Kaya Ltd

EGM details

• EGM on 5 September 2026 at 10:00 AM via VC/OAVM.
• Special resolution for preferential issue of 18,24,150 equity shares.
• Issue price ₹274.10 per share; up to ₹49.99 crore proceeds.
• Proposed allottees: Axana Estates LLP and Plutus Investments India Private Limited.
• Pre-issue share count: 1,51,87,609; post-issue: 1,70,11,759.
• Relevant pricing date: 6 August 2026.

Resolution 1: Preferential issue

• Type: Special resolution approving preferential issue.
• Allottees include Axana Estates LLP (four beneficiaries) and Plutus Investments India Pvt Ltd.
• Axana allocations: 8,45,009 shares to Mithun Padam Sacheti.
• Axana allocations: 8,45,009 shares to Siddhartha Sacheti.
• Axana allocations: 8,45,009 shares to Yash Siddhartha Sacheti.
• Axana allocations: 8,45,009 shares to Arpit Khandelwal.
• Plutus allocations: 9,79,141 shares to Arpit Khandelwal.
• Plutus allocations: 9,79,141 shares to Suresh Chander Koolwal.
• Plutus allocations: 9,79,141 shares to Ramesh Siyani.
• Post-issue Axana holding: 29,35,077 shares (17.25%).
• Post-issue Plutus holding: 9,79,141 shares (5.76%).
• Price floor ₹274.03; price ₹274.10; floor-based pricing.
• Ranking: pari passu; lock-in as per ICDR rules.
• Promoters/directors do not subscribe; no change in control.

Other resolutions

• Item 02: Harsh Mariwala to Chairman and Non-Executive Director from 1 Nov 2026.
• Cease to be Managing Director; continue as Non-Executive Chairman.
• Board authorised to implement changes.

Management changes and ESOP

• Item 03: Rishabh Mariwala named Managing Director for five years from 1 Nov 2026.
• Remuneration: nil; expenses reimbursed; retirement by rotation.
• Item 04: Kaya ESOP Plan 2021 pool increased to 12,03,204 options.
• Authorized to grant options within revised pool; amend Plan terms.
• Plan implemented directly by company; no trust; no buyback contemplated.

Utilisation and governance

• Proceeds to be used for capex, working capital, and general corporate purposes.
• Capex: ₹24.99 crore; Working capital: ₹12.50 crore; General: ₹12.50 crore.
• Utilisation period through FY28; monitoring by Board and Audit Committee.

Preferential issue of equity shares

• Approved issue of up to 18,24,150 equity shares at Rs 274.10 per share for Rs 49.99 crore.
• Allotments to Axana Estates LLP and Plutus Investments India Pvt Ltd; subject to special resolution and regulatory approvals.

ESOP pool expansion

• Increases Kaya ESOP Plan-2021 pool by 4,00,000 options to 12,03,204 options.
• Subject to Members' approval and other required approvals.

EGM notice and date

• EGM scheduled for Sep 5, 2026 to approve above matters.

Independent Director Re-appointment

• Re-appointment of Vasuta Agarwal as Independent Director approved.
• Designation: Non-Executive Independent Director not liable to retire by rotation.
• Term: Aug 3, 2026 to Aug 2, 2031.
• Reason: Shareholders approved via special resolution at AGM held Aug 7, 2026.
• Profile: Vasuta Agarwal—CRO at Gnani.ai; former InMobi leader.
• Education: PGDM (IIMB); BE (BITS Pilani).
• Relationship with other directors: Not related to any Director or KMP.
• Debarment status: Not debarred by SEBI or authorities.

AGM Details

• Date and time: 7 August 2026, 9:30 a.m. IST.
• Mode: Video Conferencing and Other Audio-Visual Means (VC/OAVM).
• Record date: 31 July 2026.
• Shareholders on record: 18,322.
• Attendance via VC: 33; Promoter group: 11; Public: 22.

Key Resolutions

• Adopt standalone and consolidated financial statements and Auditors’ report.
• Re-appoint Rajendra Mariwala as director by rotation.
• Re-appoint Vasuta Agarwal as independent director for five years.

Voting Results

• Resolution 1 passed; 99.9999% in favour; 6 votes against.
• Resolution 2 passed; 98.14% in favour; 10 against; 1,86,924 invalid.
• Resolution 3 passed; 99.9999% in favour; 6 against.

Dividend

• No dividend proposed or declared.

Director Changes

• Rajendra Mariwala reappointed by rotation.
• Vasuta Agarwal reappointed as independent director for five years.

Auditors

• No auditor appointment changes disclosed.

Related Party Transactions

• No material related party transactions disclosed.

Other Approvals

• No other material approvals reported.

AGM Details

• 23rd AGM held on Aug 7, 2026 at 09:30 IST via VC/OAVM.
• AGM commenced 09:00 and concluded 10:04 IST.
• Voting results will be disseminated to exchanges and placed on the company website.

Resolutions and Status

• Ordinary: adopt standalone and consolidated financials; voting results to be announced.
• Ordinary: re-appointment of Rajendra Mariwala; outcome pending.
• Special: re-appointment of Vasuta Agarwal as Independent Director; outcome pending.

Committee reconstitution

• Resignation of Mr. Nikhil Khattau takes effect July 31, 2026.
• Independent Director Om Prakash Manchanda completes first term, effective August 2, 2026.
• Board approved reconstitution of Audit, Risk Management, and Stakeholders' Relationship Committees via circular resolution, effective August 1, 2026.
• Disclosure of the update is available on Kaya's website.