Kerala Ayurveda Ltd

AGM Details

• AGM conducted via VC/OAVM.
• Meeting concluded with all resolutions approved.

Key Resolutions

• Adopt audited standalone and consolidated financial statements for the year.
• Re-appoint director by rotation.
• Remuneration payable to cost auditors ratified.
• Approve preferential issuance of equity shares to promoter group by adjusting existing loan.

Voting Results

• All resolutions passed by majority; none failed.
• Voting conducted via remote e-voting and AGM.

Director Changes

• Director re-appointment by rotation approved.

Auditor Appointments

• Remuneration of cost auditors ratified.

Material Related Party Transactions

• Promoter-group related party transaction approved: preferential equity issuance by adjusting loan.

AGM Details

• Date/time: September 28, 2026, 11:00 AM–12:35 PM.
• Mode: VC/OAVM.
• Attendees: 44 members including authorized representatives.
• Remote e-voting window: Sep 25–27, 2026; 15-minute post-meeting voting.

Resolutions Presented

• Ordinary: adopt standalone and consolidated financial statements; outcome pending.
• Ordinary: re-appointment by rotation of a director; outcome pending.
• Ordinary: ratify remuneration to Cost Auditors; outcome pending.
• Special: issue equity shares on preferential basis to promoter group by adjusting loan; outcome pending.

Governance & Outcomes

• Results will be intimated separately.
• Dividend: no dividend proposed.
• Statutory auditor attended; no appointment changes announced.
• Cost auditor remuneration ratified (ordinary).
• Director rotation proposal to be considered.

Kerala Ayurveda Ltd: Trading window closed from September 30, 2026 till 48 hours after unaudited results for the quarter ended September 30, 2026

Issue particulars

• Equity shares issued on a preferential basis.
• Up to 6,55,000 shares at Rs 190.37 each, total Rs 12,46,92,350.
• Purpose: partially adjust an existing unsecured loan of Rs 26,41,20,000.
• Consideration to be cash, adjusted against the loan.

Allottee and ownership impact

• Proposed allottee: Katra Holding Private Limited, Promoter Group.
• Pre-issue promoter holding: 6,30,399 shares, 4.85%.
• Post-issue promoter holding: 12,85,000 shares, 9.41% (actual); 8.89% (diluted).
• Ultimate beneficial owner: Ramesh Vangal.

Pricing and valuation

• Floor price: Rs 190.37 per share under Regulation 164.
• Floor price based on higher of 90-day or 10-day VWAP; Relevant Date: 28-Aug-2026.
• Pricing certificate by BMP & Co. LLP.

Approvals and timing

• Special resolution required; shareholder approval and other regulatory approvals as applicable.
• Board approvals dated 04/09/2026 and 21/09/2026.
• No monitoring agency required as issue size < Rs 100 crore.
• Lock-in period: 90 days from trading approval.
• Allotment within 15 days of resolution or last approvals; listing on BSE.

Other governance notes

• Within existing authorised share capital; no change in control.
• Corrigendum revises issue from 7,20,000 to 6,55,000 shares; dated 22-Sep-2026.

Meeting Details

• Board meeting scheduled for Friday, September 4, 2026.

Key Agenda Items

• Consider preferential issue of equity shares in one or more tranches, subject to approvals.
• Convene the 34th AGM on Monday, September 28, 2026 at 11:00 IST via VC/OAVM.

Other Notes

• Trading window closed for designated persons; opens 48 hours after outcome of the meeting.

Q1 FY27 highlights

• Consolidated revenue Rs 33.19 Cr, +16.0% YoY.
• Standalone revenue Rs 22.53 Cr, +28.3% YoY.
• Operating EBITDA (Adj.) loss Rs 3.82 Cr; QoQ improvement ~50%.
• PBT Rs -8.23 Cr; PAT Rs 8.08 Cr (YoY includes land sale gain).
• Global E-Product +32.3% YoY; India D2C +38.9% YoY.
• EBITDA improvement driven by margins, disciplined marketing, lower staff costs, tighter overheads.

Strategic and operational plan

• Vision 2030 target: Rs 1,000 Cr revenue by FY30.
• Open clinics in San Jose, Eindhoven, and India by Nov 2026.
• Karwar Health Village opens Oct 2026; Costa Rica Ayurvedagram Jan 2027.
• New premium Ayurveda brand to launch in Nov 2026.
• ERP-Next rollout to begin Oct 2026 for real-time visibility.

Outlook and capital structure

• Promoter loans conversion to equity planned in H2 FY27 to ease interest burden.
• Management confident of achieving all three Vision 2030 milestones.
• PBT negative due to higher promoter loan interest; prior-year land sale gain affected PAT.