PhonePe Prepares for IPO with Board Expansion Amid SEBI’s Regulatory Shift

Geetanjali Lachke Posted on August 18, 2025

PhonePe Appoints Zarin Daruwala to Board

PhonePe has added Zarin Daruwala, former head of Standard Chartered Bank’s India and South Asia operations, as an independent director on its board. She has more than 30 years experience in the banking industry, including key roles at ICICI Bank and board-level experience with firms like ICICI Lombard, ICICI Securities, and JSW Steel.

Financial Performance and Revenue Diversification

In FY24, PhonePe reported a 73% year-on-year increase in revenue, reaching ₹5,064 Crores. The company narrowed its net loss to ₹1,996 Crores, a 28% improvement from the previous year. Adjusted profit after tax, excluding ESOP costs, stood at ₹197 Crores. PhonePe's revenue remains heavily reliant on its payments business, which accounts for approximately 95% of total revenue. The company is actively working to diversify its income streams through ventures in insurance, wealth management, and digital lending.

SEBI's Regulatory Reforms

SEBI has introduced several measures to strengthen the regulatory framework for IPOs and insider trading:

SME IPO Regulations: Companies aiming to launch SME IPOs are now required to show a minimum operating profit of ₹1 Crore in at least two of the past three financial years. Additionally, the Offer for Sale (OFS) component cannot exceed 20% of the overall issue size. IPO funds can no longer be used to repay loans taken from promoters or related entities, as per the revised guidelines.
Insider Trading Norms: The definition of Unpublished Price Sensitive Information (UPSI) has been expanded to include events such as changes in key managerial personnel, significant contracts, and regulatory actions. This aims to enhance market integrity and transparency.

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