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ONE POINT ONE SOLUTIONS LIMITED — M&A Activity 2025
Dec 21, 2025
62376_rns_2025-12-22_4cba5292-a490-4260-abfb-d82db9f29bd3.pdf
M&A Activity
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To,
22[nd] December 2025
The Manager Listing Department, National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051
Symbol: ONEPOINT
Subject: Intimation for signing of Purchase and Sale agreement by One Point One MENA Holdings Limited, a wholly-owned subsidiary of the Company in relation to acquisition of 100% shares in Netcom Business Contact Centre S.A. a Costa Rica -based entity and Netcom BCC Colombia S.A.S. a Colombia -based entity.
Reference: Regulation 30 (Disclosure of event or information) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Respected Sir/Madam,
This is to inform that pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) including amendments thereto read with circulars issued by SEBI from time to time, One Point One MENA Holdings Limited a wholly-owned subsidiary of the Company has executed Purchase and Sale Agreement in relation to acquisition of 100% shares of Netcom Business Contact Centre S.A. a Costa Rica -based entity and Netcom BCC Colombia S.A.S. a Colombia -based entity.
We have enclosed Annexure I, which contains the key highlights of this transaction, for your reference.
You are requested to kindly take the same on your record.
Thanking you, Yours faithfully,
For One Point One Solutions Limited
PRITESH Digitally signed by PRITESH SANJAY SANJAY SONAWANE Date: 2025.12.21 SONAWANE 23:41:05 +05'30'
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Pritesh Sonawane
Company Secretary & Compliance Officer ACS: 34943 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.com
Reg. Office: Unit no. 501, 5[th] Floor, Naman Centre, G Block, C-31, Bandra Kurla Complex, Bandra (E), Mumbai, Maharashtra, India- 400051 Mumbai. Gurgaon. Indore. Bengaluru. Chennai
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ANNEXURE I
ADDITIONAL DISCLOSURES WITH RESPECT TO EXECUTION OF PURCHASE AND SALE AGREEMENT:
- a) Name of the target entity and details in brief;
The target entities are Netcom Business Contact Center S.A., a company incorporated under the laws of Costa Rica (corporate identification number 3-101-360668), and its subsidiary Netcom BCC Colombia S.A.S., a company incorporated under the laws of Colombia. These entities are engaged in the Information Technology Enabled Services (ITES) business, specializing in Business Process Outsourcing (BPO) and Contact Center services, including a focused offering in digital signature support for regulated sectors.
- b) Name(s) of parties with whom the agreement is entered;
The agreement is executed by and between (i) One Point One Solutions MENA Holdings Ltd, a company duly incorporated and existing under the laws of the United Arab Emirates ("Buyer"); and (ii) Network Communication S.A., a company duly incorporated and existing under the laws of Panama, including its registered branch in Costa Rica ("Network"); (iii) Fernando Murillo Porras, an individual resident in Costa Rica ("Mr. Murillo"); (iv) Enrique Soler Galán, an individual resident in Panamá ("Mr. Soler"); (v) Mario Alcides Guerra Ríos, an individual resident in Costa Rica ("Mr. Guerra"); (vi) Provalor Investments S.A., a company duly incorporated and existing under the laws of Panama ("Provalor"); and (vii) Inversiones La Quinta Ola S.A., a company duly incorporated and existing under the laws of Panama ("Quinta Ola"). Network, Mr. Murillo, Mr. Soler, Mr. Guerra, Provalor, and Quinta Ola are collectively referred to as the "Sellers."
- c) Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”;
The acquisition of shares in Netcom Business Contact Center S.A. and Netcom BCC Colombia S.A.S. does not constitute a related party transaction, as neither the promoters, the promoter group, nor any group companies hold any interest in these target entities.
- d) Industry to which the entity being acquired belongs;
Netcom Business Contact Center S.A. and Netcom BCC Colombia S.A.S. are engaged in the business of Information Technology Enabled Services (ITES), specifically within the Business Process Outsourcing (BPO) and Contact Center services industry.
- e) Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);
This strategic acquisition positions the Company for immediate scale and leadership in the highgrowth Latin American ITES/BPO market. Through Netcom, we gain a profitable, asset-light platform with deep expertise in Omnichannel contact center services and a high-value niche in digital signature solutions for regulated sectors. The transaction structure is aligned with prudent capital allocation: a significant portion of the consideration is performance-linked, protecting downside while rewarding future growth. Acquiring a proven operational footprint across Costa Rica, Colombia, and Panama supported by long-term contracts with blue-chip clients in banking, telecom, and government provides a resilient revenue base and a springboard for regional expansion. This would result in a better financial and operating structure for the Company.
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PRITESH SANJAY Digitally signed by PRITESH SANJAY SONAWANE ONE POINT ONE SOLUTIONS LIMITED SONAWANE Date: 2025.12.21 23:41:39 +05'30'
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.com
Reg. Office: Unit no. 501, 5[th] Floor, Naman Centre, G Block, C-31, Bandra Kurla Complex, Bandra (E), Mumbai, Maharashtra, India- 400051 Mumbai. Gurgaon. Indore. Bengaluru. Chennai
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- f) Brief details of any governmental or regulatory approvals required for the acquisition;
No governmental or regulatory approvals required for the acquisition
- g) Indicative time period for completion of the acquisition;
Pursuant to a Purchase and Sale Agreement executed on December 19, 2025, One Point One Solutions MENA Holdings Ltd, a wholly-owned subsidiary of the Company, has agreed to acquire 100% of the issued and outstanding shares of Netcom Business Contact Center S.A. (Costa Rica) and Netcom BCC Colombia S.A.S. (Colombia). The legal closing of the acquisition is scheduled to be completed on or before March 31, 2026, subject to the satisfaction or waiver of customary closing conditions.
- h) Consideration- whether cash consideration or share swap or any other form and details of the same;
The consideration for the acquisition is entirely in cash, payable in installments comprising an upfront payment and deferred performance-linked payments.
- i) Cost of acquisition and/or the price at which the shares are subscribed;
The total transaction value for acquiring 100% ownership is USD 33.37 million, comprises an upfront payment of USD 25.41 million and an estimated earn-out of USD 8.25 million, subject to post-closing adjustments based on EBITDA performance and excess working capital. Additional transaction-related fees are estimated at USD 1 million.
- j) Percentage of shareholding / control acquired and / or number of shares acquired;
One Point One Solutions MENA Holdings Ltd will acquire 100% of the issued and outstanding share capital, and thereby full control, of Netcom Business Contact Center S.A. (Costa Rica) and Netcom BCC Colombia S.A.S. This represents the acquisition of 100% of the shareholding in both entities.
- k) Brief background about the entity acquired in terms of products/line of business acquired, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief);
The acquisition target, comprising Netcom Business Contact Center S.A. and Netcom BCC Colombia S.A.S., operates in the Information Technology Enabled Services (ITES) sector, specifically within Business Process Outsourcing (BPO) and Contact Center services. The entity has demonstrated consistent revenue growth over the past three fiscal years, with turnover reported at USD 25,352,387 in 2024, USD 24,184,699 in 2023, and USD 19,838,536 in 2022. Its primary business lines include omnichannel customer support, technical helpdesk, sales, and back-office processing, alongside a specialized and high-value service offering for digital signature support, primarily serving regulated financial and government clients. The entity has an established operational footprint in Costa Rica, Colombia, and Panama, supported by a portfolio of long-term contracts with a blue-chip client base across banking, telecommunications, insurance, and the public sector. A significant feature of the transaction is that a substantial portion of the consideration (approximately USD 8.25 million) is structured as a performancelinked earn-out, contingent on the business achieving target financial metrics post-closing, thereby aligning the interests of the buyer and the sellers.
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PRITESH SANJAY Digitally signed by PRITESH SANJAY SONAWANE SONAWANE Date: 2025.12.21 23:42:03 +05'30'
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.com
Reg. Office: Unit no. 501, 5[th] Floor, Naman Centre, G Block, C-31, Bandra Kurla Complex, Bandra (E), Mumbai, Maharashtra, India- 400051 Mumbai. Gurgaon. Indore. Bengaluru. Chennai