Your directors are pleased to present the Thirty Ninth Annual Report of the Company together with the Audited Accounts for the financial year ended March 31, 2025.

f INANCIAL RESULTS

(Rs.in Crores)

Proposed dividend on equity shares has not been recognized as a distribution of profit in the current year's accounts in accordance with the Indian Accounting Standard.

Total income increased by 4.07% to Rs.536.50 crores in 2024-25 from Rs.515.50 crores. The Profit after Tax for the year 2024-25 is Rs.38.07 crores (previous year 2023-24 Rs. 46.37 crores), showing a decrease of 17.91%. With Fixed Assets of Rs.71.14 crores (previous year 2024-25 Rs.80.41 crores), our Fixed Asset Turnover ratio is healthy at 7.30 % with Return on Sales stood at 11.13%.

Pursuant to Regulation 43A of Listing Regulations, the Board adopted a Dividend Distribution Policy, which had been placed on the website of the Company and can be accessed at the link: https://www.avtnatural.com/policies/

Your Directors are pleased to recommend a final dividend of Re0.40 per share (40%) with face value of Re.1/- each on Equity Share Capital, for the year ended 31.03.2025, amounting to Rs.609.14 Lakhs. During the year, the Board declared an Interim Dividend of Re.0.30 per share (30%) with face value of Re.1/- each, amounting to Rs.456.85 Lakhs. The aggregate of dividend declared during the year was Re.1/-per share (70%) with face value of Re.1/- each amounting to Rs.1065.99 Lakhs.

Your directors are pleased to transfer a sum of Rs.20 Crs. for the year 2024-25 (previous year Rs.25 Crs.) to the General Reserve.

Cash and bank balances as at 31st March 2025 was Rs.530.07 lakhs (previous year Rs.955.42 lakhs). The Company continues to focus on the judicious management of its working capital, receivables, inventories and other financial parameters and which were kept under strict check through continuous monitoring.

The outstanding term loan from Federal Bank Limited as on 31st March 2025 is Rs.4.95 crore, which is given in the note No.16 to the financial statements.

The windmill of the Company located at Kokkampalayam village, Dharapuram Taluk, Erode District, Tamil Nadu generated 8,30,356 units of electricity in the year 2024-25 against 8,49,811 units generated in 2023-24. The Company utilised the 7,68,111 units, generated as captive consumption during 2024-25 for its Sathyamangalam factory.

The Board of Directors met five year. The details of the Board meeting are given in the

Corporate Governance report. The intervening gap between the meetings were within the period stipulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee of the Company met four times during the current financial year. The details of the Audit Committee meetings are given in the Corporate Governance report. The intervening gap between the meetings were within the period stipulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013 and Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, except the ‘Corporate Guarantee' given on behalf of its wholly owned subsidiary companies viz., AVT Natural Europe Limited, London and to AVT Natural S.A. DE C.V., Mexico, which is given in the note No.37 to the financial statements.

The details of investments made by the Company are given in the note No.7 to the financial statements.

The Company Shares are continued to be listed in both BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid listing fees up to 31st March 2025 to both the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

The approval by the Department of Scientificand Industrial Research (DSIR), New Delhi for the Company's R&D facilities situated at South Vazhakulam, Aluva, Kerala and the Manchenahaili Village, Kasabe Hobari, Bangalore are valid upto 31.03.2025. The company has already applied for renewal with DSIR. The approval is pending till now.

There are no material changes or events that have occurred since the date of the Balance Sheet which could have any effect on the financial position of the Company

During the year, Directors Mr.M.A Alagappan (w.e.f. 24.07.2024) and Mr. P Shankar (w.e.f. 24.07.2024) were retired from the Directorship due to completion of their second term of five years as Independent Directors.

Mr.Habib Hussain, Director who was liable to retire by rotation during the 38th AGM held on August 09, 2024, doesn't offer himself for re-appointment.

Mr.M.M.Venkatachalam and Mr.Ranganath N Krishna were inducted into the Board as Independent Directors with effect from July 25, 2024. Mr.Rahul Thomas was inducted into the Board as Non-Executive Non-

Independent Director with effect from June 12, 2024.

As on March 31, 2025, the Company has seven Non-Executive Directors out of which four are Independent Directors.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr.Ajit Thomas, Director retires by rotation at the 39th Annual General Meeting and being eligible, offer himself for re-appointment.

A resolution seeking shareholders' approval along with other required details forms part of the Notice.

The Company has received necessary declarations from all the four Independent Directors of the Company under Section 149 of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 of the Companies Act, 2013 and Regulation 25(8) of the SEBI (LODR) Regulations 2015.

As on March 31, 2025, the following were Key Managerial Personnel ("KMP") of the Company as per Sections 2(51) and 203 of the Act.

Mr. B Krishna Kumar, President & COO Manager (Upto 31.03.2025)

Mr. A. Ramadas, Sr. Vice President and CFO

Mr. Sharon Josh, Company Secretary (Upto 21.07.2024)

Mr. P Mahadevan, Company Secretary & Compliance Officer (from 12.11.2024)

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

AVT Natural SA DE C.V, Mexico has been established with an aim to capture market for the Animal Nutritional products in South American market and other markets.

The paid-up capital of the Company as on 31st March 2025 is Mexican Peso (Mxn) 0.54 million and there is no change therein since then. AVTN is the marketing arm of your Company for the animal nutrition products. The AVTN recorded sales of Rs.11.93 crores and Loss of Rs.1.85 crores, for the year 2024-25

The paid up capital of the Company as on 31st March 2025 is Pound Sterling (GBP) 1.535 million and there is no change therein since then. AVTNEL is the marketing arm of your Company for de-caffeinated tea and instant tea. The AVTNEL recorded sales of Rs.122.18 crores (previous year Rs.108.62 crores) and profit of Rs.2.58 crores (previous year Rs.3.85 crores) for the year 2024-25.

A wholly owned subsidiary was incorporated by the company on 28th March 2023 in Dubai for marketing the Animal nutrition products, food additives, cosmetic and nutraceutical ingredients with a paid up capital of AED 22,30,000. The AVT Natural FzCO recorded sales of Rs.37.95 crores and profit of Rs.4.29 crores for the year 2024-25

AVT Natural Europe Limited, London has one wholly owned subsidiary AVT Natural North America Inc

The paid up capital of the Company as on 31st March 2025 is USD 60,000 and there is no change therein since. During the year, the company recorded sales of Rs.11.81 crores and profit of Rs.0.81 crores for the year 2024-25.

Pursuant to Section 136 of the Companies Act, 2013, a copy of the audited financial statements of AVT Natural Europe Ltd., AVT Natural S.A. DE C.V. and AVT Natural FzCO for the period ended 31.03.2025, shall be provided to any shareholder, free of cost on their request. The Audited financial statements are also available on the website of the Company.

The Consolidated financial statements, audited by the statutory auditors of the Company, have been attached to this Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of AVTN, AVTNE & its step-down subsidiary and AVTFzCO in the prescribed Form AOC-1 is provided in the Page No. 147 of Annual report.

The Company does not have any Joint Ventures / Associate Companies

The Company has a Policy for determining Material Subsidiary, which is hosted on the Company website under the link www.avtnatural.com/investor_relations.

The particulars prescribed by the section 134 (3) (m) of the Companies Act 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo are furnished in the Annexure-I to this Report.

Pursuant to the provisions of Section 135 of the Companies Act 2013, a CSR Committee comprising Board of Directors was formed to recommend. i. The policy on Corporate Social Responsibility (CSR) and ii. Implementation of the CSR Projects Annual Report on CSR in the prescribed format is enclosed as Annexure - II. The CSR policy of the Company has been uploaded on the web site: www.avtnatural.com / investor_relations.

TThe Company's CSR projects and programs will be the focus on the holistic development of host communities to create social, environmental and economic value to society. The Company will invest resources in any program such as skill development, infrastructure development, women empowerment, Promotion of Health Care, Old age homes / day care facilities for Senior Citizens, Education, Swatch Bharath, and all other activities envisaged in the Schedule VII of the Companies Act 2013.

Pursuant to section 139 and 142 of the Companies Act, 2013, the members in their 36th Annual General Meeting held on 24.08.2022 appointed M/s. Suri & Co, Chartered Accountant (Firm Registration No.004283S) as the Statutory Auditors of the Company for a period of 5 years till the conclusion of the 41st Annual General Meeting. In view of the amendment to the Companies Act 2013 notified by the Ministry of Corporate Affairs dated 7 th May 2018, no longer their appointment needs to be ratified by the Members.

There are no qualifications or adverse remarks mentioned in the Auditors' report. The notes to accounts, forming part of financial statements, are self-explanatory and need no further clarification

Pursuant to Section 204 of Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial personnel) 2014 and Regulation 24A of SEBI(Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board of Directors in their meeting held on May 28, 2025 approved the appointment of M/s.V Suresh & Associates as the Secretarial Auditor of the company for a period of 5 consecutive years w.e.f FY 2025-26 based on the recommendations of the Audit Committee of the Company. The said appointment is subject to the approval of the shareholders at this Annual General Meeting of the Company.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. V Suresh Associates, Practicing Company Secretaries (C.P. No.6032), Chennai – 600 018 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in form MR-3, submitted by the Secretarial Auditors for the financialyear 2024-25, is annexed to this report as Annexure III and forms an integral part of this Report.

During the year, the Company has complied with the Secretarial Standard -1 (SS-1) and Secretarial Standard -2 (SS-2) issued by the Ministry of Corporate Affairs.

Cost Audit is not applicable to the Company as per the Companies (Cost Records & Audit) Rules, 2014, however, the cost records are maintained by the Company.

The Auditors of the Company have not reported any fraud as specified under section 143 (12) of the Companies Act, 2013.

The Company continues to carry adequate insurance for all assets, against unforeseeable perils.

All transactions entered with related parties for the year under review were at arm's length basis and in the ordinary course of business and hence the provisions of Section 188 of the Companies Act, 2013 are not attracted. There were no related party transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements during the year.

Further, there were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel or other designated persons which may have a potential conflict in the interest with Company at large. The disclosure of Related Party transactions to be provided under section 134 (3)(h) of the Companies Act 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC -2 is given in the Annexure IV, forming part of this report. As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, all the related party transactions were placed before the Audit Committee and also the Board of Directors. Prior approval of the Audit Committee was obtained on yearly / quarterly basis for the transactions entered with related parties, except with the wholly owned subsidiary Companies, whose accounts are consolidated with the Company. The transactions entered into pursuant to the omnibus approval so granted has been placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has a Related Party Transaction policy and the same is hosted on the website of the Company under the link www.avtnatural.com/investor_relations.

There are no significant material orders Regulators / Courts which would impact the going concern status of the Company and its future operations.

In terms of the requirements of Section 92(3) read with 134(3)(a) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 the copy of the Annual Return in prescribed format is available on the website of the Company. www.avtnatural.com.

The information required under section 197 (12) of the Companies Act 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the Company have been given in the Annexure V.

The information under section 197 of Companies Act 2013 and pursuant to rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in the Annexure VI.

The statement containing remuneration paid to employees and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Company's Registered Office during, business hours of all the working days of the Company, upto the date of the forthcoming Annual General Meeting. Any member interested in obtaining a copy of the same may write to the Company Secretary and the same will be provided free of cost to the member.

Your Company during the year under review, enjoyed cordial relationship with technicians/workers and employees at all levels.

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel, Key Managerial Personnel and their remuneration etc. A copy of the policy is uploaded on the web site of the Company and the website link is www. avtnatural. com/investor_relations.

The Company has a Vigil Mechanism / Whistle Blower Policy in place pursuant to Section 177 (9) of the Companies Act 2013 and as per the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The said policy is available on the website of the Company which can be accessed from the link - www. avtnatural.com During the year no instances of unethical behavior were reported.

Pursuant to section 134(3)(n) of the Companies Act 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board of Directors has formed a Risk Management Committee to frame, implement and monitor the risk management plan. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Committee considers the risks that impact mid to long-term objectives of the business, including those reputational in nature. The Audit Committee has additional oversight in the area of financial risks and controls. The company has a risk policy defining risk management governance model, risk assessment and prioritization process. The Risk Management Committee adopted a follow-up risk management framework to review and monitor the key risks and their mitigation measures periodically and provide an update to the Board on Company's risks. The Audit Committee has an additional oversight on financial risks and controls.

The Company has in place adequate Internal Audit and Internal Financial Controls with reference to the financial statements, which is evaluated by the Audit Committee as per Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Apart from Statutory Audit, your Company, in compliance with Section 138 of the Companies Act, 2013, had engaged M/s Sundar Sridhar Srini, Chartered Accountants, I Floor, New No 9, Rajamannar Street, T.Nagar, Chennai – 600017 as the Internal Auditors of the Company for the financial year 2024-25. Findings and observations of the Internal Auditors are discussed, and suitable corrective actions are taken as per the directions of the Audit Committee on an on-going basis to improve efficiency in operations.

The Company's internal control systems are well established and commensurate with the nature of its business and the size and complexities of operations and adequate with reference to the financial statements as envisaged under the Companies Act, 2013.

Your directors endorse that during the year under review, there were no reportable material weaknesses in the present systems or operations of internal controls.

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees, individual Directors & CEO, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The evaluation was done based on the evaluation criteria formulated by Nomination and Remuneration Committee which includes criteria such as fulfilment of specific functions prescribed by the regulatory framework, adequacy of board meetings, attendance and effectiveness of the deliberations etc.

Each Board member completed a questionnaire providing feedback on the functioning and overall level of engagement of the Board and its committees on complianceon the parameters such as the composition, execution of specific duties, contribution of new ideas/insights, quality, quantity, and timeliness of flow of information, deliberations at the meeting, independence / non-partisan approach in decision making etc., Independent Directors met on 12th February 2025 to review performance evaluation of Non-Independent Directors and the entire Board of Directors including the Chairman, Non-Executive Directors etc., The Independent Directors were satisfied with the overall functioning of the Board, flow of information to the Board, its various Committees and of the performance of other Non-executive Directors and the Chairman of the Board.

The Company has adopted the Indian Accounting

Standards (Ind AS) with effect from 1st April 2017, the Ind AS 115 with effect from 1st April 2018 & the Ind AS 116 with effect from 1st April 2019 and all its financial statements are made according to the said standards.

Further, in the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013.

The significant accounting policies which are applied set out in the Notes to the Financial Statements.

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2025.

The Business Responsibility and Sustainability Report indicates the Company's performance against the principles of the ‘National Guidelines on Responsible Business Conduct'. This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company.

The Business Responsibility and Sustainability Report in compliance with the regulation 34(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 have been attached in the Annexure VII to this Report.

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 27 read with Part E of Schedule II and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 on corporate Governance. The Management Discussion & Analysis Report, Report on Corporate Governance with Auditors' Certificate conditions of Corporate Governance have been Annexed IX to this Report.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Act and that an Internal Complaints Committee has been set up for redressal of complaints and that all employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review

Number of complaints received in the year: Nil

Number of complaints disposed off during the year: Nil

Number of cases pending for more than 90 days: Nil Number of Workshop or awareness Program: 2 Workshops and 2 training Program

Nature of Action taken by the employer or District Officer:

Nil

Statements in this Directors' Report & Management Discussion and Analysis Report describing the Company's objectives, projections, estimates, expectations, or predictions may be ‘forward looking statements' within the meaning of applicable securities laws and regulations.

Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include raw material availability and its prices, cyclical demand and pricing in the Company's principle markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

During the year no application has been made and there are no proceeding pending as per Insolvency and Bankruptcy Code 2016.

The Company has not raised funds through preferential allotment or qualified institutions placement during the financial year 2024-25.

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors'

Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the accounts for the financial year ended 31st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors have 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 of the Company for that period;

3. The Directors had taken proper and 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 have prepared the accounts for the financial year ended 31 st March 2025 on a ‘going concern' basis.

5. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

6. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively..

The Directors sincerely acknowledge the contribution and support from customers, shareholders, farmers, BSE Ltd., National Stock Exchange of India Ltd., Cameo Corporate Services Ltd., National Securities Depository Ltd., Central Depository Services Ltd., and other stakeholders for the co– operation and assistance provided to the Company.

The Directors also place on record their gratitude to the employees for their continued support, commitment, dedication and co–operation.