Kerala Ayurveda Limited has completed a significant preferential allotment of 9,34,887 fully paid-up equity shares on 21 March 2026, as approved by the Board of Directors. The allotment encompasses two strategic transactions aimed at debt restructuring and subsidiary consolidation.

Debt Conversion Transaction

The first component involves the allotment of 6,30,000 equity shares to Katra Holding Private Limited, a promoter group entity. These shares were issued at Rs. 327.99 per share, partially adjusting the existing unsecured loan of Rs. 20,66,33,700.

Subsidiary Acquisition

The second transaction involved issuing 3,04,887 equity shares to Mr. S.K. Arun Kumar and Mrs. Sangeetha Arunkumar for acquiring their combined 26% stake in Ayurvedagram Heritage Wellness Centre Private Limited. This share swap transaction was valued at Rs. 9,99,99,887.13.

Ayurvedagram Financial Performance

Ayurvedagram Heritage Wellness Centre Private Limited, incorporated on 27 January 2003, operates in the Ayurveda wellness industry. The entity has demonstrated consistent growth over the past three years.

As of 31 March 2025, Ayurvedagram reported a profit after tax of 2.8463 Crores and a net worth of 13.066 Crores.

Impact on Share Capital

Following the preferential allotment, Kerala Ayurveda's paid-up equity share capital increased substantially. The company's total share count expanded from 1,20,60,198 shares to 1,29,95,085 shares.

The allotment was conducted in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the equity shares will be listed on BSE Limited. As a result of this transaction, Ayurvedagram Heritage Wellness Centre Private Limited has become a wholly-owned subsidiary of Kerala Ayurveda Limited, subject to requisite listing and trading approvals from the stock exchange.

Kerala Ayurveda Limited has announced the comprehensive voting results for its Extra Ordinary General Meeting held on March 14, 2026, demonstrating strong shareholder support across all proposed resolutions. The company filed detailed voting results and scrutinizer's report with BSE Limited under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting Overview and Participation

The EGM was conducted through video conference facility from 11:00 AM to 11:10 AM IST, with 39 members participating. Due to prior commitments, regular Chairman Mr. Ramesh Vangal was absent, leading to the unanimous election of Dr. K Anilkumar, Whole Time Director, as Chairman for the meeting. The company provided comprehensive voting mechanisms including remote e-voting from March 11-13, 2026, and electronic voting during the EGM.

Voting Results and Shareholder Response

All three special resolutions received overwhelming approval from shareholders, with voting participation reaching 38.46% of outstanding shares. The total shares eligible for voting stood at 12,060,198, with 4,638,401 votes polled across all resolutions.

Detailed Resolution Analysis

Resolution 1 involved the issuance of 6,30,000 equity shares on preferential basis to Katra Holding Private Limited, a promoter group entity, by partially adjusting existing unsecured loans. The resolution received support from all promoter group shares (3,997,026 votes) and 641,353 votes from public non-institutional shareholders, with only 22 votes against.

Resolution 2 addressed the issuance of 3,04,887 equity shares to shareholders of Ayurvedagram Heritage Wellness Centre Private Limited, the company's subsidiary, through share swap arrangements. This resolution achieved identical voting results as Resolution 1, demonstrating consistent shareholder confidence.

Resolution 3 focused on amending the Kerala Ayurveda Employee Restricted Stock Unit Plan 2023 (ESOP 2023). While maintaining strong approval at 99.9989%, this resolution saw slightly higher opposition with 52 votes against, including 30 votes during the EGM proceedings.

Scrutinizer's Report and Compliance

Mr. Pramod S M from BMP & Co. LLP served as the appointed scrutinizer, overseeing both remote e-voting and EGM e-voting processes. The scrutinizer's report confirmed that remote e-voting was conducted from March 11, 2026 (9:00 AM IST) to March 13, 2026 (5:00 PM IST), with votes unblocked on March 14, 2026 at 11:33 AM in the presence of independent witnesses.

Corporate Governance and Documentation

Chief Financial Officer Mr. George K T, serving as the filing officer, ensured proper regulatory compliance and documentation. The company has made the consolidated scrutinizer's report available on its website at www.keralaayurveda.biz and filed comprehensive voting details with BSE Limited. The EGM notice was distributed electronically to shareholders on February 19, 2026, following the notice dated February 12, 2026, in compliance with MCA circulars and regulatory requirements.