Kaya Limited — Annual Report 2021

May 19, 2021

May 19, 2021

To, BSE Limited Market Operations Department, 1st Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 BSE Scrip Code: 539276

National Stock Exchange of India Limited 'Exchange Plaza', 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra(E), Mumbai 400051 NSE Symbol: KAYA

Subject: Outcome of Board Meeting held today i.e., May 19, 2021

Dear Sir/ Madam,

This is to inform you that the Board of Directors of Kaya Limited at its meeting held today i.e. Wednesday, May 19, 2021 has, interalia,

• a. approved the Standalone and Consolidated Audited Financial Results of the Company, for the quarter and financial year ended March 31, 2021;
• b. Appointed Mr. Rishabh Mariwala (DIN 03072284), (son of Mr. Harsh Mariwala, Chairman & Managing Director) as an Additional Non-Executive Director on Board, w.e.f. May 19, 2021;

The appointment of Mr. Rishabh Mariwala shall be subject to the approval of the shareholders at the 18th Annual General Meeting.

c. Accepted the resignation of Ms. Ameera Shah (DIN 00208095), Independent Director of the Company w.e.f. May 19, 2021. Further, the Company has received a confirmation from Ms. Ameera Shah that there are no material reasons for her resignation other than those mentioned in her resignation letter.

Registered Office: Kaya Limited, Marks, 23/C, Mahal Inductries Estate, Mahakali Caves Road, Near Paper Box Lane, Andheri (E), Mumbai 400 093. Tel.:91-22-66195000. Website: www.kaya.in

In view of the above, please find enclosed herewith a copy of the following:

• a. Standalone and Consolidated Audited Financial Results for the quarter and year ended March 31, 2021
• b. Audit Report by the Statutory Auditors of the Company on the aforesaid Audited Financial Results.
• c. Brief Profile of Mr. Rishabh Mariwala.
• d. Copy of the resignation letter of Ms. Ameera Shah.
• e. A declaration with respect to Audit Report with unmodified opinion to the audited financial results.

The Board meeting commenced at 11:30 a.m. and concluded at 4:00 p.m.

Thanking you.

For Kaya Limited,

NITIKA SUNNY NIRMAL Digitally signed by NITIKA SUNNY NIRMAL DN: c=IN, o=Personal, postalCode=421203, st=Maharashtra, serialNumber=083f50e78df7e9a31f566f8 e198a3fe87a76286287839b07133410f603 959ab1, cn=NITIKA SUNNY NIRMAL Date: 2021.05.19 16:04:39 +05'30'

Nitika Dalmia Company Secretary & Compliance Officer

Encl: A/a

BSR&Co.LLP

Chartered Accountants

14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400 063

Telephone: +91 22 6257 1000 +91 22 6257 1010 Fax:

Independent Auditors' Report

To the Board of Directors of Kaya Limited

Report on the audit of the Standalone Annual Financial Results

Opinion

We have audited the accompanying standalone annual financial results of Kaya Limited (hereinafter referred to as the "Company") for the year ended 31 March 2021, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone annual financial results:

• are presented in accordance with the requirements of Regulation 33 of the Listing Regulations a. in this regard; and
• $\mathbf{b}$ . give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the net loss and other comprehensive loss and other financial information for the year ended 31 March 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under Section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditors' Responsibilities for the Audit of the Standalone Annual Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our opinion on the standalone annual financial results.

Emphasis of Matter

We draw attention to Note 5 to the standalone financial results, which explains the management's assessment of going concern assumption and financial impact on account of various factors including COVID 19 pandemic situation and its assertion that based on best estimates made by it, the Company will continue as a going concern i.e., continue its operations and will be able to discharge its liabilities for the foreseeable future, despite the significant impact of COVID-19 and factors which continue to evolve and are therefore highly dependent on future circumstances.

Our opinion is not modified in respect of this matter

Kaya Limited

Management's and Board of Directors' Responsibilities for the Standalone Annual Financial Results

These standalone annual financial results have been prepared on the basis of the standalone annual financial statements.

The Company's Management and the Board of Directors are responsible for the preparation and presentation of these standalone annual financial results that give a true and fair view of the net profit/loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone annual financial results, the Management and the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Standalone Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

$\blacksquare$ Identify and assess the risks of material misstatement of the standalone annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Kaya Limited

Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results (Continued)

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting $\bullet$ estimates and related disclosures in the standalone annual financial results made by the Management and Board of Directors;
• Conclude on the appropriateness of the Management and Board of Directors use of the going $\bullet$ concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern; and
• Evaluate the overall presentation, structure and content of the standalone annual financial results, $\bullet$ including the disclosures, and whether the standalone annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

The standalone annual financial results include the results for the quarter ended 31 March 2021 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

For B S R & Co. LLP Chartered Accountants Firm's Registration No: 101248W/W-100022

RAJESH MEHRA Digitally signed by RAJESH MEHRA

Rajesh Mehra Partner Membership No: 103145 UDIN:21103145AAAABW4259

Mumbai 19 May 2021

Kaya Limited Standalone Balance Sheet as at 31 March 2021

		(Rs. in lakhs)
Particulars	31 March 2021(Audited)	31 March 2020(Audited)
ASSETS
Non-current assets
Property, plant and equipment	2,308.22	3,211.82
Right-of-use assets	6,840.11	8,032.80
Intangible assets	27.85	30.00
Intangible assets under development	88.99	48.91
Financial assets
Investment in subsidiaries	11,444.09	9,962.12
Loans	1,186.97	1,528.62
Other financial assets		2.07
Income tax assets	3.85	8.17
Other non-current assets	45.86	36.43
	21,945.94	22,860.94
Current assets
Inventories	2,282.95	2,962.23
Financial assets
Investments	1,135.17	1,878.46
Trade receivables	456.86	641.73
Cash and cash equivalents	193.49	77.86
Bank balances other than above	52.51	48.56
Loans	867.72	788.03
Other financial assets	243.47	345.05
Other current assets
	527.21	729.47
TOTAL ASSETS	5,759.38	7,471.39
	27,705.32	30,332.33
EQUITY AND LIABILITIES
Equity
Share capital	1,306.41	1,306.41
Other equity	8,888.76	10,188.75
	10,195.17	11,495.16
Liabilities
Non-current liabilities
Financial liabilities
Borrowings	2,129.62	904.71
Lease liabilities	5,966.08	7,159.26
Provisions	185.09	149.72
	8,280.79	8,213.69
Current liabilities
Financial liabilities
Lease liabilities	2,213.41	2,195.04
Trade payables
Total outstanding dues of Micro enterprises andSmall enterprises	127.14	158.24
Total outstanding dues of creditors other than	833.87	1,192.39
Micro enterprises and Small enterprises
Other financial liabilities	256.51	261.17
Other current liabilities	5,616.83	6,664.69
Provisions	181.60	151.95
	9,229.36	10,623.48
TOTAL EQUITY AND LIABILITIES	27,705.32	30,332.33

Statement of Standalone Financial Results for the quarter and year ended 31 March 2021

		(Rs. in lakhs)
		Quarter ended				Year ended
Sr.	Particulars	31 March	31 December	31 March	31 March	31 March
No.		2021	2020	2020	2021	2020
		Refer Note 8	(Unaudited)	Refer Note 8	(Audited)	(Audited)
$\mathbf{1}$	Income
	(a) Revenue from operations	4,173.95	4,105.92	4,462.96	11,707.05	20,434.36
	(b) Other income (Refer Note 6)	174.92	178.26	466.54	1,250.79	855.81
	Total income	4,348.87	4,284.18	4,929.50	12,957.84	21,290.17
$\overline{2}$	Expenses
	(a) Cost of materials consumed	268.86	300.61	311.77	715.89	1.433.47
	(b) Purchase of stock-in-trade	111.51	7.59	47.28	145.33	266.17
	(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade	8.31	14.34	50.02	214.65	27.77
	(d) Employee benefits expense	1,007.19	853.94	1,123.12	3,202.03	5,384.55
	(e) Finance costs	283.10	288.17	298.22	1,116.99
						1,206.37
	(f) Depreciation and amortisation expense	786.23	782.32	1,380.25	3,197.49	4,450.11
	(g) Impairment loss	25.51			25.51
	(h) Consumption of stores and spares	565.57	537.33	532.84	1,712.82	2,283.49
	(i) Other expenses	1,187.69	1,244.11	1,779.97	4,039.16	7,525.61
	Total expenses	4,243.97	4,028.41	5,523.47	14,369.87	22,577.54
3	Profit/(loss) before tax $(1 - 2)$	104.90	255.77	(593.97)	(1,412.03)	(1, 287.37)
$\overline{4}$	Tax expense:
	(a) Current tax
	(b) Deferred tax charge (Refer Note 7)			$\blacksquare$		2,106.66
	Total tax expense					2,106.66
5	Net profit/(loss) for the period $(3 - 4)$	104.90	255.77	(593.97)	(1.412.03)	(3,394.03)
6
	Other comprehensive income / (loss) (gross of tax)
	(a) Items that will not be reclassified to profit or loss	17.94	(10.70)	(26.22)	(14.16)	(42.80)
	Tax on above
	(b) Items that will be reclassified to profit or loss
	Tax on above
	Total other comprehensive income / (loss) (net of income tax)	17.94	(10.70)	(26.22)	(14.16)	(42.80)
7	Total comprehensive income / (loss) for the period $(5 + 6)$	122.84	245.07	(620.19)	(1,426,19)	(3, 436, 83)
8	Paid-up equity share capital	1,306.41	1,306.41	1.306.41	1,306.41	1,306.41
	Face value per equity share	10.00	10.00	10.00	10.00	10.00
9	Earnings per equity share (of Rs. 10 each) (not annualised):
	(a) Basic	0.80	1.96	(4.55)	(10.81)	(25.98)
	(b) Diluted	0.80	1.96	(4.55)	(10.81)	(25.98)
	See accompanying notes to the standalone financial results

Kaya Limited Standalone Statement of Cash Flows for the year ended 31 March 2021

			(Rs. in lakhs)
		31 March 2021	31 March 2020
A	Cash Flow from Operating Activities:
	Loss before tax	(1,412.03)	(1, 287.37)
	Adjustments:
	Depreciation and amortisation expenseImpairment loss	3.197.4925.51	4,450.11
	Employee share-based payment expenses		36.53
	Liabilities written back to the extent no longer required (net)	(20.77)	(52.89)
	Provision for doubtful debts	11.07
	Finance costs	1,116.99	1,206.37
	Profit on sale / discarding of property, plant and equipment (net)	(3.95)	(1.49)
	Interest income	(44.26)	(165.83)
	Unrealised foreign exchange loss / (gain)	42.88	(27.74)
	Net gain on sale of current investments	(40.82)	(95.61)
	Unwinding of discount on security deposits	(105.70)	(214.90)
	Advances written off during the year	13.23	55.78
	Net gain on lease modification	(47.86)	(245.73)
	Lease rent concessions	(948.19)
	Operating profit before working capital changes	1,783.59	3,657.23
	Changes in working capital:
	Decrease in inventories	679.28	439.61
	Decrease / (increase) in trade and other receivables	124.00	(60.48)
	Decrease in other assets	200.33	36.79
	Decrease / (increase) in loans	306.90	(67.51)
	Decrease / (increase) in financial assets	79.33	(20.68)
	(Decrease) in other current liabilities	(1,047.86)	(829.46)
	(Decrease) in Other financial liabilities	(23.36)	(99.77)
	Increase in provisions	72.90	8.71
	(Decrease) in trade and other payables	(368.85)	(219.63)
	Cash generated from operations	1,806.26	2,844.81
	Income taxes (paid) / refund	4.32	379.19
	Net Cash generated from Operating Activities (A)	1,810.58	3,224.00
В	Cash Flow from Investing Activities:
	Acquisition of property, plant and equipment	(78.72)	(473.51)
	Proceeds from sale of investments	8,541.74	16,683.92
	Acquisition of investments	(7,757.63)	(17,023.90)
	Investment in subsidiary	(1,481.97)	(511.01)
	Proceeds from sale of property, plant and equipment	5.43	4.40
	Interest income received	66.51	149.00
	Investment in bank deposits (having original maturity more than 3 months)	(1.88)	(5.13)
	Net Cash (used in) Investing Activities (B)	(706.52)	(1, 176.23)
C.	Cash Flow from Financing Activities:
	Proceeds from loans and borrowings	1,269.00	1,200.00
	Repayment of lease liabilities including interest	(2,074.40)	(3,508.82)
	Finance costs paid	(183.03)	(78.29)
	Net Cash (used in) Financing Activities (C)	(988.43)	(2,387.11)
D	Net (Decrease)/Increase in Cash and Cash Equivalents (A+B+C)	115.63	(339.34)
	Cash and cash equivalents at the beginning of the year	77.86	417.20
	Cash and cash equivalents at the close of the year	193.49	77.86

Kaya Limited Notes to the Kaya Limited Standalone financial results:

1. This statement has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.

2. The above results were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on on 19 May 2021. These financial results have been audited by the statutory auditors of the Company who have issued an unmodified audit report and are available on the company's website - http://www.kaya.in.

3. The Company has single operating segment viz. "Skin Care and Hair Care Business" in terms of Ind AS 108 - "Operating Segments".

4. Following are the particulars of Employee Stock Options pursuant to various schemes:

Particulars	Quarter ended31 March 2021	Quarter ended31 March 2020
Balance at the beginning of the quarter	33.740	61,456
Granted during the quarter
Forfeited / lapsed during the quarter	33.740	5,882
Exercised during the quarter
Outstanding at the end of the quarter		55,574

1. The beauty, wellness and personal care retail industry as a whole has been adversely impacted by various factors including the spread of COVID-19. The Company faces significant headwinds due to COVID-19 which have impacted the operations of the Company adversely starting from the month of March 2020 onwards particularly by way of clinic closures due to complete lockdown. This unprecedented disruption has had an adverse impact on the performance during the year and continues to impact the business. In this crisis, our priorities are to protect the employees and their families from COVID-19, besides our customers visiting our clinics and the society associated with it. We do not anticipate material risk to business prospects over the medium to long term.

The Company resumed clinic operations from first week of June 2020 and has been operating the clinics for the rest of the year, as permitted by the Government and Local/Regulatory authorities, with controlled movement, maintaining social distancing, taking appropriate hygiene measures and following the directions of regulatory authorities. Overall business is based on fixed cost model, so based on profitability and future potential of the clinics, the Company has shut down around 23 clinics located in India during the year.

The Management has evaluated the impact of existing and anticipated effects of various factors including COVID-19 on its business operations and financial position on the basis of significant assumptions as per its review of current indicators of future economic conditions and taken necessary steps. Also, Management has made the best estimate in relation to the duration and severity of these consequences, as well as their impact on the financial position and results of the Company, including assessment for future periods in respect of certain significant estimates and judgements in respect of certain financial and non-financial assets, and on the going concern assumption. Management believes that the pandemic is not likely to impact the recoverability of the carrying value of its assets used for the preparation of these standalone financial results, other than the clinic shut down as referred above.

Also, the management has taken measures to mitigate adverse impact on the business, which inter alia includes:

• Reduction in salaries at various levels across the organization
• Reduction in fixed overheads
• Reduction/waiver of rent for its various clinics during lockdown and renegotiation for the future

Based on internal review, the Company would require funds for its operations. The Company continues to enjoy financial support from the promoter group and has also received funding from them during the year. As per the management, the Company has sufficient financing arrangements to fulfil its working capital requirements and necessary capital expenditure, in addition to the funds expected to be generated from the operating activities.

The Company is closely monitoring the developments and possible effects that may result from the current pandemic on its financial condition, liquidity and operations and is actively working to minimize the impact of this unprecedented situation. As the situation is continuously evolving, the eventual impact may be different from the estimates made as of the date of approval of these Results.

Based on the aforesaid assessment, Management believes that as per estimates made prudently, the Company will continue to operate as a going concern i.e., continue its operations and will be able to discharge its liabilities and realise the carrying amount of its assets as on 31 March 2021 despite the significant impact of COVID-19 and factors which continue to evolve and are therefore highly dependent on future circumstances.

1. Other income for the quarter and year ended 31 March 2021, includes Rs 101.83 lakhs and Rs 948.19 lakhs respectively on account of rent concessions as the Company has availed practical expedient of Ind AS 116.

2. As at 31 March 2018, the Company had recognised deferred tax assets on tax losses including unabsorbed depreciation and other items on the basis of reasonable certainty that the same will be utilised against taxable profits in future. Based on internal and external factors, the Company has reassessed and reversed the deferred tax assets of Rs 2,106.66 lakhs during year ended 31 March 2020 recognised in earlier years.

3. The figures of last quarter, are the balancing figures between audited figures in respect of the full financial year and the unaudited published year to date figures up to the third quarter of the respective financial year, which were subjected to review.

4. Previous period's figures have been regrouped/reclassified wherever required to make them comparable with the figures for the current period.

Place: Mumbai

RAJESH Digitally signed by MEHRA Date: 2021.05.19

Harsh Mariwala

Digitally signed byHarshraj CharandasMariwala Harshrai Charandas ivianiwalaDate: 2021 05 19 Mariwala $14.14.33 + 05'30$ Chairman and Managing Director

BSR&Co.LLP

Chartered Accountants

14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400 063

Telephone: +91 22 6257 1000 +91 22 6257 1010 Fax:

Independent Auditors' Report

To the Board of Directors of Kaya Limited

Report on the audit of the Consolidated Annual Financial Results

Opinion

We have audited the accompanying consolidated annual financial results of Kaya Limited (hereinafter referred to as the "Holding Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group") for the year ended 31 March 2021, attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate audited financial statements / information of the subsidiaries, the aforesaid consolidated annual financial results:

• Name of the Entity Relationship a) KME Holdings Pte. Ltd. Subsidiary $b)$ Kaya Middle East DMCC Subsidiary c) Kaya Middle East FZE Step-down subsidiary d) Iris Medical Centre LLC Step-down subsidiary Minal Medical Centre LLC - Dubai $e)$ Step-down subsidiary h. Minal Medical Centre LLC - Sharjah Step-down subsidiary

• include the annual financial results of the following entities:

• b. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

• give a true and fair view in conformity with the recognition and measurement principles laid $\mathbf{c}$ . down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the consolidated net loss and other comprehensive income and other financial information of the Group for the year ended 31 March 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under Section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditors' Responsibilities for the Audit of the Consolidated Annual Financial Results section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

Kaya Limited

Basis for Opinion (Continued)

We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in sub paragraph (a) of the "Other Matters" paragraph below, is sufficient and appropriate to provide a basis for our opinion on the consolidated annual financial results.

Emphasis of Matter

We draw attention to Note 4 to the consolidated annual financial results, which explains the management's assessment of going concern assumption and financial impact on account of various factors including COVID 19 pandemic situation and its assertion that based on best estimates made by it, the Group will continue as a going concern i.e., continue its operations and will be able to discharge its liabilities for the foreseeable future, despite the significant impact of COVID-19 and factors which continue to evolve and are therefore highly dependent on future circumstances.

Our opinion is not modified in respect of this matter

Management's and Board of Directors' Responsibilities for the Consolidated Annual Financial Results

These consolidated annual financial results have been prepared on the basis of the consolidated annual financial statements.

The Holding Company's Management and the Board of Directors are responsible for the preparation and presentation of these consolidated annual financial results that give a true and fair view of the consolidated net profit/loss and other comprehensive income and other financial information of the Group in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Management and Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated annual financial results by the Management and the Directors of the Holding Company, as aforesaid.

In preparing the consolidated annual financial results, the Management and the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group is responsible for overseeing the financial reporting process of each company.

Independent Auditors' Report (Continued) Kaya Limited

Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated annual financial results, $\bullet$ whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section $143(3)$ (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• $\bullet$ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated financial results made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going $\bullet$ concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated annual financial $\bullet$ results, including the disclosures, and whether the consolidated annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial results of the entities within $\bullet$ the Group to express an opinion on the consolidated annual financial results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entities included in the consolidated annual financial results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in para (a) of the section titled "Other Matters" in this audit report.

Kaya Limited

Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results (Continued)

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated annual financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular No CIR/CFD/CMD1/44/2019 issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Other Matters

(a) The consolidated annual financial results include the audited financial results of six subsidiaries (including step-down subsidiaries), whose financial statements reflect total assets (before consolidation adjustments) of Rs. 31,469.49 lakhs as at 31 March 2021, total revenue (before consolidation adjustments) of Rs. 16,200.99 lakhs and total net loss after tax (before consolidation adjustments) of Rs. 1,984.22 lakhs and net cash inflows of Rs 378.79 lakhs for the year ended on that date, as considered in the consolidated annual financial results, which have been audited by their respective independent auditors. The independent auditors' reports on financial statements / information of these entities have been furnished to us by the management and our opinion on the consolidated annual financial results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in paragraph above.

Our opinion on the consolidated annual financial results is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.

(b) The consolidated annual financial results include the results for the quarter ended 31 March 2021 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

For $B S R & Co. LLP$ Chartered Accountants Firm's Registration No: 101248W/W-100022

Digitally signed by RAJESH MEHRA Date: 2021.05.19 14:39:51 +05'30'

Rajesh Mehra Partner Membership No: 103145 UDIN: 21103145AAAABX7731

Mumbai 19 May 2021

Kaya Limited
Consolidated Balance Sheet as at 31 March 2021
Particulars	31 March 2021	(Rs. in lakhs)31 March 2020
	(Audited)	(Audited)
ASSETS
Non-current assets
Property, plant and equipment	6,406.22	8,420.46
Capital work-in-progress	55.50	41.28
Right-of-use asset	10,994.62	12,251.35
Goodwill	10,423.15	9,538.64
Intangible assets
Other intangible assets	27.86	78.18
Intangible assets under development	88.99	48.91
Financial assets
Loans	930.64	918.79
Other financial assets		2.07
Income tax assets	3.85	8.17
Other non-current assets	85.97	98.82
	29,016.80	31,406.67
Current assets
Inventories	2,763.31	3,600.22
Financial assets
Investments	1,135.17	1,878.46
Trade receivables	331.34	513.77
Cash and cash equivalents	1,225.08	730.66
Bank balances other than above	52.51	48.56
Loans	808.03	1,101.76
Other financial assets	142.75	45.88
Other current assets	1,328.75	1,554.62
	7,786.94	9,473.93
TOTAL ASSETS	36,803.74	40,880.60
EQUITY AND LIABILITIES
Equity
Share capital	1,306.41	1,306.41
Other equity	4,141.53	6,857.84
	5,447.94	8,164.25
Non-controlling interest	37.24	67.14
Liabilities
Non-current liabilitiesFinancial liabilities
Borrowings	2,861.23	2,217.36
Lease liabilities	8,874.72	10,300.24
Provisions	1,407.37	1,250.38
Current liabilities	13,143.32	13,767.98
Financial liabilities
Lease liabilities
	3,558.29	3,450.06
Trade payables
Total outstanding dues of Micro enterprises and	127.14	158.24
Small enterprises
Total outstanding dues of creditors other than	3,128.55	2,898.33
Micro enterprises and Small enterprisesOther financial liabilities
	1,676.72	1,266.05
Other current liabilities	9,002.03	10,390.23
Provisions	682.51	718.31
	18,175.24	18,881.22
TOTAL EQUITY AND LIABILITIES	36,803.74	40,880.60

Statement of Consolidated Financial Results for the quarter and year ended 31 March 2021

		Year ended				(Rs. in lakhs)
		31 March	Quarter ended31 December	31 March	31 March	31 March
Sr.No.	Particulars	2021	2020	2020	2021	2020
		Refer Note 7	(Unaudited)	Refer Note 7	(Audited)	(Audited)
$\mathbf{1}$	Income
	(a) Revenue from operations	8,920.57	8,789.22	8.707.82	27,496.72	39,321.79
	(b) Other income (Refer Note 5)	272.54	209.83	516.47	1,478.50	861.63
	Total income	9,193.11	8,999.05	9,224.29	28,975.22	40,183.42
2	Expenses
	(a) Cost of materials consumed	268.86	300.61	311.77	715.89	1,433.47
	(b) Purchase of stock-in-trade	111.51	7.59	47.28	145.33	266.17
	(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade	8.31	14.34	50.02	214.65	27.77
	(d) Employee benefits expense	3,436.21	3,176.56	3,422.36	11,528.13	14,564.02
	(e) Finance costs	379.54	366.68	496.74	1,479.87	1,674.09
	(f) Depreciation and amortisation expense	1,545.06	1,463.16	2,173.05	6,014.42	7,525.78
	(g) Impairment loss	25.51		28.47	25.51	28.47
	(h) Consumption of stores and spares	1,287.83	1,342.99	1,228.40	4,309.65	5,442.46
	(i) Other expenses	2,345.05	2,274.20	2,916.62	8,282.81	12,525.15
	Total expenses	9,407.88	8,946.13	10,674.71	32,716.26	43,487.38
3	$(Loss)/Profit$ before tax $(1 - 2)$	(214.77)	52.92	(1,450.42)	(3,741.04)	(3,303.96)
$\overline{4}$	Tax expense:
	(a) Current tax	$\overline{\phantom{a}}$	۰	$\overline{a}$
	(b) Deferred tax (Refer note 6)		۰			2,106.66
	Total tax expense		$\blacksquare$			2,106.66
5	$(Loss)/Profit$ for the period $(3 - 4)$	(214.77)	52.92	(1,450.42)	(3,741.04)	(5,410.62)
6	Other comprehensive income (gross of tax)
	(a) Items that will not be reclassified to profit or loss	128.94	(20.87)	(67.72)	66.32	(83.49)
	Tax on above
	(b) Items that will be reclassified to profit or loss
	Tax on above
	Total other comprehensive income (net of income tax)	128.94	(20.87)	(67.72)	66.32	(83.49)
$\tau$	Total comprehensive income for the period $(5 + 6)$	(85.83)	32.05	(1,518.14)	(3,674.72)	(5, 494.11)
8	Net profit/(loss) attributable to:
	Owners of the Company	(237.53)	21.43	(1,436.23)	(3,801.37)	(5,442.35)
	- Non Controlling Interest	22.76	31.49	(14.19)	60.33	31.73
	Total comprehensive income attributable to:
	Owners of the Company	(108.59)	0.56	(1,503.95)	(3,735.05)	(5,525.84)
	- Non Controlling Interest	22.76	31.49	(14.19)	60.33	31.73
9	Paid-up equity share capital	1,306.41	1,306.41	1,306.41	1,306.41	1,306.41
	Face value per equity share	10.00	10.00	10.00	10.00	10.00
10	Earnings per equity share (of Rs. 10 each) (not annualised):
	(a) Basic	(1.82)	0.16	(10.99)	(29.10)	(41.66)
	(b) Diluted	(1.82)	0.16	(10.99)	(29.10)	(41.66)
	See accompanying notes to the consolidated financial results

Kaya LimitedConsolidated Statement of Cash Flows for the year ended 31 March 2021

	Consonuateu statement of Cash Flows for the year		(Rs. in lakhs)
		31 March 2021	31 March 2020
A	Cash Flow from Operating Activities:
	Loss before tax	(3,741.04)	(3,303.96)
	Adjustments:
	Depreciation and amortisation expense	6,014.4225.51	7,525.7828.47
	Impairment lossEmployee share-based payment expenses		41.47
	Liabilities written back to the extent no longer required (net)	(51.68)	(52.89)
	Provision for doubtful debts	11.07
	Finance cost	1,479.87	1,674.09
	Profit on sale / discarding of property, plant and equipment (net)	(3.65)	(1.49)
	Interest income	(19.37)	(126.21)
	Profit on sale of current investments	(40.82)	(95.61)
	Unwinding of discount on security deposits	(105.70)	(277.75)
	Advances written off during the year	13.23	55.78
	Unrealised foreign exchange loss / (gain)	42.88	(27.74)
	Net gain on lease modification	(47.86)	(245.73)
	Lease rental income	(1,190.88)
	Operating profit before working capital changes	2,385.98	5.194.21
	Changes in working capital:
	Decrease in Inventories	836.91	720.27
	Decrease in Trade and Other Receivables	114.15	53.10
	Decrease in other assets	209.63	353.78
	Decrease in loans	303.73	281.03
	(Increase) / Decrease in financial assets	(96.87)	135.01
	Increase / (Decrease) in Other financial liabilities	331.13	(839.59)
	(Decrease) in Other current liabilities	(1,388.20)	(1,629.86)
	Increase in Provisions	209.55	388.84
	Increase / (Decrease) in trade and other payables	250.80	(309.86)
	Cash generated from operations	3,156.81	4,346.93
	Income taxes (paid) / refund	4.32	379.19
	Net Cash generated from Operating Activities (A)	3,161.13	4,726.12
В	Cash Flow from Investing Activities:
	Acquisition of property, plant and equipment	(287.98)	(917.31)
	Proceeds from sale of property, plant and equipment	7.18	4.40
	Proceeds from sale of investments	8,541.74	16,683.92
	Acquisition of investments	(7,757.63)	(17,023.90)
	Interest income received	19.37	126.21
	Investment in bank deposits (having original maturity more than 3 months)	(1.88)	(5.13)
	Dividend paid to Minority Shareholders	(88.20)	(84.22)
	Net Cash generated from / (used in) Investing Activities (B)	432.60	(1, 216.03)
C	Cash Flow from Financing Activities:
	Repayment of loans and borrowings	(581.04)	(586.62)
	Proceeds from loans and borrowings	1,269.00	1,200.00
	Repayment of lease liabilities including interest	(3,475.93)	(5,056.69)
	Finance costs paid	(286.16)	(249.52)
	Net Cash (used in) Financing Activities (C)	(3,074.13)	(4,692.83)
D	Effect of exchange difference on translation of foreign currency cash and cash equivalents	(25.18)	51.51
E		494.42	(1, 131.24)
	Net Increase in Cash and Cash Equivalents $(A+B+C+D)$Cash and cash equivalents at the beginning of the year	730.66	1,861.90
	Cash and cash equivalents at the close of the year	1,225.08	730.66

Kava Limited Notes to the Kava Limited Consolidated financial results:

1. This statement has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.

2. The above results were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on on 19 May 2021. These financial results have been audited by the statutory auditors of the Company who have issued an unmodified audit report and are available on the company's website http://www.kaya.in.

3. The Group has single operating segment viz. "Skin Care and Hair Care Business" in terms of Ind AS 108 - "Operating Segments".

4. The beauty, wellness and personal care retail industry as a whole has been adversely impacted by various factors including the spread of COVID-19. The Group faces significant headwinds due to COVID-19 which have impacted the operations of the Group adversely starting from the month of March 2020 onwards particularly by way of clinic closures due to complete lockdown. This unprecedented disruption has had an adverse impact on the performance during the year and continues to impact the business. In this crisis, our priorities are to protect the employees and their families from COVID-19, besides our customers visiting our clinics and the society associated with it. We do not anticipate material risk to business prospects over the medium to long term.

The Group has begun restoration of clinic operations in UAE from second fortnight of May 2020 and in India from first week of June 2020 and has been operating the clinics for the rest of the year, as permitted by the Government and Local/Regulatory authorities, with controlled movement, maintaining social distancing, taking appropriate hygiene measures and following the directions of regulatory authorities. Overall business is based on fixed cost model, so based on profitability and future potential of the clinics, the Holding Company has shut down around 23 clinics located in India during the year.

The Management has evaluated the impact of existing and anticipated effects of various factors including COVID-19 on its business operations and financial position on the basis of significant assumptions as per its review of current indicators of future economic conditions and taken necessary steps. Also, Management has made the best estimate in relation to the duration and severity of these consequences, as well as their impact on the financial position and results of the Group, including assessment for future periods in respect of certain significant estimates and judgements in respect of certain financial and nonfinancial assets, and on the going concern assumption. Management believes that the pandemic is not likely to impact the recoverability of the carrying value of its assets used for the preparation of these consolidated financial results, other than the clinic shut down as referred above.

Also, the management has taken measures to mitigate adverse impact on the business, which inter alia includes:

• Reduction in salaries at various levels across the organization
• Reduction in fixed overheads
• Reduction/ waiver of rent for its various clinics during lockdown and renegotiation for the future

Based on internal review, the Group would require funds for its operations. The Group continues to enjoy financial support from the promoter group and has also received funding from them during the year. As per the management, the Group has sufficient financing arrangements to fulfil its working capital requirements and necessary capital expenditure, in addition to the funds expected to be generated from the operating activities.

The Group is closely monitoring the developments and possible effects that may result from the current pandemic on its financial condition, liquidity and operations and is actively working to minimize the impact of this unprecedented situation. As the situation is continuously evolving, the eventual impact may be different from the estimates made as of the date of approval of these Results.

Based on the aforesaid assessment, Management believes that as per estimates made prudently, the Group will continue to operate as a going concern i.e., continue its operations and will be able to discharge its liabilities and realise the carrying amount of its assets as on 31 March 2021 despite the significant impact of COVID-19 and factors which continue to evolve and are therefore highly dependent on future circumstances.

1. Other income for the quarter and year ended 31 March 2021 includes Rs 200.31 lakhs and Rs 1,190.88 lakhs respectively on account of rent concessions as the Group has availed practical expedient of Ind AS 116.

2. As at 31 March 2018, the Holding Company had recognised deferred tax assets on tax losses including unabsorbed depreciation and other items on the basis of reasonable certainty that the same will be utilised against taxable profits in future. Based on internal and external factors, the Holding Company has reassessed and reversed the deferred tax assets of Rs 2,106.66 lakhs during year ended 31 March 2020 recognised in earlier years.

3. The figures of last quarter, are the balancing figures between audited figures in respect of the full financial year and the unaudited published year to date figures up to the third quarter of the respective financial year, which were subjected to review.

4. Previous period's figures have been regrouped/reclassified wherever required to make them comparable with the figures for the current period.

Place: Mumbai

RAJESH Digitally signed by MEHRA Date: 2021.05.19

Harsh Mariwala Digitally signed by Harshraj Harshrai Charandas Charandas Mariwala MariwalaDate: 2021.05.1914:48:40 +05'30' Mariwala Chairman and Managing Director

Date: 19 May 2021

Brief Profile - Mr. Rishabh Mariwala

Mr. Rishabh Mariwala, is a second generation family business entrepreneur. He is a graduate from Zarb School of Business, Hofstra University, New York, USA. An avid learner, he has undergone different executive courses from various universities. In 2010, he chose to become an entrepreneur where he could appreciate managing a business in its entirety. He launched a new business line "Soap Opera" catering to the masstige and luxury consumer segment. His passion for innovative product formulations and the deep consumer insight was instrumental in introducing the luxury range of skincare products called "PureSense" in 2016. While working on Puresense, Rishabh founded Sharrp Ventures - the Mariwala Family Office, and presently heads the same. Sharrp Ventures is engaged in public markets, private equity and venture capital. This experience has provided him great insight into India's vibrant start-up space and immense learning about global best practices of cutting edge new businesses in both the digital and offline space. Having undertaken various responsibilities, Rishabh has acquired overall entrepreneurial hands-on experience across all aspects of the business.

May 19, 2021

To, The Board of Directors Kaya Limited

Sub: Resignation from the position of Independent Director.

Dear Sir(s)

I, Ameera Shah (DIN 00208095), due to my other professional commitments, tender my resignation from the Directorship of Kaya Limited, with immediate effect.

I would further like to confirm that there is no other material reason other than the personal reason for my resignation from the board of the company This is to be taken on record and for taking further actions.

Thanking You,

Yours sincerely,

Ameera Shah

May 19, 2021

To, BSE Limited Market Operations Department, 1st Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 BSE Scrip Code: 539276

National Stock Exchange of India Limited 'Exchange Plaza', 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra(E), Mumbai 400051 NSE Symbol: KAYA

Subject: Declaration pursuant to Regulation 33(3)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/ Madam,

Pursuant to Regulation 33(3)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby declare that the Statutory Auditors of the Company have issued Audit Report on audited financial results (Standalone and Consolidated) for the financial year ended March 31, 2021 with unmodified opinion.

Thanking you. For Kaya Limited,

Saurabhk umar $P$ / Shah

Saurabh Shah Chief Financial Officer