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. COMPANY SPECIFIC INFORMATION

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 athttps://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. MANAGEMENT

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 2025¬
26. 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 athttps://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
athttps://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 athttps://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 athttps://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. AUDITORS

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. OTHER DISCLOSURES

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 athttps://
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.

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(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.

(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.

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(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 athttps://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 athttps://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. STATUTORY DISCLOSURES

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 athttps://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 athttps://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.

DATE: 28.07.2026 FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PINE LABS LIMITEDKUSH MEHRA BAIRAVARASU AMRISH RAU

WHOLE TIME DIRECTOR CHAIRMAN, MANAGING DIRECTOR AND CEO

DIN - 08154941 DIN- 02008811

PLACE: Gurugram PLACE: Mumbai