ONE 97 COMMUNICATIONS LIMITED

1 PROSPECTUS. Dated November 11, 2021. Please read Section 32 of the Companies Act, 2013. 100% Book Building Offer ONE 97 COMMUNICATIONS LIMITED . Our Company was incorporated as One 97 COMMUNICATIONS Private LIMITED , a private LIMITED company under the Companies Act, 1956, at New Delhi, pursuant to a certificate of incorporation dated December 22, 2000 issued by the Assistant Registrar of Companies, National Capital Territory of Delhi and Haryana. Subsequently, the name of our Company was changed to One 97 COMMUNICATIONS LIMITED , pursuant to a fresh certificate of incorporation dated May 12, 2010 issued by the Deputy Registrar of Companies, National Capital Territory of Delhi and Haryana, at New Delhi. For further details in relation to the change in the registered office of our Company, see History and Certain Corporate Matters on page 218.

2 Corporate Identity Number: U72200DL2000 PLC108985. Registered Office: First Floor, Devika Tower, Nehru Place, New Delhi 110 019, India; Tel: +91 11 2628 0280; Website: Corporate Office: B-121, Sector 5, Noida, Uttar Pradesh 201 301, India Contact Person: Mr. Amit Khera, Company Secretary and Compliance Officer; Tel: +91 120 4770770; E-mail: OUR COMPANY IS A PROFESSIONALLY MANAGED COMPANY AND DOES NOT HAVE AN IDENTIFIABLE PROMOTER. INITIAL PUBLIC OFFERING OF 85,116,278* EQUITY SHARES OF FACE VALUE OF 1 EACH ( EQUITY SHARES ) OF ONE 97 COMMUNICATIONS LIMITED (THE COMPANY OR THE ISSUER ) FOR CASH AT A PRICE OF 2,150 PER. EQUITY SHARE (INCLUDING A SHARE PREMIUM OF 2,149 PER EQUITY SHARE) (THE OFFER PRICE ) AGGREGATING TO 183,000 MILLION, COMPRISING A FRESH ISSUE OF 38,604,651* EQUITY SHARES AGGREGATING TO.

3 83,000 MILLION (THE FRESH ISSUE ) AND AN OFFER FOR SALE OF 46,511,627* EQUITY SHARES AGGREGATING TO 100,000 MILLION, COMPRISING 1,872,802* EQUITY SHARES AGGREGATING TO 4, MILLION BY MR. VIJAY. SHEKHAR SHARMA (THE FOUNDER SELLING SHAREHOLDER ), 21,881,079* EQUITY SHARES AGGREGATING TO 47, MILLION BY ANTFIN (NETHERLANDS) HOLDING , 3,650,318* EQUITY SHARES AGGREGATING TO . 7, MILLION BY SINGAPORE E-COMMERCE PRIVATE LIMITED , 348,940* EQUITY SHARES AGGREGATING TO MILLION BY ELEVATION CAPITAL V FII HOLDINGS LIMITED , 297,700* EQUITY SHARES. AGGREGATING TO MILLION BY ELEVATION CAPITAL V LIMITED , 6,175,121* EQUITY SHARES AGGREGATING TO 13, MILLION BY SAIF III MAURITIUS COMPANY LIMITED , 2,621,542* EQUITY SHARES AGGREGATING. TO 5, MILLION BY SAIF PARTNERS INDIA IV LIMITED , 7,855,970* EQUITY SHARES AGGREGATING TO 16, MILLION BY SVF PANTHER (CAYMAN) LIMITED AND 1,403,601* EQUITY SHARES AGGREGATING TO 3, MILLION BY BH INTERNATIONAL HOLDINGS, (THE INVESTOR SELLING SHAREHOLDERS ) AND 404,554* EQUITY SHARES AGGREGATING TO MILLION BY THE PERSONS LISTED IN THIS PROSPECTUS (THE OTHER.)

4 SELLING SHAREHOLDERS , AS DEFINED BELOW) (THE FOUNDER SELLING SHAREHOLDER, THE INVESTOR SELLING SHAREHOLDERS AND THE OTHER SELLING SHAREHOLDERS, COLLECTIVELY, THE SELLING. SHAREHOLDERS , AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE OFFERED SHARES ) (SUCH OFFER FOR SALE BY THE SELLING SHAREHOLDERS, THE OFFER FOR SALE AND TOGETHER. WITH THE FRESH ISSUE, THE OFFER ). *. Subject to finalization of the Basis of Allotment THE FACE VALUE OF THE EQUITY SHARES IS 1. THE OFFER PRICE IS 2,150 TIMES THE FACE VALUE OF THE EQUITY SHARES. THE OFFER CONSTITUTES OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR. COMPANY. The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the SCRR ) read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ( SEBI ICDR Regulations ).

5 The Offer was made through the Book Building Process, in compliance with Regulation 6(2) of the SEBI ICDR Regulations, where not less than 75% of the Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ( QIBs ) (the QIB Portion ), provided that our Company, in consultation with the Book Running Lead Managers allocated up to 60% of the QIB Portion to Anchor Investors, on a discretionary basis (the Anchor Investor Portion ), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which Equity Shares were allocated to Anchor Investors. Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price.

6 Further, not more than 15% of the Offer was made available for allocation on a proportionate basis to Non-Institutional Investors ( NIIs ) and not more than 10% of the Offer was made available for allocation to Retail Individual Bidders ( RIBs ), in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. All Bidders (other than Anchor Investors) were required to mandatorily participate in this Offer through the Application Supported by Blocked Amount ( ASBA ) process, and were required to provide details of their respective bank account (including UPI ID for RIBs using UPI Mechanism) in which the Bid Amount were blocked by the SCSBs or the Sponsor bank , as the case may be. Anchor Investors were not permitted to participate in the Offer through the ASBA process.

7 For details, specific attention is invited to Offer Procedure on page 491. RISKS IN RELATION TO THE FIRST OFFER. This being the first public issue of the Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is 1. The Floor Price, Cap Price and Offer Price determined by our Company and the Investor Selling Shareholders, in consultation with the Book Running Lead Managers, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under Basis for Offer Price on page 135 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.

8 GENERAL RISK. Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment . Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India ( SEBI ), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to Risk Factors on page 38.

9 ISSUER'S AND SELLING SHAREHOLDERS' ABSOLUTE RESPONSIBILITY. Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms the statements specifically made by such Selling Shareholder in this Prospectus to the extent of information pertaining to itself and respective portion of its Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect.

10 However, each Selling Shareholder assumes no responsibility for any other statements, including without limitation, any and all statements made by or relating to our Company or any other Selling Shareholders or any other person(s) in this Prospectus. LISTING. The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received in-principle' approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters dated August 3, 2021 and July 29, 2021, respectively. For the purposes of the Offer, BSE LIMITED is the Designated Stock Exchange. A signed copy of the Red Herring Prospectus has been and a signed copy of this Prospectus shall be delivered to the RoC in accordance with Section 26(4) of the Companies Act, 2013.