Onelife Capital names Pandoo Naig CEO; ESOP, rights issue

Key board decisions at a glance

Onelife Capital Advisors Limited disclosed a set of corporate actions spanning leadership, shareholder payouts, equity-linked employee incentives, and governance approvals. The board appointed Mr. Pandoo Naig as Chief Executive Officer with effect from June 1, 2026. It also recommended a final dividend of ₹0.01 per share. Alongside these, the company approved the launch of an employee stock option plan and outlined a shareholder voting process for it. Separately, Onelife Capital Advisors reported its audited financial results for the fourth quarter ended March 31, 2026, including a sharp swing to consolidated profit compared with the corresponding quarter last year.

Pandoo Naig appointed CEO from June 1, 2026

The company said Mr. Pandoo Naig has been appointed as Chief Executive Officer effective June 1, 2026. The appointment is one of the headline outcomes communicated around the board’s decisions and audited results disclosures. The company’s updates also show Mr. Naig has previously held a key management role at the firm. In a board update for a meeting held on February 3, 2026, the company noted that Mr. Pandoo Naig resigned as Interim Chief Financial Officer effective January 20, 2026 due to pre-occupation and personal reasons. In the same disclosure, Mr. Satish Kumar was appointed as Chief Financial Officer with immediate effect.

The CEO appointment, therefore, comes after the earlier interim CFO change during the year. The company has not provided additional operational details in the provided material about the CEO transition beyond the effective date.

Final dividend of ₹0.01 per share recommended

The board recommended a final dividend of ₹0.01 per equity share. The dividend recommendation was disclosed alongside the audited financial results for Q4 FY2025-26. The company’s communications do not specify the record date, payment date, or whether shareholder approval is required, beyond stating the board recommendation. Investors typically track dividend announcements for their impact on near-term cash returns and signals around capital allocation. Here, the only confirmed information is the per-share amount and that it is a final dividend recommendation.

ESOP Plan 2026: up to 18,68,000 options proposed

Onelife Capital Advisors approved the “Onelife Capital Advisors Limited Employee Stock Option Plan 2026.” Under the proposal, the company plans to grant up to 18,68,000 stock options to eligible employees, subject to shareholder approval. The board also approved a postal ballot notice to seek shareholder consent for the ESOP plan.

The e-voting period for the ESOP-related postal ballot is scheduled from June 11, 2026, to July 10, 2026. Beyond the proposed maximum number of options and the voting window, the provided information does not include details such as vesting schedules, exercise price, or eligibility criteria.

Rights issue: ₹36.00 crore completed; ₹22.50 crore utilised by March 31, 2026

The company completed a ₹36.00 crore rights issue, as stated in the provided text. It also disclosed utilisation of proceeds, noting that ₹22.50 crore of the ₹36.00 crore rights issue proceeds were utilised by March 31, 2026. The communication does not specify the heads under which proceeds were deployed, but the utilisation figure provides a checkpoint on the pace of deployment after the fund raise.

Q4 FY26 results: consolidated profit at ₹12.69 crore

Onelife Capital Advisors announced audited financial results for the fourth quarter of FY2025-26 (quarter ended March 31, 2026). The company reported consolidated profit of ₹12.69 crore for the quarter. It described this as a significant turnaround from a loss in the comparable quarter of the previous year, without disclosing the prior-year loss amount in the provided material.

On a standalone basis, the company reported profit of ₹1.98 crore for Q4 FY26. These figures were included in the same set of updates that also referenced the final dividend recommendation, CEO appointment, and ESOP plan approval.

Governance updates: three independent directors re-appointed

In addition to management changes, the company reported shareholder approval for the re-appointment of three non-executive independent directors for second terms. The directors covered under the resolutions were Dr. Ranu Jain, Mr. Nitesh Singh, and Mr. Abhay Sethia. The voting period for this postal ballot concluded on March 7, 2026.

The company reported that total valid votes polled were 7,324,631, and assent votes were approximately 99.82% for each resolution. It also stated that none of the directors are related to other directors or key managerial personnel. The second-term tenure periods disclosed were:

• Dr. Ranu Jain: March 29, 2026 to March 28, 2031
• Mr. Nitesh Singh: March 29, 2026 to March 28, 2031
• Mr. Abhay Sethia: January 13, 2026 to January 12, 2031

Postal ballot process and e-voting mechanics (director re-appointments)

For the independent director re-appointments, the company issued a postal ballot notice and set a remote e-voting window from February 6, 2026 (9:00 AM) to March 7, 2026 (5:00 PM). The cut-off date for determining eligible members was January 30, 2026. The e-voting platform identified in the notice was CDSL (Central Depository Services Limited).

The notice was dated February 3, 2026 and was submitted to BSE Limited and the National Stock Exchange of India Limited under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company also said the postal ballot notice and related documents were available on its website (www.onelifecapital.in) and via CDSL’s website (www.evotingindia.com). The scrutinizer was disclosed as M/s Mukesh Siroya and Co, also referenced in the provided text as M/s M Siroya and Company.

Summary table: financials, capital actions, and voting outcomes

Why these disclosures matter for investors

The updates combine several investor-relevant markers. First, the CEO appointment formalises leadership responsibility from June 2026, while earlier disclosures show a CFO transition during the year, with Mr. Satish Kumar appointed CFO after Mr. Naig’s resignation as interim CFO effective January 20, 2026. Second, the audited Q4 FY26 profit numbers provide a quantified view of performance, including a consolidated profit of ₹12.69 crore and standalone profit of ₹1.98 crore.

Third, the capital structure and incentive elements are significant. The company has already completed a ₹36.00 crore rights issue, with ₹22.50 crore utilised by March 31, 2026. Separately, it has proposed up to 18,68,000 ESOP options and set a clear shareholder voting window (June 11 to July 10, 2026), which will be a key procedural step before implementation.

Finally, the postal ballot outcomes for independent director re-appointments indicate strong shareholder support, with approximately 99.82% assent across resolutions and 7,324,631 valid votes polled. The disclosed term periods provide visibility on board continuity through 2031 for the named directors.

What to watch next

The next confirmed milestone is the ESOP postal ballot e-voting window from June 11, 2026 to July 10, 2026, which will determine shareholder approval for the proposed option grants. Separately, investors may track further company disclosures on the remaining rights issue proceeds utilisation beyond March 31, 2026 and any additional details around implementation of the ESOP plan and leadership responsibilities following the CEO appointment.