Purpose and Nature of the Disclosure

This is a disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, submitted by One 97 Communications Ltd (Scrip Code: 543396, Symbol: PAYTM). It provides the summary of proceedings of the company's 26th Annual General Meeting (AGM) held on September 15, 2026.

Date, Location, and Type of Meeting

The 26th Annual General Meeting of the Members of One 97 Communications Limited was held on Tuesday, September 15, 2026, through video conferencing/other audio-visual means (VC/OAVM). The meeting commenced at 09:30 a.m. (IST) and concluded at 11:26 a.m. (IST), including the time allowed for e-voting at the AGM. The proceedings were deemed to be conducted at the registered office of the Company.

Summary of Proposed Resolutions and Their Implications

The Notice of the AGM contained nine resolutions for shareholder approval:

Ordinary Business:

1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the reports of the Board of Directors and Auditors thereon.

2. To re-appoint Mr. Ravi Chandra Adusumalli (DIN: 00253613), as Director liable to retire by rotation.

Special Business:

3. To consider and approve revision in remuneration payable to Mr. Vijay Shekhar Sharma (DIN: 00466521), Managing Director and Chief Executive Officer (MD & CEO) of the Company.

4. To consider and approve the revised remuneration framework for Non-Executive Director(s) including Independent Director(s) and review of the scope of their Board and Committee responsibilities.

5. To consider and approve the appointment and payment of remuneration of Mr. Narasinganallore Venkatesh Srinivasan (DIN: 01893686) as a Non-Executive Independent Director of the Company.

6. To consider and approve the appointment and payment of remuneration of Ms. Sachee Trivedi (DIN: 11767043) as a Non-Executive Independent Director of the Company.

7. To consider and approve the appointment and payment of remuneration of Mr. Amitabh Kumar Singhal (DIN: 07630166) as a Non-Executive Non-Independent Director of the Company.

8. To consider and approve variation in the Objects / terms of utilisation of the Initial Public Offering (IPO) proceeds and modification of timeline for utilisation of the IPO proceeds.

9. To consider and approve amendments to One 97 Employees Stock Option Scheme 2019 (ESOP Scheme 2019).

The implications include potential changes to the board composition, executive compensation, capital allocation from the IPO, and employee incentive structures.

Voting Process and Methods Used

The remote e-voting facility was made available to all Members holding shares as of the cut-off date, Tuesday, September 08, 2026. Remote e-voting commenced on Saturday, September 12, 2026, at 09:00 a.m. (IST) and concluded on Monday, September 14, 2026, at 05:00 p.m. (IST). A facility for e-voting was also provided at the AGM itself to all Members who had not cast their votes through remote e-voting. Mr. Ashok Kumar, Partner of M/s VAPN & Associates, Company Secretaries, was appointed as the Scrutinizer for the e-voting process.

Key Voting Outcomes

The document states that the combined results of remote e-voting and e-voting at the AGM will be declared within stipulated timelines from the conclusion of the meeting as per statutory requirements. It confirms that the resolutions shall be deemed to be passed at the AGM on September 15, 2026, subject to receipt of the requisite majority. The specific vote counts, percentages, and shareholder category breakdowns are not provided in this initial proceeding summary and are to be submitted separately.

Scrutinizer's Role, Findings, and Conclusions

Mr. Ashok Kumar was the Scrutinizer for the e-voting process. His report, along with the detailed voting results pursuant to Regulation 44(3) of SEBI LODR Regulations and Section 108 of the Companies Act, 2013, will be submitted in due course. His findings and conclusions on the voting process are not included in this summary.

Confirmation of Compliance

The meeting was held in compliance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and applicable circulars issued by the Ministry of Corporate Affairs and SEBI. The statutory registers and other required documents mentioned in the Notice were available for electronic inspection by Members during the AGM. The Annual Report and Notice were served electronically to all Members whose email addresses were registered. The reports of the Statutory Auditors (M/s. S.R. Batliboi & Associates LLP) and Secretarial Auditors (M/s Chandrasekaran Associates) contained no qualifications.

Names and Roles of Signatories

The disclosure is signed by Mr. Sunil Kumar Bansal, Company Secretary and Compliance Officer (FCS: 4810) of One 97 Communications Limited.

Other Relevant Financial and Operational Information

A presentation was made during the AGM by Mr. Madhur Deora, President and Group Chief Financial Officer, on the company's operations and performance for FY 2025-26. Key highlights from the presentation included:

  • FY26 was the company's first full year of profit, with a ₹1,215 Cr swing in PAT.
  • The cash balance was ₹13,315 Cr as of March 31, 2026, and ₹13,529 Cr as of June 30, 2026, with ₹506 Cr of cash added during FY26.
  • Financial Services Revenue grew 52% YoY to ₹2,594 Cr in FY26.
  • The number of key financial services customers reached 7.5 Lakh as of the March 2026 quarter.
  • The company's core business is described as acquiring consumers and merchants through payments and distributing financial services to them, with an expanding use of AI across the organization.
  • The company also highlighted its sustainability initiatives in education and healthcare, including employee volunteering programs.

Attendees

Directors/Key Managerial Personnel Present:

  • Mr. Vijay Shekhar Sharma (Chairman, MD & CEO)
  • Mr. Amitabh Kumar Singhal (Non-Executive Non-Independent Director)
  • Mr. Gopalasamudram Srinivasaraghavan Sundararajan (Non-Executive Independent Director)
  • Ms. Manisha Raj Raisinghani (Non-Executive Independent Director)
  • Mr. Narasinganallore Venkatesh Srinivasan (Non-Executive Independent Director)
  • Mr. Rajeev Krishnamuralilal Agarwal (Non-Executive Independent Director)
  • Mr. Ravi Chandra Adusumalli (Non-Executive Non-Independent Director)
  • Ms. Sachee Trivedi (Non-Executive Independent Director)
  • Mr. Madhur Deora (President and Group CFO)

In Attendance:

  • Mr. Sunil Kumar Bansal (Company Secretary and Compliance Officer)

Other Representatives:

  • Mr. Yoginder Seth and Mr. Rahul Bansal (Partners, Statutory Auditors - M/s. S.R. Batliboi & Associates LLP)
  • Mr. Lakhan Gupta (Partner, Secretarial Auditors - M/s Chandrasekaran Associates)
  • Mr. Ashok Kumar (Partner, Scrutinizer - M/s VAPN & Associates)

A total of 183 Members attended the AGM through VC/OAVM.