Additionally, feature phone users in India are estimated at 200-300 million in Fiscal Year
2025, accounting for approximately 14-21% penetration, according to the Redseer Report (chapter 1, page 159).
In furtherance of this, in June 2025, we purchased conversational engagement platform Gupshup’s “GSPay”
technology stack for enabling UPI-based payments for feature phones. Beyond feature phone solutions, we are
also focused on future consumer-facing opportunities such as enabling all forms of credit on UPI, building transit
solutions across all modes of transportation, and expanding consumer touchpoints through smart and connected
devices across homes and vehicles. We are committed to continuously enhancing and refining our product
offerings to drive adoption of our PhonePe app and close the gap between our Year Active Customers (“YAC”)
and the overall number of the smartphone users in India. As of March 31, 2025, we have 290.24 million YACs,
representing 41-42% of the 692-706 million smartphone population in India, according to the Redseer Report
(chapter 7, page 191). We believe this presents significant headroom for growth as we deepen our penetration
and expand our reach within the Indian digital ecosystem.
UPI has become the digital payment rails of the country and with our market leadership in UPI payments,
according to the Redseer Report (chapter 2, page 164), we are well positioned to leverage this trend. UPI has
become a household phenomenon by powering payments for millions of users in use cases like money transfers,
utility payments, offline and online Merchant Payments, according to the Redseer Report (chapter 2, page 164).
We believe PhonePe’s brand equity, network effect, seamless onboarding and user journeys allow us to acquire
customers efficiently and in turn gives us significant leverage in scaling our new product offerings in digital
payments.
B. Monetise Merchant Base in Digital Payments Driven Business by Deepening Engagement and Introducing New
Products and Value-Added Services
Over the years, we have introduced offerings that cater to merchants’ evolving needs, help improve their business
operations and user experiences while creating new business opportunities, which drives higher daily
engagement with our merchants. Specifically, to capitalise on the evolution of business models that align with
India’s digital-led economic growth, we have distinct and targeted strategies for offline as well as online
merchants.
For online merchants, we offer payment solutions that seamlessly integrate into their businesses. We aspire to
provide unique offerings to online merchants which improve their customer experience thereby enabling a longer
lock-in and deeper engagement with us. For instance, PhonePe PG Bolt, a feature of our digital payment gateway
product, is designed to facilitate a one-click in-app payment experience through UPI, Cards and PhonePe Wallet.
This offering eliminates the need for redirection out of the merchant’s app or website to complete the transaction.
It provides greater control over the payment experience for the merchant and a seamless and fast checkout
experience for customers. Our advanced digital payment solutions, combined with PhonePe’s extensive user
base, facilitates merchants in their business by enabling them to reach and serve their customers more effectively.
For offline merchants, we are focused on developing solutions that address their unique operational and financial
needs. This includes introducing more device form-factors that bridge the functionality, utility and hardware gap
between traditional EDC machines and Smartspeakers, allowing for more flexible and cost-effective payment
acceptance. We plan to offer a comprehensive merchant business solution that streamlines core retail operations,
optimises inventory and procurement processes, and strengthens customer engagement. By equipping merchants
with integrated tools that drive sales growth, improve supplier workflows, and deliver actionable data-based
business insights, the platform is intended to enhance overall store productivity, unlock monetisation
opportunities and deepen our role in the merchant ecosystem.
C. Grow Financial Services Distribution Businesses
We have broadened PhonePe Platform’s offering to include Lending and Insurance Distribution services to
capture the large opportunity in India’s financial services sector. There exists substantial opportunity in India’s
financial services sector, according to the Redseer Report (chapter 7, page 188). The TAM for Insurance is ₹12
trillion in Fiscal Year 2025 and projected to be ₹19-21 trillion by Fiscal Year 2030 and the TAM for Lending is
216₹115 trillion in Fiscal Year 2025 and is projected to be ₹207-226 trillion by Fiscal Year 2030, according to the
Redseer Report (chapter 7, page 189). Driving sustained growth of our Financial Services Distribution business
is also a key part of our revenue diversification strategy.
We intend to expand our Lending Distribution business, in partnership with financial institutions, by expanding
our partnership with existing credit providers and adding more partners, advancing up the value chain through
innovative distribution and building relevant capabilities, including origination, repayments and collections.
Using data insights, tech capabilities, and distribution scale, we aim to offer targeted credit products to consumers
and merchants, enable seamless repayments and collections, and help lending partners expand credit access—
particularly to underserved and new-to-credit segments—through fast, low-code integrations.
We also plan to continue growing our Insurance Distribution business by launching products for our insurer
partners based on data insights on our new, underserved and unserved cohorts of users. Further, to improve
insurance purchasing experience, we intend to simplify communications on product features, provide tele-
assistance in vernacular languages and build a robust recommendation engine to enable easier product selection.
2. Invest in New Platforms to Diversify our Business and Revenue Streams, with the Objective to Unlock Large New
Market Opportunities
Our proven track record of building and scaling up the PhonePe Platform, a large base of users across India, and a
scalable technology stack built in-house, gives us confidence to invest in and build the New Platforms for consumers
in a reliable, scalable, secure and cost-efficient manner. We plan to continue investing in New Platforms targeting
digital investing and wealth management – Share.Market and an indigenous mobile app store built for India – Indus
Appstore. Each of these is a large TAM opportunity which we plan to capitalise, leveraging our in-house technology
stack and the distribution and scale of PhonePe Platform, powered by a strong leadership and governance at the
bedrock.
3. Continue our Focus on Delivering Growth, Positive Profit and Generation of Free Cash
We believe our digital payments business will remain the cornerstone of expanding our user base, revenue growth and
continued monetisation. We aim to also diversify through the expansion of our Lending and Insurance Distribution
services as well as New Platforms. We intend to increase the mix of higher-margin products through cross-sell and
up-sell initiatives, thereby enhancing our profit position in addition to driving revenue growth.
We will continue to make investments in New Platforms to capture new and large market opportunities and drive long-
term top-line and bottom-line growth. We intend to primarily utilise our Bank balances and Investments and any Free
cash generated by the PhonePe Platform to invest in the New Platforms. We seek to maintain a minimum cash buffer
and balance the dual objectives of profitability and long-term growth, in line with our financial pillars. For a
reconciliation of non-GAAP measures, see “Other Financial Information – Non-GAAP Financial Measures –
Reconciliation of non-GAAP measures” on page 380.
As a Company, we intend to retain our focus on balancing growth with financial performance, pursuing our long-term
strategic goal of building an ecosystem of multiple population-scale digital platforms for Indians*.
*Our Board of Directors, by way of resolutions dated June 11, 2024 and September 23, 2025, inter-alia, approved the incorporation of a
wholly owned subsidiary and two step down subsidiaries, and approved the strategies for expansion, respectively.
------------------
Our Business Offerings
Our portfolio of digital platforms includes: (i) the PhonePe Platform for Consumer Payments along with Digital Distribution
Services, Merchant Payments, Lending Distribution and Insurance Distribution services and (ii) two New Platforms, which are
Share.Market (a stock broking and mutual funds distribution platform) and Indus Appstore (a Made-In-India Android app store).
(i) The PhonePe Platform
The PhonePe Platform’s suite of Payment services enables consumers and merchants to conduct transactions, whether on an
online or an offline merchant. With robust infrastructure and a user-friendly interface, the PhonePe Platform has become a
trusted partner for individuals and businesses alike, driving the adoption of digital payments and contributing to the financial
inclusion of millions.
217Consumer Payments
The PhonePe Platform offers customers the choice of using a host of payment instruments across a wide array of use cases.
These diverse payment methods provide optionality for consumers and empower them to choose the payment instrument that
suits their individual needs and preferences for any given transaction.
Note:
(1) Includes EMIs on RuPay Credit Card on UPI.
Unified Payments Interface (UPI)
The PhonePe app utilises UPI, which is a system that powers multiple bank accounts into a single mobile application (of any
participating bank), merging several banking features, seamless fund routing and Merchant Payments into one hood enabling
immediate money transfer through mobile device round the clock 24 hours a day, 365 days a year. NPCI conducted the pilot
launch of UPI with 21 member banks on April 11, 2016. In addition to core bank account-based UPI transactions, UPI offerings
on the PhonePe app include:
• UPI Autopay: The AutoPay functionality supports recurring payments, allowing customers to set up recurring e-
mandates using any UPI application for payments such as mobile bills, electricity bills, EMI payments,
entertainment/over-the-top subscriptions, insurance, mutual funds, and more.
• UPI Lite: This is a payment solution which is designed to process low value transactions that are below ₹1,000 in a
faster and pin-less manner. The solution runs off existing UPI ecosystem protocols for mobile phones to enable
commonality, compliance and system acceptance while providing adequate risk mitigation. UPI Lite experience is
intended to be a customer-friendly approach reducing load on core banking systems in real-time.
• UPI Circle: This is a solution where a payer can extend the authorisation to transact from their UPI account to an
individual with required limits. It enables a secondary user to perform transactions from the payer’s account with
minimum intervention and with adequate risk mitigations. This is a payment solution for users who do not use UPI
due to lack of enablement or wariness of digital payments such as unbanked young adults or senior citizens who may
need oversight and assistance.
Cards
• Pay through Credit Cards/Debit Cards: Customers can make payments using credit cards and debit cards on the
PhonePe app, benefiting from the convenience and security of card transactions. Cards can also be securely tokenised
on the platform for specific use cases under the Card-on-File Tokenisation (“COFT”) framework, enabling faster and
safer checkout experiences. As of September 30, 2025, 26.21 million users have tokenised their cards on the PhonePe
platform.
218• RuPay Credit Cards on UPI: RuPay Credit Cards can be linked to a UPI ID, thus enabling seamless, safe, and secure
payment transactions. This offers a digitally enabled credit card lifecycle experience for customers, enhancing ease-
of-use and increasing opportunities to utilise credit cards. Merchants benefit from increased consumption by
participating in the credit ecosystem with acceptance of credit cards via asset-lite QR codes.
• Credit Cards Distribution: We also provide co-branded credit cards in partnership with credit card issuers, including
SBI Card and HDFC Bank, as well as fixed-deposit-backed credit cards in partnership with Utkarsh Small Finance
Bank.
• Device Tokenisation: Our device tokenisation solution for credit and debit cards allows users to tokenise their cards
on the PhonePe app. These card tokens can be used across various use cases on the PhonePe app, including mobile
recharges, bill payments, travel bookings, insurance purchases and at online merchants where PhonePe Payment
Gateway services are integrated.
Wallet (PPI)
• Wallet: The PhonePe Wallet, a Prepaid Payment Instrument (“PPI”), offers customers the convenience to make fast
and one-click payments through pre-loaded digital wallets. After completing KYC procedures, users can increase their
wallet limits, perform person-to-person money transfers directly to other wallets and send money to bank accounts,
thereby enhancing their transactional capabilities.
• Wallet on UPI: The PhonePe Wallet is integrated with UPI, making it fully interoperable on UPI rails. This enables
users to pay using their wallet balance at any UPI QR or transfer money to any UPI handle, thereby enhancing
versatility and ease of use.
We offer a diverse array of Payment services designed to meet the needs of our consumer base. These include:
219• Person-to-Person Money Transfer: Enables money transfers easily and directly from the bank account or PhonePe
wallet of one person to another.
• Mobile Recharges and Bill Payments: Pay various bills, like electricity, broadband, credit card bills, loan repayments,
mobile recharges and top-ups for use cases such as mobile talk time and internet data packs along with high velocity
categories like FASTag and DTH.
• Travel and Transit Ticket Booking: Our travel and transit ticket booking solutions provide users with a convenient way
to manage their travel needs directly through the PhonePe app. With a suite of bus, flight, train, hotel and metro ticket
booking, customers can enjoy a hassle-free travel and transit experience. Customers also have access to exclusive
offers, on PhonePe, for travel and transit ticket booking solutions.
• Digital Gold and Digital Silver: On the PhonePe Platform, we offer our customer base affordable, convenient and
secure gold savings options. The PhonePe Platform facilitates the purchase of 99.99% purity-certified 24K gold
digitally by customers from existing players in this space. The gold that is purchased is stored securely in bank-grade
lockers. Apart from one-time purchases starting from an amount as low as ₹5, users can also save in gold via daily or
monthly SIPs with the flexibility to save in amounts starting from ₹10. Customers can also sell their gold holdings
anytime. We also provide customers the option to redeem their gold holdings in the form of physical gold coins and
jewellery. As of September 30, 2025, 13.83 million customers have purchased gold from the PhonePe platform. We
have also launched the purchase of silver in November 2025, allowing customers to buy silver as one time purchases
or via digital daily SIPs.
• Advertise on the PhonePe App: Our advertising platform allows businesses to reach a vast audience of users. With
options such as brand advertisements and rewards, merchants can increase visibility and drive user engagement. Our
platform offers targeted advertising solutions, enabling businesses to reach the right customer segments based on
factors such as location, spending power, and category affinity.
• Consumer Paying to Merchants
o Scan-and-Pay: Pay at brick-and-mortar stores like petrol stations, restaurants, and grocery stores by scanning
a QR code.
o Online Payments: Pay at any online merchant (such as shopping, food, travel, entertainment etc.) using
PhonePe as the payment method to enable a smooth and convenient checkout experience.
Merchant Payments
Our Merchant Payments services are designed to empower businesses and merchants of various sizes to accept digital payments
seamlessly and securely. We offer a range of solutions tailored to meet the diverse needs of our merchant partners. PhonePe
220enables both offline merchants and online businesses spanning from small businesses operating an app or website to kirana
stores to large enterprises. We offer payment solutions to merchants operating businesses across a wide range of categories,
including grocery, food, lifestyle, fuel and utilities.
Offline Merchants Payments
We offer a range of solutions for offline merchants, enabling them to accept digital payments with ease. With our interoperable
QR solutions, merchants across the length and breadth of the country have access to a reliable, low-cost payment acceptance
solution. We are dedicated to enhancing the user experience by offering features such as instant payment confirmations,
transaction history tracking, and personalised offers and rewards.
• Smartspeaker: The PhonePe Smartspeaker is a device that delivers instant audio confirmations for payments—making
it easier for merchants to stay on top of transactions. With multi-language support, long battery life, and quick
installation, Smartspeaker is built for the fast-paced needs of offline businesses. Apart from multi language support,
the device comes with features such as audio confirmations in the voices of national and regional celebrities, designed
to aid the adoption of the product across the country. In high-traffic stores, it is difficult to track the amount paid
without constantly checking the app, especially during peak hours. The Smartspeaker addresses this challenge faced
by many merchants by announcing payments in real time. It is also ideal for situations where the business owner is not
physically present—while payment alerts go to the owner’s app, store staff get immediate confirmation through the
device, ensuring smoother operations, staff accountability, and fewer payments related disputes. By enabling hands-
free payment tracking at checkout, the Smartspeaker helps create a more efficient and trusted payment experience. In
addition to enhancing the trust and efficiency related to the payment collection process, the Smartspeaker also serves
as a communication medium with merchants. Along with the PhonePe business app, merchants receive notifications
of important alerts pertaining to their business through the Smartspeaker device.
• EDC Machine: The PhonePe EDC Machine is a versatile, all-in-one payment solution that enables merchants to accept
digital payments via UPI, Credit and Debit Cards, PhonePe Wallet, and RuPay Credit cards on UPI. With its user-
friendly interface and support for multiple payment modes—including card swipe, EMV chip, tap-and-pay, and
dynamic QR—it enhances convenience at the checkout counter. By offering customers the flexibility to pay the way
they prefer, especially for high-value transactions where credit cards may be required, EDC Machine aims to
significantly improve the in-store payment experience. It is particularly valuable at stores where UPI alone may not
suffice. Merchants also benefit from simplified payment reconciliation and smooth settlements across channels,
making it a valuable tool for efficient and professional payment management.
• Billing POS Integrated Solutions: We offer integrated payment solutions that seamlessly connect with the billing
software and invoicing systems used by enterprises. These solutions serve as a reliable and efficient mechanism for
high-volume retail environments, enabling cashiers to collect the exact payable amount with reduced errors. By linking
payments directly to invoices, they simplify reconciliation, reduce manual effort, and improve overall accuracy. This
not only enhances operational efficiency but also delivers a smoother checkout experience for both staff and customers.
221Online Merchants: Payment Gateway
The PhonePe Payment Gateway provides online merchants with a reliable and secure platform to accept payments from their
customers on their websites or mobile apps. By integrating PhonePe Payment Gateway into their business, merchants can offer
their customers a smooth and hassle-free checkout experience.
With features such as instant onboarding and access to our developer-friendly Application Programming Interfaces (“APIs”)
and plugins, online merchants can complete our onboarding process and integrate PhonePe Payment Gateway solutions into
their businesses in a fast and hassle-free manner. PhonePe Payment Gateway solutions are meant to serve merchants of various
sizes operating their businesses across various categories, such as retail, travel, food, financial services, government platforms
and utilities.
PhonePe Payment Gateway offers support for many payment instruments, including UPI, Credit and Debit Cards, Netbanking,
RuPay Credit Cards on UPI and PhonePe Wallets. Merchants can offer payment solutions to their consumers on their platform
and can also offer the ability to pay through Payment Links and Dynamic QR Codes.
With PhonePe Payment Gateway solutions, online merchants can offer one-time and recurring payment options to their
consumers using UPI AutoPay. Merchants also have access to device tokenisation solutions from PhonePe Payment Gateway
that enable consumers to make payments to merchants with tokenised cards on their devices. This eliminates the need for
consumers to tokenise their cards at individual merchants and makes the payment process fast and seamless.
PhonePe Business App / Web Platform
The PhonePe Business app / web platform provides a comprehensive solution for merchants to manage their end-to-end
payment needs, including payment alerts, setting up their business profile, transaction confirmations, settlements and
reconciliation. Merchants can also request for QR codes and Payment Devices and seek support for their queries or issues
through the app / web platform. Small merchants have access to innovative offerings like “on demand settlements” to better
manage their cash flows. The PhonePe Business app empowers merchants with the freedom and flexibility to manage multiple
outlet formats effortlessly. It provides customisable access rights to staff, enabling operational control to be maintained while
safeguarding security and smooth workflows.
Eligible merchants also have access to loans from various lenders via the PhonePe Business app through a fully-digital process
and little paperwork.
Lending Distribution
We offer a comprehensive suite of lending solutions for both consumers and merchants, operating as a Lending Service Provider
(“LSP”) (“Lending Distribution”). Our focus is on building an intelligent and scalable lending ecosystem by advancing
distribution and offering digital-first servicing, intelligent targeting, digital repayments and collections capabilities to our bank
and NBFC partners. Our Lending Distribution business operates on a marketplace model, creating a mutually beneficial
ecosystem for consumers, merchants and lending partners.
Pursuant to the DL Directions, issued on November 28, 2025, LSPs are permitted to enter into default loss guarantee (“DLG”)
contractual arrangements with lenders, to compensate for losses incurred by the lenders due to defaults by the borrowers, up to
a pre-specified percentage of the identified loan portfolio not exceeding 5% of the total amount disbursed out of the identified
loan portfolio. For further details, please refer to the “Key Regulations and Policies” section on page 235. Our Subsidiary,
PLSPL, entered into DLG arrangements with certain lenders starting in Fiscal Year 2026. As of 31st December 2025, three of
our loan portfolios are covered under default loss guarantee with total Assets Under Management (“AUM”) amounting to INR
10.32 billion.
For consumers and merchants, we provide access to credit for diverse needs through a unified platform that enables easy access
and comparison of a wide range of loan products, all within a seamless and digital experience. This provides choice,
convenience, and transparency in their borrowing journey.
For bank and NBFC partners, we enable expanded reach through our user base and payment capabilities to manage repayment
and collections and provide a platform to offer seamless application journeys. We are able to open access to segments and
geographies beyond the traditional lending models.
222Consumer Lending Distribution
Launched in February 2024, our Consumer Lending Distribution platform provides seamless and rapid access to a diverse range
of loan products through a fully digital journey. Characterised by its simplicity and convenience, the service enables users to
discover and apply for loans directly via their mobile phones, eliminating the need for physical branch visits in this regard.
Users benefit from complete loan lifecycle management within the app, including 24/7 digital access, foreclosure processes (as
per lender policies), and the ability to view statements.
Our consumer lending offerings on behalf of our bank and NBFC partners encompass both secured and unsecured loan
categories, distributed through our partnerships:
• Unsecured Lending: This includes products such as personal loans that offer users access to funds for various personal
needs without requiring collateral.
• Secured Lending: We also facilitate the distribution of secured loan products, where users can avail credit against
collateral such as mutual funds, gold and vehicles (bike and car loans).
Access to Credit Reports
We also promote financial literacy by offering credit score services, including free credit reports, detailed insights, and score
predictors to help users improve their credit health without impacting their score. We have, as of September 30, 2025, been able
to help 61.79 million customers to look at their Credit report, understand the credit score and health and take an informed
financial decision.
Merchant Lending Distribution
Launched in March 2023, our Merchant Lending product is specifically designed to address the unique financial needs and cash
flow dynamics of small and micro merchants, which according to the Redseer Report, constitute about 99% of the total MSME
merchants in India (chapter 3, page 177). With a merchant network of 47.19 million, a Payment Device base of 9.19 million as
of September 30, 2025, and partnerships with banks and NBFCs, we are well positioned to capitalise on the Merchant Lending
distribution opportunity. We have created a payments flow-based EDI product for our merchants working with the lending
partners. Through our partnerships, we enable merchants to access quick and flexible unsecured loans with quick disbursal
directly into their bank accounts upon approval by the lending partners. This service is primarily offered without requiring
collateral, enabling business growth without tying up valuable assets. Merchants benefit from competitive offers by our partners,
transparent foreclosure terms, and the convenience of automated mandate based EDI repayments, providing enhanced flexibility
in managing their financial obligations. Merchants are assisted in the loan journey by our feet-on-street network of 25,657 sales
223team members (as of September 30, 2025) that open up the micro-merchants segment through a hybrid (physical and digital)
sales journey.
Insurance Distribution
Our Insurance Distribution business offers users access to a wide range of Insurance products directly through the PhonePe app
on behalf of our insurance partners (“Insurance Distribution”). Our digital-first approach simplifies the insurance buying
process, making it an attractive alternative to brick-and-mortar sales offices or traditional insurance sales agents. We offer
comprehensive support in accessing third-party Insurance products and liaising with insurers across the customer lifecycle,
including advisory, personalised product recommendations, pre- and post-purchase assistance and our dedicated relationship
managers who provide support during claims. PhonePe users enjoy a hassle-free experience with minimal documentation, as
all forms and documents are submitted online, and policy documents are delivered electronically. The insurers' determinations
are instant (except for cases where medical underwriting or financial underwriting is required (for example, financial eligibility
verification for life insurance policies)), and users receive their insurance policy documents electronically in moments after the
transaction is completed. Additionally, users can compare and analyse multiple policies from different insurer partners, enabling
them to make informed decisions based on coverage, features, and premiums.
To meet the diverse needs of our customers, we offer a comprehensive selection of Insurance products from 29 insurer partners
as of September 30, 2025, across a range of categories including the following:
• Motor Insurance: Comprehensive, third-party and own damage Insurance products, with choice of optional add-ons
and features to enhance coverage for two-wheelers and four-wheelers.
• Health Insurance: Features comprehensive plans covering inpatient hospitalisation, pre- and post-hospitalisation
medical expenses, daycare procedures, domiciliary treatments, Ayurveda, Yoga, Unani, Siddha and Homeopathy
(AYUSH) treatments. Includes a choice of add-ons such as maternity and newborn baby cover, outpatient department
and teleconsultation, consumables inclusion for the complete family, all with the flexibility of affordable monthly
premium payments.
• Life Insurance: Includes term life insurance, which offers financial protection against premature death with an option
to buy add-ons to enhance coverage on accidental death or to accelerate pay-out in case of critical illness, and personal
accident insurance, covering accidents causing total disability or accidental death.
• ULIP and Pension: Offers Unit Linked Insurance Plans (“ULIPs”) and pension plans that combine life insurance
protection and market-linked wealth creation, enabling policyholders to invest in equity, debt or balanced funds based
on personal financial goals, with features such as fund switching, waiver of premium and tax benefits.
• Travel Insurance: Provides coverage for unforeseen financial necessities during international trips, including medical
expenses for illness and injury, accidental death and disablement and trip disruptions such as trip delay, trip
cancellation, loss of baggage, loss of passport and missed flight connection.
224• Sachet Insurance: Bite-sized insurance for specific risks at affordable premiums such as accident, dengue and malaria
insurance, hospital cash insurance, firecracker insurance, Kumbh/Mela insurance, cyber insurance and home
insurance.
• Shop Insurance: Protects shop owners against risks such as fire, burglary, natural and manmade disasters. It covers the
shop’s structure and contents—including stock of goods, plant and machinery, office and electronic equipment, and
furniture—providing financial support during unforeseen events. This helps business continuity and safeguards the
owner’s livelihood.
(iii) Our New Platforms
Building on the success of our PhonePe Platform, we have made investments in the New Platform, which are emerging business
lines that we believe are critical to fostering India’s long-term success.
Share.Market
We entered the stock broking business in August 2023 to expand our presence in the Indian capital markets and further penetrate
the retail individual customer segment. The platform is built on three key foundations: (i) leveraging the PhonePe distribution
strength, (ii) extending multi-tenanted platforms across login, payments, CRM and analytics, and (iii) our research stack.
While enabling access to a broader consumer base is an opportunity for the sector, according to the Redseer Report (chapter 5,
page 183), Share.Market focuses on providing access to knowledge and research at scale by Share.Market Research, our team
of SEBI-registered Research Analysts, which provides actionable intelligence from ideation to execution across all product
offerings mentioned below.
Stock Broking
Share.Market allows investors to explore, invest in, and trade a variety of products, including:
• Stocks: Customers can buy and sell equities listed on the NSE and BSE. Research insights are available through in-
house factor rating systems on quality, momentum, value, size, yield, volatility and sentiment.
• IPO: Customers can apply for IPO shares in primary equity markets. Quick summarised views of the companies,
financials, strengths and weaknesses are available on Share.Market.
• ETFs: These are investment funds that hold a diverse range of assets such as stocks, debt, or commodities. ETFs are
traded on stock exchanges and provide diversified exposure to specific markets, indices, or sectors including in-house
curated multi-asset ETF collections.
225• Futures and Options: These derivative contracts enable customers to take positions based on a view on the future price
movements of underlying assets, including stocks and equity indices. For most products, the Share.Market Platform
provides a visual trading experience through charts.
• WealthBaskets: Our “WealthBaskets” are pre-built collections of stocks and ETFs curated by Share.Market Research,
our team of SEBI-registered Research Analysts. We believe these are ideal for investors seeking curated model
portfolios to invest for the long term.
Mutual Funds Distribution
We distribute mutual funds on behalf of asset management companies across categories such as equity, debt, hybrid, among
others, wherein investors can seamlessly invest via SIP or lump sum investments. Leveraging our research capabilities, the
Share.Market Platform also offers intelligence driven actionable insights such as CRISP (Consistency, Risk and Investment
Style of the Portfolio), a tool to help investors with fund selection and mutual fund portfolio management.
Indus Appstore
The Indus Appstore is our Android-based mobile app store for users to browse, download, and update mobile applications and
play digital games on the platform. Launched in February 2024, we are in the development phase, focused on expanding the
Indus Appstore’s availability to customers.
Indus Appstore is a “Made For India” Appstore that aims to build a platform that caters to developers and consumers alike.
This offering reinforces our core belief in product innovation and promoting free market competition in the Indian consumer
internet economy.
Indus Appstore localises the experience for India’s vast and diverse consumer base, enabling convenient app discovery in 12
Indian languages in addition to English as of September 30, 2025, according to the Redseer Report (chapter 7, page 191). By
delivering a unique, experience-led discovery journey enriched with video and audio content, it aims to transform how
consumers find and engage with apps.
Indus Appstore allows large and small app developers to compete and be discovered through a discovery-led approach that
provides consumers with relevant and personalised content. On Indus Appstore, developers are free to choose any third-party
payment gateway of their choice for their in-app billing needs. We believe that consumers and app developers should have a
choice in deciding where to download apps from and which payment tools they wish to use and that app stores should not insist
on app developers exclusively using their in-house payment solutions.
226Our Technology Infrastructure
At PhonePe, our technology stack has been engineered ground-up with ownership of layers—from infrastructure to
applications—to enable high-performance, reliable, and secure systems at scale. It is structured across four foundational layers
that together power our diverse and growing set of businesses.
The Infrastructure-as-a-Service (IaaS) layer comprises a fully self-managed, on-premises setup that spans compute, storage,
and networking, housed in PhonePe-operated data centres. The Platform-as-a-Service (PaaS) layer is built on top of this base,
offering foundational software capabilities such as security, observability, and deployment tooling that can be reused across
teams. The Software-as-a-Service (SaaS) layer includes modular domain specific services for common business needs like
onboarding, payments, and compliance, allowing new teams of our Company and Subsidiaries to plug in without building from
scratch. At the top, sits the Data Intelligence layer, which blends real-time data streaming, time-series analytics, and contextual
knowledge stores to generate actionable intelligence for both systemic and human decision making.
This architecture offers strategic advantages that span four key areas:
• Governance & Control: By operating our own infrastructure, we maintain deep control over data localisation,
cybersecurity, and compliance. Audit-ready systems, embedded regulatory frameworks, and multi-layered security are
integrated across layers—from PaaS services that enforce observability and traceability, to SaaS modules that deliver
KYC and fraud controls. The Data Intelligence layer is built on a mesh architecture that enables scalable data
governance while keeping decision-making tightly integrated with operational systems.
• Efficiency & Cost Optimisation: The self-managed IaaS layer enables meaningful savings on compute and storage,
while platform services eliminate the need to replicate core infrastructure capabilities across teams. Shared application
services reduce duplication across our Company and Subsidiaries and improve reuse, while our data intelligence
systems drive automation in everything from support ticket handling to fraud risk management. Together, these
systems improve resource utilisation and reduce both capital and operational expenditure.
• Flexibility & Scale: Each layer of the stack is modular, designed to serve both the core business and emerging verticals
with minimal change. The platform abstracts hardware dependencies and backend complexity, allowing engineering
teams to adopt new tools or launch products faster without compromising on reliability. This composable architecture
makes it easier to onboard new group companies or expand into new categories, without having to rebuild foundational
services or infrastructure.
• Speed & Innovation: Owning the stack end-to-end allows us to move faster, experiment more safely, and roll out
updates and new offerings with greater agility. Application teams can focus entirely on business logic, leveraging pre-
built services and scalable infrastructure. Data intelligence built directly into workflows allows faster decision-making,
personalised experiences, and tighter feedback loops, accelerating product cycles and improving customer outcomes.
The following table provides an overview of the scale and efficiency of our technology stack:
Unit As of September 30, 2025
Scale
Number of cores million 1.04
Total memory petabyte 16.51
Data Warehouse Storage petabyte 30.95
Members in engineering, information technology and number 1,880
product team
Transaction processing capacity at peak transactions per second 22,369
Peak requests processed per second number 781,161.00
Events processed per day billion 141.15
Risk and fraud detection evaluations per day million 516.45
Efficiency
Server cost per transaction (including server ₹ 0.06
depreciation)
Median transaction processing time second 1.29
95th percentile transaction processing time second 2.40
227Sales and Marketing
We design our sales and marketing activities to reach more consumers and merchants and strengthen consumer mindshare,
engagement, service expansion and lifetime value by promoting multiple services.
Our thoughtful, engaging, and responsible marketing initiatives contribute to building awareness and strengthening our presence
across the length and breadth of the country. We promote our platform’s unique benefits and its services through a cost-efficient
multi-channel approach, which balances long-term brand building with current business requirements. Our consumer-oriented
marketing is focused on three key pillars: (i) brand development using high-reach media channels such as public relations and
television, (ii) platform adoption via digital marketing, and (iii) discovery of new services through merchandising on our
Platforms.
On the merchant side, our sales and marketing efforts are primarily driven by our on-ground sales and service team. This team
currently covers 96.96% of the country’s pin codes. We have achieved this extensive reach through the adoption of innovative
sales and service models. This approach features direct, in-person engagement with merchants, allowing us to build strong
relationships, deliver timely support, and provide regular solution upgrades. Our sales force is well-equipped to understand
merchant needs, offer tailored solutions, and enable smooth integration of our offerings into merchants’ operations—ultimately
driving higher merchant satisfaction and retention. As of September 30, 2025, we had a nationwide feet-on-street network of
25,657 sales team members and 31,019 agents commissioned through channel partners focused on rural expansion. Our sales
team maintains direct merchant relationships - driving onboarding, support, device deployment, loan distribution and general
grievance redressal.
Customer Support
PhonePe follows a four-level (L1–L4) grievance redressal framework for customers and merchants, starting with 24×7 support
across in-app, web and call channels, which further extends to escalation with the RBI Ombudsman. Each level has clear
response and resolution timelines to ensure accountability and transparency, with Level 3 overseen by designated nodal officers.
In parallel, we focus on addressing issues at their root through continuous product and interface enhancements to reduce friction
at source, thereby enabling a seamless and self-sufficient customer experience.
Competition
We face substantial competition within India’s Financial Services market, which, according to the Redseer Report (chapter 7,
page 187), has companies that have digital payments offerings such as Consumer Payments and Merchant Payments, and other
offerings such as Lending Distribution, Insurance Distribution and Mutual Fund Distribution. The digital payments industry
includes payment companies that provide B2C offerings such as Consumer UPI Payments, Wallet Payments, among others,
and payment companies that provide B2B offerings such as Offline Merchant Acquisitions, Online Payment Aggregator, among
others, according to the Redseer Report (chapter 7, page 187). Furthermore, we face competition from Financial Services
companies that provide offerings among Lending Distribution, Insurance Distribution, and Mutual Fund Distribution, along
with a few offerings from Consumer and Merchant Payments, according to the Redseer Report (chapter 7, page 187). In
addition, our Indus Appstore business, faces competition from Google and others, which operate mobile application distribution
platforms on Android, according to the Redseer Report (chapter 7, page 191).
Human Resources
As of September 30, 2025, we employed a total of 12,338 full-time employees. The following tables provide an overview of
our full-time employees and contracted staff by function as of September 30, 2025.
Number of Full-time Employees Number of Contracted Staff
Engineering, Technology and Product 1,880 155
Sales and Business Development 8,056 17,601
Enabling and Corporate Functions 2,402 1,600
Total 12,338 19,356
We recognise that our employees are critical to our success, and we grant stock options to eligible employees with a view to
attracting and retaining talent, encouraging employees to align individual performance with the Company’s objectives and
promoting their participation in the growth of our Company. Accordingly, we maintain the PSOP, PFSOP 2025 and the PhonePe
Award Schemes. Stock options that we grant under the PSOP are subject to continued employment with us and any other
applicable conditions or criteria determined by our Board.
At PhonePe, our people philosophy is deeply rooted in our culture and values, which are centred on continuous learning, and a
deep sense of trust and belonging. These principles shape our talent strategy and define how we attract, develop, and retain
high-calibre talent capable of driving innovation and scalable impact. Our talent acquisition strategy has a multi-channel
228approach. We leverage targeted outreach through niche job boards, social platforms, and industry forums to attract specialised
talent. Simultaneously, diversity and inclusion are embedded in our hiring philosophy to cultivate a diverse workforce that
reflects the customers we serve. We believe deepening expertise is foundational to excellence. Through our structured
capability-building platform, PhonePe University, we offer curated learning journeys and mentorship for PhonePe personnel
from entry level to senior leaders. This is complemented by Greenhouse platform, our internal mobility platform that enables
employees to explore cross-functional opportunities and transition into new roles, accelerating growth while retaining
institutional expertise.
We have institutionalised a structured approach to culture and values across the employee lifecycle, starting from pre-joining
engagement to onboarding, manager assimilation, and ongoing ways of working. Cultural reinforcements are driven through
visible workplace cues, structured manager enablement programs, and leadership-led interventions that promote inclusive
behaviours and psychological safety. To foster a strong sense of belonging and inclusion, we have built supportive employee
communities such as Employee Resource Groups, Safe Space forums, and dedicated networks. These platforms enable peer
connection, mentorship, and development beyond formal structures. Together, we believe, these efforts are intended to ensure
that PhonePe remains a purpose-driven, future-ready organisation where employees are empowered to learn and thrive.
Our Corporate Structure
The following chart sets forth the corporate structure of our Company as of the date of the Updated Draft Red Herring Prospectus
– I.
Intellectual Property
Trademarks
As of the date of this Updated Draft Red Herring Prospectus – I, our Company had 237 trademarks registered in the name of
the Company, under Trade Marks Act, 1999, as amended (“Trademarks Act”) in classes 9, 35, 36, 38, 39 and 42 and our
Company has made 129 trademark applications that are pending in India in classes 9, 35, 36, 38, 39 and 42, five trademark
applications that have been accepted/accepted and advertised in India in classes 9, 35, 36, and 39, two trademark applications
that have been objected in India in classes 9 and 42, one trademark application that has been abandoned in India in class 35,
one trademark application that has been refused in India in class 9, 37 trademark applications that have been opposed in India.
As of the date of this Updated Draft Red Herring Prospectus – I, our Subsidiaries have one trademark that has been registered
in India under our Company in class 9, four trademarks have been registered in India under our Company in class 35, five
trademarks have been registered in India under Indus Appstore Private Limited in class 9, two trademarks have been registered
in India under Indus Appstore Private Limited in class 38, four trademarks have been registered in India under Indus Appstore
Private Limited in class 42, one trademark that has been registered in India under Indus Appstore Private Limited in classes 9,
35, 36, 38 and 42, one trademark has been registered in India under Indus Appstore (Singapore) Pte. Ltd. (currently Indus
Appstore Private Limited) in class 9, one trademark has been registered in India under Indus Appstore (Singapore) Pte. Ltd.
(currently Indus Appstore Private Limited) in class 35, seven trademarks that have been registered in India under the name
‘Wealth Technology & Services Private Limited’, (currently PhonePe Wealth Broking Private Limited) in class 36, five
trademarks have been registered in India under the name ‘Wealth Technology & Services Private Limited’ (currently PhonePe
Wealth Broking Private Limited) in class 42, one trademark application under the name ‘Wealth Technology & Services Private
229Limited’ (currently PhonePe Wealth Broking Private Limited) that has been accepted in India in class 42, one trademark
application under Indus Appstore Private Limited that has been accepted in India in class 9, one trademark application under
MoFirst Solutions Private Limited (currently Indus Appstore Private Limited) that has been objected in India in class 9, one
trademark application under the name ‘Wealth Technology & Services Private Limited’ (currently PhonePe Wealth Broking
Private Limited) that has been objected in India in class 42 and one trademark application under Indus Appstore Private Limited
that has been opposed in India in class 35.
Further, as of the date of this Updated Draft Red Herring Prospectus – I, our Company had 126 trademarks registered in the
name of our Company in 20 countries outside India and the European Union in classes 9, 35, 36, 38 and 42, 26 pending
trademark applications in six countries outside India in classes 9, 35, 36, 38 and 42, four trademark applications that have been
refused in Vietnam and Macao in classes 9, 35, 36, 38 and 42 and one trademark application that has been abandoned in China
under class 9, 35, 38 and 42 and one trademark application that has been opposed in China under class 36. Further, our
Subsidiaries do not have any registered trademarks or pending trademark application outside India.
Copyrights
As of the date of this Updated Draft Red Herring Prospectus – I, our Company has three copyrights registered in the name of
the Company under the Copyright Act, 1957, as amended (“Copyright Act”). Further, as of the date of this Updated Draft Red
Herring Prospectus – I, our Company and Subsidiaries do not have any copyrights registered or pending outside India.
Patents
As of the date of this Updated Draft Red Herring Prospectus – I, our Company had filed two patent applications under the
Patents Act, 1970 in India, out of which one patent application has been refused and one patent application has been abandoned.
Further, as of the date of this Updated Draft Red Herring Prospectus – I, our Company has filed three patent applications that
are pending in India and three patent applications that are pending outside India, under the Patent Cooperation Treaty (“PCT”).
Further, our Company had filed two patent applications in India out of which one patent application has been refused and one
patent application has been abandoned.
As of the date of this Updated Draft Red Herring Prospectus – I, one of our Subsidiaries, Indus Appstore Private Limited has
five patents granted in the United States of America and one of our Subsidiaries, Indus Appstore (Singapore) Pte. Ltd. has five
patents registered in five countries outside India (these patents have been registered in its former name, i.e., OSLabs Pte. Ltd.,
prior to its acquisition) and three patents registered in India. In relation to these patents, Indus Appstore (Singapore) Pte. Ltd.
has transferred the patent rights to Indus Appstore Private Limited, however, the transfer requests are yet to be filed in the
respective jurisdictions. Indus Appstore Private Limited (under its former name OSLabs Technology (India) Private Limited)
and Indus Appstore (Singapore) Pte. Ltd. (under its former name OSLabs Pte. Ltd.) has filed two patent applications that are
pending in India, respectively and Indus Appstore (Singapore) Pte. Ltd. (under its former name OSLabs Pte. Ltd.) has filed five
patent applications that have expired in India. Further, one of our Subsidiaries, Indus Appstore Private Limited has one patent
application pending under the PCT (which has been filed in its former name, i.e., OSLabs Technology Private Limited, prior to
its acquisition).
Additionally, one of our Subsidiaries, Indus Appstore (Singapore) Pte. Ltd. (in its former name) has 28 patents applications,
under the PCT, in 16 countries outside India and the European Union, which are under examination or have been refused,
withdrawn, abandoned, published, lapsed, cancelled or expired, as of the date of this Updated Draft Red Herring Prospectus –
I.
Designs
As of the date of this Updated Draft Red Herring Prospectus – I, our Company does not have any designs registered or pending,
outside India. Further, our Subsidiaries do not have any designs registered in India, but have five design applications that are
pending in India under currently Indus Appstore Private Limited (which has been filed under its former name i.e., OSLabs
Technology (India) Private Limited) and one design application that is refused in India under Indus Appstore Private Limited
(which has been filed under its former name i.e., OSLabs Technology (India) Private Limited), one of our Subsidiaries, Indus
Appstore Private Limited has one design registered in the United Arab Emirates (in its former name, i.e., OSLabs Technology
(India) Private Limited), one design registered in the European Union and Indus Appstore Private Limited has five design
applications pending in India and one design application that is refused in India and one design under examination in the United
States of America.
Defensive Publication
Our Company has published one defensive publication under the Defensive Publication series of “Technical Disclosure
Commons Technical Disclosure Commons” on October 9, 2025."
230Properties and Facilities
We operate entirely out of leased premises or co-working spaces and do not own the underlying property for any of our offices
in India, including our registered office and corporate office. Our registered and corporate office is located at Office-2, Floor
5, Wing A, Block A, Salarpuria Softzone, Bellandur Village, Varthur Hobli, Outer Ring Road, Bangalore South, Bangalore 560
103, Karnataka, India, which is held on a lease hold basis, under a lease arrangement that is valid until August 14, 2026 and
which we are in the process of extending up to 2031. In addition to our Registered and Corporate Office, we also operate out
of 118 offices, co-working spaces and facilities in 54 cities as of the date of this Updated Draft Red Herring Prospectus – I.
The following table provides an overview of each of our leased properties and facilities pursuant to the relevant lease agreements
as of the date of this Updated Draft Red Herring Prospectus – I:
Name of Number of Tenure Whether Start date Details of the lessors / Monthly
entity properties/ (range) premise service providers / co- consideration
facilities/ availed from a working space providers (in ₹, unless
offices related party specified)
(Yes/No)
Company 68 4 months to No Start dates range • Amba Enterprises; The monthly
5 years/ until from August 15, • Aurbis Business Parks consideration
termination 2021 to January 20, Private Limited; ranges between
in writing by 2026 • Awfis Space Solutions ₹0.02 million to
the parties Limited; ₹24.21 million.
• Baner 87 Realty;
• Bansal’s Instaa Office
Private Limited;
• Blooming Co-working
Spaces;
• Chanda Kumar Jain, Ajit
Kumar Jain and Rishab
Chandra Jain;
• Cocoweave Work Cafe;
• Coimbatore Innovation
and Business Incubator
(CIBI);
• CoworkIn Space
Solutions Private
Limited;
• Dwaraka Starline Private
Limited;
• E-city Bioscope
Entertainment Private
Limited;
• Evergreen Hospitality
LLP;
• Excluzo Business Centre;
• Flexi Hub Space;
• Highness Construction
Private Limited;
• IBC Knowledge Park
Private Limited;
• Incubex Business
Consulting Services;
Private Limited;
• Incuspaze Solutions
Private Limited
• Indiqube Spaces Limited;
• Innov8 Workspaces India
Limited;
• iSprout Business Centre
Private Limited
• Knot Office Solutions
Private Limited;
• Kontor Space Limited;
• Landsworth
Infrastructure;
231Name of Number of Tenure Whether Start date Details of the lessors / Monthly
entity properties/ (range) premise service providers / co- consideration
facilities/ availed from a working space providers (in ₹, unless
offices related party specified)
(Yes/No)
• Lavero Infra Services
Private Limited;
• Max Office;
• Minimalign Global
(OPC) Private Limited;
• My Branch Services
Private Limited;
• My First Office (a
proprietorship of Mr.
Dasari Sumanth);
• Nammakacheri LLP;
• Next 57 Coworking;
• Next57 Coworking
Private Limited;
• Pengune Cowork LLP;
• Prashant Chaudhary;
• Qdesq Realtech Private
Limited;
• Ram Prakash Gupta;
• Regus Management
Group, LLC;
• S M Professional
Services Private Limited;
• S P Electronics;
• SAS Developers &
Engineers;
• Sector 7 Workspaces
Private Limited;
• Shreem Coworks LLP;
• Sjain Ventures Limited;
• Softzone Tech Park
Limited;
• Space Entrepreneurship
Centre Private Limited;
• Srishi Infrastructure
Solutions Private
Limited;
• Think Space Co-
Working Private
Limited;
• Urban Ventures;
• Vaibhavlaxmi Properties
Private Limited;
• Wegrow Business
Facilitators LLP;
• Working Kulture and
• Xerica Widening
Horizons LLP.
PhonePe 3 11 months to Yes* Start dates range • Aurbis Business Parks The monthly
Insurance 5 years from August 1, 2023 Private Limited; consideration
Broking to September 1, • Softzone Tech Park ranges between
Services 2025 Limited; and ₹0.047 million to
Private • Our Company. ₹4.51 million.
Limited
PhonePe 1 11 months Yes May 1, 2025 Our Company The monthly
Technology consideration is
Services ₹0.06 million.
Private
Limited
PhonePe 1 11 months Yes May 1, 2025 Our Company The monthly
Finance consideration is ₹
0.03 million.
232Name of Number of Tenure Whether Start date Details of the lessors / Monthly
entity properties/ (range) premise service providers / co- consideration
facilities/ availed from a working space providers (in ₹, unless
offices related party specified)
(Yes/No)
Private
Limited
Indus 2 11 months/ Yes December 24, 2024 Our Company The monthly
Appstore Until to May 1, 2025 consideration
Private termination ranges between
Limited in writing by ₹0.008 million to
the parties ₹3.55 million.
PhonePe 14 11 months to Yes* Start dates range • Indiqube Spaces Limited; The monthly
Lending 2 years/ from December 23, and consideration
Services Until 2024 to September • Our Company ranges between
Private termination 1, 2025 ₹0.007 million to
Limited in writing by ₹7.86 million.
the parties
Pincode 24 11 months to Yes* Start dates range • Indiqube Spaces Limited; The monthly
Shopping 2 years/ from September 25, and consideration
Solutions Until 2023 to August 8, • Our Company ranges between
Private termination 2025 ₹0.004 million to
Limited in writing by ₹8.08 million.
the parties
PhonePe 3 11 months to Yes* Start date ranges • Qdesq Realtech Private The monthly
Wealth 2 years / from December 24, Limited; consideration
Broking Until 2024 and December • Wegrow Business ranges between
Private termination 5, 2025 Facilitators LLP; and ₹0.01 million to
Limited in writing by • Our Company ₹8.23 million.
the parties
PhonePe 1 12 months No September 22, 2025 Bloom Business Services The monthly
International LLC consideration is
Holdings AED 9,180
Limited
PhonePe 1 12 months No October 21, 2025 Dquarters FZLLC The monthly
Middle East consideration is
FZ-LLC AED 7,500
*Certain of the properties is provided on sub-lease by our Company (being a related party to the entity).
Additionally, we operate seven data centres across two states in India, namely, Maharashtra and Karnataka. These data centres
are operating on a colocation services model from NTT Global Data Centers and Cloud Infrastructure India Private Limited,
pursuant to statements of work commencing from dates ranging from January 7, 2021, to August 1, 2025, and for periods
ranging from one year to five years. The monthly consideration ranges between ₹ 5.97 million to ₹ 27.71 million. Our Company
is not taking any services from any related party for these data centres.
We are required to pay security deposits, specified monthly rentals and maintenance charges for the duration of the relevant
agreement, subject to periodic escalations at agreed rates, and electricity, internet, water and telephone charges with applicable
taxes, in accordance with the terms of our lease deeds.
Insurance
We maintain insurance policies that we believe are customary for companies operating in our industry. Our principal types of
coverage, including “property all risks”, electronic equipment (including portable electronic equipment), comprehensive
general liability, stockbrokers’ indemnity, crime policy, marine insurance policies, directors and officers’ liability, professional
indemnity policy for our Insurance Distribution business, cyber insurance, fidelity and terrorism. We believe that the level of
insurance we maintain is appropriate for the risks of our business.
Social Initiatives
We offer the option for our customers to make donations through our PhonePe Platform. As a company, we run campaigns on
the PhonePe app from time to time where PhonePe users can choose to donate meals and rations to underprivileged families,
support a child’s education and women’s welfare, among others.
233Our Culture and Values
We believe that our long-term commitment to building a multi-generational company, fostering a strong organisational culture,
and maintaining high standards of corporate governance promotes ethical business practices and sustainable growth.
We have adopted a set of 14 values that is intended to continue to guide our employees’ behaviour every day, with “integrity”
and “transparency” as our core values.
At the Company level, our focus is on “perseverance & conviction”, a strong “customer-first” mindset, coupled with a “holistic
approach” to problem-solving, to drive “positive disruption” by empowering business models that benefit all ecosystem
participants, and the belief that “simplicity breeds scalability”. At the team level, our culture promotes “excellence in people”,
encourages “collaboration”, supports a “learn fast, fail fast” attitude and maintains a strong “bias for impact”. At an individual
level, we value continuous curiosity with a “learn more, it’s free” attitude, individual “passion” and “openness of thought”.
Underpinning all these principles are our core principles of “integrity” and “transparency” which form the foundation of a high-
performance and accountable organisation.
Regulatory Compliance
We are collectively registered with and have multiple licenses from Indian financial regulators, statutory bodies and industry
bodies, such as the RBI, SEBI and IRDAI as well as from the Association of Mutual Funds in India, the UIDAI, the Stock
Exchanges and Depositories. For further details, see “Key Regulations and Policies” on page 235.
234KEY REGULATIONS AND POLICIES
The following is an overview of the relevant sector-specific laws and regulations which are applicable to our Company and
our Subsidiaries. The information detailed below has been obtained from publications available in the public domain. The
description of laws and regulations set out below are not exhaustive and are only intended to provide general information to
the investors and are neither designed nor intended to substitute for professional legal advice. The statements below are based
on the current provisions of Indian law, and remain subject to judicial and administrative interpretations thereof, which are
subject to change or modification by subsequent legislative, regulatory, administrative, or judicial decisions.
Under the provisions of various Central Government and State Government statutes and legislations, our Company is required
to obtain and regularly renew certain licenses or registrations and to seek statutory permissions to conduct our business and
operations. For details, see “Government and Other Approvals” beginning on page 449.
Given below is a brief description of certain relevant legislations that are currently applicable to the business carried on by our
Company and our Subsidiaries.
Key Regulations applicable to the Company and its Subsidiaries
I. Reserve Bank of India (“RBI”)
(a) The Payment and Settlement Systems Act, 2007 (“PSS Act”) and Payments and Settlement Systems Regulations,
2008 (“PSS Regulations”)
The PSS Act and allied rules and regulations (including without limitation, the PSS Regulations) provide that no person
can commence or operate a payment system except and in accordance with an authorization issued by the RBI. A
'payment system' has been defined under the PSS Act to mean a system that enables a payment to be effected between
a payer and a beneficiary, involving clearing or payment or settlement service or all of them. Payment service providers
who operate a payment system are required to procure an authorization from the RBI in order to operate the payment
system.
Payment system operator (“PSO”) authorizations are sought for specific types of payment systems regulated by the
RBI.
The PSS Regulations and RBI guidelines issued thereunder outline the manner in which applications and authorisations
under the PSS Act must be made. The PSS Regulations / RBI guidelines issued thereunder also make it mandatory for
every PSO to submit returns, documents and other information as required, to the RBI’s Department of Payment and
Settlement Systems, Central Office on an ongoing basis. Additionally, the PSS Regulations / RBI guidelines also
specify requirements pertaining to the format of payment instructions and annual compliances.
(b) The Framework for Outsourcing of Payment and Settlement-related Activities by Payment System Operators, 2021
(“PSO Outsourcing ramework”)
Under the RBI’s PSO Outsourcing Framework, PSOs are required to comply with the mandates in relation to its
outsourcing activities, as applicable. The term 'outsourcing' is defined as the use of a third party (whether in India or
outside) to perform activities on a continuing basis, including short-term arrangements, that would normally be
undertaken by the PSO itself. Amongst other requirements, the PSO Outsourcing Framework restricts PSOs from
outsourcing its core management functions, including risk management and internal audit, compliance and decision-
making functions such as determining compliance with KYC norms, and requires certain key provisions to be
incorporated in the outsourcing agreements with its vendors.
(c) Master Directions on Prepaid Payment Instruments, 2021 (“MD-PPI”)
The MD-PPI has been issued for the purpose of establishing a framework for the authorisation, regulation, and
operation of entities issuing and operating prepaid payment instruments (“PPI”) in India.
The MD-PPI, inter alia, regulates the issuance and operation of PPIs that facilitate purchase of goods and services,
financial services, remittance facilities, etc., and includes PPIs in the nature of prepaid gift instruments, and PPIs issued
under co-branding arrangements.
The National Payments Corporation of India (“NPCI”) has also prescribed requirements in relation to PPI
interoperability applicable to digital wallets.
235The MD-PPI also refers to applicability of other circulars issued by the RBI such as the RBI circular issued on
September 20, 2019 on the Harmonisation of Turn Around Time and customer compensation for failed transactions
using authorised Payment Systems (“TAT Circular”) (including PPIs), Online Dispute Resolution System for Digital
Payments, 2020 etc.
(d) RBI Circular on ‘Access for on-banks to Centralised Payment Systems’ dated July 28, 2021 (“CPS Circular”)
Under the CPS Circular, the RBI allows non-bank entities to participate in the RBI-operated Centralised Payment
Systems (“CPS”) viz. Real Time Gross Settlement (RTGS) and National Electronic Fund Transfer (NEFT) systems.
Such non-bank entities are required to comply with various incorporation, system and net-worth requirements to obtain
access to CPS.
(e) Master Direction on Regulation of Payment Aggregator, 2025 (“PA Master Directions”)
The RBI issued the PA Master Directions on September 15, 2025, repealing inter alia the Guidelines on Regulation of
Payment Aggregator and Payment Gateways, 2020 (and associated clarifications dated March 31, 2021). The PA
Master Directions came into effect immediately, except for certain provisions in relation to merchant due diligence
and escrow operations, for which different effective dates have been specified. Under the PA Master Directions, in
addition to regulating online payment aggregators (“Online PA”) (which is defined as a payment aggregator that
facilitates transactions where the acceptance device and payment instrument are not present in close proximity while
making the transaction), the RBI has also brought offline payment aggregators (“Payment Aggregator – Physical”
or “Physical PA”) under its purview. Physical PA has been defined as a payment aggregator that facilitates
transactions where both the acceptance device and payment instrument are physically present in close proximity while
carrying out a transaction. The PA Master Directions clarify that any authorised PA also carrying out the Physical PA
business is required to intimate the RBI for issuance of the revised certificate of authorisation covering both Physical
PA and Online PA business.
The PA Master Directions require entities seeking authorisation to commence or carry on payment aggregator business,
to maintain a net worth of ₹150 million at the time of the application, as well as attain and subsequently maintain a net
worth of ₹250 million by the end of the third financial year of grant of authorization. PAs will also be subject to the
other requirements under the PA Master Directions - such as those relating to merchant due diligence, security and
risk management, baseline technology standards, the execution of agreements with merchants (that must also contain
certain mandatory provisions), and reporting of suspicious transactions. PAs are also governed by certain other acts
and regulations such as the PSO Outsourcing Framework, and the regulations referred to under the PA Master
Directions such as the TAT Circular.
(f) RBI Circular on ‘Tokenisation – Card Transactions’ dated January 8, 2019 and Related Circulars Issued in this
Series (collectively, “Tokenization otifications”)
PAs, as token requestors, are also required to comply with the Tokenization Notifications, which require entities in the
card transaction, other than card issuers or networks, to refrain from storing actual card data with effect from October
1, 2022 and to purge any such previously stored card data. The Tokenization Notifications discuss the permissibility
and implementation of credit and debit card tokenization, both from a device and card-on-file (“COF”) tokenization
perspective. Under the Tokenization Notifications, the responsibility for issuing both device and COF tokens is on the
card networks and card issuers.
(g) Master Directions - Reserve Bank of India (Bharat Bill Payment System) Directions, 2024 (“BBPS MD”)
RBI has issued the BBPS MD in supersession of the erstwhile Implementation of Bharat Bill Payment System (BBPS)
- Guidelines originally issued in 2014. The BBPS MD read with the BBPS Procedural Guidelines (along with
annexures and Standard Operating Procedures), inter alia applies to Bharat Bill Payment Operating Unit (“BBPOUs”)
and has been issued with a view to further streamline the process of bill payments, enable greater participation, and
enhance customer protection in the system.
(h) Reserve Bank of India (Commercial Banks – Credit Cards and Debit Cards: Issuance and Conduct) Directions,
2025 (“Cards MD”)
The RBI issued the Cards MD on November 28, 2025 (as amended from time to time and read with the RBI notification
dated November 28, 2025 extending it to PSOs) to, inter alia, govern the issuance of co-branded credit cards issued
by commercial banks (as defined in the Cards MD), and prescribes restrictions on the functions that may be carried
out by a co-branding partner. The Cards MD does not apply directly to a co-branding partner, and requirements in the
Card MD relevant to co-branding partners are passed on contractually by partner card issuers. Basis this, the co-
236branded card must explicitly indicate that it has been issued under a co-branding arrangement. The co-branding partner
is prohibited from advertising/marketing any co-branded card as its own product and the co-branding partner’s role
under such arrangements is limited to marketing and distribution and the card issuers are liable for the acts of the co-
branding partner, including with respect to ensuring timely delivery of cashbacks, discounts and offers advertised by
the co-branding partner. After the co-branded card is issued, the co-branding partner is not permitted to be involved in
any processes or controls concerning the card, except acting as the initial point of contact for grievances.
Under the Cards MD, commercial banks issuers must ensure that in cases where the proposed co-branding partner is
a financial entity, the said entity has obtained necessary approvals from its regulator for entering into the co-branding
arrangement.
(i) RBI Circular on ‘Storage of Payment System Data’ dated April 6, 2018 (“Payments Data Localization Circular”)
Under the Payments Data Localization Circular, the RBI requires PSOs to ensure that all payments data relating to
payment systems including end-to-end transaction details, information collected, carried, processed as part of the
message and payment instructions, is localized in India.
(j) Procedural guidelines and circulars issued by the PCI for the Unified Payments Interface (“UPI”)
UPI is an instant payment system developed by the NPCI which merges several banking features, including
accessibility of multiple bank accounts, enabling peer-to-peer transactions, seamless fund routing and merchant
payments into a single application. The UPI ecosystem consists of numerous stakeholders including banks, merchants,
customers, payment service providers etc.
The NPCI has issued various procedural guidelines and circulars governing all stakeholders involved in the UPI
ecosystem including banks, third-party application providers (“TPAP”), and payment facilitators. The
circular/guidelines issued by the NPCI govern various aspects which are critical to the UPI ecosystem including,
functional and interoperability compliance requirements, risk and information security requirements, technology and
operational compliance, pricing and transactional limits in UPI, transaction reconciliation and dispute settlement and
BHIM UPI branding guidelines.
The NPCI had introduced a cap of 30% on UPI transaction volumes per TPAP (“Volume Cap”) to mitigate
concentration risks and ensure a balanced ecosystem. Since issuance, the implementation of this Volume Cap has been
extended multiple times, and most recently, the timeline has been extended until December 2026.
(k) Master Directions on Cyber Resilience and Digital Payment Security Controls for non-bank Payment System
Operators, 2024 (“Cyber Resilience MD”)
The RBI issued the Cyber Resilience MD on July 30, 2024 with the objective of ensuring that authorised non-bank
PSOs are resilient to existing and emerging information systems risks and cyber security risks. Under the Cyber
Resilience MD, PSOs are required to inter alia (a) formulate a board approved Information Security (“IS”) policy to
manage potential IS risks covering all applications and products concerning payment systems; (b) prepare a board-
approved cyber crisis management plan; (c) define key risk indicators to identify potential risk events; and (d) assess
the effectiveness of its security controls through key performance indicators. The Cyber Resilience MD also prescribes
baseline IS measures and controls pertaining to inventory management, identity and access management, network
security, application security life cycle, security testing, vendor risk management, data and cloud security, incident
response mechanisms, employee training, securing application program interfaces, developing a business continuity
plan and other security measures. The Cyber Resilience MD also sets out instructions pertaining to digital payment
security measures and controls in relation to mobile, card and PPI payments.
The Cyber Resilience MD prescribes that 'Large non-bank PSOs' (i.e., Clearing Corporation of India Limited, NPCI,
NPCI Bharat Bill Pay Limited, card payment networks, non-bank ATM networks, white label ATM operators, large
PPI issuers, Trade Receivables Discounting System operators, BBPOUs and PAs) must put in place the necessary
compliance structure to ensure adherence to the Cyber Resilience MD.
(l) Reserve Bank of India (Commercial Banks – Know Your Customer) Directions, 2025 (“KYC MD”)
The RBI issued the KYC MD (as amended from time to time) to ensure that inter alia PSOs adhere to certain customer
identification procedures while undertaking transactions exceeding specified thresholds, and to monitor customer
transactions in order to ensure the regulated entities’ compliance with the PMLA, PMLR (defined below) which aim
to ensure integrity and stability of the financial system by preventing banks and other financial institutions from being
used as a channel for money laundering / terrorist financing.
237The KYC MD requires regulated entities to, inter alia, adopt a board-approved KYC policy and implement necessary
programmes to combat money laundering and terror financing. Primarily, the KYC policy framework adopted must
include (i) customer acceptance and customer identification policies which ensure that appropriate due diligence
measures are undertaken to identify customers at the time of commencement of an account based relationship with the
customer and on an ongoing basis; (ii) a risk management policy for risk-based categorisation of customers; (iii) robust
record management systems to ensure compliance with the KYC MD; and (iv) a transaction monitoring mechanism
to ensure that transactions are consistent with the entity’s knowledge of the customer, their business and risk profile,
as well as to enable monitoring of specific categories of transactions as mandated by the KYC MD. The KYC MD is
applicable to entities undertaking KYC of its customers who wish to operate full KYC PPIs.
(m) Reserve Bank - Integrated Ombudsman Scheme, 2021 and 2026, and the Reserve Bank of India (Non-Bank Prepaid
Payment Instruments Issuers - Internal Ombudsman) Directions, 2026
The RBI issued the Reserve Bank – Integrated Ombudsman Scheme, 2026, in supersession of the Reserve Bank -
Integrated Ombudsman Scheme, 2021 on January 16, 2026 (“Ombudsman Scheme”). This Ombudsman Scheme will
come into effect from July 1, 2026 – however, the Reserve Bank - Integrated Ombudsman Scheme, 2021 will continue
to apply to any complaints made prior to July 2026, as well as to any appeals and execution of awards made originally
under the erstwhile scheme. The Ombudsman Scheme provides cost-free redress of customer complaints involving
deficiency in the services rendered by the specified RBI regulated entities (such as non-bank PPI issuer entities), where
(a) the regulated entity fails to respond to such complaint, or where such deficiency is not resolved to the satisfaction
of the customer within the prescribed period in the Ombudsman Scheme by such entity, and (b) the complaint is
brought to the RBI ombudsman within the period specified in the Ombudsman Scheme. The Ombudsman Scheme
provides for the details on how such complaints can be filed, and will be handled by the RBI ombudsman, including
the powers granted by RBI to the ombudsman on decision making in relation to such complaints. Each regulated entity
is required to appoint a Principal Nodal Officer who is responsible for representing the regulated entity in respect of
complaints and each regulated entity is also mandated to display the salient features of the Ombudsman Scheme in all
branches/places where the business is transacted.
Further, the RBI issued the Reserve Bank of India (Non-Bank Prepaid Payment Instruments Issuers - Internal
Ombudsman) Directions, 2026 on January 14, 2026 (“PPI Internal Ombudsman Directions”) which apply to Non-
Bank Prepaid Payment Instruments Issuers having more than one crore Prepaid Payment Instruments outstanding as
on March 31, 2025, or thereafter. Under the PPI Internal Ombudsman Directions, eligible PPI issuers are required to
appoint at least one Internal Ombudsman (“IO”), subject to such terms of their appointment, qualifications,
responsibilities, etc as set out thereunder. The PPI Internal Ombudsman Directions further require instating a fully
automated complaints management system, with all partially resolved or wholly rejected complaints auto-escalated to
the office of the IO for review within specified timelines.
(n) RBI otification on “Prevention of financial frauds perpetrated using voice calls and SMS – Regulatory
prescriptions and Institutional Safeguards” (“P otification”)
The PFF Notification released on January 17, 2025, aims to mitigate the risks involved in unsolicited commercial
communications, especially in the financial sector, amid the surge in digital frauds and the proliferation of scams
through customers’ personal mobile numbers. It is applicable to, inter alia, PAs and PSOs (collectively referred to as
“RE”). Under the PFF Notification, REs are required to use Mobile Number Revocation List (“MNRL”) available on
the Digital Intelligence Platform developed by the Department of Telecommunications, Ministry of Communications,
GoI. The MNRL, a list of permanently disconnected mobile numbers published monthly on the Digital Intelligence
Platform, allows entities to clean up their database and/or seek updates from their customers. Other compliance
requirements under the PFF Notification include developing standard operating procedures, sharing customer
information with the Digital Intelligence Platform, and use of “1600xx” numbering series to make transactional or
service calls and the “140xx” numbering series to make promotional voice calls, as well as other requirements set out
by the TRAI (defined below) that are annexed to the PFF Notification.
(o) Reserve Bank of India (Authentication Mechanisms for Digital Payment Transactions) Directions, 2025
("Authentication Directions")
The Authentication Directions published by the RBI on September 25, 2025 and effective from April 1, 2026 (for
domestic transactions), applies to PSOs and payment system participants. These directions define a ‘Factor of
Authentication’ as “credential of the customer which is used for authentication. The factors of authentication can be
from “something the user has”, “something the user knows” or “something the user is” and may comprise, inter-alia,
password, SMS based OTP, passphrase, PIN, card hardware, software token, fingerprint, or any other form of
biometrics (device native or Aadhaar based)”. It lays down the following principles for authentication of payment
238instructions which PSOs must adhere to - (a) there must be a minimum of two distinct factors of authentication; (b)
for transactions other than card present transactions (i.e., for transactions where the card and acceptance infrastructure
are not in close proximity while making the transaction), at least one factor must be dynamic (i.e., unique to that
transaction); (c) the authentication must be robust i.e., the compromise of one factor should not affect the reliability of
the other.
(p) Prevention of Money-Laundering Act, 2002 (“PMLA”) and PML (Maintenance of Records) Rules 2005 (“PMLR”)
The PMLA read with the PMLR deals with the: (a) offence of money-laundering based on certain predicate offences,
and contains provisions in that regard; including checks to ensure that controls are in place to prevent and curb money
laundering, PMLA recognizes certain entities such as banks, financial institutions, securities intermediaries and
persons carrying on a designated business or profession as 'reporting entities' (“Reporting Entity”). The Company,
PWBPL, and PIBSPL as Reporting Entities, are required to comply with a host of requirements under the PMLA and
the PMLR, including in relation to identity verification, maintenance of records, reporting of recorded transactions,
appointment of officers, furnishing of information, audit.
(q) Department of Telecommunications (“DoT”) and Telecom Regulatory Authority of India (“TRAI”)
(a) TCCCPR
Companies are required to ensure compliance with the Telecom Commercial Communications Consumer Preference
Regulations, 2018 and the Telecom Commercial Communications Customer Preference (Second Amendment)
Regulations, 2025 (collectively, the “TCCCPR”), which regulates unsolicited commercial calls and messages. Under
the TCCCPR, ‘commercial communications’ are defined as any call or message sent over the public
telecommunications network with the primary purpose of informing about, advertising or soliciting business for inter
alia goods or services. Service messages/calls, transactional messages/calls and promotional messages/calls are all
viewed as commercial communications regulated under the TCCCPR. Further, the entity sending commercial
communications would have to register itself with an authorized telecom service provider (“TSP”) in India in the
prescribed manner. Once registered, promotional communication may be sent to recipients, only according to their
preferences registered in the Customer Preference Registration Facility maintained with the TSP, or if the explicit
digital consent of the recipient has been obtained by the sender of commercial communications in accordance with the
TCCCPR (unless otherwise provided in the TCCCPR). For service communications about product or service
information to the existing customers and for transaction communication, the explicit consent of the customer is not
required, whereas for service communication that facilitate ongoing purchase(s), a time bound explicit consent is
required. There are also other compliance requirements that are required to be put in place in relation to commercial
communication such as content, consent templates and form requirements (for instance, use of registered headers) for
commercial communication which are to be registered with the TSP. Additionally, as per RBI notification dated
January 17, 2025, entities registered with TSPs to send commercial communications are inter alia also required to
transition to the 140xx and 1600xx number series for promotional messages and transaction / service messages
respectively.
(b) M2MSP
Entities engaged in Machine-to Machine (“M2M”) services are required to comply with the Guidelines for the
registration process of M2M service providers (“M2MSP”) and Wireless Personal Area Network/Wireless Local Area
Network Connectivity Providers for M2M services, issued vide DoT circular dated February 8, 2022 (“M2MSP
Guidelines”) and other terms and conditions issued by DoT from time to time regarding M2M services. Amongst
other things, the M2MSP Guidelines detail the general terms and conditions for registration, including eligibility
criteria, requirements around sourcing telecom resources from authorized licensees, adhering to KYC guidelines,
maintaining customer details, and ensuring quality of service.
(r) Reserve Bank of India (Commercial Banks – Credit Facilities) Directions, 2025 & Reserve Bank of India (Non-
Banking Financial Companies– Credit Facilities) Directions, 2025 (collectively the “Digital Lending MDs”)
The digital lending ecosystem in India is regulated by the RBI through inter alia, the Digital Lending MDs. The Digital
Lending MDs issued on November 28, 2025 has withdrawn/repealed the erstwhile Reserve Bank of India (Digital
Lending) Directions, May 8, 2025 pursuant to the RBI’s repeal / withdrawal of 9445 circulars and subsequent
consolidation in 244 new master directions under RBI circular – “Consolidation of Regulations – Withdrawal of
circulars” dated November 28, 2025.
Entities that inter alia facilitate the distribution of loan products on behalf of its partner banks and non-banking
financial companies (“Authorised Lenders”) are classified as lending service providers (“LSP”). While the Digital
239Lending MDs are directly applicable to Authorised Lenders, LSPs are contractually obligated to comply with these
guidelines through its agreements with the Authorised Lenders. These guidelines govern the digital lending operations
of both Authorised Lenders and their outsourced partners (such as LSPs), particularly in scenarios where digital
technologies are used to deliver lending services efficiently.
The LSP performs certain functions on behalf of, and as an agent of, the Authorised Lenders — such as customer
acquisition, services incidental to underwriting and pricing, loan servicing, monitoring, and recovery of specific loans
or loan portfolios. Digital lending apps (“DLA”), which are defined as mobile or web-based applications on a
standalone basis or as a part of suite of functions of an application that offers user interfaces for digital lending services.
Given its role in managing the customer interface through the DLA, the LSP must adhere to several key compliance
obligations. These include restrictions on involvement in the flow of funds between borrowers and Authorised Lenders,
data collection and privacy requirements, grievance redressal mechanisms, and other contractual duties as specified
by their arrangements with the Authorised Lenders.
The list of all DLAs associated with Authorised Lenders has been made publicly available on the RBI website for ease
of verification by the customers. The Digital Lending MDs stipulates certain requirements to be fulfilled by an entity
providing LSP services to multiple Authorised Lenders to ensure transparency, neutrality, and borrower protection in
the digital lending ecosystem. Some of these requirements include the provision of a digital view of all the loan offers
matching borrower’s requirements, following a consistent mechanism for similarly placed borrowers and products and
providing certain minimum details along with the relevant key fact statements for each of the matching loan offers.
As and when the LSP enters into default loss guarantee (“DLG”) arrangements with Authorised Lenders to compensate
for losses incurred by the Authorised Lenders up to a pre-specified percentage of the identified loan portfolio, the
relevant provisions of the Digital Lending MD will become applicable to the LSP through contractual obligations
imposed by the Authorised Lenders. DLG is a contractual arrangement between an Authorised Lender and a LSP under
which the LSP agrees to compensate the Authorised Lender for loan losses due to default by the borrowers, up to a
pre-specified percentage of the loan portfolio, not exceeding five percent of the amount of the pre-agreed loan
portfolio. The definition also covers implicit guarantees that function similarly by being tied to the performance of the
loan portfolio. The guidelines require that DLG arrangements be formalized through explicit, legally enforceable
contracts. These contracts must detail the extent of the guarantee, the form in which it is maintained with the Authorised
Lender, and the timeline for invocation. Additionally, LSPs are required to disclose on their websites the total number
of loan portfolios covered under DLG and the corresponding value of each on a monthly basis.
According to the Digital Lending MD, Authorised Lenders may only accept DLGs in specific forms: cash deposits
with the Authorised Lender, fixed deposits with a scheduled commercial bank with a lien in the Authorised Lender's
favour, or a bank guarantee in favour of the Authorised Lender. The Authorised Lender is responsible for identifying
non-performing assets within the underlying portfolio and for provisioning them in line with applicable asset
classification norms, irrespective of any DLG cover available at the loan portfolio level. The guidelines also specify
that the DLG must be invoked within a maximum overdue period of 120 days. The DLG agreement entered into
between the LSP and the Authorised Lender must remain valid for at least the longest tenor of the loan in the underlying
loan portfolio. Furthermore, Authorised Lenders are required to adopt a board-approved policy governing DLG
arrangements, covering eligibility criteria for DLG providers, the scope and extent of DLG cover, procedures for
monitoring and reviewing the arrangement, and details of fees payable to the DLG provider.
(s) Reserve Bank of India (Commercial Banks – Managing Risks in Outsourcing) Directions, 2025 & Reserve Bank
of India (Non-Banking Financial Companies – Managing Risks in Outsourcing) Directions, 2025 (collectively
“Outsourcing Directions”)
Outsourcing by commercial banks (as defined in the Reserve Bank of India (Commercial Banks – Managing Risks
in Outsourcing) Directions, 2025) and NBFCs (as defined in the Reserve Bank of India (Non-Banking Financial
Companies – Managing Risks in Outsourcing) Directions, 2025) were previously regulated under specific guidelines
and master directions, depending on the licensed entity carrying out the outsourcing or the activity being outsourced.
For instance, (a) outsourcing of financial services by all banks was regulated by the RBI’s ‘Guidelines on Managing
Risks and Code of Conduct in Outsourcing of Financial Services by Banks, 2006’; (b) outsourcing of financial services
by NBFCs was regulated by the RBI’s ‘Master Direction - Reserve Bank of India (Non-Banking Financial Company
– Scale Based Regulation) Directions, 2023’; and (c) outsourcing of IT services by all regulated entities was regulated
by the RBI’s “Master Direction on Outsourcing of Information Technology Services, 2023”. However, these
guidelines and frameworks have been withdrawn/repealed and consolidated into the Outsourcing Directions pursuant
to the RBI circular – “Consolidation of Regulations – Withdrawal of circulars” dated November 28, 2025
Chapter III of the respective Outsourcing Directions regulates the outsourcing of financial services by commercial
banks and NBFCs, with the chapters from both master directions being substantively similar. Under this chapter,
240although commercial banks and NBFCs are permitted to outsource certain activities, the ultimate responsibility for
ensuring the integrity, confidentiality, and compliance of these outsourced functions continues to rest with the
commercial bank or NBFC, respectively. The Outsourcing Directions aims to ensure that commercial banks and
NBFCs uphold robust risk management practices and maintain regulatory compliance when outsourcing financial
services to third-party vendors. Inter alia, in relation to the outsourcing of financial services, the Chapter III of the
Outsourcing Directions outlines key risk areas banks and NBFCs must monitor while outsourcing: strategic risk,
reputational risk, compliance risk, operational risk, legal risk, and concentration risk. Commercial Banks and NBFCs
are required to conduct thorough due diligence on service providers, enter into comprehensive contracts that clearly
define the scope and responsibilities, and put in place robust oversight mechanisms. Outsourced entities must maintain
confidentiality and ensure data security, with clear restrictions on data sharing without customer consent.
Chapter III of the Outsourcing Directions apply to LSPs by virtue of their contractual obligations under LSP
arrangements with the partnering commercial banks or NBFCs, as applicable, in order for the lending partner to ensure
that in respect of financial services, the LSP operates in alignment with the RBI’s regulatory expectations, including
safeguarding customer data, ensuring service quality, and enabling oversight and audit access. These obligations form
an integral part of the outsourcing arrangement, thereby ensuring the LSP meets the same standards of governance,
risk management, and accountability as the commercial bank or NBFC itself in the delivery of outsourced services.
Separately, Chapter IV of the Outsourcing Directions (each chapter being substantively similar) aims to ensure
effective risk management when IT services are outsourced. Outsourcing of IT services means use of a service
provider, whether affiliated or third-party, to perform or support IT activities (like IT infrastructure management,
network and security solutions, application development, data center management, cloud computing services etc.) that
would normally be undertaken by the commercial bank or NBFC itself. Chapter IV of the Outsourcing Directions also
regulates and lists out the provisions for material outsourcing of IT services i.e., outsourcing activities which (i) if
disrupted, would have a significant impact on the regulated entity’s business operations; and (ii) may have material
impact on the regulated entity’s customers. While the compliance responsibility lies with the regulated entity, the
outsourced service providers are bound by these directions through contractual obligations, making them accountable
for meeting the same regulatory and operational standards as the regulated entities. Regulated entities such as partner
commercial banks and NBFCs are likely to contractually pass on these requirements to service providers like LSPs,
where the LSP is involved in the provision of IT outsourcing services.
II. Securities and Exchange Board of India (“SEBI”)
(a) Securities and Exchange Board of India Act, 1992 (the “SEBI Act”)
The SEBI Act was enacted to establish SEBI, with the aim of protecting investors, promoting market development,
and regulating the securities market. It inter alia provides for the registration and oversight of persons associated with
the securities market and market intermediaries such as stockbrokers, depository participants, and investment advisers.
SEBI issues regulations, circulars, and guidelines to govern these entities and is empowered to impose penalties,
suspend or cancel registrations, initiate prosecutions, and conduct inspections to ensure compliance with legal and
regulatory standards.
(b) Securities Contracts (Regulation) Act, 1956 (the “SCRA”)
The SCRA, which is the foundational enactment for securities market in India, along with rules and regulations framed
thereunder define and govern transactions in securities (as defined under the SCRA) as well as provide a framework
to establish stock exchanges and for the framing of the bye laws by exchanges. They also define what kind of
transactions in securities are permissible in India.
(c) Securities Contracts (Regulation) Rules, 1957 (the “SCRR”)
The SCRR has been enacted under Section 30 of the SCRA to give effect to various provisions of the SCRA. The
SCRR, inter alia, provides for the manner of recognition and regulation of a stock exchange, and enumerates the
regulatory powers of stock exchanges. It also provides for qualifications of members of recognized Stock Exchanges
and listing of securities on a stock exchange.
(d) Securities Market Code Bill, 2025
The Government of India has introduced a bill to enact the Securities Market Code, 2025 to consolidate and amend
the laws relating to the securities markets and for matters connected therewith or incidental thereto. Once enacted, this
Code would amend and consolidate the SCRA, SEBI Act and the Depositories Act.
241(e) Securities and Exchange Board of India (Intermediaries) Regulations, 2008 (“Intermediaries Regulations”)
The Intermediaries Regulations regulate intermediaries including stockbrokers, registrar and share transfer agent,
merchant banker, portfolio manager, investment adviser and research analysts. The Intermediaries Regulations inter
alia empower SEBI to take actions including suspension of certificate of registration and expulsion from stock
exchange membership against registered intermediaries who have failed to comply with any conditions subject to
which a certificate of registration has been granted to them or contravenes any of the provisions of the securities laws
or directions, instructions or circulars issued thereunder. The actions include (a) disposing of the proceedings without
any adverse action, (b) suspension of certificate of registration for a specified period, (c) cancellation of certificate of
registration, (d) prohibition of taking up new assignment or contract or launching a new scheme for a specified period,
(e) debarment of a branch or an office from carrying out activities or an officer from being employed or associated
with any registered intermediary or other registered person for the period specified in the order, or (f) issuance of a
regulatory censure to the noticee. Further the Intermediaries Regulations provide for special procedure for action on
expulsion from membership of the stock exchange(s) or clearing corporation(s) or termination of all the depository
participant agreements with depository(ies).
(f) Securities and Exchange Board of India (Certification of Associated Persons in the Securities Market) Regulations,
2007
The SEBI (Certification of Associated Persons in the Securities Markets) Regulations, 2007 provide that any category
of associated persons (as defined in terms of the said regulations) may be required to obtain certifications for
engagement or employment with intermediaries by SEBI. Through several notifications, SEBI has required approved
users and sales personnel of trading members in currency derivative and equity derivative segments, distributors of
mutual fund products, key managerial personnel of merchant bankers, compliance officers of intermediaries, research
analysts and certain persons associated with stock brokers, trading members or clearing members to obtain the
prescribed certification from National Institute of Securities Markets.
(g) Securities and Exchange Board of India (Stock Brokers) Regulations, 2026 (“Broker Regulations”)
The Broker Regulations governs the registration, obligations and responsibilities of stock brokers and clearing
members in Indian securities market aimed at establishing framework for registration of stock brokers and clearing
members. The Broker Regulations stipulates the conditions for granting or refusing a certificate of registration required
by a stock broker and the appointment of a compliance officer responsible for monitoring compliance with SEBI acts,
rules, regulations, and exchange bye laws, and handling investor grievance redressal.
Stock Exchange Rules, Regulation, Byelaws and Notices issued from time to time
Being a trading and clearing member of NSE and BSE, PWBPL, is governed by the applicable rules, regulations, bye
laws and notices of such exchanges, as amended from time to time. The relevant exchange is empowered under the
SCRA to make its own bye-laws and rules to deal with its members and regulations to govern/ regulate the relations
between the members and the constituents.
(h) Securities and Exchange Board of India (Research Analysts) Regulations, 2014 (“Research Analysts Regulations”)
The Research Analysts Regulations lay down, amongst other things, requirements to obtain a registration certificate
issued by SEBI to operate as a research analyst such as eligibility criteria, conditions for grant of certificate to research
analysts and its general obligations and responsibilities. Further, every research analyst is required to abide by the code
of conduct as specified under the Research Analysts Regulations. Research Analysts are also required to comply with
the Master Circular for Research Analysts dated June 27, 2025, which prescribes comprehensive guidelines for
research analysts. It provides for a mechanism for grievance redressal systems for investor complaints, compliance
with advertisement code, procedure for seeking prior approval in cases of change in control and administration and
supervision of research analysts through stock exchanges. SEBI has granted BSE Limited the recognition to administer
and supervise the operations of a research analysts and investment advisers and also formulate bye-laws, SOPs, FAQs,
etc. for this purpose.
(i) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 (“Depositories and
Participants Regulations”)
The Depositories and Participants Regulations, issued in terms of the powers conferred on SEBI under the Depositories
Act, 1992, provides for the manner of application for registration as a depository and a depository participant with
SEBI. The Depositories and Participants Regulations inter alia highlights rights and obligations of depositories,
participants, issuers, manner of surrender of certificate and creation of pledge, etc. It further prescribes the mechanism
242for investor protection, evaluation of internal systems, manner for handling share registry work and liability of a
participant or a depository in case of default. PWBPL is registered with Central Depository Services Limited as a
depository participant and hence will also be governed by the byelaws, operating instructions, communiques, etc.
issued by CDSL in this regard.
(j) Securities and Exchange Board of India Mutual unds Regulations, 1996 (“SEBI Mutual unds Regulations”)
(to be superseded by the Securities and Exchange Board of India (Mutual Funds) Regulations, 2026 with effect
from April 1, 2026) and Revised Code of Conduct for Intermediaries of Mutual Funds by Association for Mutual
unds in India (“AM I Guidelines”)
The SEBI Mutual Funds Regulations govern the law pertaining to the business of mutual funds in India. For mutual
funds appointing agents / distributors, it must be ensured that such agents/distributors are mandatorily registered with
the Association of Mutual Funds in India and hold a valid AMFI Registration Number (“ARN”). In case
firms/companies are engaged as mutual fund distributors, the requirement of certification from National Institute of
Securities Markets is made applicable to the persons engaged in sales or distribution of mutual fund products. AMFI
from time-to-time issues guidelines for intermediaries in alignment with any regulatory guidance prescribed by SEBI.
The primary objective of the AMFI Guidelines is to ensure that mutual fund intermediaries do not use unethical means
to sell, market, or induce any investor to buy units of their scheme(s) and mobilize funds on the strength of professional
fund management and good practices. The AMFI Guidelines are mandatory, and all such intermediaries are required
to strictly comply with the code of conduct prescribed by AMFI.
AMFI has prescribed the Code of Conduct (“Code”) for Mutual Fund Distributors (“MFDs”) in India, with effect
from April 2022, which primarily guides the operations of such MFDs in the securities market. It emphasizes the
fiduciary duty of MFDs to prioritize investor interests, exercise due diligence, and provide suitable advice. MFDs must
avoid conflicts of interest and disclose any affiliations with AMCs. It mandates compliance with SEBI regulations,
AMFI guidelines, and KYC norms.
Further, MFDs must maintain adequate infrastructure, internal controls, and records. The Code also addresses
obligations regarding handling investor information and data privacy, adhering to agreements with AMCs. It covers
training requirements, cooperation with regulatory bodies, and notification of any changes in MFD status.
(k) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”)
The PIT Regulations prohibit trading in securities while in possession of unpublished price sensitive information
(“UPSI”). The PIT Regulations also prohibit the communication or procurement of UPSI, except where such
communication is in furtherance of legitimate purposes, performance of duties, or discharge of legal obligations.
The PIT Regulations prescribe a comprehensive framework of trading restrictions and compliance protocols for
persons who may have access to UPSI. These include, without limitation, establishment of Chinese walls, pre-
clearance of trades, implementation of trading plans, maintenance of restricted lists, prescribed disclosure
requirements, and mechanisms for identification and protection of UPSI. In addition, the PIT Regulations require listed
companies, mutual funds, intermediaries, and fiduciaries to formulate a code of conduct governing trading by their
directors, officers, employees, and connected persons, as well as to maintain a structured digital database recording
details of persons with whom UPSI is shared.
(l) Securities and Exchange Board of India Master Circular on Know Your Customer (KYC) norms for the securities
market dated October 12, 2023
The extant regulatory framework governing KYC norms for all SEBI registered intermediaries mandates such
intermediaries to verify the identity and address of clients, conduct customer due diligence and ensure that no account
is opened in a fictitious name. Such KYC checks must be conducted at the time of account opening as well as on an
ongoing basis, including verification through KYC Registration Agencies, periodic updating of client records, risk
categorization, and enhanced due diligence for high-risk clients. SEBI registered intermediaries also have obligations
relating to identification of beneficial owners, reporting of suspicious transactions to the FIU-IND, record-keeping of
KYC documents, and ongoing monitoring of transactions to detect and prevent money laundering or terrorist financing.
(m) Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, 2003
(“SEBI P UTP Regulations”)
The SEBI PFUTP Regulations prohibit manipulative, fraudulent, and unfair practices in connection with securities
markets. It defines various categories of prohibited activities including market manipulation, price rigging, misleading
statements, and artificial transactions designed to create false market impressions. The SEBI PFUTP Regulations
243empowers SEBI to investigate suspected violations, issue cease-and-desist orders, and impose monetary penalties and
market access restrictions. It also establishes the basis for disgorgement of ill-gotten gains and provides for restitution
to affected investors harmed by fraudulent practices.
(n) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”)
The SEBI Listing Regulations delineate ongoing compliance obligations and disclosure requirements for companies
with listed securities. It establishes requirements, inter alia for financial disclosures, corporate governance standards,
investor grievance mechanisms, and timely reporting of material events. The SEBI Listing Regulations mandates
specific committee compositions, independent director requirements, and related party transaction approvals. It
prescribes formats and timelines for periodic submissions to exchanges and requires the appointment of qualified
compliance officers to ensure adherence to regulatory requirements.
(o) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI
ICDR Regulations”)
The SEBI ICDR Regulations regulates the issuance of capital and disclosure requirements for companies raising funds
through various channels including, inter alia, initial public offer, further public offer, rights issue and qualified
institutions placement. It sets out the guidelines and frameworks that companies must follow to issue securities to the
public. It also outlines the disclosure requirements pertaining to all material information, risks, and details about the
financial position of the company.
(p) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(“SEBI SBEB & SE Regulations”)
The SEBI SBEB & SE Regulations governs the share-based employee benefit schemes of equity listed companies. It
is applicable to an equity listed company that seeks to issue sweat equity shares or has a scheme: (i) for direct or
indirect benefit of employees; (ii) involving dealing in or subscribing to or purchasing securities of the company,
directly or indirectly; and (iii) satisfying, directly or indirectly, any one of the following conditions: (a) the scheme is
set up by the company or any other company in its group; (b) the scheme is funded or guaranteed by the company or
any other company in its group; and (c) the scheme is controlled or managed by the company or any other company
in its group.
(q) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(“SEBI SAST Regulations”)
Once the equity shares of a company are listed on a stock exchange in India, the provisions of the SEBI SAST
Regulations apply to any acquisition of the company’s shares, voting rights, or control. Under the SEBI SAST
Regulations, any acquisition of shares or voting rights in a listed company beyond prescribed thresholds triggers
mandatory disclosure and open offer requirements to protect investor interests. The SEBI SAST Regulations also
provide exemptions from open offer obligations in specific cases, such as inter-se transfers among promoters.
III. Insurance Regulatory and Development Authority of India (“IRDAI”)
(a) Insurance Regulatory and Development Authority (Insurance Brokers) Regulations, 2018 (“Insurance Brokers
Regulations”)
Insurance brokers are granted a certificate of registration in accordance with the Insurance Brokers Regulations and
are, inter alia, required to adhere to the capital requirements, maintenance of minimum net worth of ₹5 million and
deposit requirements. They must also adhere to a code of conduct as prescribed under the Insurance Broker
Regulations. The registration granted is subject to a number of conditions, including, taking adequate steps for
redressal of grievances of clients within prescribed timelines whilst also keeping the IRDAI informed about the number
and nature of complaints received, abstaining from undertaking multi-level marketing for solicitation and procurement
of insurance products and maintaining records in specified formats.
(b) Insurance Regulatory and Development Authority of India Guidelines on Insurance e-commerce, 2017
(“Guidelines on Insurance e-commerce”)
The Guidelines on Insurance e-commerce issued by the IRDAI regulate and govern the online insurance business, and
marketing and solicitation of insurance business through online mode. The Guidelines on Insurance e-commerce
mandate all insurers and insurance intermediaries, who are desirous of setting up an Insurance Self-Network Platform
244(“ISNP”) for undertaking insurance e-commerce activities in India, to file an application for registering their electronic
platform set up as an ISNP with the IRDAI. The Guidelines on Insurance e-commerce provide for internal monitoring,
review and evaluation of systems and controls, which is subject to review by an external certified information system
auditor (CISA), chartered accountants with DISA qualification from ICAI or CERT-IN experts at least once annually,
code of conduct, adherence to regulatory prescriptions and grievance mechanism. The Guidelines on Insurance e-
commerce also prescribe a code of conduct to be followed by operators of ISNPs which, amongst other things, require
that policyholders should be provided with a copy of the insurance policy in electronic form, furnish post sales
servicing of policies sourced through it, and prohibits ISNPs being used for conducting business prejudicial to the
interests of policyholders and manipulating the insurance business.
(c) Insurance Regulatory and Development Authority of India (Protection of Policyholders’ Interests, Operations and
Allied Matters of Insurers) Regulations, 2024 (“Protection of Policyholder’s Interest Regulations”).
The Protection of Policyholder’s Interest Regulations aims to streamline the operations of the insurers to enhance the
level of disclosures, promote transparency and fair treatment towards the policyholders.
The Protection of Policyholder’s Interest Regulations cast responsibility on the insurers and their distribution channels
to fulfil their obligations towards policyholders and have in place standard procedures including best practices for sale
and service of policyholders. The interests of the prospects and policyholders are required to be secured by providing
robust solicitation processes, after sales processes, claims processes, and effective grievance redressal mechanisms.
These regulations also lay down the principles and practices to be followed while issuances of advertisements The
regulations also require insurers to issue policies in electronic form as per their board approved policy by safeguarding
data privacy, security and in terms of cybersecurity guidelines and prescribe the manner of opening or closing of place
of business within or outside India by insurers. Further, IRDAI has also issued the 'Master Circular on Operations and
Allied Matters of Insurers, 2024' and 'Master Circular on Protection of Policyholders Interests, 2024', setting out
detailed framework and control requirement for operational matters.
(d) Insurance Regulatory and Development Authority of India (Maintenance of Information by the Regulated Entities
and Sharing of Information by the Authority), Regulations, 2025 (“Minimum Information Regulation”)
The Minimum Information Regulations prescribes the records which the insurance companies and insurance
intermediaries are expected to maintain and which can be requested for by IRDAI during an investigation or inspection.
Insurance intermediaries are required to maintain at their place of business in India, records pertaining to employees
(including their appointment, trainings, terminations, etc), policies solicited with respect to new and renewal business
(proposal details, insurers, premiums, risk commencement, etc), claims and grievances (including documentation and
resolutions), financial transactions and other operational details (opening, relocation and closure of offices, etc).
(e) Insurance Regulatory and Development Authority of India (Expenses of Management, including Commission of
Insurers) Regulations 2024 (“EOM Regulations”)
The EOM Regulations consolidated the erstwhile regulations governing Expenses of Management for Life Insurers,
Expenses of Management for General or Health Insurers and regulations governing Payment of Commission to
Insurance agents and insurance intermediaries.
The EOM Regulations lay down the limit of expenses of management which the insurers can spend under each segment
like life insurance (first year premium, renewal premium), health insurance and general insurance. The regulations
further permit for additional allowances on account of insuretech and insurance awareness activities, head office
expenses, government schemes related expenses. This provides flexibility to the insurers to determine the commission
structures for insurance agents and insurance intermediaries based on the principles provided in the board approved
policies of the insurers. These regulations lay down the governance structure required at the end of the insurers to
ensure compliance of these regulations and the consequential actions in case of non- compliance or non-adherence.
(f) Information and Cyber Security Guidelines issued in April 2023 (“ICSG Guidelines”).
The ICSG Guidelines are issued by IRDAI for ensuring the security of all organization’s information assets through
implementation of up-to-date security mechanisms for prevention and monitoring of threats, governance of
information security related activities and awareness of all employees. The ICSG Guidelines are applicable to all
Insurers, insurance intermediaries and other entities such as insurance repositories, IIB, corporate surveyors, ISNPs,
MISPs and CSCs. These guidelines aim to enhance cyber resilience of the Insurance sector in India and establish a
comprehensive framework for data centric security, governance, risk management and compliance.
245The ICSG Guidelines mandate the establishment of a robust governance structure and list down responsibilities of the
Board of Directors and various committees of the Board. The entities are required to conduct an Independent Assurance
Audit (“IA Audit”) annually on various parameters like data classification and protection, access control management,
cloud security policies, asset management, cryptographic controls, business continuity and disaster recovery, etc. The
guidelines also lay down the reporting process in case of any cyber incidents.
(g) Insurance Regulatory and Development Authority of India (Insurance Fraud Monitoring Framework) Guidelines,
2025 (“ raud Monitoring Guidelines”)
The Fraud Monitoring Guidelines have been introduced by IRDAI on October 9, 2025. These guidelines have been
formulated to establish a comprehensive framework to effectively deter, prevent, detect, report, and remedy fraud risks
across the insurance industry. The guidelines are applicable to all insurers and distribution channels from April 1, 2026.
The Fraud Monitoring Guidelines require intermediaries and insurance intermediaries (excluding individuals) to
recognize and understand fraud risks to their organizations, including potential types and impacts, and take steps to
minimize their vulnerability. The Fraud Monitoring Guidelines also extend liability to the board of directors and senior
management of such intermediaries in relation to establishing an appropriate and adequate fraud risk management
framework, which includes implementing internal policies and procedures to deter, prevent, detect, report, and remedy
frauds.
Further, the Fraud Monitoring Guidelines require insurance intermediaries to put in place a mechanism to inform the
concerned insurer of any suspected fraud that may impact them, providing all relevant details. Insurers, intermediaries
and insurance intermediaries will also be required to conduct regular fraud awareness programs for policyholders and
the general public in addition to periodic training programs for employees, senior management and board members on
fraud risk management.
Other Regulations
The Promotion and Regulation of Online Gaming Act, 2025 (“Online Gaming Act”)
On August 22, 2025, the Government of India notified the Online Gaming Act in the Gazette of India; however its
provisions are yet to be brought into effect. The Online Gaming Act seeks to recognise and promote e-sports, which it
defines as an online game that (a) is played as part of multi-sports events; (b) involves organised competitive events
between individuals or teams, conducted in multiplayer formats governed by predefined rules; (c) is duly recognised
under the National Sports Governance Act, 2025, and registered with the authority or agency under Section 3; (d) has
outcome determined solely by factors such as physical dexterity, mental agility, strategic thinking or other similar
skills of users as players; (e) may include payment of registration or participation fees solely for the purpose of entering
the competition or covering administrative costs and may include performance-based prize money by the player; and
(f) does not involve the placing of bets, wagers or any other stakes by any person, whether or not such person is a
participant, including any winning out of such bets, wagers or any other stakes; and online social games in India
(played without staking money or similar stakes). With respect to games that are not online money games (i.e., e-sports
and online social games), the Online Gaming Act seeks to create a mechanism for registration of all such games with
an authority created or constituted for this purpose.
With regard to online money games however (regardless of whether they are games of skill or chance), the Online
Gaming Act seeks to prohibit the (i) offering, aiding, abetting, inducing or otherwise indulging or engaging in the
offering of online money games or online money gaming services; (ii) engaging in, permitting, aiding, abetting,
inducing or otherwise facilitating financial transactions or authorisation of funds towards payments for any online
money gaming service; and (iii) making, causing to be made, aiding, abetting, inducing, or otherwise being involved
in the making or causing to be made of advertisements promoting any person to play any online money games or
indulge in any activity promoting online gaming.
Laws in relation to consumer protection
Entities involved in the marketing, sale, and distribution of goods or services are required to ensure compliance with
the (Indian) Consumer Protection Act, 2019 and its underlying rules (“CPA”). The CPA regulates inter alia the
marketing, sale, and distribution of goods and services for consideration in India by traders and service providers
(including electronic service providers such as online marketplaces). Service is defined as service of any description
which is made available to potential users excluding the rendering of any service free of charge or under a contract of
personal service. An entity that provides 'services' is required to refrain from certain practices such as restrictive trade
practices, unfair trade practices, entering into unfair contracts, providing deficient services, charging a price in excess
246of what is fixed by law or displayed on the price list/price agreed between parties, offering hazardous services knowing
such services to be injurious, causing false or misleading advertisement to be made that are prejudicial to the interest
of consumers, or violation of consumer rights.
In addition to service providers ensuring that its advertisements do not amount to an ‘unfair trade practice’, service
providers are also required to ensure compliance with other advertisement regulations, including the Guidelines for
Prevention of Misleading Advertisements and Endorsements for Misleading Advertisements, 2022, and the
Advertising Standards Council of India’s Code for Self-Regulation of Advertising Content in India, in relation to the
advertisements displayed on its website/mobile application as well as marketing activities for its own services and
product offerings. Some of these compliances include conditions for a valid advertisement, ensuring that
advertisements do not contain statements or visual presentations which are likely to mislead consumers, advertisements
which are prejudicial to the interests of consumers, using appropriate disclaimers where necessary, complying with
font, visual representation and text related restrictions. Additionally, the entities are also required to ensure compliance
with the Guidelines for Prevention and Regulation of Dark Patterns, 2023 which prohibit platforms, advertisers and
sellers from engaging in practices in their user interface and user experiences (UI/UX) that are designed to mislead or
trick users into doing an unintended action.
Laws in relation to data protection
(a) Privacy Rules
Companies are required to ensure compliance with the Information Technology (Reasonable Security Practices
and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“Privacy Rules”) in connection with its
processing of personal information (“PI”) and sensitive personal data or information (“SPI”). The Privacy Rules
require a body corporate collecting SPI to obtain the prior consent of the information provider in writing regarding
the purpose of usage of such information. Where the information is collected directly from the person concerned,
the entity collecting the information has to ensure that such person has knowledge of: (a) the fact that the
information is being collected, (b) the purpose for which the information is being collected, (c) the intended
recipients of the information, and (d) the name and address of the agency that is collecting the information and the
agency that will retain the information. The collection of information must be necessary for a lawful purpose, and
necessary for the purpose for which it is collected. The information must not be retained for longer than is required
for the purpose for which it was collected, and it must be used only for such purpose. The information must be kept
secure.
Further, the Privacy Rules provide that the disclosure and/or transfer of such SPI to any third party would also
require the prior permission of the information provider. In the case of transfer of SPI, the transferor has to ensure
that transferee adheres to the same level of data protection as provided for under the Privacy Rules.
(b) DPDP Framework
The Government has, in 2023, notified the Digital Personal Data Protection Act, 2023 (the “DPDP Act”) into law.
Following this, it notified the Digital Personal Data Protection Rules, 2025 on November 13, 2025 (“DPDP Rules”)
and set out an implementation timeline for the DPDP Act and the DPDP Rules (together, “DPDP Framework”)
over an 18-month period starting from November 2025. Provisions pertaining to the setting up of the administrative
machinery for implementing the DPDP Framework (such as those on the Data Protection Board of India (“DPB”))
are in force as of November 13, 2025, and the provisions in relation to registration and obligations of consent
managers will come into force within 1 year (i.e., November 2026). Key functions of the DPB include: (i)
monitoring compliance and imposing penalties, (ii) directing data fiduciaries to take necessary measures in the
event of a data breach, and (iii) hearing grievances made by data principals. The DPB members will be appointed
for two years and will be eligible for re-appointment. The Government has however provided an 18-month timeline
(i.e., May 2027) for entities to comply with the substantive compliances of the DPDP Framework.
The DPDP Framework classifies entities that determine the means and purposes of processing personal data as data
fiduciaries and imposes several requirements on them including in relation to obtaining consent and providing
notice in the prescribed manner; ensuring the completeness, accuracy and consistency of the personal data that they
process; notifying personal data breaches; implementing technical safeguards and reasonable security measures
etc. In addition to the obligations prescribed for data fiduciaries, the DPDP Framework prescribes additional
obligations (such as appointing data protection officer, independent data auditor, undertaking data protection
impact assessments and periodic audits) for 'significant data fiduciaries' (“SDFs”). SDFs will be separately notified
by the central government based on factors such as the volume and sensitivity of personal data processed, the risk
posed to the rights of the data principal, the potential impact on the sovereignty and integrity of India, the risk to
electoral democracy, security of the State, and public order. The DPDP Framework also categorises entities that
247process personal data on behalf of others as data processors. While the DPDP Framework does not prescribe
obligations on data processors directly, data fiduciaries may contractually pass down relevant obligations on data
processors.
(c) Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016 (“Aadhaar Act”)
The Aadhaar Act regulates the processing of Aadhaar to validate an individual’s identity. This may be done in the
following ways:
(i) Authentication: This involves the submission of the Aadhaar number along with demographic information or
biometric information of the customer to the Central Identities Data Repository (“CIDR”) of the Unique
Identification Authority of India (“UIDAI”) for its verification and the CIDR verifies the correctness, or the
lack thereof, based on information available with it and provides a response. Authentication may be carried
out in two modes, i.e., through yes / no authentication facility or e-KYC authentication facility; or
(ii) Offline verification: This is the process of verifying the identity of the Aadhaar number holder without
authentication (or sending a query to CIDR), but through specified offline modes (e.g., XML verification, QR
Code, etc).
The process of authentication of Aadhaar by KUAs are separately regulated under the Aadhaar (Authentication
and Offline Verification) Regulations, 2021, (“Aadhaar Regulations”) which requires KUAs to comply with
requirements inter alia on consent, storage, retention and restrictions on sharing of Aadhaar data. KUAs are also
required to ensure compliance with the Aadhaar (Sharing of Information) Regulations, 2016 in relation to sharing
and transferring of Aadhaar data.
Information Technology Laws
The Information Technology Act, 2000 (“IT Act”) is the primary legislation regulating electronic records and inter
alia governs processes for electronic signatures, unauthorised access to systems, processing sensitive personal data, as
well as requirements for entities that process data on behalf of another (i.e., an intermediary). The IT Act provides that
an "intermediary" is not liable for any third-party information, data, or communication link made available or hosted
by the intermediary if it complies with either of the following:
(a) the function of the intermediary is limited to providing access to a communication system over which third parties
may transmit information; or
(b) the intermediary does not: (i) initiate any transmission; (ii) select the recipient of any transmission; and (iii) select
or modify the information contained in any transmission.
In addition to complying with either (a) or (b) above, intermediaries must in relation to its website and mobile
application also observe due diligence when discharging its obligations and also comply with the Information
Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (“Intermediary Rules”). The
requirements under the Intermediary Rules inter alia include publishing a privacy policy, and user agreement (terms
of use) prominently on the website and mobile application, for access by any person; informing users periodically, at
least once every year of the user agreement (terms of use) and privacy policy or any changes to this documentation
and that non-compliance with such documentation may result in the termination of the access/ usage rights of the user
and/or the removal of non-compliant information; inform users not to host, display, upload, modify, publish, transmit,
store, update or share specific types of information.
Intermediaries are also required to comply with the Indian Computer Emergency Response Team (“CERT-In”) issued
directions (“CERT-In Directions”) under the IT Act which includes a host of cyber-security, breach reporting, and
record maintenance requirements, as well as the appointment of a point of contact that can liaise with the Indian
Computer Emergency Response Team. More recently, in July 25, 2025 the CERT-In issued the ‘Comprehensive Cyber
Security Audit Policy Guidelines’ (“Audit Guidelines”) which inter alia applies to auditee organisations that are
required by law to be audited by CERT-In empanelled auditors (which are also subject to the Audit Guidelines), and
to that end (i) establish an audit program approved by the auditee’s management to plug vulnerabilities in a time-bound
manner, (ii) implement recommendations emanating from audit findings and conduct follow-up audits after closure of
vulnerabilities identified during the initial audit, and (iii) avoid making code changes to audited applications or
infrastructure after the issuance of audit certificates, amongst other such requirements.
Laws relating to Taxation
248(a) Taxation Laws
The Goods and Services Tax (“GST”) is levied on supply of goods or services or both jointly by the Central
Government and State Governments. GST provides for imposition of tax on the supply of goods or services and
will be levied by the Central Government and by the state government including union territories on intra-state
supply of goods or services. Further, Central Government levies GST on the inter-state supply of goods or
services. The GST is enforced through various acts, namely, the Central Goods and Services Act, 2017
(“CGST”), relevant states’ enactments of the Goods and Services Act, 2017 (“SGST”), the Union Territory
Goods and Services Act, 2017 (“UTGST”), the Integrated Goods and Services Act, 2017 (“IGST”), the Goods
and Services (Compensation to States) Act, 2017 and various rules, order, guidelines, circulars, notifications,
ordinances and directions made thereunder.
Further, the Income-tax Act, 1961 (“Income Tax Act”) is applicable to every company, whether domestic or
foreign whose income is taxable under the provisions of Income Tax Act or rules made there under depending
upon its ‘Residential Status’ and “Type of Income’ involved. The Income Tax Act provides for the taxation of
persons resident in India on global income and persons not resident in India on income received, accruing or
arising in India or deemed to have been received, accrued or arising in India. Every company assessable to income
tax under the Income Tax Act is required to comply with the provisions thereof, including those relating to tax
deduction at source, advance tax, minimum alternative tax, etc. In 2019, the Government also made certain
amendments to the Income Tax Act, pursuant to which concessional rates of tax are offered to a few domestic
companies and new manufacturing companies. The Finance Minister of India has introduced the Income-tax Bill,
2025 (“Income Tax Bill”) in February 2025 with the aim to replace the Income Tax Act. The Income-tax Act,
2025 (“New Act”) has now been enacted and received the assent from the President of India in August 2025. The
New Act consolidates and revises the law relating to income tax, simplifying compliance, reducing litigation, and
enhancing clarity and transparency for taxpayers. The New Act is effective from April 1, 2026.
Further, various state-wise legislations in relation to professional tax are applicable to entities who employ
designated categories of salaried persons, which inter alia, require the employers to obtain registration certificates
under relevant state legislations, pay taxes as deducted from the professional fees of employees and file returns.
(b) Customs Act, 1962 (“Customs Act”)
The Customs Act regulates the imports and exports of goods within the territory of India. The Customs Act
provides for the valuation of imported and exported goods, the determination of rate of duty and tariff, and the
refund of export or import duties in certain cases. Further, the Customs Act empowers the Central Government
to prohibit the export or import of goods for reasons including the maintenance of public order, the maintenance
of the security of India, the prevention of smuggling and the prevention of shortage of goods. The Customs Act
also governs the detection of illegally imported goods and the detection of illegal export of goods.
Laws relating to foreign investment
Foreign investment in India is governed by the provisions of FEMA Rules along with the Consolidated FDI Policy
issued by the Department for Promotion of Industry and Internal Trade (“DPIIT”), from time to time. Further, the RBI
has enacted the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments)
Regulations, 2019 which regulates the mode of payment and reporting requirements for investments in India by a
person resident outside India. The DPIIT on October 29, 2020 has issued the consolidated Foreign Direct Investment
Policy of 2020 (“FDI Policy”), which lays down certain guidelines and conditions for foreign direct investment in
various sectors. As per the FEMA Rules read with the FDI Policy, foreign direct investment in companies engaged in
financial services regulated by regulators such as RBI, IRDAI, SEBI and sectors/ activities which are not listed in the
Consolidated FDI Policy and the FEMA Rules is permitted up to 100% of the paid-up share capital of such company
under the automatic route, subject to compliance with certain prescribed conditions.
For further details, please see “Restrictions on Foreign Ownership of Indian Securities” on page 513 of this Updated
Draft Red Herring Prospectus - I.
Intellectual Property Laws
(a) Trademarks Act, 1999 (“Trade Marks Act”)
The Trade Marks Act provides for the registration and better protection of trade marks for goods and services
and for the prevention of the use of fraudulent marks. The registration of a trademark under the Trade Marks
249Act confers on the proprietor the exclusive right to the use of the trade mark, and the right to obtain relief in
respect of infringement of the trade mark. The registration of a trademark shall be for a period of ten years,
but may be renewed from time to time as prescribed under the Trade Marks Act. The Trademarks Act also
prescribes penalties for the falsification or false application of trademarks.
(b) Patents Act, 1970 (“Patents Act”)
The Patents Act entitles persons claiming to be the true and first investor of any invention to file an application
for a patent with the patent office. A patent granted under the Patents Act confers upon the patentee rights
including the exclusive right to prevent third parties from the act of making, selling, using, offering for sale,
selling or importing the patented product or using the patented process, as the case may be, without the
patentee’s consent. The term of a patent under the Patents Act is twenty years from the date of filing an
application for the patent. Further, any patent granted for a drug or medicine is subject to the condition that
the import of the drug or medicine by the government for its own use or distribution will not amount to
infringement of the patent.
(c) Copyright Act, 1957 (“Copyright Act”)
The Copyright Act, along with the Copyright Rules, 1958 (collectively, the “Copyright Laws”) serve to
create property rights for certain kinds of intellectual property, generally called works of authorship. The
Copyright Laws protect the legal rights of the creator of an ‘original work’ by preventing others from
reproducing the work in any other way. The intellectual property protected under the Copyright Laws includes
literary works, dramatic works, musical works, artistic works, cinematography, and sound recordings. The
Copyright Laws prescribe fine, imprisonment or both for violations, with enhanced penalty on second or
subsequent convictions. While copyright registration is not a prerequisite for acquiring or enforcing a
copyright in an otherwise copyrightable work, registration constitutes prima facie evidence of the particulars
entered therein and may expedite infringement proceedings and reduce delay caused due to evidentiary
considerations. Upon registration, the copyright protection for a work exists for a period of 60 years following
the demise of the author. Reproduction of a copyrighted work for sale or hire, issuing of copies to the public,
performance or exhibition in public, making a translation of the work, making an adaptation of the work and
making a cinematograph film of the work without consent of the owner of the copyright are all acts which
expressly amount to an infringement of copyright.
Laws related to employment
We are subject to various labour laws for the safety, protection, condition of working, employment terms and welfare
of our employees. We are also subject to other laws concerning condition of working, benefit and welfare of our
employees such as:
● the Apprentices Act, 1961;
● the Child Labour (Prohibition and Regulation) Act, 1986;
● the Public Liability Insurance Act, 1991;
● the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
● Labour welfare fund legislations under various state enactments.
In order to rationalise and reform labour laws in India, the Government has enacted the following codes, framing of
rules by appropriate governments are awaited:
(a) The Occupational Safety, Health and Working Conditions Code, 2020 was notified by the Government of
India on November 21, 2025, and has consolidated certain existing legislations, including the Factories Act,
1948, the Contract Labour (Regulation and Abolition) Act, 1970, Motor Transport Workers Act, 1961,
Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996
and the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979. This
code proposes to provide for, among other things, standards for health, safety and working conditions for
employees of establishments.
(b) The Industrial Relations Code, 2020 was notified by the Government of India on November 21, 2025, and
has consolidated and amended legislations relating to trade unions, the conditions of employment in industrial
establishments and undertakings, and the investigation and settlement of industrial disputes by subsuming
250three repealed legislations, namely, the Industrial Disputes Act, 1947 and the Industrial Employment
(Standing Orders) Act, 1946.
(c) The Code on Wages, 2019 was notified by the Government of India on November 21, 2025, which amends
and consolidates legislations relating to social security, subsuming four separate repealed legislations, namely,
the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the
Equal Remuneration Act, 1976.
(d) The Code on Social Security, 2020 was notified by the Government of India on November 21, 2025, which
regulates the occupational safety and health and working conditions of the persons employed in an
establishment subsuming several repealed legislations including the Employee’s Compensation Act, 1923,
the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions
Act, 1952, the Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959, the Maternity
Benefit Act, 1961, and the Payment of Gratuity Act, 1972.
Shops and Establishments legislations in various states
Under the provisions of local shops and establishment legislations applicable in the states in which our establishments
are set up, establishments are required to be registered under respective state legislations. These legislations regulate
the condition of work and employment in shops and commercial establishments and generally prescribe obligations in
respect of inter alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health
and safety measures and wages for overtime work.
Competition Act, 2002 (“Competition Act”)
The Competition Act is an act to prevent practices having adverse effect on competition, to promote and sustain
competition in markets, to protect the interests of consumers and to ensure freedom of trade in India. The Competition
Act deals with prohibition of (i) certain agreements such as anti-competitive agreements and (ii) abuse of dominant
position and regulation of combinations. No enterprise or group shall abuse its dominant position in various
circumstances as mentioned under the Competition Act. The prima facie duty of the Competition Commission of India
(“CCI”) is to eliminate practices having adverse effect on competition, promote and sustain competition, protect
interests of consumers and ensure freedom of trade. The CCI shall issue notice to show cause to the parties calling
upon them to respond within 30 days in case it is of the opinion that there has been an appreciable adverse effect on
competition in India. In case a person fails to comply with the directions of the CCI and Director General (as appointed
under Section 16(1) of the Competition Act), he shall be punishable with penalty as defined under the applicable
regulations. The Competition (Amendment) Act, 2023 brings in numerous changes to the Competition Act, 2002,
aiming to strengthen the regulation and foster a business-friendly environment.
251HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was originally incorporated as ‘FX Mart Private Limited’, a private limited company under the Companies Act,
1956, pursuant to the certificate of incorporation dated December 18, 2012, issued by the Registrar of Companies, Punjab and
Chandigarh at Chandigarh. Subsequent to a change in our registered office from the state of Punjab to the state of Delhi pursuant
to the Board resolution dated March 2, 2016, and the special resolution passed by our Shareholders on March 5, 2016, a fresh
certificate of registration dated August 1, 2016, was issued by the Registrar of Companies, Delhi at New Delhi. Subsequently,
our Company changed its name to ‘PhonePe Private Limited’ pursuant to the Board resolution dated November 9, 2016 and the
special resolution dated November 9, 2016, further to which a fresh certificate of incorporation dated November 18, 2016, was
issued by the Registrar of Companies, Delhi at New Delhi. The change in name was undertaken to align the name of our
Company with its current business activities and the brand under which its services are offered, which was intended to enable
better brand recognition and maximise overall stakeholder value. Thereafter, our registered office was changed from the state
of Delhi to the state of Maharashtra pursuant to the Board resolution dated July 29, 2019, and the special resolution passed by
our Shareholders on July 29, 2019. A fresh certificate of registration dated February 13, 2020, was issued by the Registrar of
Companies, Maharashtra at Mumbai. Thereafter, upon changing our registered office from the state of Maharashtra to the state
of Karnataka pursuant to the Board resolution dated August 12, 2022, and the special resolution passed by our Shareholders on
August 16, 2022, a fresh certificate of registration dated July 14, 2023, was issued by the Registrar of Companies, Karnataka
at Bangalore. Our Company was subsequently converted into a public limited company pursuant to the Board resolution dated
April 3, 2025 and special resolution passed by our Shareholders on April 16, 2025 and the name of our Company was changed
to ‘PhonePe Limited’. A fresh certificate of incorporation dated May 1, 2025 was accordingly issued by the RoC, CPC, MCA
at Haryana.
Changes in the registered office
The following table sets forth details of the change in the registered office of our Company since the date of its incorporation:
Effective Date Details of the change in address of our registered office Reason for change in
registered office
July 20, 2015 The registered office of our Company was shifted from Flat No. 202, Tower No. For operational convenience
12, Royale Estate, Chandigarh - Ambala Road, Zirakpur 140 603, Punjab, India
to SCF 13, First Floor, Block B, High Street Market, Royale Paam, Zirakpur,
Mohali 140 603, Punjab, India.
August 1, 2016 The registered office of our Company was shifted from SCF 13, First Floor, For operational convenience
Block B, High Street Market, Royale Paam, Zirakpur, Mohali 140 603, Punjab,
India to A 25, Mohan Cooperative Industrial Area, New Delhi, South Delhi,
110044, India.
September 1, 2018 The registered office of our Company was shifted from A 25, Mohan For operational convenience
Cooperative Industrial Area, New Delhi, South Delhi, 110 044, India to A 41,
Mohan Cooperative, 2nd Floor, Main Mathura Road, New Delhi, South Delhi,
110 044, India.
February 13, 2020 The registered office of our Company was shifted from A 41, Mohan For operational convenience
Cooperative, 2nd Floor, Main Mathura Road, New Delhi, South Delhi, 110 044,
India to Unit No. 001, Ground Floor, Boston House, Suren Road, Off Andheri-
Kurla Road, Andheri (East), Mumbai 400 093, Maharashtra, India.
July 14, 2023 The registered office of our Company was shifted from Unit No. 001, Ground For operational convenience
Floor, Boston House, Suren Road, Off Andheri-Kurla Road, Andheri (East),
Mumbai 400 093, Maharashtra, India to Office-2, Floors 4, 5, 6, and 7, Wing A,
Block A, Salarpuria Softzone, Service Road, Green Glen Layout, Bellandur,
Bangalore South, Bangalore, 560 103, Karnataka, India.
December 20, 2023 The registered office of our Company was shifted from Office-2, Floors 4, 5, 6, For operational convenience
and 7, Wing A, Block A, Salarpuria Softzone, Service Road, Green Glen Layout,
Bellandur, Bangalore South, Bangalore, 560 103, Karnataka, India to Office-2,
Floor 5, Wing A, Block A, Salarpuria Softzone, Bellandur Village, Varthur
Hobli, Outer Ring Road, Bangalore South, Bangalore 560 103, Karnataka, India.
Main objects of our Company
The main objects contained in our Memorandum of Association are as follows:
1. “To act as agent, advisor, distributor, franchiser, surveyors, consultant for financial products such as deposits, mutual
funds, government securities, shares, stocks, bonds, debentures, digital gold, e-gold and/or other financial
instruments/services either by itself or in partnership and/or in conjunction with others.
2522. To carry on the business of solicitation and procurement of insurance business for all classes of insurance including
life insurance, general insurance and health insurers acting as a corporate agent and to undertake such other activities
as are incidental or ancillary thereto under the extant laws and regulations.
3. To carry on the business of Banking Correspondent for providing the banking services in association with banks in
India in accordance with the extant laws and regulations.
4. To carry on the business or profession of providing a platform, technology and/ or other mechanism/ services including
through any future and known or unknown technology to facilitate transactions, payments, commerce, electronic
commerce, mobile commerce, any type of commerce whether by and between businesses, businesses, by and between
individual consumers or by and between businesses and individual consumer and the likes and incidental and ancillary
activities thereto including without limitation displaying advertisement and promotions, to operate payment systems,
issue of multi- purpose pre-paid payment instruments, gift cards, gift vouchers, payment processing, payment
collection and related services to customers for various business applications in E-Commerce, M- Commerce and in
physical space, to engage in the business of Payment Aggregator and provide associated services and solutions, to
engage in the business of providing payment collection services in any form to any government/semi government,
company, organization, institution, trust, society, firm, individual etc. from their customers, service users and end
users, to undertake the designing and development of payment systems or/and applications software either for own
use or on any behalf or for sale.
5. To carry on in India and abroad, the business of operation, maintenance, development, marketing and otherwise
dealing in all types of electronic, technological, wireless application protocol (WAP), 3G, 4G and internet properties,
including websites, portals and Mobile Applications on the world wide web and providing internet, WAP, 3G or other
existing and future, whether known or unknown, technology based / other software, media, medium and information
technology services or information technology enabled services of all kinds.
6. To carry on whether in India or abroad and whether as principals, agents, owners, proprietors, managers, contractors,
consultants, advisors, investors, partners, joint venture partners or otherwise the business of owning, managing and
operating any and all kinds of websites, portals and Mobile Applications including those providing news, information,
analytics or otherwise.
7. To issue, implement, undertake, assist, offer, distribute, or otherwise promote such services , schemes and projects
including but not limited to issue of all types of electronic and virtual payment systems services, e-wallets, mobile
wallets, cash card to consumers and setting up a payment and settlement system, payment gateway services, prepaid
and post-paid payment instruments payment systems including open/ closed/ semi-closed systems payment instruments,
support bank in issuing “card present”, direct debit facility on mobile phone, provide solutions for payment for all
goods and services and utility bills through mobile phone, landline, broadband, DTH and such other manner remotely
and operate as BBPOU and other over the counter payments systems, enabling online and retail merchants receiving
payments systems, telecom value added services schemes and projects in India or abroad including all kinds of
payment services and solutions in any manner whatsoever.
8. To act as sponsor/promoter to a Mutual Fund, investment trust, asset manager of any trust or fund, incorporating or
causing the incorporation of and/or acquiring and holding shares in an asset management company and/or trustee
company to a mutual fund and to engage in such other activities relating to the Mutual Fund business as permitted
under the applicable laws, to set-up, create, issue, float, promote and manage assets, trusts or funds including mutual
funds, growth funds, investment funds, income or capital funds, taxable or tax exempt funds, venture funds, risk funds,
real estate funds, education funds, on shore funds, off shore funds, consortium funds, provident funds, gratuity funds,
pension funds, superannuation funds, charitable funds, or organise or manage funds or investments on a discretionary
or non-discretionary basis on behalf of any person or persons (whether individual, firms, companies, bodies corporate,
public body or authority, supreme, local or otherwise, trusts, pension funds, charities, other associations or other
entities), whether in the private or public sector, to provide advisory and/or consultancy services for investments and
financial services, exchange of research information and analysis on a commercial basis, render corporate advisory
services and/or manage a portfolio of securities and/or to pursue such other activities as may be necessary for
attainment of these purposes.”
The main objects as contained in our Memorandum of Association enable our Company to carry on the business presently being
carried on and proposed to be carried on by our Company.
Amendments to our Memorandum of Association
The following table set forth details of the amendments to our Memorandum of Association in the last 10 years immediately
preceding the date of this Updated Draft Red Herring Prospectus - I:
253Date of Shareholders’ Details of the amendments
Resolution
April 16, 2025 Clause i of the Memorandum of Association was amended to reflect the change in the name of our Company from
‘PhonePe Private Limited to ‘PhonePe Limited’ pursuant to the conversion of our Company into a public limited
company.
March 31, 2025 Clause v of the Memorandum of Association was amended to reflect the change in the authorised share capital of
our Company pursuant to sub-division of the face value of equity shares of our Company from ₹10 each to ₹1
each. Accordingly, the authorised share capital of our Company was amended from ₹1,000,000,000 divided into
100,000,000 equity shares having face value of ₹10 each to ₹1,000,000,000 divided into 1,000,000,000 Equity
Shares having face value of ₹1 each.
August 16, 2022 Clause ii of the Memorandum of Association was amended to reflect the shifting of the registered office of our
Company from the state of Maharashtra, India to the state of Karnataka, India.
December 16, 2021 Clause v of the Memorandum of Association was amended to reflect the increase in authorised share capital of
our Company from ₹500,000,000 divided into 50,000,000 equity shares having face value of ₹10 each to
₹1,000,000,000 divided into 100,000,000 equity shares having face value of ₹10 each.
October 7, 2021 Clause iii(A) of the Memorandum of Association was amended to reflect the alteration of sub-clause 4 under the
heading of clause iii(A). The following clause after alteration reflected as follows:
“4. To carry on the business or profession of providing a platform, technology and / or other mechanism/ services
including through any future and known or unknown technology to facilitate transactions, payments, commerce,
electronic commerce, mobile commerce, any type of commerce whether by and between businesses, businesses,
by and between individual consumers or by and between businesses and individual consumer and the likes and
incidental and ancillary activities thereto including without limitation displaying advertisement and promotions,
to operate payment systems, issue of multipurpose pre-paid payment instruments, gift cards, gift vouchers,
payment processing, payment collection and related services to customers for various business applications in E-
Commerce, M-Commerce and in physical space, to engage in the business of Payment Aggregator and provide
associated services and solutions, to engage in the business of providing payment collection services in any form
to any government/semi government, company, organization, institution, trust society, firm, individual etc. from
their customers, service users and end users, to undertake the designing and development of payment systems
or/and applications software either for own use or on any behalf or for sale.”
July 27, 2021 Clause iii(A) of the Memorandum of Association was amended to reflect the insertion of sub-clause 8 under the
heading of clause iii(A). The following clause was inserted after clause III(A)(7) and was numbered accordingly:
“8. To act as sponsor/promoter to a Mutual Fund, investment trust, asset manager of any trust or fund,
incorporating or causing the incorporation of and/or acquiring and holding shares in an asset management
company and/or trustee company to a mutual fund and to engage in such other activities relating to the Mutual
Fund business as permitted under the applicable laws, to set-up, create, issue, float, promote and manage assets,
trusts or funds including mutual funds, growth funds, investment funds, income or capital funds, taxable or tax
exempt funds, venture funds, risk funds, real estate funds, education funds, on shore funds, off shore funds,
consortium funds, provident funds, gratuity funds, pension funds, superannuation funds, charitable funds, or
organise or manage funds or investments on a discretionary or non-discretionary basis on behalf of any person
or persons (whether individual, firms, companies, bodies corporate, public body or authority, supreme, local or
otherwise, trusts, pension funds, charities, other associations or other entities), whether in the private or public
sector, to provide advisory and/or consultancy services for investments and financial services, exchange of
research information and analysis on a commercial basis, render corporate advisory services and/or manage a
portfolio of securities and/or to pursue such other activities as may be necessary for attainment of these purposes.”
November 8, 2019 Clause iii(A) of the Memorandum of Association was amended to reflect the insertion of sub-clause 7 under the
heading of clause iii(A). The following clause was inserted after clause III(A)(6) and was numbered accordingly:
“7. To issue, implement, undertake, assist, offer, distribute, or otherwise promote such services, schemes and
projects including but not limited to issue of all types of electronic and virtual payment systems services, e-wallets,
mobile-wallets, cash card to consumers and setting up a payment and settlement system, payment gateway
services, prepaid and post-paid payment instruments payment systems including open/closed/semi-closed systems
payment instruments, support bank in issuing “card present” direct debit facility on mobile phone, provide
solutions for payment for all goods and services and utility bills through mobile phone, landline, broadband, DTH
and such other manner remotely and operate as BBPOU and other over the counter payments systems, enabling
online and retail merchants receiving payments systems, telecom value added services schemes and projects in
India or abroad including all kinds of payment services and solutions in any manner whatsoever.”
July 29, 2019 Clause ii of the Memorandum of Association was amended to reflect the shifting of the registered office from the
state of Delhi, India to the state of Maharashtra, India.
September 20, 2018 Clause v of the Memorandum of Association of our Company was amended to reflect the increase in authorised
share capital of our Company from ₹250,000,000 divided into 25,000,000 equity shares having face value of ₹10
each to ₹500,000,000 divided into 50,000,000 equity shares having face value of ₹10 each.
September 25, 2017 Clause iii of the Memorandum of Association was amended and substituted with the following:
“(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION
254Date of Shareholders’ Details of the amendments
Resolution
1. To act as agent, advisor, distributor, franchisee, surveyors, consultant for financial products such as deposits,
mutual funds, government securities, shares, stocks, bonds, debentures, digital gold, e-gold and/or other
financial instruments/services either by itself or in partnership and/or in conjunction with others.
2. To carry on the business of solicitation and procurement of insurance business for all classes of insurance
including life insurance, general insurance and health insurers acting as a corporate agent and to undertake
such other activities as are incidental or ancillary thereto under the extant laws and regulations.
3. To carry on the business of Banking Correspondent for providing the banking services in association with
banks in India in accordance with the extant laws and regulations.
4. To carry on the business or profession of providing a platform, technology and/or other mechanism/services
including through any future and known or unknown technology to facilitate transactions, payments,
commerce, electronic commerce, mobile commerce, any type of commerce whether by and between
businesses, by and between individual consumers or by and between businesses and individual consumers
and the likes and incidental and ancillary activities thereto including without limitation displaying
advertisement and promotions, to operate payment systems, issue of multi-purpose pre-paid payment
instruments, gift cards, gift vouchers, payment processing, payment collection and related services to
customers for various business applications in E-Commerce, M-Commerce and in physical space, to engage
in the business of providing payment collection services in any form to any government/semi-government,
company, organisation, institution, trust, society, firm, individual etc. from their customers, service users and
end users, to undertake the designing and development of payment systems or/and applications software
either for own use or on any behalf or for sale.
5. To carry on in India and abroad, the business of operation, maintenance, development, marketing and
otherwise dealing in all types of electronic, technological, wireless application protocol (WAP), 3G, 4G and
internet properties, including websites, portals and Mobile Applications on the world wide web and providing
internet, WAP, 3G or other existing and future, whether known or unknown, technology-based/other
software, media, medium and information technology services or information technology enabled services of
all kinds.
6. To carry on whether in India or abroad and whether as principals, agents, owners, proprietors, managers,
contractors, consultants, advisors, investors, partners, joint venture partners or otherwise the business of
owning, managing and operating any and all kinds of websites, portals and Mobile Applications including
those providing news, information, analytics or otherwise.”
November 9, 2016 Clause i of the Memorandum of Association was amended to reflect the change in the name of our Company from
‘FX Mart Private Limited’ to ‘PhonePe Private Limited’.
August 18, 2016 Clause iii(A) of the Memorandum of Association was amended to reflect the deletion of sub clause 2 and insertion
of new sub-clause 2, sub-clause 3 and sub-clause 4 under the heading of clause III (A). The following clauses
were inserted after clause iii(A)(1) and were numbered accordingly:
“2. To carry on the business or profession of providing a platform, technology and/or other mechanism/services
including through any future and known or unknown technology to facilitate transactions, payments, commerce,
electronic commerce, mobile commerce, any type of commerce whether by and between businesses, by and
between individual consumers or by and between businesses and individual consumers and the likes and incidental
and ancillary activities thereto including without limitation displaying advertisement and promotions, to operate
payment systems, issue of multi-purpose pre-paid payment instruments, gift cards, gift vouchers, payment
processing, payment collection and related services to customers for various business applications in E-
Commerce, M-Commerce and in physical space, to engage in the business of providing payment collection
services in any form to any government/semi-government, company, organisation, institution, trust, society, firm,
individual etc. from their customers, service users and end users, to undertake the designing and development of
payment systems or/and applications software either for own use or on any behalf or for sale.
3. To carry on in India and abroad, the business of operation, maintenance, development, marketing and otherwise
dealing in all types of electronic, technological, wireless application protocol (WAP), 3G, 4G and internet
properties, including websites, portals and Mobile Applications on the world wide web and providing internet,
WAP, 3G or other existing and future, whether known or unknown, technology-based/other software, media,
medium and information technology services or information technology enabled services of all kinds.
4. To carry on whether in India or abroad and whether as principals, agents, owners, proprietors, managers,
contractors, consultants, advisors, investors, partners, joint venture partners or otherwise the business of owning,
managing and operating any and all kinds of websites, portals and Mobile Applications including those providing
news, information, analytics or otherwise.”
March 5, 2016 Clause ii of the Memorandum of Association was amended to reflect the change in the registered office from the
state of Punjab, India to the state of Delhi, India.
255Date of Shareholders’ Details of the amendments
Resolution
February 24, 2016 Clause v of the Memorandum of Association of our Company was amended to reflect the increase in authorised
share capital of our Company from ₹50,000,000 divided into 5,000,000 equity shares having face value of ₹10
each to ₹250,000,000 divided into 25,000,000 equity shares having face value of ₹10 each.
Major events and milestones in the history of our Company
The table below sets forth the key events and milestones in the history of our Company:
Calendar Year Particulars
Incorporation and organisational developments
2012 Our Company was incorporated as a private limited company
2015 Acquisition of our Company by Flipkart
2022 Moved our Company’s domicile from Singapore to India
2022 Completed separation from Flipkart
2025 Conversion from a private limited company to a public limited company
User growth and platform scale
2017 Became the first third-party UPI-based app to cross 10 million downloads and emerged as the largest driver of UPI
transactions, as per the Redseer Report (chapter 7, page 191)
2020 Crossed 250 million registered users
2021 Crossed 300 million registered users
2022 Recorded 100 million transactions in a single day
2023 Crossed US$ 1 trillion in annualised Total Payment Value (TPV) run rate
2023 Crossed 500 million registered users
2025 Crossed 600 million registered users
Expansion of digital payments and UPI ecosystem
2016 Launch of the PhonePe app, based on the UPI
2017 Launched interoperable QR
2020 Emerged as the largest player in merchant UPI transactions, as per the Redseer Report (chapter 7, page 189)
2023 Became India’s first private fintech platform to enable cross-border UPI payments, as per the Redseer Report
(chapter 7, page 189)
2025 Launched ‘UPI Circle’ feature on the PhonePe app
2025 Announced an intellectual property purchase of Gupshup's application ‘GSPay’ technology
Financial services and wealth management
2020 Forayed into the insurance segment and launched 12 products
2023 Launched stock broking platform Share.Market
2023 Sold over 9 million overall policies since it received its insurance broking licence in August 2021, with over 4
million being sold in the CY2023 alone
2024 Launched consumer lending services on the PhonePe app
2025 Partnered with HDFC bank to launch co-branded credit card
2025 Partnered with SBI Card partner to launch co-branded SBI card
2025 Announced partnership with Utkarsh Small Finance Bank to launch ‘Wish’ credit card
2025 Collaborated with Mastercard Asia/ Pacific Pte. Ltd. to enable contactless payments through smartphones
Merchant and commerce enablement
2018 Launched the PhonePe Business app for managing end-to-end payment needs of merchants
2022 Launched Smart Speaker for real-time payment tracking
2022 Launched payment gateway services
2023 Launched merchant lending services
2025 Launched ‘Udyam Aadhar Certificate Registration’
Infrastructure and innovation
2021 Launched PhonePe Pulse, India’s first interactive, open-source geospatial payments insights platform launched by
a private player, built on its own proprietary data, as per the Redseer Report (chapter 7, page 191)
2022 Launched the first Green Data Center in India among fintech platforms, as per the Redseer Report (chapter 7, page
191)
2025 Became India’s most downloaded Android mobile app owned by an Indian company (in the Finance category)
with the highest number of Daily Active Users at 156.00 million in H1 Fiscal Year 2026, as per the Redseer Report
(chapter 7, page 191)
2025 PhonePe has been one of the top 5 free apps in the finance category on both the Apple App Store and Google Play
Store since July 2017 till September 2025, as per the Redseer Report (chapter 7, page 191)
2025 Unveiled Made in India Smart Speaker
2025 Launched next generation Smart Speaker with integrated card payments
Capital raising and financial performance
2023 Raised multiple rounds of growth capital at a $12 billion valuation from investors including General Atlantic and
WM Digital Commerce Holdings Pte. Ltd.
2024 Achieved 73.77% year-on-year revenue growth and turned Adjusted PAT positive (as on March 21, 2024)
256Calendar Year Particulars
2025 Received final RBI authorization to operate as a payment aggregator (online and physical)
Awards, accreditations and recognitions received by our Company
Calendar Year Award
2018 Recognized by the National Payments Corporation of India (NPCI) in recognition of excellent performance as UPI
Merchant
2019 Winner in the ‘Best Mobile Payment Product or Service’ category at the IAMAI India Digital Awards 2019
2020 Winner in the ‘Best Tech for E-Commerce’ category at the 10th IAMAI India Digital Awards 2020
2020 Winner in the ‘Best Mobile Payment Product or Service’ category at the 10th IAMAI India Digital Awards 2020
2021 Winner of the ‘Excellence in Insurtech- Startup’ award at the ASSOCHAM Fintech & Digital Payments Awards 2021
2023 Winner in the ‘Best Tech for Payments’ and ‘Best FinTech App’ categories at the IAMAI 13th India Digital Awards
2024 Winner of the ‘Excellence in Payment Solutions’ award at the Dun & Bradstreet BFSI & Fintech Summit 2024
2024 Silver Winner of the ‘Best FinTech App’ at the IAMAI 14th India Digital Awards
2024 Awarded ‘Best Legal / Compliance Framework of the Year’ and ‘Compliance Team of the Year’ at the 4th Edition
Future of Legal and Compliance Summit & Awards 2024 by UBS Forums
2024 Winner of the ‘Best Payments Fintech’ award at the Bharat Fintech Summit 2024
2024 Named the Silver Winner in the Neobanks & Fintech Players category at the Qorus–Infosys Finacle Banking
Innovation Awards 2024
2024 Recognized as a Silver Employer in the India Workplace Equality Index (IWEI) 2024
2024 Recognized as one of the ‘Best Brands 2024’ at the ET, TIMES Group BFSI Best Brands 2024
2024 Awarded the ‘ABECA Employee Choice Award 2024’
2024 Winner of the ‘Best Digital Transformation 2024’ by e4m CX India
2024 Winner of the ‘Best Customer Support Delivery 2024’ by e4m CX India
2025 Certified as a ‘Great Place to Work’ by Great Place to Work India
2025 Awarded ‘Best Fintech Company of the Year’ at the #Time2Leap Awards MSME & Startup Edition
2025 Named ‘Fintech In-House Team of the Year’ at the ALB India Law Awards 2025, presented by Asian Legal Business
and Thomson Reuters
2025 Awarded first position in the ‘Digital Payment Acceptance Infrastructure (Offline)’ category at the Digital Payments
Awards 2024-25 by the Department of Financial Services, Ministry of Finance, Government of India
2025 Awarded ‘Best In- Class Connected Ecosystem’ award at State of CX India 2025 by Twimbit
2025 Recognized as a Silver Employer in the India Workplace Equality Index (IWEI) 2025
2025 Awarded ‘Best Privacy Practices in Organisation’ at DSCI Excellence Awards, 2025
Significant financial and strategic partners
Our Company does not have any significant financial and strategic partners as on the date of this Updated Draft Red Herring
Prospectus - I, other than in the ordinary course of our business.
Time and cost over-runs
There has been no significant time or cost over-runs in respect of our business operations.
Defaults or rescheduling, restructuring of borrowings with financial institutions or banks
As on date of this Updated Draft Red Herring Prospectus - I, there have been no defaults or rescheduling/ restructuring of
borrowings availed by our Company with financial institutions/ banks.
Launch of key products or services, entry into new geographies or exit from existing markets, capacity/ facility creation
or location of plants
For details of other key products or services launched by our Company, entry into new geographies or exit from existing markets
and capacity/ facility creation, see “Our Business” and “Major events and milestones of our Company” on pages 194 and 256,
respectively.
Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years
Except as disclosed below, our Company has not acquired or divested any business or undertaking and has not undertaken any
merger, amalgamation or revaluation of assets in the last 10 years preceding the date of this Updated Draft Red Herring
Prospectus - I.
I. Acquisition of OSlabs Pte. Ltd. (now known as Indus Appstore (Singapore) Pte. Ltd.)
257Our Company entered into a share purchase agreement dated October 3, 2022, with PhonePe Private Limited,
Singapore (now known as Headstand Pte. Ltd.) (the “Seller”) and OSlabs Pte. Ltd. (“SPA”).
Pursuant to the SPA, our Company acquired 1,986,392 ordinary shares of OSlabs Pte. Ltd. aggregating to 100% of the
share capital of OSlabs Pte. Ltd. for an aggregate purchase consideration of USD 70.48 million or ₹5,751.97 million
from the Seller. The effective date of the acquisition of OSlabs Pte. Ltd. was October 6, 2022.
The valuation for this acquisition was carried out by Navigant Corporate Advisors Limited, pursuant to their valuation
report dated September 26, 2022, which valued per share of OSlabs Pte. Ltd. at USD 35.48, prepared using discounted
cash flow valuation methodology.
Except for Rohit Bhagat, Sameer Nigam, Leigh Douglas Hopkins and Rahul Chari, who were also directors of the
Seller at the time of acquisition, our Directors and Promoters are not related to the Seller. Further, the Seller was the
promoter of our Company at the time of acquisition.
II. Acquisition of stake in C. E. Info Systems Limited (“C. E. Info”)
Our Company entered into a share purchase agreement dated September 27, 2021, with PhonePe Private Limited,
Singapore (now known as Headstand Pte. Ltd.) (the “Seller”) and C. E. Info (“C. E. Info SPA”).
Pursuant to the C. E. Info SPA, our Company acquired 7,648,475 equity shares of C. E. Info aggregating to 18.54%
of the issued, subscribed and paid-up share capital of C. E. Info for an aggregate purchase consideration of ₹967.53
million from the Seller. The effective date of the acquisition of C. E. Info was October 1, 2021.
The valuation for this acquisition was carried out by MSKA & Associates, Chartered Accountants, pursuant to their
valuation report dated September 24, 2021, which valued per share of C.E. Info at ₹126.50, prepared using discounted
cash flow valuation methodology.
Except for Rohit Bhagat, Sameer Nigam, Leigh Douglas Hopkins and Rahul Chari, who were also directors of the
Seller at the time of acquisition, our Directors and Promoters are not related to the Seller. Further, the Seller was the
promoter of our Company at the time of acquisition.
III. Acquisition of PhonePe Insurance Broking Services Private Limited (“PIBSPL”)
Our Company entered into a share purchase agreement dated August 26, 2021, with PhonePe Private Limited,
Singapore (the “Seller”) and PIBSPL (“PIBSPL SPA”).
Pursuant to the PIBSPL SPA, our company acquired 4,999,999 equity shares of PIBSPL aggregating to 100% of the
issued, subscribed and paid-up share capital of PIBSPL for a consideration of ₹ 49.99 million from the Seller. The
effective date of the acquisition of PIBSPL was September 2, 2021.
The valuation for this acquisition was carried out by Walker Chandiok & Co. LLP, Chartered Accountants, pursuant
to their valuation report dated August 25, 2021, which valued per share of PIBSPL at ₹10.00, prepared using the net
asset value methodology.
Except for Rohit Bhagat, Sameer Nigam, Leigh Douglas Hopkins and Rahul Chari, who were also directors of the
Seller at the time of acquisition, our Directors and Promoters are not related to the Seller. Further, the Seller was the
promoter of our Company at the time of acquisition.
IV. Acquisition of Explorium Innovative Technologies Private Limited (now known as PhonePe Lending Services
Private Limited) (GigIndia)^
Our Company entered into share purchase agreements, each dated November 5, 2021 read with addendums dated
March 16, 2022, with: (i) Explorium Innovative Technologies Private Limited (“EITPL”), Sahil Sharma, Aditya
Shirole, Jerry Chase Resource Co., Ltd., M&S Partners Pte. Ltd., IF India II Investment Partnership, Beyond Next
Ventures II Investment Limited Partnership, SAB Holdings Private Limited, Ravi Nigam, Kiran Deshpande, Shashank
Deshpande, Subramanian Ramadorai, Shantanu Deshpande, Sakshi Gudwani, Pratap Singh Gudwani and Vineet Pani
(collectively, “Sellers”) (“SPA I”), and (ii) EITPL, Sahil Sharma and Aditya Shirole (“SPA II” and together with
SPA I, “SPAs”).
258Pursuant to the SPAs, our Company acquired 10,451 equity shares EITPL aggregating to 100% of issued, subscribed
and paid-up share capital of EITPL for an aggregate purchase consideration of ₹595.77 million from Sahil Sharma,
Aditya Shirole and certain other shareholders, in three tranches. The effective date of transfers was March 16, 2022,
May 13, 2022 and September 7, 2022.
For the purposes of this acquisition, the valuation reports were obtained from independent valuers*.
Our Promoters or our Directors are not related to the Sellers.
*Our Company has not received the consent letter from the valuers for disclosing their name, date and details of their respective valuation report
and the valuation report from such valuer has not been included in the section “Material Contracts and Documents for Inspection- Material
Documents” on page 537.
^GigIndia was the application name of Explorium Innovative Technologies Private Limited (now known as PhonePe Lending Services Private
Limited).
Acquisition undertaken by our Subsidiaries
I. Acquisition of Quantech Capital Investment Advisors Private Limited (OpenQ)^ (“QCIAPL”) by PhonePe Wealth
Broking Private Limited (“PWBPL”)
Our Subsidiary, PWBPL had entered into a share purchase agreement dated May 19, 2022, with Sujit Modi, Ujjwal
Jain and Yuvraj Thakker (collectively, “Sellers”) and QCIAPL (“PWBPL SPA”).
Pursuant to the PWBPL SPA, our subsidiary acquired 360,000 equity shares of QCIAPL (now amalgamated with
PWBPL) aggregating to 100% of the issued and paid-up share capital of QCIAPL for a consideration of ₹
756.61 million from the Sellers. The effective date of transfer was September 28, 2022.
For the purposes of this acquisition, a valuation report was obtained from an independent valuer*.
*Our Company has not received the consent letter from the valuer for disclosing their name, date and details of the valuation report and the
valuation report from such valuer has not been included in the section “Material Contracts and Documents for Inspection- Material Documents”
on page 537.
Our Promoters and Directors are not related to the Sellers. However, Sujit Modi and Ujjwal Jain are currently
employees of PWBPL.
^OpenQ was the domain name of Quantech Capital Investment Advisors Private Limited.
II. Acquisition of Wealth Technology & Services Private Limited (WealthDesk)^ by PhonePe Wealth Broking Private
Limited (“PWBPL”)
Our Subsidiary, PWBPL had entered into share purchase agreements, dated May 20, 2022, read with a subsequent
agreement dated November 7, 2022, with: (i) Wealth Technology & Services Private Limited (“Wealth Tech”) (now
amalgamated with PWBPL), Ujjwal Jain, and the persons listed in Part A of Schedule 1 (collectively, “Additional
Sellers”) (“SPA I”); and (ii) Payasyougotech Platorms Private Limited (“SPA II” and together with SPA I, “SPAs”).
Pursuant to the SPAs, our Subsidiary acquired 4,894,988 equity shares of Wealth Tech, aggregating to 100% of the
issued, subscribed and paid-up share capital of Wealth Tech on a fully diluted basis, for an aggregate purchase
consideration of ₹2,615.54 million, comprising ₹1,814.04 million for 3,394,988 shares under SPA I and ₹801.50
million for 1,500,000 shares under SPA II. The effective date of the transfer was August 4, 2022, and November 28,
2022, respectively.
For the purposes of this acquisition, a valuation report was obtained from an independent valuer*.
*Our Company has not received the consent letter from the valuer for disclosing their name, date and details of the valuation report and the
valuation report from such valuer has not been included in the section “Material Contracts and Documents for Inspection- Material Documents”
on page 537.
^WealthDesk was the domain name of Wealth Technology & Services Private Limited.
Our Promoters or our Directors are not related to the Sellers. However, Ujjwal Jain is currently an employee of
PWBPL.
Our holding company
259As on date of this Updated Draft Red Herring Prospectus - I, WM Digital Commerce Holdings Pte. Ltd., one of our Promoters,
is our holding company. Please also see “Our Promoter and Promoter Group” on page 293.
Our Subsidiaries, Associate and joint ventures
As on the date of this Updated Draft Red Herring Prospectus - I, our Company has 11 Subsidiaries including eight direct and
three indirect subsidiaries and one associate company. Further, as on the date of this Updated Draft Red Herring Prospectus -
I, our Company does not have any joint venture. The details of our Subsidiaries and Associate have been provided below:
I. Subsidiaries
1. PhonePe Insurance Broking Services Private Limited (“PIBSPL”)
Corporate information
PIBSPL was incorporated as a private limited company as PhonePe Insurance Broking Services Private Limited under
the Companies Act, 2013 pursuant to a certificate of incorporation dated February 19, 2020, issued by the RoC, CRC,
MCA. The corporate identification number of PIBSPL is U66000KA2020PTC132814. The registered office of
PIBSPL is situated at Office-2, Floor 4, 5, 6, 7, Wing A, Block A Salarpuria Softzone, Service Road, Green Glen
Layout, Bellandur, Bengaluru 560 103, Karnataka, India.
Nature of business
PIBSPL is engaged in the business of direct insurance broking (life and general) pursuant to the certificate of
registration obtained from the Insurance Regulatory and Development Authority of India.
Capital structure
The authorised share capital of PIBSPL is ₹13,000,000,000 divided into 1,300,000,000 equity shares of face value of
₹10 each. The issued, subscribed and paid-up share capital of PIBSPL is ₹11,080,000,000 divided into 1,108,000,000
equity shares of ₹10 each.
Shareholding
As on the date of this Updated Draft Red Herring Prospectus - I, the shareholding pattern of PIBSPL is as follows:
Name of the shareholder Number of equity shares held Percentage of the total
equity shareholding (%)
PhonePe Limited 1,107,999,994 99.99
Sameer Nigam (holding as a nominee of our Company) 1 Negligible*
Adarsh Nahata (holding as a nominee of our Company) 1 Negligible*
Rahul Chari (holding as a nominee of our Company) 1 Negligible*
Parag Mathur (holding as a nominee of our Company) 1 Negligible*
Ankit Gunvantrai Popat (holding as a nominee of our Company) 1 Negligible*
Sanjeev Khurana (holding as a nominee of our Company) 1 Negligible*
Total 1,108,000,000 100.00
*Less than 0.01%
2. PhonePe Wealth Broking Private Limited (“PWBPL”)
Corporate information
PWBPL was incorporated as a private limited company under the Companies Act, 2013 pursuant to a certificate of
incorporation dated April 27, 2021, issued by the RoC, CRC, MCA. Further, pursuant to an order dated October 5,
2024, passed by Regional Director, South east region, Hyderabad, Wealth Technology & Services Private Limited and
Quantech Capital Investment Advisors Private Limited amalgamated with PWBPL with effect from October 30, 2024
and with the appointed date as April 1, 2023. The corporate identification number of PWBPL is
U65990KA2021PTC146954. The registered office of PWBPL is situated at Office 2, Floor 3, Wing A, Block A,
Salarpuria Softzone, Bellandur Village, Varthur Hobli, Outer Ring Road, Bellandur, Bangalore South, Bangalore 560
103, Karnataka, India.
Nature of business
260PWBPL is a trading member of National Stock Exchange of India Limited, BSE Limited and a depository participant
with Central Depository Services (India) Limited. It has commenced the stock broking operations for general public
from August 30, 2023 and is currently engaged in the business of stock broking, depository services, research analyst
and distribution of mutual funds, to its clients.
Capital structure
The authorised share capital of PWBPL is ₹14,987,000,000 divided into 1,498,700,000 equity shares of face value of
₹10 each. The issued, subscribed and paid-up share capital of PWBPL is ₹ 12,101,500,000 divided into 1,210,150,000
equity shares of ₹10 each.
Shareholding
As on the date of this Updated Draft Red Herring Prospectus - I, the shareholding pattern of PWBPL is as follows:
Name of the shareholder Number of equity Percentage of the total equity
shares held shareholding (%)
PhonePe Limited 1,210,149,994 99.99
Sameer Nigam (holding as a nominee of our Company) 1 Negligible*
Adarsh Nahata (holding as a nominee of our Company) 1 Negligible*
Rahul Chari (holding as a nominee of our Company) 1 Negligible*
Parag Mathur (holding as a nominee of our Company) 1 Negligible*
Ankit Gunvantrai Popat (holding as a nominee of our Company) 1 Negligible*
Sanjeev Khurana (holding as a nominee of our Company) 1 Negligible*
Total 1,210,150,000 100.00
*Less than 0.01%
3. Pincode Shopping Solutions Private Limited (“PSSPL”)
Corporate information
PSSPL was incorporated as a private limited company as PhonePe Payment Technology Services Private Limited
under the Companies Act, 2013 pursuant to a certificate of incorporation dated May 3, 2021, issued by the RoC, CRC,
MCA. Subsequently, pursuant to the certificate of incorporation pursuant to change of name dated October 18, 2022,
the name of PhonePe Payment Technology Services Private Limited was changed to PhonePe Shopping Solutions
Private Limited. Further, pursuant to the certificate of incorporation pursuant to change of name dated July 17, 2023,
the name of PhonePe Shopping Solutions Private Limited was changed to Pincode Shopping Solutions Private Limited.
The corporate identification number of PSSPL is U72100KA2021PTC147100. The registered office of PSSPL is
situated at Office-2, Floor 6, Wing B, Block A, Salarpuria Softzone, Bellandur Village, Varthur Hobli, Outer Ring
Road, Bellandur, Bangalore South, Bangalore 560 103, Karnataka, India.
Nature of business
Pincode will be providing business solutions, such as ERP software and other tailored operational models, across the
value chain including to retailers, distributors and manufacturers, to streamline their processes and drive their business
growth.
Capital structure
The authorised share capital of PSSPL is ₹ 30,000,000,000 divided into 3,000,000,000 equity shares of face value of
₹10 each. The issued, subscribed and paid-up share capital of PSSPL is ₹7,649,000,000 divided into 764,900,000
equity shares of ₹10 each.
Shareholding
As on the date of this Updated Draft Red Herring Prospectus - I, the shareholding pattern of PSSPL is as follows:
Name of the shareholder Number of equity Percentage of the total equity
shares held shareholding (%)
PhonePe Limited 764,899,994 99.99
261Name of the shareholder Number of equity Percentage of the total equity
shares held shareholding (%)
Sameer Nigam (holding as a nominee of our Company) 1 Negligible*
Adarsh Nahata (holding as a nominee of our Company) 1 Negligible*
Rahul Chari (holding as a nominee of our Company) 1 Negligible*
Parag Mathur (holding as a nominee of our Company) 1 Negligible*
Ankit Gunvantrai Popat (holding as a nominee of our Company) 1 Negligible*
Sanjeev Khurana (holding as a nominee of our Company) 1 Negligible*
Total 764,900,000 100.00
*Less than 0.01%
4. PhonePe inance Private Limited (“P PL”)
Corporate information
PFPL was incorporated as a private limited company under the Companies Act, 2013 pursuant to a certificate of
incorporation dated August 27, 2021, issued by the RoC, CRC, MCA. The corporate identification number of PFPL
is U64990KA2021PTC151118. The registered office of PFPL is situated at Office 2, Floor 5, Wing A, Block A,
Salarpuria Softzone, Bellandur Village, Varthur Hobli, Outer Ring Road, Bellandur, Bangalore South, Bangalore 560
103, Karnataka, India.
Nature of business
PFPL has amended the objects clause of the memorandum of association of PFPL to engage into the business of NBFC
lending business on October 6, 2025 which was subsequently confirmed by the Central Processing Centre, Ministry
of Corporate Affairs on October 24, 2025.
PFPL has filed an application dated November 4, 2025 with the RBI, for a certificate of registration to commence and
carry on business as a type-II non-banking finance company (non-deposit taking).
As on the date of this UDRHP-1, PFPL has not initiated its business activities.
Capital structure
The authorised share capital of PFPL is ₹ 210,000,000 divided into 21,000,000 equity shares of face value of ₹10 each.
The issued, subscribed and paid-up share capital of PFPL is ₹149,000,000 divided into 14,900,000 equity shares of
₹10 each.
Shareholding
As on the date of this Updated Draft Red Herring Prospectus - I, the shareholding pattern of PFPL is as follows:
Name of the shareholder Number of equity shares Percentage of the total equity
held shareholding (%)
PhonePe Limited 14,899,994 99.99
Sameer Nigam (holding as a nominee of our Company) 1 Negligible*
Adarsh Nahata (holding as a nominee of our Company) 1 Negligible*
Rahul Chari (holding as a nominee of our Company) 1 Negligible*
Parag Mathur (holding as a nominee of our Company) 1 Negligible*
Ankit Gunvantrai Popat (holding as a nominee of our Company) 1 Negligible*
Sanjeev Khurana (holding as a nominee of our Company) 1 Negligible*
Total 14,900,000 100.00
*Less than 0.01%
5. PhonePe Lending Services Private Limited (formerly known as ‘PhonePe Credit Services Private Limited’)
(“PLSPL”)
Corporate information
PLSPL was incorporated as a private limited company as Explorium Innovative Technologies Private Limited under
the Companies Act, 2013 pursuant to a certificate of incorporation dated October 20, 2016, issued by the RoC, CRC,
MCA. Subsequently, pursuant to a certificate of incorporation dated July 17, 2023, the name of Explorium Innovative
Technologies Private Limited was changed to PhonePe Credit Services Private Limited. Further, pursuant to a
certificate of incorporation dated January 24, 2024, the name of PhonePe Credit Services Private Limited was changed
262to PhonePe Lending Services Private Limited. The corporate identification number of PLSPL is
U63119KA2016PTC174869. The registered office of PLSPL is situated at Office-2, Floor 4, 5, 6, 7, Wing A, Block
A Salarpuria Softzone, Service Road, Green Glen Layout, Bellandur, Bangalore South, Bangalore 560 103, Karnataka,
India.
Nature of business
PLSPL is engaged in the business of facilitating a comprehensive suite of lending solutions for both consumers and
merchants, operating as a Lending Service Provider (“LSP”) (“Lending Distribution”). PLSPL’s focus is on building
an intelligent and scalable lending ecosystem by advancing distribution and offering digital-first servicing, intelligent
targeting, digital repayments and collections capabilities to the bank and NBFC partners. PLSPL’s Lending
Distribution business operates on a marketplace model, creating a mutually beneficial ecosystem for consumers,
merchants and lending partners. PLSPL disclaim all liability arising from the loan products except for loans where
PLSPL has provided Default Loss Guarantee (“DLG”), to the extent of DLG.
Capital structure
The authorised share capital of PLSPL is ₹1,000,000 divided into 100,000 equity shares of face value of ₹10 each.
The issued, subscribed and paid-up share capital of PLSPL is ₹117,800 divided into 11,780 equity shares of ₹10 each.
Shareholding
As on the date of this Updated Draft Red Herring Prospectus - I, the shareholding pattern of PLSPL is as follows:
Name of the shareholder Number of equity Percentage of the total equity
shares held shareholding (%)
PhonePe Limited 11,774 99.99
Sameer Nigam (holding as a nominee of our Company) 1 Negligible*
Adarsh Nahata (holding as a nominee of our Company) 1 Negligible*
Rahul Chari (holding as a nominee of our Company) 1 Negligible*
Parag Mathur (holding as a nominee of our Company) 1 Negligible*
Ankit Gunvantrai Popat (holding as a nominee of our Company) 1 Negligible*
Sanjeev Khurana (holding as a nominee of our Company) 1 Negligible*
Total 11,780 100.00
*Less than 0.01%
6. Indus Appstore (Singapore) Pte. Ltd. (“IAPL”)
Corporate information
IAPL, was incorporated as a private limited company under the laws of Singapore on October 1, 2015 having UEN:
201536408Z. The registered office of IAPL is located at 160 Robinson Road #19-08, Singapore Business Federation
Center, Singapore 068914.
Nature of business
IAPL is a holding company of Indus Appstore Private Limited.
Capital structure
The ordinary share capital of IAPL is USD 50,876,751.97.
Shareholding
As on the date of this Updated Draft Red Herring Prospectus - I, the shareholding pattern of IAPL is as follows:
Name of the shareholder Number of equity shares held Percentage of the total equity shareholding (%)
PhonePe Limited 2,681,063 100.00
Total 2,681,063 100.00
7. PhonePe Technology Services Private Limited (“PTSPL”)
Corporate information
263PTSPL was incorporated as a private limited company as PhonePe Technology Services Private Limited under the
Companies Act, 2013 pursuant to a certificate of incorporation dated September 27, 2019, issued by the RoC, CRC,
MCA. The corporate identification number of PTSPL is U63119KA2019PTC174321. The registered office of PTSPL
is situated at Office-2, Floor 4, 5, 6, 7, Wing A, Block A, Salarpuria Softzone, Service Road, Green Glen Layout,
Bellandur, Bangalore South, Bengaluru 560 103, Karnataka, India.
Nature of business
PTSPL had made an application to surrender its license for undertaking the business of account aggregation to the
Reserve Bank of India (“RBI”) which was approved by the RBI by way of an order dated 26 August 2025. The
Company thereafter has altered main objects of the memorandum of association on September 19, 2025 to inter-alia
undertake the business of providing IT and IT-enabled services. As on the date of this Updated Draft Red Herring
Prospectus - I, PTSPL has not initiated its business activities of providing IT and IT-enabled services.
Capital structure
The authorised share capital of PTSPL is ₹430,000,000 divided into 43,000,000 equity shares of face value of ₹10
each. The issued, subscribed and paid-up share capital of PTSPL is ₹395,000,000 divided into 39,500,000 equity shares
of ₹10 each.
Shareholding
As on the date of this Updated Draft Red Herring Prospectus - I, the shareholding pattern of PTSPL is as follows:
Name of the shareholder Number of equity shares Percentage of the total equity
held shareholding (%)
PhonePe Limited 39,499,994 99.99
Rahul Chari (holding as a nominee of our Company) 1 Negligible*
Adarsh Nahata (holding as a nominee of our Company) 1 Negligible*
Sameer Nigam (holding as a nominee of our Company) 1 Negligible*
Parag Mathur (holding as a nominee of our Company) 1 Negligible*
Ankit Gunvantrai Popat (holding as a nominee of our Company) 1 Negligible*
Sanjeev Khurana (holding as a nominee of our Company) 1 Negligible*
Total 39,500,000 100.00
*Less than 0.01%
8. PhonePe International Holdings Limited (“PIHL UAE”)
Corporate information
PIHL UAE was incorporated as a private company limited by shares under the laws of Abu Dhabi Global Market on
September 26, 2025 having registration number 30109. The registered office of PIHL UAE is located at 2475 Register
01, 2475 Register 10, Floor 24, Al Sila Tower, Abu Dhabi Global Market Square, Abu Dhabi, Al Maryah Island,
United Arab Emirates.
Nature of business
PIHL UAE is the holding company for PhonePe’s proposed international business.
Capital structure*
The ordinary share capital of PIHL UAE is AED 20,000 divided into 2,000 ordinary shares of face value of AED 10
each.
Shareholding*
As on the date of this Updated Draft Red Herring Prospectus - I, the shareholding pattern of PIHL UAE is as follows:
Name of the shareholder Number of equity shares Percentage of the total equity
held shareholding (%)
PhonePe Limited 2,000 100.00
Total 2,000 100.00
* The aforementioned is reliant on requisite filings and pending remittance/infusion of capital.
264II. Indirect Subsidiaries
1. Indus Appstore Private Limited (“Indus”)
Corporate information
Indus was incorporated as a private limited company as OSlabs Technology (India) Private Limited under the
Companies Act, 2013 pursuant to a certificate of incorporation dated October 20, 2015, issued by the Registrar of
Companies Mumbai at Maharashtra. Subsequently, pursuant to a certificate of incorporation dated November 29, 2023,
the name of OSlabs Technology (India) Private Limited was changed to Indus Appstore Private Limited. The corporate
identification number of Indus is U74120TN2015PTC179835. The registered office of Indus is situated at #51/117,
Nelson Towers, 2nd Floor, 3rd Wing, Nelson Manickam Road, Aminjikarai, Chennai, Egmore Nungambakkam, Tamil
Nadu – 600 030, India.
Nature of business
Indus is engaged in the business of developing and dealing in software, particularly mobile operating systems and
applications, and providing related services, including value-added content, to end-users and telecom operators.
Capital structure
The authorised share capital of Indus is ₹1,255,500,000 divided into 125,550,000 equity shares of face value of ₹10
each. The issued, subscribed and paid-up share capital of Indus is ₹1,255,103,090 divided into 125,510,309 equity
shares of ₹10 each.
Shareholding
As on the date of this Updated Draft Red Herring Prospectus - I, the shareholding pattern of Indus is as follows:
Name of the shareholder Number of equity shares held Percentage of the total
equity shareholding (%)
Indus Appstore (Singapore) Pte. Ltd. 125,510,303 99.99
Parag Mathur (holding as a nominee of our Subsidiary, Indus 1 Negligible*
Appstore (Singapore) Pte. Ltd.)
Rahul Chari (holding as a nominee of our Subsidiary, Indus 1 Negligible*
Appstore (Singapore) Pte. Ltd.)
Adarsh Nahata (holding as a nominee of our Subsidiary, Indus 1 Negligible*
Appstore (Singapore) Pte. Ltd.)
Sanjeev Khurana (holding as a nominee of our Subsidiary, Indus 1 Negligible*
Appstore (Singapore) Pte. Ltd.)
Ankit Gunvantrai Popat (holding as a nominee of our Subsidiary, 1 Negligible*
Indus Appstore (Singapore) Pte. Ltd.)
Manmeet Sandhu (holding as a nominee of our Subsidiary, Indus 1 Negligible*
Appstore (Singapore) Pte. Ltd.)
Total 125,510,309 100.00
*Less than 0.01%
2. PhonePe Middle East FZ-LLC (“PME Z-LLC UAE”)
Corporate information
PME FZ-LLC UAE was incorporated on October 31, 2025 as a free zone company with limited liability under the
provisions of the Private Companies Regulations of 2016 issued under Law No. 15 of 2014 concerning Dubai
Development Authority and its amendments, having registration number 107385. The registered office of PME FZ-
LLC UAE is located at DMC-BLD05-OQ3-F02-206, Second Floor, DMC5, Dubai Media City, Dubai, United Arab
Emirates.
Nature of business
PME FZ-LLC UAE proposes to provide various services for (a) acceptance and processing of digital payments
including provision of payment gateways, point of sale systems and fund transfer services; and (b) issuance and
operation of stored value payment instruments such as digital wallets, prepaid cards etc., subject to receipt of relevant
regulatory approvals.
265Capital structure*
The ordinary share capital of PME FZ-LLC UAE is AED 10,000 divided into 10 ordinary shares of face value of AED
1000 each.
Shareholding*
As on the date of this Updated Draft Red Herring Prospectus - I, the shareholding pattern of PME FZ-LLC UAE is as
follows:
Name of the shareholder Number of equity shares Percentage of the total equity
held shareholding (%)
PhonePe International Holdings Limited 10 100.00
Total 10 100.00
* The aforementioned is reliant on filings and pending remittance/infusion of capital.
3. PhonePe Singapore Pte. Ltd. (“PSPL”)
Corporate information
PSPL was incorporated as a private limited company under the laws of Singapore on December 22, 2025, having UEN:
202556667R. The registered office of PSPL is located at 160 Robinson Road, #19–08, Singapore Business Federation
Center, Singapore 068914.
Nature of business
PSPL proposes to undertake the business of payment processing services, subject to receipt of relevant regulatory
approvals.
Capital structure*
The share capital of PSPL is USD 1,000 represented by 100 shares of USD 10 each.
Shareholding*
As on the date of this Updated Draft Red Herring Prospectus - I, the shareholding pattern of PSPL is as follows:
Name of the shareholder Number of equity shares held Percentage of the total equity shareholding (%)
PhonePe International Holdings Limited 100 100.00
Total 100 100.00
*The aforementioned is reliant on requisite filings and pending remittance/infusion of capital.
III. Associate Company
1. C. E. Info Systems Limited (“C. E. Info”)
Corporate information
C. E. Info was incorporated as a private limited company as C.E. Info Systems Private Limited at New Delhi under
the Companies Act, 1956, pursuant to the certificate of incorporation dated February 17, 1995 issued by the Registrar
of Companies, National Capital Territory of Delhi and Haryana at New Delhi. Subsequently, pursuant to a certificate
of incorporation dated July 12, 2021, the name of C.E. Info Systems Private Limited was changed to C.E. Info Systems
Limited. The corporate identification number of C. E. Info is L74899DL1995PLC065551. The registered office of C.
E. Info is situated at First, Second, & Third Floor, Plot. No. 237, Okhla Industrial Estate, Phase- III, New Delhi 110
020, India.
Nature of business
C. E. Info is engaged in the business of mapping technologies.
Capital structure
As on the date of this Updated Draft Red Herring Prospectus - I, the authorized share capital of C.E. Info Systems
Limited is ₹1,620,821,810 divided into 75,000,000 equity shares of ₹2 each and 1,229,629.63 Series A preference
266shares of ₹81 each, 1,000,000 Series B preference shares of ₹114 each, 1,218,007 Series C preference shares of ₹290
each and 1,149,206 Series D preference shares of ₹630 each and 180,000 Series E Preference Shares of ₹1,000 each
and its issued, subscribed and paid up equity share capital is ₹ 109,443,330 divided into 54,721,665 equity shares of
₹2 each.
Shareholding
As of September 30, 2025, the shareholding pattern of C. E. Info is as follows:
Name of the shareholder Number of shareholders Number of equity shares Percentage of the total
held equity shareholding (%)
Promoter and promoter group 6 28,107,754 51.36
Public 149,524 26,613,911 48.64
Total 149,530 54,721,665 100.00
Common pursuits with the Subsidiaries
There is no conflict of interest between our Subsidiaries and our Company.
Accumulated profits or losses of our Subsidiaries
As on the date of this Updated Draft Red Herring Prospectus - I, there are no accumulated profits or losses of any of our
Subsidiaries that have not been accounted for by our Company.
Business interest between our Company and our Subsidiaries
Except to the extent of related party transactions between our Company and our Subsidiaries, our Subsidiaries have no business
interest in our Company. For further details, please see “Other Financial Information - Related Party Transactions” on page
383.
Shareholders’ agreements and other agreements
Except as set forth below, there are no other arrangements or agreements, deeds of assignment, acquisition agreements,
shareholders agreements, inter-se agreements, any agreements between our Company, our Promoters, and Shareholders, or
agreements of like nature or agreements comprising any clauses/covenants in relation to the securities of our Company which
are material to our Company, and which are required to be disclosed, or the non-disclosure of which may have a bearing on the
investment decision of prospective investors in the Offer. Further, there are no clauses/covenants that are adverse or prejudicial
to the interest of the minority/public Shareholders of our Company.
Key terms of subsisting shareholders’ agreements
Details of subsisting shareholder’s agreements among our shareholders vis-à-vis our Company, as on the date of this Updated
Draft Red Herring Prospectus - I, are provided below:
Shareholders’ agreement dated September 19, 2025, entered into by and amongst our Company, WM Digital Commerce
Holdings Pte. Ltd. (“Walmart”), Sameer Nigam, Rahul Chari, Headstand Pte. Ltd., 3State Ventures Pte. Ltd., INQ Holdings
LLC., Jadoff SPV 5, LLC, Microsoft Global Finance Unlimited Company, WCH Q3 2020 1, LLC, General Atlantic
Singapore PPIL Pte. Ltd., Tiger Global PIP 9-1 Ltd., Ribbit Bullfrog II Cayman IN Holdings Ltd. and TVS Shriram Growth
und 3 (“Shareholders’ Agreement” or “SHA”). Sameer igam and Rahul Chari are collectively referred to as the
“ ounders” and individually as “ ounder”.
The SHA sets out the rights and obligations of the parties to the SHA in relation to their respective shareholding in the Company
and other rights including governance and management of the Company and matters in connection therewith.
Under the SHA, subject to applicable law (a) as long as Walmart holds shares equivalent to or more than 50% of the share
capital of the Company (“Control Threshold”), Walmart shall have the right to nominate four directors on the Board; and (b)
if Walmart holds less than the Control Threshold but more than 10% of the share capital of the Company, it shall have the right
to nominate three directors on the Board (“Walmart Directors”). Further, each of the Founders shall be entitled to be a Director
so long as such Founder, satisfies certain conditions specified under the SHA (“Founder Director”).
Furthermore, in terms of the SHA, one Walmart Director and one Founder shall not be liable to retire by rotation, subject to the
provisions of applicable law. Pursuant to the SHA, the Company shall undertake to incorporate the following provisions in its
267Articles of Association for approval in the first general meeting of Shareholders convened after the listing date: (i) Subject to
applicable Law, Walmart shall have the right to nominate four members of the Board so long as it holds shares more than the
Control Threshold and if the shareholding of Walmart falls below the Control Threshold but remains more than 10% of the
Share Capital, Walmart shall have the right to nominate up to three members of the Board; (ii) Each Founder shall be entitled
to be a Director for so long as such Founder satisfies at least one of the founder conditions; (iii) except one Walmart Director
and any one Founder Director, all remaining Directors shall be liable to retire by rotation, subject to the provisions of applicable
law; (iv) A majority of the Directors (including the Key Directors) must approve the convening of a Board meetings convened
at shorter notice; (v) the quorum of any meeting of the Board shall be one-third of its total strength and shall include the presence
of the Key Directors; (vi) the written consent of one Walmart Director will be required to postpone a Board meeting to a date,
location and time that is later than prescribed day, location and time for an adjourned Board meeting; and (vii) prior approval
by at least one Walmart Director of the agenda of a Board meeting. Key Directors for the purposes of this paragraph refers to
at least one Director from each of the following categories: one Walmart Director, one Independent Director and one Founder
Director.
In terms of the SHA, subject to applicable laws and the appropriate carve outs provided under the SHA, shareholders have
certain: (i) information rights, (ii) exit rights; (iii) pre-emptive rights; (iv) rights in relation to restrictions on transfer of shares;
(v) drag along rights; and (vi) co-sale rights. Further, in terms of the SHA, certain matters in relation to our Company and
Subsidiaries, shall require consent and vote of at least three-fourths of the Board, including: (a) adoption or amendment of any
equity incentive plan or other benefit plan not covered under the Companies Act or the SEBI SBEB & SE Regulations; (b)
direct or indirect change in shareholding or voting, economic or other ownership rights in any of the Subsidiaries; (c) any
declaration or payment of any dividend or distribution of profits or commissions to Shareholders, employees or directors, by
the Company. Further, SHA also provides for certain minority reserved matters including any increase in the aggregate number
of stock options, any increase and decrease in size of the Board, any of our Company or Subsidiaries entering into any joint
venture or partnership, in each case involving an aggregate commitment by our Company in excess of one hundred million
dollars, etc., which shall require consent of the holders of the requisite minority securities, as defined in the SHA.
In accordance with the terms of the SHA, Company shall use all reasonable efforts to conduct the Offer on or prior to December
31, 2026. Further, the SHA shall stand automatically terminated immediately upon effective date of listing at the relevant stock
exchange (or at any earlier point of time under applicable laws). The special rights available under the SHA shall cease to exist
immediately upon the effective date of listing at the relevant stock exchange, without requiring any further action.
In terms of the Articles of Association, certain matters of the board shall require prior consent and votes by such number of
Directors who constitute at least 3/4th of the Board. Further, a Shareholder (directly or through its affiliates) holds Shares
equivalent to or more than the Control Threshold shall have the right to call for an extra-ordinary general meeting of the
Shareholders by way of a requisition notice to the Board, in accordance with Companies Act. For further details, see
“Description of Equity Shares and Terms of Articles of Association” on page 515.
Other agreements
Share purchase agreement dated September 5, 2025 (“SPA-1”) between our Company, General Atlantic Singapore PPIL
Pte. Ltd. (“Purchaser”), Manmeet Sandhu and the persons listed in schedule 1 of the SPA (“Sellers”), read with share
purchase agreement dated September 5, 2025 (“SPA-2”) between our Company, General Atlantic Singapore PPIL Pte. Ltd.,
Sameer Nigam and Rahul Chari (together with SPA-1 and SPA-2 “SPAs”)
Pursuant to the SPAs, the Purchaser agreed to purchase from the Sellers, Sameer Nigam and Rahul Chari, an aggregate of
23,736,738 Equity Shares, constituting approximately 4.31% of the share capital of our Company on a fully diluted basis
(includes the entire stock options pool), for an aggregate consideration of ₹55,487.00 million. The Purchaser has represented
and warranted, inter alia, its due incorporation, valid existence, and requisite corporate power and authority to execute the SPAs
and consummate the transactions contemplated therein. The Sellers, Sameer Nigam and Rahul Chari have severally represented
and warranted, inter alia, their authority to enter into the agreements and their status as the sole legal and beneficial owners of
their respective Equity Shares. They have further warranted possessing good and marketable title to the Equity Shares, free
from any encumbrances, and have provided specific warranties regarding their tax residency and compliance. Further, the
Sellers, Sameer Nigam and Rahul Chari have undertaken to severally (and not jointly), with respect to themselves, indemnify
and keep the Purchaser indemnified against losses which the Purchaser may suffer from or in connection with inter alia any
breach of, non-fulfilment of, or failure to perform, the covenants, obligations, agreements and undertakings by the Sellers,
Sameer Nigam and Rahul Chari contained in the SPAs.
Other material events
From Financial Year 2015-16, PhonePe Private Limited, Singapore (now known as Headstand Pte. Ltd.) (“PhonePe
Singapore”) was the immediate holding company of our Company and where the effective board, and shareholders agreement
resided. With effect from December 23, 2022, the board, and shareholders agreement, were formally moved from PhonePe
268Singapore to our Company, situated in India. This relocation of key governance frameworks was a fundamental shift in the
locus of control. Concurrently with the locus shift in control, PhonePe Singapore’s shareholding in our Company as of
December 23, 2022, was reduced from 100% to a non-controlling minority shareholding of 7.28%, as a result of the transfer of
their shareholding to other entities and individuals in the following manner pursuant to which PhonePe Singapore ceased to
exercise control over our Company with effect from December, 23, 2022. For details regarding the shareholding of Headstand
Pte. Ltd. in our Company as on the date of this Updated Draft Red Herring Prospectus - I, please see “Capital Structure - Details
of equity shareholding of the major Shareholders of our Company” on page 123.
Date of transfer Name of Name of transferee Number of equity Percentage of
transferor shares transferred shareholding
transferred, as on the
date of the transfer
December 23, PhonePe Binny Bansal 534,636 1.31%
2022 Singapore Microsoft Global Finance Unlimited Company 367,879 0.90%
Jadoff SPV 5, LLC 10,264 0.03%
INQ Holding LLC 506,875 1.24%
WM Digital Commerce Holdings Pte. Ltd. 36,320,459 89.11%
(formerly known as 'FIT Parent Pte. Ltd.' and
Fit Holdings SARL)
WCH Q3 2020 1, LLC 51,321 0.13%
Agreements with Key Managerial Personnel, Senior Management, Directors, Promoters or any other employee of our
Company
As on the date of this Updated Draft Red Herring Prospectus - I, there are no agreements entered into by a Key Managerial
Personnel or Senior Management or Director or Promoters or any other employee of our Company, either by themselves or on
behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in
connection with dealings in the securities of our Company.
Agreements required under Clause 5A of paragraph A of part A of Schedule III of the SEBI Listing Regulations
As on the date of this Updated Draft Red Herring Prospectus - I, except as disclosed under “Shareholders’ agreements and
other agreements” on page 267, there are no other agreements required to be disclosed under Clause 5A of paragraph A of part
A of Schedule III of the SEBI Listing Regulations.
Key terms of other subsisting material agreements
Except for the agreements disclosed herein, our Company has not entered into any other material agreements which are
subsisting other than in the ordinary course of business of our Company as on the date of this Updated Draft Red Herring
Prospectus - I.
Details of guarantees given to third parties by our Promoter who is participating in the Offer for Sale
One of our Promoters, WM Digital Commerce Holdings Pte. Ltd., who is participating in the Offer as the Promoter Selling
Shareholder, has not given any guarantee to any third party, that are outstanding on the date of this Updated Draft Red Herring
Prospectus - I.
Other Confirmations
Except as disclosed in “Risk Factors - Our operations are subject to various legal and regulatory requirements, including
oversight and inspection by most of the major Indian financial regulators, including the Reserve Bank of India (“RBI”),
Securities and Exchange Board of India (“SEBI”), and Insurance Regulatory & Development Authority of India (“IRDAI”),
as well as other authorities of the Government of India (“GoI”) such as the Unique Identification Authority of India (“UIDAI”)
and the Department of Telecommunications (“DoT”). Any changes in, or non-compliance with, applicable legal or regulatory
requirements may adversely affect our operations.” on page 47, there are no findings/ observations of any of the inspections by
SEBI or any other regulator which are material, and which needs to be disclosed or non-disclosure of which may have bearing
on the investment decision of prospective investors.
Except as disclosed in “Risk Factors – We face substantial and increasingly intense competition within India’s financial services
industry. If we are unable to compete effectively, our business, financial condition, results of operations, cash flows and
prospects will be materially and adversely affected” on page 54, to the extent of services received and given that our Company
and its Subsidiaries operate in a similar line of business as our vendors or suppliers, we may have a conflict of interest between,
269any suppliers of raw materials and the third-party service providers (which are crucial for operations of our Company) and our
Company and Subsidiaries.
There is no conflict of interest between, any lessor of any immovable properties (which are crucial for operations of our
Company) and our Company and Subsidiaries and its Directors.
270OUR MANAGEMENT
In terms of the Companies Act and the Articles of Association, our Company is required to have not less than three Directors
and not more than 15 Directors. As on the date of this Updated Draft Red Herring Prospectus - I, our Board comprises 10
Directors including two Whole-time Directors and eight Non-Executive Directors, of whom four are Non-Executive
Independent Directors (including one woman Independent Director) and four are Non-Executive Nominee Directors (including
one Non-Executive Nominee Director (Additional)). The composition of the Board is compliant with the applicable corporate
governance requirements under the Companies Act and SEBI Listing Regulations.
Our Board
The following table sets forth details regarding our Board as on the date of this Updated Draft Red Herring Prospectus - I:
Sr. Name, designation, address, occupation, term, Age Other directorships
No. period of directorship, DIN, date of birth (years)
1. Rohit Bhagat 61 Indian companies:
Designation: Chairperson of the Board and Non- Listed companies
Executive Independent Director
• Meesho Limited
Address: 925 Culebra Road, Hillsborough 94010,
California, USA Unlisted companies
Occupation: Self employed Nil
Term: Period of five years with effect from May 15, Foreign entities:
2025
Listed entities
Period of directorship: Director since January 6, 2023
Nil
DIN: 02968574
Unlisted entities
Date of birth: April 3, 1964
Nil
2. Sameer Nigam 48 Indian companies:
Designation: Whole-time Director and Chief Executive Listed companies
Officer
Nil
Address: Villa No. 127 Adarsh Palm Retreat Villas,
Devarabisanahalli, Bellandur, Bengaluru 560 103, Unlisted companies
Karnataka, India
Nil
Occupation: Service
Foreign entities:
Term: With effect from April 1, 2024, for a period of
five years, liable to retire by rotation Listed entities
Period of directorship: Director since April 26, 2016 Nil
DIN: 02292840 Unlisted entities
Date of birth: October 22, 1977 Nil
3. Rahul Chari 48 Indian companies:
Designation: Whole-time Director and Chief Listed companies
Technology Officer
Nil
Address: Villa No. 455 Adarsh Palm Retreat Villas,
Devarabisanahalli, Bellandur, Bengaluru 560 103, Unlisted companies
Karnataka, India
Nil
271Sr. Name, designation, address, occupation, term, Age Other directorships
No. period of directorship, DIN, date of birth (years)
Occupation: Service Foreign entities:
Term: With effect from April 1, 2024, for a period of Listed entities
five years, liable to retire by rotation
Nil
Period of directorship: Director since April 26, 2016
Unlisted entities
DIN: 03052804
Nil
Date of birth: December 9, 1977
4. Donna Catherine Morris# 58 Indian companies:
Designation: Non-Executive Nominee Director Listed companies
Address: 5 S Queensborough Ln, Rogers, Arkansas, Nil
72758-9533, USA
Unlisted companies
Occupation: Service
Nil
Term: With effect from January 24, 2024, liable to retire
by rotation Foreign entities:
Period of directorship: Director since January 24, 2024 Listed entities
DIN: 07177193 Nil
Date of birth: October 21, 1967 Unlisted entities
• Crystal Bridges – Museum of American Art,
USA* (USA)
• UKG Inc. (USA)
5. John David Rainey JR# 55 Indian companies:
Designation: Non-Executive Nominee Director Listed companies
Address: 604 NW, 2nd Street, Bentonville, Arkansas, Nil
72712-5115, USA
Unlisted companies
Occupation: Service
Nil
Term: With effect from January 24, 2024, liable to retire
by rotation Foreign entities:
Period of directorship: Director since January 24, 2024 Listed entities
DIN: 10464085 • Microsoft Corporation (USA)
Date of birth: September 5, 1970 Unlisted entities
• RNBW Ventures Inc. (USA)
6. Leigh Douglas Hopkins# 58 Indian companies:
Designation: Non-Executive Nominee Director Listed companies
Address: 1255 W Lakeridge Drive, Fayetteville, Nil
Arkansas 72703-2031, USA
Unlisted companies
Occupation: Service
• 63Ideas Infolabs Private Limited
272Sr. Name, designation, address, occupation, term, Age Other directorships
No. period of directorship, DIN, date of birth (years)
Term: With effect from January 6, 2023, liable to retire Foreign entities:
by rotation
Listed entities
Period of directorship: Director since January 6, 2023
Nil
DIN: 09002888
Unlisted entities
Date of birth: January 4, 1968
• TheatreSquared* (USA)
7. Rachel Lee Brand#$ 52 Indian companies:
Designation: Non-Executive Nominee Director Listed companies
(Additional)
Nil
Address: 6718 Lucy LN, McLean, Virginia 22101-
1516, USA Unlisted companies
Occupation: Professional Nil
Term: With effect from January 14, 2026, liable to retire Foreign entities:
by rotation
Listed entities
Period of directorship: Director since January 14, 2026
• Wal-Mart de Mexico, S.A.B. de C.V.
DIN: 11378047 (Mexico)
Date of birth: May 1, 1973 Unlisted entities
• Wal-Mart Foundation* (USA)
• National Constitution Center*^ (USA)
8. Manish Sabharwal 56 Indian companies:
Designation: Non-Executive Independent Director Listed companies
Address: Dachigam, 11/2B Yemalur Kempapura Main • Teamlease Services Limited
Road, next to Neev Academy, Yemalur, Bengaluru 560
037, Karnataka, India Unlisted companies
Occupation: Entrepreneur • Dihea Products India Private Limited
• Gaja Alternative Asset Management
Term: Period of five years with effect from November Limited
21, 2024 • Lupin Ventures Private Limited
Period of directorship: Director since November 21, Foreign entities:
2024
Listed entities
DIN: 00969601
Nil
Date of birth: December 29, 1969
Unlisted entities
• Global Crossover Ventures Pte. Ltd.
(Singapore)
• HR Offshoring Ventures Pte. Ltd.
(Singapore)
9. Tarun Bajaj 63 Indian companies:
Designation: Non-Executive Independent Director Listed companies
• Bajaj Finance Limited
273Sr. Name, designation, address, occupation, term, Age Other directorships
No. period of directorship, DIN, date of birth (years)
Address: Bungalow No. 38, New Moti Bagh, New • Hindustan Unilever Limited
Delhi 110 021, India • Tech Mahindra Limited
• The Tata Power Company Limited
Occupation: Consultant
Unlisted companies
Term: Period of five years with effect from January 24,
2024 Nil
Period of directorship: Director since January 24, 2024 Foreign entities:
DIN: 02026219 Listed entities
Date of birth: November 9, 1962 Nil
Unlisted entities
Nil
10. Zarin Bomi Daruwala 60 Indian companies:
Designation: Non-Executive Independent Director Listed companies
Address: Ashok Tower, B Wing, Flat 1907/1908, Dr. S. Nil
S. Rao Road, Parel, Mumbai 400 012, Maharashtra,
India Unlisted companies
Occupation: Consultant • PL Capital Markets Private Limited
• PL Wealth Private Limited
Term: Period of five years with effect from May 23,
2025 Foreign entities:
Period of directorship: Director since May 23, 2025 Listed entities
DIN: 00034655 Nil
Date of birth: February 5, 1965 Unlisted entities
Nil
# Nominee of WM Digital Commerce Holdings Pte. Ltd.
* Not-for-profit organisation.
^Rachel Lee Brand is on the board of trustees of the organisation.
$She will be regularised at the ensuing general meeting
Brief Biographies of Directors
Rohit Bhagat is the Chairperson of the Board and Non-Executive Independent Director of our Company. He holds a bachelor’s
degree of technology in mechanical engineering from the Indian Institute of Technology, Delhi, master’s degree of science in
engineering from the University of Texas, Austin, master’s degree in management from the Kellogg School, Northwestern
University, USA and has completed the Stanford Directors’ Consortium Executive Program. He has over 15 years of experience
and was previously associated with Axis Bank Limited as an independent director, BlackRock as chairman of the Asia Pacific
region, Barclays Global Investors as chief operating officer, and with the Boston Consulting Group.
Sameer Nigam is the Founder, Whole-time Director and the Chief Executive Officer of our Company. Over the past decade,
he has led PhonePe’s journey in building and scaling its digital payments business, and is now driving diversification into
multiple other consumer tech sectors (Share.Market and Indus Appstore). He has over 23 years of experience and before
founding our Company, he served as senior vice president, engineering, and vice president, digital business, at Flipkart Internet
Private Limited. His journey at Flipkart Internet Private Limited started in 2011 when the company acquired his first venture –
Mallers Inc. (Mime360). He holds a Master’s degree in Business Administration from the Wharton Business School (University
of Pennsylvania), USA, and a Master’s Degree in Computer Science from the University of Arizona, Tucson, USA. He received
the ‘The Fintech Person of the Year – India’ award at the Global Fintech Festival, 2024 and the ‘EY Entrepreneur of the Year
2024 India’ award in the business transformation category.
274Rahul Chari is the Founder, Whole-time Director and the Chief Technology Officer of our Company. He has spearheaded the
technology strategy of the group, building a robust and highly scalable platform. On the back of this extensible architecture,
PhonePe Group is now expanding into multiple consumer tech sectors including Share.Market and Indus Appstore, with Rahul
continuing to play a pivotal role in the Company’s technological evolution. He has over 24 years of experience and prior to
joining the Company, he was associated with Flipkart Internet Private Limited as vice president of engineering, and earlier co-
founded Mallers Inc. (“Mime360”), a digital media distribution platform. In addition, his career of two plus decades in
technology includes engineering roles at technology firms like Cisco Systems (India) Private Limited, Cisco Systems Inc. and
Andiamo Systems Inc., where he has filed for multiple patents in the storage area networking space. He holds a master’s degree
in science from the Purdue University, USA and a bachelor’s degree in computer engineering from Sardar Patel College of
Engineering, University of Mumbai. He was honoured at India’s CTO Excellence Awards 2024 organised by YourStory.
Donna Catherine Morris is a Non-Executive Director of our Company and a nominee of WM Digital Commerce Holdings
Pte. Ltd. on our Board. She holds a bachelor’s degree of arts in political science from the Carleton University, Canada. She
holds a certificate of professional membership with the Human Resources Professionals Association of Ontario and has been
entitled as certified human resource executive by virtue of her membership. She has over 23 years of experience and was on
the board of directors of the Society for Human Resource Management, USA and is a fellow of the National Academy of
Human Resources. She is on the board of trustees at Fordham University in New York, USA and on the board of directors at
Crystal Bridges – Museum of American Art, USA. She was previously associated with Adobe Inc. as chief human resources
officer and executive vice president of employee experience and is currently associated with Walmart Inc. as executive vice
president – global people and chief people officer. She has received awards such as, being named in Forbes Future of Work 50
list in 2022, Mass Market Retailing’s “Most Influential Women” in 2024, and a Top 100 HR Tech influencer by Human
Resource Executive in 2022.
John David Rainey JR is a Non-Executive Director of our Company and a nominee of WM Digital Commerce Holdings Pte.
Ltd. on our Board. He holds a bachelor’s degree in business administration from the School of Business, Baylor University,
Texas, USA and a master’s degree in business administration from Graduate School, Baylor University, Texas, USA. He has
over 28 years of experience and was previously associated as chief financial officer and executive vice president – global
customer operations at PayPal Holdings, Inc., executive vice president and chief financial officer of United Continental
Holdings, Inc., and is currently associated with Walmart Inc. as executive vice president and chief financial officer.
Rachel Lee Brand is a Non-Executive Nominee Director (Additional) of our Company and a nominee of WM Digital
Commerce Holdings Pte. Ltd. on our Board. She holds a juris doctor from Harvard Law School. She has over 23 years of
experience and is currently associated with Walmart Inc. as executive vice president of global governance, chief legal officer,
and corporate secretary. Prior to this, she served in the U.S. Department of Justice as the Associate Attorney General, and
previously the Assistant Attorney General for the Office of Legal Policy. Also in the U.S. government, she served as an
Associate Counsel to the President at the White House and as a Member of the U.S. Privacy and Civil Liberties Oversight
Board. She served as a law clerk to Justice Anthony Kennedy on the Supreme Court of the United States and Justice Charles
Fried on the Supreme Judicial Court of Massachusetts. In the private sector, she was a lawyer at the law firms of Cooper &
Kirk, PLLC and Wilmer Cutler Pickering Hale and Dorr LLP in Washington, D.C. and served as the vice president and chief
counsel for regulatory litigation at the U.S. Chamber of Commerce. She also serves on the board of directors of Wal-Mart de
Mexico S.A.B. de C.V.
Leigh Douglas Hopkins is a Non-Executive Director of our Company and a nominee of WM Digital Commerce Holdings Pte.
Ltd. on our Board. He holds a master of arts from Wadham College, University of Oxford. He has over 15 years of retail
experience and was previously associated with Walmart Inc. as executive vice president – international strategy & development.
Manish Sabharwal is a Non-Executive Independent Director of our Company. He holds a bachelor’s degree in commerce
from the University of Delhi and a master’s degree in business administration from the Wharton Business School, University
of Pennsylvania. He has over 26 years of experience and was previously associated with the board of the RBI as an independent
director and is currently associated with Teamlease Services Limited as vice chairman, with the Comptroller and Auditor
General of India as a member of the advisory board, with National Council of Applied Economic Research as a governing board
member, and with New India Foundation as a managing trustee.
Tarun Bajaj is a Non-Executive Independent Director of our Company. He is a fellow member of the Council of Chartered
Financial Analysts. He holds a bachelor’s degree in commerce from the University of Delhi, New Delhi, and a post-graduate
diploma in management from the Indian Institute of Management, Ahmedabad. He has over 34 years of experience and was
previously associated with the Department of Revenue and Department of Economic Affairs, Ministry of Finance of the
Government of India as Secretary, with National Investment and Infrastructure Fund as director and with the RBI, SEBI, SIDBI,
Bank of Maharashtra, Bank of India, General Insurance Corporation Limited, New India Assurance Company Limited and
United India Insurance Company Limited as their board member respectively. He is currently associated with Tech Mahindra
Limited, Bajaj Finance Limited, The Tata Power Company Limited and Hindustan Unilever Limited as an independent director.
275Zarin Bomi Daruwala is a Non-Executive Independent Director of our Company. She is a fellow member of the Institute of
Chartered Accountants of India and the Institute of Company Secretaries of India. She has over 36 years of experience and was
previously associated with ICICI Bank Limited as president and Standard Chartered Bank as chief executive officer – India and
South Asia. She is currently associated with Prabhudas Lilladher Advisory Services Limited as the chief executive officer. She
has received awards such as 100 Top Most Influential BFSI Leaders, Ladies’ Wing IMC Award for Outstanding Contribution
in Banking and Financial Services 2018, multiple Business Today ‘Most Powerful Women in Indian Business’ awards, and the
‘Banking CEO of the Year’ award by The European.
Relationship between our Directors, Key Managerial Personnel and Senior Management
None of our Directors are related to each other or any other Key Managerial Personnel and Senior Management in our Company.
Confirmations
None of our Directors is or was a director of any listed company during the five years immediately preceding the date of this
Updated Draft Red Herring Prospectus - I, whose shares have been or were suspended from being traded on any of the stock
exchanges during their directorship in such companies.
No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms or
companies in which they are interested by any person either to induce them to become or to help them qualify as a Director, or
otherwise for services rendered by them or by the firm or company in which they are interested, in connection with the
promotion or formation of our Company.
None of our Directors have been declared as Wilful Defaulters or as Fraudulent Borrowers.
None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange
during the term of their directorship in such company.
In the ordinary course of business of our Company, there are no conflict of interests between, any suppliers of raw materials
and the third-party service providers (which are crucial for operations of our Company) and our Directors.
In the ordinary course of business of our Company, there are no conflict of interests between, any lessor of any immovable
properties (which are crucial for operations of our Company) and our Directors.
Arrangements or understandings of Directors with major shareholders, customers, suppliers or others
Except for Rahul Chari, Sameer Nigam, and nominee directors of WM Digital Commerce Holdings Pte. Ltd., namely, Donna
Catherine Morris, John David Rainey JR, Leigh Douglas Hopkins and Rachel Lee Brand, each appointed in terms of the
Shareholders’ Agreement, none of our Directors have any arrangements or understandings with the major shareholders,
customers, suppliers or others, pursuant to which any of our Directors are appointed on the Board or as a member of senior
management. For further details in relation to the Shareholders’ Agreement, see “History and Certain Corporate Matters –
Details of Shareholders’ agreements and other agreements” on page 267.
Terms of appointment of our Whole-time Directors
Sameer Nigam
Pursuant to the resolution passed by our Board dated March 6, 2024, Sameer Nigam was appointed as Chief Executive Officer.
Additionally, he was re-appointed as a Whole-time Director for a period of five years, with effect from April 1, 2024.
The details of remuneration and perquisites payable to Sameer Nigam, for a period of three years with effect from May 1, 2025,
during the term of his office as Whole-time Director and Chief Executive Officer, as approved by our Board pursuant to the
resolution passed on August 7, 2025, and a resolution dated August 18, 2025 passed by the Shareholders, read in consonance
with the service agreement dated October 5, 2020, along with its amendment dated June 5, 2023, entered into between our
Company and Sameer Nigam, are as follows:
276Particulars Remuneration
Gross salary (excluding ₹ 27,500,000 per annum and an annual inflation-based hike.
perquisites and other entitlements
set out below)
Perquisites including stock (i) Entitled to perquisites in accordance with the Company’s policies.
options
(ii) Existing employee stock options granted and vested.
(iii) Any stock options which would be granted to the Whole-time Directors in the future till
April 30, 2028.
Other allowances and benefits As may be applicable under the Company’s policies, as amended from time to time.
Reimbursements Reimbursements of all travelling and other out-of-pocket expenses necessarily incurred in the
performance of his duties and responsibilities.
Subject to applicable law, the remuneration payable to and perquisites payable to Sameer Nigam, for a period of three years
with effect from April 1, 2026 is as set out below, in accordance with Board resolution dated August 26, 2025 and the
Shareholders’ approval in the general meeting dated August 29, 2025, read in consonance with the service agreement dated
October 5, 2020, along with its amendment dated June 5, 2023, entered into between our Company and Sameer Nigam, are as
follows:
Particulars Remuneration
Gross salary excluding ₹ 43,305,000 per annum (which is equivalent to USD 500,000 and will consider/be modified for any
perquisites and other entitlements fluctuation in the foreign exchange rate) and an annual 5% increment on the overall gross salary.
set out below
Exchange rate: 1 USD = ₹ 86.61
Perquisites including stock A. Stock options:
options
(i) 22,651,910*, including granted and vested and to be vested employee stock options; and
(ii) Additional options as approved by the NRC/Board under the PFSOP 2025 or any future stock
option schemes subject to the approval of the Members of the Company.
B. Other perquisites such as contribution to provident fund, superannuation or gratuity or annuity
fund or leave encashment, as applicable as per the Company’s policies.
Other allowances and benefits As may be applicable under the Company’s policies, as amended from time to time.
Reimbursements Reimbursements of all travelling and other out-of-pocket expenses incurred in performance of his duties
and responsibilities.
* As on the date of this Updated Draft Red Herring Prospectus - I, out of 22,651,910 stock options, 21,603,410 stock options are exercised and the remaining
stock options are granted.
Rahul Chari
Pursuant to the resolutions passed by our Board dated March 6, 2024, Rahul Chari has been re-appointed as the Whole-time
Director of our Company for a period of five years, with effect April 1, 2024.
The details of remuneration and perquisites payable to Rahul Chari , for a period of three years with effect from May 1, 2025,
during the term of his office as Whole-time Director, as approved by our Board pursuant to the resolution passed on August 7,
2025, and a resolution dated August 18, 2025 passed by the Shareholders, read in consonance with the service agreement dated
October 5, 2020, along with its amendment dated June 5, 2023, entered into between our Company and Rahul Chari, are as
follows:
Particulars Remuneration
Gross salary (excluding ₹ 27,500,000 per annum and an annual inflation-based hike.
perquisites and other entitlements
set out below)
Perquisites including stock (i) Entitled to perquisites in accordance with the Company’s policies.
options
(ii) Existing employee stock options granted and vested.
(iii) Any stock options which would be granted to the Whole-time Directors in the future till April 30,
2028.
Other allowances and benefits As may be applicable under the Company’s policies, as amended from time to time.
Reimbursements Reimbursements of all travelling and other out-of-pocket expenses necessarily incurred in the
performance of his duties and responsibilities.
277Subject to applicable law, the remuneration payable to and perquisites payable to Rahul Chari, for a period of three years with
effect from April 1, 2026 is as set out below, in accordance with Board resolution dated August 26, 2025 and the Shareholders’
approval in the general meeting dated August 29, 2025, read in consonance with the service agreement dated October 5, 2020,
along with its amendment dated June 5, 2023, entered into between our Company and Rahul Chari, are as follows:
Particulars Remuneration
Gross salary excluding ₹ 43,305,000 per annum (which is equivalent to USD 500,000 and will consider/be modified for any
perquisites and other entitlements fluctuation in the foreign exchange rate) and an annual 5% increment on the overall gross salary.
set out below
Exchange rate: 1 USD = ₹ 86.61
Perquisites including stock A. Stock options:
options
(i) 22,651,910*, including granted and vested and to be vested employee stock options; and
(ii) Additional options as approved by the NRC/Board under the PFSOP 2025 or any future stock
option schemes subject to the approval of the Members of the Company.
B. Other perquisites such as contribution to provident fund, superannuation or gratuity or annuity fund
or leave encashment, as applicable as per the Company’s policies.
Other allowances and benefits As may be applicable under the Company’s policies, as amended from time to time.
Reimbursements Reimbursements of all travelling and other out-of-pocket expenses incurred in performance of his duties
and responsibilities.
* As on the date of this Updated Draft Red Herring Prospectus - I, out of 22,651,910 stock options, 21,603,410 stock options are exercised and the remaining
stock options are granted.
Furthermore, in addition to their respective remuneration, each of them is eligible for profit-linked commission (in the event
Company attains profitability), any other allowances and sitting fees for the Board and committee meetings in accordance with
applicable provisions of Companies Act.
Remuneration to our Whole-time Directors
Details of the remuneration paid to our Whole–time Directors in Fiscal Year 2025 are set forth below:
S. No. Name of the Whole-time Director Remuneration (in ₹ million)
1. S ameer Nigam 26.01
2. R ahul Chari 26.01
Remuneration to our Non-Executive Directors
Except for Rohit Bhagat who was paid remuneration in Fiscal Year 2025 as a non-executive nominee director of our Company,
none of our Non-Executive Nominee Directors were paid any remuneration in Fiscal Year 2025.
As on the date of this Updated Draft Red Herring Prospectus - I, our Non-Executive Nominee Directors are not entitled to any
remuneration.
Remuneration to our Non-Executive Independent Directors
Rohit Bhagat
Pursuant to Section 197 of the Companies Act, 2013, and the rules made thereunder along with Schedule V of the Companies
Act, 2013 and the resolutions passed by our Board and Shareholders on April 30, 2025 and June 5, 2025, respectively, Rohit
Bhagat is entitled to receive remuneration of ₹22.00 million per annum.
Further, pursuant to resolution passed by our Board on August 26, 2025 and a resolution dated August 29, 2025 passed by the
Shareholders, an additional remuneration of ₹ 63.75 million, subject to applicable taxes, is being paid to Rohit Bhagat as an
Independent Director and Chairperson of the Board, for the period starting from May 15, 2025 till the consummation of the
IPO, in tranches and in any event not exceeding a period of three years from May 15, 2025, in the following manner:
(i) ₹ 31,875,000 post Shareholders’ approval in the general meeting dated August 29, 2025, for payment of such
remuneration; and
(ii) ₹ 6,375,000 per month thereafter for 5 months.
278Manish Sabharwal
Pursuant to Section 197 of the Companies Act, 2013, and the rules made thereunder along with Schedule V of the Companies
Act, 2013 and the resolutions passed by our Board and Shareholders on November 21, 2024 and March 31, 2025, respectively,
Manish Sabharwal is entitled to receive remuneration of ₹12.00 million per annum.
Tarun Bajaj
Pursuant to Section 197 of the Companies Act, 2013, and the rules made thereunder along with Schedule V of the Companies
Act, 2013 and the resolutions passed by our Board and Shareholders on March 11, 2025 and March 31, 2025, respectively,
Tarun Bajaj is entitled to receive remuneration of ₹11.50 million per annum.
Zarin Bomi Daruwala
Pursuant to Section 197 of the Companies Act, 2013, and the rules made thereunder along with Schedule V of the Companies
Act, 2013 and the resolutions passed by our Board and Shareholders on May 23, 2025 and June 5, 2025, respectively, Zarin
Bomi Daruwala is entitled to receive remuneration of ₹10.00 million per annum along with additional allowance of ₹1.50
million each per annum as chair of each of the committees of the Board to which she may be or is appointed by the Board.
Further, pursuant to resolutions passed by our Board and Shareholders on August 7, 2025, and August 18, 2025, respectively,
each of our Non-Executive Independent Directors are entitled to aforementioned remuneration for a period of three years from
their respective dates of appointment.
Furthermore, in addition to their respective remuneration, each of them is eligible for profit-linked commission (in the event
Company attains profitability), any other allowances and sitting fees for the Board and committee meetings in accordance with
applicable provisions of Companies Act.
The details of remuneration paid to our Non-Executive Independent Directors by our Company during Fiscal Year 2025 are as
follows:
Sr. No. Name of Director Remuneration (₹ in million)
1. M anish Sabharwal 4.34
2. R ohit Bhagat^ 20.99
3. T arun Bajaj 10.43
4. Z arin Bomi Daruwala* –
*Appointed post Fiscal Year 2025, therefore was not paid remuneration in Fiscal Year 2025.
^Remuneration to Rohit Bhagat in Fiscal Year 2025 was paid as a non-executive nominee director.
Remuneration paid or payable to our Directors by our Subsidiaries and/or Associate
None of our Directors have been paid any remuneration by our Subsidiaries or Associate, including contingent or deferred
compensation accrued for the Fiscal Year 2025.
Contingent or deferred compensation paid to Directors by our Company
There is no contingent or deferred compensation accrued for Fiscal Year 2025 or payable to any of our Directors by our
Company.
Bonus or profit-sharing plan of our Directors
None of our Directors are entitled to any bonus or profit-sharing plans of our Company.
Service agreements with Directors
Except for Rahul Chari and Sameer Nigam, each of whom has entered into a service agreements with our Company each dated
October 5, 2020, along with its amendments each dated June 5, 2023, which inter alia provide for certain benefits upon
termination of their employment, none of our Directors have entered into service agreements with our Company pursuant to
which they are entitled to any benefits upon termination of employment.
Shareholding of our Directors in our Company
Our Directors are not required to hold any qualification Equity Shares under our Articles of Association.
279Except as disclosed in “Capital Structure – Shareholding of our Directors, Key Managerial Personnel and Senior Management
in our Company” on page 127, none of our Directors hold any Equity Shares in our Company as on the date of this Updated
Draft Red Herring Prospectus - I.
Shareholding of Directors in our Subsidiaries
Except as disclosed in “History and Certain Corporate Matters – Our Subsidiaries, Associate and joint ventures” on page 260,
none of our Directors hold any shares in the Subsidiaries of our Company.
Interest of Directors
Our Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if any, payable to
them by our Company under our Articles of Association and to the extent of remuneration paid to them for services rendered
as an officer or employee of our Company. For further details, see “Other Financial Information – Related Party Transactions”
on page 383.
Certain of our Directors may also be deemed to be interested to the extent of Equity Shares, if any (together with dividends and
other distributions in respect of such Equity Shares), held by them. Certain of our Directors may also be deemed to be interested
to the extent of stock options granted pursuant to PhonePe Award Schemes and PFSOP 2025, as applicable. For details, see
“Capital Structure – Employee Stock Options Schemes of our Company” on page 128.
Certain of our Directors may also be deemed to be interested to the extent of any equity shares held by them (as nominee of our
Company) in certain of our Subsidiaries. For further details, see “History and Certain Corporate Matters – Our Subsidiaries,
Associate and joint ventures” on page 260.
Our Company has not acquired any property, nor proposes to acquire property as on the date of filing of this Updated Draft Red
Herring Prospectus - I. Accordingly, none of our Directors have any interest in any property acquired or proposed to be acquired
by our Company.
While Sameer Nigam and Rahul Chari, are the Founders of our Company, none of our Directors have any interest in the
promotion or formation of our Company.
Except as stated in “Other Financial Information – Related Party Transactions” on page 383, no amount or benefit has been
paid or given within the two years preceding the date of filing of this Updated Draft Red Herring Prospectus - I or is intended
to be paid or given to any of our Directors.
Except as disclosed in this Updated Draft Red Herring Prospectus - I, none of our Directors have any other interest in our
Company or in any transaction by our Company including for construction of buildings or supply of machinery, if any.
None of our Directors have availed loans from our Company.
Changes in the Board in the last three years
Details of the changes in our Board in the last three years preceding the date of this Updated Draft Red Herring Prospectus - I
are set forth below:
Name Date of appointment/ change/ cessation Reason
Rachel Lee Brand January 14, 2026 Appointment as a Non-Executive Nominee Director
(Additional)
Zarin Bomi Daruwala May 23, 2025 Appointment as Non-Executive Independent Director
Rohit Bhagat May 15, 2025 Appointment as Non-Executive Independent Director
Rohit Bhagat May 15, 2025 Cessation as non-executive nominee director due to
withdrawal of nomination
Manish Sabharwal November 21, 2024 Appointment as Non-Executive Independent Director
Binny Bansal November 12, 2024 Resignation as non-executive nominee director due to
personal reasons
Judith Jane Mckenna January 31, 2024 Resignation as non-executive nominee director due to
retirement
Tarun Bajaj January 24, 2024 Appointment as Non-Executive Independent Director
Donna Catherine Morris January 24, 2024 Appointment as Non-Executive Nominee Director
John David Rainey JR January 24, 2024 Appointment as Non-Executive Nominee Director
Note: The table above does not include regularization and re-appointments of directors retiring by rotation.
280Borrowing powers of our Board of Directors
Pursuant to a resolution passed by our Board in its meeting dated August 7, 2025 and resolution passed by Shareholders’ in its
meeting dated August 18, 2025, our Board is authorized to borrow from time to time as they may deem fit, any sum or sums of
money up to ₹ 200,000 million on such terms and conditions as the Board may deem fit, whether the same may be secured or
unsecured and if secured, whether by way of such security interest (including but not limited to) mortgages, hypothecation and
pledge in addition to the existing charges, both present and future, or otherwise in any way whatsoever, on, over or in any
respect of all, or any of the company’s assets and effects or properties whether movable or immovable or stock in process and
debts and advances, notwithstanding that the money to be borrowed together with the money already borrowed by the Company
(apart from the temporary loans obtained from the Company’s Bankers in the ordinary course of business) and remaining un-
discharged at any given point of time, exceeds the aggregate, for the time being, of the paid-up share capital, free reserves, that
is to say, reserves not set apart for any specific purpose, and securities premium.
Corporate governance
We are in compliance with the requirements of the applicable provisions of the SEBI Listing Regulations, and the Companies
Act, in respect of corporate governance including constitution of our Board and committees thereof and formulation and
adoption of policies. The corporate governance framework is based on an effective independent Board, separation of the Board’s
supervisory role from the executive management team and constitution of the Board committees, as required under law.
As on the date of this Updated Draft Red Herring Prospectus - I, our Board comprises 10 Directors including two Whole-time
Directors, eight Non-Executive Directors, of whom four are Non-Executive Independent Directors (including one woman
Independent Director) and four are Non-Executive Nominee Directors. In compliance with Section 152 of the Companies Act,
not less than two-thirds of the Directors (excluding Non-Executive Independent Directors) are liable to retire by rotation.
Committees of the Board
Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations. The Board of
Directors functions either as a full board, or through various committees constituted to oversee specific operational areas. In
addition to the Committees described below, our Board of Directors may, from time to time, constitute Committees for various
functions.
Details of the Committees as on the date of this Updated Draft Red Herring Prospectus - I are set forth below:
Audit Committee
The members of the Audit Committee are:
Sr. No. Name of Director Board Designation Committee Designation
1. Manish Sabharwal Non-Executive Independent Director Chairperson
2. John David Rainey JR# Non-Executive Nominee Director Member
3. Rohit Bhagat Chairperson of the Board and Non- Member
Executive Independent Director
# Nominee of WM Digital Commerce Holdings Pte. Ltd.
The Audit Committee was constituted at a meeting of our Board held on December 23, 2022, with effect from January 6, 2023.
This committee was last re-constituted by way of resolution passed by our Board dated July 7, 2025. The scope and functions
of the Audit Committee is in accordance with the Section 177 of the Companies Act and Regulation 18 and Part C of Schedule
II of the SEBI Listing Regulations and its scope and terms of reference as stipulated pursuant to a resolution dated August 7,
2025 passed by our Board are set forth below:
(a) The Audit committee shall mandatorily review the following information:
(i) Management discussion and analysis of financial condition and results of operations;
(ii) Management letters / letters of internal control weaknesses issued by the statutory auditors;
(iii) Internal audit reports relating to internal control weaknesses;
(iv) The appointment, removal and terms of remuneration of the chief internal auditor; and
(v) Statement of deviations:
281a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing
Regulations”);
b) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the Listing Regulations
(b) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;
(c) Review with the management, the annual financial statements and auditor’s report thereon before submission to the
Board for approval, with particular reference to:
i. matters required to be included in the director’s responsibility statement to be included in the board’s report
in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
ii. changes, if any, in accounting policies and practices and reasons for the same;
iii. major accounting entries involving estimates based on the exercise of judgment by management;
iv. significant adjustments made in the financial statements arising out of audit findings;
v. compliance with listing and other legal requirements relating to financial statements;
vi. disclosure of any related party transactions;
vii. modified opinion(s) in the draft audit report;
(d) Review with the management, the quarterly financial statements before submission to the Board for approval;
(e) Review with the management, the statement of uses / application of funds raised through an issue (public issue, rights
issue, preferential issue, etc, if applicable.), the statement of funds utilized for purposes other than those stated in the
offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public issue or rights issue or preferential issue or qualified institutional placement, and making
appropriate recommendations to the Board to take steps in this matter;
(f) Scrutiny of inter-corporate loans and investments;
(g) Valuation of undertakings or assets of the Company, wherever it is necessary;
(h) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans /
advances / investments;
(i) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
(j) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(k) Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process;
(l) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
(m) Consider the effectiveness of the Company’s internal control system;
(n) Review with the management, the performance of statutory and internal auditors; adequacy of the internal control
systems;
(o) Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
282(p) Discussion with internal auditors of any significant findings and follow up there on;
(q) Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
(r) Evaluation of internal financial controls and risk management systems. Risk Management Systems may also be
evaluated by the Risk Management Committee;
(s) All related party transactions and subsequent modifications (including material modifications which shall be defined
by the Committee and disclosed as a part of the policy on materiality of related party transactions and on dealing with
related party transactions) shall require prior approval of the Audit Committee of the Company in the manner
prescribed.
Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered
into by the Company, subject to such conditions as may be prescribed.
Provided that only those members of the Audit Committee, who are independent directors, shall approve related party
transactions (after listing subject to the applicable law).
(t) Frame and review the Code of Conduct for Prohibition of Insider Trading and any other policies in relation to the said
code;
(u) Supervise the implementation of the aforementioned code and monitor and review the compliances mentioned therein;
(v) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
(w) To review the functioning and to oversee the whistle blower/vigil mechanism. Further, the Company to ensure that
access is provided to the Chair of the Audit Committee to hear grievances of victimization of employees and Directors,
who used vigil mechanism to report genuine concerns in appropriate and exceptional cases;
(x) Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc.
of the candidate;
(y) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the Company and its shareholders;
(z) Review of audit notes/reports under Master directions/guidelines issued by the Reserve Bank of India, as may be
needed;
(aa) Approval of the Key Performance Indicators required to be disclosed in the offer document and subsequent reviews of
KPI as may be applicable;
(bb) Carrying out any other function as is mentioned in the terms of reference of the audit committee;
(cc) Perform other activities related to this charter as may be advised by the Board from time to time;
(dd) Recommend the removal of the auditors to the Board and Shareholders for approval;
(ee) Consider the effectiveness of the Company's information technology security and IT general control;
(ff) Approval of governance policies related to the Financial Delegation of Authority of the Company, Treasury, Tax
policy adoption, etc;
(gg) Review litigations that could have a significant impact on the organization’s financial statements;
(hh) Consider, review and decide to liquidate and/or dissolve entities that are no longer required provided that there is no
negative impact (other than in an immaterial respect) to the Company; and
(ii) The role and responsibilities of the Audit Committee shall include such other items as may be prescribed by applicable
law or the Board in compliance with applicable law, from time to time.
283Nomination and Remuneration Committee
The members of the Nomination and Remuneration Committee are:
Sr. No. Name of Director Board Designation Committee Designation
1. Zarin Bomi Daruwala Non-Executive Independent Director Chairperson
2. Donna Catherine Morris# Non-Executive Nominee Director Member
3. Rohit Bhagat Chairperson of the Board and Non- Member
Executive Independent Director
# Nominee of WM Digital Commerce Holdings Pte. Ltd.
The Compensation and Nomination Committee was constituted at a meeting of our Board held on December 23, 2022, with
effect from January 6, 2023. The nomenclature of this committee was changed to Nomination and Remuneration Committee at
a meeting of our Board held on December 4, 2023. The Nomination and Remuneration Committee was last re-constituted by
way of resolution passed by our Board dated July 7, 2025. The scope and functions of the Nomination and Remuneration
Committee are in accordance with Section 178 of the Companies Act and Regulation 19 and Part D of Schedule II of the SEBI
Listing Regulations and its terms of reference as stipulated pursuant to a resolution dated September 12, 2025 passed by our
Board are set forth below:
(a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel
and other employees and ensure that while formulating the policy:
i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors
of the quality required to run the Company successfully;
ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
iii. Remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of
the Company and its goals.
(b) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of
the role and capabilities required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Committee may:
i. use the services of external agencies, if required;
ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and
iii. consider the time commitments of the candidates.
(c) Formulation of criteria for evaluation of performance of independent directors and the board of directors;
(d) Devising a policy on diversity of board of directors;
(e) Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the board of directors their appointment and removal and
shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to
be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external
agency and review its implementation and compliance;
(f) To decide whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors;
(g) Recommend to the board, all remuneration, in whatever form, payable to senior management;
(h) To formulate, implement, oversee and administer the existing and proposed PhonePe Stock Option Scheme (“PSOP”)
and PhonePe Founder Stock Option Schemes or such other stock options agreements / share based benefit scheme/
equity incentive agreements as may be approved/implemented by the Company from time to time including with
284respect to allocation, grant, vesting and exercise of Options but excluding with respect to rights and powers reserved
for the Board;
(i) To evaluate and make recommendations to the Board concerning any new stock option or equity incentive
compensation plans proposed for or adopted by the Company.
(j) To frame suitable policies and procedures to ensure compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 and the Securities and Exchange Board of India (Prohibition of
Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, as amended from time to
time by the Company and its employees, as may be applicable;
(k) Such other matter as may be specified by the Board from time to time; and
(l) Any other matter as prescribed by the Companies Act, 2013 and rules made thereunder, and Securities and Exchange
Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 or such other regulation
prescribed by the SEBI from time to time.
Stakeholders Relationship Committee
The members of the Stakeholders Relationship Committee are:
Sr. No. Name of Director Board Designation Committee Designation
1. Zarin Bomi Daruwala Non-Executive Independent Director Chairperson
2. Sameer Nigam Whole-time Director and Chief Member
Executive Officer
3. Leigh Douglas Hopkins# Non-Executive Nominee Director Member
# Nominee of WM Digital Commerce Holdings Pte. Ltd.
The Stakeholders Relationship Committee was constituted by a meeting of our Board on April 30, 2025. This committee was
last re-constituted by way of resolution passed by our Board dated August 26, 2025. The scope and functions of the Stakeholders
Relationship Committee is in accordance with Section 178 of the Companies Act and Regulation 20 and Part D of Schedule II
of the SEBI Listing Regulations and its terms of reference as stipulated pursuant to a resolution dated April 30, 2025 passed by
our Board, with effect from May 15, 2025, are set forth below:
(a) Considering and resolving the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc.;
(b) Review of measures taken for effective exercise of voting rights by shareholders;
(c) Review of adherence to the service standards adopted by the Company in respect of various services being rendered
by the Registrar & Share Transfer Agent;
(d) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;
(e) Resolving grievances of debenture holders related to creation of charge, payment of interest/principal, maintenance of
security cover and any other covenants (if applicable);
(f) Such other matter as may be specified by the Board from time to time; and
(g) Any other matter as prescribed by the Companies Act, 2013 and rules made thereunder, and Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 or such other regulation
prescribed by the SEBI from time to time.
Risk Management Committee
The members of the Risk Management Committee are:
Sr. No. Name of Director Board Designation Committee Designation
1. Tarun Bajaj Non-Executive Independent Director Chairperson
2. Leigh Douglas Hopkins# Non-Executive Nominee Director Member
285Sr. No. Name of Director Board Designation Committee Designation
3. Rahul Chari Whole-time Director and Chief Member
Technology Officer
# Nominee of WM Digital Commerce Holdings Pte. Ltd.
The Risk Management Committee was constituted with effect from December 4, 2023, by way of resolution passed by our
Board on December 4, 2023. This committee was last re-constituted by way of resolution passed by our Board dated July 7,
2025. The scope and functions of the Risk Management Committee is in accordance with Regulation 21 and Part D of Schedule
II of the SEBI Listing Regulations and its terms of reference as stipulated pursuant to a resolution dated April 30, 2025 and
reconfirmed pursuant to resolution dated July 7, 2025 passed by our Board are set forth below:
(a) To formulate a detailed Risk Management Policy which shall include:
i. A framework for identification of internal and external risks specifically faced by the Company, in particular
including financial, operational, sectoral, sustainability (particularly, ESG-related risks), information, cyber
security risks or any other risk as may be determined by the Risk Management Committee.
ii. Measures for risk mitigation including systems and processes for internal control of identified risks.
iii. Business continuity plan.
(b) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated
with the business of the Company;
(c) To monitor and oversee implementation of the Risk Management Policy, including evaluating the adequacy of risk
management systems;
(d) To periodically review the Risk Management Policy, at least once in two years (or any other shorter time period),
including by considering the changing industry dynamics and evolving complexity;
(e) To keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken;
(f) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by
the Risk Management Committee;
(g) Compliance monitoring:
i. Oversee ethics and compliance program with primary responsibility regarding the implementation and
effectiveness of the Company’s ethics and compliance programs;
ii. Review and advise with respect to company policies, processes and procedures, compliance with applicable
laws and regulations and the Code of Conduct, and instances of non-compliance therewith;
iii. Determine whether the company has dedicated oversight, autonomy, and resources for its anti-corruption
compliance program;
iv. Review the effectiveness of the system for monitoring compliance with laws and regulations;
v. Review anti-corruption non-compliance, significant violations of code of conduct or senior executives and
the results of management’s investigation and follow-up (including disciplinary action) of any instances of
non-compliance; and
vi. Seek information from any employee.
(h) Legal and Compliance with Regulatory licenses: To review compliance with regulatory licenses, key legal matters that
could have a significant impact on the organization’s financial statements, the Company’s compliance with applicable
laws and regulations, inquiries received from regulators or governmental agencies;
Key legal matters that could have a material impact on the organization’s financial statements may also be placed
before the Audit Committee.
(i) Review the programs and policies in place to prevent and identify fraud.
286(j) The role and responsibilities of the Risk Management Committee shall include such other items as may be prescribed
by applicable law or the Board in compliance with applicable law, from time to time.
(k) The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any
overlap with activities of such committees, as per the framework laid down by the board of directors; and
(l) The Risk Management Committee may form and delegate authority to subcommittees when appropriate.
In addition to the above, our Company has also constituted an IPO Committee at a meeting of our Board held on August 26,
2025. The members of the IPO Committee are:
Sr. No. Name of Director Board Designation Committee Designation
1. Rohit Bhagat Non-Executive Independent Director Chairperson
2. Leigh Douglas Hopkins# Non-Executive Nominee Director Member
3. Sameer Nigam Whole-time Director and Chief Member
Executive Officer
# Nominee of WM Digital Commerce Holdings Pte. Ltd.
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287Management Organization Chart
Board of Directors
288Highly Tenured Leadership Team with Strong Focus on Organisational Culture and Governance
289Key Managerial Personnel
In addition to Sameer Nigam, Whole-time Director and Chief Executive Officer, and Rahul Chari, Whole-time Director and
Chief Technology Officer, of our Company, whose details are set out under “– Brief biographies of Directors” on page 274,
the details of our other Key Managerial Personnel as on the date of this Updated Draft Red Herring Prospectus - I, are set forth
below:
Adarsh Nahata is the Chief Financial Officer of our Company. He plays a pivotal role in driving the Company’s strategic
direction, leading the finance organisation with key contributions to governance, compliance and business strategy. He has led
the finance function from its inception, establishing a robust and agile finance organization aligned with the Company’s growth
and strategic vision. He joined our Company on December 1, 2017. Prior to joining our Company, he worked at Flipkart India
Private Limited, ITC Limited, Sterlite Industries (India) Limited, and Graphite India Limited. He has over 17 years of
experience across finance, controllership, governance, and business strategy. He is also the recipient of the ‘Financial Express
Visionary Leader 2024’ award, recognising his exemplary contribution to the financial dialogue. He is also a fellow member
of the Institute of Chartered Accountants of India and the Council of Chartered Financial Analysts. He holds a master’s degree
of science in finance from ICFAI University, Dehradun and a bachelor’s degree in commerce from University of Calcutta, West
Bengal. During Fiscal Year 2025, he received a remuneration of ₹25.00 million (excluding perquisite related to employee stock
options to the tune of ₹188.98 million) from our Company.
Ankit Gunvantrai Popat is the Company Secretary and Compliance Officer of our Company. He leads the mergers &
acquisitions, governance, and secretarial functions within the legal team of our Company. Ankit oversees the governance
framework, statutory compliances under the Companies Act and FEMA, and compliances under the shareholders agreement.
He played a key role in our Company’s redomicile from Singapore to India and acquisition of entities such as Indus Appstore,
Wealthdesk and OpenQ. He joined our Company on October 21, 2019. Prior to joining our Company, he was associated with
Big Tree Entertainment Private limited (BookMyShow) and CLP India Private Limited. He has over 16 years of experience in
managing the legal and secretarial portfolio. He holds a bachelor’s degree in law (General) from K.A. Pandhi Law College,
Saurashtra University, Rajkot, and is an associate member of the Institute of Company Secretaries of India. During Fiscal Year
2025, he received a remuneration of ₹11.12 million (excluding perquisite related to employee stock options to the tune of ₹9.93
million) from our Company.
Senior Management
In addition to Adarsh Nahata, the Chief Financial Officer and Ankit Gunvantrai Popat, Company Secretary and Compliance
Officer, whose details are provided in “– Key Managerial Personnel” on page 289, the details of our other Senior Management
as on the date of this Updated Draft Red Herring Prospectus - I are set forth below:
Hemant Manilal Gala is the Chief Executive Officer of the Lending Business of our Company. He helped establish the
payments business from its early stages and contributed to seeding the financial services businesses, including stock broking
and insurance. In his current role, he is focused on building an organisation that creates solutions for millions of our consumers
and merchants. He joined our Company on June 1, 2016. Prior to joining our Company, he was associated with Flipkart Internet
Private Limited, ICICI Prudential Life Insurance Company Limited, ICICI Bank Limited, Hongkong and Shanghai Banking
Corporation Limited, and Visa Consolidated Support Services (India) Private Limited. He has over 23 years of experience
across banking, financial services, lending, payments, and insurance. Hemant holds a master’s degree in management studies
from Narsee Monjee Institute of Management Studies, Mumbai and bachelor’s degree in commerce from University of Mumbai.
During Fiscal Year 2025, he received a remuneration of ₹24.75 million (excluding perquisite related to employee stock options
to the tune of ₹191.38 million) from PLSPL.
Karthik Raghupathy is the Vice President, Corporate Strategy & Head of Investor Relations of our Company. Over the last 8
years at our Company, Karthik has led the consumer payments business, consumer and merchant operations, as well as our
analytics team. He joined our Company on January 4, 2018. Prior to joining our Company, Karthik was associated with United
Overseas Bank Limited (Singapore), Standard Chartered Bank (Singapore), and McKinsey & Company (New York). He has
over 16 years of experience in the fields of strategy, investor relations, planning and projects, and business development. Karthik
holds a master’s degree in business administration from the Wharton School, University of Pennsylvania where he graduated
with honors as a Palmer Scholar. He also holds a master’s degree in science from Cornell University and a bachelor’s degree
in electrical engineering from the Indian Institute of Technology Madras, where he received the Siemen’s Prize and Philips
India Prize in Electrical Engineering. During Fiscal Year 2025, he received a remuneration of ₹24.62 million (excluding
perquisite related to employee stock options to the tune of ₹146.84 million) from our Company.
Sonika Chandra is the Chief Business Officer of the Consumer Payments Business of our Company. She has been associated
with our Company since March 16, 2020. She heads our Company’s consumer platform growth strategy and overall consumer
payments profit and loss responsibility. She has been focused on driving growth in the consumer platform and monetization in
the payments business, which accounts for a majority of the company’s revenue to date. Under her leadership, the business has
290diversified into new growth areas like travel and gold, and expanded beyond UPI to issue instruments like cards and full KYC
wallets. Prior to our Company, she was associated with Visa Inc., and Western Union, LLC. She has over 10 years of experience
in financial services and strategy. Sonika holds a master’s degree in business administration from Wharton Business School
(University of Pennsylvania), USA, and a post-graduate diploma in communication from Mudra Institute of Communications,
Ahmedabad. During Fiscal Year 2025, she received a remuneration of ₹21.20 million (excluding perquisite related to employee
stock options to the tune of ₹39.71 million) from our Company.
Vivek Lohcheb is the Chief Executive Officer of Pincode Shopping Solutions Private Limited. He was instrumental in setting
up and scaling the offline merchant payments business as the vice president and head of offline merchant payments. He was
also in charge of launching and scaling the smart speaker and electronic data capture devices for merchant payments. He joined
our Company on January 22, 2018. Prior to joining our Company, he was associated with Protinus Infotech Private Limited as
co-founder, Asian Paints Limited, Dell India Private Limited and Bharti Airtel Limited. He has over 18 years of experience in
the field of sales and marketing. He holds a post-graduate diploma in management from the Indian Institute of Management,
Bengaluru and a bachelor’s degree in mechanical engineering from the Punjab Engineering College, Chandigarh. During Fiscal
Year 2025, he received a remuneration of ₹23.50 million (excluding perquisite related to employee stock options to the tune of
₹119.01 million) from PSSPL.
Yuvraj Singh Shekhawat is the Chief Business Officer-Merchant Business of our Company. He has been involved in scaling
up our merchant payments business since its inception. Over the last 8 years, he has held key leadership positions in the offline
merchant business vertical and is currently responsible for building our business across both online and offline merchants. He
joined our Company on April 18, 2017. Prior to joining our Company, he was associated with Flipkart India Private limited,
Asian Paints Limited, Wipro Limited, and Flextronics Software Systems Limited. He has over 17 years of experience in the
fields of business management, sales, distribution and technology. Yuvraj has completed his post-graduate diploma in
management from Management Development Institute (MDI), Gurgaon and a bachelor’s degree in technology in electronics
and communication from Sikkim Manipal University, Gangtok. During Fiscal Year 2025, he received a remuneration of ₹19.00
million (excluding perquisite related to employee stock options to the tune of ₹56.19 million) from our Company.
Relationship between our Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel or Senior Management are related to each other.
Status of Key Managerial Personnel and Senior Management
Except for Hemant Manilal Gala and Vivek Lohcheb who are employees of our Subsidiaries PLSPL and PSSPL, respectively,
our Key Managerial Personnel and Senior Management are permanent employees of our Company.
Shareholding of Key Managerial Personnel and Senior Management
Except as disclosed in “Capital Structure – Shareholding of our Directors, Key Managerial Personnel and Senior Management
in our Company” on page 127, none of our Key Managerial Personnel and Senior Management hold any Equity Shares in our
Company.
Bonus or profit-sharing plans
None of our Key Managerial Personnel or Senior Management is entitled to any bonus or profit-sharing plans of our Company.
Interests of Key Managerial Personnel and Senior Management
The Key Managerial Personnel and Senior Management do not have any interests in our Company, other than (i) the
remuneration or benefits to which they are entitled in accordance with the terms of their appointment or reimbursement of
expenses incurred by them during the ordinary course of business; (ii) the Equity Shares held by them, if any, and to the extent
of any dividend payable and other distributions in respect of Equity Shares held by them in our Company; (iii) employee stock
options held by them and the resultant shareholding from PSOP, PhonePe Award Schemes and PFSOP 2025, as applicable; and
(iv) as provided in “Other Financial Information – Related Party Transactions”and “Interests of Directors” on pages 383 and
280, respectively.
In the ordinary course of business of our Company, there are no conflict of interests with any suppliers of raw materials and the
third-party service providers (which are crucial for operations of our Company) and our Key Managerial Personnel and Senior
Management.
In the ordinary course of business of our Company, there are no conflict of interests with, any lessor of any immovable properties
(which are crucial for operations of our Company) and our Key Managerial Personnel and Senior Management.
291Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management
There is no contingent or deferred compensation payable to our Key Managerial Personnel or Senior Management or Directors,
which does not form part of their remuneration.
Arrangements or understandings of Key Managerial Personnel or Senior Management with major shareholders,
customers, suppliers or others
Except as disclosed in “–Arrangements or understandings of Directors with major shareholders, customers, suppliers or
others” on page 276, there is no arrangement or understanding with the major shareholders, customers, suppliers or others,
pursuant to which any Key Managerial Personnel or Senior Management was selected as key managerial personnel or member
of senior management.
Service Contracts with Key Managerial Personnel and Senior Management
Except as disclosed under “-Service agreements with Directors” on page 279 and statutory entitlements for benefits upon
termination of their employment in our Company or retirement, no Key Managerial Personnel and Senior Management has
entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of
employment.
Changes in Key Managerial Personnel and Senior Management
Except as disclosed below, there have been no changes in the Key Managerial Personnel or Senior Management in the last three
years:
Name Designation Date of Appointment/ Reason
Change
Ankit Gunvantrai Popat Company Secretary and Compliance April 30, 2025 Appointment as Compliance Officer
Officer
Rahul Chari Whole-time Director and Chief April 30, 2025 Identified as Key Managerial Personnel
Technology Officer
Ankit Gunvantrai Popat Company Secretary September 18, 2024 Identified as Key Managerial Personnel
Adarsh Nahata Chief Financial Officer September 18, 2024 Appointed and identified as Key
Managerial Personnel
Sameer Nigam Whole-time Director and Chief Executive March 6, 2024 (with Appointment as Chief Executive Officer
Officer effect from April 1,
2024)
Payment or benefit to Key Managerial Personnel and Senior Management
Except as disclosed below, no non-salary amount or benefit has been paid or given to any officer of our Company including
Key Managerial Personnel or Senior Management, within the two years preceding the date of this Updated Draft Red Herring
Prospectus - I or is intended to be paid or given, other than in the ordinary course of their employment or any employee stock
options, for services rendered as officers of our Company.
Our Company has paid ₹752.03 million in Fiscal Year 2025 and ₹1,968.76 million in Fiscal Year 2024 in lieu of buy back of
certain options held by our Key Managerial Personnel and Senior Management.
Employee Stock Options
For details of PSOP, PhonePe Award Schemes and PFSOP 2025, see “Capital Structure – Employee stock options plans” on
page 128.
292OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
WM Digital Commerce Holdings Pte. Ltd. and Wal-Mart International Holdings, Inc. are the Promoters of our Company.
As on the date of this Updated Draft Red Herring Prospectus - I, one of our Promoters, WM Digital Commerce Holdings Pte.
Ltd. holds 371,517,890 Equity Shares of face value of ₹1 each in our Company, representing 71.77% of the pre-Offer, issued,
subscribed and paid-up share capital of our Company on a fully diluted basis*. Further, Wal-Mart International Holdings, Inc.
does not hold any Equity Shares in our Company as on the date of this Updated Draft Red Herring Prospectus - I.
*Calculated on the basis of total Equity Shares held and such number of Equity Shares which will result upon exercise of vested options under the PSOP.
For further details of the build-up of the Promoters’ shareholding in our Company, see “Capital Structure - History of Equity
Share capital held by our Promoters - Build-up of Equity shareholding of Promoters in our Company” on page 124.
The details of our Promoters are provided below:
1. WM Digital Commerce Holdings Pte. Ltd. (“WM Digital”)
Corporate information
WM Digital was originally formed or incorporated on May 14, 2018 as Fit Holdings SARL, and as on the date of this
Updated Draft Red Herring Prospectus - I, it is registered as a private company limited by shares under the laws of
Singapore with unique entity number 202513855H. Its registered office is located at 38 Beach Road #23-11, South
Beach Tower, Singapore, 189767.
As on the date of this Updated Draft Red Herring Prospectus - I, the shares of WM Digital are not listed on any stock
exchange.
Nature of business
As on the date of this Updated Draft Red Herring Prospectus - I, WM Digital is an investment holding company.
Change in activities
There has been no change in the business activities of WM Digital.
Board of directors
The board of directors of WM Digital, as on the date of this Updated Draft Red Herring Prospectus - I is as set forth
below:
Sr. No. Name of the director Designation
1. Lisle Geoffrey Adams Director
2. Woo Chien Chien Evelyn Director
Shareholding pattern
The shareholding pattern of WM Digital as on September 30, 2025, March 31, 2025, March 31, 2024 and March 31,
2023 is as set forth below:
Sr. Name of shareholders Number of shares(1)(2) Shareholding (%)(1)(2)
No.
1. Wal-Mart International Holdings, Inc. 20,000 100
Total 20,000 100
(1) At the time of its incorporation, the shareholding pattern of WM Digital was 20,000 shares with nominal value of U.S. $1.00 per share. WM
Digital’s registration was transferred from Luxembourg to Singapore on March 31, 2025. Subsequent to such transfer, WM Digital’s
shareholding pattern was 20,000 ordinary shares of no par value.
(2) Subsequent to September 30, 2025, WM Digital has issued 159 ordinary shares of no par value to Global Pinnacle Corporation constituting
0.79% of the share capital of WM Digital.
293Promoter of WM Digital
As on the date of this Updated Draft Red Herring Prospectus - I, Wal-Mart International Holdings, Inc. is the promoter
of WM Digital. See “- Our Promoters and Promoter Group – Wal-Mart International Holdings, Inc.” on page 294.
As on the date of this Updated Draft Red Herring Prospectus - I, no natural person holds 15% or more shares, on a
fully diluted basis, in WM Digital. For further details, see “– Our Promoters and Promoter Group – Wal-Mart
International Holdings, Inc.– Board of directors” on page 294.
Details of change in control of WM Digital
There has been no change in the control of WM Digital in the three years immediately preceding the date of this
Updated Draft Red Herring Prospectus - I.
Our Company confirms that the permanent account number, bank account number and unique entity number of WM
Digital will be submitted to the Stock Exchanges at the time of filing this Updated Draft Red Herring Prospectus - I.
2. Wal-Mart International Holdings, Inc.
Corporate information
Wal-Mart International Holdings, Inc. is a corporation incorporated under the laws of the State of Delaware, U.S.A.
on July 20, 1999, with File Number 3072593. The registered office of Wal-Mart International Holdings, Inc. is located
at c/o Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware, 19801.
As on the date of this Updated Draft Red Herring Prospectus - I, the shares of Wal-Mart International Holdings, Inc.
are not listed on any stock exchange.
Nature of business
As on the date of this Updated Draft Red Herring Prospectus - I, Wal-Mart International Holdings, Inc. owns the
majority of the international operations for the Walmart Inc. group companies.
Change in activities
There has been no change in the nature of business activities of Wal-Mart International Holdings, Inc.
Board of directors
The board of directors of Wal-Mart International Holdings, Inc., as on the date of this Updated Draft Red Herring
Prospectus - I is as set forth below:
Sr. No. Name of the director Designation
1. Kathryn McLay Director
2. James Issac Cody Director
3. Jeffrey Santoro Director
Shareholding pattern of Wal-Mart International Holdings, Inc.
The shareholding pattern of the equity shares of Wal-Mart International Holdings, Inc. as on September 30, 2025,
March 31, 2025, March 31, 2024 and March 31, 2023 is as set forth below:
Sr. No. Name of shareholders Number of ordinary Shareholding (%)
shares of par value of
US$ 1.00 per share
1. Walmart Inc. 1,000 100
Total 1,000 100
Promoter of Wal-Mart International Holdings, Inc.
As on the date of this Updated Draft Red Herring Prospectus - I, Walmart Inc. is the promoter of Wal-Mart
International Holdings, Inc. As on the date of this Updated Draft Red Herring Prospectus - I, no natural person holds
15% or more shares, on a fully diluted basis, in Wal-Mart International Holdings, Inc.
294Board of directors of the promoter of Wal-Mart International Holdings, Inc.
The board of directors of Walmart Inc., as on the date of this Updated Draft Red Herring Prospectus - I is set forth
below:
Sr. No. Name of the director Designation
1. Gregory B. Penner Chair
2. Cesar Conde Director
3. Timothy P. Flynn Director
4. Sarah J. Friar Director
5. John R. Furner Director
6. Carla A. Harris Director
7. Thomas W. Horton Director
8. Marissa A. Mayer Director
9. C. Douglas McMillon Director, president and chief executive officer
10. Shishir Mehrotra Director
11. Robert E. Moritz Jr. Director
12. Brian Niccol Director
13. Randall L. Stephenson Lead independent director
14. Steuart L. Walton Director
Details of change in control of Wal-Mart International Holdings, Inc.
There has been no change in the control of Wal-Mart International Holdings, Inc. in the three years immediately
preceding the date of this Updated Draft Red Herring Prospectus - I.
Our Company confirms that the bank account number and Delaware File Number of Wal-Mart International Holdings,
Inc. and the address of the Secretary of State of the State of Delaware will be submitted to the Stock Exchanges at the
time of filing this Updated Draft Red Herring Prospectus - I.
Change in the control of our Company
Except as stated below, there has been no change in the control of our Company during the last five years preceding
the date of this Updated Draft Red Herring Prospectus - I.
From Financial Year 2015-16, PhonePe Private Limited, Singapore (now known as Headstand Pte. Ltd.) (“PhonePe
Singapore”) was the immediate holding company of our Company and where the effective board, and shareholders
agreement resided. With effect from December 23, 2022, the board, and shareholders agreement, were formally moved
from PhonePe Singapore to our Company. This relocation of key governance frameworks was a fundamental shift in
the locus of control. Concurrently with the locus shift in control, PhonePe Singapore’s shareholding in our Company
as of December 23, 2022, was reduced from 100% to a non-controlling minority shareholding of 7.28%, as a result of
the transfer of their shareholding to other entities and individuals in the following manner pursuant to which PhonePe
Singapore ceased to exercise control over our Company with effect from December, 23, 2022. For details regarding
the shareholding of Headstand Pte. Ltd. in our Company as on the date of this Updated Draft Red Herring Prospectus
- I, please see “Capital Structure - Details of equity shareholding of the major Shareholders of our Company” on page
123.
Date of Name of Name of transferee Number of equity Percentage of
transfer transferor shares transferred shareholding
transferred, as on
the date of the
transfer
December 23, PhonePe Binny Bansal 534,636 1.31%
2022 Singapore Microsoft Global Finance Unlimited 367,879 0.90%
Company
Jadoff SPV 5, LLC 10,264 0.03%
INQ Holding LLC 506,875 1.24%
WM Digital Commerce Holdings Pte. Ltd. 36,320,459 89.11%
(earlier known as Fit Holdings SARL)
WCH Q3 2020 1, LLC 51,321 0.13%
295Interest of our Promoters
Our Promoters are interested in our Company to the extent (i) that they are the Promoters of our Company; (ii) of
their shareholding in our Company; and (iii) the dividend payable, if any, and any other distributions in respect of
the Equity Shares held by them in our Company, from time to time. For further details of the interest, see “Capital
Structure” on page 116.
Our Promoters are interested in our Company to the extent of their shareholding in the companies with which they
have had related party transactions. For details of other related party transactions, see “Other Financial Information
– Related Party Transactions” on page 383.
Our Company has not acquired any properties in the three years preceding the date of filing of this Updated Draft
Red Herring Prospectus - I and our Promoters are not interested in any properties proposed to be acquired by our
Company. Our Promoters are not interested in any transaction in acquisition of land, construction of building or
supply of machinery, etc.
Our Promoters are not interested as a member of a firm or a company, and no sum has been paid or agreed to be
paid to our Promoters or to such firm or company in which our Promoters are interested as a member, in cash or
shares or otherwise by any person either to induce any such person to become, or qualify them as a director, or
otherwise for services rendered by such firm or company in connection with the promotion of our Company.
Payment or benefits to our Promoters or to the members of the Promoter Group
Except as stated in “Other Financial Information – Related Party Transactions” on page 383, there has been no
payment of any amount or benefit given to our Promoters or the members of the Promoter Group during the two
years preceding the date of filing of this Updated Draft Red Herring Prospectus - I nor is there any intention to pay
any amount or give any benefit to our Promoters or the members of the Promoter Group as on the date of filing of
this Updated Draft Red Herring Prospectus - I.
Material guarantees given by our Promoters to third parties with respect to Equity Shares
Our Promoters have not given any guarantee to any third party with respect to the Equity Shares as on the date of
this Updated Draft Red Herring Prospectus - I.
Companies and firms with which our Promoters have disassociated in the last three years
Except as stated below, our Promoters have not disassociated themselves from any company or firm in the three
years immediately preceding the date of this Updated Draft Red Herring Prospectus - I:
Sr. No. Name of the company or firm Date of dissociation Reason for dissociation
WM Digital Commerce Holdings Pte. Ltd.
1. Aditya Birla Fashion and Retail Ltd. June 4, 2025 Sale of shares of portfolio company in
2. Arvind Youth Brands Private Limited December 29, 2025 the ordinary course of business
3. Cleartrip MEA FZ LLC July 10, 2024
4. Cleartrip Travel & Holidays LLC July 10, 2024
5. Ebreeze Egypt LLC July 10, 2024
6. Flyin Travel SAE July 10, 2024
7. PhonePe Wealth Private Limited June 8, 2024
8. Red Brick Lane Marketing Solutions Private Limited June 8, 2023
9. Saudi Ebreeze Company for Electronics Services LLC July 10, 2024
10. Zinka Logistics Solutions Private Limited June 3, 2025
11. AdIQuity Technologies Private Limited June 25, 2024 Merger of the entity
12. Quantech Capital Investment Advisors Private Limited October 30, 2024
13. Wealth Technology & Services Private Limited October 30, 2024
14. Jade Eservices Private Limited October 8, 2025
15. Flyin Holdings Limited March 21, 2023 Dissolution of the entity as per
16. Guruji.com Technologies February 18, 2025 strategic decision
17. LIV Artificial Intelligence Private Limited January 1, 2024
18. Mintkart India Private Limited January 1, 2024
19. Novarris Fashion Trading Private Limited January 1, 2024
296Sr. No. Name of the company or firm Date of dissociation Reason for dissociation
20. Headstand Pte. Ltd. (formerly known as PhonePe June 8, 2023 Capital reduction and redemption of
Private Limited (Singapore)) all shares of the portfolio company as
per strategic decision
Wal-Mart International Holdings, Inc.
1. Atacadao S.A. April 25, 2024 Sale of shares of portfolio company in
2. Alpha Lake Limited September 16, 2024 the ordinary course of business
3. Beijing Daguan Information Technology Co., Ltd. September 16, 2024
4. Beijing Darong Express Co., Ltd September 16, 2024
5. Beijing Jingbangda Trade Co., Ltd August 20, 2024
6. Beijing Jingdong Century Information Technology Co August 20, 2024
Ltd
7. Beijing Jingdong Century Trade Co., Ltd. August 20, 2024
8. Beijing Jingdong Shangke Information Technology August 20, 2024
Co., Ltd.
9. Beijing Jinghui Microcredit Co., Ltd. August 20, 2024
10. Beijing Zhichuang Techonology Co., Ltd. September 16, 2024
11. Blue Kingfisher, LLC April 16, 2025
12. Bompreco Bahia Supermercados Ltda April 25, 2024
13. Bompreco Supermercados do Nordeste Ltda. April 25, 2024
14. Chengdu Jingdong Century Trading Co Ltd August 20, 2024
15. Chongqing Jingdong Haijia E-commerce Co., Ltd. August 20, 2024
16. Clube de Multifidelizacao Ltda. April 25, 2024
17. Dada Glory Network Technology Ltd September 16, 2024
18. Dada Group (HK) Ltd. September 16, 2024
19. Dada Information Technology (Taizhou) Co., Ltd. September 16, 2024
20. Dada Nexus Limited September 9, 2024
21. Daji Shared Economy Industrial Park Service September 16, 2024
(Zhejiang) Co., Ltd.
22. Daji Sharing Enterprise Development (Shanghai) Co., September 16, 2024
Ltd.
23. Dali Business Service Technology (Taizhou) Co., Ltd. September 16, 2024
24. George Tedarik Hizmetleri AS March 13, 2024
25. Guangzhou Darong Express Co., Ltd. September 16, 2024
26. Guangzhou Jingdong Trading Co Ltd August 20, 2024
27. Hanghzou Darong Express Co., Ltd. September 16, 2024
28. JD.com International Ltd August 20, 2024
29. JD.com, Inc. August 20, 2024
30. Jiangsu Jingdong Information Technology Co., Ltd. August 20, 2024
31. Jingdong E-Commerce (Express) Hong Kong August 20, 2024
Corporation Limited
32. Jingdong E-Commerce (Logistics) Hong Kong August 20, 2024
Corporation Limited
33. Jingdong E-commerce (Trade) Hong Kong Corporation August 20, 2024
Limited
34. Jingdong Express Group Corporation August 20, 2024
35. Jingdong Logistics Group Corporation August 20, 2024
36. Jingdong Technology Group Corporation August 20, 2024
37. Nanjing Darong Express Co., Ltd. September 16, 2024
38. Petipreco Comercial Ltda. April 25, 2024
39. Seiyu K.K. (formerly known as Seiyu G.K.) July 1, 2025
40. Seiyu Procurement Ltd. July 1, 2025
41. Shanghai Darong Express Co., Ltd. September 16, 2024
42. Shanghai Daxiang Information Technology Co., Ltd. September 16, 2024
43. Shanghai Dayu Labor Dispatching Co., Ltd. September 16, 2024
44. Shanghai Hongshou International Logistics Co., Ltd. September 16, 2024
45. Shanghai JD Daojia Youheng Dianshang Information September 16, 2024
Technology Co., Ltd
46. Shanghai JD Daojia Yuanxin Information Technology September 16, 2024
Co., Ltd.
47. Shanghai Jinghui Microcredit Co., Ltd. August 20, 2024
48. Shanghai Kouxun Logistics Co., Ltd. September 16, 2024
49. Shanghai Qusheng Internet Co., Ltd. September 16, 2024
297Sr. No. Name of the company or firm Date of dissociation Reason for dissociation
50. Shanghai Shengdayuan Information Technolgy Co., August 20, 2024
Ltd
51. Shanghai Xianshi Jisuda e-Commerce Co., Ltd. September 16, 2024
52. Shanghai Yiqing Dada e-Commerce Co., Ltd. September 16, 2024
53. Shanghai Yuanmai Trading Co Ltd August 20, 2024
54. Shangxun Logistics (Hangzhou) Co., Ltd. September 16, 2024
55. Shenyang Jingdong Century Trading Co Ltd August 20, 2024
56. Suqian Yitong Information Technology Co., Ltd. August 20, 2024
57. The Seiyu Service, Ltd. July 1, 2025
58. Tianjin Darong Express Co., Ltd. September 16, 2024
59. Tianjin Star East Co., Ltd. August 20, 2024
60. Transportadora Bompreco Ltda. April 25, 2024
61. Unison Risk Management Alliance (Pty) Ltd. May 31, 2024
62. Veraneio Participacoes Ltda. April 25, 2024
63. Walmart Fleet ULC March 15, 2025
64. WMB Supermercados Do Brasil Ltda. April 25, 2024
65. WMS Supermercados Do Brasil, Ltda. (fka Sonae April 25, 2024
Distribuicao Brasil S.A)
66. Wuhan Jingdong Century Trading Co Ltd August 20, 2024
67. 3251762 Nova Scotia Company January 5, 2024 Dissolution of the entity as per
68. 6 and 7 Developments Limited June 27, 2024 strategic decision
69. ASDA Trustees (Nominee) Limited May 30, 2023
70. Assedox, S. L. July 17, 2023
71. Autopilot Developments Limited June 27, 2024
72. Bergen Finance Company B.V. November 18, 2025
73. Blueleaf Management LLC November 19, 2025
74. Brasilia Especial, LLC August 26, 2025
75. Brazil Holdings S.C.S. August 21, 2025
76. Breslau North Developments Inc. April 30, 2025
77. Broadstreet European, LLC November 21, 2025
78. Broadstreet (Gibraltar) Limited December 5, 2024
79. Broadstreet South Bank Limited Partnership November 20, 2025
80. Browns and Weirs Cash and Carry (Pty) Ltd October 10, 2023
81. Builders Trade Depot (Pty) Ltd February 12, 2023
82. Builders Warehouse (Kenya) Limited May 31, 2023
83. Clidet No 484 (Pty) Ltd May 4, 2023
84. Comercial D&S Peru S.A. December 27, 2024
85. Corinth Investments Limited formerly known as December 12, 2023
Corinth Services Ltd
86. Darryl Investments (Pty) Ltd May 4, 2023
87. Developpements Laval Papineau II Limitee June 27, 2024
88. Escuela de Capacitacion Tecnica Escatec Ltda. September 30, 2023
89. Estilos y Disenos SAC December 26, 2024
90. Fergus Shopping Centers Limited June 28, 2024
91. Food Maestro Limited January 19, 2024
92. Game Discount World (Ghana) Ltd February 24, 2023
93. Game Discount World (Kenya) Ltd February 24, 2023
94. Game Discount World (Nigeria) Ltd February 24, 2023
95. Game Discount World (Tanzania) Ltd February 24, 2023
96. Game Discount World (Uganda) Ltd February 24, 2023
97. George Sourcing Services UK Limited Sri Lanka January 1, 2024
Liason Office
98. Georgetown Shopping Centres Limited June 27, 2024
99. Guangding Investment & Development (Shanghai) Co., February 1, 2023
Ltd
100. HB Unlimited Overs Cricket (Pty) Limited December 31, 2024
101. Henan Wal-Mart Stores Co., Ltd. August 17, 2023
102. Inmobiliaria D&S Peru SAC December 27, 2024
103. Inversiones Internacionales D&S Limitada December 28, 2024
104. Jerzy Investments (Pty) Ltd May 4, 2023
105. Jupiter Limited Management LP January 14, 2023
298Sr. No. Name of the company or firm Date of dissociation Reason for dissociation
106. Kwa Umlazi Trading (Pty) Ltd (aka Rhino Cash and November 30, 2023
Carry Umzinto)
107. Lesmill North Investments Inc. June 27, 2024
108. Lesmill Shopping Centres Limited June 27, 2024
109. Maarsen Shares, LLC May 3, 2023
110. Massfresh Meats (Pty) Ltd December 11, 2023
111. Meuse Holdings LLC July 24, 2025
112. Newheight Corporation Limited October 21, 2023
113. Newheight Holdings, Ltd. August 11, 2025
114. Niagra Holdings, LLC November 20, 2025
115. Oakwood Place Shopping Centre Inc. June 27, 2024
116. Productos Babytuto SPA December 19, 2025
117. Qomolangma Holdings Ltd. August 21, 2025
118. Royal Clover Shopping Centres Limited June 27, 2024
119. Saskashop Centre II Inc. February 1, 2024
120. Sherring North Developments Limited June 27, 2024
121. Simbali Investments (Pty) Ltd May 4, 2023
122. Spruce Finance, Limited November 20, 2023
123. Stratford East Investment Limited June 27, 2024
124. Sudbury South Shopping Centres Limited June 27, 2024
125. Swiss Asia Minor GmbH September 11, 2024
126. Vaudreuil Shopping Centres Limited/Centre D’Achat February 1, 2024
Vaudreuil Ltee
127. Walmart Consolidated Services LP September 25, 2025
128. Walmart (Shaanxi) Retail Co., Ltd June 30, 2023
129. Wal-Mart East China Stores Co., Ltd., Shanghai January 30, 2024
Wujiaochang Branch
130. Wal-Mart Euro Finance Co S.a r.l. December 22, 2023
131. Walmart Investments Cooperatie U.A. November 18, 2025
132. WM SARHCO II, LLC October 22, 2025
133. WMGS Services Sri Lanka January 30, 2024
134. WMSC Spinnaker I S.A.R.L. August 7, 2025
135. WMSC Spinnaker II S.A.R.L July 24, 2025
136. WMT Brasilia S.a.r.l. August 26, 2025
137. WMT Cambridge, LLC August 26, 2025
138. WMT Canada Holding ULC February 5, 2024
139. WMT GeC Holdings S.a.r.l. January 19, 2026
140. WMT Memphis S.a.r.l. August 21, 2025
141. WMT Mercury Sarl August 21, 2023
142. WMT Otis Sarl July 14, 2023
143. WMT Red Lands S.A.R.L. March 20, 2024
144. WMT TC Sarl December 22, 2023
145. WMT Tweed, LLC December 27, 2023
146. WMT Viva Sarl December 22, 2023
147. WMT Warwick LP October 22, 2025
148. WMT Wetherby, LP December 15, 2023
149. WMT Windsor LLC August 26, 2025
150. WMT Yellowstone S.A.R.L. April 5, 2024
151. Inmobiliaria La Fragua, S.A. February 9, 2024 Merger of the entity
152. MMVI China Investment Co., Ltd. January 29, 2024
153. Representaciones Unicorporativas, S.A. February 9, 2024
154. Seiyu Holdings Co., Ltd. (formerly known as Wal-Mart June 1, 2024
Japan Holdings KK)
155. Tiendas Aurrera, S. de R.L. de C.V. November 1, 2023
156. WM Global Financial LLC(1) October 22, 2025
157. WM Latin American Holdings II LLC(2) October 22, 2025
158. WM Latin American Holdings III LLC(3) October 22, 2025
159. WMT Andes Finance, LLC October 22, 2025
(1) Formerly known as WM Global Financial Gmbh, name changed post September 23, 2025
(2) Formerly known as WM Latin American Holdings II S.a.r.l., name changed post September 23, 2025
(3) Formerly known as WM Latin American Holdings III Gmbh, name changed post September 23, 2025
299There is no conflict of interest between any lessor of any immovable properties (which are crucial for operations of
our Company) and our Promoters or members of the Promoter Group.
Further, there is no conflict of interest between any suppliers of raw materials and the third-party service providers
(which are crucial for operations of our Company) and our Promoters.
Except as disclosed below and for any transactions that may have been undertaken in the ordinary course of business
with such entities, there is no conflict of interest between any suppliers of raw materials and the third-party service
providers (which are crucial for operations of our Company) and members of the Promoter Group:
1. Keki Mistry, a director on the board of directors of Flipkart Private Limited (Singapore), also serves as a director
on the board of directors of HDFC Bank Limited.
Promoter Group
Except for WM Digital Commerce Holdings Pte. Ltd. and Wal-Mart International Holdings, Inc., who are the Promoters
of our Company, the names of the members of the Promoter Group (excluding Subsidiaries of our Company), identified
in accordance with the provisions of Regulation 2(1)(pp) of SEBI ICDR Regulations are as follows:
Sr. No. Members of the Promoter Group
1. Abarrotes Económicos Limitada
2. Administradora De Supermercados Express Ltda.
3. Administradora De Supermercados Hiper Ltda
4. ANS Digital Private Limited
5. Arrendadora de Centros Comerciales, S. de R.L. de C.V.
6. Arrendadora Roalsa, S. de R.L. de C.V.
7. Arrendadora Wal-Mart, S. de R.L. de C.V.
8. Asda Holdings UK Limited
9. Asia Retail Finance N.K.
10. Azure Holdings LLC(1)
11. Bentonville KF SLP Holdings LP
12. Bienes Raices Baleares, S. de R.L. de C.V.
13. Bienes Raices Cuajimalpa, S. de R.L. de C.V.
14. Bienes Raices del Real, S. de R.L. de C.V.
15. Bienes Raices El Olmo, S.de R.L. de C.V.
16. Bienes Raices Petrarca, S. de R.L. de C.V.
17. Bienes Raices Ventura, S. de R.L. de C.V.
18. Bipco Holdings, LLC
19. Bocasa Bienes Raices, S. de R.L. de C.V.
20. Bowmanville Investments Inc.
21. Broadleaf Investments LLC
22. Broadstreet Continental Finance S.a.r.l.
23. Broadstreet Great Wilson Europe Limited
24. Broadstreet International Partners LLC(2)
25. Broadstreet Mexico S.a.r.l.
26. Broadstreet Mexico S.a.r.l. - U.S. Branch
27. Broadstreet of Munsbach Pte. Ltd. (3)
28. Broadstreet LLC(4)
29. CAMT-FB Holding Corporation S. de R.L. de C.V.
30. Cartera Digital Walmart, S.A. de C.V., IFPE
31. Childrenite Private Limited
32. ClarusONE Sourcing Services LLP
33. Cleartrip Packages & Tours Private Limited
34. Cleartrip Private Limited
35. Clydesdale Shopping Centres Limited
36. Comercial Walmart Chile, LLC
37. Comercializadora Mexico Americana, S. de R.L. de C.V.
38. Comercio Digital Wal-Mart, S. de R.L. de C.V.
39. Corporacion de Companias Agroindustriales de El Salvador, S.A. de C.V.
40. Corporacion de Companias Agroindustriales, CCA, SRL
300Sr. No. Members of the Promoter Group
41. Corporacion de Supermercados Unidos de Nicaragua S.A.
42. Corporacion De Supermercados Unidos, S.R.L.
43. Crato Properties, Bahmex, S. de R.L. de C.V.
44. Desarrolladora Internacional DCI, S.A.
45. Desarrollo Inmobiliaria Plaza Oriente S. de R.L. de C.V.
46. Edmonton East (Capilano) Shopping Centres Limited
47. Ekono Ltda
48. El Ganso Abarrotero, S. de R.L. de C.V.
49. Exmyn Brands Private Limited
50. F1 Info Solutions & Services Private Limited
51. First Polo Shopping Centres Limited
52. First Westmonton Developments Limited
53. Firstwin Developments Limited
54. FK Myntra Holdings Private Limited
55. Flipkart (Shenzhen) International Trading Co. Limited
56. Flipkart Advanz Private Limited
57. Flipkart Finance Private Limited
58. Flipkart Foundation
59. Flipkart Health Limited
60. Flipkart Health Private Limited
61. Flipkart India Private Limited
62. Flipkart Insurance Solutions Private Limited
63. Flipkart Internet Private Limited
64. Flipkart Investments Private Limited
65. Flipkart Israel Ltd.
66. Flipkart Marketplace Private Limited
67. Flipkart Private Limited (Singapore)
68. Flippay Private Limited
69. Fundacion Wal-Mart de Mexico, A.C.
70. Gadgetwood eServices Private Limited
71. Global Pinnacle Corporation
72. Grupo Wal-Mart, LLC
73. Hamilton Mountain Developments Inc.
74. Hamilton South Shopping Centres Limited
75. Importacion y Servicios GAB, S. de R.L. de C.V.
76. Industrias Carnicas Integredas De Nicaragua, S.A.
77. Inmobiliaria Alagoas, S. de R.L. de C.V.
78. Inmobiliaria Antofogasta, S. de R.L. de C.V.
79. Inmobiliaria Aurrera Universidad, S. de R.L. de C.V.
80. Inmobiliaria Carpir, S. de R.L. de C.V.
81. Inmobiliaria de Tiendas de Descuento S. de R.L de C.V.
82. Inmobiliaria La Union S.A.
83. Inmobiliaria Y Arrendadora Dique, S. de R.L. de C.V.
84. Inmobiliaria Y Arrendadora La Palma, S de R.L de C.V
85. Instakart Services Private Limited
86. International Retail Partners, LP
87. Intersalt S. de RL de C.V.
88. Inversiones Cordillera, LLC
89. Inversiones Pacifico, LLC
90. Jeeves Consumer Services Private Limited
91. Kanata Shopping Centres Limited
92. Klick2Shop Logistics Services International Private Limited
93. Lachenaie Developments Limited/Developpements Lachaenaie Limitee
94. Lider Salud Limitada
95. Logistica Transporte y Servicio LTS Ltda.
96. Main Street 824, LLC
97. Maple Pacific, Inc.
98. Myntra Designs Private Limited
99. Myntra Jabong India Private Limited
301Sr. No. Members of the Promoter Group
100. Myntra, Inc.
101. Negocios Gerenciales, S.A.
102. Newgrange Platinum Services Limited
103. Nueva Wal-Mart de Mexico, S. de R.L. de C.V.
104. Operadora de Tiendas, S.A.
105. Operadora del Oriente, S.A. de C.V.
106. Operadora del Sur, S.A. de C.V.
107. Orillia Centres Limited
108. Pagos Digitales Wal-Mart S.A. de C.V.
109. Pinkvilla Media Private Limited
110. Pollux Holdings Limited
111. Principal Re WM, S.de.R.L.de C.V
112. Promotor Inmobiliario Cardona, S. de R.L. de C.V.
113. QuickRoutes International Private Limited
114. Re3 Technologies Private Limited
115. Royal Cobourg Centres Limited
116. Sarnia Shopping Centres Limited
117. SAW Servicios de Envio y Transportacion S de R.L. De C.V.
118. Scapic Innovations Private Limited
119. Scugog Shopping Centres Limited
120. Sermob Limitada (formerly known as Servicios Mobiliarios S.A.)
121. Servicios Administrativos Wal-Mart, S. de R.L. de C.V.
122. SLP Holdings Ltd.
123. Structurlam Mass Timber Corporation
124. Structurlam Mass Timber U.S. Inc.
125. Tesoreria Centralizada WM, S.A. de C.V., SOFOM, E.N.R.
126. Vancouver B.C. Holdings, Ltd.
127. Wal -Mart Stores (UK) Limited
128. Wal-Mart Advisory Services, Inc.
129. Walmart Asia Realty Company Limited
130. Walmart Asia Realty Property Consulting (Shenzhen) Co., Ltd.
131. Walmart Asia Realty Southern China (No. 2) Company Limited
132. Walmart CAM Corporate Service Center Sociedad Anonima
133. Wal-Mart Canada Corp.
134. Walmart Canada Logistics ULC/Logistique Walmart Canada ULC
135. Wal-Mart Canada Realty Inc.
136. Walmart Chile Alimentos y Servicios Ltda
137. Walmart Chile Mayorista Limitada
138. Walmart Chile S.A.
139. Walmart Chile Servicios Profesionales Limitada
140. Wal-Mart de Mexico, S.A.B. de C.V.
141. Walmart GSS Latin America S. de R.L.
142. Wal-Mart Holdings International GmbH
143. Walmart Inc.
144. Wal-Mart India Private Limited
145. Walmart Innovacion S. de R.L. de C.V.
146. Walmart Lease, S. de R.L. de C.V.
147. Wal-Mart Pharmacy (B.C.) Limited
148. Wal-Mart Pharmacy (N.S.) Limited
149. Wal-Mart Pharmacy (Sask.) Limited
150. Wal-Mart Pharmacy Limited
151. Wal-Mart Puerto Rico, Inc.
152. Walmart Servicios Generales Ltda
153. WM Carcroft, LLC
154. WM Puerto Rico Acquisition II
155. WM SA Investments Limited
156. WM SARHCO IV, LLC
157. WMB Comercio Electronico Ltda.
158. WMC Partnership
302Sr. No. Members of the Promoter Group
159. WMCA Central American Holding S. de R.L. de C.V.
160. WMCAM Industria de Transformacion Y Distribucion Alimenticia S. de R.L. de C.V.
161. WMGS (Thailand) Limited
162. WMGS de Mexico S. de R.L. de C.V.
163. WMGS Europe Limited
164. WMGS Services Chile Limitada
165. WMLAFSSC, S. de R.L. de C.V.
166. WM-SC BCO Inc.
167. WMSS01, LLC
168. WMSS02, LLC
169. WMT Apex Pte. Ltd. (5)
170. WMT Global Management S.a.r.l.
171. WMT Global Management s.a.r.l. - U.S. Branch
172. WMT Kirchberg S.a.r.l.
173. WMT Pinnacle Holdings LLC(6)
174. WMX Holdings, LLC
175. Wolverine Limited Partners LP
176. Woodson Summit, LP
177. XS Brands Consultancy Private Limited
(1) Formerly known as Azure Holdings S.a.r.l., name changed post September 23, 2025.
(2) Formerly known as Broadstreet International Partners S.a.r.l., name changed post September 23, 2025.
(3) Formerly known as Broadstreet of Munsbach, S.a.r.l., name changed post September 23, 2025.
(4) Formerly known as Broadstreet S.a.r.l., name changed post September 23, 2025.
(5) Formerly known as WMT Apex S.a.r.l., name changed post September 23, 2025.
(6) Formerly known as WMT Pinnacle Holdings S.a.r.l., name changed post September 23, 2025.
303DIVIDEND POLICY
The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board to the Shareholders
for their approval, at their discretion, subject to the provisions of the Articles of Association and the applicable laws including
the Companies Act, including the rules made thereunder and other relevant regulations, if any, as amended from time to time.
We may retain all our future earnings, if any, for such purposes as maybe decided by our Company, subject to compliance with
the provisions of the Companies Act. Further our Board shall also have the absolute power to declare interim dividend in
compliance with the Act. The dividend distribution policy of our Company was approved and adopted by our Board on January
29, 2025 (“Dividend Policy”).
In terms of the Dividend Policy, the declaration and payment of dividend will depend on several internal and external factors.
Some of the internal factors on the basis of which our Company may declare dividend shall inter alia include expected cash
requirements of our Company including working capital/capital expenditure, capital planning framework and capital allocation
plans, liquidity and return ratio, quarterly and annual results, minimum cash required for contingencies or unforeseen events
and any other relevant or material factor as may be deemed fit by the Board. Some of the external factors on the basis of which
our Company may declare dividend shall inter alia include any significant changes in macro-economic environment affecting
India or the geographies in which our Company operates, or business of our Company, uncertain or recessionary economic
environment which significantly affect the business conditions, new tax and/or regulatory requirements and/or material changes
in existing taxation or regulatory requirements, which significantly affect the business conditions and technological changes
which require significant investments in Company’s business.
There is no guarantee that any dividends will be declared or paid in the future. For details in relation to risks involved in this
regard, see “Risk Factors – We cannot assure payment of dividends on the Equity Shares in the future.” on page 96.
Our Company has not declared dividends on the Equity Shares during the period from October 1, 2025 until the date of the
Updated Draft Red Herring Prospectus - I and for the preceding three Fiscal Years and six months period ended September 30,
2025.
304SECTION V: FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
(The remainder of this page has been left intentionally blank)
305Independent Auditors' Examination Report on the Restated Consolidated Summary Statements
of Assets and Liabilities as at September 30, 2025, September 30, 2024, March 31, 2025, March
31, 2024 and March 31, 2023, Restated Consolidated Summary Statement of Profit and Loss
(including Other Comprehensive Income/(Loss)), Restated Consolidated Summary Statement of
Cash Flows and Restated Consolidated Summary Statement of Changes in Equity for the six
months period ended September 30, 2025 and September 30, 2024 and each of the years ended
March 31, 2025, March 31, 2024 and March 31, 2023, summary statement of material accounting
policies and other explanatory notes of PhonePe Limited (formerly known as PhonePe Private
Limited) (collectively, the "Restated Consolidated Summary Statements").
To
The Board of Directors
PhonePe Limited (formerly known as PhonePe Private Limited)
Office-2, Floor 5, Wing A, Block A,
Salarpuria Softzone, Bellandur Village, Varthur Hobli,
Outer Ring Road, Bellandur, Bangalore,
Bangalore South, Karnataka, India, 560103
Dear Sirs/ Madam:
1. We, S.R. Batliboi & Associates LLP (“we” or “us” or “SRBA” ) have examined the attached
Restated Consolidated Summary Statements of PhonePe Limited (formerly known as PhonePe
Private Limited) (the “Company”) and its subsidiaries (the Company together with its subsidiaries
hereinafter referred to as “the Group”) and its associate annexed to this report and prepared by the
Company for the purpose of inclusion in the Updated Draft Red Herring Prospectus - I (“UDRHP-
I”) in connection with its proposed initial public offering of equity shares of face value of Re. 1 each
of the Company (the “Offer”)(“IPO”). The Restated Consolidated Summary Statements, which have
been approved by the Board of Directors of the Company at their meeting held on January 14, 2026,
have been prepared in accordance with the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act 2013 (the "Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended ("ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) (as amended) issued
by the Institute of Chartered Accountants of India (“ICAI”), (the “Guidance Note”).
Management's Responsibility for the Restated Consolidated Summary Statements
2. The preparation of the Restated Consolidated Summary Statements, which are to be included in the
UDRHP-I is the responsibility of the Management of the Company. The Restated Consolidated
Summary Statements have been prepared by the Management of the Company on the basis of
preparation, as stated in note 2.1 (a) to the Restated Consolidated Summary Statements. The
Management's responsibility includes designing, implementing and maintaining adequate internal
control relevant to the preparation and presentation of the Restated Consolidated Summary
Statements. The Management is also responsible for identifying and ensuring that the Group
complies with the Act, ICDR Regulations and the Guidance Note.
306Auditors' Responsibilities
3. We have examined such Restated Consolidated Summary Statements taking into consideration:
a) the terms of reference and terms of our engagement agreed with you vide our engagement letter
dated June 20, 2025, requesting us to carry out the assignment, in connection with the proposed
Offer of the Company;
b) the Guidance Note. The Guidance Note also requires that we comply with ethical requirements
of the Code of Ethics Issued by ICAI.
c) concepts of test checks and materiality to obtain reasonable assurance based on the verification
of evidence supporting the Restated Consolidated Summary Statements; and
d) the requirements of Section 26 of the Act and the ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the
proposed Offer.
Restated Consolidated Summary Statements
4. These Restated Consolidated Summary Statements have been compiled by the management of the
Company from:
a) Audited Consolidated Financial Statements of the Group and its associate as at and for each of
the years ended March 31, 2025, March 31, 2024, March 31, 2023 which were prepared in
accordance with the Indian Accounting Standard (referred to as "Ind AS") as prescribed under
Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as
amended and other accounting principles generally accepted in India, along with the presentation
requirements of Division II of Schedule III to the Companies Act, 2013 (Ind AS compliant
Schedule III), as applicable, which have been approved by the Board of Directors at their meeting
held on July 24 , 2025, July 17 , 2024 and July 26, 2023 respectively.
b) Audited Interim Consolidated Financial Statements of the Group and its associate as at and
for each of the six months period ended September 30, 2025 and September 30, 2024, which
were prepared in accordance with the Indian Accounting Standard (referred to as "Ind AS") as
prescribed under Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended and other accounting principles generally accepted in India,
along with the presentation requirements of Division II of Schedule III to the Companies Act,
2013 (Ind AS compliant Schedule IIII), as applicable, which have been approved by the Board
of Directors at their meetings held on January 14, 2026.
c) Financial statements and other financial information in relation to the Company’s subsidiaries
and associate (included in Annexure 1), audited by Other Auditors and included in the
consolidated financial statements of the Group and its associate, as at and for the six months
period ended September 30, 2025 and September 30, 2024 and the years ended March 31, 2025,
March 31, 2024 and March 31, 2023:
5. For the purpose of our examination, we have relied on:
i. Auditors’ Reports issued by us, dated July 24, 2025, July 17, 2024 and July 26, 2023 on the
Consolidated Financial Statements of the Group and its associate, as at and for each the years
ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively as referred in Paragraph
4 (a) above and auditor’s reports issued by us dated January 14, 2026 on the Interim Consolidated
Financial Statements of the Group and its associate, as at and for each of the six months period
ended September 30, 2025 and September 30, 2024 referred to in paragraph (b) above.
307ii. The examination report issued by other auditors of certain subsidiaries and associate (included in
Annexure 1) included in these Restated Consolidated Summary Statements.
6. The Auditor’s Report on the Consolidated Financial Statements as at and for the years ended March
31, 2025, March 31, 2024 and March 31, 2023 issued by us, as referred to in Paragraph 5 (i) above,
which does not require any adjustment in the Restated Consolidated Summary Statements contains
the following:
i. The Report on Other Legal and Regulatory Requirements included in the Auditor’s Report on
the Consolidated Financial Statements of the Group and its associate as at and for year ended
March 31, 2025 included modifications relating to the maintenance of books of account and
other matters connected therewith (included in Annexure VII in the attached Restated
Consolidated Summary Statements).
The Auditors’ Report on the Consolidated Financial Statements of the Group and its associate
included qualifications in the report on the Companies (Auditor’s Report) Order, 2020 issued
by the Central Government of India in terms of sub section (11) of Section 143 of the Act as at
and for the year ended March 31, 2025 (included in Annexure VII in the attached Restated
Consolidated Summary Statements).
ii. The Report on Other Legal and Regulatory Requirements included in the Auditor’s Report on
the Consolidated Financial Statements of the Group and its associate as at and for year ended
March 31, 2024 included modifications relating to the maintenance of books of account and
other matters connected therewith (included in Annexure VII in the attached Restated
Consolidated Summary Statements).
The Auditors’ Report on the Consolidated Financial Statements of the Group and its associate
included qualifications in the report on the Companies (Auditor’s Report) Order, 2020 issued
by the Central Government of India in terms of sub section (11) of Section 143 of the Act as at
and for the year ended March 31, 2024 (included in Annexure VII in the attached Restated
Consolidated Summary Statements).
iii. The Report on Other Legal and Regulatory Requirements included in the Auditor’s Report on
the Consolidated Financial Statements of the Group and its associate as at and for year ended
March 31, 2023 included modifications relating to the maintenance of books of account and
other matters connected therewith (included in Annexure VII in the attached Restated
Consolidated Summary Statements).
7. As indicated in our Auditor’s Report referred to in Paragraph 5 (i) above, we did not audit the
Financial Statements of certain subsidiaries and associate as at and for the years ended March 31,
2025, March 31, 2024 and March 31, 2023 and the Interim Consolidated Financial Statements as at
and for the six months period ended September 30, 2025 and September 30, 2024 whose Financial
Statements reflect total assets, total revenues and net cash inflows / (outflows), Group’s share of net
profit in associate and Group’s share of Other Comprehensive Income/(Loss) in associate in the
Consolidated Financial Statements, for the relevant year are tabulated below, which have been
audited by other auditors and whose reports have been furnished to us by the Company’s
management and our opinion on the historical Consolidated Financial Statements, in so far as it
relates to the amounts and disclosures included in respect of the subsidiaries and associate, was based
solely on the reports of the other auditors:
308(Rs. in millions)
Particulars As at and As at and As at and As at and As at and
for the for the for the for the for the
period period year ended year ended year
ended ended March 31, March 31, ended
September September 2025 2024 March
30, 2025 30, 2024 31, 2023
Number of Subsidiaries 2 2 2 2 2
Total Assets 209.70 260.40 213.10 255.70 193.00
Total Revenue Nil Nil Nil 23.10 6.40
Net cash inflow/ (outflow) (10.50) 3.60 (46.82) (56.20) 39.70
Number of Associate 1 1 1 1 1
Group’s Share of net profit 96.97 135.26 271.55 254.38 204.51
in associate
Group’s Share of Other 1.01 1.03 0.85 (3.23) 0.68
Comprehensive
Income/(Loss) in associate
Our audit opinions on the Consolidated Financial Statements of the group and as at and for the years
ended March 31, 2025, March 31, 2024 and March 31, 2023 and the Interim Consolidated Financial
Statements as at and for the six months periods ended September 30, 2025 and September 30, 2024,
were not qualified for the above matter.
8. The other auditors as mentioned above, have examined the restated summary statements of certain
subsidiaries and associate (listed in Annexure 1) included in these Restated Consolidated Summary
Statements and has confirmed that the restated summary statements of the components:
i. have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the six months period ended
September 30, 2024 and the financial years ended March 31, 2025, 2024 and 2023 to reflect
the same accounting treatment as per the accounting policies and grouping/classifications
followed for the six months period ended September 30, 2025;
ii. does not contain any qualifications requiring adjustments; and
iii. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
9. Based on our examination and according to the information and explanations given to us as at and
for the six months periods ended September 30, 2025 and September 30, 2024 and as at and for the
years ended March 31, 2025, March 31, 2024 and March 31, 2023 and also as per the reliance placed
on the examination reports submitted by other auditors as at and for the six months periods ended
September 30, 2025 and September 30, 2024 and the years ended March 31, 2025, March 31, 2024
and March 31, 2023 in respect of the Company’s subsidiaries, and associate, we report that:
i. the Restated Consolidated Summary Statements of the Group and its associate, have been
prepared after making adjustments for the changes in accounting policies, material errors and
regroupings/ reclassifications retrospectively in the six months period ended September 30,
2024 and the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 to
reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the period ended September 30, 2025 more fully
described in Annexure VII to the Restated Consolidated Summary Statements included in the
Restated Consolidated Summary Statements is in our opinion were appropriate;
309ii. there are no qualifications in the auditors' reports on the Interim Consolidated audited Financial
Statements of the Group and its associate as at and for the six months period ended September
30, 2025 and September 30, 2024 and in the auditor’s report on Consolidated Financial
Statements of the Group and its associate as at and for each of the years ended March 31, 2025,
March 31, 2024 and March 31, 2023 which require any adjustments to the Restated
Consolidated Summary Statements. There are items relating to modifications on other legal and
regulatory reporting and qualification in the Companies (Auditor’s Report) Oder, 2020 issued
by the Central Government of India in terms of sub section (11) of section 143 of the Act, which
do not require any adjustment to the Restated Consolidated Summary Statements, have been
disclosed in Annexure VII to the Restated Consolidated Summary Statements; and
iii. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
10. We have not audited any Financial Statements of the Group and its associate as of any date or for
any period subsequent to September 30, 2025. Accordingly, we express no opinion on the financial
position, results of operations, cash flows and statement of changes in equity of the Group as of any
date or for any period subsequent to September 30, 2025.
11. The Restated Consolidated Summary Statements do not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the Audited Consolidated Financial Statements
mentioned in paragraph 4 above.
12. This report should not in any way be construed as a reissuance or re-dating of any of the previous
audit reports issued by us, nor should this report be construed as a new opinion on any of the financial
statements referred to herein.
13. We have no responsibility to update our report for events and circumstances occurring after the date
of the report.
14. Our report is intended solely for use of the Board of Directors for inclusion in the UDRHP-I to be
filed with Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE
Limited in connection with the proposed Offer. Our report should not be used, referred to, or
distributed for any other purpose. Accordingly, we do not accept or assume any liability or any duty
of care for any other purpose or to any other person to whom this report is shown or into whose
hands it may come.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
_______________________
per Bharath N S
Partner
Membership Number: 210934
UDIN: 26210934MKOHNE3183
Place of Signature: Chennai
Date: January 14, 2026
310Annexure 1
Details of entities examined by other auditors:
S.no. Name of the Entity Relationship Independent Period Examined
Auditor
1 PhonePe Technology Subsidiary M O J & Period ended September 30,
Services Private Associates 2025 and September 30, 2024
Limited
Years ended March 31, 2025,
2024 & 2023
2 PhonePe Finance Subsidiary M O J & Period ended September 30,
Private Limited Associates 2025 and September 30, 2024
Years ended March 31, 2025,
2024 & 2023
3 C.E. Info Systems Associate Brijesh Mathur & Period ended September 30,
Limited Associates 2024
Years ended March 31, 2025,
2024 & 2023
4 C.E. Info Systems Associate M S K A & Period ended September 30,
Limited Associates 2025
311PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure I - Restated Consolidated Summary Statement of Assets and Liabilities
(All amounts in Rs. million, unless otherwise stated)
Annexure VI As at As at As at As at As at
Notes September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Assets
Non-current assets
Property, plant and equipment 3(i) 16,455.77 20,777.30 17,832.46 20,132.47 16,461.85
Capital work-in-progress 3(ii) 80.85 561.62 261.21 834.33 2,692.88
Goodwill 4 10,587.84 10,587.84 10,587.84 10,587.84 10,587.84
Other intangible assets 4 69.39 1,660.31 174.63 2,275.64 1,209.56
Right-of-use assets 5 6,799.93 4,780.64 6,422.58 3,637.38 3,282.42
Investment accounted for using equity method 38 1,301.15 1,554.30 1,693.52 1,456.81 1,245.75
Financial assets
(i) Investments 6 278.69 210.79 210.79 149.60 116.70
(ii) Other financial assets 11 610.30 462.51 575.04 448.60 312.64
Non-current tax assets (net) 1,042.90 550.97 767.76 628.99 481.70
Other non-current assets 12 2,967.21 1,592.15 2,996.28 1,567.03 1,539.21
Total non-current assets 40,194.03 42,738.43 41,522.11 41,718.69 37,930.55
Current assets
Financial assets
(i) Investments 6 77,876.50 39,861.07 34,823.07 24,672.83 51,009.08
(ii) Trade receivables 7 6,348.49 5,485.69 6,262.10 5,436.18 2,051.00
(iii) Cash and cash equivalents 8 11,275.77 1,961.40 5,954.14 8,579.00 6,702.06
(iv) Bank balances other than Cash and cash equivalents 9 32,440.44 20,137.15 22,550.00 22,513.15 -
(v) Loans 10 - - - - 1,480.00
(vi) Other financial assets 11 52,768.42 12,824.91 58,179.68 11,317.04 6,906.62
Other current assets 12 10,885.89 9,224.80 12,761.24 12,827.88 12,323.51
Total current assets 191,595.51 89,495.02 140,530.23 85,346.08 80,472.27
Total assets 231,789.54 132,233.45 182,052.34 127,064.77 118,402.82
Equity and liabilities
Equity
Equity share capital 13 506.60 442.74 442.74 442.74 434.53
Other equity 14 96,242.73 91,416.95 94,648.38 94,109.66 74,748.09
Equity attributable to owners of the Company 96,749.33 91,859.69 95,091.12 94,552.40 75,182.62
Non-current liabilities
Financial liabilities
(i) Lease liabilities 15 5,449.77 3,736.47 5,074.75 2,703.27 2,615.29
(ii) Cash-settled share based payment liabilities 7,187.07 13,320.22 10,404.11 9,512.74 -
Provisions 19 753.58 582.31 621.69 475.40 1,640.68
Deferred tax liabilities (net) 20 113.46 212.90 166.90 239.99 341.05
Other non-current liabilities 18 51.79 - 52.16 - -
Total non-current liabilities 13,555.67 17,851.90 16,319.61 12,931.40 4,597.02
Current liabilities
Financial liabilities
(i) Lease liabilities 15 1,712.43 1,243.13 1,653.46 1,135.66 759.56
(ii) Trade payables 16
a. Total outstanding dues of micro and small enterprises 101.82 88.65 2.95 70.13 33.11
b. Total outstanding dues of creditors other than micro 7,770.83 7,245.04 8,639.49 4,619.49 3,833.83
and small enterprises
(iii)Other financial liabilities 17 44,367.31 6,545.34 51,979.61 6,985.83 28,428.08
Other current liabilities 18 65,979.00 6,149.52 7,015.78 5,667.61 4,820.97
Provisions 19 1,552.77 1,248.55 1,347.07 1,102.25 747.63
Current tax liabilities 0.38 1.63 3.25 - -
Total current liabilities 121,484.54 22,521.86 70,641.61 19,580.97 38,623.18
Total equity and liabilities 231,789.54 132,233.45 182,052.34 127,064.77 118,402.82
Summary of material accounting policies 2
The above statement should be read with Annexure V, Annexure VI and Annexure VII to the Restated Consolidated Summary Statements.
As per our report of even date attached For and on behalf of the Board of Directors of
For S.R. Batliboi & Associates LLP PhonePe Limited (formerly known as 'PhonePe Private Limited')
Chartered Accountants
Firm registration number: 101049W/E300004
per Bharath N S Sameer Nigam Rahul Chari
Partner CEO & Whole-time Director Whole-time Director
Membership no.: 210934 DIN: 02292840 DIN: 03052804
Place: Chennai Place: New Delhi Place: Bengaluru
Date: January 14, 2026 Date: January 14, 2026 Date: January 14, 2026
Adarsh Nahata Ankit G Popat
Chief Financial Officer Company Secretary and Compliance Officer
Membership No.: A20774
Place: Bengaluru Place: Bengaluru
Date: January 14, 2026 Date: January 14, 2026
312PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure II: Restated Consolidated Summary Statement of Profit and Loss
(All amounts in Rs. million, unless otherwise stated)
For the six months For the six months
Annexure VI period ended period ended For the year ended For the year ended For the year ended
Notes September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Income
Revenue from operations 21 39,184.69 32,075.16 71,148.58 50,641.33 29,142.87
Other income 22 2,560.38 2,521.92 5,165.24 6,580.67 1,691.47
Total income (i) 41,745.07 34,597.08 76,313.82 57,222.00 30,834.34
Expenses
Payment processing charges 10,900.01 7,885.44 16,881.78 11,664.38 6,669.66
Employee benefits expense 23 28,691.09 21,496.63 40,967.05 36,039.76 30,965.74
Finance costs 24 240.99 158.58 382.58 323.07 225.88
Depreciation and amortisation expense 25 5,677.41 6,462.04 13,603.11 11,165.66 5,365.88
Other expenses 26 15,183.18 10,797.58 22,106.45 18,350.04 15,835.18
Total expenses (ii) 60,692.68 46,800.27 93,940.97 77,542.91 59,062.34
Restated profit/ (loss) before share of profit of associate, exceptional item and (18,947.61) (12,203.19) (17,627.15) (20,320.91) (28,228.00)
tax
Share of profit of associate, net of taxes (iii) 38 96.97 135.26 271.55 254.38 204.51
Restated profit/ (loss) before exceptional item and tax [(i)-(ii)+(iii)] (18,850.64) (12,067.93) (17,355.60) (20,066.53) (28,023.49)
Exceptional item (iv) 27 4,344.74 - - - -
Restated profit/ (loss) before tax (v) [(i)-(ii)+(iii)+(iv)] (14,505.90) (12,067.93) (17,355.60) (20,066.53) (28,023.49)
Tax expense/ (credit) 20
Current tax 0.78 1.63 3.25 - -
Deferred tax (62.46) (37.51) (84.75) (104.82) (62.80)
Total tax expense/ (credit) (vi) (61.68) (35.88) (81.50) (104.82) (62.80)
Restated profit/ (loss) (vii) [(v)-(vi)] (14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69)
Other Comprehensive Income/ (Loss)
Items that will not be reclassified to Profit or Loss in subsequent periods
- Remeasurement gains/ (losses) on defined benefit plan, net of taxes (34.98) (37.76) (15.21) (43.23) 21.36
- Changes in the fair value of equity investments at FVTOCI, net of taxes 58.18 50.37 50.37 29.14 35.14
- Share of other comprehensive income/ (loss) of associate, net of taxes 1.01 1.03 0.85 (3.23) 0.68
Net other comprehensive income/ (loss) not to be reclassified to profit or loss 24.21 13.64 36.01 (17.32) 57.18
Items that will be reclassified to Profit or Loss in subsequent periods
- Exchange differences on translation of foreign operations 11.40 2.16 36.57 1.00 (23.56)
Total other comprehensive income/ (loss), net of taxes 35.61 15.80 72.58 (16.32) 33.62
Restated total comprehensive income/ (loss), net of taxes (14,408.61) (12,016.25) (17,201.52) (19,978.03) (27,927.07)
Restatedearnings/(loss)perequitysharecomputedonthebasisoflossforthe
period/ year attributable to owners of the Company (Rs. per share) *#
Restated Basic (loss) per equity share of Rs. 1 each 30 (30.61) (26.41) (37.46) (45.17) (68.40)
Restated Diluted (loss) per equity share of Rs. 1 each 30 (30.61) (26.41) (37.46) (45.17) (68.40)
* Not annualised for September 30, 2025 and September 30, 2024.
#Earnings /(loss) per equity share is computed after giving effect to stock split for all periods presented. Refer Note 13 (a) for further details.
Summary of material accounting policies 2
The above statement should be read with Annexure V, Annexure VI and Annexure VII to the Restated Consolidated Summary Statements.
As per our report of even date attached For and on behalf of the Board of Directors of
For S.R. Batliboi & Associates LLP PhonePe Limited (formerly known as 'PhonePe Private Limited')
Chartered Accountants
Firm registration number: 101049W/E300004
per Bharath N S Sameer Nigam Rahul Chari
Partner CEO & Whole-time Director Whole-time Director
Membership no.: 210934 DIN: 02292840 DIN: 03052804
Place: Chennai Place: New Delhi Place: Bengaluru
Date: January 14, 2026 Date: January 14, 2026 Date: January 14, 2026
Adarsh Nahata Ankit G Popat
Chief Financial Officer Company Secretary and Compliance Officer
Membership No.: A20774
Place: Bengaluru Place: Bengaluru
Date: January 14, 2026 Date: January 14, 2026
313PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure III: Restated Consolidated Summary Statement of Changes in Equity
(All amounts in Rs. million, unless otherwise stated)
a. Equity share capital
Issue of equity
As at As at
For the six months period ended September 30, 2025 share capital
April 01, 2025 September 30, 2025
during the period
Equity share capital [refer note 13] 442.74 63.86 506.60
Total 442.74 63.86 506.60
Issue of equity
As at As at
For the six months period ended September 30, 2024 share capital
April 01, 2024 September 30, 2024
during the period
Equity share capital [refer note 13] 442.74 - 442.74
Total 442.74 - 442.74
Issue of equity
As at As at
For the year ended March 31, 2025 share capital
April 01, 2024 March 31, 2025
during the year
Equity share capital [refer note 13] 442.74 - 442.74
Total 442.74 - 442.74
Issue of equity
As at As at
For the year ended March 31, 2024 share capital
April 01, 2023 March 31, 2024
during the year
Equity share capital [refer note 13] 434.53 8.21 442.74
Total 434.53 8.21 442.74
Issue of equity
As at As at
For the year ended March 31, 2023 share capital
April 01, 2022 March 31, 2023
during the year
Equity share capital [refer note 13] 403.86 30.67 434.53
Total 403.86 30.67 434.53
b. Other equity
Attributable to equity holders of the Company
Reserves and Surplus Other comprehensive income
Non-
Remeasurement of Equity instruments controlling Total
For the six months period ended September 30, 2025 Capital reserve Securities premium Share-based payment Other Retained the defined benefit Foreign currency through other interests
reserve reserves earnings translation reserve
plan comprehensive income
Balance as at April 1, 2025 1,333.74 181,908.20 67,079.66 (7,146.05) (148,600.85) (54.98) 14.01 114.65 - 94,648.38
Restated profit/ (loss) for the period - - - - (14,444.22) - - - - (14,444.22)
Remeasurement loss on net defined benefit liability, net of taxes - - - - - (34.98) - - - (34.98)
Exchange differences on translation of foreign operations - - - - - - 11.40 - - 11.40
Equity instruments through other comprehensive income, net of taxes - - - - - - - 58.18 - 58.18
Share of other comprehensive income of associate, net of taxes - - - - - 1.01 - - - 1.01
Restated total comprehensive loss for the period - - - - (14,444.22) (33.97) 11.40 58.18 - (14,408.61)
Compensation related to share-based payments [refer note 31] - - 8,575.95 - - - - - - 8,575.95
Effects of Modification, Cancellation, Repurchase, and Exercise of Equity-Settled
Share-Based Payments [refer note 31]:
Acceleration of expense and incremental fair value recognised - - 7,948.59 - - - - - - 7,948.59
Issue of equity shares on exercise of Employee stock options - 66,074.12 (66,074.12) - - - - - - -
Transaction cost on issue of equity shares - (0.01) - - - - - - - (0.01)
Vested options net settled for employees tax obligation - - (1,301.33) (1,257.03) - - - - - (2,558.36)
Repurchase/cancellations of options - - (570.61) (470.63) - - - - - (1,041.24)
Cash-settled share based payment liabilities transferred to equity on equity-settlement - - 3,078.03 - - - - - - 3,078.03
Balance as at September 30, 2025 1,333.74 247,982.31 18,736.17 (8,873.71) (163,045.07) (88.95) 25.41 172.83 - 96,242.73
(This space has been intentionally left blank)
314PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure III: Restated Consolidated Summary Statement of Changes in Equity
(All amounts in Rs. million, unless otherwise stated)
b. Other equity (continued)
Attributable to equity holders of the Company
Reserves and Surplus Other comprehensive income Non-
Remeasurement of Equity instruments controlling Total
Capital reserve Securities premium Share-based payment Other Retained the defined benefit Foreign currency through other interests
reserve reserves earnings translation reserve
plan comprehensive income
For the six months period ended September 30, 2024
Balance as at April 1, 2024 1,333.74 181,908.20 49,339.42 (7,146.05) (131,326.75) (40.62) (22.56) 64.28 - 94,109.66
Restated profit/ (loss) for the period - - - - (12,032.05) - - - - (12,032.05)
Remeasurement loss on net defined benefit liability, net of taxes - - - - - (37.76) - - - (37.76)
Exchange differences on translation of foreign operations - - - - - - 2.16 - - 2.16
Equity instruments through other comprehensive income, net of taxes - - - - - - - 50.37 - 50.37
Share of other comprehensive income of associate, net of taxes - - - - - 1.03 - - - 1.03
Restated total comprehensive loss for the period - - - - (12,032.05) (36.73) 2.16 50.37 - (12,016.25)
Compensation related to share-based payments [refer note 31] - - 9,323.54 - - - - - - 9,323.54
Balance as at September 30, 2024 1,333.74 181,908.20 58,662.96 (7,146.05) (143,358.80) (77.35) (20.40) 114.65 - 91,416.95
For the year ended March 31, 2025
Balance as at April 1, 2024 1,333.74 181,908.20 49,339.42 (7,146.05) (131,326.75) (40.62) (22.56) 64.28 - 94,109.66
Restated profit/ (loss) for the year - - - - (17,274.10) - - - - (17,274.10)
Remeasurement loss on net defined benefit liability, net of taxes - - - - - (15.21) - - - (15.21)
Exchange differences on translation of foreign operations - - - - - - 36.57 - - 36.57
Equity instruments through other comprehensive income, net of taxes - - - - - - - 50.37 - 50.37
Share of other comprehensive income of associate, net of taxes - - - - - 0.85 - - - 0.85
Restated total comprehensive loss for the year - - - - (17,274.10) (14.36) 36.57 50.37 - (17,201.52)
Compensation related to share-based payments [refer note 31] - - 17,740.24 - - - - - - 17,740.24
Balance as at March 31, 2025 1,333.74 181,908.20 67,079.66 (7,146.05) (148,600.85) (54.98) 14.01 114.65 - 94,648.38
For the year ended March 31, 2024
Balance as at April 1, 2023 1,333.74 165,529.49 21,830.61 (2,598.13) (111,365.04) 5.84 (23.56) 35.14 - 74,748.09
Restated profit/ (loss) for the year - - - - (19,961.71) - - - - (19,961.71)
Remeasurement loss on net defined benefit liability, net of taxes - - - - - (43.23) - - - (43.23)
Exchange differences on translation of foreign operations - - - - - - 1.00 - - 1.00
Equity instruments through other comprehensive income, net of taxes - - - - - - - 29.14 - 29.14
Share of other comprehensive income of associate, net of taxes - - - - - (3.23) - - - (3.23)
Restated total comprehensive loss for the year - - - - (19,961.71) (46.46) 1.00 29.14 - (19,978.03)
Securities premium on issue of equity shares - 16,379.53 - - - - - - - 16,379.53
Transaction cost on issue of equity shares - (0.82) - - - - - - - (0.82)
Settlement/ compensation related to share-based payments [refer note 31] - - 16,398.00 - - - - - - 16,398.00
Modificationofequitysettledshare-basedpaymentstocashsettledshare-basedpayments
- - (7,808.30) (4,590.00) - - - - - (12,398.30)
[refer note 31]
Migration of equity settled share-based payments [refer note 31] - - 18,919.11 - - - - - - 18,919.11
Others - - - 42.08 - - - - - 42.08
Balance as at March 31, 2024 1,333.74 181,908.20 49,339.42 (7,146.05) (131,326.75) (40.62) (22.56) 64.28 - 94,109.66
315PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure III: Restated Consolidated Summary Statement of Changes in Equity
(All amounts in Rs. million, unless otherwise stated)
b. Other equity (continued)
Attributable to equity holders of the Company
Reserves and Surplus Other comprehensive income
Non-
Remeasurement of Equity instruments controlling Total
For the year ended March 31, 2023 Capital reserve Securities premium Share-based payment Other Retained the defined benefit Foreign currency through other interests
reserve reserves earnings translation reserve
plan comprehensive income
Balance as at April 1, 2022 (31.53) 104,343.80 - - (83,400.12) (16.20) - - 145.10 21,041.05
Restated profit/ (loss) for the year - - - - (27,960.69) - - - - (27,960.69)
Remeasurement gains on net defined benefit liability, net of taxes - - - - - 21.36 - - - 21.36
Exchange differences on translation of foreign operations - - - - - - (23.56) - - (23.56)
Equity instruments through other comprehensive income, net of taxes - - - - - - - 35.14 - 35.14
Share of other comprehensive income of an equity accounted investees, net of taxes - - - - - 0.68 - - - 0.68
Restated total comprehensive loss for the year - - - - (27,960.69) 22.04 (23.56) 35.14 - (27,927.07)
Securities premium on issue of equity shares - 61,217.49 - - - - - - - 61,217.49
Transaction cost on issue of equity shares - (31.80) - - - - - - - (31.80)
Capital Redemption Reserve on buy back of shares of wholly owned subsidiaries - - - 4.23 (4.23) - - - - -
Settlement/ compensation related to share-based payments [refer note 31] - - 21,830.61 (2,743.41) - - - - - 19,087.20
Stake purchase in common control entity [refer note 39(iii)] 1,365.27 - - - - - - - - 1,365.27
Acquisition of subsidiary [refer note 39(iii)] - - - - - - - - 275.58 275.58
Acquisition of non-controlling interests [refer note 39(iv) and 39(iii)] - - - 141.05 - - - - (420.68) (279.63)
Balance as at March 31, 2023 1,333.74 165,529.49 21,830.61 (2,598.13) (111,365.04) 5.84 (23.56) 35.14 - 74,748.09
c. Nature and purpose of reserves
Refer note 14 for nature and purpose of reserves.
The above statement should be read with Annexure V, Annexure VI and Annexure VII to the Restated Consolidated Summary Statements.
As per our report of even date attached For and on behalf of the Board of Directors of
For S.R. Batliboi & Associates LLP PhonePe Limited (formerly known as 'PhonePe Private Limited')
Chartered Accountants
Firm registration number: 101049W/E300004
per Bharath N S Sameer Nigam Rahul Chari
Partner CEO & Whole-time Director Whole-time Director
Membership no.: 210934 DIN: 02292840 DIN: 03052804
Place: Chennai Place: New Delhi Place: Bengaluru
Date: January 14, 2026 Date: January 14, 2026 Date: January 14, 2026
Adarsh Nahata Ankit G Popat
Chief Financial Officer Company Secretary and Compliance Officer
Membership No.: A20774
Place: Bengaluru Place: Bengaluru
Date: January 14, 2026 Date: January 14, 2026
316PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure IV: Restated Consolidated Summary Statement of Cash Flows
(All amounts in Rs. million, unless otherwise stated)
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Cash flows from operating activities
Restated profit/ (loss) before tax (14,505.90) (12,067.93) (17,355.60) (20,066.53) (28,023.49)
Adjustments to reconcile restated profit/ (loss) before tax to net cash flows:
Depreciation and amortisation expense 5,677.41 6,462.04 13,603.11 11,165.66 5,365.88
Gain on sale/ fair valuation of investments (942.73) (171.57) (692.10) (661.84) (435.35)
Interest income (1,497.45) (2,138.56) (4,020.72) (4,263.64) (995.15)
Finance costs 240.99 158.58 382.58 314.78 225.88
Foreign exchange difference (net) (unrealised) 13.55 (0.21) (59.66) (1,507.82) 962.42
Impairment of non-financial assets 12.67 17.37 59.88 251.99 70.88
Impairment losses on financial instruments 838.82 286.83 565.94 78.53 80.91
Provision for impairment of property, plant and equipment 34.29 79.02 29.64 140.70 34.89
Liabilities no longer required, written back (30.73) (117.74) (169.48) (29.35) (6.89)
Gain on sale of property, plant and equipment (net) (13.42) (7.14) (11.76) (5.91) (8.63)
Share of profit of associate, net of taxes (96.97) (135.26) (271.55) (254.38) (204.51)
Gain on sale of partial stake in associate (4,344.74) - - - -
Gain/ loss on lease modification/ termination 2.39 (11.61) (12.49) - -
Share-based payment expense 18,128.68 13,152.47 23,578.62 21,486.09 14,253.20
Operating profit/ (loss) before working capital changes 3,516.86 5,506.29 15,626.41 6,648.28 (8,679.96)
Changes in working capital:
Trade payables (783.27) 2,747.55 4,045.50 2,973.18 (349.15)
Other financial liabilities (8,069.18) 921.31 16,515.53 (393.68) 6,838.65
Other liabilities [refer note 18] (587.41) 481.91 1,400.33 846.64 102.13
Provisions 305.68 216.48 375.90 462.39 306.26
Trade receivables (493.45) (336.34) (1,210.54) (3,715.70) 916.97
Other financial assets 4,602.42 (2,936.45) (18,211.34) (2,194.91) (1,725.52)
Other assets 1,878.06 3,453.90 (1,455.78) (885.23) (2,177.25)
Cash-settled share based payment liabilities (1,279.50) (21.45) (4,947.01) (9,937.26) (2,622.41)
Cash generated from/ (used in) operations (909.79) 10,033.20 12,139.00 (6,196.29) (7,390.28)
Income tax (paid)/ received (net of refund) (262.92) 93.32 (119.16) (95.23) (292.22)
Net cash flows generated from/ (used in) operating activities (A) (1,172.71) 10,126.52 12,019.84 (6,291.52) (7,682.50)
Cash flows from investing activities
Purchase of property, plant and equipment, including capital advances, capital work in
progress and other intangible assets (3,048.15) (6,916.00) (8,563.98) (13,327.66) (13,932.45)
Proceeds from sale of property, plant and equipment 13.61 7.20 11.76 5.91 61.83
Purchase of current investments (100,036.37) (51,378.23) (98,997.87) (105,699.78) (77,284.88)
Sale of current investments 51,085.67 43,780.55 88,379.73 141,825.42 51,072.60
Investment in bank deposits (original maturity more than three months) (25,100.44) (38,259.00) (47,565.09) (35,878.15) (4,107.50)
Redemption/ maturity of bank deposits (original maturity more than three months) 22,050.00 33,216.00 48,688.23 4,242.50 6,102.17
Dividend received from associate 26.17 35.69 35.69 30.59 -
Proceeds from sale of partial stake in associate 4,808.94 - - - -
Loan given - - - - (1,480.00)
Acquisition of entity under common control [refer note 39(iii)] - - - - (5,740.56)
Acquisition of subsidiaries (net of cash acquired) [refer note 39(i) and (ii)] - - - - (3,304.04)
Interest received 2,144.85 3,483.62 4,890.54 1,823.43 457.18
Net cash flows (used in) investing activities (B) (48,055.72) (16,030.17) (13,120.99) (6,977.74) (48,155.65)
Cash flows from financing activities
Proceeds from issue of equity share capital 63.86 - - 16,387.74 61,248.16
Transaction cost on issue of shares (0.01) - - (0.82) (31.80)
Payment of principal portion of lease liabilities (771.54) (560.18) (1,183.18) (933.81) (556.85)
Interest on lease liabilities (239.54) (155.93) (379.68) (303.66) (196.57)
Proceeds received to settle withholding tax on employees’ ESOP exercise 55,487.00 - - - -
[refer note 18]
Interest paid (1.11) - - (11.12) (8.95)
Proceeds from short term borrowings 887.37 - - 8,300.45 6,993.39
Repayment of short term borrowings (887.37) - - (8,300.45) (7,253.77)
Acquisition of non-controlling interest [refer note 39(i) and (iii)] - - - - (279.63)
Net cash flows generated from/ (used in) financing activities (C) 54,538.66 (716.11) (1,562.86) 15,138.33 59,913.98
Net increase/ (decrease) in Cash and cash equivalents (A+B+C) 5,310.23 (6,619.76) (2,664.01) 1,869.07 4,075.83
Cash and cash equivalents at the beginning of the period/ year 5,954.14 8,579.00 8,579.00 6,702.06 2,647.47
Exchange difference on translation of foreign currency cash and cash equivalents 11.40 2.16 36.57 5.70 (23.60)
Gain on fair valuation of overnight mutual funds - - 2.58 2.17 2.36
Cash and cash equivalents at the end of the period/ year [refer note 8] 11,275.77 1,961.40 5,954.14 8,579.00 6,702.06
Refer note 5, 15, 33 and 10 for change in liabilities arising from financing activities and for non-cash financing and investing activities.
For summary of material accounting policies, refer note 2.
Note: The above Restated consolidated Statement of Cash Flows has been prepared under the “indirect method” as set out in ‘Indian Accounting Standard (Ind-AS) 7 - Statement of Cash Flows’.
The above statement should be read with Annexure V, Annexure VI and Annexure VII to the Restated Consolidated Summary Statements.
As per our report of even date attached For and on behalf of the Board of Directors of
For S.R. Batliboi & Associates LLP PhonePe Limited (formerly known as 'PhonePe Private Limited')
Chartered Accountants
Firm registration number: 101049W/E300004
per Bharath N S Sameer Nigam Rahul Chari
Partner CEO & Whole-time Director Whole-time Director
Membership no.: 210934 DIN: 02292840 DIN: 03052804
Place : Chennai Place: New Delhi Place: Bengaluru
Date: January 14, 2026 Date: January 14, 2026 Date: January 14, 2026
Adarsh Nahata Ankit G Popat
Chief Financial Officer Company Secretary and Compliance Officer
Membership No.: A20774
Place: Bengaluru Place: Bengaluru
Date: January 14, 2026 Date: January 14, 2026
317PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure V - Summary of material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
1.Corporate information
TheRestatedConsolidatedSummaryStatementscompriseoftheInd-ASFinancialStatementsofPhonePeLimited(formerlyknownas'PhonePePrivateLimited'),domiciledinIndia(hereinafterreferredtoasthe
"Company")(CIN:U67190KA2012PLC176031),itssubsidiaries(collectively,the"Group")andanassociate,forthesixmonthsperiodendedSeptember30,2025,September30,2024andtheyearsendedMarch
31,2025,March31,2024,March31,2023.TheCompanywasincorporatedonDecember18,2012asaPrivateLimitedCompanyundertheCompaniesAct,1956.TheCompanywasconvertedtoaPublic
LimitedCompanywitheffectfromMay1,2025.TheregisteredofficeoftheCompanyislocatedatOffice-2,Floor5,WingA,BlockA,SalarpuriaSoftzone,BellandurVillage,VarthurHobli,OuterRingRoad,
Bellandur, Bangalore, Bangalore South, Karnataka, India, 560103. Wal-Mart International Holdings, Inc. is the Intermediate holding company and Walmart Inc. is the ultimate holding company of the Group.
TheGroupisprimarilyengagedinthebusinessof(a)issuingandoperatingprepaidpaymentinstrumentsinIndiavideReserveBankIndia("RBI")CertificateofAuthorizationNo.237/2025,(b)operatingasBharat
BillPaymentOperatingUnitvideRBICertificateofAuthorisationNo.238/2025,c)authorizationtooperateasaPaymentAggregator(onlineandphysical)underthePaymentsandSettlementsSystemsAct,2007
videCertificateofAuthorisationno.245/2025,d)insuranceintermediaryservicesasadirectinsurancebroker(lifeandgeneral)(underregistrationcodeIRDA/DB822/20issuedbyInsuranceRegulatoryand
DevelopmentAuthorityofIndiaonAugust11,2021)bearingregistrationnumber766,e)undertakingInsuranceE-commerceactivitiesinIndiavideISNPLicensebearingRef.No:ISNP-IRDAI/ISNP/DB/0766,
issuedbyInsuranceRegulatoryandDevelopmentAuthorityofIndia,f)distributionofmutualfundsvideAssociationofMutualFundinIndia(AMFI)registrationno.ARN-187821g)Stockbrokingservicesunder
CertificateofregistrationasStockBroker(registrationno.INZ000302639)datedOctober08,2021underSecuritiesandExchangeBoardofIndia(Stockbrokersandsub–brokers)Regulations,1992,h)Certificate
ofregistrationtoactasadepositoryparticipantdatedJune24,2022,bearingregistrationnumberIN-DP-696-2022issuedbySEBIundertheSecuritiesandExchangeBoardofIndia(DepositoriesandParticipants)
Regulations,2018,asamended,i)Certificateofregistrationtoactasaresearchanalyst,bearingregistrationnumberINH000013387issuedbySEBIj)BSERAEnlistmentNumber:5887issuedbyBSEtoactasa
‘researchanalyst’undertheSecuritiesandExchangeBoardofIndia(ResearchAnalysts)Regulations,2014,asamended,k)hyperlocalmarketplace(SubsequenttoSeptember30,2025,aspartofGroup’sstrategy
refinement,theGrouphastransitionedoutofthePincodeconsumermobileapplication,whichwasahyperlocale-commerceplatform),l)operationanddistributionofIndusappstoreandm)lendingservice
provider. The services are provided to customers through PhonePe and other associated applications.
These Restated Consolidated Summary Statements were approved for issue by the Board of Directors of the Company on January 14, 2026.
The Group’s subsidiaries along with the proportion of ownership interests and the voting rights held by the Company are disclosed below. The country of incorporation is also their principal place of business:
% of holding
Country of
Name of the Company September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
incorporation
Direct subsidiaries (Indian)
PhonePe Technology Services Private Limited India 100% 100% 100% 100% 100%
PhonePe Insurance Broking Services Private Limited India 100% 100% 100% 100% 100%
PhonePe Wealth Broking Private Limited* India 100% 100% 100% 100% 100%
Pincode Shopping Solutions Private Limited India 100% 100% 100% 100% 100%
PhonePe Finance Private Limited India 100% 100% 100% 100% 100%
PhonePe Lending Services Private Limited
India 100% 100% 100% 100% 100%
(formerly known as 'PhonePe Credit Services Private Limited')
Direct subsidiaries (Foreign)
Indus Appstore (Singapore) Pte. Ltd. Singapore 100% 100% 100% 100% 100%
United Arab
PhonePe International Holdings Limited (incorporated on September 26, 2025) 100% NA NA NA NA
Emirates
Indirect subsidiaries
Quantech Capital Investment Advisors Private Limited* India NA 100% NA 100% 100%
Wealth Technology & Services Private Limited* India NA 100% NA 100% 100%
IndusAppstorePrivateLimited(formerlyknownas'OSLabsTechnology(India)
India 100% 100% 100% 100% 100%
Private Limited')
*Hon’bleRegionalDirector(SouthEastRegion,Hyderabad)haspassedanorderwhichbecameeffectiveonOctober30,2024,approvingtheSchemeofMergerbyAbsorptionorAmalgamationundersection233
oftheCompaniesAct,2013,ofamongstWealthTechnology&ServicesPrivateLimitedandQuantechCapitalInvestmentAdvisorsPrivateLimited(togetherreferredasthe"thetransferorcompanies")with
PhonePe Wealth Broking Private Limited ("the transferee") with effect from April 01, 2023.
2.Summary of Material accounting policies
2.1(a) Basis of preparation
TheRestatedConsolidatedSummaryStatementsoftheCompanyanditssubsidiaries,compriseofRestatedConsolidatedSummaryStatementofAssetsandLiabilitiesasatSeptember30,2025,September30,
2024,March31,2025,March31,2024andMarch31,2023,theRestatedConsolidatedSummaryStatementofProfitandLoss(includingOtherComprehensiveIncome/Loss),RestatedConsolidatedSummary
StatementofChangesinEquityandtheRestatedConsolidatedSummaryStatementofCashFlowsfortheperiodendedSeptember30,2025,September30,2024andtheyearendedMarch31,2025,March31,
2024 and March 31, 2023 and the Summary of material accounting policies and explanatory notes (‘Collectively Restated Consolidated Summary Statements’).
TheseRestatedConsolidatedSummaryStatementshavebeenpreparedbythemanagementforthepurposeofinclusionintheUpdatedDraftRedHerringProspectus-I(UDRHP-I)inconnectionwiththeproposed
initial public offering of equity shares of face value of Rs. 1 each of the Company (the “Offer”), in terms of the requirements of:
a. Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act”);
b.TheSecuritiesandExchangeBoardoflndia(IssueofCapitalandDisclosureRequirements)Regulations,2018,issuedbytheSecuritiesandExchangeBoardofIndia('SEBI')asamended,fromtimetotimein
pursuance of the Securities and Exchange Board of India Act, 1992; and
c. The Guidance Note on Report in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI) (the “Guidance Note”).
The restated consolidated summary statements has been compiled from:
a)AuditedinterimconsolidatedIndASfinancialstatementsoftheGroupasatandforthesixmonthsperiodsendedSeptember30,2025andSeptember30,2024,whichwerepreparedinaccordancewiththe
IndianAccountingStandard(referredtoas“IndAS”)34“InterimFinancialReporting”(IndAS34)asprescribedunderSection133oftheActreadwithCompanies(IndianAccountingStandards)Rules2015,as
amendedandotheraccountingprinciplesgenerallyacceptedinIndia,alongwiththepresentationrequirementsofDivisionIIofScheduleIIItotheCompaniesAct,2013(IndAScompliantScheduleIII),as
applicable, which have been approved by the Board of Directors at their meeting held on January 14, 2026.
b)AuditedConsolidatedFinancialStatementsoftheGroupasatandfortheyearsendedMarch31,2025,March31,2024andMarch31,2023preparedinaccordancewithIndianAccountingStandards(Ind-AS)
notifiedundertheCompanies(IndianAccountingStandards)Rules,2015(asamendedfromtimetotime)andotheraccountingprinciplesgenerallyacceptedinIndia,alongwiththepresentationrequirementsof
DivisionIIofScheduleIIItotheCompaniesAct,2013(Ind-AScompliantScheduleIII),asapplicable,whichwasapprovedbytheBoardofDirectorsattheirmeetingsheldonJuly24,2025,July17,2024andJuly
26, 2023 respectively.
TheaccountingpolicieshavebeenconsistentlyappliedbytheGroupinpreparationoftheRestatedConsolidatedSummaryStatementstoalltheperiod/yearspresentedandareconsistentwiththoseadoptedinthe
preparation of financial statements as at and for the six months period ended September 30, 2025.
TheseRestatedConsolidatedSummaryStatementsdonotreflecttheeffectsofeventsthatoccurredsubsequenttotherespectivedatesofboardmeetingontheauditedconsolidatedfinancialstatementsmentioned
above.
ReferPartAofAnnexureVII–StatementofadjustmentstoRestatedConsolidatedSummaryStatementsinrespectofotherrestatementscarriedoutinpreparationoftheseRestatedConsolidatedSummary
Statements of the Group as at the six months period ended September 30, 2025, September 30, 2024 and the year ended March 31, 2025, March 31, 2024 and March 31, 2023.
The Restated Consolidated Summary Statements have been prepared under the historical cost convention on the accrual basis, except for the following assets and liabilities which have been measured at fair value:
- Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)
- Equity settled ESOP at grant date fair value and cash settled ESOP at fair value at each reporting date
318PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure V - Summary of material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
2.Summary of Material accounting policies (continued)
2.1(a) Basis of preparation (continued)
Themanagementhasre-evaluatedroundingoffnormsadoptedbytheGroupforpresentationintheRestatedConsolidatedSummaryStatements.Basisre-evaluation,theGrouphasreviseditspresentation
approach,andhenceforth,allamountsintheseRestatedConsolidatedSummaryStatementspresentedareroundedofftothenearestmillionsuptotwodecimalplaces,exceptwhereotherwisestated.The
managementbelievesthatthischangewillenhancethecomparabilityandreadabilityoftheRestatedConsolidatedSummaryStatements,withoutobscuringanymaterialinformation.Itdoesnotaffecttherecognition
ormeasurementofanyitemsintheRestatedConsolidatedSummaryStatementsand,consequently,hasnoimpactontotalequityorprofit/(loss)forthecurrentorpriorperiods.Similarly,thereisnoimpactonthe
presentation of the Restated Consolidated Summary Statement of Cash Flows.
The Group has prepared these Restated Consolidated Summary Statements on the basis that it will continue to operate as a going concern.
2.1(b) Basis of consolidation
ControlisachievedwhentheGroupisexposed,orhasrights,tovariablereturnsfromitsinvolvementwiththeinvesteeandhastheabilitytoaffectthosereturnsthroughitspowerovertheinvestee.Specifically,the
Group controls an investee if and only if the Group has:
1. Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
2. Exposure, or rights, to variable returns from its involvement with the investee, and
3. The ability to use its power over the investee to affect its returns
TheGroupreassesseswhetherornotitcontrolsaninvesteeiffactsandcircumstancesindicatethattherearechangestooneormoreofthethreeelementslistedabove.Inassessingcontrol,potentialvotingrights
that currently are exercisable are taken into account. The Ind-AS Financial Statements of subsidiaries are consolidated from the date the Group gains control until the date the Group ceases to control the subsidiary.
The Ind-AS Financial Statements of the Group companies are consolidated on a line-by-line basis and all inter-company transactions, balances, income and expenses are eliminated in full on consolidation.
ChangesintheGroup’sinterestsinsubsidiariesthatdonotresultinalossofcontrolareaccountedforasequitytransactions,thatis,astransactionswiththeownersintheircapacityasowners.Thecarryingamount
of the Group’s interests are adjusted to reflect the changes in their relative interests in the subsidiary.
ThefinancialstatementsofallentitiesusedforthepurposeofconsolidationaredrawnuptosamereportingdateasthatoftheCompany,i.e.,periodsendedonSeptember30,2025,September30,2024andthe
yearsendedonMarch31,2025,March31,2024andMarch31,2023.TheseRestatedConsolidatedSummaryStatementsarepreparedusinguniformaccountingpoliciesforliketransactionsandothereventsin
similarcircumstances.IfamemberoftheGroupusesaccountingpoliciesotherthanthoseadoptedintheseRestatedConsolidatedSummaryStatementsforliketransactionsandeventsinsimilarcircumstances,
appropriate adjustments are made to that group member’s Restated Summary Statements in preparing these Restated Consolidated Summary Statements to ensure conformity with the Group’s accounting policies.
2.2 Business Combination
Businesscombinations,exceptthoseundercommoncontrol,areaccountedforusingtheacquisitionmethod.Thecostofanacquisitionismeasuredastheaggregateoftheconsiderationtransferredmeasuredat
acquisitiondatefairvalueandtheamountofanynon-controllinginterestsintheacquiree.Foreachbusinesscombination,theGroupelectswhethertomeasurethenon-controllinginterestsintheacquireeatfair
valueorattheproportionateshareoftheacquiree’sidentifiablenetassets.Acquisition-relatedcostsareexpensedintheperiodsinwhichthecostsareincurredandtheservicesarereceived,withtheexceptionofthe
costs of issuing debt or equity securities that are recognised in accordance with Ind AS 32 and Ind AS 109.
The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs.
Attheacquisitiondate,theidentifiableassetsacquired,andtheliabilitiesassumedarerecognisedattheiracquisitiondatefairvalues.Forthispurpose,theliabilitiesassumedincludecontingentliabilities
representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable.
The following assets and liabilities acquired in a business combination are measured at the basis indicated below:
(i)Deferredtaxassetsorliabilities,andtheliabilitiesorassetsrelatedtoemployeebenefitarrangementsarerecognisedandmeasuredinaccordancewithInd-AS12IncomeTaxandInd-AS19EmployeeBenefits
respectively.
(ii)Liabilitiesorequityinstrumentsrelatedtosharebasedpaymentarrangementsoftheacquireeorshare-basedpaymentsarrangementsoftheGroupenteredintotoreplaceshare-basedpaymentarrangementsof
the acquiree are measured in accordance with Ind-AS 102 Share-based Payments at the acquisition date.
(iii) Assets (or disposal groups) that are classified as held for sale in accordance with Ind-AS 105 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
Ifthebusinesscombinationisachievedinstages,anypreviouslyheldequityinterestisre-measuredatitsacquisitiondatefairvalueandanyresultinggainorlossisrecognisedinprofitorlossorOCI,as
appropriate.
Iftheinitialaccountingforabusinesscombinationisincompletebytheendofthereportingperiodinwhichthebusinesscombinationoccurs,theGroupreportsprovisionalamountsfortheitemsforwhichthe
accountingisincomplete.Thoseprovisionalamountsareadjustedthroughgoodwillduringthemeasurementperiod,oradditionalassetsorliabilitiesarerecognised,toreflectnewinformationobtainedaboutfacts
andcircumstancesthatexistedattheacquisitiondatethat,ifknown,wouldhaveaffectedtheamountsrecognizedatthatdate.Theseadjustmentsarecalledasmeasurementperiodadjustments.Themeasurement
period does not exceed one year from the acquisition date.
Common control transactions
Businesscombinationsinvolvingentitiesorbusinessesundercommoncontrolareaccountedforusingthepoolingofinterestsmethod.Assetsandliabilitiesofthecombiningentitiesarereflectedattheircarrying
amountsandnonewassetorliabilityisrecognised.Identityofreservesofthetransferorcompanyispreservedbyreflectingtheminthesameforminthetransferee'sInd-ASFinancialStatementsinwhichthey
appeared in the financial statements of the transferor company.
ThefinancialinformationinthefinancialstatementsinrespectofpriorperiodsisrestatedfromthebeginningoftheprecedingperiodintheRestatedConsolidatedSummaryStatementsifthebusinesscombination
date is prior to that date. However, if business combination date is after that date, the financial information in the Restated Consolidated Summary Statements is restated from the date of business combination.
Thedifference,ifany,betweentheamountrecordedassharecapitalissuedplusanyadditionalconsiderationintheformofcashorotherassetsandtheamountofsharecapitalofthetransferoristransferredto
capital reserve and is presented separately from other capital reserves with disclosure of its nature and purpose in the notes.
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319PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure V - Summary of material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
2.Summary of Material accounting policies (continued)
2.2 Business Combination (continued)
Goodwill
Goodwillisinitiallymeasuredatcost,beingtheexcessoftheaggregateoftheconsiderationtransferredandtheamountrecognisedfornon-controllinginterests,andanypreviousinterestheld,overthenet
identifiable assets acquired and liabilities assumed.
Afterinitialrecognition,goodwillismeasuredatcostlessanyaccumulatedimpairmentlosses.Forthepurposeofimpairmenttesting,goodwillacquiredinabusinesscombinationisallocatedtoeachoftheGroup’s
cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Acashgeneratingunittowhichgoodwillhasbeenallocatedistestedforimpairmentannually,ormorefrequentlywhenthereisanindicationthattheunitmaybeimpaired.Iftherecoverableamountofthecash
generatingunitislessthanitscarryingamount,theimpairmentlossisallocatedfirsttoreducethecarryingamountofanygoodwillallocatedtotheunitandthentotheotherassetsoftheunitproratabasedonthe
carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
Wheregoodwillhasbeenallocatedtoacash-generatingunitandpartoftheoperationwithinthatunitisdisposedof,thegoodwillassociatedwiththedisposedoperationisincludedinthecarryingamountofthe
operationwhendeterminingthegainorlossondisposal.Goodwilldisposedinthesecircumstancesismeasuredbasedontherelativevaluesofthedisposedoperationandtheportionofthecash-generatingunit
retained.
2.3 Investment in associate
AnassociateisanentityoverwhichtheGrouphassignificantinfluence.Significantinfluenceisthepowertoparticipateinthefinancialandoperatingpolicydecisionsoftheinvesteebutisnotcontrolorjointcontrol
over those policies. The considerations made in determining whether significant influence exists is similar to those necessary to determine control over the subsidiaries.
TheGroup’sinvestmentsinitsassociateisaccountedforusingtheequitymethod.Undertheequitymethod,theinvestmentinanassociateisinitiallyrecognisedatcost.Thecarryingamountoftheinvestmentis
adjustedtorecognisechangesintheGroup’sshareofnetassetsoftheassociatesincetheacquisitiondate.Goodwillrelatingtotheassociateisincludedinthecarryingamountoftheinvestmentandisnottestedfor
impairment individually.
TheRestatedConsolidatedSummaryStatementofProfitandLossreflectstheGroup’sshareoftheresultsofoperationsoftheassociate.AnychangeinOCIofthoseinvesteesispresentedaspartoftheGroup’s
OCI.Inaddition,whentherehasbeenachangerecogniseddirectlyintheequityoftheassociate,theGrouprecognisesitsshareofanychanges,whenapplicable,intheRestatedConsolidatedSummaryStatementof
Changes in Equity. Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate.
The financial statements of the associate are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.
Investmentsinassociatearereviewedforimpairmentwhenevereventsorcircumstancesindicatethatthecarryingamountmaynotberecoverable.Theimpairmentreviewcomparesthenetcarryingvaluewiththe
recoverable amount, where the recoverable amount is the higher of the value in use calculated as the present value of the Group’s share of the associate’s future cash flows and its fair value less costs of disposal.
TheGroupdeterminestheeventorchangeincircumstancethattriggersdeemeddisposal.TheGroupassessesthefairvalueoftheinvestmentatthetimeofdeemeddisposalandaccountsforanygain/lossarising
out of the same post assessment of whether or not the deemed disposal results in a loss of significant influence.
2.4 Current and non-current classification
The Group presents assets and liabilities in the Restated Consolidated Summary Statement of Assets and Liabilities based on current and non-current classification. An asset is classified as current when:
- It is expected to realise the asset, or intends to sell or consume it, in Group's normal operating cycle
- It holds the asset primarily for the purpose of trading
- It expects to realise the asset within twelve months after the reporting period or
- The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
The Group classifies all other assets as non-current.
A liability is current when:
- It is expected to be settled in the normal operating cycle
- It is held primarily for the purpose of trading
- It is due to be settled within twelve months after the reporting period or
- It does not have the right at the end of the reporting period to defer settlement of the liability for at least 12 months after the reporting period
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Group has identified twelve months as its operating cycle.
2.5 Foreign currency
Functional and presentation currency
ThefunctionalcurrencyoftheCompanyanditsIndiansubsidiariesisRs.whereasthefunctionalcurrencyofforeignsubsidiariesisthecurrencyoftheprimaryeconomicenvironmentinwhichtherespectiveentity
operates.
The Restated Consolidated Summary Statements are presented in Rs., which is also the Company’s functional currency.
Transactions and balances
Transactionsinforeigncurrenciesarerecognisedattheratesofexchangeprevailingatthedatesofthetransactions.AteachBalanceSheetdate,monetaryassetsandliabilitiesthataredenominatedinforeign
currenciesaretranslatedtothefunctionalcurrencyattheratesprevailingattheBalanceSheetdate.ExchangedifferencesarerecognisedintheGroupRestatedConsolidatedSummaryStatementofProfitandLoss
in the period in which they arise, apart from exchange differences on monetary items forming part of the net investment in a foreign operation.
Non-monetaryitemsthataremeasuredathistoricalcostinaforeigncurrencyaretranslatedusingthespotexchangeratesasatthedatesoftheinitialtransactions.Non-monetaryitemsmeasuredatfairvalueina
foreign currency are translated using the spot exchange rates at the date when the fair value was determined.
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320PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure V - Summary of material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
2.Summary of Material accounting policies (continued)
2.5 Foreign currency (continued)
Foreign currency translations
TheassetsandliabilitiesoftheGroup’sforeignoperationsaretranslatedintoRs.atexchangeratesprevailingattheBalanceSheetdate.Profitsandlossesaretranslatedataverageexchangeratesfortherelevant
accountingperiods.ExchangedifferencesarisingarerecognisedinOtherComprehensiveIncome(OCI)andareincludedintheGroup’sForeigncurrencytranslationreserve.Suchtranslationdifferencesare
recognised as income or expenses in the period in which the operation is disposed of.
2.6 Property, plant and equipment
(a) Recognition and measurement
Allitemsofproperty,plantandequipmentareinitiallymeasuredatcostandsubsequentlymeasuredatcostlessaccumulateddepreciationandimpairmentloss,ifany.Costsincludeexpendituredirectlyattributable
toacquisitionofassets.Thecostofanitemofproperty,plantandequipmentisrecognisedasanasset,ifandonlyif,itisprobablethatfutureeconomicbenefitsassociatedwiththeitemwillflowtotheGroupand
thecostoftheitemcanbemeasuredreliably.AllrepairandmaintenancecostsarerecognisedinRestatedConsolidatedSummaryStatementofProfitandLossasincurred.Anysubsequentcostincurredis
recognised in the carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied.
Cost of assets not ready for intended use are disclosed under ‘Capital work-in-progress’, net of accumulated impairment loss, if any.
(b) Depreciation
TheGroupdepreciatesproperty,plantandequipmentovertheestimatedusefullifeonastraight-linebasisfromthedatetheassetsarereadyforitsintendeduse.Depreciationisnotrecordedoncapitalwork-in-
progress until installation are complete and the asset is ready for its intended use.
Reviewsaremadeannuallyoftheestimatedremaininglives,residualvalueanddepreciationmethodofindividualassets,takingaccountofcommercialandtechnologicalobsolescenceaswellasnormalwearand
tear and changes in expected useful lives are treated as changes in estimates. The estimated useful lives of assets are as follows:
Category of assets Estimated useful life
Computers 3 years
Electronic Data Capture machines ("EDC") (included under "Computers") 3 years
Computer servers (included under "Computers") 5 years
Smart speakers ("SS") (included under "Computers") 1.5 years
installations) 5 years
Leasehold improvements are depreciated over the estimated useful life or the lease period, whichever is lower.
TheGroup,basedontechnicalevaluationdonebymanagement'sexpert,depreciatescertainitemsofproperty,plantandequipmentoverestimatedusefulliveswhicharedifferentfromtheusefullifeprescribedin
Schedule II to the Act. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.
Anitemofproperty,plantandequipmentisderecognisedupondisposalorwhennofutureeconomicbenefitsareexpectedfromitsuseordisposal.Anygainorlossonde-recognitionoftheassetisincludedinthe
RestatedConsolidatedSummaryStatementofProfitandLossintheyeartheassetisde-recognisedandarepresentedasadjustmentsinthenotetoProperty,plantandequipmentintheseRestatedConsolidated
Summary Statements.
2.7 Intangible assets
Separatelypurchasedintangibleassetsareinitiallymeasuredatcost,beingthepurchasepriceasatthedateofacquisition.Onacquisitionofcontrollinginterestsincompanies,Grouprecognisesanyspecifically
identifiableintangibleassetsseparatelyfromgoodwill.Theseintangibleassetsareinitiallymeasuredatfairvalueasatthedateofacquisition.Thedeterminationofthefairvaluesoftheseparatelyidentified
intangibles, is based, to a considerable extent, on management’s judgement.
Followinginitialrecognition,intangibleassetsarecarriedatcostlessanyaccumulatedamortisationandimpairmentloss,ifany.Internallygeneratedintangibleassets,excludingcapitaliseddevelopmentcosts,are
notcapitalisedandexpenditureisrecognisedintheRestatedConsolidatedSummaryStatementofProfitandLosswhenitisincurred.Subsequentexpenditurearecapitalizedonlywhentheyincreasethefuture
economic benefits embodied in the specific asset to which they relate.
Anintangibleassetisderecognisedupondisposal(i.e.,atthedatetherecipientobtainscontrol)orwhennofutureeconomicbenefitsareexpectedfromitsuseordisposal.Anygainorlossarisingupon
derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Restated Consolidated Summary Statement of Profit and Loss.
Theusefullivesofintangibleassetsareassessedaseitherfiniteorindefinite.Theusefullivesoftheintangibleassetsassessedbythemanagementareasfollowsandtheseareamortizedonastraightlinebasisover
the period of the assets:
Category of assets Estimated useful life
Computer software 1-3 years
Intellectual property rights 3 years
The amortisation period and amortisation method for intangible assets are reviewed annually and changes in expected useful lives are treated as changes in estimates.
2.8 Financial Instruments
Afinancialinstrumentisanycontractthatgivesrisetoafinancialassetofoneentityandafinancialliabilityorequityinstrumentofanotherentity.Financialinstrumentsintheformoffinancialassetsandfinancial
liabilitiesarepresentedseparately.FinancialinstrumentsarerecognizedontheRestatedConsolidatedSummaryStatementofAssetsandLiabilitieswhentheGroupbecomesapartytothecontractualprovisionsof
the instrument.
Initial recognition
Financialinstrumentsareinitiallymeasuredatfairvalue.Tradereceivablesthatdonotcontainasignificantfinancingcomponentaremeasuredattransactionprice.Transactioncostsdirectlyattributabletothe
acquisitionorissueoffinancialinstrumentsarerecognizedindeterminingthecarryingamount,ifitisnotclassifiedasatFairValuethroughprofitandloss.Subsequently,financialinstrumentsaremeasured
according to the category in which they are classified.
Financial assets are classified into following categories:
- Financial assets carried at amortised cost (debt instruments)
- Financial assets at Fair Value Through Other Comprehensive Income (FVTOCI)
- Financial assets at Fair Value Through Profit and Loss (FVTPL)
Financial liabilities are classified, at initial recognition, as financial liabilities at amortized cost. For "Cash-settled share based payment liabilities", refer note 2.16.
Financial assets
Financial assets primarily comprise of trade receivables, cash and bank balances and marketable securities and investments.
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321PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure V - Summary of material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
2.Summary of Material accounting policies (continued)
2.8 Financial Instruments (continued)
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets carried at amortised cost (debt instruments)
A financial asset is subsequently measured at amortised cost if it meets both of the following criteria:
(i) the asset is held within a business model whose objective is to hold the asset to collect contractual cash flows, and
(ii) the contractual terms of the financial assets give rise on a specified date to cash flows that are solely payments of principal and interest on the principal outstanding.
Financialassetsaresubsequentlymeasuredatamortisedcostusingtheeffectiveinterestrate(EIR)method.Amortisedcostiscalculatedbytakingintoaccountanydiscountorpremiumonacquisitionandfeesor
coststhatareanintegralpartoftheEIR.TheEIRamortisationisincludedinotherincomeintheRestatedConsolidatedSummaryStatementofProfitandLoss.Thelossesarisingfromimpairmentarerecognisedin
the Restated Consolidated Summary Statement of Profit and Loss. The Group’s financial assets at amortised cost includes trade receivables and investments in commercial papers included in other financial assets.
Financial assets at Fair Value Through Other Comprehensive Income (FVTOCI) (debt instruments):
A financial asset is subsequently measured at FVTOCI if it meets both of the following criteria:
(i) the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and
(ii) the contractual terms of the financial asset give rise on a specified date to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at Fair Value Through Other Comprehensive Income (FVTOCI) (equity instruments):
Uponinitialrecognition,theGroupcanelecttoclassifyirrevocablyitsequityinvestmentsasequityinstrumentsdesignatedatfairvaluethroughOCIwhentheymeetthedefinitionofequityunderIndAS32
Financial Instruments: Presentation for the issuer and are not held for trading. The classification is determined on an instrument-by-instrument basis.
GainsandlossesonthesefinancialassetsareneverrecycledtoRestatedConsolidatedSummaryStatementofProfitandLoss.DividendsarerecognisedasotherincomeintheRestatedConsolidatedSummary
StatementofProfitandLosswhentherightofpaymenthasbeenestablished,exceptwhentheGroupbenefitsfromsuchproceedsasarecoveryofpartofthecostofthefinancialasset,inwhichcase,suchgainsare
recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
The Group elected to classify irrevocably its non-listed equity investments under this category.
Financial assets at Fair Value Through profit and loss (FVTPL) :
AfinancialassetwhichdoesnotmeettheamortisedcostorFVTOCIcriteriaismeasuredasFVTPL.FinancialassetsatFVTPLaremeasuredatfairvalueattheendofeachreportingperiod,withanygainsorloss
on re-measurement and interest income earned on FVTPL instruments are recognised in the Restated Consolidated Summary Statement of Profit and Loss.
Financial liabilities:
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Financial liabilities measured at amortized cost:
Afterinitialrecognition,financialliabilitiesaresubsequentlymeasuredatamortizedcostusingtheeffectiveinterestmethod,exceptforcontingentconsiderationsrecognizedinabusinesscombinationwhichis
subsequently measured at FVTPL.
De-recognition of financial assets and liabilities
Financial assets
TheGroupderecognizesafinancialassetonlywhenthecontractualrightstothecashflowsfromtheassetexpiresorittransfersthefinancialassetandsubstantiallyalltherisksandrewardsofownershipoftheasset
toanotherentity.IftheGroupneithertransfersnorretainssubstantiallyalltherisksandrewardsofownershipandcontinuestocontrolthetransferredasset,theGroupcontinuestorecognisethetransferredassetto
theextentoftheGroup’scontinuinginvolvement.Inthatcase,theGroupalsorecognisesanassociatedliability.Thetransferredassetandtheassociatedliabilityaremeasuredonabasisthatreflectstherightsand
obligationsthattheGrouphasretained.Continuinginvolvementthattakestheformofaguaranteeoverthetransferredassetismeasuredattheloweroftheoriginalcarryingamountoftheassetandthemaximum
amount of consideration that the group could be required to repay.
Onde-recognitionofafinancialassetmeasuredatamortisedcost,thedifferencebetweentheasset'scarryingamountandthesumoftheconsiderationreceivedandreceivableisrecognisedinRestatedConsolidated
SummaryStatementofProfitandLoss.Inaddition,onde-recognitionofaninvestmentinadebtinstrumentclassifiedasatFVTOCI,thecumulativegainorlosspreviouslyaccumulatedisreclassifiedtoRestated
ConsolidatedSummaryStatementofProfitandLoss.Incontrast,onde-recognitionofaninvestmentinequityinstrumentwhichtheGrouphaselectedoninitialrecognitiontomeasureatFVTOCI,thecumulative
gain or loss previously accumulated in the investments revaluation reserve is not reclassified to Restated Consolidated Summary Statement of Profit and Loss, but is transferred to retained earnings.
Financial liabilities
TheGroupderecognisesfinancialliabilitieswhen,andonlywhen,theGroup'sobligationsaredischarged,cancelledortheyexpire.Thedifferencebetweenthecarryingamountofthefinancialliabilityderecognised
and the consideration paid and payable is recognised in Restated Consolidated Summary Statement of Profit and Loss.
Offsetting of financial instruments
Financialassetsandfinancialliabilitiesareoffsetandthenetamountpresentedinthebalancesheetwhen,andonlywhen,theGroupcurrentlyhasalegallyenforceablerighttosetofftheamountsanditintends
either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
2.9 Trade and other receivables
InaccordancewithInd-AS109para5.1.3,atinitialrecognition,anentitymeasurestradereceivablesattheirtransactionprice(asdefinedinInd-AS115)ifthetradereceivablesdonotcontainasignificantfinancing
component.TheGroupholdsthetradereceivableswiththeobjectivetocollectthecontractualcashflowsandthereforemeasuresthemsubsequentlyatamortisedcostusingtheeffectiveinterestmethod,lessany
impairment.
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322PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure V - Summary of material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
2.Summary of Material accounting policies (continued)
2.10 Impairment
Financial assets
Ind-AS109requirestheGrouptorecordexpectedcreditlossonallofitsdebtinstruments(notheldatfairvaluethroughprofitandloss),loansandreceivables,eitherona12-monthorlifetime.TheGroup
recogniseslossallowancesusingtheexpectedcreditloss(ECL)modelforthedebtinstrumentswhicharenotfairvaluedthroughprofitandloss.Fortradereceivablesandcontractassets,theGroupappliesa
simplifiedapproachincalculatingECLs.Therefore,theGroupdoesnottrackchangesincreditrisk,butinsteadrecognisesalossallowancebasedonlifetimeECLsateachreportingdate.TheGrouphasestablished
a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
Forallotherdebtinstruments,ECLaremeasuredatanamountequalto12-monthECL,unlessthereisasignificantincreaseinthecreditriskfrominitialrecognitioninwhichcasethosearemeasuredatlifetime
ECL.Theexpectedcreditloss(orreversal)necessarytoadjustthelossallowancetoitsrequiredamountasofthereportingdateisrecognizedasanimpairmentgainorlossintheRestatedConsolidatedSummary
Statement of Profit and Loss.
Non - financial assets
The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. Goodwill is tested for impairment annually and at other times when such indicators exist.
Anasset'srecoverableamountisthehigherofanasset'sorcash-generatingunit'sfairvaluelesscoststodisposeanditsvalueinuseandisdeterminedforanindividualasset,unlesstheassetdoesnotgeneratecash
inflowsthatarelargelyindependentofthosefromotherassetsorgroupsofassets.Wherethecarryingamountofanassetorcash-generatingunitexceedsitsrecoverableamount,theassetisconsideredimpaired
andiswrittendowntoitsrecoverableamount.Inassessingvalueinuse,theestimatedfuturecashflowsarediscountedtotheirpresentvalueusingapost-taxdiscountratethatreflectscurrentmarketassessmentsof
thetimevalueofmoneyandtherisksspecifictotheasset.Indeterminingfairvaluelesscoststosell,recentmarkettransactionsaretakenintoaccount,ifavailable.Ifnosuchtransactionscanbeidentified,an
appropriatevaluationmodelisused.Thesecalculationsarecorroboratedbyvaluationmultiplesorotheravailablefairvalueindicators.ImpairmentlossesarerecognisedintheRestatedConsolidatedSummary
Statement of Profit and Loss.
Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable.
2.11 Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions, and highly liquid investments with original maturities of three months or less and subject to an insignificant risk
ofchangesinvalue.Theyarereadilyconvertibleintoknownamountsofcashandareheldatamortisedcost,wheretheymeettheholdtocollect‘solelypaymentsofprincipalandinterest’testcriteriaunderInd-AS
109. Those not meeting these criteria are held at fair value through profit and loss (FVTPL).
2.12 Restricted Cash
RestrictedcashreferstocashthatisnotavailableforgeneralusebytheGroup.Thiscashissetasideforspecificpurposes,suchasfulfillingmerchantliabilitiesandreportedseparatelyunderotherfinancialassets,
andisnotincludedinthetotalcashandcashequivalentsintheRestatedConsolidatedSummaryStatementofCashFlowsandintheRestatedConsolidatedSummaryStatementofAssetsandLiabilities.The
Group’srestrictedcashmainlyrepresents(a)escrowbankbalancesrepresentingprefunding,customerwalletbalancesandamountsheldforsettlementofmerchantliabilitiesand(b)thesecureddepositsheldin
designated bank accounts for which Bank Guarantee/Letter of Credit/Buyer Credit/ Overdraft facility has been issued/utilized.
2.13 Semi-closed wallet
The Group operates semi-closed wallet (SCW), wherein monies received from subscribers are deposited in escrow bank account.
TheamountsreceivedfromsubscribersarerecordedaswalletbalanceanddisclosedunderOtherfinancialassetsandcorrespondingwalletliabilitiesarepresentedunderOtherfinancialliabilitiesintheRestated
Consolidated Summary Statement of Assets and Liabilities.
2.14 Provisions
Provisionsareliabilitiesofuncertaintimingoramount.Aprovisionisrecognisedif,asaresultofapastevent,theGrouphasapresentlegalorconstructiveobligationthatcanbeestimatedreliably,anditis
probable that an outflow of economic benefits will be required to settle the obligation.
Provisionsaremeasuredatmanagement’sbestestimateofthemostlikelyoutcomeoftheexpenditurerequiredtosettletheobligationatthereportingdateandarediscountedtopresentvaluewheretheeffectis
material.
2.15 Employee benefits
Defined benefit plan
InaccordancewithapplicablelawsinIndia,theGroupprovidesforgratuity,adefinedbenefitretirementplan(“theGratuityPlan”)foreveryemployeewhohascompleted5yearsormoreofserviceonseparationat
15dayssalary(lastdrawnsalary)foreachcompletedyearofservice.TheGratuityPlanprovidesforalumpsumpaymenttoeligibleemployeesatretirement,death,incapacitationorterminationofemployment
basedonlastdrawnsalaryandtenureofemploymentwiththeGroup.LiabilitieswithregardtotheGratuityPlanaredeterminedbyactuarialvaluationonthereportingdateusingprojectedunitcreditmethodand
are discounted to present value by reference to market yields at the end of the reporting period on government bonds. The gratuity scheme is not funded.
Currentservicecostsarespreadsystematicallyovertheperiodofrenderedserviceandfinancingcostsarerecognisedinfullintheperiodsinwhichtheyarise.Remeasurementsofthenetdefinedbenefitliability,
including actuarial gains and losses, are recognised immediately in Other comprehensive income.
Defined contribution plan
TheGroupmakescontributionstotheProvidentFundscheme,adefinedcontributionplan.ThesecontributionsaredepositedwithGovernmentadministeredfundandrecognisedasanexpenseintheperiodin
which the related service is performed. There is no further obligation of the Group on this defined contribution plan.
Compensated absences
Employeeentitlementstoannualleavearerecognisedasaliabilitywhentheyaccruetotheemployees.Theestimatedliabilityforleaveisrecognisedforservicesrenderedbyemployeesuptotheendofthereporting
period.
TheGrouptreatsaccumulatedleaveexpectedtobecarriedforwardbeyondtwelvemonths,aslong-termemployeebenefitformeasurementpurposes.Suchlong-termcompensatedabsencesareprovidedforbased
ontheactuarialvaluationusingtheprojectedunitcreditmethodattheyear-end.Actuarialgains/lossareimmediatelytakentotheRestatedConsolidatedSummaryStatementofProfitandLossandarenotdeferred.
The Group presents the entire leave as a current liability in the balance sheet, since it does not have an unconditional right to defer its settlement for 12 months after the reporting date.
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323PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure V - Summary of material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
2.Summary of Material accounting policies (continued)
2.16 Share based payments
Employees of the Group receive remuneration in the form of equity settled and cash settled share-based payments, for services rendered.
Equity-settled transactions:
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. Further details are given in note 31.
ThecostisrecognisedinemployeebenefitexpensewithacorrespondingincreaseinShare-basedpaymentreservesinequity,overtheperiodinwhichtheperformanceand/orserviceconditionsarefulfilled.The
cumulativeexpenserecognisedforequity-settledtransactionsateachreportingdateuntilthevestingdatereflectstheextenttowhichthevestingperiodhasexpiredandtheGroup’sbestestimateofthenumberof
equityinstrumentsthatwillultimatelyvest.TheexpenseorcreditintheRestatedConsolidatedSummaryStatementofProfitandLossforaperiodrepresentsthemovementincumulativeexpenserecognisedasat
the beginning and end of that period and is recognised in employee benefits expense.
Serviceandnon-marketperformanceconditionsarenottakenintoaccountwhendeterminingthegrantdatefairvalueofawards,butthelikelihoodoftheconditionsbeingmetisassessedaspartoftheGroup’sbest
estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value.
Noexpenseisrecognisedforawardsthatdonotultimatelyvestbecausenon-marketperformanceand/orserviceconditionshavenotbeenmet.Whereawardsincludeamarketornon-vestingcondition,the
transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
Whenthetermsofanequity-settledawardaremodified,theminimumexpenserecognisedisthegrantdatefairvalueoftheunmodifiedaward,providedtheoriginalvestingtermsoftheawardaremet.An
additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee.
Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
Cash-settled transactions:
Aliabilityisrecognisedforthefairvalueofcash-settledtransactions.Thefairvalueismeasuredinitiallyandateachreportingdateuptoandincludingthesettlementdate,withchangesinfairvaluerecognisedin
employeebenefitsexpense.Thefairvalueisexpensedovertheperioduntilthevestingdatewithrecognitionofacorrespondingliability.Thefairvalueisdeterminedusinganappropriatevaluationmodel,further
details of which are given in note 31. The approach used to account for vesting conditions when measuring equity-settled transactions also applies to cash-settled transactions.
2.17 Leases
The Group assesses at contract inception whether a contract is, or contains, a lease, that is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group as a lessee
TheGroupappliesasinglerecognitionandmeasurementapproachforallleases,exceptforshort-termleases.TheGrouprecognisesleaseliabilitiestomakeleasepaymentsandright-of-useassetsrepresentingthe
right to use the underlying assets.
i) Right-of-use assets
Therightofuseassetisinitiallymeasuredatcost,comprising:theinitialleaseliability;anyleasepaymentsalreadymadelessanyleaseincentivesreceived;andinitialdirectcosts.Therightofuseassetis
subsequently depreciated on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset.
For impairment, refer note 2.10.
ii) Lease liabilities
Theleaseliabilitiesaremeasuredatthepresentvalueoftheleasepayments,discountedatthelessee’sincrementalborrowingratespecifictotheterm,country,currencyandstartdateofthelease.Leasepayments
include:fixedpayments;variableleasepaymentsdependentonanindexorrate,initiallymeasuredusingtheindexorrateatcommencement;theexercisepriceunderapurchaseoptioniftheGroupisreasonably
certaintoexercise;penaltiesforearlyterminationiftheleasetermreflectstheGroupexercisingabreakoption;andpaymentsinanoptionalrenewalperiodiftheGroupisreasonablycertaintoexerciseanextension
option or not exercise a break option.
Theleaseliabilitiesaresubsequentlymeasuredatamortisedcostusingtheeffectiveinterestratemethod.Itisremeasured,withacorrespondingadjustmenttotherightofuseasset,whenthereisachangeinfuture
lease payments resulting from a rent review, change in an index or rate, or change in the Group’s assessment of whether it is reasonably certain to exercise a purchase, extension or break option.
iii) Short-term leases
TheGrouphaselectednottorecogniseright-of-useassetsandliabilitiesforshort-termleasesthathavealeasetermof12monthsorlessanddonotcontainapurchaseoption.TheGrouprecognisesthelease
payments associated with these leases as an expense on a straight-line basis over the lease term.
2.18 Revenue from operations
The Group recognises revenue from contracts with customers based on a five-step model as set out in Ind AS 115, Revenue from Contracts with Customers.
TheGroup’scontractswithcustomersmayincludemultipleperformanceobligations.Forsucharrangements,theGroupallocatesrevenuetoeachperformanceobligationbasedonitsrelativestandaloneselling
price.
Revenuetowardssatisfactionofaperformanceobligationismeasuredattheamountoftransactionprice,netoftaxes(netofvariableconsiderationthatisconstrained)allocatedtowardsthatperformanceobligation.
Revenue is recognised when (or as) the Group satisfies a performance obligation by transferring a promised service to a customer. An asset is transferred when (or as) the customer obtains control of that asset.
TheGroupincludesestimatesofvariableconsiderationinthetransactionpriceonlytotheextentthatitishighlyprobablethatasignificantreversalintheamountofcumulativerevenuerecognisedwillnotoccur
when the uncertainty associated with the variable consideration is resolved.
TheGroupconsidersitselfasaprincipalinanarrangementwhenitcontrolstheserviceprovided.TheGrouphasconcludedthatitdoesnotcontroltheserviceprovidedbythethirdpartymerchants.Accordingly,
commissionincomeonsuchtransactionisincludedwithinrevenue.Cashreceivedbeforetheservicesaredeliveredisrecognisedasacontractliability/deferredrevenue.Theamountofconsiderationdoesnot
contain a significant financing component.
TheGroupprovidesincentivestoitsusersinvariousformsincludingcashbacks.Cashbacksandotherincentivesgiventouserswhichareconsiderationpayabletoacustomerarerecognisedasareductionof
revenue.However,whentheseincentivesofferedtotheusersarehigherthantheincomeearnedfromtheusers,theexcessonanindividualtransactionbasisisclassifiedunder"Advertisementandsalespromotions
expenses".
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324PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure V - Summary of material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
2.Summary of Material accounting policies (continued)
2.18 Revenue from operations (continued)
The following is a description of principal activities from which the Group generates its revenue:
(a) Payment services
Transaction Processing Fee and Convenience Fee:
TheGroup’sconsumersareleviedTransactionProcessingFee,includingConvenienceFeeforavailingrecharges,billpayments,digitalgoldandsilver,andtravelandtransitticketingservices.TheGroupalso
facilitatesonline&offlinemerchantpaymentsandearnsTransactionProcessingFee.Revenuefromtheseservicesisrecognizedwhenthecontrolofserviceistransferredtothecustomeri.e.whentheserviceshave
been provided by the Group as per the terms of the contract with customers.
The Group also earns Transaction Processing Fee for facilitating person-to-person (P2P) payments which is recognised at a point in time on completion of transaction.
TransactionProcessingFeeisgenerallychargedasfixedamountpertransactionorasapercentageofmonetaryvalueoftransactionprocessed.Contractsortermsandconditionsstipulatethetypesofservicesand
articulate how fees will be calculated. The Group generally contracts with consumers, merchants, financial institutions, or affiliates of those parties.
AmountreceivedbytheGrouppendingsettlementaredisclosedasmerchantliabilitiesundertheotherfinancialliabilities.AcorrespondingassetisrecognisedasrestrictedcashforfundsheldintheGroup’sPA
Escrow Bank Account, while amounts yet to be received are recorded as receivables from payment gateways / banks.
Platform Fee:
GroupchargesPlatformFeetoconsumersforusageoftheapplication.Controlofserviceistransferredatapointintimewhenthetransactionissuccessfullycompletedasperthetermsandconditionsagreedwith
the customer.
Advertisement services:
Revenue from sale of Advertisement services is recognised at point in time, on satisfaction of associated performance obligation i.e. as and when the relevant advertisement is displayed or distributed.
Subscription Fee:
RevenuefromsetupfeeofPaymentDevices(ElectronicDataCaptureandSmartSpeakerdevices)isrecognisedasincomeasandwhenserviceisbeingprovidedtocustomers.RevenuefromSubscriptionFeeon
PaymentDevicesisrecognisedovertime,onsatisfactionofassociatedperformanceobligation.ThepatternofbenefitsreceivedbythecustomerfromPaymentDevicesisgenerallyeven,throughouttheperiodof
contract and therefore revenue from such services is recognised on straight line basis over the period (i.e. over the contractual term).
(b) Lending and insurance distribution services
Insurance Distribution Fee:
TheGroupearnsdistributionfeeinformofcommissionandrewardsfrominsurancecompaniesonplacementofinsurancepolicies.Revenuefromplacementservicesisrecognizedatapointintime,i.e.,thedateof
issueofpolicydocumentsbytheinsuranceCompany. Therevenueisrecognizedonsatisfactionoftheperformanceobligationandismeasuredattheamountoftransactionprice(netofvariableconsideration)
allocated to that performance obligation as specified in the contract with the customer. The Group presents revenue net of applicable taxes in the Restated Consolidated Summary Statement of Profit and Loss.
Lending Sourcing and Service Fee:
Revenue as Lending service provider consists of two components: Sourcing Fee and Service Fee.
SourcingFee-SourcingFeeisrecognisedonsatisfactionofassociatedperformanceobligationi.e.onsourcingofcustomersforlendingpartners,whenamountofloanorcreditistransferredtotheuser'sbank
account based on agreements entered with the respective lending partners.
Service Fee - Service Fee for services such as facilitation, collection, monitoring etc., is recognised in line with the period of service obligation as per agreements entered with respective lending partners.
(c) Other services
Stock Broking and Mutual Fund Distribution
Commission - Performance obligations are satisfied over time and commission on mutual fund distribution is recognised based on daily average assets under management (AUM) of the Schemes.
DepositoryServices-Revenuefromdepositoryservicesintheformofannualmaintenancechargesisrecognizedovertheperiodoftheperformanceobligation.Revenuefromdepositoryservicesintheformof
transaction charges is recognised at a point in time when the performance obligation is satisfied.
BrokerageFee-Incomefrombrokingactivitiesisrecognisedonthetradedateoftransaction(netofGoods&servicetax(GST),securitiestransactiontax,stampdutiesandotherleviesbySEBIandstock
exchanges).
Marketplace platform services
TheGroupgeneratesrevenuefromonlineorderplacementanddeliverytransactionsthroughitsPincodeapplication.TheGrouphasseparatecontractualarrangementwiththeuserandthird-partysellers/seller
applicationsrespectivelywhichspecifytherightsandobligationsofeachparty.Auserinitiatesthetransactionwhichrequiresacceptancefromthethird-partysellers/sellerapplications.Theacceptanceofthe
transaction, combined with the contractual agreement creates enforceable rights and obligations for each party. Revenue is recognised at a point in time on completion of delivery.
Contract assets
Acontractassetisinitiallyrecognisedforrevenueearnedfromplacementofinsurancepoliciesunderanongoingpremiumcollectionmodelbecausethereceiptofconsiderationisconditionalonsuccessfulreceiptof
instalment of premium from end customer. Upon receipt of the instalment from customer, the amount recognised as contract assets is reclassified to trade receivables.
Contract liabilities (Deferred revenue)
Acontractliabilityisrecognisedifapaymentisreceivedorapaymentisdue(whicheverisearlier)fromacustomerbeforetheGrouptransferstherelatedservices.Contractliabilitiesarerecognisedasrevenue
when the Group performs under the contract (i.e., transfers control of the related services to the customer).
(d) Government grants
TheGrouprecognisesgovernmentgrantsonlywhenthereisreasonableassurancethattheconditionsattachedtothemwillbecompliedwith,andthegrantswillbereceived.Governmentgrantsrelatedtorevenue
are recognised on a systematic basis as other operating revenue over the periods necessary to match them with the related costs, if any, which they are intended to compensate.
(e) Other income
Interestincomeisrecognisedusingtheeffectiveinterestmethod.Effectiveinterestistheratethatdiscountstheestimatedfuturecashreceiptsovertheexpectedlifeofthefinancialinstrumentorashorterperiod,
where appropriate, to the net carrying amount of the financial asset. Interest income is included in Other income in the Restated Consolidated Summary Statement of Profit and Loss.
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325PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure V - Summary of material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
2.Summary of Material accounting policies (continued)
2.19 Income Tax
Incometaxcomprisescurrentanddeferredtax.IncometaxexpenseisrecognizedintheRestatedConsolidatedSummaryStatementofProfitandLossexcepttotheextentitrelatestoitemsdirectlyrecognizedin
equity or in OCI.
Current income tax
Currentincometaxforthecurrentperiodismeasuredattheamountexpectedtoberecoveredfromorpaidtothetaxationauthoritiesbasedonthetaxableincomefortheperiod.Thetaxratesandtaxlawsusedto
computethecurrenttaxamountarethosethatareenactedorsubstantivelyenactedbythereportingdateandapplicablefortheperiod.TheGroupoffsetscurrenttaxassetsandcurrenttaxliabilities,whereithasa
legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and liability simultaneously.
CurrentincometaxrelatingtoitemsrecognisedoutsideRestatedConsolidatedSummaryStatementofProfitandLossisrecognisedoutsideRestatedConsolidatedSummaryStatementofProfitandLoss(eitherin
OCIorequity).Managementconsiderswhetheritisprobablethatataxationauthoritywillacceptanuncertaintaxtreatment.TheGroupreflectstheeffectofuncertaintyforeachuncertaintaxpositionbyusing
either most likely method or expected value method, depending on which method predicts better resolution of the treatment.
Deferred tax
DeferredincometaxisrecognizedusingtheBalanceSheetapproach.Deferredincometaxassetsandliabilitiesarerecognizedfordeductibleandtaxabletemporarydifferencesarisingbetweenthetaxbaseofassets
andliabilitiesandtheircarryingamountinRestatedConsolidatedSummaryStatements,exceptwhenthedeferredincometaxarisesfromtheinitialrecognitionofgoodwilloranassetorliabilityinatransactionthat
isnotabusinesscombinationandaffectsneitheraccountingnortaxableprofitsorlossatthetimeofthetransactionanddoesnotgiverisetoequaltaxableanddeductibletemporarydifferences.Deferredincometax
assetsarerecognizedtotheextentitisprobablethattaxableprofitwillbeavailableagainstwhichthedeductibletemporarydifferencesandthecarryforwardofunusedtaxcreditsandunusedtaxlosscanbe
utilized.
Thecarryingamountofdeferredincometaxassetsisreviewedateachreportingdateandreducedtotheextentthatitisnolongerprobablethatsufficienttaxableprofitwillbeavailabletoallowallorpartofthe
deferredincometaxassettobeutilized.Deferredincometaxassetsandliabilitiesaremeasuredatthetaxratesthatareexpectedtoapplyintheperiodwhentheassetisrealizedortheliabilityissettled,basedon
tax rates (and tax laws) that have been enacted or substantively enacted at the reporting period.
Deferred tax relating to items recognised outside Restated Consolidated Summary Statement of Profit and Loss are recognised in correlation to the underlying transaction either in OCI or directly in equity.
TheGroupoffsetsdeferredincometaxassetsandliabilities,whereithasalegallyenforceablerighttooffsetcurrenttaxassetsagainstcurrenttaxliabilities,andtheyrelatetotaxesleviedbythesametaxation
authority, where there is an intention to settle the current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
2.20 Fair value measurement
Certainfinancialinstrumentsaremeasuredatfairvalueasofeachreportingdateafterinitialrecognition.Fairvalueisthepricethatwouldbereceivedtosellanassetorpaidtotransferaliabilityinanorderly
transactionbetweenmarketparticipantsatthemeasurementdate.Thefairvalueofanassetoraliabilityismeasuredusingtheassumptionsthatmarketparticipantswouldusewhenpricingtheassetorliability,
assumingthatmarketparticipantsactintheireconomicbestinterestbyusingquotedmarketrates,discountedcashflowanalysesandotherappropriatevaluationmodels.TheGroupusesvaluationtechniquesthat
areappropriateinthecircumstancesandforwhichsufficientdataisavailabletomeasurefairvalue,maximizingtheuseofrelevantobservableinputsandminimizingtheuseofunobservableinputs.Allassetsand
liabilities for which fair values are being measured or disclosed in the Restated Consolidated Summary Statements are categorized within the fair value hierarchy, described as follows:
(cid:127) Level 1– This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities.
(cid:127)Level2–Thislevelofhierarchyincludesfinancialassetsandliabilities,measuredusinginputsotherthanquotedpricesincludedwithinLevel1thatareobservablefortheassetorliability,eitherdirectly(i.e.,as
prices) or indirectly (i.e., derived from prices); and
(cid:127)Level3–Thislevelofhierarchyincludesfinancialassetsandliabilitiesmeasuredusinginputsthatarenotbasedonobservablemarketdata(unobservableinputs).Fairvaluesaredeterminedinwholeorinpart,
using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
2.21 Contingencies
Contingent Liability
Contingentliabilitiesarepossibleobligationswhoseexistencewillbeconfirmedonlyontheoccurrenceornon-occurrenceofuncertainfutureeventsoutsidetheGroup’scontrol,orpresentobligationsthatarenot
recognised because it is not probable that a settlement will be required or the value of such a payment cannot be reliably estimated. The Group does not recognise contingent liabilities but discloses them.
2.22 Earnings per share
Basicearningspershareiscomputedbydividingtheprofit/(loss)attributabletoordinaryequityholdersofthecompanybyweightedaveragenumberofequitysharesoutstandingduringtheperiod,ifany.Diluted
earningspershareiscomputedbydividingtheprofit/(loss)attributabletoordinaryequityholdersofthecompanybytheweightedaveragenumberofsharesoutstandingduringtheperiodareadjustedfortheeffects
of all dilutive potential equity shares, except where the results would be anti-dilutive. Dilutive potential shares are deemed converted at the beginning of the period, unless issued at later date.
2.23 Significant accounting estimates and judgements
ThepreparationoftheGroup'sRestatedConsolidatedSummaryStatementsinconformitywithInd-ASrequiresmanagementtomakejudgements,estimatesandassumptionsthataffectthereportedamountsof
revenues, expenses, assets and liabilities, the accompanying disclosures, and the disclosure of contingent liabilities at the reporting period. Actual results may differ from those estimates.
Estimatesandunderlyingassumptionsarereviewedonanongoingbasis.Revisionstoaccountingestimatesarerecognizedintheperiodinwhichtheestimatesarerevisediftherevisionaffectsonlythatperiodorin
theperiodoftherevisionandfutureperiodsiftherevisionaffectsbothcurrentandfutureperiods.Inparticular,informationaboutsignificantareasofestimation,uncertaintyandcriticaljudgmentsinapplying
accounting policies that have the most significant effect on the amounts recognized in the Restated Consolidated Summary Statements are included in the following notes:
(a) Share based payments
TheGroupusesthemostappropriatevaluationmodeldependingonthetermsandconditionsofthegrant,includingtheexpectedlifeoftheshareoption,volatilityanddividendyield.Forcash-settledtransactions,
theliabilityneedstoberemeasuredattheendofeachreportingperioduptothedateofsettlement,withanychangesinfairvaluerecognisedintheRestatedConsolidatedSummaryStatementofProfitandLoss.The
assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 31.
(b) Provision for expected credit loss on trade receivables and contract assets
Themeasurementofexpectedcreditlossreflectsaprobability-weightedoutcome,thetimevalueofmoneyandthebestavailableforward-lookinginformation.Thecorrelationbetweenhistoricalobserveddefault
rates,forecasteconomicconditionsandexpectedcreditlossisasignificantestimate.Theamountofexpectedcreditlossissensitivetochangesincircumstancesandforecastedeconomicconditions.TheGroup’s
historical credit loss experience and forecast of economic conditions may not be representative of the actual default in the future.
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326PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure V - Summary of material accounting policies and explanatory notes forming part of Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
2.Summary of Material accounting policies (continued)
2.23 Significant accounting estimates and judgements (continued)
(c) Defined benefit plans and compensated absences
Thecostofthedefinedbenefitplans,compensatedabsencesandthepresentvalueofthedefinedbenefitobligationsarebasedonactuarialvaluationusingtheprojectedunitcreditmethod.Anactuarialvaluation
involvesmakingvariousassumptionsthatmaydifferfromactualdevelopmentsinthefuture.Theseincludethedeterminationofthediscountrate,futuresalaryincreasesandmortalityrates.Duetothecomplexities
involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
(d) Leases
TheGroupevaluatesifanarrangementqualifiestobealeaseaspertherequirementsofIndAS116“Leases”.Identificationofaleaserequiressignificantjudgementinassessingtheleasetermincludinganticipated
renewalsandtheapplicablediscountrate.Theleasepaymentsarediscountedusingtheinterestrateimplicitinthelease,ifthatratecanbereadilydetermined.Ifthatratecannotbereadilydetermined,theGroup
uses incremental borrowing rate.
(e) Useful lives of property, plant and equipment, right-of-use assets and intangible assets
TheGroupreviewstheusefullifeofproperty,plantandequipment,right-of-useassetsandintangibleassetsattheendofeachreportingperiod.Thisreassessmentmayresultinchangeindepreciationand
amortisation expense in future periods.
(f) Goodwill Impairment testing
TheGroupestimatestherecoverablevalueofthecashgeneratingunit(CGU)basedonfuturecashflowsafterconsideringcurrenteconomicconditionsandtrends,estimatedfutureoperatingresultsandgrowth
ratesandanticipatedfutureeconomicconditions.Theestimatedcashflowsaredevelopedusinginternalforecasts.Thecashflowsarediscountedusingasuitablediscountrateinordertocalculatethepresentvalue.
Further details of the Company’s impairment review and key assumptions are set out in note 4a and note 4b.
(g) Business combinations
Thedeterminationofwhetheranacquiredsetofassetsandactivitiesisabusinessoranassetcanbejudgemental,managementusesanumberoffactorstomakethisdetermination,whichareprimarilyfocusedon
whether the acquired set of assets and activities include substantive processes that mean the set is capable of being managed for the purpose of providing a return.
(h) Income taxes
Deferredtaxassetsarerecognisedforunusedtaxlossestotheextentthatitisprobablethattaxableprofitwillbeavailableagainstwhichthelossescanbeutilised.Significantmanagementjudgementisrequiredto
determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits. Further details are disclosed in note 20.
(i) Revenue from operations
ManagementexercisesjudgmenttodeterminethemeasurementandtimingofrevenuerecognitionincludingevaluationofwhethertheGroupisactingasaprincipaloranagentincludingdeterminationof
performance obligations, allocation of transaction price to the identified performance obligation and satisfaction of such performance obligation, refer note 21 for further details.
2.24 New and amended standards
The Ministry of Corporate Affairs notified the Companies (Indian Accounting Standards) Amendment Rules, 2023, effective from April 1, 2025. Key changes include amendments to:
Ind AS 21 - Lack of exchangeability
Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
Ind AS 7 and Ind AS 107 – Supplier Finance Arrangements
Ind AS 12 – International Tax Reform-Pillar Two Model Rules.
The amendment had no impact on the company's Restated Consolidated Summary Statements.
The above statement should be read with Annexure VI and Annexure VII to the Restated Consolidated Summary Statements.
(This space has been intentionally left blank)
327PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
3(i) Property, plant and equipment
Leasehold
Computers Others* Total
improvements
At cost
As at April 1, 2022 9,878.58 84.60 63.46 10,026.64
Additions 14,356.16 - 73.00 14,429.16
Acquisition on business combination [refer note 39] 21.15 - 5.10 26.25
Deletions (92.90) - (0.30) (93.20)
As at March 31, 2023 24,162.99 84.60 141.26 24,388.85
Additions 12,760.17 41.27 31.55 12,832.99
Deletions (132.03) (0.02) (2.35) (134.40)
As at March 31, 2024 36,791.13 125.85 170.46 37,087.44
Additions 5,928.06 - 20.48 5,948.54
Deletions (71.98) - (0.07) (72.05)
As at September 30, 2024 42,647.21 125.85 190.87 42,963.93
As at April 1, 2024 36,791.13 125.85 170.46 37,087.44
Additions 7,783.56 - 48.68 7,832.24
Deletions (1,065.21) - (0.07) (1,065.28)
As at March 31, 2025 43,509.48 125.85 219.07 43,854.40
Additions 3,214.95 - 40.38 3,255.33
Deletions (1,059.88) - (0.11) (1,059.99)
As at September 30, 2025 45,664.55 125.85 259.34 46,049.74
Accumulated depreciation and impairment
As at April 1, 2022 3,621.34 55.92 20.91 3,698.17
Charge for the year 4,234.92 22.43 15.76 4,273.11
Provision for impairment 34.89 - - 34.89
Deletions (80.68) - 1.51 (79.17)
As at March 31, 2023 7,810.47 78.35 38.18 7,927.00
Charge for the year 8,977.84 13.63 28.82 9,020.29
Provision for impairment 140.70 - - 140.70
Deletions (132.03) (0.02) (0.97) (133.02)
As at March 31, 2024 16,796.98 91.96 66.03 16,954.97
Charge for the period 5,201.58 6.06 16.99 5,224.63
Provision for impairment 79.02 - - 79.02
Deletions (71.92) - (0.07) (71.99)
As at September 30, 2024 22,005.66 98.02 82.95 22,186.63
As at April 1, 2024 16,796.98 91.96 66.03 16,954.97
Charge for the year 10,054.62 12.08 35.69 10,102.39
Provision for impairment 29.64 - - 29.64
Deletions (1,064.99) - (0.07) (1,065.06)
As at March 31, 2025 25,816.25 104.04 101.65 26,021.94
Charge for the period 4,570.22 6.06 21.26 4,597.54
Provision for impairment 34.29 - - 34.29
Deletions (1,059.75) - (0.05) (1,059.80)
As at September 30, 2025 29,361.01 110.10 122.86 29,593.97
Net book value
As at March 31, 2023 16,352.52 6.25 103.08 16,461.85
As at March 31, 2024 19,994.15 33.89 104.43 20,132.47
As at September 30, 2024 20,641.55 27.83 107.92 20,777.30
As at March 31, 2025 17,693.23 21.81 117.42 17,832.46
As at September 30, 2025 16,303.54 15.75 136.48 16,455.77
* Others include office equipments, furnitures and fixtures and electrical installations.
3(ii)Capital work-in-progress
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the year 261.21 834.33 834.33 2,692.88 1,635.66
Additions during the period/ year 781.03 2,279.83 3,198.00 4,982.44 10,192.14
Transfer to property, plant and equipment (961.39) (2,552.54) (3,771.12) (6,840.99) (9,134.92)
Balance at the end of the period/ year 80.85 561.62 261.21 834.33 2,692.88
Capital work-in-progress largely comprises of servers not ready for its intended use, upon transfer it is classified within the 'Computers' block of assets.
Capital work-in-progress (CWIP) ageing schedule
As at September 30, 2025
Amount of CWIP for a period of
Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 80.85 - - - 80.85
80.85 - - - 80.85
As at September 30, 2024
Amount of CWIP for a period of
Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 561.62 - - - 561.62
561.62 - - - 561.62
(This space has been intentionally left blank)
328PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
3(ii)Capital work-in-progress (continued)
Capital work-in-progress (CWIP) ageing schedule (continued)
As at March 31, 2025
Amount of CWIP for a period of
Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 261.21 - - - 261.21
261.21 - - - 261.21
As at March 31, 2024
Amount of CWIP for a period of
Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 834.33 - - - 834.33
834.33 - - - 834.33
As at March 31, 2023
Amount of CWIP for a period of
Less than 1 year 1-2 years 2-3 years More than 3 years Total
Projects in progress 2,692.88 - - - 2,692.88
2,692.88 - - - 2,692.88
AsatSeptember30,2025,September30,2024,March31,2025,March31,2024andMarch31,2023,therewerenoprojects/CWIPassetswhichareoverdueforcapitalisation/haveexceeded
estimated cost compared to its original plan.
Refer note 35 for capital commitments.
4. Goodwill and Other intangible assets
Intellectual Total other intangible
Computer software Goodwill Grand total
property rights* assets
At cost
As at April 1, 2022 81.96 287.64 369.60 676.83 1,046.43
Additions 2.50 - 2.50 9,911.01 9,913.51
Acquisition on business combination [refer note 39] - 1,524.60 1,524.60 - 1,524.60
As at March 31, 2023 84.46 1,812.24 1,896.70 10,587.84 12,484.54
Additions - 2,136.00 2,136.00 - 2,136.00
Disposals - - - - -
As at March 31, 2024 84.46 3,948.24 4,032.70 10,587.84 14,620.54
Additions - - - - -
Disposals - - - - -
As at September 30, 2024 84.46 3,948.24 4,032.70 10,587.84 14,620.54
As at April 1, 2024 84.46 3,948.24 4,032.70 10,587.84 14,620.54
Additions - - - - -
Disposals - - - - -
As at March 31, 2025 84.46 3,948.24 4,032.70 10,587.84 14,620.54
Additions 0.03 87.00 87.03 - 87.03
Disposals - - - - -
As at September 30, 2025 84.49 4,035.24 4,119.73 10,587.84 14,707.57
Accumulated amortisation
As at April 1, 2022 58.49 260.64 319.13 - 319.13
Charge for the year 24.01 344.00 368.01 - 368.01
Disposals - - - - -
As at March 31, 2023 82.50 604.64 687.14 - 687.14
Charge for the year 1.65 1,068.27 1,069.92 - 1,069.92
Disposals - - - - -
As at March 31, 2024 84.15 1,672.91 1,757.06 - 1,757.06
Charge for the period 0.21 615.12 615.33 - 615.33
Disposals - - - - -
As at September 30, 2024 84.36 2,288.03 2,372.39 - 2,372.39
As at April 1, 2024 84.15 1,672.91 1,757.06 - 1,757.06
Charge for the year # 0.31 2,100.70 2,101.01 - 2,101.01
Disposals - - - - -
As at March 31, 2025 84.46 3,773.61 3,858.07 - 3,858.07
Charge for the period - 192.27 192.27 - 192.27
Disposals - - - - -
As at September 30, 2025 84.46 3,965.88 4,050.34 - 4,050.34
Net book value
As at March 31, 2023 1.96 1,207.60 1,209.56 10,587.84 11,797.40
As at March 31, 2024 0.31 2,275.33 2,275.64 10,587.84 12,863.48
As at September 30, 2024 0.10 1,660.21 1,660.31 10,587.84 12,248.15
As at March 31, 2025 - 174.63 174.63 10,587.84 10,762.47
As at September 30, 2025 0.03 69.36 69.39 10,587.84 10,657.23
*IncludesassetswhosecarryingvalueamountstoNilasatSeptember30,2025(September30,2024:Rs.1,226.98;March31,2025:Nil;March31,2024:Rs.1,583.96;March31,2023:Nil),
which is co-owned, without any restriction on use or sale.
#DuringtheyearendedMarch31,2024,theGroupacquiredandrecordedanintangibleassetforRs.2,136.00tobeamortisedoverusefullifeofthreeyears.DuringtheyearendedMarch31,
2025,theGrouphasre-evaluatedtheusefullifeofthisassetassixteenmonths.Accordingly,theGrouphasrecordedacceleratedamortisationcharge,amountingtoRs.1,166.96duringtheyear
ended March 31, 2025.
(This space has been intentionally left blank)
329PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
4. Goodwill and Other intangible assets (continued)
Goodwill comprises of two CGUs - Payments and allied services and Indus Appstore, as defined below:
4a. Impairment assessment of Payment and allied services
ThePaymentandalliedservicesrepresentsonesinglecashgeneratingunit(“CGU”)consideringthecommonalityinpaymentandalliedservicesofferedtoitsusersandmerchantsfromPhonePe/
otherassociatedplatformsoftheentitieswithintheGroup.CarryingamountofgoodwillallocatedtothisCGUasatSeptember30,2025amountstoRs.3,740.87(September30,2024:Rs.
3,740.87; March 31, 2025: Rs. 3,740.87; March 31, 2024: Rs. 3,740.87; March 31, 2023: Rs. 3,740.87).
Key assumptions which the Group has used in determination of value in use includes:
Value in use calculation:
TherecoverableamountoftheCGUsasatMarch31,2025,havebeendeterminedbasedonvalueinuseusingcashflowprojectionsforaforecastperiodof22yearsapprovedbytheBoardof
Directors.Thepre-taxdiscountrateisappliedtocashflowprojectionsforimpairmenttestingduringthefinancialyears.Itisconcludedthatthecarryingvalueofgoodwilldoesnotexceedthe
valueinuse.Goodwillistestedforimpairmentasat31stofMarcheveryyearandwhenevercircumstancesindicatethatthecarryingvaluemaybeimpaired.Asaresultoftheimpairmentanalysis,
management did not identify any impairment to be recognised as at March 31, 2025, March 31, 2024 and March 31, 2023.
AsatSeptember30,2025and2024,therewerenoindicatorsforimpairmentoftheCGU.Fromlastimpairmenttestingtillreportingdatethereisnomaterialchangeinassumptionsand
conditions.
Discount rates:
DiscountratesrepresentthecurrentmarketassessmentoftherisksspecifictoeachCGU,takingintoconsiderationthetimevalueofmoneyandindividualrisksoftheunderlyingassetsthathave
not been incorporated in the cash flow estimates. The discount rate calculation of each CGU is derived from its Weighted Average Cost of Capital (WACC).
Growth rate estimates:
Growth rate is based on the Group’s projection of business and growth of the industry in which the respective CGU is operating.
List of key assumptions used in the value in use calculation for the CGU is as given below.
Assumptions For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Long term growth rate 5.00% 5.00% 5.00%
Discount rate 16.40% 18.80% 18.80%
Ananalysisofthecalculation’ssensitivitytoachangeinthekeyparameters(discountrateandlong-termgrowthrate)basedonreasonablyprobableassumptions,didnotidentifyanyprobable
scenarios where the CGU’s recoverable amount would fall below its carrying amount.
4b. Impairment assessment of Indus Appstore
DuringtheyearendedMarch31,2023,theGroupacquired100%stakeinIndusAppstore(Singapore)Pte.Ltd.(formerlyknownas'OSLabsPte.Ltd.')("IndusAppstore").Itisinvolvedinthe
developmentoftheIndusAppstore,anenhancedappstoreecosystemforsmartphoneswithafocusonlocalization,personalizationandeaseofuse.InFebruary2024,theGrouplaunchedthe
IndusAppstorePlatformforappdevelopersandcustomerstoregisteranduploadtheirappsusingtheself-servedeveloperplatform.CarryingamountofgoodwillallocatedtoIndusAppstoreCGU
as at September 30, 2025 amounts to Rs. 6,846.97 (September 30, 2024: Rs. 6,846.97; March 31, 2025: Rs. 6,846.97; March 31, 2024: Rs. 6,846.97; March 31, 2023: Rs. 6,846.97).
Key assumptions which the Group has used in determination of value in use includes:
Value in use calculation:
TherecoverableamountoftheCGUsasatMarch31,2025,havebeendeterminedbasedonvalueinuseusingcashflowprojectionsforaforecastperiodof20yearsapprovedbytheBoardof
Directors.Thepre-taxdiscountrateisappliedtocashflowprojectionsforimpairmenttestingduringthefinancialyears.Itisconcludedthatthecarryingvalueofgoodwilldoesnotexceedthe
valueinuse.Goodwillistestedforimpairmentasat31stofMarcheveryyearandwhenevercircumstancesindicatethatthecarryingvaluemaybeimpaired.Asaresultoftheimpairmentanalysis,
management did not identify any impairment to be recognised as at March 31, 2025, March 31, 2024 and March 31, 2023.
AsatSeptember30,2025and2024,therewerenoindicatorsforimpairmentoftheCGU.Fromlastimpairmenttestingtillreportingdatethereisnomaterialchangeinassumptionsand
conditions.
Discount rates:
DiscountratesrepresentthecurrentmarketassessmentoftherisksspecifictoeachCGU,takingintoconsiderationthetimevalueofmoneyandindividualrisksoftheunderlyingassetsthathave
not been incorporated in the cash flow estimates. The discount rate calculation of each CGU is derived from its Weighted Average Cost of Capital (WACC).
Growth rate estimates:
Growth rate is based on the Company’s projection of business and growth of the industry in which the respective CGU is operating.
List of key assumptions used in the value in use calculation for the CGU is as given below.
Assumptions For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Long term growth rate 5.00% 5.00% 5.00%
Discount rate 21.10% 20.10% 25.00%
Ananalysisofthecalculation’ssensitivitytoachangeinthekeyparameters(discountrateandlong-termgrowthrate)basedonreasonablyprobableassumptions,didnotidentifyanyprobable
scenarios where the CGU’s recoverable amount would fall below its carrying amount.
(This space has been intentionally left blank)
330PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
5. Right-of-use assets
8ROUA 8ROUB
The changes in the carrying value of Right-of-use assets (RoU) are as follows: 8ROUAB 8ROUBB
Buildings Data Centers Total RoU Assets
Gross carrying value at cost
As at April 1, 2022 1,485.48 203.25 1,688.73
Additions 1,509.69 1,222.16 2,731.85
Terminations (32.03) (1.87) (33.90)
As at March 31, 2023 2,963.14 1,423.54 4,386.68
Additions 593.89 836.52 1,430.41
Terminations (59.87) - (59.87)
As at March 31, 2024 3,497.16 2,260.06 5,757.22
Additions 598.65 435.32 1,033.97
Remeasurements [refer note 15] 913.68 - 913.68
Modifications (136.37) - (136.37)
Terminations (104.13) - (104.13)
As at September 30, 2024 4,768.99 2,695.38 7,464.37
As at April 1, 2024 3,497.16 2,260.06 5,757.22
Additions 1,807.07 1,659.40 3,466.47
Remeasurements [refer note 15] 913.68 - 913.68
Modifications (136.37) - (136.37)
Terminations (165.04) - (165.04)
As at March 31, 2025 5,916.50 3,919.46 9,835.96
Additions 120.95 153.77 274.72
Remeasurements [refer note 15] 1,030.31 - 1,030.31
Modifications - 11.56 11.56
Terminations (166.52) - (166.52)
As at September 30, 2025 6,901.24 4,084.79 10,986.03
Accumulated depreciation
As at April 1, 2022 405.29 8.11 413.40
Charge for the year 439.18 285.58 724.76
Terminations (32.03) (1.87) (33.90)
As at March 31, 2023 812.44 291.82 1,104.26
Charge for the year 661.09 414.36 1,075.45
Terminations (59.87) - (59.87)
As at March 31, 2024 1,413.66 706.18 2,119.84
Charge for the period 367.53 254.55 622.08
Terminations (58.19) - (58.19)
As at September 30, 2024 1,723.00 960.73 2,683.73
As at April 1, 2024 1,413.66 706.18 2,119.84
Charge for the year 812.40 587.31 1,399.71
Terminations (106.17) - (106.17)
As at March 31, 2025 2,119.89 1,293.49 3,413.38
Charge for the period 478.68 408.92 887.60
Terminations (114.88) - (114.88)
As at September 30, 2025 2,483.69 1,702.41 4,186.10
Net carrying value
As at March 31, 2023 2,150.70 1,131.72 3,282.42
As at March 31, 2024 2,083.50 1,553.88 3,637.38
As at September 30, 2024 3,045.99 1,734.65 4,780.64
As at March 31, 2025 3,796.61 2,625.97 6,422.58
As at September 30, 2025 4,417.55 2,382.38 6,799.93
(This space has been intentionally left blank)
331PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
6. Investments
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Non current:
At fair value (through OCI)
Investment in equity shares (unquoted)
National Payments Corporation of India 278.69 210.79 210.79 149.60 116.70
fully paid-up equity shares 61,320
(September30,2024:61,320;March31,2025:61,320;March31,2024:61,320;March31,
2023: 61,320)
Total 278.69 210.79 210.79 149.60 116.70
Set out below is the aggregate amount of unquoted investments disclosed above:
Aggregate value of unquoted investments 278.69 210.79 210.79 149.60 116.70
Current: As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
At amortised cost
Investment in non-convertible debentures (quoted) - - - - 150.11
Investment in commercial papers (quoted) 1,995.87 14,249.95 8,107.52 11,099.19 32,357.50
Investment in fixed deposits with NBFC (unquoted) 5,230.00 20,649.00 12,070.00 13,230.00 4,107.50
Sub-total (a) 7,225.87 34,898.95 20,177.52 24,329.19 36,615.11
At fair value (through profit and loss)
Investment in mutual funds (quoted) 70,650.63 4,962.12 14,645.55 343.64 14,393.97
Sub-total (b) 70,650.63 4,962.12 14,645.55 343.64 14,393.97
Total (a)+(b) 77,876.50 39,861.07 34,823.07 24,672.83 51,009.08
Set out below is the aggregate amount of quoted and unquoted investments disclosed above:
Aggregate Book value of quoted investments 72,646.50 19,212.07 22,753.07 11,442.83 46,901.58
Aggregate Market value of quoted investments 72,647.30 19,196.78 22,752.53 11,423.64 46,888.82
Aggregate value of unquoted investments 5,230.00 20,649.00 12,070.00 13,230.00 4,107.50
7. Trade receivables (at amortised cost)
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Unsecured receivables, considered good* 6,746.16 5,780.88 6,439.45 5,602.70 2,150.70
Credit impaired receivables 328.76 445.24 391.28 361.81 217.58
7,074.92 6,226.12 6,830.73 5,964.51 2,368.28
Less: Allowance for unsecured receivables, considered good (397.67) (295.19) (177.35) (166.52) (99.70)
Less: Allowance for credit impaired receivables (328.76) (445.24) (391.28) (361.81) (217.58)
Total 6,348.49 5,485.69 6,262.10 5,436.18 2,051.00
Trade receivables are non-interest bearing and are generally due on a defined credit period.
* includes receivables from related parties [refer note 28].
Movement in the allowance for expected credit losses of trade receivables is as follows:
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Balance as at the beginning of the year 568.63 528.33 528.33 317.28 346.11
Allowances made during the period/ year 374.37 212.10 353.03 216.65 (24.79)
Written off (216.57) - (312.73) (5.60) (4.04)
Balance as at the end of the period/ year 726.43 740.43 568.63 528.33 317.28
Trade receivables ageing schedule:
As at September 30, 2025
Outstanding for following periods from due date of payment
Current but
Less than 6 Total
not due 6 months – 1 year 1-2 years 2-3 years More than 3 years
months
Undisputed Trade receivables, considered good 5,171.87 1,286.37 287.73 0.19 - - 6,746.16
Undisputed Trade receivables, credit impaired - 0.33 169.92 47.03 87.53 23.95 328.76
5,171.87 1,286.70 457.65 47.22 87.53 23.95 7,074.92
As at September 30, 2024
Outstanding for following periods from due date of payment
Current but
Less than 6 Total
not due 6 months – 1 year 1-2 years 2-3 years More than 3 years
months
Undisputed Trade receivables, considered good 2,539.66 3,171.76 27.96 41.45 0.05 - 5,780.88
Undisputed Trade receivables, credit impaired - 4.59 210.22 140.42 66.51 23.50 445.24
2,539.66 3,176.35 238.18 181.87 66.56 23.50 6,226.12
332PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
7. Trade receivables (at amortised cost) (continued)
Trade receivables ageing schedule (continued):
As at March 31, 2025
Outstanding for following periods from due date of payment
Current but
Less than 6 Total
not due 6 months – 1 year 1-2 years 2-3 years More than 3 years
months
Undisputed Trade receivables, considered good 5,622.59 791.90 24.96 - - - 6,439.45
Undisputed Trade receivables, credit impaired - 4.75 145.28 130.70 48.68 61.87 391.28
5,622.59 796.65 170.24 130.70 48.68 61.87 6,830.73
As at March 31, 2024
Outstanding for following periods from due date of payment
Current but
Less than 6 Total
not due 6 months – 1 year 1-2 years 2-3 years More than 3 years
months
Undisputed Trade receivables, considered good 4,894.02 708.68 - - - - 5,602.70
Undisputed Trade receivables, credit impaired - 123.09 131.11 85.36 11.84 10.41 361.81
4,894.02 831.77 131.11 85.36 11.84 10.41 5,964.51
As at March 31, 2023
Outstanding for following periods from due date of payment
Current but
Less than 6 Total
not due 6 months – 1 year 1-2 years 2-3 years More than 3 years
months
Undisputed Trade receivables, considered good 1,309.12 841.36 0.22 - - - 2,150.70
Undisputed Trade receivables, credit impaired 18.49 63.65 50.20 71.03 9.63 4.58 217.58
1,327.61 905.01 50.42 71.03 9.63 4.58 2,368.28
8. Cash and cash equivalents As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Balances with banks:
- In current accounts 11,053.57 1,670.50 4,413.04 7,028.18 1,049.95
- Deposits with original maturity of less than three months 222.20 290.90 1,476.60 1,550.82 5,334.00
Overnight mutual funds - - 64.50 - 318.11
Total 11,275.77 1,961.40 5,954.14 8,579.00 6,702.06
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Cash and cash equivalents as per Ind-AS 7 (Statement of Cash flows) 11,275.77 1,961.40 5,954.14 8,579.00 6,702.06
9. Bank balances other than cash and cash equivalents
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Short term deposits * 32,440.44 20,137.15 22,550.00 22,513.15 -
32,440.44 20,137.15 22,550.00 22,513.15 -
* Represents deposits having original maturity of more than three months and remaining maturity less than twelve months.
10. Loans (at amortised cost)
Current
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Secured, considered good
Intercorporate loans - others - - - - 1,556.19
Allowance for impairment - - - - (76.19)
Total - - - - 1,480.00
Disclosure required under Section 186(4) of the Companies Act, 2013
Particulars of intercorporate loan is disclosed below as required by Section 186(4) of the Companies Act, 2013:
Secured/ As at As at As at As at As at
Name of the loanee Rate of Interest Due date
unsecured September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Camden Town Technologies Private 16.4% p.a. On demand Secured - - - - 1,556.19
Limited
CamdenTownTechnologiesPrivateLimitedhadgivenfirstchargeoveritstrademarksandcopyrightworksagainsttheaboveloan.Theloanwasutilizedforworkingcapitalrequirementsbytherecipientandwas
adjusted against the intangible assets purchase consideration.
(This space has been intentionally left blank)
333PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
11. Other financial assets (at amortised cost)
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Non-current:
Unsecured, considered good
Restricted cash
- Bank deposits [refer note (c) below] 10.25 8.37 8.39 15.87 3.50
Security deposits 595.05 449.14 561.65 432.73 309.14
Bank deposits* 5.00 5.00 5.00 - -
Total 610.30 462.51 575.04 448.60 312.64
Current:
Unsecured, considered good
Restricted cash
- Balances in escrow accounts[refer note (a) and (b) below] 39,403.28 7,364.91 46,147.01 7,406.42 5,862.02
- Bank deposits [refer note (c) below] 1,563.17 1,648.20 1,370.70 443.50 25.66
Receivables from payment gateways/ banks[refer note (b) below] 9,733.30 - 8,165.49 - -
Interest accrued on fixed deposits 798.08 1,046.19 1,487.57 2,408.77 51.79
Security deposits 124.83 82.80 95.88 62.37 47.79
Other receivables [refer note (d) and (e) below] 1,145.76 2,682.81 913.03 995.98 919.36
Unsecured, credit impaired
Security deposits 2.01 2.01 2.01 1.56 1.15
Other receivables 370.35 356.02 327.91 263.29 164.94
53,140.78 13,182.94 58,509.60 11,581.89 7,072.71
Allowance for credit impaired receivables (372.36) (358.03) (329.92) (264.85) (166.09)
Total 52,768.42 12,824.91 58,179.68 11,317.04 6,906.62
(a) Includes unwithdrawn revenue Rs. 5,558.67 (September 30, 2024: Rs. 3,550.60; March 31, 2025: Rs. 3,200.43; March 31, 2024: Rs. 4,064.29; March 31, 2023: Rs. 2,549.60).
(b)Duringtheperiod,theCompanyobtainedalicensefromtheRBItooperateasanon-bankPaymentAggregator(PA),havingpreviouslyheldanin-principleauthorisationunderthePaymentsandSettlements
Systems Act, 2007.
Duringthepreviousyears,theCompanyheldnodalaccountbalanceswithBanksfortransactionsprocessedthroughpaymentgatewayand/orunifiedpaymentinterface,asapplicable,whicharerequiredbythe
ReserveBankofIndia(RBI).Thenodalbankaccountoperatedasinternalaccountsofthebanks.TheCompanydidnothavetheabilitytowithdrawfundsfromthenodalaccountsexceptforthelimitedpurposesas
definedintheRBIDirectionsforopeningandoperationofaccountsandsettlementofpaymentsforelectronicpaymenttransactionsinvolvingintermediariesdatedNovember24,2009.Further,theCompanycould
notcreatealienonsuchnodalaccountsandactedmerelyasafacilitator.TheCompanydidnothavetheprimaryobligationtopaytothecounterpartyforamountsheldinthesaidnodalaccountsandhence,the
amountdidnotrepresentanassetoraliabilityfortheCompany.Accordingly,themerchantliabilities(includingotherpayables)asatSeptember30,2024ofRs.31,949.58(March31,2024:Rs.39,040.95,March
31,2023:Rs.10,072.76),nodalbankbalancesasatSeptember30,2024ofRs.22,005.87(March31,2024:Rs.29,258.40,March31,2023:Rs.3,858.58)andreceivablefrompaymentfromgateways(including
otherreceivables)asatSeptember30,2024ofRs.9,943.71(March31,2024:9,782.55,March31,2023:Rs.6,214.18)werepresentedonanetbasisasofSeptember30,2024,March31,2024andMarch31,2023
respectively.
IntheyearendedMarch31,2025,theexistingnodalarrangementshavebeenconvertedintoEscrowarrangementtoadherewithReserveBankofIndia(RBI)Guidelineson'RegulationofPaymentAggregatorsand
PaymentGateways'2021('RBIGuidelines').Withthistransitiontoescrowarrangements,theCompany'srightsandresponsibilitieshavebeenmodifiedtoalignwiththeRBI'sGuidelines,andtheCompanyhas
becometheprimaryobligorforsettlingmerchantliabilities(includingpayablesundertheBharatBillPaymentSystem(BBPS)settlement).Consequently,theCompanyhasrecordedtheamountsowedtomerchants
asliabilitiesunderotherfinancialliabilities,andthecorrespondingassets,whichincludethebalanceintheescrowaccountsandreceivablesfrompaymentgateways/banks,asotherfinancialassets.TheCompany
maintainsadditionalfundinginescrowthroughprefundingforsettlementofmerchantliabilitiesandtheCompanydoesnotcurrentlyhavealegallyenforceablerighttosetofftheescrowbankbalanceagainst
merchant liabilities.
(c) It consist of fixed deposits under lien i) with stock exchanges amounting of Rs. 1,284.22 (September 30, 2024: Rs. 1,284.22; March 31, 2025: Rs. 1,370.59; March 31, 2024 Rs. 450.87; March 31, 2023: Nil) ii)
to lenders towards financial guarantees issued amounting to Rs. 279.93 (September 30, 2024: Nil; March 31, 2025: Nil; March 31, 2024: Nil; March 31, 2023: Nil) iii) with Insurance Regulatory and Development
Authority of India amounting to Rs. 1.00 (September 30, 2024: Rs. 1.00; March 31, 2025: Rs. 1.00; March 31, 2024 : Rs. 1.00; March 31, 2023: Rs. 1.00) iv) with payment integration service providers amounting
to Rs. 5.74 (September 30, 2024: Rs. 5.00; March 31, 2025: Rs. 5.00; March 31, 2024 : Rs. 5.00; March 31, 2023: Rs. 2.50) v) for bank guarantee and others amounting to Rs. 2.53 (September 30, 2024: Rs. 2.50;
March 31, 2025: Rs. 2.50; March 31, 2024 : Rs. 2.50; March 31, 2023: Rs 25.66).
(d)IncludesexpensesincurredbytheGroupaggregatingtoRs.333.44(September30,2024:Nil;March31,2025:Nil;March31,2024:Nil;March31,2023:Nil)inconnectionwithitsinitialpublicoffer(IPO)of
equity shares and the same is recoverable from selling shareholders.
(e) Includes receivables from related parties [refer note 28].
* Represents deposits with original maturity of more than twelve months and remaining maturity of more than twelve months.
12. Other assets
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Non-current:
Unsecured, considered good
Capital advances - 0.17 13.69 106.86 460.07
Balances with statutory authorities 1,318.88 1,214.93 956.26 1,254.14 867.78
Prepaid expenses 1,648.33 377.05 2,026.33 206.03 211.36
Total 2,967.21 1,592.15 2,996.28 1,567.03 1,539.21
Current:
Unsecured, considered good
Advances other than capital advances** 2,368.80 2,304.86 4,166.35 3,619.76 2,230.21
[netofallowanceRs.16.18(September30,2024:Rs.22.11;March31,2025:Rs.15.39;
March 31, 2024: Rs. 27.83 and March 31, 2023 : Rs. 8.68)]
Balances with statutory authorities* # 6,440.24 5,939.05 6,775.15 8,112.34 9,297.06
[netofprovisionagainstcurrentbalancesRs.132.73(September30,2024:Rs.193.27;
March 31, 2025: Rs. 161.43; March 31, 2024: Rs. 96.10; March 31, 2023: Rs. 19.61)]
Prepaid expenses 2,014.70 980.89 1,759.05 1,095.78 796.24
Contract assets 62.15 - 60.69 - -
Total 10,885.89 9,224.80 12,761.24 12,827.88 12,323.51
**AdvancesotherthancapitaladvancesincludesadvancestoemployeesamountingtoRs.139.26(September30,2024:Rs.120.70;March31,2025:Rs.142.74;March31,2024:Rs.72.19;March31,2023:Rs.
66.10).
* Balances with statutory authorities includes Goods and Services Tax (GST) input credit, including GST paid on gross value of electronic recharge transactions.
#IncludesRs.22.63(September30,2024:Rs.90.86;March31,2025:Rs.90.91;March31,2024:Rs.21.20;March31,2023:Nil)paidunderprotestonaccountofCentralGoodsandServicesTaxAct,2017
against demands under appeal, which are not contingent liabilities as possibility of an outflow of resources embodying economic benefits is remote.
334PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
13.Equity share capital As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Authorised share capital*
1,000,000,000equitysharesofRs.1each(September30,2024:100,000,000equitysharesofRs.10each;March31,2025:
1,000,000,000equitysharesofRs.1each;March31,2024:100,000,000andMarch31,2023:100,000,000equityshares
of Rs.10 each) 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00
Issued, subscribed and fully paid-up share capital [refer note (a) below]
506,604,456equitysharesofRs.1each(September30,2024:44,274,361equitysharesofRs.10each;March31,2025:
442,743,610equitysharesofRs.1each;March31,2024:44,274,361andMarch31,2023:43,453,661equitysharesof
Rs.10 each) 506.60 442.74 442.74 442.74 434.53
* During the six months period ended September 30, 2025, September 30, 2024 and the year ended March 31, 2025, March 31, 2024 and March 31, 2023, there were no changes to the authorised share capital.
(a)Stock Split impact
The Company effected a stock split of its equity shares in the ratio of 1:10, whereby each equity share of face value Rs.10 was split into 10 equity shares of face value Rs.1 each. The stock split was approved by the Board of Directors and Shareholders
on March 11, 2025 and March 31, 2025 respectively and became effective from March 31, 2025.
Consequent to the stock split, the number of shares outstanding has been proportionately adjusted.
(b)Reconciliation of shares outstanding at the beginning and at the end of the reporting period/ year
As at September 30, 2025 As at September 30, 2024 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
No. of shares Amount No. of shares Amount No. of shares Amount No. of shares Amount No. of shares Amount
EquitysharesofRs.1eachissued,
subscribed and fully paid up
(September30,2024,March31,2024
andMarch31,2023:equitysharesof
Rs. 10 each)
At the beginning of the period/ year 442,743,610 442.74 44,274,361 442.74 44,274,361 442.74 43,453,661 434.53 40,386,345 403.86
Issued during the period/ year 63,860,846 63.86 - - - - 820,700 8.21 3,067,316 30.67
Splitof1shareofRs.10eachto10 - - - - 398,469,249 - - - - -
shares of Rs. 1 each
Outstandingattheendoftheperiod/ 506,604,456 506.60 44,274,361 442.74 442,743,610 442.74 44,274,361 442.74 43,453,661 434.53
year
(c)Terms and rights attached to equity shares
TheCompanyhasonlyoneclassofequitysharehavingparvalueofRs.1pershare.Eachholderofequityshareisentitledtoonevotepershare.IntheeventofliquidationoftheCompany,theholdersofequityshareswillbeentitledtoreceive
remainingassetsoftheCompany,afterdistributionofallpreferentialamounts.Thedistributionwillbeinproportiontothenumberofequitysharesheldbytheshareholders.TheCompanydeclaresandpaysdividendsinIndianrupees,ifany.The
dividend proposed, if any, by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. Also, refer note 31.
(d)Details of shareholders holding more than 5% shares in the Company
As at September 30, 2025 As at September 30, 2024 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Name of the shareholder No. of shares % holding No. of shares % holding No. of shares % holding No. of shares % holding No. of shares % holding
EquitysharesofRs.1eachfullypaid
up
(September30,2024,March31,2024
andMarch31,2023:equitysharesof
Rs. 10 each)
WMDigitalCommerce HoldingsPte. 371,517,890 73.33% 37,151,789 83.91% 371,517,890 83.91% 37,151,789 83.91% 37,151,789 85.50%
Ltd(Formerlyknownas'FITParentPte.
Ltd.' and 'FIT Holdings S.A.R.L.')
General Atlantic Singapore PPILPte. 46,492,018 9.18% 2,275,528 5.14% 22,755,280 5.14% 2,275,528 5.14% 1,454,828 3.35%
Ltd.
Headstand Pte. Ltd. 29,666,640 5.86% 2,966,664 6.70% 29,666,640 6.70% 2,966,664 6.70% 2,966,664 6.83%
(Formerlyknownas 'PhonePePrivate
Limited') (incorporated in Singapore)
As per the records of the Company, including its register of shareholders/ members and other declarations received from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
(e)Stock options granted under the Group's Employee Stock Option Plan carry no rights to dividend and no voting rights. Further details of the Employee Stock Option Plan (ESOPs) are provided in note 31.
(f) Shares held by holding/ intermediate holding company/ ultimate holding company/ fellow subsidiary
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Amount Amount Amount Amount Amount
WM Digital Commerce Holdings Pte. Ltd (Formerly known as 'FIT Parent Pte. Ltd.' and 'FIT Holdings S.A.R.L.') 371.52 371.52 371.52 371.52 371.52
371,517,890equitysharesofRs.1each(September30,2024:37,151,789equitysharesofRs.10each;March31,2025:
371,517,890equitysharesofRs.1each;March31,2024:37,151,789equitysharesofRs.10eachandMarch31,2023:
37,151,789 equity shares of Rs.10 each)
HeadstandPte.Ltd.(Formerlyknownas'PhonePePrivateLimited')(incorporatedinSingapore)[refernote13daboveand - - - - 29.67
note28]Nil(September30,2024:Nil;March31,2025:Nil;March31,2024:NilandMarch31,2023:2,966,664equity
shares of Rs.10 each)
(g)Details of shares held by promoters
As at September 30, 2025
No. of shares at the Change during the No. of shares at the % change during the
Promoter name beginning of the period end of the period % of total shares period
period
Equity shares of Rs.1 each fully paid up
WM Digital Commerce Holdings Pte. Ltd (Formerly known as 'FIT Parent Pte. Ltd.' and 'FIT Holdings S.A.R.L.') 371,517,890 - 371,517,890 73.33% -
Total 371,517,890 - 371,517,890 73.33% -
TheBoardofDirectorsoftheCompanyintheirmeetingheldonSeptember12,2025identifiedWMDigitalCommerceHoldingsPte.LtdandWal-MartInternationalHoldings,Inc.asthe‘Promoters’oftheCompany.However,Wal-Mart
International Holdings, Inc. holds no shares in the Company.
As at September 30, 2024
No. of shares at the Change during the No. of shares at the % change during the
Promoter name beginning of the period end of the period % of total shares period
period
Equity shares of Rs.10 each fully paid up
WM Digital Commerce Holdings Pte. Ltd (Formerly known as 'FIT Parent Pte. Ltd.' and 'FIT Holdings S.A.R.L.') 37,151,789 - 37,151,789 83.91% -
Total 37,151,789 - 37,151,789 83.91% -
As at March 31, 2025
No. of shares at the Change during the No. of shares at the % change during the
Promoter name beginning of the year year** end of the year % of total shares year
Equity shares of Rs.1 each fully paid up
WM Digital Commerce Holdings Pte. Ltd (Formerly known as 'FIT Parent Pte. Ltd.' and 'FIT Holdings S.A.R.L.') 37,151,789 334,366,101 371,517,890 83.91% -
Total 37,151,789 334,366,101 371,517,890 83.91% -
**Impact of Stock split of 1 share of Rs. 10 each to 10 shares of Rs. 1 each
335PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
13.Equity share capital (continued)
(g)Details of shares held by promoters (continued)
As at March 31, 2024
No. of shares at the Change during the No. of shares at the % change during the
Promoter name beginning of the year year end of the year % of total shares year
Equity shares of Rs.10 each fully paid up
WM Digital Commerce Holdings Pte. Ltd (Formerly known as 'FIT Parent Pte. Ltd.' and 'FIT Holdings S.A.R.L.') 37,151,789 - 37,151,789 83.91% -
Total 37,151,789 - 37,151,789 83.91% -
As at March 31, 2023
No. of shares at the Change during the No. of shares at the % change during the
Promoter name beginning of the year year end of the year % of total shares year
Equity shares of Rs.10 each fully paid up
WM Digital Commerce Holdings Pte. Ltd (Formerly known as 'FIT Parent Pte. Ltd.' and 'FIT Holdings S.A.R.L.') - 37,151,789 37,151,789 85.50% 100.00%
HeadstandPte.Ltd(Formerlyknownas'PhonePePrivateLimited')(incorporatedinSingapore)(erstwhileimmediate
holding company) * 40,336,245 (37,369,581) * * -100.00%
Total 40,336,245 (217,792) 37,151,789 85.50% 100.00%
*Theerstwhileimmediateholdingcompanyi.e.,HeadstandPte.Ltd(Formerlyknownas'PhonePePrivateLimited')(incorporatedinSingapore)solditscontrollingstakeintheCompanytoWMDigitalCommerceHoldingsPte.Ltdandfewother
partiesonDecember23,2022.Consequently,witheffectfromDecember23,2022,theCompanyhasbecomeasubsidiaryofWMDigitalCommerceHoldingsPte.LtdandWalmartInc.continuestobetheultimateholdingcompany.Subsequentto
this, Headstand Pte. Ltd ceased to be a promoter of the Company and accordingly, the number of shares and % of total shares held by Headstand Pte. Ltd as at year ended March 31, 2023 has not been disclosed.
14.Other equity As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Reserves and Surplus
Capital reserve
As at the beginning of the year 1,333.74 1,333.74 1,333.74 1,333.74 (31.53)
Stake purchase in common control entity - - - - 1,365.27
As at the end of the period/ year 1,333.74 1,333.74 1,333.74 1,333.74 1,333.74
Securities premium
As at the beginning of the year 181,908.20 181,908.20 181,908.20 165,529.49 104,343.80
Securities premium on issue of equity shares - - - 16,379.53 61,217.49
Issue of shares on exercise of Employee stock options 66,074.12 - - - -
Transaction cost on issue of equity shares (0.01) - - (0.82) (31.80)
As at the end of the period/ year 247,982.31 181,908.20 181,908.20 181,908.20 165,529.49
Share-based payment reserve
As at the beginning of the year 67,079.66 49,339.42 49,339.42 21,830.61 -
Settlement/ compensation related to share-based payments [refer note 31] 8,575.95 9,323.54 17,740.24 16,398.00 21,830.61
Acceleration of expense and incremental fair value recognised 7,948.59 - - - -
Issue of equity shares on exercise of Employee stock options (66,074.12) - - - -
Vested options net settled for employees tax obligation (1,301.33) - - - -
Repurchase/cancellations of options (570.61) -
Cash-settled share based payment liabilities transferred to equity on equity-settlement 3,078.03 - - - -
Modification of equity settled share-based payments to cash settled share-based payments [refer note 31] - - - (7,808.30) -
Migration of equity settled share-based payments [refer note 31] - - - 18,919.11 -
As at the end of the period/ year 18,736.17 58,662.96 67,079.66 49,339.42 21,830.61
Other reserves
As at the beginning of the year (7,146.05) (7,146.05) (7,146.05) (2,598.13) -
Capital redemption reserve on buy back of shares of wholly owned subsidiaries - - - - 4.23
Settlement/ compensation related to share-based payments [refer note 31] - - - - (2,743.41)
Modification related to equity settled share-based payments to cash settled share-based payments and vice-versa (net) (1,727.66) - - - -
Acquisition of non-controlling interests[refer note 39(iv) and 39(iii)] - - - - 141.05
Modification of equity settled share-based payments to cash settled share-based payments [refer note 31] - - - (4,590.00) -
Others - - - 42.08 -
As at the end of the period/ year (8,873.71) (7,146.05) (7,146.05) (7,146.05) (2,598.13)
Retained earnings
As at the beginning of the year (148,600.85) (131,326.75) (131,326.75) (111,365.04) (83,400.12)
Profit/ (loss) for the period/ year (14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69)
Capital redemption reserve on buy back of shares of wholly owned subsidiaries - - - - (4.23)
As at the end of the period/ year (163,045.07) (143,358.80) (148,600.85) (131,326.75) (111,365.04)
Remeasurement of the defined benefit plan
As at the beginning of the year (54.98) (40.62) (40.62) 5.84 (16.20)
Remeasurement loss on net defined benefit liability, net of taxes (34.98) (37.76) (15.21) (43.23) 21.36
Share of other comprehensive income of associate, net of taxes 1.01 1.03 0.85 (3.23) 0.68
As at the end of the period/ year (88.95) (77.35) (54.98) (40.62) 5.84
Other Comprehensive Income
Foreign currency translation reserve
As at the beginning of the year 14.01 (22.56) (22.56) (23.56) -
Exchange differences on translation of foreign operations 11.40 2.16 36.57 1.00 (23.56)
As at the end of the period/ year 25.41 (20.40) 14.01 (22.56) (23.56)
Equity instruments through other comprehensive income
As at the beginning of the period/ year 114.65 64.28 64.28 35.14 -
Equity instruments through other comprehensive income, net of taxes 58.18 50.37 50.37 29.14 35.14
As at the end of the period/ year 172.83 114.65 114.65 64.28 35.14
Other equity attributable to owners of the Company 96,242.73 91,416.95 94,648.38 94,109.66 74,748.09
The description of the nature and purpose of each reserve within other equity is as follows:
Capital reserve
RepresentstheexcessoftheGroup'sinterestinthenetfairvalueoftheacquiree'sidentifiableassets,liabilitiesandcontingentliabilitiesoverthepurchaseconsideration.ThereservecanbeutilisedinaccordancewiththeprovisionsofCompaniesAct,
2013.
Securities premium
Represents premium on issue of shares. The reserve can be utilised only for the limited purposes in accordance with the provisions of the Companies Act, 2013.
Share-based payment reserve
Represents reserve in respect of equity settled share options granted to the Group’s employees in pursuance of the employee stock option plan. The reserve will be utilised on exercise of the options.
Other reserve
Represents(a)thedifferencebetweengrantdatefairvalueofequitysettledshareoptionsissuedtoemployeescomparedtothemodificationdatefairvalue,(b)settlement/compensationrelatedtoshare-basedpayments,(c)acquisitionofnon-
controlling interest and (d) post measurement period adjustments for business combinations.
Retained earnings
Represents accumulated losses of current and prior periods/ years of the Group and this reserve can be utilised in accordance with the provisions of the Companies Act, 2013.
Remeasurement of the defined benefit plan
Represents any changes in the liabilities over the period/ year due to changes in actuarial assumptions or experience adjustments.
Foreign currency translation reserve
TheexchangedifferencesarisingfromthetranslationoffinancialstatementsofforeignoperationswithfunctionalcurrencyotherthanIndianRupeeisrecognisedinothercomprehensiveincomeandispresentedwithinequityintheforeigncurrency
translation reserve. The cumulative amount is reclassified to profit or loss when the net investment is disposed-off.
Other comprehensive income
Cumulative gains and losses arising on the revaluation of equity instruments on the balance sheet date measured at fair value through other comprehensive income.
336PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
15.Lease liabilities (at amortised cost)
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Non current
Lease liabilities 5,449.77 3,736.47 5,074.75 2,703.27 2,615.29
Total 5,449.77 3,736.47 5,074.75 2,703.27 2,615.29
Current
Lease liabilities 1,712.43 1,243.13 1,653.46 1,135.66 759.56
Total 1,712.43 1,243.13 1,653.46 1,135.66 759.56
TheGroupleasesbuildingsincludingdatacentreswhichhavearenewaloptioninthenormalcourseofthebusiness.ExtensionandterminationoptionsareincludedinsuchleasesacrosstheGroup.Themajorityofextensionandterminationoptions
heldareexercisableonlybytheGroupandnotbytherespectivelessor.TheGroupassessesatthetimeofleasecommencementwhetheritisreasonablycertaintoexercisetheextensionorterminationoption.TheGroupre-assesseswhetheritis
reasonably certain to exercise the extension or termination option if there is a significant event or significant change in circumstances within its control.
Thesensitivityofvariableleasepaymentsandeffectofextension/terminationoptionsnotincludedinmeasurementofleaseliabilitiesisnotmaterial.PossiblefuturecashoutflowsamountingtoRs.1,073.06(September30,2024:Rs.662.38;March
31,2025:Rs.1,267.82;March31,2024:Rs.1,387.56andMarch31,2023:Rs.780.49)werenotincludedinleaseliabilitiesbecauseitisnotreasonablycertainthattheleaseswillbeextendedorterminated.LeasesthattheGrouphasenteredintoas
a lessee but that have not yet commenced result in possible future cash outflows totalling Rs. 2,593.79 (September 30, 2024: Rs. 253.41; March 31, 2025: Nil; March 31, 2024: Rs. 9.60 and March 31, 2023: Nil).
The maturity analysis of lease liabilities are disclosed in note 33.
Set out below are the carrying amounts of lease liabilities and the movements during the period/ year:
Particulars For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Opening lease liabilities 6,728.21 3,838.93 3,838.93 3,374.85 1,262.70
Addition of new leases 261.18 981.17 3,371.95 1,397.89 2,669.00
Remeasurements of lease liabilities* 989.75 913.68 913.68 - -
Modification of lease liabilities 11.56 (141.59) (147.11) - -
Termination of lease liabilities (56.96) (52.41) (66.06) - -
Interest on lease liabilities 239.54 155.93 379.68 303.66 196.57
Payment of lease liabilities (including interest) (1,011.08) (716.11) (1,562.86) (1,237.47) (753.42)
Closing lease liabilities 7,162.20 4,979.60 6,728.21 3,838.93 3,374.85
The following are the amounts recognized in the Restated Consolidated Summary Statement of Profit and Loss:
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Interest on lease liabilities [refer note 24] 239.54 155.93 379.68 303.66 196.57
Depreciation of right-of-use assets [refer note 25] 887.60 622.08 1,399.71 1,075.45 724.76
Variable lease payments not included in the measurement of lease liabilities 58.35 37.90 83.57 73.16 39.98
Total amount recognized in the Restated Consolidated Summary Statement of Profit and Loss 1,185.49 815.91 1,862.96 1,452.27 961.31
Changes in lease liabilities arising from financing and non-cash financing activities:
April 01, 2025 New leases** Cash flows Interest expense September 30, 2025
Lease liabilities 6,728.21 1,205.53 (1,011.08) 239.54 7,162.20
April 01, 2024 New leases** Cash flows Interest expense March 31, 2025
Lease liabilities 3,838.93 4,072.46 (1,562.86) 379.68 6,728.21
April 01, 2024 New leases** Cash flows Interest expense September 30, 2024
Lease liabilities 3,838.93 1,700.85 (716.11) 155.93 4,979.60
April 01, 2023 New leases Cash flows Interest expense March 31, 2024
Lease liabilities 3,374.85 1,397.89 (1,237.47) 303.66 3,838.93
April 01, 2022 New leases Cash flows Interest expense March 31, 2023
Lease liabilities 1,262.70 2,669.00 (753.42) 196.57 3,374.85
* relates to re-assessment of lease term as the Group elected for extension option.
** includes effects of modifications, remeasurements and terminations.
16.Trade payables (at amortised cost)
As at As at As at As at As at
Current September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Trade payables* 7,872.65 7,333.69 8,642.44 4,689.62 3,866.94
Total 7,872.65 7,333.69 8,642.44 4,689.62 3,866.94
* includes payable to related parties [refer note 28]
Trade payables are non-interest bearing and are normally settled basis the agreed credit terms.
Trade payables ageing schedule
Not due Outstanding for following periods from due date of payment
(including
As at September 30, 2025 unbilled) Less than 1 year 1-2 years 2-3 years More than 3 years Total
Total outstanding dues of micro and small enterprises 88.68 12.74 0.40 - - 101.82
Total outstanding dues of creditors other than micro and small enterprises 7,045.95 694.31 28.46 0.59 1.52 7,770.83
Total 7,134.63 707.05 28.86 0.59 1.52 7,872.65
Not due Outstanding for following periods from due date of payment
(including
As at September 30, 2024 unbilled) Less than 1 year 1-2 years 2-3 years More than 3 years Total
Total outstanding dues of micro and small enterprises 64.96 23.66 0.02 0.01 - 88.65
Total outstanding dues of creditors other than micro and small enterprises 7,057.52 148.96 38.38 - 0.18 7,245.04
Total 7,122.48 172.62 38.40 0.01 0.18 7,333.69
Not due Outstanding for following periods from due date of payment
(including
As at March 31, 2025 unbilled) Less than 1 year 1-2 years 2-3 years More than 3 years Total
Total outstanding dues of micro and small enterprises 1.57 1.37 - 0.01 - 2.95
Total outstanding dues of creditors other than micro and small enterprises 8,361.82 274.71 0.07 2.89 - 8,639.49
Total 8,363.39 276.08 0.07 2.90 - 8,642.44
Not due Outstanding for following periods from due date of payment
(including Total
As at March 31, 2024 unbilled) Less than 1 year 1-2 years 2-3 years More than 3 years
Total outstanding dues of micro and small enterprises 57.03 5.60 2.94 2.47 2.09 70.13
Total outstanding dues of creditors other than micro and small enterprises 4,289.47 309.37 20.65 - - 4,619.49
Total 4,346.50 314.97 23.59 2.47 2.09 4,689.62
Not due Outstanding for following periods from due date of payment
(including Total
As at March 31, 2023 unbilled) Less than 1 year 1-2 years 2-3 years More than 3 years
Total outstanding dues of micro and small enterprises 24.66 8.45 - - - 33.11
Total outstanding dues of creditors other than micro and small enterprises 3,759.30 70.90 0.68 1.48 1.47 3,833.83
Total 3,783.96 79.35 0.68 1.48 1.47 3,866.94
337PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
17.Other financial liabilities (at amortised cost)
As at As at As at As at As at
Current September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Payable to merchants [refer note 11(b)]* 38,463.64 - 47,237.92 - -
Payable towards wallet balances 3,483.03 2,831.65 2,981.20 2,936.24 2,956.08
Capital creditors 884.86 836.09 784.71 2,182.95 4,234.16
Financial guarantee obligation (refer note 33(a)) 384.97 -
Employee liabilities 221.09 162.69 157.33 155.93 182.68
Others** 929.72 2,714.91 818.45 1,710.71 21,055.16
Total 44,367.31 6,545.34 51,979.61 6,985.83 28,428.08
* includes payable to related parties [refer note 28]
**majorlyincludescarleasepayablesamountingtoRs.439.71(September30,2024:Rs.413.82;March31,2025:Rs.438.15;March31,2024:Rs.418.59;March31,2023:213.69)andrepresentsliabilitytowardsESOP’sgrantedbyHeadstand
PteLtd(incorporatedinSingapore)(formerlyknownas'PhonePePrivateLimited')(erstwhileimmediateholdingcompany)amountingtoRs.Nil(September30,2024:Rs.Nil;March31,2025:Rs.Nil;March31,2024:Rs.Nil;March31,2023:
Rs. 20,630.30) [refer note 28].
18.Other liabilities
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Non current
Deferred revenue** 51.79 - 52.16 - -
Total 51.79 - 52.16 - -
Current
Payable to statutory authorities*# 65,389.54 5,264.67 6,439.25 5,402.27 4,820.97
Deferred revenue** 589.46 884.85 576.53 265.34 -
Total 65,979.00 6,149.52 7,015.78 5,667.61 4,820.97
* Payable to statutory authorities pertains to GST obligation, including GST on gross value of electronic recharge transactions on the PhonePe platform.
#DuringthesixmonthsperiodendedSeptember30,2025,inordertomeettheemployees’taxobligationsarisingupontheexerciseofequity-settledshare-basedoptionsbycertaineligibleemployees(refernote31(c)(iii)),theCompanyenteredinto
anarrangementwithashareholderoftheCompany,wherebytheShareholderpurchasedsharesreceivedbycertaineligibleemployeesupontheexerciseofequity-settledshare-basedoptionsattheirfairvalue.Consideringthesubstanceofthe
transaction,theproceedsreceivedtosettletheemployees'taxobligationsisconsideredtobeinthenatureoffinancingcashoutflowintheRestatedConsolidatedSummaryStatementofCashFlows.Pursuanttothisarrangement,theCompanyreceived
Rs. 55,487 in the month of September 30, 2025, which was subsequently paid to the tax authority on the employees’ behalf on October 06, 2025.
** Changes in deferred revenue are as follows:
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Balance as at the beginning of the period/ year 628.69 265.34 265.34 - -
Revenue recognised that was included in the balance at the beginning of the period/ year (390.03) (117.20) (206.67) - -
Increase due to invoicing during the period/ year, excluding amounts recognised as revenue during the period/ year 402.59 736.71 570.02 265.34 -
Balance as at the end of the period/ year 641.25 884.85 628.69 265.34 -
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognised as revenue at the end of the reporting period.
ApplyingthepracticalexpedientasgiveninIndAS115,theGrouphasnotdisclosedtheremainingperformanceobligationrelateddisclosuresforcontractsastherevenuerecognisedcorrespondsdirectlywiththevaluetothecustomeroftheentity’s
performance completed till date.
19.Provisions
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Non-current
Provision for gratuity [refer note 29] 753.58 582.31 621.69 475.40 324.40
Share appreciation rights [refer note 31] - - - - 1,316.28
Total 753.58 582.31 621.69 475.40 1,640.68
Current
Provision for gratuity [refer note 29] 119.29 83.76 115.86 68.43 48.99
Provision for compensated absences 1,433.48 1,164.79 1,231.21 1,033.82 698.64
Total 1,552.77 1,248.55 1,347.07 1,102.25 747.63
20.Income tax
The components of income tax expense for the six months period ended September 30, 2025, September 30, 2024 and the years ended March 31, 2025, March 31, 2024 and March 31, 2023 are:
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Current tax 0.78 1.63 3.25 - -
Deferred tax (62.46) (37.51) (84.75) (104.82) (62.80)
Total tax (61.68) (35.88) (81.50) (104.82) (62.80)
a) Reconciliation of tax expense and the accounting loss As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Accounting loss before taxes (14,505.90) (12,067.93) (17,355.60) (20,066.53) (28,023.49)
At India’s statutory income tax rate of 25.17% (3,650.84) (3,037.26) (4,368.06) (5,050.34) (7,052.95)
(September 30, 2024: 25.17%; March 31, 2025: 25.17%; March 31, 2024: 25.17% and March 31, 2023: 25.17%)
Adjustments:
Deferred tax assets not recognised on tax loss and unabsorbed depreciation 3,447.84 2,425.38 3,232.53 5,572.59 6,960.24
Permanent differences (1.10) 0.08 5.80 (185.09) 30.54
Deferred tax assets not recognised on timing differences 175.50 641.85 1,271.56 (570.67) 94.34
Tax rate difference on undistributed earnings of associate (43.60) (5.65) (20.97) (26.40) (28.08)
Tax on income at different rates 0.06 (1.42) (1.70) (65.17) 0.62
Others 10.46 (58.86) (200.66) 220.26 (67.51)
Income tax expense recognized in the Restated Consolidated Summary Statement of Profit and Loss (61.68) (35.88) (81.50) (104.82) (62.80)
b) Amounts recognised in OCI
Deferred tax related to items charged to OCI during the period/ year:
- Remeasurement loss on net defined benefit liability (0.69) (0.41) 0.83 - -
- Equity instruments through other comprehensive income 9.71 10.83 10.83 3.76 4.54
- Share of other comprehensive income of associate - - - - -
9.02 10.42 11.66 3.76 4.54
338PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
20.Income tax (continued)
c) Deferred tax liabilities (net)
As at September 30, 2025
Recognised in the
Restated Recognised in Other
Particulars As at Consolidated Acquisition on Comprehensive As at
April 01, 2025 Summary Statement business combination Income September 30, 2025
of Profit and Loss
Tax effect of items resulting in taxable temporary differences
Property, plant and equipment and intangible assets (43.96) 43.96 - - -
Right-of-use assets (1,616.43) (94.73) - - (1,711.16)
Unrealised gain on investments (56.43) 30.89 - - (25.54)
Undistributed earnings of associate (103.82) 19.19 - - (84.63)
Employee benefit expenses (0.83) - - 0.69 (0.14)
Investments in equity shares (unquoted) (at FVTOCI) (19.13) - - (9.71) (28.84)
Tax effect of items resulting in deductible temporary differences
Lease liabilities 1,671.26 58.17 - - 1,729.43
Carry forward loss allowed to be offset against future profits 2.44 4.98 - - 7.42
Deferred tax assets/ (liabilities) (166.90) 62.46 - (9.02) (113.46)
As at September 30, 2024
Recognised in the
Restated Recognised in Other
Particulars As at Consolidated Acquisition on Comprehensive As at
April 01, 2024 Summary Statement business combination Income September 30, 2024
of Profit and Loss
Tax effect of items resulting in taxable temporary differences
Property, plant and equipment and intangible assets (445.97) 226.35 - - (219.62)
Right-of-use assets (915.46) (287.73) - - (1,203.19)
Unrealised gain on investments - (13.14) - - (13.14)
Undistributed earnings of associate (56.44) (28.39) - - (84.83)
Employee benefit expenses - - - - -
Investments in equity shares (unquoted) (at FVTOCI) (8.30) - - (10.83) (19.13)
Tax effect of items resulting in deductible temporary differences
Employee benefit expenses - - - 0.41 0.41
Lease liabilities 964.42 288.85 - - 1,253.27
Carry forward loss allowed to be offset against future profits 221.76 (148.43) - - 73.33
Deferred tax assets/ (liabilities) (239.99) 37.51 - (10.42) (212.90)
As at March 31, 2025
Recognised in the
Restated Recognised in Other
Particulars As at Consolidated Acquisition on Comprehensive As at
April 01, 2024 Summary Statement business combination Income March 31, 2025
of Profit and Loss
Tax effect of items resulting in taxable temporary differences
Property, plant and equipment and intangible assets (445.97) 402.01 - - (43.96)
Right-of-use assets (915.46) (700.97) - - (1,616.43)
Unrealised gain on investments - (56.43) - - (56.43)
Undistributed earnings of associate (56.44) (47.38) - - (103.82)
Employee benefit expenses - - - (0.83) (0.83)
Investments in equity shares (unquoted) (at FVTOCI) (8.30) - - (10.83) (19.13)
Tax effect of items resulting in deductible temporary differences
Lease liabilities 964.42 706.84 - - 1,671.26
Carry forward loss allowed to be offset against future profits 221.76 (219.32) - - 2.44
Deferred tax assets/ (liabilities) (239.99) 84.75 - (11.66) (166.90)
As at March 31, 2024
Recognised in the
Restated Recognised in Other
Particulars As at Consolidated Acquisition on Comprehensive As at
April 01, 2023 Summary Statement business combination Income March 31, 2024
of Profit and Loss
Tax effect of items resulting in taxable temporary differences
Property, plant and equipment and intangible assets (1,067.48) 621.51 - - (445.97)
Right-of-use assets (826.18) (89.28) - - (915.46)
Unrealised gain on investments (23.05) 23.05 - - -
Undistributed earnings of associate (33.07) (23.37) - - (56.44)
Investments in equity shares (unquoted) (at FVTOCI) (4.54) - - (3.76) (8.30)
Tax effect of items resulting in deductible temporary differences
Lease liabilities 826.18 138.24 - - 964.42
Carry forward loss allowed to be offset against future profits 787.09 (565.33) - - 221.76
Deferred tax assets/ (liabilities) (341.05) 104.82 - (3.76) (239.99)
339PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
c) Deferred tax liabilities (net) (continued)
As at March 31, 2023
Recognised in the
Restated Recognised in Other
Particulars As at Consolidated Acquisition on Comprehensive As at
April 01, 2022 Summary Statement business combination Income March 31, 2023
of Profit and Loss
Tax effect of items resulting in taxable temporary differences
Property, plant and equipment and intangible assets (496.15) (187.59) (383.74) - (1,067.48)
Right-of-use assets (320.14) (506.04) - - (826.18)
Unrealised gain on investments (7.36) (15.69) - - (23.05)
Undistributed earnings of associate (9.67) (23.40) - - (33.07)
Investments in equity shares (unquoted) (at FVTOCI) - - - (4.54) (4.54)
Tax effect of items resulting in deductible temporary differences
Lease liabilities 320.14 506.04 - - 826.18
Carry forward loss allowed to be offset against future profits 497.61 289.48 - - 787.09
Deferred tax assets/ (liabilities) (15.57) 62.80 (383.74) (4.54) (341.05)
MinistryofCorporateAffairs(“MCA”),undertheCompanies(IndianAccountingStandards)AmendmentRules,2023,issuedanamendmenttoInd-AS12DeferredTaxrelatedtoAssetsandLiabilitiesarisingfromaSingleTransactionsuchasleases
and decommissioning obligations. This amendment is effective from April 01, 2023. There is a change in deferred tax disclosures from net to gross for right-of-use assets and lease liabilities for the Group.
UndertheIncome-taxAct,1961,unabsorbedbusinesslossesexpire8yearsaftertheyearinwhichtheyoriginateandunabsorbeddepreciationcanbecarriedforwardindefinitely.Unrecogniseddeferredtaxassetsrelateprimarilytobusinessloss,
unabsorbeddepreciationandtemporarydifferences,ifany,whichdonotqualifyforrecognitionaspertheapplicableaccountingstandards.TheGrouphasnotrecognisedanydeferredtaxassetsontheunabsorbedbusinesslossesandunabsorbed
depreciationamountingtoRs.123,679.08(September30,2024:Rs.111,393.98;March31,2025:Rs.114,295.87;March31,2024:Rs.105,795.20;March31,2023:Rs.88,180.96)andRs.30,130.89(September30,2024:Rs.25,364.78;March
31, 2025: Rs. 25,776.08; March 31, 2024: Rs. 20,043.42 and March 31, 2023: Rs. 11,430.09) respectively.
These unexpired business losses will expire based on the year of origination as follows:
For the year ended Unabsorbed business
loss
March 31, 2026 -
March 31, 2027 18,656.50
March 31, 2028 16,563.32
March 31, 2029 15,992.99
March 31, 2030 17,920.52
Thereafter 54,545.75
123,679.08
Deferredincometaxassetsarerecognisedtotheextentthatitisprobablethatfuturetaxableprofitswillbeavailableagainstwhichtheycanbeused.Theexistenceofunusedtaxlossisstrongevidencethatfuturetaxableprofitmaynotbeavailable.
Therefore,incaseofahistoryofrecentloss,theGrouphasrecogniseddeferredtaxassetonlytotheextentthatithassufficienttaxabletemporarydifferencesorthereareotherevidencesthatsufficienttaxableprofitwillbeavailableagainstwhichsuch
deferred tax asset can be realised.
AsatthesixmonthsperiodendedSeptember30,2025,September30,2024andtheyearendedMarch31,2025,March31,2024andMarch31,2023,thesubsidiaryoftheGroup(IndusAppstore(Singapore)Pte.Ltd.)hasbroughtforwardtax
lossesofRs.35.72,Rs.34.76,Rs.34.73,Rs.34.21andRs.278.88respectively.However,intheabsenceofreasonablecertaintyastorealisationofbroughtforwardtaxlosses,deferredtaxasset(DTA)hasnotbeenrecognised.Suchlossesmaybe
carried forward indefinitely subject to the conditions imposed by Singapore tax law.
d) Deferred tax liabilities relate to:
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Property, plant and equipment and other intangible assets - 108.93 43.95 175.25 303.44
Undistributed earnings of associate 84.62 84.84 103.82 56.44 33.07
Investments in equity shares (unquoted) (at FVTOCI) 28.84 19.13 19.13 8.30 4.54
Total 113.46 212.90 166.90 239.99 341.05
340PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
21. Revenue from operations For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Sale of services* 37,443.45 31,773.24 69,146.08 49,918.71 27,749.42
Other operating revenue
Incentives on payment services [refer 21(i)(a) below] 1,674.86 290.65 1,982.28 698.29 1,388.50
- Others [refer 21(i)(b) below] 66.38 11.27 20.22 24.33 4.95
Total 39,184.69 32,075.16 71,148.58 50,641.33 29,142.87
* includes transactions with related parties [refer note 28].
(i) (a)IncentivesonpaymentservicesincludesconsiderationreceivedfromNationalPaymentsCorporationofIndiaforRuPayCreditCardsonUPIAcceptanceIncentiveSchemeamountingtoRs.Nil
(September30,2024:Nil;March31,2025:Rs.90.00;March31,2024:Nil;March31,2023:Nil)andtheincentiverecognisedbytheGroupinaccordancewiththecircularissuedbytheReserveBankof
IndiaonqualifyingexpenditureincurredtowardsdeploymentofpaymentacceptancedevicesamountingtoRs.1,674.86(September30,2024:Rs.290.65;March31,2025:Rs.1,892.28;March31,2024:
Rs. 698.29, March 31, 2023: Rs. 1,388.50).
(b) Others majorly include:
Rs.66.38(September30,2024:Rs.Nil;March31,2025:Rs.Nil;March31,2024:Rs.NilandMarch31,2023:Rs.Nil)recognisedtowardspaymentinfrastructureservicesprovidedinrespectof
payment services.
Rs.Nil(September30,2024:Rs.4.83;March31,2025:Rs.4.83;March31,2024:Rs23.42andMarch31,2023:Rs.Nil)receivedagainsttheincentiveschemeissuedbytheOpenNetworkforDigital
Commerce on qualifying expenditure incurred towards promoting the buyer side digital orders.
(ii) Disaggregated revenue information For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Type of business operations
Payment services 32,317.36 29,322.56 62,997.11 47,885.09 27,071.15
Lending and Insurance distribution services 4,526.26 2,167.82 5,576.47 1,810.61 280.54
Other services* 599.83 282.86 572.50 223.01 397.73
Total revenue from sale of services 37,443.45 31,773.24 69,146.08 49,918.71 27,749.42
*Other services include revenue from stock broking, mutual fund distribution and marketplace platform services.
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
Timing of revenue recognition September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Services transferred at a point in time 31,644.42 27,519.16 59,785.37 45,278.75 27,663.93
Services transferred over a period of time 5,799.03 4,254.08 9,360.71 4,639.96 85.49
Total revenue from sale of services 37,443.45 31,773.24 69,146.08 49,918.71 27,749.42
For geographical segregation, refer note 43.
(iii)Contract balances As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Trade receivables [refer note 7] 6,348.49 5,485.69 6,262.10 5,436.18 2,051.00
Contract assets [refer note 12] 62.15 - 60.69 - -
As at As at As at As at As at
Changes in contract assets are as follows: September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the period/ year 60.69 - - - -
Revenue recognized during the period/ year 79.71 - 72.76 - -
Reclass to unbilled receivables (pursuant to milestones being met) (78.25) - (12.07) - -
Balance at the end of the period/ year 62.15 - 60.69 - -
For contract liabilities, refer note 18.
(iv)Reconciliation of revenue recognised in the Restated Consolidated Summary Statement of Profit and Loss with the contracted price:
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Revenue from contract with customer as per the contract price 37,464.97 31,849.49 69,262.65 49,987.25 27,755.29
Less: Trade discounts, volume incentives, returns etc. (21.52) (76.25) (116.57) (68.54) (5.87)
Total revenue from sale of services 37,443.45 31,773.24 69,146.08 49,918.71 27,749.42
22. Other income For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Interest income on financial assets carried at amortised cost:
- Interest on fixed deposits with banks and NBFCs 1,321.29 1,427.95 2,917.14 2,754.54 385.68
- Interest on commercial papers 138.36 677.43 1,026.21 1,425.87 188.80
- Interest on escrow balances 76.05 69.78 188.17 96.05 210.55
- Interest, others 37.80 33.18 53.33 83.23 437.14
Gain on sale/ fair valuation of investments carried at FVTPL (net) 942.73 171.57 692.10 661.84 435.35
Gain on sale of property, plant and equipment (net) 10.90 7.14 11.76 5.91 9.13
Foreign exchange gain (net) - 0.21 59.66 1,507.82 -
Others* 33.25 134.66 216.87 45.41 24.82
Total 2,560.38 2,521.92 5,165.24 6,580.67 1,691.47
* Includes liabilities no longer required, written back amounting to Rs. 30.73 (September 30, 2024: Rs. 117.74; March 31, 2025: Rs. 169.48; March 31, 2024: Rs. 29.35; March 31, 2023: Rs. 6.89).
(This space has been intentionally left blank)
341PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
23. Employee benefits expense For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Salaries, wages and bonus* 9,796.30 7,673.02 15,971.56 12,963.46 9,663.54
Contribution to provident and other funds [refer note 29] 225.16 175.05 372.03 314.93 155.08
Gratuity [refer note 29] 122.23 103.26 213.45 157.31 124.67
Staff welfare* 418.72 392.83 831.39 672.40 449.33
Share based payments [refer note 31]* 18,128.68 13,152.47 23,578.62 21,931.66 20,573.12
Total 28,691.09 21,496.63 40,967.05 36,039.76 30,965.74
* Includes transactions with related parties [refer note 28].
24. Finance costs For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Interest expense on financial liabilities at amortised cost:
- Interest on lease liabilities [refer note 15] 239.54 155.93 379.68 303.66 196.57
- Interest, others 0.34 2.65 2.90 8.29 20.36
- Interest on working capital demand loan 1.11 - - 11.12 8.95
Total 240.99 158.58 382.58 323.07 225.88
25. Depreciation and amortisation expense For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Depreciation of property, plant and equipment [refer note 3(i)] 4,597.54 5,224.63 10,102.39 9,020.29 4,273.11
Amortisation of intangible assets [refer note 4] 192.27 615.33 2,101.01 1,069.92 368.01
Depreciation of right-of-use assets [refer note 5] 887.60 622.08 1,399.71 1,075.45 724.76
Total 5,677.41 6,462.04 13,603.11 11,165.66 5,365.88
26. Other expenses For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Electricity and water 44.85 46.75 86.06 75.89 47.94
Advertisement and sales promotions 4,555.09 3,076.31 5,416.54 6,910.48 6,516.35
Information technology infrastructure* 2,838.34 2,237.21 4,878.72 3,828.07 2,162.25
License and service* 1,274.08 930.66 2,018.15 1,565.26 1,303.82
Repairs and maintenance* 300.05 240.49 575.02 328.86 111.09
Legal and professional 617.37 371.92 963.06 499.45 484.19
Rates and taxes 97.91 123.32 341.96 143.95 110.97
Subcontract expenses and customer support 3,603.11 2,661.50 5,866.94 3,511.25 3,105.98
Impairment losses on financial instruments 838.82 286.83 565.94 78.53 80.91
Impairment of non-financial assets 12.67 17.37 59.88 251.99 70.88
Provision for impairment of property, plant and equipment 34.29 79.02 29.64 140.70 34.89
Rent* 151.49 108.43 241.80 185.73 198.95
Insurance 24.74 28.64 57.52 41.12 15.88
Travelling and conveyance* 262.41 190.49 391.63 330.63 327.72
Logistics* 439.07 308.27 527.87 367.15 285.44
Auditor's remuneration 26.50 18.58 49.67 37.32 23.39
Foreign exchange loss (net) 13.55 - - - 946.42
Miscellaneous 48.84 71.79 36.05 53.66 8.11
Total 15,183.18 10,797.58 22,106.45 18,350.04 15,835.18
* Includes transactions with related parties [refer note 28].
27. Exceptional items For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Gain on sale of partial stake in Associate [refer note 38] 4,344.74 - - - -
4,344.74 - - - -
(This space has been intentionally left blank)
342PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
28.Related party disclosures
Names of related parties and related party relationship
a) Related parties where control exists
Relationship Name of the entity Country of incorporation
Ultimate holding company Walmart Inc. United States of America
Intermediate holding company Wal-Mart International Holdings, Inc. United States of America
Immediate holding company WM Digital Commerce Holdings Pte. Ltd (Formerly known as 'FIT Parent Pte. Ltd.' and 'FIT Holdings Singapore
S.A.R.L.') (w.e.f. December 23, 2022)
Intermediate holding company Flipkart Private Limited (upto December 23, 2022) Singapore
Immediate holding company Headstand Pte. Ltd. (upto December 23, 2022) Singapore
(Formerly known as 'PhonePe Private Limited')
b) The following is the summary of related parties with whom transactions have taken place for the six months period ended September 30, 2025, September 30, 2024 and the year ended March
31, 2025, March 31, 2024 and March 31, 2023:
Relationship Name of the entity Country of incorporation
Ultimate holding company Walmart Inc. United States of America
Immediate holding company WM Digital Commerce Holdings Pte. Ltd. (w.e.f. December 23, 2022) Singapore
(Formerly known as 'FIT Parent Pte. Ltd.' and 'FIT Holdings S.A.R.L.')
Intermediate holding company Flipkart Private Limited (upto December 23, 2022) Singapore
Immediate holding company Headstand Pte. Ltd. (upto December 23, 2022) Singapore
(Formerly known as 'PhonePe Private Limited')
Fellow subsidiaries Headstand Pte. Ltd. (Formerly known as 'PhonePe Private Limited') Singapore
(w.e.f December 23, 2022 upto June 08, 2023)
Flipkart Internet Private Limited India
Flipkart Health Limited India
Instakart Services Private Limited India
Myntra Designs Private Limited India
F1 Info Solutions & Services Private Limited India
Cleartrip Private Limited India
Comercio Digital Wal-Mart, S. de R.L. de C.V. Mexico
Jeeves Consumer Services Private Limited India
Wal-Mart India Private Limited India
Cleartrip Packages and Tours Private Limited India
Flipkart Advanz Private Limited India
Flipkart India Private Limited India
Myntra Jabong India Private Limited India
Associate C.E. Info Systems Limited (Formerly known as 'C.E. Info Systems Private Limited') India
Associates of fellow subsidiaries Arvind Youth Brands Private Limited India
Yuvdhi Apparels Private Limited India
Shadowfax Technologies Limited (Formerly known as 'Shadowfax Technologies Private Limited') India
Wildcraft India Limited India
c) Key management personnel ('KMP')
Name Designation
Sameer Nigam Whole-time Director and Chief Executive Officer
Rahul Chari Whole-time Director
Leigh Douglas Hopkins Non-Executive Director (w.e.f January 06, 2023)
Donna Catherine Morris Non-Executive Director (w.e.f January 24, 2024)
John David Rainey Jr Non-Executive Director (w.e.f January 24, 2024)
Tarun Bajaj Non-Executive Independent Director (w.e.f January 24, 2024)
Rohit Bhagat Non-Executive Independent Director (w.e.f May 15, 2025)
Non-Executive Director (w.e.f January 06, 2023 upto May 15, 2025)
Manish Sabharwal Non-Executive Independent Director (w.e.f November 21, 2024)
Zarin Bomi Daruwala Non- Executive Independent Director (w.e.f. May 23, 2025)
Judith Jane McKenna Non-Executive Director (w.e.f January 06, 2023 upto January 31, 2024)
Binny Bansal Non-Executive Director (w.e.f January 06, 2023 upto November 12, 2024)
Adarsh Nahata Chief Financial Officer (designated as KMP w.e.f. September 18, 2024)
Whole-time Director (upto December 22, 2022)
Ankit Gunvantarai Popat Company Secretary and Compliance Officer (designated as KMP w.e.f. September 18, 2024)
(This space has been intentionally left blank)
343PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
28.Related party disclosures (continued)
d) Related party transactions
The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial period/ year:
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
Nature of Transactions September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Revenue from operations
Flipkart Internet Private Limited 11.68 65.77 139.00 86.50 268.51
Flipkart Health Limited - 0.18 0.23 0.80 8.77
Instakart Services Private Limited 170.27 103.64 243.49 249.31 322.52
Myntra Designs Private Limited 39.35 37.37 81.91 75.48 57.83
Cleartrip Private Limited 0.82 7.40 29.11 45.70 6.08
Comercio Digital Wal-Mart, S. de R.L. de C.V. - 6.44 15.39 1.04 -
Jeeves Consumer Services Private Limited - 0.01 0.01 0.06 0.09
Wal-Mart India Private Limited 0.02 1.25 3.23 12.12 0.23
Yuvdhi Apparels Private Limited - 0.01 0.01 0.01 -
Wildcraft India Limited 0.38 0.33 0.71 0.86 0.84
F1 Info Solutions & Services Private Limited 0.35 - - - -
Flipkart Advanz Private Limited - - - 9.48 -
Flipkart India Private Limited - - - 0.56 -
222.87 222.40 513.09 481.92 664.87
Dividend income
C.E. Info Systems Limited 26.17 35.69 35.69 30.59 -
26.17 35.69 35.69 30.59 -
Other Income
Headstand Pte. Ltd. - - - - 209.80
- - - - 209.80
Expenses incurred on behalf of related parties
Walmart Inc. 18.85 13.81 34.61 30.92 28.54
Flipkart Internet Private Limited 10.00 10.00 20.00 20.00 20.00
Headstand Pte. Ltd. - - - - 9.06
28.85 23.81 54.61 50.92 57.60
Share based payments
Headstand Pte. Ltd. - - - 443.91 9,215.33
Flipkart Private Limited - - - - 2,622.41
- - - 443.91 11,837.74
Reversal of ESOP liability on account of migration
Headstand Pte. Ltd. - - - 21,070.00 12,766.81
- - - 21,070.00 12,766.81
License and service expense
Flipkart Internet Private Limited 3.54 9.92 8.49 21.02 -
C.E. Info Systems Limited 18.98 42.42 61.96 68.04 51.49
22.52 52.34 70.45 89.06 51.49
Travelling and conveyance expense
Cleartrip Packages and Tours Private Limited - - - 5.10 -
Cleartrip Private Limited - - - - 0.83
Flipkart Internet Private Limited - - - - 7.71
- - - 5.10 8.54
Repairs and Maintenance expense
F1 Info Solutions & Services Private Limited 6.99 25.86 66.89 14.35 -
6.99 25.86 66.89 14.35 -
Staff welfare expense
Wildcraft India Limited - - - 1.25 1.76
Flipkart Internet Private Limited - - - - 4.03
Flipkart India Private Limited - - - - 0.36
- - - 1.25 6.15
Logistics expense
Shadowfax Technologies Limited 4.16 64.17 80.42 - -
4.16 64.17 80.42 - -
Rent expense
C.E. Info Systems Limited - - - - 3.54
- - - - 3.54
Information technology infrastructure expense
Flipkart Internet Private Limited - - - - 17.99
Myntra Designs Private Limited - - - - 8.06
- - - - 26.05
(This space has been intentionally left blank)
344PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
28.Related party disclosures (continued)
d) Related party transactions (continued)
The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial period/ year (continued):
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
Nature of Transactions September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Expenses reimbursed to related party
Headstand Pte. Ltd. - - - - 222.61
Flipkart Internet Private Limited - - - - 43.04
Flipkart Private Limited - - - - 75.53
- - - - 341.18
Issue/ allotment of shares
WM Digital Commerce Holdings Pte. Ltd. - - - - 16,600.00
Headstand Pte. Ltd. - - - - 7,423.16
- - - - 24,023.16
Purchase of shares in Indus Appstore (Singapore) Pte. Ltd.
Headstand Pte. Ltd. - - - - 5,763.75
- - - - 5,763.75
The following table provides the compensation paid to key management personnel, which comprises directors and executive officers for the relevant financial period/ year:
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Key management personnel Remuneration - salary and
48.07 26.99 73.14 50.01 68.14
[refer note below] other benefits*
Remuneration - share based
12,038.73 4,834.33 9,192.55 2,264.91 9,172.99
payments (including SARs)
Salary advance given 2.00 - - - -
Salary advance recovered (0.34) - - - -
Legal and professional 65.59 15.36 35.76 17.54 -
Reimbursements - 0.13 0.13 - -
Issue/allotment of shares** 44.44 - - - -
*Keymanagementpersonnelareentitledtopost-employmentbenefitsandotherlong-termemployeebenefitsrecognisedasperInd-AS19‘EmployeeBenefits’intheRestatedConsolidatedSummary
Statements. As these employee benefits are lump sum amounts provided on the basis of actuarial valuation, the same will be included on a payment basis.
**TheCompanyhasreceivedRs.40,500.29tosettlethetaxobligationarisingonoptionsexercisedbythekeymanagerialpersonnelduringthesixmonthsendedSeptember30,2025.[Refernote18and
31].
e) The following table provides the closing balances of related parties for the relevant period/ year:
As at As at As at As at As at
Nature of Outstanding balances September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Trade receivables
Flipkart Internet Private Limited 7.73 5.80 23.60 1.68 31.64
Flipkart Health Limited - - - - 2.48
Myntra Designs Private Limited 5.78 10.95 2.31 23.98 1.62
Cleartrip Private Limited 0.02 0.02 - 0.96 -
Comercio Digital Wal-Mart, S. de R.L. de C.V. - 4.44 2.35 - -
Wal-Mart India Private Limited 0.03 0.03 0.03 - -
Cleartrip Packages and Tours Private Limited - - 0.05 - -
Wildcraft India Limited - - - 0.12 -
Flipkart Advanz Private Limited - - - 0.01 -
13.56 21.24 28.34 26.75 35.74
Other receivables
Walmart Inc. 35.43 35.08 19.62 20.85 9.43
Myntra Designs Private Limited - 0.17 - - -
Headstand Pte. Ltd. - - - - 220.51
WM Digital Commerce Holdings Pte. Ltd 329.26 - - - -
Cleartrip Packages and Tours Private Limited 0.05 - - - -
364.74 35.25 19.62 20.85 229.94
Trade payables
Flipkart Internet Private Limited 3.41 0.38 0.98 5.23 62.91
F1 Info Solutions & Services Private Limited 0.45 11.52 2.67 6.14 -
Cleartrip Packages and Tours Private Limited - 0.42 - 0.43 -
Cleartrip Private Limited - - - - 0.77
C.E. Info Systems Limited 1.89 9.72 2.36 0.33 24.51
Shadowfax Technologies Limited 7.50 43.92 7.01 - -
Flipkart India Private Limited - - - - 5.05
Myntra Jabong India Private Limited - - - - 0.61
13.25 65.96 13.02 12.13 93.85
(This space has been intentionally left blank)
345PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
28.Related party disclosures (continued)
e) The following table provides the closing balances of related parties for the relevant period/ year (continued):
As at As at As at As at As at
Nature of Outstanding balances September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Payable to merchants (net)
Flipkart Internet Private Limited 1.13 875.44 5.31 709.99 143.79
Flipkart Health Limited - 0.12 - 0.85 0.52
Instakart Services Private Limited 3,057.61 3,193.47 2,391.37 1,429.17 1,061.61
Myntra Designs Private Limited 126.30 287.22 184.34 116.43 -
Cleartrip Private Limited 0.11 19.47 0.21 3.74 2.60
Arvind Youth Brands Private Limited - - - 0.01 -
Jeeves Consumer Services Private Limited - 0.14 0.04 0.38 0.61
Wal-mart India Private Limited 19.12 11.77 46.29 15.57 5.63
Shadowfax Technologies Limited 80.28 - 128.43 - -
Wildcraft India Limited 0.19 0.46 2.71 1.41 0.17
F1 Info Solutions & Services Private Limited 1.99 1.63 - - -
3,286.73 4,389.72 2,758.70 2,277.55 1,214.93
Other financial liabilities (Others)
Flipkart Internet Private Limited 1.11 1.11 1.11 10.70 1.11
Flipkart Health Limited 0.07 - 0.07 - -
Wal-Mart India Private Limited 0.02 0.02 - 0.02 0.08
Myntra Designs Private Limited 0.66 - - - -
Cleartrip Private Limited 1.71 - - - -
Headstand Pte. Ltd. - - - - 20,630.30
3.57 1.13 1.18 10.72 20,631.49
Other assets
C.E. Info Systems Limited 1.18 1.18 13.22 13.20 13.16
1.18 1.18 13.22 13.20 13.16
Directors remuneration payable to key managerial personnel 10.50 5.71 12.19 7.16 -
Salary advance recoverable from key managerial personnel 1.66 - - - -
Terms and conditions of transactions with related parties:
1 Transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions.
2 All the outstanding balances (payables or receivables) with related parties are unsecured.
3 AtrademarklicenseagreementwasenteredbetweentheCompanyandMeteorSportsLLP("MSL"),abodycorporatewhosepartners/designatedpartnersincludecertainkeymanagerialpersonnelofthe
CompanyonFebruary1,2023foralimitedperiodofupto3months,forthepurposeofdisplaying/includingtheCompany'slogo/trademarkonMSLteam’sjerseydesign/merchandise/player’ssport
accessoriesandanyotherrelatedadvertisement/displaypropertiesduringthePrimeVolleyballLeague2023inIndiawhichendedonMarch05,2023.Theprovisionoflicenseforalimitedperiodhasbeen
considered sufficient consideration for the purpose of the agreement.
The necessary disclosures have been made and requisite approvals for this transaction have been obtained, in compliance with the applicable provisions of the Companies Act, 2013.
f) The following are the details of the related party transactions eliminated during the six months period ended September 30, 2025, September 30, 2024 and the year ended March 31, 2025, March 31, 2024
and March 31, 2023:
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
Nature of Transactions September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
PhonePe Limited
Revenue from operations
PhonePe Lending Services Private Limited 181.28 42.46 113.19 140.19 -
PhonePe Insurance Broking Services Private Limited 41.27 21.77 53.52 68.79 44.12
PhonePe Wealth Broking Private Limited 30.09 191.39 268.94 224.88 79.75
Indus Appstore Private Limited 2.91 2.92 4.75 - -
Pincode Shopping Solutions Private Limited 0.80 6.24 7.41 1.69 -
PhonePe Technology Services Private Limited - 6.25 - 10.42 -
256.35 271.03 447.81 445.97 123.87
Sublease Income
Pincode Shopping Solutions Private Limited 49.01 28.20 65.27 11.84 0.46
PhonePe Lending Services Private Limited 47.79 24.85 61.31 26.92 9.95
PhonePe Wealth Broking Private Limited 47.68 32.58 67.83 41.41 17.60
Indus Appstore Private Limited 21.21 16.35 35.35 51.58 15.26
PhonePe Insurance Broking Services Private Limited 6.23 9.23 18.63 26.70 2.29
PhonePe Technology Services Private Limited 0.34 0.30 0.70 2.51 0.52
PhonePe Finance Private Limited 0.18 0.21 0.50 1.80 0.30
172.44 111.72 249.59 162.76 46.38
Manpower and Technology services income
PhonePe Lending Services Private Limited 1,895.63 380.39 1,032.46 278.57 -
PhonePe Insurance Broking Services Private Limited 290.76 34.27 72.99 - -
PhonePe Wealth Broking Private Limited 184.96 10.19 20.36 - -
Pincode Shopping Solutions Private Limited 67.83 51.75 104.72 - -
PhonePe Technology Services Private Limited 9.37 3.00 17.80 5.00 -
Indus Appstore Private Limited 1.67 0.69 2.05 - -
2,450.22 480.29 1,250.38 283.57 -
Interest income on loans
Indus Appstore Private Limited 215.05 122.73 255.40 89.01 21.25
PhonePe Lending Services Private Limited 120.52 128.69 257.65 90.50 -
Pincode Shopping Solutions Private Limited 0.50 - - - -
PhonePe Wealth Broking Private Limited - - - - 0.11
336.07 251.42 513.05 179.51 21.36
(This space has been intentionally left blank)
346PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
28.Related party disclosures (continued)
f) The following are the details of the related party transactions eliminated during the six months period ended September 30, 2025, September 30, 2024 and the year ended March 31, 2025, March 31, 2024
and March 31, 2023 (continued):
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
Nature of Transactions September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Expenses incurred by related parties on Company's behalf
PhonePe Insurance Broking Services Private Limited 0.29 - - 1.74 1.25
PhonePe Lending Services Private Limited 0.13 - - - 3.48
Pincode Shopping Solutions Private Limited - - 0.88 - -
PhonePe Finance Private Limited - - 5.36 - 0.10
Indus Appstore Private Limited - - - 0.02 -
PhonePe Wealth Broking Private Limited - - - - 3.01
0.42 - 6.24 1.76 7.84
Expenses incurred on behalf of related parties
PhonePe Lending Services Private Limited 62.01 38.59 54.98 0.39 5.78
PhonePe Wealth Broking Private Limited 21.53 36.91 68.73 13.41 0.10
PhonePe Insurance Broking Services Private Limited 21.00 14.33 29.18 85.15 -
Pincode Shopping Solutions Private Limited 9.41 153.19 187.44 152.96 -
Indus Appstore Private Limited 2.50 4.15 16.85 16.20 0.87
PhonePe Technology Services Private Limited 0.20 1.76 4.23 - -
PhonePe Finance Private Limited - 2.92 - 5.39 5.21
116.65 251.85 361.41 273.50 11.96
Advertisement and sales promotions expense
Indus Appstore Private Limited - - - - 3.34
- - - - 3.34
License fee
PhonePe Lending Services Private Limited 36.26 - - - -
Phonepe Insurance Broking Services Private Limited 8.25 - - - -
PhonePe Wealth Broking Private Limited 2.75 - - - -
Pincode Shopping Solutions Private Limited 0.10 - - - -
47.36 - - - -
Equity Investment
Indus Appstore (Singapore) Pte Ltd 2,350.00 - - - 490.57
Pincode Shopping Solutions Private Limited 1,750.00 900.00 2,900.00 900.00 -
PhonePe Wealth Broking Private Limited 400.00 1,900.00 3,650.00 2,070.00 4,632.50
PhonePe Insurance Broking Services Private Limited - 450.00 450.00 2,260.00 5,620.00
PhonePe Technology Services Private Limited - 30.00 100.00 250.00 -
PhonePe Finance Private Limited - - - - 50.00
PhonePe Lending Services Private Limited - - - - 164.50
4,500.00 3,280.00 7,100.00 5,480.00 10,957.57
Share based payments
PhonePe Lending Services Private Limited 483.13 507.59 990.95 590.53 33.48
Pincode Shopping Solutions Private Limited 399.89 380.98 749.91 438.36 -
PhonePe Wealth Broking Private Limited 326.45 336.81 639.54 921.12 453.71
PhonePe Insurance Broking Services Private Limited 283.86 354.04 669.52 614.73 351.90
Indus Appstore Private Limited 35.77 182.61 320.12 464.33 290.49
PhonePe Technology Services Private Limited 4.34 17.76 36.56 138.13 7.39
1,533.44 1,779.79 3,406.60 3,167.20 1,136.97
Employee Transfers asset
PhonePe Insurance Broking Services Private Limited 8.93 8.13 0.61 - -
Pincode Shopping Solutions Private Limited 8.32 8.99 2.49 - -
PhonePe Lending Services Private Limited 5.11 5.10 - - -
PhonePe Technology Services Private Limited 3.62 2.43 - - -
Indus Appstore Private Limited 2.16 5.83 - 3.66 -
PhonePe Wealth Broking Private Limited 1.08 2.37 5.27 3.37 -
29.22 32.85 8.37 7.03 -
Employee Transfers liability
PhonePe Lending Services Private Limited 15.97 2.16 5.83 40.36 -
PhonePe Insurance Broking Services Private Limited 4.13 1.54 - 2.12 -
Indus Appstore Private Limited 3.17 - 5.73 - -
Pincode Shopping Solutions Private Limited 1.57 2.29 - 66.54 5.57
PhonePe Wealth Broking Private Limited 1.19 0.39 - - -
PhonePe Technology Services Private Limited 0.44 1.24 1.12 4.14 -
26.47 7.62 12.68 113.16 5.57
(This space has been intentionally left blank)
347PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
28.Related party disclosures (continued)
f) The following are the details of the related party transactions eliminated during the six months period ended September 30, 2025, September 30, 2024 and the year ended March 31, 2025, March 31, 2024
and March 31, 2023 (continued):
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
Nature of Transactions September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Transfer of other liability
PhonePe Insurance Broking Services Private Limited - - 0.06 2.88 -
- - 0.06 2.88 -
Sale of intangibles
PhonePe Lending Services Private Limited - - - 2,136.00 -
- - - 2,136.00 -
Purchase of intangibles
PhonePe Lending Services Private Limited - - - 14.30 -
- - - 14.30 -
PhonePe Insurance Broking Services Private Limited
Advertisement and sales promotions expense
PhonePe Limited 8.25 - - - -
8.25 - - - -
Rent expense
PhonePe Limited 6.23 9.23 18.63 26.70 2.29
6.23 9.23 18.63 26.70 2.29
Information technology infrastructure and service expense
PhonePe Limited 64.22 47.80 107.79 68.79 44.12
64.22 47.80 107.79 68.79 44.12
Legal and professional expense
PhonePe Limited 267.81 8.24 18.72 - -
267.81 8.24 18.72 - -
Share based payments
PhonePe Limited 283.86 354.04 669.52 614.73 351.90
283.86 354.04 669.52 614.73 351.90
Equity Investment
PhonePe Limited - 450.00 450.00 2,260.00 5,620.00
- 450.00 450.00 2,260.00 5,620.00
Expenses incurred on behalf of related parties
PhonePe Limited 0.29 - - 1.74 1.25
0.29 - - 1.74 1.25
Expenses incurred by related parties on Company's behalf
PhonePe Limited 21.00 14.33 29.18 85.15 -
21.00 14.33 29.18 85.15 -
Employee Transfers asset
PhonePe Limited 4.13 1.54 - 2.12 -
PhonePe Wealth Broking Private Limited 0.04 2.17 - 0.48 -
PhonePe Lending Services Private Limited 0.26 2.37 - - -
Indus Appstore Private Limited - 0.18 - - -
Pincode Shopping Solutions Private Limited - 0.40 - - -
PhonePe Technology Services Private Limited - - 0.60 - -
4.43 6.66 0.60 2.60 -
Employee Transfers liability
PhonePe Technology Services Private Limited - 0.82 - 0.33 0.19
PhonePe Lending Services Private Limited 0.03 - 4.21 3.92 -
PhonePe Limited 8.93 8.13 0.61 - -
Indus Appstore Private Limited - - 0.09 - -
PhonePe Wealth Broking Private Limited - - 2.86 - -
Pincode Shopping Solutions Private Limited - - 0.65 - -
8.96 8.95 8.42 4.25 0.19
Transfer of other asset
PhonePe Wealth Broking Private Limited - - 12.89 - -
PhonePe Lending Services Private Limited - - 3.68 - -
PhonePe Limited - - 0.06 2.88 -
- - 16.63 2.88 -
Pincode Shopping Solutions Private Limited
Interest on borrowings
PhonePe Limited 0.50 - - - -
0.50 - - - -
Payment processing charges
PhonePe Limited 0.47 3.11 3.70 1.69 -
0.47 3.11 3.70 1.69 -
Rent expense
PhonePe Limited 49.01 28.20 65.27 11.84 0.46
49.01 28.20 65.27 11.84 0.46
(This space has been intentionally left blank)
348PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
28.Related party disclosures (continued)
f) The following are the details of the related party transactions eliminated during the six months period ended September 30, 2025, September 30, 2024 and the year ended March 31, 2025, March 31, 2024
and March 31, 2023 (continued):
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
Nature of Transactions September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Advertisement and sales promotions expense
PhonePe Limited 0.43 3.12 3.71 - -
0.43 3.12 3.71 - -
Information technology infrastructure and service expense
PhonePe Limited 54.66 50.87 103.64 - -
54.66 50.87 103.64 - -
Legal and professional expense
PhonePe Limited 13.16 0.88 1.08 - -
13.16 0.88 1.08 - -
Share based payments
PhonePe Limited 399.89 380.98 749.91 438.36 -
399.89 380.98 749.91 438.36 -
Equity Investment
PhonePe Limited 1,750.00 900.00 2,900.00 900.00 -
1,750.00 900.00 2,900.00 900.00 -
Expenses incurred by related parties on Company's behalf
PhonePe Limited 9.41 153.19 187.44 152.96 -
9.41 153.19 187.44 152.96 -
Expenses incurred on behalf of related parties
PhonePe Limited - - 0.88 - -
- - 0.88 - -
Employee Transfers asset
PhonePe Limited 1.57 2.29 - 66.54 5.57
PhonePe Insurance Broking Services Private Limited - - 0.65 - -
1.57 2.29 0.65 66.54 5.57
Employee Transfers liability
PhonePe Limited 8.32 8.99 2.49 - -
PhonePe Wealth Broking Private Limited - 1.56 1.65 0.93 -
PhonePe Insurance Broking Services Private Limited - 0.40 - - -
8.32 10.95 4.14 0.93 -
PhonePe Lending Services Private Limited
Advertisement and sales promotions expense
PhonePe Limited 36.26 - - - -
36.26 - - - -
Rent expense
PhonePe Limited 47.79 24.85 61.31 26.92 9.95
47.79 24.85 61.31 26.92 9.95
Legal and professional expense
PhonePe Limited 1,226.52 16.10 39.38 - -
1,226.52 16.10 39.38 - -
Information technology infrastructure and service expense
PhonePe Limited 283.64 113.90 267.45 140.19 -
283.64 113.90 267.45 140.19 -
Subcontract and customer support expense
PhonePe Limited 566.75 292.85 838.82 278.57 -
566.75 292.85 838.82 278.57 -
Share based payments
PhonePe Limited 483.13 507.59 990.95 590.53 33.48
483.13 507.59 990.95 590.53 33.48
Interest on borrowings
PhonePe Limited 120.52 128.69 257.65 90.50 -
120.52 128.69 257.65 90.50 -
Equity Investment
PhonePe Limited - - - - 164.50
- - - - 164.50
Expenses incurred by related parties on Company's behalf
PhonePe Limited 62.01 38.59 54.98 0.39 5.78
PhonePe Wealth Broking Private Limited - 7.75 9.69 - -
62.01 46.34 64.67 0.39 5.78
(This space has been intentionally left blank)
349PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
28.Related party disclosures (continued)
f) The following are the details of the related party transactions eliminated during the six months period ended September 30, 2025, September 30, 2024 and the year ended March 31, 2025, March 31, 2024
and March 31, 2023 (continued):
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
Nature of Transactions September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Expenses incurred on behalf of related parties
PhonePe Limited 0.13 - - - 3.48
0.13 - - - 3.48
Employee Transfers asset
PhonePe Limited 15.97 2.16 5.83 40.36 -
Indus Appstore Private Limited 0.50 - - 0.15 -
PhonePe Technology Services Private Limited 4.15 - 0.53 - -
PhonePe Insurance Broking Services Private Limited 0.03 - 4.21 3.92 -
PhonePe Wealth Broking Private Limited - - - 0.98 -
20.65 2.16 10.57 45.41 -
Employee Transfers Liability
PhonePe Limited 5.11 5.10 - - -
Indus Appstore Private Limited 0.65 - - - -
PhonePe Technology Services Private Limited 0.64 - - - -
PhonePe Insurance Broking Services Private Limited 0.26 2.37 - - -
PhonePe Wealth Broking Private Limited - 0.04 - - -
6.66 7.51 - - -
Transfer of other liability
PhonePe Insurance Broking Services Private Limited - - 3.68 - -
- - 3.68 - -
Purchase of intangibles
PhonePe Limited - - - 2,136.00 -
- - - 2,136.00 -
Sale of intangibles
PhonePe Limited - - - 14.30 -
- - - 14.30 -
PhonePe Wealth Broking Private Limited
Share based payments
PhonePe Limited 326.45 336.81 639.54 921.12 453.71
326.45 336.81 639.54 921.12 453.71
Advertisement and sales promotions expense
PhonePe Limited 23.03 187.31 259.88 - -
23.03 187.31 259.88 - -
Information technology infrastructure and service expense
PhonePe Limited 25.26 12.42 25.63 224.88 79.75
25.26 12.42 25.63 224.88 79.75
Legal and professional expense
PhonePe Limited 169.50 1.84 3.79 - -
169.50 1.84 3.79 - -
Rent expense
PhonePe Limited 47.68 32.58 67.83 41.41 17.60
47.68 32.58 67.83 41.41 17.60
Interest on borrowings
PhonePe Limited - - - - 0.11
- - - - 0.11
Equity Investment
PhonePe Limited 400.00 1,900.00 3,650.00 2,070.00 4,632.50
400.00 1,900.00 3,650.00 2,070.00 4,632.50
Expenses incurred by related parties on Company's behalf
PhonePe Limited 21.53 36.91 68.73 13.41 0.10
21.53 36.91 68.73 13.41 0.10
(This space has been intentionally left blank)
350PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
28.Related party disclosures (continued)
f) The following are the details of the related party transactions eliminated during the six months period ended September 30, 2025, September 30, 2024 and the year ended March 31, 2025, March 31, 2024
and March 31, 2023 (continued):
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
Nature of Transactions September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Expenses incurred on behalf of related parties
PhonePe Limited - - - - 3.01
PhonePe Lending Services Private Limited - 7.75 9.69 - -
- 7.75 9.69 - 3.01
Employee Transfers asset
PhonePe Limited 1.19 0.39 - - -
Pincode Shopping Solutions Private Limited - 1.56 1.65 0.93 -
PhonePe Insurance Broking Services Private Limited - - 2.86 - -
PhonePe Lending Services Private Limited - 0.04 - - -
1.19 1.99 4.51 0.93 -
Employee Transfers liability
PhonePe Limited 1.08 2.37 5.27 3.37 -
PhonePe Insurance Broking Services Private Limited 0.04 2.17 - 0.48 -
PhonePe Lending Services Private Limited - - - 0.98 -
Indus Appstore Private Limited - - 0.99 - -
1.12 4.54 6.26 4.83 -
Transfer of other liability
PhonePe Insurance Broking Services Private Limited - - 12.89 - -
- - 12.89 - -
PhonePe Technology Services Private Limited
Share based payments
PhonePe Limited 4.34 17.76 36.56 138.13 7.39
4.34 17.76 36.56 138.13 7.39
Legal and professional expense
PhonePe Limited - 3.00 - - -
- 3.00 - - -
Subcontract and customer support expense
PhonePe Limited - - - 5.00 -
- - - 5.00 -
Rent expense
PhonePe Limited 0.34 0.30 0.70 2.51 0.52
0.34 0.30 0.70 2.51 0.52
Information technology infrastructure and service expense
PhonePe Limited 9.37 6.25 17.80 10.42 -
9.37 6.25 17.80 10.42 -
Expenses incurred by related parties on Company's behalf
PhonePe Limited 0.20 1.76 4.23 - -
0.20 1.76 4.23 - -
Equity Investment
PhonePe Limited - 30.00 100.00 250.00 -
- 30.00 100.00 250.00 -
Employee Transfers asset
PhonePe Lending Services Private Limited 0.64 - - - -
PhonePe Limited 0.44 1.24 1.12 4.14 -
PhonePe Insurance Broking Services Private Limited - 0.82 - 0.33 0.19
Indus Appstore Private Limited - - - 0.26 -
1.08 2.06 1.12 4.73 0.19
Employee Transfers liability
PhonePe Lending Services Private Limited 4.15 - 0.53 - -
PhonePe Limited 3.62 2.43 - - -
PhonePe Insurance Broking Services Private Limited - - 0.60 - -
7.77 2.43 1.13 - -
PhonePe Finance Private Limited
Rent expense
PhonePe Limited 0.18 0.21 0.50 1.80 0.30
0.18 0.21 0.50 1.80 0.30
Equity Investment
PhonePe Limited - - - - 50.00
- - - - 50.00
(This space has been intentionally left blank)
351PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
28.Related party disclosures (continued)
f) The following are the details of the related party transactions eliminated during the six months period ended September 30, 2025, September 30, 2024 and the year ended March 31, 2025, March 31, 2024
and March 31, 2023 (continued):
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
Nature of Transactions September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Expenses incurred by related parties on Company's behalf
PhonePe Limited - 2.92 - 5.39 5.21
- 2.92 - 5.39 5.21
Expenses incurred on behalf of related parties
PhonePe Limited - - 5.36 - 0.10
- - 5.36 - 0.10
Indus Appstore Private Limited
Revenue from operations
PhonePe Limited - - - - 3.34
- - - - 3.34
Revenue share - platform providers expense
Indus Appstore (Singapore) Pte Ltd - - - 2.33 5.07
- - - 2.33 5.07
Share based payments
PhonePe Limited 35.77 182.61 320.12 464.33 290.49
35.77 182.61 320.12 464.33 290.49
Rent expense
PhonePe Limited 21.21 16.35 35.35 51.58 15.26
21.21 16.35 35.35 51.58 15.26
Advertisement and sales promotions expense
PhonePe Limited 2.91 2.92 4.75 - -
2.91 2.92 4.75 - -
Equity Investment
Indus Appstore (Singapore) Pte Ltd 2,419.86 - 828.00 - 5.12
2,419.86 - 828.00 - 5.12
Information technology infrastructure and service expense
PhonePe Limited 1.67 0.69 2.05 - -
1.67 0.69 2.05 - -
Expenses incurred by related parties on Company's behalf
PhonePe Limited 2.50 4.15 16.85 16.20 0.87
2.50 4.15 16.85 16.20 0.87
Expenses incurred on behalf of related parties
PhonePe Limited - - - 0.02 -
- - - 0.02 -
Interest on borrowings
PhonePe Limited 215.05 122.73 255.40 89.01 21.25
215.05 122.73 255.40 89.01 21.25
Interest on Compulsory convertible debentures
Indus Appstore (Singapore) Pte Ltd - - - - 19.94
- - - - 19.94
Employee Transfers asset
PhonePe Limited 3.17 - 5.73 - -
PhonePe Lending Services Private Limited 0.65 - - - -
PhonePe Wealth Broking Private Limited - - 0.99 - -
PhonePe Insurance Broking Services Private Limited - - 0.09 - -
3.82 - 6.81 - -
Employee Transfers liability
PhonePe Limited 2.16 5.83 - 3.66 -
PhonePe Lending Services Private Limited 0.50 - - 0.15 -
PhonePe Insurance Broking Services Private Limited - 0.18 - - -
PhonePe Technology Services Private Limited - - - 0.26 -
2.66 6.01 - 4.07 -
Purchase of Intellectual property rights
Indus Appstore (Singapore) Pte Ltd - - - 793.00 -
- - - 793.00 -
(This space has been intentionally left blank)
352PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
28.Related party disclosures (continued)
f) The following are the details of the related party transactions eliminated during the six months period ended September 30, 2025, September 30, 2024 and the year ended March 31, 2025, March 31, 2024
and March 31, 2023 (continued):
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
Nature of Transactions September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Indus Appstore (Singapore) Pte Ltd
Revenue from operations
Indus Appstore Private Limited - - - 2.33 5.07
- - - 2.33 5.07
Equity Investment
PhonePe Limited 2,350.00 - - - 490.57
Indus Appstore Private Limited 2,419.86 - 828.00 - 5.12
4,769.86 - 828.00 - 495.69
Interest income on Loans
Indus Appstore Private Limited - - - - 19.94
- - - - 19.94
Proceeds from sale of intellectual property rights
Indus Appstore Private Limited - - - 793.00 -
- - - 793.00 -
g) ThefollowingarethedetailsofthebalanceseliminatedduringthesixmonthsperiodendedSeptember30,2025,September30,2024andtheyearendedMarch31,2025,March31,2024andMarch31,
2023:
As at As at As at As at As at
Nature of Outstanding balances September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
PhonePe Limited
Trade receivables
PhonePe Lending Services Private Limited 194.04 42.46 - 90.96 -
PhonePe Insurance Broking Services Private Limited 44.45 21.77 - 6.64 8.62
PhonePe Wealth Broking Private Limited 32.11 191.39 - 24.80 42.50
Pincode Shopping Solutions Private Limited 0.35 3.12 - - -
Indus Appstore Private Limited - 2.92 - - -
270.95 261.66 - 122.40 51.12
Loans
Indus Appstore Private Limited 6,367.60 3,289.28 3,495.08 3,016.23 509.90
PhonePe Lending Services Private Limited 3,315.58 3,315.58 3,315.58 3,240.58 -
9,683.18 6,604.86 6,810.66 6,256.81 509.90
Other receivables
PhonePe Lending Services Private Limited 2,823.51 986.68 324.38 302.97 77.47
PhonePe Insurance Broking Services Private Limited 755.34 442.75 120.89 115.32 573.18
PhonePe Wealth Broking Private Limited 724.53 414.91 143.64 156.43 817.36
Pincode Shopping Solutions Private Limited 703.36 608.37 158.35 230.58 8.86
Indus Appstore Private Limited 228.86 257.56 95.71 79.71 339.79
PhonePe Technology Services Private Limited 31.69 59.66 16.81 31.76 11.89
PhonePe Finance Private Limited 0.19 14.93 - 11.79 7.51
5,267.48 2,784.86 859.78 928.56 1,836.06
Trade Payables
Indus Appstore Private Limited 84.95 5.98 4.92 6.00 3.89
PhonePe Insurance Broking Services Private Limited 41.25 19.13 10.91 19.40 5.26
PhonePe Lending Services Private Limited 39.63 49.45 9.44 51.49 4.43
PhonePe Technology Services Private Limited 1.33 2.06 0.90 2.91 1.50
PhonePe Wealth Broking Private Limited 32.33 12.26 15.61 8.73 29.06
Pincode Shopping Solutions Private Limited 43.91 59.86 80.15 62.09 -
243.40 148.74 121.93 150.62 44.14
Payable to merchants (net)
Pincode Shopping Solutions Private Limited 0.99 - 1.52 6.68 -
PhonePe Wealth Broking Private Limited 2.74 - 4.15 2.04 -
3.73 - 5.67 8.72 -
Interest accrued
Indus Appstore Private Limited 256.11 228.28 65.65 107.70 19.13
PhonePe Lending Services Private Limited 147.67 208.13 48.48 86.79 -
Pincode Shopping Solutions Private Limited 0.45 - - - -
404.23 436.41 114.13 194.49 19.13
(This space has been intentionally left blank)
353PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
28.Related party disclosures (continued)
g) ThefollowingarethedetailsofthebalanceseliminatedduringthesixmonthsperiodendedSeptember30,2025,September30,2024andtheyearendedMarch31,2025,March31,2024andMarch31,
2023 (continued):
As at As at As at As at As at
Nature of Outstanding balances September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
PhonePe Insurance Broking Services Private Limited
Trade receivables
PhonePe Limited - - 0.05 - -
- - 0.05 - -
Other receivables
PhonePe Limited 41.25 19.13 10.91 19.40 5.26
PhonePe Wealth Broking Private Limited 16.82 0.69 16.78 2.86 4.44
PhonePe Lending Services Private Limited 0.31 - 0.06 0.03 -
PhonePe Technology Services Private Limited - 0.08 - - -
58.38 19.90 27.75 22.29 9.70
Trade Payables
PhonePe Limited 799.79 464.52 120.94 121.96 581.80
PhonePe Lending Services Private Limited 1.94 6.29 1.91 3.95 -
PhonePe Wealth Broking Private Limited 1.56 0.86 1.56 0.86 2.91
Pincode Shopping Solutions Private Limited 0.45 0.20 0.65 - -
PhonePe Technology Services Private Limited 0.19 - 0.19 0.51 0.19
Indus Appstore Private Limited - 0.09 0.09 - -
803.93 471.96 125.34 127.28 584.90
Pincode Shopping Solutions Private Limited
Other receivables
PhonePe Limited 44.90 59.86 81.67 68.77 -
PhonePe Insurance Broking Services Private Limited 0.45 0.20 0.65 - -
PhonePe Wealth Broking Private Limited - 1.71 1.71 0.93 -
45.35 61.77 84.03 69.70 -
Trade Payables
PhonePe Limited 703.71 611.49 158.35 230.58 8.86
PhonePe Wealth Broking Private Limited 2.43 - 2.43 - -
PhonePe Technology Services Private Limited 0.20 - 0.22 - -
706.34 611.49 161.00 230.58 8.86
Interest accrued but not due on borrowings
PhonePe Limited 0.45 - - - -
0.45 - - - -
PhonePe Lending Services Private Limited
Borrowings
PhonePe Limited 3,315.58 3,315.58 3,315.58 3,240.58 -
3,315.58 3,315.58 3,315.58 3,240.58 -
Other receivables
PhonePe Limited 39.63 49.45 9.44 51.49 4.43
PhonePe Technology Services Private Limited 4.80 1.04 0.65 1.04 -
PhonePe Insurance Broking Services Private Limited 1.94 6.29 1.91 3.95 -
PhonePe Wealth Broking Private Limited 0.95 0.85 0.95 0.85 -
Indus Appstore Private Limited 0.66 0.15 0.15 0.15 -
47.98 57.78 13.10 57.48 4.43
Trade Payables
PhonePe Limited 3,017.55 1,029.14 324.38 393.93 77.47
Indus Appstore Private Limited 0.65 - - - -
PhonePe Technology Services Private Limited 0.64 0.03 - 0.03 -
PhonePe Insurance Broking Services Private Limited 0.31 - 0.06 0.03 -
PhonePe Wealth Broking Private Limited 0.22 0.15 0.22 0.13 -
3,019.37 1,029.32 324.66 394.12 77.47
Interest accrued but not due on borrowings
PhonePe Limited 147.67 208.13 48.48 86.79 -
147.67 208.13 48.48 86.79 -
(This space has been intentionally left blank)
354PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
28.Related party disclosures (continued)
g) ThefollowingarethedetailsofthebalanceseliminatedduringthesixmonthsperiodendedSeptember30,2025,September30,2024andtheyearendedMarch31,2025,March31,2024andMarch31,
2023 (continued):
As at As at As at As at As at
Nature of Outstanding balances September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
PhonePe Wealth Broking Private Limited
Trade receivables
PhonePe Limited - - 4.04 - -
- - 4.04 - -
Other receivables
PhonePe Limited 35.07 12.26 19.77 10.77 29.06
Pincode Shopping Solutions Private Limited 2.43 - 2.43 - -
PhonePe Insurance Broking Services Private Limited 1.56 0.86 1.56 0.86 2.91
PhonePe Technology Services Private Limited 0.27 0.27 0.27 0.27 0.27
PhonePe Lending Services Private Limited 0.22 0.15 0.22 0.13 -
39.55 13.54 24.25 12.03 32.24
Trade Payables
PhonePe Limited 756.64 606.30 147.69 181.23 859.86
PhonePe Insurance Broking Services Private Limited 16.82 0.69 16.78 2.86 4.44
Indus Appstore Private Limited 0.99 - 0.99 - -
PhonePe Lending Services Private Limited 0.95 0.85 0.95 0.85 -
PhonePe Technology Services Private Limited 0.44 0.44 0.44 0.44 0.44
Pincode Shopping Solutions Private Limited - 1.71 1.71 0.93 -
775.84 609.99 168.56 186.31 864.74
PhonePe Technology Services Private Limited
Other receivables
PhonePe Limited 1.33 2.06 0.90 2.91 1.50
PhonePe Lending Services Private Limited 0.64 0.03 - 0.03 -
PhonePe Wealth Broking Private Limited 0.44 0.44 0.44 0.44 0.44
Indus Appstore Private Limited 0.26 0.26 0.26 0.26 -
Pincode Shopping Solutions Private Limited 0.20 - 0.22 - -
PhonePe Insurance Broking Services Private Limited 0.19 - 0.19 0.51 0.19
3.06 2.79 2.01 4.15 2.13
Trade Payables
PhonePe Limited 31.69 59.66 16.81 31.76 11.88
PhonePe Lending Services Private Limited 4.80 1.04 0.65 1.04 -
PhonePe Wealth Broking Private Limited 0.27 0.27 0.27 0.27 0.27
PhonePe Insurance Broking Services Private Limited - 0.08 - - -
36.76 61.05 17.73 33.07 12.15
PhonePe Finance Private Limited
Trade Payables
PhonePe Limited 0.19 14.93 - 11.79 7.51
0.19 14.93 - 11.79 7.51
Indus Appstore Private Limited
Borrowings
PhonePe Limited 6,367.60 3,289.28 3,495.08 3,016.23 509.90
6,367.60 3,289.28 3,495.08 3,016.23 509.90
Interest accrued but not due on borrowings
PhonePe Limited 256.11 228.28 65.65 107.70 19.13
256.11 228.28 65.65 107.70 19.13
Other receivables
PhonePe Limited 84.95 5.98 4.92 6.00 3.89
PhonePe Wealth Broking Private Limited 0.99 - 0.99 - -
PhonePe Lending Services Private Limited 0.65 - - - -
PhonePe Insurance Broking Services Private Limited - 0.09 0.09 - -
86.59 6.07 6.00 6.00 3.89
Trade Payables
PhonePe Limited 228.86 260.48 95.71 79.71 339.79
Indus Appstore (Singapore) Pte Ltd - 7.61 - 7.82 5.38
PhonePe Technology Services Private Limited 0.26 0.26 0.26 0.26 -
PhonePe Lending Services Private Limited 0.66 0.15 0.15 0.15 -
229.78 268.50 96.12 87.94 345.17
Indus Appstore (Singapore) Pte Ltd
Other receivables
Indus Appstore Private Limited - 7.61 - 7.82 5.38
- 7.61 - 7.82 5.38
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355PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
29. Employee Benefit Plans
Defined Contribution Plan
TheGroupparticipatesincertaindefinedcontributionplanssuchasProvidentFund,401KplanandNationalPensionScheme.Undertheseplans,theGroup'ssoleobligationistopayafixedcontribution.The
GrouphasrecognisedRs.225.16(September30,2024:Rs.175.05;March31,2025:Rs.372.03;March31,2024:Rs.314.93;March31,2023:Rs.155.08)forsuchdefinedcontributionplanintheRestated
Consolidated Summary Statement of Profit and Loss.
Defined Benefit Plan
TheGroupprovidesforgratuity,adefinedbenefitretirementplan(“theGratuityPlan”)foreveryemployeewhohascompleted5yearsormoreofserviceonseparationat15dayssalary(lastdrawnsalary)for
eachcompletedyearofservice.TheGratuityPlanprovidesforalumpsumpaymenttoeligibleemployeesatretirement,death,incapacitationorterminationofemploymentbasedonlastdrawnsalaryandtenure
ofemploymentwiththeGroup.LiabilitieswithregardtotheGratuityPlanaredeterminedbyactuarialvaluationonthereportingdateusingprojectedunitcreditmethodandarediscountedtopresentvalueby
reference to market yields at the end of the reporting period on government bonds. The gratuity scheme is not funded. The gratuity plan is governed by the Payment of Gratuity Act, 1972.
The defined benefits plan exposes the Group to the following risks:
Interest rate risk
Thepresentvalueofthedefinedbenefitplanliabilityisgenerallycalculatedusingadiscountratedeterminedbyreferencetogovernmentbondyields.Ifbondyieldsfall,thedefinedbenefitobligationwill
increase the plan's liability.
Salary escalation risk
Thepresentvalueofsomeofthedefinedbenefitplanobligationsarecalculatedwithreferencetothefuturesalariesofplanparticipants.Assuch,anincreaseinthesalaryoftheplanparticipantswillincreasethe
plan’s liability.
Life expectancy
Thepresentvalueofdefinedbenefitplanobligationiscalculatedbyreferencetothebestestimateofthemortalityofplanparticipants,bothduringandaftertheemployment.Anincreaseinthelifeexpectancyof
the plan participants will increase the plan’s liability.
Withdrawal risk
Thepresentvalueofthedefinedbenefitplanliabilityiscalculatedbyreferencetotheexpectedlong-termfutureemployeeturnoverwithintheorganization.Anincreaseinthewithdrawalrateoftheplan
participants will decrease the plan's liability.
ThefollowingtablessummarizethecomponentsofnetbenefitexpenserecognizedintheRestatedConsolidatedSummaryStatementofProfitandLossandamountsrecognizedintheRestatedConsolidated
Summary Statement of Assets and Liabilities:
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Restated Consolidated Summary Statement of Profit and Loss
Current service cost 98.41 83.97 174.32 129.99 106.85
Interest cost 23.82 19.29 39.13 27.32 17.10
Past service cost - - - - 0.72
122.23 103.26 213.45 157.31 124.67
Remeasurement loss/ (gains) in Other Comprehensive Income
Actuarial losses/ (gains) arising from changes in -
- experience adjustments 25.77 9.86 0.46 22.14 (3.90)
- financial assumptions 16.76 25.20 44.93 10.41 (12.98)
- demographic assumptions (6.83) - (31.02) 9.41 (4.48)
35.70 35.06 14.37 41.96 (21.36)
Net benefit expense 157.93 138.32 227.82 199.27 103.31
Restated Consolidated Summary Statement of Assets and Liabilities As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Defined benefit obligation (DBO) - current [refer note 19] 119.29 83.76 115.86 68.43 48.99
Defined benefit obligation (DBO) - non-current [refer note 19] 753.58 582.31 621.69 475.40 324.40
Net defined benefit liability 872.87 666.07 737.55 543.83 373.39
Change in the present value of the defined benefit obligation are as follows:
Opening defined benefit obligation 737.55 543.83 543.83 373.39 246.78
Current service cost 98.41 83.97 174.32 129.99 106.85
Past service cost - - - - 0.72
Interest cost 23.82 19.29 39.13 27.32 17.10
Amount recognised in Other Comprehensive Income 35.70 35.06 14.37 41.96 (21.36)
Benefits paid (22.61) (16.08) (34.10) (28.83) (6.23)
Effect of business combinations - - - - 29.53
Closing defined benefit obligation 872.87 666.07 737.55 543.83 373.39
The principal assumptions used in determining gratuity for the Group's plan are as follows:
Particulars As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Discount rate 6.30% 6.80% 6.55% 7.20% 7.30%
Salary escalation rate 8% to 10% 8% to 10% 8% to 10% 8% to 10% 8% to 12%
Mortality rate 100% of IALM* 100% of IALM* 100% of IALM * 100% of IALM * 100% of IALM *
Withdrawal rate 14.59% to 47.58% 13.8% to 38.10% 17.27% to 37.13% 13.80% to 38.10% 15.00% to 26.00%
* According to Indian Assured Lives Mortality (IALM) 2012-14 as published by IRDA and adopted as Standard Mortality Table as recommended by Institute of Actuaries of India effective April 1, 2019.
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
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356PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
29. Employee Benefit Plans (continued)
As at As at As at As at As at
Sensitivity analysis of assumptions used
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Decrease in DBO due to 0.5% increase in discount rate (23.08) (19.50) (17.38) (15.85) (9.79)
Increase in DBO due to 0.5% decrease in discount rate 24.26 20.58 18.16 16.51 10.27
Increase in DBO due to 0.5% increase in salary escalation rate 15.92 14.32 12.39 11.83 6.95
Decrease in DBO due to 0.5% decrease in salary escalation rate (15.77) (14.12) (12.27) (11.47) (6.88)
Methodusedforsensitivityanalysis:Thesensitivityanalysisabovedeterminestheindividualimpactontheplan'sdefinedbenefitobligationatperiod/yearend.Inreality,theplanissubjecttomultiple
external experience items which may move the defined benefit obligation in similar or opposite directions, while the plan's sensitivity to such changes can vary over time.
As at As at As at As at As at
Expected benefit payments
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Within 1 year 119.84 83.85 115.86 68.43 48.99
2 - 5 years 512.48 360.00 464.52 296.32 225.27
6 - 10 years 351.97 303.43 292.20 258.52 171.91
More than 10 years 318.84 341.26 189.13 293.20 149.20
The weighted average duration of the defined benefit obligation is 5 to 6 years.
For the six months For the six months
30. Earnings per share (EPS) period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
The following reflects the profit/ (loss) and share data used in computation of EPS:
Restated profit/ (loss) for the period/ year (14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69)
Weighted average number of equity shares #* 471,912,999 455,578,469 461,115,924 441,947,110 408,791,608
Restated basic (loss) per share (Rs.) (30.61) (26.41) (37.46) (45.17) (68.40)
Restated diluted (loss) per share (Rs.)** (30.61) (26.41) (37.46) (45.17) (68.40)
# The weighted average number of equity shares have been restated to incorporate the event of stock split. Refer note 13(a) for further details.
* Not annualised for September 30, 2025 and September 30, 2024.
** The outstanding share options are anti dilutive. Hence the same is ignored in the calculation of diluted loss per share.
31. Share based payments
The expense recognised for employee services received during the period/ year is shown in the following table:
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Expensearisingfromcash-settledshare-basedpaymenttransactions[refernote(b) 1,561.22 3,923.10 5,932.55 2,880.50 769.18
and (i) below]
Expensearisingfromequity-settledshare-basedpaymenttransactions[refernote 8,575.95 9,229.37 17,646.07 16,230.60 19,228.93
(b), (e), (g) and (j) below]
Accelerationofexpenseandincrementalfairvaluerecognised[refernote(c)and(h) 7,948.59 - - 2,820.56 -
below]
Accelerationofexpenserelatedtocash-settledsharebasedpaymenttransactions 42.92 -
- - -
[refer note (c) below]
Settlementrelatedtoequity-settledsharebasedpaymenttransactions[refernote - - - - 575.01
(m) below]
TotalexpenserecognizedintheRestatedConsolidatedSummaryStatementof 18,128.68 13,152.47 23,578.62 21,931.66 20,573.12
Profit and Loss
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357PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
31. Share based payments (continued)
(a) Stock Split
For Stock Split details [refer note 13(a)]
(b) PhonePe Stock Option Plan, India (‘PSOP 2022’)
EligibleemployeesoftheGrouparegrantedshareoptionsoftheCompanyunderthePhonePeStockOptionPlan(‘PSOP2022’).Time-basedstockoptionsgrantedunderPSOP2022wouldvestfromone
yearandnotmorethanfouryearsfromthedateofgrantofsuchoptions.VestingofoptionswouldbesubjecttocontinuedemploymentwiththeGrouporsuchothercriteriadeterminedbytheBoardandthus
theoptionswouldvestonpassageoftime.ThespecificvestingscheduleandconditionssubjecttowhichvestingwouldtakeplacewouldbeoutlinedintheStockOptionAgreementgiventotheoptiongrantee
atthetimeofgrantofoptions.Theoptionswilllapseandbecancelledonitsexpirydatei.e.,tenyearsafterthedateoftherelevantStockOptionAgreement,orsuchotherexpirydateasmaybespecified
therein.Theexercisepriceofthetime-basedshareoptionsisRe.1peroption(September30,2024:Rs.10peroption;March31,2025:Re.1peroption;March31,2024:Rs.10peroption;March31,2023:
Rs. 10 per option).
DuringtheyearendedMarch31,2024,theBoardofDirectorsapprovedamodificationtothePSOP2022plan,introducingcashsettlementupto25%ofthetotaloptionsissued.Themodificationresultedin
incrementalfairvalueofRs.3,734.00^peroption(calculatedbasistheinputsgivenbelow).Theincrementalfairvalueperoptionresultingfromthemodificationstemsfromthedifferencebetweentheshare
price and the equity option price on the modification date, with the latter being adjusted for the Discount for Lack Of Marketability ('DLOM') impact.
Time based options:
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(Number) (Number)^ (Number) (Number)^ (Number)^
Outstanding as at the beginning of the period/ year 41,662,640 3,911,243 3,911,243 4,055,270 -
- Granted 7,219,619 515,407 5,841,480 413,926 140,096
- Migrated* - - - - 3,945,027
- Replaced with SARs** - - - (9,718) (876)
- Forfeited unvested (608,086) (59,931) (1,253,080) (139,809) (28,977)
- Repurchased (refer note (c) below) (547,360) - (2,038,190) (408,426) -
- Options net settled for employees tax obligation (refer note (c) below) (1,738,219) - - - -
- Exercised [refer note (c) below]# (20,654,026) - - - -
- Split of 1 share of Rs. 10 each to 10 shares of Rs. 1 each - - 35,201,187 - -
Outstanding as at the end of the period/ year 25,334,568 4,366,719 41,662,640 3,911,243 4,055,270
Exercisable as at the end of the period/ year - - - - -
*DuringtheyearendedMarch31,2023,theemployeesoftheGroupweregranted3,945,027shareoptionsoftheCompanyonthebasisofpre-determinedratio,approvedbyboardofdirectorsand
shareholders to its employees as migration of share options of Headstand Pte. Ltd (incorporated in Singapore) (formerly known as 'PhonePe Private Limited') (erstwhile immediate holding company).
** During the year ended March 31, 2024, certain former employees of the Group were granted SARs under SARs Plan 2022 against the equity stock options held under PSOP 2022 plan.
# The weighted average fair value of options exercised was 2,337.60 per option.
^Calculated on a pre stock split basis.
Fair value of time based share options granted
ThegrantdatefairvalueofshareoptionsgrantedisestimatedatthegrantdateusingtheDiscountedCashFlow(DCF)modelforderivingtheshareprice[referbelowforfurtherdetails] foroptionsissued
duringthesixmonthsendedSeptember30,2025andtheDCFmodelandFinnertymodelforcalculationofDLOMforoptionsissuedtillMarch31,2025takingintoaccountthetermsandconditionsupon
whichtheshareoptionsweregranted.Theexpectedpricevolatilityisbasedonthehistoricvolatilitybasedontheremaininglifeoftheoptions,adjustedforanyexpectedchangestofuturevolatilitydueto
publicly available information.
WeightedaveragefairvalueoftheoptionsgrantedtotheemployeesoftheGroupduringtheperiodisRs.2,395.39peroption(September30,2024:Rs.19,121.60^;March31,2025:Rs.2,395.39peroption;
March31,2024:Rs.16,234.00^;March31,2023:16,234.00^).Theweightedaveragefairvalueofoptionsexercisedduringtheperiodis2,337.60peroption(September30,2024:NA,March31,2025:NA,
March31,2024:NA,March31,2023:NA).AsofSeptember30,2025,thecontractuallifeoftime-basedoptionsis4years(September30,2024:4years;March31,2025:4years;March31,2024:4years;
March 31, 2023: 4 years).
The following table lists the inputs to the option pricing models:
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Inputs used in DCF model:
Risk free interest rate (% p.a.) 6.30% 7.00% 6.3% - 7.0% 7.4% 7.4%
Weighted average exercise price (in Rs.) 1 10 1 10 10
Long term growth rate 5.00% 5.00% 5.00% 5.00% 5.00%
Discount rate 16.40% 18.00% 16.40% 18.80% 18.80%
Inputs used in Finnerty model:
Dividend yield (% p.a.) NA 0% 0% 0% 0%
Expected volatility (% p.a.) NA 53.9% 53.9% 50.6% - 53.9% 50.6%
Expected life of option (years) NA 2.7 years 2.7 years 2.7 years - 3.0 years 3.0 years
^Calculated on a pre stock split basis.
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358PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
31. Share based payments (continued)
(c) Transactions during the six-months period ended September 30, 2025 - PSOP 2022:
(i) Acceleration of Vesting and Repurchase of PhonePe Stock Options for Certain Eligible Employees (Part A)
InaccordancewiththetermsofPSOP2022,andpursuanttoaBoardapprovaldatedAugust07,2025,theCompanyextendedaone-offoffertoeligibleemployeeswhosatisfiedtheprescribedconditionsto
acceleratethevestingofalltheirunvestedoptions.Followingtheacceleratedvesting,employeeswererequiredtosurrender100%oftheirPhonePeoptionsinexchangeforacashconsiderationdetermined
basedonthefairvalueofthecancelledoptions.Theaccelerationofthevestingconditionsdidnotresultinanyincrementalfairvalue.Uponaccelerationofvesting,theGrouprecognisedRs.132.68whichhad
not been previously expensed in the Restated Consolidated Summary Statement of Profit and Loss.
Theconsiderationpaid(includingrelatedemployeetaxobligation)forrepurchaseofvestedequitysettledoptionsisRs.1,041.24andsettlementofalltheoutstandingcashsettledoptionsheldbythese
employees is Rs. 238.27.
(ii) Early exercise of PhonePe Stock Options held by Certain Eligible Employees (Part B)
InaccordancewiththetermsofPSOP2022,andpursuanttoaBoardapprovaldatedAugust07,2025,theCompanyextendedanoffertoeligibleemployeespermittingtheexerciseofvestedoptionspriorto
Company's listing on recognised stock exchanges.
Thetransactionwassettledonanet-basiswherebyatotalof4,709,337vestedoptions(includingoutstandingcashsettledoptions)wereexercisedbyeligibleemployees,ofwhich1,738,219optionswere
withheldandcancelledrepresentingthefairvalueequaltotheemployees’taxobligationamountingtoRs.4,063.26whichwaspaidtothetaxauthorityontheemployees’behalfonOctober06,2025.Forthe
remainingoptions,theCompanyhasissuedanequivalentnumberofequityshares.Consequently,thecash-settledshare-basedpaymentliabilityofRs.1,504.90relatingtothesevestedcash-settledoptionshas
been transferred to equity upon equity settlement.
(iii) Early exercise of PhonePe Stock Options held by Certain Eligible Employees (Part C)
InaccordancewiththetermsofPSOP2022,andpursuanttoaBoardapprovaldatedAugust07,2025,theCompanyextendedanoffertoeligibleemployeespermittingtheexerciseofvestedoptionspriorto
listing. A total of 17,682,908 vested options were exercised by eligible employees for which the Company has issued an equivalent number of equity shares (including equity shares issued against the cash settled
options).ReferNote18forarrangemententeredforemployees’taxobligationsarisinguponsuchexercise.Consequently,thecash-settledshare-basedpaymentliabilityofRs.3,078.02relatingtothesevested
cash-settled options has been transferred to equity upon equity settlement.
(d) Carrying value of the Cash-settled share based payment liabilities -PSOP 2022
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Carrying value 7,187.07 13,320.22 10,404.11 9,512.74 -
Fair value of each option 2,337.60 2,405.20 2,405.20 1,996.80 -
(e) PhonePe Founder Awards, Singapore (‘PFA 2020’)
CertaineligibleemployeesoftheCompanywerepreviouslygrantedshareoptionsofHeadstandPteLtd(incorporatedinSingapore)(formerlyknownas'PhonePePrivateLimited')(erstwhileimmediateholding
company)underthePhonePeFounderAwards(‘PFA2020’).AsperthetermsofPFA2020,time-basedandperformance-basedawardsvestedinfullasonthedateofexecutionofthePFA2020andremained
exercisable at any time. The exercise price of the time-based and performance based stock options is Nil.
Aproportionoftime-basedandperformance-basedstockoptionsonceexercisedareormaybecomesubjecttoabuybackeffectedbytheCompanyunderthetermsofthePFA2020 (suchproportionoftime-
basedandperformance-basedstockoptionsbeingthe“restrictedtime-awardshares”(calculatedbasedonremainingserviceperiod)and“restrictedperformance-awardshares”(calculatedbasedonmarket
conditions linked to the valuation of the Company) respectively).
Time based options:
The following table illustrates the movement of the time based options during the financial year:
As at As at
March 31, 2024 March 31, 2023
(Number) (Number)
Outstanding as at the beginning of the year 3,129,445 3,129,445
- Migrated to PFA 2023 plan [refer note (f) below] (3,129,445) -
Outstanding as at the end of the year - 3,129,445
As at As at
The following table lists the inputs to the option pricing models for the year ended
March 31, 2024 March 31, 2023
Expected life of option (years) NA 1.72 years
Performance based options:
The following table illustrates the movement of the performance based options during the financial year:
As at As at
March 31, 2024 March 31, 2023
(Number) (Number)
Outstanding as at the beginning of the year 2,738,265 2,738,265
- Migrated to PFA 2023 plan [refer note (f) below] (2,738,265) -
Outstanding as at the end of the year - 2,738,265
As at As at
The following table lists the inputs to the option pricing models for the year ended
March 31, 2024 March 31, 2023
Expected life of option (years) NA 10 years
(f) Migration of share-based payment plan from PFA 2020 to PFA 2023
ThePhonePeFounderAwards,India,2023(‘PFA2023’)planwasapprovedbytheBoardofDirectorsandShareholdersoftheCompanyduringtheyearendedMarch31,2024.Pursuanttosuchapproval,
optionsgrantedunderPFA2020byHeadstandPte.Ltd.(formerlyknownas'PhonePePrivateLimited')(incorporatedinSingapore)(erstwhileimmediateholdingcompany)gotmigratedtoanewplan,namely
PFA2023.Themigrationofshare-basedpaymentarrangementfromPFA2020toPFA2023planhasbeentreatedasamodificationofanexistingshare-basedpaymentplan.AlltheoptionsgrantedunderPFA
2020wereautomaticallycancelled,andfreshoptionsweregrantedtotheeligibleemployeesonthebasisofapre-determinedswapratio,approvedbyboardofdirectorsandshareholders.TheCompanyalso
signedaPhonePeFounderShareAppreciationRightsPlan(PFSARs).Theplanhadaone-yearperiodbeginningonthegrantdateoftheoptionsprovidedunderPFA2023andhasexpiredasofthereporting
date.
359PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
31. Share based payments (continued)
(g) PhonePe Founder Awards, India (‘PFA 2023’)
CertaineligibleemployeesoftheCompanyhavebeengrantedshareoptionsofPhonePeLimited(formerlyknownas'PhonePePrivateLimited')(incorporatedinIndia)underthePhonePeFounderAwards
(‘PFA 2023’).
AsperthetermsofPFA2023,time-basedandperformance-basedstockoptionsshallbedeemedtohavevestedimmediatelyuponcompletionofthevestingcliff,definedasoneyearfromthegrantdateas
requiredbytheprovisionsoftheCompaniesAct,2013.Postvestingcliff,thestockoptionsremainexercisableatanytime.Thetime-basedandperformance-basedstockoptionsthathavenotbeenexercised
willlapseandbecancelledfollowingtheexpiryoftenyearsandtwelveyearsrespectivelyafterthedateofgrant.Theexercisepriceofthetime-basedandperformance-basedstockoptionsisRs.1peroption
(September 30, 2024: Rs. 10 per option; March 31, 2025: Rs. 1 per option; March 31, 2024: Rs. 10 per option).
Aproportionoftime-basedandperformance-basedstockoptionsonceexercisedmaybesubjecttobuybackeffectedbytheCompanyorsuchotherrestrictionsunderthetermsofthePFA2023 (such
proportionoftime-basedandperformance-basedstockoptionsbeingthe“RestrictedTime-AwardShares”(calculatedbasedonremainingserviceperiod)and“RestrictedPerformance-AwardShares”
(calculated based on market conditions linked to the valuation of the Company) respectively).
TheoptionsunderbothtimeandperformanceawardsincludingtheRestrictedTime-AwardSharesandtheRestrictedPerformance-AwardShareshavebeenexercisedduringthesixmonthsendedSeptember
30, 2025.
During the period the terms of PFA 2023 were modified. Refer to note (h) for the same.
Nofreshoptionsweregrantedduringthecurrentperiodandpreviousperiod/year.WeightedaveragefairvalueoftheoptionsgrantedtotheemployeesoftheCompanyduringtheyearendedMarch31,2024:
Rs. 19,968.00.
The fair value of share options is estimated at the grant date using the Discounted Cash Flow method for deriving the share price (refer note (b) above for the assumptions used for calculation of fair value).
(h) Modifications to 'PFA 2023'
PursuanttotheapprovalsgrantedbytheBoardofDirectorsonSeptember12,2025andbytheShareholdersonSeptember19,2025,theCompanyhasamendedthetermsofPFA2023.Theamendment
replacestheclauserelatingtothebuybackofsharesandotherrestrictionswithnewlock-upprovisions(transferabilityrestrictions).Theselock-upprovisionswillremainineffectduringcontinuedemployment
untilthe relevantserviceorperformanceconditionshavebeensatisfied.Uponcessationofemployment,theeligibleemployeewhoseawardsharesremainsubjecttoLock-upmay,attheirsolediscretion,either
allowtheLock-uptocontinueuntilitisreleasedpursuanttoamutualarrangementbetween theCompanyandtheemployeeorbytheCompanyorremovetheLock-uponanysuchsharesbypayingthe
applicable unlock consideration in accordance with the scheme.
ThisamendmentwasaccountedforasamodificationunderIndAS102,andanamountofRs.4,920.75ontime-basedoptionsandRs.950.82onperformance-basedoptionsonsharesissuedupontheexercise
ofrestrictedtime-basedandperformance-basedoptionswasrecognizedintheRestatedConsolidatedSummaryStatementofProfitandLossuponaccelerationofvesting.Inaddition,theincrementalfairvalue
ofRs.1,987.26beingthedifferencebetweenthefairvalueoftheoriginalperformanceawardandthatofthemodifiedperformanceaward,bothmeasuredasofthedateofmodificationwasalsorecognizedin
the Restated Consolidated Summary Statement of Profit and Loss upon acceleration of vesting. The modification of time-based options did not result in any incremental fair value.
Thispre-modificationfairvaluewasdeterminedusingtheMonte-Carlosimulationmethodwithkeyinputsbeingthetermoftheoptions(13years),riskfreerate(4.31%)andvolatility(42.7%).Thepost-
modification fair value was concluded to be the same as the fair value of the shares i.e., Rs. 2,337.60 per option. Refer note (b) above for input used for post modification fair value.
The weighted average fair value of options exercised was 2,337.60 per option.
Time based options:
The following table illustrates the movement of the time based options during the period/ year:
As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024
(Number) (Number)^ (Number) (Number)^
Outstanding as at the beginning of the period/ year 26,973,160 2,697,316 2,697,316 -
- Exercised# (26,973,160) -
- Migrated [refer note (f) above] - - - 1,855,276
- Granted - - - 842,040
- Split of 1 share of Rs. 10 each to 10 shares of Rs. 1 each - - 24,275,844 -
Outstanding as at the end of the period/ year - 2,697,316 26,973,160 2,697,316
Exercisable as at the end of the period/ year* - 2,697,316 26,973,160 -
* includes Nil Restricted Time-Award Shares (September 30, 2024: 842,040; March 31, 2025: 8,420,400; March 31, 2024: Nil).
# includes 8,420,400 lock-up shares (September 30, 2024: Nil; March 31, 2025: Nil; March 31, 2024: Nil).
^ Calculated on a pre stock split basis
As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024
Expected life of option (years) NA 1.75 years 1.25 years 1.19 years
Performance based options:
The following table illustrates the movement of the performance based options during the period/ year:
As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024
(Number) (Number)^ (Number) (Number)^
Outstanding as at the beginning of the period/ year 16,233,660 1,623,366 1,623,366 -
- Exercised# (16,233,660) - - -
- Migrated [refer note (f) above] - - - 1,623,366
- Split of 1 share of Rs. 10 each to 10 shares of Rs. 1 each - - 14,610,294 -
Outstanding as at the end of the period/ year - 1,623,366 16,233,660 1,623,366
Exercisable as at the end of the period/ year* - 1,623,366 16,233,660 -
* Includes Nil Restricted Performance-Award Shares (September 30, 2024: 927,637; March 31, 2025: 9,276,377; March 31, 2024: Nil).
# includes 9,276,377 lock-up shares (September 30, 2024: Nil; March 31, 2025: Nil; March 31, 2024: Nil).
^ Calculated on a pre stock split basis
As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024
Expected life of option (years) NA 10.5 years 10 years 11 years
(This space has been intentionally left blank)
360PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
31. Share based payments (continued)
(i) PhonePe Share Appreciation Rights Plan
TheGroup’seligibleemployeesorformeremployeesweregrantedshareappreciationrights(SARs),tobesettledincashunderthePhonePeSARPlanI&PlanII("SARsPlan2022").TheSARsgrantedvest
immediatelyonthegrantdate,asthesameisissuedagainstthevestedequitystockoptions.TheliabilityfortheSARsismeasured,initiallyandattheendofeachreportingperioduntilsettled,atthefairvalue
of the SARs. The effect of stock split did not impact the SARs as the event of liquidation of outstanding SARs concluded prior to stock split.
SARs:
The following table illustrates the movement of SARs:
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(Number) (Number) (Number) (Number) (Number)
Outstanding as at the beginning of the period/ year - 1,976 1,976 81,082 -
- Granted** - - - 9,718 81,082
- Repurchased* - - (1,976) (88,824) -
Outstanding as at the end of the period/ year - 1,976 - 1,976 81,082
Exercisable as at the end of the period/ year - - - - -
Fair value of SARs granted
TheliabilityfortheSARsismeasured,initiallyandattheendofeachreportingperioduntilsettled,atthefairvalueoftheSARsbyapplyingaFinnertymodeltakingintoaccountthetermsandconditionsupon
whichtheSARsweregranted.Theexpectedpricevolatilityisbasedonthehistoricvolatility(basedontheremaininglifeoftheoptions),adjustedforanyexpectedchangestofuturevolatilityduetopublicly
availableinformation.Nofreshoptionsweregrantedduringcurrentperiod,asSARsPlan2022planisnolongerinexistence.WeightedaveragefairvalueoftheSARsgrantedtotheemployeesoftheGroup
during the year ended March 31, 2024: Rs. 16,234.
The following table lists the inputs to the option pricing models for the options granted:
March 31, 2024 March 31, 2023
Risk free interest rate (% p.a.) 7.4% 7.4%
Dividend yield (% p.a.) 0% 0%
Expected volatility (% p.a.) 50.6% - 53.9% 50.60%
Expected life of option (years) 2.7 years - 3.0 years 3 years
* On December 05, 2023 (i.e., during the year ended March 31, 2024), the Board of Directors approved the liquidation of all outstanding SARs amounting to Rs. 1,813.09 issued under SARs Plans 2022.
**DuringtheyearendedMarch31,2023,certainexistingandformeremployeesoftheGroupweregrantedSARstowardsmigrationofoptionsgrantedunderPSOP2022(876SARs)andPSOP2020
(80,206SARs)onthebasisofpre-determinedratioofshareoptionsoftheCompanyandHeadstandPte.Ltd.(Formerlyknownas'PhonePePrivateLimited')(incorporatedinSingapore)asapprovedbyboard
of directors and shareholders.
(j) PhonePe Founder Stock Option Plan 2025 ('PFSOP 2025'/'Plan')
DuringthesixmonthsendedSeptember30,2025,theCompany,pursuanttotheresolutionspassedbyourBoardandShareholdersgranted(i)newtimebasedawards,(ii)onetimeoptionsconditionalon
listing ("One-time Awards") and (iii) performance based awards to certain eligible employees of the Company at an exercise price of Re. 1 per option subject to fulfilment of vesting conditions.
Vestingperiodfortimebasedawardsandonetimeawardsrangebetweenoneandsixyears,whilethevestingconditionsfornewperformancebasedawardshavenotbeendefinedorcommunicatedtothe
employees.
Timebasedawardsandonetimeawardsthathavenotbeenexercisedwilllapseandbecancelledfollowingtheexpiryoftenyearsfromthegrantdate.Theperformancebasedawardsthathavenotbeen
exercised will lapse and be cancelled following the expiry of twelve years from the grant date.
Weighted average price per option is Rs. 2,337.60.
Time based options:
The following table illustrates the movement of the time based options during the period:
As at
September 30, 2025
(Number)
Outstanding as at the beginning of the period -
- Granted 339,002
Outstanding as at the end of the period 339,002
Exercisable as at the end of the period -
The following table lists the inputs to the option pricing models: As at
September 30, 2025
Expected life of option (years) 3.56
Performance based options:
The following table illustrates the movement of the performance based options during the period:
As at
September 30, 2025
(Number)
Outstanding as at the beginning of the period -
- Granted # -
Outstanding as at the end of the period -
Exercisable as at the end of the period -
#Asofthereportingdate,vestingconditionsfornewperformancebasedawardshavenotbeendefinedorcommunicatedtotheemployees.Asaresult,amutualunderstandingoftheterms,whichisrequired
to establish a 'grant date' as defined by Ind AS 102, Share-based Payment, had not been reached. Accordingly, no share-based payment expense has been recognised.
(This space has been intentionally left blank)
361PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
31. Share based payments (continued)
(j) PhonePe Founder Stock Option Plan 2025 ('PFSOP 2025'/'Plan') (continued)
As at
September 30, 2025
Expected life of option (years) 12.00
One-time options:
The following table illustrates the movement of the performance based options during the period:
As at
September 30, 2025
(Number)
Outstanding as at the beginning of the period -
- Granted 740,990
Outstanding as at the end of the period 740,990
Exercisable as at the end of the period -
As at
September 30, 2025
Expected life of option (years) 2.54
Refer note (b) above for inputs used in the DCF model.
(k) PhonePe Stock Option Plan, Singapore (‘PSOP 2020’)
EligibleemployeesoftheGrouphavebeengrantedshareoptionsofHeadstandPteLtd(incorporatedinSingapore)(formerlyknownas'PhonePePrivateLimited')(erstwhileimmediateholdingcompany)
underthePhonePeStockOptionPlan(‘PSOP2020’).Time-basedstockoptionsgrantedunderPSOP2020wouldvestbetweenonedayandnotmorethanfouryearsfromthedateofgrantofsuchoptions.
VestingofoptionswouldbesubjecttocontinuedemploymentwiththeGrouporsuchothercriteriadeterminedbytheBoardandthustheoptionswouldvestonpassageoftime.Thespecificvestingschedule
andconditionsattachedtovestingareoutlinedinthedocumentgiventotheoptiongranteeatthetimeofgrantofoptions.WeightedaveragefairvalueoftheoptionsgrantedtotheemployeesoftheGroup
duringtheperiodisUSDNilperoption(September30,2024:USDNil;March31,2025:USDNil;March31,2024:USDNilandMarch31,2023:USD112.82).Theexercisepriceofthetime-basedshare
options is Rs. Nil. No additional grants were given during the six months period ended September 30, 2025 (September 30, 2024: Nil; March 31, 2025: Nil; March 31, 2024: Nil).
Time based options:
The following table illustrates the movement of the time based options during the financial period/ year:
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
(Number) (Number) (Number) (Number) (Number)
Outstanding as at the beginning of the period/ year - - - - 3,189,929
- Granted - - - - 3,500,380
- Replaced with SARs* - - - - (134,754)
- Migrated to PSOP 2022 plan # - - - - (6,570,801)
- Forfeitures - - - - (198,247)
- Transfers (net)^ - - - - 213,493
Outstanding as at the end of the period/ year - - - - -
#DuringtheyearendedMarch31,2023,theemployeesoftheGroupweregranted3,945,027shareoptionsoftheCompanyonthebasisofpre-determinedratiotoitsemployeesasmigrationofshareoptions
of Headstand Pte Ltd as approved by board of directors and shareholders.
*DuringthecurrentyearendedMarch31,2023,formeremployeesoftheGroupweregrantedSARsoftheCompanyinreplacementof 134,754vestedoptionsunderPSOP2020onthebasisofpre-
determined ratio as approved by board of directors and shareholders.
^ Transfers (net) pertains to transfer of employees.
Fair value of time based share options granted
Thefairvalueofshareoptionsgrantedthatareclassifiedastime-basedoptionsisestimatedatthegrantdateusing Finnertymodel,takingintoaccountthetermsandconditionsuponwhichtheshareoptions
weregranted.Theexpectedpricevolatilityisbasedonthehistoricvolatility(basedontheremaininglifeoftheoptions),adjustedforanyexpectedchangestofuturevolatilityduetopubliclyavailable
information. No fresh options were granted during current period, as PSOP 2020 plan is no longer in existence.
The following table lists the inputs to the option pricing models for the options granted:
March 31, 2023
Dividend yield (% p.a.) 0%
Expected volatility (% p.a.) 42.60%-50.60%
Expected life of option (years) 2.75 years -3 years
(l) Migration of share-based payment plan from PSOP 2020 to PSOP 2022
PhonePe Stock Option Plan, India (‘PSOP 2022’) was approved by the Board of Directors and Shareholders of the Company during the year ended March 31, 2023. Pursuant to such approval, options granted
underPSOP2020byHeadstandPte.Ltd.(formerlyknownas'PhonePePrivateLimited')(incorporatedinSingapore)(erstwhileimmediateholdingcompany)gotmigratedtoanewplan,namelyPSOP2022.
Themigrationofshare-basedpaymentarrangementfromPSOP2020toPSOP2022planhasbeentreatedasamodificationofanexistingshare-basedpaymentplan.AlltheoptionsgrantedunderPSOP2020
were automatically cancelled, and fresh options were granted to the eligible employees on the basis of a pre-determined swap ratio, approved by board of directors and shareholders.
(m) Flipkart Stock Option Plan, Singapore (‘FSOP 2012’)
EligibleemployeesoftheGroupweregrantedshareoptionsofFlipkartPrivateLimited(intermediateholdingcompany,uptoDecember23,2022)baseduponperformance,andlong-termpotentialforthe
Group.TheshareoptionsgrantedunderFSOP2012shallvestbetweenondayoneandnotmorethanfiveyearsfromthedateofgrantofsuchoptions.Vestingofoptionswouldbesubjecttocontinued
employmentwiththeGroupandthustheoptionswouldvestonpassageoftime.Thespecificvestingscheduleandconditionssubjecttowhichvestingwouldtakeplacewouldbeoutlinedinthedocument
given to the option grantee at the time of grant of options.
The exercise price of the option is Rs. Nil.
DuringtheyearendedMarch31,2023,Outof395,548outstandingoptions,FlipkartPrivateLimited(intermediateholdingcompany,uptoDecember23,2022)hadrepurchased358,705optionsgrantedtothe
eligibleemployeesofthegroupunderFSOP2012.NoadditionalgrantsweregivenduringthesixmonthsperiodendedSeptember30,2025,September30,2024andtheyearendedMarch31,2023,March
31, 2024 and March 31, 2025.
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362PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
32. Capital management
TheGroup’scapitalmanagementstrategyistoeffectivelydetermine,raiseanddeploycapitalsoastocreatevalueforitsshareholders.Thesameisdonethroughequityand/orshorttermborrowingsasmaybe
appropriate. The Group does not have any borrowings as on September 30, 2025, March 31, 2025, September 30, 2024, March 31, 2024 and March 31, 2023.
33. Financial risk management objectives and policies
TheGroupisexposedtofinancialrisksarisingfromitsoperationsandtheuseoffinancialinstruments.Thekeyfinancialrisksincludecreditrisk,liquidityrisk,foreigncurrencyriskandinterestraterisk.The
Board of Directors reviews and agrees policies and procedures for the management of these risks.
The following sections provide details regarding the Group’s exposure to the above-mentioned financial risks and the objectives, policies and processes for the management of these risks.
Therehasbeennochangefromthepreviousperiod/yeartotheGroup’sexposuretothesefinancialrisksorthemannerinwhichitmanagesandmeasuresrisks,exceptasdisclosedinnote33(c)foreigncurrency
risk section.
a) Credit risk
Creditriskistheriskoflossthatmayariseonoutstandingfinancialinstrumentsshouldacounterpartydefaultonitsobligations.TheGroup’sobjectiveistoseekcontinualrevenuegrowthwhileminimisinglosses
incurredduetoincreasedcreditriskexposure.CreditriskhasbeenmanagedbytheGroupthroughcontinuouslymonitoringthecreditworthinessofthepartiesthattheGroupdealswithinthenormalcourseof
business.
TheGroup’sexposuretocreditriskarisesprimarilyfromtradereceivables,otherfinancialassetsandfinancialguaranteecontracts.TheGroupappliesthesimplifiedapproachtoprovideforexpectedcreditlosses
prescribedbyIndAS109,whichpermitstheuseofthelifetimeexpectedlossprovisionfortradereceivables.TheGrouphascomputedexpectedcreditlossesusingaprovisionmatrixbasedonhistoricalcredit
lossexperienceoftheGroup.Creditriskonbalanceswithbanks(includingshorttermdeposits),financialinstitutions,commercialpapers/certificateofdeposits,liquidmutualfundsislimitedastheGrouponly
dealswithcounterpartieswhichhavehighcreditratinggivenbyexternalratingagenciesaswellasbasedonGroup'sinternalassessmentandmanagedbytheGroupinaccordancewiththeGroup’sInvestment
policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty.
Exposure to credit risk on financial assets
Thecarryingamountoffinancialassetsrepresentsthemaximumcreditexposure.ThemaximumexposuretocreditriskwasRs.141,916.64(September30,2024:Rs.73,258.51;March31,2025:Rs.82,197.02;
March31,2024:Rs.65,560.38;March31,2023:Rs.62,599.38),beingthetotalofthecarryingamountofbalanceswithbanks,bankdeposits,investments,tradereceivablesandotherfinancialassets.Noneofthe
Group’s cash equivalents, including time deposits with banks and other investments, are past due or impaired.
For movement of credit loss allowance on trade receivables, refer note 7.
Financial assets that are impaired
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Information regarding financial assets that are impaired is disclosed below:
Trade receivables [refer note 7] 726.43 740.43 568.63 528.33 317.28
Other financial assets [refer note 11] 372.36 358.03 329.92 264.85 166.09
Loans [refer note 10] - - - - 76.19
Total past due and impaired 1,098.79 1,098.46 898.55 793.18 559.56
Concentration of credit risk in terms of Top 5 amounts receivable from customers is 25.11% (September 30, 2024: 67.15%; March 31, 2025: 35.92%; March 31, 2024: 54.70%; March 31, 2023: 38.40%).
Financial Guarantee Contracts
AsaLendingServiceProvider(LSP),theGrouphasenteredintoarrangementwithvariousNBFCs/Banks(Lenders)tofacilitatethedistributionofloanstoborrowersthroughitsmobileapplications,withloans
disbursed directly by the Lenders to the borrowers as per the applicable regulatory guidelines.
Forspecificloanportfolios,theGroupprovidesaDefaultLossGuarantee(DLG),compensatingLendersforlossesuptothecontractuallyagreedandpermissibleDLGlimitinlinewiththeReserveBankofIndia
(CommercialBanks–CreditFacilities)Directions,2025andtheReserveBankofIndia(Non-BankingFinancialCompanies–CreditFacilities)Directions,2025(collectively,“DLDirections”).Thisfinancial
guarantee is collateralized by the Group creating a lien against a corresponding amount of a fixed deposit.
Exposure to credit risk on financial guarantee
TheGrouphas,basedoncurrentavailableinformation,calculatedimpairmentlossallowance ascontractuallyagreedwiththelendersandcappeduptotheextentpermissibleinlinewiththeDLDirectionsto
cover the guarantees provided to its financing partners.
No amount of DLG has has been invoked during the period (September 30, 2024: Nil; March 31, 2025: Nil; March 31, 2024: Nil; March 31, 2023: Nil)
TotalprovisionrecognizedthroughtheRestatedConsolidatedSummaryStatementofProfitandLossduringtheperiodisRs.348.97(September30,2024:Nil;March31,2025:Nil;March31,2024:Nil;March
31, 2023: Nil) and amount paid/ settled during the period is Nil (September 30, 2024: Nil; March 31, 2025: Nil; March 31, 2024: Nil; March 31, 2023: Nil).
Movement in financial guarantee obligation
For the six months For the six months
period ended period ended For the year ended For the year ended For the year ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Balance as at the beginning of the period/ year - - - - -
Addition made during the period/ year 384.97 - - - -
Utilised/ reversed - - - - -
Balance as at the end of the period/ year 384.97 - - - -
For movement in the allowance for expected credit losses of trade receivables refer note 7.
(This space has been intentionally left blank)
363PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
33. Financial risk management objectives and policies (continued)
b) Liquidity risk
LiquidityriskistheriskthattheGroupwillencounterdifficultyinmeetingfinancialobligationsduetoshortageoffunds.TheGroup’sexposuretoliquidityriskarisesprimarilyfrommismatchesofthematurities
of financial assets and liabilities. The Group’s objective is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.
ConsideringthenatureofbusinessactivityoftheGroup,theconcentrationofliquidityriskislowasmerchantpaymentsaregenerallybackedbycustomerreceivablesinadesignatedescrowaccount.TheGroup
hasobtainedfundandnon-fundbasedlinesofcreditfromvariousbanks.TheGroupinvestsitssurplusfundsinfixeddeposits,liquidmutualfundschemesandcommercialpapers,whichcarryno/lowmarkto
market risks. Further, the amounts outstanding under the financial guarantee contracts are payable on demand.
Analysis of financial instruments by remaining contractual maturities
The table below summarises the maturity profile of the Group’s financial liabilities at the end of the reporting period based on contractual undiscounted repayment obligations.
As at September 30, 2025
Less than 1 year 1-5 years More than 5 years Total
Financial liabilities
Trade payables 7,872.65 - - 7,872.65
Lease liabilities 2,095.34 5,507.29 740.71 8,343.34
Other financial liabilities 44,367.31 - - 44,367.31
Cash-settled share based payment liabilities - 7,187.07 - 7,187.07
Total undiscounted financial liabilities 54,335.30 12,694.36 740.71 67,770.37
As at September 30, 2024
Less than 1 year 1-5 years More than 5 years Total
Financial liabilities
Trade payables 7,333.69 - - 7,333.69
Lease liabilities 1,554.29 3,605.07 720.55 5,879.91
Other financial liabilities 6,545.34 - - 6,545.34
Cash-settled share based payment liabilities - 13,320.22 - 13,320.22
Total undiscounted financial liabilities 15,433.32 16,925.29 720.55 33,079.16
As at March 31, 2025
Less than 1 year 1-5 years More than 5 years Total
Financial liabilities
Trade payables 8,642.44 - - 8,642.44
Lease liabilities 2,038.13 5,086.85 808.21 7,933.19
Other financial liabilities 51,979.61 - - 51,979.61
Cash-settled share based payment liabilities - 10,404.11 - 10,404.11
Total undiscounted financial liabilities 62,660.18 15,490.96 808.21 78,959.35
As at March 31, 2024
Less than 1 year 1-5 years More than 5 years Total
Financial liabilities
Trade payables 4,689.62 - - 4,689.62
Lease liabilities 1,376.89 2,963.52 - 4,340.41
Other financial liabilities 6,985.83 - - 6,985.83
Cash-settled share based payment liabilities - 9,512.74 - 9,512.74
Total undiscounted financial liabilities 13,052.34 12,476.26 - 25,528.60
As at March 31, 2023
Less than 1 year 1-5 years More than 5 years Total
Financial liabilities
Trade payables 3,866.94 - - 3,866.94
Lease liabilities 970.10 2,941.09 - 3,911.19
Other financial liabilities 28,428.08 - - 28,428.08
Total undiscounted financial liabilities 33,265.12 2,941.09 - 36,206.21
Changes in liabilities arising from financing and non-cash financing activities:
April 01, 2025 New loans Cash flows Interest September 30, 2025
Short term borrowings - 887.37 (888.48) 1.11 -
April 01, 2023 New loans Cash flows Interest March 31, 2024
Short term borrowings - 8,300.45 (8,311.57) 11.12 -
April 01, 2022 New loans Cash flows Interest March 31, 2023
Short term borrowings - 7,253.77 (7,262.72) 8.95 -
There are no new loans availed or repaid during the year ended March 31, 2025 and the six months period ended September 30, 2024.
(This space has been intentionally left blank)
364PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
33. Financial risk management objectives and policies (continued)
c) Foreign currency risk
The Group’s exposure to currency risk relates primarily to the Group’s operating activities where the transactions are denominated in a currency other than the Group’s functional currency.
The carrying amounts of the Group’s foreign currency exposure at the end of the reporting period are as follows :
As at September 30, 2025
Particulars USD AED SGD EUR Total
Financial assets 92.61 - - - 92.61
Financial liabilities 238.00 - 4.21 - 242.21
As at September 30, 2024
Particulars USD AED SGD EUR Total
Financial assets 113.75 38.34 - - 152.09
Financial liabilities 58.10 1.82 29.57 0.47 89.96
As at March 31, 2025
Particulars USD AED SGD EUR Total
Financial assets 60.55 - - - 60.55
Financial liabilities 2,426.20 5.12 6.48 - 2,437.80
As at March 31, 2024
Particulars USD AED SGD EUR Total
Financial assets 73.07 38.72 - 0.31 112.10
Financial liabilities 258.10 - 4.06 - 262.16
As at March 31, 2023
Particulars USD AED SGD EUR Total
Financial assets 229.61 - - - 229.61
Financial liabilities 20,786.09 - - - 20,786.09
Foreign exchange rate sensitivity
ThefluctuationinforeigncurrencyexchangeratesmayhavepotentialimpactontheRestatedConsolidatedSummaryStatementofProfitandLossandRestatedConsolidatedSummaryStatementofChangesin
Equity,whereanytransactionreferencesmorethanonecurrencyorwhereassets/liabilitiesaredenominatedinacurrencyotherthanthefunctionalcurrencyoftheGroup.TheimpactontheGroup’sProfit/loss
before tax due to changes in the foreign currency rate is as below:
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Percentage points (+/-) 5% (+/-) 5% (+/-) 5% (+/-) 5% (+/-) 5%
Increase/decrease in loss before tax 7.48 3.11 118.86 7.50 1,027.82
d) Interest rate risk
InterestrateriskistheriskthatthefairvalueorfuturecashflowsoftheGroup’sfinancialinstrumentswillfluctuatebecauseofchangesinmarketinterestrates.TheGrouphasinvestmentsincommercialpapers
withhighcreditrating(heldtillmaturity)withfixedyieldandindepositswithcounterpartiesbearingfixedinterestrates.ThereisnointerestrateriskastheGroupdoesnothaveborrowingsattheendofthe
current period (September 30, 2024: Nil; March 31, 2025: Nil; March 31, 2024: Nil; March 31, 2023: Nil).
34. Fair value hierarchy
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price).
Financial instruments whose carrying amounts approximate fair value
Thecarryingvaluesoftradereceivables,loans,otherassets,cashandcashequivalents,bankbalancesotherthancashandcashequivalents,tradepayables,leaseliabilities,otherliabilitiesincludingbalanceswith
related parties, based on their notional amounts, reasonably approximate their fair values because these are mostly short term in nature.
Fair value of financial instruments that are carried at fair value [refer note 6]
There were no transfers between Level 1, Level 2 and Level 3 during the period/ year.
The following table shows an analysis of financial instruments carried at fair value by level of fair value hierarchy:
As at September 30, 2025
Financial assets measured at fair value: Significant
Quoted prices in Significant
Total unobservable inputs
active markets * observable inputs
**
(Level 1) (Level 2) (Level 3)
Investments (through Other Comprehensive Income) 278.69 - - 278.69
Investments (through Profit and Loss) 70,650.63 70,650.63 - -
70,929.32 70,650.63 - 278.69
As at September 30, 2024
Financial assets measured at fair value: Significant
Quoted prices in Significant
Total unobservable inputs
active markets * observable inputs
**
(Level 1) (Level 2) (Level 3)
Investments (through Other Comprehensive Income) 210.79 - - 210.79
Investments (through Profit and Loss) 4,962.12 4,962.12 - -
5,172.91 4,962.12 - 210.79
As at March 31, 2025
Financial assets measured at fair value: Significant
Quoted prices in Significant
Total unobservable inputs
active markets * observable inputs
**
(Level 1) (Level 2) (Level 3)
Investments (through Other Comprehensive Income) 210.79 - - 210.79
Investments (through Profit and Loss) 14,645.55 14,645.55 - -
14,856.34 14,645.55 - 210.79
365PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
34. Fair value hierarchy (continued)
The following table shows an analysis of financial instruments carried at fair value by level of fair value hierarchy: (continued)
As at March 31, 2024
Financial assets measured at fair value: Significant
Quoted prices in Significant
Total unobservable inputs
active markets * observable inputs
**
(Level 1) (Level 2) (Level 3)
Investments (through Other Comprehensive Income) 149.60 - - 149.60
Investments (through Profit and Loss) 343.64 343.64 - -
493.24 343.64 - 149.60
As at March 31, 2023
Financial assets measured at fair value: Significant
Quoted prices in Significant
Total unobservable inputs
active markets * observable inputs
**
(Level 1) (Level 2) (Level 3)
Investments (through Other Comprehensive Income) 116.70 - - 116.70
Investments (through Profit and Loss) 14,393.97 14,393.97 - -
14,510.67 14,393.97 - 116.70
* Represents investment in quoted mutual funds valued at net asset value available in active market.
**Thisinvestmentinequityinstrumentsarenotheldfortrading.Instead,theyareheldformediumorlongtermstrategicpurposes.UpontheapplicationofInd-AS109,theGrouphaschosentodesignatethese
investmentsinequityinstrumentsatFVTOCIastheGroupbelievesthisprovidesamoremeaningfulpresentationformediumorlongtermstrategicinvestments,thanreflectingchangesinfairvalueimmediately
in profit and loss.
Following table describes the valuation techniques used and key inputs thereto for the level 3 financial assets:
Financial assets Valuation techniques Significant unobservable inputs Sensitivity of the input to fair value
A one percentage point change in the unobservable inputs used in fair
Investment in equity instruments of other entities Market approach Net asset value valuation of Level 3 assets does not have a significant impact in its
value.
Set out below is the movement of the carrying amounts of the Group’s financial instruments classified under level 3:
For the six months For the six months
For the year ended For the year ended For the year ended
period ended period ended
March 31, 2025 March 31, 2024 March 31, 2023
September 30, 2025 September 30, 2024
Opening balance 210.79 149.60 149.60 116.70 77.02
Changes in fair value 67.90 61.19 61.19 32.90 39.68
Closing balance 278.69 210.79 210.79 149.60 116.70
Financial assets not measured at fair value:
As at September 30, 2025
Quoted prices in Significant Significant
Total
active markets observable inputs unobservable inputs
(Level 1) (Level 2) (Level 3)
Investments (at amortised cost) 7,225.87 - 7,225.87 -
7,225.87 - 7,225.87 -
As at September 30, 2024
Quoted prices in Significant Significant
Total
active markets observable inputs unobservable inputs
(Level 1) (Level 2) (Level 3)
Investments (at amortised cost) 34,898.95 - 34,898.95 -
34,898.95 - 34,898.95 -
As at March 31, 2025
Quoted prices in Significant Significant
Total
active markets observable inputs unobservable inputs
(Level 1) (Level 2) (Level 3)
Investments (at amortised cost) 20,177.52 - 20,177.52 -
20,177.52 - 20,177.52 -
As at March 31, 2024
Quoted prices in Significant Significant
Total
active markets observable inputs unobservable inputs
(Level 1) (Level 2) (Level 3)
Investments (at amortised cost) 24,329.19 - 24,329.19 -
24,329.19 - 24,329.19 -
As at March 31, 2023
Quoted prices in Significant Significant
Total
active markets observable inputs unobservable inputs
(Level 1) (Level 2) (Level 3)
Investments (at amortised cost) 36,615.11 - 36,615.11 -
36,615.11 - 36,615.11 -
366PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
35. Contingent liabilities and commitments
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
a. Contingent liability - - - - -
b. Commitments
- Towards property, plant and equipment (net of capital advances) 3,548.30 2,322.42 2,404.26 3,587.44 5,492.79
- Towards right-of-use assets [refer note 15] 1,956.63 253.41 - 9.60 -
TheGrouphasreviewedallpendinglitigationsandproceedingsandhasadequatelyprovidedforwhereprovisionsarerequiredanddisclosedthecontingentliabilitiesinitsRestatedConsolidatedSummary
Statements where financial outflow is not probable.
36. RBI Inspection
TheGroup'sPrepaidPaymentInstruments("PPIs")andBharatBillPaymentOperatingUnit("BBPOU")LicencesweresubjecttoinspectionbytheRegulator.TheGroupreceivedanInspectionReportdatedJune
06,2025fromtheRBIfortheinspectionperiodOctober2023toDecember2024.TheGrouphassubmitteditsresponsesaddressingtheobservationsandisintheprocessofaddressingthefollowupclarifications
received from the regulator in this regard, based on its internal assessment, the Group is of the view these will not have any material impact on the operation and financial statements.
(This space has been intentionally left blank)
367PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
37. Ratio Analysis
Reason for variances exceeding
As at As at
Ratio Numerator Denominator % Change 25% as compared to previous
September 30, 2025 September 30, 2024
year
Duetoincreaseincurrentliabilities
Current ratio Current assets Current liabilities 1.58 3.97 (60.31%)
as at September 30, 2025
Return on Equity ratio* Net profit after taxes Average shareholder’s equity (15.06%) (12.91%) 16.65% NA
Trade Receivable Turnover ratio* Revenue from operations Average Trade Receivable 6.21 5.87 5.79% NA
Payment processing
Trade Payable Turnover ratio* charges+other expenses-non-cashAverage Trade Payables 3.15 3.09 1.98% NA
expenditure
Working capital = Current assets
Net Capital Turnover ratio* Revenue from operations 0.56 0.48 16.67% NA
– Current liabilities
Net Profit ratio Net profit before taxes Revenue from operations (37.02%) (37.62%) (1.61%) NA
DuetodecreaseinEarningsbefore
Earnings before interest and Capital Employed = Tangible interest and taxes during the six
Return on Capital Employed* (25.07%) (18.55%) 35.10%
taxes Net Worth+Deferred tax liability monthsperiodendedSeptember30,
2025
Time weighted average
Return on Investment Income from investments 7.23% 7.72% (6.35%) NA
investments
Debt-equity and debt service coverage ratios are not applicable as the Group did not have any debt outstanding as at the period ended September 30, 2025 and September 30, 2024.
*Not annualised for September 30, 2025 and September 30, 2024.
Reason for variances exceeding
As at As at
Ratio Numerator Denominator % Change 25% as compared to previous
March 31, 2025 March 31, 2024
year
Due to increase in current liabilities
Current ratio Current assets Current liabilities 1.99 4.36 (54.36%)
as at March 31, 2025
Return on Equity ratio Net profit after taxes Average shareholder’s equity (18.22%) (23.52%) 22.55% NA
Trade Receivable Turnover ratio Revenue from operations Average Trade Receivable 12.16 13.53 (10.08%) NA
Payment processing
Trade Payable Turnover ratio charges+other expenses-non-cashAverage Trade Payables 5.75 6.91 16.73% NA
expenditure
Due to increase in revenue from
Working capital = Current assets
Net Capital Turnover ratio Revenue from operations 1.02 0.77 32.21% operations during the year ended
– Current liabilities
March 31, 2025
Due to increase in revenue from
Net Profit ratio Net profit before taxes Revenue from operations (24.39%) (39.62%) 38.44% operations during the year ended
March 31, 2025
Capital Employed = Tangible
Earnings before interest and
Return on Capital Employed Net Worth + Deferred tax (26.52%) (32.44%) 18.25% NA
taxes
liability
Time weighted average
Return on Investment Income from investments 7.72% 7.62% 1.31% NA
investments
Debt-equity and debt service coverage ratios are not applicable as the Group did not have any debt outstanding as at the year ended March 31, 2025 and March 31, 2024.
36837.Ratio Analysis (continued)
Reason for variances exceeding
As at As at
Ratio Numerator Denominator % Change 25% as compared to previous
March 31, 2024 March 31, 2023
year
Due tohighercurrentassets asat
Current ratio Current assets Current liabilities 4.36 2.08 109.19%
March 31, 2024
DuetohigherequityasatMarch31,
Return on Equity ratio Net profits after taxes Average shareholder’s equity (23.52%) (57.96%) (59.42%)
2024
Trade Receivable Turnover ratio Revenue from operations Average Trade Receivable 13.53 12.36 9.41% NA
Payment processing
Trade Payable Turnover ratio charges+other expenses-non-cashAverage Trade Payables 6.91 6.02 14.67% NA
expenditure
Working capital = Current assets
Net Capital Turnover ratio Revenue from operations 0.77 0.70 10.58% NA
– Current liabilities
Duetolowerexpenditureduringthe
Net Profit ratio Net Profit Revenue from operations (39.62%) (96.16%) (58.79%)
year ended March 31, 2024
Capital Employed = Tangible
Earnings before interest and Due to higher net worth during the
Return on Capital Employed Net Worth + Deferred tax (32.44%) (45.11%) (28.09%)
taxes year ended March 31, 2024
liability
Time weighted average Due to higher investments as at
Return on Investment Income from investments 7.62% 5.53% 37.79%
investments March 31, 2024
Debt-equity and debt service coverage ratios are not applicable as the Group did not have any debt outstanding as at the year ended March 31, 2024 and March 31, 2023.
(This space has been intentionally left blank)
369PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
38. Investment accounted for using equity method
TheGroupholds13.66%(March31,2025:18.74%;September30,2024:18.75%;March31,2024:18.86%;March31,2023:19.00%)interestinthevotingrightsofC.E.InfoSystemsLimited("C.E.Info")
(incorporated in India). Principal activities of C.E. Info include provision of GPS navigation and location based services.The country of incorporation is also its principal place of business.
OnJune13,2025,theGroupdivested5%ofitsholdinginC.E.Info,foratotalconsiderationofRs.4,808.94.GainarisingfromsuchsaleamountingtoRs.4,344.74hasbeendisclosedunderexceptionalitemsin
the Restated Consolidated Summary Statement of Profit and Loss.
ManagementhasassessedthelevelofinfluencethattheGroupexercisesonC.E.Infoanddeterminedthatithassignificantinfluencethroughtherighttoboardrepresentationandotherrelevantfactsand
circumstances, even though the shareholding is below 20%. Accordingly, C.E. info has been classified as an associate.
FairvalueoftheassociatebasedonthequotedmarketpriceasatSeptember30,2025amountstoRs.12,331.76(September30,2024:Rs.22,130.10;March31,2025:Rs.17,227.93;March31,2024:Rs.
19,007.98 and March 31, 2023: Rs. 10,120.00).
The Group received dividend of Rs. 26.17 during the current period (September 30, 2024: Rs. 35.69; March 31, 2025: Rs. 35.69; March 31, 2024: Rs. 30.59 and March 31,2023: Nil).
TheGrouphasdetermineditsshareofprofitsforthesixmonthsperiodendedSeptember30,2025andSeptember30,2024basedonauditedInterimConsolidatedFinancialStatementsofC.E.Infoandforthe
years ended March 31, 2025, March 31, 2024 and March 31, 2023 based on the audited Consolidated Finacial Statements of C.E. Info.
ThefollowingtableillustratesthesummarisedfinancialinformationoftheGroup’sinvestmentinC.E.InfobasedonitsauditedInterimConsolidatedFinancialStatementsforthesixmonthsperiodended
September 30, 2025 and September 30, 2024 and based on the audited Consolidated Finacial Statements of C.E. Info for the years ended March 31, 2025, March 31, 2024 and March 31, 2023:
As at As at As at As at As at
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Audited Audited Audited Audited Audited
Current assets 5,554.30 5,278.40 5,586.50 4,342.90 4,414.00
Non-current assets 4,190.30 3,151.10 3,831.00 3,576.50 2,291.20
Current liabilities (1,231.20) (1,016.50) (1,353.70) (1,193.20) (1,133.50)
Non-current liabilities (183.20) (131.50) (146.80) (129.10) (148.90)
Equity 8,330.20 7,281.50 7,917.00 6,597.10 5,422.80
Less:Share based payment reserve (123.20) (171.48) (142.60) (159.20) (167.40)
Less:Non-controlling interest (1.20) (6.30) (9.60) (5.60) (1.40)
Adjusted Equity 8,205.80 7,103.72 7,764.80 6,432.30 5,254.00
Group’s share (undiluted) 1,120.91 1,331.95 1,455.12 1,213.13 998.26
Amount identified as goodwill 180.24 222.35 238.40 243.68 247.49
Group’s carrying amount of the investment 1,301.15 1,554.30 1,693.52 1,456.81 1,245.75
For the six months For the six months
For the year ended For the year ended For the year ended
period ended period ended
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
Audited Audited Audited Audited Audited
Total revenue 2,353.80 2,051.60 4,632.50 3,794.20 2,814.60
Other income 241.20 200.30 524.40 381.60 343.20
Total expenses (1,674.40) (1,364.10) (3,060.90) (2,409.40) (1,762.40)
Share of profit of equity accounted investee (33.20) (9.10) (39.10) (15.20) (2.80)
Income tax (244.10) (216.30) (581.00) (407.40) (317.30)
Profit after tax (PAT) for the period/ year (continuing operations) 643.30 662.40 1,475.90 1,343.80 1,075.30
Other Comprehensive Income/ (loss) 7.40 5.50 4.10 (26.90) 4.90
Total comprehensive income for the period/ year 650.70 667.90 1,480.00 1,316.90 1,080.20
PAT for the period/ year attributable to owners of C.E. Info 646.20 661.70 1,471.90 1,339.60 1,072.50
OCI for the period/ year attributable to owners of C.E. Info 7.40 5.40 3.90 (25.70) 4.90
Group’s share of profit 96.97 135.26 271.55 254.38 204.51
Group’s share of other comprehensive income/ (loss) for the period/ year, net of 1.01 1.03 0.85 (3.23) 0.68
taxes
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370PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
39. Business combinations
Acquisitions during the year ended March 31, 2023
(i) Wealth Technology and Services Private Limited ("WealthTech")
PhonePeWealthBrokingPrivateLimited("PPWB")acquired100%controlofWealthTechonAugust4,2022foratotalconsiderationofRs.2,615.53.ThisacquisitionisexpectedtostrengthentheGroup'sstock
brokingbusinessandqualifiesasabusinessasdefinedinInd-AS103-BusinessCombinations.Thefairvalueofamountsrecognisedinrespectoftheidentifiableassetsacquiredandliabilitiesassumedasatthe
acquisition date are as set out in the table below:
Fair value recognised on
acquisition
Assets (a):
Financial assets
Trade receivables 2.76
Cash and Cash Equivalents 66.43
Other financial assets 58.79
Other assets 7.07
Property, plant and equipment 0.24
Intellectual property rights (Identified Intangible assets) 188.13
Liabilities (b):
Financial liabilities
Trade Payables (9.31)
Borrowings (15.64)
Other liabilities (1.70)
Provision for employee benefits (1.95)
Deferred tax assets/(liabilities) (47.35)
Total identifiable assets acquired and liabilities assumed (c = (a)+(b)) 247.47
Goodwill arising on acquisition (d) 2,368.06
Total consideration payable ((c)+(d)) 2,615.53
Total consideration satisfied by:
Cash consideration 2,615.53
Net cash outflow arising on acquisition:
Cash consideration (2,615.53)
Add: cash and cash equivalent balances acquired 66.43
Net cash outflow arising on acquisition: (2,549.10)
ThegoodwillofRs.2,368.06iscalculatedastheexcessoftheconsiderationtransferredoverthenetassetsrecognisedandrepresentsanticipatedsynergiesofacquiringWealthTech.Goodwillrecognisedasaresult
of these acquisitions is not deductible for tax purposes.
The acquisition date fair value of the financial assets amounts to Rs. 61.55. The gross amount of financial assets is Rs. 61.55. However, none of the financial assets is credit impaired and it is expected that the full
contractual amounts can be collected.
Fromthedateofacquisition,WealthTechhascontributedRs.52.39ofrevenuefromoperationsandRs.352.13totherestatedprofit/(loss)beforetax.Ifthecombinationhadtakenplaceatthebeginningofyear
ended March 31, 2023, the WealthTech revenue from operations would have been Rs. 68.50 and the restated profit/ (loss) before tax would have been Rs. 460.69.
(ii) Quantech Capital Investment Advisors Private Limited ("OpenQ")
OnSeptember28,2022PhonePeWealthBrokingPrivateLimitedacquired100%controllingstakeintheissuedsharecapitalofOpenQ.ThisacquisitionisexpectedtostrengthentheGroup'sstockbroking
businessandqualifiesasabusinessasdefinedinInd-AS103-BusinessCombinations.Thefairvalueofamountsrecognisedinrespectoftheidentifiableassetsacquiredandliabilitiesassumedasattheacquisition
date are as set out in the table below:
Fair value recognised on
acquisition
Assets (a):
Financial assets
Trade receivables 0.59
Cash and cash equivalents 1.67
Other financial assets 1.09
Other assets 2.05
Property, plant and equipment 0.05
Intellectual property rights (Identified Intangible assets) 92.47
Liabilities (b):
Financial liabilities
Trade payables (2.08)
Borrowings (13.21)
Other liabilities (0.33)
Provision for employee benefits -
Deferred tax assets/(liabilities) (23.39)
Total identifiable assets acquired and liabilities assumed (c = (a)+(b)) 58.91
Goodwill arising on acquisition (d) 697.70
Total consideration payable ((c)+(d)) 756.61
Total consideration satisfied by:
Cash consideration 756.61
Net cash outflow arising on acquisition:
Cash consideration (756.61)
Add: cash and cash equivalent balances acquired 1.67
Net cash outflow arising on acquisition: (754.94)
ThegoodwillofRs.697.70iscalculatedastheexcessoftheconsiderationtransferredoverthenetassetsrecognisedandrepresentsanticipatedsynergiesofacquiringOpenQ.Goodwillrecognisedasaresultof
these acquisitions is not deductible for tax purposes.
TheacquisitiondatefairvalueofthefinancialassetsamountstoRs.1.68.ThegrossamountoffinancialassetsisRs.1.68.However,noneofthefinancialassetsiscreditimpairedanditisexpectedthatthefull
contractual amounts can be collected.
Fromthedateofacquisition,OpenQhascontributedRs.5.76ofrevenuefromoperationsandRs.89.92totherestatedprofit/(loss)beforetax.Ifthecombinationhadtakenplaceatthebeginningofyearended
March 31, 2023, the OpenQ revenue from operations would have been Rs. 11.88 and the restated profit/ (loss) before tax would have been Rs. 106.20.
IfthecombinationofWealthTechandOpenQhadtakenplaceatthebeginningofyearendedMarch31,2023,theGroup'srevenuefromoperationswouldhavebeenRs.28,165.10andtherestatedprofit/(loss)
before tax would have been Rs. 28,148.33.
(This space has been intentionally left blank)
371PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
39. Business combinations (continued)
(iii) Acquisition of Indus Appstore (Singapore) Pte Ltd. (Formerly known as 'OSLabs Pte. Ltd') ("Indus")
HeadstandPteLtd(incorporatedinSingapore)(formerlyknownas'PhonePePrivateLimited')(erstwhileimmediateholdingcompany),hadacquired100%controllingstakeinIndusinJuly28,2022.Headstand
PteLtdhadaccountedforthetransactioninitsConsolidatedFinancialStatementsusingtheacquisitionmethod,withnon-controllinginterestsmeasuredatfairvalueoninitialrecognition.Further,pursuanttothe
sharepurchaseagreementexecutedonOctober03,2022betweentheCompanyandHeadstandPte.Ltd,theentireshareholdingofHeadstandPte.LtdinInduswasacquiredbytheCompanyforacash
considerationofRs.5,763.75.ThevalueofassetsandliabilitiesacquiredfromHeadstandPte.Ltdhavebeenrecordedinaccordancewiththe“PoolingofInterestMethod”laiddownbyAppendixCofIndian
Accounting Standard 103 (Ind-AS 103) - (Business combinations of entities under common control), notified under the Companies Act, 2013.
Accordingly,allassetsincludinggoodwillrecognisedonacquisitionofIndus,liabilitiesandreservesofIndushavebeenrecordedinthebooksofaccountoftheCompanyattheirexistingcarryingamountsandin
thesameformaswasaccountedforbyHeadstandPte.LtdonJuly282022,beingthedateonwhichcontrolwasinitiallyobtainedbyHeadstandPte.LtdinIndus.Thedifference,betweentheconsiderationpaidby
theCompanyandallassets,liabilitiesandreservesofIndus,hasbeencreditedtocapitalreserve.RestatementoffinancialstatementswasnotwarrantedasacquisitionofcontrolbyHeadstandPte.Ltdwasalso
completed in the same financial year.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed along with the non-controlling interest as at the acquisition date are as under:
Carrying value recognised
Assets (a):
Financial assets
Trade receivables 270.64
Cash and cash equivalents 23.19
Other financial assets 34.31
Other assets 111.26
Property, plant and equipment 16.25
Goodwill 6,846.85
Intellectual property rights (Identified Intangible assets) 1,244.00
Liabilities (b):
Financial liabilities
Trade payables (539.20)
Borrowings (237.55)
Other financial liabilities (0.55)
Other liabilities (23.71)
Provision for employee benefits (27.78)
Deferred tax assets/(liabilities) (313.11)
Total identifiable assets acquired and liabilities assumed (c = (a)+(b)) 7,404.60
Less: assets allocated to non-controlling interest - at fair value (d) * 275.58
Net identifiable assets acquired and liabilities assumed (e = c - d) 7,129.02
Total consideration payable (f) 5,763.75
Amount credited to capital reserve on account of common control transaction (g = (f)-(e)) (1,365.27)
Net cash outflow/ adjustments arising on acquisition:
Cash consideration paid to Headstand Pte. Ltd [refer note 28] (5,763.75)
Add: cash and cash equivalent balances acquired 23.19
Net cash outflow/ adjustments arising on acquisition: (5,740.56)
*This NCI represents stock options held by employees at the acquisition date.
Subsequent to the acquisition date, an amount of Rs. 134.53 was settled towards the remaining interest of the non-controlling interest in Indus.
(iv) Acquisition of additional interest in PhonePe Lending Services Private Limited (formerly known as 'PhonePe Credit Services Private Limited')
DuringtheyearendedMarch31,2023,theCompanyacquiredtheremainingequityinterestof11.21%intheissuedsharecapitalofPhonePeLendingServicesPrivateLimited(formerlyknownas'PhonePeCredit
ServicesPrivateLimited')foracashconsiderationofRs.145.10.Pursuanttothis,PhonePeLendingServicesPrivateLimited(formerlyknownas'PhonePeCreditServicesPrivateLimited')becameawholly
owned subsidiary of the Group (equity interest of the Company as at March 31, 2022 - 88.79%).
FollowingisascheduleofadditionalinterestacquiredinIndusAppstore(Singapore)PteLtd.andPhonePeLendingServicesPrivateLimited(formerlyknownas'PhonePeCreditServicesPrivateLimited')during
the year ended March 31, 2023:
Non controlling Non controlling Cash consideration Difference recognised in
interest acquired % interest acquired paid other reserves
Indus Appstore (Singapore) Pte Ltd. * 275.58 134.53 141.05
PhonePe Lending Services Private Limited
11.21% 145.10 145.10 -
(formerly known as 'PhonePe Credit Services Private Limited')
420.68 279.63 141.05
*This NCI represents stock options held by employees at the acquisition date.
40. Other statutory information for the six months period ended September 30, 2025, September 30, 2024 and years ended March 31, 2025, March 31, 2024 and March 31, 2023:
(i) The Group does not have any outstanding loans and has not been declared as wilful defaulter by any bank or financial institution or other lender.
(ii) TheGroupdoesnothaveanyBenamipropertyundertheBenamiTransactions(Prohibition)Act,1988andrulesmadethereunder,whereanyproceedinghasbeeninitiatedorpendingagainsttheGroupfor
holding any Benami property.
(iii) The Group has not revalued its Property, plant & equipment, Intangible assets and Right-of-use assets during the period/ year.
(iv) The Group does not have any balances with any company struck off under Section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.
(v) The Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(vi) The Group has not traded or invested in Crypto currency or Virtual Currency during the current period/ year.
(vii) The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(viii) The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(ix)TheGroupdoesnothaveanytransactionwhichisnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringtheperiod/yearinthetaxassessmentsundertheIncomeTax
Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(x)TheGrouphasnotgrantedanyloansandadvancestopromoters,directors,KMP'sandotherrelatedparties(asdefinedunderCompaniesAct,2013)thatarerepayableondemandorwithoutspecifyingany
terms or period of repayment during the period/ year.
(xi) The Group has complied with the number of layers prescribed under clause (87) of Section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
372PhonePe Private Limited
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
41. Statutory Group Information
Additional information pursuant to paragraph 2 of Part III of Division II of Schedule III to the Companies Act, 2013 'General instructions for preparation of consolidated financial statements'.
Net assets i.e. total assets minus total liabilities Share in Profit or (Loss) Share in Other Comprehensive Income Share in Total Comprehensive Income
Group companies As % of consolidated As % of consolidated
As % of consolidated net As % of consolidated
Amount Amount other comprehensive Amount total comprehensive Amount
assets profit and loss
income income
Holding company
India
PhonePe Limited (formerly known as 'PhonePe Private Limited')
September 30, 2025 95.48% 124,039.36 64.20% (9,170.68) 187.72% 35.78 64.03% (9,134.90)
September 30, 2024 96.72% 114,229.14 58.83% (7,102.60) 115.97% 23.02 58.74% (7,079.58)
March 31, 2025 96.40% 117,107.42 58.00% (12,645.19) 46.23% 34.20 58.04% (12,610.99)
March 31, 2024 95.24% 111,978.16 62.36% (11,660.16) (16.22%) 1.74 62.32% (11,658.42)
March 31, 2023 92.14% 84,323.38 75.82% (21,078.54) 96.00% 45.81 75.77% (21,032.73)
Subsidiaries
India
PhonePe Technology Services Private Limited
September 30, 2025 0.01% 15.75 0.14% (20.07) (1.57%) (0.30) 0.14% (20.37)
September 30, 2024 0.02% 23.25 0.47% (56.20) (0.86%) (0.17) 0.47% (56.37)
March 31, 2025 0.03% 35.88 0.52% (113.40) (0.41%) (0.30) 0.52% (113.70)
March 31, 2024 0.04% 49.64 1.19% (223.40) 3.73% (0.40) 1.20% (223.80)
March 31, 2023 0.03% 23.44 0.06% (17.34) (0.21%) (0.10) 0.06% (17.44)
PhonePe Insurance Broking Services Private Limited
September 30, 2025 1.01% 1,317.13 3.52% (503.36) (4.83%) (0.92) 3.53% (504.28)
September 30, 2024 1.54% 1,822.28 1.67% (201.46) (7.20%) (1.43) 1.68% (202.89)
March 31, 2025 1.50% 1,821.41 0.94% (204.82) 1.42% 1.05 0.94% (203.77)
March 31, 2024 1.34% 1,575.18 13.23% (2,472.91) 27.59% (2.96) 13.24% (2,475.87)
March 31, 2023 1.96% 1,791.05 15.37% (4,273.28) 3.54% 1.69 15.39% (4,271.59)
PhonePe Wealth Broking Private Limited
September 30, 2025 2.92% 3,797.82 6.33% (903.65) (14.59%) (2.78) 6.35% (906.43)
September 30, 2024 3.02% 3,569.99 17.23% (2,079.51) (9.42%) (1.87) 17.27% (2,081.38)
March 31, 2025 3.54% 4,304.25 14.21% (3,097.12) (0.01%) (0.01) 14.26% (3,097.13)
March 31, 2024 3.19% 3,751.38 9.71% (1,814.94) 37.47% (4.02) 9.72% (1,818.96)
March 31, 2023 3.83% 3,500.34 4.60% (1,278.51) (3.58%) (1.71) 4.61% (1,280.22)
Pincode Shopping Solutions Private Limited
(formerly known as ‘PhonePe Shopping Solutions Private Limited’)
September 30, 2025 (0.24%) (317.25) 14.40% (2,056.51) (12.43%) (2.37) 14.43% (2,058.88)
September 30, 2024 (0.55%) (648.50) 12.18% (1,470.83) -9.92% (1.97) 12.22% (1,472.80)
March 31, 2025 (0.01%) (8.36) 12.99% (2,832.02) (0.87%) (0.64) 13.04% (2,832.66)
March 31, 2024 (0.06%) (75.70) 5.73% (1,070.60) 11.84% (1.27) 5.73% (1,071.87)
March 31, 2023 0.11% 96.17 0.01% (1.42) 0.00% - 0.01% (1.42)
PhonePe Finance Private Limited
September 30, 2025 0.11% 148.25 (0.02%) 2.36 0.00% - (0.02%) 2.36
September 30, 2024 0.13% 148.29 (0.01%) 1.36 0.00% - (0.01%) 1.36
March 31, 2025 0.12% 145.90 0.00% (1.03) 0.00% - 0.00% (1.03)
March 31, 2024 0.12% 146.90 (0.01%) 1.64 0.00% - (0.01%) 1.64
March 31, 2023 0.16% 145.31 0.01% (2.47) 0.00% - 0.01% (2.47)
PhonePe Lending Services Private Limited
(formerly known as 'PhonePe Credit Services Private Limited')
September 30, 2025 (2.56%) (3,325.46) 2.98% (425.43) (13.80%) (2.63) 3.00% (428.06)
September 30, 2024 (1.51%) (1,786.67) 4.21% (507.94) -6.60% (1.31) 4.23% (509.25)
March 31, 2025 (2.38%) (2,897.44) 7.44% (1,620.93) 1.23% 0.91 7.46% (1,620.02)
March 31, 2024 (1.09%) (1,277.42) 6.86% (1,282.23) 12.30% (1.32) 6.86% (1,283.55)
March 31, 2023 0.01% 6.14 0.82% (227.03) 8.80% 4.20 0.80% (222.83)
373PhonePe Private Limited
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
41. Statutory Group Information (continued)
Net assets i.e. total assets minus total liabilities Share in Profit or (Loss) Share in Other Comprehensive Income Share in Total Comprehensive Income
Group companies As % of consolidated As % of consolidated
As % of consolidated net As % of consolidated
Amount Amount other comprehensive Amount total comprehensive Amount
assets profit and loss
income income
Indus Appstore Private Limited
(formerly known as 'OSLabs Technology (India) Private Limited')
September 30, 2025 (1.51%) (1,955.22) 9.13% (1,303.70) (19.36%) (3.69) 9.16% (1,307.39)
September 30, 2024 (2.65%) (3,127.41) 6.68% (806.34) -4.84% (0.96) 6.70% (807.30)
March 31, 2025 (2.53%) (3,067.71) 7.23% (1,575.58) (0.01%) (0.01) 7.25% (1,575.59)
March 31, 2024 (1.97%) (2,320.07) 6.58% (1,229.89) 43.15% (4.63) 6.60% (1,234.52)
March 31, 2023 (1.19%) (1,085.54) 4.08% (1,135.38) 13.43% 6.41 4.07% (1,128.97)
Singapore
Indus Appstore (Singapore) Pte. Ltd.
(formerly known as 'OSLabs Pte. Limited')
September 30, 2025 3.77% 4,891.75 0.01% (0.74) (26.44%) (5.04) 0.04% (5.78)
September 30, 2024 1.96% 2,316.71 (0.13%) 15.74 17.68% 3.51 (0.16%) 19.25
March 31, 2025 1.94% 2,353.35 (0.08%) 17.98 51.26% 37.92 (0.26%) 55.90
March 31, 2024 1.95% 2,297.61 (4.29%) 802.38 (49.95%) 5.36 (4.32%) 807.74
March 31, 2023 1.59% 1,455.28 (0.03%) 8.23 (19.40%) (9.26) 0.00% (1.03)
United Arab Emirates
PhonePe International Holdings Limited
September 30, 2025 0.00% - 0.00% - 0.00% - 0.00% -
September 30, 2024 NA NA NA NA NA NA NA NA
March 31, 2025 NA NA NA NA NA NA NA NA
March 31, 2024 NA NA NA NA NA NA NA NA
March 31, 2023 NA NA NA NA NA NA NA NA
Associate (Investment accounted using the equity method)
C.E. Info Systems Limited
September 30, 2025 1.00% 1,301.15 (0.68%) 96.97 5.30% 1.01 (0.69%) 97.98
September 30, 2024 1.32% 1,554.30 (1.12%) 135.26 5.20% 1.03 (1.13%) 136.29
March 31, 2025 1.39% 1,693.52 (1.25%) 271.55 1.15% 0.85 (1.25%) 272.40
March 31, 2024 1.24% 1,456.81 (1.36%) 254.38 30.10% (3.23) (1.34%) 251.15
March 31, 2023 1.36% 1,245.75 (0.74%) 204.51 1.42% 0.68 (0.74%) 205.19
Total
September 30, 2025 100.00% 129,913.28 100.00% (14,284.81) 100.00% 19.06 100.00% (14,265.75)
September 30, 2024 100.00% 118,101.38 100.00% (12,072.52) 100.00% 19.85 100.00% (12,052.67)
March 31, 2025 100.00% 121,488.22 100.00% (21,800.56) 100.00% 73.97 100.00% (21,726.59)
March 31, 2024 100.00% 117,582.49 100.00% (18,695.73) 100.00% (10.73) 100.00% (18,706.46)
March 31, 2023 100.00% 91,501.32 100.00% (27,801.23) 100.00% 47.72 100.00% (27,753.51)
Adjustments arising out of consolidation
September 30, 2025 - (33,163.95) - (159.41) - 16.55 - (142.86)
September 30, 2024 - (26,241.69) - 40.47 - (4.05) - 36.42
March 31, 2025 - (26,397.10) - 4,526.46 - (1.39) - 4,525.07
March 31, 2024 - (23,030.09) - (1,265.98) - (5.59) - (1,271.57)
March 31, 2023 - (16,318.70) - (159.46) - (14.10) - (173.56)
Grand Total
September 30, 2025 - 96,749.33 - (14,444.22) - 35.61 - (14,408.61)
September 30, 2024 - 91,859.69 - (12,032.05) - 15.80 - (12,016.25)
March 31, 2025 - 95,091.12 - (17,274.10) - 72.58 - (17,201.52)
March 31, 2024 - 94,552.40 - (19,961.71) - (16.32) - (19,978.03)
March 31, 2023 - 75,182.62 - (27,960.69) - 33.62 - (27,927.07)
374PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VI - Notes to the Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
42. Transfer Pricing
TheGrouphasestablishedacomprehensivesystemformaintenanceofinformationanddocumentsasrequiredbythetransferpricinglegislationunderSections92-92FoftheIncome
TaxAct,1961.InthisregardtheAccountant'sReport(Form3CEB),certifiedbyaCharteredAccountant,hasbeentimelyfiledwiththetaxauthoritiesforthefinancialyears2025,
2024, and 2023.
Furthersincethelawrequirescontemporaneoustransferpricingdocumentation,theGroupisintheprocessofupdatingthedocumentationinrespectofinternationaltransactions
enteredintowiththeassociatedenterprisesduringthesixmonthsperiodendedSeptember30,2025,andexpectssuchrecordstobeinexistenceonorbeforetheduedateprescribed
under the law.
Themanagementisoftheopinionthattheinternationaltransactionsenteredareatarm’slengthandthattheaforesaidtransferpricinglegislationisnotexpectedtohaveanyimpacton
the Restated Consolidated Financial Information.
43. Segment reporting
TheGroup'soperatingsegmentsaredeterminedbyhowtheChiefOperatingDecisionMaker(CODM)allocatesresourcesandevaluatesperformance.FortheGroup,theCODMis
itsBoardofDirectors,whoconsistentlyreviewsfinancialandoperationalresultsonaconsolidatedbasis.Consequently,theGroupoperatesasasingleoperatingsegment,asthe
Board of Directors makes all resource allocation decisions and assesses performance at a consolidated level.
Information about geographical areas:
TheGroupderivesitsrevenuefromrenderingofservicesinIndia.Allnon-currentsegmentalassetsincludingproperty,plantandequipment,intangibleassets,right-of-useassets,and
other non-current assets are located in India.
44. Back up of servers
For the year ended March 31, 2025
TheGroupmaintainsproperbooksofaccount,inelectronicmodeonserversphysicallylocatedinIndiainaccordancewiththeprovisionsofSection128oftheCompaniesAct,2013
andtheCompanies(Accounts)Rules,2014(asamended).TheGroupalsousesancillaryapplicationwhereback-upsaretakenonadailybasis,howeverthelocationofthebackup
servers are not mentioned in the System and organization controls report (SOC Report).
45. Audit Trail
For the year ended March 31, 2025
The HoldingCompanyanditssubsidiaries,incorporatedinIndia,("GroupCompanies")haveusedaccountingsoftwareformaintainingitsbooksofaccountwhichhasafeatureof
recordingaudittrail(editlog)facilityandthesamehasoperatedforallrelevanttransactionsrecordedinthesoftwareduringtheperiodApril25,2024toMarch31,2025.Further,no
instanceofaudittrailfeaturebeingtamperedwithwasnotedinrespectofaccountingsoftware(s)wheretheaudittrailhasbeenenabled,theaudittrailfortheyearendedMarch31,
2025hasbeenpreservedbytheGroupCompaniesasperthestatutoryrequirementsforrecordretentiontotheextentitwasenabledandrecorded.However,theaudittrailfeaturein
respectofthelegacyaccountingsoftwareintheyearendedMarch31,2024wasnotenabledandaccordingly,audittrailfortheyearendedMarch31,2024hasnotbeenpreservedby
the Group Companies.
Further,theHoldingCompanyandonesubsidiaryhaveusedcertainotheraccountingsoftware(s)formaintainingitsbooksofaccountwhichdoesnothavethefeatureofrecording
audit trail (edit log).
TheHoldingCompanyhasalsousedanancillaryaccountingsoftwarewhichisoperatedbyathird-partysoftwareserviceprovider,formaintainingitsbooksofaccountandforsuch
application, the System and Organization Control (SOC) report does not include information related to audit trail.
IntheabsenceofinformationrelatedtoaudittrailinSOCreport,theHoldingCompanyisunabletoassesswhethertheaudittrailhasbeenpreservedasperthestatutoryrequirements
for record retention.
Theassociatehasusedaccountingsoftwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughout
theyearforallrelevanttransactionsrecordedinthesoftware.Further,therearenoinstanceofaudittrailfeaturebeingtamperedwith.Additionally,theaudittrailofprioryearhas
been preserved as per the statutory requirements for record retention.
46. Events occurring after the reporting period
TheCodeonSocialSecurity,2020('Code')relatingtoemployeebenefitsduringemploymentandpost-employmentbenefitsreceivedPresidentialassentinSeptember2020.The
CodehasbeenpublishedintheGazetteofIndiaandiseffectivefromNovember21,2025.Basedonapreliminaryassessment,themanagementbelievestheimpactoftheCode
published is not expected to be material to these Restated Consolidated Summary Statements.
The above statement should be read with Annexure V and Annexure VII to the Restated Consolidated Summary Statements.
As per our report of even date attached
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants PhonePe Limited (formerly known as 'PhonePe Private Limited')
Firm registration number: 101049W/E300004
per Bharath N S Sameer Nigam Rahul Chari
Partner CEO & Whole-time Director Whole-time Director
Membership no.: 210934 DIN: 02292840 DIN: 03052804
Place: Chennai Place: New Delhi Place: Bengaluru
Date: January 14, 2026 Date: January 14, 2026 Date: January 14, 2026
Adarsh Nahata Ankit G Popat
Chief Financial Officer Company Secretary and Compliance Officer
Membership No.: A20774
Place: Bengaluru Place: Bengaluru
Date: January 14, 2026 Date: January 14, 2026
375PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VII - Statement of adjustments to Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
All the amounts included in Independent Auditors Report have been converted into Indian rupees million for the purpose of disclosure under Part-B: Non-adjusting events.
Part A: Statement of restatement adjustments to audited consolidated financial statements
Material Restatement Adjustments:
These Restated Consolidated Summary Statements have been compiled from the Audited Consolidated Financial Statements and
(a)TheaccountingpoliciesappliedasatandforthesixmonthsperiodendedSeptember30,2024andtheyearsendedMarch31,2025,March31,2024andMarch31,2023areconsistentwith
those adopted in the preparation of Interim Consolidated Financial Statements for the six months period ended September 30, 2025;
(b) there were no material amounts which have been adjusted for in arriving at profit/ (loss) of the respective periods/ years; and
(c)therewerenomaterialadjustmentsforreclassificationofthecorrespondingitemsofincome,expenses,assetsandliabilities,inordertobringtheminlinewiththegroupingsaspertheAudited
Consolidated Financial Statements and the requirements of the SEBI Regulations.
(a) Reconciliation between audited consolidated total comprehensive income/(loss) and restated consolidated total comprehensive income/(loss):
For the six months For the six months
For the year ended For the year ended For the year ended
Particulars period ended period ended
March 31, 2025 March 31, 2024 March 31, 2023
September 30, 2025 September 30, 2024
A. Audited consolidated total comprehensive income/(loss) (14,408.61) (12,016.25) (17,201.52) (19,978.03) (27,927.07)
B. Material restatement adjustments
(i) Audit qualifications - - - - -
(ii) Other material adjustments
Change in accounting policies - - - - -
Other adjustments - - - - -
Total (B) - - - - -
C. Restated consolidated total comprehensive income/(loss) (A+B) (14,408.61) (12,016.25) (17,201.52) (19,978.03) (27,927.07)
(b) Reconciliation between audited consolidated total equity and restated consolidated total equity:
As at As at As at As at As at
Particulars
September 30, 2025 September 30, 2024 March 31, 2025 March 31, 2024 March 31, 2023
A. Audited consolidated total equity 96,749.33 91,859.69 95,091.12 94,552.40 75,182.62
B. Material restatement adjustments
(i) Audit qualifications - - - - -
(ii) Other material adjustments
Change in accounting policies - - - - -
Other adjustments - - - - -
Total (B) - - - - -
C. Restated consolidated total equity (A+B) 96,749.33 91,859.69 95,091.12 94,552.40 75,182.62
Part B: Non-adjusting events
(a) Audit qualifications for the respective years, which do not require any adjustments in the Restated Consolidated Summary Statements are as follows:
Therearenoauditqualificationintheauditor'sreportforeachofthesixmonthsperiodendedSeptember30,2025,September30,2024andtheyearsendedMarch31,2025,March31,2024and
March 31, 2023.
MattersincludedintheIndependent Auditor'sReport ofthe ConsolidatedFinancialStatementsof theGroupthatdoes notrequire anycorrective adjustmentintheRestated
(b)
Consolidated Summary Statements are as follows:
For the year ended March 31, 2025
Clause 2(b) of Report on Other Legal and Regulatory Requirements of auditor's report
Inouropinion,properbooksofaccountasrequiredbylawrelatingtopreparationoftheaforesaidConsolidationoftheInd-ASFinancialStatementshavebeenkeptsofarasitappearsfromour
examinationofthosebooksandreportsoftheotherauditorsexceptthatwithrespecttoHoldingCompany,thebackupofanancillaryapplicationtakenonadailybasis,howeverthelocationofthe
backupserversarenotmentionedinSystemandOrganizationControlsreport.Hence,weareunabletoascertainwhetherthebackupofancillaryapplicationisperformedonserversphysically
located in India as stated in note 41 to the Consolidated Ind-AS Financial Statements.
Clause 2(i)(vi) of Report on Other Legal and Regulatory Requirements of auditor's report
BasedonourexaminationandthatperformedbytherespectiveauditoroftwosubsidiarieswhosefinancialstatementshavebeenauditedbytherespectiveauditorundertheAct,theHolding
Companyanditssevensubsidiaries,incorporatedinIndia,("GroupCompanies")haveusedanaccountingsoftwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail
(editlog)facilityandthesamehasoperatedforallrelevanttransactionsrecordedinthesoftwareduringtheperiodApril25,2024toMarch31,2025,asstatedinnote42totheConsolidatedInd-
ASFinancialStatements.Further,duringthecourseofourauditandbasedontheproceduresperformedbytheotherauditor,wedidnotcomeacrossanyinstanceofaudittrailfeaturebeing
tamperedwith,inrespectofaccountingsoftwarewheretheaudittrailhasbeenenabled.Additionally,asperthestatutoryrequirementsforrecordretention,theaudittrailofcurrentyearhasbeen
preservedbythesecompaniestotheextentandperioditwasenabledandrecorded,however,audittrailfeaturewasnotenabledinlegacysoftwareinprioryearaccordingly,audittrailforprior
year has not been preserved by the Company, as stated in note 42 to the Consolidated Ind-AS Financial Statement.
Further,theHoldingCompanyandonesubsidiaryhaveusedcertainotheraccountingsoftware(s)formaintainingitsbooksofaccountwhichdoesnothavethefeatureofrecordingaudittrail(edit
log).Accordingly,audittrailofprioryearandcurrentyearhasnotbeenpreservedbytheHoldingCompanyandonesubsidiaryasperthestatutoryrequirementsforrecordretention,asstatedin
note 42 to the Consolidated Ind-AS Financial Statements.
TheHoldingCompanyhasalsousedanancillaryaccountingsoftwarewhichisoperatedbythird-partysoftwareserviceprovider,formaintainingitsbooksofaccountandforsuchapplication,the
SystemandOrganizationControl(SOC)reportdoesnotincludeinformationrelatedtoaudittrail.IntheabsenceofaudittrailfacilityandinformationnotmadeavailableinSOCreport,weare
unabletocommentupontamperingofaudittrailfeature.Additionally,forthereasonsstatedinnote42totheConsolidatedInd-ASFinancialStatement,weareunabletocommentwhetherthe
audit trail has been preserved by the Company as per the statutory requirements for record retention.
Inrespectofassociate,whichiscompanyincorporatedinIndia,whosefinancialstatementshavebeenauditedundertheAct,andasdescribedinnote42,theassociatehasusedaccounting
softwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughouttheyearforallrelevanttransactionsrecordedinthe
software. Further, during the course of audit, the respective auditor of the associate did not come across any instance of audit trail feature being tampered with.
376PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VII - Statement of adjustments to Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
For the year ended March 31, 2024
Clause 2(b) of Report on Other Legal and Regulatory Requirements of auditor's report
Inouropinion,properbooksofaccountwithprovisionsofdailybackupsasrequiredbylawhavebeenkeptbytheGroup,inelectronicmodeonserversphysicallylocatedinIndiasofarasit
appearsfromourexaminationofthosebooks;exceptforthemattersstatedinparagraph(i)(vi)belowonreportingRule11(g),certainancillaryapplications,supportingcomputationandan
applicationactingasarepositoryarehostedonserverslocatedoutsideIndiaasstatedinnote34totheseConsolidatedInd-ASFinancialStatements,althoughmanualrecords/backupsoftheseare
retained by the Group.
Clause 2(h)(vi) of Report on Other Legal and Regulatory Requirements of auditor's report
Basedonourexamination,asspecifiedinthenote35toConsolidatedInd-ASFinancialStatements,theHoldingCompanyanditsninesubsidiaries,incorporatedinIndia,haveusedanaccounting
softwarewherethefeatureofrecordingaudittrail(editlog)wasnotenabledthroughouttheyearforallrelevanttransactionsrecordedinthesoftware.Accordingly,weareunabletocomment
whether during the year there was any instance of audit trail feature being tampered in respect of the accounting software.
TheHoldingCompanyhasusedcertainaccountingsoftware(s)formaintainingitsbooksofaccountwhichdonothavethefeatureofrecordingaudittrail(editlog).TheHoldingCompanyandits
eightsubsidiaries,incorporatedinIndia,havealsousedcertainaccountingsoftwarewhichareoperatedbythird-partysoftwareserviceproviders,formaintainingitsbooksofaccountandforsuch
applications,theSystemandOrganizationControl(SOC)reportsdonotincludeinformationrelatedtoaudittrail.IntheabsenceofaudittrailfacilityandinformationnotmadeavailableinSOC
reports, we are unable to comment upon tampering of audit trail feature.
BasedonexaminationwhichincludedtestchecksperformedbytherespectiveauditoroftheassociatewhichisacompanyincorporatedinIndiawhosefinancialstatementshavebeenaudited
undertheAct,andasdescribedinnote35,theassociatehasusedaccountingsoftwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthe
samehasoperatedthroughouttheyearforallrelevanttransactionsrecordedinthesoftware.Further,duringthecourseofaudit,therespectiveauditoroftheabovereferredassociatedidnotcome
across any instance of audit trail feature being tampered with.
For the year ended March 31, 2023
Clause 2(b) of Report on Other Legal and Regulatory Requirements of auditor's report
Inouropinion,properbooksofaccountwithprovisionofdailybackups,asrequiredbylaw,havebeenkeptbytheCompany,inelectronicmodeonserversphysicallylocatedinIndiasofarasit
appearsfromourexaminationofthosebooks;certainancillaryapplication,supportingcomputationandanapplicationactingasarepositoryarehostedonserverslocatedoutsideIndia,asstated
in Note 35 to Consolidated Ind-AS Financial Statements, although manual records/backups of these are retained by the Company.
MattersincludedintheAnnexuretotheIndependentAuditors'ReportissuedunderCompanies(Auditor'sReport)Order,2020(CARO2020)thatdoesnotrequireanycorrective
(c)
adjustment in the Restated Consolidated Summary Statements are as follows:
For the year ended March 31, 2025
Clause (vii)(a) of CARO, 2020 Order of PhonePe Limited (formerly known as 'PhonePe Private Limited')
Undisputedstatutoryduesincludinggoodsandservicestax,income-tax,cessandotherstatutorydueshavegenerallybeenregularlydepositedwiththeappropriateauthoritiesthoughtherehas
beenaslightdelayinafewcasesofdepositofprovidentfund.Accordingtotheinformationandexplanationsgiventousandbasedonauditproceduresperformedbyus,undisputedduesin
respect of provident fund which were outstanding, at the year end, for a period of more than six months from the date they became payable, are as follows:
Amounts in Period to which the
Name of the Statue Nature of the Dues Due date Date of payment
Rs. Million amount relates
The Employee's Provident Funds and Miscellaneous Provisions Act, Employee's Provident INR 1.28 million paid
2.09Various dates Various dates
1952 Fund on various dates
For the year ended March 31, 2024
Clause (vii)(a) of CARO, 2020 Order of PhonePe Limited (formerly known as 'PhonePe Private Limited')
Undisputedstatutoryduesincludinggoodsandservicestax,income-taxandotherstatutorydueshavegenerallybeenregularlydepositedwiththeappropriateauthoritiesexceptprovidentfund.
Accordingtotheinformationandexplanationsgiventousandbasedonauditproceduresperformedbyus,undisputedduesinrespectofprovidentfundwereoutstanding,attheyearend,fora
period of more than six months from the date they became payable, as follows:
Amounts in Period to which the
Name of the Statue Nature of the Dues Due date
Rs. Million amount relates
The Employee's Provident Funds and Miscellaneous Provisions Act, Employee's Provident
30.00Various dates Various dates
1952 Fund
OtherauditqualificationsincludedintheAnnexuretotheauditors'reportissuedunderSection143(3)(i)oftheActontheauditofInternalFinancialControlswhichdonotrequireany
(d)
adjustments in the Restated Consolidated Summary Statements are as follows:
TherearenootherauditqualificationsincludedintheAnnexuretotheauditors'reportissuedunderSection143(3)(i)oftheActontheauditofInternalFinancialControlsforthesixmonthsperiod
ended September 30, 2025, September 30, 2024 and the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023.
377PhonePe Limited (formerly known as 'PhonePe Private Limited')
CIN: U67190KA2012PLC176031
Annexure VII - Statement of adjustments to Restated Consolidated Summary Statements
(All amounts in Rs. million, unless otherwise stated)
PART-C: Material Regrouping
AppropriateregroupingshavebeenmadeintheRestatedConsolidatedSummaryStatementofAssetsandLiabilities,RestatedConsolidatedSummaryStatementofProfitandLossandRestatedConsolidated
SummaryStatementofCashFlows,whereverrequired,byreclassificationofthecorrespondingitemsofincome,expenses,assets,liabilitiesandcashflows,inordertobringtheminlinewiththeaccounting
policiesandclassificationasperauditedinterimconsolidatedfinancialstatementsoftheGroupforthesixmonthsperiodendedSeptember30,2025preparedinaccordancewithDivisionIIofScheduleIIIof
CompaniesAct,2013,requirementsofIndAS1:PresentationoffinancialstatementsandotherapplicableIndASprinciplesandtherequirementsoftheSecuritiesandExchangeBoardofIndia(Issueof
Capital & Disclosure Requirements) Regulations 2018, as amended.
The above statement should be read with Annexure V and Annexure VI to the Restated Consolidated Summary Statements.
As per our report of even date attached For and on behalf of the Board of Directors of
For S.R. Batliboi & Associates LLP PhonePe Limited (formerly known as 'PhonePe Private Limited')
Chartered Accountants
Firm registration number: 101049W/E300004
per Bharath N S Sameer Nigam Rahul Chari
Partner CEO & Whole-time Director Whole-time Director
Membership no.: 210934 DIN: 02292840 DIN: 03052804
Place: Chennai Place: New Delhi Place: Bengaluru
Date: January 14, 2026 Date: January 14, 2026 Date: January 14, 2026
Adarsh Nahata Ankit G Popat
Chief Financial Officer Company Secretary and Compliance Officer
Membership No.: A20774
Place: Bengaluru Place: Bengaluru
Date: January 14, 2026 Date: January 14, 2026
378OTHER FINANCIAL INFORMATION
The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations derived from our
Restated Consolidated Financial Information are given below:
(All amounts ₹ in million unless otherwise stated)
Particulars As at and for the As at and for the As at and for the As at and for the As at and for the
six months period six months period Fiscal Year ended Fiscal Year ended Fiscal Year ended
ended September ended September March 31, 2025 March 31, 2024 March 31, 2023
30, 2025 30, 2024
Restated Basic (loss) per (30.61) (26.41) (37.46) (45.17) (68.40)
equity share of ₹1 each
(1)(6)*
Restated Diluted (loss) (30.61) (26.41) (37.46) (45.17) (68.40)
per equity share of ₹1
each(2)(6)*
Return on net worth (15.14)% (13.29)% (18.43)% (21.41)% (37.85)%
(%)(3)(4)*
Net asset value per 185.08 177.07 182.79 199.35 170.00
equity share (in ₹) (5) (6)
EBITDA (in ₹ million) (7) (8,587.50) (5,447.31) (3,369.91) (8,577.80) (22,431.73)
*Not Annualised for the six months period ended September 30, 2025 and September 30, 2024.
Notes: The ratios have been computed as under:
(1) Restated Basic (loss) per equity share of ₹1 each is calculated by dividing the Restated profit/ (loss) by the weighted average number of equity shares
computed in accordance with Ind AS 33 Earnings per share.
(2) Restated Diluted (loss) per equity share of ₹1 each is calculated by dividing the Restated profit/ (loss) by the weighted average number of equity shares
adjusted for effect of dilution computed in accordance with Ind AS 33 Earnings per share.
(3) Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or
credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation in accordance
with Regulation 2(1)(hh) of the SEBI ICDR Regulations. We have calculated net worth as aggregate value of equity share capital, securities premium,
share based payment reserve, other reserves, retained earnings, remeasurement of the defined benefit plan and equity instruments through other
comprehensive income.
(4) Return on net worth (%) is calculated as Restated profit/(loss) divided by net worth at the end of the period/ year.
(5) Net asset value per equity share (in ₹) is defined as net worth divided by outstanding number of equity shares and such number of equity shares which will
result upon exercise of vested options under various employee stock option plans.
(6) Pursuant to resolutions passed by the Board of Directors and the Shareholders in their respective meetings held on March 11, 2025 and March 31, 2025,
the face value of the equity shares of the Company was sub-divided from ₹ 10 each to ₹ 1 each, the disclosure of basic and diluted earnings per share, Net
Asset Value per equity share for all the period/ years presented has been arrived at after giving effect to the sub-division in accordance with the principles
of Ind AS 33 Earnings per share.
(7) EBITDA is calculated as aggregate of restated profit/(loss), before finance costs, depreciation and amortization expense and total tax expense/ (credit).
Non-GAAP Financial Measures
This Updated Draft Red Herring Prospectus - I includes certain non-GAAP financial measures and other statistical information
relating to our operations and financial performance (together, “Non-GAAP Measures” and each a “Non-GAAP Measure”),
namely, EBITDA, EBIT, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBIT, Adjusted EBIT Margin, Profit/ (loss)
Margin, Adjusted profit/ (loss), Adjusted profit/ (loss) Margin, Free cash generated/ (used), Bank balances and Investments,
Net-worth, Return on Net worth, Net Asset Value per equity share, Total revenue from payment services and Adjusted employee
benefits expense. These Non-GAAP Measures are not required by or presented in accordance with Ind AS.
Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS and should
not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ periods or any other
measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated
by operating, investing or financing activities derived in accordance with Ind AS. In addition, these Non-GAAP Measures are
not standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible.
Other companies may calculate these Non-GAAP Measures differently from us, limiting their usefulness as a comparative
measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable
accounting standards, our Company’s management believes that they are useful to an investor in evaluating us as they are
widely used measures to evaluate a company’s operating performance. For further details, please see “Risk Factors – We track
certain metrics and non-GAAP measures with internal systems and tools. Certain of these metrics are subject to inherent
challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect our business and
reputation” on page 86.
379Reconciliation of non-GAAP measures
Analysts, and other interested parties frequently use various non-GAAP financial measures as performance measures, and our
management believes that providing such non-GAAP financial measure allows users to make additional comparisons and to
understand our ongoing business.
Below tables mention the details of the reconciliation for the following non-GAAP financial measures included in this Updated
Draft Red Herring Prospectus - I, namely EBITDA, EBIT, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBIT,
Adjusted EBIT Margin, Profit/ (loss) Margin, Adjusted profit/ (loss), Adjusted profit/ (loss) Margin, Free cash generated/
(used), Bank balances and Investments, Net-worth, Return on Net worth, Net Asset Value per equity share, Total revenue from
payment services and Adjusted employee benefits expense.
Reconciliation from Restated profit/ (loss) for the period/ year to EBITDA and EBIT for the period/ year
(All amounts in ₹ million)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Restated profit/ (loss) (A) (14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69)
Finance costs (B) 240.99 158.58 382.58 323.07 225.88
Depreciation and amortisation expense (C) 5,677.41 6,462.04 13,603.11 11,165.66 5,365.88
Total tax expense/(credit) (D) (61.68) (35.88) (81.50) (104.82) (62.80)
EBITDA (E = A+B+C+D) (8,587.50) (5,447.31) (3,369.91) (8,577.80) (22,431.73)
EBIT (F= A+B+D) (14,264.91) (11,909.35) (16,973.02) (19,743.46) (27,797.61)
Reconciliation from Restated profit/ (loss) for the period/ year to Adjusted EBITDA and Adjusted EBITDA Margin for the
period/ year
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Restated profit/ (loss) (A) (14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69)
Other income (B) 2,560.38 2,521.92 5,165.24 6,580.67 1,691.47
Finance costs (C) 240.99 158.58 382.58 323.07 225.88
Depreciation and amortisation expense (D) 5,677.41 6,462.04 13,603.11 11,165.66 5,365.88
Share of profit of associate, net of taxes (E) 96.97 135.26 271.55 254.38 204.51
Exceptional item (F) 4,344.74 - - - -
Total tax expense/(credit) (G) (61.68) (35.88) (81.50) (104.82) (62.80)
Share based payments (H) 18,128.68 13,152.47 23,578.62 21,931.66 20,573.12
Adjusted EBITDA (I= A-B+C+D-E- 2,539.09 5,047.98 14,771.92 6,518.81 (3,754.59)
F+G+H)
Revenue from operations (J) 39,184.69 32,075.16 71,148.58 50,641.33 29,142.87
Adjusted EBITDA Margin (K) = (I/J*100) 6.48% 15.74% 20.76% 12.87% (12.88)%
(%)
380Reconciliation from Restated profit/ (loss) for the period/ year to Adjusted EBIT and Adjusted EBIT Margin for the period/
year
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period For the fiscal year ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Restated profit/ (loss) (A) (14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69)
Other income (B) 2,560.38 2,521.92 5,165.24 6,580.67 1,691.47
Finance costs (C) 240.99 158.58 382.58 323.07 225.88
Share of profit of associate, net of taxes (D) 96.97 135.26 271.55 254.38 204.51
Exceptional item (E) 4,344.74 - - - -
Total tax expense/ (credit) (F) (61.68) (35.88) (81.50) (104.82) (62.80)
Share based payments (G) 18,128.68 13,152.47 23,578.62 21,931.66 20,573.12
Adjusted EBIT (H= A-B+C-D-E+F+G) (3,138.32) (1,414.06) 1,168.81 (4,646.85) (9,120.47)
Revenue from operations (I) 39,184.69 32,075.16 71,148.58 50,641.33 29,142.87
Adjusted EBIT Margin (J) = (H/I*100) (%) (8.01)% (4.41)% 1.64% (9.18)% (31.30)%
Reconciliation from Restated profit/ (loss) for the period/ year to Adjusted profit/ (loss), Profit/ (loss) Margin and Adjusted
profit/ (loss) Margin for the period/ year
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Restated profit/ (loss) (A) (14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69)
Share based payments (B) 18,128.68 13,152.47 23,578.62 21,931.66 20,573.12
Exceptional item (C) 4,344.74 - - - -
Adjusted profit/ (loss) (D= A+B-C) (660.28) 1,120.42 6,304.52 1,969.95 (7,387.57)
Total income (E) 41,745.07 34,597.08 76,313.82 57,222.00 30,834.34
Profit/ (loss) Margin (F) = (A/E*100) (%) (34.60)% (34.78)% (22.64)% (34.88)% (90.68)%
Adjusted profit/ (loss) Margin (G) = (1.58)% 3.24% 8.26% 3.44% (23.96)%
(D/E*100) (%)
Reconciliation of free cash generated/ (used) for the period/ year
(All amounts in ₹ million)
Particulars For the six months period For the fiscal year ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Net cash flows generated from/ (used in) operating (1,172.71) 10,126.52 12,019.84 (6,291.52) (7,682.50)
activities (A)
Purchase of property, plant and equipment, including (3,048.15) (6,916.00) (8,563.98) (13,327.66) (13,932.45)
capital advances, capital work in progress and other
intangible assets (B)
Proceeds from sale of property, plant and equipment 13.61 7.20 11.76 5.91 61.83
(C)
Payment of principal portion of lease liabilities (D) (771.54) (560.18) (1,183.18) (933.81) (556.85)
Interest on lease liabilities (E) (239.54) (155.93) (379.68) (303.66) (196.57)
Free cash generated/ (used) (F = A+B+C+D+E) (5,218.33) 2,501.61 1,904.76 (20,850.74) (22,306.54)
381Reconciliation of Bank balances and Investments as of the period/ year end
(All amounts in ₹ million)
Particulars As of six months period As of March 31,
ended September 30,
2025 2024 2025 2024 2023
Current assets
Financial assets
Investments (A) 77,876.50 39,861.07 34,823.07 24,672.83 51,009.08
Cash and cash equivalents (B) 11,275.77 1,961.40 5,954.14 8,579.00 6,702.06
Bank balances other than cash and cash equivalents (C) 32,440.44 20,137.15 22,550.00 22,513.15 -
Non-current assets
Financial assets
Other financial assets
Bank deposits (D)(1) 5.00 5.00 5.00 - -
Bank balances and Investments (A+B+C+D) 121,597.71 61,964.62 63,332.21 55,764.98 57,711.14
(1) Represents deposits with original maturity of more than twelve months and remaining maturity of more than twelve months.
Reconciliation of Net-worth and Net Asset Value per equity share as of the period/ year end
(All amounts in ₹ million, unless otherwise stated)
Particulars As of six months period ended As of March 31,
September 30,
2025 2024 2025 2024 2023
Equity share capital (A) 506.60 442.74 442.74 442.74 434.53
Securities premium (B) 247,982.31 181,908.20 181,908.20 181,908.20 165,529.49
Share-based payment reserve (C) 18,736.17 58,662.96 67,079.66 49,339.42 21,830.61
Other reserves (D) (8,873.71) (7,146.05) (7,146.05) (7,146.05) (2,598.13)
Retained earnings (E) (163,045.07) (143,358.80) (148,600.85) (131,326.75) (111,365.04)
Remeasurement of the defined benefit plan (F) (88.95) (77.35) (54.98) (40.62) 5.84
Equity instruments through other 172.83 114.65 114.65 64.28 35.14
comprehensive income (G)
Net-worth (H=A+B+C+D+E+F+G) 95,390.18 90,546.35 93,743.37 93,241.22 73,872.44
Number of shares outstanding at the end of the 515,387,981 511,346,470 512,860,140 467,721,570 434,536,610
year on a fully diluted basis (I)
Net Asset Value per equity share (in ₹) (H/I) 185.08 177.07 182.79 199.35 170.00
Reconciliation of Return on Net worth for the period/ year end
(All amounts in ₹ million, unless otherwise stated)
Particulars As of and for the six months As of and for the fiscal year ended March 31,
period ended September 30,
2025 2024 2025 2024 2023
Equity share capital (A) 506.60 442.74 442.74 442.74 434.53
Securities premium (B) 247,982.31 181,908.20 181,908.20 181,908.20 165,529.49
Share-based payment reserve (C) 18,736.17 58,662.96 67,079.66 49,339.42 21,830.61
Other reserves (D) (8,873.71) (7,146.05) (7,146.05) (7,146.05) (2,598.13)
Retained earnings (E) (163,045.07) (143,358.80) (148,600.85) (131,326.75) (111,365.04)
Remeasurement of the defined benefit plan (F) (88.95) (77.35) (54.98) (40.62) 5.84
Equity instruments through other 172.83 114.65 114.65 64.28 35.14
comprehensive income (G)
Net-worth (H=A+B+C+D+E+F+G) 95,390.18 90,546.35 93,743.37 93,241.22 73,872.44
Restated profit/ (loss) (I) (14,444.22) (12,032.05) (17,274.10) (19,961.71) (27,960.69)
Return on Net Worth (I/H*100) (%) (15.14)% (13.29)% (18.43)% (21.41)% (37.85)%
Reconciliation of Total revenue from payment services for the period/ year
(All amounts in ₹ million)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Total revenue from sale of services
- Payment services (A) 32,317.36 29,322.56 62,997.11 47,885.09 27,071.15
Other operating revenue
- Incentives on payment services (B) 1,674.86 290.65 1,982.28 698.29 1,388.50
- Others (C) 66.38 - - - -
Total revenue from payment services (A+B+C) 34,058.60 29,613.21 64,979.39 48,583.38 28,459.65
382Reconciliation from Employee benefits expense to Adjusted employee benefits expense for the period/ year end
(All amounts in ₹ million)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Employee benefits expense (A) 28,691.09 21,496.63 40,967.05 36,039.76 30,965.74
Share based payments (B) 18,128.68 13,152.47 23,578.62 21,931.66 20,573.12
Adjusted employee benefits expense (A-B) 10,562.41 8,344.16 17,388.43 14,108.10 10,392.62
Audited standalone financial statements of our Company and material subsidiaries
In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of our Company for the Fiscals
Years 2025, 2024 and 2023 (collectively, the “Company Audited Financial Statements”) and the audited standalone financial
statements for Fiscal Years 2025, 2024 and 2023, (“Subsidiaries Audited Financial Statements”) for three of our Subsidiaries,
namely PSSPL, PWBPL and PIBSPL, which have deemed as ‘material subsidiaries’ only for the purpose of uploading
standalone audited financial statements on the website of our Company, have been uploaded on the website of our Company at
ir.phonepe.com/investor-relations/ipo-kit/material-subsidiaries.
Our Company will be providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations. The Company Audited Financial Statements and Subsidiaries Audited Financial Statements (collectively, the
“Audited Financial Statements”) and reports thereon do not constitute, (i) a part of this Updated Draft Red Herring Prospectus
- I; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an
offer or a solicitation of any offer or an offer document or recommendation or solicitation to purchase or sell any securities
under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere. The Audited Financial
Statements and reports thereon should not be considered as part of information that any investor should consider when
subscribing for or purchasing any securities of our Company and should not be relied upon or used as a basis for any investment
decision.
RELATED PARTY TRANSACTIONS
For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e. Ind AS 24
‘Related Party Disclosures’ read with the SEBI ICDR Regulations, for the six months periods ended September 30, 2025 and
September 30, 2024, respectively and for the Fiscal Years 2025, 2024 and 2023, and as reported in the Restated Consolidated
Financial Information, see “Annexure VI - Notes to the Restated Consolidated Summary Statements - 28. Related party
disclosures” on page 344.
383FINANCIAL INDEBTEDNESS
Our Company and our Subsidiaries avail loans in the ordinary course of business for, inter alia, meeting working capital and
cash flow requirements, funding the settlement transactions, business requirements, and meeting general corporate purposes.
These credit facilities availed by our Company, inter alia, include fund-based working capital facilities and non-fund based
bank guarantees and letter of credit facilities.
For details of the borrowing powers of our Board, see “Our Management – Borrowing Powers of our Board of Directors” on
page 281.
We have undertaken the necessary intimations, as applicable and to the extent required under the relevant financing
documentation for undertaking the activities in relation to the Offer.
As of November 30, 2025, our outstanding indebtedness (on a consolidated basis) aggregated to ₹ 1,699.94 million. The
following table sets forth the details of our aggregate consolidated outstanding indebtedness as November 30, 2025:
(in ₹ million)
Particulars* Sanctioned limit * Outstanding amount as
of November 30, 2025*
Unsecured
Fund Based (1)(2)
Working capital facilities (Overdraft/ intraday overdraft/ working capital 22,000.00 -
demand loans and short-term line of credit) (A)
Non-Fund Based
Bank guarantee and letter of credit facilities (B) 6,500.00 1,699.94(3)
Total Fund Based and Non-Fund Based (C) = (A) + (B) 28,500.00 1,699.94
Restricted to 25,000.00(4) 1,699.94
* As certified by Manian & Rao, Chartered Accountants (FRN No. 001983S), by way of their certificate dated January 21, 2026.
(1) Comprises of working capital demand loans, overdraft limits and short-term line of credit which are interchangeable and can be utilised based on an
agreed sub-limit for each of the categories.
(2) Includes sub-limits which can also be utilised interchangeably between fund-based facilities such as working capital demand loans, overdraft, import/
buyer facility: import documentary credit facility - import documentary credit issuance, short term loan/ line of credit, intraday overdraft and non-fund-
based facilities including guarantees, bonds, import credit and corporate credit card limit based on an agreed sub-limit for each of the categories.
(3) Represents bank guarantees issued against the sub-limit under (2).
(4) The total sanction limits of ₹28,500.00 million may be utilised by the Company and subsidiary interchangeably towards fund based and non-fund based
facilities, subject to overall ceiling of ₹25,000.00 million. Utilisation under one facility will proportionately reduce the available limit under the other.
Principal terms of the borrowings availed by our Company and Subsidiaries:
The details provided below are indicative and there may be additional terms, conditions and requirements under the various
financing documentation executed by our Company and Subsidiaries in relation to our indebtedness.
1. Interest: The applicable rate of interest for the various working capital facilities availed by our Company and
Subsidiaries in India are typically linked to benchmark rates such as the repo rate, three-month treasury bill rate (“3M
T-Bill”), or the prevalent overnight Mumbai interbank offer rate (“MIBOR”), plus a specified spread per annum.
These rates are subject to mutual discussions between the relevant lenders and our Company or our Subsidiaries. For
instance, certain facilities carry an interest rate of repo rate plus agreed basis points, while others carry an interest rate
of up to 3M T-Bill plus agreed basis points or overnight MIBOR plus agreed basis points.
2. Tenor and Repayment: The tenor of certain working capital facilities availed by our Company and Subsidiaries ranges
from on demand to 180 days/ six months, from the date of sanction or drawdown. The overdraft facilities may either
be repayable on demand or have a tenor of up to 12 months. The short-term credit facilities may have a tenor as short
as 10 days.
3. Penal interest: The terms of certain financing facilities availed by us prescribe penalties for non-compliance of certain
obligations by us. These include, inter alia, non-submission of documentation required for renewal of loan facilities,
non-submission or delay in submission of periodical financial statements and periodic reports, deterioration of account
conduct, delays in interest repayment, non-renewal of insurance policy in a timely manner, delay in submission of
legal entity identifier certificate and breach of financial covenants. The terms of certain borrowings availed by us
prescribe a penalty interest rate that ranges from 1.00% per annum or higher, with the lenders reserving the right to
amend the penal rates, at their discretion.
3844. Pre-payment penalty: The borrowings availed by us typically have pre-payment provisions which allow for pre-
payment of the outstanding amount at any given point in time, subject to the conditions specified in the borrowing
arrangements, including the penalties at the bank’s discretion, requirement of prior notice or as may be determined by
the lender or mutually agreed between us and the lender.
5. Security: The facilities are availed by our Company and Subsidiaries are unsecured.
6. Key covenants: In terms of our loan documentation and sanction letters, we are required to:
(a) utilise the funds for the purposes for which the facilities have been availed;
(b) ensure that the funds are not deployed either directly or indirectly for any investment in any stock exchange
or the capital market or for investments in subsidiaries, acquisition or real estate;
(c) take prior consent before availing any loans from any bank/financial institution;
(d) give post-facto intimation in case of any change in ownership, management or control of the
Company/Subsidiaries;
(e) give post-facto intimation in case of any change in the shareholding pattern of our Company;
(f) take prior written consents from the lenders before any reduction in holding company’s shareholding below
majority;
(g) give post-facto intimation in case of change in the memorandum of association, articles of association or any
other constitutional documents of our Company/Subsidiaries; and
(h) give intimation to the lenders about winding up, liquidation or dissolution of its affairs or take any steps for
its voluntary winding up or liquidation or dissolution.
The above is an indicative list and there may be additional key covenants under the various borrowing arrangements
entered into by us.
7. Events of default: The borrowing facilities availed by us contain certain standard events of default, including:
(a) Occurrence of any material adverse change, as specified in the relevant lender documents;
(b) Default in payment / repayment of interest or loan instalment amount on relevant due dates or on extended
period as agreed with the lender;
(c) Utilising the borrowings for any purpose other than the purpose for which they are sanctioned;
(d) Non-compliance with terms and conditions of the transaction documents;
(e) Non-compliance of financial covenants; and
(f) Breach of security arrangements.
The above is an indicative list and there may be additional event of defaults under the various borrowing arrangements
entered by us.
8. Consequences of occurrence of events of default: In terms of our borrowing arrangements, due to the occurrence of
events of default, our lenders may:
(a) Declare all outstanding dues to be immediately repayable, irrespective of maturity date;
(b) Without any prior or further notice disclose to the RBI or any other statutory or regulatory authority, or to
any third party, the identity of the Borrower and the fact that the Borrower has committed a default, along
with full particulars and details pertaining thereto;
(c) Cancel the undrawn commitment and suspend withdrawals under the facilities; and
385(d) Enforce security or change any of the terms of sanction.
The above is an indicative list and there may be additional consequences of an event of default under the various borrowing
arrangements entered into by us.
386MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion is intended to convey our management’s perspective on our financial condition and results of
operations for the six months period ended September 30, 2025 and September 30, 2024 and Fiscal Years 2025, 2024 and 2023.
Unless otherwise stated, the financial information in this section has been derived from the Restated Consolidated Financial
Information. Our financial year ends on March 31 of each year. Accordingly, references to “Fiscal Year 2025”, “Fiscal Year
2024” and “Fiscal Year 2023”, are to the 12-month period ended March 31 of the relevant year, and references to the six
months period ended September 30, 2025 and 2024 refer to the periods between April 1, 2025 and September 30, 2025, and
April 1, 2024 to September 30, 2024, respectively. Financial information for the six months period ended September 30, 2025
and September 30, 2024 is not indicative of the financial results for the full year and is not comparable with financial
information for the Fiscal Years 2025, 2024 and 2023. Ind AS differs in certain respects from Indian GAAP, IFRS and U.S.
GAAP and other accounting principles with which prospective investors may be familiar. Please also see “Risk Factors —
Certain differences exist between Ind AS and other accounting principles, particularly U.S. GAAP, which may be material to
investors’ assessments of our financial condition, results of operations, and cash flows. While Ind AS is largely based on
International Financial Reporting Standards, certain carve-outs specific to the Indian economic environment may lead to
differences” on page 95. This discussion contains certain forward-looking statements that involve risks and uncertainties. Our
actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors,
such as the risks set forth in the chapters entitled “Risk Factors” and “Forward-Looking Statements” beginning on pages 39
and 38, respectively.
Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Democratising Access to Digital Economy” dated January 13, 2026 (the “Redseer Report”) prepared and issued by Redseer
Strategy Consultants Private Limited (“Redseer”), which has been exclusively commissioned by and paid for by us in relation
to the Offer for the purposes of confirming our understanding of the industry in which we operate. The data included herein
(with relevant chapter and page references to “Industry Overview”) includes excerpts from the Redseer Report and may have
been re-ordered by us for the purposes of presentation. For further details and risks in relation to the Redseer Report, see “Risk
Factors – Certain sections of this Updated Draft Red Herring Prospectus – I contain information from the Redseer Report
which has been exclusively commissioned and paid for by us in relation to the Offer and any reliance on such information for
making an investment decision in this Offer is subject to inherent risks.” on page 82.
Overview of Our Business
Our ecosystem comprises three digital platforms: (i) the PhonePe Platform, which caters to two population cohorts –
consumers (via the PhonePe Consumer app) and merchants (via the PhonePe Business app) – enabling access to Consumer
Payments along with Digital Distribution Services, Merchant Payments, Lending Distribution and Insurance Distribution
services, and (ii) two New Platforms, which are Share.Market (a stock broking and mutual funds distribution platform) and
Indus Appstore (a Made-In-India Android app store). For further details, please refer to “Our Business” beginning on page 194.
Key highlights of our financial performance for Fiscal Year 2025, Fiscal Year 2024 and Fiscal Year 2023:
• Total income reached ₹76,313.82 million in Fiscal Year 2025, growing 33.36% from total income of ₹57,222.00
million in Fiscal Year 2024.
• Revenue from operations reached ₹71,148.58 million in Fiscal Year 2025, growing from revenue from
operations of ₹29,142.87 million in Fiscal Year 2023.
• Growth in revenue from operations was 40.50% between Fiscal Year 2024 and Fiscal Year 2025 and 73.77%
between Fiscal Year 2023 and Fiscal Year 2024.
• Restated profit/ (loss) was ₹(17,274.10) million in Fiscal Year 2025, marking an improvement in Profit/ (loss)
Margin to (22.64)% in Fiscal Year 2025 from (90.68)% in Fiscal Year 2023.
• Net cash flows generated from/ (used in) operating activities turned positive in Fiscal Year 2025, reaching
₹12,019.84 million for such year, compared to ₹(7,682.50) million in Fiscal Year 2023.
• Free cash generated amounted to ₹1,904.76 million in Fiscal Year 2025.
• An Adjusted EBIT of ₹1,168.81 million in Fiscal Year 2025.
• We were positive in Adjusted EBITDA and Adjusted profit terms in both Fiscal Year 2025 and Fiscal Year
2024 at the PhonePe Group level. Specifically, in Fiscal Year 2025:
o Adjusted EBITDA was ₹14,771.92 million with an Adjusted EBITDA Margin of 20.76%; and
o Adjusted profit was ₹6,304.52 million with an Adjusted profit Margin of 8.26%.
387• For the PhonePe Platform, in Fiscal Year 2025:
o Revenue from Operations was ₹70,555.86 million; and
o Adjusted EBITDA was ₹19,318.42 million with an Adjusted EBITDA Margin of 27.38%.
Key highlights of our financial performance for the six months period ended September 30, 2025 and 2024
• Total income reached ₹41,745.07 million for the six months period ended September 30, 2025, growing 20.66%
from total income of ₹34,597.08 million for the six months period ended September 30, 2024.
• Revenue from operations reached ₹39,184.69 million for the six months period ended September 30, 2025,
growing by 22.17% from ₹32,075.16 million for the six months period ended September 30, 2024.
• Restated profit/ (loss) was ₹(14,444.22) million for the six months period ended September 30, 2025, with a
Profit/ (loss) Margin of (34.60)%.
• Adjusted EBITDA for the six months period ended September 30, 2025 was ₹2,539.09 million with an Adjusted
EBITDA Margin of 6.48%.
• For the PhonePe Platform, for the six months period ended September 30, 2025:
o Revenue from operations was ₹38,584.86 million; and
o Adjusted EBITDA was ₹5,241.33 million.
For a reconciliation of non-GAAP measures, see “Other Financial Information – Non-GAAP Financial Measures –
Reconciliation of non-GAAP measures” on page 380.
------------------
Our Business Model
At the PhonePe Group level, we earn revenue from (i) monetisation of payments use cases like person-to-person money transfers,
bill payments, offline and online Merchant Payments, (ii) assisting merchants with payment solutions like Payments Devices,
including Audio Payment confirmation devices (also called Smartspeakers), Electronic Data Capture (“EDC”) machines and
Payment Gateway services, (iii) Lending and Insurance Distribution services, and (iv) mobile recharges, advertisement revenue
and other revenue sources across PhonePe Platform and (v) New Platforms such as stock broking and mutual fund distribution
and Indus Appstore. Our business model, built on a strong technology and data-driven approach, is intentionally designed for
scale and efficiency, resulting in continuous improvement in our bottom-line metrics in the last three Fiscal Years. We have
also implemented the deployment of multiple automation initiatives enhancing operational efficiency and minimising overhead
costs. This tech-centricity empowers us to rapidly launch new products and services without the need to build from scratch,
accelerating time-to-market and enabling innovation.
By investing early on in our own data centres, we have established infrastructure where platform costs do not increase linearly
with scale. Through data intelligence, we have achieved an efficient customer acquisition cost by leveraging optimised, scalable
solutions that enhance user experience and retention from the outset. Thus, our business model combines the attributes of growth
at scale, increasing monetisation, and a lean and efficient cost structure, driving improvements in profits and cash flows.
A. Revenue
1. PhonePe Platform Revenue
We monetise two axes, namely (i) Consumers, which includes Consumer Payments along with Consumer Lending
and Insurance, and (ii) Merchants, which includes Merchant Payments along with Merchant Lending as illustrated
below:
388Consumers
✓ Person-to-Person Money Transfers
✓ Mobile Recharges & Bill Payments
✓ Travel & Transit Ticket Booking
Payments
✓ Digital Gold and Digital Silver
✓ Advertisements
✓ Credit Card Distribution
✓ Two-Wheeler Insurance
✓ Four-Wheeler Insurance
Lending &
✓ Health & Life Insurance
Insurance
✓ Other General Insurance
Distribution
✓ Unsecured Consumer Lending
✓ Secured Consumer Lending
Consumers (including Consumer Payments, Consumer Lending and Insurance)
Nature Revenue Stream Earned From
Person-to-Person Money Transaction processing fee Partner Banks.
Transfers
Mobile Recharges, Bill Payments, Transaction processing fee Partners on Bharat Connect (formerly BBPS) and online travel
Digital Gold and Digital Silver agencies.
Transactions, Travel Ticketing,
Transit Booking, QR Scan-and- The transaction processing fee can vary, either as a percentage
pay, Online Payments on Various of the transaction value or a fixed fee per transaction, depending
Apps and Websites on the type of the partner and offering.
Platform fee Consumers are typically charged as a fixed amount per
transaction or as a percentage of the payment value.
Convenience fee
Digital Incentive The Government of India through partner banks.
Incentive is received on person-to-merchants (“P2M”) UPI
Payments less than ₹2,000 in value with small-merchants
(turnover up to ₹2 million during a fiscal year) undertaken on
the PhonePe Platform. Incentive is earned on, among other
things, the TPV on mobile recharges, bill payments, digital gold
and digital silver transactions, travel ticketing, transit booking,
QR Scan-and-pay as well as online payments on various apps
and websites. We receive a share of the digital incentive
received by the payer PSP Bank and Payer App for processing.
Such incentive, received as a percentage of TPV, can vary
depending on the type of the payment, the partner and the
payment value undertaken.
Advertisements Advertisement services revenue Agencies and Brands.
Consumer Loans Distribution Lending Sourcing Fees Lending Institutions (Banks and NBFCs).
Insurance Distribution Insurance distribution fee Insurance Companies.
Two-wheeler motor Insurance,
Four-wheeler motor Insurance The fee is based on a percentage of the total premium paid by
Health Insurance customers for Insurance products sold through PhonePe
Travel, other general Insurance Platform
Life Insurance
Shop Insurance
389Merchants (including Merchant Payments and Merchant Lending)
Nature Revenue Stream Earned From
Offline and Online Merchant Transaction processing fee Offline and online merchants.
Payments
The fee is primarily levied as a percentage of TPV on the
Merchant Payments processed. The percentage of transaction
processing fee that we earn varies by the type of payment
instrument used by a payer and the category of the merchant.
For example, we typically earn a higher transaction processing
fee on PhonePe Wallet transaction and Credit Card transactions
than on other payment instruments.
Digital Incentive The Government of India through partner banks.
Incentive is received by acquirer banks for processing P2M UPI
Payments less than ₹2,000 in value on small-merchants
(turnover up to ₹2 million during a fiscal year), undertaken on
PhonePe. Such incentive, received as a percentage of TPV, can
vary depending on the type of the payment, the partner and the
payment value undertaken.
Payment Devices Set up and Subscription fee on Offline merchants
Payment Devices and related
value added services
Government Incentives Public Infrastructure RBI (This incentive was valid until December 31, 2025).
Development Fund (“PIDF”)
The PIDF scheme is targeted towards the deployment of various
Payment Devices (including Smartspeakers and EDC
Machines) in locations designated as Tier-3 to Tier-6 centres, as
well as certain other regions of India (including the northeastern
states of India and the Union Territory of Jammu, Kashmir and
Ladakh).
Merchant Loans Lending sourcing fees and Lending Institutions (Banks and NBFCs).
service fee
Lending sourcing fees earned as a percentage of loan
disbursement value on loans originated through the PhonePe
Platform, and service fees earned for services such as
facilitation, collection, monitoring, among others, which are
recognised in line with the period of service obligation as per
the agreements entered with respective our lending partners.
2. New Platforms Revenue
We also have two emerging platforms that we collectively refer to as our New Platforms: (i) Share.Market, which is our stock
broking and mutual funds distribution platform, and (ii) Indus Appstore, which is our Android app store.
390
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e n ts
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P a y m e n t s
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D is t r ib u t io nThe following table summarises the revenue streams from New Platforms:
Platform Revenue Stream Earned From
Share.Market Brokerage and depository services fees Customers
Mutual Funds Commission Asset Management Companies
Investment income Banks and asset management companies
Indus Ads and In-App Payments (early revenue stage) Developers and Brands
Appstore
The tables below set forth our sources of revenue from operations for the consolidated PhonePe Group in absolute terms and
as a percentage of total revenue from operations for the periods/ fiscal years indicated. This illustrates our revenue growth and
diversification over the periods presented, for reconciliation and reference to (A1), (A2), (B), (C), (E1), (E2), (F1) and (F2),
please refer to the table in “ – Summary of Results of Operations for the consolidated PhonePe Group” on page 407.
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period ended September 30,
2025 2024
₹ million % of Revenue from ₹ million % of Revenue from
operations operations
Revenue from PhonePe Platform (i) 38,584.86 98.47% 31,781.04 99.08%
A. Consumer Payments 21,997.75 56.14% 22,079.68 68.84%
(A1)+(E1)+(F1)
B. Merchant Payments (A2)+(E2) 12,060.85 30.78% 7,533.54 23.48%
C. Lending and Insurance Distribution 4,526.26 11.55% 2,167.82 6.76%
services (B)
Revenue from New Platforms (ii)(1) 599.83 1.53% 294.12 0.92%
D. Other services (C)+(F2) 599.83 1.53% 294.12 0.92%
Total revenue from operations 39,184.69 100.00% 32,075.16 100.00%
(iii)=(i)+(ii)
Note:
(1) The Reported Revenue from New Platforms for prior financial periods includes Share.Market, Indus Appstore and Pincode. After September 30,
2025, the Company transitioned out of the Pincode consumer mobile application. For more details, please refer to “ – Significant Developments
After September 30, 2025” on page 421.
(All amounts in ₹ million, unless otherwise stated)
Particulars For the fiscal year ended March 31,
2025 2024 2023
₹ million % of ₹ million % of Revenue ₹ million % of Revenue
Revenue from from
from operations operations
operations
Revenue from PhonePe Platform (i) 70,555.86 99.17% 50,393.99 99.52% 28,740.19 98.62%
Consumer Payments (A1)+(E1)+(F1) 45,069.03 63.34% 36,240.43 71.56% 24,163.52 82.91%
Merchant Payments (A2)+(E2) 19,910.36 27.99% 12,342.95 24.38% 4,296.13 14.75%
Lending and Insurance Distribution 5,576.47 7.84% 1,810.61 3.58% 280.54 0.96%
services (B)
Revenue from New Platforms (ii)(1) 592.72 0.83% 247.34 0.48% 402.68 1.38%
Other services (C)+(F2) 592.72 0.83% 247.34 0.48% 402.68 1.38%
Total revenue from operations 71,148.58 100.00% 50,641.33 100.00% 29,142.87 100.00%
(iii)=(i)+(ii)
Note:
(1) The Reported Revenue from New Platforms for prior financial periods includes Share.Market, Indus Appstore and Pincode. After September 30, 2025,
the Company transitioned out of the Pincode consumer mobile application. For more details, please refer to “ – Significant Developments After
September 30, 2025” on page 421.
We have received Digital Incentives for the six months period ended September 30, 2025 and 2024, and Fiscal Years 2025,
2024 and 2023, which is included as part of our Consumer Payments and Merchant Payments revenue. Please see the table
below for details.
391(All amounts in ₹ million)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Payer Side Digital Incentive 411.08 1,007.47 2,754.23 1,244.91 220.68
(Consumer Payments)
Payee Side Digital Incentive 247.43 42.21 1,647.26 3,040.81 22.78
(Merchant Payments)
For further details on the reconciliation of our revenue streams, please refer to the table in “– Summary of Results of Operations
for the consolidated PhonePe Group” on page 406.
To assess the monetisation potential of our user base, we track our 12-month Revenue per Active Customer ("RPAC") and 12-
month Revenue per Active Merchant ("RPAM"). Details of our RPAC and RPAM presented below exclude revenue from Rent
& related categories and RMG. Please see “– Principal Factors Affecting Financial Condition and Results of Operations –
Government Regulation” on page 403.
Notes:
(1) Revenue per Active Customer (RPAC) for a given 12-month period is calculated by dividing: (a) PhonePe Platform revenue earned from consumers
during the preceding 12 months counted from the last month of the period, calculated as the sum of Consumer payments revenue (excluding revenue from
Rent & related categories and RMG Revenue) and Consumer Lending and Insurance distribution revenue by (b) the average Monthly Active Customers
(“MAC”) over the same 12-month duration, computed as the average of the MAC of the first and the last month of the 12 months period. This metric
reflects overall consumer monetisation presented over the customer base, and does not represent revenue earned solely from customer fees or charges.
A detailed break-up and definition of Consumer revenue sources is provided in the table on page 389.
(2) Revenue per Active Merchant (RPAM) for a given period is calculated by dividing: (a) PhonePe Platform revenue earned from merchants during the
preceding 12 months counted from the last month of the period, calculated as the sum of Merchant payments revenue (excluding revenue from Rent &
related categories and RMG Revenue) and revenue from the Merchant Lending distribution business, by (b) the average Monthly Active Merchants
(“MAM”) over the same 12-month duration, computed as the average of the MAM of the first and the last month of the 12 months period. A detailed
break-up and definition of Merchant revenue sources is provided in the table on page 390.
392
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(2 )Please refer to the table below for calculations of RPAC and RPAM excluding revenue from Rent & related categories and
RMG for the fiscal years indicated:
(All amounts in ₹ million, unless otherwise stated)
Particulars For the fiscal year ended March 31,
2025 2024 2023
Consumers Merchants Consumers Merchants Consumers Merchants
(A) Average Active 214.93 11.29 180.27 11.30 143.72 11.30
Customers or Merchants
(million) (1)
Payments (excluding revenue 30,488.61 19,419.06 22,957.91 11,834.17 16,130.87 4,031.68
from Rent & Related
categories and RMG
Revenues) (B)
Lending & Insurance 2,296.03 3,280.44 1,094.11 716.50 278.55 1.99
Distribution (C)
(D) Total Revenue (B+C) 32,784.64 22,699.50 24,052.03 12,550.66 16,409.42 4,033.67
RPAC and RPAM 152.54 2,010.58 133.42 1,110.68 114.18 356.96
(D/A)
Note:
(1) Average Active Customers is calculated as MAC of first month of the 12-month period plus MAC of last month of the 12-month period, and such sum
divided by two. Average Active Merchants is calculated as MAM of the first month of the 12-month period plus MAM of the last month of the 12-month
period, and such sum divided by two.
For calculation of “Payments (excluding revenue from Rent & Related categories and RMG Revenues) (B)” please refer to
table below for the fiscal years indicated:
(All amounts in ₹ million)
Particulars For the fiscal year ended March 31,
2025 2024 2023
Consumers Merchants Consumers Merchants Consumers Merchants
Payments Revenue (B1) 45,069.03 19,910.36 36,240.43 12,342.95 24,163.52 4,296.13
Rent & Related Categories
12,622.70 - 11,449.21 - 6,215.97 -
Revenue (B2)
RMG Revenue (B3) 1,957.72 491.30 1,833.31 508.78 1,816.68 264.45
Revenue excluding Rent &
Related Categories and 30,488.61 19,419.06 22,957.91 11,834.17 16,130.87 4,031.68
RMG (B=B1-B2-B3)
Notes:
(B1) Payments Revenue from Consumer refers to the line item “Consumer Payments (A1)+(E1)+(F1)”and Payments Revenue from Merchants refers the line
item "Merchant Payments (A2)+(E2)" in the table in“ – Our Business Model – Revenue” on page 391.
(B2) Rent & Related Categories Revenue refers to the line item “Rent & Related Categories Revenue” in the table in "- Government Regulations” on page
404.
(B3) RMG Revenue refers to the line item “Total RMG Revenue (A+B)” in the table in “– Government Regulations” on page 404.
B. Expenses
Our key expenses include (i) payment processing charges, (ii) employee benefits expenses, (iii) depreciation and amortisation
expenses, (iv) advertisement and sales promotions expenses, (v) information technology infrastructure expenses and (vi)
subcontract and customer support expenses.
We believe our platform exhibits strong operating leverage. As we scale, we drive efficiency across major cost lines—employee
benefits (through productivity gains, automation and disciplined hiring), information technology and data centre spend (through
higher utilisation of owned facilities, workload optimisation, and power/cooling efficiency), and other operating expenses
(through process discipline and elimination of non-core spends).
The chart below presents the trend of our adjusted employee benefits expense, advertisement and sale promotions expenses and
information technology infrastructure expenses as a percentage of revenue from operations for the consolidated PhonePe Group
for the fiscal years indicated.
393Notes:
FY stands for Fiscal Year
Our adjusted employee benefits expense was ₹10,562.41 million for the six months period ended September 30, 2025 and ₹8,344.16 million for the six months
period ended September 30, 2024, and ₹17,388.43 million in Fiscal Year 2025, ₹14,108.10 million in Fiscal Year 2024 and ₹10,392.62 million in Fiscal Year
2023, which, as a % of revenue from operations is 26.96% for the six months period ended September 30, 2025 and 26.01% for the six months period ended
September 30, 2024, and 24.44% in Fiscal Year 2025, 27.86% in Fiscal Year 2024 and 35.66% in Fiscal Year 2023. Our expenses on advertisement and sales
promotions were ₹4,555.09 million for the six months period ended September 30, 2025, ₹3,076.31 million for the six months period ended September 30, 2024,
₹5,416.54 million in Fiscal Year 2025, ₹6,910.48 million in Fiscal Year 2024 and ₹6,516.35 million in Fiscal Year 2023, representing 11.62% for the six
months period ended September 30, 2025, 9.59% for the six months period ended September 30, 2024, 7.61% in Fiscal Year 2025, 13.65% in Fiscal Year 2024
and 22.36% in Fiscal Year 2023 of revenue from operations. Our expenses on information technology infrastructure were ₹2,838.34 million for the six months
period ended September 30, 2025, ₹2,237.21 million for the six months period ended September 30, 2024, ₹4,878.72 million in Fiscal Year 2025, ₹3,828.07
million in Fiscal Year 2024 and ₹2,162.25 million in Fiscal Year 2023, representing 7.24% for the six months period ended September 30, 2025, 6.97% for
the six months period ended September 30, 2024, 6.86% in Fiscal Year 2025, 7.56% in Fiscal Year 2024 and 7.42% in Fiscal Year 2023 of revenue from
operations.
1. Payment Processing Charges
Payment processing charges are paid to banks, payment gateways and other partners for facilitating Customer and
Merchant transactions on PhonePe Platform. It constitutes a significant portion of our expenses. Payment processing
charges were ₹10,900.01 million for the six months period ended September 30, 2025, ₹7,885.44 million for the six
months period ended September 30, 2024, ₹16,881.78 million in Fiscal Year 2025, ₹11,664.38 million in Fiscal Year
2024 and ₹6,669.66 million in Fiscal Year 2023, representing 27.82% for the six months period ended September 30,
2025, 24.58% for the six months period ended September 30, 2024, 23.73% in Fiscal Year 2025, 23.03% in Fiscal
Year 2024 and 22.89% in Fiscal Year 2023 of revenue from operations. Payment processing charges for Rent & related
categories was ₹3,829.28 million for the six months period ended September 30, 2025, ₹4,051.78 million for the six
months period ended September 30, 2024, ₹7,833.74 million in Fiscal Year 2025, ₹7,464.59 million in Fiscal Year
2024 and ₹4,334.62 million in Fiscal Year 2023.
2. Employee Benefits Expenses
Employee benefits expenses include payments to and in connection with our corporate and sales employees in the
nature of salaries, contributions to provident and other funds, gratuity and staff welfare costs and share based payments
(“ESOPs”). Our talent pool is essential for innovation and growth. We invest in attracting, retaining, and developing
top talent across technology, product, corporate and business functions.
The table below sets out the reconciliation for our adjusted employee benefits expense for the periods/ fiscal years
indicated:
(All amounts in ₹ million)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Employee benefits expense
28,691.09 21,496.63 40,967.05 36,039.76 30,965.74
(A)
Share based payments (B) 18,128.68 13,152.47 23,578.62 21,931.66 20,573.12
Adjusted employee benefits
10,562.41 8,344.16 17,388.43 14,108.10 10,392.62
expense (A - B)
The increases in adjusted employee benefits expense were primarily a result of increase in number of employees to
support our growth, annual increases in employee compensation and higher share-based payment expense from new
grants and one-time charges arising from ESOPs-related corporate actions.
394
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A d ju sted E m p lo y ee B en efits E x p en se
A d v ertisem en t & S ales P ro m o tio n s
In fo rm atio n T ech n o lo g y In frastru ctu reTo boost organisational productivity, we are deploying horizontal GenAI tools to improve day-to-day workflows like
meetings, documentation, and communication. We are identifying specific automation opportunities across functions
such as advertising supervision, merchant classification, and customer support bots, helping us stabilise operational
headcount while increasing output.
Our adjusted employee benefits expense as a percentage of revenue from operations decreased from 35.66% in Fiscal
Year 2023 to 24.44% in Fiscal Year 2025 and was 26.96% for the six months period ended September 30, 2025.
3. Advertisement and Sales Promotions
Advertisement and sales promotions expenses comprise digital and physical marketing, sponsorships, cashbacks, and
other incentives for acquisition and retention of consumers and merchants. These expenses are critical for consumer
and merchant acquisition, retention, and engagement. As our platform matures, we have optimised these costs to
improve return on investment.
Our advertisement and sales promotions expenses decreased from ₹6,516.35 million in Fiscal Year 2023 to ₹5,416.54
million in Fiscal Year 2025 and was ₹4,555.09 million for the six months period ended September 30, 2025. As a
percentage of revenue from operations it reduced from 22.36% in Fiscal Year 2023 to 7.61% in Fiscal Year 2025. For
the six months period ended September 30, 2025, our advertisement and sales promotions expenses was 11.62% of
revenue from operations.
4. Information Technology Infrastructure
Information technology infrastructure expenses comprise data centre running and maintenance charges, cloud
expenses, technology support for Payment Devices (including Smartspeakers and EDC Machines), as well as software
maintenance and enhancement charges. Our managed data centre infrastructure provides regulatory confidence and
cost efficiency, reducing dependency on third parties, and ensuring reliability and scalability across multiple business
verticals. Our information technology infrastructure expenses increased from ₹2,162.25 million in Fiscal Year 2023
to ₹4,878.72 million in Fiscal Year 2025 and was ₹2,838.34 million for the six months period ended September 30,
2025. As a percentage of revenue from operations, information technology infrastructure expenses reduced from 7.42%
in Fiscal Year 2023 to 6.86% in Fiscal Year 2025 and was 7.24% for the six months period ended September 30, 2025.
We intend to continue to invest in robust, scalable, and secure systems to support our growing transaction volumes
while managing costs efficiently.
5. Subcontract and customer support
Subcontract and customer support expenses include the costs associated with outsourced personnel and services that
support our operations. Subcontracted staff are dedicated to selling and business development activities, primarily
focused on onboarding new merchants, loan distribution and deployment of Payment Devices across the country. Costs
for outsourced customer support teams who are responsible for handling consumer and merchant queries, are also part
of these expenses.
6. Depreciation and amortisation
Our depreciation and amortisation expenses primarily include depreciation expenses on servers and server-related IT
assets, Payment Devices, computers and laptops, and right of use, intangibles and other assets.
C. Improvement in Profitability and Cash Generation
Our focus on revenue growth and cost efficiency over the past three Fiscal Years has been directed towards improving
profitability. Our restated profit/ (loss) was ₹(17,274.10) million in Fiscal Year 2025, which represented an improvement of
₹10,686.59 million between Fiscal Year 2023 and Fiscal Year 2025. Our Profit/ (loss) Margin improved from (90.68)% for
Fiscal Year 2023 to (22.64)% for Fiscal Year 2025. We delivered a profitable Adjusted EBIT in Fiscal Year 2025. We were
positive in terms of Adjusted EBITDA and Adjusted profit in Fiscal Year 2024 and in Fiscal Year 2025. For more details,
please refer to “Our Business – Our Consolidated PhonePe Group Financial Performance” on page 211.
Our business model emphasises the generation of Free cash, which provides us with the flexibility to reinvest in our existing
businesses, explore new opportunities and expand our footprint in new businesses, thereby driving long-term bottom line growth
and reducing revenue concentration risks. We generated Free cash of ₹1,904.76 million in Fiscal Year 2025 and ₹2,501.61
million for the six months period ended September 30, 2024.
395Our continued investments in our New Platforms will be supported by our liquidity position, comprising our Bank balances and
Investments and any Free cash generation at the PhonePe Group level. We follow a disciplined approach to capital allocation,
balancing growth ambitions with resilience and shareholder value creation. Management prioritises maintaining a strong
balance sheet and liquidity buffers, while striving to ensure that reinvestments in the core business deliver returns. Growth
capital is deployed selectively, in a manner which is linked to performance.
The following chart shows Free cash generated/ (used) from Fiscal Year 2023 to the six months period ended September 30,
2025. We generated Free cash in Fiscal Year 2025 and the six months period ended September 30, 2024 as a result of an increase
in net cash flows generated from operating activities.
Free Cash Generated / (Used)
(in ₹ million)
1,904.76 2,501.61
(5,218.33)
(20,850.74)
(22,306.54)
FY23 FY24 FY25 H1FY25 H1FY26
Note:
Free cash generated/ (used) refers to the aggregate of net cash flows generated from/ (used in) operating activities, purchase of property, plant and equipment,
including capital advances, capital work in progress and other intangible assets, proceeds from sale of property, plant and equipment, payment of principal
portion of lease liabilities and interest on lease liabilities. For a reconciliation of non-GAAP measures, see “Other Financial Information – Non-GAAP
Financial Measures – Reconciliation of non-GAAP measures” on page 380.
------------------
Principal Factors Affecting Financial Condition and Results of Operations
The following describes the key factors that have had, and we expect will continue to have, a significant effect on our financial
condition and results of operations:
(A) Consumers
Our revenue derived from consumers is impacted by our active customer base, as well as TPC, RPAC, customer
transactions and customer TPV, as set out below:
1. Growth in Active Customer Base
We define active customers as unique Registered Users who have done at least one successful payment transaction on
the PhonePe Platform in a defined time period (annual / monthly / daily). Our Yearly Active Customers (“YAC”),
MAC and Daily Active Customers (“DAC”) have grown since March 2023 to reach 290.24 million, 230.08 million
and 102.10 million in March 2025, reflecting a CAGR of 18.18%, 19.64% and 31.48%, respectively, and further
396
AC cu t iv e
s t o m e r s
T P C
R P A
In cre a seto
in cre
C
in T P C lea
se in R P
aA dC s In
T r a n s a c t io n s(m
o re T ra n sa c tio n s = m o re
R e v e n u e
cre a se in T ra n sa ctio n s a n d T P Vle
a d s to in cre a se in R e v e n u e
T P V )growing to YAC of 305.51 million, MAC of 237.75 million and DAC of 106.56 million in September 2025. Our
growth rate of DAC is higher than MAC, which is in turn higher than YAC, all of which are growing at a higher rate
than our total Registered User Base. Growth in our customer base reflects the expanding reach and adoption of our
PhonePe Platform. As customers adopt more use cases, their engagement deepens and stickiness increases. Each
additional service acts as a new hook, reinforcing habit formation and strengthening their relationship with the platform.
Please refer to “Our Business” beginning on page 194 for more details.
2. Increasing Engagement with Customers
Our revenue growth is dependent on our ability to not only attract but also retain and increase engagement with our
customer base.
Higher transactions per customer reflect increased use-case adoption on the platform and are therefore directly
correlated with RPAC. Our Transactions per Customer (“TPC”) for the last months of the Fiscal Year have grown
from 25.50 in Fiscal Year 2023 to 38.10 in Fiscal Year 2025 at a CAGR of 22.23%. The following chart shows TPC
from March 2023 to September 2025:
Transactions Per Customer
(Number of Transactions)
CAGR: YoY:
22.23% 11.50%
38.10 38.29
34.34
33.04
25.50
Mar-23 Mar-24 Mar-25 Sep-24 Sep-25
Notes:
All metrics for PhonePe Platform.
(1) TPC for the last month of the period/ fiscal year is computed as total Customer Transactions in the last month of the period/ fiscal year
indicated divided by Monthly Active Customers for that month.
As a result of our growing customer base as well as increasing TPC, our Customer Transactions grew at a 50.85%
CAGR from 39.67 billion in Fiscal Year 2023 to 90.27 billion in Fiscal Year 2025, while our Customer TPV grew at
a 38.13% CAGR from ₹69.55 trillion in Fiscal Year 2023 to ₹132.70 trillion in Fiscal Year 2025. Over the six months
period ended September 30, 2024 and 2025, our Customer Transactions increased by 27.26% year-on-year, from 41.96
billion to 53.40 billion, and our Customer TPV increased by 18.91% from ₹61.98 trillion to ₹73.70 trillion.
This reflects significant growth in platform usage and customer engagement. The increasing digitisation of offline
merchants has led to a higher number of digital customer transactions. As a result, the transactions made to merchants,
which typically have a lower average transaction value, witnessed a higher growth compared to that of customer
transactions, according to the Redseer Report (chapter 2, page 171). Consequently, the growth in Customer
Transactions has outpaced the growth of Customer TPV. This also highlights the growing acceptance of the PhonePe
Platform for everyday payments, including smaller value transactions as more consumers choose our platform for a
broader range of use cases.
397The following charts show our Customer Transactions and Customer TPV from Fiscal Year 2023 to the six months
period ended September 30, 2025:
Customer Transactions(1) Customer Total Payment Value(2)
(in billion) (in ₹trillion)
CAGR: YoY: CAGR: YoY:
50.85% 27.26% 38.13% 18.91%
132.70
90.27
100.22
62.36
53.40 69.5x5 73.70
39.67 41.96 61.98
FY23 FY24 FY25 H1FY25 H1FY26 FY23 FY24 FY25 H1FY25 H1FY26
Notes:
FY stands for Fiscal Year.
All metrics are for PhonePe Platform.
(1) Customer Transactions refers to the total successful payment transactions by PhonePe Customers in the first half of the fiscal year/reporting
period.
(2) Customer TPV refers to the total payment value of the Customer Transactions in the first half of the fiscal year/reporting period.
Habitual Users, defined as customers doing at least 30 transactions in a month, as a percentage of MAC, increased
from 28.41% in March 2023 to 41.43% in March 2025. For details on our retention and cohorts’ analysis, see “Our
Business – Our Business Offerings – (i) The PhonePe Platform” on page 217.
(B) Merchants
Our revenue derived from merchants is impacted by our active merchant base, as well as TPAM, RPAM, merchant
transactions and merchant TPV, as set out below:
Transactions
TPAM
(more Transactions = more TPV)
Active
Merchants
RPAM Revenue
Increase in TPAM leads Increase in Transactions and TPV
to increase in RPAM leads to increase in Revenue
1. Growth in Active Merchant Base
Our merchant network forms a critical pillar of our business model, directly impacting our revenue, TPV, and overall
platform strength. We have experienced substantial growth in our LTD Registered Merchant Base, which has increased
from 34.94 million as of March 31, 2023 to 47.19 million as of September 30, 2025.
We are focused on increasing our active merchant base by helping merchants enhance the experience of their customers
by offering a wide range of payment options across QR codes, Smartspeakers, EDC Machines, Payment Gateway
solutions and on-demand settlement service, while also offering reliable transaction settlements, payment
reconciliation, trust based relationship through the pan-India feet-on-street network and other value added services
through the PhonePe Business app. Merchants can also access digital finance options such as Loans and Shop insurance
through our PhonePe Platform. Our Daily Active Merchants (“DAM”) on PhonePe Platform have grown from 5.05
million in March 2023 to 6.77 million in March 2025 representing a CAGR of 15.78%. Our MAM on PhonePe
Platform stood at 11.31 million in March 2025, which according to the Redseer Report (chapter 7, page 191), comprise
approximately 54% of an estimated 21 million monthly active merchants in India using UPI.
398A key strategy for growing our active merchant base has been deployment of our Payment Devices across merchants
in India. We have over 9.19 million net deployed Payment Devices across our merchant network, as of September 30,
2025, including Smartspeakers and EDC machines. These devices enhance the payment experience for both the
merchants and consumers while strengthening merchant loyalty and creating a recurring revenue stream for our
business.
The following chart shows our DAM from the last month of Fiscal Year 2023 to the September 2025:
Daily Active Merchants
(in million)
CAGR: YoY:
15.78% 3.69%
6.77 6.75
6.51
6.20
5.05
Mar-23 Mar-24 Mar-25 Sep-24 Sep-25
Notes:
All metrics are for PhonePe Platform.
(1) DAM refers to the daily average count of unique Registered Merchants to whom at least one successful payment
transaction was made, averaged for the days of the last month of the first half of the fiscal year/reporting period.
2. Increasing Engagement with Merchants
The volume and value of transactions processed through our merchant network are vital indicators of our platform’s
strength. The growth rate of transactions and TPV processed by our merchant network reflects our progress in
capturing offline and online Merchant Payments.
Our strategic focus has been on driving up DAM on PhonePe Platform since enhancing daily engagement increases
transaction volumes. Increasing DAM as a percentage of MAM also indicates increasing platform stickiness - more
and more merchants prefer using PhonePe on a daily basis.
The following chart shows the trend in DAM as a percentage of MAM from March 2023 to September 2025:
Notes:
All metrics are for PhonePe Platform.
(1) DAM refers to the daily average count of unique Registered Merchants to whom at least one successful payment transaction was made,
averaged for the days of the last month of the first half of the fiscal year/reporting period.
(2) MAM refers to the count of unique Registered Merchants to whom at least one successful payment transaction was made in the last month of
the first half of the fiscal year/reporting period.
(3) DAM / MAM is computed as DAM as a percentage of MAM.
399
D a ily A c
4
M
t
4
iv
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a r
e M
8 %
- 2 3
e r
5
M
c h
4 .1
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- 2 4
t s (1 )/M o n(
in % )
5 9 .8 6 %
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- 2 4
iv e M
6 0 .7
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e r c
7 %
- 2 5
h a n t s (2 )The average number of transactions processed per MAM per month, indicates merchant engagement and the
effectiveness of our merchant solutions. The following chart shows average number of Transactions Per Monthly
Active Merchant (“TPAM”) from March 2023 to September 2025:
Notes:
All metrics are for PhonePe Platform.
(1) TPAM for the relevant month is computed as Merchant Transactions in such month divided by monthly active merchants for that month.
PhonePe’s Merchant Payments strategy is built on scale, stickiness, and on-ground execution. We have a presence
across 98.61% of India’s pin codes as of September 30, 2025, enabling merchants nationwide to accept digital
payments through our platform. A key driver of TPAM growth has been the rapid deployment of Payment Devices,
which not only enhance ease of acceptance but also create long-term merchant lock-in, increasing the share of
transactions we capture. Underpinning this is our network of 25,657 on-ground sales force (comprising full-time
employees and contracted staff) that drives merchant onboarding, device deployment, and ongoing servicing. As the
face of PhonePe for merchants, this team builds trust and deepens engagement.
The following chart shows net Payment Devices deployed (including Smartspeakers and EDC Machines) as of the last
month of the period/ fiscal year from Fiscal Year 2023 to September 2025:
For online merchants, we also offer payment solutions that seamlessly integrate into their businesses, allowing them
to reach customers who prefer digital payments and effectively manage transactions. Bolt - our Payment Gateway
Product - is an advanced digital payment solution that, combined with PhonePe’s extensive user base, positions
merchants for success by enabling them to effectively reach and serve their customers’ payment needs seamlessly.
Overall, as a result of our growing active merchant base and rapidly increasing TPAM, our Merchant Transactions
have grown with a CAGR of 64.26% and TPV has grown with a CAGR of 40.95% during the period from Fiscal Year
2023 to Fiscal Year 2025. The following charts show our Merchant Transactions and Merchant TPV from Fiscal Year
2023 to the six months period ended September 30, 2025:
400
1
M
T r
4 7 .8 7
a r - 2 3
a n s a c t io(
N u m
C A G R :5
6 .7 0 %
2 6 8 .2 2
M a r - 2 4
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6
5
Net Payment Devices Deployed
(in million)
9.19
7.80
6.62
5.42
2.06
Mar-23 Mar-24 Mar-25 Sep-24 Sep-25Notes:
All metrics are for PhonePe Platform.
FY stands for Fiscal Year
(1) Merchant Transactions refers to total successful payment transactions made to Registered Merchants in the first half of the fiscal
year/reporting period.
(2) Merchant TPV refers to the total payment value of the Merchant Payment transactions made to Registered Merchants in the first half of the
fiscal year/reporting period.
(C) Lending and Insurance Distribution
The growth of our Lending and Insurance Distribution services demonstrates our ability to leverage our scale, brand
strength, trust and proprietary technology infrastructure to distribute Financial Services and products. The current scale
of these businesses also reflects sustained engagement of our customers and merchants on our platform. Our Lending
Distribution business, which was launched in March 2023, has experienced substantial growth with LTD disbursals
by our lender partners of ₹142.70 billion as of September 30, 2025. Similarly, since obtaining our insurance broking
license in August 2021, we have sold 18.49 million insurance policies on behalf of our insurance partners as of
September 30, 2025. Lending and Insurance Distribution services revenue has accordingly grown by a CAGR of
345.84% from ₹280.54 million in Fiscal Year 2023 to ₹5,576.47 million in Fiscal Year 2025. Similarly, Lending and
Insurance Distribution services revenue increased from ₹2,167.82 million for the six months period ended September
30, 2024 to ₹4,526.26 million for the six months period ended September 30, 2025.
------------------
401
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1
2 6Key Highlights of Our Financial Performance
Fiscal Years 2023 to 2025:
402
P
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a r tic u la r s
(1)e v e n u e fro m o p e ra tio n s
(2)ro w th in re v e n u e fro m o p e ra tio n s (% )
(3)o ta l in c o m e
(4)ro w th in to ta l in c o m e (% )
(5)d ju s te d E B IT D A
P h o n e P e P la tfo rm A d ju s te d E B IT D A
(6)N e w P la tfo rm A d ju s te d E B IT D A
(7)d ju s te d E B IT D A M a rg in (% )
(8)d ju s te d E B IT
(9)d ju s te d E B IT M a rg in (% )
(10)e s ta te d p ro fit/(lo s s )
(11)ro fit/(lo s s ) M a rg in (% )
(12)d ju s te d p ro fit/(lo s s )
(13)d ju s te d p ro fit/(lo s s ) M a rg in (% )
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2 0 2 3
2 9 ,1 4 2 .8 7
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3 0 ,8 3 4 .3 4
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(3 ,7 5 4 .5 9 )
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(1 ,1 4 7 .5 5 )
(1 2 .8 8 )%
(9 ,1 2 0 .4 7 )
(3 1 .3 0 ) %
(2 7 ,9 6 0 .6 9 )
(9 0 .6 8 )%
(7 ,3 8 7 .5 7 )
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o r
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8 5 .5 8 %
6 ,5 1 8 .8 1
8 ,3 8 9 .6 2
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ta te d )Six months period ended September 30, 2024 and 2025:
Notes:
(1) Revenue from operations means revenue generated by our Company from sale of services and other operating revenue.
(2) Growth in revenue from operations percentage is calculated as a percentage of revenue from operations of the relevant fiscal period/ year minus revenue
from operations of the preceding fiscal period/ year, divided by revenue from operations of the preceding fiscal period/ year.
(3) Total income means revenue from operations and other income.
(4) Growth in total income is calculated as a percentage of total income of the relevant fiscal period/ year minus total income from the preceding fiscal
period/ year, divided by total income of the preceding fiscal period/ year.
(5) Adjusted EBITDA is calculated as restated profit/ (loss), before other income, finance costs, depreciation and amortisation expense, share of profit of
associate, net of taxes, exceptional item, total tax expense/ (credit) and share based payments.
(6) New Platform Adjusted EBITDA for prior financial periods includes Share.Market, Indus Appstore and Pincode. After September 30, 2025 the Company
transitioned out of the Pincode consumer mobile application, please refer “ – Significant Developments After September 30, 2025” on page 421.
(7) Adjusted EBITDA margin percentage is derived by dividing Adjusted EBITDA by revenue from operations.
(8) Adjusted EBIT is calculated as restated profit/ (loss), before other income, finance costs, share of profit of associate, net of taxes, exceptional item, total
tax expense/ (credit) and share based payments.
(9) Adjusted EBIT Margin percentage is derived by dividing Adjusted EBIT by revenue from operations.
(10) Restated profit/ (loss) means profit/ (loss) for the relevant fiscal period/ year.
(11) Profit/ (Loss) Margin percentage is derived by dividing restated profit/ (loss) by total income.
(12) Adjusted profit/ (loss) is calculated as restated profit/ (loss), before exceptional item and share based payments.
(13) Adjusted profit/ (loss) Margin percentage is derived by dividing Adjusted profit/ (loss) by total income.
For a reconciliation of non-GAAP measures, see “Other Financial Information – Non-GAAP Financial Measures –
Reconciliation of non-GAAP measures” on page 380.
Government Regulations
Our results of operations can be impacted by government regulation and policies that are applicable to our business.
During the six months period ended September 30, 2025, we were impacted by certain material regulatory and corporate
developments that had a significant effect on our operations and financial performance, as outlined below:
403
P
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a r tic u la r s
(1)e v e n u e fro m o p e ra tio n s
(2)ro w th in re v e n u e fro m o p e ra tio n s (% )
(3)o ta l in c o m e
(4)ro w th in to ta l in c o m e (% )
(5)d ju s te d E B IT D A
P h o n e P e P la tfo rm A d ju s te d E B IT D A
(6)N e w P la tfo rm A d ju s te d E B IT D A
(7)d ju s te d E B IT D A M a rg in (% )
(8)d ju s te d E B IT
(9)d ju s te d E B IT M a rg in (% )
(10)e s ta te d p ro fit/(lo s s )
(11)ro fit/(lo s s ) M a rg in (% )
(12)d ju s te d p ro fit/(lo s s )
(13)d ju s te d p ro fit/(lo s s ) M a rg in (% )
F o
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r th e s ix m o
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3 4 ,5 9 7 .0 8
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(2 ,7 4 2 .9 1 )
1 5 .7 4 %
(1 ,4 1 4 .0 6 )
(4 .4 1 )%
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6 .4 8 %
(3 ,1 3 8 .3 2 )
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e
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,
ta te d )• Online Gaming Ban in India: On August 22, 2025, the Parliament enacted the Promotion and Regulation of Online
Gaming Act, 2025, which imposes the RMG ban, whether based on skill, chance or a combination thereof, and
prohibits related financial transactions and advertisements. Accordingly, we ceased to generate revenues from
advertising and payment gateway services associated with real money gaming with effect from August 22, 2025. While
our results of operations going forward from October 2025 will reflect the impact of the RMG ban, details of our
revenue from RMG for the six months period ended September 30, 2025 and 2024, and Fiscal Years 2025, 2024 and
2023 are set out below:
(All amounts in ₹ million unless otherwise indicated)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Total RMG Revenue (A+B) 709.87 1,470.66 2,449.02 2,342.09 2,081.13
RMG Revenue in Consumer 506.51 1,225.25 1,957.72 1,833.31 1,816.68
Payments (A)
RMG Revenue in Merchant 203.36 245.40 491.30 508.78 264.45
Payments (B)
RMG Revenue as % of 1.84% 4.63% 3.47% 4.65% 7.24%
Revenue of PhonePe
Platform
RMG-GM 600.60 1,377.60 2,250.67 2,240.99 2,054.43
RMG GM as % of GM of 2.17% 5.77% 4.19% 5.79% 9.31%
PhonePe Platform
• Regulatory direction from RBI on PA / PG Guidelines: In September 2025, prompted by regulatory direction, PhonePe
discontinued its payment services for Rent & related categories, where "related categories" refers to categories such
as rent, maintenance and brokerage. While our results of operations going forward from October 2025 will reflect the
impact of the discontinuation of Rent & related categories, details of our revenue from Rent & related categories for
the six months period ended September 30, 2025 and 2024, and Fiscal Years 2025, 2024 and 2023 are set out below:
(All amounts in ₹ million unless otherwise indicated)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Rent & related categories 5,185.24 6,682.62 12,622.70 11,449.21 6,215.97
Revenue
Rent & related categories 13.44% 21.03% 17.89% 22.72% 21.63%
Revenue as % of Revenue of
PhonePe Platform
Rent & related categories 1,355.95 2,630.84 4,788.97 3,984.61 1,881.35
Gross Margin
Rent & related categories 4.90% 11.01% 8.92% 10.29% 8.52%
GM as % of GM of PhonePe
Platform
We also receive incentives under government schemes, such as PIDF and Digital Incentive, which are intended to promote
various products or services in our industry, which contribute to our revenue from operations. The recognition of such incentives
is often uncertain and irregular, which may result in variability in our revenue recognition patterns. This uncertainty in timing
of revenue recognition could lead to volatility in our quarterly financial results, and uneven distribution of cash flows.
According to the Redseer Report, prior to 2020, UPI transactions attracted a Merchant Discount Rate (MDR), which served as
a revenue stream for TPAPs, Payment Aggregators and Sponsor banks, and to drive mass adoption of digital payments,
especially among small and micro merchants, the government waived off MDR on UPI and RuPay transactions. According to
the Redseer Report (chapter 2, page 171), recognising the need for a sustainable monetisation model, the Payments Council of
India (PCI) has urged the government to review the Zero MDR policy on UPI transactions for large merchants and all RuPay
debit card transactions. According to the Redseer Report, going forward, a carefully structured MDR regime could provide the
necessary commercial incentive for ecosystem players to continue investing in innovation, infrastructure, and merchant
acquisition, and while it may marginally increase costs for certain segments, the revenue potential could strengthen the business
case for digital payment providers, enabling deeper coverage, improved service quality, and continued growth in UPI adoption
across the country. Such changes could also in turn impact our results of operations.
404Key Corporate Actions
ESOP-related event: Certain actions were undertaken in relation to our employee stock option plans and founder awards, which
resulted in one-time impacts on our consolidated statements of profit and loss, cash flows and balance sheet, summarized below:
• Option settlement / exercise: we undertook settlement or early exercise of options for certain employees, subject to
defined eligibility criteria. For employees who surrendered outstanding vested and unvested options, there was a one-
time cash settlement payout of ₹1,100.92 million (net of taxes) and recognition of the remaining unamortised share
based payment expense of ₹132.68 million in the statement of profit and loss. For other employees, options were
exercised at an exercise price of ₹1 per option, and a portion of options was cancelled or sold in a secondary sale
transaction to settle related tax obligations. The total tax consideration arising from these transactions amounting to
approximately ₹59,728.84 million were subsequently settled in October 2025. This included an amount of ₹55,487.00
million received from employees on secondary sale transactions and reflected within cash and investment balances as
of September 30, 2025.
• Scheme modification: Modification of the PhonePe Founder Awards, India scheme, which led to recognition of a share
based payment expense of ₹7,858.83 million in the statement of profit and loss.
• Overall, these actions resulted in a one-time impact on our consolidated statement of profit and loss of ₹7,991.51
million and a cash flow impact of ₹1,100.92 million for the six months period ended September 30, 2025.
------------------
Key Highlights of Our Financial Performance (excluding Rent & RMG)
Fiscal Years 2023 to 2025:
The chart below presents, for the consolidated PhonePe Group, the trend of our adjusted employee benefits expense,
advertisement and sale promotions expenses and information technology infrastructure expenses as a percentage of revenue
from operations excluding Rent & related categories and RMG for the consolidated PhonePe Group for the fiscal years indicated.
49.85%
38.29%
31.01%
31.26% Adjusted Employee Benefits Expense
Advertisement & Sales Promotions
18.75%
Information Technology Infrastructure
10.37% 9.66%
10.39% 8.70%
FY23 FY24 FY25
Notes:
FY stands for Fiscal Year
Our adjusted employee benefits expense was ₹10,562.41 million for the six months period ended September 30, 2025 and ₹8,344.16 million for the six months
period ended September 30, 2024, and ₹17,388.43 million in Fiscal Year 2025, ₹14,108.10 million in Fiscal Year 2024 and ₹10,392.62 million in Fiscal Year
2023, which, as a percentage of revenue from operations is 26.96% for the six months period ended September 30, 2025 and 26.01% for the six months period
ended September 30, 2024, and 24.44% in Fiscal Year 2025, 27.86% in Fiscal Year 2024 and 35.66% in Fiscal Year 2023. Our advertisement and sales
promotions expenses was ₹4,555.09 million for the six months period ended September 30, 2025 and ₹3,076.31 million for the six months period ended
September 30, 2024, and ₹5,416.54 million in Fiscal Year 2025, ₹6,910.48 million in Fiscal Year 2024 and ₹6,516.35 million in Fiscal Year 2023, which, as
a percentage of revenue from operations is 11.62% for the six months period ended September 30, 2025 and 9.59% for the six months period ended September
30, 2024, and 7.61% in Fiscal Year 2025, 13.65% in Fiscal Year 2024 and 22.36% in Fiscal Year 2023. Our information technology infrastructure expenses
was ₹2,838.34 million for the six months period ended September 30, 2025 and ₹2,237.21 million for the six months period ended September 30, 2024, and
₹4,878.72 million in Fiscal Year 2025, ₹3,828.07 million in Fiscal Year 2024 and ₹2,162.25 million in Fiscal Year 2023, which, as a percentage of revenue
from operations is 7.24% for the six months period ended September 30, 2025 and 6.97% for the six months period ended September 30, 2024, and 6.86% in
Fiscal Year 2025, 7.56% in Fiscal Year 2024 and 7.42% in Fiscal Year 2023.
405The tables below provide an overview of PhonePe Platform revenue from operations and PhonePe Platform Adjusted EBITDA
excluding Rent & related categories and RMG for the periods/ fiscal years indicated.
(All amounts in ₹ million)
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
Revenue from PhonePe Platform excluding 32,689.76 23,627.77 55,484.14 36,602.69 20,443.09
Revenue from Rent & related categories and
RMG
Adjusted EBITDA from PhonePe Platform 3,284.77 3,782.45 12,278.79 2,164.08 (6,542.81)
excluding Rent & related categories Gross
Margin and RMG GM
------------------
Summary of Results of Operations for the Consolidated PhonePe Group
The following table sets forth select financial data for the periods/ fiscal years indicated, the components of which are also
expressed as a percentage of total income for such periods/ years.
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period ended September 30, For the fiscal year ended March 31,
2025 2024 2025 2024 2023
Amount % of Total Amount % of Total Amount % of Total Amount % of Total Amount % of Total
income income income income income
Income
Revenue from 39,184.69 93.87% 32,075.16 92.71% 71,148.58 93.23% 50,641.33 88.50% 29,142.87 94.51%
operations
Other income 2,560.38 6.13% 2,521.92 7.29% 5,165.24 6.77% 6,580.67 11.50% 1,691.47 5.49%
Total income (i) 41,745.07 100.00% 34,597.08 100.00% 76,313.82 100.00% 57,222.00 100.00% 30,834.34 100.00%
Expenses
Payment 10,900.01 26.11% 7,885.44 22.79% 16,881.78 22.12% 11,664.38 20.38% 6,669.66 21.63%
processing charges
Employee benefits 28,691.09 68.73% 21,496.63 62.14% 40,967.05 53.68% 36,039.76 62.98% 30,965.74 100.43%
expense
Finance costs 240.99 0.58% 158.58 0.46% 382.58 0.51% 323.07 0.56% 225.88 0.73%
Depreciation and 5,677.41 13.60% 6,462.04 18.68% 13,603.11 17.83% 11,165.66 19.51% 5,365.88 17.40%
amortisation
expense
Other expenses 15,183.18 36.37% 10,797.58 31.21% 22,106.45 28.97% 18,350.04 32.07% 15,835.18 51.36%
Total expenses (ii) 60,692.68 145.39% 46,800.27 135.28% 93,940.97 123.11% 77,542.91 135.50% 59,062.34 191.54%
Restated profit/ (18,947.61) (45.39)% (12,203.19) (35.28)% (17,627.15) (23.11)% (20,320.91) (35.50)% (28,228.00) (91.54)%
(loss) before share
of profit of
associate,
exceptional item
and tax
Share of profit of 96.97 0.23% 135.26 0.39% 271.55 0.36% 254.38 0.44% 204.51 0.66%
associate, net of
taxes (iii)
Restated profit/
(loss) before
exceptional item (18,850.64) (45.16)% (12,067.93) (34.89)% (17,355.60) (22.75)% (20,066.53) (35.06)% (28,023.49) (90.88)%
and tax [(i)-
(ii)+(iii)]
Exceptional item 4,344.74 10.41% - - - - - - - -
(iv)
Restated profit/ (14,505.90) (34.75)% (12,067.93) (34.89)% (17,355.60) (22.75)% (20,066.53) (35.06)% (28,023.49) (90.88)%
(loss) before tax
[(i)-(ii)+(iii)+(iv)]
Tax Expense/ (credit)
Current tax 0.78 0.00%* 1.63 0.00%* 3.25 0.00%* - - - -
406(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period ended September 30, For the fiscal year ended March 31,
2025 2024 2025 2024 2023
Amount % of Total Amount % of Total Amount % of Total Amount % of Total Amount % of Total
income income income income income
Deferred tax (62.46) (0.15)% (37.51) (0.11)% (84.75) (0.11)% (104.82) (0.18)% (62.80) (0.20)%
Total tax expense/ (61.68) (0.15)% (35.88) (0.11)% (81.50) (0.11)% (104.82) (0.18)% (62.80) (0.20)%
(credit) (v)
Restated profit/ (14,444.22) (34.60)% (12,032.05) (34.78)% (17,274.10) (22.64)% (19,961.71) (34.88)% (27,960.69) (90.68)%
(loss) (vi) [(iv)-(v)]
* Less than 0.01%.
The following table sets forth select financial data for the periods/ fiscal years indicated the components of which are also
expressed as a percentage of total income for such periods/ fiscal years:
(All amounts in ₹ million, unless otherwise stated)
Particulars For the six months period ended September 30, For the fiscal year ended March 31,
2025 2024 2025 2024 2023
Amount % of Total Amount % of Total Amount % of Total Amount % of Total Amount % of Total
income income income income income
Revenue from sale of services
Payment services 32,317.36 77.42% 29,322.56 84.75% 62,997.11 82.55% 47,885.09 83.68% 27,071.15 87.80%
(A=A1+A2)
Consumer 21,931.37 52.54% 22,079.68 63.82% 45,069.03 59.06% 36,240.43 63.33% 24,163.52 78.37%
payments (A1)
Merchant 10,385.99 24.88% 7,242.89 20.94% 17,928.08 23.49% 11,644.66 20.35% 2,907.63 9.43%
payments (A2)
Lending and 4,526.26 10.84% 2,167.82 6.27% 5,576.47 7.31% 1,810.61 3.16% 280.54 0.91%
Insurance
Distribution
services (B)
Other services (C) 599.83 1.44% 282.86 0.82% 572.50 0.75% 223.01 0.39% 397.73 1.29%
Total 37,443.45 89.70% 31,773.24 91.84% 69,146.08 90.61% 49,918.71 87.23% 27,749.42 90.00%
(D=A+B+C)
Other operating revenue
Incentives on 1,674.86 4.01% 290.65 0.84% 1,982.28 2.60% 698.29 1.22% 1,388.50 4.50%
payment services
(E=E1+E2) (1)
Consumer - - - - - - - - - -
payments (E1)
Merchant 1,674.86 4.01% 290.65 0.84% 1,982.28 2.60% 698.29 1.22% 1,388.50 4.50%
payments (E2) (1)
Others 66.38 0.16% 11.27 0.03% 20.22 0.02% 24.33 0.04% 4.95 0.02%
(F=F1+F2)
Consumer 66.38 0.16% - - - - - - - -
payments (F1)
Others (F2) - 0.00% 11.27 0.03% 20.22 0.02% 24.33 0.04% 4.95 0.02%
Total (G=E+F) 1,741.24 4.17% 301.92 0.87% 2,002.50 2.62% 722.62 1.26% 1,393.45 4.52%
Revenue from 39,184.69 93.87% 32,075.16 92.71% 71,148.58 93.23% 50,641.33 88.49% 29,142.87 94.52%
operations (H =
D+G)(2)
Total income 41,745.07 100.00% 34,597.08 100.00% 76,313.82 100.00% 57,222.00 100.00% 30,834.34 100.00%
Notes:
(1) Incentives on payment services amounting to ₹1,674.86 million for the six months period ended September 30, 2025, ₹290.65 million for the six months
period ended September 30, 2024, ₹1,982.28 million for Fiscal Years 2025, ₹698.29 million for Fiscal Years 2024, and ₹1,388.50 million for Fiscal
Years 2023 relates to Merchant Payments. These incentives include consideration received from NPCI for RuPay Credit Cards on UPI Acceptance
Incentive Scheme amounting to Nil for the six months period ended September 30, 2025, Nil for the six months period ended September 30, 2024, ₹90.00
million for Fiscal Years 2025, Nil for Fiscal Years 2024 and Nil for Fiscal Years 2023, and the incentive received by the Group in accordance with the
circular issued by the Reserve Bank of India on qualifying expenditure incurred towards deployment of payment acceptance devices amounting to
₹1,674.86 million for the six months period ended September 30, 2025, ₹290.65 million for the six months period ended September 30, 2024, ₹1,892.28
million for Fiscal Years 2025, ₹698.29 million for Fiscal Years 2024 and ₹1,388.50 million Fiscal Years 2023.
(2) Total revenue from operations includes revenue from consumer payments aggregating to ₹21,997.75 million for the six months period ended September
30, 2025, ₹ 22,079.68 million for the six months period ended September 30, 2024, ₹45,069.03 million for Fiscal Year 2025, ₹36,240.43 million for Fiscal
Year 2024, and ₹24,163.52 million for Fiscal Year 2023 (i.e. A1+E1) and revenue from merchant payments aggregating to ₹12,060.85 million for the
407six months period ended September 30, 2025, ₹7,533.54 million for the six months period ended September 30, 2024, ₹19,910.36 million for Fiscal Year
2025, ₹12,342.95 million for Fiscal Year 2024, and ₹4,296.13 million for Fiscal Year 2023 (i.e. A2+E2).
------------------
Six Months Period Ended September 30, 2025 Compared to Six Months Period Ended September 30, 2024
Revenue from operations
Revenue from operations increased by 22.17%, or ₹7,109.53 million, to ₹39,184.69 million for the six months period ended
September 30, 2025 from ₹32,075.16 million for the six months period ended September 30, 2024.
Revenue from operations excluding revenue from Rent & related categories and RMG was ₹33,289.58 million for the six
months period ended September 30, 2025 and ₹23,921.89 million for the six months period ended September 30, 2024, which
is calculated by removing ₹5,185.24 million of revenue from Rent & related categories and ₹709.87 million of revenue from
RMG for the six months period ended September 30, 2025 and ₹6,682.62 million of revenue from Rent & related categories
and ₹1,470.65 million of revenue from RMG for the six months period ended September 30, 2024, respectively. Accordingly,
revenue from operations excluding Rent & related categories and RMG increased by 39.16% to ₹33,289.58 million for the six
months period ended September 30, from ₹23,921.89 million for the six months period ended September 30, 2024.
• Payment Services: Payment Services increased by 10.44%, or ₹3,061.19 million, to ₹32,383.75 million for the six
months period ended September 30, 2025 from ₹29,322.56 million for the six months period ended September 30, 2024,
primarily due to increase in transaction processing fees paid by merchants, business partners, as well as consumers. Such
increases were primarily led by increases in TPV, stemming from a higher number of active customers and increased
value of card transactions. This was partially offset by the discontinuation of payment services for Rent & related
categories. Customer TPV on PhonePe Platform increased to ₹73.70 trillion for the six months period ended September
30, 2025 from ₹61.98 trillion for the six months period ended September 30, 2024, while Merchant TPV on PhonePe
Platform increased to ₹8.51 trillion for the six months period ended September 30, 2025 from ₹7.01 trillion for the six
months period ended September 30, 2024. Further, MAC increased to 237.75 million for the six months period ended
September 30, 2025 from 212.85 million for the six months period ended September 30, 2024.
• Lending and Insurance Distribution services: Lending and Insurance Distribution services increased by 108.79%, or
₹2,358.44 million, to ₹4,526.26 million for the six months period ended September 30, 2025 from ₹2,167.82 million for
the six months period ended September 30, 2024, primarily due to increases in Insurance distribution fees and Lending
sourcing and service fees. The increase in Insurance distribution fees was primarily on account of an increase in the
number of policies distributed, while the increase in Lending sourcing and service fees earned from partner lenders was
primarily on account of higher loan disbursement value to customers and merchants using the PhonePe Platform, from
which we receive a fixed percentage.
• Other services: Other services, which includes revenue from stock broking, mutual fund distribution and marketplace
platform services, increased by 112.06%, or ₹316.96 million, to ₹599.83 million for the six months period ended
September 30, 2025 from ₹282.86 million for the six months period ended September 30, 2024, primarily driven by an
increase in assets under management for mutual funds and increased commission charged from Share.Market customers.
• Other operating revenue: Other operating revenue increased for the six months period ended September 30, 2025
compared to six months period ended September 30, 2024, primarily due to an increase in incentives on Payment
Services of 476.25%, or ₹1,384.21 million, to ₹1,674.86 million for the six months period ended September 30, 2025
from ₹290.65 million for the six months period ended September 30, 2024. Such incentives were received towards
deployment of Payment Devices under the RBI’s PIDF scheme, which was launched in January 2021 and remained in
effect until December 31, 2025.
Other income
Other income increased by 1.53%, or ₹38.46 million, to ₹2,560.38 million for the six months period ended September 30, 2025
from ₹2,521.92 million for the six months period ended September 30, 2024, primarily due to an increase in gain on sale/ fair
valuation of investments carried at FVTPL (net) to ₹942.73 million for the six months period ended September 30, 2025 from
₹171.57 million for the six months period ended September 30, 2024.
Expenses
Payment processing charges
Payment processing charges increased by 38.23%, or ₹3,014.57 million, to ₹10,900.01 million for the six months period ended
September 30, 2025 from ₹7,885.44 million for the six months period ended September 30, 2024, primarily due to an increase
408in Customer TPV and Merchant TPV on PhonePe Platform, which was in turn driven by an increase in the number of customers
and higher growth in TPV from card transactions.
Employee benefits expense
Employee benefits expense increased by 33.47%, or ₹7,194.46 million, to ₹28,691.09 million for the six months period ended
September 30, 2025 from ₹21,496.63 million for the six months period ended September 30, 2024 primarily due to an increase
in salaries, wages and bonus to ₹9,796.30 million for the six months period ended September 30, 2025 from ₹7,673.02 million
for the six months period ended September 30, 2024, which was mainly driven by annual increases in employee compensation
and an increase in our number of employees to 12,338 as of September 30, 2025 from 10,063 as of September 30, 2024, and an
increase in share based payments to ₹18,128.68 million for the six months period ended September 30, 2025 from ₹13,152.47
million for the six months period ended September 30, 2024, which included one-time charges arising from ESOPs related
corporate action. For more details, see “ – Key Corporate Actions” on page 404.
Finance costs
Finance costs increased by 51.97%, or ₹82.41 million, to ₹240.99 million for the six months period ended September 30, 2025
from ₹158.58 million for the six months period ended September 30, 2024, primarily due to an increase in interest on lease
liabilities as a result of an increase in leased spaces for office and data centres.
Depreciation and amortisation expense
Depreciation and amortisation expense decreased by 12.14%, or ₹784.63 million, to ₹5,677.41 million for the six months period
ended September 30, 2025 from ₹6,462.04 million for the six months period ended September 30, 2024, primarily due to
decrease in depreciation of property, plant and equipment to ₹4,597.54 million for the six months period ended September 30,
2025 from ₹5,224.63 million for the six months period ended September 30, 2024, and amortisation of intangible assets to
₹192.27 million for the six months period ended September 30, 2025 from ₹615.33 million for the six months period ended
September 30, 2024, partially offset by an increase in depreciation of right-of-use assets to ₹887.60 million for the six months
period ended September 30, 2025 from ₹622.08 million for the six months period ended September 30, 2024. The decrease in
depreciation of property, plant and equipment was mainly driven by improved operational efficiency in deployment of
Smartspeakers as well as reduction in purchase cost of Smartspeakers. The increase in depreciation of right-of-use assets was
mainly driven by an increase in lease spaces for office and data centres. The decrease in amortisation of intangible assets was
mainly attributable to amortisation expense that we recorded for the six months period ended September 30, 2024 but not for
the six months period ended September 30, 2025 on various intangible assets that were fully amortised during Fiscal Year 2025.
Other expenses
Other expenses increased by 40.62%, or ₹4,385.60 million, to ₹15,183.18 million for the six months period ended September
30, 2025 from ₹10,797.58 million for the six months period ended September 30, 2024, primarily due to increases in:
• Subcontract expenses and customer support to ₹3,603.11 million for the six months period ended September 30, 2025
from ₹2,661.50 million for the six months period ended September 30, 2024, primarily due to an increase in the number
of the contract employees to 19,356 as of September 30, 2025 from 14,906 as of September 30, 2024, which was largely
due to an increase in on-ground sales force employed towards merchant acquisition, deployment of Payment Devices,
Merchant Lending distribution and servicing towards offline merchants;
• Information technology infrastructure to ₹2,838.34 million for the six months period ended September 30, 2025 from
₹2,237.21 million for the six months period ended September 30, 2024 related to increase in data centre operational
expenses to support the growth in Customer and Merchant Transactions, as well as the increase in cloud computing costs
driven by expansion of new platforms; and
• Advertisement and sales promotions to ₹4,555.09 million for the six months period ended September 30, 2025 from
₹3,076.31 million for the six months period ended September 30, 2024, driven by an increase in marketing expenditure
in the Payments business and distribution expenditure for the Indus Appstore platform through arrangements with
original equipment manufacturers.
409Share of profit of associate, net of taxes
Share of profit of associate, net of taxes decreased by 28.31%, or ₹38.29 million, to ₹96.97 million for the six months period
ended September 30, 2025 from ₹135.26 million for the six months period ended September 30, 2024 primarily due to lower
profit after tax from the associate for the period as a result of our divestment of our holdings in the associate during the period.
Total tax expense/ (credit)
Total tax expense/ (credit) increased by 71.91%, or ₹25.80 million, to ₹(61.68) million for the six months period ended
September 30, 2025 from ₹(35.88) million for the six months period ended September 30, 2024. The tax credit represents
reversal of deferred tax liabilities.
Restated profit/ (loss)
Restated profit/ (loss) increased by 20.05%, or ₹2,412.17 million, to ₹(14,444.22) million for the six months period ended
September 30, 2025 from ₹(12,032.05) million for the six months period ended September 30, 2024.
------------------
Fiscal Year 2025 Compared to Fiscal Year 2024
Revenue from operations
Revenue from operations increased by 40.50%, or ₹20,507.25 million, to ₹71,148.58 million in Fiscal Year 2025 from
₹50,641.33 million in Fiscal Year 2024.
• Payment Services: Payment Services increased by 31.56%, or ₹15,112.02 million, to ₹62,997.11 million in Fiscal Year
2025 from ₹47,885.09 million in Fiscal Year 2024, primarily due to increases in transaction processing fees paid by
merchants and business partners, platform fees and transaction processing fees paid by consumers and subscription
fees on Payment Devices from offline merchants. Such increases were primarily led by increases in TPV which is in
turn led by increase in the number of customers and merchants. Customer TPV on PhonePe Platform increased to
₹132.70 trillion in Fiscal Year 2025 from ₹100.22 trillion in Fiscal Year 2024, while merchant TPV on PhonePe
Platform increased to ₹15.00 trillion in Fiscal Year 2025 from ₹11.00 trillion in Fiscal Year 2024. Further, MAC
increased to 230.08 million in March 2025 from 197.43 million in March 2024.
• Lending and Insurance Distribution services: Lending and Insurance Distribution services increased by 207.99%, or
₹3,765.86 million, to ₹5,576.47 million in Fiscal Year 2025 from ₹1,810.61 million in Fiscal Year 2024, primarily due
to increases in Insurance distribution fees and Lending sourcing and service fees. The increase in Insurance distribution
fees was primarily on account of an increase in the number of policies distributed, while the increase in lending
sourcing and service fees earned from partner lenders was primarily on account of higher loan disbursement value to
customers and merchants using the PhonePe Platform, from which we receive a fixed percentage. The increased
commission per policy earned from insurance and increased commission per loan earned from lending partners also
contributed to the higher revenue from Lending and Insurance Distribution services in Fiscal Year 2025.
• Other services: Other services, which includes revenue from stock broking, mutual fund distribution and marketplace
platform services, increased by 156.71%, or ₹349.49 million, to ₹572.50 million in Fiscal Year 2025 from ₹223.01
million in Fiscal Year 2024, primarily due to an increase in commission from asset management companies for mutual
funds distribution, driven by an increase in asset under management (“AUM”) along with the expansion of the Pincode
business as well as our stock broking business.
• Other operating revenue: Other operating revenue increased in Fiscal Year 2025 compared to Fiscal Year 2024,
primarily due to an increase in incentives on Payment Services of 183.88%, or ₹1,283.99 million, to ₹1,982.28 million
in Fiscal Year 2025 from ₹698.29 million in Fiscal Year 2024. Such incentives were received towards deployment of
Payment Devices under the RBI’s PIDF scheme, which was launched in January 2021.
Other income
Other income decreased by 21.51%, or ₹1,415.43 million, to ₹5,165.24 million in Fiscal Year 2025 from ₹6,580.67 million in
Fiscal Year 2024, primarily due to a decrease in foreign exchange gain (net) to ₹59.66 million in Fiscal Year 2025 from
₹1,507.82 million in Fiscal Year 2024 and a decrease in interest on commercial papers to ₹1,026.21 million in Fiscal Year 2025
from ₹1,425.87 million in Fiscal Year 2024.
410Expenses
Payment processing charges
Payment processing charges increased by 44.73%, or ₹5,217.40 million, to ₹16,881.78 million in Fiscal Year 2025 from
₹11,664.38 million in Fiscal Year 2024, primarily due to an increase in Customer TPV and Merchant TPV on PhonePe Platform.
Our Customer TPV increased to ₹132.70 trillion in Fiscal Year 2025 from ₹100.22 trillion in Fiscal Year 2024, while our
Merchant TPV increased to ₹15.00 trillion in Fiscal Year 2025 from ₹11.0 trillion in Fiscal Year 2024.
Employee benefits expense
Employee benefits expense increased by 13.67%, or ₹4,927.29 million, to ₹40,967.05 million in Fiscal Year 2025 from
₹36,039.76 million in Fiscal Year 2024 primarily due to an increase in salaries, wages and bonus to ₹15,971.56 million in Fiscal
Year 2025 from ₹12,963.46 million in Fiscal Year 2024, which was mainly driven by annual increases in employee
compensation and an increase in our number of employees to 10,909 as of March 31, 2025 from 9,723 as of March 31, 2024,
and an increase in share based payments to ₹23,578.62 million in Fiscal Year 2025 from ₹21,931.66 million in Fiscal Year
2024 as a result of new grants of share based payments.
Finance costs
Finance costs increased by 18.42%, or ₹59.51 million, to ₹382.58 million in Fiscal Year 2025 from ₹323.07 million in Fiscal
Year 2024, primarily due to an increase in interest on lease liabilities as a result of an increase in leased spaces for office and
data centres.
Depreciation and amortisation expense
Depreciation and amortisation expense increased by 21.83%, or ₹2,437.45 million, to ₹13,603.11 million in Fiscal Year 2025
from ₹11,165.66 million in Fiscal Year 2024, primarily due to increases in depreciation of property, plant and equipment to
₹10,102.39 million in Fiscal Year 2025 from ₹9,020.29 million in Fiscal Year 2024, depreciation of right-of-use assets to
₹1,399.71 million in Fiscal Year 2025 from ₹1,075.45 million in Fiscal Year 2024, and amortisation of intangible assets to
₹2,101.01 million in Fiscal Year 2025 from ₹1,069.92 million in Fiscal Year 2024. The increases in depreciation of property,
plant and equipment were mainly driven by an increase in computers, laptops, servers, Payment Devices, and other assets
related to data centres and employees. The increase in depreciation of right-of-use assets was mainly driven by an increase in
lease spaces for office and data centres. The increase in amortisation of intangible assets was mainly driven by the revision of
the useful life of an intangible asset, resulting in an accelerated amortisation charge in Fiscal Year 2025.
Other expenses
Other expenses increased by 20.47%, or ₹3,756.41million, to ₹22,106.45 million in Fiscal Year 2025 from ₹18,350.04 million
in Fiscal Year 2024, primarily due to increases in:
• Subcontract expenses and customer support to ₹5,866.94 million in Fiscal Year 2025 from ₹3,511.25 million in
Fiscal Year 2024, primarily due to an increase in the number of the contract employees to 17,111 as of March 31,
2025 from 14,207 as of March 31, 2024, which was largely due to an increase in on-ground sales force employed
towards merchant acquisition, deployment of Payment Devices, Merchant Lending distribution and servicing
towards offline merchants; and
• Information technology infrastructure to ₹4,878.72 million in Fiscal Year 2025 from ₹3,828.07 million in Fiscal
Year 2024 related to increase in data connectivity cost for Payment Devices as well as increase in data centre
operational expenses to support the growth in Customer and Merchant Transactions;
partially offset by a decrease in advertisement and sales promotions to ₹5,416.54 million in Fiscal Year 2025 from ₹6,910.48
million in Fiscal Year 2024 due to a decrease in brand marketing expense.
Share of profit of associate, net of taxes
Our Share of profit of associate, net of taxes increased by 6.75%, or ₹17.17 million, to ₹271.55 million in Fiscal Year 2025
from ₹254.38 million in Fiscal Year 2024 primarily due to higher profit after tax from the associate for the year.
411Total tax expense/ (credit)
Total tax expense/ (credit) decreased by 22.25%, or ₹23.32 million, to ₹(81.50) million in Fiscal Year 2025 from ₹(104.82)
million in Fiscal Year 2024. The tax credit represents reversal of deferred tax liabilities.
Restated profit/ (loss)
As a result of the foregoing, restated profit/ (loss) decreased by 13.46%, or ₹2,687.61 million, to ₹(17,274.10) million in Fiscal
Year 2025 from ₹(19,961.71) million in Fiscal Year 2024.
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Fiscal Year 2024 Compared to Fiscal Year 2023
Revenue from operations
Revenue from operations increased by 73.77%, or ₹21,498.46 million, to ₹50,641.33 million in Fiscal Year 2024 from
₹29,142.87 million in Fiscal Year 2023.
• Payment Services: Payments services increased by 76.89%, or ₹20,813.94 million, to ₹47,885.09 million in Fiscal Year
2024 from ₹27,071.15 million in Fiscal Year 2023, primarily due to increases in transaction processing fees paid by
merchants and business partners, platform fees and transaction processing fees paid by consumers and subscription fees
on Payment Devices from offline merchants. Such increases were primarily led by increases in Customer and Merchant
TPV on PhonePe Platform. Customer TPV increased to ₹100.22 trillion in Fiscal Year 2024 from ₹69.55 trillion in
Fiscal Year 2023, while Merchant TPV increased to ₹11.00 trillion in Fiscal Year 2024 from ₹7.55 trillion in Fiscal Year
2023. MAC increased to 197.43 million in Fiscal Year 2024 from 160.73 million in Fiscal Year 2023.
• Lending and Insurance Distribution services: Lending and Insurance Distribution services increased by 545.40%, or
₹1,530.07 million, to ₹1,810.61 million in Fiscal Year 2024 from ₹280.54 million in Fiscal Year 2023, primarily due to
increases in Insurance distribution fees and Lending sourcing and service fees. The increase in Insurance distribution
fees was on account of an increase in the number of policies distributed, while the increase in Lending sourcing and
service fees was because we started our Lending Distribution business and began earning lending sourcing and service
fees on loans disbursed by lender partners in March 2023.
• Other services: Other services, which includes revenue from stock broking, mutual fund distribution and marketplace
platform services, decreased by 43.93%, or ₹174.72 million, to ₹223.01 million in Fiscal Year 2024 from ₹397.73 million
in Fiscal Year 2023, primarily due to the cessation of the B2B business, aligning with our strategic decision to focus
exclusively on B2C operations in Indus Appstore, partially offset by an increase in revenue from Share.Market and the
Pincode business, both of which were launched in Fiscal Year 2024, as well as an increase in revenue from our Mutual
funds distribution business due to its expansion.
• Other operating revenue: Other operating revenue decreased in Fiscal Year 2024 from Fiscal Year 2023, primarily due
to a decrease in incentives on Payment Services of 49.71%, or ₹690.21 million, to ₹698.29 million in Fiscal Year 2024
from ₹1,388.50 million in Fiscal Year 2023. Such incentives were received towards deployment of Payment Devices
under the RBI’s PIDF scheme, which was launched in January 2021. The decrease was because of the variability in our
revenue recognition pattern.
Other income
Other income increased by 289.05%, or ₹4,889.20 million, to ₹6,580.67 million in Fiscal Year 2024 from ₹1,691.47 million in
Fiscal Year 2023, primarily due to Foreign exchange gain (net) of ₹1,507.82 million in Fiscal Year 2024 as compared to nil in
Fiscal Year 2023, an increase in interest on fixed deposits with banks and NBFCs to ₹2,754.54 million in Fiscal Year 2024
from ₹385.68 million in Fiscal Year 2023 as a result of an increase in fixed deposits, and an increase in interest on commercial
papers to ₹1,425.87 million in Fiscal Year 2024 from ₹188.80 million in Fiscal Year 2023 as a result of higher balances held
in commercial papers.
412Expenses
Payment processing charges
Payment processing charges increased by 74.89%, or ₹4,994.72 million, to ₹11,664.38 million in Fiscal Year 2024 from
₹6,669.66 million in Fiscal Year 2023, primarily due to increases in Customer TPV and Merchant TPV. Our Customer TPV on
PhonePe Platform increased to ₹100.22 trillion in Fiscal Year 2024 from ₹69.55 trillion in Fiscal Year 2023, while our Merchant
TPV on PhonePe Platform increased to ₹11.00 trillion in Fiscal Year 2024 from ₹7.55 trillion in Fiscal Year 2023.
Employee benefits expense
Employee benefits expense increased by 16.39%, or ₹5,074.02 million, to ₹36,039.76 million in Fiscal Year 2024 from
₹30,965.74 million in Fiscal Year 2023 primarily due to increases in salaries, wages and bonus (includes transactions with
related parties) to ₹12,963.46 million in Fiscal Year 2024 from ₹9,663.54 million in Fiscal Year 2023 as a result of annual
increases in employee compensation and an increase in our number of employees to 9,723 as of March 31, 2024 from 4,372 as
of March 31, 2023. The increase in the number of employees was led by transition of a significant portion of our sales workforce
from off-roll to on-roll employment to drive long-term retention, extend employee benefits, and strengthen merchant
relationships through greater workforce stability and consistency in field engagement. The increase in employee benefits
expense was partially due to an increase in share based payments to ₹21,931.66 million in Fiscal Year 2024 from ₹20,573.12
million in Fiscal Year 2023 as a result of new grants of share based payments.
Finance costs
Finance costs increased by 43.03%, or ₹97.19 million, to ₹323.07 million in Fiscal Year 2024 from ₹225.88 million in Fiscal
Year 2023 primarily due to an increase in interest on lease liabilities as a result of an increase in leased spaces for office and
data centres.
Depreciation and amortisation expense
Depreciation and amortisation expense increased by 108.09%, or ₹5,799.78 million, to ₹11,165.66 million in Fiscal Year 2024
from ₹5,365.88 million in Fiscal Year 2023, primarily due to increases in depreciation of property, plant and equipment to
₹9,020.29 million in Fiscal Year 2024 from ₹4,273.11 million in Fiscal Year 2023, depreciation of right-of-use assets to
₹1,075.45 million in Fiscal Year 2024 from ₹724.76 million in Fiscal Year 2023, and amortisation of intangible assets to
₹1,069.92 million in Fiscal Year 2024 from ₹368.01 million in Fiscal Year 2023. The increase in depreciation of property, plant
and equipment was mainly driven by an increase in depreciation of servers, Payment Devices, and other assets related to data
centres and employees. The increase in depreciation of right-of-use assets was mainly driven by an increase in lease spaces for
office and data centres. The increase in amortisation of intangible assets was mainly driven by an increase in amortisation cost
of newly acquired intangible assets in Fiscal Year 2024.
Other expenses
Other expenses increased by 15.88%, or ₹2,514.86 million, to ₹18,350.04 million in Fiscal Year 2024 from ₹15,835.18 million
in Fiscal Year 2023, primarily due to an increase in:
• Information technology infrastructure to ₹3,828.07 million in Fiscal Year 2024 from ₹2,162.25 million in Fiscal Year
2023 related to increase in data connectivity cost for Payment Devices as well as increases in data centre operational
expenses to support the growth in the Customer and Merchant Transactions on PhonePe Platform;
• Subcontract expenses and customer support to ₹3,511.25 million in Fiscal Year 2024 from ₹3,105.98 million in Fiscal
Year 2023 due to increase in on-ground sales force employed towards merchant acquisition, deployment of Payment
Devices, Merchant Lending distribution and servicing towards offline merchants. This increase was partially offset by the
transition of a significant portion of the sales workforce from off-roll to on-roll employment; and
• Advertisement and sales promotions to ₹6,910.48 million in Fiscal Year 2024 from ₹6,516.35 million in Fiscal Year 2023,
which was in relation to support for consumer and merchant acquisition, retention, and engagement.
partially offset by a decrease in foreign exchange loss (net) to nil in Fiscal Year 2024 from ₹946.42 million in Fiscal Year 2023.
Share of profit of associate, net of taxes
Our share of profit of associate, net of taxes increased by 24.39%, or ₹49.87 million, to ₹254.38 million in Fiscal Year 2024
from ₹204.51 million in Fiscal Year 2023 primarily due to higher profit after tax from the associate for the year.
413Total tax expense/ (credit)
Total tax expense/ (credit) increased by 66.91%, or ₹(42.02) million, to ₹(104.82) million in Fiscal Year 2024 from ₹(62.80)
million in Fiscal Year 2023. The tax credit represents reversal of deferred tax liabilities.
Restated profit/ (loss)
Restated profit/ (loss) decreased by (28.61)%, or ₹7,998.98 million, to ₹(19,961.71) million in Fiscal Year 2024 from
₹(27,960.69) million in Fiscal Year 2023.
------------------
Liquidity and Capital Resources
Our primary liquidity requirements have been to finance working capital, capital expenditures and general corporate purposes.
Our primary sources of liquidity have been proceeds from our cash flows from operating activities and equity fund raising
activities, proceeds from short term borrowings and funds generated from short-term investments. As of September 30, 2025,
we had Bank balances and Investments amounting to ₹121,597.71 million, which includes ₹55,487.00 million impact arising
due to ESOP-related corporate action. For more details, please refer to “Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Key Corporate Actions” on page 404. For a reconciliation of non-GAAP measures, see
“Other Financial Information – Non-GAAP Financial Measures – Reconciliation of non-GAAP measures” on page 380.
We believe that our available cash and cash equivalents and cash flows expected to be generated from operations will be
adequate to satisfy our current and planned operations and our current and short-term financial obligations for the next 12
months. We believe that our sources of liquidity and capital resources will be sufficient to meet our business needs for at least
the next two years. We may, however, need additional cash resources in the future if we experience changes in our business
condition or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital
expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we
have on hand at the time or that at any given time, we may seek to issue equity or debt securities or obtain credit facilities.
------------------
Cash Flows
The table below summarises our statement of cash flows for the periods/ fiscal years indicated.
Particulars For the six months period ended For the fiscal year ended March 31,
September 30,
2025 2024 2025 2024 2023
(All amounts in ₹ million)
Net cash flows generated from/ (used (1,172.71) 10,126.52 12,019.84 (6,291.52) (7,682.50)
in) operating activities
Net cash flows (used in) investing (48,055.72) (16,030.17) (13,120.99) (6,977.74) (48,155.65)
activities
Net cash flows generated from/ (used 54,538.66 (716.11) (1,562.86) 15,138.33 59,913.98
in) financing activities
Cash and cash equivalents at end of the 11,275.77 1,961.40 5,954.14 8,579.00 6,702.06
period/ year
Net cash flows generated from/ (used in) operating activities
Net cash flows used in operating activities for the six months period ended September 30, 2025 was ₹(1,172.71) million, while
our operating profit before working capital changes was ₹3,516.86 million. This difference was primarily attributable to changes
in working capital, including decreases in other financial liabilities of ₹(8,069.18) million, cash‑settled share based payment
liabilities of ₹(1,279.50) million, trade payables of ₹(783.27) million and other liabilities of ₹(587.41) million and an increase
in trade receivables of ₹(493.45) million, partially offset by decreases in other financial assets of ₹4,602.42 million and other
assets of ₹1,878.06 million, together with an increase in provisions of ₹305.68 million.
Net cash flows generated from operating activities in Fiscal Year 2025 was ₹12,019.84 million, while our operating profit
before working capital changes was ₹15,626.41 million. This difference was primarily attributable to changes in working capital,
which include an increase in other financial assets of ₹(18,211.34) million, and a decrease in cash-settled share based payment
liabilities of ₹(4,947.01) million, an increase in other assets of ₹(1,455.78) million and an increase in trade receivables of
414₹(1,210.54) million, partially offset by an increase in other financial liabilities of ₹16,515.53 million, an increase in trade
payables of ₹4,045.50 million, and an increase in other liabilities of ₹1,400.33 million.
Net cash flows used in operating activities in Fiscal Year 2024 was ₹(6,291.52) million, while our operating profit before
working capital changes was ₹6,648.28 million. This difference was primarily attributable to changes in working capital, which
include a decrease in cash-settled share based payment liabilities of ₹(9,937.26) million, an increase in trade receivables of
₹(3,715.70) million, an increase in other financial assets of ₹(2,194.91) million, and an increase in other assets of ₹(885.23)
million, partially offset by an increase in trade payables of ₹2,973.18 million and an increase in other liabilities of ₹846.64
million.
Net cash flows used in operating activities in Fiscal Year 2023 was ₹(7,682.50) million, while our operating loss before working
capital changes was ₹(8,679.96) million. This difference was primarily attributable to changes in working capital, which include
an increase in other financial liabilities of ₹6,838.65 million, a decrease in trade receivables of ₹916.97 million and an increase
in provisions of ₹306.26 million, partially offset by an increase in other financial assets of ₹(1,725.52) million, a decrease in
cash-settled share based payment liabilities of ₹(2,622.41) million, an increase in other assets of ₹(2,177.25) million and a
decrease in trade payables of ₹(349.15) million.
Net cash flows (used in) investing activities
Net cash flows (used in) investing activities for the six months period ended September 30, 2025 was ₹(48,055.72) million.
This was primarily due to purchase of current investments of ₹(100,036.37) million, investment in bank deposits (original
maturity more than three months) of ₹(25,100.44) million, and purchase of property, plant and equipment, including capital
advances, capital work in progress and other intangible assets of ₹(3,048.15) million, partially offset by sale of current
investments of ₹51,085.67 million, redemption/maturity of bank deposits (original maturity more than three months) of
₹22,050.00 million, proceeds from sale of partial stake in associate of ₹4,808.94 million, interest received of ₹2,144.85 million,
dividend received from associate of ₹26.17 million, and proceeds from sale of property, plant and equipment of ₹13.61 million.
Net cash flows (used in) investing activities in Fiscal Year 2025 was ₹(13,120.99) million. This was primarily due to purchase
of current investments of ₹(98,997.87) million, investment in bank deposits (original maturity more than three months) of
₹(47,565.09) million, and purchase of property, plant and equipment, including capital advances, capital work in progress and
other intangible assets of ₹(8,563.98) million, partially offset by sale of current investments of ₹88,379.73 million,
redemption/maturity of bank deposits (original maturity more than three months) of ₹48,688.23 million, and interest received
of ₹4,890.54 million.
Net cash flows (used in) investing activities in Fiscal Year 2024 was ₹(6,977.74) million. This was primarily due to purchase
of current investments of ₹(105,699.78) million, investment in bank deposits (original maturity more than three months) of
₹(35,878.15) million, and purchase of property, plant and equipment, including capital advances, capital work in progress and
other intangible assets of ₹(13,327.66) million, partially offset by sale of current investments of ₹141,825.42 million,
redemption/maturity of bank deposits (original maturity more than three months) of ₹4,242.50 million and interest received of
₹1,823.43 million.
Net cash flows (used in) investing activities in Fiscal Year 2023 was ₹(48,155.65) million. This was primarily due to purchase
of current investments of ₹(77,284.88) million, purchase of property, plant and equipment, including capital advances, capital
work in progress and other intangible assets of ₹(13,932.45) million, investment in bank deposits (original maturity more than
three months) of ₹(4,107.50) million, acquisition of entity under common control of ₹(5,740.56) million, and acquisition of
subsidiaries (net of cash acquired) of ₹(3,304.04) million, partially offset by sale of current investments of ₹51,072.60 million
and redemption/maturity of bank deposits (original maturity more than three months) of ₹6,102.17 million.
Net cash flows generated from/ (used in) financing activities
Net cash flows generated from financing activities for the six months period ended September 30, 2025 was ₹54,538.66 million,
mainly comprising proceeds received to settle withholding tax on employees’ ESOP exercise amounting to ₹55,487.00 million,
and proceeds from the issue of equity share capital of ₹63.86 million, partially offset by the payment of principal portion of
lease liabilities of ₹(771.54) million and interest on lease liabilities of ₹(239.54) million.
Net cash flows used in financing activities in Fiscal Year 2025 was ₹(1,562.86) million, mainly comprising payment of principal
portion of lease liabilities of ₹(1,183.18) million and interest on lease liabilities of ₹(379.68) million.
Net cash flows generated from financing activities in Fiscal Year 2024 was ₹15,138.33 million, mainly comprising proceeds
from the issue of equity share capital of ₹16,387.74 million and proceeds from short term borrowings of ₹8,300.45 million,
partially offset by repayment of short term borrowings of ₹(8,300.45) million, payment of principal portion of lease liabilities
of ₹(933.81) million and interest on lease liabilities of ₹(303.66) million.
415Net cash flows generated from financing activities in Fiscal Year 2023 was ₹59,913.98 million, mainly comprising proceeds
from the issue of equity share capital of ₹61,248.16 million and proceeds from short term borrowings of ₹6,993.39 million,
partially offset by repayment of short term borrowings of ₹(7,253.77) million and payment of principal portion of lease liabilities
of ₹(556.85) million and interest on lease liabilities of ₹(196.57) million.
------------------
Non-GAAP Measures
When evaluating our business, we consider and use certain non-GAAP financial measures, which are defined as measures that
are not Ind AS metrics, as presented below, as supplemental measures to review and assess our financial performance. Our non-
GAAP measures comprise EBITDA, EBIT, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBIT, Adjusted EBIT
Margin, Profit/ (loss) Margin, Adjusted profit/ (loss), Adjusted profit/ (loss) Margin, Free cash generated/ (used), Bank balances
and Investments, Net-worth, Return on Net worth, Net Asset Value per equity share, Total revenue from payment services and
Adjusted employee benefits expense. Such non-GAAP measures are not intended to be viewed in isolation or as a substitution
for the Restated Consolidated Financial Information. We present these in this Updated Draft Red Herring Prospectus – I because
they are used by us to evaluate our operating performance. These non-GAAP measures are not required by, or presented in
accordance with, Ind AS, IFRS or U.S. GAAP, and have limitations as analytical tools. Further, these non-GAAP financial
measures may differ from similar information used by other companies, including peer companies, and hence their
comparability may be limited. Therefore, these metrics should not be considered in isolation or construed as an alternative to
Ind AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operations.
The principal limitation of these non-GAAP measures is that they exclude significant expenses that are required by Ind AS to
be recorded in our financial statements, as further detailed below. Although these Non-GAAP Measures are not a measure of
performance calculated in accordance with applicable accounting standards, our management believes that it provides an
additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results
with other companies in our industry because it provides consistency and comparability with past financial performance, when
taken collectively with financial measures prepared in accordance with Ind AS.
For a reconciliation of each non-GAAP measure to the most directly comparable Ind AS measure based on our Restated
Consolidated Financial Information, see “Other Financial Information – Non-GAAP Financial Measures – Reconciliation of
non-GAAP measures” on page 380. Investors are encouraged to review the related GAAP measures and the reconciliation of
non-GAAP measures to their most directly comparable GAAP measure included below and to not rely on any single financial
measure to evaluate our business.
See also “Risk Factors— Certain differences exist between Ind AS and other accounting principles, particularly U.S. GAAP,
which may be material to investors’ assessments of our financial condition, results of operations, and cash flows. While Ind AS
is largely based on International Financial Reporting Standards, certain carve-outs specific to the Indian economic
environment may lead to differences.” on page 95 and see “Risk Factors – We track certain metrics and non-GAAP measures
with internal systems and tools. Certain of these metrics are subject to inherent challenges in measurement and any real or
perceived inaccuracies in such metrics may adversely affect our business and reputation” on page 86.
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Borrowings
We did not have any borrowings as of September 30, 2025 and 2024, and March 31, 2025, 2024 and 2023.
------------------
Contractual Obligations
The table below sets forth our contractual obligations as of the dates indicated.
(All amounts in ₹ million)
Particulars Current Non-Current Total
As of September 30, 2025
Financial liabilities
Trade payables (A) 7,872.65 - 7,872.65
Lease liabilities (B) 2,095.34 6,248.00 8,343.34
Other financial liabilities (C) 44,367.31 - 44,367.31
Cash-settled share based payment liabilities (D) - 7,187.07 7,187.07
Total undiscounted financial liabilities (E = A+B+C+D) 54,335.30 13,435.07 67,770.37
As of March 31, 2025
416(All amounts in ₹ million)
Particulars Current Non-Current Total
Financial liabilities
Trade payables (A) 8,642.44 - 8,642.44
Lease liabilities (B) 2,038.13 5,895.06 7,933.19
Other financial liabilities (C) 51,979.61 - 51,979.61
Cash-settled share based payment liabilities (D) - 10,404.11 10,404.11
Total undiscounted financial liabilities (E = A+B+C+D) 62,660.18 16,299.17 78,959.35
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Contingent Liabilities and Commitments
The following table sets forth the principal components of our contingent liabilities as per Ind AS 37 Provisions, Contingent
Liabilities and Contingent Assets as of September 30, 2025 and 2024, and March 31, 2025, 2024 and 2023.
(All amounts in ₹ million)
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Contingent liability - - - - -
The following table sets forth commitments as per Ind AS 16 Property, Plant and Equipment and Ind AS 116 Leases as of
September 30, 2025 and 2024, and March 31, 2025, 2024 and 2023.
(All amounts in ₹ million)
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Commitments
Towards property, plant and equipment (net 3,548.30 2,322.42 2,404.26 3,587.44 5,492.79
of capital advances)
Towards right-of-use assets 1,956.63 253.41 - 9.60 -
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Capital Expenditures
Our historical capital expenditures, in terms of purchase of property, plant and equipment, including capital advances, capital
work in progress and other intangible assets, consists of cash used in investing activities for the purchase of intellectual property
rights, servers, computers, Payment Devices and leasehold office improvements. The table below sets forth our purchase of
property, plant and equipment, including capital advances, capital work in progress and other intangible assets for the
periods/fiscal years indicated.
(All amounts in ₹ million)
Particulars For the six months period For the fiscal year ended March 31,
ended September 30,
2025 2024 2025 2024 2023
Purchase of property, plant and equipment, (3,048.15) (6,916.00) (8,563.98) (13,327.66) (13,932.45)
including capital advances, capital work in
progress and other intangible assets
------------------
Off-Balance Sheet Arrangements
As of September 30, 2025, we did not have any off-balance sheet arrangements, derivative instruments or other relationships
with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements.
------------------
Related Party Transactions
We enter into various transactions with related parties. For further information, see “Other Financial Information – Related
Party Transactions” on page 383.
417------------------
Quantitative and Qualitative Disclosures about Market Risks
We are exposed to financial risks arising from our operations and the use of financial instruments. The key financial risks
include credit risk, liquidity risk, foreign currency risk and interest risk. The Board of Directors reviews and agrees policies and
procedures for the management of these risks.
There has been no change to our exposure to these financial risks or the manner in which we manage and measure the risks.
Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations.
Our objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure. We
manage credit risk by continuously monitoring the creditworthiness of the parties that we deal with in the normal course of
business.
Our exposure to credit risk arises primarily from trade and other receivables. We apply the simplified approach to provide for
expected credit losses prescribed by Ind AS 109, which permits the use of the lifetime expected loss provision for trade
receivables. We have computed expected credit losses using a provision matrix based on our historical credit loss experience.
Credit risk on balances with banks (including short term deposits), financial institutions, commercial papers/ certificate of
deposits, liquid mutual funds is limited as we only deal with counterparties which have high credit rating given by external
rating agencies as well as based on our internal assessment and managed by us in accordance with our Investment policy.
Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk, being
the total of the carrying amount of balances with banks, bank deposits, investments, trade receivables and other financial assets,
was ₹141,916.64 million as of September 30, 2025 (September 30, 2024: Rs. 73,258.51, March 31, 2025: ₹82,197.02 million,
March 31, 2024: ₹65,560.38 million; March 31, 2023: ₹62,599.38 million). None of our cash equivalents, including time
deposits with banks and other investments, are past due or impaired.
Information regarding financial assets that are impaired is disclosed below:
(All amounts in ₹ million)
Financial assets that are impaired As of September 30, As of March 31,
2025 2024 2025 2024 2023
Trade receivables 726.43 740.43 568.63 528.33 317.28
Other financial assets 372.36 358.03 329.92 264.85 166.09
Loans - - - - 76.19
Total past due and impaired 1,098.79 1,098.46 898.55 793.18 559.56
Liquidity risk
Liquidity risk is the risk that we will encounter difficulty in meeting financial obligations due to shortage of funds. Our exposure
to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. Our objective is to maintain
a balance between continuity of funding and flexibility.
Considering the nature of our business activity, the concentration of liquidity risk is low as Merchant Payments are generally
backed by customer receivables in a designated escrow account. We have obtained fund and non-fund-based lines of credit
from various banks. We invest our surplus funds in fixed deposits, liquid mutual fund schemes and commercial papers, which
carry no/low mark to market risks.
Foreign currency risk
Our exposure to currency risk relates primarily to our operating activities where the transactions are denominated in a currency
other than our functional currency.
418Foreign exchange rate sensitivity
The fluctuation in foreign currency exchange rates may have potential impact on our results of operations or financial condition
where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than
our functional currency.
The impact on our profit/ loss before tax due to changes in the foreign currency rate is as below:
(All amounts in ₹ million, unless otherwise provided)
Particulars As of September 30, As of March 31,
2025 2024 2025 2024 2023
Percentage points (+/-) 5% (+/-) 5% (+/-) 5% (+/-) 5% (+/-) 5%
Increase/decrease in loss before tax 7.48 3.11 118.86 7.50 1,027.82
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of our financial instruments will fluctuate because of changes
in market interest rates. We have investments in high quality credit rating (commercial papers) (held till maturity) with fixed
yield and in deposits with counter parties bearing fixed interest rates. There is no interest rate risk as we do not have borrowings
as of September 30, 2025 (March 31, 2025: Nil, September 30, 2024: Nil; March 31, 2024: Nil; March 31, 2023: Nil).
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Significant Economic Changes
Other than as described in “Risk Factors” and “Industry Overview” beginning on pages 39 and 156, respectively, to the
knowledge of our management, there are no other significant economic changes that materially affect or are likely to affect
income from continuing operations.
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Unusual or Infrequent Events of Transactions
Except as described in this Updated Draft Red Herring Prospectus – I, there have been no events or transactions that, to our
knowledge, may be described as “unusual” or “infrequent” that have in the past or may in the future affect our business
operations or future financial performance.
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Known Trends or Uncertainties
Our business has been affected, and we expect will continue to be affected by the trends identified above in the heading titled
“—Principal Factors Affecting Financial Condition and Results of Operations” and the uncertainties described in “Risk Factors”
beginning on pages 396 and 39, respectively. To our knowledge, except as described or anticipated in this Updated Draft Red
Herring Prospectus – I, there are no known factors which we expect will have a material adverse impact on our sales, revenues
or income from continuing operations.
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Future Relationship Between Costs and Revenues
Other than as described elsewhere in this Updated Draft Red Herring Prospectus – I, to the knowledge of our management,
there are no known factors that might affect the future relationship between costs and revenues.
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Competitive Conditions
We face competition in various aspects of our business, and we expect such competition to grow in the future.
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419New Products or Business Segments Expected
Except as disclosed in “Our Business” on page 194, and products that we announce in the ordinary course of business, we have
not announced and do not expect to announce in the near future any new products or business segments as of the date of this
Updated Draft Red Herring Prospectus – I.
------------------
Seasonality of Business
Our business is not influenced by seasonality.
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Significant Dependence on Single or Few Suppliers
We do not have any material dependence on a single or few suppliers. However, see also “Risk Factors — In line with the extant
UPI guidelines, we participate in the UPI payment system through Payment System Provider (“PSP”) banks. Consequently,
we are dependent on the three sponsor PSP banks, namely Yes Bank Limited, Axis Bank Limited, and ICICI Bank Limited. Any
change in commercial terms, disruption, failure, or operational breakdown within one or more of these PSP banks, especially
if occurring simultaneously, could have an adverse effect on our business.” on page 43. Our business, financial condition and
results of operations could be adversely affected if the operations or our relationships with more than one of such suppliers is
discontinued or disrupted concurrently.
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Auditor Observations
Our Statutory Auditors have identified certain modifications in the Report on Other Legal and Regulatory Requirements of
auditor’s report for the Fiscal Years 2025, 2024 and 2023.
• Fiscal Year 2025
o Maintenance of books of account and other related matters: The location of the backup servers with respect to
backup of certain ancillary applications was not mentioned in the System and Organisation Controls (SOC) report.
Accordingly, our statutory auditors were unable to ascertain whether the back up of ancillary applications is
performed on servers physically located in India.
o Audit trail:
▪ With respect to our Company and its subsidiaries incorporated in India, the audit trail feature was not
enabled in legacy software in Fiscal Year 2024 and during the period from April 1, 2024 to April 24, 2024
in Fiscal Year 2025. Additionally, as per the statutory requirements for record retention, the audit trail for
the current year and previous year were not preserved by our Company and its subsidiaries to the extent it
was not enabled and recorded for the current year and previous year.
▪ Our Company and one subsidiary have used certain other accounting software for maintaining books of
account that does not have the feature of recording the audit trail. Accordingly, the audit trail has not been
preserved for the current year and previous year.
▪ Our Company has used an ancillary accounting software which is operated by a third-party software service
provider for maintaining our books of account. The System and Organisation Control (SOC) report does not
include information related to the audit trail. Accordingly, our statutory auditors were unable to comment
whether the audit trail has been preserved by the Company as per the statutory requirements for record
retention.
• Fiscal Year 2024
o Maintenance of books of account and other related matters: With respect to our Group, while books of account
and daily backups have been maintained in electronic mode on server physically located in India, except for certain
ancillary applications, supporting computation and an application acting as a repository are hosted on servers
outside India.
420o Audit trail:
▪ Our Company and its subsidiaries incorporated in India have used an accounting software where the
feature of recording the audit trail was not enabled throughout the year for all relevant transactions
recorded in the software. Accordingly, our statutory auditors were unable to comment whether in Fiscal
Year 2024 there was any instance of the audit trail feature being tampered with in respect of accounting
software.
▪ Our Company has used certain accounting software for maintaining books of account which does not have
the audit trail (edit log) feature. Our Company and its eight subsidiaries incorporated in India, have also
used certain accounting software which are operated by third-party software service providers for
maintaining books of account. The System and Organisation Control reports do not include information
related to the audit trail. Accordingly, our statutory auditors were unable to comment upon tampering of
the audit trail feature.
• Fiscal Year 2023
o Maintenance of books of account and other related matters: With respect to our Group, books of account and
daily backups have been maintained in electronic mode on servers physically located in India, except that certain
ancillary applications, supporting computation and an application acting as a repository are hosted on servers
outside India.
In addition, our auditor’s reports also had qualifications under the Companies (Auditor’s Report) Order, 2020 related to
undisputed dues for provident fund being outstanding at the end of Fiscal Years 2025 and 2024, for a period of more than six
months from the date they became payable, as shown in the table below:
Fiscal Name of the Statute Nature of the Amount Period to which Due date Date of Payment
Year Dues (₹) the amount
relates
2025 The Employee’s Provident Funds Employee’s 2.09 Various dates Various ₹1.28 million paid
and Miscellaneous Provisions Act, Provident Fund million dates on various dates
1952
2024 The Employee’s Provident Funds Employee’s 30 Various dates Various -
and Miscellaneous Provisions Act, Provident Fund million dates
1952
For further details on the rationale for delay in payments and remediation steps taken, please refer to “Risk Factors – There
have been instances of delay in payment of statutory dues by our Company in the past. Any delay in payment of statutory dues
by our Company in future, may result in the imposition of penalties and in turn may have an adverse effect on our Company’s
business, financial condition, results of operations, cash flows and prospects.” beginning on page 75. There can be no assurance
that any similar observations, qualifications, modifications, material uncertainties, remarks or matters of emphasis will not form
part of the audit reports on our financial statements for future fiscal periods, or that such remarks will not affect our financial
results in future fiscal periods.
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Significant Developments After September 30, 2025
Except as disclosed below and elsewhere in this Updated Draft Red Herring Prospectus – I, to our knowledge, no circumstances
have arisen since the date of the Restated Consolidated Financial Information as disclosed in this Updated Draft Red Herring
Prospectus – I which materially and adversely affect or are likely to affect our operations or profitability, or the value of our
assets or our ability to pay our liabilities within the next 12 months.
Our Company refined its strategy for our Pincode business towards further developing integrated merchant business solutions
aimed at enhancing merchant engagement and enabling offline stores with technology tools. As part of this strategy refinement,
our Company has transitioned out of the Pincode consumer mobile application, which was a hyperlocal e-commerce platform.
421Recent Accounting Pronouncements
The Ministry of Corporate Affairs notified the Companies (Indian Accounting Standards) Amendment Rules, 2023, effective
from April 1, 2025. Key changes include amendments to:
• Ind AS 21 - Lack of exchangeability
• Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
• Ind AS 7 and Ind AS 107 – Supplier Finance Arrangements
• Ind AS 12 – International Tax Reform-Pillar Two Model Rules
These amendments are not expected to have a material impact on the Restated Consolidated Financial Information.
------------------
Material Accounting Policies
Business Combination
Business combinations, except those under common control, are accounted for using the acquisition method. The cost of an
acquisition is measured as the aggregate of the consideration transferred measured at acquisition date, fair value and the amount
of any non-controlling interests in the acquiree. For each business combination, we elect whether to measure the non-controlling
interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related
costs are expensed in the periods in which the costs are incurred, and the services are received, with the exception of the costs
of issuing debt or equity securities that are recognised in accordance with Ind AS 32 and Ind AS 109.
We determine that it has acquired a business when the acquired set of activities and assets include an input and a substantive
process that together significantly contribute to the ability to create outputs. At the acquisition date, the identifiable assets
acquired, and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the liabilities assumed
include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective
of the fact that outflow of resources embodying economic benefits is not probable.
The following assets and liabilities acquired in a business combination are measured at the basis indicated below:
(i) Deferred tax assets or liabilities, and the liabilities or assets related to employee benefit arrangements are recognised
and measured in accordance with Ind AS 12 Income Tax and Ind AS 19 Employee Benefits, respectively.
(ii) Liabilities or equity instruments related to share based payment arrangements of the acquiree or share based payments
arrangements we entered into to replace share based payment arrangements of the acquiree are measured in accordance
with Ind AS 102 Share based Payments at the acquisition date.
(iii) Assets (or disposal groups) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held
for Sale and Discontinued Operations are measured in accordance with that Standard.
If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date, fair
value and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate. If the initial accounting for a business
combination is incomplete by the end of the reporting period in which the business combination occurs, we report provisional
amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted through goodwill during
the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and
circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date. These
adjustments are called measurement period adjustments. The measurement period does not exceed one year from the acquisition
date.
422Common control transactions
Business combinations involving entities or businesses under common control are accounted for using the pooling of interests
method. Assets and liabilities of the combining entities are reflected at their carrying amounts and no new asset or liability is
recognised. Identity of reserves of the transferor company is preserved by reflecting them in the same form in the transferee’s
Ind AS Financial Statements in which they appeared in the financial statements of the transferor company. The financial
information in the financial statements in respect of prior periods is restated from the beginning of the preceding period in the
Restated Consolidated Financial Information if the business combination date is prior to that date. However, if the business
combination date is after that date, the financial information in the Restated Consolidated Financial Information is restated from
the date of business combination. The difference, if any, between the amount recorded as share capital issued plus any additional
consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve
and is presented separately from other capital reserves with disclosure of its nature and purpose in the notes.
Goodwill
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount
recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities
assumed. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is allocated to each of our cash-generating units that are
expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those
units. A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when
there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying
amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to
the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is
recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. Where goodwill
has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated
with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal.
Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of
the cash-generating unit retained.
Investment in associate
An associate is an entity over which we have significant influence. Significant influence is the power to participate in the
financial and operating policy decisions of the investee but is not control or joint control over those policies. The considerations
made in determining whether significant influence exists is similar to those necessary to determine control over the subsidiaries.
Our investment in our associate is accounted for using the equity method. Under the equity method, the investment in an
associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in our share of
net assets of the associate since the acquisition date. Goodwill relating to the associate is included in the carrying amount of the
investment and is not tested for impairment individually.
The Restated Consolidated Financial Information reflects our share of the results of operations of the associate. Any change in
OCI of those investees is presented as part of our OCI. In addition, when there has been a change recognised directly in the
equity of the associate, we recognise our share of any changes, when applicable, in the Restated Consolidated Financial
Information. Unrealised gains and losses resulting from transactions between us and the associate are eliminated to the extent
of the interest in the associate. The financial statements of the associate are prepared for the same reporting period as ours.
When necessary, adjustments are made to bring the accounting policies in line with ours. Investments in associates are reviewed
for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The impairment
review compares the net carrying value with the recoverable amount, where the recoverable amount is the higher of the value
in use calculated as the present value of our share of the associate’s future cash flows and our fair value less costs of disposal.
We determine the event or change in circumstance that triggers deemed disposal. We assess the fair value of the investment at
the time of deemed disposal and account for any gain/loss arising out of the same post assessment of whether or not the deemed
disposal results in a loss of significant influence.
Current and non-current classification
We present assets and liabilities in the Restated Consolidated Financial Information based on current and non-current
classification. An asset is classified as current when:
• It is expected to realise the asset, or intends to sell or consume it in our normal operating cycle;
• It holds the asset primarily for the purpose of trading;
423• It expects to realise the asset within twelve months after the reporting period; or
• The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting period.
We classify all other assets as non-current.
A liability is current when:
• It is expected to be settled in the normal operating cycle;
• It is held primarily for the purpose of trading;
• It is due to be settled within twelve months after the reporting period; or
• It does not have the right at the end of the reporting period to defer settlement of the liability for at least 12 months after
the reporting period.
We classify all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents.
We have identified twelve months as our operating cycle.
Foreign currency
Functional and presentation currency
The functional currency of our Company and its Indian subsidiaries is Rs. whereas the functional currency of foreign
subsidiaries is the currency of the primary economic environment in which the respective entity operates. The Restated
Consolidated Financial Information is presented in Rs., which is also the company’s functional currency.
Transactions and balances
Transactions in foreign currencies are recognised at the rates of exchange prevailing at the dates of the transactions. At each
Balance Sheet date, monetary assets and liabilities that are denominated in foreign currencies are translated to the functional
currency at the rates prevailing at the Balance Sheet date. Exchange differences are recognised in our Restated Consolidated
Financial Information in the period in which they arise, apart from exchange differences on monetary items forming part of the
net investment in a foreign operation. Non-monetary items that are measured at historical cost in a foreign currency are
translated using the spot exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in
a foreign currency are translated using the spot exchange rates at the date when the fair value was determined.
Foreign currency translations
The assets and liabilities of our foreign operations are translated into Rs. at exchange rates prevailing at the Balance Sheet date.
Profits and losses are translated at average exchange rates for the relevant accounting periods. Exchange differences arising are
recognised in Other Comprehensive Income (OCI) and are included in our Foreign currency translation reserve. Such translation
differences are recognised as income or expenses in the period in which the operation is disposed of.
Property, plant and equipment
Recognition and measurement
All items of property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated
depreciation and impairment loss, if any. Costs include expenditure directly attributable to acquisition of assets. The cost of an
item of property, plant and equipment is recognised as an asset, if and only if, it is probable that future economic benefits
associated with the item will flow to us and the cost of the item can be measured reliably. All repair and maintenance costs are
recognised in the Restated Consolidated Financial Information as incurred. Any subsequent cost incurred is recognised in the
carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied. Cost of assets
not ready for intended use are disclosed under ‘Capital work-in-progress’, net of accumulated impairment loss, if any.
424Depreciation
We depreciate property, plant and equipment over the estimated useful life on a straight-line basis from the date the assets are
ready for its intended use. Depreciation is not recorded on capital work-in-progress until installation is complete and the asset
is ready for its intended use. Reviews are made annually of the estimated remaining lives, residual value and depreciation
method of individual assets, taking account of commercial and technological obsolescence as well as normal wear and tear and
changes in expected useful lives are treated as changes in estimates. The estimated useful lives of assets are as follows:
Category of assets Estimated useful life
Computers 3 years
Electronic Data Capture machines (“EDC”) (included under “Computers”) 3 years
Computer servers (included under “Computers”) 5 years
Smart speakers (“SS”) (included under “Computers”) 1.5 years
Others (Includes office equipment, furniture and fixtures and electrical installations) 5 years
Leasehold improvements are depreciated over the estimated useful life or the lease period, whichever is lower. Based on
technical evaluation done by management’s expert, we depreciate certain items of property, plant and equipment over estimated
useful lives which are different from the useful life prescribed in Schedule II to the Act. The management believes that these
estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used. An
item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from
its use or disposal. Any gain or loss on de-recognition of the asset is included in the Restated Consolidated Financial Information
in the year the asset is de-recognised and is presented as adjustments in the note to Property, plant and equipment in these
Restated Consolidated Financial Information.
Intangible assets
Separately purchased intangible assets are initially measured at cost, being the purchase price as at the date of acquisition. On
acquisition of controlling interests in companies, we recognise any specifically identifiable intangible assets separately from
goodwill. These intangible assets are initially measured at fair value as at the date of acquisition. The determination of the fair
values of the separately identified intangibles, is based, to a considerable extent, on management’s judgement.
Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and impairment loss, if
any. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is
recognised in the Restated Consolidated Financial Information when it is incurred. Subsequent expenditures are capitalised
only when they increase the future economic benefits embodied in the specific asset to which they relate.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the
difference between the net disposal proceeds and the carrying amount of the asset) is included in the Restated Consolidated
Financial Information.
The useful lives of intangible assets are assessed as either finite or indefinite. The useful lives of the intangible assets assessed
by the management are as follows and these are amortised on a straight-line basis over the period of the assets:
Category of assets Estimated useful life
Computer software 1 - 3 years
Intellectual property rights 3 years
The amortisation period and amortisation method for intangible assets are reviewed annually and changes in expected useful
lives are treated as changes in estimates.
Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity. Financial instruments in the form of financial assets and financial liabilities are presented separately. Financial
instruments are recognised on the Restated Consolidated Financial Information when we become a party to the contractual
provisions of the instrument.
Initial recognition
Financial instruments are initially measured at fair value. Trade receivables that do not contain a significant financing
component are measured at transaction price. Transaction costs directly attributable to the acquisition or issue of financial
425instruments are recognised in determining the carrying amount, if it is not classified as at Fair Value through profit and loss.
Subsequently, financial instruments are measured according to the category in which they are classified.
Financial assets are classified into following categories:
• Financial assets carried at amortised cost (debt instruments);
• Financial assets Fair Value Through Other Comprehensive Income (FVTOCI);
• Financial assets at Fair Value Through profit and loss (FVTPL); and
• Financial liabilities are classified, at initial recognition, as financial liabilities at amortised cost for “Cash-settled share
based payment liabilities”.
Financial assets
Financial assets primarily comprise of trade receivables, cash and bank balances and marketable securities and investments.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets carried at amortised cost (debt instruments)
A financial asset is subsequently measured at amortised cost if it meets both of the following criteria:
• the asset is held within a business model whose objective is to hold the asset to collect contractual cash flows, and
• the contractual terms of the financial assets give rise on a specified date to cash flows that are solely payments of
principal and interest on the principal outstanding.
Financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is
calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included in other income in the Restated Consolidated Financial Information. The losses arising from
impairment are recognised in the Restated Consolidated Financial Information. Our financial assets at amortised cost includes
trade receivables and investments in commercial papers included in other financial assets.
Financial assets at Fair Value Through Other Comprehensive Income (FVTOCI) (debt instruments):
A financial asset is subsequently measured at FVTOCI if it meets both of the following criteria:
• the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and
selling financial assets, and
• the contractual terms of the financial asset give rise on a specified date to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Financial assets at Fair Value Through Other Comprehensive Income (FVTOCI) (equity instruments):
Upon initial recognition, we can elect to classify irrevocably its equity investments as equity instruments designated at fair
value through OCI when they meet the definition of equity under Ind AS 32 Financial Instruments: Presentation for the issuer
and are not held for trading. The classification is determined on an instrument-by-instrument basis. Gains and losses on these
financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit and loss
when the right of payment has been established, except when we benefit from such proceeds as a recovery of part of the cost
of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI
are not subject to impairment assessment. We elected to classify irrevocably its non-listed equity investments under this
category.
426Financial assets at Fair Value Through profit and loss (FVTPL):
A financial asset which does not meet the amortised cost or FVTOCI criteria is measured as FVTPL. Financial assets at FVTPL
are measured at fair value at the end of each reporting period, with any gains or loss on re-measurement and interest income
earned on FVTPL instruments are recognised in the Restated Consolidated Financial Information.
Financial liabilities:
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly
attributable transaction costs.
Financial liabilities measured at amortised cost:
After initial recognition, financial liabilities are subsequently measured at amortised cost using the effective interest method,
except for contingent considerations recognised in a business combination which is subsequently measured at FVTPL.
De-recognition of financial assets and liabilities
Financial assets
We derecognise a financial asset only when the contractual rights to the cash flows from the asset expires or it transfers the
financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If we neither transfer nor
retain substantially all the risks and rewards of ownership and continue to control the transferred asset, we continue to recognise
the transferred asset to the extent of our continuing involvement. In that case, we also recognise an associated liability. The
transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that we have retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original
carrying amount of the asset and the maximum amount of consideration that we could be required to repay.
On de-recognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the
sum of the consideration received and receivable is recognised in Restated Consolidated Financial Information. In addition, on
de-recognition of an investment in a debt instrument classified as at FVTOCI, the cumulative gain or loss previously
accumulated is reclassified to Restated Consolidated Financial Information. In contrast, on de-recognition of an investment in
equity instrument which we have elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously
accumulated in the investments revaluation reserve is not reclassified to Restated Consolidated Financial Information but is
transferred to retained earnings.
Financial liabilities
We derecognise financial liabilities when, and only when, our obligations are discharged, cancelled or they expire. The
difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is
recognised in Restated Consolidated Financial Information.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, we
currently have a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise
the asset and settle the liability simultaneously.
Trade and other receivables
In accordance with Ind AS 109 para 5.1.3, at initial recognition, an entity measures trade receivables at their transaction price
(as defined in Ind AS 115) if the trade receivables do not contain a significant financing component. We hold the Trade
receivables with the objective to collect the contractual cash flows and therefore measure them subsequently at amortised cost
using the effective interest method, less any impairment.
Impairment
Financial Assets
Ind AS 109 requires the Group to record expected credit loss on all of its debt instruments (not held at fair value through profit
and loss), loans and receivables, either on a 12-month or lifetime basis. The Group recognises loss allowances using the expected
credit loss (ECL) model for the debt instruments which are not fair valued through profit and loss. For trade receivables and
contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in
427credit risk but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a
provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors
and the economic environment. For all other debt instruments, ECL are measured at an amount equal to 12-month ECL, unless
there is a significant increase in the credit risk from initial recognition in which case those are measured at lifetime ECL. The
expected credit loss (or reversal) necessary to adjust the loss allowance to its required amount as of the reporting date is
recognised as an impairment gain or loss in the Restated Consolidated Summary Statement of Profit and Loss.
Non-financial assets
We assess whether there are any indicators of impairment for all non-financial assets at each reporting date. Goodwill is tested
for impairment annually and at other times when such indicators exist.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to dispose and its value
in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of
those from other assets or our assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated
future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions
are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These
calculations are corroborated by valuation multiples or other available fair value indicators. Impairment losses are recognised
in the Restated Consolidated Financial Information. Other non-financial assets are tested for impairment when there are
indicators that the carrying amounts may not be recoverable.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions, and highly liquid
investments with original maturities of three months or less and subject to an insignificant risk of changes in value. They are
readily convertible into known amounts of cash and are held at amortised cost, where they meet the hold to collect ‘solely
payments of principal and interest’ test criteria under Ind AS 109. Those not meeting these criteria are held at fair value through
profit and loss.
Restricted Cash
Restricted cash refers to cash that is not available for general use by us. This cash is set aside for specific purposes, such as
fulfilling merchant liabilities and reported separately under other financial assets and is not included in the total cash and cash
equivalents in the Restated Consolidated Financial Information. We restricted cash mainly represents (a) escrow bank balances
representing prefunding, customer wallet balances and amounts held for settlement of merchant liabilities and (b) the secured
deposits held in designated bank accounts for which Bank Guarantee/Letter of Credit/Buyer Credit/ Overdraft facility has been
issued/utilised.
Semi-closed wallet
We operate a semi-closed wallet (SCW), wherein monies received from subscribers are deposited in an escrow bank account.
The amounts received from subscribers are recorded as wallet balance and disclosed under Other financial assets and
corresponding wallet liabilities are presented under Other financial liabilities in the Restated Consolidated Financial
Information.
Provisions
Provisions are liabilities of uncertain timing or amount. A provision is recognised if, as a result of a past event, we have a
present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits
will be required to settle the obligation.
Provisions are measured at management’s best estimate of the most likely outcome of the expenditure required to settle the
obligation at the reporting date and are discounted to present value where the effect is material.
Employee benefits
Defined benefit plan
In accordance with applicable laws in India, we provide for gratuity, a defined benefit retirement plan (“the Gratuity Plan”)
for every employee who has completed 5 years or more of service on separation at 15 days salary (last drawn salary) for each
completed year of service. The Gratuity Plan provides for a lump sum payment to eligible employees at retirement, death,
428incapacitation or termination of employment based on last drawn salary and tenure of employment with us. Liabilities with
regard to the Gratuity Plan are determined by actuarial valuation on the reporting date using projected unit credit method and
are discounted to present value by reference to market yields at the end of the reporting period on government bonds. The
gratuity scheme is not funded.
Current service costs are spread systematically over the period of rendered service and financing costs are recognised in full in
the periods in which they arise. Remeasurements of the net defined benefit liability, including actuarial gains and losses, are
recognised immediately in Other comprehensive income.
Defined contribution plan
We make contributions to the Provident Fund scheme, a defined contribution plan. These contributions are deposited with
Government administered fund and recognised as an expense in the period in which the related service is performed. There is
no further obligation on this defined contribution plan.
Compensated absences
Employee entitlements to annual leave are recognised as a liability when they accrue to the employees. The estimated liability
for leave is recognised for services rendered by employees up to the end of the reporting period.
We treat accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for
measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the
projected unit credit method at the year-end. Actuarial gains/loss are immediately taken to the Restated Consolidated Financial
Information and are not deferred. We present the entire leave as a current liability in the balance sheet, since we do not have an
unconditional right to defer its settlement for 12 months after the reporting date.
Share based payments
Our employees receive remuneration in the form of equity settled and cash settled share based payments, for services rendered.
Equity-settled transactions:
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate
valuation model. The cost is recognised in employee benefit expense with a corresponding increase in Share based payment
reserves in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense
recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting
period has expired and our best estimate of the number of equity instruments that will ultimately vest. The expense or credit in
the Restated Consolidated Financial Information for a period represents the movement in cumulative expense recognised as at
the beginning and end of that period and is recognised in employee benefits expense.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards,
but the likelihood of the conditions being met is assessed as part of our best estimate of the number of equity instruments that
will ultimately vest. Market performance conditions are reflected within the grant date fair value. No expense is recognised for
awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards
include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-
vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. When the terms of an
equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award,
provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is
recognised for any modification that increases the total fair value of the share based payment transaction, or is otherwise
beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair
value of the award is expensed immediately through profit or loss. The dilutive effect of outstanding options is reflected as
additional share dilution in the computation of diluted earnings per share.
Cash-settled transactions:
A liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting
date up to and including the settlement date, with changes in fair value recognised in employee benefits expense. The fair value
is expensed over the period until the vesting date with recognition of a corresponding liability. The fair value is determined
using an appropriate valuation model. The approach used to account for vesting conditions when measuring equity-settled
transactions also applies to cash-settled transactions.
429Leases
We assess at contract inception whether a contract is, or contains, a lease, that is, if the contract conveys the right to control the
use of an identified asset for a period of time in exchange for consideration.
The Group as a lessee
We apply a single recognition and measurement approach for all leases, except for short-term leases. We recognise lease
liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
Right-of-use assets
The right of use asset is initially measured at cost, comprising: the initial lease liability; any lease payments already made less
any lease incentives received; and initial direct costs. The right of use asset is subsequently depreciated on a straight-line basis
over the shorter of the lease term or the useful life of the underlying asset.
Lease liabilities
The lease liabilities are measured at the present value of the lease payments, discounted at the lessee’s incremental borrowing
rate specific to the term, country, currency and start date of the lease. Lease payments include: fixed payments; variable lease
payments dependent on an index or rate, initially measured using the index or rate at commencement; the exercise price under
a purchase option if we are reasonably certain to exercise; penalties for early termination if the lease term reflects our exercising
a break option; and payments in an optional renewal period if we are reasonably certain to exercise an extension option or not
exercise a break option. The lease liabilities are subsequently measured at amortised cost using the effective interest rate method.
It is re-measured, with a corresponding adjustment to the right of use asset, when there is a change in future lease payments
resulting from a rent review, change in an index or rate, or change in our assessment of whether it is reasonably certain to
exercise a purchase, extension or break option.
Short-term leases
We have elected not to recognise right-of-use assets and liabilities for short-term leases that have a lease term of 12 months or
less and do not contain a purchase option. We recognise the lease payments associated with these leases as an expense on a
straight-line basis over the lease term.
Revenue from operations
We recognise revenue from contracts with customers based on a five-step model as set out in Ind AS 115, Revenue from
Contracts with Customers. Our contracts with customers may include multiple performance obligations. For such arrangements,
we allocate revenue to each performance obligation based on its relative standalone selling price. Revenue towards satisfaction
of a performance obligation is measured at the amount of transaction price, net of taxes (net of variable consideration that is
constrained) allocated towards that performance obligation. Revenue is recognised when (or as) we satisfy a performance
obligation by transferring a promised service to a customer. An asset is transferred when (or as) the customer obtains control
of that asset. We include estimates of variable consideration in the transaction price only to the extent that it is highly probable
that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with
the variable consideration is resolved.
We consider ourselves as a principal in an arrangement when it controls the service provided. We have concluded that we do
not control the service provided by the third-party merchants. Accordingly, commission income on such transactions is included
within revenue. Cash received before the services are delivered is recognised as a contract liability / deferred revenue. The
amount of consideration does not contain a significant financing component. We provide incentives to our users in various
forms including cashbacks. Cashbacks and other incentives given to users which are consideration payable to a customer are
recognised as a reduction of revenue. However, when these incentives offered to the users are higher than the income earned
from the users, the excess on an individual transaction basis is classified under “Advertisement and sales promotion expenses”.
The following is a description of principal activities from which we generate our revenue:
Payment Services
Transaction Processing Fee:
Our consumers are levied Transaction Processing Fee, including Convenience Fee for availing mobile recharges, bill payments,
digital gold and digital silver transactions, and travel and transit ticketing services. We also facilitate online and offline Merchant
Payments and earn Transaction Processing Fee. Revenue from these services is recognised when the control of service is
430transferred to the customer i.e. when the services have been provided by us as per the terms of the contract with customers. We
also earn Transaction Processing Fee for facilitating person-to-person (P2P) payments which is recognised at a point in time on
completion of transaction. Transaction Processing Fee is generally charged as a fixed amount per transaction or as a percentage
of monetary value of transaction processed. Contracts or terms and conditions stipulate the types of services and articulate how
fees will be calculated. We generally contract with consumers, merchants, financial institutions, or affiliates of those parties.
Amounts received by us pending settlement are disclosed as merchant liabilities under the other financial liabilities. A
corresponding asset is recognised as restricted cash for funds held in our PA Escrow Bank Account, while amounts yet to be
received are recorded as receivables from payment gateways / banks.
Platform Fee:
We charge Platform Fee to consumers for usage of the application. Control of service is transferred at a point in time when the
transaction is successfully completed as per the terms and conditions agreed with the customer.
Advertisement services:
Revenue from sale of Advertisement Services is recognised at point in time, on satisfaction of associated performance obligation
i.e. as and when the relevant advertisement is displayed or distributed.
Subscription Fee:
Revenue from setup fee of Payment Devices (Electronic Data Capture and Smart Speaker devices) is recognised as income as
and when service is being provided to customers. Revenue from Subscription Fee on Payment Devices is recognised over time,
on satisfaction of associated performance obligation. The pattern of benefits received by the customer from Payment Device is
generally even, throughout the period of contract and therefore revenue from such services is recognised on a straight-line basis
over the period (i.e. over the contractual term).
Lending and Insurance Distribution services
Lending Sourcing and Service Fee:
Revenue as Lending service provider consists of two components: Sourcing Fee and Service Fee.
• Sourcing Fee – Sourcing Fee is recognised on satisfaction of associated performance obligation i.e. on sourcing of
customers for lending partners, when amount of loan or credit is transferred to the user’s bank account based on
agreements entered with the respective lending partners.
• Service Fee – Service Fee for services such as facilitation, collection, monitoring etc., is recognised in line with the
period of service obligation as per agreements entered with respective lending partners.
Insurance Distribution Fee:
We earn a distribution fee in the form of commission and rewards from insurance companies on placement of insurance policies.
Revenue from placement services is recognised at a point in time, i.e., the date of issue of policy documents by the insurance
Company. The revenue is recognised on satisfaction of the performance obligation and is measured at the amount of transaction
price (net of variable consideration) allocated to that performance obligation as specified in the contract with the customer. We
present revenue net of applicable taxes in the Statement of Profit and Loss.
Other services
Stock Broking and Mutual Fund Distribution
Commission - Performance obligations are satisfied over time and commission on mutual fund distribution is recognised based
on daily average assets under management (AUM) of the Schemes.
Depository Services - Revenue from depository services in the form of annual maintenance charges is recognised over the
period of the performance obligation. Revenue from depository services in the form of transaction charges is recognised at a
point in time when the performance obligation is satisfied.
Brokerage Fee - Income from broking activities is recognised on the trade date of transaction (net of goods and services tax
(GST), securities transaction tax, stamp duties and other levies by SEBI and stock exchanges).
431Marketplace platform services
We generate revenue from online order placement-end and delivery transactions through our Pincode application. We have
separate contractual arrangements with the user and third-party sellers/ seller applications, respectively, which specify the rights
and obligations of each party. A user initiates the transaction which requires acceptance from the third-party sellers/ seller
applications. The acceptance of the transaction, combined with the contractual agreement creates enforceable rights and
obligations for each party. Revenue is recognised at a point in time on completion of delivery.
Contract assets
A contract asset is initially recognised for revenue earned from placement of insurance policies under an ongoing premium
collection model because the receipt of consideration is conditional on successful receipt of instalment of premium from end
customer. Upon receipt of the instalment from the customer, the amount recognised as contract assets is reclassified to trade
receivables.
Contract liabilities (Deferred revenue)
A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before we
transfer the related services. Contract liabilities are recognised as revenue when we perform under the contract (i.e., transfers
control of the related services to the customer).
Government grants
We recognise government grants only when there is reasonable assurance that the conditions attached to them will be complied
with, and the grants will be received. Government grants related to revenue are recognised on a systematic basis as other
operating revenue over the periods necessary to match them with the related costs, if any, which they are intended to compensate
for.
Other income
Interest income is recognised using the effective interest method. Effective interest is the rate that discounts the estimated future
cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount
of the financial asset. Interest income is included in Other income in the Restated Consolidated Financial Information.
Income Tax
Income tax comprises current and deferred tax. Income tax expense is recognised in the Restated Consolidated Financial
Information except to the extent it relates to items directly recognised in equity or in OCI.
Current income tax
Current income tax for the current period is measured at the amount expected to be recovered from or paid to the taxation
authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are
those that are enacted or substantively enacted by the reporting date and applicable for the period. We offset current tax assets
and current tax liabilities, where it has a legally enforceable right to set off the recognised amounts and where it intends either
to settle on a net basis, or to realise the asset and liability simultaneously. Current income tax relating to items recognised
outside Restated Consolidated Financial Information is recognised outside Restated Consolidated Financial Information (either
in OCI or equity). Management considers whether it is probable that a taxation authority will accept an uncertain tax treatment.
We reflect the effect of uncertainty for each uncertain tax position by using either the most likely method or expected value
method, depending on which method predicts better resolution of the treatment.
Deferred tax
Deferred income tax is recognised using the Balance Sheet approach. Deferred income tax assets and liabilities are recognised
for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount
in Restated Consolidated Financial Information, except when the deferred income tax arises from the initial recognition of
goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable
profits or loss at the time of the transaction and does not give rise to equal taxable and deductible temporary differences.
Deferred income tax assets are recognised to the extent it is probable that taxable profit will be available against which the
deductible temporary differences and the carry forward of unused tax credits and unused tax loss can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
432Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset
is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting period. Deferred tax relating to items recognised outside Restated Consolidated Financial Information are recognised
in correlation to the underlying transaction either in OCI or directly in equity. We offset deferred income tax assets and liabilities,
where it has a legally enforceable right to offset current tax assets against current tax liabilities, and they relate to taxes levied
by the same taxation authority, where there is an intention to settle the current tax liabilities and assets on a net basis or their
tax assets and liabilities will be realised simultaneously.
Fair value measurement
Certain financial instruments are measured at fair value as of each reporting date after initial recognition. Fair value is the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The fair value of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest by using quoted market
rates, discounted cash flow analyses and other appropriate valuation models. We use valuation techniques that are appropriate
in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair values are being measured or
disclosed in the Restated Consolidated Financial Information are categorised within the fair value hierarchy, described as
follows:
• Level 1– This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in
active markets for identical assets or liabilities.
• Level 2 – This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived
from prices); and
• Level 3 – This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on
observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based
on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor
are they based on available market data.
Contingencies
Contingent Liability
Contingent liabilities are possible obligations whose existence will be confirmed only on the occurrence or non-occurrence of
uncertain future events outside our control, or present obligations that are not recognised because it is not probable that a
settlement will be required or the value of such a payment cannot be reliably estimated. We do not recognise contingent
liabilities but discloses them.
Earnings per share
Basic earnings per share is computed by dividing the profit/ (loss) attributable to ordinary equity holders of the company by the
weighted average number of equity shares outstanding during the period, if any. Diluted earnings per share is computed by
dividing the profit/ (loss) attributable to ordinary equity holders of the company by the weighted average number of shares
outstanding during the period, adjusted for the effects of all dilutive potential equity shares, except where the results would be
anti-dilutive. Dilutive potential shares are deemed converted at the beginning of the period, unless issued at a later date.
433CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalisation as at September 30, 2025 and as adjusted for the Offer. This table
should be read in conjunction with “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and “Restated Consolidated Financial Information” on pages 39, 387, and 305, respectively.
(₹ in million, except ratios)
Particulars Pre-Offer as of September 30, As adjusted for the proposed Offer#
2025
Borrowings
Current borrowings(1) (A) Nil -
Non-current borrowings(1) (B) Nil -
Total borrowings (C = A+B) Nil -
Equity
Equity share capital(1) (D) 506.60 -
Other equity(1) (E) 96,242.73 -
Total equity (F=D+E) 96,749.33 -
Total capitalisation (G= C+F) 96,749.33 -
Ratio: Total non-current borrowings / Total equity (B/F) - -
Ratio: Total borrowings / Total equity (C/F) - -
(1) These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended).
# The corresponding post Offer capitalization data is not determinable at this stage pending the completion of the Book Building Process and hence have not
been provided in the above table. To be updated upon finalization of the Offer Price at the Prospectus stage.
For details of change in the share capital since September 30, 2025, see “Capital Structure – Notes to the Capital Structure – Share capital history of our
Company – Equity share capital” on page 117.
434SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated in this section, as on the date of this Updated Draft Red Herring Prospectus - I, there are no outstanding (i)
criminal proceedings (including criminal matters which are at first information report (“FIR”) stage even if no cognizance
has been taken by any court); (ii) outstanding actions (including all outstanding disciplinary actions, and show cause notices)
by regulatory authorities and statutory authorities (including any judicial, quasi-judicial, administrative authorities or
enforcement authorities); (iii) outstanding claims related to direct and indirect taxes (disclosed in consolidated manner giving
the number of cases and total amount involved) provided that tax matters for which the amount involved are equal to or exceed
the materiality threshold will be disclosed separately; (iv) any other pending litigation (including civil and arbitration
proceedings), where the amount involved in the proceedings exceeds the materiality threshold (as defined below); in each case
involving our Company, its Promoters, Subsidiaries and Directors (“Relevant Parties”); and (v) criminal proceedings
(including criminal matters which are at FIR stage even if no cognizance has been taken by any court) and actions by regulatory
and statutory authorities involving the Key Managerial Personnel and Senior Management. Further, there are no disciplinary
actions including penalties imposed by the SEBI or Stock Exchanges against our Promoters in the last five Financial Years,
including any outstanding action.
For the purpose of disclosure of pending material litigation in (iv) above, our Board in its meeting held on September 23, 2025
(“Materiality Policy”) has considered and adopted the Materiality Policy, in terms of which, any outstanding litigation where
the aggregate monetary amount of claim/ dispute amount/ liability involved where the claim/ dispute amount, to the extent
quantifiable, exceeds the lower of (a) 2% of turnover based on the Restated Consolidated Financial Information for Fiscal
2025; or (b) 2% of net worth based on the Restated Consolidated Financial Information as at March 31, 2025, or (c) 5% of the
average of absolute value of profit or loss after tax, based on the Restated Consolidated Financial Information of our Company
for the last three Fiscals. Accordingly, ₹1,086.61 million, being the amount equivalent to 5% of the average of absolute value
of the profit/ loss after tax of our Company for the preceding three financial years based on the Restated Consolidated Financial
Information, would be considered ‘material’ (“Materiality Threshold”). Further, (a) all outstanding pending civil litigation/
arbitration proceedings involving the Relevant Parties, where monetary liability is not quantifiable or which does not exceed
the Materiality Threshold or any other outstanding litigation/arbitration proceedings, the outcome of any such pending
proceedings may have a material bearing on the business, operations, performance, prospects, financial position or reputation
of our Company; (b) outstanding litigation, including civil litigation/arbitration proceedings, involving the Relevant Parties
where the decision in such a proceeding is likely to affect the decision in similar proceedings, even though the amount involved
in any individual proceeding does not exceed the Materiality Threshold; or (c) outstanding intellectual property matters,
including civil litigation / arbitration proceedings, involving our Company or its Subsidiaries, related to intellectual properties
of our Company or its subsidiaries, having a direct impact on the brand and business of our Company and our Subsidiaries,
would be considered material.
For the purposes of this section, pre-litigation notices received or sent by any of the Relevant Parties from/ to third parties
(excluding those notices issued by statutory/ regulatory/ governmental/ taxation authorities and notices threatening any
criminal action {until cognizance has been taken by the relevant authority} or FIRs, as applicable), shall not be considered as
litigation until such time that the Relevant Parties are impleaded as a party in the litigation proceedings before any judicial/
quasi-judicial or arbitral forum, unless otherwise decided by our Board. Further, for the purposes of disclosure of outstanding
criminal proceedings involving the Relevant Parties and key managerial personnel and senior management of our Company,
criminal complaints shall not be considered as outstanding litigation, until such time as an FIR has been registered (even if no
cognizance has been taken by any court) or cognizance has been taken by the relevant court/magistrate/authority.
In accordance with the Materiality Policy, as on the date of this Updated Draft Red Herring Prospectus - I, there is no pending
litigation involving our Group Companies, which in accordance with the SEBI ICDR Regulations, would be considered to have
a ‘material impact’, and any adverse outcome from such pending litigation would not materially and adversely affect the
business, prospects, operations, performance, financial position, cash flows or reputation of our Company.
For the purpose of disclosure of outstanding dues to creditors, our Board in its meeting held on September 23, 2025 has
considered and adopted the Materiality Policy for identification of material outstanding dues to creditors. Except as stated in
this section, there is no outstanding material dues to creditors of our Company. In terms of the Materiality Policy, outstanding
dues to any creditor (on the basis of trade payables) of our Company having a monetary value which exceeds 5% of the total
trade payables of our Company as of September 30, 2025, shall be considered as ‘material’. Accordingly, as on September 30,
2025, any outstanding dues exceeding ₹ 393.63 million have been considered as material outstanding dues for the purposes of
identification of material creditors and related information in this section. Further, for outstanding dues to micro, small and
medium enterprises (“MSME(s)”), the disclosure is based on information available with our Company regarding status of the
creditors under section 2 of the Micro, Small and Medium Enterprises Development Act, 2006, as amended, read with the rules
and notifications thereunder.
All terms defined in a particular litigation disclosure below correspond to that particular litigation only.
435Litigation involving our Company
Litigation against our Company
Criminal litigation
Except as disclosed below, as on the date of this Updated Draft Red Herring Prospectus - I, there are no outstanding criminal
litigations against our Company.
1. Dhwani Dilip Gondane and Dilip Lalji Gondane (“Applicants”) filed a miscellaneous criminal application in the year
2025 (“Application”) against State of Maharashtra before the court of Judicial Magistrate First Class at Nagpur
(“JMFC”) under section 503 of the BNSS, on account of an alleged online fraud where unknown persons transferred
money from the Applicants’ bank account through a fraudulent link. The Applicants are seeking the release of funds
amounting to ₹ 0.27 million (out of which an amount of ₹ 0.02 million has been transacted through the payment
gateway services on the PhonePe Platform). In relation to these proceedings, our Company, received a notice dated
March 29, 2025, from JMFC (“Notice”), stating that the funds were transferred to an account allegedly operated by
our Company and a response has been filed by our Company, on April 24, 2025, denying the allegations and clarifying
its role as the intermediary in the UPI ecosystem, in this transaction. The matter is currently pending.
2. Manoj Kumar (“Applicant”) filed a criminal writ application in the year 2024 (“Application”) against State of Bihar
and others (“Respondents”) before High Court of Bihar at Patna (“Patna HC”) seeking directives for an investigation
into a first information report filed by him on April 29, 2024 (“FIR”) for offences under Sections 419 and 420 of IPC
and Sections 37, 66 (c) and 66 (d) of the IT Act for inter alia issuance of directives for investigation and release of
Applicant’s funds amounting to ₹1.14 million (“Amount”), which had been fraudulently transferred to a third party.
Following a police report dated June 11, 2024, the Chief Judicial Magistrate, Purnea, on September 5, 2024, ordered
the provisional release of the Amount and directed the banking partner (“Bank”) to refund the Amount (“Order”).
Subsequently, our Company filed an interlocutory application before the High Court of Patna, seeking to be impleaded
as a party in opposition to the release, asserting its status as an intermediary under the UPI ecosystem for the impugned
transactions under the IT Act, and contending that the Amount, held in its nodal/escrow account, was transferred to a
different merchant’s account within 24 hours of the transactions. Additionally, pertaining to the Application, our
Company has filed a separate criminal writ petition (“Petition”) under Article 226 of the Constitution and Section 528
of BNSS before the Patna HC, challenging the Order. By way of the Petition, our Company has stated that being an
intermediary, it is protected from the liability as per the provisions of the IT Act and sought refund of the amount of
approximately ₹ 1.14 million from the Applicant, since the said amount had been transferred in favour of the Applicant.
Both the proceedings are pending at various stages of adjudication, before Patna HC.
3. Deepak Marutirao Kadrekar (“Applicant”) filed a miscellaneous application in the year 2024, against the State of
Maharashtra before the Judicial Magistrate First Class at Ulhasnagar (“JMFC”) under section 457 of CrPC, seeking a
directive for an investigation into a first information report filed by Applicant on October 26, 2023 (“FIR”) for offences
under Section 66 (d) of the IT Act, on account of an alleged cyber fraud, where the Applicant transferred money
amounting to ₹ 0.97 million from his bank account to the bank account of the accused, on the pretext of investments
in securities instruments. The Applicant is seeking release of funds amounting to ₹ 0.97 million (out of which ₹ 0.01
million has been transacted using the PhonePe Platform). The matter is currently pending.
Material civil litigation
Except as disclosed below, as on the date of this Updated Draft Red Herring Prospectus - I, there are no outstanding civil
litigations against our Company.
1. On4Off Trading Private Limited (“Plaintiff”) filed a plaint in the year 2025 (“Plaint”) before the High Court of Delhi
at New Delhi (“Delhi HC”) against National Payments Corporation of India (“NPCI”), several other payment
aggregators in the payments ecosystem, including our Company (collectively, the “Defendants”), under sections 104
A and 108 of the Patents Act, alleging infringement of the Plaintiff’s patented technology for facilitating UPI payments
using credit cards (“Patent” or “Patented Technology”) collectively by NPCI and the Defendants. As per the Plaint,
the Patent describes a method and system for enabling payments from various monetary instruments, including credit
cards, using UPI QR codes. Further, the Plaint alleged that the Defendants had infringed upon the Patented Technology
by facilitating transactions using RuPay credit cards through UPI QR codes and had been using a process identical to
Plaintiff’s Patented Technology, without a license or permission. The Plaintiff sought various reliefs by way of the
Plaint, including a permanent injunction restraining the Defendants from using and infringing upon the Patented
Technology, damages for the infringement to the extent of an unspecified amount after rendition of accounts of the
Defendants, and costs of the legal proceedings. The Plaintiff also filed an urgent application (“Interim Application”),
for an ad-interim and ex-parte injunction, seeking immediate relief, with the Delhi HC. The Delhi HC while not
436granting interim or immediate relief to the Plaintiff, vide an order dated January 20, 2025, referred the matter for
mediation between the Plaintiff and Defendants. However, noting that the mediation process was unsuccessful, the
Delhi HC issued summons to the Defendants vide its order dated March 11, 2025. The matter is currently pending.
Actions taken by regulatory or statutory authorities
As on the date of this Updated Draft Red Herring Prospectus - I, there are no actions taken by regulatory or statutory authorities
against our Company.
Litigation by our Company
Criminal litigation
Except as disclosed below, as on the date of this Updated Draft Red Herring Prospectus - I, there are no outstanding criminal
litigations by our Company.
1. Pursuant to notices issued to our Company by the State of Gujarat, State Cyber Crime Cell (“Cyber Cell”) and criminal
investigation branch – Crime (“CID - Crime”) under sections 94 and 106 of the BNSS (“Notices”), marking a lien on
our Company’s nodal/escrow accounts with Yes Bank Limited, our Company has filed 101 special criminal
applications (“Applications”) in the year 2025, against State of Gujarat, Cyber Cell, CID - Crime and Yes Bank
Limited (“Respondents”) before the High Court of Gujarat, seeking an order to quash the Notices, alleging that
fraudulent transactions were conducted by third parties using the payment gateway services on the PhonePe Platform.
Our Company stated that it being an intermediary, under the IT Act, it is protected from the liability for the fraudulent
actions of third parties carried out using the payment gateway services on the PhonePe Platform. The aggregate amount
involved in these proceedings (comprising of all 101 Applications), i.e., the amount sought to be unblocked or released
from lien is approximately ₹29.31 million, to the extent ascertainable. These proceedings are pending at various stages
of adjudication before the High Court of Gujarat.
2. Based on complaints filed alleging that fraudulent transactions were conducted by third parties using the payment
gateway services on the PhonePe Platform, order was passed by Additional Chief Metropolitan Magistrate (“ACMM”)
(“Order”) marking a lien on our Company’s nodal/escrow accounts. Our Company has filed a writ petition
(“Petition”) in the High Court of Karnataka in the year 2021, against State of Karnataka and others, under inter alia,
articles 226 and 227 of the Constitution of India, seeking to challenge the Order. By way of the Petition, our Company
has stated that the Orders were passed by the ACMM, without hearing our Company or making our Company a party.
Further, our Company stated that being an intermediary, under the IT Act, it is protected from liability for the
fraudulent actions of third parties carried out using the payment gateway services on the PhonePe Platform. The
aggregate amount involved in the proceeding, that is, the amount sought to be unblocked or released from lien, is ₹0.08
million and the matter is currently pending.
3. Based on complaints filed alleging that fraudulent transactions were conducted by third parties using the payment
gateway services on the PhonePe Platform, order was passed by Additional Civil Judge (“ACJ”) (“Order”) marking
a lien on our Company’s nodal/escrow accounts. Our Company has filed a writ petition in the High Court of Karnataka
in the year 2024 (“Petition”), against State of Karnataka and others, under inter alia, articles 226 and 227 of the
Constitution of India, seeking to challenge the Order. By way of the Petition, our Company has stated that the Order
was passed by the ACJ, without hearing our Company or making our Company a party. Further, our Company stated
that being an intermediary, under the IT Act, it is protected from liability for the fraudulent actions of third parties
carried out using the payment gateway services on the PhonePe Platform. The aggregate amount involved in the
proceeding, that is, the amount sought to be unblocked or released from lien, is ₹1,600 and the matter is currently
pending.
4. Based on complaints filed alleging that fraudulent transactions were conducted by third parties using the payment
gateway services on the PhonePe Platform, order was passed by Additional Chief Judicial Magistrate (“ACJM”)
(“Order”) marking a lien on our Company’s nodal/escrow accounts. Our Company has filed a writ petition in the
High Court of Karnataka in the year 2025 (“Petition”), against State of Karnataka and others, under inter alia, articles
226 and 227 of the Constitution of India, seeking to challenge the Order. By way of the Petition, our Company has
stated that the Order was passed by the ACJM, without hearing our Company or making our Company a party. Further,
our Company stated that being an intermediary, under the IT Act, it is protected from liability for the fraudulent actions
of third parties carried out using the payment gateway services on the PhonePe Platform. The aggregate amount
involved in the proceeding, that is, the amount sought to be unblocked or released from lien, is ₹0.07 million and the
matter is currently pending.
6. Based on complaints filed, alleging that fraudulent transactions conducted by third parties using the payment gateway
services on the PhonePe Platform, order was passed by the Court of Civil Judge (Junior Division) (“Trial Court”)
437(“Order”) marking a lien on our Company’s nodal/escrow accounts. Our Company has filed a writ petition in the year
2023, against the State of Uttar Pradesh and others (“Petition”) under Article 227 of the Constitution of India before
the High Court of Allahabad, seeking to challenge the Order. By way of the Petition filed, our Company has stated
that the Order was passed by the Trial Court, without hearing our Company or making our Company a party. Further,
our Company stated that it, being an intermediary, under the IT Act, it is protected from liability for the fraudulent
actions of third parties using the payment gateway services on the PhonePe Platform. The aggregate amount involved
in Petition, that is, the amount sought to be unblocked or released is approximately ₹ 0.02 million and the matter is
currently pending.
7. Based on complaints filed, alleging that fraudulent transactions conducted by third parties using the payment gateway
services on the PhonePe Platform, order passed by the Chief Judicial Magistrate (“CJM”) (“Order”) marking a lien
on our Company’s nodal/escrow accounts. Our Company has filed a writ petition in the year 2024, against State of
Uttar Pradesh and others (“Petition”) under Article 227 of the Constitution of India before the High Court of
Allahabad, seeking to challenge the Order. By way of the Petition filed, our Company has stated that the Order was
passed by the CJM, without hearing our Company or making our Company a party. Further, our Company stated that
it, being an intermediary, under the IT Act, it is protected from liability for the fraudulent actions of third parties using
the payment gateway services on the PhonePe Platform. The aggregate amount involved in Petition, that is, the amount
sought to be unblocked or released is approximately ₹ 0.05 million and the matter is currently pending.
8. Based on complaints filed, alleging that fraudulent transactions conducted by third parties using the payment gateway
services on the PhonePe Platform, order passed by the Chief Judicial Magistrate (“CJM”) (“Order”) marking a lien
on our Company’s nodal/escrow accounts. Our Company has filed a writ petition in the year 2025, against State of
Uttar Pradesh and others (“Petition”) under Article 227 of the Constitution of India before the High Court of
Allahabad, seeking to challenge the Order. By way of the Petition filed, our Company has stated that the Order was
passed by the CJM, without hearing our Company or making our Company a party. Further, our Company stated that
it, being an intermediary, under the IT Act, it is protected from liability for the fraudulent actions of third parties using
the payment gateway services on the PhonePe Platform. The aggregate amount involved in Petition, that is, the amount
sought to be unblocked or released is approximately ₹1,002 and the matter is currently pending.
9. Our Company has filed ten Criminal Applications (“Applications”) between the years 2021 and 2022, under various
provisions of CrPC, namely, Section 309 and/or Section 451 read with section 457 before various Metropolitan
Magistrates in Bengaluru, Karnataka, seeking an order directing the refund of the amounts wrongly debited from our
Company’s nodal/escrow accounts. These Applications were filed challenging the orders filed by district courts to
transfer the disputed amount from our nodal /escrow account to the complainants’ bank account, without issuing our
Company any prior notice or giving any opportunity of being heard. These criminal proceedings were initiated based
upon complaints filed by individuals stating that they were allegedly defrauded by third parties while making an online
purchase using the payment gateway services on the PhonePe Platform. The aggregate amount involved in the
Applications is approximately, ₹0.47 million. The matter is currently pending at various stages of adjudication.
10. Our Company was issued a notice issued by the Superintendent of Police, Bengaluru Rural District (“Respondent –
II”) under section 91 of the CrPC (“Notice”), in relation to alleged online financial fraud by the third parties. The
Notice had allegedly sought extensive confidential and private user data from our Company, relating to a financial
fraud case. Our Company has filed a writ petition (“Petition”), before the High Court of Karnataka at Bengaluru
(“Karnataka HC”) against the State of Karnataka (“Respondent-I”) and Respondent – II (together with Respondent
– I, the “Respondents”), seeking to challenge the Notice. By way of the Petition, our Company has challenged the
Notice, on the grounds that it sought information in contravention to Section 91 of the CrPC, various provisions of the
PSS Act and Bankers Book of Evidence Act, 1891. Further, the Petition stated that in the absence of a court order, our
Company was under a limited obligation to produce/disclose documents. Subsequently, our Company presented
written submissions on March 7, 2025, claiming the limited role of an intermediary, under the IT Act and emphasizing
the need for judicial oversight before disclosing user data to Respondent - II. Thereafter, the Karnataka HC, by way of
its order dated April 29, 2025 (“Impugned Order”), rejected the Petition, on the grounds that our Company’s claim
of absolute immunity from disclosure of information under the Payment and Settlement Systems Act, 2007 and the
Bankers’ Books Evidence Act, 1891, does not withstand judicial scrutiny. Subsequently, our Company filed an appeal
dated June 26, 2025, before the Karnataka HC challenging the Impugned Order. The matter is currently pending.
11. On account of complaints filed alleging fraudulent transactions conducted by third parties using the payment gateway
services on the PhonePe Platform, an order (“Order”) passed by Additional Chief Metropolitan Magistrate
(“ACMM”) marking a lien on our Company’s nodal/escrow accounts. Our Company has filed a criminal revision
application in the year 2024, before the City Civil & Sessions Court, Ahmedabad, Gujarat against the State of Gujarat
and others (“Application”) under section 438 of the BNSS seeking to challenge the Order. By way of the Application,
our Company has stated that the Order was passed by ACMM, without issuing our Company any prior notice or giving
any opportunity of been heard. Further, our Company stated that it, being an intermediary, under the IT Act, it is not
liable for the fraudulent actions of third parties carried out using the payment gateway services on the PhonePe
438Platform. The aggregate amount involved in the proceeding, that is, the amount sought to be unblocked is ₹2,000 and
the matter is currently pending.
12. On account of complaints filed alleging fraudulent transactions conducted by third parties using the payment gateway
services on the PhonePe Platform, an order (“Order”) passed by the Chief Judicial Magistrate (“CJM”) marking a
lien on our Company’s nodal/escrow accounts. Our Company has filed a criminal revision application in the year 2024,
before the Calcutta High Court against the State of West Bengal and others (“Application”) under section 442 read
with section 528 of the BNSS, seeking to challenge the Order. By way of the Application, our Company has stated
that the Order was passed by the CJM, without issuing our Company any prior notice or giving any opportunity of
been heard. Further, our Company stated that it, being an intermediary, under the IT Act, it is not liable for the
fraudulent actions of third parties carried out using the payment gateway services on the PhonePe Platform. The
aggregate amount involved in the proceeding, that is, the amount sought to be unblocked is ₹0.01 million and the
matter is currently pending.
13. On account of complaints filed alleging fraudulent transactions conducted by third parties using the payment gateway
services on the PhonePe Platform, an order (“Order”) passed by the Chief Judicial Magistrate (“CJM”) marking a
lien on our Company’s nodal/escrow accounts. Our Company has filed a criminal revision application in the year 2025,
before the Calcutta High Court against the State of West Bengal and others (“Application”) under section 528 of the
BNSS, seeking to challenge the Order. By way of the Application, our Company has stated that the Order was passed
by the CJM, without issuing our Company any prior notice or giving any opportunity of been heard. Further, our
Company stated that it, being an intermediary, under the IT Act, it is not liable for the fraudulent actions of third parties
carried out using the payment gateway services on the PhonePe Platform. The aggregate amount involved in the
proceeding, that is, the amount sought to be unblocked is ₹0.03 million and the matter is currently pending.
14. Our Company has filed a writ petition (“Petition”) under Article 226 of the Constitution and Section 528 of BNSS
before the High Court of Bihar at Patna, challenging the order passed by the Chief Judicial Magistrate, Purnea, on
September 5, 2024 in relation to the criminal writ application filed by Manoj Kumar against State of Bihar and others.
For details, see “- Litigation against our Company - Criminal litigation”.
15. On account of a complaint filed by a third party alleging fraudulent transactions, an order (“Impugned Order”) was
passed by the Chief Judicial Magistrate, Himatnagar (“CJM”), directing the conditional release of funds from our
Company’s nodal bank account. Our Company has filed a criminal revision application dated November 14, 2025,
before the Sessions Court at Himatnagar against the State of Gujarat and others (“Application”) under section 438 of
the BNSS seeking to challenge the Impugned Order. By way of the Application, our Company has stated that the
Impugned Order was passed without issuing our Company any prior notice or giving any opportunity of being heard.
Further, our Company has stated that it, being an intermediary under the IT Act, is not liable for the fraudulent actions
of third parties carried out using the payment gateway services on the PhonePe Platform. The aggregate amount
involved in the proceeding, that is, the amount directed to be released from the Company’s nodal account, is ₹0.07
million and the matter is currently pending.
16. Our Company filed a criminal writ petition (“Petition”) on October 7, 2025 under Article 226 of the Constitution of
India read with Section 528 of the BNSS, before the High Court of Delhi at New Delhi (“Delhi HC”) against the State
Government of National Capital Territory of Delhi and others, (“Respondents”). The Writ Petition has challenged
liens imposed by the law enforcement agency allegedly without providing documents / information in relation to First
Information Report basis which, liens to the extent of ₹0.06 million were created on our nodal accounts. The liens
came to our Company’s knowledge when it sought to close the bank account with ICICI Bank Limited. Since the liens
would have to be removed for the bank account to be closed, our Company has sought for the following directions
from Delhi HC: (i) for requisite information in relation to the liens to be provided by the Respondents; and (ii) permit
closure of the bank account with ICICI Bank Limited subject to a security provided by our Company for the lien
amount. The matter is currently pending.
17. Our Company filed a first information report (“FIR”) dated December 21, 2023, against Prajapati Trader and Vikrant
Bhopal (together, the “Accused”) before Bhuntar Police Station, Kullu related to a potential chargeback fraud
amounting to an aggregate value of ₹0.42 million. The FIR alleged commission of chargeback fraud (“Chargeback
Fraud”), invoking inter-alia section 420 of the IPC. The Chargeback Fraud pertains to the collusive conduct of the
Accused among themselves and with their customers, who used our Company’s payment gateway services to
effectuate multiple fictitious purchases of goods and services. Upon the credit of the amount involved in these fictitious
transactions into the bank accounts of the Accused, the customers in collusion with the Accused raised chargebacks
for all these fictitious purchases asserting that the goods and services were deficient or not delivered. After the
chargebacks were processed, the amount involved in chargebacks would be deducted from our Company’s
nodal/escrow account and credited to the customer’s bank account. Our Company was unable to recover the
chargeback amount from the Accused since immediately after the chargebacks getting processed, the Accused would
cease to do business with our Company, thereby preventing possible recovery by our Company from the future
439settlements of the Accused. The investigation is ongoing, and the matter is currently pending.
18. Our Company filed a first information report (“FIR”) dated November 16, 2023, against Kabir Elina Enterprises and
Sanjeev Kumar (together, the “Accused”) before Sadar Hoshiarpur Police Station, Hoshiarpur related to a potential
chargeback fraud amounting to an aggregate value of ₹2.02 million. The FIR alleged commission of chargeback fraud
(“Chargeback Fraud”), invoking inter-alia section 420 of the IPC and sections 66C and 66D of the IT Act. The
Chargeback Fraud pertains to the collusive conduct of the Accused among themselves and with their customers, who
used our Company’s payment gateway services to effectuate multiple fictitious purchases of goods and services. Upon
the credit of the amount involved in these fictitious transactions into the bank accounts of the Accused, the customers
in collusion with the Accused raised chargebacks for all these fictitious purchases asserting that the goods and services
were deficient or not delivered. After the chargebacks were processed, the amount involved in chargebacks would be
deducted from our Company’s nodal/escrow account and credited to the customer’s bank account. Our Company was
unable to recover the chargeback amount from the Accused since immediately after the chargebacks getting processed,
the Accused would cease to do business with our Company, thereby preventing possible recovery by our Company
from the future settlements of the Accused. The investigation is ongoing, and the matter is currently pending.
19. Our Company filed a first information report (“FIR”) dated August 30, 2023, against Shravan Ram and 12 other
merchants (collectively, the “Accused”) before Jodhpur police station related to a potential chargeback fraud
amounting to an aggregate value of ₹41.30 million. The FIR alleged commission of chargeback fraud (“Chargeback
Fraud”), invoking inter-alia sections 420, 406, and 120-B of the IPC and sections 66C and 66D of the IT Act. The
Chargeback Fraud pertains to the collusive conduct of the Accused among themselves and with their customers, who
used our Company’s payment gateway services to effectuate multiple fictitious purchases of goods and services. Upon
the credit of the amount involved in these fictitious transactions into the bank accounts of the Accused, the customers
in collusion with the Accused raised chargebacks for all these fictitious purchases asserting that the goods and services
were deficient or not delivered. After the chargebacks were processed, the amount involved in chargebacks would be
deducted from our Company’s nodal/escrow account and credited to the customer’s bank account. Our Company was
unable to recover the chargeback amount from the Accused since immediately after the chargebacks getting processed,
the Accused would cease to do business with our Company, thereby preventing possible recovery by our Company
from the future settlements of the Accused. The investigation is ongoing, and the matter is currently pending.
20. Our Company filed a first information report (“FIR”) dated June 19, 2024, against Asha Pashu Aahar and 67 other
merchants (collectively, the “Accused”) before Jodhpur Police Station related to a potential chargeback fraud
amounting to an aggregate value of ₹58.72 million. The FIR alleged commission of chargeback fraud (“Chargeback
Fraud”), invoking inter-alia sections 420, 406, and 120-B of the IPC and sections 66C and 66D of the IT Act. The
Chargeback Fraud pertains to the collusive conduct of the Accused among themselves and with their customers, who
used our Company’s payment gateway services to effectuate multiple fictitious purchases of goods and services. Upon
the credit of the amount involved in these fictitious transactions into the bank accounts of the Accused, the customers
in collusion with the Accused raised chargebacks for all these fictitious purchases asserting that the goods and services
were deficient or not delivered. After the chargebacks were processed, the amount involved in chargebacks would be
deducted from our Company’s nodal/escrow account and credited to the customer’s bank account. Our Company was
unable to recover the chargeback amount from the Accused since immediately after the chargebacks getting processed,
the Accused would cease to do business with our Company, thereby preventing possible recovery by our Company
from the future settlements of the Accused. The investigation is ongoing, and the matter is currently pending.
21. Our Company filed a first information report (“FIR”) dated June 27, 2024, against Manu Craft and 35 other merchants
(collectively, the “Accused”) before Jaipur police station related to a potential chargeback fraud amounting to an
aggregate value of ₹39.73 million. The FIR alleged commission of chargeback fraud (“Chargeback Fraud”),
invoking inter-alia sections 420, 406, 419 and 120-B of the IPC and sections 66C and 66D of the IT Act. The
Chargeback Fraud pertains to the collusive conduct of the Accused among themselves and with their customers, who
used our Company’s payment gateway services to effectuate multiple fictitious purchases of goods and services. Upon
the credit of the amount involved in these fictitious transactions into the bank accounts of the Accused, the customers
in collusion with the Accused raised chargebacks for all these fictitious purchases asserting that the goods and services
were deficient or not delivered. After the chargebacks were processed, the amount involved in chargebacks would be
deducted from our Company’s nodal/escrow account and credited to the customer’s bank account. Our Company was
unable to recover the chargeback amount from the Accused since immediately after the chargebacks getting processed,
the Accused would cease to do business with our Company, thereby preventing possible recovery by our Company
from the future settlements of the Accused. The investigation is ongoing, and the matter is currently pending.
22. Our Company filed a first information report (“FIR”) dated January 11, 2023, against Somanaika DB and Alankar
Gents Parlour (together, the “Accused”) before CEN Whitefield police station, Bengaluru related to a potential
chargeback fraud amounting to an aggregate value of ₹2.08 million. The FIR alleged commission of chargeback fraud
(“Chargeback Fraud”), invoking inter-alia sections 419 and 420 of the IPC and sections 66C and 66D of the IT Act.
The Chargeback Fraud pertains to the collusive conduct of the Accused among themselves and with their customers,
440who used our Company’s payment gateway services to effectuate multiple fictitious purchases of goods and services.
Upon the credit of the amount involved in these fictitious transactions into the bank accounts of the Accused, the
customers in collusion with the Accused raised chargebacks for all these fictitious purchases asserting that the goods
and services were deficient or not delivered. After the chargebacks were processed, the amount involved in
chargebacks would be deducted from our Company’s nodal/escrow account and credited to the customer’s bank
account. Our Company was unable to recover the chargeback amount from the Accused since immediately after the
chargebacks getting processed, the Accused would cease to do business with our Company, thereby preventing
possible recovery by our Company from the future settlements of the Accused. The investigation is ongoing, and the
matter is currently pending.
23. Our Company filed a first information report (“FIR”) dated January 11, 2023, against Manju Naik and MK Enterprises
(together, the “Accused”) before CEN Whitefield police station, Bengaluru related to a potential chargeback fraud
amounting to an aggregate value of ₹1.63 million. The FIR alleged commission of chargeback fraud (“Chargeback
Fraud”), invoking inter-alia sections 419 and 420 of the IPC and sections 66C and 66D of the IT Act. The Chargeback
Fraud pertains to the collusive conduct of the Accused among themselves and with their customers, who used our
Company’s payment gateway services to effectuate multiple fictitious purchases of goods and services. Upon the credit
of the amount involved in these fictitious transactions into the bank accounts of the Accused, the customers in collusion
with the Accused raised chargebacks for all these fictitious purchases asserting that the goods and services were
deficient or not delivered. After the chargebacks were processed, the amount involved in chargebacks would be
deducted from our Company’s nodal/escrow account and credited to the customer’s bank account. Our Company was
unable to recover the chargeback amount from the Accused since immediately after the chargebacks getting processed,
the Accused would cease to do business with our Company, thereby preventing possible recovery by our Company
from the future settlements of the Accused. The investigation is ongoing, and the matter is currently pending.
24. Our Company filed a first information report (“FIR”) dated January 11, 2023, against Kiran Kumar CV and Adithya
Fashion (together, the “Accused”) before CEN Whitefield police station, Bengaluru related to a potential chargeback
fraud amounting to an aggregate value of ₹1.71 million. The FIR alleged commission of chargeback fraud
(“Chargeback Fraud”), invoking inter-alia sections 419 and 420 of the IPC and sections 66C and 66D of the IT Act.
The Chargeback Fraud pertains to the collusive conduct of the Accused among themselves and with their customers,
who used our Company’s payment gateway services to effectuate multiple fictitious purchases of goods and services.
Upon the credit of the amount involved in these fictitious transactions into the bank accounts of the Accused, the
customers in collusion with the Accused raised chargebacks for all these fictitious purchases asserting that the goods
and services were deficient or not delivered. After the chargebacks were processed, the amount involved in
chargebacks would be deducted from our Company’s nodal/escrow account and credited to the customer’s bank
account. Our Company was unable to recover the chargeback amount from the Accused since immediately after the
chargebacks getting processed, the Accused would cease to do business with our Company, thereby preventing
possible recovery by our Company from the future settlements of the Accused. The investigation is ongoing, and the
matter is currently pending.
25. Our Company filed a first information report dated July 3, 2024 (“FIR”) under section 327 (1), 351 (2), 352 of BNSS
against Anurag Naik and three other merchants (“Accused”) at Chaturshringi Police Station, Pune. The FIR pertains
to an incident where the Accused, allegedly intoxicated, entered our Company’s Pune office, misbehaved with
employees of our Company, and damaged our Company property. The investigation is ongoing, and the matter is
currently pending.
26. Our Company has filed a first information report dated February 10, 2025 (“FIR”) at Whitefield Police Station,
Bengaluru, against unknown persons (“Accused”), for offences under sections 318(4) and 319(2) of the BNSS and
section 66C of the IT Act alleging that the Accused had committed recruitment fraud, including impersonation,
forgery, and unauthorized use of our Company’s trademarks. The FIR stated that the Accused has impersonated one
of our Company’s human resources team and deceived various individuals. The deceived individuals were falsely
assured and offered employment opportunities and were directed to a fraudulent website, promising confirmed
employment with our Company against a fee payment. The investigation is ongoing, and the matter is currently
pending.
27. Our Company has filed a first information report dated March 22, 2025 (“FIR”), under relevant sections of the BNSS,
against Chetan Prajapat (“Accused”) before the Chitrakoot Police Station, Jaipur. The Accused, who was a former
contracted employee of our Company, sent an email on March 21, 2025 (“E-mail”) threatening to commit suicide,
and hold our Company and its employees responsible for the same. The E-mail further detailed grievances purportedly
related to unpaid salary and alleged mistreatment by the Accused’s manager. The investigation is ongoing, and the
matter is currently pending.
441Material civil litigation
Except as disclosed below, as on the date of this Updated Draft Red Herring Prospectus - I, there are no outstanding material
civil litigations by our Company:
1. Our Company filed a plaint in the year 2022 (“Plaint”), before the High Court of Judicature at Madras (Commercial
Court) (“Madras HC”) against MobilePe E-Commerce Private Limited and other defendants (collectively, the
“Defendants”), under Order IV, Rule 1 of the O.S Rules, read with Order VII, Rule 1 of the Code of Civil Procedure,
1908 (“CPC”) and sections 27, 28, 29, 134 and 135 of the Trademarks Act, for trademark infringement and passing
off by the Defendants. In terms of the Plaint, our Company inter alia sought a permanent injunction restraining the
Defendants from infringing upon and passing off of our Company’s registered trademark “PhonePe” and other
associated trademarks of our Company (“Trademarks”), on the grounds of dishonest adoption of a mark structurally
and conceptually similar to “PhonePe”, for similar services, causing confusion and deception among consumers, and
riding on the company’s established goodwill and reputation. By way of the Plaint, our Company also sought a decree
for damages to the extent of ₹10.00 million to be paid by the Defendants. Subsequently, Our Company also filed an
interim application seeking ad-interim reliefs, restraining the Defendants from continuing to infringe upon the
Trademarks. Subsequently, the Madras HC passed an interim order dated October 19, 2022, finding a prima facie case
of deception by the Defendants and ordered the maintenance of interim status quo between the parties, and issued a
notice to the Defendants, ordering them to show cause why an adverse order should not be found against them. The
matter is currently pending.
2. Our Company filed a plaint in the year 2022(“Plaint”), before the High Court of Judicature at Madras (Commercial
Court) (“Madras HC”) against Digipe Fintech Private Limited and other defendants (collectively, “Defendants”),
under Order IV, Rule 1 of the O.S Rules read with Order VII, Rule 1 of the Code of Civil Procedure, 1908 (“CPC”)
and sections 27, 28, 29, 134 and 135 of the Trade Marks Act, 1999 for trademark infringement and passing off by the
Defendants. In the Plaint, our Company sought relief, inter alia, to restrain the Defendants from passing off and
infringing the registered trademark ‘PhonePe’ and other associated trademarks of our Company (“Trademarks”). Our
company also sought a decree for damages of ₹10.00 million to be paid by the Defendants. In response, the Defendants
filed a counter-affidavit and additional counter-affidavit, opposing the Plaint as well as our Company’s interlocutory
applications seeking ad-interim injunctions and removal of the commercial listing of the Digipe applications during
the pendency of the proceedings. The matter is currently pending.
3. Our Company filed a civil suit in the year 2023 (“Suit”), before the High Court of Judicature at Madras (“Madras
HC”) against BundlePe Innovations Private Limited (“BundlePe”) and its directors (collectively, “Defendants”),
under Order IV, Rule 1 of the O.S Rules read with Order VII, Rule 1 of the Code of Civil Procedure, 1908 (“CPC”)
and sections 27, 28, 29,134 and 135 of the Trademarks Act, for trademark infringement and passing off by the
Defendants. In the Suit, our Company alleged trademark infringement and passing off and infringement of other
associated trademarks of our Company (“Trademarks”), on the grounds that the Defendants' use of “BundlePe” and
“LatePe,” infringe upon our Company’s registered “PhonePe” mark and that such use by the Defendants created
confusion and misled consumers. Our Company sought various reliefs, including a permanent injunction, damages
amounting to ₹1.00 million, and a declaration that “PhonePe” is a well-known trademark. The defendants argued that
the suit was not maintainable due to jurisdictional issues and that the marks were not deceptively similar. The court
ruled that the marks “BundlePe” and “LatePe” were not deceptively similar to “PhonePe” and there was no likelihood
of consumer confusion (“Impugned Order”). The court dismissed the suit with no order as to costs. Subsequently,
our Company filed an appeal before the Madras HC dated July 14, 2025, challenging the Impugned Order. The matter
is currently pending.
4. Our Company filed a civil suit in the year 2024 (“Suit”) before the High Court of Delhi at New Delhi (“Delhi HC”)
against AGF Finlease (India) Limited (“AGFIL”) and others (collectively, “Defendants”) under section 2 (c)(vii) of
the Commercial Courts, Commercial Division and Commercial Appellate Division of High Courts Act, 2015. In the
Suit, our Company alleged trademark infringement, passing off, and unfair competition by the AGFIL’s use of
“PhonePey” and “PhonePey Loan” wordmarks, which infringe upon our Company's registered trademarks “PhonePe”
and other associated trademarks (“Trademarks”). Our Company sought various reliefs, including a permanent
injunction restraining the AGFIL from using the infringing marks, damages amounting to ₹20.00 million, rendition of
accounts, and a declaration that our “PhonePe” marks are well-known trademarks. The Delhi HC issued an ex parte
ad interim injunction dated December 24, 2024 (“Injunction”), restraining the AGFIL from using the infringing marks.
Subsequently, AGFIL filed a written statement dated February 3, 2025, denying our Company’s claims and arguing
that firstly, “PhonePe” is a generic term and further, that they had rebranded to “NextBigLoan”. Consequently, Our
Company filed an application for contempt (“Application”), alleging non-compliance of the Injunction. The
Defendants contested the Application in their reply denying the allegations and asserting compliance with Injunction.
This matter is currently pending.
5. Our Company filed a suit in the year 2024 (“Suit”), before the High Court of Delhi at New Delhi (“Delhi HC”) against
442M/s Jai Shree Balaji Foods (“Jai Shree”) and another (collectively, the “Defendants”) alleging trademark and
copyright infringement, passing off, and unfair trade practices under section 2 (c)(vii) of the Commercial Courts,
Commercial Division and Commercial Appellate Division of High Courts Act, 2015. By way of Suit, our Company
asserted that Defendants’ use of “PhonePe” on snack food products infringed its registered trademarks and copyrights,
diluted its brand, and was likely to confuse consumers. Consequently, our Company sought a permanent injunction,
damages amounting to ₹20.00 million, rendition of accounts, and other relief. Jai Shree by way of their written
statement dated February 21, 2025, opposed the Suit, arguing that their use of our Company’s trademarks was not
infringing, did not cause confusion, and did not dilute PhonePe’s brand. The Delhi HC vide its order dated February
28, 2025, asked the parties to complete pleadings and file documents. The matter is pending.
6. Our Company filed a suit in the year 2023 (“Suit”), before the Madras High Court (“Court”) against Pe Wallet
Services Limited and others (“Defendants”) under Order IV, Rule 1 of the O.S Rules read with Order VII, Rule 1 of
the Code of Civil Procedure, 1908 (“CPC”)and sections 27, 28, 29, 134 and 135 of the Trademarks Act, for trademark
infringement and passing off by the Defendants. By way of the Suit, our Company asserted that the Defendants’
adoption and use of the “PeWallet Marks” for services similar or identical to those of our Company, infringed our
Company’s registered trademarks. Additionally, the Defendants’ actions sought to unfairly capitalize on our
Company’s established goodwill and market presence. Consequently, our Company sought reliefs including
permanent injunctions against trademark infringement and passing off and claimed damages amounting to ₹1.00
million. The matter is currently pending.
Other material litigations
1. Our Company has filed an adjudication application (“Application”) dated July 14, 2025 before the RoC on July 16,
2025 under Section 454 of the Companies Act, 2013 for adjudication of penalties in relation to the non-conformance
with provisions of Section 62(1)(c) of the Companies Act, 2013, read with the rules made thereunder and Section 450
of the Companies Act, 2013, on allotments of equity shares at a price lower than the price determined in the valuation
reports during the Financial Year 2015 (from August 2014 to March 2015). For further details, please see, “Risk
Factors – Certain of our corporate filings with the RoC have discrepancies and instances of non-conformance with
the Companies Act, 2013 relating to share allotments. We cannot assure you that regulatory proceedings or actions
will not be initiated against us in the future, and we will not be subject to any penalty imposed by the competent
regulatory authority in this regard” on page 66.
Litigation involving our Subsidiaries
Litigations against our Subsidiaries
Criminal litigations
Except as disclosed below, as on the date of this Updated Draft Red Herring Prospectus - I, there are no outstanding criminal
litigations against our Subsidiaries.
1. Rajesh Kumar Paswan has filed a complaint (“Complaint”), with the National Commission for Scheduled Castes
(“NCSC”), against Zuno General Insurance Limited (“Zuno”), regarding an insurance claim following a road accident
involving a truck allegedly insured by an insurance policy availed from Zuno, through PhonePe Insurance Broking
Services Limited (“PIBS”), one of our Subsidiaries. The NCSC, after receiving the Complaint, conducted a hearing
on December 4, 2023 under Article 338 (5) of the Constitution of India. Subsequently, the chief executive officer was
summoned by the NCSC on December 18, 2023 and summons were received by PIBS on January 01, 2024
(“Summons”) for appearance on January 8, 2024, before NCSC. Post receipt of the Summon, PIBS requested the
NCSC for a copy of the complaint and postponement of the appearance post January 8, 2024, however despite the
request, due to non-appearance at a hearing on January 8, 2024, NCSC issued an order on the same day for the arrest
of the managing director and chief executive officer of Zuno and the chief executive officer of PIBS (“Order”).
Subsequently, PIBS filed a writ petition dated January 25, 2024 (“Writ Petition”) under Article 226 of the Constitution
of India, before the High Court of Delhi at New Delhi (“Delhi HC”), against NCSC and other respondents, challenging
the Order, seeking quashing of the Order, on the grounds that the Order was passed without considering PIBSs’ request
for postponement of the hearing and without giving PIBS an opportunity of being heard. Further, on January 30, 2024,
the Delhi HC stayed the Order and further proceedings in this matter. Zuno, upon receiving notice of the Writ Petition,
filed a separate writ petition (“Zuno Writ Petition”) before the Delhi HC dated February 21, 2024, challenging the
Order, on grounds that NCSC lacked jurisdiction in the matter. The NCSC filed a counter affidavit against the Writ
Petition, on July 11, 2024. The Writ Petition and Zuno Writ Petition are currently pending.
Material civil litigations
443As on the date of this Updated Draft Red Herring Prospectus - I, there are no material outstanding civil litigations by our
Subsidiaries.
Actions taken by regulatory or statutory authorities
Except as disclosed below, there are no pending actions by regulatory and statutory authorities against our Subsidiaries.
PhonePe Wealth Broking Private Limited (“PWBPL”)
Sr. Particulars Date of administrative warning/ Summary (including details of penalty levied and current
No. deficiency letter/ adjudication status)
orders/ settlement
1. Delay in submission of Penalty notice issued by NSE on PWBPL received a notice dated September 4, 2024 (“Notice”)
financial action task force September 4, 2024 in accordance from NSE in relation to delay in submission of financial action
(“FATF”) declaration with Exchange Circular No. task force (“FATF”) declaration and monetary penalty
NSE/INSP/53530 dated amounting to ₹0.01 million (“Penalty”) was levied on
September 02, 2022 PWBPL. However, no Penalty has been debited from
PWBPL’s account, hence, the matter is currently pending.
2. Offsite inspection Penalty notice issued by NSE on PWBPL received a notice dated September 24, 2024 from NSE
conducted during August September 24, 2024 in accordance in relation to failure to report the closure of bank accounts to
2024 with NSE Circular reference no. the NSE. Consequently, PWBPL submitted its reply dated
NSE/INSP/53530 dated October 2, 2024, (“Reply”) stated the reasons for delay and
September 2, 2022 requested NSE to waive off the indicative penalty.
Subsequently, NSE vide its letter dated February 18, 2025,
after considering the Reply and stating lack of evidence, levied
a penalty amounting to ₹0.01 million (“Penalty”) to PWBPL.
However, no Penalty has been debited from PWBPL’s
account, hence, the matter is currently pending.
3. Technical glitch Penalty notice issued by BSE on PWBPL received a notice dated April 15, 2025 (“Notice”),
April 15, 2025 in accordance with from BSE in relation to penalty amounting to ₹0.03 million
Exchange notice no. 20230704-27 (“Penalty”) on failure to inform BSE towards instance of
technical glitch. However, no Penalty has been debited from
PWBPL’s account, hence, the matter is currently pending.
Litigations by our Subsidiaries
Criminal litigations
Except as disclosed below, as on the date of this Updated Draft Red Herring Prospectus - I, there are no outstanding criminal
litigations instituted by our Subsidiaries.
1. PhonePe Insurance Broking Services Limited (“PIBS”), one of our Subsidiaries, filed a writ petition dated January 25,
2024, before the High Court of Delhi at New Delhi, against National Commission for Scheduled Castes and others.
For further details, see “- Litigations against our Subsidiaries - Criminal litigations” on page 443.
Material civil litigations
As on the date of this Updated Draft Red Herring Prospectus - I, there are no material outstanding civil litigations instituted by
our Subsidiaries.
Litigation involving our Promoters
Litigations against our Promoters
Criminal litigations
As on the date of this Updated Draft Red Herring Prospectus - I, there are no outstanding criminal litigation against our
Promoters.
Material civil litigations
As on the date of this Updated Draft Red Herring Prospectus - I, there are no material outstanding civil litigations against our
Promoters.
444Actions taken by regulatory or statutory authorities
As on the date of this Updated Draft Red Herring Prospectus - I, there are no pending actions by regulatory and statutory
authorities against our Promoters.
Disciplinary actions, including penalties imposed by SEBI or Stock Exchanges
There are no disciplinary actions including penalty imposed by SEBI or Stock Exchanges against our Promoters in the last five
financial years including outstanding actions.
Litigations by our Promoters
Criminal litigations
As on the date of this Updated Draft Red Herring Prospectus - I, there are no outstanding criminal litigation instituted by our
Promoters.
Material civil litigations
As on the date of this Updated Draft Red Herring Prospectus - I, there are no material outstanding civil litigations instituted by
our Promoters.
Litigation involving our Directors
Litigations against our Directors
Criminal litigations
As on the date of this Updated Draft Red Herring Prospectus - I, there are no outstanding criminal litigation against our
Directors.
Material civil litigations
As on the date of this Updated Draft Red Herring Prospectus - I, there are no material outstanding civil litigations against our
Directors.
Actions taken by regulatory or statutory authorities
As on the date of this Updated Draft Red Herring Prospectus - I, there are no pending actions by regulatory and statutory
authorities against our Directors.
Litigations by our Directors
Criminal litigations
As on the date of this Updated Draft Red Herring Prospectus - I, there are no outstanding criminal litigation instituted by our
Directors.
Material civil litigations
As on the date of this Updated Draft Red Herring Prospectus - I, there are no material outstanding civil litigations instituted by
our Directors.
Other pending proceedings
1. Rahul Chari, our Director and our Company (“Petitioners”) filed a writ petition (“Petition”) before the High Court of
Karnataka at Bengaluru (“Karnataka HC”) against State of Karnataka, Ms. Madhuri R. K. (“Respondent 2”), Yes
Bank Limited and HDFC Bank Limited under Article 226 and Article 227 of the Constitution of India. The Petition
challenges an order dated December 23, 2021 (“Impugned Order”) issued by Additional Chief Metropolitan
Magistrate, Bengaluru (“ACMM”) whereby, the ACMM directed the transfer of funds from the personal bank account
of Rahul Chari to Respondent 2’s bank account. The Impugned Order was passed pursuant to a cyber fraud complaint
wherein; the Respondent 2 was defrauded of ₹0.07 million after contacting a fake customer care number and transferring
funds to an unknown person named Amith Mishra as available in KYC records of Yes Bank (“Accused”). Following a
445complaint, the North CEN Police froze ₹0.07 million from Rahul Chari’s personal bank account with Yes Bank and
later, based on Respondent 2’s application, the ACMM ordered the unfreezing of Rahul Chari’s personal bank account
and transfer of the defrauded amount to Respondent 2’s account. The Petitioners contended that Rahul Chari’s personal
account should not have been debited. The Karnataka HC also considered our Company’s role as an intermediary and
the protections afforded to intermediaries under Section 79 of the IT Act, 2000 and therefore allowed the Petition by
quashing the Impugned Order and directing the refund of the debited amount to Rahul Chari's bank account. Rahul Chari
filed an application before ACMM for refund of the debited amount and the matter is currently pending.
Litigation involving our Key Managerial Personnel and Senior Management
Litigations against our Key Managerial Personnel and Senior Management
Criminal litigations
As on the date of this Updated Draft Red Herring Prospectus - I, there are no outstanding criminal litigation against our Key
Managerial Personnel and Senior Management.
Actions taken by regulatory or statutory authorities
As on the date on this Updated Draft Red Herring Prospectus - I, there are no pending actions by regulatory and statutory
authorities against our Key Managerial Personnel and Senior Management.
Litigations by our Key Managerial Personnel and Senior Management
Criminal Litigations
As on the date of this Updated Draft Red Herring Prospectus - I, there are no outstanding criminal litigation instituted by our
Key Managerial Personnel and Senior Management.
Other pending proceedings
1. In relation to an ongoing investigation being conducted by the Assistant Director, Directorate of Enforcement, Government
of India, Mumbai (“ED”) against Dinero Payment Services Private Limited under the PMLA (“Dinero”, and such
investigation, the “Dinero ED Investigation”), a summons dated June 21, 2024 (“Summons”) was issued to Rahul Chari,
the Whole-time Director of our Company, under sub-sections 2 and 3 of Section 50 of PMLA, on behalf of our Company,
in its capacity as a third party information provider. Dinero is a third-party merchant using the payment gateway services
on the PhonePe Platform. Pursuant to the Summons, ED sought information and documents, including nodal/escrow
account transfers and correspondences with regards to various transactions undertaken by Dinero via the PhonePe Platform.
Our Company submitted its reply to the ED, dated June 25, 2024 (“Reply”), along with all the requisite documents and
clarified its role as a payment intermediary and was not involved in any of Dinero’s business dealings. Our Company
further clarified in its Reply that the status of our Company in the matter is to assist the ED in the Dinero ED Investigation
and sharing of transaction data. The matter is currently pending.
2. In relation to an ongoing investigation being conducted by Cyber Crime Unit, Special Cell, New Delhi (“IFSO”), Cyber
Crime, Gurugram (“Cyber Gurugram”) and Directorate of Enforcement, Government of India (“ED”) against Sutrulla
Express Private Limited (OPC) (“Sutrulla”), notices dated September 26, 2024 and June 10, 2025 were issued by IFSO
and Cyber Gurugram, respectively, seeking documents and information to assist them in their investigation. Our Company
submitted its reply dated October 4, 2024 and June 11, 2025, to IFSO and Cyber Gurugram, respectively. Subsequently,
summons dated March 17, 2025, April 11, 2025 and April 23, 2025, respectively (“Summons”) were issued to our
Company under sub-sections 2 and 3 of Section 50 of the PMLA, by the Assistant Director, Directorate of Enforcement,
Government of India, Delhi (“ED”) in connection with an ongoing investigation regarding Sutrulla’s alleged fraudulent e-
commerce business and money laundering activities using the PhonePe Payment Gateway services. Sutrulla is a third-party
merchant using the payment gateway services on the PhonePe Platform. The ED sought information and documents related
to Sutrulla’s account, transactions, KYC details, and any suspicious activity reports. Subsequently, our Company submitted
replies to the ED, dated March 21, 2025, April 15, 2025, May 7, 2025, May 17, 2025, July 11, 2025 and July 21, 2025
(“Replies”), respectively and recorded statements on April 28, 2025 and May 2, 2025. The Replies clarified our Company’s
role as a payment intermediary, its compliance with regulatory guidelines, the due diligence conducted on Sutrulla, and the
actions taken upon observing suspicious transactions, including filing suspicious transaction reports with the Financial
Intelligence Unit. Our Company further clarified in its Replies that our Company’s status in the matter is only as mobile
payment service provider and agreed to participate and assist in the investigation by ED against Sutrulla. The matter is
currently pending.
3. In relation to an ongoing investigation being conducted by the Assistant Director, Directorate of Enforcement, Government
446of India, Bengaluru (“ED”) against Winzo Games Private Limited under the PMLA (“Winzo”, and such investigation, the
“Winzo ED Investigation”), letters dated December 1, 2025 and communications dated December 28, 2025 and December
29, 2025 (“Communications”) were issued to our Company, under Section 54 (f) of PMLA. Winzo was a third-party
merchant using the payment gateway services on the PhonePe Platform. Pursuant to the Communications, ED sought
information and documents, including, details of payin and payout transactions/ settlements made with Winzo and Tictok
Skill Games Private Limited, via the PhonePe Platform. Our Company submitted its replies to the ED, dated December 15,
2025, December 30, 2025 and January 6, 2026 (“Replies”), along with all the requisite documents and clarified its role as
a payment intermediary and was not involved in any of Winzo’s business dealings. Our Company further clarified in its
Reply that the status of our Company in the matter is to assist the ED in the Winzo ED Investigation and sharing of
transaction data. The matter is currently pending.
Claims related to direct and indirect taxes
Except as disclosed below, there are no claims related to direct and indirect taxes, involving the Relevant Parties:
Nature of case Number of cases(2) Amount involved (in ₹ million)(1)
Company
Direct tax 6 23.85
Indirect tax 10 24.95
Subsidiaries
Direct tax 1 1.90
Indirect tax 2 4.37
Directors
Direct tax 3 515.07(3)
Indirect tax Nil Nil
Promoters
Direct tax Nil Nil
Indirect tax Nil Nil
(1) To the extent ascertainable and quantifiable.
(2) The above table does not include 15 refund proceedings and three rectification proceedings filed by our Company and certain Subsidiaries. There is no
tax demand liability against our Company and Subsidiaries in these proceeding but only a refund that needs to be paid by the tax authorities to our
Company and Subsidiaries.
(3) The amount pertains to a tax refund in relation to one of our Directors, where an appeal is pending before the Commissioner of Income-tax (Appeals).
Outstanding dues to creditors
In terms of the Materiality Policy, creditors of our Company to whom an amount exceeding 5% of our total trade payables as
of September 30, 2025, based on the Restated Consolidated Financial Information of our Company was outstanding, were
considered ‘material’ creditors. Our total trade payables as of September 30, 2025, was ₹7,872.65 million and accordingly,
creditors to whom outstanding dues as of September 30, 2025, exceed ₹393.63 million have been considered as material
creditors for the purposes of disclosure in this Updated Draft Red Herring Prospectus - I. As of September 30, 2025, there are
no material creditors of our Company.
Further, details of outstanding dues towards our material creditors have been uploaded on the website of our Company at
ir.phonepe.com/ipo-kit/material-creditors.
Based on the Materiality Policy, details of outstanding dues owed as of September 30, 2025, by our Company, on a consolidated
basis are set out below:
Type of creditors Number of creditors# Amount outstanding (in ₹ million)
Dues to MSMEs* 155 172.36*
Dues to material creditor(s) - -
Dues to other creditors 109,598*** 7,700.29**
Total 109,753 7,872.65
*As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended.
#As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated January 21, 2026.
* Includes ₹6.60 million of interest on dues to MSME creditors
** Includes unbilled trade payables to the tune of ₹6,075.80 million
***Number of cases in respect of dues to creditors does not include count in respect of unbilled trade payables.
Material Developments
Except as disclosed in, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant
Developments After September 30, 2025” on page 421, there have not arisen, since the date of the last financial information
disclosed in this Updated Draft Red Herring Prospectus - I, any circumstances which materially and adversely affect, or are
447likely to affect, our operations, our profitability taken as a whole or the value of our consolidated assets or our ability to pay
our liabilities within the next 12 months.
448GOVERNMENT AND OTHER APPROVALS
Our business requires various approvals, licenses, registrations and permits issued by relevant governmental and regulatory
authorities under applicable rules and regulations. We have set out below an indicative list of all material approvals, licenses,
registrations and permits obtained by our Company for the purposes of undertaking its respective businesses and operations.
Further, material approvals relating to certain of our Subsidiaries, namely PSSPL, PWBPL and PIBSPL (“Specified
Subsidiaries”), have also been included (collectively, the “Material Approvals”). Except as mentioned below, no further
Material Approvals are required to undertake the Offer or to carry on the present business and operations of our Company
and our Specified Subsidiaries. Unless otherwise stated herein and in the section “Risk Factors” on page 39, these Material
Approvals are valid as on the date of this Updated Draft Red Herring Prospectus - I, and in case of Material Approvals which
have expired or lapsed, in the ordinary course of business, our Company and Specified Subsidiaries, respectively, have either
made an application for renewal or are in the process of making an application for renewal.
The Material Approvals disclosed in this section may, from time to time, be required to be applied for renewal or amendment
to relevant authorities, on account of changes in the name of our Company or changes in the location of the premises of our
Company and Specified Subsidiaries. For further details in connection with the regulatory and legal framework within which
we operate, see “Key Regulations and Policies” on page 235. For details of risk associated with not obtaining or delay in
obtaining the requisite approvals, see “Risk Factors - Our operations are subject to regulation and licensing requirements and
oversight from various regulatory bodies. Our inability to obtain, renew or maintain the statutory permits, approvals,
registrations and licenses may adversely affect our operations.” on page 55.
I. Material approvals obtained in relation to the Offer
For the approvals and authorisations obtained by our Company in relation to the Offer, see “Other Regulatory and
Statutory Disclosures – Authority for the Offer” on page 454.
II. Material approvals obtained in relation to our business and operations
A. Incorporation details
(i) Incorporation details of our Company
a. Certificate of incorporation dated December 18, 2012, issued by the Registrar of Companies, Punjab
and Chandigarh at Chandigarh to our Company, in its former name, being ‘FX Mart Private
Limited’.
b. Certificate of registration dated August 1, 2016, issued to our Company issued by the Registrar of
Companies, Delhi at New Delhi, consequent upon change in our registered office from the state of
Punjab to the state of Delhi.
c. Fresh certificate of incorporation dated November 18, 2016, issued by the Registrar of Companies,
Delhi at New Delhi, to our Company consequent upon change of name of our Company from ‘FX
Mart Private Limited’ to ‘PhonePe Private Limited’.
d. Certificate of registration dated February 13, 2020 issued by the Registrar of Companies,
Maharashtra at Mumbai to our Company consequent upon change in our registered office from the
state of Delhi to the state of Maharashtra.
e. Certificate of registration dated July 14, 2023, issued by the Registrar of Companies, Karnataka at
Bengaluru to our Company consequent upon change in our registered office from the state of
Maharashtra to the state of Karnataka.
f. Fresh certificate of incorporation dated May 1, 2025 issued by the RoC, CPC, MCA at Haryana to
our Company consequent upon conversion of our Company from a private company to a public
company pursuant to which our name was changed from ‘PhonePe Private Limited’ to ‘PhonePe
Limited’.
(ii) Incorporation details of PIBSPL
a. Certificate of incorporation dated February 19, 2020, issued by the RoC, CRC.
449(iii) Incorporation details of PWBPL
a. Certificate of incorporation dated April 27, 2021, issued by the RoC, CRC.
(iv) Incorporation details of PSSPL
a. Certificate of incorporation dated May 3, 2021, issued by the RoC, CRC to PSSPL, its former name,
being ‘PhonePe Payment Technology Services Private Limited’.
b. Fresh certificate of incorporation dated October 18, 2022, issued by the RoC to PSSPL, consequent
upon the change of the name of PSSPL from ‘PhonePe Payment Technology Services Private
Limited’ to ‘PhonePe Shopping Solutions Private Limited’.
c. Fresh certificate of incorporation dated July 17, 2023, issued by the RoC to PSSPL, consequent upon
the change of the name of PSSPL from ‘PhonePe Shopping Solutions Private Limited’ to ‘Pincode
Shopping Solutions Private Limited’.
B. Regulatory approvals
(i) Regulatory approvals obtained by our Company
a. Certificate of authorisation number 237/2025, dated August 25, 2025, valid till August 31, 2026, issued by
the RBI, for issuance and operation of prepaid payment instruments (“PPI(s)”), as per the RBI circular on
‘Perpetual Validity for Certificate of Authorisation issued to Payment System Operator’ (“Circular”) dated
December 4, 2020 under the Payment and Settlement Systems Act, 2007 (“PSS Act”) and subject to renewal
on an annual basis until grant of perpetual validity under the Circular issued to Payment System Operators .
The original certificate of authorization number 75/2014 issued by the RBI was dated August 25, 2014.
b. Certificate of authorisation number 245/2025 issued by the RBI, dated November 6, 2025, to operate as a
‘payment aggregator (online and physical)’. The original certificate of authorization 241/2025 issued by the
RBI was dated September 19, 2025 to operate as an ‘online payment aggregator’.
c. One-time approval for co-branding of PPIs dated March 26, 2025 issued by the RBI as per the RBI Master
Direction on PPIs dated August 27, 2021, as amended.
d. Certificate of authorization number 238/2025, dated August 25, 2025, issued by the RBI, for operating as a
‘Bharat Bill Payment Operating Unit’ under the Master Direction - Reserve Bank of India (Bharat Bill
Payment System) in India under section 7 of the PSS Act. The original certificate of authorization number
148/2022 issued by the RBI was dated March 3, 2022.
e. Approval vide letter dated June 10, 2022 issued by the Unique Identification Authority of India,
Authentication Division (“UIDAI”), to be appointed as a local authentication user agency (“AUA”)/e-KYC
user agency (“KUA”) as per the Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and
Services) Act, 2016, as amended (“Aadhaar Act, 2016”) and the Aadhaar (Authentication and Offline
Verification) Regulations, 2021, as amended. Our Company has been notified as a reporting entity under
Section 11A of the PMLA pursuant to the Ministry of Finance’s gazette notification dated September 22,
2021 thereby permitting our Company to carry out Aadhaar-based authentication.
f. UIDAI approval vide letter dated June 30, 2023, for the usage of the face authentication modality for the
purpose of biometric Aadhaar authentication under Aadhaar Act, 2016.
g. Approval vide RBI letter dated March 26, 2025 for entering into co-branded credit card arrangements with
card issuers, issued by the RBI, as per Master Direction on Credit Card and Debit Card Issuance and Conduct
Directions dated April 21, 2022, as amended.
h. RBI approval vide letter dated January 17, 2025, for participation in the centralised payment systems i.e.,
RTGS and NEFT.
i. Registration certificate bearing registration number KTK/M/100476/0625 dated June 24, 2025, issued by the
Department of Telecommunications under the Ministry of Communication, Government of India to act as a
machine-to-machine service provider. The original registration certificate was dated December 12, 2022.
450(ii) Regulatory approvals obtained by our Subsidiary, PIBSPL
a. Certificate of registration number 766, dated August 8, 2024, obtained from the IRDAI, to act as a
direct (life and general) broker (“IRDAI Registration”), valid till August 10, 2027. The original
IRDAI Registration was dated August 11, 2021 and was valid until August 10, 2024.
b. IRDAI permission dated September 8, 2023, for undertaking insurance e-commerce activities in
India through the Insurance Self Networking Platform (“ISNP”), valid till the expiry of the IRDAI
Registration.
(iii) Regulatory approvals obtained by our Subsidiary, PWBPL
a. Certificate of registration as a stock-broker, dated October 8, 2021, bearing registration number
INZ000302639 issued by SEBI, as per Securities and Exchange Board of India (Stock Brokers)
Regulations 1992, as amended, for carrying on activities of buying, selling or dealing in securities
or as such activities permitted by stock exchange(s).
b. BSE membership valid from the year 2022 bearing membership number 6756 issued by BSE to act
as a trading member of BSE in the equity and equity derivatives segments in accordance with the
rules, bye-laws and regulations of BSE.
c. NSE membership valid from the year 2021 bearing membership number 90226 issued by NSE to
act as a trading member of NSE in the equity and equity derivatives segments in accordance with
the rules, bye-laws and regulations of NSE.
d. Certificate of registration to act as a depository participant dated June 24, 2022, bearing registration
number IN-DP-696-2022 issued by SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 2018, as amended.
e. Certificate of registration to act as a research analyst dated November 28, 2024, bearing registration
number INH000013387 issued by SEBI and BSE RA Enlistment Number:5887 issued by BSE to
act as a ‘research analyst’ under the Securities and Exchange Board of India (Research Analysts)
Regulations, 2014, as amended.
f. Registration with Association of Mutual Fund in India (“AMFI”) dated August 20, 2024, bearing
registration number ARN-187821 issued by AMFI valid till October 12, 2027.
g. Approval to act as a sub-authentication user agency and sub-eKYC user agency by SEBI in
consultation with UIDAI vide gazette notification dated July 13, 2022.
C. Labour and commercial related approvals obtained by our Company and Specified Subsidiaries:
a. Registration certificates under relevant shops and establishment laws (“S&E Registration(s)”) of the
respective states in which the offices of our Company and Specified Subsidiaries are located.
b. Registration certificates issued under Contract Labour (Regulation and Abolition) Act, 1970, as amended
(“CLRA Registrations”), by the relevant state authorities in which the offices of our Company and Specified
Subsidiaries are located.
c. Registrations obtained under relevant labour welfare fund legislations of the respective states in which the
offices of our Company and Specified Subsidiaries are located.
d. Our Company has obtained registration with the Employees’ Provident Fund Organization (“EPFO”) under
the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (“EPF Act”), as amended, via letter
dated February 17, 2015, bearing registration code PBCHD1040686 issued by the EPFO.
e. PIBSPL has obtained registration with the EPFO under EPF Act as amended via letter dated March 17, 2021.
f. PWBPL has obtained registration with the EPFO under EPF Act as amended via letter dated April 27, 2021.
g. PSSPL has obtained registration with the EPFO under EPF Act as amended via letter dated May 3, 2021.
451h. Our Company has obtained registration under Employees’ State Insurance Corporation (“ESIC”) via letter
dated January 28, 2015, under Employees’ State Insurance Act, 1948, (“ESIC Act”) as amended.
i. PIBSPL has obtained registration under ESIC via letter dated June 4, 2024, under ESIC Act as amended.
j. PWBPL has obtained registration under ESIC via letter dated April 27, 2021, under ESIC Act as amended.
k. PSSPL has obtained registration under ESIC via letter dated May 3, 2021, under ESIC Act as amended.
l. Trade licenses obtained from the municipal authorities in the various states in which the offices of our
Company and Specified Subsidiaries are located, to the extent applicable.
D. Tax related approvals
(i) Tax related approvals obtained by our Company
a. The permanent account number of our Company is AACCF1132H.
b. The tax deduction and collection account number of our Company is BLRP18920G.
c. GST registrations for payment under various central and state goods and services tax legislations
obtained by our Company.
d. Professional tax registrations under the applicable state specific laws obtained by our Company.
(ii) Tax related approvals obtained by PIBSPL
a. The permanent account number of PIBSPL is AALCP0641E.
b. The tax deduction and collection account number of PIBSPL is BLRP24766A.
c. GST registrations for payment under various central and state goods and services tax legislations
obtained by PIBSPL.
d. Professional tax registrations under the applicable state specific laws obtained by PIBSPL.
(iii) Tax related approvals obtained by PWBPL
a. The permanent account number of PWBPL is AALCP9647E.
b. The tax deduction number and collection account of PWBPL is BLRP26805C.
c. GST registrations for payment under various central and state goods and services tax legislations
obtained by PWBPL.
d. Professional tax registrations under the applicable state specific laws obtained by PWBPL.
(iv) Tax related approvals obtained by PSSPL
a. The permanent account number of PSSPL is AALCP9757F.
b. The tax deduction number and collection account of PSSPL is BLRP26834D.
c. GST registrations for payment under various central and state goods and services tax legislations
obtained by PSSPL.
d. Professional tax registrations under the applicable state specific laws obtained by PSSPL.
452III. Material approvals pending in relation to our Company and its Specified Subsidiaries for which applications
have been made or are yet to be made
As on the date of this Updated Draft Red Herring Prospectus - I, our Company and Specified Subsidiaries hold all
Material Approvals as required, except the following for which the applications for obtaining the approval or its
renewal are currently pending before the relevant authorities or are yet to be made:
A. Material approvals or renewals for which applications are currently pending before relevant authorities
Nil
B. Material Approvals expired and renewal yet to be applied for
Nil
C. Material Approvals required but not obtained or applied for
Nil
D. Other material applications and intimations
Applicant Description Authority Date
entity
PSSPL Application for surrender of FSSAI license Food Safety and Standards December 8, 2025
Authority of India
IV. Intellectual property related approvals
For information about the intellectual property related approvals, please see “Our Business – Intellectual Property” on
page 229.
V. Our Company’s International Securities Identification Number (“ISIN”) is INE0KM101027.
453OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
Our Board has approved the Offer pursuant to the resolution passed at its meeting held on September 23, 2025. Further, our
Board has taken on record the consent by each of the Selling Shareholders to, severally and not jointly, participate in the Offer
for Sale, pursuant to its resolution dated September 23, 2025 and January 14, 2026, as applicable. The Pre-filed Draft Red
Herring Prospectus was approved by the resolution passed by our Board on September 23, 2025. This Updated Draft Red
Herring Prospectus - I has been approved by the resolution passed by our Board on January 21, 2026.
Authorisation by the Selling Shareholders
Each of the Selling Shareholders have, severally and not jointly, authorised and confirmed inclusion of their portion of the
Offered Shares as part of the Offer for Sale, as set out below:
Sr. Name of the Selling Shareholder Number of Offered Shares of Date of consent Date of corporate action /
No. face value of ₹1 each letter board resolution /
authorisation letter
Promoter Selling Shareholder
1. WM Digital Commerce Holdings Pte. Ltd. Up to 45,942,496 Equity Shares September 23, 2025 August 26, 2025
Investor Selling Shareholders
2. T iger Global PIP 9-1 Ltd. Up to 1,039,160 Equity Shares January 13, 2026 July 3, 2025
3. M icrosoft Global Finance Unlimited Up to 3,678,790 Equity Shares September 23, 2025 August 27, 2025
Company
The Offered Shares are eligible to be offered for sale in the Offer in accordance with Regulations 8 and 8A of the SEBI ICDR
Regulations, as on the date of this Updated Draft Red Herring Prospectus - I.
In-principle listing approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to their
letters each dated December 1, 2025.
Prohibition by SEBI, RBI or other Governmental Authorities
Our Company, Promoters, members of the Promoter Group, Directors and each of the Selling Shareholders, are not prohibited
from accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction passed
by SEBI or any securities market regulator in any other jurisdiction or any other authority/court.
None of the companies with which our Promoters and Directors are associated with as promoters, directors or persons in control
have been debarred from accessing capital markets under any order or direction passed by SEBI or any other authorities.
Except for Zarin Bomi Daruwala who is associated with PL Capital Markets Private Limited; Manish Sabharwal, who is
associated with Gaja Alternative Asset Management Limited; and Rohit Bhagat who is associated with Franklin Templeton
ETF Trusts, none of our Directors are associated with securities market related business, in any manner.
Further, there have been no outstanding actions initiated by SEBI against our Directors in the five years preceding the date of
this Updated Draft Red Herring Prospectus - I.
Our Company, Promoters and Directors have not been declared as Wilful Defaulters or Fraudulent Borrowers, to the extent
applicable by any bank or financial institution or consortium thereof in accordance with the SEBI ICDR Regulations.
Our Directors have not been declared as a Fugitive Economic Offender under Section 12 of Fugitive Economic Offender Act,
2018. Further, since our Promoters are not individuals, they do not satisfy the definition of ‘fugitive economic offender’ as
provided under the SEBI ICDR Regulations.
Confirmation under Companies (Significant Beneficial Owners) Rules, 2018, as amended
Our Company, Promoters, members of the Promoter Group, and each of the Selling Shareholders, severally and not jointly,
confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as amended, to the extent
applicable to each of them, as on the date of this Updated Draft Red Herring Prospectus - I.
454Eligibility for the Offer
Our Company is eligible for the Offer in accordance with Regulation 6(2) of the SEBI ICDR Regulations, which states as
follows:
“An issuer not satisfying the condition stipulated in sub-regulation (1) of the SEBI ICDR Regulations shall be eligible to make
an initial public offer only if the issue is made through the book-building process and the issuer undertakes to allot at least
seventy-five per cent of the net offer to qualified institutional buyers and to refund the full subscription money if it fails to do
so.”
We are an unlisted company that does not satisfy the conditions specified in Regulation 6(1)(b) of the SEBI ICDR Regulations
of not having an average operating profit of at least ₹150.00 million, calculated on a restated and consolidated basis, during the
preceding three financial years with operating profit earned in each of these preceding three years and are therefore required to
meet the conditions detailed in Regulation 6(2) of the SEBI ICDR Regulations.
We are therefore required to allot not less than 75% of the Offer to QIBs to meet the conditions as detailed under Regulation
6(2) of the SEBI ICDR Regulations. Provided that in accordance with Regulation 40(3) of the SEBI ICDR Regulations, the
QIB Portion will not be underwritten by the Underwriters, pursuant to the Underwriting Agreement. Further, not more than
15% of the Offer shall be available for allocation to NIBs of which one-third of the Non-Institutional Category shall be available
for allocation to Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million and two-thirds of the Non-
Institutional Category shall be available for allocation to Bidders with an application size of more than ₹1.00 million provided
that under-subscription in either of these two sub-categories of the Non-Institutional Category may be allocated to Bidders in
the other sub-category of Non-Institutional Category in accordance with the SEBI ICDR Regulations, subject to valid Bids
being received at or above the Offer Price. Further, not more than 10% of the Offer shall be available for allocation to RIBs in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. In the event we
fail to do so, the full application monies shall be refunded to the Bidders, in accordance with the SEBI ICDR Regulations.
Our Company shall not make an Allotment if the number of prospective Allottees is less than 1,000 in accordance with
Regulation 49(1) of the SEBI ICDR Regulations and other applicable law. Further, our Company confirms that it is not
ineligible to make the Offer in terms of Regulation 5 and Regulation 59E of the SEBI ICDR Regulations, to the extent
applicable. Our Company is in compliance with the conditions specified in Regulations 5 and 7(1), to the extent applicable, of
the SEBI ICDR Regulations and will ensure compliance with the conditions specified in Regulation 7(2) of the SEBI ICDR
Regulations, to the extent applicable.
The status of compliance of our Company with the conditions as specified under Regulations 5 and 7(1) of the SEBI ICDR
Regulations are as follows:
(i) Our Company, Promoters, members of the Promoter Group, Directors and each of the Selling Shareholders, severally
and jointly, confirm that they are not debarred from accessing the capital markets by SEBI;
(ii) The companies with which our Promoters or Directors are associated as a promoter or director are not debarred from
accessing the capital markets by SEBI;
(iii) None of our Company, our Promoters or Directors are a Wilful Defaulter or Fraudulent Borrower;
(iv) Our Directors have not been declared as a Fugitive Economic Offender under Section 12 of Fugitive Economic
Offender Act, 2018. Further, since our Promoters are not individuals, they do not satisfy the definition of ‘fugitive
economic offender’ as provided under the SEBI ICDR Regulations;
(v) Except employee stock options granted pursuant to the PSOP and PFSOP 2025, there are no outstanding convertible
securities of our Company or any other rights to convert debentures, loans or other instruments into, or which would
entitle any person with any option to receive Equity Shares of our Company as on the date of filing of this Updated
Draft Red Herring Prospectus - I;
(vi) Our Company along with Registrar to the Offer has entered into tripartite agreements dated February 4, 2022 and May
13, 2025, with NSDL and CDSL, respectively, for dematerialisation of the Equity Shares;
(vii) The Equity Shares of our Company held by one of our Promoters, WM Digital Commerce Holdings Pte. Ltd., are in
dematerialized form. Further, Wal-Mart International Holdings, Inc. does not hold any Equity Shares in our Company
as on the date of this Updated Draft Red Herring Prospectus - I;
455(viii) All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this
Updated Draft Red Herring Prospectus - I; and
(ix) There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR
Regulations through verifiable means towards 75% of the stated means of finance.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS UPDATED DRAFT RED HERRING
PROSPECTUS - I TO SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) SHOULD NOT, IN ANY WAY,
BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES
NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS UPDATED DRAFT RED HERRING PROSPECTUS
- I AND EACH SELLING SHAREHOLDERS SEVERALLY AND NOT JOINTLY, WILL BE RESPONSIBLE ONLY
FOR THE STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY IT IN THIS UPDATED DRAFT
RED HERRING PROSPECTUS - I IN RELATION TO ITSELF AND ITS RESPECTIVE PORTION OF THE
OFFERED SHARES. THE BOOK RUNNING LEAD MANAGERS, BEING KOTAK MAHINDRA CAPITAL
COMPANY LIMITED, J.P. MORGAN INDIA PRIVATE LIMITED, CITIGROUP GLOBAL MARKETS INDIA
PRIVATE LIMITED, MORGAN STANLEY INDIA COMPANY PRIVATE LIMITED, AXIS CAPITAL LIMITED,
GOLDMAN SACHS (INDIA) SECURITIES PRIVATE LIMITED, JEFFERIES INDIA PRIVATE LIMITED AND
JM FINANCIAL LIMITED (“BRLMS”), HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS
UPDATED DRAFT RED HERRING PROSPECTUS - I ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH THE SEBI ICDR REGULATIONS. THIS REQUIREMENT IS TO FACILITATE BIDDERS
TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS UPDATED DRAFT RED HERRING PROSPECTUS - I AND EACH OF THE SELLING
SHAREHOLDERS SEVERALLY AND NOT JOINTLY, WILL BE RESPONSIBLE ONLY FOR THE
STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY IT IN THIS UPDATED DRAFT RED
HERRING PROSPECTUS - I IN RELATION TO ITSELF AND ITS RESPECTIVE PORTION OF THE OFFERED
SHARES, THE BRLMS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY
DISCHARGES ITS RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE,
THE BRLMS HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 23, 2025
IN THE FORMAT PRESCRIBED UNDER SCHEDULE V (FORM AA) OF THE SEBI ICDR REGULATIONS.
THE FILING OF THIS UPDATED DRAFT RED HERRING PROSPECTUS - I DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED
FOR THE PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT
OF TIME, WITH THE BRLMS, ANY IRREGULARITIES OR LAPSES IN THIS UPDATED DRAFT RED
HERRING PROSPECTUS - I.
All legal requirements pertaining to the Offer will be complied with at the time of filing of the Red Herring Prospectus with the
Registrar of Companies in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining to the Offer will
be complied with at the time of filing of the Prospectus with the Registrar of Companies in terms of sections 26, 32, 33(1) and
33(2) of the Companies Act, 2013.
Disclaimer from our Company, the Directors and BRLMs
Our Company, the Directors and the BRLMs accept no responsibility for statements made otherwise than in this Updated Draft
Red Herring Prospectus - I or in the advertisements or any other material issued by or at our instance and anyone placing
reliance on any other source of information, including our Company’s website www.phonepe.com, or the respective websites
(as applicable) of our Promoters, Promoter Group, any affiliate of our Company or the BRLMs would be doing so at their own
risk.
All information, to the extent required in relation to the Offer, shall be made available by our Company and the BRLMs to the
Bidders and the public at large and no selective or additional information would be made available for a section of the Bidders
in any manner whatsoever, including at road show presentations, in research or sales reports, at the Bidding Centres or
elsewhere.
456Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters and their
respective directors, officers, agents, affiliates, trustees and representatives that they are eligible under all applicable laws, rules,
regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge or transfer the Equity Shares
to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity
Shares.
The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in transactions
with, and perform services for, our Company, the Selling Shareholders, and their respective directors and officers, partners,
trustees, affiliates, associates or third parties in the ordinary course of business and have engaged, or may in the future engage,
in commercial banking and investment banking transactions with our Company, each of the Selling Shareholder, for which they
have received, and may in the future receive, compensation. As used herein, the term ‘affiliate’ means any person or entity that
controls or is controlled by or is under common control with another person or entity.
Disclaimer from the Selling Shareholders
It is clarified that each of the Selling Shareholder, their respective directors, affiliates, partners, associates, agents and officers,
as applicable, severally and not jointly, accepts and/or undertakes no responsibility for any statements made or undertakings
provided in this Updated Draft Red Herring Prospectus - I other than those specifically made or undertaken by it in relation to
itself as a selling shareholder and its respective portion of the Offered Shares and included in this Updated Draft Red Herring
Prospectus - I and anyone placing reliance on any other source of information, including advertisements, or any other material
issued by or at our Company’s instance, our Company’s website at www.phonepe.com or any affiliate of our Company or the
BRLMs, would be doing so at his or her own risk.
Bidders will be required to confirm and will be deemed to have represented to the Selling Shareholders and their respective
directors, partners, designated partners, trustees, officers, agents, affiliates, and representatives, as applicable, that they are
eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue,
sell, pledge or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations,
guidelines and approvals to acquire the Equity Shares.
Disclaimer in respect of jurisdiction
The Offer is being made in India to persons resident in India (who are competent to contract under the Indian Contract Act,
1872, including Indian nationals resident in India, HUFs, companies, other corporate bodies and societies registered under the
applicable laws in India and authorised to invest in shares, domestic Mutual Funds, Indian financial institutions, commercial
banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and who are
authorised under their constitution to hold and invest in equity shares, state industrial development corporations, public financial
institutions under Section 2(72) of the Companies Act, insurance companies registered with IRDAI, provident funds with
minimum corpus of ₹250 million (subject to applicable law) and pension funds with minimum corpus of ₹250 million registered
with the Pension Fund Regulatory and Development Authority established under Section 3(1) of the Pension Fund Regulatory
and Development Authority Act, 2013, National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated
November 23, 2005 of the Government of India, insurance funds set up and managed by army, navy or air force of Union of
India, insurance funds set up and managed by the Department of Posts, GoI, Systemically Important NBFCs registered with the
RBI and registered multilateral and bilateral development financial institutions) and permitted Non-Residents including FPIs
and Eligible NRIs and AIFs that they are eligible under all applicable laws and regulations to purchase the Equity Shares.
This Updated Draft Red Herring Prospectus - I does not constitute an offer to sell or an invitation to subscribe to Equity Shares
offered hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any
person into whose possession this Updated Draft Red Herring Prospectus - I comes is required to inform him or herself about,
and to observe, any such restrictions. Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate
court(s) in Bengaluru, Karnataka, India only. This Updated Draft Red Herring Prospectus - I does not constitute an invitation
to subscribe to or purchase the Equity Shares in the Offer in any jurisdiction, including India. No action has been, or will be,
taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Updated
Draft Red Herring Prospectus - I has been filed with the SEBI for its observations. Accordingly, the Equity Shares represented
thereby may not be issued, directly or indirectly, and the Red Herring Prospectus may not be distributed in any jurisdiction,
except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Updated Draft Red
Herring Prospectus - I nor any offer or sale hereunder shall, under any circumstances, create any implication that there has been
no change in the affairs of our Company or each of the Selling Shareholders (severally and not jointly) since the date of this
Updated Draft Red Herring Prospectus - I or that the information contained herein is correct as at any time subsequent to this
date. Invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to the Red Herring
Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the Red Herring
Prospectus and the preliminary international wrap for the Offer, if the recipient is outside India.
457No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the preliminary
offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India.
Eligibility and transfer restrictions
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any other
applicable law of the United States and, unless so registered, may not be offered or sold within the United States, except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold (i) within the United States only to persons
reasonably believed to be “qualified institutional buyers” (as defined in and in reliance on Rule 144A under the U.S. Securities
Act and referred to in this Updated Draft Red Herring Prospectus - I as “U.S. QIBs”, for the avoidance of doubt, the term U.S.
QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in this
Updated Draft Red Herring Prospectus - I as “QIBs”) in transactions exempt from or not subject to the registration requirements
of the U.S. Securities Act, and (ii) outside the United States in “offshore transactions” as defined in and in reliance on Regulation
S under the U.S. Securities Act and the applicable laws of the jurisdictions where those offers and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction except in compliance with the
applicable laws of such jurisdiction.
Until the expiry of 40 days after the commencement of the Offer, an offer or sale of Equity Shares within the United States by
a dealer (whether or not it is participating in the Offer) may violate the registration requirements of the U.S. Securities Act
unless made pursuant to Rule 144A or another available exemption from the registration requirements of the U.S. Securities
Act and in accordance with applicable state securities laws of any state or other jurisdiction of the United States.
Eligible Investors
The Equity Shares are being offered:
(i) within the United States to investors that are U.S. QIBs in transactions exempt from or not subject to the registration
requirements of the U.S. Securities Act; and
(ii) outside the United States in “offshore transactions” as defined in, and in reliance on, Regulation S under the U.S.
Securities Act and the applicable laws of the jurisdictions where those offers and sales occur;
and in each case who are deemed to have made the representations set forth immediately below.
Equity Shares Offered and Sold within the United States
Each purchaser that is acquiring the Equity Shares offered pursuant to the Offer within the United States, by its acceptance of
the Red Herring Prospectus, the Prospectus and of the Equity Shares, will be deemed to have acknowledged, represented and
warranted to and agreed with our Company, each of the Selling Shareholders and the Book Running Lead Managers that it has
received a copy of the Updated Draft Red Herring Prospectus-I, the Red Herring Prospectus, the Prospectus and such other
information as it deems necessary to make an informed investment decision and that:
1. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the Offer in
compliance with all applicable laws and regulations;
2. the purchaser acknowledges that the Equity Shares offered pursuant to the Offer have not been and will not be
registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States,
and accordingly, unless so registered, may not be offered or sold within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act;
3. the purchaser (i) is a U.S. QIB, (ii) is aware that the sale to it is being made in a transaction exempt from or not subject
to the registration requirements of the U.S. Securities Act in reliance on Rule 144A, and (iii) is acquiring such Equity
Shares for its own account or for the account of one or more U.S. QIBs with respect to which it exercises sole
investment discretion;
4. the purchaser is not an affiliate of our Company or any of the Selling Shareholders or a person acting on behalf of an
affiliate of the Company or any of the Selling Shareholders;
5. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any economic
interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged or otherwise
458transferred, only (a)(i) to a person reasonably believed to be a U.S. QIB in a transaction meeting the requirements of
Rule 144A or another exemption from, or transaction not subject to, the registration requirements of the U.S. Securities
Act, or (ii) in an “offshore transaction” complying with Rule 903 or Rule 904 of Regulation S; and (b) in accordance
with all applicable laws, including the state securities laws in the United States. The purchaser understands that the
transfer restrictions will remain in effect until our Company determines, in its sole discretion, to remove them;
6. is not subscribing to, or purchasing, the Equity Shares with a view to, or for the offer or sale in connection with, any
distribution thereof (within the meaning of the U.S. Securities Act) that would be in violation of the securities laws of
the United States or any U.S. state;
7. the Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and
no representation is made as to the availability of the exemption provided by Rule 144 under the U.S. Securities Act
for resales of any such Equity Shares;
8. the purchaser will not deposit or cause to be deposited such Equity Shares into any depositary receipt facility
established or maintained by a depositary bank other than a Rule 144A restricted depositary receipt facility, so long as
such Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act;
9. the purchaser agrees that neither the purchaser, nor any of its affiliates (as defined in Rule 405 or Rule 501(b) of the
U.S. Securities Act), nor any person acting on behalf of the purchaser or any of its affiliates (as defined in Rule 405 or
Rule 501(b) of the U.S. Securities Act), will make any “directed selling efforts” (as that term is defined in Regulation
S under the U.S. Securities Act) in the United States with respect to the Equity Shares or any form of “general
solicitation” or “general advertising” (as defined in Regulation D under the U.S. Securities Act) in the United States
in connection with any offer or sale of the Equity Shares;
10. the purchaser understands that such Equity Shares (to the extent they are in certificated form), unless our Company
determines otherwise in accordance with applicable law, will bear a legend substantially to the following effect:
“THE EQUITY SHARES REPRESENTED HEREBY HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1 33, AS AMENDED (THE “U.S. SECURITIES
ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW.
ACCORDINGLY, THE EQUITY SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED (1) WITHIN THE UNITED STATES, SOLELY TO A PERSON WHOM THE SELLER OR
ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF AND IN RELIANCE ON RULE 144A UNDER THE U.S.
SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
U.S. SECURITIES ACT OR ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (2) OUTSIDE THE
UNITED STATES IN AN “OFFSHORE TRANSACTION” AS DEFINED IN AND IN RELIANCE ON RULE
903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN
ACCORDANCE WITH THE APPLICABLE LAWS OF THE JURISDICTIONS WHERE THOSE OFFERS
AND SALES OCCUR.”
11. our Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other than in
compliance with the above-stated restrictions;
12. the purchaser is knowledgeable, sophisticated and experienced in business and financial matters, fully understands the
limitations on ownership and transfer and the restrictions on sales of the Equity Shares and is aware that there are
substantial risks incidental to the purchase of the Equity Shares and is able to bear the economic risk of such purchase;
and
13. the purchaser acknowledges that our Company, each of the Selling Shareholders, the Book Running Lead Managers,
their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that, if any of such acknowledgements, representations and agreements
deemed to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly
notify our Company, each of the Selling Shareholders and the Book Running Lead Managers, and if it is acquiring any
of such Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment
discretion with respect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account.
459All other Equity Shares Offered and Sold in the Offer
Each purchaser that is acquiring the Equity Shares offered pursuant to the Offer outside the United States, by its acceptance of
the Red Herring Prospectus and the Prospectus and of the Equity Shares offered pursuant to the Offer, will be deemed to have
acknowledged, represented and warranted to and agreed with our Company, each of the Selling Shareholders and the Book
Running Lead Managers that it has received a copy of the Updated Draft Red Herring Prospectus-I, the Red Herring Prospectus
and the Prospectus and such other information as it deems necessary to make an informed investment decision and that:
1. the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the Offer in
compliance with all applicable laws and regulations;
2. the purchaser acknowledges that the Equity Shares offered pursuant to the Offer have not been and will not be
registered under the U.S. Securities Act or with any securities regulatory authority of any state of or other jurisdiction
of the United States and accordingly, may not be offered, resold, pledged or transferred within the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act;
3. the purchaser is purchasing the Equity Shares offered pursuant to the Offer in an offshore transaction meeting the
requirements of Rule 903 of Regulation S under the U.S. Securities Act;
4. the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity Shares offered
pursuant to the Offer, was located outside the United States at the time (i) the offer for such Equity Shares was made
to it and (ii) when the buy order for such Equity Shares was originated and continues to be located outside the United
States and has not purchased such Equity Shares for the account or benefit of any person in the United States or entered
into any arrangement for the transfer of such Equity Shares or any economic interest therein to any person in the United
States;
5. the purchaser is not an affiliate of our Company or any of the Selling Shareholders or a person acting on behalf of an
affiliate of the Company or any of the Selling Shareholders;
6. if, in the future, the purchaser decides to offer, resell, pledge or otherwise transfer such Equity Shares, or any economic
interest therein, such Equity Shares or any economic interest therein may be offered, sold, pledged or otherwise
transferred, only (a)(i) to a person reasonably believed to be a U.S. QIB in a transaction meeting the requirements of
Rule 144A or another exemption from, or transaction not subject to, the registration requirements of the U.S. Securities
Act, or (ii) in an “offshore transaction” complying with Rule 903 or Rule 904 of Regulation S; and (b) in accordance
with all applicable laws, including the state securities laws in the United States. The purchaser understands that the
transfer restrictions will remain in effect until our Company determines, in its sole discretion, to remove them;
7. the purchaser agrees that neither the purchaser nor any of its affiliates (as defined in Rule 405 or Rule 501(b) of the
U.S. Securities Act), nor any person acting on behalf of the purchaser or any of its affiliates (as defined in Rule 405 or
Rule 501(b) of the U.S. Securities Act), is acquiring the Equity Shares as a result of any “directed selling efforts” as
defined in Regulation S under the U.S. Securities Act in the United States with respect to the Equity Shares;
8. our Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other than in
compliance with the above-stated restrictions; and
9. the purchaser acknowledges that our Company, each of the Selling Shareholders, the Book Running Lead Managers,
their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that, if any of such acknowledgements, representations and agreements
deemed to have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly
notify our Company, each of the Selling Shareholders and the Book Running Lead Managers, and if it is acquiring any
of such Equity Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment
discretion with respect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number of
Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the
Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including
any offshore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar
security, other than in accordance with applicable laws.
460Disclaimer clause of BSE
As required, a copy of the Pre-filed Draft Red Herring Prospectus was submitted to BSE. The disclaimer clause as intimated
by BSE to our Company, post scrutiny of the Pre-filed Draft Red Herring Prospectus, is set forth below:
“BSE Limited (“the Exchange”) has given vide its letter dated December 1, 2025, permission to this Company to use the
Exchange's name in this offer document as one of the stock exchanges on which this company's securities are proposed to be
listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter of granting
the aforesaid permission to this Company. The Exchange does not in any manner: -
a. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
b. warrant that this Company's securities will be listed or will continue to be listed on the Exchange; or
c. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any
scheme or project of this Company.
and it should not for any reason be deemed or construed that this offer document has been cleared or approved by the Exchange.
Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything
stated or omitted to be stated herein or for any other reason whatsoever.”
Disclaimer clause of NSE
As required, a copy of the Pre-filed Draft Red Herring Prospectus was submitted to NSE. The disclaimer clause as intimated
by NSE to our Company, post scrutiny of the Pre-filed Draft Red Herring Prospectus, is set forth below:
“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter
referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/ 6104 dated December 1, 2025, permission to the Issuer to
use the Exchange’s name in this Offer Document as one of the Stock Exchanges on which this Issuer’s securities are proposed
to be listed. The Exchange has scrutinized this draft offer document for its limited internal purpose of deciding on the matter of
granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE
should not in any way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it in
any manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; nor does
it warrant that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this
Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of
anything stated or omitted to be stated herein or any other reason whatsoever.”
Listing
The Equity Shares offered through the Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and NSE.
Applications will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity Shares. [●] will
be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring
Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working
Days from the Bid/Offer Closing Date or such other time as prescribed by SEBI. If our Company does not Allot Equity Shares
pursuant to the Offer within such timeline as prescribed by SEBI, it shall repay without interest all monies received from
Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period or
such other rate prescribed by SEBI.
Consents
Consents in writing of each of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, legal
counsel to our Company as to Indian law, Bankers to our Company, the BRLMs, Registrar to the Offer, Redseer, intellectual
property consultant and independent chartered accountants, in their respective capacities, have been obtained, and such consents
have not been withdrawn as on the date of this Updated Draft Red Herring Prospectus - I. Further, consents in writing of the
461Syndicate Members, Escrow Collection Bank(s)/ Refund Bank(s)/ Public Offer Account/ Sponsor Bank(s) to act in their
respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required
under the Companies Act and such consents shall not be withdrawn up to the time of delivery of the Red Herring Prospectus
for filing with the RoC.
Experts to the Offer
Except as disclosed below, our Company has not obtained any expert opinions:
Our Company has received written consent dated January 21, 2026 from S.R. Batliboi & Associates LLP, Chartered
Accountants, to include their name as required under Section 26(1) of the Companies Act, 2013 read with SEBI ICDR
Regulations in this Updated Draft Red Herring Prospectus - I, and as an “expert” as defined under section 2(38) of the
Companies Act, 2013 to the extent and in their capacity as our current Statutory Auditor and in respect of their (i) examination
report, dated January 14, 2026 on our Restated Consolidated Financial Information; and (ii) their report dated September 23,
2025 on the Statement of Special Tax Benefits in this Updated Draft Red Herring Prospectus - I and such consent has not been
withdrawn as on the date of this Updated Draft Red Herring Prospectus - I. However, the term “expert” shall not be construed
to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received written consent dated January 21, 2026 from Manian & Rao, Chartered Accountants, holding a
valid peer review certificate from the ICAI, to include their name as required under Section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Updated Draft Red Herring Prospectus - I, and as an “expert” as defined under
Section 2(38) of the Companies Act, 2013 in respect of various certificates issued by them in their capacity as the independent
chartered accountant to our Company and such consent has not been withdrawn as on the date of this Updated Draft Red Herring
Prospectus - I.
Our Company has received written consent dated January 21, 2026 from K&S Partners, intellectual property consultant, to
include their name in this Updated Draft Red Herring Prospectus - I and as an “expert” as defined under Section 2(38) of the
Companies Act, 2013, in respect of the certificate dated January 21, 2026 in relation to the patent, design, trademark and
copyright registrations and applications filed by our Company and the Subsidiaries in India and outside India and such consent
has not been withdrawn as on the date of this Updated Draft Red Herring Prospectus - I.
Our Company has received written consent dated January 21, 2026 from Sai Krishna and Associates, intellectual property
consultant, to include their name in this Updated Draft Red Herring Prospectus - I and as an “expert” as defined under Section
2(38) of the Companies Act, 2013, in respect of the certificate dated January 21, 2026 in relation to the patent, design, trademark
and copyright registrations and applications filed by our Company in India and such consent has not been withdrawn as on the
date of this Updated Draft Red Herring Prospectus - I.
It is clarified that the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Particulars regarding public or rights issues during the last five years
Other than as disclosed in “Capital Structure - Notes to capital structure - Share capital history of our Company - Equity share
capital” on page 117, our Company has not made any rights issue of Equity Shares during the five years immediately preceding
the date of this Updated Draft Red Herring Prospectus - I.
Further, our Company has not made any public issue of Equity Shares during the five years immediately preceding the date of
this Updated Draft Red Herring Prospectus - I.
Particulars regarding capital issues by our Company and its listed subsidiaries, group companies and associate entities
during the last three years
Other than as disclosed in “Capital Structure - Notes to capital structure - Share capital history of our Company - Equity share
capital” on page 117, our Company has not made any capital issues during the three years preceding the date of this Updated
Draft Red Herring Prospectus - I.
There have been no capital issues during the three years preceding the date of this Updated Draft Red Herring Prospectus - I by
our listed Associate and listed Group Companies, Walmart Inc. and C. E. Info Systems Limited. As on the date of this Updated
Draft Red Herring Prospectus - I, our Company does not have any listed Subsidiary.
Commission and Brokerage paid on previous issues of the Equity Shares in the last five years
462Since this is the initial public offer of Equity Shares, no sum has been paid or has been payable as commission or brokerage for
subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the last five years preceding the
date of this Updated Draft Red Herring Prospectus - I.
Performance vis-à-vis objects – public/rights issue of the listed subsidiaries and listed promoters
As on date of this Updated Draft Red Herring Prospectus - I, our Company does not have a listed Subsidiary or any listed
Promoter.
463Price information of past issues handled by the BRLMs
I. Kotak Mahindra Capital Company Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by Kotak Mahindra Capital Company Limited:
Sr. Issue name Issue size Issue Listing date Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
No. (₹ million) price (₹) price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
listing date closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar
calendar days from listing calendar days from listing days from listing
1. Amagi Media Labs Limited# 17,886.19 361.00 January 21, 2026 317.00 Not applicable Not applicable Not applicable
2. ICICI Prudential Asset
106,026.50 2,165.00 December 19, 2025 2,600.00 +35.59%, [-1.05%] Not applicable Not applicable
Management Company Limited^
3. CORONA Remedies Limited^ 6,553.71 1,062.001 December 15, 2025 1,470.00 +34.92%, [-1.13%] Not applicable Not applicable
4. Meesho Limited^ 54,212.04 111.00 December 10, 2025 162.50 +48.56%, [+0.46%] Not applicable Not applicable
5. Aequs Limited^ 9,218.12 124.002 December 10, 2025 140.00 +15.61%, [+0.46%] Not applicable Not applicable
6. Physicswallah Limited^ 34,800.00 109.003 November 18, 2025 145.00 +22.76%, [-0.35%] Not applicable Not applicable
7. Emmvee Photovoltaic Power -18.14%, [-0.35%] Not applicable Not applicable
29,000.00 217.00 November 18, 2025 217.00
Limited^
8. Billionbrains Garage Ventures +45.45%, [+0.09%] Not applicable Not applicable
66,323.01 100.00 November 12, 2025 112.00
Limited^
9. Lenskart Solutions Limited^ 72,780.15 402.004 November 10, 2025 395.00 +1.60%, [+1.04%] Not applicable Not applicable
10. Orkla India Limited# 16,673.30 730.005 November 6, 2025 751.50 -13.60%, [+2.88%] Not applicable Not applicable
Source: www.nseindia.com; www.bseindia.com
^ NSE as designated stock exchange
# BSE as designated stock exchange
Notes:
1. In CORONA Remedies Limited, the issue price to eligible employees was ₹ 1,008 after a discount of ₹ 54 per equity share
2. In Aequs Limited, the issue price to eligible employees was ₹ 113 after a discount of ₹ 11 per equity share
3. In Physicswallah Limited, the issue price to eligible employees was ₹ 99 after a discount of ₹ 10 per equity share
4. In Lenskart Solutions Limited, the issue price to eligible employees was ₹ 383 after a discount of ₹ 19 per equity share
5. In Orkla India Limited, the issue price to eligible employees was ₹ 661 after a discount of ₹ 69 per equity share
6. In the event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered.
7. The 30th, 90th, 180th calendar days from listed day have been taken as listing day plus 29, 89 and 179 calendar days.
8. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information.
9. Restricted to last 10 equity initial public issues.
4642. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Kotak Mahindra
Capital Company Limited:
Financial Total Total No. of IPOs trading at discount - 30th No. of IPOs trading at premium - 30th No. of IPOs trading at discount - No. of IPOs trading at premium -
Year no. of amount of calendar days from listing calendar days from listing 180th calendar days from listing 180th calendar days from listing
IPOs funds Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
raised (₹ 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
million)
2025-26 18 729,820.20 - - 5 1 4 7 - - 1 - - 2
2024-25 18 999,474.07 - - 3 2 7 6 1 1 5 4 3 4
2023-24 11 179,436.83 - - - 2 4 5 - - - 7 3 1
Notes:
1. The information is as on the date of this Updated Draft Red Herring Prospectus - I.
2. The information for each of the financial years is based on issues listed during such financial year.
465II. J.P. Morgan India Private Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by J.P. Morgan India Private Limited:
Sr. Issue name Issue size Issue Listing date Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
No. (₹ million) price price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
(₹) listing date closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar
calendar days from listing calendar days from listing days from listing
1. Meesho Limited(b) 54,212.04 111 December 10, 2025 162.50 +48.6% [+0.5%] NA NA
2. Physicswallah Limited(b) 34,800.00 1091 November 18, 2025 145.00 +22.8%[-0.4%] NA NA
3. Pine Labs Limited(b) 38,999.08 2212 November 14, 2025 242.00 +7.3% [+0.5%] NA NA
4. Billionbrains Garage Ventures November 12, 2025 112.00 +45.5% [+0.1%] NA NA
Limited(b) 66,323.01 100
5. Orkla India Limited(a) 16,673.32 7303 November 06, 2025 751.50 -13.6% [+2.9%] NA NA
6. LG Electronics India Limited(b) 116,047.32 1,1404 October 14, 2025 1,710.10 +45.4% [+2.9%] +23.1% [+2.1%] NA
7. Tata Capital Limited(b) 155,118.72 326 October 13, 2025 330.00 -0.1% [+1.9%] +10.4% [+1.8%] NA
8. Anthem Biosciences Limited(a) 33,950.00 5705 July 21, 2025 723.10 43.5% [-0.7%] 32.9% [+2.1%] +8.0% [+1.7%]
9. Schloss Bangalore Limited(b) 35,000.00 435 June 02, 2025 406.00 -6.9% [+3.3%] -8.2% [-1.2%] -5.3% [+6.0%]
10. Hexaware Technologies Limited(b) 87,500.00 7086 February 19, 2025 745.50 +3.5% [+1.1%] +5.2% [+8.8%] +1.3% [+7.4%]
Source: SEBI, Source: www.nseindia.com, Source: https://www.bseindia.com/index.html
1. Price on the designated stock exchange is considered for all of the above calculation for individual stocks.
(a) BSE as the designated stock exchange; (b) NSE as the designated stock exchange.
2. In case 30th / 90th / 180th day is not a trading day, closing price on the stock exchange of the previous trading day has been considered.
3. Closing price of 30th, 90th, 180th calendar day from listing day has been taken as listing day plus 29, 89 and 179 calendar days respectively.
4. Pricing performance is calculated based on the Issue price.
5. Variation in the offer price for certain category of investors are:
1Discount of ₹10.0 per equity share offered to eligible employee bidders. All calculation are based on Issue price of ₹109 per equity share
2 Discount of ₹21.0 per equity share offered to eligible employee bidders. All calculation are based on Issue price of ₹221 per equity share
3Discount of ₹69.0 per equity share offered to eligible employee bidders. All calculation are based on Issue price of ₹730 per equity share
4 Discount of ₹108.0 per equity share offered to eligible employee bidders. All calculation are based on Issue price of ₹1,140 per equity share
5 Discount of ₹50.0 per equity share offered to eligible employee bidders. All calculation are based on Issue price of ₹570 per equity share
6 Discount of ₹67.0 per equity share offered to eligible employee bidders. All calculation are based on Issue price of ₹708 per equity share
6. Pricing Performance for the benchmark index is calculated as per the close on the day of the listing date.
7. Benchmark index considered is NIFTY 50 / S&P BSE Sensex basis designated stock exchange for each issue.
8. Issue size as per the basis of allotment.
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by J.P. Morgan India
Private Limited:
466Financial Total Total No. of IPOs trading at discount - 30th No. of IPOs trading at premium - 30th No. of IPOs trading at discount - No. of IPOs trading at premium -
Year no. of amount calendar days from listing calendar days from listing 180th calendar days from listing 180th calendar days from listing
IPOs of funds Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
raised (₹ 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
million)
2025-2026 9 551,123 NA NA 3 NA 4 2 NA NA 1 NA NA 1
2024-2025 9 671,614 NA NA 1 1 5 2 NA NA 2 3 3 1
2023-2024 4 77,481 NA NA NA NA 1 3 NA NA 1 1 1 1
Note: In the event that any day falls on a holiday, the price / index of the previous trading day has been considered. The information for each of the financial years is based on issues listed during such financial year.
467III. Citigroup Global Markets India Private Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by Citigroup Global Markets India Private
Limited:
Sr. Issue name Issue size Issue Listing date Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
No. (₹ million) price (₹) price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
listing closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar
date calendar days from listing calendar days from listing days from listing
1. Amagi Media Labs Limited 17,886.19 361.00 January 21, 2026 317.00 NA NA NA
2. ICICI Prudential Asset
106,026.50 2,165.00 December 19, 2025 2,600.00 +35.59% [-1.05%] NA NA
Management Company Limited
3. Meesho Limited 54,212.04 111.00 December 10, 2025 162.50 +48.56% [+0.46%] NA NA
4. Tenneco Clean Air India Limited 36,000.00 397.00 November 19, 2025 505.00 +18.35% [-0.91%] NA NA
5. Pine Labs Limited 38,999.08 221.00 November 14, 2025 242.00 +7.30% [+0.53%] NA NA
6. Billionbrains Garage Ventures
66,323.01 100.00 November 12, 2025 112.00 +45.45% [+0.09%] NA NA
Limited
7. Lenskart Solutions Limited 72,780.15 402.00 November 10, 2025 395.00 +1.60% [+1.04%] NA NA
8. Orkla India Limited 16,673.30 730.00 November 06, 2025 751.50 -13.60% [+2.88%] NA NA
9. LG Electronics India Limited 116,047.32 1,140.00 October 14, 2025 1,710.10 +45.38% [+2.90%] +23.10% [+2.14%] NA
10. Tata Capital Limited 155,118.70 326.00 October 13, 2025 330.00 -0.11% [+1.85%] +10.43% [+1.81%] NA
Notes:
1. Benchmark index basis designated stock exchange.
2. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs. issue price. % change in closing benchmark index is calculated based on closing index on listing day vs. closing index on 30th
/ 90th / 180th calendar day from listing day.
3. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case closing price on designated stock
exchange of a trading day immediately prior to the 30th / 90th / 180th day, is considered.
4. Restricted to last 10 issues.
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Citigroup Global
Markets India Private Limited:
Financial Total Total No. of IPOs trading at discount - 30th No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year no. of amount of calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
IPOs funds Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
raised (₹ 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
million)
2025-26 13 785,016.29 - - 3 - 5 4 - - 1 - - 1
2024-25 9 628,230.49 - - 3 - 4 2 - 1 4 1 1 2
2023-24 5 94,584.85 - - - 1 2 2 - - - 2 3 -
Source: www.nseindia.com
Notes:
1. The information is as on the date of the document.
2. The information for each of the financial years is based on issues listed during such financial year.
3. Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
468IV. Morgan Stanley India Company Private Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by Morgan Stanley India Company Private
Limited:
Sr. Issue name Issue size Issue Listing date Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
No. (₹ million) price (₹) price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
listing closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar
date calendar days from listing calendar days from listing days from listing
1. ICICI Prudential Asset Management
1,06,026.50 2165.00 December 19, 2025 2600.00 +35.6%[-0.5%] NA NA
Company Limited
2. Meesho Limited 54,212.00 111.00 December 10, 2025 162.50 +48.6%[+0.1%] NA NA
3. Pine Labs Limited 38,999.08 221.00 November 14, 2025 242.00 +7.3% [+0.6%] NA NA
4. Lenskart Solutions Limited 72,780.15 402.00 November 10, 2025 395.00 +1.6% [+1.4%] NA NA
5. LG Electronics India Limited 116,047.00 1,140.00 October 14, 2025 1,710.10 +45.4% [+2.6%] +23.1% [+1.8%] NA
6. Urban Company Limited 19,000.00 103.00 September 17, 2025 162.25 +53.8% [+1.4%] +19.7% [+3.1%] NA
7. HDB Financial Services Limited 1,25,000.00 740.00 July 02, 2025 835.00 +2.5%, [-3.0%] +1.1%, [-3.6%] +2.5% [+2.0%]
8. Schloss Bangalore Limited 35,000.00 435.00 June 02, 2025 406.00 -6.9% [+3.2%] -8.2%, [-1.3%] -5.3%, [+5.9%]
9. Dr Agarwal’s Health Care Limited 30,272.60 402.00 February 04, 2025 402.00 +4.0% [-4.4%] -12.0% [+4.2%] +12.4%, [+5.2%]
10. International Gemmological 42,250.00 417.00 December 20, 2024 510.00 + 24.2% [- 3.1%] - 21.4% [- 4.4%] -11.5% [+3.8%]
Institute (India) Limited
11. Sai Life Sciences Limited 30,426.20 549.00 December 18, 2024 650.00 + 30.6% [- 4.2%] + 28.4% [- 7.5%] +40.3% [+1.6%]
12. Vishal Mega Mart Limited 80,000.00 78.00 December 18, 2024 104.00 + 40.0% [- 4.2%] + 29.9% [- 7.5%] +58.6% [+1.6%]
13. Zinka Logistics Solutions Limited 11,147.22 273.00 November 22, 2024 280.90 + 83.8% [+ 1.0%] +54.3% [-1.8%] +78.2 [+5.7%]
14. Niva Bupa Health Insurance 22,000.00 74.00 November 14, 2024 78.14 + 13.0% [+ 5.1%] +8.1% [-2.1%] +15.0% [+5.8%]
Company limited
15. Hyundai Motor India Limited 2,78,556.83 1,960.00 October 22, 2024 1,934.00 -6.6% [-5.1%] -8.7% [-6.4%] -15.2% [-3.8%]
16. Brainbees Solutions Limited 41,937.28 465.00 August 13, 2024 651.00 + 37.5% [+ 2.3%] +21.4% [-0.8%] -10.0% [-3.2%]
17. Go Digit General Insurance Limited 26,146.26 272.00 May 23, 2024 286.00 +22.8% [+4.0%] +30.8% [+9.3%] +16.3% [+3.8%
Source: www.nseindia.com; for price information and prospectus/ basis of allotment for issue details.
Notes:
1. Issue size is as per the prospectus filed with SEBI with the figures rounded off to the nearest decimal point.
2. Benchmark index considered is NIFTY50.
3. If the 30th/90th/180th day falls on a trading holiday then pricing information on the preceding trading day has been considered.
4. Pricing Performance for the company is calculated as per the final offer price.
5. Pricing Performance for the benchmark index is calculated as per the close on the day prior to the listing date.
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Morgan Stanley
India Company Private Limited:
Financial Total Total No. of IPOs trading at discount - No. of IPOs trading at premium - 30th No. of IPOs trading at discount - No. of IPOs trading at premium -
Year no. of amount of 30th calendar days from listing calendar days from listing 180th calendar days from listing 180th calendar days from listing
IPOs funds raised Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
(₹ million) 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
2025-26 8 5,67,064.73 - - 1 1 3 3 - - 1* - - 1*
2024-25 9 5,62,736.58 - - 1 1 3 4 - - 3 2 1 3
469Financial Total Total No. of IPOs trading at discount - No. of IPOs trading at premium - 30th No. of IPOs trading at discount - No. of IPOs trading at premium -
Year no. of amount of 30th calendar days from listing calendar days from listing 180th calendar days from listing 180th calendar days from listing
IPOs funds raised Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
(₹ million) 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
2023-24 - - - - - - - - - - - - - -
Source: www.nseindia.com
Notes:
* Only for those IPOs which has completed 180 calendar days from listing till now.
Total number of IPOs and total amounts of funds raised includes 17 Issues: ICICI Prudential Asset Management Company Limited, Meesho Limited, Pine Labs Limited, Lenskart Solutions Limited, LG Electronics India Limited, Urban Company
Limited, HDB Financial Services Limited, Schloss Bangalore Limited, Dr Agarwal’s Health Care Limited, International Gemmological Institute (India) Limited, Sai Life Sciences Limited, Vishal Mega Mart Limited, Zinka Logistics Solutions
Limited, Niva Bupa Health Insurance Company limited, Hyundai Motor India Limited, Brainbees Solutions Limited and Go Digit General Insurance Limited. Trading performance includes 17 issues: ICICI Prudential Asset Management Company
Limited, Meesho Limited, Pine Labs Limited, Lenskart Solutions Limited, LG Electronics India Limited, Urban Company Limited, HDB Financial Services Limited, Schloss Bangalore Limited, Dr Agarwal’s Health Care Limited, International
Gemmological Institute (India) Limited, Sai Life Sciences Limited, Vishal Mega Mart Limited, Zinka Logistics Solutions Limited, Niva Bupa Health Insurance Company limited, Hyundai Motor India Limited, Brainbees Solutions Limited and Go
Digit General Insurance Limited
470V. Axis Capital Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by Axis Capital Limited:
Sr. Issue name Issue size Issue Listing Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
No. (₹ million) price (₹) date price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
listing closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar
date calendar days from listing calendar days from listing days from listing
1. ICICI Prudential Asset Management 106.026.53 2165.00 19-Dec-25 2600.00 35.59%, [-0.83%] - -
Company Limited(2)
2. Wakefit Innovation Limited(2) 12,888.00 195.00 15-Dec-25 195.00 -0.87%, [-0.69%] - -
3. Meesho Limited(2) 54,212.04 111.00 10-Dec-25 162.50 +48.56%, [-0.13%] - -
4. Tenneco Clean Air India Limited(2) 36,000.00 397.00 19-Nov-25 505.00 +18.35%, [-0.92%] - -
5. Physicswallah Ltd**(2) 34,800.00 109.00 18-Nov-25 145.00 +22.76%, [-0.35%] - -
6. Pine Labs Limited*(2) 38,999.08 221.00 14-Nov-25 242.00 +7.30%, [+0.53%] - -
7. Billionbrains Garage Ventures Limited(2) 66,323.01 100.00 12-Nov-25 112.00 +45.45%, [+0.09%] - -
8. Lenskart Solutions Limited 72,780.15 402.00 10-Nov-25 395.00 +1.60%, [+1.04%] - -
^(2)
9. Rubicon Research Limited&(2) 13,775.00 485.00 16-Oct-25 620.00 +47.18%, [+1.27%] +39.61%, [+0.57%] -
10. Canara Robeco Asset Management 13,261.26 266.00 16-Oct-25 280.25 +9.81%, [+1.27%] +5.62%, [+0.57%] -
Company Limited(2)
Source: www.nseindia.com and www.bseindia.com
(1)BSE as Designated Stock Exchange
(2)NSE as Designated Stock Exchange
** Offer Price was ₹ 99.00 per equity share to Eligible Employees
* Offer Price was ₹ 200.00 per equity share to Eligible Employees
^Offer Price was ₹ 383.00 per equity share to Eligible Employees
& Offer Price was ₹ 439.00 per equity share to Eligible Employees
Notes:
a. Issue Size derived from Prospectus/final post issue reports, as available.
b. The CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
c. Price on NSE or BSE is considered for all of the above calculations as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
d. In case 30th/90th/180th day is not a trading day, closing price of the previous trading day has been considered.
e. Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Axis Capital
Limited:
471Financial Tot Total No. of IPOs trading at discount - No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year al amount of 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
no. funds Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
of raised (₹ 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
IPO million)
s
2025-2026* 21 923,314.03 - - 4 1 6 10 - - 2 2 - -
2024-2025 20 445,928.65 - 1 2 7 6 4 - 3 3 9 1 4
2023-2024 18 218,638.22 - - 4 2 6 6 - - 3 7 4 4
* The information is as on the date of the document
The information for each of the financial years is based on issues listed during such financial year.
Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
472VI. Goldman Sachs (India) Securities Private Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by Goldman Sachs (India) Securities
Private Limited:
Sr. Issue name Issue size Issue Listing date Opening +/- % change in closing +/- % change in closing +/- % change in closing price,
No. (₹ million) price price on price, [+/- % change in price, [+/- % change in [+/- % change in closing
(₹) listing closing benchmark]- 30th closing benchmark]- 90th benchmark]- 180th calendar
date calendar days from listing calendar days from listing days from listing
1. Amagi Media Labs Limited 17,886.19 361.00 January 21, 2026 317.00 NA NA NA
2. ICICI Prudential Asset 106,026.5 2,165.0 December 19, 2025 2,600.00 +35.59% / [-1.05%] NA NA
Management Company Limited 0
3. Physicswallah Limited 34,800.00 109.00 November 18, 2025 145.00 +22.76% / [-0.35%] NA NA
4. Urban Company Limited 19,000.00 103.00 September 17, 2025 162.25 +53.83% / [+1.01%] +19.69% / [+2.75%] NA
5. JSW Cement Limited 36,000.00 147.00 August 14, 2025 153.50 +1.17% / [+1.96%] -16.64%, [+4.32%] NA
6. HDB Financial Services Limited 125,000.00 740.00 July 02, 2025 835.00 +2.51% / [-2.69%] +1.10% / [-3.22%] +2.49% / [+2.31%]
7. Bajaj Housing Finance Limited 65,600.00 70.00 September 16, 2024 150.00 +99.86% / [-1.29%] +89.23%/ [-2.42%] +64.64% / [-11.77%]
8. Ola Electric Mobility Limited 61,455.59 76.00 August 9, 2024 76.00 +44.17% / [+1.99%] -2.11% / [+0.48%] -1.51% / [-2.58%]
9. TBO Tek Limited 15,508.09 920.00 May 15, 2024 1,426.00 +69.94% / [+5.40%] +84.90% / [+9.67%] +85.23% / [+8.77%]
Source: www.nseindia.com; www.bseindia.com
Notes:
1. Benchmark index considered is NIFTY 50.
2. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case we have considered the
closing data of the preceding trading day.
3. In Ola Electric Mobility Limited, the issue price to eligible employees was ₹69 after a discount of ₹7 per equity share.
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Goldman Sachs
(India) Securities Private Limited:
Financial Total Total No. of IPOs trading at discount - 30th No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year no. of amount of calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
IPOs funds Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
raised (₹ 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
million)
2025-2026 6 338,712.69 NA NA NA 1 1 3 NA NA NA NA NA 1
2024-2025 3 142,563.68 NA NA NA 2 1 NA NA NA 1 2 NA NA
2023-2024 - - - - - - - - - - - - - -
Notes:
1. The information is as on the date of this Updated Draft Red Herring Prospectus - I.
2. The information for each of the financial years is based on issues listed during such financial year.
473VII. Jefferies India Private Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by Jefferies India Private Limited:
S. No. Issue Name Issue Size Issue price Listing Date Opening +/- % change in +/- % change in +/- % change in
(₹ million) (₹) Price on closing price, [+/- % closing price, [+/- % closing price, [+/- %
listing date change in closing change in closing change in closing
(in ₹) benchmark]- 30th benchmark]- 90th benchmark]- 180th
calendar days from calendar days from calendar days from
listing listing listing
1 Emmvee Photovoltaic Power Limited^^ 29,000.00 217.00 18-Nov-25 217.00 -18.14% [-0.35%] NA NA
2 Pine Labs Limited^^ 38,999.08 221.00(1) 14-Nov-25 242.00 +7.30% [+0.53%] NA NA
3 WeWork India Management Limited^^ 30,000.00 648.00(2) 10-Oct-25 650.00 -2.48% [+0.82%] -4.21% [+3.38%] NA
4 JSW Cement Limited^^ 36,000.00 147.00 14-Aug-25 153.50 +1.17% [+1.96%] -16.64% [+4.32%] NA
5 HDB Financial Services Limited^^ 125,000.00 740.00 2-Jul-25 835.00 +2.51% [-2.69%] +1.10% [-3.22%] +2.49% [+2.31%]
6 Aegis Vopak Terminals Limited^ 28,000.00 235.00 2-Jun-25 220.00 +3.74% [+2.86%] +5.09% [-1.92%] +10.89% [+5.32%]
7 Belrise Industries Limited^^ 21,500.00 90.00 28-May-25 100.00 +14.08% [+3.22%] +58.30% [+0.87%] +79.16% [+5.32%]
8 Dr. Agarwal's Healthcare Limited^ 30,272.60 402.00 4-Feb-25 396.90 +3.82% [-6.18%] -12.14% [+2.44%] +12.38% [+2.57%]
9 Inventurus Knowledge Solutions
24,979.20 1,329.00 19-Dec-24 1,900.00 +40.85% [-3.13%] +13.77% [-4.67%] +30.17% [+4.15%]
Limited^^
10 Vishal Mega Mart Limited^^ 80,000.00 78.00 18-Dec-24 104.00 +39.96% [-3.67%] +29.95% [-6.98%] +58.58% [+2.15%]
Notes:
NA- Not Applicable, as the relevant period is not completed.
Data Restricted to last 10 equity initial public issues.
^^NSE as designated stock exchange
^ BSE as designated stock exchange
1. A discount of ₹ 21 per equity was offered to eligible employees bidding in the employee reservation portion.
2. A discount of ₹ 60 per equity was offered to eligible employees bidding in the employee reservation portion.
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Jefferies India
Private Limited:
Financial Total Total No. of IPOs trading at discount - No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year no. of amount of 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
IPOs funds Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
raised (₹ 25-50% 25% 25-50% 25% 25-50% 25% 25-50% 25%
million)
2025 – 2026* 7 308,499.08 - - 2 - - 5 - - - 1 - 2
2024 – 2025 10 432,557.21 - - - 2 6 2 - - 2 3 4 1
2023 – 2024 3 74,768.76 - - 1 - 2 - - - 1 2 - -
* This data covers issues up to YTD
Notes:
1. Data is sourced either from www.nseindia.com or www.bseindia.com, as per the designated stock exchange disclosed by the respective issuer company.
2. Similarly, benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated stock exchange, as disclosed by the respective issuer company.
3. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case we have considered the closing
data of the previous trading day.
4. The information for each of the financial years is based on issues listed during such financial year.
474VIII. JM Financial Limited
1. Price information (during the current Financial Year and two Financial Years preceding the current Financial Year) of past issues handled by JM Financial Limited:
Sr. Issue name Issue Size Issue price Listing Opening +/- % change in +/- % change in closing +/- % change in closing
No. (₹ million) (₹) Date price on closing price, [+/- % change in price, [+/- % change in
Listing Date price, [+/- % change in closing benchmark] - closing benchmark] -
(in ₹) closing benchmark] - 90th calendar days from 180th calendar days
30th calendar days listing from listing
from listing
1. ICICI Prudential Asset Management Company 1,06,026.50 2,165.00 December 19, 2025 2,600.00 35.59% [-1.05%] Not Applicable Not Applicable
Limited*
2. Corona Remedies Limited*12 6,553.71 1,062.00 December 15, 2025 1,470.00 34.92% [-1.13%] Not Applicable Not Applicable
3. Aequs Limited*11 9,218.12 124.00 December 10, 2025 140.00 15.61% [0.46%] Not Applicable Not Applicable
4. Capillary Technologies India Limited#10 8,775.01 577.00 November 21, 2025 560.00 16.51% [-0.88%] Not Applicable Not Applicable
5. Tenneco Clean Air India Limited* 36,000.00 397.00 November 19, 2025 505.00 18.35% [-0.91%] Not Applicable Not Applicable
6. Emmvee Photovoltaic Power Limited* 29,000.00 217.00 November 18, 2025 217.00 -18.14% [-0.35%] Not Applicable Not Applicable
7. Canara HSBC Life Insurance Company 25,159.50 106.00 October 17, 2025 106.00 13.50% [0.78%] 34.92% [-0.17%] Not Applicable
Limited*8
8. Rubicon Research Limited*9 13,775.00 485.00 October 16, 2025 620.00 47.18% [1.27%] 39.61% [0.57%] Not Applicable
9. Canara Robeco Asset Management Limited* 13,261.26 266.00 October 16, 2025 280.25 9.81% [1.27%] 5.62% [0.57%] Not Applicable
10. Wework India Management Limited*7 29,996.43 648.00 October 10, 2025 650.00 -2.48% [0.82%] -4.21% [3.38%] Not Applicable
Source: www.nseindia.com and www.bseindia.com
# BSE as designated stock exchange
* NSE as designated stock exchange
Notes:
1. Opening price information as disclosed on the website of the designated stock exchange.
2. Change in closing price over the issue/offer price as disclosed on designated stock exchange.
3. For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the
respective Issuer at the time of the issue, as applicable.
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken a listing date plus 179
calendar days.
6. Restricted to last 10 issues.
7. A discount of Rs. 60 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
8. A discount of Rs. 10 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
9. A discount of Rs. 46 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
10. A discount of Rs. 52 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
11. A discount of Rs. 11 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
12. A discount of Rs. 54 per Equity Share was offered to eligible employees bidding in the employee reservation portion
2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by JM Financial
Limited:
475Financial Total Total No. of IPOs trading at discount - No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year no. of amount of 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
IPOs funds raised Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
(₹ million) 50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
2025-2026 25 6,46,151.47 1 1 8 - 6 9 - 1 4 1 - 3
2024-2025 13 2,55,434.10 - - 5 5 2 1 1 3 1 4 1 2
2023-2024 24 2,88,746.72 - - 7 4 5 8 - - 5 7 5 7
476Track record of past issues handled by the BRLMs
For details regarding the track record of the BRLMs, as specified in the SEBI circular dated January 10, 2012, bearing reference
number CIR/MIRSD/1/2012, see the websites of the BRLMs, as provided in the table below.
Sr. Name of the BRLM Website QR code
No.
1. K otak Mahindra Capital Company Limited https://investmentbank.kotak.com
2. J .P. Morgan India Private Limited www.jpmipl.com
3. C itigroup Global Markets India Private Limited https://www.citigroup.com/global/about-
us/global-presence/india/disclaimer
4. M organ Stanley India Company Private Limited www.morganstanley.com
5. A xis Capital Limited www.axiscapital.co.in
6. G oldman Sachs (India) Securities Private Limited www.goldmansachs.com
7. J efferies India Private Limited www.jefferies.com
8. J M Financial Limited www.jmfl.com
Stock Market Data of Equity Shares
This being the initial public offer of Equity Shares of our Company, the Equity Shares are not listed on any stock exchange and
accordingly, no stock market data is available for the Equity Shares.
Mechanism for Redressal of Investor Grievances
The Registrar Agreement provides for the retention of records with the Registrar to the Offer for a period of at least eight years
from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges, to enable the Bidders to
approach the Registrar to the Offer for redressal of their grievances.
In terms of the SEBI ICDR Master Circular and subject to applicable law, any ASBA Bidder whose Bid has not been considered
for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned
SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15
days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this
period of 15 days. Further, the Bidders shall be compensated by the SCSBs in accordance with the SEBI ICDR Master Circular
in the events of delayed unblock for cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI
application, blocking of more amount than the application amount, delayed unblocking of amounts for non-allotted/partially
allotted applications, for the stipulated period and such compensation to Bidders shall be computed from T+3 day. In an event
there is a delay in redressal of the investor grievance in relation to unblocking of amounts, the SCSBs and the Book Running
Lead Managers shall compensate the Bidders at the rate higher of ₹100 or 15% per annum of the application amount for the
period of such delay, in terms of the SEBI ICDR Master Circular. Further, in terms of the SEBI ICDR Master Circular, the
payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs,
and such application shall be made only after (i) unblocking of application amounts for each application received by the SCSB
has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB.
All Offer-related grievances, other than for Anchor Investors, may be addressed to the Registrar to the Offer with a copy to the
relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give full details
such as name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, UPI ID, PAN, date of
the submission of Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, ASBA Account
number in which the amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment
477of Bid Amount through the UPI Mechanism) and the name and address of the Designated Intermediary where the Bid cum
Application Form was submitted by the Bidder.
In terms of the SEBI ICDR Master Circular, in case of any delay in unblocking of amounts in the ASBA Accounts exceeding
two Working Days from the Bid / Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day or
15% per annum of the Bid Amount, whichever is higher, for the entire duration of delay exceeding two Working Days from
the Bid/ Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs shall, in their
sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking.
The following compensation mechanism has become applicable for investor grievances in relation to Bids made through the
UPI Mechanism for public issues opening on or after May 1, 2021, for which the relevant SCSBs shall be liable to compensate
the investor:
Scenario Compensation amount Compensation period
Delayed unblock for cancelled / ₹100 per day or 15% per annum of the Bid From the date on which the request for
withdrawn / deleted applications Amount, whichever is higher cancellation / withdrawal / deletion is placed on
the bidding platform of the Stock Exchanges till
the date of actual unblock
Blocking of multiple amounts for the 1. Instantly revoke the blocked funds other From the date on which multiple amounts were
same Bid made through the UPI than the original application amount; and blocked - Till the date of actual unblock
Mechanism
2. ₹100 per day or 15% per annum of the
total cumulative blocked amount except
the original Bid Amount, whichever is
higher
Blocking more amount than the Bid 1. Instantly revoke the difference amount, From the date on which the funds to the excess
Amount i.e., the blocked amount less the Bid of the Bid Amount were blocked till the date of
Amount; and actual unblock.
2. ₹100 per day or 15% per annum of the
difference amount, whichever is higher
Delayed unblock for non – Allotted / ₹100 per day or 15% per annum of the Bid Three Working Days after Bid/Offer Closing
partially Allotted applications. Amount, whichever is higher. Date - Till the date of actual unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint from
the investor, for each day delayed, the post-Offer BRLM shall be liable to compensate the investor at the rate of ₹100 per day
or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from the
day on which the investor grievance is received till the date of actual unblock.
Our Company, the Selling Shareholders, severally and not jointly, the BRLMs and the Registrar to the Offer accept no
responsibility for errors, omissions, commission or any acts of the Designated Intermediaries including any defaults in
complying with its obligations under the applicable provisions of SEBI ICDR Regulations.
For helpline details of the Book Running Lead Managers pursuant to the SEBI ICDR Master Circular, see “General Information
– Book Running Lead Managers” on page 109.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated
Intermediary in addition to the information mentioned hereinabove.
All grievances relating to Bids submitted with Registered Brokers may be addressed to the Stock Exchanges with a copy to the
Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Banks for
addressing any clarifications or grievances of ASBA Bidders. Bidders can contact our Company Secretary and Compliance
Officer, the BRLMs or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of
letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund
intimations and non-receipt of funds by electronic mode.
Disposal of investor grievances by our Company
Our Company has applied for authentication on the SCORES in terms of the SEBI circular bearing number
SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023, read with SEBI circular bearing reference number
SEBI/HO/OIAE/IGRD/CIR/P/2023/183 dated December 1, 2023, in relation to redressal of investor grievances through
SCORES.
478Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSB in case of
ASBA Bidders, for the redressal of routine investor grievances shall be 15 Working Days from the date of receipt of the
complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to
redress these complaints as expeditiously as possible.
Our Company has not received any investor grievances in the last three Financial Years prior to the filing of this Updated Draft
Red Herring Prospectus - I. As at the date of this Updated Draft Red Herring Prospectus - I there are no outstanding investor
grievances. Further, Walmart Inc has not been notified of any current or pending investor complaints/grievances that have been
lodged with the U.S. Securities and Exchange Commission’s Office of the Investor Advocate. C. E. Info Systems Limited has
no investor complaints/grievances pending against them as on date of this Updated Draft Red Herring Prospectus - I.
Our Company has also appointed Ankit Gunvantrai Popat, as the Company Secretary and Compliance Officer for the Offer.
For further details, see “General Information” on page 108.
Our Company has constituted a Stakeholders Relationship Committee comprising Zarin Bomi Daruwala, Sameer Nigam and
Leigh Douglas Hopkins, as members. For details, see “Our Management – Committees of our Board - Stakeholders Relationship
Committee” on page 285.
Exemption from complying with any provisions of SEBI ICDR Regulations
Our Company had filed an exemption application dated September 23, 2025 and an updated exemption application dated
October 30, 2025 (collectively, the “Exemption Application”), (i) requesting approval to include disclosures (as required for
group companies under the SEBI ICDR Regulations) and to provide the required confirmations applicable to group companies
under the SEBI ICDR Regulations in relation to Yuvdhi Apparels Private Limited (“Yuvdhi”), on the basis of information
available with our Company and within the public domain; and (ii) accordingly seeking exemption under Regulation 300(1)(c)
of the SEBI ICDR Regulations from the strict enforcement of the disclosure requirements (to the extent that such information
is not available in the public domain) applicable to group companies in relation to Yuvdhi. Subsequently, by way of a letter
dated November 27, 2025, our Company withdrew the Exemption Application. Accordingly, as on date of this Updated Draft
Red Herring Prospectus – I, our Company has not applied for any exemption from the SEBI under Regulation 300 (2) of the
SEBI ICDR Regulations from compliance with any provisions of securities laws including the SEBI ICDR Regulations.
Other confirmations
No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind
or services or otherwise to any person for making an application in the Offer, except for fees or commission for services rendered
in relation to the Offer.
479SECTION VII: OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, the term “group companies”, includes (a) such companies (other than promoters and
subsidiaries) with which there were related party transactions during the period for which financial information is disclosed in
this Updated Draft Red Herring Prospectus - I, as covered under applicable accounting standards, and (b) any other companies
considered material by the board of directors of the relevant issuer company.
Accordingly, for point (a) above, all such companies (other than our Promoters and Subsidiaries) with which our Company had
related party transactions during the periods covered in the Restated Consolidated Financial Information, as covered under the
applicable accounting standards, have been disclosed as group companies in terms of the SEBI ICDR Regulations.
Further with respect to point (b), our Board, in its meeting held on September 23, 2025, has considered and adopted a policy of
materiality for the identification of companies that shall be considered material and disclosed as a ‘group company’ in this
Updated Draft Red Herring Prospectus - I. In terms of such materiality policy, such companies shall be considered material and
disclosed as a Group Company, if a company (i) is a member of the Promoter Group; and (ii) has entered into one or more
transactions with our Company in the most recent period for which Restated Consolidated Financial Information is included in
this Updated Draft Red Herring Prospectus - I, which exceeds, individually or in the aggregate, 10% of the total restated
consolidated revenue from operations of our Company derived from the Restated Consolidated Financial Information of the
last completed full financial year.
Accordingly, based on the parameters outlined above, as on the date of this Updated Draft Red Herring Prospectus - I, our
Company has identified the following Group Companies:
S. Name Registered Office Country of
No. Incorporation
1. Arv ind Youth Brands Private Main Building, Arvind Limited Premises, Near Chamunda Bridge, India
Limited Naroda Road, Ahmedabad, Ahmendabad, Gujarat, India, 380025
2. C. E . Info Systems Limited 237 Okhla Industrial Estate Phase-3, New Delhi-110020 India
3. Cle artrip Packages & Tours Unit No 4, R City Offices, 10th Floor, L B S Marg, Ghatkopar West, India
Private Limited Mumbai, Maharashtra, India, 400086
4. Cle artrip Private Limited Unit No 4, R City Offices, 10th Floor, L B S Marg, Ghatkopar West, India
Mumbai, Maharashtra, India, 400086
5. Com ercio Digital Wal-Mart, S. de Nextengo No. 78, Col. Santa Cruz Acayucan, Del. Azcapotzalco, Mexico
R.L. de C.V. Ciudad de Mexico, Mexico, 02770
6. F1 Info Solution & Services Buildings Alyssa, Begonia & Clover, Embassy Tech Village, Outer India
Private Limited Ring Rd, Devarabeesanahalli Village, Bangalore, Karnataka, India,
560103
7. Flip kart Advanz Private Limited Buildings Alyssa, Begonia & Clover, Embassy Tech Village, Outer India
Ring Road, Bangalore, Devarabeesanahalli Village Bengaluru,
Karnataka, India, 560103
8. Flip kart Health Limited 9th Floor/2, Tower -A, DLF IT Park, Plot no. 8, Block -AF, Mouza - India
HIDCO, Major Arterial Road, New Town (Rajarhat) Kolkata -
700156
9. Flip kart India Private Limited Buildings Alyssa, Begonia & Clover, Embassy Tech Village, Outer India
Ring Road, Devarabeesanahalli Village Bengaluru, Karnataka, India,
560103
10. Flip kart Internet Private Limited Buildings Alyssa, Begonia & Clover, Embassy Tech Village, Outer India
Ring Road, Devarabeesanahalli Village Bengaluru, Karnataka, India,
560103
11. Flip kart Private Limited 9 Raffles Place #26 – 01, Republic Plaza, Singapore 048619 Singapore
12. Hea dstand Pte. Ltd.(formerly 79 Robinson Road, #07-01, Capitasky, Singapore – 068897 Singapore
known as “PhonePe Private
Limited”)
13. Inst akart Services Private Limited Buildings Alyssa, Begonia & Clover, Embassy Tech Village, Outer India
Ring Road, Devarabeesanahalli Village Bengaluru, Karnataka, India,
560103
14. Jee ves Consumer Services Private Buildings Alyssa, Begonia & Clover, Embassy Tech Village, Outer India
Limited Ring Road, Devarabeesanahalli Village Bangalore, Karnataka
560103
15. My ntra Designs Private Limited Buildings Alyssa, Begonia & Clover, Embassy Tech Village, Outer India
Ring Road, Devarabeesanahalli Village Bengaluru, Bangalore KA
560103
16. My ntra Jabong India Private Buildings Alyssa, Begonia & Clover, Embassy Tech Village, Outer India
Limited Ring Road, Devarabeesanahalli Village Bengaluru, Karnataka, India,
560103
480S. Name Registered Office Country of
No. Incorporation
17. Sha dowfax Technologies Limited 3rd Floor, Shilpitha Tech Park, Sy No. 55/3 & 55/4, Outer Ring India
(formerly known as Shadowfax Road, Devarabisanahalli Village, Bellandur, Varthur Hobli,
Technologies Private Limited) Bangalore -560103, Karnataka, India.
18. Wa lmart Inc. c/o Corporation Trust Center, 1209 Orange Street, Wilmington, New United States of
Castle, Delaware, 19801 America
19. Wa l-Mart India Private Limited E-20, 1st and 2nd Floor, Hauz Khas Main Market, New Delhi, South India
Delhi 110016
20. Wil dcraft India Limited No. 15/16, 15th Cross, 100 Feet Road, 4th Phase JP Nagar, India
Bangalore, Bangalore, Karnataka, India, 560078
21. Yuv dhi Apparels Private Limited 571 Dutt Nagar , Indore, Madhya Pradesh, India - 452001 India
In accordance with the SEBI ICDR Regulations, information with respect to: (i) reserves (excluding revaluation reserve); (ii)
sales; (iii) profit/(loss) after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value, of our top five
Group Companies determined on the basis of their annual turnover, based on their respective audited financial statements for
the preceding three years has been uploaded on the website of the respective Group Companies or on the website of our
Company, as indicated below, upon filing of the Updated Draft Red Herring Prospectus - I:
S. Name Website QR Code
No.
1. Walm art Inc. https://stock.walmart.com/financial-
information/financial-results
2. C.E. Info Systems Limited https://www.mapmyindia.com/investor/
3. Flipk art India Private Limited ir.phonepe.com/ipo-kit/group-company-
financials
Flipkart Internet Private Limited www.flipkart.com/corporate-information
4.
5. Instak art Services Private Limited www.ekartlogistics.in/corporate-info
Our Company has provided links to such websites solely to comply with the requirements specified under the SEBI ICDR
Regulations. The information provided on the websites given above does not constitute a part of (i) this Updated Draft Red
Herring Prospectus - I , and will not constitute a part of (ii) the Updated Draft Red Herring Prospectus - II; (iii) the Red Herring
Prospectus; or (iv) the Prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an
advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies
Act, 2013, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere in the world. Such information should
not be relied upon or used as a basis for any investment decision.
Nature and extent of interest of the Group Companies
In the promotion of our Company
None of our Group Companies have any interest in the promotion of our Company.
In the properties acquired by our Company in the past three years before filing this Updated Draft Red Herring Prospectus
- I or proposed to be acquired by our Company
Our Group Companies are not interested in the properties acquired by our Company in the three years preceding the filing of
this Updated Draft Red Herring Prospectus - I or in any property proposed to be acquired by our Company.
In transactions for acquisition of land, construction of building and supply of machinery, etc.
Our Group Companies are not interested in any transactions for acquisition of land, construction of buildings or supply of
machinery, etc. as on the date of this Updated Draft Red Herring Prospectus - I.
Common pursuits among the Group Companies and our Company
Except as disclosed below, there are no common pursuits among the Group Companies and our Company:
4811. Flipkart Internet Private Limited, Myntra Designs Private Limited, Cleartrip Private Limited operate marketplace
platforms and accordingly to such extent are engaged in a similar line of business as that of our Company.
2. Flipkart Advanz Limited holds a UPI registration as a TPAP and is engaged in the same line of business as that of our
Company.
3. Walmart Inc., through various business relationships with financial service partners, offers services in the U.S. such
as money transfers, digital payments platforms, bill payment, money orders, check cashing, prepaid access, co-branded
credit cards, installment lending, and earned wage access.
Related business transactions with our Group Companies and significance on the financial performance of our
Company
Except for the agreements disclosed below (including any addenda, corrigenda, or amendments that may be entered into in
respect of these agreements), and except as disclosed below and in “Other financial information –– Related party transactions”
on page 383, there are no related business transactions with our Group Companies which will impact financial performance of
our Company:
Flipkart Internet Private Limited
Flipkart Internet Private Limited has entered into the following agreements with our Company:
1. Software services agreement dated June 1, 2017, for providing data centre servers;
2. Services agreement dated November 22, 2017, for providing services and personnel in relation to the human resource,
security and finance functions of our Company;
3. Merchant agreement dated April 20, 2017, for payment aggregation and technology services to accept digital payments;
4. Promotional services agreement dated March 12, 2021, for offering promotion services on our Company’s platforms; and
5. Data sharing agreement dated October 26, 2021, for sharing of licensed data.
Additionally, Flipkart Internet Private Limited has entered into an intellectual property license agreement dated July 6, 2023,
with PhonePe Shopping Solutions Private Limited, a wholly owned subsidiary of our Company, for procuring a license to use
certain stock-keeping units, pictures or images to be used on its platform(s).
Instakart Services Private Limited
Instakart Services Private Limited has entered in a merchant agreement dated April 20, 2017 with our Company for payment
aggregation and technology services to accept digital payments.
Myntra Designs Private Limited
Myntra Designs Private Limited has entered into the following agreements with our Company:
1. Merchant agreement dated August 19, 2016, for payment aggregation and technology services to accept digital payments;
and
2. Promotional services agreement dated August 31, 2023, for offering promotion services on our Company’s platforms.
F1 Info Solutions & Services Private Limited
F1 Info Solutions & Services Private Limited has entered into a service agreement dated August 14, 2023, with our Company,
for repair and refurbishment services provided to our Company for smart speakers.
Cleartrip Private Limited
Cleartrip Private Limited has entered into the following agreements with our Company:
1. Merchant agreement dated May 18, 2017, for payment aggregation and technology services to accept digital payments;
and
4822. Payment technology services agreement – B2B dated July 17, 2023, for availing collection and client settlement services
from our Company.
Wal-Mart India Private Limited
Wal-Mart India Private Limited has entered into the following agreements with our Company:
1. Merchant agreement dated January 18, 2019, for payment aggregation and technology services to accept digital payments;
and
2. Payment technology services agreement – B2B dated September 11, 2023, for availing collection and client settlement
services from our Company.
Litigation
As on the date of this Updated Draft Red Herring Prospectus - I, there is no pending litigation involving our Group Companies
which will have a material impact on our Company.
Business interest of Group Companies
Except in the ordinary course of business and as stated in “Other financial information –– Related party transactions on page
383 and as disclosed herein, our Group Companies do not have any business interest in our Company.
Other Confirmations
Except for Walmart Inc. and C. E. Info Systems Limited, none of our Group Companies have their equity shares listed on a
stock exchange.
Further, except for Walmart Inc., whose debt securities are listed on the Nasdaq Stock Market LLC, none of our Group
Companies have listed debt securities.
None of the Group Companies are not-for-profit organisations.
Further, our listed Group Companies have not made any public or rights or composite issue (as defined under the SEBI ICDR
Regulations) of securities in the three years preceding the date of this Updated Draft Red Herring Prospectus - I.
Other than any transactions that may be entered into in the ordinary course of business from time to time, none of our Group
Companies nor any of their directors are interested in, and there is no conflict of interest with any lessor of any immovable
properties (which are crucial for operations of our Company).
Other than any transactions that may be entered into in the ordinary course of business from time to time and except as disclosed
below, neither our Group Companies nor any of their directors are interested in, and there is no conflict of interest with, any
suppliers of raw materials and the third-party service providers which are crucial for operations of our Company
1. Keki Mistry, a director on the board of directors of one of our Group Company Flipkart Private Limited, Singapore, is also
a director on the board of directors of HDFC Bank Limited.
483SECTION VIII: OFFER INFORMATION
TERMS OF THE OFFER
The Equity Shares being offered and Allotted pursuant to the Offer shall be subject to the provisions of the Companies Act,
SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, SEBI Listing Regulations, the terms of the Red Herring Prospectus,
the Prospectus, the Abridged Prospectus, Bid cum Application Form, the Revision Form, the CAN/ Allotment Advice and other
terms and conditions as may be incorporated in other documents/ certificates that may be executed in respect of the Offer. The
Equity Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of
capital, offer for sale and listing and trading of securities, issued from time to time, by SEBI, the GoI, the Stock Exchanges, the
RBI, RoC and/or other authorities, as in force on the date of the Offer and to the extent applicable or such other conditions as
may be prescribed by the SEBI, the GoI, the Stock Exchanges, the RoC and/or any other authorities while granting its approval
for the Offer.
The Offer
The Offer comprises an Offer for Sale by the Selling Shareholders. For details in relation to the sharing of Offer expenses
amongst our Company and the Selling Shareholders, see “Objects of the Offer” on page 138.
Ranking of the Equity Shares
The Allottees upon Allotment of Equity Shares under the Offer will be entitled to dividend and other corporate benefits, if any,
declared by our Company after the date of Allotment. The Equity Shares transferred in the Offer shall be subject to the
provisions of the Companies Act, SEBI ICDR Regulations, SCRA, SCRR, the MoA and AoA and shall rank pari passu with
the existing Equity Shares in all respects including voting, right to receive dividends and other corporate benefits. For further
details, see “Description of Equity Shares and Terms of Articles of Association” on page 515.
Mode of payment of dividend
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act, the
Memorandum and Articles of Association, dividend distribution policy of our Company, and provisions of the SEBI Listing
Regulations and any other guidelines or directions which may be issued by the Government in this regard. Dividends, if any,
declared by our Company after the date of Allotment (pursuant to the transfer of Equity Shares through the Offer for Sale), will
be payable to the Bidders who have been Allotted or transferred Equity Shares in the Offer, for the entire year, in accordance
with applicable laws. For further details in relation to dividends, see “Dividend Policy” and “Description of Equity Shares and
Terms of Articles of Association” on pages 304 and 515, respectively.
Face Value, Offer Price and Price Band
The face value of each Equity Share is ₹1 and the Offer Price at the lower end of the Price Band is ₹[●] per Equity Share and
at the higher end of the Price Band is ₹[●] per Equity Share. The Anchor Investor Offer Price is ₹[●] per Equity Share.
The Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in consultation with the BRLMs, and
published and advertised in all editions of Financial Express, an English national daily newspaper, all editions of Jansatta, a
Hindi national daily newspaper and Bengaluru edition of Kannada Prabha, a Kannada daily newspaper (Kannada being the
regional language of Karnataka, where our Registered and Corporate Office is located), each with wide circulation, at least two
Working Days prior to the Bid/ Offer Opening Date, along with the relevant financial ratios calculated at the Floor Price and at
the Cap Price, and shall be made available to the Stock Exchanges for the purpose of uploading the same on their websites. The
Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the
Bid cum Application Forms available on the respective websites of the Stock Exchanges. The Offer Price shall be determined
by our Company, in consultation with the Book Running Lead Managers, after the Bid/Offer Closing Date.
At any given point of time, there shall be only one denomination for the Equity Shares, unless otherwise permitted by law.
Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our equity Shareholders shall have
the following rights:
484• Right to receive dividends, if declared;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the Companies
Act;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation, subject to any statutory and preferential claims being satisfied;
• Right of free transferability of their Equity Shares, subject to applicable laws including any RBI rules and regulations;
and
• Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI
Listing Regulations and the Articles of Association of our Company.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights,
dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and Terms
of Articles of Association” on page 515.
Allotment only in dematerialised form
Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only in
dematerialised form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form
on the Stock Exchanges. In this context, our Company has entered into the following agreements with the respective
Depositories and Registrar to the Offer:
• Tripartite agreement dated February 4, 2022 amongst our Company, NSDL and Registrar to the Offer; and
• Tripartite agreement effective as of May 13, 2025 amongst our Company, CDSL and Registrar to the Offer.
For details in relation to the Basis of Allotment, see “Offer Procedure” on page 493.
Market lot and trading lot
Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in the Offer will be
only in electronic form in multiples of one Equity Share subject to a minimum Allotment of [●] Equity Shares of face value of
₹1 each. For further details, see “Offer Procedure” on page 493.
Joint holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of the Equity
Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
Jurisdiction
The courts of Bengaluru, Karnataka, India will have exclusive jurisdiction in relation to this Offer.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any other applicable law of the
United States and, unless so registered, may not be offered or sold within the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state
securities laws. Accordingly, the Equity Shares are being offered and sold (i) within the United States only to persons reasonably
believed to be “qualified institutional buyers” (as defined in and in reliance on Rule 144A under the U.S. Securities Act and
referred to in this Updated Draft Red Herring Prospectus - I as “U.S. QIBs”, for the avoidance of doubt, the term U.S. QIBs
does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in this Updated
Draft Red Herring Prospectus - I as “QIBs”) in transactions exempt from or not subject to the registration requirements of the
U.S. Securities Act, and (ii) outside the United States in “offshore transactions” as defined in and in reliance on Regulation S
under the U.S. Securities Act and the applicable laws of the jurisdictions where those offers and sales occur.
485The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the
applicable laws of such jurisdiction.
Nomination facility to Bidders
In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules,
2014, as amended, the Sole Bidder, or the First Bidder along with other joint Bidders, may nominate any one person in whom,
in the event of the death of Sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity
Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the nomination is modified or cancelled in the
prescribed manner. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s),
shall be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity
Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person
to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded
upon a sale/transfer/alienation of Equity Share(s) by the person nominating. A nomination may be cancelled or modified by
nominating any other person in place of the present nominee, by the holder of the Equity Shares who made the nomination, by
giving a notice of such cancellation or variation to our Company. A buyer will be entitled to make a fresh nomination in the
manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered and
Corporate Office or to the registrar and transfer agents of our Company.
Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall upon the
production of such evidence as may be required by the Board, elect either:
a) to register himself or herself as the holder of the Equity Shares; or
b) to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice
have been complied with.
Since the Allotment of Equity Shares in the Offer will be made only in dematerialised mode, there is no need to make a separate
nomination with our Company. Nominations registered with respective Depository Participant of the Bidder would prevail. If
the Bidder wants to change the nomination, they are requested to inform their respective Depository Participant.
Bid/ Offer programme
BID/OFFER OPENS ON [●](1)
BID/OFFER CLOSES ON [●](2)(3)
(1) Our Company may, in consultation with the BRLMs consider participation by Anchor Investors. The Anchor Investor Bid/Offer Period shall be one
Working Day prior to the Bid/ Offer Opening Date in accordance with the SEBI ICDR Regulations.
(2) UPI mandate end time and date shall be at 5.00 pm on Bid/ Offer Closing Date, i.e. [●].
(3) Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIBs one day prior to the Bid/Offer Closing Date in
accordance with the SEBI ICDR Regulations.
An indicative timetable in respect of the Offer is set out below:
Event Indicative Date
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●]
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA Account* On or about [●]
Credit of Equity Shares to dematerialized accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]
*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working
Days from the Bid/Offer Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100 per day or
15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock
Exchanges bidding platform until the date on which the amounts are unblocked; (ii) any blocking of multiple amounts for the same ASBA Form (for amounts
blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹100 per day or 15% per annum of the total cumulative blocked
amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock;
(iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the difference
in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-
allotted/ partially allotted Bids, exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per
day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding two Working Days from the Bid/ Offer Closing Date
by the SCSB responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or
entity responsible for such delay in unblocking. The post Offer BRLMs shall be liable for compensating the Bidder at a uniform rate of ₹100 per day or 15%
per annum of the Bid Amount, whichever is higher from the date of receipt of the investor grievance until the date on which the blocked amounts are unblocked.
The Bidder shall be compensated in the manner specified in the SEBI ICDR Master Circular, which for the avoidance of doubt, shall be deemed to be
486incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable, issued by SEBI, and any other applicable law in case of delays
in resolving investor grievances in relation to blocking/unblocking of funds. The processing fees for applications made by the UPI Bidders may be released to
the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI ICDR Master Circular, which has prescribed that
all individual investors applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to ₹ 0.50 million, shall use
UPI. RIBs and individual investors Bidding under the Non-Institutional Portion Bidding for more than ₹ 0.20 million and up to ₹ 0.50 million, using the UPI
Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs
or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. The processing fees
for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with
SEBI ICDR Master Circular.
The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or
liability on our Company, any of the Selling Shareholders or the BRLMs.
Any circulars or notifications from the SEBI after the date of this Updated Draft Red Herring Prospectus - I may result
in changes to the above-mentioned timelines. Further, the offer procedure is subject to change due to any revised
circulars issued by the SEBI to this effect.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from the
Bid/Offer Closing Date or such other time as prescribed by SEBI, the timetable may be extended due to various factors,
such as extension of the Bid/ Offer Period by our Company, in consultation with the BRLMs, revision of the Price Band
by our Company in consultation with the BRLMs, or any delay in receiving the final listing and trading approval from
the Stock Exchanges. Our Company shall within two Working days from the closure of the Offer or such period as may
be prescribed, refund the subscription amount received in case of non-receipt of minimum subscription or in case our
Company fails to obtain listing or trading permission from the Stock Exchanges for the Equity Shares. The
commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in
accordance with the applicable laws. Each of the Selling Shareholders, severally and not jointly confirm that they shall
extend such reasonable support and co-operation as may be required under Applicable Law or reasonably requested
by our Company and/or the BRLMs, solely in relation to it and its respective portion of the Offered Shares, to facilitate
the process of listing and commencement of trading of the Equity Shares on the Stock Exchanges within such time
prescribed by SEBI.
The Registrar to the Offer shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily
basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/ Offer Closing Date by
obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the
Working Day and submit the confirmation to the BRLMs and the Registrar to the Offer on a daily basis in accordance
with the SEBI RTA Master Circular and the SEBI ICDR Master Circular.
In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with timelines
and activities prescribed by SEBI in connection with the allotment and listing procedure within such period as may be prescribed
by SEBI, identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay and the
reasons associated with it.
Submission of Bids (other than Bids from Anchor Investors)
Bid/ Offer Period (except the Bid/ Offer Closing Date)
Submission and revision in Bids Only between 10.00 a.m. and up to 5.00 p.m. IST
Bid/ Offer Closing Date*
Submission of electronic applications (Online ASBA through 3-in-1 Only between 10.00 a.m. and up to 5.00 p.m. IST
accounts) - For Retail Individual Bidders
Submission of electronic applications (Bank ASBA through Online channels Only between 10.00 a.m. and up to 4.00 p.m. IST
like internet banking, mobile banking and Syndicate UPI ASBA applications
where Bid Amount is up to ₹0.50 million)
Submission of electronic applications (Syndicate non-retail, non-individual Only between 10.00 a.m. and up to 3.00 p.m. IST
applications)
Submission of physical applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of physical applications (Syndicate non-retail, non-individual Only between 10.00 a.m. and up to 12.00 p.m. IST
applications where Bid Amount is more than ₹0.50 million
Modification/ revision/ cancellation of Bids
Upward revision of Bids by QIBs and Non-Institutional Bidders# Only between 10.00 a.m. and up to 4.00 p.m. IST on Bid/
Offer Closing Date
Upward or downward Revision of Bids or cancellation of Bids by RIBs Only between 10.00 a.m. and up to 5.00 p.m. IST on Bid/
Offer Closing Date
* UPI mandate end time and date shall be at 5.00 pm on Bid/Offer Closing Date, i.e. [●].
# QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
487On the Bid/ Offer Closing Date, the Bids shall be uploaded until:
(i) 4.00 p.m. IST in case of Bids by QIBs and NIBs, and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs.
On Bid/ Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received by RIBs
after taking into account the total number of Bids received and as reported by the BRLMs to the Stock Exchanges.
It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA Account and not
uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked by SCSBs or not
blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be rejected.
Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders are advised to submit their
Bids one day prior to the Bid/Offer Closing Date and in any case no later than 1:00 p.m. IST on the Bid/ Offer Closing Date.
Any time mentioned in this Updated Draft Red Herring Prospectus - I is IST. Bidders are cautioned that, in the event a large
number of Bids are received on the Bid/ Offer Closing Date, some Bids may not get uploaded due to lack of sufficient time.
Such Bids that cannot be uploaded will not be considered for allocation under the Offer. Bids and any revision in Bids will be
accepted only during Working Days during the Bid/ Offer Period. Bidders may please note that as per letter no.
List/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101-6 dated July 6, 2006 issued by BSE and NSE,
respectively, Bids and any revision in Bids shall not be accepted on Saturdays, Sundays and public holidays as declared by the
Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system
to be provided by the Stock Exchanges. None among our Company, the Selling Shareholders or any member of the Syndicate
is liable for any failure in (i) uploading the Bids due to faults in any software/ hardware system or otherwise; and (ii) the
blocking of Bid Amount in the ASBA Account on receipt of instructions from the Sponsor Bank on account of any errors,
omissions or non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise,
in the UPI Mechanism. The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform
during the Bid/ Offer Period till 5:00 pm on the Bid/ Offer Closing Date after which the Stock Exchange(s) send the bid
information to the Registrar to the Offer for further processing.
Our Company, in consultation with the BRLMs, reserves the right to revise the Price Band during the Bid/ Offer Period in
accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor
Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. In all
circumstances, the Cap Price shall be at least 105% of the Floor Price and less than or equal to 120% of the Floor Price. The
Floor Price shall not be less than the face value of the Equity Shares.
In case of revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working Days
after such revision, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases of force majeure, banking
strike or similar unforeseen circumstances, our Company, in consultation with the BRLMs, for reasons to be recorded
in writing, extend the Bid/Offer Period for a minimum of one Working Day, subject to the Bid/ Offer Period not
exceeding 10 Working Days. Any revision in Price Band, and the revised Bid/Offer Period, if applicable, shall be widely
disseminated by notification to the Stock Exchanges, by issuing a press release and also by indicating the change on the
respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to the Designated
Intermediaries and the Sponsor Bank(s), as applicable. In case of revision of Price Band, the Bid Lot shall remain the
same.
In case of discrepancy in data entered in the electronic book vis-a-vis data contained in the Bid cum Application Form for a
particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the
purpose of Allotment.
Minimum Subscription
As this is an offer for sale by the Selling Shareholders, the requirement of minimum subscription of 90% of the Offer under the
SEBI ICDR Regulations is not applicable to this Offer. However, (i) if our Company does not receive the minimum subscription
in the Offer as specified under the terms of Rule 19(2)(b) of the SCRR, including through the devolvement of Underwriters,
within such period as prescribed under applicable law; (ii) the level of subscription falls below the threshold specified above
on account of withdrawal of applications or after technical rejections or for any other reason whatsoever; or (iii) if the listing
or trading permissions are not obtained from the Stock Exchanges for the Equity Shares offered pursuant to the Offer documents,
our Company shall forthwith refund the entire subscription amount received within such period as prescribed by SEBI. If there
is a delay in refunding the amount beyond such prescribed period, our Company and every director of our Company who is an
officer in default shall pay interest at such rate as required under applicable law. The Selling Shareholders shall reimburse,
severally and not jointly, and only to the extent of the Equity Shares offered by such Selling Shareholder in the Offer, any
expenses and interest incurred by our Company on behalf of the Selling Shareholders for any delays in making refunds as
488required under the Companies Act and any other applicable law including SEBI ICDR Master Circular, provided that the Selling
Shareholders shall not be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly
attributable to an act or omission of such Selling Shareholder in relation to its respective portion of the Offered Shares. All
refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by our Company on behalf of any of
the Selling Shareholders (only to the extent of its respective portion of the Offered Shares) will be adjusted or reimbursed by
such Selling Shareholder to our Company as agreed among our Company and the Selling Shareholders in writing, in accordance
with applicable law.
In the event of achieving aforesaid minimum subscription, however, if there is under-subscription in achieving the total Offer
size, all the Equity Shares held by the Selling Shareholders and offered for sale in the Offer for Sale will be Allotted (in
proportion to the Offered Shares being offered by each Selling Shareholder).
Under-subscription, if any, in any category except the QIB Portion, would be met with spill-over from the other categories at
the discretion of our Company, in consultation with the Book Running Lead Managers, and the Designated Stock Exchange.
Further our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted shall
not be less than 1,000 in compliance with Regulation 49(1) of the SEBI ICDR Regulations, failing which the entire application
money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA
Accounts within such timeline as prescribed under applicable laws, our Company shall be liable to pay interest on the
application money in accordance with applicable laws.
Arrangements for disposal of odd lots
There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form only and
market lot for our Equity Shares will be one Equity Share.
New financial instruments
Our Company is not issuing any new financial instruments through this Offer.
Withdrawal of the Offer
The Offer shall be withdrawn in the event the requirement of the minimum subscription as prescribed under Regulation 45 of
the SEBI ICDR Regulations is not fulfilled. Our Company in consultation with the Book Running Lead Managers and each of
the Selling Shareholders, severally and not jointly, to the extent of its respective portion of the Offered Shares, reserves the
right not to proceed with the Offer and for the Selling Shareholders, the Offer for Sale, in whole or in part thereof, of the Offered
Shares, after the Bid/ Offer Opening Date but before Allotment. In such an event, our Company would issue a public notice in
the newspapers in which the pre-Offer and Price Band advertisements were published, within two days of the Bid/ Offer Closing
Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Offer and inform the
Stock Exchanges promptly on which the Equity Shares are proposed to be listed. The Book Running Lead Managers, through
the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank(s) (in case of UPI Bidders), to unblock the bank
accounts of the ASBA Bidders within one Working Day from the date of receipt of such notification and also inform the Bankers
to the Offer to process refunds to the Anchor Investors, as the case may be. The notice of withdrawal will be issued in the same
newspapers where the pre-Offer and Price Band advertisements have appeared, and the Stock Exchanges will also be informed
promptly. If our Company and each of the Selling Shareholders, in consultation with the Book Running Lead Managers
withdraws the Offer after the Bid/ Offer Closing Date and thereafter determine that our Company will proceed with a public
issue of the Equity Shares, our Company shall file a fresh offer document with SEBI. Notwithstanding the foregoing, the Offer
is also subject to (i) the filing of the Prospectus with the RoC; and (ii) obtaining the final listing and trading approvals of the
Stock Exchanges, which our Company shall apply for after Allotment.
Restrictions, if any on transfer and transmission of Equity Shares
Except for the lock-in of the pre-Offer Equity Share capital of our Company and the Anchor Investor lock-in as provided in
“Capital Structure” on page 116, and except as provided in our Articles of Association as detailed in “Description of Equity
Shares and Terms of Articles of Association” on page 515 there are no restrictions on transfer and transmission of the Equity
Shares. Further, there are no restrictions on transmission of any shares of our Company and on their consolidation or splitting,
except as provided in the Articles of Association. For details, see “Description of Equity Shares and Terms of Articles of
Association” on page 515.
489OFFER STRUCTURE
Offer of up to 50,660,446 Equity Shares of face value of ₹1 each for cash at a price of ₹[●] per Equity Share (including a share
premium of ₹[●] per Equity Share) aggregating up to ₹[●] million. For details, see “The Offer” on page 101.
The Offer shall constitute [●]% of the post-Offer paid-up Equity Share capital of our Company, respectively.
The Offer is being made through the Book Building Process in compliance with Regulation 6(2) and Regulation 31 and 32(2)
of the SEBI ICDR Regulations.
Particulars QIBs(1) NIBs RIBs
Number of Equity Shares available Not less than [●] Equity Shares Not more than [●] Equity Shares Not more than [●] Equity Shares of
for Allotment or allocation*(2) of face value of ₹1 each of face value of ₹1 each available face value of ₹1 each available for
for allocation or Offer less allocation or Offer less allocation to
allocation to QIB Bidders and QIB Bidders and NIBs
RIBs
Percentage of Offer size available Not less than 75% of the Offer Not more than 15% of the Offer, Not more than 10% of the Offer or
for Allotment or allocation shall be available for allocation to or the Offer less allocation to QIB the Offer less allocation to QIB
QIBs. However, 5% of the QIB Bidders and RIBs shall be Bidders and NIBs shall be available
Portion (excluding the Anchor available for allocation, subject to for allocation
Investor Portion) shall be the following:
available for allocation
proportionately to Mutual Funds (i) one-third of the portion
only. Mutual Funds participating available to NIBs shall be
in the Mutual Fund Portion will reserved for applicants with
also be eligible for allocation in an application size of more
the remaining balance QIB than ₹0.20 million and up to
Portion (excluding the Anchor ₹1.00 million; and
Investor Portion). The
unsubscribed portion in the (ii) two-third of the portion
Mutual Fund Portion will be available to NIBs shall be
available for allocation to other reserved for applicants with
QIBs application size of more than
₹1.00 million
provided that the unsubscribed
portion in either of the
subcategories specified above
may be allocated to applicants in
the other sub-category of Non-
Institutional Bidders.
Basis of Allotment if respective Proportionate as follows The Equity Shares available for Allotment to each RIB shall not be
category is oversubscribed* (excluding the Anchor Investor allocation to NIBs under the Non- less than the minimum Bid Lot,
Portion): Institutional Portion, shall be subject to availability of Equity
subject to the following: Shares in the Retail Portion and the
a) Up to [●] Equity Shares of remaining available Equity Shares
face value of ₹1 each shall a) one third of the portion if any, shall be allotted on a
be available for allocation available to NIBs being [●] proportionate basis. For details, see
on a proportionate basis to Equity Shares of face value “Offer Procedure” on page 493.
Mutual Funds only; and of ₹1 each are reserved for
Bidders Biddings more than
b) [●] Equity Shares of face ₹0.20 million and up to
value of ₹1 each shall be ₹1.00 million; and
available for allocation on a
proportionate basis to all b) two third of the portion
other QIBs, including available to NIBs being [●]
Mutual Funds receiving Equity Shares of face value
allocation as per (a) above of ₹1 each are reserved for
Bidders Bidding more than
Up to 60% of the QIB Portion (of ₹1.00 million.
up to [●] Equity Shares of face
value of ₹1 each) may be Provided that the unsubscribed
allocated on a discretionary basis portion in either of the categories
to Anchor Investors out of which specified in (a) or (b) above, may
40% out of the Anchor Investor be allocated to Bidders in the
Portion shall be available for other category.
allocation as follows, (i) 33.33%
shall be available for allocation to
490Particulars QIBs(1) NIBs RIBs
domestic Mutual Funds and (ii) The allotment to each Non-
6.67% for Life Insurance Institutional Bidder shall not be
Companies and Pension Funds, less than the minimum
subject to valid Bids being application size, subject to the
received from domestic Mutual availability of Equity Shares in
Funds, Life Insurance Companies the Non-Institutional Portion, and
and Pension Funds at or above the the remaining Equity Shares, if
Anchor Investor Allocation Price. any, shall be allotted on a
In the event of undersubscription proportionate basis in accordance
in (ii) above, the allocation may with the conditions specified in
be made to Domestic Mutual this regard in Schedule XIII of the
Funds, at or above the Anchor SEBI ICDR Regulations. For
Investor Allocation Price, in details, see “Offer Procedure” on
accordance with the SEBI ICDR page 493.
Regulations.
Mode of Bid Through ASBA Process only (excluding UPI Mechanism) except in case of Anchor Investors(3)
Minimum Bid Such number of Equity Shares Such number of Equity Shares [●] Equity Shares and in multiples
that the Bid Amount exceeds that the Bid Amount exceeds of [●] Equity Shares thereafter
₹0.20 million and in multiples of ₹0.20 million and in multiples of
[●] Equity Shares thereafter [●] Equity Shares thereafter
Maximum Bid Such number of Equity Shares Such number of Equity Shares Such number of Equity Shares and
and in multiple of [●] Equity and in multiples of [●] Equity in multiples of [●] Equity Shares so
Shares not exceeding the size of Shares not exceeding the size of that the Bid Amount does not
the Offer (excluding the Anchor the Offer (excluding QIB exceed ₹0.20 million
Investor Portion), subject to Portion), subject to applicable
applicable limits limits
Mode of Allotment Compulsorily in dematerialised form
Bid Lot [●] Equity Shares of face value of ₹1 each and in multiples of [●] Equity Shares thereafter
Allotment Lot A minimum of [●] Equity Shares of face value of ₹1 each and in multiples of one Equity Share thereafter
Trading Lot One Equity Share
Who can apply(4) Public financial institutions as Resident Indian individuals, Resident Indian individuals,
specified in Section 2(72) of the Eligible NRIs, HUFs (in the name Eligible NRIs and HUFs (in the
Companies Act, scheduled of the karta), companies, name of karta)
commercial banks, Mutual corporate bodies, scientific
Funds, FPIs (other than institutions, societies and trusts,
individuals, corporate bodies and and FPIs who are individuals,
family offices), VCFs, AIFs, corporate bodies and family
FVCIs, multilateral and bilateral offices and registered with SEBI
development financial
institutions, state industrial
development corporation,
insurance companies registered
with IRDAI, provident funds
(subject to applicable law) with
minimum corpus of ₹250 million,
pension funds with minimum
corpus of ₹250 million registered
with the Pension Fund
Regulatory and Development
Authority established under
Section 3(1) of the Pension Fund
Regulatory and Development
Authority Act, 2013, National
Investment Fund set up by the
GoI through resolution F.
No.2/3/2005-DD-II dated
November 23, 2005, the
insurance funds set up and
managed by army, navy or air
force of the Union of India,
insurance funds set up and
managed by the Department of
Posts, India and Systemically
Important NBFCs and accredited
investors as defined in regulation
2(1)(ab) of the SEBI AIF
Regulations, for the limited
purpose of their investment in
491Particulars QIBs(1) NIBs RIBs
angel funds (as defined in SEBI
AIF Regulations) registered with
SEBI, under the SEBI AIF
Regulations, in accordance with
applicable laws.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of
submission of their Bids(5)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the
ASBA Bidder, or by the Sponsor Bank(s) through the UPI Mechanism (other than Anchor Investors), that
is specified in the ASBA Form at the time of submission of the ASBA Form
* Assuming full subscription in the Offer
(1) Our Company in consultation with the Book Running Lead Managers will finalize allocation to the Anchor Investors on a discretionary basis, subject to
the following: (i) minimum of two and maximum of 15 such investors shall be permitted for allocation up to ₹2,500 million, subject to minimum allotment
of ₹50 million per such investor; and (ii) in case of allocation above ₹2,500 million, a minimum of five such investors and a maximum of 15 such investors
for allocation up to ₹2,500 million and an additional 15 such investors for every additional ₹2,500 million or part thereof, shall be permitted, subject to
a minimum allotment of ₹50 million per such investor.
(2) Subject to valid Bids being received at or above the Offer Price. This is an Offer in terms of Rule 19(2)(b) of the SCRR and Regulation 6(2) of the SEBI
ICDR Regulations, wherein not less than 75% of the Offer shall be available for allocation on a proportionate basis to QIBs, provided that our Company
in consultation with the Book Running Lead Managers may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allotment in the Anchor Investor
Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a
proportionate basis only to Mutual Funds, and spill-over from the remainder of the Net QIB Portion shall be available for allocation on a proportionate
basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not
more than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Offer
shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
(3) Anchor Investors are not permitted to use the ASBA process. Further, SEBI vide the SEBI ICDR Master Circular, has mandated that ASBA applications
in public issues shall be processed only after the application monies are blocked in the investor’s bank accounts. Accordingly, Stock Exchanges shall, for
all categories of investors viz. RIBs, QIBs, NIBs and other reserved categories and also for all modes through which the applications are processed,
accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked.
(4) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same joint names
and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum Application Form should contain only the
name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such
First Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders.
Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories.
(5) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any difference
between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor Pay-In Date as indicated in
the CAN.
Bidders will be required to confirm and will be deemed to have represented to our Company, the members of the Syndicate,
each of the Selling Shareholders, the Underwriters, their respective directors, officers, agents, affiliates and representatives that
they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 500 and having same PAN
may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such
successful Bidders (with same PAN) may be proportionately distributed.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the QIB
Portion, would be allowed to be met with spill over proportionately from any other category or combination of categories at
the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable
laws. However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories
or a combination of categories. For further details, see “Terms of the Offer” on page 484.
In case of any revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working
Days after such revision of the Price Band, subject to the total Bid/ Offer Period not exceeding 10 Working Days. Any
revision in the Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification
to the Stock Exchanges by issuing a public announcement and also by indicating the change on the websites of the
BRLMs and at the terminals of the members of the Syndicate.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges may be taken as the final data
for the purpose of Allotment.
492OFFER PROCEDURE
All Bidders should read the General Information Document which highlights the key rules, processes and procedures applicable
to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR
Regulations which is part of the Abridged Prospectus accompanying the Bid cum Application Form. The General Information
Document is available on the websites of the Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the
General Information Document which are applicable to the Offer, including in relation to the process for Bids by UPI Bidders
through the UPI Mechanism. The Bidders should note that the details and process provided in the General Information
Document should be read along with this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of Bidders
eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment
instructions for ASBA Bidders/Applicants; (v) issuance of CAN and Allotment in the Offer; (vi) general instructions (limited to
instructions for completing the Bid cum Application Form); (vii) submission of Bid cum Application Form; (viii) other
instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on
technical grounds); (ix) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious applications;
(x) mode of making refunds; (xi) Designated Date; (xii) disposal of applications; and (xiii) interest in case of delay in allotment
or refund.
SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, had introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the
UPI Mechanism for RIBs applying through Designated Intermediaries was made effective along with the existing process and
existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective until June 30, 2019.
With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with
circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by UPI Bidders through
Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated
Intermediaries to SCSBs for blocking of funds was discontinued and only the UPI Mechanism for such Bids with existing
timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever is later
(“UPI Phase II”). Subsequently, however, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30,
2020 had extended the timeline for implementation of UPI Phase II until further notice. The final reduced timeline of T+3 days
for the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) and modalities of the implementation of UPI Phase
III was notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective
on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on
or after December 1, 2023. The Offer will be undertaken pursuant to the processes and procedures under UPI Phase III, subject
to any circulars, clarifications or notifications issued by the SEBI from time to time, including the SEBI ICDR Master Circular.
Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to
SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, had introduced certain additional measures for streamlining the
process of initial public offers and redressing investor grievances. Subsequently, SEBI vide the SEBI RTA Master Circular,
consolidated and rescinded the aforementioned circulars to the extent relevant for RTAs. Furthermore, pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual bidders in initial public offerings whose
application sizes are up to ₹0.50 million shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum
Application Form submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, and SEBI master circular with circular
no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024, applications made using the ASBA facility in initial
public offerings shall be processed only after application monies are blocked in the bank accounts of Bidders (all categories).
These circulars are effective to the extent not rescinded by the SEBI RTA Master Circular for initial public offers opening on/or
after May 1, 2021, and the provisions of these circulars, as amended, are deemed to form part of this Updated Draft Red
Herring Prospectus - I.
The BRLMs shall be the nodal entity for any issues arising out of public issuance process. In terms of Regulation 23(5) and
Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA Master Circular and the SEBI
ICDR Master Circular, shall continue to form part of the agreements being signed between the intermediaries involved in the
public issuance process and BRLMs shall continue to coordinate with intermediaries involved in the said process.
SEBI pursuant to the SEBI ICDR Master Circular has introduced the disclosure of audiovisual presentation of disclosures
made in offer documents. Pursuant to the SEBI ICDR Master Circular, investors are advised not to rely on any other document,
content or information provided in respect to the public issue on the internet/online websites/social media platforms/micro-
blogging platforms by finfluencers. Further, investors are advised to rely only on the information contained in the offer
document and price band advertisement for making investment decision.
493In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in accordance with applicable
law. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking. Further, investors shall be entitled to compensation in the manner specified in the
SEBI ICDR Master Circular, as amended, in case of delays in resolving investor grievances in relation to blocking/unblocking
of funds.
Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with
applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them
under applicable law or as specified in this Updated Draft Red Herring Prospectus - I, the Red Herring Prospectus and the
Prospectus.
Further, our Company, each of the Selling Shareholders and the Members of the Syndicate are not liable for any adverse
occurrences consequent to the implementation of the UPI Mechanism for application in the Offer.
Book Building Procedure
The Offer is being made in terms of Rule 19(2)(b) of the SCRR, read with Regulation 31 of the SEBI ICDR Regulations,
through the Book Building Process in accordance with Regulation 6(2) of the SEBI ICDR Regulations wherein not less than
75% of the Offer shall be allocated on a proportionate basis to QIBs, provided that our Company in consultation with the
BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors in accordance with the SEBI ICDR Regulations, out
of which 40% shall be available for allocation as follows, (i) 33.33% shall be available for allocation to domestic Mutual Funds,
and (ii) 6.67% for life insurance companies and pension funds, subject to valid Bids being received from domestic Mutual
Funds, life insurance companies and pension funds at or above the Anchor Investor Allocation Price. In the event of under-
subscription in (ii) above, the allocation may be made to domestic Mutual Funds, at or above the Anchor Investor Allocation
Price, in accordance with the SEBI ICDR Regulations. In the event of under-subscription, or non-allotment in the Anchor
Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be
available for allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the Net QIB Portion
shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds,
subject to valid Bids being received at or above the Offer Price. Further, in accordance with Regulation 40(3) of the SEBI ICDR
Regulations, the QIB Portion will not be underwritten by the Underwriters pursuant to the Underwriting Agreement. Further,
not more than 15% of the Offer shall be available for allocation on a proportionate basis to NIBs of which one-third of the Non-
Institutional Portion will be available for allocation to Bidders with an application size of more than ₹0.20 million up to ₹1.00
million and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application size of
more than ₹1.00 million and undersubscription in either of these two sub-categories of Non-Institutional Portion may be
allocated to Bidders in the other sub-category of Non-Institutional Portion. Further, not more than 10% of the Offer shall be
available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above
the Offer Price.
Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over
proportionately from any other category or combination of categories of Bidders at the discretion of our Company, in
consultation with the BRLMs and the Designated Stock Exchange subject to receipt of valid Bids received at or above the Offer
Price. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from any other category
or a combination of categories. The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the
Stock Exchanges. However, Allotees may get the Equity Shares rematerialized subsequent to Allotment of the Equity Shares
in the Offer, subject to applicable laws.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The
Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client
ID, PAN and UPI ID, as applicable, shall be treated as incomplete and will be rejected. Bidders will not have the option
of being Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialized subsequent
to Allotment of the Equity Shares in the Offer, subject to applicable laws.
Phased implementation of Unified Payments Interface
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares. Pursuant to
the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition to
mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by RIBs through Designated
Intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working Days to
three Working Days. Considering the time required for making necessary changes to the systems and to ensure complete and
smooth transition to the UPI payment mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the
following manner:
494Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues,
whichever was later. Subsequently, the timeline for implementation of Phase I was extended until June 30, 2019. Under this
phase, a RIB had the option to submit the ASBA Form with any of the Designated Intermediary and use his/ her UPI ID for the
purpose of blocking of funds. The time duration from public issue closure to listing continued to be six Working Days.
Phase II: This phase was applicable from July 1, 2019 and was to initially continue for a period of three months or floating of
five main board public issues, whichever is later. SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 8, 2019 had decided to extend the timeline for implementation of UPI Phase II until March 31, 2020. Subsequently,
SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 had extended the timeline for
implementation of UPI Phase II until further notice. Under this phase, submission of the ASBA Form by RIBs through
Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and replaced by the UPI
Mechanism. However, the time duration from public issue closure to listing continued to be six Working Days during this
phase.
Phase III: This phase had become applicable on a voluntary basis for all issues opening on or after September 1, 2023 and on
a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”). In this phase, the time duration from public
issue closure to listing has been reduced to three Working Days.
The Offer will be made under UPI Phase III of the UPI Circular (on mandatory basis). The Offer will be advertised in all
editions of Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper
and Bengaluru edition of Kannada Prabha, a Kannada daily newspaper (Kannada being the regional language of Karnataka,
where our Registered and Corporate Office is located) each with wide circulation on or prior to the Bid/Offer Opening Date
and such advertisement shall also be made available to the Stock Exchanges for the purpose of uploading on their websites.
All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI.
Our Company will be required to appoint SCSBs as the Sponsor Bank(s) to act as conduits between the Stock Exchanges and
NPCI in order to facilitate collection of requests and / or payment instructions of the UPI Bidders.
Individual investors bidding under the Non-Institutional Portion bidding for more than ₹0.20 million and up to ₹0.50 million
using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-
syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank
account (3 in 1 type accounts), provided by certain brokers.
Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that
have been made through the UPI Mechanism. The requirements of the UPI Circulars include, appointment of a nodal officer
by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and
unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications,
and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day from the date on which
the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being
penalised under the relevant securities law.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks
(SCSBs) only after such banks provide a written confirmation on compliance with SEBI ICDR Master Circular.
Pursuant to the SEBI ICDR Master Circular, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the SEBI ICDR Master Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS
alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled,
withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later
than one Working Day from the date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the
timeline would result in the SCSBs being penalised under the relevant securities law. Further, in terms of the UPI Circulars, the
payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs,
and such application shall be made only after (i) unblocking of application amounts for each application received by the SCSB
has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
BRLMs.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be available with
the Designated Intermediaries at the Bidding Centres, and our Registered and Corporate Office. Electronic copies of the Bid
495cum Application Forms will also be available for download on the websites of NSE (www.nseindia.com) and BSE
(www.bseindia.com) at least one day prior to the Bid/ Offer Opening Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process, which
shall include the UPI Mechanism in case of UPI Bidders. Anchor Investors are not permitted to participate in the Offer through
the ASBA process.
UPI Bidders Bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the Bid cum
Application Form and the Bid cum Application Forms that do not contain the UPI ID are liable to be rejected.
ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in their respective ASBA
Accounts, or (ii) the UPI ID, as applicable in the relevant space provided in the ASBA Form. The ASBA Forms that do not
contain such details are liable to be rejected. Applications made using third party bank account or using third party linked bank
account UPI ID are liable for rejection. UPI Bidders using the UPI Mechanism may also apply through the mobile applications
using the UPI handles as provided on the website of the SEBI.
Since the Offer is made under Phase III of the UPI Circulars, ASBA Bidders may submit the ASBA Form in the manner below:
(i) RIBs (other than the UPI Bidders using UPI Mechanism) may submit their ASBA Forms with SCSBs (physically or
online, as applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type
accounts), provided by certain brokers.
(ii) UPI Bidders using the UPI Mechanism may submit their ASBA Forms with the Syndicate, Sub-Syndicate Members,
Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in
1 type accounts), provided by certain brokers.
(iii) QIBs and NIBs (other than NIBs using UPI Mechanism) may submit their ASBA Forms with SCSBs, Syndicate, Sub-
Syndicate Members, Registered Brokers, RTAs or CDPs.
The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient balance in their bank accounts to be blocked
through ASBA for their respective Bid as the application made by a Bidder shall only be processed after the Bid amount is
blocked in the ASBA account of the Bidder pursuant to the SEBI ICDR Master Circular.
Anchor Investors are not permitted to participate in the Offer through the ASBA process. For Anchor Investors, the Anchor
Investor Application Form will be available with the BRLMs.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted
at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp
are liable to be rejected. UPI Bidders using UPI Mechanism, may submit their ASBA Forms, including details of their UPI IDs,
with the Syndicate, Sub-Syndicate Members, Registered Brokers, RTAs or CDPs. RIBs authorising an SCSB to block the Bid
Amount in the ASBA Account may submit their ASBA Forms with the SCSBs (except UPI Bidders using the UPI Mechanism).
ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid
Amount can be blocked by the SCSB or the Sponsor Bank(s), as applicable at the time of submitting the Bid pursuant to the
SEBI ICDR Master Circular.
For all initial public offerings opening on or after September 1, 2022, as specified in SEBI vide its circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (rescinded and replaced by the SEBI ICDR Master Circular), the
ASBA applications in public issues shall be processed only after the application monies are blocked in the investor’s bank
accounts. Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a mandatory
confirmation on the application monies blocked. This circular shall be applicable for all categories of investors, i.e. RIB, QIB,
NIB and other reserved categories and also for all modes through which the applications are processed.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum Application Form*
Resident Indians, including resident QIBs, NIBs, RIBs and Eligible NRIs applying on a non- [●]
repatriation basis(1)
Eligible NRIs, FVCIs, FPIs and registered bilateral and multilateral institutions applying on a [●]
repatriation basis(1)
Anchor Investors(2) [●]
* Excluding electronic Bid cum Application Forms
496Notes:
(1) Electronic Bid cum Application forms and the Abridged Prospectus will also be available for download on the website of NSE (www.nseindia.com) and
BSE (www.bseindia.com)
(2) Bid cum Application Forms for Anchor Investors shall be available at the office of the BRLMs
In case of ASBA forms, the relevant Designated Intermediaries shall upload the relevant bid details in the electronic bidding
system of the Stock Exchanges, and the Stock Exchanges shall accept the ASBA applications in their electronic bidding system
only with a mandatory confirmation on application monies blocked. For UPI Bidders using UPI Mechanism, the Stock
Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor
Bank(s) to initiate UPI Mandate Request to UPI Bidders for blocking of funds. For ASBA Forms (other than UPI Bidders using
UPI Mechanism) Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSB
where the Bidder has an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank.
Stock Exchanges shall validate the electronic bids with the records of the CDP for DP ID / Client ID and PAN, on a real time
basis and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and re-submission within
the time specified by Stock Exchanges. Stock Exchanges shall allow modification of either DP ID / Client ID or PAN ID, bank
code and location code in the Bid details already uploaded.
For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor
Bank(s) on a continuous basis through API integration to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI
Bidders for blocking of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders,
who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI
ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform,
and the liability to compensate the UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions shall be with
the concerned entity (i.e., the Sponsor Bank(s), NPCI or the issuer bank) at whose end the life cycle of the transaction has come
to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Bank(s) and the
issuer bank. The Sponsor Bank(s) and the Bankers to the Offer shall provide the audit trail to the Book Running Lead Managers
for analysing the same and fixing liability.
For ensuring timely information to Bidders, SCSBs shall send SMS alerts for mandate block and unblock including details
specified in SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. In accordance with BSE Circular No: 20220803-40 and NSE
Circular No: 25/2022, each dated August 3, 2022, for all pending UPI Mandate Requests, the Sponsor Bank shall initiate
requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the
Bid/Offer Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders Bidding through the UPI Mechanism should accept UPI
Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time
shall lapse. Further, modification/cancellation of Bids (if any) shall be allowed in parallel during the Bid/Offer Period until the
Cut-Off Time.
The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid/ Offer Opening Date
until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and UPI
handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the
Offer Bidding process.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks
(SCSBs) only after such banks provide a written confirmation in accordance the SEBI RTA Master Circular and the SEBI
ICDR Master Circular in a format as prescribed by SEBI, from time to time, and such payment of processing fees to the SCSBs
shall be made in compliance with circulars prescribed by SEBI and applicable law.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in
the United States and, unless so registered, may not be offered or sold within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. Accordingly, the Equity Shares are only being offered and sold (i) within the United States
only to persons reasonably believed to be “qualified institutional buyers” (as defined in and in reliance on Rule 1 A
under the U.S. Securities Act and referred to in this Updated Draft Red Herring Prospectus - I as “U.S. QIBs”, for the
avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable
Indian regulations and referred to in this Updated Draft Red Herring Prospectus - I as “QIBs”) in transactions exempt
from or not subject to the registration requirements of the U.S. Securities Act, and (ii) outside the United States in
“offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act and the applicable
laws of the jurisdictions where those offers and sales occur.
497The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
Pursuant to NSE circular dated August 3, 2022, the following is applicable to all initial public offers opening on or after
September 1, 2022:
a. Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date and existing
process of UPI bid entry by syndicate members, registrars to the offer and depository participants shall continue till
further notice.
b. There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day for
already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be discontinued.
c. Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to 5:00
pm on the initial public offer closure day.
d. Exchanges shall display bid details of only successful ASBA blocked applications i.e. Application with latest status
as RC 100 – Block Request Accepted by Investor/ client.
Electronic registration of Bids
a. The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The Designated
Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they
may subsequently upload the off-line data file into the on-line facilities for Book Building on a regular basis before
the closure of the Offer, subject to applicable laws.
b. On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids until such time as may be permitted
by the Stock Exchanges and as disclosed in the Red Herring Prospectus.
c. Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The Designated
Intermediaries are given until 5:00 pm for Retail Individual Bidders and 4:00 pm for Non-Institutional Bidders and
QIBs, on the Bid/Offer Closing Date to modify select fields uploaded in the Stock Exchange Platform during the
Bid/Offer Period after which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further
processing.
d. QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
Participation by the Promoters, Promote Group, the BRLMs, associates and affiliates of the BRLMs and the Syndicate
Members and the persons related to the Promoters, Promoter Group, BRLMs and the Syndicate Member
The BRLMs and the Syndicate Members shall not be allowed to purchase the Equity Shares in any manner, except towards
fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs and the Syndicate
Members may bid Equity Shares in the Issue, either in the QIB Portion or in the Non-Institutional Category as may be applicable
to such Bidders, where the allocation is on a proportionate basis or in any other manner as introduced under applicable laws
and such subscription may be on their own account or on behalf of their clients. All categories of Bidders, including respective
associates or affiliates of the BRLMs and Syndicate Members, shall be treated equally for the purpose of allocation to be made
on a proportionate basis.
Neither (i) the BRLMs or any associates of the BRLMs (except Mutual Funds sponsored by entities which are associates of the
BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs sponsored by the entities which
are associate of the BRLMs or FPIs other than individuals, corporate bodies and family offices which are associates of the
BRLMs) or pension fund sponsored by entities which are associate of the BRLMs nor; (ii) any person related to the Promoters
or Promoter Group shall apply in the Offer under the Anchor Investor Portion.
For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related to the
Promoters or Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered into with the Promoters
or Promoter Group; (b) veto rights; or (c) right to appoint any nominee director on our Board.
Further, an Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) either of them controls, directly or
indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b) either of them,
directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (c) there is a common
498director, excluding a nominee director, amongst the Anchor Investor and the BRLMs. Further, persons related to our Promoters
and Promoter Group shall not apply in the Offer under the Anchor Investor Portion.
Except to the extent of participation in the Offer for Sale by the Promoters, and members of the Promoter Group will not
participate in the Offer.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid
cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to reject any Bid without
assigning any reason thereof, subject to applicable law.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned
schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and
such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids
clearly indicate the scheme concerned for which the Bid has been made.
No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity related instruments of any single
company provided that the limit of 10% shall not be applicable for investments in case of index funds or exchange traded fund
or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s
paid-up share capital carrying voting rights.
Bids by Eligible NRIs
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied
by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI Bidders
bidding on a repatriation basis by using the Non-Resident Forms should authorise their respective SCSB (if they are Bidding
directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism) to
block their Non- Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) accounts, and eligible
NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorise their respective SCSB (if they are
Bidding directly through SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism)
to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission of the Bid cum
Application Form.
NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars). Further, subject
to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the Offer, provided the UPI facility
is enabled for their NRE/ NRO accounts. NRIs applying in the Offer through the UPI Mechanism are advised to enquire with
the relevant bank, whether their account is UPI linked, prior to submitting a Bid cum Application Form. In accordance with
FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of the total paid-up equity
share capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures or preference
shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not exceed
10% of the total paid-up equity share capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series
of debentures or preference shares or share warrant or such other limit as may be stipulated by RBI in each case, from time to
time. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the
members of the Indian Company in a general meeting. Pursuant to a resolution passed by the Shareholders in a general meeting
dated September 19, 2025, the investment limit for NRIs and OCIs has been increased to 24% of the total paid-up Equity Share
capital of our Company, on a fully diluted basis.
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour).
Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents ([●]
in colour).
For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 513. Participation of
Eligible NRIs shall be subject to the FEMA Non-debt Instruments Rules.
Bids by HUFs
Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder should specify
that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name of
499sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by
HUFs will be considered at par with Bids from individuals.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section, the key terms
for participation by Anchor Investors are provided below.
1) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the Book
Running Lead Managers.
2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 million. A
Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual
schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100 million.
3) 40% out of the Anchor Investor Portion shall be made available for allocation, as follows, (i) 33.3% shall be available
for allocation to domestic Mutual Funds, and (ii) 6.67 for Life Insurance Companies and Pension Funds subject to
valid Bids being received from domestic Mutual Funds, Life Insurance Companies and Pension Funds at or above the
Anchor Investor Allocation Price.In the event of under-subscription in (ii) above, the allocation may be made to
domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR
Regulations.
4) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date and will be completed
on the same day.
5) Our Company in consultation with the Book Running Lead Managers will finalize allocation to the Anchor Investors
on a discretionary basis, subject to the following: (i) minimum of two and maximum of 15 such investors shall be
permitted for allocation up to ₹2,500 million, subject to minimum allotment of ₹50 million per such investor; and (ii)
in case of allocation above ₹2,500 million, a minimum of five such investors and a maximum of 15 such investors for
allocation up to ₹2,500 million and an additional 15 such investors for every additional ₹2,500 million or part thereof,
shall be permitted, subject to a minimum allotment of ₹50 million per such investor.
6) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity Shares
allocated to Anchor Investors and the price at which the allocation is made, will be made available in the public domain
by the Book Running Lead Managers before the Bid/ Offer Opening Date, through intimation to the Stock Exchanges.
7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the
Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price.
9) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period
of 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to Anchor Investors shall
be locked in for a period of 30 days from the date of Allotment.
10) Neither the Book Running Lead Managers or any associate of the Book Running Lead Managers (other than Mutual
Funds sponsored by entities which are associates of the BRLMs or AIFs sponsored by entities which are associates of
the BRLMs or FPIs (other than individuals, corporate bodies and family offices) which are associates of the BRLMs
or insurance companies promoted by entities which are associates of the BRLMs or pension funds sponsored by entities
which are associates of the BRLMs) shall apply in the Offer under the Anchor Investors Portion. For details, see “Offer
Procedure – Participation by the Promoters, Promoter Group, the BRLMs, associates and affiliates of the BRLMs and
the Syndicate Members and the persons related to Promoters, Promoter Group, BRLMs and the Syndicate Members”
on page 498. Further, the Promoters, Promoter Group or any person related to the Promoters or members of the
Promoter Group shall not apply under the Anchor Investors category.
11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
Bids by FPIs
500In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required
to be attached to the Bid cum Application Form, failing which our Company, in consultation with the BRLMs, reserves the
right to reject any Bid without assigning any reason, subject to applicable laws.
To ensure compliance with the applicable limits, SEBI, pursuant to its master circular bearing reference number
SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022 and the SEBI RTA Master Circular, has directed that at the time
of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India for
checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs/ FPI investor group who have
invested in the Offer to ensure there is no breach of the investment limit, within the timelines for Offer procedure, as prescribed
by SEBI from time to time.
Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs
shall not be treated as multiple Bids:
• FPIs which utilise the multi-investment manager structure, indicating the name of their respective investment managers
in such confirmation;
• Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative
investments;
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
• FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or fund has
multiple investment strategies/sub-funds with identifiable differences and managed by a single investment manager;
• Multiple branches in different jurisdictions of foreign bank registered as FPIs;
• Government and Government related investors registered as Category 1 FPIs; and
• Entities registered as collective investment scheme having multiple share classes.
The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as a
single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the applicant FPIs
(with same PAN).
FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified by
the Government from time to time. In terms of the FEMA Non-debt Instruments Rules, for calculating the aggregate holding
of FPIs in a company, holding of all registered FPIs shall be included.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of
the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments (as defined under
the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held
by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only
by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for
registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’
norms; and (iv) such other conditions as may be specified by SEBI from time to time.
An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative instruments
issued by, or on behalf of it subject to, inter alia, the following conditions:
(a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred are pre-approved by the FPI.
The FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for Non-Residents (in [●]
colour).
Further, as specified in the General Information Document, Bids received from FPIs bearing the same PAN shall be treated as
multiple Bids and are liable to be rejected, except for Bids from FPIs that utilize the multiple investment manager structure
(“MIM Structure”) in accordance with the SEBI master circular bearing reference number SEBI/HO/AFD-2/CIR/P/2022/175
dated December 19, 2022, provided such Bids have been made with different beneficiary account numbers, Client IDs and DP
501IDs. Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and bear the
same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with
different beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation in the Bid cum Application
Forms that the relevant FPIs making multiple Bids utilize the MIM Structure and indicate the names of their respective
investment managers in such confirmations. In the absence of such confirmation from the relevant FPIs, such multiple Bids
shall be rejected.
Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB Bidder should
not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by an FPI Bidder utilising the
MIM Structure shall be aggregated for determining the permissible maximum Bid. Further, please note that as disclosed in this
Updated Draft Red Herring Prospectus - I read with the General Information Document, Bid Cum Application Forms are liable
to be rejected in the event that the Bid in the Bid cum Application Form “exceeds the Offer size and/or investment limit or
maximum number of the Equity Shares that can be held under applicable laws or regulations or maximum amount permissible
under applicable laws or regulations, or under the terms of the Red Herring Prospectus.”
For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same multiple entities
having common ownership directly or indirectly of more than 50% or common control) (collective, the “FPI Group”) shall be
below 10% of the total paid-up equity share capital of our Company on a fully diluted basis. Any Bids by FPIs and/ or the FPI
Group (including but not limited to (a) FPIs Bidding through the MIM Structure; or (b) FPIs with separate registrations for
offshore derivative instruments and proprietary derivative instruments) for 10% or more of our total paid-up post Offer equity
share capital shall be liable to be rejected.
In terms of the SEBI FPI Regulations, the offer of Equity Shares to a single FPI or an investor group (which means multiple
entities having common ownership directly or indirectly of more than 50% or common control) must be below 10% of our total
paid-up Equity Share capital of our Company, on a fully diluted basis. Further, in terms of the FEMA Rules, the total holding
by each FPI, of an investor group, shall be below 10% of the total paid-up Equity Share capital of our Company on a fully
diluted basis and the aggregate limit for FPI investments shall be the sectoral caps applicable to our Company, which is 100%
of the total paid-up Equity Share capital of our Company on a fully diluted basis. In case the total holding of an FPI or investor
group increases beyond 10% of the total paid-up Equity Share capital of our Company, on a fully diluted basis, the total
investment made by the FPI or investor group will be re-classified as FDI subject to the conditions as specified by SEBI and
the RBI in this regard and our Company and the investor will be required to comply with applicable reporting requirements.
Further, the total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable to
the sector in which our Company operates (i.e., up to 100%).
For details of investment by FPIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 513. Participation of
FPIs shall be subject to the FEMA Non-debt Instruments Rules.
All non-resident Bidders should note that refunds (in case of Anchor Investors), dividends and other distributions, if
any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company, each of the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the Bidder
on account of conversion of foreign currency.
Bids by SEBI registered VCFs, AIFs and FVCIs
The SEBI AIF Regulations prescribe, among other things, the investment restrictions on AIFs. The SEBI VCF Regulations and
the SEBI FVCI Regulations prescribe, among other things, the investment restrictions on VCFs and FVCIs, respectively,
registered with SEBI. While the SEBI VCF Regulations have since been repealed, the funds registered as VCFs under the SEBI
VCF Regulations continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the
fund is wound up and such fund shall not launch any new scheme after the notification of the SEBI AIF Regulations. The
holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the corpus of the VCF
of FVCI. Further, VCFs and FVCIs can invest only 33.33% of the investible funds in various prescribed instruments, including
in public offering.
Further, the SEBI AIF Regulations prescribe, among other things, the investment restrictions on AIFs. Category I AIFs and
Category II AIFs cannot invest more than 25% of the investible funds in one investee company directly or through investment
in the units of other AIFs. A Category III AIF cannot invest more than 10% of the investible funds in one investee company
directly or through investment in the units of other AIFs. AIFs which are authorised under the fund documents to invest in units
of AIFs are prohibited from offering their units for subscription to other AIFs.
All non-resident Bidders should note that refunds (in case of Anchor Investors), dividends and other distributions, if
any, will be payable in Indian Rupees only and net of bank charges and commission.
502Participation of VCFs, AIFs or FVCIs in the Offer shall be subject to the FEMA NDI Rules.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified
copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum
Application Form. Failing this, our Company, in consultation with the BRLMs reserves the right to reject any Bid without
assigning any reason thereof, subject to applicable law.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by
RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum
Application Form, failing which our Company, in consultation with the BRLMs reserves the right to reject any Bid without
assigning any reason thereof, subject to applicable law. Further, the aggregate investment by a banking company in subsidiaries
and other entities engaged in financial and non-financial services company cannot exceed 20% of the bank’s paid-up share
capital and reserves.
The investment limit for banking companies in non-financial services companies as per the as per the Banking Regulation Act,
1949 (“Banking Regulation Act”) and the Master Directions - Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016, as amended, is 10% of the paid-up share capital of the investee company, not being its subsidiary engaged in
non-financial services, or 10% of the bank’s own paid-up share capital and reserves, whichever is lower.
However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid up share capital
of such investee company, subject to prior approval of the RBI if (i) the investee company is engaged in non-financial activities
permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act; or (ii) the additional acquisition is
through restructuring of debt, or to protect the banking company’s interest on loans/investments made to a company. The bank
is required to submit a time bound action plan to the RBI for the disposal of such shares within a specified period. Further no
bank shall hold along with its subsidiaries, associates or joint ventures or entities directly or indirectly controlled by the bank;
and mutual funds managed by asset management companies controlled by the bank, more than 20% of the investee company’s
paid-up share capital engaged in non-financial services. However, this cap does not apply to the cases mentioned in (i) and (ii)
above.
The aggregate equity investments made by a banking company in all subsidiaries and other entities engaged in financial services
and non-financial services, including overseas investments shall not exceed 20% of the bank’s paid-up share capital and
reserves. Bids by banking companies should not exceed the investment limits prescribed for them under the applicable laws.
The banking company is required to submit a time-bound action plan for disposal of such shares within a specified period to
RBI. A banking company would require a prior approval of RBI to make investment in a (i) subsidiary or a financial services
company that is not a subsidiary (with certain exceptions prescribed); and (ii) non-financial services company in excess of 10%
of such investee company’s paid-up share capital as stated in para 5(a)(v)(c)(i) of the Master Direction - Reserve Bank of India
(Financial Services provided by Banks) Directions, 2016, as amended.
Bids by SCSBs
SCSBs participating in the Offer are required to comply with applicable law, including the terms of the SEBI circulars (Nos.
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013, respectively. Such SCSBs
are required to ensure that for making applications on their own account using ASBA, they should have a separate account in
their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making
application in public issues and clear demarcated funds should be available in such account for such applications.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by
IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves
the right to reject any Bid without assigning any reason thereof, subject to applicable law.
The exposure norms for insurers are prescribed under the IRDAI (Actuarial, Finance and Investment Functions of Insurers)
Regulations, 2024, based on investments in the equity shares of a company, the entire group of the investee company and the
industry sector in which the investee company operates. Insurance companies are entitled to invest only in other listed insurance
companies and insurance companies participating in the Offer are advised to refer to the IRDAI (Actuarial, Finance and
Investment Functions of Insurers) Regulations, 2024, for specific investment limits applicable to them and shall comply with
all applicable regulations, guidelines and circulars issued by IRDAI from time to time.
503Bids by provident funds/ pension funds
In case of Bids made by provident funds with minimum corpus of ₹250 million and pension funds with minimum corpus of
₹250 million, registered with the Pension Fund Regulatory and Development Authority established under Section 3(1) of the
Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable laws, a certified copy of a certificate
from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached to the Bid cum
Application Form. Failing this, our Company, in consultation with the BRLMs reserves the right to reject any Bid, without
assigning any reason thereof.
Bids under power of attorney
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, Eligible
FPIs, AIFs, Mutual Funds, insurance companies, systemically important NBFCs, insurance funds set up by the army, navy or
air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident
funds with a minimum corpus of ₹250 million (subject to applicable law) and pension funds with a minimum corpus of ₹250
million registered with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section
3 of the Pension Fund Regulatory and Development Authority Act, 2013 (in each case, subject to applicable law and in
accordance with their respective constitutional documents), a certified copy of the power of attorney or the relevant resolution
or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or
bye laws must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs
reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason thereof.
Our Company, in consultation with the BRLMs in their absolute discretion, reserves the right to relax the above condition of
simultaneous lodging of the power of attorney along with the Bid cum Application Form subject to the terms and conditions
that our Company, in consultation with the BRLMs may deem fit.
Bids by Systemically Important Non-Banking Financial Companies
In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate of registration
issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis and a net worth certificate from
its statutory auditor, and (iii) such other approval as may be required by the Systemically Important NBFCs, are required to be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to
reject any Bid without assigning any reason thereof, subject to applicable law. Systemically Important NBFCs participating in
the Offer shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
Please note that in terms of notification dated June 14, 2021 issued by the RBI, new investors from Financial Action Task Force
non-compliant jurisdictions are not permitted to acquire, directly or indirectly, 20% or more of the voting power of any payment
system operators (“PSO”) or any entity seeking authorization as a PSO. However, existing investors may continue holding their
investments in PSOs made prior to classification of their jurisdiction as FATF non-compliant and/or bring in additional
investments as per the extant regulations
In accordance with existing regulations issued by the RBI, OCBs cannot participate in the Offer.
The above information is given for the benefit of the Bidders. Our Company, each of the Selling Shareholders and the
BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may
occur after the date of this Updated Draft Red Herring Prospectus - I. Bidders are advised to make their independent
investigations and ensure that any single Bid from them does not exceed the applicable investment limits or maximum
number of the Equity Shares that can be held by them under applicable law or regulation or as specified in the Red
Herring Prospectus and the Prospectus, when filed.
Information for Bidders
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum
Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the
Acknowledgment Slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary
does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable and
by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier
Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof
of his or her having revised the previous Bid.
504In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software of
the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory
and other requirements by our Company and/or the BRLMs are cleared or approved by the Stock Exchanges; nor does it in any
manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other requirements,
nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or
project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the
contents of this Updated Draft Red Herring Prospectus - I or the Red Herring Prospectus; nor does it warrant that the Equity
Shares will be listed or will continue to be listed on the Stock Exchanges.
General Instructions
Please note that QIBs and NIBs are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity
of Equity Shares or the Bid Amount) at any stage. RIBs can revise their Bid(s) during the Bid/Offer Period and withdraw their
Bid(s) until Bid/Offer Closing Date. Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor
Bid/Offer Period.
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their Bids through the
ASBA process only;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the prescribed
form;
4. Ensure that you (other than in the case of Anchor Investors) have mentioned the correct details of ASBA Account
number (i.e. bank account number or UPI ID, as applicable) and PAN in the Bid cum Application Form if you are not
an UPI Bidder using the UPI Mechanism in the Bid cum Application Form and if you are an UPI Bidder using the UPI
Mechanism ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters including the
handle), in the Bid cum Application Form;
5. UPI Bidders using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the bank
appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that
the name of the app and the UPI handle which is used for making the application appears in the list available on the
website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated
from time to time and at such other websites as may be prescribed by SEBI from time to time;
6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre (except in case of electronic Bids) within the prescribed time. Bidders
(other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the General
Information Document;
7. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB, before
submitting the ASBA Form to any of the Designated Intermediaries;
8. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with the Syndicate Members, Registered Brokers,
RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated Intermediary;
9. Bidders not using the UPI Mechanism should submit their Bid cum Application Form directly with SCSBs and/or the
designated branches of SCSBs or the relevant Designated Intermediary, as applicable;
10. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms. If the
First Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is signed by the ASBA
Account holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form
(for all ASBA Bidders other than UPI Bidders Bidding using the UPI Mechanism);
11. Ensure that you request for and receive a stamped acknowledgement counterfoil or acknowledgement specifying the
application number as a proof of having accepted Bid cum Application Form for all your Bid options from the
concerned Designated Intermediary, if applicable;
50512. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should
contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account
held in joint names. Ensure that the signature of the First Bidder is included in the Bid cum Application Forms;
13. UPI Bidders in the Offer to ensure that they shall use only their own ASBA Account or only their own bank account
linked UPI ID which is UPI 2.0 certified by NPCI to make an application in the Offer and not ASBA Account or bank
account linked UPI ID of any third party;
14. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;
15. RIBs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the Designated
Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate Request received from the
Sponsor Banks to authorise blocking of funds equivalent to the revised Bid Amount in the RIB’s ASBA Account;
16. RIBs not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and/or the
designated branches of SCSBs;
17. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form or have
otherwise provided an authorisation to the SCSB or Sponsor Bank(s), as applicable, via the electronic mode, for
blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, as
the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and participating
in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor
Bank(s) for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;
18. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of the SEBI circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008, may be exempt from specifying their PAN
for transacting in the securities market, (ii) submitted by Bidders who are exempt from the requirement of
obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by persons resident in the state
of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for
transacting in the securities market, all Bidders should mention their PAN allotted under the Income Tax Act. The
exemption for the Central or the State Government and officials appointed by the courts and for Bidders residing in
the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the
exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account
remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details
evidencing the same. All other applications in which PAN is not mentioned will be rejected;
19. Ensure that the Demographic Details are updated, true and correct in all respects;
20. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;
21. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper upload
of your Bid in the electronic Bidding system of the Stock Exchanges;
22. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents
are submitted;
23. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian
laws;
24. Since the Allotment will be in dematerialised form only, ensure that the Bidder’s depository account is active, the
correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form and that
the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO system
of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client
ID, PAN and UPI ID, if applicable, available in the depository database;
25. Ensure that when applying in the Offer using UPI, the name of your SCSB appears in the list of SCSBs displayed on
the SEBI website which are live on UPI;
50626. UPI Bidders who wish to Bid using the UPI Mechanism, should submit Bid with the Designated Intermediaries,
pursuant to which the UPI Bidder should ensure acceptance of the UPI Mandate Request received from the Sponsor
Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA Account;
27. Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs;
28. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00 p.m. on the
Bid/ Offer Closing Date;
29. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are
required to submit a confirmation that their Bids are under the MIM Structure and indicate the name of their investment
managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the
absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected;
30. UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI
Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon the
authorisation of the mandate using his/her UPI PIN, a UPI Bidder may be deemed to have verified the attachment
containing the application details of the UPI Bidder in the UPI Mandate Request and have agreed to block the entire
Bid Amount and authorised the Sponsor Bank(s) to block the Bid Amount mentioned in the Bid Cum Application
Form;
31. Bids by Eligible NRIs for a Bid Amount of less than ₹0.20 million would be considered under the retail category for
the purposes of allocation and Bids for a Bid Amount exceeding ₹0.20 million would be considered under the non-
institutional category for allocation in the Offer;
32. UPI Bidders who have revised their Bids subsequent to making the initial Bid should also approve the revised UPI
Mandate Request generated by the Sponsor Bank(s) to authorize blocking of funds equivalent to the revised Bid
Amount and subsequent debit of funds in case of Allotment in a timely manner;
33. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for Anchor
Investors and UPI Bidders bidding using the UPI Mechanism) is submitted to a Designated Intermediary in a Bidding
Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least
one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available
on the website of SEBI at www.sebi.gov.in); and
34. The ASBA bidders shall ensure that bids above ₹0.50 million, are uploaded only by the SCSBs.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Application
made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the list available on
the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from
time to time and at such other websites as may be prescribed by SEBI from time to time, is liable to be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;
3. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
4. Do not Bid at Cut-off Price (for Bids by QIBs and NIBs);
5. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
6. Do not submit the Bid for an amount more than funds available in your ASBA account;
7. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application
Forms in a colour prescribed for another category of a Bidder;
8. In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account;
9. If you are a UPI Bidder and are using UPI Mechanism, do not submit more than one Bid cum Application Form for
each UPI ID;
50710. Anchor Investors should not Bid through the ASBA process;
11. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms or to our Company;
12. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;
13. Do not submit the General Index Register (GIR) number instead of the PAN;
14. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;
15. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;
16. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);
17. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;
18. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
19. Do not Bid on another ASBA Form or the Anchor Investor Application Form, as the case may be, after you have
submitted a Bid to any of the Designated Intermediaries;
20. Do not Bid for Equity Shares in excess of what is specified for each category;
21. If you are a QIB, do not submit your Bid after 3 p.m. on the Bid/Offer Closing Date (for online applications) and after
12:00 p.m. on the Bid/ Offer Closing Date (for physical applications);
22. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for, exceeds the Offer size and/or
investment limit or maximum number of the Equity Shares that can be held under applicable laws or regulations or
maximum amount permissible under applicable laws or regulations, or under the terms of the Red Herring Prospectus;
23. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount)
at any stage, if you are a QIB or a NIB. RIBs can revise or withdraw their Bids on or before the Bid/ Offer Closing
Date;
24. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres. If you are UPI Bidder
and are using UPI Mechanism, do not submit the ASBA Form directly with SCSBs;
25. If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries and using
your UPI ID for the purpose of blocking of funds, do not use any third-party bank account or third party linked bank
account UPI ID;
26. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case
of Bids submitted by UPI Bidders using the UPI Mechanism;
27. Do not submit a Bid cum Application Form with a third-party UPI ID or using a third-party bank account (in case of
Bids submitted by UPI Bidders using the UPI Mechanism);
28. Do not submit the Bid cum Application Forms to any non-SCSB bank;
29. Do not Bid for a Bid Amount exceeding ₹0.20 million (for Bids by Retail Individual Bidders);
30. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an SCSB
or bank which is not mentioned in the list provided on the SEBI website is liable to be rejected;
31. Do not Bid if you are an OCB; and
32. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any Bids
above ₹0.50 million.
508The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Further, in case of any pre-Offer or post Offer related issues regarding share certificates/ dematerialised credit/refund
orders/unblocking etc., Bidders can reach out to our Company Secretary and Compliance Officer. For details of our Company
Secretary and Compliance Officer, see “General Information” on page 108.
For helpline details of the BRLMs pursuant to the SEBI/HO/CFD/DIL-2/OW/P/2021/2481/1/M dated March 16, 2021, see
“General Information - Book Running Lead Managers” on page 109.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information Document.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15%
per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is
placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking of multiple
amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a
uniform rate of ₹100 per day or 15% per annum of the total cumulative blocked amount except the original application amount,
whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking
of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum
of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of
actual unblock; and (iv) any delay in unblocking of non-allotted/ partially allotted Bids, exceeding two Working Days from the
Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid
Amount, whichever is higher for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by
the SCSB responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the
liability on such intermediary or entity responsible for such delay in unblocking. The post Offer BRLMs shall be liable for
compensating the Bidder at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the
date of receipt of the investor grievance until the date on which the blocked amounts are unblocked. The Bidder shall be
compensated in the manner specified in the SEBI ICDR Master Circular, which for the avoidance of doubt, shall be deemed to
be incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchanges, along with the BRLMs and the Registrar, shall ensure that the
Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR
Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any Allotment in excess of the Equity Shares offered through the Red Herring Prospectus and the
Prospectus except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the
Designated Stock Exchange. Further, upon oversubscription, an Allotment of not more than 1% of the Offer to public may be
made for the purpose of making Allotment in minimum lots.
The allotment of Equity Shares to applicants other than to the RIBs, NIBs and Anchor Investors shall be on a proportionate
basis within the respective investor categories and the number of securities allotted shall be rounded off to the nearest integer,
subject to minimum allotment being equal to the minimum application size as determined and disclosed. The Allotment of
Equity Shares to Anchor Investors shall be on a discretionary basis.
The allotment of Equity Shares to each RIB shall not be less than the minimum Bid Lot, subject to the availability of shares in
RIB Portion, and the remaining available Equity Shares, if any, shall be allotted on a proportionate basis. Not more than 15%
of the Offer shall be available for allocation to Non-Institutional Bidders. The Equity Shares available for allocation to Non-
Institutional Bidders under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion available
to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹0.20 million and up to ₹1.00
million, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an
application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-
categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders. The allotment of Equity Shares
to each NIB shall not be less than minimum application size, subject to the availability of Equity Shares in Non-Institutional
Portion, and the remaining Equity Shares, if any, shall be allotted on a proportionate basis in accordance with the conditions
specified in this regard in the SEBI ICDR Regulations.
509Payment into Escrow Account(s) for Anchor Investors
Our Company in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor Investors to whom
the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be
notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment into the Escrow Account(s)
should be drawn in favour of:
(a) In case of resident Anchor Investors: “[●]”
(b) In case of Non-Resident Anchor Investors: “[●]”
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement
amongst our Company, each of the Selling Shareholders, the Syndicate, the Escrow Collection Bank and the Registrar to the
Offer to facilitate collections of Bid amounts from Anchor Investors.
Pre-Offer Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus with the RoC
and at least two Working Days prior to the Bid/Offer Opening Date, publish a pre-Offer and Price Band advertisement, in all
editions of Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper
and Bengaluru edition of Kannada Prabha, a Kannada daily newspaper (Kannada being the regional language of Karnataka,
where our Registered and Corporate Office is located), each with wide circulation.
In the pre-Offer and Price Band advertisement, we shall state the Bid/ Offer Opening Date, Floor Price, Price Band and the Bid/
Offer Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the
format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
Allotment Advertisement
Our Company, the BRLMs and the Registrar to the Offer shall publish an allotment advertisement before commencement of
trading, disclosing the date of commencement of trading in all editions of Financial Express, an English national daily
newspaper, all editions of Jansatta, a Hindi national daily newspaper and Bengaluru edition of Kannada Prabha, a Kannada
daily newspaper (Kannada being the regional language of Karnataka, where our Registered and Corporate Office is located),
each with wide circulation.
The Allotment advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar to the
Offer, before 9:00 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock Exchanges
where the Equity Shares are proposed to be listed, provided such final listing and trading approval from all the Stock
Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading approval from all the
Stock Exchanges is received post 9:00 p.m. IST on the date of receipt of the final listing and trading approval from all
the Stock Exchanges where the Equity Shares are proposed to be listed, then the Allotment advertisement shall be
uploaded on the websites of our Company, the BRLMs and the Registrar to the Offer, following the receipt of final
listing and trading approval from all the Stock Exchanges.
The above information is given for the benefit of the Bidders/applicants. Our Company, each of the Selling Shareholders
and the members of the Syndicate are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of this Updated Draft Red Herring Prospectus - I. Bidders/applicants are
advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed
the prescribed limits under applicable laws or regulations.
Signing of the Underwriting Agreement and the RoC Filing
(a) Our Company, each of the Selling Shareholders and the Underwriters intend to enter into an Underwriting Agreement
(a) prior to filing the Red Herring Prospectus with the RoC, or (b) on or immediately after the finalisation of the Offer
Price but prior to the filing of Prospectus with the RoC, as applicable, in accordance with the nature of underwriting
which is determined in accordance with Regulation 40 (3) of SEBI ICDR Regulations.
(b) After signing the Underwriting Agreement and finalisation of the Offer Price, an updated Red Herring Prospectus will
be filed with the RoC in accordance with applicable law, which then would be termed as the ‘Prospectus’. The
Prospectus will contain details of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting
arrangements and will be complete in all material respects.
510Impersonation
Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, which
is reproduced below:
“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹1 million or one
per cent of the turnover of our Company, whichever is lower, includes imprisonment for a term which shall not be less than six
months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three
times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further,
where the fraud involves an amount less than ₹1 million or one per cent of the turnover of the company, whichever is lower,
and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which
may extend to five years or with fine which may extend to ₹5 million or with both.
Undertakings by our Company
Our Company undertakes the following:
• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;
• all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock
Exchanges where the Equity Shares are proposed to be listed shall be taken within three Working Days from the
Bid/Offer Closing Date or such other time as prescribed by SEBI under applicable law;
• if Allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded/unblocked within the time prescribed under applicable law. If there is delay beyond the
prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI ICDR
Regulations and applicable law for the delayed period;
• the funds required for making refunds/unblocking (to the extent applicable) to unsuccessful Bidders as per the mode(s)
disclosed shall be made available to the Registrar to the Offer by our Company;
• that if the Offer is withdrawn after the Bid/ Offer Closing Date, our Company shall be required to file a fresh offer
document with SEBI, in the event a decision is taken to proceed with the Offer subsequently;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall
be sent to the unsuccessful Bidder within the time prescribed under applicable law, giving details of the bank where
refunds shall be credited along with amount and expected date of electronic credit of refund;
• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders;
• Promoters’ contribution, if any, shall be brought in advance before the Bid/ Offer Opening Date and the balance, if
any, shall be brought in on a pro rata basis before calls are made on the Allottees
• Except for the issue of Equity Shares pursuant to the exercise of vested options under the PSOP, there will be no
further issue of Equity Shares whether by way of issue of bonus shares, rights issue, preferential issue or in any other
manner during the period commencing from the date of filing of this Updated Draft Red Herring Prospectus - I with
SEBI until the listing of the Equity Shares on the Stock Exchanges pursuant to the Offer or until the Bid monies are
refunded/unblocked in the relevant ASBA Accounts on account of non-listing, undersubscription, or for any other
reason; and
511• our Company, reserves the right not to proceed with the Offer, in whole or in part thereof, after the Bid/ Offer Opening
Date but before the Allotment. In such an event, our Company would issue a public notice in the newspapers in which
the pre-Offer advertisements were published, within two days of the Bid/ Offer Closing Date or such other time as
may be prescribed by SEBI, providing reasons for not proceeding with the Offer and inform the Stock Exchanges
promptly on which the Equity Shares are proposed to be listed.
Undertakings by the Selling Shareholders
Each of the Selling Shareholders, severally and not jointly, in relation to itself as a Selling Shareholder and its respective portion
of the Offered Shares undertakes that:
• the Offered Shares have been held by it are in accordance with Regulation 8 and 8A of the SEBI ICDR Regulations;
• it is the legal and beneficial owner of Offered Shares;
• the Offered Shares shall be transferred to the Allottees free and clear of any encumbrances; and
• only the statements and undertakings provided above, in relation to the Selling Shareholders and their respective
portion of Offered Shares are statements which are specifically confirmed or undertaken by it in relation to itself and
its respective portion of the Offered Shares and shall be deemed to be “statements and undertakings made or
confirmed” by such Selling Shareholder. No other statement in this Updated Draft Red Herring Prospectus - I will
be deemed to be “made or confirmed” by the Selling Shareholders, even if such statement relates to the Selling
Shareholders.
Utilisation of Offer Proceeds
All the monies received out of the Offer shall be credited / transferred to a separate bank account other than the bank account
referred to in sub-section (3) of Section 40 of the Companies Act.
512RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the GoI and FEMA. While the
Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different
sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. The RBI and the
concerned ministries/departments are responsible for granting approval for foreign investment. The Government has from time
to time made policy pronouncements on foreign direct investment (“FDI”) through press notes and press releases. The DPIIT,
issued the Consolidated FDI Policy, which, with effect from October 15, 2020, consolidated and superseded all previous press
notes, press releases, circulars and clarifications on FDI issued by the DPIIT that were in force and effect as on October 15,
2020. The Consolidated FDI Policy will be valid until the DPIIT issues an updated circular. FDI in companies engaged in
financial services regulated by regulators such as RBI, IRDAI, SEBI and sectors/ activities which are not listed in the
Consolidated FDI Policy and the FEMA Rules is permitted up to 100% of the paid-up share capital of such company under the
automatic route, subject to compliance with certain prescribed conditions. For further details, see “Key Regulations and
Policies” on page 235.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that (i) the activities of the investee company are under the automatic route under the FDI Policy and transfer does not attract
the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI
Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/ RBI.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the FEMA Rules,
any investment, subscription, purchase or sale of equity instruments by entities of a country which shares land border with India
or where the beneficial owner of an investment into India is situated in or is a citizen of any such country (“Restricted
Investors”), will require prior approval of the Government, as prescribed in the Consolidated FDI Policy and the and the FEMA
Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India,
directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent
change in the beneficial ownership will also require approval of the Government. Pursuant to the FEMA Rules, a multilateral
bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country be treated
as the beneficial owner of the investments of such bank or fund in India. Each Bidder should seek independent legal advice
about its ability to participate in the Offer. In the event such prior approval of the GoI is required, and such approval has been
obtained, the Bidder shall intimate our Company and the Registrar to the Offer in writing about such approval along with a
copy thereof within the Offer Period.
As per the existing policy of the Government of India, OCBs cannot participate in the Offer. For further details, see “Offer
Procedure” on page 493.
In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be
included. The aggregate limit for FPI investments shall be the sectoral cap applicable to our Company. In accordance with the
FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of the total paid-up equity
capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures or preference shares or
share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of
the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures
or preference shares or share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution
to that effect is passed by the general body of the Indian company. Our Company has, pursuant to a Board resolution dated
September 12, 2025 and Shareholders’ resolution dated September 19, 2025, increased the limit of investment of NRIs and
OCIs from 10% to up to 24% of the paid-up equity share capital of our Company, provided however that the shareholding of
each NRI in our Company shall not exceed 5% of the Equity Share capital or such other limit as may be stipulated by RBI in
each case, from time to time.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any other applicable law of the
United States and, unless so registered, may not be offered or sold within the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state
securities laws. Accordingly, the Equity Shares are being offered and sold (i) within the United States only to persons reasonably
believed to be “qualified institutional buyers” (as defined in and in reliance on Rule 144A under the U.S. Securities Act and
referred to in this Updated Draft Red Herring Prospectus - I as “U.S. QIBs”, for the avoidance of doubt, the term U.S. QIBs
does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in this Updated
Draft Red Herring Prospectus - I as “QIBs”) in transactions exempt from or not subject to the registration requirements of the
U.S. Securities Act, and (ii) outside the United States in “offshore transactions” as defined in and in reliance on Regulation S
under the U.S. Securities Act and the applicable laws of the jurisdictions where those offers and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the
applicable laws of such jurisdiction.
513The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the BRLMs
are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Updated Draft Red Herring Prospectus - I. Bidders are advised to make their independent investigations
and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.
514SECTION IX: DESCRIPTION OF EQUITY SHARE AND TERMS OF ARTICLES OF ASSOCIATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our
Company. The main provisions of the Articles of Association of our Company are detailed below. No material clause of the
Articles of Association having a bearing on the Offer or the disclosures required in this Updated Draft Red Herring Prospectus
– I has been omitted.
The Articles of Association of our Company comprise of two parts, Part A and Part B, which parts shall, unless the context
otherwise requires, co-exist with each other until the date of receipt of final listing and trading approvals from the Stock
Exchanges for the listing and trading of the Equity Shares pursuant to the initial public offering by our Company (“Listing”).
In case of inconsistency or contradiction, conflict or overlap between Part A and Part B, the provisions of Part B shall prevail
and be applicable until Listing. However, all articles of Part B shall automatically stand deleted and cease to have any force
and effect from the date of receipt of final listing and trading approvals from the Stock Exchanges for the listing and trading of
the Equity Shares pursuant to the initial public offering by our Company, and the provisions of Part A shall continue to be in
effect and be in force, without any further corporate or other action, by our Company or by its shareholders.
PART A
1. CONSTITUTION
1.1 Subject as hereinafter provided the regulations contained in Table “F” in the First schedule to the Companies Act (defined
below), as far as the same are applicable to a public company (as defined in the Companies Act) except provisions which
are applicable only to a one-person company, shall apply to the Company except in so far as they have implied or expressly
modified by what is contained in these Articles mentioned herein and as altered or amended from time to time.
2. INTERPRETATION
2.1 In Part A of these Articles, the following words and expressions shall have the meanings assigned to them herein,
unless excluded by the subject or context:
“Affiliate” means:
(a) in relation to a natural person: the spouse, parent, sibling or child (including a step parent, step sibling and
step child) of such person (all of the foregoing collectively referred to as “family members”), or any trustee
of any family trust created for estate planning purposes and solely for the benefit of such natural person or
any of his family members, or any Entity Controlled by such natural person;
(b) in relation to any Entity: any Person that Controls, is Controlled by, or is under common Control with, such
Entity; and
(c) in relation to an investment fund or private fund, shall also include any other investment fund or private fund
under common Control with such fund or managed by the manager of such investment fund or private fund
(it being understood, however, that, for the avoidance of doubt, an Entity in which such investment fund or
private fund has merely made an investment shall not be deemed to be an Affiliate of such investment fund
or private fund, solely as a result of such investment);
provided, however, that no PhonePe Group Company shall be considered an Affiliate of a Shareholder for the purposes
of these Articles. For the avoidance of doubt, any Person will only be considered an Affiliate for so long as such Person
continues to meet the requirements of the definition of “Affiliate” as aforesaid;
“Annual Operating Plan” means the annual operating plan for the PhonePe Group prepared for each Financial Year;
“Applicable ABAC Laws” means any anti-bribery or anti-corruption Laws (including Laws that prohibit the corrupt
payment, giving, offer, promise or authorization of the unlawful payment or transfer of anything of value (including
gifts or entertainment), directly or indirectly, to any Government Official, commercial entity or any other Person to
obtain a business advantage) applicable to the PhonePe Group and its operations, as well as the Shareholders and their
operations in connection with the PhonePe Group, from time to time, including, the (Indian) Prevention of Corruption
Act 1988 and, to the extent applicable: (a) the US Foreign Corrupt Practices Act of 1977; and (b) the UK Bribery Act
of 2010, in each case as amended from time to time;
“Applicable Money Laundering Laws” means the Laws applying to any PhonePe Group Company (which shall be
deemed to include the Laws of India and, to the extent applicable to the relevant PhonePe Group Company, the Laws
of the US) prohibiting money laundering and similar activities;
515“Articles” means these articles of association of the Company, as amended from time to time;
“Asset Sale” means: (a) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series
of related transactions, by any PhonePe Group Company of all or substantially all of the assets or intellectual property
rights of the PhonePe Group taken as a whole; or (b) the sale, transfer or other disposition (whether by sale of shares,
merger, consolidation, amalgamation, scheme of arrangement or otherwise) of one or more PhonePe Group Companies
if substantially all of the assets or intellectual property rights of the PhonePe Group taken as a whole are held by such
PhonePe Group Company or PhonePe Group Companies, except, in the case of each of paragraphs (a) and (b) above,
where such sale, lease, transfer, exclusive license or other disposition is to one or more PhonePe Group Companies;
“Board” or “Board of Directors” means the board of Directors of the Company;
“Business Day” means any day on which banks in Bengaluru, India, are open for general banking operations;
“Chairperson” means the Director appointed as the chairperson of the Board;
“Companies Act” means the (Indian) Companies Act, 2013, the rules made thereunder and any amendments thereto
or re-enactments thereof from time to time;
“Contract” means any written, oral or other agreement, contract, license, sublicense, subcontract, settlement
agreement, deed, lease, indenture, understanding, arrangement, instrument, note, loan, purchase order, warranty,
insurance policy, benefit plan or legally binding commitment or undertaking of any nature;
“Control” (including, with its correlative meanings, the terms “Controlling”, “Controlled by” and “under common
Control with”) means:
(a) a holding of a direct or indirect interest in the majority of the equity, voting, beneficial or financial interests
of the relevant Entity;
(b) a holding of the direct or indirect right to appoint or remove a majority of the board of directors or members
of an equivalent management body of the relevant Entity;
(c) the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of the relevant Entity; or
(d) being a shareholder or member of the relevant Entity and controlling jointly, pursuant to a Contract with other
shareholders or members or otherwise, a majority of the voting rights in the Entity;
“Deemed Sale Event” means:
(a) the acquisition of greater than fifty percent (50%) of the Company’s issued and outstanding voting securities
by means of any transaction or series of related transactions (including any share purchase, business
combination, reorganization, merger, consolidation, amalgamation or scheme of arrangement) but excluding
any such transaction or series of related transactions where holders of the Company’s issued and outstanding
voting securities immediately prior to the consummation of such transaction or series of related transactions
hold, directly or indirectly, immediately following the consummation of such transaction or series of related
transactions, greater than fifty percent (50%) of the issued and outstanding voting securities of the surviving
corporation or resulting entity; or
(b) an Asset Sale;
“Depository” means a depository, as defined in Section 2(1)(e) of the Depositories Act, 1996 and a company formed
and registered under the Companies Act and which has been granted a certificate of registration under sub-section
(1A) of Section 12 of the Securities and Exchange Board of India Act, 1992;
“Depositories Act” means the Depositories Act, 1996, the rules made thereunder and any amendments thereto or re-
enactments thereof from time to time;
“Director” means a director of the Company appointed in accordance with the provisions of the Companies Act;
“Entity” means any corporation (including any non-profit corporation or other body corporate), general partnership,
limited partnership, limited liability partnership, joint venture, estate, trust, business trust, company (including any
limited liability company or joint stock company), firm or other enterprise, association, organization or entity;
“Financial Year” means the financial year of the Company as determined under the Companies Act;
516“Government Official” means: (a) an officer or employee of any national, regional, local or other component of a
Governmental Authority; (b) a director, officer or employee of any entity in which a Governmental Authority or
component of a Governmental Authority possesses a majority or controlling interest; (c) a candidate for public office;
(d) a political party and political party official; (e) an officer or employee of a public international organization; and
(f) an individual who is acting in an official capacity for any Governmental Authority, component of a Governmental
Authority, political party or public international organization, even if such individual is acting in that capacity
temporarily and without compensation;
“Governmental Authority” means any: (a) multinational or supranational body exercising legislative, judicial or
regulatory powers; (b) nation, state, commonwealth, province, territory, county, municipality, district or other
jurisdiction of any nature; (c) federal, state, local, municipal, foreign or other government; or (d) governmental or
quasi-governmental, statutory or quasi-statutory or regulatory authority of any nature (including any division,
department, corporation, authority, agency, commission, instrumentality, official, organization, unit, body or entity,
any court or other tribunal, taxing authority, stock exchange, public international organization, or other body entitled
to exercise executive power or power of any nature);
“Indemnification Agreement” means an agreement be executed in each case amongst the Company on the one hand,
and each Director and their respective alternate directors (if any), on the other hand;
“Independent Director” means an individual who satisfies the eligibility requirements of an ‘independent director’
under the Companies Act and applicable securities Laws of India, and is appointed as a Director in accordance with
Article 18.2 to Article 18.4;
“Law” means any federal, national, central, state, local, municipal, foreign, supranational or other law (including
common law), statute, constitution, treaty, convention, principle of common law, directive, resolution, ordinance, code,
edict, writ, decree, rule, regulation, judgment, ruling, injunction or requirement issued, enacted, adopted, promulgated,
implemented or otherwise put into effect by or under the authority of any Governmental Authority;
“Listing Regulations” means the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, or any other regulations issued by the Securities and Exchange Board of India which
are applicable to a public listed company, and any amendments thereto or re-enactments thereof from time to time;
“Memorandum” means Memorandum of Association of the Company, as amended from time to time;
“Office” means the registered office of the Company;
“Outstanding Shares” means, as of the date of determination, the Shares that are then issued and paid up;
“Person” means any natural person, firm, Entity, unincorporated organization, Governmental Authority, works
council or employee representative body or other entity or organization of any nature whatsoever;
“PhonePe Group” means the Company and each of its Subsidiaries, from time to time;
“PhonePe Group Company” means any member of the PhonePe Group;
“Register” means the register of members to be kept in accordance with the Companies Act and the register of
beneficial owners pursuant to Section 11 of the Depositories Act in case of shares held in a Depository;
“Sanctions” means: (a) sanctions imposed pursuant to a UN Security Council resolution; (b) US sanctions
administered by the US Department of the Treasury, US Department of State or US Department of Commerce; (c) EU
restrictive measures implemented pursuant to an EU Council or Commission Regulation or Decision adopted pursuant
to a Common Position in furtherance of the EU’s Common Foreign and Security Policy; (d) UK sanctions adopted by
or pursuant to the UK Terrorist Asset Freezing, etc., Act 2010 or other UK legislation or statutory instruments enacted
pursuant to the United Nations Act 1946 or the European Communities Act 1972; and (e) any other trade, economic
or financial sanctions laws, regulations, embargoes or similar restrictive measures administered, enacted or enforced
by any Governmental Authority as being applicable to any PhonePe Group Company;
“Share” means equity shares in the issued share capital of the Company, with one (1) vote per equity share and having
face value of INR one (₹ 1) per equity share;
“Share Capital” means the total paid up share capital of the Company;
“Shareholder” means any holder of at least one (1) Share;
517“Subsidiary” of the Company means any Entity of which the Company owns (directly or indirectly) securities or other
ownership interests having voting power in circumstances other than a breach or default to elect or remove at least a
majority of the board of directors, managers or trustees or other persons performing similar functions, or in which the
Company holds or Controls a majority of the equity, voting, beneficial or financial interests, or in relation to which
the Company has the right (whether under Contract or the Entity’s organizational documents) or power, directly or
indirectly, to direct the management of the Entity; and
“Super Ma ority Directors’ Consent” shall mean consent and votes by such number of Directors who constitute at
least 3/4th of the Board.
2.2 In these Articles unless the context otherwise requires, words or expressions contained in these regulations shall bear
the same meaning as in the Companies Act or any statutory modification thereof in force at the date at which these
Articles become binding on the Company.
3. PUBLIC LIMITED COMPANY
3.1 The Company is a public limited company within the meaning of Section 2(71) of the Companies Act, and the
minimum paid-up capital of the Company shall be such amount as prescribed under the Companies Act.
4. SHARE CAPITAL AND VARIATION OF RIGHTS
4.1 The authorized share capital of the Company shall be as mentioned in the Memorandum, with power to increase or
reduce or alter the capital for the time being into several classes and to attach thereto respectively such preferential,
deferred or qualified or special rights, privileges or conditions as may be determined by or in accordance with the
Companies Act and these Articles and to vary, modify or abrogate any such rights, privileges or conditions in such
manner as may for the time being provided by these Articles and consolidate or sub-divide the shares and issue shares
of higher or lower denomination.
4.2 Subject to the provisions of the Companies Act and these Articles, the Board may issue and allot securities in the
capital of the Company, either as fully paid up or partly paid up against cash with power to make calls on the amount
remaining unpaid on such securities from time to time or as full payment or part payment for property, inclusive of
goodwill of any business sold or transferred, goods or machinery supplied, or for services rendered to the Company or
against conversion of any outstanding loans or debt or for any consideration other than cash.
4.3 Shares at the disposal of the Directors: Subject to the restrictions contained in the Companies Act and these Articles,
the shares shall be under the control of the Board of Directors who may issue, allot or otherwise dispose of the same
to such persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to
compliance with the provisions of section 53 the Act) at a discount and at such time as they may from time to time
think fit. Additionally, with sanction of the Company in a general meeting to give to any person or persons the option
or right to call for any shares either at par or premium during such time and for such consideration as the Board of
Directors think fit and may issue and allot shares in the capital of the Company on payment in full or part of any
property sold and transferred or for any services rendered to the Company in the conduct of its business and any shares
which may so be allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares.
Provided that option or right to call of shares shall not be given to any person or persons without the sanction of the
Company in a general meeting.
4.4 Except as required by Law, no person shall be recognized by the Company as holding any share upon any trust, and
the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any
equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except
only as by these regulations or by Law otherwise provided) any other rights in respect of any share except an absolute
right to the entirety thereof in the registered holder.
4.5 The Company may issue the equity shares with voting rights and/or with differential rights as to dividend, voting or
otherwise and preference shares in accordance with the provisions of the Companies Act, these Articles and other
applicable Laws. If at any time the share capital is divided into different classes of shares, the rights attached to any
class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of
Section 48 of the Companies Act and whether or not the Company is being wound up, be varied with the consent in
writing of the holders of not less than three-fourths of the issued shares of that class, or with the sanction of a special
resolution passed at a separate meeting of the holders of the shares of that class.
4.6 To every such separate meeting, the provisions of the regulations relating to general meetings shall mutatis mutandis
apply.
5184.7 Sub-Division, Consolidation and Cancellation of Share Certificate: Subject to the provisions of Section 61 of the
Companies Act, the Company may, by ordinary resolution:
(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid- up shares of
any denomination;
(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the Memorandum;
(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken
by any person and diminish the amount of its share capital by the amount of the shares so cancelled.
4.8 Further issue of Shares: Where at any time the Board or the Company, as the case may be, proposes to increase the
subscribed capital by the issue of further shares, then such shares shall be offered, subject to the provisions of Section
62 of the Companies Act, and the rules made thereunder:
a) to the persons who, at the date of offer, are holders of shares of the Company in proportion as nearly as
circumstances admit, to the paid-up share capital on those shares at that date, subject to the conditions
mentioned in (i) to (ii) below; such offer shall be deemed to include a right exercisable by the person
concerned to renounce the shares offered to him or any of them in favour of any other person; or
(i) the offer aforesaid shall be made by notice specifying the number of shares offered and limiting a
time not being less than fifteen days or such lesser number of days as may be prescribed under the
Companies Act or the rules made thereunder, or other applicable Law and not exceeding thirty days
from the date of the offer, within which the offer if not accepted, shall be deemed to have been
declined;
Provided that the notice referred above shall be dispatched through registered post or speed post or
through electronic mode or courier or any other mode having proof of delivery to all the existing
shareholders at least three days before the opening of the issue;
(ii) after the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from
the person to whom such notice is given that he declines to accept the shares offered, the Board of
Directors may dispose of them in such manner which is not disadvantageous to shareholders and the
Company.
b) to employees under any scheme of employees’ stock option subject to approval of shareholders of the
Company by way of special resolution as per applicable provisions / Law and subject to the rules and such
other conditions, as may be prescribed under applicable Law; or
c) to any person(s), if it is authorised by approval of the shareholders of the Company by way of special
resolution, whether or not those persons include the persons referred to in paragraph (a) or paragraph (b)
above either for cash or for a consideration other than cash, including by way of preferential offer or private
placement, at such price as may be determined in accordance with Law, subject to such conditions as may be
prescribed under the Companies Act and the rules made thereunder, or
d) nothing in these Articles shall apply to the increase of the subscribed capital of the Company caused by the
exercise of an option as a term attached to the debentures issued or loans raised by the Company to convert
such debentures or loans into shares in the Company or to subscribe for shares of the Company. Provided that
the terms of issue of such debentures or loans containing such an option have been approved before the issue
of such debentures or the raising of such loans by approval of Shareholders of the Company in a general
meeting as per applicable provisions of Law.
e) subject to the provisions of the Companies Act and these Articles, the Company may from time to time, issue
sweat equity shares.
4.9 The Company in general meeting may decide to issue fully paid-up bonus share to the member, if so recommended
by the Board.
4.10 Notwithstanding anything contained herein and subject to the provisions of the Companies Act, Company shall be
entitled to admit its shares, debentures and other securities for dematerialization pursuant to the Depositories Act for
the time being in force and to offer its shares, debentures and other securities for subscription/investment in a
dematerialized form.
5194.11 Certificate:
(a) Subject to applicable Law, a person subscribing to shares of the Company shall have the option either to
receive certificates for such shares or hold the shares with a Depository in electronic form. Where person opts
to hold any share with the Depository, the Company shall intimate such Depository of details of allotment of
the shares to enable the Depository to enter in its records the name of such person as the beneficial owner of
such shares.
(b) The certificate of shares, registered in the name of two (2) or more persons shall be delivered to first named
person in the Register and this shall be a sufficient delivery to all such holders.
(c) Limitation of time for issue of certificates: Unless the shares have been issued in dematerialized form, every
person whose name is entered as a member in the Register shall be entitled to receive within two (2) months
after incorporation, in case of subscribers to the Memorandum or after allotment of shares, or in the case of
an allotment of debentures within a period of six (6) months from the date of allotment and subject to other
applicable Laws, within one (1) month from the date of receipt of instrument of transfer or sub-division or
intimation of transmission for the registration of transfer or transmission of securities or within such other
period as prescribed under the Companies Act one or more certificates in marketable lots, in the manner
below:
(i) one (1) certificate for all his shares without payment of any charges; or
(ii) several certificates, each for one or more of his shares, upon payment of such amount as the Board
may deem fit, for each certificate after the first.
(d) Every certificate shall specify the shares/debentures to which it relates and the amount paid-up thereon and
shall be signed by two (2) Directors or by a Director and the Company secretary.
(e) In respect of any share or shares held jointly by several persons, the Company shall not be bound to issue
more than one (1) certificate, and delivery of a certificate for a share to one of several joint holders shall be
sufficient delivery to all such holders.
(f) If the shares are held in the name of two (2) or more persons jointly, then the person first named in the Register
shall for all the purpose except voting and transfer, be deemed to be sole holder thereof. But the joint holders
are severally and jointly liable for all purposes.
(g) Issue of new certificate in place of one defaced, lost or destroyed: If any share certificate be worn out, defaced,
mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production
and surrender thereof to the Company, a new certificate may be issued in lieu thereof, and if any certificate
is lost or destroyed then upon proof thereof to the satisfaction of the Company and on execution of such
indemnity as the Company deem adequate, a new certificate in lieu thereof shall be given. Every certificate
under the Article shall be issued without payment of fees if the Directors so decide, or on payment of such
fee (not exceeding Rs. 20/- for each certificate) as the Directors shall prescribe. Provided that no fee shall be
charged for the issue of new certificates in replacement of those that are old, defaced, or worn out or where
there is no further space on the back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above, the Board of Directors shall comply with such rules or
regulation or requirements of any stock exchange or the rules made under the Companies Act or the rules
made under the Securities Contracts (Regulation) Act, 1956 or any other act or rules applicable in this behalf.
4.12 For a share held in dematerialized form, the record of the depository is the prima facie evidence of the interest of the
beneficial owner.
4.13 The provision of the foregoing Articles relating to the issue of certificates shall mutatis mutandis apply to the issue of
certificates for any other securities, including debentures (except where the Companies Act otherwise requires) of the
Company.
4.14 The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless
otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation
or issue of further shares ranking pari passu therewith.
4.15 The Company, in a general meeting may, from time to time increase the capital by the creation of new shares, such
increase to be of such aggregate amount and to be divided into shares of such respective amounts as the resolution
shall prescribe. Subject to the provisions of the Companies Act, any shares of the original or increased capital shall be
520issued upon such terms and conditions and with such right and privileges annexed thereto, as the general meeting
resolving upon the creation thereof shall direct, and if no direction be given, as the Directors shall determine and in
particular, such may be issued with a preferential or qualified right to divide and in the distribution of assets of the
Company.
4.16 The Company shall cause to be kept a register and index of members with details of securities held in dematerialized
form in any media as may be permitted by Law, including any form of electronic media, in accordance with all
applicable provisions of the Companies Act and the Depositories Act. The register and index of beneficial owners
maintained by a Depository under the Depositories Act shall be deemed to be a register and index of members for the
purposes of this Act.
5. COMPANY’S LIEN ON SHARE/DEBENTURES
5.1 The Company shall have a first and paramount lien upon all the shares (not being a fully paid up share) registered in
the name of such member (whether solely or jointly with others) and upon the proceeds of sale thereof for his debts,
liabilities and engagements (whether presently payable or not) for all money called or payable at a fixed time in respect
of such shares, solely or jointly with any other person, to or with the Company, whether the period for the payment,
fulfillment or discharge thereof shall have actually a lien or not and such lien shall extend to all dividends, from time
to time, declared in respect of shares, subject to Section 124 of the Companies Act and bonuses declared from time to
time in respect of such shares under the Companies Act and no equitable interest in any share shall be created except
upon the equal footing and condition that this Article will have full effect. The Board may at any time declare any
shares to be wholly or in part exempt from the provisions of this Article. Unless otherwise agreed, the registration of
a transfer of shares shall operate as a waiver of the Company’s lien, if any, on such shares. The Directors may at any
time declare any shares wholly or in part to be exempt from the provisions of this Article.
5.2 The fully paid-up shares shall be free from all lien, and in the case of partly paid-up shares, the Company’s lien shall
be restricted to monies called or payable at a fixed time in respect of such shares.
5.3 The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien:
Provided that no sale shall be made,
a) unless a sum in respect of which the lien exists is presently payable; or
b) until the expiration of fourteen (14) days’ after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently payable, has been given to the registered
holder for the time being of the share or to the person entitled thereto by reason of their death or insolvency
or otherwise.
No member shall exercise any voting right in respect of any shares registered in his name on which any calls or other
sums presently payable by them have not been paid, or in regard to which the Company has exercised any right of
lien.
5.4 To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the purchaser
thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer. The purchaser
shall not be bound to see to the application of the purchase money, nor shall their title to the shares be affected by any
irregularity or invalidity in the proceedings with reference to the sale.
5.5 The proceeds of any such sale shall be received by the Company and applied in payment of such part of the amount in
respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not
presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of
the sale.
5.6 In exercising its lien, the Company shall be entitled to treat the registered holder of any share as the absolute owner
thereof and accordingly shall not (except as ordered by a court of competent jurisdiction or unless required by Law)
be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether
a creditor of the registered holder or otherwise. The Company’s lien shall prevail notwithstanding that it has received
notice of any such claim.
5.7 The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities, including
debentures, of the Company.
6. CALLS ON SHARES
5216.1 Payment in anticipation of call may carry interest: The Board may, subject to provisions of the Companies Act, if it
thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid
upon any shares held by him beyond the sums actually called for; and upon all or any of the monies so advanced, may
(until the same would, but for such advance, become presently payable) pay interest at such rate as may be agreed
upon between the Board and the member paying the sum in advance. Nothing contained in this Article shall confer on
the member (i) any right to participate in profits or dividends; or (ii) any voting rights in respect of the moneys so paid
by him, until the same would, but for such payment, become presently payable by him. The Board may at any time
repay the amount so advanced.
(a) The Directors are empowered to make call on members of any amount payable at a time fixed by them. Provided that
no call shall exceed one-fourth of the nominal value of the share or be payable at less than one (1) month
from the date fixed for the payment of the last preceding call.
(b) Each member shall, subject to receiving notice specifying the time or times and place of payment, pay to the
Company, at the time or times and place so specified, the amount called on his shares.
(c) A call may be revoked or postponed at the discretion of the Board. The power to call on shares shall not be
delegated to any other person except with the approval of the shareholders in a general meeting and as maybe
permitted by Law.
6.2 A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed
and may be required to be paid by instalments.
6.3 Each member shall, subject to receiving at least fourteen (14) days’ notice specifying the time or times and place of
payment, pay to the Company, at the time or times and place so specified, the amount called on their shares.
6.4 The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call, in respect of one
or more members, as the Board may deem appropriate in any circumstances.
6.5 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
(a) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from
whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of
actual payment at ten percent (10%) per annum or at such lower rate, if any, as the Board may determine.
(b) The Board shall be at liberty to waive payment of any such interest wholly or in part.
(a) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account
of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be
deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes
payable.
(b) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest
and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly
made and notified.
6.6 The provisions of these Articles shall apply mutatis mutandis, including the calls of debentures.
7. TRANSFER OF SHARES
7.1 Instrument of transfer: The securities or other interest of any member shall be freely transferable, provided that any
contract or arrangement between 2 (two) or more persons in respect of transfer of securities shall be enforceable as a
contract. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in
the Register in respect thereof. A common form of transfer shall be used in case of transfer of shares. The instrument
of transfer shall be in writing and shall be executed by or on behalf of both the transferor and transferee and shall be
in conformity with all the provisions of Section 56 of the Companies Act and of any statutory modification thereof for
the time being shall be duly complied with in respect of all transfers of shares and the registration thereof.
7.2 In the case of transfer of shares or other marketable securities where the Company has not issued any certificates and
where such shares or securities are being held in an electronic and fungible form, the provisions of the Depositories
Act shall apply.
7.3 Directors may refuse to register transfer: Subject to the provisions of these Articles and other applicable provisions of
the Companies Act or any other Law for the time being in force, the Board of Directors may (at its own absolute and
uncontrolled discretion) decline or refuse by giving reasons, whether in pursuance of any power of the Company under
522these Articles or otherwise, to register or acknowledge any transfer of, or the transmission by operation of Law of the
right to, any securities or interest of a member in the Company, after providing sufficient cause, within a period of
thirty (30) days from the date on which the instrument of transfer, or the intimation of such transmission, as the case
may be, was delivered to the Company. Provided that the registration of transfer of any securities shall not be refused
on the ground of the transferor being alone or jointly with any other person or persons, indebted to the Company on
any account whatsoever except where the Company has a lien on shares. Transfer of shares/debentures in whatever lot
shall not be refused. The Board may decline to recognize any instrument of transfer unless:
(a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of Section 56 of the
Companies Act;
(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
(c) the instrument of transfer is in respect of only one (1) class of shares.
7.4 At the death of any members his or her shares be recognized as the property of his or her heirs upon production of
reasonable evidence as may require by the Board.
7.5 On giving not less than seven (7) days previous notice in accordance with Section 91 of the Companies Act and rules
made thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may
from time to time determine:
Provided that such registration shall not be suspended for more than thirty (30) days at any one (1) time or for more
than forty-five (45) days in the aggregate in any year.
8. TRANSMISSION OF SHARES
8.1 (a) (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his
nominee or nominees or legal representatives where he was a sole holder, shall be the only persons
recognised by the Company as having any title to his interest in the shares.
(ii) Nothing in Article 8.1(a)(i) shall release the estate of a deceased joint holder from any liability in
respect of any share which had been jointly held by him with other persons.
(b) (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member
may, upon such evidence being produced as may from time to time properly be required by the
Board and subject as hereinafter provided, elect, either:
(A) to be registered himself as holder of the share; or
(B) to make such transfer of the share as the deceased or insolvent member could have made
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would
have had, if the deceased or insolvent member had transferred the share before his death or
insolvency.
(c) (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he
shall deliver or send to the Company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a
transfer of the share.
(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer
and the registration of transfers of shares shall be applicable to any such notice or transfer as
aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer
were a transfer signed by that member.
(d) A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to
the same dividends and other advantages to which he would be entitled if he were the registered holder of the
share, except that he shall not, before being registered as a member in respect of the share, be entitled in
respect of it to exercise any right conferred by membership in relation to meetings of the Company.
Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered
himself or to transfer the share, and if the notice is not complied with within ninety (90) days, the Board may
523thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until
the requirements of the notice have been complied with.
(e) No fee on transfer or transmission: No fee shall be charged for registration of transfer, transmission, probate,
succession certificate and letters of administration, certificate of death or marriage, power of attorney, or
similar other documents.
. FORFEITURE OF SHARES
9.1 (a) If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the
Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid,
serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any
interest which may have accrued.
(b) The notice aforesaid shall:
(i) name a further day (not being earlier than the expiry of fourteen (14) days from the date of service
of the notice) on or before which the payment required by the notice is to be made; and
(ii) state that, in the event of non-payment on or before the day so named, the shares in respect of which
the call was made shall be liable to be forfeited.
(c) If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the
notice has been given may, at any time thereafter, before the payment required by the notice has been made,
be forfeited by a resolution of the Board to that effect.
(d) (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the
Board thinks fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms
as it thinks fit.
(e) (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited
shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies
which, at the date of forfeiture, were presently payable by him to the Company in respect of the
shares.
(ii) The liability of such person shall cease if and when the Company shall have received payment in
full of all such monies in respect of the shares.
(f) (i) A duly verified declaration in writing that the declarant is a Director, the manager or the secretary,
of the Company, and that a share in the Company has been duly forfeited on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming
to be entitled to the share;
(ii) The Company may receive the consideration, if any, given for the share on any sale or disposal
thereof and may execute a transfer of the share in favour of the person to whom the share is sold or
disposed of;
(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall
his title to the share be affected by any irregularity or invalidity in the proceedings in reference to
the forfeiture, sale or disposal of the share.
(g) The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which,
by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of
the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
10. ALTERATION OF CAPITAL
10.1 The Company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided
into shares of such amount, as may be specified in the resolution.
10.2 Subject to the provisions of Section 61 of the Companies Act, the Company may, by ordinary resolution:
524(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of
any denomination;
(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the Memorandum;
(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken
by any person.
10.3 Where shares are converted into stock:
(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same
regulations under which, the shares from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit.
Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however,
that such minimum shall not exceed the nominal amount of the shares from which the stock arose.
(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges
and advantages as regards dividends, voting at meetings of the Company, and other matters, as if they held
the shares from which the stock arose; but no such privilege or advantage (except participation in the
dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of
stock which would not, if existing in shares, have conferred that privilege or advantage.
(c) such of the regulations of the Company as are applicable to paid-up shares shall apply to stock and the words
“share” and “shareholder” in those regulations shall include “stock” and “stock-holder” respectively.
10.4 The Company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and
consent required by Law,
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.
11. CAPITALIZATION OF PROFITS
11.1 (a) The Company in general meeting may, upon the recommendation of the Board, resolve:
(i) that it is desirable to capitalize any part of the amount for the time being standing to the credit of
any of the Company’s reserve accounts, or to the credit of the, profit and loss account, or otherwise
available for distribution; and
(ii) that such sum be accordingly set free for distribution in the manner specified in Article 11.1(b)
amongst the members who would have been entitled thereto, if distributed by way of dividend and
in the same proportions.
(b) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in Article
11.1(c), either in or towards:
(i) paying up any amounts for the time being unpaid on any shares held by such members respectively;
(ii) paying up in full, unissued shares of the Company to be allotted and distributed, credited as fully
paid-up, to and amongst such members in the proportions afore said; or
(iii) partly in the way specified in Article 11.1(b)(i) and partly in that specified in Article 11.1(b)(ii).
(c) A securities premium account and a capital redemption reserve account may, for the purposes of this
regulation, be applied in the paying up of unissued shares to be issued to members of the Company as fully
paid bonus shares.
(d) The Board shall give effect to the resolution passed by the Company in pursuance of this regulation.
525(e) Whenever such a resolution as aforesaid shall have been passed, the Board shall:
(i) make all appropriations and applications of the undivided profits resolved to be capitalized thereby,
and all allotments and issues of fully paid shares if any; and
(ii) generally do all acts and things required to give effect thereto.
(f) The Board shall have power:
(i) to make such provisions, by the issue of certificates representing such fractional part or by payment
in cash or otherwise as it thinks fit, for the case of shares becoming distributable infractions; and
(ii) to authorize any person to enter, on behalf of all the members entitled there to, into an agreement
with the Company providing for the allotment to them respectively, credited a fully paid-up, of any
further shares to which they may be entitled upon such capitalization, or as the case may require, for
the payment by the Company on their behalf, by the application thereto of their respective
proportions of profits resolved to be capitalized, of the amount or any part of the amounts remaining
unpaid on their existing shares.
(g) Any agreement made under such authority shall be effective and binding on such members.
12. BUY-BACK OF SHARES
12.1 Notwithstanding anything contained in these Articles but subject to the provisions of Sections 68 to 70 of the
Companies Act and any other applicable provision of the Companies Act or any other Law for the time being in force,
the Company may purchase its own shares or other specified securities.
13. GENERAL MEETINGS
13.1 (a) The Company shall in each year hold, in addition to any other meeting, a general meeting as its annual general
meeting and shall specify the meeting as such in the notice calling it. The annual general meeting shall be
held within six (6) months of the close of the financial year, with an interval of not more than fifteen months
between two (2) successive meetings and as per the requirements of the Companies Act.
(b) (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) The Board shall on the requisition of members convene an Extraordinary General Meeting of the
Company in the circumstances and in the manner provided under the Companies Act.
(iii) Without prejudice to the right of shareholders under the applicable law, a Shareholder (directly or
through its Affiliates) holds Shares equivalent to or more than the Control Threshold shall have the
right to call for an extra-ordinary general meeting of the Shareholders by way of a requisition notice
to the Board (“Requisition Notice”) in accordance with the provisions of the Companies Act. The
Requisition Notice shall set out the matters for consideration and shall be signed by such
Shareholder. Upon receipt of the Requisition Notice, the Board shall be required to call an extra-
ordinary general meeting of the Shareholders within seven (7) days (with such notice period as
required under the Companies Act) from the date of the Requisition Notice (“Requisition
Meeting”).
1 . PROCEEDINGS AT GENERAL MEETINGS
14.1 Save for the provisions of the Companies Act relating to matters requiring special notice, at least twenty-one (21)
days’ (subject to applicable Law) prior written notice of every general meeting of Shareholders shall be given to all
Directors, the auditors of the Company and all Shareholders whose names appear on the register of members / index
of beneficial owners as per most recent record of the depository provided to the Company. A meeting of the
Shareholders (including a Requisition Meeting) may be called by giving shorter notice with the written consent of the
Shareholders subject to applicable Law. Subject to applicable Law, the Company shall ensure that it facilitates the
ability of every Shareholder to participate in a general meeting through video conference or audio-visual means.
14.2 Every notice of the general meeting of the Company shall specify the day, date, time and full address of the venue of
the meeting and shall set forth in full and sufficient detail the text of the resolutions sought to be passed thereat, the
business to be transacted thereat and any other details required by applicable Law, and no business shall be transacted
at such meeting unless the same has been stated in the notice convening the meeting. It shall contain a statement with
526reasonable prominence that a member entitled to attend and vote is entitled to appoint a proxy and that the proxy need
not be a member of the Company.
14.3 Notice of every general meeting of the Company shall be given to every member and to such other persons entitled to
receive the same. The accidental omission to give notice to or the non-receipt of the notice by any member or other
person to whom it should be given will not invalidate the proceedings of the meeting.
14.4 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the
meeting proceeds to business. The quorum for a general meeting shall be as provided in Section 103 of the Companies
Act.
14.5 If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the Company, such
meeting shall stand adjourned to the same day in the next week at the same time and place or such time and place as
the Board may determine in accordance with the Act, provided, however, that if such day is not a Business Day, the
meeting shall be held on the next Business Day. The Shareholders present at such adjourned meeting shall constitute
the quorum for such re-convened meeting, subject to applicable Law.
14.6 The Chairperson of the Board, if any, shall be the Chairperson for all general meetings.
14.7 In the absence of Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the
general meeting, or is unwilling to act as Chairperson of the meeting or if no Director has been so designated, the
Directors present shall elect one of the members to be the Chairperson of the meeting.
14.8 If at any meeting no Director is willing to act as Chairperson or if no Director is present within fifteen minutes after
the time appointed for holding the meeting, the members present shall choose one of the members to be Chairperson
of the meeting.
14.9 The Chairperson of a general meeting of the Company shall not have second or casting vote.
15. ADJOURNMENT OF MEETING
15.1 The Chairperson may, with the consent of majority of members at a meeting at which a quorum is present, and shall,
if so directed, adjourn the meeting from time to time and from place to place.
15.2 No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place.
15.3 When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case
of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting.
1 . VOTING RIGHTS
16.1 (a) Subject to any rights or restrictions for the time being attached to any class or classes of shares,
(i) on a show of hands, every member present in person shall have one (1) vote; and
(ii) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share
capital of the Company.
(b) A member may exercise his vote at a meeting by electronic means in accordance with Section 108 of the
Companies Act and shall vote only once.
(c) (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy,
shall be accepted to the exclusion of the votes of the other joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the Register.
(d) A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction
in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and
any such committee or guardian may, on a poll, vote by proxy.
(e) Any business other than that upon which a poll has been demanded may be proceeded with, pending the
taking of the poll.
527(f) No member shall be entitled to vote at any general meeting unless all calls or other sums presently due and
payable by him in respect of shares in the Company have been paid.
(g) (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is given or tendered, and every vote not disallowed at such
meeting shall be valid for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose
decision shall be final and conclusive.
(h) Except as otherwise provided herein, all resolutions of the Shareholders shall, be subject to the requirements
imposed by the Companies Act or any other applicable Law.
1 . PROXY
17.1 (a) The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is
signed or a notarised copy of that power or authority, shall be deposited not less than 48 (forty eight) hours
before the time for holding the meeting or adjourned meeting at which the person named in the instrument
proposes to vote; or in the case of a poll, not less than 24 (twenty four) hours before the time appointed for
the taking of the poll; and in default the instrument of proxy shall not be treated as valid.
(b) An instrument appointing a proxy shall be in the form as prescribed in the rules made under Section 105 of
the Companies Act.
(c) A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the
previous death or insanity of the principal or the revocation of the proxy or of the authority under which the
proxy was executed, or the transfer of the shares in respect of which the proxy is given.
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received
by the Company at its Office before the commencement of the meeting or adjourned meeting at which the
proxy is used.
18. BOARD OF DIRECTORS
18.1 Subject to Article 18.2, the number of Directors shall not be less than three (3) and not more than fifteen (15).
(a) The first Directors of the Company at the time of the incorporation were:
(i) Mr. Amit Narang; and
(ii) Ms. Jyoti Narang.
(b) The Directors may from time to time, appoint one or more of their body to the office of the managing director
for one or more of the divisions of the business carried on by the Company and to enter into agreement with
him in such terms and conditions as they may deem fit.
(c) Subject to the provisions of Section 149 of the Companies Act, the Board of Directors, at any time and from
time to time, to appoint any person as additional Director in addition to the existing Director so that the total
number of Directors shall not at any time exceed the number fixed for Directors in these Articles. Any
Directors so appointed shall hold office only until the next following annual general meeting but shall be
eligible thereof for election as Director at that meeting subject to the provisions of the Companies Act.
(d) Subject to the provisions of Section 197 and Schedule V of the Companies Act, a managing director, whole-
time director or manager shall be appointed and the terms and conditions of such appointment and
remuneration payable be approved by the Board of Directors at a meeting which shall be subject to approval
by a resolution at the next general meeting of the company and such remuneration as may be fixed by way of
salary or commission or participation in profits or partly in one way or partly in another subject to the
provisions of the Companies Act.
(e) The quorum of any meeting of the Board shall be one-third of its total strength. Subject to the provisions of
the Companies Act, if the quorum is not present within half an hour of the scheduled time of the meeting, the
meeting shall stand adjourned to the same day, location and time on the following week; provided, however,
that if such day is not a Business Day, the meeting shall be held on the next Business Day at the same location
and time. Subject to the provisions of the Companies Act, the Directors present at such adjourned meeting
528shall constitute the quorum for such re-convened meeting. The participation of the Directors by video
conferencing or by other audio-visual means shall also be count for the purpose of quorum.
(f) The Directors will be paid remuneration pursuant to the applicable provisions of the Companies Act and/or
any other applicable Laws.
(g) Subject to the Companies Act, any Director shall be entitled to nominate an individual for appointment as an
alternate Director, with the prior consent of the Board, during the absence of such Director, provided such
absence is for not less than three (3) months from India. Such an alternate Director must vacate the office for
the original Director, once the original Director returns back to India. Any person considered to be an alternate
Director must not be a person holding any alternate directorship for any other director in the Company or
holding directorship himself/ herself in the Company. The Company shall enter into an Indemnification
Agreement with each of the Directors and their respective alternate Directors (if any)
(h) No share qualification is necessary for an individual to be appointed as a Director of the Company.
(i) The Board shall include such number of Directors of the Company as are identified to be liable to retire by
rotation as per the provisions of the Companies Act.
(j) The Company may exercise the powers conferred on it by Section 88 of the Companies Act with regard to
the keeping of a foreign register; and the Board may (subject to the provisions of that Section) make and vary
such regulations as it may thinks fit respecting the keeping of any such register.
(k) All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all
receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed,
as the case may be, by such person and in such manner as the Board shall from time to time by resolution
determine.
18.2 Composition and Size of the Board
Subject to applicable Law, if:
(a) any Shareholder (directly or through its Affiliates) holds more than fifty percent (50%) of the Share Capital
(“Control Threshold”), the Board shall consist of up to fifteen (15) Directors.
(b) no Shareholder (directly or through its Affiliates) holds Shares equivalent to the Control Threshold, the Board
shall consist of up to ten (10) Directors.
The Board and Shareholders can take all such actions and steps as may be considered necessary to ensure compliance
with this Article 18.2.
18.3 Specific Board Matters: Notwithstanding anything to the contrary contained in these Articles but subject to Article
18.4, any decision relating to any matter specified in this Article 18.3 (“Specific Board Matters”) shall require a prior
Super Majority Directors’ Consent. Except as otherwise provided under Article 18.4 and subject to Sections 100 and
111 of the Act, unless and until a prior Super Majority Directors’ Consent has been obtained in relation to a Specific
Board Matter, the Company shall not include any agenda items in relation to Specific Board Matters for meetings of
the Shareholders:
18.3.1 Other than (a) any merger, acquisition, consolidation, scheme of arrangement, amalgamation or any other type of
business combination solely among or between PhonePe Group Companies, including any internal restructuring or
other internal reorganization where the applicable PhonePe Group Company’s (or any successor parent entity’s) direct
or indirect ownership remains the same in all material respects as the ownership of such PhonePe Group Company
prior to such restructuring or reorganization; (b) any disposal, sale, lease, transfer, exclusive license or other disposition
solely between PhonePe Group Companies or from one PhonePe Group Company to another, any: (i) Asset Sale; (ii)
Deemed Sale Event; (iii) business combination, restructuring or reorganization not covered under the Companies Act;
(iv) sale of any shares of any subsidiary of the Company, or the sale, lease, transfer, exclusive license or other
disposition by the Company of any assets, in each case, outside the ordinary course of business; or (v) an issuance of
Shares by the Company where prior to such issuance, the Company was not a “controlled foreign corporation”
(“CFC”) as defined in the US Internal Revenue Code of 1986, as amended (or any successor thereto) (“US IRS Code”)
and following such issuance the Company, in the determination of counsel or accountants appointed by the Board,
would be a CFC.
52918.3.2 Creation, adoption or amendment of any equity incentive plan or other benefit plan not covered under the Companies
Act or the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021.
18.3.3 Any application for a regulatory or other material business license, closure of any material or licensed or regulated
business or commencement of any material, licensed or regulated business by the Company beyond the purview of the
Annual Operating Plan approved by the Board.
18.3.4 Any direct or indirect change in shareholding or voting, economic or other ownership rights in any other PhonePe
Group Company (except for the Company).
18.3.5 Any material change that is outside the ordinary course of business or not on arm’s length terms in any material
agreement between Company and its material customers and/or business partners or any termination of such
agreement.
18.3.6 The approval of any Annual Operating Plan, or any amendment to the Annual Operating Plan approved by the Board
or any equivalent business plans or budget of the Company.
18.3.7 Any: (a) sale or transfer or termination of ownership, exit or disposition of existing investments; (b) joint ventures
under partnership agreements; (c) new or additional investment by the Company including projects or financial
investments; or (d) purchase of any intellectual property rights from any Person.
18.3.8 Any change in the trading style of the Company, the nature or scope of the businesses of the Company, expansion of
the businesses of the Company to any new country / territory, or any transfer of brand names used in such businesses,
service marks and trademarks or other proprietary rights used in such businesses.
18.3.9 Any resolution passed or policy adopted by the Board, or modifications thereto, (whether prior to or after adoption of
these Articles) requiring the Company to (a) comply with US IRS Code and US federal laws pertaining to Sanctions
(the “Covered Laws”) to the extent the non-compliance thereof would result in the Company or Shareholders
(specified in such resolutions or policy) being non-compliant with the Covered Laws; (b) comply with Applicable
ABAC Laws; and (c) comply with Applicable Money Laundering Laws and (d) provide reasonable assistance or
information to the Shareholders (as specified in such resolutions or policies) that are subject to the Covered Laws,
Applicable ABAC Laws and Applicable Money Laundering Laws.
18.3.10 Any declaration or payment of any dividend or distribution of profits or commissions to Shareholders, employees or
directors, by the Company.
18.3.11 Any termination or variation of any shareholders’ agreement between the Company and any PhonePe Group Company
or any variation of the articles of association of any PhonePe Group Company to the extent that such articles of
association relate to matters contained in the shareholders’ agreement between the Company and such PhonePe Group
Company.
18.3.12 Any decision to consider and/ or approve any matter that is a “Parent Reserved Matter” (as defined under the
shareholders’ agreement between the Company and any other PhonePe Group Company.
18.4 Passing of Resolutions and Voting. All decisions of the Board shall be taken by the Super Majority Directors’
Consent while any Shareholder holds Shares equivalent to or more than the Control Threshold. Provided that, where
any Shareholder holds Shares equivalent to or more than the Control Threshold and if the composition of the Board
reaches to the maximum capacity of fifteen (15) members, then the decisions of the Board in relation to any matter
(including the Specific Board Matters) shall be taken by simple majority vote of such number of Directors who
constitute the Board. If no Shareholder holds Shares equivalent to or more than the Control Threshold, then only
Specified Board Matters shall require a Super Majority Directors’ Consent pursuant to Article 18.3. Each Director
participating in the meeting has one (1) vote.
18.5 Circular Resolution. Subject to the provisions of the Companies Act and Article 18.4, a resolution signed by such
Directors which represent the Super Majority Directors’ Consent shall be deemed to be a decision of the Board without
the need for a meeting provided, however, that if at least one-third of the members of the Board require any resolution
under circulation to be decided in a meeting, such a resolution shall be considered only in a meeting of the Board,
convened and conducted in accordance with Articles 18.7, 18.1(e) and 19.1(i). Subject to the Companies Act, a
resolution signed by a majority of the Directors who are members of a committee and are entitled to vote on the
resolution shall be deemed to be a decision of the committee without the need for a meeting. Any such resolution may
consist of several documents in original or electronic form, each signed by one or more Directors. The expressions “in
writing” and “signed” in this Article 18.5, shall include approval by any such Director by telefax or electronic/digital
signature or any form of electronic communication approved by the Directors and recognized under applicable Law
530for such purpose from time to time incorporating, if the Board deems necessary, the use of security and/or identification
procedures and devices approved by the Board.
18.6 Notice of Meetings. The Company shall provide prior notice of at least seven (7) days (or any longer minimum notice
required by applicable Law) of the meetings of the Board and committees thereof to all the Directors. The Company
shall convene Board meetings at shorter notice subject to and in compliance with the provisions of Section 173 of the
Companies Act.
1 . PROCEEDINGS OF THE BOARD
19.1 (a) (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its
meetings, as it thinks fit, provided that adjournment for want of quorum shall be in accordance with
Article 18.1(e).
(ii) A Director may, and the manager or secretary on the requisition of a Director shall, at any time,
summon a meeting of the Board.
(iii) The Board shall meet at least four (4) times per year (or any greater number required under the
Companies Act) at such locations as determined by the Board, provided that the gap between any
two (2) meetings of the Board must not exceed one hundred and twenty (120) days. Travel, hotel
and related expenses reasonably incurred by the Directors for attending meetings of the Board and
committees shall be borne by the Company.
(b) The continuing Directors may act notwithstanding any vacancy in the Board; but, if and so long as their
number is reduced below the quorum fixed by Article 18.1(e) for a meeting of the Board, the continuing
Directors or Director may act for the purpose of increasing the number of Directors to that fixed for the
quorum under Article 18.1(e), or of summoning a general meeting of the Company, but for no other purpose.
(c) (i) The Chairperson shall be appointed by the Board and must be an Independent Director and shall not
have a second or casting vote. In the absence of the Chairperson at any meeting, the Directors present
may elect one (1) among the Directors (who must also be an Independent Director) to chair that
meeting.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five (5)
minutes after the time appointed for holding the meeting, the Directors present may choose one of
their numbers to be Chairperson of the meeting.
(d) (i) The Board may set up, change, re-constitute, integrate, amend the terms of reference (or charter) of,
or dissolve such committees of the Board as it deems fit from time to time, or as required by
applicable Law. Any committee so formed shall, in the exercise of the power so delegated, conform
to the terms of reference (or charter) as required by the Board or under applicable Law. The Board
shall at all times maintain:
(A) an Audit Committee: (a) The audit committee shall have minimum three (3) Directors as
members; (b) at least, two-thirds of the members of the audit committee shall be
Independent Directors; (c) all members of the audit committee shall be financially literate
and at least one (1) member shall have accounting or related financial management
expertise; (d) the chairperson of the audit committee shall be an Independent Director; and
(e) the company secretary shall act as the secretary of the audit committee, provided,
however, the requirements in (b) and (d) shall apply only from the earlier of: (A) the
requirements being imposed by applicable Law; and (B) the required number of minimum
Independent Directors being appointed to the Board and until such time the composition of
the audit committee may be determined by the Board as it deems fit. The terms ‘financially
literate’ and ‘accounting or related financial management expertise’ shall have the meaning
ascribed to the term given under regulation 18 of the Listing Regulations.
(B) a Nomination and Remuneration Committee: (a) The nomination and remuneration
committee shall comprise at least three (3) directors; (b) all directors of the committee shall
be non-executive directors; (c) at least two-thirds of the directors shall be Independent
Directors; and (d) the chairperson of the nomination and remuneration committee shall be
an Independent Director, provided that: (A) the chairperson of the Company, whether
executive or non-executive, may be appointed as a member of the nomination and
remuneration committee but shall not be chairperson of the nomination and remuneration
committee; and (B) the requirements in (c) and (d) shall apply only from the earlier of: (I)
531the requirements being imposed by applicable Law; and (II) the required number of
minimum Independent Directors being otherwise appointed to the Board and until such time
the composition of the nomination and remuneration committee may be determined by the
Board as it deems fit.
(C) a Risk Management Committee: The risk management committee shall have minimum three
(3) members with majority of them being members of the Board, including at least one (1)
Independent Director. The chairperson of the risk management committee shall be a
member of the Board and senior executives of the Company may be members of the risk
management committee.
(D) an Executive Committee: The members of the executive committee must be members of the
Board and shall be determined and appointed, removed or replaced by the Board.
(E) a Stakeholders’ Relationship Committee: The stakeholders’ relationship committee must
have at least three (3) Directors, with at least one (1) being an Independent Director. The
chair must be a non-executive Director.
(F) all committees required by the Companies Act and other applicable Laws, from time to time.
(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any
regulations that may be imposed on it by the Board.
(e) (i) If no such chairperson is elected, or if at any meeting the chairperson is not present within five (5)
minutes after the time appointed for holding the meeting, the members present may choose one of
their members to be chairperson of the meeting.
(ii) A committee may meet and adjourn as it thinks fit.
(iii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the
members present. The chairperson of such committee shall not have a second or casting vote.
(iv) All acts done in any meeting of the Board or of a committee thereof or by any person acting as a
Director, shall, notwithstanding that it may be afterwards discovered that there was some defect in
the appointment of any one or more of such Directors or of any person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such Director or such person had been
duly appointed and was qualified to be a Director.
(f) A meeting of the Directors for the time being, at which a quorum as prescribed under Article 18.1(e) is
present, shall be competent to exercise all or any of the authorities, powers and discretions by Law or under
these Articles and regulations for the time being vested or exercisable by the Directors generally.
(g) For meeting of Board of Directors of the Company, the Board of Directors may meet for the dispatch of
business, adjourn and otherwise regulate its meetings, as it thinks fit, each in accordance with Article 18.
(h) Convening Meetings of the Board. Any Director may, and the company secretary shall, on the requisition
of a Director, summon a meeting of the Board or any committee, in accordance with the notice and other
requirements set out in Article 18. Subject to applicable Law, any Director wishing to place a matter on the
agenda for any meeting of the Board may do so by communicating with the Chairperson sufficiently in
advance of the meeting of the Board so as to permit timely dissemination of information with respect to the
agenda items to all Directors.
(i) The members may by passing an ordinary resolution remove a Director, before the expiry of his period of
office.
(j) All acts done in any meeting of the Board or of a committee thereof or by any person acting as a Director,
shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of
any one or more of such Directors or of any person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such Director or such person had been duly appointed and was qualified
to be a Director.
53220. CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL
OFFICER
20.1 (a) Subject to the provisions of the Companies Act:
(i) A chief executive officer, manager, company secretary or chief financial officer may be appointed
by the Board for such term, at such remuneration and upon such conditions as it may think fit; and
any chief executive officer, manager, company secretary or chief financial officer so appointed may
be removed from such office by means of a resolution of the Board in accordance with Section 203
of the Companies Act; and
(ii) A Director may be appointed as chief executive officer, manager, company secretary or chief
financial officer.
(b) A provision of the Companies Act or these regulations requiring or authorising a thing to be done by or to a
Director and chief executive officer, manager, company secretary or chief financial officer shall not be
satisfied by its being done by or to the same person acting both as Director and as, or in place of, chief
executive officer, manager, company secretary or chief financial officer.
21. DIVIDENDS AND RESERVE
21.1 (a) The Company in general meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.
(b) Subject to the provisions of Section 123 of the Companies Act, the Board may from time to time pay to the
members such interim dividends as appear to it to be justified by the profits of the Company.
(c) (i) The Board may, before recommending any dividend, set aside out of the profits of the Company
such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be
applicable for any purpose to which the profits of the Company may be properly applied, including
provision for meeting contingencies or for equalizing dividends; and pending such application, may,
at the like discretion, either be employed in the business of the Company or be invested in such
investments (other than shares of the Company) as the Board may, from time to time, thinks fit.
(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without
setting them aside as a reserve.
(d) (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all
dividends shall be declared and paid according to the amounts paid or credited as paid on the shares
in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares
in the Company, dividends may be declared and paid according to the amounts of the shares.
(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes
of this regulation as paid on the share.
(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid
on the shares during any portion or portions of the period in respect of which the dividend is paid;
but if any share is issued on terms providing that it shall rank for dividend as from a particular date
such share shall rank for dividend accordingly.
(e) The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable
by him to the Company on account of calls or otherwise in relation to the shares of the Company.
(f) (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque
or warrant sent through the post directed to the registered address of the holder or, in the case of
joint holders, to the registered address of that one of the joint holders who is first named on the
Register, or to such person and to such address as the holder or joint holders may in writing direct.
(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
(g) Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in
the manner mentioned in the Companies Act.
(h) No dividend shall bear interest against the Company.
533(i) Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or
other monies payable in respect of such share.
21.2 RIGHT TO DIVIDEND AND UNPAID OR UNCLAIMED DIVIDEND
(a) Where the Company has declared a dividend but which has not been paid or claimed within thirty (30) days
from the date of declaration the Company shall within seven (7) days from the date of expiry of the said period
of thirty (30) days transfer the total amount of dividend which remains unpaid or unclaimed within the said
period of thirty (30) days to a special account to be opened by the Company in that behalf in any scheduled
bank to be called Unpaid Dividend Account of PhonePe Limited.
(b) Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed
for a period of seven (7) years from the date of such transfer shall be transferred by the Company to the fund
known as Investor Education and Protection Fund established under the Companies Act.
(c) No unclaimed or unpaid dividend shall be forfeited by the Board before the claim becomes barred by Law.
(d) All other provisions under the Companies Act will be complied with in relation to the unpaid or unclaimed
dividend.
22. ACCOUNTS
22.1 (a) The Board shall, from time to time, determine whether and to what extent and at what, times and places and
under what conditions or regulation the accounts and books of the Company or any of them shall be open to
the inspection of members (not being Directors).
(b) No members (not being Director) shall have any right of inspecting any accounts or books of account of the
Company except as conferred by Law or authorised by the Board or by the Company in general meeting.
(c) The Directors shall in all respect comply with the provisions of Sections 128,134, 137, 206, 207 and 208, of
the Companies Act, and profits and loss account, balance sheet and auditors report and every other document
required by Law to annexed or attached as the case may be, to the balance sheet, to be sent to every member
and debenture holder of the Company and every trustee for the holders of the debentures issued by the
Company at least twenty-one (21) days before the date of annual general meeting of the Company at which
they are to be laid, subject to the provisions of Section 136 of the Companies Act.
23. WINDING UP
23.1 Winding up when necessary, will be done in accordance with the requirements of the Companies Act or statutory
modification thereto:
(i) If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of
the Company and any other sanction required by the Companies Act, divide amongst the members, in specie
or kind, the whole or any part of the assets of the Company, whether they shall consist of property of the same
kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided
as aforesaid and may determine how such division shall be carried out as between the members or different
classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled
to accept any shares or other securities whereon there is any liability.
(iv) Any person who is or has been a Director or manager, whose liability is unlimited under the Companies Act,
shall, in addition to their liability, if any, to contribute as an ordinary member, be liable to make a further
contribution as if he were at the commencement of winding up, a member of an unlimited company, in
accordance with the provisions of the Companies Act.
2 . INDEMNITY
24.1 Every officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by
him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he
is acquitted or in which relief is granted to him by the court or the tribunal.
53425. ALTERATION TO MEMORANDUM
25.1 The Company shall have the power to alter the conditions of the Memorandum in any manner.
2 . BORROWING POWERS
26.1 Subject to Section 73, 179 and 180 of the Companies Act and regulations made there under and directions issued by
the Reserve Bank of India, the Directors may, from time to time, raise or borrow any sums of money for and on behalf
of the Company from the member or other persons, companies or banks or they may themselves advance money to
the Company on such interest as may be approved by the Directors.
26.2 The Directors may, from time to time, secure the payment of such money in such manner and upon such terms and
conditions in all respects as they deem fit and in particular by the issue of bonds or debentures or by pledge, mortgage,
charge or any other security on all or any properties of the Company (both present and future) including its uncalled
capital for the time being.
26.3 Term of issue of Debentures: Any bonds, debentures, debenture-stock or other securities may if permissible under the
applicable Laws be issued at a discount, premium or otherwise by the Company and shall with the consent of the Board
be issued upon such terms and conditions and in such manner and for such consideration as the Board shall consider
to be for the benefit of the Company and on the condition that they or any part of them may be convertible into shares
of any denomination and with any privileges and conditions as to redemption, surrender, drawing, allotment of shares,
attending (but not voting) a general meeting, for appointment of Directors and otherwise debentures with the right to
conversion into or allotment of shares shall be issued only with the consent of the Company in a general meeting by a
special resolution.
2 . OPERATION OF BANK ACCOUNTS
27.1 The Directors shall have the power to open bank accounts to sign cheques on behalf of the Company and to operate
all banking accounts of the Company and to receive payments, make endorsements, draw and accept negotiable
instruments, hundies and bills or may authorise any other person or persons to exercise such powers.
28. AUDIT
28.1 (a) The first auditor of the Company shall be appointed by the Board of Directors within thirty (30) days from
the date of registration of the Company and the auditors so appointed shall hold office until the conclusion of
the first annual general meeting.
(b) At the first annual general meeting the Company shall appoint an auditor to hold office from the conclusion
of the meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every
six (6) meetings.
(c) The remuneration of the auditor shall be fixed by the Company in the annual general meeting or in such
manner as the Company in the annual general meeting may determine. In case of an auditor appointed by the
Board his remuneration shall be fixed by the Board.
30. COMMON SEAL
29.1 The Board may provide a common seal for the purposes of the Company, and shall have power from time to time to
destroy the same and substitute a new common seal in lieu thereof, and if the common seal provides for, the Board
shall provide for the safe custody of the common seal for the time being.
29.2 The common seal of the Company, if any, shall not be affixed to any instrument except by the authority of a resolution
of the Board, or of a committee of the board authorised by it in that behalf, and except in the presence of the company
secretary or any other person as the Board may appoint for such purpose; and the said authorised person or company
secretary shall sign every instrument to which the common seal of the Company is so affixed in their presence.
30. CONFIDENTIALITY
30.1 Subject to the provisions of Law and the Companies Act, every manager, auditor trustee, member of a committee,
officer servant, agent accountant or other persons employed in the business of the Company shall, if so required by
the Board of Directors before entering upon his duties, sign, declaration, pledging himself to observe strict secrecy
respecting all transactions of the Company with its customers and the state of account with individuals and in matters
relating thereto and shall by such declaration pledge himself, not to reveal any of the matters which may come to his
knowledge in the discharge of his duties except when required to do so by the Directors or by any court of law and
except so far as may be necessary in order to comply with any of the provisions in these present.
53531. GENERAL AUTHORITY
Wherever in the applicable provisions under Companies Act it has been provided that any Company shall have any
right, privilege or authority or that any Company could carry out any transaction only if the Company is authorized by
it Articles, then and in that case this regulation hereby authorizes and empowers the Company to have such right,
privilege or authority and to carry out such transaction as have been permitted by the Companies Act without there
being any other specific regulation in that behalf herein provided.
32. MISCELLANEOUS
At any point of time from the date of adoption of these Articles, if these Articles are or become contrary to the
provisions of the Companies Act, the rules, the Listing Regulations, byelaws issued by the stock exchanges and any
other applicable Laws, the provisions of the Companies Act, the rules, the Listing Regulations, byelaws issued by the
stock exchanges and other applicable Laws shall prevail over these Articles to such extent and the Company shall, at
all times, discharge all of its obligations as prescribed under applicable Laws, from time to time.
PART B
Part B of the Articles of Association provides for, amongst other things, the rights of certain shareholders pursuant to the
Shareholders Agreement. For more details in relation to the Shareholders Agreement, see “History and Certain Corporate
Matters – Shareholders’ agreements and other agreements” on page 267.
As on the date of this Updated Draft Red Herring Prospectus - I, the clauses/ covenants of Articles are in compliance with the
Companies Act and the securities laws, as applicable.
536SECTION X: OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following documents and contracts which have been entered or are to be entered into by our Company (not being contracts
entered into in the ordinary course of business carried on by our Company) which are or may be deemed material will be
attached to the copy of the Red Herring Prospectus/ Prospectus which will be filed with the RoC. Copies of the contracts and
also the documents for inspection referred to hereunder, may be inspected at the Registered and Corporate Office between 10
a.m. and 5 p.m. IST on all Working Days and shall be also available on the web link ir.phonepe.com/ipo-kit/material-contracts
from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date (except for such agreements executed after the
Bid/ Offer Closing Date).
A. Material Contracts for the Offer
a) Offer agreement dated September 23, 2025 read with first amendment agreement dated January 14, 2026
entered into amongst our Company, the Selling Shareholders and the BRLMs.
b) Registrar agreement dated September 23, 2025 entered into amongst our Company, the Selling Shareholders
and the Registrar to the Offer.
c) Cash Escrow and Sponsor Banks Agreement dated [●] amongst our Company, the Selling Shareholders, the
Registrar to the Offer, the BRLMs, the Syndicate Members, the Escrow Collection Bank(s), Sponsor Banks,
Public Offer Account Bank and the Refund Bank(s).
d) Share Escrow Agreement dated [●] amongst our Company, the Selling Shareholders, and the Share Escrow
Agent.
e) Syndicate Agreement dated [●] amongst our Company, the Selling Shareholders, Registrar to the Offer, the
BRLMs and Syndicate Members.
f) Underwriting Agreement dated [●] amongst our Company, the Selling Shareholders and the Underwriters.
B. Material Documents
a) Certified copies of our MoA and AoA, as updated from time to time.
b) Certificate of incorporation dated December 18, 2012, Registrar of Companies, Punjab and Chandigarh at
Chandigarh, in the name of ‘FX Mart Private Limited’.
c) Fresh certificate of registration dated August 1, 2016, issued by the Registrar of Companies, New Delhi at
Delhi, pursuant to change in our registered office from the state of Punjab to the state of Delhi.
d) Fresh certificate of incorporation dated November 18, 2016, issued by Registrar of Companies, Delhi at New
Delhi, consequent upon change in the name of our Company from ‘FX Mart Private Limited’ to ‘PhonePe
Private Limited’.
e) Fresh certificate of registration dated February 13, 2020, issued by the Registrar of Companies, Maharashtra
at Mumbai, pursuant to change in our registered office from the state of Delhi to the state of Maharashtra.
f) Fresh certificate of registration dated July 14, 2023, issued by the Registrar of Companies, Karnataka at
Bengaluru, pursuant to change in our registered office from the state of Maharashtra to the state of Karnataka.
g) Fresh certificate of incorporation dated May 1, 2025, issued by Central Processing Centre, MCA at Haryana,
consequent upon change in the name of our Company from ‘PhonePe Private Limited’ to ‘PhonePe Limited’,
pursuant to conversion to a public limited company.
h) Copies of annual reports of our Company for the last three Financial Years.
i) Resolution of the Board of Directors dated September 23, 2025 authorising the Offer and other related
matters.
j) Resolution of the Board of Directors dated September 23, 2025 approving the Pre-filed Draft Red Herring
Prospectus - I.
k) Resolution of the Board of Directors dated January 21, 2026 approving this Updated Draft Red Herring
Prospectus - I.
537l) Resolution of the Board of Directors dated September 23, 2025, taking on record the approval for the Offer
for Sale by the Selling Shareholders.
m) Consent letters and authorisations from each of the Selling Shareholders, authorising their respective
participation in the Offer.
n) Service agreement dated October 5, 2020, along with its addendum dated June 5, 2023, entered between the
Company and Sameer Nigam.
o) Service agreement dated October 5, 2020, along with its addendum dated June 5, 2023, entered between the
Company and Rahul Chari.
p) Share purchase agreement dated September 27, 2021, entered into between our Company and PhonePe
Private Limited, Singapore (now known as Headstand Pte. Ltd.) and C. E. Info Systems Private Limited (now
known as C.E. Info Systems Limited).
q) Share purchase agreement dated August 26, 2021, entered into between our Company and PhonePe Private
Limited, Singapore (now known as Headstand Pte. Ltd.) and PhonePe Insurance Broking Services Private
Limited.
r) Share purchase agreements each dated November 5, 2021 read with addendums each dated March 16, 2022
entered into between our Company and (i) Explorium Innovative Technologies Private Limited (now known
as PhonePe Lending Services Private Limited), Sahil Sharma, Aditya Shirole, Jerry Chase Resource Co. Ltd.,
M&S Partners Pte. Ltd., IF India II Investment Partnership, Beyond Next Ventures II Investment Limited
Partnership, SAB Holdings Private Limited, Ravi Nigam, Kiran Deshpande, Shashank Deshpande,
Subramanian Ramadorai, Shantanu Deshpande, Sakshi Gudwani, Pratap Singh Gudwani and Vineet Pani;
and (ii) Explorium Innovative Technologies Private Limited (now known as PhonePe Lending Services
Private Limited), Sahil Sharma and Aditya Shirole.
s) Share purchase agreement dated May 19, 2022, entered into between PhonePe Wealth Broking Private
Limited and Sujit Modi, Ujjwal Jain, Yuvraj Thakker and Quantech Capital Investment Advisors Private
Limited.
t) Share purchase agreements, dated May 20, 2022, read with a subsequent agreement dated November 7, 2022,
entered into by PhonePe Wealth Broking Private Limited with: (i) Wealth Technology & Services Private
Limited (now merged with PhonePe Wealth Broking Private Limited), Ujjwal Jain, and the persons listed in
Part A of Schedule 1; and (ii) Payasyougotech Platorms Private Limited.
u) Share purchase agreement dated October 3, 2022, entered into between our Company and PhonePe Private
Limited, Singapore (now known as Headstand Pte. Ltd.) and OSlabs Pte. Ltd. (now known as Indus Appstore
Pte. Ltd.).
v) Share purchase agreement dated September 5, 2025 between our Company, General Atlantic Singapore PPIL
Pte. Ltd., Manmeet Sandhu and the persons listed in schedule 1 of the agreement.
w) Share purchase agreement dated September 5, 2025 between our Company, General Atlantic Singapore PPIL
Pte. Ltd., Sameer Nigam and Rahul Chari.
x) Valuation report dated August 25, 2021, issued by Walker Chandoik & Co. LLP, Chartered Accountants, in
relation to acquisition of PhonePe Insurance Broking Services Private Limited.
y) Valuation report dated September 26, 2022, issued by Navigant Corporate Advisors Limited in relation to
acquisition of OSlabs Pte. Ltd. (now known as Indus Appstore (Singapore) Pte. Ltd.)
z) Valuation report dated September 24, 2021, issued by MSKA & Associates, Chartered Accountants, in
relation to acquisition of C. E. Info Systems Private Limited (now known as C.E. Info Systems Limited).
aa) Shareholders’ agreement dated September 19, 2025, entered into by and among our Company, WM Digital
Commerce Holdings Pte. Ltd., Sameer Nigam, Rahul Chari, Headstand Pte. Ltd., 3State Ventures Pte. Ltd.,
INQ Holdings LLC., Jadoff SPV 5, LLC, Microsoft Global Finance Unlimited Company, WCH Q3 2020 1,
LLC, General Atlantic Singapore PPIL Pte. Ltd., Tiger Global PIP-9 Ltd., Ribbit Bullfrog II Cayman IN
Holdings Ltd. and TVS Shriram Growth Fund 3.
bb) Our Company has received written consent dated January 21, 2026, from S.R. Batliboi & Associates LLP,
Chartered Accountants, to include their name as required under Section 26(1) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Updated Draft Red Herring Prospectus - I, and as an “expert” as
defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory
538Auditor, and in respect of their (i) examination report dated January 14, 2026 on the Restated Consolidated
Financial Information; and (ii) report on statement of special tax benefits dated September 23, 2025 included
in this Updated Draft Red Herring Prospectus - I, and such consent has not been withdrawn as on the date of
this Updated Draft Red Herring Prospectus - I. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act.
cc) Consent dated January 21, 2026, from Manian & Rao, Chartered Accountants, the independent chartered
accountants, to include their name in this Updated Draft Red Herring Prospectus - I as required under Section
26(5) of the Companies Act 2013 read with SEBI ICDR Regulations as an “expert” as defined under Section
2(38) of the Companies Act 2013 in respect of various certificates issued by them in their capacity as the
independent chartered accountant to our Company.
dd) Consent dated January 21, 2026, from K&S Partners, intellectual property consultant, to include their name
as required under the SEBI ICDR Regulations in this Updated Draft Red Herring Prospectus - I, and as an
“expert”, as defined under Section 2(38) of the Companies Act, 2013 in respect of the certificate dated January
21, 2026, in relation to the patent, design, trademark and copyright registrations and applications filed by our
Company and the Subsidiaries in India and outside India.
ee) Consent dated January 21, 2026, from Sai Krishna and Associates, intellectual property consultant, to include
their name as required under the SEBI ICDR Regulations in this Updated Draft Red Herring Prospectus - I,
and as an “expert”, as defined under Section 2(38) of the Companies Act, 2013 in respect of the certificate
dated January 21, 2026, in relation to the patent, design, trademark and copyright registrations and
applications filed by our Company in India.
ff) The examination report dated January 14, 2026, by the Statutory Auditors on the Restated Consolidated
Financial Information.
gg) The report on statement of special tax benefits dated September 23, 2025, from S.R. Batliboi & Associates
LLP, Chartered Accountants.
hh) Consents of our Directors, Company Secretary and Compliance Officer, legal counsel to our Company as to
Indian law, Bankers to our Company, Banker(s) to the Offer, the BRLMs, Syndicate Members, Registrar to
the Offer, Escrow Collection Bank(s), Public Offer Account Bank(s), Refund Bank(s), Sponsor Bank(s), in
their respective capacities.
ii) Certificate dated January 21, 2026, issued by Manian & Rao, Chartered Accountants, certifying the KPIs of
our Company.
jj) Certificate dated January 21, 2026, issued by Manian & Rao, Chartered Accountants, certifying the weighted
average price and cost of acquisition of Equity Shares by Promoters and Selling Shareholders.
kk) Certificate dated January 21, 2026, issued by Manian & Rao, Chartered Accountants, certifying ESOP
Scheme(s) and compliance with SEBI SBEB Regulations
ll) Certificate dated January 21, 2026, issued by Manian & Rao, Chartered Accountants, certifying outstanding
dues to the creditors.
mm) Certificate dated January 21, 2026, issued by Manian & Rao, Chartered Accountants, certifying outstanding
loans, advances and working capital facilities from banks, other financial indebtedness by the Company and
its Subsidiaries and loans and advances taken by the Company from its Promoter, Directors and Related
parties.
nn) Certificate dated January 21, 2026, issued by Manian & Rao, Chartered Accountants, certifying tax litigation.
oo) Certificate dated January 21, 2026, issued by Manian & Rao, Chartered Accountants, certifying details of
Basis for Offer Price.
pp) Certificate dated January 21, 2026, issued by Manian & Rao, Chartered Accountants, certifying the
capitalisation statement.
qq) Certificate dated January 21, 2026, issued by Manian & Rao, Chartered Accountants, certifying details of
minimum Promoters’ contribution and lock-in.
rr) Certificate dated January 21, 2026, issued by Manian & Rao, Chartered Accountants, certifying details of
dividend.
ss) Certificate dated January 21, 2026, issued by Manian & Rao, Chartered Accountants, certifying non-payment
of statutory dues.
539tt) Resolution dated January 21, 2026, passed by the Audit Committee approving the KPIs.
uu) Report titled ‘Democratising Access to Digital Economy’ dated January 13, 2026, issued by Redseer which
has been commissioned and paid for by our Company exclusively for the purposes of the Offer. The Redseer
Report has been uploaded on the website of our Company at www.phonepe.com/apollo/investor-
relations/pdf/industry-report.pdf.
vv) Consent dated January 21, 2026 of Redseer in respect of the Redseer Report.
ww) Due diligence certificate dated September 23, 2025 addressed to SEBI from the BRLMs.
xx) Tripartite agreement dated February 4, 2022, amongst our Company, NSDL and Registrar to the Offer.
yy) Tripartite agreement dated May 13, 2025, amongst our Company, CDSL and Registrar to the Offer.
zz) In-principle listing approvals each dated December 1, 2025, issued by BSE and NSE, respectively.
aaa) Final observation letter bearing number HO/49/11/11(127)2025-CFD-RAC-DIL2 dated January 8, 2026
issued by SEBI.
Any of the contracts or documents mentioned in this Updated Draft Red Herring Prospectus - I may be amended or modified
at any time, if so, required in the interest of our Company or if required by the other parties, without notice to the Shareholders
subject to compliance of the provisions contained in the Companies Act and other relevant statutes.
540DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no
statement, disclosure and undertaking made in this Updated Draft Red Herring Prospectus - I is contrary to the provisions of
the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements, disclosures, and undertakings made in this Updated Draft
Red Herring Prospectus - I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________________
Rohit Bhagat
Chairperson and Non-Executive Independent Director
Date: January 21, 2026
Place: Hillsborough, CA, USADECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no
statement, disclosure and undertaking made in this Updated Draft Red Herring Prospectus - I is contrary to the provisions of
the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements, disclosures, and undertakings made in this Updated Draft
Red Herring Prospectus - I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________________
Sameer Nigam
Whole-time Director and Chief Executive Officer
Date: January 21, 2026
Place: BengaluruDECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no
statement, disclosure and undertaking made in this Updated Draft Red Herring Prospectus - I is contrary to the provisions of
the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements, disclosures, and undertakings made in this Updated Draft
Red Herring Prospectus - I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________________
Rahul Chari
Whole-time Director and Chief Technology Officer
Date: January 21, 2026
Place: BengaluruDECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no
statement, disclosure and undertaking made in this Updated Draft Red Herring Prospectus - I is contrary to the provisions of
the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements, disclosures, and undertakings made in this Updated Draft
Red Herring Prospectus - I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
______________________________________
Donna Catherine Morris
Non-Executive Nominee Director
Date: January 21, 2026
Place: Mexico City, MexicoDECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no
statement, disclosure and undertaking made in this Updated Draft Red Herring Prospectus - I is contrary to the provisions of
the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements, disclosures, and undertakings made in this Updated Draft
Red Herring Prospectus - I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________________
John David Rainey JR
Non-Executive Nominee Director
Date: January 21, 2026
Place: Bentonville, Arkansas, USADECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no
statement, disclosure and undertaking made in this Updated Draft Red Herring Prospectus - I is contrary to the provisions of
the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements, disclosures, and undertakings made in this Updated Draft
Red Herring Prospectus - I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________________
Leigh Douglas Hopkins
Non-Executive Nominee Director
Date: January 21, 2026
Place: Fayetteville, Arkansas, USADECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no
statement, disclosure and undertaking made in this Updated Draft Red Herring Prospectus - I is contrary to the provisions of
the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements, disclosures, and undertakings made in this Updated Draft
Red Herring Prospectus - I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________________
Rachel Lee Brand
Non-Executive Nominee Director (Additional)
Date: January 21, 2026
Place: McLean, Virginia, USADECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no
statement, disclosure and undertaking made in this Updated Draft Red Herring Prospectus - I is contrary to the provisions of
the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements, disclosures, and undertakings made in this Updated Draft
Red Herring Prospectus - I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________________
Manish Sabharwal
Non-Executive Independent Director
Date: January 21, 2026
Place: IndoreDECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no
statement, disclosure and undertaking made in this Updated Draft Red Herring Prospectus - I is contrary to the provisions of
the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements, disclosures, and undertakings made in this Updated Draft
Red Herring Prospectus - I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________________
Tarun Bajaj
Non-Executive Independent Director
Date: January 21, 2026
Place: Abu DhabiDECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no
statement, disclosure and undertaking made in this Updated Draft Red Herring Prospectus - I is contrary to the provisions of
the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements, disclosures, and undertakings made in this Updated Draft
Red Herring Prospectus - I are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_______________________________________
Zarin Bomi Daruwala
Non-Executive Independent Director
Date: January 21, 2026
Place: MumbaiDECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no
statement, disclosure and undertaking made in this Updated Draft Red Herring Prospectus - I is contrary to the provisions of
the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements, disclosures, and undertakings made in this Updated Draft
Red Herring Prospectus - I are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
_______________________________________
Adarsh Nahata
Date: January 21, 2026
Place: BengaluruDECLARATION BY THE SELLING SHAREHOLDER
We, WM Digital Commerce Holdings Pte. Ltd., acting as a Selling Shareholder, hereby confirm and declare that all statements,
disclosures and undertakings specifically made or confirmed by us in this Updated Draft Red Herring Prospectus - I in relation
to ourselves, as a Selling Shareholder and our portion of the Offered Shares, are true and correct. We assume no responsibility
for any other statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or
confirmed by or relating to the Company or any other persons or any other Selling Shareholders in this Updated Draft Red
Herring Prospectus - I.
Signed for and on behalf of WM Digital Commerce Holdings Pte. Ltd.
_____________________________
Authorised signatory
Name: Lisle Geoffrey Adams
Designation: Authorized Signatory
Date: January 21, 2026
Place: Bentonville, Arkansas, USADECLARATION BY THE SELLING SHAREHOLDER
We, Tiger Global PIP 9-1 Ltd., acting as a Selling Shareholder, hereby confirm, certify and declare that all statements,
disclosures and undertakings specifically made, confirmed or undertaken by us in this Updated Draft Red Herring Prospectus -
I about or in relation to ourselves, as a Selling Shareholder and our portion of the Offered Shares, are true and correct. We
assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures
and undertakings made or confirmed by or relating to the Company or any other persons or any other Selling Shareholders in
this Updated Draft Red Herring Prospectus - I.
Signed for and on behalf of Tiger Global PIP 9-1 Ltd.
_____________________________
Authorised signatory
Name: Richard Fortunato
Designation: Director
Date: January 21, 2026
Place: 9 West 57th St 35th FL NY, NY 10019DECLARATION BY THE SELLING SHAREHOLDER
We, Microsoft Global Finance Unlimited Company, acting as a Selling Shareholder, hereby confirm, certify and declare that
all statements, disclosures and undertakings specifically made or confirmed by us in this Updated Draft Red Herring Prospectus
- I in relation to us, as a Selling Shareholder and our respective portion of the Offered Shares, are true and correct. We assume
no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures and
undertakings made or confirmed by or relating to the Company or any expert or any other persons or any other Selling
Shareholders in this Updated Draft Red Herring Prospectus - I.
Signed for and on behalf of Microsoft Global Finance Unlimited Company
_____________________________
Authorised signatory
Name: Bradley Faulhaber
Designation: Director
Date: January 21, 2026
Place: Redmond, Washington, USA