One 97 Communications disclosed that Resilient Asset Management B.V. intends to execute a block market trade to sell up to 4.98% of its shareholding in the company. The move follows an existing Optionally Convertible Debenture (OCD) arrangement with Antfin (Netherlands) Holding B.V., which retains the economic value from the sale.

Resilient originally acquired approximately 10.20% equity stake in One 97 Communications from Antfin against OCDs issued to Antfin, as disclosed on August 7, 2023. The current proposal involves selling a portion of this holding through a block trade mechanism rather than open market transactions.

Transaction Structure

The block trade operates within the framework of the OCD agreement between Resilient and Antfin. Key structural elements include:

• Resilient acts as the legal seller of the shares
• Antfin retains all economic value generated from the transaction
• The company is not a party to the transaction
• No change occurs in the founder's direct shareholding

This structure allows Antfin to realize economic benefits from the share sale while maintaining its underlying economic interest through the OCD mechanism. The transaction was disclosed pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

What the Numbers Show

Resilient holds approximately 10.20% stake acquired from Antfin, with the current proposal targeting up to 4.98% for sale via block trade. This represents roughly half of Resilient's total holding being offered through this single transaction mechanism. The remaining stake continues to be governed by the same OCD arrangement with Antfin retaining economic interest.

The disclosure indicates that One 97 Communications serves only as the listed entity facilitating transparency requirements. The actual economic relationship remains between Resilient and Antfin, with the company explicitly stating it is not a party to the transaction and that founder shareholding remains unchanged.

One 97 Communications Key Managerial Personnel have received a show cause notice from the Securities and Exchange Board of India (SEBI) regarding regulatory compliance issues linked to a corporate announcement made nearly three years ago. The notice, dated August 11, 2026, questions the timing of disclosure and the classification of certain information as unpublished price sensitive information (UPSI) under insider trading regulations.

The company filed a disclosure with the Bombay Stock Exchange and the National Stock Exchange on August 12, 2026, pursuant to Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The filing confirms that the Key Managerial Personnel, referred to as "Noticees" in the document, are currently evaluating the contents of the show cause notice.

Regulatory Context

The show cause notice was issued under Rule 4 of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995. It specifically addresses potential violations related to:

• Regulation 30(6)(iii) read with Regulation 30(4)(i)(c) of the SEBI Listing Regulations, concerning the timing of disclosure.
• Regulations 9A(1) and 9A(2)(b) read with Regulation 2(1)(n) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, regarding the classification of information as UPSI.

The scrutiny centers on the Company's Corporate Announcement dated December 06, 2023. The Noticees are required to submit their response to the show cause notice within 14 days from the date of receipt, which was August 11, 2026.

Financial Implications

In its disclosure, One 97 Communications stated that no financial impact on the listed company is expected from this regulatory action. The filing further noted that no penalty, restriction, or sanction has been imposed pursuant to the communication at this stage.

Sunil Kumar Bansal, Company Secretary and Compliance Officer of One 97 Communications, signed the disclosure, declaring that the information provided is true, correct, and complete to the best of his knowledge. The details of the show cause notice were enclosed in Form A as required by SEBI Master Circular Nos. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.