Your Directors present the 23^rd Annual Report of Kaya Limited (the “Company”) along with the Audited Financial Statements for the financial year ended March 31, 2026.

Financial Highlights

(' in lakhs)

Performance Overview

During the year under review, the Company registered consolidated total revenue of '22,247.56 lakhs, an increase of around 2.4% over the previous year. A loss of '9,617.29 (43.2%) of total revenue) was reported during the financial year under review, as compared to a profit of '8,367.53 Lakh (38.5% of previous year's total revenue) for the previous financial year.

Transfer to General Reserves

The Company during the year has transferred '2.04 lakhs to general reserve from share options outstanding accounts.

Dividend

The Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.

Share Capital

During the year under review, the Company issued 20,90,068 equity shares on August 12, 2025 to Axana Estates LLP pursuant to the Preferential Issue.

The paid-up equity share capital of the Company as on March 31, 2026 is '15,18,76,090 divided into 1,51,87,609 equity shares of '10/-.

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

There are no material changes and commitments affecting the Company's financial status from the conclusion of the financial year 2025-26 up to the date of 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

As on March 31, 2026, the Company had only one wholly owned subsidiary, viz., KME Holdings Pte Ltd (KMEH) , which was under the process of winding up.

As per the records of the Accounting and Corporate Regulatory Authority (ACRA), Singapore, KMEH was dissolved with effect from April 22, 2026. Accordingly, it ceased to be a wholly owned subsidiary of the Company from the said date.

A statement highlighting the salient features of the financial statements of the Company's subsidiary, including its performance and financial position, is presented in Form AOC-1, which forms part of the Consolidated Financial Statements and is also attached as Annexure I to this Board's Report. This is in compliance with Section 129(3) of the Companies Act, 2013, and other applicable provisions of the Act, read with the Rules made thereunder.

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 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 Company's Internal Financial Controls were adequate and effective during the Financial Year ended March 31,2026.

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, 2026, 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, 2026, the Company had 8 Directors with an optimum combination of Executive & Non-Executive Directors including 2 Women Directors.

Appointment/Re-appointment of Directors

Ms. Anita Belani & Mr. Vivek Anant Karve were appointed as Independent Directors w.e.f. April 1, 2025 for a period of 5 years. .

Mr. Nikhil Khattau ceased to be an Independent Director of the Company w.e.f March 31, 2025. He was appointed as a NonExecutive Non- Independent Director of the Company w.e.f. April 1,2025.

Proposed Re-appointment of Directors

In accordance with the requirements of the Act and the Company's Articles of Association, Mr. Rajendra Mariwala retires by rotation and is eligible for re-appointment. Member's approval is being sought at the ensuing AGM for his re-appointment.

Declaration of Independence

The company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) and (7) of the Act and Regulations 16 and 25 of the Listing Regulations.

Furthermore, there have been no change in the circumstances affecting their status as Independent Directors of the Company.

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, 2026

• Mr. Harsh Mariwala - Chairman & Managing Director;

• Mr. Arihant Dhariwal - Chief Financial Officer

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

Board Meetings and Committees

The Board of Directors of the Company met 6 (Six) 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 Company's 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 FY26, 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, 2026.

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, 2026, 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 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 arm's length and in the ordinary course of business. These transactions were approved by the Audit Committee.

Details of Related Party Transactions entered into by the Company for FY26, 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 2025-26 and hence does not form part of this Report.

Internal Financial Controls

The Company's 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 Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's 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 Company's competitive advantage.

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

Conservation of Energy

i) Steps taken or impact on conservation of energy:

The Company focuses on technology and process improvements leading to reduction in power consumption and improved operational efficiency, thereby conserving energy.

ii) Steps taken by the Company for utilising alternate sources of energy:

The Company evaluates and adopts environmentally sustainable technologies and initiatives that support efficient energy use and encourage gradual integration of cleaner and alternative energy solutions.

iii) The capital investment on energy conservation equipment:

The Company continues to invest in energy-efficient technologies and process improvements aimed at reducing energy consumption and supporting environmental sustainability.

Technology Absorption

i) Efforts made towards technology absorption:

The Company continuously evaluates and adopts relevant technological innovations and advancements to improve processes, enhance efficiency, and deliver better outcomes to customers.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

iii) Information regarding imported technology (Imported during the last three years):

Not Applicable

iv) Expenditure incurred on Research and Development:

The expenditure incurred during the year under review amounted to ' 49,74,226/-

Foreign Exchange Earnings and Outgo

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

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

The statement containing the particulars of top ten employees and particulars of employees as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the 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

As on March 31,2026, the Company had two plans viz., Kaya Employee Stock Option Plan, 2016 and Kaya /Employee Stock Option Plan, 2016, details of which are mentioned below with:-

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 then subsidiaries and the same was approved by the members at the AGM held on August 4, 2016. Under the plan, Stock Options were to 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 Company and its subsidiaries. During the year under review, the Scheme was closed following the lapse of all options granted and vested thereunder.

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 Plan” or “the Plan”) for employees of the Company and its then subsidiaries and the same was approved by the members through postal ballot passed on January 13, 2022.

Further, the Board of Directors of the Company, at its meeting held on May 28, 2025 approved amendments to the Kaya ESOP 2021 Plan to enable the grant and issuance of Restricted Stock Units (RSUs) under the Plan. It was approved by the members through postal ballot passed on July 06, 2025.

i. 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 Company and its then subsidiaries. Out of the above options 1,650 options had lapsed during the financial year ended on March 31,2026.

ii. 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 Company. Out of the above options 8,153 options had lapsed during the financial year ended on March 31,2026.

iii. KAYA ESOP 2021 - SCHEME IV

The Nomination and Remuneration Committee, at its meeting held on July 17, 2025, approved Kaya ESOP 2021 - Scheme IV and granted 1,79,420 Stock Options and 3,92,084 Restricted Stock Units (RSUs) to eligible employees/professionals of the Company. Out of the above options 66,816 Options and 36,991 RSUs lapsed during the financial year ended on March 31,2026.

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

Auditors

Statutory Auditors and Auditors’ Report

At the 19^th 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 24^th AGM to be held in the year 2027.

The Statutory Auditor's report for FY2025-26 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 Company's 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

At the 22^nd AGM held on August 5, 2025, the Members approved the appointment of M/s. Magia Halwai and Associates, Practicing Company Secretaries (Peer Review Certificate No. 1669/2022), as Secretarial Auditors of the Company for a period of five years, from the conclusion of the said AGM until the conclusion of the 27^th AGM to be held in the year 2030.

The Secretarial Audit Report, provided by the Secretarial Auditor, is annexed as annexure IV and forms an integral part of this Report. The observation made in the Report is self-explanatory and do not warrant any further comments or explanations from the Board. Furthermore, the Secretarial Auditor has not reported any instances of fraud under Section 143(12) of the Companies Act, 2013. Accordingly, there are no disclosures required under Section 134(3)(ca) 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

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return of the Company for FY 2025-26 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 Company's operations in future.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI’) on Meetings of the Board of Directors and

Maternity Benefit Act 1961

The Company continues to prioritise the welfare and supportive measures for women employees, ensuring compliance with the Maternity Benefit Act, 1961.

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 nonapplicability;

• one-time settlement with banks or financial institutions.

• change in the nature of the company's business operations.

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.