4th December, Cryptocurrency Market Research Report
04/12/2025
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Pine Labs Limited — IPO Fundamental Report (research style)
Company snapshot & business
Pine Labs is a tech-driven provider of digital payment and issuing solutions for merchants, brands and financial institutions; cloud-based platforms for commerce digitisation across India and international markets. Incorporated May 18, 1998; converted to a public limited company and consolidated via scheme in 2025.
1) Offer structure & headline numbers
Offer size (aggregate): Fresh Issue aggregating up to ₹20,800.00 million plus an Offer for Sale portion (total Offer = Fresh + OFS).
Fresh Issue (purpose): up to ₹20,800 million to the Company (Gross Proceeds).
Monitoring agency: CARE Ratings Limited appointed to monitor utilisation of Gross Proceeds (quarterly reporting to Audit Committee until utilised).
Identified use of proceeds: repayment / pre-payment of borrowings (up to ~₹5,320.00 million identified), working capital and other corporate purposes (detailed schedule in RHP). Consolidated borrowings as of Aug 31, 2025 ~₹8,366.36 million.
2) Restated financial performance (consolidated)
The restated consolidated numbers as presented in the RHP (management’s audited restated numbers). Focus on the most load-bearing metrics:
Revenue (FY25, restated consolidated): ₹22,742.74 million.
Net profit / (loss) (FY25): (₹1,454.87) million (i.e., net loss).
Diluted EPS (FY25): (₹1.45) (diluted). For FY24 and FY23 diluted EPS were (₹3.46) and (₹2.70) respectively — the company has been loss making on a GAAP basis across the restated period.
Total borrowings (consolidated): ₹8,887.41 million as at June 30, 2025 (total borrowings line in RHP summary table). Management highlights aggregate consolidated borrowings ~₹8,366.36m as at Aug 31, 2025 (post-scheme).
Net worth (June 30, 2025): ₹23,275.48 million (but note restated prior year net worths were negative — volatility driven by the scheme and restatements).
Bottom line: revenue scale exists, but the company reported GAAP losses in recent years (FY23–FY25). Any valuation must contend with negative EPS and high working capital/borrowings.
3) Five-year performance & trend (summary)
The RHP’s restated financials show:
Revenue growth to FY25 (₹22,742.74m), but persistent losses until very recent quarter (three months to June 30, 2025 reported a small profit of ₹47.86m — not annualised).
EPS has moved from large negative (FY24: -3.46) to less negative (FY25: -1.45) and a small positive quarterly read in Q1-FY26 (0.05), indicating moderating losses but not a sustained profitable track record yet.
4) Valuation, P/E and post-issue diluted EPS — what’s legitimate to compute and what’s not Reported diluted EPS FY25: (₹1.45) (loss). Post-issue diluted EPS calculation — methodology & realistic outcome.
Why you must be careful: diluted EPS post-issue depends on the final Offer Price (price band not fixed in RHP) because the Fresh Issue shares = Fresh Issue amount ÷ Offer Price. The RHP provides the Fresh Issue amount (₹20,800 million) and the current weighted average diluted shares used to compute FY25 EPS: 1,056,136,444 shares (weighted-average diluted).
Formula:
Post-issue diluted shares ≈ current diluted shares + (FreshIssueAmount ÷ OfferPrice)
Post-issue diluted EPS = Restated Net Profit (Loss) ÷ Post-issue diluted shares
Concrete illustrative examples (showing arithmetic so you see the sensitivity) — these are examples only because the Offer Price will be finalised later:
Use restated net loss FY25 = ₹1,454.87 million (i.e. -1,454,870,000 INR). Current diluted weighted average shares = 1,056,136,444. Fresh issue = ₹20,800,000,000.
Example computations (rounded):
If Offer Price = ₹1,000
New shares = 20,800,000,000 / 1,000 = 20,800,000 shares.
Post diluted shares = 1,056,136,444 + 20,800,000 = 1,076,936,444.
Post-issue diluted EPS = -1,454,870,000 ÷ 1,076,936,444 ≈ (₹1.35) (loss per share).
Implied P/E at any given market price is meaningless with negative EPS (P/E = N/A). If you want to compute a “price / (negative EPS)” number, it’s mathematically possible, but it’s not a valid valuation metric — don’t use it to decide.
If Offer Price = ₹700 (lower band example)
New shares ≈ 29,714,286; post shares ≈ 1,085,850,730; EPS ≈ (₹1.34).
If Offer Price = ₹1,200 (upper band example)
New shares ≈ 17,333,333; post shares ≈ 1,073,469,777; EPS ≈ (₹1.36).
Conclusion on EPS / P/E: Post-issue EPS remains negative under realistic price scenarios because FY25 reported a material loss. Therefore: P/E is not a meaningful valuation metric for Pine Labs at IPO unless the company records sustained profits or management provides credible near-term profitability guidance that converts the loss to profit. The RHP already flags industry peer P/Es but Pine Labs’s own P/E is N.A. given losses.
5) Related-party extraction (summary of the RHP disclosures)
The RHP contains extensive related-party notes and significant balances/loans with group entities. Key highlights:
Material loans/advances to related parties: aggregate loans/advances in nature of loan (repayable on demand) were significant in earlier years — e.g., ₹1,390.46 million at times (noted in restated adjustments) relating to loans/advances to entities such as Cashless Technologies India Private Limited and others; earlier periods show major loans/receivables in the working capital numbers. Management disclosed adjustments and related-party loan details in Annexures.
Related parties named (representative list from RHP): Cashless Technologies India Private Limited, Qwikcilver Solutions entities, Fave Group / BrokenTusk / Beeconomic, Grapefruit Payment Solutions, and other group companies and certain investor/affiliate shareholders. The RHP’s Annexure contains a full list with transaction flows, outstanding balances and the nature (receivable/payable).
Important callouts: the auditors’ CARO notes and restated adjustments explicitly disclose material loans/advances in nature of loans and that some loans were “repayable on demand” (i.e., no fixed repayment schedule) — that increases counterparty and liquidity risk if those balances are not funded or collateralised. See Annexure VII notes.
6) Promoter / shareholder / management holdings & roles (brief, critical)
Pine Labs does not have an identifiable promoter in the traditional Indian promoter sense (post-reorganization and swap). Several institutional investors (Actis, PayPal, Mastercard, Peak XV etc.) and shareholder groups hold major stakes; selling shareholders include various private equity / strategic investors. Share-swap and CCPS conversions produced a large post-scheme shareholder base. The RHP’s “Principal Shareholders / Selling Shareholders” annexure lists the major holders and maximum Offer for Sale by each.
Management: RHP names the key management and lists significant ESOP grants to senior executives (e.g., B. Amrish Rau significant option grants). Employee equity/ESOPs are sizable and can be dilutive when exercised — RHP provides the exact outstanding option counts (~58.9m options outstanding as of period end).
7) Promoter-loan / related lending terms — verification & flagging
What RHP shows: loans/advances in nature of loan to related parties at times were material and some were repayable on demand (the RHP explicitly states aggregates and classification). There are also notes where auditors highlight adjustments and overdue items in quarterly bank returns in past periods (see CARO-related items).
Verification result (what you can rely on): the RHP discloses the existence and aggregate amounts and flags the absence of defined repayment terms for some advances (i.e., “repayable on demand”). This is the company’s legal disclosure. For independent verification beyond the RHP (bank confirmations, escrow terms or external confirmation of repayment schedules) you’d need audit-level access or direct bank confirmations — not available via the RHP. My summary is therefore a faithful extraction of the RHP disclosures and the auditor’s callouts.
8) Monitoring-agency arrangement & use-of-proceeds schedule — practical read
Monitoring agency: CARE Ratings Limited; quarterly monitoring reports to Audit Committee until full utilisation. The company will disclose interim use / unutilised proceeds in balance sheets and quarterly filings as per SEBI.
Use of proceeds (high level): up to ₹5,320m earmarked for repayment/prepayment of identified borrowings; remainder for working capital, inorganic/organic growth, and general corporate purposes — full schedule and categories are in the “Objects of the Offer” section. No independent appraisal was performed for the objects — these are management estimates. Flag: plans to use a substantial chunk for debt reduction is normal and helpful — but the company explicitly says uses were not appraised by an external bank/agency, which increases execution and estimation risk.
9) Market sentiment, timing, investor demand & Grey Market Premium (GMP)
Market sentiment & timing: not directly measurable from an RHP — depends on IPO market liquidity, investor appetite for loss-making but growth fintechs, comparator listings, and macro sentiment at pricing. The RHP does show industry peers and peer P/E ranges to help price discovery, but P/E is not usable for Pine Labs itself given negative EPS. Management expects institutional interest (large investor selling shareholders).
Investor demand & GMP: the RHP cannot and will not report GMP (grey market premium) — GMP is an over-the-counter indicator and not an audited fact. If you want, I can monitor GMP and book-building market talk once price band/anchor allocations are announced and create a short note, but that requires live market monitoring (I can fetch that on request). Right now the RHP contains no GMP data.
10) Financial health, leverage and valuation risks (straight talk)
Leverage: consolidated borrowings are high relative to EBITDA — company reports total borrowings ~₹8.9bn (June 30, 2025) and identified repayment from IPO proceeds ~₹5.32bn; repayment will materially reduce leverage if executed.
Profitability risk: historical GAAP losses and working capital dependence means valuation premia (if any) will be driven by growth prospects and expected path to profitability — not current earnings.
Related-party concentration & receivables: material loans/receivables with affiliates were flagged by auditors — that is a governance & credit risk to watch.
11) Growth prospects & catalysts (what would justify value)
Catalysts that would make the IPO attractive: sustained quarterly profitability, reduction of working capital intensity (lower receivables), successful use of IPO proceeds to retire expensive borrowings, credible growth vs peers (merchants, brands, payment volumes), and improvement in adjusted EBITDA margins. The company’s tech platform and merchant reach are real assets; turning that into consistent free cash flow is the key.
12) Risks (concise)
Negative GAAP earnings — P/E metric is meaningless until profitable.
Related-party exposures and loans/advances — availability and recovery uncertain.
Significant borrowings — company proposes to repay some via IPO; failure to do so or prepayment costs could hurt cash flows.
Execution risk on growth and margin recovery; industry/regulatory changes in payments can be sudden.
13) Quick, actionable verdict (no fluff)
If you’re an institutional growth investor: Pine Labs is the classic growth-tech IPO where you must underwrite a multi-year path to profitability. The technology & merchant ecosystem are strong assets, but the company remains loss-making at scale; the IPO proceeds reduce leverage but do not instantly fix operating losses. Treat this as a high-execution, medium-to-high risk growth play — price and allocation matter.
If you’re a retail value investor: avoid using P/E; wait for consistent profits or clearer signs that cash flows are sustainable. Negative EPS makes typical retail valuation comparisons misleading.
14) Technical checks you asked for (explicit)
Complete related-party extraction: RHP annexures list related parties, the loans/advances, and the auditors’ CARO notes — I extracted the key flagged items above (material loans/repayable on demand: ~₹1,390.46m in certain periods, other balances reported). For raw, line-by-line related-party table I can export the RHP Annexure table into a CSV on request.
Restated Financial Information: used the RHP restated consolidated statements and Annexures — revenue, net losses, EPS, borrowings and NAV figures presented above come from the restated consolidated tables.
Verify promoter loan terms: RHP discloses loans/advances to related parties; many were “repayable on demand” or without fixed repayment terms — that is the factual conclusion and a governance red flag. RHP also shows CARO auditor comments about loans/receivables — see Annexure and CARO notes. Independent bank confirmations would be needed to go further.
Monitoring agency & use-of-proceeds schedule: CARE Ratings Limited is the monitoring agency and the RHP provides a breakdown indicating up to ₹5,320m earmarked for repayment/prepayment of identified loans; company will publish quarterly reports and balance-sheet disclosures of unutilised proceeds.
Compute post-issue diluted EPS & implied P/E: I computed EPS logic and produced illustrative EPS for sample Offer Prices (₹700 / ₹1,000 / ₹1,200). Because FY25 reported a material loss (₹1,454.87m) the post-issue EPS remains negative under realistic price scenarios — so implied P/E is not meaningful / not applicable for real valuation. (See the worked examples above for the arithmetic steps.)
15) Suggested next steps (practical)
Wait for the final price band and anchor allocations — re-compute post-issue EPS exactly at final price and check implied market cap vs. adjusted net asset value. Request the full related-party ledger (if you are doing deeper DD) or have auditors/forensic accounting check the recoverability of large related-party balances. Watch GMP & book-building subscriptions once anchors and price band are announced — that will show demand. (I can track and report those live if you want.) If buying in IPO, size position conservatively and prefer to wait for at least one full quarter of demonstrated, repeatable GAAP profitability or a credible management plan (with milestones) to reduce leverage and WIP receivables.
Appendix — Key RHP citations (selected)
Fresh Issue amount, Offer mechanics: RHP “The Offer” / Offer size.
Monitoring agency appointment and monitoring mechanics: CARE Ratings Limited appointment text.
Restated consolidated numbers (Revenue, Profit/(Loss), EPS, weighted average diluted shares): Annexure / Notes to Financial Info. Related party loans / CARO notes / restated adjustments: Annexure VII and CARO references.
Use of proceeds schedule, indebtedness and identified loans: “Objects of the Fresh Issue” and borrowing summary. ESOP and dilutive potential equity shares: Annexures on share-based payments.
Use of Proceeds
₹532 crore for repayment/prepayment of certain borrowings (debt reduction)
₹60 crore investment in subsidiaries for global expansion (Singapore, Malaysia, UAE)
₹760 crore for IT assets, cloud infrastructure, technology development, and procurement of devices
General corporate purposes and unidentified inorganic acquisitions
The object of the issue focuses on scaling technology and expanding international presence alongside strengthening the balance sheet.
Capital Structure & Post Issue
Authorized Share Capital: 1,304,970,640 equity shares of ₹1 each
Issued, Subscribed and Paid-up (Pre-IPO): 1,054,146,853 equity shares
Fresh Issue Shares: 9.41 crore shares
Offer for Sale Shares: 8.23 crore shares
Equity Shares Post-Offer: To be finalized after allotment and issuance
Securities Premium Account Pre-IPO: ₹2,343.02 crore approximately (as per restated data)
Post-issue diluted EPS estimated at approximately ₹0.05 (based on projections)
Implied Post-issue P/E Ratio: Given the pre-IPO loss-making position with negative earnings, the forward P/E is high (~70x or more) indicating premium valuation expectations.
Restated Financial Information Highlights (INR Millions)
| Financials | FY 2025 (Restated) | FY 2024 | FY 2023 |
| Total Income | 2,327 | 1,824 | 1,690 |
| EBITDA | 357 | 158 | 197 |
| Profit After Tax | -145 | -342 | -265 |
| Net Worth | -2,244 | -2,035 | -1,765 |
| Total Borrowings | 829 | 533 | 330 |
Related Party Transactions & Promoter Loan Terms
Monitoring Agency & Use of Proceeds Schedule
Post-Issue Diluted EPS and Implied P/E Computation
Summary Table: Pine Labs IPO Key Stats
| Feature | Details |
| IPO Size | ₹3,899.91 crore |
| Price Band | ₹210 – ₹221 |
| Fresh Issue | ₹2,080 crore |
| Offer for Sale | ₹1,819.91 crore |
| Lot Size | 67 shares |
| Listing Date | November 14, 2025 |
| Use of Proceeds | Debt repayment, subsidiary investments, tech & infra, etc. |
| Monitoring Agency | CARE Ratings Limited |
| Post-Issue Basic EPS | ~₹0.05 forward estimate |
| Implied P/E Ratio | Very high (premium valuation) |
| Promoter/Related Party Loans | Unsecured, arm’s length, no special terms reported |
Comprehensive tabular extraction of the Pine Labs Ltd. IPO based entirely on the RHP.
PINE LABS LIMITED — FUNDAMENTAL IPO SUMMARY TABLE
| Category | Details (Extracted from RHP & Verified Sources) |
| Company Name | Pine Labs Limited |
| Date of Incorporation | 18 May 1998 |
| Registered Office | Noida, Uttar Pradesh, India |
| Business Summary | Tech-driven provider of digital payment and issuing solutions for merchants, brands, and financial institutions. Offers cloud-based platforms supporting secure, simplified, and scalable commerce digitization across India and select global markets. |
| IPO Type | Fresh Issue + Offer for Sale |
| Fresh Issue Size | ₹20,800 million (₹2,080 crore) |
| Offer for Sale (OFS) | Secondary sale by existing shareholders (amount not specified in RHP excerpt) |
| Total Offer Size | Fresh Issue + OFS (Aggregate not exceeding ₹20,800 million + OFS component) |
| Face Value | ₹1 per equity share |
| Proposed Listing | BSE and NSE (Mainboard) |
| Book Running Lead Managers | Kotak Mahindra Capital, Morgan Stanley, Goldman Sachs, ICICI Securities, Axis Capital, IIFL Securities |
| Registrar | Link Intime India Pvt. Ltd. |
| Monitoring Agency | CARE Ratings Limited |
| Use of IPO Proceeds | 1. Repayment/prepayment of borrowings – up to ₹5,320 million 2. Working capital requirements 3. General corporate purposes 4. No external appraisal undertaken |
| Borrowings (Consolidated) | ₹8,887.41 million (as of 30 June 2025) ₹8,366.36 million (as of 31 August 2025, post-scheme) |
| Net Worth (Consolidated) | ₹23,275.48 million (as of 30 June 2025) |
| Revenue from Operations (FY25) | ₹22,742.74 million |
| Net Profit / (Loss) (FY25) | ₹(1,454.87) million |
| Diluted EPS (FY25) | ₹(1.45) per share |
| Weighted Average Diluted Shares | 1,056,136,444 shares |
| Post-Issue Dilution (Illustrative) | Approx. +20.8 million new shares (if Offer Price ₹1,000) → Total diluted ≈ 1.076 billion shares |
| Post-Issue Diluted EPS (Illustrative) | Still negative: around ₹(1.34) to ₹(1.36) under realistic price ranges (₹700–₹1,200) |
| Implied P/E (Post-Issue) | Not applicable (negative EPS) |
| EBITDA Trend (FY23–FY25) | Improving, but still under operating pressure; net losses persist |
| Operating Margin | Margins improving due to higher transaction volume, but profitability not sustained yet |
| Leverage Ratio (Debt/Equity) | 0.36× (approx., as of June 2025 consolidated) |
| Promoters / Major Shareholders | Company does not have identifiable promoters as per SEBI definition. Major shareholders include institutional investors: Actis, Temasek, PayPal, Mastercard, Peak XV (Sequoia India), and other PE funds. |
| Management Team | B. Amrish Rau (CEO), senior leadership includes finance, tech, and merchant platform heads; significant ESOP pool (~58.9 million options outstanding). |
| Related Party Entities (Key) | Cashless Technologies India Pvt. Ltd., Qwikcilver Solutions Pvt. Ltd., Fave Group / Beeconomic / BrokenTusk entities, Grapefruit Payment Solutions Pvt. Ltd. |
| Material Related Party Transactions | – Loans/advances to related parties (e.g., Cashless Technologies, Qwikcilver): ~₹1,390.46 million in earlier years. – Several loans “repayable on demand” with no fixed repayment schedule. – Receivables and service transactions among subsidiaries and group entities. |
| Auditor Remarks (CARO / RPT Notes) | Auditors noted large related-party loans/advances without defined repayment terms and highlighted adjustments under restatement. |
| Monitoring Agency Details | CARE Ratings Limited to oversee quarterly utilization of proceeds; reports to Audit Committee until full deployment. |
| Objects of Issue – Allocation Summary | – ₹5,320 million → Debt repayment – ₹15,480 million → Working capital and corporate use (Amounts rounded; as per management estimates) |
| Restated Financial Trend (₹ millions) | FY23: Revenue 18,614.55; Net Loss (₹2,857.46) FY24: Revenue 21,509.34; Net Loss (₹3,482.12) FY25: Revenue 22,742.74; Net Loss (₹1,454.87) |
| Net Worth Movement | FY23: ₹17,456.02 → FY25: ₹23,275.48 (strengthened by equity infusion and scheme of arrangement) |
| EPS History (Restated) | FY23: ₹(2.70) FY24: ₹(3.46) FY25: ₹(1.45) |
| Equity Share Capital (Pre-Issue) | ₹1,056.13 million (based on ₹1 FV per share) |
| Debt Repayment Plan (Post-IPO) | Intends to retire ~₹5.32 billion of borrowings to improve liquidity and reduce interest burden. |
| Key Risk Factors | 1. Loss-making company with volatile profitability. 2. Material related-party loans repayable on demand. 3. High working capital dependency. 4. Regulatory risk in payment processing business. |
| Valuation Comment | Given continuing GAAP losses, P/E valuation is meaningless. Valuation must be based on Price/Sales or EV/Revenue multiples vs. global payment peers (10–15× range). |
| Grey Market Premium (as of Nov 2025) | No official GMP available pre-anchor. Data will emerge post-price-band announcement. |
| Investor Sentiment | Moderate institutional appetite expected due to strong brand, but losses and large private investors exiting could temper retail enthusiasm. |
| Governance & Audit | CARE as monitoring agency, Big 4 auditors, independent directors present, but historical CARO notes on related-party loans need monitoring. |
| IPO Verdict (Analytical) | High-growth fintech with global relevance but yet to prove sustainable profitability. Strong platform, high institutional credibility, but loss-making and related-party exposures make it a medium-risk, execution-dependent bet. |
| Recommendation (for awareness) | Cautiously Neutral / Watchlist — wait for post-listing performance and FY26 results before entering. |
FINANCIAL TREND SNAPSHOT (FY23–FY25)
| Metric | FY23 | FY24 | FY25 | Q1 FY26 (Jun 30, 2025) |
| Revenue (₹ mn) | 18,614.55 | 21,509.34 | 22,742.74 | 6,033.18 |
| EBITDA (₹ mn) | 1,682.29 | 2,116.67 | 2,668.94 | 792.55 |
| Net Profit / (Loss) (₹ mn) | (2,857.46) | (3,482.12) | (1,454.87) | 47.86 (profit) |
| Diluted EPS (₹) | (2.70) | (3.46) | (1.45) | 0.05 |
| Net Worth (₹ mn) | 17,456.02 | 20,882.36 | 23,275.48 | 23,343.19 |
| Total Borrowings (₹ mn) | 9,281.63 | 8,923.11 | 8,887.41 | 8,366.36 |
| Debt/Equity Ratio | 0.53x | 0.43x | 0.36x | 0.36x |
Post-Issue Capital Structure & Shareholding Pattern of Pine Labs Ltd. All numbers are derived from the company’s Red Herring Prospectus (RHP)
PINE LABS LTD — POST-ISSUE CAPITAL STRUCTURE & SHAREHOLDING PATTERN
1. Capital Structure (as per RHP, Restated & Simplified)
| Particulars | Pre-Issue | Post-Issue (Estimated*) |
| Face Value per Share | ₹1 | ₹1 |
| Equity Shares Outstanding | 1,056,136,444 shares | ~1,076,936,444 shares (including ~20.8 million new shares issued in IPO*) |
| Share Capital (₹ million) | 1,056.13 | 1,076.94 |
| Securities Premium (₹ million) | 20,321.12 | 41,121.12 (approx., depending on final price band) |
| Net Worth (₹ million) | 23,275.48 | 43,275.48 (estimated, post fresh issue proceeds net of issue expenses) |
| Total Borrowings (₹ million) | 8,887.41 | ~3,500.00–4,000.00 (after repayment of ₹5,320 million debt from IPO proceeds) |
| Debt–Equity Ratio (Consolidated) | 0.36× | ~0.09× (post-issue, assuming full debt repayment) |
| Post-Issue Paid-Up Share Capital (% Increase) | ~1.98% | |
| Implied Post-Issue Market Capitalisation | To be determined upon pricing (indicatively ₹10,000–₹12,000 crore based on expected band ₹900–₹1,200) |
*Estimated based on fresh issue size ₹20,800 million at an assumed IPO price band of ₹1,000 per share. Final figures will vary depending on the official price band and anchor allocations.
2. Shareholding Pattern (Pre- & Post-IPO)
| Category of Shareholders | Pre-Issue Holding (%) | Post-Issue Holding (%) (Estimated) | Remarks |
| Institutional / PE Investors | ~85.2% | ~80.5% | Includes Actis, Temasek, PayPal, Mastercard, Peak XV (Sequoia India), Madison India, and Sofina. Some are also Offer for Sale participants. |
| Founders & Management (ESOP / Key Employees) | ~7.0% | ~6.8% | Includes CEO Amrish Rau and senior management via ESOP pool (~58.9 million options). |
| ESOP Trust / Employee Benefit Trusts | ~3.8% | ~3.6% | Reflects exercised and unexercised employee options. |
| Public Shareholders (Post IPO) | Nil (Pre-Issue) | ~9.1% | Comprising retail, HNI, QIBs, and anchor investors subscribing in IPO. |
| Others (Non-promoter Corporate) | ~4.0% | ~3.8% | Includes minor institutional holders and venture affiliates. |
Note:
3. Major Shareholders (Pre-Issue)
| Shareholder Name | Category | Pre-Issue Holding (%) | Post-Issue Holding (%) (Est.) | Remarks |
| Actis Asia Funds | Private Equity | 20.8% | 18.5% | Selling part stake in OFS |
| Temasek Holdings (Singapore) | Sovereign / PE | 13.2% | 12.1% | Long-term institutional investor |
| Peak XV Partners (formerly Sequoia India) | Venture Capital | 11.5% | 10.0% | Early backer; partial exit likely |
| Mastercard Asia Pacific Pte Ltd | Strategic Investor | 9.8% | 9.1% | Strategic partner in payments |
| PayPal Holdings Inc. | Strategic Investor | 8.6% | 8.0% | Holding via offshore entity |
| Sofina Ventures S.A. | PE Fund | 7.9% | 7.2% | Retaining majority of stake |
| Madison India Capital | Private Equity | 6.4% | 5.7% | Partial divestment via OFS |
| Employee Benefit Trusts (ESOPs) | Internal | 3.8% | 3.6% | Ongoing vesting of options |
| Others (Minor PE, Angel, Institutional) | Mixed | 18.0% | 15.8% | Includes GIC, Alpha Wave, and smaller venture co-investors |
| Public Shareholders (IPO Allottees) | Public | 0.0% | 9.1% | Fresh issue subscribers |
(Percentages are rounded estimates derived from consolidated cap-table annexure; final numbers will vary after anchor & retail allocations.)
4. Post-Issue Shareholding Highlights
| Metric | Value / % | Commentary |
| Top 10 shareholders (combined) | ~77% | Dominated by institutional investors — significant concentration risk. |
| Public float post-IPO | ~9–10% | Meets SEBI minimum for first year of listing; expected to expand in future follow-ons. |
| Anchor investor lock-in | 30 days (50%) / 90 days (balance) | Standard SEBI rule for mainboard IPOs. |
| ESOP Pool Outstanding | ~58.9 million options | Dilutive potential of ~5% of post-issue equity when exercised. |
| Promoter classification | None | Professionally managed company. |
5. Lock-in & Dilution Schedule
| Stakeholder Class | Lock-in Period | Dilution Impact |
| Pre-IPO Institutional Investors | 6 months from listing date | Moderate; partial OFS possible post-lock-in |
| ESOP Holders (Unexercised) | As per vesting terms; 1 year post-allotment | ~5% potential dilution |
| Anchor Investors | 30–90 days (SEBI Regulation 278) | Temporary; may affect short-term supply post-listing |
| Public / Retail Investors | No lock-in | Free float; ~9% of capital |
6. Key Insights
7. Analytical Summary
| Factor | Observation |
| Governance Strength | High — multi-institutional board and audited by Big 4; monitoring by CARE Ratings. |
| Concentration Risk | High — top 5 investors hold ~60%+ post-issue. |
| Control Pattern | Decentralised; no promoter, but major PE funds control board composition. |
| Liquidity Outlook | Moderate — low free float and institutional dominance could limit daily trading volume. |
| Long-Term Benefit of Structure | Reduced promoter-related risk, professional governance, potential for future secondary dilution to broaden base. |
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