Fusion CX Limited

Execution of Share Purchase Agreement for Acquisition of German BPO Companies

Main Body:

Fusion BPO Services Limited, a UK-based wholly owned subsidiary of Fusion CX Limited, executed a Share Purchase Agreement (SPA) on November 12, 2026, at 06:00 P.M. IST. The agreement was made with impacx Holding GmbH (Seller 1) and Mr. Bernhard Sack (Seller 2) for the acquisition of 100% of the share capital of three German companies: impacx solutions GmbH, tel-inform solutions GmbH, and impacx services GmbH.

Financial Details:

The total consideration consists of a fixed base amount and a variable earn-out:

  • Fixed Purchase Price (Base Amount): EUR 2,000,000
  • Payable at closing: EUR 1,987,000 to Seller 1 and EUR 13,000 to Seller 2
  • An additional Escrow Amount of EUR 500,000 is paid to a notary as security
  • Variable Earn-Out: Capped at a maximum of EUR 1,200,000
  • Calculation: EUR 6.66667 for each EUR by which EBITDA 2026 exceeds EUR 538,000
  • The maximum earn-out of EUR 1,200,000 is reached at an EBITDA 2026 of approximately EUR 688,000
  • Payment schedule: 67.5% payable within 30 business days after 2026 financial statements become final; 32.5% payable on March 31, 2028

Target Company Details:

  • impacx solutions GmbH: Share capital of EUR 25,600 (2 shares of EUR 12,800 each)
  • tel-inform solutions GmbH: Share capital of EUR 25,000 (1 share)
  • impacx services GmbH: Share capital of EUR 160,000 (2 shares of EUR 154,000 and EUR 6,000)
  • Combined aggregate nominal share value: EUR 210,600

Historical Financials (Target Companies):

  • FY 2023 Turnover: €10.76 million (approx. US$ 12.02 million / ₹114.35 crore)
  • FY 2024 Turnover: €11.20 million (approx. US$ 12.51 million / ₹119.03 crore)
  • FY 2025 Turnover: €11.81 million (approx. US$ 13.19 million / ₹125.48 crore)

Strategic Rationale:

The acquisition aims to expand Fusion CX's service and client base in Germany/Europe by acquiring an established German call-center/BPO group serving blue-chip clients. The business is within Fusion CX's main line of business. Post-acquisition, business continuity is supported through a performance-linked earn-out, the continuation of Mr. Bernhard Sack as managing director under a transition agreement, and an asset purchase agreement for transferring inventories and intangible assets from impacx Holding GmbH to impacx services GmbH.

Approvals and Timeline:

No governmental or regulatory approvals are required for this acquisition. The transaction is not a related party transaction. Completion is subject to conditions precedent in the SPA and is indicatively expected on or before November 30, 2026 (the long stop date). Upon completion, the target companies will become wholly owned step-down subsidiaries of Fusion CX Limited.

Other Key Announcements:

This disclosure does not contain any other material announcements unrelated to the acquisition.