one 97 communications ltd share price Directors report

Dear Members,

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

Financial Performance

The standalone and consolidated financial highlights of the Companys operations are summarized below:

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

State of the Affairs of the Company / Operational Highlights

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

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

Key aspects of our Companys consolidated performance during FY 2022-23 are as follows:

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

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

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

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

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

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

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

During the year under review, we also launched a 4G-enabled Soundbox 3.0, a first-of-its-kind device that offers the fastest real-time payment alerts, along with best-in-industry battery backup of 7 days.

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

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

While our loan distribution business has scaled significantly in the last few quarters, our penetration level for each product remains low, and gives us a long growth runway ahead. As of quarter ended March 31, 2023:

• Postpaid penetration is at 4.30% of average MTU.

• Personal loans penetration is at 0.90% of average MTU.

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

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

Dividend

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

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

Transfer to Reserves

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

Particulars of Loans, Guarantees or Investments

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

Subsidiaries, Associates and Joint Ventures

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

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

Pursuant to Section 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of each subsidiary, associate and joint venture in the prescribed form AOC-1 is annexed as Annexure I to this report. The said statement also provides the details of the performance and financial position of each subsidiary, associate and joint venture.

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

In compliance with Regulation 16(1)(c) of SEBI Listing Regulations, the Company has formulated a policy for determining material subsidiaries. The said policy is available on the website of the Company at https://ir.paytm. com/policies-and-guidelines.

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

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

The Monitoring Agency Reports for such utilization are received by the Company from its Monitoring Agency on quarterly basis affirming no deviation in utilization of the issue proceeds from the objects stated in offer documents and are submitted to the Stock Exchanges in compliance with the aforesaid regulation. Details on actual utilization of the Net IPO proceeds are given in note no. 39 of the standalone financial statements and note no. 43 of the consolidated financial statements which forms part of the Annual Report.

Material Event

Buy-back of Equity Shares

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

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

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

Employees Stock Option Schemes

The Company grants share-based benefits to eligible employees with a view to attract and retain talent, align individual performance with the Companys objectives, and promote increased participation by them in the growth of the Company.

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

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

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

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

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

Transactions With Related Parties

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

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

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

Directors and Key Managerial Personnel

Directors

As on March 31, 2023, the Board comprised of 7 (seven) Directors with an appropriate mix of Executive Directors, Non-Executive NonIndependent Directors and Non-Executive Independent Directors in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. The Board of the Company consists of eminent individuals of diverse backgrounds with skills, experience and expertise in various areas as detailed in the Corporate Governance Report, which forms part of the Annual Report.

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

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

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

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

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

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

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

Key Managerial Personnel

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

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

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

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

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they continue to fulfill the criteria of independence as required pursuant to Section 149,150 read with Schedule IV of the Act and Regulation 16 and 25 of the SEBI Listing Regulations. All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.

Further, in the opinion of the Board, the Independent Directors of the Company possess the requisite expertise and experience (including proficiency) and are persons of high integrity and repute.

Corporate Social Responsibility ("CSR")

In view of the losses incurred by the Company during the previous financial years, the Company was under no obligation to contribute towards CSR activities during FY 2022-23. However, the Company had voluntarily undertaken certain initiatives during the year under review which were approved by the CSR Committee. A brief outline of the CSR policy of the Company and the activities undertaken during the year are set out in Annexure III to this Report in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

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

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

Board Meetings

The Board met 7 (seven) times during FY 202223. The details of the meetings of the Board and attendance of the Directors at the Board meetings are set out in the Corporate Governance Report, which forms part of the Annual Report. The intervening gap between two consecutive Board meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI Listing Regulations.

Board Committees

As on March 31, 2023, the Board had the following Committees:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Risk Management Committee

(v) Corporate Social Responsibility Committee

(vi) Investment Committee

(vii) IPO Committee

(viii) Buy-back Committee

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

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

Report on Corporate Governance

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

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

Directors Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Act, it is confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of FY 2022-23 and of the loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

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

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Policy on Appointment and Remuneration

The Board has framed and adopted a Nomination and Remuneration Policy in terms of Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II to the SEBI Listing Regulations, for identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company. The policy lays down the principles related to the appointment, cessation and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Policy is available on the website of the Company at https://ir.paytm.com/policies-and-guidelines.

Board Evaluation

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

Business Responsibility and Sustainability Report

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

Management Discussion and Analysis Report

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

Extract of Annual Return

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

Internal Auditors and Internal Financial Controls

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

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

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

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

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

Human Resource Management and Related Disclosures

Prevention of Sexual Harassment at Workplace

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

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

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

Number of complaints filed during FY 2022-23	Number of complaints disposed off during FY 2022-23	Number of complaints pending as on end of FY 2022-23
5	4*	1**

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

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

Particulars of Employees

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

Risk Management

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

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

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy / Vigil Mechanism with protective clauses for the whistleblowers. The Policy provides adequate safeguards against victimisation of whistleblowers and provides direct access to the Chairperson of the Audit Committee, in exceptional circumstances.

The policy provides for a mechanism to report concerns about unethical behaviour, actual or suspected fraud, instances of leak of Unpublished Price Sensitive Information or violations of your Companys Code of Conduct. The detailed disclosure is given in Corporate Governance Report, which forms part of the Annual Report.

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

Foreign Exchange Earnings and Outgo

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

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

Auditors and Auditors Report

Statutory Auditors

M/s. Price Waterhouse Chartered Accountants LLP, (Firm Registration No. 012754N/N500016), were appointed as the Statutory Auditors of the Company at the AGM held on September 28, 2018, for a term of 5 (five) consecutive years from the conclusion of 18^th AGM till the conclusion of 23^rd AGM of the Company.

The Report given by the Statutory Auditors on the Standalone Financial Statements of the Company and the Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, forms part of this Annual Report. There have been no qualification, reservation, adverse remarks or disclaimer given by the Statutory Auditors in their Report which calls for any explanation.

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

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

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

Secretarial Auditors

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

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

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

Conservation of Energy And Technology Absorption

The Companys operations are not energy intensive. However, the Company has implemented various energy conservation measures, such as adopting good practices in all major offices for energy conservation like the use of LED lights, ban on one-time use plastic, energy-efficient appliances, sensor-based water faucets and sensor-based lighting systems in toilets. The corporate office building of the Company is an Indian Green Building Council Platinum certified building and is primarily focused on developing sustainable sites, increased water and energy efficiency, reduced waste and emissions, use of eco-friendly building materials, and improving indoor environmental quality more efficiently than conventional designs like energy-efficient windows, LED lighting, energy-efficient appliances, geothermal heat pumps, energy- efficient insulation etc.

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

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

Update on Technology Absorption

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

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

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

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

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

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

Awards and Recognitions

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

Secretarial Standards

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

Other Statutory Disclosures

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

• 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, 2023;

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

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

• There is 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 was no revision in the financial statements;

• There was no change in the nature of business;

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

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

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

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

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

Cautionary Statement

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

Acknowledgement

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

	For and on behalf of the Board
	One 97 Communications Limited
	Vijay Shekhar Sharma
Date: July 21, 2023	Chairman, Managing Director and Chief Executive Officer
Place: New Delhi	DIN: 00466521