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ONE POINT ONE SOLUTIONS LIMITED Proxy Solicitation & Information Statement 2025

Feb 12, 2025

62376_rns_2025-02-12_170476da-7723-4bb9-8542-bb503c2cf4be.pdf

Proxy Solicitation & Information Statement

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February 12, 2025

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To, Listing Department,

National Stock Exchange of India Limited

Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai - 400 051

Symbol: ONEPOINT

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice (E-voting)

Dear Sir/ Ma’am,

With reference to the above subject we would like to inform you that pursuant to Section 108 and Section 110 and other applicable provisions if any, of the Companies Act, 2013 (“the Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) read with the MCA General Circular issued by the Ministry of Corporate Affairs in this regard from time to time (hereinafter collectively referred to as (“MCA Circulars”), the approval of members of the Company is being sought for the following resolution, by way of Postal Ballot (only through the e- voting process):

Item
No.
Description of the Resolution
1. Re-appointment of Mr. Arjun Bhatia (DIN: 07023708) as an Independent Director
2. Re-appointment of Mr. Chandrasekher Yerramalli (DIN: 07929673) as an Independent
Director

Pursuant to Regulation 30 of SEBI LODR Regulations and other applicable provisions, please find enclosed the Postal Ballot Notice dated February 11 2025 (“Postal Ballot Notice”) along with the Explanatory Statement. The same is being made available on the Company’s website at website www.1point1.com

In terms of the MCA Circulars, the Company will send the Postal Ballot Notice in electronic form only to the members of the Company whose names appear in the List of Beneficial Owners as on close of business hours on Friday, January 31, 2025, being the cut-off date and who have registered their email ids with the Depository Participants/ Company. The hard copy of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelope will not be sent to the members for the postal ballot, in accordance with the requirements specified under the MCA Circulars.

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

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The Board of Directors has also appointed Mr. Omkar Dindorkar (Certificate of Practice No:24580) and in his absence Mrs. Deepti Kulkarni (Certificate of Practice No:22502), Partners of M/s. Makarand M. Joshi & Co., Practising Company Secretaries, Mumbai, to act as the Scrutinizer, for conducting the postal ballot process (including E-Voting).

The Schedule of Events of E-voting Event Date
Cut Off Date (for dispatch & E-voting) January 31, 2025
Date of Completion of Dispatch of Notice only through Electronic Mode February 12, 2025
Voting through Remote E-Voting Starts at 9.00 a.m. on February 13, 2025
Voting through Remote E-Voting Ends at 5.00 p.m. on March 14, 2025

Members who have not registered/updated their e-mail ids are requested to register/update the same with their respective Depository Participant(s), Link Intime India Private Limited (RTA) or the Company by following the procedure provided in the Postal Ballot Notice, in respect of both physical and electronic holdings for sending future communication(s) in electronic form.

Request you to kindly take the aforesaid information on your records.

By Order of the Board One Point One Solutions Limited

Date: February 12, 2025 Registered office: International Infotech Park,

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PRITESH Digitally signed by PRITESH SANJAY SANJAY SONAWANE Date: 2025.02.12 19:24:32 SONAWANE +05'30'

T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Pritesh Sonawane

(Company Secretary and Compliance Officer) Membership No: 34943

Encl.: As Above

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

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ONE POINT ONE SOLUTIONS LIMITED

Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869 Email Id: [email protected] ; Website: www.1point1.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 108, Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 (1) of the Companies (Management and Administration) Rules, 2014, as amended]

Dear Member(s),

Notice is hereby given that the resolutions set out below are proposed for approval by the members of One Point One Solutions Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“e-voting”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or reenactment(s) thereof for the time being in force).

The Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice is also attached. In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the notes to receive this Postal Ballot Notice.

The Board of Directors of the Company in compliance with Rule 22(5) of the Companies (Management and Administration) Rules, 2014, has in its meeting held on 11 February 2025, appointed Mr. Omkar Dindorkar (Certificate of Practice No:24580) and in his absence Mrs. Deepti Kulkarni (Certificate of Practice No:22502), Partners of M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, (email: [email protected] )as the Scrutinizer for conducting the postal ballot through remote e-voting process in a fair and transparent manner.

The remote e-voting period commences from on Thursday, February 13, 2025 (9:00 A.M. IST) and ends on Friday, March 14, 2025 (5:00 P.M. IST).

After completion of scrutiny of the total votes casted, the Scrutinizer will submit his report to the Chairman of the Company or any authorised person of the Company. The results of the Postal Ballot will be announced on or before Monday, March 17, 2025. The said results along with the Scrutinizer's Report shall be placed on the Company's website www.1point1.com and the website of M/s MUFG Intime India Private Limited (‘MIIPL’) at https://instavote.linkintime.co.in. The said results along with the Scrutinizer’s Report would be intimated to National Stock Exchange Limited (NSE), where the Equity Shares of the company are listed. The proposed resolutions, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-voting /receipt of postal ballot forms, i.e., Saturday, March 15, 2025.

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ONE POINT ONE SOLUTIONS LIMITED

Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869 Email Id: [email protected] ; Website: www.1point1.com

SPECIAL BUSINESS:

1. Re-appointment of Mr. Arjun Bhatia (DIN: 07023708) as an Independent Director

To consider and if thought fit, to pass, with or without modification, the following resolution as ‘ Special Resolution’:

“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152, 160 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014, the Companies (Amendment) Act, 2017 (including any statutory modification(s) or re-enactment thereof for the time being in force), relevant applicable regulation(s) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Mr. Arjun Bhatia (DIN: 07023708) Independent Director of the Company who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and who is eligible for reappointment under the relevant provisions of the Companies Act, 2013, and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby re-appointed as an Independent Director of the Company, for a second term of 5 (Five) consecutive years starting from 23[rd] April 2024 to 22[nd] April 2029 and the term shall not be subject to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

2. Re-appointment of Mr. Chandrasekher Yerramalli (DIN: 07929673) as an Independent Director:

To consider and if thought fit, to pass, with or without modification, the following resolution as ‘ Special Resolution’:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014, the Companies (Amendment) Act, 2017 (including any statutory modification(s) or re-enactment thereof for the time being in force), relevant applicable regulation(s) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Mr. Chandrasekher Yerramalli (DIN: 07929673), Independent Director of the Company, who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and who is eligible for reappointment under the relevant provisions of the Companies Act, 2013, and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby re-appointed as an Independent Director of the Company for a second term of 3 (three) consecutive years starting from 1[st] September 2024 to 31[st] August 2027 and the term shall not be subject to retirement by rotation.”

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

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ONE POINT ONE SOLUTIONS LIMITED

Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869

Email Id: [email protected] ; Website: www.1point1.com

By order of Board of Director

For One Point One Solutions Limited

Sd/Pritesh Sonawane Company Secretary and Compliance Officer Place: Navi Mumbai Date: 11 February 2025

NOTES

  1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Act read with Rule 22 of the Rules stating material facts and reasons for the proposed resolution is annexed hereto.

  2. In compliance with the MCA Circulars, the Postal Ballot Notice is being sent by electronic mode to those Members whose names appear in the Register of Members/List of Beneficial Owners maintained by the Company/ Depositories as on Friday, January 31, 2025 (‘Cut-off date’) and whose e-mail IDs are registered with the Company / Depositories. For Members who have not registered their e-mail IDs, please follow the instructions given below under these Notes.

  3. In accordance with the provisions of the MCA Circulars, Shareholders can vote only through the e- voting process. Shareholders are requested to provide their assent or dissent through E-voting only. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to shareholders for this Postal Ballot.

  4. In compliance with provisions of Section 108 and Section 110 and other applicable provisions, of the Act read with the Management Rules, the Company is pleased to offer e-voting facility to all the shareholders of the Company. For this purpose, the Company has engaged the services of National Securities and Depository Limited (NSDL) for facilitating e-voting to enable the shareholders to cast their votes electronically.

  5. Shareholders may please note that the Postal Ballot Notice will also be available on the Company’s website at www.1point1.com, websites of the Stock Exchange National Stock Exchange of India Limited (NSE) at www.nseindia.com, and on the website of NSDL at https://nsdl.co.in/. All the material documents referred to Statement, shall be available for inspection on the Company’s website www.1point1.com to facilitate online inspection until last date of remote e-voting. Further, copy of a certificate received from a Practicing Company Secretary certifying that requirements of SEBI (Issue of Capital Disclosure Requirements) Regulations, 2018 are fulfilled is also placed on the website of the Company at www.1point1.com.

  6. The Postal Ballot Notice is being sent to all the shareholders electronically, whose names appear in the Register of Members / List of Beneficial Owners as received from NSDL/Central Depository Services (India) Limited (CDSL) on Friday, January 31, 2025. The members whose name appears in the Register of Members/list of Beneficial Owners as on Friday, January 31, 2025 being the cut-off date, are entitled to vote on the Resolutions set forth in this Postal Ballot Notice.

  7. The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, January 31, 2025 being the cut-off date fixed for the purpose.

  8. The voting through electronic means will commence on Thursday, February 13, 2025 (9:00 A.M. IST) and ends on Friday, March 14, 2025 (5:00 P.M. IST). The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution(s) is cast by the member, the member shall not be allowed to change subsequently.

  9. A shareholder cannot exercise his/her vote by proxy on Postal Ballot.

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ONE POINT ONE SOLUTIONS LIMITED

Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869

Email Id: [email protected] ; Website: www.1point1.com

  1. The Scrutinizer will submit their report to the Chairman or any other Director after completion of the scrutiny and the result of the Postal Ballot voting process will be declared within two working days from the end of voting on or before Monday March 17, 2025.

  2. Resolution passed by shareholders with requisite majority, through Postal Ballot shall be deemed to have been passed at a General Meeting of Members convened on that behalf.

  3. The result of the Postal Ballot shall be communicated to all the Stock Exchanges where the equity shares of the Company are listed, NSDL and shall also be published in the newspaper(s). The Special Resolution, if passed by the requisite majority, shall be deemed to have been passed on Friday, March 14, 2025 being the last date specified by the Company for e-voting.

  4. Members who have not registered their e-mail addresses so far are requested to register the same so that they can receive all future communications from the Company electronically .

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS:

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, 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 correctly in their demat accounts to access e Voting facility.

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

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

  • a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

  • b) Enter User ID and Password. Click on “Login”

  • c) After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • d) Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period. OR

Shareholders who have not registered for NSDL IDeAS facility:

  • a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  • b) Proceed with updating the required fields.

  • c) Post successful registration, user will be provided with Login ID and password.

  • d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • e) Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL

  • a) Visit URL: https://www.evoting.nsdl.com

  • b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

  • c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

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ONE POINT ONE SOLUTIONS LIMITED

Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869

Email Id: [email protected] ; Website: www.1point1.com

  • a) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • b) Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

  • a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.

  • b) Click on New System Myeasi Tab

  • c) Login with existing my easi username and password

  • d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.

  • e) Click on “Link InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period. OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

  • b) Proceed with updating the required fields.

  • c) Post registration, user will be provided username and password.

  • d) After successful login, user able to see e-voting menu.

  • e) Click on “Link InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL

  • a) Visit URL: https://www.cdslindia.com

  • b) Go to e-voting tab.

  • c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  • d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  • e) After successful authentication, click on “Link InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

  • a) Login to DP website

  • b) After Successful login, user shall navigate through “e-voting” option.

  • c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

  • d) After successful authentication, click on “MUFG Intime/ Link InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

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ONE POINT ONE SOLUTIONS LIMITED

Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869

Email Id: [email protected] ; Website: www.1point1.com

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for InstaVote as under: a) Visit URL: https://instavote.linkintime.co.in

Shareholders who have not registered for INSTAVOTE facility:

b) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

  • A. User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

CDSL demat account – User ID is 16 Digit Beneficiary ID.

  • Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

  • B. PAN:

Enter your 10-digit Permanent Account Number (PAN)

  • (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

  • C. DOB/DOI:

  • Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

  • D. Bank Account Number:

Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

  • Shareholders holding shares in NSDL form , shall provide ‘D’ above

  • ** Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

  • Set the password of your choice

  • (The password should contain minimum 8 characters, at least one special Character

  • (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  • Enter Image Verification (CAPTCHA) Code

  • Click “Submit” (You have now registered on InstaVote).

Shareholders who have registered for INSTAVOTE facility:

  • c) Click on “Login” under ‘SHARE HOLDER’ tab.

  • A. User ID: Enter your User ID

  • B. Password: Enter your Password

  • C. Enter Image Verification (CAPTCHA) Code

  • D. Click “Submit”

  • d) Cast your vote electronically:

  • A. After successful login, you will be able to see the “Notification for e-voting”.

  • B. Select ‘View’ icon.

  • C. E-voting page will appear.

  • D. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • E. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

    • A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

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ONE POINT ONE SOLUTIONS LIMITED

Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869

Email Id: [email protected] ; Website: www.1point1.com

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

  • a) Visit URL: https://instavote.linkintime.co.in

  • b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

  • c) Fill up your entity details and submit the form.

  • d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  • e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Investor Mapping” tab under the Menu Section

  • c) Map the Investor with the following details:

  • A. ‘Investor ID’ –

    • i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

    • ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.

  • B. ‘Investor’s Name - Enter Investor’s Name as updated with DP.

  • C. ‘Investor PAN’ - Enter your 10-digit PAN.

  • D. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

  • *File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit

  • Beneficiary ID . Further, Custodians and Mutual Funds shall also upload specimen signatures.

  • E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Votes Entry” tab under the Menu section.

  • c) Enter the “Event No.” for which you want to cast vote.

  • Event No. can be viewed on the home page of InstaVote under “On-going Events”.

  • d) Enter “16-digit Demat Account No.” for which you want to cast vote.

  • e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • f) After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote. OR

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ONE POINT ONE SOLUTIONS LIMITED

Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869

Email Id: [email protected] ; Website: www.1point1.com

METHOD 2 - VOTES UPLOAD

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) After successful login, you will be able to see the “Notification for e-voting”.

  • c) Select “View” icon for “Company’s Name / Event number”.

  • d) E-voting page will appear.

  • e) Download sample vote file from “Download Sample Vote File” tab.

  • f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.

  • g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.

  • (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk 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
Individual
Shareholders
holding
securities in demat mode with CDSL
Members facing any technical issue in login can contact CDSL
helpdesk by sending a request at [email protected]
or contact at toll free no. 1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on “Login” under ‘SHARE HOLDER’ tab.

  • Click “forgot password?”

  • Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

ONE POINT ONE SOLUTIONS LIMITED

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Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869

Email Id: [email protected] ; Website: www.1point1.com

User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

  • Click “forgot password?”

  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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ONE POINT ONE SOLUTIONS LIMITED

Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869

Email Id: [email protected] ; Website: www.1point1.com

EXPLANATORY STATEMENT

(Pursuant to Section 102 and 110 of the Companies Act, 2013 (“Act”))

Item No.1:

Pursuant to the approval accorded by the members of the Company vide resolution dated September 20, 2019, Mr. Arjun Bhatia (DIN: 07023708) is holding the office of Independent Director of the Company and his first term ended on April 23, 2024. The Nomination and Remuneration Committee of the Board of Directors (the “NRC Committee”), on the basis of the report of performance evalua tion, has recommended the reappointment of Mr. Arjun Bhatia as an Independent Director for a second term of 5 (five) consecutive years w.e.f. April 23, 2024 upto April 22, 2029, on the Board of Directors of the Company. The Board of Directors, based on the performance evaluation and as per the recommendation of the NRC Committee, considers that, given his professional background and experience and contributions made by him during his tenure, his continuance as an Independent Director would be beneficial to the Company. Accordingly, it is proposed to re-appoint Arjun Bhatia as an Independent Director of the Company, not liable to retire by rotation, for a second term of 5 (five) consecutive years.

Arjun Bhatia is qualified to be appointed as a Director in terms of Section 164 of the Companies Act, 2013 (the “Act”) and has given his consent to act as a Director. The Company has also received a declaration from Arjun Bhatia that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority. The Company has also received a notice under Section 160 of the Act from a member proposing the candidature of Arjun Bhatia for the office of Independent Director of the Company.

In the opinion of the Board of Directors, Arjun Bhatia fulfils the conditions for re-appointment as an Independent Director as specified in the Act and the Listing Regulations. Arjun Bhatia is independent of the management and possesses appropriate skills, experience, knowledge and capabilities required for the role of Independent Director. Considering the extensive knowledge and experience of Arjun Bhatia in the Business Process Management Services sector, re-appointment of Arjun Bhatia as an Independent Director is in the interest of the Company.

Details of Arjun Bhatia pursuant to the provisions of (i) Listing Regulations; and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India, are provided in the “Annexure” to this Postal Ballot Notice.

He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board of Directors, reimbursement of expenses for participating in the Board and other meetings and profit related commission within the limits stipulated under Section 197 of the Act.

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ONE POINT ONE SOLUTIONS LIMITED

Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869

Email Id: [email protected] ; Website: www.1point1.com

In accordance with the provisions of Section 149 read with Schedule IV of the Act and other applicable provisions of the Act and in terms of Regulation 25(2A) of the Listing Regulations, reappointment of Arjun Bhatia as an Independent Director requires approval of members of the Company by passing a special resolution.

Accordingly, the approval of members is sought for reappointment of Arjun Bhatia as an Independent Director. Copy of draft letter of appointment to be issued to Arjun Bhatia setting out the terms and conditions of his re-appointment is available for inspection, by the members, electronically. Members seeking to inspect the same can send an email to [email protected].

Arjun Bhatia is interested in the resolution set out at Item No. 1 of this Postal Ballot Notice with regard to his re-appointment.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board of Directors commends the Special Resolution set out at Item No. 2 of this Postal Ballot Notice for approval by the members.

Item No. 2:

Pursuant to the approval accorded by the members of the Company vide resolution dated September 20, 2019, Mr. Chandrasekher Yerramalli (DIN: 07929673) is holding the office of Independent Director of the Company and his first term ended on August 30, 2024. The Nomination and Remuneration Committee of the Board of Directors (the “NRC Committee”), on the basis of the report of performance evaluation, has recommended the reappointment of Mr. Chandrasekher Yerramalli as an Independent Director for a second term of 3 (five) consecutive years w.e.f. September 1, 2024 upto August 31, 2027, on the Board of Directors of the Company. The Board of Directors, based on the performance evaluation and as per the recommendation of the NRC Committee, considers that, given his professional background and experience and contributions made by him during his tenure, his continuance as an Independent Director would be beneficial to the Company. Accordingly, it is proposed to re-appoint Chandrasekher Yerramalli as an Independent Director of the Company, not liable to retire by rotation, for a second term of 3 (three) consecutive years.

Chandrasekher Yerramalli is qualified to be appointed as a Director in terms of Section 164 of the Companies Act, 2013 (the “Act”) and has given his consent to act as a Director. The Company has also received a declaration from Chandrasekher Yerramalli that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority. The Company has also received a notice under Section 160 of the Act from a member proposing the candidature of Chandrasekher Yerramalli for the office of Independent Director of the Company.

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ONE POINT ONE SOLUTIONS LIMITED

Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869 Email Id: [email protected] ; Website: www.1point1.com

In the opinion of the Board of Directors, Chandrasekher Yerramalli fulfils the conditions for reappointment as an Independent Director as specified in the Act and the Listing Regulations. Chandrasekher Yerramalli is independent of the management and possesses appropriate skills, experience, knowledge and capabilities required for the role of Independent Director. Considering the extensive knowledge and experience of Chandrasekher Yerramalli in the Business Process Management Services sector, re-appointment of Chandrasekher Yerramalli as an Independent Director is in the interest of the Company.

Details of Chandrasekher Yerramalli pursuant to the provisions of (i) Listing Regulations; and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India, are provided in the “Annexure” to this Postal Ballot Notice.

He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board of Directors, reimbursement of expenses for participating in the Board and other meetings and profit related commission within the limits stipulated under Section 197 of the Act.

In accordance with the provisions of Section 149 read with Schedule IV of the Act and other applicable provisions of the Act and in terms of Regulation 25(2A) of the Listing Regulations, reappointment of Chandrasekher Yerramalli as an Independent Director requires approval of members of the Company by passing a special resolution.

Accordingly, the approval of members is sought for reappointment of Chandrasekher Yerramalli as an Independent Director. Copy of draft letter of appointment to be issued to Chandrasekher Yerramalli setting out the terms and conditions of his re-appointment is available for inspection, by the members, electronically. Members seeking to inspect the same can send an email to [email protected].

Chandrasekher Yerramalli is interested in the resolution set out at Item No. 2 of this Postal Ballot Notice with regard to his re-appointment.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board of Directors commends the Special Resolution set out at Item No. 2 of this Postal Ballot Notice for approval by the members.

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ONE POINT ONE SOLUTIONS LIMITED

Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869

Email Id: [email protected] ; Website: www.1point1.com

ADDITIONAL INFORMATION ON DIRECTOR RECOMMENDED FOR APPOINTMENT / REAPPOINTMENT AS REQUIRED UNDER REGULATION 36 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

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

Name of Director Arjun Bhatia Chandrasekher Yerramalli
Age 35 51
DIN: 07023708 07929673
Date of Birth 27/04/1989 22/12/1973
Qualifications Mr. Arjun Bhatia holds 1.B.E. (CIVIL)
Bachelor degree in Commerce 2.Master of Technology from
from University of Mumbai. IIT, Mumbai
3.PH.D. – Aerospace
Engineering from
University of Michigan.
Experience Mr. Arjun Bhatia has Mr. Chandrasekher
experience in the field of IT and Yerramalli worked as
ITES and Business Process Technology Director with
Management Services Ming Yang Wind Power USA
industry. During his tenure, he INC. Currently he is working
guided corporates for Business as professor with IIT
Development. Mumbai
Name of other companies in which Silicon Softech India Limited NIL
she holds Directorship
Name of other companies in which NIL NIL
he holds Chairmanship/
Membership of Committees of
Board$
No. of shares held in the Company NIL NIL
Terms and Conditions of As per the resolution set out at Item No. 1 & 2 of this Postal
Appointment Ballot Notice read with statement pursuant to Section 102 of
the Act.
Remuneration last drawn (including Not Applicable Not Applicable
sitting fees, if any) (FY2023-24)
Remuneration proposed to be paid Both Directors shall be paid remuneration by way of fee for
attending meetings of the Board or Committees thereof or for
any other meetings as may be decided by the Board of
Directors, reimbursement of expenses for participating in the
Board and other meetings and profit related commission
within the limits stipulated under Section 197 of the
Companies Act, 2013.
Date of first appointment on the 23/04/2019 01/09/2019
Board
Shareholding in the Company NIL NIL
including shareholding as a
beneficial owner as on date of
Postal Ballot Notice
----- End of picture text -----*

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ONE POINT ONE SOLUTIONS LIMITED

Registered office: International Infotech Park, T-762, Tower-7, 6[th] Floor, Vashi, Navi Mumbai -400703. Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869

Email Id: [email protected] ; Website: www.1point1.com

Registered office:International Infotech Park, T-762, Tower-7, 6thFloor, Vashi, Navi Mumbai -400703.
Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869
Email Id: [email protected] ; Website: www.1point1.com
Registered office:International Infotech Park, T-762, Tower-7, 6thFloor, Vashi, Navi Mumbai -400703.
Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869
Email Id: [email protected] ; Website: www.1point1.com
Registered office:International Infotech Park, T-762, Tower-7, 6thFloor, Vashi, Navi Mumbai -400703.
Tel: 022 6687 3800 Fax: 022 6687 3889; CIN: L74900MH2008PLC182869
Email Id: [email protected] ; Website: www.1point1.com
Number of meetings of the Board
attended in FY 2023-24:
7
7
Relationship with other Directors /
Key Managerial Personnel
Not related to any Director /
KeyManagerial Personnel
Not related to any Director
/KeyManagerial Personnel

Note:

* excludes directorships held in private limited companies which are not subsidiaries or holding companies of public limited companies, unlimited companies, foreign companies and Companies under Section 8 of Companies Act, 2013.

$ includes Chairmanship/ membership of the Audit Committee and the Stakeholders Relationship Committee of only public limited companies, whether listed or not.

Registered Office : International Infotech Park, T-762, Tower7, 6th Floor, Vashi, Navi Mumbai -400703 CIN: L74900MH2008PLC182869 E-mail: [email protected]

By order of the Board of Directors For One Point One Solutions Limited Sd/Pritesh Sonawane Company Secretary & Compliance Officer Membership No: A34943

Date: 11/02/2025