m. Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.
I f the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. Provisions are reviewed at each balance sheet and adjusted to reflect the current best estimates. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed
n. Retirement and other employee benefits Defined benefit plan
In accordance with applicable laws in In dia, the Company provides for gratuity, a defined benefit retirement plan (“the Gratuity Plan”) for every employee who has completed 5 years or more of service on departure at 15 days salary (last drawn salary) for each completed year of service. The Gratuity Plan provides for a lump sum payment to eligible employees at retirement, death, incapacitation or termination of employment based on last drawn salary and tenure of employment with the Company. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on the reporting date using projected unit credit method.
Past service costs are recognised in profit or loss on the earlier of:
• The date of the plan amendment or curtailment, and
• The date that the company recognises related restructuring costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The company recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:
• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non¬ routine settlements; and
• Net interest expense or income
Re-measurements, of the net defined liability comprising of actuarial gains
and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.
Defined contribution plan
The Company makes contributions to the recognized Provident Fund scheme, a defined contribution benefit scheme. These contributions are deposited with Government administered fund and recognised as an expense in the period in which the related service is performed. There is no further obligation on the Company on this defined contribution plan.
Compensated absences
The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months period after the end of the period in which the employees render the related service. They are therefore, measured at the present value of expected future payments to be made in respect of services provided by employees upto the end of the reporting period using the projected unit credit method as determined by actuarial valuation, performed by an independent actuary. The benefits are discounted using the market yields at the end of reporting period that have the terms approximating to the terms of the related obligation. Gains and losses through re-measurements are recognised in Statement of profit and loss.
). Share-based payments
Employees (including senior executives) of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised in employee benefit expenses, together with a corresponding increase in retained earnings in equity, over the period in which the service conditions and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions. No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
When an award is modified, at minimum the cost of the original award is recognised as if it had not been modified (i.e. at the original grant date fair value, spread over
the original vesting period, and subject to the original vesting conditions). This applies unless the award does not vest because of failure to satisfy a vesting condition (other than a market condition) that was specified at grant date.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share- based payment transaction, or is otherwise beneficial to the employee. Where a modification is made after the original vesting period has expired, and is subject to no further vesting conditions, any incremental fair value is recognised immediately.
I f the modification decreases the fair value of the equity instruments granted (e.g. by increasing the exercise price or reducing the exercise period), the decrease in value is effectively ignored and the entity continues to recognise a cost for services as if the awards had not been modified. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
Cash-settled transactions
A liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to and including the settlement date, with changes in fair value recognised in employee benefit expenses (see Note 35). The fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The fair value is determined using a binomial model. The approach used to account for vesting conditions when measuring equity-settled transactions also applies to cash-settled transactions.
p. Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand
and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.
q. Contingencies
A contingent liability is:
A possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company; or a present obligation that arises from past events but is not recognised because:
(i) It is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or
(ii) The amount of the obligation cannot be measured with sufficient reliability.
Contingent liabilities are not recognised in the balance sheet. Where the outflow of resources embodying economic benefits becomes probable and the amount of the obligation can be measured reliably, a provision is recognised in place of the contingent liability disclosure, except for contingent liabilities assumed in a business combination that are present obligations arising from past events and whose fair values can be reliably determined, which are recognised as of the acquisition date.
r. Earnings per share
Basic earnings per share is computed by dividing the net profit after tax attributable to equity shareholders of the company for the year by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the net profit after tax attributable to ordinary equity holders of the company using the weighted-average number of equity shares considered for deriving basic earnings per share and weighted average number of dilutive equivalent shares
outstanding during the period, except where the results would be anti-dilutive. Dilutive potential shares are deemed converted at the beginning of the period, unless issued at later date. Equity shares that will be issued upon the conversion of the Company’s Cumulative Compulsorily Convertible Preference Shares (CCPS) are included in the calculation of diluted earnings per share as dilutive potential equity shares, from the date of issuance of the CCPS, except where the results would be anti-dilutive, consistent with the Company’s actual computation as disclosed in Note 40.
s. Fair value measurement
The fair value of the financial instruments is included at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Management of the Company have assessed that the fair values of cash and cash equivalents, restricted cash, trade receivables (not subject to provisional pricing), trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short¬ term maturities of these instruments.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
There have been no transfers between fair value levels during the reporting period.
t. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker being Managing Director. The Managing Director assesses the financial
performance and position of the Company as a whole and makes strategic decisions.
u. Cash Flow
Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from regular revenue generating (operating activities), investing and financing activities of the Company are segregated.
Cash and cash equivalents consist of cash on hand and balances with banks which are unrestricted for withdrawal and usage.
v. Exceptional Items
Exceptional items are those items that management considers, by virtue of their size or incidence (including but not limited to impairment charges and acquisition and restructuring related costs), should be disclosed separately to ensure that the financial information allows an understanding of the underlying performance of the business in the year, so as to facilitate comparison with prior periods. Such items are material by nature or amount to the year’s result and require separate disclosure in accordance with Ind AS.
w. Recent Pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the period ended December 31, 2025, MCA has notified following new standards or amendments to the existing standards applicable to the Company.
(i) Ind AS 1 - Presentation of Financial Statements (Liability Classification)
Amendments to Ind AS 1 revise how liabilities are classified as current or non-current, effective April 1, 2025. Classification now depends on the entity’s “right to defer settlement” at the reporting date. Liabilities are current if a covenant is breached on or before
the reporting date. The definition of settlement is broadened, and detailed disclosures about covenant compliance risks are required.
(ii) Ind AS 7 & 107 - Supplier
Finance Arrangements
These amendments increase transparency for supplier finance arrangements, requiring disclosures in Ind AS 7 about terms, liability amounts, and payment due dates. Ind AS 107 requires disclosures about liquidity risk and the impact of these arrangements on liabilities.
(iii) I nd AS 21 - Foreign Exchange Effects (Lack of Exchangeability)
Amendments provide guidance on assessing currency exchangeability and, if not exchangeable, require
entities to estimate the spot exchange rate and disclose the methodology.
(iv) Ind AS 12 - Income Taxes (Pillar Two Rules)
A temporary exception is introduced for recognizing and disclosing deferred tax assets/liabilities related to the OECD’s Pillar Two global minimum tax rules. Companies must disclose qualitative and quantitative information about their exposure to these taxes.
In addition to above, The Government of India has officially announced the implementation of four new Labour Codes, effective 21 November 2025, replacing 29 existing central labour laws. These reforms aim to simplify compliance, modernize labour regulations, and enhance worker protection across the country.
Disclosure in relation to equity shares
18.1 : Terms/rights attached To Equity shares
The holders of equity shares of ? 1 each are entitled to one vote per share. The equity shareholders are entitled to dividend only if dividend in a particular financial year is recommended by the Board of Directors and approved by the member at the annual general meeting of the year. In the event of liquidation of the Group, the holders of equity shares will be entitled to receive out of the remaining assets of the Group, after distribution of Preferential amounts. The distribution will be in proportion to the number of equity shares held by share holders.
18.2 : Authorised share capital increase by ? 75.00 mn due to merger of subsidiary company Hexagon Nutrition (Exports) Private Limited vide order passed by NCLT wide order No. CP (CAA) No. 225 (MB) 2025 IN CA (CAA) No. 141 (MB) 2025 dated 14th January 2026 with appointed date of scheme is 1st April 2025.
18.3 : During the years neither bonus shares were issued nor shares issued for consideration other than cash nor shares bought back during the period of five years immediately preceeding the reporting date.
18.7 : Terms/ rights/ Issue/ redemption attached to Cumulative Compulsorily Convertible Preference Shares (CCPS)
Issue of Investor Preference Shares
The Company hereby agrees to take all such steps as are required, including passing of all necessary resolutions to ensure that the Investor Preference Shares, when issued, were in accordance with the Companies Act, all necessary applicable laws and the Transaction Documents.
Redemption
The Investor Preference Shares held by the Investor shall be compulsorily converted into Equity Shares and shall not be redeemable in any other manner except in accordance with the Act.
18.8 : Conversion of CCPS into Equity Shares
(a) The Investor Preference Shares shall compulsorily convert into Equity Shares of the Company upon the occurrence of any of the following events:
(i) expiry of the latest time permitted under applicable Law, when considering the listing the Equity Shares of the Company pursuant to a QIPO or IPO or Offer For Sale; or
(ii) expiry of 19 (nineteen) years and 11 (eleven) months from the CCPS Completion Date (as defined in the SSA) (“Conversion Period”); or (iii) any time prior to the expiry of the Conversion Period at the option and discretion of the Investor.
(b) In the event the Investor exercises its rights to convert any of the Investor Preference Shares in accordance with the Transaction Documents, then the Investor can notify the Company of the date on which Conversion needs to take place (“Conversion Notice”).
(c) In the event of occurrence of events under paragraph 18.8(a)(i) above, the Company shall at the relevant time proceed for Conversion with prior written confirmation of the Investor.
(d) I n the event of occurrence of events under paragraph 18.8(a)(ii) above, the Company shall at the relevant time automatically proceed for Conversion.
(e) The Investor Preference Shares shall be converted in accordance with the ratio determined in accordance with paragraph 19.4 below.
(f) The Company hereby agrees and undertakes that within 15 (fifteen) days of receiving the Conversion Notice, or expiry of 15 (fifteen) days from the Conversion Period, or the relevant time of the QIPO or Offer For Sale as the case may be (“Conversion Date”), the Company shall convert the Investor Preference Shares in accordance with the conversion ratio specified in paragraph 19.4 below. For such purpose, the Company shall hold a meeting of the Board or Shareholders, as may be required, and pass necessary resolutions issuing the Equity Shares to the Investor.
(g) In the event upon Conversion, the Equity Shares proposed to be issued to the Investor are fractional in number, then the number of Equity Shares shall be rounded off to the next whole number.
(h) The Equity Shares so issued and allotted to the Investor shall carry, from the date of Conversion, all rights pari passu with the Equity Shares of the Company existing as of date and each Equity Share shall carry one vote.
(i) The Company shall take all necessary approvals and requisite steps under Law to ensure that the aforesaid number of Equity Shares is issued to the Investor including increase in the authorised capital of the Company before Conversion of the Investor Preference Shares to accommodate the issuance of Equity Shares upon Conversion.
(j) The Investor shall have the right to convert each Investor Preference Shares, at any time, into 1 (one) Equity Share each, without any additional payment for such Conversion, subject to adjustment to facilitate the payout upon a Liquidation Event.
(k) The Company shall take all necessary approvals and requisite steps under applicable Law to ensure that the aforesaid number of Equity Shares is issued to the Investor.
18.9 : Conversion Ratio
(a) Subject to the provisions of Clause 5 of the SHA (Anti-dilution), adjustments pursuant to sub-clause (b) below and any other applicable provisions of this Agreement, the Investor shall be entitled to convert the Investor Preference Shares, at an initial conversion ratio of 1:1.006757138 (“Conversion Ratio”), without any additional payment for such Conversion.
(b) Upon occurrence of Adjustment Event prior to a QIPO, the Investor shall be entitled to either: (i) an adjustment of the Conversion Ratio in accordance with the formula provided under Schedule A below; or (ii) require the Promoters and the Company to provide theInvestors with a complete exit within a period of 90 (ninety)ss days at a price equal to or more than the Trigger Price.
18.10 : Dividend
The Investor shall be entitled to receive non-cumulative dividends on the Investor Preference Shares in preference to any dividend on the Equity Shares of the Company at the rate of 0.0001 % (zero point zero zero zero one per cent) of the Sale Consideration (as defined in the SPA) paid by the Investor, per annum for the Investor Preference Shares, if, when and as declared by the Board. For any other dividends or distributions, the Investor also shall be entitled to participate pro rata in any dividends paid on the Equity Shares on an As Converted Basis adjusted for any par value changes, on a cumulative basis.
18.11 : Voting
Subject to applicable Law, the Investor Preference Shares shall carry such voting rights as are exercisable by persons holding Equity Shares in the Company and shall be treated pari passu with the Equity Shares on all voting matters. Further, subject to applicable Law, the holders of Investor Preference Shares and Equity Shares shall vote together and not as a separate class.
18.12 : Priority
The Investor Preference Shares shall have priority over the preferences, rights and privileges of existing Equity Shareholders of the Company. The terms, preferences, rights and privileges of the Investor Preference Shares shall be superior to all other existing Shareholders.
18.13 : Alteration of Terms of Issue
For any amendment/alteration of the terms of issuance of the Investor Preference Shares, the prior written consent of the Investor shall be necessary.
18.14 : Taxes
The Company shall pay all taxes and stamp duty in relation to conversion of the Investor Preference Shares to Equity Shares in order for such Equity Shares to be registered in the name of the Investor.
18.15 : In reference to above, conversion ratio, as per clause 5 of the share holder agreement (Anti dilution), the company had issued shares to employees under ESOP scheme-2018. This had resulted in Anti dilution and the cumulative convertible preference share holders are now eligible for additional shares @ 1.006757138 per share. The said will be convertible to equity shares at the time of conversion.
19.1 : Purpose of Reserves;
a) Securities premium is received pursuant to the further issue of equity shares at a premium. This is a non-distributable reserve except for the following instances where the share premium account may be applied;
i) towards the issue of unissued shares of the Company to the members of the Company as fully paid bonus shares;
ii) for the purchase of its own shares or other securities;
iii) in writing off the preliminary expenses of the Company;
iv) in writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the Company; and
v) in providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the Company.
b) The General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of profit and loss.
c) Retained earnings represents the accumulated profits of the Company.
Note 40 : Earnings Per Equity Share (Basic & Diluted)
A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per equity share is set out below:
Basic: Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year, excluding equity shares purchased by the Company and held as treasury shares.
Diluted: Diluted earnings per share is calculated by adjusting the weighted average number of equity shares outstanding during the year for assumed conversion of all dilutive potential equity shares. Employee share options are dilutive potential equity shares for the Company.
Note 44 : Leases
Effective April 1, 2019, the group has adopted Ind AS 116, Leases, using modified retrospective approach. On adoption of the new standard IND AS 116 resulted in recognition of ‘Right of Use’ assets and a lease liability . The cumulative effect of applying the standard was debited to retained earnings. The effect of this adoption is insignificant on the profit before tax, profit for the period and earnings per share. Ind AS 116 will result in an increase in cash inflows from operating activities and an increase in cash outflows from financing activities on account of lease payments.
Note 46 : Financial risk management
The Company has exposure to the following risks arising from financial instruments:
a. credit risk ;
b. liquidity risk ; and
c. market risk
Risk management framework
The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by Board of Directors. The activities of this department include management of cash resources, borrowing strategies, and ensuring compliance with market risk limits and policies.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment.
The audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
a. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investment securities. The carrying amounts of financial assets represent the maximum credit exposure.
Trade receivables
The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. To manage credit risk, the Company periodically assesses the financial reliability of the customer, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivables. Outstanding customer receivables are regularly monitored to make an assessment of recoverability. Receivables are provided as doubtful / written off, when there is no reasonable expectation of recovery. Where receivables have been provided / written off, the company continues regular follow up,engage with the customers, legal options / any other remedies available with the objective of recovering these outstandings.The company is not exposed to concentration of credit risk to any one single customer since services are provided to vast spectrum. The Company also takes security deposits, advances , post dated cheques etc from its customers, which mitigate the credit risk to an extent.
Investments in companies
The Company has made investments in subsidiaries. The Company does not perceive any credit risk pertaining to investments made in such related entities.
Cash and cash equivalents
The Company held cash and cash equivalents with credit worthy banks of ? 97.65 mn as at 31 March 2026; ? 106.70 mn as at 31 March 2025 respectively. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.
Exposure to credit risk
The allowance for impairment in respect of trade receivables during the year was (? 8.79 mn), 31.3.2026, ?4.61 mn 31.3.2025.
The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows.
b. Liquidity risk
Liquidity risk is the risk that the company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due,
The company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in IND AS 107, since neither the carrying amount nor the future cash flow will fluctuate because of a change in market interest rates.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of borrowings affected. With all other variables held constant, the company’s loss before tax is affected through the impact on floating rate borrowings, as follows:
c. Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and bank deposits. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument will fluctuate because of changes in market interest rates.
Exposure to interest rate risk:
The company’s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from banks.
The interest rate profile of the company’s interest-bearing financial instruments as reported to the management of the company is as follows:
Foreign currency risk
The company is exposed to currency risk on account of its operating and financing activities. The functional currency of the company is Indian Rupee. Our exposure are mainly denominated in U.S. dollars. The USD exchange rate has changed substantially in recent periods and may continue to fluctuate substantially in the future. The company’s business model incorporates assumptions on currency risks and ensures any exposure is covered through the normal business operations. This intent has been achieved in all years presented. The company has put in place a Financial Risk Management Policy to Identify the most effective and efficient ways of managing the currency risks.
A reasonably possible strengthening / (weakening) of the Indian Rupee against US dollars at 31st March would have affected the measurement of financial instruments denominated in US dollars and affected profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. In cases where the related foreign exchange fluctuation is capitalised to fixed assets, the impact indicated below may affect the company’s income statement over the remaining life of the related fixed assets or the remaining tenure of the borrowing respectively.
Note 47 : Capital Management
The Company manages the capital structure by a balanced mix of debt and equity. Necessary adjustments are made in the capital structure considering the factors vis-a-vis the changes in the general economic conditions, available options of financing and the impact of the same on the liquidity position. Higher leverage is used for funding more liquid working capital needs and conservative leverage is used for long-term capital investments. The company calculates the level of debt capital required to finance the working capital requirements using traditional and modified financial metrics including leverage/gearing ratios and asset turnover ratios.
Commodity and other price risk
The Company is not exposed to the commodity risk.
Price risk:
The Company is exposed to price risk arising from investments held by the company and classified in the balance sheet either as fair value through profit or loss. To manage its price risk arising from investment in securities, the company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the company.
Note 48 : Operating Segments
A. Basis for segmentation
The operations of the Company are limited to one segment viz. Nutraceuticals. The products being sold under this segment are of similar nature and comprises of Premix, Brand and ESG only.
The Company has identified their Managing Director as their Chief Operating Decision Maker (CODM). The Company’s Chief Operating Decision Maker (CODM) reviews the internal management reports prepared based on aggregation of financial information of the Company on a periodic basis, for the purpose of allocation of resources and evaluation of performance. Accordingly, management has identified nutraceuticals as the only operating segment for the Company.
Note 52 : Subsequent to the financial year end, on April 20, 2026, the Company converted its outstanding Compulsorily Convertible Preference Shares (CCPS) into Equity Shares of face value of ?1/- each, in accordance with the terms of the investment agreement and the conversion ratio approved by the Board.
Consequently, the paid-up equity share capital of the Company stands increased from the said date. This capital restructuring was completed prior to the Initial Public Offering (IPO) and subsequent listing of the Company’s equity shares on the stock exchanges on June 12, 2026.
There is no impact of this conversion on the financial numbers or profitability of the Company for the financial year ended March 31, 2026, except for the necessary disclosures under Diluted Earnings Per Share (EPS).
Note 53 : Subsequent to the financial year end, the Company completed its Initial Public Offering (IPO) through a 100% Offer for Sale (OFS) of 3,08,59,704 equity shares of face value of ?1/- each at an offer price of ?45/- per share, aggregating to ?138.87 crores by the existing selling shareholders.
The equity shares of the Company were subsequently listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on June 12, 2026.
Since the issue was entirely an Offer for Sale, the Company did not receive any proceeds from the IPO. All eligible share issue expenses are being recovered from the selling shareholders in accordance with the offer agreements, and there is no impact on the financial position or profitability of the Company for the year ended March 31, 2026.
Note 54 : Scheme of Amalgamation
(A) Background
The Board of Directors at their meeting held on March 19, 2025, considered and approved to restructure the business by way of a Scheme of Amalgamation for merger (“Scheme”) whereby Hexagon Nutrition (Exports) Private Limited (“Transferor Company”) will be merged into Hexagon Nutrition Limited (“Transferee Company”). Subsequently, an application was made on May 10, 2025 to the National Company Law Tribunal (“NCLT”). The NCLT passed an order dated January 14, 2026 vide Order No. CP (CAA) No. 225 (MB) 2025 in CA (CAA) No. 141 (MB) 2025, with an appointed date of the Scheme as April 1, 2025. In accordance with the requirements of paragraph 9(iii) of Appendix C of Ind AS 103, the financial statements of the Company in respect of the previous year have been restated.
(B) Common Control Relationship
Hexagon Nutrition (Exports) Private Limited was a wholly-owned subsidiary of the Company since July 24, 2012. Accordingly, both the Transferor Company and the Transferee Company were under the common control of Mr. Arun Kelkar, Mr. Subhash Kelkar, Dr. Nikhil Kelkar and Mr. Vikram Kelkar both before and after the Scheme, and such control was not transitory. The Scheme therefore falls within the scope of Appendix C of Ind AS 103, and has been accounted for using the pooling of interests method.
(C) Accounting Treatment of the Arrangement
1. The aforesaid merger has been accounted for as per Appendix C of Ind AS 103 - Business Combinations
2. The identity of the reserves appearing in the financial statements of Hexagon Nutrition (Exports) Private Limited has been carried forward in these financial statements (Refer note 54 (F) below for the reserve-wise breakup).
3. Intercompany balances and transactions between the Company and Hexagon Nutrition (Exports) Private Limited have been eliminated on merger.
Note: 56 Additional regulatory information required by Schedule III
(a) There are no proceedings initiated or are pending against the Company any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
(b) The Company has not entered into any transactions with struck off companies under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the year.
(c) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(d) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(e) (i) The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) to or in any other person or entity, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(ii) Further, the Company has not received any funds from any person or entity, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Group shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(f) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
(g) The Company has complied with the number of layers prescribed under clause (87) of the Section 2 of the Companies Act read with the Companies (Restrictions on Number of Layers) Rule, 2017.
(h) The Company is not declared wilful defaulter by bank or financial institutions or any lender during the financial year.
(i) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained.
(j) The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and the Companies Act for the above transactions and the transactions are not in violation of the Prevention of Money-Laundering Act, 2002 (15 of 2003).
(k) The Company does not have any transaction / scheme of arrangements which requires approval from the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
(l) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.
Note 57 : Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current
year’s classification/disclosure.
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