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ONE POINT ONE SOLUTIONS LIMITED M&A Activity 2025

Jun 7, 2025

62376_rns_2025-06-07_e01f595b-88b4-4554-9ae6-8cdb0ebb9f85.pdf

M&A Activity

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To, 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

7 June 2025

Symbol : ONEPOINT

Subject: Outcome of the Board Meeting held today i.e. Saturday, 7 June 2025.

Reference: Regulation 30(3) and (4) read with Schedule III Part A Para A sub-para (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120dated July 11, 2023 and SEBI Circular no. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023

Respected Sir/Madam,

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, we wish to inform you that the Board of Directors of the Company at its meeting held on Saturday , 7 June, 2025 , inter-alia , considered and approved the acquisition of majority stake in TECHSCIENT.AI PRIVATE LIMITED (“ TECHSCIENT.AI ”) in one or more tranches. A Securities Subscription and Purchase Agreement (SSPA) has been executed today between our Company, TECHSCIENT.AI, and shareholders of TECHSCIENT.AI. This agreement (SSPA) details the terms for our acquisition of a majority shareholding in TECHSCIENT.AI, subject to conditions precedent as stipulated within the SSPA.

The additional disclosures under SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and SEBI Circular no. SEBI/HO/CFD/CFD-POD-1/P/CIR/2023/123 dated July 13, 2023 with respect to execution of share purchase agreement provided in Annexure I.

The meeting of the Board of Directors commenced at 11:30 a.m. and concluded at 1.45 p.m.

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: 2025.06.07 13:49:36 SONAWANE +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: T-762, 6[th] Floor, Tower-7, International Infotech Park, Above Vashi Railway Station, Vashi, Navi Mumbai, Maharashtra -400 703. Mumbai. Gurgaon. Indore. Bangalore

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ANNEXURE I

ADDITIONAL DISCLOSURES AS REQUIRED UNDER SEBI MASTER CIRCULAR NO. SEBI/HO/CFD/PoD2/CIR/P/2023/120 read with SEBI CIRCULAR SEBI/HO/CFD/CFD POD 1/P/CIR/2023/123 DATED JULY 13, 2023 WITH RESPECT TO EXECUTION OF SHARE PURCHASE AGREEMENT:

ACQUISITION (INCLUDING AGREEMENT TO ACQUIRE):

a) Name of the target entity, details in brief such as size, turnover etc.;

Name of the target entity: TECHSCIENT.AI PRIVATE LIMITED (“ TECHSCIENT.AI ”).

TECHSCIENT.AI PRIVATE LIMITED is an Indian company, incorporated on September 28, 2024, under the Corporate Identification Number (CIN) U62013KA2024PTC193440. The registered office of the Company is located at: NASSCOM CoE IoT, KEONICS, 29/A (E), 7 Cross, Sec-1, HSR Layout, Bangalore, Bangalore South, Karnataka, India, 560102. The company specializes in developing of AI-powered software for both domestic and international markets.

  • b) 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”;

NO. The acquisition of shares of TECHSCIENT.AI would not fall within related party transaction. None of the promoter/ promoter group/ group companies have any interest in TECHSCIENT.AI.

c) Industry to which the entity being acquired belongs;

TECHSCIENT.AI is engaged in business of developing AI-powered software, both within India and overseas.

  • d) 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);

The acquisition of majority share in TECHSCIENT.AI PRIVATE LIMITED represents a strategic investment in a next-generation AI technology company that specializes in no-code automation and intelligent workflow orchestration. While company operates in the AI software and technology domain—distinct from our traditional business process management (BPM) services—it is a highly synergistic addition that supports our long-term digital transformation roadmap.

TECHSCIENT.AI is a flagship platform leverages advanced generative AI and machine learning models to automate complex business processes without the need for manual coding. This acquisition will enable us to deliver integrated, AI-powered digital solutions to our clients, enhance operational efficiency, and drive intelligent automation at scale.

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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: T-762, 6[th] Floor, Tower-7, International Infotech Park, Above Vashi Railway Station, Vashi, Navi Mumbai, Maharashtra -400 703. Mumbai. Gurgaon. Indore. Bangalore

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Through this acquisition, we aim to strengthen our competitive positioning in the BPM and customer experience sectors by embedding next-gen AI capabilities into our service delivery architecture. The transaction is expected to contribute to revenue growth, technology differentiation, and long-term shareholder value creation.

e) Brief details of any governmental or regulatory approvals required for the acquisition;

No governmental or regulatory approvals required for the acquisition.

f) Indicative time period for completion of the acquisition;

The consummation of the transaction is subject to other customary conditions of the SSPA and the Company expects to complete the transaction by 30 September 2025. The Company has executed Securities Subscription and Purchase Agreement (SSPA) today between our Company, TECHSCIENT.AI, and shareholders of TECHSCIENT.AI. This agreement (SSPA) details the terms for our acquisition of a majority shareholding in TECHSCIENT.AI, subject to conditions precedent as stipulated within the SSPA.

  • g) Nature of consideration - whether cash consideration or share swap or any other form and details of the same;

The total consideration for acquisition of shares in TECHSCIENT.AI will be for Rs. 26,00,00,000 (Rupees Twenty-six Crore Only) payable in cash as under:

  • I. The cost of acquiring majority equity Shares in TECHSCIENT.AI would be INR 15,00,00,000/(Indian Rupees Fifteen Crore only)

  • II. The cost of subscription of Compulsorily Convertible Preference Shares in TECHSCIENT.AI would be INR 11,00,00,000/- (Indian Rupees Eleven Crore only)

  • h) Cost of acquisition and/or the price at which the shares are acquired;

The cost of acquisition of 51% equity shares in TECHSCIENT.AI would be INR 15,00,00,000/- (Indian Rupees Fifteen Crore only) and The cost of subscription of Compulsorily Convertible Preference Shares in TECHSCIENT.AI would be INR 11,00,00,000/- (Indian Rupees Fifteen Crore only)

The total cost of acquisition of entire shares in TECHSCIENT.AI would be Rs. 26,00,00,000 (Rupees Twenty-six Crore Only).

i) Percentage of shareholding / control acquired and / or number of shares acquired;

The Company, upon the completion of acquisition of shares in TECHSCIENT.AI would hold 60.05% of the capital of the TECHSCIENT.AI on fully diluted basis.

  • j) Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief);

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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: T-762, 6[th] Floor, Tower-7, International Infotech Park, Above Vashi Railway Station, Vashi, Navi Mumbai, Maharashtra -400 703. Mumbai. Gurgaon. Indore. Bangalore

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TECHSCIENT.AI PRIVATE LIMITED (“TECHSCIENT.AI”), is a Private Limited Company, incorporated in India having CIN: U62013KA2024PTC193440 and registered office situated at NASSCOM CoE IoT, KEONICS, 29/A (E), 7 Cross, Sec-1, HSR Layout, Bangalore, Bangalore South, Karnataka, India, 560102.

TECHSCIENT.AI, is a next-generation AI platform built to enable rapid digital transformation through intelligent automation. The platform combines advanced generative AI, natural language processing, and no-code development to empower businesses to design, deploy, and scale complex workflows without the need for traditional software development. Its flagship product offers as under:

  • No-Code Workflow Builder : A visual interface that allows users to automate tasks and integrate systems effortlessly.

  • Generative AI Capabilities : Context-aware content generation and decision-making powered by proprietary AI models.

  • API-First Architecture : Seamless integration with enterprise tools, CRMs, ERPs, and thirdparty data sources.

  • Data Intelligence Layer : Real-time analytics and process insights to optimize operations and enhance decision-making.

TECHSCIENT.AI is purpose-built for enterprises seeking to automate customer support, back-office operations, content workflows, and data processing with speed, accuracy, and minimal technical overhead. As a next-gen AI platform, it bridges the gap between business users and deep tech, enabling scalable, intelligent, and adaptive enterprise automation.

TECHSCIENT.AI is newly incorporated company on 28 September 2024, hence turnover (revenue from operations) for the last three financial years are not available.

Thanking you, Yours faithfully,

For One Point One Solutions Limited

PRITESH Digitally signed by PRITESH SANJAY SANJAY SONAWANE Date: 2025.06.07 SONAWANE 13:49:10 +05'30'

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Pritesh Sonawane

Company Secretary & Compliance Officer ACS: 34943

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: T-762, 6[th] Floor, Tower-7, International Infotech Park, Above Vashi Railway Station, Vashi, Navi Mumbai, Maharashtra -400 703. Mumbai. Gurgaon. Indore. Bangalore