Kaya Ltd Directors Report

To the Members,

Your Directors present the 22nd Annual Report of Kaya Limited (the "Company") alongwith the Audited Financial Statements for the financial year ended March 31, 2025.

Financial Highlights

(Rs. in lakhs)

	Standalone		Consolidated
Particulars (Rs in lakhs)	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	21,742.30	21,032.49	21,716.83	20,517.71
Other income	1,705.40	461.47	1,705.40	461.47
Total income	23,447.70	21,493.96	23,422.23	20,979.18
Total expenses	26,098.76	35,365.67	26,759.00	30,351.89
(Loss) before share of loss of joint venture	(2,651.06)	(13,871.71)	(3,336.77)	(9,372.71)
Share of (Loss) of joint venture (Loss) before Tax	- (2,651.06)	- (13,871.71)	- (3,336.77)	- (9,372.71)
Total tax expense	-	-	-	-
Net loss for the period for continuing operations	(2,651.06)	(13,871.71)	(3,336.77)	(9,372.71)
(Loss) / Profit from discontinued operations	-	-	11,704.30	(3,592.75)
(Loss) / Profit for the period	(2,651.06)	(13,871.71)	8,367.53	(12,965.46)
Net (loss) for the year attributable to:	_	_	_	_
- Owners of the Company	-	-	8,367.53	(12,921.52)
- Non Controlling Interest	-	-	-	(43.94)
Other comprehensive income / (loss)	(39.04)	(32.26)	21.31	(107.15)
Total comprehensive (loss) for the year	(2,690.10)	(13,903.97)	8,388.84	(13,072.61)
Total comprehensive (loss) attributable to :
- Owners of the Company	-	-	8,388.84	(13,028.67)
- Non Controlling Interest	-	-	-	(43.94)

Performance Overview

During the year under review, the Company registered consolidated total revenue of 21,716.83 lakhs, an increase of around 5.8% over the previous year. A profit of 8,388.84 Lakh (38.6% of total revenue) was reported during the financial year under review, as compared to a loss of 13,072.61 Lakh (63.7% of previous years total revenue) for the previous financial year. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end on the FY 2024-25 and the date of this report.

Transfer To General Reserves

The Company during the year has transferred 62.19 lakhs to general reserve from share options outstanding accounts.

Dividend

The Directors have recommended no dividend for the year ended March 31, 2025.

Share Capital

During the year under review, the Company has issued 28,170 equity shares on August 14, 2024 and 5,280 equity shares on September 19, 2024 to the employees of the Company pursuant to the exercise of stock options under the Kaya Employee Stock Option Plan 2016- Scheme IV.

Pursuant to the allotment of equity shares under the ESOP Scheme, the paid-up equity share capital of the Company is 13,09,75,410 divided into 1,30,97,541 equity shares of 10/- as on March 31, 2025.

Material Changes and Commitments, if any, affecting the financial position of the Company

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company except as disclosed elsewhere in this Report.

Consolidated Financial Statements

As required under SEBI Listing Regulations, the Consolidated Financial Statements prepared are as per the Indian Accounting Standards (‘Ind AS), form part of this Annual Report.

Subsidiaries, Joint Ventures and Associates

On March 27, 2024, the Company entered into a definitive agreement to sell its entire shareholding in Kaya Middle East DMCC for a consideration of AED 2.3 Million ( 510 lakhs) and Kaya Middle East FZE for a consideration of AED 30.7 Million (6,860 lakhs) respectively, to Humania GCC Holding Limited ("Buyer"). The consideration is subject to customary adjustments for actual debt, actual working capital, gratuity payments to employees of the businesses being transferred and transaction related expenses and payables. The Company has obtained shareholders approval for the said transaction through postal ballot passed on April 27, 2024.

During the year under review, Kaya FZE along with its subsidiaries ceased to be a step-down material subsidiary of the Company w.e.f. June 7, 2024 and Kaya DMCC alongwith its subsidiaries/joint ventures ceased to be a wholly owned material subsidiary of the Company w.e.f. November 15, 2024.

As on March 31, 2025, the Company has one wholly owned subsidiary, viz., KME Holdings Pte Ltd, which is under the process of winding up.

A report on the performance and financial position of each of the subsidiaries that have been consolidated till the period mentioned above is provided in Form AOC-1 annexed as Annexure I as per Section 129(2) of the Companies Act, 2013.

Further, pursuant to the provisions of Section 136 of the Act, the audited financial statements including consolidated financial statements along with relevant documents of the Company and audited financial statements of the subsidiaries are available on the website of the Company www.kaya.in

The policy for determining material subsidiaries of the Company has been provided in the following link www.kaya.in

Directors Responsibility Statement

Based on the framework of Internal Financial Controls and Compliance Systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and External Consultants, including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the Financial Year ended March 31, 2025.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. that in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the loss of your Company for that period;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts have been prepared on a ‘going concern basis;

v. that as stated above, proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively;

vi. that proper systems to ensure compliance with the provisions of all applicable laws were devised and that such systems were adequate and operating effectively.

Board of Directors and Key Managerial Personnel

Board of Directors

As on March 31, 2025, the Company had 7 Directors with an optimum combination of Executive & Non-Executive Directors including 1 Woman Director.

Resignation and Retirement of Directors

During the year under review, Mr. Irfan Mustafa, Independent Director of the Company resigned w.e.f. close of business hours on August 5, 2024.

During the year under review, Mr. B S Nagesh and Mr. Nikhil Khattau, retired as an Independent Directors of the Company w.e.f. on March 31, 2025, pursuant to the completion of their tenure.

The Board places on record its sincere appreciation for the services rendered by Mr. Mustafa, Mr. Nagesh and Mr. Khattau during their tenure as Independent Directors of the Company.

Appointment/Re-appointment of Directors

The Board of Directors on the recommendation of the Nomination and Remuneration Committee has approved the appointment of Mr. Nikhil Khattau as a Non- Executive Non-Independent Director of the Company w.e.f. April 1, 2025.

Further, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, also approved the appointment of Mr. Vivek Karve and Ms. Anita Belani as the Non- Executive Independent Directors of the Company for a term of 5 years w.e.f. April 1, 2025.

The shareholders of the Company on March 9, 2025, through postal ballot notice dated January 28, 2025, approved the above-mentioned appointments of Mr. Nikhil Khattau, Mr. Vivek Karve and Ms. Anita Belani.

Proposed Re-appointment of Directors

In accordance with the requirements of the Act and the Companys Articles of Association, Mr. Rishabh Mariwala retires by rotation and is eligible for re-appointment. Members approval is being sought at the ensuing AGM for his re-appointment. His brief resume and other details in terms of Regulation 36(3) of SEBI LODR and Secretarial Standards on General Meeting, is provided in the Notice of the Annual General Meeting. Also, he is not disqualified from being re-appointed as the Director by virtue of the provisions of Section 164 of the Companies Act, 2013.

Declaration of Independence

In terms of Section 149 of the Companies Act, 2013 and SEBI Listing Regulations, Ms. Anita Belani, Dr. Om Manchanda, Ms. Vasuta agarwal and Mr. Vivek Karve are the Independent Directors of the Company as on the date of this Report.

In terms of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Based upon the declarations received from the Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have registered their names in the bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Key Managerial Personnel

In terms of Section 203 of the Act, following are the Key Managerial Personnel of the Company as on March 31, 2025 :

• Mr. Harsh Mariwala – Chairman & Managing Director;

• Mr. Arihant Dhariwal – Chief Financial Officer

• Ms. Nitika Dalmia – Company Secretary & Compliance Officer.

During the year under review, Mr. Rajiv Nair ceased to be the Chief Executive Officer of the Company w.e.f. October 25, 2024.

Board Meetings and Committees

The Board of Directors of the Company met 4 (Four) times during the year to deliberate on various matters. The details of the Board Meetings held and attended by the Directors, the composition of the Board and its Committees and its terms of reference are provided in the Corporate Governance Report forming part of this Annual Report.

Remuneration Policy

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and Other Employees, pursuant to the provisions of the Act and the SEBI Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other Employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy. Remuneration Policy is available on the Companys website at www.kaya.in

It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of remuneration paid to Directors are provided in the Corporate Governance Report forming part of this Annual Report.

Evaluation of Board, its Committees and Directors

The Nomination and Remuneration Committee has formulated the criteria for the evaluation of the Individual Directors, Board and its Committees. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The criteria for evaluation of Individual Directors includes inter alia aspects such as knowledge and competency, initiative taken, availability and attendance at the meeting, commitment, integrity, independence, contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer the meetings, impartiality, ability to keep shareholders interests in mind and motivating and providing guidance to the Executive Directors, etc.

The criteria for Board Evaluation includes inter alia, structure of the Board, meetings and functions of the Board, degree of fulfilment of key responsibilities, establishment and delineation of responsibility to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and the Management, etc.

The criteria for Committee evaluation includes inter alia, mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, independence of the Committee from the Board, contribution to decisions of the Board, effectiveness of the meetings and quality of relationship of the Committee with the Board and the Management, etc.

During FY 2024-25, the Board evaluated the effectiveness of its functioning, of the Committees and of Individual Directors. The Nomination and Remuneration Committee Chairman had a detailed discussion with individual Directors to obtain their inputs on effectiveness of the Board/Committee functioning and processes. The detailed presentation on the Board Effectiveness was made to the Board on January 28, 2025.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors held on January 28, 2025, the evaluation of Board and Non-Executive Directors (including the Chairman) was conducted taking into account feedback received from all Directors. The Independent Directors provided feedback to the Board Chairman and Managing Director.

Vigil Mechanism

We have embodied the mechanism in the Code of Conduct of the Company for employees to report concerns about unethical behavior, actual or suspected fraud or violation of our Code of Conduct. This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee and the Risk Management Committee in exceptional cases and no personnel have been denied access to the Audit Committee and Risk Management Committee. The Board, Audit Committee and Risk Management Committee are informed periodically on the cases reported, if any, and the status of resolution of such cases.

Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has adopted a policy on Related Party Transactions (‘RPT Policy). The updated RPT Policy is available on website of the Company at www.kaya.in

During the year under review, all the transactions entered into by the Company with the Related Parties were at arms length and in the ordinary course of business. These transactions were pre-approved by the Audit Committee including all Independent Directors on the Audit Committee. The transaction entered into by the subsidiary companies with the related party(s) of the Company, where the value of such transaction(s) exceeded the prescribed threshold under the SEBI Listing Regulations, were approved by the Audit Committee including all Independent Directors on the Audit Committee. The details of actual transactions were reviewed by the Audit Committee on a quarterly/annual basis.

Details of Related Party Transactions entered into by the Company for FY 2024-25, in terms of Ind AS 24 have been disclosed in the Notes to the Standalone/Consolidated Financial Statements forming part of this Annual Report.

The Company did not have any contracts or arrangements with Related Parties in terms of Section 188(1) of the Act. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this Report.

Internal Financial Controls

The Companys internal financial control systems comprising Corporate Governance Policies, roles, responsibilities and authorities, standard operating procedures and ERP are reviewed by the Management. The Internal Controls over Financial Reporting are routinely tested and certified by Statutory Auditors to cover all offices, factories and key business areas. External firms were engaged to cover the internal audit reviews and the reviews were performed based on the risk-based internal audit plan approved by the Audit and Risk Management Committee of the Company and they are also reported about the significant audit observations and follow up actions thereon. The Audit Committee and Risk Management Committee periodically reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

Risk Management

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Committee is responsible for monitoring, reviewing and mitigating various risks associated with the Company and its business. The Audit Committee also has oversight on various financial risks and controls associated with the same.

The Risk Management framework spearheaded by the aforesaid Committees seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Conservation of Energy

Your company emphasizes of conservation of energy as its responsibility towards the environment and society at large. Your Company ensures that its products, services and operations are safe for consumers, employees and the environment. Your Company ensures this with a focus on technology, processes and improvements that matter for environment. These include reduction in power consumption, optimal water usage and eliminating excess use of paper.

Technology Absorption

The Company strives to adopt technology that provides the best possible outcome to its customers. The Company constantly reviews technological innovations/advancements applicable to its business.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo for the year under review are as follows:

Foreign exchange earnings and Outgo	2024-25	2023-24
	( in lakhs)	( in lakhs)
1. The Foreign Exchange earned in terms of actual inflows during the year.	2,111	1,117
2. The Foreign Exchange outgo during the year in terms of actual outflows.	1,359	301

Prevention Of Sexual Harassment at Workplace

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the separate section and forms integral part of the Report.

Corporate Governance

Pursuant to Regulation 34 of the Listing Regulations, Report on Corporate Governance along with the certificate from the Statutory Auditors certifying compliance with conditions of Corporate Governance forms part of this Annual Report.

Particulars of Employees & Related Disclosures

Disclosures required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure - II Statement containing the particulars of top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is an annexure forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is also available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at investorrelations@kayaindia.net

Details pertaining to Employees Stock Option Scheme

Your Company has instituted Stock Option Plans to enable its employees to participate in your Companys future growth.

KAYA EMPLOYEE STOCK OPTION PLAN, 2016

The Board of Directors of the Company through a circular resolution passed on June 28, 2016 had approved the introduction and implementation of Kaya Employee Stock Option Plan, 2016 ("Kaya ESOP 2016" or "the Plan") for employees of the Company and its subsidiaries and the same was approved by the members at the AGM held on August 4, 2016. Under the plan, Stock Options shall be granted to eligible employees by the Nomination and Remuneration Committee through various Schemes to be notified under the Plan..

KAYA ESOP 2016 - SCHEME IV

The Nomination and Remuneration Committee on August 3, 2021 approved the Kaya ESOP 2016 - Scheme IV through which they granted 2,15,403 stock options to the employees of the Companies and its subsidiaries. Out of the above options 18,069 options had lapsed during the financial year ended on March 31, 2025.

KAYA EMPLOYEE STOCK OPTION PLAN, 2021

The Board of Directors of the Company at their meeting held on October 29, 2021 had approved the introduction and implementation of Kaya Employee Stock Option Plan, 2021 ("Kaya ESOP 2021" or "the Plan") for employees of the Company and its subsidiaries and the same was approved by the members through postal ballot passed on January 13, 2022.

i. KAYA ESOP 2021- SCHEME I

The Nomination and Remuneration Committee on March 2, 2022 approved the KAYA ESOP 2021- Scheme 1 through which they granted 5,11,364 stock options to the identified employees of the Company. All the said options had lapsed during the FY ended March 3, 2025

ii. KAYA ESOP 2021 – SCHEME II

The Nomination and Remuneration Committee on May 29, 2022 approved the Kaya ESOP 2021 - Scheme II through which they granted 1,21,000 stock options to the employees of the Companies and its subsidiaries. Out of the above options 81,700 options had lapsed during the financial year ended on March 31, 2025.

iii. KAYA ESOP 2021 – SCHEME III

The Nomination and Remuneration Committee on February 15, 2024 approved the Kaya ESOP 2021 - Scheme III through which they granted 14,523 stock options to the employees of the Companies. None of the options were lapsed as on March 31, 2025.

Detailed disclosure pertaining to ESOPs is annexed as annexure III to this Report.

Auditors

Statutory Auditors and Auditors Report

At the 19th AGM held on August 1, 2022, the Members approved the re-appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 24th AGM to be held in the year 2027.

The Statutory Auditors report for FY2024-25 does not contain any qualifications, reservations, adverse remarks, which require explanations/comments by the Board.

Internal Auditors

M/s. RSM Astute Consulting Private Limited, Chartered Accountants, are the Internal Auditors of the Company. Annual Audit Plans are prepared on the basis of the discussions between the Internal Audit Team and the Audit Committee. The Audit Committee periodically reviews such plans and modifies them as and when required. Internal Auditors independently conduct objective assessment of Companys financial and operational processes, risk management practices, regulatory compliances and effectiveness of internal controls. Internal Audit Reports along with the management response/action plans are reviewed by the Audit Committee, on a quarterly basis.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of the Act and the Rules made thereunder, the Board of Directors of the Company had appointed Magia Halwai & Associates, Practising Company Secretaries to conduct the Secretarial Audit of the Company for the Financial Year ended March 31, 2025.

The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed to this Report as Annexure IV. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Further, in terms of the requirement of the Regulation 24A of the SEBI Listing Regulations, the Board on recommendation of the Audit Committee has approved the appointment of M/s Magia Halwai & Associates, Practising Company Secretaries as the Secretarial Auditors of the Company for five years i.e. from FY 2025-26 to FY 2029-30, subject to the shareholders approval at the ensuing AGM.

Reporting of Fraud by Auditors

During the year under review, Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.

Particulars of Loans, Investments and Guarantees

The particulars of loans given, investments made, guarantees given and securities provided as per Section 186 of the Act by the Company are disclosed in the Standalone Financial Statements forming part of this Annual Report.

Deposits

During the year under review, the Company has not accepted any deposits from public in terms of the Act. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Annual Return

The Annual Return of the Company for FY 2024-25 in Form MGT-7 pursuant to the provisions of the Act and rules made thereunder, is available on the website of the Company at www.kaya.in

Details of Significant and Material Orders Passed by the Regulators

There are no significant or material orders passed, during the year under review, by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

Compliance with Secretarial Standards

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India from time to time on Meetings of the Board of Directors and General Meetings.

General Disclosures

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

• Issue of shares with differential rights as to dividend, voting or otherwise;

• Pendency of any proceedings under the Insolvency and Bankruptcy Code, 2016;

• Maintaining Cost Records in accordance with Section 148(1) of the Act read with the rules made thereunder due to non-applicability;

• There are no instances of one-time settlement with banks or financial institutions.

The Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. The Board also wishes to place on record its sincere appreciation for the wholehearted support received from shareholders, bankers, all other business associates, and customers. We look forward to continued support of all these partners in progress.

	On behalf of the Board of Directors,
Place: Mumbai	Harsh Mariwala
Date: May 28, 2025	Chairman & Managing Director