Your directors are pleased to present the Fortieth Annual
Report of the Company together with the Audited Accounts
for the financial year ended March 31, 2026.

FINANCIAL 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.

OPERATIONS REVIEW

Total income increased by 29.63% to Rs.695.47 crores
in 2025-26 from Rs.536.50 crores. The Profit after Tax
for the year 2025-26 is Rs.53.86 crores (previous year

2024- 25 Rs.38.07 crores), showing an increase of
41.49%. With Fixed Assets of Rs.79.39 crores (previous
year 2024-25 Rs.71.14 crores), our Fixed Asset Turnover
ratio is healthy at 8.61% with Return on Sales stood at
11.14%.

DIVIDEND

Dividend Distribution Policy

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

Declaration and payment of dividend

Your Directors are pleased to recommend a final dividend
of Re.0.45 per share (45%) with face value of Re.1/- each
on Equity Share Capital, for the year ended 31.03.2026,
amounting to Rs.685.28 Lakhs. During the year, the Board
declared an Interim Dividend of Re.0.35 per share (35%)
with face value of Re.1/- each, amounting to Rs.532.99
Lakhs. The aggregate of dividend declared during the
year was Re.0.80/- per share (80%) with face value of
Re.1/- each amounting to Rs.1218.27 Lakhs.

TRANSFER TO GENERAL RESERVE

Your directors are pleased to transfer a sum of Rs.20
Crores. for the year 2025-26 (previous year Rs.20
Crores.) to the General Reserve.

FINANCE

Cash and bank balances as at 31^st March 2026 was
Rs.6.55 Crores (previous year Rs.5.30 Crores). Company
continues to focus on judicious management of its working
capital, receivables, inventories and other financial
parameters and which were kept under continuous check
and monitoring.

The outstanding term loan from Federal Bank Limited as
on 31^st March 2026 is Rs.3.35 crore, which is given in
note No.16 to the financial statements.

WINDMILL

The windmill of the Company located at Kokkampalayam
village, Dharapuram Taluk, Erode District, Tamil Nadu
generated 9,80,207 units of electricity in the year 2025-26
against 8,30,356 units in 2024-25. Against this generation,
Company utilised 8,32,564 units (PY 7,68,111 Units),
as captive consumption in Sathyamangalam factory in

2025- 26.

The Board of Directors met six times during the financial
year. The details of the Board Meetings are given in the
Corporate Governance Report.

AUDIT COMMITTEE MEETING

The Audit Committee of the Company met six times during
the financial year. The details of the Audit Committee
Meetings are given in the Corporate Governance Report.

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

PARTICULARS OF LOANS, GUARANTEE, OR
INVESTMENTS

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, AVT
Natural, USA and is disclosed in note No.37 of the
financial statements.

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

LISTING WITH STOCK EXCHANGES

The Company Shares are listed in both BSE Limited (BSE)
and the National Stock Exchange of India Limited (NSE).
The Company has paid listing fees up to 31^st March 2026
to both the BSE Limited (BSE) and the National Stock
Exchange of India Limited (NSE).

DSIR APPROVAL FOR IN-HOUSE R&D FACILITY AT
SOUTH VAZHAKULAM AND BANGALORE

The Department of Scientific and Industrial Research
(DSIR), New Delhi has approved the Company's R&D
facilities situated at South Vazhakulam, Aluva, Kerala and
Manchenahaili Village, Kasabe Hobari, Bangalore. The
approvals are valid upto 31.03.2028.

MATERIAL CHANGES AND COMMITMENTS

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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Siddharth Thomas was appointed as an Additional
Director of the Company with effect from June 09, 2026
and Mrs. Shanthi Thomas, Director, resigned from the
Board of the Company with effect from June 09, 2026.

During the year, Mrs. Kavitha Vijay (DIN:01047261) was
reappointed as an Independent Director of the Company
for a second term of five years from 23^rd September 2025
up to 22^nd September 2030 through Postal ballot on 18^th
September,2025.

Mr. A D Bopana, Independent Director, retired from
the Directorship due to completion of his second term
of five years as Independent Director with effect from
25.08.2025.

Mr. M.N.Satheesh Kumar was appointed as Manager
(Key Managerial Personnel) of the Company with effect
from May 28, 2025 for a period of one year.

Mr. K Nandakumar was appointed as Chief Executive
Officer of the company with effect from September 01,
2025. Subsequently, he was appointed as Manager and
Chief Executive Officer (Key Managerial Personnel) of
the company with effect from 28.05.2026.

As on March 31, 2026, the Company has six Non¬
Executive Directors out of which three are Independent
Directors.

i) Director retiring by rotation

In accordance with the provisions of Companies Act,
2013 and the Articles of Association of the Company,
Mr.Rahul Thomas, Director retires by rotation at the
40^th 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.

ii) Declaration from Independent Directors on
Annual Basis

The Company has received necessary declarations
from all the three 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.

iii) Key Managerial Personnel

As on March 31, 2026, the following were Key
Managerial Personnel (“KMP”) of the Company as
per Sections 2(51) and 203 of the Act.

• Mr. M. N. Satheesh Kumar, Manager

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

• Mr. P Mahadevan, Company Secretary &
Compliance Officer

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.

PERFORMANCE OF SUBSIDIARY/JOINT VENTURE /
ASSOCIATESa) AVT Natural SA DE C.V., Mexico (AVTN)

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 31^st March
2026 is Mexican Peso (Mxn) 0.54 million and there
is no change since then. AVTN is the marketing arm
of the Company for Animal Nutrition Products. The
AVTN recorded sales of Rs.7.17 crores and Loss of
Rs.0.04 crores, for the year 2025-26.

b) AVT Natural Europe Limited, UK (AVTNEL)

The paid-up capital of the Company as on 31^st
March 2026 is Pound Sterling (GBP) 1.535 million
and there is no change since then. AVTNEL is the
marketing arm of the Company for De-caffeinated
Tea. AVTNEL recorded sales of Rs.93.48 crores
(previous year Rs. 122.18 crores) and a profit of
Rs.2.41 crores (previous year Rs.2.58 crores) for the
year 2025-26.

c) AVT Natural FZCO (AVT Dubai)

A wholly owned subsidiary, incorporated on 28^th
March 2023 in Dubai, for marketing Animal Nutrition
Products, Instant Tea, Food Additives, Cosmetic and
Nutraceutical Ingredients with a paid-up capital of AED
22,30,000

The AVT Natural FzCO recorded sales of Rs.128.05
crores and a profit of Rs.8.66 crores for the year
2025-26

d) AVT Natural DWC-LLC

A wholly owned subsidiary, incorporated on 9^th April
2026 in Dubai South, for marketing Animal Nutrition
Products, Instant Tea, Food Additives, Cosmetic and
Nutraceutical Ingredients.

Step down subsidiary Companies

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

i) AVT Natural North America Inc

The paid-up capital of the Company as on 31^st March
2026 is USD 60,000 and there is no change since
then. During the year, the company recorded sales
of Rs.92.42 crores and a profit of Rs.1.90 crores for
the year 2025-26.

d) Accounts of subsidiaries

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 31.03.2026,
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 salient features of the
financial statements of AVTN, AVTFZCO, AVTNE
& its step-down subsidiary in the prescribed Form
AOC-1 is provided in the Page No.149 of Annual
report.

e) Joint Venture / Associate Company

The Company does not have any Joint Ventures /
Associate Companies

f) Policy for determining material subsidiary

The Company has a Policy for determining Material
Subsidiary, and the policy is posted in the Company
website under the link www.avtnatural.com/investor_
relations.

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

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

CONTENTS OF CSR POLICY

The 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.

STATUTORY AUDITORS

Pursuant to section 139 and 142 of the Companies Act,
2013, the members in their 36^th 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 41^st 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.

AUDITORS' REPORT

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.

SECRETARIAL AUDITORS

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 members in their 39^th Annual General
Meeting held on 13.08.2025 appointed M/s.V Suresh &
Associates, Practising Company Secretaries, Chennai as
the Secretarial auditors of the Company for a term of five
consecutive financial years from 2025-26 to 2029-30.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in form MR-3, submitted by the
Secretarial Auditors,

M/s. V Suresh Associates, Practicing Company Secretaries,
Chennai, for the financial year 2025-26, 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 RECORDS AND COST AUDIT REPORT

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.

REPORTING OF FRAUD

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

INSURANCE

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

RELATED PARTY TRANSACTIONS

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 posted in the website of the Company. Link
- www.avtnatural.com/investor_relations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS AND COURTS

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

ANNUAL RETURN

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, copy of the Annual
Return in the prescribed format is available on the website
of the Company. www.avtnatural.com.

STATUTORY INFORMATION

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 is
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

INDUSTRIAL RELATIONS

During the year under review, Company maintained
cordial relationship with technicians / workers and
employees at all levels.

NOMINATION AND REMUNERATION POLICY

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. The policy is uploaded in the website
of the Company and the link is - www.avtnatural. com/
investor_relations.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 in the
website of the Company and can be accessed from the
link - www.avtnatural.com During the year no instances
of unethical behavior were reported.

RISK MANAGEMENT

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 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 additional oversight in the area
of financial risks and controls.

ADEQUACY Of INTERNAL AUDIT AND INTERNAL
FINANCIAL CONTROL

The Company has adequate Internal Audit and Internal
Financial Controls in place 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.

In compliance with Section 138 of the Companies Act,
2013, Company engaged M/s.Sundar Sridhar Srini,
Chartered Accountants, I Floor, New No 9, Rajamannar
Street, T.Nagar, Chennai - 600017 as Internal Auditors
of the Company for the financial year 2025-26. Their
findings and observations were 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
systems or operations in vogue in terms of internal
controls.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of
maintaining environmentally clean and safe operations.
The Company's policy requires conduct of operations
in such a manner, to ensure safety of all the concerned,
compliance, 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 criteria formulated by
Nomination and Remuneration Committee which includes
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
parameters such as 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 11^th February 2026 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.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has adopted the Indian Accounting
Standards (Ind AS) with effect from 1^st April 2017, the Ind
AS 115 with effect from 1^st April 2018 & the Ind AS 116
with effect from 1^st April 2019. All its financial statements
are made according to the said standards. Further, in
the preparation of the financial statements, Company
has followed the Accounting Standards referred to in
Section 133 of the Companies Act, 2013. The significant
accounting policies which are applied are set out in the
Notes to the Financial Statements.

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from the
public during the year under review. No amount of principal
or interest on deposits from the public was outstanding as
on March 31,2026.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

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 is attached as Annexure VII to this Report

CORPORATE GOVERNANCE

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 on compliance
with conditions of Corporate Governance is attached as
Annexure IX to this Report.

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

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

CAUTIONARY STATEMENT

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 2025-26.

DIRECTORS' RESPONSIBILITY STATEMENT

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 31^st March 2026, 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 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 have prepared the accounts for the
financial year ended 31^st March 2026 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.

ACKNOWLEDGEMENT

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.

For and on behalf of the Board

Place : Chennai Ajit Thomas

Date : June 09, 2026 Chairman