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)

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^st March. 2024 and the details are as under:

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

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.

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 “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 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 Director’s 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. 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-

Further, separate meeting of Independent Directors of the Company was held on 14^th February, 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 (“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 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

As required under Section 178(1) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has approved a policy on directors' appointment and remuneration including criteria 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 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 ‘Investor Section’

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 (“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, 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 Auditors’ Report have the following observations.

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 ‘Investor Section’

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 ‘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.

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 ‘Investor Section’

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 (“Suit”) was filed by Mr. Ramesh Vangal and heard before the Hon’ble 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. 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:

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 “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’s 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 “Meetings of the Board of Directors and General Meetings” 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 DIRECTORS’ 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)

1

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 Shareholders’ Agreement.