ONE GLOBAL SERVICE PROVIDER LIMITED — Proxy Solicitation & Information Statement 2024

Apr 15, 2024

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Date: 15.04.2024

To, BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

Scrip Code: 514330

Sub: Intimation under Regulations 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended SEBI (‘Listing Regulations’) – Notice of the meeting of the Equity Shareholders convened as per directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (‘NCLT’)

Ref: Scheme of Amalgamation between Plus Care Internationals Private Limited (“Transferor Company”) with One Global Service Provider Limited (“Transferee Company’’) and their respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013.

Pursuant to the provisions of Regulations 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 we have to inform you that, as per the Order dated 13[th] March, 2024, of NCLT Mumbai Bench, Mumbai, the Extraordinary General meeting of the Equity Shareholders of the Company will be held on Thursday, 9[th] May, 2024 (‘Meeting’), as per the schedule set out below, for the purpose of considering, and if thought fit, approving, the Scheme.

Class of Meetings	Time (IST)	Mode and Venue	Remote e-voting start and end date and time
Equity Shareholders	1:00 P.M	Through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”)	Monday, 6thMay, 2024 at 9:00 a.m. (IST) to Wednesday, 8thMay, 2024 at 5:00 p.m.

The notice and explanatory statement to be sent to the shareholders of the company is annexed herewith.

The notice and the accompanying documents are also available on the website of the company at https://www.1gsp.in/

ONE GLOBAL SERVICE PROVIDER LIMITED

(Formerly known as Overseas Synthetics Limited)

CIN: L74110MH1992PLC367633

Telephone: 8657527323 Website: www.1gsp.in E-mail: 1connect@1gsp.in Registered Address: 6[th] Floor, 601 E Wing, Trade Link Building, B & C Block Senapati Bapat Marg, Kamala Mill Compound, Lower Parel (W) Delisle Road, Mumbai, Maharashtra - 400013

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Kindly take the same on record.

For, ONE GLOBAL SERVICE PROVIDER LIMITED

SANJAY Digitally signed by SANJAY LALBHADUR LALBHADUR UPADHAYA Date: 2024.04.15 18:57:52 UPADHAYA +05'30'

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SANJAY UPADHAYA MANAGING DIRECTOR DIN: 07497306

ONE GLOBAL SERVICE PROVIDER LIMITED

(Formerly known as Overseas Synthetics Limited)

CIN: L74110MH1992PLC367633

Telephone: 8657527323 Website: www.1gsp.in E-mail: 1connect@1gsp.in Registered Address: 6[th] Floor, 601 E Wing, Trade Link Building, B & C Block Senapati Bapat Marg, Kamala Mill Compound, Lower Parel (W) Delisle Road, Mumbai, Maharashtra - 400013

NOTICE OF MEETING OF EQUITY SHAREHOLDERS OF ONE GLOBAL SERVICE PROVIDER LIMITED

(Convened pursuant to an order dated 13[th ] March, 2024 passed by the Hon’ble National Company Law Tribunal, Bench at Mumbai)

MEETING:

Day	**: **	Thursday
Date	**: **	9thMay 2024
Time	:	1:00P.M.
Venue	:	Meeting through VC/OAVM (Deemed venue would be the Registered office Of One Global Service Provider Limited (the Company/Transferee Company).
Mode		As per the directions of the Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench, the Equity Shareholders Meeting shall be conducted through Video Conferencing/ Other Audio-Visual Means ( “VC/ OAVM” ) in accordance with the provisions of the applicable Circulars issued by the Ministry of Corporate Affairs ( the MCA Circulars) from time to time and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') and the Circulars issued, by the SEBI inthisregardfromtime to time.

REMOTE E-VOTING 128376 EVSN May 3, 2024, Friday Cut-off date for determining the Equity Shareholders entitled to vote May 6,2024, Monday Commencement of remote e-voting period End of remote e-voting period May 8, 2024, Wednesday E-voting facility shall be available to the Equity shareholders for 30 minutes after conclusion of the meeting.

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INDEX

	INDEX
Sr. **No. **	Contents	Page No.
**1. **	Notice convening the meeting of the Equity Shareholders of One Global Service Provider Limited (the Transferee Company) under the provisions of Sections 230-232 of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations)Rules, 2016 as amendedfromtime to time.	4-6
**2. **	Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 as amendedfromtime to time	17-27
**3. **	Annexure 1 Scheme of Amalgamation of Plus Care Internationals Private Limited (“Transferor Company”) with One Global Service Provider Limited (“Transferee Company’’)and their respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013	28-67
**4. **	Annexure 2 Latest Net Worth Certificate and as on effective date Certificate issued by Chartered Accountant along with statement of assets and liabilities of OGSPL for both pre and post the scheme of amalgamation.	68-76
**5. **	Annexure 3 Valuation Report dated 06.03.2023 issued by Anil Dad Partner in DDA& Co.	77-94
**6. **	Annexure 4 Fairness Opinion dated 06.03.2023 issued by Monarch Networth Capital Limited	95-103
**7. **	Annexure 5 Copy of the observation letter no. DCS/AMAL/TL/R37/2892/2023-24 dated 30th August, 2023 from BSE Limited to One Global Service Provider Limited (the Transferee Company)	104-106
**8. **	Annexure 6 Complaints Report dated 06.04.2023 submitted by One Global ServiceProvider Limited (theTransferee Company) toBSE Limited.	107
**9. **	Annexure 7 Copy of Order received from the Hon’ble National Company Law Tribunal,Mumbai Bench	108-119
10.	Annexure 8 Compliance Report dated 06.03.2023 submitted by One Global ServiceProvider Limited (theTransferee Company) toBSE Limited.	120
11.	Annexure 9 Audited Financial Statements of One Global Service Provider Limited (the Transferee Company) for the Financial Year ended 31stMarch, 2023	121-158
12.	Annexure 10 Unaudited Financial Statements along with Limited Review Report fortheNinemonths ended 31stDecember, 2023.	159-162

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13.	Annexure 11 Audited Financial Statements dated 31stMarch, 2023 of Plus Care Internationals Private Limited (the Transferor Company).	163-191
14.	Annexure 12 Abridged Prospectus of Plus Care Internationals Private Limited (theTransferorCompany)	192-203

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NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS (WHICH INCLUDES PUBLIC SHAREHOLDERS) OF ONE GLOBAL SERVICE PROVIDER LIMITED

To,

The Equity Shareholders of ONE GLOBAL SERVICE PROVIDER LIMITED :

NOTICE is hereby given that in pursuance with an order dated 13[th] March, 2024 and certify true copy received on 18[th] March, 2024 (hereinafter referred to as the “ Order ”), the Hon’ble National Company Law Tribunal, Mumbai Bench, Mumbai (hereinafter referred to as “ NCLT ”) has directed convening of a meeting of the Equity Shareholders (hereinafter referred to as the “ equity shareholders ”) of One Global Service Provider Limited (hereinafter referred to as the “ Transferee Company ”) for the purpose of considering, and if thought fit, approving the arrangement embodied in the Scheme of Amalgamation of Plus Care Internationals Private Limited (transferor Company) amalgamating with One Global Service Provider Limited and their respective shareholders and creditors (hereinafter referred to as the “ Scheme ”) pursuant to the provisions of Sections 230-232 of the Companies Act, 2013 (hereinafter referred to as the “ Companies Act ”) and the other applicable provisions thereof and applicable rules thereunder.

In pursuance of the Order and as directed therein further, this Notice is hereby given that a meeting of the equity shareholders of the Transferee Company will be held on 9[th] May 2024 at 1:00 P.M. through two-way Video Conference (“ VC ”) (hereinafter referred to as the “ Meeting ”) in compliance with the applicable provisions of the Companies Act; and General Circulars No. 14/2020 dated April 8, 2020; No. 17/2020 dated April 13, 2020; No. 20/2020 dated May 5, 2020; No. 22/2020 dated June 15, 2020; No. 33/2020 dated September 28, 2020; No. 39/2020 dated December 31, 2020; No. 10/2021 dated June 23, 2021; No. 20/2021 dated December 8, 2021; No. 21/2021 dated December 14, 2021; and No. 3/2022 dated May 5, 2022 and General Circular No.09/2023 dated September 25,2023 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as the “ MCA Circulars ”) and the equity shareholders are requested to attend the Meeting to transact the following business:

To consider and if thought fit, to pass, the following resolution for approval of the Scheme by requisite majority:

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013, circulars and notifications made thereunder (including any statutory modification or reenactment thereof) as may be applicable, the Securities and Exchange Board of India Master Circular Nos. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June, 2023, and SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23rd November, 2021, the observation letter no. DCS/AMAL/TL/R37/2892/2023-24 dated 30th August, 2023 issued by BSE Limited and subject to the provisions of the Memorandum and Articles of Association of the Company (

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as amended from time to time) and subject to the approval of Hon'ble National Company Law Tribunal, Bench at Mumbai ("NCLT") and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the ( "Board"), which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the arrangement embodied in the Scheme of Amalgamation of Plus Care Internationals Private Limited (“Transferor Company”) with One Global Service Provider Limited (“Transferee Company’’) and their respective Shareholders & Creditors ("Scheme"), be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient, including, without limitation, to settle any questions, difficulties or doubts that may arise in relation to the same and to give effect to this Resolution.”

TAKE FURTHER NOTICE that since this Meeting is held pursuant to the Order passed by the NCLT and in compliance with the MCA Circulars through VC, physical attendance of the equity shareholders & Creditors has been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders & Creditors will not be available for the present Meeting and hence, the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Section 113 of the Companies Act, authorized representatives of institutional/corporate shareholders may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC facility and e- voting during the Meeting provided that such equity shareholder sends a scanned copy (PDF/JPG Format) of its board or governing body resolution/authorization etc., authorizing its representative to attend the Meeting through VC on its behalf, vote through e-voting during the Meeting and/or to vote through remote e-voting, to the scrutinizer at (Scrutinisershukla@gmail.com) with a copy marked to (evoting@nsdl.com) by quoting the concerned DP ID and Client ID or Folio Number, before the remote e-voting or e-voting during the Meeting, as the case may be.

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The NCLT has appointed Mr. Sanjay Upadhaya, to be the Chairman and CA Rahul Shukla as the scrutinizer of the said meeting including for any adjournment or adjournments thereof.

The Scheme, if approved in the aforesaid meeting, will be subject to the subsequent approval of NCLT, Mumbai.

Registered Office:

By Order of the Board of Directors For One Global Service Provider Limited

6th Floor, 601 E Wing, Trade Link Building, B & C Block Senapati Bapat Marg, Kamala Mill Compound, Lower Parel (W) Delisle Road, Mumbai, Maharashtra - 400013

Place : Mumbai Date : 15.04.2024

Sd/- Sanjay Lalbhadur Upadhaya Managing Director DIN: 07497306

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NOTES:

1. A copy of the Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 as amended from time to time , the Scheme and the other documents / enclosures as indicated in the Index are enclosed.

2. Pursuant to General Circular No.11/2022 dated December 28, 2022 and General Circular No.09/2023 dated September 25, 2023 issued by Ministry of Corporate Affairs (“MCA Circulars”) and SEBI Circular SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th January, 2023 and SEBI/HO/CFD-PoD-2/P/CIR/2023/167 Dated 7th October, 2023 issued by the Securities and Exchange Board of India (“SEBI Circulars”) permitted the holding of the EGM through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the above and the relevant provisions of the Companies Act, 2013 ('the Act') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the EGM of the Company is being held through VC / OAVM.

3. Since the EGM being held through VC/OAVM, the Route Map, Attendance Slip and proxy form are not attached to this Notice.

4. The Members can join the EGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

5. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs as aforesaid, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM will be provided by NSDL.

7. In line with the Ministry of Corporate Affairs (MCA) Circular No.11/2022 dated December 28, 2022 and General Circular No.09/2023 dated September 25, 2023, the Notice calling the EGM has been uploaded on the website of the Company at https://www.1gsp.in/ The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

8. EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA General Circular No.11/2022 dated December 28, 2022 and General Circular No.09/2023 dated September 25, 2023.

9. In case of joint holders, the Member whose name appears as the first holder in the order of the names as per the Register of Members of the Company will be entitled to vote at the meeting.

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1. Pursuant to Section 72 of the Companies Act, 2013, shareholders are entitled to make nomination in respect of shares held by them in physical form. Shareholders desirous of making nominations are requested to fill and send form 2B (Copy of which will be made available on request).

2. In all correspondence with the company, members are requested to quote their Account/Folio numbers and in case their shares are held in dematerialized form, they must quote their client ID number and their DPID number.

3. The Company has designated an exclusive email address i.e. 1connect@1gsp.in which would enable the members to post their grievances and monitor its redressed. Any member having any grievance may post the same to the said Email address for its quick redressed.

4. In terms of circulars issued by Securities Exchange Board of India (SEBI), it is now mandatory to furnish a copy of PAN Card to the Registrar and Share Transfer Agent in case of Transfer of Shares, Deletion of name, Transmission of Shares and Transposition of Shares. Shareholders are requested to furnish copy of PAN card for all above mentioned transactions.

5. SEBI has notified for compulsory trading of shares of the Company in dematerialization form so members, who have not dematerialized their shares are advised to contact Depository Participant in this regard.

6. The NCLT has appointed CA Rahul Shukla (Membership No. 046634) proprietor of Rahul Shukla & Associates as the scrutinizer of the said meeting for conducting the voting and E-voting process in a fair and transparent manner

7. The Scrutinizer shall after the conclusion of voting at the EGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e- voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than one working days of the conclusion of the EGM, a consolidated scrutinizer report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forth with.

8. The Result declared along with the report of the scrutinizer shall be placed on the website of the Company https://www.1gsp.in/.

9. The voting rights of Members shall be in proportion to their shares of the Paid-up Equity Share Capital of the Company. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on cut of date i.e. 3[rd] May, 2024.

10. Any persons, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 12[th] April, 2024, may obtain the login ID and password by sending a request at Issuer/ RTA

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1. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to attend the EGM.

2. A member may participate in the EGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the EOGM.

3. The Register of Members and Share Transfer Books will remain closed 3[rd] May, 2024 to 9[th] May, 2024(both days inclusive) for the purpose of Extra-Ordinary General Meeting (EGM).

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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Monday 6[th] May, 2024 at 9:00 A.M. and ends on Wednesday 8[th] May, 2024 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Friday 3[rd] May 2024, may cast their vote electronically.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

• A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholde rs

Login Method

Individual Shareholder s holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

Individual Shareholder s holding securities in demat mode with CDSL

1) Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 2) After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegis tration 4) Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.com home page. The system will authenticate the user bysendingOTP on registered Mobile

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& Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.

Individual Shareholder s (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990and1800 224430
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

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1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log- in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in

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     - physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered.**

1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and who’s voting cycle and General Meeting is in active status.

2. Select “128376” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting.

3. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

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8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to Scrutinisershukla@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre, Manager at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e- voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to 1connect@1gsp.in mailto:cs@joydevelopers.com .

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to 1connect@1gsp.in. If you are an Individual shareholders holding securities in demat mode, you are requested to -

refer to the login method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number -

and email ID correctly in their demat account in order to access e Voting facility.

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THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at 1connect@1gsp.in . The same will be replied by the company suitably.

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EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. Pursuant to the order dated 13[th] March, 2024 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench, Mumbai (hereinafter referred to as “NCLT”), in Company Scheme Application No. CA (CAA) 11 (MUM) of 2024 (hereinafter referred to as the “Order”), a meeting of the equity shareholders of One Global Service Provider Limited (hereinafter referred to as the “ Transferee Company ””, is being convened through two-way Video Conference (hereinafter referred to as the “ VC ”),on 9 May 2024 at 1:00 P.M., for the purpose of considering, and if thought fit, approving the Composite Scheme of Amalgamation of One Global Service Provider Limited and Plus Care Internationals Private Limited and their respective shareholders and creditors (“ Scheme ”) under Sections 230-232 of the Companies Act, 2013 (hereinafter referred to as the “ Act ”), and other applicable provisions of the Act, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ( “Rules” ). A copy of the Scheme, which has been, inter alios , approved by the Audit Committee, Committee of Independent Directors and the Board of Directors of the Transferee Company/Amalgamating Company at their respective meetings, Capitalised terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.

3. The Scheme, inter alia , provides for the:

4. (a) amalgamation of the One Global Service Provider Limited and Plus Care Internationals Private Limited, with effect from the Appointed Date 19[th] January, 2023 ( as defined in the Scheme ) pursuant to Sections 230-232, and other relevant provisions of the Act, in the manner provided for in the Scheme and in compliance with the provisions of the Income Tax Act (as defined in the Scheme).

5. In terms of the Order, the quorum for the said meeting shall be 15 (Fifteen) equity shareholders of the Transferee Company. Equity Shareholders attending the meeting through VC, either by themselves or through their authorised representative, shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

6. Further in terms of the Order, NCLT has appointed Sanjay Upadhaya, to be the Chairperson of the meeting including for any adjournment or adjournments thereof.

7. Further in terms of the Order, NCLT has appointed CA Rahul Shukla, Membership No. 046634 proprietor of Rahul Shukla & Associates, to be the Scrutiniser of the meeting including for any adjournment or adjournments thereof.

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1. This statement is being furnished as required under Sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the Rules.

The Transferee Company is seeking the approval of its equity shareholders to the Scheme by way of voting through remote e-voting and e-voting during the Meeting. Master Circular, under reference no. SEBI circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June, 2023, as amended from time to time (hereinafter referred to as the “SEBI Circular”) issued by the Securities and Exchange Board of India (hereinafter referred to as the “SEBI”), inter alia, provides that approval of Public Shareholders of the Transferee Company to the Scheme shall be obtained by way of voting through remote e- voting and e-voting during the Meeting. Since, the Transferee Company is seeking the approval of its equity shareholders (to the Scheme by way of voting through remote e-voting and e-voting during the Meeting, no separate procedure for voting through remote e-voting and e-voting during the Meeting would be required to be carried out by the Transferee Company for seeking the approval to the Scheme by its Public Shareholders in terms of SEBI Circular. Even otherwise, there are no promoters of the Transferee Company/. The aforesaid notice sent to the equity shareholders of the Transferee Company would be deemed to be the notice sent to the Public Shareholders of the Transferee Company. For this purpose, the term “Public” shall have the meaning assigned to it in Rule 2 of the Securities Contracts (Regulations) Rules, 1957 and the term “Public Shareholders” shall be construed accordingly.

NCLT, by its Order, has, inter alia, held that since the Transferee Company is directed to convene a meeting of its equity shareholders, which includes Public Shareholders, and the voting in respect of the equity shareholders, which includes Public Shareholders, is through remote e-voting and e-voting during the Meeting, the same is in sufficient compliance of SEBI Circular.

The scrutinizer appointed for conducting the remote e-voting and e-voting during the Meeting will however submit his separate report to the Chairperson of the Meeting of the Transferee Company or to the person so authorised by him after completion of the scrutiny of the remote e-voting and e-voting during the Meeting cast by the Public Shareholders so as to announce the results of the remote e-voting and e-voting during the Meeting exercised by the Public Shareholders of the Transferee Company. In terms of the SEBI Circular, the Scheme shall be acted upon only if the votes cast by the Public Shareholders through remote e-voting and e-voting during the Meeting in favour of the resolution for approval of Scheme are more than the number of votes cast by the Public Shareholders against it.

1. The Scheme shall be considered approved by the equity shareholders of the Transferee Company if the resolution mentioned in the Notice has been approved by majority of persons representing three-fourth in value of the equity shareholders voting through e-voting during the Meeting or by remote e-voting, in terms of the provisions of Sections 230 – 232 of the Act.

2. In terms of the Order, if the entries in the records/registers of the Transferee Company in relation to the number or value, as the case may be, of the equity shares are disputed, the Chairperson of the Meeting shall determine the number

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or value, as the case may be, for the purposes of the said Meeting and his decision in that behalf shall be final.

 The Pre & Post -Arrangement (expected) shareholding pattern of OGSPL as on 31[st] March, 2024 are as under:

		Pre - Arrangement	Pre - Arrangement	Post -Arrangement	Post -Arrangement
Sr. No.	Category	No. of fully paid up equity shares held	Shareholding as a % of total no. of shares	No. of fully paid up equity shares to be held	Shareholding g as a % of total no. of shares
A)	Promoter and Promoter Group
1)	Indian
a)	Individuals/Hindu undivided family	2096432	29.51	14414528	73.76
b)	Body Corporate	-	-	-	-
c)	Trust	-	-	-	-
	Sub-Total (A)(1)	2096432	29.51	14414528	73.76
2)	Foreign	-	-	-	-
a)	Body Corporate (through GDRs)	-	-	-	-
	Sub-Total (A)(2)	-	-	-	-
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1) + (A)(2)	2096432	29.51	14414528	73.76
B)	Public Shareholding
1)	Institutions	-	-	-	-
A	Mutual Funds	-	-	-	-
B	Foreign Portfolio Investors	-	-	-	-
C	Financial Institutions/ Banks	-	-	-	-
D	Insurance Companies	-	-	-	-
e	Foreign Institutional Investors ( FII’s)	-	-	-	-
	Sub Total (B) (1)

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2)	Central Government/State Government(s)/ President of India	-	-	-	-
	Sub Total (B)(2)
3)
A)	i. Individual shareholders holding nominal share capital upto Rs.2 lakhs	1651380	23.24	1771580	9.06
	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs	2188260	30.80	2188260	11.19
b)	NBFCs Registered with RBI	-	-	-	-
c)	Overseas Depositories (Holding GDRs)	-	-	-	-
d)	Any Other	-	-	-	-
	Trusts	-	-	-	-
	Hindu Undivided Family	-	-	-	-
	Overseas Corporate Bodies	-	-	-	-
	Non-Resident Indians	1008553	14.19	1008553	5.16
	Clearing Members	-	-	-	-
	Bodies Corporate	160082	2.25	160082	0.81
	Non-Residents Indians	-	-	-	-
	Other Director	-	-	-	-
	Sub Total (B)(3)	5008275	70.49	5128475	26.24
	Total Public Shareholding (B)= (B)(1) + (B)(2) + (B)(3)	5008275	70.49	5128475	26.24
	Total Shareholding (A+B)	7104707	100	19543003	100

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The Pre & Post -Arrangement (expected) shareholding pattern of PCIPL as on 31[st] March, 2024 are as under:

		Pre - Arrangement	Pre - Arrangement	Post -Arrangement	Post -Arrangement
Sr. No.	Category	No. of fully paid up equity shares held	Shareholding as a % of total no. of shares	No. of fully paid up equity shares to be held	Shareholding as a % of total no. of shares
A)	PromoterandPromoterGroup
1)	Indian
a)	Individuals/Hind u undivided family	10000	96.63	-	-
b)	Body Corporate	-	-	-	-
c)	Trust	-	-	-	-
	Sub-Total (A)(1)	10000	96.63	-	-
2)	Foreign	-	-	-	-
a)	Body Corporate (through GDRs)	-	-	-	-
	Sub-Total (A)(2)	-	-	-	-
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1) + (A)(2)	10000	96.63	-	-
B)	Public Shareholding	-	-	-	-
1)	Institutions	-	-	-	-
A	Mutual Funds	-	-	-	-
B	Foreign Portfolio Investors	-	-	-	-
C	Financial Institutions/ Banks	-	-	-	-
D	Insurance Companies	-	-	-	-
e	Foreign Institutional Investors (FII’s)	-	-	-	-
	Sub Total (B) (1)	-	-	-	-

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2)	Central Government/Sta te Government(s)/ President of India	-	-	-	-
	Sub Total (B)(2)	-	-	-	-
3)				-	-
A)	i. Individual shareholders holding nominal share capital upto Rs.2 lakhs	348	3.37	-	-
	ii. Individual shareholders holding nominal share capital in excess of Rs.2lakhs	-	-	-	-
b)	NBFCs Registered with RBI	-	-	-	-
c)	Overseas Depositories (Holding GDRs)	-	-	-	-
d)	Any Other	-	-	-	-
	Trusts	-	-	-	-
	Hindu Undivided Family	-	-	-	-
	Overseas Corporate Bodies	-	-	-	-
	Non- Resident Indians	-	-	-	-
	Clearing Members	-	-	-	-
	Bodies Corporate	-	-	-	-
	Non- Residents Indians	-	-	-	-
	Other Director	-	-	-	-
	Sub Total (B)(3)	348	3.37	-	-

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	Total Public Shareholding (B)= (B)(1) + (B)(2) + (B)(3)	348	3.37	-	-
	Total Shareholding (A+B)	10348	100	-	-

The pre and post-Arrangement (expected) capital structure of OGSPL will be as follows (assuming the continuing capital Structure as on 19[th] January 2023)

PRE ARRANGEMENT

PRE ARRANGEMENT
Particulars	Rs.
Authorised Share Capital:	25,00,00,000
250,00,000 Equity Shares of Rs. 10/- each.
Issued, Subscribed and Paid up Share Capital:	7,10,47,070
71,04,707 Equity Shares of Rs. 10/- each

POST ARRANGEMENT (EXPECTED)

Particulars	Rs.
Authorised Share Capital:	25,00,00,000
250,00,000 Equity Shares of Rs. 10/- each.
Issued, Subscribed and Paid up Share Capital:	19,54,30,030
1,95,43,003 Equity Shares of Rs. 10/- each

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AS PER OBSERVATION LETTER DCS/AMAL/TL/R37/2892/2023-24 DATED 30[TH] AUGUST, 2023 ISSUED BY THE BSE LIMITED, THE COMPANY WERE ADVISED TO DICLOSE THE FOLLOWING POINTS AS A PART OF THE EXPLANATORY STATEMENT OR NOTICE TO THE SHAREHOLDERS, ACCORDINGLY REQUIRED DISCLOSURES IN THIS REGARD AND AS DIRECTED BY THE BSE LIMITED ARE STATED THEREUNDER.

a) Details of Assets & Liabilities which are being transferred by virtue of amalgamation.

amalgamation.
			(In lakhs)
	OGSPL	PCIPL	Total(Post Amalgamation)
	As on 19thJanuary, 2023	As on 19thJanuary, 2023	As on 19thJanuary, 2023
Assets Current Assets
Financial Assets
Trade Receivable	1,157.75	3,377.50	4,535.25
Cash and Cash Equivalents	0.72	140.70	141.42
Short term Loans and Advances	0.00	487.22	487.22
Other Current Assets	59.49	245.44	304.93
Non-Current Assets
Property, Plant and Equipments	95.89	486.19	582.08
Intangible Assets
Good Will
CWIP
Long Term Loans and Advances
Non-Current Investment	281.50	1,424.80	1,706.30
Other Non-Current Assets	8.78		8.78
Deferred Tax Assets	3.70	63.31	67.01
Total Assets	1,607.83	6,225.16	7,832.99
Equity and Liabilities
Equity
EquityShare Capital	710.47	1.03	1,954.30

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Other Equity	-38.71	4,048.93	2,767.43
Total Equity	671.76	4,049.97	4,721.73
Non-Current Liabilities
Financial Liabilities
Borrowings	33.93		33.93
Total Non-Current Liabilities	33.93		33.93
Current Liabilities
Financial Liabilities
Short Term Borrowing
Trade Payables	894.30	1,043.85	1,938.14
Other Financial Liabilities
Other Current Liabilities	0.00	7.13	7.13
Short Term Provision	7.84	1,124.22	1,132.06
Total Current Liabilities	902.14	2,175.19	3,077.33
Total Equity and Liabilities	1,607.83	6,225.16	7,832.99

• b) Latest net worth certificate issued by Chartered Accountant along with statement of assets and liabilities of OGSPL for both pre and post the scheme of amalgamation : Attached As Annexure 2

• c) Valuation report along with detailed rationale Attached As Annexure 3

• d) Need for merger, rationale of the scheme, cost benefit analysis impact of the scheme on the shareholders of OGSPL.

NEED (ADVANTAGES) OF MERGER

The Advantages of the proposed merger are more particularly given in the Scheme of Amalgamation which inter alia includes consolidation of the business of the Transferor Company and the Transferee Company, which would make the business activities more sustainable in the long term as well as help them to grow faster and create value for stakeholders including respective shareholders, customers, lenders and employees as the combined business would benefit from increased scale, expanded reach, higher cross selling opportunities to a larger base of customers, improvement in productivity amongst others.

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Rationale for the Scheme

The Transferee Company’s one of the main object is to carry out the activities in the field of health related services and that the Transferor Company provides on business of running all types of hospitals, nursing homes, clinics, dispensaries, Maternity homes, health care centre, diagnostic centre, Child Welfare and Family Planning centre, Pathological & other laboratories, X Ray Clinics, E.C.G. Clinics, Blood Banks, Kidney Bank, and other health related activities and services.

The amalgamation of the Transferor Company with the Transferee Company would inter alia have the following benefits:

• Greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximizing overall shareholder value, and will improve the competitive position of the combined entity;

• The Proposed amalgamation will offer an immense opportunity to consolidate the portfolio of brands and products that are relevant to the “Health Industry” under a single roof;

• The Proposed amalgamation will enable the merged entity to carter to the needs of entire value chain. This can have a better reach in terms of various customer base and will provide a stronger market position of the company;

• The Proposed amalgamation will result in greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value.

• Improved organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.

• Greater access by the amalgamated company to different market segments in the conduct of its business.

• Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, and the elimination of duplication, and rationalization of administrative expenses.

• Achieving economies of scale.

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COST BENEFIT ANALYSIS OF THE SCHEME

Through the scheme of merger, merged manpower of both company will results into improved productivity and innovation, contributing to overall organizational growth. Merging administration departments lead to economies of scale by reducing duplication of efforts and streamlining processes, resulting in long-term cost savings. Also combined marketing efforts may result in cost savings or increased efficiency. As a results with same manpower cost, marketing cost, administrative cost company will achieve more business with different segment and area by developing additional business, As a result growth of company will take place, which will be overall beneficial to the company their manpower and stakeholders.

Registered Office:

6th Floor, 601 E Wing, Trade Link Building, B & C Block Senapati Bapat Marg, Kamala Mill Compound, Lower Parel (W) Delisle Road, Mumbai, Maharashtra - 400013

By Order of the Board of Directors For One Global Service Provider Limited

Place : Mumbai Date : 15.04.2024

Sd/- Sanjay Lalbhadur Upadhaya Managing Director DIN: 07497306

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Annexure 1

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==> picture [59 x 19] intentionally omitted <==

by them in the Transferor Company (Plus Care Internationals Private Limited).

The aforesaid share exchange ratio has been approved by the Board of Directors of Transferor Companies and Transferee Company as being a fair share exchange ratio as recommended by a reputed independent firm of Chartered Accountants viz. Mis. DOA & Co, Chartered Accountants, vide their Valuation Report dated 06[111 ] March, 2023.

No fractional Equity Shares shall be issued by the Transferee Company in respect of the fractional entitlement. if any. to which the equity shareholders of Transferor Companies may be entitled on Issue and allotment of equrty shares of the Transferee Company as aforesaid. Any fraction arising out of allotment of equity shares as per para 2 of clause 9 above shall be rounded off to the nearest round number.

The Directors of Transferee Company shall, in their absolute discretion, consolidate all such fractional entiUements and accordingly Issue and allot Equity shares to the shareholders of Transferor Companies.

In the event of there being any pending / abeyance and valid share transfers. whether lodged or outstanding, of any shareholder of the Transferor Company, the Board of Directors or any committee thereof of the Transferor Company shall be empowered in appropriate cases, even subsequent to the Specified Date or the Effective Date, as the case may be, to effectuate such a transfer in the Transferor Company as if such changes in registered holder were operative as on the Specified Date, in order to remove any difficulties arising to the Transferee Company of such shares.

Upon this Scheme becoming effective, all the shareholders of the Transferor Companies, if so required by the Transferee Company shall surrender their share certificates for cancellation thereof lo the Transferee Company. Notwithstanding anything to the contrary, upon[�="' ]

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new shares in the Transferee Company being issued and allotted by It to the shareholders of the Transferor Companies whose names shall appear on the Register of Members of the Transferor Companies on such Record Date fixed as aforesaid, the share certificates in relation to the shares held by them In the Transferor Companies shall be deemed to have been automatically cancelled and be of no effect, on and from such Record Date, and the Transferee Company may at its sole discretion, instead of requiring the surrender of the share certificates, as above, directly issue the new shares of the Transferee company in lieu thereof.

The issue and allotment of new equity shares by the Transferee Company to the shareholders of the Transferor Companies as provided in the Scheme is the integral part thereof and shall be deemed to have been carried out as if the procedure laid down under Section 230 to 232 of Companies Act, 2013 and any other applicable provisions of the Act were duly complied with. The resolution / consent of the shareholders approving the Scheme shall be treated as due compliance of the procedure laid down in Section 230 to 232 of Companies Act, 2013.

Application for listing of new shares issued by Transferee Company as an approval of merger will be earned out as per regulation of LODR 2015 made as required and other applicable Regulations.

10.

LISTING AGREEMENT AND SEBI COMPLIANCES

Since the Transferee Company being a listed company, this Scheme Is subject to the Compliances by the Transferee Company of all the requirements under the lisllng regulations and all statutory directives of the Securities Exchange Board of India ('SEBI') insofar as they relate to sanction and implementation of the Scheme

The Transferee Company in compliance with the Listing Regulations shall apply for the 'Observation Letter' of Stock Exchange, where its shares are listed in terms of the Regulation 37 of the listing regulations

.-= ......

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Annexure 2

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CA ANIL KUMAR DAD Registered Valuer – Securities or Financial Assets (SFA)

Annexure 3

To, To, One Global Service Provider Limited, Plus Care Internationals Private Limited, CIN: L74110MH1992PLC367633 CIN: U85200MH2018PTC313780 1205-1206, 12[th ] Floor, 1[st ] Floor, Plot No. 135,160, Raheja Chambers, 213, Firuz Ara Building, Free Press Journal Marg, Sachivalaya Maharshi Karve Road, Nariman Point, Mumbai Gymkhana, Nariman Point, Maharashtra – 400021 Mumbai, Maharashtra - 400021

Dear Sir,

Executive Summary

I have been engaged on 12[th ] November, 2022 by the Board of Directors of One Global Service Provider Limited (Hereinafter referred as “Transferee Company”), and Plus Care Internationals Private Limited (Hereinafter referred as “Transferor Company”).

The objective of engagement is to carry out an independent assessment of the Swap/Exchange Ratio for the proposed amalgamation of Transferor Company with Transferee Company in accordance with the provisions of Section 232 read with 230 of the Companies Act, 2013 effective from 19/01/2023, (being appointed date), subject to approval by appropriate authorities.

I. VALUATION DATE / EXCHANGE RATIO DETERMINATION DATE 19/01/2023

II. PROFILE OF CLIENTS AS ON VALUATIONDATE TRANSFEREE COMPANY

• 1) Name:

One Global Service Provider Limited (CIN: L74110MH1992PLC367633)

6019-20, WORLD TRADE CENTER, RING ROAD, SURAT – 395002 Email : anil.dad@gmail.com, Mob: 9725220001 Privileged & Confidential

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CA ANIL KUMAR DAD Registered Valuer – Securities or Financial Assets (SFA)

2) Registered office:

1205-1206, 12[th ] Floor, Raheja Chambers, 213, Free Press Journal Marg, Nariman Point, Mumbai, Maharashtra - 400021

3) Board of Directors:

DIN/PAN	Name	Designation
07497306	Sanjay Lalbhadur Upadhya	Managing Director
07522176	Pooja Hemang Khakhi	Director
07598290	Manjeet Sanjay Mehta	Director
08716231	Avni Chouhan	Director
08740598	Hemang Harshadbhai Shah	Director
HZWPK9250E	Hitarth Prafulbhai Kadia	Chief Financial Officer
BJPPG6581F	Priyanka Garg	Company Secretary

4) Main Business:

The Company is inter alia engaged in trading of medical equipment and COVID 19 RT PCR test kit.

• 5) Share Capital structure:

	Particulars	Amount in Rs.
	Authorised 2,50,00,000 equity shares of Rs. 10/- each	25,00,00,000
	Total	25,00,00,000
	Issued, Subscribed & Paid-up 71,04,707 equity shares of Rs. 10/- each fully paid-up	7,10,47,070
	Total	7,10,47,070

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• 6) Shareholdings Pattern

Shareholdings Pattern
Category of shareholder	No. of Shareholders	Total No. of Shares held	%
Promoter & Promoter Group A	2	20,96,432	29.51
Public B	3254	50,08,275	70.49
i. Individual share capital up to Rs. 2 Lacs	3,178	13,58,186	19.12
ii. Individual share capital in excess of Rs. 2 Lacs	19	28,69,878	40.39
iii. Body Corporates	38	1,57,052	2.21
iv. Non- Resident Indian (NRI)	8	5,68,700	8.00
v. HUF	11	54,459	0.77
Total (A+B)	3256	71,04,707	100.00

TRANSFEROR COMPANY :

• 1) Name:

Plus Care Internationals Private Limited (CIN: U85200MH2018PTC313780)

• 2) Registered office:

  • 1[st ] Floor, Plot No. 135-160, Firuz Ara Building, Sachivalaya Maharshi Karve Road, Gymkhana, Nariman Point, Mumbai, Maharashtra - 400021

• 3) Board of Directors:

IN	Name	Designation
08048166	Ritesh Anilrao Kshirsagar	Director
08405155	Jayant Narayan Raghute	Director

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4) Main Business:

The Company is in business of to own, manage, maintain and administer and/or carry on business of running all types of hospitals, nursing homes, clinics, dispensaries, Maternity Homes, health care centre, diagnostic centre, Child Ilfare and family planning centre, Pathological and other laboratories, X Ray clinics, ECG Clinics, Blood Banks, Kidney Bank or such other human and animal limb or organ banks, whether natural or artificial and also to carry on business of running creches, ambulances and other health related activities and services.

• 5) Share Capital structure:

	Particulars	Amount in Rs.
	Authorised 50,000 equity shares of ₹ 10/- each	5,00,000
	Issued Subscribed & Paid-up 10,348 equity shares of ₹ 10/- each	1,03,480

6) Shareholding Pattern

Sr. No.	Name of Shareholder	No of Shares held	% Shares held
1	Sona Dhawangale	9,900	95.67
2	Jayant Raghute	100	0.97
3	Sanjay Lalbhadur Upadhaya	348	3.36
	Total	10,348	100.00

III. PURPOSE OF VALUATION

The valuation exercise is being carried out to ascertain the swap ratio for the proposed amalgamation of Transferor Company with Transferee Company in

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terms of provisions of Section 230 and 232 of the Companies Act, 2013.

IV. SOURCE OF INFORMATION RELIED UPON

I relied upon the following information made available to me by the management of Transferee Company and Transferor Companies for the purpose of this valuation:

• a) Memorandum and Articles of Association.

• b) Audited Accounts for the Financial Year ended on March 31, 2020, March 31,

• 2021, and March 31, 2022 of One Global Service Provider Limited and Plus Care Internationals Private Limited

• c) Audited Financials as on January 19, 2023 of Plus Care Internationals Private Limited.

• d) Limited Reviewed Financial as on December 31, 2022 of One Global Service Provider Limited already uploaded on BSE Exchange.

• e) Shareholding Pattern as on valuation date.

• f) Draft scheme of arrangement for the proposed amalgamation of Transferor Company with Transferee Company.

• g) Discussions with representative of the Management which Ire considered relevant for the purpose of the Analysis.

• h) Such other information and explanations as may be required by us and provided by the management.

V. VALUATION BASE

I have selected combination of following as valuation base which are appropriate for the intended purpose of the valuation.

• a) highest and best use;

The highest and best use of a non-financial asset takes into account the use of

the asset that is physically possible, legally permissible and financially feasible. This base provides maximum value through its use in combination with other assets as a group (as installed or otherwise configured for use) or in combination with other assets and liabilities.

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b) going concern value;

Going concern value is the value of a business that is expected to continue to operate in the future. The intangible elements of Going Concern Value result from factors such as having a trained work force, an operational plant, the necessary licenses, marketing systems, and procedures in place etc.

c) as is where is value;

As-is-where-is basis is the existing use of the asset which may or may not be its highest and best use.

VI. VALUATION STANDARDS

The Report is based on International Valuation Standards (IVS), hoIver as noted in IVS framework, the Valuer needs to follow regulatory or other legal requirements even though they defers from requirements of IVS, such valuation is considered as performed in overall compliance with IVS.

VII. BACKGROUND INFORMATION OF ASSETS BEING VALUED

The fair value of equity shares of the Transferor Company and Transferee Company to carry out an independent assessment of the exchange ratio for the proposed arrangement in the nature of amalgamation of Transferor Company with Transferee Company.

The SEBI has prescribed pricing of frequently traded shares under Regulation 164 & 165 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The relevant extract of the regulation is:

Regulation 164 (pricing of frequently traded Shares)

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If the equity shares of the issuer have been listed on a recognized stock exchange for a period of 90 trading days of more as on the relevant date, the price of the equity shares to be allotted pursuant to the preferential issue shall

be not less than higher of the following:

• a) The 90 trading days’ volume weighted average price of the related equity shared quoted on the recognized stock exchange preceding the relevant date; or

• b) The 10 trading days’ volume weighted average price of the related equity shared quoted on the recognized stock exchange preceding the relevant date

Regulation 165 (pricing of infrequently traded Shares)

Where the shares of an issuer are not frequently traded, the price determined by the issuer shall take into account the valuation parameters including book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such companies.

Provided that the issuer shall submit a certificate stating that the issuer is in compliance of this regulation, obtained from an independent registered valuer to the stock exchange where the equity shares of the issuer are listed.

VIII.VALUATION METHODOLOGY AND APPROACH

In case of amalgamation, Valuation of the enterprise or its equity shares based on following three commonly used valuation techniques:

• a) Market approach.

• b) Asset / cost approach.

• c) Income approach.

Under each approach, a number of methods are available which can be used to determine the fair value of a business enterprise.

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CA ANIL KUMAR DAD Registered Valuer – Securities or Financial Assets (SFA)

IX. VALUATION

a) Market Approach

TRANSFEROR COMPANY

For the valuation of Transferor Companies this method has not been adopted since it is not listed on any stock exchange. Further, I could not find listed comparable (peer group) companies considering the business, size, geographical presence etc.

TRANSFEREE COMPANY

In the present case, equity shares of the Transferee Company is listed on BSE. The price of equity shares to be issued shall be determined by Regulation 164.

I have considered the price up to a day prior to the relevant date i.e. price upto 3[rd ] March, 2023 have been considered, to ensure that the price of the transferee company’s shares being considered for the exchange are not less that the minimum price arrived under the above formula prescribed under Regulation 164.

I have considered the formula prescribed under Regulation 164 for my analysis.

Fair value of Equity Shares of One Global Service Provider Limited (Transferee Company) as per SEBI ICDR Regulations is set out below:

Minimum Price prescribed under Regulation 164	Price
90 trading days’ volume weighted average price of the related equity shared quoted on the recognized stock exchange preceding the relevant date	34.79
10 trading days’ volume weighted average price of the	34.64

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related equity shared quoted on the recognized stock

exchange preceding the relevant date Higher of the above considered as minimum price 34.79 under Regulation 164

b) Income Approach

Discounted Cash Flow method

This income-based business valuation method provides highly accurate estimate of business value based on the business earning potential. Under this method, I determine the business value by discounting the future business earnings using the discount rate which captures the business risk. The use of this method requires the following inputs:

• i. Business net cash flow forecast over a pre-determined future period

• ii. Discount rate

iii. Growth

iv. Long-term residual business value

Transferee Company

Cash Flows

I have been provided with the projected financial statements of the Company till year ending 31[st ] March 2027 by the Management and reviewed and adjusted by me to reflect future industrial scenario.

Estimate Future cash flow and share valuation working

reviewed and adjusted by me to reflect future industrial scenario.	reviewed and adjusted by me to reflect future industrial scenario.	reviewed and adjusted by me to reflect future industrial scenario.	reviewed and adjusted by me to reflect future industrial scenario.	reviewed and adjusted by me to reflect future industrial scenario.
Estimate Future cash flow and share valuation working
(Rs. In Lakhs)
	h	f	Present	Discount
Years	Cas	Cost o	Value
				Cash Flow
	Flow	Equity	Factor
2022-23	-32.96	15.00%	0.8696	-28.66
2023-24	82.05	15.00%	0.7561	62.04
2024-25	159.44	15.00%	0.6575	104.83
2025-26	157.17	15.00%	0.5718	89.86

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2026-27	278.04	15.00%	0.4972	138.23
Terminal Value of Cash Flow				2,386.48
Total Value of Firm				2,752.79
Debt as on 19/01/2023				33.93
Cash and Cash Euivalent as on 19/01/2023				0.72
Total Value of Equity Share Holders				2,719.58
Outstanding number of ordinary and potential equity shares				7104707
Fair Market Value per Equity Share in Rs.				38.28

Cost of Equity (Discount Rate) (Ke)

The cost of Equity is considered for arriving at the present value of earning of the Company.

Normally Ke is arrived by following CAPM Formula:

Ke = Rf + Bi(Rm-Rf)+ Rp

Where, Rf = Risk free Rate of Return

Bi = Beta

Rm = Expected rate of the market

Rp = Risk Premium

Disocunt Rate Element	Risk Value
Risk free Rate of Return	7.33%i
Beta	-0.29
Expected rate of the market	11.80%
Risk Premium	8.50%

Transferor Company

Cash Flows

I have been provided with the projected financial statements of the Company till year ending 31[st ] March 2027 by the Management and

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reviewed and adjusted by me to reflect future industrial scenario.

Estimate Future cash flow and share valuation working

(Rs. In Lakhs)

Estimate Future cash flow and share valuation working (Rs. In Lakhs)	Estimate Future cash flow and share valuation working (Rs. In Lakhs)	Estimate Future cash flow and share valuation working (Rs. In Lakhs)	Estimate Future cash flow and share valuation working (Rs. In Lakhs)	Estimate Future cash flow and share valuation working (Rs. In Lakhs)
Years	Cash	Cost of	Present	Discount
	Flow	Equity	Value Factor	Cash Flow
2022-23	1440.14	25.00%	0.8000	1,152.11
2023-24	32.14	25.00%	0.6400	20.57
2024-25	-10.61	25.00%	0.5120	-5.43
2025-26	208.95	25.00%	0.4096	85.59
2026-27	444.95	25.00%	0.3277	145.80
Terminal Value of Cash Flow				2,083.15
Total Value of Firm				3,481.79
Debt				-
Cash and Cash Euivalent as on 19/01/2023				140.70
Total Value of Equity Share Holders				3,622.49
Outstanding number of ordinary and potential equity shares				10348
Fair Market Value per Equity Share in Rs.				35,006.66

Cost of Equity (Discount Rate)

As the company is unlisted, I have taken cost of equity using Venture Capital ROI Expectations[ii] .

c) Cost Approach

Transferee Company

The computation under Cost Approach i. e. combined Historical Cost and

Replacement Cost Method.

	Rs in Lakh
As of date:	19/01/2023
Balance Sheet Items	Amount

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	Total Assets	1544.63
	Total Liabilities	935.45
	Net Worth	609.18
	No of equity shares	71,04,707
	Net Value Per Share	8.57
	Book Value per share based on Financial statement -	Rs. 8.57/-

The balance sheet value of assets adjusted for deferred tax assets.

Transferor Company

The computation under Cost Approach i. e. combined Historical Cost and Replacement Cost Method of Plus Care Internationals Private Limited as under:

		Rs in Lakh
	As of date:	19/01/2023
	Balance Sheet Items	Amount
	Total Assets	5918.65
	Total Liabilities	1541.48
	Net Worth	4377.17
	No of equity shares	10,348
	Net Value Per Share	42,299.68
	Book Value per share based on Financial statement -	Rs. 42,299.68/-

X. OPINION

In amalgamation valuation, the emphasis is on arriving at relative values of the shares of the combined entity to facilitate the determination of swap ratio. Hence the purpose is not to arrive at investment values of the shares of the companies. The real objective is to have fairness to all shareholders.

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CA ANIL KUMAR DAD Registered Valuer – Securities or Financial Assets (SFA)

Under Ind AS 103, all business combinations in the form of group consolidation are not in the nature of purchase.

Based on the Analysis of the business of the companies, and on a consideration of all the relevant factors and circumstances as discussed and outlined hereinabove, in my opinion, the swap ratio worked out is as under:

	One Global	One Global	Plus Care	Plus Care
Computation of fair	Face Value per		Face Value per
value
		Iight		Iight
	Share 10/- (INR)		Share 10/- (INR)
Market Approach	34.79	40.00	0.00	0
Income Approach
Discounted Cashflow	38.28	40.00	35,006.66	70.00
Method
Cost Approach	8.57	20.00	42,299.68	30.00
Relative Value Per Share	30.94		37,194.57

Accordingly, considering the approach and the rationale for the fair equity share entitlement ratio discussed hereunder, the valuation approaches as indicated in the format (as shown below) as prescribed by circular number LIST/COMP/02/2017-18 of BSE Computation of Fair Share Exchange Ratio:

Computation of fair	One Global	One Global	Plus Care	Plus Care
value	Face Value per	Iight	Face Value per	Iight
	Share Rs. 10/-		Share Rs. 10/-
Market Approach	34.79	40.00	0	0
Income Approach	38.28	40.00	35,006.66	70.00
Cost Approach	8.57	20.00	42,299.68	30.00
Relative Value per	30.94		37,194.57
Share
Exchange Ratio	1202		1
(round off)

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CA ANIL KUMAR DAD

XI. SHARE EXCHANGE RATIO

1202 equity shares of One Global Service Provider Limited of INR 10/- each fully paid up for every 1(One) equity shares of Plus Care Internationals Private Limited of INR 10/- each fully paid up.

XII. DISCLOSURE OF INTEREST

I have acted as an independent third party and, as such, shall not be considered an advocate for any concerned party for any dispute. The valuation has been carried out independently to assess the valuation services. I have no present or planned future interest in the company or any of its group companiesand the fee for this report is not contingent upon outcome of the transaction. My valuation should not be construed as investment advice; specifically, I do not express any opinion on the suitability or otherwise of entering into any transaction with the company.

I have no responsibility to modify this report for events and circumstances occurring subsequent to the date of this report.

XIII.LIMITATIONS AND DISCLAIMER

The scope of the report does not include detailed corroborative examination of the financial assertions and representation of management. IBBI vide it circular dated 01st September, 2020 has issued a guideline on use of Caveats, Limitations and Disclaimers, accordingly following Caveats, Limitations and Disclaimers are used:

• The information contained herein and my report is absolutely confidential. It is intended only for the sole use and information of the Company. I am not responsible to any other person/party (including allottees) for any decision of such person or party based on this report.

• Any person intending to invest in shares/business of the company shall do so after seeking their own professional advice and carrying out their own

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due diligence procedures to ensure that they are making an informed decision.

Nothing in this report should be taken to imply that I have conducted any detailed procedure, investigation in an attempt to verify or confirm any of the information given to us.

My valuation is subject to the following Limitations / Exclusions:

• i. This document has been prepared for the purposes stated herein and should not be relied upon for any other purpose. My client is the only authorized user of this report and is restricted for the purpose indicated in the engagement letter. This restriction does not preclude the client from providing a copy of the report to third-party advisors whose review would be consistent with the intended use. I do not take any responsibility for the unauthorized use of this report.

• ii. As much the report is to be read in totality and not in parts in conjunction with the relevant documents referred to therein.

iii. While my work has involved an analysis of financial information and accounting records, my engagement does not include an audit in accordance with generally accepted auditing standards of the clients existing business records. Accordingly, I express no audit opinion or any other form of assurance on this information.

iv. The user to which this valuation is addressed should read the basis upon which the valuation has been done and be aware of the potential for later variations in value due to factors that are unforeseen at the valuation date. Due to possible changes in market forces and circumstances, this valuation report can only be regarded as relevant as at the valuation date.

v. This report is issued on the understanding that the Company has drawn my attention to all material information, which they are aware of concerning their financial positions and any other matter, which may have impact on

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my opinion, on the fair value, including any significant changes that have taken place or are likely to take place in the financial position, subsequent to last audited balance sheet. I have no responsibility to update this report for events and circumstances occurring after the valuation date of this report. vi. In the course of the valuation, I am provided with both written and verbal information. I have however, evaluated the information provided to me through broad inquiry, analysis and review (but have notcarried out a due diligence of the Company for the purpose of thisengagement). My conclusion is based on the information given by/on behalf of the Company. However, I make no representation or warranty, express or implied, in respect of the completeness, authenticity or accuracy of such statements.

vii. I do not provide assurance on the achievability of the results forecast by the management/owners as events and circumstances do not occur as expected; differences between actual and expected results may be material. I express no opinion as to how closely the actual results will correspond to those projected/forecast as the achievement of the forecast results is dependent on actions, plans and assumptions of management.

viii. The actual price achieved may be higher or lower than my estimate of value depending upon the circumstances of the transaction, the nature of the business. The knowledge, negotiating ability and motivation of the buyers and sellers and the applicability of a discount or premium for control will also affect actual market price achieved. Accordingly, my valuation conclusion will not necessarily be the price at which actual transaction will take place.

ix. All the workings for valuation worked out are rounded off to the nearest rupee in Lakh.

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x. I have relied on data from external sources also to conclude the valuation. These sources are believed to be reliable and therefore, I assume no liability for the truth or accuracy of any data, opinions or estimates furnished by others that have been used in this analysis. Where I have relied on data, opinions or estimates from external sources, reasonable care has been taken to ensure that such data has been correctly extracted from those sources and /or reproduced in its proper form and context.

xi. I owe responsibility to only to the authority/client that has appointedus under the terms of the engagement letters. I will not be liable forany losses, claims, damages or liabilities arising out of the actions taken, omissions or advice given by any other person. In no event shall I be liable for any loss, damages, cost or expenses arising in any way fromfraudulent acts, misrepresentations or willful default on part of the client, their directors, employees.

xii. The report assumes that the company complies fully with relevant laws and regulations applicable in its area of operations and that the company will be managed in a competent and responsible manner. Further, as specifically stated to the contrary, this report has given no consideration to matters of a legal nature, and compliance with local laws, and litigations and other contingent liabilities that are not recorded/reflected in the balance sheet provided to us.

xiii. I am fully aware that based on the opinion of value expressed in this report, I may be required to give testimony or attend court / judicial proceedings with regard to the subject assets, although it is out of scope of the assignment, unless specific arrangements to do so have been made in advance, or as otherwise required by law. In such event, the party seeking my evidence in the proceedings shall bear the cost/professional fee of attending court / judicial proceedings and my tendering evidence

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before such authority shall be under the applicable laws.

xiv.My report is meant for the purpose mentioned above and should not be used for any purpose other than the purpose mentioned therein. The Report should not be copied or reproduced without obtaining my prior written approval for any purpose other than the purpose for which it is prepared.

Date: 06/03/2023 Name : Anil Kumar Dad Place: Surat Registered Valuer Reg No. IBBI/RV/06/2022/15124 UDIN : 23401489BGYPOH6767

i For Risk free rate of return, I have considered yield of 10 years Government Bond Please refer this URL : http://www.worldgovernmentbonds.com/bond-historical-data/india/10years/#:~:text=The%20India%2010%20Years%20Government,%3A15%20GMT%2B0).

ii For Venture Capital ROI please refer this URL : https://www.upcounsel.com/venture-capital-roi-expectations

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Annexure 4

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Annexure 5

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Annexure 6

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Annexure 7

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Annexure 8

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Annexure 9

INDEPENDENT AUDITORS’ REPORT

To, The Members, One Global Service Provider Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited standalone financial statements of One Global Service Provider Limited (“the company”), which comprise the Balance Sheet as at 31[st] March 2023, the Statement of Profit and Loss (including other Comprehensive Income), the Statement in Changes in Equity and the Cash Flow Statement for the year then ended, and notes to the financial statement, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statement”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in india, of the state of affairs of the company as at 31[st] March, 2023 and profit and total comprehensive income, change in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant

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to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matter related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, of has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statement.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act, we report that:

2. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

3. b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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• c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow statement dealt with by this Report are in agreement with the books of account.

• d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act.

• e) On the basis of written representations received from the directors as on 31[st] March, 2023, taken on record by the Board of Directors, none of the directors is disqualified as on 31[st] March, 2023, from being appointed as a director in terms of Section 164(2) of the Act.

• f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “ Annexure A ”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

• g) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

• i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements.

• ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts;

• iii. There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund.

• iv. (i) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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(ii) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries, and

(iii) As per the information and explanation provided to us, the representation under sub clause (i) and (ii) is not contained any material misstatement.

• v. The company has not declared or paid any dividend during the year under audit.

• vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

• As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “ Annexure B ” a statement on the matters Specified in paragraphs 3 and 4 of the Order.

Date : 26/05/2023 Place : Ahmedabad

For S D P M & Co. Chartered Accountants

Sd/Sunil Dad

Partner

M.No. 120702 FRN : 126741W UDIN: 23120702BGWONQ7737

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ANNAEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

( Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of One Global Service Provider Limited of even date)

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub - section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of One Global Service Provider Limited as of 31st March, 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’).These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an

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understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2023, based on the internal control over financial reporting

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criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Date : 26/05/2023 For S D P M & Co. Place : Ahmedabad Chartered Accountants Sd/Sunil Dad Partner M.No. 120702 FRN : 126741W UDIN: 23120702BGWONQ7737

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ANNAEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of One Global Service Provider Limited of even date)

• i. In respect of company’s fixed assets:

• a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

• b. The Company has a program of verification to cover all the items of fixed assets in phased manner which, in our opinion, is reasonably having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to information and explanations given to us by the management, no material discrepancy was noticed on such verification.

• c. According to information and explanations given by the management, the company does not have any immovable property. So the reporting under this clause is not applicable.

• d. According to the information and explanations provided to us, the company has not revalued any Property, Plant and Equipment or intangible asset or both during the year.

• e. There has been no proceedings initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

• ii. The company does not have any inventory and no working capital limits in excess of five crore rupees (at any point of time during the year), in aggregate, from banks or financial institutions on the basis of security of current assets. Accordingly, the provisions of clause 3(ii) of the order are not applicable.

• iii. The Company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties.

• iv. According to the information and explanations given to us, the Company has not granted loans and made any investments or provided any guarantee or security to the parties covered under section 185 and 186. Accordingly, paragraph 3(iv) of the Order is not

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applicable.

• v. According to the information and explanation given to us, the company has not accepted the any deposits and does not have any unclaimed deposits as at 31[st] March, 2023 and therefore, the provisions of the clause 3(v) of the Order are not applicable to the company.

• vi. The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 for the business activities carried out by the company. Thus reporting under clause 3(vi) of the order is not applicable to the company.

• vii. (a) According to the information and explanation given to us, the company has generally been regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Sales Tax, Goods & Service Tax, Professional tax, Duty of Customs, Cess and any other statutory dues applicable to it with appropriate authorities and no such undisputed amounts were in arrears for a period of more than six months from the date they became payable.

(b) There are no dues in respect of Goods and Services Tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues that have not been deposited with the appropriate authorities on account of any dispute.

• viii. According to the information and explanation given to us, there are no transactions which has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

• ix. According to the records made available to us, the company has no borrowing, including debt securities during the year.

• x. According to the information and explanation given to us and based on our examination of the records of the company, the company has not raised money by way of initial public offer of further public offer during the year.

• xi. (a) According to the information and explanation given to us, no fraud by the company or no material fraud on the company by its officers or employees has been noticed or reported during course of our audit.

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(b) According to the information and explanation given to us, no report has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) The company has not received any whistle-blower complaints during the year. So the clause 3(xi)(c) of the order is not applicable.

• xii. According to the information and explanation given to us the company is not a nidhi company hence clause 3(xii) of companies (auditor’s Report) order 2020 is not applicable.

• xiii. According to the information and explanation given to us and based on our examination of the records of the company, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements, as required by the applicable accounting standards.

• xiv. The company have an internal audit system. The reports of internal auditors have been considered by us.

• xv. According to the information and explanation given to us and based on our examination of the records of the company, the company has not entered into any non-cash transactions with directors or persons connected with him. So the clause 3(xv) of the companies (auditor’s Report) order 2020 is not applicable.

• xvi. The company is not required to be registered under section 45-IA of the Reserve Bank of India, 1934.

• xvii. According to the information and explanation given to us and based on our examination of the records of the company, the company has not incurred cash losses in the financial year and in the immediately preceding financial year.

• xviii. Based on our examination of the records of the company, there has not been any resignation of the statutory auditors during the year. Hence clause 3 (xviii) of companies (auditor’s Report) order 2020 is not applicable.

• xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditor’s knowledge of the Board of Directors and management plans, there is no material uncertainty exists as on the date of the audit report that company is

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capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

• xx. As per the information and explanation given to us, the provisions of Section 135 of Companies Act, 2013 is not applicable to the company hence the reporting under clause 3(xx) of the Companies (auditor’s report) Order, 2020 is not applicable.

• xxi. The reporting under Clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said clause has been included in this report.

Date : 26/05/2023 Place : Ahmedabad

For S D P M & Co. Chartered Accountants

Sd/-

Sunil Dad Partner M.No. 120702 FRN : 126741W UDIN: 23120702BGWONQ7737

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ONE GLOBAL SERVICE PROVIDER LIMITED

CIN: L74110MH1992PLC367633

1205-1206, 12th Floor, Raheja Chambers, 213, Free Press Journal Marg, Nariman Point, Mumbai - 400021

Statement of Standalone Assts and Liabilities as at 31st March 2023

(Rs. In Lacs)

Particulars	Note No.	As at 31st March 2023	As at 31 March 2022
A ASSETS (1) Non - Current Assets (a) Property, Plant and Equipment (b) Capital work - in - progress (c ) Other Non Current Assets (d) Deferred Tax Asset (2) Current Assets (a) Inventories (b) Current Financial assets (i) Trade receivables (ii) Cash and cash equivalents (c) Other current assets	1.1 1.2 1.3 1.4 1.5 1.6	88.39 281.50 8.78 6.03 - 814.31 2.76 80.75	101.33 281.50 8.78 3.70 - 403.43 4.97 46.83
TOTAL ASSETS		1,282.52	850.53
B EQUITY AND LIABILITIES I EQUITY (a) Equity share capital (b) Other Equity II LIABILITIES (1) Non Current Liabilities (a) Non Current Financial Liabilities (i) Borrowings (2) Current Liabilities (a) Current Financial Liabilities (i) Borrowings (ii) Trade payables (a) Total Outstading dues of micro enterprises and small enterprises (b) Total Outstading dues of creditors other than micro enterprises and small enterprises (iii) Other Current Financial Liabilities (b) Other current liabilities (c) Short Term Provisions (d)Current tax liabilities(Net)	1.7 1.8 1.9 1.10 1.11 1.12	710.47 18.64 33.93 - 81.68 412.22 - 19.46 6.11 -	710.47 -119.28 33.93 - 18.74 188.99 - 14.68 3.00 -
TOTAL EQUITY AND LIABILITIES		1,282.52	850.53

The accompanying notes form integral part of these Financial Statements. As per our report of even date attached.

For S D P M & Co. Chartered Accountants FRN: 126741W

For and on behalf of the Board One Global Service Provider Limited

Sd/Sunil Dad Partner M.No. 120702 UDIN : 23120702BGWONQ7737

Sd/Sd/Sanjay Upadhaya Manjeet Mehta Managing Director Director DIN: 07497306 DIN: 07598290

Sd/Sd/Priyanka Garg Hitarth Kadia Company Secretary Chief Financial Officer PAN : BJPPG6581F PAN : HZWPK9250E

Place: Mumbai Date: 26/05/2023

Place: Ahmedabad Date: 26/05/2023

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ONE GLOBAL SERVICE PROVIDER LIMITED

CIN: L74110MH1992PLC367633

1205-1206, 12th Floor, Raheja Chambers, 213, Free Press Journal Marg, Nariman Point, Mumbai - 400021

Statement of Profit and loss for the year ended 31st March, 2023

		(Rs. In Lacs)	(Rs. In Lacs)
Particulars	Note No.	2022-2023	2021-2022
Revenue from operations Other income Total Income Expenses Purchases of Stock - in - Trade Employee benefit expenses Finance Cost Depreciation & amortization expenses Other Expenses Total Expenses Profit before exceptional items & tax Exceptional Items Profit/(Loss) before tax Less: Tax expenses (1) Current tax (2) Deferred tax (3) Short / (Excess) Provision of Tax Profit for the period Other Comprehensive Income (i) Items that will not be reclassified to profit or loss - Remeasurement of Defined Benefit Plans (ii) Income tax relating to items that will not be reclassified to profit or loss Total other comprehensive income Total Comprehensive Income for the year Earning per equity share (Face Value of Rs. 10/- each) (1) Basic (2) Diluted (Refer Note 3.2)	2.1 2.2 2.3 1.1 2.4	1,811.63 -	608.16 -
		1,811.63	608.16
		1,386.83 69.78 - 29.06 190.37	413.18 9.16 - 34.19 50.14
		1,676.03	506.67
		135.60 -	101.48 -
		135.60 - -2.33 -	101.48 - -3.45 -
		-2.33	-3.45
		137.92	104.93
		- - -	- -
		-	-
		137.92	104.93
		1.94 1.94	1.48 1.48

The accompanying notes form integral part of these Financial Statements. As per our report of even date attached.

For S D P M & Co.

Chartered Accountants FRN: 126741W

For and on behalf of the Board One Global Service Provider Limited

Sd/Sunil Dad Partner M.No. 120702 UDIN : 23120702BGWONQ7737

Sd/Sd/Sanjay Upadhaya Manjeet Mehta Managing Director Director DIN: 07497306 DIN: 07598290

Sd/Sd/Priyanka Garg Hitarth Kadia Company Secretary Chief Financial Officer PAN : BJPPG6581F PAN : HZWPK9250E

Place: Ahmedabad Date: 26/05/2023

Place: Mumbai Date: 26/05/2023

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ONE GLOBAL SERVICE PROVIDER LIMITED

CIN: L74110MH1992PLC367633

1205-1206, 12th Floor, Raheja Chambers, 213, Free Press Journal Marg, Nariman Point, Mumbai - 400021 Standalone statement of Cash flow for the year ended March 31, 2023

	(Rs. In Lacs)	(Rs. In Lacs)
Particulars	As at 31st March 2023	As at 31 March 2022
Cash Flows from Operating Activities Profit before tax Adjustment for : Depreciation and amortisation expense Operating profit before working capital changes (1+2) Adjustments for working capital changes : Decrease/ (Increase) in Trade and other receivables Decrease/ (Increase) in Other Current Assets Increase/ (Decrease) in Trade and other payables Increase/ (Decrease) in Other Financial Liabilities and provisions Cash used in operations Extraordinary item Direct taxes paid Net Cash generated from/ (used in) operating activities [A] Cash Flows from Investing Activities Purchase of fixed assets Net Cash generated from/ (used in) investing activities [B] Cash Flows from Financing Activities Proceeds from long term borrowings Net Cash generated from/ (used in) financing activities [C] Net increase / (decrease) in cash & cash equivalents [A+B+C] Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year	135.60 29.06 164.66 -410.88 -33.92 286.16 7.90 13.92 - - 13.92 -16.12 -16.12 - - -2.20 4.97	101.48 34.19 135.67 -158.07 -21.08 90.54 4.62 51.69 - - 51.69 -54.00 -54.00 - - -2.31 7.28
	2.76	4.97

The accompanying notes form integral part of these Financial Statements. As per our report of even date attached.

For S D P M & Co. Chartered Accountants FRN: 126741W

For and on behalf of the Board One Global Service Provider Limited

Sd/Sunil Dad Partner M.No. 120702 UDIN : 23120702BGWONQ7737

Sd/Sd/Sanjay Upadhaya Manjeet Mehta Managing Director Director DIN: 07497306 DIN: 07598290

Sd/Sd/Priyanka Garg Hitarth Kadia Company Secretary Chief Financial Officer PAN : BJPPG6581F PAN : HZWPK9250E

Place: Ahmedabad Date: 26/05/2023

Place: Mumbai Date: 26/05/2023

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ONE GLOBAL SERVICE PROVIDER LIMITED

CIN: L74110MH1992PLC367633

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 ST MARCH, 2023

A. Equity Share Capital	(Rs. In Lacs)
Particulars	Amount
Balance as at April 1, 2021 Changes in Equity Share Capital during the year Balance as at March 31, 2022 Balance as at April 1, 2022 Changes in Equity Share Capital during the year Balance as at March 31, 2023	710.47 -
	710.47
	710.47 -
	710.47

B. Other Equity					(Rs. In Lacs)
Particulars	Capital Reserve	General Reserve	Retained Earnings	Amalgamation Reserve	Total
Current Reporting Period
Balance as at beginning of the current reporting period	10.83	6.41	-349.00	212.48	-119.28
Changes in accounting policy/prior period items	-	-	-	-	-
Restated balance at the beginning of the current reporting
period	-	-	-	-	-
Total Comprehensive Income for the current year	-	-	137.92	-	137.92
Dividends	-	-	-	-	-
Transfer to retained earnings	-	-	-	-	-
					-
Balance at the end of the current reporting period	10.83	6.41	-211.08	212.48	18.64
Previous Reporting Period
Balance as at beginning of the previous reporting period	10.83	6.41	-453.93	212.48	-224.22
Changes in accounting policy/prior period items	-	-	-	-	-
Restated balance at the beginning of the current reporting
period	-	-	-	-	-
Total Comprehensive Income for the current year	-	-	104.93	-	104.93
Dividends	-	-	-	-	-
Transfer to retained earnings	-	-	-	-	-
Balance at the end of theprevious reporting period	10.83	6.41	-349.00	212.48	-119.28

The accompanying notes form integral part of these Financial Statements. As per our report of even date attached.

For S D P M & Co. Chartered Accountants FRN: 126741W

For and on behalf of the Board One Global Service Provider Limited

Sd/Sunil Dad Partner M.No. 120702 UDIN : 23120702BGWONQ7737

Sd/Sd/Sanjay Upadhaya Manjeet Mehta Managing Director Director DIN: 07497306 DIN: 07598290 Sd/Sd/Priyanka Garg Hitarth Kadia Company Secretary Chief Financial Officer PAN : BJPPG6581F PAN : HZWPK9250E

Place: Ahmedabad Date: 26/05/2023

Place: Mumbai Date: 26/05/2023

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ONE GLOBAL SERVICE PROVIDER LIMITED

(CIN: L74110MH1992PLC367633)

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

A. Company Overview

One Global Service Provider Limited (formerly known as “Overseas Synthetics Limited”) (“the Company”) is public limited company and domiciled in india and is incorporated as per the provisions of the Companies Act with its registered office located at 1205-1206, 12[th] Floor, Raheja Chambers, 213, Free Press Journal Marg, Nariman Point, Mumbai – 400021. The Company is listed on the Bombay Stock Exchange (BSE). The Company is engaged in the business of healthcare services.

B. Significant Accounting Policies

B.1 Basis of Preparation and Presentation

B.1.1 Statement of Compliance

The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016. The financial statements up to year ended March 31, 2023 were prepared in accordance with the accounting standards notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act. Previous period figures in the financial statements have been restated in Ind AS.

B.1.2 Basis of Measurement

The standalone financial statements have been prepared on a historical cost basis, on the accrual basis of accounting except for certain financial assets and liabilities measured at fair value at the end of each reporting period, as explained in relevant schedule notes.

B.1.3 Functional and presentation currency

Indian rupee is the functional and presentation currency.

B.1.4 Use of estimates

The preparation of the financial statements in conformity with Ind AS requires management to make estimates, judgments and assumptions.

These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period.

Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements.

Application of accounting policies that require critical accounting estimates involving complex and subjective judgments and the use of assumptions in these financial statements are:

• Useful lives of Property, plant and equipment

• Valuation of financial instruments

• Provisions and contingencies

• Income tax and deferred tax

• Measurement of defined employee benefit obligations

• Export Incentive

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B.2 Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

B.2.1 Sale of Goods

Revenue from sale of goods is recognized when the Company transfers all significant risks and rewards of ownership to the buyer, while the Company retains neither continuing managerial involvement nor effective control over the products sold.

Revenue is exclusive of excise duty and is reduced for estimated customer returns, commissions, rebates and discounts and other similar allowances.

B.3 Employee benefits

Retirement benefit costs and termination benefits:

Payments to defined contribution plans i.e., Company’s contribution to provident fund are determined under the relevant schemes and/ or statute and charged to the Statement of Profit and Loss in the period of incurrence when the services are rendered by the employees.

In respect of provident fund, eligible employees of the Company are entitled to receive benefits in respect of provident fund, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees’ salary. The contributions are made to the provident fund as set up by Government.

For defined benefit plans i.e. gratuity, the Company has an obligation towards gratuity. The plan provides for payment to vested employees at retirement, death while in employment or on termination of employment in accordance with the scheme of the company. Vesting occurs upon completion of five years of service. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation being carried out at the end of each annual reporting period. Defined benefit costs are comprised of:

• Service cost;

• Net interest expense or income; and

• Re-measurement

The Company presents the first two components of defined benefit costs in profit or loss in the line item ‘Employee benefits expense’.

Re-measurement of net defined benefit liability/ asset pertaining to gratuity comprise of actuarial gains/ losses (i.e. changes in the present value resulting from experience adjustments and effects of changes in actuarial assumptions) and is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Re-measurement recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or loss.

B.4 Income Taxes

Income tax expense represents the sum of the tax currently payable and deferred tax. Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

Current tax:

Current tax is determined on taxable profits for the year chargeable to tax in accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961 including other applicable tax laws that have been enacted or substantively enacted.

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Provisions for current income taxes are presented in the balance sheet after off-setting advance taxes paid and TDS/TCS receivables.

Minimum Alternate Tax (MAT) credit is recognized as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in Guidance Note issued by the Institute of Chartered Accountants of India. MAT Credit Entitlement, is classified as unused tax credits under deferred tax by way of a credit to the statement of profit and loss.

Deferred tax :

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Deferred tax asset is recognised for the carry forward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

B.5 Property, Plant and Equipment

Cost:

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.

The cost comprises the purchase price, borrowing cost if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for its intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Subsequent expenditures relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the company and the cost of the item can be measured reliably.

All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.

Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Company’s accounting policy. Such properties are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

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Property, Plant and Equipment not ready for the intended use on the date of the Balance Sheet are disclosed as “Capital work-in-progress”.

Depreciation methods, estimated useful lives and residual value

Depreciation on property, plant and equipment is provided using the written down method based on the useful life of the assets as estimated by the management and is charged to the Statement of Profit and Loss as per the requirements of Schedule II of the Act. The estimate of the useful life of the assets has been assessed based on technical advice which considered the nature of the asset, the usage of the asset, expected physical wear and tear, the operating conditions of the asset, anticipated technological changes, manufacturers warranties and maintenance support, etc.

Depreciation on items of property, plant and equipment acquired / disposed off during the year is provided on pro-rata basis with reference to the date of addition / disposal. Cost of lease-hold land is amortized equally over the period of lease.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

De-recognition :

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gains or losses arising from derecognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset at the time of disposal and are recognized in the statement of profit and loss.

B.6 Impairment Losses

At the end of each reporting period, the Company determines whether there is any indication that its assets (property, plant and equipment, intangible assets and investments in equity instruments in subsidiaries carried at cost) have suffered an impairment loss with reference to their carrying amounts. If any indication of impairment exists, the recoverable amount (i.e. higher of the fair value less costs of disposal and value in use) of such assets is estimated and impairment is recognised, if the carrying amount exceeds the recoverable amount.

When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

B.7 Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursements will be received and the amount of the receivable can be measured reliably.

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Contingent liability is disclosed for possible obligations which will be confirmed only by future events not within the control of the Company or present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

Contingent Assets are not recognized since this may result in the recognition of income that may never be realized.

B.8 Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial assets :

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

Classification of financial assets

The financial assets are initially measured at fair value. Transaction costs that are directly attributable to the acquisition of financial assets are added to the fair value of the financial assets on initial recognition.

After initial recognition:

(i) Financial assets (other than investments) are subsequently measured at amortised cost using the effective interest method.

Effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Investments in debt instruments that meet the following conditions are subsequently measured at amortised cost:

• The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments on principal and interest on the principal amount outstanding.

Income on such debt instruments is recognised in profit or loss and is included in the “Other Income”.

The Company has not designated any debt instruments as fair value through other comprehensive income.

(ii) Financial assets (i.e. investments in instruments other than equity of subsidiaries) are subsequently measured at fair value.

Such financial assets are measured at fair value at the end of each reporting period, with any gains (e.g. any dividend or interest earned on the financial asset) or losses arising on re-measurement recognised in profit or loss and included in the “Other Income”.

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Investments in equity instruments of subsidiaries

The Company measures its investments in equity instruments of subsidiaries at cost in accordance with Ind AS 27. At transition date, the Company has elected to continue with the carrying value of such investments measured as per the previous GAAP and use such carrying value as its deemed cost.

Impairment of financial assets:

A financial asset is regarded as credit impaired when one or more events that may have a detrimental effect on estimated future cash flows of the asset have occurred. The Company applies the expected credit loss model for recognising impairment loss on financial assets (i.e. the shortfall between the contractual cash flows that are due and all the cash flows (discounted) that the Company expects to receive).

De-recognition of financial assets:

The Company de-recognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in the Statement of profit and loss.

Financial liabilities and equity instruments

Equity instruments

Equity instruments issued by the Company are classified as equity in accordance with the substance and the definitions of an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the “Finance Costs”.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

De-recognition of financial liabilities

The Company de-recognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. An exchange between with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

B.9 Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity

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shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

C. Critical Accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with Ind AS requires the Company’s Management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities recognised in the financial statements that are not readily apparent from other sources. The judgements, estimates and associated assumptions are based on historical experience and other factors including estimation of effects of uncertain future events that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates (accounted on a prospective basis) and recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods of the revision affects both current and future periods.

The following are the key estimates that have been made by the Management in the process of applying the accounting policies:

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value are measured using valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments.

Allowance for doubtful trade receivables

Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

Estimated irrecoverable amounts are derived based on a provision matrix which takes into account various factors such as customer specific risks, geographical region, product type, currency fluctuation risk, repatriation policy of the country, country specific economic risks, customer rating, and type of customer, etc.

Individual trade receivables are written off when the management deems them not to be collectable.

Defined benefit plan

The cost of the defined benefit plans and other post-employment benefits and the present value of the obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter that is subject to change the most is the discount rate. In determining the appropriate discount rate, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation and extrapolated as needed along the yield curve to correspond with the expected term of the defined benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at intervals in response to demographic changes. Future salary increases are after considering the expected future inflation rates for the country.

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ONE GLOBAL SERVICE PROVIDER LIMITED

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2023

1.1 PROPERTY, PLANT & EQUIPMENT

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(Rs. In Lacs)
Particulars Plant & Machinery Total
Gross Carrying Amount
Deemed Cost as on April 01, 2021 89.21 89.21
Additions 54.00 54.00
- -
Disposal
As on March 31, 2022 143.21 143.21
Additions 16.12 16.12
- -
Disposal
As on March 31, 2023 159.33 159.33
Accumulated Depreciation
As on April 01, 2021 7.69 7.69
Depreciation charged during the year 34.19 34.19
-
Accumulated Depreciation on disposal
As on March 31, 2022 41.88 41.88
Depreciation charged during the year 29.06 29.06
-
Accumulated Depreciation on disposal
As on March 31, 2023 70.94 70.94
Net Carrying Amount
As on April 01, 2021 81.52 81.52
As on April 01, 2022 101.33 101.33
As on March 31, 2023 88.39 88.39
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ONE GLOBAL SERVICE PROVIDER LIMITED

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2023

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1.2 Other Non Current Assets (Rs. In Lacs)
Particulars As at As at
31/03/2023 31/03/2022
(Unsecured, Considered Good)
- Security Deposits 8.78 8.78
Total 8.78 8.78
1.3 Deferred Tax Assets (Net) (Rs. In Lacs)
Particulars As at As at
31/03/2023 31/03/2022
Deferred Tax Liabilities - -
Deferred Tax Assets 6.03 3.70
Total 6.03 3.70
Refer to Note No. 3.1 For detailed disclosure
1.4 Trade Receivables (Rs. In Lacs)
Particulars As at As at
31/03/2023 31/03/2022
Trade Receivables
- -
Considered good - Secured
Considered Doubtful - Unsecured 814.31 403.43
which have significant increase in Credit Risk
- -
credit impaired
814.31 403.43
Less: Allowance for Doubtful Receivable - -
Total 814.31 403.43
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(Refer Note 1.4(a) for ageing schedule)

Note 1.4 (a) : Trade Receivable ageing schedule

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(Rs. In Lacs )
Outstanding for following periods from due date of payment
F.Y. 2022-2023 Less than 6 6 months -1 More than 3
1-2 years 2-3 years Total
months year years
(i) Undisputed Trade receivables – considered 638.31 176.00 - - 814.31
-
good
(ii) Undisputed Trade Receivables – which have - - - - - -
significant increase in credit risk
(iii) Undisputed Trade Receivables – credit - - - - - -
impaired
(iv) Disputed Trade Receivables–considered - - - - - -
good
(v) Disputed Trade Receivables – which have - - - - - -
significant increase in credit risk
(vi) Disputed Trade Receivables – credit - - - - - -
impaired
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	(Rs. In Lacs )
F.Y. 2021-2022	Less than 6 months 6 months -1 year 1-2 years 2-3 years More than 3 years Total Outstanding for following periods from due date of payment
(i) Undisputed Trade receivables – considered good (ii) Undisputed Trade Receivables – which have significant increase in credit risk (iii) Undisputed Trade Receivables – credit impaired (iv) Disputed Trade Receivables–considered good (v) Disputed Trade Receivables – which have significant increase in credit risk (vi) Disputed Trade Receivables – credit impaired	403.43 - - - -403.43 - - - - -- - - - - -- - - - - -- - - - - -- - - - - --

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1.5 Cash & Cash Equivalents (Rs. In Lacs)
Particulars As at As at
31/03/2023 31/03/2022
Cash on Hand (as certified by the management) 0.03 0.04
Balance With Banks
- In Current Accounts 2.73 4.93
- -
- In Deposit Accounts
Total 2.76 4.97
1.6 Other Current Assets (Rs. In Lacs)
Particulars As at As at
31/03/2023 31/03/2022
(Unsecured, considered good)
a) Balance with Revenue Authorities 62.30 44.17
b) Advances to Suppliers 15.85 -
c) MAT Credit 2.54 2.54
d) Prepaid Expense 0.06 0.11
Total 80.75 46.83
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NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2023

ONE GLOBAL SERVICE PROVIDER LIMITED

1.7 Equity Share Capital

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A. Share Capital (Rs. In Lacs)
Particulars As at 31st March, 2023 As at 31st March, 2022
Number Amount Number Amount
Authorized Share Capital
Equity shares at Rs. 10/- each 250.00 2,500.00 250.00 2,500.00
250.00 2,500.00 250.00 2,500.00
Issued, subscribed and paid up Share Capital
Equity shares at Rs. 10/- each 71.05 710.47 71.05 710.47
Total 71.05 710.47 71.05 710.47
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B. The reconcilation of the number of outstanding shares is	(Rs. In Lacs)
Particulars	Number Amount Number Amount As at 31st March, 2022 As at 31st March, 2023
At the beginning of the year Add: Issue of bonus shares during the year Add: Alteration in Shares During the year Less : Shares bought back during the year Share outstanding at the end of the year	71.05 710.47 71.05 710.47 - - - - - - - 71.05 710.47 71.05 710.47

C. Terms & Rights attached to equity shares :

(A) The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting . During the year ended March 31, 2023, the amount per share of dividend recognised as distributions to equity share holders was Rs. NIL.

(B) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

D. The details of shareholders holding more than 5% shares in the company :

Name of the shareholder	Number % of holding Number % of holding As at 31st March, 2022 As at 31st March, 2023
Promoters: Vijay Nanaji Dhawangale Sona V Dhawanagale	10.51 14.79 10.51 14.79 10.45 14.71 10.45 14.71

As per records of the company, including its register of shareholder/members and other declarations received from share holders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of the shares.

E. Shares held by promoters at the end of the year

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Shareholding at the beginning of the year Shareholding at the end of the year
% of shares % of shares
% of total
pledged % of total shares pledged
Name of shareholders No Of Shares shares of the No Of Shares
/encumbered to of the company /encumbered to
company
total total
Vijay Nanaji Dhawangale 1051021 14.79 - 1051021 14.79 -
Sona Vijay Dhawangale 1045411 14.71 - 1045411 14.71 -
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ONE GLOBAL SERVICE PROVIDER LIMITED

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2023

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1.8 Other Equity (Rs. In Lacs)
Particulars As at As at
31/03/2023 31/03/2022
Capital Reserve 10.83 10.83
General Reserve 6.41 6.41
Retained Earnings -211.08 -349.00
Amalgamation Reserve 212.48 212.48
Total 18.64 -119.28
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Refer Statement of changes in Equity for additions/deletions in each reserve

Notes

I. Securities Premium reserve represents premium received on equity shares issued, which can be utilised only in accordance with the provisions of the Companies Act, 2013 (the Act) for specified purpose. II. Retained Earnings are the profits that the company has earned till date, less any transfer to general reserves, dividends or other distributions paid to the shareholders.

1.9	Non Current Financial Liabilities - Borrowings	(Rs. In Lacs)
	Particulars	As at As at 31/03/2023 31/03/2022
	Unsecured Borrowings II. Loans - From Directors and relatives - From Others Total	33.93 33.93 - - 33.93 33.93

**1.10 **	Trade Payables	(Rs. In Lacs)
	Particulars	As at As at 31/03/2023 31/03/2022
	(a) Total Outstading dues of micro enterprises and small enterprises (b) Total Outstading dues of creditors other than micro enterprises and small enterprises Total	81.68 18.74 412.22 188.99 493.90 207.73

(Refer Note 1.10(a) for ageing schedule)

Note : 1.10 (a) Trade Payables ageing schedule

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(Rs. In Lacs )
Outstanding for following periods from due date of payment
F.Y. 2022-2023 More than 3
Less than 1 year 1-2 years 2-3 years Total
years
(i) MSME 79.12 2.56 - - 81.68
(ii) Others 412.22 - 412.22
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others - - - - -
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(Rs. In Lacs )

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Outstanding for following periods from due date of payment
F.Y. 2021-2022 More than 3
Less than 1 year 1-2 years 2-3 years Total
years
(i) MSME - 18.74 - - 18.74
(ii) Others 188.99 - 188.99
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues - Others - - - - -
1.11 Other Current Liabilities (Rs. In Lacs)
Particulars As at As at
31/03/2023 31/03/2022
a) Statutory Dues Payable 11.77 13.88
b) Salary Payable 7.70 0.80
Total 19.46 14.68
1.12 Short Term Provisions (Rs. In Lacs)
Particulars As at As at
31/03/2023 31/03/2022
Provision for Expenses 3.98 3.00
Provision for Gratuity 2.14
Total 6.11 3.00
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ONE GLOBAL SERVICE PROVIDER LIMITED

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH 2023

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2.1 Revenue from Operations (Rs. In Lacs)
Particulars 2022-2023 2021-2022
Sale of Goods 1,651.50 490.51
Sale of Services 160.13 117.65
Total 1,811.63 608.16
2.2 Purchases of Stock in trade (Rs. In Lacs)
Particulars 2022-2023 2021-2022
Purchase
- -
Import
Indeginous 1,386.83 413.18
Total 1,386.83 413.18
2.3 Employee Benefit Expenses (Rs. In Lacs)
Particulars 2022-2023 2021-2022
Salaries and Wages Expenses 66.88 9.16
Staff Welfare Expenses 0.71 -
Professional Tax 0.06 -
Gratuity Expense 2.14 -
69.78 9.16
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2.4 OTHER EXPENSES (Rs. In Lacs)
Particulars 2022-2023 2021-2022
Selling and distribution expenses :
Advertisement Expenses 0.41 0.70
Administrative Expenses :
Annual Listing fees 3.51 3.34
Audit Fees 1.50 1.50
Bank Charges 0.11 0.29
Conveyance Expenses 5.49 0.01
GST Late Filing Fees 0.80 -
Interest on MSME creditors 0.51 1.60
Legal & Professional Charges 55.98 5.02
Rent Expenses 88.20 35.10
Penalty - 0.09
Other Miscellaneous Expenses 0.04 0.36
ROC Expenses 0.06 0.93
Software Expenses 0.30 0.36
Stampduty Charges - 0.56
Telephone Expenses 0.65 0.05
Travelling Expenses 0.17 0.07
Office Expenses 0.10 -
Commission Expenses 2.02 -
Business Development Charges 2.96 -
Listing Processing Fees 5.95 -
Director's Remuneration 21.60 -
Default in Statutory Dues
Interest on late payment TDS 0.01 0.17
190.37 50.14
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Note 3.1 : Income Taxes

(1) Components of Income Tax Expense

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The major component of Income Tax Expense for the year ended on March 31, 2023 and March 31, 2022 are as follows: (Rs. In Lacs)
For the year ended March For the year ended March
Particulars
31, 2023 31, 2022
Statement of Profit and loss
Current Tax
Current Income Tax - -
Adjustment of tax relating to earlier periods - -
Deferred Tax
Deferred Tax Expense -2.33 -3.45
MAT Credit Entitlement - -
-2.33 -3.45
Other Comprehensive Income
Deferred Tax on
Net loss/(gain) on actuarial gains and losses - -
- -
Income Tax Expense as per the statement of profit and loss -2.33 -3.45
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(2) Reconciliation of effective Tax	(Rs. In Lacs)
,36	For the year ended March 31, 2023 For the year ended March 31, 2022
Profit before tax from continuing and discountinued operations Applicable Income Tax Rate Income Tax Expense Adjustment for : Adjustment for tax relating to earlier periods Difference of Depreciation MAT Credit Entitlement Tax Expense/(benefit) Effective Tax Rate	135.60 101.48 0.0000% 0.0000% - - - - -2.33 -3.45 - - -2.33 -4.45 -1.7156% -4.3868%

(3) Movement in deferred tax assets and liabilities

(i) For the year ended on March 31, 2022

(3) Movement in deferred tax assets and liabilities
(i) For the year ended on March 31, 2022	(Rs. In Lacs)
Particulars	As at March 31, 2021 Credit/(charge) in the statement of profit & loss account Credit/(charge) in other comprehensive income As at March 31, 2022
a) Deferred Tax Liabilities/(asset) In relation to: Property, Plant & Equipment Other temporary differences Provision for doubtful debt and gratuity b) Unused Tax Credits (MAT Credit Entitlement)	-0.25 -3.45 - -3.70 - - - - - - - - -0.25 -3.45 - -3.70 - - - - -0.25 -3.45 - -3.70

(ii) For the year ended on March 31, 2023

(ii) For the year ended on March 31, 2023	(Rs. In Lacs)
Particulars	As at March 31, 2022 Credit/(charge) in the statement of profit & loss account Credit/(charge) in other comprehensive income As at March 31, 2023
a) Deferred Tax Liabilities/(asset) In relation to: Property, Plant & Equipment Other temporary differences Provision for doubtful debt and gratuity b) Unused Tax Credits (MAT Credit Entitlement) (4) Current Tax Assets and Liabilities	-3.70 -2.33 - -6.03 - - - - - - - - -3.70 -2.33 - -6.03 - - - - -3.70 -2.33 - -6.03
Particulars	As at March 31, 2023 As at March 31, 2022
Current Tax Asset Current Tax Liabilities	- - - -

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Note 3.2 : Earnings per Share (EPS)

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For the year ended March For the year ended March
Particulars
31, 2023 31, 2022
Earning per share
Basic 1.94 1.48
Diluted 1.94 1.48
Face value per share 10 10
Basic & Diluted EPS
Profit for the year attributable to equity shareholders 137.92 104.93
Weighted average number of equity shares used in the calculation of
earnings per share 71.05 71.05
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Note 3.2 : Capital Management

For the purpose of the company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objectives of the Company's capital managmement is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise return to stakeholders through the optimisation of the debt and equity balance.

The Company determines the amount of capital required on the basis of annual planning and budgeting and corporate plan for working capital, capital outlay and longterm product and strategic involvements. The funding requirements are met through internal accruals and a combination of both long-term and short-term borrowings.

The Company monitors the capital structure on the basis of total debt (long term and short term) to equity and maturity profile of the overall debt portfolio of the Company.

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(Rs. In Lacs)
Particulars As at March 31, 2023 As at March 31, 2022
Total Debt (Inclusive of current maturities of
long term debt) 553.40 259.34
Total Equity 729.11 591.19
Debt Equity Ratio 0.76 0.44
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Note 3.3 : Financial Risk Management

In course of its business, the Company is exposed to certain financial risks that could have significant influence on the Company's business and operational/ financial performance. These include market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk.

The Board of Directors reviews and approves risk management framework and policies for managing these risks and monitors suitable mitigating actions taken by the management to minimise potential adverse effects and achieve greater predictability to earnings. In line with the overall risk management framework and policies, the management monitors and manages risk exposure through an analysis of degree and magnitude of risks.

(i) Market Risk

Market risk is the risk that changes in market prices, liquidity and other factors that could have an adverse effect on realizable fair values or future cash flows to the Company. The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates as future specific market changes cannot be normally predicted with reasonable accuracy.

(ii) Credit Risk

Credit risk refers to the risk that a counterparty or customer will default on its obligation resulting in a loss to the company. Financial instruments that are subject to credit credit risk principally consist of Loans, Trade and Other Receivables, Cash and Cash Equivalents, Investments and Other Financial Assets.

Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risk. The Company's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in independent markets. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate. The average credit period are generally in the range of 14 days to 90 days. Credit limits are established for all customers based on internal rating criteria.

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||||
|---|---|---|
|Age analysis of Trade Receivables|
|Particulars|As at March 31, 2023|As at March 31, 2022|
|Gross Trade Receivables|
|Due Less than 6 Months|638.31|403.43|
|Due greater than 6 Months|176.00|-|
|Allowance for doubtful debts|-|-|
|Net Trade Receivables|814.31|403.43|

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(iii) Liquidity Risk

The Company monitors its risk of shortage of funds through using a liquidity planning process that encompasses an analysis of projected cash inflow and outflow.

The Company’s objective is to maintain a balance between continuity of funding and flexibility largely through cash flow generation from its operating activities and the use of bank loans. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding

Note 3.4 : Categories of Financial Assets and Liabilities

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||||
|---|---|---|
|Particulars|As at March 31, 2023|As at March 31, 2022|
|Financial Assets|
|a. Measured at amortised cost:|
|Cash and Cash Equivalents (including|
|other bank balances)|2.76|4.97|
|Trade Receivables|814.31|403.43|
|Financial Liabilities|
|a. Measured at amortised cost:|
|Borrowings|33.93|33.93|
|Trade payables|493.90|207.73|

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Note 3.5 : Related Party Transactions

Related party disclosures, as required by Ind AS 24, ” Related Party Disclosures”, are given below

(A) Particulars of related parties and nature of relationships

I. Key Management Personnel

1. Sanjay Upadhaya (Managing Director)

2. Priyanka Garg (Company Secretary)

3. Pooja Hemang Khakhi (Independent Director)

4. Manjeet Sanjay Mehta (Director)

5. Avni Chouhan (Independent Director)

6. Hemang Harshadbhai Shah (Independent Director)

7. Hitarth Prafulbhai Kadia (Chief Financial Officer) w.e.f. 13th August 2022

(B) Related Party transactions and balances

The details of material transactions and balances with related parties (including those pertaining to discontinued operations) are given below:

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As at March 31, As at March 31,
a) Transaction during the year
2023 2022
Salary Paid
Priyanka Garg 2.04 1.80
Hitarth Prafulbhai Kadia 1.61 -
3.65 1.80
Director Remuneration
Manjeet Mehta 21.60 -
21.60 -
As at March 31, As at March 31,
b) Outstanding Balance at the end of the year
2023 2022
Sundry Creditors for Expenses
Manjeet Mehta 1.78 -
Priyanka Garg 0.19
Hitarth Prafulbhai Kadia 0.21
2.17 -
Note 3.6: Contingent Liabilities
As at March 31, As at March 31,
Particulars
2023 2022
- -
Contingent Liability/assets
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Note 3.7: Other Notes

1. Outstanding Balance of unsecured loans, borrowings, trade receivables, trade payables and any other outstanding balances including all squared up accounts are subject to confirmation and reconciliation.

2. Previous Year Figures have been regrouped, rearranged, recalculated and reclassified whenever required.

3. Ratios

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Particulars F.Y. 2022-2023 F.Y. 2021-2022
(A) Current Ratio 1.73 2.02
(B) Debt-Equity Ratio 0.76 0.44
(C) Return of Equity Ratio 0.19 0.15
(D) Net Capital Turnover Ratio 5.96 3.15
(E) Net Profit Ratio 0.08 0.17
(F) Return of Capital Employed 0.18 0.16
(G) Inventory Turnover Ratio - -
(H) Trade Payables Turnover Ratio 3.95 2.54
(I) Trade Receivables Turnover Ratio 2.98 1.87
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4. Additional Regulatory Information

a) The Company does not have any benami property where any proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and rules made thereunder.

b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

c) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

d) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiary) or

• provide any guarantee, security or the like to or on behalf of the ultimate beneficiary.

e) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

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• provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

f) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income tax Act, 1961.

g) The Company has not traded or invested in crypto currency or virtual currency during the year under review.

h) There are no charges or satisfaction which are yet to be registered with Registrar of Companies beyond the

i) The Company has no transactions with the Companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

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Annexure 10
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Annexure 11

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Annexure 12

APPLICABLE INFORMATION IN THE FORMAT SPECIFIED FOR ABRIDGED PROSPECTUS

This Abridged Prospectus contains information pertaining to the unlisted entity “Plus Care Internationals Private Limited” (hereinafter called “Transferor Company” or “Company” or “PCIPL”) and “One Global Service Provider Limited” (Hereinafter called “Transferee Company” or “OGSPL”) and their respective shareholders and Creditors (“Scheme”) and the Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

This Abridged Prospectus prepared pursuant to Securities and Exchange Board of India(“SEBI) Circular Bearing no. SEBI/HO/CFD /SSEP/CIR/P/2022/14 dated February 4, 2022, Master Circular bearing no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements), 2015 read with the said Circular and contains the applicable information in format specified for abridged prospectus. This Document should be read together with the Scheme.

THIS ABRIDGED PROSPECTUS DATED APRIL 3[RD] , 2024 FORMING PART OF THE NOTICE CONSISTS OF TWELVE (12) PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

You may download the Abridged Prospectus along with the Scheme, approved by the Board of Directors of the Transferor Company and the Transferee Company along with all other relevant Documents from the website of the stock exchange www.bseindia.com, where the shares of the Transferee Company are listed or from the website of the Transferee Company at https: https://www.1gsp.in/.

Plus Care Internationals Private Limited CIN: U85200MH2018PTC313780 Date of Incorporation: September 10, 2018

Registered Office: 1, Floor-0, Plot-135,160, Firuz Ara Blg, Sachivalaya Maharshi Karve Road, Gymkhana Nariman Point Mumbai, Maharashtra, India, 400021 Contact Person Name: Ritesh Anilrao Kshirsagar

Telephone: +91 9923192888 Email: iconnect-mumbai@pluscare.org Website: https://www.pluscare.org/index.html

NAME OF PROMOTERS OF PLUS CARE INTERNATIONALS PRIVATE LIMITED MRS.SONA DHAWANGALE MR.JAYANT NARAYAN RAGHUTE

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SCHEME DETAILS, LISTING AND PROCEDURE

The Scheme of Amalgamation is prepared under the provisions of Sections 230 to 232 of the Companies Act, 2013 read with other applicable provisions of the Companies Act, 2013, which inter alia, provides for Amalgamation and consolidation of the entire Undertaking, business and Operations (as defined in the Scheme) of Plus Care Internationals Private Limited (hereinafter referred to as “Transferor Company” or “Company” or “PCIPL”) into One Global Service Provider Limited (hereinafter referred to as “Transferee Company” or “OGSPL”) on a going concern basis.

Background of the scheme of Amalgamation

Plus Care Internationals Private Limited is a Company Incorporated on September 10[th] , 2018 under the Companies Act 2013. It is mainly engaged in the Business of running all types of hospitals, nursing homes, clinics, dispensaries, Maternity homes, health care centre, diagnostic centre, Child Welfare and Family Planning centre, Pathological & other laboratories, X Ray Clinics, E.C.G. Clinics, Blood Banks, Kidney Bank, or such other human or animal limb or organ banks, whether natural or artificial and also to carry on business of running creches, ambulances and other health related activities and services.

One Global Service Provider Limited (Formerly known as Overseas Synthetics Limited), Transferee Company is a BSE Listed Company incorporated under the Companies Act, 1956 on 17[th] March 1992 with the name Overseas Synthetics Limited and was having its registered office at Nutan Estate Vasta Devdi Roadmadhav Baug Katargam Surat, Gujarat, India, 395004 bearing CIN: L17119GJ1992PLC017316, later the Registered office of the Company was shifted to Block No. 355, Manjusar Kumpad Road, Village - Manjusar, Taluka - Savli, Vadodara 391775 with effect from 30th October,2012 bearing CIN: L24200GJ1992PLC017316 and then after 6th Floor, 601 E Wing, Trade Link Building, B & C Block Senapati Bapat Marg, Kamala Mill Compound, Lower Parel (W), Delisle Road, Mumbai, Maharashtra, India, 400013 in the year 2023, the Company change its name from Overseas Synthetics limited to One Global Service Provider Limited bearing CIN: L74110MH1992PLC367633 (hereinafter referred to as the “Transferee Company”).

The Transferee Company at the time of Incorporation was engaged into the business of doing different types of processes on various kinds of materials. Later in the year 2012 along with the original business of doing processing on various kinds of materials, the company started doing the business of manufacturing and processing of various chemicals and dyes including food pigments. In the year 2020 the Transferee Company dropped off its original business and started to provide services related to health, medical and healthcare activities including import-export of bulk drugs and pharmaceutical formulations and running of all types of hospitals and related services. It also started to promote research & development work related to medicines. In 2022, in addition to above object, it also started to provide consultancy and development (requirements, design, develop, test, Integrate, deploy, maintain) of software/IT product and its enabled services. Also it provides software only solutions around but not limited to data

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analytics, machine learning, artificial intelligence, statistical inferences, etc. and to provide hardware solution to host software applications developed Including Server, router and its related accessories.

Rationale for the Scheme of Amalgamation

The Transferee Company’s one of the main object is to carry out the activities in the field of health related services and that the Transferor Company provides on business of running all types of hospitals, nursing homes, clinics, dispensaries, Maternity homes, health care centre, diagnostic centre, Child Welfare and Family Planning centre, Pathological & other laboratories, X Ray Clinics, E.C.G. Clinics, Blood Banks, Kidney Bank, and other health related activities and services. The amalgamation of the Transferor Company with the Transferee Company would inter alia have the following benefits:

• Greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximizing overall shareholder value, and will improve the competitive position of the combined entity;

• The Proposed amalgamation will offer an immense opportunity to consolidate the portfolio of brands and products that are relevant to the “Health Industry” under a single roof;

• The Proposed amalgamation will enable the merged entity to carter to the needs of entire value chain. This can have a better reach in terms of various customer base and will provide a stronger market position of the company;

• The Proposed amalgamation will result in greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value.

• Improved organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry.

• Greater access by the amalgamated company to different market segments in the conduct of its business.

• Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, and the elimination of duplication, and rationalization of administrative expenses.

• Achieving economies of scale.

Issue of New Equity Shares by Transferee Company to the shareholders of the Transferor Company.

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Upon coming into effect of the Scheme and in consideration of the merger of the Transferor Company into and with the Transferee Company including transfer and vesting of the undertaking of the Transferor Company in the Transferee Company, in terms of the Scheme, the Transferee Company shall without any further application or deed, be required to issue and allot Equity Share to the shareholders of the Transferor Company whose names are recorded in the register of members as a member of the Transferor Company.

The Transferee Company (One Global Service Provider Limited) will issue 1202 Equity Shares to the shareholders of Transferor Company (Plus Care Internationals Private Limited) against 1 Equity Shares held by them in the Transferor Company (Plus Care Internationals Private Limited).

The aforesaid share exchange ratio has been approved by the Board of Directors of Transferor Companies and Transferee Company as being a fair share exchange ratio as recommended by a reputed independent firm of Chartered Accountants viz. M/s. DDA & Co, Chartered Accountants, vide their Valuation Report dated 06th March, 2023.

Classification of Promoters of the Transferor Company and the Transferee Company

1. Upon the sanction of the Scheme of Amalgamation by NCLT, Mumbai Bench, Mumbai and the Scheme becoming effective and on allotment of shares to the shareholders of the Transferor Company, the Promoter Shareholders of the Transferor Company shall become the Promoter Shareholders of the Transferee Company except Mr. Jayant Narayan Raghute.

2. Also, upon the sanction of the Scheme of Amalgamation by the NCLT, Mumbai Bench, Mumbai and upon the Scheme of Amalgamation becoming effective following person classified as Promoters of the Transferee Company.

3. Sona Dhawangale

4. Vijay Dhawangale

5. Sanjay Upadhaya

Effect on Share Capital of the Transferor Company and Transferee Company.

As an integral part of the Scheme and upon the Scheme coming into effect on the Effective Date, the Authorized Share Capital of the Transferor Company, comprised of Equity Shares of Rs. 10 (Indian Rupee Ten) each shall stand transferred, merged and combined with the Authorized Equity Share Capital of the Transferee Company.

In addition to the increase in the Authorized Share Capital of One Global Service Provider Limited caused by credit of the Authorized Share Capital of the Transferor Company as mentioned above, the Authorized Share Capital of

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One Global Service Provider Limited shall be further increased and reorganized, in the manner mentioned below:

The Authorised Share Capital of the Transferee Company is Rs 25,05,00,000 (Rupees Twenty Five Crores Five Lakhs Only) divided into 2,50,50,000 Equity shares of Rs. 10 each.

Dissolution of the Transferor Company.

On the coming into effect of this Scheme, the Transferor Company shall stand dissolved without winding-up, and the Board of Directors and any committees thereof of the Transferor Company shall without any further act, instrument or deed be and stand dissolved.

PRICE BAND, MINIMUM BID LOT & INDICATIVE TIMELINES

The Abridged Prospectus is issued pursuant to the Scheme and is not deemed to be the offer to public at large. The time cannot be established with absolute certainty, as the Scheme is subject to approval of the various regulatory authorities including the National Company Law Tribunal.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity shares 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 the Abridged Prospectus, Specific attention of the investors is invited to the section titled “Internal Risk Factors” on Page 9 of this Abridged Prospectus.

PROCEDURE

The procedure with respect to public issue would not be applicable as the Scheme does not involve issue of equity shares to public at large. The issue of equity shares of the Transferee Company is only to the shareholders of the Transferor Company, in accordance with the Scheme. Hence the processes and procedures applicable to public issues is not applicable. However, after the allotment of share, the Transferee Company shall make all requisite applications and shall comply with the provisions of Applicable Laws to list the shares on stock exchange as per Applicable procedure.

PRICE INFORMATION OF BRLM’S*

Not Applicable , since the proposed issue is not to public shareholders but to the shareholders of the Transferor Company, pursuant to the Scheme.

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Statutory Auditors of Plus Care Internationals Private Limited: Name: Mahesh Gurav & Co. Chartered Accountants Address: MGC Capital, 1185-C, 33A/2 Rajarampuri 5[th] Lane, Near Bank of Baroda, Kolhapur 416008. Telephone: 0231-2533321 Email id: maheshgurav101551@gmail.com Firm Reg. No: 116598W Syndicate Members: Not Applicable Credit Rating Agency: Not Applicable. Debenture Trustee: Not Applicable. Self-Certified Syndicate Banks: Not Applicable. Registrar: Not Applicable. Non-Syndicated Registered Brokers: Not Applicable.

	TABLEOF CONTENTS
**Sr. No. **	**Particular **	**Page-No. **
1.	Promoters of PCIPL	6
2.	BusinessModel/Business Overviewof PCIPL	6
3.	Board of Directors of PCIPL	6-7
4.	Objects ofthe Scheme	7
5.	Shareholding Pattern of PCIPL	8
6.	RestatedAuditedFinancials of PCIPL	9
7.	Internal Risk Factors of PCIPL	9-10
8.	Summary of Outstanding Litigations, Claims and Regulatory Action	10-11
9.	Any other ImportantInformation	12
10.	Declaration	12

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	PROMOTERS OF PCIPL	PROMOTERS OF PCIPL
Sr.	Name of Promoters	No. of Shares Held	%
1.	Sona Dhawangale	9900	95.67
2.	Jayant Narayan Raghute	100	0.97

BUSINESS MODEL/BUSINESS OVERVIEW OF PCIPL

Plus Care Internationals Private Limited CIN: U85200MH2018PTC313780) a company incorporated under the Companies Act, 1956 on 10[th] September 2018 having its registered office at 1, Floor-0,Plot- 135,160, Firuz Ara Blg, Sachivalaya Maharshi Karve Road, Gymkhana Nariman Point Mumbai City MH 400021

The Company is engaged in business of running all types of hospitals, nursing homes, clinics, dispensaries, Maternity homes, health care centre, diagnostic centre, Child Welfare and Family Planning centre, Pathological & other laboratories, X Ray Clinics, E.C.G. Clinics, Blood Banks, Kidney Bank, or such other human or animal limb or organ banks, whether natural or artificial and also to carry on business of running creches, ambulances and other health related Activities and services.

	BOARDOF DIRECTORS OF PCIPL	BOARDOF DIRECTORS OF PCIPL	BOARDOF DIRECTORS OF PCIPL
Sr. No.	Name	Designation and DIN	Experience & Educational Qualification	Other Directorships
1.	Ritesh Anilrao Kshirsagar	Director DIN: 08048166 Date of Appointment: 29/03/2019	Mr. Ritesh Kshirsagar is versatile professional with a Diverse background having more than 20 years of experience as project manager and Divisional Manager. he Has strong work ethic and excellent leadership skills.	Indian / Foreign Companies.: NIL
2.	Jayant Narayan Raghute	Director DIN: 08405155 Date of Appointment: 29/03/2019	Mr. Jayant Raghute having experience more than 17 years in Medical and Pharmaceutical field. He also	Indian / Foreign Companies.: NIL

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having experience in pathology field.

OBJECTS OF THE SCHEME

This Scheme of Amalgamation provides for merger of Transferor Company into and with the Transferee Company pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 and applicable provisions of the Income Tax Act, 1961, the SEBI Circulars (as defined hereinafter) and Applicable Laws (as defined hereinafter).

The Board of PCIPL and OGSPL believes that Pursuant to the implementation of the Scheme, the objects of the Transferor Company and the Transferee Company can be conveniently, advantageously and economically carried on by a single entity. The restructuring proposed under the Scheme will not affect the normal business operations of the Transferee Company and would improve the same.

Name of monitoring agency, if any: Not Applicable.

Terms of Issuance of Convertible Security, if any: Not Applicable.

Number/amount of Equity Shares proposed to be sold by selling shareholders, if any: Not Applicable.

SHAREHOLDING PATTERNOF PCIPL:	SHAREHOLDING PATTERNOF PCIPL:	SHAREHOLDING PATTERNOF PCIPL:	SHAREHOLDING PATTERNOF PCIPL:	SHAREHOLDING PATTERNOF PCIPL:	SHAREHOLDING PATTERNOF PCIPL:	SHAREHOLDING PATTERNOF PCIPL:	SHAREHOLDING PATTERNOF PCIPL:
Sr.No.	Particulars	Transferor Company		Transferee Company
		Pre- Amalgamation		Pre - Amalgamation		Post- Amalgamation
		No. of Shares	%	No. of Shares	%	No. of Shares	%
1.	Promoter & Promoter Group	10000	96.63	2096432	29.5	14414528	73.76
2.	Non- promoter andPublic	348	3.37	5008275	70.5	5128475	26.24
TOTAL		10348	100	7104707	100	19543003	100

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RESTATED AUDITED FINANCIALS OF PCIPL

				(Rs. In Lacs)
Particulars	For the period ended January 19, 2023	For the year ended March 31, 2023	For the year ended March 31, 2022	For the year ended March 31, 2021
Total Income from Operations (net)	6627.69	7104.71	12411.46	2711.58
Net Profit / (Loss) before tax	2372.29	1017.69	1759.83	491.55
Net Profit / (Loss) aftertax	1695.46	714.57	1324.17	381.15
Equity Share Capital	1.03	1.03	1.03	1.00
Reserves and Surplus	4048.93	3068.04	2253.59	929.42
Networth	4049.97	3069.07	2254.59	930.42
Basic earnings per share (Rs.)	16384.42	7096.94	13241.67	3811
Diluted earnings per share (Rs.)	16384.42	7096.94	13241.67	3811
Return on net worth (%)	41.86%	23.29%	58.73%	40.97%
Net asset value per share (Rs.)	39137.70	29658.58	21787.69	930.42

Notes:

1. Net worth comprises of Equity Share Capital and Reserves and Surplus.

2. Basic and Diluted earnings per share have been calculated by applying the following formula: Net Profit/ (Loss) for the year divided by number of shares outstanding.

3. Return on net worth % has been calculated by applying the following formula: Net Profit/ (Loss) after tax and extraordinary items divided by Net worth and multiplied by 100.

4. Net asset value per share has been calculated by adding the balance of Equity Share Capital and Reserves and Surplus and dividing the same by the number of shares issued, subscribed and paid-up.

INTERNAL RISK FACTORS OF PCIPL

• Failures of or inadequacies in the information technology systems of the Company or any disruption due to unauthorized tampering, security or

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• privacy breaches, could have a material adverse effect on our business, financial condition, results of operations of the company.

• We are highly dependent on our doctors, nurses and other healthcare professionals and our business and financial results could be harmed if we are not able to attract and retain such doctors, nurses and other healthcare professionals.

• Advanced Healthcare Technologies: Advanced technologies such as artificial intelligence will enhance the accuracy of diagnostics and treatment, making healthcare more efficient and accessible, thereby giving a boost to the sector.

• Market Competition: The healthcare sector is highly competitive, and emerging companies face challenges in establishing themselves against well-established players.

• Ethical and Social Responsibility Concerns: Ethical issues surrounding healthcare practices and pricing, as well as social responsibility, can impact a company’s reputation and market performance.

• A lack of a stable pricing and policy environment-The challenge created by unexpected and frequent domestic pricing policy changes in India. It has created a vague environment for investments and innovations. IPA suggests both the government and stakeholders work together to develop a plan to produce affordable Indian patients’ drugs.

• Effect of external markets-Reports comments that India is heavily dependent on other countries for active pharmaceutical ingredients (API) and other intermediates. 80% of the APIs are imported from China. So India is, therefore, at the mercy of supply disruptions and unpredictable price fluctuations. Implementation of infrastructure improvement in the field of internal facilities is necessary to stabilize supply.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

A. Total number of outstanding litigations against the Company and amount involved:	A. Total number of outstanding litigations against the Company and amount involved:	A. Total number of outstanding litigations against the Company and amount involved:	A. Total number of outstanding litigations against the Company and amount involved:	A. Total number of outstanding litigations against the Company and amount involved:	A. Total number of outstanding litigations against the Company and amount involved:	A. Total number of outstanding litigations against the Company and amount involved:
Name of Entity	Criminal Proceedin gs	Tax Proceed ings	Statutory or Regulatory Proceeding s	Disciplinary actions by the SEBI or Stock Exchange against Promotors	Material Civil Litigations	Aggregate amount involved (Rs. in Lakhs)

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PCIPL	PCIPL	PCIPL	PCIPL	PCIPL	PCIPL	PCIPL
ByPCIPL	NIL	NIL	NIL	NIL	NIL	NIL
Against PCIPL	NIL	NIL	NIL	NIL	NIL	NIL
Directors
By the Directors of the PCIPL	NIL	NIL	NIL	NIL	NIL	NIL
Against the Directors of PCIPL	NIL	NIL	NIL	NIL	NIL	NIL
Promoter
By the Promoter s of PCIPL	NIL	NIL	NIL	NIL	NIL	NIL
Against the Promoter s of PCIPL	NIL	NIL	NIL	NIL	NIL	NIL
By and Against the Subsidiaries : There are no subsidiaries of PCIPL, hence Not applicable
B. Brief details of top 5 material outstanding litigations against the Company and amount involved: - NIL.
C. Regulatory Action, if any – disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, ifany: - NIL
D. Brief Details of outstanding criminal proceedings against Promoters_:_NIL

	ANYOTHER IMPORTANT INFORMATION
	Authority for the issue – The Scheme was approved by the Board of
	Directors of PCIPL and Directors of OGSPL on March 6, 2023. The
	Scheme is subject to approvals from the SEBI, Stock Exchanges,
	National Company Law Tribunal, Regional Director & Registrar of
	Companies.
	Expert Opinion obtained, if any – Valuation Report dated March 6, 2023
	and Fairness Opinion dated March 6, 2023
	Material Contracts and Documents for Inspection:
	1. Scheme of Amalgamation
	2. Share Valuation Report
	3. Fairness Opiniontakenpursuant to the Scheme

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DECLARATION BY PCIPL

We, hereby, declare that all applicable provisions in connection with the issue, including under the Companies Act 1956, Companies Act 2013, and the directions/ regulations issued by Government of India or SEBI or any other competent authorities in this respect from time to time, as the case may be, have been complied with and no statement made in the Prospectus is contrary to the such requirements. We, further certify that the Prospectus does not omit disclosure of any material information that may make the statements made herein, in the light of the circumstances in which they were made, misleading and that all statements in the Prospectus are true and correct in all material respects.

For and on behalf of Plus Care Internationals Private Limited

Sd/- Name: Ritesh Anilrao Kshirsagar Designation: Director DIN: 08048166 Date: 03.04.2024 Place: Mumbai

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