MUMBAI, MONDAY, NOVEMBER 10, 2025 FOLLOW US ON TWITTER & FACEBOOK. APP AVAILABLE ON APP STORE & PLAYSTORE WWW.FINANCIALEXPRESS.COM READ TO LEAD VOL LXV NO. 265, 28 PAGES, `12.00 P U B L I S H E D F R O M : A H M E D A B A D , B E N G A L U R U , C H A N D I G A R H , C H E N N A I , H Y D E R A B A D , K O C H I , K O L K ATA , L U C K N O W, M U M B A I , N E W D E L H I , P U N E (THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT) (THIS DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR SECURITIES. NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA.) INITIAL PUBLIC OFFER OF EQUITY SHARES (DEFINED BELOW) ON THE MAIN BOARD OF BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”). PINE LABS LIMITED (Please scan the QR code to view the RHP.) Our Company was incorporated as ‘Pine Labs Private Limited’ at New Delhi, India as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated May 18, 1998 issued by the Registrar of Companies, Delhi and Haryana at New Delhi (“RoC”). Subsequently, our Company was converted to a public limited company and the name of our Company was changed to ‘Pine Labs Limited’ pursuant to a Board resolution dated May 9, 2025 and a Shareholders’ resolution dated May 16, 2025, and a fresh certificate of incorporation dated June 6, 2025 was issued by the RoC. For further details, including details in relation to the change in the registered office of our Company, see “History and Certain Corporate Matters – Changes in our Registered Office” on page 291 of the red herring prospectus dated October 31, 2025 filed with the RoC (“RHP”). Registered Office: Unit No. 408, 4th Floor, Time Tower, MG Road, DLF QE, Gurgaon - 122 002, Haryana, India; Corporate Office: Candor Techspace, 4th & 5th Floor, Tower 6, Plot No. B2, Sector 62, Noida – 201 301, Uttar Pradesh, India Tel: +91 22 6986 3600; Website: www.pinelabs.com; Contact person: Neerav Mehta, Company Secretary and Compliance Officer; E-mail: cosecy@pinelabs.com; Corporate Identity Number: U67100HR1998PLC113312 OUR COMPANY DOES NOT HAVE AN IDENTIFIABLE PROMOTER INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF `1 EACH (“EQUITY SHARES”) OF PINE LABS LIMITED (“OUR COMPANY” OR “THE COMPANY”) FOR CASH AT A PRICE OF `[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO `[●] MILLION COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF `1 EACH AGGREGATING UP TO `20,800.00 MILLION BY OUR COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 82,348,779 EQUITY SHARES OF FACE VALUE OF `1 EACH AGGREGATING UP TO `[●] MILLION (“OFFERED SHARES”) BY THE SELLING SHAREHOLDERS AS SET OUT UNDER ANNEXURE A ON PAGE 610 OF THE RHP, (COLLECTIVELY REFERRED TO AS THE “SELLING SHAREHOLDERS”, AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS, THE “OFFER FOR SALE”, AND TOGETHER WITH THE FRESH ISSUE, THE “OFFER”). DETAILS OF THE OFFER FOR SALE NUMBER OF EQUITY SHARES OFFERED / WEIGHTED AVERAGE COST OF NAME OF THE SELLING SHAREHOLDERS** CATEGORY ` `# Investor Selling Up to 23,002,308 Equity Shares of face value Peak XV Partners Pine Investment Holdings 5.60 Shareholder of ` 1 each aggregating up to ` [●] million Investor Selling Up to 8,808,097 Equity Shares of face value Actis Pine Labs Investment Holdings Limited 71.43 Shareholder of ` 1 each aggregating up to ` [●] million Investor Selling Up to 8,747,787Equity Shares of face value Macritchie Investments Pte. Ltd. 76.67 Shareholder of ` 1 each aggregating up to ` [●] million Investor Selling Up to 6,786,963 Equity Shares of face value PayPal Pte. Ltd. 77.78 Shareholder of ` 1 each aggregating up to ` [●] million Investor Selling Up to 5,925,004 Equity Shares of face value Mastercard Asia/Pacific Pte. Ltd. 128.62 Shareholder of ` 1 each aggregating up to ` [●] million AIM Investment Funds (Invesco Investment Funds), on behalf Investor Selling Up to 3,212,971 Equity Shares of face value 243.89 of its series portfolio Invesco Developing Markets Fund Shareholder of ` 1 each aggregating up to ` [●] million THE OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ` 1 EACH, AGGREGATING UP TO `25.00 MILLION (CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED IN THE RHP) (“EMPLOYEE RESERVATION PORTION”). OUR COMPANY, IN CONSULTATION WITH THE BRLMS, HAS OFFERED A DISCOUNT OF UP TO [●]% 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 [●]% AND [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY. PRICE BAND: `210 TO `221 PER EQUITY SHARE OF FACE VALUE OF `1 EACH. BIDS CAN BE MADE FOR A MINIMUM OF 67 EQUITY SHARES AND IN MULTIPLES OF 67 EQUITY SHARES THEREAFTER. THE FLOOR PRICE IS 210 TIMES OF THE FACE VALUE OF THE EQUITY SHARES AND THE CAP PRICE IS 221 TIMES OF THE FACE VALUE OF THE EQUITY SHARES. THE OFFER IS BEING MADE IN COMPLIANCE WITH REGULATION 6(2) OF THE SEBI ICDR REGULATIONS. THE EQUITY SHARES OF OUR COMPANY WILL GET LISTED ON THE MAIN BOARD OF BSE AND NSE. NSE SHALL BE THE DESIGNATED STOCK EXCHANGE. * The UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date. We are a technology company focused on digitizing commerce through digital payments and issuing solutions for merchants, consumer brands and enterprises, and financial institutions. The Offer is being made through the Book Building Process in compliance with Regulation 6(2) of the SEBI ICDR Regulations. QIB Portion: At least 75% of the Net Offer | Non-Institutional Bidders: Not more than 15% of the Net Offer | Retail Individual Bidders: Not more than 10% of the Net Offer Employee Reservation Portion: Up to [●] Equity Shares of face value of `1 each aggregating up to `25.00 million. A discount of `21 per Equity Share is being offered to Eligible Employees Bidding in the Employee Reservation Portion. CATEGORY Madison India Opportunities IV WEIGHTED AVERAGE COST OF `# 39.43 Lone Cascade, L.P. Investor Selling Shareholder Up to 2,413,491 Equity Shares of face value of ` 1 each aggregating up to ` [●] million 190.87 Lokvir Kapoor Individual Selling Shareholder Up to 2,221,277 Equity Shares of face value of ` 1 each aggregating up to ` [●] million 0.49 Sofina Ventures S.A. Investor Selling Shareholder Up to 1,998,359 Equity Shares of face value of ` 1 each aggregating up to ` [●] million 47.22 As certified by J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), by way of their certificate dated October 31, 2025. **For a complete list of the Selling Shareholders and their respective weighted average costs of acquisition per Equity Share, see “Annexure A” on page 610 of the RHP. # THE PRICE TO EARNINGS RATIO BASED ON DILUTED EPS FOR FISCAL 2025 AT THE LOWER END OF THE PRICE BAND (I.E., FLOOR PRICE) IS (144.83) TIMES AND AT THE UPPER END OF THE PRICE BAND (I.E., CAP PRICE) IS (152.41) TIMES AS COMPARED TO THE AVERAGE INDUSTRY PEER GROUP P/E RATIO OF 61.78 TIMES. WEIGHTED AVERAGE RETURN ON ADJUSTED NET WORTH FOR THE LAST THREE FISCAL YEARS IS (6.47)%. BID/OFFER OPEN BID/OFFER PROGRAMME DETAILS OF THE OFFER FOR SALE NUMBER OF EQUITY SHARES OFFERED / ` Investor Selling Up to 3,018,784 Equity Shares of face value Shareholder of ` 1 each aggregating up to ` [●] million NAME OF THE SELLING SHAREHOLDERS** BID/OFFER CLOSES ON TUESDAY, NOVEMBER 11, 2025* In accordance with the recommendation of the Committee of Independent Directors of our Company, pursuant to their resolution dated November 1, 2025, the above provided price band is justified based on quantitative factors/ KPIs disclosed in the “Basis for Offer Price” section on page 203 of the RHP vis-a-vis the weighted average cost of acquisition (“WACA”) of primary and secondary transaction(s) as applicable, disclosed in the “Basis for Offer Price” section on page 203 of the RHP. In making an investment decision, potential investors must only rely on the information included in the RHP and the terms of the Offer, including the merits and risks involved and not rely on any other external sources of information about the Offer available in any manner. In relation to the Price Band, potential investors should only refer to the pre-Offer and price band advertisement for the Offer dated November 1, 2025 and should not rely on any media articles/reports in relation to the RISK TO INVESTORS (For details refer to section titled “Risk Factors” on page 60 of the RHP) 1. Losses in the recent past: We have invested heavily in the growth of our business, including, among others, (i) creating and scaling our ecosystem of merchants, consumer brands and enterprises, financial institutions, and other partners such as business software providers, (ii) pursuing acquisitions and investments to strengthen our competitive position, acquire products and technologies, and enhance our capabilities, including Qwikcilver, Mosambee, QFix, Setu and Credit+, (iii) developing and enhancing our technology, (iv) enhancing the reach of our solutions in international markets, (v) recruiting and retaining talent, and (vi) capital expenditure for investing in our network of digital check-out points. The table below sets forth our profit/(loss) for the period/ year, revenue from operations and profit/(loss) for the period/ year as a percentage of revenue from operations for the periods/ years indicated below: For the three months period ended June 30, Fiscal Year 2025 2024 2025 2024 2023 ` Profit/ (Loss) for the period/ year (A) 47.86 (278.89) (1,454.87) (3,419.03) (2,651.45) Revenue from operations (B) 6,159.10 5,224.19 22,742.74 17,695.46 15,976.58 Profit/ (Loss) for the period/ year as a percentage of 0.78% (5.34%) (6.40%) (19.32%) (16.60%) revenue from operations (%) (C = A/B) 2. Negative cash flows from operations in the recent past: Our negative cash flows from operating activities in the three months periods ended June 30, 2025 and June 30, 2024, and Fiscal Years 2024 and 2023 were primarily attributable to working capital changes, which included increases in other bank balances (earmarked balances with banks), increase in trade receivables and increases in other financial assets, offset in part by increases in liabilities towards prepaid gift cards as the total value standing to the credit of owners of prepaid gift cards, which is payable to merchants on redemption of prepaid cards, increased from `36,811.54 million as of March 31, 2023 to `47,736.37 million as of June 30, 2025 driven by an increase in our Issuing and Acquiring Platform GTV. The table below sets forth our net cash generated from/(used in) operating activities for the periods/years indicated. Particulars Particulars For the three months period ended June 30, 2025 2024 ` (2,811.93) (950.87) 2025 Fiscal Year 2024 2023 Net cash generated from/ (used in) operating activities 497.18 (2,290.05) (1,523.60) 3. Customer retention risk: Our success depends on our ability to retain and grow a diversified customer base, comprising merchants, consumer brands and enterprises, and financial institution partners on our platform. This success hinges on their willingness to work and partner with us, which in turn depends on factors such as the attractiveness of our platform and other competitive factors. The table below sets out the breakdown of the number of merchants, consumer brands and enterprises and financial institutions on our platform as of the dates indicated. Particulars Merchants For the three months period ended June 30, Fiscal Year 2025 2024 2025 2024 2023 Opening Gained during the period/ year Departed during the period/ year 954.43 107.83 73.96 Opening Gained during the period/ year Departed during the period/ year 690 43 17 716 (thousands) 644.50 644.50 530.32 250.99 137.80 445.07 289.20 318.76 47.71 135.14 175.02 39.43 528 80 8 600 528 220 58 690 444 115 31 528 370 98 24 444 Financial institutions Opening 198 94 94 80 44 Gained during the period/ year 5 93 115 17 37 Departed during the period/ year 26 12 11 3 1 Total at period/ year end 177 175 198 94 80 If our customers and potential customers are not satisfied with, among other things, the solutions we offer, the scale of our ecosystem partnerships or the strength, security, adaptability and flexibility of our technology platform, in general or relative to our competitors, then customers may choose not to partner with us. 4. Customer concentration risk: Our revenue from operations is concentrated among a few key customers. The following table sets out the revenue contributions from our top 1, top 5 and top 10 customers for periods/years indicated. For the three months period ended June 30, Fiscal Year 2025 2024 2025 2024 2023 ` Top 1 (A) 507.81 596.05 2,415.23 3,020.09 3,076.36 % of revenue from operations (B = A/ G) 8.24% 11.41% 10.62% 17.07% 19.26% Top 5 (C) 1,296.25 1,147.29 5072.14 4,924.43 4,956.52 % of revenue from operations (D = C/ G) 21.05% 21.96% 22.30% 27.83% 31.02% Top 10 (E) 1,804.78 1,561.98 7,038.98 6,223.10 6,178.29 % of revenue from operations (F = E/ G) 29.30% 29.92% 30.95% 35.17% 38.67% Revenue from operations (G) 6,159.10 5,224.19 22,742.74 17,695.46 15,976.58 While our top 10 customers do not account for more than 50% of our revenue from operations individually or in aggregate in our most recent Fiscal Year and period, the relative concentration of our business and transaction volume with a small number of customers renders us vulnerable to any decisions by these entities to terminate or reduce their business engagements with us, and no assurance can be provided that we will be able to maintain historic levels of business with these key customers. 5. The price to earnings ratio based on diluted EPS for fiscal 2025 at the lower end of the price band (i.e., floor price) is (144.83) times and at the upper end of the price band (i.e., cap price) is (152.41) times as compared to the average industry peer group P/E ratio of 61.78 times. 6. Regulatory risk: We are subject to the direct regulatory oversight by the Reserve Bank of India (“RBI”) and the Reserve Bank Information Technology Private Limited (“ReBIT”). Our Company, being a licensed payment aggregator, is subject to the Payment and Settlement Systems Act, 2007 dated January 30, 2025 (“PSS Framework”) and RBI’s Master Direction on Regulation of Payment Aggregators (“PAs”) dated September 15, 2025, and as updated from time to time (“RBI PA Master Directions”). This includes meeting rigorous criteria and guidelines related to capital requirements, security standards, operational efficiency, merchant onboarding, outsourcing norms, and data storage. For instance, PAs are required to undertake background and antecedent checks on the merchants and ensure that customer transactions are processed securely, with clear policies for handling disputes and refunds. Moreover, PAs must comply with baseline technology infrastructure including data localization requirements, ensuring that sensitive payment data is stored within India. While we have not faced any instances of non-compliance with the RBI PA Master Directions, the Company underwent an annual RBI and ReBIT regulatory examination in July 2025 for which the inspection report is awaited. 7. Risk associated with digital infrastructure and transaction platform: Our Digital Infrastructure and Transaction Platform offering comprises the following solutions for merchants: (i) in-store and online infrastructure, (ii) affordability, VAS and transaction processing, and (iii) FinTech infrastructure. The following table sets out the revenue contributions from our Digital Particulars Infrastructure and Transaction Platform operating segment in the periods/years indicated. For the three months period ended June 30, 2025 2024 ` Particulars 2025 Fiscal Year 2024 2023 Total Revenue from operations from Digital 4,343.71 3,733.10 16,032.27 12,764.33 11,524.02 Infrastructure and Transaction Platform (A) Revenue from operations (B) 6,159.10 5,224.19 22,742.74 17,695.46 15,976.58 Total Revenue from operations from Digital Infrastructure and Transaction Platform as a 70.53% 71.46% 70.49% 72.13% 72.13% percentage of revenue from operations (C = A/B) The concentration of a significant portion of our business on the Digital Infrastructure and Transaction Platform operating segment exposes us disproportionately to the risk of any our Digital Infrastructure and Transaction Platform customers choosing to no longer partner with us or choosing to partner with our competitors. 8. Geographic concentration risk: Our sales in India contribute to a significant portion of our revenue. The table below shows our revenue from external customers by geographical location for the periods/years indicated. For the three months period ended June 30, Fiscal Year 2025 2024 2025 2024 (` million, unless otherwise indicated) 5,215.85 4,428.22 19,365.17 15,759.87 Particulars 2023 Revenue from external customers - India 14,618.15 Revenue from external customers – India as a 84.69% 84.76% 85.15% 89.06% 91.50% percentage of revenue from operations (%) Revenue from external customers - Outside India 943.25 795.97 3,377.57 1,935.59 1,358.43 Revenue from external customers – Outside India 15.31% 15.24% 14.85% 10.94% 8.50% as a percentage of revenue from operations (%) Revenue from operations 6,159.10 5,224.19 22,742.74 17,695.46 15,976.58 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 sales volume, thereby affecting our business, financial condition and results of operations. 9. Vendor risk: We rely on a network of third-party vendors to provide the hardware, software and support necessary to operate our platform and ecosystem. These include cloud computing providers, telecommunication service providers, call centre providers and software suppliers. If our third-party vendors fail to perform their obligations on time and as agreed contractually, it could cause a material adverse impact on our operations. The following table shows the percentage of our total expenses attributable to our top 5 and top 10 vendors for the periods/years indicated. For the three months period ended June 30, 2025 2024 ` 6,578.63 5,596.68 757.53 605.38 11.52% 10.82% 1,042.85 816.02 15.85% 14.58% Particulars 2025 Fiscal Year 2024 2023 Total expenses (A) 24,269.01 22,217.25 19,430.66 Top 5 vendors (B) 2,910.99 1,863.05 1,883.35 % of total expenses (C = B/ A) 11.99% 8.39% 9.69% Top 10 vendors (D) 4,001.01 2,874.17 2,850.07 % of total expenses (E = D/ A) 16.49% 12.94% 14.67% 10. Contingent liabilities risk: As of June 30, 2025, we had `3,310.40 million in contingent liabilities. The following table sets forth the principal components of our contingent liabilities as of June 30, 2025. These liabilities relate to bonuses payable to employees, employee provident fund liabilities, indirect tax demands and legal claims. Particulars As of June 30, 2025 (` million, unless otherwise indicated) Bonus payable for the financial year 2014-15 0.46 Employee provident fund liability including interest 3.41 Indirect tax matters 2,177.93 Interest liability on Indirect tax matters stated above 1,123.76 Legal compliance of labour laws and other civil matters 4.84 Contingent liabilities (A) 3,310.40 Equity share capital 447.07 Other equity 34,628.43 Net Worth (B) 23,275.48 % of Contingent liabilities on Net Worth (C = A/ B) (%) 14.22% 11. Cybersecurity risk: The automated nature of our business and our reliance on digital technologies make us a target for, and potentially vulnerable to, cyberattacks and security breaches including social engineering, denial of service, credential stuffing, ransomware and other malware, employee error and malfeasance and other sources of disruption, and third parties may be able to access our data or the data of our customers and partners. While we have policies, system controls and checks restricting the access to the data that we store, and while we have not, in the three months periods ended June 30, 2025 and June 30, 2024 and Fiscal Years 2025, 2024 and 2023, experienced any cyberattacks and security breaches, our policies may not be effective in all cases and we cannot assure you that we will not experience any cyberattacks and security breaches in the future. We process confidential and personal data in our ordinary course of business. This includes personal identifiable information (“PII”) of consumers including email addresses and phone numbers, gift card data, KYC data, cardholder data, payment transaction data, card PIN, card PAN, card expiry data, Bharat Connect data, merchant data and third-party integration data. 12. Inorganic growth through acquisition risk: We propose to utilize a portion of the Net Proceeds to fund inorganic growth through unidentified acquisitions, as set forth in the section “Objects of the Offer” beginning on page 182 of the RHP. These proposed unidentified acquisitions by our Company and/or our Subsidiaries shall be undertaken in accordance with the applicable laws, including the Companies Act, FEMA, the regulations notified thereunder and the SEBI Listing Regulations, as the case may be, including obtaining approval from the shareholders of our Company and/or our Subsidiaries, as may be required. The actual deployment of funds will depend on a number of factors, including the timing, nature, size and number of acquisitions undertaken, as well as general factors affecting our results of operation, financial condition and access to capital. These factors will also determine the form of investment for these potential acquisitions, i.e., whether they will be directly done by our Company or through investments in our Subsidiaries in Continued on next page...