DIRECTORS' REPORT

The Board of Directors of your Company take great pleasure in presenting the 18th Annual Report on the
business and operations of your Company ("the Company" or "One Point One Solutions Limited") along with
the Audited Financial Statements, for the financial year ended 31st March 2026. The consolidated
performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

The performance of the Company for the financial year 2025-26 is summarized below:

(Amount in Lakhs of Indian Rupees)

RESULT FROM OPERATIONS:

The Standalone revenue from operations grew by 13.16%, rising from Rs. 20,143.99 lakh to Rs. 22,794.91 lakh,
and Standalone Profit After Tax (PAT) also saw healthy growth, from Rs. 2,760.92 lakh to Rs. 3,018.87 lakh.

The Consolidated revenue from operations expanded by 22.24%, from Rs. 25,635.66 lakh to Rs. 31,338.08
lakh, and Consolidated Profit After Tax (PAT) similarly improved, moving from Rs. 3,315.67 lakh to Rs. 3,820.54
lakh.

A detailed analysis of these robust financial outcomes is available in the Management Discussion and Analysis
Report, an integral part of this Annual Report.

DIVIDEND:

The Board of Directors does not recommend any Dividend for the Financial Year 2025-26.

INCREASE IN AUTHORISED SHARE CAPITAL:

The Company has not increased its Authorised Share capital during the financial year 2025-26.

INCREASE IN SHARE CAPITAL:

Pursuant to following allotments of Equity shares, the Paid up Share Capital of the Company is increased from
Rs. 52,49,94,310 (Rupees Fifty Two Crore Forty Nine Lakh Ninety Four Thousand Three Hundred Ten only)
consisting of 26,24,97,155 (Twenty Six Core Twenty Four Lakh Ninety Seven Thousand One Hundred Fifty Five)
Equity Shares of Rs.2/- (Rupees Two) each to Rs. 52,58,73,552 (Rupees Fifty Two Crore Fifty Eight Lakh Seventy
Three Thousand Five Hundred Fifty Two only) consisting of 26,29,36,776 (Twenty Six Core Twenty Nine Lakh
Thirty Six Thousand Seven Hundred Seventy Six) Equity Shares of Rs.2/- (Rupees Two) each:

1. Preferential allotment (Series 1):

Pursuant to the approval received from the Board of Director of the Company vide its Board resolutions
dated 24th August 2023 and approval received from the Shareholders of the Company vide its
resolution dated 22nd September 2023 the Company has allotted 3,79,944 (Three Lakh Seventy Nine
Thousand Nine Hundred Forty Four) equity shares on preferential allotment basis having face value of
Rs.2/- each (Rupees Two Only) at a premium of Rs. 26.32 (Rupees Twenty-six and Thirty-two Paise) on
preferential basis by way circular resolution passed by Board directors on 25th April 2025.

2. Preferential allotment (Series 2):

Pursuant to the approval received from the Board of Director of the Company vide its Board resolutions
dated 28th May 2022 and approval received from the Shareholders of the Company vide its resolution
dated 13th July 2022 the Company has allotted 59,677 (Fifty Nine Thousand Six Hundred Seventy
Seven) equity shares on conversion of ESOP having face value of Rs.2/- each (Rupees Two Only) at a
premium of Rs. 16.85 (Rupees Sixteen and Eighty Five Paise) by way of circular resolution passed by
Board directors on 07th October 2025 and 31st March 2026.

The Company has neither issued shares with differential voting rights nor has issued any sweat equity
shares.

TRANSFER TO RESERVES:

During the year under review the Company
transferred Rs. 3,018.87 lakh to the Reserves.

AUDITORS AND AUDITORS' REPORT:

Pursuant to provisions of Section 139 of the
Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, M/s. SIGMAC
& CO., Chartered Accountants bearing Firm
Registration Number: 1 16351W, were
appointed as Statutory Auditors of the
Company. The Auditors' Report to the
Members on the Accounts of the Company for
the year ended 31st March, 2026 does not
contain any qualification, reservation or adverse
remark.

FEES PAID TO STATUTORY AUDITORS:

The total fees for all services paid by the
Company and its subsidiary, on a consolidated
basis, to M/s. SIGMAC & CO., Chartered
Accountants bearing Firm Registration
Number: 116351W, Statutory Auditors of the
Company and other firms in the network entity
of which the statutory auditors are a part, during
the year ended March 31, 2026, is Rs. 21.35
lakhs.

SUBSIDIARY COMPANIES AND
FINANCIAL STATEMENTS:

In accordance with the Accounting Standards 21
and 23 issued by the Institute of Chartered
Accountants of India, Consolidated Financial
Statements presented by the Company include
the Financial Information of the Subsidiary
Companies. These Consolidated Financial
Statements provide financial information about
your Company and its subsidiaries after
elimination of minority interest, as a single
entity. A summary of the financial performance
of each of the Subsidiary companies in the
prescribed Form AOC-1 is appended as
Annexure 1 to the Financial Statements of the

Company. In accordance with Section 136 of the
Companies Act, 2013, the audited financial
statements, including the consolidated financial
statements and related information of the
Company and audited accounts of each of
the subsidiaries of the Company are available
o n t h e w e b s i t e o f t h e C o m p a n y
https://www.1point1.com.

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

Information pursuant to the provisions of
Section 134 of the Companies Act, 2013 and the
rules framed thereunder, relating to
conservation of energy, technology absorption,
foreign exchange earnings and outgo, forms
part of this Report and is given at Annexure 2.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

In accordance with the provisions of Section 152
of the Companies Act, 2013, Ms. Shalini
Pritamdasani Director of the Company retires by
rotation and being eligible, offers herself for re¬
appointment. Further, as stipulated under
Regulation 36 of the SEBI (LODR) Regulations,
2015, her brief resume, is given in the section on
Corporate Governance, which forms part of this
Annual Report.

EVALUATION OF PERFORMANCE OF
BOARD, ITS COMMITTEES AND OF
DIRECTORS:

Pursuant to the provisions of the Companies
Act, 2013 and Listing Regulations, 2015 the
Board of Directors has undertaken an annual
evaluation of its own performance, its various
Committees and individual directors. The
manner in which the performance evaluation
has been carried out has been given in detail in
the Annexure VII Corporate Governance

Report, annexed to this Report. The policy of
the Company on directors' appointment and
remuneration including criteria for determining
qualifications, positive attributes,
independence of a director and other matters
provided under Section 178(3) of the Act, and
Part D of Schedule II of the Listing Regulations,
adopted by the Board is appended as Annexure
3 to the Directors' Report. We affirm that the
remuneration paid to the directors is as per the
terms laid out in the Nomination and
Remuneration Policy of the Company.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

The Company has established a Familiarisation
Programme for Independent Directors to
ensure they are well-acquainted with their
specific roles, rights, and responsibilities. This
comprehensive program also covers essential
aspects such as the nature of our industry, the
Company's strategic direction, business plans,
operational frameworks, market dynamics, and
product offerings. Further details regarding this
programme are accessible on the Company's
official website: https://www.1point1.com.

CHANGE IN DIRECTORS AND
COMMITTEE MEMBERS:

During the year under review there is no change
in the committee members of the Company.

DECLARATION BY INDEPENDENT
DIRECTORS:

The Company has obtained the requisite
declarations from all its Independent Directors,
co n fi r m i n g th e i r a d h e re n ce to th e
independence criteria stipulated under Section
149(6) of the Companies Act, 2013, and the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015.

MEETINGS OF THE BOARD:

During the year, 12 meetings of the Board of
Directors were held, particulars of attendance of
directors at the said meetings are given in the
annexure VII Corporate Governance Report,
which forms part of this Report. The company is
in compliance with Secretarial Standards as
issued by The Institute of Company Secretaries
of India.

DIRECTORS' RESPONSIBILITY
STATEMENT:

Pursuant to the provisions of Section 134 of the
Companies Act 2013, your Directors state that:

a. in the preparation of the annual financial
statements for the year ended 31st March,
2026, the applicable accounting standards
have been followed along with no material
departures;

b. appropriate accounting policies have
been selected and applied consistently
and based on judgments and estimates
that are reasonable and prudent so as to
give a true and fair view of the state of
affairs of the Company as at 31st March,
2026 and of the profit of the Company for
the year ended on that date;

c. proper and sufficient care has been taken
for the maintenance of adequate
accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the assets of the Company
and for preventing and detecting fraud
and other irregularities;

d. the annual financial statements have been
prepared on a going concern basis;

e. proper internal financial controls have
been laid down to be followed by the
Company and that such internal financial
controls are adequate and were operating
effectively; and f. the proper systems to
ensure compliance with the provisions of

all applicable laws are in place and were
adequate and operating effectively. and

f. Proper systems to ensure compliance with
the provisions of all applicable laws and
that such systems were adequate and
operating effectively.

SECRETARIAL AUDITOR:

The Board has appointed M/s. Mihen Halani and
Associates, Practicing Company Secretary, to
conduct Secretarial Audit for the financial year
2025-26. The Secretarial Audit Report in
prescribed format is annexed as Annexure 4 to
this Report which is self-explanatory.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and
other details as required under Section 197(12)
of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed to this
Report as Annexure 5. The statement
containing particulars of employees as required
under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part
of this report. Further, the report and the
financial statements are being sent to the
members excluding the aforesaid statement.
Further, in terms of provisions of Section 136(1)
of the Act, the Annual Report excluding the
aforesaid information is being sent to the
members of the Company. The said information
is open for inspection at the registered office of
the Company during working hours and any
member interested in obtaining such
information may write to the Company
Secretary and the same will be furnished on
request. Further the Annual Report including
the aforesaid information is also available on the
Company's website https://www.1point1.com.

PARTICULARS OF CONTRACTS AND
ARRANGEMENTS WITH RELATED
PARTIES:

Your Company has formulated a policy on
related party transactions which is also
available on Company's website at
https://www.1point1.com. This policy deals
with the review and approval of related party
transactions. The Board of Directors of the
Company has approved the criteria for making
omnibus approval by the Audit Committee
within the overall framework of the policy on
related party transactions. Prior omnibus
approval is obtained for related party
transactions which are of repetitive nature and
entered in the ordinary course of business and
on arm's length basis. All related party
transactions are placed before the Audit
Committee for review and approval. All related
party transactions entered during the Financial
Year were in ordinary course of the business and
on arm's length basis. During the year, the
Com pan y h a d n ot en tered in to a n y
contract/arrangement/transaction with related
parties which could be considered material in
accordance with the policy of the Company on
materiality of related party transactions.
Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h)
of the Companies Act, 2013 in Form AOC 2
appended as Annexure 6 to this Report.

PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS AND
DEPOSITS:

Particulars of loans given, investments made,
guarantees given and securities provided along
with the purpose for which the loan or
guarantee or security provided is proposed to
be utilised by the recipient are provided in the
Standalone Financial Statement.

CORPORATE SOCIAL
RESPONSIBILITY:

Your Company is committed to Corporate
Social Responsibility (CSR) and strongly believes
that the business objectives of the Company
must be in congruence with the legitimate
development needs of the society in which it
operates. The detailed report on CSR activities
is given in Annexure 7, forming part of this
Report. Pursuant to the provisions of the Section
135 of the Companies Act, 2013 (the Act), your
Company has constituted a CSR Committee to
monitor the CSR activities of the Company,
details of which are provided in the Corporate
Governance Report, forming part of this Report.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company in
prescribed format is annexed herewith as
Annexure 8 to this Report. The copy of
company's annual return is available on
website of the Company on web link:
https://www.1point1.com

RISK MANAGEMENT & INTERNAL
FINANCIAL CONTROLS:

The Company has in place mechanism to inform
Board Members about the Risk Assessment and
Minimization procedures which are periodically
reviewed to ensure that risk is controlled by the
Executive Management. The Company has also
formulated Risk Management Policy to review
and control risk. Details in respect of adequacy
of internal financial controls with reference to
the Financial Statements are given in the
Management's Discussion and Analysis, which
forms part of this Report.

HUMAN RESOURCES (HR):

The Company's HR policies are designed to
recruit and retain the best talent to support the

operations of your Company and to align the
interests of all employees with the long term
organizational goals.

DISCLOSURE AS PER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT,
2013:

Your Company has zero tolerance for sexual
harassment at workplace and as per the
provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition &
Redressal) Act, 201 3, your company has
constituted an Internal Complaints Committees
(ICC) and during the year, no cases were
reported to the ICC.

OTHER DISCLOSURES/REPORTING:

Your Directors state that no disclosure and/or
reporting is required in respect of the following
items as there were no transactions on these
items during the year under review:

- Issue of equity shares with differential
rights as to dividend, voting or otherwise;

- Issue of sweat equity shares to employees
of the Company;

- Neither the Managing Director nor the
Whole-time Directors of the Company
receive remuneration or commission from
any of its subsidiaries;

- No significant or material orders were
passed by the Regulators or Courts or
Tribunals which impact the going concern
status and Company's operations in future;

- There have been no material changes and
commitments, if any, affecting the financial
position of the Company which have
occurred between the end of the Financial

Year of the Company to which the Financial
Statements relate and the date of this
Report;

- The Company is not exposed to
commodity price risk or foreign exchange
risk and hedging activities.

APPRECIATION &
ACKNOWLEDGEMENTS:

The Board wishes to place on record its
gratitude for the assistance and co-operation
received from Banks, Government Authorities,
business associates, Customers, Vendors and all
its shareholders for the trust and confidence

reposed in the Company. The Board further
wishes to record its sincere appreciation for the
significant contributions made by employees at
all levels for their commitment, dedication and
contribution towards the operations of the
Company.

By Order of the Board

For One Point One Solutions Limited

SD/-

Akshay Chhabra

Chairman & Managing Director
DIN No.:00958197
Place: Navi Mumbai
Date: 12th August, 2026