Kaya Limited has revised the post-issue shareholding pattern and extended lock-in periods for its proposed preferential issue of 18,24,150 equity shares at ₹274.10 per share. The clarification, filed with BSE and NSE on September 29, 2026, addresses specific observations raised by the National Stock Exchange regarding the in-principle application.

The company confirmed that the post-issue shareholding pattern now accounts for outstanding Employee Stock Option Plans (ESOPs) of 5,39,739 equity shares. Consequently, the post-allotment shareholding percentage of the allottees has been revised on a fully diluted basis to reflect this dilution accurately.

Lock-in Period Extension

In response to regulatory queries concerning Regulation 167 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Kaya Limited extended the lock-in period for the pre-preferential shareholding of the concerned allottee. The deadline has moved from March 1, 2027, to March 31, 2027. This revision ensures compliance with applicable lock-in requirements for existing holdings prior to the new allotment.

The company emphasized that these changes are purely procedural and do not alter the fundamental terms of the deal. The number of equity shares proposed for allotment remains at 18,24,150, and the issue price is unchanged at ₹274.10 per share.

Shareholding Structure Details

The preferential issue involves two non-promoter entities: Axana Estates LLP and Plutus Investments India Private Limited. Axana Estates LLP will receive 8,45,009 shares, while Plutus Investments India Private Limited will receive 9,79,141 shares. The table below outlines the key shareholding metrics before and after the issue, including diluted figures.

Allottee Specifics

• Axana Estates LLP: Post-allotment holding stands at 17.25% (16.72% on a diluted basis). The ultimate beneficial owners include Mr. Mithun Padam Sacheti, Mr. Siddhartha Sacheti, Mr. Yash Siddhartha Sacheti, and Mr. Arpit Khandelwal.
• Plutus Investments India Private Limited: Post-allotment holding stands at 5.76% (5.58% on a diluted basis). The ultimate beneficial owners include Mr. Arpit Khandelwal, Mr. Suresh Chander Koolwal, and Mr. Ramesh Siyani.

What the Numbers Show

The inclusion of 5,39,739 outstanding ESOPs in the diluted calculation reduces the promoter group's effective stake from 45.91% to 44.50%. This shift highlights how employee stock options, when factored into the denominator, marginally dilute promoter control even when no new shares are issued to them directly. The revised lock-in extension to March 31, 2027, aligns the pre-existing holdings with the timeline of the new allotment, ensuring uniform regulatory compliance across the allottee's total stake.

Kaya Limited shareholders approved a leadership transition and capital raise at an extraordinary general meeting held on September 5, 2026. The resolutions pave the way for Harsh Mariwala to step down as Managing Director to become Chairman.

The meeting, conducted via video conferencing in compliance with Ministry of Corporate Affairs and SEBI circulars, saw members approve four key resolutions. These included the issuance of equity shares on a preferential basis and amendments to the company’s employee stock option plan.

Leadership Changes

Shareholders approved the appointment of Mr. Harsh Mariwala as Chairman and Non-Executive Director, effective November 1, 2026. Simultaneously, Mr. Rishabh Mariwala was appointed as Managing Director for a five-year term starting on the same date.

Mr. Harsh Mariwala currently serves as Chairman and Managing Director. Mr. Rishabh Mariwala is currently a Non-Executive Non-Independent Director. The transition marks a significant shift in the company’s executive structure.

Capital and Compensation

The special resolution for the issuance of equity shares on a preferential basis was approved by shareholders. The company will issue 18,24,150 equity shares of ₹10 each at a consideration of ₹274.10 per share including premium to an identified person. This move is typically aimed at raising capital or bringing in strategic investors.

Additionally, shareholders approved amendments to the Kaya Employee Stock Option Plan, 2021. This adjustment may affect the company’s ability to attract and retain talent through equity-based compensation.

Voting Results

The scrutinizer's report confirmed that all three special resolutions and one ordinary resolution were passed with the requisite majority. A total of 18,146 shareholders were on record as of August 31, 2026. Of these, 83 members cast votes through remote e-voting, while one member voted during the meeting.

Voting Process

The EGM commenced at 10:00 am and concluded at 10:28 am. Members were provided with remote e-voting facilities from September 2 to September 4, 2026. E-voting at the meeting remained open for 15 minutes post-conclusion.

Mr. Sitansh Magia, Practicing Company Secretary, was appointed as the scrutinizer to supervise the voting process. The final results were declared by the Company Secretary after scrutiny.