Auditor Report of Pine Labs Ltd.

Mar 31, 2026

We have audited the standalone financial statements
of
Pine Labs Limited (formerly known as Pine labs
Private Limited) (the "Company") which comprise the
standalone balance sheet as at 31 March 2026, and
the standalone statement of profit and loss (including
other comprehensive income), standalone statement
of changes in equity and standalone statement of
cash flows for the year then ended, and notes to the
standalone financial statements, including material
accounting policies and other explanatory information.

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 ("Act") in the manner
so required and give a true and fair view in conformity
with the accounting principles generally accepted in
India, of the state of affairs of the Company as at 31
March 2026, and its profit and other comprehensive
income, changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under Section
143(10) of the Act. Our responsibilities under those SAs

are further described in the Auditor''s Responsibilities for
the Audit of the Standalone Financial Statements section
of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of
the Act and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion on the
standalone financial statements.

Key Audit Matter

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed
in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters.

Revenue from contracts with customers

See Note 25 to standalone financial statements

The key audit matter

How the matter was addressed in our audit

The Company derives revenue from contracts with

In view of the significance of the matter, we applied the

customers from multiple streams within digital

following audit procedures in this area, amongst others

infrastructure and transaction platform and issuing and

to obtain sufficient audit evidence relevant to existence

acquiring platform.

and accuracy of revenue recognition:

Many of the revenue streams in the above platforms are

• Evaluated the Company''s accounting policy for

characterized by:

revenue recognition and assessed its compliance with

• Large number of customers and varying commercial

Ind AS 115 "Revenue from contracts with customers";

terms and conditions with such customers;

• Performed process walkthroughs to identify the key

• Voluminous transactions in majority of the

systems, applications and controls implemented by

streams of revenue;

the Company for computing and recording revenue;

• Complex contract terms require significant

• Evaluated the design and tested the implementation

management judgement in determining whether the

and operating effectiveness of the relevant

Company acts as principal or agent;

internal controls, including general IT controls and
key IT application controls in relation to revenue
computation and recognition;

Revenue from contracts with customers

See Note 25 to standalone financial statements

The key audit matter

How the matter was addressed in our audit

• Significant reliance on numerous Information

• Assessed contracts / arrangements with customers,

Technology ("IT") applications due to automated

selected on a test check basis, to determine whether

nature of transaction processing and settlement

the Company acts as a principal or agent;

along with risks of inaccurate data capturing and

• For a sample of revenue transactions, selected using

transaction processing, system interface errors and

statistical sampling and/or other sampling techniques,

unauthorized system changes; and

verified the contracts or arrangements with customers

• Manual processing of numerous IT reports on a periodic

and other underlying documents including invoices

basis forming the basis for recognising revenue.

raised and back-up computations, confirmations

Further, revenue from contracts with customers is one of

from customers (as applicable), system reports, etc.

the key performance indicators of the Company which

to determine these are recognised appropriately;

makes it susceptible to misstatement.

• Tested journal entries for revenue, selected based

Considering the above factors, existence and accuracy

on specified risk-based criteria, to identify unusual

of revenue recognition have been identified as a key

transactions; and

audit matter.

• Assessed the adequacy of disclosures made in the

standalone financial statements.


Other Information

The Company''s Management and Board of Directors
are responsible for the other information. The other
information comprises the information included in
the annual report, but does not include the financial
statements and auditor''s report thereon. The annual
report is expected to be made available to us after the
date of this auditor''s report.

Our opinion on the standalone financial statements does
not cover the other information and we will not express
any form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information identified above when it becomes available
and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.

When we read the annual report, if we conclude that
there is a material misstatement therein, we are required
to communicate the matter to those charged with
governance and take necessary actions, as applicable
under the relevant laws and regulations.

Management''s and Board of Directors
Responsibilities for the Standalone Financial
Statements

The Company''s Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the
Act with respect to the preparation of these standalone
financial statements that give a true and fair view of the
state of affairs, profit/ loss and other comprehensive
income, changes in equity and cash flows of the Company
in accordance with the accounting principles generally

accepted in India, including the Indian Accounting
Standards (Ind AS) specified under Section 133 of the
Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate
internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the standalone financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the
Management and Board of Directors are responsible for
assessing the Company''s ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of
accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing
the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor''s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit

conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
Section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the company
has adequate internal financial controls with
reference to financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting
estimates and related disclosures made by the
Management and Board of Directors.

• Conclude on the appropriateness of the
Management and Board of Directors use of the
going concern basis of accounting in preparation
of standalone financial statements and, based on
the audit evidence obtained, whether a material
uncertainty exists related to events or conditions
that may cast significant doubt on the Company''s
ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are
required to draw attention in our auditor''s report to
the related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date
of our auditor''s report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the

underlying transactions and events in a manner
that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditor''s report unless law or regulation
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that
a matter should not be communicated in our report
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor''s Report)
Order, 2020 ("the Order") issued by the Central
Government of India in terms of Section 143(11) of
the Act, we give in the "
Annexure A" a statement on
the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act,
we report that:

a. We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purposes of our audit.

b. In our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books, except for
the matter stated in the paragraph 2(B)
(f) below on reporting under Rule 11(g)
of the Companies (Audit and Auditors)
Rules, 2014 and that the back-up of certain
accounting softwares which form part of
the "books of account and other relevant
books and papers in electronic mode"
has not been maintained on a daily basis
for certain periods in the current year

and that the back-up of one accounting
software has not been maintained on
servers physically located in India.

c. The standalone balance sheet, the
standalone statement of profit and loss
(including other comprehensive income),
the standalone statement of changes in
equity and the standalone statement of
cash flows dealt with by this Report are in
agreement with the books of account.

d. In our opinion, the aforesaid standalone
financial statements comply with the Ind
AS specified under Section 133 of the Act.

e. On the basis of the written representations
received from the directors as on 31
March 2026 taken on record by the
Board of Directors, none of the directors
is disqualified as on 31 March 2026 from
being appointed as a director in terms of
Section 164(2) of the Act.

f. the qualification relating to the
maintenance of accounts and other
matters connected therewith are as stated
in the paragraph 2A(b) above on reporting
under Section 143(3)(b) of the Act and
paragraph 2B(f) below on reporting under
Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.

g. With respect to the adequacy of the
internal financial controls with reference
to financial statements of the Company
and the operating effectiveness of such
controls, refer to our separate Report
in “
Annexure B".

B. With respect to the other matters to be
included in the Auditor''s Report in accordance
with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the
best of our information and according to the
explanations given to us:

a. The Company has disclosed the impact
of pending litigations as at 31 March 2026
on its financial position in its standalone
financial statements - Refer Note 42 to the
standalone financial statements.

b. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses.

c. There were no amounts which were
required to be transferred to the
Investor Education and Protection Fund
by the Company.

d (i) The management has represented

that, to the best of their knowledge
and belief, as disclosed in the
Note 37(b)(vi) to the standalone
financial statements, no funds
have been advanced or loaned
or invested (either from borrowed
funds or share premium or any
other sources or kind of funds) by
the Company to or in any other
person(s) or entity(ies), including
foreign entities (“Intermediaries"),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall directly
or indirectly lend or invest in other
persons or entities identified in
any manner whatsoever by or on
behalf of the Company (“Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(ii) The management has represented
that, to the best of their knowledge
and belief, as disclosed in the Note
37(b)(vii) to the standalone financial
statements, no funds have been
received by the Company from any
person(s) or entity(ies), including
foreign entities (“Funding Parties"),
with the understanding, whether
recorded in writing or otherwise,
that the Company shall directly or
indirectly, lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf
of the Funding Parties (“Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures that
have been considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause
(i) and (ii) of Rule 11(e), as provided
under (i) and (ii) above, contain any
material misstatement.

e. The Company has neither declared nor
paid any dividend during the year.

f. Based on our examination which included
test checks, the Company has used
accounting softwares for maintaining its
books of account which have a feature of
recording audit trail (edit log) facility and
the same has operated throughout the
year for all relevant transactions recorded
in the softwares, except that:

(a) audit trail was not enabled at
application level for three accounting
softwares and not enabled in four
accounting softwares at database level
relating to certain revenue processes;

(b) audit trail was not enabled at the
application level for certain fields/ tables
relating to various revenue, general ledger
and other processes (as applicable) in
relation to one accounting software; (c)
due to inherent limitation and deficiencies
in certain GITC controls in one accounting
software relating to revenue and inventory
processes, we are unable to comment
whether audit trail was enabled at the
application level throughout the year; and
(d) in absence of reporting on compliance
with the audit trail requirements in the
service organization report with respect
to database level, in respect of one
accounting software relating to revenue
process, we are unable to comment
whether audit trail (edit log) facility was
enabled and operated throughout the year.

Further, during the course of our audit,
where audit trail (edit log) facility was
enabled and operated at the application
and database levels, we did not come
across any instance of audit trail feature
being tampered with, except due to
deficiencies in certain general IT controls,
we are unable to comment whether the
audit trail feature was tampered with from
1 April 2025 till 14 December 2025 in one
accounting software relating to general
ledger processes and from 1 April 2025
till 30 September 2025 in four softwares
relating to revenue processes, we are
unable to comment whether the audit trail
feature was tampered with.

Additionally, wherever the audit trail (edit
log) facility was enabled and operated,
the audit trail has been preserved by
the Company as per the statutory
requirements for record retention for the
period it was enabled.

C. With respect to the matter to be included in the
Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information
and explanations given to us, the remuneration
paid by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid
to any Director is not in excess of the limit laid
down under Section 197 of the Act. The Ministry
of Corporate Affairs has not prescribed other
details under Section 197(16) of the Act which
are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants
Firm''s Registration No.:101248W/W-100022

Kunal Kapur

Partner

Place: New Delhi Membership No.: 509209

Date: 25 May 2026 ICAI UDIN:26509209TUQKAQ5613


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