Shareholders meeting

Kaya Limited August 12, 2026 BSE Limited National Stock Exchange of India Limited Market Operations Department, 'Exchange Plaza', 5th Floor, 1st Floor, Phiroze Jeejeebhoy Towers, Plot No. C/1, G Block, Dalal Street, Mumbai – 400001 Bandra Kurla Complex, BSE Scrip Code: 539276 Bandra(E), Mumbai 400051 NSE Symbol: KAYA Subject: Submission of Notice of the Extra Ordinary General Meeting (“EOGM”) of the Company. Dear Sir/Madam, Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and in furtherance to our intimation dated August 10, 2026, please find enclosed herewith the Notice for convening Extra-Ordinary General Meeting (EOGM) of the shareholders of the Company, to be held on Saturday, September 05, 2026 at 10:00 A.M. through Video Conferencing or Other Audio Visual Means (VC/OAVM), seeking approval of the Members in respect of the resolution set out in the EOGM Notice. In compliance with Section 108 of the Companies Act, 2013 (‘Act’) and other applicable provisions of the Act, read with the applicable Rules, Listing Regulations, the provisions of relevant MCA Circulars and other law(s) as applicable, the Company is providing e-voting facility to the shareholders, whose names appear in the Register of Members / List of Beneficial Owners as on Monday, August 31, 2026 ("Cut-Off Date"), to cast their votes electronically on the resolution as set forth in the EOGM Notice, using remote e-voting system as well as e-voting at the EOGM through electronic voting system. The Company has engaged the services of NSDL for this purpose. Further, in accordance with the provisions of the relevant MCA Circulars, the Company has sent the EOGM Notice along with Explanatory Statement by electronic mail only to all its shareholders who have registered their email addresses with the Company or depository / depository participants today i.e. Wednesday, August 12, 2026. The facility of e-voting will be available for the following period: Commencement of Remote e-voting From 09.00 A.M. (IST) on Wednesday, September 02, 2026 End of Remote e-voting Up to 05.00 P.M. (IST) on Friday, September 04, 2026 The same will be made available on company’s website at www.kaya.in. We request you to kindly take the aforesaid information on record. For Kaya Limited Shilpa Rathi Company Secretary and Compliance Officer Encl: Notice of EOGM Registered Office: Kaya Limited, Marks, 23/C, Mahal Industries Estate, Mahakali Caves Road, Near Paper Box Lane, Andheri (E), Mumbai 400 093. Tel.:91-22-66195000. Website: www.kaya.in CIN: L85190MH2003PLC139763 KAYA LIMITED CIN: L85190MH2003PLC139763 Reg. Office: 23/C, Mahal Industrial Estate, Mahakali Caves Road, Near Paperbox Lane, Andheri (East), Mumbai – 400093. Tel: 022-6619 5000, Fax No. 022-6619 5050. Website: www.kaya.in Email: investorrelations@kayaindia.net NOTICE OF EXTRAORDINARY GENERAL MEETING (Pursuant to section 101 of the Companies Act, 2013) Dear Shareholders, Notice is hereby given to the members of Kaya Limited (“the Company”) that the Extraordinary General Meeting (“EGM”) is scheduled to be held on Saturday, September 05, 2026, at 10:00 A.M. through Video Conferencing/Other Audio-Visual Means (VC/OAVM) to transact the following business: SPECIAL BUSINESS Item No. 01 To consider and approve issue of equity shares on preferential basis to the identified person and other matters related thereto. To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred as “Act”) and applicable rules made thereunder, including the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other rules and regulations made thereunder (including any statutory modifications(s) or amendment(s) or re-enactment(s) thereof for the time being in force), the enabling provisions of the Memorandum and Articles of Association of the Company, and in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (hereinafter referred as “SEBI ICDR Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (hereinafter referred as “SEBI Listing Regulations”), the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011, as amended, (hereinafter referred as “SEBI SAST Regulations”) and subject to other applicable rules / regulations / guidelines / notifications / circulars and clarifications issued thereunder, if any, from time to time by the Ministry of Corporate Affairs (hereinafter referred as “MCA”), the Securities and Exchange Board of India (hereinafter referred as “SEBI”) and/or any other statutory or regulatory authorities, including the National Stock Exchange of India Limited and the BSE Limited (hereinafter referred as “Stock Exchanges”) and/ or any other competent authorities to the extent applicable, and subject to all necessary approval(s) of any other statutory or regulatory authorities, as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include any duly constituted/to be constituted committee thereof to exercise its powers including powers conferred under this resolution), the consent and approval of the members of the Company, be and is hereby accorded to the Board to create, issue, offer and to allot 18,24,150 (Eighteen Lakhs Twenty Four Thousand One Hundred and Fifty) equity shares of Face Value of ₹ 10/- (Indian Rupees Ten Only) each of the Company (“Subscription Shares”) on a preferential issue basis, (“Preferential Issue”) to Axana Estates LLP and Plutus Investments India Private Limited (“Proposed Allottee”) respectively, who is not a promoter and do not belong to the promoter(s) and the promoter group of the Company, in one or more tranches, for consideration in the form of cash at a price of ₹274.10 /- (Indian Rupees Two Hundred Seventy-Four and Ten Paisa Only) per Equity Share [including a premium of ₹ 264.10/- (Indian Rupees Two Hundred Sixty-Four and Ten Paisa Only] (“Issue Price”), aggregating to ₹ 49,99,99,515 (Indian Rupees Forty-Nine Crores Ninety-Nine Lakhs Ninety-Nine Thousand Five Hundred Fifteen Only), which is not less than the price determined in accordance with Chapter V of the SEBI ICDR Regulations (hereinafter referred to as the “Floor Price”) on such terms and conditions as set out herein, in the Offer Letters, and in the explanatory statement to this Notice as on the Relevant Date mentioned below and as may be determined by the Board in accordance with the SEBI ICDR Regulations or other provisions of applicable law as may be prevailing at the time. Sr. Name and details of the Category Number of Equity Name of the Ultimate No. Proposed Allottee (‘Promoter/Promoter Shares to be Beneficial Owner Group’/ ‘Non allotted @ Rs. Promoter’) 274.10 per equity share 1. A xana Estates LLP Non-Promoter – Body 8,45,009 Mr. Mithun Corporate Padam Sacheti Mr. Siddhartha Sacheti Mr. Yash Siddhartha Sacheti Mr. Arpit Khandelwal 2. P lutus Investments India Non-Promoter – Body 9,79,141 Mr. Arpit Khandelwal Private Limited Corporate Mr. Suresh Chander Koolwal Mr. Ramesh Siyani Total 18,24,150 RESOLVED FURTHER THAT the Subscription Shares to be issued and allotted to the Proposed Allottee shall be fully paid up and rank pari passu with the existing equity shares of the Company, in all respects (including with respect to di [Showing first 8,000 characters — download PDF for full document]