FUSIONCX2026-11-132026-11-13FUSIONCX2026-11-13FUSIONCX2026-11-132026-11-13PartiesOfTheAgreementDomain1FUSIONCX2026-11-13PartiesOfTheAgreementDomain1FUSIONCX2026-11-132026-11-13PartiesOfTheAgreementDomain2FUSIONCX2026-11-13PartiesOfTheAgreementDomain2FUSIONCX2026-11-132026-11-13PartiesOfTheAgreementDomain3FUSIONCX2026-11-13PartiesOfTheAgreementDomain3FUSIONCX2026-11-132026-11-13PartiesOfTheAgreementDomain4FUSIONCX2026-11-13PartiesOfTheAgreementDomain4FUSIONCX2026-11-132026-11-13PartiesOfTheAgreementDomain5FUSIONCX2026-11-13PartiesOfTheAgreementDomain5FUSIONCX2026-11-132026-11-13PartiesOfTheAgreementDomain6FUSIONCX2026-11-13PartiesOfTheAgreementDomain6xbrli:pureiso4217:INRxbrli:sharesFUSIONCXFusion CX LimitedNewOthersShare Purchase Agreement by wholly owned subsidiaryExecution of agreementOthers,Third PartyFusion BPO Services Limited, a company incorporated in the United Kingdom and a wholly owned subsidiary of Fusion CX Limited (the “Company”), has on November 12, 2026 at 06:00 P.M. IST entered into a Share Purchase Agreement (“SPA”) with:
1. impacx Holding GmbH, a company having its registered office in Kleve, Germany (“Seller 1”); and
2. Mr. Bernhard Sack, a resident of Germany (“Seller 2”),
(Seller 1 and Seller 2 together, the “Sellers”).false2026-11-1218:00:00false2026-11-13Target entities (three German GmbHs, all registered in Kleve, Germany):
1. impacx solutions GmbH – share capital EUR 25,600 (2 shares of EUR 12,800).
2. tel-inform solutions GmbH– share capital EUR 25,000 (1 share).
3. impacx services GmbH– share capital EUR 160,000 (EUR 154,000 + EUR 6,000 shares).
Size, Turnover:
• FY 2025 (CY 2025): approx. €11.81 million (approx. US$ 13.1 million)trueImpact: On completion, the Target Companies will become wholly-owned subsidiaries of the Purchaser. Business continuity is supported through a performance-linked earn-out based on EBITDA for 2026, the continuation of Mr. Bernhard Sack as managing director under a transition agreement and an asset purchase agreement under which inventories and intangible assets of impacx Holding GmbH are to be transferred to impacx services GmbH. The business of the Target Companies is within the main line of business of the Company.6impacx Holding GmbHParty entering into the agreement100falseMr. Bernhard SackParty entering into the agreement0falseFusion BPO Services LimitedCounterparties to the agreement0falseimpacx solutions GmbHCounterparties to the agreement0falsetel-inform solutions GmbHCounterparties to the agreement0falseimpacx services GmbHCounterparties to the agreement0falsetrue2026-11-12AcquisitionObjects: Acquisition of 100% of an established German call-centre/BPO group serving few blue-chip clients to expand the Purchaser's service and client base in Germany/Europe.
Impact: On completion, the Target Companies will become wholly-owned subsidiaries of the Purchaser. Business continuity is supported through a performance-linked earn-out based on EBITDA for 2026, the continuation of Mr. Bernhard Sack as managing director under a transition agreement and an asset purchase agreement under which inventories and intangible assets of impacx Holding GmbH are to be transferred to impacx services GmbH. The business of the Target Companies is within the main line of business of the Company.
Consideration
Upfront Cash consideration. Fix Purchase Price = Base Amount of EUR 2,000,000.
Payable at Closing: Base Amount of EUR 2,000,000 (EUR 1,987,000 to Seller 1 and EUR 13,000 to Seller 2), together with an Escrow Amount of EUR 500,000 paid to the acting notary as escrow agent as security for the Earn-Out and any Fix Purchase Price Adjustment. The Fix Purchase Price Adjustment is settled within 14 Business Days after the Effective Date Calculations become final (the Purchaser may set off against the Earn Out).
Variable Earn-Out: EUR 6.66667 for each EUR by which EBITDA 2026 exceeds EUR 538,000, Earn Out would amount to EUR 1,000,000 (capped at EUR 1,200,000) (reached at EBITDA 2026 of approx. EUR 6,88,000). EBITDA covers the Companies and, for 1 Jan–31 Oct 2026, Seller 1. Payable 67.5% within 30 Business Days after the financial statements 2026 become final and 32.5% on 31 March 2028.trueEquity210600NO