Kaya Limited — Capital/Financing Update 2021

Jun 8, 2021

June 8, 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

Sub.: Intimation under Regulation 30 read with Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015.

Dear Sir/ Madam,

We would like to inform you that Kaya Middle East DMCC ("DMCC") the wholly owned subsidiary of the Company, is transferring the business under Minal Medical Centre LLC, Sharjah, subsidiary of DMCC to an entity to be incorporated in Dubai under the name M M C Skin Care LLC, Dubai, (proposed name), which would also be a subsidiary of DMCC.

This transfer of business is to counter the operational and regulatory challenges faced by the business in Sharjah. The relocation is within the radius of 10kms, however, in a different Emirate. The existing assets & liabilities of Minal Medical Centre, LLC Sharjah would be transferred to the new entity being incorporated in Dubai and shall be operated with the existing resources and equipment.

The transfer would be completed in two parts, viz.,

• a. Incorporation of M M C Skin Care LLC, Dubai (Annexure 'A') and
• b. Winding up of Minal Medical Centre LLC, Sharjah. (Annexure 'B')

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circular No. CIR/CFO/CMD/4/2015 dated September 9, 2015 are given in Annexure 'A' and Annexure 'B' to this letter.

Thanking you. For Kaya Limited, NITIKA SUNNY NIRMAL Digitally signed by NITIKA SUNNY NIRMAL DN: c=IN, o=Personal, postalCode=421203, st=Maharashtra, serialNumber=083f50e78df7e9a31f566f8e198a 3fe87a76286287839b07133410f603959ab1, cn=NITIKA SUNNY NIRMAL

Date: 2021.06.08 17:27:23 +05'30'

Nitika Dalmia Company Secretary & Compliance Officer Encl: A/a

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

CIN: L85190MH2003PLC139763

Details as per the Securities and Exchange Board of India circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015

Name of the target entity, details in brief such as size, turnover etc Proposed Name: M M C Skin Care LLC City, Country: Dubai, United Arab Emirates Paid up capital: Dirhams Three Hundred Thousand (AED 300,000) Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arm's length" The initial subscription does not fall within the purview of Related Party Transaction for Kaya Limited. Consequent to the incorporation, the entity will become a stepdown subsidiary of the Company. Industry to which the entity being acquired belongs; Skin & Laser clinics Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity) Business under Minal Medical Centre LLC, Sharjah, subsidiary of DMCC, wholly owned subsidiary of the Company, would be transferred to an entity to be incorporated in Dubai under the name M M C Skin Care LLC, Dubai, (proposed name), which would also be a subsidiary of DMCC. New entity would be incorporated in Dubai, UAE as a relocation of the existing entity, viz., Minal Medical Centre LLC, in Sharjah, UAE Post incorporation, existing assets & liabilities of Minal Medical Centre LLC, Sharjah would be transferred to the new entity

Annexure – A : - Incorporation of M M C Skin Care LLC, Dubai

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

Brief details of any governmental or regulatoryapprovals required for the acquisition	Not applicable
Indicative time period for completion of theacquisition	Theentireprocessofincorporationandtransferofbusinessisexpectedtobecompleted in six months.
Natureofconsideration-whethercashconsideration or shareswap and details of thesame	Cash
Cost of acquisition or the price at which theshares are acquired	AED 225,000(75% of proposed paid up capital)
Percentage of shareholding /control acquiredand /or number of shares acquired	DMCC would hold 75% in the new entity.
Brief background about the entity acquiredin terms of products/line of business acquired,date of incorporation, history of last 3 yearsturnover, country in which the acquired entityhaspresenceandanyothersignificantinformation (in brief)	Not applicable

For Kaya Limited,

Nitika Dalmia Company Secretary & Compliance Officer NITIKA SUNNY NIRMAL Digitally signed by NITIKA SUNNY NIRMAL DN: c=IN, o=Personal, postalCode=421203, st=Maharashtra, serialNumber=083f50e78df7e9a31f566f8e198 a3fe87a76286287839b07133410f603959ab1, cn=NITIKA SUNNY NIRMAL Date: 2021.06.08 17:27:57 +05'30'

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

Annexure – B : - Winding up of Minal Medical Centre LLC - Sharjah

The amount and percentage of the turnover orrevenue or income andnet worth contributed bysuch unit or division of the listed entity during thelast financial year	As on March 31, 2021,Total income :AED 27,23,758Net worth:AED 5,20,330
Date on which the agreement for sale has beenentered into	Not applicable
The expected date of completion of sale/disposal	Within 6-7 months
Consideration received from such sale/disposal	Not Applicable
Brief details of buyers and whether any of thebuyersbelongtothepromoter/promotergroup/group companies. If yes, details thereof	The business of Minal Medical Centre LLC,Sharjah, would be transferred to an entityto be incorporated in Dubai, which will bea subsidiary of DMCC.None of the Promoter/Promoter GroupCompaniesareinterestedinthistransaction.
Whether the transaction would fall within relatedparty transactions?If yes, whether the same isdone at "arm's length"	Yes
Additionally,in case of a slump sale,indicativedisclosures provided for amalgamation/merger,shallbedisclosedbythelistedentitywithrespect to such slump sale	Not applicable

For Kaya Limited,

NITIKA SUNNY NIRMAL Digitally signed by NITIKA SUNNY NIRMAL DN: c=IN, o=Personal, postalCode=421203, st=Maharashtra, serialNumber=083f50e78df7e9a31f566f8e19 8a3fe87a76286287839b07133410f603959ab 1, cn=NITIKA SUNNY NIRMAL Date: 2021.06.08 17:28:27 +05'30'

Nitika Dalmia Company Secretary & Compliance Officer

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

CIN: L85190MH2003PLC139763