The Directors have pleasure in presenting the 33,d Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31’“ March 2025.
1. FINANCIAL RESULTS
The Company's financial performance during the year 2024-25 along with previous year figures is summarized below.
Kerala Avurveda Limited:
(In Lakhs)
|
Particulars
|
Standalone
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Consolidated
|
|
2024-25
|
2023-24
|
2024-25
|
2023-24
|
|
Net Sales /Income from Business Operations
|
7.26S.92
|
6.803.65
|
12,033.35
|
10.315.11
|
|
Other Income
|
517.13
|
300.66
|
181.68
|
30.05
|
|
Total Income
|
7,786.05
|
7.104.31
|
12,215.03
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10,345.16
|
|
Less: Total expenses including Depreciation
|
9.134.18
|
7.120.99
|
13,438.62
|
10.279.58
|
|
Profit before exceptional Items and Tax
|
(1.348.13)
|
(16.68)
|
(1,223.59)
|
65.58
|
|
Prior Period Items
|
-
|
-
|
-
|
-
|
|
Profit before tax
|
(1.348.13)
|
(16.68)
|
(1,223.59)
|
65.58
|
|
Less: Tax ExpensesvTax Credit
|
29.84
|
(22.00)
|
172.31
|
121.60
|
|
Net Profit after Tax
|
(1.377.98)
|
5.32
|
(1J95.90)
|
(56.02)
|
|
Earnings per share (Basic)
|
(11.45)
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0.05
|
(11.60)
|
(0.51)
|
|
Earnings per Share (Diluted)
|
(11.45)
|
0.05
|
(11.60)
|
(0.51)
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The Company docs not propose to transfer any amount to its Reserves for the year under review.
2. REVIEW OF OPERATIONS
During the Financial Year under review, the operational results (Profit before fax) ended with Rs (1.348.13) lacs as against Rs (16.68) Lakhs during the previous year. The Net revenue of the company stands at Rs. 7,268.92 Lakhs as against Rs 6,803.65 Lakhs during the previous year, showing an increase of 6.84%. The consolidated net revenue including its subsidiaries lor the current year, is Rs. 12.033.15 Lakhs against Rs. 10.315.11 Lakhs during the previous year.
There arc no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements related and the date of this report except as mentioned in the Financials.
3. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
Your company lias seven subsidiaries including one step down subsidiary as on 3D*March, 2025 and the details are as under:
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SL No
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Name
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Location
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% of holding
|
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1.
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Ayurvedagram Heritage Wellness Centre Pvt Ltd.
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India
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74
|
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2.
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Ayurvedic Academy Inc.
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USA
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100
|
|
3.
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Suveda Inc. (formerly known as Nutraveda Inc.)
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USA
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100
|
|
4.
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Ayu Natural Medicine Clinic. PS
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USA
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100
|
|
5.
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CMS Katra Holdings LLC
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USA
|
81.67
|
|
6.
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CMS Katra Nursing LLC
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USA
|
100*
|
|
7.
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Nutraveda PTE Ltd.
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Singapore
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100
|
* CMS Katra Holdings LI.C holds 100% shareholding in CMS Katra Nursing l.l.C: hence CMS Katin Nursing LI.C is a step-dov.n subsidiary of your company.
The Company has indirectly acquired 51% stake in the equity share capital of Om Vedic Heritage Centre Pte. Ltd. through its wholly owned subsidiary company i.e. Ayurvedic Academy Inc. at a consideration of SGD 280,000 (equivalent to INK 17,763,200) as per the executed Share Purchase Agreement and Shareholders Agreement and same has been approved by ACRA. regulator of Singapore.
The statement containing salient features of the linancial statement of subsidiarics/associatc companies/ joint ventures in Form AOC-1 is attached as Anncxure I.
4. HIGHLIGHTS ON PERFORMANCE OF SUBSIDIARIES > Indian Subsidiary
During the year under review, M/s. Ayurvedagram Heritage Wellness Centre Private Limited, has achieved a turnover of Rs. 1341.71 Lakhs as against Rs. 1133.47 Lakhs in the previous financial year. Accordingly, the EBITDA of the company is Rs.487.33 Lakhs against Rs. 480.16 Lakhs in the previous year.
y Overseas Subsidiaries
The combined turnover of overseas subsidiaries is Rs.3560.19 Lakhs as compared to Rs. 2508.05 Lakhs in the previous year. The performance of each of the subsidiaries of the Company is mentioned below:
a) Ayurvedic Academy Inc
The turnover of Ayurveda Academy Inc during the financial year 2024-25 is Rs.2873.34 Lakhs as compared Rs. 1933.00 Lakhs in the previous year. The profit of the subsidiary after taxes was Rs.5.03 Lakhs as compared to profit of Rs. 14.79 Lakhs in the prcviuuycar.
h) Suveda Inc. (formerly known as Nutraveda Inc.)
The turnover of Suveda Inc. during the financial year 2024-25 is Rs.686.85 Lakhs as compared to Rs. 575.04 Lakhs in the previous year. The subsidiary incurred a loss of Rs.361.09 Lakhs as compared to a loss of Rs. 140.84 Lakhs in the previous year.
c) Avii Natural Medicine Clinic, PS, USA
The turnover of Ayu Natural Medicine Clinic. P S. USA is nil during the financial year 2024 25 and nil in the previous year. The subsidiary has incurred 0.17 lakhs loss in the financial year 2024- 25 and not earned any profit or incurred any loss in the previous year.
d) CMS Katra Holdings LLC, USA
The turnover of CMS Katra Holdings LLC is nil during the financial year 2024-25 and nil in the previous year. The subsidiary has incurred 0.17 lakhs loss in the financial year 20-24 25 and not earned any profit or incurred any loss in the previous year.
e) CMS Katra Nursing LLC. USA
The turnover of CMS Katra I foldings LLC. USA is nil during the financial year 2024-25 and nil in the previous year. The subsidiary has incurred 100.33 lakhs loss in the financial year 2024-25 compared to a loss of Rs. 0.85 Lakhs in the previous year.
f) Nutraveda Pte Ltd
The turnover of Nutraveda Pte Ltd is nil during the financial year 2024 25 and nil in theprevious year. The subsidiary has not earned any profit or incurred any loss in the current year and previous year.
5. CONSOLIDATED FINANCIAL STATEMENTS
As per Rule 8 of Companies (Accounts) Amendments Rules, 2016. a report on the highlights of performance of subsidiaries, associates and joint venture companies and their contributions to the overall performance of the company during the period under report is attached as Annexure-I. Any member intending to have a copvtlurf Balance sheet and other financial statement of these Companies shall be made available on the website of the Company hnps;//ww\v.kcralaavnrvcda.hi//investor-rclationships under the Investor Tab. It shall also be kept for inspection during business hours by any shareholder in the registered office of the Company and the respective offices of its subsidiary companies.
6. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES DURING THE YEAR
During the Financial year ended 31* March 2025. no entity has become or ceased to be a subsidiary, joint venture or associate of the Company.
7. DIVIDEND
The Board otDirectors of your company, after considering holistically the relevant circumstances and keeping in view the company s growth prospects, has decided that it would be prudent not to recommend any Dividend for the year under review.
8. RESERV ES
The company does not propose transferring any amount to reserves during the period. At the end of the year, the other equity of the company is Rs. 1309.47 l.akhs as against Rs. 2074.30 Lakhs of the previous year. During the year the company had a deficit of Rs. 1377.9X Lakhs.
9. CHANGE IN THE NATURE OF BUSINESS. IF ANY
There is no change in the nature of business of the Company during the financial year ended 31st March, 2025.
10. DIRECTORS & KEY MANAGERIAL PERSONS;
Appointment / Reappointment / Resignation of Dlrectors/Retirement of Directors Appointmcnt/Rcnppointmcnt of Directors
1. The Board of Directors have appointed Mr. Samir Dhawan as an Additional Director designated as Non- Executive Independent Director of the Company for a period of five years by passing a Circular resolutionw.e.f. 4,!l October 2024 till 03rd October 2029. The same was subsequently approved by the members in its EGM dated 3,J January 2025.
2. The Board of Directors have appointed Mr. Kshiti Ranjan Das as an Additional Director designated as Non-Executive Independent Director of the Company for a period of 5 years w.e.f. 4,b October 2024 till 03rd October 2029. The same was subsequently approved by the members in its EGM dated 3,d January 2025.
3. The Board of Directors have appointed Mr. Jayarajan Kodikannath as an Additional Director designated as Non Executive Director of the Company w.e.f. 04"' October 2024. The same was subsequently approved by the members in its EGM dated 3ul January 2025.
4. The Board of Directors have appointed Mr. Utkarsh Singh (DIN: 09244896) as an Additional Director designated as Non-Executive Director of the Company w.e.f. 19,h March 2025. The same was subsequently approved by the members in its EGM dated 18,b June 2025.
* The Board of Directors have appointed Mr. Saif Khan (DIN; {07X0306/ as an Additional Director designated as Son Executive Director of the Company w ef 3(7" June 2023. The same was subsequently approved by the members through Postal Ballot dated2 2'"' August 2025.
The Board has further approved the Continuation of Mr. Ramesh Tanga! (DIM; 000640113) antI Mr Anand Subramanian (PIN: 000640X3) termination of the liquidation proceedings against Katra Holdings Lid (Promoter of the Company) vide the order no. SCK'OM/MOT/OOOI27/2025 passed by the Supreme Court of Mauritius (Commercial/Bankniptey Division) dated 7th May 2025. The appointment of Mr. Ramesh Vungal was subsequently approved by the members through Postal Ballot dated 2 2™* August 2025. However, members did not approve the continuation of Mr. Anand Subramanian
Resignation of Directors
Mr. Harish Kuttan Menon (DIN: 00585260) completed his first term of 5 consecutive years on June 29. 2024. The Board, on the recommendation of the Nomination and Remuneration Committee and considering his expertise and experience in the varied fields and on the basis of performance evaluation report had approved the re-appointment of Mr. Harish Kuttan Menon as an Independent Director via resolution by circulation for a term of 3 years with effect from June 30, 2024. to June 29. 2027. The members of the company approved the said re-appointment in the ensuing Annual General Meeting by way of a special resolution.
However. Mr. Harish resigned as an Independent Director of the Company with effect from closure of business hours on l5' October 2024. due to personal exigencies.
Retirement hv Cessation of Tenure
1. Mr. Gokul Patnaik (DIN: 00027915) retired from office on completion of his tenure as a Non Executive Director of the Company w.e.f. the close of business hours on 23rd September 2024.
2. Mr. Subramaniam Krishnamurthy (DIN: 0(140414) retired from the office on completion of his first term as an Independent Director of the Company w.e.f. the close of business hours on 23rd September. 2024.
Retirement hv rotation
Mr. Kodikannath Jayurajan (DIN: 10798470) Director will retire by rotation at the ensuing Annual General Meeting of the company and being eligible has offered himself for re-appointment.
A brief resume of the aforesaid Director and other information have been detailed in the notice convening the Annual General Meeting of the Company. An appropriate resolution for his re¬ appointment is being placed for approval of the members at the ensuing Annual General Meeting.
11. NUMBER QFMEETI.NGS OF THE BOARD OF DIRECTORS AND COMMITTEE CONDUCTED DURING THE Y EAR UNDER REVIEW:
An annual calendar of Board and Committee Meetings planned during the year were prepared and circulated in advance to the Directors. During the year Seven* Board Meetings. Four Audit Committee Meetings. Two Nomination Remuneration Committee meetings and Five Stakeholders
Relationship Committee meetings were convened and held. The details of meeting & attendance are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SH.BI (LODR) Regulations. 2015 and pursuant to the relaxations provided.
During the financial year 202 -25. the Board of Directors of the Company met on the following dates-
|
SI. No.
|
Date of Board Meeting
|
Number of Directors eligible to attend meeting
|
Number of Directors who attended the meeting
|
|
1.
|
29.05.2024
|
8
|
8
|
|
2.
|
09.07.2024
|
8
|
8
|
|
3.
|
14.08.2024
|
8
|
8
|
|
4.
|
18.09.2024
|
8
|
7
|
|
5.
|
20.09.2024*
|
8
|
8
|
|
6.
|
14.11.2024
|
8
|
6
|
|
7.
|
14.02.2025
|
8
|
4
|
* The Board .Wetting held on IB.09.2024 n os adjourned tut 20.09.2024, however, for the purpose of counting number of Board Meetings held during the year, that adjourned meeting has been separately counted
Further, separate meeting of Independent Directors of the Company was held on February 28, 2025 where the prescribed items enumerated under Schedule IV to the Companies Act. 2013 and clause 25(4) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were discussed.
12. DECLARATION BY INDEPENDENT DIRECTOR(S)
The independent directors of your Company have given a declaration to the Company under Section 149 (7) of the Companies Act. 2013 and Rule 6 of Companies (Appointment and Qualification of Directors) Rules 2014 that, they meet the criteria of independence as provided in Sub Section including SLB1 (Listing Obligations and Disclosure Requirements) Regulations. 2015 ( Listing Regulations ). The independent directors have affirmed compliance with the Code of Conduct. The Independent Directors also affirmed compliance under Section 150 of the Companies Act. 2013 including any amendments/ notifications issued from time to time.
In the opinion of the Board of Directors of the Company. Independent Directors of your Company holds highest standards of integrity and are highly qualified, recognized and respected individually in their respective fields. The composition of Independent Directors is the optimum mix of expertise (including financial expertise), leadership and professionalism.
13. FAMILIARIZATION PROGRAMME ()l INDEPENDENT DIRECTORS
Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company and business strategy. The Company has carried out various programmes to familiarize Independent Directors with the Company, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters.
Details of the familiarization programme for Independent Directors are explained in the Corporate Governance Report.
14. DETAILS OF EMPLOYEES AND RELATED DISCLOSURES PURSUANT TO SEC TION 197(12) OF THE COMPANIES ACT, 2013
The statement containing information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(ihfl 5(2) of thdCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure 2.
15. A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OE ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of The Companies Act. 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the working of its committees. The manner the evaluation has been carried out has been explained in the Corporate Governance Report.
16. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
As required under Section 178(1) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has approved a policy on directors’ appointment and remuneration including criteria lor determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3). The broad parameters covered under the Policy are - Company Philosophy. Guiding Principles. Nomination of Directors. Remuneration of Directors. Nomination and Remuneration of the Key Managerial Personnel and Senior Management and the Remuneration of other employees and other related matters. The Company's Policy furnished as Annexure 3 forms pan of this Report. The policy is also uploaded on the website of the Company at https://www.keralaavurve<fci..biz/inyestor-relationships under Investor Section
17. DISCLOSURE ON MANAGING DIRECTOR AND KKV MANAGERIAL PERSONNELS RECEIVING REMUNERATION AND COMMISSION FROM HOLDING COMPANY OR SUBSIDIARY COMPANY:
The Managing Director and Key Managerial Personnels (KMPs) of the Company have not received remuneration and commission from any of its subsidiary companies.
18. PARTICULARS OF AUDITORS:
1. Statutory Auditors
M/s. G. Joseph <& Associates, Chartered Accountants (Registration No. _006310), was appointed by the members in its 32ml Annual General Meeting, as the Statutory Auditors of the Company for a term of 5 consecutive years with effect from the conclusion of 32,ul Annual General Meeting till the conclusion of 37* Annual General Meeting
Accordingly, the statutory Auditors have conducted the Audit, and issued their report on the standalone and consolidated financial statements of the Company for the financial year ended March 31.2025 containing the following observations:
|
Auditor Observations
|
Management's Response
|
|
The Company has a bank account with a balance of Rs. 3.85 lakhs as at 31st March 2025. which is subject to confirmation and reconciliation. In the absence of sufficient audit evidence regarding the accuracy and completeness of this balance, we arc unable to determine the possible adjustments, if any. that may be required in respect of this item.
|
The management has clarified that no transactions have occurred through this bank account during the reporting period and that steps are being taken to regularize and formally close the account.
|
| |
|
The said Audit Report forms part of this Annual Report.
2. Secretarial Auditors
M s. SVJS & Associates, a firm of practicing Company Secretaries ( Secretarial Auditors ), carried out the secretarial audit of compliance with the Act and the rules made there under, the Listing Regulations and other applicable regulations as prescribed by SEBI, Foreign Exchange Management Act, 1990 and other laws specifically applicable to the Company.
The Secretarial Audit Report in Form MR-3 for the financial year ended 31’“ March 2025 is attached to this Report as Annexure- 4. The Secretarial Auditors Report have the following observations:
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Auditor Observations
|
Management s Response
|
|
I. As per Regulation 23 (9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20/5. the listed entity shall submit to the stock exchanges disclosures of related party transactions in the format as specified by the Board from time to time, and publish the same on its website. We are. unable to comment on whether Related party disclosures for the
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Company is taking steps to comply it in the subsequent filings.
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|
half years aided $1.03.2024 and 30.09.2024 contains all inch transactions in the absence of financial data of subsidiaries.
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|
|
2. Related Partv Transactions with Ayurvedqgram Heritage Wellness Centre Private Limited far the financial year 2024-25 has exceeded the prescribed limits under the first proviso to Regulation 23 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
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This transaction was rectified by the shareholders and on Suo motto basis Settlement application has also been submitted with SEB1.
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3. Half of the board of directors of the Company do not consist of independent directors for a period from 19/03/2025 to 31/03/2025 as per regulation 17 (l)(b) o f the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2(tl5. However, on date the company is in compliance with this requirement
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This has been complied with.
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4 As per second Proviso to regulation 17 (IE) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20/5. if the listed entity becomes non compliant with the requirement under sub regulation (I) of this regulation, sub-regulation (l) of regulation IS. sub-regulation (l) or (2) of regulation 19. sub regulation (2) or (2At of regulation 20 or sub - regulation (2) or (3) of regulation 21. due to expiration of the term of office of any director, the resulting vacancy shall be filled by the listed entity not later than the date such office is vacated Vacancy created in the office of independent director due to expiration of the term of office of Mr. Suhramaniam Krishnamurthy on 23/09/2024 is filled by the Company only an 04/10/2024 being later than the date such office is vacated.
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As this director has ceased to be on the board of Company therefore nothing can be done, however going forward this will be followed.
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5. As per regulation 17(B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. the chief executive o fficer and the chief financial officer shall provide the compliance certificate to the hoard of directors as specified in Part B of Schedule //. Compliance Certificate required under regulation 17(B) is signed by Whole-time Director of the Company instead of Chief Executive Officer.
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The Company cannot rectify this and going forward this will be taken care of.
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6. As per regulation 27(2)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report mentioned in clause (ah oj sub regulation (2) shall be signed either by the compliance officer or the chief executive officer of the listed entity. Quarterly compliance report on corporate governance for the quarters ended 30/09/2024 and 31/12/2024 and Integrated Fihng(governance) for the quarters ended 31/12/2024 and 31/03/2025 are not signed by the Compliance Off icer or the CEO, instead it is signed by CFO
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As CS was on maternity leave and CFO was appointed as the designed compliance officer for filing and being a KMP he was signing this. This has been noted and will be complied with in future.
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7. As per regulation 30 (6)(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 20/5. read w ith Schedule HI (Part-A)(A)(4)(It), the listed entity shall disclose to the Exchanged) the outcome of meetings of the board of directors held to consider financial results within 30 minutes of the closure of the meeting. Outcome of meeting held on 29/05/2024 which considered financial results for the year ended 31/03/2024 is not intimated to stock exchange within 30 minutes of the closure of the meeting.
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The Company cannot rectify this by filing it on current date. Will take steps to comply in future.
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-S'. As per regulation 32(7A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015, where an entity has raised funds through preferential allotment or qualified institutions placement, the listed
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This will be taken care of in future.
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entity shall disclose even year, the utilization of such funds during that year in its Annual Report until such funds are fully utilized. Disclosure regarding the utilization of funds raised through preferential allotment during the financial year financial year ended 31/03/2024 is not given in its Annual Report for the same year.
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9. As per regulation 36(4)(af of the Securities and Exchange Board of India (Listing Obligations and Disclosure Rei/uircmcnts) Regulations, 2015 read with Master Circular (Equity) of Bombay Stock Exchange, the disclosures made by the listed entity with immediate effect from date of notification of these amendments- (a) to the stock exchanges shall be in XBRI. format in accordance with the guidelines specified by the stock exchanges from time to time. Farther, as per Master Circular, all listed entities would he required to submit the filings in XBRL mode within 24 hours o f submission of the said PDF filing. There were certain lapses in this time requirement of 24 hours.
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The filing requirement has been complied with, going forward the company will complete this within due time period.
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10. As per regulation 36 (5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015. the notice being sent to shareholders for an annual general meeting, where the statutory auditor(s) or Secretarial Auditor Is/arc proposed to be appointed/re-appoin fed shall include the following disclosures as a part of the explanatory statement to the notice:
(a) Propo.sed fees payable to the starutoiy auditor(s) or Secretarial . iuditor along it ilh terms of appointment and in case of a new auditor, any material change in the fee payable to such auditor from that paid to the outgoing auditor along with the rationale for such change:
(b) Basis of recommendation for appointment including the details in relation to and credentials of the statutory auditor(s) or Secretarial Auditor proposed to he appointed
Notice of ACM held on 20/09/2024 had an item for appointment of M/s, O'. Joseph ct Associates as the Statutory Auditors of the Company, however no explanatory statement for this item was given in the ACM notice containing aforesaid disclosures
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The Company cannot rectify this on current date. Will take steps to comply in future.
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II As per regulation 39 (4) read with Schedule V (F) of the Securities and Exchange Board of India tListing Obligations and Disclosure Requirements) Regulations. 2015, the listed entity shall comply with the procedural requirements specified in Schedule I'l while dealing with securities issued pursuant to the public issue or any other issue, physical or otherwise, which remain unclaimed and/or arc lying in the escrow account, as applicable and the listed entity shall disclose the following details in its annua! report, as long as there arc shares in the demur suspense account or unclaimed suspense account, as applicable:
(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;
(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year;
(c) number o f shareholders to whom shares were transferred from suspense account during the Year,
(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the vear.
(c) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
Annual Report for the financial ended 31/03/2024 mentions that there are no shares in demat suspense account however the Company has
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The Company cannot rectify this on current date. Will take steps to comply in future
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1323 share outstanding in ike denial suspense account as on 31/03/2024.
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!2. As per Schedule III (A) (7) read with regulation 30 (6)(ii) of the Securities and Exchange Board o f India (Listing Obligations and Disclosure Requirements) Regulations, 20/3. for change in directors, key managerial personnel (Managing Director. Chief Executive Officer. Chief Financial Officer. Company Secretary etc.), senior management. Auditor and Compliance Officer, the listed entity shall first disclose to the stock exchangers) all events or information which are material in terms of the provisions of this regulation as soon as reasonably possible and in any case not later than twelve hours from the occurrence of the event or information, in case the event or information is emanating from within the listed entity. Mr. Harish Kuitan Menon (Director) resigned on 01/10/2024 and this was intonated to stock exchange only on 05/10/2024
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The Company cannot rectify this by filing it on current date. Will take steps to comply in future
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13. As per schedule III (A) (7B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015. - Resignation of independent director including reasons for resignation: In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall he made to the stock exchanges bv the listed entities:
i. The letter of resignation along with detailed reasons for the resignation as given by the said director.
(ia.) Names of listed entities in which the resigning director holds directorships, indicating the category of directorship and membership of board committees, if any.
ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided.
Hi. The confirmation as provided by the independent director above shall also be disclosed by the listed entities to the stock exchanges along with the disclosures as specified in sub clause (i) and (ii) above.
Resignation letter ofMr. Harish K Menon (Independent Director) intimated to slock exchange does not provide a confirmation that there is no other material reasons other than those provided.
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The Company cannot rectify this by filing it on current date. Will take steps to comply in future.
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14. Detailed disclosure on remuneration as required under Schedule V (C) (6)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 is not given in the Annual Report for the financial year ended 31/03/2024
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The Company cannot rectify this on current date. Will take steps to comply in future.
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15 Annual Report for the financial year ended 31/03/2024 does not include details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries as part of Corporate Governance Report, as per Schedule V (C)(IO)(n) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015.
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The Company cannot rectify this on current date. Will take steps to comply in future.
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16. /J.s per schedule \' (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015. the annual report shall contain the following additional disclosures - a declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management.
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The Company cannot rectify on current date. Will take steps to comply in future.
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Declaration as required under Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is signed hy the Whole-time director of the Company instead of Chief Executive Officer.
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17. As per Master circular (equity) of Bombay Stock Exchange, listed companies are required to submit all corporate announcements (full set of documents) in machine readable and searchable form. Secondly, such document/ disclosure shall be authenticated using a DSC.
Various stock exchange intimations are not authenticated using a DSC.
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The Company cannot rectify this by filing it on current date. Will take steps to comply in future.
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IS As per Master circular (equity) of Bombay Stock Exchange, non-admissible signatures include but are not limited to physical signature, image pasted signature, signature in Sd/- format, copy pasted signature, etc hew intimations have been made with said non- admissible signatures.
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The Company cannot rectify this by filing it on current date. Will take steps to comply in future.
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19. As per regulation 14 read with part-F of Schedule 1 of Securities anti Exchange Board of India (Share Based Employee Benefits and Sweat Equity1 Regulations. 2021. in addition to the information dial a company is required lo disclose in relation to employee benefits under the Companies Act. 2013. the Board of Directors of such a company shall also disclose the details of the scheme(s) being implemented, as specified in Part F of Schedule 1 of these regulations. There is no wehlink in directors' report relating to disclosures as required under Part /•' of Schedule / of Securities and Exchange Board of India (Share Based Employee Bene fits and Sweat Equity) Regulations, 2021
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The Company cannot rectify this on current date. Will take steps to comply in future.
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20. Declaration required under sub-regulation 4 of regulation 3 / of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations. 2011 for the financial year ended 3/ 03/2024 is not seen intimated to stock exchange and audit committee within 1 working days from the end of the financial rear.
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The Company cannot rectify this by filing it on current date. Will take steps to comply in future.
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21. Certain acquisitions and change in holding are not disclosed on time/not seen disclosed by acquirer under regulation 29(1). 29(2) and 29 (3) of Securities anti Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations. 2011 to the Company and stock exchanges.
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The Company cannot rectify this by filing it on current date. Will take steps to comply in future.
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22. Mr. Rajesh Sharma. Independent Director has not passed online proficiency self assessment test within two years of being registered as an Independent Director on (he Databank of the Indian Institute of Corporate Affairs under Rule b (4) of the Companies (Appointment and Qualification of Directors) Rules. 2014
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He has qualified the test and certificate for the same will be shared.
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23. Financial Statement including consolidated financial statement f or the financial year ended 31.03.2024 is not signed by the Chief Executive Officer as per Section 134 (!) of the Companies Act. 2013.
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The Company cannot rectify this on current date. Will take steps to comply in future.
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24 Fixed Asset Register maintained by company does not show full particulars, including quantitative details and situation of the fixed assets.
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The Company will take steps to comply in future.
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25. NFRA l is yet to be filed by the body corporate subsidiary’ of the Company
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The company is in process to submit this on urgent basis
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The Secretarial Audit Report of Ayurvedagram Heritage Wellness Centre Private Limited, the material subsidiary of the Company is annexed to its Annual Report.
These reports are uploaded on the website of the Company at https://www.keralaavurveda.biz/investor-rclationships under Investor Section
3. Internal Audit and Internal Financial Controls with reference to the financial statements
The Company had appointed Mr. Biju George, Chartered Accountant, as the Internal Auditor lor the financial year 2024-25. However, Mr. Biju George tendered his resignation from the position with effect from 2nd January 2025. citing personal reasons. Subsequently, the Board of Directors, at its meeting held on 14th February 2025, appointed Mr. Alphonse Scaria (Firm Registration No.: 01791 IKS) as the Internal Auditor to conduct the Internal Audit for the remaining quarter ending 31st March 2025.
The Company's internal control systems commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow-up actions thereon are reported to the Audit Committee.
4. Cost Auditors
In accordance with the provisions of the Companies (Cost Records and Audit) Rules. 2014. the Company is required to maintain cost records and have a Cost Audit conducted for the financial year 2024-25. The Company has duly maintained the prescribed cost records for the said financial year, and M/s. SLR & Associates, Cost Accountants, have carried out the Cost Audit for FY 2024-25.
further. M/s. SLR & Associates, Cost Accountants, have been re appointed as the Cost Auditors of the Company to conduct th audit of cost records for the financial year 2025 -26. In terms of the applicable provisions of the Companies Act, 2013, a resolution seeking members ratification for the remuneration payable to the Cost Auditors forms part of the Notice convening the 33rd Annual General Meeting.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy has been uploaded on the website of the Company at https://ww\v.kcralaavurvedn.biz'investor-relationships under Investor Section .
The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers any unethical and improper actions or malpractices and events which have taken placc/suspcctcd to take place.
As per the policy all Protected Disclosures should be addressed to the Vigilance Officer / Company Secretary1 or to the Chairman of the Audit Committee in exceptional cases.
20. RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. Major elements of risk/threats lor Ayurveda Industry are regulatory concerns, consumer perceptions and competition. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
The Board of Directors has adopted a risk management policy for the company outlining the parameters of identification, assessment, monitoring and mitigation of various risks which is available on the website of the company at htips:/Avww.kcralaayurvcda.hiy investor-relationships under Investor Section
21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
Kerala Ayurveda Limited ("the Company") has received a notice dated July 8. 2024, from Mr. Ouma Shankar Ochit of Ncxia Baker and Arcnson, Mauritius, who has been appointed as the Liquidator of Katra Holdings Limited (KHL). Mauritius ("the Notice"). The Board of Directors held an emergency meeting on July 9, 2024. to discuss this development. A plaint bearing OS No.255 of2024 ( Suit ) was filed by Mr. Ramesh Vangal and heard before the Hon ble Munsiff Court at Aluva, Emakulani. onJuly 12, 2024, seeking injunctive reliefs against the Notice.
Further, the aforesaid liquidation proceedings has been terminated against Katra Holdings Ltd. (Promoter ofthe Company) vide the order no. SC'/COM 'MOT 000127 2025 passed by the Supreme Court of Mauritius (Commercial/Bankmptcy Division) dated 7lh May 2025.
22. CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility provisions of the Companies Act, 2013 are not applicable to the company and the same is being done as a part of thecorporate ethos of the Company. However, your company always had a deep sense of responsibility towards the community and has conducted bone care camps, diabetes camps and BMD Camps.
23. DEPOSITS:
In terms ofthe provisions of Section 73 ofthe Companies Act. 2013. the company has not accepted any deposits from the public during the financial year under review and there are no outstanding fixed deposits from the public as on 31 ** March 2025 .
24. DETAILS OF AMOUNT RECEIVED FROM A DIRECTOR OFTHE COMPANY OR A RELATIVE OF THE DIRECTOR
During the year under review, the Company has not received any amount from any Director or relative ofthe Director pursuant to Rule 2 (I )(c)(viiii) olthe Companies (Acceptance of Deposits) Rules, 2014.
25. CORPORATE GOVERNANCE:
Your company has complied with corporate governance norms as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed report on Corporate Governance in line with requirements of the Companies Act. 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure 5. A certificate from Statutory Auditors confirming the compliance of Corporate Governance is also attached to this report.
26. AUDIT COMMITTEE
The details pertaining to composition and meetings of the Audit Committee are included in the report on corporate Governance.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and future outlook of your company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this report attached as Annexure 6.
28. EXTRACT OF ANNUAL RETURN
As required under Section 92(3) of the Companies Act. 2013. an extract of Annual Return is uploaded on the website of the Company at httns://ww\v.kcralaavurveda.biz/investor-relationships.
29. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186
The details of loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements no. 9 and 10 forming a part of Annual Report.
I lowever. the said loans and Investments and guarantees does not exceed 60% of its paid up share capital, free reserves or Securities Premium account or 100% of its free reserves and Securities Premium account.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements entered into by the Company with related parties referred to in subsection (I) of Section 188 of the Companies Act. 2013 including certain arm's length transactions under that proviso attached asAnnexure 7 in Form AOC-2 forms an integral pan of this repon. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is
obtained before the commencement of the new financial year, for the transactions which arc repetitive in nature and tor the transactions which are not foreseen.
Further, during the year, related party transactions witlM/s. Ayurvcdagram Heritage Wellness Centre Private Limited. Material Subsidiary of the Company, which exceeded the materiality threshold limit and ratified by the shareholders dated 1 Xth June 2025.
In line with the requirements of the applicable laws, the Company has formulated a policy on related part)' transactions which is uploaded on the website of the Company at :https://www.kcralaavurveda.biz/investor-relationships.
31. EMPLOYEE STOCK OPTIONS PLANS (ESOP):
The Company has in place Kerala Ayurveda Employee Restricted Stock Unit Plan, 2023 ( ESOP 2023 !)vhich was approved by the Board of Directors in its meeting dated 24th November 2023 and subsequently approved by the shareholders by passing a Special Resolution on 2CF1' December 2023.
Further the pool size of the Plan was increased from 6.66.640 (Six Lakhs Sixty-Six Thousand Six Hundred Forty) options to 12.03.245 (Twelve lakhs three thousand two hundred and forty-five) options, representing 10% of the paid-up equity share capital of the Company by passing the Special Resolution in EGM dated IXth June 2025. Further the Company has applied for in principle approval.
The Nomination and Remuneration Committee of the Company at its meeting held on 29'1’ May,2024 has approved grant of 6.66.640 Stock Options.
Applicable disclosures as stipulated under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations. 2014 (SEBI SBEB Regulations) with regard to the Employee Stock Option Scheme are available on the Company s website at :https:/.'\vyvw.keralaayurveda.biz'investor-reiationships.
The Company has received a certificate from M/s. SVJS & Associates, Secretarial Auditors of the Company, stating that the Kerala Ayurveda Employee Restricted Stock Unit Plan2023, has been implemented in accordance with the SEBI SBEB Regulations. The said certificate will be made available to the shareholders, if requested during the 33fd AGM of the Company.
32. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act. 2013. in relation to Financial statements of the company, the Board of Directors state that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.
b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.
c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
d. The directors have prepared the annual accounts on a going concern basis.
c. The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013 and the Rules thereunder. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassment at the workplace.
The Internal Committees shall consist of the following members to be nominated by the employer, namely: ?
(a) a Presiding Officer who shall be a woman employed at a senior level at workplace from amongst the employees.
Provided that in ease a senior level woman employee is not available, the Presiding Officer shall be nominated from other offices or administrative units of the workplace referred to in sub -section < I).
Provided further that in case the other offices or administrative units of the workplace do not have a senior level woman employee, the Presiding Officer shall be nominated from any other workplace of the same employer or other department or organisation;
(b) not less than two Members from amongst employees preferably committed to the cause otwomen or who have had experience in social work or have legal knowledge;
(c) one member from amongst non-govemrncntal organisations or associations committed to the cause of women or a person familiar with the issues relating to sexual harassment: Provided that at least one-half of the total Members so nominated shall be women
Further to build awareness in this area, the Company has been conducting necessary trainings in the organization on a continuous basis at all the levels of employee.
The statement showing number of Sexual harassment compliant received during the year are as follows:
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Number of complaints of sexual harassment received in the year
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Number of complaints disposed off during the year
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Number of cases pending for more than ninety days
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1
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1
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NIL
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34. COMPLIANCE WITH MATERNITY BENEFITS ACT. 1961
The Company is in compliance with the applicable provisions of Maternity Benefits Act. 1961.
35. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR: Number of Employees as on 31.03.2025:
1. Female: 256
2. Male: 377
3. Transgender: 0
36. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOES
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoes required under Section 1.34 (3)(m) of the Companies Act, 2013 read with Rule 8 (3 ) of the Companies (Accounts) Rules. 2014 is furnished in Annexure 8 that forms part of this Report.
37. HUMAN RESOURCES
Your Company treats its human resources as one of its most important assets Your Company continuously invests in attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people sattention are currently underway. Your Company's thrust is on the promotion of talent internally through job rotation and job enlargement.
38. RESEARCH AND DEVELOPMENT
The Research & Development centre of KAL is recognized R&D Lab by DSIR. Ministry of Science and Technology. Govt, of India. This recognition was obtained in 1999 and it was renewed till 2025.
39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying in unpaid or unclaimedividcnds for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IIZPF> under Section 124 and Section 125( 2) of the Companies Act. 2013.
40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSKCCOUNT/UNCLAIMED SUSPENSE ACCOUNT
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Number of complaints of sexual harassment received in the year
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Number of complaints disposed off during the year
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Number of cases pending for more than ninety days
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1
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1
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NIL
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34. COMPLIANCE WITH MATERNITY BENEFITS ACT. 1961
The Company is in compliance with the applicable provisions of Maternity Benefits Act. 1961.
35. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR: Number of Employees as on 31.03.2025:
1. Female: 256
2. Male: 377
3. Transgender: 0
36. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOES
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoes required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules. 2014 is furnished in Annexure 8 that forms part of this Report.
37. HUMAN RESOURCES
Your Company treats its human resources as one of its most important assets Your Company continuously invests in attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people sattention are currently underway. Your Company's thrust is on the promotion of talent internally through job rotation and job enlargement.
38. RESEARCH AND DEVELOPMENT
The Research & Development centre of KAL is recognized R&D Lab by DSIR. Ministry of Science and Technology. Govt, of India. This recognition was obtained in 1999 and it was renewed till 2025.
39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying in unpaid or unclaimed vidends for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 124 and Section 125(2) of the Companies Act. 2013.
40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSKCCOUN T/UNCLAIMED SUSPENSE ACCOUNT
There are no shares in the DEMAT suspense account/unclaimed suspense account.
41. LISTING WITH STOCK EXCHANGES
The equity shares of the company are listed on Bombay Stock Exchange and the Company confirms that it has paid the Annual Listing Fees for the year 2024*25 to BSE Limited.
42. COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that the applicable Secretarial Standards i.e.. SS-l and SS-2, issued by the Institute of Company Secretaries of India, relating to Mctings of the Board of Directors and General Meetings respectively have been duly complied with.
43. INSOLVENCY AND BANKRUPTCY CODE. 2016:
During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.
44. SETTLEMENTS W ITH BANKS OR FINANCIAL INSTITUTIONS:
During the year under review, no settlements were made by the Company with any Banks or Financial Institutions.
45. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the FY 2024-25. there were no Insolvency Proceedings initiated against the Company and hence there were no instances of one-time settlement with banks or financial institutions.
46. DETAILS OF PENALTIES/ PUNISHMENT/ COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE PATE OF I HE DIRECTORS REPORT
There were no penalties/punishmcnt/commitmcnts affecting the financial position of the Company between the end of the financial year and the date of this report.
47. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING ON THE COMPANY
There were no agreements binding on the company between the end of the financial year and the date of this report.
48. ACKNOWLEDGMENTS
The Board places on record its appreciation for the continued patronage, support and co operation extended by its shareholders, customers, bankers, consultants, business associates, all Government and statutory agencies with whose help, cooperation, and hard work the Company was able to achieve the results. Your directors would further like to record appreciation to the efforts of all the employees for their valuable contribution to the Company.
Place: Athani By Order of the Board of Directors
Date: 29lh August 2025 For Kerala Ayurveda Limited
Sd/-
Kamesh Vangal Chairman (DIN: 00064018)
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