Nature of the Event

This is a corrigendum to the Notice of the 34th Annual General Meeting (AGM) issued under Regulation 30 of the SEBI Listing Regulations. It revises the details of a proposed preferential allotment of equity shares, which is Item No. 4 on the AGM agenda.

Key Quantitative Figures and Revisions

  • The number of equity shares proposed to be issued to Katra Holding Private Limited has been revised downward from 720,000 to 655,000 equity shares of ₹10 each.
  • The issue price per share is ₹190.37 (Face Value: ₹10, Premium: ₹180.37).
  • The total issue size is ₹12,46,92,350 (approx. ₹12.47 crore).
  • This amount will be adjusted against an existing unsecured loan of ₹26,41,20,000 (approx. ₹26.41 crore) due to Katra Holding.

Dates of Action

  • Original AGM Notice Date: September 5, 2026
  • Board Meeting approving revision: September 22, 2026
  • AGM Date: September 28, 2026, at 11:00 A.M. IST
  • Relevant Date for pricing calculation: August 28, 2026
  • The allotment must be completed within 15 days of passing the special resolution at the AGM, or within 15 days of receiving the last required regulatory approval.

Parties Involved

  • Issuer: Kerala Ayurveda Limited
  • Allottee: Katra Holding Private Limited (A Promoter Group entity)
  • Ultimate Beneficial Owner: Ramesh Vangal
  • Regulators: BSE Limited (where the company is listed), Securities and Exchange Board of India (SEBI)
  • Valuer: M/s. BMP & Co. LLP, Practicing Company Secretaries

Purpose and Rationale

The stated purpose of the preferential issue is to strengthen the company's financial position by:

  • Reducing liabilities (converting loan to equity).
  • Increasing the capital base.
  • Reducing debt exposure.
  • Increasing the Net Worth of the Company.

The intent of the allotment is to ensure the post-issue holding of Katra Holding does not exceed 5% of the post-issue share capital, in compliance with SEBI Takeover Regulations.

Financial and Operational Impact

  • Capital Structure Impact: The allotment will change the shareholding pattern of the company.
  • Pre-Issue Holding of Katra Holding: 630,000 shares (4.85% actual, 4.57% diluted).
  • Post-Issue Holding of Katra Holding: 1,285,000 shares (9.41% actual, 8.89% diluted).
  • Cash Flow Implication: The consideration for the shares is non-cash; it will be adjusted against the outstanding loan, resulting in a reduction of liability.
  • The Equity Shares will rank pari-passu with existing shares and will be subject to a lock-in period of 90 days from the date of trading approval as per SEBI ICDR Regulations.

Shareholding Pattern Change (Summary)

The grand total of paid-up share capital will change as follows:

  • Pre-Issue (Actual): 1,29,95,085 shares
  • Post-Issue (Actual): 1,36,50,085 shares
  • The promoter group's total holding will increase from 35.61% to 38.70% on an actual basis.

Other Disclosures and Compliance

  • The company confirms it is eligible for the preferential issue and is in compliance with continuous listing conditions.
  • No director, promoter, or the company has been declared a wilful defaulter or a fugitive economic offender.
  • The proposed allottee has not sold any shares in the 90 trading days preceding the relevant date (August 28, 2026).
  • Except promoter director Mr. Ramesh Vangal, no other directors or key managerial personnel are interested in the resolution.

Distribution of Corrigendum

The corrigendum is being circulated electronically to members and will be available on the company's website (www.keralaayurveda.biz), BSE website (www.bseindia.com), and CDSL website (www.evotingindia.com). A newspaper announcement will also be published.