To,

The Members,

Pine Labs Limited

The Board of Directors ("Board") hereby presents its 28^th Board's Report on Business & Operations of Pine Labs Limited (formerly known as Pine Labs Private Limited) ("the Company' or "Pine Labs" or "We") along with Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 ("FY 2025-26" or "Year").

1.1 FINANCIAL SUMMARY AND HIGHLIGHTS

The key highlights of the audited standalone and consolidated financial statements for the year ended on March 31, 2026, as compared to the previous financial year ended March 31, 2025 are tabulated below:

Based on the standalone financial statement the gross revenue of the Company has increased to INR 1,926.09 crores as against INR 1,597.31 crores during the previous year. The net profit after tax of the Company for the year under review was INR 149.88 crores as against the net profit after tax of INR 28.02 crores during the previous year.

In accordance with Section 129(3) of the Companies Act, 2013 ("Act"), we have prepared the Consolidated Financial Statements of the Company and its subsidiaries.

Based on the consolidated financial statements, the gross revenue has increased to INR 2,710.59 crores as against INR 2,274.27 crores during the previous year. The net profit after tax for the year under review was INR 112.51 crores as against the loss after tax of INR 145.49 crores during the previous year.

Further, a statement containing the salient features of the financial statements of subsidiaries in the Form AOC-1 is appended as Annexure A to this Board's Report.

1.2 STATE OF THE COMPANY'S AFFAIRS

Pine Labs is a Payment Solutions Company that is inter alia engaged in the business of providing software and technology solutions, including but not limited to, technology for digital payments, loyalty programs, prepaid instruments, business software applications and other ancillary services. The management of the Company is continuously working to increase the volume of the business and profitability in the most efficient manner.

The Reserve Bank of India (RBI) has granted Certificate of Authorization to the Company to issue and operate Prepaid Payment Instrument under Payment and Settlement Systems Act, 2007. Further, the Company had also received the final authorization from RBI to operate as a Payment Aggregator - Online (PA-O) under Payment and Settlement Act, 2007 on May 9, 2025. Subsequently, a revised Certificate of Authorisation was issued by RBI vide letter dated November 10, 2025, encompassing the Company's operations as Payment Aggregator - Online (PA-O), Payment Aggregator - Physical

(PA-P), and Payment Aggregator - Cross Border (PA-CB), thereby consolidating all three categories of Payment Aggregator business under a single authorisation.

During the financial year 2025-26, the Company achieved a significant milestone with the successful completion of its Initial Public Offering ("IPO") and listing of its equity shares on the National Stock Exchange of India Limited and BSE Limited on November 14, 2025. The IPO comprised a fresh issue of 94,129,524 Equity Shares of face value of H 1 each aggregating to H 20,799,999,804 and an offer for sale by certain existing shareholders aggregating to H 18,199,080,159, with the issue price fixed at H 221 per equity share. An Employee Discount of H 21 per Equity Share was offered to Eligible Employees Bidding in the Employee Reservation Portion. The fresh issue component included the Employee Reservation Portion of 125,000 Equity Shares of face value of H 1 each aggregating to H 25,000,000.

The listing of the Company's equity shares marked an important milestone in the Company's growth journey and enhanced its visibility in the public markets while strengthening its corporate governance framework. Following the listing, the Company has been complying with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws governing listed entities.

1.3 DIVIDEND AND TRANSFER TO RESERVES

In order to conserve resources to meet the fund requirements for the Company's business expansion, your Directors have not recommended any payment of dividend for the year 2025-26.

Further, pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has adopted the Dividend Distribution Policy and the same is available on the website of the Company at https://cdn.pinelabs. com/india/investors/pdf/policy/Dividend- Distribution-Policy.pdf.

No amount is proposed to be transferred to any reserve other than the reserves which should be created and/or transferred according to the various applicable statutory provisions of the law.

1.4 SHARE CAPITAL

During the financial year 2025-26, the share capital of the Company underwent the following changes.

The Authorised share capital of the Company was increased pursuant to shareholders' approval dated May 16, 2025 from INR 84,28,66,330 (Indian Rupees Eighty Four Crore Twenty Eight Lakh Sixty Six

Thousand Three Hundred and Thirty Only) divided into 84,28,66,330 (Eighty Four Crore Twenty Eight Lakh Sixty Six Thousand Three Hundred and Thirty) equity shares of INR 1 (Indian Rupee One Only) each to INR 205,88,15,052 (Indian Rupees Two Hundred Five Crore Eighty Eight Lakh Fifteen Thousand and Fifty Two Only) divided into 130,49,70,640 (One Hundred Thirty Crore Forty Nine Lakh Seventy Thousand Six Hundred and Forty) equity shares of INR 1 (Indian Rupee One Only) each and 75,38,44,412 (Seventy Five Crore Thirty Eight Lakh Forty Four Thousand Four Hundred and Twelve) compulsorily convertible preference shares of INR 1 (Indian Rupee One Only) each.

As on April 1, 2025, the issued, subscribed and paid- up equity share capital of Pine Labs Limited stood at H 83,99,50,356 comprising 83,99,50,356 equity shares of face value H 1 each.

During the financial year under review, pursuant to the scheme of merger of Pine Labs Limited, the erstwhile holding company of the Company incorporated in Singapore ("Pine Labs Singapore") with the Company, the entire shareholding held by Pine Labs Singapore in the Company, comprising 83,89,93,350 equity shares, stood cancelled and extinguished, resulting in a reduction of the paid-up equity share capital of the Company to H 9,57,006 comprising 9,57,006 equity shares of face value H 1 each.

Further, 446,112,730 equity shares of face value H 1 each and 579,520,139 compulsorily convertible preference shares ("CCPS"), comprising 71,906,030 Series 1 CCPS, 62,734,883 Series A CCPS, 45,694,112 Series B CCPS, 36,349,236 Series B2 CCPS, 65,908,213 Series C CCPS, 13,300,096 Series C1 CCPS, 38,399,083 Series D CCPS, 17,323,102 Series E CCPS, 35,091,579 Series F CCPS, 54,140,480 Series G CCPS, 10,090,136 Series G1 CCPS, 27,824,529 Series H CCPS, 19,044,193 Series I CCPS, 45,632,557 Series J CCPS, 13,122,810 Series K CCPS, and 22,959,100 Series L CCPS, were allotted to the shareholders of Pine Labs Singapore pursuant to the said merger scheme.

Further, during the year:

• 2,75,56,978 equity shares of face value H 1 each were allotted on October 9, 2025 pursuant to the exercise of stock options under Pine Labs Employee Stock Option Plan 2025 ("ESOP Scheme"); and

• 57,95,20,139 equity shares of face value H 1 each were allotted pursuant to the conversion of CCPS into equity shares on October 10, 2025, in accordance with a 1:1 conversion ratio as per the applicable terms of issuance of the respective CCPS.

Thereafter, the Company undertook its Initial Public Offering, pursuant to which 94,129,524 equity shares of face value H 1 each were issued through a fresh issue. Consequently, the issued, subscribed and paid-up equity share capital of the Company increased to H 1,14,82,76,377 comprising 1,14,82,76,377 equity shares of face value H 1 each.

The equity shares of the Company were listed and admitted to dealings on the main board of National Stock Exchange of India Limited and BSE Limited on November 14, 2025.

The equity shares of the Company rank pari passu in all respects with the existing equity shares, including entitlement to dividend and voting rights.

There were no transactions or events with respect to Provision of money by the Company for purchase of its own shares by employees or by trustees for the benefit of employees hence no disclosure is required in this regard.

The Company did not issue sweat equity shares or equity shares with differential rights as to dividend, voting or otherwise during the Year.

Further, post closure of the financial year, the company has allotted 55,81,713 equity shares of H 1/- each pursuant to exercise of ESOPs and the said shares were admitted for listing and trading on Stock Exchanges on 7^th July 2026. Pursuant to this, the issued, subscribed and paid-up equity share capital of the Company increased to H 1,15,38,58,090 comprising 1,15,38,58,090 equity shares of face value H 1 each.

1.5 CHANGE IN NATURE OF BUSINESS OF THE COMPANY

During the year under review, there was no change in nature of business of the Company.

1.6 MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements related and the date of the report.

1.7 DEPOSITS

Pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 ("the Act") the Company has neither invited nor accepted deposits during the year under review. Therefore, there were no unclaimed or unpaid deposits as on March 31, 2026.

1.8 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees or investments as covered under Section 186 of the Companies Act, 2013 are given in note nos.6 and 7 of the standalone financial statements and note nos.6 to 8 of the consolidated financial statements which form part of this Annual Report.

1.9 UTILISATION OF PROCEEDS OF INITIAL PUBLIC OFFER ("IPO")

Pursuant to Regulation 32 of the SEBI Listing Regulations, the Company confirms that during FY 2025-26, there was no deviation or variation in the utilization of proceeds of the IPO from the objects stated in the Prospectus dated November 11, 2025.

The Monitoring Agency Reports for such utilization are received by the Company from its Monitoring Agency on quarterly basis affirming no deviation in utilization of the issue proceeds from the objects stated in offer documents and are submitted to the Stock Exchanges in compliance with the aforesaid regulation.

Details on actual utilization of the Net IPO proceeds are given in note no. 51 of the standalone financial statements and note no. 53 of the consolidated financial statements which form part of this Annual Report.

1.10 LOANS FROM DIRECTORS/DIRECTORS' RELATIVES:

During the year under review, the Company has not borrowed any amount from Directors or their relatives.

2. SECRETARIAL STANDARDS

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

3.1 DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

As on March 31, 2026, the Board comprised 6 (Six) Directors with an appropriate mix of Executive Directors, Non-Executive Non-Independent Directors and Non- Executive Independent Directors in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. The Board of the Company consists of eminent individuals of diverse backgrounds with skills, experience and expertise in various areas as detailed in the Corporate Governance Report, which forms part of this Annual Report.

All the Directors possess requisite qualifications and experience which would be useful to your Company and would enable them to contribute effectively to your Company in their respective capacities. None of the Director of the Company is disqualified under Section 164 of the Companies Act, 2013.

Following changes in the board of directors happened during the FY 2025-26 and till the date of the Directors' Report.

In accordance with provisions of the Act and the Articles of Association of the Company, Mr. Kush Mehra (DIN: 08154941) is liable to retire by rotation at this AGM and is eligible for re-appointment. As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings, details of Directors seeking appointment/ re-appointment at this AGM are given in the Annexure to the Notice of the forthcoming AGM.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, following are the Key Managerial Personnel ("KMPs") of the Company as on March 31, 2026:

• Mr. Bairavarasu Amrish Rau, Chairman, Managing Director and Chief Executive Officer

• Mr. Kush Mehra, Whole Time Director

• Mr. Sameer Vasudev Kamath, Chief

Financial Officer

• Mr. Neerav Mehta, Company Secretary and Compliance Officer

During the period under review, there were following changes in the KMPs of the Company.

• The designation of Mr. Kush Mehra, Director of the Company was changed to Whole-time Director designated as Executive Director, President and Chief Business Officer - Digital Infrastructure and Transaction Platform

w.e.f May 9, 2025.

• Mr. Marc Kay Mathenz was appointed as

Chief Financial Officer of our Company w.e.f June 13, 2025.

• Mr. Marc Kay Mathenz resigned as Chief Financial Officer of our Company w.e.f August 31, 2025.

• Mr. Sameer Vasudev Kamath was appointed as Chief Financial Officer of our Company w.e.f September 2, 2025.

BOARD COMMITTEES

As on March 31, 2026, the Board had the following Committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship Committee

iv. Risk Management Committee

v. Corporate Social Responsibility Committee

vi. Information Security Committee

The details of composition, terms of reference and number of meetings held during the year under review and the attendance of the Committee Members at each meeting are given in the Corporate Governance Report, which forms part of this Annual Report.

3.2 MEETINGS OF THE BOARD OF DIRECTORS

The Board met 20 (Twenty) times during FY 202526. The details of the meetings of the Board and attendance of the Directors at the Board meetings are set out in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between two consecutive Board meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI Listing Regulations.

3.3 DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they continue to fulfill the criteria of independence as required pursuant to the Act and Listing Regulations. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of Independent Directors.

Further, the Board took on record the declaration submitted by the Independent Directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment and veracity of the same as required under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors of the Company possess the requisite expertise and experience (including proficiency) and are persons of high integrity and repute.

3.4 HOLDING COMPANY

Pine Labs Singapore was the holding Company of the Company. Pine Labs Singapore has amalgamated with the Company with effect from June 6, 2025. As on March 31, 2026, the Company does not have any holding company.

3.5 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY

Pursuant to Section 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of each subsidiary company in the prescribed form AOC-1 is annexed as Annexure A to this report. The said statement also provides the details of the performance and financial position of each subsidiary. Agya Technologies Pvt Ltd became an associate company during the Year. Pursuant to change in its shareholding, it ceased to be an associate and became a subsidiary during the Year. Hence, the company had no Joint venture or associate at the end of the year.

Synergistic Financial Networks Private Limited ("Mosambee") is the material subsidiary of the Company. During the period under review, the gross revenue of Mosambee was INR 189.75 Crores as against INR 198.39 Crores during the previous year. The net profit after tax of Mosambee for the year under review was INR 11.64 Crores as against profit of INR 9.45 Crores during the previous year.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries, are available on the Company's website at https://www. pinelabs.com/investor-relations/financial-results.

In compliance with Regulation 16(1)(c) of SEBI Listing Regulations, the Company has formulated a policy for determining material subsidiaries. The said policy is available on the website of the Company at https://cdn.pinelabs.com/india/investors/pdf/ policy/Policy-on-Material-Subsidiary.pdf.

During the year, it was decided to initiate the process of voluntary strike-off of the name of Mopay Services Private Limited ("MSPL") from the register of companies maintained by the Registrar of Companies under Section 248 of the Companies Act, 2013. MSPL was not carrying on any business operations and did not have any activity, and therefore, it was decided to initiate the process for striking-off its name. MSPL made an application with the Registrar of Companies for removal of its name from the Register of Companies on March 31, 2026 and effective June 1, 2026, its name was struck off from the Register of Companies and MSPL stood dissolved.

Further, post closure of the financial year, the Company had acquired Shopflo Technologies Private Limited w.e.f. May 26, 2026. Shopflo is engaged in the business of Development, deployment, operation and commercialization of a direct-to-consumer Checkout Platform and offers engine and e-commerce enablement services and/or solutions and technology which will help the company offer D2C merchants an integrated, end- to-end platform.

3.6 BOARD EVALUATION

In line with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a comprehensive evaluation of the Board as a whole, the Chairman, Directors, and Committees for the financial year 2025-26 was completed. The annual evaluation exercise is a key governance practice aimed at strengthening the effectiveness of the Board and Committee members. The evaluation criteria and questionnaires were thoughtfully structured in partnership with the Nomination and Remuneration Committee members. Findings from the evaluation were presented in the respective forums, and insights and improvement opportunities were identified and duly noted.

3.7 POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

The Board at its meetings held on June 20 and 13, 2025 respectively has framed and adopted a Nomination and Remuneration Policy and Policy on diversity of Board of Directors in terms of Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II to the SEBI Listing Regulations, for identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of the Company. The Policies lays down the process and parameters for the appointment and remuneration of the Directors, KMPs and other SMPs and the criteria for determining qualifications, highest level of integrity and professional conduct, positive attributes, financial literacy and independence of a Director.

The abovementioned policies are available on the website of the Company at https://www.pinelabs. com/investor-relations/documents?tab=policies

3.8 DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 134(5) OF THE COMPANIES ACT, 2013

As required under Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year March 31, 2026 and of the profit and loss of the company for the aforementioned period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts for the period ending March 31, 2026 on a going concern basis;

e. the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

3.9 BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The provisions relating to Business Responsibility and Sustainability Report (BRSR) as stipulated under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company for the financial year 2025-26, as the Company got listed during the year.

The Company shall comply with the applicable BRSR requirements from the financial year 2026-27 onwards, in accordance with the provisions of the SEBI Listing Regulations.

3.10 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for FY 2025-26 on Company's performance, industry trends and other required details prepared in compliance with Regulation 34 of the SEBI Listing Regulations, forms part of this Annual Report.

4. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted the policy for Corporate Social Responsibility (CSR Policy). CSR Policy is available on the website of the Company at https://cdn.pinelabs. com/india/investors/pdf/policy/CSR-Policy.pdf

In view of the losses incurred by the Company during the previous financial years, the Company was under no obligation to contribute towards CSR activities during FY 2025-26. However, as part of good Corporate Governance measures, the Board of Directors of the Company at its meeting held on June 13, 2025 constituted the CSR Committee of the Company comprising of following directors:

1. Mr. Bairavarasu Amrish Rau - Chairperson

2. Mr. Kush Mehra

3. Ms. Amrita Gangotra

The annual report on CSR activities in Annexure C is forming part of this board report.

5.1 STATUTORY AUDITORS

At the 23^rd Annual General Meeting held on February 5, 2022, M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration Number: 101248W/ W-100022), were appointed as Statutory Auditors of the Company to hold office till the conclusion of 28^th Annual General Meeting of the Company.

Hence, at the ensuing Annual General Meeting, the Company intends to re-appoint M/s B S R & Co. LLP, Chartered Accountants for a period starting from 28^th Annual General Meeting of the Company until the conclusion of the 33^rd Annual General Meeting of the Company.

The Report given by the Statutory Auditors on the Standalone Financial Statements of the Company and the Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, forms part of this Annual Report. There has been no qualification, reservation, adverse remarks or disclaimer given by the Statutory Auditors in their Report which calls for any explanation.

The Company being a foreign owned and controlled company has complied with the provisions of the Foreign Exchange Management Act, 1999 ("FEMA") read with the Foreign Exchange Management (Non Debt Instruments) Rules, 2019 ("NDI Rules") in respect of obtaining a certificate, confirming compliance with the NDI Rules from M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration Number:101248W/ W-100022), Statutory Auditors of the Company in respect of downstream investments.

5.2 COST AUDITOR

During the Year, Cost Audit, as required under Section 148(1) of the Companies Act, 2013 was not applicable for the Company and the Company was not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Accordingly, such accounts and records were not made and maintained.

5.3 SECRETARIAL AUDIT REPORT

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on December 17, 2025, and the members on February 13, 2026 through Postal Ballot have approved the appointment of M/s Makarand M Joshi & Co., Company Secretaries (UIN: P2009MH007000), a peer reviewed firm of Company Secretaries duly registered with the Institute of Company Secretaries of India (ICSI) having Peer Review No. 6832/2025 represented by their partner Deepti Joshi having Certificate of Practice No. 8968 as the Secretarial Auditors of the Company for a period of Five years commencing from FY 2025-26 till FY 2029-30.

M/s Makarand M Joshi & Co., Company Secretaries (UIN: P2009MH007000), a peer reviewed firm of Company Secretaries duly registered with the Institute of Company Secretaries of India (ICSI) having Peer Review No. 6832/2025, carried out the Secretarial Audit for FY 2025-26 in compliance with the Act, the Rules made thereunder and the SEBI Listing Regulations. The Secretarial Audit Report as per the provisions of Section 204 (1) of Companies Act, 2013 for the year under review is annexed as Annexure D with this Board's report.

In compliance with Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of Synergistic Financial Networks Private Limited, a material subsidiary of the Company for FY 2025-26 issued by Ms. Rashmi Sahni, Practicing Company Secretary is enclosed as Annexure E to this Board's report.

The Secretarial Audit Report of the Company and its unlisted material subsidiary do not contain any qualification, reservation, adverse remark or disclaimer.

6.1 EXPLANATIONS OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS

There were no qualifications, reservations or adverse remarks made by the Auditors.

6.2 INTERNAL AUDIT AND INTERNAL CONTROLS

The Company has an adequate internal audit framework to provide Audit Committee and Board a reasonable assurance about the adequacy and effectiveness of company processes and internal controls. Independent external firms appointed by the Board of Directors conduct internal audits on a periodic basis, in accordance with the annual Internal Audit Plan which is approved by the Audit

Committee. The Internal Audit Plan focuses on key risks and controls across critical businesses, operations and functions and compliance with applicable regulatory requirements. Significant internal audit observations along with the status of corrective actions and progress update thereon, are presented at regular intervals to the Audit Committee.

The Company has laid down a robust Internal Control system, including Internal Financial Controls, commensurate with the nature and size of its business. The system is designed to ensure an effective internal control environment and provides reasonable assurance regarding controlled and efficient conduct of business, including adherence to the Company's policies and procedures, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and timely preparation of reliable financial information and disclosures. Periodic audits of the Company's control environment are conducted by the management, the statutory auditors and the internal auditors.

6.3 REPORTING OF FRAUD

During the year, the Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee or Board of Directors of the Company.

6.4 STATEMENT OF DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

Your Company continues to implement appropriate measures to identify risks and implement risk management measures and hence at present in the opinion of the Board, there were no elements of risk which could threaten the existence of the Company.

The Board of Directors of the Company have approved a Risk Management Policy and Policy for intimating the Board about Risk Assessment and minimisation procedure. The said policy is available on the Company's website at https:// cdn.pinelabs.com/india/investors/pdf/policy/Risk- Management-Policy.pdf

6.5 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have been furnished considering the nature of activities undertaken by the Company during the year under review.

(iii) the capital investment on energy conservation equipments;

The Company is committed to adopting best practices for energy conservation across all major offices and uses energy efficient equipment in its offices and business operations.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(i) Efforts Made Towards Technology Absorption

During the year, the Company undertook a broad portfolio of strategic technology absorption initiatives focused on artificial intelligence-led automation, customer experience, operational excellence, engineering productivity, platform modernisation, reliability engineering, security intelligence and scalable payment infrastructure.

Within the Credit+ platform, the Company deployed an agentic AI platform designed to automate and augment operational support functions. The platform has been integrated into day-to-day operations and autonomously handles a significant proportion of routine Level-1 support activities, including resolution of portal access issues, handling of technical and functional queries, report generation and ad-hoc file processing.

The Company also initiated the implementation of Last9, an AI-enabled observability and Site Reliability Engineering platform, to strengthen application and infrastructure monitoring, intelligent incident detection, operational visibility and root cause analysis.

The Company commenced a strategic cloud-native modernisation programme to transition the Credit+ platform from its legacy Oracle-based architecture to AWS Aurora PostgreSQL. The programme involves the adoption of cloud-native technologies, automated deployment and operational practices, scalable architecture patterns and enhanced resilience engineering.

The Company also developed Jarvis, a Large Language Model-agnostic multi-agent framework with an integrated harness layer and a specialised prepaid knowledge base enabling launch of various Agentic Use Cases.

AI-enabled customer interaction capabilities were expanded through customer-facing chatbots and production-grade email and conversational agents, including the Email AI Agents and PineOne Chat AI Agent. These solutions are intended to enable faster issue resolution, improve responsiveness, increase self-service adoption and reduce dependency on traditional customer support channels.

Predictive analytics capabilities were also implemented for early identification of risks, including merchant churn prediction.

AI agents and automation solutions are being deployed across merchant onboarding, program activation, helpdesk operations, code development and review, testing and regression processes. Model Context Protocol, or MCP, servers have been developed to facilitate API-based self-service onboarding and enable clients and internal systems to securely interact with relevant platform capabilities. MCP- based solutions are also being developed for the payment gateway platform and other programmable payment use cases.

RAG models and tools have been implemented to retrieve and contextualise logs, telemetry and operational information for on-call teams, thereby supporting faster incident analysis and root cause identification.

Autonomous operational capabilities have also been introduced through AI-driven self-healing systems for point-of-sale devices and applications. These solutions identify and resolve defined anomalies without manual intervention, supporting improved device availability, application performance and operational continuity.

Technology absorption initiatives were extended across the security lifecycle to improve threat detection, risk analysis, control validation and remediation. These initiatives include AI-driven false-positive analysis, zero-day vulnerability advisory, automated information technology general controls validation, automated issue remediation and security scanning of software code during the pull-request process.

The Company has also implemented an AI-driven scheme configuration and offer enablement solution to automate configuration workflows, validations, exception handling and deployment activities. Enterprise-scale platforms have been developed to drive end-to-end business automation, including an AI Virtual Employee platform enabling multi-functional agentic execution with real-time system integrations (Agentic Org - AI Virtual Employee Platform)

Collectively, these initiatives reflect the Company's continued investment in artificial intelligence, automation, cloud modernisation, observability, reliability engineering and security to build a future-ready, scalable, resilient and efficient payments ecosystem.

(ii) Benefits Derived

The technology absorption initiatives undertaken during the year have resulted in measurable and expected benefits across customer experience, operational efficiency, engineering velocity, service reliability, system performance, security, scalability and cost optimisation.

The deployment of AiVAR has enabled automation of approximately 80% of routine Level-1 support activities, resulting in an estimated 50% reduction in manual operational effort. This has contributed to faster response times, improved customer experience and greater scalability of support operations.

The increased adoption of chatbots and AI-assisted customer interaction channels has enabled a larger proportion of customer queries to be resolved through self-service. This has reduced customer support contacts, improved response and resolution times and allowed support operations to scale without a corresponding increase in operating costs. The Email AI Agents have delivered an approximately 70% reduction in turnaround time, with the potential for up to 90% reduction in associated manual effort. The PineOne Chat AI Agent has been piloted across more than 200 merchants, with plans for wider deployment. Merchant churn prediction models have achieved approximately 80% prediction accuracy, supporting proactive intervention and better decision-making.

AI-assisted development workflows, engineering agents and automated code reviews have delivered an estimated 25% improvement in developer productivity. Faster code review cycles and increased automation across development, testing and deployment have reduced engineering bottlenecks and enabled teams to focus on higher-value activities, thereby supporting faster delivery of new features and platform enhancements.

RAG-powered incident intelligence solutions have reduced initial incident analysis and triage time from approximately 30 minutes to less than 5 minutes, representing an improvement of more than 80%. Faster access to relevant logs, telemetry and contextual data has supported quicker root cause identification and reduced Mean Time to Resolution for production incidents.

The implementation of Last9 is expected to further enhance platform availability through proactive monitoring, intelligent incident detection, AI-assisted root cause analysis and shorter incident resolution timelines.

AI-driven merchant onboarding automation has increased automation coverage from approximately 35% to 80% across relevant workflows. Approximately 30% of onboarding use cases are now fully zero- touch, reducing manual intervention, improving process consistency and supporting higher onboarding volumes.

MCP-enabled self-service capabilities are expected to further simplify integration and onboarding for clients.

Program activation turnaround time has been reduced from approximately four hours to less than two minutes through AI-enabled automation. This has improved adherence to service-level commitments, eliminated manual processing bottlenecks and enabled near real-time activation for customers.

Quality engineering and test automation initiatives have significantly accelerated release cycles. Regression testing duration has been reduced from approximately six hours to five minutes, while feature testing execution time has decreased from approximately five days to two hours. Increased automation coverage has also improved testing consistency, defect detection and overall product quality. AI-enabled self-healing capabilities for point-of-sale devices and applications have autonomously resolved approximately 56% of identified anomalies and contributed to an improvement of more than 50% in application and device performance. These capabilities have reduced manual intervention and strengthened service continuity and platform reliability.

The security initiatives have enhanced accuracy, reduced operational noise and automated control validation and remediation. AI-based false-positive analysis has reduced noise by approximately 80% while achieving accuracy of more than 90%. ITGC automation has achieved 100% automated coverage with accuracy of at least 99%. Automated issue remediation has delivered an approximately 80% auto-fix rate and savings of nearly 300 person-hours per month, while automated pull-request security scanning has generated savings of more than 50 person-hours per month. Zero-day advisory capabilities have also enabled real-time evaluation of emerging security risks.

The scheme automation solution has improved the speed, quality and scalability of offer enablement by reducing manual configuration effort, minimising validation errors and compressing implementation timelines from approximately one to two days to a few minutes.

The cloud-native modernisation programme is expected to deliver long-term benefits through lower infrastructure and database licensing costs, improved system performance, enhanced scalability, greater operational agility and stronger platform resilience. It will also provide a modern foundation for product innovation and faster delivery of new capabilities.

Collectively, these initiatives have strengthened the Company's in-house technological capabilities, reduced dependency on manual processes and external systems, improved customer and employee experiences and enabled scalable, repeatable and efficient operations. They also support the Company's long-term digital transformation strategy and its objective of building resilient, intelligent and programmable payment platforms.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not applicable.

(iv) the expenditure incurred on Research and Development.

During the year, the Company undertook several Research and Development initiatives aimed at exploring, developing, and adopting emerging technologies to drive enterprise-wide transformation, improve customer experience and enhance operational and engineering efficiency.

Key initiatives included the deployment of production-grade AI agents across customer interaction channels, including Email AI Agents and the PineOne Chat AI Agent, to automate customer support processes and improve responsiveness. Autonomous operational capabilities were also developed through AI-driven self-healing solutions for point-of-sale devices and applications. Infrastructure modernisation efforts included AI-enabled root cause analysis, standardised deployment pipelines and automated Level-1 support solutions, such as the SRE RCA Agent, Golden Pipeline and Corporate IT L1 AI Agent. The Company also developed an AI-driven scheme configuration solution to automate offer enablement workflows, including validation and exception handling.

In addition, the Company continued to invest in AI agents, customer-facing chatbots, Model Context Protocol-enabled self-service platforms and Retrieval-Augmented Generation-powered operational intelligence solutions. These initiatives have contributed to an estimated 25% improvement in developer productivity, more than 80% reduction in initial incident analysis time, over twofold increase in onboarding automation, near real-time program activation and more than 95% reduction in testing cycle times.

The estimated expenditure incurred on these Research and Development initiatives during the year was approximately INR 24 crore, comprising approximately INR 20 crore towards AI-led customer engagement, autonomous operations, infrastructure modernisation and scheme automation initiatives, and approximately INR 4 crore towards broader enterprise-wide AI, MCP, RAG and automation initiatives.

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year INR 29.01 crores

The Foreign Exchange outgo during the year in terms of actual outflows INR 36.83 crores

6.6 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

The Company has adopted a Policy on Related Party Transactions ("RPT Policy") in compliance with Regulation 23 of the SEBI Listing Regulations, which is available on the website of the Company at https://cdn.pinelabs.com/ india/investors/pdf/policy/Related-Party-Policy.pdf. All related party transactions that were entered into during the financial year ended March 31, 2026, were on an arm's length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

However, the disclosure of transactions with related parties for the financial year, as per Accounting Standards is forming part of the financials.

Further, the details forming part of the particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are annexed herewith in the Form AOC-2 as "Annexure B" to the Board's Report.

6.7 SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

Hon'ble National Company Law Tribunal, Chandigarh Bench and the Hon'ble National Company Law Appellate Tribunal, New Delhi vide orders dated April 9, 2025 and May 1, 2025 had approved the amalgamation between Pine Labs Limited (Company's erstwhile holding company incorporated in Singapore) and the Company and the same became effective from June 6, 2025.

The Company received the final authorisation from RBI to operate as an Online Payment Aggregator (PA-O) under the Payment and Settlement Systems Act, 2007 on May 9, 2025. Subsequently, a revised Certificate of Authorisation was issued by RBI vide letter dated November 10, 2025, encompassing the Company's operations as Payment Aggregator - Online (PA-O), Payment Aggregator - Physical (PA-P), and Payment Aggregator - Cross Border (PA-CB), thereby consolidating all three categories of Payment Aggregator business under a single authorisation.

The above did not impact going concern status of the Company.

6.8 ANNUAL RETURN

In terms of provisions of Section 92(3) and 134(3)

(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 is available on the website of the Company at https://www.pinelabs.com/investor- relations/financial-results?tab=annual-returns

6.9 PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Pine Labs' goal has been to create an open and safe workplace for every employee irrespective of gender, sexual preferences and contribute to the best of their abilities. The Company has in place a policy on Prevention of Sexual Harassment and constituted an Internal Committee (IC) to consider and resolve all sexual harassment complaints reported by women. The IC has been constituted in compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, company had received zero (0) complaints.

6.10 STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company has complied with all applicable provisions relating to the Maternity Benefit Act, 1961 and all benefits and entitlements are duly extended to eligible employees.

6.11 DETAILS OF APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, neither any application was made nor any proceeding was pending against the Company under Insolvency and Bankruptcy Code, 2016.

6.12 THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the period under review, the company has not undergone for valuation while taking loan from bank or financial institutions. Also, the Company had not undergone any settlement in respect of loans taken from banks or financial institutions requiring valuation in this regard.

6.13 CREDIT RATING

The Company does not have any debt instrument and has not accepted or invited deposits during the Year. Hence, the Company is not required to obtain a credit rating.

6.14 SCHEME OF AMALGMATION /ARRANGEMENT

The Board of Directors of the Company (hereinafter referred to as "Transferee Company") and erstwhile Pine Labs Limited, Singapore (erstwhile Holding company) (hereinafter referred to as "Transferor Company"), had approved the draft Scheme of Arrangement ('the Scheme') among Transferor Company, the Transferee Company and their respective shareholders under section 210 read with section 212 of the Companies Act 1967 of Singapore, sections 230 to 232, read with section 234 of the Companies Act, 2013 of India and other applicable provisions of the Companies Act 1967 of Singapore, the Companies Act, 2013 of India and rules thereunder to effect an amalgamation between Transferor Company and Transferee Company. The said Scheme was approved by the General Division of the Hon'ble High Court of the Republic of Singapore (the "Court") on 09 May 2024 and by Hon'ble National Company Law Tribunal ('NCLT'), Chandigarh bench on 09 April 2025. As mentioned in the Scheme and upheld by the National Company Law Appellate Tribunal ('NCLAT'), in its order dated 01 May 2025, appointed date was considered as effective date and the Scheme became effective from 06 June 2025. Pursuant to the Scheme, the Transferor Company along with its investment in the subsidiaries and investment in an associate have been transferred to and vested in the Transferee Company with effect from the 06 June 2025.

6.15 CHANGE OF NAME OF COMPANY

The company has been converted into a Public Limited company from a Private Limited company pursuant to which the name of the company has changed from Pine Labs Private Limited to Pine Labs Limited w.e.f. 06 June 2025. Consequent to the change in name, the Memorandum of Association and the Articles of Association of the Company were amended accordingly to reflect the new name of the Company.

6.16 INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 and 125 and other applicable provisions of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend/ shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules.

During the year under review, the Company was neither liable to transfer any amount to the Investor Education and Protection Fund (IEPF), nor was any amount lying in the Unpaid Dividend Account of the Company for the Financial Year 2025-26.

7.1 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy / Vigil Mechanism with protective clauses for the whistleblowers to report genuine concerns, in confirmation with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations. The Policy provides adequate safeguards against victimization of whistleblowers and provides direct access to the Chairperson of the Audit Committee, in exceptional circumstances.

The policy provides for a mechanism to report concerns about unethical behaviour, actual or suspected fraud, instances of leak of Unpublished Price Sensitive Information or violations of your Company's Code of Conduct. The detailed disclosure is given in the Corporate Governance Report, which forms part of this Annual Report.

The said policy is available on the website of the Company at https://cdn.pinelabs.com/india/ investors/pdf/policy/Whistle-Blower-Policy.pdf.

7.2 INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS

The Board of Directors of the Company appointed Ms. Amrita Gangotra, Ms. Smita Chandramani Kumar and Mr. Maninder Singh Juneja as Independent Directors of the Company with effect from March 24, 2025 for a term of 5 (five) years. In the opinion of the Board, Ms. Amrita Gangotra, Ms. Smita Chandramani Kumar and Mr. Maninder Singh Juneja possess requisite expertise, integrity, experience and proficiency.

7.3 DISCLOSURES PRESCRIBED AS PER PART II OF SCHEDULE V OF COMPANIES ACT, 2013

The disclosures required under sub-clause (IV) of Clause (iv) of Part B of Section II of Part II of Schedule V to the Companies Act, 2013, relating to the remuneration package, fixed and performance-linked components, service contracts and stock option details, as applicable, are provided in the Corporate Governance Report forming part of the Annual Report of the Company.

7.4 DISCLOSURES PRESCRIBED AS PER RULE 12(9) OF THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014 AND REGULATION 14 OF SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021 ("SEBI (SBEB & SE) REGULATIONS") IN RESPECT OF EMPLOYEES STOCK OPTION SCHEME OF THE COMPANY

The Company grants share-based benefits to eligible employees with a view to attract and retain talent, align individual performance with the Company's objectives, and promote increased participation by them in the growth of the Company.

Pursuant to recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on June 17, 2025 and shareholders of the Company at an Extra-Ordinary General Meeting held on June 24, 2025 adopted the Pine Labs Employee Stock Option Scheme ("ESOP Scheme") and approved the amendments to the same pursuant to the scheme of amalgamation between the Company and Pine Labs Singapore and their respective shareholders inter alia under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder, as approved by Hon'ble National Company Law Tribunal, Chandigarh Bench and Hon'ble National Company Law Appellate Tribunal, New Delhi vide their orders dated April 9, 2025 and May 1, 2025 respectively which had become effective on June 6, 2025. The amendments to the new ESOP Scheme also ensured that the same complied with the requirements of the Securities and Exchange

Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations"), the provisions of Companies Act, 2013 and Rules made thereunder, as amended.

Subsequent to listing of equity shares of the Company on BSE Limited and National Stock Exchange of India Limited (collectively referred to as "Stock Exchanges"), the Board vide resolution dated December 17, 2025, and the shareholders, via Postal Ballot have approved the proposal for ratification of the ESOP Scheme as per SEBI (SBEB & SE) Regulations and for amendment of the ESOP Scheme for operational matters on February 13, 2026. The current ESOP Scheme is compliant with the requirements of the SEBI (SBEB & SE) Regulations and the provisions of Companies Act, 2013 and Rules made thereunder, as amended.

A statement containing relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI SBEB Regulations 2021, is available on the website of the Company at https://www. pinelabs.com/investor-relations

The Company has obtained a certificate from M/s. Makarand M. Joshi & Co., Practicing Company Secretaries (ICSI UIN: P2009MH007000) confirming that ESOP scheme has been implemented in accordance with the SEBI SBEB Regulations 2021 and resolution(s) passed by the Members of the Company. The said certificate will be made available for inspection by the Members electronically during business hours.

7.5 PARTICULARS OF EMPLOYEES

The information in respect of employees of the Company required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is forming part of the Report as Annexure - F.

In terms of Section 136(1) of the Act and the Rules made thereunder, the Board's Report is being sent to the shareholders without the disclosure sepcified under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary & Compliance Officer at cosecy@pinelabs.com. None of the employees listed in the said Annexure are related to any Director of the Company.

7.6 CORPORATE GOVERNANCE REPORT

Corporate Governance Report in terms of the SEBI Listing Regulations, along with the Corporate Governance Compliance certificate thereon is forming part of the Annual Report of the Company.

8. ACKNOWLEDGEMENT

Your Directors thank the customers, vendors, bankers and all other stakeholders for their support in your Company's sustainance and growth. Your Directors also wish to place on record their sincere appreciation of the devoted and efficient services rendered by all the concerned people of the Company.

We thank all our stakeholders for the confidence reposed on us and for the support they have given in building the success of the Company.