Kerala Ayurveda Limited has established a step-down wholly owned subsidiary in Europe to expand its Ayurvedic wellness solutions business. The company announced the registration of Kerala Ayurveda Europe B.V. through its existing wholly owned subsidiary Nutraveda PTE LTD.

Subsidiary Structure and Investment Details

The new European subsidiary represents a strategic expansion move for Kerala Ayurveda Limited's international operations. The investment structure involves Nutraveda PTE LTD subscribing to the share capital of the newly formed entity.

Business Objectives and Operations

Kerala Ayurveda Europe B.V. will focus on promoting and commercializing Ayurveda-based wellness solutions across the European market. The subsidiary has been established with two primary business activities that align with the parent company's core competencies in traditional Ayurvedic medicine and wellness services.

The company's European operations will encompass:

• Import, marketing, and distribution of certified Ayurveda products
• Operation of Ayurveda clinics offering consultations and holistic wellness services

Regulatory Compliance and Structure

The establishment of this step-down subsidiary does not fall within the purview of Related Party Transactions, as confirmed in the company's regulatory filing. The promoter, promoter group, and group companies of Kerala Ayurveda Limited do not have any interest in the newly formed European entity.

Strategic Market Expansion

This subsidiary formation represents Kerala Ayurveda Limited's commitment to expanding its international footprint in the growing global wellness market. The European market presents significant opportunities for Ayurvedic products and services, given the increasing consumer interest in holistic and traditional wellness solutions.

The newly incorporated company will leverage Kerala Ayurveda's expertise in traditional Ayurvedic medicine while adapting to European market requirements and regulations. As a newly registered entity, Kerala Ayurveda Europe B.V. does not have any historical turnover data, marking a fresh start for the company's European operations.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring transparency with stakeholders regarding this corporate development.

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.