Key Decisions Approved:
1. Preferential Issue of Equity Shares
The Board approved the issuance of 18,24,150 (Eighteen Lakhs Twenty-four Thousand One Hundred and fifty) equity shares of face value ₹10 each at an issue price of ₹274.10 per share. This price is higher than the floor price determined in accordance with Chapter V of the SEBI (ICDR) Regulations, 2018.
The total aggregate cash consideration for the issue is ₹49,99,99,515 (Rupees Forty-Nine Crores Ninety-Nine Lakhs Ninety-Nine Thousand Five Hundred Fifteen only).
The shares will be issued on a preferential basis to two allottees:
- Axana Estates LLP
- Plutus Investments India Private Limited
The issuance is subject to approval by shareholders via a special resolution and any other required regulatory approvals.
Shareholding Impact of Preferential Issue:
- Axana Estates LLP: Pre-issue holding of 20,90,068 shares (13.76%). Post-issue holding will be 29,35,077 shares (17.25%).
- Plutus Investments India Private Limited: Pre-issue holding of Nil shares. Post-issue holding will be 9,79,141 shares (5.76%).
The issue involves two investors and is for cash consideration.
2. Increase in ESOP Pool Size
Based on the recommendation of the Nomination and Remuneration Committee, the Board approved an increase in the existing ESOP Pool under the "Kaya ESOP Plan - 2021" by 400,000 options. This increases the total ESOP Pool from 803,204 options to 1,203,204 options. This approval is subject to the approval of the company's members and any other required approvals.
3. Notice of Extraordinary General Meeting
The Board approved convening an Extraordinary General Meeting (EGM) of the company on Saturday, September 5, 2026. The purpose of the EGM is to consider and approve the matters related to the preferential issue and ESOP pool increase. The notice for the EGM will be submitted to the stock exchanges in due course in compliance with SEBI Listing Regulations.