One 97 Communications Limited has filed its Monitoring Agency Report for the quarter ended March 31, 2026, in compliance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Regulation 41 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The report was issued by Axis Bank Limited, the appointed Monitoring Agency, and has been reviewed by the Audit Committee and taken on record by the Board of Directors at their respective meetings held on May 06, 2026.

IPO Background and Issue Details

The disclosure pertains to the utilisation of proceeds raised through the company's Initial Public Offer. Key details of the issue are summarised below:

No Deviation Reported in IPO Proceeds Utilisation

The Monitoring Agency confirmed that there is no deviation from the objects stated in the offer document. All utilisation has been carried out in accordance with the disclosures made in the offer document, and no material deviations have been observed over earlier monitoring agency reports. All government and statutory approvals related to the objects have been obtained, and the means of finance for the disclosed objects have not changed.

Cost of Objects and Utilisation Progress

The revised total cost of objects stands at ₹8,119 Crore, marginally higher than the original cost of ₹8,113 Crore, owing to a revision in the General Corporate Purposes head. The following table presents the cost breakdown by object:

The progress in utilisation of IPO proceeds as at the end of the quarter ended March 31, 2026, is detailed below:

During the quarter ended March 31, 2026, utilisation under Object 2 comprised ₹0.50 Crore towards Payment Services and ₹13.50 Crore towards Commerce and Cloud Services, aggregating to ₹14 Crore for the quarter.

Deployment of Unutilised Proceeds

The unutilised IPO proceeds of ₹1,986 Crore have been deployed in bank deposits and bank balances, as detailed below:

It is noted that during the quarter ended March 31, 2026, the company received INR 13.02 Crore as interest on fixed deposits, which was transferred from the Axis Bank Monitoring Agency account to the General Purpose bank account.

Regulatory Compliance and Disclosure

The Monitoring Agency declared that the report provides a true and fair view of the utilisation of issue proceeds and that no direct or indirect interest or conflict of interest exists with the issuer, its promoters, directors, or management. The disclosure has been hosted on the company's investor relations website at https://ir.paytm.com/ . No timeline for completion of objects was specified in the object clause of the letter of offer, rendering the delay-in-implementation table not applicable.

One 97 Communications Limited, the parent entity of Paytm, disclosed on May 06, 2026, that its Nomination and Remuneration Committee (NRC) approved the grant of 1,77,044 stock options to eligible employees under the One 97 Employees Stock Option Scheme 2019 (ESOP 2019). The NRC meeting commenced at 05:30 p.m. (IST) and concluded at 06:00 p.m. (IST). The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Stock Option Grant Details

The NRC approved the grant of 1,77,044 stock options under ESOP 2019, each convertible into one fully paid-up equity share of face value ₹1. The exercise price has been set at ₹9 per stock option. The committee also took note of 4,90,055 lapsed and cancelled stock options — comprising 4,88,232 options that lapsed in accordance with the terms and conditions of ESOP 2019, and 1,823 options that were cancelled.

The following table summarises the key parameters of the stock option grant:

Stock options granted under ESOP 2019 may be exercised at any time during the period of continuous active employment from the date of vesting of the respective options. The scheme also provides for treatment of stock options in cases of death, permanent incapacity, resignation, termination, retirement, or abandonment. In the event of corporate actions such as rights issues, bonus issues, splits, consolidations, mergers, or other reorganisations, requisite adjustments shall be made in a fair and reasonable manner in accordance with ESOP 2019.

Equity Share Allotment and Capital Structure

In addition to the option grant, the NRC approved the allotment of 70,504 equity shares of face value ₹1 each, as fully paid-up, to eligible employees upon exercise of vested options under ESOP 2019. The allotment date is May 06, 2026, with the distinctive numbers of the shares ranging from 65,56,76,423 to 65,57,46,926 (both inclusive). The exercise price per share stood at ₹9, with a premium of ₹8 per share.

The key details of the allotment and resultant capital structure are presented below:

Consequent to the allotment, the issued, subscribed, and paid-up equity share capital of the company increased from 64,01,09,676 equity shares to 64,01,80,180 equity shares. All newly allotted equity shares rank pari-passu with the existing equity shares of the company in all respects, and no lock-in applies to these shares.

Regulatory Compliance

The stock option grant and allotment are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The original ESOP 2019 scheme was filed with the National Stock Exchange of India Limited on December 7, 2021 and March 8, 2022 (filing numbers 29276 and 30286), and with BSE Limited on December 6, 2021 and March 8, 2022 (filing numbers 143088 and 148040). The disclosure has been made by Company Secretary and Compliance Officer Sunil Kumar Bansal, and will also be hosted on the company's investor relations website at ir.paytm.com.