Dear Members,
Your Directors are pleased to present the 19th Annual Report together with the Audited Financial Statements of your Company for the year ended 31st March, 2026.
1. FINANCIAL PERFORMANCE
The Financial performance of the Company for the year ended 31st March, 2026 is summarized below:
(Rs. In Lakhs)
| Particulars | Standalone Current Year 2025-26 | Standalone Previous year 2024-25 | Consolidated Current Year 2025-26 | Consolidated Previous year 2024-25 |
| Revenue from Operations | 217 | - | 911.46 | 1,128.31 |
| Other Income | 462.61 | 571.77 | 2140.09 | 2,050.10 |
| Total | 679.61 | 571.77 | 3051.55 | 3,178.42 |
| Expenditure | ||||
| Purchase of stock in trade | - | - | - | - |
| Changes in Inventories of Finished Goods, Work-in-Progress & Stock in Trade | - | - | - | 2,938.80 |
| Employee Benefit Expenses | 190.23 | 178.80 | 394.91 | 437.11 |
| Depreciation & Amortization expenses | 148.35 | 0.14 | 310.82 | 193.21 |
| Finance costs | 0.48 | 0.26 | 72.69 | 61.55 |
| Other Expenses | 125.56 | 318.64 | 1650.61 | 1,545.01 |
| Total | 464.62 | 497.84 | 2429.02 | 5,175.69 |
| Profit / (Loss) from ordinary activities before exceptional items | 214.99 | 73.94 | 622.52 | (1,997.27) |
| Exceptional items | - | - | - | (1,742.57) |
| Profit / (Loss) from ordinary activities before tax | 214.99 | 73.94 | 622.52 | (254.70) |
| Tax Expense | ||||
| Current Year Tax | 5.29 | 20.51 | 70.47 | 183.91 |
| Deferred Tax Credit | 1.55 | 2.50 | 1.55 | 49.20 |
| Earlier year | - | - | - | - |
| Profit/Loss for the period | 208.16 | 50.93 | 550.50 | (487.81) |
| Add: Share of Profit/(Loss) of associates (net) | - | - | (3.12) | - |
| Profit/Loss for the period | 208.16 | 50.93 | 547.38 | (487.81) |
| Other Comprehensive income for the year | 2.95 | (0.22) | 2.60 | (0.22) |
| Total Comprehensive income for the year | 211.11 | 50.71 | 549.99 | (488.03) |
| Basic and Diluted Earnings per equity share (Rs.) | 1.35 | 0.38 | 3.58 | (3.65) |
COMPANYS PERFORMANCE
Standalone
The standalone revenue in FY 2025-26 stood at Rs. 679.61 Lakhs. Total expenses for the year stood at Rs. 464.62 Lakhs. The profit stood at Rs. 214.99 Lakhs and net profit after tax for the year came in at Rs. 208.16 Lakhs.
Consolidated
The consolidated revenue for the year stood at Rs. 3,051.55 Lakhs. Total expenses for the year stood at Rs. 2429.02 Lakhs. The profit before taxation (PBT) stood at Rs. 622.52 Lakhs.
There has been no change in the nature of business of the Company during the year under review. A detailed note on the Companys operational and financial performance is given in Management Discussion and Analysis (MDA) Report which is annexed to the Directors Report. The MDA report has been prepared in compliance with the terms of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
FINANCIAL STATEMENTS
This Statement of Standalone and Consolidated Financial Results have been prepared in accordance with Indian Accounting standards (Ind AS) prescribed under Section 133 of the Companies Act 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, Companies (Indian Accounting standards) (Amendment) Rules, 2016 and other accounting principles generally accepted in India.
2. SHARE CAPITAL
During the financial year 2025-26 the some of the Changes which happened and resulted into increase of Paid up Share capital. The paid-up Equity Share Capital of the Company as on March 31, 2026 stood at Rs. 37.36 Crores.
Rights Issue:
During the financial year under review, the Company successfully completed a Rights Issue of 2,40,00,000 Equity Shares of face value of 10/- each at an issue price of 15/- per Equity Share, including a premium of 5/- per Equity Share.
The Rights Issue aggregated to 36.00 Crores and was fully subscribed. The Equity Shares issued pursuant to the Rights Issue were fully paid-up.
Prior to the Rights Issue, the paid-up equity share capital of the Company stood at 13.36 Crores, comprising 1,33,60,000 Equity Shares of 10/- each. Consequently upon the allotment of 2,40,00,000 Equity Shares pursuant to the Rights Issue, the paid-up equity share capital of the Company increased by 24.00 Crores.
Accordingly, as on 31st March, 2026, the paid-up equity share capital of the Company stood at 37.36 Crores, comprising 3,73,60,000 Equity Shares of 10/- each.
The Rights Issue was undertaken and completed in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws and regulations.
The proceeds of the Rights Issue have been/are being utilised towards the objects specified in the relevant offer documents and in accordance with the applicable regulatory requirements. The details of utilisation of the Issue proceeds are disclosed in the financial statements and elsewhere in this Annual Report, as applicable.
3. DIVIDEND
Based on the Companys performance for the financial year ended 31st March 2026, the Board of Directors, at its meeting held on 30th May 2026, has recommended for the approval of the members a final dividend of ?0.01 (Rupees One Paisa only i.e., 0.10% of face value of Re. 10/- each) per equity share on fully paid-up equity shares. Accordingly, the total amount of final dividend recommended by the Board is ?3,73,600/- (Rupees Three Lakh Seventy-Three Thousand Six Hundred only) on 37,360,000 fully paid-up equity shares to the eligible shareholders of the Company as on the Record Date, i.e., 22nd September 2026. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.
The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on 22nd September, 2026. The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after 1st April, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the final dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 19th (Nineteenth) Annual General Meeting of the Company, forming a part of this Annual Report.
4. TRANSFER TO RESERVES
Your Company does not propose to transfer any amount to the General Reserve.
5. PUBLIC DEPOSITS
During the financial year 2025-26, your Company has not accepted any deposit within the meaning of Sections 73 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report. The Management Discussion and Analysis forms an integral part of this Report.
7. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"), the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Chairman & Chief Financial Officer (CFO) confirming compliance by all the Board Members and Senior Management Personnel with Companys Code of Conduct are made a part of the Annual Report.
8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
BOARDS COMPOSITION AND INDEPENDENCE
As on date, the Board is comprised of Two Executive Directors, one Non-Executive Non-Independent Directors and Four Non-Executive Independent Directors.
DECLARATION OF INDEPENDENCE
The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, 8 (Eight) Board meetings were held. Detailed information is given in the Corporate Governance Report.
RETIREMENT BY ROTATION
Mr. Pandoo Naig (DIN: 00158221), Executive Director, retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.
APPOINTMENT & RESIGNATION DURING THE YEAR
i. Mr. Nitesh Singh (DIN: 08707310) was appointed as a Non-Executive
Independent Director of the Company for a term of one (1) year with effect from 29th
March, 2025. Thereafter, based on the recommendation of the Nomination and Remuneration
Committee and the approval of the Board of Directors, the Members of the Company approved
his re-appointment as a Non-Executive Independent Director for a further term of five (5)
consecutive years with effect from 29th March, 2026.
ii. Ms. Ranu Jain (DIN: 11012104) was appointed as a Non-Executive Independent Director of
the Company for a term of one (1) year with effect from 29th March, 2025. Thereafter,
based on the recommendation of the Nomination and Remuneration Committee and the approval
of the Board of Directors, the Members of the Company approved her re-appointment as a
Non-Executive Independent Director for a further term of five (5) consecutive years with
effect from 29th March, 2026.
iii. Mr. Abhay Kumar Sethia (DIN: 09721583) was appointed as a Non-Executive Independent
Director of the Company for a term of one (1) year with effect from 13th January, 2025.
Thereafter, based on the recommendation of the Nomination and Remuneration Committee and
the approval of the Board of Directors, the Members of the Company approved his
re-appointment as a Non-Executive Independent Director for a further term of five (5)
consecutive years with effect from 13th January, 2026.
iv. Mr. Pandoo Naig resigned from the post of CFO on 20th January, 2026.
v. Mr. Satish Kumar was appointed as the CFO of the Company on 03rd February 2026.
vi. Mr. Pandoo Naig was appointed as the CEO of the Company on 01st June 2026.
vii. Mr. Satish Kumar resigned from the post of CFO on 20th June 2026.
viii. Mrs. Kajal Shethia resigned as Company Secretary and Compliance
Officer of the Company on 24th June, 2025
ix. Mr. Rohit Gupta was appointed as the Company Secretary & Compliance Officer of the
Company on 07th August 2025
(Note:
i. Mr. Pandoo Naig was appointed as the CEO of the Company on 01st June 2026.
ii. Mr. Satish Kumar resigned from the post of CFO on 20th June 2026.)
COMMITTEES OF THE BOARD
The Companys Board has the following committees:
Details of Committee membership, terms of reference of the Committees and attendance at meetings of the Committees are provided in the Corporate Governance report.
9. ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS
Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm:
a) that the applicable accounting standards have been followed in the
preparation of the annual accounts and that there are no material departures;
b) that such accounting policies have been selected and applied consistently and judgments
and estimates made are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at March 31, 2026 and of the profit/loss of the Company
for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act to safeguard the assets of
the Company and to prevent and detect fraud and other irregularities;
d) that the directors had prepared the annual accounts on a going concern basis; and
11. SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards.
12. SUBSIDIARIES & Associate and Joint Venture Companies
As on 31st March, 2026, the Company had Eight Subsidiaries and one Associate namely:
NAME OF THE COMPANIES WHICH HAVE BECAME / CEASED TO BE SUBSIDIARIES / ASSOCIATES OR JOINT VENTURES DURING THE YEAR
*None of the Companies ceased to be Subsidiaries / Associates or Joint Ventures during the year.
The summary of the key financials of the Companys subsidiaries in Form AOC-1 is included in this Annual Report as Annexure-[1] to the boards report. Salient features of financial statements of all subsidiaries of your Company is attached to the Accounts which forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.
Any member desirous of obtaining a soft copy of the aforesaid financial statements may write to the Company Secretary at cs@onelifecapital.in. The financial statements including the Consolidated Financial Statements, financial statements of each Subsidiary have been uploaded on the website of the Company i.e. www.onelifecapital.in.
13. STATUTORY DISCLOSURES
The financial statements of each subsidiary companies is kept for inspection by any member of the Company at its Registered Office during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. You may write to the Company Secretary on cs@onelifecapital.in and also the same are placed on the Companys website www.onelifecapital.in.
14. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no other material changes and commitments 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.
15. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in "Annexure [2]" to this Report and is available on the website of your Company i.e. www.onelifecapital.in. A physical copy of the same will be made available to any shareholder on request.
The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.
16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.
17. LISTING OF EQUITY SHARES
Pursuant to the provisions of Listing Agreement with the Stock Exchanges, the Company declares that the Equity Shares of the Company are listed at the BSE Limited and NSE Limited.
The Company confirms that it has paid Annual Listing Fees due to stock exchanges up to the Financial Year - 2025-26.
18. AUDITORS AND AUDITORS REPORT
iii) STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Rafik & Associates, Chartered Accountants (Firm Registration No. 146573W), were appointed as the Statutory Auditors of the Company at the Annual General Meeting held in 2025 to hold office for a term of five consecutive years, from the conclusion of the said AGM until the conclusion of the Annual General Meeting of the Company to be held in the year 2030, to conduct the statutory audit of the Company for the financial years 2025-26 to 2029-30, subject to the provisions of the Companies Act, 2013.
The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under the Companies Act, 2013 and that they are independent in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India.
The Statutory Auditors Report on the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer. The Notes forming part of the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments by the Board.
iv) COST AUDITORS
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the Company for the FY 2025-26.
v) SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Ajay Kumar & Co., Practicing Company Secretaries (Membership No. 3399 and Certificate of Practice No. 2944), a Peer Reviewed Firm (Peer Review Certificate No. 7693/2026), continue to act as the Secretarial Auditors of the Company for a term of five consecutive financial years, i.e., from FY 2025-26 to FY 2029-30, pursuant to the approval of the Members at the Annual General Meeting held in 2025.
In compliance with the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit of the Company for the financial year ended March 31, 2026, has been carried out by M/s. Ajay Kumar & Co., Practicing Company Secretaries. Further, the Secretarial Audit of the Companys Unlisted Material Subsidiary, Dealmoney Commodities Private Limited, has also been conducted in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
The Secretarial Audit Report of the Company in Form MR-3 is annexed to this Boards Report as Annexure-[3], and the Secretarial Audit Report of the Unlisted Material Subsidiary, Dealmoney Commodities Private Limited, is annexed as Annexure-[4].
19. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website at www.onelifecapital.in.
20. CYBER SECURITY INCIDENT
During the Financial Year 2025-26, the Company detected a malware/cyber security incident affecting certain information technology systems of the Company on 30th January, 2026.
Upon detection of the incident, the Company took immediate steps to assess and contain the incident and initiated appropriate measures to mitigate any potential impact. The Company also undertook necessary remedial and preventive measures in relation to its information technology systems and cyber security controls.
The incident was duly intimated to the Stock Exchanges pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III thereof.
The Company continues to monitor its information technology systems and strengthen its cyber security framework and controls to enhance the security and resilience of its systems against potential cyber threats.
21. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered during the financial year were on an arms length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations.
Details with respect to transactions with related parties entered into by the Company during the year under review are disclosed in the accompanying financial results and the details pursuant to clause (h) of Section 134(3) of act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure-[5]" in the form AOC-2.
Further, details of related party transactions are presented in Note No. 39 of notes to consolidated financial statements of the Company.
22. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Information regarding loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are mentioned in detail in the Financial Statements.
23. RISK MANAGEMENT POLICY
Information on the development and implementation of a Risk Management Policy of the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company, is given in the Corporate Governance Report.
There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.
24. VIGIL MECHANISM POLICY
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy & Vigil Mechanism which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulation, 2015. The policy provides for a framework and process whereby concerns can be raised by its directors and employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the Whistle Blower Policy & Vigil Mechanism of your Company have been outlined in the Corporate Governance Report which forms part of this report.
25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at the work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.
Summary of sexual harassment issues raised attended and dispensed during financial year 2026:
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company being engaged in the Advisory Services does not have any energy utilization or technology absorption.
During the year under review, there are no foreign exchange earnings and outgo.
27. INTERNAL CONTROL SYSTEM
The Board ensures the effectiveness of the Companys system of internal controls including financial, operational and compliance control and risk management controls and the same is subject to review periodically by the Board of Directors and M/s. G.S. Toshniwal & Associates, Chartered accountants for its effectiveness. The control measures adopted by the company have been found to be effective and adequate to the Companys requirement.
28. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to the Company.
29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Government of India, after the completion of seven years. Further, in accordance with the IEPF Rules, the shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
30. CAUTIONARY STATEMENT
Certain statements in the Directors Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys operations include labour and material availability, and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.
31. ACKNOWLEDGEMENT
Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.
Registered Office: |
| Regd. Off: Plot No. A356, Road No. 26, Wagle Industrial Estate, MIDC, Thane (West) - 400604, Maharashtra |
| For and on behalf of the Board |
| ONELIFE CAPITAL ADVISORS LIMITED |
| CIN: L74140MH2007PLC173660 |
| E-mail: cs@onelifecapital.in |
| Website: www.onelifecapital.in |
| Tel no.: 022-25833206 |
| Sd/- |
| Prabhakara Naig |
| Whole Time Director |
| DIN: 00716975 |
| Place: Thane |
| Date: 02nd September 2026 |
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