Hexagon Nutrition Ltd Directors Report

Dear Members,

Your directors are pleased to present you the Annual Report on the operations of your company together with the Audited Accounts for the Financial Year ended 31^st March 2022.

1. FINANCIAL PERFORMANCE

The financial highlights of the audited consolidated and standalone financial statements of your Company for the financial year ended 31 March 2022 and comparison with previous financial year ended 31 March 2021 are summarized below:

(Amounts in millions)

	Consolidated		Standalone
Particulars	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Revenue from Operations	2,708.72	2,114.91	1,067.36	871.00
Other Income	38.49	39.44	14.64	22.15
Total Income	2,747.21	2,154.35	1,082.00	893.15
Total Expenses	2,436.02	1,861.87	966.46	829.28
Profit/(loss) Before Exceptional Items and Tax	311.19	292.48	115.54	63.87
Profit Before Tax	324.57	311.45	125.87	74.93
Less: Tax expense:
Current tax	86.05	71.88	30.00	11.57
Reversal for Current Tax of Earlier Years	5.11	11.15	0.62	(0.80)
Deferred Tax Charge/ (Credit)	0.25	(0.22)	5.92	7.27
Profit for the Year (A)	233.16	228.64	89.33	56.89
Other Comprehensive Income for the year, Net of Tax (B)	1.62	2.71	2.04	2.10
Total Comprehensive Income for the Year (A+B)	234.78	231.35	91.37	58.99

1. Standalone results:

During the financial year, the revenue from operations increased from Rs. 871 million (Eight Hundred Seventy-One million) to Rs. 1067 million (One Thousand Sixty-Seven million) i.e. total increase by Rs. 196/- millions (Rupees One Hundred Ninety-Six million) and simultaneously the total expenses increased by Rs. 137 million (Rupees One Hundred Thirty-Seven million) as a result, the net profit of the Company for the financial year 202122 increased by Rs. 32 million (Rupees Thirty-Two million) i.e., from Rs. 56/- million (Rupees Fifty-Six million) (in FY 2020-21) to Rs. 89/- million (Eighty-Nine million) (in FY 2021-22) as on 31^st March 2022.

ii. Consolidated Results:

During the financial year, the revenue from operations increased from Rs. 2115 million ( Two Thousand One Hundred Fifteen million) to Rs. 2709 million (Two Thousand Seven Hundred Nine million) as compared to previous year.

Further the total expenditure has been increased by 30.84% as compared to previous year. In view of the same, the consolidated net profit as on 31^st March 2022 arrived at Rs. 233.16/- million (Rupees Two Hundred Thirty-Three million) with the increase of Rs. 4.52/- million (Rupees Four million) over the previous year.

2. 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 70 other nations. Our product offering is primarily divided into the following 3 segments:

i. Branded nutrition products/ clinical nutrition products (B2C segment): We offer branded wellness and clinical nutrition products encompassing daily nutritional requirement across demographies from pediatric to geriatric nutrition. Additionally, the products in this segment also address nutritional deficiency for chronic as well as nonchronic ailments, including, nutrition support for faster recovery for the hospitalised and critically ill patients. Our PENTASURE brand caters to adult wellness and clinical nutrition, OBESIGO brand caters to weight management and PEDIAGOLD brand caters to pediatric nutrition management. We differentiate our products from our competitors by offering unique whey-based formulations and disease-specific nutritional products. Our branded products are distributed across India through offline and online channels and are exported to around 20 countries.

ii. Premix formulations (B2B2C segment): We are the largest premix player in India and one of the top ten players globally that offer customized micronutrient formulation in the form of vitamin and mineral premixes that are supplied to Indian and multi-national FMCG players for fortification of consumer products including malted health beverages, biscuits, dairy products, spreads, flour and edible oils. Our premixes are supplied to marquee clients in FMCG Sector.

We develop our premixes in conjunction with our clients to preserve the organoleptic properties of the products such as taste and texture while adding to its nutritional value.

iii. Ready to use foods ("RUFs") and Micronutrient Powder ("MNPs") (ESG segment): We offer therapeutic foods in two forms:

a. RUFs: We provide nutrient dense RUFs in paste form with added minerals and vitamins to treat childhood malnutrition and complement the diets of expectant and nursing mothers. Our ready to use therapeutic food (RUTF) and ready to use supplementary food (RUSF) products are used to treat severe acute malnutrition and moderate acute malnutrition, respectively. Through long-term agreements, our RUF goods are distributed internationally to organisations like UNICEF and Rwanda Medical Supply, among others.

b. MNPs: We provide MNPs to government agencies like Rwanda Medical Supply and UNICEF, among others, who aim to have a social impact by dispersing these items for inhome food augmentation.

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 and www.obesigo.com, which meet various consumer preferences, strengthen our pan-India omnichannel distribution capability. Through our more than 100-member sales force, our company aimed to suggest our brands to 12,000 or so healthcare professionals across India for the period ending March 31, 2022. Our regional distributors in Latin America, Southeast Asia, Africa, and the Middle East now make up around 25 of our distribution networks, which has grown over the years. We have three foreign offices: one each in Hong Kong, South Africa, and Uzbekistan. As of March 31, 2022, we had exported goods to around 70 nations, including South Africa, Malaysia, Ethiopia, France, French Polynesia, Ghana, Indonesia, Kenya, Madagascar, Mozambique, Papua New Guinea, Nigeria, the Philippines, Qatar, Russia, the United Arab Emirates, Angola, Mauritius, and Brazil. We take part in several marketing campaigns to increase market share and brand recognition for our products. We also engage in direct promotional activities including marketing our products online in addition to utilizing and involving our distribution network for marketing initiatives.

We have three manufacturing facilities, in Nasik (Maharashtra), Chennai (Tamil Nadu) and Thoothukudi (Tamil Nadu). These facilities are strategically located offering close proximity to the ports and duty-free imports across Chennai and Thoothukudi which are located in SEZ. During the year under review, we have established our new manufacturing facility at Uzbekistan with the capacity of 100 MT per months. Our integrated and well-defined manufacturing processes help us to consistently maintain the quality of the products. We adhere to stringent quality and food safety criteria throughout the production chain from the procurement of raw materials to the finished product. Our Indian manufacturing facilities have received various certifications and accreditations, including the Food Safety System Certificate FSSC 22000 consisting of ISO 22000:2018, ISO/TS220002-1 2009 and Addition FSSC 22000 requirement, registration certificate from Jamiat Ulama Halal Foundation, Good Manufacturing Practice certification, ISO 9001:2015 certification and Halal certification, from various local and international accreditation agencies validating our process and quality consistency which are also globally accepted and quality standards for specified products.

Further, during the financial year the Company has amended object clause of Memorandum of Association in line with its existing object in furtherance to change in the legal status of the Company to "Public Limited".

3. STRATEGIC INITIATIVES DURING THE YEAR UNDER REVIEW AND TILL THE DATE OF THIS REPORT

A) Change in the Legal Status of Company from Private Limited to Public Limited

The Board of Directors, with view to seek public funding for further expansion of the business approved conversion of the Company from "Private Limited to "Public Limited", leading to consequent amendments to the Memorandum of Association and Articles of Association of the Company.

Your Board take immense pleasure in announcing that the Legal Status of Company has changed from "Private Limited to Public Limited" vide new Certificate of Incorporation issued by Registrar of Companies, Mumbai dated 15^th November 2021. Accordingly, the name of the Company has been changed to "Hexagon Nutrition Limited".

B) Initial Public Offering & Listing of Equity Shares of the Company

The Company has received approval of Securities Exchange Board of India ("SEBI") on 4^th March 2022 for the Draft Red Herring Prospectus ("DRHP") dated 23^rd December 2021 filed by the Company in relation to the IPO, which is valid for a period of one year. Accordingly, the Company will soon be coming up with its Initial Public offering ("IPO").

M/s Equirus Capital Private Limited and M/s SBI Capital Markets Limited have been appointed as the Book Running Lead Manager ("BRLMs"), the latter being the Lead Manager for the said IPO. The Company has also appointed various other Intermediaries to enable smooth launch of the IPO and has also constituted IPO Committee at the meeting of Board of Directors held on 17^th November 2021.

Your Company needs your continuous support, trust, and faith to grow and expand globally.

4. DIVIDEND:

i. Dividend on Preference Shares

In terms of the provisions of Articles of Association and Compulsorily Convertible Preference Shares (CCPS) issue, the Company is required to pay a dividend on CCPS for every financial year of 0.0001% to CCPS Shareholders. Accordingly, the Board recommends 0.0001% dividend on CCPS amounting to Rs. 123/- (Rupees One hundred and twenty-three only) to CCPS shareholders for FY 2021-22. The same shall be subject to shareholders approval at the 29^th AGM.

ii. Dividend on Equity Shares

The Board recommends Final Dividend of Rs. 0.15/- per equity share of the face value of 1/- each fully paid up for the Financial Year ended 31st March 2022. Further, in terms of the Shareholders Agreement, the CCPS holders are entitled to a proportionate amount of equity dividend for the CCPS shares held by them. Accordingly, an additional dividend of Rs. 0.15/- per CCPS shares of Rs. 10/- shall be payable to CCPS holders on declaration of dividend on Equity Shares. The total cash outflow towards the Dividend payment for the Company shall be Rs.18.41/- million.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders and accordingly payment will be made after deduction of tax at source, if applicable.

The dividend on Equity Shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

5. SHARE CAPITAL

During the year under review, in view of expansion of the operations, forthcoming Initial Public offer of the Shares of the Company, change in legal status of the Company, i.e. conversion from Private Limited to Public Limited and in the best interest of the Company, the shareholders at their meeting held on 14^th October 2021 approved the increase in authorised share capital of the Company from existing Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) to Rs. 27,50,00,000/- (Rupees Twenty-Seven Crores Fifty Lakhs Only) by the creation of additional 2,50,00,000 (Two Crores Fifty Lakhs Only) equity shares.

The Authorized Share Capital and Paid-up Share Capital of the Company as on 31st March 2022 and as on the date of this Report is as under:

Details of Capital Structure	Number of Shares
Authorized Share Capital	27,50,00,000
Equity Shares	15,00,00,000
Preference Shares	12,50,00,000
Issued, Subscribed and Paid-up Capital
Equity Shares	11,05, 02,404
Preference Shares	12,20,82,120

During the financial year 2021-22, the Company has not issued or allotted any equity shares.

6. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES

The Board has decided not to transfer any amount to the General Reserves. The profits earned during the financial year have been retained in the Profit & Loss Account of the Company for business and operations of the Company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At present, the Board of Directors of your Company comprises of 10 (Ten) Directors out of which 5 (Five) are Executive Non-Independent Directors and 5 (Five) are Non-Executive Independent Directors including 2 (two) Woman Directors. The Chairman of the Board of Directors is an Executive Director. The Board composition is in compliance with the requirements of Companies Act and the Listing Regulations.

During FY 2021-22 the composition of Board was as under:

Sr. Name No.	DIN	Designation	Particulars
1. Arun Purushottam Kelkar	00171276	Chairman and Executive Director	Appointed as the Permanent Chairman of the Company 29th September 2021
2. *Subhash Purushottam Kelkar	00177280	Executive Director	Re-designated as Executive Director on 29th September 2021
3. Vikram Arun Kelkar	02302364	Managing Director	Appointed as Managing Director w.e.f. 28th June 2019 for the term of 5 years
4. Nikhil Arun Kelkar	02302369	Jt. Managing Director	Re-appointment as a Joint Managing Director for a period of five years with effect from 1st April 2022.
5. Aditya Subhash Kelkar	02312705	Executive Director	Re-designated as Executive Director on 29th September 2021
6. Mayur Sirdesai	02830863	Non-Executive Director	Mr. Mayur Sirdesai ceased to be Director w.e.f. 17 November 2021
7. Aparna Sharma	07132341	Independent Director	Appointed w.e.f. 17th November 2021
8. Chandra Prakash Jain	01079553	Independent Director	Appointed w.e.f. 17th November 2021
9. Neeraj Kata re	07227648	Independent Director	Appointed w.e.f. 17th November 2021
10. Sunil Sudhakarrao Deshmukh	05210882	Independent Director	Appointed w.e.f. 7th December 2021
11. Ashlesha Ashok Parchure	06593021	Independent Director	Appointed w.e.f. 7th December 2021

*Mr. Subhash Purushottam Kelkar being liable to be retire by rotation in ensuing Annual General Meeting and offers himself for the reappointment.

Key Managerial Personnel ("KMP")

Following are the KMPs of the Company as on date of this Boards Report:

S. Name No.	Designation
1 Mr. Arun Purushottam Kelkar	Chairman and Executive Director
2 Mr. Vikram Arun Kelkar	Managing Director
3 Dr. Nikhil Arun Kelkar	Joint Managing Director
4 Mr. Subhash Purushottam Kelkar	Executive Director
5 Mr. Aditya Subhash Kelkar	Executive Director
6 Mr Gumanmal Jain	Chief Financial Officer (w.e.f 6/09/2021}
7 Ms. Poonam Sharma	Company Secretary & Compliance Officer (w.e.f 03/09/2021)

8. BOARD MEETINGS

During the year under review, 7 (seven) meetings of the Board of Directors were convened through audio and video conference ("VC") in accordance with the Circulars and framework issued by the Ministry of Corporate Affairs ("MCA") and Securities and Exchange Board of India ("SEBI") as under:

S. Date of meeting No.	No. of Directors required to attend the meeting	No. of Directors who attended the meeting
1 June 7, 2021,	5	5
2 September 3, 2021	5	5
3 October 5, 2021	5	5
4 November 17, 2021	5	5
5 December 7, 2021	8	7
6 December 22, 2021	10	10
7 March 31, 2022,	10	10

The gap between two board meetings was within the limits prescribed under the Companies Act 2013 and the Listing Obligation and Disclosure Requirements. The required quorum was present at all the above-mentioned meetings. Due to business exigencies, certain decisions were taken by the Board by way of resolutions passed through circulation, from time to time.

9. ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND ANNUAL GENERAL MEETING ("AGM") OF THE COMPANY HELD DURING FINANCIAL YEAR ENDED MARCH 31, 2022, IS GIVEN BELOW:

S. Name of Director no.	No. of meetings attended (No. of Board Meetings held during the tenure of Directorship)	Attendance in previous AGM held on 29th September 2021
1 Mr. Arun Purushottam Kelkar	7(7)	Yes
2 Mr. Vikram Arun Kelkar	7(7)	Yes
3 Dr. Nikhil Arun Kelkar	6(7)	Yes
4 Mr. Subhash Purushottam Kelkar	7(7)	Yes
5 Mr. Aditya Subhash Kelkar	7(7)	Yes
6 Mr. Chandra Prakash Jain	3(3)	Not Applicable
7 Ms. Aparna Sharma	3(3)	Not Applicable
8 Mr. Neeraj Katare	3(3)	Not Applicable
9 Ms. Ashlesha Parchure	2(2)	Not Applicable
10 Mr. Sunil Deshmukh	2(2)	Not Applicable

10. COMMITTEES OF BOARD

The Board of Directors, in compliance with the requirements of various laws applicable to the Company, as part of good corporate governance practices and for operational convenience, constituted several committees in the Board Meeting held on Wednesday,

17^th November 2021 to deal with specific matters and has delegated powers for different functional areas to different Committees.

The Board of Directors has amongst others, constituted following committees:

1. IPO Committee,

2. Audit Committee,

3. Risk Management Committee,

4. Nomination & Remuneration Committee,

5. Corporate Social Responsibility Committee,

6. Stakeholders Relationship Committee and

7. POSH Internal Complaint Committee.

The composition of the committees is as under:

i. IPO Committee

The Board of Directors at the meeting held on 17^th November 2021 constituted IPO Committee to facilitate the ease of carrying out and completing various legal, statutory and procedural formalities in relation to the Initial Public Offer.

During the year under review, the Committee met on 23^rd December 2021 to approve the Draft Red Herring Prospectus ("DRHP") which the Company intended to file with Securities & Exchange Board of India ("SEBI"). The Composition of IPO Committee and the details of attendance of Committee members held during the year under review are as under:

S. Name of member No.	Designation	No. of meetings attended (No. of meetings held during the tenure of membership)
1 Mr. Arun Purushottam Kelkar	Member	KD
2 Mr. Vikram Arun Kelkar	Member	1(1)
3 Dr. Nikhil Arun Kelkar	Member	KD
4 Mr. Mayur Sirdesai	Observer	1(1)

ii. Audit Committee

The Board was at the meeting held on 17^th November 2021 constituted Audit Committee pursuant to the provision of Section 177 of the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligation and Disclosure Requirement), 2015. The Composition of Committee as on 31^st March 2022 was as follows:

During the year under review, the Committee met two times after its constitution, i.e., on 7^th December 2021 and 31^st March 2022. The Composition of Audit Committee and the details of attendance of Committee members held during the year under review are as under:

S. Name of member No.	Designation	No. of meetings attended (No. of meetings held during the tenure of membership)
1 Mr. Chandra Prakash Jain	Chairperson	2(2)
2 Mr. Neeraj Katare	Member	2(2)
3 Dr. Nikhil Kelkar	Member	1(2)

iii. Risk Management Committee

The Board was at the meeting held on 17^th November 2021 constituted a Risk Management Committee pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Composition of Committee as on 31^st March 2022 was as follows:

S. Name of member No.	Designation
1 Mr. Chandra Prakash Jain	Chairperson
2 Mr. Vikram Kelkar	Member
3 Dr. Nikhil Kelkar	Member

No meeting of Risk Management Committee was held during the year under review,

iv. Nomination & Remuneration Committee

The Board was at the meeting held on 17^th November 2021 constituted Nomination and Remuneration Committee pursuant to the applicable provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement), 2015. The Composition of Committee as on 31^st March 2022 was as follows:

S. No. Name of member	Designation	No. of meetings attended (No. of meetings held during the tenure of membership)
1 Ms. Aparna Sharma	Chairperson	2(2)
2 Mr. Chandra Prakash Jain	Member	2(2)
3 Mr. Neeraj Katare	Member	2(2)
4 Mr. Vikram Kelkar	Invitee	2(2)

During the year under review, the Committee met two times after its constitution, i.e., on 7^th December 2021 and 31^st March 2022. The Composition of Nomination and Remuneration Committee and the details of attendance of Committee members held during the year under review are as under:

v. Corporate Social Responsibility Committee

In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy)Rules, 2014 ("CSR Rules"), the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee and considering your Companys philosophy of being a responsible corporate citizen, the Board of Directors adopted a CSR Policy which lays down the principles and mechanism for undertaking various projects / programs as part of Companys CSR activities.

The Board was at the meeting held on 17^th November 2021 reconstituted the existing Corporate Social Responsibility (CSR) Committee pursuant to the provision of Section 135 of Companies Act, 2013 and rules made thereunder.

During the year under review, the Committee met on 31^st March 2022 to take note of the CSR activities done by the Company and other related aspects. The reconstituted Composition of CSR Committee and the details of attendance of Committee members held during the year under review are as under:

The reconstituted Committee composition as on 31^st March 2022 was as under:

Sr. No Name	Designation	No. of meetings attended (No. of meetings held during the tenure of membership)
1. Mr. Arun Kelkar	Chairperson	1(1)
2 Mr. Vikram Kelkar	Member	1(1)
3. Ms. Aparna Sharma	Member	1(1)

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.

vi. Stakeholders Relationship Committee

In view the proposed listing of the Company, The Board was at the meeting held on 17^th November 2021 constituted a Stakeholders Relationship Committee under Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements), 2015.

No meeting of Stakeholder Relationship Committee was held during the year.

The Composition of Committee as on 31^st March 2022 was as follows:

S. No. Name of member	Designation
1 Ms. Aparna Sharma	Chairperson
2 Mr. Neeraj Katare	Member
3 Mr. Arun Kelkar	Member

vii. POSH Internal Complaint Committee

Consistent with its core values, your Company is committed to create an environment in which all individuals are treated with respect and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors constituted an Internal Complaints Committee, in compliance with the provisions of the Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

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.

During the year under review, The Committee met on 22^nd March 2022 and no complaints related to sexual harassment were received by the Internal Complaints Committee and the Regional InternalComplaints Committees.

11. EVALUATION OF BOARD

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, 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 2021-22.

The Independent Directors in a separate meeting held on 25^th March 2022 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 2021-22.

Outcome and Results of Evaluation

All members of the Nomination & Remuneration Committee Directors of the Company as on 30^th June 2022 participated in the evaluation process. The Nomination and Remuneration Committee evaluated the performance of Board as a whole, Board Committees, Directors, and the Chairman of the Company.

The Committee expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise and the outcome of the evaluation process.

The evaluation exercise for the financial year 2021-22 inter alia, concluded that Independent Directors appointed on the Board fulfilled the criteria of Independence as set out in the SEBI Listing Regulations and the Act, the Board conducts its affairs effectively and has the right mix of background, capabilities, competencies, qualifications, experiences, and time to serve the Company, the Board operates in a cohesive atmosphere of openness and trust. The Committee members confirmed that all Board members understood their role as Director, as distinct from management and that all Board members participated effectively and openly in Board discussions. The Chairperson was very much competent of handling the responsibilities he had excelled in all the criteria on which he was evaluated. The performance of Independent Directors was also marked as excellent.

Suggestions provided to enhance the Boards effectiveness have been noted and taken up for implementation.

12. FAMILIRISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations the Company has adopted and put in place a Familiarization Programme for Independent Directors to familiarize Independent Directors inter-alia with the industry in which your Company and its subsidiaries operate, the Companys business model and its operations in order to give them an insight into the Companys business andits functioning. A formal letter of appointment is given to Independent Directors at the time of their appointment which lays down the fiduciary duties, roles and responsibilities of an Independent Director. The terms and conditions of appointment of Independent Directors is available on the website of the Company at https://hexaQonnutrition.com/pdf-code-of-independent-directors/.

Details of familiarization programs imparted to the Independent Directors during the year under review including details of number of programs and number of hours spent by each Independent Director are hosted on the website of the Company at

https://hexaQonnutrition.com/familiarization-proQram-of-independent-directors/.

13. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

a) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed and no material departures have been made from the same.

b) Such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for that period.

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

d) The annual accounts of the Company have been prepared on a going concern basis.

e) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. INVESTMENT IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March 2022, the Company has 4 (Four) Wholly Owned Subsidiaries in India and 3 (three) oversees. Further, the Company also has one Associate Company. The same are as follows:

S. No. Name of Company	Subsidiaries, Joint Ventures and Associate Companies
1 Hexagon Nutrition (Exports) Private Limited	Wholly Owned Subsidiary
2 Hexagon Nutrition (International) Private Limited	Wholly Owned Subsidiary
3 Hexagon Nutrition Healthcare Private Limited	Wholly Owned Subsidiary
4 Nutralytica Research Private Limited	Wholly Owned Subsidiary
5 Hexagon Nutrition China Limited, Hong Kong	Wholly Owned Subsidiary
6 Hexagon Nutrition (Pty) Limited, South Africa	Wholly Owned Subsidiary
7 Hexagon Nutrition Limited Liability Company, Uzbekistan	Wholly Owned Subsidiary
8 Sunrise Nutrition Private Limited	Associate Company

During the year, the following changes were undertaken in respect of the Subsidiary and Associate Companies:

The Company has filed an application before NCLT for merger of Nutralytica Research Private Limited, 100% subsidiary of the company with Hexagon Nutrition Limited and the same is under process. Final order is awaited from National Company Law Tribunal ("NCLT")

15. AUDITORS

i. Statutory Auditors:

M/s. Bhuwania & Agrawal Associates, Chartered Accountants (Firm Registration: 101483W) were appointed in the (26^th) Annual General Meeting held which was held on 23^rd August 2019 to act as a Statutory Auditor of the Company till the conclusion of the Annual General Meeting to be held in the financial year 2024.

M/s. Bhuwania & Agrawal Associates, Statutory Auditors in their report(s) on the audited Standalone and Consolidated financial statements of your Company for the financial year ended March 31, 2022, have not submitted any qualifications, reservations, adverse remarks, or disclaimers.

During the year under review, the Statutory Auditors have not reported any instances of fraud in theCompany committed by officers or employees of the Company to the Audit Committee.

ii. Cost Auditors:

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 The Company has appointed Mr. Mayur Shinde & Associates, Cost Accountants for the Financial Year 2021-22.

The Cost auditor submitted their draft report the same was presented to the board and There are no comments, remarks or observations in the report of the Cost Auditors.

iii. Secretarial Auditors:

As per the provisions of Section 204(1) of the Companies Act, 2013 the Secretarial Audit is not applicable to the company for FY 2021-22.

16. WHISTLE BLOWER MECHANISM

In terms of Section 177(9) and Section 177( 10) of the Act and the Listing Regulations, 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 for adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.

In terms of requirements of the Listing Regulations and provisions of the Act, the Board of Directors adopted a codified Whistle Blower Policy / Vigil Mechanism inter-alia to provide a mechanism for Directors and employees of the Company to approach the Audit Committee and to report genuine concerns related to the Company and to provide for 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://hexaqonnutrition.com/pdf-viail-mechanism-whistle-blower- policv/.

17. 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, 2022 is available on the website of the Company at

https://hexaaonnutrition.com/pdf-annual-return-2/.

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

In terms of the provisions of the Companies Act 2013 and the Listing Obligation and Disclosure Requirements the Board of Directors adopted Related Party Transaction Policy on 17^th November 2021 as amended and adopted in the Board Meeting held on 30^th June 2022 to ensure obtaining of proper approvals and reporting of transactions with related parties.

During the year under review, the Company entered into related party transactions with its subsidiary and Associate Companies as prescribed in Section 188 of the Act read with Companies (Meetings of the Board and its Powers) Rules, 2014, were entered by your Company. Accordingly, the disclosure of related partytransactions as required under Section 134(3)(h) of the Act in Form AOC-2 are annexed as Annexure III to this Board Report. The transactions were entered in the ordinary course of business, were of repetitive i n nature and were entered into at arms length price.

Further, during the year under review, the Company had not entered into transactions with related parties which could be considered to be material in accordance with the Related Party Transaction Policy of the Company. All other transactions with related parties, during the year under review, were in compliance with the Related Party Transaction Policy of the Company.

19. DEPOSITS

During the financial year 2021-22, 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.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of Energy:

The company is fully committed for energy conservation in its various operations and has a dedicated management for constant monitoring and analysing energy consumption. Various projects are taken year on year to reduce energy consumption and improve energy efficiency. The management is working with systematic approach towards energy conservation.

(b) Technology Absorption:

The Company is undertaking adequate steps in technology up gradation and to enhance the usage of advance technology for its products and activities. Brief efforts are taken to incorporate, adapt, and innovate using technology. In order to continually develop the research, investments have been made in world-class consultants, sponsored research, adding the newest technology, and engaging scientifically trained and experienced labour.

(c) Foreign Exchange Earnings/Outgo:

Foreign Exchange Inflows: 154.37 million Foreign Exchange Outflows: 98.42 million

21. 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.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Companys well-defined organizational structure, documented policies, defined authority matrix and internal controls ensure efficiency of operations, compliance with internal system / policies and applicable laws.

The Board of Directors at the meeting held on 17^th November 2021 constituted the Risk Management Committee which shall be monitoring the internal controls system / policies of your Company. It shall periodically review various risks associated with the business of the Company along with risk mitigantsand ensure that they have an integrated view of risksfaced by the Company.

The Board of Directors are of a view that your Companys internal control systemsare commensurate with the nature of its business, size and complexity of operations. They have reviewed the internal policies and procedures of the Company in respect to financial statements on a regular basis to ensure that there is an orderly and efficient conduct of business and prevention of detection of frauds and errors.

23. 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. 5, note no. 6, note no. 11 and note no. 15 to the Financial Statements, which forms a part of the Annual Report.

24. 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 are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the FY 2021-22 and the date of this report except the following:

i) The Board of Directors vide their meeting held on 30^th June 2022 approved revision in the remuneration of Mr. Arun Kelkar, Mr. Vikram Kelkar, Mr. Nikhil Kelkar, Mr. Subhash Kelkar and MR. Aditya Kelkar, Directors of the Company which is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

ii) The Board vide resolution by circulation dated 13^th June 2022 approved revision in the remuneration of Mr. Gumanmal Jain, Chief Financial Officer and Mrs. Poonam Sharma, Company Secretary of the Company with effect from 1^st April 2022 in terms of Nomination and Remuneration Policy of the Company.

iii) The Board approved a working capital loan of USD 1,00,000 to Hexagon Nutrition LLC, Uzbekistan a 100% subsidiary of the Company for carrying out the necessary capital expenditure.

iv) loan in foreign currency to Hexagon Nutrition LLC of USD 6,00,000.

v) . commercial production has been started in our Uzbek facility with effect from 10^th May 2022.

25. OTHER DISCLOSURES:

(a) There are no frauds reported under Section 143 of the Companies Act, 2013 by any of the Auditors of the Company.

(b) The Company has complied with the provisions of the Secretarial Standards issued by ICSI.

(c) The Company has not issued any Sweat Equity Shares or Shares with Differential Voting Rights during the period of this Report.

(d) The Board granted 1,25,000 Employee Stock Options (ESOP) under the HNPL ESOP Scheme, 2018 to identified employees of the Company, the said options are to be exercised after 1^st of October 2022 as per the grant letter issued to employees. The details of outstanding options are enclosed with this report as "Annexure-IV"

(e) The Company is not required to appoint any Internal Auditor in terms of the provisions of Section 138 of the Companies Act, 2013.

(f) The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors.

(g) There was no revision of financial statements and Boards report of the Company during the year under review

(h) During the year under review, there is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(i) There was no instance of any one-time settlement from the banks or financial institutions

APPRECIATION AND ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India, and other Regulatory Authorities, the BSE Limited, the National Stock Exchange of India Limited, the Depositories, Bankers, Financial Institutions, Members and Customers of the Company for their continued support and trust. Your directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued robust performance on all fronts.

For and on behalf of the Board of Directors
For Hexagon Nutrition Limited
Sd/-	Sd/-
Mr. Arun Purushottam Kelkar	Mr. Vikram Kelkar
Chairman & Executive Director	Managing Director
DIN - 00171276	DIN-02302364
Place: Mumbai Date: 03-09-2022