Date : June 27, 2024

==> picture [268 x 61] intentionally omitted <==

To, The Manager

National Stock Exchange of India Ltd.

Listing and Compliance Department Exchange Plaza, Plot No C/1, G- Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051.

COMPANY SYMBOL: ONEPOINT

Subject: Notice of the 08[th] Extra Ordinary General Meeting ('EOGM') of the Company of the Financial Year 2024-2025 as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("Listing Regulations"):

Dear Sir/Madam,

We forward herewith Notice of the 08[th] EOGM of the Company scheduled to be held on Thursday, July 18, 2024, at 11:30 A.M. vide video conferencing mode which will deemed to be held at the Corporate office of the company situated at C 42 MIDC Pawane Village Near Savita Chemicals, Turbhe, Navi Mumbai, Maharashtra, India, 400705, To transact the below mentioned business:

To increase the Authorized Share Capital of the Company and consequential Alteration in the Capital Clause of the Memorandum of Association of the Company.
To offer and issue Equity Shares and Equity Warrants on a Preferential Basis to certain identified promoter and non-promoter persons and other matters related thereto

The Notice of EGM along with the Explanatory Statement is enclosed herewith.

Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration Rules), 2014 and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company is providing the facility to its members holding shares on cutoff date i.e., Thursday, July 11, 2024, to exercise their right to vote by electronic means on all or any of the business specified in the notice convening the EGM.

Please make note of the following dates for e voting:

Date and time of commencement of remote e-voting: Monday, July 15, 2024, at 9:00 AM.

Date and time of end of remote e-voting: Wednesday, July 17, 2024, at 5:00 P.M.

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Private 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 E : [email protected]

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

==> picture [268 x 61] intentionally omitted <==

In compliance with provisions of the Companies Act, 2013, electronic copies of the Notice convening the EGM, has been dispatched by e-mail to all the Members on Wednesday June 26, 2024, whose e-mail addresses are registered with the Company and/or the Depository Participant. The notice of the EOGM will also be available on the website of the Company i.e., https://www.1point1.com/ and on the website of the stock exchange i.e., NSE Limited.

This is submitted pursuant to Regulation 30 read with Para A, Part A of Schedule III of the Listing Regulations.

Please take the same on record.

For One Point One Solutions Limited

PRITESH Digitally signed by PRITESH SANJAY SANJAY SONAWANE Date: 2024.06.27 SONAWANE 12:36:53 +05'30' ___

Pritesh Sonawane Company Secretary & Compliance Officer ACS: 34943

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Private 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 E : [email protected] 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

==> picture [285 x 65] intentionally omitted <==

EXTRA-ORDINARY GENERAL MEETING NOTICE

NOTICE is hereby given that pursuant to Section 100 read with Section 108 and other applicable provisions of the Companies Act, 2013, (the Act) if any, read together with the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India (SS-2), the relaxations and clarifications issued by Ministry of Corporate Affairs vide General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 20/2021 dated December 08, 2021, General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 and subsequent circulars issued by the Ministry of Corporate Affairs (MCA) (hereinafter collectively referred to as the MCA Circulars) , SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12 May, 2020, Circular no. SEBI/HO/ CFD/CMD2/CIR/P/2021/11 dated 15 January, 2021, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 and SEBI/HO/DDHS/P/ CIR/2022/0063 dated 13 May, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 05 January, 2023 and SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated 07 October, 2023 (collectively SEBI Circulars) issued by the Securities and Exchange Board of India (SEBI) and subject to other applicable laws, rules and regulations, if any, including any statutory modification or re-enactment thereof for the time being in force, an Extra-Ordinary General Meeting (EOGM) of the Members of M/s. One Point One Solutions Limited (CIN: L74900MH2008PLC182869), will be held on Thursday, July 18, 2024, at 11:30 A.M. (IST) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) deemed to be held at the at the Corporate office of the Company situated at C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai 400 705, shall be deemed as the venue for the Meeting and the proceedings of the EOGM shall be deemed to be made thereat, to transact the following business:

SPECIAL BUSINESS:

1. To increase the Authorized Share Capital of the Company and consequential Alteration in the Capital Clause of the Memorandum of Association of the Company:

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 section 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment(s), modification(s) thereto or re-enactment(s) thereof) for the time being in force), and the Rules framed thereunder, Articles of Association and Memorandum of Association and approval of the Board of Directors of the Company; the consent of the Shareholders be and is hereby accorded for increase in the Authorized Share Capital of the Company from existing INR 50,00,00,000 (Indian Rupees Fifty Crore only) divided into 25,00,00,000 (Twenty five Crores) equity shares of INR 2/- (Indian Rupees Two Only) each to INR 70,00,00,000 (Indian Rupees Seventy Crores only) divided into 35,00,00,000 (Thirty-Five Crore) equity shares of INR. 2/- (Indian Rupees Two Only) each ranking Pari passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT pursuant to section 13 and all other applicable provisions, if any, of the Companies Act, 2013 read along with Rules framed thereunder and approval of the Board of Directors of the Company, the consent of the Shareholders be and is hereby accorded, to alter Clause V of the Memorandum of Association of the Company by substituting the existing Clause V thereof by the following new Clause V as under:

V. The Authorized Share Capital of the Company is INR 70,00,00,000 (Indian Rupees Seventy Crores only) divided into 35,00,00,000 (Thirty-Five Crore) equity shares of INR 2/- each [Indian Rupees two only] each with power to increase modify or the capital, to divide the shares in the capital for the time being into several classes and to attach there to respectively such qualified or special rights, privileges or conditions as may be determined by or in accordance with the regulations of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the regulations of the Company and to consolidate or subdivide the shares and issue shares of higher or lower denominations”.

RESOLVED FURTHER THAT for the purpose of effectuating the aforesaid resolution, the Board / Committee of the Board or any officer(s) authorized by the Board of Directors, be and are hereby authorized to do all such acts, deeds, matters and things

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. 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 E : [email protected] 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

==> picture [285 x 65] intentionally omitted <==

whatsoever, including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard”

2. To offer and issue Equity Shares and Equity Warrants on a Preferential Basis to certain identified promoter and nonpromoter persons and other matters related thereto:

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

“RESOLVED THAT pursuant to the provisions of Section 23(1)(b), 42, 62(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) , the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made there under (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force), circulars, notifications issued by Ministry of Corporate Affairs (“MCA”) and in accordance with the enabling provisions of the Memorandum and Articles of Association of the Company, the applicable provisions of the Foreign Exchange and Management Act, 1999 (“FEMA”) and rules, regulations, notifications, circulars directions issued by the Reserve Bank of India, if any and subject to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) , the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (“SAST Regulations”) , the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’) , as in force and other applicable Rules / Regulations / Guidelines /Notifications / Circulars and clarifications issued thereunder, if any, from time to time by the Securities and Exchange Board of India (‘SEBI’) , National Stock Exchange of India Limited (“NSE”) and/ or any other competent authorities (hereinafter referred to as ‘Applicable Regulatory Authorities’) to the extent applicable, the Listing Agreement entered into by the Company with the Stock Exchange where the shares of the Company are listed and subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company (hereinafter called ‘the Board’ which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution or any person authorized by the Board or its committee for such purpose) and subject to any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its absolute discretion, the consent of the shareholders of the Company be and is hereby accorded to authorize the Board of Directors on behalf of the Company, to create, offer, issue and allot at an appropriate time, in one or more tranches, upto 5,22,94,502 (Five Crores Twenty-two Lakhs Ninety-Four Thousand Five Hundred and two) equity shares and 1,67,85,714 (One Crore Sixty-Seven Lakhs Eighty-Five Thousand Seven hundred and Fourteen) equity warrants convertible and exchangeable into equivalent number of equity shares of the Company, for cash consideration, at a minimum issue price of INR. 55.75/- (Indian Rupees Fifty-Five and Seventy Paise Only) [including a premium of INR. 53.75/-(Indian Rupees Fifty Three and Seventy Five Paise Only)] per share and per warrant (including the warrant subscription price and warrant exercise price); aggregating to INR. 3,85,12,22,042/- (Indian Rupees Three Hundred Eighty Five Crore Twelve Lakhs Twenty-Two Thousand and Forty Two only), which is determined in accordance with Chapter V of ICDR Regulations; by way of preferential issue through private placement and on such other terms and conditions as may be determined by the Board in its absolute discretion in accordance with ICDR Regulations; to the following certain identified promoter and non-promoter persons (“the Investors”):

Sr. No.	Name of the proposed allottees	Category of proposed allottees	Type of Security	Number of Equity Shares	Number of Equity Warrants	Outcome of the subscription of Equity Shares/ Investment amount (INR) (Approx.)	Outcome of the subscripti on Equity Warrants/ Investmen t amount (INR) (Approx.)
1	Benani Capital Scheme 1	Non- Promoter & Category-III	Equity Shares	2,67,860	Nil	1,49,33,195	Nil

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. 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 E : [email protected] 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

==> picture [285 x 65] intentionally omitted <==

==> picture [508 x 655] intentionally omitted <==

----- Start of picture text -----

Alternative
Investment
Fund
2 IEGFL - MULTI Non- Equity Nil 12,94,19,643 Nil
OPPORTUNITY Promoter & Shares
Foreign
Portfolio
Investor 23,21,429
3 Vikasa India Eif I Non- Equity Nil 3,00,01,305 Nil
Fund - Emerging Promoter & Shares
Giants Fund Foreign
Portfolio
Investor 5,38,140
4 VPK Global Non- Equity Nil 1,49,33,195 Nil
Ventures Fund - Promoter & Shares
Scheme 1 Category III
Alternative
Investment
Fund 2,67,860
5 Vriti Mulen Shah Non Equity Nil 1,11,50,000 Nil
promoter & Shares
Individual 2,00,000
6 Ashok Popatlal Non Equity Nil 5,01,75,000 Nil
Shah promoter & Shares
Individual 9,00,000
7 Pitam Goel HUF Non Equity Nil 2,78,75,000 Nil
promoter & Shares
HUF 5,00,000
8 Yuvraj Chandresh Non Equity Nil 3,34,50,000 Nil
Shah promoter & Shares
Individual 6,00,000
9 Aban Marketing & Non Equity Nil 1,00,35,000 Nil
Exports Private promoter & Shares
Limited Body
Corporate 1,80,000
10 K B Kapadia Non Equity Nil 1,11,50,000 Nil
promoter & Shares
2,00,000
Individual
11 Bharat Mohan Non Equity Nil 75,26,250 Nil
Vardhan promoter & Shares
1,35,000
Individual
12 Devanshi Mihir Non Equity Nil 75,26,250 Nil
Shah promoter & Shares
1,35,000
Individual
13 Chitra Kumar Non Equity Nil 1,11,50,000 Nil
promoter & Shares
2,00,000
Individual
14 Ovata Equity Non- Equity 17,85,714 14,93,30,333 9,95,53,555
Strategies Master Promoter & Shares & .5
Fund Foreign Equity
Portfolio Warrants
Investor
(Corporate) 26,78,571
----- End of picture text -----

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705.

==> picture [285 x 65] intentionally omitted <==

==> picture [508 x 643] intentionally omitted <==

----- Start of picture text -----

15 Scale and Grow Non- Equity Nil 24,88,847 Nil
Innovations LLP Promoter & Shares
LLP
44,643
16 Forbes EMF Non- Equity Nil 27,87,50,000 Nil
Promoter & Shares
Collective
Investment
Fund (FPI
Category-1)
50,00,000
17 Coeus Global Non- Equity Nil 27,87,50,000 Nil
Opportunities Promoter & Shares
Fund Collective
Investment
Scheme
(FPI
Category-1) 50,00,000
18 North Star Non- Equity Nil 55,75,00,000 Nil
Opportunities Promoter & Shares
Fund VCC-Bull (FPI
Value Category-1)
Incorporated VCC
Sub-Fund 1,00,00,000
19 AG Dynamic Funds Non- Equity Nil 55,75,00,000 Nil
Limited Promoter & Shares
(FPI
Category-1) 1,00,00,000
20 Ebisu Global Non- Equity Nil 27,87,50,000 Nil
Opportunities Promoter & Shares
Fund Limited (FPI
Category-1) 50,00,000
21 Devansh Non- Equity Nil 9,95,53,556 Nil
Trademart LLP Promoter & Shares
Limited
Liability
Partnership 17,85,714
22 LC Pharos Multi Non- Equity Nil 24,88,83,889 Nil
Strategy Fund SF1 Promoter & Shares
Foreign
Body
Corporate 44,64,285
23 Anant Aggarwal Non Equity Nil 5,01,75,000 Nil
promoter & Shares
Individual 9,00,000
24 Raj Patel Non Equity Nil 1,33,80,000 Nil
promoter & Shares
Individual 2,40,000
25 Himansu Rajendra Non Equity Nil 1,11,50,000 Nil
shah promoter & Shares
Individual 2,00,000
26 Suresh Bhatia Non Equity Nil 2,98,82,000 Nil
----- End of picture text -----

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705.

==> picture [285 x 65] intentionally omitted <==

promoter & Individual Shares	5,36,000
27 Akshay Chhabra Promoter & Individual Equity Warrants	NIL	1,50,00,000	Nil	83,62,50,00 0
TOTAL	5,22,94,502	1,67,85,714

RESOLVED FURTHER THAT the minimum price of the Equity shares and warrants so issued shall not be less than the price arrived at, in accordance with Chapter V of ICDR Regulations and on such terms and conditions, as are stipulated in the explanatory statement attached and as determined by the Board in accordance with the SEBI ICDR Regulations and other applicable laws (“Preferential Issue of Equity Shares and Warrants”)

RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the ICDR Regulations, the ‘Relevant Date’ for the purpose of calculating the price for the Preferential Issue of Equity Shares and Warrants be and is hereby fixed as Tuesday, June 18, 2024, which is 30 days prior to the date of EGM for passing of the Special Resolution by the Shareholders of the Company.

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Equity Shares and Warrants to be allotted under the Preferential Allotment shall be subject to the following terms and conditions, apart from others as prescribed under applicable laws:

a) The consideration for allotment of Equity Shares and Warrants shall be paid to the Company from the bank account of the Proposed Allottees.
b) The Warrant holder shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations, and laws, be entitled to apply for and be allotted one equity share against each Warrant.
c) The equity shares shall be allotted by the Company to the Investors in dematerialized form within a period of 15 days from the date of passing of the special resolution by the Shareholders or within 15 days of receipt of in-principle approval whichever is later and tenure of the equity warrants for conversion shall be 18 months from the date of allotment and allotment of the said equity shares pursuant to conversion of warrants shall be completed within 15 days from the date of such exercise of option to convert the said warrants into equity by the warrant holder in the dematerialized form.
d) The entire cash consideration with respect to equity shares shall be paid by the proposed allottee of equity shares at the time of allotment and an amount equivalent to at least 25% of the warrant price shall be payable at the time of subscription and allotment of each warrant and the balance 75% of the warrant price shall be payable by the warrant holder against each warrant at the time of allotment Equity Shares, if and when the right attached to Warrant(s) to subscribe for the Equity Share(s) is exercised. The amount paid against Warrants shall be adjusted / appropriated against the issue price for the resultant Equity Shares.
e) The Equity Shares and Warrants to be offered, issued, and allotted pursuant to the said issue and further equity shares allotted pursuant to conversion of warrants shall be subject to lock-in for such period as specified under the provisions of Chapter V of the SEBI (ICDR) Regulations and be listed on NSE subject to receipt of necessary permission(s), sanction(s) and approval(s).
f) The equity shares and equity warrant holder shall be entitled to all future corporate actions including but not limited to issue of bonus/rights, if any and the Company shall reserve proportion of such entitlement for the warrant holders.
g) The right attached to Warrants may be exercised by the Warrant holder, in one or more tranches, at any time on or before the expiry of 18 months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be converted along with the aggregate amount payable thereon. The Company shall accordingly, without any further approval from the Shareholder, allot the corresponding number of Equity Shares in dematerialized form.

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

h) In the event the warrant holder does not exercise the Warrants within 18 months from the date of allotment, the Warrants shall lapse, and the amount paid at the time of subscription of the Warrants shall stand forfeited.
i) The Equity Shares to be issued and allotted and Equity Shares to be allotted on exercise of the Warrants pursuant to this resolution shall be subject to provisions of articles and memorandum of association of the Company and shall be fully paid up and rank Pari-passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof.

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such number of Equity Shares of the Company as may be required to be issued and allotted upon exercise of the option in the Warrants held by the holder(s) of the Warrants.

RESOLVED FURTHER THAT pursuant to the provisions of the Act, the names and addresses of the investors be recorded in Form PAS-5 by the Company for the issue of invitation to subscribe to the Equity Shares and Warrants and a private placement offer letter in Form No. PAS-4 together with an application form be issued to the Investor inviting them to subscribe to the Equity Shares, as per the draft approved by the Board and consent of the members of the Company is hereby accorded to the issuance of the same to the Investor inviting them to subscribe to the Equity Shares.

RESOLVED FURTHER THAT the monies received by the Company from the Investor for application of the Equity Shares and Warrants pursuant to this preferential issue shall be kept by the Company in a separate bank account in a Scheduled Bank.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board and the Company Secretary be and are hereby authorized severally to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, desirable or expedient including application to Stock Exchanges for obtaining of in-principle approval, listing of shares, to execute the necessary documents and enter into contracts, arrangements, agreements, documents (including appointment of agencies, intermediaries, monitoring agency and advisors for the Preferential Issue of the Equity shares, warrants, and the equity shares to be allotted pursuant to the conversion of Warrants on a preferential and private placement basis);filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, to resolve and settle any questions and difficulties that may arise in the proposed issue, offer and allotment of the said Equity Shares and Warrants, utilization of issue proceeds, signing of all deeds and documents as may be required without being required to seek any further consent or approval of the shareholders.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors or any other Director(s) or any other officer(s) of the Company to do all such acts, deeds and things as may be necessary to effectuate the aforesaid resolution including making necessary filings with the Stock Exchanges and Regulatory Authorities and execution of any documents on behalf of the Company and to represent the Company before any governmental authorities and to appoint Consultants, Professional Advisors and Legal Advisors to give effect to the aforesaid resolution .”

RESOLVED FURTHER THAT the Board be and is hereby authorized to negotiate and decide terms and conditions of security, finalize and execute all deeds, documents and writings as may be necessary, desirable or expedient, settle any question, difficulty or doubt that may arise in this regard, do all such acts, deeds, matters and things, as it may, in its absolute discretion deem necessary, proper or desirable and to delegate all or any of these powers to Committee(s) of the Board or any other person.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolution be and are hereby approved, ratified and confirmed in all respects."

By Order of the Board

For One Point One Solutions Limited

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705.

==> picture [285 x 65] intentionally omitted <==

Sd/-

Pritesh Sonawane

Company Secretary & Compliance Officer Membership No.: ACS 34943

Registered Office:

T-762, Tower - 7, 6th Floor, International Infotech Park, Vashi, Thane, Vashi, Maharashtra, India, 400703.

Corporate Office:

C 42 MIDC Pawane Village Near Savita Chemicals, Turbhe, Navi Mumbai, Maharashtra, India, 400705.

Place : Navi Mumbai Date : June 26, 2024

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

Notes :

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) setting out material facts concerning the special business matters, is annexed hereto.
Pursuant to General Circulars No.14/2020 dated April 8,2020, No.17/2020 dated April 13, 2020, No.20/2020 dated May 5, 2020, No. 02/2021 dated January 13, 2021,No. 21/2021 dated December 14, 2021, No. 2/2022 dated May 5, 2022 and No. 10/2022 dated December 28, 2022,No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (collectively referred to as ‘MCA Circulars’),the Company is convening this Extra-Ordinary General Meeting (the EOGM / the meeting) through Video Conferencing(VC)/Other Audio Visual Means (OAVM), without the physical presence of the Members at a common venue. Further, Securities and Exchange Board of India (SEBI), vide its Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, and January 5, 2023, 07 October, 2023 (SEBI Circulars) and other applicable circulars issued in this regard, have provided relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations).
Pursuant to the provisions of the Companies Act, 2013 (“Act”) a member entitled to attend and vote at the EOGM is entitled to appoint a proxy to attend and vote on his/ her behalf and the proxy need not be a Member of the Company. Since this EOGM is being held pursuant to the MCA Circulars and SEBI Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for this EOGM and hence the Proxy Form, Attendance Slip and route map of the EOGM are not annexed to this Notice.
Institutional/Corporate Shareholders (i.e., other than individuals/HUF, NRI etc.) are required to send a scanned copy (PDF/JPG Format) of their respective Board or governing body Resolution/Authorization etc., authorizing their representative to attend the EOGM through VC/OAVM on their behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to [email protected] with a copy marked to the NSDL at [email protected] and to the company at [email protected] .
In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice convening the EOGM of the Company along with the process of e-voting is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Members may note that the Notice of the EOGM will also be available on the Company’s website https://www.1point1.com/, websites of the Stock Exchange i.e. NSE Limited at www.nseindia.com, and on the website of NSDL www.evoting.nsdl.com
In the case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote during the EOGM.
Members seeking any information with regard to any matter to be placed at the EOGM are requested to write to the Company on or before July 15, 2024, through email on https://www.1point1.com/ . The same will be replied by the Company suitably.
Members attending the EOGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
The Members can join the EOGM through VC/OAVM mode 15 minutes before the scheduled time of the commencement of the EOGM and the members can also join after the commencement of the EOGM till the expiry of 30 minutes after such scheduled time by following the procedure mentioned in the Notice. The Members will be able to view the proceedings on National Securities Depository Limited (“NSDL”) e-voting website at www.evoting.nsdl.com.

The facility of participation at the EOGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel’s, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee, Auditors etc. who are allowed to attend the EOGM without restriction on account of first come first served basis.

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

Members who have not registered their e-mail addresses are requested to register the same with the Company’s Registrars and Transfer Agents / Depository Participant(s) for sending future communication(s) in electronic form. The email addresses can be registered with the Depository Participant (“DP”) for the shares are held in electronic form.
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their Demat accounts.

Registration of Email Id:

a) In case, the shareholder’s email ID is already registered with the Company/its Registrar & Share Transfer Agent / Depositories, login details for e-voting will be sent on the registered email address.
b) In case the shareholder has not registered his/her/their emails address with the Company/its RTA/Depositories and or has not updated the Bank Account mandate, the following instructions are to be followed:
i. Kindly login to the website of the RTA, namely, M/s Link Intime India Private Limited, fill in the details and upload the required documents and submit. OR
ii. In the case of Shares held in Demat mode: The shareholder may please contact the Depository Participant (“DP”) and register the email address and bank account details in the Demat account as per the process followed and advised by the DP.
Alternatively, Members may send an e-mail request to the email id:[email protected] along with a scanned copy of the signed request letter providing the email address, mobile number, self-attested PAN copy, and Client Master copy in case of the electronic folio and copy of the share certificate in the case of the physical folio.
Members seeking any information with regard to any matter to be placed at the EOGM are requested to write to the Company through an email id:[email protected] .
Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the EOGM. The Company reserves the right to restrict the number of questions and a number of speakers depending upon the availability of time, for the smooth conduct of the EOGM. The Company has also provided the facility to the Members to ask questions to the panellist via active chat board during the EOGM and the same would be responded to by the Company appropriately.
The business set out in the notice will be transacted through remote e-voting system and the instructions and other information relating to remote e-voting provided by M/s National Securities Depository Limited are given herein below in this Notice. In case of any queries or grievances in connection with remote e-voting, the shareholders may write to the registered office address/email id of the Company.
To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified from time to time.
As per the provisions of Section 72 of the Act, the facility for making nomination is available to the Members in respect of the shares held by them. Members who have not yet registered their nomination, are requested to register the same by submitting Form No. SH-13. If a member desires to opt-out or cancel the earlier nomination and record a fresh nomination, the Member may submit the same in form ISR-3 or form SH-14, as the case may be. The said forms can be downloaded from the Company’s RTAs website. Members are requested to submit the said form to their respective DPs for the shares are held in electronic form.

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

Pursuant to MCA Circulars, a designated email address i.e., has been created by the company so that the Members can convey their vote when a poll is required to be taken during the meeting on any resolution at such designated email address through their email addresses which are registered with the RTA/DP.
In compliance with the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2014 Company is pleased to provide the members to exercise their right to vote at the Extra-Ordinary General Meeting of the Company by electronic means through E-voting facility provided by NSDL.
Mr. Saurabh Agarwal (Membership No.: F9290) and in his absence Mr. Omkar Dindorkar (Membership No.: A43029)) and of M/s. MMJB & Associates LLP, Practising Company Secretaries has been appointed as the Scrutinizer to scrutinize the e- voting process in a fair and transparent manner. The Scrutinizer shall immediately from the conclusion of the remote e- voting period unblock the votes in the presence of at least 2 witnesses, not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, and forward it to the Chairman or any other person authorised by the Chairman of the Company.
The Results declared along with the Scrutinizer’s Report shall be placed on the website of the Company at and on the website of the company https://www.1point1.com/ immediately after the declaration of Result by the Chairman or any person authorized by him in writing and communicated to NSE.

9. Voting through electronic means:

In compliance with the provisions of Section 108 and other applicable provisions of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended, and Regulation 44 of the Listing Regulations and in terms of SEBI circular no. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting facility provided by listed entities, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EOGM. The Company has engaged the services of NSDL for facilitating e-Voting to enable the Members to cast their votes electronically as well as for e-Voting during the EOGM. Resolution(s) passed by Members through e-Voting is/are deemed to have been passed as if it/they have been passed at the EOGM. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EOGM will be provided by NSDL.

The voting period begins on Monday, July 15, 2024, 09:00 A.M. (IST) and ends on Wednesday, July 17, 2024, 05:00 P.M. (IST). During this period shareholders of the Company, holding shares as on the cut-off date i.e., Thursday July 11, 2024, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting.
Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facilities to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to public consultation, it has been decided to enable e- voting to all the Demat account holders , by way of a single login credential, through their Demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-the voting process.

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

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint a proxy to attend and cast votes for the members is not available for this EOGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EOGM through VC/OAVM and cast their votes through e-voting.
In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EOGM has been uploaded on the website of the Company at https://www.1point1.com/ . The Notice can also be accessed from the websites of the Stock Exchange i.e., NSE Limited at https://www.nseindia.com/ . The EOGM Notice is also disseminated on the website of NSDL (the agency for providing the Remote e-Voting facility and e-voting system during the EOGM) i.e., www.evotingindia.com.
Members who has already casted their vote by remote e-Voting prior to the EOGM, will also be eligible to participate at the EOGM but shall not be entitled to cast their vote again on such resolution(s) for which the Members has already casted the vote through remote e-Voting.
Members of the Company holding shares as on the cut-off date of Thursday July 11, 2024, may cast their vote by remote e- Voting. The remote e-Voting period commences on Monday, July 15, 2024, 09:00 A.M. (IST) and ends on Wednesday, July 17, 2024, 05:00 P.M. (IST). The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The voting right of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday July 11, 2024.
The instructions for shareholders for e-voting and joining virtual meetings are as under:

The Members will be provided with a facility to attend the EOGM through VC/OAVM through the NSDL e-Voting system. Members may access the same by following the steps mentioned below for ‘Log-in to NSDL e-Voting system’. The link for VC/OAVM will be available in ‘Member login’ where the 'EVEN' of the Company will be displayed. After successful login, the Members will be able to see the link of ‘VC/OAVM link’ placed under the tab ‘Join Extra-Ordinary General Meeting’ against the name of the Company. On clicking this link, the Members will be able to attend and participate in the proceedings of the EOGM through a live webcast of the meeting and submit votes on announcement by the Chairman.

The Members can join the EOGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EOGM through VC/OAVM will be made available to at least 1000 members on a first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EOGM without restriction on account of first come first served basis.

Members may join the EOGM through laptops, smartphones, tablets, and iPads for better experience. Further, Members will be required to use Internet with a good speed to avoid any disturbance during the Meeting. Members will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge, or Firefox. Please note that participants connecting from mobile devices or tablets or through laptops 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 glitches.

Members who would like to express their views/ ask questions as a Speaker at the EOGM may preregister themselves by sending a request from their registered email ID mentioning their names, DP ID and Client ID/folio number, PAN and mobile number to pritesh.sonawane@1point1 in till Monday, July 15, 2024 5:00 p.m. (IST).

Only those Members who have pre-registered themselves as Speakers will be allowed to express their views/ask questions during the EOGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the EOGM.

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

Any person who acquired shares and become Members of the Company after the Notice is sent through e-mail and holding shares as on the cut-off date i.e., Thursday July 11, 2024, may obtain the login ID and password by sending a request to Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forget your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on 022 - 4886 7000 and 022 - 2499 7000. In case of Individual Shareholders holding securities in demat mode who acquire shares of the Company and become Members of the Company after sending of the Notice and holding shares as of the cut-off date i.e., Thursday July 11, 2024, may follow steps mentioned in the Notice of the EOGM under “Access to NSDL e-Voting system. Other methods for obtaining/ procuring user IDs and passwords for a-Voting are provided in the EOGM Notice.

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 dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EOGM/AGM. 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 voting on the date of the EOGM/AGM will be provided by NSDL.

EOGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020, and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020, and MCA Circular No. 2/2021 dated January 13, 2021,19/2021 dated 8th December 2021, 21/2021, dated 14th December, 2021,10/2022 dated 28th December 2022 and 09/2023 dated 25th September 2023.

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

The remote e-voting period begins on Monday, July 15, 2024, at 09:00 A.M. and ends on Wednesday, July 17, 2024, at 05:00 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., Thursday July 11, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday July 11, 2024.

- 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:

==> picture [492 x 24] intentionally omitted <==

----- Start of picture text -----

Type of shareholders Login Method
----- End of picture text -----

ogin method for Individual shareholders holding securities in demat mode is given below:	ogin method for Individual shareholders holding securities in demat mode is given below:	ogin method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method

Individual Shareholders holding securities in demat mode with NSDL.	1.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either 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- Votingservices andyou will be able to see e-Voting page. Click on

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705.

==> picture [285 x 65] intentionally omitted <==

company name or e-Voting service provider i.e., NSDL and 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.

If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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 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.
Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [201 x 116] intentionally omitted <==

Individual Shareholders holding 1. Users who have opted for CDSL Easi / Easiest facility, can login through securities in demat mode with CDSL their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
1. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

	3. 4.	If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (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 [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] or contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meetings 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?

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, 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.

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

Your User ID details are given below:

==> picture [492 x 620] intentionally omitted <==

----- Start of picture text -----

Manner of holding shares i.e., Demat (NSDL or Your User ID is:
CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL.
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 16 Digit Beneficiary ID
account with CDSL.
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
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast
your vote.
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.
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 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.
6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at
[email protected] mentioning your demat account number/folio number, your PAN, your name, and
your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting
system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
----- End of picture text -----**

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

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

- Step 2: Cast your vote electronically and join the General Meeting on NSDL e Voting system.

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

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
Now you are ready for e-Voting as the Voting page opens.
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.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

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 [email protected] with a copy marked to [email protected]. 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.
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.
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.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Mr. Abhijeet Gunjal, Deputy Manager at [email protected]

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 :

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 (self-attested scanned copy of Aadhar Card) to https://www.1point1.com/. If you are an Individual shareholder 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 .

Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EOGM/AGM ARE AS UNDER:

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705.

==> picture [285 x 65] intentionally omitted <==

The procedure for e-Voting on the day of the EOGM/AGM is same as the instructions mentioned above for remote e-voting. 2. Only those Members/ shareholders, who will be present in the EOGM/AGM 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 EOGM/AGM.
Members who have voted through Remote e-Voting will be eligible to attend the EOGM/AGM. However, they will not be eligible to vote at the EOGM/AGM.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EOGM/AGM shall be the same person mentioned for Remote e-voting.

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

Member will be provided with a facility to attend the EOGM/AGM 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” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join 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.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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.
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 [email protected] The same will be replied by the company suitably.

By Order of the Board

For One Point One Solutions Limited

Registered Office:

T-762, Tower - 7, 6th Floor, International Infotech Park, Vashi, Thane, Vashi, Maharashtra, India, 400703.

_______ Pritesh Sonawane Company Secretary & Compliance Officer Membership No.: ACS 34943

Corporate Office:

C 42 MIDC Pawane Village Near Savita Chemicals, Turbhe, Navi Mumbai, Maharashtra, India, 400705.

Place : Navi Mumbai Date : June 26, 2024

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

EXPLANATORY STATEMENT

[Pursuant to Sections 102 of the Companies Act, 2013 (“Act”)]

Item no. 01:

To Increase the Authorized Share Capital of the Company and Consequential Alteration in the Capital Clause of the Memorandum of Association:

The shareholders are hereby informed that in order meet to working capital requirement, general corporate purpose, repayment of loan (other than the loan taken from promoter/promoter group entities), Refurbishment of our existing Infrastructure Facility (as and when required), Investment in technology by development of new software’s/solutions/platforms, Inorganic growth of the Company (directly or through layer of subsidiary/ies), including issue expenses there is a need for the infusion of additional funds has been identified.

Accordingly, there is a need to broad base the capital structure of the Company as currently the Authorized Share Capital of the Company is INR. 50,00,00,000/- (Indian Rupees Fifty Crores Only) divided into 25,00,00,000 (Twenty-Five Crore) Equity Shares of INR. 2/- (Indian Rupee Two only) each.

Therefore, it is proposed to increase the existing authorized share capital of the Company from INR. 50,00,00,000/- (Indian Rupees Fifty Crores Only) to INR. 70,00,00,000/- (Indian Rupees Seventy Crores Only).

Consequently, the capital clause of the memorandum of association of the Company (MOA) is required to be altered as mentioned below to effectuate the change of authorized share capital from INR. 50,00,00,000/- (Indian Rupees Fifty Crores Only) to Rs. 70,00,00,000/- (Indian Rupees Seventy Crores Only):

V. The Authorized Share Capital of the Company is INR 70,00,00,000 (Indian Rupees Seventeen Crores only) divided into 35,00,00,000 (Thirty-Five Crore) equity shares of INR. 2/- each [Indian Rupees two only] each with power to increase modify or the capital, to divide the shares in the capital for the time being into several classes and to attach there to respectively such qualified or special rights, privileges or conditions as may be determined by or in accordance with the regulations of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the regulations of the Company and to consolidate or subdivide the shares and issue shares of higher or lower denominations”.

Now, since pursuant to provisions of Section 61(1)(a) of the Companies Act, 2013 a Company can alter its MOA in its general meeting to increase the authorized share capital of the Company, the said agenda item is being placed before the shareholders of the Company for their approval. The Board had approved the said agenda at their meeting held on Wednesday, June 26, 2024.

The new set of Memorandum of Association is available for inspection at the Registered Office of the Company on any working day during business hours.

None of the Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at item no. 1 of this Notice except to the extent of their shareholding and directorship in the Company, if any.

The Board of Directors recommends the passing of the Ordinary Resolutions as set out in item no. 1 of this Notice for approval by the Shareholders.

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

Item no. 02:

To offer and issue 5,00,00,000 Equity Shares and 1,00,00,000 Equity Warrants on a Preferential Basis to certain identified - promoter and non promoter persons and other matters related thereto:

The shareholders are hereby informed that in order to meet to working capital requirement, general corporate purpose, repayment of loan (other than the loan taken from promoter/promoter group entities), Refurbishment of our existing Infrastructure Facility (as and when required), Investment in technology by development of new software’s/solutions/platforms, Inorganic growth of the Company (directly or through layer of subsidiary/ies), including issue expenses there is a need for the infusion of additional funds has been identified.

In this regard the Board of Directors at their meeting held on Wednesday June 26, 2024, after exploring various options have approved the proposal of raising funds for an amount up to INR. 3,85,12,22,042 (Indian Rupees Three Hundred Eighty-Five Crore Twelve Lakhs Twenty-Two Thousand and Forty- Two Only) and approved the preferential allotment of securities through private placement to the proposed investors by way of issue of 5,22,94,502 (Five Crores Twenty-two Lakhs Ninety-Four Thousand Five Hundred and two) equity shares and 1,67,85,714 (One Crore Sixty-Seven Lakhs Eighty-Five Thousand Seven hundred and Fourteen) equity warrants convertible into equivalent number of equity shares of the Company, for cash consideration, at an issue price of INR 55.75/- (Indian Rupees Fifty-Five and Seventy-five Paisa only) [including a premium of INR. 53.75/- (Indian Rupees Fifty-Three and Seventy-five Paisa)] per share and warrant, aggregating to INR. 3,85,12,22,042 (Indian Rupees Three Hundred Eighty-Five Crore Twelve Lakhs Twenty-Two Thousand and Forty- Two Only) which is determined in accordance with Chapter V of ICDR Regulations; by way of preferential issue through private placement and on such other terms and conditions as may be determined by the Board in accordance with ICDR Regulations to the following certain identified promoter and nonpromoter persons (“the Investors”) :

==> picture [519 x 362] intentionally omitted <==

----- Start of picture text -----

Sr. Name of the Investor Category of Investor Type of Security Number of Security
No.
1 Benani Capital Scheme 1 Non-Promoter & Category-III Equity Shares
Alternative Investment Fund 2,67,860
2 IEGFL - MULTI OPPORTUNITY Non-Promoter & Equity Shares
Foreign Portfolio Investor 23,21,429
3 Vikasa India Eif I Fund - Emerging Non-Promoter & Equity Shares
Giants Fund Foreign Portfolio Investor 5,38,140
4 VPK Global Ventures Fund - Non-Promoter & Equity Shares
Scheme 1 Category III Alternative
Investment Fund 2,67,860
5 Vriti Mulen Shah Non promoter & Individual Equity Shares
2,00,000
6 Ashok Popatlal Shah Non promoter & Individual Equity Shares
9,00,000
7 Pitam Goel HUF Non promoter & HUF Equity Shares
5,00,000
8 Yuvraj Chandresh Shah Non promoter & Individual Equity Shares
6,00,000
9 Aban Marketing & Exports Non promoter & Body Equity Shares
Private Limited Corporate 1,80,000
10 K B Kapadia Non promoter & Individual Equity Shares
2,00,000
11 Bharat Mohan Vardhan Non promoter & Individual Equity Shares
1,35,000
12 Devanshi Mihir Shah Non promoter & Individual Equity Shares
1,35,000
13 Chitra Kumar Non promoter & Individual Equity Shares
2,00,000
----- End of picture text -----

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

==> picture [519 x 485] intentionally omitted <==

----- Start of picture text -----

14 Ovata Equity Strategies Master Non-Promoter & Equity Shares & Equity
Fund Foreign Portfolio Investor Warrants Equity Shares:
(Corporate) 26,78,571
Equity Warrants:
17,85,714
15 Scale and Grow Innovations LLP Non-Promoter & LLP Equity Shares
44,643
16 Forbes EMF Non-Promoter & Equity Shares
Collective Investment Fund (FPI
Category-1)
50,00,000
17 Coeus Global Opportunities Non-Promoter & Equity Shares
Fund Collective Investment Scheme
(FPI Category-1) 50,00,000
18 North Star Opportunities Fund Non-Promoter & Equity Shares
VCC-Bull Value Incorporated (FPI Category-1)
VCC Sub-Fund 1,00,00,000
19 AG Dynamic Funds Limited Non-Promoter & Equity Shares
(FPI Category-1) 1,00,00,000
20 Ebisu Global Opportunities Fund Non-Promoter & Equity Shares
Limited (FPI Category-1) 50,00,000
21 Devansh Trademart LLP Non-Promoter & Equity Shares
Limited Liability Partnership 17,85,714
22 LC Pharos Multi Strategy Fund Non-Promoter & Equity Shares
SF1 Foreign Body Corporate 44,64,285
23 Anant Aggarwal Non promoter & Individual Equity Shares
9,00,000
24 Raj Patel Non promoter & Individual Equity Shares
2,40,000
25 Himansu Rajendra shah Non promoter & Individual Equity Shares
2,00,000
26 Suresh Bhatia Non promoter & Individual Equity Shares
5,36,000
27 Akshay Chhabra Promoter & Individual Equity Warrants Equity Warrants:
1,50,00,000
TOTAL Equity Shares:
5,22,94,502
Warrants:
1,67,85,714
----- End of picture text -----

The shareholders are also informed that pursuant to provisions of Section 42 and 62(1)(c) of Companies Act, 2013 and Chapter V of SEBI ICDR Regulations, the approval of the shareholders is required by way of a special resolution before issuing the equity shares and warrant on a preferential basis through private placement and hence the said agenda is being placed before the shareholders of the Company for their approval. There will be no change in the control or management of the Company pursuant to the proposed preferential issue. Consequent to the allotment of equity shares including equity shares to be issued and allotted upon exercise of right attached to the Warrants, the shareholding of the promoter will increase as per details given herein below.

Salient features of the preferential issue of Equity Shares and preferential issue of Equity Warrants are as under:

The proposed issue and allotment of Equity Shares and Equity Warrants, on a preferential basis, shall be governed by the applicable provisions of the ICDR Regulations and the Companies Act read with the applicable provisions of the rules made thereunder.

Necessary information or details as required in respect of the proposed issue of Equity Shares and Equity Warrants in terms of

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705.

==> picture [285 x 65] intentionally omitted <==

applicable provisions of the Companies Act, 2013 read with related Rules thereto and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 are as under:

1. Objects of the preferential issue:

The company shall utilized 75% towards working capital requirement, repayment of loan (other than the loan taken from promoter/promoter group entities), Refurbishment of our existing Infrastructure Facility (as and when required), Investment in technology by development of new software’s/solutions/platforms, Inorganic growth of the Company (directly or through layer of subsidiary/ies), including issue expenses there is a need for the infusion of additional funds has been identified.

The amount stated above shall not be added to the general corporate purpose which shall not exceed 25% of the proceeds of issue of Preferential Issue.

Accordingly, the Issue proceeds will be utilized towards the objects as mentioned above in the following proportion:

==> picture [524 x 274] intentionally omitted <==

----- Start of picture text -----

Sr Particulars Amount Tentative timeline for
No. utilization of issue proceeds
for each of the object
1. Working Capital Requirement March 31, 2025
250000000
2. General Corporate Purposes March 31,2025
791250000
3. Fund raising cost March 31,2025
237375000
4. Repayment of Loan (other than the loan taken from March 31,2025
promoter/ promoter group entities) 70000000
5. Refurbishment of our existing Infrastructure Facility March 31,2026
(as and when required) 100000000
6. Investment in technology by development of new March 31,2026
softwares/ solutions/ platforms 100000000
7. Inorganic growth of the Company (directly or through March 31,2026
layer of subsidiary/ies) 1616375000
Total 3165000000
----- End of picture text -----

Fund utilization amount mentioned in Sr. No. 2,3,7 may change proportionately as per actual subscription amount received. The amount to be utilised for the other objects.

Furthermore, until such proceeds have been fully utilized, it will be kept in a separate bank account maintained with a scheduled Bank.

2. Kind and maximum number of securities offered and the price at which security is being offered: upto 5,00,00,000 Equity shares and 1,00,00,000 Equity Warrants into one or more tranches, by way of preferential issue price of INR 55.75(Indian Rupees Fifty-Five and Seventy-Five paise Only) per equity share and equity warrants having face value of INR 2/- (Indian Rupees Two Only) each and a premium of INR 53.75/- (Indian Rupees Fifty-Three and Seventy Paise Only)

3. Intention of Promoters, Directors, or Key Managerial Personnel(s) to subscribe the offer: The below mentioned Promoters, Directors and KMP will be subscribing to the said Preferential offer: Akshay

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

4. Shareholding pattern of the Company before and after the preferential issue:

==> picture [498 x 619] intentionally omitted <==

----- Start of picture text -----

Sr. Category Pre-Issue No. of Shares % (B) No. of Equity Post Issue No. % (E)
No. (A) Shares / of Shares D=
Warrants to (A+C)
be Allotted
(C)
A Promoters and Promoter Group Holding:
1. Indian:
Individual/HUF 76232339 35.6912 15000000 91232339 33.24
Bodies Corporate 56250000 26.3357 - 56250000 20.49
Sub Total 132482339 62.03 - 147482339
2. Foreign Promoters - -
Sub Total (A) 132482339 62.03
B. Public Holding:
1. Institution:
a) Institutional - - - - -
Investors
b) Foreign Bodies - - - - -
Corporate
2. Non-Institution:
a) Individuals 53908624 25.23 4246000 58154624 21.19
b) Indian Bodies 9024827 4.2253 180000 9204827 3.35
Corporate/LLP
c) NRI (Repatriable) 4572868 2.1410 47323859 51896727 18.91
NRI (non-
Repatriable)
d) HUF 3724322 1.7437 5,00,000 4224322 1.539
e) Directors 749 0.0004 - 749 0.0002
f) Trust 1000 0.0005 - 1000 0.0003
g) NBFC - - - -
h) Others 1817685 0.851 1830357 3648042 1.329
Sub Total (B) 7,30,50,075 32.4482 12,69,50,291
TOTAL (A+B) 20,55,32,414 94.4782 27,44,32,630
Sr. Category Pre-Issue No. of Shares % (B) No. of Equity Post Issue No. % (E)
No. (A) Shares / of Shares D=
Warrants to (A+C)
be Allotted
(C)
A Promoters and Promoter Group Holding:
1. Indian:
Individual/HUF 76232339 35.6912
Bodies Corporate 56250000 26.3357
Sub Total 132482339 62.03
2. Foreign Promoters - -
Sub Total (A) 132482339 62.03
----- End of picture text -----

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

==> picture [498 x 305] intentionally omitted <==

----- Start of picture text -----

B. Public Holding:
1. Institution:
a) Institutional - - - - -
Investors
b) Foreign Bodies - - - - -
Corporate
2. Non-Institution:
a) Individuals 53908624 25.23
b) Indian Bodies 9024827 4.2253
Corporate/LLP
c) NRI (Repatriable) 4572868 2.1410
NRI (non-
Repatriable)
d) HUF 3724322 1.7437
e) Directors 749 0.0004
f) Trust 1000 0.0005
g) NBFC - - - - -
h) Others 1817685 0.851
Sub Total (B) 7,30,50,075 32.4482
TOTAL (A+B) 20,55,32,414 94.4782
----- End of picture text -----

Assuming full subscription of equity shares and full conversion of equity warrants

Notes:

The above shareholding pattern shall change to the extent and in the event:

(i) The right for allotment of share against all or any of the Warrant(s) proposed to be issued and allotted pursuant to Resolution at Item No. 2 of the Notice are not exercised by the warrant holder.

(ii) Exercise of the rights by the promoter to convert the warrant into equity shares of the Company.

5. Timeframe within which the issue or allotment shall be completed: As required under the SEBI (ICDR) Regulations, Equity Shares and Equity Warrants shall be issued and allotted by the Company within a period of Fifteen (15) days from the date of passing of this resolution and in the future within 15 days of exercise of option for conversion of equity warrants into equity after the payment of remaining 75% or within 15 days from the date of receiving in-principle 15 days whichever is later .

6. Identity of proposed allottee(s) (including the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue: NO UBO

Note: Assuming full subscription of equity shares and full conversion of equity warrants.

7. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees: Please refer the above table for details for details of ultimate beneficial owners of the equity shares proposed to be allotted.

8. The percentage of post preferential issue capital that may be held by allottee:

Note: Assuming full subscription of equity shares and full conversion of equity warrants.

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705.

==> picture [285 x 65] intentionally omitted <==

9. Change in control, if any, in the issuer consequent to the preferential issue: There is no change in control in the Company. Promoters and promoter group of the company will remain the same.

10. Undertaking for Re-computation of Issue Price: The Company undertakes to recompute the price of the Equity Shares in terms of the provisions of the SEBI (ICDR) Regulations where it is required to do so.

11. Undertaking that if the amount payable on account of the re-computation of price is not paid: The Company undertakes that if the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, the Equity Shares shall continue to be locked in till the time such amount is paid by the allottee(s).

12. Disclosures under Schedule VI of the SEBI (ICDR) Regulations, if the issuer or any of its promoters or directors is a willful defaulter or a fraudulent borrower: Neither the Company, nor any of its directors or promoters have been declared as willful defaulter or fraudulent borrower as defined under the SEBI (ICDR) Regulations. The proposed preferential issue is not being made to any person who shares land border with India.

13. The current and the proposed status of the allottees(s) post the preferential issue: As mentioned in “Annexure A”

14. Practicing Company Secretary’s Certificate: As required in Regulation 163(2) of the SEBI (ICDR) Regulations, a certificate from the Practicing Company Secretary of the Company, certifying that the issue is being made in accordance with the requirements of the SEBI (ICDR) Regulations. A copy of the certificate is also available for inspection by the Members of the Company at the Registered Office of the Company on any working days, between 9:00 A.M. to 5: 00 P.M. up to the date of EOGM and it is also uploaded at the website of the Company at weblink https://www.1point1.com/ .

15. The date of Passing Board Resolution for approving Preferential Issue: Wednesday, June 26, 2024.

16. Basis or justification for the price (including premium, if any) at which the offer or invitation is being made: The Equity Shares of the Company are listed on National Stock Exchange of India Limited (‘NSE’). Equity Shares are frequently traded and accordingly the trading volume of the shares of the Company on NSE has been considered in accordance with the SEBI (ICDR) Regulations.

As per the provisions of the SEBI (ICDR) Regulations, the Equity Shares and Warrants will be issued at a price of 55.75per Equity Share / Equity Warrant which is more than the higher of the following:

(a) ’55.75’ per Share – being the 90 trading days’ volume weighted average price of the Company’s shares quoted on the NSE preceding the Relevant Date; or

(b) ’55.51’ per Share – being the 10 trading days’ volume weighted average prices of the Company’s shares quoted on the NSE preceding the Relevant Date;

(c) ’55.75’ per share being the price determined under the valuation report obtained by the Company from an independent registered valuer in terms of Regulation 166A of the SEBI (ICDR) Regulations, a copy whereof is posted on the website of the Company at https://www.1point1.com/ .

17. Name and address of Valuer who performed valuation:

Name: Suman Kumar Verma

IBBI Registered No. : IBBI/RV/05/2019/12376

18. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: Not Applicable

19. The amount which the Company intends to raise by way of issue: up to approximately INR 3,34,50,00,000/- (Indian Rupees Three Hundred and Thirty Four Crores and Fifty Lakhs Only) (assuming exercise of rights attached to all Warrants).

20. Material terms of issue of Equity Shares and Equity Warrants:

(a) Equity Shares:

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705.

==> picture [285 x 65] intentionally omitted <==

100% of the issue price shall be payable on application. The Equity Shares including the equity shares to be issued and allotted upon exercise of right attached to the Warrants shall be made fully paid up at the time of allotment and be allotted in dematerialized form only. The said equity shares shall rank pari passu in all respects with the then existing equity shares of the Company. The equity shares shall be subject to the Memorandum and Articles of Association of the Company.

(b) Equity Warrants:

The issue of Warrants shall be subject to the following terms and conditions:

(i) The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations, and laws, be entitled to apply for and be allotted one equity share against each Warrant, in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants, by issuing a written notice to the Company specifying the number of Warrants proposed to be so converted. The Company shall accordingly issue and allot the corresponding number of Equity Share(s) of face value of ` 10 each to the Warrant holders.
(ii) An amount equivalent to 25% of the Issue Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% shall be payable by the Warrant holder(s) on the exercise of the right attached to Warrant(s). The amount paid against Warrants shall be adjusted /appropriated against the Issue Price for the resultant equity share(s).
(iii) In the event that, a Warrant holder does not exercise the right attached to Warrant(s) within a period of 18 (Eighteen) months from the date of allotment of such Warrant(s), the unexercised Warrants shall lapse, and the amount paid by the Warrant holders on such Warrants shall stand forfeited by Company.
(iv) The Warrants themselves, until exercise of the conversion right and allotment of Equity Shares, do not give the holder thereof any rights akin to that of shareholder(s) of the Company.
(v) As may be required/deemed appropriate, the Company shall apply for the listing and trading approvals for the Equity Shares allotted and Equity Shares to be issued and allotted to the Warrant holders upon exercise of the Warrants from the relevant Stock Exchange(s) in accordance with the SEBI (ICDR) Regulations and SEBI (LODR) Regulations and all other applicable laws, rules, and regulations subject to receipt of necessary permission(s), sanction(s) and approval(s).
(vi) The Equity Shares to be allotted on the exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu in all respects including dividend and voting rights with the then existing Equity Shares of the Company.
(vii) The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as prescribed under the SEBI (ICDR) Regulations from time to time.
(viii) The Warrant holders shall be entitled to all future corporate actions including but not limited to the issue of bonus / rights, if any, and the Company shall reserve proportion of such entitlement for the Warrant holders.

21. The Class or classes of persons/names of the proposed allottee(s) to whom the allotment is made and the percentage of post preferential offer capital that may be held by them:

The Equity Shares are being offered to the following: -

==> picture [495 x 187] intentionally omitted <==

----- Start of picture text -----

Sr. Name of the Investor No. No. of Percentage Percentage of
No. of Equity Equity of capital post
Shares Warrants held before preferential
the offer capital
preferential that may be
issue by the held by the
allottee allottee
1 Benani Capital Scheme 1 Nil Nil 0.001
2,67,860
2 IEGFL - MULTI OPPORTUNITY Nil Nil 0.008
23,21,429
3 Vikasa India Eif I Fund - Emerging Nil Nil 0.002
Giants Fund 5,38,140
4 VPK Global Ventures Fund - Scheme 1 Nil Nil 0.001
2,67,860
----- End of picture text -----

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

Corporate Office: C-42, TTC Industrial Area, MIDC, Village Pawane, Navi Mumbai, Maharashtra- 400 705.

==> picture [285 x 65] intentionally omitted <==

==> picture [495 x 562] intentionally omitted <==

----- Start of picture text -----

5 Vriti Mulen Shah Nil Nil 0.001
2,00,000
6 Ashok Popatlal Shah Nil Nil 0.003
9,00,000
7 Pitam Goel HUF Nil Nil 0.002
5,00,000
8 Yuvraj Chandresh Shah Nil Nil 0.002
6,00,000
9 Aban Marketing & Exports Private Nil Nil 0.001
Limited 1,80,000
10 K B Kapadia Nil Nil 0.001
2,00,000
11 Bharat Mohan Vardhan Nil Nil 0.0005
1,35,000
12 Devanshi Mihir Shah Nil Nil 0.0005
1,35,000
13 Chitra Kumar Nil Nil 0.001
2,00,000
14 Ovata Equity Strategies Master Fund 17,85,714 Nil 0.016
26,78,571
15 Scale and Grow Innovations LLP Nil Nil 0.0002
44,643
16 Forbes EMF Nil Nil 0.018
50,00,000
17 Coeus Global Opportunities Fund Nil Nil 0.018
50,00,000
18 North Star Opportunities Fund VCC- Nil Nil 0.036
Bull Value Incorporated VCC Sub-Fund 1,00,00,000
19 AG Dynamic Funds Limited Nil Nil 0.036
1,00,00,000
20 Ebisu Global Opportunities Fund Nil Nil 0.018
Limited 50,00,000
21 Devansh Trademart LLP Nil Nil 0.007
17,85,714
22 LC Pharos Multi Strategy Fund SF1 Nil Nil 0.016
44,64,285
23 Anant Aggarwal Nil Nil 0.003
9,00,000
24 Raj Patel Nil Nil 0.001
2,40,000
25 Himansu Rajendra shah Nil Nil 0.001
2,00,000
26 Suresh Bhatia Nil Nil 0.002
5,36,000
27 Akshay Chhabra NIL 1,50,00,000 36.73 0.005
----- End of picture text -----

on fully diluted basis

22. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of the number of securities as well as price:

number	of securities as well as price:
Sr. No.	Particulars	Date of Allotment	No. of Persons	Price
1.	Preferential Allotment of EquityShares	April 20,2023	13	INR 16.47

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. Limited)

==> picture [285 x 65] intentionally omitted <==

2.	Preferential Allotment of EquityShares	August 24,2023	59	INR 28.32/-
3.	Preferential Allotment of EquityWarrants	August 24,2023	1	INR 28.32/-
4.	Preferential Allotment of EquityWarrants	October 27,2023	57	INR 28.32/-

23. Principal terms of assets charged as securities: Not Applicable

24. Relevant Date: The ‘Relevant Date’ for determining the issue price of the Equity Share is Tuesday, June 18, 2024, being 30 working days prior to the Extra-Ordinary General Meeting i.e. Thursday, July 18, 2024.

25. Lock-in: The Equity Shares, Warrants issued, and the Equity Shares being allotted pursuant to exercise of warrants as above shall be subject to a lock-in for such period as specified under applicable provisions of the SEBI (ICDR) Regulations.

26. Other relevant details:

The Investors have not sold / transferred any Equity Shares during the 90 trading days preceding the Relevant Date (June 18, 2024).

Post allotment, pursuant to preferential issue of Equity Shares and equity warrants (assuming full conversion), there will be an increase in paid-up equity share capital by Rs. 56,53,37,272 (Rupees Fifty six Crores Fifty Three Lakhs thirty seven Thousand two hundred seventy two Only) and there will be an increase in securities premium by Rs. 3,71,30,61,610/- (Rupees Three hundred Seventy One Crores thirty lakhs sixty one thousand six hundred ten Only).

For any reason if any proposed allottee is not able to fund the amount towards subscription of allocated number of eq shares, the other proposed allottees with the approval of board of directors of the company may subscribe to such portion of the equity shares/ warrants of the company as may be decided by the board of directors of the Company.

The issue of the aforesaid equity shares and equity warrants will be within the limits of the authorized share capital, which is proposed to be increased in agenda no. 01 of this notice. The Board of Directors believes that the proposed issue is in the best interest of the Company and its shareholders and therefore recommends the Special Resolution as set out in Item No. 2 in the accompanying notice for approval by the Shareholders.

None of the Directors, Key Managerial Persons of the Company, or their relatives, are in any way concerned or interested financially or otherwise in the proposed Special Resolution apart from the extent of their shareholding & directorship in the Company and their subscription in the aforesaid issue.

ONE POINT ONE SOLUTIONS LIMITED

(Formerly known as One Point One Solutions Pvt. 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 E : [email protected] 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

AI assistant

ONE POINT ONE SOLUTIONS LIMITED — Proxy Solicitation & Information Statement 2024

62376_rns_2024-06-27_130d3639-38c3-45aa-bd40-dbabaf37a8b0.pdf

National Stock Exchange of India Ltd.

COMPANY SYMBOL: ONEPOINT

ONE POINT ONE SOLUTIONS LIMITED

For One Point One Solutions Limited

ONE POINT ONE SOLUTIONS LIMITED

EXTRA-ORDINARY GENERAL MEETING NOTICE

SPECIAL BUSINESS:

ONE POINT ONE SOLUTIONS LIMITED

2. To offer and issue Equity Shares and Equity Warrants on a Preferential Basis to certain identified promoter and nonpromoter persons and other matters related thereto:

ONE POINT ONE SOLUTIONS LIMITED

ONE POINT ONE SOLUTIONS LIMITED

ONE POINT ONE SOLUTIONS LIMITED

ONE POINT ONE SOLUTIONS LIMITED

For One Point One Solutions Limited

ONE POINT ONE SOLUTIONS LIMITED

Pritesh Sonawane

Registered Office:

ONE POINT ONE SOLUTIONS LIMITED

Notes :

ONE POINT ONE SOLUTIONS LIMITED

Registration of Email Id:

ONE POINT ONE SOLUTIONS LIMITED

9. Voting through electronic means:

ONE POINT ONE SOLUTIONS LIMITED

ONE POINT ONE SOLUTIONS LIMITED

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

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

- Step 1: Access to NSDL e Voting system

Login method for Individual shareholders holding securities in demat mode is given below:

ONE POINT ONE SOLUTIONS LIMITED

ONE POINT ONE SOLUTIONS LIMITED

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

ONE POINT ONE SOLUTIONS LIMITED

ONE POINT ONE SOLUTIONS LIMITED

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

- Step 2: Cast your vote electronically and join the General Meeting on NSDL e Voting system.

General Guidelines for shareholders

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 :

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EOGM/AGM ARE AS UNDER:

ONE POINT ONE SOLUTIONS LIMITED

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

For One Point One Solutions Limited

Registered Office:

Corporate Office:

ONE POINT ONE SOLUTIONS LIMITED

EXPLANATORY STATEMENT

Item no. 01:

ONE POINT ONE SOLUTIONS LIMITED

Item no. 02:

To offer and issue 5,00,00,000 Equity Shares and 1,00,00,000 Equity Warrants on a Preferential Basis to certain identified - promoter and non promoter persons and other matters related thereto:

ONE POINT ONE SOLUTIONS LIMITED

ONE POINT ONE SOLUTIONS LIMITED

1. Objects of the preferential issue:

ONE POINT ONE SOLUTIONS LIMITED

4. Shareholding pattern of the Company before and after the preferential issue:

ONE POINT ONE SOLUTIONS LIMITED

Assuming full subscription of equity shares and full conversion of equity warrants

Notes:

8. The percentage of post preferential issue capital that may be held by allottee:

ONE POINT ONE SOLUTIONS LIMITED

13. The current and the proposed status of the allottees(s) post the preferential issue: As mentioned in “Annexure A”

15. The date of Passing Board Resolution for approving Preferential Issue: Wednesday, June 26, 2024.

17. Name and address of Valuer who performed valuation:

20. Material terms of issue of Equity Shares and Equity Warrants:

ONE POINT ONE SOLUTIONS LIMITED

(b) Equity Warrants:

21. The Class or classes of persons/names of the proposed allottee(s) to whom the allotment is made and the percentage of post preferential offer capital that may be held by them:

ONE POINT ONE SOLUTIONS LIMITED

22. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of the number of securities as well as price:

ONE POINT ONE SOLUTIONS LIMITED

23. Principal terms of assets charged as securities: Not Applicable

26. Other relevant details:

ONE POINT ONE SOLUTIONS LIMITED

More from ONE POINT ONE SOLUTIONS LIMITED

ONE POINT ONE SOLUTIONS LIMITED Proxy Solicitation & Information Statement 2024