ONE POINT ONE SOLUTIONS LIMITED — AGM Information 2023

Sep 15, 2023

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To, The Manager Listing Department, National Stock Exchange of India Ltd Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400 051

Date: 15[th] September, 2023

Sub: Corrigendum to the Notice of 15[th] Annual General Meeting of the shareholders of One Point One Solutions Limited to be held on 22[nd] September, 2023.

Ref: Our earlier Intimation dated 31[st] August, 2022 for Annual Report and Notice.

Dear Sir / Madam,

This is in continuation to the Notice of 15[th] Annual General Meeting of the Company (AGM Notice) dated 24[th] August, 2023, which has already been emailed to all the shareholders of the Company on 31[st] August, 2023. A Corrigendum is being issued today to inform to all the Shareholders to whom the Notice of Annual General Meeting has been sent regarding changes in the AGM Notice and Explanatory Statement by inclusion of certain new items and disclosures. A copy of detailed Corrigendum is enclosed herewith. The said Corrigendum is also being published in the respective newspapers in Hindi and English language and also being uploaded on the website of the Company.

Except as detailed in the attached Corrigendum, all other items of the AGM Notice along with Explanatory Statement dated 24[th] August 2023, shall remain unchanged.

This Corrigendum will also be available on the Website of the Company www.1point1.com.

Please note that on and from the date hereof, the AGM Notice dated 24[th] August, 2022 shall always be read collectively with this Corrigendum.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we kindly request you to take into record the above submissions and the attached Corrigendum.

This is for you information and records.

Thanking you, By order of Board of Directors For One Point One Solutions Limited

PRITESH SANJAY Digitally signed by PRITESH SANJAY SONAWANE SONAWANE Date: 2023.09.15 17:46:29 +05'30'

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Pritesh Sonawane Company Secretary and Compliance officer Date: 15[th] September 2023 Encl: a/a

ONE POINT ONE SOLUTIONS LIMITED

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705. T. 022 6687 3800 F. 022 6687 3889 CIN: L74900MH2008PLC182869 website: www.1point1.in Reg. Office: T-762, 6[th] Floor, Tower-7, International Infotech Park, Above Vashi Railway Station, Vashi, Navi Mumbai, Maharashtra -400 703.

Mumbai. Gurgaon. Indore. Banglore

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ONE POINT ONE SOLUTIONS LIMITED

CIN : L74900MH2008PLC182869

Reg. Off : International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703, Maharashtra, India E-mail: investors@1point1.in ; Website: www.1point1.com Tel. No.: 022-6687 3800; Fax No.: 022-6687 3899;

CORRIGENDUM TO THE NOTICE OF THE 15[th] ANNUAL GENERAL MEETING

This Corrigendum is being issued by One Point One Solutions Limited (“Company”) for convening an Annual General Meeting of the Shareholders of the Company (“AGM”) on Friday, 22[nd] September 2023 at 11:30 A.M.(IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) for which purpose the Corporate Office of the Company situated at C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai 400 705, Maharashtra, India, shall be deemed as the venue for the Meeting.

This Corrigendum is to be read in conjunction with the AGM Notice dated 24[th] August 2023 as available on the website of the Company and National Stock Exchange of India Limited (“NSE”) where the shares of the Company are listed. The Notice of the AGM was dispatched to all the shareholders of the Company on 31[st] August 2023 in due compliance with the provisions of the Companies Act, 2013 (“the Act”), and rules made thereunder, read with circulars issued by Ministry of Corporate Affairs and Securities Exchange Board of India.

Capitalized words and expressions used but not defined herein shall have the same meaning as assigned to them in the AGM Notice. This Corrigendum is being issued to give notice to amend/ provide additional details as mentioned herein and pursuant to the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018:

1. Following business shall be considered as Ordinary business and shall be put to vote as Item no. 2A:

Appointment of M/s. SIGMAC & Co., Chartered Accountants (Registration No. 116351W) as Statutory Auditors of the Company and to fix their remuneration

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to the recommendations of the Audit Committee and the Board

ONE POINT ONE SOLUTIONS LIMITED

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705. T. 022 6687 3800 F. 022 6687 3889 CIN: L74900MH2008PLC182869 website: www.1point1.in Reg. Office: T-762, 6[th] Floor, Tower-7, International Infotech Park, Above Vashi Railway Station, Vashi, Navi Mumbai, Maharashtra -400 703.

Mumbai. Gurgaon. Indore. Banglore

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of Directors of the Company, M/s. SIGMAC & CO., Chartered Accountants (Firm Registration No. 116351W), be and are hereby appointed as the Statutory Auditors of the Company, to hold office for a period of five consecutive years from the conclusion of this Annual General Meeting till the conclusion of the 20[th] Annual General Meeting of the Company to be held in the year 2028, at such remuneration as may be decided by the Board of Directors of the Company (or any committee thereof) in consultation with the Statutory Auditors.

RESOLVED FURTHER THAT any one Director of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things as may be necessary and expedient to give effect to this resolution.”

2. Further, following explanatory statement shall be added after explanatory statement item no 2 of the AGM notice and shall be read as Item no 2A explanatory statement under section 102(1) of the Companies Act, 2013:

Item No. 2A

The members of the Company at the 10[th] Annual General Meeting (“AGM”) of the Company held on 22[nd] September 2018 had approved the appointment of Vinod Kumar Jain & Co., Chartered Accountants, (Firm Registration No: 111513W) as the statutory Auditors of the Company till the conclusion of 15[th] AGM to be held in the year 2023.

After evaluating and considering various parameters such as industry experience, competency of the Audit team, efficiency in conduct of audit, independence etc. the Board of Directors of the Company has based on the recommendation of Audit Committee at its meeting held on August 24,2023 proposed the appointment of M/s. SIGMAC and Co., Chartered Accountants, (Firm Registration No: 116351W) as the Statutory Auditors of the Company, for a term of five consecutive years from the conclusion of 15[th] AGM till the conclusion of 20[th] AGM to be held in the year 2028 at a remuneration as may be mutually agreed between the Board of Directors and Statutory Auditors.

M/s. SIGMAC and Co., Chartered Accountants, (Firm Registration No: 116351W) have given their consent to act as the Statutory Auditors of the Company and have confirmed that the said re-appointment if made will be in accordance with the conditions prescribed under section 139 and 141 of the Act. They have further confirmed that they have not disqualified to act as the Statutory Auditors in terms of the Act and rules made thereunder.

Disclosure pursuant to Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

ONE POINT ONE SOLUTIONS LIMITED

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705. T. 022 6687 3800 F. 022 6687 3889 CIN: L74900MH2008PLC182869 website: www.1point1.in Reg. Office: T-762, 6[th] Floor, Tower-7, International Infotech Park, Above Vashi Railway Station, Vashi, Navi Mumbai, Maharashtra -400 703.

Mumbai. Gurgaon. Indore. Banglore

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Name of the Auditor M/s. SIGMAC and Co., Chartered Accountants, (Firm Registration No: 116351W). It holds the ‘Peer Review’ certificate as issued by ICAI.	Name of the Auditor M/s. SIGMAC and Co., Chartered Accountants, (Firm Registration No: 116351W). It holds the ‘Peer Review’ certificate as issued by ICAI.
Terms of Appointment For term of five Financial Years from the conclusion of this Annual General Meeting till the 20thAnnual General Meeting to be held for the year ended 2028.
Proposed Fees payable and material change in the fee payable As may be decided by the Board of Directors of the Company (or any committee thereof) in consultation with the Statutory Auditors
Basis of recommendation for appointment based on the recommendation of Audit Committee at its meeting held on August 24,2023 proposed the re-appointment of M/s. SIGMAC and Co., Chartered Accountants, (Firm Registration No: 116351W) as the Statutory Auditors of the Company
Brief Credentials of the Auditor	S I G M A C & CO, are a distinguished chartered accountant firm with an experience of more than 25 years. We are based in Mumbai, with our branches at Aurangabad and Gurugram. S I G M A C & CO, is service provider in the area of accounting, assurance, taxation and consultancy. S I G M A C & CO, are empanelled with the office of C & AG, Reserve Bank of India, National Investigation Agency (for Forensic Audits), Income Tax Department Mumbai (for Special Audits) and other banks & financial institutions. S I G M A C & CO, provide services in the area of Audit and Assurance, Record Management, Forensic Audit, System Audit Specialized Tax Consultancy and Tax planning, Corporate and Financial Consultancy, Due Diligence (Commercial, Legal & Accounts), Pre-disbursement compliances and End Use Monitoring. S I G M A C & CO ispeer-reviewedby the peer review board of the ICAI.

None of the Directors and Key Managerial Personnel of the Company and their relatives is in any way concerned or interested, financially or otherwise, in the resolution at Item No.2A of the Notice.

The Board recommends passing the Ordinary Resolution set out in Item No. 2A for the approval of members.

ONE POINT ONE SOLUTIONS LIMITED

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705. T. 022 6687 3800 F. 022 6687 3889 CIN: L74900MH2008PLC182869 website: www.1point1.in Reg. Office: T-762, 6[th] Floor, Tower-7, International Infotech Park, Above Vashi Railway Station, Vashi, Navi Mumbai, Maharashtra -400 703.

Mumbai. Gurgaon. Indore. Banglore

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3. In Explanatory statement of Item No. 5, Point 1 : the Object of the Preferential issue be replaced with following;

1. The objects of the preferential issue:

The proceeds of the proposed preferential issue of Warrants shall be used primarily towards the following objects (“Objects”):

1. Working Capital Requirement; and

2. General Corporate Purposes

3. Strengthening our technology infrastructure by upgrading / Purchasing new hardware, software’s and solutions and Up-gradation of Existing Technology Platform of our Company.

4. Funding initiatives for organic growth including but not limited to adding sales and marketing teams across the markets i.e. India, USA, UK, Australia, MENA Region, doing various marketing activities, attending and participating in international events and trade shows etc.

5. Achieving inorganic growth through acquisitions both company and business and Refurbishment of our existing Infrastructure Facility as and when required.

By addressing these objectives, the organization seeks to strengthen its financial position, improve operational capabilities, and pursue growth opportunities.

Utilization of Proceeds of Preferential Issue:

We propose to deploy the proceeds of the Preferential Issue in accordance with the estimated schedule of implementation and deployment of funds set forth in the table below

Sr. No	Particulars	Total estimated amount to be utilized (Amount in *Rs. Crores) **	Tentative timeline for utilization of issue proceeds for each of the object
1.	Working Capital Requirement	10.00	30th September 2025
2.	General Corporate Purposes	26.20	30th September 2025
3.	Strengthening our technology infrastructure by upgrading / Purchasing new hardware, software’s and solutions and Up-gradation of	10.00	30th September 2025

ONE POINT ONE SOLUTIONS LIMITED

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705. T. 022 6687 3800 F. 022 6687 3889 CIN: L74900MH2008PLC182869 website: www.1point1.in Reg. Office: T-762, 6[th] Floor, Tower-7, International Infotech Park, Above Vashi Railway Station, Vashi, Navi Mumbai, Maharashtra -400 703.

Mumbai. Gurgaon. Indore. Banglore

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	Existing Technology Platform of our Company.
4.	Funding initiatives for organic growth including but not limited to adding sales and marketing teams across the markets i.e. India, USA, UK, Australia, MENA Region, doing various marketing activities, attending and participating in international events and trade shows etc.	10.00	30th September 2025
5.	Achieving inorganic growth through acquisitions both company and business and Refurbishment of our existing Infrastructure Facility as and when required.	50.00	30th September 2025

(*) considering 100% conversion of Warrants into Equity Shares within the stipulated time.

Note: In terms of NSE Notice No. NSE/CML/2022/56, dated December 13, 2022, the amount specified for the above-mentioned object of issue size may deviate +/- 10% depending upon the future circumstances.

Our Company, in accordance with the policies formulated by our Board from time to time and subject to the use of proceeds as stipulated in this notice, will have the flexibility to deploy the Issue Proceeds. Pending utilization of the Issue Proceeds for the purposes described above, our Company intends to deposit the Gross Proceeds only with scheduled commercial banks included in the second schedule of the Reserve Bank of India Act, 1934.

The Company shall also disclose the mode in which the proceeds of the Preferential Issue will be kept till the time of utilisation of the proceeds of the Preferential Issue. Our fund requirements and deployment of the Net Proceeds are based on the internal management estimates as per our business plan based on current market conditions. Further, if the proceeds are not utilised (in full or in part) for the Objects during the period stated above, the remaining proceeds shall be utilised in subsequent periods for the above mentioned objects.

The proceeds of the Preferential Issue shall be kept in the monitoring account/ separate bank account till such time the proceeds of the Preferential Issue are fully utilized and will be monitored by the monitoring agency as required under Regulation 162A of the SEBI ICDR Regulations. The Monitoring Agency shall submit a report to our Board as required under Regulation 162A of the SEBI ICDR Regulations. The Company will disclose the utilization of the Net Proceeds under a separate head in our balance sheet along with the relevant details, for all such amounts that have not been utilized. The Company will indicate instances, if any, of unutilized Net Proceeds in the balance sheet of the Company for the relevant Financial Years.

ONE POINT ONE SOLUTIONS LIMITED

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705. T. 022 6687 3800 F. 022 6687 3889 CIN: L74900MH2008PLC182869 website: www.1point1.in Reg. Office: T-762, 6[th] Floor, Tower-7, International Infotech Park, Above Vashi Railway Station, Vashi, Navi Mumbai, Maharashtra -400 703.

Mumbai. Gurgaon. Indore. Banglore

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Additional disclosures stipulated by BSE Notice No. 20221213-47 and NSE Circular No. NSE/CML/2022/56 both dated December 13, 2022 and appointment of a SEBI registered Credit Rating Agency as monitoring agency for monitoring the use of proceeds of the Preferential Issue.

The disclosures above are in accordance with the said notice/circular.

1. In point No. 4 of item no. 5, basis on which the price has been arrived at and justification for the price (including premium, if any), the following shall be inserted:

Further, considering that the allotment through this preferential issue shall be more than 5% of the post issue fully diluted share capital of the Company, to an allottee or to allottees acting in concert, the price has been determined by taking into consideration valuation report dated August 23, 2023 issued by Ms. Binal B. Darji, Independent Registered Valuer with IBBI Registration No. IBBI/RV/02/2021/14321 using all the methods of valuation viz. Income approach, Asset Approach and Market approach for the proposed Preferential Issue and the said report can be found on the website of the Company at the following link http://www.1point1.com as per Regulation 166 (A) of SEBI ICDR Regulations.

5. Further, Point No. 62 to 67 of item no 5 shall be renumbered as Point NO. 18 to 23 respectively.

This Corrigendum shall form an integral part of the AGM Notice circulated to the shareholders of the Company. Accordingly, all concerned shareholders, Stock Exchanges, Depositories, Registrar and Share Transfer Agent, agencies appointed for e-voting, other Authorities, regulators, and all other concerned persons are requested to take note of the above changes.

This Corrigendum shall also be available at the website of the Company at www.1point1.com and on the website of NSE where the shares of the Company are listed.

Thanking you, By Order of Board For One Point One Solutions Limited

PRITESH SANJAY Digitally signed by PRITESH SANJAY SONAWANE SONAWANE Date: 2023.09.15 17:46:50 +05'30'

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Pritesh Sonawane

Company Secretary and Compliance officer

Date: September 15, 2023

ONE POINT ONE SOLUTIONS LIMITED

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705. T. 022 6687 3800 F. 022 6687 3889 CIN: L74900MH2008PLC182869 website: www.1point1.in Reg. Office: T-762, 6[th] Floor, Tower-7, International Infotech Park, Above Vashi Railway Station, Vashi, Navi Mumbai, Maharashtra -400 703.

Mumbai. Gurgaon. Indore. Banglore