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One97 Communications Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors ("Board") hereby submits the 25^th Annual Report on the business and operations of One 97
Communications Limited ("Company" or "Our" or "We" or "Paytm") together with the Audited Standalone and Consolidated
Financial Statements for the financial year ended March 31, 2025 ("FY 2024-25"). Wherever required, the consolidated
performance of the Company and its subsidiary(ies) has also been provided.

Financial Performance

The standalone and consolidated financial highlights of the Company''s operations are summarized below:

	Consolidated		Standalone
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	69,004	99,778	55,048	76,608
Other income	7,245	5,469	6,367	5,244
Total income	76,249	105,247	61,415	81,852
Total expenses	90,959	116,446	76,589	94,441
Loss before share of profit / (loss) of associates / joint ventures, exceptional items and tax	(14,710)	(11,199)	(15,174)	(12,589)
Share of profit/ (loss) of associates / joint ventures	25	(377)	-	-
Loss on impairment of an associate	-	(2,271)	-	(2,096)
Loss before exceptional items and tax	(14,685)	(13,847)	(15,174)	(14,685)
Exceptional items	8.233	(57)	7,284	(77)
Loss before tax	(6,452)	(13,904)	(7,890)	(14,762)
Income Tax expense	180	320	-	-
Loss for the year	(6,632)	(14,224)	(7,890)	(14,762)
Other comprehensive Income/ (Loss)	10,499	1,896	145	(93)
Total Comprehensive Income/ (Loss)	3,867	(12,328)	(7,745)	(14,855)
Earnings per equity share of the face value J 1 each (Amount in J)
Basic	(10.35)	(22.33)	(12.39)	(23.26)
Diluted	(10.35)	(22.33)	(12.39)	(23.26)

State of the Affairs of the Company / Operational
Highlights

FY 2024-25 marked a pivotal period for Paytm, characterized
by an unwavering focus on its core payments and
financial services distribution businesses. The Company
demonstrated significant operational resilience and strategic
agility, successfully navigating transitions and laying a robust
foundation for future growth and profitability. This period
was defined by strengthening market leadership, expanding
merchant ecosystem penetration, enhancing financial
services distribution, and optimizing the balance sheet
through the monetization of non-core assets. The Company
successfully transitioned to a Third-Party Application
Provider (TPAP) for the UPI business, establishing strategic

partnerships with leading banks, including Axis Bank, HDFC
Bank, State Bank of India, and YES Bank. This transition
involved efficiently migrating users from the @paytm
handles to new bank handlesâ@pthdfc, @ptaxis, @ptsbi
and @ptyes. On October 22, 2024, the National Payments
Corporation of India (NPCI) granted approval for Paytm to
onboard new UPI users. This approval marked a significant
milestone, leading to an increase in the Average Monthly
Transacting Users (MTU) from a low of 7.0 Cr in Q3FY 2025
to 7.2 Cr in Q4FY 2025 (20 lakh sequential growth).

Your Company continued to solidify its undisputed
leadership in merchant payments, driven by innovative
products, a large and dedicated field team, and robust
service infrastructure. Our first-to-market payment

innovations, including QR, Soundbox, and All-in-One POS
card machines, continued to drive acceptance across
MSMEs and enterprises. The network of device merchants
grew rapidly, with the device merchant subscriber base
reaching 1.24 Cr by March 2025 from 1.07 Cr the previous
year. This growth, including 8 lakh subscribers added
in Q4FY 2024-25 alone, reflected the effectiveness of
innovative offerings and a dedicated field force. The
Company reaffirmed its commitment to empowering
India''s MSME sector, recognizing its immense potential.
Efforts focused on expanding the distribution network,
particularly in Tier-2 and Tier-3 cities, leveraging significant
penetration opportunities. New Soundbox variations,
such as India''s first Solar-powered Soundbox and Double
Battery Soundbox, were launched to meet diverse
merchant needs and enhance transaction tracking and
privacy. Furthermore, honoring India''s cultural heritage,
we launched "Bhavya Mahakumbh QR" and "Mahakumbh
Soundbox", and deployed iconic Soundboxes and Card
Machines at Maha Kumbh 2025, the world''s largest
spiritual gathering, demonstrating our commitment to both
merchant empowerment and national initiatives.

Your Company is uniquely equipped to capitalize on the
merchant loan opportunity, leveraging its extensive
merchant acquiring network, largest payment device
base, and longstanding partnerships with banks and
NBFCs. Merchant loan distribution saw significant
growth, increasing 24% YoY to H13,958 Cr, with over 50%
distributed to repeat borrowers, reflecting strong product-
market fit. While the majority of loans distributed were
under DLG model in FY 2024-25, however our largest
lending partner transitioned to a non-DLG model in Q1FY
2025-26 and we expect a higher share of non-DLG loans
going forward. The personal loans segment shows early
signs of recovery in the credit cycle, with an expectation
for this trend to continue through the next financial year.
We are steadily investing in growing our equity broking
and mutual fund distribution businesses by providing high-
quality trading platforms with low transparent costs. Paytm
Money Limited, our wholly owned subsidiary, has launched
Margin Trading Facility (MTF) and is now registered as a
Research Analyst to deliver insightful research to investors.
Additionally, we are expanding mutual fund distribution by
promoting SIPs and other wealth management products.

The year was marked by a continued focus on our core
payments and financial services distribution businesses.
We monetized non-core assets, including the PayPay
stake and the movies and events business, at an attractive
valuation of over H2,000 Cr each, that helped to significantly
strengthen the Company''s balance sheet, providing
enhanced capital flexibility for future growth initiatives.

Key aspects of our Company''s consolidated performance
during FY 2024-25 are as follows:

â¢ The Company reported an operating revenue of
H6,900 Cr. The Company achieved a contribution
profit of H3,678 Cr, resulting in a contribution margin
of 53%. The EBITDA stood at H(1,507) Cr. The Profit
After Tax (PAT) for the year was H(663) Cr, which
included exceptional gains of H1,346 Cr from the sale
of the entertainment ticketing business. Profit After
Tax (PAT), excluding exceptional items, continued its
improving trend, narrowing to H(23) Cr in Q4FY 2024Â¬
25, and is close to breakeven. Further in Q1FY 2025-26,
the Company achieved the milestone of profitability
and has reported EBITDA and PAT of H72 Cr and H123
Cr respectively as disclosed on July 22, 2025.

â¢ Our merchant loan distribution business significantly
expanded from H1,386 Cr in FY 2021-22 to H13,958
Cr in FY 2024-25, supported by a 4.3x increase in
our device merchant base, a rise in penetration to
5.4% from 3.5% despite a conservative credit quality
approach, and a 1.5x increase in average ticket size
to H2.1 Lakh. The personal loans segment shows early
signs of recovery in the credit cycle and we anticipate
these positive trends to persist.

â¢ The number of device merchants continued to
grow, reaching 1.24 Cr by the end of March 2025,
representing a CAGR of 63% (4.3x increase) since
March 2022. Average Monthly Transacting Users
(MTU) also increased from 7.0 Cr in Q3FY 2025 to 7.2 Cr
in Q4FY 2025, despite limited marketing spending.

â¢ Gross Merchandise Volume (GMV) of payments
facilitated through our platform during FY 2024-25
experienced a 3% YoY growth, reaching H18.9 Lakh
Cr, compared to H18.3 Lakh Cr in FY 2023-24. For
our continuing businessesâ¢, GMV increased 19% YoY
driven by the increasing adoption of mobile payments
and the expansion of our merchant network. UPI
remained a significant contributor to GMV, but we also
observed growth in non-UPI instruments like EMI and
cards, mainly due to the deployment of more payment
devices. Our goal is to lead the acquiring side of
the payments business by increasing manpower on
distribution and continuing to innovate on devices.

Your Company is an early and aggressive adopter of AI,
integrating its potential into every product and service
journey. It builds AI-first platforms to gain deep contextual
data insights and drive enhancements and efficiencies in
its business, moving towards a "machine first, supervised
by humans" workflow. These AI integrations have
accelerated product development, enhanced risk and

fraud management, and improved customer experience,
fueling its next phase of growth. The Al-led operating
leverage has contributed to the Company''s profitability,
as seen in its EBITDA and PAT profitability. Additionally,
the Company believes its technology-led merchant
payments and financial services distribution model has
the potential for expansion in international markets with
subsidiaries approved for incorporation in the UAE,
Kingdom of Saudi Arabia, and Singapore in January 2025.
The Company expects results from these efforts will start
showing after 3 years.

In FY 2024-25, the Company successfully executed
significant operational and compliance initiatives to
transition away from PPBL''s services, establishing new
banking partnerships to maintain uninterrupted UPI, card
acquiring, nodal account, and BBPS services for both
customers and merchants.

Our subsidiary Paytm Payments Services Limited (PPSL)
offers payment aggregator and payment gateway services
and has resubmitted its Payments Aggregator (PA)
application to the RBI, following government approval of
OCL''s downstream investment into PPSL on August 27,
2024, and approval is awaited.

Paytm Money Limited (PML), our subsidiary, offers a
platform to customers for trading in equities and investment
in mutual funds, and has launched new offerings like Margin
Trading Facility (MTF) and Research Analyst services.

Our subsidiary Paytm Insurance Broking Private Limited
(PIBPL) operates as an insurance broker leveraging Paytm''s
platform and customer base to offer a range of products
across auto, life and health insurance along with embedded
and DIY products to both consumers and merchants.

One97 Communications Singapore Private Limited (OCL
Singapore), is a wholly owned foreign subsidiary, and during
the year under review completed the sale of all the Stock
Acquisition Rights (SAR) held by it in PayPay Corporation,
Japan at an attractive valuation of over H2,000 Cr.

One 97 Communications India Limited (OCIL), our
subsidiary, offers innovative fintech solutions primarily
for banks and financial institutions including various
payment switches.

Material Changes and Commitment affecting
financial position of the Company

There were no material changes between the end of the
FY 2024-25 and the date of this report, affecting the
financial position of your Company.

Dividend

As the Company does not have profits during the year
under review, the Board does not recommend any dividend
for FY 2024-25.

Further, pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"), the Company adopted
the Dividend Distribution Policy and the same is available
on the website of the Company at https://ir.paytm.com/
policies-and-guidelines.

Transfer to Reserves

During the year under review, the details of the amount
transferred to other reserves (including ESOP Reserve),
forms part of note no. 11(b) of the standalone financial
statements and note no. 10(b) of the consolidated
financial statements of the Company which forms part of
this Annual Report.

Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments
as on March 31, 2025, covered under Section 186 of the
Companies Act, 2013 ("Act") are given in note nos. 5, 6 and
7 of the standalone financial statements and note nos. 5
and 6 of the consolidated financial statements which form
part of this Annual Report.

Subsidiaries, Associates and Joint Ventures

As of March 31, 2025, the Company has 26 subsidiaries,
11 associates and 3 joint ventures, which are strategically
structured to support its diverse business objectives.
Several subsidiaries are established to comply with
regulatory requirements for specialized operations,
such as stock broking, insurance broking, and payment
aggregation, governed by SEBI, IRDAI, and RBI. The Group
also includes subsidiaries in international markets to drive
its marketing cloud business, enabling local compliance
and market expansion. Certain entities, acquired through
third-party transactions, bring specialized capabilities
and are integrated to enhance synergy. Purpose-specific
subsidiaries allow focused management of distinct
business lines, optimizing operational efficiency and risk
segregation. This structure aligns with the Company''s
growth strategy and is supported by robust governance
practices. The Board and Audit Committee oversee all
entities, ensuring compliance with the Act, and SEBI Listing
Regulations. During the year under review, following
Companies ceased to be subsidiaries/ associates:

â¢ Wasteland Entertainment Private Limited (w.e.f.
August 27, 2024);

â¢ Orbgen Technologies Private Limited (w.e.f.
August 27, 2024);

â¢ Xceed IT Solutions Private Limited (w.e.f.

February 21, 2025); and

â¢ Socomo Technologies Private Limited (w.e.f.

March 28, 2025).

Further, during the year under review, Paytm Cloud
Technologies Limited, our wholly-owned subsidiary
("PCTL"), has acquired 25% stake in Seven Technology
LLC, Delaware which is the parent Company of Dinie
Correspondente Bancario e Meios de Pagamento Ltda.
("Dinie"). Post consummation of the transaction, Seven
Technology LLC and Dinie have become associates of the
Company w.e.f. February 13, 2025.

Paytm Arab Payments L.L.C ("Paytm Arabâ) has been
incorporated as a wholly owned subsidiary by PCTL w.e.f
April 30, 2025. Paytm Arab is engaged in expansion and
distribution of Paytm''s technology led merchant payments
and financial services stack in UAE and has become a
wholly owned step down subsidiary of the Company w.e.f.
April 30, 2025.

Paytm Singapore Pte. Ltd. ("Paytm Singaporeâ) has been
incorporated as a wholly owned subsidiary by PCTL w.e.f
June 03, 2025. Paytm Singapore is engaged in expansion
and distribution of Paytm''s technology led merchant
payments and financial services stack in Singapore and
has become a wholly owned step down subsidiary of the
Company w.e.f. June 03, 2025.

Paytm Company has been incorporated as a wholly owned
subsidiary by PCTL w.e.f. July 17, 2025. Paytm Company
is engaged in expansion and distribution of Paytm''s
technology led digital payments stack in Saudi Arabia and
has become a wholly owned step down subsidiary of the
Company w.e.f. July 17, 2025.

Paytm Payments Services Limited ("PPSLâ) is the material
subsidiary of the Company under Regulation 16 (1) (c) of
SEBI Listing Regulations. The details of PPSL are set out
in the Corporate Governance Report which forms part of
this Annual Report.

One97 Communications Singapore Pvt Ltd. ("OCL
Singaporeâ), has become a material subsidiary of the
Company w.e.f. April 1, 2025 under Regulation 16 (1) (c) of
SEBI Listing Regulations.

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, associate and joint venture in the
prescribed form AOC-1 is annexed as Annexure I to this
report. The said statement also provides the details of

the performance and financial position of each subsidiary,
associate and joint venture.

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://ir.paytm.com/annual-reports.

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://
ir.paytm.com/policies-and-guidelines.

Utilisation of Proceeds of Initial Public Offer
("IPOâ)

Pursuant to Regulation 32 of the SEBI Listing Regulations
read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/
CIR/P/2023/120 dated July 11, 2023, the Company confirms
that during FY 2024-25, there was no deviation or variation
in the utilization of proceeds of the IPO from the objects
stated in the Prospectus dated November 11, 2021.

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. 38 of the
standalone financial statements and note no. 42 of the
consolidated financial statements which form part of
this Annual Report.

Employees Stock Option Schemes

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.

The Company has two Employees Stock Option Schemes
viz. One 97 Employees Stock Option Scheme 2008 ("ESOP
2008") and One 97 Employees Stock Option Scheme 2019
("ESOP 2019"). After the institution of ESOP 2019 which has
been effective from September 30, 2019, no fresh options
have been granted to employees under ESOP 2008.

Post IPO of equity shares of the Company, ESOP 2019
has been ratified, confirmed and amended, as per the
requirements of 12(1) of the SEBI (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations 2021"), by the Members of the Company
through Postal Ballot on February 19, 2022. Further, the
Members vide Postal Ballot Notice dated March 11, 2025
have approved the amendments in ESOP 2019 on April 16,
2025 and voting results were announced by the Company
on April 18, 2025.

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 www.paytm.com/investor-relations/agm.

During the year under review, the Company issued and
allotted 24,31,710 (Twenty Four Lakhs Thirty One Thousand
Seven Hundred and Ten) equity shares of H1/- each to its
employees pursuant to exercise of vested options by the
eligible employees under ESOP 2008 and ESOP 2019. As on
March 31, 2025, the issued, subscribed and paid-up capital
of the Company stood at H63,78,45,483/- comprising
63,78,45,483 (Sixty-Three Crores Seventy-Eight Lakhs
Forty-Five Thousand Four Hundred Eighty-Three) equity
shares of H1/- each. The equity shares issued under the
said Schemes rank pari-passu with the existing equity
shares of the Company.

The Company has obtained a certificate from M/s. VAPN
& Associates, Practicing Company Secretaries (Firm
Registration No.: P2015DE045500) confirming that
ESOP 2008 and ESOP 2019 have been implemented in
accordance with the SEBI SBEB Regulations 2021 and
resolution(s) passed by the Members of the Company. The
said certificates will be made available for inspection by
the Members electronically during business hours.

During the financial year ended March 31, 2022, the
Company had granted 21,000,000 Employees Stock Options
(ESOPs) to the Managing Director and Chief Executive
Officer of the Company, vesting of which was subject to
achievement of specified milestones over the prescribed
period. The Company has been accounting for ESOPs
expenses for the same in accordance with the applicable
requirements of Ind AS 102 Share-based Payments.

During financial year 2023-24, the Company received
a Show Cause Notice ("SCN") from the Securities and
Exchange Board of India ("SEBI") inter alia challenging
the above options being in compliance with the SEBI
SBEB Regulations 2021. The Company had opted to file a
settlement application with the SEBI, under the applicable
SEBI (Settlement Proceedings) Regulations, 2018 ("SEBI
Settlement Regulations") relating to settlement, whose

application remained under consideration by SEBI as at
March 31, 2025.

On April 16, 2025, the Managing Director and Chief
Executive Officer voluntarily offered to forego the said
ESOPs, which has been noted by the Nomination and
Remuneration Committee (NRC) of the Company. In
view of the foregoing, the NRC has treated these ESOPs
as cancelled. Accordingly, such cancellation has been
accounted for by the Company in the financial statements
in terms of Ind-AS 102, Share Based Payments, and such
options have been returned to the Company''s ESOP pool
under the ESOP 2019.

As a result of above, the Company has recorded an
accelerated charge of H4,924 million as an exceptional item
in the statement of Profit and Loss, and the cumulative cost
charged to profit and loss account of the Company over
the years, pertaining to the above ESOPs, amounting to
H40,921 million has been transferred from ESOP Reserve to
Retained Earnings of the Company.

SEBI has issued a settlement order dated May 08, 2025,
whereby the SCN has been settled in accordance with
SEBI Settlement Regulations. The necessary disclosure
along with the Settlement Order was filed with Stock
Exchanges on May 08, 2025 and is available on the
website of the Company.

Transactions with 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://ir.paytm.com/
policies-and-guidelines. All the transactions with related
parties entered into by the Company during FY 2024-25
were on an arm''s length basis and in the ordinary course
of business and in the best interest of the Company. The
Company had also engaged an independent consultant,
wherever necessary, to examine that the transactions
were undertaken on an arms'' length and at prevailing
market rate. The said transactions were entered into by the
Company with the prior approval of the Audit Committee.

There were no material related party transactions entered
into by the Company during the year under review. Thus,
form AOC 2 is not applicable, hence not forms part
of this report.

For further details of related party transactions during
the year under review, please refer to note no. 25 of the
standalone financial statements and note no. 26 of the

consolidated financial statements which form part of
this Annual Report.

Directors and Key Managerial Personnel

Directors

As on March 31, 2025, the Board comprised 8 (Eight)
Directors with an appropriate mix of Executive Directors,
Non-Executive Non-Independent Directors and NonÂ¬
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.

Appointments and Re-Appointments

The Board of Directors of the Company, based on the
recommendation of the NRC, appointed Mr. Rajeev
Krishnamuralilal Agarwal (DIN: 07984221) as a NonÂ¬
Executive Independent Director of the Company with
effect from June 17, 2024, for a term of 5 (five) years and
the Members of the Company approved his appointment
on September 12, 2024.

The Board of Directors of the Company, based on the
recommendation of the NRC, appointed Mr. Bimal Julka
(DIN: 03172733) as a Non-Executive Independent Director
of the Company with effect from January 20, 2025 , for a
term of 5 (five) years and the Members of the Company
approved his appointment on April 16, 2025.

The terms and conditions of appointment of Independent
Directors are available on the website of the Company.

Subsequently, after closure of FY 2024-25, Ms. Urvashi
Sahai (DIN: 09521316) was appointed as an Additional
Director in the capacity of Whole-time Director designated
as "Executive Director and General Counsel" and Key
Managerial Personnel of the Company with effect
from July 22, 2025, for a term of 5 (five) years, by the
Board, at its meeting held on July 22, 2025, basis the
recommendation of the NRC, subject to approval of the
Members of the Company.

All Directors of the Company are qualified to act as a
Director as per the requirements of the Act and they
are also not debarred from holding the office of Director
pursuant to any SEBI order or order of any such authority.

In terms of Section 152(6) of the Act, Mr. Madhur Deora
(DIN : 07720350), Executive Director, President & Group

Chief Financial Officer of the Company, retires by rotation
at the 25^th Annual General Meeting (AGM) and is not seeking
re-appointment. However, he will continue in his full-time
role as President and Group Chief Financial Officer of the
Company, and will also support the Chief Executive Officer
in expanding the business and strengthening profitability.

Resignations

During the year Mr. Neeraj Arora (DIN: 07221836),
Independent Director resigned from the Board of the
Company with effect from the end of business hours
of June 17, 2024.

Subsequently, after closure of FY 2024-25, Mr. Bimal Julka
(DIN: 03172733), resigned from closure of business hours of
July 22, 2025, as a Non-Executive Independent Director.

The Board places on record its sincere appreciation for the
contributions made by Mr. Neeraj Arora and Mr. Bimal Julka
for their invaluable services as a Director on the Board. Their
insightful contributions have played a pivotal role in steering
the Company''s strategic direction and fostering growth.

Declaration by 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 Section 149, 150 read with Schedule IV of the Act and
Regulation 16 and 25 of the SEBI Listing Regulations. All
Independent Directors have affirmed compliance with the
Code of Conduct for Independent Directors as prescribed in
Schedule IV to the Act.

Further, 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.

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, 2025:

â¢ Mr. Vijay Shekhar Sharma, Chairman, Managing
Director and Chief Executive Officer

â¢ Mr. Madhur Deora, Executive Director, President and
Group Chief Financial Officer

â¢ Mr. Sunil Kumar Bansal, Company Secretary and
Compliance Officer

During the period under review, there were no changes in
the KMPs of the Company.

Corporate Social Responsibility (âCSR")

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 2024-25. However, the Company had voluntarily
undertaken certain initiatives during the year under review
which were approved by the CSR Committee. A brief
outline of the CSR policy of the Company and the activities
undertaken during the year are set out in Annexure II to
this Report in the format as prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy as adopted by the Company is available
on the website of the Company at https://ir.paytm.com/
policies-and-guidelines.

For details regarding the composition and terms of
reference of the CSR Committee, please refer to the
Corporate Governance Report, which forms part of
this Annual Report.

Board Meetings

The Board met 12 (Twelve) times during FY 2024-25.
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.

Board Committees

As on March 31, 2025, 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) Investment 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.

Report on Corporate Governance

Corporate governance is about maximizing shareholder
value legally, ethically and sustainably. Our corporate
governance practices are a reflection of our value system
encompassing our culture, policies, and relationships
with our stakeholders. In compliance with Regulation 34
read with Schedule V of the SEBI Listing Regulations, the
Report on Corporate Governance of the Company, inter
alia, covering composition, details of meetings of the Board
and Committees, together with a certificate from M/s.
VAPN & Associates, Practicing Company Secretaries (Firm
Registration No.: P2015DE045500) regarding compliance
of conditions of Corporate Governance, forms part of
this Annual Report.

A certificate from the Managing Director and Chief
Executive Officer and the Executive Director, President
and Group Chief Financial Officer of the Company in terms
of Regulation 17 of the SEBI Listing Regulations, inter-alia,
confirming the correctness of the financial statements and
cash flow statements, adequacy of the internal control
measures and reporting of matters to the Audit Committee,
also forms a part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of
the Act, it is confirmed 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 had 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 FY 2024-25 and of the loss of
the Company for that period;

c) the Directors had 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 frauds and other
irregularities;

d) the Directors had prepared the annual accounts on a
going concern basis;

e) the Directors, had 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 had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Policy on Appointment and Remuneration

The Board has framed and adopted a Nomination,
Remuneration and Board Diversity Policy in terms of Section
178 of the Act and Regulation 19(4) read with Part D of
Schedule II to the SEBI Listing Regulations ("NR Policy"),
for identification, selection and appointment of Directors,
Key Managerial Personnel (KMPs) and Senior Management
Personnel (SMPs) of the Company. The Policy 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 personal and professional ethics, positive attributes,
financial literacy and independence of a Director. The
Policy is available on the website of the Company at
https://ir.paytm.com/policies-and-guidelines.

Board Evaluation

Pursuant to the provisions of the Act and the SEBI
Listing Regulations, an evaluation process was carried
out to evaluate performance of the Board and its
Committees, the Chairman of the Board and all Directors,
including Independent Directors. The evaluation is
aimed at improving the effectiveness and enhancing
their contribution to the functioning of the Board. The
questionnaire for this evaluation was developed, based
on improvement areas identified by the Nomination and
Remuneration Committee. The results of evaluation of
the performance of the Board, individual directors and
various Committees were subsequently discussed at
their respective meetings and the areas for improvement
of the functioning of the Board, individual directors and
Committees were duly noted.

In a separate meeting of the Independent Directors,
performance of the Non-Independent Directors, Chairman
of the Board and the Board as a whole was also evaluated.

Business Responsibility and Sustainability
Report

In compliance with Regulation 34 of the SEBI Listing
Regulations read with SEBI Master Circular No. SEBI/
HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024,

the Business Responsibility and Sustainability Report
of the Company for FY 2024-25 describing the various
initiatives undertaken from an environment, social and
governance perspective during FY 2024-25 forms part of
this Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for
FY 2024-25 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.

Extract of Annual Return

The Annual Return of the Company as on March 31, 2025, in
form MGT-7 as required under Section 92 and Section 134
of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 is available on the website
of the Company at https://ir.paytm.com/agm.

Internal Auditors and Internal Financial Controls

The external audit firm appointed by the Board and inÂ¬
house Internal Audit team performs defined Internal Audit
functions as approved by the Audit Committee.

Internal Audit function is governed by the Internal Audit Charter
and Internal Audit Manual approved by the Audit Committee.
Internal Audit scope, Internal Audits / reviews along with the
update on remediation status are submitted and presented in
the Audit Committee meetings every quarter.

Internal Financial Control and their adequacy

The Company has laid down adequate internal financial
controls commensurate with the scale and size of the
operation of the Company. The Company has in place
adequate policies and procedures for ensuring the
orderly and effective control of its business, including
adherence to the Company''s policies, safeguarding its
assets, prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records,
and the timely preparation of reliable financial disclosures.

The Company has an adequate system of internal control
commensurate with its size and nature of business.
These systems provide a reasonable assurance in
respect of providing financial and operational information,
safeguarding of assets of the Company, adhering to the
management policies besides ensuring compliance.

Human Resource Management and Related
Disclosures

Prevention of Sexual Harassment at Workplace

Paytm''s goal is to ensure that employees, regardless of
gender, sexual orientation, or any other distinguishing
factors, feel empowered to contribute to the best of
their abilities. In line with this, the Prevention of Sexual
Harassment ("POSH") at Workplace Policy has been
framed under the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act"), to prohibit, prevent
or deter the commission of acts of sexual harassment at
workplace and to provide the procedure for the redressal
of complaints pertaining to sexual harassment which is
hosted on the Company''s website and can be accessed
using the below link: https://paytm.com/document/ir/
policies-and-guidelines/POSH-Policy.pdf. The Company
has also constituted an Internal Complaints Committee
("ICC") as per the requirements under the POSH Act. The
ICC ensures that all cases reported are resolved in a timely
manner, in accordance with the POSH Act. All the existing
employees and any new joiner undergoes a mandatory
training on POSH every fiscal year. The Company also
ensures to organize several virtual seminars on POSH
for everyone to make them cognizant of the guidelines
laid in the policy.

The detailed disclosure on POSH is given in the Corporate
Governance Report, which forms part of this Annual Report.

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.

Particulars of Employees

The statement containing disclosure of remuneration
under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, is given in Annexure
III forming a part of this Report. The information as per Rule
5(2) and Rule 5(3) of the above-mentioned Rules pertaining
to the names of top ten employees and other particulars of
employees is provided in a separate annexure. However,
as per the provisions of Section 136(1) of the Act and the
Rules thereunder, the Annual Report and the financial
statements, excluding the aforesaid annexure, are being
sent to the Members, and other persons entitled thereto.
Any Member interested in obtaining a copy of the annexure

may write to the Company Secretary and Compliance
Officer at [email protected].

Risk Management

The Company maintains a robust and comprehensive Risk
Management Framework designed to proactively identify
and evaluate both business risks and opportunities.
This framework encompasses well-defined policies and
procedures aimed at fostering transparency, minimizing
potential adverse impacts on our business objectives,
and ultimately enhancing the Company''s competitive
advantage. The enterprise-wide risk management
approach includes detailed documentation and reporting
protocols across all levels of the organization.

The Risk Management Committee of the Board of Directors,
chaired by an Independent Director, provides crucial
governance by periodically reviewing the implementation
of Risk Management Framework, regular monitoring of
risk assessments and mitigation strategies, covering
the essential stages of risk identification, quantification,
and evaluation.

Further details regarding our Enterprise Risk Management
Policy are available on the Company''s website at https://
ir.paytm.com/policies-and-guidelines.

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 policy is available on the website of the Company at
https://ir.paytm.com/policies-and-guidelines.

Foreign Exchange Earnings and Outgo

The Foreign Exchange earnings and outgo by the Company
during FY 2024-25, under review are as follows:

Particulars	FY 2024-25	FY 2023-24
Foreign Exchange Earnings	347.96	534.82
Foreign Exchange Outgo	1,422.32	2,071.82
Opex	1,311.29	1,867.36
Capex	111.03	204.46

Auditors and Auditor''s Report

Statutory Auditors

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants
(Firm Registration No.: 101049W/E300004), were appointed
as the Statutory Auditors of the Company at the AGM held
on September 12, 2023, for a term of 5 (five) consecutive
years from the conclusion of 23^rd AGM till the conclusion of
28^th AGM 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, 2025, 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.

Secretarial Auditors

M/s. VAPN & Associates, firm of Practicing Company
Secretaries (Firm Registration No.: P2015DE045500),
carried out the Secretarial Audit for FY 2024-25 in
compliance with the Act and the Rules made thereunder,
the SEBI Listing Regulations. The Secretarial Auditors''
Report is enclosed as Annexure IV to this report.

In compliance with Regulation 24A of the SEBI Listing
Regulations, the Secretarial Audit Report of PPSL, a material
subsidiary of the Company for FY 2024-25 issued by M/s.
VAPN & Associates, Practicing Company Secretaries is
enclosed as Annexure V to this report.

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

In compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, the Board at its meeting
held on July 22, 2025, has approved the appointment of M/s
Chandrasekaran Associates, Company Secretaries (Firm
Registration No.: P1988DE002500) as the Secretarial Auditors
of the Company for a period of Five years commencing from FY
2025-26 till FY 2029-30, subject to approval of the Members
in ensuing Annual General Meeting.

Conservation of Energy and Technology
Absorption

Energy Conservation:

We are committed to adopting best practices for
energy conservation across all major offices. The key
initiatives include:

â¢ Use of LED fixtures to reduce electricity consumption;

â¢ Deployment of energy-efficient appliances across
office spaces; and

â¢ Installation of sensor-based water faucets and
lighting systems in washrooms to minimize wastage.

The Corporate Office- Skymark One in Noida, having a
large employee base, has been certified Platinum rated by
the Indian Green Building Council (IGBC). Our selection and
presence in this building is testimony of our commitment
towards sustainable development. Key features considered
by us, while selecting this building includes:

â¢ Sustainable site planning;

â¢ Enhanced water and energy efficiency;

â¢ Reduced waste generation and carbon emissions;

â¢ Use of eco-friendly building materials; and

â¢ Improved indoor environmental quality.

Additionally we have been incorporating energy-saving
infrastructure namely :

â¢ Use of Energy-efficient design elements such
as LED lighting, energy-efficient windows and
insulation, geothermal heat pumps, and high-
efficiency appliances;

â¢ Installation of Variable Refrigerant Volume/Variable
Refrigerant Flow (VRV/VRF) systems (2^nd generation
energy-efficient models ) across most facilities;

â¢ Deployment of Variable Air Volume (VAV) controllers
in meeting rooms and open office floors, enabling
cooling based on occupancy and thereby reducing
overall load on AHUs and chillers;

â¢ Use of heat-resistant fagade glass throughout
buildings to minimize thermal gain, maintain
comfortable indoor temperatures, and enable
abundant natural lighting;

â¢ New procurement of appliances are 5-star rated,
ensuring maximum energy efficiency; and

â¢ Implemented a Building Management System (BMS)
at Skymark Noida to monitor and control energy
consumption. This allows real-time optimization and
further improvements in energy efficiency.

Technology Absorption

Paytm operates not only as a leading payments platform
but also as a technology-driven Company, building
the digital infrastructure that underpins India''s fintech
ecosystem. Our technology-first approach is powered by
a team of over 2,000 engineers who leverage cutting-
edge advancements in Artificial Intelligence (AI), Machine
Learning (ML), Internet of Things (IoT), big data, and
real-time analytics. This robust technological foundation
enables us to deliver scalable, secure, and intelligent
financial solutions to millions of consumers and merchants,
reinforcing our leadership position in India''s rapidly
evolving digital economy.

This year, we reinforced our commitment to innovation
through several pioneering initiatives. We introduced solar-
powered Soundboxes specifically designed for mobile
merchants such as vegetable vendors, solving the critical
challenge of device charging while on the move. Building
on this, we launched the Dual-Battery Soundbox to provide
even greater reliability for high-transaction merchants. In
another industry-first innovation, we enabled merchants
and users to add a QR code directly to their phone''s home
screen, eliminating the need to open the app for payments.
Our UPI offerings were significantly enhanced with the
launch of UPI International and UPI Lite auto top-up features,
delivering a more seamless payment experience to users.

Our subsidiary, Paytm Money, continued its trajectory of
innovation by simplifying onboarding flows, introducing
BSE F&O trading, and launching Margin Trading Funding
(MTF). A notable advancement was the implementation
of UPI Trading Blocks, which allows customers to reserve
funds in their bank accounts without pre-funding trading
wallets, creating greater flexibility for retail investors.

Paytm has strategically positioned Artificial Intelligence
(AI) at the core of its operational framework and product
innovation to drive efficiency, enhance customer
experience, and unlock incremental revenue opportunities
across its ecosystem. As an early and aggressive adopter,
the Company leverages state-of-the-art AI tools and
AI-first platforms like Paytm ARMS (merchant lifecycle
insights) and Periscope (fraud and risk detection system) to
gain deep contextual data insights, automating processes
from merchant onboarding and segmentation to pricing
optimization and personalized retention capabilities. This
AI-led approach has significantly streamlined operations,
optimizing approval rates and pricing decisions, while also
enabling a proprietary, real-time fraud and risk detection
engine for proactive transactional integrity. Furthermore,
AI powers 24/7 conversational AI agents to provide highly
personalized, multi-lingual assistance for merchant and
consumer queries, significantly improving customer

delight. Critically, AI underpins the Company''s enhanced
cross-sell capabilities by identifying high-transacting
merchant prospects and improving marketing efficiency
through sharper audience segmentation and targeting,
which reduces customer acquisition costs and improves
ROI. Advanced AI models also predict merchant churn and
delinquency with high precision, enabling timely, segment-
specific interventions that lead to improved asset quality
for partners and increased collection bonuses. Internally,
the continued leverage of AI for improving productivity
across businesses has contributed to a notable decline in
non-sales employee costs. This comprehensive integration
of AI across merchant payments, distribution of financial
services, and consumer offerings, including features like
AI Smart Filters for travel ticketing and AI-led Portfolio
Analyzers for investments, solidifies Paytm''s competitive
moat and fuels scalable monetization and growth.

Looking ahead, we remain focused on strengthening
our platform capabilities to drive sustainable growth.
Our priorities include deeper integration of AI/ML across
our operations, continued development of merchantÂ¬
centric solutions to expand financial inclusion, and further
enhancements to our infrastructure to support scaling.
These strategic initiatives underscore our commitment to
maintaining technology leadership while creating long-term
value for all stakeholders in India''s digital financial ecosystem.

Awards and Recognitions

During FY 2024-25, the Company received multiple awards
and recognitions. Details in respect of such awards and
recognitions received by the Company are available on the
website of the Company at https://ir.paytm.com/awards.

Secretarial Standards

The Company complies with all applicable secretarial
standards issued by the Institute of Company Secretaries
of India in terms of Section 118(10) of the Act.

Other Statutory Disclosures

No disclosure or reporting is made with respect to
the following items, as there were no transactions
during FY 2024-25:

â¢ The issue of equity shares with differential rights as to
dividend, voting or otherwise;

â¢ Issue of equity shares (including sweat equity shares)
to employees of the Company under any scheme
except Employees'' Stock Options Schemes referred
to in this Report;

â¢ In terms of the provisions of Section 73 of the Act
read with the relevant Rules of the Act, the Company
had no opening or closing balances and also has not
accepted any deposits during the financial year under
review and as such, no amount of principal or interest
was outstanding as on March 31, 2025;

â¢ There were no fraud under Section 143 (12) of the Act
reported by the Auditors to the Audit Committee or
the Board or Central Government;

â¢ The Company did not have any scheme or provision of
money for the purchase of its own shares by employees
or by trustees for the benefits of employees;

â¢ There were no proceeding pending under the
Insolvency and Bankruptcy Code, 2016;

â¢ There was no instance of one-time settlement with
any Bank or Financial Institution;

â¢ Executive Directors of the Company have not
received any remuneration or commission from any
of its subsidiaries;

â¢ There were no revision in the financial statements;

â¢ There are no significant or material orders passed
by the regulators or courts or tribunals which impact
the going concern status of the Company and its
operations in future;

â¢ The Company is not required to maintain cost records
under Section 148 of the Act:

â¢ The Company has not made any downstream
investments during the year under review and a
certificate from Statutory Auditors has been obtained
in this regard;

â¢ There was no instance wherein the Company failed to
implement any corporate action within the statutory
time limit; and

â¢ The Company has not made any political party
contribution under section 182 of the Act.

Cautionary Statement

Statements in this Annual Report describing the Company''s
objectives, expectations or predictions may be forwardÂ¬
looking within the meaning of applicable securities laws
and regulations. Actual results may differ materially from
those expressed in the statement.

Acknowledgement

The Board is grateful for the continued support provided by
our valued customers, investors, government, regulatory
authorities and other stakeholders. The Board appreciates
the hard work and exemplary dedication of the employees
of our Company for showing remarkable teamwork
during FY 2024-25.

For and on behalf of the Board
One 97 Communications Limited

Vijay Shekhar Sharma

Date: July 22, 2025 Chairman, Managing Director and Chief Executive Officer

Place: Noida DIN: 00466521

Mar 31, 2024

The Board of Directors ("Board") hereby submits the 24^th Annual Report on the business and operations of One 97 Communications Limited ("Company" or "Our" or "We" or "Paytm") together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024 ("FY 2023-24"). Wherever required, the consolidated performance of the Company and its subsidiary(ies) has also been provided.

Financial Performance

The standalone and consolidated financial highlights of the Company''s operations are summarised below:

(Amounts in J Million, except earnings per share)

	Consolidated		Standalone
Particulars	Year ended		Year ended
Particulars	March 31,	March 31,	March 31,	March 31,
	2024	2023	2024	2023
Revenue from operations	99,778	79,903	76,608	60,277
Other income	5,469	4,097	5,244	3,994
Total income	105,247	84,000	81,852	64,271
Total expenses	116,446	101,304	94,441	82,199
Loss before share of profit / (loss) of associates / joint ventures, exceptional items and tax	(11,199)	(17,304)	(12,589)	(17,928)
Share of profit/ (loss) of associates / joint	(377)	(125)	-	-
ventures
Loss on impairment of an associate	(2,271)	-	(2,096)	-
Loss before exceptional items and tax	(13,847)	(17,429)	(14,685)	(17,928)
Exceptional items	(57)	-	(77)	(630)
Loss before tax	(13,904)	(17,429)	(14,762)	(18,558)
Income Tax expense	320	336	-	-
Loss for the year	(14,224)	(17,765)	(14,762)	(18,558)
Other comprehensive Income/ (Loss)	1,896	2,082	(93)	(23)
Total Comprehensive Income/ (Loss)	(12,328)	(15,683)	(14,855)	(18,581)
Earnings per equity share of the face value J 1 each (Amount in J)
Basic	(22)	(27)	(23)	(29)
Diluted	(22)	(27)	(23)	(29)

State of Affairs of the Company / Operational Highlights

Your Company continued expansion of its payments and financial services businesses during FY 2023-24. Our payments business is our acquisition engine which brings customers to our platform. We monetize these customers by cross selling various financial & marketing services.

As a result of the Reserve Bank of India (RBI) direction to Paytm Payments Bank Limited ("PPBL") our associate Company, on January 31, 2024, Paytm has become a Third-Party Application Provider ("TPAP") for the UPI channel, partnering with Axis Bank, HDFC Bank, State Bank of India and YES Bank. The Company has transitioned users of the @paytm handle to new bank handlesâ@pthdfc, @ptaxis, @ptsbi, or @ptyesâensuring seamless UPI payments. We have now partnered with various banks for existing and new UPI customers and merchants, card acquiring and Bank Identification Number sponsorship for card acceptance offering to merchants, nodal/escrow accounts for merchant fund settlement, FasTag distribution and BBPS. This will open up more long-term monetisation opportunities with the partner banks, given our strong customer and merchant engagement on the platform.

Key aspects of our Company''s consolidated performance during FY 2023-24 are as follows:

â¢ The Company achieved its first full year of operating profitability, with EBITDA before ESOP of H 559 Cr (including UPI Incentives), driven by 25% YoY revenue growth and expansion of contribution margin. With recent disruptions, there has been a steady state annualised EBITDA impact of around

H 500 Cr owing to discontinuation of PPBL offerings such as wallet and FasTag. Our average monthly transacting users for the quarter ended March 2024 were 9.6 Cr, up by 7% YoY from 9.0 Cr; driven by variety of use cases that we offer, as mobile payments adoption for consumers and merchants in India continues to grow.

â¢ Subscription services for payment devices, such as Soundbox and POS machines, is also witnessing strong adoption, with 1.07 Cr merchants paying us subscriptions as of March 2024, a significant increase from 68 lakhs as of March 2023.

â¢ Our loan distribution business, in partnership with our lending partners, continues to scale with loans amounting to H 52,390 Cr, a YoY growth of 48%.

â¢ Gross merchandise volume of payments facilitated through our platform for the year ended March 31, 2024 has grown 38% YoY to H 18.34 Lakh Cr from H 13.22 Lakh Cr for the year ended March 31, 2023.

The growth of UPI and other mobile payment methods presents a wealth of untapped opportunities. In March 2024, we received approval from National Payments Corporation of India (NPCI) to participate in UPI as a TPAP under multi-bank model. Our pioneering innovation, Paytm Soundbox, has been groundbreaking for our merchants. Our device has seen a rapid adoption across the country and played a vital role in empowering small and micro-businesses in India. It supports 11 languages including English and Regional Languages. In order to serve the diverse needs of our growing merchant base, we continue to launch innovative products, like Card Soundbox

(enabling merchants to accept mobile and card payments), Pocket Soundbox (a small cardsized device which easily fits in the pocket and is helpful for merchants on the go, including auto drivers, delivery agents, parking fee collectors etc.) and Music Soundbox (allowing merchants to listen to music over Bluetooth speaker, improving their engagement).

During this period, as disclosed on March 1, 2024, Paytm and PPBL undertook additional measures to pursue independent future plans and mutually agreed to discontinue various inter-company agreements with Paytm and its group entities. Also, the shareholders of PPBL have agreed to simplify the Shareholders Agreement to support PPBL''s governance. Further, PPBL has reconstituted its Board of Directors to be fully independent, with the appointment of various Independent Directors and a new Chairman. Paytm supports the direction of independent future plans for PPBL and has accordingly withdrawn its nominee from PPBL''s Board of Directors. Mr. Vijay Shekhar Sharma has also resigned from the Board of Directors of PPBL to enable this transition.

Dividend

As the Company does not have profits during the year under review, the Board does not recommend any dividend for FY 2023-24.

Further, pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company adopted the Dividend Distribution Policy and the same is available on the website of the Company at https://ir.paytm.com/policies-and-guidelines.

Transfer to Reserves

During the year under review, the details of amount transferred to other reserves (including ESOP Reserve), forms part of note no. 11(b) of the standalone financial statements and note no. 10(b) of the consolidated financial statements of the Company which forms part of the Annual Report.

Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments as on March 31, 2024, covered under Section 186 of the Companies Act, 2013 ("Act") are given in note nos. 5, 6 and 7 of the standalone financial statements and note nos. 5 and 6 of the consolidated financial statements, which forms part of the Annual Report.

Subsidiaries, Associates and Joint Ventures

In order to meet regulatory requirements (such as separate independent and regulated legal entities e.g. for stock broking or insurance broking, for payment aggregation, and also for our overseas marketing cloud business) and to support our business needs, including those from third party acquisitions integrated within the group over time, the Company has 29 subsidiaries, 10 associates and 3 joint ventures in India and abroad as on March 31, 2024. There was no change in the status of the said subsidiaries, associates & joint ventures during the year under review.

Paytm Payments Services Limited ("PPSL") is a material subsidiary of the Company, engaged in

the business of providing payment aggregator services and payment gateway services in accordance with RBI guidelines and to develop infrastructure including information technology, handling, facilitating, processing and settlement of transactions, customer grievances and dispute between various parties in accordance with Payments and Settlements Systems Act, 2007. The details of PPSL are set out in the Corporate Governance Report, which forms part of the Annual Report.

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://ir.paytm. com/policies-and-guidelines.

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, associate and joint venture in the prescribed Form AOC-1 is annexed as Annexure I to this report. The said statement also provides the details of the performance and financial position of each subsidiary, associate and joint venture.

Copies of the financial statements of the subsidiary companies are available on the website of the Company at https://ir.paytm. com/annual-reports.

Utilisation of Proceeds of Initial Public Offer ("IPOâ)

variation in the utilization of proceeds of IPO from the objects stated in the Prospectus dated November 11, 2021.

The Monitoring Agency Reports for such utilization were received by the Company from Axis Bank Limited, its Monitoring Agency on quarterly basis affirming no deviation or variation in utilization of the issue proceeds from the objects stated in Prospectus and are submitted to the Stock Exchanges. Details on actual utilization of the Net IPO proceeds are given in note no. 38 of the standalone financial statements and note no. 43 of the consolidated financial statements, which forms part of the Annual Report.

Employees Stock Option Schemes

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.

The Company has two Employees Stock Option Schemes viz. One 97 Employees Stock Option Scheme 2008 (âESOP 2008") and One 97 Employees Stock Option Scheme 2019 (âESOP 2019"). After the institution of ESOP 2019, which has been effective from September 30, 2019, no fresh options have been granted to employees under ESOP 2008.

Post IPO of equity shares of the Company, ESOP 2019 has been ratified confirmed and amended, as per the requirements of Regulation 12(1) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSEBI SBEB Regulations 2021"), by the Members of the Company through Postal Ballot on February 19, 2022.

A statement containing relevant disclosures pursuant to Regulation 14 of the SEBI SBEB Regulations 2021 is available on the website of the Company at www.paytm.com/ investor-relations/agm.

During the year under review, the Company has issued and allotted 1,625,556 (Sixteen Lakhs Twenty Five Thousand Five Hundred and Fifty Six) equity shares of H 1/- each to its employees pursuant to exercise of vested options by the eligible employees under ESOP 2008 and ESOP 2019. As on March 31, 2024, the issued, subscribed and paid-up capital of the Company stood at H 635,413,773/- (Sixty Three Crores Fifty Four Lakhs Thirteen Thousand Seven Hundred Seventy Three) comprising 635,413,773 equity shares of H 1/- each. The equity shares issued under the said Schemes rank pari-passu with the existing equity shares of the Company.

The Company has obtained a certificate from M/s. PI & Associates, Secretarial Auditors of the Company, (Firm Registration No.: P2014UP035400) confirming that ESOP 2008 and ESOP 2019 have been implemented in accordance with the SEBI SBEB Regulations 2021 and resolution(s) passed by the Members of the Company. The said certificates will be made available for inspection by the Members electronically during the 24^th Annual General Meeting ("AGM").

Transactions with Related Parties

The Company has adopted a Policy on Related Party Transactions ("RPT Policy") in compliance with Regulation 23 of the SEBI Listing

Regulations. During the year under review, the Board on the recommendations of the Audit Committee reviewed and amended the RPT Policy in its meeting held on July 21, 2023, to incorporate certain amendments in the SEBI Listing Regulations. The RPT Policy is available on the website of the Company at https://ir.pavtm. com/policies-and-guidelines. All the transactions with related parties entered into by the Company during FY 2023-24 were on an arm''s length basis and in the ordinary course of business & in the best interest of the Company. The Company had also engaged independent consultants, wherever necessary, to review and confirm that the transactions were undertaken on an arms'' length and at prevailing market rate. The said transactions were entered into by the Company with the prior approval of the Audit Committee.

During the year under review, the Company entered into material related party transactions with PPBL for which prior approval of the Audit Committee was obtained and the same was also approved by the Members of the Company, through Postal Ballot, on March 23,

2023. The particulars of material contracts/ arrangements with related parties in Form AOC-2 as required under Section 134(3)(h) of the Act, is annexed as Annexure II to this report.

In view of termination of various agreements by the Company with PPBL during March

2024, we do not expect the transactions with PPBL to be material related party transactions going forward.

For further details of related party transactions during FY 2023-24 please refer to note no. 25 of the standalone financial statements and note no. 26 of the consolidated financial statements which forms part of the Annual Report.

Directors and Key Managerial Personnel

Directors

As on March 31, 2024, the Board comprise of 7 (seven) Directors with an appropriate mix of Executive Directors, Non-Executive Non-Independent Director 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 the Annual Report.

Mr. Ravi Chandra Adusumalli (DIN : 00253613), Non-Executive Non-Independent Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

Subsequently, after closure of FY 2023-24 Mr. Rajeev Krishnamuralilal Agarwal (DIN: 07984221) was appointed as an additional Director in the capacity of Non-Executive Independent Director of the Company by the Board, at its meeting held on June 17, 2024 basis the recommendation of the Nomination and Remuneration Committee, subject to approval of the Members of the Company.

All Directors of the Company have confirmed that they meet all the requirements to act as a Director of the Company in accordance with the provisions of the Act and the SEBI Listing Regulations.

Mr. Vivek Kumar Mathur (DIN: 03581311), ceased to be an Alternate Director to Mr. Ravi Chandra Adusumalli w.e.f. June 30, 2023 as there was no requirement for an alternate director to Mr. Ravi Chandra Adusumalli.

Mr. Neeraj Arora (DIN: 07221836), NonExecutive Independent Director has tendered his resignation from the directorship of the Company w.e.f. June 17, 2024 due to his pre-occupation and other personal commitments. He has also confirmed that there are no material reasons for his resignation other than those mentioned.

The Board places on record its appreciation for the contribution made by Mr. Neeraj Arora and Mr. Vivek Kumar Mathur, during their tenure as Directors of the Company.

Key Managerial Personnel

The Board at its meeting held on July 21, 2023, has approved the appointment of Mr. Sunil Kumar Bansal (ICSI Membership No.: F4810) as the Company Secretary and Compliance Officer of the Company w.e.f. July 21, 2023. Consequent to the said appointment, Ms. Sonali Singh, Company Secretary (ICSI Membership No.: A26585) who was appointed as an Interim Compliance Officer of the Company w.e.f. March 15, 2023, ceased to be the Interim Compliance Officer of the Company w.e.f. July 21, 2023.

Pursuant to the provisions of Section 203 of the Act, Mr. Vijay Shekhar Sharma, Chairman, Managing Director and Chief Executive Officer, Mr. Madhur Deora, Executive Director, President and Group Chief Financial Officer and Mr. Sunil Kumar Bansal, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on March 31, 2024.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they continue to fulfill the criteria of independence in accordance with Sections 149, 150 read with Schedule IV of the Act and Regulation 16 and 25 of the SEBI Listing

Regulations. All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.

Further, in the opinion of the Board, the Independent Directors of the Company possess requisite expertise and experience including proficiency and hold high standards of integrity to discharge their duties with independent judgment.

Corporate Social Responsibility (âCSR")

In view of the losses incurred by the Company during the previous financial years, the Company was not required to contribute towards CSR activities during FY 2023-24. However, the Company had voluntarily undertaken certain initiatives during the year under review which were approved by the CSR Committee. A brief outline of the CSR policy of the Company and the activities undertaken during the year are set out in Annexure III to this report in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy as adopted by the Company is available on the website of the Company at https://ir.paytm.com/policies-and-guidelines.

For details regarding the composition and terms of reference of the CSR Committee, please refer to the Corporate Governance Report, which forms part of the Annual Report.

Board Meetings

The Board met 9 (nine) times during FY 202324. 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 the 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.

Board Committees

As on March 31, 2024, 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) Investment Committee

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

During the year under review, the IPO Committee and the Buy-back Committee were dissolved by the Board w.e.f. July 21, 2023.

Report on Corporate Governance

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, the Report on Corporate Governance of the Company, forms part of the Annual Report.

A certificate from the Chairman, Managing Director and Chief Executive Officer and the Executive Director, President and Group Chief Financial Officer of the Company in terms of Regulation 17 of the SEBI Listing Regulations, inter-alia, confirming the correctness of the

financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, also forms a part of the Annual Report.

Directors'' Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Act, it is confirmed 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 had 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 FY 2023-24 and of the loss of the Company for that period;

c) the Directors had 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 frauds and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Policy on Appointment and Remuneration

The Board has framed and adopted a Nomination, Remuneration and Board Diversity Policy ("NR Policy") in terms of Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations, for identification, selection and appointment of Directors, Key Managerial Personnel ("KMPs") and Senior Management Personnel ("SMPs") of the Company. The Policy lays down the process and parameters for the appointment and remuneration of the KMPs and other SMPs and the criteria for determining qualifications, highest level of personal and professional accomplishments, age, experience of industry and such other factors that the Committee might consider relevant and applicable from time to time towards. During the year under review, the NR Policy was amended to broaden the components of remuneration and also link it with individual''s performance and with the Company''s performance. The NR Policy is available on the website of the Company at https://ir.paytm.com/policies-and-guidelines.

Board Evaluation

results of evaluation of the Board and its various Committees were subsequently discussed at their respective meetings and the areas for improvement of the functioning of the Board and Committees were duly noted.

In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, the Chairman of the Board and the Board as a whole were also discussed.

Business Responsibility and Sustainability Report

In compliance with Regulation 34 of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the Business Responsibility and Sustainability Report of the Company for FY 2023-24 describing the various initiatives undertaken from an environment, social and governance perspective during FY 2023-24 forms part of the Annual Report.

The Company had voluntarily engaged TUV India Private Limited ("TUVI") to conduct independent external assurance of BRSR for FY 2023-24. The Independent Assurance Statement on Business Responsibility & Sustainability Reporting by TUVI, forms part of the Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for FY 2023-24 on Company''s performance, industry trends and other required details prepared in compliance with Regulation 34 of the SEBI Listing Regulations, forms part of the Annual Report.

Annual Return

The Annual Return of the Company in form MGT-7 as required under Section 92 and Section 134 of the Act read with rules made thereunder is available on the website of the Company at https://ir.paytm.com/agm.

Internal Auditors and Internal Financial Controls

The Company has appointed M/s Grant Thornton Bharat LLP (LLP Identification No.: AAA-7677) and M/s Protiviti India Member Private Limited (CIN: U93000HR2009PTC057389) as an

Independent Joint Internal Auditors under Section 138 of the Act for FY 2023-24. In addition, the Company has also established an in-house Internal Audit department to supervise Internal Audit function. The head of Internal Audit also reports directly to the Audit Committee.

The Board had approved the appointment of M/s PricewaterhouseCoopers Services LLP (LLP Identification No.: AAI-8885) as an Internal Auditor for FY 2024-25, basis recommendation of the Audit Committee.

Internal Audit function is governed by the Internal Audit Charter and Internal Audit Manual approved by the Audit Committee. Internal Audit scope, Internal Audits / reviews along with an update on remediation status are submitted and presented in the quarterly Audit Committee meeting.

Internal Financial Control and their adequacy

The Company has laid down adequate internal financial controls commensurate with the scale and size of the operations of the Company. The

Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, safeguarding assets of the Company, adhering to the management policies besides ensuring compliance.

Human Resource Management and Related Disclosures

Prevention of Sexual Harassment ("POSH") at Workplace

The Prevention of Sexual Harassment at Workplace ("POSH Policy") has been formed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), to prohibit, prevent or deter the commission of acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment. The Company has also constituted an Internal Complaints Committee ("ICC") as per the requirements under the POSH Act. All the existing employees and any new joiner undergoes a mandatory training on POSH every financial year.

The ICC ensures that all cases reported are resolved in a timely manner, in accordance with the POSH Act. We also conduct awareness

programs for employees on the POSH Policy. The Company organizes several virtual seminars on POSH to ensure awareness and training in accordance to the guidelines laid in the POSH Policy.

The POSH Policy is available on the website of the Company at https://ir.paytm.com/ policies-and-guidelines

A detailed disclosure on POSH has been provided in the Corporate Governance Report, which forms part of the Annual Report.

During FY 2023-24, no complaint was received. 1 complaint pending for closure from the previous year 2022-23 (which was reported in March 2023) was resolved & closed during FY 2023-24.

Particulars of Employees

Further, the information as per Rule 5(2) and Rule 5(3) of the above-mentioned Rules pertaining to the names of top ten employees and other particulars of employees is provided in a separate annexure. However, as per the provisions of Section 136(1) of the Act and the rules thereunder, the Annual Report and the financial statements, excluding the aforesaid annexure, are being sent to the Members, and other persons entitled thereto. Any Member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer at [email protected].

Risk Management

The Company has a robust Risk Management Framework to identify and evaluate business risks and opportunities. This framework includes appropriate policies and procedures that seek to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has risk scorecards and risk dashboards which help in identifying risks trend, exposure and potential impact analysis at a Company level and for business segments. The Company has identified various risks and also has mitigation / monitoring plans for each risk identified. The Risk Assessment and Management Policy is available on the website of the Company at https://ir.paytm. com/policies-and-guidelines.

The Company''s insurable assets like server, computer equipments, office equipments, furniture & fixtures etc. have been adequately insured against major risks. The Company has also taken Directors'' & Officers'' Liability Insurance Policy to protect the Company, Directors and Officers from unexpected exigencies. The Risk Management Committee of the Board has been constituted to periodically review the Risk Management framework and approve the necessary changes required therein.

Vigil Mechanism/ Whistle Blower Mechanism Policy

The Company has adopted a Vigil Mechanism/ Whistle Blower Mechanism Policy ("Policy") with protective clauses for the whistle blowers. The

Policy provides adequate safeguards against victimization of whistle blowers and provides direct access to the Chairman of the Audit Committee, in exceptional circumstances.

The Policy provides for a mechanism to report concerns about unethical behavior, 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 the Annual Report.

The Policy is available on the website of the Company at https://ir.paytm.com/ policies-and-guidelines.

Foreign Exchange Earnings and Outgo

The Foreign Exchange earnings and outgo during FY 2023-24, is as follows:

(Amounts in f Million)

Particulars	FY 2023-24	FY 2022-23
Foreign Exchange	534.82	308.98
Earnings
Foreign Exchange Outgo
Opex:	1,867.36	2,786.63
Capex:	204.46	1,264.30
Total	2,071.82	4,050.93

Auditors and Auditor''s Report

Statutory Auditors

M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration no. 101049W/ E300004), were appointed as the Statutory Auditors of the Company at the AGM held on September 12, 2023, for a term of 5 (five) consecutive years from the conclusion of 23^rd AGM till the conclusion of 28^th AGM 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, 2024, forms part of the 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.

Secretarial Auditors

M/s PI & Associates, Practicing Company Secretaries (Firm Registration No.: P2014UP035400), carried out the Secretarial Audit for FY 2023-24 in compliance with the Act, rules made thereunder, and the SEBI Listing Regulations, as Secretarial Auditors of the Company for FY 2023-24. The Secretarial Auditors'' Report is enclosed as Annexure V to this report.

In compliance with Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of PPSL, a material subsidiary of the Company for FY 2023-24 issued by M/s. PI & Associates, Practicing Company Secretaries is enclosed as Annexure VI to this report.

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

Conservation of Energy and Technology Absorption

Energy Conservation:

The Company''s operations are not energy intensive. However, the Company has implemented various energy conservation measures, such as adopting good practices in all major offices for energy conservation like

the use of LED lights, ban on one-time use plastic, energy-efficient appliances, sensor-based water faucets and sensor-based lighting systems in toilets.

The corporate office building of the Company is an Indian Green Building Council Platinum certified building and is primarily focused on developing sustainable sites, increased water and energy efficiency, reduced waste and emissions, use of eco-friendly building materials, and improving indoor environmental quality more efficiently than conventional designs like energy-efficient windows, LED lighting, energy-efficient appliances, geothermal heat pumps, and energy efficient insulation.

Further, in most of our facilities, VRV/VRF air-conditioned systems are installed that are second generation energy efficient products. We have also installed VAV controllers in all meeting rooms & floors to maintain the required cooling as per floor occupancy, which ultimately reduces the overall load of the air handling unit and chiller. Heat resistant facade glasses have been installed all across the building that restricts the heat & maintains the temperature on the floor, which also facilitates the natural light throughout the day. All electrical appliances that we are sourcing for the office are 5* (star) rated for higher energy efficiency. We have a BMS (Building Management System) for controlling and monitoring energy conservation.

The other conservation measures undertaken by the Company during FY 2023-24 are mentioned in the Business Responsibility and Sustainability Report, which forms part of the Annual Report.

Update on Technology Absorption

We expanded our hugely successful Paytm Soundbox and have invested heavily in our

Made-in-India loT devices. This year, we launched Pocket Soundbox, Music Soundbox and Card Soundbox enabled with 4G technology, completely designed and made in India to benefit and cater every segment of the merchants.

Our latest innovation Card Soundbox has become India''s first Soundbox with card payments, which will empower merchants to accept both mobile and card payments across all Visa, Mastercard, Amex and RuPay networks. It accepts payments with a simple ''Tap & Pay'' and by scanning the QR. It is expanding payment acceptance for merchants by combining Soundbox with NFC or contactless debit and credit card payments with mobile payments.

This year, we prioritized technology development to enhance our development processes and deliver exceptional customer experiences. We integrated Generative AI tools like CoPilot to empower our developers. This resulted in increased productivity and faster development cycles.

In a continuous effort to revolutionise the mobile payment landscape by building in India and for India, some of the other major innovations by us in the year 2023 include Paytm AI Router, bond investing on Paytm Money, Split-bill feature, and pin favourite contact feature. Our R&D design and software capabilities are amongst the best in the world. We are constantly building various GenAI and big data features that enhance payment trust when consumers or merchants use Paytm. Acknowledging the importance of GenAI in today''s era, we are taking steps to leverage its full benefit.

The details of our expenses linked to strengthening and expanding our technology platform are provided in the notes of our

standalone financial statements, which form a part of the Annual Report.

The other details of our technology-led innovation are mentioned in the Management Discussion and Analysis Report, which forms part of the Annual Report.

The details on benefits and savings from our technology are mentioned in the Business Responsibility and Sustainability Report, which forms part of the Annual Report.

Awards and Recognitions

During FY 2023-24, the Company received multiple awards and recognition. Details in respect of such awards and recognition received by the Company are available on the website of the Company at https://ir.paytm.com/awards.

Secretarial Standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act.

Other Statutory Disclosures

No disclosure or reporting is made with respect to the following items, as there were no transactions during FY 2023-24:

â¢ The issue of equity shares with differential rights as to dividend, voting or otherwise;

â¢ Issue of equity shares (including sweat equity shares) to employees of the Company under any scheme except Employees'' Stock Options Schemes referred to in this Report;

â¢ In terms of the provisions of Section 73 of the Act read with the relevant Rules of the Act, the Company had no opening or closing balances

and also has not accepted any deposits during the financial year under review and as such, no amount of principal or interest was outstanding as on March 31, 2024;

â¢ No fraud under Section 143 (12) of the Act has been reported by the Auditors to the Audit Committee or the Board or Central Government;

â¢ The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;

â¢ There was no change in the nature of business;

â¢ There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report;

â¢ There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

â¢ There was no instance of one-time settlement with any Bank or Financial Institution;

â¢ Executive Directors of the Company have not received any remuneration or commission from any of its subsidiaries;

â¢ There was no revision in the

financial statements;

â¢ There are no significant or material orders were passed by the regulators or courts or tribunals which impact the going

concern status of the Company and its operations in future;

â¢ The Company is not required to maintain cost records under Section 148 of the Act; and

â¢ The Company has not made any downstream investments during the year under review and a certificate from the Statutory Auditors has been obtained in this regard;

â¢ There was no instance wherein the Company failed to implement any corporate action within the statutory time limit; and

â¢ The Company has not made any political party contribution under Section 182 of the Act.

Cautionary Statement

Statements in this Report describing the Company''s objectives, expectations or predictions may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement(s).

Acknowledgement

The Board is grateful for the continued support provided by our valued customers, investors, government, regulatory authorities and other stakeholders. The Board appreciates the hard work and exemplary dedication of the employees of our Company for showing remarkable teamwork during FY 2023-24.

For and on behalf of the Board One 97 Communications Limited

Vijay Shekhar Sharma

Date: June 17, 2024 Chairman, Managing Director and Chief Executive Officer

Place: Noida DIN: 00466521

Mar 31, 2023

The Board of Directors ("Board") hereby submits the 23^rd Annual Report on the business and operations of One 97 Communications Limited ("Company" or "Our" or "We" or "Paytm") together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023 ("FY 2022-23"). Wherever required, the consolidated performance of the Company and its subsidiary(ies) has also been provided.

Financial Performance

The standalone and consolidated financial highlights of the Company''s operations are summarized below:

(Amounts in f Million, except earnings per share)
	Consolidated		Standalone
Particulars	Year ended		Year ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from operations	79,903	49,742	60,277	38,924
Other income	4,097	2,901	3,994	2,830
Total income	84,000	52,643	64,271	41,754
Total expenses	101,304	76,011	82,199	64,561
Loss before share of profit / (loss) of associates / joint ventures, exceptional items and tax	(17,304)	(23,368)	(17,928)	(22,807)
Share of profit/ (loss) of associates / joint ventures	(125)	(459)	-	-
Loss before exceptional items and tax	(17,429)	(23,827)	(17,928)	(22,807)
Exceptional items	-	(24)	(630)	(441)
Loss before tax	(17,429)	(23,851)	(18,558)	(23,248)
Income Tax expense	336	113	-	3
Loss for the year	(17,765)	(23,964)	(18,558)	(23,251)
Other comprehensive Income/ (Loss)	2,082	9,549	(23)	(18)
Total Comprehensive Income/ (Loss)	(15,683)	(14,415)	(18,581)	(23,269)
Earnings per equity share of the face value f 1 each (Amount in f) Basic	(27)	(38)	(29)	(37)
Diluted	(27)	(38)	(29)	(37)

State of the Affairs of the Company / Operational Highlights

Your Company achieved rapid growth across its payments and financial services businesses during FY 2022-23 and we are excited by the continued long-term potential for revenue growth and profitability.

Our payments business is our acquisition engine which brings customers to our platform. We monetize these customers by cross selling various financial & commerce services. In India, the penetration of consumer credit, especially products like personal loans, merchant loans, and small ticket consumption credit (Postpaid and Credit Card) remains low, providing us with ample opportunity for leveraging our platform by working with lending partners in distributing such products. Device subscriptions offer an attractive cross-sell opportunity for merchant lending, while postpaid customers are an upsell opportunity to personal loans and credit cards. We have partnered with large NBFCs, and Banks and we continue to focus on the quality of loans distributed through our platform.

Key aspects of our Company''s consolidated performance during FY 2022-23 are as follows:

â¢ The Company achieved operating profitability, i.e., EBITDA before ESOP break even, in the second half of FY 2022-23, well ahead of guidance of September 2023 quarter shared in our CEO''s letter dated April 2022.

â¢ Our average monthly transacting users for the quarter ended March 2023 were 90 million, up by 27% YoY from 71 million for the quarter ended March 2022; driven by our variety of use cases on offer, as mobile payments adoption for consumers and merchants in India continues to grow.

â¢ Subscription services for payment devices, such as Soundbox and POS machines, is also witnessing strong adoption, with 6.8 million merchants paying us subscriptions as of March 2023, more than doubling from 2.9 million as of March 2022.

â¢ Our loan distribution business, in partnership with our lending partners, continues to scale with loans amounting to H 35,378 Cr, a YoY growth of 364%.

â¢ Gross merchandise volume of payments facilitated through our platform for FY 202223 has grown 55% YoY to 13.20 Lakh Crore from 8.50 Lakh Crore in FY 2021-22.

The growth of UPI and other mobile payment methods presents a wealth of untapped opportunities. We are prepared to capitalize on these opportunities by bringing innovative products to our customers. Since the launch of our UPI Lite platform in February 2023, we have already on boarded 5.50 million customers. National Payments Corporation of India''s wallet interoperability guidelines will allow full KYC Paytm Wallet to be universally acceptable on all UPI QRs and online merchants.

Our pioneering innovation, Paytm Soundbox, has been groundbreaking for our merchants. Our device has seen a rapid adoption across the country and played a vital role in empowering small and micro-businesses in India. It supports 11 languages including English and Regional Languages. With Paytm Soundbox, we provide flexibility and convenience to our merchants with support for multiple payment methods such as Paytm Wallet, Postpaid, Paytm UPI and other BHIM UPI apps, net banking & cards.

During the year under review, we also launched a 4G-enabled Soundbox 3.0, a first-of-its-kind device that offers the fastest real-time payment

alerts, along with best-in-industry battery backup of 7 days.

We have also pioneered the Paytm Dynamic QR that empowers merchants to accept contactless and error-free payments from customers using the Paytm App as well as any other UPI app. While Static QR or the physical code that is kept on the shop counter requires customers to fill the amount to be paid, Dynamic QR helps generate a code with the transaction value, giving the merchant full control on the payment. A merchant can generate the dynamic QR code on their POS devices or smartphones for a specific order which helps them keep a record of every individual transaction including the order ID, specific goods sold among other details. This has helped make transactions transparent and error-free.

We have also made significant improvements on the technology front with the launch of our new technology platform in March 2023. The new platform is a full stack 100% indigenous development. This cutting-edge platform will enhance customer experience through better success rate, speed and security. The new platform makes us future ready with regards to volumes as it is capable of carrying out 10 times more transactions than our current scale. We have built new operational risk and fraud management systems which are equipped to cater to India''s payment growth. With this platform, Paytm is well placed to handle fast growing digital payments opportunities in the country.

While our loan distribution business has scaled significantly in the last few quarters, our penetration level for each product remains low,

and gives us a long growth runway ahead. As of quarter ended March 31, 2023:

â¢ Postpaid penetration is at 4.30% of average MTU.

â¢ Personal loans penetration is at 0.90% of average MTU.

â¢ Merchant loans penetration is at 5.90% of total devices deployed.

Our collections efforts continue to deliver good performance, with indicative portfolio performance across loan products holding up well. We continue to seek growth & upsell opportunities as low penetration supports future growth potential, while working with our lending partners to maintain healthy credit quality.

Dividend

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company adopted the Dividend Distribution Policy setting out the broad principles for guiding the Board and the management in matters relating to declaration and distribution of dividend, and the same is available on the website of the Company at https://ir.paytm. com/policies-and-guidelines

As the Company does not have profits for FY 2022-23 hence, the Board does not recommend any dividend for FY 2022-23.

Transfer to Reserves

During the year under review, the details of amount transferred to other reserves (including ESOP Reserve), forms part of note no. 11(b) of the standalone financial statements and note no.

10(b) of the consolidated financial statements of the Company which forms part of the Annual Report.

Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments as on March 31, 2023 covered under Section 186 of the Companies Act, 2013 ("Act") are given in note nos. 5, 6 and 7 of the standalone financial statements and note nos. 5 and 6 of the consolidated financial statements which forms part of the Annual Report.

Subsidiaries, Associates and Joint Ventures

In order to meet regulatory requirements (such as separate independent legal entities e.g. for a payments bank, for payment aggregation, and also for our overseas marketing cloud business), and to support our business needs, including those from 3rd party acquisitions integrated within the group over time, the Company has 29 subsidiaries, 10 associates and 3 joint ventures in India and abroad as on March 31, 2023. There was no change in the status of the said subsidiaries, associates & joint ventures during the year under review.

Paytm Payments Services Limited ("PPSL") is the material subsidiary of the Company, engaged in the business of providing payment aggregator services and payment gateway services in accordance with Reserve Bank of India guidelines and to develop infrastructure including information technology, handling, facilitating, processing and settlement of transactions, customer grievances and disputes between various parties in accordance with Payments and Settlements Systems Act, 2007. The details of PPSL are set out in the Corporate Governance Report which forms part of the Annual Report.

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, associate and joint venture in the prescribed form AOC-1 is annexed as Annexure I to this report. The said statement also provides the details of the performance and financial position of each subsidiary, associate and joint venture.

Copies of the financial statements of the subsidiary companies are available on the Company''s website at https://ir.paytm.com/ annual-reports.

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://ir.paytm. com/policies-and-guidelines.

Utilisation of Proceeds of Initial Public Offer ("IPO")

Pursuant to Regulation 32 of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the Company confirms that during FY 2022-23, there was no deviation or variation in the utilization of proceeds of the IPO from the objects stated in the Prospectus dated November 11, 2021.

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. 39 of the standalone financial

statements and note no. 43 of the consolidated financial statements which forms part of the Annual Report.

Material Event

Buy-back of Equity Shares

During the year under review, the Company successfully completed the Buy-back of its equity shares having face value of ? 1 (Rupee One Only) each in accordance with the provisions of the Act, the SEBI ("Buy-back of Securities) Regulations, 2018 ("SEBI Buy-back Regulations") and the SEBI Listing Regulations read with the Articles of Association of the Company, pursuant to which an aggregate of 1,55,66,746 (One Crore Fifty-Five Lakh Sixty-Six Thousand Seven Hundred and Forty-Six Only) equity shares were bought back by the Company utilizing a total amount of ? 849,83,39,982 (Rupees Eight Hundred Forty-Nine Crores Eighty-Three Lakhs Thirty-Nine Thousand Nine Hundred and Eighty-Two Only) (excluding the transaction costs), which represents approximately 99.98% of the Maximum Buy- back Size. The equity shares were bought back at a volume weighted average price of ? 545.93 (Rupees Five Hundred Forty-Five and Ninety-Three Paise Only) per equity share, excluding the transaction costs.

In accordance with Section 69 of the Act, as at March 31, 2023, the Company has created the capital redemption reserve of H 16 million equal to the nominal value of the equity shares bought back as an appropriation from free reserves or security premium.

Please refer to note no. 40 of standalone financial statements of the Company, which forms part of the Annual Report, fully reflecting the impact of the said buy-back announced and completed during the year under review.

Employees Stock Option Schemes

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.

The Company has two Employees Stock Option Schemes viz. One 97 Employees Stock Option Scheme 2008 ("ESOP 2008") and One 97 Employees Stock Option Scheme 2019 ("ESOP 2019"). After the institution of ESOP 2019 which has been effective from September 30, 2019, no fresh options have been granted to employees under ESOP 2008.

Post IPO of equity shares of the Company, ESOP 2019 has been ratified, confirmed and amended, as perthe requirements of 12(1) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations 2021"), by the Members of the Company through Postal Ballot on February 19, 2022.

A statement containing relevant disclosures pursuant to Regulation 14 of the SEBI SBEB Regulations 2021 is available on the website of the Company at https://ir.paytm.com/agm.

During the year under review, the Company issued and allotted 793,549 (Seven Lakhs Ninety Three Thousand Five Hundred Forty Nine) equity shares to its employees pursuant to exercise of vested options by the eligible employees under ESOP 2008 and ESOP 2019. As on March 31, 2023, the issued, subscribed and paid-up capital of the Company stood at ? 633,788,217/- comprising 633,788,217 (Sixty Three Crores Thirty Seven Lakhs Eighty Eight Thousand Two Hundred Seventeen) equity shares of ? 1/- each. The equity shares issued

under the said Schemes rank pari-passu with the existing equity shares of the Company.

The Company has obtained certificate from M/s. PI & Associates, Secretarial Auditors of the Company confirming that ESOP 2008 and ESOP 2019 have been implemented in accordance with the SEBI SBEB Regulations 2021 and resolution(s) passed by the Members of the Company.

Transactions With Related Parties

The Company has adopted a Policy on Related Party Transactions in compliance with Regulation 23 of the SEBI Listing Regulations, which is available on the website of the Company at https://ir.paytm.com/policies-and-guidelines. All the transactions with related parties entered into by the Company during FY 2022-23 were on an arm''s length basis and in the ordinary course of business & in the best interest of the Company. The said transactions were entered into by the Company with the prior approval of the Audit Committee.

During the year under review, the Company had entered into a material transaction with Paytm Payments Bank Limited ("PPBL") for which prior approval of the Audit Committee and Members of the Company were obtained. The particulars of material contracts/arrangements with related parties in Form AOC-2 as required under Section 134 (3)(h) of the Act, is annexed as Annexure II to this report.

For further details of related party transactions during the year, please refer to note no. 25 of the standalone financial statements and note no. 26 of the consolidated financial statements which forms part of the Annual Report.

Directors and Key Managerial Personnel

Directors

As on March 31, 2023, the Board comprised of 7 (seven) Directors with an appropriate mix of Executive Directors, Non-Executive NonIndependent 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 the Annual Report.

In compliance with the provisions of Section 196, 203 and Schedule V of the Act, Mr. Vijay Shekhar Sharma (DIN: 00466521) was reappointed as Managing Director designated as ''Managing Director and Chief Executive Officer'' of the Company for a term of 5 (five) years, with effect from December 19, 2022 and Mr. Madhur Deora (DIN: 07720350) was appointed as Whole Time Director designated as ''Executive Director, President and Group Chief Financial Officer'' of the Company for a term of 5 (five) years, with effect from May 20, 2022. Their reappointment and appointment were approved by the Members of the Company at the 22^nd Annual General Meeting ("AGM") held on August 19, 2022.

Mr. Gopalasamudram Srinivasaraghavan Sundararajan (DIN: 00361030) has been appointed as a Non-Executive Independent Director of the Company for a term of 5 (five) years with effect from August 29, 2022. His appointment was subsequently approved by the Members of the Company through a postal ballot on November 20, 2022. He is not liable to retire by rotation.

Mr. Mark Schwartz (DIN: 07634689) completed his tenure as a Non-Executive Independent Director of the Company on August 30, 2022. The Board places on record its appreciation for the contribution made by Mr. Schwartz during his tenure as a Director on the Board of the Company.

Mr. Douglas Feagin (DIN: 07868696) resigned from the position of Non-Executive NonIndependent Director of the Company with effect from February 02,2023. The Board places on record its appreciation for the contribution made by Mr. Feagin during his tenure as a Director on the Board of the Company.

Subsequently, after closure of FY 2022-23, Mr. Vivek Kumar Mathur (DIN: 03581311), Alternate Director to Mr. Ravi Chandra Adusumalli (DIN: 00253613), Non-Executive Non-Independent Director of the Company, has resigned with effect from June 30,2023 as there was no requirement for an alternate director to Mr. Adusumalli.

Mr. Madhur Deora, Executive Director, President and Group Chief Financial Officer, retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM.

None of the Directors of the Company is disqualified to act as a Director as per the requirements of Section 164 of the Act.

Key Managerial Personnel

Mr. Amit Khera (ICSI Membership No.: A10827) resigned from the position of the Company Secretary and Compliance Officer of the Company with effect from March 14, 2023.

Ms.SonaliSingh (ICSI Membership No.: A26585), was appointed as an Interim Compliance Officer of the Company with effect from March 15, 2023.

Subsequently, after closure of FY 2022-23, the Board at its meeting held on July 21, 2023, has approved the appointment of Mr. Sunil Kumar Bansal (ICSI Membership No.: F4810) as the Company Secretary and Compliance Officer of the Company with effect from July 21, 2023. Consequent to the said appointment, Ms. Sonali Singh ceased to be the Interim Compliance Officer of the Company with effect from July 21, 2023.

Pursuant to the provisions of Section 203 of the Act, Mr. Vijay Shekhar Sharma, Chairman, Managing Director and Chief Executive Officer and Mr. Madhur Deora, Executive Director, President and Group Chief Financial Officer are the Key Managerial Personnel of the Company as on March 31, 2023.

Declaration by 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 Section 149,150 read with Schedule IV of the Act and Regulation 16 and 25 of the SEBI Listing Regulations. All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.

Further, 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.

Corporate Social Responsibility ("CSR")

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 2022-23. However, the Company had voluntarily undertaken certain

Mr. Madhur Deora, Executive Director, President and Group Chief Financial Officer, retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM.

None of the Directors of the Company is disqualified to act as a Director as per the requirements of Section 164 of the Act.

Key Managerial Personnel

Mr. Amit Khera (ICSI Membership No.: A10827) resigned from the position of the Company Secretary and Compliance Officer of the Company with effect from March 14, 2023.

Ms.SonaliSingh (ICSI Membership No.: A26585), was appointed as an Interim Compliance Officer of the Company with effect from March 15, 2023.

Declaration by 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 Section 149,150 read with Schedule IV of the Act and Regulation 16 and 25 of the SEBI Listing Regulations. All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.

Further, 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.

Corporate Social Responsibility ("CSR")

initiatives during the year under review which were approved by the CSR Committee. A brief outline of the CSR policy of the Company and the activities undertaken during the year are set out in Annexure III to this Report in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy as adopted by the Company is available on the website of the Company at https://ir.paytm.com/policies-and-guidelines

For details regarding the composition and terms of reference of the CSR Committee, please refer to the Corporate Governance Report, which forms part of the Annual Report.

Board Meetings

The Board met 7 (seven) times during FY 202223. 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 the 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.

Board Committees

As on March 31, 2023, 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) Investment Committee

(vii) IPO Committee

(viii) Buy-back Committee

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

After the closure of FY 2022-23, the IPO Committee and the Buy-back Committee have been dissolved by the Board with effect from July 21, 2023.

Report on Corporate Governance

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, the Report on Corporate Governance of the Company, interalia, covering composition, detailsof meetings of the Board and Committees, together with a certificate from M/s. PI & Associates, Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance, forms part of the Annual Report.

A certificate from the Managing Director & CEO and the Executive Director, President & Group Chief Financial Officer of the Company in terms of Regulation 17 of the SEBI Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, also forms a part of the Annual Report.

Directors'' Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Act, it is confirmed 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 had 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 FY 2022-23 and of the loss of the Company for that period;

c) the Directors had 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 frauds and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Policy on Appointment and Remuneration

The Board has framed and adopted a Nomination and Remuneration Policy 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 of the Company. The policy lays down the principles related to the appointment, cessation and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Policy is available on the website of the Company at https://ir.paytm.com/policies-and-guidelines.

Board Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, an evaluation process was carried out to evaluate performance of the Board and its Committees, the Chairman of the Board and all Directors, including Independent Directors. The questionnaire for this evaluation was developed based on improvement areas identified last year by the Nomination and Remuneration Committee. The results of evaluation of the Board and its various Committees were subsequently discussed at their respective meetings and the areas for improvement of the functioning of the Board and Committees were duly noted.

Business Responsibility and Sustainability Report

In compliance with Regulation 34 of the SEBI Listing Regulations read with SEBI MasterCircular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the Business Responsibility and Sustainability Report of the Company for FY 2022-23 describing the various initiatives undertaken from an environment, social and governance perspective during FY 2022-23 forms part of the Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for FY 2022-23 on Company''s performance, industry trends and other required details prepared in compliance with Regulation 34 of the SEBI Listing Regulations, forms part of the Annual Report.

Extract of Annual Return

The Annual Return of the Company in form MGT-7 as required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies

(Management and Administration) Rules, 2014 is available on the website of the Company at https://ir.paytm.com/agm.

Internal Auditors and Internal Financial Controls

The Company has appointed ''M/s. Grant Thornton Bharat LLP'' (LLP Identification No.: AAA-7677) and ''M/s. Protiviti

India Member Private Limited'' (CIN: U93000HR2009PTC057389) as Independent Joint Internal Auditors under Section 138 of the Act for FY 2022-23. The Internal Audit Head of the Company supervises the Internal Audit function and reports directly to the Audit Committee.

Internal Audit function is governed by the Internal Audit Charter, Internal Audit scope and Internal Audits / reviews outcome are submitted and presented in the Audit Committee meetings every quarter.

The Company has laid down adequate internal financial controls commensurate with the scale and size of the operation of the Company. The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, safeguarding of assets of the Company, adhering to the management policies besides ensuring compliance.

Human Resource Management and Related Disclosures

Prevention of Sexual Harassment at Workplace

The Prevention of Sexual Harassment ("POSH") at Workplace Policy has been formed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), to prohibit, prevent or deter the commission of acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment. The Company has also constituted an Internal Complaints Committee ("ICC") as per the requirements under the POSH Act. The ICC ensures that all cases reported are resolved in a timely manner, in accordance with the POSH Act. We also conduct awareness programs for employees on the policy. The Company also make sure to organize several virtual seminars on POSH to everyone cognizant of the guidelines laid in the policy. The detailed disclosure is given in the Corporate Governance Report, which forms part of the Annual Report.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which is available on the website of the Company at https://ir.paytm.com/policies-and-guidelines.

During FY 2022-23, number of cases reported were as follows:

Number of complaints filed during FY 2022-23

Number of complaints disposed off during FY 2022-23

Number of complaints pending as on end of FY 2022-23

1**

* Out of the 4 disposed cases, 1 case was withdrawn by the complainant.

** The complaint has been closed after March 31, 2023

Particulars of Employees

The statement containing disclosure of remuneration under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is given in Annexure IV forming a part of this Report. The information as per Rule 5(2) and Rule 5(3) of the above-mentioned Rules pertaining to the names of top ten employees and other particulars of employees is provided in a separate annexure. However, as per the provisions of Section 136(1) of the Act and the Rules thereunder, the Annual Report and the financial statements, excluding the aforesaid annexure, are being sent to the Members, and other persons entitled thereto. Any Member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer at compliance.officer@ paytm.com.

Risk Management

for each risk identified. The Risk Assessment and Management Policy is available on the website of the Company at https://ir.paytm. com/policies-and-guidelines.

The Company''s insurable assets like server, computer equipment, office equipment, furniture & fixtures etc. have been adequately insured against major risks. The Company has also taken appropriate Directors'' & Officers'' Liability Insurance Policy to protect the Company, Directors and Officers from unexpected exigencies. The Risk Management Committee of the Board has been constituted to periodically review the Risk Management Framework and approve the necessary changes required therein.

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy / Vigil Mechanism with protective clauses for the whistleblowers. The Policy provides adequate safeguards against victimisation 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 Corporate Governance Report, which forms part of the Annual Report.

The policy is available on the website of the Company at https://ir.paytm.com/policies-and-guidelines.

Foreign Exchange Earnings and Outgo

The Foreign Exchange earnings and outgo by the Company during FY 2022-23, under review is as follows:

(Amounts in f Million)
Particulars	FY 2022-23	FY 2021-22
Foreign Exchange Earnings	308.98	416.75
Foreign Exchange Outgo	4,050.93	5,149.44

Auditors and Auditor''s Report

Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP, (Firm Registration No. 012754N/N500016), were appointed as the Statutory Auditors of the Company at the AGM held on September 28, 2018, for a term of 5 (five) consecutive years from the conclusion of 18^th AGM till the conclusion of 23^rd AGM 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, 2023, forms part of this Annual Report. There have been no qualification, reservation, adverse remarks or disclaimer given by the Statutory Auditors in their Report which calls for any explanation.

In view of the requirement of rotation of the Statutory Auditors in accordance with the requirements of Section 139 of the Act and on the basis of recommendation of the Audit Committee, the Board has recommended the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration no. 101049W/ E300004) as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of 23^rd AGM till the conclusion of 28^th AGM of the Company. M/s. S.R. Batliboi

& Associates LLP have submitted a certificate, as required under Section 139(1) of the Act confirming that they meet the criteria provided in Section 141 of the Act. Their appointment is subject to the approval of the Members of the Company at the ensuing AGM.

A resolution seeking their appointment forms part of the Notice convening the 23^rd AGM and the same is recommended for consideration and approval of the Members of the Company.

Secretarial Auditors

M/s. PI & Associates, firm of Practicing Company Secretaries (Firm Registration No.: P2014UP035400), carried out the Secretarial Audit for FY 2022-23 in compliance with the Act and the Rules made thereunder, the SEBI Listing Regulations, as Secretarial Auditors of the Company for FY 2022-23. The Secretarial Auditors'' Report is enclosed as Annexure V to this report.

In compliance with Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of PPSL, a material subsidiary of the Company for FY 2022-23 issued by M/s. PI & Associates, Practicing Company Secretaries is enclosed as Annexure VI to this report.

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

Conservation of Energy And Technology Absorption

efficient appliances, sensor-based water faucets and sensor-based lighting systems in toilets. The corporate office building of the Company is an Indian Green Building Council Platinum certified building and is primarily focused on developing sustainable sites, increased water and energy efficiency, reduced waste and emissions, use of eco-friendly building materials, and improving indoor environmental quality more efficiently than conventional designs like energy-efficient windows, LED lighting, energy-efficient appliances, geothermal heat pumps, energy-efficient insulation etc.

In most of our facilities, VRV/VRF air-conditioned systems are installed that are second generation energy efficient products. We have also installed VAV controllers in all meeting rooms & floors to maintain the required cooling as per floor occupancy, which ultimately reduces the overall load of the air handling unit and chiller. Heat resistant facade glasses have been installed all across the building that restricts the heat & maintains the temperature on the floor, which also facilitates the natural light throughout the day. All electrical appliances that we are sourcing for the office are 5* (star) rated for higher energy efficiency. We have a BMS building management system for controlling and monitoring energy conservation.

The otherconservation measures undertaken by the Company during FY 2022-23 are mentioned in the Business Responsibility and Sustainability Report, which forms part of the Annual Report.

Update on Technology Absorption

Paytm has been at the forefront of India''s digital revolutions with its technology-led innovations that have empowered users with a ''Made in India'' payments platform.

During FY 2022-23, we launched our new technology platform that is built with 100% indigenous developed technology. With this, we have taken another step towards ''Atmanirbhar Bharat'' to promote digital payments in the country. This platform aims to significantly enhance consumer experience through a much better success rate, speed and security. The massive upgrade of our payment''s platform through an indigenous full-stack development will further boost digital payments in the country.

The platform has been revamped, ensuring that the previous technology platform is upgraded with new-age tech solutions that are locally built and supported in-house. With a world-class platform that can handle 10X of the current scale, we have set a gold standard for fintech''s, aimed at handling fast growing digital payments opportunities in the country. We have been investing heavily in India''s mission of building a trillion-dollar digital economy.

The details on our expenses linked to strengthening and expanding our technology powered payments platform, are provided in note no. 4 of the standalone financial statements, which forms part of Annual Report.

The other details of our technology-led innovation are mentioned in the Management Discussion and Analysis Report, which forms part of the Annual Report.

The details on benefits and savings from our technology are mentioned in the Business Responsibility and Sustainability Report, which forms part of the Annual Report.

Awards and Recognitions

During FY 2022-23, the Company received multiple awards and recognition. Details in respect of such awards and recognition received by the Company are available on the website of the Company at https://ir.paytm.com/awards.

Secretarial Standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act.

Other Statutory Disclosures

No disclosure or reporting is made with respect to the following items, as there were no transactions during FY 2022-23:

â¢ The issue of equity shares with differential rights as to dividend, voting or otherwise;

â¢ Issue of equity shares (including sweat equity shares) to employees of the Company under any scheme except Employees'' Stock Options Schemes referred to in this Report;

â¢ In terms of the provisions of Section 73 of the Act read with the relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any deposits during the financial year under review and as such, no amount of principal or interest was outstanding as on March 31, 2023;

â¢ No fraud under Section 143 (12) of the Act has been reported by the Auditors to the Audit Committee or the Board or Central Government;

â¢ The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;

â¢ There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

â¢ There was no instance of one-time settlement with any Bank or Financial Institution;

â¢ Executive Directors of the Company have not received any remuneration or commission from any of its subsidiaries;

â¢ There was no revision in the financial statements;

â¢ There was no change in the nature of business;

â¢ There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report;

â¢ There are no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status of the Company and its operations in future;

â¢ The Company is not required to maintain cost records under Section 148 of the Act; and

â¢ The Company has not made any downstream investments during the year under review and hence a certificate under FEMA is not required.

â¢ There was no instance wherein the Company failed to implement any corporate action within the statutory time limit.

Cautionary Statement

Statements in this Annual Report describing the Company''s objectives, expectations or predictions may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

Acknowledgement

The Board is grateful for the continued support provided by our valued customers, investors, government, regulatory authorities and other stakeholders. The Board appreciates the hard work and exemplary dedication of the employees of our Company for showing remarkable teamwork during FY 2022-23.

For and on behalf of the Board One 97 Communications Limited

Vijay Shekhar Sharma

Date: July 21, 2023 Chairman, Managing Director and Chief Executive Officer

Place: New Delhi DIN: 00466521

Mar 31, 2022

The Board of Directors ("Board") are pleased to present the Twenty Second (22^nd) Annual Report on the business and operations of One 97 Communications Limited ("Company" or "Paytm") together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2022.

COMPANY PERFORMANCE AND STATE OF AFFAIRS Financial Performance

Key highlights of the financial results of the Company prepared as per the Indian Accounting Standards for the financial year ended March 31, 2022 are as under:

(Amounts in f Million, except Earning Per Share)

	Consolidated		Standalone
Particulars	Year ended		Year ended
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Revenue from operations	49,742	28,024	38,924	26,671
Other income	2,901	3,844	2,830	3,749
Total income	52,643	31,868	41,754	30,420
Total expenses	76,011	47,830	64,561	45,369
Loss before share of profit / (loss) of associates / joint ventures, exceptional items and tax	(23,368)	(15,962)	(22,807)	(14,949)
Share of profit/ (loss) of associates / joint ventures	(459)	(740)	-	-
Loss before exceptional items and tax	(23,827)	(16,702)	(22,807)	(14,949)
Exceptional items	(24)	(281)	(441)	(650)
Loss before tax	(23,851)	(16,983)	(23,248)	(15,599)
Income Tax expense	113	27	3	2
Loss for the year	(23,964)	(17,010)	(23,251)	(15,601)
Other comprehensive income/ (loss)	9,549	(30)	(18)	(15)
Total Comprehensive Income/ (Loss) for the year	(14,415)	(17,040)	(23,269)	(15,616)
Earnings per share (Amount in f)
Basic	(38)	(28)	(37)	(26)
Diluted	(38)	(28)	(37)	(26)

State of Company''s Affairs

The Company serves as a digital ecosystem for consumers and merchants. The Company offers a digital payments platform for use cases such as money transfers, online and in-store merchant payments and bill payments. It offers commerce and cloud services, such as ticketing and advertising. It also offers technology led financial services such as loans, insurance and wealth management, offered through financial partners.

Information on the operational and financial performance, among others, is provided in the Management Discussion and Analysis Report which forms part of the Annual Report and is in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Dividend

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company has adopted the Dividend Distribution Policy

on July 10, 2021, setting out the broad principles for guiding the Board and the management in matters relating to declaration and distribution of dividend, and the same is available on the website of the Company at www.paytm. com/investor-relations/policies-and-guidelines.

The Board do not recommend any dividend for the financial year 2021-2022 ("FY 2021-22").

Transfer to Reserves

During FY 2021-22, the Company has not transferred any amount to Statutory Reserves. Further, the details of amount transferred to other reserves (including ESOP Reserve), if any, form part of Note no. 11(b) of the standalone financial statements and Note no. 10(b) of the consolidated financial statements provided in the annual report.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("Act") forms part of the Note Nos. 5, 6 and 7 of the Standalone Financial Statements and Note Nos. 5 and 6 of the Consolidated Financial Statements provided in the Annual Report.

MATERIAL EVENTS DURING FY 2021-22 UNDER REVIEWInitial Public Offer of Equity Shares

The equity shares of the Company got listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") with effect from November 18, 2021, pursuant to Initial Public Offering ("IPO") of the Company by way of a Fresh Issue of shares and an Offer for Sale.

During FY 2021-22, Company made an IPO of 85,116,278 equity shares of face value of ? 1 each of the Company for cash at a price of ? 2,150/- per equity share, including a premium of ? 2,149/- per equity share aggregating to ? 183,000 millions, comprising of a fresh issue of 38,604,651 equity shares aggregating to ? 83,000 millions and an offer for sale of 46,511,627 equity shares aggregating to ? 100,000 millions. IPO was opened on November 8, 2021 and closed on November 10, 2021.

Pursuant to the SEBI Listing Regulations & SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the net proceeds of IPO have been partially utilized during FY 2021-22, in line with the objects of the offer. Detailed Monitoring Agency Report for such utilization are received by the Company from its Monitoring Agency on quarterly basis affirming no deviation in utilisation of the issue proceeds from the object stated in offer documents and submitted to Stock Exchanges in compliance with the aforesaid regulations.

The Company confirms that it has paid the Annual Listing Fees for FY 2021-22 to NSE and BSE.

Transfer of Online Payment Aggregation Business to Wholly Owned Subsidiary

In compliance with the requirements of Reserve Bank of India ("RBI") guidelines on regulation of Payment

Aggregators and Payment Gateways dated March 17, 2020 ("Guidelines"), and pursuant to the resolution(s) passed by the Board and members of the Company on August 30, 2021 and September 23, 2021, respectively, the Company has transferred its Online Payment Aggregation Business to its wholly owned subsidiary company viz. Paytm Payments Services Limited, which has applied to the RBI for authorization for acting as a payment aggregator under the Payment and Settlement Systems Act, 2007 read with the aforesaid Guidelines.

SHARE CAPITAL Authorized Share Capital

During FY 2021-22, the face value of Company''s equity shares were sub-divided from ? 10/- per share to ? 1/- per share pursuant to the approval granted by the members of the Company in its Twenty First (21^st) Annual General Meeting ("AGM") held on June 30, 2021. The authorized share capital of the Company, as on March 31, 2022, was ? 1,041,066,000/- comprising of 1,041,066,000 equity shares of ? 1/- each.

Issued, Subscribed, Paid-up Share Capital

During FY 2021-22, the Company has issued and allotted following equity shares:

a) On April 22, 2021, 9,081 equity shares of ? 10/- each were allotted to employees under the Employees Stock Option Scheme;

b) On May 28, 2021, 47,042 equity shares of ? 10/- each were allotted to employees under the Employees Stock Option Scheme;

c) On July 5, 2021, 544,870 equity shares of ? 1/- each were allotted to employees under the Employees Stock Option Scheme;

d) On August 13, 2021, 1,011,582 equity shares of ? 1/-each were allotted to employees under the Employees Stock Option Scheme;

e) On September 4, 2021, 332,360 equity shares of ? 1/-each were allotted to employees under the Employees Stock Option Scheme;

f) On September 14, 2021, 545,735 equity shares of ? 1/-each were allotted to employees under the Employees Stock Option Scheme;

g) On September 30, 2021, 1,849,191 equity shares of ? 1/-each were allotted to employees under the Employees Stock Option Scheme;

h) On November 15, 2021, 38,604,651 equity shares of ? 1/- each were allotted to public pursuant to IPO;

i) On February 4, 2022, 250,531 equity shares of ? 1/-each were allotted to employees under the Employees Stock Option Scheme; and

j) On March 21, 2022, 37,224 equity shares of ? 1/- each were allotted to employees under the Employees Stock Option Scheme.

At the 21^st AGM held on June 30, 2021, equity shares of the Company were sub-divided from ? 10/- per share to ? 1/- per share.

The issued and paid-up share capital of the Company as on March 31, 2022 was ? 648,561,414/- comprising of 648,561,414 equity shares of ? 1/- each.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

During FY 2021-22:

â¢ no company ceased to be subsidiary, joint venture or associate of the Company; and

â¢ no new company became the subsidiary, joint venture or associate of the Company except Admirable Software Limited which was incorporated on August 17, 2021, as a wholly owned subsidiary of Paytm Financial Services Limited (Associate Company of Paytm).

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of each subsidiary, joint venture and associate in the prescribed Form AOC-1 is annexed as Annexure-I to this report.

BOARD AND ITS COMMITTEES

Board met nineteen (19) times during FY 2021-22. The composition of the Board and its Committees including details regarding meetings of the Board and Committees of the Board are set out in the Corporate Governance Report, which forms part of the Annual Report. The intervening gap between the two consecutive Board meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended) the Board has constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report, which forms part of the Annual Report.

The Company has adopted a CSR Policy, which is available on the website of the Company at www.paytm.com/ investor-relations/policies-and-guidelines.

In view of the losses incurred by the Company during the previous financial years, the Company has no obligation for spending CSR during the FY 2021-22.

Annual Report on CSR activities, in the prescribed format, for FY 2021-22 as required under Sections 134 and 135 of

the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed as Annexure-II to this report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Act and SEBI Listing Regulations. A separate section on corporate governance, along with a certificate from the practicing company secretary confirming Corporate Governance compliance is annexed and forms part of the Corporate Governance Report forming part of the Annual Report.

TRANSACTIONS WITH RELATED PARTIES

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions, which is available on the website of the Company at www.paytm.com/investor-relations/policies-and-guidelines.

All the transactions with related parties entered into by the Company during the FY 2021-22 were on an arm''s length basis and in the ordinary course of business and adhere to the applicable provisions of the Act and the SEBI Listing Regulations.

All transactions with related parties are presented to the Audit Committee. None of the transactions with any of the related parties were in conflict with the interest of the Company rather, these were synchronized and synergized with the Company''s operations.

As required under the Act, particulars of material contracts/ arrangements with related partys during FY 2021-22, in the prescribed Form AOC-2, is annexed as Annexure-III to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNELInductions

Directors

During the FY 2021-22, in terms of the provisions of the Act and based on the recommendation of Nomination and Remuneration Committee ("NRC"), the Board has appointed:

â¢ Mr. Douglas Feagin as an Additional Director with effect from July 5, 2021. Thereafter, members of the Company in the Extraordinary General Meeting ("EGM") held on September 2, 2021 appointed Mr. Douglas Feagin as Non-executive Director of the Company;

â¢ Mr. Ashit Ranjit Lilani as an Additional and Non-executive Independent Director of the Company with effect from July 5, 2021, for a term of five (5) consecutive years, which was subsequently approved by the members of the Company in the EGM held on September 2, 2021;

â¢ Mr. Vikas Agnihotri as an Alternate Director to Mr. Munish Ravinder Varma with effect from July 5, 2021;

â¢ Mr. NeerajArora as an Additional and Non-executive Independent Director of the Company with effect from July 11, 2021, for a term of five (5) consecutive years, which was subsequently approved by the members of the Company in the EGM held on September 2, 2021; and

â¢ Mr. Vivek Kumar Mathur as an Alternate Director to Mr. Ravi Chandra Adusumalli with effect from July 11, 2021.

The Board has appointed Mr. Madhur Deora as an Additional Director with effect from May 20, 2022 to hold the office till the ensuing 22^nd AGM of the Company. Further, the Board also appointed Mr. Madhur Deora as Whole-time Director designated as ''Executive Director, President and Group Chief Financial Officer'' with effect from May 20, 2022 for a term of five (5) years, subject to approval of members at the ensuing 22^nd AGM. Brief profile of Mr. Madhur Deora is provided in the Notice of ensuing 22^nd AGM.

Key Managerial Personnel

During FY 2021-22, in terms of the provisions of the Act and based on the recommendation of NRC, the Board has appointed:

â¢ Mr. Amit Khera as Company Secretary and Compliance Officer of the Company with effect from May 28, 2021; and

â¢ Mr. Madhur Deora as Chief Financial Officer of the Company with effect from January 1, 2022.

Re-appointments

During FY 2021-22, in terms of the provisions of the Act and based on the recommendation of NRC and the Board, the members of the Company at 21^st AGM held on June 30, 2021 has re-appointed Mrs. Pallavi Shardul Shroff as an Non-executive Independent Director for a second term of five (5) consecutive years i.e. till February 8, 2026.

Mr. Vijay Shekhar Sharma, Managing Director and Chief Executive Officer will be completing his present term as Managing Director of the Company on December 18, 2022. The Board in its meeting held on May 20, 2022, based on the recommendation of NRC and subject to the approval of members at the ensuing 22^nd AGM, has re-appointed Mr. Vijay Shekhar Sharma, Managing Director and Chief Executive officer of the Company for a further term of five (5) consecutive years with effect from December 19, 2022 till December 18, 2027. Brief profile of Mr. Vijay Shekhar Sharma is provided in the Notice of ensuing 22^nd AGM.

Director liable to retire by rotation

As per the provisions of the Act, Mr. Ravi Chandra Adusumalli, Non-executive Director of the Company, who is liable to retire by rotation at the ensuing 22^nd AGM, being eligible, seeks re-appointment. Based on performance evaluation

and the recommendation of NRC, the Board recommends his re-appointment. Brief profile of Mr. Ravi Chandra Adusumalli is provided in the Notice of ensuing 22^nd AGM.

Cessation

Directors

During FY 2021-22, following persons ceased to be Director of the Company:

â¢ Mr. Todd Anthony Combs, being retiring Director, did not offer himself for re-appointment at the 21^st AGM. Consequently, Mr. Todd Anthony Combs ceased to be the Director of the Company with effect from June 30, 2021;

â¢ Mr. Michael Yuen Jen Yao, being retiring Director, did not offer himself for re-appointment at the 21^st AGM. Consequently, Mr. Michael Yuen Jen Yao ceased to be the Director of the Company with effect from June 30, 2021;

â¢ Consequent to the cessation of Mr. Michael Yuen Jen Yao, Mr. Ting Hong Kenny Ho, being alternate to Mr. Michael Yuen Jen Yao, also ceased to be the Director with effect from June 30, 2021;

â¢ Mr. Jing Xiandong ceased to be the Director of the Company with effect from July 5, 2021;

â¢ Consequent to the cessation of Mr. Jing Xiandong, Mr. Guoming Cheng, being alternate to Mr. Jing Xiandong, also ceased to be the Director with effect from July 5, 2021;

â¢ Mr. Mukul Arora, Alternate Director to Mr. Ravi Chandra Adusumalli, ceased to be as Director of the Company with effect from July 7, 2021;

â¢ Mr. Munish Ravinder Varma ceased to be as Director of the Company with effect from March 14, 2022; and

â¢ Consequent to the cessation of Mr. Munish Ravinder Varma, Mr. Vikas Agnihotri, being alternate to Mr. Munish Ravinder Varma, also ceased to be Director with effect from March 14, 2022.

Key Managerial Personnel

During FY 2021-22, following persons ceased to be Key Managerial Personnel of the Company:

â¢ Mr. Arvind Kumar ceased to be Company Secretary of the Company with effect from May 28, 2021; and

â¢ Mr. Vikas Garg ceased to be Chief Financial Officer of the Company with effect from December 31, 2021.

Pursuant to the provisions of Section 203 of the Act, Mr. Vijay Shekhar Sharma, Managing Director and Chief Executive Officer, Mr. Madhur Deora, Chief Financial Officer and Mr. Amit Khera, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2022.

Directors'' Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Act, it is confirmed 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 had selected such accounting policies and applied them consistently and made judgements 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 FY 2021-22 and of the profit and loss of the Company for that period;

c) the Directors had 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 frauds and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Independent Directors

The Independent Directors have submitted their declaration of Independence, stating that:

(i) they continue to fulfil the criteria of independence as required pursuant to Section 149 read with Schedule IV of the Act and Regulation 16 and 25 of the SEBI Listing Regulations;

(ii) they are not debarred from holding the office of Director pursuant to any SEBI order or order of any such authority; and

(iii) there has been no change in the circumstances affecting their status as Independent Director of the Company.

All Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act. In the Board''s opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields. The Independent Directors have also confirmed that they have complied with the Company''s Code

of Conduct. Independent Directors have also confirmed that they have registered their names in the Independent Directors'' databank with the Indian Institute of Corporate Affairs.

Policy on Appointment and Remuneration

The Board has framed and adopted a Nomination, Remuneration and Board Diversity Policy in terms of the Section 178 of the Act. The policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Nomination, Remuneration and Board Diversity Policy of the Company is available on the website of the Company at www.pavtm.com/investor-relations/policies-and-guidelines.

Board Evaluation and Familiarisation Programme

The NRC has put in place a robust framework for evaluation of the Board, Board Committees and individual Directors, including Chairman. During FY 2021-22, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the Committees. A detailed disclosure on the framework of Board evaluation has been provided in Corporate Governance Report, which forms a part of the Annual Report.

A note on the familiarisation programme adopted by the Company for orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Act and the SEBI Listing Regulations is provided in the Corporate Governance Report, which forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for FY 2021-22, as stipulated under the SEBI Listing Regulations, forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for FY 2021-22, as stipulated under the SEBI Listing Regulations, forms part of the Annual Report.

ANNUAL RETURN

The Annual Return of the Company in form MGT-7 as required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.paytm.com/investor-relations/annual-returns.

INTERNAL AUDITORS AND INTERNAL FINANCIAL CONTROLS

The Company has appointed KPMG Assurance and Consulting Services LLP (KPMG) as an Independent Internal Auditors under Section 138 (1) of the Act for the FY 2021-22. Internal Audit is governed by the Internal Audit Charter approved by the Audit Committee and outcome of Internal Audits are submitted and presented in the Audit Committee meeting every quarter.

The Company has laid down adequate internal financial controls commensurate with the scale and size of the operation of the Company. The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, safeguarding of assets of the Company, adhering to the management policies besides ensuring compliance.

HUMAN RESOURCE MANAGEMENT AND RELATED DISCLOSURESEmployees Stock Option Schemes

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.

The Company has two Employee Stock Option Schemes viz. One 97 Employees Stock Option Scheme 2008 ("ESOP 2008") and One 97 Employees Stock Option Scheme 2019 ("ESOP 2019"). After the institution of ESOP 2019 which has been effective from September 30, 2019, no fresh options have been granted to employees under ESOP 2008.

Post IPO of equity shares of the Company, ESOP 2019 has been ratified confirmed and amended, as per the requirements of 12(1) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations 2021"), by the members of the Company through Postal Ballot on February 19, 2022.

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 www.pavtm.com/investor-relations/agm.

The Company has obtained certificate(s) from Secretarial Auditors confirming that ESOP 2008 and ESOP 2019 have been implemented in accordance with the SEBI SBEB Regulations 2021 and resolution(s) passed by the members of the Company. The said certificates will be made available for inspection by the members electronically during business hours.

Prevention of Sexual Harassment at Workplace

The Prevention of Sexual Harassment ("POSH") at Workplace Policy has been formed under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), to prohibit, prevent or deter the commission of acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment. The Company has also constituted Internal Complaints Committee as per the requirements under POSH Act. A detailed disclosure on POSH has been provided in the Corporate Governance Report which forms part of the Annual Report.

There were no pending POSH complaints during the year and no new complaints have been received during FY 2021-22.

Particulars of Employees

As required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees'' remuneration is annexed as Annexure-IV to this report.

The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, pursuant to first proviso to Section 136(1) of the Act, this Report is being sent to the members excluding the said annexure. Any member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer at [email protected].

RISK MANAGEMENT

The Board at its meeting held on July 5, 2021, had constituted the Risk Management Committee. The composition of Risk Management Committee and number of meetings held are given in the Corporate Governance Report, forming part of the Annual Report.

Further, pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of SEBI Listing Regulations, the Company has formulated and adopted the Risk Assessment and Management Policy ("Risk Assessment Policy").

The aforesaid Risk Assessment Policy establishes the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk

mitigation plans and reporting on the risk environment of the Company. This Risk Assessment Policy is applicable to all the functions, departments and geographical locations of the Company. The purpose of this Risk Assessment Policy is to define, design and implement a risk management framework across the Company to identify, assess, manage and monitor risks. Aligned to this, purpose is also to identify potential events that may affect the Company and manage the risk within the risk appetite and provide reasonable assurance regarding the achievement of the Company''s objectives. This will present a wide approach to ensure that key aspects of risk that have a wide impact are considered in its conduct of business.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a robust Vigil/ Whistle Blower Mechanism and adopted Vigil Mechanism/Whistle Blower Mechanism Policy ("WB Policy") with protective clauses for the whistle blowers. The WB Policy is available on the website of the Company at www.paytm.com/investor-relations/policies-and-guidelines.

A brief note on the highlights of Vigil/ Whistle Blower Mechanism Framework forms part of Corporate Governance Report, which forms part of the Annual Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo by the Company during the FY 2021-22, under review is as follows:

	(Amounts in ? Million)
Particulars	2021-22	2020-21
Foreign Exchange Earnings	416.75	155.48
Foreign Exchange Outgo	5,149.44	3,850.33

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has taken following initiatives:

(i) Energy Conservation:

1. Steps taken or impact on Conservation of Energy:

The operations of the Company are not energy intensive. The Company has implemented various energy conservation measures at its corporate office, such as:

(a) Installation of LED lights which almost emit no heat & UV emissions, across all floors.

(b) All meeting rooms are equipped with lighting sensors. In case rooms are not occupied, lights go off automatically.

(c) VRV/VRF air-conditioned systems are installed that are second generation energy efficient products of companies such as Daikin and Blue Star.

(d) Installation of VAV controllers in all meeting rooms & floor due to which the required cooling as per floor occupancy is maintained throughout the floor, ultimately reducing the overall load of air handling unit and chiller.

(e) Heat resistant facade glasses are installed all across the building that restricts the heat & maintains the temperature on the floor, which also facilitates the natural light throughout the day.

(f) All electrical appliances that we are sourcing for the office are 5* (star) rated for higher energy efficiency.

2. Steps taken by the Company for Utilising Alternate Source of Energy:

The business operations of the Company are not energy-intensive, hence apart from steps mentioned above to conserve energy, the management would also explore feasible alternate sources of energy.

3. The Capital Investment on Energy Conservation Equipment:

There is no capital investment on energy conservation equipment during the FY 2021-22.

(ii) Technology Absorption:

1. Efforts made towards technology absorption: NIL

2. Benefits derived like product improvement, cost reduction, product development or import substitution: NIL

3. In case of imported technology (imported during the last three years reckoned from the beginning of the FY 2021-22)-

(a) the details of technology imported: NIL

(b) the year of import: NIL

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

4. Expenditure incurred on Research and Development: NIL

Specific areas in which R&D carried out by the Company: The Company has not carried out R&D in any specific area

(a) Benefits derived as a result of above R&D: Not applicable

(b) Future plan of action: The management of the company has not yet decided to carry out any R&D.

AUDITORS AND AUDITOR''S REPORT Statutory Auditors

The members of the Company, at their 18^th AGM held on September 28, 2018, had appointed Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016) as Statutory Auditors of the Company to hold office from the conclusion of 18^th AGM till the conclusion of the 23^rd AGM of the Company.

The Statutory Auditors have confirmed that they satisfy the independence criteria required under the Act and the Code of Ethics issued by the Institute of Chartered Accountants of India.

Secretarial Auditors

PI & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company for FY 2021-22, as required under Section 204 of the Act and Rules made thereunder.

Audit Reports

The Independent Auditors have given unmodified opinion on the Company''s Financial Statements for FY 2021-22. The Company continues to adopt best practices to ensure the regime of unmodified Financial Statements.

The Secretarial Auditors'' Report for FY 2021-22 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors'' Report is enclosed as Annexure-V to this report.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act.

GENERAL

No disclosure or reporting is made with respect to the

following items, as there were no transactions during FY

2021-22:

â¢ The issue of equity shares with differential rights as to dividend, voting or otherwise;

â¢ Issue of shares (including sweat equity shares) to employees of the Company under any scheme except Employees'' Stock Options Schemes referred to in this Report;

â¢ In terms of the provisions of Section 73 of the Act read with the relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any deposits during the financial year under review and as such, no amount of principal or interest was outstanding as on March 31, 2022;

â¢ No fraud under Section 143 (12) of the Act has been reported by the Auditors to the Audit Committee or the Board or Central Government;

â¢ The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;

â¢ There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

â¢ There was no instance of onetime settlement with any Bank or Financial Institution;

â¢ Managing Director and Chief Executive Officer has not received any remuneration or commission from any of its subsidiaries;

â¢ There was no revision in the financial statements;

â¢ There was no change in the nature of business;

â¢ There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report;

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations;

â¢ Company is not required to maintain cost records under Section 148 of the Act;

â¢ The Company has not made any downstream investments during FY 2021-22 and hence certificate under FEMA is not required; and

â¢ There was no material subsidiary during the FY 2021-22. CAUTION STATEMENT

Statement in this Annual Report describing the Company''s objectives, expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

ACKNOWLEDGEMENT

The Board wish to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members during FY 2021-22.

The Board also acknowledges and appreciates the exemplary efforts and hard work put in by all employees who are part of the Paytm family and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

For and on behalf of the Board One 97 Communications Limited

Vijay Shekhar Sharma

Chairman, Managing Director and Date: May 20, 2022 Chief Executive Officer

Place: New Delhi DIN: 00466521

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