one point one solutions ltd Directors report

Dear Members,

The Board of Directors of your Company take great pleasure in presenting the 15th 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 2023. 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 2022-23 is summarised below:

(Amount in Lakhs of Indian Rupees)

Particulars	Consolidated		Standalone
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from operations	14,025.47	13,168.74	14,025.47	13,168.74
Other Income	398.51	701.08	394.38	696.34
Total Revenue	14,423.98	13,869.82	14,419.86	13,865.07
Operating Expenses	10,712.46	10,348.99	10707.56	10,344.40
Earnings before Interest, Tax, Depreciation & Amortization (EBITDA)	3,711.52	3,520.83	3,712.30	3,520.67
Depreciation and Amortization	1,911.48	2,219.78	1,908.43	2,193.27
Financial Charges	517.88	763.11	517.73	762.97
Earnings before Tax and exceptional item	1,282.16	537.94	1,286.14	564.43
Extra-Ordinary Item	0	0	0	0
Earnings before Tax (EBT)	1,282.16	537.94	1,286.14	564.43
Tax Expenses :
Current Tax: Provision for Income Tax	0	0	0	0
MAT Credit Entitlement	0	0	0	0
Deferred Tax Liability (Assets)	359.83	194.98	366.46	197.03
Short Provisions Adjustments: Earlier Years (Net)	43.37	1.57	43.37	1.57
Profit After Tax	878.96	341.38	876.31	365.83

RESULT FROM OPERATIONS:

The Consolidated revenue from operations have increased from Rs. 13,168.74 lakh to Rs. 14,025.47 lakh, an increase of Rs. 856.73 lakh (6.51%) over the previous financial year. The consolidated Profit after tax have increased from Rs. 341.38 lakh to Rs. 878.96 lakh.

The Standalone revenue from operations have increased from Rs. 13,168.74 lakh to Rs. 14,025.47 lakh, an increase of Rs. 856.73 lakh (6.51%) over the previous financial year. The Standalone Profit after tax (PAT) have increased from Rs.365.83 lakh to Rs.876.31 lakh. A detailed analysis of the consolidated results forms part of the Management Discussion Analysis Report provided separately as a part of Annual Report.

DIVIDEND:

The Board of Directors does not recommend any Dividend for the Financial Year 2022-23.

INCREASE IN AUTHORISED SHARE CAPITAL:

The Company has not increased its Authorised Share capital during the financial year 2022-23.

INCREASE IN SHARE CAPITAL:

Pursuant to the approval received from the Board of Directors of the Company vide its Board resolution dated 9th March 2023 and approval received from the Shareholders of the Company vide its resolution dated 9th April 2023 the Company has allotted 73,78,911 (Seventy-three Lakh Seventy-eight Thousand Nine Hundred Eleven) equity shares on preferential allotment basis having face value of Rs.2/- each (Rupees Two Only) at a premium of Rs. 14.47 (Rupees Fourteen - Forty Seven Paise) by way of circular resolution passed by Board of directors on 20th April 2023.

Pursuant to aforesaid allotment of Equity shares, the Paid up Share Capital of the Company was increased from Rs. 37,61,19,018 (Rupees Thirty Seven Crore Sixty One Lakh Nineteen Thousand Eighteen only) consisting of 18,80,59,509 (Eighteen Core Eighty Lakh Fifty-nine Thousand Five Hundred Nine) Equity Shares of Rs.2/- (Rupees Two) each to Rs. 39,08,76,840 (Rupees Thirty Nine Crore Eight Lakh Seventy Six Thousand Eight Hundred Forty only) consisting of 19,54,38,420 (Nineteen Core Fifty Four Lakh Thirty-eight Thousand Four Hundred Twenty) Equity Shares of Rs.2/- (Rupees Two) each

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. 876.31lakh to the Reserves.

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 on the website of the Company https://www.1point1.com.

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. Vinod Kumar Jain & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company. The Auditors Report to the Members on the Accounts of the Company for the year ended 31stMarch, 2023 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. Vinod Kumar Jain & Co., Chartered Accountants, bearing Firm Registration Number: 111513W, 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, 2023, is Rs. 10.30 lakhs.

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.

CHANGE IN DIRECTORS AND COMMITTEE MEMBERS:

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

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:

Your Company has put in place a Familiarisation Programme for Independent Directors to familiarize them with their roles, rights, responsibilities, nature of the Industry, Companys strategy, business plan, operations, markets, products, etc. The details of the Companys Familiarisation Programme is available on the Companys website http://www.1point1.com.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) and other applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

MEETINGS OF THE BOARD:

During the year, 6 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, 2023, 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, 2023 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. proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively.

SECRETARIAL AUDITOR:

The Board has appointed M/s. MMJB and Associates LLP, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. 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 Companys 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 Companys 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 arms 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 arms length basis. During the year, the Company had not entered into any 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:

The Company has not granted any loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, during the financial year ended 31st March, 2023. The Company has not accepted any deposits during the financial year 2022-23.

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 companys 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 Managements Discussion and Analysis, which forms part of this Report.

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 requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and Rules made thereunder, your company has constituted an Internal Complaints Committees (ICC) and during the year, no cases were reported to the ICC.

HUMAN RESOURCES (HR):

The Companys HR policies and procedures 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.

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 shares (including sweat equity shares) to employees of the Company under any scheme;

• 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 Companys 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

Akshay Chhabra

Chairman & Managing Director

DIN No.:00958197

Place: Navi Mumbai

Date: 24 August 2023