One 97 Communications Ltd, the parent company of Paytm, has approved the transfer of its offline merchant payments business to its wholly owned subsidiary, Paytm Payments Services Ltd (PPSL), to comply with the Reserve Bank of India’s guidelines for payment aggregators.
In a stock exchange filing, the company stated that the transfer will consolidate its online and offline merchant payments businesses under PPSL. The subsidiary has received in-principle approval from the RBI to operate as a payment aggregator for online transactions. This consolidation will ensure that all payment aggregation activities are carried out under a single regulated entity, improving efficiency and synergy within the group.
The offline merchant payments business covers merchants using QR codes, Soundbox, and EDC machine payments. The transfer will be executed as a slump sale on a going-concern basis, subject to shareholder and board approvals at PPSL. As the transfer is to a wholly owned subsidiary, it will not affect the company’s consolidated financials.
“The transfer is being undertaken to take steps to comply with the Reserve Bank of India’s Master Directions on Regulation of Payment Aggregators dated September 15, 2025,” the filing stated.
The filing further noted that the transfer will be carried out at book value as part of an internal restructuring. This consolidation aligns with regulatory requirements and is aimed at operational efficiency. There will be no change in the ultimate ownership or control of the business.
For the financial year 2024-25, the offline merchant payments business reported revenue of around ₹2,580 crore, accounting for about 47 per cent of the company’s standalone revenue. The net worth of the transferred business as of March 31, 2025, was approximately ₹960 crore, representing 7.45 per cent of the standalone net worth.
The transfer is expected to be completed on or before December 31, 2025, subject to all required approvals and fulfilment of conditions under the Business Transfer Agreement. The company clarified that the transaction is not part of any Scheme of Arrangement and will be executed through a direct agreement between One 97 Communications and PPSL.
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