Kaya Ltd

Preferential issue and ESOP update

• In-principle application filed for preferential issue of 18,24,150 equity shares at ₹274.10 each.
• Post-issue diluted shareholding includes outstanding ESOPs of 5,39,739 shares.
• Lock-in for pre-preferential holding extended from 1 Mar 2027 to 31 Mar 2027.
• Allottees are Axana Estates LLP and Plutus Investments India Private Limited.
• Axana post-issue holding 17.25%; Plutus post-issue 5.76%.
• Diluted post-issue holdings: Axana 16.72%; Plutus 5.58%.
• Issue price remains ₹274.10 per share; total shares to be allotted unchanged at 18,24,150.
• ESOP grants of 75,000 options approved; 61,572 options lapsed.
• Annexures I & II show post-issue and diluted holdings.

Kaya Limited trading window closed for designated persons from October 1, 2026 until 48 hours after the declaration of unaudited financial results for the quarter & half year ending September 30, 2026

Filing Status

• As of June 30, 2026, Kaya had no subsidiary, associate, or joint venture.
• KME Holdings Pte Ltd (KMEH) was dissolved on April 22, 2026, ceasing to be a subsidiary.
• Standalone results for quarter ended June 30, 2026 were submitted within the prescribed timeline.
• Consolidated results were not applicable for the June 2026 quarter.

Resolution 1: Preferential equity issue

• Special resolution to approve issue of equity shares on preferential basis to identified person and related matters.
• Promoter group not interested in this resolution.
• Approved; 99.9999% in favour on votes polled.

Resolution 2: Harsh Mariwala as Chairman

• Special resolution to appoint Harsh Mariwala as Chairman and Non-Executive Director from Nov 1, 2026.
• Promoter group not interested in this resolution.
• Approved; 99.9999% in favour on votes polled.

Resolution 3: Rishabh Mariwala as MD

• Ordinary resolution to appoint Mr. Rishabh Mariwala as Managing Director for five years.
• Promoter group not interested in this resolution.
• Approved; 99.9999% in favour on votes polled.

Resolution 4: ESOP Plan amendments

• Special resolution to amend Kaya Employee Stock Option Plan, 2021.
• Promoter group not interested in this resolution.
• Approved; 99.9999% in favour on votes polled.

Impact on holdings

• Potential dilution from preferential issue; no quantified impact disclosed.

Governance & management changes

• Harsh Mariwala appointed Chairman and Non-Executive Director from Nov 1, 2026.
• Rishabh Mariwala appointed Managing Director for five years from Nov 1, 2026.
• ESOP Plan amendments approved.

Resignation of VP & Head IT

• Resignation of Lokesh Wagadre from VP & Head IT, SMP of Kaya Ltd, effective Nov 30, 2026.
• Notice period of 3 months; relieved on Nov 30, 2026.
• Reason: to pursue a career opportunity outside the company.

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.