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.

Kerala Ayurveda Limited has announced an extraordinary general meeting (EGM) scheduled for Saturday, March 14, 2026, at 11:00 AM (IST) through video conferencing to consider significant preferential equity share issuances totaling Rs. 30.66 crore.

Key Agenda Items

The EGM will address three special business items, with the primary focus on two major preferential equity share issuances designed to strengthen the company's financial position and consolidate its subsidiary operations.

Loan Conversion Through Equity Issuance

The first proposal involves issuing 6,30,000 equity shares at Rs. 327.99 per share to Katra Holding Private Limited, a promoter group entity. This issuance will partially adjust the existing unsecured loan of Rs. 42,23,19,290, with the equity shares worth Rs. 20,66,33,700 being used to reduce the company's debt burden.

Subsidiary Acquisition Through Share Swap

The second proposal focuses on acquiring additional shareholding in Ayurvedagram Heritage Wellness Centre Private Limited, currently a 74% subsidiary. The company will issue 3,04,887 equity shares at Rs. 327.99 per share to Mr. SK Arun Kumar and Mrs. Sangeetha Arunkumar, representing a total consideration of Rs. 9,99,99,887.13.

Pricing and Regulatory Compliance

The issue price of Rs. 327.99 per equity share has been determined in accordance with SEBI (ICDR) Regulations, based on the higher of the 90-day volume weighted average price (Rs. 327.99) or the 10-day volume weighted average price (Rs. 249.60) preceding the relevant date of February 12, 2026.

ESOP Plan Amendment

The third agenda item involves amending the Kerala Ayurveda Employee Restricted Stock Unit Plan 2023. The proposed change would modify clause 7.3 to allow the Nomination and Remuneration Committee greater flexibility in granting options equal to or exceeding 1% of the issued share capital to eligible employees, subject to separate shareholder approval.

Post-Issue Shareholding Impact

Following the preferential issuances, the company's shareholding structure will see significant changes:

Meeting Logistics

The EGM will be conducted entirely through video conferencing in compliance with MCA circulars. Shareholders can participate in remote e-voting from March 11, 2026, at 9:00 AM to March 13, 2026, at 5:00 PM. The cut-off date for voting eligibility is February 6, 2026.

Strategic Rationale

The board believes these proposals will strengthen the company's financial position by reducing liabilities, increasing the capital base, and making Ayurvedagram a wholly-owned subsidiary. This consolidation is expected to enhance market capitalization and create greater value for shareholders through improved operational synergies and financial reporting benefits.