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A Oneindia Venture

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Kerala Ayurveda Ltd.

Mar 31, 2025

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 31ââ 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		Consolidated
Particulars	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	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)	0.05	(11.60)	(0.51)
Earnings per Share (Diluted)	(11.45)	0.05	(11.60)	(0.51)

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:

SL No	Name	Location	% of holding
1.	Ayurvedagram Heritage Wellness Centre Pvt Ltd.	India	74
2.	Ayurvedic Academy Inc.	USA	100
3.	Suveda Inc. (formerly known as Nutraveda Inc.)	USA	100
4.	Ayu Natural Medicine Clinic. PS	USA	100
5.	CMS Katra Holdings LLC	USA	81.67
6.	CMS Katra Nursing LLC	USA	100*
7.	Nutraveda PTE Ltd.	Singapore	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 03^rd 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 03^rd 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 3^ul 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 7^th May 2025. The appointment of Mr. Ramesh Vungal was subsequently approved by the members through Postal
Ballot dated 2 2â¢* 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 23^rd 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 reÂ¬
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 directorsâ 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.keralaavurvebiz/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 32^ml 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 31ââ March 2025 is
attached to this Report as Annexure- 4. The Secretarial Auditors Report have the following
observations:

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

Company is taking steps to
comply it in the subsequent
filings.

half years aided $1.03.2024 and 30.09.2024 contains all inch transactions in the absence of financial data of subsidiaries.
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	This transaction was rectified by the shareholders and on Suo motto basis Settlement application has also been submitted with SEB1.
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	This has been complied with.
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.	As this director has ceased to be on the board of Company therefore nothing can be done, however going forward this will be followed.
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.	The Company cannot rectify this and going forward this will be taken care of.
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	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.
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.	The Company cannot rectify this by filing it on current date. Will take steps to comply in future.
-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	This will be taken care of in future.

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.
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.	The filing requirement has been complied with, going forward the company will complete this within due time period.
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	The Company cannot rectify this on current date. Will take steps to comply in future.
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	The Company cannot rectify this on current date. Will take steps to comply in future

1323 share outstanding in ike denial suspense account as on 31/03/2024.
!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	The Company cannot rectify this by filing it on current date. Will take steps to comply in future
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.	The Company cannot rectify this by filing it on current date. Will take steps to comply in future.
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	The Company cannot rectify this on current date. Will take steps to comply in future.
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.	The Company cannot rectify this on current date. Will take steps to comply in future.
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.	The Company cannot rectify on current date. Will take steps to comply in future.

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.
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.	The Company cannot rectify this by filing it on current date. Will take steps to comply in future.
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.	The Company cannot rectify this by filing it on current date. Will take steps to comply in future.
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 /â¢'' of Schedule / of Securities and Exchange Board of India (Share Based Employee Bene fits and Sweat Equity) Regulations, 2021	The Company cannot rectify this on current date. Will take steps to comply in future.
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.	The Company cannot rectify this by filing it on current date. Will take steps to comply in future.
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.	The Company cannot rectify this by filing it on current date. Will take steps to comply in future.
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	He has qualified the test and certificate for the same will be shared.
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.	The Company cannot rectify this on current date. Will take steps to comply in future.
24 Fixed Asset Register maintained by company does not show full particulars, including quantitative details and situation of the fixed assets.	The Company will take steps to comply in future.
25. NFRA l is yet to be filed by the body corporate subsidiaryâ of the Company	The company is in process to submit this on urgent basis

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 7^lh 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 X^th 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 IX^th 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''¹â 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 33^fd 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:

Number of complaints of sexual harassment received in the year	Number of complaints disposed off during the year	Number of cases pending for more than ninety days
1	1	NIL

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

Number of complaints of sexual harassment received in the year	Number of complaints disposed off during the year	Number of cases pending for more than ninety days
1	1	NIL

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

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: 29^lh August 2025 For Kerala Ayurveda Limited

Sd/-

Kamesh Vangal
Chairman
(DIN: 00064018)

Mar 31, 2024

The Directors have pleasure in presenting the THIRTY SECOND Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The Company''s financial performance during the year 2023-24 along with previous year figures is summarized below.

Kerala Ayurveda Limited:

(In Lakhs)

Particulars	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Net Sales /Income from Business Operations	7314.12	6329.88	10785.60	9341.33
Other Income	16.42	6.02	51.56	28.66
Total Income	7330.54	6335.90	10837.16	9369.99
Less: Total expenses including Depreciation	7287.86	6382.08	10710.05	9709.39
Profit before exceptional Items and Tax	42.68	(46.18)	127.11	(339.40)
Prior Period Items	-	283.48	-	283.48
Profit before tax	42.68	237.30	127.11	(55.92)
Less: Tax Expenses/Tax Credit	69.80	(51.77)	213.40	(13.10)
Net Profit after Tax	27.12	289.07	(86.29)	(42.82)
Earnings per share (Basic)	(0.28)	3.09	(1.42)	(0.51)
Earnings per Share (Diluted)	(0.28)	3.09	(1.42)	(0.51)

The Company does 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 ended with Rs- 27.12 Lakhs as against Rs- 289.07 Lakhs during the previous year. The Net revenue of the company stands at Rs.- 7314.12 Lakhs as against Rs-6329.88 Lakhs during the previous year, showing an increase of 15.54%. The consolidated net revenue including its subsidiaries for the current year is Rs- 10785.60 Lakhs against Rs-9341.33 Lakhs during the previous year. There are 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 has seven subsidiaries including one step down subsidiary as on 31^stMarch. 2024 and the details are as under:

SL No	Name	Location	% of holding
1.	Ayurvedagram Heritage Wellness Centre Pvt Ltd.	India	74
2.	Ayurvedic Academy Inc.	USA	100
3.	Suveda Inc. (formerly known as Nutraveda Inc.)	USA	100
4.	Ayu Natural Medicine Clinic, PS	USA	100
5.	CMS Katra Holdings LLC	USA	81. 67
6.	CMS Katra Nursing LLC	USA	100¹
7.	Nutraveda Pte Ltd.	Singapore	100

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.1169.20 Lakhs as against Rs. 904.30 Lakhs in the previous financial year. Accordingly, the EBITDA of the company is Rs. 480.16 Lakhs against Rs. 288.25 Lakhs in the previous year.

> Overseas Subsidiaries

The combined turnover of overseas subsidiaries is Rs.2508.05 Lakhs as compared to Rs. 2246.34 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 2023-24 is Rs. 1933.00 Lakhs as compared Rs. 1815.84 Lakhs in the previous year. The loss of the subsidiary after taxes was Rs. 0.39 Lakhs as compared to loss of Rs. 33.73 Lakhs in the previous year.

b) Suveda Inc. (formerly known as Nutraveda Inc.)

The turnover of Suveda Inc. during the financial year 2023-24 is Rs.575.04 Lakhs as

compared to Rs. 430.50 Lakhs in the previous year. The subsidiary incurred a loss of Rs. 146.91 Lakhs as compared to a loss of Rs. 199.85 Lakhs in the previous year.

c) Ayu Natural Medicine Clinic, PS, USA

The turnover of Ayu Natural Medicine Clinic, P S, USA is nil during the financial year 2023-24 and in the previous year. The subsidiary has not earned any profit in the financial year 2023-24 and in the previous year.

d) CMS Katra Holdings LLC, USA

The turnover of CMS Katra Holdings LLC, USA is nil during the financial year 202324 and in the previous year. The subsidiary has not earned any profit in the financial year 2023-24 and in the previous year.

e) CMS Katra Nursing LLC, USA

f) Nutraveda Pte Ltd

The turnover of Nutraveda Pte Ltd is nil during the financial year 2023-24 and in the previous year. The subsidiary has not earned any profit in the financial year 2023-24 and in the 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-1. Any member intending to have a copy of the Balance sheet and other financial statement of these Companies shall be made available on the website of the Company https://www.keralaayurveda.biz/investor-relationships under the âInvestorâ 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 31st March, 2024, no entity has become or ceased to be a subsidiary, joint venture or associate of the Company.

7. DIVIDEND

The Board of Directorâs of your company, after considering holistically the relevant circumstances and keeping in view the companyâs growth prospects, has decided that it would be prudent not to recommend any Dividend for the year under review.

8. RESERVES

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.....Lakhs as against Rs........Lakhs of the

previous year. During the year the company had a surplus of Rs......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, 2024.

10. DIRECTORS & KEY MANAGERIAL PERSONS:

Appointment / Reappointment / Resignation of Directors/Retirement of Directors

Resignation of Directors

None of the Directors resigned during the FY 2023-24.

Retirement by rotation

Mr. Anand Subramanian (DIN: 00064083) 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.

Appointment/Reappointment of Directors

The Board at its meeting held on 14^th August, 2024, on the basis of the recommendation of the Nomination and Remuneration Committee had approved continuation of appointment of Mr. Ramesh Vangal (DIN: 00064018) as Non-Executive and NonIndependent Director of the Company. The members in the ensuing Annual General Meeting approved the appointment of Mr. Ramesh Vangal.

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 reappointment 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.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE CONDUCTED DURING THE YEAR 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 Nine Board Meetings, Seven Audit Committee Meetings, Three Nomination Remuneration Committee meetings and Fourteen 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 SEBI (LODR) Regulations, 2015 and pursuant to the relaxations provided.

During the financial year 2023-24, the Board of Directors of the Company met on the following dates-

Sl. No.	Date of Board Meeting	Number of Directors eligible to attend meeting	Number of Directors who attended the meeting
1.	11.05.2023	9	8
2.	30.05.2023	9	8
3.	12.07.2023	9	8
4.	10.08.2023	9	8
5.	31.08.2023	9	8
6.	03.10.2023	9	8
7.	14.11.2023	9	7
8.	24.11.2023	9	8
9.	14.02.2024	9	7

Further, separate meeting of Independent Directors of the Company was held on 14^thFebruary, 2024 where the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and clause 25(4) of SEBI (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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). 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 OF 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 SECTION 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(1) and 5(2) of the Companies (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 PERFROMANCE AND THAT OF 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

Management and the Remuneration of other employees and other related matters. The Company''s Policy furnished as Annexure 3 forms part of this Report. The policy is also uploaded on the website of the Company at https://www.keralaayurveda.biz/investor-relationships under âInvestor Sectionâ

17. PARTICULARS OF AUDITORS:

1. Statutory Auditors

M/s. Maharaj Rajan & Mathew (Firm Registration No. 01932S), Chartered Accountants, were appointed as the Statutory Auditors of the Company at the AGM held on 24th September, 2019 for a term of five consecutive years from the conclusion of the 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting.

The Report given by the Statutory Auditors on the standalone financial statements of the Company and the consolidated financial statements of the Company for the Financial year ended March 31, 2024 forms part of this Annual Report.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed there under.

Due to completion of tenure of existing Statutory Auditors and based on the recommendation of the Audit Committee, the Board of Directors in their Meeting held on August 14, 2024 had appointed M/s. G. Joseph & Associates, Chartered Accountants (Registration No. _006310), as the Statutory Auditors of the Company with effect from the conclusion of 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting, subject to the approval of members. The resolution for their appointment has been mentioned in the Notice convening the 32^nd Annual General Meeting.

2. Secretarial Auditors

M/s. SVJS & Associates, a firm of practicing Company Secretaries (âSecretarial Auditorsâ), 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, 1999 and other laws specifically applicable to the Company. The Secretarial Audit Report in Form MR-3 for the financial year under review is attached to this Report as Annexure 4. The Secretarial Audit Report is given in

Annexure- I, forming part of this report. The Secretarial Auditorsâ Report have the following observations.

Auditor Observations	Managementâs Response
As per Regulation 44 (2) ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the e-voting facility to be provided to shareholders in terms ofsub-reguiation (1), shall be provided in compliance with the conditions specified under the Companies (Management and Administration) Rules, 2014, or amendments made thereto. As perRuie 20 (4) (xviii) ofthe Companies (Management and Administration) Rules, 2014, a resolution proposedto be considered through voting by electronic means shall not be withdrawn, item 2 ofExtra Ordinary General Meeting held on 07.06.2023 seen withdrawn by the company at its Extra OrdinaryGeneralMeeting.	Due to prevailing market conditions and further discussions with its proposed investor, it was proposed to review the requirements of additional capital in the near future, amend and enhance the proposition.
As per regulation 2(zc) read with Regulation 23 (9) ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 -The definition ofreiatedparty transaction has changed. Reiatedparty transactionâmeans a transaction involving a transferofresources, services orobiigations between:	Company is taking steps to comply it in the subsequent filings.

() a listed entity or any of its subsidiaries on one hand and a related party oft he listed entity or any of its subsidiaries on the otherhand; or (ii) a listed entity or any ofits subsidiaries on one hand, and any other person orentityon the otherhand, the purpose and effect ofwhich is to benefit a related party ofthe listed entity orany ofits subsidiaries, with effectfromAprii 1, 2023;

As per Regulation 23 (9), the listed entity shall submit to the stock exchanges disclosures ofreiatedparty transactions in the formatas specified by the Board from time to time, and publish the same on its website. We are unable to commenton whether Related party disclosures for the half year ended 30.09.2023 contains a/ such transactions in the absence of financial data ofsubsidiaries.

As per Regulation 24 A ofthe Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with BSE Notice No. 20230630-12 dated30.06.2023, the due date of submission ofSecretarial Compliance ReportinXBRL formatfor Financial YearMarch 31, 2023 was June 30, 2023. XBRL filing ofAnnual Secretarial Compliance Report is not seen done by the Company.

The Company is not able to rectify this by filing it on the current date. Will take steps to comply in future.

As per Regulation 30 ofthe Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with BSE Notice No. 20230630-12 dated30.06.2023, intimations of appointment of CEO on 03.10.2023, reappointment ofwhoie time director 10.08.2023 and outcome of extra ordinary general meeting on 07.06.2023 not seen filed in XBRL mode.	The Company is not able to rectify this by filing it on the current date. Will take steps to comply in future.
As per Regulation 31(1) (c) ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The listed entity shall submit to the stock exchange(s) a statement showing holding ofsecurities and shareholding pattern separately foreach class of securities within ten days ofany capital restructuring ofthe listed entityresuiting in a change exceeding two per cent of the total paid-up share capital. Stock exchange intimations in relation to preferential allotment of921781 shares (8.29% of existing capitalstructure) made on 04/01/2024, to stock exchange was not within 10 days ofcapital restructuring	Company is taking steps to ensure filing on time
As per Regulation 36(4) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with BSE Notice No. 20230630-12	Company is taking steps to comply with this in future

dated30.06.2023 the submission in XBRL mode to be made at the same time when the listed entities file Form AOC-4 (XBRL) with Ministryof CorporateAffairs. Submissionof Annual Report in XBRL format is not done for the FY2022-23 at the same time when the Company filed Form AOC-4 (XBRL) with Ministryof Corporate Affairs.
As per Schedule B-4(1) ofthe Securities and Exchange Board of India (Prohibition Of Insider Trading) Regulations, 2015, the trading window shall be closed when the compliance officer determines thata designated person or class of designated persons can reasonably be expectedto have possession ofunpubiishedprice sensitive information. Trading windowis notseen closed for appointmentofnew CEO and Preferential Issues. Further there is a delayed intimation oftrading window closure for quarterly results 31.03.2023, 30.06.2023 and 30.09.2023.	Company is taking steps to comply with this in future
NFRA1 is yet to be filed by the body corporate subsidiaryofthe Company. The Company has not issued a newspaper advertisement for book closure in accordance with Section 91 ofthe Companies Act.	The company is taking steps to file the same. Company will take care in future.
The Company has received a notice datedJuiy8, 2024, fromLiquidator	A plaint having OS No.255 of 2024 (Suit) was filed by Mr. Ramesh Vangal

appointed for Katra Holdings Limited	and heard before the Honâble Munsiff
(KHL), Mauritius, the Holding Company	Court at Aluva, Ernakulam, Kerala, on
pursuant to the orderofthe Supreme	July 12, 2024, seeking injunctive reliefs
Court, Mauritius dated 19.06.2024.	against the actions requested in the Notice. Due to non-grant of ad-interim injunction in the Suit, Mr. Vangal filed an OP(C)No.1773 of 2024 (Petition) before the Honâble High Court of Kerala. Senior Counsel Sri Joseph Kodianthara appeared representing the Company. The Honâble High Court of Kerala granted the injunction by an order dated August 14, 2024, stating: that the Trial Court should have granted the ad-interim injunction to preserve the subject matter of the Suit as not granting the same would make the prayers in the suit infructuous and cause serious prejudice and irreparable injury to the petitioner, the Company and the Directorate of Enforcement, Southern Region (ED). that the contentions reveal that there is a prima facie case in favour of petitioner that the parties (including the Liquidator) must maintain status quo with respect to the shares of the Company held by KHL for a period of 1 (one) month. that notice be issued (by post and email) to the respondents, the Liquidator, Standard Chartered Bank

	(Mauritius), Standard Chartered Bank
	(Mumbai), Kerala Ayurveda Limited,
	BSE Limited, KHL, Mauritius and ED.
	The Petition is now posted for hearing
	on September 3, 2024.

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.keralaayurveda.biz/investor-relationships under âInvestor Sectionâ

3. Internal Audit and Internal Financial Controls with reference to the financial statements

The Company appointed Mr. Biju George, Chartered Accountant, as its Internal Auditor. 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

According to Companies (Cost Records and Audit) Rules, 2014, your Company is required to get the Cost Audit done for the financial year 2023-24 and the Company has maintained cost records for the financial year 2023-24.

18. 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://www.keralaayurveda.biz/investor-relationships under âInvestor Sectionâ.

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 place/suspected to take place.

As per the policy all Protected Disclosures should be addressed to the Vigilance Officer / Company Secretary or to the Chairman of the Audit Committee in exceptional cases.

19. 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 for 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 https://www.keralaayurveda.biz/investor-relationships under âInvestor Sectionâ

20. 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 Nexia Baker and Arenson, 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 of 2024 (âSuitâ) was filed by Mr. Ramesh Vangal and heard before the Honâble Munsiff Court at Aluva, Ernakulam, on July 12, 2024, seeking injunctive reliefs against the Notice.

21. 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 the corporate 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.

22. DEPOSITS:

In terms of the provisions of Section 73 of the 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^st March 2024.

23. 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 <<>>. A certificate from Statutory Auditors confirming the compliance of Corporate Governance is also attached to this report.

24. AUDIT COMMITTEE

The details pertaining to composition and meetings of the Audit Committee are included in the report on corporate Governance.

25. 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.

26. 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 https://www.keralaayurveda.biz/investor-relationships.

27. 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 forming a part of Annual Report.

Current borrowings of the company are compliant with Section 180(1)(c) of the Companies Act, 2013

28. 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 (1) of Section 188 of the Companies Act, 2013 including certain arm''s length transactions under that proviso attached as Annexure 6 in Form AOC-2 forms an integral part of this report. 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 are repetitive in nature and for the transactions which are not foreseen.

In line with the requirements of the applicable laws, the Company has formulated a policy on related party transactions which is uploaded on the website of the Company at :https://www.keralaayurveda.biz/investor-relationships.

29. DIRECTORSâ 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:

In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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.

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.

The directors have prepared the annual accounts on a going concern basis.

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

a. 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.

30. 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 Presiding Officer who shall be a woman employed at a senior level at workplace from amongst the employees.

Provided that in case 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 subsection (1).

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;

not less than two Members from amongst employees preferably committed to the cause of women or who have had experience in social work or have legal knowledge;

one member from amongst non-governmental 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

During the year under review, there were no complaints received by the ICC. 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.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoes required under Section134(3)(m) of the Companies Act, 2013 read with Rule8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 7 that forms part of this Report.

32. HUMAN RESOURCES

Your Company treats its âhuman resourcesâ 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 peopleâs attention are currently underway. Your Company''s thrust is on the promotion of talent internally through job rotation and job enlargement.

33. 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.

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividends 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.

35. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the DEMAT suspense account/unclaimed suspense account.

36. 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 2023-24 to BSE Limited.

37. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to âMeetings of the Board of Directors and General Meetingsâ respectively have been duly complied with.

38. 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.

39. SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, no settlements were made by the Company with any Banks or Financial Institutions.

40. THE DETAILS OF DIFFERENCE BETWEEN 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 2023-24, there were no Insolvency Proceedings initiated against the Company and hence there were no instances of one-time settlement with banks or financial institutions.

41. DETAILS OF PENALTIES/ PUNISHMENT/ COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORSâ REPORT

There were no penalties/punishment/commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

42. 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.

ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued patronage, support and cooperation 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.

Order of the Board of Directors For Kerala Ayurveda Limited

Sd/-

Date: 14^th August 2024 Ramesh Vangal

Place: New Haven, US Chairman (DIN: 00064018)

CMS Katra Holdings LLC holds 100% shareholding in CMS Katra Nursing LLC; hence CMS Katra Nursing LLC is a step-down subsidiary of your company.

The Company has acquired 51% stake in the equity share capital of OM VEDIC HERITAGE CENTRE PTE. LTD. on 7^th August 2024 at a consideration of SGD 280,000 (equivalent to INR 17,763,200) as per the executed Share Purchase Agreement and Shareholdersâ Agreement.

Mar 31, 2023

Your Diredore" have the pleasure in presenting (he Annual Report on the business and operations of the Company and the Andilod Financial Statements ft* the Financial Year ended 31st March, 3033.

FINANCIAL RESULTS

The Company''s financial perfermanec dui-nit] itic yoat 2033-23 as compared to the piemens year 3021-22 is sumiira riied below.

i\ i i I - it- (Â¦.Â¦Â¦âi

Particulars	Standalone		Consolidated
	2021-33	2022-23	2021-22	2022-23
Product Revenues	4903.56	3311.73	5307 72	5703.02
Service Ftovenucs 4 Other income	616.84	1624.16	2762.25	3666.97
Cross Income	56-10.40	5335.89	8059.97	9359.99
Less: YAV & LxuSC Duty	403.09	417.49	408.09	417.49
Net Income from Salcs.''Services	5203.31	5918.40	7551.88	8952.5
Profit before Ihteresl, Depreciation A tax (EBlTDAi	788.92	451.85	972.96	253.57
Profit before extraordinary and Prior items and lax	123.47	(46.13)	200.79	(330.38)
Lxtra Ordinary items	0	0	7068	0
Prior Penod Items	0	283.48	0	283.48
Profil Before Tax	133.47	237.30	280.47	(55.90)
Net ProftlfLoss after tax.	88.95	289 07	239 35	(42 80)
Minority interest in Profit	0	Q	318	47.25
Other Comprehensive Income	34.4b	36.66	34.46	36.66
Net Consolidated ProfitVLoss	123.42	325.73	270.63	(53.39)
Less lii ought forward from previous year	(1260.00)	(1136.59)	(102377)	(1653.14)
Loss Canted to ttie Balance Sheet	(1136.53)	(810.86)	(16S3.14)	(1706.53)

^VJL^^^QPLRATlOfJS

Uunrig Ihc Financial Year under review, the operalional results ended with a toss efFte. 46.18 LKisas against a profit of Rs.12347 Lakhsdunng (he previous year. The Net revenue of the company slariffsf&l6335.89 lakhs as against Rs. 5610.4 Lakhs eurrig the previous year, ahawng an increase of 12.33%. the consolidated net revenue Indpding its subsidiariosliW* current year is Rs. 9369.93 Lakhs agamslRs. 8063.97 Lakhs during the previous year.

There are no material cJranges and commitments affecting the financial position of the company wfoetuMvo o between the end of the financial year of the company to which the fmanciat statements related and the date of this report except as monlioned in the financials.

SUBSIDIARY COMPANIES AN0 COftSOLlUATLO FINANCIAL STATLMLN fS

Your company has seven subsidiaries including cite step down subsidiary as on 31 âMarch, 2022 and the details are as under:

SLNd	Name	Localion	% of holding
1.	Ayurvedagram 1 lentagc Wellness Contie Pvt Ltd.	India	74
2.	Ayurvedic Academy Inc.	USA	100
3.	Suveda Inc. (formerly known as IMutraveda Inc.)	USA	100
4.	Ayu Natural Medicine Clinic, PS	USA	100
5.	CMS Katra Holdings LLC	USA	81.67
6.	CMS Katra Nursing LLC	USA	100*
T	Nulravcda Pie Ltd.	Singapore	100

*CMS Katia Holdings LLC holds lGO%sltarcholding m CMS Katra Nursing LLC. hence CMS Katra Nursing LLC isastep -down suhadiaiy of you company.

HIGHLIGHTS ON PLRFORMANCL Oh SUtiSltJI ARILS Endian Subsidiary

During Ihc year under re view, M/s. Ayurvedagram Montage Woiincss Conlrc Private Limited, has achieved a turnover of Rs.9M.39 lakhs as against Rs.529.96 lakhs m Iho previous financial year. Accordingly, the EGITDA of the company is Rs.288.25 Eakbs against Rs. 135.9 lakhs in the previous year.

Overseas Subsidiaries

The combined turnover of oveiseas subsidiaries is fls.2246.34 Lakhs as compared to Rs. 2118.31 Lakhs in the previous year. The performance of each ef the subsidiaries of the Company is mentioned below:

a) Ayurvedic Academy Inc

The turnover of Ayurveda Academy Inc during the financial ydai22- 23 is Rs.18l5.84 Lakhs as compared Rsl 705.2 Lakhs m the previous year. The loss of Uic subsidiary after taxes was Rs. 33.73 Lakhs as compared to profit of Rs. 467 Lakhs in the previous year.

b) Suveda Inc. (formerly known as Nulraverfa Inc.)

The turnover of Suveda Inc. during the financial: yedi022- 23 is Rs. 413.1 Lakhs as compared to Rs. 430.50 Lakhs in Ihc previous year. The subsidiary incurred a loss of HSL''J.Us Lakhs as compared to a Joss of RUS2.8S in the previous year.

e) Ayli Natural Medicine Clinic, PS, USA

jhe tunwvpr of Ayu Natural Medicine Ctimc, p S, USA a ml during the financial yoaC022- 23 and hi the previous year. The subsidiary has not earned any profit in the financial yea202''2- 23 and in the previous ycai.

d) CMS Kama Holdings LLC, USA

l''he luinever of CMS Kalra Holdings LLC, U&A rut during Ore financial yeiHU22- 23 and in mo previous year. The subsidiary has not earned any profit in the financial ycs2fl22- 23 and m the previous year.

e) CMS Katra Nursing LLC, USA

The turnover of CMS Kalra Holdings LLC. USA nil during ate financial yeifi022- 23 and in the previous year. The subsidiary has -not earned any profit in the financial yea2Q22- 23 and in me previous year.

0 Nutcavedo Pie Ltd

The turnover of Nutravoda Pte Lid rs nil during the financial ycai 2022-23 and m the previous year. The subsidiary has not earned any profit in me financial ycai2022- 23 and In me previous year.

CONSOtJDATCP FINANCIAL SI ATE ME NTS

As per Rutc 0 of Companies (Accounts) Amendments Rotas, 2016, a report on tlie highlights of performance of s ubsidi aries, associates and joint venture companies and their contributions to the overall performance of me oompany during the period under report is attached as Amies ure-1. Any member intending to have a copy ef the Lialauce sheet and olticr financial statement of those Companies shall be made available en the website ef Ihc Company wwih. koralaayurvoda.tuz/invcsljor-relalHjfishipfij''under Uie Investor" Tab. II shall also bo Kept for inspection during business hours by any shareholder in Ihc registered office of me Company and the respective offices ef its subsidiary companies.

COMPANIES WHIGH HAVE BECOME OR CEASED. TO BE ITS SUBSIDIARIES DU RING THE YEAR

During theFinancial year ended 31sl March. 2023, no entity has become or ceased to be a subsidiary, joint venture or associate of the Company.

UiVIULNU

With a view lo conserve the resources for future business requirement of the Company, the board of Directors decided hoi to recommend any dividend on cgurty shares for mo year ended 31â March. 2023.

RESERVES

The company docs not proposefiansfemng any amount to reserves during me period. At the end ef the year. Itiasmcr equity of the oompany is Rs.39 7.69 Lakhs as against Rs.71.s36 Lakhs of Iho previous year. During the year the company had a surplus of Rs.325.73 Lakhs.

CHANGE IN I UL NAI URL Oh iiUSlNESS g AN IT

T hero is no cl iangc : i Â¦ the halo re of business of Uio Company during the fine i icial yea r ended 31 st March, 2023

UtKLGTORS & ttLY MANAGERIAL PERSONS:

Appti inlmrrnt 1 Reappointment i Resignation of Dire olu r Â»/ Re l i re me nl of Directors Kt-iiignatidn of Directors

None of the Directors resigned during llio FV 2022 23.

Retirement try rotation

Mr. Ramesh Vangal (DIN. ABOPV1Q73QjÂ£ biredor mil retire try rotation a! the ensuing Anneal General Meeting of die company and being eligible lias offered himself for re-appointment.

A brief resume of the aforesaid Director arid oilier information have been detailed in the notice convening the Annual General Meeting of the Company. Appropriate resolution for his te appointment is being ptaoed for approval of the members at the ensuing Annual Goneial Meeting.

Appointment and resignation of Key Managerial Personnel

Ms. Jyoltn Guicefia, Membership NoA 63350 is appointed as Company SocretaryfCampliancu ofTioef with effect from 14^lhFebruary, 2023.

MELTINGS OF tUL BOARD OF DIRECTORS

An anneal calendar of board and Committee Meetings planned during the year were prepared and circulated m advance lo the Directors. During ibe year Five board Mootings. Five Audit Committee Meetings, One Nomination Renunciation Commilloe meeting and Three StakehoHcrs Relationship Committee meetings wore convened and held. The dotarls of meeting A attendance arc given m Ihe Corporate Governance RoporL The intervening gap between die Meetings was within the peuod prescribed under the Companies Act. 2013 and the SLBl (LODR) Regulations, 2015 and puisuanl lo Ihe relaxations provided. During the financial year 2022 23. Ihe board of Directors of the Company mot on the following dales-30â'' May, 2022, 12"'' August, 2022, 14â November 2022 and 14^{1 2 3} Feb 2023.

Further, separate moclrng of Independent Directors of Ihe Company was held on 14â* February, 2023 where Ihe prescribed items enunciated under Schedule IV to the Companies Act. 2013 and clause 25(4) of SLDI (Listing Obligations and Disclosure ftcguifomenls) Regulations, 2015 wore discussed.

PtlCLAHAl ION UY INULRENPLNt QiRLClOft(S]

All the indcpcitdcrit Directors have furnished declarations that they meet the criteria of indcpciidcticc as prescribed under Section 143(6) of the Companies Act, 2013 and the Rules made there under. In the opinion of the Board, they fulfill ihe conditions of independence as specified in the Companies Act. 2043 and GL13I (Listing Obligations and Disclosure Requirements) Regulations, 2015 ad arc independent of the management

infonnalion is available for inspection by Ifio Members at llic Registered Office of Ihe Company on any working day of tnc Company up lc (Tic dale of She 3Qlli Annual Gcneial Meeting.

Tbs statement containing information as required under Itie provisions of Section 1 Q7(12J of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 js given in Annexurc 3 and forms part of lit is Report a a An nexu rc 2

I3QARD LVALUA1 ION

Puisuanlto the provisions of The Companies Acl. 2013 arid the St Cl (Listing Obligations and Disclosure Requirements) ftegulalions, 2015, the Board fias earned out an annual performance evaluation of i!s own performance, the directors individually as well as fire working of its committees. The way the evaluation has been earned out ties been explained m lire Corporate Governance Repoit.

NOMINATION AMD REMUNERATION POLICY OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND OTHERLMPLOTLLS

As required under Section 1/8(1) of the Companies Act, 2013, the Board of Directors of the Company has approved a policy on directors'' appointment and remuneration including criteria for dcteimining qualifications, positive attributes, independence: of a director and other matters provided ufe l78(3).The broad parameters covered under Ihe 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. The Company''s Policy furnished as Annexurc 3 forms part of this Report. The policy is also uploaded on Ihe website of Ihe Company and is reproduced on flic website of the Company.

PARTICULARS OF AUDITORS:

1. Statutory Auditors

M/s. Maharaj Rajau & Mathew, (firm Registration No. 01932S), Chartered Accountants, were appointed as the Statutory Auditors of the Company at the AGM held on 24^U: September 2:019 for a term of five consecutive years from Ihe conclusion of the 27''¹'' Annual General Meeting till the conclusion of 32"*¹ Annual General Meeting.

The Report given by the Statutory Auditors on Ihe standalone financial statements of the Company and the consolidated financial statements of the Company for flic mancial year ended March 31, 2023 forms part of this Annual Report. There have been A observalons/romarks given by the Statutory Auditors m their Report as detailed below. (1) The company has been sanctioned working capital limits in excess of five erore rupees, in aggregate from banks oi financial institutions on the basis of security of current assets. The returns or statements tried by the company with Kulak Mahindra Bank for ihe 4" quarter are not in agreement with the books of aecounls of Ihe company - Hr Normally submit report to Bank on in''¹¹ of every month before the Interna! auditing commenced. (2) In our opinion and according to Uic information arid explanations given to us, flic company has defaulted m Ihe repayment of loans due lo E.CL f inance LTD - Due te eovid. the cash flow was inadequate to manage the entire operational requirements. However the company managed to pay off Ihe same in April & May 2(J22.(4J)Undlsputed statutory dues including GST, provident fund, employees slate insurance, incomes tax, saJcs-tax, service lax. duty of customs, value added tax. cess and ether matcual statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay m a few cases. Further, undisputed amounts of TDS payable outstanding at Ihe year-end for a period of more than six months from Ihe date (hoy became payable IS Rs. 38.34 Lakhs Actually company has paid ah the statutory dues after the Ccvid Id Pandemic, but there was a delay in repayment of LCL loan and the TDS payable outstanding pertains to this payment. (4) The company has not incurred cash losses during the financial year . Cash losses in the immediately preceding financial year is Rs.576 09 Lakhs- Cash losses in the immedfatefy preceding linancial year is mainly due to Covid 19 pandemic and the company has no cash losses during this financial year.

There was no instance of fraud during the year under review, which roguiiod (he Statutory Auditors to report to the Audit Committee and for Board under Section 143(12) of the Acl and Rules framed there under.

2. Secretarial Auditors

M/s. SVJS & Associates, a f mi of practicing Company Secretaries (âSecrete nat Auditors''), carried out the secretarial audit of compliance with the Act and die rules made there under, the Listing Regulations and other applicable regulations as prescribed by SLDl, Foreign Exdiange Management Act, 1(539 and ether laws specilieally applicable to the Company. The Secretarial Audit Report in Earm MR-3 for the financial year under review is attached to this Report as Annexurc 4. The said report docs rot contain ary qualification, reservation ut adverse mark er disclaimer made by Uto Secretarial Auditors, except

trim (i) There was delay in Disclosure of rotated pm ly transactions wtncri k to be made wilt mi fifteen days from the date of publication of rts standalone and consolidated financial results.

(2) Company drtf not have a compliance officer during ttic period 29f09/20Jfc 13KJ2/2923, Company has appointed Mrs. Jyethi Guldens as mo Compliance Officer with effect Iron 14/02/2023.

(3) Tnc Company nos an untested material subsidiary on tlto Board of which independent Director of Kerala Ayurveda :s not a director. An Independent Director Mr. S Krislmauiufthy of the Company has been appointed as a director on tne Guard of material subsidiary oil 14.11.2022.

(4) The requirement of flavins butt of tne board of directors of ttic listed entity as independent directors was net met durmg tnc penod. However, the company has appointed one more independent Director on its beard of directors on 28.06.2U22 thus complying with the requirement. - The company appointed Mr. Rajesh Sharma one mere tndcpcndjHfl Director on 23.6.2022 and complied witti the requirement.

{5) The Notice of Annual General Meeting was sent on 06.09.2022 for the meeting Held on-27.U9.2022 whictL is tiol 21 clear days in ad vancc of the meet ng. Which is a Non-compliance with the Sec 118( 10) of Con ipanies Act 2013 and Secrets rial Sta nda rds.

The Scerelanai Audit Report of Ayutvedagram Heritage Wellness Centre Resale Limited, the material subsidiary of the Company is annexed to its Annual Report. The report is uploaded on tfie wcbsrtc ef ttic Company.

Internal Audit and Internal Financial Controls with reference to the financial statements

Tho Company appointed Mr. EJiju George, Chartered Accountant, as its Internal Auditor. The Company''s internal conlrof systems commensurate with Die nature ef its business and the Size and complexity of 2s operations These are routinely looted and certified by Statutory as well as Internal Andrtors. Significant audit observations fuiidiw -up actions ihorcon are reported to tnc Audit Committee.

3. Cost Auditors

According to Companies (Cost Records and Audit) Rules, 2014, your Company is required to gelthC osl Audit done for ihc financial year 2022-23 and the Company has maintained cost records fen the financial year 2022 23.

VIGIL MECHANISM f WtltS \ LL ULOWLK POLICY:

Pursuant to Ifie provisions of Section 177(9} S. (10) of the Companies Act, 2013, a Vigil Mechamsni/Whistle Glower Polity for directors and employees to report genuine concerns has Loon established Rtc Vigil Mechanism I Whistle Glower Policy lias boon uploaded on the website of (he Company, late: cayuryodg.biz /investor-relationships/ under

''Investor Section''.

The Policy is an extension of ttic Code of Conduct for Directors ft Senior Management Personnel and covers any unethical and improper actions or malpractices and events which have taken place,''suspected to take place:

As per the policy all Protected Disclosures should be addressed to llic Vigilance Officer / Company Secretary or to Ebc Chairman ef tho Audit Committee in exceptional cases.

RISK .MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, menilei and mitigate various risks to key business objectives. Majer nsks identified by the businesses and functions aro systematically addressed through mitigating actions on a continuing basis. Magor elements of rtekrtbroats for Ayurveda industry are regulatory concerns, consumer perceptions and compelilioii. These arc di scussod at Iho i ncetmgs of tl io Audit Co mmittce a i td the Goa rd o f Di reclers of the Compa ny.

The Goard of Directors lias adopted a risk management policy for the company outlining the parameters of identification, assessment, monituung and mitigation of various risks which is available on tho website of tho company.

DLTArLSOF SIGNIFICANT AND MAT LRIAL OrdLRS PaSSlD GY the RlGULai ORS Or courts OR Tribunals

I''hjfc was no significant arid material order passed by the Regulators or Courts or Tribunals impaeliiig the going concern staid and Company''s operations in future as on 31^a March, 2023.

CORPORA! L SOCtAL RESPOMSIBILII T

The Coiporale Social Responsibility provisions of the Companies Ad, 2013 are not applicable 1* the company and (be same is being done as a part of the corporate ctlios of the Company. However, your company always Had a deep sense of responsibility towards the community and has conducted bone care camps, diabetes camps ami CMU Camps.

uLPOSr ts

In terms of tnc provisions of Section / 3 of the Cornpan ics Act, 2013. !he coinpany Has not accepted any deposits from the public during me financial year under review and mere are no outstanding toad deposits from me public as on 31* March 2023.

CORPORA IL GOVERNANCE

Your company has complied with corporate governance norms as stipulated by 3 ED I (Listing Obligations and Disclosure Reguiiemcnls) Regulations, 2015. A detailed report on Corporate Governance in Jinc with requirements of the Companies Act, 20-13 and SEDl (Listing Obligations and Disclosure Requirements} Regulations, 2015 is attached to this report. A certificate from Statutory Auditors confirming Ibc compliance of Corporate Governance is also attached to this report.

AUDIT COM HI I I''LL

The details pertaining to composition and meetings of Ihc Audit Committee arc included in Itic report on corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A dolarled review of the operations, performance and future outlook of your company and its businesses is given in the Maitageiricril Discussion and Analysis Report, which forms part of this report.

EXTRACT OFANNUAL KL i URN

As i squired undet Section 92(3} of me Companies Act. 2013. an extract of Annual Return is uploaded on the website of the Company athnost/Avww.kcralaavurvodaJbizynwcslor -rclaiionshiqs

PARttCULARS OF LOANS, GUARANTEES QR IN VES I MLNYS UNPLR SECTION 188

The details ef loans and investments and guarantees covered under the provisions ef Section 166 of the Act arc given in the Notes to Hie Financial Statements forming a part of Annual Report.

Current borrowi i igs ef the com pony arc compliant with Section 180( 1 }(e} of Ihc Companies Act. 2013 PAR I ICULAR3 C i- CCN I RAC TS UR ARKAhGLM_ L.N. I3 WJ.IH RL LA^: LD PAR DLi I

The particulars of contracts or arrangements entered into by the Company with rotated parties referred to in subsection (1) of Section 166 of the Companies Act. 2013 including certain ami''s length Iransaetions under that proviso attached aaAnnenuru 6 iei Form AOC-2 forms an integral pari of this report. AH rclafod party iransacliens are prosenled to the Audit Committee and the Doartf. Omnibus approval is obtained before the oemmencemonl ef llio new financial year, lot Ihe iransaclions wfnefi are repetitive in nature and tor the transactions which are not foreseen.

In lino wim the requirements of the applicable laws, the Company has formulated a policy cm related party iiansactions which is uploaded on the website of the Cornoa my at. 11 tlps.vy-.vww.kc idl-jaYui vodQ-bijjj''ir ivestor-rcfo lion st nus.

DIRECTORS RESPONSE! fV STATEMLNT

In terms of Section I34(3tfc) of the Companies Acl, 2013, In fetation loF manual statement of tlic company, the Board of Directors slate that:

a. In Iho preparation of tire annual accounls, 1ne applicable accounting standards have been followed along with proper ekplsnalton 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 ot affairs of the company at Ihc end of trie financial year and of Ihe profit and loss of the company for that period.

c. Tlw; directors have taken proper arid suffroicnl cane for the maintenance of adequate accounting records in accordance wrth Iho provisions of this Act for safeguarding lie assets of the company and for preventing and detecting fraud and other irregularities.

d. The directors have prepared foe annual accounts on a going concern basis.

c. The directors, have laid down internal financial controls to be followed by the company and that such Internal financial controls am adequate and were operating effectively, and

f. The directors have devised proper systems ?o ensure compliance with Ihe provisions of all applicable laws and that such systems wore adequate and operating effectively.

DISCLOSURE UNDER tHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE: (PREVENTION PROHIBITION AND HtiPRESSAL} ACT. 2013

The Company lias zero tolerance towards scuQaJ harassment at Iho workplace and has adopted a policy on prevention, prohibition and rcdrcs&al of sexual harassment at workplace to line with the provisions of Iho Sexual I larassment of Women art Workplace (Prevention, Prohibition and Redrcssal) Act. 2013 and the Rules thereunder. As loqtnrod under tiw. an internal Compliance Committee lias been constituted for reporting and conducting inquiryinfo the complaints made by Lhc victim on foe harassment at the workplace.

Durmg Ihe year, no complaint of sexual harassment has boon received by Iho Committee.

CONSERVATION Oh ENERGY, ff_CUROLOGY ABSORPTK)N AND HJRLiGN EXCHANGE LARMINGS ANDOtfTGO

Ihe information pertaining to oonservabon of energy, technology absorption, foreign exchange earnings and outgoes required under Sectionf J4(3)(m)of tlie Companies Act, 2013 read with Rulc6(3) of the Companies (Accounts} Rules, 2fl14 is furnished in Armuxurc ^ Ibat fomis part of this Report.

HUMAN RESOURCES

Vour Company teats ils "human resources* as one of its most important assets. Your Company continuously invests in attraction, retention, and devclopmcril of talent on an ongoing basis. A number of programs that piovide foeusepeopie''s attention are currently underway. Your Company''s thiusl is on the promotion of talent internally through |Ob rotation and job enlargement.

HLSLflKClf AND DLVLLOPMLNI

The Research A UuvtdopiTiLMit centre of KAL ;s recognized RAD Lab by DSlR, Ministry of Science and Technology, Govb of India. This recognition was obtained h 1909 and il was renewed till 2925.

Our new product tango further increased revenue of 25 lakhs in 2922 2u year with Ihe help of pitoducls Evakalp A Thyrokalp launched in 2921- 22. further clinical teats are being done for Arishtam shots, 4 of them already completed and submitted for license. Those slmts will be launched m US market, Amazon, and other E ooirinnejcc markets m current yoai. We have envisaged estanding our product range like Myaotyf spray A Organic products by oulsotircrng wilh market leaders.

â¢ RAMS I Eg Qj AMPIN I S I O INVLS I OR LU JO A [ j UN AND PRO EC jQM I END

Your Company did not have any funds lying in unpaid or undaimed dividends for a penod of seven years therefore. there were no foods which weic required fo be transferred to Investor Education and Protection Fund (IEPF} under Section 124 of the Companies Act, 2013.

DISCLOSURE WIT U HLSPLCT 1Q DEHAT SUSPENSE ACCQUNTIUWCLAIMLD SUSPENSE ACCOUNT

There are no shares in Ihe DEMAT suspense acoount/iindaimcd suspense accounl.

LtSl INS WITH Si PC A EXCHANGES

The eguity 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 2021 -22 to USE Limited.

COMPLIANCE WITH SLCKLIAKIALSIANUAKDS

Doling ihe year urider review, the Company is following the Secrelarial Standards. Lc., SS-1 and SS-2 relaEhtq le âMeetings of Ihe Eioard of Directors'' and âGeneral Meetings'' icspcctively.

ACKNOWLEDGMENTS

Ttie Board places on record its appreciation far the continued patronage, supped and ca-operalien extended by its shareholders, customers, bankers and all Government and statutory agencies with whose help.ceoperalion, and hard work the Company was able to achieve the results. Your directors would farther like to record appreciation to the cffoits of an the employees for Ihcir valuable contribution to the Company.

By Order of the Boa id of Directors

Date: 10^,h August, 2023 For Kerala Ayurveda Limited

SdA

Ramcsh Vangal Chairman (DIN- 00064010}

AM L AR gh PROGRAMME Oj hPEPL DLN I DIREC [QRg

Rotiedic presentations are made at (he Board and Comruitlcc meetings on business and performance updates of the Company and business strategy. The Company has carried out various programmes lo familiarize Independent Directors with the Company, responsibilities in Ihe Company, nature of the industry in which the Company operates, business model of the Company and related mailers.

Details of the familiarization programme for Independent Directors arc explained in the Corporate Governance Report.

? LI AJI a OF FMPI OYFFR AND_ RELATED DISC LOS UREB P URSUAHT TO SECT ION 137(12) OF 11IL COMPANILS ACT. 2013

In terms of the first proviso to Section 136 of the Act. the Reports and Accounls are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Fâo? sound) Rules, 2014. Any shareholder iirtorcstod in obtaining Ihe same may write to [he Company Secretary. The said

Mar 31, 2018

DIRECTORS' REPORT

The Members

Your Directors have pleasure in presenting the 26th Annual Report on the business and operations of the Company and the

Audited Accounts for the Financial Year ended 31st March, 2018.

FINANCIAL RESULTS

The Company's financial performance during the year2017-18 as compared to the previous year 2016-17 is Summarized below:

Rs in Lakhs

Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Product Revenues	3475.10	323 3.00	3692.70	348 3.54
Service Revenues & Other Income	928.12	744.00	2220.88	192 3.14
Gross Income	4403.22	397 7.00	5913.58	540 6.68
Less Indirect Taxes	308.14	351.00	308.14	350.95
Net Income from Sales/Services	4095.07	362 5.00	5605.44	505 5.73
Profit before Interest, Depreciation & Tax (EBITDA)	546.58	486.93	786.65	724.82
Profit Before Tax	340.07	330.24	416.65	424.98
Net Profit/Loss after tax	230.05	227.38	287.95	334.97
Minority interest in Profit	Â	-	7.12	21.99
Net Consolidated Profit	230.05	227.38	280.83	312.98
Loss Brought forward from previous year	(469.11)	(696.4 9)	(2571.98)	(2884.96)
Loss Carried to the Balance Sheet	(239.05)	(469.1 1)	(2291.16)	(2571.98)

REVIEW OF OPERATIONS

During the Financial Year under review, the operational results ended with a profit of" 340.07 Lakhs as against" 330.24 Lakhs during previous year. The Net revenue of the company stands at" 4095.07 Lakhs as against " 3625.00 Lakhs during previous year showing agro wth of 13 %. The consolidated net revenue including its subsidiaries for current year is" 5605.44 Lakhs against " 5055.73 Lakhs during previous year resulting in a growth of 11%.

During Financial Year under review, your company was able to improve the market share in Kerala and made a big progress outside Kerala.

There are 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.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Your company has seven subsidiaries including one step down subsidiary as on 31st March, 2018 and the details are as under:

SL	Name	Location	% of holding
1	Ayurvedagram Heritage Wellness Centre Pvt Ltd.	India	74
2	Ayurvedic Academy Inc .	USA	100
3	Suveda Inc. (formerly known as Nutraveda Inc.)	USA	100
4	AyuNatural Medicine Clinic , P S	USA	100
5	CMS Katra Holdings LLC	USA	81.67
6	CMS Katra Nursing LLC	USA	100*
7	Nutraveda Pte Ltd .	Singapore	100

CMS Katra Holdings LLC holds 100% shareholding in CMS Katra Nursing LLC; hence CMS Katra Nursing LLC is a fully owned step down subsidiary of your company.

PERFORMANCE OF SUBSIDIARIES

Indian Subsidiary

During the year under review,M/s. Ayurvedagram Heritage Wellness Centre Pvt.ltd.has achieved a turnover of .763.94 lakhs Â as against 796.44 lakhs in the previous financial year. Accordingly, the EBIT DA of the company is 206.76 lakhs against 241.00 lakhs in the previous year.

Overseas Subsidiaries

The combined turnover of overseas subsidiaries was " 740 Lakhs as compared to " 681.00 Lakhs in the previous year. Kerala Ayurveda Academy (Ayurvedic Academy Inc.) is currently offering certified courses in the state of Washington and California and also offers a distant learning course across USA.

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 Annexurel Any member indented to have a copy of Balance sheet and other financial statement of these Companies may write to Company Secretary. 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. It shall also be made available on the website of the Company www.kerala ayurveda.biz/invest or - relationships/ under the Investors" Tab.

COMPANIES WHICH HAVE BECOME OR CEASEDTO BE ITS SUBSIDIARIES DURING THE YEAR

During the financial year ended 31 st March, 2018, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

DIVIDEND

In view of the accumulated losses of the past, your Directors are not in a position to recommend any dividend for the current year.

RESERVES

During the year the total reserves and surplus of the company has improved to" 969.49 Lakhs from 739.44Lakhs. During the year Â company earned a net surplus of" 230.05 Lakhs. The company does not propose to transfer any amount to reserves during the period.

CHANGE IN THE NATURE OF BUSINESS. IF ANY

There was no change in the nature of business of the Company during the financial year ended 31 st March, 2018

DIRECTORS& KEY MANAGERIAL PERSONS:

Appointment / Reappointment/Resignation of Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and in terms of Articles of Association of the Company, Mr. Gokul Patnaik (DIN 00027915), Director of the company retires by rotation at ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment.

The Board of Directors appointed Ms.Shailaja Chandra, (DIN: 03320688) as an Additional Independent Director with effect from 11th November, 2017 pursuant to the provisions of Sections 152, 161 and other applicable provisions of the Companies Act, 2013 and the rules made there under read with the Articles of Association of the company to hold the office up to the conclusion of the ensuing Annual General Meeting. Board recommends her appointment as Director for the approval of the shareholders.

Board or Directors in its meeting held on 29th May 2018 approved the reappointments of Dr. K. Anilkumar for a period of 3 years with effect from 28th June 2018. The Board recommends the members approval for the appointment.

None of the directors are disqualified u/s164(2) of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings and four Audit Committee Meetings and three Nomination and Remuneration Committee meetings were convened and held. The details 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 SEBI (LODR) Regulations, 2015. During the financial year 2017-18, the Board of Directors of the Company met on 29 May,2017,11 August,2017, 27 September,2017,11 November,2017and 30January,2018.

Further, separate Meeting of Independent Directors of the Company was held on 30th January, 2018, where at the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and clause 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 were discussed.

DECLARATION BY INDEPENDENT DIRECTOR(S)

Mr. M C Mohan (DIN: 00633439), Mr. S Krishnamurthy (DIN: 00140414), Mr. Kshiti Ranjan Das (DIN: 07212449) and Ms. Shailaja Chandra, (DIN: 03320688) are Independent Directors on the Board of the company.

All the Independent Directors have furnished declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the Rules made there under.

DETAILS PURSUANT TO SECTION 197(12)OF THE COMPANIES ACT. 2013

Details pursuant to section197(12) of the Companies Act,2013 read with the Companies (Appointment And Remuneration of Managerial Personnel) Rules,2014 form part of this Report as Annexure 2.

BOARD EVALUATION

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 Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND OTHER

EMPLOYEES

As required under Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company has approved a policy on directors' appointment and remuneration including criteria for 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. The Company's Policy furnished as Annexure 3 forms part of this Report.

AUDITORS:

1. Statutory Auditors

The Statutory Auditors BIJU GEORGE & COMPANY, Chartered Accountants, was appointed for five years in the AGM held on 29.09.2014 subject to ratification at every AGM. The requirement of ratification at every AGM has been omitted vide MCA notification dated 07.05.2018. Hence, the auditors would continue forthe remaining term of one Year i.e. up to the conclusion of the AGM to be held for the financial year ended 31.03.2019. Board of Directors seek the authorization from members to fix remuneration of statutory auditor BIJU GEORGE & COMPANY, Chartered Accountants, forthe remaining term of appointment.

Statutory Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self- explanatory and do not call for any further comments.

Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are report able to the Central Government- Nil

2. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s. SVJS & Associates were re-appointed as Secretarial Auditors of the company to carry out the secretarial audit for the year ending 31^st March, 2018.

Secretarial Audit Report

A Secretarial Audit Report issued by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure 4.

Regarding the requirement of Peer Review Certificate by Statutory Auditors, we were informed by them that they have taken steps to obtain the same.

Internal Audit & Controls

The Company appointed Mr. Mathew Joseph, Chartered Accountant, as its Internal Auditor During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors' findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in coperations.

3. Cost Auditors

According to Companies(Cost Records and Audit)Rules,2014,you Company is not required to get the cost audit done for financial year 2017-18.

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 www.keralaayurveda.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 place/suspected to take place:

As per the policy all Protected Disclosures should be addressed to the Vigilance Officer / Company Secretary or to the Chairman of the Audit Committee in exceptional cases.

RISK MANAGEMENT POLICY

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.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company's internal control systems are 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.

CREDIT RATING

Kerala Ayurveda Ltd has been awarded NSIC-CRISIL rating of MSE2 which is valid upto 8thMay, 2019.

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. CORPORATE SOCIAL RESPONSIBILITY

Your company always had a deep sense of responsibility towards the community. Company conducted medical camps and free medical checkups at various places. Diabetic Awareness campaigns were held to create awareness. Special Orientation training session was also conducted on Yoga Day to the public. Corporate Social Responsibility provisions of the Companies Act, 2013 are not applicable to the company.

DEPOSITS

UNSECURED LOANS FROM DIRECTOR:

There is no amount received as unsecured loan from directors as per Rule 2(1) (viii) provision of the Companies (Acceptance of Deposits) Rules, 2014.

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 sand Disclosure Requirements) Regulations 2015 is attached to this report. A certificate from statutory auditors confirming the compliance of Corporate Governance is also attached to this report.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the report on corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of 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.

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013, an extract of Annual Return in Form MGT 9 in Annexure 5 forms part of this report.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has provided following loans and guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013:

Name of the entity	Relation	Amtn Rupees Lakhs	Particulars of loans, guarantees and investments	Purpose for which the loan, guarantee and investment are proposed to be utilized
Suveda Inc. USA (formerly known as Nutraveda Inc. USA	100% subsidiary	1,159.80	Working Capital Loan given by KAL to subsidiary	To meet the working capital requirement
Ayurvedic Academy Inc., USA	100% subsidiary	1,162.26	Working Capital Loan given by KAL to subsidiary	To meet the working capital requirement
CM S-Katra Holdings LLC, USA	81.67% subsidiary	828.67	Working Capital Loan given by KAL to subsidiary	To meet the working capital requirement
Nutraveda PTE Ltd, Singapore	100% subsidiary	0.44	Working Capital Loan given by KAL to subsidiary	To meet the working capital requirement

Current borrowings of the company are within the limits of Section 180(1 )(c) of the Companies Act, 2013

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 (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under that proviso attached as Annexure 6 in Form AOC-2 forms an integral part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section134(3)(c) of the Companies Act, 2013,in relation to financial statements of the company, the Board of Directors state that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as 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;

3. the directors had 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;

4. the directors had prepared the annual accounts on a going concern basis;

5. 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

6. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoes required under Section134(3) (m)of the Companies Act,2013 read with Rule8(3 )of the Companies (Accounts) Rules,2014 furnished in Annexure7 forms part of this Report

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 attention are currently underway. Your Company's thrust is on the promotion of talent internally through job rotation and job enlargement.

RESEARCH AND DEVELOPMENT

The Research and Development (R&D) Center of KAL is well-equipped and is engaged in various Research activities spanning across all areas of Ayurvedic Research. During this year we have received license for Myaxyl Spray, Baby oil and many more Kashayam Tablets.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividend 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 of the companies Act, 2013.

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 year2018-19 to BSE.

ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued patronage, support and co-operation extended by its shareholders, customers, bankers and 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 every employees for their valuable contribution to the Company.

Â	By order of the Board of Directors
Â	For Kerala Ayurveda Limited
Â	Ramesh Vangal
Place: Bengaluru	Chairman
Date: 14th August, 2018	(DIN 00064018)

ANNEXURE 2

The ratio of the remuneration of each directorto the median employee's remuneration and other details in terms of sub- section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules, 2016.

SI. No	Requirements	Disclosure
1	The ratio of remuneration of each director to the median remuneration of the employees for the financial year	Employee / WTD 1:10.5
2.	The percentage increase in remuneration of each Director, CFO, CS in the Financial Year	ED-0%, CS-0%, CFO-0%
3.	The percentage increase in the median remuneration of employees in the financial year	20%
4.	The number of permanent employees on the rolls of the Company	285
5.	Average percentile increase already made in the salaries of employees other than the managerial personnel	9.4%
6.	Affirmation that the remuneration is as per the remuneration policy	Yes

* No employee was in receipt of remuneration of more than rupees One Crore and Two lakhs for the FY 2017-18 in aggregate

* No employee who was employed for part of the year was in receipt of remuneration of more than Rupees Eight Lakhs and Fifty Thousand Per month for the FY 2017-18 as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

ANNEXURE-3

NOMINATION AND REMUNERATION POLICY OF KERALA AYURVEDA LIMITED PREAMBLE:

Section 178 ofthe Companies Act, 2013 and the provisions of the Chapter IV, Regulation 19 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015, require the Nomination and Remuneration Committee of the Board of Directors of every listed entity, to

A. Devise a policy on Board diversity;

B. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

C. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

D. Formulate the criteria for evaluation of Independent Directors and the Board and carry out evaluation of every director's performance;

E. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

Accordingly, in adherence to the above said requirements the Nomination and Remuneration Committee of the Board of Directors of Kerala Ayurveda Limited(KAL) herein below recommends to the Board of Directors for its adoption the Nomination and Remuneration Policy forthe directors, key managerial personnel and other employees of the Company as set out below.

A. POLICY ON BOARD DIVERSITY

A.1. Purpose of this Policy:

This Policy on Board Diversity sets out the Company's approach to ensuring adequate diversity in its Board of Directors (the "Board") and is devised in consultation with the Nomination and Remuneration Committee (the "Committee") of the Board.

A.2. Scope of Application:

The aforesaid Policy appliesto the Board of Kerala Ayurveda Limited (the "Company").

A.3. Policy Statement:

The Company believes that a diverse Board will enhance the quality of the decisions made by the Board by utilizing the different skills, qualification, professional experience, knowledge etc. of the members of the Board, necessary for achieving sustainable and balanced development.

For appointments of persons to office of directors and deciding composition of the Board, the Nomination and Remuneration Committee (NRC Committee) and the Board shall also have due regard to this policy on Board diversity.

All Board appointments are made on merit, in the context of the skills, experience, independence, knowledge and integrity which the Board as a whole requires to be effective.

The Board of directors of the Company shall have an optimum combination of executive and non-executive directors. At a minimum, the Board of the Company shall consist of at least one woman Director.

Selection of candidates will be based on a range of diversity perspectives, including but not limited to age, educational background, professional experience, skills, knowledge and length of service. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board, having due regard for the benefits of diversity on the Board. The Board's composition (including gender, age, length of service) will be disclosed in the Corporate Governance Report annually.

B. APPOINTMENT AND REMOVAL OF DIRECTOR. KMP AND SENIOR MANAGEMENT B.1 APPOINTMENT CRITERIA AND QUALIFICATIONS:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Managing Director / Whole-time Director/Manager who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

B. 2 TERM/TENURE:

1. Managing Director/Whole-time Director/Manager (Managerial Person): The Company shall appoint or re-appoint any personal as its Managerial Person for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re- appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

3. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

4. At the time of appointment of Independent Director it should be ensured that number of Boards on which such

Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

B.3 REMOVAL

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, rules and regulations.

B.4 RETIREMENT

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

C. REMUNERATION OF THE DIRECTORS. KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES REMUNERATION POLICY

C.1 GENERAL

The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force.

Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person.

Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

C.2 REMUNERATION TO MANAGERIAL PERSON. KMP AND SENIOR MANAGEMENT

1. Fixed pay: Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force. The break-up of the pay scale and quantum of perquisites including, employer's contribution to PF, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders or /and Central Government, wherever required.

2. Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.

3. Provisions for excess remuneration: If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Senior Management: "senior management" shall mean personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management one level below the executive directors, including all functional heads.

C.3 REMUNERATION TO NON-EXECUTIVE/INDEPENDENT DIRECTOR:

1. Remuneration / Commission: The remuneration / commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

2. Sitting Fees: The Non- Executive / Independent Director may receive remuneration byway of fees for attending meetings of Board or Committee thereof as decided by the board from time to time. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

3. Further, the Company may pay or reimburse to Non-Executive / Independent Director such fair and reasonable expenditure, as may have been incurred by them while performing their role as an Independent Director of the Company. This could include reimbursement of expenditure incurred by them for attending Board/Committee meetings.

4. Limit of Remuneration /Commission: Remuneration /Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

5. Stock Options: An Independent Director shall not be entitled to any stock option of the Company.

C.4 REMUNERATION TO OTHER EMPLOYEES:

Apart from the Directors, KMP's and senior Management, the remuneration for rest of the employee is determined on the basis of the role and position of the individual employee, including professional experience, responsibility, job complexities and local market conditions.

Decisions on Annual Increment shall be made on the basis of the annual appraisal carries out by HODs of various departments.

D. Evaluation of Independent Directors and the Board

1. INDEPENDENT DIRECTORS:

The Independent Directors shall be evaluated on the basis of the following criteria i.e. whetherthey:

a) act objectively and constructively while exercising their duties;

b) objectively evaluate Board's performance, rendering independent, unbiased opinion

c) exercise their responsibilities in a bona fide manner in the interest of the company;

d) strive to Attend and participate in the Meetings.

e) devote sufficient time and attention to their professional obligations for informed and balanced decision making;

f) refrain from any action that would lead to loss of his independence and inform the Board immediately when they lose their independence,

g) assist the company in implementing the best corporate governance practices.

h) moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder's interest.

i) abide by Company's Memorandum and Articles of Association, company's policies and procedures including code of conduct, insider trading guidelines etc.

Apart from the above criterion below-mentioned indicative list of factors may be evaluated as a part of this exercise:

j) Participation and contribution,

k) Commitment (including guidance provided to senior management outside of Board/Committee meetings),

I) Effective deployment of knowledge and expertise,

m) Effective management of relationship with stakeholders,

n) Integrity and maintenance of confidentiality,

o) Independence of behavior and judgment, and Impact and influence.

Also, once a year, the Board will conduct a self-evaluation. It is the responsibility of the Chairman of the Board to organise the evaluation process and act on its outcome.

2. NON-INDEPENDENT DIRECTORS/EXECUTIVE DIRECTORS

The Executive Directors and Non- independent directors shall be evaluated on the basis of criteria given to them by the board from time to time and their performance will also be reviewed by Independent directors of the Company in their meeting as per Schedule IV of the Companies Act, 2013.

Annexure 4 Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

The Members

KERALA AYURVEDA LIMITED

VII/415,Nedumbaserry,

Athani PO .AIuva,

Ernakulam-683585, Kerala

We, SVJS & Associates, Company Secretaries, have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by KERALAAYURVEDA LIMITED [CIN: L24233KL1992PLC006592] (hereinafter called "the Company"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31.03.2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company forthe financial year ended on 31.03.2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-Laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. There is no new Foreign Direct Investment during the period under review. There are no External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

Â© The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (to the extent applicable);

(vi) As informed to us, the following other laws are specifically applicable to the Company:

1. The Drugs and Cosmetics Act, 1940 and The Drugs and Cosmetics Rules, 1945

2. The Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954 and the Drugs and Magic Remedies (Objectionable Advertisements) Rules, 1955

3. The Medicinal and Toilet Preparations (Excise Duties) Act, 1955

4. Food Safety And Standards Act, 2006

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries of India;

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above except to the extent as mentioned below:

7776 limited review and audit reports are given by an auditor who has not subjected himself to the peer review process of Institute of Chartered Accountants of India as per Regulation 33 (1) (d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the board were unanimous and the same was captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no instances of:

i. Public/Right/Preferential issue of shares/debentures/sweat equity; ii. Redemption/buy-back of securities; ill. Merger/amalgamation/reconstruction; iv Foreign technical collaborations.

During the aforesaid period, a resolution was passed under Section 180(1)(c)of the Companies Act, 2013, at the Annual General Meeting held on 27.09.2017 increasing the borrowing powers to" 100 Crores over and above the paid up capital and free reserves.

This report is to be read with Annexure A of even date and the same forms an integral part of this report.

Â	For SVJS & Associates
Â	Company Secretaries
Â	sd/-
Knrhi	CS Vincent P.O.
Â	Senior Partner
14.08.2018 XâN.	CP No.: 7940, PCS: 3067

ANNEXURE A

ANNEXURE TO THE SECRETARIAL AUDIT REPORT OF EVEN DATE To

The Members

KERALA AYURVEDA LIMITED VII/415, Nedumbaserry, AthaniP.O, Aluva, Ernakulam-683585, Kerala

Our Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of the secretarial records is the responsibility of the management of the Company. Our responsibility as Secretarial Auditors is to express an opinion on these records, based on our audit.

2. During the audit, we have followed the practices and processes as were appropriate, to obtain reasonable assurance about the correctness of the contents of the secretarial records. We believe that the process and practices we followed provide a reasonable basis for our report.

3. The correctness and appropriateness of financial records and Books of Accounts of the Company have not been verified.

4. We have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc., wherever required. We relied on managment representation where we were unable to verify the underlying documents.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards etc. is the responsibility of management. Our examination was limited to the verification of the procedures and compliances on test basis.

6. While forming an opinion on compliance and issuing the Secretarial Audit Report, we have also taken into consideration the compliance related actions taken by the Company after 31a March 2018 but before issue of the Report.

7. We have considered actions carried out by the Company based on independent legal/professional opinion as being in compliance with law, wherever there was scope for multiple interpretations.

Â	For SVJS & Associates
Â	Company Secretaries
Â	sd/-
Kochi	CS Vincent P.O. Senior Partner
14.08.2018	CP No.: 7940, PCS: 3067

ANNEXURE-5

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1.	CIN	L24233KL1992PLC006592
2.	Registration Date	6tnJuly 1992
3.	Name of the Company	Kerala Ayurveda Limited
4.	Category / Sub-category of the Company	Drugs and Pharmaceuticals
5.	Address of the Registered office & contact details	VII/415, Nedumbassery Athani P O, Aluva 683585 +91-484-2476301
6.	Whether listed company	Yes
7.	Name, Address & contact details of the Registrar & Transfer Agent, if any.	M/s. Integrated Registry Management Service Pvt Ltd Kences Towers, No.1 Ramakrishna Street T Nagar, Chennai-600 017 Ph:044-28140801-03 Fax:044-28142479 Email: csdstd@integratedindia.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No.	Name and Description of main products / services	NIC Code of the Product/service	% to total turnover of the company
1	Ayurvedic Medicine	21003	81%
2	Health Care Services	86901	19%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SL	Name And Address Of The Company	CIN/GLN	Holding/ Subsidiary /Associate	% of Shares Held	Applicable Section
1	Katra Holdings Ltd, Mauritius	NA	Holding	61.52%	2(46)
2	Ayurvedagram Heritage Wellness Centre Pvt Ltd	U74140KA2003 PTC031511	Subsidiary	74%	2(87)
3	Suveda Inc., USA (Formerly known as Nutraveda Inc)	NA	Subsidiary	100%	2(87)
4	Ayu Natural Medicine Clinic PS, USA	NA	Subsidiary	100%	2(87)
5	Ayurvedic Academy Inc., USA	NA	Subsidiary	100%	2(87)
6	CMS Katra Holdings LLC, USA	NA	Subsidiary	100%	2(87)
7	CMS Katra Nursing LLC, USA	NA	Subsidiary	81.67%	2(87)
8	Nutraveda Pte Ltd, Singapore	NA	Subsidiary	100%	2(87)

I.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Â l) Category-wise Share Holding

Category		No. of shares hed at the beginning of the year				No. of shares held at end of the year				Â
Category		Dani.	Physfca1	Total	% of total shares	Demat	Physical	Total	% of total shares	% change during the year
A	SHAREHOLDING OF PROMOTE RAND PROMOTER GROUP	0	Â	0	0.000	Â	Â	Â	Â	Â
(D	Indian	0	Â	0	Â	Â	Â	Â	Â	Â
A	Individual/Hindu Undivided Family	0	Â	0	Â	Â	Â	Â	Â	Â
B	Central Government	0	Â	0	Â	Â	Â	Â	Â	Â
C	State Government	Â	Â	Â	Â	Â	Â	Â	Â	Â
D	Bodies Corporate	0	Â	0	Â	Â	Â	Â	Â	Â
E	Financial Institutions/Banks	0	Â	0	Â	Â	Â	Â	Â	Â
F	Any other(specify)	0	Â	0	Â	Â	Â	Â	Â	Â
Â	SUB TOTAL A(1)	0	0	0	0.000	0	0	0	0.00	0.00
(2)	Foreign	0	Â	0	Â	Â	Â	Â	Â	Â
A	lndividual(Non resident/foreign)	0	Â	0	Â	Â	Â	Â	Â	Â
B	Bodies corporate	6493435	0	6493435	61.52	6493435	0	6493435	61.52	0.00
C	Institutions	0	Â	0	Â	Â	Â	Â	Â	Â
D	Qualified Foreign Investor	0	Â	0	Â	Â	Â	Â	Â	Â
E	Any other(specify)	0	Â	0	Â	Â	Â	Â	Â	Â
Â	SUB TOTAL A(2)	6493435	0	6493435	61.52	6493435	0	6493435	61.52	0.00
Â	Total Shareholding of promoter and Promoter Group(A)=A(1)+A(2)	6493435	0	6493435	61.52	6493435	0	6493435	61.52	0.00
B	Public Shareholding	0	Â	0	Â	Â	Â	Â	Â	Â
(D	Institutions	0	Â	0	Â	Â	Â	Â	Â	Â
A	Mutual funds/UTI	0	2976	2976	0.03	0	2976	2976	0.03	0.00
B	Financial Institutions/Banks	0	1709	1709	0.02	1103	1709	2812	0.03	0.01
C	Central Government	0	Â	0	Â	Â	Â	Â	Â	Â
D	State Government(s)	Â	Â	Â	Â	Â	Â	Â	Â	Â
E	Venture Capital Funds	0	Â	0	Â	Â	Â	Â	Â	Â
F	Insurance Companies	0	Â	0	Â	Â	Â	Â	Â	Â
G	Foreign Institutional Investors	0	Â	0	Â	Â	Â	Â	Â	Â
H	Foreign Venture Capital Investors	0	Â	0	Â	Â	Â	Â	Â	Â
I	Qualified Foreign Investor	0	Â	0	Â	Â	Â	Â	Â	Â
J	Any other(specify)	0	Â	0	Â	Â	Â	Â	Â	Â
Â	SUB TOTAL B(1)	0	4685	4685	0.04	1103	4685	5788	0.05	0.01
(2)	Non-Institutions	0	Â	0	Â	Â	Â	Â	Â	Â
A	Bodies Corporate(lndian/foreign/Over seas)	243443	8986	252429	2.39	301358	8986	310344	2.94	0.55
B	lndividuals(Resident/NRI /Foreign National)	0	Â	0	Â	Â	Â	Â	Â	Â
(i)	Individual shareholders holding Nominal share Capital upto Rs.1 Lakh	1499732	243919	1743651	16.52	1822499	234384	2056883	19.49	2.97
(ii)	Individual sharehodlers holding Nominal share Capital above Rs.1 Lakh	1326892	656841	1983733	18.79	985844	668421	1654265	15.67	-3.12

c	Any other(specify)	77737	0	77737	0.74	34955	0	34955	0.33	-0.41
Â	SUB TOTAL B(2)	3147804	909746	4057550	38.44	3144656	911791	4056447	38.43	-0.01
Â	Total Public Share Holding (B)=B(1)+B(2)	3147804	914431	4062235	38.48	3145759	916476	4062235	38.48	0.00
Â	TOTAL (A)+(B)	0	Â	0	Â	Â	Â	Â	Â	Â
c	Shares held by Custodians and against which Depository Receipts have been issued	0	Â	0	Â	Â	Â	Â	Â	Â
Â	GRAND TOTAL (A)+(B)+(C)	9641239	914431	10555670	61.93	9639194	916476	10555670	87.93	0.00

ii) Shareholding of Promoter-

SN	Shareholder's Name	Shareholdng at the beginning of the year			Sharehddng at t he end of the year			% change in shareh olding during the year
Â	Â	No. of Shares	%of total Shares of the company	%of Shares Hedged/ encumberedto total shares	No. of Shares	%of total Shares of the company	%of Shares Pledged/ encumber ed to total shares	% change in shareh olding during the year
1	Katra Holdings Ltd., , Mauritius	6493435	61.52	61.93	6493435	61.52	87.93	NIL

iii) Change in Promoters' Shareholding (please specify, if there is no change)

SI No.	Â	Shareholding at the beginning of the year		Cumulative Shareholding during the year
SI No.	Particulars	No. of shares	% of total shares of the company	5 No. of shares	% of total shares of the company
Â	At the beginning of the year	Â	Â	Â	Â
Â	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.	Â	Â	No Change	Â
Â	At the end of the year	Â	Â	Â	Â

iv) Shareholding pattern of top ten shareholders (Other than Directors, Promoters and Holders GDR's & ADR's)

REM1	OP_BAL	OP_PER	DIFF	DIFF_PER	CL_BAL	CL_PER	Reason for Difference
SI No.1 Name:SHON RANDHAWA	Â	Â	Â	Â	Â	Â	Â
PAN :3693	Â	Â	Â	Â	Â	Â	Â
Opening Balance as on 01/04/2017	497642	4.714	Â	Â	Â	Â	Â
Closing Balance as on 31/03/2018	Â	Â	Â	Â	497642	4.714	NA
SI No.2 Name:KAVITA VIPULBHAGAT	Â	Â	Â	Â	Â	Â	Â
PAN :ASRPB4563C	Â	Â	Â	Â	Â	Â	Â
Opening Balance as on 01/04/2017	103970	0.985	Â	Â	Â	Â	Â
07/04/2017	Â	Â	263	0.002	104233	0.987	Â
14/04/2017	Â	Â	-188	-0.002	104045	0.986	Â
28/04/2017	Â	Â	-1600	-0.015	102445	0.971	Â
05/05/2017	Â	Â	-651	-0.006	101794	0.964	Â
12/05/2017	Â	Â	1348	0.013	103142	0.977	Â
19/05/2017	Â	Â	728	0.007	103870	0.984	Â
26/05/2017	Â	Â	-100	-0.001	103770	0.983	Â
09/06/2017	Â	Â	-8608	-0.082	95162	0.902	Â
23/06/2017	Â	Â	-2800	-0.027	92362	0.875	Â
07/07/2017	Â	Â	150	0.001	92512	0.876	Â
04/08/2017	Â	Â	9437	0.089	101949	0.966	Â
11/08/2017	Â	Â	956	0.009	102905	0.975	Â
18/08/2017	Â	Â	850	0.008	103755	0.983	Â
25/08/2017	Â	Â	10	0.000	103765	0.983	Â
01/09/2017	Â	Â	-100	-0.001	103665	0.982	Â
15/09/2017	Â	Â	-647	-0.006	103018	0.976	Â
22/09/2017	Â	Â	594	0.006	103612	0.982	Â
30/09/2017	Â	Â	-499	-0.005	103113	0.977	Â
13/10/2017	Â	Â	199	0.002	103312	0.979	Â
20/10/2017	Â	Â	-13	0.000	103299	0.979	Â
31/10/2017	Â	Â	-40	0.000	103259	0.978	Â
10/11/2017	Â	Â	-242	-0.002	103017	0.976	Â
24/11/2017	Â	Â	157	0.001	103174	0.977	Â
01/12/2017	Â	Â	-1361	-0.013	101813	0.965	Â
08/12/2017	Â	Â	1000	0.009	102813	0.974	Â
22/12/2017	Â	Â	-100	-0.001	102713	0.973	Â
05/01/2018	Â	Â	-270	-0.003	102443	0.971	Â
12/01/2018	Â	Â	-630	-0.006	101813	0.965	Â
16/02/2018	Â	Â	2	0.000	101815	0.965	Â
23/02/2018	Â	Â	139	0.001	101954	0.966	Â
02/03/2018	Â	Â	1	0.000	101955	0.966	Â
09/03/2018	Â	Â	-8221	-0.078	93734	0.888	Â
16/03/2018	Â	Â	-2524	-0.024	91210	0.864	Â
23/03/2018	Â	Â	15913	-0.151	75297	0.713	Â
30/03/2018	Â	Â	-7000	-0.066	68297	0.647	Â
Closing Balance as on 31/03/2018	Â	Â	Â	Â	68297	0.647	Sale
SI No. 3 Name:K.SWAPNA	Â	Â	Â	Â	Â	Â	Â
PAN :AMXPK4845Q	Â	Â	Â	Â	Â	Â	Â
Opening Balance as on 01/04/2017	102000	0.966	Â	Â	Â	Â	Â
Closing Balance as on 31/03/2018	Â	Â	Â	Â	102000	0.966	NA
SI No. 4 Name:AMIT BHUTRA	Â	Â	Â	Â	Â	Â	Â
PAN :ADTPB1150A	Â	Â	Â	Â	Â	Â	Â
Opening Balance as on 01/04/2017	81766	0.775	Â	Â	Â	Â	Â
01/12/2017	Â	Â	18341	-0.174	63425	0.601	Â
12/01/2018	Â	Â	10000	-0.095	53425	0.506	Â
Closing Balance as on 31/03/2018	Â	Â	Â	Â	53425	0.506	Sale
SI No. 5 Name:KRISHNA KODALI	Â	Â	Â	Â	Â	Â	Â
PAN :ADFPK4034L	Â	Â	Â	Â	Â	Â	Â

Opening Balance as on 01/04/2017	75000	0.711	Â	Â	Â	Â	Â
Closing Balance as on 31/03/2018	Â	Â	Â	Â	75000	0.711	NA
SI No. 6 Name:B. SASHIKANTH	Â	Â	Â	Â	Â	Â	Â
PAN :AADPB5742M	Â	Â	Â	Â	Â	Â	Â
Opening Balance as on 01/04/2017	67372	0.638	Â	Â	Â	Â	Â
08/09/2017	Â	Â	13639	0.129	81011	0.767	Â
30/03/2018	Â	Â	5953	0.056	86964	0.824	Â
Closing Balance as on 31/03/2018	Â	Â	Â	Â	86964	0.824	Purchase
SI No. 7 Name:RAKESH KUMAR JAIN	Â	Â	Â	Â	Â	Â	Â
PAN :AAFPJ6867K	Â	Â	Â	Â	Â	Â	Â
Opening Balance as on 01/04/2017	61000	0.578	Â	Â	Â	Â	Â
16/06/2017	Â	Â	-2000	-0.019	59000	0.559	Â
11/08/2017	Â	Â	-5000	-0.047	54000	0.512	Â
15/09/2017	Â	Â	-2000	-0.019	52000	0.493	Â
27/10/2017	Â	Â	-500	-0.005	51500	0.488	Â
29/12/2017	Â	Â	-1767	-0.017	49733	0.471	Â
02/03/2018	Â	Â	-575	-0.005	49158	0.466	Â
30/03/2018	Â	Â	-3000	-0.028	46158	0.437	Â
Closing Balance as on 31/03/2018	Â	Â	Â	Â	46158	0.437	Sale
SI No. 8 Name:SAILESH VIKRAMSINH THAKKER	Â	Â	Â	Â	Â	Â	Â
PAN :AAAPT3100G	Â	Â	Â	Â	Â	Â	Â
Opening Balance as on 01/04/2017	53000	0.502	Â	Â	Â	Â	Â
28/04/2017	Â	Â	4000	0.038	57000	0.540	Â
26/05/2017	Â	Â	1000	0.009	58000	0.549	Â
13/10/2017	Â	Â	-8000	-0.076	50000	0.474	Â
01/12/2017	Â	Â	-1000	-0.009	49000	0.464	Â
08/12/2017	Â	Â	-1000	-0.009	48000	0.455	Â
26/01/2018	Â	Â	2000	0.019	50000	0.474	Â
Closing Balance as on 31/03/2018	Â	Â	Â	Â	50000	0.474	Sale
SI No. 9 Name:RAMESHWAR NATH PANDEY	Â	Â	Â	Â	Â	Â	Â
PAN :AEKPP5636F	Â	Â	Â	Â	Â	Â	Â
Opening Balance as on 01/04/2017	51237	0.485	Â	Â	Â	Â	Â
13/10/2017	Â	Â	-1550	-0.015	49687	0.471	Â
10/11/2017	Â	Â	17067	-0.162	32620	0.309	Â
17/11/2017	Â	Â	-4729	-0.045	27891	0.264	Â
24/11/2017	Â	Â	-4700	-0.045	23191	0.220	Â
01/12/2017	Â	Â	-2191	-0.021	21000	0.199	Â
08/12/2017	Â	Â	11001	-0.104	9999	0.095	Â
15/12/2017	Â	Â	-9000	-0.085	999	0.009	Â
05/01/2018	Â	Â	-999	-0.009	0	0.000	Â
Closing Balance as on 31/03/2018	Â	Â	Â	Â	0	0.000	Sale
SI No.10 Name:LEELA ANN LINDNER	Â	Â	Â	Â	Â	Â	Â
PAN :NA	Â	Â	Â	Â	Â	Â	Â
Opening Balance as on 01/04/2017	42995	0.407	Â	Â	Â	Â	Â
Closing Balance as on 31/03/2018	Â	Â	Â	Â	42995	0.407	NA

e) Shareholding of Directors and Key Managerial Personnel:

REM1	OP BAL	OP P ER	DIFF	DIFF PER	CL BAL	CL PER	Reason for Difference
SI No.1 Name:ANIL KUMAR K	Â	Â	Â	Â	Â	Â	Â
PAN :AGFPK6227J	Â	Â	Â	Â	Â	Â	Â
Opening Balance as on 01/04/2017	342019	3.240	Â	Â	Â	Â	Â
15/09/2017	Â	Â	-4000	-0.038	338019	3.202	Â
06/10/2017	Â	Â	-138000	-1.307	200019	1.895	Â
Closing Balance as on 31/03/2018	Â	Â	Â	Â	200019	1.895	Sale
SI No. 2 Name:Mr.Gokul Patnaik	Â	Â	Â	Â	Â	Â	Â
PAN :AGFPK6227J	Â	Â	Â	Â	Â	Â	Â
Opening Balance as on 01/04/2017	65	0	Â	Â	Â	Â	Â
Closing Balance as on 31/03/2018	Â	Â	Â	Â	65	0	NA

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/ accrued but not due for payment.

Â	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial Year	Â	Â	Â
i) Principal Amount	1657.03	3545.82	Â	5202.85
ii) Interest due but not paid	Â	Â	Â	Â
iii) Interest accrued but not due	Â	Â	Â	Â
Total (i+ii+iii)	1657.03	3545.82	Â	5202.85
Change in Indebtedness during the financial year	Â	Â	Â	Â
* Addition	2067.75	Â	Â	2067.75
* Reduction	Â	-307.40	Â	-307.40
Net Change	2067.75	-307.4	Â	1760.35
Indebtedness at the end of the financial year	Â	Â	Â	Â
i) Principal Amount	3724.78	3238.42	Â	6963.20
ii) Interest due but not paid	Â	Â	Â	Â
iii) Interest accrued but not due	Â	Â	Â	Â
Total (i+ii+iii)	3724.78	3238.42	Â	6963.20

V) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

Remuneration to Managing Director, Whole-Time Directors and/or Manager:

Amount in

SN.	Particulars of Remuneration	Name of MD/WTD/ Manager	Total Amount
Â	Â	Dr K Anilkumar, ED	Â
1	Gross salary	Â	Â
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	30,00,000/-	30,00,000/-
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	Nil	Nil
	(c) Profits in lieu of salary/section 17(3) Income- tax Act,	Nil	Nil
2	Stock Option / Sweat Equity	Nil	Nil
3	Commission- as % of profit / others,	Nil	Nil
4	Others, please specify	Nil	Nil
Â	Total (A)	30,00,000/-	30,00,000/-
Â	Ceiling as per the Act	Within Limit*	Within Limit*

* Ceiling as per Schedule V of the companies Act 2013 is up to 42 Lakhs per Annum B. Remuneration to other directors.

SN	Particulars of Remuneration	Name of Directors		Â	Â	Total Amount
Â	Â	Mr. S. Krishnamurthy	Mr. Kshiti Ranjan Das	Vlr. M.C.Mohan	Ms. Shailaja Chandra	Â
Â	Independent Directors	Â	Â	Â	Â	Â
1	Fee for attending board/ committee meetings	210000	185000	65000	50000	510000
	Commission / others	Â	Â	Â	Â	Â
	Total (1)	210000	185000	65000	50000	510000
	Other Non-Executive Directors	Â	Â	Â	Â	Â
2	Fee for board committee meetings	Â	Â	Â	Â	Â
	Commission / Others	Â	Â	Â	Â	Â
	Total (2)	Â	Â	Â	Â	Â
Â	Total (B)=(1+2)	210000	185000	65000	50000	510000
Â	Total Managerial Remuneration	210000	185000	65000	50000	510000
Â	Overall Ceiling as per the Act	Within Limit	Within Limit	Within Limit	Within Limit	Within Limit

Ceiling is maximum 1,00,000 per meeting which can be paid to independent Directors as sitting fee. C. Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD

SN	Particulars of Remuneration	Key Managerial Personnel
Â	Â	CS	CFO	Total
1	Gross salary in "	K.Raghunadhan	Arvind Agarwal	Â
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	571308	2893584	3464892
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	0	0	0
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	0	0	0
2	Stock Option / Sweat Equity	0	0	0
3	Commission/- as % of profit	0	0	0
4	Others, please specify	0	0	0
Â	Total	571308	2893584	3464892

VII) PENALTIES /PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties/ punishments/ compounding offences under the Companies Act for the year ending 31 st March, 2018 except for late filing fees paid for delayed e-filing of form amounting to " 12.000/-

ANNEXURE-6

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Â Amendments Rules, 2016.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arranqements or transactions not at Arm's lenqth basis.

SL. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	Ayurvedagram Heritage Wellness Centre Pvt Ltd, Subsidiary company
b)	Nature of contracts/arrangements/transaction	Sale of Ayurvedic Medicines
c)	Duration of the contracts/arrangements/transaction	01 .04.201 7 to 31.03.2020
d)	Salient terms of the contracts or arrangements or transaction including the value, if any	15% discount on MRP of Company Products
e)	Justification for entering into such contracts or arrangements or transactions	Being a subsidiary of the company, KAL is offering such discount.
f)	Date of approval by the Board	11th August, 2017
g)	Amount paid as advances, if any	NIL
h)	Date on which the special resolution was passed in General meeting as required under first proviso to Section 188	27th September. 2017
i)	Total Value of Transaction during the year	49.23 lakhs

Details of contracts or arrangements or transactions at Arm's length basis.

SI. No	Name ofthe Related Party/ Nature of contracts/ arrangements/ Transactions	Nature of relationship	Duration of the contracts/ arrangement s / transactions	Salient terms of the contracts/ Arrangements/ Transaction including value for one year	Date of approval by the Board/ Audit committee	Amount paid as advance
1	Durchase of Raw Materials- All Season Herbs Pvt Ltd	Directors' relative	Need Based	25.25	14th Feb, 2017	N II
2	Receiving services oy Ayuvedagram Heritage Wellness Centre P Ltd	Subsidiary	Need Based	9.00	14th Feb, 2017	NIL
3	Rendering Services to Ayurvedagram Heritage Wellness Centre Pvt Ltd	Subsidiary	Need Based	62.50	14th Feb 2017	Nil
4	Advance to Ayuvedagram Heritage Wellness Centre P Ltd	Subsidiary	Need Based	174.90	14th Feb 2017	174. 9C
5	nterest on Advance to Ayurvedagram Heritage Wellness Centre Pvt Ltd	Subsidiary	Need Based	10.18	14th Feb, 2017	9.16
6	Purchase of Raw Material - CARe Keralam Pvt Ltd	Common Director	Need Based	2.59	14thFeb.2017	N IL
7.	Sale of Raw Materials -CARe Keralam Pvt. Ltd.	Common Director	Need Based	1.31	14thFeb.2017	N IL
8.	Rendering of services- Mason & Summ ers Leisure P Ltd	Common Director	Need Based	7.28	14thFeb.2017	5.69
9	Reimbursement of Expenses to / by KAL Subsidiaries	Subsidiary	Need Based	13.75	14thFeb.2017	NIL
10	Reimbursement of Expenses By/to Katra Phytochem India Pvt Ltd	Common Director	Need Based	2.06	14thFeb.2017	NIL
11	Repayment of Loans-to Katra Holding Pvt Ltd	Common Director	Need Based	424.98	14thFeb.2017	NIL
12	Repayment of Loan by Subsidiaries in USA	Subsidiary	Meed Based	300.95	14thFeb.2017	NIL
13	Managerial Remuneration-Dr K Anilkumar, Director	Whole Time Director	3 year from 28.06.2015	30.00	29th May 2015	NIL

Â	By order of the Board of Directors
Â	For Kerala Ayurveda Limited
Â	Ramesh Vangal
Place: Bengaluru	Chairman
Date: 14th August, 2018	(DIN 00064018)

ANNEXURE 7

Information in accordance with Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Amendment Rules, 2016 and forming part of the Board's Report for the year ended 31March, 2018.

A. CONSERVATION OF ENERGY

I. The Steps taken or Impact on conservation of energy - NIL

II. The Steps taken By the Company for utilizing alternate source of energy - NIL

III. The Capital Investment on energy conservation equipments - NIL

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

I. The efforts made towards technology absorption All developments were done indigenously

II. The benefits derived like product improvement, cost reduction, product development or import substitution During the year company added 2 more softgel capsules to the product basket.

III. Details of imported technology

During the year, company has not imported any technology. All developments were done indigenously. IV The expenditure incurred on research and development

a)	Capital	NM
b)	Deferred Rev Exp	59.76 Lacs
c)	Revenue Expenditure	3.27 Lacs
d)	Total	63.19 Lacs
e)	Total R&D expenditure as a % of turnover	1.54%

C. FOREIGN EXCHANGE EARNINGS & OUTGO

The details of foreign exchange earnings and outgo are as under:

Foreign Exchange earnings & outgo Earnings	Current year 57.47 Lacs
Outgo	NIL

Â	By order of the Board of Directors
Â	For Kerala Ayurveda Limited
Â	Ramesh Vangal
Place: Bengaluru	Chairman
Date: 14th August, 2018	(DIN 00064018)

Mar 31, 2016

The Members

The Directors have pleasure in presenting the 24^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2016.

FINANCIAL RESULTS

The Company''s financial performance during the year 2015-16 as compared to the previous year 2014-15 is summarized below: Rs. in Lakhs

	Standalone		Consol	dated
Particulars	2015-16	2014-15	2015-16	2014-15
Product Revenues	2757.67	2399.72	2869.97	2427.22
Service Revenues & Other Income	774.20	670.68	1999.38	1720.96
Gross Income	3531.87	3070.40	4869.35	4148.18
Less: VAT & Excise Duty	267.47	241.71	267.47	241.71
Net Income from Sales/Services	3264.40	2832.37	4601.88	3906.47
Profit before Interest, Depreciation & Tax	416.38	329.54	763.64	607.71
(EBITDA)
Profit/Loss before extraordinary items	249.92	157.44	410.83	317.43
Extraordinary Items		â		â
Profit Before Tax	249.92	157.44	410.83	317.43
Net Profit/{Loss) after Tax	172.6	110.58	273.68	251.50
Minority Interest in Profit		...	3.56	15.94
Net Consolidated Profit/(Loss)	172.60	110.58	270.12	235.56
Loss brought forward from previous year	(869.09)	(906.36)	(3056.34)	(3291.90)
Loss Carried to the Balance Sheet	(696.49)	(869.09)	(2884.96)	(3056.34)

REVIEW OF OPERATIONS

During the Financial Year under review, the operational results ended with a Profit before Extraordinary items at Rs.250 Lakhs as against Rs.157 lakhs in the previous year. The Net revenue of the company stands at Rs.3,264 Lakhs as against Rs.2,832 Lakhs in the previous Financial Year reporting an 15% growth. The consolidated net revenue including its subsidiaries for the year is Rs.4,602 Lakhs against Rs.3,906 Lakhs during previous year report an 18% growth.

During the Financial Year under review, your company was able to improve the market share in Kerala and made a big progress outside Kerala.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Your company has seven subsidiaries including one step down subsidiary as on 31^st March, 2016 and the details are as under:

SL	Name	Location	% of holding
1	Ayurvedagram Heritage Wellness Centre Pvt. Ltd.	India	74%
2	Ayurvedic Academy Inc.	USA	1 00%
3	Nutraveda Inc.	USA	1 00%
4	Ayu Natural Medicine Clinic, P.S.	USA	1 00%
5	CM S Katra Holdings LLC	USA	81.67%
6	CM S Katra Nursing LLC	USA	1 00%*
7	Nutraveda Pte Ltd.	Singapore	1 00%

* CMS Katra Holdings LLC holds 51% shareholding in CMS Katra Nursing LLC and Nutraveda Inc. holds the balance 49% shareholding; hence it is a fully owned step down subsidiary of your company.

PERFORMANCE OF SUBSIDIARIES Indian Subsidiary

During the year under review, M/s. Ayurvedagram Heritage Wellness Centre Pvt. Ltd. has achieved a turnover of Rs.721 Lakhs against a turnover of Rs.571 Lakhs in the previous financial year clocking a sound growth of 26%. The Net EBITDA of the company is Rs.241Lakhs against Rs.179 Lakhs in the previous year.

Overseas Subsidiaries

The combined turnover of overseas subsidiaries was Rs.681 Lakhs as compared to Rs.530 Lakhs in the previous year. Kerala Ayurveda Academy is currently offering certified courses in the state of Washington and California and also offers a distant learning course across USA.

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 1. Any member indented to have a copy of Balance sheet and other financial statement of these Companies may write to Company Secretary. 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.

It shall also be made available on the website of the Company www.keralaayurveda.biz /investor-relationship under the âInvestorsâ Tab.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES DURING THE YEAR

During the financial year ended 31^st March, 2016, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

DIVIDEND

In view of the accumulated losses of the past, your Directors are not in a position to recommend any dividend for the current year.

RESERVES

During the year the total reserves and surplus of the company has improved to Rs.512 Lakhs from Rs.339 Lakhs. During the year company earned a net surplus of Rs.173 Lakhs.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements related and the date of this report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2016.

BOARD OF DIRECTORS

Appointment / Reappointment / Resignation of Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and in terms of Articles of Association of the Company, Ms. Katarzyna Zimpel, (DIN 00264084) Director of the company retires by rotation at ensuing Annual General Meeting and being eligible, offer herself for re-appointment. The Board of Directors recommends her re-appointment. Mr.

M S Seetharaman (DIN 07109974), Additional Director has resigned with effect from 13^th August, 2015. Mr. A. T. Jacob (DIN 01663815), Director has resigned with effect from 28^th May, 2016. Mr. Kshiti Ranjan Das (DIN 07212449), was appointed as an Additional Independent Director on 6^th November, 2015. He offers himself as Non Executive Independent Director in this Annual General Meeting. Mr. Gokul Patnaik (DIN 00027915) was appointed as an Additional Non Independent Director with effect from 28^th May, 2016. He offers himself as Non Executive, Non independent Director in this Annual General Meeting.

Ms. Anusha Rajeswaran, Company Secretary has resigned w.e.f.30^th June, 2015 and Ms. Itti Bhargava has joined as Company Secretary on 13^th August, 2015. Due to some personal reasons Ms. Itti Bhargava, Company Secretary has resigned w.e.f. 11^th June, 2016.

None of the directors are disqualified u/s 164(2) of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which 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 listing agreement with the Bombay Stock Exchange. During the financial year 2015-16, the Board of Directors of the Company, met 5 (five) times on 29^th May, 2015, 13^th August 2015, 29^th September, 2015, 6^th November, 2015 and 4^th February, 2016.

Further, a separate Meeting of the Independent Directors of the Company was also held on 23^rd December, 2015, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and clause 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 were discussed.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT

Mr.Ronald George Pearce (DIN 00260166), Mr. M C Mohan (DIN 00633439), Mr. S Krishnamurthy (DIN 00140414), Mr.Kshiti Ranjan Das (DIN 07212449) are Independent Directors on the Board of the company.

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under Section 149 (6) of the Companies Act, 2013 and the Rules made there under.

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as Annexure 2.

FORMAL ANNUAL EVALUATION

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 evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company approved a policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee.

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 (other than Managing/ Whole-Time Directors), Key-Executives and Senior Management and the Remuneration of other employees. The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure 3 and forms part of this Report.

AUDITORS:

1.Statutory Auditors

M/s. Biju George & Co, Chartered Accountants, Vellaringattu Towers, Thodupuzha 685 584 were appointed as Statutory Auditors of the company upto the conclusion of Annual General Meeting in 2019 subject to ratification at every Annual General Meeting. Company has received a letter, pursuant to Section 139 of the Companies Act, 2013, from M/s. Biju George & Co., Chartered Accountants, Vellaringattu Towers, Thodupuzha 685 584 confirming consent and their eligibility for acting as Statutory Auditors of the Company, if the appointment is ratified at the ensuing Annual General Meeting. The Board also recommends their appointment as Statutory Auditors for the ensuing financial year.

Statutory Auditors'' Report

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self explanatory and do not call for any further comments.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s. SVJS & Associates were re-appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31^st March, 2016.

Secretarial Audit Report

A Secretarial Audit Report issued by the Secretarial Auditor in Form No. MR-3 is annexed with this Report as Annexure 4.The said report is self-explanatory and does not call for any comments. The Secretarial Auditors'' Report does not contain any qualification, reservation or adverse remark other than Disclosures related requirements in Directorâs Report in the Financial year 2014-15, which have been complied with in Financial year 2015-16.

3. Internal Audit & Controls

The Company appointed Mr. Mathew Joseph, Chartered Accountant, as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

4. Cost Auditors

In terms of the Cost Audit Order dated 31^st December, 2014 notified by the Ministry of Corporate Affairs which exempted certain industries from the purview of Cost Audit, your Company is not required to get the cost audit done for financial year 2015-16.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In 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 www.keralaayurveda.biz under âInvestorsâ Section. The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers any unethical and improper or malpractices and events which have taken place/ suspected to take place:

As per the policy all Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in exceptional cases.

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. 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.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company''s internal control systems are 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.

NSIC CRISIL RATING

Kerala Ayurveda Ltd has been awarded NSIC-CRISIL rating of SE 2A which is valid up to 24^th March, 2017.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CORPORATE SOCIAL RESPONSIBILITY

Your company always had a deep sense of responsibility towards the community. Company conducted medical camps and free medical checkups at various places. Diabetic Awareness campaigns were held to create awareness. Special Orientation training session conducted on Yoga Day to the public. Corporate Social Responsibility provisions of the Companies Act, 2013 are not applicable to the company.

DEPOSITS

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. A certificate from statutory auditors confirming the compliance of Corporate Governance is also attached to this report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company, comprises 4 (Four) Members, namely Mr. S . Krishnamurthy Chairman , Mr.M.C. Mohan, Mr.Kshiti Ranjan Das and Ms.Katarzyna Zimpel are the members of Audit Committee.

Majority of them being Independent Directors except Ms.Katarzyna Zimpel who is a Non-Independent Non-Executive Director. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your company and its businesses is given in the Management Discussion and Analysis, which forms part of this report.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT 9 as a part of this Annual Report as Annexure 5 is annexed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has provided following loans and guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013:

Name of the entity	Relation	Amt in Rupees Lakhs	Particulars of loans, guarantees and investments	Purpose for which the loan, guarantee and investment are proposed to be utilized
Nutraveda Inc., USA	100% subsidiary	1,159.80	Interest free Working Capital Loan given by KAL to subsidiary	To meet the working capital requirement
Ayurvedic Academy Inc., USA	100% subsidiary	1,162.26	Interest free Working Capital Loan given by KAL to subsidiary	To meet the working capital requirement
CMS-Katra Holdings LLC, USA	81.67% subsidiary	828.67	Interest free Working Capital Loan given by KAL to subsidiary	To meet the working capital requirement
Nutraveda PTE Ltd, Sngapore	100% subsidiary	0.44	Interest free Working Capital Loan given by KAL to subsidiary	To meet the working capital requirement

Current borrowings of the company are within the limits of Sec. 180(1) (c) of the Companies Act, 2013

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso is attached as Annexure 6 in Form AOC-2 that forms an integral part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as 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 had 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 had prepared the annual accounts on a going concern basis;

(e) 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as 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 7 and forms part of this Report

HUMAN RESOURCES

Your Company treats its âhuman resourcesâ 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 attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

RESEARCH AND DEVELOPMENT

The Research and Development (R&D) Center of KAL is well-equipped and is engaged in various Research activities spanning across all areas of Ayurvedic Research. During this year Ghritham conversion into Soft Gelatin Capsules and Kashayam into Kashayam Tablets were carried out successfully and are actively engaged in extending the range of existing products.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

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 2016-2017 to BSE.

ACKNOWLEDGEMETS

The Board places on record its appreciation for the continued patronage, support, co-operation extended to the Company by its shareholder, customers, bankers and all the Government and statutory agencies with whose help, cooperation and hard work the Company is able to achieve the results. Your directors would further like to record appreciation to the efforts of every employees for their valuable contribution to the Company.

By order of the Board of Directors

For Kerala Ayurveda Limited

Sd/-

Ramesh Vangal

Place: Bengaluru Chairman

Date :9^th August, 2016 (DIN 00064018)

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS

The Company's financial performance during the year 2014-15 as compared to the previous year 2013-14 is summarized below:

Particulars Standalone

2014-15 2013-14

Product Revenues 2399.72 2231.05

Service Revenues & Other Income 670.68 538.62

Gross Income 3070.40 2769.67

Less: VAT & Excise Duty 241.71 214.61

Net Income from Sales/Services 2832.37 2555.05

Profit before Interest, Depreciation & 329.54 285.72 Tax (EBITDA)

Profit /Loss before extraordinary items 157.44 127.90

Extraordinary Items Â 20.93

Profit Before Tax 157.44 148.83

Net Profit/(Loss) after Tax 110.58 102.82

Minority Interest in Profit Â Â

Net Consolidated Profit/(Loss) 110.58 102.82

Loss brought forward from previous year (906.36) (1009.17)

Loss Carried to the Balance Sheet 869.09 (906.36)

Particulars Consolidated

2014-15 2013-14

Product Revenues 2427.22 2251.39

Service Revenues & Other Income 1720.96 1448.87

Gross Income 4148.18 3700.26

Less: VAT & Excise Duty 241.71 214.62

Net Income from Sales/Services 3906.47 3485.64

Profit before Interest, Depreciation & 607.71 388.32 Tax (EBITDA)

Profit /Loss before extraordinary items 317.43 153.74

Extraordinary Items Â 20.93

Profit Before Tax 317.43 174.66

Net Profit/(Loss) after Tax 251.50 91.87

Minority Interest in Profit 15.94 17.47

Net Consolidated Profit/(Loss) 235.56 74.40

Loss brought forward from previous year (3291.90) (3366.30)

Loss Carried to the Balance Sheet (3056.34) (3291.90)

REVIEW OF OPERATIONS

During the financial year under review, the operational results ended with a Profit before Extraordinary items at Rs. 111 Lacs as against Rs. 82 Lacs in the previous year. The Net revenue of the company stands at Rs. 2832 Lacs as against Rs. 2555 Lacs in the previous financial year reporting an 11% growth. The consolidated net revenue including its subsidiaries for the year is Rs. 3906 Lacs against Rs. 3486 Lacs during previous year.

During the financial year under review, distribution of Ayurveda Formulation has shown a growth of 13%. Your company was able to improve the market share in Kerala and made a big progress outside Kerala.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Your company has seven subsidiaries including one step down subsidiary as on 31st March, 2015 and the details are as under:

SL Name Location % of holding

1 Ayurvedagram Heritage Wellness Centre Pvt. Ltd. India 74%

2 Ayu Natural Medicine Clinic, P.S. USA 100%

3 Ayurvedic Academy Inc. USA 100%

4 Nutraveda Inc. (Formerly known as Ayu Inc.) USA 100%

5 CMS Katra Holdings LLC USA 81.67%

6 CMS Katra Nursing LLC USA 100%*

7 Nutraveda Pte Ltd. Singapore 100%

* CMS Katra Holdings LLC holds 51% shareholding in CMS Katra Nursing LLC and Ayu Inc holds the balance 49% shareholding; hence it is a fully owned step down subsidiary of your company.

PERFORMANCE OF SUBSIDIARIES Indian Subsidiary

During the year under review, M/s. Ayurveda Gram Heritage Wellness Centre Pvt. Ltd. has achieved a turnover of Rs. 637 Lacs against a turnover of Rs. 564 Lacs in the previous financial year clocking a sound growth of 13%. The Net profit of the company, after providing for tax is Rs. 61 Lacs against Rs. 66 Lacs in the previous year.

Overseas Subsidiaries

The combined turnover of overseas subsidiaries was Rs. 530 Lacs as compared to Rs. 454 Lacs in the previous year. Kerala Ayurveda Academy under Ayurvedic Academy Inc is currently offering certified courses in the state of Washington and California and also offers a distant learning course across USA.

CONSOLIDATED FINANCIAL STATEMENTS

A report on performance and financial position of each of the subsidiaries, associates and joint venture companies is attached as Annexure 1. Accordingly, this annual report does not contain the reports and other statements, of the subsidiary companies. Any member intented to have a copy of Balance sheet and other financial statement of these Companies may write to Company Secretary. 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.

It shall also be made available on the website of the Company www.keralaayurveda.biz under the "Investors" section. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES DURING THE YEAR

During the financial year ended 31st March, 2015, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

DIVIDEND

In view of the accumulated losses of the past, your Directors are not in a position to recommend any dividend for the current year.

RESERVES

During the year the total reserves and surplus of the company has improved to Rs. 325 Lacs from Rs. 288 Lacs. Based on the Companies Act, 2013 Rs.73 Lacs of reserves was adjusted towards depreciation of the assets whose useful life as on 1st April, 2014 was nil. During the year company earned a net surplus of Rs. 110 Lacs.

MATERIAL CHANGES AND COMMITMENTS

With a view to broad base the reach of the company & to propagate Ayurveda, your company has revamped its website by adding useful articles, blogs, videos related to Ayurveda and companies products. Your company is providing access to people who are currently not served by our centers or our distribution network by providing Ecommerce option to pay online or by making offline payments at any of the ICICI bank branches across India and receive products at their doorsteps.

Company believes that this will help building knowledge, communication and will increase Purchase of Company' products. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2015.

BOARD OF DIRECTORS

Appointment / Reappointment / Resignation of Directors

Mr. A T Jacob, Director of the company retire by rotation at ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

During the year, Dr. K Rajagopalan, Mr. M C Mohan, Mr. Ronald George Pearce and Mr. S Krishnamurthy have been appointed as an Independent Directors for a term of 5 years. Dr. K Rajagopalan Independent Director of the company had passed away on 10th January, 2015. Dr. K Rajagopalan had contributed immensely for the growth of the company. The Board placed on record its appreciation for the valuable services rendered and the wholehearted support and advice given by him to the board during his tenure. Mr. M S Seetharaman was appointed as Additional Independent Director with effect from 10th February, 2015. He offers himself as Non Executive Independent Director in this Annual General Meeting.

Also, Mr. Arvind Agarwal has been appointed as Chief Financial Officer of the company with effect from 24th May 2014. Mr. K Raghunadan, Company Secretary has resigned from the post of Company Secretary on 10th February, 2015. Pursuant to his resignation, Ms. Anusha Rajeswaran was appointed as Company Secretary from 10th February, 2015.

MEETINGS OF THE BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which 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 listing agreement with the Bombay Stock Exchange.

During the financial year 2014-2015, the Board of Directors of the Company, met 5 (five) times on 24th May, 2014, 6th August 2014, 29th September, 2014, 14th November, 2014 and 10th February, 2015.

Further, a separate Meeting of the Independent Directors of the Company was also held on 14th November, 2014, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and clause 49 of the Listing Agreement were discussed.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under section 149 (6) of the Companies Act, 2013.

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as Annexure 2.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee.

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 (other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees. The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure 3 and forms part of this Report.

AUDITORS:

1. Statutory Auditors

M/s.Biju George & Co, Chartered Accountants, Vellaringattu Towers, Thodupuzha 685584 were appointed as Statutory Auditors of the company upto the conclusion of Annual General Meeting in 2019 subject to ratification at every Annual General Meetng. Company has received a letter, pursuant to Section 139 of the Companies Act, 2013, from M/s.Biju George & Co., Chartered Accountants, Vellaringattu Towers, Thodupuzha 685584 confirming consent and their eligibility for acting as Statutory Auditors of the Company, if the appointment is ratified at the ensuing Annual General Meeting. The Board also recommends their appointment as Statutory Auditors for the ensuing financial year.

Statutory Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s. SVJS & Associates were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2015.

Secretarial Audit Report

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure 4. There are few qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report and the company has taken steps to ensure that it complies in future and corrective action has been taken to rectify the observation made in the report.

3. Internal Audit & Controls

The Company appointed Mr.Mathew Joseph, Chartered Accountant, as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

4. Cost Auditors

In terms of the Cost Audit Order dated 31st December, 2014 notified by the Ministry of Corporate Affairs which exempted certain industries from the purview of Cost Audit, your Company is not required to get the cost audit done for financial year 2014-15. VIGIL MECHANISM :

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.keralaayurveda.biz under "Investors" Section.

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. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are 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.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

CORPORATE SOCIAL RESPONSIBILITY

Your company always had a deep sense of responsibility towards the community. Company conducted medical camps and free medical check ups at various places. Diabetic Awareness campaign was held on world Diabetic Awareness day to create awareness.

DEPOSITS

In terms of the provisions of Section 73 of the 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 pubic as on 31st March, 2015.

CORPORATE GOVERNANCE

Your company has complied with corporate governance norms as stipulated by Listing Agreement entered into with the Bombay Stock Exchange. A detailed report on Corporate Governance in line with requirements of the Companies Act, 2013 and clause 49 of the Listing Agreement entered into with stock exchange is attached to this report. A certificate from statutory auditors confirming the compliance of Corporate Governance is also attached to this report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company, comprises 4 (Four) Members, namely Mr. S Krishnamurthy, Mr. M C Mohan, Ms. Katarzyna Zimpel and Dr. K Rajagopalan, majority of them being Independent Directors except Ms. Katarzyna Zimpel who is a Non-Independent Non-Executive Director. Dr. K Rajagopalan expired on 10th January, 2015 and subsequently Mr. M S Seetharaman was appointed in his place. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your company and its businesses is given in the Management Discussion and Analysis, which forms part of this report.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure 5.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has provided following loans and guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013:

Name of the Amt in entity Relation Rupees Lacs

Nutraveda Inc., 100% USA subsidiary 1,105.25

Ayurvedic 100 Academy Inc., subsidiary 1,162.26 USA

CMS-Katra 81.67% Holdings LLC, subsidiary 828.67 USA

Nutraveda PTE 100% Ltd, Singapore subsidiary 0.44

Name of the Particulars of loans, Purpose for which the entity guarantees and loan, guarantee and investments investment are proposed to be utilised

Nutraveda Inc., Interest free Working To meet the working USA Capital Loan given by capital requirement KAL to subsidiary

Ayurvedic Interest free Working To meet the working Academy Inc., Capital Loan given capital requirement USA by KAL to subsidiary

CMS-Katra In terest free Working To meet the working Holdings LLC, Capital Loan given by capitalrequirement USA KAL to subsidiary

Nutraveda PTE Interest free Working To meet the working Ltd, Singapore Capital Loan given by capital requirement KAL to subsidiary

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso is attached as Annexure 6.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatÂ

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as 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 had 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 had prepared the annual accounts on a going concern basis;

(e) 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace (prevention, prohibition and redressal Act, 2013) and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as 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 7 and forms part of this Report.

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 attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Bombay Stock Exchange where the Company's Shares are listed.

ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued patronage, support, co-operation extended to the Company by its shareholder, customers, bankers and all the Government and statutory agencies with whose help, cooperation and hard work the Company is able to achieve the results. Your directors would further like to record appreciation to the efforts of every employees for their valuable contribution to the Company.

By order of the Board of Directors For Kerala Ayurveda Limited

Ramesh Vangal Place: Bengaluru Chairman Date :29th May, 2015 DIN 00064018

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report on the business & operations ol the company together with the Audited accounts for the financial year ended 31 st March. 2014.

FINANCIAL RESULTS

The Annual results of the company tor the financial year ended 31 st March. 2014 as compared with the previous years are summarized below:

(Rs. In Lacs)

Standalone

PARTICULARS 2013-14 2012-13

Product Revenues 2231.05 1858.11

Service Revenues & Other Income 538.62 551.37

Gross Income 2769.67 2409.48

Less: VAT & Excise Duty 214.61 160.93

Not Income from Salos/Services 2555.05 2248.55

Profit before Interest, Depreciation & Tax (EBITDA) 285.72 260.60

Profit/Loss before extraordinary items 127.90 116.07

Extraordinary Items 20.93 19.70

Profit Before Tax 148.83 135.77

Not ProfiV(Loss) after Tax 102.82 90.40

Minority Interest in Profit Â Â

Net Consolidated ProflV(Loss) 102.82 90.40

Loss brought forward from previous year 1009.17) (1099.58)

Loss Carried to the Balance Sheet (906.36) (1009.17)

Consolidated

PARTICULARS 2013-14 2012-13

Product Revenues 2251.39 1878.15

Service Revenues & Other Income 1448.87 1407.01

Gross Income 3700.26 3285.16

Less: VAT & Excise Duty 214.62 160.93

Not Income from Salos/Services 3485.64 3124.23

Profit before Interest, Depreciation & Tax (EBITDA) 388.32 304.20

Profit/Loss before extraordinary items 153.74 (3.27)

Extraordinary Items 20.93 19.69

Profit Before Tax 174.66 16.43

Not ProfiV(Loss) after Tax 91.87 (49.37)

Minority Interest in Profit 17.47 11.38

Net Consolidated ProflV(Loss) 74.40 (60.75)

Loss brought forward from previous year (3366.30) (3305.55)

Loss Carried to the Balance Sheet (3291.90) (3366.30)

PERFORMANCE ANALYSIS

During the financial year under review, the operational results ended with a Profit before Extraordinary items at Rs..128 Lacs as against Rs. .116 Lacs in the previous year. The total revenue of the company stands at Rs.2555 Lacs as against Rs. 2249 Lacs in the previous financial year. The consolidated revenue including its subsidiaries for the year is 7 3486 Lacs against Rs. 3124 Lacs during previous year.

DIVIDEND

In view of the accumulated losses in the past, your Directors are not in a position to recommend any dividend for the current year.

BUSINESS REVIEW

During the financial year under review, distribution of Ayurveda Formulation has shown a growth of 25%. Your company was ablo to increase the market share in Kerala and made a big progress outside Kerala also.

PERFORMANCE OF SUBSIDIARIES Indian Subsidiary

During Ihe year under review, M/s. Ayurvedagram Heritage Wellness Centre Pvt. Ltd. has achieved a turnover of 7.564 Lacs against a turnover of 7. 443 Lacs in the previous financial year clocking a sound growth of 27.31%. The Net profit of the company, after providing for tax has Increased to Rs. 66 Lacs from 7.44 Lacs in the previous year.

Overseas Subsidiaries

The combined turnover of overseas subsidiaries was 7 454 Lacs as compared to Rs. 492 Lacs in the previous year. Kerala Ayurveda Academy is currently offering certified courses in the state of Washington and California and also offer a distant learning course across USA.

CORPORATE SOCIAL RESPONSIBILITY

Your company always had a deep sense of responsibility towards the community. Company conducted medical camps and free medical check ups at various places. Diabetic Awareness campaign was held on world Diabetic Awareness day to create awareness

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Directors do hereby confirm that:

a) In Ihe preparation of the Annual Accounts for the year ended 31" March 2014, the applicable accounting standards had been followed along with proper explanations and there were no material departures.

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31r March 2014 and of the profit of the company for the year ended 31st March 2014.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The Annual accounts have been prepared on a going concern basis.

DEPOSITS

In terms of Ihe provisions of Section 73 of the 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 pubic as on 31st March 2014.

HUMAN RESOURCE MANAGEMENT/1NDUSTRIAL RELATIONS

Employee relations in the company continued to be positive though out the year. We are building a global company positioned and poised to reach out for ever greater achievements Our culture speaks of inclusiveness, empowerment, innovation and a thrust on continuous improvement.

ENERGY CONSERVATION. RESEARCH & DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescnbed under Section 134 of the Companies Act, 2013. read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the annexure to this report.

PARTICULARS OF EMPLOYEES

There are no employees coming under the purview of Sec 134 of the Companies Act 2013 read with the rules made there under.

CORPORATE GOVERNANCE

Your company has complied with corporate governance norms as stipulated by Listing Agreement entered Into with Stock Exchanges. A detailed report on Corporate Governance In line with requirements of Companies Act 2013 and clause 49 of the Listing Agreement is attached to this report. A certificate from statutory auditors confirming the compliance of Corporate Governance is also attached to this report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your company and Its businesses is

given in the Management Discussion and Analysis, which forms part of this report

DIRECTORS

Mr. Ramesh Vangal, Dr. K Rajagopalan, Mr. M C Mohan, Mr. Ronald George Pearce and Mr S Krishnamurthy, Directors of the company retire by rotation at ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared In accordance with the Accounting Standard AS-21 on consolidated financial statements read with Accounting Standard AS-23 on Accounting for Investments In Associates. These financial statements are based on the audited financial statements of the respective subsidiaries.

SUBSIDIARIES

Your company has seven subsidiaries including one step down subsidiary as on 31" March 2014 and the details are as under:

SL No Name Location % of holding

1 Ayurvodagram Herilago Wellness Centre Pvt. Ltd. Bangalore. India 74%

2 Ayu Natural Medicine Clinic. P.S. USA 100%

3 Ayurvedic Academy Inc. USA 100%

4 Ayu Inc. USA 100%

5 Nutraveda Pte Ltd. Singapore 100%

6 CMS Katra Holdings LLC USA 81.67%

7 CMS Katra Nursing LLC USA 100%*

* CMS Katra Holdings LLC holds 51% shareholding in CMS Katra Nursing LLC and Ayu Inc holds the balance 49% shareholding; hence it is a fully owned step down subsidiary of your company.

Summarized financial statement of all subsidiaries in accordance with said government approval, forms part of this annual report. Copy of annual accounts of the subsidiary companies and other related Information shall be made available to the members who seek such information, at any point of time. The annual accounts of subsidiary companies are kept at the registered office of the company and at the subsidiaries concerned, for Inspection of the members

AUDITORS

The term of Auditors, M/s. Maharaj Rajan & Mathew. Chartered Accountants. Kochi, expires at ensuing Annual General Meeting and they have expressed their inability to continue as Auditors of the company due to shortage of manpower. M/s. Blju George & Company. Chartered Accountants. Vellaringattu Towers. Thodupuzha-685584 has shown their willingness to be appointed as Statutory Auditors of the company. Company has received a letter, pursuant to Section 139 of the Companies Act. 2013, from M/s. Biju George & Company expressing their consent and eligibility for acting as Statutory Auditors of the Company. The Board recommends their appointment as Statutory Auditors for the ensuing Financial year.

ACKNOWLEDGMENTS

The Board of Directors place on record its gratitude to shareholders, customers, bankers and all Government and statutory agencies, which had extended unstinted support and co-operation to the company during the year. Your Directors would further like to record appreciation of the efforts of every employee for their valuable contribution to the company.

For and On behalf of the Board of Directors Kerala Ayurveda Ltd.

Place: Bangalore Ramesh Vangal Date : 24th May, 2014 Chairman

Mar 31, 2013

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the company together with the Audited accounts forthe financial year ended 31st March, 2013.

FINANCIAL RESULTS

The Annual results of the company for the financial year ended 31st March 2013 as compared with the previous years are summarized below:

(Rs. in Lacs)

standalone Consolidated

2012-13 2011-12 2012-13 2011-12

Gross Income 2409.48 2833.06 3285.16 3570.51

Less: VAT & Excise Duty 160.93 142.70 160.93 142.70

Net Income from Sales/ Services 2248.55 2690.36 3124.23 3427.81

Profit before Interest, Depreciation & Tax (EBITDA) 260.60 177.88 310.74 84.85

Profit/(Loss) before extraordinary items 116.07 13.77 (3.27) (190.35)

Extraordinary Items 19.69 - 19.69 -

Profit/(Loss) Before Tax 135.76 13.77 16.43 (190.35)

Net Profit/(Loss) after Tax 90.40 7.86 (49.37) (208.01)

Minority Interest in Profit - - 11.38 6.17

Net Consolidated Profit/(Loss)'' 90.40 141.20 (60.75) (214.19)

Loss brought forward from previous year (1099.58) (1107.44) (3305.55) (3091.36)

Loss Carried forward to the Balance Sheet (1009.17) (1099.58) (3366.30) (3305.55)

PERFORMANCE ANALYSIS

During the financial year under review, the operational results ended with a Profit before Extraordinary items at Rs. 116 Lacs as against Rs. 14 Lacs in the previous year, showing a marked improvement. The total revenue of the company stands at Rs. 2,249 Lacs as against Rs. 2,690 Lacs in the previous financial year. The consolidated revenues including its subsidiaries for the year stands at Rs. 3,124 Lacs against Rs. 3,428 Lacs during previous year.

DIVIDEND

In view of the accumulated losses in the past, your Directors are not in a position to recommend any dividend for the current year.

BUSINESS REVIEW

During the financial year under review, your company started a wellness resort by the side of river periyar at Aluva under the name "Kerala Ayurveda River Retreat" with a view to provide authentic ayurveda treatments in the natural and soothing environment of a river bank. Company also established a new Treatment center at Mangalore in order to improve the presence in Karnataka. During the year Aluva Hospital was awarded "Green Leaf" certification by the Kerala Tourism Department and also won award for "Innovative introductions in clinical practice" by AHMA (Ayurveda Hospital Managements Association).

Proprietary Ayurvedic formulations after being put through the rigors of modern scientific validation were shortlisted and patents have been filed to protect the significant intellectual property that we have built through our efforts and Clinical studies have been initiated with Banaras Hindu University on two promising compositions in the areas of Diabetes and Inflammation. We expect these studies to be successfully concluded during the current fiscal.

PERFORMANCE OF SUBSIDIARIES

Indian Subsidiary

During the year under review, M/s. AyurvedaGram Heritage Wellness Centre Pvt. Ltd. has achieved a turnover of Rs.443 Lacs against a turnover of Rs. 365 Lacs in the previous financial year clocking a growth of 21 %. The Net profit of the company, after providing for tax has increased to Rs. 44 Lacs from Rs. 24 Lacs in the previous year. Ayurvedagram has been awarded the "Dun & Bradstreet - Axis Bank Business Gaurav Awards 2012" as the best Micro Enterprise underthe Hospitality Sector.

Overseas Subsidiaries

The combined turnover of overseas subsidiaries was Rs. 492 Lacs as compared to Rs. 426 Lacs in the previous year. During the year a new Kerala Ayurveda Academy and Wellness Center was started at Fremont in California which is the most Pro-ayurveda state in USA. A state of art ayurveda teaching facility and treatment center has been established to propagate ayurveda in USA.

CORPORATE SOCIAL RESPONSIBILITY

Your company always have a deep sense of responsibility towards the community. Company conducted medical camps and free medical check ups at various places.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors do hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended 31s" March 2013, the applicable accounting standards had been followed along with proper explanations and there were no material departures.

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31sl March 2013 and of the profit of the company for the year ended 31s'' March 2013.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The Annual accounts have been prepared on a going concern basis.

DEPOSITS

In terms of the provisions of Section 58A of the Companies Act, 1956, 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 pubic as on 31s''March 2013. HUMAN RESOURCE MANAGEMENT/INDUSTRIAL RELATIONS

Employee relations in the company continued to be positive though out the year. We are building a global company positioned and poised to reach out for ever greater achievements. Our culture speaks of inclusiveness, empowerment, innovation and a thrust on continuous improvement.

ENERGY CONSERVATION, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (1) (e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the annexure to this report.

PARTICULARS OF EMPLOYEES

There are no employees coming under the purview of Sec 217(2A) of the Companies Act 1956 read with the rules made there under.

CORPORATE GOVERNANCE

Your company has complied with corporate governance norms as stipulated by Listing Agreement entered into with Stock Exchanges. A detailed report on Corporate Governance in line with requirements of clause 49 of the Listing Agreement and a certificate of statutory auditors confirming the compliance of Corporate Governance are attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your company and its businesses is given in the Management Discussion and Analysis, which forms part of this report.

DIRECTORS

Mr. A T Jacob, Mr. S. Krishnamurthy and Ms. Katherin Zimpel Vangal, Directors of the company retire by rotation at ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared in accordance with the Accounting Standard (AS-21) on consolidated financial statements read with Accounting Standard (AS-23) on Accounting for Investments in Associates. These financial statements are based on the audited financial statements of the respective subsidiaries.

SL No Name Location % of holding 1 Ayurvedagram Heritage Wellness Centre Pvt. Ltd. Bangalore, India 74%

2 Ayu Natural Medicine Clinic, P.S. USA 100%

3 Ayurvedic Academy Inc. USA 100%

4 Ayu Inc. USA 100%

5 Nutraveda Pte Ltd. Singapore 100%

6 CMS Katra Holdings LLC USA 81.67%

7 CMS Katra Nursing LLC USA 100%*

* CMS Katra Holdings LLC holds 51% shareholding in CMS Katra Nursing LLC and Ayu Inc holds the balance 49% shareholding; hence it is a fully owned step down subsidiary of your company.

The Annual Reports of the subsidiary companies are not annexed pursuant to the general exemption under sec. 212(8) of Companies Act, 1956, granted by the Central Government. However, summarized financial statement of all subsidiaries in accordance with said government approval, forms part of this annual report. Copy of annual accounts of the subsidiary companies and other related information shall be made available to the members who seek such information, at any point of time. The annual accounts of subsidiary companies are kept at the registered office of the company and at the subsidiaries concerned, for inspection of the members.

AUDITORS

The term of Auditors, M/s. Maharaj Rajan & Mathew, Chartered Accountants, Kochi, expires at ensuing Annual General Meeting and they are eligible for re-appointment. The Audit Committee has recommended their reappointment. The requisite certificate from Auditors, pursuant to Section 224(1 B) of the Companies Act, 1956 has been received. Your directors recommend their re-appointment for the ensuing financial year.

ACKNOWLEDGEMENTS

The Board of Directors place on record its gratitude to shareholders, customers, bankers and all Government and statutory agencies, which had extended unstinted support and co-operation to the company during the year. Your Directors would further like to record appreciation of the efforts of every employee for their valuable contribution to the company.

For and On behalf of the Board of Directors

Kerala Ayurveda Ltd.

Place : Bangalore Ramesh Vangal

Date : 29th May, 2013 Chairman

Mar 31, 2011

The Directors have pleasure in presenting the 19th Annual Report on the business and operations of the company together with the Audited accounts for the financial year ended 31th March, 2011.

FINANCIAL RESULTS

The Annual results of the company for the financial year ended 31st March 2011 as compared with the previous years are summarized below;

(Rs in Laks)

GROSS INCOME Standalone Consolidated

2010-11 2009-10 2010-11 2009-10

Gross Income 2068.49 2106.35 2705.66 3364.69

Loss: VAT & Excise Duty 96.73 81.06 96.73 81.05

Net Income from Sales/ Services 1971.76 2025.30 2609.13 3283.84

Other Operational Ionone 22.17 23.16 44.57 46.13

TOTAL Income 1983.93 2048.46 2653.70 3329.97

Profit before Interest, Depredation 4 Tax (EBITDA) 59.81 83.67 (121.02) 90.32

Other Income 1.40 1.07 1.40 1.07

Finance Charges 74.69 148.58 115.81 232.60

Depreciation & Amortisation 221.63 255.04 330.40 367.60

Profit/(Loss) before exceptional items (235.11 ) (31B.98) (565.83) (508.81)

Exceptional Items 435.16 103 33 435.16 103 33

Profit/ (Loss) Before Tax 200.05 (215.65) 111.37 (405.46)

Provision for Deferred Tax Asset 58.85 52.46 (130.67) 32 28

Provision for MAT 0 0 0.19 (3.61)

Not Profit(Loss) 141.20 (163 19) (193.93) (369 59)

Minority Interest In Profit 2.37 10.80

Net Consolidated Profit/(Loss) 141.20 (163.19) (196.30) (380.38)

Balance brought forward from previous year (1248.64) (1065.44) (2965.71) (2630.36)

For ex Fluctuations (29.34) 145.02

Appropriations NIL NIL NIL NIL

Balance Carried to The Balance Sheet (1107.44) (1248.63) (3091.36) (2865.71)

PERFORMANCE ANALYSIS

During the financial year under review, the total revenue of the company decreased marginally to Rs 1994 Lacs from Rs 2048 Lacs in the corresponding previous financial year. The total revenue including its subsidiaries on a consolidated basis for the year is Rs 2654 Lacs against Rs 3330 Lacs, and the drop is mainly on account of restructuring of operations of KAL US entities m order to slam the losses

The operational results for the financial year ended with a net profit of Rs. 141.20 Lacs as against a net loss of Rs.163.19 Lacs in the previous year, with a marked Improvement in EBITDA.

DIVIDEND

In view of the accumulated losses in the past, your Directors are not in a position to recommend any dividend for the current year.

BUSINESS REVIEW

your company entered into a Memorandum of Understanding with Tata Global Beverages Limited, with the intention of exploring the formation of a joint venture tor focusing on development of a range of Beverages and Food Products based on proven Ayurvedic recipes, actives and formulations for the Global market where there is worldwide recognition of the benefits of Ayurveda for good health and wellness.

Your company entered into a memorandum of Understanding with Banaras Hindu University (BHU), a reputed university. Under the proposed arrangement, faculty of Ayurveda, Institute of Medical Sciences, BHU will collaborate with KAL to undertake research and development in areas like geriatric care, cancer, anaemia, metabolic diseases, Including diabetes and epidemic prevention under a PPP model.

During the year. In order to channelize funds as required for the business, the company has disposed of certain idle and non-productive assets located at Poolani, Kerala and Thatly and also the rights of part of the software projects.

The above steps taken by the company are expected to Improve the growth of the company in future years.

your company has launched new products like Gtymln Drink, K M Lepam, Liposem Arlshtam and received manufacturing licenses for 14 new PRD Products from the Drug Control Authority, Modem packaging was adopted for a few of the products with an aim to Improve product visibility and retain medicine potency.

In order to enhace the research skills of Phd students, your company invited thesis paper from Phd students across India and evaluated the same with eminent panel of Ayurveda exports and awarded the Best Thesis award Gaveshak Ratna' to the student and Acharya Ratna" to the guide, along with cash prize of Rs. 2,00,000 and Rs. 50,000 respectively. Your company had actively participated In the 4th World Ayurveda Congress held at Bangalore as one of the sponsors and had a stall at the event to exhibit the range of products and services offered by your company which was wed received by the public. Papers were also presented during the congress by our research scholars.

PERFORMANCE OFSUBSIDIARIES

Indian Subsidiary

During the year under review, M/s. Ayurveda GrBm Heritage Wellness Centre Pvt. Ltd has achieved a turnover of Rs. 345 Lacs against a turnover of Rs 365 Lacs in the previous financial year. The Net profit of the company, after providing for tax has decreased to Rs,9.13 Lacs from 7.33.17 I In the previous year, mainly due to increased costs. Ayurvedagram has won the prestigious Frost & Sullivian award "Integrated Wellness Service Provider Company for the year2010 as a recognition for our commitment to wellness.

overseas Subsidiaries

The combined turnover of overseas subsidiaries was Rs 382.38 Lacs as compared to Rs 964.85 Lacs In the previous year Operations of the US Ayu subsidiaries namely Ayurvedic Academy Inc, Ayu Natural Medicine Clinic PS and Ayu inc. have stabilized after restructuring and has led to reduction in losses considerably Web presence of Kerala ayurveda academy in USA has tremendously grown due to Initiatives taken to build likeminded community on the web around Face book and Twitter. The company has Integrated Model e-tearing platform with our website And thereby Improved the reach and scalability of the academy

The nursing business under CMS Katra Nursing LLC continues to be Impacted due to visa retrogression and consequently nurse domestic staffing business remained temporarily suspended.

CORPORATE SOCIAL RESPONSIBILITY

"four company always had a deep sense of responsibility towards the community. Company conducted medical camps and free medical check ups at various places.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217(2 AA) of the Companies Act, 1958. the Directors do hereby confirm that

a) In the preparation of the Annual Accounts for the year ended 31 * March 2011, the applicable accounting standards had been followed along with proper explanations and there were no malarial departures.

b) The Directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2011 and of the profit or loss of the company for the year ended 31st March 2011.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and tor preventing and defecting fraud and other irregularities.

d) The Annual accounts have been prepared on a going concern basis

DEPOSITS

In terms of the provisions of Sec.SSA, 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 pubic as on 31* March 2011.

HUMAN RESOURCE MANAGEMENT/INDUSTRIAL RELATIONS

KAL continued Its effort to strengthen the human resource system, realizing the fact that human resource is the Key facto* of future growth strategy. Company focuses to upgrade skills of human resources and boost their motivation levels so as to achieve organization excellence and to enhance their contributions to meet company's goals. We remain dedicated to maintain a workplace that respect and values people from diverse backgrounds and facilitates all employees to do their very best. During the year your company concluded 3 yea; long term wage settlement with its employees.

ENERGY CONSERVATION, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (1) (e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. are set out in the annexure to the report*

PARTICULARS OF EMPLOYEES

There am no employees coming under the purview of Sec 217(2A) of the Companies Act 1956 read with the rules made there under.

CORPORATE GOVERNANCE

Your company has complied with corporate governance norms as stipulated by Listing Agreement entered Into with Stock Exchanges. A detailed report on Corporate Governance In line with requirements of clause 49 of the Listing Agreement and a certificate of statutory auditors confirming the compliance of Corporate Governance are attached to this report*

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your company and Its businesses Is given m the Management Discussion and Analysis, which forms part of this report

DIRECTORS

Mr. A T Jacob, Mr. S Krishnamurthy and Mr. M C Mohan, Directors of the company retire by rotation at ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared in accordance will the Accounting Standard AS-21 on consolidated financial statements read with Accounting Standard AS 23 on Accounting tor Investments in Associates These financial statements are based on the audited financial statements of the respective subsidiaries.

SUBSIDIARIES Your company has seven subsidiaries including one step down subsidiary as on 31* March 2011 and the details of which are as under:

SL No Name Location % of holding

1 Ayurvedagram Heritage Wellness Central Pvt. Ltd. Bangalore, India 74%

2 Ayu Natural Med-dne Clinic,P.S USA 100%

3 Ayurvedic Academy Inc. USA 100%

4 Ayu Inc. USA 100%

5 Nutraveda Pte Ltd. Singapore 100%

6 CMS Katrn Holdings LLC USA 81.67%

7 CMS Katra Nursing LLC USA 51%*

* CMS Katra Holdings LLC holds 51 % shareholding in CMS Katra Nursing LLC, hence it is a step down subsidiary of your company.

The company through Its WOS. Ayu Inc has entered into an agreement will Jo Management LLC to acquire 48% stake in CMS Katra Nursing LLC and the same is expected to be completed in the current financial year The Annual Reports of the subsidiary companies are not annexed pursuant to the general exemption under sec. 212(8) of Companies Act, 1956, granted by the Central Government However, summarized financial statement of all subsidiaries In accordance with said government approval, forms pan of this annual report Copy of annual accounts of the subsidiary companies and other related Information shall be made available to the members who seek such Information, at any point of time. The annual accounts of subsidiary companies are kept at the registered office of the company and at the subsidiaries concerned, tor Inspection of the members.

AUDITORS

The term of Auditors, M/s. Maharaj Rajan & Mathew, Chartered Accountants, Kochi, expires at ensuing Annual General Meeting and they are edge for re-appointment The Audit Committee has recommended their reappointment. The requisite certificate from Auditor, pursuant to Section 224(1B) of the Companies Act 1956 has been received. Your directors recommend their re-appointment for the ensuing financial year.

ACKNOWLEDGEMENTS

The Board of Directors place on record its gratitude to shareholders, customers bankers and all governmental and statutory agencies, which had extended unstinted support and co-operation to the company during t he year your Directors would further like to record appreciation of the efforts of every employee for their valuable contribution to the company.

On behalf of the Board of Directors

Place: Bangalore

Data : 12/06/2011 Ramesh Vangai

Chairman

Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report on the business and operations of the company together with the Audited accounts for the financial year ended March 31, 2010.

FINANCIAL RESULTS

The Annual results of the company for the financial year ended 31st March 2010 as compared with the previous years are summarized below:

(Rupees in Lacs)

Particulars Standalone Consolidated 2009-10 2008-09 2009-10 2008-09

Gross Income 2106.35 1,898.83 3364.89 4552.06

Less: VAT & Excise Duty 81.05 100.36 81.05 100.36

Net Income from Sales/Services 2025.30 1798.47 3283.84 4451.70

Other Operational Income 23.16 30.00 46.13 46.02

TOTAL Income 2048.46 1828.47 3329.97 4497.72

Profit before Interest, Depreciation & Tax (EBITDA) 83.57 (172.95) 90.32 (754.27)

Other Income 1.07 0.79 1.07 0.79

Finance Charges 148.58 210.69 232.60 356.37

Depreciation & Amortisation 255.04 261.69 367.60 374.87

Profit/(Loss) before exceptional items (318.98) (644.54) (508.81) (1484.72)

Exceptional Items 103.33 140.55 103.33 169.06

Profit/Loss Before Tax (215.65) (503.99) (405.48) (1315.66)

Provision for Deferred Tax Asset 52.46 115.07 32.28 111.38

Provision for FBT & MAT 0 (5.74) 3.61 (8.22)

Net Profit/(Loss) (163.19) (394.66) (369.58) (1212.50)

Minority Interest in Profit 10.80 1.64

Net Consolidated Profit/(Loss) (163.19) (394.66) (380.38) (1214.14)

Balance brought forward from previous year (1085.44) (690.78) (2630.35) (1266.36)

Forex Fluctuations 145.02 (149.85)

Appropriations NIL NIL NIL NIL

Balance Carried to the Balance Sheet (1248.64) (1085.44) (2865.71) (2630.35)

PERFORMANCE ANALYSS

During the financial year under review, the total revenue of the company increased to Rs. 2048 Lacs from Rs. 1828 Lacs in the corresponding previous financial year, registering a growth rate of 12%. The total revenue including its subsidiaries on a consolidated basis for the year is Rs. 3330 Lacs againstRs. 4498, and the drop is mainly on account of restructuring of operations of KAL US entities in order to stem the losses.

The operational results for the financial year ended with a net loss of Rs. 163.19 lacs as against a net loss of Rs. 394.66 lacs in the previous year, with a marked improvement in EBITDA. The results on standalone basis and consolidated basis have become EBITDA positive during the year. EBITDA on standalone basis registered an improvement of Rs. 257 lacs as compared to previous year, which in the current year stands at Rs. 84 lacs profit and on consolidated basis registered improvement of f 844.59 Lacs as compared to previous year and now stands at Rs. 90 lacs profit.

DIVIDEND

In the absence of profits for the period under review, your Directors are not in a position to recommend any dividend to the members of the company.

BUSINESS REVIEW

The financial year under review was a remarkable year for your company in terms of business development as it has opened new franchise wellness centers at Goa, Bangalore (R T Nagar) & Jammu and restructured its business model by creating partnership with Doctors in India and USA.

Your Company has also rationalized organization system to improve productivity and reduce the overheads and these efforts contributed significant reduction of 24% in overheads during the year.

The companys non-productive assets located at Poolani, Kerala and Puttaparthy were disposed off in order to channelise the funds required for the business and the term loans were fully repaid during the year and thus substantial savings in interest cost was achieved.

Your Company has invested behind establishing purity of the ingredient supply chain, which ensures standardization, product integrity and consistency. KAL has invested during the year aggressively on research, aimed at establishing scientific validation for proprietary Ayurvedic formulations and plan to continue the investments on research in FY 2010-11. The research consultancy income has improved from Rs. 122 lacs to Rs. 458 lacs, showing an increase of Rs. 336 lacs.

PERFORMANCE OF SUBSIDIARIES Indian Subsidiary

During the year under review, M/s. AyurvedaGram Heritage Wellness Centre Pvt. Ltd. has achieved a turnover of Rs. 366 Lacs against a turnover of Rs. 345 Lacs in the previous financial year. The Net profit of the company, after providing for tax has increased substantially to Rs. 46.27 Lacs from Rs. 6.30 Lacs in the previous year, mainly due to cost control measures, despite the global meltdown and travel advisory warnings issued by western countries including USA.

Overseas Subsidiaries

The combined turnover of overseas subsidiaries was Rs. 984.85 Lacs as compared to Rs. 2426.67 Lacs in the previous year, registering a downslide of 59% during the year. Operations of the US Ayu subsidiaries namely Ayurvedic Academy Inc, Ayu Natural Medicine Clinic PS and Ayu Inc, have stabilized after restructuring and has shown improvement by reducing the losses considerably. The nursing business under CMS Katra Nursing LLC was severely impacted due to visa retrogression and consequently nurse domestic staffing business was temporarily suspended since unviable.

CORPORATE SOCIAL RESPONSIBILITY

Your company always had a deep sense of responsibility towards the community. A summary of some of the programs conducted by the company during the year is given under:

- Conducted free Ayurveda Health Check-up Camps in Kerala at Eloor, Nedumbassery and Palarivattom.

- Free medicines supplied to Old Age Home and other charitable institutions in Kerala.

- Company in participation with Union of Residents Association of Aluva propagated the concept of AYURAROGYAM to general public at Aluva.

- Conducted free Medical campaigns at Aluva on Climate Disease Management and Swine Flu Awareness.

- Conducted diabetic camp at our Aluva Hospital and conducted medical camps in association with DYFI at Chendamangalam and with KCYM at Njarackal.

- Free Yoga Training sessions conducted at Nedumbassery and Kakkanad.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors do hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended 31st March 2010, the applicable accounting standards had been followed along with proper explanations and there were no material departures.

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2010 and of the profit or loss of the company for the year ended 31st March 2010.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The Annual accounts have been prepared on a going concern basis.

DEPOSITS

In terms of the provisions of Sec.58A, the company has not accepted any deposits from the public during the financial year under review.

HUMAN RESOURCE MANAGEMENT/INDUSTRIAL RELATIONS

Your company had always been committed to maintain healthy, cordial and harmonious industrial relations at all levels. The work environment of the company is constantly being upgraded and training has been conducted for employees, focusing on individual growth. Labor relations continued to be cordial throughout the year and industrial relations were excellent and harmonious.

ENERGY CONSERVATION, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (1) (e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the annexure to this report.

PARTICULARS OF EMPLOYEES

The particulars of employees as stipulated under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are set out in the annexure to this report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your company has complied with corporate governance norms as stipulated under Listing Agreement entered with Stock Exchanges. A detailed report on Corporate Governance in line with requirements of clause 49 of the Listing Agreement and also the Management Discussion and Analysis report are attached to this report. A certificate from statutory auditors confirming the compliance of governance is attached to corporate governance report.

DIRECTORS

Mr. Ronald George Pearce, Dr. K Rajagopalan and Ms. Katharin Zimpel Vangal, Directors of the company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Tarun N Sheth, Independent Director, vacated the office on 18/07/2010 due to his demise. He has contributed immensely for the growth of the company. The Board places on record its appreciation for the valuable services rendered by him and for the wholehearted support & advice given to the company during his tenure.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared in accordance with the Accounting Standard AS-21 on consolidated financial statements read with Accounting Standard AS-23 Accounting for Investments in Associates. These financial statements are based on the audited financial statements of the respective subsidiaries.

SUBSIDIARIES

Your company has seven subsidiaries including one step down subsidiary as on 31s March 2010 and the details of which are as under:

SL No Name Location % of holding

1 Ayurvedagram Heritage Wellness Centre Pvt. Ltd. Bangalore, India 74%

2 Ayu Natural Medicine Clinic, PS USA 100%

3 Ayurvedic Academy Inc. USA 100%

4 Ayu Inc. USA 100%

5 Nutraveda Pte Ltd. Sngapore 100%

6 CMS Katra Holdings LLC USA 81.67%

7 CMS Katra Nursing LLC* USA 51%

* CMS Katra Holdings LLC holds 51% shareholding in CMS Katra Nursing LLC, hence it is a step down subsidiary of your company.

The Annual Reports of the subsidiary companies are not annexed pursuant to the exemption order under sec. 212(8) of Companies Act, 1956, granted by the Central Government. However, summarized financial statement of all subsidiaries in accordance with said Government approval, forms part of this annual report. Copy of annual accounts of the subsidiary companies and other related information shall be made available to the members who seek such information, at any point of time. The annual accounts of subsidiary companies are kept at the registered office of the company and at the subsidiaries concerned, for inspection of the members.

AUDITORS

The term of Auditors, M/s. Maharaj Rajan & Mathew, Chartered Accountants, Cochin, expires at the end of the ensuing Annual General Meeting and they are eligible for re-appointment. The audit committee has recommended their reappointment and annual audit fees. The requisite certificate from Auditors, pursuant to Section 224(1B) of the Companies Act, 1956 has been received.

ACKNOWLEDGEMENTS

The Board of Directors places on record its gratitude to shareholders, customers, bankers and all governmental and statutory agencies, which had extended unstinted support and co-operation to the company during the year. Your Directors would further like to record appreciation of the efforts of every employee for their valuable contribution to the company.

For and on behalf of the Board of Directors

Place: Bangalore

Date : 21/08/2010 Ramesh Vangal

Chairman

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Directors Report of Kerala Ayurveda Ltd.

1. FINANCIAL RESULTS

3. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

4. HIGHLIGHTS ON PERFORMANCE OF SUBSIDIARIES> Indian Subsidiary

y Overseas Subsidiaries

6. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIESDURING THE YEAR

7. DIVIDEND

8. RESERV ES

9. CHANGE IN THE NATURE OF BUSINESS. IF ANY

10. DIRECTORS & KEY MANAGERIAL PERSONS;

Appointment / Reappointment / Resignation of Dlrectors/Retirement of DirectorsAppointmcnt/Rcnppointmcnt of Directors

11. NUMBER QFMEETI.NGS OF THE BOARD OF DIRECTORS AND COMMITTEECONDUCTED DURING THE Y EAR UNDER REVIEW:

12. DECLARATION BY INDEPENDENT DIRECTOR(S)

13. FAMILIARIZATION PROGRAMME ()l INDEPENDENT DIRECTORS

17. DISCLOSURE ON MANAGING DIRECTOR AND KKV MANAGERIALPERSONNELS RECEIVING REMUNERATION AND COMMISSION FROMHOLDING COMPANY OR SUBSIDIARY COMPANY:

18. PARTICULARS OF AUDITORS:

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

20. RISK MANAGEMENT POLICY

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS:

22. CORPORATE SOCIAL RESPONSIBILITY:

23. DEPOSITS:

24. DETAILS OF AMOUNT RECEIVED FROM A DIRECTOR OFTHE COMPANY ORA RELATIVE OF THE DIRECTOR

25. CORPORATE GOVERNANCE:

26. AUDIT COMMITTEE

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

28. EXTRACT OF ANNUAL RETURN

29. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDERSECTION 186

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIES:

31. EMPLOYEE STOCK OPTIONS PLANS (ESOP):

32. DIRECTORS'' RESPONSIBILITY STATEMENT

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

34. COMPLIANCE WITH MATERNITY BENEFITS ACT. 1961

35. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:Number of Employees as on 31.03.2025:

36. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGOES

37. HUMAN RESOURCES

38. RESEARCH AND DEVELOPMENT

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTIONFUND

40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSKCCOUNT/UNCLAIMEDSUSPENSE ACCOUNT

34. COMPLIANCE WITH MATERNITY BENEFITS ACT. 1961

35. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:Number of Employees as on 31.03.2025:

36. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGOES

37. HUMAN RESOURCES

38. RESEARCH AND DEVELOPMENT

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTIONFUND

40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSKCCOUN T/UNCLAIMEDSUSPENSE ACCOUNT

48. ACKNOWLEDGMENTS

19. RISK MANAGEMENT POLICY

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

21. CORPORATE SOCIAL RESPONSIBILITY:

22. DEPOSITS:

23. CORPORATE GOVERNANCE:

24. AUDIT COMMITTEE

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

26. EXTRACT OF ANNUAL RETURN

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

29. DIRECTORSâ RESPONSIBILITY STATEMENT

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

32. HUMAN RESOURCES

33. RESEARCH AND DEVELOPMENT

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

35. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

36. LISTING WITH STOCK EXCHANGES

37. COMPLIANCE WITH SECRETARIAL STANDARDS

38. INSOLVENCY AND BANKRUPTCY CODE, 2016:

39. SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS:

42. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING ON THE COMPANY

ACKNOWLEDGMENTS

FINANCIAL RESULTS

^VJL^^^QPLRATlOfJS

SUBSIDIARY COMPANIES AN0 COftSOLlUATLO FINANCIAL STATLMLN fS

HIGHLIGHTS ON PLRFORMANCL Oh SUtiSltJI ARILS Endian Subsidiary

d) CMS Kama Holdings LLC, USA

0 Nutcavedo Pie Ltd

CONSOtJDATCP FINANCIAL SI ATE ME NTS

COMPANIES WHIGH HAVE BECOME OR CEASED. TO BE ITS SUBSIDIARIES DU RING THE YEAR

RESERVES

NOMINATION AMD REMUNERATION POLICY OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND OTHERLMPLOTLLS

PARTICULARS OF AUDITORS:

4. HIGHLIGHTS ON PERFORMANCE OF SUBSIDIARIES
> Indian Subsidiary

6. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES
DURING THE YEAR

Appointment / Reappointment / Resignation of Dlrectors/Retirement of Directors
Appointmcnt/Rcnppointmcnt of Directors

11. NUMBER QFMEETI.NGS OF THE BOARD OF DIRECTORS AND COMMITTEE
CONDUCTED DURING THE Y EAR UNDER REVIEW:

17. DISCLOSURE ON MANAGING DIRECTOR AND KKV MANAGERIAL
PERSONNELS RECEIVING REMUNERATION AND COMMISSION FROM
HOLDING COMPANY OR SUBSIDIARY COMPANY:

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS:

24. DETAILS OF AMOUNT RECEIVED FROM A DIRECTOR OFTHE COMPANY OR
A RELATIVE OF THE DIRECTOR

29. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER
SECTION 186

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

35. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:
Number of Employees as on 31.03.2025:

36. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGOES

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND

40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSKCCOUNT/UNCLAIMED
SUSPENSE ACCOUNT

35. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:
Number of Employees as on 31.03.2025:

36. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGOES

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND

40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSKCCOUN T/UNCLAIMED
SUSPENSE ACCOUNT

29. DIRECTORSâ RESPONSIBILITY STATEMENT