Kaya Ltd

To the Members,

Your Directors present the 21^st Annual Report of Kaya Limited, for the year ended March 31, 2024.

In line with the requirements of the Companies Act, 2013, (the "Act") this report covers the financial results and other developments during April 1, 2023 to March 31, 2024 in respect of Kaya Limited (the "Company") and Kaya Consolidated comprising of the Company, its Subsidiaries and Joint Venture. The consolidated entity has been referred to as ‘Kaya Group? or ‘Group? in this report.

1. FINANCIAL RESULTS

(Rs in lakhs)

2. REVIEW OF OPERATIONS

During the year under review, Group had posted consolidated total revenue of Rs40,425.04 Lakh, a increase of around 7.3% over the previous year. A loss of Rs12,965.46 Lakh (32.1% of total revenue) was reported during the financial year under review, as compared to a loss of Rs11,626.37 Lakh (30.9% of previous year?s total revenue) for the previous financial year. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end on the FY 2023-24 and the date of this report.

3. TRANSFER TO RESERVES

The Company during the year has transferred Rs 129.14 lakhs to general reserve from share options outstanding accounts.

4. DIVIDEND

The Directors have recommended no dividend for the year ended March 31, 2024.

5. SHARE CAPITAL

The paid-up equity share capital of the Company is Rs 13,06,40,910 divided into 1,30,64,091 equity shares of Rs 10/- as on March 31, 2024. During the current year, there was no issue and allotment of equity shares.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as required under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR" or "Listing Regulations") is provided in the separate section and forms integral part of the Report.

7. SUBSIDIARIES

During the year under review, your Company acquired stake in the following entities through Company?s wholly-owned subsidiary (‘WOS?) i.e. Kaya Middle East DMCC (‘DMCC?) and/or through step down subsidiary, i.e., Kaya Middle East FZE (‘FZE?): -

a) Kaya Beauty Clinic LLC SP (FZE acquired 100% stake). b) Kaya Medical Complex L.L.C. (formerly known as Kaya Skin Care Clinic LLC ) (FZE acquired 99% stake). c) Sakr Al Majd International Company (DMCC acquired 100% stake)

d) Khimjis Health Care LLC (‘KHCLLC?) (FZE entered into a JV agreement with Khimjis Ramdas LLC (‘Khimjis?), whereby FZE will hold 51% and Khimjis will hold 49% in KHCLLC.

Also, during the year, DMCC, the material subsidiary of the Company had entered into definitive agreements to sell its entire holding in Minal Medical Centre LLC ("MMC") and M M C Skin Clinic LLC ("MMCSC") to Dr. Minal Patwardhan, Existing partner, who held 28.33% in both the said entities at sale consideration aggregating to AED 3.7 million (Equivalent to Rs 839.33 lakhs) which was approved by Shareholders on October 4, 2023 and shares are transferred on 13 November 2023. Consequently, thereinafter, MMC & MMCSC ceases to be the subsidiaries of DMCC.

On March 27, 2024, the Company entered into a definitive agreement to sell its entire shareholding in Kaya Middle East DMCC for a consideration of AED 2.3 Million (Rs 510 lakhs) and Kaya Middle East FZE for a consideration of AED 30.7 Million (Rs 6,860 lakhs) respectively, to Humania GCC Holding Limited ("Buyer"). The consideration is subject to customary adjustments for actual debt, actual working capital, gratuity payments to employees of the businesses being transferred and transaction related expenses and payables. The Company has obtained shareholders approval for the said transaction through postal ballot passed on April 27, 2024. Upon completion of the transactions, Kaya DMCC will cease to be a wholly owned material subsidiary of the Company and Kaya FZE will cease to be a step-down material subsidiary of the Company.

As on March 31, 2024, your Company has the below mentioned subsidiaries:-

A report on the performance and financial position of each of the subsidiaries has been provided in Form AOC-1 annexed as Annexure I as per Section 129(2) of the Companies Act, 2013.

Further, pursuant to the provisions of Section 136 of the Act, the audited financial statements including consolidated financial statements along with relevant documents of the Company and audited financial statements of the subsidiaries are available on the website of the Company www.kaya.in

The policy for determining material subsidiaries of the Company has been provided in the following link www.kaya.in

8. DIRECTORS? RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls (IFCs) and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of IFCs over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee of Directors, the Board is of the opinion that the Company?s IFCs were adequate and effective during FY24.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. that in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures; ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the loss of your Company for that period; iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that the annual accounts have been prepared on a ‘going concern? basis; v. that as stated above, proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; vi. that proper systems to ensure compliance with the provisions of all applicable laws were devised and that such systems were adequate and operating effectively.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the requirements of the Act and the Company?s Articles of Association, Mr. Rajendra Mariwala retires by rotation and is eligible for re-appointment. Member?s approval is being sought at the ensuing AGM for his re-appointment. His brief resume and other details in terms of Regulation 36(3) of SEBI LODR and Secretarial Standards on General Meeting, is provided in the Notice of the Annual General Meeting. Also, he is not disqualified from being re-appointed as the Director by virtue of the provisions of Section 164 of the Companies Act, 2013.

In terms of Section 149 of the Act, Mr. B S Nagesh, Mr. Nikhil Khattau, Mr. Irfan Mustafa, Ms. Vasuta Agarwal and Dr. Om Manchanda are the Independent Directors of the Company.

In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

In terms of Section 203 of the Act, following are the Key Managerial Personnel of the Company as on March 31, 2024 are:

• Mr. Harsh Mariwala – Chairman & Managing Director;

• Mr. Rajiv Nair – Chief Executive Officer;

• Mr. Saurabh Shah – Chief Financial Officer upto February 28, 2024

• Mr. Arihant Dhariwal – Chief Financial Officer w.e.f February 29, 2024

• Ms. Nitika Dalmia – Company Secretary & Compliance Officer.

During the year under review Mr. Saurabh Shah, Chief Financial Officer of the Company had tendered his resignation with effect from February 28, 2024. The management placed on record sincere thanks and appreciation for the valuable guidance and support rendered by Mr. Saurabh Shah. Mr. Arihant Dhariwal was appointed as Chief Financial Officer of the Company with effect from February 29, 2024.

In accordance with the relevant provisions of the Act and the Rules made thereunder and Regulation 17(10) of the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI vide its circular dated January 5, 2017, the evaluation of the performance of the individual Directors, Chairman of the Board, the Board as a whole and its Committees was carried out. The details of the same are explained in the Corporate Governance Report annexed as Annexure II to this report

In terms of the applicable provisions of the Act, read with the rules made thereunder and the Listing Regulations, your Board has formulated a policy in relation to appointment, removal and remuneration of Directors and Key Managerial Personnel. The Nomination & Remuneration Policy can be accessed using the link http://www.kaya.in/investors/#kaya_ investors and is annexed as Annexure III to this report

The Board of Directors of the Company met 7 (Seven) times during the year to deliberate on various matters. The details of the meetings of the Board and its Committees held during the year are stated in the Corporate Governance Report forming part of this Annual Report.

Your company emphasizes of conservation of energy as its responsibility towards the environment and society at large. Your Company ensures that its products, services and operations are safe for consumers, employees and the environment. Your Company ensures this with a focus on technology, processes and improvements that matter for environment. These include reduction in power consumption, optimal water usage and eliminating excess use of paper.

The Company strives to adopt technology that provides the best possible outcome to its customers. The Company constantly reviews technological innovations/advancements applicable to its business.

The details of Foreign Exchange Earnings and Outgo for the year under review are as follows:

Pursuant to Regulation 34 of the Listing Regulations, Report on Corporate Governance along with the certificate from the Statutory Auditors certifying compliance with conditions of Corporate Governance forms part of this Annual Report.

The Annual Return in Form MGT-7 for the financial year March 31, 2024 is available on the website of the Company at https://www.kaya.in/investors/#kaya_investors.

We have embodied the mechanism in the Code of Conduct of the Company for employees to report concerns about unethical behavior, actual or suspected fraud or violation of our Code of Conduct. This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee and the Risk Management Committee in exceptional cases and no personnel have been denied access to the Audit Committee and Risk Management Committee. The Board, Audit Committee and Risk Management Committee are informed periodically on the cases reported, if any, and the status of resolution of such cases.

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Committee is responsible for monitoring, reviewing and mitigating various risks associated with the Company and its business. The Risk Committee also has oversight on various financial risks and controls associated with the same.

The Risk Management framework spearheaded by the aforesaid Committees seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company?s competitive advantage.

The Company?s internal financial control systems comprising Corporate Governance Policies, roles, responsibilities and authorities, standard operating procedures and ERP are reviewed by the Management. The Internal Controls over Financial Reporting are routinely tested and certified by Statutory Auditors to cover all offices, factories and key business areas. External firms were engaged to cover the internal audit reviews and the reviews were performed based on the risk-based internal audit plan approved by the Audit Committee of the Company and they are also reported about the significant audit observations and follow up actions thereon. The Audit Committee periodically reviews the adequacy and effectiveness of the Company?s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company?s risk management policies and systems.

There were no significant / material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

At the 19^th AGM held on August 1, 2022, the Members approved the re-appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 24^th AGM to be held in the year 2027.

The standalone and the consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act.

The Statutory Auditor?s report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee as specified under section 143(12) of the Act, during the year under review.

The Statutory Auditors were present in the last AGM.

M/s. Ernst & Young LLP, Chartered Accountants, has been associated with your Company as its internal auditor partnering your Company in the area of risk management and internal control systems.

M/s. Magia Halwai & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for FY24. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report is annexed as Annexure IV to this Report.

The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks, or disclaimers, other than the below: -

The Company had received notices from NSE & BSE with respect to violation of Regulation 29 of SEBI LODR with respect to delay in giving of advance notice of 2 working days (excluding date of intimation and date of the meeting) for Company?s Board Meeting dated 24.10.2023, where fund raising matter was to be discussed. The Company has already penalty of Rs. 10,000/- to each of the exchanges as above. Further, the Company did not disclose about the violation notices / emails received from NSE & BSE under Regulation 30 (Schedule III Part A (A) (20) within 24 hours of receiving the same.

Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India related to the Board Meetings and General Meeting.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements forming part of this Annual Report.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024 and hence does not form part of this report.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at https:// www.kaya.in/investors/#kaya_investors.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance Report.

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure - V.

Statement containing the particulars of top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is an annexure forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is also available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at investorrelations@kayaindia.net

Your Company has instituted Stock Option Plans to enable its employees to participate in your Company?s future growth.

The Nomination and Remuneration Committee on August 3, 2021 approved the Kaya ESOP 2016 - Scheme IV through which they granted 2,15,403 stock options to the employees of the Companies and its subsidiaries. Out of the above options 59,232 options had lapsed during the financial year ended on March 31, 2024.

The Board of Directors of the Company at their meeting held on October 29, 2021 had approved the introduction and implementation of Kaya Employee Stock Option Plan, 2021 ("Kaya ESOP 2021" or "the Plan") for employees of the Company and its subsidiaries and the same was approved by the members through postal ballot passed on January 13, 2022.

Further, during the year under review, eligible number of ESOPs to be granted under the said Kaya ESOP 2021 was increased from 6,53,204 ESOPs to 8,03,204 ESOPs thereby increasing quantum of Options that can be granted by an additional 1,50,000 ESOPs to eligible employees.

The Nomination and Remuneration Committee on March 2, 2022 approved the Kaya ESOP 2021 - Scheme I through which they granted 5,11,364 stock options to an identified employee of the Company. None of the options were lapsed as on March 31, 2024.

The Nomination and Remuneration Committee on May 29, 2022 approved the Kaya ESOP 2021 - Scheme II through which they granted 1,21,000 stock options to the employees of the Companies and its subsidiaries. Out of the above options 36,000 options had lapsed during the financial year ended on March 31, 2024.

The Nomination and Remuneration Committee on February 15, 2024 approved the Kaya ESOP 2021 - Scheme III through which they granted 14,523 stock options to the employees of the Companies. None of the options were lapsed as on March 31, 2024.

Detailed disclosure pertaining to ESOPs is annexed as annexure VI to this Report.

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

The Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. The Board also wishes to place on record its sincere appreciation for the wholehearted support received from shareholders, bankers, all other business associates, and customers. We look forward to continued support of all these partners in progress.