Kaya Limited company name has published its newspaper advertisement regarding the Notice of Extraordinary General Meeting (EGM) on August 13, 2026. The notice, released in Financial Express and Mumbai Lakshdeep, confirms that the EGM will be conducted through Video Conference/Other Audio-Visual Means (VC/OAVM) on Saturday, September 5, 2026, at 10:00 am. The meeting aims to secure shareholder approval for a ₹49.99 crore preferential equity issuance, fund clinic expansions, and approve significant leadership transitions.

The Board of Directors approved the issuance of 18,24,150 equity shares at ₹274.10 per share on August 10, 2026. This price exceeds the regulatory floor price of ₹274.03 determined by independent valuer Samarth Valuation Advisory LLP. The allotment is structured under Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Shareholders holding shares as of the August 31, 2026 cut-off date can cast their votes via remote e-voting from September 2 to September 4, 2026, through National Securities Depository Limited (NSDL).

Preferential Allotment Structure

The funds will be raised from Axana Estates LLP and Plutus Investments India Private Limited. Axana Estates LLP, an existing major shareholder, will increase its stake from 13.76% to 17.25%. Plutus Investments India Private Limited will acquire a new 5.76% stake. There will be no change in the management or control of the company post-allotment.

Fund Utilization Plan

The company has outlined specific objectives for the gross proceeds of ₹49,99,99,515. Fifty percent of the funds will be allocated to capital expenditure for opening new clinics, renovating existing ones, and acquiring medical equipment. Twenty-five percent will support working capital needs such as inventory and vendor payments. The remaining 25% is reserved for general corporate purposes. All funds are expected to be utilized by the conclusion of FY28.

Leadership Transition and ESOP Expansion

The EGM will also approve the transition of Harsh Mariwala from Chairman and Managing Director to Chairman and Non-Executive Director effective November 1, 2026. Mr. Mariwala, who has attained the age of 75, requires a special resolution under Regulation 17(1A) of the SEBI Listing Regulations to continue as a non-executive director. Concurrently, Rishabh Mariwala will be appointed as Managing Director for a five-year term starting November 1, 2026. Additionally, shareholders will vote to increase the Kaya ESOP Plan - 2021 pool by 4,00,000 options, raising the total limit to 12,03,204 options to aid in talent retention.

E-Voting and Compliance Details

In compliance with Section 108 of the Companies Act, 2013 and Regulation 44 of SEBI Listing Regulations, NSDL has been engaged to facilitate electronic voting. Remote e-voting commences on Wednesday, September 2, 2026, at 9:00 am and ends on Friday, September 4, 2026, at 5:00 pm. Once a vote is cast, it cannot be changed. The company has appointed Mr. Sitansh Magia, partner of Magia Halwai & Associates, as the scrutinizer for the e-voting process. Members attending the EGM via VC/OAVM will be counted for quorum purposes under Section 103 of the Companies Act, 2013.

The Nomination and Remuneration Committee (NRC) of kaya approved the grant of 75,000 stock options to eligible employees on August 10, 2026. This allocation falls under the Employee Stock Option 2021 Scheme-VI and aims to align employee incentives with long-term company performance. The disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, commonly known as SEBI LODR.

The grant involves 75,000 equity shares, with each stock option convertible into one equity share having a face value of ₹10. The exercise price per option has been determined by the NRC in accordance with the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Specifically, the exercise price is not lower than the face value of the equity shares on the date of grant. The specific exercise price is communicated to each option grantee through their respective Grant Letters.

Key Terms of the Option Grant

The structural details of the stock option grant are outlined below:

The options will not vest earlier than a minimum period of two years from the grant date. The vesting schedule is determined at the discretion of the NRC and as prescribed in the individual grant letters. Once vested, employees have an exercise period of no more than one year to convert their options into equity shares.

Regulatory Compliance and Disclosure

This transaction adheres to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The disclosure also references SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. As this is a fresh grant, details regarding options vested, exercised, lapsed, or money realized are currently not applicable. Similarly, the impact on diluted earnings per share is not applicable at this stage.

What the Numbers Show

The approval of 75,000 options represents a targeted retention and incentive strategy for eligible staff. By tying the vesting to a minimum two-year period, Kaya Limited ensures that beneficiaries remain engaged with the company’s long-term objectives before realizing any potential financial benefit from the equity conversion. The exercise window of one year post-vesting provides a defined timeframe for employees to act on their granted rights.