Nature of the Disclosure
This is a regulatory filing submitted to BSE Limited regarding a proposed rights issue of equity shares, in continuation of earlier announcements dated July 15, 2026, October 08, 2026, and October 12, 2026.
Key Quantitative Figures
- Issue Size: Up to 1,96,68,019 fully paid-up Equity Shares
- Face Value: ₹10 per share
- Issue Price: ₹10 per share (at par)
- Total Issue Amount: ₹19.66 Crores (₹1966.80 Lakhs)
- Ratio: 16 Rights Equity Shares for every 5 fully paid-up Equity Shares held
- Record Date: Wednesday, October 14, 2026
- Estimated Issue Expenses: ₹19.67 Lakhs (1% of issue size)
- Net Proceeds: ₹19.47 Crores (after deducting issue expenses)
Dates of Action
- Rights Issue Committee Meeting: October 08, 2026 (approved Letter of Offer)
- Letter of Offer Date: October 08, 2026
- Last Date for Credit of Rights Entitlements: Monday, October 19, 2026
- Issue Opening Date: Friday, October 23, 2026
- Last Date for On-Market Renunciation: Monday, October 26, 2026
- Issue Closing Date: Friday, October 30, 2026
- Finalization of Basis of Allotment: Monday, November 2, 2026
- Date of Allotment: Monday, November 2, 2026
- Date of Credit of Rights Equity Shares: Tuesday, November 3, 2026
- Date of Listing: Wednesday, November 4, 2026
Parties Involved
- Registrar to the Issue: Purva Sharegistry (India) Private Limited
- Banker to the Issue: ICICI Bank Limited
- Monitoring Agency: Acuité Ratings and Research Limited
- Statutory Auditor: Rafik & Associates
- Designated Stock Exchange: BSE Limited
Purpose/Rationale
The net proceeds from the issue are proposed to be utilized for:
1. Purchase/Enhancement/Product Development of Software (including Annual Maintenance Charges for 3 years) and IT Infrastructure: ₹15.60 Crores (₹1559.97 Lakhs)
- Software purchase from Nano Kernel Limited: ₹7.80 Crores
- Data Centre Hardware & Software from Dhanyaayai Enterprise Private Limited: ₹7.80 Crores
2. General Corporate Purposes: ₹3.87 Crores (not exceeding 25% of gross proceeds)
The company intends to enter the digital retail enablement and commerce infrastructure sector by acquiring "Ready Shopping" and "Ready Pharmacy" commercial license from its promoter, Onelife Capital Advisors Limited, pursuant to a Software Licensing, Joint Intellectual Property, and Business Support Agreement dated July 15, 2026.
Financial/Operational Impact
- Pre-Issue Paid-up Capital: 61,46,256 Equity Shares of ₹10 each (₹6.15 Crores)
- Post-Issue Paid-up Capital (assuming full subscription): 2,58,14,275 Equity Shares of ₹10 each (₹25.81 Crores)
- Securities Premium Account: ₹43.13 Lakhs (unchanged by the issue as it is at par)
- The issue will result in dilution for non-participating shareholders
Capital Structure Impact
The rights issue will increase the paid-up capital from ₹6.15 Crores to ₹25.81 Crores (assuming full subscription). The equity shares issued will rank pari passu with existing shares.
Cash Flow Implications
- Inflow: ₹19.66 Crores (gross issue proceeds)
- Outflow: ₹19.67 Lakhs (issue expenses)
- Net Inflow: ₹19.47 Crores
Forward-looking Guidance
No explicit forward-looking guidance or management commentary is provided in the disclosure beyond the stated objects of the issue.
Material Changes Compared to Previous Disclosures
This is a continuation of earlier announcements and provides the final terms of the rights issue as approved by the Rights Issue Committee.
Risk Factors Disclosed
The document includes extensive risk factors covering:
- Internal risks (non-operational status, implementation risks, dependence on key personnel)
- External risks (regulatory changes, economic conditions)
- Equity-specific risks (price volatility, dilution, trading restrictions)
Legal and Regulatory Matters
The company discloses various legal proceedings involving the company, its promoters, and directors, including SEBI actions and pending litigation. The company confirms that neither it, its promoters, nor directors are classified as wilful defaulters or fraudulent borrowers.