|
Dear Shareholders,
The Board of Directors ("Board") hereby submits the 26th
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, 2026
("FY 2025-26"). 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 Crores, except earnings per share)
| Particulars |
Consolidated Year ended |
Standalone Year ended |
|
March 31, 2026 |
March 31, 2025 |
March 31, 2026 |
March 31, 2025 |
| Revenue from operations |
8,437 |
6,900 |
5,825 |
5,505 |
| Other income |
854 |
725 |
669 |
637 |
| Total income |
9,291 |
7,625 |
6,494 |
6,142 |
| Total expenses |
8,521 |
9,096 |
6,011 |
7,659 |
| Profit/(Loss) before share of profit / (loss)
of associates / joint ventures, exceptional items and tax |
770 |
(1,471) |
483 |
(1,517) |
| Share of profit/ (loss) of associates / joint
ventures |
(2) |
3 |
- |
- |
| Loss on impairment of an associate |
- |
- |
- |
- |
| Profit / (Loss) before exceptional items and tax |
768 |
(1,468) |
483 |
(1,517) |
| Exceptional items |
(186) |
823 |
(416) |
728 |
| Profit/ (Loss) before tax |
582 |
(645) |
67 |
(789) |
| Income Tax expense |
30 |
18 |
- |
- |
| Profit/(Loss) for the year |
552 |
(663) |
67 |
(789) |
| Other comprehensive Income/ (Loss) |
291 |
1,050 |
(3) |
15 |
| Total Comprehensive Income/ (Loss) |
843 |
387 |
64 |
(774) |
| Earnings per equity share of the face value 1
each (Amount in ) |
|
|
|
|
| Basic |
8.66 |
(10.35) |
1.05 |
(12.39) |
| Diluted |
8.55 |
(10.35) |
1.03 |
(12.39) |
State of the Affairs of the Company /
Operational Highlights
During FY 2025-26, the Company achieved its first full year of
profitability, driven by a continued focus on its core merchant payments and financial
services distribution businesses. Building on the foundation established in prior years,
the Company delivered growth through market-share gains across merchant and consumer
payments, the scaling of its high-margin financial services distribution, expansion in
payment processing margins, and Artificial Intelligence ("AI")-led operational
efficiency across the organisation. These efforts translated Profit After Tax (PAT)
turning positive at 552 Crores against a loss of (663) Crores a year ago.
We transitioned to a Third-Party Application Provider (TPAP) for the
UPI business in the prior year and resumed onboarding of new UPI users following the
National Payments Corporation of India ("NPCI") approval, the Company sustained
consistent gains in consumer UPI market share through the year. Consumer UPI gross
transaction value (GTV) grew at approximately 2.2x the industry growth rate in Q4 FY26,
and Average Monthly Transacting Users (MTU) expanded to 7.7 Crores in Q4 FY26, an increase
of 50 lakh year-on-year, supported by AI-first, product-led innovation that improved
consumer experience, retention and cross-sell readiness.
TheCompanycontinuestostrengthenleadershipinmerchant payments, driven by
continued product innovation, a large dedicated field force, and robust service
infrastructure. Merchant GMV grew 27% year-on-year, and payment processing margins
expanded to comfortably above 4 basis points (bps), driven by pricing discipline and
higher growth of profitable MDR-bearing instruments, including credit cards on UPI and
affordability offerings such as EMI.
The Company reaffirmed its commitment to empowering India's MSME
sector, with continued expansion of its distribution network, particularly in Tier-2 and
Tier-3 cities. The Paytm Soundbox has increasingly evolved from a payment-confirmation
device into a small-business operating system, deployed across storefronts and, with the
addition of AI, delivering business insights, customer notifications and merchant support
in the widely spoken languages in India.
Distribution of financial services scaled into a high-growth,
high-margin business anchored on the payments platform. Loans continue to be underwritten
and booked by the
Company's lending partners on their own balance sheets, while the
Company brings merchants and consumers insights, an enhanced merchant experience and
disciplined collections discipline. Anchored by the Company's deeply engaged merchant
base, merchant loan distribution saw strong growth from both new and repeat borrowers.
Notably, repeat borrowers contributed more than 50% of total merchant loan disbursements,
reflecting strong product-market fit, reduced cyclicality and sustainable growth.
In consumer credit, the Company relaunched Paytm Postpaid, a
Spend Now, Pay Next Month' credit line on UPI, powered by NPCI and offered in
partnership with Suryoday
Small Finance Bank, which scaled steadily on monthly sign-ups and
disbursements, with healthy collection performance experienced by the lending partner.
Beyond monetisation, Postpaid deepens payment engagement and serves as a funnel for
additional consumer credit products. In personal loans, lending partners began scaling up
while maintaining a measured approach to portfolio quality.
The Company continued to invest in growing its wealth and equity
broking businesses by offering high-quality, low-cost and transparent trading platforms.
Across equity broking,
Margin Trading Facility ("MTF"), Mutual Fund SIPs and Digital
Gold, AI-led personalisation drove higher engagement and revenue per
active customer.
Key Aspects of Consolidated Performance during FY 2025-26
The Company reported operating revenue of 8,437 Crores, reflecting
a 22% year-on-year growth. Contribution profit rose 32% to 4,860 Crores, resulting in a
contribution margin of 58% (up from 53% in the prior year). EBITDA stood at 502 Crores (a
margin of 6%), showing an improvement of 2,008 Crores year-on-year and marking a milestone
of a full year of profitability. Profit After Tax (PAT) for the year was 552 Crores,
representing an improvement of 1,215 Crores.
The number of subscription merchants (including devices) continued
to grow, reaching 1.51 Crores by the end of March 2026 from 1.24 Crores a year earlier,
while registered merchants increased to 4.9 Crores. Average MTU increased to 7.7 Crores in
Q4 FY26, an addition of 50 lakh year-on-year, as the
Company simultaneously expanded its user base and deepened engagement.
Distribution of financial services revenue grew 52% year-on-year to
2,594 Crores, with repeat borrowers contributing over 50% of merchant loan disbursements.
The Company's asset-light, distribution-only model is well suited
to scale across its large customer base and high penetration potential, supported by
expanding lender participation, a growing device merchant base, improving penetration and
rising ticket sizes.
The Company maintained a strong balance sheet, with a cash balance
of 13,315 Crores as of March 31, 2026, compared to 12,809 Crores a year earlier, providing
continued capital flexibility to expand merchant payments, distribution of financial
services and AI-led innovation, while retaining optionality for selective, strategically
value-additive inorganic opportunities.
The Company remained an early, aggressive adopter of AI across every
product and service journey. By leveraging leading open-source models, alongside small
language models tailored for the SMB context and optimised for voice and Indian languages,
the Company has built and deployed applied AI models for Paytm-specific tasks such as
payments intelligence, fraud prevention, merchant onboarding and collections.
As an additional long-term growth driver, the Company continued to
evaluate and pursue select international markets where its advanced technology stack of
merchant payments and financial services has high monetisation potential. Paytm's
international expansion leverages its existing technology, distribution and operating
strengths while maintaining prudent capital allocation, pursued through two models:
Partner-operated' models: Technology partnerships with
established local players, monetised through licensing or revenue-sharing arrangements
and, in select markets.
Paytm-operated' models: The Company expects these
initiatives to begin contributing meaningfully after two to three years.
Following the Government of India's approval of Paytm's
downstream investment in its wholly owned material subsidiary Paytm Payments Services
Limited ("PPSL"), the Reserve Bank of India granted PPSL in-principle
authorisation as an Online Payment Aggregator on August
12, 2025, allowing it to resume onboarding new online merchants. PPSL
received the Certificate of Authorisation as a Payment Aggregator on November 26, 2025,
and was further authorised for physical (offline) and cross-border
(inward and outward) payments on December 17, 2025. Following
shareholders' approval, the Offline Merchant
Payments Business was transferred to PPSL on a slump-sale,
going-concern basis, effective from midnight of November 30, 2025. Being a book-value
transfer to a wholly owned subsidiary, it has no impact on the
Company's consolidated financials. PPSL now operates as a Payment
Aggregator across online, offline and cross-border segments.
The Company is focused on proactive and conservative compliance to
build a high quality, long-term, sustainable business. There was near-nil revenue impact
from the industry-wide stoppage of rent payments through credit cards under the PA
guidelines (during September 2025) and from the Promotion and Regulation of Online Gaming
Act, 2025. The Company also moved to a more conservative revenue recognition policy and
discontinued the use of
adjusted' metrics, with all disclosures now presented on a
GAAP basis or as per standard definitions. There was no material
financial or business impact from the cancellation of Paytm Payments Bank Limited's
(PPBL), an associate company, banking licence by Reserve Bank of India vide its press
release dated April 24, 2026, as the Company's investment in PPBL had already been
fully impaired as of March 31, 2024, and we are working with third party banks for all our
products. Separately, the Payment Infrastructure Development Fund (PIDF) scheme was not
extended beyond December 2025; the Company achieved its guidance of offsetting 30-40% of
the PIDF impact in Q4 FY 2025-26 and expects to progressively mitigate the balance through
higher revenues and targeted sales efforts.
Paytm Money Limited ("PML"), the Company's wholly owned
subsidiary, offers a platform for trading in equities and investment in mutual funds and
has scaled offerings such as MTF and Research Analyst services.
Paytm Insurance Broking Private Limited ("PIBPL") a wholly
owned subsidiary company operates as a direct insurance broker, leveraging Paytm's
platform and customers base to offer a wide range of products across Motor, life and
health insurance, along with embedded and DIY products, to both consumers and merchants.
During the year, the Insurance Regulatory and Development Authority of India (IRDAI)
renewed PIBPL's insurance broking licence under the Direct (Life & General
Insurance) Broker category.
OCL Tech Platforms Limited {formerly known as One 97 Communications
India Limited (OCIL)}, a wholly owned subsidiary company, offers innovative fintech
solutions, primarily for banks and financial institutions, including various payment
switches.
The Company's international wholly owned and step-down
subsidiaries, including entities in the UAE (Paytm Arab Payments L.L.C.), Singapore (Paytm
Singapore Pte. Ltd.), and the newly incorporated PT Paytm Indonesia Teknologi, are engaged
in the expansion and distribution of Paytm's technology-led merchant payments and
financial services stack in their respective markets. One 97 Communications Singapore Pvt
Ltd ("OCL Singapore") is a material wholly owned subsidiary by the virtue of
cash balances due to the sale of its stake in PayPay on December 13, 2024.
During the year, the Company continued to simplify its group structure
as mentioned in other sections of this report.
Change in the nature of business
During the financial year under review, there was no significant change
in the ultimate nature of the core business activities of the Company on a consolidated
basis, other than as stated above.
Although at the consolidated level, there has been no change in the
nature of the Group's core business activities, as the payment aggregation business
continues to be conducted within the Group through PPSL.
Dividend
During the year under review, the Board does not recommend any dividend
for FY 2025-26.
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 financial 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.
Subsidiaries, Associates and Joint Ventures As of March 31, 2026, the
Company has 36 subsidiaries (including step-down subsidiaries), 7 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
specialised operations, such as stock broking, insurance broking, and payment aggregation,
governed by SEBI, IRDAI and RBI, respectively. The Group also includes subsidiaries in
international markets to drive the expansion and distribution of its technology-led
merchant payments and financial services stack, enabling local compliance and market
expansion. Certain entities, acquired through third-party transactions, bring specialised
capabilities and are integrated to enhance synergy. Purpose-specific subsidiaries allow
focused management of distinct business lines, optimising operational efficiency and risk
segregation. This structure aligns with the Company's growth strategy and is
supported by robust governance practices. Pursuant to Section 129(3) of the Companies Act,
2013 ("Act") read with Rule 5 of the Companies (Accounts)
Rules, 2014, the salient features of the financial position,
performance, and specific highlights of each subsidiary, associate, and joint venture are
presented in Form AOC-1, annexed as Annexure I to this report.
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, the consolidated financial statements along with
relevant documents, and the separate audited financial statements in respect of the
subsidiaries, are available on the Company's website at
https://ir.paytm.com/annual-reports.
PPSL continues to be a material wholly owned subsidiary of the Company
under Regulation 16 of SEBI Listing
Regulations. Further, based on the audited financial statements for FY
2025-26, PPSL also qualifies as a material subsidiary under Regulation 24 of SEBI Listing
Regulations and accordingly, the Company is required to appoint at
least one Independent Director of the
Company on the Board of PPSL and Mr. Gopalasamudram Srinivasaraghavan
Sundararajan, Independent Director of the Company has already been appointed on the Board
of
PPSL w.e.f. January 15, 2025.
OCL Singapore continues to be a material wholly owned subsidiary of the
Company for FY 2026-27 under the provisions of Regulation 16 of SEBI Listing Regulations,
by the virtue of cash balances due to the sale of its stake in PayPay on December 13,
2024. However, the said entity does not qualify as a material subsidiary under Regulation
24 of the SEBI Listing Regulations and accordingly, the
Company is not required to appoint an Independent Director of the
Company on the Board of OCL Singapore. In compliance with Regulation 16(1)(c) of the SEBI
Listing
Regulations, the Company has formulated a policy for determining
material subsidiaries, which is available on the website of the Company at
https://ir.paytm.com/ policies-and-guidelines.
Simplification in Group Structure
During FY 2025-26, the Company aimed at simplifying the group
structure, enhancing transparency and operational efficiency by bringing the entities
under direct ownership. Several key changes occurred in the status of the Company's
subsidiaries, associates, and joint ventures as follows:
1. Following Entities became Wholly Owned Subsidiaries
Acquisition of remaining equity stakes in the following entities
and converting each of them into wholly owned subsidiary of the Company:
Paytm Intelligence Limited {formerly known as "Paytm Emerging Tech
Limited" (formerly known as Paytm General Insurance Limited)} Acquired the remaining
stake of 51% equity shares.
Paytm Insuretech Private Limited Acquired the remaining stake of 67.55%
equity shares.
Paytm Assure Tech Limited (formerly known as Paytm Life Insurance
Limited) Acquired the remaining stake of 51% equity shares.
Paytm Financial Services Limited (PFSL) Acquired the remaining stake of
51.22% equity shares.
Mobiquest Mobile Technologies Private Limited Acquired the remaining
stake of 34.29% equity shares.
Urja Money Private Limited Acquired the remaining stake of 32.53%
equity shares.
Acquisition of 100% equity shares in following entities which were
formerly indirect subsidiary/ associate companies of the Company, thus, making them direct
wholly owned subsidiaries of the Company:
Foster Payment Networks Private Limited
(formerly classified as associate company) Acquisition took place in 2
tranches i.e. initial acquisition of 90.01% stake and subsequently, acquisition of the
remaining 9.99% stake.
Admirable Software Limited (formerly classified as associate company)
Fincollect Services Private Limited
All the aforesaid transactions were carried out on an arm's-length
basis, based on independent valuations, and in compliance with applicable provisions of
the and Act and SEBI Listing Regulations. These restructuring steps are expected to bring
greater clarity to the Group's organisational architecture and drive long-term
operational and financial efficiency.
2. Incorporation of new International wholly owned step-down
subsidiaries
In order to expand the distribution of the Company's technology-led
merchant payments and financial services stack globally while ensuring local regulatory
compliance, the following entities were incorporated as wholly owned step-down
subsidiaries through a wholly owned subsidiary company Paytm Cloud Technologies Limited
("PCTL"):
| S.No. |
Entity Name |
Jurisdiction / Country of Incorporation |
Effective Date of Incorporation / Status |
| 1. |
Paytm Arab Payments L.L.C. (PAPL) |
UAE |
April 30, 2025 |
| 2. |
Paytm Singapore Pte. Ltd. |
Singapore |
June 03, 2025 |
| 3. |
Paytm Company |
Saudi Arabia |
July 17, 2025 |
| 4. |
Paytm Europe Payments S.A. |
Luxembourg |
January 12, 2026 |
| 5. |
PT Paytm Indonesia Teknologi* |
Indonesia |
April 10, 2026 |
*Incorporated post FY 2025-26 but till the date of this report.
3. Change in the Status of Joint Venture and Subsidiary
First Games Technology Private Limited ("FGTPL"): During
the financial year under review, 55% of the equity shareholding held by PCTL, a wholly
owned subsidiary of the Company, in FGTPL was transferred to Paytm Services Private
Limited ("PSPL"), another wholly owned subsidiary of the Company. Subsequent to
the closure of FY 2025-26, the Company converted an inter corporate loan extended to
FGTPL, into equity shares of FGTPL. Consequent to the aforesaid conversion, the Company's
aggregate direct and indirect shareholding in First Games, held through PSPL, increased
from 55% to 82.6%.
Paytm Arab Payments L.L.C. ("PAPL"): On December 22,
2025, the Board of PAPL approved the issuance and allotment of equity shares comprising
49% of its post-issue paid-up share capital to Abbar Global Opportunities Holdings Limited
(an SPV of Mr. Mohamed Ali Rashed Alabbar). Upon completion of this transaction on
February 13, 2026, PAPL ceased to be a wholly owned subsidiary of PCTL and changed its
status to a 51% owned subsidiary of PCTL, continuing to remain a step-down subsidiary of
the Company.
During the year under review, the Company approved the conversion
of outstanding Optionally Convertible Debentures and Inter-Corporate Deposits
(including interest accrued thereon) aggregating to approximately 15
Crores, held/provided by the Company in Little Internet Private Limited
("LIPL"), a subsidiary of the Company, at face value. Upon completion of the
said conversion, which is expected during FY 2026-27, the Company's shareholding in
LIPL will increase from 62.53% to approximately 78%.
4. Downstream Investment
The Company has obtained a certificate from
Statutory Auditors for downstream investments made during the FY
2025-26 and necessary disclosures / reporting have been done as required.
As on March 31, 2026, domestic investors collectively held 50.3% of
the total paid-up equity share capital of the Company, thereby the Company became an
Indian owned and controlled Company under the Foreign Exchange Management (Non-Debt
Instruments) Rules, 2019.
Utilisation of Proceeds of Initial Public Offer ("IPO")
Pursuant to Regulation 32 of the SEBI Listing Regulations read with
SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026,
the Company confirms that during FY 2025-26, there was no deviation or variation in the
utilization of proceeds of the IPO from the objects stated in the Prospectus dated
November 11, 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.
Proposed Variation in Objects of the funds raised via Issue Initial
Public Offering ("IPO")
The Board of Directors on the recommendation of the Audit Committee,
proposes to seek approval of shareholders, by way of a special resolution at the ensuing
Annual General Meeting ("AGM") for variation in the Objects / terms of
utilisation of the IPO proceeds and modification of timeline for utilisation of the IPO
proceeds from the objects and timelines, as stated in the Prospectus dated November 11,
2021, in terms of Section 13(8) and 27 of the Act as amended and other applicable
provisions, if any, of the Act, read with Rule 32 of the Companies (Incorporation) Rules,
2014 and Rule 7 of the Companies (Prospectus and
Allotment of Securities) Rules, 2014, along with applicable provisions
of the SEBI Listing Regulations, as amended and SEBI (Issue of Capital and Disclosure
Requirements)
Regulations, 2018, as amended (including any statutory modification or
re-enactment thereof) and other applicable rules, regulations, guidelines and other
statutory provisions for the time being in force. The proposed variation, as set out in
the Notice convening the ensuing AGM, inter alia, contemplates deployment of the
unutilised amount of 1,686 Crores towards continued investment in new business
initiatives, acquisitions and strategic partnerships, as well as activities aimed at
growing and strengthening the Company's Paytm ecosystem, including merchant and consumer
acquisition, merchant expansion and technology platform enhancement. The details of the
proposed variation, including the revised manner of deployment of the Net Proceeds and
timeline for utilisation of the IPO proceeds, are set out in the explanatory statement
annexed to the Notice of the ensuing AGM.
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") effective from October 22, 2008
and One 97 Employees Stock Option Scheme 2019 ("ESOP 2019") effective from
September 30, 2019. After the institution of ESOP 2019, no fresh options post April 01,
2019 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
("SEBI SBEB Regulations 2021"), by the shareholders of the
Company through Postal Ballot on February 19, 2022. Further, the shareholders vide Postal
Ballot dated March 11, 2025 have approved the amendments in ESOP 2019 on April 16, 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 FY 2025-26, the Company issued and
allotted 22,00,198 (Twenty Two Lakhs and One Hundred and Ninety Eight) equity shares of
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, 2026, the issued, subscribed and paid-up capital of the Company
stood at 64,00,45,681 (Rupees Sixty Four Crore Forty Five Thousand Six Hundred and Eighty
One only), consisting of 64,00,45,681 equity shares of face value of 1 each. The equity
shares issued under the said Schemes rank pari-passu with the existing equity shares of
the Company.
The Board of Directors in its meeting held on July 20,
2026, has on the recommendation of the Nomination and Remuneration
Committee ("NRC") has approved the amendments to the ESOP 2019, subject to the
approval of the shareholders in the ensuing AGM. The details of proposed amendments are
set out in the explanatory statement annexed to the Notice of the ensuing AGM.
The certificates from M/s Chandrasekaran Associates,
Practicing Company Secretaries (Firm Registration Number:
P1988DE002500), Secretarial Auditors that
ESOP 2008 and ESOP 2019 have been implemented in accordance with the
SEBI SBEB Regulations 2021. The said certificates will be made available for inspection by
the shareholders electronically during business hours till the date of ensuing AGM.
Particulars of Loans, Guarantees or Investments
The particulars of loans, guarantees and investments as on March 31,
2026, covered under Section 186 of the
Act form part of the notes to the Standalone Financial
Statements (Note Nos. 5, 6, and 7) and Consolidated Financial
Statements (Note Nos. 5 and 6), which form part of this Annual Report.
Particulars of contracts or arrangements made 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 2025-26 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 an independent consultant, to examine that the
transactions were undertaken on an arms' length and at prevailing market rate,
wherever necessary. The said transactions were entered into by the
Company with the prior approval of the Audit Committee, wherein all the
Committee members are Non-Executive Independent Directors.
During the FY 2025-26, the Company did not enter into any material
related party transactions except a transaction with PPSL which did not require the
approval of shareholders as per provisions of Regulation 23 of the SEBI Listing
Regulations and as per the requirement of the Act. Form AOC-2 pursuant to Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014, is set out in 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 form part of this Annual Report.
Directors and Key Managerial Personnel
Directors
As on March 31, 2026, the Board comprised of 7 (Seven) Directors with
an appropriate mix of Executive Director(s), Non-Executive Non-Independent Director(s) and
Non-Executive Independent Director(s) 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
During the financial year under review, based on the recommendation of
the NRC, the following Board of Directors were appointed:
Ms. Urvashi Sahai (DIN: 09521316) as Whole-time Director,
designated as "Executive Director and General Counsel" and Key Managerial
Personnel ("KMP") of the Company, w.e.f. July 22, 2025, for a term of 5 (five)
consecutive years. The Shareholders of the Company subsequently approved her appointment
at the 25thAGM held on August 29, 2025; and
Ms. Manisha Raj Raisinghani (DIN: 06798956) as a Non-Executive
Independent Director of the Company for a term of 5 (five) consecutive years, w.e.f.
November 4, 2025. Further, the Shareholders vide Postal Ballot dated November 04, 2025
have approved her appointment on January 28, 2026.
Cessation / Resignation
During the financial year under review, the following
DirectorsceasedtoholdofficeontheBoardoftheCompany:
Mr. Bimal Julka (DIN: 03172733) resigned and ceased to be a
Non-Executive Independent Director of the Company w.e.f. closure of business hours on July
22, 2025, owing to his developing interest further in the areas of emerging technologies
and ease of doing business.
Mr. Madhur Deora (DIN: 07720350) Executive Director, President and
Group Chief Financial Officer, was liable to retire by rotation and he did not seek
reappointment at the 25th AGM of the Company held on August 29, 2025. Consequently, he
ceased to be a Director and Executive Director of the Company w.e.f. the conclusion of
25th AGM held on August 29, 2025. He continues as the President and Group Chief Financial
Officer of the Company.
Mrs. Pallavi Shardul Shroff (DIN: 00013580) ceased to be a
Non-Executive Independent Director of the Company w.e.f. closure of business hours on
February 08, 2026, upon the successful completion of her second consecutive term of five
years as an
Independent Director.
The Board places on record its sincere appreciation for the invaluable
services, leadership, and contributions made by Mr. Bimal Julka, Mr. Madhur Deora and
Mrs. Pallavi Shardul Shroff, during their respective tenures as
Directors. Their insightful guidance played a pivotal role in steering the Company's
strategic direction and fostering corporate growth.
Changes in Directors after Financial Year 2025-26
Following changes occurred in the Board composition after closure of
the financial year and upto the date of this report:
Cessation / Resignation
Mr. Ashit Ranjit Lilani (DIN: 00766821): His tenure of five years
as a Non-Executive Independent Director concluded w.e.f. closure of business hours on July
04, 2026. He did not seek reappointment for a second consecutive term of five years due to
his other professional commitments.
Ms. Urvashi Sahai (DIN: 09521316), Whole-time Director, designated
as "Executive Director and General Counsel" and KMP of the Company, resigned
from the office of Director, Whole-time Director and
KMP of the Company, in order to focus on her executive responsibilities
within the Company, w.e.f. closure of business hours on July 05, 2026. She continues to
serve the Company in her existing executive capacity as as General Counsel and Senior Vice
President-Legal and has been designated as Senior Management Personnel
("SMP") w.e.f. July 06, 2026.
The Board places on record its sincere appreciation for the invaluable
services, leadership, and contributions made by Mr. Ashit Ranjit Lilani and Ms. Urvashi
Sahai, during their respective tenures as Directors. Their insightful guidance played a
pivotal role in steering the Company's strategic direction and fostering corporate
growth.
Appointments
Subsequent to the close of financial year, based on the recommendation
of the NRC, the following Board of Directors were appointed:
Mr. Narasinganallore Venkatesh Srinivasan (DIN: 01893686): The
Board at its meeting held on July 03, 2026, appointed Mr. Srinivasan as an Additional
Director in the capacity of Non-Executive Independent Director of the Company. He holds
office for a term of 3 (three) consecutive years effective from July 05, 2026 to July 04,
2029 (both days inclusive), subject to the approval of the Shareholders at the ensuing
AGM.
Ms. Sachee Trivedi (DIN: 11767043): The Board at its meeting held
on July 03, 2026, appointed Ms. Trivedi as an Additional Director in the capacity of Non-
Executive Independent Director of the Company.
She holds office for a term of 3 (three) consecutive years effective
from July 05, 2026 to July 04, 2029 (both days inclusive), subject to the approval of the
Shareholders at the ensuing AGM.
Mr. Amitabh Kumar Singhal (DIN: 07630166): The Board at its meeting
held on July 20, 2026, appointed Mr. Singhal as an Additional Director in the capacity of
Non-Executive Non-Independent Director of the
Company, liable to retire by rotation, subject to the approval of the
Shareholders at the ensuing AGM.
The terms and conditions of the appointment of Independent Directors
along with the brief profiles of the
Directors are available on the website of the Company at
https://paytm.com/. The resolutions seeking Shareholders' approval for the
appointments of Mr. Srinivasan, Ms. Trivedi and Mr. Singhal, along with their
requisite profiles, form part of the Notice convening the ensuing AGM.
Retirement by Rotation
Mr. Ravi Chandra Adusumalli (DIN: 00253613): In terms of Section 152(6)
of the Act, Mr. Adusumalli, Non-Executive Director, retires by rotation at the ensuing AGM
and, being eligible, offers himself for re-appointment. A resolution seeking
Shareholders' approval for his re-appointment, along with the required details, forms
part of the Notice convening the ensuing AGM.
The Board of Directors confirms that the composition of the Board is in
compliance with Regulation 17(1)(b) of the SEBI Listing Regulations throughout the
financial year ended March 31, 2026, with Independent Directors comprising not less than
50% of the Board at all times during FY 2025-26.
Qualifications
All Directors of the Company possess the requisite qualifications to
act as Directors as per the requirements of the Act. Furthermore, none of the Directors is
debarred or disqualified from holding the office of Director pursuant to any order issued
by the Securities and Exchange Board of India (SEBI) or any other such statutory
authority.
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, Code for Independent
Directors read with
Schedule IV of the Act, and Regulation 16 of the SEBI Listing
Regulations.
Further, in the opinion of the Board, the Independent
Directors of the Company possess the requisite skills, expertise and
experience (including proficiency) and are persons of high integrity and repute.
During the year under review, familiarization programmes were conducted
for all Independent Directors, including those newly inducted on the Board, covering the
Company's business, operations and regulatory framework. Details for FY 2025-26 are
available on the Company's website at https://ir.paytm.com/policies-and-guidelines.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, following were
the KMPs of the Company as on March 31, 2026:
Mr. Vijay Shekhar Sharma, Chairman, Managing Director and Chief
Executive Officer;
Ms. Urvashi Sahai*, Whole-time Director designated as Executive
Director and General Counsel;
Mr. Madhur Deora, President & Group Chief Financial Officer;
and
Mr. Sunil Kumar Bansal, Company Secretary and
Compliance Officer
*Ceased as KMP w.e.f. closure of business hours on July 05, 2026
consequent upon her resignation from the office of Whole-time Director and KMP of the
Company.
Corporate Social Responsibility ("CSR")
During FY 2025-26, the Company was under no obligation to contribute
towards CSR activities. However, the Company had voluntarily undertaken certain CSR
initiatives during the financial year which were approved by the Board on the
recommendation of 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 i.e. Report on CSR, 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 10 (Ten) times during FY 2025-26. The details of the
meetings of the Board and attendance of the Directors at the Board meetings are set out in
the Corporate Governance Report, which forms part of this Annual Report. The necessary
quorum was present for all the meetings. 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, 2026, the Board had the following Committees:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholders Relationship Committee (iv) Risk Management
Committee (v) Corporate Social Responsibility Committee (vi) 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 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 2025-26 and of the profit 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 were 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 to
the SEBI Listing Regulations, for identification, selection and appointment of Directors,
KMPs and SMPs of the Company. The Policy lays down the process and
parameters for the appointment and remuneration of the Directors, KMPs and 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 Company and all Directors, including Independent
Directors. The evaluation was 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 NRC. The criteria identified by
NRC is broadly based on the Guidance Note on Board Evaluation issued by the SEBI. The
results of evaluation of the performance of the Board including Chairperson, individual
directors and various Committees were subsequently discussed at their respective meetings
and the areas for improvement of the functioning of the
Board including Chairperson, individual directors and Committees were
duly noted.
In a separate meeting of the Independent Directors, performance of the
Non-Independent Directors, Chairman of the Company and the Board as a whole was also
evaluated.
Corporate Policies
Your Company promotes and follows the highest level of ethical
standards in all our business transactions guided by our value system. The SEBI Listing
Regulations, as amended, mandates the formulation of certain policies for all listed
companies. The said policies are available on the Company's website, at
https://ir.paytm.com/policies-and-guidelines and are also mentioned in the Corporate
Governance Report, which forms part of this Annual Report.
Environmental, Social and Governance ("ESG")
In furtherance to the Company's commitment towards sustainable and
responsible business practices, the
Company also has an ESG Committee consisting of management team as its
members. The Committee is entrusted with overseeing the Company's ESG initiatives,
ESG disclosures and related matters.
Business Responsibility and Sustainability
Report
In compliance with Regulation 34 of the SEBI Listing
Regulations read with SEBI Master Circular No.
HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, the Business
Responsibility and Sustainability Report of the Company for FY 2025-26 describing the
various initiatives undertaken from an environment, social and governance perspective
during FY 2025-26 forms part of this Annual Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for FY 2025-26 on
Company's performance, industry trends and other required details prepared in
compliance with
Regulation 34 of the SEBI Listing Regulations, forms part of this
Annual Report.
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.
Extract of Annual Return
The Annual Return of the Company as on March 31, 2026, 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
An external audit firm appointed by the Board and an inhouse Internal
Audit team jointly 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 Audit function is responsible for independently evaluating the
adequacy and effectiveness of internal controls, risk management, compliance with extant
regulations, governance framework and business processes and is staffed with appropriately
qualified and experienced professionals. Audits are undertaken based on a risk-based
internal audit plan, which is formulated through an annual risk assessment exercise
conducted by the Internal Audit function.
Internal Financial Control and its 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.
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/Prevention-of-Sexual-Harassment-at-Workplace-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 all employees 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 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 Shareholders, and other persons
entitled thereto. Any Shareholder 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 that may affect the achievement of its strategic objectives. 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, regularly monitoring risk assessments and
mitigation strategies, and 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. No person has been denied access to the Chairperson of the
Audit Committee.
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
2025-26, under review are as follows:
(Amount in )
| Particulars |
FY 2025-26 |
FY 2024-25 |
| Foreign Exchange |
52,27,55,470 |
34,79,60,086 |
| Earnings |
|
|
| Foreign Exchange |
1,89,91,52,973 |
1,42,23,23,182 |
| Outgo |
|
|
| Opex |
1,89,91,52,973 |
1,31,12,89,526 |
| Capex |
- |
11,10,33,656 |
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 23rd AGM till the conclusion of
28th 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, 2026, forms
part of this Annual Report. There has been no qualification, reservation, adverse remarks
or disclaimer given by the Statutory Auditors in their Report which calls for any
explanation.
Secretarial Auditors
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
Number : P1988DE002500) as the Secretarial Auditors of the Company for a period of
5 (five) years commencing from FY 2025-26 till FY 2029-30, and the same
was approved by the Shareholders at the 25th AGM of the Company. The Secretarial
Auditors' Report is enclosed as Annexure V to this report.
The Secretarial Auditors of the Company in their Report dated July 20,
2026 have expressed an observation and the Board of Directors, pursuant to Section
134(3)(f) of the Act, provides the following explanation as management response in
correspondence to the observation made by the Secretarial Auditors:
Observation of Secretarial Auditors: (i) The Hon'ble
Labour Court of Ahmedabad, Gujarat vide its Order dated September 13,
2025, imposed a fine of 4,000
(Rupees Four Thousand only) each on the Company and its two Directors.
Further, as per regulation 30 of Listing
Regulations read with SEBI Circular dated December 31,
2024, the Company was required to disclose the details of imposition of
fine in the Integrated Filing (Governance) ("IGR") for the quarter ended
September 30, 2025. However, the Company has disclosed the same in IGR for the quarter
ended March 31, 2026.
Management Response: The Company has an established process in place to
track fines/penalties across all departments. A total fine aggregating to the amount of
12,000 (Rupees Twelve Thousand only) was inadvertently missed to be reported in quarterly
IGR filing for quarter ending September 2025. Immediately after it came to notice, it was
reported in the IGR filing for quarter ended March 2026. The Company has further
strengthened its internal mechanism to avoid such incidents going forward.
In compliance with Regulation 24A of the SEBI Listing Regulations, only
the Secretarial Audit Report of PPSL, is also required to be annexed with the Board Report
of the Company, accordingly, the Secretarial Audit Report of
PPSL, for FY 2025-26, issued by M/s. VAPN & Associates, Practicing
Company Secretaries, (FRN: P2015DE045500) is enclosed as Annexure VI to this report.
Material Changes and Commitment affecting financial position of the
Company between the end of the financial year and date of the report
There were no material changes and commitments, affecting the financial
position of your Company, between the end of FY 2025-26 and the date of this report other
than those mentioned in this report.
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 the 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
minimise wastage.
The Corporate Office, Skymark One in Noida, Uttar Pradesh, 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 a testimony to our
commitment towards sustainable development. Key features considered by us while selecting
this building included 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 continued to incorporate energy-saving
infrastructure and capital investments, namely: the use of energy-efficient design
elements such as Open
Office layouts, procurement of 5-star rated appliances to ensure
maximum energy efficiency, LED lighting, energy-efficient windows and insulation;
installation of Variable Refrigerant Volume / Variable Refrigerant Flow (VRV/VRF) systems
across most facilities; deployment of Variable Air Volume (VAV) controllers in meeting
rooms, enabling cooling based on occupancy and thereby reducing overall load on AHUs and
chillers. Our choice of buildings also use of heat-resistant fa?ade glass to minimise
thermal gain, maintain comfortable indoor temperatures and enable abundant natural
lighting, and a Building Management
System (BMS) at Skymark Noida to monitor and control energy
consumption, enabling real-time optimisation 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 strong engineering team
that leverages cutting-edge advancements in AI, Machine Learning ("ML"), the
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. During the Financial Year, the Company strengthened its
position as an early and aggressive adopter of AI by building applied AI models on top of
leading open-source models, along with small language models built for the SMB context and
optimised for voice and Indian languages. These custom, re-trained models are deployed for
Paytm-specific tasks such as payments intelligence, fraud prevention, merchant on-boarding
and improved collection performance. The Paytm AI Soundbox delivers business insights,
customer notifications and merchant support through a device merchants already trust, in
the languages they already speak. To further enhance its AI capabilities, the Company
partnered with Groq to power real-time AI for payments and platform, integrating
purpose-built inference technology to enable faster and more cost-efficient AI inference
compared with traditional
GPU-based alternatives.
Agentic I assistance across coding, review, testing and deployment
produced faster delivery cycles and a lower cost of building software, while AI-led
acquisition, personalisation and risk models improved the cost of customer acquisition and
retention. AI-first platforms continued to deliver deep contextual insights across
merchant onboarding and segmentation, pricing optimisation, conversational multi-lingual
customer assistance, sharper marketing and cross-sell targeting, and the prediction of
merchant churn and delinquency, enabling timely interventions and improved asset quality
for lending partners. The continued leverage of AI
for productivity across businesses contributed to the disciplined cost
structure and operating leverage reflected in the Company's profitability during FY
2025-26.
Our wholly owned subsidiary, PML, continued its trajectory of
innovation across equity broking, Margin Trade Funding (MTF) and wealth products, with
AI-led personalisation driving higher engagement and revenue per active customer. Looking
ahead, we remain focused on strengthening our platform capabilities to drive sustainable
growth, with priorities including 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.
Further, there was no import substitution undertaken by the Company
during the year. Also, the Company has also not imported any technology during the last
three financial years. No expenditure was incurred on Research and Development during FY
2025 26.
Awards and Recognitions
During FY 2025-26, 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
During the financial year ended March 31, 2026, the
Company has complied with all the applicable provisions of Secretarial
Standard on Meetings of Board of Directors
(SS-1) and Secretarial Standard on General Meetings (SS-2),
respectively issued by Institute of Company Secretaries of India.
Other Statutory Disclosures
No disclosure is made or reporting is done with respect to the
following items, as there were no transactions during FY 2025-26:
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 Option 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, 2026. Accordingly, disclosing the
details of deposits which are not in compliance with the requirements of Chapter V of the
Act is not applicable ;
There were no frauds 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 proceedings pending under the Insolvency and
Bankruptcy Code, 2016 before the National Company Law Tribunal or any other court;
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 was no revision in the financial statements;
There were no significant or material orders passed by the
regulators or courts or tribunals which had an impact on 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;
There was no instance wherein the Company failed to implement any
corporate action within the statutory time limit;
The Company has not made any political party contribution under
Section 182 of the Act; and
The Board periodically reviews the compliance reports of all laws
applicable to the Company.
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 2025-26.
|
For and on behalf of the Board |
|
One 97 Communications Limited |
|
Vijay Shekhar Sharma |
| Date: July 20, 2026 |
Chairman, Managing Director and |
| Place: Noida |
Chief Executive Officer |
|
DIN: 00466521 |
|