Kaya Limited — Capital/Financing Update 2023

Feb 17, 2023

Kaya Limited

February 17, 2023

To, BSE Limited National Stock Exchange of India Limited Market Operations Department, 'Exchange Plaza', 5[th] Floor, 1st Floor, Phiroze Jeejeebhoy Towers, Plot No. C/1, G Block, Dalal Street, Bandra Kurla Complex, Mumbai – 400001 Bandra(E), Mumbai 400051 BSE Scrip Code: 539276 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 FZE (“KME FZE”) the step down subsidiary of the Kaya Limited ( “Company”), has acquired a 100% equity stake in Kaya Trading Limited Liability Company (“KTLLC”). Pursuant to the recent changes in regulations which have liberalized foreign ownership, foreign companies can now have 100% ownership in the UAE. Therefore, KME FZE acquired KTLLC.

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 to this letter.

Thanking you.

For Kaya Limited,

NITIKA SUNNY NIRMAL Digitally signed by NITIKA SUNNY NIRMAL DN: c=IN, o=PERSONAL, title=5132, pseudonym=31af92d55473fa9741635b5134cc73da474ccbbbb7e1de1e95662ce5769879c2, postalCode=421203, st=Maharashtra, serialNumber=083f50e78df7e9a31f566f8e198a3fe87a76286287839b07133410f603959ab1, cn=NITIKA SUNNY NIRMAL Date: 2023.02.17 08:24:51 +05'30'

Nitika Dalmia Company Secretary & Compliance Officer

Encl: A/a

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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

Kaya Limited

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

Annexure :-

Name of the target entity, details in brief such as size, turnover etc	Kaya Trading LLC (KTLLC) The turnover of the business of KT LLC (formerly, as a sole establishment of the UAE national owner) was already part of the financials of KME FZE.
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”	Not Applicable.
Industry to which the entity being acquired belongs;	Beauty and Personal Care.
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)	Earlier, KME FZE had contractual arrangements in place in respect of the business carried out by KTLLC (as a sole establishment of the UAE national owner). KME FZE was already operating and obtaining full benefits from the operations and business of KT LLC. Pursuant to the recent amendments in the foreign investment related regulations in the UAE, which liberalized the foreign investment ownership regime, a foreign company or foreign owned company in the UAE (such as KME FZE) can now have 100% ownership in companies in the UAE. The sole establishment was converted into a limited liability company (i.e. KTLLC) owned by the UAE national owner on 13February,2023.

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

Kaya Limited

	KME FZE has now acquired a 100% stake in KTLLC on 16 February, 2023.
Brief details of any governmental or regulatory approvals required for the acquisition	Not Applicable.
Indicative time period for completion of the acquisition	Not Applicable.
Nature of consideration - whether cash consideration or share swap and details of the same	Not applicable.
Cost of acquisition or the price at which the shares are acquired	Nil. Since the share capital of KT LLC of AED 100,000 is unpaid, KME FZE has not paid any amount to the UAE national owner.
Percentage of shareholding /control acquired and / or number of shares acquired	100% equivalent to 100 shares of face value AED 1,000 each.
Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	For background of acquisition, please refer to ‘Objects and effects of acquisition’ clause above. The turnover of the business of KT LLC (formerly, as a sole establishment of the UAE national owner) was already part of the financials of KME FZE. It was engaged in the business of Beauty and personal care Requisites Trading

For Kaya Limited,

NITIKA SUNNY NIRMAL Digitally signed by NITIKA SUNNY NIRMAL DN: c=IN, o=PERSONAL, title=5132, pseudonym=31af92d55473fa9741635b5134cc73da474ccbbbb7e1de1e95662ce5769879c2, postalCode=421203, st=Maharashtra, serialNumber=083f50e78df7e9a31f566f8e198a3fe87a76286287839b07133410f603959ab1, cn=NITIKA SUNNY NIRMAL Date: 2023.02.17 08:25:12 +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