The Board of Directors ("Board") hereby submits the 26^th Annual Report on the business and operations of One 97 Communications Limited ("Company" or "Our" or "We" or "Paytm") together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 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 fCrores, except earnings per share)

turning positive at 7552 Crores against a loss of 7(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.

The Company continues to strengthen leadership in merchant 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 signups 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 crossborder 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"):

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.

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 NonExecutive 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 25^th AGM 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 Directors ceased to hold office on the Board of the Company:

• 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 25^th 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 25^th 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 NonExecutive 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.

Auditors and Auditor's Report Statutory Auditors

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

The Report given by the Statutory Auditors on the Standalone Financial Statements of the Company and the Consolidated Financial Statements of the Company for the financial year ended March 31, 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 202930, and the same was approved by the Shareholders at the 25^th 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 energysaving 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 fagade 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 forwardlooking 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.

1

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.