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Kerala Ayurveda Ltd — Others, 09-06-2025: AGM/EGM
Registered Office : Corporate Office : Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN:L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
KAL/COR/BSE/09/633/2025 9th June 2025
The Manager,
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai – 400 001.
Scrip Code: 530163
Dear Sir / Madam,
Subject: Corrigendum to the Notice of the Extra Ordinary General Meeting to be held
on 18th June 2025.
This is in continuation of our intimation dated 27th May 2025 regarding the 01/2025-26 Extra
Ordinary General Meeting (‘EGM’) of Kerala Ayurveda Limited (‘the Company’) scheduled
to be held on Wednesday, 18th June 2025 at 11:00 A.M. (IST) through Video Conferencing
(VC) / other Audio-Visual Means (OAVM).
The Notice convening the said EGM was circulated to all the shareholders of the Company
on 27th May 2025, in compliance with the applicable provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In this regard, please find enclosed herewith a Corrigendum to the EGM Notice incorporating
the following changes:
i. Paragraph 4 and 5 of the explanatory statement of Item No. 3 has been substituted.
ii. Disclosures pursuant to SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated
November 22, 2021 has been added.
This Corrigendum to the EGM Notice shall form an integral part of the EGM Notice, which
has already been circulated to the shareholders of the Company and on and from the date
hereof, the EGM Notice shall always be read in conjunction with this Corrigendum.
----------------Page (0) Break----------------
Registered Office : Corporate Office : Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN:L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
Except as detailed in the attached corrigendum, all other terms and contents of the Notice of
01/2025-26 Extra Ordinary General Meeting (‘EGM’) shall remain unchanged.
Copy of the said corrigendum to the EGM Notice is also uploaded on the website of the
Company at https://keralaayurveda.biz/
Kindly take the above information on record.
Thanking you,
For Kerala Ayurveda Limited
Priyanka Gangwar
Company Secretary and Compliance Officer
Membership No.: F12378
Encl.: a/a
----------------Page (1) Break----------------
Registered Office : Corporate Office : Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN:L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
CORRIGENDUM TO THE NOTICE OF THE (01/2025-26) EXTRA ORDINARY GENERAL
MEETING DATED 26TH MAY 2025
The 01/2025-26 Extra-Ordinary General Meeting (EGM) of the Members of Kerala Ayurveda Limited
(“the Company”) is scheduled to be held on Wednesday, 18th June 2025 at 11:00 AM (IST) through
Video Conferencing (‘VC’) or Other Audio-Visual Means (‘OAVM’) to consider and approve, inter
alia, an Ordinary Resolution to increase the materiality threshold limit for transactions with
Ayurvedagram Heritage Wellness Centre Private Limited for Financial Year 2025-26 and 2026-27
(Item No. 3 of the EGM Notice) among other items.
The EGM Notice has been circulated to all the shareholders of the Company on 27th May 2025 in due
compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
This corrigendum is being issued to give notice to amend/ provide additional disclosures to the
shareholders. Accordingly, the members are requested to kindly note the following
amended/additional disclosures are being inserted in the Explanatory statement of Item No. 3 of the
EGM Notice:
The paragraph 4 and 5 of the Explanatory statement of the EGM Notice i.e.
“Further, considering the continuing increase in transactions involving a transfer of resources, services
or obligations such as sale & purchase of products, availing of services, loans, advances and the
likelihood of higher transaction value in the upcoming financial year, the Audit Committee and the
Board of Directors, at their respective meetings held on 26th May 2025, have also recommended
obtaining shareholders' prior approval for increasing the materiality threshold limit for related party
transactions of sale & purchase of products, availing of services, loans, advances with the
Ayurvedagram Heritage Wellness Centre Private Limited up to ₹20,00,00,000/- (Rupees Twenty
Crore only) for the financial year 2025-26 by passing an Ordinary Resolution. These transactions shall
continue to be undertaken in the ordinary course of business and on an arm’s length basis.
The estimated value-related party transactions for the FY 2025-26 are as under:
Sl No. Particulars of the Transaction Projections for the FY 2025-26 with
Ayurvedagram Heritage Wellness
Centre Private Limited
1. Sale of Products 4,00,00,000
2. Services to KAL 2,00,00,000
3. Services by KAL 4,00,00,000
4. Advances to KAL 5,00,00,000
5. Advances from KAL 5,00,00,000
----------------Page (2) Break----------------
Registered Office : Corporate Office : Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN:L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
shall be substituted with the following:
“Further, considering the continuing increase in transactions involving a transfer of resources, services
or obligations such as sale & purchase of products, availing of services, loans, advances and the
likelihood of higher transaction value in the upcoming financial year, the Audit Committee and the
Board of Directors, at their respective meetings held on 26th May 2025, have also recommended
obtaining shareholders' prior approval for increasing the materiality threshold limit for related party
transactions of sale & purchase of products, availing of services, loans, advances with the
Ayurvedagram Heritage Wellness Centre Private Limited up to ₹20,00,00,000/- (Rupees Twenty
Crore only) for the financial year 2025-26 and 2026-27 by passing an Ordinary Resolution. These
transactions shall continue to be undertaken in the ordinary course of business and on an arm’s length
basis.
The estimated value related party transactions for the FY 2025-26 and 2026 -27 are as under:
Table - I
Sl
No.
Particulars of the Transaction Projections for the FY 2025-
26 and 2026-27 with
Ayurvedagram Heritage
Wellness Centre Private
Limited
1. Sale of Products 4,00,00,000
2. Services to KAL 2,00,00,000
3. Services by KAL 4,00,00,000
4. Advances to KAL 5,00,00,000
5. Advances from KAL 5,00,00,000
Further, the additional details of the proposed RPTs between the Company and Ayurvedagram
Heritage Wellness Centre Private Limited pursuant to SEBI Circular No.
SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, are as follows:
----------------Page (3) Break----------------
Registered Office : Corporate Office : Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN:L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
Table – II
Sl.
No.
Description Particulars
1. Summary of information provided by the
management to the Audit Committee
a. Name of the Related Party and its
relationship with the Company or its
subsidiary, including nature of its concern
or interest (financial or otherwise).
b. Type, material terms, monetary value and
particulars of the proposed RPTs
c. Percentage of the:
i. Company’s annual
consolidated turnover, for the
immediately preceding
financial year, that is
represented by the value of the
proposed RPTs
ii. Percentage of the Subsidiary’s
annual Standalone turnover, for
the immediately preceding
financial year, that is
represented by the value of the
proposed RPTs:
d. If the transaction relates to any loans, inter-
corporate deposits, advances or investments
made or given by the listed entity or its
subsidiary:
i. details of the source of funds in
connection with the proposed
transaction:
ii. where any financial
indebtedness is incurred to
make or give loans, inter-
corporate deposits, advances or
investments:
nature of
indebtedness;
cost of funds; and
tenure;
a. Ayurvedagram Heritage
Wellness Centre Private Limited
(subsidiary company)
b. As mentioned in Table I above
i. 16.62%
ii. 149.14%
i. Revenue generated from
Operations
ii. NA
----------------Page (4) Break----------------
Registered Office : Corporate Office : Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN:L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
iii. applicable terms, including
covenants, tenure, interest rate
and repayment schedule,
whether secured or unsecured;
if secured, the nature of
security :
e. The purpose for which the funds will be
utilized by the ultimate beneficiary of such
funds pursuant to the RPT.
iii. NA
e. Operational purpose
2. Justification for the proposed RPTs Considering the continuing increase
in transactions involving a transfer of
resources, services or obligations such
as sale & purchase of products,
availing of services, loans, advances
and the likelihood of higher
transaction value in the upcoming
financial year, the Audit Committee
and the Board of Directors, at their
respective meetings held on 26th May
2025, have also recommended
obtaining shareholders' prior approval
for increasing the materiality
threshold limit for related party
transactions relating to sale &
purchase of products, availing of
services, loans, advances
----------------Page (5) Break----------------
Registered Office : Corporate Office : Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN:L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
3. Details of proposed RPTs relating to any
loans, inter-corporate deposits, advances or
investments made or given by the Company
or its subsidiary
a. Amount
b. Source of funds
c. Interest rate
d. Mode of Interest Payment
e. Repayment schedule,
f. Whether secured or unsecured; if
secured, the nature of security
g. the purpose for which the funds will be
utilized by the ultimate beneficiary of
such funds pursuant to the RPT.
h. Any other relevant information
i. Arm’s length pricing and a statement
that the valuation or other external
report, if any, relied upon by the listed
entity in relation to the proposed
transaction will be made available
through registered email address of the
shareholder
a. As mentioned in Table I above
b. Revenue generated from
Operations
c. Not Applicable
d. Not Applicable
e. Not Applicable
f. Not Applicable
g. Operational purpose
h. Not Applicable
i. Not Appliable
Keeping in view the above-mentioned amendments, additional information, this Corrigendum to the
EGM Notice shall form an integral part of the EGM Notice, which has already been circulated to the
Shareholders of the Company and on and from the date hereof, the EGM Notice shall always be read
in conjunction with this Corrigendum. It is hereby confirmed that there is no other change in the
substance or content of the EGM Notice.
By order of the Board
For Kerala Ayurveda Limited
Dr. Kunjupanicker Anilkumar
Whole-time Director
(DIN: 00226353)
Registered Office:
XV/ 551, Nedumbassery, Athani,
Ernakulam, Aluva, Kerala, India, 683585
Date: June 09, 2025
Place: Aluva
----------------Page (6) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
NOTICE
NOTICE is hereby given that the 01/2025-26 Extra-Ordinary General Meeting (EGM) of the
Members of Kerala Ayurveda Limited (“the Company”) will be held on Wednesday, 18th June 2025 at
11:00 AM (IST) through Video Conferencing (‘VC’) or Other Audio-Visual Means (‘OAVM’) to
transact the following businesses:
SPECIAL BUSINESS:
1. APPOINTMENT OF MR. UTKARSH SINGH (DIN: 09244896) AS NON-EXECUTIVE
NON-INDEPENDENT DIRECTOR OF THE COMPANY
To consider and if thought fit, pass with or without modification, the following resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to Sections 149, 152, 197 and other applicable provisions of the
Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules,
2014 and in compliance with Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment
thereof for the time being in force) Mr. Utkarsh Singh (DIN: 09244896), who was appointed as
an Additional Director (Non-Executive, Non-Independent) by the Board of Directors w.e.f. 19th
March 2025, pursuant to the provisions of Section 161 of the Companies Act, 2013 read with
Articles of Association of the Company and in respect of whom the Company has received a
Notice in writing under Section 160(1) of the Companies Act, 2013 and based on the
recommendation from Nomination & Remuneration Committee and Board proposing his
candidature for the office of a Director, be and is hereby appointed as a Non-Executive Non-
Independent Director of the Company, liable to retire by rotation, effective from 18th June 2025.
RESOLVED FURTHER THAT the Board of Directors of the Company (including its
Committee thereof) and the Company Secretary be and are hereby severally authorised to do all
such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose
of giving effect to this resolution.”
----------------Page (7) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
2. APPROVAL BY RATIFICATION OF MATERIAL RELATED PARTY
TRANSACTIONS WITH AYURVEDAGRAM HERITAGE WELLNESS CENTRE
PRIVATE LIMITED FOR THE FY 2024-25 WHICH HAS EXCEEDED THE
PRESCRIBED LIMITS FOR THE YEAR ENDED MARCH 31, 2025.
To consider and if thought fit, pass with or without modification, the following resolution as a
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Regulation 23 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
till date and in accordance with the applicable provisions of the Companies Act, 2013, if any,
read with rules made thereunder (including any statutory modification(s) or re-enactment thereof,
for the time being in force), the following Material Related Party Transactions entered into in the
ordinary course of business and at arm’s length with “Ayurvedagram Heritage Wellness Centre
Private Limited” by the Company, for the year ended March 31, 2025 which has exceeded the
prescribed limits of 10% of the consolidated turnover (as on March 31, 2024), be and are hereby
ratified / approved.
Particulars Amount Rs.
Materiality threshold limit being 10% of the Company’s
annual consolidated turnover
₹10.78 Crores
actual transactions ₹12.84 Crores
Variation ₹2.06 Crores
RESOLVED FURTHER THAT any of the directors, or the Chief Financial Officer or Chief
Executive Officer or the Company Secretary be and are hereby severally authorised to do all such
acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of
giving effect to this resolution.”
3. INCREASE IN MATERIALITY THRESHOLD LIMIT FOR TRANSACTIONS WITH
AYURVEDAGRAM HERITAGE WELLNESS CENTRE PRIVATE LIMITED FOR
FINANCIAL YEAR 2025-26 AND 2026-27.
To consider and if thought fit, pass with or without modification, the following resolution as a
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Regulation 23 and other applicable
provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time, read with applicable provisions
of the Companies Act, 2013 and the rules made thereunder (including any statutory
modification(s) or re-enactment thereof for the time being in force), and subject to such other
approvals, consents, permissions and sanctions as may be necessary, the approval of the members
----------------Page (8) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
of the Company be and is hereby accorded to revise and increase the materiality threshold limit
for entering into material related party transactions with Ayurvedagram Heritage Wellness Centre
Private Limited, a related party within the meaning of Regulation 2(1)(zb) of the SEBI (LODR)
Regulations, 2015 and Section 2(76) of the Companies Act, 2013, for an amount not exceeding
₹20,00,00,000/- (Rupees Twenty Crore only) during the financial year 2025-26 and 2026-27.
RESOLVED FURTHER THAT any of the directors, or the Chief Financial Officer or the Chief
Executive Officer or the Company Secretary be and are hereby severally authorised to do all such
acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of
giving effect to this resolution.”
4. INCREASE IN THE EMPLOYEE STOCK OPTION POOL UNDER THE KERALA
AYURVEDA EMPLOYEE RESTRICTED STOCK UNIT PLAN, 2023 (ESOP 2023)
To consider and if thought fit, pass with or without modification, the following resolution as a
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable
provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 12 of the Companies (Share
Capital and Debentures) Rules, 2014, the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”), the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI LODR Regulations”), and other applicable laws, rules, regulations,
circulars and notifications (including any amendment(s), statutory modification(s), or re-
enactment(s) thereof for the time being in force), and subject to such approvals, consents,
permissions and sanctions as may be required from appropriate regulatory or other authorities,
and in accordance with the recommendation of the Nomination and Remuneration Committee
and approval of the Board of Directors of the Company, consent of the members be and is hereby
accorded for increasing the existing Employee Stock Option Pool under the ‘Kerala Ayurveda
Employee Restricted Stock Unit Plan, 2023’ (ESOP 2023), from 6,66,640 (Six Lakhs Sixty-Six
Thousand Six Hundred Forty) options to 12,03,245 [Twelve lakhs three thousands two hundred
and forty five] options, representing 10% of the paid-up equity share capital of the Company as
on the date of this notice, for the purpose of granting Restricted Stock Units (RSUs) or Stock
Options to eligible employees of the Company and its subsidiaries, in accordance with the terms
and conditions of the said Plan, as amended from time to time.
RESOLVED FURTHER THAT all other terms and conditions of the Kerala Ayurveda
Employee Restricted Stock Unit Plan, 2023, as approved by the shareholders at their meeting
held on 20th December 2023 shall continue to remain in full force and effect.
RESOLVED FURTHER THAT the Board of Directors or the Nomination and Remuneration
Committee be and is hereby authorized to take all necessary steps for effective implementation
of this resolution and the revised stock option pool, including but not limited to finalizing the
----------------Page (9) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
number of additional options, making necessary filings with stock exchanges, SEBI, and other
authorities, modifying relevant plan documents, issuing grant letters to eligible employees, and
to settle any questions, difficulties, or doubts that may arise in this regard, and to do all such acts,
deeds, matters, and things as it may, in its absolute discretion, deem necessary, expedient, usual,
or proper in relation to the above, and to delegate all or any of its powers herein conferred to any
Director, Chief Financial Officer, Company Secretary, or any other officer(s) or authorized
representative(s) of the Company.”
By order of the Board
For Kerala Ayurveda Limited
Dr. Kunjupanicker Anilkumar
Whole-time Director
(DIN: 00226353)
Registered Office:
XV/551 Nedumbaserry, Athani,
Ernakulam, Aluva, Kerala-683585, India.
Date: 26.05.2025
Place: Athani
----------------Page (10) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
NOTES:
1. In view of the Ministry of Corporate Affairs, Government of India (“MCA”) General Circular Nos.
14/2020, 17/2020, 20/2020, 02/2021, 21/2021, 02/2022, 10/2022, 09/2023 and 09/2024 dated April 8,
2020, April 13, 2020, May 5, 2020, January 13, 2021, December 14, 2021, May 5, 2022, December
28, 2022, September 25, 2023 and September 19, 2024, respectively, (“MCA Circulars”) and all other
relevant circulars issued from time to time has allowed to conduct of Extra-Ordinary General Meetings
(“EGM”) by Companies through Video Conferencing/ Other Audio Visual Means (“VC/ OAVM”)
and physical attendance of the Members at the EGM venue is not required and EGM will be held
through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend
and participate in the ensuing EGM through VC/OAVM. The registered office of the Company shall
be deemed to be the venue for the EGM.
2. Pursuant to the MCA Circulars read with SEBI Circular dated 7th October 2023 (“SEBI Circular”), the
facility to appoint proxy to attend and cast vote for the members is not available for this EGM. Hence,
the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice. However,
the Body Corporates are entitled to appoint authorized representatives to attend the EGM through
VC/OAVM and participate there at and cast their votes through evoting. Institutional/Corporate
Shareholders are required to send a scanned copy (PDF/JPG format) of its Board or governing body
resolution/authorisation etc., authorising its representative to attend the EGM through VC/OAVM on
its behalf and to vote through remote e-voting. The said resolution/ authorization shall be sent to the
Company Secretary by email to companysecretary@keralaayurveda.biz with a copy marked to
investor@keralaayurveda.biz and scrutinizer at pramod@bmpandco.com at least 48 hours before the
commencement of EGM. No Route map has been sent along with this Notice of the Meeting as the
meeting is held through VC/OAVM.
3. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled
time of the commencement of the Meeting by following the procedure mentioned in the Notice. In
terms of applicable provisions, the facility of participation at the EGM through VC/OAVM is available
for 1000 members on first come first served basis. This will not include large Shareholders
(Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key
Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the
EGM without restriction on account of first come first served basis.
4. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out material
facts concerning the business under Item No. 1, 2, 3 & 4 of the Notice is annexed hereto.
5. The attendance of the Members attending the EGM through VC/OAVM will be counted for the
purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
----------------Page (11) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), MCA
Circulars and SEBI Circular, the Company is providing facility of remote e-Voting to its Members in
respect of the business to be transacted at the EGM. For this purpose, the Company has made necessary
arrangement with Central Depository Services (India) Ltd for facilitating voting through electronic
means, as the authorized agency. The facility of casting votes by a member using remote e-voting
system as well as voting on the day of EGM will be provided by Central Depository Services India
Ltd.
7. In line with the MCA Circulars and SEBI Circular, the Notice for calling the EGM has been uploaded
on the website of the Company at www.keralaayurveda.biz/ The Notice can also be accessed from the
websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com and the EGM Notice is also
available on the website of Central Depository Services (India) Ltd (agency for providing the Remote
e-Voting facility) i.e. www.cdslindia.com.
8. EGM is to be convened through VC/OAVM in compliance with applicable provisions of the
Companies Act, 2013 read with MCA Circulars and SEBI Circular.
9. Members whose names are recorded in the Register of Members or in the Register of beneficial
Owners maintained by the Depositories as on the Cut-off date i.e. Wednesday, 11th June 2025, shall
be entitled to avail the facility of remote e-voting as well as e-voting system on the date of the EGM.
Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as
intimation only.
10. Members holding shares in dematerialised mode are requested to register/update their e-mail addresses
with the relevant Depository Participants. In case of any queries/difficulties in registering the e-mail
address, Members may write to companysecretary@keralaayurveda.biz.
11. The Company has appointed Mr. Pramod S.M. (FCS Membership No. 7834 and Certificate of Practice
No.13784), Partner, BMP & Co., LLP, Practicing Company Secretaries as the Scrutinizer and Mr.
Biswajit Ghosh, (FCS Membership No. 8750 and Certificate of Practice No. 8239), Partner, BMP &
Co., LLP, Practicing Company Secretaries, as an alternate scrutinizer to Mr. Pramod S.M., to
scrutinize the voting and remote e-voting process in a fair and transparent manner.
12. The members who have cast their vote by remote e-voting prior to EGM may also attend the EGM but
shall not be entitled to cast their vote again.
13. Members, who would like to express their view/ ask questions during the EGM with regard to the
financial statements or any other matter to be placed at the EGM, need to pre-register themselves as a
speaker by sending a request from their registered email address mentioning their name, DP ID and
----------------Page (12) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
Client ID number/ folio number and mobile number, to reach the Company’s email address at
companysecretary@keralaayurveda.biz latest by Monday, 16th June, 2025. Those members who have
pre-registered themselves as a speaker will be allowed to express their view/ ask questions during the
EGM, depending upon the availability of time.
14. Any person holding shares in physical form or, who acquires shares of the Company and becomes a
Member of the Company after sending of the Notice and holding shares as of the cut off, may obtain
the login ID and password by sending a request at helpdesk.evoting@cdslindia.com. However, if
he/she is already registered with CDSL for remote e-Voting then he/she can use his/her User ID and
password for casting the vote.
15. Members holding shares in single name and physical form are advised to make nomination in respect
of their shareholding in the Company. The Nomination Form SH-13 prescribed by the Government
can be obtained from the Registrar and Transfer Agent or the Secretarial Department of the Company
at its Registered Office.
16. Members holding shares in physical form are requested to notify any change in their address to the
Company's Registrar & Share Transfer Agent. Members holding shares in electronic form are
requested to intimate the changes, if any, in their address to respective depository participants only.
17. The Scrutinizer shall, immediately after the conclusion of voting at the e-EGM, unblock the votes cast
through remote e-voting and count the same, and count the votes cast during the e- EGM, and shall
may not later than 48 hours of conclusion of the e-EGM, a consolidated Scrutinizer’s Report of the
total votes cast in favor or against, if any, to the Chairman or a person authorised by him in writing,
who shall countersign the same.
18. The Chairman or the person authorized by him in writing shall forthwith on receipt in writing shall
forthwith on receipt of the consolidated Scrutinizer’s Report, declare the Results of the voting. The
Results declared along with the Scrutinizer’s Report(s) will be available on the website of the
Company https://www.keralaayurveda.biz under Investor Section and CDSL’s website
www.evotingindia.com and the communication will be sent to BSE Limited on their respective
website - viz. www.bseindia.com.
19. The results of the electronic voting shall be declared to the Stock Exchanges after the EGM. The results
along with the Scrutinizer’s Report, shall also be placed on the website of the Company.
20. As per Regulation 40 of the SEBI Listing Regulations, as amended, securities of listed companies can
be transferred only in dematerialized form with effect from 1st April 2019. Request received for
transmission or transposition of securities will also be effected only in dematerialized form. In view
of this and to eliminate all risks associated with physical shares and for ease of portfolio management,
members holding shares in physical form are requested to consider converting their holdings to
dematerialized form. Members can contact the Company or Company’s Registrars and Transfer
Agents, Integrated for assistance in this regard.
----------------Page (13) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
21. In view of the ‘Green Initiatives’ introduced by MCA and in terms of the provisions of the Companies
Act, 2013, members who are holding shares of the Company in physical mode, are required to register
their email addresses, so as to enable the Company to send all notices/ reports/ documents/ intimations
and other correspondences, etc., through emails in the electronic mode instead of receiving physical
copies of the same. Members holding shares in dematerialized form, who have not registered their
email addresses with Depository Participant(s), are requested to register/update their email addresses
with their Depository Participant(s).
22. In the case of joint holders attending the e-EGM, the Member whose name appears as the first holder
in the order of names as per the Register of Members of the Company will be entitled to vote.
23. Updation of and other details: SEBI vide its Circulars dated 3rd November 2021 and 14th December
2021 mandated furnishing of PAN, KYC details (i.e. postal address with pin code, email address,
mobile number, bank account details) and Nomination details by holders of physical securities through
Form ISR-1 available in the website: https://www.keralaayurveda.biz/.
It may be noted that any service request or complaint can be processed only after the folio is KYC
compliant. Accordingly, the Company has sent individual letters to all the Members holding shares of
the Company in physical form for furnishing their PAN, KYC and Nomination details.
Members holding shares of the Company in physical form are requested to go through the
requirements hosted on the website of the Company at https://www.keralaayurveda.biz/ and furnish
the requisite details.
24. All documents referred to in the EGM Notice will be available electronically for inspection by the
members, without payment of any fees, from the date of circulation of this Notice upto the date of
EGM, i.e., June 18, 2025. Members seeking inspection of the aforementioned documents can send an
email to companysecretary@keralaayurveda.biz.
----------------Page (14) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
CDSL e-Voting System – For e-voting and Joining Virtual meetings.
1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general
meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate
Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13,
2020, and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held
through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members
can attend and participate in the ensuing AGM/EGM through VC/OAVM.
2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars
dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote
e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose,
the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL)
for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of
casting votes by a member using remote e-voting as well as the e-voting system on the date of the
EGM/AGM will be provided by CDSL.
3. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the
scheduled time of the commencement of the Meeting by following the procedure mentioned in the
Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to
atleast 1000 members on first come first served basis. This will not include large Shareholders
(Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key
Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the
EGM/AGM without restriction on account of first come first served basis.
4. The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the
purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, , the facility to appoint proxy to attend
and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section
112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President
of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM
and cast their votes through e-voting.
6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the
Notice calling the AGM/EGM has been uploaded on the website of the Company at
https://www.keralaayurveda.biz under Investors Section. The Notice can also be accessed from the
websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at
www.bseindia.com and www.nseindia.com respectively. The AGM/EGM Notice is also disseminated
on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system
during the AGM/EGM) i.e. www.evotingindia.com.
7. The AGM/EGM has been convened through VC/OAVM in compliance with applicable provisions of
the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular
No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
----------------Page (15) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
8. In continuation to this Ministry's General Circular No. 20/2020 dated 05.05.2020, General Circular
No. 02/2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and after due
examination, it has been decided to allow companies whose AGMs are due in the Year 2023 or 2024,
to conduct their AGMs through VC or OAVM on or before 30th September, 2024 in accordance with
the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.
THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL
MEETINGS ARE AS UNDER:
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual
shareholders holding shares in demat mode.
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in
physical mode and non-individual shareholders in demat mode.
(i) The voting period begins on Sunday 15th June 2025 at 9:00 a.m. (IST) and ends on Tuesday,
17th June 2025 at 5:00 p.m. (IST). During this period shareholders of the Company, holding
shares either in physical form or in dematerialized form, as on the cut-off date (record date)
Wednesday, 11th June 2025, may cast their vote electronically. The e-voting module shall be
disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote
at the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020,
under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-
voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has
been observed that the participation by the public non-institutional shareholders/retail
shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to
listed entities in India. This necessitates registration on various ESPs and maintenance of
multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it
has been decided to enable e-voting to all the demat account holders, by way of a single
login credential, through their demat accounts/ websites of Depositories/ Depository
Participants. Demat account holders would be able to cast their vote without having to
register again with the ESPs, thereby not only facilitating seamless authentication but also
enhancing ease and convenience of participating in e-voting process.
----------------Page (16) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders
holding shares in demat mode.
(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020
on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in
demat mode are allowed to vote through their demat account maintained with Depositories and
Depository Participants. Shareholders are advised to update their mobile number and email Id in
their demat accounts in order to access e-Voting facility.
Pursuant to the above-said SEBI Circular, Login method for e-Voting and joining virtual meetings
for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
Type of
shareholders
Login Method
Individual
Shareholders
holding
securities in
Demat mode
with CDSL
Depository
1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
id and password. The option will be made available to reach e-Voting page without any further
authentication. The users to login to Easi / Easiest are requested to visit cdsl website
www.cdslindia.com and click on login icon & My Easi New (Token) Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting option for
eligible companies where the evoting is in progress as per the information provided by
company. On clicking the evoting option, the user will be able to see e-Voting page of the e-
Voting service provider for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting. Additionally, there is also links provided to access
the system of all e-Voting Service Providers, so that the user can visit the e-Voting service
providers’ website directly.
3) If the user is not registered for Easi/Easiest, the option to register is available at cdsl website
www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on
registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The
system will authenticate the user by sending OTP on registered Mobile & Email as recorded in
the Demat Account. After successful authentication, user will be able to see the e-Voting option
where the evoting is in progress and also able to directly access the system of all e-Voting
Service Providers.
----------------Page (17) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
Individual
Shareholders
holding
securities in
demat mode
with NSDL
Depository
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services
website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com
either on a Personal Computer or on a mobile. Once the home page of e-Services is launched,
click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section.
A new screen will open. You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under
e-Voting services and you will be able to see e-Voting page. Click on company name or e-
Voting service provider name and you will be re-directed to e-Voting service provider website
for casting your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home
page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID
(i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a
Verification Code as shown on the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting
4) For OTP based login you can click
on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your
8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP
received on registered email id/mobile number and click on login. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting
page. Click on the company name or e-Voting service provider name and you will be re-
directed to e-Voting service provider website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
Individual
Shareholders
(holding
securities in
demat mode)
login through
their
Depository
Participants
(DP)
You can also login using the login credentials of your demat account through your Depository
Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will
be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting
feature. Click on the company name or e-Voting service provider name and you will be
redirected to e-Voting service provider website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
----------------Page (18) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget
User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical
issues related to login through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders holding
securities in Demat mode with CDSL
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
helpdesk.evoting@cdslindia.com or contact at toll
free no. 1800 21 09911
Individual Shareholders holding
securities in Demat mode with NSDL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
evoting@nsdl.co.in or call at : 022 - 4886 7000 and
022 - 2499 7000
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical
mode and non-individual shareholders in demat mode.
(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and
shareholders other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered
with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and
voted on an earlier e-voting of any company, then your existing password is to be used.
----------------Page (19) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
6) If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding
shares in Demat.
PAN Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Shareholders who have not updated their PAN with the
Company/Depository Participant are requested to use the sequence
number sent by Company/RTA or contact Company/RTA.
Dividend
Bank
Details
OR Date of
Birth
(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
recorded in your demat account or in the company records in order to login.
If both the details are not recorded with the depository or company,
please enter the member id / folio number in the Dividend Bank details
field.
(vi) After entering these details appropriately, click on “SUBMIT” tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection
screen. However, shareholders holding shares in demat form will now reach ‘Password
Creation’ menu wherein they are required to mandatorily enter their login password in the
new password field. Kindly note that this password is to be also used by the demat holders for
voting for resolutions of any other company on which they are eligible to vote, provided that
company opts for e-voting through CDSL platform. It is strongly recommended not to share
your password with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on
the resolutions contained in this Notice.
(ix) Click on the EVSN250527003 for the relevant < Kerala Ayurveda Limited> on which you
choose to vote.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the
option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies
that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to
change your vote, click on “CANCEL” and accordingly modify your vote.
----------------Page (20) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your
vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the
Voting page.
(xv) If a demat account holder has forgotten the login password then Enter the User ID and the
image verification code and click on Forgot Password & enter the details as prompted by the
system.
(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made
available to scrutinizer for verification.
(xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote
Voting only.
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are
required to log on to www.evotingindia.com and register themselves in the “Corporates”
module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be
emailed to helpdesk.evoting@cdslindia.com.
After receiving the login details a Compliance User should be created using the admin login
and password. The Compliance User would be able to link the account(s) for which they wish
to vote on.
The list of accounts linked in the login will be mapped automatically & can be delink in case
of any wrong mapping.
It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA)
which they have issued in favour of the Custodian, if any, should be uploaded in PDF format
in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required mandatory to send the relevant Board
Resolution/ Authority letter etc. together with attested specimen signature of the duly
authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the
email address viz; info@keralaayurveda.biz (designated email address by company), if they
have voted from individual tab & not uploaded same in the CDSL e-voting system for the
scrutinizer to verify the same.
----------------Page (21) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH
VC/OAVM & E-VOTING DURING THE MEETING ARE AS UNDER:
1. The procedure for attending meetings & e-Voting on the day of the AGM/ EGM is the same as
the instructions mentioned above for e-voting.
2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will
be displayed after successful login as per the instructions mentioned above for e-voting.
3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting.
However, they will not be eligible to vote at the AGM/EGM.
4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid
any disturbance during the meeting.
6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to
mitigate any kind of aforesaid glitches.
7. Shareholders who would like to express their views/ask questions during the meeting may register
themselves as a speaker by sending their request in advance atleast three days prior to meeting
i.e. Monday, 16th June 2025 mentioning their name, demat account number/folio number, email
id, mobile number at (company email id). The shareholders who do not wish to speak during the
AGM but have queries may send their queries in advance three days prior to meeting i.e.
Monday, 16th June 2025 mentioning their name, demat account number/folio number, email id,
mobile number at (company email id). These queries will be replied to by the company suitably
by email.
8. Those shareholders who have registered themselves as a speaker will only be allowed to express
their views/ask questions during the meeting.
9. Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and
have not casted their vote on the Resolutions through remote e-Voting and are otherwise not
barred from doing so, shall be eligible to vote through e-Voting system available during the
EGM/AGM.
10. If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM
and if the same shareholders have not participated in the meeting through VC/OAVM facility,
then the votes cast by such shareholders may be considered invalid as the facility of e-voting
during the meeting is available only to the shareholders attending the meeting.
----------------Page (22) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT
REGISTERED WITH THE COMPANY/DEPOSITORIES.
1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder,
scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN
card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email
id.
2. For Demat shareholders - Please update your email id & mobile no. with your respective
Depository Participant (DP)
3. For Individual Demat shareholders – Please update your email id & mobile no. with your
respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual
meetings through Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting
System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21
09911.
All grievances connected with the facility for voting by electronic means may be addressed to Mr.
Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th
Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai -
400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free no. 1800 21 09911.
----------------Page (23) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE
COMPANIES ACT, 2013 (“THE ACT”)
The following Statement sets out all material facts relating to Item Nos. 1 to 4 mentioned in the
accompanying Notice:
ITEM NO. 1
:
Mr. Utkarsh Singh (DIN: 09244896) was appointed as an Additional Director in the category of Non-
Executive, Non-Independent Director, by the Board of Directors on March 19, 2025, subject to the
approval of the Members.
In terms of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), the appointment of Mr. Utkarsh Singh is subject to
approval of shareholders of the Company within a time period of three months from the date of
appointment. It is therefore proposed to obtain the approval of shareholders through this Extraordinary
General Meeting.
The Company has received a recommendation from the Nomination & Remuneration Committee and
the Board proposing his candidature for the office of Director.
Mr. Utkarsh Singh is a seasoned legal professional with over nine years of extensive expertise in
general corporate law, mergers and acquisitions, capital markets, commercial transactions, regulatory
advisory, and private client estate planning and succession. He specializes in advising clients on
establishing and structuring businesses in India and the Middle East, offering strategic counsel to listed
companies, financial institutions, and multinational corporations on complex legal and regulatory
matters.
Throughout his career, Mr. Singh has played a pivotal role in numerous high-profile transactions and
advisory mandates, particularly in the areas of public markets and cross-border investments. His
clientele includes international funds, institutional investors, and global enterprises, whom he assists
in navigating intricate legal frameworks and compliance landscapes.
Prior to founding S&K Partners, Mr. Singh honed his legal expertise at Trilegal, one of India’s premier
law firms, and subsequently at a leading law firm in the United Arab Emirates, gaining valuable
international exposure in corporate and commercial law. He holds a B.L.S. LL.B. degree from
Government Law College, Mumbai, and is a member of the Bar Council of Delhi.
The Company has received from Mr. Utkarsh Singh:
----------------Page (24) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
(i) consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies
(Appointment & Qualification of Directors) Rules, 2014 (“the Appointment Rules”),
(ii) intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not
disqualified under sub-section (1) and (2) of Section 164 of the Act, and
(iii) affirmation that he has not been debarred or disqualified from being appointed or continuing
as Director of a company by the Securities and Exchange Board of India, Ministry of
Corporate Affairs, or any such other Statutory Authority.
The additional information required under Regulation 36 of the SEBI (LODR) Regulations, 2015 and
applicable Secretarial Standards is annexed as Annexure-I to the Notice.
A copy of the draft letter for the appointment of Mr. Utkarsh Singh, setting out the terms and
conditions, is available for electronic inspection without any fee by the members.
In compliance with the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and
other applicable regulations, the appointment of Mr. Utkarsh Singh as a Non-Executive, Non-
Independent Director, liable to retire by rotation, is now placed for the approval of the Members by an
Ordinary Resolution.
None of the Directors and/or Key Managerial Personnels of the Company and their relatives except to
the extent of their shareholding in the Company and except Mr. Utkarsh Singh to whom the resolution
relates, is in any way concerned or interested, financially or otherwise in the resolutions set out at Item
No. 1 of the Notice.
ITEM NO. 2:
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), as amended, inter alia stipulate that all material related
party transactions (individually or taken together with previous transactions during a financial year)
shall require prior approval of the shareholders of the Company, and that no related party shall vote to
approve such resolutions whether the entity is a related party to the particular transaction or not.
A transaction with a related party shall be considered material if the transaction(s) to be entered into
individually or taken together with previous transactions during a financial year exceeds rupees one
thousand crore or ten per cent of the annual consolidated turnover of the Company as per the last
audited financial statements of the Company, whichever is lower.
For the financial year ended March 31, 2024, the materiality threshold for Related Party Transactions
of the Company stands at ₹10.78 Crores, being 10% of the Company’s annual consolidated turnover
based on the last audited financial statements.
In the ordinary course of business and on an arm’s length basis, the Company enters into various
transactions with its related parties. During the financial year 2024-25, the Company has entered into
----------------Page (25) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
various transactions with Ayurvedagram Heritage Wellness Centre Private Limited, a related party
as per Regulation 2(1) (zb) of the Listing Regulations such as sale & purchase of products, availing of
services and advances.
At the beginning of the financial year, the estimated value of transactions with Ayurvedagram Heritage
Wellness Centre Private Limited was within the applicable materiality threshold. However, due to
increased participation and higher-than-anticipated demand for wellness services and programs
undertaken by the Company as part of its employee-centric initiatives, the total value of such
transactions during the financial year 2024-25 amounted to ₹12.84 Crores, thereby breaching the
prescribed materiality threshold of ₹10.78 Crores without obtaining the requisite prior approval from
the shareholders of the Company as mandated under Regulation 23(4) of the Listing Regulations.
Upon identification of this inadvertent non-compliance, the Company promptly undertook necessary
corrective actions, including obtaining ratification and approval from the Audit Committee and placing
the matter before the Board of Directors for its recommendation to seek shareholder approval for
ratification at the ensuing General Meeting. It is pertinent to note that the non-compliance was entirely
inadvertent and not deliberate. As soon as it came to the Company’s attention, immediate steps were
taken to rectify the lapse. The Company has not derived any undue profit or avoided any loss on
account of this non-compliance, and no harm, loss, or prejudice has been caused to any investor.
In view of the above, the Company seeks to suo-moto and voluntarily settle all proceedings that may
arise and engage with the Securities and Exchange Board of India on such terms as may be mutually
acceptable, in accordance with the applicable regulations on settling the same by consent in full and
final settlement of any and all proceedings that may be proposed or contemplated in this respect.
As per the provisions of Regulation 23(4) of the Listing Regulations, no related party shall vote to
approve such resolutions whether the entity is a related party to the particular transaction or not.
Accordingly, all related parties of the Company, including the promoter and promoter group, shall
abstain from voting on the Resolution at item no.2.
None of the Directors or Key Managerial Personnel of the Company or their relatives, except to the
extent of their shareholding in the Company and except for their association with the related party, if
any, are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item
No. 2 of this Notice.
ITEM NO. 3:
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), as amended, inter alia stipulate that all material related
party transactions (individually or taken together with previous transactions during a financial year)
shall require prior approval of the shareholders of the Company by way of an ordinary resolution, and
that no related party shall vote to approve such resolutions, whether the entity is a related party to the
particular transaction or not.
----------------Page (26) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
As per Regulation 23(1A) of the Listing Regulations, a transaction with a related party shall be
considered material if the transaction(s) to be entered into individually or taken together with previous
transactions during a financial year exceeds rupees one thousand crore or ten percent of the annual
consolidated turnover of the Company as per the last audited financial statements of the Company,
whichever is lower.
For the financial year ended March 31, 2025, the materiality threshold for related party transactions
of the Company stands at ₹12.54 crore, being 10% of the annual consolidated turnover of the Company
as per the last audited financial statements.
Further, considering the continuing increase in transactions involving a transfer of resources, services
or obligations such as sale & purchase of products, availing of services, loans, advances and the
likelihood of higher transaction value in the upcoming financial year, the Audit Committee and the
Board of Directors, at their respective meetings held on 26th May 2025, have also recommended
obtaining shareholders' prior approval for increasing the materiality threshold limit for related party
transactions wi sale & purchase of products, availing of services, loans, advances.
the Ayurvedagram Heritage Wellness Centre Private Limited up to ₹20,00,00,000/- (Rupees Twenty
Crore only) for the financial year 2025-26 by passing an Ordinary Resolution. These transactions shall
continue to be undertaken in the ordinary course of business and on an arm’s length basis.
The estimated value-related party transactions for the FY 2025-26 are as under:
Sl
No.
Particulars of the Transaction Projections for the FY 2025-26
with Ayurvedagram Heritage
Wellness Centre Private Limited
1. Sale of Products 4,00,00,000
2. Services to KAL 2,00,00,000
3. Services by KAL 4,00,00,000
4. Advances to KAL 5,00,00,000
5. Advances from KAL 5,00,00,000
As per the provisions of Regulation 23(4) of the Listing Regulations, no related party shall
vote to approve such resolutions whether the entity is a related party to the particular
transaction or not. Accordingly, all related parties of the Company, including the promoter
and promoter group, shall abstain from voting on the Resolution at item no.3.
None of the Directors or Key Managerial Personnel of the Company or their relatives, except to the
extent of their shareholding in the Company and except for their association with the related party, if
any, are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item
No. 3 of this Notice.
----------------Page (27) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
ITEM NO. 4:
The members of the Company had earlier approved the Kerala Ayurveda Employee Restricted
Stock Unit Plan, 2023 (“ESOP 2023” or “Plan”) by way of a special resolution passed at their
Extraordinary General Meeting held on 20th December 2023, authorizing the creation and grant of up
to 6,66,640 (Six Lakhs Sixty-Six Thousand Six Hundred Forty) Restricted Stock Units (RSUs) to
eligible employees of the Company and its subsidiaries (if any), in accordance with the provisions of
the Companies Act, 2013, the SEBI (SBEB and Sweat Equity) Regulations, 2021 (“SEBI SBEB
Regulations”), and other applicable laws.
In line with the Company’s business growth strategy and its continuous efforts to attract, retain, and
motivate skilled and experienced professionals, the Board of Directors and the Nomination and
Remuneration Committee (“NRC”) have reviewed the current pool size and noted that a substantial
portion of the existing pool of 6,66,640 options has already been granted, and the remaining balance
is expected to be exhausted shortly in view of the ongoing employee grant cycles and the Company’s
increased manpower requirements due to business expansion.
Considering the Company’s future operational scale-up plans, competitive industry talent demands,
and the need to retain and incentivize key resources, the NRC and the Board have proposed to enhance
the size of the Employee Stock Option Pool under ESOP 2023 by creating an additional options,
thereby increasing the total pool size from 6,66,640 (Six Lakhs Sixty-Six Thousand Six Hundred
Forty) options to 12,03,245 [Twelve lakhs three thousands two hundred and forty five] options,
representing 10% of the paid-up equity share capital of the Company as on the date of this notice.
This increase will enable the Company to continue rewarding eligible employees for their contribution
to the overall growth and performance of the Company and its subsidiaries, and to better align
employee interests with those of the shareholders.
Disclosures as required under Regulation 6(2) of the SEBI SBEB Regulations, 2021:
Particulars Details
Brief description of the Plan
ESOP 2023 contemplates granting employee stock options to
the eligible employees and Directors of the Company and its
subsidiaries, as may be determined in due compliance of
extant law and provisions of ESOP 2023. After vesting of
Options, the option grantee earns a right (but not obligation)
to exercise the vested options within the exercise period and
obtain equity shares of the Company subject to payment of
exercise price and satisfaction of any tax obligation arising
thereon.
----------------Page (28) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
Particulars Details
The Nomination and Remuneration Committee
(“Committee”) of the Company shall supervise ESOP 2023.
The total number of options, SARs,
shares or benefits, as the case may
be, to be offered and granted
Subject to the limits specified in the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(SBEB Regulations), the maximum number of Options that
may be granted to an Eligible Employee during a year shall
not exceed:
(i) one percent of the issued capital of the Company at the time
of grant of options during any one year; and
(ii)10% in aggregate.
The Nomination and Remuneration Committee may decide to
grant such number of Options equal to or exceeding 1% of the
issued share capital of the Company to any eligible Employee
as the case may be, subject to the separate approval of the
Shareholders in a general meeting.
Maximum quantum of benefits to be
provided per employee under a
scheme(s);
Total number of options earlier approved: 6,66,640 options
Total number of additional options proposed to be added
to the pool: 5,36,605 options
Revised total number of options post increase: 12,03,245
options
Total number of options as a
percentage of paid-up equity capital 10% (post proposed increase)
Identification of classes of
employees entitled to participate and
be beneficiaries under the Plan
Following classes of employees are entitled to participate in
the ESOP 2023:
‘Eligible Employee’ means the Employees as may be
determined to
be eligible to be Granted Employee Stock Options under the
ESOP 2023 by the Board/ Nomination and Remuneration
Committee, in accordance with Applicable Laws.
‘Employee’ shall have the meaning given to the term under
Applicable
Laws, including the SEBI SBEB Regulations.
Requirements of vesting and period
of vesting
Vesting of Options would be subject to:
continued / uninterrupted employment with the Company and
thus the Options would Vest on passage of time, and continued
employment of the Eligible Employee with the Company,
----------------Page (29) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
Particulars Details
subject to completion of a minimum period of 1 (One) year
from the date of the Grant of Option.
and / or the Company achieving such valuation, to the extent
applicable and as may be set out in the Letter of Grant.
Options Granted under this ESOP 2023 would Vest in the
manner decided by the Committee and specified in the Grant
Letter, and in any event not earlier than 1 (one) year from the
date of Grant of such Options and no later than a period of 4
years from the Grant Date.
Maximum period (subject to
regulation 18(1) and 24(1) of these
regulations, as the case may be)
within which the options /
SARs/benefits shall be vested
Options Granted under this Plan would Vest in the manner
decided by the Committee and specified in the Grant Letter,
and in any event not earlier than 1 (one) year from the date
Pricing formula
‘Exercise Price’ shall be the face value of the equity shares of
the Company from time to time.
The Exercise Price shall be paid in full upon the exercise of
the Vested Options. The payment of Exercise Price and
applicable taxes, if any, in respect of exercise of the Options
shall be made by the Grantee to the Company, as the
Committee or the Company, may prescribe, at the time of
Exercise.
exercise period/offer period and
process of exercise/acceptance of
offer;
‘Exercise Period’ in relation to an Option shall mean the time
period specified in the Grant Letter with respect to such
Options, within which a Grantee is required to apply for
Exercise of such Options after Vesting or as may be decided
by the Committee from time to time.
Exercise of the Options shall take place at the time, and
manner
prescribed by the Committee and by executing such
documents as may be required under the Applicable Laws to
pass a valid title to the relevant Equity Shares to the Grantee,
free and clear
of any liens, encumbrances and transfer restrictions save for
those set out therein.
----------------Page (30) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
Particulars Details
An Option shall be deemed to be exercised only when the
Committee receives written or electronic notice of Exercise
along with requisite details and the Exercise Price along with
applicable taxes, if any, from the Grantee/persons entitled to
exercise the Option.
On Exercise, the Grantee can subscribe to/ acquire the Shares
on full payment of the Exercise Price and applicable taxes, if
any, required to be deducted/collected by the Company in
respect of exercise of the Options, and the Company shall
allot/ transfer the Shares to the Grantee.
Notwithstanding anything else contained in this Plan, if the
Grantee does not Exercise his Vested Options within the time
specified the Grant Letter and this Plan, the Options shall
stand lapsed.
Appraisal process for determining
eligibility
As determined by the Nomination and Remuneration
Committee
Maximum number of options, SARs,
shares, as the case may be, to be
offered and issued per employee and
in aggregate, if any;
Subject to the limits specified in the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(SBEB Regulations), the maximum number of Options that
may be granted to an Eligible Employee during a year shall
not exceed:
(i) one percent of the issued capital of the Company at the time
of grant of options during any one year; and
(ii) 10% in aggregate.
The Nomination and Remuneration Committee may decide to
grant such number of Options equal to or exceeding 1% of the
issued share capital of the Company to any eligible Employee
as the case may be, subject to the separate approval of the
Shareholders in a general meeting.
whether the scheme(s) is to be
implemented and administered
directly by the company or through a
trust;
the ESOP 2023 Plan shall be administered by the Nomination
and Remuneration Committee (subject to compliance with
Regulation 19 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time), which may
delegate its duties and powers in whole or in part as it
determines.
----------------Page (31) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
Particulars Details
Whether the scheme(s) involves new
issue of shares by the company or
secondary acquisition by the trust or
both;
Not Applicable
The amount of loan to be provided
for implementation of the scheme(s)
by the company to the trust, its
tenure, utilization, repayment terms,
etc
Not Applicable
maximum percentage of secondary
acquisition (subject to limits
specified under the regulations) that
can be made by the trust for the
purposes of the scheme(s)
Not Applicable
A statement to the effect that the
company shall conform to the
accounting policies specified in
regulation 15;
The Company shall comply with the accounting policies and
disclosure policies prescribed under the SEBI Regulations in
connection with Grant and Exercise of Options.
The method which the company shall
use to value its options or SARs
‘Fair Market Value’ shall mean: (i) for grants prior to the IPO,
value as determined by an independent valuer, appointed by
the Board / Committee; (ii) for grants post IPO, the latest
available closing price, prior to the date of the Board meeting,
in which Options are granted, on the stock exchange on which
the Equity
Shares of the Company are listed. The value which Board/
Committee accepts as the Fair Market Value in accordance
with the foregoing norms shall be final and binding on all
parties.
The following statement, if
applicable: ‘In case the company opts
for expensing of share based
employee benefits using the intrinsic
value, the difference between the
employee compensation cost so
computed and the employee
compensation cost that shall have
been recognized if it had used the fair
value, shall be disclosed in the
Directors' report and the impact of
this difference on profits and on
Not Applicable
----------------Page (32) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
Particulars Details
earnings per share ("EPS") of the
company shall also be disclosed in
the Directors' report
Lock-in period NIL.
Terms & conditions for buyback, if
any, of specified securities covered
under these regulations.
In the event of corporate action such as rights issue, bonus
issue, merger, sale of division and others (including buy back
of shares, split, consolidation of Shares, etc.), the Committee,
in consultation with the Board, may determine a fair and
reasonable adjustment to the entitlement of Eligible
Employees under the Plan, including by way of adjustment to
the number of Options (Vested as well as Unvested) and/ or
the Exercise Price in respect of the Options to be such number
and/ or Exercise Price as is appropriate in accordance with the
SEBI Regulations and other Applicable Laws. Any such
determination shall not be detrimental to the interest of the
Grantees. In this regard, the following shall, inter alia, be taken
into account by the Committee and the Board: The number and
price of Options shall be adjusted in a manner such that the
total value of the Options to a Grantee remains the same after
the corporate action; and The Vesting Period and the life of the
Options shall be left unaltered as far as possible to protect the
rights of the Grantees who have been granted such Options.
Statement on the valuation
Valuation of RSUs/options shall be undertaken in accordance
with applicable accounting standards and regulatory
requirements at the time of each grant/allotment.
Other Disclosures under Companies Act, 2013 and SEBI LODR Regulations:
The increase in the Employee Stock Option Pool does not result in dilution beyond the limits
permitted under applicable SEBI regulations.
All existing terms and conditions of the Kerala Ayurveda Employee Restricted Stock Unit
Plan, 2023, as approved by the members earlier, shall remain unchanged.
The proposed increase in the pool is being made in compliance with Regulation 12 of SEBI
SBEB Regulations and Regulation 30 read with Schedule III of SEBI (LODR) Regulations,
2015, and necessary filings and disclosures shall be made with the Stock Exchange(s) as
applicable.
The proposed increase in the pool size of ESOP 2023 was recommended by the Nomination and
Remuneration Committee at its meeting held on 26th May 2025 and approved by the Board of Directors
at its meeting held on 26th May 2025.
----------------Page (33) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are, in
any way, concerned or interested, financially or otherwise, in the resolution, except to the extent of
the RSUs that may be granted to them under the Plan, if they are eligible employees as per the terms
of the Plan.
The relevant documents pertaining to the proposed increase, along with copies of the ESOP 2023 Plan
and NRC and Board resolutions, are available for inspection by the members at the Registered Office
of the Company during business hours on all working days up to the date of the EGM.
The Board recommends the Special Resolution for the approval of the members.
----------------Page (34) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
ANNEXURE-I
ADDITIONAL INFORMATION OF DIRECTORS AS REQUIRED UNDER REGULATION
36(3) OF SEBI (LISTING OBLIGATIONS DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015 AND SECRETARIAL STANDARDS-2 ISSUED BY ICSI:
Name of Director Mr. Utkarsh Singh
DIN 09244896
Date of Birth and Age 13/11/1993
Date of first appointment on the
Board
19/03/2025
Qualifications B.L.S. LL.B. from Government Law College, Mumbai, and
is a member of the Bar Council of Delhi
Relationship with other Directors,
Manager and other Key
Managerial Personnel (KMP) of
the Company
Not related to any Directors or KMPs of the Company.
Experience (including expertise in
specific functional areas) / Brief
Resume
Utkarsh Singh is the Founder and Partner at S&K Partners,
with over nine years of experience in corporate law, M&A,
capital markets, regulatory advisory, and private client
services. He specializes in business structuring and strategic
legal counsel for listed companies, financial institutions, and
multinational corporations across India and the Middle East.
Utkarsh has led numerous high-profile transactions and
advisory mandates, particularly in public markets and cross-
border investments. Before establishing S&K Partners, he
built his expertise at Trilegal and a top-tier law firm in the
UAE.
Directorships held in other Public
Companies (excluding foreign
companies)
Six
Names of listed entities from
which the appointee director has
resigned in the past three years
Not Applicable
Memberships / Chairmanships of
Committees of other Public
Companies (includes only Audit
Committee and Stakeholders
Relationship Committee)
Not Applicable
No. of shares held in the Company
(self and as a beneficial owner)
Not Applicable
----------------Page (35) Break----------------
Registered Office: Corporate Office: Kerala Ayurveda Limited (An ISO 9001:2015 Certified Company) Kerala Ayurveda Ltd, Ground Floor, BKN
XV/551, Athani, Nedumbassery, Ernakulam, Kerala, 683585. Ambaram Estate
CIN: L24233KL1992PLC006592 No.648/1, 1st Main, Binnamangala, 1st Stage Ph: +91 484 2476301/2/3/4 Indiranagar, Bengaluru-560038
Ph:+91- 080- 43760897
email: info@keralaayurveda.biz
www.keralaayurveda.biz
No. of Board Meetings attended
during FY 2024-25
NIL
Terms and conditions of
appointment / reappointment
As set out in the Explanatory Statement
Remuneration last drawn Not Applicable
Skills and capabilities required
for the role and the manner in
which the proposed person meets
such
requirements
As set out in the Explanatory Statement
Number of shares held in the
Company as on 31.03.2025
Nil
----------------Page (36) Break----------------