The Board of Directors of Hexagon Nutrition Limited (referred hereinafter as “HNL” or “the Company”) have pleasure in
presenting the 33^rd (Thirty-Third) Annual Report on the operations of the Company and Audited Financial Statements for
the Financial Year (FY) ended 31^st March, 2026.

1. FINANCIAL PERFORMANCE

The financial highlights of the Audited Consolidated and Standalone financial statements of your Company for
the financial year ended 31^st March 2026 and comparison with previous financial year ended 31^st March 2025 are
summarized below: -

*Hexagon Nutrition (Exports) Private Limited was
amalgamated with Hexagon Nutrition Limited
pursuant to the Order of the National Company
Law Tribunal (NCLT), Mumbai Bench, bearing C.P.
(CAA)/225(MB)2025 and C.A. (CAA)/141(MB)2025,
dated January 14, 2026. Accordingly, all financial
figures presented herein represent the combined
financials of both entities in FY 25-26 and FY 24-25.

I. STANDALONE RESULTS:

During the financial year 2025-26, the Company’s
revenue from operations stood at ? 3,191.20 million, as
compared to ? 2,674.47 million in the previous financial
year 2024-25.

The Company reported a profit after tax of ? 381.48
million, as compared to ? 269.69 million in the previous
financial year.

The financial results for FY 2025-26 include the
financial impact of the amalgamation of Hexagon
Nutrition (Exports) Private Limited with the Company
pursuant to the Order of the National Company Law
Tribunal (NCLT), Mumbai Bench, dated January 14,
2026. Accordingly, the corresponding figures for

FY 2024-25 have also been modified to give effect to
the amalgamation and facilitate comparability.

II. CONSOLIDATED RESULTS:

During the financial year 2025-26, the Group’s revenue
from operations stood at ? 3,826.28 million, as
compared to ? 3,249.29 million in the previous financial
year 2024-25.

The Group reported a profit after tax of ? 379.37
million, as compared to ? 243.05 million in the previous
financial year.

2. COMPANY AFFAIRS:

Listing of Equity Shares

The equity shares of the Company were listed on with
‘BSE Limited (BSE) and National Stock Exchange of
India Limited (NSE) with effect from 12^th June 2026.
The listing marks a significant milestone in the growth
journey of the Company and provides an opportunity
to enhance stakeholder value and strengthen the
Company’s presence in the capital markets. (NSE
Symbol “HEXAGON” and BSE Scrip code “544785”).

3. OPERATIONS AND FUTURE
OUTLOOK OF THE COMPANY

We are a unique, pure-play nutrition Company
that places a strong emphasis on research and
development. We are the only holistic nutrition
provider with goods in the clinical, therapeutic, and
premixed micronutrient categories. We concentrate
on nutritional supplements that offer a wide range
of nutritional and nutrition-improving benefits. Our
product line covers a wide range of topics, including
food fortification, therapeutic nutrition, clinical
nutrition, and the reduction of malnutrition. We are
a completely integrated business with a quality-
focused approach to everything we do, from product
development to marketing to manufacturing. After
establishing our company in 1993 as a micronutrient
formulations player, we progressed up the value chain
to create our main brands, “PENTASURE,” “OBESIGO,”
and “PEDIAGOLD,” which are used in the fields of
clinical nutrition, wellness, and health. We are present
throughout India, and we export our goods to almost
83 other nations. Our product offering is primarily
divided into the following 3 segments:

I. BRANDED NUTRITION PRODUCTS/ CLINICAL
NUTRITION PRODUCTS (B2C SEGMENT):

Our branded products have shown a phenomenal
YOY growth of 23.74% crossing ? 100 Cr mark over
all geographies and formats. This growth is primarily
driven by increased demand in the hospitals, pharmacy
chains and enhancement of distribution network.

Our E commerce business had improved due to
availability, visibility and fulfilment driven through
major e commerce platforms. Due to various options
available to the consumers to make a choice from
SKU’s and Packs had further contributed to increase
in revenue.

II. PREMIX FORMULATIONS (B2B2C SEGMENT):

Our overall Premix business has shown a 31% growth
compared to last year FY 25. This growth is marked
by 44.06% YOY growth in premix domestic business
and 24.87% growth in the premix export business. The
formulation and connect with various customers at
domestic and international level is adding support to
the company for making strong future outlook.

III. ESG SEGMENT:

ESG segment had shown a decline in the business by
16.51% due to delay in release of tenders and other
operational issues. The company is positive that next
financial year will show good growth in this segment.

IV. FOCUSED ON RESEARCH & DEVELOPMENT:

R&D, in our opinion, is vital to keeping us competitive.
We invest a lot of attention on R&D in order to keep up
with the technological advancements in the nutrition
sector and to continuously improve our competitive
advantages. Twelve professionally qualified and
experienced employees make up our R&D team,
which works to find and create novel uses, mixtures,
and dosages of active nutrients with positive health
effects in order to broaden our product line. To fulfil
the highest standards of quality, safety, and purity, our
R&D team works with our manufacturing department,
quality assurance department, and regulatory
affairs department to standardize and control key
process parameters.

V. Global Presence:

Our presence across retail pharmacies, hospital
networks, well-known e-commerce firms and our
own websites www.pentasurenutrition.com, www.
obesigo.com, www.nutrone.fit meets various
consumer preferences, strengthen our pan-India
omnichannel distribution capability in our branded
business segment.

Premix exports business has crossed more than 60
countries world vide and is adding more network of
distributors and companies in the international market.

4. MATERIAL CHANGES AND
COMMITMENT AFFECTING THE
FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL
PERIOD TO WHICH THIS FINANCIAL
STATEMENT RELATE AND THE DATE
OF THE REPORT

During the year under review, the Company continued
to carry on the same business activities, and there was
no change in the nature of its operations.

Subsequent to the end of the financial year, the equity
shares of the Company were listed on BSE Limited and
National Stock Exchange of India Limited with effect
from 12^th June 2026. The listing of the Company’s
equity shares does not result in any change in the
nature of business or operations of the Company.

5. DIVIDEND:

i. Dividend on Preference Shares

In accordance with the provisions set forth in the
Articles of Association and the terms governing the
issuance of Compulsorily Convertible Preference

Shares (CCPS), the Company is obligated to pay an
annual dividend of 0.0001% to CCPS shareholders.

Subsequent to the financial year ended March 31,2026,
the Company converted 12,208,212 Compulsorily
Convertible Preference Shares (CCPS) into 12,290,705
Equity Shares on April 20, 2026, in accordance with
the applicable provisions of the Companies Act, 2013
and other applicable laws. Consequently, no dividend
is payable on the CCPS of the Company.

ii. Dividend on Equity Shares

The Board of Directors has recommended a dividend
of ?0.30 (Rupees Zero and Thirty Paise only) per
equity share (0.3%) for the financial year ended March
31, 2026, subject to the approval of the Members at
the ensuing Annual General Meeting. The dividend
if approved, would entail a payout of approximately
? 3,68,75,433.

The Board has considered the Company’s strategic
focus on conserving cash resources to meet its
ongoing capital expenditure requirements while
also ensuring that shareholders participate in the
Company’s performance. Accordingly, the proposed
dividend has been recommended at ?0.30 per equity
share, while retaining sufficient internal accruals to
support the Company’s future growth initiatives and
further strengthen its financial position.

The Board believes that the proposed dividend
appropriately balances the interests of the shareholders
with the Company’s requirement for funds to support
its ongoing operations, capital expenditure and future
growth plans.

6. TRANSFER OF UNCLAIMED
DIVIDEND TO INVESTOR EDUCATION
AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act,
2013 (hereinafter referred to as ‘the Act’) do not apply
to the Company for the year under review.

7. SHARE CAPITAL

During the financial year 2025-26, there were no
changes to the Company’s capital structure. As of 31^st

March 2026, the Authorized Share Capital and Paid-up
Share Capital of the Company are as follows:

* On April 20, 2026, all the Compulsorily Convertible
Preference Shares (CCPS) were converted into Equity
Shares in the conversion ratio of 1:1.006757138.
Consequently, the Company’s share capital underwent
the following changes: -

8. DEMATERIALIZATION OF SHARES

As on 31^st March 2026, 11,06,09,904 Equity shares
constituting 99.98% were is dematerialised form.
The ISIN of the Equity Shares of your Company
is INE0JUI01012.

9. AMOUNT PROPOSED TO BE
TRANSFERRED TO RESERVES

The Board of Directors has decided not to transfer any
amount to the General Reserve for the financial year
ended March 31, 2026. The profits earned during the
year have been retained in the Statement of Profit and
Loss to support the Company’s business operations
and future growth requirements.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Presently, the comDosition of the Board as on the date of this Board Reoort is as under:

The Board recommends the re-appointment of Dr. Nikhil Arun Kelkar at the ensuing AGM.
Key Managerial Personnel (“KMP”)

Following are the KMPs of the Company as on date of this Board’s Report:

ii) Appointment, Re-appointment and Resignation of Directors

1. Mr. Aditya Kelkar (DIN: 02312705) Non-Executive Director resigned from the Board w.e.f. 06^th July 2026.

2. Mr. Subhash Purushottam Kelkar (DIN:00177280) Executive Director resigned from the Board w.e.f. 06^th July 2026.

3. Mr. Arun Purushottam Kelkar (DIN - 00171276) is proposed to be re-appointed as Chairman & Executive Director
of the company w.e.f. 29^th September 2026 for a period of 5 years subject to approval of the Members at the
ensuing AGM.

4. Mr. Raghunath Sawant (DIN: 11863172) is appointed as an Additional Executive Director of the company w.e.f.
August 12, 2026 for 5 years subject to approval of the Members at the ensuing AGM.

The Board recommends the above appointment of Mr. Raghunath Sawant and the re-appointment of Mr. Arun
Purushottam Kelkar at the ensuing AGM.

Pursuant to Regulation 36 of the Listing Regulations and Secretarial Standard-2, a detailed profile of the Directors
seeking appointment/reappointment is provided in the Notice of the ensuing Annual General Meeting of the Company.

11. BOARD MEETINGS

During the financial year under review, 10 (Ten) meetings of the Board of Directors were held. The meetings were
convened either in person or through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”), in compliance
with the applicable provisions of the Companies Act, 2013, the Rules made thereunder, the Secretarial Standard on
Meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India, and the circulars/
framework issued by the Ministry of Corporate Affairs (“MCA”), as applicable:

The interval between consecutive board meetings remained within the limits prescribed under the Companies Act,
2013. Each meeting maintained the required quorum. In light of pressing business exigencies, certain decisions were
duly taken by passing resolutions via circulation from time to time, pursuant to Section 175 of the Act and the same
were confirmed at the ensuing Board Meetings of the Company.

12. ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND ANNUAL GENERAL
MEETING (“AGM”) OF THE COMPANY HELD DURING FINANCIAL YEAR ENDED
MARCH 31, 2026, IS GIVEN BELOW:

13. COMMITTEES OF BOARD

The composition of the Committees of the Board as on 31^st March 2026 was in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, and is set out below:

i. Audit Committee

During the year under review, the Committee convened
on seven occasions—20^th May 2025, 02^nd June 2025,
22^nd August 2025, 23^rd September 2025, 30^th October
2025, 13^th January 2026, 17^th February 2026. The
composition of the Audit Committee, along with
members’ attendance records for these meetings, are
detailed below (The committee was reconstituted on
20^th May 2025):

ii. Risk Management Committee

The Risk Management Committee of the Board was
reconstituted on 17^th November 2021. During the
financial year 2025-26, as an unlisted entity, risk
assessment and oversight functions were directly
monitored and reviewed by the Audit Committee and
the Board of Directors.

Consequently, no separate formal meetings of the Risk
Management Committee were held during the financial
year ended March 31, 2026. The composition of the
Risk Management Committee are detailed below (The
committee was reconstituted on 20^th May 2025):

iii. Nomination & Remuneration Committee

During the year under review, the Nomination and
Remuneration Committee convened on Three (3)
occasions—20^th May 2025, 27^th June 2025, 06^th
October 2025. The composition of the Committee,
along with members’ attendance at these meetings,
is presented below. (The committee was reconstituted
on 20^th May 2025):

iv. Corporate Social Responsibility Committee

In accordance with Section 135 of the Companies
Act, 2013, and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board formally
adopted a CSR Policy outlining the principles
and mechanisms for executing the Company’s
CSR initiatives.

During the year under review, the CSR Committee met
once on 31^st March 2026 to review the Company’s
CSR activities and related matters. The reconstituted
composition of the CSR Committee and members’
attendance during the year are presented below:

Disclosures in terms of Section 134(3)(o) and Section
135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, with respect
to CSR activities undertaken by the Company during
the year under review have been provided at Annexure
I to this Board Report.

v. Stakeholders Relationship Committee

The Stakeholders Relationship Committee was
reconstituted on May 20, 2025. During the financial
year under review, prior to the listing of the Company’s
equity shares, routine operational and secretarial
matters falling under the purview of the Committee
were considered and approved by passing a resolution
via circulation on October 30, 2025, in accordance with
Section 175 of the Companies Act, 2013. No physical
or audio-visual meetings were held during the year.
Following the listing of the Company’s equity shares
on June 12, 2026, the Committee is fully functional
and compliant with Regulation 20 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, and regular quarterly meetings are scheduled to
review stakeholder grievances and investor relations.

The composition of the Committee, along with
members’ attendance at these meetings, is presented
below. (The committee was reconstituted on 20^th May
2025):

vi. POSH Internal Complaint Committee

The Company is committed to providing a safe,
respectful and inclusive workplace and has constituted
Internal Complaints Committees in accordance with
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
(“POSH Act”). The Internal Complaints Committees
are constituted at the applicable offices/locations of
the Company and their composition is set out below.

Considering geographic diversification across the
country and increase in number of employees, the
Board of Directors have constituted Internal Complaints
at each branch of your Company. The composition of
the Committee is as below:

MUMBAI HO:

NASHIK OFFICE:

14. EVALUATION OF BOARD

Pursuant to the applicable provisions of the Act, the
Nomination and Remuneration Committee carried
out an annual evaluation of its own performance,
performance of its committees, the performance and
independence of Independent Directors as well as the
performance of the Directors individually for financial
year 2025-26.

The Independent Directors in a separate meeting held
on 25^th March 2026 carried out the evaluation of the
performance of the Chairman of the Company, the
performance of the Non- Independent Directors and
the Board as a whole, and also assessed the quality,
quantity and timeliness of flow of information between
the Company Management and the Board that is
necessary for the Board to effectively and reasonably
perform their duties.

The Nomination and Remuneration Committee
at its meeting reviewed the evaluations and the
implementation and compliance of the evaluation
exercise done for the financial year 2025-26 on 31^st
July 2026.

Outcome and Results of Evaluation:

All members of the Nomination and Remuneration
Committee and the Board of Directors participated in
the performance evaluation process. The Nomination
and Remuneration Committee conducted a
comprehensive evaluation of the performance of the
Board as a whole, its Committees, individual Directors,
and the Chairperson of the Company.

The evaluation process was conducted in accordance
with the criteria approved by the Board and the
Nomination and Remuneration Committee. The
outcome of the evaluation was satisfactory and the
Board noted the recommendations arising from
the process.

The performance evaluation for the financial year 2025¬
26, inter alia, concluded that the Independent Directors
on the Board continued to fulfil the independence
criteria prescribed under the Companies Act, 2013. The
evaluation further confirmed that the Board conducts

its affairs effectively and comprises an appropriate mix
of skills, competencies, experience, qualifications, and
diversity, enabling it to discharge its responsibilities
efficiently. The Board was also assessed as operating
in a collaborative environment characterised by
openness, transparency, and mutual trust.

The Committee noted that all Directors clearly
understood and effectively discharged their fiduciary
responsibilities, distinct from those of the management,
and actively contributed to Board deliberations
through constructive and meaningful participation.
The Chairperson demonstrated strong leadership and
was assessed as highly effective in discharging the
responsibilities of the role, achieving excellent ratings
across all evaluation parameters. The performance
of the Independent Directors was also evaluated
as excellent.

The Committee further noted the suggestions received
during the evaluation process to enhance the Board’s
effectiveness. These recommendations have been
duly considered and appropriate steps have been
initiated for their implementation.

15. DIRECTORS RESPONSIBLILTY
STATEMENT

Based on the framework of internal financial controls
and compliance systems established and maintained
by the Company, work performed by the Internal,
Statutory and Secretarial Auditors, including audit of
internal financial controls over financial reporting by
the Statutory Auditors and reviews performed by the
relevant Board Committees including Audit Committee,
the Board is of the opinion that the Company’s internal
financial controls were adequate and operating
effectively during the financial year 2025-2026.

Pursuant to the provisions of Section 134(5) of
the Companies Act, 2013, the Board of Directors
confirms that:

a) In the preparation of the annual financial
statements for the financial year ended March
31, 2026, the applicable Accounting Standards
have been duly followed, and there have been no
material departures from the same.

b) Appropriate accounting policies have been
selected and applied consistently, and reasonable
and prudent judgments and estimates have been
made so as to present a true and fair view of the
state of affairs of the Company as at March 31,
2026, and of its profit for the financial year ended
on that date.

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

d) The annual financial statements have been
prepared on a going concern basis.

e) The Company has laid down adequate internal
financial controls to be followed and such internal
financial controls were operating effectively
throughout the financial year.

f) Proper systems have been devised to ensure
compliance with the provisions of all applicable
laws, and such systems were adequate and
operated effectively throughout the financial year.

16. INVESTMENT IN SUBSIDIARIES,
JOINT VENTURES AND ASSOCIATE
COMPANIES

As on 31^st March 2026, the Company has 2 (Two)
Wholly Owned Subsidiaries in India and 3 (three)
oversees. The same are as follows:

¹ Hexagon Nutrition (Exports) Private Limited was
amalgamated with Hexagon Nutrition Limited
pursuant to the Order of the National Company
Law Tribunal (NCLT), Mumbai Bench, bearing C.P.
(CAA)/225(MB)2025 and C.A. (CAA)/141(MB)2025,
dated January 14, 2026.

During the FY 25-26, the Board of Directors of
the Company reviewed the business affairs of
the Subsidiaries. In terms of Section 129(3) of the

Companies Act, 2013, the Company has prepared
the Consolidated Financial Statements (CFS) of the
Company, which forms part of this Annual Report.
Further, a statement containing the salient features
of the financial statements of the Subsidiaries and
Associate Company in the prescribed format Form
AOC-1 is annexed as Annexure - II to this Report. The
statement also provides the details of the performance
and financial position of each of the subsidiaries
and associate.

In accordance with Section 136 of the Companies Act,
2013, the audited financial statements, including the
CFS and related information of the Company along
with audited accounts of each of the subsidiaries
are available on the website of the Company. These
documents will also be made available for inspection
during business hours at the registered office in
Mumbai, India.

17. AUDITORS

i. Statutory Auditors:

Pursuant to the provisions of Sections 139 and 142 of the
Companies Act, 2013, M/s. S. K. Patodia & Associates
LLP, Chartered Accountants (Firm Registration No.
112723W/W100962), were appointed as the Statutory
Auditors of the Company at the 31^st Annual General
Meeting held on 17 September 2024, to hold office for
a term of five consecutive years until the conclusion of
the 36^th Annual General Meeting of the Company to
be held in the financial year 2029. Their remuneration,
together with applicable taxes and reimbursement
of out-of-pocket expenses, is determined by the
Board of Directors based on the recommendation
of the Audit Committee and in consultation with the
Statutory Auditors.

The Statutory Auditors have audited the Standalone
and Consolidated Financial Statements of the
Company for the financial year ended 31 March
2026. The Audit Reports issued by M/s. S. K. Patodia
& Associates LLP do not contain any qualification,
reservation, adverse remark or disclaimer of opinion.
The notes to the financial statements referred to in the
Audit Reports are self-explanatory and, therefore, do
not call for any further comments under Section 134(3)

(f) of the Companies Act, 2013.

During the financial year under review, the Statutory
Auditors have not reported any instance of fraud under
Section 143(12) of the Companies Act, 2013 involving
officers or employees of the Company.

The Company has received a written confirmation
from M/s. S. K. Patodia & Associates LLP confirming
that they continue to satisfy the criteria prescribed

under Sections 139 and 141 of the Companies Act,
2013, and that they are eligible to continue as the
Statutory Auditors of the Company. The Auditors
have also confirmed that they are not disqualified
from continuing as Statutory Auditors in terms of the
applicable provisions of the Companies Act, 2013, the
Chartered Accountants Act, 1949, and the rules and
regulations made thereunder.

ii. Cost Auditors:

Pursuant to the provisions of Section 148 of the
Companies Act, 2013, read with the Companies
(Cost Records and Audit) Rules, 2014, the Board
of Directors, on the recommendation of the Audit
Committee, appointed M/s. KPMSS & Associates,
Cost Accountants (Firm Registration No. 005229), as
the Cost Auditors of the Company to conduct the audit
of the cost records of the Company for the financial
year 2025-26.

iii. Secretarial Auditors:

Pursuant to the provisions of Section 204(1) of
the Companies Act, 2013, read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the provisions
relating to Secretarial Audit were not applicable to the
Company for the financial year ended 31^st March 2026.
However, following the listing of the Equity Shares of
the Company on the Stock Exchanges on 12^th June
2026, the regulatory requirements applicable to listed
entities became relevant to the Company.

Accordingly, the provisions of Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, relating to the Annual Secretarial
Compliance Report, shall be applicable to the Company
from the financial year 2026-27 onwards. The Board of
Directors of the Company, at its meeting held on 10^th
June 2026, approved the appointment of M/s. N. L.
Bhatia & Associates, Practising Company Secretaries,
as the Secretarial Auditor of the Company for a period
of five (5) consecutive financial years commencing
from Financial Year 2026-27 up to Financial Year 2030¬
31, subject to the approval of the Members of the
Company at the ensuing Annual General Meeting.

iv. Internal Auditors:

Pursuant to Section 138 of the Companies Act,
2013 read with Rule 13 of the Companies (Accounts)
Rules, 2014, the Company is required to appoint
an Internal Auditor. The Board of Directors, on the
recommendation of the Audit Committee, appointed
M/s. Bhuwania & Associates, Chartered Accountants,
as the Internal Auditors of the Company for the financial
year 2025-26. Further, the Board has approved their

re-appointment for the financial year 2026-27 with
effect from June 30, 2026.

18. REPORTING OF FRAUDS BY
AUDITORS

During the year under review, the statutory auditors
under Section 143(12) of the Companies Act, 2013,
have not reported any instances of fraud committed
against the Company by its officers or employees, the
details of which would need to be mentioned in the
Board’s report.

19. WHISTLE BLOWER MECHANISM

In terms of Section 177(9) and Section 177(10) of
the Act, the Board of Directors adopted a Whistle
Blower Policy / Vigil Mechanism, inter-alia to provide
a mechanism for Directors and employees of the
Company to approach the Audit Committee of the
Company and to report genuine concerns related
to the Company. The Whistle Blower Policy / Vigil
Mechanism provides adequate safeguards against
victimization of Director(s) or employee(s) who report
genuine concerns under the mechanism.

The Vigil Mechanism provides a channel to report to
the management concerns about unethical behavior,
actual or suspected fraud or violation of various codes
or policies of the Company and provides adequate
safeguards against victimization of persons who use
such mechanism. The mechanism provides for direct
access to the Chairman of the Audit Committee in
appropriate or exceptional cases. No person has been
denied access to the Audit Committee. The Whistle
Blower Policy / Vigil Mechanism is available on the
website of the Company at https://hexagonnutrition.
com/pdf-vigil-mechanism-whistle-blower-policy/.

20. ANNUAL RETURN

In terms of Section 134(3)(a) and Section 92(3) of
the Act read with the Companies (Management and
Administration) Rules, 2014, the Annual Return as at
financial year ended March 31, 2026 is available on the
website of the Company at https://hexagonnutrition.
com/

21. CONTRACTS/ARRANGEMENTS WITH
RELATED PARTIES AND RELATED
PARTY TRANSACTION POLICY

During the year under review, the Company entered
into related party transactions with its Subsidiary
and Associate Companies in accordance with the
provisions of Section 188 of the Companies Act, 2013
read with the applicable rules made thereunder. The

said transactions were reviewed and approved by the
Audit Committee and the Board of Directors, wherever
applicable, in compliance with the provisions of the
Companies Act, 2013 and the Company’s Related
Party Transaction Policy.

All related party transactions entered into by the
Company during the financial year ended 31^st March
2026 were in the ordinary course of business and on
an arm’s length basis. Accordingly, the disclosure of
particulars of contracts or arrangements with related
parties, as required under Section 134(3)(h) of the
Companies Act, 2013 read with the applicable rules,
in Form AOC-2, is annexed as Annexure III to this
Board’s Report.

The equity shares of the Company were listed on
BSE Limited and National Stock Exchange of India
Limited with effect from 12^th June 2026. Accordingly,
the provisions relating to Related Party Transactions
under Regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
became applicable to the Company from the date
of listing. Subsequent to listing, the Company has
ensured compliance with the applicable requirements
of Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, including
obtaining necessary approvals and making requisite
disclosures in respect of related party transactions.

There are no materially significant related party
transactions that may have potential conflict with
interest of the Company at large. The details of the
related party transactions as per Indian Accounting
Standards (IND AS) - 24 are set out in Notes to the
Standalone Financial Statements of the Company.

22. DEPOSITS

During the financial year 2025-26, your Company has
not accepted or renewed any “Deposit” from public
within the meaning of the term “Deposits” under the
Companies (Acceptance of Deposits) Rules, 2014
made under Chapter V read with Section 73 and 76
of the Companies Act, 2013 as amended from time
to time.

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

Particulars required under Section 134(3)(m) of ‘the Act’
read with the Rule 8(3) of the Companies (Accounts)
Rules, 2014 regarding conservation of energy,
technology absorption foreign exchange earnings and
outgo is annexed herewith and forms part of this report
as Annexure- IV.

24. RISK MANAGEMENT FRAMEWORK

Your Company has in place a mechanism to identify,
assess, monitor, and mitigate various risks associated
with the business of the Company. Major risks identified
by the business and functions, if any, are systematically
addressed through mitigating actions on a continuing
basis. The Board of Directors have adopted a Risk
Management Framework and Policy which inter-alia
integrates various elements of risk management into a
unified enterprise-wide policy.

The Company constituted Risk Management
Committee to empower the Committee of the Company
to review and assess the risk management system and
policy of the Company and till now the Company has
not identified any elements of risk which in its opinion
threaten the existence of your Company.

25. INTERNAL FINANCIAL CONTROL
SYSTEMS AND THEIR ADEQUACY

The Company has established a robust internal control
framework commensurate with the size, scale and
complexity of its operations. The Company’s well-
defined organisational structure, documented policies
and procedures, delegation of authority matrix,
and established internal control systems ensure
operational efficiency, compliance with applicable
laws and regulations, adherence to internal policies,
and safeguarding of the Company’s assets.

The Board of Directors is of the view that the Company’s
internal financial controls with reference to the
Financial Statements are adequate and commensurate
with the nature of its business, size and complexity of
operations. The Board, through the Audit Committee,
periodically reviews the adequacy and effectiveness of
the internal control systems, policies and procedures
to ensure orderly and efficient conduct of business,
reliability of financial reporting, compliance with
applicable laws and regulations, and prevention and
detection of frauds and errors.

The Company has implemented appropriate systems
and processes to ensure that internal financial controls
operate effectively and provide reasonable assurance
regarding the reliability of financial information and the
preparation of financial statements.

26. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments under
Section 186 of the Companies Act, 2013 read with the

Companies (Meetings of Board and its Powers) Rules,
2014 are given in the note no. 15, note no. 06 and note
no. 11 to the Financial Statements, which forms a part
of the Annual Report.

27. MATERIAL CHANGES AND
COMMITMENT AFFECTING THE
FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL
YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE
OF THE REPORT

There were no material changes and commitments
affecting the financial position of the Company
between the end of the financial year and the date
of this Report, except that the equity shares of the
Company were listed on BSE Limited and National
Stock Exchange of India Limited with effect from 12^th
June 2026.

28. SIGNIFICANT AND MATERIAL
ORDERS

During the year under review, the Hon’ble National
Company Law Tribunal (NCLT), Mumbai Bench,
vide its Order dated 14^th January 2026 in C.P.
(CAA)/225(MB)2025 and C.A. (CAA)/141(MB)2025,
approved the Scheme of Amalgamation of Hexagon
Nutrition (Exports) Private Limited with Hexagon
Nutrition Limited.

The said Scheme of Amalgamation was undertaken
pursuant to the applicable provisions of the Companies
Act, 2013 and upon obtaining the necessary approvals
from the Hon’ble NCLT. The amalgamation has been
accounted for in accordance with the applicable
accounting standards and does not have any adverse
impact on the going concern status or future operations
of the Company.

Except for the aforesaid order, there are no other
significant material orders passed by regulators, courts
or tribunals which may impact the going concern status
of the Company or its operations in the future.

29. REMUNERATION OF DIRECTORS,

KEY MANAGERIAL PERSONNEL,
SENIOR MANAGEMENT AND
EMPLOYEES STATEMENT OF
DISCLOSURE OF REMUNERATION

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of ‘the Act’

read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is annexed herewith as Annexure-V forming
integral part of this report.

30. POLICY RELATING TO DIRECTOR’S
APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE
OF THEIR DUTIES

The Nomination and Remuneration Committee (‘NRC’)
engages with the Board to evaluate the appropriate
characteristics, skills and experience for the Board as
a whole as well as for its individual members with the
objective of having a Board with diverse backgrounds
and experience in business, finance and governance.
The NRC, on the basis of such evaluation, determines
the role and capabilities required for appointment
of Director. Thereafter, the NRC recommends to
the Board the selection of new Directors. Based on
the recommendations of the NRC, the Board has
formulated a Policy on Director’s appointment and
remuneration which includes the criteria for determining
qualifications, positive attributes, independence of a
director and process of appointment and removal as
well as components of remuneration of Director(s),
Key Managerial

Personnel (‘KMP’) and Senior Management of the
Company and other matters as provided under
Section 178(3) of ‘the Act’. The same is available on the
Company’s website at https://hexagonnutrition.com/ .

31. STATEMENT OF DECLARATION BY
INDEPENDENT DIRECTORS

I n terms of Section 149(6) of the Act, the Company
has received declaration of independence from all
Independent Directors. In the opinion of the Board,
the Independent Directors fulfil the conditions of
independence specified in Section 149(6) of the
Act and also meet the criteria in relation to integrity,
expertise and experience (including the proficiency) as
outlined by your Company. The Independent Directors
have also confirmed that they have complied with the
Company’s Code of Conduct and the inlaid policies
and applicable laws.

32. PREVENTION OF SEXUAL HARRASSMENT

The Company has adopted a policy on sexual
harassment at workplace in line with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
(‘POSH Act’). All the employees (permanent,
contractual, temporary, trainees) are covered under this

policy. The Company has complied with the provisions
relating to the constitution of Internal Complaints
Committee under the ‘POSH Act’ to redress complaints
received regarding sexual harassment.

During the year under review:

33. MATERNITY BENEFIT COMPLIANCE:

The Ministry of Corporate Affairs has introduced
an amendment requiring disclosure of POSH and
maternity benefit act compliance in the Board’s Report
for reports approved in the Board Meeting held on
or after July 14, 2025. Accordingly, the following
disclosure is being made in compliance with the said
requirement under Maternity Benefit Act, 1961:

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF
THE FINANCIAL YEAR

34. MAINTENANCE OF COST RECORDS

Maintenance of cost records and cost audit are
applicable under Sec 148(1) and accounts/records are
duly maintained.

35. CODE FOR PREVENTION OF INSIDER
TRADING

Your Company has adopted a Code of Conduct to
regulate, monitor and report trading by designated
persons and their immediate relatives and a Code of
Fair Disclosure to formulate a framework and policy
for disclosure of events and occurrences as per the
requirements under the Securities and Exchange
Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Code of Fair Disclosure has
been made available on the Company’s Website at
https://hexagonnutrition.com/.

36. CORPORATE GOVERNANCE

As per Regulation 34 and Schedule V(C) to the SEBI

Listing Regulations, the Corporate Governance

Report together with the Compliance certificate from

the Practicing Company Secretary is annexed as

Annexure-VI to this report.

37. OTHER DISCLOSURES:

(a) No Fraud Reported: There were no instances of
fraud reported by the Auditors of the Company
under Section 143(12) of the Companies Act, 2013
during the financial year under review.

(b) ESOP/ESOS: The Company has not issued
any Employee Stock Option Scheme (ESOP)
or Employee Stock Ownership Scheme (ESOS)
during the financial year under review.

(c) Secretarial Standards: The Company has complied
with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India
(ICSI).

(d) Sweat Equity & Differential Voting Rights: The
Company has not issued any Sweat Equity
Shares or Shares with Differential Voting Rights
during the financial year under review.

(e) Buyback or Employee Share Scheme: The
Company does not have any scheme or provision
of money for the purchase of its own shares by
employees or Directors, including by trustees for
the benefit of employees/Directors.

(f) Revision of Financial Statements: There was no
revision of the financial statements or the Board’s
Report on the Company during the financial year
under review.

(g) Insolvency & Bankruptcy Proceedings: There were
no applications made or proceedings pending
under the Insolvency and Bankruptcy Code, 2016
during the financial year.

(h) One-time Settlement: There were no instances
of any one-time settlement with any banks or
financial institutions during the financial year
under review.

APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors places on record its sincere
appreciation and gratitude to all stakeholders for their
continued trust, confidence, and valuable support
extended to the Company.

The Board acknowledges with gratitude the guidance
and support received from the Ministry of Corporate
Affairs, Government of India, various regulatory
authorities, BSE Limited, National Stock Exchange
of India Limited, Depositories, Bankers, Financial
institutions, Business associates, Customers,
Shareholders, and all other Stakeholders for their
continued cooperation and contribution towards the
Company’s growth and success.

The Board also places on record its deep appreciation
for the dedication, commitment, and perseverance
demonstrated by the employees across all levels of the
organisation. Their collective efforts, professionalism,
and commitment have been instrumental in enabling
the Company to achieve sustained growth and deliver
value across its operations.

The Board looks forward to the continued support,
confidence, and cooperation of all stakeholders in the
Company’s future endeavours.