Paytm Seeks Shareholder Approval for New Independent Director Appointment and Remuneration
One 97 Communications (Paytm) has issued a postal ballot notice for shareholder approval on two key resolutions: appointing Ms. Manisha Raj Raisinghani as a Non-Executive Independent Director for a 5-year term, and approving her remuneration framework. The proposed maximum annual remuneration is ₹48 lakhs, subject to committee roles and attendance. E-voting will run from December 30, 2025, to January 28, 2026. The appointment requires special resolution approval under SEBI Listing Regulations. Paytm reported profitability in Q1 and Q2 of FY 2026.

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One 97 Communications Limited (Paytm) has issued a postal ballot notice seeking shareholder approval for the appointment of a new Independent Director and associated remuneration arrangements. The notice outlines two key resolutions requiring member approval through remote e-voting.
Director Appointment Proposal
The company proposes to appoint Ms. Manisha Raj Raisinghani (DIN: 06798956) as a Non-Executive Independent Director. The Board of Directors, based on recommendations from the Nomination and Remuneration Committee, initially appointed her as an Additional Director.
| Resolution Details | Information |
|---|---|
| Appointment Term | 5 years |
| Resolution Type | Special Resolution |
| Current Status | Additional Director (3 months or until next AGM) |
| Retirement Liability | Not liable to retire by rotation |
Ms. Raisinghani brings extensive experience as the Founder and CEO of SiftHub, an AI-native platform for revenue teams. She previously co-founded LogiNext, a leading logistics automation and optimization SaaS platform used by global enterprises. Her educational background includes a Master's in Information Systems Management from Carnegie Mellon University.
Remuneration Framework
The second resolution seeks approval for Ms. Raisinghani's remuneration framework for three years. The proposed compensation structure follows the framework approved by members at the 24th Annual General Meeting.
| Compensation Component | Amount (₹ per annum) |
|---|---|
| Board Fee | 20.00 lakhs |
| Audit Committee Chairperson Fee | 12.00 lakhs |
| NRC/RMC Chairperson Fee | 6.00 lakhs |
| Audit Committee Member Fee | 6.00 lakhs |
| NRC/RMC Member Fee | 3.00 lakhs |
| Attendance-linked Fee | 8.00 lakhs |
| Maximum Total | 48.00 lakhs |
The remuneration will be paid on a pro-rata basis based on actual committee memberships and meeting attendance, with a minimum 75% attendance requirement for attendance-linked fees.
Voting Process and Timeline
The company has implemented a fully electronic voting process in compliance with Ministry of Corporate Affairs circulars. Physical postal ballot forms will not be distributed to members.
| Voting Schedule | Details |
|---|---|
| Cut-off Date | Friday, December 26, 2025 |
| E-voting Start | Tuesday, December 30, 2025 at 9:00 AM (IST) |
| E-voting End | Wednesday, January 28, 2026 at 5:00 PM (IST) |
| Results Declaration | On or before Friday, January 30, 2026 |
| Deemed Passing Date | Wednesday, January 28, 2026 |
The notice has been sent electronically to all members whose email addresses are registered with the company, registrar MUFG Intime India Private Limited, or depositories as of the cut-off date.
Regulatory Compliance
The appointment requires special resolution approval under Regulation 25(2A) of SEBI Listing Regulations. The company has engaged VAPN & Associates as scrutinizers, with Mr. Prabhakar Kumar (ICSI M. No. F5781) as the primary scrutinizer and Mr. Ashok Kumar (ICSI M. No. A55136) as the alternate.
Ms. Raisinghani has provided all required declarations, including confirmation of independence criteria under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of SEBI Listing Regulations. She has also registered with the Independent Directors' databank and completed the mandatory online proficiency assessment.
Financial Context
The proposed remuneration exceeds statutory limits under Section 197(1) of the Companies Act due to the company's current loss position but remains within Schedule V limits based on effective capital as of March 31, 2025. One 97 Communications achieved profitability milestones in Q1FY 2026 with EBITDA of ₹717.00 million and PAT of ₹1,226.00 million, continuing the trend in Q2FY 2026 with improved EBITDA of ₹1,422.00 million.
Historical Stock Returns for One 97 Communications
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +0.33% | -3.09% | -1.64% | +40.57% | +27.23% | -16.78% |
















































