News Corporate Actions Kerala Ayurveda Limited Schedules Extraordinary General Meeting for March 14, 2026 to Consider Preferential Equity Share IssuanceKerala Ayurveda Limited Schedules Extraordinary General Meeting for March 14, 2026 to Consider Preferential Equity Share Issuance
Kerala Ayurveda Limited has scheduled an extraordinary general meeting for March 14, 2026, to consider preferential equity share issuances totaling Rs. 30.66 crore. The proposals include issuing 6,30,000 shares to promoter group entity Katra Holding Private Limited for Rs. 20,66,33,700 to convert existing loans, and 3,04,887 shares worth Rs. 9,99,99,887.13 for acquiring additional 26% stake in subsidiary Ayurvedagram Heritage Wellness Centre Private Limited. The meeting will also address amendments to the company's ESOP 2023 plan.
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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.
| Parameter: | Details |
|---|---|
| Allottee: | Katra Holding Private Limited |
| Category: | Promoter Group |
| Number of Shares: | 6,30,000 |
| Price per Share: | Rs. 327.99 |
| Total Amount: | Rs. 20,66,33,700 |
| Purpose: | Loan conversion |
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.
| Parameter: | Details |
|---|---|
| Mr. SK Arun Kumar Shares: | 1,52,444 |
| Mrs. Sangeetha Arunkumar Shares: | 1,52,443 |
| Total Shares: | 3,04,887 |
| Price per Share: | Rs. 327.99 |
| Total Consideration: | Rs. 9,99,99,887.13 |
| Acquisition Percentage: | 26% of Ayurvedagram |
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:
| Category: | Pre-Issue Shares | Pre-Issue % | Post-Issue Shares | Post-Issue % |
|---|---|---|---|---|
| Promoter Holding: | 39,97,026 | 33.14% | 46,27,026 | 35.61% |
| Non-Promoter Holding: | 80,63,172 | 66.86% | 83,68,059 | 64.39% |
| Total: | 1,20,60,198 | 100.00% | 1,29,95,085 | 100.00% |
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.
Historical Stock Returns for Kerala Ayurveda
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -0.15% | -6.45% | -23.10% | -55.11% | -26.24% | +371.94% |
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