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:

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 handles—@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:

• 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 2024¬
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.

• 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.

• 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.

• 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 businesses™, 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:

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

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

• Xceed IT Solutions Private Limited (w.e.f.

February 21, 2025); and

• 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 Arab”) 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 Singapore”) 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 ("PPSL”) 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
Singapore”), 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
("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 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 Non¬
Executive Independent Directors in compliance with
the applicable provisions of the Act and the SEBI Listing
Regulations. The Board of the Company consists of
eminent individuals of diverse backgrounds with skills,
experience and expertise in various areas as detailed in
the Corporate Governance Report, which forms part of
this Annual Report.

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 Non¬
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:

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

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

• Mr. Sunil Kumar Bansal, Company Secretary and
Compliance Officer

During the period under review, there were no changes in
the KMPs 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". She has also
been designated as a Key Managerial Personnel of the
Company with effect from July 22, 2025.

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 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 in¬
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 compliance.officer@paytm.com.

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:

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:

• Use of LED fixtures to reduce electricity consumption;

• Deployment of energy-efficient appliances across
office spaces; and

• 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:

• Sustainable site planning;

• Enhanced water and energy efficiency;

• Reduced waste generation and carbon emissions;

• Use of eco-friendly building materials; and

• Improved indoor environmental quality.

Additionally we have been incorporating energy-saving
infrastructure namely :

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

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

• 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;

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

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

• 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 merchant¬
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:

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

• 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;

• 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;

• 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;

• 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;

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

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

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

• There were no revision in the financial statements;

• 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;

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

• 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;

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

• 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 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 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