Liqvd plans Rs 9.0002 crore IPO payment for final AdLift stake

Liqvd Digital India Limited plans to use Rs 9.0002 crore of initial public offering, or IPO, net proceeds to acquire AdLift Marketing Private Limited’s remaining 23.21% stake in Fiscal 2027. Liqvd already acquired 76.79% through three tranches completed in 2025, and the final payment would make AdLift a wholly owned subsidiary.

What is Liqvd using IPO funds for in the final AdLift stake payment?

Liqvd has earmarked Rs 9.0002 crore from net proceeds for Tranche 4, the purchase of AdLift’s remaining 23.21% equity holding. Net proceeds are the funds remaining from the fresh issue after offer-related expenses; the offer for sale does not provide proceeds to Liqvd. The proposed fresh issue is estimated at Rs 34.1388 crore before expenses.

Liqvd has scheduled the entire Rs 9.0002 crore AdLift payment for Fiscal 2027. Its three identified uses of net proceeds total Rs 26.6254 crore, while allocations for unidentified acquisitions and general corporate purposes remain to be finalised after determination of the offer price.

Liqvd’s board approved the funding requirements on August 17, 2026, based on its business plan and internal management estimates. The requirements have not been appraised by a bank or financial institution, and Liqvd proposes to meet any funding shortfall from internal accruals. Actual deployment may be accelerated, deferred or revised according to offer completion, market conditions, economic trends and business requirements, subject to applicable law.

How did Liqvd acquire its 76.79% AdLift holding in 2025?

Liqvd acquired its 76.79% AdLift holding through three tranches between April 3, 2025 and September 30, 2025. A share purchase agreement dated March 19, 2025, amended on September 15, 2025, provides for Liqvd to acquire 100% of AdLift for aggregate consideration of Rs 34 crore through cash and Liqvd equity shares.

Tranche 1 included Rs 12 crore in cash and Liqvd shares valued at Rs 3 crore. Tranche 2 was paid in cash, while Tranche 3 involved the issue of 941,177 Liqvd equity shares at Rs 85 per share after the effect of a share split and bonus issue. AdLift had 100,000 issued, subscribed and paid-up equity shares of Rs 1 each as of the red herring prospectus date.

Liqvd held 76,787 AdLift shares, while two Liqvd nominees held one share each, producing the disclosed 76.79% holding. The prospectus says tranche valuations differed because the transactions occurred over eight to 12 months and reflected AdLift’s evolving performance. The cited Rs 38.76 crore to Rs 38.78 crore valuation applies only to Tranches 2, 3 and 4 and is not comparable with the Rs 34 crore consideration across all four tranches.

What would full AdLift ownership add to Liqvd?

Liqvd says full ownership would combine AdLift’s search engine optimization, or SEO, content marketing and performance-marketing services with Liqvd’s paid-media capabilities. Liqvd describes this as a full-funnel offering, and also cites AdLift’s delivery centres in India, client-acquisition hubs in India and the United States, and its Tessteract artificial-intelligence search-visibility tracker.

AdLift’s consolidated revenue from operations increased from Rs 30.8507 crore in Fiscal 2024 to Rs 38.0328 crore in Fiscal 2026. However, earnings before interest, tax, depreciation and amortization, or EBITDA, and profit after tax, or PAT, both declined in Fiscal 2026 from Fiscal 2025, alongside lower reported margins.

Fiscal 2026 revenue was Rs 0.642 crore above Fiscal 2025, while EBITDA declined by Rs 1.4216 crore and PAT declined by Rs 2.5143 crore. Liqvd cites cross-selling opportunities across the combined customer base in banking, financial services and insurance, retail, software as a service and healthcare. The prospectus states that its unaudited pro forma consolidated financial information is illustrative and may not accurately reflect future financial condition or results.

What could change the timing of Liqvd’s final AdLift stake purchase?

Liqvd says the Fiscal 2027 schedule for the Rs 9.0002 crore payment is an estimate rather than a fixed payment date. Actual use of net proceeds depends on the timing of the offer’s completion, market conditions, the board’s analysis of economic trends and Liqvd’s operating requirements. If deployment is not completed in a scheduled fiscal year, Liqvd may use the amount in the following fiscal year in accordance with applicable law.

The acquisition also remains subject to the March 2025 share purchase agreement and its September 2025 amendment. Liqvd identifies a risk that it may face difficulties completing the additional-stake purchase under those terms, which could affect its future plans and prospects. After Tranche 4, Liqvd says AdLift would become its wholly owned subsidiary.

Conclusion

Liqvd’s planned Rs 9.0002 crore IPO allocation is the final funding step in a four-tranche Rs 34 crore acquisition of AdLift. The ownership structure reflects a staged transaction: 76.79% was acquired in 2025, while the remaining 23.21% is scheduled to be acquired from fresh-issue net proceeds in Fiscal 2027.

The next disclosed development is the deployment of proceeds for Tranche 4 under the share purchase agreement. Liqvd may alter the timing or allocation of net proceeds in response to offer completion, market conditions and business requirements; the same Fiscal 2027 to Fiscal 2028 deployment plan also includes Rs 10.5852 crore for a Full Scale Video Content Production Hub.