Hexagon Nutrition Ltd. ಖಾತೆಯ ಉಪಯುಕ್ತ ಮಾಹಿತಿ

Mar 31, 2026

m. Provisions

Provisions are recognised when the
Company has a present obligation (legal
or constructive) as a result of a past event,
it is probable that an outflow of resources
embodying economic benefits will be required
to settle the obligation and the amount of the
obligation can be estimated reliably.

The amount recognized as a provision is the
best estimate of the consideration required
to settle the present obligation at the end
of the reporting period, taking into account
the risks and uncertainties surrounding
the obligation. The expense relating to a
provision is presented in the statement of
profit and loss net of any reimbursement.

I f the effect of the time value of money is
material, provisions are discounted using
a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability.
When discounting is used, the increase in
the provision due to the passage of time is
recognised as a finance cost.

When some or all of the economic benefits
required to settle a provision are expected
to be recovered from a third party, the
receivable is recognized as an asset, if it is
virtually certain that reimbursement will be
received and the amount of the receivable
can be measured reliably. Provisions are
reviewed at each balance sheet and adjusted
to reflect the current best estimates. If it is no
longer probable that the outflow of resources
would be required to settle the obligation, the
provision is reversed

n. Retirement and other employee benefits
Defined benefit plan

In accordance with applicable laws in
In dia, the Company provides for gratuity,
a defined benefit retirement plan (“the
Gratuity Plan”) for every employee who
has completed 5 years or more of service
on departure at 15 days salary (last drawn
salary) for each completed year of service.
The Gratuity Plan provides for a lump sum
payment to eligible employees at retirement,
death, incapacitation or termination of
employment based on last drawn salary and
tenure of employment with the Company.
Liabilities with regard to the Gratuity Plan
are determined by actuarial valuation on
the reporting date using projected unit
credit method.

Past service costs are recognised in profit or
loss on the earlier of:

• The date of the plan amendment or
curtailment, and

• The date that the company recognises
related restructuring costs

Net interest is calculated by applying
the discount rate to the net defined
benefit liability or asset. The company
recognises the following changes in
the net defined benefit obligation as
an expense in the statement of profit
and loss:

• Service costs comprising current
service costs, past-service costs, gains
and losses on curtailments and non¬
routine settlements; and

• Net interest expense or income

Re-measurements, of the net defined
liability comprising of actuarial gains

and losses, the effect of the asset
ceiling, excluding amounts included in
net interest on the net defined benefit
liability and the return on plan assets
(excluding amounts included in net
interest on the net defined benefit
liability), are recognised immediately in
the balance sheet with a corresponding
debit or credit to retained earnings
through OCI in the period in which
they occur. Re-measurements are
not reclassified to profit or loss in
subsequent periods.

Defined contribution plan

The Company makes contributions to the
recognized Provident Fund scheme, a
defined contribution benefit scheme. These
contributions are deposited with Government
administered fund and recognised as an
expense in the period in which the related
service is performed. There is no further
obligation on the Company on this defined
contribution plan.

Compensated absences

The liabilities for earned leave and sick leave
are not expected to be settled wholly within
12 months period after the end of the period
in which the employees render the related
service. They are therefore, measured at the
present value of expected future payments
to be made in respect of services provided
by employees upto the end of the reporting
period using the projected unit credit
method as determined by actuarial valuation,
performed by an independent actuary. The
benefits are discounted using the market
yields at the end of reporting period that
have the terms approximating to the terms
of the related obligation. Gains and losses
through re-measurements are recognised in
Statement of profit and loss.

). Share-based payments

Employees (including senior executives) of
the Company receive remuneration in the
form of share-based payments, whereby
employees render services as consideration
for equity instruments (equity-settled
transactions).

Equity-settled transactions

The cost of equity-settled transactions is
determined by the fair value at the date
when the grant is made using an appropriate
valuation model. That cost is recognised in
employee benefit expenses, together with a
corresponding increase in retained earnings
in equity, over the period in which the
service conditions and, where applicable,
the performance conditions are fulfilled (the
vesting period). The cumulative expense
recognised for equity-settled transactions
at each reporting date until the vesting
date reflects the extent to which the vesting
period has expired and the Company’s best
estimate of the number of equity instruments
that will ultimately vest. The expense or credit
in the statement of profit or loss for a period
represents the movement in cumulative
expense recognised as at the beginning and
end of that period

Service and non-market performance
conditions are not taken into account when
determining the grant date fair value of
awards, but the likelihood of the conditions
being met is assessed as part of the
Company’s best estimate of the number
of equity instruments that will ultimately
vest. Market performance conditions are
reflected within the grant date fair value. Any
other conditions attached to an award, but
without an associated service requirement,
are considered to be non-vesting conditions.
Non-vesting conditions are reflected in
the fair value of an award and lead to an
immediate expensing of an award unless
there are also service and/or performance
conditions. No expense is recognised for
awards that do not ultimately vest because
non-market performance and/or service
conditions have not been met. Where
awards include a market or non-vesting
condition, the transactions are treated as
vested irrespective of whether the market or
non-vesting condition is satisfied, provided
that all other performance and/or service
conditions are satisfied.

When an award is modified, at minimum
the cost of the original award is recognised
as if it had not been modified (i.e. at the
original grant date fair value, spread over

the original vesting period, and subject to
the original vesting conditions). This applies
unless the award does not vest because of
failure to satisfy a vesting condition (other
than a market condition) that was specified
at grant date.

When the terms of an equity-settled award are
modified, the minimum expense recognised
is the grant date fair value of the unmodified
award, provided the original vesting terms of
the award are met. An additional expense,
measured as at the date of modification,
is recognised for any modification that
increases the total fair value of the share-
based payment transaction, or is otherwise
beneficial to the employee. Where a
modification is made after the original vesting
period has expired, and is subject to no
further vesting conditions, any incremental
fair value is recognised immediately.

I f the modification decreases the fair value
of the equity instruments granted (e.g. by
increasing the exercise price or reducing
the exercise period), the decrease in value is
effectively ignored and the entity continues
to recognise a cost for services as if the
awards had not been modified. Where
an award is cancelled by the entity or by
the counterparty, any remaining element
of the fair value of the award is expensed
immediately through profit or loss.

The dilutive effect of outstanding options is
reflected as additional share dilution in the
computation of diluted earnings per share.

Cash-settled transactions

A liability is recognised for the fair value of
cash-settled transactions. The fair value is
measured initially and at each reporting date
up to and including the settlement date, with
changes in fair value recognised in employee
benefit expenses (see Note 35). The fair value
is expensed over the period until the vesting
date with recognition of a corresponding
liability. The fair value is determined using
a binomial model. The approach used
to account for vesting conditions when
measuring equity-settled transactions also
applies to cash-settled transactions.

p. Cash and cash equivalents

Cash and cash equivalent in the balance
sheet comprise cash at banks and on hand

and short-term deposits with an original
maturity of three months or less, which are
subject to an insignificant risk of changes
in value.

For the purpose of the statement of cash
flows, cash and cash equivalents consist of
cash and short-term deposits, as defined
above, net of outstanding bank overdrafts
as they are considered an integral part of the
Company’s cash management.

q. Contingencies

A contingent liability is:

A possible obligation that arises from past
events and whose existence will be confirmed
only by the occurrence or non-occurrence
of one or more uncertain future events not
wholly within the control of the Company;
or a present obligation that arises from past
events but is not recognised because:

(i) It is not probable that an outflow
of resources embodying economic
benefits will be required to settle the
obligation; or

(ii) The amount of the obligation cannot be
measured with sufficient reliability.

Contingent liabilities are not recognised
in the balance sheet. Where the outflow of
resources embodying economic benefits
becomes probable and the amount of
the obligation can be measured reliably,
a provision is recognised in place of the
contingent liability disclosure, except for
contingent liabilities assumed in a business
combination that are present obligations
arising from past events and whose fair
values can be reliably determined, which are
recognised as of the acquisition date.

r. Earnings per share

Basic earnings per share is computed by
dividing the net profit after tax attributable
to equity shareholders of the company for
the year by the weighted average number of
equity shares outstanding during the period.
Diluted earnings per share is computed by
dividing the net profit after tax attributable
to ordinary equity holders of the company
using the weighted-average number of
equity shares considered for deriving basic
earnings per share and weighted average
number of dilutive equivalent shares

outstanding during the period, except where
the results would be anti-dilutive. Dilutive
potential shares are deemed converted at
the beginning of the period, unless issued at
later date. Equity shares that will be issued
upon the conversion of the Company’s
Cumulative Compulsorily Convertible
Preference Shares (CCPS) are included in
the calculation of diluted earnings per share
as dilutive potential equity shares, from the
date of issuance of the CCPS, except where
the results would be anti-dilutive, consistent
with the Company’s actual computation as
disclosed in Note 40.

s. Fair value measurement

The fair value of the financial instruments
is included at the price that would be
received to sell an asset or paid to transfer
a liability in an orderly transaction between
market participants at the measurement
date. Management of the Company have
assessed that the fair values of cash and
cash equivalents, restricted cash, trade
receivables (not subject to provisional
pricing), trade payables, bank overdrafts
and other current liabilities approximate their
carrying amounts largely due to the short¬
term maturities of these instruments.

The Company uses the following hierarchy for
determining and disclosing the fair value of
financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active
markets for identical assets or liabilities.

Level 2: other techniques for which all
inputs which have a significant effect on the
recorded fair value are observable, either
directly or indirectly.

Level 3: techniques which use inputs that
have a significant effect on the recorded
fair value that are not based on observable
market data.

There have been no transfers between fair
value levels during the reporting period.

t. Segment reporting

Operating segments are reported in a
manner consistent with the internal reporting
provided to the chief operating decision
maker being Managing Director. The
Managing Director assesses the financial

performance and position of the Company
as a whole and makes strategic decisions.

u. Cash Flow

Cash flows are reported using indirect
method, whereby net profits before tax
is adjusted for the effects of transactions
of a non-cash nature and any deferrals or
accruals of past or future cash receipts or
payments and items of income or expenses
associated with investing or financing cash
flows. The cash flows from regular revenue
generating (operating activities), investing
and financing activities of the Company
are segregated.

Cash and cash equivalents consist of cash
on hand and balances with banks which are
unrestricted for withdrawal and usage.

v. Exceptional Items

Exceptional items are those items that
management considers, by virtue of their
size or incidence (including but not limited
to impairment charges and acquisition
and restructuring related costs), should
be disclosed separately to ensure that the
financial information allows an understanding
of the underlying performance of the business
in the year, so as to facilitate comparison
with prior periods. Such items are material
by nature or amount to the year’s result and
require separate disclosure in accordance
with Ind AS.

w. Recent Pronouncements

Ministry of Corporate Affairs (“MCA”)
notifies new standards or amendments to
the existing standards under Companies
(Indian Accounting Standards) Rules as
issued from time to time. During the period
ended December 31, 2025, MCA has notified
following new standards or amendments
to the existing standards applicable to
the Company.

(i) Ind AS 1 - Presentation of Financial
Statements (Liability Classification)

Amendments to Ind AS 1 revise how
liabilities are classified as current or
non-current, effective April 1, 2025.
Classification now depends on the
entity’s “right to defer settlement” at
the reporting date. Liabilities are current
if a covenant is breached on or before

the reporting date. The definition of
settlement is broadened, and detailed
disclosures about covenant compliance
risks are required.

(ii) Ind AS 7 & 107 - Supplier

Finance Arrangements

These amendments increase
transparency for supplier finance
arrangements, requiring disclosures in
Ind AS 7 about terms, liability amounts,
and payment due dates. Ind AS 107
requires disclosures about liquidity risk
and the impact of these arrangements
on liabilities.

(iii) I nd AS 21 - Foreign Exchange Effects
(Lack of Exchangeability)

Amendments provide guidance on
assessing currency exchangeability
and, if not exchangeable, require

entities to estimate the spot exchange
rate and disclose the methodology.

(iv) Ind AS 12 - Income Taxes (Pillar
Two Rules)

A temporary exception is introduced for
recognizing and disclosing deferred tax
assets/liabilities related to the OECD’s
Pillar Two global minimum tax rules.
Companies must disclose qualitative
and quantitative information about their
exposure to these taxes.

In addition to above, The Government of India
has officially announced the implementation
of four new Labour Codes, effective 21
November 2025, replacing 29 existing central
labour laws. These reforms aim to simplify
compliance, modernize labour regulations,
and enhance worker protection across
the country.

Disclosure in relation to equity shares

18.1 : Terms/rights attached To Equity shares

The holders of equity shares of ? 1 each are entitled to one vote per share. The equity shareholders are entitled to dividend
only if dividend in a particular financial year is recommended by the Board of Directors and approved by the member at
the annual general meeting of the year. In the event of liquidation of the Group, the holders of equity shares will be entitled
to receive out of the remaining assets of the Group, after distribution of Preferential amounts. The distribution will be in
proportion to the number of equity shares held by share holders.

18.2 : Authorised share capital increase by ? 75.00 mn due to merger of subsidiary company Hexagon Nutrition (Exports)
Private Limited vide order passed by NCLT wide order No. CP (CAA) No. 225 (MB) 2025 IN CA (CAA) No. 141 (MB) 2025
dated 14th January 2026 with appointed date of scheme is 1st April 2025.

18.3 : During the years neither bonus shares were issued nor shares issued for consideration other than cash nor shares
bought back during the period of five years immediately preceeding the reporting date.


18.7 : Terms/ rights/ Issue/ redemption attached to Cumulative Compulsorily Convertible Preference
Shares (CCPS)

Issue of Investor Preference Shares

The Company hereby agrees to take all such steps as are required, including passing of all necessary resolutions to ensure
that the Investor Preference Shares, when issued, were in accordance with the Companies Act, all necessary applicable
laws and the Transaction Documents.

Redemption

The Investor Preference Shares held by the Investor shall be compulsorily converted into Equity Shares and shall not be
redeemable in any other manner except in accordance with the Act.

18.8 : Conversion of CCPS into Equity Shares

(a) The Investor Preference Shares shall compulsorily convert into Equity Shares of the Company upon the occurrence
of any of the following events:

(i) expiry of the latest time permitted under applicable Law, when considering the listing the Equity Shares of the
Company pursuant to a QIPO or IPO or Offer For Sale; or

(ii) expiry of 19 (nineteen) years and 11 (eleven) months from the CCPS Completion Date (as defined in the SSA)
(“Conversion Period”); or (iii) any time prior to the expiry of the Conversion Period at the option and discretion of
the Investor.

(b) In the event the Investor exercises its rights to convert any of the Investor Preference Shares in accordance with the
Transaction Documents, then the Investor can notify the Company of the date on which Conversion needs to take
place (“Conversion Notice”).

(c) In the event of occurrence of events under paragraph 18.8(a)(i) above, the Company shall at the relevant time proceed
for Conversion with prior written confirmation of the Investor.

(d) I n the event of occurrence of events under paragraph 18.8(a)(ii) above, the Company shall at the relevant time
automatically proceed for Conversion.

(e) The Investor Preference Shares shall be converted in accordance with the ratio determined in accordance with
paragraph 19.4 below.

(f) The Company hereby agrees and undertakes that within 15 (fifteen) days of receiving the Conversion Notice, or
expiry of 15 (fifteen) days from the Conversion Period, or the relevant time of the QIPO or Offer For Sale as the
case may be (“Conversion Date”), the Company shall convert the Investor Preference Shares in accordance with the
conversion ratio specified in paragraph 19.4 below. For such purpose, the Company shall hold a meeting of the Board
or Shareholders, as may be required, and pass necessary resolutions issuing the Equity Shares to the Investor.

(g) In the event upon Conversion, the Equity Shares proposed to be issued to the Investor are fractional in number, then
the number of Equity Shares shall be rounded off to the next whole number.

(h) The Equity Shares so issued and allotted to the Investor shall carry, from the date of Conversion, all rights pari passu
with the Equity Shares of the Company existing as of date and each Equity Share shall carry one vote.

(i) The Company shall take all necessary approvals and requisite steps under Law to ensure that the aforesaid number of
Equity Shares is issued to the Investor including increase in the authorised capital of the Company before Conversion
of the Investor Preference Shares to accommodate the issuance of Equity Shares upon Conversion.

(j) The Investor shall have the right to convert each Investor Preference Shares, at any time, into 1 (one) Equity Share
each, without any additional payment for such Conversion, subject to adjustment to facilitate the payout upon a
Liquidation Event.

(k) The Company shall take all necessary approvals and requisite steps under applicable Law to ensure that the aforesaid
number of Equity Shares is issued to the Investor.

18.9 : Conversion Ratio

(a) Subject to the provisions of Clause 5 of the SHA (Anti-dilution), adjustments pursuant to sub-clause (b) below and
any other applicable provisions of this Agreement, the Investor shall be entitled to convert the Investor Preference
Shares, at an initial conversion ratio of 1:1.006757138 (“Conversion Ratio”), without any additional payment for
such Conversion.

(b) Upon occurrence of Adjustment Event prior to a QIPO, the Investor shall be entitled to either: (i) an adjustment of the
Conversion Ratio in accordance with the formula provided under Schedule A below; or (ii) require the Promoters and
the Company to provide theInvestors with a complete exit within a period of 90 (ninety)ss days at a price equal to or
more than the Trigger Price.

18.10 : Dividend

The Investor shall be entitled to receive non-cumulative dividends on the Investor Preference Shares in preference to any
dividend on the Equity Shares of the Company at the rate of 0.0001
% (zero point zero zero zero one per cent) of the Sale
Consideration (as defined in the SPA) paid by the Investor, per annum for the Investor Preference Shares, if, when and as
declared by the Board. For any other dividends or distributions, the Investor also shall be entitled to participate pro rata in
any dividends paid on the Equity Shares on an As Converted Basis adjusted for any par value changes, on a cumulative
basis.

18.11 : Voting

Subject to applicable Law, the Investor Preference Shares shall carry such voting rights as are exercisable by persons
holding Equity Shares in the Company and shall be treated pari passu with the Equity Shares on all voting matters. Further,
subject to applicable Law, the holders of Investor Preference Shares and Equity Shares shall vote together and not as a
separate class.

18.12 : Priority

The Investor Preference Shares shall have priority over the preferences, rights and privileges of existing Equity Shareholders
of the Company. The terms, preferences, rights and privileges of the Investor Preference Shares shall be superior to all
other existing Shareholders.

18.13 : Alteration of Terms of Issue

For any amendment/alteration of the terms of issuance of the Investor Preference Shares, the prior written consent of the
Investor shall be necessary.

18.14 : Taxes

The Company shall pay all taxes and stamp duty in relation to conversion of the Investor Preference Shares to Equity
Shares in order for such Equity Shares to be registered in the name of the Investor.

18.15 : In reference to above, conversion ratio, as per clause 5 of the share holder agreement (Anti dilution), the company
had issued shares to employees under ESOP scheme-2018. This had resulted in Anti dilution and the cumulative convertible
preference share holders are now eligible for additional shares @ 1.006757138 per share. The said will be convertible to
equity shares at the time of conversion.

19.1 : Purpose of Reserves;

a) Securities premium is received pursuant to the further issue of equity shares at a premium. This is a non-distributable
reserve except for the following instances where the share premium account may be applied;

i) towards the issue of unissued shares of the Company to the members of the Company as fully paid bonus shares;

ii) for the purchase of its own shares or other securities;

iii) in writing off the preliminary expenses of the Company;

iv) in writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures
of the Company; and

v) in providing for the premium payable on the redemption of any redeemable preference shares or of any debentures
of the Company.

b) The General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes.
As the General reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement
of profit and loss.

c) Retained earnings represents the accumulated profits of the Company.

Note 40 : Earnings Per Equity Share (Basic & Diluted)

A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per equity
share is set out below:

Basic: Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company
by the weighted average number of equity shares outstanding during the year, excluding equity shares purchased by the
Company and held as treasury shares.

Diluted: Diluted earnings per share is calculated by adjusting the weighted average number of equity shares outstanding
during the year for assumed conversion of all dilutive potential equity shares. Employee share options are dilutive potential
equity shares for the Company.

Note 44 : Leases

Effective April 1, 2019, the group has adopted Ind AS 116, Leases, using modified retrospective approach. On adoption of
the new standard IND AS 116 resulted in recognition of ‘Right of Use’ assets and a lease liability . The cumulative effect of
applying the standard was debited to retained earnings. The effect of this adoption is insignificant on the profit before tax,
profit for the period and earnings per share. Ind AS 116 will result in an increase in cash inflows from operating activities
and an increase in cash outflows from financing activities on account of lease payments.

Note 46 : Financial risk management

The Company has exposure to the following risks arising from financial instruments:

a. credit risk ;

b. liquidity risk ; and

c. market risk

Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk
management framework. The Company manages market risk through a treasury department, which evaluates and
exercises independent control over the entire process of market risk management. The treasury department recommends
risk management objectives and policies, which are approved by Board of Directors. The activities of this department
include management of cash resources, borrowing strategies, and ensuring compliance with market risk limits and
policies.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its
training and management standards and procedures, aims to maintain a disciplined and constructive control environment.

The audit committee oversees how management monitors compliance with the Company’s risk management policies and
procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.
The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc
reviews of risk management controls and procedures, the results of which are reported to the audit committee.

a. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails
to meet its contractual obligations, and arises principally from the Company’s receivables from customers and
investment securities. The carrying amounts of financial assets represent the maximum credit exposure.

Trade receivables

The Company extends credit to customers in normal course of business. The Company considers factors such as
credit track record in the market and past dealings for extension of credit to customers. To manage credit risk, the
Company periodically assesses the financial reliability of the customer, taking into account the financial condition,
current economic trends, and analysis of historical bad debts and ageing of accounts receivables. Outstanding
customer receivables are regularly monitored to make an assessment of recoverability. Receivables are provided as
doubtful / written off, when there is no reasonable expectation of recovery. Where receivables have been provided /
written off, the company continues regular follow up,engage with the customers, legal options / any other remedies
available with the objective of recovering these outstandings.The company is not exposed to concentration of credit
risk to any one single customer since services are provided to vast spectrum. The Company also takes security
deposits, advances , post dated cheques etc from its customers, which mitigate the credit risk to an extent.

Investments in companies

The Company has made investments in subsidiaries. The Company does not perceive any credit risk pertaining to
investments made in such related entities.

Cash and cash equivalents

The Company held cash and cash equivalents with credit worthy banks of ? 97.65 mn as at 31 March 2026; ? 106.70
mn as at 31 March 2025 respectively. The credit worthiness of such banks and financial institutions is evaluated by
the management on an ongoing basis and is considered to be good.

Exposure to credit risk

The allowance for impairment in respect of trade receivables during the year was (? 8.79 mn), 31.3.2026, ?4.61 mn
31.3.2025.

The movement in the allowance for impairment in respect of trade and other receivables during the year was as
follows.

b. Liquidity risk

Liquidity risk is the risk that the company will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The company’s approach to managing
liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due,

The company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk
as defined in IND AS 107, since neither the carrying amount nor the future cash flow will fluctuate because of a change
in market interest rates.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of
borrowings affected. With all other variables held constant, the company’s loss before tax is affected through the
impact on floating rate borrowings, as follows:

c. Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such
as equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and bank
deposits. The objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising the return.

Interest rate risk

Interest rate risk is the risk that the value of a financial instrument will fluctuate because of changes in market interest
rates.

Exposure to interest rate risk:

The company’s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from
banks.

The interest rate profile of the company’s interest-bearing financial instruments as reported to the management of the
company is as follows:

Foreign currency risk

The company is exposed to currency risk on account of its operating and financing activities. The functional currency
of the company is Indian Rupee. Our exposure are mainly denominated in U.S. dollars. The USD exchange rate has
changed substantially in recent periods and may continue to fluctuate substantially in the future. The company’s
business model incorporates assumptions on currency risks and ensures any exposure is covered through the normal
business operations. This intent has been achieved in all years presented. The company has put in place a Financial
Risk Management Policy to Identify the most effective and efficient ways of managing the currency risks.

A reasonably possible strengthening / (weakening) of the Indian Rupee against US dollars at 31st March would have
affected the measurement of financial instruments denominated in US dollars and affected profit or loss by the amounts
shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores
any impact of forecast sales and purchases. In cases where the related foreign exchange fluctuation is capitalised to
fixed assets, the impact indicated below may affect the company’s income statement over the remaining life of the
related fixed assets or the remaining tenure of the borrowing respectively.

Note 47 : Capital Management

The Company manages the capital structure by a balanced mix of debt and equity. Necessary adjustments are made in
the capital structure considering the factors vis-a-vis the changes in the general economic conditions, available options
of financing and the impact of the same on the liquidity position. Higher leverage is used for funding more liquid working
capital needs and conservative leverage is used for long-term capital investments. The company calculates the level of
debt capital required to finance the working capital requirements using traditional and modified financial metrics including
leverage/gearing ratios and asset turnover ratios.

Commodity and other price risk

The Company is not exposed to the commodity risk.

Price risk:

The Company is exposed to price risk arising from investments held by the company and classified in the balance
sheet either as fair value through profit or loss. To manage its price risk arising from investment in securities, the
company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the
company.

Note 48 : Operating Segments

A. Basis for segmentation

The operations of the Company are limited to one segment viz. Nutraceuticals. The products being sold under this
segment are of similar nature and comprises of Premix, Brand and ESG only.

The Company has identified their Managing Director as their Chief Operating Decision Maker (CODM). The Company’s
Chief Operating Decision Maker (CODM) reviews the internal management reports prepared based on aggregation of
financial information of the Company on a periodic basis, for the purpose of allocation of resources and evaluation of
performance. Accordingly, management has identified nutraceuticals as the only operating segment for the Company.

Note 52 : Subsequent to the financial year end, on April 20, 2026, the Company converted its outstanding Compulsorily
Convertible Preference Shares (CCPS) into Equity Shares of face value of ?1/- each, in accordance with the terms of the
investment agreement and the conversion ratio approved by the Board.

Consequently, the paid-up equity share capital of the Company stands increased from the said date. This capital
restructuring was completed prior to the Initial Public Offering (IPO) and subsequent listing of the Company’s equity shares
on the stock exchanges on June 12, 2026.

There is no impact of this conversion on the financial numbers or profitability of the Company for the financial year ended
March 31, 2026, except for the necessary disclosures under Diluted Earnings Per Share (EPS).

Note 53 : Subsequent to the financial year end, the Company completed its Initial Public Offering (IPO) through a 100%
Offer for Sale (OFS) of 3,08,59,704 equity shares of face value of ?1/- each at an offer price of ?45/- per share, aggregating
to ?138.87 crores by the existing selling shareholders.

The equity shares of the Company were subsequently listed on the National Stock Exchange of India Limited (NSE) and
BSE Limited (BSE) on June 12, 2026.

Since the issue was entirely an Offer for Sale, the Company did not receive any proceeds from the IPO. All eligible share
issue expenses are being recovered from the selling shareholders in accordance with the offer agreements, and there is
no impact on the financial position or profitability of the Company for the year ended March 31, 2026.

Note 54 : Scheme of Amalgamation

(A) Background

The Board of Directors at their meeting held on March 19, 2025, considered and approved to restructure the business
by way of a Scheme of Amalgamation for merger (“Scheme”) whereby Hexagon Nutrition (Exports) Private Limited
(“Transferor Company”) will be merged into Hexagon Nutrition Limited (“Transferee Company”). Subsequently, an
application was made on May 10, 2025 to the National Company Law Tribunal (“NCLT”). The NCLT passed an order
dated January 14, 2026 vide Order No. CP (CAA) No. 225 (MB) 2025 in CA (CAA) No. 141 (MB) 2025, with an appointed
date of the Scheme as April 1, 2025. In accordance with the requirements of paragraph 9(iii) of Appendix C of Ind AS
103, the financial statements of the Company in respect of the previous year have been restated.

(B) Common Control Relationship

Hexagon Nutrition (Exports) Private Limited was a wholly-owned subsidiary of the Company since July 24, 2012.
Accordingly, both the Transferor Company and the Transferee Company were under the common control of Mr. Arun
Kelkar, Mr. Subhash Kelkar, Dr. Nikhil Kelkar and Mr. Vikram Kelkar both before and after the Scheme, and such
control was not transitory. The Scheme therefore falls within the scope of Appendix C of Ind AS 103, and has been
accounted for using the pooling of interests method.

(C) Accounting Treatment of the Arrangement

1. The aforesaid merger has been accounted for as per Appendix C of Ind AS 103 - Business Combinations

2. The identity of the reserves appearing in the financial statements of Hexagon Nutrition (Exports) Private Limited
has been carried forward in these financial statements (Refer note 54 (F) below for the reserve-wise breakup).

3. Intercompany balances and transactions between the Company and Hexagon Nutrition (Exports) Private Limited
have been eliminated on merger.

Note: 56 Additional regulatory information required by Schedule III

(a) There are no proceedings initiated or are pending against the Company any benami property under the Prohibition of
Benami Property Transactions Act, 1988 and rules made thereunder.

(b) The Company has not entered into any transactions with struck off companies under Section 248 of the Companies
Act, 2013 or Section 560 of Companies Act, 1956 during the year.

(c) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period.

(d) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(e) (i) The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any

other sources or kind of funds) to or in any other person or entity, including foreign entities (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Group(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) Further, the Company has not received any funds from any person or entity, including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the Group shall, whether, directly
or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(f) The Company does not have any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as,
search or survey or any other relevant provisions of the Income Tax Act, 1961)

(g) The Company has complied with the number of layers prescribed under clause (87) of the Section 2 of the Companies
Act read with the Companies (Restrictions on Number of Layers) Rule, 2017.

(h) The Company is not declared wilful defaulter by bank or financial institutions or any lender during the financial
year.

(i) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was
obtained.

(j) The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of
1999) and the Companies Act for the above transactions and the transactions are not in violation of the Prevention of
Money-Laundering Act, 2002 (15 of 2003).

(k) The Company does not have any transaction / scheme of arrangements which requires approval from the Competent
Authority in terms of sections 230 to 237 of the Companies Act, 2013.

(l) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in
agreement with the books of accounts.

Note 57 : Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current

year’s classification/disclosure.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

Notifications
Settings
Clear Notifications
Notifications
Use the toggle to switch on notifications
  • Block for 8 hours
  • Block for 12 hours
  • Block for 24 hours
  • Don't block
Gender
Select your Gender
  • Male
  • Female
  • Others
Age
Select your Age Range
  • Under 18
  • 18 to 25
  • 26 to 35
  • 36 to 45
  • 45 to 55
  • 55+