EOGM Details

  • Meeting Date: Saturday, September 5, 2026
  • Time: 10:00 A.M. IST
  • Mode: Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Cut-off Date: Monday, August 31, 2026 for determining voting eligibility

Remote E-Voting Details

  • Service Provider: NSDL
  • Commencement: Wednesday, September 2, 2026 at 9:00 A.M. IST
  • End: Friday, September 4, 2026 at 5:00 P.M. IST
  • Results Declaration: On or before Tuesday, September 8, 2026

Resolutions for Shareholder Approval

Item No. 1: Preferential Issue of Equity Shares (Special Resolution)

Purpose: To consider and approve issue of equity shares on preferential basis

Key Terms:

  • Total Shares: 18,24,150 equity shares of face value ₹10 each
  • Issue Price: ₹274.10 per share (including premium of ₹264.10)
  • Total Amount: ₹49,99,99,515
  • Allottees:
  • Axana Estates LLP: 8,45,009 shares (₹23.16 crore)
  • Plutus Investments India Private Limited: 9,79,141 shares (₹26.84 crore)

Pricing Details:

  • Relevant Date: Thursday, August 6, 2026
  • Floor Price: ₹274.03 as determined by Samarth Valuation Advisory LLP (IBBI/RV-E/06/2021/157)
  • 90-day VWAP: ₹261.66
  • 10-day VWAP: ₹274.03

Utilization of Proceeds:

  • Capital Expenditure: ₹24.99 crore (50%) for new clinics, equipment, infrastructure
  • Working Capital: ₹12.49 crore (25%) for inventory, vendor payments, operational expenses
  • General Corporate Purposes: ₹12.49 crore (25%) maximum
  • Utilization Timeline: Until conclusion of FY28

Share Capital Impact:

  • Pre-issue capital: 1,51,87,609 shares
  • Post-issue capital: 1,70,11,759 shares
  • Dilution: Approximately 10.73% of expanded capital

Lock-in Requirements:

  • Axana Estates LLP's existing 20,90,068 shares subject to lock-in from Relevant Date up to 90 trading days from trading approval
  • Newly allotted shares subject to lock-in as per SEBI ICDR Regulations

Regulatory Compliance:

  • Certificate from Makarand M. Joshi & Co., Practicing Company Secretaries obtained
  • Valuation report from Samarth Valuation Advisory LLP obtained
  • No change in control post-issue

Item No. 2: Appointment of Harsh Mariwala as Chairman and Non-Executive Director (Special Resolution)

Current Position: Chairman and Managing Director until October 31, 2026

Proposed Position: Chairman and Non-Executive Director from November 1, 2026

Age: 75 years (requires special resolution under Regulation 17(1A) of SEBI LODR)

Director since: March 27, 2003

Shareholding: 4,07,492 equity shares

Item No. 3: Appointment of Rishabh Mariwala as Managing Director (Ordinary Resolution)

Tenure: 5 years from November 1, 2026 to October 31, 2031

Remuneration: Nil, only reimbursement of business expenses and sitting fees

Qualifications: Graduate from Zarb School of Business, Hofstra University, New York

Experience: 17 years

Shareholding: 2,62,000 equity shares

Current Position: Non-Executive Director since May 19, 2021

Item No. 4: Amendments to Kaya Employee Stock Option Plan, 2021 (Special Resolution)

Current ESOP Pool: 8,03,204 options

Proposed Expansion: Additional 4,00,000 options

Revised Pool: 12,03,204 options

Purpose: To attract, retain, reward and motivate key talent

Eligibility: Employees of Company and subsidiaries, excluding promoters, promoter group members, and independent directors

Shareholding Pattern Changes (Post-preferential Issue)

Promoter Holding: Reduces from 51.43% to 45.91%

Public Holding: Increases from 48.57% to 54.09%

Specific Allottee Holdings:

  • Axana Estates LLP: 29,35,077 shares (17.25%)
  • Plutus Investments India Private Limited: 9,79,141 shares (5.76%)

Documents Available for Inspection

  • Valuation report by Samarth Valuation Advisory LLP
  • Practicing Company Secretary certificate by Makarand M. Joshi & Co.
  • Explanatory statement and all related documents

Scrutinizer Appointment

Mr. Sitansh Magia, partner of Magia Halwai & Associates, Company Secretaries appointed as scrutinizer for e-voting process.