Your directors are pleased to present the Thirty NinthAnnual Report of the Company together with the AuditedAccounts for the financial year ended March 31, 2025.
(Rs.in Crores)
Particulars
2024-25
2023-24
Income from Operations
519.22
503.31
Other Income
17.28
12.18
Total Income
536.50
515.50
Profit before tax for the yearLess : Provision for taxation
51.76
62.71
Current Tax
12.87
16.50
Deferred Tax
0.83
-0.16
Profit after tax
38.07
46.37
Add : Remeasurement of Postemployment benefit obligationsthrough OCI
0.49
-0.13
Add: Surplus brought forwardLess: Unrealised Fair Value
156.18
148.65
Gains not available forappropriation
7.23
5.53
Total Amount available fordividend payout
Less :
187.50
189.35
Interim Dividend 30% paid onEquity Shares
4.57
Tax on Interim Dividend
N.A
Transfer to General Reserve
20.00
25.00
Final Dividend on EquityShares
7.61
9.14
Tax on Final Dividend
Net Amount available forDividend payout
155.32
150.64
Surplus carried forward toBalance Sheet
162.55
Proposed dividend on equity shares has not beenrecognized as a distribution of profit in the current year’saccounts in accordance with the Indian AccountingStandard.
Total income increased by 4.07% to Rs.536.50 crores in2024-25 from Rs.515.50 crores. The Profit after Tax forthe 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 year2024-25 Rs.80.41 crores), our Fixed Asset Turnover ratiois healthy at 7.30 % with Return on Sales stood at 11.13%.
Dividend Distribution Policy
Pursuant to Regulation 43A of Listing Regulations, theBoard adopted a Dividend Distribution Policy, which hadbeen placed on the website of the Company and can beaccessed at the link: https://www.avtnatural.com/policies/
Declaration and payment of dividend
Your Directors are pleased to recommend a final dividendof Re0.40 per share (40%) with face value of Re.1/- eachon Equity Share Capital, for the year ended 31.03.2025,amounting to Rs.609.14 Lakhs. During the year, the Boarddeclared an Interim Dividend of Re.0.30 per share (30%)with face value of Re.1/- each, amounting to Rs.456.85Lakhs. The aggregate of dividend declared during theyear 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 theGeneral Reserve.
Cash and bank balances as at 31st March 2025 wasRs.530.07 lakhs (previous year Rs.955.42 lakhs). TheCompany continues to focus on the judicious managementof its working capital, receivables, inventories and otherfinancial parameters and which were kept under strictcheck through continuous monitoring.
The outstanding term loan from Federal Bank Limited ason 31st March 2025 is Rs.4.95 crore, which is given in thenote No.16 to the financial statements.
The windmill of the Company located at Kokkampalayamvillage, Dharapuram Taluk, Erode District, Tamil Nadugenerated 8,30,356 units of electricity in the year2024-25 against 8,49,811 units generated in 2023-24. TheCompany utilised the 7,68,111 units, generated as captiveconsumption during 2024-25 for its Sathyamangalamfactory.
The Board of Directors met five times during the financialyear. The details of the Board meeting are given in the
Corporate Governance report. The intervening gapbetween the meetings were within the period stipulatedunder the Companies Act, 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations,2015.
The Audit Committee of the Company met four timesduring the current financial year. The details of theAudit Committee meetings are given in the CorporateGovernance report. The intervening gap between themeetings were within the period stipulated under theCompanies Act, 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.
The Company has not given any loans or guaranteescovered under the provisions of section 186 of theCompanies Act, 2013 and Schedule V of the SecuritiesExchange Board of India (Listing Obligations andDisclosure Requirement) Regulations, 2015, except the'Corporate Guarantee' given on behalf of its wholly ownedsubsidiary companies viz., AVT Natural Europe Limited,London and to AVT Natural S.A. DE C.V., Mexico, whichis given in the note No.37 to the financial statements.
The details of investments made by the Company aregiven in the note No.7 to the financial statements.
The Company Shares are continued to be listed in bothBSE Limited (BSE) and the National Stock Exchange ofIndia Limited (NSE). The Company has paid listing feesup to 31st March 2025 to both the BSE Limited (BSE) andthe National Stock Exchange of India Limited (NSE).
The approval by the Department of Scientific and IndustrialResearch (DSIR), New Delhi for the Company's R&Dfacilities situated at South Vazhakulam, Aluva, Kerala andthe Manchenahaili Village, Kasabe Hobari, Bangalore arevalid upto 31.03.2025. The company has already appliedfor renewal with DSIR. The approval is pending till now.
There are no material changes or events that haveoccurred since the date of the Balance Sheet which couldhave 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) wereretired from the Directorship due to completion of theirsecond term of five years as Independent Directors.
Mr.Habib Hussain, Director who was liable to retire byrotation during the 38th AGM held on August 09, 2024,doesn't offer himself for re-appointment.
Mr.M.M.Venkatachalam and Mr.Ranganath N Krishnawere inducted into the Board as Independent Directorswith effect from July 25, 2024. Mr.Rahul Thomaswas 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 IndependentDirectors.
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 the39th Annual General Meeting and being eligible, offerhimself for re-appointment.
A resolution seeking shareholders' approval alongwith other required details forms part of the Notice.
The Company has received necessary declarationsfrom all the four Independent Directors of the Companyunder Section 149 of the Companies Act, 2013 that theIndependent Directors of the Company meet with thecriteria of their Independence laid down in Section 149of the Companies Act, 2013 and Regulation 25(8) ofthe SEBI (LODR) Regulations 2015.
As on March 31, 2025, the following were KeyManagerial Personnel (“KMP”) of the Company asper 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 - (Upto21.07.2024)
• Mr. P Mahadevan, Company Secretary &Compliance Officer (from 12.11.2024)
During the year under review, the non-executive directorsof the Company had no pecuniary relationship ortransactions with the Company, other than sitting fees,commission and reimbursement of expenses, if any.
performance of subsidiary/joint venture /
AVT Natural SA DE C.V, Mexico has beenestablished with an aim to capture market for theAnimal Nutritional products in South Americanmarket and other markets.
The paid-up capital of the Company as on 31stMarch 2025 is Mexican Peso (Mxn) 0.54 millionand there is no change therein since then. AVTN isthe marketing arm of your Company for the animalnutrition products. The AVTN recorded sales ofRs.11.93 crores and Loss of Rs.1.85 crores, for theyear 2024-25
The paid up capital of the Company as on 31st March2025 is Pound Sterling (GBP) 1.535 million andthere is no change therein since then. AVTNEL is themarketing arm of your Company for de-caffeinatedtea and instant tea. The AVTNEL recorded sales ofRs.122.18 crores (previous year Rs.108.62 crores)and profit of Rs.2.58 crores (previous year Rs.3.85crores) for the year 2024-25.
A wholly owned subsidiary was incorporated by thecompany on 28th March 2023 in Dubai for marketingthe Animal nutrition products, food additives, cosmeticand nutraceutical ingredients with a paid up capital ofAED 22,30,000.
The AVT Natural FzCO recorded sales of Rs.37.95crores and profit of Rs.4.29 crores for the year 2024-25
AVT Natural Europe Limited, London has one whollyowned subsidiary AVT Natural North America Inc
The paid up capital of the Company as on 31st March2025 is USD 60,000 and there is no change thereinsince. During the year, the company recorded salesof Rs.11.81 crores and profit of Rs.0.81 crores forthe year 2024-25.
Pursuant to Section 136 of the Companies Act, 2013,a copy of the audited financial statements of AVTNatural Europe Ltd., AVT Natural S.A. DE C.V. andAVT Natural FzCO for the period ended 31.03.2025,shall be provided to any shareholder, free of coston their request. The Audited financial statementsare also available on the website of the Company.The Consolidated financial statements, audited bythe statutory auditors of the Company, have beenattached to this Report.
Pursuant to Section 129(3) of the Companies Act,2013, a statement containing the salient features ofthe financial statements of AVTN, AVTNE & its step-down subsidiary and AVTFzCO in the prescribedForm AOC-1 is provided in the Page No. 147 ofAnnual report.
The Company does not have any Joint Ventures /Associate Companies
The Company has a Policy for determining MaterialSubsidiary, which is hosted on the Company websiteunder the link www.avtnatural.com/investor_relations.
The particulars prescribed by the section 134 (3) (m) of theCompanies Act 2013, read with Rule 8 of the Companies(Accounts) Rules, 2014 relating to Conservation of Energy,Technology Absorption, Foreign Exchange earnings andoutgo are furnished in the Annexure-I to this Report.
Pursuant to the provisions of Section 135 of theCompanies Act 2013, a CSR Committee comprisingBoard 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 enclosedas Annexure - II. The CSR policy of the Company hasbeen uploaded on the web site: www.avtnatural.com /investor_relations.
TThe Company's CSR projects and programs will be thefocus on the holistic development of host communitiesto create social, environmental and economic value tosociety.
The Company will invest resources in any program suchas skill development, infrastructure development, womenempowerment, Promotion of Health Care, Old age homes/ day care facilities for Senior Citizens, Education, SwatchBharath, and all other activities envisaged in the ScheduleVII of the Companies Act 2013.
Pursuant to section 139 and 142 of the Companies Act,2013, the members in their 36th Annual General Meetingheld on 24.08.2022 appointed M/s. Suri & Co, CharteredAccountant (Firm Registration No.004283S) as theStatutory Auditors of the Company for a period of 5 yearstill the conclusion of the 41st Annual General Meeting.In view of the amendment to the Companies Act 2013notified by the Ministry of Corporate Affairs dated 7th May2018, no longer their appointment needs to be ratified bythe Members.
There are no qualifications or adverse remarks mentionedin the Auditors' report. The notes to accounts, forming partof financial statements, are self-explanatory and need nofurther clarification
Pursuant to Section 204 of Companies Act, 2013 read withRule 9 of Companies (Appointment and Remunerationof Managerial personnel) 2014 and Regulation 24A ofSEBI(Listing Obligations and Disclosure Requirements),Regulations, 2015, the Board of Directors in their meetingheld on May 28, 2025 approved the appointment of
M/s.V Suresh & Associates as the Secretarial Auditor of thecompany for a period of 5 consecutive years w.e.f FY 2025¬26 based on the recommendations of the Audit Committeeof the Company. The said appointment is subject to theapproval of the shareholders at this Annual General Meetingof the Company.
Pursuant to the provisions of Section 204 of theCompanies Act, 2013 and the Companies (Appointmentand 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 bythe Secretarial Auditors for the financial year 2024-25, isannexed to this report as Annexure III and forms an integralpart of this Report.
During the year, the Company has complied with theSecretarial 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 theCompanies (Cost Records & Audit) Rules, 2014, however,the cost records are maintained by the Company.
The Auditors of the Company have not reported anyfraud as specified under section 143 (12) of the CompaniesAct, 2013.
The Company continues to carry adequate insurance forall assets, against unforeseeable perils.
All transactions entered with related parties for the yearunder review were at arm's length basis and in theordinary 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 auditedfinancial statements during the year.
Further, there were no material related party transactionsduring the year under review with the Promoters, Directorsor Key Managerial Personnel or other designatedpersons which may have a potential conflict in the interestwith Company at large. The disclosure of Related Partytransactions to be provided under section 134 (3)(h)of the Companies Act 2013, read with Rule 8(2) of theCompanies (Accounts) Rules, 2014 in Form AOC -2 isgiven in the Annexure IV, forming part of this report.
As per the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015, all the related partytransactions were placed before the Audit Committee andalso the Board of Directors. Prior approval of the AuditCommittee was obtained on yearly / quarterly basis forthe transactions entered with related parties, except withthe wholly owned subsidiary Companies, whose accountsare consolidated with the Company. The transactionsentered into pursuant to the omnibus approval so grantedhas been placed before the Audit Committee and theBoard of Directors for their approval on a quarterly basis.
The Company has a Related Party Transaction policy andthe same is hosted on the website of the Company underthe link www.avtnatural.com/investor_relations.
There are no significant material orders passed by theRegulators / Courts which would impact the going concernstatus of the Company and its future operations.
In terms of the requirements of Section 92(3) read with134(3)(a) of the Companies Act, 2013 read with theCompanies (Accounts) Rules, 2014 the copy of theAnnual Return in prescribed format is available on thewebsite of the Company. www.avtnatural.com.
STATUTORY Information
The information required under section 197 (12) of theCompanies Act 2013 read with rule 5 (1) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 in respect of the Company havebeen given in the Annexure V.
The information under section 197 of Companies Act 2013and pursuant to rule 5 (2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014,are given in the Annexure VI.
The statement containing remuneration paid toemployees and other details as required under Section197(12) of the Companies Act, 2013 read with Rule5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, is provided in aseparate annexure forming part of this report. Further, thereport and the accounts are being sent to the membersexcluding the aforesaid annexure. In terms of Section 136of the Act, the said annexure is open for inspection at theCompany's Registered Office during, business hours ofall the working days of the Company, upto the date ofthe forthcoming Annual General Meeting. Any memberinterested in obtaining a copy of the same may write tothe Company Secretary and the same will be providedfree of cost to the member.
Your Company during the year under review, enjoyedcordial relationship with technicians/workers andemployees at all levels.
The Board on the recommendation of the Nomination &Remuneration Committee framed a policy for selectionand appointment of Directors, Senior ManagementPersonnel, Key Managerial Personnel and theirremuneration etc. A copy of the policy is uploaded on theweb site of the Company and the website link is www.avtnatural. com/investor_relations.
The Company has a Vigil Mechanism / Whistle BlowerPolicy in place pursuant to Section 177 (9) of theCompanies Act 2013 and as per the Regulation 22 ofSEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The said policy is available on thewebsite of the Company which can be accessed from thelink - www.avtnatural.com During the year no instancesof unethical behavior were reported.
Pursuant to section 134(3)(n) of the Companies Act2013 and Regulation 21 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015, the Boardof Directors has formed a Risk Management Committeeto frame, implement and monitor the risk managementplan. The Committee is responsible for reviewing the riskmanagement plan and ensuring its effectiveness. TheCommittee considers the risks that impact mid to long-termobjectives of the business, including those reputational innature. The Audit Committee has additional oversight inthe area of financial risks and controls.
The company has a risk policy defining risk managementgovernance model, risk assessment and prioritizationprocess. The Risk Management Committee adopted a
follow-up risk management framework to review andmonitor the key risks and their mitigation measuresperiodically and provide an update to the Board onCompany's risks. The Audit Committee has an additionaloversight on financial risks and controls.
The Company has in place adequate Internal Audit andInternal Financial Controls with reference to the financialstatements, which is evaluated by the Audit Committee asper Part C of Schedule II of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
Apart from Statutory Audit, your Company, in compliancewith Section 138 of the Companies Act, 2013, had engagedM/s Sundar Sridhar Srini, Chartered Accountants, I Floor,New No 9, Rajamannar Street, T.Nagar, Chennai - 600017as the Internal Auditors of the Company for the financialyear 2024-25. Findings and observations of the InternalAuditors are discussed, and suitable corrective actionsare taken as per the directions of the Audit Committeeon an on-going basis to improve efficiency in operations.
The Company's internal control systems are wellestablished and commensurate with the nature of itsbusiness and the size and complexities of operations andadequate with reference to the financial statements asenvisaged under the Companies Act, 2013.
Your directors endorse that during the year under review,there were no reportable material weaknesses in thepresent systems or operations of internal controls.
The Company is conscious of the importance ofenvironmentally clean and safe operations. TheCompany's policy requires conduct of operations insuch a manner, so as to ensure safety of all concerned,compliances environmental regulations and preservationof natural resources.
The Board of Directors has made a formal annualevaluation of its own performance and that of itscommittees, individual Directors & CEO, pursuant to theprovisions of the Companies Act, 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulation,2015. The evaluation was done based on the evaluationcriteria formulated by Nomination and RemunerationCommittee which includes criteria such as fulfilmentof specific functions prescribed by the regulatoryframework, adequacy of board meetings, attendance andeffectiveness of the deliberations etc.
Each Board member completed a questionnaireproviding feedback on the functioning and overall levelof engagement of the Board and its committees on theparameters such as the composition, execution of specificduties, contribution of new ideas/insights, quality, quantity,and timeliness of flow of information, deliberations atthe meeting, independence / non-partisan approach indecision making etc.,
Independent Directors met on 12th February 2025 to reviewperformance evaluation of Non-Independent Directorsand the entire Board of Directors including the Chairman,Non-Executive Directors etc., The Independent Directorswere satisfied with the overall functioning of the Board,flow of information to the Board, its various Committeesand of the performance of other Non-executive Directorsand the Chairman of the Board.
The Company has adopted the Indian AccountingStandards (Ind AS) with effect from 1st April 2017, theInd AS 115 with effect from 1st April 2018 & the Ind AS116 with effect from 1st April 2019 and all its financialstatements are made according to the said standards.Further, in the preparation of the financial statements,the Company has followed the Accounting Standardsreferred to in Section 133 of the Companies Act, 2013.The significant accounting policies which are applied areset out in the Notes to the Financial Statements.
The Company has not accepted any deposits from thepublic during the year under review. No amount onaccount of principal or interest on deposits from the publicwas outstanding as on March 31, 2025.
The Business Responsibility and Sustainability Reportindicates the Company's performance against theprinciples of the 'National Guidelines on ResponsibleBusiness Conduct'. This would enable the Membersto have an insight into Environmental, Social andGovernance initiatives of the Company.
The Business Responsibility and Sustainability Report incompliance with the regulation 34(f) of the SEBI (ListingObligations and Disclosure Requirements) Regulations2015 have been attached in the Annexure VII to this Report.
Your Company has taken adequate steps to adhere toall the stipulations laid down in Regulation 27 read withPart E of Schedule II and Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations
2015 on corporate Governance. The ManagementDiscussion & Analysis Report, Report on CorporateGovernance with Auditors' Certificate on compliance withconditions of Corporate Governance have been AnnexedIX to this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual HarassmentPolicy in line with the requirements of the Act and thatan Internal Complaints Committee has been set upfor redressal of complaints and that all employees(permanent, contractual, temporary, trainees) are coveredunder this policy.
During the year under reviewNumber of complaints received in the year: NilNumber of complaints disposed off during the year: NilNumber of cases pending for more than 90 days: NilNumber 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 & ManagementDiscussion and Analysis Report describing the Company'sobjectives, projections, estimates, expectations, orpredictions may be 'forward looking statements' withinthe meaning of applicable securities laws and regulations.Actual results could differ materially from those expressedor implied. Important factors that could make differenceto the Company's operations include raw materialavailability and its prices, cyclical demand and pricing inthe Company's principle markets, changes in Governmentregulations, Tax regimes, economic developments withinIndia and the countries in which the Company conductsbusiness and other ancillary factors.
During the year no application has been made andthere are no proceeding pending as per Insolvency andBankruptcy Code 2016.
The Company has not raised funds through preferentialallotment or qualified institutions placement during thefinancial 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 financialyear ended 31st March 2025, the applicableaccounting standards had been followed along withproper explanation relating to material departures;
2. The Directors have selected such accounting policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs ofthe Company at the end of the financial year and ofthe profit of the Company for that period;
3. The Directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of thisAct for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;
4. The Directors have prepared the accounts for thefinancial year ended 31st March 2025 on a 'goingconcern' basis.
5. The directors have laid down internal financialcontrols to be followed by the Company and thatsuch internal financial controls are adequate and areoperating effectively.
6. The directors have devised proper system to ensurecompliance with the provisions of all applicable lawsand that such systems are adequate and operatingeffectively..
The Directors sincerely acknowledge the contribution andsupport from customers, shareholders, farmers, BSE Ltd.,National Stock Exchange of India Ltd., Cameo CorporateServices Ltd., National Securities Depository Ltd., CentralDepository Services Ltd., and other stakeholders for theco- operation and assistance provided to the Company.
The Directors also place on record their gratitude to theemployees for their continued support, commitment,dedication and co-operation.
For and on behalf of the Board
Place : Chennai Ajit Thomas
Date : 28th May 2025 Chairman