Hexa Tradex Ltd Directors Report.

To

The Members,

Your Directors are pleased to present the 10th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2021.

1. FINANCIAL RESULTS

Particulars Current Year Previous Year
Ended March 31, 2021 Ended March 31, 2020
Gross Sales & Income from Operations 0.92 1.44
Pro t/(Loss) before Financial Cost and Depreciation (158.59) (245.95)
Less:
- Finance Cost 27.21 14.14
- Depreciation & Amortization 0.22 0.16
Pro t/(Loss) before tax (186.02) (260.25)
Provision for Income Tax and Wealth Tax (48.38) (43.25)
Net Pro t/(Loss) after tax (137.64) (217.00)
Add: Balance brought forward from previous Year 2,263.28 2,480.28
Total amount available for appropriation 2,125.64 2,263.28
Less : Appropriations
(a) Transfer to General Reserve
(b) Proposed dividend on Equity Shares
(c) Corporate Tax on dividends
Balance carried to Balance Sheet 2,125.64 2,263.28

2. REVIEW OF OPERATIONS

During the year, Company achieved Gross Sales & Income from operations of Rs. 0.92 lakhs against the Turnover of Rs. 1.44 lakhs in previous year. Since the Company has yet to achieve its optimum scale of operations, its net loss is Rs. 137.64 lakhs during the year against net loss of Rs. 217.00 lakhs in previous year. It is hope that Company would achieve greater heights in coming years.

3. DIVIDEND

No dividend has been recommended by your Directors.

4. DIVIDEND DISTRIBUTION POLICY

Your Company has adopted Dividend Distribution Policy, in compliance with the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is available on the Companys website:https://hexatradex.com/wp-content/uploads/2021/07/Dividend-Distribution-Policy.pdf. In terms of the Policy, Equity Shareholders of the Company may expect Dividend if the Company has surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend.

5. TRANSFER TO RESERVES

During the year no amount has been transferred in the reserve of the Company.

6. SHARE CAPITAL

There is no change during the year 2020-21 in the paid up equity share capital of the Company.

7. COVID-19 PANDEMIC

The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world. Global solutions are needed to overcome the challenges. The physical and emotional wellbeing of employees and stakeholders continues to be the top priority for the Company. During this ongoing pandemic we followed all the guidelines Issued in this regard by the respective States and the Central Government with regard to the operations and safety of people. The strict standard of physical distancing and hygiene were enforced.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board of Directors are duly constituted with proper balance of Non-Executive Directors and

Independent Directors with rich experience and expertise across a range of elds such as corporate finance, strategic management, accounts, legal, marketing, human resource, general management and strategy. Except the independent directors, all other directors are liable to retire by rotation as per the provisions of the Companies Act, 2013.

At the ensuing Annual General Meeting, Ms. Veni Verma, (DIN: 07586927) Director of the Company, retire by rotation and, being eligible, offer herself for re-appointment.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all

Independent Directors of the Company have enrolled themselves on the Independent Directors Databank and will undergo the online pro ciency self-assessment test within the specified timeline unless exempted under the aforesaid rules.

As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules 2014, details of Directors or Key Managerial Personnel who was appointed during the year is given below: During the year under review, Mr. Neeraj Kanagat has been resigned from the post of Whole time Director and appointed as a Chief Executive Officer designated as CEO & CFO of the Company w.e.f 10th November

2020. The Board of Directors of the Company had also appointed Mr. Rajeev Goyal, DIN (07003755) as an additional director of the Company w.e.f 10th November 2020 and Dr. Vinita Jha, DIN (08395714) as an additional director in the Capacity of Non-Executive Women Independent Director of the Company w.e.f 25th June 2021.

As per section 161 of the Companies Act, 2013, Mr. Rajeev Goyal and Dr. Vinita Jha shall hold officeup to the date of ensuing Annual General Meeting and the proposal for the regularization of the aforesaid Directors are placed for the approval of the Shareholders.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee selects the candidate to be appointed as the director on the basis of the needs and enhancing the competencies of the Board of the Company. The current policy is to have a balance of Executive, Non-executive and Independent Directors to maintain the independence of the Board, and to separate its functions of governance and management. The composition of Board of Directors during the year ended March 31, 2021 is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act, 2013. The policy of the Company on directors appointment, including criteria for determining quali cations, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company. The Policy may be accessed at the link: https://hexatradex.com/wp-content/uploads/2016/08/POLICY-ON-BOARD-DIVERSITY.pdf

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forming part of this report, has been given under separate section in the Annual Report.

10. CONSOLIDATED FINANCIAL STATEMENT

Audited annual consolidated financial statements forming part of the annual report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110 - ‘Consolidated

Financial Statements and Indian Accounting Standards (Ind AS) 28 - Investments in Associates and Joint Ventures, notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting

Standards) Rules, 2015 and as amended from time to time.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2021, the Company has one subsidiary namely Hexa Securities and Finance Company Limited (HSFCL). HSFCL is Non-Banking Financial Company registered with Reserve Bank of India. A report on the performance and financial position of HSFCL as per the Companies Act, 2013 is provided as Form

AOC-1 to the consolidated financial statement and hence not repeated here for the sake of brevity. No company has become/ceased to be the subsidiary, associate and Joint Venture during the financial year 2020-21.

The policy for determining material subsidiaries as approved may be accessed on the Companys website at the link: https://hexatradex.com/wp-content/uploads/2020/11/Policy-for-Determining-Material- Subsidiaries.pdf

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby con rmed by the Board of Directors:

a. that in the preparation of the annual accounts for the financial year ended 31st March, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that they had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the financial year and of the profit of the Company for the year ended on that period.

c. that they had taken proper and sufficient care 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. that they had prepared the accounts for the financial year ended 31st March, 2021 on a ‘going concern basis.

e. that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration of Independence from all Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of Independence.

14. BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Directors which includes criteria for performance evaluation of non-executive directors and executive directors under section 178(1) of the Companies Act, 2013. This may be accessed at the link: http://hexatradex.com/wp content/uploads/2015/08/PerformanceEvaluation.pdf. On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of same have been given in the report on corporate governance annexed hereto.

The details of programme for familiarization of Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters have been uploaded on the website of the Company at the link https://hexatradex.com/wp-content/uploads/2015/08/Familiarization-Programme-of-Independent-Direct ors.pdf

15. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by SEBI. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

16. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the

Company had not entered into material contract / arrangement / transaction with its subsidiary.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: https://hexatradex.com/wp-content/uploads/2020/11/Policy-on-Related-Party-Transaction.pdf

Your Directors draw attention of the members to notes to the financial statements which sets out related party disclosures.

17. RISK MANAGEMENT

The Board of Directors has formed Risk Management Committee which has been entrusted with the responsibility to assist (a) overseeing and approving the Companys enterprise wide risk management framework; and (b) identifying and assessing that all the risks that the organization faces such as strategic,

nancial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and to ensure that there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Board.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviours together form the Management System that governs how the Company conducts the business and manages associated risks.

18. INTERNAL FINANCIAL CONTROLS

The Company has put in place strong internal control systems in line with globally accepted practices. The processes adopted by the Company are best in class and commensurate with the size and nature of operations.

The Company has adopted risk based framework which is intended for proper mitigation of risks. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The Company has employed experienced professional to carry out the internal audits to review the adequacy and compliance to the laid down procedures to manage key risks.

The Audit Committee of the Board regularly reviews the adequacy & effectiveness of internal audit environment and implementation of internal audit recommendations including those relating to strengthening of Companys risk management policies & systems. Your Companys philosophy is of zero tolerance towards all applicable legal non-compliances.

19. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at the link: http://hexatradex.com/wp content/uploads/2016/08/CSR-Policy-Tradex.pdf.

The key philosophy of all CSR initiatives of the Company is driven by core value of inclusion. Further, as per the Rule 3 of Companies (CSR Policy) Rules, 2014, the Company has been ceased to be covered under Section 135(1) for 3 Consecutive Years. Accordingly, the Company is not required to comply with sub section 2 to 5 of Section 135 of Companies Act, 2013.

20. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 (Meetings of the Board of Directors), SS-2 (General Meetings) and SS-4 (Report of the Board of Directors) respectively, have been complied by the Company.

21. AUDITORS & THEIR REPORT STATUTORY AUDITORS

The members of the Company had appointed M/s N. C. Aggarwal & Co., Chartered Accountants as Statutory Auditors of the Company for a term of 4 (Four) consecutive years from conclusion of 6th Annual

General Meeting until the conclusion of 10th Annual General Meeting. Therefore, their appointment as auditors would be expiring at the conclusion of ensuing 10th annual general meeting and as per section 139(2) of the Companies Act, 2013, M/s N.C. Aggarwal & Co., Chartered Accountant are not eligible to appoint as the statutory auditor of the Company for any further period. Therefore, your Directors in their meeting had, based on the recommendation of Audit Committee recommend the appointment of M/s Lodha & Co., Chartered Accountant as the statutory auditor of the Company for the further period of 5 consecutive years from financial year 2021-22 to financial year 2025-26 subject to the approval of the members in the ensuing Annual General Meeting.

Auditors remarks in their report read with the notes to accounts referred to by them are self-explanatory. There have been no fraud reported by the Statutory Auditors of the Company.

SECRETARIAL AUDITOR

The Board had appointed Mr. Awanish Kumar Dwivedi of M/s Dwivedi & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2020-21. The Secretarial Audit Report for the financial year ended 31st March, 2021 is annexed herewith marked as Annexure-1 to this Report. The Secretarial Audit Report does not contain any quali cation, reservation or adverse remark.

Pursuant to the provisions on Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, Hexa Securities & Finance Company limited being a material unlisted subsidiary of your

Company had also appointed Mr. Awanish Kumar Dwivedi of M/s Dwivedi & Associates, Company

Secretaries, to conduct Secretarial Audit of the Company for the financial year 2020-21. The report issued by them is annexed herewith marked as Annexure-2.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE i. Auditors Report

There have been no frauds, quali cations, reservations or adverse remarks reported by the Statutory Auditors of the Company. ii. Secretarial Auditors Report

There are no quali cations, reservations or adverse remarks reported by the Secretarial Auditors in their report.

22. DISCLOSURE

MEETINGS OF THE BOARD

During the year under review, the Board of Director of the Company met 4 (Four) times on 27th June, 2020, 5th August, 2020, 10th November, 2020 and 5th February, 2021. The composition of Board of Directors during the year ended March 31, 2021 is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act, 2013. For further details, please refer report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

As on 31st March, 2021, the Audit Committee comprised of Dr. Raj Kamal Aggarwal (Chairman), Mr. Girish Sharma and Ms. Veni Verma, as other members. The composition of the Audit Committee is in conformity with requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the year ended 31st March, 2021, the Committee met 4 (Four) times on 27th June, 2020, 5th August, 2020, 10th November, 2020 and 5th February, 2021. For further details, please refer report on

Corporate Governance of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2021, the Nomination and Remuneration Committee comprised of Mr. Girish Sharma (Chairman), Dr. Raj Kamal Aggarwal and Ms. Veni Verma, as other members. The Chairman of the Committee is an Independent Director.

The Composition of the Nomination and Remuneration Committee is in conformity with requirements of section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year ended 31st March, 2021 the Committee met 2 (Two) times on 5th August, 2020 and 10th

November, 2020. For further details, please refer report on Corporate Governance of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31st March, 2021, the Stakeholders Relationship Committee comprised of Mr. Girish Sharma (Chairman), Dr. Raj Kamal Aggarwal and Ms. Veni Verma, as other members. The composition of the

Stakeholders Relationship Committee is in conformity with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year ended 31st March, 2021 the Committee met 3 (three) times on 18th September, 2020, 8th

February, 2021 and 25th March, 2021. For further details, please refer Report on Corporate Governance attached to this Annual Report.

INDEPENDENT DIRECTOR

During the year under review, the Independent Directors of the Company met once on 5th February, 2021. For further details, please refer Report on Corporate Governance attached to this Annual Report.

RISK MANAGEMENT COMMITTEE

The Board of Directors has formed Risk Management Committee comprised of Mr. Rajeev Goyal, Director, Mr. Ravinder Nath Leekha, Independent Director, Ms. Veni Verma, Director and Mr. Neeraj Kanagat, CEO

& CFO as members. Mr. Rajeev Goyal is the Chairman of the Committee. The Composition of the Risk

Management Committee is in conformity with requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

As on 31st March, 2021, the CSR Committee comprises of Dr. Raj Kamal Aggarwal (Chairman), Mr. Girish Sharma and Ms. Veni Verma, as other members. The Composition of the CSR Committee is in conformity with requirements of Section 135 of the Companies Act, 2013.

Further, as per the Rule 3 of Companies (CSR Policy) Rules, 2014, the Company has been ceased to be covered under Section 135(1) for 3 Consecutive Years. Accordingly, the Company is not required to comply with sub section 2 to 5 of Section 135 of Companies Act, 2013.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (LODR) Regulations, 2015. Protected disclosures can be made by a whistle blower through an e mail, or a letter to the Compliance Officer or Chief Executive Officer or to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: http://hexatradex.com/wp-content/uploads/2015/08/POLICY-VIGIL-MECHANISM.pdf

Further, No complaint was pending at the beginning of the year and no complaint was received during the period under review.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Notes to the standalone financial statements).

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

As your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption, as mentioned in the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is placed on employing techniques that result in the conservation of energy. Details on the foreign exchange earnings and expenditure of your Company appear in the Notes to Accounts.

23. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure - 3 to this Report.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The employees relations remained cordial throughout the period. There is no employees whose particulars are required to be furnish under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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 are provided in the Annual Report as Annexure-4.

25. PUBLIC DEPOSITS

The Company has not invited any public deposits during the year ended on 31st March, 2021.

26. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the Financial Year there is no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

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

The Company has a policy for prevention of sexual harassment of women at workplace and also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint received in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013 during the year under review and their breakup is as under: a) No. of Complaints led during the year ended 31.03.2021: NIL b) No. of Complaints disposed of during the financial year: NIL c) No. of pending Complaints as on 31.03.2021: NIL

28. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to concerned Departments of Central / State

Governments, Financial Institutions & Bankers, Customers and Vendors for their continued assistance and co-operation. The Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels. We are also grateful for the con dence and faith that you have reposed in the Company as its member.

For and on behalf of the Board
Place: New Delhi Dr. Raj Kamal Aggarwal
Date: 10th August, 2021 Chairman