Pine Labs Ltd IPOPINELABS

The IPO opens on 07 Nov 2025 & closes on 11 Nov 2025.

Pine Labs Limited was incorporated as Pine Labs Private Limited' at New Delhi, India as a private limited company, pursuant to a certificate of incorporation dated May 18, 1998 issued by the Registrar of Companies, Delhi and Haryana at New Delhi. Subsequently, Company was converted to a public limited company and the name was changed to Pine Labs Limited' via certificate dated June 6, 2025 issued by the RoC. Pine Labs is a technology company focused on digitizing commerce through digital payments and issuing solutions for merchants, consumer brands and enterprises, and financial institutions. Company's Advanced technology infrastructure helps to accelerate the digitization journey of customers in India, Malaysia, UAE, Singapore, Australia, the U.S and Africa. It categorize the offerings into 'Digital Infrastructure and Transaction Platform' and 'Issuing and Acquiring Platform'. Digital Infrastructure and Transaction Platform allows merchants to accept payment for in-store and online purchases, powering and simplifying the checkout process across various payment form factors. The Company offer issuing and acquiring solutions to financial institutions enabling issuance of credit cards, debit cards, prepaid cards and forex cards to consumers, and enable merchant acquiring solutions. In 2005, Company launched Plutus': a payment solution to accept credit and debit cards, which streamline transactions for equated monthly instalments. In 2013, it launched PayLater in India; launched PinePerks (a part of PineLabs Prepaid): a customizable rewards and gifting solution platform, in India in 2014; expanded the business to Malaysia in 2017, acquired Qwikcilver (a part of PineLabs Prepaid) in 2019, acquired Fave in 2020, launched Pine Labs Online in 2021, acquired QFix, Mosambee, Setu, Credit+ in 2022-23. Further, Company acquired Mosambee, Setu and Credit + in FY 2023. Pine Labs Singapore got merged with the Company, pursuant to the Scheme of Arrangement as approved by Hon'ble National Company Law Tribunal (NCLT) Chandigarh bench on 09 April 2025, thus making it effective from 6 June 2025. Company launched the Initial Public Offer by raising Rs 3900 Crores and issuing 176,478,303 equity shares of face value of Re 1 each, consisting a fresh issue of 94,129,524 equity shares aggregating to Rs 2080 Crore and the offer for sale of 82,348,779 equity shares aggregating to Rs 1820 crores in November, 2025.

Pine Labs Ltd IPO will close on 11 Nov 2025.

<ul><li>Platform with proven scale and growth in operating profitability.</li><li>Ecosystem which brings together merchants, consumer brands and enterprises, and financial institutions enabling commerce transactions and creating network effects.</li><li>Deep partnerships with large merchants, consumer brands and enterprises, and financial institutions.</li><li>Full stack, cloud-based flexible and scalable technology platform.</li><li>Ability to consistently innovate new solutions and features.</li><li>Experienced, professional management team with entrepreneurial leadership. </li></ul>

No risks available.

<ul><li>We have incurred losses in the recent past, including a loss for the year of Rs.1,454.87 million in Fiscal Year 2025 primarily driven by our total expenses, which was 104.29% of total income in Fiscal Year 2025. There can be no assurance that we will not continue to suffer losses in the future.</li><li>We have had negative cash flows from operations in the recent past. Our net cash used in operating activities in the three months period ended June 30, 2025 was Rs.2,811.93 million. There can be no assurance that we will not continue to generate negative cash flows in the future.</li><li>If we are unable to retain our existing customers and acquire additional customers, our business, financial condition and results of operations could be adversely affected.</li><li>Our top 10 customers accounted for 29.30% and 30.95% of our revenue from operations for the three months period ended June 30, 2025 and Fiscal Year 2025, respectively. Our revenue from operations is concentrated among a few key customers, and any decision by these customers to reduce or terminate their business with us could significantly impact our business, financial condition and results of operations.</li><li>The auditor's reports on our financial statements contain certain remarks and modifications including adverse opinions for the Fiscal Years 2025, 2024 and 2023. 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 and results of operations.</li><li>Our operations are subject to regulation, oversight and inspection by the Reserve Bank of India ("RBI") and the Reserve Bank Information Technology Private Limited ("ReBIT"), and any adverse observations, proceedings or notices from the RBI or ReBIT may adversely affect our business, financial condition, results of operations and prospects.</li><li>We may not be able to prevent others from unauthorized use of our intellectual property or may be subject to claims by third parties for alleged infringement, misappropriation, or other violation of their intellectual property or other proprietary rights, any of which could harm our business and competitive position.</li><li>There are outstanding legal proceedings against our Company and Subsidiaries. Any adverse decision in such proceedings may render us/ them liable to liabilities/ penalties and may adversely affect our business, cash flows and reputation.</li><li>We have in the past and may in the future be subject to cybersecurity, data or privacy breaches that could interrupt our operations and adversely affect our reputation, brand, business, financial condition and results of operations.</li><li>We have not obtained credit ratings. A failure to obtain credit ratings and any downgrade in any future credit ratings we may have could increase our borrowing costs and adversely affect our ability to obtain financing.</li><li>Our Pine Labs Prepaid business and our Pine Labs Online business are subject to applicable anti-money laundering laws and regulations including the Prevention of Money Laundering Act, 2002 ("PMLA"). We and our financial institution partners are also subject to various counter-terrorist financing and economic sanction laws and regulations. In addition, we are required to conduct KYC checks for our online infrastructure business, and the acquiring banks which we partner with, for which our in-store infrastructure business require us to conduct KYC checks on their behalf. Any non-compliance with such obligations, laws and regulations may lead to adverse outcomes for our Company.</li><li>We operate in a highly competitive industry and our inability to compete successfully would materially and adversely affect our business, financial condition and results of operations.</li><li>Our future growth and financial success will be harmed if there is a decline in the use of credit cards, debit cards, prepaid cards, UPI, wallets and other payments methods enabled on our platform, as payment mechanisms for consumers, adverse developments with respect to the payment processing industry in general, or if there is a decrease in demand for alternative financial services.</li><li>We are dependent on acquiring banks for our operations, and any the failure of, or refusal by, any of these entities to maintain service quality or renew our agreements could adversely affect our business, financial condition and result of operations.</li><li>We intend to utilize a portion of the Net Proceeds for inorganic growth through acquisitions, although such acquisition targets have yet to be identified. Further, if the allocated portion of the Net Proceeds is insufficient to cover for the cost of the relevant inorganic acquisition, we may need to seek alternative forms of funding.</li><li>There may be challenges in expanding into new geographic regions, owing to the unfamiliar competitive landscape, limited market experience and regulatory hurdles, potentially leading to the incurrence of substantial expenditure and/or delayed returns on investment, which could adversely affect our business, financial condition and results of operations.</li><li>Our success depends on the continuing efforts of our Key Managerial Personnel and Senior Management Personnel, 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</li><li>The scale of our business has increased significantly in recent years as result of strategic acquisitions and organic growth, and may not be indicative of our future growth prospects.</li><li>Real or perceived software errors, interruptions, failures, bugs, defects, or outages of our technology platform or IT systems and any potential inadequacies in our redundancies, business continuity plans or disaster recovery plans, could impair our ability to effectively provide our products, services and solutions, which could adversely affect our business and reputation.</li><li>If we do not continue to innovate and further develop our platform and offerings or if we are unable to keep pace with technological developments, we may not remain competitive and our business, financial condition and results of operations could be adversely affected.</li><li>Our Digital Infrastructure and Transaction Platform operating segment accounted for 70.53% and 70.49% of our revenue from operations in the three months period ended June 30, 2025 and Fiscal Year 2025, respectively. Any disruption in our Digital Infrastructure and Transaction Platform offering could adversely affect our business, financial condition and results of operations.</li><li>If we are unable to obtain, renew or maintain the statutory permits, approvals and licenses necessary for the operation of our business, our business, financial condition, results of operations and prospects could be materially and adversely affected.</li><li>Any difficulties in identifying, consummating and integrating acquisitions, investments, alliances, or entries into new businesses and any difficulties in consummating divestitures may expose us to potential risks and have an adverse effect on our business, financial condition and results of operations.</li><li>We are exposed to risks associated with chargebacks and refunds across our operating segments, particularly in cases of billing disputes and fraudulent transactions.</li><li>There have been certain instances of delays in payment of statutory dues by our Company and Subsidiaries. Any further delays in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have a material adverse impact on our financial condition and cash flows.</li><li>Failure to prevent or manage fraudulent transactions and illegal activities on our platform could cause us to incur losses and liability and otherwise harm our business.</li><li>If we are unable to comply with repayment and other covenants in our financing agreements, our business, financial condition and cash flows could be adversely affected.</li><li>84.69% and 85.15% of our revenue from external customers for the three months period ended June 30, 2025 and Fiscal Year 2025, respectively was from India. Our revenue from external customers is geographically concentrated in India, and any adverse changes in the economic, legal, political, regulatory, public health, and other circumstances in India could disrupt our business and reduce our overall sales volume, thereby affecting our business, financial condition and results of operations.</li><li>The "Pine Labs" brand is critical to our ability to acquire new users and grow our business. Any failure to maintain, protect and enhance our brand and reputation could have a material adverse effect on our business, financial condition and results of operations, and our brand and reputation could be harmed by complaints, unfavourable media coverage and negative publicity regarding our Company or our solutions.</li><li>Any impediment in procuring hardware, software and cloud systems and services in a timely manner and at competitive costs, or at all, and any significant disruption in, or errors in, service on our platform or relating to third parties that we work with may have a material adverse effect on our business, financial condition, results of operations and prospects.</li><li>We rely on various third-party vendors and operating system providers in connection with our business operations. Any deterioration in our relationships with, or disruption of the services provided by, such vendors could adversely affect our business, financial condition and results of operations.</li><li>Our customer's experience and satisfaction depend on the interoperability of our platform across devices, operating systems and third-party systems and networks that we do not control. Any changes to the technologies utilized on our platform or third-party applications could reduce the functionality of our platform.</li><li>The processing of payment transactions is concentrated among a few payment card networks. Any changes to their terms and conditions, any non-compliance with these terms, could impact our business, financial condition and result of operations.</li><li>Our results of operations are significantly impacted by the financial performance, business decisions and regulatory challenges faced by our merchants, consumer brands and enterprises, and financial institution partners, which are outside our control.</li><li>We are exposed to credit risks associated with providing instant and early settlement for our customers.</li><li>Our reliance on third-party data, technology and software introduces risks of regulatory non-compliance, intellectual property infringements, misappropriations and malfunctions outside our control, which could result in financial losses and damage to our business and reputation.</li><li>Our success depends on merchants promoting, integrating and supporting our platform, and a failure to do so could materially and adversely affect our business, financial condition and results of operations.</li><li>Disruptions in third-party software systems and unfavourable changes to the algorithms, policies or access to online channels could limit audience engagement and traffic. Moreover, poor placement or reviews of our Apps in application marketplaces could decrease usage and brand recognition, materially and adversely affecting our business, financial condition and results of operations.</li><li>We have in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.</li><li>We have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds. Our funding requirements and deployment of the Net Proceeds of the Fresh Issue are based on management estimates and have not been independently appraised. Any variation in the utilization of our Net Proceeds as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval.</li><li>A portion of the Net Proceeds is proposed to be utilized for repayment or pre-payment, in full or part, all or a portion of certain loans availed by us from Axis Bank Limited and Citibank N.A., affiliates of certain BRLMs to the Offer.</li><li>Some aspects of our platforms include open source software and our use of such software could adversely affect our business, financial condition and results of operations.</li><li>Misconduct and errors by our employees, vendors, service providers and/ or customers could harm our business and reputation.</li><li>We may require additional capital to support the growth of our business and this capital might not be available on acceptable terms, if at all.</li><li>We had Rs.3,310.40 million of contingent liabilities as of June 30, 2025. If any of these contingent liabilities materialize, our financial condition, results of operations and cash flows could be adversely affected.</li><li>Our Directors have been unable to locate specific records of their past employment experience to supplement their past experience and therefore we have been constrained to include limited disclosure for their respective profiles in this Red Herring Prospectus.</li><li>Our Associate and Group Company, Agya Technologies Private Limited ("Agya"), is currently non-compliant with the RBI's requirement relating to the constitution of a nomination and remuneration committee, and has filed an application with the RBI for appointment of directors, which is currently pending.</li><li>Certain of our corporate records are not traceable. Further, certain filings may have inadvertent errors or inaccuracies. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future or that we will not be subject to any penalty imposed by the competent regulatory authority.</li><li>Changes in market interest rates, or rules and regulations surrounding market interest rates, could have an adverse effect on our business, financial condition and results of operations.</li><li>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 and results of operations.</li><li>Our inability to collect trade receivables and default in payment from our customers could adversely affect our business, financial condition and results of operations and cash flows.</li><li>Our Directors, Key Managerial Personnel and Senior Management Personnel have interests in our Company beyond their remuneration and reimbursement of any expenses.</li><li>A significant portion of our asset base includes digital check-out points, goodwill and intangible assets which could be subject to impairment.</li><li>We may not be able to renew leases or control rent increases at our existing offices on commercially reasonable terms, or at all, which could have an adverse impact on our operations and results of operations.</li><li>Any failure or significant weakness of our internal control systems could result in operational errors or incidents of fraud, which would adversely affect our profitability and reputation.</li><li>Our Company and certain of our Subsidiaries have availed loans from banks and other financial institutions, which may be recalled on demand.</li><li>We are subject to risks associated with exchange rate fluctuations, which can adversely affect our net profit, finance costs and margins.</li><li>Our business, our internal projections and our ability to forecast our business opportunities and revenues are subject to certain significant risks, assumptions, estimates and uncertainties, including factors beyond our control, and we have experienced in the past, and expect to continue to experience, fluctuations in our revenues.</li><li>Certain sections of this Red Herring Prospectus 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 offering is subject to inherent risks.</li><li>We track certain operational and non-GAAP metrics with internal systems and tools that are not independently verified by third parties. Certain of our operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.</li></ul>

The Issue type of Pine Labs Ltd is Book Building.

The minimum application for shares of Pine Labs Ltd is 67.

The total shares issue of Pine Labs Ltd is 176466426.

Initial public offering of up to 176,478,303 equity shares of face value of Re. 1/- each ("Equity Shares") of Pine Labs Limited ("the Company" or "the Company") for cash at a price of Rs. 221 per equity share (including a Share Premium of Rs. 220 per Equity Share) ("Offer Price") aggregating up to Rs. 3899.91 crores comprising a fresh issue of up to 94,129,524 equity shares of face value of Re. 1/- each aggregating up to Rs. 2080.00 crores by the company ("Fresh Issue") and an offer for sale of up to 82,348,779 equity shares of face value of Re. 1/- each aggregating up to Rs. 1819.91 crores ("Offered Shares") by the selling shareholders. The company, in consultation with the brlms, may consider a pre-ipo placement of specified securities aggregating up to Rs. 520.00 crores, as may be permitted under applicable law, prior to filing of the ("pre-ipo placement"). The pre-ipo placement, if undertaken, will be at a price to be decided by the company, in consultation with the brlms. if the pre-ipo placement is completed, the amount raised pursuant to the pre-ipo placement will be reduced from the fresh issue, subject to compliance with Rule 19(2)(b) of the securities contracts (Regulation) Rules, 1957, as amended. the pre-ipo placement, if undertaken, shall not exceed 20% of the size of the fresh issue. Prior to the completion of the offer, the company shall appropriately intimate the subscribers to the pre-ipo placement, prior to allotment pursuant to the pre-ipo placement, that there is no guarantee that the company may proceed with the offer or the offer may be successful and will result into listing of the equity shares on the stock exchanges. further, relevant disclosures in relation to such intimation to the subscribers to the pre-ipo placement (if undertaken). The offer includes a reservation of up to 125,000 equity shares of face value of Re. 1/- each, aggregating up to Rs. 2.5 crores (Constituting up to 0.01% of the post-offer paid-up equity share capital), for subscription by eligible employees (As Defined Hereinafter) ("Employee Reservation Portion"). The company, in consultation with the brlms, may offer a discount of up to 9.50% of the offer price to eligible employees bidding in the employee reservation portion ("Employee Discount"). The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer shall constitute 15.37% and 15.36% of the post-offer paid-up equity share capital of the company, respectively. A discount of Rs. 21 per equity share is being offered ti eligible employees bidding in the employees reservation portion.