Hexagon Nutrition Ltd Directors Report

Dear Members,

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

1. FINANCIAL PERFORMANCE

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

(Amounts in Rs Millions)

Particulars	Consolidated		Standalone*
Financial Year	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	3,826.28	3,249.29	3,191.20	2,674.47
Other Income	119.38	63.58	152.14	100.82
Total Income	3,945.66	3,312.87	3,343.34	2,775.29
Total Expenses	3,436.92	2,967.76	2,834.47	2,407.96
Profit/loss) Before Exceptional Items and Tax	508.74	345.11	508.87	367.33
Profit Before Tax	511.80	337.16	512.43	364.72
Less: Tax expense	132.43	94.11	130.95	95.03
Current tax	133.58	96.77	133.03	96.75
Deferred Tax Charge/ (Credit)	(1.15)	(2.66)	(2.08)	(1.72)
Profit for the Year (A)	379.37	243.05	381.48	269.69
Other Comprehensive Income for the year, Net of Tax (B)	11.75	(10.69)	7.12	(0.65)
Total Comprehensive Income for the Year (A+B)	391.12	232.36	388.60	269.04
Earnings Per Share
Basic	3.43	1.75	3.45	1.99
Diluted	3.09	1.75	3.10	1.99

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

I. STANDALONE RESULTS:

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

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

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

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

II. CONSOLIDATED RESULTS:

During the financial year 2025–26, the Groups revenue from operations stood at Rs 3,826.28 million, as compared to Rs 3,249.29 million in the previous financial year 2024–25.

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

2. COMPANY AFFAIRS:

Listing of Equity Shares

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

3. OPERATIONS AND FUTURE OUTLOOK OF THE COMPANY

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

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

Our branded products have shown a phenomenal YOY growth of 23.74% crossing Rs 100 Cr mark over all geographies and formats. This growth is primarily driven by increased demand in the hospitals, pharmacy chains and enhancement of distribution network. Our E commerce business had improved due to availability, visibility and fulfilment driven through major e commerce platforms. Due to various options available to the consumers to make a choice from SKUs and Packs had further contributed to increase in revenue.

II. PREMIX FORMULATIONS (B2B2C SEGMENT):

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

III. ESG SEGMENT:

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

IV. FOCUSED ON RESEARCH & DEVELOPMENT:

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

V. Global Presence:

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

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

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

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

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

5. DIVIDEND:

i. Dividend on Preference Shares

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

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

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

ii. Dividend on Equity Shares

The Board of Directors has recommended a dividend of Rs0.30 (Rupees Zero and Thirty Paise only) per equity share (0.3%) for the financial year ended March 31, 2026, subject to the approval of the Members at the ensuing Annual General Meeting. The dividend if approved, would entail a payout of approximately Rs 3,68,75,433.

The Board has considered the Companys strategic focus on conserving cash resources to meet its ongoing capital expenditure requirements while also ensuring that shareholders participate in the Companys performance. Accordingly, the proposed dividend has been recommended at Rs0.30 per equity share, while retaining sufficient internal accruals to support the Companys future growth initiatives and further strengthen its financial position.

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

6. TRANSFER OF UNCLAIMED

DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

7. SHARE CAPITAL

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

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

Details of Capital Structure	Number of Shares
Authorized Share Capital
Equity Shares having face value of Rs 1/-	15,01,00,000
Preference Shares having face value of Rs 10/- Issued, Subscribed and Paid-up Capital	1,25,00,000
Equity Shares having face value of Rs 1/-	11,06,27,404
*Preference Shares having face value of Rs 10/-	12,208,212

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

Details of Capital Structure	Number of Shares
Authorized Share Capital
Equity Shares having face value of Rs 1/-	15,01,00,000
Preference Shares having face value of Rs 10/-	1,25,00,000
Issued, Subscribed and Paid-up Capital
Equity Shares having face value of Rs 1/-	12,29,18,109
Preference Shares having face value of Rs 10/-	-

8. DEMATERIALIZATION OF SHARES

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

9. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Presently, the composition of the Board as on the date of this Board Report is as under:

Name	DIN	Designation
1 Mr. Arun Purushottam Kelkar	00171276	Chairman & Executive Director
2 Mr. Vikram Arun Kelkar	02302364	Managing Director
3 Dr. Nikhil Arun Kelkar	02302369	Joint Managing Director
4 Dr. Nimesh Pratap Shukla	10974257	Independent & Non-Executive Director
5 Dr. Meena Bipinchandra Mehta	10974239	Independent & Non-Executive Director
6 Ms. Aparna Deepak Sakpal	10345258	Independent & Non-Executive Director
7 Mr. Keval Mahendra Shah	07649694	Independent & Non-Executive Director
8 Ms. Payal Yash Gaglani	08546549	Independent & Non-Executive Director
9 Mr. Raghunath Sawant	11863172	Additional Executive Director

Changes in the composition during the year and till the date of this report are as follows:

Name	DIN	Designation	Particulars
1 Mr. Aditya Subhash Kelkar	02312705	Non-Executive Director	Mr. Aditya Kelkar resigned from the Board w.e.f. 06thRsJuly 2026
2 Mr. Subhash Purushottam Kelkar	00177280	Executive Director	Mr. Subhash Purushottam Kelkar resigned from the Board w.e.f. 06th July 2026
3 Mr. Raghunath Sawant	11863172	Additional Executive Director	Mr. Raghunath Sawant (DIN: 11863172) was appointed as an Additional Executive Director of the company w.e.f. August 12, 2026 for 5 years subject to approval of the Members at the ensuing AGM

Director/s being liable to be retire by rotation in ensuing Annual General Meeting:

Name	DIN	Designation
1 Dr. Nikhil Arun Kelkar	02302369	Joint Managing Director

The Board recommends the re-appointment of Dr. Nikhil Arun Kelkar at the ensuing AGM.

Key Managerial Personnel ("KMP")

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

Name	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 Ms. Vedanti Swapnil Vartak	Company Secretary & Compliance Officer
5 Mr. Soman Nemai Jana	Chief Financial Officer

ii) Appointment, Re-appointment and Resignation of Directors

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

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

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

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

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

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

11. BOARD MEETINGS

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

Date of meeting	No. of Directors required to attend the meeting	No. of Directors attended the meeting
20th May 2025	10	8
02nd June 2025	10	9
27th June 2025	10	10
31st July 2025	10	9
22nd August 2025	10	10
23rd September 2025	10	8
30th October 2025	10	8
25th November, 2025	10	10
13th January, 2026	10	10
17th February, 2026	10	10

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

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

Name of Director	No. of meetings attended (No. of Board Meetings held during the tenure of Directorship)	Attendance in previous AGM held on 22nd September 2025
Mr. Arun Purushottam Kelkar	9 (10)	Yes
Mr. Vikram Arun Kelkar	9 (10)	Yes
Dr. Nikhil Arun Kelkar	10 (10)	Yes
Mr. Subhash Purushottam Kelkar	8 (10)	Yes
Mr. Aditya Subhash Kelkar	9 (10)	Yes
Dr. Nimesh Pratap Shukla	8 (10)	No
Dr. Meena Bipinchandra Mehta	9 (10)	No
Ms. Aparna Deepak Sakpal	10 (10)	Yes
Ms. Payal YashRsGaglani	10 (10)	Yes
Mr. Keval MahendraRsShah	10 (10)	Yes

13. COMMITTEES OF BOARD

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

i. Audit Committee

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

Name of member	Designation	No. of meetings attended (No. of meetings held during the year)
1 Ms. Aparna Deepak Sakpal	Chairperson & Member	7(7)
2 Mr. Keval Mahendra Shah	Member	7(7)
3 Ms. Payal Yash Gaglani	Member	7(7)

ii. Risk Management Committee

The Risk Management Committee of the Board was reconstituted on 17^th November 2021. During the financial year 2025–26, as an unlisted entity, risk assessment and oversight functions were directly monitored and reviewed by the Audit Committee and the Board of Directors. Consequently, no separate formal meetings of the Risk Management Committee were held during the financial year ended March 31, 2026. The composition of the Risk Management Committee are detailed below (The committee was reconstituted on 20^th May 2025):

Name of member	Designation
1 Ms. Aparna Deepak Sakpal	Chairperson & Member
2 Mr. Vikram Arun Kelkar	Member
3 Dr. Nikhil Arun Kelkar	Member

iii. Nomination & Remuneration Committee

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

Name of member	Designation	No. of meetings attended (No. of meetings held during the year)
1 Ms. Aparna Deepak Sakpal	Chairperson	3(3)
2 Mr. Arun Purushottam Kelkar	Member	3(3)
3 Mr. Keval Mahendra Shah (Appointed in the committee on 20th May 2025)	Member	2(2)
4 Dr. Nimesh Pratap Shukla	Member	1(3)

iv. Corporate Social Responsibility Committee

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

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

Name of member	Designation	No. of meetings attended (No. of meetings held during the year)
1. Mr. Arun Purushottam Kelkar	Chairperson & Member	1(1)
2 Mr. Vikram Arun Kelkar	Member	1(1)
3. Dr. Meena Bipinchandra Mehta	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.

v. Stakeholders Relationship Committee

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

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

Name of member	Designation	No. of meetings attended (No. of meetings held during the year)
1 Ms. Aparna Deepak Sakpal	Chairperson	0(0)
2 Mr. Arun Purushottam Kelkar	Member	0(0)
3 Dr. Meena Bipinchandra Mehta	Member	0(0)

vi. POSH Internal Complaint Committee

The Company is committed to providing a safe, respectful and inclusive workplace and has constituted Internal Complaints Committees in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Internal Complaints Committees are constituted at the applicable offices/locations of the Company and their composition is set out below. Considering geographic diversification across the country and increase in number of employees, the Board of Directors have constituted Internal Complaints at each branch of your Company. The composition of the Committee is as below:

MUMBAI HO:

Name	Designation	POSH Committee
1 Ms. Kishori Prakash Pathare	Senior Manager - Accounts	Presiding Officer
2 Mr. Santosh Patole	General Manager - HR	Member
3 Mr. Muzaffar Raza Hasan Qureshi	Asst. General Manager - Distribution	Member
4 Adv. Pratima Thakur	Advocate	External Member

NASHIK OFFICE:

Name	Designation	POSH Committee
1 Ms. Suvarna Date	Manager - SCM	Presiding Officer
2 Mr. Abdul Suban	General Manager - Operations	Member
3 Mr. Tushar Katkade	Asst. General Manager - HR	Member
4 Adv. Pratima Thakur	Advocate	External Member

CHENNAI OFFICE:

Name	Designation	POSH Committee
1 Ms. Preethe	M. S. Manager - QC	Presiding Officer
2 Mr. Rajapandian	P. General Manager- Operations	Member
3 Mr. Muthiah	Sr. Manager - HR	Member
4 Adv. Pratima	Advocate External	External Member

14. EVALUATION OF BOARD

Pursuant to the applicable provisions of the Act, the Nomination and Remuneration Committee carried out an annual evaluation of its own performance, performance of its committees, the performance and independence of Independent Directors as well as the performance of the Directors individually for financial year 2025-26. The Independent Directors in a separate meeting held on 25^th March 2026 carried out the evaluation of the performance of the Chairman of the Company, the performance of the Non- Independent Directors and the Board as a whole, and also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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

Outcome and Results of Evaluation:

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

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

The performance evaluation for the financial year 2025–26, inter alia, concluded that the Independent Directors on the Board continued to fulfil the independence criteria prescribed under the Companies Act, 2013. The evaluation further confirmed that the Board conducts its affairs effectively and comprises an appropriate mix of skills, competencies, experience, qualifications, and diversity, enabling it to discharge its responsibilities efficiently. The Board was also assessed as operating in a collaborative environment characterised by openness, transparency, and mutual trust.

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

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

15. DIRECTORS RESPONSIBLILTY

STATEMENT

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

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors confirms that: a) In the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicable Accounting Standards have been duly followed, and there have been no material departures from the same. b) Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgments and estimates have been made so as to present a true and fair view of the state of affairs of the Company as at March 31, 2026, and of its profit for the financial year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The annual financial statements have been prepared on a going concern basis. e) The Company has laid down adequate internal financial controls to be followed and such internal financial controls were operating effectively throughout the financial year. f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws, and such systems were adequate and operated effectively throughout the financial year.

16. INVESTMENT IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

Name of Company	Subsidiaries, Joint Ventures and Associate Companies	Category
1 Hexagon Nutrition (Exports) Private Limited?	Amalgamated on 14th January 2026	-
2 Hexagon Nutrition (International) Private Limited	Wholly Owned Subsidiary	Indian Subsidiary
3 Hexagon Nutrition Healthcare Private Limited	Wholly Owned Subsidiary	Indian Subsidiary
4 Hexagon Nutrition China Limited, Hong Kong	Wholly Owned Subsidiary	Foreign Subsidiary
5 Hexagon Nutrition (Pty) Limited, South Africa	Wholly Owned Subsidiary	Foreign Subsidiary
6 Hexagon Nutrition Limited Liability Company, Uzbekistan	Wholly Owned Subsidiary	Foreign Subsidiary

1 Hexagon Nutrition (Exports) Private Limited was amalgamated with Hexagon Nutrition Limited pursuant to the Order of the National Company Law Tribunal (NCLT), Mumbai Bench, bearing C.P. (CAA)/225(MB)2025 and C.A. (CAA)/141(MB)2025, dated January 14, 2026. During the FY 25-26, the Board of Directors of the Company reviewed the business affairs of the Subsidiaries. In terms of Section 129(3) of the

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

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

17. AUDITORS

i. Statutory Auditors:

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

The Statutory Auditors have audited the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31 March 2026. The Audit Reports issued by M/s. S. K. Patodia

& Associates LLP do not contain any qualification, reservation, adverse remark or disclaimer of opinion. The notes to the financial statements referred to in the Audit Reports are self-explanatory and, therefore, do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013.

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

The Company has received a written confirmation from M/s. S. K. Patodia & Associates LLP confirming that they continue to satisfy the criteria prescribed under Sections 139 and 141 of the Companies Act, 2013, and that they are eligible to continue as the Statutory Auditors of the Company. The Auditors have also confirmed that they are not disqualified from continuing as Statutory Auditors in terms of the applicable provisions of the Companies Act, 2013, the Chartered Accountants Act, 1949, and the rules and regulations made thereunder.

ii. Cost Auditors:

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

iii. Secretarial Auditors:

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

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

iv. Internal Auditors:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint an Internal Auditor. The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Bhuwania & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025–26. Further, the Board has approved their re-appointment for the financial year 2026–27 with effect from June 30, 2026.

18. REPORTING OF FRAUDS BY AUDITORS

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

19. WHISTLE BLOWER MECHANISM

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

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

20. ANNUAL RETURN

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

21. CONTRACTS/ARRANGEMENTS WITH

RELATED PARTIES AND RELATED PARTY TRANSACTION POLICY

During the year under review, the Company entered into related party transactions with its Subsidiary and Associate Companies in accordance with the provisions of Section 188 of the Companies Act, 2013 read with the applicable rules made thereunder. The said transactions were reviewed and approved by the Audit Committee and the Board of Directors, wherever applicable, in compliance with the provisions of the Companies Act, 2013 and the Companys Related Party Transaction Policy.

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

The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited with effect from 12^th June 2026. Accordingly, the provisions relating to Related Party Transactions under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 became applicable to the Company from the date of listing. Subsequent to listing, the Company has ensured compliance with the applicable requirements of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including obtaining necessary approvals and making requisite disclosures in respect of related party transactions. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notes to the Standalone Financial Statements of the Company.

22. DEPOSITS

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

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

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

24. RISK MANAGEMENT FRAMEWORK

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

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

25. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

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

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

28. SIGNIFICANT AND MATERIAL ORDERS

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

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

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

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

Disclosures pertaining to remuneration and other details as required under Section 197(12) of ‘the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure–V forming integral part of this report.

30. POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Committee (‘NRC) engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance and governance. The NRC, on the basis of such evaluation, determines the role and capabilities required for appointment of Director. Thereafter, the NRC recommends to the Board the selection of new Directors. Based on the recommendations of the NRC, the Board has formulated a Policy on Directors appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and process of appointment and removal as well as components of remuneration of Director(s), Key Managerial Personnel (‘KMP) and Senior Management of the Company and other matters as provided under Section 178(3) of ‘the Act. The same is available on the Companys website at https://hexagonnutrition.com/ .

31. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

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

32. PREVENTION OF SEXUAL HARRASSMENT

The Company has adopted a policy on sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act). All the employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the ‘POSH Act to redress complaints received regarding sexual harassment.

During the year under review:

Number of complaints of sexual harassment received in the year	Number of complaints disposed off during the year	Number of cases pending for more than ninety days
Nil	Nil	Nil

33. MATERNITY BENEFIT COMPLIANCE:

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

Rs Particulars	Response
1 Maternity Leave provisions	Nil
2 Salary and Benefits	Not Applicable
3 Related Employee Entitlements	Not Applicable

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF THE FINANCIAL YEAR

Female	70
Male	386
Transgender	-
Total	456

34. MAINTENANCE OF COST RECORDS

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

35. CODE FOR PREVENTION OF INSIDER TRADING

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

36. CORPORATE GOVERNANCE

As per Regulation 34 and Schedule V(C) to the SEBI Listing Regulations, the Corporate Governance Report together with the Compliance certificate from the Practicing Company Secretary is annexed as Annexure-VI to this report.

37. OTHER DISCLOSURES:

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

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

(c) SecretarialStandards:TheCompanyhascomplied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

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

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

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

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

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

APPRECIATION AND ACKNOWLEDGEMENT

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

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

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

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

	For and on behalf of the Board of Directors
	For HEXAGON NUTRITION LIMITED
	Sd/-	Sd/-
	Mr. Arun Purushottam Kelkar	Mr. Vikram Arun Kelkar
	Chairman & Executive Director	Managing Director
	DIN: - 00171276	DIN: - 02302364
Place: Mumbai
Date: 12/08/2026