Kerala Ayurveda Limited has announced a strategic joint venture agreement through its wholly owned subsidiary Nutraveda PTE LTD with Ms. Monica Mohindra to establish operations in Bali, Indonesia. The joint venture company, Pt. Kerala Ayurveda Bali, will focus on sports education, wellness, and hospitality services.

Joint Venture Structure and Shareholding

The joint venture follows an equal partnership model with both parties holding identical stakes in the new entity. The shareholding structure demonstrates a balanced approach to the international expansion.

Each partner holds 1,250 equity shares with an aggregate nominal value of IDR 1,250,000,000, representing exactly 50% shareholding in the joint venture company.

Business Scope and Operations

Pt. Kerala Ayurveda Bali will operate across multiple service segments, combining traditional wellness expertise with modern hospitality and educational services. The business scope encompasses:

• Sports education and recreation services
• Allied hospitality and accommodation services for students, professionals, and other occupants
• Traditional wellness, health, and spa-related activities
• Other allied businesses as mutually agreed between partners

Governance and Share Transfer Restrictions

The joint venture agreement includes comprehensive governance mechanisms to protect both parties' interests. Key provisions include:

Strategic Significance

This joint venture represents Kerala Ayurveda's strategic expansion into the Indonesian market, leveraging its traditional wellness expertise in a new geographical territory. The partnership structure allows the company to enter the market with local expertise while maintaining significant operational control through its subsidiary Nutraveda PTE LTD.

The company has confirmed that this transaction does not constitute a related party transaction and has been structured to comply with all applicable regulations under SEBI Listing Regulations.

Kerala Ayurveda Limited has officially dispatched its postal ballot notice on December 19, 2025, to all eligible shareholders for seeking approval on three critical corporate matters through remote e-voting. The company completed the electronic dispatch of postal ballot notices along with explanatory statements to members whose email addresses are registered with the company or depository participants.

Postal Ballot Notice Details

The postal ballot notice was dispatched under Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, following the board meeting held on December 17, 2025. The company has set the cut-off date as December 12, 2025, for determining eligible shareholders.

Three Special Resolutions for Approval

Shareholders will vote on three special resolutions through the remote e-voting process:

Asset Security Provisions: Approval for creation of charge or lien over company assets under Section 180(1)(a) of the Companies Act 2013, with borrowing limits not exceeding ₹250.00 crores including interest and other charges.

Financial Operations: Authorization for investments, loans, guarantees, letters of comfort, and security provisions under Section 186 of the Act, with limits up to ₹100.00 crores for enhanced financial flexibility.

Director Re-appointment: Formal approval for Ms. Shilpa Kiran Gududur's re-appointment as Independent Director for a second five-year term from February 15, 2026 to February 14, 2031.

Director Re-appointment Details

Ms. Shilpa Kiran Gududur brings over 23 years of professional experience to the board with qualifications including practicing Company Secretary credentials, Registered Valuer-SFA certification, and Insolvency Professional designation. Her educational background includes degrees from University of Mumbai, Bangalore University, and National Law School, Bangalore.

E-voting Process and Timeline

The e-voting facility will be available exclusively through CDSL platform for the specified period. Shareholders holding shares in demat form can vote through their depository accounts, while physical shareholders need to register with the company's e-voting system.

The company has appointed Mr. Pramod SM (FCS No.: 7834) or Mr. Biswajit Ghosh (FCS: 8750) from M/s. BMP Co. LLP as scrutinizers for conducting the postal ballot process in a fair and transparent manner.

Regulatory Compliance

Kerala Ayurveda Limited has confirmed compliance with all applicable provisions of the Companies Act 2013 and SEBI Listing Regulations. The postal ballot notice and related documents are available on the company's website at https://keralaayurveda.biz/ and will also be accessible through BSE Limited's website.

The results of the postal ballot will be declared within two working days from the conclusion of e-voting period and communicated to stock exchanges, depositories, and published on the company's website.