National, November 3, 2025: Pine Labs Limited (“Pine Labs” or “The Company”), announces that the Bid / Offer Opening Date in relation to its initial public offer of the Equity Shares (“Offer”) will be Friday, November 7, 2025.
The Offer comprises a fresh issue of such number of Equity Shares by the Company aggregating up to ₹20,800.00 million (the “Fresh Issue”) and an offer for sale of up to 82,348,779 Equity Shares (the “Offer for Sale”) by certain existing shareholders of the Company (the “Selling Shareholders”). For a complete list of the Selling Shareholders, please refer to page 610 of the red herring prospectus dated October 31, 2025 filed with the Registrar of Companies, Delhi and Haryana at New Delhi (“RHP”).
A discount of ₹ 21 per Equity Share is being offered to Eligible Employees Bidding in the Employee Reservation Portion.
The Company proposes to utilise the Net Proceeds towards repayment / prepayment, in full or in part, of certain borrowings availed of by the Company; investment in certain of its Subsidiaries, namely Qwikcilver Singapore, Pine Payment Solutions, Malaysia and Pine Labs UAE for expanding its presence outside India; investment in IT assets, expenditure towards cloud infrastructure, procurement of digital check-out points and technology development initiatives; and general corporate purposes and unidentified inorganic acquisitions (the “Objects of the Offer”).
The Anchor Investor Bid/Offer Period opens and closes on Thursday, November 6, 2025. The Bid/Offer Period will open on Friday, November 7, 2025 for subscription and close on Tuesday, November 11, 2025.
The Price Band of the Offer has been fixed at ₹210 to ₹221 per Equity Share. Bids can be made for a minimum of 67 Equity Shares and in multiples of 67 Equity Shares thereafter.
This Equity Shares are being offered through the RHP.
The Equity Shares to be offered through the RHP are proposed to be listed on BSE Limited and National Stock Exchange of India Limited (“NSE”). For the purposes of the Offer, NSE is the Designated Stock Exchange.
Axis Capital Limited, Morgan Stanley India Company Private Limited, Citigroup Global Markets India Private Limited, J.P. Morgan India Private Limited and Jefferies India Private Limited are the book running lead managers to the Offer (the “BRLMs”).
All capitalised terms used herein but not defined shall have the same meaning as ascribed to them in the RHP.
The Offer is in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”). The Offer is being made through the Book Building Process in compliance with Regulation 6(2) of the SEBI ICDR Regulations wherein at least 75% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion the “QIB Portion”) provided that the 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 one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which Equity Shares will be allocated to the Anchor Investors (“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 QIB Portion (excluding the Anchor Investor Portion) (“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. If at least 75% of the Net Offer cannot be Allotted to QIBs, then the entire Bid Amount (as defined in the RHP) will be refunded forthwith. 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 Net Offer shall be available for allocation to Non-Institutional Bidders (“NIBs”) of which (a) one third portion shall be reserved for NIBs with application size of more than ₹ 200,000 and up to ₹ 1,000,000; and (b) two-thirds of the portion shall be reserved for NIBs with application size of more than ₹ 1,000,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to Bidders in the other sub-category of NIBs in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price and not more than 10% of the Net Offer shall be available for allocation to Retail Individual Bidders (“RIB”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price.
Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees Bidding under the Employee Reservation Portion, subject to valid Bids being received from them at or above the Offer Price (net of Employee Discount, if any). 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 (as defined in the RHP) using the UPI Mechanism (as defined in the RHP)), 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” beginning on page 523 of the RHP.
Disclaimer:
Pine Labs Limited is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offer of its Equity Shares and has filed the RHP dated October 31, 2025 with the RoC. The RHP is available on the website of the Company at www.pinelabs.com, SEBI at www.sebi.gov.in, as well as on the websites of the BRLMs, i.e., Axis Capital Limited, Morgan Stanley India Company Private Limited, Citigroup Global Markets India Private Limited, J.P. Morgan India Private Limited and Jefferies India Private Limited at www.axiscapital.co.in, www.morganstanley.com/india, www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm,www.jpmipl.com and www.jefferies.com, respectively and the websites of National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com, respectively. Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risks, please see the section entitled “Risk Factors” on page 60 of the RHP and the details set out in the RHP. Any potential investor should not rely on the DRHP for making any investment decision.
This announcement is not an offer of securities for sale in the United States or elsewhere. This announcement has been prepared for publication in India only and is not for publication or distribution, directly or indirectly, in or into the United States. The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“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 state securities laws in the United States. Accordingly, the Equity Shares are being offered and sold (i) in the United States solely to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) 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 in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. There will be no public offering in the United States.