One 97 Communications Limited (Paytm) has unveiled two significant restructuring initiatives aimed at streamlining its operations and complying with regulatory requirements. The company's board has approved these measures in a meeting held on October 15, 2025.

Transfer of Offline Merchants Payment Business

Paytm will transfer its Offline Merchants Payment Business to its wholly-owned subsidiary, Paytm Payments Services Limited (PPSL), through a slump sale. This move is designed to comply with the Reserve Bank of India's Master Directions on Payment Aggregators dated September 15, 2025.

Key points of the transfer include:

• The transferred business encompasses QR, soundbox, and EDC machine payments.
• Revenue generated by this business segment in FY 2024-25 was approximately INR 2,580.00 crores, representing 47.00% of Paytm's standalone revenue.
• The transfer is valued at approximately INR 960.00 crores, based on the book value of assets and liabilities.
• The transaction is expected to be completed by December 31, 2025, subject to necessary approvals.

This restructuring will consolidate Paytm's online and offline merchant payments businesses under PPSL, which has in-principle approval from the RBI to conduct Payment Aggregator Online (PA-O) business.

Group Structure Simplification

Paytm has also approved a group restructuring initiative to simplify its corporate structure. This involves acquiring stakes in multiple subsidiaries from Vijay Shekhar Sharma and related entities. The total consideration for these acquisitions is up to INR 4.02 crores.

Key acquisitions include:

Additionally, Paytm will convert debentures worth approximately INR 15.00 crores in Little Internet Private Limited, increasing its shareholding from 62.53% to about 78.00%.

All these transactions are expected to be completed by January 31, 2026.

Employee Stock Option Plan Update

In a separate announcement, Paytm's Nomination and Remuneration Committee approved the grant of 2,46,261 stock options to eligible employees under the One 97 Employees Stock Option Scheme 2019 (ESOP 2019). The committee also noted 9,69,511 lapsed stock options and 4,557 cancelled stock options.

Upcoming Financial Results

Paytm has scheduled a board meeting for November 4, 2025, to consider and approve the unaudited standalone and consolidated financial results for the quarter and half-year ended September 30, 2025. An earnings conference call for investors and analysts is planned for November 5, 2025.

These restructuring initiatives and upcoming financial disclosures underscore Paytm's efforts to enhance operational efficiency, comply with regulatory requirements, and maintain transparency with its stakeholders.

One 97 Communications Limited , the parent company of Paytm, has announced a significant restructuring move to comply with new regulatory guidelines. The company's board of directors has approved the transfer of its offline merchant payments business to Paytm Payments Services Limited (PPSL), a wholly-owned subsidiary.

Key Details of the Transfer

• Business Being Transferred: Offline Merchants Payment Business, which includes services through QR, soundbox, and EDC machine payments.
• Completion Deadline: December 31, 2025
• Transfer Method: Slump sale on a going concern basis
• Shareholder Approval: Required

Financial Implications

Rationale and Impact

The transfer is being undertaken to comply with the Reserve Bank of India's Master Directions on Regulation of Payment Aggregators dated September 15, 2025. This move will consolidate the group's online and offline merchant payments businesses under PPSL, which has in-principle approval from RBI to carry out Payment Aggregator Online (PA-O) business.

Key Points to Note

1. The transfer will not impact One 97 Communications' financials on a consolidated basis as PPSL is a wholly-owned subsidiary.
2. The consideration for the transfer will be based on the book value of assets and liabilities as of the effective date of transfer.
3. The transaction is considered a related party transaction but is being carried out at book value as part of an internal restructuring.

Regulatory Compliance

The company emphasized that this restructuring is aimed at ensuring all payment aggregation activities are housed within one regulated entity, in line with RBI guidelines. This is expected to build efficiency and synergy within the group.

Looking Ahead

As One 97 Communications adapts to evolving regulatory requirements in the fintech space, this strategic move underscores the company's commitment to compliance and operational efficiency. The completion of this transfer, subject to necessary approvals, marks a significant step in Paytm's corporate structure and regulatory compliance efforts.