Onelife Capital Advisors Ltd

Issue Overview

• Right issue of equity shares.
• Total size: 36 Cr; net proceeds details not separately disclosed.
• Main objectives: fund margin money for the subsidiary and general corporate purposes.

Utilisation of Proceeds

• Utilisation aligned with disclosures; no deviations observed.
• Object 1: Margin money funding for Dealmoney Commodities Pvt Ltd; fully utilized.
• Object 2: General Corporate Purpose; fully utilized.
• Object 3: Issue Related Expenses; fully utilized.
• Total unutilised funds: nil.

GCP

• Total GCP allocation: 3.84 Cr.
• Business Advances: 1.50 Cr.
• Investment in Dealmoney Real Estate Private Limited: 1.50 Cr.
• Salary Disbursement: 0.48 Cr.
• Interest on loan: 0.17 Cr.
• Duties and Taxes: 0.13 Cr.
• Exchange Annual Fees: 0.06 Cr.
• Board approval evidenced by board minutes dated March 27, 2026.

Governance and Compliance

• Approvals: No government/statutory approvals required for objects.
• Material events: None observed affecting viability.
• Other information: No material information evident.

Financial results and audit status

• Unaudited Standalone and Consolidated Q1 2026 results approved.
• Standalone Q1 2026 revenue from operations Rs 250.00 lakh.
• Consolidated Q1 2026 revenue from operations Rs 719.95 lakh.
• Limited Review Report submitted with the results.
• Auditors' Emphasis of Matter notes asset acquisition, rights issue deployment, and subsidiary investment.
• Board comments on monitoring findings approved; report to stock exchanges within 45 days.

Rights issue, asset transactions, and investments

• Remaining 25% of rights issue proceeds fully utilized in quarter.
• Acquired fixed assets from subsidiary for Rs 2.3679 crore; total invoice ~Rs 2.794 crore.
• Invested Rs 1,50,29,700 in Dealmoney Real Estate; stake now 1,42,100 shares.
• Investment classified as non-current in subsidiary investments.
• Final dividend proposed: 0.1% (Rs 0.01 per share) for FY ended 31 Mar 2026, subject to AGM.
• ESOP Plan 2026 approved for up to 18.68 lakh options.
• Postal ballot approved on 13 Jul 2026; no grants as of 30 Jun 2026.
• Pricing formula to be determined by Compensation Committee; no expense recognized yet.
• Share of profit from associate Continental Controls Limited: Rs 11.95 lakh.
• Consolidated Q1 2026: revenue Rs 719.95 lakh; PAT to owners Rs 371.87 lakh; EPS Rs 1.01.

Governance and regulatory compliance

• Monitoring Agency Report for quarter ended 30 Jun 2026 reviewed; management comments discussed.
• Compliance with SEBI LODR Regulation 32; Audit Committee oversight noted.
• Board to file the monitoring report with Exchanges within 45 days from quarter end.

Meeting Details

• Date: 13 August 2026; Time: not disclosed; Location: video conferencing/AV means.

Key Agenda Items

• Unaudited standalone and consolidated financial results with Limited Review Report for Q1 ended 30 June 2026.
• To transact other incidental and ancillary matters as may be decided by the board.

Other Notes

• Trading window for dealing in the company's securities remains closed until 48 hours after Q1 FY2026 results.

Dematerialisation/rematerialisation status

• All dematerialisation requests fulfilled; details furnished to all stock exchanges.
• No rematerialisation requests were received during the period.
• Physical certificates for dematerialisation were mutilated and cancelled; depositories named as registered owner within 15 days.
• Securities dematerialised during the period were listed on the stock exchanges.

Postal ballot purpose

• Approve ordinary and special resolutions including related-party transactions, ESOP plans, and CEO remuneration.

Item 1: RPT with Family Care Hospitals

• Item 1 (Ordinary): Related party with Family Care Hospitals for FY2026-27; 99.91% assent, 0.09% dissent.

Item 2: Dealmoney Commodities

• Item 2 (Ordinary): Related party with Dealmoney Commodities Private Limited for FY2026-27; 99.81% assent, 0.19% dissent.

Item 3: Dealmoney Realestate

• Item 3 (Ordinary): Related party with Dealmoney Realestate Private Limited for FY2026-27; 99.91% assent, 0.09% dissent.

Item 4: Oodnap Securities

• Item 4 (Ordinary): Related party with Oodnap Securities Limited for FY2026-27; 99.91% assent, 0.09% dissent.

Item 5: Pran Fertilisers & Pesticides

• Item 5 (Ordinary): Related party with Pran Fertilisers & Pesticides Private Limited for FY2026-27; 99.91% assent, 0.09% dissent.

Item 6: DP Engineering & Consulting

• Item 6 (Ordinary): Related party with DP Engineering & Consulting Private Limited for FY2026-27; 99.91% assent, 0.09% dissent.

Item 7: Continental Controls

• Item 7 (Ordinary): Related party with Continental Controls Limited for FY2026-27; 99.91% assent, 0.09% dissent.

Item 8: Transactions between subsidiaries

• Item 8 (Ordinary): Related party transactions between subsidiaries for FY2026-27; 99.91% assent, 0.09% dissent.

Item 9: Onelife ESOP Plan 2026

• Item 9 (Special): Approve Onelife ESOP Plan 2026; 99.82% assent, 0.18% dissent.

Item 10: ESOP extension to subsidiaries

• Item 10 (Special): Extend ESOP Plan 2026 to subsidiary/associate employees; 99.91% assent, 0.09% dissent.

Item 11: Appoint CEO Mr. Pandoo Naig

• Item 11 (Special): Appoint Mr. Pandoo Naig as CEO with revised remuneration; 99.91% assent, 0.09% dissent.

Resolutions and outcomes

• Ordinary: approve material RPT with Family Care Hospitals Limited for FY2026–27; 99.91% assent.
• Ordinary: approve material RPT with Dealmoney Commodities Private Limited for FY2026–27; 99.81% assent.
• Ordinary: approve material RPT with Dealmoney Realestate Private Limited for FY2026–27; 99.91% assent.
• Ordinary: approve material RPT with Oodnap Securities Limited for FY2026–27; 99.91% assent.
• Ordinary: approve material RPT with Pran Fertilisers & Pesticides Private Limited for FY2026–27; 99.91% assent.
• Ordinary: approve material RPT with DP Engineering & Consulting Private Limited for FY2026–27; 99.91% assent.
• Ordinary: approve material RPT with Continental Controls Limited for FY2026–27; 99.91% assent.
• Ordinary: approve related party transactions between subsidiaries for FY2026–27; 99.91% assent.
• Special: approve Onelife ESOP Plan 2026 and grant of options to eligible employees; 99.82% assent.
• Special: extension of Onelife ESOP Plan 2026 to eligible employees of subsidiaries/associate companies; 99.91% assent.
• Special: appointment of Mr. Pandoo Naig as CEO; remuneration revised; 99.91% assent.

Meeting Details

• Board meeting scheduled for 29 May 2026.
• Meeting to be held through video conferencing or other audio-visual means.

Key Agenda Items

• Approve audited standalone and consolidated financial results for quarter and year ended 31 March 2026.
• Consider auditor’s report on the audited financial results.
• Approve Onelife Capital Advisors Limited Employee Stock Option Plan 2026, subject to shareholder approval.

Other Notes

• Trading window remains closed until 48 hours after declaration of the financial results.