Pine Labs Ltd

AGM notice and report access

• 28th AGM scheduled Sept 16, 2026 at 12:00 IST via VC/OAVM.
• Electronic AGM notice and FY2025-26 Annual Report sent to registered email addresses.
• Access links provided: company website, KFinTech e-voting, BSE, NSE.
• Physical copy available on request with Folio/DP ID and Client ID.

E-voting schedule and email updates

• Cut-off date for remote e-voting: Sept 9, 2026.
• Remote e-voting starts Sept 12, 2026 at 9:00 AM IST.
• Remote e-voting ends Sept 15, 2026 at 5:00 PM IST.
• Members with electronic holdings can update email via DP; physical shareholders via ISR forms.
• Company confirms no shares held in physical form.

Financial performance (Consolidated)

• Consolidated revenue from operations: ₹2,710.59 cr (FY2025: ₹2,274.27 cr)
• Profit after tax: ₹112.51 cr
• Profit before tax: ₹137.28 cr
• Basic EPS: ₹1.05
• Diluted EPS: ₹1.02

Geography & customers

• India revenue: ₹2,307.57 cr
• Outside India revenue: ₹403.02 cr
• No customer contributed >10% of revenue (FY2026)

Business mix & segments

• Digital infra & transaction platform revenue: ₹1,812.58 cr
• Issuing & acquiring platform revenue: ₹583.65 cr

Key financial & governance highlights

• Consolidated revenue ₹2,710.6 Cr for FY2025-26.
• PAT ₹112.5 Cr (consolidated).
• IPO proceeds ₹2,080 Cr.
• IPO unutilised ₹1,282.72 Cr as of 31-Mar-2026.
• IPO listing on NSE/BSE on 14-Nov-2025.
• Merger with Singapore transferor completed; effective 6-Jun-2025.
• Company renamed Pine Labs Limited; previously Pine Labs Private Limited.
• Agya stake acquired: 100% on 21 Feb 2026.
• Goodwill arising on Agya acquisition: ₹14.01 Cr.

AGM and related actions

• AGM: 16 Sept 2026, 12:00 IST, conducted via Video Conference / OAVM.
• Record cut-off: 9 Sept 2026.
• Dividend: no dividend recommended.
• Ordinary: adoption of standalone and consolidated financial statements for FY 2025-26.
• Ordinary: reappointment of Kush Mehra as Executive Director.
• Independent directors: Amrita Gangotra, Maninder Singh Juneja, Smita Chandramani Kumar for three years.
• Merger: Scheme of Arrangement completed; Agya acquisition consolidated.
• Auditor: reappointment of statutory auditor for five years; remuneration to be fixed by the board.
• Remuneration: revisions for Kush Mehra for 2026–2029.
• ESOP: amendments ratified; extension to subsidiary employees; up to ₹1500 crore charges.

AGM notice and distribution details

• AGM scheduled for Wednesday, September 16, 2026 at 12:00 P.M. IST via VC/OAVM.
• FY 2025-26 Annual Report and AGM Notice will be emailed to registered Members.
• A link to the Integrated Annual Report will be sent to Members without registered email addresses.
• Annual Report and Notice will be available on the Company, KFintech and stock exchange websites.

ESOP grant details

• NRC approved grant of 15,88,789 ESOPs under Pine Labs Employee Stock Option Plan 2025.
• Total options under the scheme approved limit: 10,20,98,072.
• Exercise price: 14,29,976 options at INR 136.61 per option.
• Exercise price: 1,58,813 options at INR 5.40 per option.
• Vesting schedule covers 15,64,188 options over 48 months.
• First vesting at 12 months, then monthly vesting.
• Additional 24,601 options vest over 20–36 months with 12-month cliff.
• Exercise window is 5 years from vesting.
• Grantee must be active employee on vesting date.

Business overview

• Core platform provides commerce and fintech infrastructure for merchants globally.
• Segments include DITP, IAP, and AI initiatives driving growth across geographies.
• Geography: India, SEA, Middle East, Rest of World; 22+ countries pursued.

Operational highlights

• Q1 FY27 revenue ₹737 Cr, up 20% YoY; platform GTV ₹422,000 Cr; merchants 11.5 Lakh.
• IAP revenue ₹238 Cr, up 31% YoY; DITP ₹499 Cr; 48 new clients added.
• DCP base 21.7 Lakh; 29% of revenue from subscriptions; 70%+ DCP via UPI.
• International revenue grew 21% YoY to ₹114 Cr; 22+ countries; Suntec Mall Card launched.
• ~1 Lakh OMC deployments completed; Emirates NBD, Wio Bank, Gcash wins; Scan & Go partnership.

Financial performance

• Revenue from operations ₹737 Cr; Adjusted EBITDA ₹126 Cr; CM 72%; PAT ₹20 Cr; PBT ₹38 Cr.
• Adjusted EBITDA margin 17%; FY27 ETR guidance 28–30% due to foreign losses.
• Platform GTV ₹422,000 Cr; Transactions 201 Crore; DCPs 21.7 Lakh; DITP CM ~82%.
• OCF before early settlement ₹78 Cr; OCF including early settlement -₹159 Cr; net working capital 16.7%.

Capital structure & liquidity

• Net cash ₹2,123 Cr; gross cash ₹2,311 Cr; borrowings ₹187 Cr as of 30 Jun 2026.

Strategy & outlook

• FY27 revenue growth guidance 21.0%–23.5%; margins to expand as investments mature.
• Investing in ~500 salespeople; AI/tech cost ₹64 Cr in Q1; focus on high-growth segments.
• International expansion: 22+ countries; OMC rollout to drive flow-based revenues.
• P3P, AI underwriting; growth vectors across mid-market, international, and IAP.

Risks & mitigations

• Chip shortage elevates early settlement; normalisation expected within year.
• Elevated ETR due to foreign losses; to normalise to 25–26% from FY28.
• Q3 seasonality; margins expected to improve in later quarters.