Hexagon Nutrition Limited

DRAFT RED HERRING PROSPECTUS Dated: September 23, 2025 Please read Section 32 of the Companies Act, 2013 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Offer (Please use this QR Code to view the Draft Red Herring Prospectus) Hexagon Nutrition Limited Corporate Identity Number: U24110MH1993PLC072189 REGISTERED AND CORPORATE OFFICE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE 404 Global Chamber, Adarsh Nagar Link Road Vedanti Swapnil Vartak E-mail: cs.hnpl@hexagonnutrition.com www.hexagonnutrition.com Andheri (W), Mumbai – 400 053, Maharashtra, India Company Secretary and Compliance Telephone: +91 22 6213 6710 / 711 Officer OUR PROMOTERS: ARUN PURUSHOTTAM KELKAR, SUBHASH PURUSHOTTAM KELKAR, VIKRAM ARUN KELKAR AND NIKHIL ARUN KELKAR DETAILS OF THE PUBLIC OFFER TYPE FRESH ISSUE OFFER FOR TOTAL OFFER ELIGIBILITY SIZE SALE SIZE SIZE This Offer is being made through sssthe Book Building Process in accordance with Regulation Up to 30,859,704 Up to 30,859,704 6(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Equity Shares of face Equity Shares of Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”). For details, see Offer for sale Not Applicable value of ₹ 1 each face value of ₹ 1 “Other Regulatory and Statutory Disclosures – Eligibility for the Offer” on page 472. For aggregating up to ₹ each aggregating up details in relation to share reservation amongst Qualified Institutional Buyers, Non- [●] million to ₹ [●] million Institutional Bidders and Retail Individual Bidders, see “Offer Structure” on page 490. DETAILS OF THE OFFER FOR SALE NAME OF THE SELLING TYPE NUMBER OF EQUITY SHARES OFFERED/ WEIGHTED AVERAGE COST SHAREHOLDERS AMOUNT (₹ IN MILLION) OF ACQUISITION# Arun Purushottam Kelkar Promoter Selling Shareholder 1,536,477 0.48 Subhash Purushottam Kelkar Promoter Selling Shareholder 24,188,993 0.65 Nutan Subhash Kelkar Promoter Group Selling Shareholder 3,608,142 0.51 Aditya Kelkar Promoter Group Selling Shareholder 1,526,092 1.27 #As certified by Statutory Auditors of our Company by way of certificate dated September 23, 2025 RISKS IN RELATION TO THE FIRST OFFER This being the first public issue of Equity Shares of face value of ₹1 each of our Company, there has been no formal market for Equity Shares. The face value of the Equity Shares is ₹1 each. The Floor Price, Cap Price and Offer Price (as determined by our Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for the Offer Price” on page 142 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 38. COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, each Selling Shareholder, severally and not jointly, accepts responsibility only for and confirms the statements made or undertaken expressly or confirmed by them in this Draft Red Herring Prospectus only to the extent of information specifically pertaining to it and its respective portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Each Selling Shareholder, severally and not jointly, assumes no responsibility for any other statement in this Draft Red Herring Prospectus, including, inter alia, any other statements made by or relating to our Company or its business or any other Selling Shareholders. LISTING The Equity Shares to be offered through the Red Herring Prospectus are proposed to be listed on the stock exchanges, being BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”, and together with BSE, the “Stock Exchanges”). For the purpose of the Offer, [●] is the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS Name and Logo Contact Person(s) Telephone and Email Telephone: +91 98196 62664/ +91 82000 52280 Swapnilsagar Vithalani/Jigar Bhanushali E-mail: hnl.ipo@cumulativecapital.group Cumulative Capital Private Limited Telephone: +91 98190 45092/ 70212 42651 Kaushik Gandhi/ Prince Jaiswal E-mail: mb@catalystcapital.in Catalyst Capital Partners Private Limited REGISTRAR TO THE OFFER KFin Technologies Limited Contact Person Telephone and Email Telephone: +91 40 6716 2222 M. Murali Krishna E-mail: hexagon.ipo@kfintech.com BID/OFFER PROGRAMME ANCHOR INVESTOR BIDDING DATE [●](1) BID/OFFER OPENS ON [●](2) BID/ OFFER CLOSES ON [●](2)(3) (1)Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be 1 (one) Working Day prior to the Bid/Offer Opening Date. (2)Our Company may, in consultation with the BRLMs, consider closing the Bid/Offer Period for QIBs 1 (one) Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations. (3)The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Offer Closing Day.DRAFT RED HERRING PROSPECTUS Dated: September 23, 2025 Please read Section 32 of the Companies Act, 2013 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Offer Hexagon Nutrition Limited Our Company was originally incorporated as ‘Hexagon Chemoils Private Limited’ a private limited company incorporated under the Companies Act, 1956 pursuant to Certificate of Incorporation dated May 27, 1993 issued by Registrar of Companies, Maharashtra. The name of our Company was changed from ‘Hexagon Chemoils Private Limited’ to ‘Hexagon Nutrition Private Limited’ pursuant to a resolution passed by our board dated December 10, 2005 and a Special Resolution passed by our Shareholders dated December 30, 2005 and a fresh Certificate of Incorporation dated January 10, 2006 issued by Assistant Registrar of Companies, Maharashtra at Mumbai. Subsequently, our Company was converted into public limited company, pursuant to a resolution passed by our board dated October 5, 2021 and special resolution passed by our shareholders dated October 14, 2021 the name of our company was changed from ‘Hexagon Nutrition Private Limited’ to ‘Hexagon Nutrition Limited’ and a fresh certificate of incorporation dated November 15, 2021 was issued by the Registrar of Companies, Mumbai. For details of change in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 282. Corporate Identity Number: U24110MH1993PLC072189 Registered and Corporate Office: 404 Global Chamber, Adarsh Nagar, Link Road, Andheri (W), Mumbai – 400 053, Maharashtra, India Contact Person: Vedanti Swapnil Vartak, Company Secretary and Compliance Officer; Email: cs.hnpl@hexagonnutrition.com Telephone: +91 22 62136710/711; Website: www.hexagonnutrition.com OUR PROMOTERS: ARUN PURUSHOTTAM KELKAR, SUBHASH PURUSHOTTAM KELKAR, VIKRAM ARUN KELKAR AND NIKHIL ARUN KELKAR INITIAL PUBLIC OFFERING OF UP TO 30,859,704 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH (“EQUITY SHARES”) OF HEXAGON NUTRITION LIMITED (OUR “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ 1 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE (THE “OFFER PRICE”) AGGREGATING UP TO ₹ [●] MILLION THROUGH AN OFFER FOR SALE (THE “OFFER” OR “OFFER FOR SALE”), COMPRISING UP TO 1,536,477 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY ARUN PURUSHOTTAM KELKAR, UP TO 24,188,993 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹ [●] MILLION BY SUBHASH PURUSHOTTAM KELKAR, UP TO 3,608,142 EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹[●] MILLION BY NUTAN SUBHASH KELKAR AND UP TO 1,526,092 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH AGGREGATING UP TO ₹[●] MILLION BY ADITYA KELKAR (COLLECTIVELY THE “SELLING SHAREHOLDERS”). THE OFFER WILL CONSTITUTE [●] % OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS ₹1 EACH AND THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER AND MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, INDIA, WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST 2 (TWO) WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE, AND SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS. In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least 3 (three) additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 (ten) Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid /Offer Period for a minimum of 1 (one) Working Day, subject to the Bid/Offer Period not exceeding 10 (ten) Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the website of the BRLMs and at the terminals of the Members of the Syndicate and by intimation to Designated Intermediaries and the Sponsor Bank, as applicable. This Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. This Offer is being made for at least 25% of the post- Offer paid-up Equity Share capital of our Company. This Offer is being made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein in terms of Regulation 32(1) of the SEBI ICDR Regulations, not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion the “QIB Portion”), provided that our Company in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with SEBI ICDR Regulations (“Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the price at which Equity Shares are allocated to Anchor Investors (“Anchor Investor Allocation Price”). In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (other than the Anchor Investor Portion) (the “Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, subject to valid Bids being received at or above the Offer Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares each available for allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders (“NIBs”) of which (a) one third of such portion shall be reserved for applicants with application size of more than ₹0.20 million and up to ₹1.00 million; and (b) two-third of such portion shall be reserved for applicants with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of NIBs and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations subject to valid Bids being received at or above the Offer Price. All Potential Bidders, other than Anchor Investors, are required to participate in the Offer by mandatorily utilising the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Account (as defined hereinafter) and UPI ID in case of UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Banks under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see “Offer Procedure” on page 494. RISKS IN RELATION TO THE FIRST OFFER This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹1 each. The Offer Price, Floor Price, Cap Price and Price Band (as determined by our Company in consultation with the Book Running Lead Managers) in accordance with SEBI ICDR Regulations by way of the Book Building Process, as stated in ‘‘Basis for Offer Price’’ on page 142 should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Company have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 38. COMPANY’S AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer , that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms only statements expressly made in this Draft Red Herring Prospectus solely in relation to such Selling Shareholder and its/his respective Offered Shares and confirm that such statements are true and correct in all material respects and are not misleading in any material respect. No Selling Shareholder, severally or jointly, assumes responsibility for any other statements, disclosures and undertakings, including without limitation, any of the statements, disclosures and undertakings made by or in relation to our Company or its business or any other Selling Shareholders or any other person, in this Draft Red Herring Prospectus. LISTING The Equity Shares to be offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters each dated [●] and [●], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Section 26(4), 28 and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 587.BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER Cumulative Capital Private Limited Catalyst Capital Partners Private Limited KFin Technologies Limited C-321, 3rd Floor, 215 Atrium Co Op Soc Limited 103A Shantinath Apts, S V Road 301, The Centrium, 3rd Floor, 57 M V Road, Near Courtyard Marriott Hotel Near State Bank of India Lal Bahadur Shastri Road, Nav Pada Andheri East, Chakala Borivali West, Mumbai – 400 092 Kurla (West), Mumbai – 400 070 MIDC, Mumbai – 400 093 Maharashtra, India Maharashtra, India Maharashtra, India Tel: +91 98190 45092/ 70212 42651 Tel: +91 40 6716 2222 Tel: +91 98196 62664/ 82000 52280 E-mail: mb@catalystcapital.in E-mail: hexagon.ipo@kfintech.com E-mail: hnl.ipo@cumulativecapital.group Investor grievance e-mail: Investor grievance e-mail: Investor grievance e-mail: investor@cumulativecapital.group compliance@catalystcapital.in einward.ris@kfintech.com Website: www.cumulativecapital.group Website: https://catalystcapital.in/ Website: www.kfintech.com Contact person: Swapnilsagar Vithalani/Jigar Bhanushali Contact person: Kaushik Gandhi/ Prince Jaiswal Contact Person: M. Murali Krishna SEBI registration no.: INM000013129 SEBI registration number: INM000013068 SEBI Registration No.: INR000000221 BID/OFFER PROGRAMME ANCHOR INVESTOR BIDDING DATE* [●](1)* BID/ OFFER OPENS ON [●](2) BID/ OFFER CLOSES ON [●](2)(3) (1)Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be 1 (one) Working Day prior to the Bid/Offer Opening Date. (2)Our Company may, in consultation with the BRLMs, consider closing the Bid/ Offer Period for QIBs 1 (one) Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations. (3)The UPI mandate end time and date shall be at 5:00 p.m. on Bid/ Offer Closing Day.(THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK)TABLE OF CONTENTS SECTION I – GENERAL .............................................................................................................................. 1 DEFINITIONS AND ABBREVIATIONS .................................................................................................... 1 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION .......................................................................................................... 23 FORWARD-LOOKING STATEMENTS ................................................................................................... 27 SUMMARY OF THE OFFER DOCUMENT.............................................................................................. 29 SECTION II –RISK FACTORS .................................................................................................................. 38 SECTION III – INTRODUCTION ............................................................................................................. 96 THE OFFER .............................................................................................................................................. 96 SUMMARY OF FINANCIAL INFORMATION ........................................................................................ 98 GENERAL INFORMATION ................................................................................................................... 105 CAPITAL STRUCTURE ......................................................................................................................... 115 OBJECTS OF THE OFFER ..................................................................................................................... 139 BASIS FOR THE OFFER PRICE ............................................................................................................. 142 STATEMENT OF SPECIAL TAX BENEFITS ........................................................................................ 156 SECTION – IV ABOUT OUR COMPANY .............................................................................................. 163 INDUSTRY OVERVIEW........................................................................................................................ 163 OUR BUSINESS ..................................................................................................................................... 225 KEY REGULATIONS AND POLICIES IN INDIA .................................................................................. 273 HISTORY AND CERTAIN CORPORATE MATTERS ........................................................................... 282 OUR SUBSIDIARIES ............................................................................................................................. 297 OUR MANAGEMENT............................................................................................................................ 305 OUR PROMOTERS AND PROMOTER GROUP .................................................................................... 329 OUR GROUP COMPANIES ................................................................................................................... 334 DIVIDEND POLICY ............................................................................................................................... 335 SECTION V – FINANCIAL INFORMATION ......................................................................................... 337 RESTATED CONSOLIDATED FINANCIAL INFORMATION .............................................................. 337 OTHER FINANCIAL INFORMATION................................................................................................... 413 CAPITALISATION STATEMENT ......................................................................................................... 414 FINANCIAL INDEBTEDNESS .............................................................................................................. 415 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION .......................................................................................................................................... 421 SECTION VI – LEGAL AND OTHER INFORMATION ......................................................................... 445 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................. 445 GOVERNMENT AND OTHER APPROVALS ........................................................................................ 455 OTHER REGULATORY AND STATUTORY DISCLOSURES .............................................................. 471 SECTION VII – OFFER RELATED INFORMATION ........................................................................... 484 TERMS OF THE OFFER .......................................................................................................................... 484 OFFER STRUCTURE ............................................................................................................................. 490 OFFER PROCEDURE ............................................................................................................................. 494 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................. 513 SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION ......................................................................................................................................... 515 SECTION IX – OTHER INFORMATION ............................................................................................... 587 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION..................................................... 587 DECLARATION ..................................................................................................................................... 590SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislation, Act, regulation, rules, guidelines or our Articles of Association, Memorandum of Association, policies shall be to such legislation, Act or regulation, as amended from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the extent applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder. Further, the Offer related terms used but not defined in this Draft Red Herring Prospectus shall have the meaning ascribed to such terms under the General Information Document (as defined below). In case of any inconsistency between the definitions given below and the definitions contained in the General Information Document, the definitions given below shall prevail. Notwithstanding the foregoing, terms used in “Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “Restated Consolidated Financial Information”, “Other Financial Information”, “Outstanding Litigation and Material Developments” and “Main Provisions of Articles of Association”, on 156, 163, 273, 337, 413, 445 and 515, respectively, will have the meaning ascribed to such terms in those respective sections. General Terms Term Description “Company” or “our Company” or Unless the context otherwise indicates or implies, refers to Hexagon “HNL” or “the Company” or Nutrition Limited, a public limited company incorporated under the “we” or “us” or “our” provision of Companies Act, 1956, having its registered office at 404, Global Chamber, Adarsh Nagar, Link Road, Andheri (W), Mumbai – 400053, Maharashtra, India. “you”, “your” or “yours” Prospective Investors/Bidder in this Offer. Company Related Terms Term Description “Articles of Association” or Articles of association of our Company, as amended from time to time. “AoA” or “Articles” “Audit Committee” The Audit Committee of our Board, constituted in accordance with the Companies Act and the SEBI Listing Regulations, as described in “Our Management – Board Committees – Audit Committee” on page 315. “Auditors” or “Statutory Statutory auditors of our Company, namely, S K Patodia and Associates LLP. Auditors” “Board or “Board of Directors” The Board of Directors of our Company unless otherwise specified or any or “our Board” committee constituted thereof. “CCPS” Compulsorily convertible cumulative preference shares “Chairman” The chairman of our Company, being Arun Purushottam Kelkar. For further information, see “Our Management – Brief profiles of our Directors” on page 309. “Chief Financial Officer” or The Chief Financial Officer of our Company, being Soman Nemai Jana. For “CFO” further details see, “Our Management – Key Managerial Personnel and Senior Management” on page 325. “Company Secretary and The Company Secretary and Compliance Officer of our Company, Vedanti 1Term Description Compliance Officer” Swapnil Vartak. For further details see, “Our Management – Key Managerial Personnel and Senior Management” on page 325. “Corporate Social Responsibility Corporate social responsibility committee of our Board, in accordance with Committee” or “CSR the Companies Act, as described in “Our Management – Board Committees Committee” – Corporate Social Responsibility Committee” on page 320. “Director(s)” The directors on our Board. For details see, “Our Management” on page 305. “Equity Shares” The equity shares of our Company of face value of ₹ 1 each, unless otherwise specified in the context thereof. “ESOP Schemes” ESOP 2018 Scheme, as described in “Capital Structure – ESOP Scheme” on page 127. “Executive Director(s)” The executive directors of our Company, being Arun Purushottam Kelkar, Vikram Arun Kelkar and Nikhil Arun Kelkar and Subhash Purushottam Kelkar. “Expert” The Experts as defined under section 2(38) of the Companies Act, 2013. Group Company(ies) The group company(ies) of our Company in accordance with the SEBI ICDR Regulations and the Materiality Policy of our Company. For details see “Our Group Companies” on page 334. “Independent Chartered The independent chartered engineers appointed by our Company, C. Ravi Engineer(s)” Shankar and A.M. Kulkarni. “Independent Director(s) / Non- The independent directors on our Board, who are eligible to be appointed as Executive Independent independent directors under the provisions of the Companies Act, 2013 and Director(s)” the SEBI Listing Regulations. For details of the Independent Directors, see “Our Management” on page 305. “Individual Selling Arun Purushottam Kelkar, Subhash Purushottam Kelkar, Nutan Subhash Shareholders” Kelkar and Aditya Kelkar. “IPO Committee” The IPO Committee of our Board comprising of Arun Purushottam Kelkar, Arun Kelkar, Nikhil Arun Kelkar, Soman Nemai Jana and Vedanti Swapnil Vartak “Joint Managing Director” The joint managing director of our Company, being Nikhil Arun Kelkar. For further information, see “Our Management – Brief profiles of our Directors” on page 309. “Key Managerial Personnel” or The key managerial personnel of our Company in terms of Regulation “KMP” 2(1)(bb) of the SEBI ICDR Regulations and as disclosed in “Our Management – Key Managerial Personnel and Senior Management” on page 325. “Managing Director” or “MD” The managing director of our Company, being Vikram Arun Kelkar. For further information, see “Our Management – Brief profiles of our Directors” on page 309. “Materiality Policy” The policy adopted by our Board pursuant to its resolution dated June 27, 2025 for identification of: (a) material outstanding litigations; (b) material creditors; and (c) identification of group companies, in accordance with the disclosure requirements under the SEBI ICDR Regulations. “MOA” or “Memorandum” or The memorandum of association of our Company, as amended from time to “Memorandum of Association” time. or “MoA” “Nomination and Remuneration The nomination and remuneration committee of our Board, in accordance Committee” with the Companies Act and the SEBI Listing Regulations, as described in “Our Management – Board Committees” on page 315. “Previous DRHP” The draft red herring prospectus dated December 23, 2021, filed by our Company with SEBI, with an objective of offering its equity shares to public and listing on the stock exchanges. 2Term Description The Previous DRHP stands replaced in its entirety by this Draft Red Herring Prospectus dated September 23, 2025. “Promoter(s)” The Promoters of our Company, being Arun Purushottam Kelkar, Subhash Purushottam Kelkar, Vikram Arun Kelkar and Nikhil Arun Kelkar “Promoter Group” The persons and entities constituting the promoter group of our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoters and Promoter Group” on page 329. “Promoter Selling Arun Purushottam Kelkar and Subhash Purushottam Kelkar Shareholder(s)” “Promoter Group Selling Nutan Subhash Kelkar and Aditya Kelkar Shareholder(s)”/ “Selling Shareholder(s)” “Registered Office” or The registered office and corporate office of our Company, situated at 404 “Registered and Corporate Global Chamber, Adarsh Nagar Link Road Andheri (W), Mumbai- 400053, Office” or “Corporate Office” Maharashtra, India. “Registrar of Companies” or Registrar of Companies, Maharashtra at Mumbai. For further details, see “RoC” “General Information” on page 105. “Restated Consolidated Financial The Restated Consolidated Financial Information of our Company and Statements” or “Restated subsidiaries, comprising of restated consolidated summary of Statement of Consolidated Financial Assets and Liabilities as at March 31, 2025, March 31,2024 and March 31, Information” 2023, the restated consolidated statements of Profit and Loss (including other comprehensive income), the restated consolidated statement of changes in Equity, the Restated Cash Flow Statement for the Fiscals 2025, 2024 and 2023, and the Summary Statement of Significant Accounting Policies, and other explanatory information prepared in terms of the requirements of sub- Section (1) of Section 26 of Part I of Chapter III of the Act; the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by ICAI, as amended from time to time. Independent Auditors’ Examination Report on the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023 and the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Changes in Equity and the Restated Consolidated Statement of Cash Flows for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, and the notes to the Restated Consolidated Financial Information, including a summary of Material Accounting Policies and other explanatory information of Hexagon Nutrition Limited and its subsidiaries The Restated Financial Statements of our Company have been prepared to comply in all material respects with the Indian Accounting Standards as prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time), presentation requirements of Division II of Schedule III to the Companies Act, as applicable, to the financial statements and other relevant provisions of the Companies Act. For details, see “Restated Financial Statements” on page 337. “Risk Management Committee” The risk management committee of our Board, as described in “Our Management – Board Committees” on page 315. “Selling Shareholder(s)” Arun Purushottam Kelkar, Subhash Purushottam Kelkar, Nutan Subhash Kelkar and Aditya Kelkar “Senior Management” or “SM” Senior Management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR Regulations and as disclosed in “Our Management – Key 3Term Description Managerial Personnel and Senior Management” on page 325. “Shareholders” or “Members” The equity shareholders of our Company whose names are entered into (i) the register of members of our Company; or (ii) the records of a depository as a beneficial owner of Equity Shares. “Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, as described in “Our Committee” Management – Board Committees” on page 315. “Subsidiary(ies)”/ “Wholly- The subsidiaries/ wholly owned subsidiaries of our Company as on the date Owned Subsidiary(ies)” of this Draft Red Herring Prospectus, being Hexagon Nutrition (Exports) Private Limited, Hexagon Nutrition (International) Private Limited, Hexagon Nutrition Healthcare Private Limited, Hexagon Nutrition Proprietary Limited, Hexagon Nutrition Limited Liability Company and Hexagon Nutrition China Limited. Offer Related Terms Term Description “Abridged Prospectus” Abridged prospectus means a memorandum containing salient features of a prospectus as may be specified by the SEBI in this behalf. “Acknowledgement Slip” The slip or document issued by a Designated Intermediary(ies) to a Bidder as proof of registration of the Bid cum Application Form. “Allot” or “Allotment” or Unless the context otherwise requires, allotment of the Equity Shares “Allotted” pursuant to the Offer of Equity Shares to the successful Applicants. “Allotment Advice” Note or advice or intimation of Allotment sent to the Bidders who have been or are to be Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchange. “Allottee” A successful Bidder to whom the Equity Shares are Allotted. “Anchor Investor” A Qualified Institutional Buyer, who applied under the Anchor Investor Portion with a minimum Bid of ₹100 million in accordance with the requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus. “Anchor Escrow Account opened with Anchor Escrow Bank for the Offer and in whose favour Account(s)” or “Escrow the Anchor Investors will transfer money through direct credit or NEFT or Account(s)” RTGS in respect of the Bid Amount when submitting a Bid. “Anchor Investor Allocation The price at which the Equity Shares will be allocated to the Anchor Investors Price” in terms of the Red Herring Prospectus and Prospectus, which will be decided by our Company, in consultation with the BRLMs, during the Anchor Investor Bidding Date. “Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Form” Portion and which will be considered as an application for Allotment in terms of the Red Herring Prospectus and Prospectus. “Anchor Investor Bid/ Offer One Working Day prior to the Bid/ Offer Opening Date, on which Bids by Period” or “Anchor Investor Anchor Investors shall be submitted, prior to and after which the Book Bidding Date” Running Lead Managers will not accept any Bids from Anchor Investors, and allocation to Anchor Investors shall be completed. “Anchor Investor Offer Price” The final price at which the Equity Shares will be Allotted to the Anchor Investors in terms of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the Offer Price but not higher than the Cap Price. The Anchor Investor Offer Price will be decided by our Company, in consultation with the BRLMs. “Anchor Investor Pay-in Date” With respect to the Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the event the Anchor Investor Allocation Price is lower than the Offer Price, a date not later than 2 (two) Working Days after the Bid/ 4Term Description Offer Closing Date. “Anchor Investor Portion” Up to 60% of the QIB Portion, which may be allocated by our Company in consultation with the BRLMs, to the Anchor Investors on a discretionary basis, in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. “Application Supported by An application, whether physical or electronic, used by ASBA Bidders to Blocked Amount” or “ASBA” make a Bid by authorizing an SCSB to block the Bid Amount in the ASBA Account and will include applications made by UPI Bidders using UPI, where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by UPI Bidders using the UPI Mechanism. “ASBA Account” A bank account maintained with an SCSB and specified in the Bid cum Application Form which will be blocked by such SCSB to the extent of the appropriate Bid Amount in relation to a Bid by a Bidder (other than a Bid by an Anchor Investor) and includes a bank account maintained by a UPI Bidder linked to a UPI ID, which will be blocked upon acceptance of a UPI Mandate Request made by UPI Bidders using the UPI Mechanism. “ASBA Bid” A Bid made by an ASBA Bidder including all revisions and modifications thereto as permitted under the SEBI ICDR Regulations. “ASBA Bidders” All Bidders except Anchor Investors. “ASBA Form” An application form, whether physical or electronic, used by ASBA Bidders which will be considered as the application for Allotment in terms of the Red Herring Prospectus. “Banker(s) to the Offer” Collectively, the Escrow Collection Bank(s), Refund Bank(s), Public Offer Account Bank(s) and Sponsor Bank. “Basis of Allotment” Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as described in “Offer Procedure” on page 494. “Bid” An indication to make an offer during the Bid/ Offer Period by an ASBA Bidder pursuant to submission of the ASBA Form, or during the Anchor Investor Bid/ Offer Period by an Anchor Investor pursuant to submission of the Anchor Investor Application Form, to subscribe to or purchase the Equity Shares of our Company at a price within the Price Band, including all revisions and modifications thereto as permitted under the SEBI ICDR Regulations. The term “Bidding” shall be construed accordingly. “Bid Amount” The highest value of the optional Bids as indicated in the Bid cum Application Form and in the case of RIBs Bidding at the Cut off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such RIB and mentioned in the Bid cum Application Form and payable by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case may be, upon submission of the Bid. in the Offer. “Bid cum Application Form” The form in terms of which the Bidder shall make a Bid and which shall be considered as the application for the Allotment pursuant to the terms of the Red Herring Prospectus, including ASBA Form. “Bid Lot” [●] Equity Shares and in multiples of [●] Equity Shares thereafter. “Bid/ Offer Period” Except in relation to Bids by Anchor Investors, the period between the Bid/ Offer Opening Date and the Bid/ Offer Closing Date, inclusive of both days, during which prospective Bidders can submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations and in terms of the Red Herring Prospectus. Provided that the Bidding shall be kept open for a minimum of three Working Days for all categories of Bidders, other than Anchor Investors. 5Term Description In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of one Working Days, subject to the Bid/ Offer Period not exceeding 10 Working Days “Bid/ Offer Closing Date” Except in relation to any Bids received from the Anchor Investors, the date on which the Designated Intermediaries shall start accepting Bids, being [●] which shall be notified in all editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper, and all editions of [●], a Marathi regional daily newspaper (Marathi also being the regional language of Maharashtra, India, where our Registered Office is located). In case of any revisions, the extended Bid/ Offer Closing Date will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the website of the Book Running Lead Managers and at the terminals of the other members of the Syndicate and by intimation to the Designated Intermediaries and the Sponsor Bank. Our Company, in consultation with the Book Running Lead Managers, may consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations. “Bid/ Offer Opening Date” Except in relation to any Bids received from the Anchor Investors, the date on which the Designated Intermediaries shall start accepting Bids, being [●] which shall be notified in all editions of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper, and all editions of [●], a Marathi regional daily newspaper (Marathi also being the regional language of Maharashtra, India, where our Registered Office is located). In case of any revision, the extended Bid/ Offer Opening Date will also be widely disseminated by notification the Stock Exchanges, by issuing a public notice, and also by indicating the change on the website of the Book Running Lead Managers and at the terminals of the other members of the Syndicate and by intimation to the Designated Intermediaries and the Sponsor Bank(s). “Bid/Offer Period” Except in relation to the Anchor Investors, the period between the Bid/ Offer Opening Date and the Bid/ Offer Closing Date, inclusive of both days, during which prospective Bidders can submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations, provided that such period shall be kept open for a minimum of 3 (three) Working Days. The Bid/ Offer Period will comprise of Working Days only. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid/ Offer Period for a minimum of 1 (one) Working Day, subject to the Bid/ Offer Period not exceeding 10 Working Days. Our Company, in consultation with the BRLMs, may consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations. “Bidder” or “Investor” or Any prospective investor who made a Bid pursuant to the terms of the Red “Applicant” Herring Prospectus and the Bid cum Application Form and unless otherwise stated or implied and includes an Anchor Investor. “Bidding Centers” Centers at which the Designated Intermediaries accepted the Bid cum Application Forms, being the Designated SCSB Branch for SCSBs, 6Term Description Specified Locations for the Syndicate, Broker Centers for Registered Brokers, Designated RTA Locations for CRTAs and Designated CDP Locations for CDPs. “Book Building Process” The book building process as described in Part A of Schedule XIII of the SEBI ICDR Regulations, in terms of which the Offer is being made. “Book Running Lead Managers” The book running lead managers to the Offer, being Cumulative Capital or “BRLMs” Private Limited (“CCPL” or “Cumulative”) and Catalyst Capital Partners Private Limited (“CCPPL” or “Catalyst”, a SEBI registered Category-I Merchant Banker. “Broker Centers” Broker centers of the Registered Brokers, where Bidders (other than Anchor Investors) submitted the ASBA Forms. The details of such Broker centers, along with the names and contact details of the Registered Brokers are available on the website of the Stock Exchanges at www.bseindia.com and www.nseindia.com. “CARE Report” Company commissioned “Industry Report on Indian Nutrition and Wellness Industry” prepared by CARE Analytics and Advisory Private Limited dated September 4, 2025 which has been exclusively commissioned and paid for by our Company specifically in connection with the Offer. “CARE Analytics” or “CARE” CARE Analytics and Advisory Private Limited “CAN” or “Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Allocation Note” Investors, who have been allocated the Equity Shares, after the Anchor Investor Bid/ Offer Period. “Cap Price” The higher end of the Price Band, above which the Offer Price and the Anchor Investor Offer Price will not be finalized and above which no Bids will be accepted, including any revisions thereof. The Cap Price shall be at least 105% of the Floor Price and shall not be more than 120% of the Floor Price. “Cash Escrow and Sponsor Bank Agreement dated [●] entered into by our Company, the Registrar to the Offer, Agreement” the BRLMs, the Syndicate Member, and the Bankers to the Offer for collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Offer Account and where applicable, refund of the amounts collected from Bidders, on the terms and conditions thereof, in accordance with the UPI Circulars. “Client ID” Client identification number maintained with one of the Depositories in relation to dematerialised account. “Collecting Depository A depository participant, as defined under the Depositories Act, 1996 and Participant” or “CDP” registered under Section 12 (1A) of the SEBI Act and who is eligible to procure Bids at the Designated CDP Locations in terms of SEBI circular no. CIR /CFD/POLICYCELL/11/2015 dated November 10, 2015 and the UPI Circulars and as per the list available on the websites of BSE and NSE. “Collecting Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to Transfer Agents” or “CRTAs” procure Bids at the Designated RTA Locations in terms of, among others, SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI as per the lists available on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com, as updated from time to time “Controlling Branches” Such branches of SCSBs which coordinate Bids under the Offer with the BRLMs, the Registrar and the Stock Exchanges, a list of which is available on the website of SEBI at http://www.sebi.gov.in. “Cut-off Price” Offer Price, authorized by our Company, in consultation with the BRLMs which shall be any price within the Price Band. Only Retail Individual Bidders Bidding in the Retail Portion are entitled to 7Term Description Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non- Institutional Bidders are not entitled to Bid at the Cut-off Price. “Demographic Details” Details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband, investor status, occupation and bank account details and UPI ID, wherever applicable. “Depository(ies)” A depository registered with SEBI under the SEBI (Depositories and Participants’) Regulations, 1996. “Depository Participant” or “DP” A depository participant as defined under the Depositories Act. “Designated CDP Locations” Such locations of the CDPs where Bidders submitted the ASBA Forms and in case of RIIs only ASBA Forms with UPI. The details of such Designated CDP Locations, along with names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms are available on the websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com). “Designated Date” The date on which the Escrow Collection Banks transfer funds from the Escrow Accounts to the Public Offer Account or the Refund Account, as the case may be, and/or the instructions are issued to the SCSBs (in case of UPI Bidders using the UPI Mechanism, where made available, instruction issued through the Sponsor Banks) for the transfer of amounts blocked by the SCSBs in the ASBA Accounts to the Public Offer Account or the Refund Account, as the case may be, in terms of the Red Herring Prospectus, after finalization of the Basis of Allotment in consultation with the Designated Stock Exchange, following which the Board of Directors may Allot Equity Shares to successful Bidders in the Offer. “Designated Intermediary(ies)” In relation to ASBA Forms submitted by RIIs and NIIs with an application size of up to ₹0.50 million (not using the UPI Mechanism) authorizing an SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs. In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated Intermediaries shall mean Syndicate, sub-syndicate, Registered Brokers, CDPs and RTAs. In relation to ASBA Forms submitted by QIBs and NIIs (not using the UPI Mechanism), Designated Intermediaries shall mean SCSBs, Syndicate, sub- syndicate, Registered Brokers, CDPs and CRTAs. “Designated RTA Locations” Such locations of the CRTAs/RTAs where Bidders can submit the Bid cum Application Forms. The details of such Designated RTA Locations, along with names and contact details of the RTAs eligible to accept ASBA Forms are available on the respective of the Stock Exchanges (www.bseindia.com and www.nseindia.com) “Designated SCSB Branches” Such branches of the SCSBs which shall collect the ASBA Forms (other than ASBA Forms submitted by RIIs where the Bid Amount will be blocked upon acceptance of UPI Mandate Request by such RII using the UPI Mechanism), a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other website as may be prescribed by SEBI from time to time. “Designated Stock Exchange” [●] “DP ID” Depository Participant’s identity number. “Draft Red Herring Prospectus” This Draft Red Herring Prospectus dated September 23, 2025, issued in or “DRHP” accordance with the SEBI ICDR Regulations, which does not contain complete particulars of the price at which the Equity Shares will be Allotted and the size of the Offer, including any addenda or corrigenda thereto. 8Term Description “Eligible FPIs” FPIs that are eligible to participate in this Offer in terms of applicable laws, other than individuals, corporate bodies and family offices. “Eligible NRI(s)” A non-resident Indian, under Schedule 3 and Schedule 4 of the FEMA Non- Debt Rules, from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Offer and in relation to whom the Bid cum Application Form and the Red Herring Prospectus will constitute an invitation to purchase the Equity Shares. “Escrow Account(s)” Account opened with the Escrow Collection Bank and in whose favor the Anchor Investors transferred money through direct credit/NEFT/RTGS/NACH in respect of the Bid Amount when submitting a Bid. “Escrow and Sponsor Bank(s) The agreement to be entered into amongst our Company, the Registrar to the Agreement” Offer, the BRLMs, the Syndicate Members and Banker(s) to the Offer in accordance with the UPI Circulars, collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Offer Account(s) and where applicable remitting refunds, if any, to Bidders, on the terms and conditions thereof “Escrow Collection Bank(s)” or Banks which are clearing members and registered with SEBI as bankers to “Anchor Escrow Bank” an offer under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 and with whom the Escrow Accounts will be opened, in this case being [●]. “First or Sole Bidder” Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form and in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account held in joint names. “Floor Price” The lower end of the Price Band, subject to any revision thereto, at or above which the Offer Price and the Anchor Investor Offer Price will be finalised and below which no Bids will be accepted and which shall not be less than the face value of the Equity Shares. “Fraudulent Borrower” Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations. “Fugitive Economic Offender” An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018. “General Information The General Information Document for investing in public offers prepared Document” and issued in accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI Circulars, as amended from time to time. The General Information Document shall be available on the websites of the Stock Exchanges and the BRLMs. “Gross Proceeds” The gross proceeds of the Offer “June 2021 Circular” SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 “Maximum RIB Allottees” Maximum number of RIBs who can be allotted the minimum Bid Lot. This is computed by dividing the total number of Equity Shares available for Allotment to RIBs by the minimum Bid Lot. “Minimum Promoters’ Aggregate of 20% of the fully diluted post- Offer equity share capital of our Contribution” Company that are eligible to form part of the minimum promoters’ contribution, as required under the provisions of the SEBI ICDR Regulations, held by our Promoters that shall be locked-in for a period of 3 years from the date of Allotment. For details regarding the Minimum Promoters’ Contribution, see “Capital Structure – Details of lock-in” on page 136. “Monitoring Agency” Monitoring agency appointed pursuant to the Monitoring Agency Agreement “Monitoring Agency The agreement to be entered into between our Company and the Monitoring Agreement” Agency prior to filing of the Red Herring Prospectus “Mobile Applications” The mobile applications listed on the website of SEBI at 9Term Description https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi= yes&intmI d=43 or such other website as may be updated from time to time, which may be used by RIIs to submit Bids using the UPI Mechanism. “Mutual Fund Portion” 5% of the Net QIB Portion (excluding the Anchor Investor Portion), or [●] Equity Shares which shall be available for allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being received at or above the Offer Price. “Mutual Funds” Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996. “Net Proceeds” Proceeds of the Offer less the Offer related expenses. For further details about use of the Offer Proceeds and the Offer related expenses, see “Objects of the Offer” on page 139. “Net QIB Portion” The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors. “Non-Institutional Portion” or The portion of the Net Offer being not more than 15% of the Net Offer “Non-Institutional Category” consisting of [●] Equity Shares, available for allocation to Non-Institutional Bidders, on a proportionate basis. The allocation to each Non-Institutional Investor shall not be less than ₹0.20 million subject to availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be allocated on a proportionate basis, subject to valid Bids being received at or above the Offer Price, in accordance with the SEBI ICDR Regulations. Further, (a) one third of the portion available to Non- Institutional Investors shall be reserved for applicants with application size of more than ₹0.20 million and up to ₹1.00 million; and (b) two third of the portion available to Non-Institutional Investors shall be reserved for applicants with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to applicants in the other sub-category of Non- Institutional Investors. “Non-Institutional Investors” or All Bidders, including FPIs other than individuals, corporate bodies and “Non-Institutional Bidders” or family offices, registered with the SEBI that are not QIBs (including Anchor “NIIs” or “NIBs” Investors), Retail Individual Investors, who have Bid for Equity Shares for an amount of more than 0.20 million (but not including NRIs other than Eligible NRIs). “Non-Resident Indians” or A person resident outside India, as defined under FEMA and includes NRIs, “NRI(s)” FPIs and FVCIs. NPCI National Payments Corporation of India “OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or Body(ies)” indirectly to the extent of at least 60% by NRIs, including overseas trusts in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended from time to time. OCBs are not allowed to invest in this Offer. “Offer” Initial public offering of up to 30,859,704 Equity Shares of face value ₹1 each for cash at a price of ₹ [●] per Equity Share, aggregating up to ₹ [●] million comprising of the Offer for Sale “Offer Agreement” Agreement dated August 26, 2025 entered between our Company, the Selling Shareholders and the BRLMs, pursuant to which certain arrangements have been agreed to in relation to the Offer “Offer for sale” The offer for sale of up to 30,859,704 Equity Shares aggregating up to ₹ [●] million by the Selling Shareholders. For details, please see section titled “The Offer” on page 96. “Offer Price” The final price at which Equity Shares will be Allotted to successful Bidders, 10Term Description other than Anchor Investors. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price in terms of this Draft Red Herring Prospectus. The Offer Price will be decided by our Company, in consultation with the BRLMs on the Pricing Date, in accordance with the Book Building Process and in terms of this Draft Red Herring Prospectus “Offer Proceeds” The proceeds of the Offer for Sale which shall be available to the Selling Shareholders. For further information about use of the Offer Proceeds, see “Objects of the Offer” on page 139. “Offered Shares” Up to 30,859,704 Equity Shares aggregating up to ₹ [●] million being offered by the Selling Shareholders in the Offer for Sale. “Person(s)” Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, Company, partnership firm, limited liability partnership firm, joint venture, trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires. “Price Band” Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the maximum price of ₹ [●] per Equity Share (Cap Price) including any revisions thereof. The Cap Price shall be at least 105% of the Floor Price and shall be less than or equal to 120% of the Floor Price. The Price Band and the minimum Bid Lot size for the Offer will be decided by our Company in consultation with the BRLMs, and will be advertised, at least 2 (two) Working Days prior to the Bid/ Offer Opening Date, in [●] editions of [●], an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and all editions of [●], a Marathi regional daily newspaper (Marathi also being the regional language of Maharashtra, India, where our Registered Office is located), and shall be made available to the Stock Exchanges for the purpose of uploading on their respective websites. “Pricing Date” The date on which our Company, in consultation with the BRLMs, will finalize the Offer Price. “Prospectus” Prospectus dated [●] to be filed with the RoC for this Offer on or after the Pricing Date in accordance with Sections 26, 28 and 32 of the Companies Act, 2013, and the SEBI ICDR Regulations containing, inter alia, the Offer Price that is determined at the end of the Book Building Process, the size of the Offer and certain other information, including any addenda or corrigenda thereto. “Public Offer Account” Bank account opened with the Public Offer Account Bank under Section 40(3) of the Companies Act, 2013, to receive monies from the Escrow Account and ASBA Accounts on the Designated Date. “Public Offer Account Bank(s)” Bank(s) which are a clearing member and registered with SEBI as a banker to a offer and with whom the Public Offer Account is opened for collection of Bid Amounts from Escrow Account and ASBA Account on the Designated Date, in this case being [●]. “QIB Category” or “QIB The portion of the Net Offer (including the Anchor Investor Portion) being Portion” not less than 50% of the Net Offer consisting of [●]* Equity Shares which shall be available for allocation to QIBs (including Anchor Investors), subject to valid Bids being received at or above the Offer Price or Anchor Investor Offer Price (for Anchor Investors). *Subject to finalization of Basis of Allotment “Qualified Institutional Buyers” Qualified institutional buyers as defined under Regulation 2(1) (ss) of the or “QIBs” or “QIB Bidders” SEBI ICDR Regulations. “Red Herring Prospectus” or The Red Herring Prospectus dated [●] issued in accordance with Section 32 “RHP” of the Companies Act, 2013 and the SEBI ICDR Regulations, which did not 11Term Description have complete particulars of the price at which the Equity Shares shall be Allotted and which was filed with the RoC at least 3 (three) Working Days before the Bid / Offer Opening Date and became the Prospectus after filing with the RoC after the Pricing Date, including any addenda or corrigenda thereto. “Refund Account” The account opened with the Refund Bank, from which refunds, if any, of the whole or part of the Bid Amount to the Anchor Investors shall be made “Refund Bank” The Banker to the Offer with whom the Refund Account has been opened, in this case being [●]. “Registered Brokers” Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992 and with the stock exchanges having nationwide terminals, other than the BRLMs and the Syndicate Members and eligible to procure Bids in terms of circular number CIR / CFD / 14 / 2012 dated October 14, 2012, and other applicable circulars issued by SEBI. “Registrar Agreement” The agreement dated July 16, 2025 entered between our Company and the Registrar to the Offer in relation to the responsibilities and obligations of the Registrar to the Offer pertaining to the Offer. “Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to Agents” or “RTAs” procure Bids at the Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, and the UPI circular, as per the lists available on the websites of BSE and NSE “Registrar to the Offer” or KFin Technologies Limited “Registrar” “Resident Indian” A person resident in India, as defined under FEMA “Retail Portion” or “Retail The portion of the Net Offer being not less than 35% of the Net Offer Category” comprising of [●]* Equity Shares which shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, which shall not be less than the minimum Bid Lot, subject to valid Bids being received at or above the Offer Price. *Subject to finalization of Basis of Allotment. “Retail Individual Investors” or Bidders (including HUFs and Eligible NRIs) whose Bid Amount for Equity “RIIs” or “Retail Individual Shares in the Offer was not more than ₹0.20 million in any of the bidding Bidders” or “RIBs” options in the Offer (including HUFs applying through their Karta and Eligible NRIs and does not include NRIs other than Eligible NRIs). “Revision Form” The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount in any of their Bid cum Application Forms or any previous Revision Form(s), as applicable. QIBs bidding in the QIB Category and Non-Institutional Investors bidding in the Non-Institutional Portion are not permitted to withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIIs can revise their Bids during the Bid/ Offer Period and withdraw their Bids until Bid/ Offer Closing Date. “SEBI ICDR Master Circular” SEBI master circular bearing reference number SEBI/HO/CFD/PoD- 1/P/CIR/2024/0154, dated November 11, 2024, as amended “SEBI RTA Master Circular” SEBI RTA master circular bearing number SEBI/HO/MIRSD/MIRSD- PoD/P/CIR/2025/91 dated June 23, 2025 “Self-Certified Syndicate (i) The banks registered with the SEBI which offer the facility of ASBA Bank(s)” or “SCSB(s)” and the list of which is available on the website of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognise dFpi=yes&intmId=34) and updated from time to time and at such other websites as may be prescribed by SEBI from time to time. 12Term Description (ii) The banks registered with SEBI, enabled for UPI Mechanism, a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised Fpi=yes&intmId=40. Applications through UPI in the Offer can be made only through the SCSBs mobile applications whose name appears on the SEBI website. A list of SCSBs and mobile application, which, are live for applying in public issues using UPI Mechanism is provided as Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The list is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi= yes&intmId=43 and updated from time to time and at such other websites as may be prescribed by SEBI from time to time. Share Escrow Agent The share escrow agent to be appointed pursuant to the Share Escrow Agreement, namely, [●] Share Escrow Agreement The agreement to be entered into between our Company, the Selling Shareholders and the Share Escrow Agent in connection with the transfer of the Offered Shares by the Selling Shareholders and credit of such Equity Shares bearing face value of ₹1 each to the demat account of the Allottees in accordance with the Basis of Allotment. “Specified Locations” Bidding centers where the Syndicate shall accept Bid cum Application Forms, a list of which is included in the Bid cum Application Form. “Specified Securities” Specified securities in terms of Regulation 2(1)(eee) of the SEBI ICDR Regulations. “Sponsor Bank” A Banker to the Offer which is registered with SEBI and is eligible to act as a Sponsor Bank in a public offer in terms of applicable SEBI requirements and has been appointed by the Company, in consultation with the BRLMs to act as a conduit between the Stock Exchanges and NPCI to push the UPI Mandate Request in respect of UPI Bidders as per the UPI Mechanism and carry out other responsibilities in terms of the UPI Circulars, in this case being [●]. “Stock Exchanges” BSE Limited and National Stock Exchange of India Limited. “Sub-Syndicate Members” The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate Members, to collect ASBA Forms and Revision Forms. “Syndicate Agreement” Agreement to be entered into among our Company, the Registrar to the Offer, the BRLMs and the Syndicate Members in relation to collection of Bid cum Application Forms by Syndicate. “Syndicate Members” Intermediaries registered with the SEBI and permitted to carry out activities as an underwriter, in this case [●]. “Syndicate or members of the Together, the BRLMs and the Syndicate Members. Syndicate” “Systemically Important Non- Systemically important non-banking financial company as defined under Banking Financial Company” Regulation 2(1)(iii) of the SEBI ICDR Regulations. “Underwriters” The BRLMs and the Syndicate Members “Underwriting Agreement” The agreement to be entered between the Underwriters and our Company to be entered into on or after the Pricing Date but prior to filing of Prospectus. “UPI” Unified payments interface, which is an instant payment mechanism, developed by NPCI. “UPI Bidders” Collectively, individual investors applying as (i) Retail Individual Investors in the Retail Portion; (ii) Non-Institutional Bidders with an application size of up to ₹0.50 million in the Non-Institutional Portion, and Bidding under the UPI Mechanism through ASBA Form(s) submitted with Syndicate Members, 13Term Description Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agent. Pursuant to Circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 issued by SEBI, all individual investors applying in public offers where the application amount is up to ₹0.50 million shall use UPI and shall provide their UPI ID in the Application Form submitted with: (i) a syndicate member, (ii) a stock broker registered with a recognized stock exchange (whose name is mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for such activity), and (iv) a registrar to an offer and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible for such activity) “UPI Circulars” The SEBI ICDR Master Circular, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, SEBI master circular SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 07, 2024 (to the extent that such circulars pertain to the UPI Mechanism), NSE circulars (23/2022) dated July 22, 2022 and (25/2022) dated August 3, 2022, the BSE notices (20220722-30) dated July 22, 2022 and (20220803-40) dated August 3, 2022 and any subsequent circulars or notifications issued by SEBI or Stock Exchanges in this regard as updated from time to time “UPI ID” ID created on the UPI for single-window mobile payment system developed by the NPCI. “UPI Mandate Request” A request (intimating the UPI Bidders, by way of a notification on the UPI application and by way of a SMS directing the UPI Bidders to such UPI application) to the UPI Bidders initiated by the Sponsor Bank to authorize blocking of funds equivalent to the Bid Amount in the relevant ASBA Account through the UPI, and the subsequent debit of funds in case of Allotment. “UPI Mechanism” The Bidding mechanism that is used by Retail Individual Investors to make Bids in the Offer in accordance with the UPI Circulars to make as ABA bid in the Offer. “Wilful Defaulter” A wilful defaulter as defined in Regulation 2(1)(lll) of the SEBI ICDR Regulations. “UPI PIN” Password to authenticate UPI transaction. “Working Day” All days on which commercial banks in Mumbai, India are open for business, provided however, for the purpose of announcement of the Price Band and the Bid/ Offer Period, “Working Day” shall mean all days, excluding all Saturdays, Sundays and public holidays on which commercial banks in Mumbai, Maharashtra India are open for business and the time period between the Bid/ Offer Closing Date and listing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading days of the Stock Exchanges excluding Sundays and bank holidays in India in accordance with circulars issued by SEBI, including UPI Circulars Technical / Industry / Business related terms Term Full form / Description AI Artificial Intelligence AIIMS All India Institute of Medical Sciences AMUL Anand Milk Union Limited ANVISA Agência Nacional de Vigilância Sanitária (Brazilian Health Regulatory Agency) APEDA Agricultural and Processed Food Products Export Development Authority 14Term Full form / Description ASCI Advertising Standards Council of India ASEAN Association of Southeast Asian Nations ASPEN American Society for Parenteral and Enteral Nutrition ASSOCHAM Associated Chambers of Commerce and Industry of India AYUSH Ayurveda, Yoga, Unani, Siddha, and Homeopathy BASF Badische Anilin- und Soda-Fabrik (German chemical company) BTA Business Travel Allowance CAGR Compound Annual Growth Rate CARE CARE ANALYTICS AND ADVISORY PRIVATE LIMITED CBD Cannabidiol CDSCO Central Drugs Standard Control Organization CFR Code of Federal Regulations CFU Colony Forming Unit CGM Continuous Glucose Monitoring CKD Chronic Kidney Disease CMC Chemistry, Manufacturing, and Controls CNNS Comprehensive National Nutrition Survey COVID Coronavirus Disease CSR Corporate Social Responsibility CY Calendar Year DCGI Drugs Controller General of India DGCIS Directorate General of Commercial Intelligence and Statistics DNA Deoxyribonucleic Acid DSM Dutch multinational corporation in nutrition and health EBITDA Earnings Before Interest, Taxes, Depreciation, and Amortization EC European Commission EMA European Medicines Agency ESG Environmental, Social, and Governance EU European Union FAO Food and Agriculture Organization FDA Food and Drug Administration FE Foreign Exchange FFI Food Fortification Initiative FMCG Fast-Moving Consumer Goods FOSHU Foods for Specified Health Uses (Japan) FRE Food Research and Extension FSDU Food for Special Dietary Uses FSMP Food for Special Medical Purposes FSS Food Safety Standards FSSAI Food Safety and Standards Authority of India FY Fiscal Year GAIN Global Alliance for Improved Nutrition GCC Gulf Cooperation Council GCMMF Gujarat Cooperative Milk Marketing Federation GDP Gross Domestic Product GHI Global Hunger Index GLOBOCAN Global Cancer Observatory 15Term Full form / Description GMP Good Manufacturing Practices GSO General Service Officer / Gulf Standards Organization (context-specific) HFSS High in Fat, Sugar and Salt HNCL Hexagon Nutrition China Limited HNEPL Hexagon Nutrition (Exports) Private Limited HNHPL Hexagon Nutrition Healthcare Private Limited HNPTY Hexagon Nutrition Proprietary Limited HNLLC Hexagon Nutrition Limited Liability Company HNIPL Hexagon Nutrition (International) Private Limited HKD Hong Kong Dollar HP Health Promotion / Hewlett-Packard (context-specific) HUL Hindustan Unilever Limited IARC International Agency for Research on Cancer IBS Irritable Bowel Syndrome ICDS Integrated Child Development Services ICMR Indian Council of Medical Research ICU Intensive Care Unit IDD Iodine Deficiency Disorders IDF International Diabetes Federation IFA Iron and Folic Acid IFPRI International Food Policy Research Institute II Industrial Injuries / Institutional Investor (context-specific) III India Infrastructure Index / International Investment Initiative (context-specific) IMF International Monetary Fund INDIAB India Diabetes Study ITC Imperial Tobacco Company of India Limited (now ITC Limited) JAY Jan Arogya Yojana LASI Longitudinal Ageing Study in India MAGGI Maggi (brand of Nestlé) MCP Medical Care Plan / Maternal Child Protection MNP Micronutrient Powder MOSPI Ministry of Statistics and Programme Implementation MWCD Ministry of Women and Child Development NCD Non-Communicable Diseases NCG National Cancer Grid NCRP National Cancer Registry Programme NDDB National Dairy Development Board NFHS National Family Health Survey NHM National Health Mission NICE National Institute for Health and Care Excellence NIN National Institute of Nutrition NITI National Institution for Transforming India (NITI Aayog) NKFI National Kidney Foundation of India NNM National Nutrition Mission NNMB National Nutrition Monitoring Bureau National Programme for Prevention and Control of Cancer, Diabetes, Cardiovascular NPCDCS Diseases and Stroke 16Term Full form / Description NPHCE National Programme for Health Care of Elderly NSSO National Sample Survey Office OBESIGO Obesity in Pregnancy study (context-specific) PATH Program for Appropriate Technology in Health PDS Public Distribution System PE Physical Education / Pulmonary Embolism (context-specific) PEDIAGOLD PediaGold (nutrition supplement brand) PENTASURE PentaSure (nutritional supplement brand) PIB Press Information Bureau PLFS Periodic Labour Force Survey PLI Production Linked Incentive PM Prime Minister PMDA Pharmaceuticals and Medical Devices Agency (Japan) POSHAN Prime Minister’s Overarching Scheme for Holistic Nutrition PPP Public Private Partnership / Purchasing Power Parity RBI Reserve Bank of India RDC Research and Development Centre RFS Ready-to-Feed Supplement / Rural Financial Services (context-specific) RNA Ribonucleic Acid RTE Right to Education RUTF Ready-to-Use Therapeutic Food RUTF/RUSF Ready-to-Use Therapeutic Food / Ready-to-Use Supplementary Food SAM Severe Acute Malnutrition SDG Sustainable Development Goals SEBI Securities and Exchange Board of India SUN Scaling Up Nutrition TGA Therapeutic Goods Administration (Australia) THR Take Home Rations UAE United Arab Emirates UHT Ultra-High Temperature (processed milk) UK United Kingdom UN United Nations UNFPA United Nations Population Fund UNICEF United Nations International Children’s Emergency Fund US United States USA United States of America USD United States Dollar USI Universal Salt Iodization UZS Uzbekistan Som WHO World Health Organization WIFS Weekly Iron and Folic Acid Supplementation AWCs Anganwadi Centres NRCs Nutrition Rehabilitation Centres SHGs Self-Help Groups ZAR South African Rand Conventional and General Terms / Abbreviations 17Term Description “AAEC” Appreciable Adverse Effect on Competition “A.Y.” or “AY” Assessment Year “ABRY” Aatmanirbhar Bharat Rojgar Yojana “A/C” Account “AGM” Annual General Meeting “AIF(s)” An alternative investment fund as defined in, and registered with SEBI under, the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 “AS” or “Accounting Standard” Accounting Standards as issued by the Institute of Chartered Accountants of India “Associate” A person who is an associate of the issuer and as defined under the Companies Act, 2013 “Authorized Dealers” Authorized Dealers registered with RBI under the Foreign Exchange Management (Foreign Currency Accounts) Regulations, 2000 “Bn” or “bn” Billion “BSE” BSE Limited “CAGR” Compound Annual Growth Rate “Category I FPI” FPIs registered as “Category I foreign portfolio investors” under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019. “Category II FPI” FPIs registered as “Category II foreign portfolio investors” under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019. “CCI” Competition Commission of India. “CDSL” Central Depository Services (India) Limited. “CIN” Corporate Identity Number. “CMP” Current Market Price “Companies Act, 1956” The erstwhile Companies Act, 1956 along with the relevant rules made thereunder. “Companies Act, 2013” or Companies Act 2013, as amended read with rules, regulations, clarifications “Companies Act” and modifications thereunder. “Competition Act” Competition Act, 2002, as amended and the rules and regulations made thereunder. “COVID-19” A public health emergency of international concern as declared by the World Health Organization on January 30, 2020 and a pandemic on March 11, 2020. “Consolidated FDI Policy” The extant consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any modifications thereto or substitutions thereof, issued from time to time. “Control” Control as defined under the Takeover Regulations, and the term “Controlled” shall be construed accordingly. “Copyright Act” Copyright Act, 1957. “CPC” Code of Civil Procedure, 1908. “CrPC” Code of Criminal Procedure, 1973. “CSR” Corporate Social Responsibility. “CY” Calendar year. “Debt to Equity Ratio” Debt equity ratio is calculated as total borrowings divided by total equity. “Depositories Act” The Depositories Act, 1996. “Depository” A depository registered with under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996. “DIN” Director Identification Number. 18Term Description “DPIIT” Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry (formerly Department of Industrial Policy and Promotion), GoI. “DP ID” Depository Participant’s identity number. “EBITDA” Earnings before interest, taxes, depreciation and Amortization excluding other income. “EBITDA Margin” EBITDA Margin is the percentage of EBITDA divided by revenue from operations. “EGM” Extraordinary General Meeting. “EMI” Equated Monthly Installment “EPS” Earnings per share. “ERP” Enterprise Resource Planning. “ESIS” Employees’ State Insurance Scheme. “Euro” or “EUR” Euro, the official single currency of the participating member states of the European Economic and Monetary Union of the Treaty establishing the European Community. “FCNR” Foreign currency non-resident account. “FDI” Foreign Direct Investment. “FDI Circular” The Consolidated Foreign Direct Investment Policy bearing DPIIT file number 5(2)/2020-FDI Policy dated October 15, 2020, effective from October 15, 2020, issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India, and any modifications thereto or substitutions thereof, issued from time to time. “FEMA” The Foreign Exchange Management Act, 1999 read with rules and regulations thereunder. “FEMA Non-Debt Rules” Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended. “Financial Year” or “Fiscals” or The period of 12 months commencing on April 1 of the immediately preceding “fiscal year” calendar year and ending on March 31 of that particular calendar year. “FPIs” A foreign portfolio investor who has been registered pursuant to the SEB1 FPI Regulations. “FVCI” Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI. “GDP” Gross Domestic Product. “GoI” or “Government” Government of India. “GST” Goods and Services Tax. “HUF(s)” Hindu Undivided Family(ies). “ICAI” Institute of Chartered Accountants of India, New Delhi. “ICRA” ICRA Limited. “IFRS” International Financial Reporting Standards of the International Accounting Standards Board. “IMF” International Monetary Fund. “Income Tax Act” Income-tax Act, 1961, read with the rules framed thereunder. “Income Tax Rules” Income-tax Rules, 1962, as amended. “Ind AS” The Indian Accounting Standards referred to in the Companies Act 2013 and Companies (Indian Accounting Standard) Rules, 2015, as amended. “Indian GAAP” Generally Accepted Accounting Principles in India. “INR” or “Rupee” or “₹” or Indian Rupee, the official currency of the Republic of India. 19Term Description “Rs.” “Ind AS 24” Indian Accounting Standard 24 issued by the ICAI. “IPC” Indian Penal Code, 1860, as amended. “IQF” Individual Quick Freezing. “IRDAI” Insurance Regulatory and Development Authority of India. “ISO” International Organization for Standardization. “IST” Indian Standard Time. “IT” Information Technology. “KPIs” Key Performance Indicators. “KVA” Kilovolt Ampere. “MCA” The Ministry of Corporate Affairs, Government of India. “Mn” Million. “Mutual Funds” Mutual funds registered with the SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996. “N.A.” or “NA” Not Applicable. “NACH” National Automated Clearing House. “NAV” Net Asset Value. “NEFT” National Electronic Fund Transfer. “NPCI” National Payments Corporation of India. “NRE accounts” NRI Non-Resident External account. “NRI” or “Non-resident Indian” A person resident outside India, who is a citizen of India as defined under the Foreign Exchange Management (Deposit) Regulations, 2016 or an “Overseas Citizen of India” cardholder within the meaning of Section 7(A) of the Citizenship Act, 1955. “NRO accounts” Non-Resident Ordinary accounts. “NSDL” National Securities Depository Limited. “NSE” National Stock Exchange of India Limited. “OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or Body” indirectly to the extent of at least 60% by NRIs, including overseas trusts in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended from time to time. OCBs are not allowed to invest in this Offer. “P/E Ratio” Price/Earnings Ratio. “p.a.” Per annum. “PAN” Permanent account number. “PAT” Profit after tax. “PCB(s)” Pollution Control Board(s). “PPE” Property Plant Equipment. “Provident Fund” Provident fund for employees managed by the Employee’s Provident Fund Organisation in India. “RBI” Reserve Bank of India. “Regulation S” Regulation S under the U.S. Securities Act. “RoNW” Return on Net Worth. “RTGS” Real Time Gross Settlement. “SCRA” Securities Contract (Regulation) Act, 1956. “SCRR” The Securities Contracts (Regulation) Rules, 1957. 20Term Description “SCSB” Self-Certified Syndicate Bank. “SCORES” Securities and Exchange Board of India Complaints Redress System. “SEBI” Securities and Exchange Board of India established under Section 3 of the SEBI Act, as amended. “SEBI Act” Securities and Exchange Board of India Act, 1992, as amended. “SEBI AIF Regulations” Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended. “SEBI SBEB Regulations” Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 “SEBI FPI Regulations” Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as amended. “SEBI FVCI Regulations” Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as amended. “SEBI ICDR Regulations” Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. “SEBI Listing Regulations” Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. “SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, Regulations” 1992, as amended. “Sq. Ft.” or “sq. ft.” Square Feet. “Sq. mtr.” or “sq. mtrs.” Square Meter. “State Government” The government of a state in India. “STT” Securities transaction tax. “Takeover Regulations” Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. “TAN” Tax deduction account number. “TDS” Tax deducted at source. TreDS Trade Receivables Discounting System. “U.S.” or “United States” The United States of America, together with its territories and possessions, any state of the United States of America and the District of Columbia. “U.S. Securities Act” United States Securities Act of 1933, as amended. “VAT” Value added tax. “VCFs” Venture capital funds as defined in and registered with the SEBI under the Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI AIF Regulations, as the case may be. Key Performance Indicators (as defined in the Basis for Offer Price section) Key Performance Indicator Definition Financial Indicators Revenue from Operations (₹ “Revenue from Operations” refers to the income earned by the Company Million) from its core operating activities, excluding other income. Total Revenue “Total Revenue” denotes the aggregate revenue generated by the Company, including Revenue from Operations and other income, during (₹ Million) a given period. EBITDA (₹ Million) “EBITDA” (Earnings Before Interest, Tax, Depreciation and Amortisation) provides information regarding the operational efficiency of the business by reflecting profits from core operations before accounting for financing and non-cash expenses. EBITDA Margin (%) “EBITDA Margin” means EBITDA as a percentage of Revenue from Operations, indicating the operational profitability and financial 21Key Performance Indicator Definition performance of the Company. Profit After Tax (₹ Million) “Profit After Tax” refers to the net profit of the Company after accounting for income tax, reflecting its overall profitability for the period. PAT Margin (%) “PAT Margin” means Profit After Tax expressed as a percentage of Total Revenue, serving as an indicator of overall profitability and financial performance. Return on Equity (RoE) (%) “Return on Equity” represents the profit attributable to shareholders as a percentage of average shareholders’ equity, showing how efficiently the Company generates profits from shareholders’ funds. Debt-to-Equity Ratio “Debt-to-Equity Ratio” indicates the relationship between total borrowings and shareholders’ equity, and is used to evaluate the financial leverage of the Company. Interest Coverage Ratio “Interest Coverage Ratio” measures the Company’s ability to meet its interest obligations and is calculated as earnings before interest and tax divided by interest expenses. Return on Capital Employed “RoCE” is calculated as Profit Before Tax plus Finance Costs divided by (RoCE) (%) the sum of total equity and borrowings (current and non-current), indicating the efficiency with which capital is employed. Current Ratio “Current Ratio” means the ratio of current assets to current liabilities, measuring the Company’s ability to meet its short-term obligations. Net Working Capital Turnover “Net Working Capital Turnover Ratio” is used to assess how effectively Ratio the Company utilises its working capital to generate revenue. Operational Indicators Capacity Utilisation (%) “Capacity Utilisation” indicates the percentage of installed capacity that has been actually used for production or processing during a specified period. Number of Customers Served “Number of Customers Served” means the total count of customers who purchased products during a specific period, reflecting the Company’s customer base and market reach. Number of Repeated Customers “Number of Repeated Customers” refers to the count of customers who made more than one purchase within a period, highlighting customer loyalty and retention. Revenue from Top 10 Customers “Revenue from Top 10 Customers” denotes the aggregate revenue contributed by the Company’s ten largest customers, ranked by revenue, on a consolidated basis. Segment-wise Revenue “Segment-wise Revenue” refers to the breakdown of revenue by business segments as identified and reported by the Company, presenting the contribution of each segment to overall revenue. 22CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION Certain Conventions All references to “India” in this Draft Red Herring Prospectus are to the Republic of India, together with its territories and possessions, and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. All references herein to the “U.S.”, “U.S.A.”, or the “United States” are to the United States of America and its territories and possessions. Unless otherwise stated, all references to page numbers in this Draft Red Herring Prospectus are to page numbers of this Draft Red Herring Prospectus. The Previous DRHP stands replaced in its entirety by this Draft Red Herring Prospectus. Investors are cautioned against placing any reliance on the Previous DRHP. Currency and Units of Presentation All references to “Rupee(s)”, “Rs.” or “₹” or “INR” are to Indian Rupees, the official currency of the Republic of India. All references to “US$” or “USD” or “U.S. Dollars” are to United States Dollar, the official currency of the United States of America. Exchange Rates This Draft Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all. (in ₹) Currency Exchange rate*# as on March 31, 2025 March 31, 2024 March 31, 2023 USD 85.58 83.37 82.22 EURO 92.32 90.22 89.61 GBP 110.74 105.29 101.87 *If the RBI reference rate is not available on a particular date due to a public holiday, exchange rate of the previous working day has been disclosed #Rounded off to two decimal places. Source: www.fbil.org.in and www.fedai.org.in Time Unless otherwise specified, all references to time in this Draft Red Herring Prospectus are to Indian Standard Time. Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year. Financial and Other Data Unless stated or the context requires otherwise, the financial information in this Draft Red Herring Prospectus is derived from our Restated Consolidated Financial Information. The Restated Consolidated Financial Information have been prepared from: The Audited Consolidated Financial Statements of the Company and its Subsidiaries as at and for the financial year ended March 31, 2025 prepared in accordance with the accounting principles generally accepted in India including Indian Accounting Standards (referred to as "Ind AS") specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally 23accepted in India which have been approved by the Board of Directors at their meeting held on June 02, 2025; and For further information, see “Restated Consolidated Financial Information” on page 337. Our Company’s Fiscal commences on April 1 and ends on March 31 of the next year. Accordingly, all references to a particular Fiscal, unless stated otherwise, are to the 12-month period ended on March 31 of that year. There are significant differences between IGAAP, Ind AS, U.S. GAAP and IFRS. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Draft Red Herring Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our Company’s financial data. For risks in this regard, see “Risk Factors – 69 - Significant differences exist between Ind AS used to prepare our financial information and other accounting principles, such as US GAAP and IFRS, which may affect investors’ assessments of our Company’s financial condition.” on page 88. Accordingly, the degree to which the financial information included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting policies and practices on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. Our Company does not provide reconciliation of its financial information to IFRS or U.S. GAAP. The Company is preparing its financial statements in accordance with Indian Accounting Standards (Ind AS), as prescribed by the Ministry of Corporate Affairs (MCA). The company has no requirement to prepare financial statements under any other generally accepted accounting principles (GAAP) other than Ind AS”. Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 38, 225 and 421 respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of the Restated Consolidated Financial Information, derived from our audited financial statements prepared in accordance with the applicable accounting standards described under Section 133 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, as amended and other accounting principles generally accepted in India, read with provisions of the Companies Act, 2013 and restated in accordance with SEBI ICDR Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all the percentage figures have been rounded off to two decimal places. Non-GAAP Financial Measures This Draft Red Herring Prospectus contains certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance like Revenue from Operations, EBITDA (excluding Non- Operating Income), EBITDA (Excluding Non- Operating Income) Margin, PAT, PAT Margin, Net Debt, Net Asset Value per Share, Return on Equity (“ROE”), Return on Capital Employed (“ROCE”), Debt to Equity ratio, Interest coverage ratio and Current Ratio, and certain other statistical information relating to our operations and financial performance that are not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or US GAAP (together, “Non-GAAP financial measures”). These Non-GAAP financial measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ periods or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. We compute and disclose such non-Indian GAAP financial measures and such other statistical information relating to our operations and financial performance as we consider such information to be useful measures of our business and financial performance. These Non-GAAP financial measures and other statistical and other information relating to our operations and financial performance may not be computed on the basis of any standard methodology that is applicable across the industry and therefore may not be comparable to financial measures and statistical information of similar nomenclature that may be computed and presented by other companies and are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly 24titled measures presented by other companies. For risks in relation to Non-GAAP financial measures, see “Risk Factors – 59 - We have in this Draft Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the industry, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies” on page 81. Industry and Market Data Unless otherwise indicated, industry and market data contained in this section is derived from the report dated September 4, 2025 titled ‘Industry Report on Indian Nutrition and Wellness Industry’ (the “CARE Report”) prepared and issued by CARE Analytics and Advisory Private Limited, which has been exclusively commissioned and paid for by our Company in connection with the Offer pursuant to an engagement letter dated March 31, 2025. A copy of the CARE Report is available on the website of our Company at www.hexagonnutrition.com. Unless otherwise indicated, all financial, operational, industry and other related information derived from the CARE Report and included herein with respect to any particular year, refers to such information for the relevant Fiscal. The information included in this section includes excerpts from the CARE Report and may have been re-ordered by us for the purposes of presentation. For more information, see “Risk Factors – 46 - Certain sections of this Draft Red Herring Prospectus contain information from the CARE Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.” on page 76. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured. The data used in these sources may have been re-classified by us for the purposes of presentation. Data from these sources may also not be comparable. The extent to which industry and market data set forth in this Draft Red Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry sources. Accordingly, no investment decision should be made solely on the basis of such information. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those disclosed in “Risk Factors” on page 38. In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” on page 142 includes information relating to our peer group. Such information has been derived from publicly available sources. Accordingly, no investment decision should be made solely on the basis of such information. The CARE Report is available on the website of our Company at www.hexagonnutrition.com. The CARE Report is subject to the following disclaimer: “This report is prepared by CARE Analytics and Advisory Private Limited (“CARE”). CARE has taken utmost care to ensure accuracy and objectivity while developing this report based on information available in CARE’s proprietary database, and other sources considered by CARE as accurate and reliable including the information in public domain. The views and opinions expressed herein do not constitute the opinion of CARE to buy or invest in this industry, sector or companies operating in this sector or industry and is also not a recommendation to enter into any transaction in this industry or sector in any manner whatsoever. This report has to be seen in its entirety; the selective review of portions of the report may lead to inaccurate assessments. All forecasts in this report are based on assumptions considered to be reasonable by CARE; however, the actual outcome may be materially affected by changes in the industry and economic circumstances, which could be different from the projections. Nothing contained in this report is capable or intended to create any legally binding obligations on the sender or CARE which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. CARE is also not responsible for any errors in transmission and specifically states that it, or its directors, employees, parent company – CARE Ratings Ltd., or its directors, employees do not have any financial liabilities whatsoever to the subscribers/users of this report. The subscriber/user assumes the entire risk of any use made of this report 25or data herein. This report is for the information of the authorised recipient in India only and any reproduction of the report or part of it would require explicit written prior approval of CARE. CARE shall reveal the report to the extent necessary and called for by appropriate regulatory agencies, viz., SEBI, RBI, Government authorities, etc., if it is required to do so. By accepting a copy of this Report, the recipient accepts the terms of this Disclaimer, which forms an integral part of this Report.” Notice to Prospective Investors in the United States The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Draft Red Herring Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the United States. In making an investment decision, investors must rely on their own examination of our Company and the terms of the Offer, including the merits and risks involved. The Equity Shares have not been and will not be registered under the U. S. Securities Act or any other applicable law of the United States and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of each jurisdiction where such offers and sales are made. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made, by persons in any such jurisdiction except in compliance with the applicable laws of such jurisdiction. For further details, see “Other Regulatory and Statutory Disclosures – Eligibility and Transfer Restrictions” on page 476. 26FORWARD-LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “can”, “could”, “continue”, “expect”, “estimate”, “goal”, “intend”, “may”, “likely”, “objective”, “plan”, “purpose”, “project”, “should” “will”, “will continue”, “will achieve”, “shall” “seek to”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward- looking statements. However, these are not the exclusive means of identifying forward looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. For the reasons described below, we cannot assure investors that the expectations reflected in these forward-looking statements will prove to be correct. Therefore, investors are cautioned not to place undue reliance on such forward-looking statements and not to regard such statements as a guarantee of future performance. These forward-looking statements, whether made by us or a third-party, are based on our current plans, estimates, presumptions and expectations and actual results may differ materially from those suggested by the forward- looking statements due to risks or uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining to the industry in which our Company and Subsidiaries have businesses and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India and globally which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in laws, regulations and taxes and changes in competition in our industry and incidents of any natural calamities and/or acts of violence Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following: 1. Our business is significantly dependent on the premix formulations segment, and any adverse impact on this segment may materially affect our financials. 2. A large portion of our revenue comes from a limited number of customers and losing them or reduced orders may harm our business. 3. Sale of expired, defective, or non-compliant products or quality failures could result in liability, reputational harm, and financial loss. 4. Lack of long-term contracts with raw material suppliers exposes us to price volatility and sourcing risks affecting profitability. 5. Dependence on R&D for new product launches makes us vulnerable to delays or failures in commercialization. 6. Counterfeit and look-alike products in the domestic market may damage our brand and hurt financial performance. 7. Concentration of revenue in select Indian states exposes us to regional risks that may impact operations and cash flows. 8. Historical capacity utilization is not indicative of future performance, and our facilities are significantly underutilized. 9. Our operations are subject to compliance with evolving health, safety, and environmental regulations. 10. Production disruptions, shutdowns, or machinery breakdowns at our facilities could materially impact our operations and growth. For a discussion of factors that could cause our actual results to differ from our expectations, see “Risk Factors”, “Our Business”, “Industry Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 38, 225, 163 and 421 respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual gains or losses could materially differ from those that have been estimated and are not a guarantee of future performance. Forward-looking statements reflect our views as of the date of this Draft Red Herring Prospectus and are not a guarantee of future performance. There can be no assurance to investors that the expectations reflected in these forward-looking statements will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and not to regard such statements to be a guarantee of our 27future performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on the currently available information. Although we believe the assumptions upon which these forward- looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. None of our Company, Directors, the Selling Shareholders, and the BRLMs or their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with regulatory requirements, our Company will ensure that investors in India are informed of material developments from the date of filing of the Red Herring Prospectus until the date of Allotment. Each of the Selling Shareholders shall, severally and not jointly, ensure that the Company is informed of material developments in relation to the statements and undertakings specifically undertaken or confirmed by them in relation to themselves and their respective portion of the Offered Shares in the Red Herring Prospectus until the date of Allotment. 28SUMMARY OF THE OFFER DOCUMENT The following is a general summary of certain disclosures of the terms of the Offer and is neither exhaustive, nor purports to contain a summary of all the disclosures in this Draft Red Herring Prospectus, Red Herring Prospectus or Prospectus, or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Draft Red Herring Prospectus, including “Risk Factors”, “Objects of the Offer”, “Our Business”, “Industry Overview”, “Capital Structure”, “The Offer”, “Our Promoters and Promoter Group”, “Restated Consolidated Financial Information”, “Outstanding Litigation and Material Developments”, "Management’s Discussion and Analysis of Financial Condition and Results of Operation", “Offer Procedure” and “Main Provision of the Articles of Association” on pages 38, 139, 225, 163, 115, 96, 329, 337, 445, 421, 494, and 515 respectively. Summary of the primary business of the Company We are a differentiated and research-oriented pure play nutrition Company. We are holistic nutrition player that offers products across a whole range starting with micronutrient premixes, right up to therapeutic and clinical products (Source: CARE Report). We are also one of the largest premix players in India, offering customised vitamin and mineral premixes to leading Indian and multinational FMCG companies. It is also one of the largest licensed suppliers of Micronutrient Powders (MNPs) under UN programmes, supporting global food fortification and public health initiatives (Source: CARE Report). Our product portfolio addresses a broad spectrum of nutritional aspects such as fortification of foods, therapeutic nutrition, clinical nutrition and alleviation of malnutrition. We are a fully integrated company engaged across the entire value chain, right from research and product development to manufacturing and marketing, with a focus on quality. For further details, see “Our Business” on page 225. Summary of the industry in which our Company operates The global nutrition industry is witnessing sustained growth, shaped by regional dynamics and evolving consumer preferences. North America emphasizes personalised nutrition through digital tools, Europe leads with organic and clean label products, Japan focuses on age-specific supplements, China shows rising demand for preventive wellness, and India is expanding in Ayurvedic nutrition. These shifts reflect a broad movement toward functional, natural, and customised solutions. Industry growth is underpinned by demographic trends such as ageing populations, higher healthcare spending, and increasing health awareness. At the same time, persistent challenges like undernutrition particularly in India, which accounts for a third of global cases continue to drive demand for clinical nutrition and fortified foods. Together, these opportunities and challenges position the nutrition industry at the intersection of public health and consumer-driven innovation. For further details, see “Industry Overview” on page 163. Name of our Promoters Our Promoters are Arun Purushottam Kelkar, Subhash Purushottam Kelkar, Vikram Arun Kelkar and Nikhil Arun Kelkar. For details, see “Our Promoters and Promoter Group” on page 329. Offer size The following table summarizes the details of the Offer: Offer of Equity Shares by way of Offer for Up to 30,859,704 equity shares of face value ₹ 1 each, for cash Sale(1)(2) at a price of ₹[●] each, aggregating up to ₹ [●] million by the Selling Shareholders. (1) The Offer has been approved by our Board pursuant to the resolution passed at its meeting held on June 27, 2025 and same has been noted in the Extra-ordinary general meeting dated June 28, 2025. Further, our Board has taken on record the participation of the Selling Shareholders in the Offer for Sale pursuant to its resolution dated June 27, 2025. (2) The Selling Shareholders, confirm that the Offered Shares have been held by them, severally not jointly, for a period of at least one year prior to filing of this Draft Red Herring Prospectus in accordance with Regulation 8 of the SEBI ICDR Regulations and accordingly, are eligible for the Offer in accordance with the provisions of the SEBI ICDR Regulations. For details on the authorization by the Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures” on page 471. 29The Offer shall constitute [●] % of the fully diluted post-Offer equity share capital of our Company. See “The Offer” on page 96. Objects of the Offer The Selling Shareholders will be entitled to the entire proceeds of the Offer, in proportion to their respective portion of the Offered Shares, after deducting the Offer expenses and relevant taxes thereon. Our Company will not receive any proceeds from the Offer. The objects of the Offer are to (i) achieve the benefits of listing the Equity Shares on the Stock Exchanges; and (ii) carry out the Offer for Sale and transfer of up to 30,859,704 Equity Shares of face value of ₹ 1 each aggregating to ₹ [●] million by the Selling Shareholders. For further details, see “Objects of the Offer” on page 139. Aggregate pre-Offer shareholding of our Promoters, members of our Promoter Group and the additional top 10 Shareholders The aggregate pre-Offer shareholding of our Promoters and members of our Promoter Group and the additional top 10 Shareholders as a percentage of the pre-Offer paid-up equity share capital of the Company is set out below: Shareholders Pre-Offer Post-Offer shareholding as at Allotment shareholding as on At the lower end of the At the upper end of the price date of the Price price band (₹[●]) band (₹[●]) Band Advertisement* Number Percentage Number Shareholding Number Shareholding of of the pre- of Equity (in %)(1)(2) of (in %)(1)(2) Equity Offer Shares(1) Equity Shares Equity (2) Shares(1) Share (2) capital (%)(1) Promoters Arun [●] [●] [●] [●] [●] [●] Purushottam Kelkar Subhash [●] [●] [●] [●] [●] [●] Purushottam Kelkar Vikram Arun [●] [●] [●] [●] [●] [●] Kelkar Nikhil Arun [●] [●] [●] [●] [●] [●] Kelkar Sub- total (A) [●] [●] [●] [●] [●] [●] Promoter Group Aditya Kelkar [●] [●] [●] [●] [●] [●] Anuradha Arun [●] [●] [●] [●] [●] [●] Kelkar Nutan Subhash [●] [●] [●] [●] [●] [●] Kelkar Sub-total (B) [●] [●] [●] [●] [●] [●] Additional top 10 shareholders* [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] Sub-total (C) [●] [●] [●] [●] [●] [●] Total [●] [●] [●] [●] [●] [●] (D=A+B+C) Notes: 30(1) Includes all options that have been exercised until date of prospectus and any transfers of equity shares by existing shareholders after the date of the pre-offer and price band advertisement until date of prospectus. (2) To be updated on the basis of Offer Price of ₹ [●] and subject to finalization of the basis of allotment. * To be updated on Price Band advertisement. For further details of the Offer, see “Capital Structure” beginning on page 115. Summary of Selected Financial Information The details of selected financial information as set out under the SEBI ICDR Regulations as at and for the Fiscals 2025, 2024 and 2023, derived from the Restated Consolidated Financial Information are as follows: (in ₹ million, except per share data) Particulars As at and for the Fiscal 2025 2024 2023 Equity Share capital 110.63 110.63 110.63 Net worth(1) 1955.99 1762.87 1638.42 Total Income 3,312.87 3,046.21 2,816.46 Restated profit/(loss) for the year 243.77 122.14 58.24 Earnings per share -Basic 1.75 1.10 0.51 -Diluted^ 1.75 0.99 0.47 Net asset value per share (in ₹/share)(2) 15.91 14.34 13.33 Total borrowings 266.00 368.93 518.73 (1) Net worth means the aggregate value of the paid up share capital of the Company and all reserves created out of profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, miscellaneous expenditure not written off, as per the Restated Consolidated Financial Information, but does not include reserves created out of revaluation of assets, capital reserve, foreign currency translation reserve, write-back of depreciation as at period /year end, as per the Restated Consolidated Financial Information of the Company. (2) Net Asset Value per Equity Share is computed as equity attributable to owners of the company divided by weighted average number of shares considered for computing Diluted Earnings Per Share EPS excluding FCTR etc. ^ For FY 2024-25 diluted EPS is equal to basic EPS As diluted EPS is Anti Dilutive in Nature. For further details, see “Restated Consolidated Financial Information” and “Other Financial Information” on pages 337 and 413, respectively. Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial Information There are no qualifications by the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial Information. Summary of outstanding litigation A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors and Promoters, Key Managerial Personnel and Senior Management in accordance with the SEBI ICDR Regulations and the Materiality Policy, as of the date of this Draft Red Herring Prospectus is disclosed below: (₹ in million) Nature of Cases Number of outstanding cases Amount Involved* Litigation involving our Company Criminal proceedings against our Company Nil - Criminal proceedings by our Company 7 6.17 Material civil litigation against our Company Nil - Material civil litigation by our Company Nil - Outstanding actions by regulatory and statutory 1 Not Ascertainable authorities Direct and indirect tax proceedings 4 16.40 Litigation involving our Subsidiaries 31Nature of Cases Number of outstanding cases Amount Involved* Criminal proceedings against our Subsidiaries Nil - Criminal proceedings by our Subsidiaries Nil - Material civil litigation against our Subsidiaries Nil - Material civil litigation by our Subsidiaries 5 0.43* Actions by statutory or regulatory Authorities Nil - Direct and indirect tax proceedings 5 46.49 Other Legal Proceedings 1 Not Ascertainable Litigation involving our Directors (Other than Promoters) Criminal proceedings against our Directors Nil - Criminal proceedings by our Directors Nil - Material civil litigation against our Directors Nil - Material civil litigation by our Directors Nil - Actions by statutory or regulatory authorities Nil - Direct and indirect tax proceedings Nil - Litigation involving our Promoter Criminal proceedings against our Promoter Nil - Criminal proceedings by our Promoter Nil - Material civil litigation against our Promoter 1 Not Ascertainable Material civil litigation by our Promoter Nil - Actions by statutory or regulatory authorities 1 Not Ascertainable Direct and indirect tax proceedings 6 3.22 Litigation involving our KMP and SM (other than Promoters) Criminal proceedings against our KMP and SM Nil - Criminal proceedings by our KMP and SM Nil - Actions by statutory or regulatory authorities Nil - Direct and indirect tax proceedings 2 Nil *Of the five pending litigations involving our Subsidiaries, three have been initiated by our foreign subsidiaries, involving an aggregate amount of USD 656,041. As on the date of this Draft Red Herring Prospectus, our Company does not have Group Company. For further details, see “Outstanding Litigation and Material Developments” on page 445. Risk Factors For details of the risks applicable to us, see “Risk Factors” on page 38. Specific attention of Bidders is invited to the section “Risk Factors” on page 38 of this Draft Red Herring Prospectus. Bidders are advised to read the risk factors carefully before taking an investment decision in the Offer. Set forth below are the top 10 risk factors applicable to our Company: 1. We are significantly dependent on the premix formulation segment for a substantial portion of our revenues. During Fiscal 2025, Fiscal 2024, and Fiscal 2023, revenue from the premix formulations segment amounted to ₹ 1,546.95 million, ₹ 1,333.13 million, and ₹ 1,527.99 million, respectively, contributing 47.61%, 44.78%, and 54.86% of our revenue from operations for the respective Fiscals. Any adverse development affecting this segment may have a material adverse effect on our business, financial condition, and results of operations. 2. We are dependent on a limited number of customers for a significant portion of our revenue. During the Fiscal 2025, Fiscal 2024, and Fiscal 2023, revenue from our top 10 customers aggregated to ₹ 1,490.49 million, ₹ 1,453.69 million, and ₹ 1,271.29 million, constituting approximately 45.87%, 48.83%, and 45.65% of our revenue from operations, respectively. Loss of one or more such customers or a reduction in their order volumes may adversely affect our business, financial condition, and results of operations. 3. Sale of expired, defective, or non-compliant products, or failure to meet applicable quality standards, could expose us to significant liability, damage our reputation, and adversely affect our business, results of operations, and financial condition. 4. We do not have long-term contracts with our raw material suppliers, and volatility in raw material prices 32or adverse sourcing conditions may adversely impact our operations, profitability, and financial performance. 5. Our efforts to introduce new products are dependent on the success of our research and development initiatives. Our inability to successfully develop and commercialise new products in a timely manner could adversely impact our business, growth, and financial condition. 6. The presence of counterfeit and look-alike products, particularly in the domestic market, may harm our brand reputation, erode customer trust, and adversely impact our business and financial performance. 7. Majority of our revenue from operations are generated from key states of India, including Maharashtra, Karnataka, Tamil Nadu, Gujarat, Telangana, West Bengal and Uttar Pradesh which exposes our operations to potential geographical concentration risks arising from local and regional factors which may adversely affect our operations and in turn our business, results of operations and cash flows. 8. Our historical installed capacities and capacity utilization may not be indicative of future performance. Further, our manufacturing facilities remain significantly underutilised. 9. Our operations are subject to evolving health, safety and environmental laws and regulatory standards. 10. Any disruption in production at, or shutdown of, our manufacturing facilities, or breakdown of machinery could materially and adversely affect our business operations, financial condition, and growth prospects. Summary table of contingent liabilities The details of our contingent liabilities (as per Ind AS 37) derived from the Restated Consolidated Financial Information are set forth below: (₹ in million) Particulars As on March 31, As on March 31, As on March 31, 2025 2024 2023 Contingent liabilities - - 0.24 Capital Commitments (to the extent not 6.88 29.01 40.74 provided for) Corporate Guarantee 788.50 748.00 756.29 Bank Guarantee 54.16 18.65 16.16 Statutory Dues 27.09 27.47 26.48 Total 876.63 823.13 839.91 For further details of our contingent liabilities, see “Restated Consolidated Financial Information – Note 37 - Contingent liabilities, contingent assets and commitments as identified by the Group” on page 337. Summary of related party transactions A summary of the related party transactions for the Fiscals 2025, 2024 and 2023, as per Ind AS 24 – Related Party Disclosures read with the SEBI ICDR Regulations and derived from our Restated Consolidated Financial Information is set out below: (₹ in million) Name of Related party Nature of transaction For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Arun Kelkar Director's Remuneration 14.77 14.77 12.80 Nikhil Kelkar Director's Remuneration 16.12 16.12 13.42 Vikram Kelkar* Director's Remuneration 21.65 19.71 16.42 Subhash Kelkar Director's Remuneration 11.10 11.10 10.57 Aditya Kelkar Director's Remuneration 5.15 5.15 4.90 Chandra Prakash Jain Director Sitting fees - 0.11 0.39 Sunil Deshmukh Director Sitting fees - - 0.26 Ashlesha Parchure Director Sitting fees 0.05 0.24 0.31 Aparna Sharma Director Sitting fees - - 0.21 Neeraj Katare Director Sitting fees - - 0.28 Aparna Sakpal Director Sitting fees 0.13 0.03 - Meena Mehta Director Sitting fees 0.02 - - 33Name of Related party Nature of transaction For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Nimesh Shukla Director Sitting fees 0.02 - - Guman mal Jain Salary - 5.75 5.87 Poonam Sharma Salary - - 0.70 Soman Jana Salary 3.90 - - Vedanti Vartak Salary 0.86 0.67 - Arun Kelkar Dividend - - 3.65 Nikhil Kelkar Dividend - - 3.18 Vikram Kelkar Dividend - - 3.89 Subhash Kelkar Dividend - - 3.63 Aditya Kelkar Dividend - - 0.23 Nutan S Kelkar Salary - 0.53 1.66 Nutan S Kelkar Professional Fees 1.60 1.60 - Preeti Kelkar Sale of Capital Items - 0.14 - Anuradha Kelkar Dividend - - 1.36 Nutan S Kelkar Dividend - - 0.54 Sunrise Nutrition Private Reimbursement for Expenses 0.01 0.03 0.00 Limited Hexagon Nutrition Purchase of Goods 17.64 15.25 111.34 (Exports) Private Limited Hexagon Nutrition Sale of Goods 8.92 12.07 26.07 (Exports) Private Limited Hexagon Nutrition Corporate Guarantee Given 200.00 200.00 260.50 (Exports) Private Limited Hexagon Nutrition Corporate Guarantee Income 0.42 0.91 1.09 (Exports) Private Limited Hexagon Nutrition Business Support Service 11.41 10.92 13.50 (Exports) Private Limited Income Hexagon Nutrition Loan Taken - 240.00 - (Exports) Private Limited Hexagon Nutrition Interest on Loan Taken 26.51 1.13 - (Exports) Private Limited Hexagon Nutrition Sale of Goods 55.87 - - (International) Private Limited Hexagon Nutrition Purchase of MEIS Script - - 1.01 (International) Private Limited Hexagon Nutrition Discount Received on - - 0.02 (International) Private Purchase of MEIS Script Limited Hexagon Nutrition Sale of Capital Items 2.68 3.12 0.74 (International) Private Limited Hexagon Nutrition Purchase of Capital Items - - 2.48 (International) Private Limited Hexagon Nutrition Corporate Guarantee Given 230.00 228.00 175.79 (International) Private Limited Hexagon Nutrition Corporate Guarantee Income 1.34 1.58 0.95 (International) Private Limited Hexagon Nutrition Business Support Service 6.39 7.15 3.31 34Name of Related party Nature of transaction For the year ended March 31, 2025 March 31, 2024 March 31, 2023 (International) Private Income Limited Hexagon Nutrition Loan Given - 245.00 171.50 (International) Private Limited Hexagon Nutrition Loan Repayment Received 133.50 117.31 72.00 (International) Private Limited Hexagon Nutrition Interest on Loan Given 17.21 6.65 4.25 (International) Private Limited Hexagon Nutrition PTY Interest on Loan Given 1.08 1.65 1.43 Limited Hexagon Nutrition PTY Loan Given 8.83 - - Limited Hexagon Nutrition PTY Loan Repayment Received 10.51 - - Limited Hexagon Nutrition LLC Sale of Goods 26.18 - 17.15 Hexagon Nutrition LLC Royalty Income - - 10.97 Hexagon Nutrition LLC Loan Given 9.23 - 46.13 Hexagon Nutrition LLC Loan Repayment Received - - 37.23 Hexagon Nutrition LLC Interest on Loan Given 14.07 12.94 12.73 Hexagon Nutrition China Purchase of Goods - 38.59 - Limited Hexagon Nutrition China Loan Given 42.64 - - Limited Hexagon Nutrition China Loan Repayment Received 42.64 - 19.97 Limited Hexagon Nutrition China Interest on Loan Given 1.05 - 1.11 Limited Hexagon Nutrition China Technical & Marketing - 1.31 5.40 Limited Support Services *Vikram Kelkar director remuneration includes remuneration drawn from Hexagon Nutrition LLC in FY 2024-25. For further details of the related party transactions, see “Restated Consolidated Financial Information – Note 39” on page 388. Details of all financing arrangements Our Promoters, members of our Promoter Group, our Directors and their relatives have not financed the purchase by any person of securities of our Company during the period of six months immediately preceding the date of this Draft Red Herring Prospectus. Weighted average price at which specified securities were acquired by our Promoters and Selling Shareholders in the one year preceding the date of this Draft Red Herring Prospectus The weighted average price at which the Equity Shares were acquired by our Promoters and Selling Shareholders in the last one year preceding the date of this Draft Red Herring Prospectus are: Name Number of Equity Shares Weighted Average Price of Equity Shares acquired in last one year acquired in last one year (₹)* Promoters Arun Purushottam Kelkar** Nil NA Subhash Purushottam Kelkar** Nil NA 35Name Number of Equity Shares Weighted Average Price of Equity Shares acquired in last one year acquired in last one year (₹)* Vikram Arun Kelkar Nil NA Nikhil Arun Kelkar Nil NA Selling Shareholders Aditya Kelkar Nil NA Nutan Subhash Kelkar Nil NA *As certified by Statutory Auditors of our Company by way of certificate dated September 23, 2025 **Also Selling Shareholders Details of price at which specified securities were acquired by our Promoters, the members of the Promoter Group, the Selling Shareholders, and Shareholders with rights to nominate directors or have other rights, in the last three years preceding the date of this Draft Red Herring Prospectus Except as stated below, there have been no specified securities that were acquired in the last three years preceding the date of this Draft Red Herring Prospectus, by our Promoters, members of our Promoter Group, Selling Shareholders and Shareholders with nominee director or other special rights. The details of the price at which these acquisitions were undertaken are stated below: Name of the acquirer/ Date of acquisition of Number of specified Face Value per Acquisition price per shareholder specified securities securities acquired* specified securities (₹) specified securities (In ₹)* Promoters Arun Purushottam NA NA NA NA Kelkar** Subhash Purushottam NA NA NA NA Kelkar** Vikram Arun Kelkar NA NA NA NA Nikhil Arun Kelkar NA NA NA NA Members of the promoter group Aditya Kelkar** NA NA NA NA Anuradha Arun Kelkar NA NA NA NA Nutan Subhash Kelkar** NA NA NA NA Shareholders with rights to nominate directors or have other rights Malani Ventures Private February 17, 2025 1,100# 1 40.95 Limited Malani Ventures Private February 17, 2025 12,208,212^ 10 40.95 Limited *As certified by Statutory Auditors of our Company by way of certificate dated September 23, 2025 **Also selling shareholders. ^12,208,212 Compulsory Convertible Preference Shares of face value of ₹10 each shall be converted into 12,290,705 Equity Shares prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) of the SEBI ICDR Regulations #Equity Shares Average cost of acquisition of Equity Shares for our Promoters and the Selling Shareholders The average cost of acquisition of Equity Shares for our Promoters and Selling Shareholders is as set out below: Name Number of Equity Average cost of acquisition per Equity Share* Shares (in ₹) Promoters Arun Purushottam Kelkar** 24,346,406 0.48 Subhash Purushottam 24,188,993 0.65 Kelkar** Vikram Arun Kelkar 25,945,044 0.43 Nikhil Arun Kelkar 21,216,068 0.92 Selling Shareholders Nutan Subhash Kelkar 3,608,142 0.51 Aditya Kelkar 1,526,092 1.27 *As certified by Statutory Auditors of our Company by way of certificate dated September 23, 2025 36**Also selling shareholders. The weighted average cost of acquisition of all specified securities where such issuance or transfer is equal to or more that 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-Offer capital before such transaction(s)) transacted in the last eighteen months, one year and three years preceding the date of this Draft Red Herring Prospectus: Period Weighted average cost of Upper end of the price band Range of acquisition acquisition (in ₹)* (₹[●]) is ‘X’ times the weighted price: Lowest price – average cost of acquisition** Highest price (in ₹)* Last one year 42.98 [●] 40.95- 45.00 Last eighteen 42.98 [●] 40.95- 45.00 months Last three years 42.98 [●] 40.95- 45.00 *As certified by Statutory Auditors of our Company by way of certificate dated September 23, 2025 **Information to be included in the Prospectus. Size of the pre-IPO placement and allottees, upon completion of the placement Our Company is not contemplating a pre-IPO placement. Issue of equity shares for consideration other than cash or bonus issue in the last one year Our Company has not issued any Equity Shares in the last one year from the date of this Draft Red Herring Prospectus, for consideration other than cash. For further details, see “Capital Structure” on page 115. Any split/ consolidation of Equity Shares in the last one year Our Company has not undertaken a split or consolidation of the equity shares in the one year preceding the date of this Draft Red Herring Prospectus. Exemption from complying with any provisions of securities laws, if any, granted by SEBI Our Company has not made any application under Regulation 300(2) of the SEBI ICDR Regulations for seeking exemption from strict compliance with any provisions of securities laws, as on the date of this Draft Red Herring Prospectus. 37SECTION II –RISK FACTORS An investment in the Equity Shares involves a high degree of risk. Prospective investors should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before evaluating our business and making an investment in the Equity Shares pursuant to the Offer. This section should be read in conjunction with “Industry Overview”, “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Statements”, on pages 163, 225, 421 and 337, respectively, before making an investment decision in relation to the Equity Shares. For capitalized terms used but not defined herein, see “Definitions and Abbreviation” on page 1. The risks and uncertainties described in this section are not the only risks that are relevant to us, the Equity Shares or the industry and sector in which we operate. Additional risks and uncertainties not currently known to us or that we currently believe to be immaterial may also have an adverse effect on our business, results of operations, cash flows and financial condition. If any of the following risks or other risks that are not currently known or are now deemed immaterial actually occur, our business, results of operations, cash flows and financial condition could be adversely affected, the trading price of the Equity Shares could decline, and investors may lose all or part of their investment. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors described below. However, there are certain risk factors where such implications are not quantifiable, and hence any quantification of the underlying risks has not been disclosed in such risk factors. In making an investment decision, prospective investors must rely on their own examination of our Company and the terms of the Offer, including the merits and risks involved. Prospective investors should consult their tax, financial and legal advisors about the particular consequences they may encounter from investing in the Equity Shares. This Draft Red Herring Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus. For details, see “Forward-Looking Statements” on page 27. Unless otherwise indicated or the context requires otherwise, the financial information included herein is based on our Audited Financial Statements included in this Draft Red Herring Prospectus. For further information, see “Financial Statements” on page 337. Our financial or fiscal year ends on March 31 of each calendar year. Accordingly, references to a “Fiscal” or “fiscal year” are to the 12-month period ended March 31 of the relevant year. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Industry Research Report on Indian Nutrition and Wellness Industry” dated September 4, 2025 (the “CARE Report”) prepared and issued by CARE Analytics and Advisory Private Limited (“CARE”), appointed by us on March 31, 2025, and exclusively commissioned and paid for by us in connection with the Offer. CARE is an independent agency which has no relationship with our Company, our Promoter and any of our Directors or KMPs or SM. The data included herein includes excerpts from the CARE Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Offer), that have been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the CARE Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the CARE Report is available on the website of our Company at https://hexagonnutrition.com/ until the Bid/Offer Closing Date. INTERNAL RISK FACTORS 1. We are significantly dependent on the premix formulation segment for a substantial portion of our revenues. During Fiscal 2025, Fiscal 2024, and Fiscal 2023, revenue from the premix formulations segment amounted to ₹ 1,546.95 million, ₹ 1,333.13 million, and ₹ 1,527.99 million, respectively, contributing 47.61%, 44.78%, and 54.86% of our revenue from operations for the respective Fiscals. Any adverse development affecting this segment may have a material adverse effect on our business, financial condition, and results of operations. We derive revenue from operation from three business segments: (i) branded wellness nutrition products/clinical nutrition products (B2C Segment); (ii) premix formulations (B2B2C segment); and (iii) 38Therapeutic Nutrition - Ready-to-Use Foods (RUFs) and Micronutrient Powders (MNPs) (ESG segment). Among these, the premix formulation segment has historically contributed a dominant share of our revenues. The following table sets forth the bifurcation of our revenue from operations by business segments for the last three Fiscals, along with the percentage contribution of each segment to our total revenue: (₹ in million except for percentage) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue % of Revenue % of Revenue % of from revenue from revenue from revenue Operations from Operations from Operations from operations operations operations Premix 1,546.95 47.61 1,333.13 44.78 1,527.99 54.86 formulations (B2B2C segment) Branded 920.94 28.34 710.65 23.87 626.99 22.51 nutrition products/ clinical nutrition products (B2C segment) Therapeutic 778.44 23.96 930.74 31.26 627.83 22.54 Nutrition - Ready to use foods (“RUFs”) and Micro Nutrient Powder (“MNPs”) (ESG segment) Other* 2.95 0.09 2.79 0.09 2.20 0.08 Total 3,249.29 100.00 2,977.31 100.00 2,785.01 100.00 Note: Other Revenue include MEIS, Duty Drawback incentives, RoDTEP and Testing Charges. For details relating to our business segments, see “Our Business – Overview” on page 225. Our revenue from premix formulations during the reporting period demonstrates a consistent and substantial reliance on a single vertical. Under our premix formulation vertical, we serve broad base of our clients under the B2B2C segment (Business-to-Business-to-Consumer - a model where a company sells products or services to another business, which then sells/distributes them to the end consumer). Our client under the segment includes global beverage companies, dairy cooperatives, fast-moving consumer goods (FMCG) brands, nutrition and wellness product manufacturers and international development organizations. While our premix formulations cater to a wide range of applications, from dairy and beverages, snacks to health supplements, any disruption in this segment could significantly impact our performance. A few of the factors which may disrupt this vertical is set out as below; • Regulatory changes affecting food fortification standards: The premix business is closely aligned with national and international food safety and public health regulations. Any revisions, tightening, or inconsistencies in food fortification norms, permissible limits, labelling laws, or nutrient composition requirements (either in India or globally) could require us to reformulate products, incur higher compliance costs, or lose existing contracts. This is especially relevant given our reliance on export markets and intergovernmental tenders which often carry their own regulatory frameworks. • Volatility in prices of key inputs such as vitamins and minerals: Our premix formulations depend 39on the timely and cost-effective procurement of specialty raw materials, including vitamins, minerals, amino acids, and stabilizers. Many of these ingredients are imported and subject to global price fluctuations due to commodity cycles, currency volatility, supplier concentration, or trade policies. Any unexpected increase in input costs or supply-side shocks may adversely affect our margins, especially in contracts where pricing is fixed or difficult to renegotiate. • Reduced adoption of fortified products: The demand for fortified foods is influenced by consumer awareness, public policy initiatives, and endorsements from health bodies. A decline in public or institutional interest in fortification programs, or negative media coverage regarding fortified products, could reduce demand for our offerings. This is particularly relevant in markets where fortified foods are seen as discretionary rather than essential/ mandatory. • Loss of key customers: Our premix segment serves several institutional and multinational FMCG clients. While we have long-standing relationships, we typically operate in a supply-based environment. Non-renewal, early termination, or procurement restructuring by one or more of our key clients could have a material adverse impact on our revenue and business continuity. • Intensifying competition from local and global premix suppliers: The premix market is evolving with the entry of new players, technological advancements, and consolidation among incumbents. Larger multinational players often possess scale advantages, integrated global supply chains, and stronger R&D capabilities. Any loss of competitive pricing, inability to match formulation innovation, or failure to differentiate our services may impact our market share. • Supply chain disruptions or export limitations due to geopolitical issues: Our raw material sourcing and client distribution spans multiple geographies. Disruptions in global logistics, trade restrictions, currency volatility, international sanctions, or geopolitical conflicts could delay shipments, increase freight costs, or prevent us from fulfilling export obligations. This could lead to revenue loss, penalties under contracts, or damage to our customer relationships and reputation. Furthermore, given that a substantial portion of our manufacturing infrastructure, equipment layout, procurement planning, and supply chain capabilities are tailored to serve the premix formulation segment, any significant downturn in demand from this vertical could result in underutilization of production capacity and lower absorption of fixed costs. While we have not experienced any material disruption in our premix formulations segment during the past three Fiscals, our continued reliance on this vertical poses potential risks to our long-term business stability. We undertake manufacturing of premix formulations at our Nashik Facility and Chennai Facility. Any disruption, whether temporary or prolonged, at either of these facilities could adversely impact our production schedules, product availability, revenue and customer relationships. For instance, our Nashik Facility is currently required to undergo structural alterations in its existing building, which may temporarily affect our production capacity. Such disruptions could delay order fulfilment, increase costs, and impair our ability to meet customer expectations. For further details, see “Risk Factor – 10 - Any disruption in production at, or shutdown of, our manufacturing facilities, or breakdown of machinery could materially and adversely affect our business operations, financial condition, and growth prospects.” on page 50. We are also actively pursuing growth in our branded nutrition products (B2C segment) and therapeutic nutrition offerings (ESG segment) through brand expansion, product innovation, and market diversification. However, there can be no assurance that such initiatives will achieve the intended scale or pace to sufficiently offset any adverse developments or decline in revenues from the premix segment. 2. We are dependent on a limited number of customers for a significant portion of our revenue. During the Fiscal 2025, Fiscal 2024, and Fiscal 2023, revenue from our top 10 customers aggregated to ₹ 1,490.49 million, ₹ 1,453.69 million, and ₹ 1,271.29 million, constituting approximately 45.87%, 48.83%, and 45.65% of our revenue from operations, respectively. Loss of one or more such customers or a reduction in their order volumes may adversely affect our business, financial condition, and results of operations. Our revenues are concentrated among a limited set of institutional customers, including multinational FMCG companies, public sector agencies and global organizations and other development bodies. Set forth below is our revenue from top 1, top 3, top 5 and top 10 customers during the Fiscals 2025, 2024 and 2023: 40(₹ in million except for percentage) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue % of Revenue % of Revenue % of from revenue from revenue from revenue Operations from Operations from Operations from operations operations operations Top 1 417.20 12.84 424.28 14.25 295.89 10.62 Customer Top 3 953.02 29.33 939.96 31.57 729.35 26.19 Customers Top 5 1165.97 35.88 1,170.71 39.32 952.28 34.19 Customers Top 10 1490.49 45.87 1,453.69 48.83 1,271.29 45.65 Customers For details, see “Our Business – Our Customers” on page 261. Our significant customer concentration exposes us to the risk of revenue volatility should any of these customers reduce their business with us or terminate their contracts. Our business with institutional customers is typically built over years through customized formulation development, quality assurance, track records, and regulatory alignment. However, all of these customers are not contractually bound to continue procuring from us, and may choose to reduce their order volumes, delay procurement, renegotiate pricing, or engage with competitors, including backward integrating their nutrition solutions. A reduction in demand or termination of engagements by any key customer may result from; (i) changes in their procurement strategy; (ii) cost pressures; (iii) increased pricing pressure or sourcing from lower- cost competitors; (iv) disruptions in supply chain or logistics affecting delivery timelines; (v) failure to meet evolving product specifications or quality expectations (vi) entry of new competitors with better pricing or innovation; (vii) unforeseen regulatory compliance challenges affecting either party; or (viii) market contraction, economic downturns, or geopolitical instability in key markets. Additionally, onboarding new institutional customers involves lengthy technical and regulatory diligence, including sampling and trial production. There is no assurance that we will be able to onboard such customers at the same scale or profitability margins within a short time frame. A material declines in revenue from one or more of our top customers may significantly impact our cash flows, working capital, and overall financial condition. Further, a large portion of our top institutional customers are located in international markets, thereby exposing us to additional risks such as foreign exchange fluctuations, tariff or non-tariff barriers, changes in trade policies, and shifting global demand dynamics. While we have not experienced the loss of any key customer in the last three Fiscals and continue to diversify our customer base through new product development and geographic expansion, there is no assurance that these initiatives will be sufficient to mitigate our reliance on a concentrated customer portfolio. 3. Sale of expired, defective, or non-compliant products, or failure to meet applicable quality standards, could expose us to significant liability, damage our reputation, and adversely affect our business, results of operations, and financial condition. We manufacture and distribute a wide ranging portfolio of nutrition products that address a broad spectrum of dietary and health needs, including fortification of staple foods, clinical and therapeutic nutrition, and interventions aimed at the alleviation of malnutrition. These products are offered across our three verticals i.e. branded nutrition (B2C), customized premix formulations (B2B2C), and 41therapeutic nutrition products (ESG segment) and are supplied both in India and to international markets. Our business requires us to comply with a complex array of regulatory frameworks and quality standards related to food safety, labelling, shelf life, and ingredient composition, across diverse jurisdictions. To meet these requirements, we have instituted stringent quality assurance systems and food safety protocols that cover the entire product lifecycle, from raw material procurement to manufacturing, packaging, storage, and distribution. Our facilities are certified by local and international agencies, including FSSC 22000 (Food Safety System Certification), Good Manufacturing Practice (GMP), ISO 9001:2015, and Halal Certification, among others. Additionally, we operate R&D Facility with in-house analytical and microbiological labs and have implemented structured handling and traceability systems. However, despite these measures, we cannot assure that expired, defective, tampered, or non-compliant products will never enter the supply chain. For details, see “Our Business – Quality Standards and Assurance” on page 265. Any such instance, whether due to (i) product deterioration during storage or transit; (ii) failure in internal quality checks; (iii) human error in labelling, coding or packaging; (iv) tampering or counterfeiting; (v) mishandling by third-party distributors; (vi) supplier-side quality inconsistencies; or (vii) contamination could result in severe consequences such as product recalls, regulatory penalties, termination of supply agreements (especially with government and development agencies), and reputational damage. For instance, (i) in August 2023, a few batches of Ready-to-Use Foods (RUFs) manufactured at our Thoothukudi Facility and supplied under long term arrangements with United Nation Agencies were found to be contaminated with Salmonella (a pathogenic bacteria). This led to suspension of supplies from the said facility and destruction of the affected batches, scrutiny of the said facility and process. The contamination, traced to externally sourced peanut paste, prompted corrective and preventive measures including process modifications, installation of heat-treatment equipment, and reinforcement of quality protocols. As a result, operations at the Thoothukudi Facility were suspended for six to seven months during Fiscal 2024, adversely impacting our production schedule, capacity utilisation, and customer delivery timelines. Following a successful audit, the said United Nation agencies renewed its arrangement with us; however, this incident underscores our exposure to quality-related risks in institutional supply chains. While the continuation of business with United Nation Agencies reflects confidence in our operational standards and corrective actions, this incident underscores the role of consistent quality assurance and compliance in sustaining long-term institutional partnerships; (ii) Further in Fiscal 2026, an incident occurred at the Company’s Chennai facility involving an incorrect selenium dosage in the micronutrient powder (MNP) formulation. Three production batches were released with selenium levels exceeding the specified limit, which could have posed a potential health risk. Upon identification, the Company initiated the process for destruction of the affected batches and instructed the relevant customers to carry out such destruction. The Company also implemented a series of preventive measures, including system-level correction of the formulation, introduction of mandatory double-verification protocols across R&D, QA and QC functions, updates to standard operating procedures and targeted training for relevant personnel on micronutrient handling and deviation management. Any such occurrence could result in significant consequences, including product recalls, regulatory investigations or penalties, cancellation of supply agreements (particularly in public health or ESG programs), damage to brand equity, and loss of customer confidence. The risk is particularly pronounced in international markets where we operate under stringent import regulations and multi-agency oversight. We have not, in the last three Fiscals, faced any regulatory penalty or punitive action for the sale of expired or defective products. However, as we expand our international footprint and scale of operations, our exposure to such compliance and product liability risks will increase. Given our focus on wellness, clinical, and therapeutic nutrition, where efficacy and safety are paramount, any compromise in product quality, consistency, or compliance could materially and adversely affect our revenue, cash flows, operational continuity, and long-term growth prospects. 4. We do not have long-term contracts with our raw material suppliers, and volatility in raw material prices or adverse sourcing conditions may adversely impact our operations, profitability, and financial 42performance. Our manufacturing operations across all three business verticals i.e. branded nutrition (B2C), premix formulations (B2B2C), and therapeutic nutrition (ESG) are critically dependent on the uninterrupted and timely availability of various raw materials, including but not limited to vitamins, minerals, whey protein, spray-dried corn fat, groundnut base powder, protein concentrate, skimmed milk powder, soya protein isolate and palm oil. Our supply of raw materials is subject to certain risk, the details of which are set our below; • Absence of long-term supply contracts may disrupt operations These raw materials are entirely sourced from third-party suppliers, both domestic and international. During Fiscals 2025, 2024, and 2023, we procured raw materials from approximately 177, 158, and 164 vendors, respectively, including 15, 14, and 14 overseas vendors. We do not have any long-term, fixed- volume, or price-protected agreements with our suppliers. Our procurement process relies on short-term or spot orders based on forecasted demand and internal inventory planning. This procurement model, while operationally flexible, exposes us to several risks, including; (i) discontinuation or withdrawal of supplies by key vendors; (ii) delays in shipments, particularly imports, due to logistics or regulatory issues; (iii) quality or compliance deviations rendering raw materials unsuitable; (iv) price fluctuations due to absence of price certainty. In the event of such disruption, alternate sourcing may be delayed due to supplier evaluation, testing, and compliance procedures. This may delay our production cycles, impact delivery schedules, and weaken client relationships. • Exposure to Price Volatility Raw material prices are subject to volatility driven by (i) global commodity cycles, (ii) foreign exchange fluctuations, (iii) seasonal and agricultural yield variations, (iv) extreme weather conditions, (v) policy changes, trade sanctions, and geopolitical instability, and (vi) pandemic-induced or force majeure disruptions. The table below indicates our raw material purchase as a percentage of revenue: (₹ in million expect otherwise specified) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Expenses towards purchase of raw materials 1548.34 1382.66 1868.53 Revenue from Operation 3,249.29 2,977.31 2,785.01 % of revenue from operation 47.65 46.44 67.09 • Concentration of Supplier Base Despite our multi-supplier approach, purchases are concentrated. For example, our top 10 suppliers accounted for 46.19%, 48.02%, and 51.54% of total raw material purchases in Fiscals 2025, 2024, and 2023, respectively. This concentration heightens risk in the event of supply disruptions or adverse terms imposed by key vendors. We also rely on a concentrated supplier base for procurement. The following table highlights our supplier concentration: 43(₹ in million expect otherwise specified) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Cost % of Total Cost % of Total Cost % of Total incurred Purchase incurred Purchase incurred Purchase Top 1 221.23 13.63 177.79 10.35 252.93 12.97 supplier Top 3 410.39 25.29 421.86 24.57 539.42 27.66 suppliers Top 5 541.70 33.38 585.28 34.09 730.77 37.47 suppliers Top 10 749.52 46.19 824.51 48.02 1,005.21 51.54 suppliers • Dependence on overseas sourcing A considerable portion of raw materials is imported, exposing us to risks relating to global supply chain disruptions, currency volatility, import restrictions, and geopolitical developments. The table below indicates our domestic and overseas raw material purchases as a percentage of revenue: The table below indicates our domestic and overseas raw material purchase as a percentage of revenue: (₹ in million expect otherwise specified) Particulars Fiscal % of Total Fiscal 2024 % of Total Fiscal 2023 % of Total 2025 Purchase Purchase Purchase Raw 1,382.80 85.21 1207.85 70.35 1,501.59 77.00 Material procured from domestic suppliers Raw 240.02 14.79 509.15 29.65 448.60 23.00 Material procured from foreign suppliers Total 1,622.82 100.00 1,717.00 100.00 1,950.18 100.00 Set out is the details of Country wise import cost incurred during the last three Fiscals. (₹ in million unless stated otherwise) Fiscal 2025 Fiscal 2024 Fiscal 2023 % of total % of total % of total Name of procurement procurement procurement the Amount from foreign Amount cost from Amount cost from Countries suppliers foreign foreign suppliers suppliers China 154.47 64.36 201.23 39.52 235.78 52.56 Singapore 43.37 18.07 126.47 24.84 56.25 12.54 Malaysia 22.83 9.51 7.49 1.47 - - Poland 16.08 6.70 155.61 30.56 144.46 32.20 U.A.E 2.62 1.09 13.16 2.59 7.91 1.76 Germany 0.39 0.16 5.18 1.02 3.08 0.69 Netherlands 0.27 0.11 - - 1.12 0.25 Total 240.03 100.00 509.14 100.00 448.60 100.00 44Our imports are concentrated in a few countries, particularly China, Malaysia, and Singapore. In Fiscal 2025, these three countries together accounted for nearly 92% of our foreign procurement. While Singapore’s share has fluctuated across reporting periods, China has consistently represented a substantial portion of our imports. Such dependence on a limited number of geographies heightens our exposure to risks such as supply chain disruptions, trade restrictions, foreign exchange volatility, and geopolitical developments, which may adversely affect our raw material availability, cost structure, and production schedules. Although we follow a multi-supplier model, and closely monitor market trends, such measures may not fully insulate us from unexpected cost hikes or supply disruptions. While we have not faced any material adverse impact on our production or fulfilment capabilities due to raw material unavailability in the past three Fiscals, there can be no assurance that such risks will not materialize in the future. If we are unable to procure critical raw materials in a timely and cost-efficient manner, or pass on cost escalations to customers, our gross margins, production schedules, customer commitments, and overall financial performance may be adversely affected. 5. Our efforts to introduce new products are dependent on the success of our research and development initiatives. Our inability to successfully develop and commercialise new products in a timely manner could adversely impact our business, growth, and financial condition. As per CARE Report, products such as ready-to-use therapeutic foods, diabetic-specific nutrition powders, or renal-care formulations require extensive R&D. In the nutrition and wellness industry, innovation plays a critical role in maintaining competitive advantage and addressing evolving consumer and clinical needs. Our ability to sustain revenue growth and penetrate new markets depends on the development, testing, and successful commercialisation of differentiated and high-efficacy products across our verticals. To support this, we have established dedicated in-house research and development facilities (R&D facilities) at our manufacturing units located in Nashik, Maharashtra and Chennai, Tamil Nadu. These in-house R&D facilities focus on new formulation development, clinical testing, taste and stability trials, and scaling up pilot batches. During the last three Fiscals, we developed and launched nine (9) new branded nutrition products across categories such as clinical nutrition, sports nutrition, and wellness nutrition and as on the date of this Draft Red Herring Prospectus, four additional products are under development at the R&D stage, spanning the clinical and wellness categories. For details, see “Our Business - Product and Development” on page 264. The success of our product development strategy is inherently dependent on multiple factors, including the timely identification of market trends, the successful formulation of products and completion of requisite trials, continued compliance with domestic and international regulatory standards, and the seamless scale-up of innovations from laboratory prototypes to full-scale commercial batches. While we have not experienced any material delays, failed launches, or adverse commercial outcomes due to unsuccessful product development during the last three Fiscals, there is no assurance that all future R&D initiatives will result in commercially viable products. Product development timelines are also subject to numerous uncertainties such as ingredient availability, stability concerns, clinical validation requirements, and evolving regulatory landscapes. Furthermore, competitors may launch similar or improved products before us, limiting our market opportunity or eroding price advantage. Investments in new products may also result in higher fixed costs, such as marketing, packaging innovation, and compliance certifications, without guaranteed revenue realization. If we are unable to convert our pipeline into viable commercial offerings, or if consumer response to our recently launched product is weak, our business performance could be adversely impacted. 45Our ability to keep pace with global product trends, invest in advanced formulation technologies and respond swiftly to customer feedback will continue to be critical to our growth strategy. Any failure in this regard may lead to revenue stagnation, erosion of market share, and a weakening of our innovation- led brand positioning. 6. The presence of counterfeit and look-alike products, particularly in the domestic market, may harm our brand reputation, erode customer trust, and adversely impact our business and financial performance. We are exposed to the risk of counterfeiting and brand imitation, especially in the Indian market, where variations in regulatory enforcement and consumer awareness create vulnerabilities. Certain unscrupulous entities may manufacture and distribute counterfeit or look-alike products that closely resemble our offerings in brand name, packaging, labelling, or overall presentation. These spurious products may be often passed off as genuine to deceive consumers and unlawfully benefit from the goodwill and market recognition that our products have built over time. Such imitation may extend across our branded nutrition products as well as institutional formulations, and in some cases, counterfeiters may even attempt to reverse-engineer or misappropriate our proprietary formulations, recipes, or ingredient blends. If such proprietary information is compromised, it could lead to unauthorised replication of our products, undermining our innovation, differentiation, and R&D investments. The availability and circulation of counterfeit products can lead to multiple adverse outcomes such as loss of market share due to cannibalisation of genuine demand, reputational damage if counterfeit products are of inferior quality or unsafe, reduced customer confidence, particularly in price-sensitive and semi-urban markets and potential liability from consumer complaints or product-related harm. These risks are compounded in export markets where product integrity and compliance are critical for institutional orders and government-backed nutrition programs. Although, we have instituted internal vigilance protocols, adopted authentication measures in our packaging, and regularly initiate legal action under applicable intellectual property laws, such measures may not fully prevent unauthorised use or brand dilution. Enforcement of intellectual property rights in India remains complex, time-consuming, and often inconsistent across jurisdictions, posing practical challenges to timely legal remedies. As on the date of this Draft Red Herring Prospectus, we have 51 registered trademarks (including device and word marks) under Classes 1, 5, 16, 30, 32, 35, and 45 of the Trademarks Act, 1999. Further, we have secured 11 international trademark registrations under the World Intellectual Property Organization (WIPO), covering jurisdictions including Brazil, Chile, Colombia, Costa Rica, Peru and Malaysia. We have also entered into a trademark license agreement with Ped-Med Limited, Canada, for the use of the ‘Sprinkles’ brand in India, pertaining to a microencapsulated iron and Vitamin A supplement in the form of micronutrient powders (MNPs). For details, see “Our Business – Intellectual Property” on page 269 and “Government and Other Approvals- Intellectual Property” on page 470. Despite these measures, identifying and prosecuting counterfeiters remains difficult, as they often operate through informal or untraceable supply chains. Litigation and enforcement can be costly and resource- intensive, potentially diverting management attention from core operations. While we have not experienced any material financial loss, reputational harm, or regulatory action due to counterfeiting during the last three Fiscals, there can be no assurance that such events will not occur in the future. As our market presence expands and brand visibility increases, the risk of imitation is likely to grow. Any failure to effectively detect, prevent, or address such counterfeit activity could materially and adversely affect our business operations, customer trust, brand reputation, and overall financial condition. 7. Majority of our revenue from operations are generated from key states of India, including Maharashtra, Karnataka, Tamil Nadu and Gujarat which exposes our operations to potential geographical concentration risks arising from local and regional factors which may adversely affect our operations and in turn our business, results of operations and cash flows. In Fiscal 2025, our revenues from operations in India were primarily derived from Maharashtra, Karnataka, Tamil Nadu, and Gujarat, which together accounted for approximately 57.51% of our domestic sales. The reliance on a few states has been a consistent trend across recent Fiscals, underscoring the geographical concentration of our business operations. 46The following is the statewise revenue from operations for Fiscals 2025, 2024 and 2023: (in ₹ million, except per share data) Fiscal 2025 Fiscal 2024 Fiscal 2023 % of Sale of % of Sale of % of Sale of Particulars Amount products – Amount products – Amount products – India India India Maharashtra 350.52 27.90 354.09 32.29 310.58 30.89 Karnataka 165.23 13.15 83.30 7.60 68.79 6.84 Tamil Nadu 112.63 8.97 111.87 10.20 100.11 9.96 Gujarat 94.15 7.49 66.90 6.10 75.77 7.54 Telangana 91.91 7.32 47.37 4.32 44.20 4.40 West 78.31 6.23 51.99 4.74 68.49 6.81 Bengal Uttar 74.73 5.95 48.78 4.45 25.57 2.54 Pradesh Assam 54.20 4.31 43.40 3.96 39.64 3.94 Andhra 50.08 3.99 41.17 3.76 42.14 4.19 Pradesh Madhya 32.58 2.59 49.72 4.53 41.56 4.13 Pradesh Haryana 30.10 2.40 30.16 2.75 18.13 1.80 Odisha 22.97 1.83 29.78 2.72 28.66 2.85 Delhi 16.83 1.34 15.37 1.40 12.86 1.28 Rajasthan 15.61 1.24 35.03 3.19 52.14 5.19 Chattisgarh 15.17 1.21 12.46 1.14 10.46 1.04 Punjab 13.40 1.07 4.69 0.43 12.28 1.22 Kerala 12.56 1.00 11.76 1.07 9.35 0.93 Meghalaya 5.08 0.40 4.47 0.41 3.78 0.38 Nagaland 4.91 0.39 7.01 0.64 5.53 0.55 Bihar 4.53 0.36 13.66 1.25 7.56 0.75 Himachal 3.33 0.26 25.28 2.31 15.61 1.55 Pradesh Jharkhand 2.53 0.20 2.66 0.24 3.98 0.40 Tripura 2.02 0.16 1.04 0.10 1.75 0.17 Uttarakhand 1.76 0.14 3.34 0.30 4.68 0.47 Mizoram 0.51 0.04 - - - - Jammu and 0.25 0.02 0.53 0.05 1.20 0.12 Kashmir Arunachal 0.19 0.01 - - - - Pradesh Dadra and 0.15 0.01 - - 0.18 0.02 Nagar Haveli Goa 0.04 Negligible 0.34 0.03 0.13 0.01 Chandigarh 0.02 Negligible Negligible Negligible - - Sikkim 0.01 Negligible 0.01 Negligible - - Manipur - - 0.23 0.02 0.28 0.03 Total 1,256.28 100.00 1,096.45 100.00 1,005.44 100.00 A substantial portion of our distribution network, customer relationships, and supply chain infrastructure is concentrated in these states. This makes our business particularly sensitive to region specific developments. Any disruption in these markets, whether due to changes in state level government regulations, amendments in food safety or public health policies, or shifts in tax structures, could have a disproportionate effect on our revenues. Additionally, competitive intensity in these states may affect pricing and margins more significantly than in less material markets. 47Our concentration in certain geographies also heightens our exposure to localised risks such as adverse weather patterns, droughts, floods, or natural disasters that may impact agricultural output and raw material availability, thereby affecting demand for our products. Public health concerns, including outbreaks of communicable diseases, or law-and-order issues may further disrupt distribution networks, supply chains, and consumer demand in these states. Moreover, our sales in these markets are dependent on established institutional contracts and distributor relationships. Any loss of a significant institutional client, disruption in distributor operations, or change in procurement policies in these states may adversely impact our revenues. While we have undertaken efforts to expand into other regions, including Eastern and North-Eastern India, the contribution of these markets remains relatively modest and does not presently offset the dependence on our key states. Although we continue to focus on widening our geographic footprint through distributor expansion and institutional engagements in new states, there can be no assurance that such diversification will sufficiently reduce our reliance on Maharashtra, Karnataka, Tamil Nadu, and Gujarat. A material decline in revenues from any of these states could adversely affect our business, financial condition, results of operations, and cash flows. 8. Our historical installed capacities and capacity utilization may not be indicative of future performance. Further, our manufacturing facilities remain significantly underutilised. The installed capacities and capacity utilization levels of our manufacturing facilities presented in this Draft Red Herring Prospectus are historical in nature and should not be considered predictive of future performance. These figures are based on two-shift operations and are impacted by multiple factors including production scheduling, order volumes, maintenance downtime, SKU changeovers, availability of raw materials, packaging capacity, requirement of keeping buffer capacity to undertake fresh order from government and development agencies and operational efficiency. Our facilities at Nashik (Maharashtra), Chennai (Tamil Nadu), and Thoothukudi (Tamil Nadu) manufacture a range of products including dry premixes, liquid premixes, micronutrient powders (MNP), ready-to-use therapeutic foods (RUTF), and clinical nutrition formulations. While these facilities are strategically designed to address diverse market segments, we have experienced underutilisation across categories over the past three years. The table below presents our installed capacities, actual production, and corresponding capacity utilisation across product categories during the last three Fiscals: Sr. Financi Description Dry Pre-mix Liquid MNP RUF Clinical No. al Year Premix (1gm Nutrition and 8 gm) Installed 835.00 42.50 59.65 680.00 110.00 capacity per month in two shift operation Fiscal (MT) 1 2025 Actual 259.20 7.96 5.99 193.88 51.71 Production (MT) Capacity 31.04 18.72 10.04 28.51 47.01 Utilisation (%) Fiscal Installed 835.00 42.50 59.65 680.00 110.00 2 2024 capacity per 48Sr. Financi Description Dry Pre-mix Liquid MNP RUF Clinical No. al Year Premix (1gm Nutrition and 8 gm) month in two shift operation (MT) Actual 193.75 7.59 3.40 267.01 38.34 Production (MT) Capacity 23.20 17.87 5.70 39.27 34.85 Utilisation (%) Installed 835.00 42.50 59.65 340.00 110.00 capacity per month in two shift operation Fiscal (MT) 3 2023 Actual 191.82 6.96 14.15 184.33 33.67 Production (MT) Capacity 22.97 16.37 23.72 54.21 30.60 Utilisation (%) As certified by Independent Chartered Engineers vide certificate dated June 18, 2025. The apparent capacity under-utilisation is primarily due to demand variability and the timing and availability of large-scale global tenders, which represent a significant share of demand in our industry. As our products are supplied to international agencies, NGOs, and government programmes, the inflow of orders depends on procurement cycles and the availability of funding from these organisations. On the operational side, the packaging line has inherent limitations, the machine cannot be run at maximum capacity because separate equipment is required for different packaging sizes. Consequently, the reported capacity appears under-utilised. For details, see “Our Business – Our Manufacturing Capacity” on page 234. As evident from the data above, our facilities have consistently operated at suboptimal levels. Factors such as demand variability, government procurement cycles, product registration timelines in international markets, and raw material sourcing constraints contribute to this underutilization. Further, capacity utilisation calculations vary across industries and product categories and may not be comparable with peers or other benchmarks. Our product portfolio involves differing batch sizes, production cycles, and regulatory requirements which also affect throughput. While we seek to enhance facility utilisation, there can be no assurance that these initiatives will materially improve capacity utilisation in the near term. In addition, capacity utilization is calculated differently in different countries, industries and for the kinds of products we manufacture. Accordingly, investors are advised not to place undue reliance on our historical installed capacities and utilisation figures when evaluating our future operational performance or financial prospects. For additional information, refer to the section titled “Our Business – Our Capacity” on page 423. 499. Our operations are subject to evolving health, safety and environmental laws and regulatory standards. We are subject to laws and government regulations, including in relation to safety, health and environmental protection and hazardous waste management. These safety, health and environmental protection laws and regulations impose controls on air and water discharge, management of materials used in manufacturing activities, and other aspects of our manufacturing operations. These laws also regulate the storage, treatment and disposal of wastes, remediation of contaminated soil and groundwater, air quality standards and water pollution. The discharge or emission of chemicals, dust, contaminants or other pollutants into the air, soil or water that exceed permitted levels and cause damage to others may give rise to liabilities towards the government and third parties and may result in our incurring costs to remedy any such discharge or emissions. Environmental laws and regulations in India and globally have become and continue to be more stringent, and the scope and extent of new environmental regulations, including their effect on our operations, cannot be predicted with any certainty. In case of any change in environmental or pollution regulations, we may be required to invest in, among other things, environmental monitoring, pollution control equipment, and emissions management and other expenditure to comply with environmental standards. Any failure on our part to comply with any existing or future regulations applicable to us may result in legal proceedings, including public interest litigation, being commenced against us, third party claims or the levy of regulatory fines. Further, any violation of the environmental laws and regulations may result in fines, criminal sanctions, revocation of operating permits, or shutdown of our manufacturing facilities. Furthermore, our products, including the process of manufacture, storage and distribution of such products, are subject to numerous laws and regulations in relation to their quality, safety and health. For instance, the provisions of the FSSAI Act are applicable to us and our products, which sets forth requirements relating to the license and registration of food businesses and general principles for food safety standards, and manufacture, storage and distribution. The Legal Metrology Act, 2009, as amended (the “Legal Metrology Act”) regulates trade and commerce in weights, measures and other goods which are sold or distributed by weight, measure or number. For further details, see “Key Regulations and Policies” on page 273. There is a risk that we may fail to comply with such regulations, which could lead to enforced shutdowns and other sanctions imposed by the relevant authorities, as well as the withholding or delay in receipt of regulatory approvals for our new products. We cannot assure you that we will not be involved in future litigation or other proceeding, or be held liable in any litigation or proceedings including in relation to safety, health and environmental matters, the costs of which may be significant. As a consequence of unanticipated regulatory or other developments, future environmental and regulatory expenditure may vary substantially from those currently anticipated. We cannot assure you that our costs of complying with current and future environmental laws and other regulations will not adversely affect our business, results of operations or financial condition. While we have not been subject to any violation of environmental laws and regulations framed therein in the last three Fiscals, any failure on our part to comply with any existing or future regulations applicable to us may result in legal proceedings being commenced against us, third party claims or the levy of regulatory fines, which may adversely affect our reputation, business, financial condition, cash flows and results of operations. 10. Any disruption in production at, or shutdown of, our manufacturing facilities, or breakdown of machinery could materially and adversely affect our business operations, financial condition, and growth prospects. Our ability to meet customer demand, honour supply commitments, and maintain consistent revenue generation is critically dependent on the uninterrupted operation of our manufacturing facilities. We currently operate three facilities in India, one in Nashik, Maharashtra, and two in Tamil Nadu (Chennai and Thoothukudi), as well as one overseas manufacturing facility in Tashkent, Uzbekistan, operated through our subsidiary, Hexagon Nutrition LLC. Any disruption, temporary or prolonged, at any of these locations could adversely impact our production schedules, product availability, and customer relationships. 50Our Nashik facility is situated across two adjoining land parcels; (i) Plot No. 92, Post Unandanagar, Village - Lakhmapur, Dindori, Nashik, Maharashtra – used for manufacturing dry premix and liquid premix formulation, branded clinical nutrition product, RUF and MNP and warehousing; and (ii) Plot No. 447, Post Unandanagar, Village - Lakhmapur, Dindori, Nashik, Maharashtra – used for R&D and additional storage. With respect of Plot No. 92, we have received notices from the authorities under Sections 63(4) and 84- C of the Maharashtra Tenancy and Agricultural Lands Act, 1948 and Sections 52, 53 and 143 of the Maharashtra Regional and Town Planning Act, 1966. These notices pertain to alleged unauthorised industrial construction on agricultural land. While the land was technically exempt from conversion requirements, we have been informed that it is still subject to the condition of obtaining a Non- Agricultural (NA) Order from the Sub-Divisional Magistrate, Dindori, Nashik. The authorities have directed us to obtain necessary NA permission and building approvals. We submitted responses indicating our willingness to comply with the instruction of such authorities and have since received certified and approved plan from the Town & Planning Department and further all regularisation fees have been paid in compliance. We are also in process of obtaining the NA order from the competent authority. In the light of the regularisation process which would involve re-construction of a part of the facility as per certified plan from the Town & Planning Department, our current production capacities of 8.10 MT/day for Dry Powder Premix, 0.75 MT/day for liquid Premix, and 8.0 MT/day for RUF products will be unavailable unless suitable countermeasures are implemented. Therefore, to mitigate the impact on current production capacities, we have proposed to adopt the following action plan; • For Dry Powder Premix: Allocate Production Line 2, previously used for branded nutrition products, fully to Dry Powder Premix, thereby retaining the existing 8.10 MT/day capacity; • For Liquid Premix: Create a dedicated production space by relocating existing Liquid Premix equipment within the vacant space in the facility to replicate the current 0.75 MT/ day capacity. • For Branded Nutrition Products: Establish a new Production Line 3 in the Brand Plant to offset the diversion of Line 2 and maintain branded product output. • For RUF Products: Address the temporary shortfall in RUF production by transferring orders to the Thoothukudi Facility until a new dedicated RUF plant is constructed. Although, our management believes that these measures provide sufficient operational flexibility to maintain current production levels and continue serving customers, the transition may not be seamless and could result in temporary inefficiencies. For instance, reallocating Production Line 2 from branded nutrition to Dry Powder Premix may require process recalibration and retraining of staff, while the establishment of a new Production Line 3 in the Brand Plant may initially involve ramp-up time before achieving optimal efficiency. Similarly, relocation of Liquid Premix equipment into a new space may cause short-term downtime and require validation testing before resuming full-scale operations. Further, diversion of RUF orders to the Thoothukudi Facility may result in logistical complexities and scheduling adjustments. Collectively, these transitional factors could lead to temporary fluctuations in productivity, capacity utilisation, and delivery timelines, notwithstanding the current mitigation plan. In addition to the above, our manufacturing operations are exposed to several inherent risks, including equipment failure, utility outages (electricity or water), fire, natural disasters, industrial accidents, regulatory interventions, raw material shortages, and disruptions in local or state governance. These events can result in unplanned shutdowns or reduced capacity utilization. We rely on specialized machinery at all our facilities. Any breakdown or obsolescence could require significant capital expenditure and delay production. While we undertake regular preventive maintenance and statutory compliance checks, scheduled shutdowns for equipment upgrades or capacity expansion may extend beyond anticipated timelines, potentially disrupting supply continuity. We did not experience any disruptions due to breakdown or obsolescence during the past three Fiscals, there can be no assurance that such issues will not arise in the future. 51Although labour relations across our operations are currently stable, we cannot assure against future work disruptions due to industrial disputes, strikes, wage negotiations, or other personnel-related issues. India’s stringent labour regulations also pose compliance risks, where violations, whether inadvertent or otherwise, may lead to monetary penalties or even operational suspension by regulators. We did not experience any disruptions due to labour disputes during the past three Fiscals, there can be no assurance that such issues will not arise in the future. Violations of India’s stringent labour laws may also result in monetary penalties or suspension of operations by regulators. Further, our overseas manufacturing facility in Uzbekistan subjects us to risks inherent to operating in a foreign jurisdiction, including evolving regulatory frameworks, compliance with local labour, tax and industrial safety laws, currency convertibility restrictions, profit repatriation challenges, infrastructure constraints, and potential geopolitical instability in Central Asia. As this is our only overseas facility, we have limited prior operating experience in Uzbekistan, which increases our exposure to such risks. Any disruption, regulatory non-compliance, or inability to optimise production at this facility could adversely affect our operational performance, financial condition, and growth prospects. Our international markets, served through regional offices in South Africa, Hong Kong, and Uzbekistan, are also dependent on supply support from our manufacturing base. Any disruption at our domestic or Uzbekistan facility could result in delayed exports, non-fulfilment of contractual obligations, and reputational risks in overseas markets. If significant manufacturing interruptions occur without adequate contingency or fallback capacity, our business operations, financial condition, customer satisfaction, and overall growth trajectory could be materially and adversely affected. 11. Inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals for our business operations could materially and adversely affect our business, prospects, cash flows, results of operations, and financial condition. Our operations are subject to extensive regulatory oversight, requiring multiple statutory and regulatory approvals, consents, licenses, and registrations from various central, state, and local government authorities. These include, among others, approvals under the Food Safety and Standards Act, 2006, the Legal Metrology Act, 2009, environmental regulations, factory and labour laws, as well as tax statutes. Many of these approvals are time-bound and require periodic renewal. While we currently possess the approvals necessary for ongoing operations, we have applied for renewal/expansion of certain approvals details of which are as follows; Sr. no Nature of Registration/ License Application number/ Date of Application 1 FSSAI application for addition of 1025 0707107485 000 substance 2. Application for request for revision of April 1, 2025 production quantity in the Consent under section 21 of the Air (Prevention and Control of Pollution) Act 1981, as amended (Central Act 14 of 1981) and under section 25/26 of the Water (Prevention and Control of Pollution) Act 1974, as amended (Central Act 6 of 1974) from Tamil Nadu Pollution Control Board (for Thoothukudi our subsidiary - Hexagon Nutrition (International) Private Limited) Although we have not faced any suspension of operations or material disruption due to non-compliance with regulatory requirements during the past three Fiscals, there is no assurance that such events will not occur in the future. The regulatory environment in which we operate is complex and constantly evolving. 52Any future lapses, whether inadvertent or otherwise, could lead to regulatory action, license cancellations, or prosecution of our senior management. The continuation of our business activities also depends on the timely renewal of these statutory approvals. Any delay, denial, or imposition of more stringent regulatory norms, or adverse interpretation by authorities, may increase our compliance burden. Our failure to obtain or renew these approvals, or to comply with evolving regulatory obligations, could result in operational disruptions, financial penalties, legal liabilities, or restrictions on manufacturing and distribution. Consequently, this could materially and adversely affect our business operations, reputation, financial condition, and future growth. 12. Our failure in maintaining our quality accreditations and certifications may negatively impact materially and adversely affect our revenue generation, brand credibility, and overall business operations. As of the date of this Draft Red Herring Prospectus, our three manufacturing facilities located in Nashik (Maharashtra), Chennai (Tamil Nadu), and Thoothukudi (Tamil Nadu) are accredited with multiple globally recognised certifications validating their compliance with international food safety, quality management, and religious dietary standards. These certifications are essential to our credibility and eligibility for supplying to both institutional and export markets. Our Nashik facility holds the FSSC 22000 certification (Version 6.0), which includes ISO 22000:2018, ISO/TS22002-1:2009, and additional requirements for manufacturing of micronutrient premixes (dry and liquid), dietary supplements, sweeteners (powder form), multivitamin and nutraceutical tablets. It is also certified under Good Manufacturing Practices (GMP) and HACCP (Codex Alimentarius), along with BRCGS Issue 9.0 (Grade-A). Additional accreditations include ISO 9001:2015, Halal certification from the Jamiat Ulama Halal Foundation, KOSHER certification from OK-Kosher, and an approval letter from GAIN (Global Alliance for Improved Nutrition). The Nashik R&D and testing unit is accredited with ISO/IEC 17025:2017 by NABL for chemical and biological testing of finished goods, and our subsidiaries, HNEPL and HNIPL Lab, are also NABL certified. Our Chennai facility is certified under FSSC 22000 (Version 5.1) for the manufacturing of dry and liquid oil micronutrient premixes, and has GMP, ISO 9001:2015, Star K Kosher and Halal certification for the production of specialty micronutrient premixes, vitamins, minerals, small nutrients, amino acids, and other dietary supplements. Our Thoothukudi facility, which focuses on nutrition solutions for humanitarian and ESG segment, is certified under FSSC 22000 (Version 6) for the manufacturing and packing of Ready-to-Use Supplementary Food (RUSF) and Ready-to-Use Therapeutic Food (RUTF). It is also certified under Good Manufacturing Practices (GMP) and ISO 9001:2015 certified for the manufacture of infant foods (RUSF and RUTF) and holds Halal certification from the Jamiat Ulama Halal Foundation, covering vitamins and mineral-based health and dietary supplements. For details, see “Our Business – Quality Standards and Assurance” on page 265. These certifications and approvals collectively reinforce our compliance with stringent food safety, religious, and nutritional product standards across global markets. However, the validity of these certifications is subject to ongoing audits, regulatory updates, and continued adherence to best manufacturing practices. While we have not faced any instance of failure to maintain the requisite quality certifications in the past three Fiscal, any failure or delay in renewing these certifications, due to audit non-compliance, procedural lapses, or regulatory changes, could render us ineligible for key customer contracts, particularly those involving public sector and global nutrition programs. This could materially and adversely affect our revenue generation, brand credibility, and overall business operations. 13. Our growth and market position depend on strengthening our brand portfolio and executing effective marketing strategies. Failure to do so may impact consumer trust and financial performance. Our business is reliant on the strength, recall, and consumer trust associated with our in-house brands. Over the years, we have developed and nurtured a portfolio of branded nutrition products that cater to 53diverse demographic and therapeutic needs. Among our flagship brands are “PENTASURE,” “OBESIGO,” and “PEDIAGOLD”, which have established its presence in both domestic and select international markets. In Fiscal 2024, we expanded our portfolio with the launch of a new brand, “NUTRONE”, aimed at the wellness and preventive nutrition segment. This brand extension is aligned with our strategy of broadening our product offerings across categories such as healthy ageing, daily nutrition, and gender- specific supplements. During Fiscal 2025, the combined revenue generated from our top four branded products, PENTASURE, OBESIGO, PEDIAGOLD, NUTRONE was ₹ 911.42 million, representing approximately 28.05% of our revenue from operations. For details relating to our Branded Nutrition Products, see “Our Business – Product Portfolio – Branded Nutrition Products” on page 241. As we intend to expand into newer geographies and consumer segments, we face heightened competition from both multinational and regional players. Many of these competitors enjoy higher brand recall, entrenched distribution, and larger marketing budgets. Building brand recognition in such competitive landscapes often requires substantial and sustained investments in marketing, advertising, and promotional initiatives. Set out in the table below is a breakdown of our expenses incurred towards marketing and branding expenses for Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively: (₹ in million unless stated otherwise) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue % of Revenue % of Revenue % of from revenue from revenue from revenue Operations from Operations from Operations from operation operations operations Sales 65.44 2.01 50.12 1.68 34.76 1.25 Promotion, Advertising Expenses & Membership fees This reflects our progressive focus on strengthening brand awareness and consumer engagement. However, there can be no assurance that these efforts will translate into improved consumer preference or enhanced market share. Our marketing initiatives span both traditional and digital channels, with increasing reliance on direct marketing and influencer outreach. For details, see “Our Business - Marketing and Business Development” on page 264. Despite our marketing efforts, there is a risk that our branding strategies may not resonate with target audiences or differentiate us adequately from competing products. Consumer perception may also be influenced by external factors such as price sensitivity, availability, perceived efficacy, and third-party reviews or endorsements. In today’s hyper-connected world, customer sentiment is shaped not only by direct product experience but also by social media feedback, influencer opinions, and online reviews. Any misinformation, negative publicity, or criticism, whether accurate or unfounded, about our products, employees, suppliers, or practices can erode consumer trust and brand loyalty. Isolated incidents of poor customer experience or quality concerns can quickly escalate and gain widespread attention, particularly through viral content or adverse media coverage. We also remain exposed to potential reputational damage arising from misalignment between our public messaging and evolving consumer expectations, including those related to ethics, sustainability, or corporate responsibility. Negative narratives could result in reduced brand equity, lower customer acquisition, and decreased repeat business. 54Although we have not encountered any material adverse brand-related incidents in the past three Fiscals, we cannot guarantee that such events will not occur in the future. Any failure to execute our branding and promotional strategies effectively, or any event that damages our brand reputation, could have a material adverse impact on our business, profitability, and long-term prospects. Moreover, any instance of product defect, packaging error, or negative media coverage, however isolated can undermine brand equity built over years. Although we have not experienced any consumer complaints, or adverse media reports during three Fiscals, we cannot rule out the possibility of such events occurring in the future. Such developments could significantly dilute the impact of our marketing investments and brand-building efforts. Given the increasing importance of brand differentiation in our industry, failure to evolve our brand positioning in line with market trends, consumer expectations, or regulatory shifts could materially and adversely affect our ability to attract and retain customers, expand into new segments, and sustain profitability. 14. Our facilities are subject to client inspections and quality audits. Any failure to meet prescribed standards or customer expectations may lead to loss of business, reputational damage, and financial liabilities. We operate in a highly regulated segment where compliance with client-specific quality protocols, hygiene norms, traceability systems, and manufacturing best practices is essential. All three our facilities undergo regular quality audits by customers as well as certifying agencies. These audits evaluate our adherence to product specifications, cleanliness standards, batch documentation, raw material traceability, and process controls. Any failure to meet client expectations or to comply with prescribed standards may result in cancellation of existing orders, loss of preferred supplier status, termination of contracts, or disqualification from government and institutional programs. The quality of our products is directly linked to the strength of our quality control systems, which are dependent on factors such as staff training, audit preparedness, equipment calibration, supplier compliance, and effectiveness of corrective actions. Any weakness or failure in these systems could lead to manufacturing of non-conforming or substandard products. This could expose us to risks such as product recalls, rejection of shipments, penalties, or legal claims, any of which may materially impact our financial performance and customer relationships. Additionally, we are required to obtain and maintain multiple certifications that validate our manufacturing compliance with international food safety and quality norms. As of the date of this Draft Red Herring Prospectus, our facilities have been accredited with certifications such as FSSC 22000 (including ISO 22000:2018), ISO 9001:2015, Good Manufacturing Practice, and Halal certifications from Indian and international bodies. Our Chennai and Thoothukudi facilities have also been audited and approved by Intertek on behalf of the Global Alliance for Improved Nutrition (GAIN), a prerequisite for participating in several global public health nutrition programs. These certifications not only help assure product quality but also serve as eligibility criteria for institutional tenders and international development aid programs. For details, see “Our Business – Quality Standards and Assurance” on page 265. For instance, in August 2023, certain batches of RUTF and MNP supplied to a United Nations agency were found to be contaminated with Salmonella, which led to suspension of operations at our Thoothukudi Facility for approximately seven months during Fiscal 2024 for audit and corrective measures. Although the arrangement was renewed following corrective actions and audit clearance, the incident underscores our vulnerability to quality-related risks in institutional supply chains. Further in Fiscal 2026, an incident occurred at the Company’s Chennai facility involving an incorrect selenium dosage in the micronutrient powder (MNP) formulation. Three production batches were released with selenium levels exceeding the specified limit, which could have posed a potential health risk. Upon identification, the Company initiated the process for destruction of the affected batches and instructed the relevant customers to carry out such destruction. The Company also implemented a series of preventive measures, including system-level correction of the formulation, introduction of mandatory double-verification protocols across R&D, QA and QC functions, updates to standard operating 55procedures and targeted training for relevant personnel on micronutrient handling and deviation management. While we have not experienced any termination of contracts due to audit or quality failures in the past three Fiscals, there can be no assurance that similar incidents will not occur in the future. For details, see “Risk Factor- 3 - Sale of expired, defective, or non-compliant products, or failure to meet applicable quality standards, could expose us to significant liability, damage our reputation, and adversely affect our business, results of operations, and financial condition.” on page 41. As our business scales and our exposure to international and institutional customers increases, the importance of consistently meeting these quality and compliance expectations becomes even more critical. Any future inability to successfully clear customer audits or retain essential certifications may adversely affect our operational continuity, cash flows, customer trust, and overall business reputation. 15. We depend significantly on our distribution network, including domestic and international channel partners, for the sale and delivery of our branded nutrition products. We rely heavily on our multi-layered distribution network, both domestic and international, for the sale and delivery of our branded nutrition products. In India, we have a omnichannel presence, serving a wide and diverse consumer base through retail pharmacies, hospital networks, leading e-commerce platforms, online pharmacies, and our own branded websites such as www.pentasurenutrition.com, www.obesigo.com, and www.nutrone.fit. Our domestic network comprises over 342 non-exclusive distributors including 8 distributors who have presence in multiple states. We are also supported by a 157 member direct sales force, including field personnel and qualified nutrition science professionals. Internationally, we are supported by 19 regional non-exclusive distributors across South and North America, Southeast Asia, Africa, and the Middle East, though few of these agreements have expired, and the Company intends to regularize them without affecting any business operations.For details, see “Our Business – Sales and Distribution” on page 261. Our ability to scale, enter new geographies, and sustain growth is closely tied to the effectiveness of this distribution infrastructure. We also leverage digital channels, including online marketplaces and e- commerce platforms, to increase visibility and market penetration. However, expanding and managing this ecosystem brings several challenges. Appointing and retaining competent distributors is highly competitive, and we may not always secure favourable terms. Existing partners may also shift focus if offered more attractive incentives by competitors, or if locked into exclusive arrangements, reducing our market access. In addition, operational disruptions, such as inventory mismanagement, transport delays, labour shortages, or geopolitical unrest, could interrupt product delivery and customer service. While we have formal agreements in place with a few of our channel partners, any breach or termination of these arrangements could disrupt supply continuity. Moreover, inconsistent execution of promotions, pricing, or regulatory compliance by distributors may negatively impact our brand image or lead to financial exposure. Although we did not encounter any material disruption in distribution during the last three Fiscals, we cannot assure that such disruptions will not arise going forward. Any failure to effectively manage, strengthen, or expand our distribution network could materially impact our revenue, market reach, working capital cycle, and overall business performance. 16. Improper handling, processing, or storage of our products or raw materials or any real or perceived contamination could result in regulatory action, product recalls, reputational harm, and adversely affect our business, financial condition, and results of operations. Our products and raw materials, particularly those used in nutritional and therapeutic formulations, are subject to risks such as contamination, adulteration, spoilage, mislabelling, or tampering during manufacturing, handling, transportation, or storage. These risks may arise from negligence, human error, equipment failure, or external factors. For instance, ingredients like micronutrient premixes require strict temperature and hygiene controls to maintain stability and efficacy. Any deviation from the prescribed standards may compromise product quality or safety. 56In order to avoid the risks such as contamination, adulteration, product labelling error and product tampering during manufacture, transport or storage of the products and raw materials, we follow the standard operating procedure such as good storage practises like separation of allergens and non- allergens materials. We also do regular audits of the suppliers’ facilities to understand the quality standards maintained at the supplier end. We also regularly perform quality testing at our Manufacturing Facilities for contaminants (pesticides, toxins, residues etc) and adulterants. Although we maintain in-house quality checks and follow stringent food safety protocols, we cannot guarantee that such measures will always be sufficient. For instance, in August 2023, certain batches of RUTF and MNPs supplied by us were found to be contaminated with Salmonella (a pathogenic bacteria). The contamination, traced to externally sourced peanut paste, went undetected despite our checks and resulted in suspension of supplies from our Thoothukudi Facility, mandatory recalls, scrutiny, and financial exposure. While corrective actions were implemented and supplies resumed following audit clearance, the incident underscores that we cannot assure our ability to always detect such contamination in advance. Further in Fiscal 2026, an incident occurred at the Company’s Chennai facility involving an incorrect selenium dosage in the micronutrient powder (MNP) formulation. Three production batches were released with selenium levels exceeding the specified limit, which could have posed a potential health risk. Upon identification, the Company initiated the process for destruction of the affected batches and instructed the relevant customers to carry out such destruction. The Company also implemented a series of preventive measures, including system-level correction of the formulation, introduction of mandatory double-verification protocols across R&D, QA and QC functions, updates to standard operating procedures and targeted training for relevant personnel on micronutrient handling and deviation management. For further details see “Risk Factor – 3 - Sale of expired, defective, or non- compliant products, or failure to meet applicable quality standards, could expose us to significant liability, damage our reputation, and adversely affect our business, results of operations, and financial condition.” on page 41. Any actual or perceived contamination, or failure to meet customer specifications or regulatory standards, may lead to customer dissatisfaction, reputational damage, product returns, or even cancellation of contracts. Additionally, it may trigger regulatory scrutiny or lead to legal proceedings, including product liability claims, regardless of the factual validity of such allegations. We have not faced any event which caused injury or illness, allegations that our products were mislabelled, were not produced in accordance with our customer’s specifications for which legal proceedings were initiated against our Company during the past three Fiscal, we cannot assure that such events will not occur in the future. Even unfounded allegations related to quality lapses or contamination may result in adverse media attention, damage consumer trust, and disrupt sales. Further, such incidents may lead to mandatory or voluntary product recalls, enforcement actions by regulatory bodies, or additional compliance requirements. We may also incur significant costs for remediation, legal defense, and insurance claims. While we maintain insurance coverage for product liability and related risks, there is no assurance that such coverage will be sufficient to cover all potential losses. Any such development could materially affect our reputation, sales performance, customer relationships, and overall financial and operational stability. 17. We have not entered into long-term or definitive agreements with our customers. The absence of committed contracts may lead to revenue volatility and could adversely affect our business, financial condition, and results of operations. We have not entered into any long term or definitive agreements with our customers for premix formulations, except for RUFs, MNPs and with one customer for branded product in India and instead rely on purchase orders to govern the volume, pricing and other terms of sales of our products. These purchase orders typically govern the terms of volume, pricing, and delivery, but are often non-binding until finalisation and may be cancelled or modified without prior notice or recourse. This reliance on transactional relationships creates a lack of forward visibility in our revenue pipeline and limits our ability to accurately forecast production schedules, raw material procurement, and working capital needs. Since our customers generally do not place firm orders far in advance, we do not maintain 57a significant order book at any given time. This may result in unpredictable revenue fluctuations from period to period, especially if there are shifts in customer sourcing preferences or procurement cycles. Moreover, the customers we serve often impose stringent requirements with respect to product quality, quantity, delivery timelines, and regulatory compliance. Any failure to meet these expectations could lead to order cancellation, delayed payments, or termination of customer relationships. Additionally, various external factors beyond our control may result in the loss or reduction of business with a customer. These include changes in customer strategy (such as insourcing), supplier diversification, price renegotiation, set-offs, or shifts to alternative product offerings. While we have not experienced any material cancellations or non-renewals of customer orders in our premix, or RUF/MNP segments, we cannot assure that we will not face such events in the future. Any significant reduction in customer demand, cancellation of purchase orders, or loss of a key customer could adversely impact our sales volumes, margins, and overall financial stability. 18. We do not own some of the premises from where we operate. Our Company does not own certain properties from where we conduct operations, including (i) Plot No. A-7, Phase I, MEPZ-SEZ, Tambaram, Chennai, Tamil Nadu India (ii) office premises at Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong, China (iii) Unit 2 14 on Golden 14 Golden Dawn Drive, La Mercy, KWA-ZULU Natal - 4405, South Africa and (iv) warehouse situated at Gut No. 270/5, Block Sector: Dindori, Road: Akrale, Nashik, Maharashtra India. These premises are either occupied by our Company under lease and rental agreements or are being used pursuant to informal arrangements without payment of rent. The premises at Chennai SEZ and the warehouse at Nashik are subject to lease or rental arrangements for fixed durations. These agreements may not be renewed upon expiry or may be renewed on terms that are less favourable to our Company, including higher rental obligations or shorter tenure. In the event of termination or non-renewal of these agreements, we may be required to vacate the premises, which could result in relocation costs, operational disruptions, and time delays in setting up alternative facilities. The office premises located at Hong Kong and South Africa are occupied by us under mutual understanding with the respective owners, without payment of rent and without execution of any formal lease documentation. Since these arrangements are not legally binding, they may be withdrawn by the respective owners at any time without prior notice. In such an event, our Company may be required to immediately vacate these premises, which could disrupt our overseas operations, impact local business activities, and require us to incur additional costs for securing alternate premises. Any inability to continue the use of the aforementioned premises could have an adverse effect on our operations, communication, and compliance activities in the relevant jurisdictions, and may require us to incur additional expenditure for relocation or new lease arrangements. 19. Exposure to cross-border operational, regulatory, and macroeconomic risks across multiple jurisdictions may materially and adversely affect our business, cash flows, results of operations, and future prospects. Our business is inherently international in nature. A significant portion of our revenue is derived from exports, and we operate across multiple jurisdictions with diverse regulatory, political, and economic frameworks. During the past three Fiscals, our products were exported to over 75 countries, including key markets such as South Africa, Malaysia, Ethiopia, France, French Polynesia, Ghana, Indonesia, Kenya, Madagascar, Mozambique, Papua New Guinea, Nigeria, Philippines, Qatar, UAE, Mauritius, Brazil, Bangladesh and Rwanda. We also maintain overseas operations, including a manufacturing facility in Uzbekistan, and commercial presence through offices in South Africa and Hong Kong, which oversee market development and operations. 58Set out below is the breakdown of revenue from exports and domestic sales during Fiscal 2025, 2024, and 2023: (₹ in million, except percentages) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount % of Amount % of Amount % of revenue revenue revenue from from from operations operations operations Revenue 1,256.28 38.66 1,096.46 36.83 1,005.44 36.10 from India Revenue 1,990.06 61.25 1,878.06 63.08 1,777.37 63.82 from Rest of World Total 3,246.34 99.91 2,974.52 99.91 2,782.81 99.92 Our reliance on global markets and supply chains exposes us to a broad range of international risks, including but not limited to: • Import-Export regulation and trade compliance: Changes in customs regulations, tariffs, export/import licensing, or non-tariff trade barriers in India or recipient countries could delay shipments, increase landed costs, or restrict access to certain markets. • Foreign exchange fluctuation: Given that both import of raw materials and export of finished goods are often denominated in foreign currencies, volatility in the exchange rate can significantly affect our margins, cost structures, and financial results. • Global supply chain disruptions: Our sourcing of raw materials and packaging materials from international suppliers subjects us to risk of logistical delays, port congestion, freight cost escalation, or regulatory bottlenecks, all of which may disrupt production schedules or increase input costs. • International regulatory risk: Our branded products are subject to approval by health and food safety regulators in each export market. The inability to obtain or retain such approvals may hinder our ability to operate or expand internationally. • Operational complexities in new geographies: As we scale operations in foreign jurisdictions, we face challenges in managing language barriers, labour norms, taxation frameworks, and cultural differences that can impact our ability to execute efficiently. • Intellectual property vulnerability: In some jurisdictions, enforcement of IP rights may be weak or inconsistent, increasing the risk of brand imitation, counterfeiting, or patent infringement. • Geopolitical and macro risks: We are vulnerable to macroeconomic instability, local currency devaluation, armed conflict, political unrest, civil disturbance, import embargoes, or trade sanctions in countries where we operate or intend to expand. • Health and Environmental Crises: Past experiences such as the COVID-19 pandemic underscore the potential for global public health emergencies to disrupt both supply and demand across key export markets. • Compliance Burdens: Expanding into new product categories or markets could subject us to novel regulatory regimes and unfamiliar legal obligations, increasing the risk of inadvertent non-compliance or enforcement actions. The continued success of our international operations depends on our ability to anticipate, manage, and adapt to these complex and evolving risks. Any adverse development in the countries where we operate, whether operational, regulatory, financial, or reputational, could materially impact our revenues, increase compliance and operational costs, disrupt market continuity, or delay strategic initiatives. In the past three Fiscal, we have not faced any material adverse event relating our ability to sell our product in the countries in which we exported. Although we strive to mitigate these risks through compliance systems, insurance, and diversified operations, we cannot assure that all such risks will be contained. As such, our business, cash flows, results of operations, and future growth may be materially and adversely affected. 20. There are certain outstanding proceedings involving our Company, Subsidiaries, Promoters, Directors and Key Managerial Personnel and Senior Management. Failure to defend these proceedings 59successfully may have an adverse effect on our business prospects, financial condition, results of ongoing operations and reputation. Our Company and certain of our Promoters and Directors are currently involved in certain legal proceedings. These legal proceedings are pending at different levels of adjudication before various courts and tribunals. The summary of outstanding litigation in relation to our Company, our Subsidiaries, Promoters, Directors and Key Managerial and Senior Management as on the date of this Draft Red Herring Prospectus as disclosed in the chapter “Outstanding Litigation and Material Developments” on page 445 have been provided below: (₹ in million) Nature of Cases Number of outstanding cases Amount Involved* Litigation involving our Company Criminal proceedings against our Company Nil - Criminal proceedings by our Company 7 6.17 Material civil litigation against our Company Nil - Material civil litigation by our Company Nil - Actions by statutory or regulatory Authorities 1 Not Ascertainable Direct and indirect tax proceedings 4 16.40 Litigation involving our Subsidiaries Criminal proceedings against our Subsidiaries Nil - Criminal proceedings by our Subsidiaries Nil - Material civil litigation against our Subsidiaries Nil - Material civil litigation by our Subsidiaries 5 0.43* Actions by statutory or regulatory Authorities Nil - Direct and indirect tax proceedings 5 46.49 Other Legal Proceedings 1 Not Ascertainable Litigation involving our Directors(Other than Promoters) Criminal proceedings against our Directors Nil - Criminal proceedings by our Directors Nil - Material civil litigation against our Directors Nil - Material civil litigation by our Directors Nil - Actions by statutory or regulatory authorities Nil - Direct and indirect tax proceedings Nil - Litigation involving our Promoter Criminal proceedings against our Promoter Nil - Criminal proceedings by our Promoter Nil - Material civil litigation against our Promoter 1 Not Ascertainable Material civil litigation by our Promoter Nil - Actions by statutory or regulatory authorities 1 Not Ascertainable Direct and indirect tax proceedings 6 3.22 Litigation involving our KMP and SM (other than Promoters) Criminal proceedings against our KMP and SM Nil - Criminal proceedings by our KMP and SM Nil - Actions by statutory or regulatory authorities Nil - Direct and indirect tax proceedings 2 Nil *Of the five pending litigations involving our Subsidiaries, three have been initiated by our foreign subsidiaries, involving an aggregate amount of USD 656,041. We may be required to devote management and financial resources in the defence or prosecution of such legal proceedings. Any adverse order or direction in these cases by the concerned authorities even though not quantifiable, could have a material adverse impact on our business and reputation. 21. We are exposed to foreign currency exchange rate fluctuations, which may adversely affect our financial condition, cash flows, and results of operations. We import a number of raw materials from overseas and such imports are denominated in foreign 60currencies. During the past three Fiscal, we imported raw material such as Vitamin D2 40 MIU/GM pure crystals, Vitamin A Palmitate 1.7 MIU/gm, Folic Acid (Vitamin B9) Halal, Thiamine Mononitrate Halal, Palmolein oil and whey protein hydroslate (WPH) from 7 countries, particularly from China, Singapore, Malaysia, Poland, U.A.E, Germany and Netherlands. Set out is the details of Country wise cost of imports in India for the reporting period. (₹ in million unless stated otherwise) Fiscal 2025 Fiscal 2024 Fiscal 2023 % of total % of total % of total Name of procurement procurement procurement the Amount cost from Amount cost from Amount cost from Countries foreign foreign foreign supplier supplier supplier China 154.47 64.36 201.23 39.52 235.78 52.56 Singapore 43.37 18.07 126.47 24.84 56.25 12.54 Malaysia 22.83 9.51 7.49 1.47 - - Poland 16.08 6.70 155.61 30.56 144.46 32.20 U.A.E 2.62 1.09 13.16 2.59 7.91 1.76 Germany 0.39 0.16 5.18 1.02 3.08 0.69 Netherlands 0.27 0.11 - - 1.12 0.25 Total 240.02 100.00 509.15 100.00 448.60 100.00 At the same time, a significant portion of our revenue is derived from exports. During past three Fiscals, our products were exported to over 75 countries, including South Africa, Malaysia, Ethiopia, France, French Polynesia, Ghana, Indonesia, Kenya, Madagascar, Mozambique, Papua New Guinea, Nigeria, Philippines, Qatar, UAE, Mauritius, Brazil, Bangladesh and Rwanda. The table below presents the country-wise revenue from sales outside India for Fiscal 2025, Fiscal 2024, and Fiscal 2023. (₹ in million unless stated otherwise) Countries Fiscal 2025 Fiscal 2024 Fiscal 2023 % of % of % of Revenue Revenue Revenue revenue revenue revenue from from from from from from Operations Operations Operations operation operations operations Ethiopia 394.20 12.13 47.51 1.60 19.39 0.70 Indonesia 235.03 7.23 174.60 5.86 133.77 4.80 UAE 147.44 4.54 44.35 1.49 34.36 1.23 Thailand 113.45 3.49 104.53 3.51 117.56 4.22 Afghanistan 105.87 3.26 - - - - Brazil 104.53 3.22 57.77 1.94 20.93 0.75 Bangladesh 83.31 2.56 9.63 0.32 23.73 0.85 Rwanda 69.60 2.14 189.94 6.38 144.71 5.20 South Africa 55.99 1.72 13.16 0.44 19.82 0.71 Egypt 52.85 1.63 9.63 0.32 0.31 0.01 Nigeria 43.90 1.35 52.84 1.77 44.69 1.60 Côte D'Ivoire 35.57 1.09 84.25 2.83 88.62 3.18 Italy 32.61 1.00 16.39 0.55 72.56 2.61 Others* 515.72 15.87 1,073.47 36.05 1,056.93 37.95 Total 1,990.06 61.25 1,878.06 63.08 1,777.37 63.82 Revenue from 3,249.29 100.00 2,977.31 100.00 2,785.01 100.00 operation 61*Others include Vietnam, Paraguay, Uganda, Kenya, Uzbekistan, etc Given our cross-border procurement and export activities, we are exposed to currency risk arising from fluctuations in exchange rates between the Indian Rupee (INR) and various foreign currencies. The exchange rate between the INR and USD, in particular, has fluctuated significantly in recent years and continues to be volatile. A weakening of the INR increases our cost of imports, while an appreciation adversely affects our export realizations. As a result, significant currency fluctuations can materially impact our cost structure, revenue realization, profitability, and working capital position. Set out below is a summary of our unrealised foreign exchange gains and losses (net) during the past three Fiscals: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Unrealised Foreign Exchange 1.01 (2.31) (1.40) (Gain)/Loss (₹ in Million) We typically hedge our foreign currency assets and liabilities through hedging policy, although such mechanisms may not fully eliminate currency risks. There can be no assurance that our hedging strategy will protect us from adverse currency movements or associated losses. While we have experienced both gains and losses from currency movements in the past, we run the ongoing risk that future exchange rates may be less favorable. This could result in foreign currency translation losses or reduced margins, thereby adversely impacting our financial condition and operational performance. 22. There are certain instances of delays in payment of statutory dues. Any delay in payment of statutory dues or non-payment of statutory dues in dispute may attract financial penalties from the respective government authorities, which may have an adverse impact on our financial condition and cash flows. There have been certain instances of delay in the payment of statutory dues during the last three Fiscals, including delays relating to employee state insurance contributions and professional tax, though such amounts have since been deposited with the relevant authorities. For example, there were isolated delays in payment of ESIC contributions and professional tax during the last three Fiscals, as set out in the table below. The following table depicts the delays in filing GST returns by the Company Fiscal Return Type Delayed filings Fiscal 2025 GSTR-1 0 Fiscal 2024 GSTR-1 1 Fiscal 2023 GSTR-1 5 Fiscal 2025 GSTR-3B 0 Fiscal 2024 GSTR-3B 1 Fiscal 2023 GSTR-3B 5 62Nature of Payments Labour Welfare GST TDS TCS Professional Tax Provident Fund ESIC fund Fiscal Number Amount Number Amount Number Amount Number Amount Number Amount Number Amount Number Amount of (₹ in of (₹ in of (₹ in of (₹ in of (₹ in of (₹ in of (₹ in instances million) instances million) instances million) instances million) instances million) instances million) instances million) Delay for 6 0.01 9 0.09 1 0.00 1 0.00 11 0.08 0 - 2 0.02 Fiscal 2023 Delay for 0 - 6 0.47 1 0.00 1 0.01 1 0.01 0 - 3 0.01 Fiscal 2024 Delay for 0 - 1 0.00 1 0.00 1 0.06 3 0.03 1 0.00 3 0.01 Fiscal 2025 63We have implemented enhanced internal processes and reporting structures to ensure that all regulatory requirements are tracked, escalated, and fulfilled within the prescribed timelines. Where required, we have also engaged external consultants and legal advisors to review and validate compliance related workflows, strengthen documentation standards, and provide oversight during critical reporting cycles. These steps are intended to institutionalize accountability and reduce reliance on ad hoc or reactive approaches to compliance. While we believe that these initiatives have significantly improved our internal compliance capabilities, there can be no assurance that future delays or lapses will not occur. Any failure to comply with applicable laws and regulatory filing requirements in a timely manner may subject us to warnings, penalties, or reputational risks, all of which could adversely affect our operations or delay future corporate actions. 23. Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a poor rating may restrict our access to capital and thereby adversely affect our business and results of operations. The cost and availability of capital, amongst other factors, is also dependent on our credit ratings. As on September 2, 2025 we have been assigned with [ICRA]A- (Stable) for long term borrowing and [ICRA]A1 for short-term borrowing. The details of the credit rating obtained by us in past are as follows: Agency Instrument / Post Fiscal Fiscal 2025 Fiscal 2024 Fiscal 2023 Facility 2025 ICRA Long Term [ICRA]A- [ICRA]A- [ICRA]A- [ICRA]A- Borrowing (Stable) (Stable) (Stable) (Stable) Short Term [ICRA]A1 [ICRA]A2+ [ICRA]A2+ [ICRA]A2+ Borrowing Any adverse change in credit ratings assigned to our Company or our borrowing limits in the future may impact our ability to raise additional funds and/or the interest cost at which we borrow additional funds and this could have an adverse effect on our business and results of operations 24. Inability to accurately forecast demand or manage inventory levels may adversely affect our operations, financial performance, and brand reputation. Our ability to manage inventory effectively and forecast demand accurately is critical to the success of our operations across business segments. Demand estimates for our branded clinical and wellness nutrition products (B2C segment) are primarily based on sales trends and inputs from our field and marketing teams. For premix formulations (B2B2C segment) and Ready-to-Use Foods (RUFs) and Micronutrient Powders (MNPs) in the ESG segment, demand forecasting is based on historical experience, projected requirements, and expected tenders or orders. However, these estimates are subject to variability due to shifting consumer preferences, seasonal changes, macroeconomic conditions, or disruptions in procurement cycles. Overestimating demand could lead to excess inventory, resulting in wastage or loss, especially for products with limited shelf life or those requiring controlled storage conditions. Conversely, underestimating demand or facing production delays due to raw material shortages or disruptions at our manufacturing facilities could lead to stockouts and missed opportunities, pushing customers toward competing products. While we closely monitor inventory levels and employ systems to mitigate these risks, we remain exposed to losses arising from spoilage, damage, or obsolescence of stock. Although we maintain insurance coverage to mitigate such risks, there is no assurance that future claims will be honoured in full, or that reimbursements will be timely. Any significant delay or denial in insurance settlements could further impact our working capital and profitability. Failure to efficiently 64manage inventory or respond to demand volatility may adversely affect our financial results, supply chain reliability, and customer satisfaction. 25. We have significant working capital requirements and our inability to meet such working capital requirements may have an adverse effect on our results of operations. Our business demands significant working capital to fund the procurement of raw material, facilitate manufacturing processes, and maintain adequate inventory for timely customer deliveries. Furthermore, our working capital requirements is higher due to B2B customers, which requires offering extended credit terms. Increased working capital demands may also arise as we take on a larger volume of orders due to business growth. Our working capital is funded through borrowings and internal accruals. For details, see “Financial Indebtedness” on page 415. The table below presents our working capital requirement and its funding pattern for the indicated years: (in ₹ million) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Current assets 1,836.43 1,786.72 2,239.73 Less: Net Current liabilities 370.84 334.38 706.25 Less: Cash and Cash 152.23 193.53 113.87 Equivalents Less: Bank Balance other 47.98 45.42 108.17 than Cash and Cash Equivalents Net working capital 1,265.38 1,213.39 1,311.44 requirements(1) (A) Short term borrowings from 155.80 265.35 456.50 banks (B) Internal accruals and equity 1,109.58 948.04 854.94 (A-B) (1) Net working capital is calculated as Current Assets minus Current Liabilities and Cash & Cash Equivalents and Bank Balance other than Cash and Cash Equivalents. (2) Net Current Liabilities excludes Short term borrowings less Current maturities of Long term borrowings. We typically rely on internal accruals as well as credit facilities with banks to provide for our working capital arrangements. During the Fiscal 2025, Fiscal 2024, Fiscal 2023, our days working capital was up to 140 days, 139 days and 139 days respectively. Working capital days represent the number of days of revenue from operations funded through working capital, calculated by relating working capital to revenue from operations and expressing it in days. As we pursue our growth plan, we may be required to raise additional funds by incurring further indebtedness or issuing additional equity to meet our working capital requirements in the future. Any increase in debt financing could increase our interest costs and require us to comply with additional restrictive covenants in our financing agreements. Additional equity financing could dilute our earnings per Equity Share and your interest in the Company and could adversely impact our Equity Share price. There can be no assurance that we will generate sufficient cash flows or be able to borrow funds in a timely basis, or at all, to meet our working capital and other requirements, or to pay our debt, which could materially and adversely affect our business and results of operations. 26. Certain of our business transactions are entered into with government or government-funded entities in India and overseas and any change in the government policies, practices or focus may adversely affect our business, cash flows and results of operations Certain of our business transactions, particularly those under our ESG segment, including Ready-to-Use 65Therapeutic Foods (RUTF), micronutrient powders (MNPs), and other premix formulations, are dependent on contracts governmental authorities, medical associations and other entities funded by governments or governmental authorities in the domestic as well as overseas market. These engagements subject us to several inherent risks. Changes in government leadership, funding priorities, or public health policy in India or countries where we operate may result in delays, reductions, or cancellations of procurement programs. Government contracts are often project-based and do not offer long-term revenue visibility, making our sales from this segment inherently unpredictable. In many cases, these contracts contain termination for convenience clauses, allowing the government or funding entity to exit the engagement at short notice without obligation to compensate us for the loss of future revenue. Furthermore, bidding cycles for public tenders can be lengthy and subject to regulatory scrutiny, impacting order flow and execution timelines. In the international context, changes in donor focus, geopolitical developments, or foreign exchange fluctuations may disrupt funding flows or delay project approvals. Although we have not experienced material contract cancellations or disruptions in the past three Fiscals, we cannot assure that future contracts will be renewed or that new ones will be awarded. Any interruption or termination of such contracts may adversely affect our revenue, working capital, and overall business performance. 27. We rely on third-party transportation providers for inbound raw materials and outbound finished goods, and any disruption or inefficiency in such logistics arrangements may adversely affect our business, financial condition, results of operations, and cash flows. We are dependent on third-party logistics and transportation providers for (i) the movement of inputs from our suppliers to our Manufacturing Facilities, and (ii) the delivery of our products to our customers in India and outside India. Any delay, disruption, or inefficiency in the logistics network may impair our ability to maintain smooth operations or timely order fulfilment. Delays in transportation can arise from multiple external factors including labor strikes, fuel price volatility, adverse weather, road blockages, natural disasters, public health emergencies (such as the COVID-19 pandemic), and regulatory changes affecting freight movement. Additionally, products and raw materials in transit may be exposed to risks such as theft, mishandling, damage, or loss, which could result in quality degradation or shortfall in quantity at destination. While we have not faced any material disruptions in transportation during past three Fiscals, we cannot assure you that such incidents will not occur in the future. Any delay or non-delivery of raw materials may impact our production schedules, while delays in customer deliveries could affect our reputation and customer retention. Furthermore, compensation from transporters or insurers may not always be adequate to cover associated losses. The table below sets forth our transportation cost as a percentage of our revenue from operations for the years/period indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount % of Amount % of Amount % of (₹ in Revenue (₹ in Revenue (₹ in Revenue million) from million) from million) from Operations Operations Operations Freight & 110.00 3.39 83.16 2.79 99.16 3.56 Forwarding Charges (Net) We could be required to expend considerable resources in addressing our transportation requirements, including by way of absorbing any excess charges to maintain our selling price, which could adversely 66affect our results of operations, or passing these charges on to our customers, which could adversely affect demand for our products. 28. We face competition in relation to our offerings, including from competitors that may have greater financial and marketing resources. Failure to compete effectively may have an adverse impact on our business, financial condition, results of operations and prospects. As per the CARE Report, the wellness industry in India is exposed to a number of structural and operational challenges. These challenges, if not addressed, may adversely affect the growth, consumer adoption, and overall performance of companies in this sector, including ours. Key challenges include: • Regulatory Gaps and Lack of Standardisation The Indian wellness industry operates under a fragmented and often ambiguous regulatory environment. Overlapping jurisdictions of bodies such as the Food Safety and Standards Authority of India (FSSAI), the Ministry of AYUSH, and the Central Drugs Standard Control Organisation (CDSCO) have led to uncertainty in classification of products as either food, nutraceutical, or drug. This lack of clarity makes compliance complex for manufacturers, delays product launches, and raises the risk of regulatory scrutiny or penalties. Furthermore, the absence of harmonised standards for labelling, permissible health claims, and safety testing creates inconsistency in product quality and consumer trust. Companies operating in the sector must devote substantial resources to compliance, while still facing the possibility of regulatory action due to interpretation gaps. • Affordability and Price Sensitivity The wellness industry in India remains heavily influenced by affordability and price sensitivity. While urban, higher-income consumers are adopting premium wellness products such as organic supplements, fortified foods, and imported nutraceuticals, a significant portion of the population in Tier-III towns and rural areas considers such products unaffordable. High pricing acts as a barrier to mass adoption, limiting the industry’s ability to penetrate beyond affluent segments. In addition, with discretionary spending often affected by inflationary pressures or economic downturns, demand for wellness products may decline when consumers prioritise essential household expenses over health supplements. • Low Awareness Beyond Urban Markets Consumer awareness of wellness products remains largely concentrated in metros and Tier-I cities. In smaller towns and rural areas, consumers often lack knowledge of preventive healthcare benefits or confuse wellness products with pharmaceutical drugs, leading to hesitation in consumption. This low awareness restricts demand growth in non-urban markets, which represent a large share of India’s population. Without sustained education and advocacy by healthcare professionals, the expansion of wellness products into these regions may remain limited, thereby constraining the overall market potential. • Distribution and Infrastructure Limitations The success of wellness products, particularly those that are perishable or require temperature-controlled handling, depends on robust logistics and distribution networks. In India, the cold-chain infrastructure remains inadequate, particularly outside Tier-I cities. This limits the ability to distribute products efficiently to Tier-II, Tier-III, and rural regions. Furthermore, offline retail penetration for wellness products is still limited in semi-urban and rural India, while e-commerce adoption, though rising, remains uneven. These infrastructural challenges affect last-mile delivery efficiency, increase costs, and restrict timely access to products. • Lack of Clinical Backing for Products Many wellness products, particularly in the dietary supplements and herbal formulations segment, lack robust clinical evidence or research-based efficacy claims. While anecdotal or traditional knowledge may 67support their use, absence of published scientific validation undermines consumer trust, especially among educated and urban populations who demand evidence-backed claims. This credibility gap not only limits market adoption but also exposes companies to reputational risks if efficacy claims are challenged by regulators, consumer groups, or competitors. • Counterfeit and Unregulated Products The wellness industry in India has witnessed the proliferation of counterfeit, spurious, or unregulated products, particularly in the online retail space. Such products are often sold without appropriate certifications, quality checks, or safety standards, posing risks to consumer health. The presence of counterfeit goods in the market also dilutes consumer confidence in legitimate brands and creates reputational risks for compliant manufacturers. Intense Competition and Low Entry Barriers (Additional Risk) The wellness sector is characterised by a large number of domestic and international players, as well as start-ups, owing to relatively low entry barriers in certain product categories. This leads to intense price competition, frequent product launches, and aggressive marketing campaigns. New entrants, particularly those leveraging direct-to-consumer models and digital platforms, may capture market share quickly, intensifying competitive pressures. Sustaining differentiation in such an environment requires continuous investments in branding, innovation, and distribution. • Dependence on Imported Ingredients Several wellness products, particularly those containing specialised vitamins, amino acids, or botanical extracts, rely on imported raw materials. This creates dependence on international supply chains and exposure to risks such as currency fluctuations, import restrictions, or supply shortages due to geopolitical events. Any disruption in sourcing may affect product availability, increase input costs, and impact profitability. • Changing Consumer Preferences and Trends The wellness industry is highly consumer-driven, with preferences influenced by lifestyle trends, social media, and shifting perceptions of health. Rapid changes in consumer demand, such as preference for plant-based, “clean label,” or sustainable products, require companies to adapt quickly. Failure to anticipate or respond to these evolving trends may result in product obsolescence or loss of market relevance. Given the above threats and challenges, there can be no assurance that our business will not be adversely impacted by these industry-wide risks, which may materially affect our operations, financial condition, and results of operations 29. We may not be able to correctly assess the demand for our products, which may adversely affect our business, financial condition, cash flows and results of operations. Our production and distribution processes require us to anticipate the demand for our products based on the feedback received from our own marketing personnel, distributors and partners. We estimate our production volumes based on customer dialogue, purchase orders, historical production volumes by our customers, our experience and general economic and market conditions. However, the demand for our products need not necessarily develop in line with our estimates. Therefore, there can be no assurance that we will be able to plan our production schedules to meet the actual requirements. In addition, regardless of the accuracy of such indicators, factors outside our control may require revision of our estimates. If we over-estimate the volume of products we expect to sell, we will have excess production capacity which may reduce operational efficiency and the margins on the products sold. If we underestimate the volume of products, we need to produce at any of our manufacturing facilities or fail to order a sufficient volume of supplies and input materials from our third-party suppliers, we may be unable to meet customer orders, which may affect our reputation or lead to a discontinuation of future 68orders from customers which could have a material adverse effect on our business, financial condition and results of operations. 30. If we fail to keep pace with the rapid changes in the industry and market, it will result in a decline in demand for our products and revenues. The health and nutrition industry is dynamic and marked by continual shifts in consumer behaviour, rapid innovation, and the constant introduction of new products. Demand for our offerings is influenced not only by demographic trends, lifestyle shifts, and macroeconomic factors such as disposable income, but also by evolving customer expectations around health, wellness, and functional food solutions. In recent years, there has been a growing consumer preference for products that align with active lifestyles, personalized nutrition, clean labels, and preventive healthcare. Our ability to sustain growth depends on how effectively we anticipate these trends and translate them into differentiated, accessible, and relevant products. Any delay in responding to market movements, or failure to accurately identify consumer preferences, may lead to product obsolescence or reduced competitiveness, adversely affecting our market share and revenues. To strengthen our presence in the emerging wellness and lifestyle nutrition category, we launched our new brand, “NUTRONE”, during Fiscal 2024 and a total nine products in the past three Fiscals. The “NUTRONE” brand caters to nutrition for men, women and healthy ageing. However, despite the strategic positioning and product development efforts, the commercial success of “NUTRONE” and other new formulations will ultimately depend on consumer acceptance and market response. New product launches inherently carry execution and adoption risks. If “NUTRONE” or any of our other recently introduced or pipeline products fail to gain sufficient traction, we may be required to scale back investments or discontinue certain SKUs, despite having invested significant time and resources into their development. Such outcomes could negatively impact our brand equity, divert marketing and operational bandwidth, and dilute our financial performance. 31. Our failure to protect confidential information like our product recipes, formulations, pricing or launch information could adversely affect our competitive position. We intend to keep the recipes and formulations of our products confidential. We also keep information in relation to our proposed pricing of any new product, any proposed variation in price or launch of any new product confidential. Any failure to protect such confidential information due to leakage of information may impact our competitive position in our product segment. The appointment letters issued to our employees who use our recipes to manufacture our products require that all information made known to them be kept strictly confidential. Although we attempt to protect our trade secrets, the appointment letters may not effectively prevent disclosure of our proprietary information and may not provide any adequate remedy in the event of unauthorised disclosure of such information to our competitors. Consequently, such events may adversely affect our competitive position. 32. If we are unable to protect our intellectual property and technical know-how against third party infringement or breaches of confidentiality or are found to infringe on the intellectual property rights of others, it could have a material adverse effect on our business, results of operations and financial condition. we have 51 registered trademarks (including device and word marks) under Classes 1, 5, 16, 30, 32, 35, and 45 of the Trademarks Act, 1999. Further, we have secured 11 international trademark registrations under the World Intellectual Property Organization (WIPO), covering jurisdictions including Brazil, Chile, Colombia, Costa Rica, Peru and Malaysia. We have also entered into a trademark license agreement with Ped-Med Limited, Canada, for the use of the ‘Sprinkles’ brand in India, pertaining to a microencapsulated iron and Vitamin A supplement in the form of micronutrient powders (MNPs). For details, see “Our Business – Intellectual Property” on page 269 and “Government and Other Approvals- Intellectual Property” on page 470. 69We believe that our success depends on our ability to protect our intellectual property, which includes certain patented processes. We may not be able to prevent competitors from developing, using or commercializing products that are functionally equivalent or similar to our products since a significant portion of our processes and products are not patented. We cannot guarantee that each application filed with respect to our brand names or any new products or innovations will be approved. We cannot assure you that patents issued to us in the future will not be challenged or circumvented by competitors or that such patents will be found to be valid or sufficiently broad to protect our processes or to provide us with any competitive advantage. We may be required to negotiate licenses for patents from third parties to conduct our business, which may not be available on reasonable terms or at all. Further, we may not always be able to safeguard our intellectual property from infringement or passing off and may not be able to respond to infringement or passing off activity occurring without our knowledge. We also rely on technical knowledge, product information, industry data, manufacturing expertise and market “know-how” that cannot be registered and is not subject to any confidentiality or nondisclosure clauses or agreements. While we have not experienced any instances of any adverse observations with respect to intellectual property rights due to which manufacture and sale of such products was restricted or prohibited, and we paid substantial damages. Further, there have been no such instances resulting in an inability to renew registration of certain trademarks in the past three Fiscals which have had adversely affected our business, financial condition, results of operations and cash flows. In the event we are unable to adequately protect our confidential technical or proprietary information any advantage we may have over our competitors could be compromised. We may face claims that we are infringing the intellectual property rights of third parties. If we are subject to any adverse rulings or decisions, our manufacture and sale of such products could be significantly restricted or prohibited and we may be required to pay substantial damages or on-going licensing fees. If we are unable to protect our intellectual property and technical know-how against third party infringement or breaches of confidentiality or are found to infringe on the intellectual property rights of others, it could have a material adverse effect on our business, results of operations and financial condition. 33. Restrictions imposed in the secured credit facilities and our other outstanding indebtedness may limit our ability to operate our business and to finance our future operations or capital needs. As of July 31, 2025, our total outstanding borrowings on a consolidated basis (including non-fund-based facilities availed by our Company) was ₹ 340.66 million. For details, see “Financial Indebtedness” on page 415. Our indebtedness could have several important consequences, including but not limited to the following: • a portion of our cash flow will be used towards repayment of our existing debt, which will reduce the availability of cash to fund working capital needs, capital expenditures, acquisitions and other general corporate requirements; • our ability to obtain additional financing in the future or renegotiate or refinance our existing indebtedness on terms favourable to us may be limited • our ability to obtain additional financing in the future at reasonable terms may be restricted; • fluctuations in market interest rates may affect the cost of our borrowings, as some of our loans are at variable interest rates; and • we may be more vulnerable to economic downturns, may be limited in our ability to withstand competitive pressures and may have reduced flexibility in responding to changing business, regulator and economic conditions. Our financing agreements governing our borrowings include conditions and restrictive covenants that require us to obtain consents, no-objections or waivers from lenders prior to carrying out specified activities or entering into certain transactions. Such restrictive covenants, among other things, require our Company to obtain the approval of the relevant lender for inter alia change in capital structure, ownership, management, control or beneficial ownership, effecting any scheme of amalgamation or reconstitution, alteration to the constitutional documents of the Company, restructuring or changing the management, changing our shareholding pattern. While we have obtained necessary consents from our 70lenders as required under our loan/financing documentation, for undertaking the Offer and related actions, we cannot assure you that we will be able to obtain such approvals in the future to undertake such activities as and when required or to comply with such covenants or other covenants in the future. Further, these debt obligations are typically secured by a combination of security interests. We are required to create charge over our present and future current assets and certain of our movable and immovable fixed assets and furnish guarantees from certain members of our Promoters and Promoter Group. The security allows our lenders to inter-alia sell the relevant assets in the event of our default. Further, our financing agreements also stipulate inter alia financial covenants required to be maintained by us during the duration of the facilities. There can be no assurance that our lenders will not enforce the event of default clauses forming part of our borrowing arrangements and recall the loans and/or facilities advanced to us in the future. Further, a majority of our outstanding indebtedness have floating rates of interest. Any fluctuations in the interest rates may directly impact the interest costs of such loans and could adversely affect our financial condition. Any failure to service our indebtedness, perform any condition or covenant or comply with the restrictive covenants could lead to a termination of one or more of our credit facilities, default, acceleration of amounts due under such facilities and cross-defaults under certain of our other financing agreements, any of which may adversely affect our ability to conduct our business and have a material adverse effect on our financial condition and results of operations. 34. Our insurance coverage may not be sufficient or adequate to protect us against all material hazards, which may adversely affect our business, results of operations, financial condition and cash flows. Our operations are subject to various risks including defects, malfunctions and failures of manufacturing equipment, fire, riots, strikes, explosions, loss-in-transit for our products, accidents and natural disasters. Our insurance may not be adequate to completely cover any or all of our risks and liabilities. While we believe that the insurance coverage which we maintain is in keeping with industry standards and would be reasonably adequate to cover the normal risks associated with the operation of our businesses, we cannot assure you that any claim under the insurance policies maintained by us will be honoured fully, in part or on time, or that we have taken out sufficient insurance to cover all our losses. We maintain insurance policies for our manufacturing facilities, offices, buildings, machinery, equipment, products, marine cargo or transport, interruption and damage due to fire. We typically maintain fire, burglary and marine cargo policies for our fixed assets and stock of warehouses, to cover risks such as fire and other ancillary perils. We also cover export credit sales through our ECGC policy. We had taken Product Liability for any claim related to products. The table below provides details of our insurance cover for the years / period indicated: Percentage of Insured Assets: Particulars Remarks Amount (in ₹) % of total Percentage of Assets (in insurance %) coverage (in %) Including Property, Plant and 1,233.84 48.23 157.21 Insured Assets Equipment and Inventories Excluding Intangible assets, 1,324.42 51.77 - Intangible assets under Uninsured Assets development, Right of use Assets and Deferred tax Assets. Net Total Assets 2,558.26 100.00 71Coverage of insurance vis-à-vis the total assets Period Book value of Net Insurance Percentage of insurance Total assets* (in ₹ Coverage (in ₹ coverage to net value of million) million) assets (in %) As at the financial year 2,558.26 1,939.78 75.82 ended March 31, 2025 As at the financial year 2,460.55 1,783.55 72.49 ended March 31, 2024 As at the financial year 2,839.89 1,777.39 62.59 ended March 31, 2023 * Net Total assets refers to the sum of Insured and Uninsured Assets. Further, our insurance coverage is subject to periodic renewal. While we apply for renewals in the ordinary course of business and have not faced material instances of non-renewal or claim rejection during the last three Fiscals, there can be no assurance that such renewals will always be granted in a timely manner, on acceptable terms, or at all. In the event that we suffer a loss or damage for which we do not have insurance coverage, or where the loss exceeds the sum insured, or where our insurance claims are rejected, such losses would have to be borne by us directly. We have not experienced any instances wherein the claims have exceeded the insurance coverage for any of the past three Fiscals. The occurrence of such events could materially and adversely affect our business, financial condition, cash flows, and results of operations. 35. We may not be able to implement our business strategies or sustain and manage our growth. Our growth strategy includes expanding our existing businesses as well as strengthening our market presence in new geographies in India. For further details, see “Business – Our Key Strategies” on page 238. Success in expanding our business or entering into new geographies will depend on various internal and external factors, many of which are beyond our control. Our success will depend, in large part, on our ability to effectively implement our business and growth strategies. We cannot assure you that we will be able to execute our strategies in a timely manner or within budget estimates or that we will meet the expectations of our customers and other stakeholders. We believe that our business and growth strategies will place significant demands on our senior management and other resources and will require us to develop and improve operational, financial and other internal controls. Further, our business and growth strategies may require us to incur further indebtedness. Any inability to manage our business and growth strategies could adversely affect our business, financial condition and results of operations. 36. The attrition rate for our Company’s employees for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 34.48%, 35.73% and 62.54%, respectively. High or increased attrition rate among our workforce could adversely affect our operational efficiency and business performance. As of July 31, 2025, our workforce comprised 482 permanent employees on our pay roll. Our employee benefits expense comprising payments made to all the personnel on our payroll and engaged in our operations (apart from contract labour), for Fiscals 2025, 2024 and 2023 is stated below: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount % of total Amount % of total Amount % of total (₹ in million) revenue from (₹ in revenue from (₹ in revenue operations million) operations million) from operations Employee benefits 419.07 12.90 396.91 13.33 411.46 14.77 expense 72The table below sets forth consolidated information on our attrition rates for permanent employees for the period stated: Particulars Fiscal 2025 2024 2023 Key Managerial Personnel and Senior Management Number of Key Managerial Personnel 2 1 1 Attrition Rate (Key Managerial Personnel)^ Nil 100.00% 66.67% Number of Senior Management 1 2 3 Attrition Rate Senior Management 66.67% Nil 28.57% Total Staff For Company HNL - Total staff employed 347 304 283 Attrition Rate^ 40.31% 45.83% 72.94.% For Subsidiaries HNEPL – Total staff 85 90 96 Attrition Rate^ 15.91% 16.22% 29.67% HNIPL – Total staff 58 58 57 Attrition Rate^ 24.14% 14.16% 34.95% HNLLC – Total staff 12 9 12 Attrition Rate^ 47.62% 28.57% 211.11% Total staff employed (Consolidated) 502 461 448 Attrition Rate – Consolidated (weighted)* 34.48% 35.73% 62.54% ^Attrition is calculated by dividing the number of employees who left during the year by the average headcount for that year, then multiplying by 100. *The weighted attrition rate is calculated by multiplying the staff strength of each group by its respective attrition rate, summing these values, and dividing by the total staff strength. 37. We enter into certain related party transactions in the ordinary course of our business and we cannot assure you that such transactions will not adversely affect our business, results of operations, profitability and margins, cash flows and financial condition. We enter into certain transactions with related parties in the ordinary course of our business and may continue to enter into related party transactions in the future. Our related party transactions include sale of products, purchases, remuneration, and re-imbursement of expenses among other things. Our related party transactions, as a percentage of our revenue from operations, constituted 2.32%, 2.55% and 3.03% in Fiscals 2025, 2024 and 2023, respectively. The transactions we may enter into with our related parties in the future could potentially involve conflicts of interest, which may be detrimental to the interest of our Company and we cannot assure you that such transactions, individually or in the aggregate, will always be in the best interests of our minority Shareholders and will not adversely affect our business, results of operations, profitability and margins, cash flows and financial condition. While all such transactions have been conducted on an arm’s length basis, in accordance with the Companies Act and other applicable regulations pertaining to the evaluation and approval of such transactions, all related party transactions that we may enter into post-listing will be subject to an approval by our Audit Committee, our Board, or our Shareholders, as required under the Companies Act and the SEBI Listing Regulations. The table below sets forth details of absolute sum of all related party transactions and the percentage of such related party transactions to our revenue from operations during the last three Fiscals: (₹ in million, except percentage) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Absolute sum of all related party transactions 75.36 75.94 84.26 Revenue from operations 3,249.29 2,977.31 2,785.01 Absolute sum of all related party transactions 2.32 2.55 3.03 as a percentage of revenue from operations (%) 73For details of our related party transactions, see “Summary of the Offer Document —Summary of related party transactions” and “Restated Financial Information Note -39 - Related Party Transactions” on pages 33 and 388, respectively. 38. We have certain contingent liabilities which, if materialized, may adversely affect our financial condition. As at March 31, 2025, we had certain contingent liabilities, as set out in the table below: Particulars Amount (₹ in million) Contingent liabilities - Capital Commitments (to the extent not provided for) 6.88 Corporate Guarantee 788.50 Bank Guarantee 54.16 Statutory Dues 27.09 Note: 1. Capital Commitments represents open capital expenditure purchase orders placed by the Company, which are yet to be executed and are not provided for in the financial statements. 2. Corporate Guarantee includes corporate guarantees extended by HNL in favor of HNEPL and HNIPL, and by HNEPL in favor of HNL, towards working capital limits and term loan facilities availed from banks/financial institutions. 3. Bank Guarantee comprises guarantees issued to customers against supply obligations, performance-related commitments, and guarantees given to statutory authorities such as the Maharashtra Pollution Control Board (MPCB). 4. Statutory Dues consists mainly of demands and notices received from government departments, including income tax, customs, and GST authorities, which are under various stages of adjudication or appeal. If at any time we are compelled to pay all or a material proportion of these contingent liabilities, it would have a material and adverse effect on our business, financial condition, cash flows and results of operations. For further details, see “Restated Consolidated Financial Information” beginning on page 337. 39. Our manufacturing facilities in Chennai and Thoothukudi have been established on a land in special economic zone which is allotted to us on a leasehold basis. Failure to comply with the conditions of use of such land could result in an adverse impact on our business and financial condition. Our manufacturing facilities at Chennai and Thoothukudi, have been established on a land in special economic zone which is allotted to for a period of 5 years i.e valid till December 03, 2029 and 97 i.e. valid till April 8, 2111, respectively from Madras Export Processing Zone, Chennai and CCCL Pearl City Food Port SEZ Ltd, Thoothukudi, respectively. Under the terms of the lease deed entered between Madras Export Processing Zone, Chennai and CCCL Pearl City Food Port SEZ Ltd, Thoothukudi and our Company, we are required to comply with certain ongoing conditions. If we fail to meet any such conditions, we may be required to incur liability. Cancellation of the lease deed due to, among other things, non-compliance of the conditions of the lease deed and allotment letter could have an impact on our financial condition, which could adversely impact our results of operations and financial condition. 40. Our Company’s Directors or Promoters may enter into ventures that may lead to real or potential conflicts of interest with our business. Our Company’s Directors and Promoters may become involved in ventures that may potentially compete with our Company. The interests of such Directors and our Promoters may conflict with the interests of our other Shareholders, and such Directors or Promoters may, for business consideration or otherwise, cause the Company to take actions, or refrain from taking actions, in order to benefit their interests instead of the Company’s interests or the interests of its other Shareholders. Further, as we expand our business into new product categories, geographies, or facilities, the possibility of overlap with other businesses of our Promoters or Group Entities may increase. While we believe our corporate governance framework and statutory obligations require our Directors to act in the best interest of the Company, there can be no assurance that all potential conflicts of interest will be avoided or resolved satisfactorily. Any such conflict could adversely affect our independence, operations, reputation, and the interests of our shareholders. 7441. Our Company was incorporated in 1993 and certain documents filed by us with the RoC and certain corporate records and other documents, are not traceable. We cannot assure you that such forms or records will be available at all or any time in the future. The secretarial records for certain past allotments of Equity Shares made by our Company and change in registered office of the Company could not be traced as the relevant information was not available in the records maintained by our Company, at the MCA Portal maintained by the Ministry of Corporate Affairs and the RoC, despite conducting internal searches and engaging an independent practicing company secretary to conduct the search. These allotments include allotment of (i) 51,300 equity shares of ₹ 10 each on June, 01, 1993; (ii) 15,000 equity shares of ₹ 10 each on March 31, 2000 for which the relevant forms were not traceable. Certain forms filed for change in registered office with the RoC were not traceable. Additionally, we have not been able to trace certain documents including resolutions of our board of directors and shareholders prior to 2012. While certain information in relation to the allotments and transfers have been disclosed in the section “Capital Structure” beginning on page 115 and in relation to change in registered office have been disclosed in the Section “History and Certain Corporate Matters” beginning on page 282, in this Draft Red Herring Prospectus, based on annual reports of our Company, annual returns, board resolutions and other corporate records of our Company, as available and based upon the allotment details and change in registered office provided in the search report prepared by M/s. Anu Malhotra and Associates, independent practicing company secretary, and certified by their certificate dated August 25, 2025, we may not be able to furnish any further information, other than what is already disclosed in “Capital Structure” beginning on page 115, or assure that the other records will be available in the future. Our Company has sent an intimation to the Registrar of Companies, on September 13, 2025, regarding such untraceable forms and if we could be provided copies of the same. While no legal proceedings or regulatory action has been initiated against our Company in relation to untraceable secretarial and other corporate records and documents as of the date of this Draft Red Herring Prospectus, we cannot assure you that such legal proceedings or regulatory actions will not be initiated against our Company in future 42. Shortage or unavailability of electricity or fuel could affect our manufacturing operations and may have an adverse effect on our business, results of operations and financial condition. Shortage or unavailability of electricity or fuel could affect our manufacturing operations and may have an adverse effect on our business, results of operations and financial condition. We source power from local utilities. In Fiscal 2025, 2024 and 2023, our power and fuel expenses were ₹ 35.85 million, ₹ 31.40 million and ₹ 26.17 million, respectively. Any shortage or non-availability of electricity, failure of the state electricity grid, or fuel supply disruptions could impact our ability to operate our Manufacturing Facilities efficiently. Such disruptions may delay production, impact fulfilment timelines to customers, and result in increased operational costs. While we have not experienced any material disruptions in the supply of power or fuel during the past three Fiscals, there can be no assurance that such issues will not arise in the future. Any significant disruption in utility supply may have an adverse effect on our manufacturing capabilities, customer satisfaction, and ultimately, our business, financial condition, and results of operations. 43. Some of our Promoters and Promoter Group individuals have provided personal guarantees as security for certain facilities availed by our Company and our subsidiaries. If these guarantees are revoked, we may be unable to procure alternative guarantees satisfactory to our lenders, which may adversely affect our business, results of operations, cash flows and financial condition. Our Promoters, Arun Purushottam Kelkar, Subhash Purushottam Kelkar, Vikram Arun Kelkar and Nikhil Arun Kelkar and our promoter group member, Aditya Subhash Kelkar have provided personal guarantees as security for certain facilities availed by our Company and subsidiaries. If any of the above mentioned guarantees are revoked, our lenders may require alternative guarantees or cancel such facilities, entailing 75repayment of amounts outstanding under such facilities. If we are unable to procure alternative guarantees satisfactory to our lenders, we may need to seek alternative sources of capital, which may not be available to us at commercially reasonable terms or at all, or to agree to more onerous terms under our financing agreements, which may limit our operational flexibility. Accordingly, our business, results of operations, cash flows and financial condition may be adversely affected by the revocation of all or any of the guarantees provided by our Promoters and Promoter Group, in connection with our Company’s borrowing. For details, see “Financial Indebtedness” on page 415. 44. If we are unable to maintain an effective system of internal controls, we may not be able to successfully manage or accurately report, our financial risks. Effective internal controls are necessary for us to manage our operations, prepare reliable financial reports and effectively avoid fraud. Moreover, any internal controls that we may implement, or our level of compliance with such controls, may deteriorate over time, due to evolving business conditions. There can be no assurance that deficiencies in our internal controls will not arise in the future, or that we will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in our internal controls. Any inability on our part to adequately detect, rectify or mitigate any such deficiencies in our internal controls may adversely impact our ability to accurately report, or successfully manage, our financial risks, and to avoid fraud. 45. We currently rely extensively on our systems including information technology systems and products processing/quality assurance systems and their failure could adversely affect our manufacturing operations. We rely extensively on the capacity and reliability of the information technology systems, processing and quality assurance systems that support our operations. The size and complexity of our computer systems make them potentially vulnerable to breakdown, malicious intrusion and computer viruses. To date, although we have not experienced a major disruption in our manufacturing operations due to failure of such systems, we cannot assure you that we will not encounter disruptions in the future, and any such disruption may adversely affect our business. Any such disruption may result in the loss of key information and disruption of production and business processes, which could adversely affect our business, financial condition, results of operations and cash flows. In addition, our systems are potentially vulnerable to data security breaches, whether by employees or others that may expose sensitive data to unauthorised persons. Such data security breaches could lead to the loss of trade secrets or other intellectual property or could lead to the public exposure of personal information (including sensitive personal information) of our employees, customers and others. Any such security breaches could have an adverse effect on our reputation, business, financial condition and results of operations. 46. Certain sections of this Draft Red Herring Prospectus contain information from the CARE Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks. Certain sections of this Draft Red Herring Prospectus include information based on, or derived from, the CARE Report prepared by CARE Analytics and Advisory Private Limited, which is not related to our Company, Directors, Key Managerial Personnel or Senior Management. We commissioned and paid for this report for the purpose of confirming our understanding of the industry in connection with the Offer. All such information in this Draft Red Herring Prospectus indicates the CARE Report as its source. Accordingly, any information in this Draft Red Herring Prospectus derived from, or based on, the CARE Report should be read taking into consideration the foregoing. Industry sources and publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Industry sources do not guarantee the accuracy, adequacy or completeness of the data. Further, the CARE Report is not a recommendation to invest / disinvest in any company, industry or sector covered in the CARE Report. This report has to be seen in its entirety; the selective review of portions of the report may lead to inaccurate assessments. All forecasts in the CARE Report are based 76on assumptions considered to be reasonable by CARE Analytics and Advisory Private Limited; however, the actual outcome may be materially affected by changes in the industry and economic circumstances, which could be different from the projections. Accordingly, prospective investors should not place undue reliance on, or base their investment decision solely on this information. In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking any investment in the Offer pursuant to reliance on the information in this Draft Red Herring Prospectus based on, or derived from, the CARE Report. You should consult your own advisors and undertake an independent assessment of information in this Draft Red Herring Prospectus based on, or derived from, the CARE Report before making any investment decision regarding the Offer. See “Industry Overview” on page 163. 47. Certain Promoters, Directors and Key Managerial Personnel are interested in the Company’s performance in addition to their remuneration and reimbursement of expenses. Certain of our Promoters, Directors and Key Managerial Personnel are interested in our Company, in addition to regular remuneration or benefits and reimbursement of expenses and such interests are to the extent of their shareholding in our Company as well as to the extent of any dividends, bonuses or other distributions on such Equity Shares and profit-based commission, amongst others. Further, our Promoters and Promoter Group will, after the Offer, continue to hold a significant stake in our Company. We cannot assure you that our Promoters, Directors and our Key Managerial Personnel will exercise their rights to the benefit and best interest of our Company. As shareholders of our Company, our Promoters or Directors or Key Managerial Personnel may take or block actions with respect to our business which may conflict with the best interests of the Company or that of minority shareholders. For further information on the interest of our Promoters and Directors of our Company, other than reimbursement of expenses incurred or normal remuneration or benefits, see “Our Management”, “Our Promoters and Promoter Group” and “Restated Consolidated Financial Statements” on pages 305, 329 and 337, respectively. 48. Any damages caused by fraud or other misconduct by our employees could adversely affect our business, results of operations and financial condition. We are exposed to operational risk arising from inadequacy or failure of internal processes or systems or from fraud. We are also susceptible to fraud or misconduct by employees or outsiders, unauthorised transactions by employees and operational errors. Employee or executive misconduct could also involve the improper use or disclosure of confidential information or data breach, which could result in regulatory sanctions and reputational or financial harm, including harm to our brand. Further, unauthorised risks taken by our employees beyond the risk management limits, not reporting business and operational issues that may result in claims and damages far in excess of material cost. Our management information systems and internal control procedures are designed to monitor our operations and overall compliance. However, they may not be able to identify non-compliance and/or suspicious transactions in a timely manner or at all. As a result, we may suffer monetary losses, including contractual liabilities and penalties, which may not be covered by our insurance and may thereby adversely affect our business, results of operations and financial condition. Such a result may also adversely affect our reputation, business, results of operations and financial condition. 49. We will not receive any proceeds from the Offer for Sale by the Selling Shareholder. The Selling Shareholder will receive the entire proceeds from the Offer for Sale. The Offer includes an Offer for Sale of Equity Shares by the Selling Shareholders. The entire proceeds of the Offer will be respectively transferred to the Selling Shareholders and our Company will not receive any proceeds from the Offer for Sale. For further details, see “Objects of the Offer” and “Capital Structure” on pages 139 and 115, respectively. 7750. Any non-compliance by our Company with the regulatory and sanction regimes of various countries could harm our reputation or result in regulatory action which could materially and adversely affect our business. We are subject to the regulatory regimes of various countries, including applicable economic and trade sanctions programs administered by supranational organisations such as the United Nations. In addition, certain countries and markets where we may conduct business also impose economic and trade sanctions. These sanctions are imposed in connection with doing business with, or affecting, certain countries, their citizens or entities, specially designated nationals or other persons or entities that may be doing business with targeted countries, persons or entities. Failure to comply with these laws and regulations may expose us to risk of adverse and material financial, operational, or other adverse impacts on our business. To the best of our knowledge, neither we, nor our promoters and promoter group, are the subject, or have ever been the subject, of any sanctions or a related government investigation or enforcement action. If either we or our affiliates are found to be in violation of sanctions laws, we or our affiliates could be subject to financial or other penalties. Even when a violation of sanctions laws cannot be established, government investigations or other actions of other related companies may result in reputational or other harm to us. 51. Some of our business operations are being conducted on leased premises. Our inability to seek renewal or extension of such leases may adversely affect our business operations. While most of our manufacturing facilities are located on freehold property, some of our business operations are being conducted on premises leased from third parties. We have entered into lease agreements for our manufacturing facilities situated in Chennai and Thoothukudi, which is allotted to for a period of 5 years i.e valid till December 03, 2029 and 97 years i.e. valid till April 8, 2111, respectively from Madras Export Processing Zone, (MEPZ), Chennai and CCCL Pearl City Food Port SEZ Ltd, Thoothukudi. For our marketing offices, storage and warehouses, we have entered into lease agreements, the tenure of which range from one to five years, subject to renewal. While there are currently no instances of non-compliance of the terms of our lease agreements, there can be no assurance that there will be no such non-compliance leading to termination of such leases in the future. Any change in the terms and conditions of the lease agreements and any premature termination of such lease agreements may have an adverse impact on our business operations. Any adverse impact on the title and ownership rights of the owners from whose premises we operate, breach of the contractual terms of any lease deeds, or any inability to renew such agreements on acceptable terms may also affect our business operations. In addition, the terms of certain of our leases require us to obtain the lessor’s prior consent for certain actions, including making structural alterations to the leased premises, which may be required if we were to undertake an expansion in the future. There can be no assurance that we will be able to renew these leasing arrangements at commercially favourable terms, or at all. If we are unable to renew all or any of our leasing arrangements, it may cause disruptions in our business and we may incur substantial costs associated with shifting to new premises, all of which may adversely affect our business operations. 52. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions. Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’ rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights including in relation to class actions, under Indian law may not be as extensive as shareholders’ rights under the laws of other countries or jurisdictions. Investors may have more difficulty in asserting their rights as shareholder in an Indian company than as shareholder of a corporation in another jurisdiction. 7853. QIB and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail Individual Bidders can revise their Bids during the Bid/ Offer Period and withdraw their Bids until Bid/ Offer Closing Date. While we are required to complete Allotment, listing and commencement of trading pursuant to the Offer within three Working Days from the Bid/ Offer Closing Date, events affecting the Bidders’ decision to invest in our Equity Shares, including adverse changes in international or national monetary policy, financial, political or economic conditions, our business, results of operations, cash flows and financial condition may arise between the date of submission of the Bid and Allotment, listing and commencement of trading. We may complete the Allotment, listing and commencement of trading of our Equity Shares even if such events occur and such events may limit the Bidders’ ability to sell our Equity Shares Allotted pursuant to the Offer or may cause the trading price of our Equity Shares to decline on listing. Retail Individual Bidders can revise their Bids during the Bid/ Offer Period and withdraw their Bids until Bid/ Offer Closing Date. While our Company is required to complete all necessary formalities for listing and commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed including Allotment pursuant to the Offer within three Working Days from the Bid/ Offer Closing Date, events affecting the Bidders’ decision to invest in the Equity Shares, including material adverse changes in international or national monetary policy, financial, political or economic conditions, our business, results of operations or financial condition may arise between the date of submission of the Bid and Allotment. Our Company may complete the Allotment of the Equity Shares even if such events occur, and such events limit the Bidders’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause the trading price of the Equity Shares to decline on listing. 54. There may have been certain instances of non-compliances with respect to certain corporate actions taken by our Company in the past. Consequently, we may be subject to regulatory actions and penalties Our Company has, in the past, identified procedural non-compliances under the Companies Act, 2013 in relation to (i) private placements of equity shares and Compulsory Convertible Preference Shares (“CCPS”), and (ii) corporate actions relating to the continuation of tenure and appointment of certain Managing Directors. In respect of private placements, the lapses primarily related to delays in receipt of subscription monies owing to intervening banking holidays and delays in filing prescribed forms, including Form PAS-3 (Return of Allotment) and Form PAS-4 (Private Placement Offer Letter), with the Registrar of Companies. These lapses were inadvertent, technical in nature, and did not prejudice the interests of shareholders, creditors, or other stakeholders Separately, with respect to the continuation and appointment of certain Managing Directors, the Board of Directors of the Company inadvertently passed resolutions with effect from June 28, 2019, instead of the correct effective date of April 1, 2019, and did not file Form MGT-14 for the relevant resolutions within the prescribed timelines. These lapses were due to oversight and were not wilful. Necessary approvals for the appointments were subsequently obtained, and the requisite filings were made. To address these issues, the Company, its Promoters, and Directors have voluntarily submitted suo-moto adjudication applications under Section 454 of the Companies Act, 2013 (including the applications titled Signed Adjudication Application and HNL-Signed Adjud Appln). The applications included certified copies of the relevant ROC forms (PAS-3, PAS-4, and MGT-14), board and shareholders’ resolutions, challans, and other supporting documents. The Company has also strengthened its internal controls and compliance processes to ensure that all future corporate actions and statutory filings are undertaken in strict compliance with the Companies Act, 2013 and the rules framed thereunder. While our Company believes that these defaults were unintentional, clerical or technical in nature and has taken corrective steps, there can be no assurance that penalties or regulatory actions will not be 79imposed. Further, there can be no assurance that future instances of delay, error or non-compliance in relation to filings or other statutory requirements will not occur, which may have an adverse effect on our business, financial condition, results of operations and reputation 55. Our Company has declared dividends in previous fiscals. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements and capital expenditures. Our ability to pay dividends in the future will depend on our earnings, financial condition, future cash flows, working capital requirements, capital expenditure and restrictive covenants of our financing arrangements. The declaration and payment of dividends will be recommended by the Board of Directors and approved by the Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies Act, 2013. Except as stated below, our Company has not declared and paid any dividend on the Equity Shares in any of the 3 (three) Financial Years preceding the date of this Draft Red Herring Prospectus and up to the date of this Draft Red Herring Prospectus: Particulars March 31, 2025 March 31, 2024 March 31, 2023 No. of Equity Shares 110,627,404 110,627,404 110,627,404 Face value per equity share (in ₹) 1 1 1 Aggregate Dividend (in Million) - - 16.58 Dividend per Equity Share - - 0.15 Rate of Dividend (%) - - 15 Dividend Distribution Tax (in ₹) - - - Mode of Payment of Dividend - - NEFT / CHEQUE *As certified by Statutory Auditors of our Company by way of certificate dated September 23, 2025 We may retain all future earnings, if any, for use in the operations and expansion of the business. As a result, we may not declare dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board and will depend on factors that our Board deems relevant, including among others, our future earnings, financial condition, cash requirements, business prospects and any other financing arrangements. We cannot assure you that we will be able to pay dividends in the future. Accordingly, realization of a gain on Shareholders’ investments will depend on the appreciation of the price of the Equity Shares. There is no guarantee that our Equity Shares will appreciate in value. For details of dividend paid by our Company in the past, see “Dividend Policy” on page 335. 56. We are dependent on our Promoters for functioning of our business and we believe that our senior management team and other key managerial personnel in our business are critical to our continued success and we may be unable to attract and retain such personnel in the future. Our performance depends largely on the efforts and abilities of our Promoters. For details, see “Our Promoters and Promoter Group” on pages 329. We believe that the input and experience of our Promoters are valuable for the growth and development of business and operations and the strategic directions taken by our Company. Our business and operations are led by our Promoters who possess vast experience in the nutrition industry, the loss of whose services may adversely affect our business operations. At the same time, our future success also substantially depends on the continued service and performance of the members of our senior management team and other key managerial personnel in our business for the management and running of our daily operations and the planning and execution of our business strategy. There is intense competition for experienced senior management and other key managerial personnel with technical and industry expertise in the nutrition industry and, if we lose the services of any of our 80senior management and other key managerial personnel or other key individuals and are unable to find suitable replacements in a timely manner, our ability to realize our strategic objectives could be impaired. The loss of key members of our senior management or other key team members, particularly to competitors, could have an adverse effect on our business, cash flows, and results of operations. 57. Our Promoters and members of the Promoter Group will continue jointly to retain majority control over our Company after the Offer, which will allow them to determine the outcome of matters submitted to shareholders for approval. After completion of the Offer, our Promoters and Promoter Group will collectively own a majority of the Equity Shares of our Company. As a result, our Promoters together with the members of the Promoter Group will be able to exercise a significant degree of influence over us and will be able to control the outcome of any proposal that can be approved by a majority shareholder vote, including, the election of members to our Board, in accordance with the Companies Act and our AoA. Such a concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of our Company. In addition, our Promoters will continue to have the ability to cause us to take actions that are not in, or may conflict with, our interests or the interests of some or all of our creditors or minority shareholders, and we cannot assure you that such actions will not have an adverse effect on our future financial performance or the price of our Equity Shares. 58. The Offer Price, market capitalisation to revenue multiple and price to earnings ratio based on the Offer Price of our Company, may not be indicative of the market price of the Equity Shares on listing. Our market capitalisation (based on the Offer Price) to revenue (Fiscal 2025) multiple is [●] times; our market capitalisation (based on the Offer Price) to price to earnings ratio (based on profit after tax for Fiscal 2025) is [●] at the upper end of the Price Bank. The Offer Price will be determined by our Company in consultation with BRLM based on various factors and assumptions. Furthermore, the Offer Price of the Equity Shares will be determined by our Company in consultation with Book Running Lead Managers through the Book Building Process, and will be based on numerous factors, including factors as described under “Basis for Offer Price” beginning on page 142 and may not be indicative of the market price for the Equity Shares after the Offer. Accordingly, the Offer Price, multiples and ratio may not be indicative of the market price of the Equity Shares on listing or thereafter. The factors that could affect the market price of the Equity Shares include, among other, broad market trends, our financial performance and results post-listing, and other factors beyond our Company’s control. Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The relevant financial parameters based on which the Price Band would be determined, shall be disclosed in the advertisement that would be issued for publication of the Price Band. The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors, variations in our operating results, market conditions specific to the industry we operate in, developments relating to India, announcements by us or our competitors of significant acquisitions, strategic alliances, announcements by third parties or governmental entities of significant claims or proceedings against us, volatility in the securities markets in India and other jurisdictions, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by research publications, and changes in economic, legal and other regulatory factors. As a result, the market price of the Equity Shares may decline below the Offer Price. We cannot assure you that you will be able to sell your Equity Shares at or above the Offer Price. 59. We have in this Draft Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance. These non- GAAP measures and industry measures may vary from any standard methodology that is applicable across the industry, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies. 81Certain non-GAAP financial measures and certain other industry measures relating to our operations and financial performance have been included in this Draft Red Herring Prospectus. We compute and disclose such non-GAAP financial measures and such other industry related statistical information relating to our operations and financial performance as we consider such information to be useful measures of our business and financial performance, and because such measures are frequently used by securities analysts, investors and others to evaluate the operational performance of Indian retailing industry, many of which provide such non-GAAP financial measures and other industry related statistical and operational information. Such supplemental financial and operational information is therefore of limited utility as an analytical tool, and investors are cautioned against considering such information either in isolation or as a substitute for an analysis of our restated financial statements as reported under applicable accounting standards disclosed elsewhere in this Prospectus. These non-GAAP financial measures and such other industry related statistical and other information relating to our operations and financial performance may not be computed on the basis of any standard methodology that is applicable across the industry and therefore may not be comparable to financial measures and industry related statistical information of similar nomenclature that may be computed and presented by other companies. 60. None of the Directors of the Company have experience of being a director of a public listed company. Except for our Independent Directors Payal Yash Gaglani and Keval M Shah, none of the other Directors of the Company have the experience of having held directorship of public listed company. Accordingly, they have limited exposure to management of affairs of the listed company which inter-alia entails several compliance requirements and scrutiny of affairs by shareholders, regulators and the public at large that is associated with being a listed company. As a listed company, the Company will require to adhere strict standards pertaining to accounting, corporate governance and reporting that it did not require as an unlisted company. The Company will also be subject to the SEBI Listing Regulations, which will require it to file audited annual and unaudited quarterly reports with respect to its business and financial condition. If the Company experiences any delays, we may fail to satisfy its reporting obligations and/or it may not be able to readily determine and accordingly report any changes in its results of operations as promptly as other listed companies. Further, as a publicly listed company, the Company will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, including keeping adequate records of daily transactions. In order to maintain and improve the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting, significant resources and management attention will be required. As a result, the Board of Directors of the Company may have to provide increased attention to such procedures and their attention may be diverted from our business concerns, which may adversely affect our business, prospects, results of operations and financial condition. However, our Company has implemented several mitigation measures to address these risks. We have appointed qualified Key Managerial Personnel, including a Company Secretary and Compliance Officer and Chief Financial Officer, for handling compliance requirements as applicable to listed companies. We also intend to engage external legal and financial advisors with relevant expertise to assist the Board and senior management in meeting post-listing obligations and governance expectations. Further, the Board of Directors shall continue to participate in training programs focused on corporate governance, regulatory compliance, and financial reporting. In addition, we have constituted committees of the Board, including the Audit Committee and Nomination and Remuneration Committee. These committees are supported by experienced advisors to ensure effective oversight. The Company also intends to invest in systems and controls to strengthen internal audit, financial reporting, and compliance monitoring frameworks. Despite these steps, there can be no assurance that our Company will not face challenges in meeting its obligations as a listed company, and any such difficulties may have an adverse impact on our operations and reputation 61. Our estimates and forward-looking statements may prove to be inaccurate This Draft Red Herring Prospectus contains certain forward-looking statements and financial estimates that reflect our current expectations and projections with respect to future events, developments, and 82performance. These may include projections of our business, operations, revenues, profits, industry trends, market conditions, and other matters. Such statements are based on various assumptions and estimates of the management and are subject to known and unknown risks, uncertainties, and contingencies, many of which are beyond our control. Accordingly, actual outcomes may differ materially from those suggested by the forward-looking statements or estimates contained herein. There can be no assurance that our expectations, estimates, or projections will be realized, and undue reliance should not be placed on such forward-looking statements. Any failure to achieve such expectations may have a material adverse effect on our business, financial condition, results of operations, and prospects. EXTERNAL RISK FACTORS 62. A slowdown in economic growth in India could cause our business to suffer. Our performance and the growth of our business are dependent on the health of the overall Indian economy. Any slowdown or perceived slowdown in the Indian economy or future volatility in global commodity prices could adversely affect our business. Additionally, an increase in trade deficit, a downgrading in India’s sovereign debt rating or a decline in India’s foreign exchange reserves could negatively affect interest rates and liquidity, which could adversely affect the Indian economy and our business. Any downturn in the macroeconomic environment in India could also adversely affect our business, financial condition, results of operations and prospects. India’s economy could be adversely affected by a general rise in interest rates or inflation, adverse weather conditions affecting agriculture, commodity and energy prices as well as various other factors. A slowdown in the Indian economy could adversely affect the policy of the GoI towards our industry, which may in turn adversely affect our financial performance and our ability to implement our business strategy. The Indian economy is also influenced by economic development and market conditions in other countries, particularly emerging market conditions in Asia. A decline in India’s foreign exchange reserves and exchange rate fluctuations may also affect liquidity and interest rates in the Indian economy, which could adversely impact our financial condition. A loss of investor confidence in other emerging market economies or any worldwide financial instability may adversely affect the Indian economy, which could materially and adversely affect our business, financial condition, results of operations and prospects. India has experienced instances of social, religious and civil unrest and hostilities between neighboring countries from time to time. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications and making travel more difficult and such political tensions could create a greater perception that investments in Indian companies involve higher degrees of risk. Events of this nature in the future, as well as social and civil unrest within other countries in Asia, could influence the Indian economy negatively. Further, other factors which may adversely affect the Indian economy are scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India and scarcity of financing of our expansions; volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges; changes in India’s tax, trade, fiscal or monetary policies, like application of GST; political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s various neighboring countries; occurrence of natural or man- made disasters; infectious disease outbreaks or other serious public health concerns; prevailing regional or global economic conditions, including in India’s principal export markets; and other significant regulatory or economic developments in or affecting India or its financial services sectors. Any slowdown or perceived slowdown in the economic growth of the Indian economy, or in specific sectors of the Indian economy, could adversely affect our business, financial condition and results of operations, and the price of the Equity Shares. 8363. Our business is affected by global economic conditions, which may have an adverse effect on our business, financial condition, results of operations and prospects. Our business depends substantially on global economic conditions. Financial turmoil in Asia, U.S. and elsewhere in the world in recent years has affected the Indian economy. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. Financial disruptions may occur and could harm our business, results of operations and financial condition. The global credit and equity markets have experienced substantial dislocations, liquidity disruptions and market corrections in recent years. Financial markets and the supply of credit could continue to be negatively impacted by ongoing concerns surrounding the sovereign debts and/or fiscal deficits of several countries in Europe, the possibility of further downgrades of, or defaults on, sovereign debt, concerns about a slowdown in growth in certain economies and uncertainties regarding the stability and overall standing of the European Monetary Union. A loss of investor confidence in the financial systems of other emerging markets may cause increased volatility in the Indian financial markets and indirectly in the Indian economy in general. Any worldwide financial instability could influence the Indian economy. In response to such developments, legislators and financial regulators in the United States, Africa and other jurisdictions, including India, have implemented several policy measures designed to add stability to the financial markets. In addition, any increase in interest rates by the United States Federal Reserve will lead to an increase in the borrowing costs in the United States which may in turn impact global borrowing as well. Furthermore, in several parts of the world, there are signs of increasing retreat from globalization of goods, services and people, as pressure for the introduction of a protectionist regime is building and such developments could adversely affect Indian exports. However, the overall impact of these and other legislative and regulatory efforts on the global financial markets is uncertain, and they may not have the intended stabilizing effects. In the event that the current adverse conditions in the global credit markets continue or if there is any significant financial disruption, this could have an adverse effect on our business, results of operations and financial condition. Recent developments in the ongoing conflict between Russia and Ukraine and in the state of Israel has resulted in and may continue to result in a period of sustained instability across global financial markets, induce volatility in commodity prices, adversely impact availability of natural gas, increase in supply chain, logistics times and costs, increase borrowing costs, cause outflow of capital from emerging markets and may lead to overall slowdown in economic activity in India. A prolonged war or a protracted period of hostilities may lead to global economic disturbances. If we are unable to successfully anticipate and respond to changing economic and market conditions, our business, results of operations and financial condition and prospects may be adversely affected. 64. Upon listing, we may be subject to additional costs/unanticipated expenses arising from the obligations that a listed public company has to comply with, under the applicable regulatory framework in India. We are not a publicly listed company and have not, historically, been subjected to the increased scrutiny of our affairs by shareholders, regulators and the public at large that is associated with being a listed company. As a listed public company, we shall incur legal, accounting, insurance and other expenses that we have not incurred as an unlisted public company, including costs associated with listed company reporting and corporate governance requirements. We expect that rules and regulations shall increase our legal and financial compliance costs and make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. Laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. Laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our senior management. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting, fines, sanctions and other regulatory action and potentially civil litigation. Any such action could adversely affect our business, financial condition and results of operations and cash flow. 84For instance, we shall be subject to the Listing Regulations which shall require us to file audited annual and unaudited quarterly reports with respect to our business and financial condition. If we experience any delays, we may fail to satisfy our reporting obligations and/or we may not be able to readily determine and accordingly report any changes in our results of operations as promptly as other listed companies. Further, as a publicly listed company, we shall need to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, including keeping adequate records of daily transactions. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management attention shall be required. As a result, our management’s attention may be diverted from our business concerns, which may adversely affect our business, prospects, financial condition, results of operations, and cash flows. In addition, we may need to hire additional legal and accounting staff with appropriate experience and technical accounting knowledge, but there can be no assurance that we shall be able to do so in a timely and efficient manner. 65. Natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other events could materially and adversely affect our business. Natural disasters (such as typhoons, cyclones, storms, tsunamis, fires, explosions, flooding, and/or earthquakes), epidemics, pandemics such as COVID-19, and man-made disasters, including acts of war, military actions, terrorist attacks, and other events, many of which are beyond our control, may lead to economic instability, including in India or globally, which may in turn materially and adversely affect our business, financial condition, and results of operations. Developments in the ongoing conflict between Russia and Ukraine has resulted in and may continue to result in a period of sustained instability across global financial markets, induce volatility in commodity prices, adversely impact availability of natural gas, increase in supply chain, logistics times and costs, increase borrowing costs, cause outflow of capital from emerging markets and may lead to overall slowdown in economic activity in India. Our operations may be adversely affected by fires, natural disasters, and/or severe weather, which can result in damage to our property or inventory and generally reduce our productivity and may require us to evacuate personnel and suspend operations. India has experienced instances of social, religious and civil unrest and hostilities between neighbouring countries from time to time. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications and making travel more difficult and such political tensions could create a greater perception that investments in Indian companies involve higher degrees of risk. Events of this nature in the future, as well as social and civil unrest within other countries in Asia, could influence the Indian economy negatively. Any terrorist attacks or civil unrest as well as other adverse social, economic, and political events in India could have a negative effect on us. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse effect on our business and the price of the Equity Shares. A number of countries in Asia, including India, as well as countries in other parts of the world, are susceptible to contagious diseases and, for example, have had confirmed cases of diseases such as the highly pathogenic H7N9, H5N1, and H1N1 strains of influenza in birds and swine and more recently, the SARS-CoV-2 virus. Any future outbreaks of SARS-CoV-2 virus or a similar contagious disease could adversely affect the global economy and economic activity in the region. As a result, any present or future outbreak of a contagious disease could have a material adverse effect on our business and the trading price of the Equity Shares. Further, other factors which may adversely affect the Indian economy are scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India and scarcity of financing of our expansions; volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges; changes in India’s tax, trade, fiscal or monetary policies, like application of GST; political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s various neighbouring countries; occurrence of natural or man- made disasters; infectious disease outbreaks or other serious public health concerns; prevailing regional or global 85economic conditions, including in India’s principal export markets; and other significant regulatory or economic developments in or affecting India or its financial services sectors. Any slowdown or perceived slowdown in the economic growth of the Indian economy, or in specific sectors of the Indian economy, could adversely affect our business, financial condition and results of operations, and the price of the Equity Shares. Our performance and the growth of our business depend on the overall performance of the Indian economy as well as the economies of the regional markets in which we operate. 66. If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate in order to pass costs on to our customers thereby reducing our margins. Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and increased costs to our business, including increased costs of wages and other expenses relevant to our business. High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any increase in inflation in India can increase our expenses, which we may not be able to adequately pass on to our customers, whether entirely or in part, and may adversely affect our business and financial condition. In particular, we might not be able to reduce our costs or increase the price of our services to pass the increase in costs on to our customers. In such case, our business, results of operations, cash flows and financial condition may be adversely affected. Further, the Government of India has previously initiated economic measures to combat high inflation rates, and it is unclear whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not worsen in the future. 67. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate and tax laws, may adversely affect our business, prospects and results of operations. The regulatory and policy environment in which we operate is evolving and subject to change. Such changes, including the instances mentioned below, may adversely affect our business, results of operations, financial condition, cash flows and prospects, to the extent that we are unable to suitably respond to and comply with any such changes in applicable law and policy. For instance, the Government of India has announced the union budget for the Financial Year 2024-25 pursuant to which the Finance Act 2024 has introduced various amendments to taxation laws in India. As such, there is no certainty on the effect that the Finance Act 2024 may have on our business and operations or on the industry in which we operate. Further, the Government of India introduced new laws relating to social security, occupational safety, industrial relations and wages namely, the Code on Social Security, 2020 (“Social Security Code”), the Occupational Safety, Health and Working Conditions Code, 2020, the Industrial Relations Code, 2020 and the Code on Wages, 2019, which consolidate, subsume and replace numerous existing central labour legislations, which were to take effect from April 1, 2021 (collectively, the “Labour Codes”). The Government of India has deferred the effective date of implementation of the respective Labour Codes, and they shall come into force from such dates as may be notified. Different dates may also be appointed for the coming into force of different provisions of the Labour Codes. While the rules for implementation under these codes have not been finalized, as an immediate consequence, the coming into force of these codes could increase the financial burden on our Company, which may adversely affect our profitability. For instance, under the Social Security Code, a new concept of deemed remuneration has been introduced, such that where an employee receives more than half (or such other percentage as may be notified by the Central Government) of their total remuneration in the form of allowances and other amounts that are not included within the definition of wages under the Social Security Code, the excess amount received shall be deemed as remuneration and accordingly be added to wages for the purposes of the Social Security Code and the compulsory contribution to be made towards the employees’ provident fund. 86The Digital Personal Data Protection Act, 2023 (“DPDP Act”) which has received the assent of the President on August 11, 2023, provides for personal data protection and privacy of individuals, regulates cross border data transfer, and provides several exemptions for personal data processing by the Government. It also provides for the establishment of a Data Protection Board of India for taking remedial actions and imposing penalties for breach of the provisions of the DPDP Act. It imposes restrictions and obligations on data fiduciaries, resulting from dealing with personal data and further, provides for levy of penalties for breach of obligations prescribed under the DPDP Act. Further, on July 1, 2024, the Government implemented The Bharatiya Nyaya Sanhita, 2023, Bharatiya Nagrik Suraksha Sanhita, 2023 and Bhartiya Sakshya Adhiniyam, 2023, which have replaced the Indian Penal Code, 1860, Code of Criminal Procedure, 1973 and the Indian Evidence Act, 1872, respectively. Unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations including foreign investment and stamp duty laws governing our business and operations could result in us being deemed to be in contravention of such laws and may require us to apply for additional approvals. We may incur increased costs and other burdens relating to compliance with new requirements, which may also require significant management time and other resources, and any failure to comply may adversely affect our business, results of operations, financial condition, cash flows and prospects. Uncertainty in the application, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may affect the viability of our current business or restrict our ability to grow our businesses in the future. 68. We may be affected by competition laws in India and any adverse application or interpretation of the Competition Act could in turn adversely affect our business. The Competition Act, 2002, as amended (the “Competition Act”) was enacted for the purpose of preventing practices that have or are likely to have an adverse effect on competition in India and has mandated the Competition Commission of India to regulate such practices. Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition is void and attracts substantial penalties. Further, any agreement among competitors which, directly or indirectly, involves determination of purchase or sale prices, limits or controls production, or shares the market by way of geographical area or number of subscribers in the relevant market is presumed to have an appreciable adverse effect in the relevant market in India and shall be void. The Competition Act also prohibits abuse of a dominant position by any enterprise. The Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations 2011 (“Combination Regulations”) require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily notified to, and pre-approved by, the Competition Commission of India. The Competition Act aims to, among other things, prohibit all agreements and transactions which may have an appreciable adverse effect in India. Consequently, all agreements entered into by us could be within the purview of the Competition Act. Further, the Competition Commission of India has extra- territorial powers and can investigate any agreements, abusive conduct or combination occurring outside of India if such agreement, conduct or combination has an appreciable adverse effect in India. However, the impact of the provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty at this stage. We do not have any outstanding notices in relation to non- compliance with the Competition Act or the agreements entered into by us. The Government of India has also passed the Competition (Amendment) Act, 2023 on April 11, 2023, which has made several amendments to the Competition Act. These amendments include the introduction of deal value thresholds for assessing whether a merger or acquisition qualifies as a “combination”, expedited merger review timelines, codification of the lowest standard of “control” and enhanced penalties for providing false information or a failure to provide material information. Such amendment to the Competition Act will result in additional costs for compliance, which in turn may adversely affect 87our business, results of operations, cash flows and prospects. 69. Significant differences exist between Ind AS used to prepare our financial information and other accounting principles, such as US GAAP and IFRS, which may affect investors’ assessments of our Company’s financial condition. The Restated Consolidated Financial Information for Fiscal 2025, Fiscal 2024 and Fiscal 2023 included in this Draft Red Herring Prospectus are derived from audited financial statements as of Fiscal 2025, Fiscal 2024 and Fiscal 2023 prepared in accordance with Ind AS, the provisions of the Companies Act, 2013 and other accounting principles generally accepted in India and restated by our Company in accordance with the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, relevant provisions of the SEBI ICDR Regulations, and the Guidance Note on Reports on Company Prospectuses (Revised 2019) issued by the ICAI. Ind AS differs from accounting principles with which you may be familiar, such as Indian GAAP, IFRS and US GAAP. We have not attempted to explain in a qualitative manner the impact of the IFRS or US GAAP on the financial information included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of our financial information to those of US GAAP or IFRS. US GAAP and IFRS differ in significant respects from Ind AS and Indian GAAP, which may differ from accounting principles with which you may be familiar in other countries. Accordingly, the degree to which the financial information included in this Draft Red Herring Prospectus, which is restated as per the SEBI ICDR Regulations, will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices, Ind AS, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting practices, Ind AS, the Companies Act and the SEBI ICDR Regulations, on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. You should review the accounting policies applied in the preparation of the Restated Financial Information and consult their own professional advisers for an understanding of the differences between these accounting principles and those with which they may be more familiar. 70. We may be impacted by an adverse change in India’s sovereign credit rating by a domestic or international rating agency. Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India. Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely impact our ability to raise additional financing and the interest rates and other commercial terms at which such financing is available, including raising any overseas additional financing. A downgrading of India’s credit ratings may occur, for reasons beyond our control such as, upon a change of government tax or fiscal policy or a decline in India’s foreign exchange reserves. This could have an adverse effect on our ability to fund our growth on favorable terms or at all, and consequently adversely affect our business and financial performance and the price of the Equity Shares. 71. Investors may not be able to immediately sell any of the Equity Shares they subscribe to in this Offer on an Indian stock exchange. The Equity Shares will be listed on the Stock Exchanges. Pursuant to the applicable Indian laws and practice, permission for listing of the Equity Shares will not be granted till the Equity Shares in this Offer have been issued and allotted and all relevant documents are submitted to the Stock Exchanges. Further, certain actions must be completed prior to the commencement of listing and trading of the Equity Shares such as the Investor’s book entry or ‘demat’ accounts with the depository participants in India, the Allotment of Equity Shares in the Offer and the credit of such Equity Shares to the applicant’s demat account with the depository participant. Any failure or delay in obtaining the approval or otherwise commence trading in Equity Shares would restrict your ability to dispose of your Equity Shares. We cannot assure you that the Equity Shares will be credited to investors’ demat accounts or that trading in the Equity Shares will commence in a timely manner (as specified herein) or at all. We could also be required to pay interest at the applicable rates if the allotment is not made, refund orders are not dispatched or demat credits are not made to investors within the prescribed time periods. 8872. There is no assurance that our Equity Shares will be listed on the Stock Exchanges in a timely manner or at all or that once listed, will remain listed on the Stock Exchange. In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not be granted until after certain actions have been completed in relation to this Offer and until Allotment of Equity Shares pursuant to this Offer. In accordance with current regulations and circulars issued by SEBI, our Equity Shares are required to be listed on the Stock Exchanges within such time as mandated under UPI Circulars, subject to any change in the prescribed timeline in this regard. However, we cannot assure you that the trading in our Equity Shares will commence in a timely manner or at all. Any failure or delay in obtaining final listing and trading approvals may restrict your ability to dispose of your Equity Shares. Although it is currently intended that the Equity Shares will remain listed on the Stock Exchanges, there is no assurance of the continued listing of the Equity Shares. Among other factors, we may not continue to satisfy the listing requirements of the Stock Exchanges. Accordingly, Shareholders will not be able to sell their Equity Shares through trading on the Stock Exchanges if the Equity Shares are no longer listed on the Stock Exchange. 73. Pursuant to listing of the Equity shares, we may be subject to pre-emptive surveillance measures like additional Surveillance Measures (“ASM”) and Graded surveillance Measures (“GSM”) by the Stock Exchanges in the order to enhance market integrity and safeguard the interest of the investors. On and post the listing of equity shares, we may be subject to ASM and GSM by the Stock Exchange(s) and the Securities and Exchange Board of India. These measures have been introduced in order to enhance market integrity and safeguard the interest of investors and to alert and advise investors to be extra cautious and carry out necessary due diligence while dealing in such securities. The criteria for shortlisting any scrip trading on the Stock Exchange(s) under the ASM is based on an objective criterion as jointly decided by SEBI and the Stock Exchange(s) which include market based dynamic parameters such as high low variations, client concentration, close to close price variation, market capitalization, volume variation, delivery percentage, number of unique PAN’s and price to equity ratio. A scrip is typically subjected GSM measures where there is an abnormal price rise that is not commensurate with the financial heath and fundamentals of a company which inter alia includes factors like earnings, book value, fixed assets and net worth to the equity ratio etc. The price of our equity shares may also fluctuate after the offer due to several factors such as volatility in the Indian and global securities market, our profitability and performance, the performance of our competitors, change in the estimates of our performance or any other political or economic factor. The occurrence of any of the above-mentioned factors may trigger the parameters identified by SEBI and the Stock Exchange(s) for the placing securities under the GSM and ASM framework. In the event of our Equity Shares are covered under such pre-emptive surveillance measures implemented by SEBI and the Stock Exchange(s), we may be subject to certain additional restrictions in the relation to trading of our Equity Shares such as limiting trading frequency (for example trading either allowed in a week or a month) higher margin requirements of settlement on a trade for trade basis without netting off requirement of settlement on gross basis or freezing price on upper side of trading which may have an adverse effect on the market price of our Equity Shares or may in general cause disruptions in the development of an active market for and trading and liquidity of our Equity Shares and on the reputation and conditions of our Company. For further details in relation to the ASM and GSM Surveillance Measures, including criteria for shortlisting and review of Listed Securities, exemptions from shortlisting and frequently asked questions (FAQs), among other details, refer to the websites of the NSE and the BSE. 74. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares. Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an Indian company is generally taxable in India. A securities transaction tax (“STT”) is levied on and collected by an Indian stock exchange on which equity shares are sold. Any gain realized on the sale of listed equity shares held for more than 12 months may be subject to long term capital gains tax in India at the specified rates depending on certain factors, such as STT is paid, the quantum of gains and 89any available treaty exemptions. Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition to payment of STT, on the sale of any Equity Shares held for more than 12 months. Furthermore, any gain realized on the sale of listed equity shares held for a period of 12 months or less will be subject to short term capital gains tax in India. Earlier, distribution of dividends by a domestic company was subject to Dividend Distribution Tax (“DDT”), in the hands of the company and such dividends were generally exempt from tax in the hands of the shareholders. However, the government of India has amended the Income Tax Act to abolish the DDT regime. Under the extant provisions, any dividend distributed by a domestic company is subject to tax in the hands of the concerned shareholder at the applicable rates. Additionally, the company distributing dividends is required to withhold tax on such payments at the applicable rate. However, non- resident shareholders may claim benefit of the applicable tax treaty, subject to satisfaction of certain conditions. Furthermore, if non-resident shareholders of entities holding the Equity Shares exit by way of sale or redemption of the shares held by them abroad in such entities, such non-resident shareholders could be taxed on capital gains in India if the offshore shares derive substantial value from Indian assets, subject to certain exemptions. Capital gains arising from the sale of the Equity Shares will be exempt from taxation in India only in limited situations and generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares. Similarly, any business income realized from the transfer of Equity Shares held as trading assets is taxable at the applicable tax rates subject to any treaty relief, if applicable, to a non-resident seller. Furthermore, the Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020 clarified that, in the absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities through stock exchanges will be on the buyer, while in other cases of transfer for consideration through a depository, the onus will be on the transferor. The stamp duty for transfer of securities other than debentures on a delivery basis is specified at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount. Our Company cannot predict whether any tax laws or other regulations impacting it will be enacted, or predict the nature and impact of any such laws or regulations or whether, if at all, any laws or regulations would have a material adverse effect on our Company’s business, results of operations, financial condition and cash flows. Investors should consult their own tax advisors about the consequences of investing in or trading in Equity Shares. 75. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Bidders are not permitted to withdraw their Bids after the Bid/Offer Closing Date. Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the bid amount on submission of the bid and are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. RIIs can revise or withdraw their Bids during the Bid/Offer Period and until the Bid/Offer Closing Date, but not thereafter. While our Company is required to complete Allotment pursuant to the Offer within such period as may be prescribed under applicable law, events affecting the Bidders’ decision to invest in our Equity Shares, including adverse changes in international or national monetary policy, financial, political or economic conditions, our business, financial condition and results of operations may arise between the date of submission of the Bid and Allotment. Our Company may complete the Allotment of our Equity Shares even if such events occur, and such events limit the Bidders’ ability to sell our Equity Shares Allotted pursuant to the Offer or cause the trading price of our Equity Shares to decline on listing. QIBs and Non- Institutional Bidders will not be able to withdraw or lower their bids following adverse developments in international or national monetary policy, financial, political or economic conditions, our business, results of operations, cash flows or otherwise, between the dates of submission of their Bids and Allotment. 76. The determination of the Price Band is based on various factors and assumptions and the Offer Price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Offer. The determination of Price Band is based on various factors and assumptions and will be determined by 90our Company and the Selling Shareholder in consultation with the Book Running Lead Managers. Furthermore, the Offer Price of the Equity Shares will be determined by our Company, in consultation with the Book Running Lead Managers through the book building process prescribed under the SEBI ICDR Regulations. The Offer Price will be based on numerous factors, as described under “Basis for Offer Price” beginning on page 142 may not be indicative of the market price for our Equity Shares after the Offer. The market price of our Equity Shares could be subject to significant fluctuations after the Offer and may decline below the Offer Price. In addition, the stock market often experiences price and volume fluctuations that are unrelated or disproportionate to the operating performance of a particular company. These broad market fluctuations and industry factors may materially reduce the market price of the Equity Shares, regardless of our Company’s performance. As a result of these factors, we cannot assure you that investors will be able to resell their Equity Shares at or above the Offer Price 77. Our Equity Shares have never been publicly traded, and, after the Offer, our Equity Shares may experience price and volume fluctuations, and an active trading market for our Equity Shares may not develop. Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market for our Equity Shares may not develop or be sustained after the Offer. Listing does not guarantee that a market for our Equity Shares will develop, or if developed, the liquidity of such market for our Equity Shares. Investors might not be able to rapidly sell the Equity Shares at the quoted price if there is no active trading in the Equity Shares. The Offer Price of our Equity Shares is proposed to be determined through a book-building process and shall be based on numerous factors, as described in the section “Basis for Offer Price” on page 142 and may not be indicative of the market price of our Equity Shares at the time of commencement of trading of our Equity Shares or at any time thereafter. You may not be able to re-sell your Equity Shares at or above the Offer Price and may as a result lose all or part of your investment. Our Equity Shares are expected to trade on NSE and BSE after the Offer, but there can be no assurance that active trading in our Equity Shares shall develop after the Offer, or if such trading develops that it shall continue. The Bidders may not be able to sell our Equity Shares at the quoted price if there is no active trading in our Equity Shares. There has been significant volatility in the Indian stock markets in the recent past, and the trading price of our Equity Shares after this Offer may be subject to significant fluctuations as a result of market volatility or due to various internal or external risks, including but not limited to those described in this Draft Red Herring Prospectus. The market price of our Equity Shares may be subject to significant fluctuations in response to, among other factors: i. our financial condition, results of operations and cash flows; ii. prospects for our business; iii. quarterly variations in our results of operations; iv. results of operations that vary from the expectations of research analysts and investors; v. results of operations that vary from those of our competitors; vi. changes in expectations as to our future financial performance, including financial estimates by research analysts and investors; vii. conditions in financial markets, including those outside India; viii. a change in research analysts’ recommendations; ix. announcements by us or our competitors of new services, significant acquisitions, strategic alliances, joint operations or capital commitments; x. announcements by third parties or government entities of significant claims or proceedings against us; xi. new laws and government regulations or changes in laws and government regulations applicable to our industry; xii. developments relating to our peer companies in our industry; xiii. change in interest rates; xiv. additions or departures of Key Managerial Personnel or Senior Management; and xv. general economic and stock market conditions. 91The Indian stock markets have, from time to time, experienced significant price and volume fluctuations that have affected market prices for the securities of Indian companies. As a result, investors in our Equity Shares may experience a decrease in the value of our Equity Shares regardless of our financial performance or prospects. Changes in relation to any of the factors listed above could adversely affect the price of our Equity Shares. Consequently, the price of our Equity Shares may be volatile, and you may be unable to resell your Equity Shares at or above the Offer Price, or at all, and may as a result lose all or a part of your investment. 78. Any future issuance of Equity Shares or convertible securities or other equity linked instruments by us may dilute your shareholding, and significant sales of Equity Shares by our major shareholders may adversely affect the trading price of the Equity Shares. We may be required to finance our growth through future equity offerings. Any future equity issuances by us, including a primary offering and grants of stock options under our employee stock option plan, may lead to the dilution of investors’ shareholdings in us. Any future issuances of Equity Shares or the disposal of Equity Shares by our major shareholders or the perception that such issuance or sales may occur after the completion of this Offer (subject to compliance with the lock- in provisions under the SEBI ICDR Regulations), may adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising capital through offering of the Equity Shares or incurring additional debt. There can be no assurance that we will not issue further Equity Shares or that the shareholders will not dispose of the Equity Shares. Any future issuances could also dilute the value of your investment in the Equity Shares. In addition, any perception by investors that such issuances or sales might occur may also affect the market price of Equity Shares. 79. Foreign investors are subject to foreign investment restrictions under Indian law, which may adversely affect the market price of the Equity Shares. As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies, including those specified under FEMA and the rules thereunder. Under the foreign exchange control regulations currently in force in India, transfers of shares between non-residents and residents are freely permitted (subject to certain restrictions) if they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares is not in compliance with such requirements or falls under any of the exceptions specified by the RBI, then the approval of the RBI will be required for such transaction to be valid. Additionally, shareholders who seek to convert the Indian Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no objection/tax clearance certificate from the Indian income tax authority. We cannot assure investors that any required approval from the RBI or any other Indian government agency can be obtained on any particular terms, or at all. Furthermore, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which shares a land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country, will require prior approval of the GoI, as prescribed in the Consolidated FDI Policy dated October 15, 2020 and the FEMA Rules. These investment restrictions shall also apply to subscribers of offshore derivative instruments. Restrictions on foreign investment activities and impact on our ability to attract foreign investors may cause uncertainty and delays in our future investment plans and initiatives. We cannot assure you that any required approval from the RBI or any other governmental agency can be obtained on any particular term or at all. Additionally, the Indian government may impose foreign exchange restrictions in certain emergency situations, including situations where there are sudden fluctuations in interest rates or exchange rates, where the Indian government experiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbances in the financial and capital markets in India. These restrictions may require foreign investors to obtain the Indian government’s approval before acquiring Indian securities or repatriating the interest or dividends from those securities or the proceeds from the sale of those securities. There can be no assurance that any approval required from the RBI, or any other 92government agency can be obtained on any particular terms or at all. For further details, see “Restrictions on Foreign Ownership of Indian Securities” beginning on page 513. Our ability to raise any foreign capital under the FDI route is therefore constrained by Indian law, which may adversely affect our business, cash flows, results of operations, financial condition and prospects. 80. Foreign investors may have difficulty enforcing judgments against us or our management. The enforcement of civil liabilities by overseas investors in our Equity Shares, including the ability to effect service of process and to enforce judgments obtained in courts outside of India may be adversely affected by the fact that we are incorporated under the laws of the Republic of India and all of our executive officers and Directors reside in India. As a result, it may be difficult to enforce the service of process upon us and any of these persons outside of India or to enforce outside of India, judgments obtained against us and these persons in courts outside of India. Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Civil Procedure Code (“Civil Code”) on a statutory basis. Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a superior court, within the meaning of that Section, in any country or territory outside India which the Government has by notification declared to be in reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had been rendered by the relevant court in India. However, Section 44A of the Civil Code is applicable only to monetary decrees not being in the same nature of amounts payable in respect of taxes, other charges of a like nature or in respect of a fine or other penalties. The United Kingdom, Singapore and Hong Kong, among other countries, have been declared by the Government to be a reciprocating territory for the purposes of Section 44A of the Civil Procedure Code. A judgment of a court of a country which is not a reciprocating territory may be enforced in India only by a suit upon the judgment under Section 13 of the Civil Procedure Code, and not by proceedings in execution. Section 13 of the Civil Code provides that foreign judgments shall be conclusive regarding any matter directly adjudicated upon except: (i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or refusal to recognize the law of India in cases to which such law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to natural justice; (v) where the judgment has been obtained by fraud; or (vi) where the judgment sustains a claim founded on a breach of any law then in force in India. Under the Civil Procedure Code, a court in India shall, upon the production of any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction, unless the contrary appears on record. The suit must be brought in India within 3 years from the date of judgment in the same manner as any other suit filed to enforce a civil liability in India. Further, there are considerable delays in the disposal of suits by Indian courts. It may be unlikely that a court in India would award damages on the same basis as a foreign court if an action is brought in India. Furthermore, it may be unlikely that an Indian court would enforce foreign judgments if it viewed the amount of damages awarded as excessive or inconsistent with public policy in India. A party seeking to enforce a foreign judgment in India is required to obtain prior approval from the RBI under FEMA to repatriate any amount recovered pursuant to execution and any such amount may be subject to income tax in accordance with applicable laws. Any judgment or award in a foreign currency would be converted into Indian Rupees on the date of the judgment or award and not on the date of the payment. 81. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and could thereby suffer future dilution of their ownership position. Under the Companies Act, a company having share capital and incorporated in India is required to offer holders of its Equity Shares pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain their existing ownership percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of a special resolution by holders of three-fourths of the Equity Shares who have voted on such resolution. However, if the laws of the 93jurisdiction that you are in does not permit the exercise of such pre-emptive rights without us filing an offering document or registration statement with the applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive rights unless we make such a filing. We may elect not to file a registration statement in relation to pre-emptive rights otherwise available by Indian law to you. To the extent that you are unable to exercise pre- emptive rights granted in respect of the Equity Shares, you may suffer future dilution of your ownership position and your proportional interests in us would be reduced. 82. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under Indian law. There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our Company, even if a change in control would result in the purchase of your Equity Shares at a premium to the market price or would otherwise be beneficial to you. Such provisions may discourage or prevent certain types of transactions involving actual or threatened change in control of our Company. Under the SEBI Takeover Regulations, an acquirer been defined as any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether individually or acting in has concert with others. Although these provisions have been formulated to ensure that interests of investors/shareholders are protected, these provisions may also discourage a third party from attempting to take control of our Company. Consequently, even if a potential takeover of our Company would result in the purchase of the Equity Shares at a premium to their market price or would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or consummated because of the SEBI Takeover Regulations. 83. Our ability to raise foreign capital may be constrained by Indian law. As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit our financing sources and could constrain our ability to obtain financings on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that any required regulatory approvals for borrowing in foreign currencies will be granted to us without onerous conditions, or at all. Limitations on foreign debt may have an adverse effect on our business growth, financial condition and results of operations. 84. Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions. Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive and widespread as shareholders’ rights under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights as shareholder in an Indian company than as a shareholder of an entity in another jurisdiction. 85. Compliance with provisions of Foreign Account Tax Compliance Act may affect payments on the Equity Shares. The U.S. “Foreign Account Tax Compliance Act” (or “FATCA”) imposes a new reporting regime and potentially, imposes a 30% withholding tax on certain “foreign passthru payments” made by certain non- U.S. financial institutions (including intermediaries). If payments on the Equity Shares are made by such non-U.S. financial institutions (including intermediaries), this withholding may be imposed on such payments if made to any non-U.S. financial institution (including an intermediary) that is not otherwise exempt from FATCA or other holders who do not provide sufficient identifying information to the payer, to the extent such payments are considered “foreign passthru payments”. Under current guidance, the term “foreign passthru payment” is not defined and it is therefore not clear whether and to what extent payments on the Equity Shares would be considered “foreign passthru payments”. The United States has entered into intergovernmental agreements with many jurisdictions (including India) that modify the FATCA withholding regime described above. It is not yet clear how the intergovernmental agreements between the United States and these jurisdictions will address “foreign passthru payments” and whether such agreements will require 94us or other financial institutions to withhold or report on payments on the Equity Shares to the extent they are treated as “foreign passthru payments”. You should consult their tax advisors regarding the consequences of FATCA, or any intergovernmental agreement or non-U.S. legislation implementing FATCA, to their investment in Equity Shares. 86. The insolvency laws of India may differ from those of other jurisdictions with which investors are familiar. As we are established in India under the Companies Act, any insolvency proceedings relating to us is likely to involve Indian insolvency laws (including the Insolvency and Bankruptcy Code, 2016 of India), the procedural and substantive provisions of which may differ from comparable provisions of the local insolvency laws of jurisdictions with which investors are familiar. 95SECTION III – INTRODUCTION THE OFFER The following table summarizes details of the Offer: Particulars Details of Equity Shares Offer of Equity Shares(1) Up to 30,859,704 Equity Shares of face value of ₹ 1 each aggregating up to ₹ [●] million Of which: Offer for Sale(2) Up to 30,859,704 Equity Shares of face value of ₹ 1 each aggregating up to ₹ [●] million The Offer consists of: A. QIB Portion (3) Not more than [●] Equity Shares of face value of ₹ 1 each Of which: Anchor Investor Portion Up to [●] Equity Shares of face value of ₹ 1 each Net QIB Portion (assuming Anchor Investor Portion [●] Equity Shares of face value of ₹ 1 each is fully subscribed) Of which: Available for allocation to Mutual Funds only (5% of [●] Equity Shares of face value of ₹ 1 each the Net QIB Portion) Balance for all QIBs including Mutual Funds [●] Equity Shares of face value of ₹ 1 each B. Non-Institutional Portion (4)(5) Not less than [●] Equity Shares of face value of ₹ 1 each Of which: One-third of the Non-Institutional Portion, available for [●] Equity Shares of face value of ₹ 1 each allocation to Bidders with an application size between ₹0.20 million to ₹1.00 million Two-thirds of the Non-Institutional Portion, available [●] Equity Shares of face value of ₹ 1 each for allocation to Bidders with an application size of more than ₹1.00 million C. Retail Portion (4) Not less than [●] Equity Shares of face value of ₹ 1 each Pre and post-Offer Equity Shares Equity Shares outstanding prior to the Offer 110,627,404 Equity Shares of face value of ₹ 1 each Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹ 1 each Use of Net Proceeds of this Offer Our Company will not receive any portion of the proceeds from the Offer. For further information, see “Objects of the Offer” on page 139 (1) The Offer has been approved by our Board pursuant to the resolution passed at its meeting held on June 27, 2025 and same has been noted in the Extra-ordinary general meeting dated June 28, 2025. Further, our Board has taken on record the consents of the respective Selling Shareholders for participation in the Offer for Sale pursuant to its resolution dated June 27, 2025. (2) The details of authorization by the Selling Shareholders approving his participation in the Offer for Sale are as set out below: S. No. Name of the Selling Shareholders Date of consent letter Number of Offered Shares/ Aggregate amount of Offered Shares 1. Arun Purushottam Kelkar June 27, 2025 1,536,477 2. Subhash Purushottam Kelkar June 27, 2025 24,188,993 3. Aditya Kelkar June 27, 2025 1,526,092 4. Nutan Subhash Kelkar June 27, 2025 3,608,142 (3) Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non- allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the QIB Portion shall be 96available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. In the event the aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details, see “Offer Procedure” beginning on page 494. (4) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable laws. Under-subscription, if any, in the QIB Portion (excluding the Anchor Investor Portion) will not be allowed to be met with spill-over from other categories or a combination of categories of Bidders. For further details, see “Terms of the Offer” beginning on page 484. (5) The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, shall be subject to the following: (i) one- third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹0.20 million and up to ₹1.00 million, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub- categories may be allocated to applicants in the other sub- category of Non-Institutional Bidders. The allotment to each Non- Institutional Bidder shall not be less than the minimum application size, subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be allotted on a proportionate basis. Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Bidders, and Retail Individual Bidders, shall be made on a proportionate basis, subject to valid Bids received at or above the Offer Price. The Allocation to each Retail Individual Bidder shall not be less than the minimum Bid lot, subject to availability of Equity Shares in Retail Portion, and the remaining available Equity Shares, if any, shall be Allocated on a proportionate basis. The allocation to each Non-Institutional Bidder shall not be less than the Minimum Non- Institutional Bidder Application Size, i.e. 0.20 million subject to the availability of Equity Shares in Non- Institutional Investors’ category, and the remaining Equity Shares, if any, shall be allocated on a proportionate basis. Allocation to Anchor Investors shall be on a discretionary basis. For further details, see “Offer Procedure” and “Offer Structure” beginning on page 494 and 490 respectively. 97SUMMARY OF FINANCIAL INFORMATION The following tables provide the summary of financial information of our Company derived from the Restated Consolidated Financial Information for the Fiscals 2025, 2024 and 2023. The Restated Consolidated Financial Information referred to above is presented under the section titled “Restated Consolidated Financial Information” on page 337. The summary of financial information presented below should be read in conjunction with the Restated Financial Statements, the notes thereto and the chapters titled “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 337 and 421 respectively. (The remainder of this page is intentionally left blank) 98RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES (Amount in ₹ million) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Assets 1. Non Current Assets (a) Property, Plant and Equipment 621.79 631.74 542.77 (b) Capital Work-In-Progress 33.74 23.04 41.09 (c) Right-of-use Assets 19.85 17.74 20.44 (d) Other Intangible assets 0.87 1.18 1.75 (e) Intangible assets under development 6.71 0.94 - (f) Financial Assets - Others Financial Assets 65.43 16.06 10.26 (i) Deferred Tax Assets (Net) 27.90 25.03 26.92 (g) Other Non Current Assets 0.87 2.99 6.04 Total Non-Current Assets 777.16 718.72 649.27 2. Current Assets (a) Inventories 612.05 793.75 875.17 (b) Financial Assets - Investments 339.52 189.86 300.79 - Trade Receivables 598.24 485.14 741.94 - Cash and Cash Equivalents 152.23 193.53 113.87 - Bank Balances other than (ii) above 47.98 45.42 108.17 - Others 15.15 16.04 17.60 (c) Current Tax Assets (Net) - 2.33 9.25 (d) Other Current Assets 71.26 60.65 72.94 Total Current Assets 1,836.43 1,786.72 2,239.73 TOTAL ASSETS 2,613.59 2,505.44 2,889.00 EQUITY AND LIABILITIES Equity (a) Equity share capital 110.63 110.63 110.63 (b) Other Equity 1,831.18 1,648.10 1,520.21 Total Equity 1,941.81 1,758.73 1,630.84 LIABILITIES 1. Non Current Liabilities (a) Financial Liabilities - Borrowings 71.04 84.56 37.26 - Lease Liabilities 25.78 22.44 20.71 (b) Provisions 48.32 39.98 37.44 Total Non-Current Liabilities 145.14 146.98 95.41 99Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 2. Current Liabilities (a) Financial Liabilities - Borrowings 194.96 284.37 481.47 - Trade Payable (i) Total outstanding dues of micro 66.13 89.13 117.88 enterprises and small enterprises (ii) Total outstanding dues of creditors 122.31 107.38 334.69 other than micro enterprises and small enterprises - Other Financial Liabilities 98.58 79.31 75.81 (b) Other current liabilities 38.66 31.26 146.64 (c) Provisions 5.11 8.28 6.26 (d) Current Tax Liabilities (Net) 0.89 - - Total Current Liabilities 526.64 599.73 1,162.75 TOTAL EQUITIES AND 2,613.59 2,505.44 2,889.00 LIABILITIES 100RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS (Amount in ₹ million, unless otherwise stated) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue Revenue from Operations 3,249.29 2,977.31 2,785.01 Other Income 63.58 68.90 31.45 Total Income 3,312.87 3,046.21 2,816.46 Expenses Cost of Materials Consumed 1,580.03 1,378.99 1,813.85 Purchases of Stock-in-Trade 74.48 334.34 81.65 Changes in inventories of Finished 150.78 85.71 (213.94) Goods and Work -in- progress Employee Benefits Expenses 419.07 396.91 411.46 Finance Costs 39.46 41.47 33.44 Depreciation and Amortisation Expense 87.68 81.18 75.51 Other Expenses 616.26 536.22 468.23 Total Expenses 2,967.76 2,854.82 2,670.20 Profit Before Exceptional Items and 345.11 191.39 146.26 Tax Loss / (Profit) on Sale of Plant and (0.81) 0.17 0.23 Equipment Provision/(Reversal) for doubtful debts 8.76 (3.80) 15.86 Provision/(Reversal) for Expected Credit - - - Loss IPO Related Expenses - - 35.93 Profit Before Tax 337.16 195.02 94.24 Less: Tax Expense Current Tax 96.05 71.79 44.56 Deferred Tax Expense/(Credit) (2.66) 1.09 (8.56) Tax For Earlier Years - - - Total Tax Expense 93.39 72.88 36.00 Profit for the Year (A) 243.77 122.14 58.24 Other Comprehensive Income (OCI) Items that will not be reclassified to profit or loss Re-measurement gains/ (losses) on (0.80) 3.10 3.63 defined benefit obligations Tax effect on above 0.20 (0.79) (0.92) Other Comprehensive Income for the (0.60) 2.31 2.71 year, net of tax (B) 101Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Total Comprehensive Income for the 243.17 124.45 60.95 year (A+B) Profit for the Year (A) Owners of the Company 243.77 122.14 58.24 Non-Controlling Interest - - - Other comprehensive income (OCI) (B) Owners of the Company (0.60) 2.31 2.71 Non-Controlling Interest - - - Total comprehensive income for the year (A+B) Owners of the Company 243.17 124.45 60.95 Non-Controlling Interest - - - Earnings Per Share (Face Value INR 1 Per Equity Share): Basic (INR) 1.75 1.10 0.51 Diluted (INR) 1.75 0.99 0.47 102RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS (Amount in ₹ million) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 A) Cash Flow from Operating Activities: Net Profit before Tax as per Statement of Profit 337.16 195.02 94.24 and Loss Adjustment for : Interest Income (4.79) (7.25) (4.91) Profit on sale of Investments (15.83) (6.13) (4.33) Depreciation and Amortisation 87.68 81.18 75.51 Remeasurement of post employment benefit (0.80) 3.10 3.63 obligation Provision/(Reversal) for doubtful debts (8.76) 3.80 (15.86) Provision/(Reversal) for Expected Credit Loss (2.51) 1.32 (2.15) Loss/(Gain) on Sale of Property, Plant and (0.81) 0.17 0.23 Equipment's Interest paid 39.46 41.47 33.44 Employee Stock Option - - 0.69 Operating Profit before Working Capital 430.80 312.68 180.49 Changes Adjusted for : (Increase)/Decrease in Trade Receivables (101.83) 251.68 (159.26) (Increase)/Decrease in Inventories 181.70 81.42 (268.55) (Increase)/Decrease in Other Financial Assets (48.48) (4.24) 14.48 (Increase)/Decrease in Other Assets (8.49) 15.34 26.46 Increase/(Decrease) in Trade Payables (8.07) (256.06) 123.69 Increase/(Decrease) in Other Financial 22.61 5.23 12.05 Liabilities Increase/(Decrease) in Other Liabilities 7.40 (115.38) 121.69 Increase/(Decrease) in Employee Benefits 5.17 4.56 (1.54) Increase/(Decrease) Foreign currency (10.04) 3.44 (8.72) Translation Reserve Cash generated from operations 470.77 298.67 40.79 Direct Taxes paid (incl TDS net off refund recd) (92.83) (64.87) (40.80) Net Cash generated from / (used in) 377.94 233.80 (0.01) Operating Activities (A) B) Cash Flow from Investing Activities: Purchases of Property, Plant and Equipment, (95.25) (149.93) (64.03) Intangibles & Capital Work in Progress Redemption/(Investment) in current Mutual (133.83) 117.06 (68.42) Funds Interest Income 4.79 7.25 4.91 Investment in bank deposit (2.56) 62.75 (59.50) 103Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Net cash generated from / (used in) Investing (226.85) 37.13 (187.04) Activities (B) C) Cash Flow from Financing Activities: Dividend paid (50.00) - (18.41) Proceeds from issue of Share Capital - - 0.13 Share Premium Account - - 2.47 Interest Paid (39.46) (41.47) (33.44) (Repayment)/ Proceeds from Long-Term (13.52) 47.30 4.52 Borrowings (Repayment)/ Proceeds from Short-Term (89.41) (197.10) 114.59 Borrowings Net cash generated from / (used in) Financing (192.39) (191.27) 69.86 Activities (C) Net increase/ (decrease) in cash and cash (41.30) 79.66 (117.19) equivalents (A+B+C) Cash & Cash Equivalents at the beginning of 193.53 113.87 231.06 the year Cash & Cash Equivalents at the end of the 152.23 193.53 113.87 year 104GENERAL INFORMATION Our Company was originally incorporated as ‘Hexagon Chemoils Private Limited’ a private limited company incorporated under the Companies Act, 1956 pursuant to Certificate of Incorporation dated May 27, 1993 issued by Registrar of Companies, Maharashtra. The name of our Company was changed from ‘Hexagon Chemoils Private Limited’ to ‘Hexagon Nutrition Private Limited’ pursuant to a resolution passed by our board dated December 10, 2005 and a Special Resolution passed by our Shareholders dated December 30, 2005 and a fresh Certificate of Incorporation dated January 10, 2006 issued by Assistant Registrar of Companies, Maharashtra at Mumbai. Subsequently, our Company was converted into public limited company, pursuant to a resolution passed by our board dated October 5, 2021 and special resolution passed by our shareholders dated October 14, 2021 the name of our company was changed from ‘Hexagon Nutrition Private Limited’ to ‘Hexagon Nutrition Limited’ and a fresh certificate of incorporation dated November 15, 2021 was issued by the Registrar of Companies, Mumbai. Registered Office and Corporate Office of Hexagon Nutrition Limited 404, Global Chamber, Adarsh Nagar, Link Road, Andheri (West), Mumbai – 400 053 Maharashtra, India For further details, including in relation to changes in the name and the Registered Office of our Company, see “History and Certain Corporate Matters” on page 282. Corporate Identity Number: U24110MH1993PLC072189 Company Registration Number: 072189 Address of the Registrar of Companies Our Company is registered with the Registrar of Companies, Maharashtra, Mumbai, which is situated at the following address: Registrar of Companies, 100, Everest, Marine Drive, Mumbai- 400 002, Maharashtra, India. Board of Directors The following table sets out the details of our Board as on the date of this Draft Red Herring Prospectus: Name and Designation DIN Address Arun Purushottam Kelkar 00171276 Flat 1903, Floor-19 Wing B, Kabra, Metroone-B, Pratap CHSL, Chairman and Executive Jai Prakash Road, Next to Versova Metro Station, Andheri Director (West), Mumbai Suburban, Mumbai – 400 053, Maharashtra, India Vikram Arun Kelkar 02302364 B/6, Shubham CHSL, 7th Bungalow, Juhu Versova Link Road, Managing Director Andheri (West), Mumbai Suburban, Mumbai – 400 053, Maharashtra, India Nikhil Arun Kelkar 02302369 C/4, Shubham Chs Ltd, Juhu Versova Link Road, Above Banana Joint Managing Director Leaf Restaurant, Andheri West, Mumbai – 400 053, Maharashtra, India Subhash Purushottam 00177280 Flat No 02, Patil Parichay Apartment, Near Old Gangapur Naka, Kelkar Behind Bon Vivant Hotel, Patil Park, Nashik – 422 005, Executive Director Maharashtra, India Aditya Kelkar 02312705 The Imperial flat no 103, 4th floor, C wing, Makhamalabad Link 105Name and Designation DIN Address Non-Executive Director Road, Next to Palm Shells Restaurant, Nashik – 422 003, Maharashtra, India Aparna Deepak Sakpal 10345258 A/2102, Kabra Metro One, J P Road, Andheri West, 7 Bunglows, Independent Director Mumbai Suburban, Mumbai – 400 053, Maharashtra, India Meena Bipinchandra 10974239 Room No 4 Megha CHS Daftary Road, Malad (East), Mumbai – Mehta 400 097, Maharashtra, India Independent Director Nimesh Pratap Shukla 10974257 B 1202/1203, Kia Park CHS Prathamesh Complex, Veera Desai Independent Director Extn Road, Opposite Country Club, Andheri (West), Mumbai – 400 053, Maharashtra, India Keval M Shah 07649694 E/403, Neelambuj Building, Shankar Lane, Kamal Apartment, Independent Director Kandivali West, Mumbai – 400 067, Maharashtra, India Payal Yash Gaglani 08546549 A/704, Shri Highland Park, Opposite Symphony Building, Link Independent Director Road, Kandivali West, Mumbai – 400 067, Maharashtra, India For further details of our Directors, please see the section entitled “Our Management” on page 305. Company Secretary and Compliance Officer Vedanti Swapnil Vartak, is the Company Secretary and Compliance Officer of our Company. The contact details are as follows: 404, Global Chamber, Adarsh Nagar, Link Road, Andheri (West), Mumbai – 400 053, Maharashtra, India Tel: +91 22 62136710/711 E-Mail: cs.hnpl@hexagonnutrition.com Website: www.hexagonnutrition.com Statutory Auditors to our Company S K Patodia and Associates LLP Sunil Patodia Tower J B Nagar, Andheri East Mumbai – 400 099 Maharashtra, India Tel: +91 22 670 7999 E-mail: info@skpatodia.in Firm registration number: 112723W/ W100962 Peer review certificate number: 020599 Changes in Auditors Except as disclosed below, there have been no changes in the auditors of our Company during the three years preceding the date of this Draft Red Herring Prospectus: Particulars Date of Change Reason for Change Bhuwania & Agrawal Associates March 31, 2024 Cessation on account of A/403, Express Zone completion of tenure Off Western Express Highway Malad (East), Mumbai – 400 097 Maharashtra, India Tel: +91 96190 42216 E-mail: shubham@bhuwaniaagrawal.com Firm registration number: 101483W 106Particulars Date of Change Reason for Change Peer review certificate number: 011613 S K Patodia and Associates LLP September 17, 2024 Appointment on account of Sunil Patodia Tower cessation of previous auditor J B Nagar, Andheri East Mumbai – 400 099 Maharashtra, India Tel: +91 22 6707 999 E-mail: info@skpatodia.in Firm registration number: 112723W/ W100962 Peer review certificate number: 020599 Investor Grievances Investors can contact our Company Secretary and Compliance Officer, the Book Running Lead Managers or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems, redressals of complaints, such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non- receipt of funds by electronic mode. All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than UPI Bidders using the UPI Mechanism) in which the amount equivalent to the Bid Amount was blocked or the UPI ID in case of UPI Bidders using the UPI Mechanism. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement number received from the Designated Intermediaries in addition to the information mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. All Offer-related grievances of the Anchor Investors may be addressed to the Registrar, giving full details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address of the Book Running Lead Managers where the Anchor Investor Application Form was submitted by the Anchor Investor. Book Running Lead Managers Cumulative Capital Private Limited Address: C-321, 3rd Floor, 215 Atrium Co. Op. Soc Ltd M V Road, Near Courtyard Marriott Hotel Andheri East, Chakala, MIDC Mumbai – 400 093 Maharashtra, India Tel: +91 98196 62664/ +91 82000 52280 E-mail: hnl.ipo@cumulativecapital.group Investor grievance e-mail:investor@cumulativecapital.group Website: www.cumulativecapital.group Contact person: Swapnilsagar Vithalani/Jigar Bhanushali SEBI registration no.: INM000013129 107Catalyst Capital Partners Private Limited Address: 103A Shantinath Apts, S V Road Near State Bank of India, Borivali West Mumbai-400 092, Maharashtra India Maharashtra, India Tel: +91 98190 45092/ 70212 42651 E-mail: mb@catalystcapital.in Investor grievance e-mail: compliance@catalystcapital.in Website: https://catalystcapital.in/ Contact person: Kaushik Gandhi/ Prince Jaiswal SEBI registration number: INM000013068 Legal Counsel Vidhigya Associates, Advocates Address: 105 & 310, A Wing Kanara Business Centre, Ghatkopar East Mumbai – 400 075 Maharashtra, India Tel: +91 84240 30160 Email: rahul@vidhigyaassociates.com Website: www.vidhigyaassociates.com Contact Person: Rahul Pandey Registrar to the Offer KFin Technologies Limited 301, The Centrium, 3rd Floor, 57, Lal Bahadur Shastri Road, Nav Pada, Kurla (West), Kurla, Mumbai – 400 070, Maharashtra, India. Tel: +91 40 6716 2222/18003094001 E-mail: hexagon.ipo@kfintech.com Investor grievance e-mail: einward.ris@kfintech.com Website: www.kfintech.com Contact Person: M. Murali Krishna SEBI Registration No.: INR000000221 Syndicate Members [●] Bankers to the Offer [●] Escrow Collection Bank(s)/ Refund Bank(s)/ Public Offer Bank(s)/Sponsor Bank(s) The Bankers to the Offer/ Refund Bank/ Sponsor Bank will be appointed prior to filing of the Red Herring Prospectus with ROC. Bankers to our Company HDFC Bank Limited Address: EEG, 3rd Floor, A Wing, Trade Star, J.B. Nagar, Andheri East, Mumbai – 400 059, Maharashtra, India. Telephone No.: 8080979498 Contact Person: Satyaprakash Yadav Email: satyaprakash.yadav3@hdfcbank.com 108Website: www.hdfc.com State Bank of India Address: SME MIDC Andheri (E), Plot No. B-1, Ground Floor, Central Road, Andheri (E), Behind MIDC Police Station, Mumbai – 400 093, Maharashtra, India Telephone No.: 8008553061 Contact Person: Vineet Kejriwal Email: rmsme2.smemidcandheri@sbi.co.in Website: www.bank.sbi Citi Bank Address: 10th Floor, First International Finance Centre, Bandra Kurla Complex, Bandra East, Mumbai – 400 051, Maharashtra, India. Telephone No.: +91 9833316395 Contact Person: Jaikishin Pahuja Email: jaikishin.pahuja@citi.com Website: https://www.citigroup.com/global/about-us/global-presence/india Inter-se Allocation of Responsibilities among the Book Running Lead Managers The following table sets forth the inter-se allocation of responsibilities for various activities among the Book Running Lead Managers: Sr. No Activities Responsibility Coordination 1. Due diligence of the Company including its operations/management/business plans/legal etc. Drafting and design of the Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus, abridged prospectus and application Cumulative Cumulative form. The BRLMs shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchange, RoC and SEBI including finalisation of Red Herring Prospectus and Prospectus and RoC filing. 2. Capital structuring with the relative components and formalities Cumulative & such as type of instruments, size of offer, allocation between Cumulative Catalyst primary and secondary, etc. 3. Drafting and approval of all statutory advertisements Cumulative & Cumulative Catalyst 4. Drafting and approval of all publicity material other than Cumulative & statutory advertisement as mentioned above including corporate Catalyst Cumulative advertising, brochure, etc. and filing of media compliance report. 5. Appointment of intermediaries – Registrar to the Offer, advertising agency, Banker(s) to the Offer, Sponsor Bank, Cumulative & printer, collection centres and other intermediaries, including Cumulative Catalyst coordination of all agreements to be entered into with such intermediaries. 6. • Preparation of road show marketing presentation and frequently Cumulative and Cumulative and asked questions Catalyst Catalyst 7. • Coordination with Stock Exchanges for Book Building Cumulative and Cumulative software, bidding terminals and mock trading etc. Catalyst 8. Managing and finalization of pricing in consultation with the Catalyst Catalyst Company 109Sr. No Activities Responsibility Coordination 9. Retail and Non-institutional marketing of the Offer, which will cover, inter alia, • Finalising media, marketing and public relations strategy including list of frequently asked questions at road shows; Cumulative and • Finalising centres for holding conferences for brokers, etc.; Catalyst Catalyst • Follow-up on distribution of publicity and Offer material including application form, the Prospectus and deciding on the quantum of the Offer material; and • Finalising collection centres. 10. Post bidding activities including management of escrow accounts, coordinate non- institutional allocation, coordination with Registrar, SCSBs, Sponsor Banks and other Bankers to the Offer, intimation of allocation and dispatch of refund to Bidders, etc. Other post- Offer activities, which shall involve essential follow-up with Bankers to the Offer and SCSBs to get quick estimates of collection and advising Company about the closure of the Offer, based on correct figures, finalisation of the basis of Cumulative and allotment or weeding out of multiple applications, listing of Cumulative Catalyst instruments, dispatch of certificates or demat credit and refunds, payment of STT and coordination with various agencies connected with the post- Offer activity such as Registrar to the Offer, Bankers to the Offer, Sponsor Bank, SCSBs including responsibility for underwriting arrangements, as applicable. Coordinating with Stock Exchanges and SEBI for submission of all post- Offer reports including the final post- Offer report to SEBI. Designated Intermediaries Self-Certified Syndicate Banks The banks registered with the SEBI, which offer the facility of ASBA services, (i) in relation to ASBA, where the Bid Amount will be blocked by authorizing an SCSB, a list of which is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and updated from time to time and at such other websites as may be prescribed by SEBI from time to time, (ii) in relation to UPI Bidders using the UPI Mechanism, a list of which is available on the website of SEBI at sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such other website as updated from time to time. Applications through the UPI Mechanism in the Offer can be made only through the SCSBs mobile applications (apps) whose name appears on the SEBI website. A list of SCSBs and mobile application, which are live for applying in public issues using UPI Mechanism is provided as Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The list is available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from time to time and at such other websites as may be prescribed by SEBI from time to time. SCSBs eligible as Issuer Banks for UPI and mobile applications enabled for UPI Mechanism In accordance with SEBI RTA Master Circular, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, Retail Individual Investors Bidding using the UPI Mechanism may only apply through the SCSBs and mobile applications using the UPI handles specified on the website of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as updated from time to time. A list of SCSBs and mobile applications, which are live for applying in public issues using UPI mechanism is provided as ‘Annexure A’ for the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. 110Syndicate SCSB Branches In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, which may be and updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do? Do Recognised=yes & in tm Id=35 or any such other website as may be prescribed by SEBI from time to time. Registered Brokers The list of the Registered Brokers, eligible to accept ASBA forms, including details such as postal address, telephone number, and email address, is provided on the websites of BSE and NSE at http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 and http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively, or such other websites as updated from time to time. Registrar and Share Transfer Agents The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone number, and e-mail address, are provided on the websites of BSE and NSE at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, or such other websites as updated from time to time. Collecting Depository Participants The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and contact details, are provided on the websites of BSE and NSE at http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, or such other websites as updated from time to time. Credit Rating As this is an offer of Equity Shares, there is no requirement to obtain credit rating for the Offer. Grading of the Offer No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Offer. Debenture Trustees As this is an offer of Equity Shares, the appointment of debenture trustees is not required for the Offer. Monitoring Agency As the Offer is solely through an offer for sale of Equity Shares by the Selling Shareholders, our Company is not required to appoint a monitoring agency for this Offer. Green Shoe Option No green shoe option is contemplated under the Offer. 111Appraising Entity As the Offer is solely through an offer for sale of Equity Shares by the Selling Shareholders, our Company will not receive any proceeds from the Offer. Accordingly, no appraising entity has been appointed for the Offer. Experts Except as stated below, our Company has not obtained any expert opinions: (i) Our Company has received written consent dated September 23, 2025 from the Statutory Auditors namely, S K Patodia & Associates LLP, Chartered Accountants, holding a valid peer review certificate from ICAI, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this DRHP, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their examination report, dated August 22, 2025, on Restated Consolidated Financial Information and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within the meaning as defined under the U.S. Securities Act. (ii) Our Company has received written consent dated August 25, 2025 through their certificate dated August 25, 2025 from Anu Malhotra and Associates, independent Practicing Company Secretaries, to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of their certificate in connection with the Offer and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within the meaning as defined under the U.S. Securities Act. (iii) Our Company has received written consent dated June 18, 2025 from C. Ravi Shankar, independent chartered engineer, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 to the extent and in their capacity as a chartered engineer and in respect of their certificate dated June 18, 2025 in relation to our Subsidiaries manufacturing capacities and capacity utilization at all of its manufacturing facilities and the details derived from such certificate. (iv) Our Company has received written consent dated June 18, 2025 from A. M. Kulkarni, independent chartered engineer, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 to the extent and in their capacity as a chartered engineer and in respect of their certificate dated June 18, 2025 in relation to our Company’s manufacturing capacities and capacity utilization at all of its manufacturing facilities and the details derived from such certificate. Filing of this Draft Red Herring Prospectus A copy of this Draft Red Herring Prospectus has been filed through the SEBI Intermediary Portal at https://siportal.sebi.gov.in, as specified in regulation 25(8) of the SEBI ICDR Regulations read with SEBI master circular SEBI/HO/CFD/PoD2/P/CIR/2023/0094 dated June 21, 2023, in accordance with the instructions issued by the SEBI on March 27, 2020, in relation to “Easing of Operational Procedure – Division of Issues and Listing– CFD”. Further, physical copies of this Draft Red Herring Prospectus may be filed with the Securities and Exchange Board of India at: Securities and Exchange Board of India Corporation Finance Department Division of Issues and Listing SEBI Bhavan, Plot No. C4 A, ‘G’ Block Bandra Kurla Complex Bandra (East), Mumbai 400 051 Maharashtra, India A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under Section 32 of the Companies Act, 2013, will be filed with the RoC and a copy of the Prospectus required to be filed under Section 26 of the Companies Act, 2013 will be filed with the RoC at its office, and through the electronic portal at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do. 112Book Building Process “Book building” refers to the process of collection of Bids from investors on the basis of the Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band and minimum Bid Lot will be decided by our Company in consultation with the BRLMs, and advertised in all editions of the English national daily newspaper the [●], all editions of the Hindi national daily newspaper [●] and all editions of Marathi daily newspaper (Marathi also being the regional language of Maharashtra where our Registered Office is located) each with wide, at least two Working Days prior to the Bid/ Offer Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their website. The Offer Price shall be determined by our Company in consultation with the BRLMs, after the Bid/ Offer Closing Date. For details, see “Offer Procedure” on page 494. All Bidders, other than Anchor Investors, shall participate in the Offer mandatorily through the ASBA process by providing the details of their respective ASBA Accounts in which the corresponding Bid Amount will be blocked by the SCSBs and Sponsor Banks, as the case may be. Anchor Investors are not permitted to participate in the Offer through the ASBA process. UPI Bidders may participate through the ASBA process by either (a) providing the details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs or, (b) through the UPI Mechanism. Non-Institutional Investors with an application size of up to ₹ 0.50 million shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents. In accordance with the SEBI ICDR Regulations, QIBs Bidding in the Net QIB Portion and Non-Institutional Bidders bidding in the Non- Institutional Portion are not allowed to withdraw or lower the size of their Bid(s) (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date. Anchor Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. Further, allocation to QIBs in the Net QIB Portion will be on a proportionate basis and allocation to Anchor Investors in the Anchor Investor Portion will be on a discretionary basis. Each Bidder will be deemed to have acknowledged the above restrictions and the terms of the Offer, by submitting their Bid in the Offer. The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to change from time to time and the investors are advised to make their own judgment about investment through this process prior to submitting a Bid in the Offer. For further details, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” on pages 484, 490, and 494 respectively. Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation to this Offer. Each Selling Shareholder, severally and not jointly, specifically confirms that it will comply with the SEBI ICDR Regulations and any other directions issued by SEBI, as applicable to such Selling Shareholder, in relation to its respective portion of the Offered Shares. In this regard, our Company and the Selling Shareholders have appointed the BRLMs to manage this Offer and procure Bids for this Offer. The Book Building Process is in accordance with guidelines, rules, regulations prescribed by SEBI. Bidders are advised to make their own judgment about an investment through this process prior to submitting a Bid. Bidders should note the Offer is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the final approval of the RoC after the Prospectus is filed with the RoC. Illustration of Book Building Process and the Price Discovery Process For an illustration of the Book Building Process and the price discovery process, see “Offer Procedure” and “Terms of the Offer” on page 494 and 484. 113Underwriting Agreement Prior to the filing of the Red Herring Prospectus or Prospectus with the RoC, as applicable, and in accordance with the nature of underwriting which is determined in accordance with Regulation 40(3) of SEBI ICDR Regulations, the Selling Shareholders and our Company intend to enter into the Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through the Offer. It is proposed that pursuant to the terms of the Underwriting Agreement, each of the BRLMs shall be severally responsible for bringing in the amount devolved in the event the respective Syndicate Member do not fulfill their underwriting obligations. Pursuant to the terms of the Underwriting Agreement, the obligations of each of the Underwriters are several and are subject to certain conditions specified therein. The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the following number of Equity Shares which they shall subscribe to on account of rejection of bids, either by themselves or by procuring subscription, at a price which shall not be less than the Offer Price, pursuant to the Underwriting Agreement: (This portion has been intentionally left blank and will be completed before the filing of the Red Herring Prospectus or Prospectus with the RoC, as applicable.) Name, address, telephone number and Indicative Number of Amount underwritten email address of the Underwriters Equity Shares to be (₹ million) underwritten [●] [●] [●] The above-mentioned amount is indicative and will be finalised after determination of the Offer Price and finalisation of the Basis of Allotment and subject to the provisions of the SEBI ICDR Regulations. In the opinion of our Board (based on representations given by the Underwriters), the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or are registered as brokers with the Stock Exchange(s). The Board of Directors, at its meeting, held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company. Allocation among the Underwriters may not necessarily be in the proportion of their underwriting commitments set forth in the table above. Notwithstanding the above table, each of the Underwriters shall be severally responsible for ensuring payment with respect to the Equity Shares allocated to Bidders procured by them, in accordance with the Underwriting Agreement. Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to the Equity Shares allocated to investors respectively procured by them in accordance with the Underwriting Agreement. In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement, will also be required to procure subscribers for or subscribe to the Equity Shares to the extent of the defaulted amount in accordance with the Underwriting Agreement. The Underwriting Agreement has not been entered into as on the date of this Draft Red Herring Prospectus. The Underwriting Agreement shall be entered into on or after the Pricing Date but prior to filing of the Prospectus with the RoC. The extent of underwriting obligations and the Bids to be underwritten in the Offer shall be as per the Underwriting Agreement. 114CAPITAL STRUCTURE The share capital of our Company, as on the date of this Draft Red Herring Prospectus is as set forth below: S. Particulars (Amount in ₹ except share data) No. Aggregate nominal Aggregate value value at Offer Price* A. AUTHORISED SHARE CAPITAL(1) [●] 150,100,000 Equity shares on face value of ₹1 each 150,100,000 12,500,000 CCPS on face value of ₹10 each 125,000,000 B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER 110,627,404 Equity Shares on face value of ₹1 each 110,627,404 [●] 12,208,212 CCPS of ₹10 each** 122,082,120 C. PRESENT OFFER IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS(2)(3) Offer of up to 30,859,704 Equity Shares of face value of [●] [●] ₹1 each aggregating up to ₹ [●] million(2) by Selling Shareholders D. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER*# [●] Equity Shares of face value of ₹1 each*# [●] E. SECURITIES PREMIUM ACCOUNT Before the Offer 170,600,044 After the Offer * [●] *Subject to finalisation of Basis of Allotment and the Red Herring Prospectus; ** As on the date of this Draft Red Herring Prospectus, the Company has 12,208,212 Compulsorily Convertible Preference Shares (CCPS) of face value ₹10 each, held by the CCPS holder. These CCPS shall be converted, prior to the filing of the Red Herring Prospectus with the Registrar of Companies, into 12,290,705 equity shares of face value ₹1 each, at a conversion ratio of 1.006757138, in accordance with Regulation 5(2) of the SEBI (ICDR) Regulations #Assuming full subscription to the Offer; (1) For details in relation to the changes in the authorised share capital of our Company, please see “History and Certain Corporate Matters- Amendments to our Memorandum of Association in the last ten (10) years” on page 282. (2) The Offer has been approved by our Board pursuant to the resolution passed at its meeting held on June 27, 2025 and same has been noted in the Extra-ordinary general meeting dated June 28, 2025. Further, our Board has taken on record the consent of the Selling Shareholders to participate in the Offer in its meeting held on June 27, 2025. (3) Each of the Selling Shareholders have confirmed and authorized their participation in the Offer for Sale. The Selling Shareholders confirm that the Offered Shares have been held by them, severally not jointly, for a period of at least one year prior to filing of this Draft Red Herring Prospectus in accordance with Regulation 8 of the SEBI ICDR Regulations and accordingly, are eligible for the Offer in accordance with the provisions of the SEBI ICDR Regulations. For details on the authorization by the Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures” on page 471. Notes to Capital Structure Share Capital History of our Company Our Company has only two class of share capital i.e., Equity Shares of face value of ₹1 each and CCPS of face value of ₹10 each. All the Issued Equity Shares and CCPS are fully paid-up. 1151. Equity Share Capital: Date of allotment Number of Face Issue Nature of Nature of Cumulative Cumulative Total Number Name of allottees Equity Shares value per Price per consideration allotment/ number of paid-up Equity of allottees allotted Equity Equity transfer Equity Shares Share capital Share (₹) Share (₹) (₹) May 27, 1993 200 10 10 Cash Initial 200 2,000 2 Allotment of 100 Equity Shares to subscription to Arun Purushottam Kelkar, the MoA and 100 Equity Shares to Subhash Purushottam Kelkar. June 01, 1993* 51,300 10 10 Cash Further Issue 51,500 515,000 5 Allotment of 100 Equity Shares to Milapchand Kevadia, 100 Equity Shares to Anil Agarwal, 100 Equity Shares to Sheela Agarwal, 26,000 Equity Shares to Arun Purushottam Kelkar and 25,000 Equity Shares to Subhash Purushottam Kelkar March 31, 2000* 15,000 10 10 Cash Further Issue 66,500 665,000 2 Allotment of 10,000 Equity Shares to Anuradha Arun Kelkar and 5,000 Equity Shares to Nutan Subhash Kelkar. March 31, 2006 233,500 10 10 Cash Further Issue 300,000 3,000,000 4 Allotment of 50,000 Equity Shares to Arun Purushottam Kelkar, 50,000 Equity Shares to Subhash Purushottam Kelkar, 50,000 Equity Shares to Anuradha Arun Kelkar and 83,500 Equity Shares to Vikram Arun Kelkar. August 25, 2008 Pursuant to Board Resolution dated August 14, 2008 and shareholders’ resolution dated August 25, 2008, each Equity Share of our Company of face value of ₹10 each was split into face value of ₹1 each. Therefore, the issued, paid-up and subscribed share capital of our Company was sub- divided from Rs 3,000,000 divided into 300,000 Equity Shares of ₹10 each into Rs 3,000,000 divided into 3,000,000 Equity Shares of ₹1 each. September 22, 15,000,000 1 NIL N.A. Bonus Issue 18,000,000 18,000,000 6 Allotment of 3,805,000 Equity 2008 in the ratio of 5 Shares to Arun Purushottam Equity Shares for Kelkar, 3,755,000 Equity Shares every 1 Equity to Subhash Purushottam Kelkar, Share held in our 3,000,000 Equity Shares to Company Anuradha Arun Kelkar, 250,000 116Date of allotment Number of Face Issue Nature of Nature of Cumulative Cumulative Total Number Name of allottees Equity Shares value per Price per consideration allotment/ number of paid-up Equity of allottees allotted Equity Equity transfer Equity Shares Share capital Share (₹) Share (₹) (₹) Equity Shares to Nutan Subhash Kelkar, 4,175,000 Equity Shares to Vikram Arun Kelkar and 15,000 Equity Shares to Nikhil Arun Kelkar. September 01, 4,475,000 1 1 Cash Further Issue 22,475,000 22,475,000 7 Allotment of 700,000 Equity 2009. Shares to Arun Purushottam Kelkar, 700,000 Equity Shares to Subhash Purushottam Kelkar, 550,000 Equity Shares to Anuradha Arun Kelkar, 775,000 Equity Shares to Vikram Arun Kelkar, 700,000 Equity Shares to Nikhil Arun Kelkar, 50,000 Equity Shares to Nutan Subhash Kelkar and 100,0,000 Equity Shares to Sanjivani S. Dhopeshwarkar. January 01, 2011 1,784,000 1 1 Cash Further Issue 24,259,000 24,259,000 7 Allotment of 400,000 Equity Shares to Arun Purushottam Kelkar, 400,000 Equity Shares to Subhash Purushottam Kelkar, 300,000 Equity Shares to Anuradha Arun Kelkar, 450,000 Equity Shares to Vikram Arun Kelkar, 124,000 Equity Shares to Nikhil Arun Kelkar, 25,000 Equity Shares to Nutan Subhash Kelkar and 85,000 Equity Shares to Sanjivani Dhopeshwarkar. February 17, 2012 2,375,000 1 1 Cash Further Issue 26,634,000 26,634,000 7 Allotment of 500,000 Equity Shares to Arun Purushottam Kelkar, 400,000 Equity Shares to Anuradha Arun Kelkar, 500,000 117Date of allotment Number of Face Issue Nature of Nature of Cumulative Cumulative Total Number Name of allottees Equity Shares value per Price per consideration allotment/ number of paid-up Equity of allottees allotted Equity Equity transfer Equity Shares Share capital Share (₹) Share (₹) (₹) Equity Shares to Vikram Arun Kelkar, 500,000 Equity Shares to Nutan Subhash Kelkar, 100,000 Equity Shares to Aditya S. Kelkar, 200,000 Equity Shares to Subhash Purushottam Kelkar and 175,000 Equity Shares to Nikhil Arun Kelkar. December 02, 3,350,000 1 1 Cash Further Issue 29,984,000 29,984,000 7 Allotment of 600,000 Equity 2013 Shares to Arun Purushottam Kelkar, 500,000 Equity Shares to Anuradha Arun Kelkar, 650,000 Equity Shares to Vikram Arun Kelkar, 200,000 Equity Shares to Nutan Subhash Kelkar, 200,000 Equity Shares to Aditya S. Kelkar, 600,000 Equity Shares to Subhash Purushottam Kelkar and 600,000 Equity Shares to Nikhil Arun Kelkar. November 08, 59,968,000 1 NIL N.A. Bonus Issue in the 89,952,000 89,952,000 7 Allotment of 14,082,000 Equity 2014 ratio of 2 Equity Shares to Arun Purushottam Shares for every 1 Kelkar, 12,812,000 Equity Shares Equity Share held to Subhash Purushottam Kelkar, in our Company 11,250,000 Equity Shares to Anuradha Arun Kelkar, 2,150,000 Equity Shares to Nutan Subhash Kelkar, 15,320,000 Equity Shares to Vikram Arun Kelkar, 3,754,000 Equity Shares to Nikhil Arun Kelkar and 600,000 Equity Shares to Aditya Kelkar August 02, 2015 2,350,230 1 2.61 Cash Preferential 92,302,230 92,302,230 4 Allotment of 574,713 Equity allotment Shares to Subhash Purushottam Kelkar, 766,283 Equity Shares to 118Date of allotment Number of Face Issue Nature of Nature of Cumulative Cumulative Total Number Name of allottees Equity Shares value per Price per consideration allotment/ number of paid-up Equity of allottees allotted Equity Equity transfer Equity Shares Share capital Share (₹) Share (₹) (₹) Nikhil Arun Kelkar, 383,142 Equity Shares to Nutan Subhash Kelkar and 626,092 Aditya Kelkar. August 02, 2015 8,965,571 1 2.61 Other than Cash Preferential 101,267,801 101,267,801 4 Allotment of 3,223,406 Equity allotment Shares to Arun Purushottam Kelkar, 3,840,230 Equity Shares to Nikhil Arun Kelkar, 944,081 Equity Shares to Vikram Arun Kelkar and 957,854 Equity Shares to Anuradha Arun Kelkar. August 07, 2015 8,616,003 1 2.61 Cash Preferential 109,883,804 109,883,804 3 Allotment of 4,396,280 Equity allotment Shares to Subhash Purushottam Kelkar, 2,020,963 Equity Shares to Vikram Kelkar, and 2,198,760 Equity Shares to Nikhil Arun Kelkar. November 26, 1,100 1 20.48 Cash Preferential 109,884,904 109,884,904 2 Allotment of 1,000 Equity Shares 2016 allotment to Somerset Indus Healthcare Fund I Limited and 100 Equity Shares to Mayur Sirdesai. March 26, 2019 357,500 1 7 Cash Allotment 110,242,404 110,242,404 73 Allotment of 5000 Equity Shares Pursuant to ESOP to Ajay Hattangadi, 37,500 Equity Scheme Shares to Arun Om Lal, 2500 Equity Shares to Ashim Gharat, 2500 Equity Shares to Dharmendra Sumbad, 2500 Equity Shares to Dinesh Dake, 2500 Equity Shares to Diplai Pillai, 5000 Equity Shares to Farheen Qureshi, 5000 Equity Shares to Kishori Pathare, 2500 Equity Shares to Monica Monterio, 5000 Equity Shares to 119Date of allotment Number of Face Issue Nature of Nature of Cumulative Cumulative Total Number Name of allottees Equity Shares value per Price per consideration allotment/ number of paid-up Equity of allottees allotted Equity Equity transfer Equity Shares Share capital Share (₹) Share (₹) (₹) Muzaffar Quereshi, 5000 Equity Shares to Nikhil Wajpe, 2500 Equity Shares to Nikita Lad, 2500 Equity Shares to Nilesh Shirsat, 5000 Equity Shares to Pooja Shanbag, 2500 Equity Shares to Pradeep Naikade, 2500 Equity Shares to Pravin Kadam, 5000 Equity Shares to Rahul Jain, 2500 Equity Shares to Ranjeet Saroj, 2500 Equity Shares to Renuka Purkar, 5000 Equity Shares to Sachin Redkar, 2500 Equity Shares to Sharmili Kuckian, 2500 Equity Shares to Shweta Singh, 15000 Equity Shares to Soman Jana, 15000 Equity Shares to Suhas Samant, 5000 Equity Shares to Surabhi Dubey, 5000 Equity Shares to Trupti Patil, 5000 Equity Shares to Vandita Gadkari, 2500 Equity Shares to Vinayak Katkade, 5000 Equity Shares to Vishwanath Nair, 5000 Equity Shares to Atish Nagmoti, 5000 Equity Shares Chaitali Deshmukh, 2500 Equity Shares to Ganesh Walve, 15000 Equity Shares to Hemani Hiray, 2500 Equity Shares to Indersen Singh, 2500 Equity Shares to Nikita Kulthe, 2500 Equity Shares to Pawan Bhagwat, 2500 Equity Shares to Praful Katare, 2500 Equity Shares to Sagar Gaidhani, 2500 Equity Shares to Sagar Nikam, 2500 120Date of allotment Number of Face Issue Nature of Nature of Cumulative Cumulative Total Number Name of allottees Equity Shares value per Price per consideration allotment/ number of paid-up Equity of allottees allotted Equity Equity transfer Equity Shares Share capital Share (₹) Share (₹) (₹) Equity Shares to Sanjay Karmalkar, 5000, Equity Shares to Santosh Shah, 2500 Equity Shares to Saurabh Kulkarni, 2500 Equity Shares to Shrikant Kulkarni, 2500 Equity Shares to Sujata Mundhe, 2500 Equity Shares to Sushil Jagtap, 2500 Equity Shares to Vikas Hiray, 5000 Equity Shares to Rahul Tukaram Gedam, 2500 Equity Shares to Siddharth Sonawane, 5000 Equity Shares to Abdul Subhan S.A.K. , 37,500 Equity Shares to Amit Kataria, 5000 Equity Shares to Ashwin Raj R., 2500 Equity Shares to B. Divya, 5000 Equity Shares to G. Nagalingam, 2500 Equity Shares to G. Mohan, 5000 Equity Shares to Khursheed Durrani, 5000 Equity Shares to M.S. Subbhalakshmi, 5000 Equity Shares to Muthumani, T, 5000 Equity Shares to Nadimuthu T., 2500 Equity Shares to Namasivayam, 2500 Equity Shares to Rajesh Kumar Kannan, 5000 Equity Shares to Rajesh Kumar Nandi, 2500 Equity Shares to Rajesh. S, 2500 Equity Shares to Ramkumar. B, 2500 Equity Shares to Ritesh Sukhla, 2500 Equity Shares to S. Karunanidhi, 5000 Equity Shares to S. Umachandiran, 2500 Equity Shares to Sadhasivam.K, 2500 121Date of allotment Number of Face Issue Nature of Nature of Cumulative Cumulative Total Number Name of allottees Equity Shares value per Price per consideration allotment/ number of paid-up Equity of allottees allotted Equity Equity transfer Equity Shares Share capital Share (₹) Share (₹) (₹) Equity Shares to Sathya Sainathan.B, 5000 Equity Shares to Suchitra.S, 2500 Equity Shares to Gomathinayagam V.P., 2500 Equity Shares to S.Gnana David, 2500 Equity Shares to T. Ulaganathan and 5000 Equity Shares Umashankar Karuppasamy. March 19, 2020 260,000 1 7 Cash Allotment 110,502,404 110,502,404 49 Allotment of 37,500 Equity Pursuant to ESOP Shares to Arun Om Lal, 2500 Scheme Equity Shares to Ashmi Gharat, 2500 Equity Shares to Dharmendra Sumbad, 2500 Equity Shares to Dinesh Dake, 2500 Equity Shares Dipali Pillai, 5000 Equity Shares to Kishori Pathare, 5000 Equity Shares Muzaffar Qureshi, 5000 Equity Shares to Nikhil Wajpe, 2500 Equity Shares to Nikita Lad 2500 Equity Shares to Nilesh Shirsat, 5000 Equity Shares to Pooja Shanbhag, 2500 Equity Shares to Pradeep Naikade, 2500 Equity Shares to Pravin Kadam, 5000 Equity Shares to Rahul Jain, 2500 Equity Shares to Ranjeet Saroj, 2500 Equity Shares to Renuka Purkar, 2500 Equity Shares to Sharmili Kuckian, 15000 Equity Shares to Soman Jana, 15000 Equity Shares to Suhas Samant, 5000 Equity Shares to Trupti Patil, 5000 Equity Shares to Vandita 122Date of allotment Number of Face Issue Nature of Nature of Cumulative Cumulative Total Number Name of allottees Equity Shares value per Price per consideration allotment/ number of paid-up Equity of allottees allotted Equity Equity transfer Equity Shares Share capital Share (₹) Share (₹) (₹) Gadkari, 2500 Equity Shares to Vinayak Katkade, 5000 Equity Shares to Vishwanath Nair, 2500 Equity Shares Pawan Bhagwat, 2500 Equity Shares to Praful Katare, 2500 Equity Shares to Sagar Gaidhani, 2500 Equity Shares to Sanjay Karmalkar, 2500 Equity Shares to Shrikant Kulkarni, 2500 Equity Shares to Sujata Mundhe, 2500 Equity Shares to Sushil Jagtap, 2500 Equity Shares to Vikas Hiray, 5000 Equity Shares to Rahul Tukaram Gedam, 5000 Equity Shares to Abdul Subhan S.A.K, 37,500 Equity Shares to Amit Kataria, 5000 Equity Shares to Ashwin Raj R., 2500 Equity Shares to G. Mohan, 5000 Equity Shares to Khursheed Durrani, 5000 Equity Shares to M.S. Subbhalakshmi, 5000 Equity Shares to Nadimuthu. T, 2500 Equity Shares to Namasivayam, 5000 Equity Shares to Rajesh Kumar Nandi, 2500 Equity Shares to Rajesh S., 2500 Equity Shares to Ritesh Shukla, 2500 Equity Shares to S. Karunanidhi, 5000 Equity Shares to S. Umachandria, 2500 Equity hares to Sathya Sainathan B., 5000 Equity Shares to Suchitra S., 2500 Equity Shares to S. Gnana David and 2500 Equity Shares to T.Ulaganathan 123Date of allotment Number of Face Issue Nature of Nature of Cumulative Cumulative Total Number Name of allottees Equity Shares value per Price per consideration allotment/ number of paid-up Equity of allottees allotted Equity Equity transfer Equity Shares Share capital Share (₹) Share (₹) (₹) Ganesan. November 04, 125,000 1 7 Cash Allotment 110,627,404 110,627,404 2 Allotment of 75,000 Equity 2022 Pursuant to ESOP Shares to Gumanmal Jain and Scheme 50,000 Equity Shares to Yashwant Bhaid. *We have placed reliance on the disclosures made in the Board minutes and/or financial statements and share certificates, to ascertain the details of the offer of Equity Shares, the nature of allotment and the nature of consideration since the Form 2 for the relevant allotments are neither available in the records of our Company, nor available with respective holder of equity shares, nor are they available in the records of the RoC, as certified by Anu Malhotra and Associates, Practicing Company Secretary, in the search report dated August 25, 2025. For further information, please refer to risk factor 41 Our Company was incorporated in 1993 and certain documents filed by us with the RoC and certain corporate records and other documents, are not traceable. We cannot assure you that such forms or records will be available at all or any time in the future.” under section titled ‘Risk Factors’ on page 75. 1242. Preference Share Capital As on the date of this Draft Red Herring Prospectus, our Company does not have any preference share capital except as stated below. Date of Number of Face Issue Price Nature of Nature of Cumulative Cumulative paid-up Name of allottees allotment Preference Shares value per per consideration allotment/ number of Preference Share allotted Preferen Preference transfer Preference Shares capital (₹) ce Share Share (₹) (₹) November 28, 12,208,212 10 20.48 Cash Preferential 12,208,212* 122,082,120 Allotment of 12,135,056 2016 Allotment CCPS to Somerset Indus Healthcare Fund I Limited and 73,156 CCPS to Mayur Sirdesai *As on date of the Draft Red Herring Prospectus, the 12,208,212 CCPS held by Somerset Indus Healthcare Fund I and Mayur Sirdesai has been transferred to Malani Ventures Private Limited vide Share Purchase and Shareholder Agreement dated February 05, 2025. All outstanding CCPS shall be converted into Equity Shares prior to the filing of the Red Herring Prospectus. For Further details, w.r.t the Share Purchase and Shareholder Agreement dated February 05, 2025, please refer to the “History and other Certain Corporate Matter - Share Purchase Agreement and Shareholders’ Agreement dated February 5, 2025, executed among Hexagon Nutrition Limited, Promoters, Sellers, and Malani Ventures Private Limited. As on the date of this Draft Red Herring Prospectus, Malani Ventures Private Limited has divested its CCPS to different stakeholders. Terms of Conversion of Preference Shares As on the date of this Draft Red Herring Prospectus, there are 12,208,212 Preference Shares that are outstanding, and such Preference Shares shall be converted into 12,290,705 Equity Shares prior to filing of the Red Herring Prospectus with the RoC in accordance with Regulation 5(2) of the SEBI ICDR Regulations. 3. Issue of shares for consideration other than cash or out of revaluation of reserves or by way of Bonus Except as set out below, our Company has not issued any Equity Shares for consideration other than cash or out of revaluation of reserves at any time since incorporation. Date of allotment Number of Equity Face value per Issue Price per Reason for allotment Name of allottees Benefits accrued to Shares allotted Equity Share (₹) Equity Share (₹) our Company September 22, 2008 15,000,000 1 NIL Bonus issue in the ratio Allotment of Capitalisation of of 5 Equity Shares for 3,805,000 Bonus Reserve and Surplus every 1 Equity Share Shares to Arun held in our Company Purushottam Kelkar, 125Date of allotment Number of Equity Face value per Issue Price per Reason for allotment Name of allottees Benefits accrued to Shares allotted Equity Share (₹) Equity Share (₹) our Company 3,755,000 Bonus Shares to Subhash Purushottam Kelkar, 3,000,000 Bonus Shares to Anuradha Arun Kelkar, 250,000 Bonus Shares to Nutan Subhash Kelkar, 4,175,000 Bonus Shares to Vikram Arun Kelkar and 15,000 Bonus Shares to Nikhil Arun Kelkar. November 08, 2014 59,968,000 1 NIL Bonus issue in the ratio Allotment of Capitalisation of of 2 Equity Shares for 14,082,000 Equity Reserve and Surplus every 1 Equity Share Shares to Arun held in our Company Purushottam Kelkar, 12,812,000 Equity Shares to Subhash Purushottam Kelkar, 11,250,000 Equity Shares to Anuradha Arun Kelkar, 215,000 Equity Shares to Nutan Subhash Kelkar, 15,320,000 Equity Shares to Vikram Arun Kelkar, 3,754,000 Equity Shares to Nikhil Arun Kelkar and 600,000 Equity Shares to Aditya Kelkar August 02, 2015 8,965,571 1 2.61 Allotment pursuant to Allotment of De-leveraging the conversion of loan into 3,223,406 Equity Company by discharge Equity Shares Shares to Arun of unsecured loan Purushottam Kelkar, availed from to our 126Date of allotment Number of Equity Face value per Issue Price per Reason for allotment Name of allottees Benefits accrued to Shares allotted Equity Share (₹) Equity Share (₹) our Company 3,840,230 Equity Promoters Shares to Nikhil Arun Kelkar, 944,081 Equity Shares to Vikram Arun Kelkar and 957,854 Equity Shares to Anuradha Arun Kelkar 4. Issue of Equity Shares pursuant to sections 391 to 394 of the Companies Act, 1956 or sections 230 to 234 of the Companies Act, 2013 Our Company has not issued any Equity Shares pursuant to any scheme of arrangement approved under sections 391to394 of the Companies Act, 1956 or section 230 to 234 of the Companies Act, 2013, as applicable. 5. Issue or transfer of Equity Shares under employee stock option schemes Our Company implemented the ESOP 2018 Scheme (“Scheme”), approved through Special Resolution dated December 22, 2017 by the Shareholders of our Company in compliance with the Companies Act, 2013. Under the scheme, 990,000 options were granted, and 742,500 equity shares were allotted upon exercise. The remaining 247,500 unvested options were cancelled following the Board’s approval dated March 30, 2023 to terminate the scheme. The termination does not affect rights related to already allotted shares or vested options. The scheme was implemented and closed in accordance with applicable laws and the ESOP Agreement. 6. Issue of Equity Shares at a price lower than the Offer price during the preceding one (1) year Our Company has not issued any Equity Shares at a price lower than the Offer price, during the period of one (1) year, immediately preceding the date of this Draft Red Herring Prospectus. For details of the allotments made in the last one year, see “Capital Structure – Share Capital History of Our Company – Equity Share capital” on page 115. [The remainder of this page has been intentionally left blank] 1277. Shareholding Pattern of our Company The table below presents the equity shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus. Category Category of Number Number of Number Number of Total Shareholdi Number of Voting Rights held in Number of Shareholding, Number of Number of Number of Sub- (I) shareholder of fully paid- of Partly shares number of ng as a % each class of securities (IX) shares as a % locked in shares Shares pledged Equity Shares categorization (II) sharehold up Equity paid-up underlying shares held of total Underlying assuming full (XII) or otherwise held in of shares (XV) ers (III) Shares held Equity Depository (VII) number of Outstanding conversion of encumbered dematerialized (IV) Shares Receipts =(IV)+(V)+ shares convertible convertible (XIII) form (XIV) held (VI) (VI) (calculated securities securities (as as per a SCRR, (V) 1957) Number of Total (including percentage of Number As a Number As a Shareholding (VIII) As a Voting Rights as a Warrants) diluted share (a) % of (a) % of (No. of shares) % of % of (X) capital) (XI)= total total under (A+B+C2) Class: Class: Total (A+B (VII)+(X) As Shares Shares Sub Sub Sub Equity Others + C) a held held CateCateCate Shares % of (b) (b) gory gory gory (A+B+C2) - I - II - III (A) Promoters 7 109,883,804 - - 109,883,804 99.33 Equity - 109,883,804 99.33 - 89.40 - - - - 109,883,804 and Shares Promoter Group (B) Public 76 743,600 - - 743,600 0.67 Equity - 743,600 0.67 12,290,705 10.60 - - - - 708,600 Shares (C) Non- - - - - - - - - - - - - - - - - Promoter Non-Public (C1) Shares - - - - - - - - - - - - - - - - underlying depository receipts (C2) Shares held - - - - - - - - - - - - - - - - by employee trusts Total 83 110,627,404 - - 110,627,404 100 Equity - 110,627,404 100 12,290,705 100.00 - - - - 110,592,404 (A+B+C) Shares 1288. Other details of shareholding of our Company As on the date of the filing of this Draft Red Herring Prospectus, our Company has 83 Equity Shareholders and 102 Cumulative Convertible Preference Shareholders. Set forth below are the details of the build-up of our Promoters’ shareholding in our Company since incorporation: Date of Number of Face value Issue Nature of Nature of Cumulative % of % of allotment/ Equity Shares per Equity Price/Conside consideration allotment number of Pre- Post- acquisition/ allotted/ Share (₹) ration per / transfer Equity Offer Offer transfer transferred Equity Share Shares capital capital (₹) on (₹) fully diluted basis (After Split) (₹) Arun Purushottam Kelkar May 27, 100 10 10 Cash Initial 100 Neglig [●] 1993 subscri ible ption to the MoA June 01, 26,000 10 10 Cash Further 26,100 0.21 [●] 1993 Issue March 31, 50,000 10 10 Cash Further 76,100 0.41 [●] 2006 Issue August 25, Pursuant to Board Resolution dated August 14, 2008 and shareholders’ resolution dated August 25, 2008, each 2008 Equity Share of our Company of face value of ₹10 each was split into face value of ₹1 each. Therefore, the issued, paid-up and subscribed share capital of our Company was sub-divided from ₹761,000 divided into 76,100 Equity Shares of ₹10 each into ₹ 761,000 divided into 761,000 Equity Shares of ₹1 each September 3,805,000 1 NIL N.A. Bonus 4,566,000 3.10 [●] 22, 2008 Issue September 700,000 1 1 Cash Further 5,266,000 0.57 [●] 1, 2009 Issue January 1, 400,000 1 1 Cash Further 5,666,000 0.33 [●] 2011 Issue January 1, 275,000 1 1 Cash Transfe 5,941,000 0.22 [●] 2012 r of Equity Shares from Sanjiva ni Dhopes hwarkar February 500,000 1 1 Cash Right 6,441,000 0.41 [●] 17, 2012 Issue December 600,000 1 1 Cash Further 7,041,000 0.49 [●] 02, 2013 Issue November 14,082,000 1 NIL N.A. Bonus 21,123,000 11.46 [●] 08, 2014 Issue August 02, 3,223,406 1 2.61 Other than Prefere 24,346,406 2.62 [●] 2015 Cash ntial Allotme nt 129Date of Number of Face value Issue Nature of Nature of Cumulative % of % of allotment/ Equity Shares per Equity Price/Conside consideration allotment number of Pre- Post- acquisition/ allotted/ Share (₹) ration per / transfer Equity Offer Offer transfer transferred Equity Share Shares capital capital (₹) on (₹) fully diluted basis (After Split) (₹) Sub-total 24,346,406 19.81 [●] (A) Subhash Purushottam Kelkar May 27, 100 10 10 Cash Initial 100 Neglig [●] 1993 subscri ible ption to the MOA June 01, 25,000 10 10 Cash Further 25,100 0.20 [●] 1993 Issue March 31, 50,000 10 10 Cash Further 75,100 0.41 [●] 2006 Issue August 25, Pursuant Board Resolution dated August 14, 2008 and shareholders’ resolution dated August 25, 2008, each 2008 Equity Share of our Company of face value of ₹10 each was split into face value of ₹1 each. Therefore, the issued, paid-up and subscribed share capital of our Company was sub-divided from Rs 751.000 divided into 75,100 Equity Shares of ₹10 each into Rs 751.000 divided into 751.000 Equity Shares of ₹1 each September 3,755,000 1 NIL N.A. Bonus 4,506,000 3.05 [●] 22, 2008 Issue September 700,000 1 1 Cash Further 5,206,000 0.57 [●] 01, 2009 Issue January 01, 400,000 1 1 Cash Right 5,606,000 0.33 [●] 2011 Issue February 200,000 1 1 Cash Right 5,806,000 0.16 [●] 17, 2012 Issue December 600,000 1 1 Cash Further 6,406,000 0.49 [●] 02, 2013 Issue November 12,812,000 1 NIL N.A. Bonus 19,218,000 10.42 [●] 08, 2014 Issue August 02, 574,713 1 2.61 Cash Prefere 19,792,713 0.47 [●] 2015 ntial allotme nt August 07, 4,396,280 1 2.61 Cash Preferent 24,188,993 3.58 [●] 2015 ial allotment Sub-total 24,188,993 19.68 [●] (B) Vikram Arun Kelkar March 31, 83,500 10 10 Cash Further 83,500 0.68 [●] 2006 Issue August 25, Pursuant to Board Resolution dated August 14, 2008 and shareholders’ resolution dated August 25, 2008, each 2008 Equity Share of our Company of face value of ₹10 each was split into face value of ₹1 each. Therefore, the issued, paid-up and subscribed share capital of our Company was sub-divided from ₹ 835,000 divided into 83,500 Equity Shares of ₹10 each into ₹ 835,000 divided into 835,000 Equity Shares of ₹1 each September 4,175,000 1 NIL N.A. Bonus 5,010,000 3.40 [●] 22, 2008 Issue 130Date of Number of Face value Issue Nature of Nature of Cumulative % of % of allotment/ Equity Shares per Equity Price/Conside consideration allotment number of Pre- Post- acquisition/ allotted/ Share (₹) ration per / transfer Equity Offer Offer transfer transferred Equity Share Shares capital capital (₹) on (₹) fully diluted basis (After Split) (₹) September 775,000 1 1 Cash Further 5,785,000 0.63 [●] 01, 2009 Issue January 01, 450,000 1 1 Cash Right 6,235,000 0.37 [●] 2011 Issue January 01, 275,000 1 1 Cash Transfe 6,510,000 0.22 [●] 2012 r of Equity Shares from Sanjiva ni Dhopes hwarkar February 500,000 1 1 Cash Right 7,010,000 0.41 [●] 17, 2012 Issue December 650,000 1 1 Cash Further 7,660,000 0.53 [●] 02, 2013 Issue November 15,320,000 1 NIL N.A. Bonus 22,980,000 12.46 [●] 08, 2014 Issue August 02, 944,081 1 2.61 Other than Prefere 23,924,081 0.77 [●] 2015 Cash ntial allotme nt August 07, 2,020,963 1 2.61 Cash Preferent 25,945,044 1.64 [●] 2015 ial allotment Sub-total 25,945,044 21.11 [●] (C) Nikhil Arun Kelkar August 25, 1,000 1 1 Cash Transfer 1,000 Neglig [●] 2008 of ible Equity shares from Milapch and Kevadia August 25, 1,000 1 1 Cash Transfer 2,000 Neglig [●] 2008 of Equity ible Shares from Anil Agarwal August 25, 1,000 1 1 Cash Transfer 3,000 Neglig [●] 2008 of Equity ible Shares from Sheela Agarwal 131Date of Number of Face value Issue Nature of Nature of Cumulative % of % of allotment/ Equity Shares per Equity Price/Conside consideration allotment number of Pre- Post- acquisition/ allotted/ Share (₹) ration per / transfer Equity Offer Offer transfer transferred Equity Share Shares capital capital (₹) on (₹) fully diluted basis (After Split) (₹) September 15,000 1 NIL N.A. Bonus 18,000 0.01 [●] 22, 2008 Issue September 700,000 1 1 Cash Further 718,000 0.57 [●] 01, 2009 Issue January 01, 124,000 1 1 Cash Right 842,000 0.10 [●] 2011 Issue January 01, 260,000 1 1 Cash Transfer 1,102,000 0.21 [●] 2012 of Equity Shares from Sanjiva ni Dhopes hwarkar February 175,000 1 1 Cash Right 1,277,000 0.14 [●] 17, 2012 Issue December 600,000 1 1 Cash Further 1,877,000 0.49 [●] 02, 2013 Issue November 3,754,000 1 NIL N.A. Bonus 5,631,000 3.05 [●] 8, 2014 Issue August 02, 766,283 1 2.61 Cash Preferen 6,397,283 0.62 [●] 2015 tial allotme nt August 02, 3,840,230 1 2.61 Other than Preferen 10,237,513 3.12 [●] 2015 Cash tial allotme nt August 07, 2,198,760 1 2.61 Cash Preferenti 12,436,273 1.79 [●] 2015 al allotment October 19, 8,779,795 1 Nil N.A. Transfer 21,216,068 7.14 [●] 2015 of Equity Shares from Anurad ha Arun Kelkar by way of Gift Sub-total 21,216,068 17.26 [●] (D) Total 95,696,511 77.86 [●] (A+B+C+ D) 132Details of the transfer and acquisition of Equity Shares of our Company through secondary transaction for the Promoters, and members of the Promoter Group. Except as disclosed below, our Promoters and members of the Promoter Group have not transferred or acquired Equity Shares of our Company through secondary transactions: Date of Transferor Name of No. of Face Price Nature of transfer allotee/ Equity value per consideration transferee shares of Equity transferred Equity Share shares August 25, Milapchand Kevadia Nikhil Arun 1,000 1 1 Cash 2008 Kelkar August 25, Anil Agarwal Nikhil Arun 1,000 1 1 Cash 2008 Kelkar August 25, Sheela Agarwal Nikhil Arun 1,000 1 1 Cash 2008 Kelkar January 01, Sanjivani Dhopeshwarkar Arun 275,000 1 1 Cash 2 012 Purushottam Kelkar January 01, Sanjivani Dhopeshwarkar Vikram 275,000 1 1 Cash 2012 Arun Kelkar January 01, Sanjivani Dhopeshwarkar Nikhil Arun 260,000 1 1 Cash 2012 Kelkar January 01, Sanjivani Dhopeshwarkar Anuradha 275,000 1 1 Cash 2012 Arun Kelkar October 19, Anuradha Arun Kelkar Nikhil Arun 8,779,795 1 N.A. Gift 2015 Kelkar Set forth below is a list of Shareholders holding 1% or more of the paid-up Equity Share Capital of our Company, as on the date of this Draft Red Herring Prospectus. Sr. No. Name of the Number of Percentage of Number of Equity Percentage of the Shareholder Equity Shares the Equity Shares to be held Equity Share held Share capital upon conversion capital post- (%) of existing CCPS* conversion of CCPS 1. Vikram Arun Kelkar 25,945,044 23.45 25,945,044 21.11 2. Arun Purushottam 24,346,406 22.01 24,346,406 19.81 Kelkar 3. Subhash Purushottam 24,188,993 21.87 24,188,993 19.68 Kelkar 4. Nikhil Arun Kelkar 21,216,068 19.18 21,216,068 17.26 5. Anuradha Arun Kelkar 9,053,059 8.18 9,053,059 7.37 6. Nutan Subhash Kelkar 3,608,142 3.26 3,608,142 2.94 7. Vinay Rajendrakumar - - 3,474,354 2.83 Nagda 8. Arun Goel - - 1,717,908 1.40 9. Aditya Kelkar 1,526,092 1.38 1,526,092 1.24 Total 109,883,804 99.33 115,076,066 93.64 *As on the date of this Draft Red Herring Prospectus, the Company has 12,208,212 Compulsorily Convertible Preference Shares (CCPS) of face value ₹10 each, held by the CCPS holder. These CCPS shall be converted, prior to the filing of the Red Herring Prospectus with the Registrar of Companies, into 12,290,705 equity shares of face value ₹1 each, at a conversion ratio of 1.006757138, in accordance with Regulation 5(2) of the SEBI (ICDR) Regulations 133Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, as of 10 days prior to the date of this Draft Red Herring Prospectus. Sr. No. Name of the Shareholder Number of Percentage of Number of Percentage Equity Shares the Equity Equity Shares of the Equity held Share capital to be held upon Share capital conversion of post- existing CCPS* conversion of CCPS 1. Vikram Arun Kelkar 25,945,044 23.45 25,945,044 21.11 2. Arun Purushottam Kelkar 24,346,406 22.01 24,346,406 19.81 3. Subhash Purushottam 24,188,993 21.87 24,188,993 19.68 Kelkar 4. Nikhil Arun Kelkar 21,216,068 19.18 21,216,068 17.26 5. Anuradha Arun Kelkar 9,053,059 8.18 9,053,059 7.37 6. Nutan Subhash Kelkar 3,608,142 3.26 3,608,142 2.94 7. Vinay Rajendrakumar - - 3,474,354 2.83 Nagda 8. Arun Goel - - 1,717,908 1.40 9. Aditya Kelkar 1,526,092 1.38 1,526,092 1.24 Total 109,883,804 99.33 115,076,066 93.64 *As on the date of this Draft Red Herring Prospectus, the Company has 12,208,212 Compulsorily Convertible Preference Shares (CCPS) of face value ₹10 each, held by the CCPS holder. These CCPS shall be converted, prior to the filing of the Red Herring Prospectus with the Registrar of Companies, into 12,290,705 equity shares of face value ₹1 each, at a conversion ratio of 1.006757138, in accordance with Regulation 5(2) of the SEBI (ICDR) Regulations Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, on a fully diluted basis, as of one year prior to the date of this Draft Red Herring Prospectus. Sr. No. Name of the Shareholder Number of Percentage of Number of Percentage Equity Shares the Equity Equity Shares of the Equity held Share capital to be held upon Share capital conversion of post- existing CCPS* conversion of CCPS 1. Vikram Arun Kelkar 25,945,044 23.45 25,945,044 21.11 2. Arun Purushottam Kelkar 24,346,406 22.01 24,346,406 19.81 3. Subhash Purushottam 24,188,993 21.87 24,188,993 19.68 Kelkar 4. Nikhil Arun Kelkar 21,216,068 19.18 21,216,068 17.26 5. Anuradha Arun Kelkar 9,053,059 8.18 9,053,059 7.37 6. Nutan Subhash Kelkar 3,608,142 3.26 3,474,354 2.94 7. Aditya Kelkar 1,526,092 1.38 3,608,142 1.24 8. Somerset Indus Healthcare 1000 Negligible 12,218,055 9.94 Fund I Limited Total 109,884,804 99.33 122,101,859 99.35 *As on the date of this Draft Red Herring Prospectus, the Company has 12,208,212 Compulsorily Convertible Preference Shares (CCPS) of face value ₹10 each, held by the CCPS holder. These CCPS shall be converted, prior to the filing of the Red Herring Prospectus with the Registrar of Companies, into 12,290,705 equity shares of face value ₹1 each, at a conversion ratio of 1.006757138, in accordance with Regulation 5(2) of the SEBI (ICDR) Regulations Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company, on a fully diluted basis, as of two years prior to the date of this Draft Red Herring Prospectus. 134Sr. No. Name of the Number of Percentage of Number of Percentage of the Shareholder Equity Shares the Equity Equity Shares to Equity Share held Share capital be held upon capital post- conversion of conversion of existing CCPS* CCPS 1. Vikram Arun 25,945,044 23.45 25,945,044 21.11 Kelkar 2. Arun Purushottam 24,346,406 22.01 24,346,406 19.81 Kelkar 3. Subhash 24,188,993 21.87 24,188,993 19.68 Purushottam Kelkar 4. Nikhil Arun Kelkar 21,216,068 19.18 21,216,068 17.26 5. Anuradha Arun 9,053,059 8.18 9,053,059 7.37 Kelkar 6. Nutan Subhash 3,608,142 3.26 3,474,354 2.94 Kelkar 7. Aditya Kelkar 1,526,092 1.38 3,608,142 1.24 8. Somerset Indus 1000 Negligible 12,218,055 9.94 Healthcare Fund I Limited Total 109,884,804 99.33 122,101,859 99.35 *As on the date of this Draft Red Herring Prospectus, the Company has 12,208,212 Compulsorily Convertible Preference Shares (CCPS) of face value ₹10 each, held by the CCPS holder. These CCPS shall be converted, prior to the filing of the Red Herring Prospectus with the Registrar of Companies, into 12,290,705 equity shares of face value ₹1 each, at a conversion ratio of 1.006757138, in accordance with Regulation 5(2) of the SEBI (ICDR) Regulations The aggregate shareholding of the Promoters and Promoter Group No. Name of the Number of Equity Percentage of the Equity Percentage of the Post- Shareholder Shares to be held upon Share capital post- Offer Equity Share conversion of existing conversion of CCPS capital (%) CCPS Promoters 1. Vikram Arun Kelkar 25,945,044 21.11 [●] 2. Arun P urushottam Kelkar 24,346,406 19.81 [●] 3. Subhas h Purushottam 24,188,993 19.68 [●] Kelkar 4. Nikhil Arun Kelkar 21,216,068 17.26 [●] Sub-total (A) 95,696,511 77.86 [●] Promoter Group 5. Anurad5ha Arun Kelkar 9,053,059 7.37 [●] . 6. Nutan S6ubhash Kelkar 3,608,142 2.94 [●] . 7. Aditya 7Kelkar 1,526,092 1.24 [●] . Sub-total (B) 14,187,293 11.55 [●] Total (A+B) 109,883,804 89.41 [●] Aggregate pre-Offer shareholding of our Promoters, members of our Promoter Group and Selling Shareholders as a percentage of our paid-up equity share capital The aggregate pre-Offer shareholding of our Promoters and members of our Promoter Group as a percentage of the pre-Offer paid-up equity share capital of the Company is set out below: 135S.No Pre-Offer shareholding as on date of this Post-Offer shareholding as at Allotment Draft Red Herring Prospectus Shareholders Number Percentage of At the lower end of the At the upper end of the price of Equity the pre- Offer price band band (₹[●]) Shares Equity Share (₹[●]) capital (%)(1) Number of Shareholdin Number of Shareholding (in Equity g (in %)(1) Equity %)(1) (2) Shares (2) Shares(1) (2) (1) (2) Promoter 1. Vikram Arun 25,945,044 21.11 [●] [●] [●] [●] Kelkar 2. Arun Purushottam 24,346,406 19.81 [●] [●] [●] [●] Kelkar 3. Subhash 24,188,993 19.68 [●] [●] [●] [●] Purushottam Kelkar 4. Nikhil Arun 21,216,068 17.26 [●] [●] [●] [●] Kelkar Sub-total (A) 95,696,511 77.86 [●] [●] [●] [●] Promoter Group 1. Anuradha Arun 9,053,059 7.37 [●] [●] [●] [●] Kelkar 2. Nutan Subhash 3,608,142 2.94 [●] [●] [●] [●] Kelkar 3. Aditya Kelkar 1,526,092 1.24 [●] [●] [●] [●] Sub-total (B) 14,187,293 11.55 [●] [●] [●] [●] Additional top 10 shareholders 1. [●] [●] [●] [●] [●] [●] [●] 2. [●] [●] [●] [●] [●] [●] [●] 3. [●] [●] [●] [●] [●] [●] [●] 4. [●] [●] [●] [●] [●] [●] [●] 5. [●] [●] [●] [●] [●] [●] [●] 6. [●] [●] [●] [●] [●] [●] [●] 7. [●] [●] [●] [●] [●] [●] [●] 8. [●] [●] [●] [●] [●] [●] [●] 9. [●] [●] [●] [●] [●] [●] [●] 10. [●] [●] [●] [●] [●] [●] [●] Total (D=A+B+C) [●] [●] [●] [●] [●] [●] Notes: (1) Includes all options that have been exercised until date of prospectus and any transfers of equity shares by existing shareholders after the date of the pre- offer and price band advertisement until date of prospectus. (2) To be updated on the basis of Offer Price of ₹ [●] and subject to finalization of the basis of allotment. The number of specified securities purchased or sold by the Promoter Group and/ or by the Directors of our Company and their relatives in the preceding six months. None of the members of our Promoter Group, our Promoters, our Directors, or any of their respective relatives, as applicable, have purchased or sold any securities of our Company during the period of six (6) months immediately preceding the date of this Draft Red Herring Prospectus. Details of lock-in Arun Purushottam Kelkar, Subhash Purushottam Kelkar, Vikram Arun Kelkar and Nikhil Arun Kelkar are the Promoters of our Company in terms of the SEBI ICDR Regulations and the Companies Act, 2013. Accordingly, in terms of Regulation 14(1) of the SEBI ICDR Regulations, the said Promoters have complied with the requirement of minimum promoter’s contribution in this Offer and in terms of Regulation 16(1)(a) the following Equity Shares are locked in for a period of eighteen (18) months pursuant to the Offer. 136Name of Number of Date of Nature of Face Value Issue/ Percentage Percentage Date up to Promoters Equity allotment transaction per Equity Acquisition of the pre- of the post- which Shares of Equity Share (₹) price per Offer paid- Offer paid- Equity locked-in Shares and Equity up capital up capital Shares are when made Share (₹) (%) (%) subject to fully paid- lock-in up Arun [●] [●] [●] [●] [●] [●] [●] [●] Purushottam Kelkar Subhash [●] [●] [●] [●] [●] [●] [●] [●] Purushottam Kelkar Vikram [●] [●] [●] [●] [●] [●] [●] [●] Arun Kelkar Nikhil Arun [●] [●] [●] [●] [●] [●] [●] [●] Kelkar Total [●] [●] [●] [●] The shareholding of the Promoters in excess of 20% of the fully diluted post- Offer Equity Share capital shall be locked in for a period of six (6) months from the date of Allotment, except for any Equity Shares held by the employees (whether currently employees or not and including the legal heirs or nominees of any deceased employees or ex-employees) of our Company which have been or will be allotted to them under the ESOP 2018. Our Company undertakes that the Equity Shares that are being locked-in are not ineligible for computation of Promoter’s contribution in terms of Regulation 15 of the SEBI ICDR Regulations. In this connection, please note that: The Equity Shares issued for Promoter’s contribution do not include (i) Equity Shares acquired in the three immediately preceding years for consideration other than cash and revaluation of assets or capitalisation of intangible assets was involved in such transaction, (ii) Equity Shares resulting from bonus issue by utilisation of revaluation reserves or unrealised profits of our Company or bonus shares issued against Equity Shares, which are otherwise ineligible for computation of minimum Promoter’s contribution. The minimum Promoter’s contribution does not include any Equity Shares acquired during the immediately preceding one year at a price lower than the price at which the Equity Shares are being issued to the public in the Offer. As on the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters is pledged. All the Equity Shares held by our Promoters are in dematerialised form. In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are locked- in as per Regulation 16 of the SEBI ICDR Regulations, may be transferred to the other Promoters or any member of our Promoter Group or a new promoter, subject to continuation of lock-in applicable with the transferee for the remaining period (and such transferees shall not be eligible to transfer until the expiry of the lock-in period) and compliance with provisions of the Takeover Regulations. Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons (other than our Promoters) prior to the Offer and locked-in for a period of six (6) months, may be transferred to any other person holding Equity Shares which are locked-in along with the Equity Shares proposed to be transferred, subject to the continuation of the lock-in with the transferee for the remaining period (and such transferees shall not be eligible to transfer until the expiry of the lock-in period) and compliance with the provisions of the Takeover Regulations. There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our Directors and their relatives have financed the purchase by any other person of securities of our Company during the six months immediately preceding the date of filing of this Draft Red Herring Prospectus. 137There shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to the Anchor Investors from the date of Allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares Allotted to the Anchor Investors from the date of Allotment. Except for the allotment of Equity Shares pursuant to the Offer, our Company presently does not intend or propose to alter its capital structure for a period of six months from the Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares, or by way of further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares), whether on a preferential basis, or by way of issue of bonus shares, or on a rights basis, or by way of further public issue of Equity Shares, or otherwise. However, if our Company enters into acquisitions, joint ventures or other arrangements, our Company may, subject to necessary approvals, consider raising additional capital to fund such activity or use Equity Shares as currency for acquisitions or participation in such joint ventures. Our Company, our Directors and the Book Running Lead Managers have no existing buy-back arrangements or any other similar arrangements for the purchase of Equity Shares being offered through the Offer. All Equity Shares offered pursuant to the Offer shall be fully paid-up at the time of Allotment and there are no partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus. Further, our Promoters have not pledged any of the Equity Shares that they hold in our Company. As on the date of this Draft Red Herring Prospectus, the Book Running Lead Managers and their respective associates (as defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares of our Company. Further, none of the Shareholders, the Company, its Promoters, its Directors, its Key Managerial Personnel and Senior Management, its Subsidiaries or members of its Promoter Group are are directly/indirectly related with the Book Running Lead Managers and their associates. The Book Running Lead Managers and their affiliates may engage in the transactions with and perform services for our Company in the ordinary course of business or may in the future engage in commercial banking and investment banking transactions with our Company for which they may in the future receive customary compensation. Except for the outstanding 12,208,212 Compulsorily Convertible Preference Shares (“CCPS”), which are convertible into Equity Shares, there are no outstanding convertible securities, options or rights to convert debentures, loans or other instruments into Equity Shares as on the date of this Draft Red Herring Prospectus. No person connected with the Offer, including, but not limited to the BRLMs, the Syndicate Members, our Company, Selling Shareholders, Promoters, members of Promoter Group, our Directors, our Key Managerial Personnel, members of Senior Management or Group Companies, shall offer or make payment of any incentive, direct or indirect, in the nature of discount, commission and allowance, except for fees or commission for services rendered in relation to the Offer, in any manner, whether in cash or kind or services or otherwise, to any Bidder for making a Bid. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time. Our Company undertakes that at time of Red Herring Prospectus, there shall be only one denomination for our Equity Shares, unless otherwise permitted by law. Our Promoter and the members of our Promoter Group will not participate in this Offer Our Company has not made any public issue since its incorporation. Except as stated in the “Risk Factor – 54 There may have been certain instances of non-compliances with respect to certain corporate actions taken by our Company in the past. Consequently, we may be subject to regulatory actions and penalties” on page 79, our Company is in compliance with the Companies Act, 2013, to the extent applicable, with respect to issuance of Equity Shares from the date of incorporation of our Company till the date of filing of this Draft Red Herring Prospectus. Our Company shall ensure that all transactions in securities by the Promoters and Promoter Group between the date of filing of the draft offer document or offer document, as the case may be, and the date of closure of the offer shall be reported to the stock exchange(s), within twenty-four hours of such transactions. 138OBJECTS OF THE OFFER The objects of the Offer are to (i) carry out the Offer for Sale of up to 30,859,704 Equity Shares bearing face value of ₹1 each by the Selling Shareholders aggregating up to ₹ [●] million; and (ii) achieve the benefits of listing the Equity Shares on the Stock Exchanges. Set forth hereunder are the details of the number of Equity Shares offered by each of the Selling Shareholders in the Offer: Name of the Selling Shareholder Maximum number of Offered Shares Up to 1,536,477 Equity Shares bearing face value of ₹1 each Arun Purushottam Kelkar aggregating to ₹ [●] million. Up to 24,188,993 Equity Shares bearing face value of ₹1 each Subhash Purushottam Kelkar aggregating to ₹ [●] million. Up to 3,608,142 Equity Shares bearing face value of ₹1 each Nutan Subhash Kelkar aggregating to ₹ [●] million. Up to 1,526,092 Equity Shares bearing face value of ₹1 each Aditya Kelkar aggregating to ₹ [●] million. Further, our Company expects that the proposed listing of its Equity Shares will enhance our visibility and brand image as well as provide liquidity and a public market for the Equity Shares in India. Our Company will not receive any proceeds from the Offer. For details of Offered Shares from the Selling Shareholders, see “The Offer” on page 96. Utilisation of the Offer Proceeds by the Selling Shareholder Our Company will not receive any proceeds from the Offer (“Offer Proceeds”) and all such Offer Proceeds (net of any Offer related expenses to be borne by the Selling Shareholders) will go to the Selling Shareholders, in proportion to the Offered Shares sold by the respective Selling Shareholder as part of the Offer. For details of the Selling Shareholders and the number of Equity Shares offered by the Selling Shareholders in the Offer see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 96 and 471 respectively. Offer-related Expenses The Offer expenses are estimated to be approximately ₹ [●] million. Such expenses include, among others, listing fees, underwriting fees, selling commission, fees payable to the Book Running Lead Managers (“BRLMs”), legal counsel fees, fees payable to the Registrar to the Offer, Banker(s) to the Offer, processing fees payable to SCSBs for ASBA applications, brokerage and selling commission payable to Registered Brokers, RTAs and CDPs, printing and stationery costs, advertising and marketing expenses, and other miscellaneous expenses relating to the listing of the Equity Shares on the Stock Exchanges. All costs, fees, and expenses in relation to the Offer shall be borne solely by the Selling Shareholders. The expenses directly attributable to the portion of the Offer for Sale shall be borne by the respective Selling Shareholders, and the estimated expenses will be deducted from the Offer Proceeds, as appropriate, with only the balance amount being paid to the Selling Shareholders in proportion to their respective portion of the Offered Shares, in accordance with Section 28(3) of the Companies Act, 2013. The break-up for the Offer expenses is as follows: Activity Estimated As a % of the total As a % of the total expenses^ (in ₹ estimated Offer Offer size^ million) expenses^ Book Running Lead Managers’ fees and commission [●] [●] [●] (including underwriting commission), brokerage and selling commission, as applicable, Brokerage, commission/processing fee for SCSBs, Sponsor [●] [●] [●] Bank and Bankers to the Offer. Brokerage, and bidding charges for Members of the Syndicate, Registered Brokers, RTAs and CDPs (1)(2)(3)(4) Fees payable to the Registrar to the Offer [●] [●] [●] 139Activity Estimated As a % of the total As a % of the total expenses^ (in ₹ estimated Offer Offer size^ million) expenses^ Others [●] [●] [●] 1. Listing fees, SEBI filing fees, upload fees, BSE & [●] [●] [●] NSE processing fees, book building software fees and other regulatory expenses 2. Printing and distribution of issue stationery [●] [●] [●] 3. Advertising and marketing expenses [●] [●] [●] 4. Fees payable to legal counsels [●] [●] [●] 5. Fees payable to statutory auditors for the Offer [●] [●] [●] 6. Fees payable to other advisors to the Offer* [●] [●] [●] 7. Miscellaneous [●] [●] [●] Total estimated Offer expenses [●] [●] [●] ^Offer expenses include applicable taxes, where applicable. Offer expenses will be incorporated at the time of filing of the Prospectus. Offer expenses are estimates and are subject to change. *Other advisors to the Offer include, inter alia, industry agency, namely, CARE for the services rendered by them for the Offer. (1) Selling commission payable to the SCSBs on the portion for Retail Individual Bidders,Non-institutional Bidders and Eligible Employees which are directly procured and uploaded by the SCSBs, would be as follows: Portion for RIBs* [●]% of the Amount Allotted (plus applicable taxes) Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes) *Amount Allotted is the product of the number of Equity Shares of face value ₹1 each Allotted and the Offer Price. (2) Selling commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE. No processing fees shall be payable by the Selling Shareholders to the SCSBs on the applications directly procured by them. Processing fees payable to the SCSBs of ₹[●] per valid application (plus applicable taxes) for processing the Bid cum Application Form for Non-Institutional Investors which are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for blocking (3) No uploading/processing fees shall be payable by our Company and the Selling Shareholder to the SCSBs on the application directly procured by them. Processing fees payable to the SCSBs on the portion for Retail Individual Bidders and Non-Institutional Bidders (excluding UPI Bids) which are procured by the members of the Syndicate / sub-Syndicate / Registered Broker /RTAs / CDPs and submitted to SCSB for blocking, would be as follows Portion for Retail Individual Bidders* ₹[●] per valid application (plus applicable taxes) Portion for Non-Institutional Bidders* ₹[●] per valid application (plus applicable taxes) * Based on valid Bid cum Application forms (4) Processing fees for applications made by UPI Bidders using the UPI Mechanism would be as follows: Members of the Syndicate / RTAs / CDPs* ₹[●] per valid application (plus applicable taxes) Sponsor Bank* ₹[●] per valid application (plus applicable taxes) The Sponsor Bank shall be responsible for making payments to the third parties such as remitter bank, NPCI and such other parties as required in connection with the performance of its duties under applicable SEBI circulars, agreements and other Applicable Laws * Based on valid Bid cum Application forms (5) Brokerage, selling commission and processing/uploading charges on the portion for UPI Bidders, Retail Individual Bidders, and Non- Institutional Bidders which are procured by members of the Syndicate (including their sub-Syndicate members), RTAs and CDPs or for using 3-in-1 type accounts-linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate (including their sub-Syndicate members) would be as follows: Portion for UPI Bidders* [●]% of the Amount Allotted (plus applicable taxes) Portion for Retail Individual Bidders* [●]% of the Amount Allotted (plus applicable taxes) Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes) *Based on valid Bid cum Application form (6) The selling commission payable to the Syndicate / sub-Syndicate Members will be determined on the basis of the application form number / series, provided that the application is also bid by the respective Syndicate / sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the application form number / serie of a Syndicate / sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / sub-Syndicate Member. (7) Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the portion for Retail Individual Bidders and Non-Institutional Bidders which are procured by them and submitted to SCSB for blocking, would be as follows: ₹[●]plus applicable taxes, per valid application bid by the Syndicate (including their sub-Syndicate Members), RTAs and CDPs. The selling commission and bidding charges payable to Registered Brokers the RTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE. Bidding charges payable to the Registered Brokers, RTAs/CDPs on the portion for Retail Individual Bidders, Non-Institutional Bidders and Eligible Employees which are directly procured by the Registered 140Broker or RTAs or CDPs and submitted to SCSB for processing, would be as follows: Portion for Retail Individual Bidders* [●]% of the Amount Allotted (plus applicable taxes) Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes) *Based on valid Bid cum Application Forms (1) Selling commission payable to the SCSBs on the portion for RIBs, and Non-Institutional Bidders which are directly procured by the SCSBs, would be as follows: Portion for RIBs* [●]% of the Amount Allotted (plus applicable taxes) Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes) *Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE. (2) No processing fees shall be payable by our Company and the Selling Shareholders to the SCSBs on the applications directly procured by them. Processing fees payable to the SCSBs on the portion for RIBs and Non-Institutional Bidders which are procured by the members of the Syndicate/sub- Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for blocking, would be as follows: Portion for RIBs* ₹[●] per valid application (plus applicable taxes) Portion for Non-Institutional Bidders ₹[●] per valid application (plus applicable taxes) *The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the SCSBs only after such SCSBs provide a written confirmation on compliance with SEBI ICDR Master Circular. (3) Selling commission on the portion for RIBs, and Non-Institutional Bidders which are procured by members of the Syndicate (including their sub- Syndicate Members), Registered Brokers, RTAs and CDPs would be as follows: Portion for RIBs [●]% of the Amount Allotted* (plus applicable taxes) Portion for Non-Institutional Bidders [●]% of the Amount Allotted* (plus applicable taxes) *Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the application form number / series, provided that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the selling commission will be payable to the SCSB and not the Syndicate / Sub-Syndicate Member. Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the portion for RIBs and Non- Institutional Bidders which are procured by them and submitted to SCSB for blocking, would be as follows: ₹[●] plus applicable taxes, per valid application bid by the Syndicate (including their sub-Syndicate Members), RTAs and CDPs. The selling commission and bidding charges payable to Registered Brokers the RTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE. Bidding charges payable to the Registered Brokers, RTAs/CDPs on the portion for RIBs, and Non-Institutional Bidders which are directly procured by the Registered Broker or RTAs or CDPs and submitted to SCSB for processing, would be as follows: Portion for RIBs* ₹[●] per valid application (plus applicable taxes) Portion for Non-Institutional Bidders* ₹[●] per valid application (plus applicable taxes) * Based on valid applications (4) Processing fees for applications made by RIBs using the UPI Mechanism would be as under: Members of the Syndicate / RTAs / CDPs ₹[●] per valid application (plus applicable taxes) Sponsor Bank ₹[●] per valid application (plus applicable taxes) The Sponsor Bank shall be responsible for making payments to the third parties such as remitter bank, NPCI and such other parties as required in connection with the performance of its duties under applicable SEBI circulars, agreements and other Applicable Laws All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow and Sponsor Bank Agreement. Monitoring Utilization of Funds Since the Offer is an offer for sale and our Company will not receive any proceeds from the Offer, our Company is not required to appoint a monitoring agency for the Offer. Other confirmations There is no arrangement whereby any portion of the Offer Proceeds will be paid to our Promoters, Promoter Group, Subsidiaries, Directors, Key Managerial Personnel or Senior Management, or our Group Companies, except for the proceeds from Offer for Sale pursuant to the sale of the Offered Shares proposed to be sold in the Offer. 141BASIS FOR THE OFFER PRICE The Price Band, Floor Price and Offer Price will be determined by our Company, in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of the quantitative and qualitative factors described below. The face value of the Equity Shares is ₹ 1 each and the Offer Price is [●] times the Floor Price and [●] times the Cap Price, and Floor Price is [●] times the face value and the Cap Price is [●] times the face value. Investors should read the following basis with the section titled “Risk Factors” and chapters titled “Restated Consolidated Financial Information”, “Management’s Discussion and Analysis of Financial Position and Results of Operations” and “Our Business” beginning on page 38, 337, 421 and 225 of this Draft Red Herring Prospectus respectively, of this Draft Red Herring Prospectus to get a more informed view before making any investment decisions. Qualitative Factors We believe the following business strengths allow us to successfully compete in the industry: • Pioneer in micronutrient premix formulations business in the South Asia and the market leader in customised premix formulations in India; • We have leading brands in wellness and clinical nutrition • Long standing relationships with marquee clients leading to recurring revenues and repeat orders • Strong R&D capabilities with focus on innovation • Extensive manufacturing capabilities of products with stringent quality and food safety procedures • Well established pan India omnichannel distribution with presence across various geographies • Professional turned entrepreneur promoters with experienced management team and backed by a reputed institutional investor; and • Track record of growth in financial performance For details, please see the section entitled “Our Business” on page 225. Quantitative Factors (Based on Restated Consolidated Financial Information) Information presented below is derived from our Company’s Restated Consolidated Financial Information prepared in accordance with Indian Accounting Standards. For details, see “Financial Information” on page 337. Investors should evaluate our Company and form their decisions taking into consideration its earnings and based on its growth strategy. Some of the quantitative factors, which form the basis for computing the offer price, are as follows: 1. Basic & Diluted Earnings Per Share (EPS): Period Basic EPS (In ₹) Diluted EPS (In ₹) Weights Fiscal year ended March 31, 2023 0.51 0.47 1 Fiscal year ended March 31, 2024 1.10 0.99 2 Fiscal year ended March 31, 2025 1.75 1.75* 3 Weighted Average 1.33 1.28 *Diluted Earnings Per Share is the same as Basic Earnings Per Share, as the effect of potential equity shares is anti-dilutive Notes: (1) Restated basic and diluted earnings/ (loss) per equity share (in ₹) are computed in accordance with Indian Accounting Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended). The face value of Equity Share of our Company is ₹ 1. (2) Basic EPS is calculated by dividing the profit for the period/year attributable to owners of our Company by the weighted average number of equity shares. (3) Diluted EPS is calculated by dividing the profit for the period/year attributable to owners of our Company by the weighted average number of equity shares adjusted for effect of dilution. Weighted average means aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x weight) for each period/year divided by total of weights. Weights applied have been determined by the management of our Company, highest weight has been given to latest year, and lowest weight has been assigned to earliest year. 1422. Price/Earning (P/E) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share: Particulars P/E at the Floor P/E at the Cap Price (number of Price (number of times)* times)* P/E ratio based on Basic EPS for Financial Year 2025 [●] [●] P/E ratio based on Diluted EPS for Financial Year 2025 [●] [●] *To be updated on finalization of price band. Note: Price / earning (P/E) ratio is computed by dividing the price per share by earnings per share Industry Peer Group P/E ratio Particulars Industry P/E (Number of times) Industry Highest (Nestle India Limited) 71.44 Lowest (Zydus Wellness Limited) 45.64 Average 58.54 Notes: 1. The Industry high and low has been considered from the industry peer set provided later in this section. The industry composite has been calculated as the arithmetic average P / E of the industry peer set disclosed in this section i.e. Nestlé India Limited and Zydus Wellness Limited. 2. P/E Ratio has been computed based on the closing market price of equity shares on the NSE website on September 22, 2025 divided by the Diluted EPS for the period ended March 31, 2025. 3. All the financial information for listed industry peers mentioned above is sourced from the Annual Report of the relevant companies for Fiscal 2025, as available on the websites of the NSE. 3. Return on Net Worth (RoNW): Period Return on Net Worth (%) Weights Fiscal year ended March 31, 2023 3.55 1 Fiscal year ended March 31, 2024 6.93 2 Fiscal year ended March 31, 2025 12.46 3 Weighted Average 9.13 Source: Restated Consolidated Financial Information Notes: a. Weighted Average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. sum of (RoNW x Weight) for each year / Total of weights. b. The figures disclosed above are based on the Restated Consolidated Financial Information of our Company. c. Return on Net Worth (%) = Restated Profit/(loss) attributable to owners of the company/ net worth at the end of the year/ period. d. Net worth means the aggregate value of the paid up share capital of the Company and all reserves created out of profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, miscellaneous expenditure not written off, as per the Restated Consolidated Financial Information, but does not include reserves created out of revaluation of assets, capital reserve, foreign currency translation reserve, write-back of depreciation as at period /year end, as per the Restated Consolidated Financial Information of the Company. 4. Net Asset Value (NAV) per Equity Share: Particulars NAV (in ₹) As at March 31, 2025 15.91 After completion of the Issue (i) At Floor Price [●] (ii) At Cap Price [●] Offer Price per equity share [●] Notes: 1. Net Asset Value per Equity Share is computed as equity attributable to owners of the company divided by weighted average number of shares considered for computing Diluted Earnings Per Share EPS. 2. Net worth means the aggregate value of the paid up share capital of the Company and all reserves created out of profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, miscellaneous expenditure not written off, as per the Restated Consolidated Financial Information, but does not include reserves created out of revaluation of assets, capital reserve, foreign currency translation reserve, write- 143back of depreciation as at period /year end, as per the Restated Consolidated Financial Information of the Company. 3. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by the number of Equity Shares issued during the period/year multiplied by the time weighing factor. The time weighing factor is the number of days for which the specific shares are outstanding as a proportion of total number of days during the period/year also adjusted for the effect of dilution on conversion of CCPS. 5. Peer Competitors - Comparison of Accounting Ratios: Our Company is in the Nutraceutical industry. We believe that none of the listed companies in India are exclusively engaged in the portfolio of business similar to ours. However, we have considered such companies who have Nutraceutical as one of their business segments as our peers Name of For the year ended March 31, 2025 the Face Revenue from Basic Diluted P/E (based Return NAV per Company value operations (₹ EPS EPS on Diluted on net Equity (₹) in Million) (₹) (₹) EPS) (1) worth Share (₹) (%) Hexagon 1 3,249.29 1.75 1.75 [●] 12.46 15.91 Nutrition Limited Peer Group Zydus 2 27,089.00 10.90 10.90 45.64 6.12 178.26 Wellness Limited* Nestlé 1 202,015.60 16.63 16.63 71.44 77.91 21.35 India Limited^ Source: All the financial information for listed industry peers mentioned above is on a Consolidated basis sourced from the Annual Reports of the peer company or their financial results uploaded on the NSE website for the year ended March 31, 2025. *The number of shares used in calculating Basic EPS, Diluted EPS, and NAV per Equity Share has been adjusted to reflect the Split of shares. ^ The number of shares used in calculating Basic EPS, Diluted EPS, and NAV per Equity Share has been adjusted to reflect the bonus issue of shares. Notes: 1. P/E Ratio has been computed based on the closing market price of equity shares on the NSE on September 22, 2025 divided by the Diluted EPS of March 31, 2025. 2. RoNW is computed as net profit after tax divided by the closing net worth.Net worth means the aggregate value of the paid up share capital of the Company and all reserves created out of profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, miscellaneous expenditure not written off, as per the Restated Consolidated Financial Information, but does not include reserves created out of revaluation of assets, capital reserve, foreign currency translation reserve, write-back of depreciation as at period /year end, as per the Restated Consolidated Financial Information of the Company. 3. NAV is computed as the closing net worth divided by the weighted average number of equity shares on fully diluted basis. Investors should read the above mentioned information along with “Risk Factors”, “Our Business”, “Management Discussion and Analysis of Financial Position and Results of Operations” and “Financial Information” on pages 38, 225, 421 and 337 of this Draft Red Herring Prospectus respectively, to have a more informed view. The trading price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors” and you may lose all or part of your investments. 6. Key Operational and Financial Performance Indicators: The KPIs disclosed below have been used historically by our Company to understand and analyse the business performance, which in result, help us in analysing the growth of the business. Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once in a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the date of listing of the Equity Shares on the Stock Exchange or for such other duration as may be required under the SEBI ICDR Regulations. The criteria for disclosing KPIs until complete utilisation of the proceeds of the Offer is not applicable given that the Offer comprises only of offer for sale. 144The KPIs of our Company have been disclosed in the sections titled “Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations – Key Performance Indicators” on pages 225 and 421 respectively. We have described and defined the KPIs as applicable in “Definitions and Abbreviations” on page 1. Definition for above Key Performance Indicators Financial Key Performance Indicator Key Performance Definition Indicator Revenue from “Revenue from Operations” refers to the income earned by the Company from its core Operations (₹ operating activities, excluding other income. Million) Total Revenue “Total Revenue” denotes the aggregate revenue generated by the Company, including (₹ Million) Revenue from Operations and other income, during a given period. EBITDA (₹ Million) “EBITDA” (Earnings Before Interest, Tax, Depreciation and Amortisation) provides information regarding the operational efficiency of the business by reflecting profits from core operations before accounting for financing and non-cash expenses. EBITDA Margin “EBITDA Margin” means EBITDA as a percentage of Revenue from Operations, (%) indicating the operational profitability and financial performance of the Company. Profit After Tax (₹ “Profit After Tax” refers to the net profit of the Company after accounting for income Million) tax, reflecting its overall profitability for the period. PAT Margin (%) “PAT Margin” means Profit After Tax expressed as a percentage of Total Revenue, serving as an indicator of overall profitability and financial performance. Return on Equity “Return on Equity” represents the profit attributable to shareholders as a percentage of (RoE) (%) average shareholders’ equity, showing how efficiently the Company generates profits from shareholders’ funds. Debt-to-Equity Ratio “Debt-to-Equity Ratio” indicates the relationship between total borrowings and shareholders’ equity, and is used to evaluate the financial leverage of the Company. Interest Coverage “Interest Coverage Ratio” measures the Company’s ability to meet its interest Ratio obligations and is calculated as earnings before interest and tax divided by interest expenses. Return on Capital “RoCE” is calculated as Profit Before Tax plus Finance Costs divided by the sum of Employed (RoCE) total equity and borrowings (current and non-current), indicating the efficiency with (%) which capital is employed. Current Ratio “Current Ratio” means the ratio of current assets to current liabilities, measuring the Company’s ability to meet its short-term obligations. Net Working Capital “Net Working Capital Turnover Ratio” is used to assess how effectively the Company Turnover Ratio utilises its working capital to generate revenue. Operational Key Performance Indicator Key Performance Definition Indicator Capacity Utilisation “Capacity Utilisation” indicates the percentage of installed capacity that has been (%) actually used for production or processing during a specified period. Number of “Number of Customers Served” means the total count of customers who purchased Customers Served products during a specific period, reflecting the Company’s customer base and market reach. Number of Repeated “Number of Repeated Customers” refers to the count of customers who made more than Customers one purchase within a period, highlighting customer loyalty and retention. Revenue from Top “Revenue from Top 10 Customers” denotes the aggregate revenue contributed by the 10 Customers Company’s ten largest customers, ranked by revenue, on a consolidated basis. Segment-wise “Segment-wise Revenue” refers to the breakdown of revenue by business segments as Revenue identified and reported by the Company, presenting the contribution of each segment to overall revenue. 145Explanation for all the above KPIs: Financial KPIs Key metrics Explanation Revenue from Revenue from Operations is used by our management to track the revenue profile of Operations (₹ Millions) the business and in turn helps assess the overall financial performance of our Company and size of our business. Total Revenue Total Revenue is used to track the total revenue generated by the business including other income. EBITDA (₹ Millions) EBITDA provides information regarding the operational efficiency of the business. EBITDA Margin (%) EBITDA Margin is an indicator of the operational profitability and financial performance of our business. Profit after Tax (₹ Profit after tax provides information regarding the overall profitability of the Millions) business. PAT Margin PAT Margin is an indicator of the overall profitability and financial performance of our business. RoE (%) RoE provides how efficiently our Company generates profits from shareholders’ funds. Debt To Equity Ratio Debt-to-equity (D/E) ratio is used to evaluate a company’s financial leverage. Interest Coverage Ratio The interest coverage ratio is a debt and profitability ratio used to determine how easily a company can pay interest on its outstanding debt. Return on Capital It is calculated as profit before tax plus finance costs divided by total equity plus employed (RoCE) (%) non-current and current borrowings. Current Ratio It tells management how business can maximize the current assets on its balance sheet to satisfy its current debt and other payables. Net Working Capital This metric enables us to track how effectively company is utilizing its working Turnover capital to generate revenue. Operational KPIs Capacity Utilization (%) It means the % of the capacity actually utilized for the given period Capacity Utilization (%)It represents the total count of customers who have purchased products It indicates the number of customers who have made more than one purchase during a specific period, multiple times, reflecting customer loyalty and retention. showing the business’s reach and customer base size.Number of customers served Number of repeated Revenue generated from Top 10 customers of the company on consolidated basis. customers Revenue from top 10 Segment wise revenue based on the segments identified by the company. customers Segment wise Revenue It means the % of the capacity actually utilized for the given period The KPIs disclosed below have been approved by a resolution of our Audit Committee dated September 23, 2025 and the members of the Audit Committee have verified the details of all KPIs pertaining to the Company. Further, the members of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have been disclosed to any investors at any point of time during the three years period prior to the date of filing of this DRHP. Further, the KPIs herein have been certified by S K Patodia & Associates LLP, by their certificate dated September 23, 2025. 146(₹ in million) Financial Metrics As at and for the year ended March 31, 2025 March 31, 2024 March 31, 2023 Revenue From operations (₹ in 3,249.29 2,977.31 2,785.01 Million)(b) Total revenue (₹ in Million) 3,312.87 3,046.21 2,816.46 EBITDA (₹ in Million)(c) 400.72 248.77 171.74 EBITDA Margin (%)(d) 12.33% 8.36% 6.17% Profit after tax (₹ in Million) 243.77 122.14 58.24 PAT Margin (%)(e) 7.36% 4.01% 2.07% Return on Equity (ROE) (%)(f) 10.47% 7.21% 3.50% Debt To Equity Ratio(g) 0.14 0.21 0.32 Interest Coverage Ratio(h) 9.54 5.70 3.82 Return on Capital Employed 17.06% 11.12% 5.94% (ROCE) (%)(i) Current Ratio(j) 3.49 2.98 1.93 Net Working Capital Turnover 2.48 2.51 2.59 Ratio(k) Capacity Utilization (%)(l) 30.03% 29.53% 31.07% Number of customers served(m) 456 491 462 Number of repeated customers(n) 294 284 246 Revenue from top 10 customers(o) 1490.49 1453.69 1271.29 Branded nutrition 920.94 710.65 626.99 products (B2C Segment segment) wise Premix formulations 1,546.95 1,333.13 1,527.99 Revenue (B2B2C segment) RUFs/ MNPs (ESG 778.44 930.74 627.83 segment) Notes: a) As certified by Statutory Auditors of our Company by way of certificate dated September 23, 2025. The Audit committee in its resolution dated September 23, 2025 has confirmed that the Company has not disclosed any KPIs to any investors at any point of time during the three years preceding the date of this Draft Red Herring Prospectus other than as disclosed in this section. b) Revenue from Operations means the Revenue from Operations as appearing in the Restated Consolidated Financial Statements. c) EBITDA refers to earnings before interest, taxes, depreciation, amortization and gain or loss from discontinued operations. EBITDA excludes other income but includes reversal of provision of doubtful debts. d) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during that period. e) PAT Margin quantifies our efficiency in generating profits from our revenue and is calculated by dividing our net profit after taxes but before other comprehensive income by our total revenue. f) Return on equity (RoE) is equal to profit after tax excluding preference dividend for the year divided by the average shareholders’ equity as on reporting date and is expressed as a percentage. g) Debt to equity ratio is calculated by dividing the total debt by shareholders’ equity. h) Interest Coverage Ratio measures our ability to make interest payments from available earnings and is calculated by dividing EBIT by interest cost payment. i) RoCE (Return on Capital Employed) (%) is calculated as profit before tax plus finance costs divided by total equity plus non-current liabilities and current liabilities. j) Current Ratio is a liquidity ratio that measures our ability to pay short-term obligations (those which are due within one year) and is calculated by dividing the current assets by current liabilities. k) Net Working Capital Turnover Ratio quantifies our effectiveness in utilizing our working capital and is calculated by dividing our revenue from operations by our working capital (i.e., current assets less current liabilities). l) Capacity Utilisation (%) is the percentage of installed production capacity actually used during the period. m) Number of Customers Served indicates the total customers reached through the company’s products or services in the period. n) Number of repeated customers represents customers who have made repeat purchases during the reporting period, indicating recurring business. o) Revenue generated from Top 10 customers of the company on consolidated basis. See “Management Discussion and Analysis of Financial Position and Results of Operations” on page 421 for the reconciliation and the manner of calculation of our key financial performance indicators. 1477. Comparison of financial KPIs of our Company and our listed peer. Metric Hexagon Nutrition Limited Zydus Wellness Limited** As at and for the year ended As at and for the year ended March 31, March 31, March 31, March 31, March 31, March 31, 2025 2024 2023 2025 2024 2023 Revenue 3,249.29 2,977.31 2,785.01 27,089.00 23,278.00 22,548.00 From operations (₹ in Million)(a) Total revenue 3,312.87 3,046.21 2,816.46 27,225.00 23,417.00 22,597.00 (₹ in million) EBITDA (₹ 400.72 248.77 171.74 3,797.00 3,082.00 3,371.50 in Millions)(b) EBITDA 12.33% 8.36% 6.17% 14.00% 13.20% 15.00% Margin (%)(c) Profit after 243.77 122.14 58.24 3,469.00 2,669.00 3,103.70 tax (₹ in Million) PAT Margin 7.36% 4.01% 2.07% 12.74% 11.40% 13.74% (%)(d) Return on 10.47% 7.21% 3.50% 6.10% 5.00% 6.10% Equity (ROE) (%)(e) Debt To 0.14 0.21 0.32 0.03 0.06 0.06 Equity Ratio(f) Interest 9.54 5.70 3.82 30.90 11.84 19.07 Coverage Ratio(g) Return on 17.06% 11.12% 5.94% 6.30% 5.40% 6.40% Capital Employed (ROCE) (%)(h) Current 3.49 2.98 1.93 1.48 1.58 1.31 Ratio(i) Net Working 2.48 2.51 2.59 7.55 5.23 10.47 Capital Turnover Ratio(j) Capacity 30.03% 29.53% 31.07% NA NA NA Utilization (%)(k) Number of 456 491 462 NA NA NA customers served(l) Number of 294 284 246 NA NA NA repeated customers(m) Revenue from 1490.49 1453.69 1271.29 NA NA NA top 10 customers(n) Bran 920.94 710.65 626.99 NA NA NA ded Seg nutrit ment ion wise prod Reve ucts nue (B2C segm 148Metric Hexagon Nutrition Limited Zydus Wellness Limited** As at and for the year ended As at and for the year ended March 31, March 31, March 31, March 31, March 31, March 31, 2025 2024 2023 2025 2024 2023 ent) Pre 1,546.95 1,333.13 1,527.99 NA NA NA mix form ulati ons (B2 B2C seg ment ) RUF 778.44 930.74 627.83 NA NA NA s/ MN Ps (ES G seg ment ) Metric Hexagon Nutrition Limited Nestlé India Limited** As at and for the year ended As at and for the year ended March 31, March March March 31, March 31, December 31, 2025 31, 2024 31, 2023 2025 2024# 2022* Revenue 3,249.29 2,977.31 2,785.01 202,015.60 243,938.90 168,969.60 From operations (₹ in Million)(a) Total 3,312.87 3,046.21 2,816.46 202,604.20 245,418.50 169,979.60 revenue (₹ in million) EBITDA (₹ 400.72 248.77 171.74 49,331.80 58,541.50 37,125.50 in Millions)(b) EBITDA 12.33% 8.36% 6.17% 24.42% 24.00% 21.97% Margin (%)(c) Profit after 243.77 122.14 58.24 32,075.90 39,328.40 23,905.20 tax (₹ in Million) PAT 7.36% 4.01% 2.07% 15.83% 16.03% 14.06% Margin (%)(d) Return on 10.47% 7.21% 3.50% 87.30% 108.50% 108.50% Equity (ROE) (%)(e) Debt To 0.14 0.21 0.32 0.30 0.10 0.10 Equity Ratio(f) Interest 9.54 5.70 3.82 95.00 178.50 NA Coverage Ratio(g) Return on 17.06% 11.12% 5.94% 81.30% 114.40% 122.40% Capital 149Metric Hexagon Nutrition Limited Nestlé India Limited** As at and for the year ended As at and for the year ended March 31, March March March 31, March 31, December 31, 2025 31, 2024 31, 2023 2025 2024# 2022* Employed (ROCE) (%)(h) Current 3.49 2.98 1.93 0.80 0.90 1.10 Ratio(i) Net 2.48 2.51 2.59 (21.10) (42.10) 40.90 Working Capital Turnover Ratio(j) Capacity 30.03% 29.53% 31.07% NA NA NA Utilization (%)(k) Number of 456 491 462 NA NA NA customers served(l) Number of 294 284 246 NA NA NA repeated customers(m) Revenue 1490.49 1453.69 1271.29 NA NA NA from top 10 customers(n) Branded 920.94 626.99 NA NA Segment nutrition 710.65 wise products Revenue (B2C segment) Premix 1,546.95 1,333.13 1,527.99 NA NA formulations (B2B2C segment) RUFs/ MNPs 778.44 930.74 627.83 NA NA (ESG segment) *The figures for December 31, 2022 is for the period January 1, 2022 to December 31, 2022 represented based on the calendar year, as Nestlé India Limited previously followed the calendar year for financial reporting. #The numbers as of March 31, 2024, however, cover a 15-month period from January 1, 2023 to March 31, 2024. This is due to Nestlé India Limited transitioning its financial reporting from a calendar year to a financial year (April–March), as announced through an exchange filing in July 2023. Notes: a) Revenue from Operations means the Revenue from Operations as appearing in the Restated Consolidated Financial Statements. b) EBITDA refers to earnings before interest, taxes, depreciation, amortization and gain or loss from discontinued operations. EBITDA excludes other income but includes reversal of provision of doubtful debts. c) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during that period. d) PAT Margin quantifies our efficiency in generating profits from our revenue and is calculated by dividing our net profit after taxes but before other comprehensive income by our total revenue. e) Return on equity (RoE) is equal to profit after tax excluding preference dividend for the year divided by the average shareholders’ equity as on reporting date and is expressed as a percentage. f) Debt to equity ratio is calculated by dividing the total debt by shareholders’ equity. g) Interest Coverage Ratio measures our ability to make interest payments from available earnings and is calculated by dividing EBIT by interest cost payment. h) RoCE (Return on Capital Employed) (%) is calculated as profit before tax plus finance costs divided by total equity plus non-current liabilities and current liabilities. i) Current Ratio is a liquidity ratio that measures our ability to pay short-term obligations (those which are due within one year) and is calculated by dividing the current assets by current liabilities. j) Net Working Capital Turnover Ratio quantifies our effectiveness in utilizing our working capital and is calculated by dividing our revenue from operations by our working capital (i.e., current assets less current liabilities). k) Capacity Utilisation (%) is the percentage of installed production capacity actually used during the period. l) Number of Customers Served indicates the total customers reached through the company’s products or services in the period. m) Number of repeated customers represents customers who have made repeat purchases during the reporting period, 150indicating recurring business. n) Revenue generated from Top 10 customers of the company on consolidated basis. ** All the information for listed industry peer mentioned above is sourced from their respective annual report. 8. Weighted average cost of acquisition a) Primary Transactions: The Company has not issued any Equity Shares or convertible securities (excluding Equity Shares issued under employee stock option schemes and issuance of Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of this Draft Red Herring Prospectus, where such issuance is equal to or more that 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre- Offer capital before such transaction(s)), in a single transaction or multiple transactions combined together over a span of rolling 30 days. b) Secondary Acquisition: Price per share of the Company based on secondary sale / acquisitions of Equity Shares or convertible securities, where the Promoters, members of the Promoter Group or shareholder(s) having the right to nominate director(s) in the board of directors of the Company are a party to the transaction (excluding gifts), during the 18 months preceding the date of this certificate, where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of the Company (calculated based on the pre-issue capital before such transaction/s and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days. (“Secondary Transactions”): Date of Name of Name of No. of % of pre Equity / Face Issue Nature Total Transfer Transferor Transferee Securities Issue Convertible value Price (₹) of Consideration paid up Security (₹) Consid share eration capital on fully diluted fully diluted Basis Somerset Malani Februar Indus Ventures 496,930,543. y 17, Healthcare 12,135,056 9.87 CCPS 10 40.95 Cash Private 20 2025 Fund I Limited Limited Malani Februar Mayur Ventures y 17, 73,156 0.06 CCPS 10 40.95 Cash 2,995,738.20 Sirdesai Private 2025 Limited Malani March Vinay Ventures 319,999,995. 26, Rajendraku 7,111,111 4.97 CCPS 10 45.00 Cash Private 00 2025 mar Nagda Limited Malani Dipen March 26, Ventures Prakash 222,222 0.18 CCPS 10 45.00 Cash 9,999,990.00 2025 Private Mehta Limited Malani March Ventures Pavan 26, 111,111 0.09 CCPS 10 45.00 Cash 4,999,995.00 Private Kumar. A . 2025 Limited Malani March Ventures Sripal H 26, 111,111 0.09 CCPS 10 45.00 Cash 4,999,995.00 Private Chajer Huf 2025 Limited March Malani Saurabh 26, Ventures 111,111 0.09 CCPS 10 45.00 Cash 4,999,995.00 Agarwal 2025 Private 151Date of Name of Name of No. of % of pre Equity / Face Issue Nature Total Transfer Transferor Transferee Securities Issue Convertible value Price (₹) of Consideration paid up Security (₹) Consid share eration capital on fully diluted fully diluted Basis Limited Malani March Ventures Ashish 26, 111,111 0.09 CCPS 10 45.00 Cash 4,999,995.00 Private Poddar Huf 2025 Limited Malani March Mahendra Ventures 30,000,015.0 27, Kumar 666,667 0.54 CCPS 10 45.00 Cash Private 0 2025 Dhanuka Limited Malani March Ventures 11,500,020.0 27, Manoj Jain 255,556 0.21 CCPS 10 45.00 Cash Private 0 2025 Limited Malani March Dinesh Ventures 10,600,020.0 27, Jethalal 235,556 0.19 CCPS 10 45.00 Cash Private 0 2025 Bhanushali Limited Malani March Ventures Rajesh 10,499,985.0 27, 233,333 0.19 CCPS 10 45.00 Cash Private Shamji Patel 0 2025 Limited Malani March Akhil Ventures 27, Reddy 222,222 0.18 CCPS 10 45.00 Cash 9,999,990.00 Private 2025 Sanivarapu Limited Malani March Shrenik Ventures 27, Sudhir 222,222 0.18 CCPS 10 45.00 Cash 9,999,990.00 Private 2025 Gandhi Limited Malani March Ventures Vishnu 27, 142,222 0.12 CCPS 10 45.00 Cash 6,399,990.00 Private Priya Bhala 2025 Limited Malani March Amit Ventures 27, Rajendra 111,111 0.09 CCPS 10 45.00 Cash 4,999,995.00 Private 2025 Jain Limited Malani March Ventures 27, Nidhi Pipara 111,111 0.09 CCPS 10 45.00 Cash 4,999,995.00 Private 2025 Limited Malani Bombay March Ventures Mercantile 27, 111,111 0.09 CCPS 10 45.00 Cash 4,999,995.00 Private & Leasing 2025 Limited Co. Limited Malani March Ventures Mukesh 27, 111,111 0.09 CCPS 10 45.00 Cash 4,999,995.00 Private Saraswat 2025 Limited Malani March Gunjan Ventures 27, Amit 100,000 0.08 CCPS 10 45.00 Cash 4,500,000.00 Private 2025 Agarwal Limited Malani March Vinodray Ventures 27, Vithaldas 100,000 0.08 CCPS 10 45.00 Cash 4,500,000.00 Private 2025 Donga Limited 152Date of Name of Name of No. of % of pre Equity / Face Issue Nature Total Transfer Transferor Transferee Securities Issue Convertible value Price (₹) of Consideration paid up Security (₹) Consid share eration capital on fully diluted fully diluted Basis Malani March Khushal Ventures 27, Nilesh 100,000 0.08 CCPS 10 45.00 Cash 4,500,000.00 Private 2025 Sangani Limited Malani March Rachana Ventures 27, Sanjay 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 Private 2025 Agarwal Limited Malani March Sachin Ventures 27, Taparia 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 Private 2025 (Huf) . Limited Malani March Hiten Ventures 27, Chaturbhai 52,657 0.04 CCPS 10 45.00 Cash 2,369,565.00 Private 2025 Babariya Limited Malani March Ventures 27, Tapas Jain 50,000 0.04 CCPS 10 45.00 Cash 2,250,000.00 Private 2025 Limited Malani March Vinod Ventures 27, Kumar 50,000 0.04 CCPS 10 45.00 Cash 2,250,000.00 Private 2025 Bansal Limited Malani March Ramchandra Ventures 28, Ramanlal 91,667 0.07 CCPS 10 45.00 Cash 4,125,015.00 Private 2025 Patel (Huf) Limited Malani March Bhavin Ventures 28, Chandulal 75,000 0.06 CCPS 10 45.00 Cash 3,375,000.00 Private 2025 Patel Limited Malani Kamleshbha March Ventures i 28, 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 Private Bhailalbhai 2025 Limited Patel Malani March Ventures Fierce 28, 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 Private Realty Llp 2025 Limited Malani March Ventures V Core 28, 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 Private Brains Llp 2025 Limited Malani March Vraj Ventures 28, Mahesh 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 Private 2025 Patel Limited Malani March Gaurang Ventures 28, Kantilal 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 Private 2025 Sherawala Limited Malani March Manav Ventures 28, Vijaykumar 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 Private 2025 Kothari Limited March Malani Hemang 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 153Date of Name of Name of No. of % of pre Equity / Face Issue Nature Total Transfer Transferor Transferee Securities Issue Convertible value Price (₹) of Consideration paid up Security (₹) Consid share eration capital on fully diluted fully diluted Basis 28, Ventures Jayant Shah 2025 Private Limited Real Value Malani March Finloan Ventures 28, Services 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 Private 2025 Private Limited Limited Malani March Shilpa Poly Ventures 28, Pack Private 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 Private 2025 Limited Limited Malani March Mrugesh Ventures 28, Deepakbhai 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 Private 2025 Kothari Limited Malani March Savio Ventures 28, Joseph 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 Private 2025 Fernandez Limited Malani March Jugal Ventures 28, Mangilal 55,556 0.05 CCPS 10 45.00 Cash 2,500,020.00 Private 2025 Kanugo Huf Limited Malani March Kantilal Ventures 28, Kacharalal 55,555 0.05 CCPS 10 45.00 Cash 2,499,975.00 Private 2025 Patel Limited Malani March Ventures Yastika 28, 55,555 0.05 CCPS 10 45.00 Cash 2,499,975.00 Private Bhatia 2025 Limited Malani March Ventures Vijay Vinod 28, 55,555 0.05 CCPS 10 45.00 Cash 2,499,975.00 Private Patel 2025 Limited Malani March Kalpana Ventures 28, Umeshbhai 55,555 0.05 CCPS 10 45.00 Cash 2,499,975.00 Private 2025 Shah Limited Malani March Gandhi Ventures 28, Dipsha 55,555 0.05 CCPS 10 45.00 Cash 2,499,975.00 Private 2025 Foram Limited Malani March Hitesh Ventures 28, Harishkuma 55,555 0.05 CCPS 10 45.00 Cash 2,499,975.00 Private 2025 r Agrawal Limited Malani March Bhavin Ventures 28, Becharbhai 55,555 0.05 CCPS 10 45.00 Cash 2,499,975.00 Private 2025 Mangrolia Limited Malani March Patel Ventures 28, Kantibhai 55,555 0.05 CCPS 10 45.00 Cash 2,499,975.00 Private 2025 C. Limited March Malani Yayatikuma 55,555 0.05 CCPS 10 45.00 Cash 2,499,975. 00 154Date of Name of Name of No. of % of pre Equity / Face Issue Nature Total Transfer Transferor Transferee Securities Issue Convertible value Price (₹) of Consideration paid up Security (₹) Consid share eration capital on fully diluted fully diluted Basis 28, Ventures r 2025 Private Rajendraku Limited mar Bhatt Malani March Vaishaliben Ventures 28, Jayeshbhai 55,555 0.05 CCPS 10 45.00 Cash 2,499,975.00 Private 2025 Patel Limited Malani March Bhupendra Ventures 28, Shantilal 55,555 0.05 CCPS 10 45.00 Cash 2,499,975.00 Private 2025 Mehta Limited 1,049,295,821 Total 24,416,424 .40 Weighted average cost of acquisition (WACA) (in ₹ per Equity Share) is ₹ 42.98/- per Equity Share c) Weighted average cost of acquisition, Floor Price and Cap Price Based on the disclosures in (a), (b) and (c) above, the weighted average cost of acquisition of Specified Securities where such issuance or transfer is equal to or more that 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-Offer capital before such transaction(s)) as compared with the Floor Price and Cap Price is set forth below: Past Transactions Weighted average cost Floor Price Cap Price of acquisition (₹) ₹ [●] ₹ [●] Weighted average cost of acquisition NA [●] [●] (WACA) of Primary issuances Weighted average cost of acquisition 42.98 [●] [●] (WACA) of secondary transactions 9. Justification for Basis of Offer Price Explanation for Offer Price / Cap Price being [●] times of weighted average cost of acquisition of primary issuance price / secondary transaction price of Equity Shares along with our Company’s KPIs and financial ratios for the year ended on March 31, 2025, March 31, 2024, and March 31, 2023. [●]* *To be included upon finalization of Price Band 10. The Offer Price is [●] times of the Face Value of the Equity Shares. The Offer Price of ₹ [●] has been determined by our Company in consultation with the BRLMs, on the basis of market demand from investors for Equity Shares, as determined through the Book Building Process, and is justified in view of the above qualitative and quantitative parameters. Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Management Discussion and Analysis of Financial Position and Results of Operations” and “Financial Information” on pages 38, 225, 421 and 337 respectively, to have a more informed view. The trading price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors” on page 38 and you may lose all or part of your investments. 155STATEMENT OF SPECIAL TAX BENEFITS STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO HEXAGON NUTRITION LIMITED (“THE COMPANY”), THE SHAREHOLDERS OF THE COMPANY AND ITS SUBSIDIARIES UNDER THE DIRECT AND INDIRECT TAX LAWS IN INDIA Date: September 23, 2025 To: The Board of Directors Hexagon Nutrition Limited 404 Global Chamber, Adarsh Nagar, Link Road, Andheri (W), Mumbai – 400053, Maharashtra, India. Cumulative Capital Private Limited C-321, 3rd Floor, 215 Atrium Co Op Soc Ltd, M V Road, Near Courtyard Marriott Hotel, Andheri East, Chakala, MIDC, Mumbai - 400093, Maharashtra, India. Catalyst Capital Partners Private Limited 103/A, Shantinath Apartments, S.V.Road, Opp. Saraswat Bank, Mumbai – 400 092, Maharashtra, India. (Cumulative Capital Private Limited and Catalyst Capital Partners Private Limited are collectively referred to as the “Book Running Lead Managers” or “BRLMs” in relation to the Offer) Re: Proposed initial public offering of equity shares of face value of ₹1 each (the “Equity Shares”) of Hexagon Nutrition Limited (the “Company”) comprising of an offer for sale of Equity Shares by certain existing shareholders of the Company (the “Offer for Sale”) (the “Offer”) We, S K Patodia & Associates LLP, Chartered Accountants, the statutory auditors of the Company, have been requested by the Company to issue a report on the special tax benefits (referred to as “Statement”) available to the Company and its shareholders attached for inclusion in the Offer Documents (defined below) in connection with the Offer proposed to be undertaken in accordance with the Chapter VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and applicable provisions of the Companies Act, 2013, and the rules framed thereunder, each as amended. The Statement has been prepared by the management of the Company and has been verified by us. The Statement showing the current position of tax benefits available to the Company and the shareholders of the Company as per the provisions of Indian direct tax and indirect tax laws including the Income Tax Act, 1961 and the Income-tax Rules, 1962(“IT Act”), the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017 and Customs Act, 1962 each as amended (collectively, the “Tax Laws”) including the rules, regulations, circulars and notifications issued in connection with the Tax Laws as presently in force in India and applicable to the assessment year 2026 - 2027 relevant to the financial year 2025 – 2026 for inclusion in the Offer Documents. These benefits are dependent on the Company, or its shareholders fulfilling the conditions prescribed under the relevant provisions of the statute. Hence, the ability of the Company or its shareholders to derive the stated tax benefits is dependent upon their fulfilling such conditions, which based on business imperatives the Company faces in the future, the Company may or may not choose to fulfill. Further, certain tax benefits may be optional, and it would be at the discretion of the Company or its shareholders to exercise the option by fulfilling the conditions prescribed under Tax laws. In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in 156which the non-resident has fiscal domicile. The benefits discussed in the enclosed Annexure A are not exhaustive, it covers the possible special tax benefits available to the Company, its shareholders and its Material Subsidiaries and does not cover any general tax benefits available to the Company, its shareholders and its Material Subsidiaries. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the Offer. Neither are we suggesting nor advising the investor to invest money based on this Statement. We conducted our examination of the statement in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) issued by the Institute of Chartered Accountants of India (the “Guidance Note”). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India. Our scope of work did not involve performance of any audit test in this context of our examination. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Performs Audits and Reviews of Historical Financial information and Other Assurance and Related Services Engagements. We do not express any opinion or provide any assurance as to whether: i) the Company or its shareholders will continue to obtain these benefits in future; or ii) the conditions prescribed for availing the benefits have been/would be met with. iii) The revenue authorities / courts will concur with the views expressed therewith. The contents of the enclosed Statement are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company. The Statement is intended solely for the information and inclusion in the Offer Documents in connection with the proposed offer of equity shares of the Company and is not to be used, referred to, or distributed for any other purpose, without our prior consent, provided the below statement of limitation is included in the Offer Documents. Limitation: Our views expressed in the Statement enclosed are based on the facts and assumptions indicated above. Our views are based on the existing provisions of the Tax laws presently in force in India and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. This report is addressed to the Board of Directors of the Company for inclusion of this report along with the accompanying Statement in the draft red herring prospectus, the red herring prospectus and the prospectus to be submitted by the Company with the Securities and Exchange Board of India, BSE Limited and the Registrar of Companies where the Company is registered or any other regulatory or statutory authority and/or in any other material used in connection with the Offer (“Offer Documents”), prepared in connection with the Offer and should not be used by any other person or for any other purpose. 157We hereby give our consent to include this report and the enclosed Statement regarding the tax benefits available to the Company and its shareholders in the Offer Documents, provided that the above statement of limitation/ restriction on distribution or use is included in the Offer Documents. Yours sincerely, For S K Patodia & Associates LLP Chartered Accountants ICAI Firm’s Registration No: 112723W/ W100962 Sd/- Dhiraj Lalpuria Partner Membership No. 146268 Peer Review Certificate No. 020599 Place: Mumbai UDIN: 25146268BMIYGY608 Encl: Annexure A CC: Legal Counsel to the Book Running Lead Managers Vidhigya Associates 105, A Wing, Kanara Business Centre Ghatkopar East, Mumbai – 400 075 Maharashtra, India (Vidhigya Associates is referred to as the “Legal Counsel” in relation to the offer) 158Annexure A ANNEXURE TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO HEXAGON NUTRITION LIMITED (“COMPANY”), THE SHAREHOLDERS OF THE COMPANY (“SHAREHOLDERS”) AND ITS MATERIAL SUBSIDIARIES INCORPORATED IN INDIA Outlined below are the special tax benefits available to the Company, its material subsidiaries and its shareholders under the Act applicable for the Financial Year 2024-25 relevant to the Assessment Year 2025-26. These possible special tax benefits are available to the Company, its material subsidiaries or its shareholders fulfilling the conditions prescribed under the Act. I. Under the Income -tax Act, 1961 (the IT Act) Special tax benefits available to the Company and one of its material subsidiaries, Hexagon Nutrition (Exports) Private Limited. 1. Concessional corporate tax rates - Section 115BAA of the IT Act The company and the subsidiary has adopted section 115BAA wherein domestic companies are entitled to avail a concessional tax rate of 22% (plus applicable surcharge and cess) i.e. 25.168%, on fulfillment of certain conditions. The option once exercised shall apply to subsequent AYs. The concessional rate is subject to a company not availing any of the following deductions under the provisions of the IT Act: • Section10AA: Tax holiday available to units in a Special Economic Zone. • Section 32(1)(iia): Additional depreciation; • Section 32AD: Investment allowance. • Section 33AB/3ABA: Tea coffee rubber development expenses/site restoration expenses • Section 35(1)/35(2AA)/ 35(2AB): Expenditure on scientific research. • Section 35AD: Deduction for capital expenditure incurred on specified businesses. • Section 35CCC/35CCD: expenditure on agricultural extension /skill development. • Chapter VI-A except for the provisions of section 80JJAA and section 80M. Further, provisions of Minimum Alternate Tax (‘MAT’) under section 115JB of the IT Act shall not be applicable to companies availing section 115BAA of the IT Act. 2. Deduction with respect to employment of new employees – Section 80JJAA of the IT Act As per the provisions of Section 80JJAA of the IT Act, a domestic company is eligible for an incentive in the form of a 30% deduction on additional employee cost for three consecutive assessment years to encourage employment generation. To claim this deduction, certain conditions must be met, such as new employees being employed for at least 240 days in the financial year, with a reduced threshold of 150 days for the manufacturing sector. Additionally, salaries must be paid through banking channels and not in cash. Furthermore, employees should be registered under the Provident Fund (PF) and Employees' State Insurance (ESI) schemes as per statutory requirements. It is important to note that employees whose total monthly emoluments more than Rs. 25,000 are not eligible for the purpose of claiming this deduction. The company must also comply with the filing and compliance process to avail of this benefit. 3. Deduction with respect to inter-corporate dividends – Section 80M of the IT Act As per the provisions of section 80M of the IT Act, a domestic company shall be allowed to claim a deduction of divided income earned from any other domestic company or a foreign company or a business trust, to the extent such dividend is distributed by it on or before the due date. In this case, due date means one month prior to the date for furnishing the return of income under sub-section (1) of section 139 of the Act. The amount of deduction so claimed should not exceed the amount of dividend distributed by it and is subject to fulfilment of other conditions laid down therein. 159Special tax benefits available to the company’s other material subsidiary, Hexagon Nutrition (International) Private Limited. The subsidiary has opted U/s. 10AA benefits for units established in SEZ which gives benefit from tax for 15 years as mentioned below: a. 100% of the export profit is eligible as deduction for the first 5 years i.e from FY 2014-2015 till FY 2018-2019. b. 50% of the export profit is eligible as deduction for the next 5 years i.e from FY 2019-2020 till FY 2023 2024. c. Amount not exceeding 50% of the export profit is eligible for deduction for the next 5 years i.e from FY 2024 - 2025 till FY 2028-2029. Provided SEZ Reinvestment Reserve Account is created with the purpose of Purchase of Plant and Machinery. Special tax benefits available to the shareholders. 1. Dividend income earned by the shareholders would be taxable in their hands at the applicable rates. However, in the case of a domestic corporate shareholder, benefit of deduction under Section 80M of the IT Act would be available on fulfilling the conditions. 2. As per Section 90(2) of the IT Act, non-resident shareholders will be eligible to take the beneficial provisions under the respective Double Taxation Avoidance Agreement ("DTAA"), if any, applicable to such non-residents. This is subject to fulfilment of conditions prescribed to avail treaty benefits. 3. Further, any income by way of capital gains accruing to non-residents may be subject to withholding tax per the provisions of the Act or under the relevant DTAA, whichever is more beneficial to such non-residents. However, where such non-resident has obtained a lower withholding tax certificate from the tax authorities, the withholding tax rate would be as per the said certificate. The non-resident shareholders can also avail credit of any taxes paid by them, subject to local laws of the country in which such shareholder is resident. II. Indirect tax (indirect tax regulations) The Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, Customs Act, 1962, Customs Tariff Act, 1975 as amended, including the relevant rules, notifications and circulars issued there under, the Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy 2023) (collectively referred as "Indirect Tax Regulations") A. Special tax benefits available to the Company. 1. Remission of Duties and Taxes on Exported Products Scheme (RoDTEP) The Remission of Duties and Taxes on Exported Products (RoDTEP) scheme was announced by Government of India (GOI) to boost exports by allowing reimbursement of taxes and duties, which are not exempted or refunded under any other scheme in accordance with World Trade Organization (WTO) norms. The Company and its material subsidiaries can avail the benefits of this scheme on products exported out of India as per rates prescribed. 2. Benefits available to the company and its material subsidiaries under Export Promotion Capital Goods Scheme (EPCG) The objective of the Export Promotion Capital Goods (EPCG) Scheme is to facilitate import of capital goods for producing quality goods and services and enhance India’s manufacturing competitiveness. 160EPCG Scheme allows import of capital goods for pre-production, production, and post-production at zero customs duty. The Company and its material subsidiaries can avail the benefits under this scheme. 3. Benefits available to the company from Zero Rated Supply as per GST Law Under the GST regime, all supplies of goods and services which qualify as export of goods or services are zero-rated, that is, these transactions attract a GST rate of zero per cent. On account of zero rating of supplies, the supplier will be entitled to claim input tax credit in respect of goods or services used for such supplies and can seek refund of accumulated/unutilized ITC. There are two mechanisms for claiming refund of accumulated ITC against export. Either person can export under Bond/LUT as zero-rated supply and claim refund of accumulated Input Tax Credit or person may export on payment of integrated tax and claim refund thereof as per the provisions of Section 54 of CGST Act, 2017. The Company and its material subsidiaries have been engaged in the export of goods on payment of IGST and can claim a refund for the same or export its goods under Bond/LUT as zero-rated supply and claim refund for accumulated Input Tax Credit. B. Additional special tax benefits available to the Company. 1. Benefits available to the Company under Duty Drawback Scheme Duty Drawback Scheme provides refund/recoupment of custom duties paid on inputs or raw materials and goods and service tax paid on the input services used in the manufacture of exported goods. The Company can avail the benefits of this scheme and has been availing duty drawback as per the rates prescribed. C. Special tax benefits available to shareholders of the Company under indirect tax regulations in India The shareholders of the Company are not eligible to any special tax benefits under Indirect Tax Regulations. Notes: 1. The ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the Company or its shareholders may or may not choose to fulfil. 2. The special tax benefits discussed in the Statement are not exhaustive and is only intended to provide general information to the investors and hence, is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences aid the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the offer. 3. The Statement has been prepared on the basis that the equity shares of the Company are to be listed on a recognized stock exchange in India. 4. The Statement is prepared on the basis of information available with the management of the Company and there is no assurance that: • the Company or its shareholders will continue to obtain these benefits in future; • the conditions prescribed for availing the benefits have been/ would be met with; and 161• the revenue authorities/courts will concur with the view expressed herein. 5. The above views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. 6. The above Statement of Special Tax Benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares. For and on behalf of Hexagon Nutrition Limited Sd/- Soman Jana Chief Financial Officer Place: Mumbai Date: September 23, 2025 162SECTION – IV ABOUT OUR COMPANY INDUSTRY OVERVIEW Unless otherwise indicated, industry and market data used in this section has been derived from the report titled “Industry Report On Indian Nutrition and Wellness Industry” dated September 04, 2025 prepared and issued by CARE Analytics & Advisory Private Limited (“CARE”) (the “CARE Report”), which was exclusively commissioned and paid for by our Company for the Issue, and was prepared and released by CARE Analytics & Advisory Private Ltd, who were appointed by us on March 31, 2025. CARE is not, and has not in the past, been engaged or interested in the formation, or promotion, or management, of our Company. Further, it is an independent agency, and CARE is not a related party, as per the definition of “related party” under the Companies Act, 2013 and the SEBI Listing Regulations, to any of our Company, our Directors, Key Managerial Personnel, Senior Management and Promoters, or the BRLMs. The data included herein includes excerpts from the CARE Report which may have been re-ordered by us for the purposes of presentation. Further, the CARE Report was prepared on the basis of information as of specific dates, and opinions in the CARE Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. CARE India has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and completeness. A copy of the CARE Report will be available on the website of our Company at www.hexagonnutrition.com until the Bid/Issue Closing Date. 1. Economic Outlook 1.1. Global Economy Global growth, which reached 3.5% in CY23, stabilized at 3.3% for CY24 and projected to decrease at 2.8% for CY25. Global trade is expected to be disrupted by new US tariffs and countermeasures from trading partners, leading to historically high tariff rates and negatively impacting economic growth projections. The global landscape is expected to change as countries rethink their priorities and policies in response to these new developments. Central banks priority will be to adjust policies, while smart fiscal planning and reforms are key to handling debt and reducing global inequalities. Chart 1: Global Growth Outlook Projections (Real GDP, Y-o-Y change in %) ) % Y - o - Y ( h t w o r g P D G CY25 CY26 CY27 CY28 CY29 CY30 CY20 CY21 CY22 CY23 CY24 P P P P P P World -2.7%6.6%3.6%3.5%3.3%2.8%3.0%3.2%3.2%3.2%3.1% Advanced Economies -4.0%6.0%2.9%1.7%1.8%1.4%1.5%1.7%1.7%1.7%1.7% Emerging Market and -1.7%7.0%4.1%4.7%4.3%3.7%3.9%4.2%4.1%4.1%4.0% Developing Economies Source: IMF – World Economic Outlook, April 2025; Notes: P-Projection, E-Estimated 163Table 1: GDP growth trend comparison - India v/s Other Economies (Real GDP, Y-o-Y change in %) Real GDP (Y-o-Y change in %) CY2 CY2 CY2 CY2 CY2 CY25 CY26 CY27 CY28 CY29 CY30 0 1 2 3 4 P P P P P P India -5.8 9.7 7.6 9.2 6.5 6.2 6.3 6.5 6.5 6.5 6.5 China 2.3 8.6 3.1 5.4 5.0 4.0 4.0 4.2 4.1 3.7 3.4 Indonesia -2.1 3.7 5.3 5.0 5.0 4.7 4.7 4.9 5.0 5.1 5.1 Saudi -3.6 5.1 7.5 -0.8 1.3 3.0 3.7 3.6 3.2 3.2 3.3 Arabia Brazil -3.3 4.8 3.0 3.2 3.4 2.0 2.0 2.2 2.3 2.4 2.5 Euro Area -6.0 6.3 3.5 0.4 0.9 0.8 1.2 1.3 1.3 1.2 1.1 United -2.2 6.1 2.5 2.9 2.8 1.8 1.7 2.0 2.1 2.1 2.1 States Source: IMF- World Economic Outlook Database (April 2025) Note: P- Projections, E-Estimated; India's fiscal year (FY) aligns with the IMF's calendar year (CY). For instance, FY24 corresponds to CY23. 1.1.1. Healthcare expenditure Globally, healthcare expenditure displays a robust commitment to enhancing medical infrastructure and public health outcomes. While many developed nations allocate a significant portion of their GDP to health services, the observed trends underscore a steady, strategic investment in advanced medical technology, research, and service efficiency. This global perspective reflects a unified drive toward a resilient healthcare framework that is responsive to emerging challenges. Chart 2: Global current healthcare expenditure 11.00% 10.88% 10.50% 10.36% 9.91% 10.00% 9.86% 9.80% 9.73% 9.74% 9.66% 9.45% 9.50% 9.36% 9.34% 9.00% 8.50% 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Current health expenditure (% of GDP)- Global Source: World Bank Database India, demonstrating a steadfast policy focus, has maintained healthcare expenditure at approximately 3% of its GDP. This consistent investment highlights a determined approach to gradually modernise its healthcare infrastructure and expand access to quality medical services. The country's proactive measures in public health reform and infrastructure development to improve the healthcare systems for the future. 164Upgrading medical infrastructure, supporting innovation, and diversifying funding sources with public- private partnerships could help yield significant results. The sector has immense growth potential. Digital health, telemedicine, and data analytics can broaden access, especially in rural areas, while a focus on preventive care can drive long-term improvements in overall health outcomes. Chart 3: India’s current healthcare expenditure 4.00% 3.75% 3.62% 3.60% 3.50% 3.33% 3.34% 3.35% 3.31% 3.50% 2.94% 2.86% 2.95% 3.00% 2.50% 2.00% 1.50% 1.00% 0.50% 0.00% 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Current health expenditure (% of GDP) - India Source: World Bank Database 1.2. Indian Economic Outlook 1.2.1. GDP Growth and Outlook Resilience to External Shocks remains Critical for Near-Term Outlook Chart 2: Trend in Real Indian GDP growth rate 2,50,000 12.0% 10.0% 9.7% 9.2% 2,00,000 8.0% 7.6% 8 06.50% 8 16.5% 6.0% 6 7 9 ,0 1,50,000 6 43.9% 9 8 1 2 9 4 6 ,1 0 5 ,6 7 ,1 ,7 8 ,1 0 ,2 24 .. 00 %% 1,00,000 3 ,5 4 ,1 4 9 ,6 3 ,0 5 ,1 6 ,1 0.0% ,1 -2.0% 50,000 -4.0% -5.8% -6.0% - -8.0% FY20 FY21 FY22 FY23 (FE) FY24 (FRE)FY25 (PE) FY26F Real GDP (in Rs billion) Y-o-Y growth (in %) Source: MOSPI, Reserve Bank of India; Note: FE – Final Estimates, FRE- First Revised Estimates, PE – Provisional Estimates, F - Forecasted 165India's real GDP grew by 9.2% in FY24 (Rs. 176,505 billion) which is the highest in the previous 12 years (excluding FY22 being 9.7% on account of end of pandemic) and is estimated to grow by 6.5% in FY25 (Rs. 187,951 billion), driven by double digit growth particularly in the Manufacturing sector, Construction sector and Financial, Real Estate & Professional Services. This growth is also led by private consumption increasing by 7.6% and government spending increasing by 3.8% Y-o-Y. Real GDP growth is projected at 6.5% in FY26 as well, driven by strong rural demand, improving employment, and robust business activity. India's growth strategy is strengthened by supportive monetary policies, targeted reforms, and strategic investments in digital infrastructure. These forward-looking measures are set to boost productivity and expand global trade, paving the way for a resilient and sustainable economic trajectory. 1.2.2. Repo Rate Considering the current inflation situation, the RBI has cut the repo rate to 5.5% in the June 2025 meeting of the Monetary Policy Committee. Chart 3: RBI historical Repo Rate 7.0 6.0 5.0 4.0 3.0 2.0 1.0 0.0 000000111111222222333333444444555 222222222222222222222222222222222 --------------------------------- b e Fr p An u Jg u Atc Oc e Db e Fr p An u Jg u Atc Oc e Db e Fr p An u Jg u Atc Oc e Db e Fr p An u Jg u Atc Oc e Db e Fr p An u Jg u Atc Oc e Db e Fr p An u J Source: RBI 1.2.3. Budget capital expenditure towards the health sector The trend in health capital expenditure (Capex) in India demonstrates a substantial increase from FY20 to FY21, followed by a decline in FY22 and FY23, with a projected rise in FY25. The significant increase in FY21 can be attributed to the government's heightened focus on strengthening healthcare infrastructure in response to the COVID-19 pandemic, which necessitated large-scale investments in medical facilities, equipment, and pandemic-related initiatives. The decrease in FY22 and FY23 likely reflects a phase of stabilization post-pandemic, with reduced emergency spending. However, the anticipated increase in FY25 indicates a renewed emphasis on healthcare sector development, driven by rising healthcare demands and ongoing government efforts toward long-term healthcare reforms. The Indian Union Budget demonstrates a clear commitment to enhancing healthcare and nutrition. Allocations for health and nutrition drive targeted efforts to strengthen public services, while reforms in food processing and export initiatives improve supply chains and market access. These coordinated measures contribute to building a resilient public health framework and advancing sustainable industrial growth, underscoring the government's focus on long-term development 166Chart 4: Capital expenditure towards the health sector (in crores) 4,000.0 CAGR = 3,500.0 0 .7 8 5 ,3 4 .4 2 6 ,3 3,000.0 3 .8 2 5 .0 1 5 ,3 0 ,3 2,500.0 7 .9 s 4 e 5 r o r 2,000.0 ,2 C n 4 .7 I 9 9 1,500.0 9 .6 ,1 6 6 ,1 1,000.0 500.0 - FY20 (A) FY21 (A) FY22 (A) FY23 (R) FY24 (A) FY25 (R) FY26 (B) Source: Union Budget; Note: A- Actual, R-Revised, B- Budgeted 1.2.4. Overview on Key Demographic Parameters • Population growth and urbanisation The trajectory of economic growth of India and private consumption is driven by socio-economic factors such as demographics and urbanisation. According to the World Bank, India’s population in 2022 surpassed 1.42 billion, slightly higher than China’s population (1.41 billion) and became the most populous country in the world. Age Dependency Ratio is the ratio of dependents to the working age population, i.e., 15 to 64 years, wherein dependents are the population younger than 15 and older than 64. This ratio has been on a declining trend. Declining dependency means the country has an improving share of the working-age population generating income, which is a good sign for the economy. It was as high as 76% in 1983, which has reduced to 47% in 2023. However, this ratio is expected to rise again to 54% by 2036, driven by an increase in the elderly population as life expectancy improves. 167Chart 5: Trend in Population growth vis-à-vis dependency ratio in India (in Billion) 1.60 80% 76% 11 .. 24 00 71% 63% 9 3 4 .1 5 4 .1 6 4 .1 7 4 .1 9 4 .1 67 00 %% 2 .154% 1.00 2 50% 1 .1 47% 47% 46% 46% 45% 0.80 3 40% 9 .0 5 0.60 7 30% .0 0.40 20% 0.20 10% 0.00 0% 1983 1993 2003 2013 2023 2024 2025P 2026P 2027P Population (Billion) Dependency Ratio (%) Source: World Bank Database; Note: P- Projected Despite a projected rise in the dependency ratio to 54% by 2036, India’s young and growing workforce, especially in newly urbanised towns, will continue to drive income growth and consumer demand. This presents strong opportunities for sectors like consumer electronics, transportation, and railways. Rising employment, urbanisation, and government investment in rural development and digital infrastructure will further boost demand, while increased tech adoption supports long-term consumption growth across both urban and rural markets. Chart 6: Age-Wise Break Up of Indian population (% of working-age population) 6.0% 6.3% 6.5% 6.7% 6.8% 6.9% 6.9% 7.15% 7.38% 7.61% 7.84% 66.4% 66.7% 66.9% 67.2% 67.5% 67.8% 68.0% 68.23% 68.43% 68.61% 68.77% 27.6% 27.1% 26.6% 26.1% 25.7% 25.3% 25.1% 24.87% 24.43% 24.00% 23.59% 2017 2018 2019 2020 2021 2022 2023 2024 2025P 2026P 2027P Population ages 0-14 Population ages 15-64 Population ages 65 and above Source: World Bank Database; Note: P- Projected 1.3. Concluding Remarks Global economic growth faces headwinds from geopolitical tensions, volatile commodity prices, high interest rates, inflation, financial market volatility, climate change, and rising public debt. However, India's economy remains relatively strong, with an IMF forecast of 6.2% GDP growth in CY25 (FY26 according to the fiscal year), compared to the global projection of 3.3%. Key drivers include strong domestic demand, government capital expenditure and moderating inflation. 168Public investment is expected to exhibit healthy growth as the government has allocated a strong capital expenditure of about Rs. 11.21 lakh crores for FY26. The private sector’s intent to invest is also showing improvement as per the data announced on new project investments and resilience shown by the import of capital goods. Additionally, improvement in rural demand owing to healthy sowing, improving reservoir levels, and progress in south-west monsoon along with government’s thrust on capex and other policy support will aid the investment cycle in gaining further traction. The impact of U.S. tariffs on India’s export trade is anticipated to be minimal. The key sectors which will have a potential impact are engineering goods, electronics, gems and jewellery, pharmaceuticals, textiles, and automobiles, among others. The affected sectors represent a small fraction of India’s total exports, with key industries such as steel industry affected by the 25% tariffs although the impact is expected to be minimal given the volume of goods exported is less, and textiles are potentially benefiting from reduced competition. India’s relatively lower tariff structure enhances its attractiveness as a trade partner, and ongoing negotiations with the U.S., along with efforts to diversify export markets, including the EU and ASEAN, are likely to mitigate potential adverse effects. As India progressively positions itself as a competitive manufacturing hub, particularly in textiles, pharmaceuticals, electronics, and auto components, it remains more competitive than countries like China, Taiwan, Bangladesh, and Vietnam. This strengthens India’s position as a viable alternative in global trade, particularly in sectors where it holds a comparative advantage. India’s expanding manufacturing capacity, coupled with its skilled workforce, makes it an appealing investment destination for global companies. Sectors such as electronics and textiles, including the relocation of Apple’s iPhone production, are likely to attract greater U.S. interest as businesses seek lower-tariff alternatives. On February 13, 2025, Prime Minister Narendra Modi and President Donald Trump discussed enhancing the U.S.-India trade relationship, with a target to increase bilateral trade from USD 200 billion to USD 500 billion by 2030. Negotiations for a multi-sector bilateral trade agreement (BTA) are expected to commence later this year, focusing on trade fairness, national security, and job creation. Thus, while U.S. tariffs may have a limited impact on India’s exports, ongoing trade negotiations and India’s competitive manufacturing advantage position it well for continued growth in global trade. 2. Overview of the Nutrition Industry 2.1. Global Nutrition Market The global nutrition market shows distinct regional trends shaped by cultural preferences, demographics, and income levels. In the United States, personalised nutrition is gaining traction as consumers embrace apps and wearables to tailor their dietary choices. Germany maintains a strong focus on organic and clean-label products, reflecting consumer priorities around health and sustainability. Japan, with its ageing population, drives demand for age-specific supplements targeting bone, joint, and cognitive health. China’s growing middle-class fuels rising consumption of vitamins and preventive wellness products. Meanwhile, India sees rapid expansion in Ayurvedic nutrition, supported by cultural trust in traditional systems and increasing health awareness. Together, these regional dynamics reflect a broader global shift towards customised, functional, and natural nutrition solutions across both developed and emerging markets. Table 2: Key Global Trends Shaping the Nutrition Market Category Key Statistic Aging Population (2030) 1 in 6 people globally will be over 60 German Organic Food Sales 6.4% of total food sales are organic Japanese Elderly Population 33% of population is over 60 U.S. Healthcare Spending 17.8% of GDP allocated to healthcare Source: Custom Market Insights, CareEdge Research 169Chart 7: Global Nutrition Market Size, by Value (CY23-CY29P) 1,114 989 901 814 732 n 661 o illiB 599 D S U n I CY23 CY24 CY25P CY26P CY27P CY28P CY29P Source: Custom Market Insights, CareEdge Research This growth is fuelled by the ageing population, preventive healthcare trends, and advancements in nutrition science. While North America and Europe remain key markets, emerging regions, especially Asia-Pacific, are expected to drive future growth due to rising disposable incomes, urbanisation, and increasing awareness of nutritional wellbeing. 2.2. Nutrition Disorders and Nutrition-Associated Conditions 2.2.1. Malnutrition/Undernutrition Malnutrition, especially undernutrition, remains a critical public health challenge in India despite economic progress. It includes stunting, wasting, underweight, and micronutrient deficiencies, with India contributing to 30% of global childhood stunting and 50% of severely wasted children under five. Key drivers include poverty, food insecurity, limited dietary diversity, inadequate maternal health, and poor access to clean water, particularly in rural areas. Socioeconomic disparities hinder access to nutritious foods, while gaps in healthcare, cultural practices, and gender-based food allocation exacerbate the issue. Undernutrition significantly impacts public health, contributing to nearly 68% of child mortality and affecting maternal health, with over 50% of pregnant women experiencing anaemia. The economic cost of malnutrition is estimated between USD 10 and USD 28 billion annually due to lost productivity and increased healthcare costs. Clinical nutrition is crucial in combating undernutrition, utilising therapeutic foods like Ready-to-Use Therapeutic Food (RUTF) for severe cases and fortified supplements for micronutrient deficiencies. Government initiatives, such as POSHAN Abhiyaan and the Integrated Child Development Services (ICDS) scheme, aim to subsidise nutrition and improve dietary practices among vulnerable populations. These efforts work together to address undernutrition and promote healthier futures for at-risk communities in India. Table 3: Comparative Prevalence of Malnutrition-Related Conditions: India Vs Global (2015– 2023) Associated Conditions India (2015–16) India (2023) Global (2023) Stunting (Children <5) 38.4% (NFHS-4) 35.5% (NFHS-5 22% (149 million Trend) children) Wasting (Children <5) 21.0% (NFHS-4) 19.3% (NFHS-5 6.7% (45 million Trend) children) 170Associated Conditions India (2015–16) India (2023) Global (2023) Underweight (Children <5) 35.8% (NFHS-4) 32.1% (NFHS-5 12.6% Trend) Undernourished Population 194.4 million 224 million 735 million Anaemia (Women 15–49) 53% (NFHS-4) 57% (NFHS-5) 30% (Global average) Source: NFHS, UNICEF, WHO, FAO, IFPRI, Custom Market Insights and CareEdge Research 2.2.1.1. Malnutrition overview in India Malnutrition, especially undernutrition, remains a critical issue in India, affecting million of young children. About 17% of children under six are underweight, 36% are stunted, and 6% are wasted. These issues stem mainly from poverty, limited access to nutritious food, and inadequate healthcare, particularly in rural areas. Government initiatives like the National Nutrition Strategy and the Mid-Day Meal Scheme aim to address these challenges, but progress has been slow. The Indian nutrition industry, including brands like Amway and Dabur, is expanding to offer affordable dietary supplements and fortified foods. However, making these products accessible to low-income families is a significant challenge. Globally, malnutrition remains a major concern, with the number of undernourished individuals rising significantly, particularly due to the COVID-19 pandemic. By 2023, around 733 million people remained undernourished. India, accounting for one-third of global undernutrition, highlights the urgent need for sustained action to combat this crisis and improve health outcomes for future generations. Table 4: Global Population Under Malnutrition (Million) Year Global Population Under Malnutrition Prevalence of Undernourishment (Million) (%) CY19 613 7.9 CY20 701 8.9 CY21 739 9.3 CY23 733 9.1 Source: FAO SDG Indicator 2.1.1 and State of Food Security and Nutrition in the World 2023 2.2.1.2. Malnutrition in Male/Female/Children Malnutrition remains a pervasive public health challenge in India, affecting over 1 billion individuals across genders, with significant variations in severity and implications. Among females, deep-rooted gender inequality, limited healthcare access, and sociocultural norms prioritising male well-being contribute to high rates of anaemia (57% in women aged 15–49) and underweight conditions (18.7%). Early childhood anaemia is most severe, affecting 67.1% of girls aged 0–5. These conditions lead to poor maternal outcomes, stunted adolescent growth, and intergenerational health issues. Table 5: Female Malnutrition in India by Age Group (2023 Estimates) Age Group Female Population (Est. Underweight Anaemia Prevalence 2023) Prevalence 0–5 years ~61 million 32.5% 67.1% 6–14 years ~120 million 23.0% 54.0% 15–49 years ~352 million 18.7% (BMI <18.5) 57.0% Source: NFHS-5, CNNS Report: UNICEF India, National Commission on Population (2021–2036) 171While males are often perceived to be nutritionally advantaged, data reveals notable vulnerability: 22.7% of men aged 15–49 are anaemic and 16.2% are underweight, with rural and low-income populations most affected. Childhood malnutrition is nearly equal across genders—over 32% of boys and girls under 5 are underweight. These disparities highlight the urgent need for inclusive nutrition strategies addressing poverty, healthcare access, education, and equity to build a healthier and more productive population. Table 6: Male Malnutrition in India by Age Group (2023 Estimates) Age Group Male Population (Est. Underweight Anaemia 2023) Prevalence Prevalence 0–5 years ~63 million 32.1% 62.3% 6–14 years ~125 million 24.5% 48.6% 15–49 years ~375 million 16.2% (BMI <18.5) 22.7% Source: NFHS-5, UNICEF India, National Commission on Population, CNNS Report (2016–18), CNNS Report (2016–18) Malnutrition in children underpins India’s long-term health and development outcomes. According to NFHS-5 (2019–2021), 35.8% of children under five are stunted due to chronic undernutrition, 19.3% are wasted, and 32.1% are underweight, making them highly susceptible to infections and mortality. Anaemia affects 67.1% of this group, primarily from iron and other micronutrient deficiencies, leading to fatigue, developmental delays, and compromised immunity. Older children (ages 6–19) also face significant risks, with around 23–24% underweight and anaemia rates ranging from 24.5% to 28.4%. Poor sanitation, lack of dietary diversity, and limited access to fortified foods continue to exacerbate child malnutrition, particularly in states like Bihar and Uttar Pradesh. Table 7: Child Malnutrition in India by Age Group (2023 Estimates) Age Group Population (Est. 2023) Stunting Wasting Underweight Anaemia 0–5 years ~125 million 35.8% 19.3% 32.1% 67.1% 6–14 years ~240 million N/A N/A 23.0% 24.5% 15–19 years ~120 million N/A N/A 24.1% 28.4% Source: NFHS-5 (2019–21), CNNS Report (2016–18), CNNS Report (2016–18) 2.2.2. Sarcopenia and Frailty By 2030, 14% of Indians will be over 60, with sarcopenia affecting up to 30% and frailty up to 26% of older adults. Poor nutrition, inactivity, and chronic illnesses are key drivers, with elderly women at higher risk due to low protein and vitamin D intake. These conditions increase healthcare burden—40% of frail seniors need daily care, and sarcopenia-related hospitalisations cost USD 2.4 billion annually. The clinical nutrition market is growing with targeted supplements, supported by schemes like NPHCE to improve elderly health. Table 8: Comparative Prevalence of Sarcopenia and Frailty-Related Conditions: India Vs Global (2015–2023) Associated India (2015–20) India (2023) Global (2023) Conditions Sarcopenia 18–25% (LASI Wave 1, 20–30% (ICMR 10–27% (Global Prevalence 2017–18) Projections) Average) (60+) Frailty 12–20% (Community 16–26% (AIIMS Data) 7–12% (High-Income Prevalence Studies) Countries) (60+) Protein 73% (NFHS-4, 2015–16) 68% (NFHS-5 Trend) 35% (Global Average) Deficiency (Adults) 172Associated India (2015–20) India (2023) Global (2023) Conditions Vitamin D 70–90% (Urban Adults, 76% (National Survey, 40% (Global Average) Deficiency 2018) 2023) Economic USD 1.8 billion (ICMR, USD 2.4 billion (ICMR, USD 40 billion (Global) Burden 2020) 2023) (Annual) Nutrition 40–50% (Rural Areas) 45–55% (Nationwide 20–30% (Developing Disorders Trend) Countries) Source: NFHS, UNICEF, WHO, FAO, LASI Report, ICMR, AIIMS, Lancet Global Health, Indian Journal of Endocrinology, IFPRI, Custom Market Insights and CareEdge Research 2.2.3. Overweight and Obesity Overweight and obesity are rising health concerns in India, affecting 24% of adults (NFHS-5) and 3.4% of children under five. India ranks third globally in obesity prevalence, with over 135 million obese adults (World Obesity Atlas, 2023). Key factors include urbanisation, sedentary lifestyles, poor diets, and genetic predisposition. Obesity is linked to rising diabetes (101 million cases in 2023) and cardiovascular mortality, accounting for 65% of obesity-related deaths. The annual economic burden is estimated at USD 8–10 billion. Table 9: State Wise Obese Population (2021) Rank State Obese Adults (in Percentage of National Obese million) Population 1 Maharashtra 4.68 12.05% 2 Tamil Nadu 3.82 9.83% 3 Uttar Pradesh 3.61 9.60% 4 Karnataka 3.38 9.00% 5 Gujarat 2.85 7.58% 6 West Bengal 2.47 6.57% 7 Andhra Pradesh 2.15 5.72% 8 Rajasthan 1.98 5.27% 9 Madhya Pradesh 1.76 4.68% 10 Bihar 1.62 4.31% Source: National Family Health Survey (NFHS) reports and the World Obesity Federation’s Global Obesity Observatory, Custom Market Insights and CareEdge Research In response, the clinical nutrition market is growing through weight management products and diabetic nutrition. Government initiatives like FSSAI’s “Eat Right India” aim to improve dietary habits and reduce obesity risk. Table 10: Prevalence of Disorders in Obese Population by Age Group in India Disorder Age Group Prevalence in the Obese Population Type 2 Diabetes 35–65 years 45% of obese adults Hypertension 30+ years 60% of obese adults NAFLD (Liver 25–50 years 30–40% of obese adults Disease) Osteoarthritis 50+ years 25% of obese elders PCOS (Women) 18–45 years 35% of obese women Childhood 5–17 years 15% of obese children Asthma Source: National Family Health Survey (NFHS-4 & NFHS-5) (MoHFW, India), World Obesity Atlas 2023 and WHO Global Reports, ICMR-INDIAB Study (2023) and Indian Journal of Endocrinology, FSSAI and World Obesity Federation datasets, Custom Market Insights and CareEdge Research 1732.2.4. Micronutrient Abnormalities Micronutrient deficiencies or “hidden hunger” affect a large portion of India’s population, despite sufficient calorie intake. Anaemia impacts 57% of women and 67% of children, while nearly 70% are vitamin D deficient (ICMR, 2023). Diets low in fruits, vegetables, and proteins, along with poor healthcare access, are key contributors. These deficiencies lead to serious outcomes—anaemia causes 40% of maternal deaths, while vitamin A and iodine deficiencies impair vision, immunity, and cognition. The economic cost is estimated at USD 12–15 billion annually (World Bank, 2022). Table 11: Major Micronutrient Deficiencies in India (2023) Micronutrient Prevalence Key Affected Health Consequences Groups Iron 57% of women, 67% of Pregnant women, Maternal mortality, children are anaemic children <5 cognitive deficits Vitamin D 70–90% of urban adults are Office workers, Osteoporosis, muscle deficient elderly weakness Vitamin A 22% of children <5 Children 6–59 Blindness, immune (subclinical deficiency) months dysfunction Iodine 263 million at risk of IDD Pregnant women, developmental delays schoolchildren Zinc 52% of children <5 are Rural populations, Stunting, diarrheal deficient low-income mortality India’s clinical nutrition market is responding with fortified foods, supplements, and government programs like POSHAN Abhiyaan, Anaemia Mukt Bharat, and WIFS to improve maternal and child health. Table 12: Key Micronutrient Intervention Strategies in India Intervention Target Group Examples Programs/Initiatives Iron-Folic Acid Adolescents, IFA tablets, Anaemia Mukt Bharat, Supplements pregnant women fortified staples WIFS Vitamin D Fortification Urban adults, Fortified milk, FSSAI’s +F logo for elderly sunlight exposure fortified foods campaigns Zinc ORS Children with Zinc syrup, ORS National Diarrhoea diarrhoea packets Control Program Vitamin A Doses Children 6–59 Biannual syrup (1 National Vitamin A months lakh IU) Prophylaxis Program Source: National Family Health Survey (NFHS-5) (MoHFW, India), Indian Council of Medical Research (ICMR) and National Nutrition Monitoring Bureau (NNMB), WHO, UNICEF, Global Nutrition Report (2023), FSSAI fortification guidelines and National Health Mission (NHM). 2.2.5. Re-feeding Syndrome Refeeding Syndrome (RFS) is a serious yet under-recognized metabolic complication in India, triggered by rapid nutritional reintroduction in severely malnourished patients. It affects 15–20% of ICU patients undergoing aggressive nutrition therapy and is linked to electrolyte imbalances like hypophosphatemia and hypokalemia. High rates of chronic malnutrition, alcoholism, and post-surgical recovery increase RFS risk, especially where clinical awareness is low. If untreated, RFS can cause cardiac, respiratory, and neurological complications, raising hospital costs by USD 2,000–5,000 per case. 174Table 13: Key Components of Re-feeding Syndrome Component Prevalence in Affected Groups Clinical Consequences RFS Cases Hypophosphatemia 80–90% ICU patients, cancer Arrhythmias, respiratory survivors failure Hypokalemia 60–70% Alcoholics, anorexia Muscle weakness, patients cardiac arrest Hypomagnesemia 40–50% Post-bariatric surgery Tetany, seizures patients Thiamine 30–40% Chronic alcoholics, elderly Wernicke’s Deficiency encephalopathy Fluid Overload 50–60% Malnourished children Edema, heart failure Source: ASPEN Guidelines, 2022, ICMR Report, 2023, AIIMS Study, 2022, WHO Nutrition Guidelines, 2021, National Health Mission (NHM), 2023 India’s clinical nutrition sector is addressing RFS through gradual calorie reintroduction, electrolyte monitoring, and thiamine supplementation, with top hospitals aligning with global protocols such as NICE and ASPEN for better prevention and management. Table 14: Clinical Nutrition Strategies for RFS Prevention Strategy Application Examples Guidelines/Programs Electrolyte Pre and post-refeeding Serum phosphate, NICE Guidelines Monitoring blood tests potassium, and magnesium (2020) levels Thiamine 200–300 mg IV before Thiamine injections, oral ASPEN Critical Care Supplementation refeeding supplements Guidelines, 2022 Caloric Start at 10–20 Low-calorie enteral FSSAI Clinical Restriction kcal/kg/day, gradual formulas Nutrition Protocols increase Multidisciplinary Team-based Dietitians, Indian Society of Care ICU/hospital endocrinologists, and Critical Care Medicine management intensivists Source: Indian Council of Medical Research (ICMR) and AIIMS studies, ASPEN (American Society for Parenteral and Enteral Nutrition) and NICE (UK) guidelines, WHO Global Nutrition Reports and National Health Mission (NHM), Indian Society of Critical Care Medicine protocols. 2.2.6. Diabetes India faces a growing diabetes crisis, with 101 million adults diagnosed in 2023—up from 77 million in 2019—making it the diabetes capital of the world. The rise is driven by urbanisation, sedentary lifestyles, poor diets, and genetic factors, with Type 2 diabetes accounting for 95% of cases. The disease leads to serious complications, 40% of diabetics develop cardiovascular issues, 18% retinopathy, and up to 30% nephropathy. Notably, 57% of cases go undiagnosed until advanced stages. The economic impact is significant, with an annual cost of USD 8.7 billion and a 0.5–1% GDP loss (World Bank, 2022). Table 15: Diabetes Population in India vs. Global (2019–2023) Year India (Adults, 20–79 years) Global (Adults, 20–79 years) 2019 77 million 463 million 2021 90 million 537 million 2023 101 million (estimated) 578 million (estimated) Source: International Diabetes Federation (IDF) Diabetes Atlas (2021, 2023 projections), ICMR-INDIAB Study (2023) and National Family Health Survey (NFHS-5), All India Institute of Medical Sciences (AIIMS) and WHO Global Reports, National Health Mission (NHM) and Diabetes India Association. 175Clinical nutrition interventions, such as diabetic-specific formulas and fortified foods, help manage glucose levels, while government programs like NPCDCS promote lifestyle changes to prevent and control the disease. Table 16: Prevalence of Diabetes-Related Disorders in India (2023) Disorder Prevalence in Diabetic Population Key Affected Age Group Cardiovascular 30–40% 45–65 years Disease Diabetic Retinopathy 18% 40–70 years Chronic Kidney 25–30% 50+ years Disease Neuropathy 30% 50+ years Diabetic Foot 15% 50–75 years Source: International Diabetes Federation (IDF) Diabetes Atlas (2021, 2023 projections), ICMR-INDIAB Study (2023) and National Family Health Survey (NFHS-5), All India Institute of Medical Sciences (AIIMS) and WHO Global Reports, National Health Mission (NHM) and Diabetes India Association. 2.2.7. Cancer India reported 1.4 million new cancer cases and 850,000 deaths in 2023 (ICMR), with numbers expected to reach 1.6 million by 2025 (WHO). Common cancers include breast, oral, cervical, lung, and colorectal, often diagnosed late—over 70% at advanced stages. Key drivers include tobacco use (linked to 35% of cases), poor diets, alcohol, pollution, and an ageing population. Rural areas face major diagnostic delays due to limited screening. Cachexia and treatment-related malnutrition affect 40–80% of patients, worsening outcomes. Table 17: Cancer Population in India vs. Global (2019–2023) Year India (New Cases) Global (New Cases) 2019 1.15 million 18.1 million 2021 1.32 million 19.3 million 2023 1.4 million (estimated) 20.3 million (estimated) Source: ICMR-National Cancer Registry Programme (NCRP) Reports (2021–2023), WHO-IARC GLOBOCAN (2020, 2023 projections), National Health Mission (NHM) and National Cancer Grid (NCG), AIIMS and Tata Memorial Hospital studies. The economic toll is high—55 million people are pushed into poverty annually due to cancer-related expenses (World Bank, 2022). In response, the clinical nutrition market offers solutions like oral supplements, enteral/parenteral nutrition, and support under NPCDCS to improve patient care and outcomes. Table 18: Prevalence of Cancer-Related Disorders in India (2023) Disorder Prevalence in Cancer Patients Key Affected Age Group Cachexia/Malnutrition 65–80% 40–70 years Chemotherapy-Induced 70–80% 18–65 years Nausea Oral Mucositis 40–60% (Head & Neck Cancer) 30–60 years Dysphagia 30–50% (Esophageal Cancer) 50+ years Depression/Anxiety 35–45% 25–70 years Source: ICMR-NCRP, 2023, Indian Journal of Medical Research, 2022, AIIMS Oncology Study, 2023, National Cancer Grid (NCG), 2023, Tata Memorial Hospital Study, 2023 2.2.8. Kidney Disorders Chronic Kidney Disease (CKD) affects 17% of Indian adults (2023) and is rising due to diabetes, hypertension, obesity, and poor dietary habits. New cases may reach 1.5 million annually by 2025, with late diagnosis—especially in rural areas, worsening outcomes. Undernutrition affects 40–70% of CKD patients due to dietary restrictions and dialysis-related nutrient loss. Common issues include protein- 176energy malnutrition and electrolyte imbalances. Clinical nutrition solutions include renal-specific diets, oral nutritional supplements (e.g., Nepro HP), and enteral nutrition in critical care. Table 19: Kidney Disorders Population in India vs. Global (2020–2024) Year India (Estimated Prevalence) Global (Estimated Prevalence) 2020 ~15% of the adult population ~10% of the adult population 2022 ~16% of the adult population ~11% of the adult population 2024 ~17% of the adult population ~12% of the adult population Source: Indian Journal of Nephrology (2021-2024), Global Burden of Disease Study (2020, 2022), National Kidney Foundation of India (NKFI) Reports, AIIMS and Christian Medical College (CMC) Vellore studies. Government schemes like NPCDCS and Ayushman Bharat (PM-JAY) offer subsidised dialysis and limited nutrition support. However, high out-of-pocket costs for renal nutrition remain a challenge, highlighting the need for greater integration of clinical nutrition in nephrology care to improve patient outcomes. Table 20: Kidney Disorders -Related Disorders in India (2023) Disorder Prevalence in Kidney Disease Key Affected Patients Stage Malnutrition/Wasting 40–60% Stage 3–5 CKD Anaemia 50–80% Stage 3–5 CKD Electrolyte Imbalances (Hyperkalemia, 30–50% Stage 4–5 CKD Hyperphosphatemia) Metabolic Acidosis 40–70% Stage 3–5 CKD Renal Bone Disease 30–60% Stage 3–5 CKD Source: Indian Journal of Nephrology, 2024, National Kidney Foundation of India (NKFI), 2024, AIIMS Nephrology Department Study, 2024, Christian Medical College (CMC) Vellore Study, 2024 2.2.9. India Nutrition Market The India Nutrition Market is a dynamic and rapidly growing sector, driven by increasing health consciousness, rising disposable incomes, and supportive government initiatives. It encompasses a broad spectrum of products, including dietary supplements, sports nutrition, medical nutrition, and functional foods, catering to diverse demographic groups from infants to the elderly. India’s population presents varied nutritional needs - urban areas in North India show strong demand for protein supplements and multivitamins, while South India leans towards supplements for diabetes and hypertension. Around 24% of Indians are strictly vegetarian, and 9% follow a vegan diet, boosting demand for plant- based nutrition. Over 80% of the population suffers from micronutrient deficiencies, driving growth in fortified foods. Consumers are increasingly health-conscious, favouring natural, organic, and plant-based products. E-commerce has improved access to nutritional goods, supported by the rise in online shoppers. Plant-based proteins, Ayurvedic ingredients, and clean-label products are in demand. India ranks among the leading global nutrition markets, alongside the US, China, Japan, and France. Global trends show that consumers are willing to pay a premium, averaging 30.74%, for healthier foods. Nutrition labelling and health claims significantly influence purchasing decisions. Pharmacies dominate supplement sales, while supermarkets lead in functional food distribution. The Indian market reflects a blend of modern health needs and traditional wellness practices. Despite strong growth prospects, challenges such as affordability, misinformation, and regional disparities persist. Strategic efforts focusing on education, accessibility, and product innovation will be key to shaping the future of nutrition in India. 177Table 21: Total Health Expenditure from CY19 to CY23 Year Total Health Population Per Capita Health Expenditure (Rs. (Crore) Expenditure (Rs., Current Crore) Prices) CY19 Rs. 5,80,000 136.6 Rs. 4,246 CY20 Rs. 6,40,000 138.0 Rs. 4,638 CY21 Rs. 7,30,000 139.3 Rs. 5,240 CY22 Rs. 9,04,461 140.8 Rs. 6,423 CY23 Rs. 10,20,000 141.7 Rs. 7,200 Sources: Economic Survey 2022–23, PIB, World Bank (population data); Note: 2023 figures are projected based on 12% YoY growth (aligned with increased capital expenditure and inflation). The 74% increase in per capita health expenditure from CY19 to CY23 reflects growing health awareness and the government's prioritisation of healthcare infrastructure in India. Public spending now accounts for 48% of total health expenditure (FY22), indicating stronger primary care systems and improved access to nutrition through schemes such as POSHAN Abhiyaan. However, India’s per capita health expenditure remains low at Rs. 7,200 (2023), limiting widespread out-of-pocket spending on premium nutrition products. The 12.7% capital allocation towards health infrastructure may enhance distribution networks for fortified foods and supplements in rural areas. As a result, demand is expected to rise for affordable, government-subsidised nutrition products over premium offerings, except in affluent urban centres. Chart 8: India Nutrition Market Size, by Value (CY23-CY29P) 2,453 2,170 n 1,924 o illiB 1,525 1,711 s 1,338 R 1,183 n I CY23 CY24 CY25P CY26P CY27P CY28P CY29P Source: Custom Market Insights, CareEdge Research The market is driven by increasing health awareness, rising disposable incomes, and the growing popularity of functional foods and dietary supplements. By CY25, the market will surpass Rs 1,525 billion and continue expanding steadily, reaching Rs 2,453 billion by CY29. This growth is underpinned by a shift towards personalised nutrition, plant-based products, and fortified foods, along with a growing middle-class demographic. Strong government initiatives such as POSHAN Abhiyaan will further support this upward trajectory, particularly in addressing micronutrient deficiencies and enhancing nutrition access across the country. 1782.3. India Nutrition Market by Segment 2.3.1. End-User Chart 9: India Nutrition Market Size, by End-User (CY23-CY29P) 0 0 3 9 6 0 0 4 7 6 7 n o illiB s R n I 0 5 8 2 4 7 7 9 6 1 5 1 1 4 4 3 6 5 5 8 4 6 8 3 9 1 0 3 1 8 8 3 3 65 5 7 9 2 2 2 7 4 1 2 4 4 8 7 9 1 1 4 8 2 5 8 15 5 9 9 7 4 1 8 6 3 3 3 2 CY23 CY24 CY25P CY27P CY29P Medical/clinical Dietary Supplement Sports Nutrition Source: Custom Market Insights, CareEdge Research 2.3.2. Distribution Channel Chart 10: India Nutrition Market Size, by Distribution Channel (CY23-CY29P) 1,928 1,715 n 1,528 o 1,366 illiB 1,079 1,223 959 s R n I 224 259 301 345 396 455 525 CY23 CY24 CY25P CY26P CY27P CY28P CY29P Online/D2C Offline Source: Custom Market Insights, CareEdge Research 2.4. India Nutrition Market Import and Export Trends India’s nutrition market holds a crucial position in the global health and wellness landscape, combining its rich Ayurvedic heritage with rising demand for functional foods and dietary supplements. As of 2023, India’s total nutrition trade (imports plus exports) was valued at USD 4.2 billion. Exports recorded a healthy five-year CAGR of 9.3%, fuelled by international demand for herbal supplements and plant- based proteins (DGCIS, 2023). Nonetheless, the market continues to register a trade deficit, primarily due to heavy dependence on imported vitamins, minerals, and premium sports nutrition ingredients. Key trading partners such as the United States, China, and the UAE play an instrumental role in shaping both import and export flows. This section provides a detailed overview of India’s nutrition trade patterns, regulatory hurdles, and economic implications. India imports approximately USD 1.8 billion worth of nutrition products annually, with vitamins, minerals, and nutraceutical raw materials comprising 55% of this total (DGCIS, 2024). Vitamin D and B12 are predominantly imported from Switzerland and Germany, while China supplies low-cost amino 179acids and collagen peptides. The United States accounts for 18% of imports, particularly high-end whey protein isolates used in fitness and bodybuilding products. Japan and South Korea supply advanced additives such as omega-3 fatty acids and probiotics, underlining India’s dependence on international biotechnology for functional foods. In the post-pandemic period, imports expanded at a CAGR of 6.2% (2020–2024), driven by increased consumption of infant nutrition and sports supplements. However, growth has been tempered by regulatory obstacles, such as the Food Safety and Standards Authority of India’s (FSSAI) stringent approval process for novel ingredients like cannabidiol (CBD). In 2023, delays in approving imported probiotics rose by 30%, prompting some manufacturers to switch to domestic alternatives (FSSAI Annual Report, 2023). China’s significant role in raw material supply – representing 25% of import share – also exposes India to geopolitical disruptions, as witnessed during the 2022 COVID-19 lockdowns in Shanghai. India’s exports of nutrition products reached USD 2.4 billion in 2023, led by Ayurvedic and herbal supplements, which account for 40% of the total. The United States remains the largest export destination (30% share), importing items such as ashwagandha, turmeric, and moringa extracts. The UAE functions as a re-export hub, facilitating the movement of Ayurvedic teas and moringa powder to Africa and the Middle East. Demand for plant-based proteins, particularly pea and rice isolates, surged in Europe, where exports grew by 22% in 2023 (APEDA, 2023). Table 22: Top Trading Partners for Indian Nutrition Products (2024) Country Import Import Export Export Major Products Traded Value Share Value (USD Share (%) (USD Mn) (%) Mn) USA 340 18.9% 720 27.0% Whey Protein, Ashwagandha Extracts China 450 25.0% 90 3.4% Amino Acids, Vitamin B12 Germany 160 8.9% 180 6.7% Probiotics, Organic Herbal Supplements UAE 75 4.2% 400 15.0% Ayurvedic Teas, Moringa Powder Singapore 50 2.8% 220 8.2% Plant-Based Proteins, Dietary Fibers Malaysia 40 2.2% 150 5.6% Turmeric Extracts, Functional Beverages Japan 120 6.7% 80 3.0% Collagen Peptides, Omega-3 Additives Others 565 31.3% 830 31.1% - Total 1,800 100% 2,670 100% - Source: Custom Market Insights, CareEdge Research India’s competitive strength lies in cost-effective Ayurvedic formulations, bolstered by certifications such as the AYUSH Premium Mark, which enhances global credibility. Southeast Asian countries, especially Singapore and Malaysia, import turmeric extracts and functional beverages due to rising preferences for natural wellness products. However, exports face non-tariff barriers, notably the EU’s Novel Food Regulations, which impose expensive and time-consuming approval processes for herbal ingredients like ashwagandha. Nevertheless, nutraceutical ingredient exports recorded a five-year CAGR of 12.3% (2020–2024), supported by India’s status as the world’s largest producer of turmeric and ginger. India’s nutrition trade is governed by a dual regulatory regime - FSSAI for food safety and AYUSH for traditional medicine. Importers must adhere to FSSAI’s labelling requirements, including detailed ingredient disclosures and health claim validations. For instance, imported vitamin supplements face an average 90-day approval cycle, compared to 45 days for domestic products (FSSAI, 2023). Meanwhile, the Ministry of AYUSH mandates certification for herbal exports to ensure compliance with traditional preparation methods. 180Customs duties significantly impact trade flows: finished products like energy bars attract tariffs as high as 35%, whereas raw materials such as vitamin blends are taxed at lower rates (5–15%). Recent digital reforms - such as the implementation of the e-sanad export documentation system - have shortened processing times by 40% (Ministry of Commerce, 2023). Exporters still face challenges in meeting EU sustainability criteria, such as deforestation-free supply chain compliance for plant-based ingredients, which may inflate operational costs by 15–20% by 2025. Imported product prices increased by 12% in 2023 due to global inflation, straining margins for domestic producers reliant on imported raw materials. In contrast, export prices rose by 8%, driven by rising international demand for organic and Ayurvedic offerings. The nutrition trade sector contributes 0.6% to India’s GDP and supports an estimated 1.2 million jobs, including farmers growing medicinal crops and workers in processing centres across Himachal Pradesh and Kerala (NITI Aayog, 2023). The industry’s value chain remains fragmented. While 60% of exporters source their herbs locally, dependence on imported vitamins poses systemic risks. For instance, the 2021 global shortage of vitamin B12 disrupted production for nearly 30% of Indian supplement brands (ASSOCHAM, 2022). Geographically, Gujarat and Maharashtra dominate nutraceutical exports (70% share), whereas the Northeast region focuses on exporting organic teas and spices. To address the trade deficit, India is pursuing self-reliance initiatives such as Production-Linked Incentive (PLI) schemes for vitamin manufacturing and R&D grants for biofortified crops. The government also aims to enhance exports to Africa and Latin America, where cost-effective herbal remedies are in high demand. Nonetheless, key challenges remain. Geopolitical disruptions, such as Red Sea shipping delays, may increase logistics costs by 20% in 2024. Tighter EU regulations on herbal supplements could also slow export momentum. Domestically, ensuring consistent quality in Ayurvedic production to meet global standards remains essential. Table 23: India’s Nutrition Product Trade Balance (2020–2024) Product 2020 2020 2024 2024 Trade 5-Year Category Import Export Import Export Balance CAGR (USD Mn) (USD Mn) (USD Mn) (USD Mn) (2024) (%) Protein 220 85 410 180 -230 13.2 Supplements Vitamins & 620 30 980 70 -910 9.8 Minerals Herbal 90 450 150 890 +740 14.6 Supplements Functional 180 120 310 260 -50 10.1 Foods Sports 110 60 240 140 -100 16.9 Nutrition Dietary 300 200 520 410 -110 11.4 Supplements Nutraceutical 260 320 480 720 +240 12.3 Ingredients Total 1,780 1,265 3,090 2,670 -420 9.3 Source: 2024 data projected for Jan–June; Source: DGCIS Trade Data (2024), APEDA (2023) 2.5. Millennial and Gen Z Consumers vs Older Consumers: Diverging Spending Patterns India’s nutrition market reveals a clear generational divide. Millennials (27–42) and Gen Z (18–26) are driving demand for lifestyle-based, preventative nutrition, while older consumers (45+) focus on condition-specific, necessity-driven products. Younger Consumers prioritise wellness, spending on plant-based proteins, vitamin gummies, and functional snacks. Influenced by social media and digital platforms, they favour clean labels, 181sustainability, and convenience via e-commerce and quick-commerce platforms. Brand loyalty is low, and they often try new ingredients like adaptogens or collagen. Brands like Oziva and Wellbeing Nutrition cater well to this segment Older Consumers focus on managing chronic conditions through trusted, medically backed products like Ensure or Protinex. Their purchases are guided by doctors, traditional media, and a strong preference for legacy brands. They typically shop offline, buy in bulk, and are more price-sensitive. While the two groups differ, both are growing. Over time, Millennials may shift to therapeutic products, and older users may adopt tech-driven tools. Brands that combine innovation with trust, like Ayurvedic-functional blends or telehealth-linked supplements, will gain a broader consumer base. Table 24: Generational Spending Patterns in India’s Nutrition Market Spending Characteristic Millennial & Gen Z Consumers Older Consumers (45+) Primary Motivation Preventative wellness: Focus on Medical necessity: Manage long-term health, immunity, and existing conditions (diabetes, lifestyle enhancement. bone health, hypertension). Average Monthly Spend Rs. 1,500–Rs. 2,500 Rs. 800–Rs. 1,200 Preferred Product Categories - Plant-based protein powders - Fortified staples (50%) (40%) - Medical nutrition (30%) - Functional snacks (35%) - Ayurvedic formulations - Organic/non-GMO staples (20%) (25%) Top Purchase Channels E-commerce (70%) Traditional retail (60%) Speciality stores (20%) Medical stores (25%) Traditional retail (10%) E-commerce (15%) Purchase Frequency Weekly/bi-weekly (4–6 Monthly (1–2 bulk transactions/month) purchases/month) Price Sensitivity Medium-Low (20–30% premium Medium-High (Seeks 15– tolerance) 20% discounts) Key Influencers Social media (68%) Doctors (75%) Nutrition apps (55%) Traditional media (60%) Brand Loyalty Low (45% switch brands annually) High (80% stick to legacy brands) Sustainability Priorities 62% prioritise eco-friendly 28% prioritise sustainability packaging Digital Engagement 85% use nutrition apps 22% use digital health tools Social Media Influence 72% of purchases are influenced 18% influenced by social by Instagram/YouTube media Source: Custom Market Insights, Company websites and Analysis 2024, CareEdge Research 2.6. Government regulations for the Nutrition & Wellness Industry in India 2.6.1. Regulatory Bodies Overseeing the Sector The Indian nutrition and wellness industry are governed by a multi-tiered regulatory ecosystem involving several key authorities: Food Safety and Standards Authority of India (FSSAI): FSSAI is the apex body under the Ministry of Health and Family Welfare responsible for regulating the manufacture, distribution, sale, and import of food products, including health supplements, nutraceuticals, functional foods, and foods for special dietary use (FSDU). • Key regulations include the FSS (Health Supplements, Nutraceuticals, FSDU, FSMP, Functional Foods and Novel Foods) Regulations, 2016, and the FSS (Advertising and Claims) Regulations, 2018. 182• FSSAI actively promotes fortification initiatives and mandates scientific validation of products. • Recent developments include the FoPL (Front-of-Pack Labelling) draft regulation for high-fat, sugar, and salt (HFSS) foods, and initiatives like the “Eat Right India” movement. Ministry of AYUSH: Responsible for regulating traditional Indian systems of medicine - Ayurveda, Yoga & Naturopathy, Unani, Siddha, and Homoeopathy. • The Ministry ensures herbal and Ayurvedic supplements comply with the Drugs and Cosmetics Act, 1940 (Schedule T). • It launched AYUSH Aahar standards (2021) and announced the National Policy on Integrative Medicine (2023). • It promotes scientific research on traditional wellness formulations and supports market development via AYUSH Premium Mark and Quality Certifications. Drug Controller General of India (DCGI): DCGI, under CDSCO, regulates nutrition-related products when they resemble pharmaceuticals (e.g. high-dose vitamins or disease management supplements). • Products making therapeutic or disease claims often require compliance with drug-like safety and labelling standards. • CDSCO/ DCGI’s role is expanding as borderline products between food and pharma increase. Central Drugs Standard Control Organisation (CDSCO): India's national regulatory body for pharmaceuticals also oversees nutraceuticals and therapeutic dietary supplements. • Collaborates with FSSAI and AYUSH for hybrid products. • Key legislation includes the Drugs and Cosmetics Act, 1940 and the New Drugs and Clinical Trials Rules, 2019. 2.6.2. Evolving Regulatory Framework • Implementation of FSSAI’s 2016 Health Supplements & Nutraceuticals Regulations • Strict labelling norms, particularly for health claims, allergens, and disclaimers • Introduction of “+F” mark for fortified foods • Greater delineation between nutraceuticals, functional foods, and medical nutrition 2.6.3. Recent Regulatory Developments • FSSAI’s digitised licensing and registration portal (FoSCoS) • Enhanced scrutiny of health/therapeutic claims and influencer marketing (via ASCI) • Import surveillance and customs coordination for food product compliance • Increasing attention to plant-based, protein-rich and alternative nutrition products • Strengthened quality control labs and testing infrastructure Table 25: Regulatory Framework for India Nutrition & Wellness Industry Regulatory Year Primary Role Key Regulations Recent Updates Certification Body Established (Post-2020) Marks FSSAI (Food 2006 Regulates food • Health • 2022: FoPL • FSSAI Safety and products, Supplements, labelling for Logo Standards nutraceuticals, Nutraceuticals high- • +F mark Authority of functional Regulations, fat/sugar/salt (fortified India) foods, and 2016 foods foods) dietary • Advertising & • 2023: “Eat supplements Claims Right India” Regulations, campaign 2018 Ministry of 2014 Regulates • Drugs and • 2021: • AYUSH AYUSH Ayurveda, Cosmetics AYUSH Premium Yoga, Unani, Act, 1940 Aahar Mark Siddha, and (Schedule T) guidelines Homoeopathy • AYUSH • 2023: products Product National Guidelines Policy on 183Regulatory Year Primary Role Key Regulations Recent Updates Certification Body Established (Post-2020) Marks Integrative Medicine BIS (Bureau 1986 Sets product • IS 16087: • 2022: Plant- • ISI Mark of Indian quality/safety Protein based meat • BIS Standards) standards supplements standards Hallmark • IS 16555: • 2023: Fortified rice Fortified atta guidelines Legal 2009 Regulates • Legal • 2022: E- • LMPC Metrology packaging, Metrology commerce Number Department labeling, and (Packaged labeling quantity Commodities) rules declarations Rules, 2011 ASCI 1985 Self-regulates • ASCI Code • 2023: D2C • Self- (Advertising advertising (2021) brand Regulation Standards claims • Influencer monitoring Certificate Council of Guidelines • Crackdown India) (2023) on fake immunity claims GEAC 1989 Regulates • GM • 2023: Draft • GM Label (Genetic genetically Organism CRISPR (mandatory Engineering modified Rules, 1989 crop rules if >1%) Appraisal (GM) • FSSAI GM Committee) ingredients Foods Regulations, 2021 DGFT 1991 Regulates • Foreign Trade • 2023: Non- • DGFT (Directorate import/export Policy 2023 basmati rice License General of of nutrition • Import Policy export ban Foreign products for Food • Whey Trade) Products protein duty relaxation CDSCO 2005 Regulates • Drugs and • 2022: • CDSCO (Central therapeutic Cosmetics Nutraceutical Approval Drugs nutrition Act, 1940 classification Number Standard products • Clinical Trials • 2023: Fast-track Control Rules, 2019 orphan drug Organisation) approvals Source: FSSAI and Other Government Websites 2.7. Market Trends & Challenges for the Nutrition & Wellness Industry in India India’s nutrition and wellness sector is witnessing robust growth, driven by rising health consciousness, increasing urbanisation, and supportive government initiatives. Urban consumers are leading the demand for functional foods, dietary supplements, and Ayurvedic formulations, while affordability and awareness remain key barriers in rural areas. Despite strong momentum, the sector faces regulatory fragmentation, counterfeit risks, and infrastructure limitations, presenting a dual narrative of opportunity and constraint. 2.7.1. Key Market Trends and Growth Drivers Health Awareness: Post-COVID, consumers are prioritising immunity, mental wellbeing, and disease prevention, boosting demand for supplements and functional foods. Preventive Healthcare Focus: Rising use of nutraceuticals and fortified foods for digestion, joint, and heart health. 184Clean & Plant-Based Products: Preference for organic, vegan, and natural products like almond milk, pea protein, and additive-free foods. Traditional Ingredients: Revival of Ayurvedic herbs like turmeric, ashwagandha, and giloy in modern formats. Digital & D2C Access: E-commerce and health-focused D2C brands offer wide access, personalisation, and convenience. Rising Incomes: Higher disposable income, especially in urban areas, is driving premium product consumption. Corporate Wellness: Firms are investing in employee health through fitness, nutrition plans, and supplements. Government Push: Initiatives like POSHAN Abhiyaan, Ayushman Bharat, and support for AYUSH and health startups are strengthening the ecosystem 2.7.2. Threats and Challenges Regulatory Gaps and Lack of Standardisation The Indian wellness industry faces regulatory ambiguities due to overlapping jurisdictions of bodies like FSSAI, the Ministry of AYUSH, and CDSCO. This creates confusion among manufacturers and challenges in ensuring product quality and compliance. Affordability and Price Sensitivity A significant portion of the population, especially in Tier-III and rural areas, finds wellness products unaffordable. High pricing of organic, fortified, or imported supplements restricts their mass adoption across lower-income groups. Low Awareness Beyond Urban Markets Despite rising urban demand, consumers in smaller towns often lack awareness of wellness benefits or associate supplements with pharmaceutical drugs. This limits market penetration and adoption beyond metros. Distribution and Infrastructure Limitations The absence of robust cold-chain infrastructure and limited offline retail presence in rural India hampers the distribution of perishable wellness products, affecting last-mile delivery efficiency. Lack of Clinical Backing for Products Many products in the wellness space lack sufficient clinical trials or research-backed efficacy claims. This undermines consumer trust, especially among the educated and urban segments, and limits market credibility. 2.8. Top Investment Pockets based on the Market Segmentation of the Nutrition Industry 2.8.1. Distribution Channel - Top Investment Pockets India’s nutrition market is shifting, with online D2C channels now comprising ~20% of sales, while offline channels remain dominant at 80%. The D2C segment is gaining traction due to rising smartphone use, digital payment adoption, and demand for personalised, convenient solutions. Subscription models are enabling recurring revenue and flexible delivery, while offline channels—including nutrition stores, pharmacies, and fitness centres—cater to consumers seeking immediate access and expert guidance. 185Investment is focusing on omnichannel strategies that blend digital scale with physical trust. Key growth areas include digital infrastructure, last-mile delivery, AI-driven personalisation, and mobile-first platforms, positioning agile players for long-term leadership. Chart 11: Top Investment Pocket, by Distribution Channel hh gg iiHH Online/D2C h t w o r G t e k Offline r a M ww oo LL LLooww Market Attractiveness HHiigghh Source: Custom Market Insights, CareEdge Research 2.8.2. End-User – Top Investment Pockets India’s nutrition industry offers diverse investment opportunities aligned with evolving health trends. Sports Nutrition leads with 26% market share, driven by rising fitness culture, gym memberships, and social media influence. High-demand products include protein powders, pre-workout drinks, and recovery supplements. Clinical Nutrition is a stable, institutional-driven segment, supported by India’s ageing population and rising chronic diseases. Nutraceuticals are growing rapidly, with demand for immunity, gut health, and cognitive supplements in convenient formats. Dietary Supplements hold the largest market share due to their role in general wellness, while weight management and meal replacements are gaining traction among urban consumers. The most promising opportunities lie in hybrid products—e.g., sports nutrition with immunity benefits or daily-use clinical formulations— reflecting demand for holistic, multi-benefit solutions. Chart 12: Top Investment Pocket, by End-User hh gg iiHH h Medical/clini… Weight t w Management o r and Meal Dietary G t Sports Nutrition Replacement Supplement e k Products Nutraceu… r a M ww oo LL LLooww Market Attractiveness HHiigghh Source: Custom Market Insights, CareEdge Research 1862.9. Insights on Emerging Innovation (Personalised Nutrition) India’s nutrition and wellness industry is undergoing a transformative shift, driven by heightened health consciousness, technological advancements, and the increasing burden of lifestyle-related diseases. Among the most disruptive trends is personalised nutrition, which involves tailoring dietary recommendations based on individual genetic makeup, lifestyle, and health conditions. This shift is supported by cutting-edge innovation in food science, data analytics, and digital platforms, with growing consumer preference for sustainable, plant-based solutions. The surge is underscored by pressing public health concerns, with over 135 million obese and 101 million diabetic individuals, and accelerated by the digital boom, marked by 750 million smartphone users facilitating real-time wellness monitoring. Importantly, India's rich cultural and dietary diversity, along with the resurgence of Ayurveda and traditional diets, is fostering a uniquely localised approach to personalised nutrition. 2.9.1. Key Emerging Innovations Nutrigenomics and DNA-Based Diets Nutrigenomics, studying the interaction between genes and nutrition, is gaining traction in India, with companies offering DNA-based diet plans tailored to individual health profiles. Firms like MapMyGenome and Xcode Life lead the space. MapMyGenome’s flagship offering, GenomePatri, provides comprehensive genetic insights on predispositions to lifestyle diseases, food intolerances, and nutritional deficiencies. Based on the results, individuals receive bespoke diet and lifestyle guidance for managing conditions such as obesity, diabetes, and high cholesterol. Likewise, Xcode Life’s products like NutriFit and Gene Nutrition assess genes linked to metabolism, vitamin absorption, and intolerances (e.g., lactose, gluten). These services are increasingly popular among health-conscious urban Indians seeking preventative and precision-based nutrition. As awareness and affordability grow, these tools are expected to become mainstream in India's wellness space. Plant-Based and Fermented Proteins Plant-based and fermented proteins are emerging as sustainable and nutritious alternatives to animal- based sources. Evo Foods offers a plant-based egg made from mung beans and lentils, appealing to vegans and vegetarians alike. Bengaluru-based String Bio, on the other hand, is pioneering fermentation- based proteins by converting methane into single-cell protein, providing a highly sustainable and scalable source of nutrition. These innovations align with the dietary preferences of India’s large vegetarian population and the growing eco-conscious urban consumer base. Microbiome Testing for Gut Health Microbiome testing is becoming a cornerstone of personalised nutrition, focusing on the gut's role in overall health. Global companies like Viome and Indian firms like Leucine Rich Bio are leading this trend with home-based gut microbiota tests. Viome’s Health Intelligence Test utilises RNA sequencing to analyse gut, cellular, and immune health, offering tailored recommendations for diet, prebiotics, and probiotics. In India, Leucine Rich Bio’s BugSpeaks evaluates microbial imbalances and provides India- specific dietary and supplement advice. These innovations help users manage conditions such as IBS, diabetes, and weakened immunity by understanding their gut flora and making informed nutritional choices. Continuous Glucose Monitoring (CGM) Devices CGM devices are revolutionising diabetes management in India, making personalised dietary adjustments more effective. Home-grown companies like Ultrahuman and BeatO offer CGM wearables that provide real-time feedback on how foods impact blood glucose levels. Ultrahuman’s M1 pairs with a mobile app to deliver insights on glucose fluctuations due to food, stress, and activity. BeatO offers an affordable CGM solution with app connectivity, personalised advice, and coaching, specifically tailored to the Indian diabetic population. These platforms enable users to optimise carbohydrate intake, prevent sugar spikes, and enhance metabolic health, critical in a country with over 100 million diabetics. 1873d Food Printing for Customised Nutrition 3d food printing offers promising applications in personalised and therapeutic nutrition, particularly in clinical and eldercare settings. International companies like Natural Machines (Spain) and SavorEat (Israel) are leading in this space. Their devices can print soft-textured, nutrient-dense meals tailored to specific needs, such as those of the elderly or patients with swallowing difficulties. In India, the technology is still emerging, with research institutes and startups beginning to explore applications for low-sugar or protein-rich diets. As costs decline and awareness increases, 3d printing could significantly impact specialised meal planning in Indian hospitals and healthcare facilities. Ayurvedic Superfoods and Herbs Ayurveda is being reimagined through modern formats to support personalised wellness. Companies like Organic India and Himalaya Wellness are offering herbal blends customised for various health goals. Organic India’s Turmeric Fusions (with black pepper for enhanced absorption) and Himalaya’s Ashwagandha Gummies are examples of traditional adaptogens adapted for modern lifestyles. These products resonate with urban consumers seeking natural, side-effect-free supplements. Online quizzes and AI-based consultations are also being used to personalise herbal regimens. As Ayurveda gains global acceptance, it is expected to play a foundational role in India’s personalised nutrition revolution. Precision Farming for Nutrient-Rich Crops Precision farming is being harnessed to grow biofortified crops aimed at alleviating micronutrient deficiencies. Indian agri-tech companies like CropIn use AI, IoT, and remote sensing to help farmers monitor soil health and weather conditions, ensuring better crop outcomes. Crops such as zinc-rich rice and iron-fortified millets are being cultivated to tackle widespread issues like anaemia and stunted growth. CropIn’s SmartFarm platform helps optimise water use, fertilisers, and pest control, aligning with initiatives like POSHAN Abhiyaan. This innovation supports both sustainable agriculture and national nutrition goals. 2.10. Government Initiatives in India 2.10.1. Integrated Child Development Services (ICDS) Launched in 1975, ICDS is India’s largest community-based nutrition programme, targeting children (0– 6 years), pregnant women, and lactating mothers. Operated by the Ministry of Women and Child Development through 1.4 million Anganwadi Centres (AWCs), it delivers six key services: supplementary nutrition, preschool education, health check-ups, immunisation, nutrition counselling, and referrals. Table 26: ICDS Coverage and Beneficiary Demographics (2023) Parameter Statistics Source Total Beneficiaries ~88 million (including 74 million children + 14 million pregnant/lactating women) Age-wise Coverage - 0–3 years: ~50 million (Children) - 3–6 years: ~38 million Eligible Population ~65% (urban) and ~75% (rural) Coverage Source: MWCD Annual Report (2022–23), NFHS-5 (2019–21), NITI Aayog (2021) Nutritional Products Supplied • Take-Home Rations (THR): Fortified cereals, pulses, oil (450–500 kcal/day per child) • Ready-to-Eat (RTE) Foods: Energy-dense snacks for 3–6-year-olds • RUTF: For treating severely malnourished children (since 2022) • Micronutrient Supplements: IFA tablets, vitamin A, deworming tablets 188Procurement is both centralised (e.g., Maharashtra, Tamil Nadu) and decentralised (e.g., Kerala, Odisha via SHGs). Public-private partnerships with players like Tata Trusts, Nestlé, and GAIN are driving product innovation. ICDS contributes to 60% of India’s fortified food demand, supporting a Rs 12,000 crore market. Emerging startups (e.g., EatFit, Sattviko) and tools like POSHAN Tracker are enhancing delivery and oversight. Despite wide coverage, nutritional adequacy is low (only ~20% of THR meets standards in some states). Issues include poor quality, urban access gaps, and a lack of standardisation. Strengthening PPP models, ensuring FSSAI compliance, and tech-driven monitoring are vital for improving outcomes and unlocking private sector potential. 2.10.2. Anganwadi Services Launched in 1975 under the ICDS framework, Anganwadi Services constitute one of the largest community-based child nutrition and development initiatives globally. Operated by the Ministry of Women and Child Development (MWCD), the scheme targets children aged 0–6 years, pregnant and lactating women, and adolescent girls through a widespread network of more than 1.39 million Anganwadi Centres (AWCs) nationwide. These centres serve as grassroots hubs offering supplementary nutrition, immunisation linkages, health check-ups, referral services, and early childhood education, making them integral to both India’s public health strategy and its nutrition market ecosystem. A critical function of Anganwadi Services is the generation of demand for fortified nutrition products. AWCs distribute THR, hot meals, and micronutrient-fortified goods sourced from both public and private entities. Centralised procurement models, such as those in Maharashtra and Tamil Nadu, rely on large players like ITC and HUL, while decentralised models in states like Odisha and Kerala empower SHGs and local women’s cooperatives, fostering rural livelihoods while addressing food security. Public-Private Partnerships (PPPs) have played a significant role in enhancing programme efficacy and innovation. Noteworthy collaborations with entities such as Akshaya Patra Foundation, PepsiCo India, and Britannia have facilitated the distribution of RUTF, fortified biscuits, and other nutrient-rich alternatives. International organisations, including GAIN and the Tata Trusts, have supported supply chain strengthening and capacity-building initiatives in low-income areas. Nonetheless, Anganwadi Services have made meaningful contributions to reducing malnutrition, stunting, and anaemia. Equally important, they have created avenues for private sector engagement in a domain previously dominated by government. With enhanced public-private collaboration, India can transform its Anganwadi system into a scalable, technology-driven nutrition platform. Emerging trends such as decentralised fortified food production, personalised nutrition, and predictive analytics offer promising pathways to improved outcomes. In conclusion, Anganwadi Services act as both demand generators and delivery platforms within India’s Rs 20,000+ crore nutrition industry. Their strategic significance lies in their ability to advance public health goals while simultaneously fostering private-sector participation. Strengthening these services through policy reform, innovation, and integrated delivery models will be critical to the future of India’s nutrition ecosystem. Table 27: State-Wise Anganwadi Coverage, Beneficiaries, and Stunting Rates (NFHS-5) State AWCs Beneficiaries Eligible Population Stunting Rate (%) (Nos.) (Million) Coverage (%) (NFHS-5) Uttar Pradesh 190,000 15.2 68 39.7 Maharashtra 112,000 9.8 72 35.2 Bihar 120,500 11.5 65 42.9 Rajasthan 64,300 6.3 70 35.5 Tamil Nadu 54,200 4.9 85 24.8 Madhya 89,400 8.7 67 35.8 Pradesh 189West Bengal 78,600 7.2 73 33.8 Gujarat 55,000 5.1 78 29.4 Karnataka 63,800 6.0 75 31.9 Andhra 45,500 4.3 80 27.1 Pradesh Other States 240,000 21.0 60–70 (Average) 32.5 (Average) Source: NFHS-5 (National Family Health Survey – Round 5) and MWCD (Ministry of Women and Child Development 2.11. POSHAN Abhiyaan Launched in 2018, POSHAN Abhiyaan is India’s flagship nutrition mission aiming to reduce stunting, anaemia, and low birth weight through a technology-enabled, community-driven approach. Now extended to 2026, it aligns with schemes like ICDS, NHM, and Swachh Bharat Abhiyan, targeting maternal and child malnutrition across 18 ministries. The programme has boosted demand for fortified foods (e.g., rice, wheat, oils), RUTFs, and Take-Home Rations, creating strong growth avenues for start- ups and FMCG players. Over 15 states have adopted rice fortification, supported by partnerships with Tata Trusts, GAIN, and private firms. Table 28: State-Wise POSHAN Abhiyaan Coverage, Beneficiaries, and Outcomes (2022–23) State Districts Beneficiaries Stunting Rate Anaemia (%) Fund Covered (Million) (%) (NFHS-5) (Women 15–49) Utilization (%) Uttar 75 18.2 39.7 52.4 68 Pradesh Bihar 38 12.5 42.9 63.5 57 Maharashtra 35 10.8 35.2 48.6 82 Madhya 51 9.3 35.8 57.0 73 Pradesh Rajasthan 33 7.9 35.5 53.0 65 Gujarat 26 6.5 29.4 54.9 78 West Bengal 23 8.1 33.8 62.3 69 Karnataka 30 6.7 31.9 44.9 85 Tamil Nadu 37 5.2 24.8 54.3 91 Assam 27 4.8 35.3 65.9 62 Other States 110 25.6 32.1 (Average) 55.2 (Average) 58 (Average) Source: Ministry of Women and Child Development (MWCD), POSHAN Abhiyaan Progress Report 2022–23, National Family Health Survey-5 (NFHS-5, 2019–21), NITI Aayog, POSHAN Abhiyaan Dashboard (2023) Despite its scale, implementation challenges persist—such as fund delays, uneven state adoption, and low digital readiness among frontline workers. High-burden states like Uttar Pradesh and Bihar show low fund utilisation (57–68%), while Tamil Nadu and Karnataka exceed 85%, driven by better use of tools like the POSHAN Tracker. Market opportunities are rising in fortified foods, maternal supplements, nutrition tech, and AI-based growth monitoring, especially in high-need states. POSHAN Abhiyaan remains a catalyst for public-private innovation, offering a USD 3–5 billion opportunity in India’s nutrition economy. 2.11.1. Others National Nutrition Mission (NNM) Launched in 2017, the National Nutrition Mission (NNM), also referred to as POSHAN Abhiyaan, focuses on tackling malnutrition, specifically targeting stunting, undernutrition, anaemia, and low birth weight among children. The initiative places significant emphasis on inter-ministerial convergence, real- time monitoring, and community mobilisation. It laid the foundation for POSHAN 2.0, which incorporates advanced technology and data-driven solutions to effectively address malnutrition across 190India. Mother and Child Protection (MCP) Card The MCP Card is a collaborative initiative between the Ministry of Health and Family Welfare and the Ministry of Women and Child Development. It functions as a comprehensive health record, tracking both the child’s growth and immunisation schedule, as well as the mother’s antenatal and postnatal care. The card plays a pivotal role in ensuring timely health interventions and equipping mothers with crucial information about nutrition and healthcare for better health outcomes. Jan Andolan (People’s Movement) under POSHAN Abhiyaan The Jan Andolan (People's Movement) is a key component under POSHAN Abhiyaan aimed at promoting community-driven nutrition initiatives. Through awareness campaigns, community meetings, and local events, Jan Andolan engages communities in adopting practices that improve nutrition and health outcomes. This community-centric approach focuses on driving behavioural change to ensure widespread participation in nutrition-related activities. Nutrition Rehabilitation Centres (NRCs) NRCs are specialised units providing medical and nutritional care to children suffering from Severe Acute Malnutrition (SAM). These centres offer therapeutic feeding, medical treatment, and caregiver education, all of which are essential in reducing child mortality and improving the nutritional status of vulnerable children in high-risk regions. Partnership with State Schemes Several states have developed complementary schemes to enhance the outcomes of ICDS and other nutrition initiatives. For example, Gujarat's 'Mamta Abhiyan' focuses on maternal and child health through community engagement, while Tamil Nadu's 'Puratchi Thalaivi Amma Baby Care Kit' provides essential items for newborns and mothers, encouraging institutional deliveries and postnatal care. 2.12. State-Wise Malnutrition Statistics Table 29: State-Wise Malnutrition Statistics in India (2023) State Stunted Children <5 Wasted Children <5 Anaemic Women (Million) (Million) 15–49 (Million) Uttar Pradesh 6.8 2.9 26.3 Bihar 4.9 2.6 14.7 Maharashtra 3.1 1.7 15.2 West Bengal 2.6 1.6 18.4 Madhya Pradesh 2.4 1.3 10.5 Rajasthan 2.1 1.1 9.8 Gujarat 1.4 0.8 8.9 Tamil Nadu 0.9 0.5 11.2 Karnataka 1.5 0.9 9.3 Andhra Pradesh 1.0 0.6 10.7 Odisha 1.1 0.7 7.6 Jharkhand 1.5 0.9 7.3 Assam 1.0 0.6 8.1 Kerala 0.3 0.2 4.1 Chhattisgarh 0.9 0.5 5.9 Source: NFHS-5 prevalence rates (2019–21), Census; Note: Census 2011 data, adjusted to 2023 using a 1.1% annual growth rate, and Estimates for women aged 15–49 using projected Census data Uttar Pradesh registers the highest malnutrition burden across all three indicators, accounting for nearly 1917 million stunted children and over 26 million anaemic women, followed closely by Bihar and Maharashtra. These figures reflect both the large populations and persistently poor nutrition outcomes in these states. A clear regional pattern emerges, with northern and eastern states such as Uttar Pradesh, Bihar, Madhya Pradesh, and Jharkhand facing more severe malnutrition challenges. In contrast, southern states like Kerala and Tamil Nadu show significantly better outcomes, likely due to stronger public health systems, better female education levels, and higher health spending. Kerala stands out with the lowest levels of child malnutrition and anaemia, underscoring the impact of sustained investments in health and nutrition. 2.13. Urban vs Rural Disparities India’s nutrition landscape is deeply marked by persistent urban-rural disparities, reflecting long- standing differences in income, education, infrastructure, and access to healthcare. While urban areas benefit from superior healthcare infrastructure, higher nutritional awareness, and greater dietary choices, rural regions often struggle with limited healthcare access, poverty, food insecurity, and a lack of dietary diversity. One of the most visible outcomes of this divide is in child malnutrition. According to NFHS-5 (2019– 21), the stunting rate among children under five stands at 37.3% in rural areas, significantly higher than the 30.1% recorded in urban areas. Similarly, wasting, a key indicator of acute undernutrition, affects 19.3% of rural children versus 16.3% of urban children. These figures reflect the greater vulnerability of rural children due to lower household incomes, poor feeding practices, and limited access to nutritious food. Micronutrient deficiencies further highlight this gap. NFHS-5 shows that anaemia affects 67.1% of rural children and 57.2% of rural women aged 15–49, compared to 64.2% and 54.2%, respectively, in urban areas. These deficiencies can impair cognitive and physical development and contribute to poor health outcomes over the long term. Table 30: Trends in Key Nutrition Indicators Across Urban and Rural India (2015–2021) Indicator Rural (2015) Urban (2015) Rural (2021) Urban (2021) Stunting (Children <5) 41.2% 31.0% 37.3% 30.1% Wasting (Children <5) 21.5% 17.1% 19.3% 16.3% Anaemia (Women 15–49) 53.1% 48.6% 57.2% 54.2% Obesity (Women 15–49) 18.7% 26.5% 24.6% 31.7% Household Dietary Diversity 35% 48% 40% 55% Source: NFHS-4 (2015–16), NFHS-5, NFHS-4, FAO 2015 & 2023 Interestingly, India faces a "double burden" of malnutrition, where undernutrition in rural populations coexists with rising obesity and diet-related non-communicable diseases in urban centres. NFHS-5 data shows that 31.7% of urban women and 28.4% of urban men are obese, compared to 24.6% and 22.1%, respectively, in rural India. This surge in obesity is driven by sedentary lifestyles, increased intake of processed foods, and Westernised dietary patterns in urban areas. Dietary diversity, a critical measure of nutrition adequacy, remains low in rural India. FAO data from 2023 shows that only 40% of rural households meet the minimum dietary diversity standard, versus 55% of urban households. Contributing factors include poor access to diverse food markets, low agricultural diversity for self-consumption, and restricted purchasing power in rural areas. These disparities translate into distinct market demands. In rural India, the focus is on affordable, accessible nutrition solutions such as fortified staple foods (e.g., iodised salt, fortified rice and wheat), and community-based interventions that emphasise nutrition education and maternal-child health. Addressing micronutrient deficiencies through mass supplementation and food fortification remains a priority. 192Conversely, the urban nutrition market is witnessing increased demand for premium wellness products, such as protein supplements, functional foods, and products targeting lifestyle-related conditions like obesity, diabetes, and cardiovascular diseases. This shift is supported by higher disposable incomes and increased health consciousness. Table 31: Socioeconomic and Health Disparities Between Urban and Rural India (2015–2023) Indicator Rural Urban Rural Urban (2015) (2015) (2021) (2021) Access to Improved Sanitation 32% 72% 58.6% 80.7% Exclusive Breastfeeding (0–6 months) 48% 42% 55.8% 48.6% Underweight Children (<5 years) 38.7% 29.4% 35.8% 29.1% Per Capita Monthly Income (Rs ) Rs 1,430 Rs 3,498 Rs 2,845 Rs 6,459 Health Infrastructure (PHCs per 2.1 1.8 2.5 1.8 100,000 population) Consumption of Animal Protein 10.2 18.4 11.5 20.1 (g/day) Source: NFHS-4 (2015–16), NFHS-5 (2019–21), PLFS (2021–22), Rural Health Statistics (2015, 2023), NSSO Consumption Expenditure Surveys (2015, 2021) The urban-rural divide in India’s nutrition sector is deep-rooted and multifaceted, with significant implications for public policy and private sector strategies. While rural India requires low-cost, large- scale nutrition interventions, urban markets are increasingly driven by preventive health and lifestyle- oriented consumption. Addressing this dual challenge calls for differentiated policies, targeted product development, and innovative delivery models that are sensitive to local contexts. 3. Indian Clinical Nutrition Market 3.1. Overview of Clinical Nutrition Market The Indian Clinical Nutrition Market focuses on specialised nutritional products for individuals with medical conditions affecting food intake or nutrient absorption, including oral supplements, enteral feeding solutions, and parenteral nutrition. The market is rapidly expanding due to demographic shifts like an ageing population, urbanisation, and increasing chronic diseases such as diabetes and cancer. By 2031, India's elderly population is expected to reach 194 million, sustaining demand for age-specific nutrition. Health consciousness is rising, with 70% of consumers relying on doctors' recommendations, although price sensitivity remains a challenge, particularly in rural areas. Trends include protein fortification, micronutrient-enriched products, and the integration of Ayurvedic ingredients. Government initiatives like Poshan Abhiyaan combat malnutrition, which affects 35% of children under five, driving demand for pediatric nutrition. Online platforms like Practo and PharmEasy are influencing consumer behaviour, with e-commerce seeing significant growth, particularly post-COVID-19. Pharmacies account for nearly 50% of sales, and government programs provide subsidized nutrition products through Anganwadi centres in rural areas. Table 32: High-Spending States on Healthcare & Nutrition (2023) State Healthcare Urbanisation Urbanisation Urbanisation Key Factors Spending (2019) (2023) (2030P) (% of GSDP) Maharashtra 1.40% 45% 48% 53% High urbanisation, robust private healthcare, and economic hubs 193State Healthcare Urbanisation Urbanisation Urbanisation Key Factors Spending (2019) (2023) (2030P) (% of GSDP) Tamil Nadu 1.60% 49% 52% 57% Advanced medical infrastructure, high NCD prevalence Karnataka 1.30% 38% 42% 49% IT hubs, rising health awareness, tech-savvy population Gujarat 1.20% 43% 46% 51% Industrial growth, state health schemes, high disposable income Delhi 1.80% 98% 98% 98% Affluent population, premium product demand, top-tier hospitals Kerala 1.70% 16% 18% 22% High health literacy, ageing population, strong public healthcare Punjab 1.50% 38% 40% 45% Rising NCDs, the government focus on rural healthcare Telangana 1.40% 39% 43% 50% Pharma hubs (Hyderabad), urban health initiatives Haryana 1.30% 35% 38% 44% Proximity to Delhi- NCR, growing middle class West 1.20% 31% 34% 40% Improving hospital Bengal infrastructure, state nutrition programs Source: National Health Profile (2019), Census of India (2011), NITI Aayog Urbanisation Projections (2023), State Health Budgets (2022–23), CareEdge Research; P= Projected States like Maharashtra, Tamil Nadu, and Delhi are poised to drive growth in the clinical nutrition market due to their significant healthcare investment. Maharashtra’s urbanisation, expected to reach 53% by 2030, fuels demand in cities like Mumbai and Pune, where disposable incomes support premium products. Tamil Nadu’s high burden of non-communicable diseases (NCDs) and robust hospital infrastructure boost demand for enteral and parenteral nutrition. In Delhi, high spending on preventive healthcare and supplements is notable. Kerala’s health-literate and ageing population increases geriatric nutrition demand, while rising NCD rates in Punjab and Haryana lead to state-led nutrition initiatives. Telangana’s pharma hubs enhance access to nutrition products, and West Bengal’s improvements in rural healthcare align with national malnutrition reduction goals. Overall, urbanisation, particularly in states with rates above 40% like Gujarat and Karnataka, is a critical driver for increased healthcare access and awareness of clinical nutrition solutions. By 2030, urban populations in high-spending states are projected to exceed 45%, heightening demand for tailored nutrition products. The India Clinical Nutrition Market is poised for robust growth, underpinned by demographic shifts, urbanisation, and government initiatives. High healthcare-spending states with rising urban populations will remain key markets, driven by infrastructure, awareness, and economic capacity. Addressing rural- urban disparities and affordability challenges will be vital for inclusive growth. 194Chart 13: India Clinical Nutrition Market Size, by Value (CY19-CY29P) 98,614 87,861 78,473 n o 70,263 illiM 63,068 55,724 s R 49,619 n 42,312 I 35,743 32,296 27,569 CY19 CY20 CY21 CY22 CY23 CY24 CY25P CY26P CY27P CY28P CY29P Source: Custom Market Insights, CareEdge Research This growth is fueled by an increasing geriatric population, higher prevalence of lifestyle-related diseases, greater adoption of clinical nutrition in hospitals, and continued government efforts to combat malnutrition, along with rising product innovation and accessibility across urban and semi-urban markets. 3.2. India Clinical Nutrition Market by Segment The Indian Clinical Nutrition Market is segmented based on Route of Administration, Product Form, and Age Group. Based on the Route of Administration, the market is classified into Oral, Enteral, and Parenteral. Based on Product Form, the market is classified into Powder (Protein), Liquid, and Semi- solid. Based on Age Group, the market is classified into Infants & Toddlers, Children & Teenagers, Adults, and Geriatrics. 3.2.1. Route of Administration Chart 14: India Clinical Nutrition Market Revenue Share by Route of Administration, (CY24 Vs CY29P) CY24 7.1% CY29P 6.8% 14.0% 13.8% 78.9% 79.4% Oral Enteral Parenteral Oral Enteral Parenteral Source: Custom Market Insights, CareEdge Research 1953.2.2. Product Form Chart 15: India Clinical Nutrition Market Revenue Share by Product Form, (CY24 Vs CY29P) CY24 CY29P 19.5% 19.8% 51.4% 51.5% 29.1% 28.7% Powder –(Protein) Liquid Semi-solid Powder –(Protein) Liquid Semi-solid Source: Custom Market Insights, CareEdge Research 3.2.3. Age Group Chart 16: India Clinical Nutrition Market Revenue Share by Age Group, (CY24 Vs CY29P) CY24 CY29P 13.63% 13.56 22.47 % 21.71% % 17.16 16.93% % 46.80 47.74% % Children & Teenagers Children & Teenagers Infants & Toddlers Infants & Toddlers Source: Custom Market Insights, CareEdge Research 3.3. Technological Advancement in the Clinical Nutrition Market Personalised Nutrition Platforms Advances in genomics, metabolomics, and AI-driven analytics are enabling highly individualised nutrition plans tailored to a patient’s genetic makeup, microbiome composition, and health conditions. Personalised nutrition platforms assess biomarkers and lifestyle factors to create targeted dietary interventions, helping to manage chronic diseases, malnutrition, and post-surgical recovery more effectively. Companies are also integrating machine learning models that continuously refine recommendations based on patient progress. Novel Delivery Systems New delivery technologies are improving the bioavailability, stability, and patient acceptability of clinical nutrition products. Innovations include lipid-based carriers, nano emulsions, microencapsulation, and sustained-release formulations, allowing for better absorption of essential nutrients. These novel systems are especially critical for vulnerable populations such as neonates, geriatric patients, and individuals with gastrointestinal complications, ensuring that therapeutic nutrition is more effective and easier to administer. 196Digital Health Integration The inclusion of digital health tools - such as mobile apps, wearable devices, and telehealth platforms - is transforming the delivery and monitoring of clinical nutrition. Real-time tracking of dietary intake, nutrient levels, and health status enables clinicians to provide adaptive and responsive interventions. AI- powered platforms further enhance remote monitoring, compliance tracking, and predictive analysis, making clinical nutrition management more efficient and accessible. Plant-Based and Alternative Ingredient Technologies The growing demand for sustainable and allergen-friendly nutrition solutions is driving the adoption of plant-based and alternative ingredients in clinical nutrition. Technological advancements allow for the development of high-protein, nutrient-dense formulations using sources such as soy, pea, algae, and fermented proteins. These innovations cater to patients with specific dietary restrictions, support environmental sustainability goals, and expand therapeutic options in clinical settings. 3.4. Regulatory Landscape in the Clinical Nutrition Market The regulatory landscape for clinical nutrition products is shaped by a complex framework of global and regional authorities ensuring safety, efficacy, and quality. Key regulatory bodies enforce stringent guidelines to govern product development, labelling, and distribution, with variations in classification and compliance requirements across regions. In the United States, the Food and Drug Administration (FDA) oversees clinical nutrition products under the Federal Food, Drug, and Cosmetic Act. Products such as medical foods and dietary supplements are regulated under 21 CFR Parts 101 (labelling) and 107 (infant formula), requiring adherence to Good Manufacturing Practices (GMP) and pre-market notifications for infant formulas. The FDA’s 2018 Nutrition Innovation Strategy emphasises modernisation of standards to address evolving nutritional science. In Europe, the European Medicines Agency (EMA) and the European Commission regulate clinical nutrition through directives like 2002/46/EC (food supplements) and 2016/128/EU (Food for Special Medical Purposes, FSMP). FSMPs require evidence of nutritional efficacy and clinical safety, with labelling guided by Regulation (EU) No. 1169/2011. The EMA mandates post-market surveillance to monitor adverse effects. India’s regulatory framework involves the Central Drugs Standard Control Organisation (CDSCO) under the Drugs and Cosmetics Act, 1940, which classifies certain clinical nutrition products as drugs, requiring compliance with Schedule Y (clinical trial guidelines) and Medical Devices Rules (2017). The Food Safety and Standards Authority of India (FSSAI), under the Food Safety and Standards Act, 2006, regulates products categorised as foods, including the 2021 Food Safety and Standards (Medical Foods) Regulations for FSMPs, emphasising labelling and nutrient composition. Other regions include Japan’s Pharmaceuticals and Medical Devices Agency (PMDA), which enforces the Foods for Special Health Uses (FOSHU) system under the Health Promotion Act, and Australia’s Therapeutic Goods Administration (TGA), regulating clinical nutrition as listed or registered medicines under the Therapeutic Goods Act, 1989. Brazil’s National Health Surveillance Agency (ANVISA) oversees products under RDC No. 243/2018 for dietary supplements, while the Gulf Cooperation Council (GCC) countries adhere to the GCC Standardisation Organisation (GSO) guidelines for product registration and labelling. Compliance requirements universally include rigorous pre-market approvals, particularly for infant formulas and FSMPs, involving clinical trials and safety assessments. Labelling must align with regional standards, such as the FDA’s Nutrition Facts panel or the EU’s allergen declarations. Post-market surveillance, including adverse event reporting and periodic audits, is critical. Facility inspections are required by some regions in addition to GMP certifications and quality control measures. 197India-specific regulations reflect a dual oversight system. The CDSCO mandates drug-like approvals for certain clinical nutrition products, including clinical trials under the New Drugs and Clinical Trials Rules (2019), while the FSSAI focuses on food-based products, enforcing standards for contaminants and labelling. Recent updates, such as the 2021 FSMP regulations, aim to harmonise Indian standards with global practices, though challenges persist in navigating overlapping jurisdictions between the CDSCO and FSSAI. Globally, harmonisation efforts like the Codex Alimentarius aim to streamline standards, yet disparities in product classification (e.g., drug vs. food) complicate market entry. Companies must adopt agile strategies to address evolving regulations, such as the EU’s farm-to-fork initiative or India’s emphasis on local clinical data. Understanding these dynamics is crucial for stakeholders to ensure compliance and leverage growth in the expanding clinical nutrition market. Table 33: Key Regulatory Authorities and Guidelines for Clinical Nutrition Region Regulatory Body Primary Role Relevant Guidelines United States FDA (Food and Regulates clinical • 21 CFR Parts 101 & 107 Drug nutrition products under (labelling & infant Administration) food and drug laws formulas) • Nutrition Innovation Strategy (2018) European Union European Oversees Food for • Directive 2002/46/EC Commission (EC) Special Medical (supplements) Purposes (FSMP) and • Regulation (EU) No supplements 1169/2011 (labelling) • 2016/128/EU India CDSCO (Central Regulates clinical • Drugs and Cosmetics Drugs Standard nutrition products Act (1940) Control classified as drugs • New Drugs and Clinical Organisation) Trials Rules (2019) India FSSAI (Food Governs clinical • Food Safety and Safety and nutrition products Standards Act (2006) Standards classified as foods • Medical Foods Authority) Regulations (2021) Australia TGA (Therapeutic Regulates clinical • Therapeutic Goods Act Goods nutrition as therapeutic (1989) Administration) goods • Listed/Registered Medicine Guidelines Source: Custom Market Insights, CareEdge Research 3.5. Consumer Behaviour Insights for India Clinical Nutrition Market India’s clinical nutrition market is experiencing significant growth, propelled by increasing health awareness and evolving consumer preferences. A key driver is the rising burden of chronic diseases such as diabetes and cardiovascular disorders, which has shifted consumer focus toward preventive healthcare. Urban populations, in particular, are becoming more health-conscious, with 42% actively seeking personalised nutrition products aimed at managing lifestyle-related ailments. This trend is further encouraged by government-led health initiatives and the expansion of digital health platforms, both of which are enhancing public understanding of nutritional well-being. Demographic factors also play a crucial role in shaping market demand. India’s ageing population, projected to comprise 14% of the total population by 2030, represents a major segment requiring targeted nutritional support. Simultaneously, malnutrition among children remains a pressing concern, with 35% of children under five experiencing stunting. While urban areas dominate in terms of product adoption due to better healthcare infrastructure and higher awareness, rural regions face barriers such as limited 198affordability and lower health literacy, which restrict broader access to clinical nutrition solutions. The rise of e-commerce has significantly transformed accessibility, with online sales of clinical nutrition products witnessing a 25% year-on-year growth between 2022 and 2023. Digital platforms such as PharmEasy and Netmeds are particularly popular among urban millennials, who value convenience, transparency, and access to product information. Healthcare professionals (HCPs) also exert substantial influence on purchasing decisions, especially in the paediatric and geriatric nutrition segments, guiding nearly 55% of all consumer choices. However, price sensitivity remains a critical challenge, particularly in rural markets, where 70% of consumers prioritise affordability over premium, science-backed formulations. This underscores the need for cost- effective yet high-quality products to ensure broader reach. In terms of emerging trends, plant-based and organic clinical nutrition products are rapidly gaining popularity. The sector saw a notable 30% growth between 2021 and 2023, fueled by a rising preference for sustainable and clean-label ingredients. Urban millennials are also increasingly drawn to innovative products containing bioactive ingredients such as probiotics and omega-3 fatty acids, reflecting a shift towards more functional and science-driven formulations. These developments signal a dynamic and evolving market landscape where consumer expectations are continually reshaped by health trends, technology, and increased access to nutritional information. Table 34: Clinical Nutrition Market: Consumer Behaviour and Emerging Trends in India Insight Category Key Observations Data Points Rising focus on nutrition for chronic disease 60% of deaths are linked to chronic diseases management and 42% of urban consumers prioritise preventive Health Awareness prevention. nutrition Ageing populations and malnourished children drive Demographic demand. Urban-rural 14% population >60 by 2030 Trends adoption gap persists. 35% of children under 5 stunted (NFHS-5) 68% prefer trusted brands 25% YoY e-commerce growth 55% rely on HCP advice Trusted brands dominate; 55% rely on HCP advice Purchasing Patterns online sales grow rapidly. 70% of rural buyers focus on price Plant-based/organic products and bioactive 30% growth in plant-based nutrition ingredients gain 40% of urban millennials seek bioactive Emerging Trends momentum. ingredients Source: Custom Market Insights, UNFPA, 2022, NFHS-5, 2021, Indian Journal of Community Medicine, 2022, NSSO, 2021 and CareEdge Research 4. Fortified Foods Market 4.1. Overview of Global Fortified Foods Market The global fortified foods market is growing steadily, supported by rising awareness of micronutrient deficiencies and collaborative efforts from governments, multilateral organisations, and non-profits. Fortified foods, enhanced with essential vitamins, minerals, and functional nutrients, are increasingly regarded as a cost-effective tool to tackle public health issues related to iron, vitamin A, iodine, and zinc deficiencies. According to the World Health Organization (WHO), over 2 billion people globally are affected by micronutrient deficiencies. Iron deficiency anaemia alone impacts 42% of children under five and 40% of pregnant women, underlining the urgent need for nutritional interventions. Staple food fortification is being prioritised in many low- and middle-income countries, where limited dietary diversity persists. Products such as wheat flour, rice, maize flour, salt, and edible oils are being fortified at scale. Regulatory support has played a central role. As of 2023, more than 140 countries had 199mandated the fortification of at least one staple food, according to the Food Fortification Initiative (FFI). For instance, more than 94 countries across the world have mandatory fortification programs for at least one major cereal, 17 countries mandate fortification for at least two, and two countries (the USA and Costa Rica) mandate that rice, wheat, and maize flours need to be fortified. International trade of fortified foods and premixes has been growing steadily, driven by demand from government procurement programmes, humanitarian aid, and private sector initiatives. Key export hubs include the European Union, the United States, and China, which supply fortified cereals, dairy products, edible oils, and premixes to various regions. Asia-Pacific and Africa are among the major import destinations, supported by nutrition-focused development programmes and shifting urban dietary patterns. Fortified foods are increasingly being included in food assistance schemes and retail channels across developing markets, enhancing trade flows. The premix segment forms the backbone of the fortified foods ecosystem. Premixes, custom blends of micronutrients, are added during processing and tailored to regional nutritional needs and regulatory requirements. The Global Alliance for Improved Nutrition (GAIN) has supported the procurement of over 35,000 metric tons of premix across 30 countries via its Premix Facility since 2019. In Sub-Saharan Africa, fortified edible oil and wheat flour now reach 70% and 65% of urban households, respectively. Global suppliers such as DSM and BASF have contributed to scaling operations and improving premix accessibility in these regions. Technological advances in premix formulation are enhancing the stability, shelf life, and bioavailability of nutrients. Microencapsulation, for example, helps protect sensitive vitamins during processing and storage. A 2022 study by the International Food Policy Research Institute (IFPRI) found that premix stability improvements extended the shelf life of fortified rice in Bangladesh by 25%, reducing wastage and lowering operational costs. In Indonesia, a partnership between the Ministry of Health and Tetra Pak has led to the development and distribution of ultra-high-temperature (UHT) fortified milk, reaching 1.2 million schoolchildren annually and helping address calcium and vitamin D deficiencies. However, key challenges persist. The Codex Alimentarius Commission (a joint initiative of FAO and WHO) continues to advocate for harmonised fortification standards, highlighting risks associated with both under- and over-fortification. Small-scale producers in rural areas often lack access to affordable premix and technical expertise. Organisations such as PATH and Helen Keller International have responded with capacity-building initiatives in Kenya and Nepal, training local millers to incorporate fortification practices. In addition, consumer awareness remains a barrier. A 2023 GAIN survey found that 30% of Nigerian consumers were unaware of the health benefits of fortified foods, indicating the need for targeted education campaigns. The fortified foods market is expanding on the back of public health priorities, regulatory mandates, and technological innovations in premix formulation. As distribution models scale and partnerships deepen, the role of premix will remain integral to achieving nutrition security. Continued investment in supply chains, public awareness, and regulatory alignment will be essential in addressing global micronutrient deficiencies and ensuring long-term market sustainability. 4.2. Overview of India Fortified Foods Market India's fortified foods market plays a critical role in addressing widespread micronutrient deficiencies, with concerted efforts from the government, non-profits, and private sector stakeholders. Micronutrient deficiencies, particularly among women and children, remain a pressing public health challenge. Over 50% of women and children suffer from anaemia, while 35% of the population is vitamin A deficient. Fortified staples such as rice, wheat flour, oil, and salt have thus become key to public health interventions. The Food Safety and Standards Authority of India (FSSAI) has spearheaded fortification initiatives, including the introduction of the +F logo to standardise fortification and build consumer trust. Programs like the Integrated Child Development Services (ICDS) and the Public Distribution System (PDS) have scaled access to nutrient-enriched foods. However, the market is shaped by a complex mix of policy mandates, regional awareness gaps, evolving consumer behaviour, and persistent supply chain 200challenges. Key Drivers and Government Efforts India’s fortified foods market is driven by alarming rates of malnutrition. According to the National Family Health Survey-5 (NFHS-5, 2021): • 57% of women aged 15–49 suffer from anaemia. • 67% of children under five are affected by anaemia. • Iodine deficiency disorders (IDD) impact 13% of the population. These statistics have accelerated the prioritisation of food fortification as a scalable, cost-effective solution. The National Nutrition Mission (POSHAN Abhiyaan), launched in 2018, integrates fortification to reduce stunting, wasting, and anaemia by 2025. The Anaemia Mukt Bharat program mandates the fortification of wheat flour with iron in 21 states, focusing on high-risk groups like pregnant women and adolescents. The FSSAI’s 2018 Food Safety and Standards (Fortification) Regulations set mandatory standards for five staples—wheat flour, rice, oil, milk, and salt—and introduced the +F logo. By 2023, over 92% of iodised salt in India complied with these standards. Regional examples include Odisha’s fortified rice distribution through PDS in 15 districts, and Rajasthan’s partnership with GAIN (Global Alliance for Improved Nutrition) to train local millers in fortification techniques. Role of Non-Profits and International Agencies Non-profits and international agencies play a significant role in amplifying these efforts. Tata Trusts collaborate with state governments to fortify milk with vitamins A and D, reaching 2.5 million households in Maharashtra and Andhra Pradesh. UNICEF also supports Vitamin A supplementation programs for children, complementing dietary fortification and bridging gaps in technical expertise and funding, especially in rural and tribal areas. Consumer Awareness and Regional Disparities Consumer awareness of fortified foods varies significantly across India's regions and socio-economic classes. In southern states like Kerala and Tamil Nadu, 62% of consumers recognise fortified staples, driven by state-led campaigns and higher literacy rates. Kerala’s “Suposhit Kerala” initiative promotes fortified rice and wheat flour through grassroots workshops, achieving 70% awareness in urban areas. In contrast, north-eastern states like Assam and Manipur show a much lower awareness rate of 29%, due to fragmented supply chains and limited exposure to mass media campaigns. The urban-rural divide is pronounced, with urban centres like Delhi and Mumbai reporting 58% adoption of fortified foods, aided by branded products in retail chains and digital marketing. In rural India, however, adoption drops to 32%, as fortified products remain largely confined to government distribution channels like PDS and ICDS. A GAIN survey (2023) highlighted that only 18% of rural households in Uttar Pradesh can identify fortified rice, compared to 45% in urban Tamil Nadu. Efforts to bridge this gap include vernacular campaigns. The FSSAI’s “Sahi Bhojan, Behtar Jeevan” initiative, utilising regional radio, street plays, and Anganwadi workers, educates rural communities. Digital kiosks at PDS outlets in Odisha have increased recognition rates by 20% in pilot districts. Nutritional Impact and Product Performance Fortification programs have shown measurable improvements in deficiency rates. In Tamil Nadu, where fortified rice has been distributed through PDS since 2021, anaemia among women decreased by 18% over three years, according to the State Health Department. Similarly, Maharashtra’s fortified edible oil program led to a 22% reduction in vitamin A deficiency among children (Tata-Cornell Institute, 2023). The Universal Salt Iodization (USI) program, operational since 1983, has reduced iodine deficiency rates from 54% in the 1990s to 13% in 2022, as per the National Iodine Deficiency Disorders Survey. 201Despite this progress, challenges remain. Iron deficiency anaemia continues to affect women, particularly in Bihar and Jharkhand, where fortified wheat flour penetration is below 40%. Vitamin D fortification is emerging, with the National Dairy Development Board (NDDB) reporting that 18% of processed milk is now fortified, focusing on urban populations facing rising osteoporosis cases. Industry Participation and Supply Chain India's fortification landscape is dominated by staple foods. Iodized salt achieves 92% compliance, thanks to long-standing policy enforcement, while fortified wheat flour reaches 65% of households, according to GAIN’s 2023 dashboard. Edible oil fortification with vitamins A and D now covers 55% of the market, driven by collaborations between the Solvent Extractors’ Association and state governments. Fortified rice adoption remains low at 28%, despite its inclusion in PDS. The PM POSHAN scheme, which provides fortified rice to 120 million schoolchildren, faces logistical challenges, including supply chain leaks and inconsistent premix quality. Fortified milk, though expanding in cities like Bengaluru and Pune, struggles with affordability. NDDB data shows that fortified milk is priced 12–15% higher than regular milk, limiting rural uptake. Distribution Channels and Government Programs The PDS accounts for 60% of fortified food distribution, primarily reaching low-income groups. Retail chains like Reliance Fresh and Big Bazaar contribute 25%, targeting the middle class, while e-commerce platforms such as BigBasket and Blinkit account for 10%, catering to health-conscious urban consumers. The remaining 5% comes from direct-to-consumer channels. Government programs form the backbone of the fortified foods ecosystem. The PM POSHAN scheme, covering 120 million schoolchildren, and ICDS, serving 82 million women and children, prioritise fortified staples. The rollout of fortified rice, targeting 300 million people through PDS by 2024, stands as India’s largest nutrition initiative. States like Chhattisgarh and Kerala have excelled in implementation, with 95% and 88% of PDS outlets, respectively, distributing fortified rice. However, enforcement and funding gaps still exist. In Uttar Pradesh, only 68% of PDS outlets distribute fortified staples, largely due to bureaucratic delays. Small-scale millers, who produce 40% of India’s wheat flour, often lack access to premix or technical training. NGOs like PATH and Sight and Life are addressing this by subsidising premix costs and offering workshops. Industry Participation The industry has seen significant participation, with over 1,200 manufacturers complying with mandatory fortification regulations. However, voluntary fortification remains restricted to premium brands like Nestlé’s fortified cereals and HUL’s Kissan jams, targeting urban elites. Continued focus on smaller manufacturers and rural areas is essential to ensure widespread access to fortified foods. Table 35: Industry Participation Sector Number of Manufacturers Voluntary Fortification 450+ Mandatory Fortification 1,200+ Source: FSSAI Compliance Report (2023), Food Industry Associations (2023) Table 36: Fortification by Food Category Category % Fortified Products Salt (Iodised) 92% Wheat Flour 65% 202Rice 28% Edible Oil 55% Milk 18% Source: FSSAI Annual Report (2023), GAIN India Fortification Dashboard (2023), NITI Aayog Policy Brief (2023), Solvent Extractors’ Association of India (2023), National Dairy Development Board (2023) Table 37: Distribution Channels Channel Market Share (%) Public Distribution System (PDS) 60% Retail Stores 25% E-commerce 10% Direct-to-Consumer 5% Source: Ministry of Consumer Affairs (2023), ASSOCHAM Report (2023), Industry Estimates (2023) 4.2.1. India Fortified Foods Market Size Chart 17: India Fortified Foods Market Size, by Value (CY19-CY29P) 435 400 371 345 n 323 o 299 illiB 280 254 s R 229 n 219 I 199 CY19 CY20 CY21 CY22 CY23 CY24 CY25P CY26P CY27P CY28P CY29P Source: Custom Market Insights, CareEdge Research The India Fortified Foods market is driven by rising demand for nutrient-enriched staples and expanding reach across rural regions. States with robust PDS frameworks, such as Tamil Nadu and Chhattisgarh, are leading adoption, while others lag due to logistical and governance challenges. Continued public- private collaboration, policy harmonisation, and investment in last-mile delivery infrastructure will be critical in bridging regional disparities and sustaining long-term market momentum. 4.2.2. India Fortified Foods Market Size, by Segment The Indian Fortified Foods Market is segmented based on Raw Material, Micronutrients, Application and Distribution Channel. 2034.2.2.1. By Raw Materials Chart 18: India Fortified Foods Market Size, by Raw Materials (CY19-CY29P) 34 31 29 84 27 77 n o 26 71 illiB 23 24 61 65 54 59 s 21 56 50 R 52 47 n I 17 41 08 41 29 47 38 41 44 102 111 36 35 89 95 27 30 31 73 78 84 67 58 61 53 66 73 76 85 94 100 109 116 125 135 147 CY19 CY20 CY21 CY22 CY23 CY24 CY25P CY26P CY27P CY28P CY29P Flours Salt Milk Oil Others Source: Custom Market Insights, CareEdge Research 4.2.2.2. By Micronutrients Chart 19: India Fortified Foods Market Size, by Micronutrients (CY19-CY29P) 71 n 66 o 61 illiB 54 58 60 66 s 51 56 R 48 52 n I 44 45 48 101 110 38 40 38 42 88 94 35 33 34 77 83 29 72 66 57 59 52 83 92 96 107 118 127 138 148 159 173 188 CY19 CY20 CY21 CY22 CY23 CY24 CY25P CY26P CY27P CY28P CY29P Vitamins Minerals Probiotics Others Source: Custom Market Insights, CareEdge Research 4.2.2.2.1. By Vitamins Sub-segment The Vitamins Sub-segment is classified into Vitamin A, Vitamin C, Vitamin D, and Others. 204Chart 20: India Fortified Foods Market Size, by Vitamins Sub-segment (CY19-CY29P) 34 31 n 29 o illiB 25 27 66 s R 22 23 60 56 n I 20 52 18 48 17 44 16 41 37 39 32 33 33 36 29 29 31 26 25 22 19 20 17 21 23 25 28 31 33 36 39 42 46 50 CY19 CY20 CY21 CY22 CY23 CY24 CY25P CY26P CY27P CY28P CY29P Vitamin A Vitamin C Vitamin D Others Source: Custom Market Insights, CareEdge Research 4.2.2.2.2. By Minerals Sub-segment Chart 21: India Fortified Foods Market Size, by Minerals Sub-segment (CY19-CY29P) 28 26 24 23 n o illiB 19 20 22 23 25 s 17 20 21 R 16 19 n 15 17 I 14 16 15 36 13 13 33 12 26 28 30 23 24 21 16 18 19 10 11 12 13 14 15 16 17 18 19 21 CY19 CY20 CY21 CY22 CY23 CY24 CY25P CY26P CY27P CY28P CY29P Calcium Iron Zinc Others Source: Custom Market Insights, CareEdge Research 4.2.2.3. By Application Based on Application, it is classified into Bakery Products, Confectionery, Dairy Products, Fats & Oils, Infant Formula, and Others. 205Chart 22: India Fortified Foods Market Size, by Application (CY19-CY29P) 24 22 52 21 47 20 44 n o illiB s R n 12 21 43 21 64 421 695 531 27 1 531 447 531 79 8 64 30 16 07 1 17 13 0 17 29 0 I 22 39 41 87 94 36 75 81 31 52 58 61 68 21 22 24 25 27 29 19 61 25 61 87 71 07 78 85 91 97 104 111 119 129 CY19 CY20 CY21 CY22 CY23 CY24 CY25P CY26P CY27P CY28P CY29P Bakery Products Confectionery Dairy Products Fats & Oils Infant Formula Others Source: Custom Market Insights, CareEdge Research 4.3. Major key players of the fortified food sector in India Tata Chemicals Limited Tata Chemicals Limited, a flagship enterprise of the Tata Group, has been a pioneer in India’s fortified food sector since its establishment in 1939. Headquartered in Mumbai, the company operates at the intersection of nutrition and sustainability, addressing micronutrient deficiencies through science-led innovation. Its landmark product, Tata Salt Plus, launched in 2016, was India’s first iodised salt fortified with iron and now reaches over 100 million households. In 2021, the company expanded its fortified product portfolio with Tata NutriGrain, a wheat flour enriched with iron, folic acid, and vitamin B12, designed to help combat anaemia, particularly among women and children in both rural and urban areas. Tata Chemicals' R&D centres in Pune and Hyderabad are focused on biofortification and sustainable packaging, leveraging nanotechnology to enhance nutrient retention in essential staples. In collaboration with the Food Safety and Standards Authority of India (FSSAI), the company has fortified over 500,000 metric tonnes of rice and edible oils for public distribution systems. Additionally, its 2020 partnership with the Global Alliance for Improved Nutrition (GAIN) aims to fortify 1 million metric tonnes of food by 2025, aligning with the United Nations Sustainable Development Goal 2: Zero Hunger. In 2023, Tata Chemicals reported revenue of Rs 14,200 crore, with fortified foods accounting for 18% of its consumer products segment. Its CSR initiative, Project Aahar, delivers fortified meals to 200,000 schoolchildren annually across Maharashtra and Gujarat. With a workforce exceeding 3,500 employees and operations spanning 12 countries, Tata Chemicals remains steadfast in its mission to bridge India’s nutrition gap through scalable, research-driven solutions. Nestlé India Nestlé India, a subsidiary of Swiss multinational Nestlé S.A., has played a pivotal role in India’s fortified food sector since 1959. Its flagship product, Cerelac—a baby cereal fortified with iron and essential vitamins—has been instrumental in addressing malnutrition among children under the age of five, reaching approximately 15 million households annually. 206In 2022, the company launched MAGGI Masala-ae-Magic, a spice blend fortified with iron and iodine, specifically developed for low-income rural communities. Nestlé’s R&D facility in Manesar employs advanced technologies such as micronutrient encapsulation to enhance the bioavailability of nutrients in its fortified dairy offerings, including Nestlé a+ Milk, which is enriched with vitamins A and D. The company’s “Healthy Kids” programme, initiated in 2020, partners with over 50,000 schools to distribute fortified snacks to 1.5 million children, contributing to a 12% reduction in anaemia rates across targeted regions. In 2023, Nestlé India reported revenue of Rs 16,800 crore, with fortified products comprising 30% of its portfolio. Nestlé's collaboration with PATH (Programme for Appropriate Technology in Health) has enabled the distribution of iron-fortified bouillon cubes in tribal regions of Odisha and Chhattisgarh. Reflecting its commitment to Sustainable Development Goal 3 (Good Health and Well-being), the company invested Rs 210 crore in R&D in 2023, with a focus on delivering affordable nutrition to marginalised populations. ITC Limited Founded in 1910, ITC Limited is a diversified Indian conglomerate with a growing fortified food portfolio under its Aashirvaad brand. Aashirvaad Atta, enriched with iron, folic acid, and vitamin B12, is consumed by over 20 million households and has contributed to a 15% reduction in anaemia among women in Karnataka and Tamil Nadu. In 2021, the company launched Mission Millets, a national initiative aimed at promoting the consumption of nutrient-dense millet-based products. Among these is Aashirvaad Soul Creations, a range of snacks made from ragi, jowar, and quinoa, targeting health-conscious urban consumers. ITC reported revenue of Rs 60,000 crore in 2023, with fortified foods accounting for 15% of its overall food business. The company collaborates with the National Institute of Nutrition (NIN) to fortify 10,000 metric tonnes of staple products annually, in line with Food Safety and Standards Authority of India (FSSAI) guidelines. Through its CSR programme, Wellness for All, ITC provides fortified meals to 500,000 schoolchildren across Andhra Pradesh and West Bengal. Its sustainable agri-value chain initiative engages over 40,000 farmers in the production of biofortified crops, ensuring traceability and quality from farm to fork. With an R&D investment of Rs 180 crore in 2023, the company has developed cost-effective extrusion technologies for millet processing. Employing over 25,000 individuals, ITC’s fortified nutrition strategy is aligned with India’s National Nutrition Mission and supports Sustainable Development Goal 12 (Responsible Consumption and Production). AMUL (GCMMF) Established in 1946, Amul (Gujarat Cooperative Milk Marketing Federation) is India’s largest dairy cooperative, representing 3.6 million farmer-members across the country. Its fortified dairy portfolio includes Shakti Milk, enriched with vitamins A and D, and Amul ProLife Probiotic Dahi, which contains 1 billion CFU of live cultures to support gut health. In 2019, Amul launched Project Double Fortification, incorporating iron into select dairy products to combat anaemia among 2 million women in Gujarat and Rajasthan. In 2021, the cooperative expanded its functional offerings with the launch of ProLife Lassi, a probiotic drink designed for health-conscious urban millennials. Amul reported revenue of Rs 55,000 crore in 2023, with fortified products contributing 12% to its portfolio. Its R&D centre in Anand focuses on cold-chain optimisation and nutrient retention technologies, successfully reducing post-fortification vitamin loss by 20%. 207Amul collaborates with the National Dairy Development Board (NDDB) to distribute fortified milk through 10,000 village-level cooperatives, enhancing rural access to affordable nutrition. Its Amul Green initiative, launched in 2020, has led to a 30% reduction in plastic usage across packaging lines, reinforcing the cooperative’s commitment to sustainability. With a workforce exceeding 10,000, Amul continues to lead India’s fortified dairy segment by combining grassroots reach, science-backed innovation, and environmentally responsible practices. Britannia Industries Founded in 1892, Britannia Industries is a prominent player in India’s fortified food landscape, recognised for its innovative bakery and snack products. It's NutriChoice Digestive Zero biscuits, fortified with dietary fibre and iron, cater to health-conscious urban consumers, while the Iron-Enriched Marie Gold biscuits, launched in 2020, specifically address anaemia prevention among women and children. In 2022, the company launched the Fortify Bharat initiative, aimed at distributing 10 million fortified food packs annually to low-income households across rural Uttar Pradesh and Bihar. Britannia reported revenue of Rs 14,000 crore in 2023, with fortified products contributing 20% to its overall portfolio. The company partners with the Indian Council of Medical Research (ICMR) to develop nutrient-rich innovations, such as zinc-fortified bread and vitamin D-enriched cookies. Its R&D centre in Bengaluru leverages advanced extrusion technology to improve nutrient retention in baked goods, ensuring both efficacy and shelf stability. Aligned with Sustainable Development Goal 2 (Zero Hunger), Britannia’s CSR programme Nutrition for All delivers fortified mid-day meals to 750,000 schoolchildren through a collaboration with the Akshaya Patra Foundation. With a workforce of over 4,000 employees, Britannia is committed to reducing India’s anaemia burden by 15% by 2025 through inclusive and scalable fortification strategies. 4.4. Insights on Sustainability Trends The global food system faces a dual imperative: ensuring access to nutritious food for a growing population while mitigating the environmental and socio-economic impacts of production. Within this context, fortified foods have emerged as a sustainable and scalable solution to combat malnutrition, reduce healthcare burdens, and accelerate progress towards the United Nations Sustainable Development Goals (SDGs). By enriching everyday staples with essential vitamins, minerals, and bioactive compounds, fortification addresses critical nutrient deficiencies, particularly in low- and middle-income countries (LMICs) such as India. This approach aligns with sustainability principles by promoting health equity, reducing food waste, and fostering economic resilience. 4.4.1. Reducing Healthcare Burdens Through Preventive Nutrition Micronutrient deficiencies affect over two billion people globally and contribute to conditions such as anaemia, stunting, and impaired cognitive development. These deficiencies place considerable strain on healthcare systems by increasing vulnerability to infections, chronic illnesses, and maternal mortality. For example, iron-deficiency anaemia costs India an estimated 1.2% of its GDP annually through lost productivity and increased healthcare expenditure. Fortified foods act as a preventive measure by delivering essential nutrients through daily diets. A case in point is iron-fortified rice distributed through India's Public Distribution System (PDS). Studies indicate that regular consumption can reduce anaemia rates by up to 20% among women and children, leading to lower hospital admissions and improved workforce participation. Similarly, vitamin D- fortified dairy products help reduce the risk of osteoporosis, thereby alleviating the burden on elderly care services. By addressing deficiencies at the source, fortified foods reduce reliance on costly medical interventions and free up resources for broader public health programmes. 2084.4.2. Improving Global Nutrition Indices Fortification plays a vital role in advancing global nutrition objectives such as the World Health Organization’s Global Nutrition Targets and the Global Hunger Index (GHI). In regions where dietary diversity is constrained by poverty or climatic challenges, fortified staples such as wheat flour (with folic acid), iodised salt, and vitamin A-enriched cooking oils serve as critical nutritional lifelines. Iodised salt programmes have nearly eradicated goitre in over 120 countries, while vitamin A fortification has prevented childhood blindness across sub-Saharan Africa. In India, fortified foods are instrumental in improving indicators such as stunting (affecting 35% of children under five) and wasting. The Food Safety and Standards Authority of India (FSSAI) mandates fortification of staples such as milk, oil, and rice in social welfare schemes. Early results from states like Gujarat and Maharashtra demonstrate improved haemoglobin levels and cognitive scores among schoolchildren receiving fortified mid-day meals. These improvements support long-term economic growth by enhancing productivity and enabling communities to break the cycle of poverty. 4.4.3. Accelerating Progress Towards UN SDGs Fortified foods contribute to several SDGs, creating a multiplier effect across health, economy, and sustainability: • SDG 2 (Zero Hunger): Fortification improves the nutritional quality of food without requiring significant behavioural changes. For example, zinc-fortified wheat in Ethiopia improved child survival rates by 18%, supporting efforts to end hunger and malnutrition. • SDG 3 (Good Health and Well-being): By preventing deficiency-related conditions, fortification reduces child mortality (SDG 3.2) and supports safer pregnancies and maternal health (SDG 3.1). • SDG 12 (Responsible Consumption and Production): Fortification enhances the value of existing food supply chains, minimising waste and optimising resource use. Companies such as Nestlé and Tata Consumer Products incorporate fortification into sustainable sourcing practices consistent with circular economy models. • SDG 17 (Partnerships for the Goals): Fortification efforts are driven by strong public-private partnerships. Programmes led by the Global Alliance for Improved Nutrition (GAIN) and UNICEF’s Scaling Up Nutrition (SUN) bring together governments, NGOs, and industry stakeholders to scale nutritional interventions. 4.4.4. Challenges and Considerations for Sustainable Impact Despite its advantages, fortification faces several implementation challenges. Distribution inequalities persist, with fortified products often reaching urban and affluent populations first, leaving rural and marginalised groups underserved. For instance, probiotic beverages and protein-enriched snacks in India tend to cater to metropolitan consumers, underscoring the need for inclusive pricing and rural outreach strategies. Cultural acceptance and consumer preferences also influence adoption. In Rajasthan, zinc-fortified lentils initially met resistance until local campaigns raised awareness of their health benefits. Furthermore, harmonising food standards across jurisdictions, such as between FSSAI guidelines and European Union regulations, is essential for trade and compliance. Over-fortification can also pose health risks. Excessive vitamin A intake, for example, may lead to toxicity. Additionally, the environmental impact of energy-intensive production must be considered. Nevertheless, innovations such as biofortification offer promising, climate-resilient alternatives. Iron- rich pearl millet, developed for India's arid regions, exemplifies how nutrition and sustainability can be effectively integrated. 2094.4.5. Fortified Foods as a Pillar of Sustainable Development Fortified foods represent more than a nutritional intervention. They signify a structural shift towards preventive healthcare, efficient resource utilisation, and inclusive development. Integrating fortification into national food policies can help countries reduce healthcare burdens, improve nutrition indicators, and accelerate progress towards the SDGs. For India, scaling initiatives such as fortified rice distribution and micronutrient-enriched snacks could significantly improve public health outcomes while supporting climate goals through more sustainable food systems. As climate change and population pressures intensify, the relevance of fortified foods will continue to grow. Strategic collaboration between governments, private sector players, and communities will be critical to ensuring these interventions reach the populations that need them most, laying the foundation for a healthier and more sustainable future. 4.4.6. Micronutrient deficiency and need for food fortification Micronutrient deficiencies, often referred to as “hidden hunger”, continue to pose a significant public health challenge in India. These deficiencies hinder physical and cognitive development, reduce economic productivity, and diminish overall quality of life. Although progress has been made, deficiencies in iron, vitamin A, iodine, zinc, folate, and vitamin B12 remain prevalent, particularly among children, pregnant women, and rural communities. These deficiencies contribute to a wide range of adverse health outcomes, including anaemia, compromised immunity, birth defects, and irreversible developmental delays. Food fortification, which involves enhancing staple foods with essential vitamins and minerals, has emerged as a cost-effective and scalable intervention to address these nutrient gaps, particularly in low- income and resource-constrained settings. Prevalence of Key Micronutrient Deficiencies The burden of micronutrient deficiencies differs considerably across age groups, gender, and regions (Table 87). Iron-deficiency anaemia, for instance, affects 40% of children under five and 52% of pregnant women, with rural populations experiencing significantly higher rates due to limited dietary diversity and inadequate healthcare access. Vitamin A deficiency, a major cause of childhood blindness and increased mortality, affects 22% of preschool children. Iodine deficiency persists among 13% of the general population despite widespread salt iodisation efforts. Zinc and folate deficiencies, at 30% and 28% respectively, among women of reproductive age, elevate the risks of complications during pregnancy and neonatal health issues. Table 38: Prevalence of Micronutrient Deficiencies in India (%) Micronutrient Children Pregnant Adolescents General Rural vs. Urban <5 (%) Women (%) (%) Population Gap (%) (%) Iron 40 52 35 25 Rural +15% Vitamin A 22 18 12 10 Rural +10% Iodine 15 14 12 13 Rural +5% Zinc 30 32 28 20 Rural +12% Folate 28 30 25 18 Rural +8% Vitamin B12 25 28 20 15 Rural +10% Source: National Family Health Survey (NFHS-5, 2019–21), Comprehensive National Nutrition Survey (CNNS), 2016–18 Economic and Health Burden Micronutrient deficiencies impose substantial economic and health costs on India. They account for an estimated 1.2% of annual GDP losses, driven by reduced productivity and increased healthcare expenditure. Iron deficiency alone results in economic losses of approximately Rs 1.8 lakh crore per year. In total, deficiencies in iron, vitamin A, iodine, and zinc contribute to the loss of over 10 million Disability-Adjusted Life Years (DALYs) annually. The healthcare system allocates between Rs 12,000 210crore and Rs 15,000 crore per year to treat related conditions such as anaemia, goitre, and neural tube defects, diverting vital resources from broader public health initiatives. Table 39: Economic and Health Impact of Deficiencies Deficiency GDP Loss (Annual) DALYs Lost (Million) Healthcare Costs (Rs Crore/Year) Iron Rs 1.8 lakh crore 6.5 8,000 Vitamin A Rs 0.5 lakh crore 2.2 2,500 Iodine Rs 0.3 lakh crore 1.3 1,200 Zinc Rs 0.4 lakh crore 1.8 1,800 India has implemented several national-level food fortification programmes to combat micronutrient deficiencies. The salt iodisation initiative, launched in 1983, now reaches 92% of the population and has significantly reduced goitre incidence. In 2018, iron-fortified wheat was introduced and now covers 15% of the population through the Mid-Day Meal Scheme and the Public Distribution System (PDS). Vitamin A-fortified edible oil, primarily available in urban areas, reaches around 30% of the population. Fortified rice, which was piloted in 2021, currently reaches 8% of the population through government-run schemes. However, regional disparities persist. Southern states tend to show higher adoption and distribution levels, while northern and rural regions continue to face inconsistencies in supply and access, particularly in public procurement systems. Food fortification offers several advantages, particularly in combating micronutrient deficiencies and enhancing public health. Here’s a breakdown of its benefits: 4.4.7. Benefits of Food Fortification Scalability and Cost-effectiveness: • Adding essential vitamins and minerals to staple foods is an affordable and efficient method to address “hidden hunger.” • For example, iodizing salt costs less than Rs 0.50 per person annually, significantly reducing iodine deficiency disorders (IDD), including goiter, by over 70% since 1983. • Iron-fortified rice, distributed via India’s Public Distribution System (PDS), targets anemia among 50 million people, offering a much cheaper solution compared to clinical treatments. Economic Returns: • Fortification yields a high economic return: every Rs 1 invested in fortification can result in Rs 9–12 in economic gains through improved productivity and reduced healthcare costs. Equity in Nutritional Access: • Unlike dietary supplements or specific programs, fortified foods are widely consumed across all socioeconomic groups. This ensures equitable distribution, particularly for marginalised groups. • Examples include Tata Salt Plus (iron-fortified iodised salt) reaching 100 million households and fortified oils ensuring better nutrition across both urban and rural sectors. Protection Against Intergenerational Malnutrition: • Fortification helps prevent maternal and child health issues. For instance, folic acid-fortified wheat reduces neural tube defects by 30%, and vitamin A-fortified oil prevents blindness and reduces child mortality rates. Alignment with Sustainable Development Goals (SDGs): • Fortification directly contributes to SDG 3 (Good Health), SDG 4 (Quality Education), and SDG 2 (Zero Hunger) by improving health outcomes, cognitive development, and reducing anaemia. 211Challenges and Policy Support: • While fortification is an effective strategy, it depends on regulatory frameworks, such as the Food Safety and Standards Authority of India (FSSAI) guidelines, and strong public-private partnerships to ensure success and consistency. Table 40: Economic and Health Impact of Deficiencies Fortification Target Coverage Key Outcomes Cost- Challenges Type Nutrient Effectiveness Salt Iodine 92% of Goiter reduced Rs Rural-urban Iodization households from 70% 0.50/person/year gaps (65% vs. (1983) to 13% 95%). (2023). Iron- Iron, 15 states Anemia Rs 9 return per Stability issues Fortified Folic (PDS/MDM) dropped 12% in Rs 1 invested in storage. Wheat Acid Gujarat (2018– 2022). Vitamin A- Vitamin 30% urban Child mortality Rs 5 return per Limited rural Fortified Oil A markets fell 24% in Rs 1 invested penetration. fortified regions. Double- Iron + Pilot in 5 Anemia Rs 7 return per Technical Fortified Iodine states reduced 8% in Rs 1 invested hurdles in Salt Tamil Nadu production. (2020–2023). Fortified Iron, 8% Hemoglobin Rs 12 return per Supply chain Rice (FRK) B12, population levels rose 1.2 Rs 1 invested inefficiencies. Folate g/dL in Bihar (2022). Source: NFHS-5 (2019–21), FSSAI Reports, GAIN India 4.4.8. Premixes for Fortification Premixes are specialised nutrient blends that enable the large-scale fortification of food products like salt, wheat, and rice. They play a critical role in India’s food fortification initiatives by ensuring uniform and efficient nutrient addition. Role in Government Programs: Premixes are used in key fortification schemes such as: • Salt iodisation • Double-fortified salt • Iron-fortified wheat via the PDS • Fortified rice in mid-day meal schemes. Key Players in the Premix Market: Leading companies, including DSM, Hexagon Nutrition, and SternVitamin, supply high-quality premixes in compliance with FSSAI guidelines for food fortification. Challenges: Despite the benefits, premix application faces challenges such as: • Last-mile delivery issues in rural areas • Stability concerns during transport and storage • The need for customisation based on regional dietary patterns. Premixes represent a backbone in fortification programs, ensuring cost-effective and reliable delivery of 212micronutrients to the population. 4.4.9. Multiple Micronutrient Powder for Fortification Multiple Micronutrient Powder (MNP) is a significant innovation in India’s fortified food sector, designed to tackle hidden hunger by addressing multiple nutrient deficiencies at once. MNP is a dry powder blend of essential vitamins and minerals, typically including iron, vitamin A, zinc, folic acid, and others. It can be easily sprinkled onto semi-solid or cooked foods without affecting their taste, colour, or texture. In India, MNPs are primarily targeted at vulnerable groups such as children under five and pregnant or lactating women, who are most affected by malnutrition. MNPs have gained widespread adoption through government-backed health and nutrition programs, such as the Integrated Child Development Services (ICDS), POSHAN Abhiyaan, and collaborations with international organisations like UNICEF, WHO, and the Global Alliance for Improved Nutrition (GAIN). These powders are often distributed through Anganwadi centres, particularly in regions with high rates of anaemia and stunting. They are also ideal for home fortification, making them an effective solution in rural and low-resource areas where access to packaged fortified foods is limited. In addition to government programmes, there has been growing demand for MNPs in the private sector. Health-focused brands are offering sachets for home use, particularly aimed at health-conscious parents. The ease of use, affordability, and ability to deliver up to 15 nutrients in a single dose make MNPs an effective tool in improving health outcomes. Research in India has shown that regular use of MNPs can significantly reduce anaemia, boost cognitive development, and strengthen immunity among children. Despite their potential, challenges remain. These include issues around adherence to usage guidelines, supply chain management, and raising community awareness to ensure maximum impact. As India continues to scale up its fortified food programmes, MNPs offer a scalable and practical solution to improve nutritional security at the household level, especially for underserved populations. 5. Threats and Challenges Stringent Regulatory Frameworks The clinical and therapeutic nutrition segment operates under strict domestic and international regulations, including those from FSSAI, WHO, and country-specific drug and food authorities. Compliance with evolving labelling, safety, and quality norms, especially for micronutrient premixes, therapeutic foods, and disease-specific nutrition products, is resource-intensive and can delay time-to- market. Volatile Raw Material Prices and Supply Chain Disruptions Many ingredients used in clinical and functional foods, such as vitamins, whey protein, emulsifiers, and specialised amino acids, are either imported or dependent on global supply chains. Fluctuations in prices due to geopolitical factors, currency volatility, or disruptions (e.g., pandemic-related closures, freight delays) pose margin pressure and operational risks. High R&D and Innovation Costs Products such as ready-to-use therapeutic foods (RUTF), diabetic-specific nutrition powders, or renal- care formulations require extensive R&D, clinical validations, and product trials. The high cost of innovation, coupled with the long product development cycle, increases capital requirements and market entry risks. Consumer Awareness and Acceptance Although awareness of clinical and functional nutrition is growing, it remains limited in Tier II and Tier III cities. Moreover, product categories like peptide-based nutrition, renal/hepatic care nutrition, and micronutrient sachets often face resistance due to a lack of awareness, taste concerns, or limited 213healthcare provider advocacy 6. Competitive Landscape 6.1. Clinical Nutrition and Wellness Nutrition Segment Company Overview Hexagon Nutrition Limited Hexagon Nutrition Limited is a Mumbai-based company founded in 1991 that focuses on health and nutrition through science-backed products. It offers a range of solutions like clinical nutrition, micronutrient premixes, and fortified foods under brands such as PENTASURE, OBESIGO, and PEDIAGOLD. The company runs manufacturing units in Nashik, Chennai, and Thoothukudi and exports to over 70 countries. Hexagon Nutrition serves hospitals, pharmacies, e-commerce platforms, and food manufacturers, while also working with NGOs and global organisations to fight malnutrition globally. Abbott Healthcare Pvt Ltd. Abbott Healthcare Pvt Ltd., a subsidiary of Abbott Laboratories, is a healthcare company in India with a strong presence across pharmaceuticals, nutrition, diagnostics, and medical devices. It offers a wide portfolio of branded generic medicines, catering to therapeutic areas such as gastroenterology, women's health, cardiology, and neurology. Abbott Healthcare has a pan-India distribution network. Modi Mundipharma This New Delhi-based firm is a joint venture between the Umesh Private Limited Modi Group and the Mundipharma Group. The company specialises in drug delivery systems, including long-acting formulations for pain management and cardiovascular conditions. Their main health and nutrition products include Signutra and Modilac. Other products include Nitrocontin® and Unicontin-E®, along with in-licensed drugs like Monurol® and Fluimucil®. Modi Mundipharma primarily serves the Indian market and has a presence in South Asia, focusing on areas such as pain management, cardiovascular health, and respiratory care. Zydus Wellness Limited Zydus Wellness Limited is an Indian consumer healthcare company operating in the nutrition, personal care, and wellness segments. Its product portfolio includes brands such as Complan, Glucon-D, Sugar Free, Nycil, and Everyuth. The company is part of the Zydus Group and benefits from shared R&D and distribution infrastructure. Nestle India Limited Nestlé India Limited is a subsidiary of Nestlé S.A., Switzerland, and operates in India’s food and beverages segment. Its product portfolio spans categories such as dairy, nutrition, culinary, beverages, and confectionery, with key brands including Maggie, Nescafé, Cerelac, KitKat, and Milkmaid. The company has a pan-India presence with multiple manufacturing facilities and a strong distribution network. 6.1.1. Financial Parameters Table 41: Financial Parameters, FY23 Parameters Hexagon Abbott Modi Zydus Nestle Nutrition Healthcare Mundipharma Wellness India Limited Pvt Ltd. Private Limited Limited Limited* Net Sales (Rs. 2,785 76,778 11,374 22,548 1,68,970 Million) Operating 172 12,389 721 3,372 37,126 Profit (EBITDA) 214Parameters Hexagon Abbott Modi Zydus Nestle Nutrition Healthcare Mundipharma Wellness India Limited Pvt Ltd. Private Limited Limited Limited* (Rs. Million) Operating 6.2 16.1 5.4 14.95 21.97 Margin (in %) Net Profit 57 6,581 82 3,104 23,905 (Rs. Million) Net Profit 2.0 8.6 0.7 13.77 14.1 Margin (in %) Debt-to- 0.32 0.09 1.2 0.06 0.01 Equity Return on 7.4 10.3 16.58 5.97 1,68,970 Capital Employed (ROCE) (in %) Source: Company Annual Reports, CareEdge Research; *=Nestle India Financial is for the Calendar year 2022. Table 42: Financial Parameters, FY24 Parameters Hexagon Abbott Modi Zydus Nestle Nutrition Healthcare Mundipharma Wellness India Limited Pvt Ltd. Private Limited Limited Limited Net Sales (Rs. Million) 2,977 84,526 11,911 23,278 2,43,939 Operating Profit 249 13,497 606 3,082 58,498 (EBITDA) (Rs. Million) Operating Margin (in 8.4 16.0 5.1 13.2 24.0 %) Net Profit (Rs. Million) 123 8,277 27 2,669 39,328 Net Profit Margin (in 4.1 9.8 0.2 11.5 16.1 %) Debt-to-Equity 0.21 0.03 1.2 0.06 0.01 Return on Capital 12.40 10.6 14.1 5.3 82.8 Employed (ROCE) (in %) Source: Company Annual Reports, CareEdge Research Table 43: Financial Parameters, FY25 Parameters Hexagon Abbott Modi Zydus Nestle Nutrition Healthcare Mundipharma Wellness India Limited Pvt Ltd. Private Limited Limited Limited Net Sales (Rs. 3,249 N/A N/A 27,089 2,02,016 Million) Operating 401 N/A N/A 3,797 47,498 Profit (EBITDA) (Rs. Million) Operating 12.3 N/A N/A 14 23.5 Margin (in %) Net Profit 243 N/A N/A 3,469 32,076 (Rs. Million) 215Parameters Hexagon Abbott Modi Zydus Nestle Nutrition Healthcare Mundipharma Wellness India Limited Pvt Ltd. Private Limited Limited Limited Net Profit 7.5 N/A N/A 12.8 15.9 Margin (in %) Debt-to- 0.14 N/A N/A 0.03 0.19 Equity Return on 18.05 N/A N/A 6.5 59.3 Capital Employed (ROCE) (in %) Source: Company Annual Reports, CareEdge Research 6.2. Premix Segment Company Overview Firmenich The firm is a subsidiary of the global Firmenich Group, with a presence in the Aromatics health and nutrition sector. The company develops flavour solutions for Production (India) functional foods, beverages, and nutritional products, aiming to enhance taste Private Limited while supporting health and wellness. Its products are used in items like health drinks, dietary supplements, and fortified foods. The solutions are used across India and international markets, serving a wide range of industries including wellness nutrition, sports nutrition, and clinical nutrition. Sudeep Nutrition Sudeep Nutrition Private Limited was established in 2020, is a subsidiary of Private Limited Sudeep Pharma. The company develops and manufactures nutritional ingredients for use in food, beverages, and dietary supplements. Its offerings include micronutrient premixes, encapsulated and granulated minerals, and spray-dried ingredients. In the premix segment, Sudeep Nutrition Private Limited develops tailored micronutrient blends designed for use in a range of food, beverage, and dietary supplement products. P D Navkar Bio- P D Navkar Bio-Chem Private Limited, founded in 1989 and based in Chem Private Bengaluru, manufactures food and pharmaceutical ingredients, including Limited micronutrient premixes. The company serves industries such as food processing, bakery, nutraceuticals, and cosmetics, and operates in both domestic and international markets. They offer customized vitamin, mineral, and nutrient blends for flour fortification, dietary supplements, and functional foods in the premix segment. AQC Chem Lab Founded in 2009 and based in Faridabad, Haryana, focuses on creating Private Limited micronutrient premixes for food fortification. The company provides customized blends of essential vitamins and minerals for use in products like wheat flour, rice, oil, and multi-nutrient powder sachets. AQC Chem Lab works with both domestic and international markets, particularly in Asia and Africa, to help address nutritional gaps by fortifying staple foods. Stern Ingredients Established in 2008 and headquartered in Mumbai, is a subsidiary of the India Private international Stern-Wywiol Gruppe. The company specializes in providing Limited customized solutions for the milling and bakery industries, offering products such as flour improvers, bread and rusk improvers, dough softeners, and flour standardizers. They offer micronutrient premixes designed to fortify staple foods. Nagase India Nagase India Private Limited, established in 2006 and headquartered in Private Limited Mumbai, is a subsidiary of Nagase & Co., Japan. The company provides innovative solutions in the food and nutrition sector, offering products like saccharides, enzymes, and nutraceutical ingredients. Serving both domestic and international markets, Nagase India supports industries such as food processing, dietary supplements, and functional foods. Glanbia The firm is part of the global Glanbia Group, they focus on sports and lifestyle 216Company Overview Performance nutrition through brands like Optimum Nutrition and Isopure. The India unit Nutrition (India) primarily handles finished products, Glanbia Nutritionals, its parent division, Private Limited offers custom nutrient premixes globally. These premixes include blends of vitamins, minerals, and other nutrients for use in food, beverages, and supplements. 6.2.1. Financial Parameters Table 44: Financial Parameters, FY23 Parameters Hexagon Firmenich Sudeep P D AQC Stern Nagase Glanbia Nutrition Aromatics Nutrition Navkar Chem Ingredients India Perform Limited Production Private Bio- Lab India Private ance (India) Limited Chem Private Private Limited Nutritio Private Private Limited Limited n (India) Limited Limited Private Limited Net Sales 2,785 28,943 414 1,960 426 222 4,622 3,483 (Rs. Million) Operating 172 4,041 50 394 94 5 244 508 Profit (EBITDA) (Rs. Million) Operating 6.2 14.0 12.1 20.1 22.1 2.0 5.3 14.6 Margin (in %) Net Profit 57 2,463 2 305 74 1 192 368 (Rs. Million) Net Profit 2.0 8.5 0.5 15.6 17.4 0.6 4.2 10.6 Margin (in %) Debt-to- 0.32 0.00 6.08 0.08 0.28 1.19 0.00 0.08 Equity Return on 7.4 18.5 7.4 41.1 41.3 27.3 27.2 65.8 Capital Employed (ROCE) (in %) Source: Company Annual Reports, CareEdge Research Table 45: Financial Parameters, FY24 Parameter Hexagon Firmenich Sudeep P D AQC Stern Nagase Glanbia s Nutritio Aromatics Nutritio Navkar Chem Ingredient India Performanc n Productio n Bio- Lab s India Private e Nutrition Limited n (India) Private Chem Private Private Limite (India) Private Limited Private Limite Limited d Private Limited Limite d Limited d Net Sales 2,977 32,676 1,319 1,783 364 217 4,752 4,019 (Rs. Million) Operating 249 6,974 443 349 66 22 238 572 Profit (EBITDA) (Rs. Million) 217Parameter Hexagon Firmenich Sudeep P D AQC Stern Nagase Glanbia s Nutritio Aromatics Nutritio Navkar Chem Ingredient India Performanc n Productio n Bio- Lab s India Private e Nutrition Limited n (India) Private Chem Private Private Limite (India) Private Limited Private Limite Limited d Private Limited Limite d Limited d Operating 8.4 21.3 33.6 19.6 18.2 10.4 5.0 14.2 Margin (in %) Net Profit 123 4,698 322 271 45 20 196 428 (Rs. Million) Net Profit 4.1 14.4 24.4 15.2 12.3 9.3 4.1 10.6 Margin (in %) Debt-to- 0.21 0.00 0.76 0.03 0.18 0.28 0.00 0.00 Equity Return on 12.4 26.6 70.8 28.5 23.6 69.8 22.2 47.5 Capital Employed (in %) Source: Company Annual Reports, CareEdge Research Table 46: Financial Parameters, FY25 Parameter Hexagon Firmenich Sudeep P D AQC Stern Nagase Glanbia s Nutritio Aromatics Nutritio Navkar Chem Ingredient India Performanc n Productio n Bio- Lab s India Private e Nutrition Limited n (India) Private Chem Private Private Limite (India) Private Limited Private Limite Limited d Private Limited Limite d Limited d Net Sales 3,249 N/A N/A N/A N/A N/A N/A N/A (Rs. Million) Operating 401 N/A N/A N/A N/A N/A N/A N/A Profit (EBITDA) (Rs. Million) Operating 12.3 N/A N/A N/A N/A N/A N/A N/A Margin (in %) Net Profit 243 N/A N/A N/A N/A N/A N/A N/A (Rs. Million) Net Profit 7.5 N/A N/A N/A N/A N/A N/A N/A Margin (in %) Debt-to- 0.14 N/A N/A N/A N/A N/A N/A N/A Equity Return on 18.05 N/A N/A N/A N/A N/A N/A N/A Capital Employed (ROCE) (in %) Source: Company Annual Reports, CareEdge Research 2186.3. ESG RUTF/RUSF Segment Company Overview Nutrivita Foods The company specialises in manufacturing Ready-to-Use Therapeutic Foods Private Limited (RUTF) and Ready-to-Use Supplementary Foods (RUSF) aimed at addressing severe acute malnutrition. Their product range includes formulations like Plumpy’Nut, Plumpy’Sup, and Plumpy’Doz, designed for therapeutic and supplementary nutrition. They serve markets across Asia and Africa, supplying products through aid agencies, NGOs, and health organisations. Compact India Compact India Private Limited, established in 2008 and based in Gurugram, Limited Haryana, operates as a subsidiary of GC Rieber Compact AS. The company specialises in manufacturing lipid-based Ready-to-Use Therapeutic Food (RUTF) and Ready-to-Use Supplementary Food (RUSF) products, designed to address severe and moderate acute malnutrition. Thy use of peanut-based nutritional pastes to treat malnutrition in nutrition programs in Asia and Africa. Soma Nutrition Soma Nutrition Labs Private Limited, based in Pune, develops and Labs Private manufactures semi-solid nutritional products aimed at addressing malnutrition. Limited With a modern facility in Jejuri and an in-house R&D team, the company supports public health and humanitarian nutrition programs in various regions. Nuflower Foods Nuflower Foods and Nutrition Private Limited, based in New Delhi, develops and Nutrition and manufactures lipid-based nutrition products such as RUTF, RUSF, and Private Limited LNS to support malnutrition treatment programs. With a large-scale facility and global partnerships, including with UNICEF and WFP, the company supplies these products to public health and humanitarian initiatives. Nutriset SAS Nutriset SAS is a France-based company specializing in the development and production of nutritional solutions for the treatment and prevention of malnutrition. Established in 1986, it is known for supplying ready-to-use therapeutic foods (RUTFs) and other nutritional products to international organizations, NGOs, and governments. Its products include Plumpy’Nut, therapeutic milks, and micronutrient powders. Nutriset operates globally through a network of local partners and contract manufacturers, with a primary focus on public health and humanitarian nutrition programs 6.3.1. Financial Parameters Table 47: Financial Parameters, FY23 Parameters Hexagon Nutrivita Compact Soma Nuflower Nutriset Nutrition Foods India Nutrition Foods and SAS* Limited Private Limited Labs Private Nutrition Limited Limited Private Limited Net Sales (Rs. 2,785 696 2,272 2,266 1,205 13,279 Million) Operating Profit 172 95 324 281 35 1,005 (EBITDA) (Rs. Million) Operating Margin 6.2 13.6 14.2 12.4 2.9 7.6 (in %) Net Profit (Rs. 57 73 298 228 -45 553 Million) Net Profit Margin 2.0 10.49 13.09 10.06 -3.74 4.2 (in %) Debt-to-Equity 0.32 0.70 0.25 0.74 3.59 0.67 Return on Capital 7.4 67.5 50.0 67.3 0.1 8.9 Employed (ROCE) (in %) Source: Company Annual Reports, CareEdge Research; *=Nutriset Financials are for Calendar Year 2022 219Table 48: Financial Parameters, FY24 Parameters Hexagon Nutrivita Compact Soma Nuflower Nutriset Nutrition Foods India Nutrition Foods and SAS Limited Private Limited Labs Nutrition Limited Private Private Limited Limited Net Sales (Rs. 2,977 979 1,851 N/A 1,299 N/A Million) Operating Profit 249 173 355 N/A 127 N/A (EBITDA) (Rs. Million) Operating 8.4 17.7 19.2 N/A 9.8 N/A Margin (in %) Net Profit (Rs. 123 136 259 N/A 38 N/A Million) Net Profit 4.1 13.9 14.0 N/A 2.9 N/A Margin (in %) Debt-to-Equity 0.21 0.01 0.13 N/A 1.69 N/A Return on 12.4 66.0 53.4 N/A 26.1 N/A Capital Employed (ROCE) (in %) Source: Company Annual Reports, CareEdge Research Table 49: Financial Parameters, FY25 Parameters Hexagon Nutrivita Compact Soma Nuflower Nutriset Nutrition Foods India Nutrition Foods and SAS Limited Private Limited Labs Nutrition Limited Private Private Limited Limited Net Sales (Rs. 3,249 N/A N/A N/A N/A N/A Million) Operating Profit 401 N/A N/A N/A N/A N/A (EBITDA) (Rs. Million) Operating 12.3 N/A N/A N/A N/A N/A Margin (in %) Net Profit (Rs. 243 N/A N/A N/A N/A N/A Million) Net Profit 7.5 N/A N/A N/A N/A N/A Margin (in %) Debt-to-Equity 0.14 N/A N/A N/A N/A N/A Return on 18.05 N/A N/A N/A N/A N/A Capital Employed (ROCE) (in %) Source: Company Annual Reports, CareEdge Research 7. Business Overview Hexagon Nutrition Limited is a differentiated and research-oriented pure-play nutrition company. It is the only holistic nutrition player that offers products across a whole range starting with micronutrient premixes, right up to therapeutic and clinical products. Established in 1993 as a micronutrient formulations player, the Company has progressively moved up the value chain with the development of 220its in-house brands such as PENTASURE, OBESIGO, and PEDIAGOLD which cater to diverse therapy areas including diabetes, renal, bariatric, hepatic, and other specialized conditions. The Company has a global footprint across 70+ countries and operates three manufacturing facilities and two in-house R&D centres in India. Backed by international health partnerships and quality certifications, it is positioned as an integrated and innovation-led nutrition player. Hexagon Nutrition is one of the largest premix players in India, offering customised vitamin and mineral premixes to leading Indian and multinational FMCG companies. It is also one of the largest licensed suppliers of Micronutrient Powders (MNPs) under UN programmes, supporting global food fortification and public health initiatives. Comparison Hexagon Abbott Nestlé Zydus Modi Factors Nutrition Healthcare India Wellness Mundipharma Number of products - ~10 ~8 ~6–7 ~6–7 ~3 wellness nutrition Number of products - ~12 ~12 ~5–6 0 0 disease specific nutrition (clinical nutrition) Access to in-house Yes No No No No premix nutritional raw materials Source: Company Reports/Websites, CareEdge Table 50: Financial Parameters, FY23-FY25 Parameters FY23 FY24 FY25 Net Sales (Rs. Million) 2,785 2,977 3,249 Operating Profit (EBITDA) (Rs. Million) 172 249 401 Operating Margin (in %) 6.2 8.4 12.3 Net Profit (Rs. Million) 57 123 243 Net Profit Margin (in %) 2 4.1 7.5 Debt-to-Equity 0.32 0.21 0.14 Return on Capital Employed (ROCE) (in %) 7.4 12.4 18.05 Source: Company Annual Reports, CareEdge Research During FY25, the revenue of Hexagon Nutrition Limited grew by 9.1% Y-O-Y compared to 6.9% Y-O- Y in FY24. The EBITDA Margin for FY25 witnessed expansion of 390 bps from the previous year; consequently, operating profit jumped nearly 61% to reach Rs 401 crore. 8. Abbreviations Below are the list of abbreviations and their meanings used throughout the report for reference: Term Full form / Description AI Artificial Intelligence AIIMS All India Institute of Medical Sciences AMUL Anand Milk Union Limited ANVISA Agência Nacional de Vigilância Sanitária (Brazilian Health Regulatory Agency) APEDA Agricultural and Processed Food Products Export Development Authority ASCI Advertising Standards Council of India ASEAN Association of Southeast Asian Nations 221Term Full form / Description ASPEN American Society for Parenteral and Enteral Nutrition ASSOCHAM Associated Chambers of Commerce and Industry of India AYUSH Ayurveda, Yoga, Unani, Siddha, and Homeopathy BASF Badische Anilin- und Soda-Fabrik (German chemical company) BTA Business Travel Allowance CAGR Compound Annual Growth Rate CARE CARE Analytics and Advisory Private Limited CBD Cannabidiol CDSCO Central Drugs Standard Control Organization CFR Code of Federal Regulations CFU Colony Forming Unit CGM Continuous Glucose Monitoring CKD Chronic Kidney Disease CMC Chemistry, Manufacturing, and Controls CNNS Comprehensive National Nutrition Survey COVID Coronavirus Disease CSR Corporate Social Responsibility CY Calendar Year DCGI Drugs Controller General of India DGCIS Directorate General of Commercial Intelligence and Statistics DNA Deoxyribonucleic Acid DSM Dutch multinational corporation in nutrition and health EBITDA Earnings Before Interest, Taxes, Depreciation, and Amortization EC European Commission EMA European Medicines Agency ESG Environmental, Social, and Governance EU European Union FAO Food and Agriculture Organization FDA Food and Drug Administration FE Foreign Exchange FFI Food Fortification Initiative FMCG Fast-Moving Consumer Goods FOSHU Foods for Specified Health Uses (Japan) FRE Food Research and Extension FSDU Food for Special Dietary Uses FSMP Food for Special Medical Purposes FSS Food Safety Standards FSSAI Food Safety and Standards Authority of India FY Fiscal Year GAIN Global Alliance for Improved Nutrition GCC Gulf Cooperation Council GCMMF Gujarat Cooperative Milk Marketing Federation GDP Gross Domestic Product GHI Global Hunger Index GLOBOCAN Global Cancer Observatory 222Term Full form / Description GMP Good Manufacturing Practices GSO General Service Officer / Gulf Standards Organization (context-specific) HFSS High in Fat, Sugar and Salt HP Health Promotion / Hewlett-Packard (context-specific) HUL Hindustan Unilever Limited IARC International Agency for Research on Cancer IBS Irritable Bowel Syndrome ICDS Integrated Child Development Services ICMR Indian Council of Medical Research ICU Intensive Care Unit IDD Iodine Deficiency Disorders IDF International Diabetes Federation IFA Iron and Folic Acid IFPRI International Food Policy Research Institute II Industrial Injuries / Institutional Investor (context-specific) III India Infrastructure Index / International Investment Initiative (context-specific) IMF International Monetary Fund INDIAB India Diabetes Study ITC Imperial Tobacco Company of India Limited (now ITC Limited) JAY Jan Arogya Yojana LASI Longitudinal Ageing Study in India MAGGI Maggi (brand of Nestlé) MCP Medical Care Plan / Maternal Child Protection MNP Micronutrient Powder MOSPI Ministry of Statistics and Programme Implementation MWCD Ministry of Women and Child Development NCD Non-Communicable Diseases NCG National Cancer Grid NCRP National Cancer Registry Programme NDDB National Dairy Development Board NFHS National Family Health Survey NHM National Health Mission NICE National Institute for Health and Care Excellence NIN National Institute of Nutrition NITI National Institution for Transforming India (NITI Aayog) NKFI National Kidney Foundation of India NNM National Nutrition Mission NNMB National Nutrition Monitoring Bureau NPCDCS National Programme for Prevention and Control of Cancer, Diabetes, Cardiovascular Diseases and Stroke NPHCE National Programme for Health Care of Elderly NSSO National Sample Survey Office OBESIGO Obesity in Pregnancy study (context-specific) PATH Program for Appropriate Technology in Health PDS Public Distribution System 223Term Full form / Description PE Physical Education / Pulmonary Embolism (context-specific) PEDIAGOLD PediaGold (nutrition supplement brand) PENTASURE PentaSure (nutritional supplement) PIB Press Information Bureau PLFS Periodic Labour Force Survey PLI Production Linked Incentive PM Prime Minister PMDA Pharmaceuticals and Medical Devices Agency (Japan) POSHAN Prime Minister’s Overarching Scheme for Holistic Nutrition PPP Public Private Partnership / Purchasing Power Parity RBI Reserve Bank of India RDC Research and Development Centre RFS Ready-to-Feed Supplement / Rural Financial Services (context-specific) RNA Ribonucleic Acid RTE Right to Education RUTF Ready-to-Use Therapeutic Food RUTF/RUSF Ready-to-Use Therapeutic Food / Ready-to-Use Supplementary Food SAM Severe Acute Malnutrition SDG Sustainable Development Goals SEBI Securities and Exchange Board of India SUN Scaling Up Nutrition TGA Therapeutic Goods Administration (Australia) THR Take Home Rations UAE United Arab Emirates UHT Ultra-High Temperature (processed milk) UK United Kingdom UN United Nations UNFPA United Nations Population Fund UNICEF United Nations International Children’s Emergency Fund US United States USA United States of America USD United States Dollar USI Universal Salt Iodization WHO World Health Organization WIFS Weekly Iron and Folic Acid Supplementation AWCs Anganwadi Centres NRCs Nutrition Rehabilitation Centres SHGs Self-Help Groups 224OUR BUSINESS Some of the information in this section, including information with respect to our business plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking Statements” on page 27 for a discussion of the risks and uncertainties related to those statements and also “Risk Factors”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 38, 337 and 421 respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year are to the 12 months period ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information included herein is based on or derived from our Restated Financial Statement included in this Draft Red Herring Prospectus. For further information, see “Restated Financial Statement” on page 337. Additionally, see “Definitions and Abbreviations” on page 1 for certain terms used in this section. Unless the context otherwise requires, in this section, any reference to ‘we’ and ‘our’ is Hexagon Nutrition Limited on consolidated basis and any reference to ‘our Company’ is to Hexagon Nutrition Limited and its Subsidiaries on a standalone basis. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Industry Report on Indian Nutrition and Wellness Industry” dated September 04, 2025 prepared by CARE Analytics and Advisory Private Limited (the “CARE Report”) and exclusively commissioned and paid for by us in connection with the Offer. CARE Analytics and Advisory Private Limited is an independent agency which has no relationship with our Company, our Promoters or any of our Directors or KMPs or SM. The data included herein includes excerpts from the CARE report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Offer), that has been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the CARE Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the CARE Report is available on the website of our Company at https://hexagonnutrition.com/ until the Bid/Offer Closing Date. For more information, see “Risk Factors – 46 – Certain sections of this Draft Red Herring Prospectus contain information from the CARE Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks” on page 76. OVERVIEW We are a differentiated and research-oriented pure play nutrition Company. We are holistic nutrition player that offers products across a whole range starting with micronutrient premixes, right up to therapeutic and clinical products (Source: CARE Report). We are also one of the largest premix players in India, offering customised vitamin and mineral premixes to leading Indian and multinational FMCG companies. It is also one of the largest licensed suppliers of Micronutrient Powders (MNPs) under UN programmes, supporting global food fortification and public health initiatives (Source: CARE Report). Our product portfolio addresses a broad spectrum of nutritional aspects such as fortification of foods, therapeutic nutrition, clinical nutrition and alleviation of malnutrition. We are a fully integrated company engaged across the entire value chain, right from research and product development to manufacturing and marketing, with a focus on quality. Our Company began our journey in the year 1993 as a micronutrient formulations player and have steadily moved up the value chain to develop our brands such as “PENTASURE”, “OBESIGO” and “PEDIAGOLD” in the health, wellness, and clinical nutrition space. In Fiscal 2024, our Company further expanded our portfolio with the launch of a new brand, “NUTRONE”, strengthening our position in the segment. Our presence spans across India, and our products have been exported to over 75 countries during Fiscals 2023, 2024 and 2025. We operate three (3) manufacturing facilities in India, located in Nasik (Maharashtra), Chennai (Tamil Nadu) and Thoothukudi (Tamil Nadu), along with one (1) international manufacturing facility in Tashkent, Uzbekistan. Two of our Indian manufacturing facilities is situated in SEZ zones in Chennai (Tamil Nadu) and Thoothukudi (Tamil Nadu) and offers strategic advantages such as proximity to major ports and access to duty-free imports. For details, see “Our Business - Our Manufacturing Facilities” on page 234. Our integrated and standardized manufacturing processes enable us to maintain the quality of the products. We continuously strive to implement rigorous quality 225control and food safety measures across the entire production chain, from the procurement of raw materials to the finished product. Our manufacturing facilities have received various certifications and accreditations, including the FSSC 22000, Good Manufacturing Practice (GMP) certification, ISO 9001:2015 Certification, Halal Certification, amongst others from various local and international accreditation agencies. For details of quality certification obtained by each of our Facility, see “Our Business – Quality Standards and Assurance” on page 265. Also. see “Government and Other Approval” on page 455. These certifications validate our commitment to quality, safety, and regulatory compliance across global markets. We classify our products portfolio mainly into the three (3) following segments: 1. Branded wellness nutrition products/ clinical nutrition products (B2C segment): We offer a range of branded wellness nutrition and clinical nutrition products designed to meet the daily nutritional requirement across all age group i.e. from pediatric to geriatric population. Additionally, the products in this segment also address nutritional deficiencies associated with both chronic and non-chronic conditions, including specialized nutrition support for hospitalized and critically ill patients. Under this segment, our key brand includes; (a) PENTASURE - focused on adult wellness and clinical nutrition; (b) OBESIGO – targeted on weight management; (c) and PEDIAGOLD - designed for pediatric nutrition management. Our branded products are distributed across India through offline and online channels and are exported to over 14 countries. 2. Premix formulations (B2B2C segment): We are one of the largest premix players in India, offering customised vitamin and mineral premixes to leading Indian and multinational FMCG companies (Source: CARE Report). Our micronutrient premix i.e. vitamin and mineral premixes are supplied to Indian and multi-national FMCG players for fortification of consumer products such as malted health beverages, biscuits, dairy products, spreads, flour and edible oils. We supply micronutrient premixes to a diverse portfolio of clients, including global beverage companies, dairy cooperatives, fast-moving consumer goods (FMCG) brands, nutrition and wellness product manufacturers, and international development organizations. These premixes are customized in collaboration with our clients to enhance the nutritional profile of end products without compromising on key sensory attributes such as taste and texture. Our solutions cater to both domestic and global markets, supporting fortified product initiatives across a wide range of applications including dairy, beverages, snacks, and health supplements. 3. Ready to Use Foods (“RUFs”) and Micro Nutrient Powder (“MNPs”) (ESG segment): We offer therapeutic nutrition solution in two forms: a. RUFs: We offer nutrient dense RUFs in paste form which contains added minerals and vitamins to treat malnutrition in children and supplement nutritional requirements of pregnant and lactating women. Our ready to use therapeutic food (“RUTF”) products are used for treatment of severe acute malnutrition and ready to use supplementary food (“RUSF”) products are used for treatment of moderate acute malnutrition. Our RUF products are globally supplied through long term arrangements with international health organizations and government health ministries b. MNPs: We offer MNPs to international organisations including United Nations agencies and Ministry of Health of various countries who endeavor to create a social impact by distributing these products for home food fortification programs aimed at improving micronutrient intake among vulnerable populations. The following table sets forth the bifurcation of our revenue from operations by business segments for the last three Fiscals, along with the percentage contribution of each segment to our revenue from operations: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue % of Revenue % of Revenue % of from revenue from revenue from revenue Operatio from Operations from Operations from ns operations operations operations Branded nutrition 920.94 28.34 710.65 23.87 626.99 22.51 products/ clinical 226Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue % of Revenue % of Revenue % of from revenue from revenue from revenue Operatio from Operations from Operations from ns operations operations operations nutrition products (B2C segment) Premix 1,546.95 47.61 1,333.13 44.78 1,527.99 54.86 formulations (B2B2C segment) Therapeutic 778.44 23.96 930.74 31.26 627.83 22.54 Nutrition - Ready to use foods (“RUFs”) and Micro Nutrient Powder (“MNPs”) (ESG segment) Other* 2.95 0.09 2.79 0.09 2.20 0.08 Total 3,249.29 100.00 2,977.31 100.00 2,785.01 100.00 * Note: Other Revenue include MEIS, Duty Drawback incentives, RoDTEP and Testing Charges. Our Company has a PAN-India omnichannel distribution network, supported by our presence across retail pharmacies, hospital networks, e-commerce platforms, and our own websites including www.pentasurenutrition.com, www.obesigo.com, www.pediagold.com and www.nutrone.fit. During the Fiscal 2025, our sales force of over 157 members actively engaged with approximately over 15,000 healthcare professionals across India to recommend our branded nutrition products. Further, for domestic distribution, we rely on our growing network of over 342 non-exclusive distributors strategically located across India including 8 distributors who have presence in multiple states. This network allows us to respond effectively to market demands, adapt to evolving consumer preferences, and navigate competitive pressures in both metro and non-metro markets. Internationally, our distribution network extends across non-exclusive nineteen (19) regional distributors covering North and South America, Southeast Asia, Africa, and the Middle East, though few of these agreements have expired, and the Company intends to regularize them without affecting any business operations. For details, see “Our Business – Sales and Distribution” on page 261. We also maintain three (3) overseas offices located in South Africa, Uzbekistan and Hong Kong that supports our overseas business operations. Over the past three Fiscals, our products were exported to over 75 countries including South Africa, Malaysia, Ethiopia, France, French Polynesia, Ghana, Indonesia, Kenya, Madagascar, Mozambique, Papua New Guinea, Nigeria, Philippines, Qatar, UAE, Mauritius, Brazil, amongst others. The below mentioned map shows the presence of our segment wise products in the global market: 227Note 1: The above map is not to scale and not intended to represent the political map of the World. Note 2: The countries listed above are recognised as the notable countries associated with our company. 228Set out in the table below is a breakdown of our revenue from domestic sales and exports for Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively: (₹ in million unless stated otherwise) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue % of Revenue % of Revenue % of from revenue from revenue from revenue Operations from Operations from Operations from operation operations operations Revenue 1,256.28 38.66 1,096.46 36.83 1,005.44 36.10 from Domestic Sales Revenue 1,990.06 61.25 1,878.06 63.08 1,777.37 63.82 from Exports Sales Total 3,246.34 99.91 2,974.52 99.91 2,782.81 99.92 Revenue In order to keep pace with the technological developments in the nutrition industry and to continually enhance our competitive advantages, we place emphasis on Research and Development (“R&D”). Our R&D team comprises of over 11 professionally qualified and experienced members and they continuously strives to identify and develop new applications, combinations and dosages of active nutrients with beneficial health effects in order to increase our product portfolio. For details, see “Our Business - Product and Development” on page 264. Our Company has received multiple industry accolades in recognition of its contribution and impact. Notable awards include as follows: Year Award / Recognition Awarding Body / Organization 2025 WOW Workplace (Manufacturing & Jombay (part of CIEL HR Group) Allied) 2025 Amazon Step Customer Hero Award Amazon 2025 Certificate of Achievement – Gold Flipkart Seller Hub Seller 2023 Best Nutraceutical Brand ASSOCHAM 2023 Step Premium Seller Amazon 2022–23 Most Preferred Workplace (Health & Marksmen Daily Wellness) 2023 Export Performance Award Pharmexcil 2023 Leading Nutrition Company – Global Transformance Market Excellence 2023 Innovative Nutrition Brand of the Synnex Business Media at Food Safety & Year (“Nutrone”) Nutrition Summit 2022 Export Performance Award 2021–22 Pharmaceuticals Export Promotion Council of India 2021 Best Brand Award The Economic Times 2021 Award of Excellence for Food Elets National Nutrition Convention Fortification 2019 Best Clinical Nutrition Brand ASSOCHAM 2016 Best Healthcare Brand The Economic Times 2016 Certificate of Excellence – Clinical Nutraceutical & Health Awards Nutrition Brand of the Year (“Pentasure”) 229For further details with respect to awards, recognitions and accreditations, please see “History and Certain Corporate Matters - Awards and Accreditations” on page 289. Our Company was founded by our Promoters, Arun Purushottam Kelkar and Subhash Purushottam Kelkar who bring over four (4) decades and three (3) decades, respectively, of professional and entrepreneurial experience. Prior to establishing the Company in the year 1993, they worked with renowned companies like Siemens India Limited, Castrol India Limited, Glaxo Laboratories (India) Limited, Ethnor Limited and Super Pharma Private Limited. Our Promoters, Vikram Arun Kelkar and Nikhil Arun Kelkar currently serve as our Managing Director and Joint Managing Director and possess twenty (20) years and sixteen (16) years of experience, respectively in various aspects of food and nutrition business. Our Promoters continue to remain actively involved in our operations and continue to bring their vision, business acumen and leadership to our Company, which has been instrumental in sustaining our business operations and growth. We are also supported by qualified and experienced Key Managerial Personnel and Senior Management who have demonstrated their ability to anticipate and capitalize on changing market trends, manage and grow our operations and leverage and deepen customer relationships. For further details, see “Our Promoters and Promoter Group” and “Our Management” on page 329 and 305, respectively. OUR PERFORMANCE INDICATORS The table below summarizes the a few of our financial performance indicators and operational parameters for the periods indicated: (₹ in million expect otherwise specified) Financial Metrics As at and for the year ended March 31, 2025 March 31, 2024 March 31, 2023 Revenue From operations (₹ in 3,249.29 2,977.31 2,785.01 Million)(b) Total Income (₹ in Million) 3,312.87 3,046.21 2,816.46 EBITDA (₹ in Millions)(c) 400.72 248.77 171.74 EBITDA Margin (%)(d) 12.33% 8.36% 6.17% Profit after tax (₹ in Million) 243.77 122.14 58.24 PAT Margin (%)(e) 7.36% 4.01% 2.07% Return on Equity (ROE) (%)(f) 10.47% 7.21% 3.50% Debt To Equity Ratio(g) 0.14 0.21 0.32 Interest Coverage Ratio(h) 9.54 5.70 3.82 Return on Capital Employed 17.06% 11.12% 5.94% (ROCE) (%)(i) Current Ratio(j) 3.49 2.98 1.93 Net Capital Turnover Ratio(k) 2.48 2.51 2.59 Capacity Utilization (%)(l) 30.03 29.53 31.07 Number of customers served(m) 456 491 462 Number of repeated customers(n) 294 284 246 Revenue from top 10 customers(o) 1490.49 1453.69 1271.29 Branded nutrition 920.94 710.65 626.99 products (B2C Segment segment) wise Premix formulations 1,546.95 1,333.13 1,527.99 Revenue (B2B2C segment) RUFs/ MNPs (ESG 778.44 930.74 627.83 segment) Notes: a) As certified by Statutory Auditors of our Company by way of certificate dated September 23, 2025. The Audit committee in its resolution dated September 23, 2025 has confirmed that the Company has not disclosed any KPIs to any investors at any point of time during the three years preceding the date of this Draft Red Herring Prospectus other than as disclosed in this section. b) Revenue from Operations means the Revenue from Operations as appearing in the Restated Consolidated Financial Statements. c) EBITDA refers to earnings before interest, taxes, depreciation, amortization and gain or loss from discontinued operations. EBITDA excludes other income but includes reversal of provision of doubtful debts. d) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during that period. e) PAT Margin quantifies our efficiency in generating profits from our revenue and is calculated by dividing our net profit after taxes 230but before other comprehensive income by our total revenue. f) Return on equity (RoE) is equal to profit after tax excluding preference dividend for the year divided by the average shareholders’ equity as on reporting date and is expressed as a percentage. g) Debt to equity ratio is calculated by dividing the total debt by shareholders’ equity. h) Interest Coverage Ratio measures our ability to make interest payments from available earnings and is calculated by dividing EBIT by interest cost payment. i) RoCE (Return on Capital Employed) (%) is calculated as profit before tax plus finance costs divided by total equity plus non- current liabilities and current liabilities. j) Current Ratio is a liquidity ratio that measures our ability to pay short-term obligations (those which are due within one year) and is calculated by dividing the current assets by current liabilities. k) Net Working Capital Turnover Ratio quantifies our effectiveness in utilizing our working capital and is calculated by dividing our revenue from operations by our working capital (i.e., current assets less current liabilities). l) Capacity Utilisation (%) is the percentage of installed production capacity actually used during the period. m) Number of Customers Served indicates the total customers reached through the company’s products or services in the period. n) Number of repeated customers represents customers who have made repeat purchases during the reporting period, indicating recurring business. o) Revenue generated from Top 10 customers of the company on consolidated basis. OUR KEY STRENGTHS A fully integrated holistic nutrition company offering end-to-end solutions across the value chain and a market leader in customized micronutrient formulations As per the CARE Report, we are the only only holistic nutrition player that offers products across a whole range starting with micronutrient premixes, right up to therapeutic and clinical products. This breadth of our capability distinguishes us from other players in the industry, who typically operate in narrower segments or offer limited product categories. Our ability to deliver across the full spectrum of nutrition enables us to serve a diverse range of customers and institutional needs, whether through fortifying staple foods through B2B2C portfolio or advanced clinical solutions delivered through our branded B2C portfolio as well as therapeutic nutrition solutions that address public health challenges. We operate as a fully integrated nutrition company managing the complete value chain in-house. Our operations encompass research and development, manufacturing, quality assurance, regulatory compliance, and marketing. This vertical integration provides end-to-end control from product ideation and formulation to delivery and post- market feedback. It enables us to maintain consistency, uphold food safety and quality standards. Our integrated model allows us to operate across nutrition categories from preventive wellness to disease-specific therapeutic needs, positioning us as a trusted and scalable partner in the nutrition space. As per the CARE Report, we are one of the largest premix players in India, offering customised vitamin and mineral premixes to leading Indian and multinational FMCG companies. It is also one of the largest licensed suppliers of Micronutrient Powders (MNPs) under UN programmes, supporting global food fortification and public health initiatives (Source: CARE Report). We believe that our leadership position is built on decades of domain expertise and cordial relationships with domestic and international FMCG and institutional partners. Leveraging our scientific expertise and integrated manufacturing platform, we have developed a diverse and scalable product portfolio that spans three core segments i.e. B2C segment, B2B2C segment and ESG segment. In the B2C segment, we offer branded wellness and clinical nutrition products tailored to individual health needs. In the B2B2C segment, we supply customized micronutrient premix formulations to leading food and beverage manufacturers for product fortification. In the ESG segment, we provide therapeutic nutrition solutions designed to combat malnutrition and support public health initiatives in collaboration with various international organizations and foreign government bodies. We believe that our core strength lies in our exclusive focus on nutrition. Unlike diversified players, we concentrate solely on developing and delivering nutrition solutions, giving us a deep, end-to-end understanding of both ingredients and final formulations. This integrated approach spanning from micronutrient premixes to advanced therapeutic products enables us to operate with consistent quality. We believe that the underlying market fundamentals rising health awareness, the growing importance of preventive and clinical nutrition, and favorable consumer dynamics in India and key global markets position us well for sustained future growth. 231Recognized wellness and clinical nutrition brand in the market Our Company has progressively moved up the value chain with the development of its in-house brands such as PENTASURE, OBESIGO, and PEDIAGOLD which cater to diverse therapy areas including diabetes, renal, bariatric, hepatic, and other specialized conditions. (Source: CARE Report). Our Company has a global footprint across 70+ countries and operates three manufacturing facilities and two in- house R&D centres in India. Backed by international health partnerships and quality certifications, it is positioned as an integrated and innovation-led nutrition player. (Source: CARE Report) Our Company is one of the largest premix players in India, offering customised vitamin and mineral premixes to leading Indian and multinational FMCG companies. It is also one of the largest licensed suppliers of Micronutrient Powders (MNPs) under UN programmes, supporting global food fortification and public health initiatives. (Source: CARE Report) Comparison Factors Hexagon Abbott Nestlé Zydus Modi Nutrition Healthcare India Wellness Mundipharma Number of products - ~10 ~8 ~6–7 ~6–7 ~3 wellness nutrition Number of products - disease ~12 ~12 ~5–6 0 0 specific nutrition (clinical nutrition) Access to in-house premix Yes No No No No nutritional raw materials (Source: CARE Report) Further, securing regulatory approvals for wellness and clinical nutritional branded products is a rigorous and time-consuming process, especially in international markets where quality standards are stringent. As on date, we have successfully obtained regulatory approval in over 14 countries including Brazil, Paraguay, Peru, Uzbekistan, Mauritius, Malaysia, Myanmar, Kenya, amongst other for our wellness and clinical nutritional branded products. These approvals not only demonstrate our compliance with diverse regulatory frameworks but also underscore our quality systems. Achieving such approval/registrations has enabled us to overcome high entry barriers and expand our presence in international markets for our branded products. In India, market entry is not only governed by regulatory complexity but also requires establishing dealer and distributor relationships, incurring marketing investments, and creating brand recognition in a highly competitive environment. We address the same through dual strategy. On one hand, we leverage direct distribution channels, both online platforms and offline networks, to ensure wider product accessibility. On the other, we deploy our dedicated sales force and distributors network who build awareness and advocacy for our brands. This integrated approach has enabled us to expand our geographic footprint across India while simultaneously reinforcing our presence in existing markets, thereby strengthening our market position. Long Standing Relationships with our customers Our Company has established and nurtured long-standing relationships with our customers across our B2C, B2B2C, and ESG segments. These relationships are built on product quality, reliability, and our ability to meet diverse nutritional needs across geographies. Over the years, a significant portion of our revenue from operations has been derived from repeat customers, reflecting the strength and continuity of our business engagements. Our customer base includes: • B2C Segment: Individual consumers including the ones recommended through healthcare professionals for general and condition-specific health needs. • B2B2C Segment: Multinational and domestic FMCG players to whom we supply customized micronutrient premixes for food and beverage fortification. • ESG Segment: Government bodies, international development agencies, and humanitarian organizations that procure our Ready-to-Use Foods (RUFs) and Micronutrient Powders (MNPs) for public health and 232nutrition programs. During Fiscals 2025, 2024, and 2023, under our B2C, B2B2C and ESG Segment, we served 456, 491, and 462 customers, respectively. Of these, 294, 284, and 246 customers placed repeat orders in the corresponding reporting periods, underscoring our ability to retain and grow long-term customer accounts. Under our B2C, B2B2C and ESG Segment, our repeat business spans a wide range of applications from fortification of consumer food products to clinical nutrition and therapeutic food supply for public health programs. We believe that repeat business is a key indicator of customer satisfaction and product efficacy. Our long-standing customer relationships contribute to revenue predictability, operational stability, and scalable growth potential across our target markets. The following table summarizes the number of repeat customers served with longstanding relationships for the period indicated herein: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Number of repeat customers in 275 263 225 B2B2C segment Number of repeat customers in B2C 7 9 13 Segment Number of repeat customers in ESG 12 12 8 segment Total number of repeat customers 294 284 246 Set forth below is our revenue from such customers in the Fiscals 2025, 2024 and 2023: (₹ in million unless stated otherwise) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue % of Revenue % of Revenue % of from revenue from revenue from revenue Operations from Operations from Operations from operations operations operations Revenue from repeat 71.91 2.21 102.94 3.46 73.50 2.64 customers in B2C segment Revenue from repeat 756.91 23.29 886.98 29.79 802.02 28.80 customers in B2B2C segment Revenue from repeat 339.26 10.44 1089.79 36.60 717.71 25.77 customers in ESG segment Total 1,168.08 35.94 2,079.71 69.85 1,593.23 57.21 Our ability to maintain high repeat customer reflects our focus on building durable relationships, delivering value, and consistently meeting customer expectations across segments and geographies. These longstanding partnerships serve as a strong foundation for sustainable growth and future expansion. Established R&D capabilities with focus on innovation Our Company believes that research and development (“R&D”) is the genesis of our business and critical in maintaining our competitive edge. We operate two (2) dedicated in-house R&D facilities located in Nasik and Chennai and a team of 11 professionally qualified and experienced members overseeing the R&D activity. 233Our years of R&D experience have given us expertise in ingredient interaction and formulation science. This includes a nuanced understanding of how micronutrients behave in various product matrices, allowing us to develop premix formulations that do not affect the organoleptic properties (i.e., taste, texture, color, aroma) of the end product. We also have in-house capabilities for sensory evaluation, supported by a dedicated team members that ensures compliance with specifications related to color, odor, taste, aftertaste, appearance, texture, and nutrient profile in our nutrition supplements. Each of our R&D facility is equipped with modern testing and analytical facilities equipped with modern instruments and a microbiological lab which focuses on the development of new products. With our modern equipment, we aim to deliver high accuracy and reduced lead-time of testing. We have also developed a holistic training program to ensure that our R&D team is kept abreast of scientific developments. All our products are tested by our independent quality assurance department that follow stringent and diverse testing criteria. During the last three years, we have developed 11 new products. As on the date of this Draft Red Herring Prospectus, we have approximately 9 products under development at the R&D and pilot stages, reflecting our active innovation pipeline and continuous efforts to expand and enhance our product portfolio across clinical, wellness, and therapeutic nutrition categories. We have consistently invested in R&D. The following table summarizes the cost incurred toward research and development during the period indicated herein below; (₹ in million unless stated otherwise) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Expense towards R&D 22.10 24.91 25.42 As a % of revenue from operations 0.68 0.84 0.91 Manufacturing capabilities of products with quality and food safety procedures We operate three (3) manufacturing facilities in India, located in Nasik (Maharashtra), Chennai (Tamil Nadu) and Thoothukudi (Tamil Nadu), along with one (1) international manufacturing facility in Tashkent, Uzbekistan. Set out below are the details of our Manufacturing Facilities. Sr. Address Description Operated by Purpose for which No. the property is under 1. Plot No. 92, Unandanagar, Lakhamapur, Manufacturing Company Manufacturing of Dindori, Nasik – 422 202, Maharashtra, plant premix dry and oil India (“Nasik Facility”) premix, wellness and clinical nutrition, RUF and MNP 2. Plot No. B11 Phase – 1 MEPZ, Manufacturing Our Subsidiary i.e. Manufacturing of Tambaram, Chennai – 600 045, Tamil plant Hexagon Nutrition dry powder premix, Nadu, India (“Chennai Facility”) (Exports) Private oil premix and Limited micro nutrients 3. Plot No. 76-77-78, Kombukaranatham Manufacturing Our Subsidiary i.e Manufacturing of Village, Sekkarakudi Post, Thoothukudi plant Hexagon Nutrition RUF Products District – 628104, Tamil Nadu, India (International) (“Thoothukudi Facility”) Private Limited 4. Home-2 Sugdiyona of Sergeli District of Manufacturing Our Subsidiary i.e Manufacturing of Tashkent City, Uzbekistan (“Uzbekistan Plant Hexagon Nutrition, dry powder premix Facility”) LLC 234Two of our Indian manufacturing facilities i.e. Chennai Facility and Thoothukudi Facility are situated in SEZ zones in Chennai (Tamil Nadu) and Thoothukudi (Tamil Nadu) and therefore offers strategic advantages such as proximity to major ports and access to duty-free imports. For Further details, see “Our Business – Our Manufacturing Facilities” on page 234. Further, our manufacturing infrastructure is designed to support scale, efficiency, and innovation. Each of our Indian Manufacturing Facilities are equipped with advanced equipment, modern technology and automated systems such as blending machines, Powder Filling Line, automated sealing machines, FFS Packaging Machine, Sachet Filling Machine, etc. We continuously strive to invest in upgrading our machinery and production capabilities to meet growing consumer demand and to support the introduction of new products into the market. Our Indian manufacturing infrastructure are also complemented by our stringent quality and food safety standards and processes. The quality of our manufacturing facilities is evidenced by the certifications and accreditations, including the FSSC 22000 and Good Manufacturing Practice certification (for facility at Chennai(Tamil Nadu) and Thoothukudi (Tamil Nadu)) and ISO 9001:2015 Certification that our facilities have obtained from various local and international accreditation agencies validating our process. Further our manufacturing facilities are audited and approved by Intertek on behalf of Global Alliance for Improved Nutrition (GAIN) for the manufacturing of our products. Intertek’s accreditation underscores that our facilities adhere to global standards of safety, hygiene, and manufacturing practices. It also enhances the credibility of our products with regulators, institutional buyers, and international partners, thereby facilitating access to new markets and reinforcing customer trust in the reliability and quality of our offerings. To maintain the exacting standards that our customers expect, we have well-defined and documented procedures which begins at sourcing of our ingredients and raw materials and extends to safety and hygiene standards. Our sourcing strategy and relationships with our suppliers enable us to ensure consistent quality, competitive pricing and assured quantity in line with the growing demand of our products. We have a team of employees, which helps us in organizing field visits, and obtain quality guidance on selection of raw materials. We are committed to maintaining quality standards at each step of our sourcing cycle and have a set process for evaluating quality of the product at each stage, and unscheduled spot quality checking at our manufacturing facilities. Stringent quality and safety procedures help us in maintaining our brand which also results in customer retention and repeat orders. Well established pan India omnichannel distribution with presence across various geographies We have pan-India omnichannel distribution capabilities supported by our presence across retail pharmacies, hospital networks, leading e-commerce platforms, online pharmacies, and our own brand websites including www.pentasurenutrition.com, www.obesigo.com, www.pediagold.com and www.nutrone.fit which address different consumer demands for our branded products. In addition to having pan-India presence, we have been exported our branded products to over 20 countries. We have established a strong distribution network in India comprising more than 342 non-exclusive distributors including 8 distributors who have presence in multiple states. During the Fiscal 2025, 5.96% of our total consolidated revenue was generated from domestic sale of our branded nutrition products through online platforms. During the Fiscal 2025, our Company reached out to around over 15,000 healthcare professionals across India through our 157 member sales force to recommend our brands. The below mentioned map of India provides state wise coverage of our distributors and network of healthcare professionals: 235Note: The above map is not to scale and not intended to represent the political map of India. Internationally, our distribution network extends across non-exclusive nineteen (19) regional distributors covering 236Latin America, Southeast Asia, Africa, and the Middle East, though few of these agreements have expired, and the Company intends to regularize them without affecting any business operations. We also maintain three (3) overseas offices located in South Africa, Uzbekistan and Hong Kong that supports our overseas business operations. Over the past three Fiscals, our products were exported to over 75 countries including South Africa, Malaysia, Ethiopia, France, French Polynesia, Ghana, Indonesia, Kenya, Madagascar, Mozambique, Papua New Guinea, Nigeria, Philippines, Qatar, UAE, Mauritius, Brazil, Bangladesh and Rwanda. Our widespread domestic and global presence not only mitigates the risk of dependence on certain regions, but also helps us to leverage our brand value. For a detailed breakdown of revenue generated from individual Indian states under domestic sales and from specific countries under export sales, including revenue attributable to non-exclusive distributors in the domestic market and regional distributors in the export markets, please refer to “Our Business – Sales and Distribution” on page 261. Professional turned entrepreneur promoters with experienced management team Our Company is founded by Arun Purushottam Kelkar and Subhash Purushottam Kelkar who have over four (4) decades and three (3) decades of professional and entrepreneurial experience respectively. Before setting up our Company, they worked with companies like Siemens India Limited, Castrol India Limited, Glaxo Laboratories (India) Limited, Ethnor Limited and Super Pharma Private Limited. Vikram Arun Kelkar and Nikhil Arun Kelkar and Nikhil Arun Kelkar subsequently joined our Company and have over twenty (20) years and sixteen (16) years of industry experience, respectively. Our Promoters and Board of Directors includes a combination of management executives and independent directors who bring significant business expertise for the industry in which our Company operates. Additionally, our core management team of qualified and experienced professionals possesses significant experience in the Nutrition industry with decades of hands-on experience in all areas of operations in the industry that our Company currently operates. Our Board is headed by the Chairman and Executive Director, Arun Purushottam Kelkar who has extensive knowledge and expertise in the FMCG sector, manufacturing, marketing and business management. Our Managing Director, Vikram Arun Kelkar and Joint Managing Director, Nikhil Arun Kelkar provides strategic leadership to our Company and are closely involved in our operations. We believe that our management team’s in-depth understanding of target markets and consumer demand and preferences has enabled us to continue to grow our business and expand our operations. Our well-qualified and experienced management team has played a key role in the development of our Company, effective internal controls and accounting policies, strong employee relations, and stable supply chain relationships. Track record of growth in financial performance We have demonstrated consistent growth in terms of revenues and profitability. Onwards year 2023, we have demonstrated consistent growth in terms of revenues and profitability. Our revenue from operations has grown from ₹ 2,785.01 million for the Fiscal 2023 to ₹ 3,249.29 million for the Fiscal 2025. Similarly, our profit after tax has grown from ₹ 58.24 million for the Fiscal 2023 to ₹ 243.77 million for the Fiscal 2025. The financial growth of our business during the last three Fiscals reflects the scalability of our business model and our ability to generate sustained profitability. This consistent financial performance has significantly strengthened our overall financial position and provides a platform for future growth. Our summary key financial performance indicator for Fiscal 2025, Fiscal 2024 and Fiscal 2023 are detailed below: (₹ in million expect per share data or unless otherwise specified) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from Operations(1) 3,249.29 2,977.31 2,785.01 EBITDA(2) 400.72 248.77 171.74 EBITDA Margin (%)(3) 12.33 8.36 6.17 237Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Profit after Tax (PAT)(4) 243.77 122.14 58.24 PAT Margin (%)(5) 7.36 4.01 2.07 Notes:(1) Revenue from operations means the Revenue from Operations as appearing in the Restated Financial Statements. (2) EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit/ (loss) before exceptional items and tax for the year and adding back finance costs, depreciation, and amortization expense. (3) EBITDA margin is calculated as EBITDA as a percentage of revenue from operations. (4) Profit after tax represents the restated profits of our Company after deducting all expenses. (5) Profit margin is calculated as restated net profit after tax for the fiscal/period divided by revenue from operations. OUR KEY STRATEGIES Our strategies are focused on the following elements: Growth through entry into new categories of products As part of our long-term strategic vision, we intend to pursue growth by expanding our product portfolio through the introduction of new categories within the broader nutrition and wellness space. This strategy is aimed at addressing evolving consumer health trends, diversifying revenue streams, and strengthening our presence across both B2B2C and B2C segments. We aim to capitalise on our core strengths of scientific formulation expertise, R&D infrastructure, and regulatory compliance capabilities to develop and launch products that cater to emerging health and nutrition requirements. This includes entry into adjacent categories such as functional foods, dietary supplements, plant-based nutritional alternatives, specialised maternal and geriatric nutrition products, and condition-specific formulations aimed at managing lifestyle disorders such as diabetes, cardiovascular health, and obesity. Our expansion into new categories will also be driven by the increasing demand for personalised nutrition and immunity-boosting solutions, which gained significant momentum post the COVID-19 pandemic. Through strategic collaborations and leveraging our in-house development capabilities, we intend to create differentiated offerings that cater to both institutional and retail customers. Additionally, our entry into new categories is expected to enhance our participation in public health and social welfare programs implemented by government agencies and international organisations. These programs often require tailored, affordable, and high-quality nutritional products, an area where we have an established track record, particularly in micronutrient premixes and fortified foods. By entering new product segments, we seek to achieve the following: • Increase wallet share within our existing customer base and open new customer segments; • Mitigate concentration risk by reducing reliance on a limited range of offerings; • Build cross-category synergies in distribution, marketing, and manufacturing; and • Strengthen our brand positioning as a comprehensive and science-backed nutrition solutions provider. Pursuing this approach is expected to enable us to tap into newer high-growth segments and strengthen our position as an integrated nutrition company with diversified offerings across therapeutic, clinical, and wellness- oriented categories. Strengthen our domestic footprint and broaden our customer base across India Predominantly, majority of our business has been derived from our exports. In Fiscal 2025, 2024 and 2023, our export sales were ₹ 1,990.06 million, ₹ 1,878.06 million and ₹ 1,777.37million and represented 61.25%, 63.08% and 63.82% of the Revenue from Operations. Our revenues from exports also increased at a CAGR of 3.84% from ₹ 1,777.37 million in Fiscal 2023 to ₹ 1,990.06 million in Fiscal 2025. However, we aim to expand and deepen our presence in the domestic market by leveraging our existing technical know-how of sourcing, product development, quality control and distribution network. 238Currently, our domestic sales are primarily focused on our core segments of clinical nutrition, fortified foods, and micronutrient premixes. In the near future, we intend to expand our product portfolio within the Indian market by introducing new offerings in the functional and therapeutic nutrition segments, while deepening our presence in our existing product categories. We aim to leverage the technical expertise and market insights gained through our international operations and export experience to strengthen our domestic footprint and broaden our customer base across India. As part of this strategy, we plan to increase brand visibility, enhance consumer awareness of our products, and position ourselves as a science-driven, value-oriented nutrition brand in the Indian market. Further enhance emphasis on branded nutrition product segment Our PENTASURE brand caters to adult wellness and clinical nutrition, OBESIGO brand caters to weight management, PEDIAGOLD brand caters to paediatric nutrition management and NUTRONE brand caters to nutrition for men, women and healthy ageing. We believe that our expertise in demonstrating our product and brand differentiation vis-a-vis our competitors through our marketing activities is an important factor in attracting consumers. We intend to grow our current branded segments by augmenting our online sales through enhanced digital marketing and exploring newer online platforms. We intend to increase our national footprint by expanding to TIER 2 and TIER 3 cities over the period of next 3-5 years. The market is driven by increasing health awareness, rising disposable incomes, and the growing popularity of functional foods and dietary supplements. By CY25, the market will surpass Rs 1,525 billion and continue expanding steadily, reaching Rs 2,453 billion by CY29 (Source: CARE Report). We intend to double our sales field force to increase our reach to all major cities and towns in next 5 years. To this end, we intend to continue augmenting our brand visibility through focused marketing strategy, including attractively designed packaging. We intend to deepen our penetration in the geographies wherein our brands are already present. This strategy will enable us to strengthen market share in our existing markets and increase market share in other geographies. Capitalising on growing nutritional awareness and requirements post Covid-19 Fortification of foods is a global phenomenon and governments around the world are recognising the benefits of fortifying foods. More than 94 countries across the world have mandatory fortification programs for at least one major cereal, 17countries mandate for at least two, and two countries (USA and Costa Rica) mandate that rice, wheat and maize flours need to be fortified. Covid-19 has exacerbated nutritional deficiencies in low and middle- income countries among vulnerable demographies, increasing the need for fortified and therapeutic foods. (Source: CARE Report) We plan to cater to the growing consumer requirements for immunity building and nutritional food including fortified foods by offering new products to the end users. We are already acting on this intent and we already commenced export of fortified rice kernels (“FRK”) to our existing clients. To further strengthen this strategy, we intend to: • Expand our product portfolio to include a wider range of clinically backed nutritional and fortified offerings tailored to address specific deficiencies and health needs; • Deepen our market reach through collaborations with domestic and international partners in both the public and private sectors; • Leverage our research and development capabilities to create innovative and scalable solutions for therapeutic and preventive nutrition; and • Participate in government-led or multilateral nutritional programs in target geographies, especially in regions where malnutrition remains prevalent. This approach aligns with our long-term vision to address evolving nutritional needs, build consumer trust, and establish leadership in the fortified and clinical nutrition segments. International expansion by creating geographical footprints We continue to strengthen our international presence by providing customised fortification solutions to populations across global markets. Having established a strong foundation in the Indian market, we are now strategically expanding our geographical footprint to diversify our customer base and capture emerging demand 239for clinical and preventive nutrition solutions. To facilitate this international expansion, we incorporated three wholly owned subsidiaries, Hexagon Nutrition Limited Liability Company (“HNLLC”) in Uzbekistan in Fiscal 2020, Hexagon Nutrition Proprietary Limited (“HNPTY”) in South Africa and Hexagon Nutrition China Limited, Hong Kong ( “HNCL”) in Fiscal 2019. These subsidiaries serve as regional hubs to penetrate high-potential markets and deliver fortification products with improved logistical efficiency. In particular, our presence in Uzbekistan through Hexagon Uzbekistan provides direct access to surrounding CIS (Commonwealth of Independent States) countries, enabling faster turnaround times, cost-effective logistics, and reduced import duties. Similarly, Hexagon South Africa is positioned to cater to the demand across sub-Saharan Africa, offering enhanced reach and lower transit lead times, while our Hong Kong entities facilitate efficient access to Asian markets. We have already established a manufacturing facility in Uzbekistan, which enables us to better serve the regional demand and strengthens our supply capabilities across CIS markets. The facility supports our objective of reducing transit lead times, lowering freight costs, and eliminating import duties for customers in the region. This regional manufacturing presence allows us to operate with greater responsiveness and efficiency in key international markets. Looking ahead, we intend to scale our international operations by increasing volumes in existing markets across Asia, Africa, and the Middle East, while also entering new, high-growth geographies such as Latin America, Eastern Europe, and Southeast Asia. Our strategy includes building deeper relationships with local distributors, participating in international trade shows and nutrition forums, and implementing a structured logistics and compliance framework to support sustainable global operations. Through this multi-pronged approach, we aim to diversify our revenue base, enhance operational efficiency, and improve our ability to respond to regional demands effectively. Our balanced focus on domestic and export markets positions us to achieve long-term profitability while improving supply chain resilience and expanding our role in global health and nutrition ecosystems. Launch products in new therapy areas/ new delivery systems We intend to strengthen our position in the clinical and wellness nutrition segments by broadening our product offerings across new therapy areas and adopting innovative delivery formats, in line with evolving consumer preferences and medical needs. Presently, we offer more than 20 differentiated products under our consumer brands in the B2C space, catering to a wide spectrum of health, wellness and clinical nutrition needs. These include products targeted at diabetic, renal, hepatic, bariatric, and other specialised therapeutic conditions. We aim to extend this portfolio to address emerging nutritional requirements in underserved and growing therapy segments such as gynaecology, fertility, sexual wellness, healthy ageing, and related preventive health categories. These areas represent significant market opportunities driven by increased awareness, lifestyle-related health challenges, and shifting demographic trends. In line with this objective, we have initiated pilot launches of fertility-focused nutritional products in select international markets under the brand names Fertox, Fertomen, Fertova, and Fertonisa. These products have been designed to address specific nutritional requirements related to male and female fertility. The initial response from these pilot markets is being monitored and assessed to help guide further development and geographic expansion. We also plan to diversify our product offerings by investing in new delivery formats that are gaining popularity for their ease of consumption, compliance, and consumer appeal. These include formats such as nutritional gummies, diskettes, chewable tablets, and nutrition bars. We believe that these formats can significantly enhance product differentiation, particularly in the wellness and preventive healthcare segments, and will allow us to serve a wider consumer base, including children and elderly populations. To support this initiative, we are evaluating investment in formulation R&D capabilities, pilot-scale infrastructure, and regulatory readiness for these novel formats. We are also exploring strategic partnerships for contract manufacturing and technology transfer to accelerate time-to-market and ensure compliance with the applicable domestic and international regulatory standards. 240Our strategy also includes conducting market research, clinical validation, and consumer studies to ensure that our offerings are aligned with both scientific rigour and consumer expectations. We believe that launching products in newer therapy areas and delivery formats will enable us to enhance brand recall, expand our consumer base, diversify our revenue mix, and strengthen our competitive positioning in the domestic and global nutraceutical and clinical nutrition space. Our Product Portfolio We have a variety of products and the brief details of the products manufactured and sold by our Company under various categories are as follows: No. Name and Image of the Product Description product I. B RANDED NUTRITION PRODUCTS 1. PentaSure 2.0 PentaSure 2.0 is a nutritional supplement or a sole source of nutrition for patients who are at risk of malnutrition, particularly those with high energy and high protein requirements and/ or fluid restrictions. PentaSure 2.0 is a High Calorie-High Protein Nutrition formula, Calorie dense formula, at least 35g/100g Protein in form of only Whey peptide & Whey Concentrate rich in MCT, High fat, Fiber enriched at least 6g/100g dietary fiber. Fructose based. Safe for Diabetics. Low in electrolytes, Gluten free. 100 % Veg. SKU’s – 400 g Jar, 1 kg Jar, Travel Pack ( 3*54g) Flavours – Vanilla and Chocolate 2. PentaSure DM PentaSure DM is specially designed as balanced nutrition for diabetic patients. PentaSure DM is with 4 P Protein Blend -Whey, Soy, Milk and Casein Protein at least 22.6g /100 g & Fiber 12g/100 g. Zero Fructose and Maltodextrin, Zero Sucrose, LOW GI Carbohydrate Formula. Enriched with 42 mcg of Chromium. Enriched with 28 Essential Vitamins & Minerals. Enriched with Carnitine, Taurine helps reduce Blood sugar spikes. Ideal as a Meal between Meals. Gluten free. 100 % Veg. SKU’s – 400 g Jar, 1 kg Jar, Travel Pack (3*50g) Flavours – Vanilla and Chocolate 241No. Name and Image of the Product Description product 3. PentaSure PentaSure is a Complete source of balanced nutrition. Complete Balanced Nutrition- Polymeric Formula with 3 P Protein Blend in form Soy Protein Isolate, Skimmed Milk and Whey Protein concentrate, protein at least 21g /100 g & energy of 448 Kcal/100 g. Enriched with 6 g FOS. Added Leucine of 1.8g/100 g. Sodium not more 290 mg /100g and potassium not more than 280 mg/100g.Enriched with 28 Essential Vitamins & Minerals. Gluten free and 100 % Veg. SKU’s – 400 g Jar, 1 kg Jar, Travel Pack (3*50g) Flavour – Vanilla 4. PentaSure HP PentaSure HP has High Quality, High Protein Formula for Hyper catabolic and high stress clinical conditions. PentaSure HP is High Protein Formula with 3 P Protein Blend, Whey, Soya and Milk with at least 45g/100g protein & added Leucine of 4.15 g/100 g, helps for faster Muscle Protein Synthesis. Enriched with Fiber at least 4gm/100gm and at least 200 mg Alpha Lipoic Acid as Antioxidant. Fructose Based, safe for Diabetes. It is Low Fat and 100 % Veg SKU’s – 400 g Jar, 1 kg Jar, Travel Pack (3*30g) Flavours – Vanilla and Chocolate 5. PentaSure Fiber PentaSure Fibre is 100% Soluble Fiber, Prebiotic, Resistant maltodextrin. It is highly soluble in nature, it gives a clear solution with water and dissolves in all beverages and soft foods. PentaSure Fiber is Tasteless, Odourless, Clear, Low Viscosity and Low GI., Highly Fermentable, 100 % Veg. It has benefits with gastrointestinal motility, relieving constipation, increasing stool volume, preventing postprandial spike in insulin, cholesterol and triglycerides making it a healthy supplement in GI related disorders, diabetes, heart ailments etc. SKU’s- 100g Jar and Travel Pack ( 5g *8 scahets) 6. CarboLoad It is Complex Carbohydrate Supplement- Clear Liquid, exclusively designed to support Enhanced Recovery After Surgery (ERAS) Protocol. Oral carbohydrate loading prior to surgery is known to Reduces Post Operative Insulin resistance, attenuates loss of Lean body mass, Insulin Resistance minimize protein & Muscle loss & Curbs hunger, thirst, nausea and anxiety. Carboload clears the stomach within 60- 90 mins for easy evacuation of bowel. Carboload has Low Osmolality (150mosm/kg) SKU- Box of 3 Sachets (50gm each Sachet). Flavours – Neutral 7. PentaSure Renal PentaSure Renal is an adequate protein calorie dense formula for patients with compromised Kidney function but not yet on dialysis. 242No. Name and Image of the Product Description product Balanced Nutrition for Renal Care. Calorie dense 2 Kcal/ml. Not less than 13g/100 g protein only in form of Whey protein Concentrate, Low in Electrolytes, sodium not more than 100 mg/100g, potassium not more than 120 mg/200g, phosphorous not more than 150 mg/100g. Enriched in Carnitine and Taurine. Low GI carbohydrate- Fructose based, safe for diabetes. Lactose, Gluten & Cholesterol free. It is 100 % Veg. SKU- 400g Jar Flavours – Vanilla 8. PentaSure DLS PentaSure DLS is a high protein ,calorie dense formula for patients on dialysis. Calorie dense 2 Kcal/ml, ensuring minimum fluid intake. PentaSure DLS containing 25g/100 g protein only in form of Whey protein Concentrate, Low in Electrolytes , sodium not more than 140 mg/100g, potassium not more than 235 mg/100g, phosphorous not more than 142.5 mg/100g. Enriched in Carnitine and Taurine. Low GI carbohydrate- Fructose based, Sucrose free. Safe for diabetes. Gluten Free. It is 100 % Veg. SKU- 400g Jar Flavour – Vanilla. 9. PentaSure Hepatic PentaSure Hepatic is Balanced Nutrition formula for patients with Hepatic Insufficiency. PentaSure Hepatic is a calorie dense containing 1.5Kcal/ml. It is 100% Whey protein based, enriched with 70% MCT (at least 6.3 g/100g) and with BCAA (3.6g/100g). Fructose based. Safe for diabetes patients. PentaSure DLS containing sodium not more than 120mg/100g. Fructose Based. Sucrose free. Safe for diabetics. Gluten free. It is 100 % Veg SKU- 400 g Jar Flavours – Vanilla 10. PentaSure Critipep Semi Elemental Diet for GI Compromised & Critically Ill patients, 100% Whey Peptide, at least 20g/100 g protein & 70% of total fat in form of MCT. Fructose Based, Sucrose free Safe for diabetics. Low in Electrolytes, Sodium not more than 176.73mg/100g, High in TGF-B (149ng/100g) helps manage Inflammatory response. Gluten free. It is 100 % Veg Recommended for malabsorption and maldigestion conditions. Ideal for Jejunostomy feeds. SKU- 400 g Jar Flavours – Vanilla 11. PentaSure ImmunoMax Safeguard against infection and boost the immunity with High Protein High Calorie formula & unique blend of 3 immunonutrients- Arginine, Omega 3 Fatty Acids and RNA Nucleotides. 243No. Name and Image of the Product Description product 100% Whey Protein & 70% MCT based formula Enriched with Fibre & 3 Immunonutrients and is 100 % Veg Recommended in Cancer Cachexia, Burns, trauma & Pre and Post Surgery. SKU- Box of 4 Sachets (61g ) Flavours – Creamy Vanilla 12. Obesigo Obesigo is a weight management plan and for bariatric diet management coupled with controlled dietary habits, lifestyle changes and exercise. Obesigo formula can be used as meal replacers in weight management, containing 100% Whey Protein 41g /100, Low- Calorie, low-Fat formula, fat in form of MCT, Fiber enriched with 8.4 g fiber/100g. Enriched with Garcinia Cambogia Extract- 800mg/100g. Fructose based, 100 % Veg. Sucrose Free Safe for Diabetes patients. SKU- Box (7 *50g) Flavours- Chocolate, Mango and Vanilla. 13. Pedia Gold Pedia Gold provides complete balanced nutrition for children. Pedia Gold contains dual blend Protein (Whey + SMP), Zero Added Sucrose, Enriched with DHA, Choline, Taurine & Inositol, Vita A, C & E with 42 vital nutrients, 100 % Veg SKU’s – 400g jar & 200g carton Flavours- Mango, Vanilla, Chocolate 14. Pedia Gold Plus Pedia Gold Plus provides specialized nutrition for pediatric GI compromised patients with a semi-elemental diet. 100% Whey Peptide & 70% MCT based, High in TGF-B helps manage Inflammatory response, enriched in DHA, choline, Inositol & FOS. Low in electrolytes with sodium not more than 147mg/100g . Pedia Gold Plus comes in Delicious Vanilla flavor. It is 100 % Veg SKU- 400g Jar Flavours- Vanilla 15. Meta Gluta ZS Immunoboosting Formula enriched with Glutamine (10g/ sachet, Zinc 3mg and selenium 15mcg/ sachet) Sucralose based. Safe for Diabetics • Recommended for Radiation Chemotherapy Oral Mucositis. SKU- Box of (10*15g) Flavour - Orange 244No. Name and Image of the Product Description product 16. PentaSure MCT PentaSure MCT is a Modular formula, containing Medium Chain Triglycerides, recommended for Calorie Top Up for Instant Energy SKU- 100g Jar Neutral Flavour 17 Nutrone Men Nutrone Men is a complete wellness supplement designed to meet the daily nutritional needs of active men. Packed with triple protein, vital herbs, and essential nutrients, it helps boost energy, improve stamina, and support overall well-being. SKU- 300gm pack (30gm x 10sachets) Flavour – Saffron 18 Nutrone Women Nutrone Women is a specially crafted nutritional supplement for today’s women, providing complete wellness support with natural herbs, proteins, and essential vitamins to boost energy, improve beauty, and support hormonal balance. SKU- 300gm pack (30gm x 10sachets) Flavour – Chocolate 19 Nutrone Healthy Ageing Nutrone Healthy Ageing, a unique blend of natural herbs and triple protein power designed to support the body and mind. Infused with the goodness of Ashwagandha and Licorice, this formula helps reduce stress, boost memory, and strengthen immunity. Combined with vitamin D, high fiber, and soy, whey, and SMP protein, it promotes bone health, better digestion, and sustained energy SKU- 300gm pack (30gm x 10sachets) Flavour – Kesar Badam 20 Nutrone 100% whey protein Nutrone 100% whey protein is the best way to start with the protein supplementation. It will give the best quality whey proteins for faster muscle growth and faster muscle repair post workouts. It is a trusted product manufactured in state of the art facility by Hexagon Nutrition which is FSSAI and ISO certified. Nutrone 100% whey protein can help to maximize the energy, performance and action; making the workout sessions more fruitful than ever. Sku: 480gm Jar Flavour- Choffee and Banana Vanilla 21 PentaSure Wheymax PentaSure Wheymax is a modular formula , can be added as Sprinklers to kitchen diet, beverages, Enteral Nutrition, Modular Formula containing High Quality, 90% Whey Protein Isolate, with the PDCAAS score 1 Direction for Use - Use 1-2 level scoops of Powder (one scoop = 6.5g) in 150ml of liquid or 150g of food. 245No. Name and Image of the Product Description product Nutritional Values: Each Scoop, 6.5 gm gives 5.8 gm of Protein, and 24Kcal SKU – Box of (5*5g ) Flavour – Neutral 22 Kaltame Sweetener Kaltame Sweetener Easy to carry and use - Contains Non- Calorie sweetener sachet which is convenient to use Kaltame helps to keep the calorie count low when you on diet or on any fitness goal. An ideal sugar substitute as 1 sachet of Equal Non-calorie sweetener gives sweetness equivalent to 2 tsp (7-8g approx) of sugar SKU - 240 gm carton (1gm sachet x 240) s e x im e r P t n e ir t u n o r c iM I. I Product Micronutrient Premixes are a combination of various micronutrients like Vitamin A, B , C , D , Description B12, Folic Acid, Iron, Zinc, Calcium, Magnesium etc customised and produced by us for various industries ranging from beverages, infant nutrition, bakery, dairy industry, confectionary, nutrition drinks etc. 246Sr. Name and Image of the product (if any) Product Description No. III. ESG Segment 1. Micronutrient Premixes (MNP-15 & MNP-5) This is Micronutrient Powder composed of multiple nutrients and minerals to prevent and treat anemia and micronutrient deficiencies among children between age of 6-59 months who are most vulnerable and at risk. The Sprinkles are available as MNP 5 and MNP 15 sachets. MNP 5 & MNP 15 consists of 5 micronutrients & 15 micronutrients respectively of 1g each. 2. Ready to use therapeutic food (RUTF) Ready-to-use therapeutic food provides similar nutrition to that of therapeutic milk. RUTFs is made with a custom composition of micronutrients and generally contain fat- soluble vitamins (A, D, E, K), water-soluble vitamins (B1, B2, B6, B12, C, folic acid, niacin, biotin), essential minerals (sodium, potassium, calcium, phosphorus, magnesium, iron, zinc, copper, selenium, iodine), and fatty acids. They are prepackaged and ready to be consumed immediately without preparation 3. Ready to use supplementary food (RUSF) It is a fortified paste made up of sugar, dried skim milk, oil, and a micronutrient premix of essential vitamins and nutrients. It may also include groundnuts (peanuts), oil seeds, and soya. It is made with a custom composition of micronutrients and generally contain fat-soluble vitamins (A, D, E, K), water-soluble vitamins (B1, B2, B6, B12, C, folic acid, pantothenic acid, niacin, biotin), essential minerals (sodium, potassium, calcium, phosphorus, magnesium, manganese, iron, zinc, copper, selenium, iodine), and fats. RUSF is intended for children aged 6 months and older with Moderate Acute Malnutrition (MAM). 4. Pro activa F75 Pro Activa F-75 is therapeutic milk powder also known as “Starter Diet” given to a SAM child to gain stability. It is made up of milk solids, vegetable fat,sugar, maltodextrin, vitamins and mineral complex for preparation of a liquid diet of approx. 75kcal/100ml. It is given to infants whose bodies are capable of tolerating regular nutrients. 247Sr. Name and Image of the product (if any) Product Description No. 5. F100 This is a Therapeutic Milk Powder also known as “Catch Up Diet” given to a SAM child for rehabilitating after he is in stable condition. It is made up of milk solids, vegetable fat, sugar, maltodextrin, vitamins and minerals for preparation of a liquid diet of approx. 100kcal/100ml. It is given to infants who has improved out of severe stage, but condition remains serious. 6. LNS MQ LNS-MQ stands for Lipid-based Nutrient Supplement - Medium Quantity. It's a paste that's used to treat moderate acute malnutrition (MAM) in children 6 months and older. LNS-MQ is a supplement to breastfeeding and a child's regular diet, and it's not meant to replace them. It is a lipid- based matrix with added vitamins and minerals Common ingredients include peanut paste, vegetable oil, sugar, skimmed milk powder, and a vitamin and mineral premix 7. LNS SQ LNS-SQ, or Small Quantity Lipid-based Nutrient Supplement is formulated to meet the nutritional needs of and prevent undernutrition, improve health, growth and development in children aged 6 months or older. It contributes to preventing undernutrition, in particular micronutrient deficiencies and stunting. It is to be consumed directly from the package or by mixing with other foods. 8. Multimicro-Nutrient Tablet Multi-Vitamin and Mineral Tablets (Neutramax) is combination of Vitamins & Minerals to help support energy, immunity, metabolism, & helps prevents anemia and other micronutrient deficiencies among pregnant and lactating women. 248Manufacturing facilities We operate three (3) manufacturing facilities in India, located in Nasik (Maharashtra), Chennai (Tamil Nadu) and Thoothukudi (Tamil Nadu), along with one (1) international manufacturing facility in Tashkent, Uzbekistan. Set out below are the details of our Manufacturing Facilities. Sr. Address Description Purpose for which the Operated Property No. property is under by type 1. Plot No. 92, Unandanagar, Manufacturing plant Manufacturing of Company Owned Lakhamapur, Dindori, Nasik – 422 premix dry and oil 202, Maharashtra, India (“Nasik premix clinical nutrition, Facility”) RUF and MNP 2. Plot No. B11 Phase – 1 MEPZ, Manufacturing plant Manufacturing of dry Our Land Tambaram, Chennai – 600 045, powder premix, oil Subsidiary Leased- Tamil Nadu, India (“Chennai premix and micro i.e. valid upto Facility”) nutrients Hexagon September Nutrition 3, 2029 (Exports) Private Limited 3. Plot No. 76-77-78, Manufacturing plant Manufacturing of RUF Our Land Kombukaranatham Village, Subsidiary Leased- Sekkarakudi Post, Thoothukudi i.e 97 years District – 628104, Tamil Nadu, Hexagon lease India (“Thoothukudi Facility”) Nutrition effective 9 (Internatio April nal) 2014 Private Limited 4. Home-2 Sugdiyona of Sergeli Manufacturing Plant Manufacturing of dry Our Owned District of Tashkent City, powder premix Subsidiary Uzbekistan (“Uzbekistan Facility”) i.e Hexagon Nutrition, LLC Nashik Facility Nasik Facility- Manufacturing Plant 249Nasik Facility- Lab & Research Centre and Warehouse Chennai Facility Chennai Facility- Manufacturing Plant 250Chennai Facility- Warehouse Thoothukudi Facility Thoothukudi Facility- Manufacturing Plant 251Uzbekistan Facility Set out below are a few of the pictures of our Uzbekistan Facility. Manufacturing Capacities The table below sets out the capacities and capacity utilization of our manufacturing facilities for the immediately preceding three financial years: Sr. Financial Description Dry Pre- Liquid MNP (1gm RUF Clinical No. Year mix Premix and 8 gm) Nutrition Installed 835.00 42.50 59.65 680.00 110.00 capacity per month in two shift operation (MT) 1 Fiscal 2025 Actual 259.20 7.96 5.99 193.88 51.71 Production (MT) Capacity 31.04 18.72 10.04 28.51 47.01 Utilisation (%) Installed 835.00 42.50 59.65 680.00 110.00 capacity per month in two shift operation (MT) 2 Fiscal 2024 Actual 193.75 7.59 3.40 267.01 38.34 Production (MT) Capacity 23.20 17.87 5.70 39.27 34.85 Utilisation (%) Installed 835.00 42.50 59.65 340.00 110.00 capacity per month in two 3 Fiscal 2023 shift operation (MT) Actual 191.82 6.96 14.15 184.33 33.67 252Sr. Financial Description Dry Pre- Liquid MNP (1gm RUF Clinical No. Year mix Premix and 8 gm) Nutrition Production (MT) Capacity 22.97 16.37 23.72 54.21 30.60 Utilisation (%) As certified by Independent Chartered Engineer vide certificate dated June 18, 2025. Equipment/Machineries We operate three (3) manufacturing facilities in India, located in Nasik (Maharashtra), Chennai (Tamil Nadu) and Thoothukudi (Tamil Nadu), along with one (1) international manufacturing facility in Tashkent, Uzbekistan. Set out below are the details of facility wise equipment and machineries. • Our Nashik Facility is equipped with following key machine/equipments Sr. No. Name of Equipment/Machineries Quantity 1. Air Compressor 1 2. Pneumatic sealer 2 3. Oil Capping Machine 1 4. Metal detector 1 5. Primary Grinder no-01 1 6. Secondary Grinder 1 7. 300 KG Holding Tank 1 8. Heating Oil Transfer Pump 1 9. 900 kg Mixing Tank-01 1 10. 900 kg Mixing Tank-02 1 11. 100 KG Oil Heating Tank 1 12. Lobe Pump-01 1 13. Lobe Pump-02 1 14. Lobe Pump-03 1 15. Lobe Pump-04 1 16. Lobe Pump-05 1 17. Screw Pump 1 18. 2.2 KL Blender 1 19. Two Track FFS Machine-02 1 20. centrifugal pump-01 2 21. SILO TANK-02 2 22. Sifter 36" 1 23. 36" Sifter 3 24. 36" Sifter 2 25. 50 KG Ribbon Blender 1 26. 500 Kg Ribbon Blender 1 27. PK70 FFS Machine 2 28. Automatic Tin Seaming Machine 1 29. Tin Labelling Machine 2 30. Induction sealing machine 2 31. Forklift 1 32. Reach truck 1 33. AHU 19 34. ETP and STP 1 35. 400 KVA stabiliser 1 253• Our Chennai Facility is equipped with following key machine/equipments Sr. No. Name of Equipment/Machineries Quantity 1. Circulation tank 1 2. Cloth dryer 1 3. Conveyer 1 4. Floor scrubbing machine 1 5. Metal Detector with Conveyor 1 6. Pass box 6 7. Pneumatic foot sealing machine 1 8. Tray Dryer 1 9. Vacuum Cleaner 2 10. Washing Machine 2 11. Water jet cleaning machine 1 12. Ribbon Blender 2 13. Vibro Sifter 1 14. Air Compressor 1 15. Metal Detector 1 16. HPLC 1 17. ICP-OES 1 18. ICP-MS 1 • Our Thoothukudi Facility is equipped with following key machine/equipments Sr. No. Name of Equipment/Machineries Quantity 1. Product holding tank 1 2. 1 KL SS oil heating tank 1 3. 25 TR Chiller 1 4. Scrapped surface heat exchanger 1 5. 1400 KG ribbon blender 1 6. Two track machine- Machine number 5 1 7. Soy oil tank 2 1 8. Primary and secondary peanut grinder 1 9. 2000 LPH RO plant 1 10. Soy oil tank 1-15 kl 1 11. Palm oil tank 2-30kl 1 12. Palm oil tank 1-30kl 1 13. Radius conveyor 1 14. 1 kl SS RO water tank 1 15. 400 KVA DG 1 16. 15 KW air compressor 1 17. Reach truck 1 18. Mobile pallet racking 1 19. Two track machine - 2 Nos 1 20. LC-MS/MS 1 21. Stability Chambers 2 22. Incubator 4 23. Autoclave 3 • Our Uzbekistan Facility is equipped with following key machine/equipments: Sr. No. Name of Equipment/Machineries Quantity 1. Ribbon blender-1000 kg 1 2. Ribbon blender-500 kg 1 3. Ribbon blender-50 kg 1 2544. AHU 8 5. Sifter 36 2 6. FFS machine 10 track one gram 1 7. Bag sealing machine 1 8. Dynamic pass box 5 9. DG set 1 10. Air compressor with receiver 1 11. Transformer 1 12. Dust collector 2 13. Material lift 1 14. Bio safety cabinet 1 15. Incubator 1 16. LAF 1 17. Pass box 1 18. Bio safety cabinet 1 19. Incubator 1 20. LAF 1 21. Pass box 1 Manufacturing Process 1. Manufacturing Process of Dry Premix 255Set out is the brief description of the our manufacturing process of dry premix. • Raw Material Handling: All raw and packing materials are received from approved suppliers, checked visually for damage, labeling, and integrity, and then sampled by QC. Representative samples are tested for identity and compliance; lots remain in quarantine until results are approved. Non-conforming materials are held, rejected, or returned to the supplier, ensuring only compliant inputs move forward. • Storage & Dispensing: Approved materials are transferred to segregated storage under controlled temperature and humidity. For each batch, the required items are dispensed accurately as per the batch sheet inside a clean dispensing area (OPRP). This controls cross-mixing risk and ensures each ingredient’s quantity is correct before processing. • Material Preparation: Dispensed materials are sifted through specified mesh sizes (OPRP) to remove lumps and foreign matter and to improve flow. The sifted ingredients are collected in clean, labeled Intermediate Product Containers (IPCs) and staged for blending, maintaining traceability of every lot and weight. • Blending: Ingredients are charged to the blender in the defined sequence and blended for a validated time and speed (OPRP) to achieve uniformity. In-process checks (e.g., visual homogeneity or predefined sampling) are carried out as per SOP and recorded in the BMR. If trituration or pre-blends are required (e.g., vitamin– mineral premix and other ingredients), they are prepared separately and then combined for the final mix. • Contamination Control: The blended material passes through a calibrated metal detector (CCP). Any detected contamination triggers automatic rejection to a designated container; only metal-free material proceeds. This step is documented and verified per the CCP monitoring plan. • Packaging: Compliant blend is filled into primary packs; nitrogen purging is applied if required to protect sensitive nutrients. Samples are drawn from packed lots and tested by QC for chemical, microbial, and key physical parameters. Only passing lots continue to secondary packaging, where shippers are sealed and labeled with product name, batch number, net weight, MFG/EXP dates, and storage instructions; damaged PMs are scrapped per SOP. • Finished Goods: Approved, sealed cartons are moved to the finished-goods store under controlled conditions until QA release. After final release, dispatch is arranged using suitable transport so the product reaches customers with its quality and integrity maintained throughout the supply chain. 2562. Manufacturing Process of Liquid Premix Set out is the brief description of the our manufacturing process of liquid premix. • Raw Material Handling: Raw and packing materials are received from approved suppliers and checked visually for integrity, labeling, and expiry. The Quality Control (QC) team collects representative samples, assigns them for testing, and keeps the lots in quarantine until results are approved. Non-conforming materials are rejected or returned, while approved materials are released for use and transferred to designated storage. • Dispensing and Filtration: Approved raw materials are issued as per the batch sheet and dispensed in a controlled dispensing booth (OPRP). The dispensed liquids are passed through filtration units (OPRP) to remove impurities or unwanted particles. This ensures that only clean and uniform liquids move forward. The filtered materials are collected in Intermediate Product Containers (IPCs) and sent to mixing. 257• Mixing: The filtered liquids are charged into the mixer and blended in a defined sequence at validated speed and time. Operators monitor the process, record blending details in the Batch Manufacturing Record (BMR), and ensure consistency of mixing. If pre-mixes of certain vitamins are required, they are prepared separately and then combined into the main blend. • Post-Mixing Checks: After mixing, the liquid premix is transferred through a fine mesh or screen into aluminum or stainless- steel containers. Samples are drawn and sent to QC for assay, microbial safety, and other required analyses. Only materials that comply with specifications move forward for packaging. • Packaging and Labeling: The approved premix is filled into primary packaging containers designed to prevent leakage or contamination. Labels are applied with product name, batch number, weight, manufacturing date, and expiry date. Primary packs are then transferred into secondary packaging (e.g., shippers or cartons), sealed, and made ready for storage. Rejected or damaged packing materials are segregated for disposal. • Quality Control: QC tests are carried out on finished batches to verify assay, microbial limits, and other critical quality attributes. Results are recorded, and only conforming lots are released for storage and dispatch. • Documentation: Each operation is recorded in the Batch Manufacturing Record (BMR). Any deviations observed during the process are documented, investigated, and corrective actions are taken. • Safety and Hygiene: Equipment is cleaned and sanitized before and after each batch. Personnel wear appropriate protective gear and follow hygiene protocols. Procedures are followed to prevent cross-contamination. • Storage and Dispatch: Finished liquid premix is stored in a cool, dry, and designated warehouse until Quality Assurance (QA) release. After approval, the goods are dispatched through controlled logistics channels, ensuring product integrity until delivery to customers Raw Materials The raw materials we use in the manufacturing of our products include vitamins, whey protein, spray dried corn fat and groundnut base powder, protein concentrate, sunflower oil, maize starch, lactose monohydrate and cocoa powder. Further, packaging materials include preform, laminates, poly packs, labels, plastic caps cardboard, cups and plastic film, among other things. We source our raw materials from vendors in India as well as overseas. We believe that this helps us reduce our dependence on a few large vendors and thereby minimize risks of supply disruption and cost increases. 258Set out below is our procurement process; • Procurement Planning The Planning/Supply Chain team prepares a procurement plan based on current orders and projected requirements. It considers past consumption trends, forecasted demand, and inventory levels. The objective is to ensure timely availability of materials without overstocking. This plan is reviewed and approved before initiating procurement. • Vendor Site Visit and Evaluation Before onboarding any new vendor into the approved vendor database, a cross-functional team conducts a site visit to assess the vendor’s infrastructure, manufacturing capability, quality systems, regulatory compliance, and financial stability. Only vendors meeting the company’s standards are approved and added to the vendor database. • Request for Quotation (RFQ) and Vendor Evaluation RFQs are sent to approved vendors listed in the company's vendor database. Received quotations are compared based on pricing, delivery terms, and compliance. Market intelligence and vendor performance history are also considered. The best vendor is selected following a commercial and technical evaluation. • Purchase Order (PO) Issuance and Order Follow-Up A PO is issued to the selected vendor, stating all key terms and specifications. It includes item details, 259quantity, pricing, delivery dates, and payment terms. Procurement or planning teams follow up to ensure timely dispatch of goods.Any potential delays are addressed through direct communication with the supplier. • Material Receipt and Preliminary Inspection Upon delivery, warehouse staff checks quantity, physical condition, and packaging. Documents such as Invoice, COA, and LR are verified against the PO. Discrepancies or damages are recorded and escalated immediately. A Goods Receipt Note (GRN) is generated to document material receipt. • Quality Control (QC) Inspection and Approval QC team collects samples as per SOP and conducts required tests. Test results are compared with product specifications and quality standards.If compliant, material is approved and moved to usable inventory. Rejected materials are held in a separate area pending further action. • Inventory Update and Payment Processing Upon approval, the validated GRN is shared with the finance team. Finance matches PO, GRN, and Invoice before processing payment. Approved materials are updated in the inventory system as good stock. Payment is released as per agreed terms mentioned in the PO. • Handling of Rejected Material QC team prepares a rejection report and shares it with the supplier. The rejected material is returned with a debit note, if applicable. Inventory is updated to reflect the rejection and removal from stock. Further procurement action may be taken based on urgency and need. Set out below are the details of expense incurred toward procurement of raw materials during Fiscal 2025, 2024 and 2023. (₹ in million) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Expenses towards purchase of raw materials 1,548.34 1,382.66 1,868.53 Revenue from Operations 3,249.29 2,977.31 2,785.01 % of revenue from operations 47.65 46.44 67.09 The details of top one (1), three (3), five (5) and ten (10) raw material suppliers vis-à-vis our total purchases as per our Restated Financial Statements are set out below: (₹ in million) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Cost % of Total Cost % of Total Cost % of Total incurred Purchase incurred Purchase incurred Purchase Top 1 supplier 221.23 13.63 177.79 10.35 252.93 12.97 Top 3 410.39 25.29 421.86 24.57 539.42 27.66 suppliers Top 5 541.70 33.38 585.28 34.09 730.77 37.47 suppliers Top 10 749.52 46.19 824.51 48.02 1,005.21 51.54 suppliers Note: Name of our top one, three, five and ten suppliers of our Company has not been separately disclosed due to non-receipt of their consent. 260Our Customer Our customer base spans a wide and diverse spectrum across geographies, industry segments, and demographics. We cater to individual consumers through our branded wellness and clinical nutrition products in the B2C segment, healthcare professionals who recommend our products across various therapeutic areas, and institutional clients including leading Indian and multinational FMCG companies in the B2B2C segment who use our customized micronutrient premixes to fortify their food and beverage products. In the ESG segment, we work closely with global health organizations and Ministry of Health of various countries supplying Ready-to-Use Foods (RUFs) and Micronutrient Powders (MNPs) for public nutrition and malnutrition intervention programs. Our customers rely on our scientific rigor, quality consistency, and ability to customize solutions to meet precise nutritional requirements. Over the years, we have built long-standing relationships with many of them, reflected in a high rate of repeat orders and multi-year collaborations across domestic and export markets. The details of top one (1), three (3), five (5) and ten (10) customers vis-à-vis our total sales as per our Restated Financial Statements are set out below: (₹ in million unless stated otherwise) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue % of Revenue from % of revenue Revenue from % of revenue from revenue Operations from Operations from Operations from operations operations operation Top 1 customer 417.20 12.84 424.28 14.25 295.89 10.62 Top 3 customers 953.02 29.33 939.96 31.57 729.35 26.19 Top 5 customers 1165.97 35.88 1,170.71 39.32 952.28 34.19 Top 10 customers 1490.49 45.87 1,453.69 48.83 1,271.29 45.65 Sales and Distribution We have developed a PAN-India omnichannel distribution capabilities, enabling us to serve a wide and diverse consumer base through multiple access points. Our distribution network spans retail pharmacies, hospital networks, leading e-commerce platforms, online pharmacies, and our own branded websites i.e. www.pentasurenutrition.com, www.obesigo.com, www.pediagold.com and www.nutrone.fit ensuring high accessibility across consumer segments. These channels are supported by an integrated digital presence that enhances consumer engagement, improves last-mile delivery, and provides real-time purchase options. For domestic distribution, we rely on a well-established and growing network of over 342 distributors strategically located across India including 8 distributors who have presence in multiple states. This network allows us to respond effectively to market demands, adapt to evolving consumer preferences, and navigate competitive pressures in both metro and non-metro markets. Our sales operations are centrally coordinated from our registered and corporate offices, ensuring operational consistency and agility. We have steadily expanded our coverage into semi-urban and rural areas, deepening market penetration and enabling access to our products in previously underserved geographies. Our direct sales efforts are supported by a dedicated sales force of over 157 employees, which includes a team of field personnel and nutrition science professionals who actively engage with healthcare providers. During Fiscal 2025, our team engaged with approximately 15,000 healthcare professionals across India, helping to build trust, drive product adoption, and strengthen our brand positioning in clinical and wellness nutrition categories. These professionals play a critical role in recommendations for our B2C products, particularly in disease-specific nutrition. On the international front, we operate an extensive export distribution network through 19 regional distributors of respective countries, covering key geographies such as South and North America, Southeast Asia, Africa, and the Middle East, though few of these agreements have expired, and the Company intends to regularize them without affecting any business operations. These regional distributors help us localize our market approach, navigate regulatory requirements, and manage in-market logistics and after-sales support. Our international reach is further supported by our overseas offices in South Africa, Uzbekistan, and Hong Kong, which oversee market development, customer relationships, and operational execution in their respective regions. 261Our products have been exported to over 75 countries during Fiscals 2023, 2024, and 2025, including but not limited to South Africa, Malaysia, Ethiopia, France, French Polynesia, Ghana, Indonesia, Kenya, Madagascar, Mozambique, Papua New Guinea, Nigeria, Philippines, Qatar, UAE, Mauritius, and Brazil. We have also secured product approvals in approximately 14 countries for our branded nutrition products, reflecting our compliance with diverse global regulatory standards. The table below presents the geographical breakdown of our product sales for Fiscal 2025, Fiscal 2024, and Fiscal 2023: (₹ in million unless stated otherwise) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue % of Revenue % of Revenue % of from revenue from revenue from revenue Operations from Operations from Operations from operation operations operations Sale of 1,256.28 38.70 1,096.46 36.86 1,005.44 36.13 products – India Sale of 1,990.06 61.30 1,878.06 63.14 1,777.37 63.87 products – Rest of the World Revenue 3,246.34 100.00 2,974.52 100.00 2,782.81 100.00 from Operations* Note: Other Revenue include MEIS, Duty Drawback incentives, RoDTEP and Testing Charges. The table below presents the geographical breakdown of our product sales in India for Fiscal 2025, Fiscal 2024, and Fiscal 2023: (₹ in million unless stated otherwise) Fiscal 2025 Fiscal 2024 Fiscal 2023 % of Sale of % of Sale of % of Sale of Particulars Amount products – Amount products – Amount products – India India India Maharashtra 350.52 27.90 354.09 32.29 310.58 30.89 Karnataka 165.23 13.15 83.30 7.60 68.79 6.84 Tamil Nadu 112.63 8.97 111.87 10.20 100.11 9.96 Gujarat 94.15 7.49 66.90 6.10 75.77 7.54 Telangana 91.91 7.32 47.37 4.32 44.20 4.40 West Bengal 78.31 6.23 51.99 4.74 68.49 6.81 Uttar Pradesh 74.73 5.95 48.78 4.45 25.57 2.54 Assam 54.20 4.31 43.40 3.96 39.64 3.94 Andhra 50.08 3.99 41.17 3.76 42.14 4.19 Pradesh Madhya 32.58 2.59 49.72 4.53 41.56 4.13 Pradesh Haryana 30.10 2.40 30.16 2.75 18.13 1.80 Odisha 22.97 1.83 29.78 2.72 28.66 2.85 Delhi 16.83 1.34 15.37 1.40 12.86 1.28 Rajasthan 15.61 1.24 35.03 3.19 52.14 5.19 Chattisgarh 15.17 1.21 12.46 1.14 10.46 1.04 Punjab 13.40 1.07 4.69 0.43 12.28 1.22 Kerala 12.56 1.00 11.76 1.07 9.35 0.93 Meghalaya 5.08 0.40 4.47 0.41 3.78 0.38 Nagaland 4.91 0.39 7.01 0.64 5.53 0.55 Bihar 4.53 0.36 13.66 1.25 7.56 0.75 262Fiscal 2025 Fiscal 2024 Fiscal 2023 % of Sale of % of Sale of % of Sale of Particulars Amount products – Amount products – Amount products – India India India Himachal 3.33 0.26 25.28 2.31 15.61 1.55 Pradesh Jharkhand 2.53 0.20 2.66 0.24 3.98 0.40 Tripura 2.02 0.16 1.04 0.10 1.75 0.17 Uttarakhand 1.76 0.14 3.34 0.30 4.68 0.47 Mizoram 0.51 0.04 - 0.00 - 0.00 Jammu and 0.25 0.02 0.53 0.05 1.20 0.12 Kashmir Arunachal 0.19 0.01 - - - - Pradesh Dadra and 0.15 0.01 - - 0.18 0.02 Nagar Haveli Goa 0.04 Negligible 0.34 0.03 0.13 0.01 Chandigarh 0.02 Negligible Negligible Negligible - - Sikkim 0.01 Negligible 0.01 Negligible - - Manipur - - 0.23 0.02 0.28 0.03 Total 1,256.28 100.00 1,096.45 100.00 1,005.44 100.00 *Revenue from operations attributable to e-commerce in India represents income from the sale of goods and services to customers within the country through online platforms and digital marketplaces. Such revenue is recognised on transfer of control to the customer, net of discounts, returns, and applicable taxes, in accordance with Ind AS 115 – Revenue from Contracts with Customers The table below presents the geographical breakdown of our product sales in Rest of the World for Fiscal 2025, Fiscal 2024, and Fiscal 2023: (₹ in million unless stated otherwise) Countries Fiscal 2025 Fiscal 2024 Fiscal 2023 % of % of % of Revenue Revenue Revenue revenue revenue revenue from from from from from from Operations Operations Operations operation operations operations Ethiopia 394.20 12.13 47.51 1.60 19.39 0.70 Indonesia 235.03 7.23 174.60 5.86 133.77 4.80 UAE 147.44 4.54 44.35 1.49 34.36 1.23 Thailand 113.45 3.49 104.53 3.51 117.56 4.22 Afghanistan 105.87 3.26 - - - - Brazil 104.53 3.22 57.77 1.94 20.93 0.75 Bangladesh 83.31 2.56 9.63 0.32 23.73 0.85 Rwanda 69.60 2.14 189.94 6.38 144.71 5.20 South Africa 55.99 1.72 13.16 0.44 19.82 0.71 Egypt 52.85 1.63 9.63 0.32 0.31 0.01 Nigeria 43.90 1.35 52.84 1.77 44.69 1.60 Côte D'Ivoire 35.57 1.09 84.25 2.83 88.62 3.18 Italy 32.61 1.00 16.39 0.55 72.56 2.61 Others* 515.72 15.87 1,073.47 36.05 1,056.93 37.95 Total 1,990.06 61.25 1,878.06 63.08 1,777.37 63.82 Revenue from operation 3,249.29 100.00 2,977.31 100.00 2,785.01 100.00 *Others include Vietnam, Paraguay, Uganda, Kenya, Uzbekistan,etc 263Marketing and Business Development We believe that strong brand recognition and consumer engagement are key to driving preference for our products across clinical, wellness, and therapeutic nutrition categories. Over the years, our products have built a consumer base in both domestic and international markets, supported by sustained investments in marketing, brand building, and visual identity. We have adopted modern packaging technologies tailored to evolving consumer preferences across all our segments. Our branded offerings feature visually distinctive packaging, leveraging logos, taglines, and impact graphics, to drive shelf visibility and foster instant brand recall. To further enhance brand awareness, we have implemented an integrated marketing strategy targeting a broad and diverse consumer base. This includes digital advertising, influencer outreach, and on-ground activation. We employ data-driven and customized messaging to connect with consumers at multiple touchpoints. Our digital- first approach includes targeted advertising on platforms such as Google and Meta, content collaborations with social media influencers across health, fitness, nutrition, and lifestyle categories, and engagement campaigns designed to increase trust and relatability, especially among millennial and urban audiences. For our B2C segment, we incur marketing and brand development expenses which comprises of spend on digital campaigns, in-store promotions, social media engagement, packaging design, sampling, and event participations In the B2B2C and ESG segments, we focus on institutional marketing and business development through participation in global trade exhibitions, scientific conferences, and policy forums. These platforms allow us to showcase our premix formulations and therapeutic nutrition solutions to global NGOs, development bodies, and institutional buyers, while reinforcing our brand and scientific credibility in the space. Our Company continues to expand our brand footprint through omnichannel visibility, including presence on major e-commerce platforms, online pharmacies, and our own websites (www.pentasurenutrition.com, www.pediagold.com, www.nutrone.fit and www.obesigo.com), alongside conventional retail and pharmacy channels. This 360-degree brand presence allows us to reinforce consumer trust, build brand equity, and drive repeat purchases across both existing and new geographies. Set out in the table below is a breakdown of our expenses incurred towards marketing and branding expenses for Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively: (₹ in million unless stated otherwise) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from % of Revenue from % of revenue Revenue from % of revenue Operations revenue Operations from Operations from from operations operations operation Sales Promotion, Advertising 65.44 2.01 50.12 1.68 34.76 1.25 Expenses & Membership fees Product Development Research and development plays a vital role in maintaining our competitive edge. In order to keep pace with the technological developments in the nutritional industry and to continually enhance our competitive advantages, we place significant emphasis on research and development. We have consistently focused our research and development efforts to improve various aspects of our product development and supply chain such as offering new products to address the evolving consumer preferences, ensuring product safety and efforts to improve profitability. 264With wide range of products covering various therapy areas in our Company’s portfolio, we have the expertise to develop products that meet the requirements of our customers thereby making product development a significant and critical capability of our Company. During the last three years, we have developed 11 new products such as Nutrone Healthy Aging, Nutrone Men, Nutrone Women, Nutrone 100% Whey Protein, Pentasure, Whey Max Nuevo Pedia Gold, Pentasure Reno Pentasure IBD, Nesh Fibras, Nesh Pentasure Pedia and Pentasure SR. Our Company has approximately 9 products under development at the R&D and pilot stages, reflecting our active innovation pipeline and continuous efforts to expand and enhance our product portfolio across clinical, wellness, and therapeutic nutrition categories. Our Company relies on our R&D operations to keep pace with our technological developments and to remain competitive in the market. We operate R&D operations from the centers located at Nasik and Chennai and a team of 11 professionally qualified and experienced members that helps us to develop customized solutions for our customers. The following table summarizes the cost incurred toward research and development during the period indicated herein below; (₹ in million) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Expense towards R&D 22.10 24.91 25.42 As a % of revenue from operations 0.68 0.84 0.91 Inventory management and Information Technology To ensure uninterrupted production and timely delivery of products to our customers, it is critical for us to maintain optimal inventory levels of both raw materials and finished goods. As a nutrition company with a diverse portfolio spanning clinical, wellness, and therapeutic segments, our product development and delivery timelines demand careful coordination of inputs, especially micronutrients, proteins, emulsifiers, flavoring agents, packaging materials, and other key ingredients. Our raw materials and finished goods are stored both on-site at our manufacturing facility as well as at dedicated warehousing facilities strategically positioned for efficient dispatch. Inventory levels are meticulously planned based on rolling forecasts, historical demand trends, and incoming purchase orders. This helps us to maintain supply continuity while minimizing excess inventory or stockouts. We use a lead-time based Material Requirements Planning (MRP) system to determine procurement timelines and batch-wise production schedules. This ensures that our inputs are available in alignment with manufacturing cycles and that safety stock is maintained for critical SKUs. Additionally, we utilize real-time inventory management software to track movement, shelf life, and stock levels across raw materials, work-in-progress, and finished goods. This system enables traceability, facilitates batch-level quality control, and helps avoid obsolescence, especially important in nutrition products with sensitive shelf-life considerations. Our inventory control mechanisms are also aligned with our compliance standards, particularly for segments such as Ready-to-Use Therapeutic Foods (RUTF) and Micronutrient Powders (MNP), which require strict adherence to formulation and storage conditions. We conduct periodic audits, follow FIFO (First-In-First-Out) protocols, and maintain documentation for traceability as per international food safety standards such as FSSC 22000 and ISO 9001:2015. By integrating demand forecasting, digital inventory monitoring, and automated alerts for reorder points, we are able to enhance procurement efficiency, reduce working capital lock-in, and respond swiftly to spikes in customer demand across domestic and export markets. This robust inventory planning and control framework supports our operational resilience, customer satisfaction, and scalable growth. 265Quality Standards and Assurance We place great emphasis on quality assurance and product safety at each stage of the manufacturing and packing process, right from the stage of procurement of raw materials and packing materials until the final product is packaged and ready for distribution. We have well defined documented quality system which is monitored at various stages of procurement and processing. Our manufacturing facilities has received following certifications: Location Certification Purpose Nasik Food Safety System Certificate Manufacturing of micronutrient premix (dry powder Facility FSSC 22000 consisting of ISO and liquid), dietary supplement, sweetener (powder 22000:2018, ISO/TS220002-1 2009 form), multivitamin and nutraceutical tablets. and Additional FSSC 22000 requirement (Version 6.0) Good Manufacturing Practice Manufacturing of micronutrient premix (dry powder certification, HACCP certification and liquid), dietary supplement, sweetener (powder (based on Codex Alimentarius form), multivitamin and nutraceutical tablets. General principles of Food Hygiene CXC 1- 1969 (2020) Manufacturing of micronutrient premix (dry powder BRC GS Issue 9.0 -Global Standard and liquid), dietary supplement, sweetener (powder Food Safety Certification (Grade- form), multivitamin and nutraceutical tablets. A) Manufacturing of micronutrient premix (dry powder ISO 9001: 2015 Quality and liquid), dietary supplement, sweetener (powder Management System Certification form), ready to use supplementary food (RUSF), ready to use therapeutic food (RUTF), multivitamin and nutraceutical tablets. Registration certificate from Jamiat Manufacturing of various speciality micronutrients Ulama Halal Foundation premixes and dietary supplements. KOSHER Certification from K- Kosher Manufacturing of various speciality micronutrients Letter of Approval from GAIN premixes (Global Alliance for Improved Manufacturing of Nutraceutical premixes (dry), MNP. Nutrition) ISO/ IEC 17025: 2017 Testing of Finished Goods for Chemical and Accreditation Biological parameters as per National Accreditation Board for Testing and Calibration Laboratories Chennai Food Safety System Certificate Manufacturing of dry and liquid oil micronutrient Facility FSSC 22000 consisting of ISO premixes. 22000:2018, ISO/TS220002-1 2009 and Additional FSSC 22000 requirement (Version 5.1) Good Manufacturing Practice Manufacturing of dry and liquid micronutrient certification premixes. ISO 9001:2015 Manufacture of dry and liquid micronutrient premixes and food supplements Registration certificate from Jamiat Manufacturing of products such as speciality Ulama Halal Foundation micronutrient premixes of all vitamins, all minerals, small nutrients and amino acids and various other dietary supplements. Thoothukudi Food Safety System Certificate Manufacturing and packing of ready-to-use Facility FSSC 22000 consisting of ISO Supplementary foods (RUSF) and ready to use 22000:2018, ISO/TS220002-1 2009 Therapeutic foods (RUTF) and Additional FSSC 22000 requirement (Version 6) Good Manufacturing Practice Manufacturing of Infant foods (RUTF and RUSF) certification 266Location Certification Purpose ISO 9001:2015 Manufacturing of Infant foods (RUTF and RUSF) Registration certificate from Jamiat Manufacturing of various products Ulama Halal Foundation Halal decree by the Indonesian Vitamins and Mineral products – Health supplement, Council of Ulama Dietary supplement Our comprehensive quality standards cover the entire value chain, from the purification of water to the production of the finished product. The in-process quality assurance checks are performed which include sampling, line clearance procedures, sensory analysis of products, personal hygiene monitoring, environmental monitoring programmes, etc. We believe that the quality of the products manufactured by us is critical to our success, and we are committed to maintaining quality standards. Our manufacturing and processing infrastructure is equipped with quality control laboratories for testing raw materials and finished products. Our manufacturing facilities are designed, constructed, maintained and inspected in accordance with applicable food safety standards, laws and regulations. Further, we ensure that the raw materials and ingredients used in our production processes are strictly in compliance with applicable laws and regulations. We also enforce strict hygiene standards for our personnel involved in production activities. We continue to closely monitor our compliance with quality control standards. As at July 31, 2025, we had 55 full-time quality control and assurance personnel which ensures strict compliance to quality standards. We have sophisticated control equipment to monitor the key areas of the production process in our production facilities and as well as testing laboratories within our production facilities. We monitor the functioning of these control systems on a regular basis by strong in process quality checks, and certification agencies and we are inspected regularly by our customers. The quality processes undergo stringent checks like analytical testing from raw materials receipt until finished goods dispatch and throughout supply chain. We also conduct regular trainings (external and internal) for capability improvement of cross-functional teams. Insurance Our operations are subject to various risks inherent in the manufacturing industry. We maintain insurance policies for our manufacturing facilities, offices, buildings, machinery, equipment, products, marine cargo or transport, interruption and damage due to fire. We typically maintain fire, burglary and marine cargo policies for our fixed assets and stock of warehouses, to cover risks such as fire and other ancillary perils. We also cover export credit sales through our ECGC policy. We had taken Product Liability for any claim related to products. Percentage of Insured Assets: Percentage of % of total insurance Particulars Remarks Amount (in ₹) Assets (in coverage (in %) %) Including Property, Plant and Equipment 1,233.84 48.23 157.21 Insured Assets and Inventories Excluding Intangible assets, Intangible 1,324.42 51.77 - Uninsured assets under development, Right of use Assets Assets and Deferred tax Assets. Net Total Assets 2,558.26 100.00 Coverage of insurance vis-à-vis the total assets Book value of Net Insurance Percentage of insurance Period Total assets* (in ₹ Coverage (in ₹ coverage to net value of million) million) assets (in %) As at the financial year 2,558.26 1,939.78 75.82 ended March 31, 2025 As at the financial year 2,460.55 1,783.55 72.49 ended March 31, 2024 267Book value of Net Insurance Percentage of insurance Period Total assets* (in ₹ Coverage (in ₹ coverage to net value of million) million) assets (in %) As at the financial year 2,839.89 1,777.39 62.59 ended March 31, 2023 * Net Total assets refers to the sum of Insured and Uninsured Assets. We believe our insurance coverage is on comparable terms to that generally carried by companies engaged in similar businesses. However, we may not have identified every risk and may not be insured against every risk because such risks are either uninsurable or not insurable on commercially acceptable terms, including operational risks that may occur and the occurrence of an event that cause losses in excess of the limits specified in our policies or losses arising from events or risks not covered by insurance policies or due to the same being inadequate, could materially harm our cash flows, financial condition and future results of operations.Further also see “Risk Factors – 34 - Our insurance coverage may not be sufficient or adequate to protect us against all material hazards, which may adversely affect our business, results of operations, financial condition and cash flows.” on page 71. Power and Fuel Our Company sources power from local utilities. In Fiscal 2025, 2024 and 2023, our power and fuel expenses were ₹ 35.85 million, ₹ 31.40 million and ₹ 26.17 million, respectively. Human Resources Our Company believes that the development of employees is the prime responsibility of an organization and its employees are key contributors to its business success. We believe that to maintain the leading position in food and nutrition industry, we require to provide good working culture and competitive compensation packages, to attract and retain talented people. As of July 31, 2025, we have 482 employees on consolidated level, as set out below: Department Number of employees Management 5 Sales and marketing 195 Production 76 R&D 11 QA and QC 55 Regulatory Affair 6 Accounts and finance 26 Maintenance 21 Human Resource 24 Purchase and sourcing 35 Other (administrative, IT etc.) 28 Total 482 Except for workers union for Nasik Plant, our employees are not unionised into any labour or workers’ unions and have not experienced any major work stoppages due to labour disputes or cessation of work in the last three Fiscals As on date, our Company has not employed any contract labour. The following table sets forth our attrition rate for Fiscal 2025, 2024 and 2023: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Attrition rate 40% 46% 73% Note - Attrition rate is calculated as overall exits including retired employees divided by average number of employees in the relevant period Note: The attrition rate disclosed herein appears higher as it includes (i) voluntary exits of employees pursuing other opportunities, (iii) natural churn at the junior and entry levels due to industry-wide competition, and (iv) realignment of workforce in line with business requirements. Importantly, the attrition has not materially impacted the stability of our core operational and managerial workforce. We continue to retain key talent across critical functions, while also strengthening our human resource practices to attract, develop, and retain skilled employees 268Health and Employee Safety We are committed to providing a safe and healthy working environment to our employees. We have a comprehensive onboarding process for newly hired employees to ensure that they acquire the requisite skills. We conduct programs on safety protocols in the workplace, quality processes, and skill development. In addition, we implement employee safety audits and employee safety meetings, as well as conduct emergency mock drills in our manufacturing facilities. Corporate Social Responsibility Our Company has constituted a CSR committee of our Board of Directors and have adopted and also formulated a CSR policy. As a part of the CSR initiatives, our Company has undertaken several projects including donation to various organizations including IIT Bombay, providing scholarship to students. As per our Restated Financial Statements, our CSR expenditure for the Fiscals 2025, 2024 and 2023 was ₹ 5.76 million, ₹ 9.33 million and ₹ 4.72 million respectively. Intellectual Property As on the date of this Draft Red Herring Prospectus, our Company has 51 registered trademarks (including device and word marks) under Classes 1, 5, 16, 30, 32, 35, and 45 of the Trademarks Act, 1999. Further, we have secured 10 international trademark registrations under the World Intellectual Property Organization (WIPO), covering jurisdictions including Brazil, Chile, Colombia, Costa Rica, Peru, Malaysia, and Nigeria. We have also entered into a trademark license agreement with Ped-Med Limited, Canada, for the use of the ‘Sprinkles’ brand in India, pertaining to a microencapsulated iron and Vitamin A supplement in the form of micronutrient powders (MNPs). For details, see “Government and Other Approvals- Intellectual Property” on page 470. For details, see “Risk Factor – 32 - If we are unable to protect our intellectual property and technical know- how against third party infringement or breaches of confidentiality or are found to infringe on the intellectual property rights of others, it could have a material adverse effect on our business, results of operations and financial condition” on page 69. Competition: We operate in a competitive landscape that includes several domestic and multinational companies across various segments of the nutrition industry. Our position as a pure-play, research-oriented nutrition company with an integrated portfolio of fortification, therapeutic, and clinical nutrition products enables us to differentiate ourselves in the market. While we do not have a direct comparable offering the same breadth of product categories under one roof, we face competition across each of our key business segments from established players. A segment- wise summary of our principal competitors is provided in the table below: Particulars Competition Clinical Nutrition and Abbott Healthcare Pvt Ltd., Modi Mundipharma Private Limited, Zydus Wellness Wellness Segment Limited and Nestle India Limited. Premix Segment Firmenich Aromatics Production (India) Private Limited, Sudeep Nutrition Private Limited, P D Navkar Bio-Chem Private Limited, AQC Chem Lab Private Limited, Stern Ingredients India Private Limited, Nagase India Private Limited and Glanbia Performance Nutrition (India) Private Limited ESG RUTF/RUSF Nutrivita Foods Private Limited, Compact India Limited, Soma Nutrition Labs Segment Private Limited, Nuflower Foods and Nutrition Private Limited and Nutriset SAS (“Source – CARE Report”). We believe that our product offerings in India are competitive. For details with respect to competition prevalent in the nutritional industry, see “Industry Overview” on page 163. Property The following table sets forth the location and other details of the material properties owned/ leased except for the manufacturing facilities as mentioned above: 269Sr Address of the Purpose Date of Purchased/ Owned/ Whether Total . Premises Purchase/ Leased Leased/ Lessor Rent/ N Tenure from Rented related Lease o to (monthly) Compan y 1. 404 Global Registered June 10, M/s. Global Owned - - Chamber, Adarsh Office/Corpora 2005 Enterprises and in the Nagar Link Road te Office (Purchase) name of Andheri (W), the Mumbai - 400053, Company Maharashtra, India HNL 2. 301 to 304 Global Regional/Bran March 28, Indian Owned - - Chambers Adarsh ch Office 2014 Overseas and in the Nagar Off Link (Purchase) Bank name of Road Andheri West the Mumbai 400053 Company HNL 3. B229 Oshiwara Regional/Bran January Tripartite Owned - - Industrial Centre ch Office 27, 2023 Agreement and in the Premises Co-op (Purchase) between name of Society Ltd M/s. the Goregaon West Hexagon Company Mumbai 400104 Chemie, HNL M/s. Hexagon Vitachemie Pvt Ltd and Hexagon Nutrition Limited 4. Plot No. 401 to 403 Regional/Bran September Asset Owned. - - , Global Chambers, ch Office 29, 2017 Reconstruct The Adarsh Nagar, Off (Purchase) ion Property New link Road, Company is in the Andheri West, (India) Ltd Name of Mumbai - 400053 HNEPL. 5. Plot No. 92A Post Factory/ August Mr Owned - - Unandanagar Vill manufacturing 30, 1997 Chandrakan and in the Lakhmapur Nasik unit/ (Purchase) t Sonawane, Name of Stores/Wareho Mr Gautam the uses Sonawane, Company Uttam HNL. Sonawane, and Mr Madhukar Sonawane 6. Plot No. 92B Post Factory/ January M/s. Owned - Unandanagar Vill manufacturing 14, 2002 Hightech and in the Lakhmapur Nasik unit/ (Purchase) Chemie name of Stores/Wareho HNL. uses 7. Plot No. 92C Post Factory/ June 29, M/s. UFO Owned - Unandanagar Vill manufacturing 2016 (Gift Internationa and in the Lakhmapur Nasik unit/ Deed) l (Gift Deed Name of Stores/Wareho in favour of the uses HNL) Company 270Sr Address of the Purpose Date of Purchased/ Owned/ Whether Total . Premises Purchase/ Leased Leased/ Lessor Rent/ N Tenure from Rented related Lease o to (monthly) Compan y HNPL. 8. Plot No. 447 Post Factory/ October 1, Mr Kishor Owned - Unandanagar Vill manufacturing 1990 Shivchand and in the Lakhmapur Nasik unit/ (Purchase) Sabadra Name of Stores/Wareho the uses Company HNPL. 9. Plot No. 76, 77 & Factory/ November CCCL Pearl Lease No A one- 78, CCCL Pearl manufacturing 24, 2011 City Food Deed time City Food Port - unit/ (Lease for Port SEZ amended payment Sez, Stores/Wareho 99 years) limited vide of Kobukaranatham uses amended ₹6,740,00 Village, Lease 0, along Sekkarakudi Post, Deed with a Tuticorin – 628104 dated recurring (HNIPL) April 9, monthly 2014 for lease rent 97 years of up to ₹50,000, subject to periodic renewal and value revision 10. Plot No.B11, Phase Factory/ September Developme Lease - - 1, MEPZ - SEZ, manufacturing 8, 2017 nt period Tambaram, unit/ (Lease Commissio extended Chennai – 600045 Stores/Wareho Deed) nerMEPZ from (HNEPL) uses Special Decembe Economic r 4, 2024 Zone to Decembe r 3, 2029 vide letter dated Decembe r 2, 2024 issued by Office of Develop ment Commiss ioner MEPZ Special Economi c Zone 11. Plot No A-7, Phase Factory/ August 3, Developme Lease of No ₹ I, MEPZ-SEZ, manufacturing 2022 nt Eight 124,068/- 271Sr Address of the Purpose Date of Purchased/ Owned/ Whether Total . Premises Purchase/ Leased Leased/ Lessor Rent/ N Tenure from Rented related Lease o to (monthly) Compan y Tambaram, unit/ (Lease) Commissio years one Chennai - 600045 Stores/Wareho ner and month (HNEPL) uses Chairperson and three MEPZ days Special commenc Economic ing from Zone Novembe Authority r 1, 2021 to Decembe r 3, 2029. 12. Home-2 Sugdiyona Factory/ February Feula Owned - - of Sergeli District manufacturing 13, 2020 Trading of Tashkent City, unit/ (Purchase) LLC Uzbekistan Stores/Wareho (HNLLC) uses 13. Gut No. 270/5, Warehouse August M/s. Lease NA 168,750/- Block 13, 2025 Shubham Rental Per Sector:Dindori, Constramat agreemen Month. Road:Akrale, Pvt Ltd t for 3 Akrale, Nashik, years Maharashtra, 14. Flat/RM 1911, Lee Office for NA NA -* NA Garden one, 33 communicatio Hysan Avenue, n and legal Causeway Bay, Compliance Hongkong (HNCL) 15. Unit 2 14 on Office for NA NA -* NA NA Golden 14 Golden communicatio Dawn Drive, La n and legal Mercy, KWA- compliance ZULU Natal - 4405 (HNPTY) *Our Company is using the premises at Flat/RM 1911, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong and at Unit 2 14 on Golden 14 Golden Dawn Drive, La Mercy, KWA-ZULU Natal - 4405, on the basis of a mutual understanding with the respective owners. No rent is payable by our Company in respect of the said properties. 272KEY REGULATIONS AND POLICIES IN INDIA In carrying on our business as described in the section titled “Our Business” on page 225, our Company is regulated by the following legislations in India. The following description is a summary of the relevant regulations and policies as prescribed by the Government of India and other regulatory bodies that are applicable to the business of our Company. The information detailed below has been obtained from various legislations, including rules and regulations promulgated by regulatory bodies, and the bye laws of the respective local authorities that are available in the public domain. The regulations set out below may not be exhaustive and are merely intended to provide general information to the investors and are neither designed nor intended to substitute for professional legal advice. For details of government approvals obtained by us, see “Government and Other Approvals” on page 455. Given below is an indicative summary of certain relevant laws and regulations applicable to our Company. The information in this section has been obtained from publications available in the public domain. The description of the applicable regulations as given below has been provided in a manner to provide general information to the investors and may not be exhaustive and is neither designed nor intended to be a substitute for professional legal advice. The statements below are based on the current provisions of applicable law, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Given below is a brief description of the certain relevant legislations that are currently applicable to the business carried on by our Company: A. Industry Related Laws The Food Safety and Standards Act, 2006 (“FSSAI”) and rules and regulations made thereunder The FSSA was enacted with a view to consolidate the laws relating to food and to establish the Food Safety and Standards Authority of India (“FSSAI”) for laying down scientific standards for articles of food and to regulate their manufacture, storage, distribution, sale and import to ensure availability of safe and wholesome food for human consumption. The FSSAI has been established under section 4 of the FSSA. Section 16 of the FSSA lays down the functions and duties of the FSSAI including FSSAI’s duty to provide scientific advice and technical support to the Government of India and the state governments in framing the policy and rules relating to food safety and nutrition. The FSSA also sets out requirements for licensing and registering of food businesses, general principles for food safety, and responsibilities of the food business operator and liability of manufacturers, packers, wholesalers, distributors and sellers, and adjudication by the Food Safety Appellate Tribunal. The FSSA also lays down penalties for various offences (including recall procedures). In addition to the FSSA, the following rules and regulations passed under the FSSA are applicable to our Company: • Food Safety and Standards Rules, 2011; • Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011; • Food Safety and Standards (Food Recall Procedure) Regulations, 2017; • Food Safety and Standards (Packaging) Regulations, 2018; • Food Safety and Standards (Labelling and Display) Regulations, 2019; • Food Safety and Standards (Food Products Standards and Food Additives) Regulations, 2011; • Food Safety and Standards (Contaminants, Toxins and Residues) Regulations, 2011; • Food Safety and Standards (Packaging) Regulations, 2018; and • Food Safety and Standards (Labeling and Display) Regulations, 2020. The Factories Act of 1948 ("Factories Act") The term ‘factory’, as defined under the Factories Act, includes any premises which employs or has employed on any day in the previous 12 months, 10 or more workers and in which any manufacturing process is carried on with the aid of power, or any premises wherein 20 or more workmen are employed at any day during the preceding 12 months and in which any manufacturing process is carried on without the aid of power. State Governments have issued rules in respect of the prior submission of plans and their approval for the establishment of factories and registration and licensing of factories. The Factories 273Act mandates the ‘occupier’ of a factory to ensure the health, safety and welfare of all workers in the factory premises. Further, the “occupier” of a factory is also required to ensure (i) the safety and proper maintenance of the factory such that it does not pose health risks to persons in the factory premises; (ii) the safe use, handling, storage and transport of factory articles and substances; (iii) provision of adequate instruction, training and supervision to ensure workers’ health and safety; and (iv) cleanliness and safe working conditions in the factory premises. If there is a contravention of any of the provisions of the Factories Act or the rules framed thereunder, the occupier and manager of the factory may be punished with imprisonment or with a fine or with both. The Indian Boilers Act, 2025 (“Boilers Act”) and the Indian Boiler Regulations, 1950 (“Boilers Regulations”) The Boilers Act inter alia provides that no owner of a boiler shall use the boiler or permit it to be used unless it has been registered in accordance with the provisions of this Boilers Act. Under the Boilers Act, “boiler” means a pressure vessel in which steam is generated for use external to itself by application of heat which is wholly or partly under pressure when steam is shut off. The Boilers Act also provides for penalties for illegal use of boilers, penalty for breach of rules and other penalties. The Boilers Regulations provide for inter alia, standard requirements with respect to material, construction, safety and testing of boilers. Consumer Protection Act, 2019 (the “Consumer Protection Act”) The Consumer Protection Act provides for the protection of the interests of consumers and the establishment of authorities for the timely and effective administration and the settlement of consumer disputes. The Act empowers the Central Government to constitute the Central Consumer Protection Authority to regulate matters relating to the violation of rights of consumers, unfair trade practices and false or misleading advertisements which are prejudicial to the interests of the public and consumers, and to promote, protect and enforce the rights of consumers as a class, and conduct inquiries or investigations under the Consumer Protection Act. Further, the Consumer Protection Act enables complainants to file complaints in respect of, inter alia, goods suffering defects, services suffering deficiencies, and goods or services hazardous to life and safety. Consumers are also empowered to file product liability actions, for claiming compensation for the harm caused to them by defective products or deficient services, in respect of which such product manufacturers or sellers may be held responsible. Consumer Protection (E-Commerce) Rules, 2020 (the “E-commerce Rules”) The E-Commerce Rules regulate the marketing, sale and purchase of goods and services over a digital or electronic network. It restricts the use of any unfair trade practice by e-commerce entities and mandates the establishment of an adequate grievance redressal mechanism and the appointment of a grievance officer. Further, the E-Commerce Rules required all e-commerce entities to appoint a nodal person of contact or an alternate senior designated functionary to ensure compliance with its provisions. Contravention of the E-Commerce Rules will attract penal action in accordance with the Consumer Protection Act, 2019. Legal Metrology Act, 2009 (“LM Act”) and the Legal Metrology (Packaged Commodities) Rules, 2011 (“Packaged Commodity Rules”) The LM Act seeks to establish and enforce standards of weights and measures, regulate trade and commerce in weights, measures and other goods which are sold or distributed by weight, measure or number. The LM Act and rules framed thereunder regulate, inter alia, the labelling and packaging of commodities, appointment of government-approved test centres for verification of weights and measures used, and lists penalties for offences and compounding of offences under it. Any non-compliance or violation under the LM Act may result in, inter alia, a monetary penalty on the manufacturer or seizure of goods or imprisonment in certain cases. The Packaged Commodity Rules define “pre-packaged commodity” as a commodity which without the purchaser being present is placed in a package of a pre- determined quantity. The Packaged Commodity Rules prescribes the regulations for imports, pre-packing and the sale of commodities in a packaged form intended for retail sale, whole sale and for export and import, certain rules to be adhered to by importers, wholesale and retail dealers, the declarations to be 274made on every package, the size of label and/or importers and the manner in which the declarations shall be made, etc. These declarations that are required to be made include, inter alia, the name and address of the manufacturer, the dimensions of the commodity, the maximum retail price, generic name of the product, the country of origin and the weight and measure of the commodity in the manner as set forth in the Packaged Commodity Rules. The Packaged Commodity Rules were amended in the year 2017 to increase protection granted to consumers especially relating to e-commerce entities. Pursuant to the amendments, the inventory e-commerce entity itself will be made liable and punishable for failure to make relevant declarations on its platform as required under the Act and the Rules. The Essential Commodities Act, 1955 (“ECA”) as amended The ECA gives powers to the Central Government, to control production, supply and distribution of trade and commerce in certain essential commodities for maintaining or increasing supplies and for securing their equitable distribution and availability at fair prices or for securing any essential commodity for the defence of India or the efficient conduct of military operations. Using the powers under it, various ministries/ departments of the Central Government have issued control orders for regulating production, distribution, quality aspects, movement and prices pertaining to the commodities which are essential and administered by them. The State Governments have also issued various control orders to regulate various aspects of trading in essential commodities such as food grains, edible oils, sugar and drugs. Penalties in terms of fine and imprisonment are prescribed under the ECA for contravention of its provisions. B. Environmental Laws The Environment (Protection) Act, 1986 (“EPA”) read with The Environment (Protection) Rules, 1986 and Environmental Impact Assessment Notification, 2006 (“EIA Notification”) The EPA is designed to safeguard and enhance environmental quality, combat pollution, and authorize governmental intervention for environmental protection. The Act mandates that no entity involved in industry, operations, or processes shall release or allow the release of any environmental pollutant exceeding prescribed standards. Furthermore, it prohibits the handling of hazardous substances except in compliance with specified procedures and safeguards. The EPA grants authority to the Central Government to implement measures necessary for environmental protection, including setting emission standards, imposing restrictions on industrial locations, and overall pollution control. Violation of the provisions of EPA and the rules thereunder can result in the imposition of penalty which shall not be less than ten thousand rupees and can also extend to fifteen lakh rupees, and in case the failure or contravention continues, with additional fine which may extend to ten thousand rupees for every day during which such failure or contravention continues after the conviction for the first such failure or contravention. Additionally, under the EIA Notification and its subsequent amendments, projects are required to mandatorily obtain environmental clearance from the concerned authorities depending on the potential impact on human health and resources The Air (Prevention and Control of Pollution) Act, 1981, as amended (“Air Act”) and in force from time to time The Air Act has been enacted to provide for the prevention, control and abatement of air pollution. The Air Act was enacted with a view to protect the environment and surroundings from any adverse effects of the pollutants that may emanate from any factory or manufacturing operation or activity. It lays down the limits with regard to emissions and pollutants that are a direct result of any operation or activity. Periodic checks on the factories are mandated in the form of yearly approvals and consents from the corresponding State Pollution Control Boards. Pursuant to the provisions of the Air Act, any person, establishing or operating any industrial plant within an air pollution control area, must obtain the consent of the relevant State Pollution Control Board prior to establishing or operating such industrial plant. The State Pollution Control Board is required to grant consent within a period of four months of receipt of an application, but may impose conditions relating to pollution control equipment to be installed at the facilities. No person operating any industrial plant in any air pollution control area is permitted to discharge the emission of any air pollutant in excess of the standards laid down by the State Pollution Control Board. 275The Water (Prevention and Control of Pollution) Act, 1974, as amended (“Water Act”) The Water Act aims to prevent and control water pollution as well as restore water quality by establishing and empowering the Central Pollution Control Board and the State Pollution Control Boards. Under the Water Act, any person establishing any industry, operation or process, any treatment or disposal system, use of any new or altered outlet for the discharge of sewage or new discharge of sewage, must obtain the consent of the relevant State Pollution Control Board, which is empowered to establish standards and conditions that are required to be complied with. In certain cases, the State Pollution Control Board may cause the local Magistrates to restrain the activities of such person who is likely to cause pollution. Penalty for the contravention of the provisions of the Water Act include imposition of fines, or imprisonment, or both. The Hazardous and Other Wastes (Management and Trans boundary Movement) Rules, 2016, (“Hazardous Wastes Rules”) The Hazardous Wastes Rules impose an obligation on every occupier of a facility generating hazardous waste for safe and environmentally sound handling of hazardous waste generated at such facility. Every person engaged in generation, processing, treatment, packaging, storage, transportation, use, collection, destruction, conversion, offering for sale and transfer of hazardous waste, must obtain an approval from the applicable State Pollution Control Board. The occupier, the importer, the transporter and the operator of disposal facility are liable for damages to the environment or third party resulting from the improper handling and disposal of hazardous waste. The Noise Pollution (Regulation and Control) Rules, 2000 (Amended 2017) (“Noise Pollution Rules”) The Noise Pollution Rules govern noise levels in different zones and establish ambient air quality standards for noise. They also designate zones of silence near sensitive areas. Non-compliance with these rules incurs penalties as per environmental protection laws. Violation of established noise standards attracts fines of up to ₹1 lakh, with the possibility of additional daily fines for persistent violations. C. Taxation Laws Income Tax Act, 1961 The Income-tax Act of 1961 applies to all companies, domestic or foreign, whose income is taxable under its provisions, depending on their residential status and type of income. The Act mandates taxation of residents on global income and nonresidents on income received, accrued, or deemed to have arisen in India. Compliance requirements for companies under the Income-tax Act include provisions related to tax deduction at source, advance tax, minimum alternative tax, among others. In 2019, an amendment to the Act introduced concessional tax rates for certain domestic companies and new manufacturing entities. Goods and Service Tax (GST) Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by the Central and State Governments. GST provides for imposition of tax on the supply of goods or services and will be levied by Centre on intra-state supply of goods or services and by the States including Union territories with legislature/ Union Territories without legislature respectively. A destination-based consumption tax GST would be a dual GST with the center and states simultaneously levying tax with a common base. The GST law is enforced by various acts viz. Central Goods and Services Act, 2017 (CGST), State Goods and Services Tax Act, 2017 (SGST), Union Territory Goods and Services Tax Act, 2017 (UTGST), Integrated Goods and Services Tax Act, 2017 (IGST) and Goods and Services Tax (Compensation to States) Act, 2017 and various rules made thereunder. Customs Act, 1962 (“Customs Act”) The Customs Act, as amended, regulates import of goods into and export of goods from India by 276providing for levy and collection of customs duties on goods in accordance with the Customs Tariff Act, 1975. Any company intending to import or export goods is first required to get registered under the Customs Act and obtain an Importer Exporter Code under FT Customs duties are administrated by Central Board of Indirect Tax and Customs under the Ministry of Finance, GoI. Professional Tax Professional tax is a state level tax which is imposed on income earned by way of profession, trade, calling or employment. At present, professional tax is imposed only in Karnataka, Bihar, West Bengal, Andhra Pradesh, Telangana, Maharashtra, Tamil Nadu, Gujarat, Assam, Kerala, Meghalaya, Odisha, Tripura, Madhya Pradesh, and Sikkim. D. Laws Relating to Employment The various labour and employment related legislation that may apply to our operations, from the perspective of protecting the workers’ rights and specifying registration, reporting and other compliances, and the requirements that may apply to us as an employer, would include, among others, the following: (i) Contract Labour (Regulation and Abolition) Act, 1970; (ii) Relevant state specific shops and commercial establishment legislations; (iii) Employees’ Provident Funds and Miscellaneous Provisions Act, 1952; (iv) Employees’ State Insurance Act, 1948; (v) Minimum Wages Act, 1948; (vi) Payment of Bonus Act, 1965; (vii) Payment of Gratuity Act, 1972; (viii) Payment of Wages Act, 1936; (ix) Maternity Benefit Act, 1961; (x) Apprenticeship Act, 1961; (xi) Equal Remuneration Act, 1976; (xii) Employees’ Compensation Act, 1923; and (xiii) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 In order to rationalize and reform labour laws in India, the Government has enacted the following codes, which will be brought into force on a date to be notified by the Central Government: The Industrial Relations Code, 2020 The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020 and it proposes to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. The provisions of this code will be brought into force on a date to be notified by the Central Government. Industries (Development and Regulation) Act, 1951 The Industries (Development and Regulation) Act, 1951 (the “Act”) governs the development and regulation of industries in India, and its main objective is to empower the Government to: (i) take necessary steps for the development of industries; (ii) regulate the pattern and direction of industrial development; and (iii) control the activities, performance and results of industrial undertakings in public interest. The Act is applicable to the ‘Scheduled Industries’ which have been listed down in the first schedule of the Act and small-scale industrial undertakings and ancillary units are exempted from the provisions of the Act. The Act regulated the industries by requiring them to obtain industrial licensing by filing an Industrial Entrepreneur Memoranda with the Secretariat of Industrial Assistance, Department of Industrial Policy and Promotion. This Act is administered by the Ministry of Industries and Commerce through its Department of Industrial Policy & Promotion. This department is responsible for the formulation and implementation of promotional and developmental measures for growth of the industrial sector and also monitors the industrial growth and production, in general, and selected industrial sectors. Code on Wages, 2019 The Code on Wages regulates and amalgamates wage and bonus payments and subsumes four existing laws namely –the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976. It regulates, inter alia, the minimum wages payable to employees, the manner of payment and calculation of wages and the payment of bonus to employee. The Central Government has notified certain provisions of the Code on Wages, mainly in relation to the constitution of the central advisory board. 277Code on Social Security, 2020 The Code on Social Security amends and consolidates laws relating to social security, and subsumes various social security related legislations, inter alia including the Employee’s State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, Building and Other Construction Worker’' Welfare Cess Act, 1996 and the Payment of Gratuity Act, 1972. It governs the constitution and functioning of social security organizations such as the Employee’s Provident Fund Organisation and the Employee’s State Insurance Corporation, regulates the payment of gratuity, the provision of maternity benefits and compensation in the event of accidents that employees may suffer, among others. The Occupational Safety, Health and Working Conditions Code, 2020 The Occupational Safety, Health and Working Conditions Code consolidates and amends the laws regulating the occupational safety and health and working conditions of the persons employed in an establishment. It replaces 13 old central labour laws including the Factories Act, 1948, Contract Labour (Regulation and Abolition) Act, 1970, the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 and the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979. E. Laws related to Intellectual Property Rights The Trade Marks Act, 1999, (“Trademarks Act”) The Trade Marks Act, which came into force on December 30, 1999, along with the rules and regulations made thereunder, govern the law pertaining to trade marks in India. A trade mark is essentially any mark capable of being represented graphically, which distinguishes goods or services of one person from those of others, and includes a device, brand, heading, label, ticket, name, signature, word, letter, numeral, shape of goods, packaging or combination of colours, or any combination thereof. In India, trademarks enjoy protection under both statutory and common law. Registration of a trade mark grants the owner a right to exclusively use the trade mark as a mark of goods and services and prevents the fraudulent use of marks in India. The Trade Marks Act permits the registration of trade marks for goods and services. Certification trademarks and collective marks can also be registered under the Trade Marks Act. The Registrar of Trade Marks is the authority responsible for, among other things, registration of trademarks, settling opposition proceedings and rectification of the register of trade marks. The Trade Marks (Amendment) Act, 2010, has been enacted to cover Indian nationals as well as foreign nationals to secure simultaneous protection of trade marks in other countries. The Trade Marks (Amendment) Rules, 2013, were enacted to give effect to the Trade Mark (Amendment) Act, 2010 F. Foreign Investment Regulations The foreign investment in India is governed, among others, by the Foreign Exchange Management Act, 1999, the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 ("FEMA Rules") and the consolidated FDI policy (effective from October 15, 2020) issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (earlier known as the Department of Industrial Policy and Promotion ("FDI Policy"), each as amended. Further, the Reserve Bank of India has enacted the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 on October 17, 2019 which regulates mode of payment and remittance of sale proceeds, among others. The FDI Policy and the FEMA Rules prescribe inter alia the method of calculation of total foreign investment (i.e. direct foreign investment and indirect foreign investment) in an Indian company. Foreign Trade (Development and Regulation) Act, 1992 ("FTDRA"), the Foreign Trade (Regulation) Rules, 1993 ("FTRR") and the Foreign Trade Policy 2015-2020 ("Foreign Trade Policy") The FTDRA provides for the development and regulation of foreign trade by facilitating imports into, and augmenting exports from, India. The FTDRA empowers the Central Government to formulate and amend the foreign trade policy. The FTDRA prohibits any person from making an import or export except under an Importer-exporter Code Number ("IEC") granted by the director general or any other authorised person in accordance with the specified procedure. The IEC may be suspended or cancelled 278if the person who has been granted such IEC contravenes, amongst others, any of the provisions of the FTDRA, or any rules or orders made thereunder, or the foreign policy or any other law pertaining to central excise or customs or foreign exchange. The FTDRA also prescribes the imposition of penalties on any person violating its provisions. The FTRR prescribes the procedure to make an application for grant of a license to import or export goods in accordance with the foreign trade policy, the conditions of such license, and the grounds for refusal of a license. The FTDRA empowers the Central Government to, from time to time, formulate and announce the foreign trade policy. The Foreign Trade Policy came into effect in 2017 and requires all importers and exporters to obtain an IEC. Further, pursuant to the policy, the Director General of Foreign Trade may impose prohibitions or restrictions on the import or export of certain goods, for reasons including the protection of public morals, protection of human, animal or plant life or health, and the conservation of national resources. The Foreign Trade Policy also prescribes restrictions on imports or exports in relation to specific countries, organisations, groups, individuals or products. The Foreign Trade Policy also provides for various schemes, including the export promotions capital goods scheme and duty exemption/remission schemes. India’s current Foreign Trade Policy (2015-20) (as extended until September 30, 2022 and thereafter, extended till March 31, 2023) envisages helping exporters leverage benefits of GST, closely monitoring export performances, increasing ease of trading across borders, increasing realization from India’s agriculture-based exports and promoting exports from MSMEs and labour-intensive sectors. Foreign Exchange Management Act, 1999 (“the FEMA”) and Rules and Regulations thereunder Export of goods and services outside India is governed by the provisions of the Foreign Exchange Management Act, 1999, read with the applicable rules and regulations. The Foreign Exchange Management (Export of goods and services) Regulations, 2000 have been superseded by the Foreign Exchange Management (Export of Goods and Services) Regulations, 2015 ("Export of Goods and Services Regulations 2015") issued by the RBI on January 12, 2016 (last amended on June 23, 2017). The RBI has also issued a Master Circular on Export of Goods and Services. The export is governed by these Regulations which make various provisions such as declaration of exports, procedure of exports as well as exemptions. The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 by Notification No. FEMA. 395/2019-RB dated October 17, 2019 (“FEMA Rules”) to prohibit, restrict, or regulate transfer by or issue security to a person resident outside India. As laid down by the FEMA Rules, no prior consents and approvals are required from the RBI for Foreign Direct Investment (“FDI”) under the “automatic route” within the specified sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in respect of investment in excess of the specified sectoral limits under the automatic route, approval may be required from the RBI. At present, the FDI Policy does not prescribe any cap on the foreign investments in the sector in which the Company operates. Therefore, foreign investment up to 100% is permitted in the Company under the automatic route. G. Other Applicable Laws Public Liability Insurance Act, 1991 (“Public Liability Act”) The Public Liability Act, as amended, imposes liability on the owner or controller of hazardous substances for any damage arising out of an accident involving such hazardous substance. A list of hazardous substances covered by the Public Liability Act has been enumerated by the Government by way of a notification. The owner or handler is also required to take out an insurance policy insuring against liability under the legislation. The rules made under the Public Liability Act mandate that the employer has to contribute towards the environment relief fund, a sum equal to the premium paid on the insurance policies. This amount is payable to the insurer. Municipality Laws State governments are empowered to endow municipalities with such powers and authority as may be necessary to enable them to perform functions in relation to permitting the carrying on of trade and operations. Accordingly, State governments have enacted laws authorizing municipalities to regulate use of premises, including regulations for issuance of a trade license to operate, along with prescribing penalties for non-compliance. 279Shops and Establishments Legislations Under the provisions of local shops and establishments legislations applicable in different states, commercial establishments are required to be registered. Such legislations regulate the working and employment conditions of workers employed in shops and commercial establishments and provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other rights and obligations of the employers and employees. Fire Prevention Laws State governments have enacted laws that provide for fire prevention and life safety. Such laws may be applicable to our offices and Training Centres and include provisions in relation to providing fire safety and life saving measures by occupiers of buildings, obtaining certification in relation to compliance with fire prevention and life safety measures and impose penalties for non-compliance. The Sale of Goods Act, 1930 The Sale of Goods Act governs contracts relating to sale of goods. The contacts for sale of goods are subject to the general principles of the law relating to contracts i.e. the Indian Contact Act, 1872. A contract for sale of goods has, however, certain peculiar features such as, transfer of ownership of the goods, delivery of goods, rights and duties of the buyer and seller, remedies for breach of contract, conditions and warranties implied under a contract for sale of goods, etc. which are the subject matter of the provisions of the Sale of Goods Act. Information Technology Act, 2002 (“Information Technology Act”) The Information Technology Act seeks to (i) provide legal recognition to transactions carried out by various means of electronic data interchange involving alternatives to paper-based methods of communication and storage of information; (ii) facilitate electronic filing of documents; and (iii) create a mechanism for the authentication of electronic documentation through digital signatures. The Information Technology Act facilitates electronic commerce by recognizing contracts concluded through electronic means, protects intermediaries in respect of third party information liability and creates liability for failure to protect sensitive personal data. The Information Technology Act empowers the Government of India to formulate rules with respect to reasonable security practices and procedures and sensitive personal data. In exercise of this power, the Department of Information Technology, Ministry of Electronics and Information Technology, Government of India (“DoIT”), on April 11, 2011, notified the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“IT Security Rules”) which prescribe directions for the collection, disclosure, transfer and protection of sensitive personal data by a body corporate or any person acting on behalf of a body corporate. The IT Security Rules require every such body corporate to provide a privacy policy for handling and dealing with personal information, including sensitive personal data, ensuring security of all personal data collected by it and publishing such policy on its website. The IT Security Rules further require that all such personal data be used solely for the purposes for which it was collected and any third party disclosure of such data is made with the prior consent of the information provider, unless contractually agreed upon between them or where such disclosure is mandated by law. The DoIT also notified the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021 (“IT Intermediaries Rules”) requiring intermediaries receiving, storing, transmitting, or providing any service with respect to electronic messages to not knowingly host, publish, transmit, select or modify any information prohibited under the IT Intermediaries Rules, to disable hosting, publishing, transmission, selection or modification of such information once they become aware of it, as well as specifying the due diligence to be observed by intermediaries. The Personal Data Protection Bill, 2019 (the “Bill”) The Bill, which proposes to supersede the Information Technology Act deals with the provisions relating to compensation payable by companies for failure to protect personal data. The Bill also establishes a Data Protection Authority of India. Currently, the Bill categorises two kinds of data, (a) “Personal Data” data about or relating to a natural person who is directly or indirectly identifiable, having regard to any 280characteristic, trait, attribute or any other feature of the identity of such natural person, whether online or offline, or any combination of such features with any other information, and shall include any inference drawn from such data for the purpose of profiling; and (b) “Sensitive Personal Data” includes such personal data, which may, reveal, be related to, or constitute: (i) financial data;(ii) health data;(iii) official identifier;(iv) sex life;(v) sexual orientation; and (vi) biometric data. The applicability of the Bill also extends to foreign companies that handle data of individuals in India. The Bill accords certain rights to individuals with respect to the protection of their data. However, there are certain exceptions to protection offered under the Bill, such as, acts done in interest of security of state, public order, sovereignty and integrity of India and friendly relations with foreign states, and acts done for preventing incitement to commission of any cognisable offence relating to the above matters. Processing of personal data is also exempted from provisions of the Bill under certain conditions, as long as such processing is for a specific, clear and lawful purpose, this includes an act undertaken for prevention, investigation, or prosecution of any offence, or personal, domestic, or journalistic purposes. As on date, the Bill is pending with Joint Parliament Committee, and is yet to be notified and take effect. Taxation Laws The tax related laws that are applicable to our Company include the Income-tax Act, 1961, the Central Goods and Services Tax Act, 2017 and the relevant state legislations for goods and services tax. Competition Act, 2002 The Competition Act, 2002 came into effect on June 1, 2011, and has been enacted to “prohibit anti- competitive agreements, abuse of dominant positions by enterprises” and regulates “combinations” in India. The Competition Act also established the Competition Commission of India (the “CCI”) as the authority mandated to implement the Competition Act. The Act prohibits Combinations which are likely to cause an appreciable adverse effect on competition in a relevant market in India. The CCI may enquire into all combinations, even if taking place outside India, or between parties outside India, if such combination is likely to have an appreciable adverse effect on competition in India. The Insolvency and Bankruptcy Code, 2016 (the “Code”) The Insolvency and Bankruptcy Code, 2016 cover Insolvency of companies, Limited Liability partnerships (LLPs), unlimited liability partnerships, and individuals. The IBC 2016 has laid down a collective mechanism for resolution of insolvencies in the country by maintaining a delicate balance for all stakeholders to preserve the economic value of the process in a time bound manner. The code empowers any creditor of a Corporate Debtor (CD), irrespective of it being a Financial Creditor (FC) or Operational Creditor (OC) or secured or unsecured creditor, or the Corporate Debtor itself, to make an application before the Adjudicating Authority (AA) to initiate Corporate Insolvency Resolution Process (CIRP) against a Corporate Debtor, at their discretion, in the event of there being a default by the Corporate Debtor in payment of their dues for an amount as specified from time to time. On initiation of the Said CIRP, a resolution to be sought for the company within a time bound time period of 180 days Indian Contract Act 1872 The Indian Contract Act 1872 is a comprehensive guide that governs contracts and agreements in India. The act was passed to provide a legal framework for contract law and has been amended several times over the years to keep up with changing economic conditions. The Indian Contract Act of 1872 is a comprehensive legal framework that controls all commercial relationships in India. The act lays down the rules and regulations that need to be followed while entering into a contract and also provides remedies for breach of contract. H. Other Laws In addition to the above, our Company is required to comply with the provisions of the Prevention of Corruption Act, 1988, Rent Control Act, Contract Labour (Regulation and Abolition) Act, 1970, Information technology act and other applicable laws and regulations imposed by the Central and State Governments and other authorities for its day-to-day operations. 281HISTORY AND CERTAIN CORPORATE MATTERS Brief history of our Company Our Company was originally incorporated as ‘Hexagon Chemoils Private Limited’ a private limited company incorporated under the Companies Act, 1956 pursuant to Certificate of Incorporation dated May 27, 1993, issued by Registrar of Companies, Maharashtra. The name of our Company was changed from ‘Hexagon Chemoils Private Limited’ to ‘Hexagon Nutrition Private Limited’ pursuant to a resolution passed by our board dated December 10, 2005 and a Special Resolution passed by our Shareholders dated December 30, 2005 and a fresh Certificate of Incorporation dated January 10, 2006 issued by Assistant Registrar of Companies, Maharashtra at Mumbai. Subsequently, our Company was converted into public limited company, pursuant to a resolution passed by our board dated October 5, 2021 and special resolution passed by our shareholders dated October 14, 2021 the name of our company was changed from ‘Hexagon Nutrition Private Limited’ to ‘Hexagon Nutrition Limited’ and a fresh certificate of incorporation dated November 15, 2021 was issued by the Registrar of Companies, Mumbai. Changes in the Registered Office As on date of this Draft Red Herring Prospectus, our registered office is located at 404 Global Chamber, Adarsh Nagar, Link Road, Andheri (West), Mumbai – 400 053, Maharashtra, India. Further, our Company does not have relevant information for change in the address of the registered office since its incorporation. For further information, please refer to risk factor “Risk Factor – 41 - Our Company was incorporated in 1993 and certain documents filed by us with the RoC and certain corporate records and other documents, are not traceable. We cannot assure you that such forms or records will be available at all or any time in the future.” on page 75. Main objects of our Company The main objects contained in Memorandum of Association of our Company are as follows: “1. To carry on the business as Manufacturers, Traders, Dealer, Wholesalers, Exporters, Sellers, Importers, Buyers in all kinds of Food and Food Ingredients, Additives, Nutrition, Wellness and Healthcare Products (Consumable and Non – Consumable), man-made fiber, Child and Women Development Products, Herbal Products, Micronutrient Premixes and other Food Items for consumption by Human, Animal / Veterinary, products to prevent malnutrition, Plants growth nutrients and Pharmaceutical Products in Liquid, Powder, Granules, Pastes, Tablets, Capsules and all such forms, Surgical Items, Medical Equipments, Packaging Materials and Packaging Machinery for Domestic and Export Markets. 1(a). To manufacture, market and sell in domestic or international market and import or export pharmaceutical products or clinical product or food product for human or animal usage and ingredients manufactured by third party in any form including either on P to P basis or Loan License basis or such other form as may be in the interest of the Company.” The main objects clause as contained in the Memorandum of Association enables our Company to undertake its existing activities. Amendments to the Memorandum of Association Set out below are the amendments to our Memorandum of Association for the past ten years of our Company till the date of this Draft Red Herring Prospectus. Date of Shareholders’ Particulars resolution/ Effective date December 1, 2015 Clause V of the MoA was amended to reflect the increase in the authorised share capital of our Company from ₹150,000,000 comprising 150,000,000 Equity Shares of ₹ 1 each to ₹ 200,000,000 comprising 150,000,000 Equity Shares of ₹ 1 each and 50,000,000 preference shares of ₹ 1 each. November 9, 2016 Clause V of the memorandum of association was amended to reflect the 282Date of Shareholders’ Particulars resolution/ Effective date increase in the authorised share capital of our Company from ₹ 200,000,000 comprising 150,000,000 Equity Shares of ₹ 1 each and 50,000,000 preference shares of ₹ 1 each to ₹250,000,000 comprising 150,000,000 Equity Shares of ₹ 1 each and 100,000,000 CCPS of ₹ 1 each. Clause V of the MoA was amended to reflect the reclassification of the authorised share capital of our Company from ₹250,000,000 comprising 150,000,000 Equity Shares of ₹ 1 each and 100,000,000 CCPS of ₹ 1 each to ₹250,000,000 comprising of 125,000,000 Equity Shares of ₹ 1 each and 12,500,000 CCPS of ₹ 10 each. October 14, 2021 Subsequent to the conversion of the Company from private to public, Clause I of the MoA was amended pursuant to the change in name of the Company from ‘Hexagon Nutrition Private Limited’ to ‘Hexagon Nutrition Limited’. Clause III (a) “The main objects to be pursued by the Company on its incorporation was amended to read as follows: “1. To carry on the business as Manufacturers, Traders, Dealer, Wholesalers, Exporters, Sellers, Importers, Buyers in all kinds of Food and Food Ingredients, Additives, Nutrition, Wellness and Healthcare Products (Consumable and Non – Consumable), man-made fiber, Child and Women Development Products, Herbal Products, Micronutrient Premixes and other Food Items for consumption by Human, Animal/ Veterinary, products to prevent malnutrition, Plants growth nutrients and Pharmaceutical Products in Liquid, Powder, Granules, Pastes, Tablets, Capsules and all such forms, Surgical Items, Medical Equipment’s, Packaging Materials and Packaging Machinery for Domestic and Export Markets . 1(a) To manufacture, market and sell in domestic or international market and import or export pharmaceutical and products or clinical product or food product for human or animal usage and ingredients manufactured by third party in any form including either on P to P basis or Loan License basis or such other form as may be in the interest of the Company.” Clause III (b) “The objects incidental or ancillary to the attainment of the main objects are” of the MoA was amended to read as follows: 1. To undertake consultancy in the field of advising, managerial, technical expertise/ know-how including liaison services in food and food ingredients, additives, Nutritional products, health care products, Vitamin Premix Veterinary products including user’s facilities such as health care centers. 1a. To apply and participate in and procure and complete all Tenders, Proposals, Bids, offers, etc. (in relation to attainment of the Main Object) of any Body Corporates, Firms, NGO’s, Government or any other entity in India or Abroad. 2. To promote, form or join in promoting for forming any company or companies having same objects for the purpose of acquiring all or any of the property, rights, liabilities of this Company. 3. To carry on Research and Development on food and food Ingredients, Additives, Nutrition, Wellness and Healthcare Products (Consumable and Non – Consumable), Child and Women Development Products, Herbal Products, Micronutrient Premixes and other Food Items for consumption by Human, Animal / 283Date of Shareholders’ Particulars resolution/ Effective date Veterinar, Plants growth nutrients and Pharmaceutical Products in Liquid, Powder, Granules, Pastes, Tablets, Capsules and all such forms.* 4. To pay out of the funds of the company, all costs, charges and expenses if any incidental to the formation and registration of the Company and any such other company and of and incidental to the negotiations between the promoters preliminary to the formation of the company and other expenses of an also all costs, charges, duties impositions and expenses of and incidental to the accomplishment of all or any formalities which the company may think necessary or proper in connection with any of the matter aforesaid. 5. To apply for, promote and obtain any privilege, concession, license or authorization of any Government, State or any other authority in India or outside India for enabling the company to carry any of its objects into effect or for extending any of the powers of the company or for effecting any modifications of the constitution of the company or for any other purpose which may seem calculated directly or indirectly to prejudice the interest of the Company. 6. To enter into arrangement for rendering and obtaining technical services and/or technical collaboration with individuals, firms or body corporates, whether in or outside India. 7. To provide for the welfare of persons employed or formerly employed by the company or any predecessors in business of the company and the wives, widows and families of such persons by grants or moneys or other aid or otherwise as the company may think fit. 8. To subscribe to or otherwise aid benevolent charitable, national, public or other institutions or objects of a public character or which have any moral or other claims to support or aid by the company by reason of the locality of its operations or otherwise. 9. To carry on the business of the cold storage, ware house keepers and stores of nutrition, wellness and healthcare products, commodities, goods or articles in refrigerators, refrigerating chambers, ice chambers, or otherwise and to do the business of ice makers, ice vendors, manufacturers, hirers of and dealers in refrigerators, refrigerating chambers and apparatus relating thereto in which the Company is authorized to carry on business. * 10. To carry on the business of caning, farming, poultry, agriculturalists, dairy farmers, horticulture, floriculture, sericulture, purveyors, winnowers, and to plant, cultivate, grow, produce, garden and raise all kinds of crops including cash crops, food grains, oil seeds, fruits, flowers, seed, nuts, vegetable, sugar cane, beverages and all other agricultural products to prepare, preserve, manufacture, crush and render marketable such produce and to buy, sell, export, import and deal, trade, process in all such things and products made there from.* 11. To manufacture, buy, sell, improve, treat, preserve, fine, collect, abrade, purify, mineralize, bottle and otherwise deal in mineral 284Date of Shareholders’ Particulars resolution/ Effective date aerate water, sherbet, artificial water, juices health drinks and other liquids of every description whether pure, mixed or adulterated* 12. To carry on the business of bottlers, bottle makers, bottle stopper makers and as manufacturers, dealers, importers, packers, exporters, and traders in cardboards, packing materials, packing, wrappers, wrappings, linings, and coverings of all materials including cloth and plastic material and plastic and all other substitutes whether synthetic or not for any of the materials aforesaid including the manufacture of the containers, boxes pails, canisters and requisites. * 13. To carry on the business of setting up, establishing, acquiring, developing and maintaining, either individually or as joint venture with any governmental or semigovernmental organizations/company/firm/individual/consultant, whether local or foreign, food parks, industrial parks, special economic zones, industrial areas, industrial estates, cold chain etc. for setting up of nutrition, wellness and healthcare products, food, beverages, agro and allied industries in India to secure and assist, in the growth and development of industries, providing infrastructure facilities and other essential facilities required for entrepreneurs in starting up a nutrition, wellness and healthcare products, food, beverages, agro and allied industries for the purpose.* 14. To apply for, take out, obtain, purchase or otherwise acquire and turn to account any copyrights, licenses, concessions, patent rights or inventions, privileges, trademarks or secret processes which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit this Company and to use , exercise , develop, or grant licenses, in respect of or otherwise turn to account the property right or information to acquire and to expend money in experimenting upon and testing and improving or seeing to improve any patent rights, inventions, discoveries, process or information of the Company or which the Company may acquire or propose to acquire.* 15. To acquire and take over as a going Concern by purchase of , or on lease and to undertake to carry on the whole or any part of the Business together with the goodwill and trade name, and property rights and liabilities of any person or persons, firm or any Company carrying on any Business, any part of the purposes of which is within the Objects of the Company or which the Company is authorized to carry on or possessed of property suitable for the purpose of the Company and to pay for the same by shares, debentures, debenture- stock , bonds, cash or otherwise and to conduct and carryon on liquidate and wind up any such business.* 16. To amalgamate, enter into foreign or Indian technical and/or financial collaboration, partnership or into any arrangements, for sharing or dealing in profits, union of interest, co-operation, joint venture, reciprocal concession, or otherwise with any person , firms, corporation or government or Company carrying on or engaged in or about to carry on or engage any Business, undertaking or transaction which the company is authorized to carry on or engage 285Date of Shareholders’ Particulars resolution/ Effective date in or any business, undertaking or transaction which may seem capable of being carried on or conducted so as directly or indirectly to benefit the company and to lend money, to guarantee the contractors or otherwise assign any such person , firm or company and to take or otherwise acquire and hold ,re-issue with or without guarantee or otherwise deal with the same.* 17. To enter into, make and perform contracts and arrangements, of every kind and description with body corporate, State or central Government, or any other national or international authorities or any companies, firms or persons that may seem conducive to all or any of the Company’s objectives and to obtain from any such authority any rights privileges, charters, contracts, concessions, licenses or purchase and sale of any kind of goods, machinery , spare parts, securities, shares, stocks, debentures, etc., which the Company may think desirable to obtain and to carry out, exercise and comply with such arrangement , rights, privileges and concessions. 18. To sell, sublet, mortgage, lease, manage, develop, exchange, dispose of or transfer the business, immovable or moveable property and undertaking of the company, including its uncalled capital, or any part there of or any part of property, rights and concessions of the Company in such manner and upon such terms and conditions and for such consideration as the company may think fit to accept and in particular for cash, shares, debentures, debenture stock, bonds ,or securities of any other company having objects altogether or in part similar to those of this company.* 19. To lend or deposit surplus moneys belonging to or entrusted to or at the disposal of the Company to such person, firm or company and on particular to customers and others having dealings with the company with or without security upon such items as may be thought proper and invest to or otherwise employ such moneys in such manner as Company may think proper and from time to time, and to vary any such transaction. The Company shall not carry on Banking Business as defined under the Banking Regulations Act, 1949. * 20. To invest and deal with the surplus moneys of the Company not immediately required, in immoveable and moveable properties, shares, stocks, bonds, debentures, obligations and/or other securities or any company or association or in Government securities or in current or deposit account with banks or in the mortgage of immoveable properties of any tenure or on the pledge of moveables or in any other manner as may from time to time, sell or vary all such investments and execute all assignments, transfers, receipts, and documents that may be necessary in that behalf.* 21. To advance and/or to lend surplus money, either with or without security and generally to such persons, firms, associations, trusts, corporations, companies, etc., upon such terms and conditions as the Company may think fit. * 22. To give guarantee for the performance or discharge of any obligations, liabilities, duties or the payments of money by any person, firms, and companies or Governments of State and to give 286Date of Shareholders’ Particulars resolution/ Effective date indemnities. * 23. To guarantee the payment of money unsecured or secured by or payable under or in respect of promissory notes. Bonds, debentures, debenture-stock, contracts, mortgage, charges, obligations, instruments and securities of any company or of any such authorities, supreme, municipal, local or otherwise or of any persons whomsoever whether incorporated or not, and generally to guarantee or become sureties for the performance of any contracts or obligations. * 24. To insure any of the persons, properties, undertakings, contracts, guarantees or obligations of profits of the Company of every nature and kind, in any manner whatsoever. * 25. To acquire and hold the benefits and obligations of any other Company with a third party under any agreement or contract including foreign technical and financial collaboration agreements relating to any industry or business which the company is authorized to carry on. * 26. To invite and receive or without any such invitation receive any gifts of immoveable or moveable property and offerings or voluntary donations or bequests and legacies either from shareholders or from any other person for all or any of the Objects of the Company with or without any special conditions, provided such receipts or the conditions attached are not inconsistent with or derogatory to any of the Objects of the Company. Subject to any such conditions as aforesaid, all such gifts, donations, grants, offerings, legacies and bequests, including lands, buildings and other moveable and immoveable properties shall be treated as forming part of the property of the Company and be applied accordingly. * 27. To adopt such means of makings known the business products of the Company as may seem expedient and in particular by advertising in the press, radio television etc., by circulars, posters, by purchase and exhibition of works of art or interest, by publication of books, periodicals and by granting prizes, awards and donations (including donation to any fund for charitable or public purposes.) * 28. To promote, form and register and aid in promotion, formation and registration of any Company or companies, subsidiary or otherwise for the purpose of acquiring all or any of the property, undertaking, rights and liabilities of such company or for any other purpose which may seem directly or indirectly calculated to benefit the Company and to be interested in or take or otherwise acquire, purchase, hold, sell or otherwise dispose of shares, debentures and other securities in or of any such company or any other company for all or any the objects mentioned in this Memorandum and to subsidies or otherwise assist any such company and to undertake the management and secretarial or other work, duties and business of any such company on such terms and conditions as may bearranged.* 29. To create any deprecation fund, reserve fund, sinking fund, 287Date of Shareholders’ Particulars resolution/ Effective date insurance fund, dividend equalization fund, capital redemption fund or any other special fund whether for depreciation or for repairing, improving, extending or maintaining any of the property of the Company or for redemption of debentures or redeemable preference shares or for any other purpose whatsoever conducive to the interest of the Company. * 30. Subject to the applicable provisions, if any, to borrow or raise money with or without security or to receive money on deposits at interest, or otherwise, in such manner as the company may think fit and in particular by the issue of debentures or debenture stock perpetual or otherwise, including debentures or debenture stock convertible into shares of this or any other company and in security of any such money so borrowed, raised or received to mortgage, pledge or charge the whole or any part of the property, assets or revenue of the company present or future including its uncalled capital and to purchase, redeem or pay off any such securities.* 31. To do the above things and such things, as are incidental or may be conducive to the attainment of the Objects or any of them in any part of India or elsewhere and as principals, agents, contractors, trustees or otherwise and either alone or in conjunction with others. Clause III (c) was deleted completely. Clause V of the MoA was amended to reflect the increase in the authorised share capital of our Company from ₹ 250,000,000 comprising 125,000,000 Equity Shares of ₹ 1 each and 12,500,000 CCPS of ₹ 10 each to ₹ 275,000,000 comprising 150,000,000 Equity Shares of ₹ 1 each and 12,500,000 CCPS of ₹ 10 each. October 4, 2022 Clause V of MOA was amended to reflect the increase in the authorised share capital of our Company from ₹ 275,000,000 to 275,100,000 consisting of 150,100,000 Equity Shares of ₹ 1/- each and 12,500,000 Compulsorily Convertible Preference Shares of ₹ 10/- each.** *Our Company does not have relevant board resolutions for alteration of our Company’s Memorandum of Association. For further information, please refer to Risk Factor - 41 “Our Company was incorporated in 1993 and certain documents filed by us with the RoC and certain corporate records and other documents, are not traceable. We cannot assure you that such forms or records will be available at all or any time in the future.” on page 75. **The Authorised Share Capital of the Company was increased from ₹ 275,000,000 to ₹ 275,100,000 consisting of 150,100,000 Equity Shares of ₹ 1/- each and 12,500,000 Compulsorily Convertible Preference Shares of ₹ 10/- each pursuant to the order dated October 4, 2022 in scheme of amalgamation of Nutralytica Research Private Limited and Hexagon Nutrition Limited. Major events and milestones of our Company The table below sets forth some of the key events in the history of our Company: Year Events 2025 Crossed an annual turnover of ₹ 3,000 million 2025 Exit of Private Equity Investors, Somerset Indus Healthcare Fund I Limited and Mayur Sirdesai 2024 Certificate of recognition in favour of our Company for being part in Dun and Bradstreet Global Database 2023 Launch of our new brand “Nutrone” 2022 Amalgamation of Nutralytica Research Private Limited and Hexagon Nutrition Limited 2021 Converted from Private Limited to Public Limited Company. 2020 Incorporated a wholly owned subsidiary in Uzbekistan and Hong Kong China 2020 We acquired a company in South Africa, and pursuant to such acquisition, it has been constituted as our wholly owned subsidiary. 288Year Events 2018 Received approval of UNICEF for production of Micro Nutrient Powder (MNP) 2017 Received DSIR approval from Government of India for R&D Facility at Chennai 2016 Investment by Somerset Indus Healthcare Fund I Limited in our Company. 2016 Merger amongst Hexagon Logistics Private Limited, Hexagon Vitachemie Private Limited, Nivia Biotech Private Limited (collectively referred to as “Transferor Companies”) and Hexagon Nutrition Private Limited (“Transferee Company”) and their respective shareholders and creditors. 2013 Received in principle approval for grant in aid from Indian Council of Agriculture Research (ICAR) for setup of food testing laboratory. 2012 Incorporated a wholly owned subsidiary in Thoothukudi 2009 Launched our flagship brand “Pentasure” 2004 Started second manufacturing unit in Chennai SEZ (MEPZ) to facilitate imports and increase exports. Awards and Accreditations The below table sets forth some of the awards, recognitions and accreditations received by our Company: Year Events 2025 WOW Workplace 2025 (Manufacturing and Allied) by Jombay (a part of IPO bound CIEL HR Group) Amazon Step Customer Hero Award 2025 for outstanding performance on Amazon Market Place Certificate of Achievement for Gold Seller from Flipkart Seller Hub 2023 Best Neutraceutical Brand 2023 awarded by ASSOCHAM Step Premium Seller 2023 by Amazon Most Preferred Workplace 2022-23 Health and Wellness by Marksmen Daily Export Performance Award by Pharmexcil Leading Nutrition Company - Global Market Excellence by Transformance Marksmen Daily has awarded our Company as “Most Preferred Work Place 2022-23 (Health and Wellness)” ASSOCHAM - Excellence in Nutraceuticals and Clinical Nutrition Our brand “Nutrone” was awarded Innovative Nutrition Brand of the Year by Synnex Business Media Private Limited at Food Safety and Nutrition Summit 2023. 2022 Export Performance Award 2021-2022 by Pharmaceuticals Export Promotion Council of India. 2021 Award of Excellence for Exemplary Work in Food Fortification at Elets National Nutrition Convention Awarded Best Brand 2021 by the Economic Times 2019 Best Clinical Nutrition Brand 2019 – ASSOCHAM Certificate of Appreciation by India Food Safety Summit & Awards 2019 2016 Certificate of recognition as Best Healthcare Brand by The Economic Times Awarded our Company for scoring in the top 100 in overall evaluation of Financial and Non- Financial parameters at India SME 100 Awards, presented by Axis Bank Certificate of Excellence as clinical nutrition brand of the year for Pentasure at Nutraceutical and Health Awards 2015 Certificate of Excellence as dietary supplement company at Nutraceutical and Health Awards Awarded SME Business Excellence Awards 2015 by Karur Vysya Bank – Dun and Bradstreet. Awarded Best Nutraceutical Company of the Year at the Healthcare and Fitness Leadership Awards. Significant financial and strategic partnerships Except as mentioned below, there are no other significant financial and strategic partnerships: A license agreement dated March 27, 2025, entered into with Particles for Humanity, a public benefit corporation incorporated in the United States, our Company has been granted an exclusive, non-transferable, and non- 289sublicensable license to manufacture a proprietary Vitamin A palmitate formulation, PFH-VAP-B, in India and France, and to distribute the same, either as a standalone ingredient or within premixes, to customers for incorporation into bouillon products intended for sale and distribution across the African continent. The exclusive term of the license is for a period of three years from the date of first commercial sale (or 18 months from the effective date if no commercial sale occurs), followed by a non exclusive term of five years. In consideration of the rights granted, our Company is required to pay fixed annual license fees and royalties linked to net sales of the licensed products. The agreement outlines our obligations relating to manufacturing compliance, regulatory approvals, pricing within global access markets, and allocation of production for low and lower middle income countries, and includes standard provisions relating to confidentiality, audit rights, and termination for breach. The license is aligned with our strategy to expand our micronutrient product portfolio and enter into socially impactful markets through strategic global collaborations. Time/cost overrun There has been no time or cost over-run in respect of our business operations. Lock-out and Strikes As on the date of this Draft Red Herring Prospectus, there have been no lockouts or strikes at any time in our Company. Accumulated Profits or Losses As on the date of this Draft Red Herring Prospectus, there are no accumulated profits or losses that have not been accounted for or consolidated by our Company. Capacity/facility creation, location of plants For details of capacity/facility creation, location of plants, see “Our Business” beginning on page 225. Launch of key products or services, entry into new geographies or exit from existing markets For details of key services launched by our Company, entry into new geographies or exit from existing markets, see “Our Business” beginning on page 225. Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks There have been no instances of rescheduling/ restructuring of borrowings with financial institutions/ banks in respect of our current borrowings from lenders. Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last ten years. 1. Scheme of merger amongst Hexagon Logistics Private Limited, Hexagon Vitachemie Private Limited, Nivia Biotech Private Limited (collectively referred to as “Transferor Companies”) and Hexagon Nutrition Private Limited (“Transferee Company”) and their respective shareholders and creditors dated April 1, 2015 (“Scheme I”). Our Company being the Transferee Company entered into a scheme of merger under Sections 391 to 394 of the Companies Act, 1956, with the Transferor Companies and their respective shareholders and creditors. The objective of the Scheme I was, inter alia, as follows: a. Forward and backward integration of operations; b. Synergy benefits arising out of single value chains; c. Simplification of management structure, leading to better administration and a reduction in costs from focused operation efforts, rationalisation, standardisation and simplification of business processes and the elimination of duplication and rationalisation of administrative expenses; d. Simplification of shareholding structure and reduce shareholding tiers; and 290e. Direct and indirect tax efficiencies. The Scheme I, inter alia, provided the following: a. The merger of the Transferor Companies with the Transferee Company pursuant to the Scheme shall take place with effect from the appointed date i.e. April 1, 2015. b. The amalgamation of the Transferor Companies with the Transferee Company in accordance with the Scheme will be in compliance with the provision of Section 2(1B) of the Income Tax Act, 1961, such that: i. All the properties of the Transferor Companies, immediately before the amalgamation, shall become the property of the Transferee Company, by virtue of the amalgamation; and ii. All liabilities of the Transferor Companies, immediately before the amalgamation, shall become the liabilities of the Transferee Company, by virtue of the amalgamation. c. As the Transferee Company is the sole shareholder of the Transferor Companies, the shares of the Transferee Company in the Transferor Companies will stand cancelled as a result of the merger and no new shares will be issued or payment be made in cash whatsoever by the Transferee Company in lieu of such shares of the Transferor Company d. The merger is not and does not arise as a result of the acquisition of the property of the Transferor Companies by the Transferee Company pursuant to the purchase of such property by the Transferee Company or as a result of the distribution of such property to the Transferee Company after the winding up of the Transferor Company. The High Court of Bombay vide its order dated May 5, 2016 approved the Scheme I. Subsequently, the Transferor Companies and the Transferee Company filed inter alia a copy of the said order of the High Court Bombay in form INC 28 with the RoC. 2. Scheme of Amalgamation between Hexagon Nutrition Private Limited (“HNPL” or “Transferee Company”) and Nutralytica Research Private Limited (“NRPL” or “Transferor Company”) and their respective shareholders dated December 7, 2020 in terms of Sections 230 to 232 with other applicable provisions of Companies Act, 2013 (“Scheme II”). Our Company being the Transferee Company entered into a scheme of arrangement by absorption and dissolution of the Transferor Company in terms of Section 230 to 232 and other applicable provisions of Companies Act, 2013. The Scheme II, inter alia provides the following: a) The whole undertaking of the Transferor Company including assets, investments and properties and employees, shall stand transferred and deemed to be transferred to and vested in the Transferee Company. Any statutory licenses, permissions, approvals or trademarks held by the Transferor Company required to carry on transactions shall be vested to the Transferee Company. b) All debts, liabilities, contingent liabilities, duties, and obligations and legal proceedings shall stand transferred to the Transferee Company. c) As the Transferee Company is the sole shareholder of the Transferor Company, there shall be no further issue and allotment of shares pursuant to the approval of Scheme II. d) The authorised share capital of Transferee Company shall automatically stand increased without any further act, instrument or deed on the part of Transferee Company including payment of stamp duty and fees paid to Registrar of Companies, by the authorised share capital of Transferor Company upon the Scheme II becoming effective. 291The Scheme II, inter alia provides for the following accounting treatment: • All assets, liabilities and reserves recorded in the books of account of the Transferor Company shall be transferred and recorded in the books of the Transferee Company pursuant to the Scheme II, at their existing carrying amounts and in the same form.; • The balance of the statement of surplus in profit and loss account of the Transferor Company should be aggregated with the balance of the profit and loss account of the Transferee Company; • Loans, advances or payables or receivables of any kind, held inter-se, if any between the Transferee Company and the Transferor Company (including share application money, if any) as appearing in their respective books of accounts shall stand cancelled as on the appointed date • The Transferee Company shall record in its books of accounts, all transactions of the Transferor Company in respect of assets, liabilities, income and expenses, from the appointed date to the effective date of Scheme II; • All costs and expenses incurred, and other costs incidental to finalization of the Scheme I and to put it into operation and any other expenses or charges attributable to the implementation of the Scheme I shall be charged to profit and loss in the books of Transferee Company as under; • Any profit /loss arising pursuant to amalgamation under Sections 230-232 of Companies Act, 2013 read with other applicable provisions, shall be given effect under the books of accounts of the Transferee Company in the form of reserves. The National Company Law Tribunal, Mumbai (“NCLT Mumbai Bench”) vide its order October 04, 2022 approved the Scheme II. Subsequently, the Transferor Companies and the Transferee Company filed inter alia a copy of the said order of the National Company Law Tribunal, Mumbai in form INC 28 with the RoC. 3. Scheme of Amalgamation between Hexagon Nutrition Limited (HNL or Transferee Company) and Hexagon Nutrition (Exports) Private Limited (Transferor Company) and their respective shareholders dated May 10, 2025 in terms of Sections 230 to 232 with other applicable provisions of Companies Act, 2013 (“Scheme III”). Our Company, being the Transferee Company, entered into a Scheme of Amalgamation under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 with its wholly owned subsidiary, Hexagon Nutrition (Exports) Private Limited (Transferor Company). The amalgamation was undertaken to consolidate the operations and resources of both entities to achieve operational synergies and improved efficiency. The Scheme, inter alia, provides for the following: a) The entire undertaking of the Transferor Company, including its assets, liabilities, employees, contracts, licenses, and all other rights and obligations, stands transferred to and vested in our Company as a going concern from the Appointed Date of April 1, 2025. b) As the Transferor Company was a wholly owned subsidiary of our Company, no shares were issued or allotted pursuant to the amalgamation, and the equity shareholding of the Transferee Company in the Transferor Company stood cancelled. c) The authorised share capital of our Company stood automatically increased by the authorised share capital of the Transferor Company upon the Scheme becoming effective, without any further act, instrument or deed, and without payment of additional fees or stamp duty to the Registrar of Companies. d) All employees of the Transferor Company became employees of our Company on the same terms and conditions, and all statutory funds and benefits were continued or transferred accordingly. The accounting treatment under the Scheme provides that the amalgamation shall be accounted for using the pooling of interests method as prescribed under Appendix C of Ind AS 103 – Business Combinations. 292All assets, liabilities, and reserves of the Transferor Company were transferred at their existing carrying values, and inter-company balances stood cancelled. Any difference arising from the amalgamation was adjusted in accordance with applicable accounting standards. Scheme III is subject to the approval by the requisite majorities of the members and creditors of the Transferor Companies and Transferee Company, sanctioned by the NCLT Mumbai Bench, approvals required by law and certified copies of the order of NCLT Mumbai Bench being filed with the Registrar of Companies, Mumbai, Maharashtra. As on the date of this Draft Red Herring Prospectus, the final order from the NCLT, Mumbai Bench on Scheme III is awaited. Holding company As of the date of this Draft Red Herring Prospectus, our Company does not have a holding company. Our Subsidiaries As of the date of this Draft Red Herring Prospectus, in terms of the Companies Act, 2013, our Company has six (6) wholly owned subsidiaries. For further details, please refer to “Our Subsidiaries” on page 297. Joint Venture and Associate As of the date of this Draft Red Herring Prospectus, our Company does not have any joint ventures or associate. Summary of key agreements Inter-se Arrangement/ Agreement There are no inter-se agreements/ arrangements to which the Company or any of its Promoters or Shareholders are a party to and therefore, there are no clauses/ covenants which are material and which needs to be disclosed, and that there are no other clauses / covenants in the inter-se agreements or arrangements or the Articles of Association which are adverse / pre-judicial to the interest of the minority / public shareholders of the Company and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones which have already disclosed in this Draft Red Herring Prospectus. There are no other agreements, deed of assignments, acquisition agreements, SHA, inter-se agreements, agreements of like nature to which the Company or any of its Promoters or Shareholders are a party. For details with respect to agreements in relation to the business and operations of our Company, see “Our Business” on page 225. Details of shareholders’ agreement Except as disclosed below, there are no subsisting shareholders’ agreements as on the date of this Draft Red Herring Prospectus. Share Subscription Agreement and Shareholders’ Agreement both dated November 8, 2016 by and amongst our Company, Arun Purushottam Kelkar (“Promoter 1”), Subhash Purushottam Kelkar (“Promoter 2”), Vikram Arun Kelkar (“Promoter 3”), Nikhil Arun Kelkar (“Promoter 4” with Promoter 1, Promoter 2 and Promoter 3 referred to as “Promoters”), Anuradha Arun Kelkar (“Promoter Group 1”) and Aditya Kelkar (“Promoter Group 2” together with Promoter Group 1 referred to as “Promoter Group”), Somerset Indus Healthcare Fund I Limited (“Somerset”) and Mayur Sirdesai (“Mayur” together with Somerset “Somerset Group” or “Investors”), as amended. Our Company has entered into the Share Subscription Agreement dated November 8, 2016 (“SSA”) with the Shareholders Agreement (“SHA”) of even date for subscription and allotment of securities of our Company to the Investors. In accordance with the terms of the SSA, certain investments were made in the Company by Somerset and Mayur aggregating to ₹250.02 million by subscribing to (i) 12,135,056 and 73,156, respectively, compulsorily 293convertible preference shares of face value of ₹ 10 each (“CCPS”) at a premium of ₹ 10.48 each CCPS; and (ii) 1,000 and 100, respectively, equity shares having face value of ₹ 1 each (“Equity Shares”) and a premium of ₹ 19.48 each Equity Share. The SHA confers certain rights and obligations amongst the Parties. It imposes restrictions on the transfer of CCPS by our Company or the Promoters and Promoter Groups until the date of the Qualified Initial Public Offering (“QIPO”) without the prior written consent of the Investors except when such a transfer constituting 10% (ten per cent) of the Promoters’ and Promoter Groups’ aggregate shareholding is (i) inter se or (ii) to their spouse or children. The Investors shall be entitled to transfer freely, except to a competitor, any of their shares with or without any or all rights and/or obligations attached to their respective securities (i) inter se or (ii) to their respective affiliates. In the event of any transfer of shares of our Company, the transferee will be required to execute a Deed of Adherence to the Shareholders’ Agreement to be placed before the Board of the Company, prior to such a transfer. In terms of the SHA, the Investors are inter alia entitled to exercise certain rights in the manner provided in the SHA, including there is a Right of First Offer (“ROFO”) to the Promoters and Promoter Groups, in respect to the securities held by the Investors. The Investors shall have certain special rights, including but not limited to tag along rights, pre-emptive rights, anti-dilution rights, right to access and obtain company records and financial statements within the prescribed time, liquidation preference rights certain Board composition rights and right to appoint observers to the Board and its subsidiaries and affirmative voting rights as prescribed under the SHA. Also, the SHA inter alia contemplates certain restrictions on the Parties in relation to transfer of securities. Further, the Investors are entitled to exit their investment in our Company, 4 (four) years from Completion Date by way of QIPO or a Sale to Buyers identified by an Investment Banker appointed by the Company (“Identified Buyers”). The Investors shall also be entitled to exercise drag-along rights to enable an exit by way of sale of the Investors securities to a third-party buyer, provided the Investors hold 2% (two per cent) of the total shareholding of our Company. The Promoters and Promoter Groups and our Company shall be required to do all things necessary to facilitate and effectuate the transfer of securities by the Investors and provide all representations, warranties and indemnities to give effect to a sale of securities by the Investors inter se, to their affiliates or to enable the Investors to exit their investment in our Company. In the event of any default, the Investors shall have an option to terminate the Shareholders Agreement and claim up to 2 (two) times of the investment amount from the Promoters, transfer their shares without giving ROFO to Promoters or require Promoters to purchase all the securities held by the Investors. Subsequently, the SHA was amended on October 5, 2021 to modify the “Exit Option Clauses” and change QIPO Target Date from 60 months to 72 months and amended certain rights under SHA to facilitate the Offer and sharing Offer expenses. Subsequently, the parties to the SHA have entered into an amendment cum waiver agreement to the SHA, which is effective on and from the execution date i.e., December 7, 2021 (“Second Amendment to SHA”), until the earlier of: (i) withdrawal of the Offer or withdrawal of the Draft Red Herring Prospectus; (ii) from the date of the DRHP, UDRHP and RHP to be filed by the Company with the SEBI, the Investors waives their certain respective rights in the SHA; or (iii) consummation of the Offer, i.e., upon receipt of final listing and trading approval from each of the Stock Exchanges for the listing and trading of the Equity Shares of the Company pursuant to an IPO (such period referred to as “Term”), on which date, the SHA shall automatically terminate without any further act or deed required by any Party. Upon expiry of the Term, in the event that the Offer is not consummated, the provisions of the SHA shall be reinstated as of the date immediately prior to the Second Amendment to SHA, without giving effect to the terms of the Second Amendment to SHA. Capitalised terms used but not defined bear the meaning assigned to such terms in the SSA and SHA, as amended. Share Purchase Agreement and Shareholders’ Agreement dated February 5, 2025, executed among Hexagon Nutrition Limited, Promoters, Sellers, and Malani Ventures Private Limited On February 5, 2025, a Share Purchase Agreement (“SPA”) was executed amongst Hexagon Nutrition Limited (the “Company”), Malani Ventures Private Limited (the “Purchaser” or “Investor”), the existing shareholders, namely Somerset Indus Healthcare Fund I Limited and Mayur Sirdesai (together, the “Sellers”), and the Promoters of the Company, namely Arun Purushottam Kelkar, Subhash Purshottam Kelkar, Vikram Arun Kelkar, Nikhil Arun Kelkar, Anuradha Arun Kelkar, and Aditya Kelkar. Under the SPA, the Sellers agreed to sell, and the Purchaser agreed to acquire, an aggregate of 1,100 equity shares and 12,208,212 compulsorily convertible 294preference shares (“CCPS”) of the Company, representing 9.94% of the fully diluted share capital of the Company, for an aggregate purchase consideration of ₹499.97 million. The SPA sets out the terms and conditions of the sale, including the mode of payment, closing mechanics, representations and warranties from the Sellers, Promoters and the Company, and related indemnification obligations. The SPA further prescribes detailed conditions precedent to be fulfilled by the Sellers, the Company and the Promoters, pre-closing and post-closing actions, and includes provisions relating to termination, non-solicitation during the interim period, and dispute resolution through arbitration. Simultaneously, the Company, the Promoters, and the Investor entered into a Shareholders’ Agreement dated February 5, 2025 (“SHA”) to record their respective rights and obligations as shareholders of the Company, and to govern the management and control of the Company post-completion of the SPA transaction. The SHA supersedes and replaces the earlier shareholders’ agreement dated November 8, 2016, as amended, entered into by the Company, the Promoters and the Somerset Group, which stood terminated upon the closing of the SPA. The SHA contains comprehensive provisions relating to (i) share transfer restrictions including rights of first offer (ROFO), tag-along and drag-along rights; (ii) anti-dilution protection in the nature of a full ratchet mechanism in the event of a dilutive issuance; (iii) pre-emptive rights of the Investor to participate in future capital issuances; (iv) exit rights available to the Investor including through an IPO, qualified IPO (QIPO), strategic sale, or buyback, with defined timelines and a minimum internal rate of return (IRR) protection; and (v) corporate governance rights including board nomination rights, observer rights, and affirmative voting rights on specified reserved matters. The SHA further contains covenants obligating the Company and Promoters to operate the business in the ordinary course, provide regular financial and operational disclosures, and to seek prior consent of the Investor for material corporate actions. Additionally, the Promoters are subject to restrictive covenants including non-compete, non- solicitation of employees and clients, and are required to act in good faith and in compliance with the provisions of the SHA and applicable law. The SHA also provides for indemnity obligations of the Promoters and the Company in favour of the Investor, enforcement through specific performance, and dispute resolution through arbitration under Indian law. The SPA and SHA collectively establish the framework for the exit of the Sellers and the induction of Malani Ventures Private Limited as a significant shareholder in the Company, while also detailing the ongoing rights, protections and obligations of the Investor and the Promoters in relation to the governance, control and future funding and exit arrangements of the Company. Capitalised terms used but not defined bear the meaning assigned to such terms in the SPA and SHA, as amended. Key terms of other subsisting material agreements Our Company has not entered into any subsisting material agreements including with strategic partners, joint venture partners, and/or financial partners or any other subsisting material agreements other than in the ordinary course of the business of our Company or which are otherwise material and need to be disclosed in this Draft Red Herring Prospectus in context of the Offer. Agreements with our Key Managerial Personnel, Senior Management, Directors, Promoters or any other employee As on the date of this Draft Red Herring Prospectus, there are no agreements entered into by our Key Managerial Personnel or Senior Management or Directors or Promoters or any other employee of our Company, either by themselves or on behalf of any other person, with any Shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities of our Company. Other confirmations There are no material clauses of our Articles of Association that have been left out from disclosures having bearing on the Offer or this Draft Red Herring Prospectus. No Directors or KMPs of our Company are appointed pursuant any inter-se agreement/agreement to which our Company or any of its Promoters or Shareholders are a party to. 295There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of the Company) and the Company, Directors, Key Managerial Personnel and Senior Management. There is no conflict of interest between the lessor of immovable properties and the Company, Directors, Key Managerial Personnel and Senior Management. Guarantees given by the Promoter(s) offering its shares in the offer for sale As on the date of this Draft Red Herring Prospectus, Arun Purushottam Kelkar, Subhash Purushottam Kelkar and Aditya Kelkar our Promoter Selling Shareholder along with our Promoters Vikram Arun Kelkar and Nikhil Arun Kelkar, has issued the following guarantees to third parties. There are guarantees in the nature of personal guarantees and have been issued towards contractual obligations in respect of loans availed by our Company. (in ₹ million) Name of Lender Type of borrowing/facility Amount Sanctioned / Amount outstanding Guaranteed (in ₹ as on July 31, 2025 million) (in ₹ million) Working Capital Requirement 190.00 30.00 Capex Requirement 90.00 66.76 Citibank N.A. Working Capital Requirement 130.00 39.51 Working Capital Requirement 100.00 Nil Working Capital Requirement 40.00 Nil HDFC Bank Working Capital Requirement 20.00 Nil Working Capital Requirement 50.00 Nil Working Capital Requirement 100.00 78.17 Indian Bank Capex requirement 78.50 51.28 State Bank of India Working Capital Requirement 40.00 Nil Working Capital Requirement 10.00 5.29 Union Bank of India Working Capital Requirement 20.00 Nil 296OUR SUBSIDIARIES As of the date of this Draft Red Herring Prospectus, in terms of the Companies Act, 2013, our Company has the following 6 wholly owned subsidiaries. As on the date of this Draft Red Herring Prospectus, our Company has the following Subsidiaries: a) Subsidiaries under Companies Act, 2013: 1. Hexagon Nutrition (Exports) Private Limited; 2. Hexagon Nutrition (International) Private Limited; 3. Hexagon Nutrition Healthcare Private Limited; 4. Hexagon Nutrition Proprietary Limited; 5. Hexagon Nutrition Limited Liability Company; and 6. Hexagon Nutrition China Limited Details regarding our Subsidiaries Unless stated otherwise, the details in relation to our Subsidiaries, provided below, are as on the date of this Draft Red Herring Prospectus: 1. Hexagon Nutrition (Exports) Private Limited (“HNEPL”) Brief Profile HNEPL is our Company’s material unlisted subsidiary, as defined under the SEBI Listing Regulations. Corporate Information HNEPL was incorporated as a private limited company under the Companies Act, 1956 pursuant to a certificate of incorporation dated July 24, 2012, issued by the RoC. Its corporate identification number is U15139MH2012PTC409199. Its registered office is situated at 401, Global Chamber, Off New Link Rd Near, Dheeraj Heights, Veera Desai Rd, Andheri (West), Mumbai – 400 053, Maharashtra, India. Main Objects of the HNEPL HNEPL is engaged in the business of manufacturing, trading, wholesale, exports, selling, imports, buying in all kinds of food and food ingredients, additives, nutrition, wellness and healthcare products, herbal products, micronutrient premixes and other food items for consumption by Human, Animal/ Veterinary, Plants growth nutrients and Pharmaceutical Product in Liquid Powder, Granules, Pastes, Tablets, Capsules and all such forms of Surgical Items, Medical Equipments, Packaging Materials and Packaging Machinery for Domestic and Export Markets. Capital Structure The capital structure of HNEPL as on the date of this Draft Red Herring Prospectus is as follows: Particulars No. of equity shares of face value of ₹ 1 each Authorised share capital 75,000,000 Issued, subscribed and paid-up capital 67,574,660 Shareholding pattern The shareholding pattern of HNEPL as on the date of this Draft Red Herring Prospectus is as follows: Name of the shareholder No. of equity shares of ₹ 1 each Percentage of shareholding (%) Hexagon Nutrition Limited 67,572,660 99.99 Hexagon Nutrition Limited jointly 350 Negligible 297Name of the shareholder No. of equity shares of ₹ 1 each Percentage of shareholding (%) with Vikram Arun Kelkar Hexagon Nutrition Limited jointly 350 Negligible with Subhash Purushottam Kelkar Hexagon Nutrition Limited jointly 350 Negligible with Nikhil Arun Kelkar Hexagon Nutrition Limited jointly 350 Negligible with Arun Purushottam Kelkar Hexagon Nutrition Limited jointly 350 Negligible with Anuradha Arun Kelkar Hexagon Nutrition Limited jointly 250 Negligible with Aditya Kelkar Total 67,574,660 100 Brief Financial Information Particulars For the financials year ended March 31, 2025 March 31, 2024 March 31, 2023 Net worth (₹ in million) 1201.97 1047.87 935.77 Revenue from operations (₹ in million) 1133.33 1078.88 1186.95 Profit after tax for the year (₹ in 154.08 111.73 95.43 million) Basic Earnings per equity share (in 2.28 1.65 1.41 ₹/share) Diluted earnings per equity share (in 2.28 1.65 1.41 ₹/share) Net asset value per equity share (in 17.79 15.51 13.85 ₹/share) Total borrowings (including lease 27.07 81.08 76.12 liabilities) (₹ in million) Equity share capital (₹ in million) 67.57 67.57 67.57 2. Hexagon Nutrition (International) Private Limited (“HNIPL”) HNIPL is our Company’s material unlisted subsidiary, as defined under the SEBI Listing Regulations. Corporate Information HNIPL was incorporated as a private limited company under the Companies Act, 1956 pursuant to a certificate of incorporation dated December 26, 2012, issued by the ROC. Its corporate identification number is U15146TN2012PTC089163. Its registered office is situated at Plot No. 76-77-78, CCCL Pearl City Food Port SEZ, Kombukaranatham Village, Sekkarakudi Post, Thoothukudi - 628104, Tamil Nadu, India. Main Objects of the HNIPL To carry on the business as Manufacturers, Traders, Wholesalers, Exporters, Sellers, Importers, Buyers in all kinds of Food and Food Ingredients, Additives, Nutrition, Wellness and Healthcare Products, Herbal Products, Micronutrient Premixes and otherFood Items for consumption by Human, Animal / Veterinary , Plants growth nutrients and Pharmaceutical Products in Liquid, Powder, Granules, Pastes, Tablets, Capsules and all such forms, Surgical Items, Medical Equipment’s, Packaging Materials and Packaging Machinery for Domestic and Export Markets. To market, sell and export Food and related products, Ingredients, Additives, Herbal products, Micronutrient Premixes, Nutrition, Wellness and Healthcare products, Veterinary Products manufactured by the Company and / or by its Principal Company, Associate Companies and to manufacture, sell and export Pharmaceutical Products and ingredients manufactured by third party either on P to P basis or Loan License basis. 298Capital Structure The capital structure of HNIPL as on the date of this Draft Red Herring Prospectus is as follows: Particulars No. of equity shares of face value of ₹ 1 each Authorised share capital 50,000,000 Issued, subscribed and paid-up capital 6,400,000 Shareholding Pattern The shareholding pattern of HNIPL as on the date of this Draft Red Herring Prospectus is as follows: Name of the shareholder No. of equity shares Percentage of of ₹ 1 each shareholding (%) Hexagon Nutrition Limited 6,398,000 99.97 Hexagon Nutrition Limited jointly with 350 Negligible Vikram Arun Kelkar Hexagon Nutrition Limited jointly with 350 Negligible Subhash Purushottam Kelkar Hexagon Nutrition Limited jointly with Nikhil 350 Negligible Arun Kelkar Hexagon Nutrition Limited jointly with Arun 350 Negligible Purushottam Kelkar Hexagon Nutrition Limited jointly with 350 Negligible Anuradha Arun Kelkar Hexagon Nutrition Limited jointly with Aditya 250 Negligible Kelkar Total 6,400,000 100 Brief Financial Information Particulars For the financials year ended March 31, 2025 March 31, 2024 March 31, 2023 Net worth (₹ in million) 156.52 157.79 178.52 Revenue from operations (₹ in million) 652.30 650.15 311.09 Profit after tax for the year (₹ in (1.32) (20.91) (15.18) million) Basic Earnings per equity share (in (0.21) (3.27) (2.37) ₹/share) Diluted earnings per equity share (0.21) (3.27) (2.37) (in ₹/share) Net asset value per equity share 24.46 24.65 27.89 (in ₹/share) Total borrowings (including lease 283.69 380.37 288.15 liabilities) (₹ in millions) Equity share capital (₹ in million) 6.40 6.40 6.40 3. Hexagon Nutrition Healthcare Private Limited (“HNHPL”) Corporate Information HNHPL was incorporated as a private limited company under the Companies Act, 2013 pursuant to a certificate of incorporation dated June 19, 2019 issued by the RoC CRC. Its corporate identification number is U15549MH2019PTC326941. Its registered office is situated at 404 Global Chamber, Adarsh Nagar, Link Road, Andheri West Mumbai 400053, Maharashtra. 299Main Objects of the HNHPL To carry on the business as Manufacturers, Traders, Wholesalers, Exporters, Sellers, Importers, Buyers in all kinds of Food and Food Ingredients, Additives, Nutrition, Wellness and Healthcare Products (Consumable and Non – Consumable), Child and Women Development Products, Herbal Products, Micronutrient Premixes and other Food Items for consumption by Human, Animal / Veterinary , Plants growth nutrients and Pharmaceutical Products in Liquid, Powder, Granules, Pastes, Tablets, Capsules and all such forms, Surgical Items, Medical Equipments, Packaging Materials and Packaging Machinery for Domestic and Export Markets. To undertake the business of marketing, branding, advertising and dealing in all way possible, in Food and Food Ingredients, Additives, Nutrition, Wellness and Healthcare Products (Consumable and Non – Consumable), Child and Women Development Products, Herbal Products, Micronutrient Premixes and other Food Items for consumption by Human, Animal / Veterinary, Plants growth nutrients and Pharmaceutical Products, by whatever name called and in whichever form, either produced, manufactured or developed by itself, its holding company, its group company or any other entity, within India and abroad. Capital Structure The capital structure of HNHPL as on the date of this Draft Red Herring Prospectus is as follows: Particulars No. of equity shares of face value of ₹ 1 each Authorised share capital 500,000 Issued, subscribed and paid-up capital 100,000 Shareholding pattern The shareholding pattern of HNHPL as on the date of this Draft Red Herring Prospectus is as follows: Name of the shareholder No. of equity shares of Percentage of ₹ 1 each shareholding (%) Hexagon Nutrition Limited 99,998 99.99 Hexagon Nutrition Limited jointly with 1 Negligible Arun Purushottam Kelkar Hexagon Nutrition Limited jointly with 1 Negligible Vikram Arun Kelkar Total 100,000 100.00 Brief Financial Information Particulars For the financials year ended March 31, 2025 March 31, 2024 March 31, 2023 Net worth (₹ in million) 0.05 0.06 0.07 Revenue from operations NIL NIL NIL Profit after tax for the year (₹ in million) (0.01) (0.01) (0.01) Basic Earnings per equity share (in (0.06) (0.06) (0.13) ₹/share) Diluted earnings per equity share (in (0.06) (0.06) (0.13) ₹/share) Net asset value per equity share (in 0.55 0.61 0.67 ₹/share) Total borrowings (including lease NIL NIL NIL liabilities) Equity share capital (₹ in million) 0.10 0.10 0.10 4. Hexagon Nutrition Proprietary Limited (“HNPTY”) 300Corporate Information HNPTY was incorporated on April 24, 2019 as DAFA GROUP a company limited by shares under the laws of Republic of South Africa Pursuant, to amended registration certificate dated October 10, 2019, the name of the company was subsequently changed from DAFA GROUP to Hexagon Nutrition Proprietary Limited. Its registered office is situated at Unit 2 14 on Golden 14 Golden Dawn Drive, La Mercy, KWA-ZULU Natal - 4405. Main Objects of the HNPTY HNPTY is engaged in the business of trading, wholesale, exports, selling, imports, buying in all kinds of food and food ingredients, additives, nutrition, wellness and healthcare products, herbal products, micronutrient premixes and other food items. Capital Structure The capital structure of HNPTY as on the date of this Draft Red Herring Prospectus is as follows: Particulars No. of equity shares of face value of Zar 1 each Authorised share capital 751,000 Issued, subscribed and paid-up capital 751,000 Shareholding Pattern The shareholding pattern of HNPTY as on the date of this Draft Red Herring Prospectus is as follows: Name of the shareholder No. of equity shares of Zar 1 Percentage of shareholding each (%) Hexagon Nutrition Limited 751,000 100 Total 751,000 100 Brief Financial Information Particulars For the financials year ended March 31, 2025 March 31, 2024 March 31, 2023 Net worth (₹ in million) (32.85) (33.66) (23.12) Revenue from operations (₹ in million) 55.99 12.87 18.09 Profit after tax for the year (₹ in million) 0.81 (10.54) (16.21) Basic Earnings per equity share (in NA NA NA ₹/share) Diluted earnings per equity share (in NA NA NA ₹/share) Net asset value per equity share (in (43.74) (44.82) (30.78) ₹/share) Total borrowings (including lease 15.47 16.04 14.49 liabilities) (₹ in million) Equity Share Capital (₹ in million) 3.23 3.23 3.23 5. Hexagon Nutrition Limited Liability Company (“HNLLC”) Corporate Information HNLLC was incorporated on January 8, 2020 as a limited liability Company having chartered capital under the laws of the Republic of Uzbekistan. Its registered office is situated at Home-2 Sugdiyona street of Sergeli District of Tashkent City, Uzbekistan. 301Main Objects of the HNLLC HNLLC is engaged in a broad range of technological and engineering activities, with a primary focus on providing integrated digital solutions and automation systems across multiple industries. The company offers services in geospatial technologies, including topographic surveying, digital mapping, remote sensing, and GIS (Geographic Information Systems) solutions. It is also active in industrial automation, delivering systems for precision measurement, control, and data analysis in manufacturing and production processes. HNLLC develops and supplies software for computer-aided design (CAD), engineering analysis, and industrial monitoring, along with tools for 3D modeling, simulation, and digital twin technologies. The company is involved in implementing smart infrastructure solutions such as intelligent construction systems, asset lifecycle management, and structural monitoring. Furthermore, it participates in the import, export, and distribution of specialized equipment and software, technical consulting, installation, training, and post-sale support services. Through these core activities, HNLLC aims to enable digital transformation, operational efficiency, and high-accuracy decision-making in sectors such as construction, mining, energy, transportation, and public utilities. Capital Structure The capital structure of HNLLC as on the date of this Draft Red Herring Prospectus is as follows: Particulars Nominal Value of Soums Each Authorised Charter Capital 100,000,000 Issued, subscribed and paid-up Charter 100,000,000 Capital Shareholding pattern The shareholding pattern of HNLLC as on the date of this Draft Red Herring Prospectus is as follows: Name of the shareholder Nominal Value of Soums Percentage of Each shareholding (%) Hexagon Nutrition Limited 100,000,000 100 Total 100,000,000 100 Brief Financial Information Particulars For the financials year ended March 31, 2025 March 31, 2024 March 31, 2023 Net worth (₹ in million) (100.73) (68.58) (16.57) Revenue from operations (₹ in million) 31.68 3.60 214.88 Profit after tax for the year (₹ in million) (32.15) (52.01) 6.58 Basic Earnings per Soum NA NA NA Diluted earnings per Soum NA NA NA Net asset value per Soum (in ₹) (1.01) (0.69) (0.17) Total borrowings (including lease 153.97 101.59 100.11 liabilities) (₹ in million) Charter Capital (₹ in million) 0.75 0.75 0.76 6. Hexagon Nutrition China Limited (“HNCL”) Corporate Information HNCL was incorporated on July 30, 2019 as a limited company under the laws of Hong Kong. Its registered office is situated at Flat/RM 1911 Lee Garden One 33 Hysan Avenue Causeway Bay. Main Objects of the HNCL 302HNCL is engaged in the business of manufacturing, trading, wholesale, exports, selling, imports, buying in all kinds of food and food ingredients, additives, nutrition, wellness and healthcare products, herbal products, micronutrient premixes and other food items. Capital Structure The capital structure of HNCL as on the date of this Draft Red Herring Prospectus is as follows: Particulars No. of equity shares of face value of 1 Hong Kong Dollar each Authorised share capital 10,000 Issued, subscribed and paid-up capital 10,000 Shareholding pattern The shareholding pattern of HNCL as on the date of this Draft Red Herring Prospectus is as follows: Name of the No. of equity shares of Hong Percentage of shareholding (%) shareholder Kong Dollar each Hexagon Nutrition 10,000 100 Limited Total 10,000 100 Brief Financial Information Particulars For the financials year ended March 31, 2025 March 31, 2024 March 31, 2023 Net worth (₹ in million) 37.36 25.15 33.55 Revenue from operations (₹ in million) 286.25 248.65 401.10 Profit after tax for the year (₹ in million) 12.21 (8.39) 24.52 Basic Earnings per equity share (in NA NA NA ₹/share) Diluted earnings per equity share (in NA NA NA ₹/share) Net asset value per equity share (in 3,736.35 2,515.49 3,354.91 ₹/share) Total borrowings (including lease NIL NIL NIL liabilities) (₹ in million) Equity share capital (₹ in million) 0.10 0.10 0.10 Other details regarding our Subsidiaries Accumulated profits or losses of our Subsidiaries As on the date of this Draft Red Herring Prospectus, there are no accumulated profits or losses of any of our Subsidiaries that are not accounted for, by our Company. Common Pursuits All of our Subsidiaries are engaged in business activities similar to that of our Company. Our Subsidiaries have been incorporated/acquired to undertake various projects in line with our business strategies. Our Company will adopt the necessary procedures and practices as permitted by law to address any conflict situation as and when they arise. For details of related business transactions between our Company and our Subsidiaries, see “Restated Consolidated Financial Information – Note-39- Related Party Transactions” on page 388. 303Business interest between our Company and our Subsidiaries Except in the ordinary course of business and as stated in “Our Business” and “Restated Consolidated Financial Information -Note-39- Related Party Transactions” on pages 225 and 388 respectively, none of our Subsidiaries have any business interest in our Company. Outstanding litigations For details regarding the outstanding litigations against our Subsidiaries, see “Outstanding Litigation and Material Developments” on page 445. Other confirmations None of our Subsidiaries have listed their securities of on any stock exchange in India or abroad. Further, neither have any of the securities of Subsidiaries been refused listing by any stock exchange, nor have our Subsidiaries failed to meet the listing requirements of any stock exchange in India or abroad. There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of the Company) and our Subsidiaries. There is no conflict of interest between the lessor of immovable properties of the Company and our Subsidiaries. 304OUR MANAGEMENT Board of Directors In terms of our Articles of Association and subject to the provisions of the Companies Act, our Board shall comprise of not less than three (3) Directors and shall not be more than fifteen (15) Directors. As on the date of this Draft Red Herring Prospectus, we have ten (10) Directors on our Board, comprising of one (1) Chairman and Executive Director, one (1) Managing Director, one (1) Joint Managing Director, one (1) Executive Director, one (1) Non-Executive Director and five (5) Independent Directors including three (3) women Independent Directors. Our Company is in compliance with the laws prescribed under the SEBI Listing Regulations and the Companies Act in relation to the composition of our Board and constitution of committees thereof. The following table sets forth details regarding our Board as on the date of this Draft Red Herring Prospectus: Name, date of birth, age, Designation Other Directorships address, occupation, term, period of directorship and DIN Arun Purushottam Kelkar Chairman and Executive Director Indian Companies Date of birth: May 1, 1950 1. Sunrise Nutrition Private Limited Age (years): 75 Foreign Companies Address: Flat 1903, Floor-19 Wing B, Kabra, Metroone-B, Nil Pratap CHSL, Jai Prakash Road, Next to Versova Metro Station, Andheri (West), Mumbai Suburban, Mumbai – 400 053, Maharashtra, India Occupation: Business Term: For a period of 5 (five) years with effect from September 29, 2021 till September 28, 2026 and liable to retire by rotation Period of directorship: Since incorporation DIN: 00171276 Vikram Arun Kelkar Managing Director Indian Companies Date of birth: November 17, 1. Hexagon Nutrition (Exports) 1981 Private Limited 2. Hexagon Nutrition Age (years): 43 (International) Private Limited 3. Sunrise Nutrition Private Address: B/6, Shubham CHSL, Limited 7th Bungalow, Juhu Versova Link 4. Hexagon Nutrition Healthcare Road, Andheri (West), Mumbai Private Limited Suburban, Mumbai – 400 053, Maharashtra, India Foreign Companies 305Name, date of birth, age, Designation Other Directorships address, occupation, term, period of directorship and DIN Occupation: Business 1. Hexagon Nutrition China Limited Term: From June 28, 2024 till 2. Hexagon Nutrition Limited June 27, 2029 Liability Company 3. Hexagon Nutrition Proprietary Period of directorship: Since Limited September 1, 2005 DIN: 02302364 Nikhil Arun Kelkar Joint Managing Director Indian Companies Date of birth: December 16, • Hexagon Nutrition (International) 1978 Private Limited • Hexagon Nutrition Healthcare Age (years): 46 Private Limited • Hexagon Nutrition (Exports) Address: C/4, Shubham Chs Ltd, Private Limited Juhu Versova Link Road, Above Banana Leaf Restaurant, Andheri Foreign Companies West, Mumbai – 400 053, Maharashtra, India 1. Hexagon Nutrition Proprietary Limited. Occupation: Business Term: From April 1, 2022 till March 31, 2027 Period of directorship: Since August 21, 2008 DIN: 02302369 Subhash Purushottam Kelkar Executive Director Indian Companies Date of birth: July 28, 1959 • Hexagon Nutrition (Exports) Private Limited Age (years): 66 • Hexagon Nutrition (International) Private Limited Address: Flat No 02, Patil • Sunrise Nutrition Private Parichay Apartment, Near Old Limited Gangapur Naka, Behind Bon Vivant Hotel, Patil Park, Nashik – Foreign Companies 422 005, Maharashtra, India Nil Occupation: Professional Term: From September 29, 2021 to September 28, 2026. Period of directorship: Since incorporation DIN: 00177280 306Name, date of birth, age, Designation Other Directorships address, occupation, term, period of directorship and DIN Aditya Kelkar Non-Executive Director Indian Companies Date of birth: December 20, • Hexagon Nutrition (Exports) 1987 Private Limited • Sunrise Nutrition Private Age (years): 37 Limited • Bharatvarsh Culture And Arts Address: The Imperial flat no Foundation 103, 4th floor, C wing, • Hexagon Nutrition Makhamalabad Link Road, Next (International) Private Limited to Palm Shells Restaurant, Nashik – 422 003, Maharashtra, India Foreign Companies Occupation: Business Nil Term: Liable to retire by rotation. Period of directorship: Since September 15, 2012 DIN: 02312705 Aparna Deepak Sakpal Independent Director Indian Companies Date of birth: May 1, 1978 Nil Age (years): 47 Foreign Companies Address: A/2102, Kabra Metro Nil One, J P Road, Andheri West, 7 Bunglows, Mumbai Suburban, Mumbai – 400 053, Maharashtra, India Occupation: Service Term: From October 31, 2024 till October 30, 2029 Period of directorship: Since October 31, 2023 DIN: 10345258 Meena Bipinchandra Mehta Independent Director Indian Companies Date of birth: January 6, 1961 Nil Age (years): 64 Foreign Companies Address: Room No 4 Megha Nil CHS Daftary Road, Malad (East), Mumbai – 400 097, Maharashtra, India Occupation: Service 307Name, date of birth, age, Designation Other Directorships address, occupation, term, period of directorship and DIN Term: From March 5, 2025 to March 4, 2030 Period of directorship: Since March 5, 2025 DIN: 10974239 Nimesh Pratap Shukla Independent Director Indian Companies Date of birth: September 16, Nil 1961 Foreign Companies Age (years): 63 Nil Address: B 1202/1203, Kia Park CHS Prathamesh Complex, Veera Desai Extn Road, Opposite Country Club, Andheri (West), Mumbai – 400 053, Maharashtra, India Occupation: Service Term: From March 5, 2025 to March 4, 2030 Period of directorship: Since March 05, 2025 DIN: 10974257 Keval M. Shah Independent Director Indian Companies Date of birth: October 20, 1989 1. Highness Microelectronics Limited; Age (years): 35 2. K M Shah Consultancy LLP; and Address: E/403, Neelambuj 3. Jerai Fitness Limited Building, Shankar Lane, Kamal Apartment, Kandivali West, Foreign Companies Mumbai – 400 067, Maharashtra, India Nil Occupation: Service Term: From May 20, 2025 to May 19, 2030 Period of directorship: Since May 20, 2025 DIN: 07649694 Payal Yash Gaglani Independent Director Indian Companies 308Name, date of birth, age, Designation Other Directorships address, occupation, term, period of directorship and DIN Date of birth: July 27, 1990 1. Crown Lifters Limited Age (years): 34 Foreign Companies Address: A/704, Shri Highland Nil Park, Opposite Symphony Building, Link Road, Kandivali West, Mumbai – 4000 067, Maharashtra, India Occupation: Service Term: From May 20, 2025 to May 19, 2030 Period of directorship: Since May 20, 2025 DIN: 08546549 Brief profiles of our Directors Arun Purushottam Kelkar, the Chairman and Executive Director of our Company. He holds a bachelor’s degree in Engineering from the Nagpur University. He has also completed Diploma in Operations Management from University of Mumbai. He has been associated with our Company since its incorporation. He worked with Siemens India Limited and Castrol India Limited and is a professional turned entrepreneur. He has over 40 years of work experience in various industries including food and nutrition industry. Vikram Arun Kelkar, the Managing Director of our Company. He holds a bachelor’s degree in Management Studies from the University of Mumbai and master’s degree in International Business from the University of Auckland. He was awarded outstanding Innovation in eradication of Micronutrient Deficiencies at the Young Visionary-2011, PRCI Chanakya Awards 2011. He has also co-authored a research paper titled “Asian Wheat Flour Products: Impact of flour fortification on organoleptic properties” in March 2011. He has over 20 years of experience in various aspects of food and nutrition business. He heads the premix formulation and RUF/MNP business segments at domestic and international level. Nikhil Arun Kelkar, the Joint Managing Director of our Company. He holds a bachelor’s degree in Dental Surgery from the Nair Hospital Dental College, University of Mumbai and Diploma in Marketing Management from Narsee Monjee Institute of Management Studies. He was a practising Dental Surgeon for 7 years and was also a member of the Dental Council of New Zealand. He has over 16 years of experience in various aspects of food and nutrition business. He heads the branded nutrition products segment (domestic and international) and the finance department at the group level and plays a crucial role in product development. Subhash Purushottam Kelkar, is an Executive Director of our Company. He holds a bachelor’s degree in Pharmacy from the University of Bombay. He has completed diploma in Industrial Engineering from Bombay Productivity Council. He has been associated with our Company since its incorporation. He was associated with Glaxo Laboratories (India) Limited, Ethnor Limited and Super Pharma Private Limited prior to incorporation of our Company. He has over 3 decades of experience in various industries including food and nutrition. Aditya Kelkar is a Non-Executive Director of our Company. He has been associated with the Company since September 15, 2012. He holds a bachelor’s degree in Engineering in Chemical and Bioprocess from the Swansea University. He has over 10 years of experience in various aspects of food and nutrition business. Aparna Deepak Sakpal is an Independent Director of our Company. She has been associated with the Company since October 31, 2023. She holds a bachelor’s degree in Commerce from the University of Mumbai and Masters 309of Business Administration from the Institute for Technology and Management in Association with Southern New Hampshire University. She is associated with Feedback Infra Private Limited as Vice-President Human Resources since 2008. She has over 17 years of experience in the field of Human Resource Management. Meena Bipinchandra Mehta is an Independent Director of our Company. She has been associated with the Company since March 5, 2025. She has completed her degree in Doctor of Philosophy from the Shreemati Nathibai Damodar Thackersey Women's University. Nimesh Pratap Shukla is an Independent Director of our Company. He has been associated with the Company since March 5, 2025. He holds a degree of Doctor of Medicine from the Dr. Babasaheb Ambedkar Marathwada University, Aurangabad. He is a registered member of Maharashtra Council of Homeopathy, Mumbai. He has passed a Licentiate of Examiners in Homeopathy Examination from the Court of Examiners of Homoeopathic and Biochemic Systems of Medicine. He has over 40 years of experience in Teaching. He is associated with Smt. Chandaben Mohanbhai Patel Homeopathic Medical College, Mumbai as Head of Department. Keval M. Shah is an Independent Director of our Company. He has been associated with our Company since May 20, 2025. He holds a degree in Bachelor of Commerce from University of Mumbai. He has passed his final examination of The Institute of Chartered Accountants of India. He was over 8 years of experience in the field of finance. He was previously associated with BDO India LLP and ASG Hospital Private Limited. Payal Yash Gaglani is an Independent Director of our Company. She has been associated with our Company since May 20, 2025. She has passed his final examination of The Institute of Chartered Accountants of India. She has over 3 years of experience in the field of in the field of finance. She was previously associated with HDFC Bank Limited as a Manager. Relationship between Directors and Key Managerial Personnel or Senior Management Except as stated below, none of our Directors, Key Managerial Personnel and Senior Management are related to each other. Name of the Director Related to Relationship Arun Purushottam Kelkar Subhash Purushottam Kelkar Brothers Arun Purushottam Kelkar Vikram Arun Kelkar Father and Son Arun Purushottam Kelkar Nikhil Arun Kelkar Father and Son Vikram Arun Kelkar Nikhil Arun Kelkar Brothers Subhash Purushottam Kelkar Aditya Kelkar Father and Son Terms of appointment of our Executive Directors Arun Purushottam Kelkar, Chairman and Director The following table sets forth the terms of appointment of Arun Purushottam Kelkar with effect from November 22, 2021 and as amended by a shareholders’ resolution dated June 28, 2025 Sr. Particulars Salary and perquisites No 1. Basic Salary Arun Purushottam Kelkar shall be entitled to gross salary amounting up to ₹ 16.60 million per annum. 2. Other Benefits Nil Vikram Arun Kelkar, Managing Director The following table sets forth the terms of appointment of Vikram Arun Kelkar with effect from June 28, 2024 till June 27, 2029 and as amended by a shareholders’ resolution dated June 28, 2025. 310Sr. Particulars Salary and perquisites No 1. Basic Salary Vikram Arun Kelkar shall be entitled to basic gross amounting up to ₹ 22.00 million per annum. 2. Other Benefits Nil Nikhil Arun Kelkar, Joint Managing Director The following table sets forth the terms of appointment of Nikhil Arun Kelkar with effect from April 01, 2022 till March 31, 2027 and as amended by a shareholders’ resolution dated June 28, 2025. Sr. No Particulars Salary and perquisites 1. . Basic Salary Nikhil Arun Kelkar shall be entitled to basic gross amounting up to ₹ 18.10 million per annum. 2. Other Nil Benefits Subhash Purushottam Kelkar, Executive Director The following table sets forth the terms of appointment of Subhash Purushottam Kelkar with effect from November 22, 2021 and as amended by a shareholders’ resolution dated July 28, 2023. Sr. No Particulars Salary and perquisites 1. . Basic Salary Subhash Purushottam Kelkar shall be entitled to basic gross amounting up to ₹ 11.30 million per annum. 2. Other Benefits Nil Terms of appointment of our Non-executive Directors (including Independent Directors) Except for sitting fees, our Independent Directors are not entitled to receive any remuneration or compensation from our Company. Pursuant to the Board resolution dated November 27, 2023 each Independent Director, is entitled to receive sitting fees of ₹ 12,500 per meeting for attending meetings of the Board and ₹5,000 per meeting for attending meetings of the committees of the Board of Directors. As on the date of this Draft Red Herring Prospectus, Aditya Kelkar - Non-Executive Director entitled to basic gross amounting up to ₹ 5.20 million per annum. Compensation of Executive Director/ Compensation of Managing Directors The details of the Remuneration paid to our Executive Directors in the Fiscal 2025 is set out as below: Name of Director Designation Remuneration (₹ in million) Arun Purushottam Kelkar Chairman and Director Up to 14.77 Vikram Arun Kelkar* Managing Director Up to 21.65 Nikhil Arun Kelkar Joint Managing Director Up to 16.12 Subhash Purushottam Kelkar# Executive Director Up to11.07 *Vikram Arun Kelkar receives salary from Hexagon Nutrition (Exports) Private Limited and Hexagon Nutrition Limited Liability Company #Subhash Purushottam Kelkar receives salary from Hexagon Nutrition (International) Private Limited respectively. Remuneration paid or payable to our Directors from our Subsidiaries or Associate Companies Except as disclosed below, no remuneration has been paid to our Directors by any of our Subsidiaries in Fiscal 2025. 311Name of the Subsidiary Name of the Director Remuneration (in ₹ million) Hexagon Nutrition (Exports) Vikram Arun Kelkar Up to 19.71 Private Limited Hexagon Nutrition Limited Vikram Arun Kelkar Up to 1.94 Liability Company Hexagon Nutrition (International) Subhash Purushottam Kelkar Up to 11.10 Private Limited Hexagon Nutrition (Exports) Aditya Kelkar Up to 5.15 Private Limited Bonus or profit-sharing plan for the Directors As on the date of this Draft Red Herring Prospectus, there is no Bonus or profit-sharing plan for the Directors. Shareholding of our Directors Our Articles of Association do not require our Directors to hold any qualification shares. The details of shareholding of our Directors as on the date of this Draft Red Herring Prospectus is set out below: Sr. Name of the Shareholder Number of Equity Shares Percentage of the Equity No. Share capital (%) on fully diluted basis 1. A run Purushottam Kelkar 24,346,406 19.81 2. S ubhash Purushottam Kelkar 24,188,993 19.68 3. N ikhil Arun Kelkar 21,216,068 17.26 4. V ikram Arun Kelkar 25,945,044 21.11 5. A ditya Kelkar 1,526,092 1.24 Total 97,222,603 79.10 Arrangement or understanding with major Shareholders, customers, suppliers or others None of our Directors have been appointed on our Board or as member of Senior Management pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others. Service contracts with Directors As on the date of filing of this Draft Red Herring Prospectus, our Company has not entered into any service contracts with the Directors pursuant to which they are entitled to any benefits upon termination of employment. Contingent and/or deferred compensation payable to our Director As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to our Directors, which does not, form part of their remuneration. Borrowing Powers of our Board In accordance with the applicable provisions of the Companies Act and our Articles of Association and pursuant to our Board resolution and the special resolution passed by our shareholders dated February 27, 2024 and February 29, 2024, respectively, our Board is authorized to borrow from time to time any sum or sums of money, where the money / monies to be borrowed, together with the monies already borrowed by our Company (apart from temporary loans obtained from our Company’s bankers in the ordinary course of business) may exceed the aggregate of our Company’s paid-up share capital, free reserves and securities premium, but the total amount that may be borrowed by the Board and outstanding at any point of time shall not exceed ₹ 1,000 million. 312Interest of Directors Our Directors may be deemed to be interested to the extent of remuneration, sitting fees and reimbursement of expenses, if any, payable to them by our Company for attending meetings of our Board or committees thereof. Our Directors may be interested to the extent of Equity Shares, if any, held by them, or held by the entities in which they are associated as partners, or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees and any dividend and other distributions payable in respect of such Equity Shares. None of our Directors have availed any loan from our Company. No sum has been paid or agreed to be paid to our Directors or to firms or companies in which they may be members, in cash or shares or otherwise by any person either to induce him/ her to become, or to qualify him/ her as a Director, or otherwise for services rendered by him/ her or by such firm or company, in connection with the promotion or formation of our Company. Interest in land and property acquired or proposed to be acquired by our Company Our Directors do not have any interest in any property acquired or proposed to be acquired of our Company or by our Company except other than as disclosed in “Our Promoters and Promoter Group - Interest of our Promoters” on page 330. Interest in promotion or formation of our Company Except for our Promoters, Arun Purushottam Kelkar, Vikram Arun Kelkar, Nikhil Arun Kelkar and Subhash Purushottam Kelkar, none of the Directors have an interest in the promotion or formation of our Company. For further details is regarding our Promoters, see “Our Promoters and Promoter Group” on page 329. Business interest Except as stated in the sections titled “Restated Financial Statements – Note 39– Related Party Transactions” on page 388, our Directors do not have any other business interest in our Company. Confirmation None of our Directors is or was a director of any listed company whose shares have been or were suspended from being traded on any stock exchanges in India during the term of their directorship in such companies, in the last five years preceding the date of this Draft Red Herring Prospectus. None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchanges, during the term of their directorship in such Companies. None of our Directors have been declared as Wilful Defaulters. Neither our Company nor our Directors are declared as fugitive economic offenders as defined in Regulation 2(1)(p) of the SEBI ICDR Regulations and have not been declared as a ‘fugitive economic offender’ under Section 12 of the Fugitive Economic Offenders Act, 2018. None of our Directors are prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any other jurisdiction or any other authority/court. Additionally, none of our Directors are or were, associated with any other company which is debarred from accessing the capital market by the Securities and Exchange Board of India. Confirmation in relation to RBI Circular dated July 1, 2016 Neither our Company nor any of our Directors have been declared as Fraudulent Borrowers by RBI in terms of the RBI circular dated July 1, 2016. 313Changes in our Board during the last three years The changes in our Board of our Company during the last three years till the date of this Draft Red Herring Prospectus are set forth below. Name of Director Date of Change Nature of Event Reasons Meena Bipinchandra June 28, 2025 Change in designation to Re-appointed Mehta Independent Director Nimesh Pratap Shukla June 28, 2025 Change in designation to Re-appointed Independent Director Keval Mahendra Shah June 28, 2025 Change in designation to Re-appointed Independent Director Payal Yash Gaglani June 28, 2025 Change in designation to Re-appointed Independent Director Keval Mahendra Shah May 20, 2025 Appointment as an Additional Appointment Independent Director Payal Yash Gaglani May 20, 2025 Appointment as an Additional Appointment Independent Director Meena Bipinchandra March 5, 2025 Appointment as an Additional Appointment Mehta Independent Director Nimesh Pratap Shukla March 5, 2025 Appointment as an Additional Appointment Independent Director Avinash A Kenkare February 17, 2025 Resignation Due to exit of investor from the Company. Ashlesha Ashok Parchure December 6, 2024 Resignation Completion of term. Aparna Deepak Sakpal September 17, 2024 Change in designation to Re-appointed Independent Director Avinash A Kenkare June 12, 2024 Appointment as a Nominee Appointment Director Mayur Anand Sirdesai June 12, 2024 Resignation Nomination withdrawn by appointing authority Mayur Anand Sirdesai October 31, 2023 Appointment as a Non- Appointment Executive, Nominee Director Aparna Deepak Sakpal October 31, 2023 Appointment as an Additional Appointment Independent Director Aditya Kelkar August 1, 2023 Change in designation to Re-appointed Non-Executive Director Chandra Prakash Jain July 31, 2023 Resignation Due to personal and unavoidable circumstances Sunil Sudhakar Deshmukh March 6, 2023 Resignation Due to personal and unavoidable circumstances Neeraj Katare March 6, 2023 Resignation Due to personal and unavoidable circumstances Aparna Narendra Sharma February 6, 2023 Resignation Due to IPO plan postponed by the Company. Corporate Governance As on the date of this Draft Red Herring Prospectus, we have ten (10) Directors on our Board, comprising of one (1) Chairman and Executive Director, one (1) Managing Director, one (1) Joint Managing Director, one (1) Executive Director, one (1) Non-Executive Director and five (5) Independent Directors including three (3) women 314Independent Directors. The present composition of our Board of Directors and its committees are in accordance with the Companies Act, 2013, and SEBI Listing Regulations. The present composition of our Board and its committees is in accordance with the corporate governance requirements provided under the Companies Act, 2013 and the SEBI Listing Regulations in relation to the composition of our Board and constitution of committees thereof. Our Company undertakes to take all necessary steps to continue to comply with all applicable requirements of the SEBI Listing Regulations and the Companies Act. Board Committees Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI Listing Regulations: a) Audit Committee; b) Nomination and Remuneration Committee; c) Stakeholders Relationship Committee; d) Corporate Social Responsibility Committee; e) Risk Management Committee; f) IPO Committee Details of each of these committees are as follows: Audit Committee The Audit Committee was originally constituted by our Board at its meeting held on November 17, 2021, and was last reconstituted on May 20, 2025. The Audit Committee currently consists of: Name of the Director Position in the Committee Designation Aparna Deepak Sakpal Chairperson Independent Director Keval M. Shah Member Independent Director Payal Yash Gaglani Member Independent Director Further, the Company Secretary of our Company shall act as the secretary to the Audit Committee. The scope, functions and the terms of reference of the Audit Committee is in accordance with the Section 177 of the Companies Act, 2013 and Regulation 18 (3) Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule II Part C. The role of the audit committee shall include the following: 1. The Audit Committee shall have powers, which should include the following: a. To investigate any activity within its terms of reference; b. To seek information that it properly requires from any employee of the Company or any associate or subsidiary, joint venture Company in order to perform its duties and all employees are directed by the Board to co-operate with any request made by the Committee from such employees; c. To obtain outside legal or other professional advice; d. To secure attendance of outsiders with relevant expertise, if it considers necessary and to seek their advice, whenever required; e. To approve the disclosure of the Key Performance Indicators to be disclosed in the documents in relation to the initial public offer of the equity shares of the Company; and f. Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations. 3152. The role of the Audit Committee shall include the following: a. Oversight of the Company’s financial reporting process, examination of the financial statement and the auditors’ report thereon and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible; b. Recommendation to the Board for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of the Company and the fixation of audit fee; c. Approval of payments to statutory auditors for any other services rendered by the statutory auditors of the Company; d. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to: i. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of section 134(3)(c) of the Companies Act; ii. Changes, if any, in accounting policies and practices and reasons for the same; iii. Major accounting entries involving estimates based on the exercise of judgment by the management of the Company; iv. Significant adjustments made in the financial statements arising out of audit findings; v. Compliance with listing and other legal requirements relating to financial statements; vi. Disclosure of any related party transactions; and vii. modified opinion(s) in the draft audit report. e. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval; f. Monitoring the end use of funds raised through public offers and reviewing, with the management, the statement of uses/application of funds raised through an offer (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use/ application of the funds raised through the proposed initial public offer by the Company; g. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process; h. Formulating a policy on related party transactions, which shall include materiality of related party transactions and the definition of material modifications of related party transactions; i. Approval of any subsequent modifications of transactions of the Company with related parties and omnibus approval (in the manner specified under the SEBI Listing Regulations and Companies Act) for related party transactions proposed to be entered into by the Company. Provided that only those members of the committee, who are independent directors, shall approve related party transactions; Explanation: The term "related party transactions" shall have the same meaning as provided in Regulation 2(1)(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act. j. Approval of related party transactions to which the subsidiary of the Company is/are a party but the Company is not a party, if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover as per the last audited financial statements of the Company, subject to such other conditions prescribed under the SEBI Listing Regulations; k. Review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given; l. Scrutiny of inter-corporate loans and investments; m. Valuation of undertakings or assets of the company, wherever it is necessary; n. Evaluation of internal financial controls and risk management systems; o. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; p. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; q. Discussion with internal auditors of any significant findings and follow up there on; r. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature 316and reporting the matter to the Board; s. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; t. Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; u. Reviewing the functioning of the whistle blower mechanism; v. Approval of the appointment of the Chief Financial Officer of the Company (“CFO”) (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc., of the candidate; w. To formulate, review and make recommendations to the Board to amend the Audit Committee’s terms of reference from time to time; x. Overseeing a vigil mechanism established by the Company, providing for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee for directors and employees to report their genuine concerns or grievances; y. Reviewing the utilization of loans and/or advances from/investment by the Company in the subsidiary exceeding rupees ₹ 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments; z. Considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; aa. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; and bb. Carrying out any other functions and roles as provided under the Companies Act, the SEBI Listing Regulations, each as amended and other applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties. 3. The Audit Committee shall mandatorily review the following information: a. Management discussion and analysis of financial condition and results of operations; b. Management letters/letters of internal control weaknesses issued by the statutory auditors of the Company; c. Internal audit reports relating to internal control weaknesses; d. Review of financial statements, specifically, for investments made by any unlisted subsidiary; e. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee; f. Statement of deviations: i. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; and ii. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.” 4. To carry out such other functions as may be specifically referred to the Committee by the Board of Directors and/or other Committees of Directors of the Company; and 5. To make available its terms of reference and review periodically those terms of reference and its own effectiveness and recommend any necessary changes to the Board. Nomination and Remuneration Committee: The Nomination and Remuneration Committee was originally constituted by our Board at its meeting held on November 17, 2021, and was last reconstituted on May 20, 2025. Name of the Director Position in the Committee Designation Aparna Deepak Sakpal Chairperson Independent Director Arun Purushottam Kelkar Member Chairperson and Executive Director Keval Mahendra Shah Member Independent Director Nimesh Pratap Shukla Member Independent Director 317The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of reference of Nomination and Remuneration Committee shall include the following: (1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees The Nomination and Remuneration Committee, while formulating the above policy, should ensure that: a. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and; c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates. (2) Formulation of criteria for evaluation of performance of independent directors and the Board; (3) Devising a policy on diversity of board of directors; (4) Identifying persons who are qualified to become directors of the Company and who may be appointed as senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal; (5) Analysing, monitoring and reviewing various human resource and compensation matters; (6) Determining the Company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors; (7) Recommending the remuneration, in whatever form, payable to the senior management and other staff (as deemed necessary); (8) Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; (9) Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; (10) Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (11) Administering, monitoring and formulating the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the applicable laws: a. Determining the eligibility of employees to participate under the ESOP Scheme; b. Determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate; c. Date of grant; d. Determining the exercise price of the option under the ESOP Scheme; e. The conditions under which option may vest in employee and may lapse in case of termination of employment for misconduct; f. The exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period; g. The specified time period within which the employee shall exercise the vested option in the event of termination or resignation of an employee; 318h. The right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period; i. Re-pricing of the options which are not exercised, whether or not they have been vested if stock option rendered unattractive due to fall in the market price of the equity shares; j. The grant, vest and exercise of option in case of employees who are on long leave; k. Allow exercise of unvested options on such terms and conditions as it may deem fit; l. Formulate the procedure for funding the exercise of options; m. The procedure for cashless exercise of options; (12) Forfeiture/ cancellation of options granted; (13) Formulate the procedure for buy-back of specified securities issued under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, if to be undertaken at any time by the Company, and the applicable terms and conditions, including: a. permissible sources of financing for buy-back; b. any minimum financial thresholds to be maintained by the Company as per its last financial statements; and c. limits upon quantum of specified securities that the Company may buy-back in a financial year. (14) Formulating and implementing the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger, sale of division and others. In this regard following shall be taken into consideration: a. the number and the price of stock option shall be adjusted in a manner such that total value of the option to the employee remains the same after the corporate action; b. for this purpose, global best practices in this area including the procedures followed by the derivative markets in India and abroad may be considered; and c. the vesting period and the life of the option shall be left unaltered as far as possible to protect the rights of the employee who is granted such option. (15) Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Scheme; (16) Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including: a. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, as amended; and c. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by the Company and its employees, as applicable. (17) Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee; and (18) Such terms of reference as may be prescribed under the Companies Act, SEBI Listing Regulations and other applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties. Stakeholders’ Relationship Committee The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated November 17, 2021 and reconstituted on May 20, 2025. The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. The Stakeholders’ Relationship Committee currently consists of: 319Name of the Director Position in the Committee Designation Aparna Deepak Sakpal Chairperson Independent Director Arun Purushottam Kelkar Member Chairperson and Executive Director Meena Bipinchandra Mehta Member Independent Director Role of Stakeholders’ Committee The role of Stakeholder Relationship Committee, together with its powers, is as follows: (1) Redressal of all security holders’ and investors’ grievances such as complaints related to transfer/transmission of shares, including non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures, non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports, general meetings etc., and assisting with quarterly reporting of such complaints; (2) Reviewing of measures taken for effective exercise of voting rights by shareholders; (3) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities; (4) Giving effect to all allotments, transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/ consolidated/new share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time; (5) Reviewing the measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company; (6) Reviewing the adherence to the service standards by the Company with respect to various services rendered by the registrar and transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services; (7) Considering and specifically looking into various aspects of interest of shareholders, debenture holders or holders of any other securities; (8) Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time; (9) To further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s) or agent(s); (10) To authorise affixation of common seal of the Company; and (11) Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority. Corporate Social Responsibility Committee The CSR Committee was constituted by a resolution of our Board dated November 17, 2021 and reconstituted on May 20, 2025. The current constitution of the CSR Committee is as follows: Name of the Director Position in the Committee Designation Arun Purushottam Kelkar Chairperson Chairperson and Executive Director Vikram Arun Kelkar Member Managing Director Meena Bipinchandra Mehta Member Independent Director The terms of reference of the Corporate Social Responsibility Committee shall include the following: 1. To formulate and recommend to the board, a corporate social responsibility policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act and the rules made thereunder, monitor the implementation of the same from time to time and make any revisions therein as and when decided by the Board; 2. To identify corporate social responsibility policy partners and corporate social responsibility policy programmes; 3203. To review and recommend the amount of expenditure to be incurred for the corporate social responsibility activities and the distribution of the same to various corporate social responsibility programmes undertaken by the Company; 4. To formulate and recommend to the Board, an annual action plan in pursuance to the Corporate Social Responsibility Policy, which shall include the following, namely: a. the list of Corporate Social Responsibility projects or programmes that are approved to be undertaken in areas or subjects specified in the Schedule VII of the Companies Act, 2013; b. the manner of execution of such projects or programmes as specified in Rule 4 of the Companies (Corporate Social Responsibility Policy) Rules, 2014; c. the modalities of utilization of funds and implementation schedules for the projects or programmes; d. monitoring and reporting mechanism for the projects or programmes; and e. details of need and impact assessment, if any, for the projects undertaken by the company. Provided that the Board may alter such plan at any time during the financial year, as per the recommendations of the Corporate Social Responsibility Committee, based on the reasonable justification to that effect. 5. To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities; 6. To review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes; and 7. To perform such other duties and functions as the Board may require the corporate social responsibility committee to undertake to promote the corporate social responsibility activities of the Company and exercise such other powers as may be conferred upon the CSR Committee in terms of the provisions of Section 135 of the Companies Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 or other applicable law. Risk Management Committee The Risk Management Committee was constituted by a resolution of our Board dated November 17, 2021 and re- constituted on May 20, 2025. The current constitution of Risk Management Committee are as follows: Name of the Director Position in the Committee Designation Aparna Deepak Sakpal Chairperson Independent Director Vikram Arun Kelkar Member Managing Director Nikhil Arun Kelkar Member Joint Managing Director The terms of reference of the Risk Management Committee shall include the following: 1. To formulate a detailed risk management policy which shall include: • framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, Environmental, Social and Governance (ESG) related risks), information, cyber security risks or any other risk as may be determined by the Committee; • Measures for risk mitigation including systems and processes for internal control of identified risks; and • Business continuity plan. 2. To approve major decisions affecting the risk profile or exposure and give appropriate directions; 3. To consider the effectiveness of decision making process in crisis and emergency situations; 4. To balance risks and opportunities; 5. To generally, assist the Board in the execution of its responsibility for the governance of risk; 6. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company; 7. To review and recommend potential risk involved in any new business plans and processes; 8. To review the Company’s risk-reward performance to align with the Company’s overall policy 321objectives; 9. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems; 10. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity; 11. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken; 12. The appointment, removal and terms of remuneration of the Chief Risk Officer shall be subject to review by the Risk Management Committee. 13. To seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary. 14. Laying down risk assessment and minimization procedures and the procedures to inform Board of the same; 15. Framing, implementing, reviewing and monitoring the risk management plan for the Company and such other functions, including cyber security; and 16. Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be attended to by the Risk Management Committee or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties. IPO Committee The IPO Committee was constituted by a resolution of our Board dated November 17, 2021 and re-constituted on May 20, 2025. The current constitution of IPO Committee are as follows: Name of the Director Position in the Committee Designation Arun Purushottam Kelkar Chairperson Chairman and Executive Director Vikram Arun Kelkar Member Managing Director Nikhil Arun Kelkar Member Joint Managing Director Soman Nemai Jana Member Chief Financial Officer Vedanti Swapnil Vartak Member Company Secretary and Compliance Officer The terms of reference of the IPO Committee shall include the following: 1. to decide in consultation with the BRLMs the actual size of the Offer and taking on record the number of equity shares, having face value of ₹ 1 per equity share (the “Equity Shares”), and/or reservation on a competitive basis, and/or any rounding off in the event of any oversubscription and/or any discount to be offered to retail individual bidders or eligible employees participating in the Offer and all the terms and conditions of the Offer, including without limitation timing, opening and closing dates of the Offer, price band, allocation/allotment to eligible persons pursuant to the Offer, including any anchor investors, and to accept any amendments, modifications, variations or alterations thereto; 2. to appoint, instruct and enter into agreements with the BRLMs, and in consultation with BRLMs appoint and enter into agreements with intermediaries, co-managers, underwriters, syndicate members, brokers, escrow collection bankers, auditors, independent chartered accountants, refund bankers, registrar, grading agency, monitoring agency, industry expert, legal counsels, depositories, custodians, credit rating agencies, printers, advertising agency(ies), and any other agencies or persons (including any successors or replacements thereof) whose appointment is required in relation to the Offer and to negotiate and finalise the terms of their appointment, including but not limited to execution of the mandate letters and Offer agreement with the BRLMs, and the underwriting agreement with the underwriters, and to terminate agreements or arrangements with such intermediaries; 3. to make any alteration, addition or variation in relation to the Offer, in consultation with the BRLMs or SEBI or such other authorities as may be required, and without prejudice to the generality of the aforesaid, deciding the exact Offer structure and the exact component of issue of Equity Shares; 4. to finalise, settle, approve, adopt and arrange for submission of the draft red herring prospectus (“DRHP”), the red herring prospectus (“RHP”), the Prospectus and any amendments, supplements, notices, clarifications, reply to observations, addenda or corrigenda thereto, to appropriate government and regulatory authorities, respective stock exchanges where the Equity Shares are proposed to be listed 322(“Stock Exchanges”), the Registrar of Companies, Maharashtra at Mumbai (“Registrar of Companies”), institutions or bodies; 5. To accept and appropriate the proceeds of the Offer in accordance with applicable laws; 6. to issue advertisements in such newspapers and other media as it may deem fit and proper, in consultation with the relevant intermediaries appointed for the Offer in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), Companies Act, 2013, as amended and other applicable laws; 7. to decide the total number of Equity Shares to be reserved for allocation to eligible categories of investors, if any, and on permitting existing shareholders to sell any Equity Shares held by them; 8. to open separate escrow accounts as the escrow account to receive application monies from anchor investors/underwriters in respect of the bid amounts and a bank account as the refund account for handling refunds in relation to the Offer and in respect of which a refund, if any will be made; 9. to open account with the bankers to the Offer to receive application monies in relation to the Offer in terms of Section 40(3) of the Companies Act, 2013, as amended; 10. To do all such deeds and acts as may be required to dematerialise the Equity Shares and to sign and/or modify, as the case may be, agreements and/or such other documents as may be required with the Central Depository Services (India) Limited, registrar and transfer agents and such other agencies, as may be required in this connection, with power to authorise one or more officers of the Company to execute all or any such documents; 11. to negotiate, finalise, sign, execute and deliver or arrange the delivery of the Offer agreement, syndicate agreement, cash escrow and sponsor bank agreement, underwriting agreement, agreements with the registrar to the Offer, monitoring agency and the advertising agency(ies)and all other agreements, documents, deeds, memorandum of understanding and other instruments whatsoever with the registrar to the Offer, monitoring agency, legal advisor, auditors, Stock Exchanges, BRLMs and other agencies/ intermediaries in connection with Offer with the power to authorise one or more officers of the Company to execute all or any of the aforesaid documents; 12. to make any applications, seek clarifications, obtain approvals and seek exemptions, if necessary, from the Stock Exchange, the Securities and Exchange Board of India (“SEBI”),the Reserve Bank of India (“RBI”), Registrar of Companies and such other statutory and governmental authorities in connection with the Offer, as required by applicable law, and to accept, on behalf of the Board, such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, exemptions, permissions and sanctions as may be required, and wherever necessary, incorporate such modifications / amendments as may be required in the DRHP, RHP and the Prospectus; 13. to make in-principle and final applications for listing and trading of the Equity Shares on one or more stock exchanges, to execute and to deliver or arrange the delivery of the equity listing agreement(s) or equivalent documentation to the Stock Exchanges and to take all such other actions as may be necessary in connection with obtaining such listing; 14. to determine and finalise, in consultation with the BRLMs, the price band for the Offer and minimum bid lot for the purpose of bidding, any revision to the price band and the final Offer price after bid closure, and to finalise the basis of allocation and to allot the Equity Shares to the successful allottees and credit Equity Shares to the demat accounts of the successful allottees in accordance with applicable laws and undertake other matters in connection with or incidental to the Offer, including determining the anchor investor portion, in accordance with the SEBI ICDR Regulations; 15. to issue receipts/allotment advice/confirmation of allocation notes either in physical or electronic mode representing the underlying Equity Shares in the capital of the Company with such features and attributes as may be required and to provide for the tradability and free transferability thereof as per market practices and regulations, including listing on one or more stock exchange(s), with power to authorise one or more officers of the Company to sign all or any of the aforementioned documents; 16. to approve the code of conduct, suitable insider trading policy, whistle blower/vigil mechanism policy, risk management policy and other corporate governance requirements considered necessary by the Board or the IPO Committee or as required under applicable law; 17. to seek, if required, the consent and waivers of the parties with whom the Company has entered into various commercial and other agreements such as Company’s lenders, joint venture partners, all concerned governmental and regulatory authorities in India or outside India, and any other consents that may be required in connection with the Offer in accordance with the applicable laws; 18. to determine the price at which the Equity Shares are offered, issued, allocated, transferred and/or allotted to investors in the Offer in accordance with applicable regulations in consultation with the BRLMs and/or any other advisors, and determine the discount, if any, proposed to be offered to eligible categories of 323investors; 19. to settle all questions, difficulties or doubts that may arise in relation to the Offer, as it may in its absolute discretion deem fit; 20. to do all acts and deeds, and execute all documents, agreements, forms, certificates, undertakings, letters and instruments as may be necessary for the purpose of or in connection with the Offer; 21. to authorise and approve the incurring of expenditure and payment of fees, commissions, brokerage and remuneration in connection with the Offer; 22. to withdraw the DRHP or RHP or to decide not to proceed with the Offer at any stage, in consultation with the BRLMs and in accordance with the SEBI ICDR Regulations and applicable laws; 23. to submit undertaking/certificates or provide clarifications to the SEBI, Registrar of Companies and the relevant stock exchange(s) where the Equity Shares are to be listed; and 24. to authorise and empower officers of the Company (each, an “Authorised Officer(s)”), for and on behalf of the Company, to execute and deliver, on a several basis, any agreements and arrangements as well as amendments or supplements thereto that the Authorised Officer(s) consider necessary, appropriate or advisable, in connection with the Offer, including, without limitation, engagement letter(s), memoranda of understanding, the listing agreement(s) with the stock exchange(s), the registrar’s agreement and memorandum of understanding, the depositories’ agreements, the Offer agreement with the BRLMs (and other entities as appropriate), the underwriting agreement, the syndicate agreement with the BRLMs and syndicate members, the cash escrow and sponsor bank agreement, confirmation of allocation notes, allotment advice, placement agents, registrar to the Offer, bankers to the Company, managers, underwriters, escrow agents, accountants, auditors, legal counsel, depositories, advertising agency(ies),syndicate members, brokers, escrow collection bankers, auditors, grading agency, monitoring agency and all such persons or agencies as may be involved in or concerned with the Offer, if any, and to make payments to or remunerate by way of fees, commission, brokerage or the like or reimburse expenses incurred in connection with the Offer by the BRLMs and to do or cause to be done any and all such acts or things that the Authorised Officer(s) may deem necessary, appropriate or desirable in order to carry out the purpose and intent of the foregoing resolutions for the Offer; and any such agreements or documents so executed and delivered and acts and things done by any such Authorised Officer(s) shall be conclusive evidence of the authority of the Authorised Officer and the Company in so doing. Management Organization Structure 324Key Managerial Personnel and Senior Management Key Managerial Personnel Other than Vikram Arun Kelkar, Managing Director and Nikhil Arun Kelkar, Joint Managing Director, whose details are provided hereinabove, the details of our Key Managerial Personnel, as on the date of this Draft Red Herring Prospectus are set forth below. Vedanti Swapnil Vartak is the Company Secretary and Compliance Officer of our Company and has been associated with the company since June 5, 2023 and appointed as company secretary and compliance officer of the company on June 28, 2023. She has completed her degree in Bachelor of Commerce from the University of Mumbai. She has also completed her degree in Bachelor of Laws from the University of Mumbai. She is a qualified Company Secretary and also an associate member from the Institute of Company Secretaries of India. She has over 9 years of experience in the field of secretarial compliance. She received a actual remuneration of. ₹ 0.86 million in Fiscal 2025. Soman Nemai Jana is the Chief Financial Officer of our Company and has been associated with our Company since September 3, 2012. He has completed his degree in Bachelor of Commerce from the University of Mumbai and post graduate Diploma in Financial Management from NMIMS Global and Lean Six Sigma Green Belt from VarSigma Exemplar Global. He is also a qualified Chartered Accountant from the Institute of Chartered Accountants of India. He has over 12 years of experience in the field of Finance. He received a actual remuneration of ₹ 3.90 million in Fiscal 2025. Senior Management In addition to the Chief Financial Officer and the Company Secretary and Compliance Officer of our Company, whose details are provided in "Our Management – Key Managerial Personnel" on page 325, the details of our other Senior Management are set out below: Harmeet Satwant Juss is the Chief Supply Chain Officer of our Company and has been associated with the company since April 01, 2023. He has completed his Provisional Diploma in Material Management from the Prin. L.N Welingkar Institute of Management Development & Research, Mumbai. He was previously associated with Marksons Pharma Limited as Head – Procurement and Project Management, Wallace Pharmaceuticals Private Limited as General Manager – Purchase and Cachet Pharmaceuticals Private Limited as Manager Purchase. He has over 30 years of experience in the field of procurement, supply and project management. He received actual remuneration of ₹5.30 million in Fiscal 2025. Yashwant Mukund Bhaid is the Chief Human Resource Officer - Human Resource and Admin of our Company and has been associated with the company since September 9, 2019 as a Vice President of Human Resource and later appointed as Chief Human Resource Officer on April 1, 2024. He has also completed his degree in Bachelor of Engineering (Electronics) from the Amaravati University. He has over 11 years of experience in the field of Human Resource. Prior to joining our Company, he was previously associated with organisations such as TCE Consulting Engineers Limited, Mahindra and Mahindra Limited, Wanbury Limited and Tata Johnson Control Automotive Ltd, etc. He has received actual remuneration of ₹ 5.96 million in Fiscal 2025. Sawant Raghunath Dattaram is the General Manager Operations and Corporate Quality department of our Company and has been associated with the company since July 20, 2022. He holds a Diploma in Food Technology from Maharashtra State Board of Technical Education. He has over 17 years of experience in Quality and Assurance, Regulatory and Operations. He was previous associated with Chitale Sweet and Snacks Private Limited, Godrej and Boyce Manufacturing Company Limited and Parle Agro Private Limited. He has received actual remuneration of ₹ 3.84 million in Fiscal 2025. Samir Prakash Laud is the General Manager in Sales and Marketing (Premix Domestic – B2B2C) of our Company and has been associated with the company since May 4, 2022. He has completed his degree in Master of Marketing Management from the University of Mumbai. He has over 21 years of experience in the field of sales and marketing in FMCG industry. He has been previously associated with Zydus Wellness Products Limited, Ballarpur Industries Limited and Agro Tech Foods Limited. He has received actual remuneration of ₹ 4.52 million in Fiscal 2025. He is also eligible for performance based incentive. 325Rahul Jain is the General Manager in Sales and Marketing (International Premix) of our Company and has been associated with the company since November 4, 2014. He holds a provisional certificate in Information Technology Engineering from University of Rajasthan. He has over 12 years of experience in international sales and marketing of premix. Previously, he was associated with Toyop Relief Private Limited as Senior Manager Exports Marketing. He has received a actual remuneration of ₹ 4.35 million in Fiscal 2025 including performance based incentive. Devendra Mehta is the General Manager in Information Technology of our Company and has been associated with the company since November 06, 2023. He holds a degree in Bachelor of Science from the University of Jodhpur and a Diploma in Computer Studies from the National Centre For Information Technology, United Kingdom. He has over 32 years of experience in Information Technology. He has received a actual remuneration of ₹3.21 million in Fiscal 2025. Satya Sai Eshwar Arigala is the Vice President in Sales and Marketing (Brand Domestic - B2C) of our Company and has been associated with the company since June 18, 2024. He holds a degree in Bachelor of Science from University of Delhi, a certificate of completion of Executive Programme in Business Management from Indian Institute of Management, Calcutta and a certificate of participation in Management Development Programme on Interpersonal Effectiveness and Leadership Experience. He has over 15 years of experience in Sales and Marketing. He was previously associated with Sanofi and Cipla Limited. He has received a gross remuneration of ₹ 4.02 million in Fiscal 2025. He is also eligible for performance-based incentive. Service Contracts with Key Managerial Personnel and Senior Management No Key Managerial Personnel and Senior Management has entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment. Interest of Key Managerial Personnel and Senior Management For details of the interest of our Managing Director in our Company, see "Our Management – Interest of Directors" on page 313. Other than to the extent of the remuneration, benefits, interest of receiving dividends on the Equity Shares, reimbursement of expenses incurred in the ordinary course of business, our Key Managerial Personnel and Senior Management have no other interest in the equity share capital of the Company. No loans have been availed by our Key Managerial Personnel and Senior Management from our Company as on the date of this Draft Red Herring Prospectus. Relationship amongst Key Managerial Personnel and Senior Management Except as disclosed in the "Our Management - Relationship between Directors and Key Managerial Personnel or Senior Management", none of our Key Managerial Personnel and Senior Management are related to each other. Arrangements and understanding with major Shareholders, customers, suppliers or others, pursuant to which any of the Key Managerial Personnel or Senior Management, was selected as key managerial personnel or senior management None of our Key Managerial Personnel and Senior Management have been appointed pursuant to any arrangement or understanding with our major Shareholders, customers, suppliers or others. Payment or benefit to officers of our Company (non-salary related) No non-salary related amount or benefit has been paid or given to any officer of our Company including Key Managerial Personnel or Senior Management within the three years preceding the date of filing of this Draft Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their employment. 326Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to any of our Key Managerial Personnel and Senior Management. Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management Except for the latest annual performance bonus policy effective from March 30, 2021, our Company has no profit- sharing plan in which the Key Managerial Personnel participate. Status of Key Managerial Personnel and Senior Management All our Key Managerial Personnel and Senior Management are permanent employees of our Company. Shareholding of Key Managerial Personnel and Senior Management Except as stated below, none of our Key Managerial Personnel (excluding our Directors) and Senior Management hold any Equity Shares of our Company, as on the date of filing of this Draft Red Herring Prospectus: Sr. No. Name of the KMP/SM No. of Shares held Percentage of Pre-Offer Equity Share Capital 1. Soman Nemai Jana (KMP) 30,000 0.03 2. Yashwant Mukund Bhaid (SM) 50,000 0.05 3. Rahul Jain (SM) 10,000 0.01 Changes in Key Managerial Personnel and Senior Management during the last three years The changes in our Key Managerial Personnel and Senior Management during the last three years till the date of this Draft Red Herring Prospectus are set forth below. Name of KMP/SM Date Nature of Event Samir Prakash Laud June 27, 2025 Designated as General Manager – Sales and Marketing (Domestic Premix) Rahul Jain June 27, 2025 Designated as General Manager – Sales and Marketing (International Premix) Sawant Raghunath June 27, 2025 Designated as General Manager Operations and Dattaram Corporate Quality Devendra Mehta June 27, 2025 Designated as General Manager in Information Technology Satya Sai Eshwar Arigala June 27, 2025 Designated as Vice President – Sales and Marketing Harmeet Satwant Juss June 27, 2025 Designated as Chief Supply Chain Officer Arun Om Lal June 23, 2024 Retirement Soman Nemai Jana June 12, 2024 Appointment as Chief Financial Officer Yashwant Mukund Bhaid April 1, 2024 Designated as Chief Human Resource Officer – Human Resource and Admin Guman Mal Jain December 14, 2023 Resignation as the Chief Financial Officer Vedanti Swapnil Vartak June 28, 2023 Appointment as Company Secretary and Compliance Officer. Amit Kataria March 31, 2023 Resignation as Chief Operating Officer Poonam Sharma February 23, 2023 Resignation as Company Secretary Attrition of Key Managerial Personnel and Senior Management The average attrition of Key Managerial Personnel and Senior Management is high in our Company. For further details, on the attrition rate of Key Managerial Personnel and Senior Management, see “Risk Factor – 36 - The attrition rate for our Company’s employees for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 34.48%, 35.73% and 62.54%, respectively. High or increased attrition rate among our workforce could adversely affect our operational efficiency and business performance.” on page 72. 327Employee Stock Options and Stock Purchase Schemes Except as mentioned below, there are no other Employee Stock Options and Stock Purchase Schemes as on the date of this Draft Red Herring Prospectus: Our Company implemented the ESOP 2018 Scheme (“Scheme”), approved by the Board and Shareholders on December 22, 2017, in compliance with the Companies Act, 2013. Under the scheme, 990,000 options were granted, and 742,500 equity shares were allotted upon exercise. The remaining 247,500 unvested options were cancelled following the Board’s approval dated March 30, 2023 to terminate the scheme. The termination does not affect rights related to already allotted shares or vested options. The scheme was implemented and closed in accordance with applicable laws and the ESOP Agreement 328OUR PROMOTERS AND PROMOTER GROUP OUR PROMOTERS Arun Purushottam Kelkar, Subhash Purushottam Kelkar, Vikram Arun Kelkar and Nikhil Arun Kelkar, are the Promoters of our Company. As on the date of this Draft Red Herring Prospectus, our Promoters hold in aggregate 95,696,511 Equity Shares, which constitutes 77.86% of the issued, subscribed and paid-up share capital of our Company, on a fully diluted basis. Further, none of our Promoters hold any preference shares in our Company. For details on shareholding of our Promoters in our Company, see “Capital Structure - Build-up of Promoter’s shareholding in our Company” on page 129. Further, for details on shareholding of the members of our Promoter Group in our Company, see “Capital Structure -Shareholding of our Promoters and member of our Promoter Group” on page 135. For further details, see “Capital Structure – The aggregate shareholding of the Promoters and Promoter group” on page 135. The details of our Promoters are as under: Arun Purushottam Kelkar Arun Purushottam Kelkar, aged 75 years is the Chairman and Executive Director of our Company. He is an Indian national. For details of his educational qualifications, residential address, date of birth, experience, positions and posts held in the past, other directorships and interest in other entities, business, financial activities and special achievements, see “Our Management” on page 305. Other than the entities forming part of the Group Companies and Promoter Group, Arun Purushottam Kelkar is not involved in any other ventures. His permanent account number is AABPK1878P Subhash Purushottam Kelkar Subhash Purushottam Kelkar, aged 65 years, is the Executive Director of our Company. He is an Indian national. For details of his educational qualifications, residential address, date of birth, experience, positions and posts held in the past, other directorships and interest in other entities, business, financial activities and special achievements, see “Our Management” on page 305. Other than the entities forming part of the Group Companies and Promoter Group, Subhash Purushottam Kelkar is not involved in other ventures. His permanent account number is AHAPK5876F 329Vikram Arun Kelkar Vikram Arun Kelkar, aged 43 years is the Managing Director of our Company. He is an Indian national. For details of his educational qualifications, residential address, date of birth, experience, positions and posts held in the past, other directorships and interest in other entities, business, financial activities and special achievements, see “Our Management” on page 305. Other than the entities forming part of the Group Companies and Promoter Group, Vikram Arun Kelkar is not involved in other ventures. His permanent account number is ANVPK0266A Nikhil Arun Kelkar Nikhil Arun Kelkar, aged 46 years is the Joint Managing Director of our Company. He is an Indian national. For details of his educational qualifications, residential address, date of birth, experience, positions and posts held in the past, other directorships and interest in other entities, business, financial activities and special achievements, see “Our Management” on page 305. Other than the entities forming part of the Group Companies and Promoter Group, Nikhil Arun Kelkar is not involved in other ventures. His permanent account number is AGYPK7281K Confirmations and Undertakings We confirm that the Permanent Account Number, Bank Account number, Passport number and Aadhaar card number of our Promoters and driving license number of our Promoters i.e.Arun Purushottam Kelkar, Subhash Purushottam Kelkar, Vikram Arun Kelkar and Nikhil Arun Kelkar, have been submitted to the Stock Exchange(s) at the time of filing of this Draft Red Herring Prospectus. Change in Control of our Company There has not been any change in the control of our Company in the five years immediately preceding the date of this Draft Red Herring Prospectus. Experience of our Promoter in the business of our Company Our Promoters have adequate experience in the industry in which our Company conducts its business. For further details please see “Our Management – Brief profiles of our Directors” on page 309. Interest of our Promoters (i) Our Promoters are interested in our Company (a) to the extent that they have promoted our Company; (b) to the extent of their shareholding in our Company and the shareholding of their relatives in our Company, for details, see “Capital Structure” on page 115; (c) to the extent of the dividends payable, if any, upon such shareholding and any other distributions in respect of their shareholding in our Company or the shareholding of their relatives; (d) to the extent of their directorship in our Company; and (e) to the extent of the remuneration and commissions drawn by our Promoters in their capacity as Directors of the Company and remuneration and commissions drawn by the relatives of our Promoters. Additionally, our Promoters may be interested in transactions entered into or to be entered into by our Company with them, their relatives or other entities (a) in which our Promoters are members or hold shares; or (b) which are controlled by our Promoters. For further details, please see “Restated Financial 330Information – Notes to Restated Financial Statements - Note 39 - Related Party Disclosures” on page 337. (ii) Our Promoters, Arun Purushottam Kelkar, Subhash Purushottam Kelkar, Vikram Arun Kelkar and Nikhil Arun Kelkar are also interested in our Company as Directors and may be deemed to be interested in the remuneration and benefits payable to them and reimbursement of expenses incurred by them in their capacity as Directors of our Company. For further details, please see “Our Management” on page 305 and “Restated Financial Statements - Notes to Restated Financial Statements - Note 39 - Related Party Disclosures” on page 337. For further details, please see “Our Management” on page 305. (iii) Our Promoters have given personal guarantees towards financial facilities availed by our Company from some of its lenders, therefore, they are interested to the extent of the said guarantees. For further information, please see “Financial Indebtedness” on page 415 and “Restated Financial Statements” on page 337. (iv) None of our Promoters have any interest in any properties acquired by our Company during the three (3) years preceding the date of this Draft Red Herring Prospectus, or proposed to be acquired by it, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery: For further details, please see “Our Business – Property” on page 269. (v) No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which any of our Promoters are interested as a member, in cash or shares or otherwise by any person either to induce any of our Promoters to become or qualify them as a director, or otherwise for services rendered by our Promoters or by such firm or company in connection with the promotion or formation of our Company. (vi) None of our Promoters or natural persons forming part of the Promoter Group are persons appearing in the list of directors of struck-off companies by the respective Registrar of Companies or the MCA. (vii) Payment or benefits to our Promoters or our Promoter Group Except in the ordinary course of business, there has been no payment or benefits given by our Company to our Promoters or the members of our Promoter Group during the two (2) years preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefits to our Promoters or members of our Promoter group, other than in ordinary course of business as on the date of this Draft Red Herring Prospectus. For further details, please see “Our Management” on page 305 and “Restated Financial Statements – Notes to Restated Financial Statements - Note 39 - Related Party Transactions” on page 388. Other Confirmations As on the date of this Draft Red Herring Prospectus, our Promoters and members of our Promoter Group are not prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any jurisdiction or any other authority / court. Our Promoters are not a promoter of any other company which is debarred from accessing the capital market by SEBI. Our Promoters have not been identified as wilful defaulters or as fraudulent borrowers under the SEBI ICDR Regulations. Our Promoters have not been declared as fugitive economic offenders under section 12 of the Fugitive Economic Offenders Act, 2018, as amended. There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of the Company) and the Company, its Promoters and its Promoter Group. There is no conflict of interest between the lessor of immovable properties and the Company, its Promoters, and 331its Promoter Group. Compliance with the Companies (Significant Beneficial Owners) Rules, 2018 and amendments thereof Our Promoters and members of our Promoter Group are in compliance with the Companies (Significant Beneficial Ownership) Rules, 2018, as amended, to the extent applicable to them, as on the date of this Draft Red Herring Prospectus. Material guarantees given to third parties by the Promoters with respect to specified securities of the Company Other than the guarantees provided by our Promoters in relation to certain loans availed by our Company as and when required, our Promoters have not given any material guarantees to any third parties with respect to the Equity Shares as on the date of this Draft Red Herring Prospectus. Details of companies / firms from which our Promoters have disassociated None of our Promoters have disassociated themselves from any other company or firms in the 3 (three) years preceding the date of this Draft Red Herring Prospectus: Our Promoter Group Persons constituting the Promoter Group (other than our Promoters) of our Company in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations 2018 are set out below: Natural persons forming part of our Promoter Group (other than our Promoters): Sr. No. Name of Individuals Relationships Arun Purushottam Kelkar 1. Anuradha Arun Kelkar Spouse 2. Sanjvani S Dhopeshwarkar Sister 3. Subhash Purushottam Kelkar Brother 4. Nikhil Arun Kelkar Son 5. Vikram Arun Kelkar Son 6. Sulabha Madhukar Athavale Spouse’s Mother 7. Vaishali P Pendharkar Spouse’s Sister 8. Pradeep Madhukar Athavale Spouse’s Brother Subhash Purushottam Kelkar 1. Nutan Subhash Kelkar Spouse 2. Sanjvani Dhopeshwarkar Sister 3. Arun Purushottam Kelkar Brother 4. Aditya Kelkar Son 5. Nileema Vishwas Gadgil Spouse’s Sister 6. Nishant M Gokhale Spouse’s Brother Nikhil Arun Kelkar 1. Darshika Nikhil Kelkar Spouse 2. Arun Purushottam Kelkar Father 3. Anuradha Arun Kelkar Mother 4. Vikram Arun Kelkar Brother 5. Pratham Nikhil Kelkar Son 6. Manilal Gada Spouse’s Father 7. Manjula Gada Spouse’s Mother 8. Dipti Shah Spouse’s Sister Vikram Arun Kelkar 1. Preeti Vikram Kelkar Spouse 2. Arun Purushottam Kelkar Father 332Sr. No. Name of Individuals Relationships 3. Anuradha Arun Kelkar Mother 4. Nikhil Arun Kelkar Brother 5. Hurshvardhan Kelkar Son 6. Sudarshan Kelkar Son 7. Uttam Ramsukh Mali Spouse’s Father 8. Mamta Uttam Mali Spouse’s Mother 9. Ujjwal Uttam Mali Spouse’s Brother Entities forming part of our Promoter Group: Sr. No. Name of entities Nature 1. Arun Kelkar (HUF) HUF 2. Shashin Jitendra Shah (HUF) HUF 3. Sunrise Nutrition Private Limited Company 4. M/s Smileco Dental Boutique Proprietorship 5. Addinsu International Private Limited Company 6. Trade Plus Proprietorship 7. Bharatvarsh Culture and Arts Foundation Company 333OUR GROUP COMPANIES As per the SEBI ICDR Regulations, the term ‘group companies’, for the purpose of identification and disclosure in the Offer Documents, shall include (i) such companies (other than promoter(s) and subsidiary(ies)) with which the relevant issuer company had related party transactions in accordance with Ind AS 24, during the period for which financial information is disclosed, as covered under applicable accounting standards, and (ii) any other companies considered material by the board of directors of the relevant issuer company. Accordingly, for (i) above, all such companies with which there were related party transactions during the periods covered in the Restated Financial Information, as covered under the applicable accounting standards, shall be considered as group companies in terms of the SEBI ICDR Regulations. Further, pursuant to the Materiality Policy adopted by way of resolution dated June 27, 2025 passed by our Board, other than the companies categorized under (i) above, a company shall be considered “material” and will be disclosed as a “group company” if such company forms part of the Promoter Group and with which there were transactions in the most recent Fiscal or the relevant stub period, which individually or in the aggregate, exceed 10% of the revenue from operations of the Company, as per the Restated Financial Information for that period. Accordingly, on the basis of the above and the Materiality Policy, there is no company which has been identified as our group company. 334DIVIDEND POLICY The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and approved by our Shareholders, at their discretion, subject to the provisions of our Articles of Association and the applicable laws including the Companies Act together with the applicable rules issued thereunder. The dividend distribution policy of our Company was approved and adopted by our Board of Directors on November 17, 2021. Any dividend to be declared shall be recommended by the Board of Directors depending upon the financial condition, results of operations, capital requirements and surplus, contractual obligations and restrictions, the terms of the credit facilities and other financing arrangements of our Company is currently a party to or may enter into from time to time while considering the dividend and other relevant internal and external factors. Any future determination as to declaration and payment of dividend will be at the discretion of our Board and will depend on the aforementioned parameters and on the factors that our Board deems relevant including and not limited to our earnings, past dividend patterns, capital expenditure to be incurred by our Company, cash flow position of our Company and cost of borrowing, applicable legal restrictions, overall financial position of our Company and other factors considered relevant by the Board and our Equity Shareholders, as may be applicable. When dividends are declared, all the Equity Shareholders whose names appear in the register of members of our Company as on the record date are entitled to be paid the dividend declared by our Company. Any Equity Shareholder who ceases to be an Equity Shareholder prior to the record date, or who becomes an Equity Shareholder after the record date, will not be entitled to the dividend declared by our Company. For the terms of the credit facilities and other financing arrangements of our Company refer chapter titled "Financial Indebtedness" on page 415. Except as stated below, our Company has not declared and paid any dividend on the Equity Shares and Preference Shares in any of the 3 (three) Financial Years preceding the date of this Draft Red Herring Prospectus and up to the date of this Draft Red Herring Prospectus. Equity Shares Particulars March 31, 2025 March 31, 2024 March 31, 2023 No. of Equity Shares 110,627,404 110,627,404 110,627,404 Face value per equity 1 1 1 share (in ₹) Aggregate Dividend (in - - 16.58 Million) Dividend per Equity - - 0.15 Share Rate of Dividend (%) - - 15 Dividend Distribution - - - Tax (in ₹) Mode of Payment of - - NEFT / CHEQUE Dividend *As certified by Statutory Auditors of our Company by way of certificate dated September 23, 2025 Preference Share Particulars March 31, 2025 March 31, 2024 March 31, 2023 No. of Equity Shares 12,208,212 12,208,212 12,208,212 Face value per equity 10 10 10 share (in ₹) Aggregate Dividend (in 50.00 Negligible 1.83 Million) Dividend per Equity 4.10 Nil 0.15 Share Rate of Dividend (%) 41 Nil 1.50 335Particulars March 31, 2025 March 31, 2024 March 31, 2023 Dividend Distribution - - - Tax (in ₹) Mode of Payment of NEFT / CHEQUE NEFT / CHEQUE NEFT / CHEQUE Dividend *As certified by Statutory Auditors of our Company by way of certificate dated September 23, 2025 The amounts paid as dividends in the past are not necessarily indicative of the dividend distribution policy of our Company or dividend amounts, if any, in the future. Investors are cautioned not to rely on past dividends as an indication of the future performance of our Company or for an investment in the Equity Shares offered in the Offer. There is no guarantee that any dividends will be declared or paid in the future. For details of risks in relation to our capability to pay dividend, see "Risk Factors – 55 - Our Company has declared dividends in previous fiscals. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements and capital expenditures." on page 55. 336SECTION V – FINANCIAL INFORMATION RESTATED CONSOLIDATED FINANCIAL INFORMATION Independent Auditors’ Examination Report on the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023 and the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Changes in Equity and the Restated Consolidated Statement of Cash Flows for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, and the notes to the Restated Consolidated Financial Information, including a summary of Material Accounting Policies and other explanatory information of Hexagon Nutrition Limited (the “Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as ‘the Group’) (collectively, the “Restated Consolidated Financial Information”) To: The Board of Directors, Hexagon Nutrition Limited 404 Global Chamber, Adarsh Nagar, Link Road, Andheri (W), Mumbai – 400053, Maharashtra, India. Dear Sir / Madam, 1. We, S K Patodia & Associates LLP, Chartered Accountants, have examined the attached Restated Consolidated Financial Information of the Company. The Restated Consolidated Financial Information has been approved by the Board of Directors of the Company at their meeting held on August 22, 2025, prepared by the Company to enable them to prepare Restated Consolidated Financial Information in connection with its proposed Initial Public Offer (“Proposed IPO”), and have been prepared by the Company in accordance with the requirements of: a) Section 26 of Part I of Chapter III of The Companies Act, 2013 (the “Act”); b) relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, (the “ICDR Regulations”); and c) The Guidance Note on Reports on Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), (the “Guidance Note”) Management’s Responsibility for the Restated Consolidated Financial Information 2. The preparation of the Restated Consolidated Financial Information is the responsibility of the Board of Directors of the Company, for the purpose set out in paragraph 11 below. The Restated Consolidated Financial Information has been prepared by the Board of Directors of the Company on the basis of preparation stated in paragraph 2 of Annexure V to the Restated Consolidated Financial Information. The responsibility of the Board of Directors of the Company includes designing, implementing and maintaining adequate internal controls relevant to the preparation and presentation of the Restated Consolidated Financial Information. The Board of Directors of the Company are also responsible for identifying and ensuring that the Company complies with the Act and the ICDR Regulations and the Guidance Note. 337Auditors’ Responsibilities 3. We have examined such Restated Consolidated Financial Information taking into consideration: a) the terms of reference and our engagement agreed with you vide our engagement letter dated April 16, 2025, requesting us to carry out work on such Restated Consolidated Financial Information in connection with Holding Company’s Proposed IPO; b) the Guidance Note. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India; c) concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and d) the requirements of Section 26 of the Act and applicable provisions of the ICDR Regulations. Our work was performed solely to assist the company in meeting its responsibilities in relation to its compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the Proposed IPO. Restated Consolidated Financial Information as per audited financial statements 4. The Restated Consolidated Financial Information has been compiled by the management from: a) The Audited Consolidated Ind AS Financial Statements of the Group as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, prepared in accordance with the Indian Accounting Standards as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India (referred to as “Ind AS”), which have been approved by the Board of Directors at their meetings held on June 02, 2025, June 12, 2024 and June 28, 2023 respectively. b) Financial statements and other financial information in relation to the Company’s subsidiaries, as listed below, audited by other auditors and included in the Audited Consolidated Financial Statements: Name of the Entity Relationship Independent Auditor Period Examined Hexagon Nutrition Financial years ended M/s Bhuwania & (Exports) Private Subsidiary March 31, 2024 and Agrawal Associates Limited March 31, 2023 Hexagon Nutrition Financial years ended M/s Bhuwania & (International) Private Subsidiary March 31, 2024 and Agrawal Associates Limited March 31, 2023 Financial years ended Hexagon Nutrition M/s Bhuwania & March 31, 2025, March Healthcare Private Subsidiary Agrawal Associates 31, 2024 and March 31, Limited 2023 Financial years ended Hexagon Nutrition March 31, 2025, March Subsidiary Richful CPA Limited China Limited 31, 2024 and March 31, 2023 Hexagon Nutrition Subsidiary UHY Hellmann (SA) Financial years ended 338Name of the Entity Relationship Independent Auditor Period Examined Proprietary Limited March 31, 2025, March 31, 2024 and March 31, 2023 Financial years ended Hexagon Nutrition Prima Audit LLC March 31, 2025, March Subsidiary LLC Audit Organisation 31, 2024 and March 31, 2023 5. For the purpose of our examination, we have relied on: a) Auditor’s Reports issued by us dated June 02, 2025 on the consolidated financial statements of the Group as at and for the year ended March 31, 2025 as referred to in Paragraph 4 above. b) Auditor’s Reports issued by the predecessor auditor dated June 12, 2024 and June 28, 2023 on the consolidated financial statements of the Company as at and for the years ended March 31, 2024 and March 31, 2023 respectively, as referred to in Paragraph 4 above. c) Based on our examination, in accordance with the requirements of Section 26 of Part I of Chapter III of the Act, the ICDR Regulations and the Guidance Note, and according to the information and explanations given to us, we report that: i. There are no qualifications in the auditors’ reports on the audited consolidated financial statements of the Company as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023. ii. There are no emphasis of matter paragraphs included in the auditors’ report on the consolidated financial statements as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 which require any corrective adjustments to the Restated Consolidated Financial Information. iii. The Restated Consolidated Financial Information has been prepared in accordance with the Act, ICDR Regulations and the Guidance Note. 6. We have not audited any financial statements of the Company as of any date or for any period subsequent to March 31, 2025. Accordingly, we express no opinion on the financial position, results of operations or cash flows of the Company as of any date or for any period subsequent to March 31, 2025. 7. Some of the Company’s subsidiaries are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries, and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Company’s management has converted the financial statements of such subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Company’s management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Company. 8. The Restated Consolidated Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned in paragraph 4a, 4b and 4c above. 3399. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein. 10. We have no responsibility to update our report for events and circumstances occurring after the date of the report. 11. Our report is intended solely for use of the management of the Company in connection with the Proposed IPO, for the use and reference of the current statutory auditors of the Company in furnishing their examination report to the Board of Directors of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. For S K Patodia & Associates LLP Chartered Accountants ICAI Firm’s Registration Number: 112723W/ W100962 Sd/- Dhiraj Lalpuria Partner Membership Number: 146268 UDIN: 25146268BMIYAR8984 Place of Signature: Mumbai Date: August 22, 2025 340HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE I - RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES (All amounts in Rupees millions, unless otherwise stated) Note As at As at As at Particulars No. March 31, 2025 March 31, 2024 March 31, 2023 ASSETS NON-CURRENT ASSETS Property, Plant and Equipment 3 621.79 631.74 542.77 Capital Work-in-progress 3 3 3.74 23.04 41.09 Right of use Assets 4 1 9.85 17.74 20.44 Intangible Assets 5 0.87 1.18 1.75 Intangible Assets Under Development 5 6 .71 0.94 - Financial Assets Other Financial Assets 6 65.43 16.06 10.26 Deferred Tax Assets (Net) 7 27.90 25.03 26.92 Other Non Current Assets 8 0.87 2.99 6.04 777.16 718.72 649.27 CURRENT ASSETS Inventories 9 612.05 793.75 875.17 Financial Assets Investments 10 339.52 189.86 300.79 Trade Receivables 11 598.24 485.14 741.94 Cash and Cash Equivalents 12 152.23 193.53 113.87 Bank Balance other than Cash and Cash Equivalents 13 47.98 45.42 108.17 Other Financial Assets 14 15.15 16.04 17.60 Current Tax Assets (Net) 15 - 2.33 9.25 Other Current Assets 16 71.26 60.65 72.94 1,836.43 1 ,786.72 2 ,239.73 Total Assets 2 ,613.59 2 ,505.44 2 ,889.00 EQUITY AND LIABILITIES EQUITY Equity Share Capital 17 110.63 110.63 110.63 Other Equity 18 1,831.18 1 ,648.10 1 ,520.21 Total Equity 1 ,941.81 1 ,758.73 1 ,630.84 NON-CURRENT LIABILITIES Financial Liabilities Borrowings 19 71.04 84.56 37.26 Other Financial Liabilities 20 25.78 22.44 20.71 Provisions 21 48.32 39.98 37.44 145.14 146.98 95.41 CURRENT LIABILITIES Financial liabilities Borrowings 22 194.96 284.37 481.47 Trade Payables 23 Total outstanding dues to micro enterprise and small enterprise 66.13 89.13 117.88 Total outstanding dues to creditors other than micro enterprise and small 122.31 107.38 334.69 enterprise Other Financial Liabilities 24 98.58 79.31 75.81 Other Current Liabilities 25 38.66 31.26 146.64 Provisions 26 5.11 8.28 6.26 Current Tax Liabilities (Net) 27 0.89 - - 526.64 599.73 1 ,162.75 TOTAL EQUITY AND LIABILITIES 2 ,613.59 2 ,505.44 2 ,889.00 TheaboveannexureshouldbereadwithAnnexureV-MaterialAccountingPoliciesandOtherExplanatoryNotestoRestatedFinancialInformation,AnnexureVI-Statementof Restated Adjustments to the Audited Financial Information and Annexure VII - Notes to the Restated Financial Information. As per our report of even date For S K Patodia & Associates LLP For and on behalf of the Board of Directors Chartered Accountants Firm's Registration Number : 112723W/W100962 sd/- sd/- sd/- sd/- Dhiraj Lalpuria Arun Kelkar Vikram Kelkar Dr. Nikhil Kelkar (Partner) (Chairman) (Managing Director) (Jt. Managing Director) Membership No. 146268 DIN-00171276 DIN-02302364 DIN-02302369 UDIN : 25146268BMIYAR8984 sd/- sd/- Soman Jana Vedanti Vartak (Chief Financial Officer) (Company Secretary) M No. : A41580 Place : Mumbai Place : Mumbai Date : 22nd August 2025 Date : 22nd August 2025 341HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE II - RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS (INCLUDING OTHER COMPREHENSIVE INCOME) (All amounts in Rupees millions, unless otherwise stated) Note Year ended Year ended Year ended Particulars No. March 31, 2025 March 31, 2024 March 31, 2023 INCOME Revenue from Operations 28 3 ,249.29 2 ,977.31 2 ,785.01 Other Income 29 6 3.58 6 8.90 3 1.45 Total Income 3 ,312.87 3 ,046.21 2 ,816.46 EXPENSES Cost of Materials Consumed 30 1 ,580.03 1 ,378.99 1 ,813.85 Purchases of Stock-in-Trade 7 4.48 3 34.34 8 1.65 Changes in inventories of Finished Goods and Work -in- progress 31 1 50.78 8 5.71 (213.94) Employee Benefits Expenses 32 4 19.07 3 96.91 4 11.46 Finance Costs 33 3 9.46 4 1.47 3 3.44 Depreciation and Amortisation Expense 34 8 7.68 8 1.18 7 5.51 Other Expenses 35 6 16.26 5 36.22 4 68.23 Total Expenses 2 ,967.76 2 ,854.82 2 ,670.20 Profit Before Exceptional Items and Tax 3 45.11 1 91.39 1 46.26 Loss / (Profit) on Sale of Plant and Equipment (0.81) 0 .17 0 .23 Provision/(Reversal) for doubtful debts 8 .76 (3.80) 1 5.86 Provision/(Reversal) for Expected Credit Loss - - - IPO Related Expenses - - 3 5.93 Profit Before Tax 3 37.16 1 95.02 9 4.24 Tax Expenses Current Tax 9 6.05 7 1.79 4 4.56 Deferred Tax Expense/(Credit) (2.66) 1 .09 (8.56) Tax For Earlier Years - - - Total Tax Expenses 9 3.39 7 2.88 3 6.00 Profit for the Year (A) 2 43.77 1 22.14 5 8.24 Other Comprehensive Income (OCI) Items that will not be reclassified subsequently to Profit or Loss: - Remeasurement of post employment benefit obligation (0.80) 3 .10 3 .63 - Income tax effect on above 0 .20 (0.79) (0.92) Other Comprehensive Income for the year, net of tax (B) (0.60) 2 .31 2 .71 Total Comprehensive Income for the year (A+B) 2 43.17 1 24.45 6 0.95 Profit for the Year (A) Owners of the Company 2 43.77 1 22.14 5 8.24 Non-Controlling Interest - - - Other comprehensive income (OCI) (B) Owners of the Company (0.60) 2 .31 2 .71 Non-Controlling Interest - - - Total comprehensive income for the year (A+B) Owners of the Company 2 43.17 1 24.45 6 0.95 Non-Controlling Interest - - - Earnings per share (of Re. 1 each) 36 - (in Rs.) Basic 1 .75 1 .10 0 .51 - (in Rs.) Diluted 1 .75 0 .99 0 .47 TheaboveannexureshouldbereadwithAnnexureV-MaterialAccountingPoliciesandOtherExplanatoryNotestoRestatedFinancialInformation,AnnexureVI-Statementof Restated Adjustments to the Audited Financial Information and Annexure VII - Notes to the Restated Financial Information. As per our report of even date For S K Patodia & Associates LLP For and on behalf of the Board of Directors Chartered Accountants Firm's Registration Number : 112723W/W100962 sd/- sd/- sd/- sd/- Dhiraj Lalpuria Arun Kelkar Vikram Kelkar Dr. Nikhil Kelkar (Partner) (Chairman) (Managing Director) (Jt. Managing Director) Membership No. 146268 DIN-00171276 DIN-02302364 DIN-02302369 UDIN : 25146268BMIYAR8984 sd/- sd/- Soman Jana Vedanti Vartak (Chief Financial Officer) (Company Secretary) M No. : A41580 Place : Mumbai Place : Mumbai Date : 22nd August 2025 Date : 22nd August 2025 342HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE III - RESTATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (All amounts in Rupees millions, unless otherwise stated) A) Equity Share Capital Particulars Number Amount Equity Shares of Rs.1 Each fully paid up Balance as at 1st April 2022 1 1,05,02,404 110.50 Changes in equity share capital during the period 1 ,25,000 0.13 Balance as at the 31 March 2023 11,06,27,404 110.63 Changes in equity share capital during the period - - Balance as at the 31 March 2024 11,06,27,404 110.63 Changes in equity share capital during the period - - Balance as at the 31 March 2025 11,06,27,404 110.63 B) Other Equity 0.0001% Cumulative Compulsorily Convertible Preference Shares of Rs.10 each fully paid up; Particulars Number Amount Balance as at 1st April 2022 1 ,22,08,212 1 22.08 Issue of CCPS during the period - - Balance as at the 31 March 2023 1 ,22,08,212 1 22.08 Issue of CCPS during the period - - Balance as at the 31 March 2024 1 ,22,08,212 1 22.08 Issue of CCPS during the period - - Balance as at the 31 March 2025 1 ,22,08,212 1 22.08 Reserves and surplus Other comprehensive income 0.0001% Cumulative Remeasurement Compulsorily Foreign of post Securities Employee Stock Total Other Convertible General Retained currency employment Particulars Premium Options Equity Preference Reserve Earnings Translation benefit Reserve Outstanding Shares of Rs.10 Reserve obligation (net each fully paid of taxes) up Balance as at the 31 March 2022 122.08 168.13 54.69 1,136.55 1.14 1.03 1.32 1,484.94 Total Comprehensive Income/(Loss) for - - - 58.24 - - 2.72 60.96 the year Add/Less : During the year - 2.47 - - (8.72) (1.03) - (7.28) Dividend Paid; - On Cumulative Convertible Preference - - - (1.83) - - - (1.83) Shares - On Equity Shares - - - (16.58) - - - (16.58) Balance as at the 31 March 2023 122.08 170.60 54.69 1,176.38 (7.58) - 4.04 1,520.21 Total Comprehensive Income/(Loss) for - - - 122.14 - - 2.31 124.45 the year Add/Less : During the year - - - - 3.44 - - 3 .44 Balance as at the 31 March 2024 1 22.08 1 70.60 54.69 1 ,298.52 ( 4.14) - 6.35 1 ,648.10 Total Comprehensive Income/(Loss) for - - - 243.77 - - ( 0.65) 243.12 the year Add/Less : During the year - - - - (10.04) - - (10.04) Dividend Paid; - On Cumulative Convertible Preference - - - (50.00) - - - (50.00) Shares Balance as at the 31 March 2025 1 22.08 1 70.60 54.69 1 ,492.29 ( 14.18) - 5.70 1 ,831.18 TheaboveannexureshouldbereadwithAnnexureV-MaterialAccountingPoliciesandOtherExplanatoryNotestoRestatedFinancialInformation,AnnexureVI-StatementofRestated Adjustments to the Audited Financial Information and Annexure VII - Notes to the Restated Financial Information. As per our report of even date attached For S K Patodia & Associates LLP For and on behalf of the Board of Directors Chartered Accountants Firm's Registration Number : 112723W/W100962 sd/- sd/- sd/- sd/- Dhiraj Lalpuria Arun Kelkar Vikram Kelkar Dr. Nikhil Kelkar (Partner) (Chairman) (Managing Director) (Jt. Managing Director) Membership No. 146268 DIN-00171276 DIN-02302364 DIN-02302369 UDIN : 25146268BMIYAR8984 sd/- sd/- Soman Jana Vedanti Vartak (Chief Financial Officer) (Company Secretary) M No. : A41580 Place : Mumbai Place : Mumbai Date : 22nd August 2025 Date : 22nd August 2025 343HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE IV - RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS (All amounts in Rupees millions, unless otherwise stated) Year ended Year ended Year ended PARTICULARS March 31, 2025 March 31, 2024 March 31, 2023 A) CASH FLOW FROM OPERATING ACTIVITIES : Net Profit before Tax as per Statement of Profit and Loss 337.16 195.02 94.24 Adjustment for : Interest Income (4.79) (7.25) (4.91) Profit on sale of Investments (15.83) (6.13) (4.33) Depreciation and Amortisation 87.68 81.18 75.51 Remeasurement of post employment benefit obligation (0.80) 3.10 3.63 Provision/(Reversal) for doubtful debts (8.76) 3.80 (15.86) Provision/(Reversal) for Expected Credit Loss (2.51) 1.32 (2.15) Loss/(Gain) on Sale of Property, Plant and Equipment's (0.81) 0.17 0.23 Interest paid 39.46 41.47 33.44 Employee Stock Option - - 0.69 Operating Profit before Working Capital Changes 430.80 312.68 180.49 Adjusted for : (Increase)/Decrease in Trade Receivables (101.83) 251.68 (159.26) (Increase)/Decrease in Inventories 181.70 81.42 (268.55) (Increase)/Decrease in Other Financial Assets (48.48) (4.24) 14.48 (Increase)/Decrease in Other Assets (8.49) 15.34 26.46 Increase/(Decrease) in Trade Payables (8.07) (256.06) 123.69 Increase/(Decrease) in Other Financial Liabilities 22.61 5.23 12.05 Increase/(Decrease) in Other Liabilities 7.40 (115.38) 121.69 Increase/(Decrease) in Employee Benefits 5.17 4.56 (1.54) Increase/(Decrease) Foreign currency Translation Reserve (10.04) 3.44 (8.72) Cash generated from operations 470.77 298.67 40.79 Direct Taxes paid (incl TDS net off refund recd) (92.83) (64.87) (40.80) Net Cash generated from / (used in) Operating Activities (A) 377.94 233.80 (0.01) B) CASH FLOW FROM INVESTING ACTIVITIES : (95.25) (149.93) (64.03) Purchases of Property, Plant and Equipment, Intangibles & Capital Work in Progress Redemption/(Investment) in current Mutual Funds (133.83) 117.06 (68.42) Interest Income 4.79 7.25 4.91 Investment in bank deposit (2.56) 62.75 (59.50) Net cash generated from / (used in) Investing Activities (B) (226.85) 37.13 (187.04) C) CASH FLOW FROM FINANCING ACTIVITIES : Dividend paid (50.00) - (18.41) Proceeds from issue of Share Capital - - 0.13 Share Premium Account - - 2.47 Interest Paid (39.46) (41.47) (33.44) (Repayment)/ Proceeds from Long-Term Borrowings (13.52) 47.30 4.52 (Repayment)/ Proceeds from Short-Term Borrowings (89.41) (197.10) 114.59 Net cash generated from / (used in) Financing Activities (C) (192.39) (191.27) 69.86 Net Increase / (Decrease) in Cash & Cash Equivalents (A+B+C) (41.30) 79.66 (117.19) Cash & Cash Equivalents at the beginning of the year 193.53 113.87 231.06 Cash & Cash Equivalents at the end of the year 152.23 193.53 113.87 TheaboveCashFlowstatementhasbeenpreparedunderthe"IndirectMethod"assetoutinIndianAccounting Standard(IndAS-7)on"CashFlowStatements"as notified by the Companies (Accounting Standard) Rules, 2015. 344HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE IV - RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS Disclosure of changes in liabilities arising from financing activities, including both changes arising from cash flow and non cash changes, are given below: As at As at Particulars Net Cash flows April 1,2024 March 31, 2025 Borrowings - Non Current (Refer Note - 19) 84.56 (13.52) 71.04 Borrowings - Current (Refer Note - 22) 284.37 (89.41) 194.96 Lease - Non Current (Refer Note - 20) 16.71 (3.09) 19.80 Lease - Current (Refer Note - 24) 1.43 (0.05) 1.48 As at As at Particulars Net Cash flows April 1,2023 March 31, 2024 Borrowings - Non Current (Refer Note - 19) 37.26 47.30 84.56 Borrowings - Current (Refer Note - 22) 481.47 (197.10) 284.37 Lease - Non Current (Refer Note - 20) 17.70 (0.99) 16.71 Lease - Current (Refer Note - 24) 2.25 (0.82) 1.43 As at As at Particulars Net Cash flows April 1,2022 March 31, 2023 Borrowings - Non Current (Refer Note - 19) 32.74 4.52 37.26 Borrowings - Current (Refer Note - 22) 366.88 114.59 481.47 Lease - Non Current (Refer Note - 20) 17.14 0.56 17.70 Lease - Current (Refer Note - 24) 1.90 0.35 2.25 Components of cash and cash equivalents considered only for the purpose of cash flow statement As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 CASH AND CASH EQUIVALENTS Balances with banks - In Current Account 71.55 44.02 27.92 - In Cash Credit Account 24.78 0.46 0.80 - In EEFC Accounts 45.51 69.77 51.07 - In Fixed Deposits having maturity of less than 3 months 10.00 78.89 33.51 Cash in hand - In reporting currency 0.12 0.12 0.15 - In foreign currency 0.27 0.27 0.42 TOTAL 1 52.23 1 93.53 1 13.87 The above annexure should be read with Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Financial Information, Annexure VI - Statement of Restated Adjustments to the Audited Financial Information and Annexure VII - Notes to the Restated Financial Information. As per our report of even date For S K Patodia & Associates LLP For and on behalf of the Board of Directors Chartered Accountants Firm's Registration Number : 112723W/W100962 sd/- sd/- sd/- sd/- Arun Kelkar Vikram Kelkar Dr. Nikhil Kelkar Dhiraj Lalpuria (Chairman) (Managing Director) (Jt. Managing Director) (Partner) DIN-00171276 DIN-02302364 DIN-02302369 Membership No. 146268 UDIN : 25146268BMIYAR8984 sd/- sd/- Soman Jana Vedanti Vartak (Chief Financial Officer) (Company Secretary) M No. : A41580 Place : Mumbai Place : Mumbai Date : 22nd August 2025 Date : 22nd August 2025 345Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information 1. Corporate information Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) (‘the Company) is a company domiciled in India and registered under applicable companies Act. The Company is engaged in manufacturing and trading of nutraceuticals clinical or dietary supplements, micronutrient premixes and animal feed. Micronutrient Premix business of the Company focuses on the needs of fortifying basic foods with the right blend of micronutrients to meet the needs of the masses. Clinical Nutrition or Dietary Supplements offered by the company is intended to provide nutrients that may otherwise not be consumed in sufficient quantities by the masses. The range of feed additives offered by the Company to ensure wholesome nutrition for various animals. The Restated Consolidated Financial Information comprise of Ind AS financials Statements of Hexagon Nutrition Limited (‘the company’ ‘the parent’ or the Holding Company’) and its subsidiaries (the holding company and its subsidiaries together referred to as ‘the Group’). The Company has converted from a Private Limited Company to a Public Limited Company, pursuant to a special resolution passed in the extraordinary general meeting of the Shareholders of the Company held on October 14, 2021 and consequently the name of the Company has changed to Hexagon Nutrition Limited pursuant to a fresh certificate of incorporation issued by the Registrar of Companies, Mumbai on November 15, 2021. The registered office of the Company is located at 404 Global Chambers Adarsh Nagar Link Road Andheri (West), Mumbai – 400053, Maharashtra. The Restated Consolidated Financial Information are approved for issue in accordance with a resolution of the board of directors on August 22, 2025. 2. Material accounting policies 2.1 Basis of accounting, preparation and principles of Restated Consolidated Financial Information: The Restated Consolidated Financial Information (hereinafter referred to as Restated Consolidated Financial Information’) of Hexagon Nutrition Limited (‘the Company’) and its subsidiaries (hereinafter referred to as ‘the Group’), have been prepared in all material aspects in accordance with the recognition and measurement principles laid down in Indian Accounting Standards (hereinafter referred to as the 'Ind AS') as notified under section 133 of the Companies Act, 2013 (‘the Act’) read with Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act and accounting principles generally accepted in India. The Restated Consolidated Financial Information of the Group comprises of the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023 (“Relevant Period”) and the Restated Consolidated Statement of Profit & Loss (including other comprehensive income), Restated Consolidated Statement of Changes in Equity, Restated Consolidated Statement of Cash Flows for the year ended March 31, 2025, years ended March 31, 2024 and years ended March 31, 2023 and the summary statement of material accounting policies and other explanatory information (hereinafter collectively referred to as “Restated Consolidated Financial Information”). The Restated Consolidated Financial Information have been prepared by the management as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements Regulations, 2018, as amended (“ICDR Regulations”) issued by the Securities and Exchange Board of India ('SEBI'), in pursuance of the Securities and Exchange Board of India Act, 1992, for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) in connection with the proposed initial public offering of equity shares of face value of ₹1 each of the Company comprising an offer for sale of equity shares by the certain existing shareholders of the Holding Company (the “Offer”), prepared by the Company in terms of the requirements of : a. Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act") b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended; and c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI) (the “Guidance Note”) 346Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information The Restated Consolidated Financial Information has been compiled by the Company from: a) The Audited Consolidated Ind AS Financial Statements of the Group as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with the Indian Accounting Standards as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India (referred to as “Ind AS”), which have been approved by the Board of Directors at their meetings held on June 02, 2025, June 12, 2024 and June 28, 2023 respectively. b) Some of our subsidiaries are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The management has converted the financial statements of such subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. c) Financial statements and other financial information in relation to the Company’s subsidiaries, as listed below, audited by other auditors and included in the Audited Consolidated Financial Statements: Independent Name of the Entity Relationship Period Examined Auditor Hexagon Nutrition (Exports) M/s Bhuwania & Financial years ended March 31, 2024 Subsidiary Private Limited Agrawal Associates and March 31, 2023 Hexagon Nutrition M/s Bhuwania & Financial years ended March 31, 2024 Subsidiary (International) Private Limited Agrawal Associates and March 31, 2023 Hexagon Nutrition Healthcare M/s Bhuwania & Financial years ended March 31, 2025, Subsidiary Private Limited Agrawal Associates March 31, 2024 and March 31, 2023 Hexagon Nutrition China Richful CPA Financial years ended March 31, 2025, Subsidiary Limited Limited March 31, 2024 and March 31, 2023 Hexagon Nutrition UHY Hellmann Financial years ended March 31, 2025, Subsidiary Proprietary Limited (SA) March 31, 2024 and March 31, 2023 Prima Audit LLC Financial years ended March 31, 2025, Hexagon Nutrition LLC Subsidiary Audit Organisation March 31, 2024 and March 31, 2023 A) Exemptions and exceptions availed 1. Ind-AS optional exemptions: Ind AS 101 allows first time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Group has applied the following exemptions: a) Deemed cost As per Ind AS 101 an entity may elect to: (i) measure an item of property, plant and equipment at the date of transition at its fair value and use that fair value as its deemed cost at that date (ii) use a previous GAAP revaluation of an item of property, plant and equipment at or before the date of transition as deemed cost at the date of the revaluation, provided the revaluation was, at the date of the revaluation, broadly comparable to: − fair value; − or cost or depreciated cost under Ind AS adjusted to reflect, for example, changes in a general or specific price index. 347Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information (iii) use carrying values of property, plant and equipment and intangible assets as on the date of transition to Ind AS (which are measured in accordance with previous GAAP and after making adjustments relating to decommissioning liabilities prescribed under Ind AS 101) if there has been no change in its functional currency on the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. As permitted by Ind AS 101, the Group has elected to measure all of its property, plant and equipment and investment property at their previous GAAP carrying value. b) For financial instruments, wherein fair market values are not available (viz. interest free and below market rate security deposits or loans) the Group has elected to adopt fair value recognition prospectively to transactions entered after the date of transition. 2. Ind AS mandatory exceptions: a) An entity estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates at 01 April 2020 are consistent with the estimates as at the same date made in conformity with previous GAAP apart from the following items where application of Indian GAAP did not require estimation: - FVTOCI – unquoted equity shares, compulsorily convertible preference shares and debt securities. - FVTPL – investment in mutual funds - Determination of the discounted value for financial instruments carried at amortised cost. - Impairment of financial assets based on expected credit loss model The estimates used by the Group to present these amounts in accordance with Ind AS reflect conditions at April 01, 2020, the date of transition to Ind AS and as of March 31, 2021. b) Impairment of financial assets Ind AS 101 requires an entity to assess and determine the impairment allowance on financial assets as per Ind AS 109 using the reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date that financial instruments which were initially recognised and compare that to the credit risk at the date of transition to Ind AS. The Group has applied this exception prospectively. c) Classification of financial assets and liabilities Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of facts and circumstances that exist on the date of transition to Ind AS. 2.2 Basis of measurement The Restated Consolidated Financial Information have been prepared on a historical cost basis, except for the following: • Certain financial assets and financial liabilities measured at fair value; and • Defined Benefit plans – plan assets measured at fair value. • Contingent consideration The Restated Consolidated Financial Information are presented in Indian Rupees "INR" and all values are stated as INR Millions, except when otherwise indicated. 348Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information 2.3 Basis of consolidation The list of subsidiaries considered for consolidation together with the proportion of shareholding held by the Group is as follows: Sr. Entity name Date of Country of Nature of % % % no becoming Incorporation relationship Holding as Holding as Holding as at subsidiary at at April March 31, March 31, 01, 2025 2024 2023 01 Hexagon Nutrition July 24, India Subsidiary 100% 100% 100% (Exports) Pvt. Ltd. 2012 02 Hexagon Nutrition December India Subsidiary 100% 100% 100% (International) Pvt. Ltd. 26, 2012 03 Hexagon Nutrition June 19, India Subsidiary 100% 100% 100% Healthcare Pvt. Ltd. 2019 04 Hexagon Nutrition January 21, South Africa Subsidiary 100% 100% 100% (PTY) Ltd. 2020 05 Hexagon Nutrition LLC February Uzbekistan Subsidiary 100% 100% 100% 18, 2020 06 Hexagon Nutrition March 19, Hong Kong Subsidiary 100% 100% 100% China Ltd. 2020 Control is achieved when the group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the group controls an investee if and only if the group has: - Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee) - Exposure, or rights, to variable returns from its involvement with the investee, and - The ability to use its power over the investee to affect its returns Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the group has less than a majority of the voting or similar rights of an investee, the group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: - The contractual arrangement with the other vote holders of the investee - Rights arising from other contractual arrangements - The group’s voting rights and potential voting rights - The size of the group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders The group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the group obtains control over the subsidiary and ceases when the group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed off during the year are included in the Restated Consolidated Financial Information from the date the group gains control until the date the group ceases to control the subsidiary. Restated Consolidated Financial Information are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the group uses accounting policies other than those adopted in the Restated 349Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information Consolidated Financial Information for like transactions and events in similar circumstances, appropriate adjustments are made to that group member’s financial statements in preparing the Restated Consolidated Financial Information to ensure conformity with the group’s accounting policies. The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent company, i.e., year ended on March 31st. When the end of the reporting period of the parent company is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial information as of the same date as the financial statements of the parent company to enable the parent company to consolidate the financial information of the subsidiary, unless it is impracticable to do so. Consolidation procedure: a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent company with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the Restated Consolidated Financial Information at the acquisition date. b) Offset (eliminate) the carrying amount of the parent company’s investment in each subsidiary and the parent company’s portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill, if any. c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the group (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and property, plant and equipment, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the Restated Consolidated Financial Information. Ind AS 12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Put options held by non-controlling interests in the Group's subsidiaries entitle the non-controlling interest to sell its interest in the subsidiary to the Group at pre-determined values and on contracted dates. In such cases the Group consolidates the non-controlling interest’s share of the equity in the subsidiary and recognises the fair value of the non- controlling interest's put option, being the present value of the estimated future purchase price, as a financial liability in the Restated Consolidated Financial Information. In raising this liability, the non-controlling interest is derecognised, and any excess or shortfall is charged or realised directly in retained earnings in the statement of changes in equity. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the group loses control over a subsidiary, it: - Derecognises the assets (including goodwill) and liabilities of the subsidiary - Derecognises the carrying amount of any non—controlling interests - Derecognises the cumulative translation differences recorded in equity - Recognises the fair value of the consideration received - Recognises the fair value of any investment retained - Recognises any surplus or deficit in profit or loss - Reclassifies the parent company’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the group had directly disposed of the related assets or liabilities 350Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information 2.4 Summary of material accounting policies a. Business combinations and goodwill Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non- controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non- controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable. However, the following assets and liabilities acquired in a business combination are measured at the basis indicated below: • Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with Ind AS 12 Income Tax and Ind AS 19 Employee Benefits respectively. • Potential tax effects of temporary differences and carry forwards of an acquiree that exist at the acquisition date or arise as a result of the acquisition are accounted in accordance with Ind AS 12. • Liabilities or equity instruments related to share based payment arrangements of the acquiree or share – based payments arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with Ind AS 102 Share-based Payments at the acquisition date. • Assets (or disposal groups) that are classified as held for sale in accordance with Ind AS 105 Noncurrent Assets Held for Sale and Discontinued Operations are measured in accordance with that standard. • Reacquired rights are measured at a value determined on the basis of the remaining contractual term of the related contract. Such valuation does not consider potential renewal of the reacquired right. Business combinations under common control are accounted in accordance with Appendix C of IND AS 103 as per the pooling of interest method and the Ind AS Transition Facilitation Group Clarification Bulletin 9 (ITFG 9). ITFG 9 clarifies that, the carrying values of assets and liabilities as appearing in the standalone financial statements of the entities being combined shall be recognised by the combined entity. As per Appendix C, Business Combinations of Entities under Common Control of Ind AS 103, Business Combinations, in case of common control business combinations, the assets and liabilities of the combining entities are reflected at their carrying amounts. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate. Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of Ind AS 109 Financial Instruments, is measured at fair value with changes in fair value recognised in profit or loss. If the contingent consideration is not within the scope of Ind AS 109, it is measured in accordance with the appropriate Ind AS. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets 351Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through OCI. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. These adjustments are called as measurement period adjustments. The measurement period does not exceed one year from the acquisition date. b. Current versus non-current classification The Group presents assets and liabilities in the Restated Consolidated Statement of Assets and Liabilities based on current/non-current classification. An asset is treated as current when it is: - Expected to be realised or intended to be sold or consumed in normal operating cycle - Held primarily for the purpose of trading - Expected to be realised within twelve months after the reporting period, or - Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is current when: - It is expected to be settled in normal operating cycle - It is held primarily for the purpose of trading - It is due to be settled within twelve months after the reporting period, or - There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period 352Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. Based on the nature of products and the time between acquisition of assets for processing and their realization in cash and cash equivalents, the Group has identified twelve months as its operating cycle for the purpose of current/ non-current classification of assets and liabilities. c. Foreign currencies Functional and presentation currency The functional currency of the Company and its subsidiaries is determined on the basis of the primary economic environment in which it operates. The functional currency of the Company is Indian National Rupee (INR). The functional currency of the subsidiaries are Indian Rupees (INR), South African Rand (ZAR), Hong Kong Dollar (HKD) and Uzbekistani Som (UZS) where respective subsidiary company operate /exist. The Group’s Restated Consolidated Financial Information are presented in INR, which is also the parent company’s functional currency. Transactions and balances Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Group uses average rate if the average approximates the actual rate at the date of the transaction. Monetary assets and liabilities denominated in a foreign currency outstanding at the year end are restated at the year end exchange rates. Exchange difference arising on the settlement of monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or expense in the year in which they arise except for the following: - Exchange differences arising on monetary items that forms part of a reporting entity’s net investment in a foreign operation are recognised in profit or loss in the separate financial statements of the reporting entity or the individual financial statements of the foreign operation, as appropriate. In the financial statements that include the foreign operation and the reporting, such exchange differences are recognised initially in OCI. These exchange differences are reclassified from equity to profit or loss on disposal of the net investment. - Exchange differences arising on monetary items that are designated as part of the hedge of the Group’s net investment of a foreign operation. These are recognised in OCI until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss. - Tax charges and credits attributable to exchange differences on those monetary items are also recorded in OCI. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively). In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of advance consideration. 353Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information On consolidation, The financial statements of the foreign subsidiaries and the joint venture company are translated into Indian Rupees as follows: Income and expense items except opening and closing inventories are translated at the average exchange rate for the year. All assets and liabilities are translated using the closing exchange rate The differences on translation including those arising on elimination of non-monetary intra-group balances and transactions are taken to Foreign currency translation reserve (FCTR). On disposal of a foreign operation, the component of FCTR relating to that particular foreign operation is recognized in the Restated Consolidated Statement of Profit & Loss (including other comprehensive income). Any goodwill arising in the acquisition/ business combination of a foreign operation on or after April 01, 2016 and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date. Any goodwill or fair value adjustments arising in business combinations/ acquisitions, which occurred before the date of transition to Ind AS (April 01, 2016), are treated as assets and liabilities of the entity rather than as assets and liabilities of the foreign operation. Therefore, those assets and liabilities are non-monetary items already expressed in the functional currency of the parent company and no further translation differences occur. Gain or loss on a subsequent disposal of any foreign operation excludes translation differences that arose before the date of transition but includes only translation differences arising after the transition date. d. Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. - Financial assets include cash and cash equivalents, trade receivables, unbilled revenues, finance lease receivables, security deposits, investments in equity and debt securities; - Financial liabilities include long-term and short-term loans and borrowings, lease liabilities, derivative financial liabilities, bank overdrafts and trade payables Financial assets: Initial recognition and measurement Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through OCI, or fair value through profit or loss. Initially, a financial instrument is recognized at its fair value. Transaction costs directly attributable to the acquisition or issue of financial instruments are recognized in determining the carrying amount, if it is not classified as at fair value through profit or loss and transactions costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Subsequently, financial instruments are measured according to the category in which they are classified. The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling. 354Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information Subsequent measurement The subsequent measurement of financial assets depends on their classification as follows: i) Financial assets at amortised cost: A financial asset is classified as "financial asset at amortised cost" (amortised cost) under IND AS 109 Financial Instruments if it meets both the following criteria: (1) The asset is held within a business model whose objective is to hold the financial asset in order to collect contractual cash flows, and (2) The contractual terms of the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified date (the ‘SPPI’ contractual cash flow characteristics test). This category is the most relevant to the Group. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables. ii) Financial assets at fair value through other comprehensive income (FVTOCI): All equity investment in scope of IND AS 109 Financial Instruments are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which IND AS 103 Business Combinations applies are classified as fair value through profit or loss. For all other equity instruments, the Group may make irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Group makes such election on an instrument-to-instrument basis. The classification is made on initial recognition and is irrevocable. If the Group decides to classify an equity instrument through fair value through other comprehensive income (FVTOCL), then all fair value changes in the instruments excluding dividends, are recognised in OCI and is never recycled to Restated Consolidated Statement of Profit & Loss (including other comprehensive income), even on sale of the instrument. Dividends are recognised as other income in the Restated Consolidated Statement of Profit & Loss (including other comprehensive income) when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI iii) Financial assets at fair value through profit or loss (FVTPL) Financial assets at fair value through profit or loss include financial assets held for trading, e.g., derivative instruments, financial assets designated upon initial recognition at fair value through profit or loss, e.g., debt or equity instruments, or financial assets mandatorily required to be measured at fair value, i.e., where they fail the SPPI test. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Financial assets with cash flows that do not pass the SPPI test are required to be classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortised cost or at fair value through OCI, as described above, debt instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in profit or loss. 355Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information De-recognition of financial assets A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when: • The rights to receive cash flows from the asset have expired, or • The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Financial liabilities and equity instruments: a) Classification as debt or equity Debt and equity instruments issued by a Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. b) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs. c) Financial liabilities Financial liabilities are classified as either financial liabilities at ‘FVTPL’ or ‘other financial liabilities'. Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings or payables, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. Subsequent measurement The subsequent measurement of financial liabilities depends on their classification as follows: i) Financial liabilities measured at amortized cost After initial recognition, financial liabilities are subsequently measured at amortized cost using the effective interest method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Restated Consolidated Statement of Profit & Loss (including other comprehensive income). ii) Financial liabilities at fair value through profit or loss (FVTPL) Financial liabilities at fair value through profit or loss include financial liabilities held for trading. Gains or losses on liabilities held for trading are recognized in Restated Consolidated Statement of Profit & Loss (including other comprehensive income). Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not 356Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information subsequently transferred to P&L. However, the group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the Restated Consolidated Statement of Profit & Loss (including other comprehensive income). De-recognition of financial liabilities A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Restated Consolidated Statement of Profit & Loss (including other comprehensive income). Offsetting of financial instruments Financial assets and financial liabilities are offset with the net amount reported in the Restated Consolidated Statement of Assets and Liabilities only if there is a current enforceable legal right to offset the recognised amounts and there is an intent to settle on a net basis, or to realise the assets and settle the liabilities simultaneously. Impairment of financial assets The group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. For trade receivables, deposits and contract assets, the group applies a simplified approach in calculating ECLs. Therefore, the group does not track changes in credit risk but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. e. Revenue recognition Revenue from sale of goods is recognized at point in time when control is transferred to the customer and it is probable that consideration will be collected. Control of goods is transferred upon the shipment of the goods to the customer or when goods is made available to the customer. Revenue is measured based on the transaction price, which is the consideration, adjusted for variable consideration such as volume discounts, cash discounts etc. as specified in the contract with the customer. The Company collects Goods and Services Tax on behalf of the government and therefore, these are not economic benefits flowing to the Company. Hence, these are excluded from the revenue. The Group has concluded that it is the principal in all of its revenue arrangements since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed to inventory and credit risks. No element of financing is deemed present as the majority of sales are on cash basis and credit sales are made with normal credit period consistent with market practice. Income from trading sales Revenue from sale of goods is recognised when the goods are delivered to customers, all significant contractual obligations have been satisfied and the collection of the resulting receivable is reasonably expected. Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of customer returns, trade allowance, rebates, goods and services tax and amount collected on behalf of third parties. 357Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information Income from sale of service Revenue from sale of services is recognized in accordance with the terms of the relevant agreements and is net of goods and service tax (GST), where applicable as accepted and agreed with the customers. Interest income Interest income on financial assets at amortised cost is recognised using the effective interest method. Effective interest is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in other income in the Restated Consolidated Statement of Profit & Loss (including other comprehensive income). Dividend income Dividend income is recognised when the Group's right to receive the payment is established by the reporting date. Contract balances- Trade receivables A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in point (d) above. Contract liabilities A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the group transfers the related goods or services. Contract liabilities are recognised as revenue when the group performs under the contract (i.e., transfers control of the related goods or services to the customer). f. Taxes Tax expense comprises of current tax and deferred tax. Current income tax Current income tax is measured at the amount expected to be paid to or recovered from the tax authorities in accordance with the Income-tax Act, 1961. using the tax rates and tax laws that have been enacted during the relevant period. The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of reporting period in India where the Company operates and generates taxable income. Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Deferred tax Deferred tax is provided using the Restated Consolidated Statement of Assets and Liabilities approach on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date using the tax rates and the tax laws enacted or substantively enacted at the reporting date. Deferred tax liabilities are recognised for all taxable temporary differences, except: • When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss 358Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information • In respect of taxable temporary differences associated with investments in subsidiaries, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except: • When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss • In respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. g. Property, plant and equipment Recognition and measurement All items of property, plant and equipment except Freehold Land are initially measured at cost and subsequently it is measured at cost less accumulated depreciation and impairment losses, if any. Freehold Land Cost is carried at cost, net of accumulated impairment loss, if any. Cost comprises the purchase price, taxes, duties, freight, and any attributable cost of bringing the asset to its working condition for its intended use. When significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly Any subsequent cost incurred is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in Restated Consolidated Statement of Profit & Loss (including other comprehensive income) as incurred. Capital work in progress comprises cost of property, plant and equipment (including related expenses), that are not yet ready for their intended use at the reporting date and it is carried at cost less accumulated impairment losses Gains or losses arising from de-recognition of property, plant and equipment are measured as the difference between the net disposal proceeds and carrying amount of the assets and are recognised in the Restated Consolidated Statement of Profit & Loss (including other comprehensive income) when the asset is derecognised. 359Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information On transition to IND AS, the group has elected to continue with the carrying value of all its property, plant and equipment measured as per the previous GAAP and use that carrying value as the deemed cost of the property, plant and equipment. Depreciation on Property, plant and equipment Depreciation is calculated on the straight line basis over the estimated useful lives of the assets. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used. The Group has used the following life to provide depreciation on its property, plant and equipment. The rates of depreciation are equal to the corresponding rates prescribed in Schedule II to the Companies Act, 2013. Depreciation on addition / disposals during the year has been provided on pro rata. An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. h. Intangible Assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred. The useful lives of intangible assets are assessed as either finite or indefinite. On transition to IND AS, the group has elected to continue with the carrying value of all its Intangible Assets measured as per the previous GAAP and use that carrying value as the deemed cost of the Intangible Assets. Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the Restated Consolidated Statement of Profit & Loss (including other comprehensive income) unless such expenditure forms part of carrying value of another asset. Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when the asset is derecognised. Amortisation of intangible assets 360Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information Amortisation is calculated on the straight-line basis over the estimated useful lives of the assets. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used. The Group has used the following life to provide amortisation on its intangible assets. Class of asset Useful lives estimated by the management (years) Software 3 - 6 years Product Development Cost 5 years There are no intangible assets with indefinite useful lives. i. Leases The group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Group as a lessee The Group’s lease asset classes primarily consist of leases for Land & buildings, Plant and Equipment and Computers. The group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. Right-of-use assets The group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:  Leasehold land - Over the shorter of the lease term and the estimated useful lives of the assets Lease Liabilities At the commencement date of the lease, the group recognises lease liabilities measured at the present value of the future lease payments. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments. Lease liability and ROU asset have been separately presented in the Restated Consolidated Statement of Assets and Liabilities and lease payments have been classified as financing cash flows. The right-of-use assets are also subject to impairment. Refer to the accounting policies in Note k Impairment of non- financial assets. 361Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information Short-term leases and leases of low-value assets The group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as an operating expense in the Restated Consolidated Statement of Profit & Loss (including other comprehensive income). j. Inventories Basis of valuation Inventories other than scrap materials are valued at lower of cost and net realizable value. The comparison of cost and net realizable value is made on an item-by-item basis. Method of valuation Cost of raw materials, packing materials and traded goods are determined by using weighted average method and comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. k. Impairment of Non-financial assets The Group assesses, at each reporting date, whether there is an indication that an asset or a group of assets may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators. The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Group extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the entity operates, or for the market in which the asset is used. Impairment losses of continuing operations, including impairment on inventories, are recognised in the Restated Consolidated Statement of Profit & Loss (including other comprehensive income). For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, 362Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase. l. Cumulative Compulsorily Convertible Preference Shares (CCPSs) Cumulative Compulsorily Convertible Preference Shares is equity components based on the terms of the contract. On issuance of the convertible preference shares, the proceeds is allocated to the conversion option that is recognised and included in equity since conversion option meets Ind AS 32 criteria for fixed to fixed classification. m. Provisions Provisions are recognised when the Group 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 Restated Consolidated Statement of Profit & Loss (including other comprehensive income) net of any reimbursement. If 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 relevant period 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 India, the Group 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 Group. 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 group recognises related restructuring costs Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The group recognises the following changes in the net defined benefit obligation as an expense in the Restated Consolidated Statement of Profit & Loss (including other comprehensive income): • Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non- routine settlements; and • Net interest expense or income 363Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information 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 Restated Consolidated Statement of Assets and Liabilities 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 Group 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 Group on this defined contribution plan. Compensated absences Accumulated leave, is expected to be utilized within the next 12 months, and are treated as short-term employee benefit. The Company treats the entire leave as current liability in the Restated Consolidated Statement of Assets and Liabilities, since it does not have an unconditional right to defer its settlement for 12 months after the reporting date. It is measured on the basis of an actuarial valuation done by an independent actuary on the projected unit credit method at the end of each financial year. o. Share-based payments Employees (including senior executives) of the Group 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 Group’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 Group’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 364Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information 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. If 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 32). 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, further details of which are given in Note 40. 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 Restated Consolidated Statement of Assets and Liabilities 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 Group’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 Group; 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 recognised when virtually certain on the Restated Consolidated Statement of Assets and Liabilities of the Group, except for contingent liabilities assumed in a business combination that are present obligations arising from past events and which the fair values can be reliably determined. Contingent liabilities recognised in a business combination A contingent liability recognised in a business combination is initially measured at its fair value. Subsequently, it is measured at the higher of the amount that would be recognised in accordance with the requirements for provisions or the amount initially recognised less, when appropriate, cumulative amortisation recognised in accordance with the requirements for revenue recognition. r. Earnings per share Basic earnings per share is computed by dividing the net profit after tax attributable to equity shareholders of the parent company for the year by the weighted average number of equity shares outstanding during the period. Diluted 365Hexagon Nutrition Limited (formerly known as Hexagon Nutrition Private Limited) CIN : U24110MH1993PLC072189 Annexure V - Material Accounting Policies to the Restated Consolidated Financial Information earnings per share is computed by dividing the net profit after tax attributable to ordinary equity holders of the parent 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. Ordinary shares that will be issued upon the conversion of mandatorily convertible instruments are included in the calculation of basic earnings per share from the date the contract is entered into. 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 Group 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 Group 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 Chief Financial Officer. The Managing Director assesses the financial performance and position of the Group as a whole, and makes strategic decisions. u. Cash Flow Ind AS 7 requires to exclude non-cash transaction relating to investing and financing activities from the statement of cash flow. However, such transactions should be disclosed elsewhere in the financial statements. 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. 366HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VI - STATEMENT OF RESTATED CONSOLIDATED ADJUSTMENTS TO THE AUDITED FINANCIAL INFORMATION (All amounts in Rupees millions, unless otherwise stated) Part : A Statement of adjustments to Restated Financial information ReconciliationbetweentotalequityasperrestatedfinancialstatementsfortheyearendedMarch31,2025,March31,2024andMarch31,2023withrestatedfinancial information: As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Total equity (as per audited consolidated financial statements) 1,941.81 1,759.45 1,630.81 (i) Audit qualifications - - - (ii) Adjustments due to change in accounting policy / material errors / other adjustments - - - (iii) Restatement adjustments - (0.72) 0.03 (iii) Deferred tax impact on adjustments in (i) and (ii), as applicable - - - Total Adjustments (i+ii+iii) - (0.72) 0.03 Total Equity as per restated consolidated statement of assets and liabilities 1,941.81 1,758.73 1,630.84 ReconciliationbetweenprofitaftertaxasperrestatedfinancialstatementsfortheyearendedMarch31,2025,March31,2024andMarch31,2023withrestatedfinancial information: As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Profit after tax (as per audited restated consolidated financial statements) 243.05 122.89 57.09 (i) Audit qualifications - - - (ii) Adjustments due to change in accounting policy / material errors / other adjustments - - - (iii) Restatement adjustments 0.72 (0.75) 1.15 (iii) Deferred tax impact on adjustments in (i) and (ii), as applicable - - - Total Adjustments (i+ii+iii) 0.72 -0.75 1.15 Restated profit after tax for the year 243.77 122.14 58.24 Part : B Non-Adjusting Events (a) Audit qualifications for the respective period/years, which do not require any adjustments in the restated financial information are as follows: There are no audit qualifications in auditors report on the financial statements for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023. (b) Emphasis of matters in the Auditors’ report which do not require any corrective adjustments in the restated financial information: As at and for the year ended March 31, 2025 EmphasisofMatters:WedrawattentiontoNote17totheannualfinancialstatements,whichindicatesthattheonesubsidiarycompanyieHexagonNutrition(PTY)Limited incurredanetprofitofRAND/ZAR32,112duringtheyearendedMarch31,2025and,asofthatdate, thecompany’stotalliabilitiesexceededits totalassetsbyRAND/ZAR 7,244,638.Thenotestatesthattheseeventsorconditions,alongwithothermattersassetforthinNote17totheannualfinancialstatements,indicatethatamaterialuncertaintyexists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. As at and for the year ended March 31, 2024 EmphasisofMatter:WedrawattentiontoNote18totheannualfinancialstatements,whichindicatesthattheonesubsidiarycompanyieHexagonNutrition(PTY)Limitedincurred anetlossofRAND/ZAR(2,252,336)duringtheyearendedMarch31,2024and,asofthatdate,thecompany’stotalliabilitiesexceededitstotalassetsbyRAND/ZAR7,267,750.The notestatesthattheseeventsorconditions,alongwithothermattersassetforthinNote18totheannualfinancialstatements,indicatethatamaterialuncertaintyexiststhatmaycast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. As at and for the year ended March 31, 2023 EmphasisofMatter:WedrawattentiontoNote18totheannualfinancialstatements,whichindicatesthattheonesubsidiarycompanyieHexagonNutrition(PTY)Limitedincurred anetlossofRAND/ZAR(3,487,738)duringtheyearendedMarch31,2023and,asofthatdate,thecompany’stotalliabilitiesexceededitstotalassetsbyRAND/ZAR5,024,414.The notestatesthattheseeventsorconditions,alongwithothermattersassetforthinNote18totheannualfinancialstatements,indicatethatamaterialuncertaintyexiststhatmaycast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. 367HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VI - STATEMENT OF RESTATED CONSOLIDATED ADJUSTMENTS TO THE AUDITED FINANCIAL INFORMATION (All amounts in Rupees millions, unless otherwise stated) (c) Other matters reported in Annexure A referred to Independent Auditor's Report issued under Companies (Auditor’s Report) Order, 2020 ('CARO, 2020'): As at and for the year ended March 31, 2025 Clause (vii)(b): Hexagon Nutrition Limited (Holding Company) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, there are no dues in respect of the statutory dues referred in foregoing paragraph (vii)(a) which have not been deposited on account of any dispute except the following: Period to which the Name of statute Nature of Dues Amount Forum where dispute is pending amount relates Mis-classification and wrong Office of the Commissioner of Customs, Customs Act 1.16 A.Y. 2024-25 claim of IGST exemption Chennai_II (Import) Hexagon Nutrition (Exports) Private Limited (Subsidiary of the Company): According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, there are no dues in respect of the statutory dues referred in foregoing paragraph (vii)(a) which have not been deposited on account of any dispute except the following: Sr. No. Name of statute Nature of Dues Amount Period to which the amount relates 1 Income Tax Reassessment u/s 147 25.00 A.Y. 2016-17 CIT Appeals Differencebetween 3CDand 2 Income Tax 0.93 A.Y. 2020-21 Income Tax Portal ITR As at and for the year ended March 31, 2024 Clause (vii)(b): Hexagon Nutrition (Exports) Private Limited (Subsidiary of the Company ): AccordingtotheinformationandexplanationsgiventousandonthebasisofourexaminationoftherecordsoftheCompany,statutoryduesrelatingtoGST,Providentfund, Employees’ State Insurance, Income-tax, Duty of Customs, Cess or other statutory which have not been deposited on account of any dispute are as follows. Refer Annexure B Period to which the Forum where dispute Sr. No. Name of statute Nature of Dues Amount amount relates is pending 1 Income Tax Reassessment u/s 147 26.48 A.Y. 2016-17 CIT Appeals As at and for the year ended March 31, 2023 Clause (vii)(b): Hexagon Nutrition (Exports) Private Limited (Subsidiary of the Company ): AccordingtotheinformationandexplanationsgiventousandonthebasisofourexaminationoftherecordsoftheCompany,statutoryduesrelatingtoGST,Providentfund, Employees’ State Insurance, Income-tax, Duty of Customs, Cess or other statutory which have not been deposited on account of any dispute are as follows. Refer Annexure B Period to which the Forum where dispute Sr. No. Name of statute Nature of Dues Amount amount relates is pending 1 Income Tax Reassessment u/s 147 26.48 A.Y. 2016-17 CIT Appeals Part : C Regrouping Appropriateregrouping/reclassification(ifany)havebeenmadeintheRestatedStatementofAssetsandLiabilities,RestatedStatementofProfitandLossandRestatedStatementof Cashflows,whereverrequired,byreclassificationofthecorrespondingitemsofincome,expenses,assetsandliabilitiesandcashflows,inordertobringtheminlinewiththe accounting policies and classification as per the Audited Special Purpose Ind AS Financial Statements for the years ended March 31, 2025, March 31, 2024 and March 31, 2023. 368HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Note 3 : Property, Plant and Equipment & Capital work-in-progress Factory Electrical Factory Plant & Office Capital work-in- Particulars Freehold Land Office Building Computer Furniture Motor Car Total Building Fittings Equipments Machinery Equipments progress Cost or deemed cost (gross carrying amount): As at April 01, 2022 14.00 339.88 151.47 21.43 25.58 105.95 71.65 255.45 20.76 15.50 1,021.67 68.29 Additions - 19.74 1.19 1.03 11.30 9.37 9.30 38.17 - 3.03 93.13 57.46 Disposals - - - (6.22) (0.38) (0.66) (3.11) (16.18) (4.28) (0.12) ( 30.95) (84.66) As at March 31, 2023 14.00 359.62 152.66 16.24 36.50 114.66 77.84 277.44 16.48 18.41 1,083.85 41.09 Additions - 31.15 - 1.44 5.47 35.62 14.46 88.09 - 1.57 177.80 150.12 Disposals - ( 0.21) - ( 1.68) ( 1.45) ( 13.80) ( 5.50) ( 7.33) ( 5.82) ( 1.37) ( 37.16) ( 168.17) As at March 31, 2024 14.00 390.56 152.66 16.00 40.52 136.48 86.80 358.20 10.66 18.61 1,224.49 23.04 Additions - 33.89 - 0.88 1.48 19.68 11.86 8.97 - 2.01 78.77 79.31 Disposals - - - - - ( 0.34) - ( 2.60) ( 1.92) ( 0.14) ( 5.00) ( 68.61) As at March 31, 2025 14.00 424.45 152.66 16.88 42.00 155.82 98.66 364.57 8.74 20.48 1,298.26 33.74 Accumulated Depreciation As at April 01, 2022 - 125.75 43.72 18.04 18.74 59.87 42.74 158.00 16.20 10.96 494.02 Depreciation for the year - 16.78 5.24 2.38 2.66 12.51 8.19 22.09 1.29 1.85 72.99 Deletions / Adjustments - - - (5.92) (0.36) (0.49) (2.75) (12.29) (4.00) (0.12) ( 25.93) As at March 31, 2023 - 142.53 48.96 14.50 21.04 71.89 48.18 167.80 13.49 12.69 541.08 - Depreciation for the year - 16.10 5.05 1.44 3.95 11.21 8.54 28.97 0.79 1.82 77.86 - Deletions / Adjustments - ( 0.05) - ( 1.58) ( 1.38) ( 10.33) ( 5.22) ( 1.63) ( 4.73) ( 1.28) ( 26.20) - As at March 31, 2024 - 158.58 54.01 14.36 23.61 72.77 51.50 195.14 9.55 13.23 592.74 - Depreciation for the year - 17.89 4.79 1.25 4.42 14.72 9.33 31.48 0.27 1.92 86.07 - Deletions / Adjustments - - - - - ( 0.19) - ( 0.23) ( 1.82) ( 0.11) ( 2.35) - As at March 31, 2025 - 176.47 58.80 15.61 28.03 87.30 60.83 226.39 8.00 15.04 676.46 - Carrying amounts (net) As at March 31, 2023 14.00 217.09 103.70 1.74 15.46 42.77 29.66 109.64 2.99 5.72 542.77 41.09 As at March 31, 2024 14.00 231.98 98.65 1.64 16.91 63.71 35.30 163.06 1.11 5.38 631.74 23.04 As at March 31, 2025 14.00 247.98 93.86 1.27 13.97 68.52 37.83 138.18 0.74 5.44 621.79 33.74 369HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) CWIP Ageing Schedule As at March 31, 2025 Amount in CWIP for a period of Total CWIP Less than 1 More than 3 1-2 years 2-3 years year years Projects in progress 33.74 - - - 33.74 Projects temporarily suspended - - - - - As at March 31, 2024 Amount in CWIP for a period of Total CWIP Less than 1 More than 3 1-2 years 2-3 years year years Projects in progress 21.76 - - 1.28 23.04 Projects temporarily suspended - - - - - As at March 31, 2023 Amount in CWIP for a period of Total CWIP Less than 1 More than 3 1-2 years 2-3 years year years Projects in progress 22.61 11.93 2.26 4.29 41.09 Projects temporarily suspended - - - - - 370HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) 4 Right of Use Assets Particulars Leasehold Land Cost or deemed cost (gross carrying amount): As at April 01, 2022 27.54 Additions 1.88 Disposals - As at March 31, 2023 29.42 Additions - Disposals - As at March 31, 2024 29.42 Additions 3.35 Disposals - As at March 31, 2025 32.77 Accumulated amortisation expenses As at April 01, 2022 7.05 Amortisation expenses 1.93 Disposals/Adjustments - As at March 31, 2023 8.98 Amortisation expenses 2.70 Disposals/Adjustments - As at March 31, 2024 11.68 Amortisation expenses 1.24 Disposals/Adjustments - As at March 31, 2025 12.92 Carrying amounts (net) As at March 31, 2023 20.44 As at March 31, 2024 17.74 As at March 31, 2025 19.85 5 Intangible Assets Intangible Assets Particulars Software Under Development Cost or deemed cost (gross carrying amount): As at April 01, 2022 9 .54 - Additions 1 .03 - Disposals (0.38) - As at March 31, 2023 1 0.19 - Additions 0 .09 0.94 Disposals (0.79) - As at March 31, 2024 9 .49 0.94 Additions 0 .06 5.77 Disposals - - As at March 31, 2025 9 .55 6.71 Accumulated amortisation expenses As at April 01, 2022 8 .21 - Amortisation expenses 0 .59 - Disposals/Adjustments (0.36) - As at March 31, 2023 8 .44 - Amortisation expenses 0 .62 - Disposals/Adjustments (0.75) - As at March 31, 2024 8 .31 - Amortisation expenses 0 .37 - Disposals/Adjustments - - As at March 31, 2025 8 .68 - Carrying amounts (net) As at March 31, 2023 1 .75 - As at March 31, 2024 1 .18 0.94 As at March 31, 2025 0 .87 6.71 371HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 6 OTHER FINANCIAL ASSETS - NON CURRENT Secured, considered good Unsecured, Considered good Inter Corporate Deposits 50.42 - - Security Deposits * Long Term 5.06 5.22 5.04 Fixed Deposits having maturity of more than 12 months 9.95 10.84 5.22 TOTAL 65.43 16.06 10.26 Above fixed deposits of Rs. 9.95 mn (31.03.2024 Rs. 0.03 mn) are marked against Bank Guarantees and credit card availed by the company. 7 DEFERRED TAX ASSETS (NET) (a) Deferred Tax Assets Disallowance under Section 43B of the Income Tax Act, 1961 1 4.87 1 3.05 1 1.54 Provision for Expected credit loss 3 .42 2 .33 6 .64 On adoption of Ind AS 116 Leases 1 .51 1 .34 1 .18 MAT Credit Entitlement 6 .61 6 .61 6 .61 Unabsorbed Depreciation and Business Loss 8 .24 8 .22 4 .87 Disallowance under Section 43B h of the Income Tax Act, 1961 0 .84 0 .09 - (b) Deferred Tax Liability Financial assets carried at amortised cost ( 0.10) ( 0.07) ( 0.06) Gain on Investments carried at fair value ( 4.92) ( 2.46) ( 1.26) On adoption of Ind AS 116 Leases ( 0.16) ( 0.17) ( 0.12) Financial liabilities carried at amortised cost - - ( 0.02) Related to Property, Plant and Equipment ( 2.41) ( 3.91) ( 2.46) TOTAL 27.90 25.03 26.92 8 OTHER NON CURRENTS ASSETS Unsecured, Considered good Capital Advances 0.54 2.53 5.51 Prepaid expenses Loan Processing 0.33 0.46 0.53 TOTAL 0.87 2.99 6.04 9 INVENTORIES Raw Materials & Packing Materials 4 33.80 4 65.49 4 61.82 Work-in-progress 1 2.34 5 1.01 7 8.80 Finished goods 1 61.14 2 73.25 3 31.17 Stores, Spares and Consumables 4 .77 4 .00 3 .38 TOTAL 612.05 793.75 875.17 10 INVESTMENTS Investments valued at fair value through profit and loss (FVTPL) Investment in mutual funds 3 39.52 189.86 300.79 TOTAL 339.52 189.86 3 00.79 372HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Note 10.1 Detailed list of Current investments As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Particulars No of units Cost Fair Value No of units Cost Fair Value No of units Cost Fair Value I. Investments valued at fair value, fully paid up, quoted a) Investments in mutual fund EQUITY MUTUAL FUNDS ICICI Prudential Equity Arbitrage Fund - - - - - - 1,78,688 5 .00 5.23 Kotak Equity Arbitrage Fund-Growth 1 4,86,243 5 0.94 54.82 6 ,12,833 2 0.00 21.02 1 ,64,483 5 .00 5.23 HDFC Equity Savings Fund - Growth - - - 1,17,116 5 .88 7.00 3 ,07,848 1 5.30 15.51 Nippon India Equity Savings Fund-Growth Plan - - - - - - 8,13,417 1 0.00 10.62 (ESGPG) Kotak Savings Fund Regular Plan Growth - - - - - - 4,39,663 1 5.65 16.14 DEBT MUTUAL FUNDS - - - - - - Kotak Medium Term Regular Growth - - - - - - 4,56,474 8 .56 8.65 HDFC Ultra Short Term Fund 9 6,99,215 1 38.91 144.28 53,06,311 7 3.39 73.49 1,35,02,076 174.17 174.46 HDFC Multi-Asset Fund - Growth - - - 1,03,813 5 .00 6.36 1 ,03,813 5 .00 5.19 Nippon India Ultra Short Duration Fund - Growth Option 13,433 4 7.51 53.15 13,433 4 7.51 49.57 - - - - Growth Plan (CPGPG) ICICI Prudential Ultra Short Term Fund Growth - - - - - - 3,90,073 8 .93 9.21 SBI Magnum Low Duration Fund Growth - - - - - - 3 ,101 8.21 9.25 HDFC Asset Allocator FOF Regular Growth - - - 4,76,621 5 .00 7.36 4 ,76,621 5 .00 5.87 Aditya Birla Sunlife Saving Fund 1 ,56,674 7 9.97 84.19 50,253 2 3.47 25.06 76,323 3 5.00 35.43 Mirae Asset Ultra Short Duration Fund 2 ,398 3.00 3.08 - - - - - - Total Current Investments 3 20.33 3 39.52 1 80.25 1 89.86 2 95.82 3 00.79 As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Details: Aggregate amount of quoted investments and market value thereof 339.52 189.86 300.79 Aggregate amount of unquoted investments Aggregate amount of impairment in value of investments 373HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Particulars As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 11 TRADE RECEIVABLES a) Considered Good - Secured - - - b) Considered Good - Unsecured 6 07.68 4 81.48 7 38.04 c) Significant increase in Credit Risk 4 .11 1 2.84 1 4.40 d) Credit impaired 9 .83 1 .02 1 6.88 6 21.62 4 95.34 7 69.32 Less : Provision for doubtful debts 9 .83 1 .02 1 6.88 Less : Provision for expected credit loss 1 3.55 9 .18 1 0.50 TOTAL 5 98.24 4 85.14 7 41.94 Ageing of Trade Receivables As at March 31, 2025 Outstanding for following periods Particulars Less than 6 Total 6 months - 1 year 1-2 years 2-3 years More than 3 years months (i) Undisputed Trade receivables – 6 07.68 - - - - 6 07.68 considered good (ii) Undisputed Trade receivables – which have significant increase in credit - 2 .20 0 .64 0 .56 0 .71 4 .11 risk (iii) Undisputed Trade Receivables – - 0 .47 3 .18 5 .16 1 .02 9 .83 credit impaired (iv) Disputed Trade receivables – - - - - - - considered good (v) Disputed Trade receivables – which - - - - - - have significant increase in credit risk (vi) Disputed Trade Receivables – credit - - - - - - impaired As at March 31, 2024 Outstanding for following periods Particulars Less than 6 6 months - 1 year 1-2 years 2-3 years More than 3 years Total months (i) Undisputed Trade receivables – 4 81.48 - - - - 4 81.48 considered good (ii) Undisputed Trade receivables – which have significant increase in credit - 0 .96 1 0.82 0 .61 0 .45 1 2.84 risk (iii) Undisputed Trade Receivables – - - - - 1 .02 1 .02 credit impaired (iv) Disputed Trade receivables – - - - - - - considered good (v) Disputed Trade receivables – which - - - - - - have significant increase in credit risk (vi) Disputed Trade Receivables – credit - - - - - - impaired As at March 31, 2023 Outstanding for following periods Particulars Less than 6 6 months - 1 year 1-2 years 2-3 years More than 3 years Total months (i) Undisputed Trade receivables – 7 38.04 - - - - 7 38.04 considered good (ii) Undisputed Trade receivables – which have significant increase in credit - 1 3.72 0 .49 0 .06 0 .13 1 4.40 risk (iii) Undisputed Trade Receivables – - - 1 5.86 - 1 .02 1 6.88 credit impaired (iv) Disputed Trade receivables – - - - - - - considered good (v) Disputed Trade receivables – which - - - - - - have significant increase in credit risk (vi) Disputed Trade Receivables – credit - - - - - - impaired 374HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 12 CASH AND CASH EQUIVALENTS Balances with banks - In Current Account 7 1.55 4 4.02 2 7.92 - In Cash Credit Account 2 4.78 0 .46 0 .80 - In EEFC Accounts 4 5.51 6 9.77 5 1.07 - In Fixed Deposits having maturity of less than 3 months 1 0.00 7 8.89 3 3.51 Cash in hand - In reporting currency 0 .12 0 .12 0 .15 - In foreign currency 0 .27 0 .27 0 .42 TOTAL 1 52.23 1 93.53 1 13.87 13 BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS Balances with banks - In Fixed Deposits having maturity of more than 3 months but less than 12 months 4 7.98 4 5.42 1 08.17 - In Unpaid Dividend Account 0.00 0.00 0.00 TOTAL 47.98 45.42 108.17 Above fixed deposits of of Rs. 47.98 mn (31.03.2024 Rs. 45.42 mn) are marked against Collateral, Bank Guarantees, Credit Card availed by Company. 14 OTHER FINANCIAL ASSETS - CURRENT Interest Receivable 1 .17 1 .36 2 .75 Export Incentive Receivable & licences 1 .42 0 .73 0 .28 Security Deposits Short term 1 2.56 1 3.95 1 4.57 TOTAL 1 5.15 1 6.04 1 7.60 15 CURRENT TAX ASSETS (NET) Income Tax-Advance Tax & TDS (Net of Provision for Income Tax) - 2 .33 9 .25 TOTAL - 2 .33 9 .25 16 OTHER CURRENT ASSETS Advance to suppliers 1 7.43 8 .38 2 5.88 Prepaid Expenses 4 .35 5 .38 6 .14 Prepaid Insurance 8 .39 6 .96 5 .83 Balance with Government Authorities 3 4.38 3 2.70 2 5.18 Capital Advances 1 .64 4 .78 7 .69 Imprest/Advance To Staff 2 .28 2 .04 2 .05 Others other Current Assets 2 .79 0 .41 0 .17 TOTAL 7 1.26 6 0.65 7 2.94 OthersincludesTDSreceivablefromNBFCandE-commerceplatform,Businesssupportservice&corporateguarantee income receivable etc. 375HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Particulars As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 17 EQUITY Authorised 15,01,00,000 Equity Shares (31.3.2024 : 15,01,00,000) of Rs.1 each 1 50.10 1 50.10 1 50.10 1,25,00,000 Preference Shares (31.3.2024 : 125,00,000) of Rs. 10 each 1 25.00 1 25.00 1 25.00 2 75.10 2 75.10 2 75.10 Issued Subscribed and Paid up 11,06,27,404 (31.3.2024 : 11,06,27,404) Equity Shares of Re.1 each fully paid up 110.63 1 10.63 1 10.63 110.63 1 10.63 1 10.63 17.1 Terms/rights attached to Equity Shares TheholdersofequitysharesofRe.1eachareentitledtoonevotepershare.Theequityshareholdersareentitledtodividendonlyifdividendinaparticularfinancialyear isrecommendedbytheBoardofDirectorsandapprovedbythememberattheannualgeneralmeetingoftheyear.IntheeventofliquidationoftheGroup,theholdersof equityshareswillbeentitledtoreceiveoutoftheremainingassetsoftheGroup,afterdistributionofPreferentialamounts.Thedistributionwillbeinproportiontothe number of equity shares held by share holders. 17.2 Reconciliation of number of Equity Shares outstanding at beginning and at the end of year: Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 In Nos. (In mn.) In Nos. (In mn.) In Nos. (In mn.) Shares outstanding at the beginning of the year 11,06,27,404 110.63 1 1,06,27,404 1 10.63 1 1,05,02,404 1 10.50 Add:- Shares Issued during the year - - - - 1 ,25,000 0 .13 Shares outstanding at the end of the year 11,06,27,404 110.63 1 1,06,27,404 1 10.63 1 1,06,27,404 1 10.63 17.3 The details of shareholder holding more than 5% shares : As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Name of Equity Shareholders No of Shares Percentage No of Shares Percentage No of Shares Percentage Mr. Arun P. Kelkar 2 ,43,46,406 22.01% 2 ,43,46,406 22.01% 2 ,43,46,406 22.01% Mrs. Anuradha A. Kelkar 9 0,53,059 8.18% 9 0,53,059 8.18% 9 0,53,059 8.18% Dr. Nikhil A. Kelkar 2 ,12,16,068 19.18% 2 ,12,16,068 19.18% 2 ,12,16,068 19.18% Mr. Vikram A. Kelkar 2 ,59,45,044 23.45% 2 ,59,45,044 23.45% 2 ,59,45,044 23.45% Mr. Subhash P. Kelkar 2 ,41,88,993 21.87% 2 ,41,88,993 21.87% 2 ,41,88,993 21.87% Total 1 0,47,49,570 94.69% 1 0,47,49,570 94.69% 1 0,47,49,570 94.69% 17.4 Shareholding of Promoters Shares held by promoters at the end As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 of the year/period Promoter name No. of Shares % of total Shares No. of Shares % of total Shares No. of Shares % of total Shares Mr. Arun Kelkar 2 ,43,46,406 22.01% 2 ,43,46,406 22.01% 2 ,43,46,406 22.01% Mr. Subhash Kelkar 2 ,41,88,993 21.87% 2 ,41,88,993 21.87% 2 ,41,88,993 21.87% Dr. Nikhil A. Kelkar 2 ,12,16,068 19.18% 2 ,12,16,068 19.18% 2 ,12,16,068 19.18% Mr. Vikram A. Kelkar 2 ,59,45,044 23.45% 2 ,59,45,044 23.45% 2 ,59,45,044 23.45% Mrs. Anuradha A. Kelkar 9 0,53,059 8.18% 9 0,53,059 8.18% 9 0,53,059 8.18% Mrs. Nutan S. Kelkar 3 6,08,142 3.26% 3 6,08,142 3.26% 3 6,08,142 3.26% Mr. Aditya S. Kelkar 1 5,26,092 1.38% 1 5,26,092 1.38% 1 5,26,092 1.38% 376HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 18 OTHER EQUITY Securities Premium At the beginning of the year 1 70.60 1 70.60 1 68.13 Add/(Less): Due to Issue of Equity Shares - - 2 .47 At the end of the year 1 70.60 1 70.60 1 70.60 General Reserve At the beginning of the year 5 4.69 5 4.69 5 4.69 Add/(Less) : During the year - - - At the end of the year 5 4.69 5 4.69 5 4.69 Foreign currency Translation Reserve At the beginning of the year (4.14) (7.58) 1 .14 Add/(Less) : During the year (10.04) 3 .44 (8.72) Less : During the year - - - At the end of the year (14.18) (4.14) (7.58) Employee Stock Option Outstanding At the beginning of the year - - 1 .03 Add/(Less): During the year ESOP - - (1.03) Less : During the year - - - At the end of the year - - - Retained Earnings As per last Balance Sheet 1 ,298.52 1 ,176.38 1 ,136.55 Add : Due Merger of entity under Common Control - - - Add : Net Profit for the year/period 2 43.77 1 22.14 5 8.24 Appropriations: Add : Impact on transition to Ind AS 116 - - - 1 ,542.29 1 ,298.52 1 ,194.79 Less : Appropriations Dividend Paid - On Cumulative compulsorily convertible preference shares 50.00 0.00 1.83 (Dividend per share Rs. 4.10/- (31.3.2024 : Rs. Nil, 31.3.2023 : Rs. 0.15/-) - On equity shares - - 1 6.58 (Dividend per share Rs. Nil (31.3.2024 : Rs. Nil, 31.3.2023 : Rs. 0.15/-) 1 ,492.29 1 ,298.52 1 ,176.38 0.0001% 1,22,08,212 (31.3.2024 : 1,22,08,212) Cumulative Compulsorily Convertible Preference Shares of Rs. 10 each 1 22.08 1 22.08 1 22.08 fully paid up Other Comprehensive Income (OCI) Opening Balance 6 .35 4 .04 1 .32 Remeasurement of post employment benefit obligation (0.65) 2 .31 2 .72 Closing balance 5 .70 6 .35 4 .04 TOTAL 1 ,831.18 1 ,648.10 1 ,520.21 18.1 Purpose of Reserves; a)Securitiespremiumisreceivedpursuanttothefurtherissueofequitysharesatapremium.Thisisanon-distributablereserveexceptforthefollowinginstanceswhere 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)TheGeneralreserveisusedfromtimetotimetotransferprofitsfromretainedearningsforappropriationpurposes.AstheGeneralreserveiscreatedbyatransferfrom onecomponentofequitytoanotherandisnotanitemofothercomprehensiveincome,itemsincludedintheGeneralreservewillnotbereclassifiedsubsequentlytothe statement of profit and loss. c) Foreign Currency Translation Reserve represents exchange differences arising on account of conversion of foreign operations to Company's functional currency. d) Retained earnings represents the accumulated profits of the Company. 377HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) 18.2 Terms/ rights/ redemption attached to Cumulative Compulsorily Convertible Preference Shares (CCPS) Issue of Investor Preference Shares TheCompanyherebyagreestotakeallsuchstepsasarerequired,includingpassingofallnecessaryresolutionstoensurethattheInvestorPreferenceShares,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. 18.3 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)expiryofthelatesttimepermittedunderapplicableLaw,whenconsideringthelistingtheEquitySharesoftheCompanypursuanttoaQIPOorIPOorOfferForSale; or (ii)expiryof19(nineteen)yearsand11(eleven)monthsfromtheCCPSCompletionDate(asdefinedintheSSA)(“ConversionPeriod”);or(iii)anytimepriortothe expiry of the Conversion Period at the option and discretion of the Investor. (b)IntheeventtheInvestorexercisesitsrightstoconvertanyoftheInvestorPreferenceSharesinaccordancewiththeTransactionDocuments,thentheInvestorcan notify the Company of the date on which Conversion needs to take place (“Conversion Notice”). (c)Intheeventofoccurrenceofeventsunderparagraph18.3(a)(i)above,theCompanyshallattherelevanttimeproceedforConversionwithpriorwrittenconfirmation of the Investor. (d) In the event of occurrence of events under paragraph 18.3(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 18.4 below. (f)TheCompanyherebyagreesandundertakesthatwithin15(fifteen)daysofreceivingtheConversionNotice,orexpiryof15(fifteen)daysfromtheConversion Period,ortherelevanttimeoftheQIPOorOfferForSaleasthecasemaybe(“ConversionDate”),theCompanyshallconverttheInvestorPreferenceSharesin accordancewiththeconversionratiospecifiedinparagraph18.4below.Forsuchpurpose,theCompanyshallholdameetingoftheBoardorShareholders,asmaybe required, and pass necessary resolutions issuing the Equity Shares to the Investor. (g)IntheeventuponConversion,theEquitySharesproposedtobeissuedtotheInvestorarefractionalinnumber,thenthenumberofEquitySharesshallberoundedoff to the next whole number. (h)TheEquitySharessoissuedandallottedtotheInvestorshallcarry,fromthedateofConversion,allrightsparipassuwiththeEquitySharesoftheCompanyexisting as of date and each Equity Share shall carry one vote. (i)TheCompanyshalltakeallnecessaryapprovalsandrequisitestepsunderLawtoensurethattheaforesaidnumberofEquitySharesisissuedtotheInvestorincluding 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)TheInvestorshallhavetherighttoconverteachInvestorPreferenceShares,atanytime,into1(one)EquityShareeach,withoutanyadditionalpaymentforsuch Conversion, subject to adjustment to facilitate the payout upon a Liquidation Event. (k)TheCompanyshalltakeallnecessaryapprovalsandrequisitestepsunderapplicableLawtoensurethattheaforesaidnumberofEquitySharesisissuedtothe Investor. 18.4 Conversion Ratio (a)SubjecttotheprovisionsofClause5oftheSHA(Anti-dilution),adjustmentspursuanttosub-clause(b)belowandanyotherapplicableprovisionsofthisAgreement, theInvestorshallbeentitledtoconverttheInvestorPreferenceShares,ataninitialconversionratioof1:1.006757138(“ConversionRatio”),withoutanyadditional payment for such Conversion. (b)UponoccurrenceofAdjustmentEventpriortoaQIPO,theInvestorshallbeentitledtoeither:(i)anadjustmentoftheConversionRatioinaccordancewiththe formulaprovidedunderScheduleAbelow;or(ii)requirethePromotersandtheCompanytoprovidetheInvestorswithacompleteexitwithinaperiodof90(ninety)ss days at a price equal to or more than the Trigger Price. 18.5 Dividend TheInvestorshallbeentitledtoreceivenon-cumulativedividendsontheInvestorPreferenceSharesinpreferencetoanydividendontheEquitySharesoftheCompany attherateof0.0001%(zeropointzerozerozeroonepercent)oftheSaleConsideration(asdefinedintheSPA)paidbytheInvestor,perannumfortheInvestor PreferenceShares,if,whenandasdeclaredbytheBoard.Foranyotherdividendsordistributions,theInvestoralsoshallbeentitledtoparticipateproratainany dividends paid on the Equity Shares on an As Converted Basis adjusted for any par value changes, on a cumulative basis. 18.6 Voting SubjecttoapplicableLaw,theInvestorPreferenceSharesshallcarrysuchvotingrightsasareexercisablebypersonsholdingEquitySharesintheCompanyandshallbe treatedparipassuwiththeEquitySharesonallvotingmatters.Further,subjecttoapplicableLaw,theholdersofInvestorPreferenceSharesandEquitySharesshallvote together and not as a separate class. 18.7 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. 18.8 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. 18.9 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. 378HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) 18.10 Reconciliation of number of cumulative convertible preference shares outstanding at beginning and at the end of year: Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 In Numbers (Rs. In mn) In Numbers (Rs. In mn) In Numbers (Rs. In mn) Shares outstanding at the beginning of the year 1 ,22,08,212 1 22.08 1 ,22,08,212 1 22.08 1 ,22,08,212 1 22.08 Add:- Shares Issued during the year - - - - - - Shares outstanding at the end of the year 1 ,22,08,212 1 22.08 1 ,22,08,212 1 22.08 1 ,22,08,212 1 22.08 18.11 The details of shareholder holding more than 5% cumulative compulsorily convertible preference shares: As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Name of Preference Shareholders No of Shares Percentage No of Shares Percentage No of Shares Percentage Somerset Indus Healthcare Fund I Ltd. - - 1,21,35,056 99.40% 1,21,35,056 99.40% Vinay Rajendrakumar Nagda 61,11,111 50.06% - - - - Aquarius Wealth Services Private Limited 10,00,000 8.19% - - - - Mahendra Kumar Dhanuka 6,66,667 5.46% - - - - TheCompanyhaspaidPreferencedividendat0.0001%onfacevalueofCumulativeCompulsorilyConvertiblePreferenceSharesasapproved intheAnnualGeneral Meeting head on 17th September 2024. The Company has paid interim dividend to preference shareholder @ Rs.4.10 per share as approved in the Exatraordinary General Meeting held on 20th February 2025 As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 19 LONG TERM BORROWINGS Secured Loans From banks Term Loans 7 1.04 8 4.56 3 7.26 TOTAL 7 1.04 8 4.56 3 7.26 19.1 CitiBankSanctionedTermLoanofRs.90.00mnason31stMarch2025.TermLoanofRs. 53.91mn(31.3.24:Rs.39.70mn)includingcurrentmaturitiesofLong TermBorrowings,issecuredagainstExclusivechargeon1)MovablefixedassetsfundedoutoftheTermLoan,2)LandandBuildingsituatedatNALandLevelled= 160R for Three Plots : Premix Plot, Factory Unit-1 and Canteen located at Gut No. 92 part, Lakhmapur Shiwar, Tal. Dindori, Nashik. TermLoanhasbeensanctionedbyIndianBankMEPZBranch,(MTLMachineryReview-Rs.29.60mn,OpenTermloanRs.19.50mnandFreshTermloan Rs.29.00mn)TheAboveTermLoan(includingCurrentMaturityofLongTermDebt)O/sas on31.03.2025ofRs56.29mn(31.03.2024:Rs.63.88mn).TheTerm Loan is secured as Exclusive Charge as follows: For MTL Machinery Review : Hypothecation of Plant and machinery; and other movables purchased out of Bank Finance. For Open Term Loan: Hypothecation of Plant and machinery; and other movables purchased out of Bank Finance. For Fresh Term Loan: Warehouse Construction; and other movables purchased out of Bank Finance. RepaymentTerms:Principalrepayablein60equalmonthlyinstalmentsafteraholidayperiodof6monthsfromthedateof1stdisbursement(DoortoDoor66months). Interest to be Services then and there. As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 20 OTHER FINANCIAL LIABILITIES - NON CURRENT Lease Liability (Refer Note - 41) 1 9.80 1 6.71 1 7.70 Dealership Deposit from Consignee Long Term 5 .98 5 .73 3 .01 TOTAL 2 5.78 2 2.44 2 0.71 21 PROVISIONS - NON CURRENT Provision for Employee Benefits (Refer Note - 38) Gratuity Long Term provisions 4 2.88 3 2.47 3 0.68 Leave Encashment Long Term Provisions 5 .44 7 .51 6 .76 TOTAL 4 8.32 3 9.98 3 7.44 379HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 22 BORROWINGS - CURRENT Secured Loans (a) Cash Credits from banks 9 3.30 4 6.57 5 7.24 (b) Packing Credit Loan 3 2.50 1 68.50 2 07.24 (c) FCNR WCDL Loan 3 0.00 5 0.28 1 92.02 Current Maturities of long-term Borrowings - Term Loan 3 9.16 1 9.02 2 4.97 1 94.96 2 84.37 4 81.47 Unsecured Loans - - - - - - TOTAL 1 94.96 2 84.37 4 81.47 22.1 CashCreditofRs.Nil(31.3.2024:Rs.40.00mn)hasbeensanctionedfromUnionBankofIndia,outstandingstandsofRs.Nil(31.03.2024:Rs.Nil)isclosedandnew cashcreditisSanctionedofRs.40.00mn(31.03.24:Rs.40.00mn)fromStateBankofIndia,includingbuyerscreditissecuredagainstexclusivechargeon(1)No.404, Global Chambers, Oshiwara Village, Adarsh Nagar, Link Road, Andheri (W), Mumbai. outstanding is Rs. (4.53 mn) (31.03.2024 : Rs. 18.28 mn). OverDraftfacilitiesSanctionedofRs.40.00mn(31.3.24:Rs.40.00mn)fromHDFCBank,includingBankGuarantees,LetterofCreditissecuredagainstBookDebts, CashmarginforBG,chargeoncurrentassets,commercial,stocklessthan180days,OfficeNo.401to403,"GlobalChambers"OffLinkRoad,AdarshNagar,nextto Dheeraj Heights, Andheri (W), Mumbai - 400053 of Hexagon Nutrition (Exports) Pvt Ltd.. Outstanding stands of Rs. 10.12 mn (31.03.24 : Rs. 8.84 mn). CashCreditfacilitiesSanctioned of Rs.10.00mn(31.03.2024:Rs.10.00mn),PackingCredit/PostShipmentissanctionedforRs.20.00mn(31.03.2024:20.00mn)from UnionbankofIndia,includingabovestatedbuyerscreditandbankGuarantee,issecuredagainstcollateralof (1)ExclusivechargeoverFDofRs.22.50mn.CCO/sas on 31.03.2025 : Rs.6.65 mn (31.03.2024 : Rs.9.95 mn) and Packing Credit O/s as on 31.03.2025 : Rs.5.00 mn (31.03.2024 : Rs.10.61 mn). CashCreditfacilitiesSanctionedofRs.20.00mn(31.03.2024:Rs.20.00mn),PackingCreditfacilitiessanctionedofRs.50.00mn(31.03.2024:Rs.50.00mn)andPSR facilitiessanctionedofRs.50.00mn(31.03.2024:50.00mn)fromHDFCBank,includingBankGaurantees,LetterofCreditissecuredagainstBookDebts,Cash marginforBG,chargeoncurrentassets,commercial,stocklessthan180days,OfficeNo.401,402,403,"GlobalChambers"OffLinkRoad,AdarshNagar,nextto Dheeraj Heights, Andheri (W), Mumbai - 400053. CC O/s as on 31.03.2025 : Rs.Nil (31.03.2024 : Rs.9.50 mn) Cash credit/Working capital demand loan is sanctioned from Citi Bank N.A as of 31.03.2025 : Rs. 130.00mn (31.03.2024 : Rs.50.00 mn) on dated 31.05.2024 is secured against Paripassu charge on Current asset (stock and book debts) & Moveable fixed assets and Pledge on Debt Mutual Fund of 20% of Facility Amount. OCC O/s as on 31.03.2025 : Rs.28.67 mn (31.03.2024 : Rs.Nil ) and FCNR O/s as on 31.03.2025 : Rs.Nil (31.03.2024 : Rs.50.28 mn) 22.2 PackingCredit/PostShipment/BuyersCreditissanctionedfromCITIBankNAofRs.190.00mn(31.03.24:Rs.220.00mn&SBLCofRs.50.00mn)issecured againstfirstparipassuchargeonpresentandfuturestocksandbookdebtsofthecompany,exclusivechargesoverpropertyofsubsidiarycompanyHexagonNutrition (Exports)Pvt.Ltd.,situatedatPlotB11,MEPZSEZTambaramChennai,TamilNadu.OutstandingstandsofRs.30.00mn(31.03.24:Rs.94.38mn)fromexisting sanction limits. PackingCredit/PostShipment/CashCreditissanctionedfromCITIBankNAof Rs.100.00mn(31.03.2024:Rs.100.00mn)issecuredagainstexclusivechargesover propertysituatedatPlotB11,MEPZSEZTambaramChennai,TamilNadu.CCO/sason31.03.2025:Rs.Nil(31.03.2024:Rs.Nil)andPackingCreditO/sason 31.03.2025 : Rs.10.00 mn (31.03.2024 : Rs.48.01 mn) Packingcredit/Postshipment/loanissanctionedfromIndianbankMEPZofCYRs.100.00mnandsublimitofRs.50.00mnOpenCashCredit(31.03.2024:Rs.100.00 mnandRs.50.00mnrespectively) issecuredagainstentirecurrentassetsofthecompanybothpresentandfutureincludingStocksandBookdebt.OCCO/sason 31.03.2025 : Rs.47.86 mn (31.03.2024 : Rs.Nil ) and Packing Credit O/s as on 31.03.2025 : Rs.17.50 mn (31.03.2024 : Rs.15.50 mn) 380HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 23 TRADE PAYABLES Payable for purchases a) Dues to Micro, Small and Medium Enterprises 4 7.57 7 9.56 1 04.19 b) Dues to others 1 05.02 9 0.46 3 02.59 Payable for expenses a) Dues to Micro, Small and Medium Enterprises 1 8.56 9 .57 1 3.69 b) Dues to others 1 7.29 1 6.92 3 2.10 TOTAL 1 88.44 1 96.51 4 52.57 Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 : TheGroupiscompilinginformationfromitssuppliersregardingtheirstatusaspertheprovisionsof“Micro,SmallandMediumEnterpriseDevelopmentAct2006”.As perinformationavailablewiththeGroup,theGrouphasmadepaymenttocreditorsgenerallywithinstipulatedperiodasprovidedintheActreferredabove.Hencethe Grouphasnotprovidedforanyinterestpayabletosmall,microandmediumenterprises.TheGrouphasnotreceivedanyclaimforinterestpayableanddoesnotexpect such claims, if made later, to be for material amount. Note: The information regarding Micro Enterprises and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 The principal amount and the interest due thereon remaining unpaid to any supplier at the end of each accounting year 66.13 89.13 117.88 TheamountofinterestpaidbythebuyerintermsofSection16oftheMicroSmallandMediumEnterprisesDevelopment Act 2006 along with the amount of the payment made to the supplier beyond the appointed day during each accounting year - - - Theamountofinterestdueandpayablefortheperiodofdelayinmakingpaymentbutwithoutaddingtheinterestspecified under the Micro Small and Medium Enterprises Development Act 2006 - - - The amount of interest accrued and remaining unpaid at the end of each accounting year - - - Theamountoffurtherinterestremainingdueandpayableeveninthesucceedingyearsuntilsuchdatewhentheinterestdues aboveareactuallypaidtothesmallenterpriseforthepurposeofdisallowanceofadeductibleexpenditureunderSection23 - - - of the Micro Small and Medium Enterprises Development Act 2006 Ageing of Trade Payables As at March 31, 2025 Outstanding for following periods from due date of payment Particulars Total Less than 1 year 1-2 years 2-3 years More than 3 years (i) MSME 6 5.85 0 .28 0 .00 - 6 6.13 (ii) Others 1 21.99 0 .20 0 .02 0 .10 1 22.31 (iii) Disputed dues – MSME - - - - - (iv)Disputed dues - Others - - - - - As at March 31, 2024 Outstanding for following periods from due date of payment Particulars Total Less than 1 year 1-2 years 2-3 years More than 3 years (i) MSME 8 8.99 0 .14 0 .00 - 8 9.13 (ii) Others 1 06.74 0 .10 0 .49 0 .05 1 07.38 (iii) Disputed dues – MSME - - - - - (iv)Disputed dues - Others - - - - - As at March 31, 2023 Outstanding for following periods from due date of payment Particulars Total Less than 1 year 1-2 years 2-3 years More than 3 years (i) MSME 1 03.89 1 3.57 0 .26 0 .16 1 17.88 (ii) Others 3 34.06 0 .59 0 .00 0 .04 3 34.69 (iii) Disputed dues – MSME - - - - - (iv)Disputed dues - Others - - - - - 381HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 24 OTHER FINANCIAL LIABILITIES - CURRENT Interest accrued but not due 0 .98 1 .07 1 .45 Dealership Deposit from Customers 0 .15 0 .15 0 .11 Creditors for Capital Goods 8 .38 5 .15 7 .15 Payable to employees 4 6.23 4 2.97 4 4.88 Lease Liability (Refer Note - 41) 1 .48 1 .43 2 .25 Other payables 4 1.36 2 8.54 1 9.97 TOTAL 9 8.58 7 9.31 7 5.81 25 OTHER CURRENT LIABILITIES Advance from Customers 1 5.32 2 1.37 1 33.66 Statutory Dues Payable 2 3.34 9 .89 1 2.98 TOTAL 3 8.66 3 1.26 1 46.64 26 PROVISIONS - CURRENT Provision for employee benefits (Refer Note - 38) -Gratuity 4 .30 6 .63 5 .15 -Leave Encashment 0 .81 1 .65 1 .11 TOTAL 5 .11 8 .28 6 .26 27 CURRENT TAX LIABILITIES (NET) Provision for Income Tax (Net of Advance Tax & TDS) 0 .89 - - TOTAL 0 .89 - - 382HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 28 REVENUE FROM OPERATION The geographical information analyses the Group's revenues by the Group's country of domicile(i.e. India) and other countries. Sale of products India 1,256.28 1,096.46 1 ,005.44 Rest of World 1,990.06 1,878.06 1 ,777.37 3,246.34 2,974.52 2 ,782.81 Other operating revenues * Export Benefits and Other Incentives 2.95 2.79 2 .20 TOTAL 3,249.29 2,977.31 2 ,785.01 * Other operating revenue comprises mainly of Job work charges, duty drawback received, RODTEP & Testing charges etc. 2 9 OTHER INCOME Interest Income 4.79 7.25 4 .91 Miscellaneous income * 12.09 15.95 4 .72 Applicable Net Gain/(Loss) on Foreign Exchange 21.31 29.96 1 2.52 Profit on sale of Investments 15.83 6.13 4 .33 Fair Value of Investments Through P&L 9.56 9.61 4 .97 TOTAL 63.58 68.90 3 1.45 * Miscellaneous income comprises of Insurance Claim received, Interest on EB Deposit, Scrap sales and Sundry balance written back. 30 COST OF MATERIALS CONSUMED Raw Material and Packing Costs Opening Stock 465.49 461.82 4 07.14 Add: Purchases 1,548.34 1,382.66 1 ,868.53 Less: Closing Stock 433.80 465.49 4 61.82 TOTAL 1,580.03 1,378.99 1 ,813.85 31 CHANGES IN INVENTORIES OF FINISHED GOODS AND STOCK -IN- PROCESS At the beginning of the year Finished Goods 273.25 331.17 1 57.51 Work-in- progress 51.01 78.80 3 8.52 324.26 409.97 1 96.03 At the end of the year Finished Goods 161.14 273.25 3 31.17 Work-in- progress 12.34 51.01 7 8.80 173.48 324.26 4 09.97 TOTAL 150.78 85.71 (213.94) 32 EMPLOYEE BENEFIT EXPENSES Salaries, Wages and Allowances 384.82 362.02 3 73.40 Contribution towards Provident Fund and ESIC 12.15 11.47 1 3.37 Gratuity Expenses 10.86 10.34 9 .45 Leave encashment (0.86) 3.65 3 .14 Employee Stock Option Scheme (ESOP) - - 0 .69 Employees Welfare, Training and Other Amenities 6.79 5.73 7 .96 Employees Food, Beverage and Other Expenses 5.31 3.70 3 .45 TOTAL 419.07 396.91 4 11.46 383HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 33 FINANCE COST Interest Term Loan Interest 10.73 8.51 4 .78 Working Capital 14.86 18.68 1 5.15 Lease obligation 1.72 1.78 1 .73 Other Financial Charges 12.15 12.50 1 1.78 TOTAL 39.46 41.47 3 3.44 34 DEPRECIATION On Property Plant and Equipment 86.07 77.86 7 2.99 Amortisation of Right to use of Assets 1.24 2.70 1 .93 Amortisation of Intangible Assets 0.37 0.62 0 .59 TOTAL 87.68 81.18 7 5.51 35 (A) Manufacturing Expenses Stores & Spares Consumed 15.75 15.59 2 1.90 Power & Fuel 35.85 31.40 2 6.17 Repairs to Building 4.44 3.88 2 .25 Repairs to Plant & Machinery 10.68 11.36 4 .31 Repairs & Maintenance - Other 2.61 1.85 3 .02 Security Charges 8.53 7.86 6 .98 Labour Charges 64.42 55.64 5 6.54 Testing & Analysis Charges 5.00 14.82 5 .98 Other Factory Expenses 6.55 5.32 4 .17 Total (A) 153.83 147.72 1 31.32 (B) Administrative and General Expenses Rent Rates & Taxes (Net) 11.06 8.24 4 .20 Insurance 11.90 10.99 9 .34 Director Sitting Fees 0.22 0.38 1 .44 Repairs & Maintenance - Others 3.50 6.21 7 .92 Society Maintenance Charges 1.16 1.16 1 .15 Travelling & Conveyance Expenses 50.77 44.25 4 9.53 Legal & Professional Charges 29.19 29.33 1 9.39 Consultancy Charges 54.31 32.86 1 6.17 Electricity Charges 1.30 1.08 1 .11 Telephone & Internet Expenses 3.59 3.27 3 .73 Website, Software & Computer Maintenance 5.81 7.13 4 .48 Postage & Courier Expenses 0.15 0.17 0 .22 Printing & Stationery Expenses 5.49 3.79 3 .64 Corporate Social Responsibility Expenses 5.76 9.33 4 .72 Vehicle Expenses 9.89 9.09 9 .25 Expected Credit Loss 2.51 (1.32) 2 .15 Bad Debts 1.86 15.86 7 .12 Staff Recruitment Expenses 0.93 1.30 1 .73 General Expenses 9.78 6.35 6 .63 Payment to Auditors (Refer Note 35.1) 2.40 2.99 3 .17 Total (B) 211.58 192.46 1 57.09 (C) Selling and Distribution Expenses Freight & Forwarding Charges (Net) 110.00 83.16 9 9.16 Sales Promotion, Advertising Expenses & Membership fees 65.44 50.12 3 4.76 Export ,Testing & Documentation Charges 3.91 3.43 3 .44 Brokerage & Commission 45.03 38.14 2 4.19 Postage, Telegram & Courier 11.55 9.48 6 .23 Claims and Discount 3.51 0.32 3 .57 Other selling & distribution expenses 11.41 11.39 8 .47 Total (C) 250.85 196.04 1 79.82 TOTAL (A+B+C) 616.26 536.22 4 68.23 384HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 35.1 Payment to Auditors Audit Fees 2.28 2.21 1 .98 Tax Audit 0.12 0.49 0 .49 Certification Charges - 0.29 0 .20 Others Audit Fees - - 0 .50 Total 2.40 2.99 3 .17 35.2 CIF Value of Imports Raw Materials 271.70 462.24 5 72.08 Capital Equipment - 12.30 - TOTAL 271.70 474.54 5 72.08 35.3 Expenditure In Foreign Currency Travelling 4.02 5.28 8 .38 Commission Paid 5.29 13.21 7 .67 Technical, Professional Fees and Royalty 47.11 7.81 1 0.45 Dividend Paid 49.70 - 1 .55 Others 3.36 6.32 8 .29 TOTAL 109.48 32.62 3 6.35 35.4 Earnings In Foreign Currency FOB Value of Exports 1,871.52 1,747.29 1 ,331.81 TOTAL 1,871.52 1,747.29 1 ,331.81 36 Earnings Per Share (Basic & Diluted) Net profit after tax (In mn.) 243.77 122.14 58.24 Interim Dividend on Pref. Shares & tax thereon (In mn.) 50.00 0.00 1.83 Net profit after tax attributable to Equity Share holders for Basic EPS (In mn.) 193.77 122.14 56.41 Weighted average no. of equity shares outstanding for Basic EPS (In Nos) 11,06,27,404 11,06,27,404 1 1,06,27,404 Basic Earning Per Share of Re. 1 Each (In Rs.) 1.75 1.10 0 .51 Net profit after tax attributable to Equity Share holders for Diluted EPS (In mn.) 243.77 122.14 5 8.24 Weighted average no. of equity shares outstanding for Diluted EPS (In Nos) 12,29,18,109 12,29,18,109 1 2,29,18,109 Diluted Earning Per Share of Re. 1 Each (In Rs.) 1.75 0.99 0 .47 Note : For FY 2024-25 diluted EPS is equal to basic EPS as diluted EPS is Anti dilutive in nature. Reconciliation between number of shares used for calculating basic and diluted earning per share Number of Shares Used for calculating Basic EPS 11,06,27,404 11,06,27,404 1 1,06,27,404 Add:- Potential Equity Shares 1,22,90,705 1,22,90,705 1 ,22,90,705 Number of Shares used for Calculating Diluted EPS 12,29,18,109 12,29,18,109 1 2,29,18,109 37Contingent liabilities disclosures as required under Indian Accounting Standard 37, “Provisions, Contingent Liabilities and Contingent Assets” are given below: Contingent liabilities - - 0 .24 Capital Commitments (to the extent not provided for) 6 .88 2 9.01 4 0.74 Corporate Guarantee 7 88.50 7 48.00 7 56.29 Bank Guarantee 5 4.16 1 8.65 1 6.16 Statutory Dues 2 7.09 2 7.47 2 6.48 385HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) 38Disclosure relating to employee benefits as per Ind AS 19 'Employee Benefits' A. Defined benefit obligations and short-term compensated absences Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Contribution to Defined Contribution Plan, recognised and charged off for the year are as under : Employer’s Contribution to Provident Fund 3 .71 3 .51 3.76 Employer’s Contribution to Pension Scheme 6 .04 6 .13 6.16 Employer’s Contribution to Other Funds 1 .17 0 .99 1.50 B. Defined Benefit Plan The present value of Employees’ Gratuity obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. Gratuity (Unfunded) Leave Encashment (Unfunded) Particulars Year ended Year ended Year ended Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023 a. Reconciliation of opening and closing balances of Defined Benefit obligation Defined Benefit obligation at beginning of the year 39.09 35.83 34.20 8.34 7.86 8.30 Current Service Cost 8.37 7.91 8.69 0.21 3.01 3.04 Interest Cost 2.49 2.39 2.31 0.58 0.53 0.55 Actuarial (gain)/loss 0.80 (3.10) (3.63) (2.41) 0.20 (0.55) Benefits paid (3.57) (3.93) (5.74) (1.30) (3.26) (3.48) Defined Benefit obligation at year end 47.18 39.09 35.83 5.42 8.34 7.86 b. Reconciliation of fair value of assets and obligations Fair value of plan assets at year end - - - - - - Present value of obligation at year end 47.18 39.09 35.83 5.42 8.34 7.86 Amount recognised in Balance Sheet - - Current 4.30 6.63 5.15 0.81 1.65 1.11 - Non- Current 42.88 32.48 30.68 5.44 7.51 6.76 c. Expenses recognized during the year/period Current Service Cost 8.37 7.91 8.69 0.21 3.01 3.04 Interest Cost 2.49 2.39 2.31 0.58 0.53 0.55 Past Service Cost - (Vested benefits - - - - - - Expected return on plan assets - - - - - - Actuarial (gain) / loss 0.80 (3.10) (3.63) (2.41) 0.20 (0.55) Benefits paid - - - - - - Net Cost 11.66 7.20 7.36 (1.61) 3.74 3.03 d. Amount recognised in profit and loss account Due to Demographic Assumption 2.98 - (0.30) - - - Due to Financial Assumption 1.28 (0.98) 0.19 - - - Due to Experience (3.46) (2.12) (3.53) - - - Actuarial (gain) / loss 0.80 (3.10) (3.63) - - - e. Amount recognised in other comprehensive income Due to Demographic Assumption - - - 0.09 - 0.06 Due to Financial Assumption - - - 0.14 (0.07) 0.02 Due to Experience - - - (2.64) 0.87 (0.63) Actuarial (gain) / loss - - - (2.41) 0.80 (0.55) f. Fair Value of Plan Assets Contributions by Employer 3.57 3.93 5.74 1.30 3.26 3.48 Benefits Paid (3.57) (3.93) (5.74) (1.30) (3.26) (3.48) g. Amounts to be recognized in the balance sheet and statement of profit & loss PVO at end of period 47.18 39.09 35.83 5.42 8.34 7.86 Fair Value of Plan Assets at end of period - - Funded Status (47.18) (39.09) (35.83) (5.42) (8.34) (7.86) Net Asset/(Liability) recognized in the balance sheet (47.18) (39.09) (35.83) (5.42) (8.34) (7.86) h. Amount for the current and previous four years are as follows : Defined Benefit Obligation 47.18 39.09 35.83 5.42 8.34 7.86 Plan Assets - - - - - - Gain/ Loss on obligation due to change in Assumption - (0.98) (0.10) 0.23 (0.07) 0.08 Experience Adjustments on plan Liabilities - (2.12) (3.53) (2.64) 0.87 (0.63) Experience Adjustments on plan Assets - - - - - - 386HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Gratuity (Unfunded) Leave Encashment (Unfunded) Particulars Year ended Year ended Year ended Year ended Year ended Year ended March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023 h. Actuarial assumptions Interest / Discount rate 6.74% to 6.82% 6.97% 7.18% TO 7.22% 6.74% to 6.82% 6.97% 7.18% TO 7.22% Attrition rate (Past Service (PS)) PS 0 to 2 : 4% to 16% PS 0 to 2 : 13% to 35% PS 0 to 2 : 13% to 35% PS 0 to 2 : 4% to 16% PS 0 to 2 : 13% to 35% PS 0 to 2 : 13% to 35% PS 2 to 5 : 2% to 4% PS 2 to 5 : 5% to 12% PS 2 to 5 : 5% to 12% PS 2 to 5 : 2% to 4% PS 2 to 5 : 5% to 12% PS 2 to 5 : 5% to 12% - - PS 5 to 10 : 2% to 5% - - PS 5 to 10 : 2% to 5% PS 10 to 40 : 0% - - PS 10 to 40 : 0% PS 5 to 14 : 1% to 2% PS 5 to 14 : 2% to 5% - PS 5 to 14 : 1% to 2% PS 5 to 14 : 2% to 5% - PS 14 to 40 : 0% PS 14 to 40 : 0% - PS 14 to 40 : 0% PS 14 to 40 : 0% - Retirement age 58.00 58.00 58.00 58.00 58.00 58.00 Salary escalation rate 8.50% 8.50% 9% 8.50% 8.50% 9% Mortality Table (L.I.C.) IALM (2012-14) Ult. IALM (2012-14) Ult. IALM (2012-14) Ult. (2012-14) Ult (2012-14) Ult (2012-14) Ult i. Data Summary Number of Employees 452.00 428.00 429 309.00 307.00 294 Total Salary (Encashment) (In Mn) 15.97 14.64 13.556011 12.38 11.85 10.786708 Average Salary (Encashment) (In Mn) 0.04 0.03 0.03 0.04 0.04 0.04 Average Age 32.90 to 36.65 33.66 to 35.67 32.93 to 34.69 32.90 to 37.39 33.66 to 37.19 32.93 to 37.20 Average Past Service 3.55 to 6.20 3.22 to 5.33 2.64 to 4.42 NA NA NA DR: Discount Rate ER: Salary Escalation Rate DR: Discount Rate ER: Salary Escalation Rate Sensitivity Analysis PVO DR +1% PVO DR -1% PVO ER +1% PVO ER -1% PVO DR +1% PVO DR -1% PVO ER +1% PVO ER -1% Year ended March 31, 2025 Year ended March 31, 2025 PVO 4 1.37 5 4.25 5 3.10 4 2.05 5 .52 7 .12 7 .09 5 .53 Year ended March 31, 2024 Year ended March 31, 2024 PVO 3 4.81 4 4.30 4 3.42 3 5.28 8 .18 1 0.35 1 0.31 8 .19 Year ended March 31, 2023 Year ended March 31, 2023 PVO 3 1.83 4 0.69 3 9.86 3 2.37 6 .97 8 .97 8 .94 6 .98 The estimated future salary increases takes into account inflation, seniority, promotion and other retirement factors including supply and demand in the employment market. The above information is certified by the actuary. 387HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Note 39 : Related party disclosures as required under Indian Accounting Standard 24, “Related party disclosures” are given below: Names of related parties and nature of relationship I. Key Managerial Personnel (KMP) and Directors Key Managerial Personnel (KMP) Designation Mr. Arun Kelkar Chairman Mr. Subhash Kelkar Executive Director Mr. Vikram Kelkar Managing Director Dr. Nikhil Kelkar Joint Managing Director Mr. Aditya Kelkar Non Executive Director (Redesignated w. e. f. Aug. 1, 2023) Mr. Guman mal Jain Chief Financial Officer (Resigned w.e.f. Dec. 14, 2023) Mr. Soman Jana Chief Financial Officer (Appointed w.e.f. June 12, 2024) Ms. Vedanti Vartak Company Secretary (Appointed w.e.f. June 28, 2023) Ms. Poonam Sharma Company Secretary (Resigned w.e.f Feb. 23, 2023) Directors Designation Nominee Director (Appointed w.e.f Oct. 31, 2023 & Resigned w.e.f June Mr. Mayur Sirdesai 12, 2024) Nominee Director (Appointed w.e.f. June 12, 2024 & Resigned w.e.f. Mr. Avinash Kenkare Feb. 17, 2025) Mr. Chandra Prakash Jain Independent Director (Resigned w.e.f July 31, 2023) Mr. Sunil Deshmukh Independent Director (Resigned w.e.f March 6, 2023) Mrs. Ashlesha Parchure Independent Director (Resigned w.e.f Dec. 06, 2024) Mrs. Aparna Sharma Independent Director (Resigned w.e.f Feb. 6, 2023) Mr. Neeraj Katare Independent Director (Resigned w.e.f March 6, 2023) Mrs. Aparna Sakpal Independent Director (Appointed w.e.f Oct. 31, 2023) Mrs. Meena Mehta Independent Director (Appointed w.e.f March 05, 2025) Mr. Nimesh Shukla Independent Director (Appointed w.e.f March 05, 2025) II. Relative of Directors Name Relation Mrs. Anuradha A Kelkar Relative of Director Mrs. Nutan S Kelkar Relative of Director Mrs. Preeti Kelkar Relative of Director III. Director have significant influence in the Company Name Relation Sunrise Nutrition Private Limited Key Managerial Personnel having significant influence in the Company IV. Subsidiaries Company Company Name Percentage Hexagon Nutrition (Exports) Private Limited - India 100% wholly owned subsidiary Hexagon Nutrition (International) Private Limited - India 100% wholly owned subsidiary Hexagon Nutrition Healthcare Private Limited - India 100% wholly owned subsidiary Hexagon Nutrition Proprietary Ltd.- South Africa 100% wholly owned subsidiary Hexagon Nutrition LLC - Uzbekistan 100% wholly owned subsidiary Hexagon Nutrition China Limited. - Hong Kong 100% wholly owned subsidiary 388HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) A) Transaction with Key Managerial Personnel (KMP) and their Relatives : Year ended Year ended Year ended Name of Key Management Personnel & Relatives March 31, 2025 March 31, 2024 March 31, 2023 Key Management Personnel Director's Remuneration Mr. Arun Kelkar 1 4.77 1 4.77 1 2.80 Dr. Nikhil Kelkar 1 6.12 1 6.12 1 3.42 Mr. Vikram Kelkar * 2 1.65 1 9.71 1 6.42 Mr.Subhash Kelkar 1 1.10 1 1.10 1 0.57 Mr. Aditya Kelkar 5 .15 5 .15 4 .90 Directors Director Sitting fees Mr. Chandra Prakash Jain - 0 .11 0 .39 Mr. Sunil Deshmukh - - 0 .26 Mrs. Ashlesha Parchure 0 .05 0 .24 0 .31 Mrs. Aparna Sharma - - 0 .21 Mr. Neeraj Katare - - 0 .28 Mrs. Aparna Sakpal 0 .13 0 .03 - Mrs. Meena Mehta 0 .02 - - Mr. Nimesh Shukla 0 .02 - - Key Management Personnel Salary Mr. Guman mal Jain - 5 .75 5 .87 Ms. Poonam Sharma - - 0 .70 Mr. Soman Jana 3 .90 - - Ms. Vedanti Vartak 0 .86 0 .67 - Key Management Personnel Dividend Mr. Arun Kelkar - - 3 .65 Dr. Nikhil Kelkar - - 3 .18 Mr. Vikram Kelkar - - 3 .89 Mr.Subhash Kelkar - - 3 .63 Mr. Aditya Kelkar - - 0 .23 Relatives under significant influence Salary Mrs. Nutan S Kelkar - 0 .53 1 .66 Professional Fees Mrs. Nutan S Kelkar 1 .60 1 .60 - Sale of Capital Items Mrs. Preeti Kelkar - 0 .14 - Relatives under significant influence Dividend Mrs. Anuradha Kelkar - - 1 .36 Mrs. Nutan S Kelkar - - 0 .54 * Mr. Vikram Kelkar appointed as General Director in Hexagon Nutrition LLC - Uzbekistan w.e.f. 13th August 2024 B) Transaction with Key Managerial Personnel having significant influence in the Company : 1) Sunrise Nutrition Private Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Reimbursement for Expenses 0 .01 0 .03 0 .00 2 Amount Receivable - 0 .00 0 .00 389HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) C) Related Party Transactions and outstanding of Hexagon Nutrition Limited with (These transactions have been eliminated in Restated Consolidated Financial Information) 1) Hexagon Nutrition (Exports) Private Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Purchase of Goods 1 7.64 1 5.25 111.34 2 Sale of Goods 8 .92 1 2.07 26.07 3 Corporate Guarantee Given 2 00.00 2 00.00 260.5 4 Corporate Guarantee Income 0 .42 0 .91 1.09 5 Business Support Service Income 1 1.41 1 0.92 13.5 6 Loan Taken - 2 40.00 - 7 Interest on Loan Taken 2 6.51 1 .13 - 8 Amount Payable - - 92.66 9 Amount Receivable - 2 .70 3.45 10 Amount Payable against Loan taken 2 64.88 2 41.02 - 2) Hexagon Nutrition (International) Private Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Sale of Goods 5 5.87 - - 2 Purchase of MEIS Script - - 1 .01 3 Discount Received on Purchase of MEIS Script - - 0 .02 4 Sale of Capital Items 2 .68 3 .12 0 .74 5 Purchase of Capital Items - - 2 .48 6 Corporate Guarantee Given 2 30.00 2 28.00 1 75.79 7 Corporate Guarantee Income 1 .34 1 .58 0 .95 8 Business Support Service Income 6 .39 7 .15 3 .31 9 Loan Given - 2 45.00 1 71.50 10 Loan Repayment Received 1 33.50 1 17.31 7 2.00 11 Interest on Loan Given 1 7.21 6 .65 4 .25 12 Amount Payable - - 1 .12 13 Amount Receivable - 3 .51 1 .87 14 Amount Receivable against Loan given 1 18.99 2 37.00 1 03.32 3) Hexagon Nutrition PTY Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Interest on Loan Given 1 .08 1 .65 1.43 2 Loan Given 8 .83 - - 3 Loan Repayment Received 1 0.51 - - 4 Amount Receivable against Loan given 1 5.47 1 6.04 1 4.49 4) Hexagon Nutrition LLC Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Sale of Goods 2 6.18 - 1 7.15 2 Royalty Income - - 1 0.97 3 Loan Given 9 .23 - 4 6.13 4 Loan Repayment Received - - 3 7.23 5 Interest on Loan Given 1 4.07 1 2.94 1 2.73 6 Amount Receivable 1 4.64 1 1.14 1 0.97 7 Amount Receivable against Loan given 1 53.98 1 27.24 1 12.61 5) Hexagon Nutrition China Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Purchase of Goods - 3 8.59 - 2 Loan Given 4 2.64 - - 3 Loan Repayment Received 4 2.64 - 1 9.97 4 Interest on Loan Given 1 .05 - 1 .11 5 Technical & Marketing Support Services - 1 .31 5 .40 6 Amount Receivable - - 0 .84 390HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) D) Related Party Transactions and outstanding of Hexagon Nutrition (Exports) Private Limited with (These transactions have been eliminated in Restated Consolidated Financial Information) 1) Hexagon Nutrition Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Purchase of Goods 8.92 12.07 26.07 2 Sale of Goods 17.64 15.25 111.34 3 Loan Given - 240.00 - 4 Corporate Guarantee Taken 200.00 200.00 260.50 5 Corporate Guarantee Charges 0.42 0.91 1.09 6 Business Support Service Expense 11.41 10.92 13.50 7 Interest on Loan Given 26.51 1.13 - 8 Amount Payable - 2.70 3.45 9 Amount Receivable - - 92.66 10 Amount Receivable against Loan given 264.88 241.02 - 2) Hexagon Nutrition (International) Private Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Purchase of Goods 0 .11 2 .50 1 2.76 2 Sale of Goods 8 1.08 1 41.69 6 0.92 3 Purchase of MEIS Script - - 0 .27 4 Sale of Capital Items - 9 .89 0 .57 5 Purchase of Capital Items - 0 .12 1 .64 6 Amount Receivable - - 6 6.98 3) Hexagon Nutrition PTY Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Sale of Goods - - 1 5.32 2 Amount Receivable 2 9.41 2 8.66 3 0.84 4) Hexagon Nutrition LLC Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Sale of Goods 1 .91 - 1 8.02 2 Amount Receivable 1 5.42 1 3.14 1 2.94 5) Hexagon Nutrition China Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Purchase of Goods 2 40.08 1 28.67 1 21.60 2 Amount Payable 5 2.30 1 0.42 3 6.59 391HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) E) Related Party Transactions and outstanding of Hexagon Nutrition (International) Private Limited with (These transactions have been eliminated in Restated Consolidated Financial Information) 1) Hexagon Nutrition Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Purchase of Goods 5 5.87 - - 2 Sale of Capital Items - - 2 .48 3 Sale of MEIS Script - - 1 .01 4 Discount Allowed on sale of MEIS Script - - 0 .02 5 Purchase of Capital Items 2 .68 3 .12 0 .74 6 Corporate Guarantee Taken 2 30.00 2 28.00 1 75.79 7 Corporate Guarantee Charges Paid 1 .34 1 .58 0 .95 8 Business Support Service Expense 6 .39 7 .15 3 .31 9 Loan Taken - 2 45.00 1 71.50 10 Loan Repayment 1 33.50 1 17.31 7 2.00 11 Interest on Loan Taken 1 7.21 6 .65 4 .25 12 Amount Payable - 3 .51 1 .87 13 Amount Receivable - - 1 .12 14 Amount Payable against Loan taken 1 18.99 2 37.00 1 03.32 2) Hexagon Nutrition (Exports) Private Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Purchase of Goods 8 1.08 1 41.69 6 0.92 2 Sale of Goods 0 .11 2 .50 1 2.76 3 Sale of MEIS Script - - 0 .27 4 Sale of Capital Items - 0 .12 1 .64 5 Purchase of Capital Items - 9 .89 0 .57 6 Amount Payable - - 6 6.98 F) Related Party Transactions and outstanding of Hexagon Nutrition Proprietary Limited with (These transactions have been eliminated in Restated Consolidated Financial Information) 1) Hexagon Nutrition Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Interest on Loan Taken 1 .08 1 .65 1 .43 2 Loan Taken 8 .83 - - 3 Loan Repayment 1 0.51 - - 4 Amount Payable against Loan taken 1 5.47 1 6.04 1 4.49 2) Hexagon Nutrition (Exports) Private Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Purchase of Goods - - 1 5.32 2 Amount Payable 2 9.41 2 8.66 3 0.84 3) Hexagon Nutrition China Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Purchase of Goods 4 6.18 - - 392HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) G) Related Party Transactions and outstanding of Hexagon Nutrition Limited Liability Company with (These transactions have been eliminated in Restated Consolidated Financial Information) 1) Hexagon Nutrition Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Purchase of Goods 2 6.18 - 1 4.12 2 Purchase of Capital Assets - - 3 .03 3 Royalty Expenses - - 1 0.97 4 Loan Taken 9 .23 - 4 6.13 5 Loan Repayment - - 3 7.23 6 Interest on Loan Taken 1 4.07 1 2.94 1 2.73 7 Amount Payable 1 4.64 1 1.14 1 0.97 8 Amount Payable against Loan taken 1 53.98 1 27.24 1 12.61 2) Hexagon Nutrition (Exports) Private Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Purchase of Goods 1 .91 - 1 8.02 2 Amount Payable 1 5.42 1 3.14 1 2.94 3) Hexagon Nutrition China Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Purchase of Goods - - 1 02.87 2 Loan Taken 1 .25 - - 3 Interest on Loan Taken 0 .03 - - 4 Amount Payable 6 .65 6 .48 6 .41 5 Amount Payable against Loan taken 0 .03 - - 393HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) H) Related Party Transactions and outstanding of Hexagon Nutrition China Limited with (These transactions have been eliminated in Restated Consolidated Financial Information) 1) Hexagon Nutrition Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Sale of Goods - 3 8.59 - 2 Loan Taken 4 2.64 - - 3 Loan Repayment 4 2.64 - 1 9.97 4 Interest on Loan Taken 1 .05 - 1 .11 5 Technical & Marketing Support Services - 1 .31 5 .40 6 Amount Payable - - 0 .84 2) Hexagon Nutrition (Exports) Private Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Sale of Goods 2 40.08 1 28.67 1 21.60 2 Amount Receivable 5 2.30 1 0.42 3 6.59 3) Hexagon Nutrition PTY Limited Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Sale of Goods 4 6.18 - - 4) Hexagon Nutrition LLC Year ended Year ended Year ended Sr No Nature of the transactions March 31, 2025 March 31, 2024 March 31, 2023 1 Sale of Goods - - 1 02.87 2 Loan Given 1 .25 - - 3 Interest on Loan Given 0 .03 - - 4 Amount Receivable 6 .65 6 .48 6 .41 5 Amount Receivable against Loan given 0 .03 - - 394HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Note 40 : Disclosures in terms of Guidance Notes on accounting for employee share based payments or any other relevant accounting standards: A. Summary Sr. Description Year ended March 31, 2025 Year ended March 31, 2024 Year ended March 31, 2023 1 Date of Shareholders Approval N. A. N. A. 22nd December 2017 2 Total number of options approved under the scheme N. A. N. A. 1098852 equity shares 3 Date of Grant of option N. A. N. A. 1st March 2018 4 Options eligible under scheme N. A. N. A. 990000 equity shares 5 Vesting Schedule N. A. N. A. 1 years from the date of grant 6 Pricing Formula N. A. N. A. Rs. 7/- per option, 7 Maximum term of options granted N. A. N. A. 1 years from the date of grant 8 Source of shares N. A. N. A. Primary 9 Variation in terms of options N. A. N. A. NIL 10 Method used for accounting of ESOP N. A. N. A. Fair Value Method 11 WheretheCompanyhascalculatedtheintrinsicvalueofthe The Company had used the Fair Value stock option the difference between the employee of Shares under Discounted Cash compensation cost so calculated and the employee Flow Method (DCF). The Profit compensationthatwouldhavebeenrecognisedifithadused ImpactedonAccountofdifferencein theFairValueoftheoption,shallbedisclosed.Theimpactof theValuationi.eRs.20.74PerShares this difference on the profits and EPS of the companyshall Less Rs. 7 per share issued Price N. A. N. A. also be disclosed. amounting to Rs. 1.72 mn but previousyearhadmadeprovisionsof Rs.1.03mn,so,netimpactisRs.0.69 mnEPSonaccountoftheESOPhad impacted by Rs. (0.0062/-) per share. 12 DilutedEarningsperShare(EPS)pursuanttoissueofshares Diluted EPS pursuant to issue of on exercise of option calculated in accordance with N. A. N. A. shares on exercise of option of Rs. Accounting Standard Earnings Per Share (0.0056/-) per share. B. Options movement during the year Sr. Description Year ended March 31, 2025 Year ended March 31, 2024 Year ended March 31, 2023 1 Options outstanding at the beginning of the year NIL NIL NIL 2 Options granted during the year NIL NIL NIL 3 Options vested during the year NIL NIL 1,25,000 4 Options exercised during the year NIL NIL 1,25,000 No. of shares arising as a result of exercise of options during 5 NIL NIL NIL the year 6 Options cancelled and transferred to ESOP Pool NIL NIL NIL 7 Options outstanding at the end of the year NIL NIL NIL 8 Options exercisable at the end of the year NIL NIL NIL 9 Money realized by exercise of options (Rs. In Mn) NIL NIL NIL C. Options granted to Senior Managerial Personnel/Key Managerial personnel 1. Mr. Gumanmal Jain (Chief Financial Officer) - 75000 Equity shares in 2022 (Resigned w.e.f. Dec. 14, 2023) 2. Mr. Yashwant Bhaid (Vice President-HR) - 50000 Equity shares in 2022 D. Options granted to any employee during the year amounting to 5% or more of options granted during the year E. Options granted to any employee equal to or exceeding 1% of the issued capital of the company at the time of grant N.A F. A description of the method and significant assumptions used during the year to estimate fair value of options including the following information: (a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model; (b) the method used and the assumptions made to incorporate the effects of expected early exercise; (c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and (d) whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition. G. The model inputs for fair value of option during the year ended March 31, 2024 : Particulars Year ended March 31, 2025 Year ended March 31, 2024 Year ended March 31, 2023 Exercise Price N .A. N .A. Rs. 7/- Per share Dividend Yield N. A. N. A. N.A. Discount rate N.A. N.A. 18.01% i. The expected price volatility is based on the historic volatility, adjusted for any expected changes to future volatility due to publicly available information. ii. Fair value of options has been determined by an independent valuer (Category I Merchant Banker) using DCF Method. 395HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Note 41 : Tax Expenses (a) Amount recognised in the statement of profit and loss Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Current tax expense (A) Current year 96.05 71.79 44.56 Tax For Earlier Years - - - Deferred tax expense (B) Origination and reversal of temporary differences ( 2.66) 1.09 (8.56) Tax expense (A+B) 93.39 72.88 36.00 (b) Amounts recognised in other comprehensive income Year ended March 31, 2025 Year ended March 31, 2024 Year ended March 31, 2023 Particulars Before tax Tax (expense) benefit Net of tax Before tax Tax (expense) benefit Net of tax Before tax Tax (expense) Net of tax benefit Items that will not be reclassified to profit or loss Remeasurement of post employment benefit obligation (0.80) 0 .20 (0.60) 3 .10 ( 0.79) 2.31 3.63 (0.92) 2.71 (c) Reconciliation of effective tax rate Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Profit/(loss) before tax 337.16 195.02 94.24 Tax using the Company’s domestic tax rate (CY 25.17%)(PY 25.17%) 84.86 49.08 23.72 Tax effect of : Effect of income which is exempt from taxation - - - Effect of expenses that is non-deductible in determining taxable profit 16.70 1.93 0.80 Change in temporary differences not consider in Income tax ( 2.66) 1.09 (8.56) Other adjustments ( 5.51) 20.77 20.04 Adjustments recognised in current year in relation to the current tax of prior years - - - Tax expense as per statement of profit and loss 93.39 72.88 36.00 Effective tax rate 27.70% 37.37% 38.20% 396HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) (d) Movement in deferred tax balances As at March 31, 2025 Net balances Recognised in the Particulars Recognised in Deferred tax at statement of profit Net Deferred tax asset OCI liabilities 31 March 2024 and loss Disallowance u/S 43B of the Income Tax Act, 1961 13.05 (1.82) - 1 4.87 14.87 - Provision for Expected credit loss 2.33 (1.09) - 3 .42 3.42 - On adoption of Ind AS 116 Leases 1.34 (0.17) - 1 .51 1.51 - Unabsorbed Depreciation and Business Loss 8.22 (0.02) - 8 .24 8.24 - Disallowance under Section 43B h of the Income Tax Act, 1961 0.09 (0.75) - 0 .84 0.84 - Gain on Investments carried at fair value (2.46) 2 .46 - (4.92) - 4.92 Financial assets carried at amortised cost (0.07) 0 .03 - (0.10) - 0.10 On adoption of Ind AS 116 Leases (0.17) (0.01) - (0.16) - 0.16 Employee Benefit expenses - 0 .20 (0.20) - - - Related to Property, Plant and Equipment (3.91) (1.51) - (2.41) - 2.41 MAT Credit Entitlement 6.61 - - 6 .61 6.61 - Tax assets (liabilities) before set-off 25.03 (2.68) (0.20) 2 7.90 35.49 7.59 Set-off of deferred tax liabilities ( 7.59) Net deferred tax assets/ (liabilities) 27.90 - As at March 31, 2024 Net balances Recognised in the Particulars Recognised in Deferred tax at statement of profit Net Deferred tax asset OCI liabilities 31 March 2023 and loss Disallowance u/S 43B of the Income Tax Act, 1961 11.54 (1.51) - 1 3.05 13.05 - Provision for Expected credit loss 6.64 4 .31 - 2 .33 2.33 - On adoption of Ind AS 116 Leases 1.18 (0.16) - 1 .34 1.34 - Unabsorbed Depreciation and Business Loss 4.87 (3.35) - 8 .22 8.22 - Disallowance under Section 43B h of the Income Tax Act, 1961 - (0.09) 0 .09 0.09 - Gain on Investments carried at fair value (1.26) 1 .20 - (2.46) - 2.46 Financial assets carried at amortised cost (0.06) 0 .01 - (0.07) - 0.07 On adoption of Ind AS 116 Leases (0.12) 0 .05 - (0.17) - 0.17 Financial liabilities carried at amortised cost (0.02) (0.02) - - - - Employee Benefit expenses - (0.79) 0.79 - - - Related to Property, Plant and Equipment (2.46) 1 .44 - (3.91) - 3.91 MAT Credit Entitlement 6.61 - - 6 .61 6.61 - Tax assets (liabilities) before set-off 26.92 1 .09 0.79 2 5.03 31.64 6.61 Set-off of deferred tax liabilities ( 6.61) Net deferred tax assets/ (liabilities) 25.03 397HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) - As at March 31, 2023 Net balances Recognised in the Particulars Recognised in Deferred tax at statement of profit Net Deferred tax asset OCI liabilities 31 March 2022 and loss Disallowance u/S 43B of the Income Tax Act, 1961 14.74 3 .20 - 1 1.54 11.54 - Provision for Expected credit loss 2.10 (4.54) - 6 .64 6.64 - On adoption of Ind AS 116 Leases 1.03 (0.15) - 1 .18 1.18 - Unabsorbed Depreciation and Business Loss - (4.87) - 4 .87 4.87 - Gain on Investments carried at fair value (1.13) 0 .13 - (1.26) - 1.26 Financial assets carried at amortised cost (0.09) (0.03) - (0.06) - 0.06 On adoption of Ind AS 116 Leases (0.22) (0.10) - (0.12) - 0.12 Financial liabilities carried at amortised cost (0.06) (0.04) - (0.02) - 0.02 Employee Benefit expenses - (0.92) 0.92 - - - Related to Property, Plant and Equipment (3.76) (1.30) - (2.46) - 2.46 MAT Credit Entitlement 7.59 0 .98 - 6 .61 6.61 - Tax assets (liabilities) before set-off 20.20 (7.64) 0.92 2 6.92 30.84 3.92 Set-off of deferred tax liabilities ( 3.92) Net deferred tax assets/ (liabilities) 26.92 398HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Note 42 : Leases EffectiveApril1,2019,thegrouphasadoptedIndAS116,Leases,usingmodifiedretrospectiveapproach.OnadoptionofthenewstandardINDAS116resultedin recognitionof'RightofUse'assetsandaleaseliability.Thecumulativeeffectofapplyingthestandardwasdebitedtoretainedearnings.Theeffectofthisadoption isinsignificantontheprofitbeforetax,profitfortheperiodandearningspershare.IndAS116willresultinanincreaseincashinflowsfromoperatingactivitiesand an increase in cash outflows from financing activities on account of lease payments. Following are the changes in the carrying value of right of use assets for the year ended; As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Opening carrying value of Rights to use Assets 1 7.74 2 0.44 20.49 Addition 3.35 - 1.88 Depreciation ( 1.24) ( 2.70) ( 1.93) Deletion - - 0 Balance 19.85 17.74 20.44 The following is the break-up of current and non-current lease liabilities as at year ended; As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Current lease liabilities 1.48 1.43 2.25 Non-Current lease liabilities 19.80 16.71 17.70 Balance 21.28 18.14 19.95 The following is the movement in lease liabilities during the year ended; As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Opening balance of lease liabilities 1 8.14 1 9.95 1 9.04 Addition 3.35 - 1.88 Finance cost accrued during the year 1.72 1.78 1.73 Payment of lease liabilities ( 1.93) ( 3.59) ( 2.70) Deletion - - - Balance 21.28 18.14 19.95 The table below provides details regarding the contractual maturities of lease liabilities as at March 31, 2025 on an undiscounted basis : Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 - Less than one year 2.08 1.71 2.84 - Later than one year but not later than five years 9.45 6.02 6.79 - Later than five years 774.35 775.83 777.52 TOTAL 785.88 783.56 787.15 One subsidiary (HNIPL) had entered into long term lease agreement for 97 years as per agreement dated 9th April 2014. 399HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Note 43A : Financial instruments – Fair values and risk management : A) Accounting classification and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the carrying amount is a reasonable approximation of fair value. Carrying amount Fair value Note As at March 31, 2025 Level 1 - Quoted price Level 2 - Significant Level 3 - Significant Total No. FVTPL FVTOCI Amortised Cost in active markets observable inputs unobservable inputs Financial assets Investments (current) 10 339.52 - - 339.52 - - 3 39.52 Trade receivables 11 - - 598.24 - - - - Cash and cash equivalents 12 - - 152.23 - - - - Bank Balance other than Cash and cash equivalents 13 - - 47.98 - - - - Other financial assets 6 & 14 - - 80.58 - - - - 339.52 - 879.03 Financial liabilities Borrowings 19 &22 - - 266.00 - - - - Trade payables 23 - - 188.44 - - - - Other financial liabilities 20 & 24 - - 124.36 - - - - - - 578.80 Carrying amount Fair value Note As at March 31, 2024 Level 1 - Quoted price Level 2 - Significant Level 3 - Significant Total No. FVTPL FVTOCI Amortised Cost in active markets observable inputs unobservable inputs Financial assets Investments (current) 10 189.86 - - 189.86 - - 1 89.86 Trade receivables 11 - - 485.14 - - - - Cash and cash equivalents 12 - - 193.53 - - - - Bank Balance other than Cash and cash equivalents 13 - - 45.42 - - - - Other financial assets 6 & 14 - - 32.10 - - - - 189.86 - 756.19 Financial liabilities Borrowings 19 &22 - - 368.93 - - - - Trade payables 23 - - 196.51 - - - - Other financial liabilities 20 & 24 - - 101.75 - - - - - - 667.19 400HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Carrying amount Fair value Note As at March 31, 2023 Level 1 - Quoted price Level 2 - Significant Level 3 - Significant Total No. FVTPL FVTOCI Amortised Cost in active markets observable inputs unobservable inputs Financial assets Investments (current) 11 300.79 - - 300.79 - - 3 00.79 Trade receivables 12 - - 741.94 - - - - Cash and cash equivalents 13 - - 113.87 - - - - Bank Balance other than Cash and cash equivalents 6 & 14 - - 108.17 - - - - Other financial assets 0 - - 27.86 - - - - 300.79 - 991.84 Financial liabilities Borrowings 19 &22 - - 518.73 - - - - Trade payables 23 - - 452.57 - - - - Other financial liabilities 20 & 24 - - 96.52 - - - - - - 1,067.82 B) Measurement of fair values Valuation techniques and significant unobservable inputs The following table shows the valuation techniques used in measuring Level 2 and Level 3 fair values for financial instruments measured at fair value in the balance sheet, as well as the significant unobservable inputs used. Financial instruments measured at fair value through profit or loss Inter-relationship between significant Significant unobservable Type Valuation technique unobservable inputs and fair value inputs measurement Thefairvaluesofinvestmentsinmutualfundunitsisbasedonthe netassetvalue("NAV")asstatedbytheissuerofthesemutual fund units in the published statements as at Balance Sheet Investment in mutual funds Not applicable Not applicable date.NAV represents the price at which the issuer will issue furtherunitsofmutualfundandthepriceatwhichtheissuerswill redeem such units from the investor. 401HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) 43B) Financial risk management The Group has exposure to the following risks arising from financial instruments: a. credit risk ; b. liquidity risk ; and c. market risk Risk management framework TheGroup’sboardofdirectorshasoverallresponsibilityfortheestablishmentandoversightoftheGroup’sriskmanagementframework.TheGroupmanagesmarket riskthroughatreasurydepartment,whichevaluatesandexercisesindependentcontrolovertheentireprocessofmarketriskmanagement.Thetreasurydepartment recommendsriskmanagementobjectivesandpolicies,whichareapprovedbyBoardofDirectors.Theactivitiesofthisdepartmentincludemanagementofcash resources, borrowing strategies, and ensuring compliance with market risk limits and policies. TheGroup’sriskmanagementpoliciesareestablishedtoidentifyandanalyzetherisksfacedbytheGroup,tosetappropriaterisklimitsandcontrolsandtomonitor risksandadherencetolimits.RiskmanagementpoliciesandsystemsarereviewedregularlytoreflectchangesinmarketconditionsandtheGroup’sactivities.The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment. TheauditcommitteeoverseeshowmanagementmonitorscompliancewiththeGroup’sriskmanagementpoliciesandprocedures,andreviewstheadequacyoftherisk managementframeworkinrelationtotherisksfacedbytheGroup.Theauditcommitteeisassistedinitsoversightrolebyinternalaudit.Internalauditundertakesboth regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee. a. Credit risk CreditriskistheriskoffinanciallosstotheGroupifacustomerorcounterpartytoafinancialinstrumentfailstomeetitscontractualobligations,andarisesprincipally from the Group’s receivables from customers and investment securities. The carrying amounts of financial assets represent the maximum credit exposure. Trade receivables TheGroupextendscredittocustomersinnormalcourseofbusiness.TheGroupconsidersfactorssuchascredittrackrecordinthemarketandpastdealingsfor extensionofcredittocustomers.Tomanagecreditrisk,theGroupperiodicallyassessesthefinancialreliabilityofthecustomer,takingintoaccountthefinancial condition,currenteconomictrends,andanalysisofhistoricalbaddebtsandageingofaccountsreceivables.Outstandingcustomerreceivablesareregularlymonitored tomakeanassessmentofrecoverability.Receivablesareprovidedasdoubtful/writtenoff,whenthereisnoreasonableexpectationofrecovery.Wherereceivables havebeenprovided/writtenoff,theGroupcontinuesregularfollowup,engagewiththecustomers,legaloptions/anyotherremediesavailablewiththeobjectiveof recoveringtheseoutstandings.TheGroupisnotexposedtoconcentrationofcreditrisktoanyonesinglecustomersinceservicesareprovidedtovastspectrum.The Group also takes security deposits, advances , post dated cheques etc from its customers, which mitigate the credit risk to an extent. Investments in companies The Group has made investments in subsidiaries. The Group does not perceive any credit risk pertaining to investments made in such related entities. Cash and cash equivalents TheGroupheldcashandcashequivalentswithcreditworthybanksofRs.152.23mnasat31March2025(Rs193.53mnasat31March2024,Rs.113.87mnasat31 March 2023). 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 TheallowanceforimpairmentinrespectoftradereceivablesduringtheyearwasRs.4.37mnasat31March2025((Rs.1.32mn)asat31March2024,Rs.2.15mnas at 31 March 2023); The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows. Particulars Amount in INR MN As at March 31, 2023 10.50 Impairment loss recognised (1.32) As at March 31, 2024 9.18 Impairment loss recognised 4.37 As at March 31, 2025 13.55 The Group has no other financial assets that are past due but not impaired. 402HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) b. Liquidity risk LiquidityriskistheriskthattheGroupwillencounterdifficultyinmeetingtheobligationsassociatedwithitsfinancialliabilitiesthataresettledbydeliveringcashor anotherfinancialasset.TheGroup’sapproachtomanagingliquidityistoensure,asfaraspossible,thatitwillhavesufficientliquiditytomeetitsliabilitieswhenthey are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. Exposure to liquidity risk The table below summarises the maturity profile of the Group’s financial liabilities at the balance sheet date based on contractual undiscounted repayment obligations. Contractual cash flows Particulars One year or less 1 - 5 years More than 5 years Total As at March 31, 2025 Non - derivative financial liabilities Borrowings 194.96 71.04 - 266.00 Trade payables 188.44 - - 188.44 Other financial liabilities 98.58 25.78 - 124.36 481.98 96.82 - 578.80 As at March 31, 2024 Non - derivative financial liabilities Borrowings 284.37 84.56 - 368.93 Trade payables 196.51 - - 196.51 Other financial liabilities 79.31 22.44 - 101.75 560.19 107.00 - 667.19 As at March 31, 2023 Non - derivative financial liabilities Borrowings 481.47 37.26 - 518.73 Trade payables 452.57 - - 452.57 Other financial liabilities 75.81 20.71 - 96.52 1,009.85 57.97 - 1,067.82 c. Market risk Marketriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketprices.Marketriskcomprisesthree typesofrisk:interestraterisk,currencyriskandotherpricerisk,suchasequitypriceriskandcommodityrisk.Financialinstrumentsaffectedbymarketriskinclude borrowings and bankdeposits. The objective of market riskmanagement is to manageand controlmarket riskexposures 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 Group’s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from banks. The interest rate profile of the Group’s interest-bearing financial instruments as reported to the management of the Group is as follows: As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Fixed-rate instruments: Financial asset (Bank deposits) (57.93) (56.26) (113.39) Financial liabilities (Borrowings) - - (57.93) (56.26) (113.39) Variable-rate instruments: Financial liabilities (Borrowings) 266.00 368.93 518.73 266.00 368.93 518.73 Fair value sensitivity analysis for fixed-rate instruments TheGroup'sfixedrateborrowingsarecarriedatamortisedcost.TheyarethereforenotsubjecttointerestrateriskasdefinedinINDAS107,sinceneitherthecarrying amount nor the future cash flow will fluctuate because of a change in market interest rates. 403HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Thefollowingtabledemonstratesthesensitivitytoareasonablypossiblechangeininterestratesonthatportionofborrowingsaffected.Withallothervariablesheld constant, the Group’s loss before tax is affected through the impact on floating rate borrowings, as follows: As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Increase in basis points 50 basis points 50 basis points 50 basis points Effect on profit before tax ( 1.33) ( 1.84) ( 2.59) Decrease in basis points 50 basis points 50 basis points 50 basis points Effect on profit before tax 1 .33 1.84 2.59 Theassumedmovementinbasispointsfortheinterestratesensitivityanalysisisbasedonthecurrentlyobservablemarketenvironment,showingasignificantlyhigher volatility than in prior years. Foreign currency risk TheGroupisexposedtocurrencyriskonaccountofitsoperatingandfinancingactivities.ThefunctionalcurrencyoftheGroupisIndianRupee.Ourexposureare mainlydenominatedinU.S.dollars.TheUSDexchangeratehaschangedsubstantiallyinrecentperiodsandmaycontinuetofluctuatesubstantiallyinthefuture.The Group’sbusinessmodelincorporatesassumptionsoncurrencyrisksandensuresanyexposureiscoveredthroughthenormalbusinessoperations.Thisintenthasbeen achievedinallyearspresented.TheGrouphasputinplaceaFinancialRiskManagementPolicytoIdentifythemosteffectiveandefficientwaysofmanagingthe currency risks. Exposure to currency risk The currency profile of financial assets and financial liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023 are as below: As at March 31, 2025 USD Euro RAND/ZAR Financial assets Advance to Staff 0.00 - - Advance to suppliers 0.00 0.06 Trade Receivables 6.27 - - Loans Given to subsidiaries 1.97 - 0.44 Net exposure for assets 8.24 0.06 0.44 Financial liabilities Advance from customers 0.14 - - Trade Payables 0.67 - - FCNR Loan - - - Net exposure for liabilities 0.81 - - Net exposure (Assets - Liabilities) 7.43 0.06 0.44 As at March 31, 2024 USD Euro RAND/ZAR Financial assets Advance to Staff 0.00 0.00 0.00 Advance to suppliers 0.00 0.00 0.00 Trade Receivables 4.94 0.04 0.00 Loans Given to subsidiaries 1.66 0.00 1.27 Net exposure for assets 6.61 0.04 1.27 Financial liabilities Advance from customers 0.18 - - Trade Payables 0.16 - - FCNR Loan 0.60 - - Net exposure for liabilities 0.94 - - Net exposure (Assets - Liabilities) 5.67 0.04 1.27 As at March 31, 2023 USD Euro RAND/ZAR Financial assets Advance to suppliers 0 .06 0 .01 - Trade Receivables 6 .03 0 .61 - Loans Given to subsidiaries 1 .49 - 1 .14 Net exposure for assets 7.58 0.62 1.14 Financial liabilities Advance from customers 0.33 0.02 - Trade Payables 1.33 0.89 - FCNR Loan 2.73 - - Net exposure for liabilities 4.39 0.91 - Net exposure (Assets - Liabilities) 3.19 (0.29) 1.14 404HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Sensitivity analysis Areasonablypossiblestrengthening/(weakening)oftheIndianRupeeagainstUSdollarsat31stMarchwouldhaveaffectedthemeasurementoffinancialinstruments denominatedinUSdollarsandaffectedprofitorlossbytheamountsshownbelow.Thisanalysisassumesthatallothervariables,inparticularinterestrates,remain constantandignoresanyimpactofforecastsalesandpurchases.Incaseswheretherelatedforeignexchangefluctuationiscapitalisedtofixedassets,theimpact indicated below may affect the Group's income statement over the remaining life of the related fixed assets or the remaining tenure of the borrowing respectively. Impact of movement on Profit or (loss) and Equity : Profit or (loss) and Equity Effect in INR (before tax) Strengthening Weakening Year ended March 31, 2025 1% movement USD (6.32) 6.32 EURO (0.05) 0.05 RAND/ZAR (0.02) 0.02 (6.40) 6.40 Profit or (loss) and Equity Effect in INR (before tax) Strengthening Weakening Year ended March 31, 2024 1% movement USD (4.70) 4.70 EURO (0.03) 0.03 RAND/ZAR (0.05) 0.05 (4.79) 4.79 Profit or (loss) and Equity Effect in INR (before tax) Strengthening Weakening Year ended March 31, 2023 1% movement USD (2.60) 2.60 EURO 0.26 (0.26) RAND/ZAR (0.05) 0.05 (2.40) 2.40 The Group is not exposed to the commodity risk. Price risk: TheGroupisexposedtopriceriskarisingfrominvestmentsheldbytheGroupandclassifiedinthebalancesheeteitherasfairvaluethroughprofitorloss.Tomanage itspriceriskarisingfrominvestmentinsecurities,theGroupdiversifiesitsportfolio.Diversificationoftheportfolioisdoneinaccordancewiththelimitssetbythe Group. b) Financial Instruments regularly measured using Fair Value - recurring items Fair Value Particulars Financial assets/ As at As at As at Category Financial liabilities 31 March 2025 31 March 2024 31 March 2023 Investment in mutual funds- Quoted Financial assets FVTPL 339.52 189.86 300.79 339.52 189.86 300.79 Thetablebelowsummariestheimpactofincreases/decreasesoftheindexontheGroup’sequityandprofitfortheperiod.Theanalysisisbasedontheassumptionthat theequity/indexhadincreasedby1%ordecreasedby1%withallothervariablesheldconstant,andthatalltheGroup’sequityinstrumentsmovedinlinewiththe index. 405HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) On investments- Sensitivity analysis As at March 31, 2025 Sensitivity to fair value Particulars Carrying value Fair value 1% increase 1% decrease Investment at FVTPL 339.52 339.52 3.40 (3.40) 339.52 339.52 3.40 (3.40) As at March 31, 2024 Sensitivity to fair value Particulars Carrying value Fair value 1% increase 1% decrease Investment at FVTPL 189.86 189.86 1.90 (1.90) 189.86 189.86 1.90 (1.90) As at March 31, 2023 Sensitivity to fair value Particulars Carrying value Fair value 1% increase 1% decrease Investment at FVTPL 300.79 300.79 3.01 (3.01) 300.79 300.79 3.01 (3.01) 44Capital Management TheGroupmanagesthecapitalstructurebyabalancedmixofdebtandequity.Necessaryadjustmentsaremadeinthecapitalstructureconsideringthefactorsvis-a- visthechangesinthegeneraleconomicconditions,availableoptionsoffinancingandtheimpactofthesameontheliquidityposition.Higherleverageisusedfor fundingmoreliquidworkingcapitalneedsandconservativeleverageisusedforlong-termcapitalinvestments.TheGroupcalculatesthelevelofdebtcapitalrequired to finance the working capital requirements using traditional and modified financial metrics including leverage/gearing ratios and asset turnover ratios. As of balance sheet date, leverage ratios is as follows: As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Total borrowings 266.00 368.93 518.73 Less: Cash and cash equivalents 152.23 193.53 113.87 Adjusted net debt 113.77 175.40 404.86 Total Equity 1,941.81 1,758.73 1,630.84 Adjusted net debt to adjusted equity ratio (times) 0.06 0.10 0.25 406HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Note 45 : Disclosure of additional information pertaining to the Parent Company and Subsidiaries : Net Assets Share in Other Share in Total Comprehensive (Total Assets) - (Total Share in Profit or loss Comprehensive Income Income Liabilities) 31st March 2025 As % of As % of As % of As % of Consolidated Net Assets Consolidated Profit / (Loss) Consolidated Profit / (Loss) Consolidated Profit / (Loss) Net Assets Profit or Loss Profit or Loss Profit or Loss Parent Hexagon Nutrition Limited 40.71 790.42 47.45 115.66 110.00 (0.66) 47.29 115.00 Indian Subsidiaries Direct Subsidiaries Hexagon Nutrition (Exports) Pvt Ltd 61.90 1,201.97 63.21 154.08 ( 1.67) 0.01 63.37 154.09 Hexagon Nutrition (International) Private 8.06 156.52 ( 0.54) (1.32) ( 8.33) 0.05 ( 0.52) (1.27) Limited Hexagon Nutrition Healthcare Pvt Ltd 0.00 0.05 ( 0.00) (0.01) - ( 0.00) (0.01) Foreign Subsidiaries Direct Subsidiaries Hexagon Nutrition (PTY) Ltd. ( 1.72) (33.39) 0.33 0.81 - - 0.33 0.81 Hexagon Nutrition LLC ( 4.87) (94.51) ( 13.19) (32.15) - - ( 13.22) (32.15) Hexagon Nutrition China Limited 1.17 22.80 5.01 12.21 - - 5.02 12.21 Adjustments due to Inter Company ( 5.26) (102.06) ( 2.26) (5.52) - - ( 2.27) (5.52) Elimination & other adjustments TOTAL 100.00 1,941.81 100.00 243.77 100.00 (0.60) 100.00 243.17 Net Assets Share in Other Share in Total Comprehensive (Total Assets) - (Total Share in Profit or loss Comprehensive Income Income Liabilities) 31st March 2024 As % of As % of As % of As % of Consolidated Net Assets Consolidated Profit / (Loss) Consolidated Profit / (Loss) Consolidated Profit / (Loss) Net Assets Profit or Loss Profit or Loss Profit or Loss Parent Hexagon Nutrition Limited 41.25 725.42 85.61 104.56 75.76 1.75 85.42 106.31 Indian Subsidiaries Direct Subsidiaries Hexagon Nutrition (Exports) Pvt Ltd 59.58 1,047.87 91.48 111.73 16.45 0.38 90.08 112.11 Hexagon Nutrition (International) Pvt Ltd 8.97 157.79 ( 17.12) (20.91) 7.79 0.18 ( 16.66) (20.73) Hexagon Nutrition Healthcare Pvt Ltd 0.00 0.06 ( 0.00) (0.01) - - ( 0.00) (0.01) Foreign Subsidiaries Direct Subsidiaries Hexagon Nutrition (PTY) Ltd. ( 1.83) (32.22) ( 8.63) (10.54) - - ( 8.47) (10.54) Hexagon Nutrition LLC ( 3.55) (62.52) ( 42.58) (52.01) - - ( 41.79) (52.01) Hexagon Nutrition China Limited 1.24 21.78 ( 6.87) (8.39) - - ( 6.75) (8.39) Adjustments due to Inter Company ( 5.65) (99.45) ( 1.88) (2.29) - - ( 1.84) (2.29) Elimination & other adjustments TOTAL 100.00 1,758.73 100.00 122.14 100.00 2.31 100.00 124.45 407HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Net Assets Share in Other Share in Total Comprehensive (Total Assets) - (Total Share in Profit or loss Comprehensive Income Income Liabilities) 31st March 2023 As % of As % of As % of As % of Consolidated Net Assets Consolidated Profit / (Loss) Consolidated Profit / (Loss) Consolidated Profit / (Loss) Net Assets Profit or Loss Profit or Loss Profit or Loss Parent Hexagon Nutrition Limited 37.96 619.12 ( 53.23) (31.00) 70.85 1.92 ( 47.71) (29.08) Indian Subsidiaries Direct Subsidiaries Hexagon Nutrition (Exports) Pvt Ltd 57.38 935.77 163.86 95.43 28.78 0.78 157.85 96.21 Hexagon Nutrition (International) Pvt Ltd 10.95 178.52 ( 26.06) (15.18) 0.37 0.01 ( 24.89) (15.17) Nutralytica Research Pvt Ltd. - - - - - - Hexagon Nutrition Healthcare Pvt Ltd 0.00 0.07 ( 0.02) (0.01) - - ( 0.02) (0.01) Foreign Subsidiaries Direct Subsidiaries Hexagon Nutrition (PTY) Ltd. ( 1.41) (22.99) ( 27.83) (16.21) - - ( 26.60) (16.21) Hexagon Nutrition LLC ( 1.34) (21.86) 11.31 6.58 - - 10.80 6.58 Hexagon Nutrition China Limited 1.93 31.46 42.11 24.52 - - 40.23 24.52 Adjustments due to Inter Company ( 5.47) (89.25) ( 10.12) (5.89) - - ( 9.67) (5.89) Elimination & other adjustments TOTAL 100.00 1,630.84 100.00 58.24 100.00 2.71 100.00 60.95 408HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) 46 Operating Segments A. Basis for segmentation TheoperationsoftheGrouparelimitedtoonesegmentviz.Nutraceuticals.Theproductsbeingsoldunderthissegmentareofsimilarnatureandcomprisesof Premix and Brand only. TheGrouphasidentifiedtheirChiefFinancialOfficer(CFO)astheirChiefOperatingDecisionMaker(CODM).TheCompany'sChiefOperatingDecision Maker(CODM)reviewstheinternalmanagementreportspreparedbasedonaggregationoffinancialinformationforallentitiesintheGroup(adjustedfor intercompanyeliminations,adjustmentsetc.)onaperiodicbasis,forthepurposeofallocationofresourcesandevaluationofperformance.Accordingly, management has identified Premix and Brand segment as the only operating segment for the Group. Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Revenue from the Country of Domicile – India 1 ,256.28 1 ,096.46 1 ,005.44 Revenue from the Country Denmark (contributing 10% or more to revenue) - 4 24.28 - Revenue from the Country Ethiopia (contributing 10% or more to revenue) 3 94.20 - - Revenue from the Country Uzbekistan (contributing 10% or more to revenue) - - 3 21.51 Revenue from Other Foreign Countries 1 ,595.86 1 ,453.78 1 ,455.86 Total Revenue 3 ,246.34 2 ,974.52 2 ,782.81 Revenue from Major Customers : Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Customers contributing 10% or more to revenue (No. of Customers - FY25: 2, FY24: 2 and FY23:1) 811.40 7 68.98 2 95.89 Company’s total revenue as per the below details: Other Customers 2,434.94 2,205.54 2,486.92 Total Revenue 3,246.34 2,974.52 2,782.81 47 CORPORATE SOCIAL RESPONSIBILITY EXPENSES Gross amount required to be spent by the Group during the year 2024-25 Rs. 4.78mn (2023-24 - Rs 4.80 mn, 2022-23-Rs. 5.61 mn) Amount spent during the year on: Year ended Year ended Year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 (i) amount required to be spent by the company during the year 4 .78 4 .80 5 .61 (ii) amount of expenditure incurred, 5 .76 9 .33 4 .72 (iii) shortfall at the end of the year, - - 0 .89 (iv) total of previous years shortfall - 0 .89 0 .10 (v) reason for shortfall, - - 0 Support of NutritionSupport of TherapeuticSupport the NRRTC in products for addressingNutrition products forproviding raw ingredients child survival &addressing child survival& micronutrients at development for children& development forsubsidised cost, with severe acutechildrenwithsevereacuteScholarship to student, malnutrition inmalnutrition with equityDistributionofDustbinsin Maharashtra atsubsidisedamongthemostdeprivedVillageonWomensDay, cost, Scholarship topoor communities ofPayment to NIFTEM student, promotingMaharashtra atsubsidisedagainst the contingent education etc cost, Scholarship tograntforCentreforFood (vi) nature of CSR activities student, Distribution ofFortification computers&accesoriesat(CEFF),SupplyofRibbon school, CSR atBlender to NIFTEM for Maharashtra state policeScholarship to games 2024Supply ofstudent.Supply of Pediasure to malnutritionPediasure to malnutrition kids and Capex giventokids NIFTEM (vii)detailsofrelatedpartytransactions,e.g.,contributiontoatrustcontrolledbythecompanyin relation to CSR expenditure as per relevant Accounting Standard, (viii)whereaprovisionismadewithrespecttoaliabilityincurredbyenteringintoacontractual obligation, the movements in the provision during the year shall be shown separately. 48 Disclosure on Bank/Financial institutions compliances Summary of reconciliation of monthlystatements of current assets filed by the company with Bank are as below: As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Particulars Inventories Trade Receivable Inventories Trade Receivable Inventories Trade Receivable As per books of accounts 293.73 229.45 2 71.63 2 47.75 2 69.53 2 38.16 As per statement of current assets 320.60 226.69 2 63.61 2 38.98 2 64.51 2 35.29 Excess/Shortages (26.87) 2.76 8 .02 8 .77 5 .02 2 .87 409HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) 49 The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below: As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Particulars In FCY In mn In FCY In mn In FCY In mn Loan Availed-USD - - 0.60 5 0.28 2.23 1 84.06 Loan Given to Subsidiaries-RAND/ZAR 0.44 1.99 1.27 5.43 1.14 5.10 Loan Given to Subsidiaries-USD 1.97 1 67.45 1.66 1 37.84 1.49 1 21.99 Creditors & Other Payables-USD 0.81 6 9.19 0.34 2 8.50 1.36 1 35.22 Creditors & Other Payables-EURO - - - - 0.50 4 6.06 Advances and Other Receivables-USD 6.27 5 33.48 1.50 1 23.03 3.78 3 06.75 Advances and Other Receivables- EURO 0.06 5.16 0.04 3.18 0.42 3 7.47 Derivative financial instruments theGroupholdsderivativefinancialinstrumentssuchasforeigncurrencyforwardcontractstomitigatetheriskofchangesinexchangeratesonforeign currencyexposures.Thecounterpartyforthiscontractsisgenerallyabankorexchange.Thisderivativefinancialinstrumentsarevaluedbasedonquoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the market place. The details in respect of outstanding foreign currency forward are as follows. As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Particulars USD in mn In mn USD in mn In mn USD in mn In mn Forward contracts - Sell 0.49 4 2.29 3.69 3 08.42 2.30 1 90.46 Forward contracts - Buy - - - - 0.80 6 5.57 0.49 4 2.29 3.69 3 08.42 3.10 2 56.03 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Particulars EURO in mn In mn EURO in mn In mn EURO in mn In mn Forward contracts - Sell - - - - 0.20 17.62 Forward contracts - Buy - - - - 0.41 3 5.36 - - - - 0.61 5 2.98 50TheBoardofDirectorsattheirmeetingheldonMarch19,2025,consideredandapprovedtorestructurethebusinessbywayofaSchemeofAmalgamation formerger(“Scheme”)wherebytheHexagonNutrition(Exports)PrivateLimited("TransferorCompany")willbemergedintothe HexagonNutrition Limited(“TransfereeCompany”).Subsequently,anapplicationwasmadeon10thMay2025totheNationalCompanyLawTribunal(NCLT)forfurther directions. 51One subsidiary company (HNIPL) falls under 11th year of benefit as on 31st March 2025 under Section 10AA of Income Tax Act, 1961. 410HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Note 52 : Accounting Ratios: % change from 31 % change from 31 % change from 31 Particulars 2024-25 2023-24 2022-23 March 2024 to March 2023 to March March 2022 to March March 2025 2024 2023 (a) Current Ratio Current Assets/Current Liabilities 3.49 2.98 1.93 17.05% 54.66% -16.88% (b) Debt-Equity Ratio Total Debt/Shareholders' Equity 0.14 0.21 0.32 -34.70% -34.05% 27.08% Earnings available for debt service/Debt (c) Debt Service Coverage Ratio 1.52 0.77 0.37 96.37% 110.35% -62.47% Service Net Profit after Tax-Preference (d) Return on Equity Ratio 10.47% 7.21% 3.50% 45.31% 106.16% -77.42% Dividend/Average Shareholders' Equity (e) Inventory turnover ratio, Cost of Goods Sold/Average Inventory 2.57 2.16 2.27 19.13% -5.01% -9.74% (f) Trade Receivables turnover ratio Sales/Average Receivables 6.00 4.85 4.26 23.61% 13.83% -23.73% (g) Trade payables turnover ratio Purchases/Average Payables 8.04 4.26 4.78 88.82% -10.91% 12.74% (h) Net Working capital turnover ratio Sales/Working Capital 2.48 2.51 2.59 -1.10% -3.00% -0.45% (i) Net profit ratio Net Profit after Tax/Sales 7.50% 4.10% 2.09% 82.88% 96.17% -76.19% Earnings Before Interest and Tax/Capital (j) Return on Capital employed, 17.06% 11.12% 5.94% 53.47% 87.13% -67.12% Employed Income earned on Investments/Cost of (k) Return on investment 7.93% 8.73% 3.14% -9.23% 177.76% 6.82% Investments Particulars Numerator Denominator 2024-25 2023-24 2022-23 Numerator Denominator Numerator Denominator Numerator Denominator (a) Current Ratio Current Assets Current Liabilities 1 ,836.43 5 26.64 1 ,786.72 5 99.73 2 ,239.73 1 ,162.75 (b) Debt-Equity Ratio Total Debt Shareholders' Equity 2 66.00 1 ,941.81 3 68.93 1 ,758.73 5 18.73 1 ,630.84 Net Profit after taxes +Depreciation and Interest & Lease Payments + (c) Debt Service Coverage Ratio other amortizations + Interest + Loss on 464.30 305.46 3 17.67 410.40 203.19 552.17 Principal Repayments sale of Fixed assets (d) Return on Equity Ratio Net Profit after Tax-Preference Dividend Average Shareholders' Equity 193.77 1,850.27 1 22.14 1,694.79 5 6.41 1,613.70 (e) Inventory turnover ratio, Cost of Goods Sold Average Inventory 1 ,805.29 7 02.90 1 ,799.04 8 34.46 1 ,681.56 7 40.90 (f) Trade Receivables turnover ratio sales Average Receivables 3 ,249.29 5 41.69 2 ,977.31 6 13.54 2 ,785.01 6 53.31 (g) Trade payables turnover ratio Purchases Average Payables 1 ,548.34 1 92.48 1 ,382.66 3 24.54 1 ,868.53 3 90.73 Working Capital = Current (h) Net Working capital turnover ratio Revenue from Operation 3,249.29 1,309.79 2,977.31 1,186.99 2,785.01 1,076.98 Assets - Current Liability Revenue from (i) Net profit ratio Profit for the year 243.77 3,249.29 1 22.14 2,977.31 5 8.24 2,785.01 operations (j) Return on Capital employed, Profit Before Tax + Finance cost Equity + Debt Borrowings 3 76.62 2 ,207.81 2 36.49 2 ,127.66 1 27.68 2 ,149.57 (k) Return on investment Income earned on Investments Cost of Investments 2 5.39 3 20.33 1 5.74 1 80.25 9 .30 2 95.82 % change from 31 March 2025 to 31 % change from 31 March 2024 to 31 March % change from 31 March 2023 to 31 March Reason for change more than 25% March 2024 2023 2022 a) Current Ratio Change in ratio is not more than 25% Due to decrease in Current Liabilities Change in ratio is not more than 25% (b) Debt-Equity Ratio Due to decrease in debt Due to decrease in debt Due to increase in debt (c) Debt Service Coverage Ratio Due to decrease in debt Due to decrease in debt Due to increase in debt (d) Return on Equity Ratio Due to increase in profit Due to increase in profit Due to decrease in profit (e) Inventory turnover ratio, Change in ratio is not more than 25% Change in ratio is not more than 25% Change in ratio is not more than 25% (f) Trade Receivables turnover ratio Change in ratio is not more than 25% Due to increase in Sales Change in ratio is not more than 25% (g) Trade payables turnover ratio Due to increase in Purchases Change in ratio is not more than 25% Due to increase in Purchases (h) Net capital turnover ratio, Change in ratio is not more than 25% Change in ratio is not more than 25% Change in ratio is not more than 25% (i) Net profit ratio Due to increase in Profit Due to increase in Profit Due to decrease in profit (j) Return on Capital employed, Due to increase in profit Due to increase in profit Due to decrease in profit (k) Return on investment Due to increase in profit Due to increase in profit Due to decrease in profit 411HEXAGON NUTRITION LIMITED (Formerly known as HEXAGON NUTRITION PRIVATE LIMITED) CIN : U24110MH1993PLC072189 ANNEXURE VII - NOTES TO THE CONSOLIDATED IND AS FINANCIAL STATEMENTS (All amounts in Rupees millions, unless otherwise stated) Note: 53 Additional regulatory information required by Schedule III (a) There are noproceedingsinitiatedorare pendingagainst the Groupforholdinganybenamipropertyunderthe ProhibitionofBenamiPropertyTransactionsAct, 1988andrulesmade thereunder. (b)T he Group 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 Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period. (d)T he Group has not traded or invested in Crypto currency or Virtual Currency during the financial year. (e) (i)TheGrouphasnotadvancedorloanedorinvested(eitherfromborrowedfundsorsharepremiumoranyothersourcesorkindoffunds)toorinanyotherpersonorentity,includingforeign entities(“Intermediaries”),withtheunderstanding,whetherrecordedinwritingorotherwise,thattheIntermediaryshall,whether,directlyorindirectlylendorinvestinotherpersonsorentities 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,theGrouphasnotreceivedanyfundsfromanypersonorentity,includingforeignentities(“FundingParties”),withtheunderstanding,whetherrecordedinwritingorotherwise,thatthe Groupshall,whether,directlyorindirectly,lendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalfoftheFundingParty(“UltimateBeneficiaries”)orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (f) TheGroupdoesnothaveanysuchtransactionwhichisnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringtheyearinthetaxassessmentsunderthe Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961) (g) TheGrouphascompliedwiththenumberoflayersprescribedunderclause(87)oftheSection2oftheCompaniesActreadwiththeCompanies(RestrictionsonNumberofLayers)Rule, 2017. (h) The Group is not declared wilful defaulter by bank or financial institutions or any lender during the financial year. (i) The Group has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained. (j) TheGrouphascompliedwiththerelevantprovisionsoftheForeignExchangeManagementAct,1999(42of1999)andtheCompaniesActfortheabovetransactionsandthetransactionsarenot in violation of the Prevention of Money-Laundering Act, 2002 (15 of 2003). (k)T he Group 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 54: Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classification/disclosure. As per our report of even date For S K Patodia & Associates LLP Chartered Accountants For and on behalf of the Board of Directors Firm's Registration Number : 112723W/W100962 sd/- sd/ sd/- sd/- Dhiraj Lalpuria Arun Kelkar Vikram Kelkar Dr. Nikhil Kelkar (Partner) (Chairman) (Managing Director) (Jt. Managing Director) Membership No. 146268 DIN-00171276 DIN-02302364 DIN-02302369 UDIN : 25146268BMIYAR8984 sd/- sd/- Soman Jana Vedanti Vartak (Chief Financial Officer) (Company Secretary) M No. : A41580 Place : Mumbai Place : Mumbai Date : 22nd August 2025 Date : 22nd August 2025 412OTHER FINANCIAL INFORMATION The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations derived from our Restated Consolidated Financial Information are given below: Particulars As at/for the year ended March 31, 2025 March 31, 2024 March 31, 2023 Net Worth (A) (₹ in million) 1955.99 1762.87 1638.42 Net Profit after Tax (B) (₹ in 243.77 122.14 58.24 million) EBITDA (₹ in million) 400.72 248.77 171.74 No. of Shares outstanding at the 110,627,404 110,627,404 110,627,404 end (C) Face Value Per share (in ₹) 1/- 1/- 1/- Weighted average number of 122,918,109 122,918,109 122,918,109 shares post effect of CCPS conversion (D) Basic Earnings per Share 1.75 1.10 0.51 (EPS) (B / D) (in ₹) Diluted Earnings per Share 1.75 0.99 0.47 (EPS)^ Return on Net Worth (B / A) 12.46 6.93 3.55 (%) Net Assets Value per Share (A 15.91 14.34 13.33 / D) ^ For FY 2024-25 diluted EPS is equal to basic EPS As diluated EPS is Anti Dulative in Nature. The ratios have been calculated as below: 1) Basic Earnings Per Share (₹) = Restated Net profit after tax of our Company, divided by weighted average no. of Equity Shares outstanding (post-split) during the financial year. 2) Diluted Earnings Per Share (₹) = Restated Net Profit after tax of our Company, divided by weighted average no. of potential Equity Shares outstanding (post-split) during the financial year. Basic and diluted earnings per equity share are computed in accordance with Indian Accounting Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended) read with the requirements of SEBI ICDR Regulations 3) Return on Net Worth is calculated as Profit/(Loss) for the period/year divided by Net Worth. 4) Net worth means the aggregate value of the paid up share capital of the Company and all reserves created out of profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, miscellaneous expenditure not written off, as per the Restated Consolidated Financial Information, but does not include reserves created out of revaluation of assets, capital reserve, foreign currency translation reserve, write-back of depreciation as at period /year end, as per the Restated Consolidated Financial Information of the Company. 5) Net Asset Value per Equity Share is computed as equity attributable to owners of the company divided by weighted average number of shares considered for computing Diluted Earnings Per Share EPS excluding FCTR etc. 6) Earnings Per Share calculation are in accordance with Accounting Standard 20-Earnings Per Share, notified under the Companies (Accounting Standards) Rules 2006, as amended 7) EBITDA represents profit for the year after adding back total tax expense, finance costs and depreciation and amortization of the relevant period/year. In accordance with the SEBI ICDR Regulations, the audited consolidated financial statements of our Company as at and for the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023 and the reports thereon (collectively, the “Audited Financial Statements”) are available on our website at www.hexagonnutrition.com. 413CAPITALISATION STATEMENT The following table sets forth our Company’s capitalisation as at March 31, 2025, derived from our Restated Consolidated Financial Information, and as adjusted for the Offer. This table should be read in conjunction with “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Consolidated Financial Information” beginning on pages 38, 421 and 337 respectively. (₹ in million) Pre-Offer as at Particulars Post-Offer5,6 March 31, 2025 Total borrowings Current borrowings (A) 155.80 Non-current borrowings (including current maturity) (B) 110.20 Total borrowings (C=A+B) 266.00 Total equity Equity share capital (D) 110.63 Refer notes below Other equity4(E) 1,831.18 Total equity (F=D+E) 1,941.81 Total Capital (G=C+F) 2,207.81 Ratio: Non-current borrowings (including current 5.68% maturities of borrowings) (B) / Total equity (F) Ratio: Total borrowings (C) / Total equity (F) 13.70% Notes: 1. The above statement has been prepared for the purpose of disclosing in the Draft Red Herring Prospectus to be filed in connection with the Offer, in accordance with the requirements prescribed under Schedule VI of the SEBI ICDR Regulations. 2. The above statement has been computed on the basis of the Restated Consolidated Financial Information for the year ended March 31, 2025. 3. These terms shall carry the meaning as per Schedule III of the Companies Act, 2013, as amended. 4. “Other equity” shall carry the meaning as per Schedule III of the Companies Act 2013 (as amended) excluding Revaluation Reserve. 5. Will be finalized upon determination of the offer Price. 6. As adjusted to reflect the number of Equity Shares issued pursuant to the Offer. 414FINANCIAL INDEBTEDNESS Our Company and Subsidiaries have availed certain credit facilities in its ordinary course of business, for meeting its working capital requirements and other business requirements. For details regarding the borrowing powers of our Board, see “Our Management – Borrowing Powers of our Board” on page 312. Our Company has obtained the necessary consents required under the loan agreements entered into in connection with and for undertaking activities in relation to the Offer, including effecting a change in our capital structure, change in our shareholding pattern, change in our constitutional documents including amending the Memorandum of Association and Articles of Association of our Company, change in the management or board composition, as applicable. The details of our aggregate indebtedness as on July 31, 2025 is provided below: (₹ in million) Hexagon Nutrition Limited Amount Sanctioned as at July Amount Outstanding as at July Nature of Borrowing 31, 2025 31, 2025 Secured Borrowings Working capital facilities Fund based 247.85 30.00 Non-fund based* 23.69 23.69 Term loans 90.00 66.76 Total Secured Borrowings (A) 361.54 120.46 Unsecured Borrowings Nil Nil Total Unsecured Borrowings (B) Nil Nil Total (A+B) 361.54 120.46 * Non-fund based facilities includes bank guarantee against Fixed Deposit. (₹ in million) Subsidiaries Amount Sanctioned as at July Amount Outstanding as at July Nature of Borrowing 31, 2025 31, 2025 Secured Borrowings Working capital facilities Fund based 389.27 122.97 Non-fund based* 45.95 45.95 Term loans 78.50 51.28 Total Secured Borrowings (A) 513.72 220.20 Unsecured Borrowings Nil Nil Total Unsecured Borrowings (B) Nil Nil Total (A+B) 513.72 220.20 * Non-fund based facilities includes bank guarantee against Fixed Deposit. Schedule of Financial Indebtedness as at July 31, 2025 Hexagon Nutrition Limited Sr. Name of lender Amount Amount Purpose for which Term / Details of any No. sanctioned outstanding the loan was maturity guarantee by (in ₹ as on July availed date promoter/promoter million) 31, 2025 (in ₹ group or corporate million) guarantee Personal Guarantee of Vikram Arun Kelkar, Working Capital 1. Citibank N.A. 190.00 30.00 90 Days Arun Purushottam Requirement Kelkar and Subhash Purushottam Kelkar 415Hexagon Nutrition Limited Sr. Name of lender Amount Amount Purpose for which Term / Details of any No. sanctioned outstanding the loan was maturity guarantee by (in ₹ as on July availed date promoter/promoter million) 31, 2025 (in ₹ group or corporate million) guarantee Personal Guarantee of Vikram Arun Kelkar, 2. Citibank N.A 90.00 66.76 Capex Requirement 60 Months Arun Purushottam Kelkar and Subhash Purushottam Kelkar Personal Guarantee of Arun Purushottam Working Capital Kelkar, Subhash 3. HDFC Bank 40.00 Nil 12 Months Requirement Purushottam Kelkar, Vikram Arun Kelkar, and Nikhil Arun Kelkar Personal Guarantee of Arun Purushottam State Bank of Working Capital Kelkar, Subhash 4. 40.00 Nil 12 Months India Requirement Purushottam Kelkar, Vikram Arun Kelkar, and Nikhil Arun Kelkar Subsidiaries Sr. No. Name of lender Amount Amount Purpose for Term / Details of any sanctioned outstanding which the loan maturity guarantee by (in ₹ as on July was availed date promoter/promoter million) 31, 2025 (in group or corporate ₹ million) guarantee Hexagon Nutrition (International) Private Limited Personal Guarantee of Arun Purushottam Kelkar, Nikhil Arun Working Capital 1. Citibank N.A. 130.00 39.51 12 Months Kelkar, Subhash Requirement Purushottam Kelkar, Vikram Arun Kelkar, and Aditya Kelkar Personal Guarantee of Working Capital Arun Purushottam 2. Indian Bank 100.00 78.17 12 Months Requirement Kelkar, Subhash Purushottam Kelkar, Vikram Arun Kelkar, Nikhil Arun Kelkar, Aditya Kelkar and 3. Indian Bank 78.50 51.28 Capex requirement 66 Months Corporate guarantee of Hexagon Nutrition Limited Hexagon Nutrition (Exports) Private Limited Personal Guarantee of Subhash Purushottam Kelkar, Vikram Arun Working Capital 4. HDFC Bank 20.00 Nil 12 Months Kelkar, Nikhil Arun Requirement Kelkar and Corporate Guarantee of Hexagon Nutrition Limited 416Subsidiaries Sr. No. Name of lender Amount Amount Purpose for Term / Details of any sanctioned outstanding which the loan maturity guarantee by (in ₹ as on July was availed date promoter/promoter million) 31, 2025 (in group or corporate ₹ million) guarantee Hexagon Nutrition (International) Private Limited Personal Guarantee of Subhash Purushottam Kelkar, Vikram Arun Working Capital 5. HDFC Bank 50.00 Nil 12 Months Kelkar, Nikhil Arun Requirement Kelkar and Corporate Guarantee of Hexagon Nutrition Limited Personal Guarantee of 6. Union Bank of 10.00 5.29 Working Capital 12 Months Subhash Purushottam India Requirement Kelkar, Vikram Arun Kelkar, Nikhil Arun Kelkar, Aditya Kelkar Union Bank of Working Capital and Corporate 7. India 20.00 Nil Requirement 12 Months Guarantee of Hexagon Nutrition Limited Personal Guarantee of Arun Purushottam Kelkar, Subhash Working Capital Purushottam Kelkar, 8. Citibank N.A. 100.00 Nil 12 Months Requirement Vikram Arun Kelkar, and Corporate Guarantee of Hexagon Nutrition Limited Security Details of Financial Indebtedness as at July 31, 2025 Hexagon Nutrition Limited Sr. Name of lender Security Details No. A First pari passu charge on current assets (Stock & Book debts) of the company. 1. Citibank N.A. An exclusive charge on Land & Building situated at Plot No. B-11, MEPZ-SEZ Chennai. An exclusive charge on moveable fixed assets (funded out of Citi Bank term loan) of the company. An exclusive charge on Land & Building situated at Gut no. 92B. Village Lakhmapur, Taluka Dindori, Nashik owned by Hexagon Nutrition 2. Citibank N.A. Limited (for New term loan). An exclusive charge on Land & Building situated at factory unit-1, located at Gut No:-92 part, Lakhmapur Shiwar, Tal. Dindori, Nashik, NA land levelled = 160R for three plots: premix plot and canteen owned by Hexagon Nutrition Ltd. (For Existing Term Loan) Book Debts, Cash Margin For Bg, Charge On Current Assets, Stock less than 180 Days. Collateral security: Office 401 to 403, Off New Link Road, Veera Desai 3. HDFC Bank Road, Andheri-west, Global Chambers near Dheeraj Heights, Mumbai, Maharashtra-400053. Primary: First pari passu charge over entire stock, raw materials, SIP, finished goods, lying inside and outside premises and receivables -current and future, and other currents assets of the company both present and future assets, along with 4. State Bank of India HDFC Bank and CITI Bank. Collateral: CTS No:-586, and CTS No. 650/A, situated at office no:- 404, on 4th Floor, of building known as Global Chambers situated at off Link Road, Andheri-west , Mumbai -400053 417Subsidiaries Sr. Name of lender Security Details No. Hexagon Nutrition (International) Private Limited A first pari passu charge on current assets (Stock & book Debts) of the borrower. A first pari passu charge on Moveable fixed Assets at Tuticorin unit(excluding 1. Citibank N.A. those funded out of term loan) of the borrower. Pledge on Debt Mutual Fund of 20% of limits sanctioned. Corporate Guarantee of Hexagon Nutrition Limited. Primary securities are hypothecation of machineries and assets purchased or created out of bank finance, entire current assets of the company both present and future including stock and book debt, Foreign bills awn against confirmed contracts and /or against LCs prime banks ,hypothecation of stocks under the LC, Counter Guarantee by the company and pledge of deposits by way of cash margin .Collateral security are EM of Industrial Land Measuring 3.965 acres and building 2. Indian Bank (Leasehold rights for 97 years since 09.04.2014) situated at Plot No.76-77-78, covering part area of 11.596 acres in survey Nos.58/1,58/2,11/3,59/1 and 59/2 under patta No.1558 of Vadakkukaracheri Village, CCCL Pearl City Food Port SEZ, Sekkaraikudi Post, Srivaikuntam Taluk, Tuticorin - 628104 within the sub- registration of Murapapanadu & Pledge of Fixed deposits to the tune of Rs.1.00 Cr. Hexagon Nutrition (Exports) Private Limited Stock for export, debtors for export, FD for PCFC margin, stock less than 180 days, debtors less than 90 Days. Charge on CA for BG. Commercial Office 401 3. HDFC Bank to 403,off New Link Rd, Veera Desai Road, Andheri-West, Global Chambers 400053, near Dheeraj Heights First Pari passu charge on Present and future stock and book debts of the borrower, exclusive charge on Land and Building and plant and machinery situated at Plot 4. Citibank N.A. No. B11, MEPZ-SEZ, Chennai. Corporate Guarantee of Hexagon Nutrition Limited. Union Bank of 5. Hypothecation of stock & book debts, fixed deposits kept with the bank. India (This space is intentionally left blank) 418Details of Principal Terms of Borrowings Principal terms of the borrowings availed by us: The details provided below are indicative and there may be additional terms, conditions and requirements under the various financing documentation executed by us in relation to our indebtedness. 1. Interest: In terms of the facilities availed by us, the interest rate is typically the base rate of a specified lender and spread per annum. The spreads are different for different facilities. The interest rates for the term loans and working capital facilities availed by our Company typically range from 7.83% to 9.60%. 2. Penal Interest: The terms of certain financing facilities availed by us prescribe penalties for non- compliance of certain obligations by us. These include, inter alia, non-payment of interest or instalments, non-payment of interest or instalments to other institutions or banks, etc. Further, the default interest payable on the facilities availed by us ranges from 1-2% per annum over and above the agreed rate of interest or a flat rate of 24% per annum. 3. Pre-payment penalty: The terms of facilities availed by us typically have prepayment provisions to the tune of 1% - 4% on the pre-paid amount in terms of the norms of such individual lenders. 4. Validity/Tenor: The tenor of the term loans availed by us range for a tenor from 6 months to 66 months. Additionally, the working capital facilities availed by us are payable on demand. 5. Commitment Charges: Charged @0.50% p.a. on quarterly basis, on the entire unutilized portion, if average utilization is less than 60%. <Only for CC/OD facility> 6. Security: First pari passu charge on present & future stocks & book debts of the company. Exclusive charge on certain fixed assets by some lenders. There may be additional requirements of creation of security under various borrowing arrangements entered into by them. In terms of our term loan facilities, we are required to, inter alia: a) Create a hypothecation including exclusive charge over the entire current assets and moveable fixed assets, as applicable. b) Create mortgage over immovable property; and c) Furnish personal guarantees from our Promoters and certain other persons. 7. Repayment: The loans (other than working capital loans) are typically repayable in structured instalments. 8. Key Covenants: Certain of our borrowing arrangements provide for covenants restricting certain corporate actions, and we are required to take the prior approval of the relevant lender before undertaking such corporate actions, inter alia the following: a) effecting changes in the ownership or control or make any material change in the management set-up; b) effecting material changes in the scope, nature, or activities of the business; c) effecting any change in our capital structure where the shareholding of the existing promoter gets diluted d) below current levels; e) making any amendments in the Memorandum of Association or Articles of Association; f) undertaking or permitting any merger, demerger, amalgamation, consolidation, restructuring, or reorganisation; g) declare or pay any dividend for any year except out of profits of the current year; and h) encumber or dispose of immovable asset, shares and securities of the Company or personal guarantors. 4199. Events of default: Borrowing arrangements entered into by us, contain standard events of default, inter alia the following: a) default in payment of interest or instalment amount due; b) any notice given or action taken in relation to actual or threatened liquidation or dissolution or bankruptcy or insolvency; c) pre-payment of our outstanding loans in whole or in part; d) any event which may have a material adverse effect on our business; e) failure to comply with relevant conditions subsequent within the timelines prescribed; f) occurrence of any circumstances which in prejudicial to or impairs or imperils or like to prejudice, impair, imperil the security given. 10. Consequences of events of default: In terms of our borrowing arrangements, as a consequence of events of occurrence of events of default, our lenders may, inter alia: a) declare that the outstanding amount of the facility be immediately due and payable; b) appoint nominee director or observer on the board of directors of the Company; c) enforce the security in case of payment default; and d) cancel unawn commitment and suspend further awings under the facility. 11. Conditions: a) Monthly stocks and book debts statements along with information on Sales, creditors, and balance outstanding with other banks to be received by the Bank within 15 days after month end in the format specified by the bank. In the event that statements are not received on time and in the said format with complete information as required, the Bank will levy a penalty of Rs. 25,000/- at the month end to your account. b) Monthly statement indicating orders expected in next month. c) Annual Financial statement to be received within 90 days after the Financial year-end. d) Company to submit quarterly financial performance for monitoring of revenues and profitability trend. Details of the loans from promoters/ directors/related parties Sr. No. Name of lender Nature of Principal Interest Amount Relationship amount rate as on outstanding (in ₹ July 31, as on July Million) 2025 31, 2025 (in ₹ million) Nil Nil Nil Nil Nil Nil 420MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following discussion is intended to convey the management’s perspective on our financial condition and results of operations for Fiscals 2025, 2024 and 2023. Unless otherwise stated, the financial information in this section has been derived from the Restated Consolidated Financial Information. Our financial year ends on March 31 of each year. Accordingly, references to “Fiscal 2025”, “Fiscal 2024” and Fiscal 2023”, are to the 12-month period ended March 31 of the relevant year. Our Restated Consolidated Financial Information have been prepared in accordance with Ind AS, Section 26 of the Companies Act, the SEBI ICDR Regulations and the Guidance Notes issued by ICAI. Ind AS differs in certain material respects from Indian GAAP, IFRS and U.S. GAAP. Accordingly, the degree to which our financial statements will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the reader's level of familiarity with Ind AS. As a result, the Restated Consolidated Financial Information may not be comparable to our historical financial statements. We have included various operational and financial performance indicators in this Draft Red Herring Prospectus, many of which may not be derived from our Restated Consolidated Financial Information or otherwise be subject to an examination, audit or review by our auditors or any other expert. The manner in which such operational and financial performance indicators are calculated and presented and the assumptions and estimates used in such calculations, may vary from that used by other companies in India and other jurisdictions. Investors are accordingly cautioned against placing undue reliance on such information in making an investment decision and should consult their own advisors and evaluate such information in the context of the Restated Consolidated Financial Information and other information relating to our business and operations included in this Draft Red Herring Prospectus. This Draft Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward- looking statements as a result of various factors, including those described below and elsewhere in this Draft Red Herring Prospectus. For further information, see “Forward-Looking Statements” on page 27. Also read “Risk Factors” and “-Significant Factors Affecting our Results of Operations and Financial Condition” on pages 38 and 422 respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations. Unless the context otherwise requires, in this section, references to “we”, “us”, “our”, “the Company” or “our Company” refers to Hexagon Nutrition Limited and our Subsidiaries on a consolidated basis. Unless otherwise indicated, industry and market data used in this section has been derived from the report titled “Industry Report on Indian Nutrition and Wellness Industry” by CARE Analytics and Advisory Private Limited dated March 31, 2025 (CARE Report), which has been commissioned and paid for by our Company in connection with the Offer. Unless otherwise indicated, all financial, operational, industry and other related information derived from the CARE Report and included herein with respect to any particular year, refers to such information for the relevant calendar year. CARE was appointed by our Company and is not connected to our Company, our Directors, our Promoters, our Key Managerial Personnel, Senior Management or BRLMs. A copy of the CARE Report is available on the website of our Company at www.hexagonutrition.com. For further information, see ‘Risk Factor - 46 - Certain sections of this Draft Red Herring Prospectus contain information from the CARE Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.’ on page 76. Also see ‘Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation’ on page 23. OVERVIEW We are a nutrition company offering a only holistic nutrition player that offers products across a whole range starting with micronutrient premixes, right up to therapeutic and clinical products (Source: CARE Report). We are also one of the largest premix players in India, offering customised vitamin and mineral premixes to leading Indian and multinational FMCG companies. It is also one of the largest licensed suppliers of Micronutrient Powders (MNPs) under UN programmes, supporting global food fortification and public health initiatives (Source: CARE Report). Our product portfolio addresses a broad spectrum of nutritional aspects such as fortification of foods, therapeutic nutrition, clinical nutrition and alleviation of malnutrition. We are a fully 421integrated company engaged across the value entire chain, right from research and product development to manufacturing and marketing, with a focus on quality. Key Operational and Financial Metrics (₹ in million expect otherwise specified) Financial Metrics As at and for the year ended March 31, 2025 March 31, 2024 March 31, 2023 Revenue From operations (₹ in 3,249.29 2,977.31 2,785.01 Million)(b) Total revenue (₹ in Million) 3,312.87 3,046.21 2,816.46 EBITDA (₹ in Million)(c) 400.72 248.77 171.74 EBITDA Margin (%)(d) 12.33% 8.36% 6.17% Profit after tax (₹ in Million) 243.77 122.14 58.24 PAT Margin (%)(e) 7.36% 4.01% 2.07% Return on Equity (ROE) (%)(f) 10.47% 7.21% 3.50% Debt To Equity Ratio(g) 0.14 0.21 0.32 Interest Coverage Ratio(h) 9.54 5.70 3.82 Return on Capital Employed 17.06% 11.12% 5.94% (ROCE) (%)(i) Current Ratio(j) 3.49 2.98 1.93 Net Working Capital Turnover 2.48 2.51 2.59 Ratio(k) Capacity Utilization (%)(l) 30.03% 29.53% 31.07% Number of customers served(m) 456 491 462 Number of repeated customers(n) 294 284 246 Revenue from top 10 customers(o) 1490.49 1453.69 1271.29 Branded nutrition 920.94 710.65 626.99 products (B2C Segment segment) wise Premix formulations 1,546.95 1,333.13 1,527.99 Revenue (B2B2C segment) RUFs/ MNPs (ESG 778.44 930.74 627.83 segment) Notes: a) As certified by Statutory Auditors of our Company by way of certificate dated September 23, 2025. The Audit committee in its resolution dated September 23, 2025 has confirmed that the Company has not disclosed any KPIs to any investors at any point of time during the three years preceding the date of this Draft Red Herring Prospectus other than as disclosed in this section. b) Revenue from Operations means the Revenue from Operations as appearing in the Restated Consolidated Financial Statements. c) EBITDA refers to earnings before interest, taxes, depreciation, amortization and gain or loss from discontinued operations. EBITDA excludes other income but includes reversal of provision of doubtful debts. d) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during that period. e) PAT Margin quantifies our efficiency in generating profits from our revenue and is calculated by dividing our net profit after taxes but before other comprehensive income by our total revenue. f) Return on equity (RoE) is equal to profit after tax excluding preference dividend for the year divided by the average shareholders’ equity as on reporting date and is expressed as a percentage. g) Debt to equity ratio is calculated by dividing the total debt by shareholders’ equity. h) Interest Coverage Ratio measures our ability to make interest payments from available earnings and is calculated by dividing EBIT by interest cost payment. i) RoCE (Return on Capital Employed) (%) is calculated as profit before tax plus finance costs divided by total equity plus non-current liabilities and current liabilities. j) Current Ratio is a liquidity ratio that measures our ability to pay short-term obligations (those which are due within one year) and is calculated by dividing the current assets by current liabilities. k) Net Working Capital Turnover Ratio quantifies our effectiveness in utilizing our working capital and is calculated by dividing our revenue from operations by our working capital (i.e., current assets less current liabilities). l) Capacity Utilisation (%) is the percentage of installed production capacity actually used during the period. m) Number of Customers Served indicates the total customers reached through the company’s products or services in the period. n) Number of repeated customers represents customers who have made repeat purchases during the reporting period, indicating recurring business. o) Revenue generated from Top 10 customers of the company on consolidated basis. FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION 422Our business, results of operations and financial condition are affected by a number of factors, some of which are beyond our control. This section sets out certain key factors that we believe have affected our business, results of operations and financial condition in the past or which we expect will affect our business, results of operations or financial condition in the future. For a detailed discussion of certain factors that may adversely affect our business, results of operations and financial conditions, see “Risk factors” beginning on page 38. Cost and availability of raw materials. We are focused on holistic nutritional products like branded nutrition products (B2C), premix formulation (B2B2C), ready to use foods and micro nutrient powder with in-house manufacturing and research and development. Some of the raw materials we require for production of our products includes but are not limited to Vitamin D2 40 MIU/GM pure crystals, Vitamin A Palmitate 1.7 MIU/gm, Folic Acid (Vitamin B9) Halal, Thiamine Mononitrate Halal, Palmolein oil and whey protein hydroslate (WPH). During the Fiscals 2025, 2024 and 2023, the cost of materials consumed, purchase of stock-in-trade and changes in inventories of finished goods and stock-in-progress aggregated to ₹ 1,805.29 million, ₹ 1,799.04 million and ₹ 1,681.56 million respectively and accounted for 54.51 %, 59.06% and 59.70% of our total income, respectively. The availability and price of raw materials is subject to a number of factors beyond our control including overall climatic and economic conditions, production levels, supply demand and competition for such materials, production and transportation cost, taxes and duties, international relations between India and nations from which we source raw materials, labour costs, labour unrest and natural disasters. Interruption, or a prolonged shortage, in the supply of raw materials may result in our inability to operate our production facilities at optimal or required capacities, leading to a decline in production and sales. In addition, while competition for procuring raw material may result in an increase in raw material prices, our ability to pass on such increases in overall operational costs may be limited. Furthermore, any increase in the cost of raw materials which results in an increase in prices of our products, may reduce demand for our products and thereby affect our margins and profitability. Additionally, considering the shelf life of some of our raw materials, we are required to procure and warehouse such raw materials. However, if such warehoused raw materials get spoilt, and if we are unable to procure the required quantities in time, it will affect production levels, consequently impacting our results of operations and financial conditions. Product mix Our revenue and profit margins vary depending on our product mix. Our product offerings include a wide variety of products categorised under our 3 (three) segments i.e., branded nutrition products, premix formulations and ESG segment. The success of our business depends upon our ability to identify emerging market trends and offer differentiated product offerings to our customers. If we are unable to correctly identify market trends or if we are unable to increase production to the required levels, we may lose ground to our competitors, which could adversely affect our financial condition. As we continue to increase our focus on growing our business in India and globally, we expect the relative proportion of revenue contribution from sales of our high margin products to increase in the future. While we believe that we are well placed to capitalize on the growing consumer demand for health and wellness nutrition, if we are unable to maintain and/or expand our premium product range, in keeping with market trends and demands, we may lose market share to our competitors and that may adversely impact our results of operations. Operating costs and efficiencies Given the nature of our business, operating costs and efficiencies are critical to maintaining our competitiveness and profitability. Our profitability is partially dependent on our ability to spread fixed production costs over higher production volumes. We continually undertake efforts to reduce our costs, such as negotiating volume discounts, outsourcing non-critical processes like blending of lower margin premix formulations and rationalising our labour. Our ability to reduce our operating costs in line with customer demand is subject to risks and uncertainties, as our costs depend, in part, on external factors beyond our control. We also incur certain costs in order to ensure that the products that we supply to our customers are of high quality. Such costs relate to matters such as capital expenditure, testing and validation, systems deployment and rejection and re-working of products. Quality control is critical to our operations and a failure to adhere and maintain, our stringent quality standards, could result in us incurring significant liability. 423Capacity Utilization Our capacity utilization is dependent upon our ability to optimally manage our manufacturing facilities, which are subject to various operating risks, including those beyond our control, such as the breakdown and failure of equipment or industrial accidents, severe weather conditions and natural disasters. We have been working towards optimum capacity utilization and increasing operational efficiencies for our business. Further, we continuously strive to attain cost efficiency, enhanced productivity and product excellence through technological innovation and optimum deployment of resources. Strengthening internal processes, work flow and optimizing manpower utilization through multi-skills training are the key focus areas for us. For instance, our installed production capacity per month in two shift operation for premix including dry and oil premix, clinical nutrition and RUF/MNP are 877.50 MT, 110 MT and 739.65 MT, respectively at consolidated level. Our capacity utilisation in financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 is set out below. Sr. Financial Description Dry Liquid MNP RUF Clinical No Year premix Premix (1 gm & 8 Nutrition gm) Installed capacity per month in Two shift 835.00 42.50 59.65 680.00 110.00 FY 2024- operation (MT) 1 2025 Actual Production (MT) 259.20 7.96 5.99 193.88 51.71 Capacity utilisation (%) 31.04 18.72 10.04 28.51 47.01 Installed capacity per month in Two shift 835.00 42.50 59.65 680.00 110.00 FY 2023- operation (MT) 2 2024 Actual Production (MT) 193.75 7.59 3.40 267.01 38.34 Capacity utilisation (%) 23.20 17.87 5.70 39.27 34.85 Installed capacity per month in Two shift 835.00 42.50 59.65 340.00 110.00 FY 2022- operation (MT) 3 2023 Actual Production (MT) 191.82 6.96 14.15 184.33 33.67 Capacity utilisation (%) 22.97 16.37 23.72 54.21 30.60 Any significant malfunction or breakdown of our machinery may entail repair and maintenance costs and cause delays in our operations. If we are unable to repair malfunctioning machinery in a timely manner or at all, our facilities may not be able to operate at desired utilization levels or our operations may be suspended until we procure machinery to replace the same. Moreover, 18 employees are affiliated with trade unions and any disruptions in work due to disputes with our work force could have a significant impact on our results of operation and financial condition. Competition International and domestic competition may adversely affect our business and results of operations. Some of our competitors may have greater financial, technical and managerial resources, greater access to raw materials and customers, better know-how and superior manufacturing facilities than we have. We are a pure-play research- oriented nutrition company and the only company that offers products across fortification, therapeutic and clinical nutrition products under one roof. We do not have a direct comparable, however, we do face competition from various domestic and multi-national companies across our Branded Nutrition Products (B2C) and Premix Formulations (B2B2C). Our competition is summarized below: Clinical Nutrition and Abbott Healthcare Pvt Ltd., Modi Mundipharma Private Limited, Zydus Wellness Wellness Nutrition Segment Limited, Nestle India Limited Premix Segment Firmenich Aromatics Production (India) Private Limited, Sudeep Nutrition Private Limited, P D Navkar Bio-Chem Private Limited, AQC Chem Lab Private Limited, Stern Ingredients India Private Limited, Nagase India Private Limited, Glanbia Performance Nutrition (India) Private Limited ESG RUTF/RUSF Segment Nutrivita Foods Private Limited, Compact India Limited, Soma Nutrition Labs Private Limited, Nuflower Foods and Nutrition Private Limited, Nutriset SAS 424Brand reputation and goodwill We believe that our brand plays a role in the success of our business and sustains customer loyalty. The ability to differentiate our brand and products from that of our competitors through our promotional, marketing and advertising initiatives is an important factor in attracting customers. There can be no assurance that our brand name will not be adversely affected in the future by actions that are beyond our control including customer complaints or adverse publicity from any other source in India and abroad. Any damage to our brand name, if not immediately and sufficiently remedied, could have an adverse effect on our reputation, competitive position in India and abroad, business, financial condition, results of operations and cash flows. Any negative publicity, including as a result of adverse claims or public and/or defamatory statements relating to our food quality and/or service in any of our businesses would materially and adversely affect our brand, our reputation and our corporate image, or otherwise affect our ability to conduct our business in the ordinary course. Maintaining and enhancing our brand image may also require us to undertake significant expenditures and make investments in areas such as innovation in our offerings, advertising and marketing, through media and other channels of publicity, and towards employee development and training. If our initiatives in any of these areas are not effectively implemented or our products fail to find acceptance with our existing and potential customers resulting in loss of customer confidence in our brand for any reason, our ability to attract and retain customers could be adversely affected. SIGNIFICANT ACCOUNTING POLICIES The notes to our Restated Consolidated Financial Information included those discussed in the section titled “Restated Consolidated Financial Information” on page 337 contain a summary of our significant accounting policies. PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS Income Our total revenue comprises of Revenue from operations and Other income. Revenue from operations Revenue from operations includes sale of a wide variety of products under our 3 segments i.e., branded nutrition products, premix formulations, and RUFs and MNPs. Our revenue is generated through domestic sales in India and exports. Other Income Other income primarily comprises of interest income, applicable net gain/ (loss) on foreign exchange, profit on sale of investments, fair value of investments through P&L and miscellaneous income which comprises of insurance claim received, interest on Electricity Board deposit, scrap sales and sundry balance written back. Expenses Our expenses primarily comprise of cost of material consumed, purchase of stock-in-trade, changes in inventories of finished goods and work-in-progress, employee benefit expenses, finance costs, depreciation and amortisation expense and other expenses. Cost of Materials Consumed Cost of materials consumed comprises of difference in closing balance vis-a-vis opening balance of raw material Purchase of raw material and packing costs. 425Purchase of stock-in-trade The purchase of stock-in-trade comprises of purchase of primarily the Raw Material without any processing. Changes in inventories of finished goods and work-in-progress Changes in inventories of finished goods, work-in-progress comprises of difference in closing balance vis-à-vis opening balance of finished goods and stock-in-trade. Employee benefit expense Employee benefit expenses comprises of salaries, wages and allowances, contribution towards provident fund and ESIC, gratuity and leave encashment, employee stock option scheme (ESOP), employee welfare, training and other amenities, employees food and beverage expenses. Finance costs Finance cost consists of interest on term loan, interest on working capital loan, lease obligation and other financial charges such as LC opening charges, foreign bank collection charges on customer collection, Working capital renewal charges etc. Depreciation and Amortization Expense Depreciation and amortization expense consists of depreciation on property, plant and equipment, plant and equipment at R&D facilities. Further it also consists of amortisation of right to use assets and amortisation of intangible assets. Other Expenses Our other expenses primarily comprises (A) manufacturing expenses which includes stores and spares consumed, power and fuel, repair to building, repairs to plant and machinery, repairs and maintenance – other, security charges, labour charges, testing analysis charges and other factory expenses (B) administrative and general overheads which majorly includes travelling expenses, legal and professional expenses, consultancy charges, insurance, rent, rates & taxes, vehicle expenses and other general administrative overheads and ( C ) selling and distribution overhead which majorly includes freight and forwarding expenses, sales promotion advertising and membership expenses, brokerage & commission and other sales overheads. Tax expenses Tax expense comprises of current tax, deferred tax and tax for earlier years. Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with applicable tax rates and the provisions of applicable tax laws. Deferred tax liability is recognized based on the difference between taxable profit and book profit due to the effect of timing differences. RESULTS OF OPERATIONS The following table provides certain information with respect to our results of operations for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 from our Restated Consolidated Financial Information and each item as a percentage of total income for the periods indicated. Particulars For the year ended on March 31, % of March 31, % of March 31, % of Total 2025 Total 2024 Total 2023 Income Income Income Revenue from operation 3,249.29 98.08 2,977.31 97.74 2,785.01 98.88 Other income 63.58 1.92 68.90 2.26 31.45 1.12 Total Income 3,312.87 100.00 3,046.21 100.00 2,816.46 100.00 426Particulars For the year ended on March 31, % of March 31, % of March 31, % of Total 2025 Total 2024 Total 2023 Income Income Income Cost of material 1,580.03 47.69 1,378.99 45.27 1,813.85 64.40 Consumed Purchases of Stock-in- 74.48 2.25 334.34 10.98 81.65 2.90 Trade Changes in inventories of Finished Goods and 150.78 4.55 85.71 2.81 (213.94) (7.60) work -in- progress Employee Benefits 419.07 12.65 396.91 13.03 411.46 14.61 Expenses Finance Cost 39.46 1.19 41.47 1.36 33.44 1.19 Depreciation and 87.68 2.65 81.18 2.66 75.51 2.68 Amortisation Cost Other Expenses 616.26 18.60 536.22 17.60 468.23 16.62 Total Expenses 2,967.76 89.58 2,854.82 93.72 2,670.20 94.81 Profit Before Exceptional Items and 345.11 10.42 191.39 6.28 146.26 5.19 Tax Loss / (Profit) on Sale of (0.81) (0.02) 0.17 0.01 0.23 0.01 Plant and Equipment Provision/(Reversal) for 8.76 0.26 (3.80) (0.12) 15.86 0.56 doubtful debts IPO Related Expenses 0.00 0.00 0.00 0.00 35.93 1.28 Profit Before Tax 337.16 10.18 195.02 6.40 94.24 3.35 Tax Expenses 93.39 2.82 72.88 2.39 36.00 1.28 Current Tax 96.05 2.90 71.79 2.36 44.56 1.58 Deferred Tax (2.66) (0.08) 1.09 0.04 (8.56) (0.30) Expense/(Credit) Profit (Loss) for the 243.77 7.36 122.14 4.01 58.24 2.07 Year FISCAL 2025 COMPARED TO FISCAL 2024 Total Income Our total income increased by 8.75% from ₹ 3,046.21 million in Fiscal 2024 to ₹ 3,312.87 million in Fiscal 2025, primarily due to an increase in our revenue from operations. Revenue from operations Our Revenue from operations increased by 9.14% from ₹ 2,977.31 million in Fiscal 2024 to ₹ 3,249.29 million in Fiscal 2025. This growth was primarily attributable to the following factors: (i) An increase in domestic sale of products by 14.58% from ₹ 1,096.46 million in Fiscal 2024 to ₹ 1,256.28 million in Fiscal 2025 primarily due to improved demand in the domestic market driven by enhanced brand visibility, deeper market penetration, expansion in distribution channels and increase in reach through e-commerce platforms; (ii) An increase in export sale of products by 5.96% from ₹ 1,878.06 million in Fiscal 2024 to ₹ 1,990.06 million in Fiscal 2025 primarily on account of sustained demand from our international customers and continued focus on strengthening our global presence; and (iii) An increase in Export Benefits and Other Incentives from ₹ 2.79 million in Fiscal 2024 to ₹ 2.95 million in Fiscal 2025 primarily as a result of higher export turnover during the year, making us eligible for increased benefits under applicable government incentive schemes. 427Other income Our other income decreased by 7.72% from ₹ 68.90 million in Fiscal 2024 to ₹ 63.58 million in Fiscal 2025, primarily due to decrease in interest income from ₹ 7.25 million in Fiscal 2024 to ₹ 4.79 million in Fiscal 2025 primarily due to lower surplus funds kept in fixed deposits, consequent to deployment of funds towards operational and business requirements, decrease in miscellaneous income from ₹ 15.95 million in Fiscal 2024 to ₹ 12.09 million in Fiscal 2025 on account of reduced non-recurring income streams and decrease in Applicable Net Gain/(Loss) on Foreign Exchange from ₹ 29.96 million in Fiscal 2024 to ₹ 21.31 million in Fiscal 2025 due to reduced volatility in currency exchange rates and lesser favorable movement in exchange rates. These declines were partially offset by an increase in profit on sale of investments, which increased by ₹ 9.70 million in Fiscal 2025, due to optimized timing of liquidation of short-term investments in mutual funds and other marketable securities. Cost of material consumed The cost of material consumed increased by 14.58% from ₹ 1,378.99 million in Fiscal 2024 to ₹ 1,580.03 million in Fiscal 2025, and as a percentage of total income, it increased from 45.27% to 47.69%. This increase was primarily attributable to change in product mix, increase in input prices of certain key ingredients and an adverse currency movements which led to an overall increase in cost of material consumption as a percentage of total income. Purchases of stock-in-trade Purchases of stock-in-trade decreased significantly by 77.72% from ₹ 334.34 million in Fiscal 2024 to ₹ 74.48 million in Fiscal 2025, and as a percentage of total income, declined from 10.98% to 2.25%. This decrease was primarily due to reduction in high sea sales and purchase of raw material products and rationalization of low- margin traded product portfolio. Changes in inventories of Finished Goods and work -in- progress Changes in inventories of finished goods and work-in-progress increased from ₹ 85.71 million in Fiscal 2024 to ₹ 150.78 million in Fiscal 2025, and as a percentage of total income, from 2.81% to 4.55%. This represents a reduction in inventory levels of finished goods and work in progress on account of execution of higher dispatches & order fulfilment and optimised inventory management. Employee Benefits Expenses Employee benefit expenses increased by 5.58% from ₹ 396.91 million in Fiscal 2024 to ₹ 419.07 million in Fiscal 2025. The increase was primarily due to higher salaries, wages, and allowances, which rose from ₹ 362.02 million in Fiscal 2024 to ₹ 384.82 million in Fiscal 2025, on account of annual salary revisions, performance-based incentives, and an increase in headcount to support business expansion. Contributions towards Provident Fund and ESIC also increased from ₹ 11.47 million in Fiscal 2024 to ₹ 12.15 million in Fiscal 2025, in line with the rise in overall compensation costs. Gratuity expenses increased marginally from ₹ 10.34 million in Fiscal 2024 to ₹ 10.86 million in Fiscal 2025, reflecting actuarial valuation adjustments. Further, there was a reversal of provision for leave encashment amounting to ₹ 0.86 million in Fiscal 2025 as compared to an expense of ₹3.65 million in Fiscal 2024, this was due to lower encashment claims, as the exit of high-value employees resulted in a reduced actuarial valuation for leave encashment. Additionally, expenses related to employee welfare, training, and other amenities, including food and beverages increased, reflecting the Company’s continued focus on employee engagement and workplace benefits. Finance Cost Finance cost decreased marginally by 4.86% from ₹ 41.47 million in Fiscal 2024 to ₹ 39.46 million in Fiscal 2025. This reduction was primarily due to a decrease in interest on working capital borrowings, which declined from ₹ 18.68 million in Fiscal 2024 to ₹ 14.86 million in Fiscal 2025, as a result of better working capital management and lower average utilization of credit limits. Interest on term loans increased from ₹ 8.51 million in Fiscal 2024 to ₹ 10.73 million in Fiscal 2025, reflecting drawdown of additional long-term borrowings during the year. Interest 428on lease obligations remained relatively stable, decreasing slightly from ₹ 1.78 million in Fiscal 2024 to ₹ 1.72 million in Fiscal 2025. Other financial charges decreased marginally from ₹ 12.50 million in Fiscal 2024 to ₹ 12.15 million in Fiscal 2025, in line with lower bank and processing charges. The overall decline in finance costs is reflective of improved capital efficiency and disciplined financial management. Depreciation and Amortisation Cost Depreciation and amortisation expense increased by 8.01% from ₹ 81.18 million in Fiscal 2024 to ₹ 87.68 million in Fiscal 2025. This increase was primarily driven by a higher depreciation charge on property, plant, and equipment, which rose from ₹ 77.86 million in Fiscal 2024 to ₹ 86.07 million in Fiscal 2024, due to capitalisation of new assets during the year in connection with capacity expansion and upgradation of manufacturing facilities. Amortisation of right-of-use assets decreased from ₹ 2.70 million in Fiscal 2024 to ₹ 1.24 million in Fiscal 2025. Amortisation of intangible assets decreased marginally from ₹ 0.62 million in Fiscal 2024 to ₹ 0.37 million in Fiscal 2025, owing to reduced carrying value of intangible assets. The overall increase in depreciation expense reflects continued investment in infrastructure to support operational growth. Other Expenses Other expenses increased by 14.93% from ₹ 536.22 million in Fiscal 2024 to ₹ 616.26 million in Fiscal 2025, primarily due to an increase across manufacturing, administrative and selling & distribution cost components in line with expanded operations. Manufacturing expenses increased from ₹ 147.72 million in Fiscal 2024 to ₹ 153.83 million in Fiscal 2025, primarily on account of higher power and fuel expenses, which rose from ₹ 31.40 million in Fiscal 2024 to ₹ 35.85 million in Fiscal 2025, due to increased production activity. Labour charges also increased from ₹ 55.64 million in Fiscal 2024 to ₹ 64.42 million in Fiscal 2025, reflecting higher manpower deployment and wage adjustments in line with the scale of operations. Additionally, there was an increase in repairs and maintenance costs and other factory-related overheads, driven by routine upkeep and operational expansion. Administrative and general expenses increased from ₹ 192.46 million in Fiscal 2024 to ₹ 211.58 million in Fiscal 2025, primarily due to a rise in consultancy charges, which grew from ₹ 32.86 million in Fiscal 2024 to ₹ 54.31 million in Fiscal 2025, owing to higher engagement of professional advisors and strategic consultants during the year. Travelling and conveyance expenses also increased from ₹ 44.25 million in Fiscal 2024 to ₹ 50.77 million in Fiscal 2025, in line with expanded business operations and greater employee mobility. The overall increase was further supported by higher electricity charges, increased spending on software, IT maintenance, and other general administrative expenses. Selling and distribution expenses increased from ₹ 196.04 million in Fiscal 2024 to ₹250.85 million in Fiscal 2025, primarily due to a rise in freight and forwarding charges from ₹ 83.16 million in Fiscal 2024 to ₹110.00 million in Fiscal 2025, reflecting higher sales volumes and increased dispatches. Expenditure on sales promotion, advertising, and brand visibility also rose from ₹50.12 million in Fiscal 2024 to ₹65.44 million in Fiscal 2025, in line with the Company’s continued focus on market expansion and brand-building initiatives. Additionally, brokerage and commission expenses increased from ₹38.14 million in Fiscal 2024 to ₹45.03 million in Fiscal 2025, corresponding with broader distribution reach and growth in sales turnover. Profit Before Exceptional Items and Tax Profit before exceptional items and tax increased by ₹ 153.72 million, or 80.32%, from ₹ 191.39 million in Fiscal 2024 to ₹ 345.11 million in Fiscal 2025. This was mainly due to higher revenue and controlled expenses. Profit Before Tax The exceptional items for Fiscal 2025 was ₹ 7.95 million as against ₹ (3.63) million in Fiscal 2024. As a result the PBT for Fiscal 2025 reduced to ₹ 337.16 million and increased to ₹ 195.02 million in Fiscal 2024. Tax Expense Total tax expense increased by ₹20.51 million, or 28.14%, from ₹ 72.88 million in Fiscal 2024 to ₹93.39 million 429in Fiscal 2025. The increase was due to an increase in current tax by ₹ 24.26 million. Profit (Loss) for the Year For the various reasons discussed above, profit for the year increased by ₹ 121.63 million, or 99.58%, from ₹122.14 million in Fiscal 2024 to ₹243.77 million in Fiscal 2025. Profit after tax as a percentage of total income stood at 7.36% for Fiscal 2025, compared to 4.01% for Fiscal 2024. The increase in PAT margin can be attributed to the growth in business operations, while fixed costs remained constant. FISCAL 2024 COMPARED TO FISCAL 2023 Total Income Our total income increased by 8.16% from ₹ 2,816.46 million in Fiscal 2023 to ₹ 3,046.21 million in Fiscal 2024, due to an increase in our Revenue from operations and Other income. Revenue from operations Our Revenue from operations increased by 6.90% from ₹ 2,785.01 million in Fiscal 2023 to ₹ 2,977.31 million in Fiscal 2024. This growth was primarily attributable to the following factors: (i) Decrease in domestic sale of products by 9.05% from ₹ 1,005.44 million in Fiscal 2023 to ₹ 1,096.46 million in Fiscal 2024 primarily due to sluggish market demand; (ii) An increase in export sale of products by 5.67% from ₹ 1,777.37 million in Fiscal 2023 to ₹ 1,878.06 million in Fiscal 2024 primarily on account of expansion into new international markets and increased demand from existing overseas customers; and (iii) An increase in Export Benefits and Other Incentives from ₹ 2.20 million in Fiscal 2023 to ₹ 2.79 million in Fiscal 2024 primarily as a result of higher export turnover during the year, making us eligible for increased benefits under applicable government incentive schemes. Other income Our other income increased by 119.08 % from ₹ 31.45 million in Fiscal 2023 to ₹ 68.90 million in Fiscal 2024, primarily due to increase in interest income from ₹ 4.91 million in Fiscal 2023 to ₹ 7.25 million in Fiscal 2024 primarily due to higher surplus funds , increase in miscellaneous income from ₹ 4.72 million in Fiscal 2023 to ₹ 15.95 million in Fiscal 2024 on account of increased non-recurring income streams, increase in Applicable Net Gain/(Loss) on Foreign Exchange from ₹ 12.52 million in Fiscal 2023 to ₹ 29.96 million in Fiscal 2024 due to favorable movement in exchange rates, increase in profit on sale of investments, which increased by ₹ 1.80 million in Fiscal 2024, due to optimized timing of liquidation of short-term investments in mutual funds and other marketable securities and increase in Fair Value of Investments Through P&L by ₹ 4.64 million in Fiscal 2024. Cost of material consumed The cost of material consumed decreased by 23.97% from ₹ 1,813.85 million in Fiscal 2023 to ₹ 1,378.99 million in Fiscal 2024, and as a percentage of total income, it decreased from 64.40% to 45.27%. This decrease was primarily attributable to change in product mix and decrease in purchase as a result of higher inventory at closing of Fiscal FY 2023. Purchases of stock-in-trade Purchases of stock-in-trade increased significantly by 309.48% from ₹ 81.65 million in Fiscal 2023 to ₹ 334.34 million in Fiscal 2024, and as a percentage of total income, increased from 2.90% to 10.98%. This increase was primarily due to procurement directly done on high seas basis for better margins. Changes in inventories of Finished Goods and work -in- progress Changes in inventories of finished goods and work-in-progress increased from ₹ (213.94) million in Fiscal 2023 430to ₹ 85.71 million in Fiscal 2024, and as a percentage of total income, from (7.60) % to 2.81%. This represents a significant reduction in inventory levels on account of execution of higher dispatches & order fulfilment and optimised inventory management in Fiscal 2024. Employee Benefits Expenses Employee benefit expenses decreased by 3.54% from ₹ 411.46 million in Fiscal 2023 to ₹ 396.91 million in Fiscal 2024. The decrease was primarily due to decrease in salaries, wages, and allowances, which decreased from ₹ 373.40 million in Fiscal 2023 to ₹ 362.02 million in Fiscal 2024, on account of decrease in headcount. Contributions towards Provident Fund and ESIC also decreased from ₹ 13.37 million in Fiscal 2023 to ₹11.47 million in Fiscal 2024, in line with the decrease in salary expenses. Gratuity expenses increased marginally from ₹ 9.45 million in Fiscal 2023 to ₹ 10.34 million in Fiscal 2024, reflecting actuarial valuation adjustments. Further, leave encashment increased marginally from ₹ 3.14 million in Fiscal 2023 to an expense of ₹3.65 million in Fiscal 2024, due to increased encashment claims. Additionally, expenses related to employee welfare, training, and other amenities, including food and beverages, decreased, due to cost optimization measures undertaken by the Company. Finance Cost Finance cost increased by 24.01% from ₹ 33.44 million in Fiscal 2023 to ₹ 41.47 million in Fiscal 2024. This was primarily due to a increase in interest on working capital borrowings, which increased from ₹ 15.15 million in Fiscal 2023 to ₹ 18.68 million in Fiscal 2024, as a result of higher working capital and average utilization of credit limits. Interest on term loans increased from ₹ 4.78 million in Fiscal 2023 to ₹8.51 million in Fiscal 2024, reflecting drawdown of additional long-term borrowings during the year. Interest on lease obligations remained relatively stable, increasing slightly from ₹ 1.73 million in Fiscal 2023 to ₹ 1.78 million in Fiscal 2024. Other financial charges increased marginally from ₹ 11.78 million in Fiscal 2023 to ₹ 12.50 million in Fiscal 2024, in line with higher bank and processing charges. Depreciation and Amortisation Cost Depreciation and amortisation expense increased by 7.51% from ₹ 75.51 million in Fiscal 2023 to ₹ 81.18 million in Fiscal 2024. This increase was primarily driven by a higher depreciation charge on property, plant, and equipment, which rose from ₹ 72.99 million in Fiscal 2023 to ₹ 77.86 million in Fiscal 2024, due to capitalisation of new assets during the year in connection with capacity expansion and upgradation of manufacturing facilities. Amortisation of right-of-use assets increased from ₹ 1.93 million in Fiscal 2023 to ₹ 2.70 million in Fiscal 2024, primarily due to additions in right-of-use assets. Amortisation of intangible assets increased marginally from ₹ 0.59 million to ₹ 0.62 million, owing to increased carrying value of intangible assets. The overall increase in depreciation expense reflects continued investment in infrastructure to support operational growth. Other Expenses Other expenses increased by 14.52% from ₹ 468.23 million in Fiscal 2023 to ₹ 536.22 million in Fiscal 2024, primarily due to an increase across manufacturing, administrative and selling & distribution cost components in line with expanded operations. Manufacturing expenses increased from ₹ 131.32 million in Fiscal 2023 to ₹ 147.72 million in Fiscal 2024, primarily on account of higher power and fuel expenses, which rose from ₹ 26.17 million to ₹ 31.40 million, due to increased production activity. Additionally, there was an increase in Repairs to Plant and Machinery by ₹ 7.05 million and an increase of ₹ 8.84 million in Testing & Analysis charges. Other factory-related overheads also increased, driven by routine upkeep and operational expansion. Administrative and general expenses increased from ₹ 157.09 million in Fiscal 2023 to ₹ 192.46 million in Fiscal 2024, primarily due to a rise in consultancy charges, which grew from ₹ 16.17 million in Fiscal 2023 to ₹ 32.86 million in Fiscal 2024, owing to higher engagement of professional advisors and strategic consultants during the year. Legal & professional charges also increased from ₹ 19.39 million in Fiscal 2023 to ₹ 29.33 million in Fiscal 2024, in line with expanded business operations. The overall increase was further supported by increased spending on software, IT maintenance, increase in Bad debts and other general administrative expenses. 431Selling & distribution expenses increased from ₹ 179.82 million in Fiscal 2023 to ₹ 196.04 million in Fiscal 2024, primarily due to a rise in sales promotion, advertising expenses & membership fees from ₹ 34.76 million in Fiscal 2023 to ₹ 50.12 million in Fiscal 2024, reflecting the Company’s continued focus on market expansion and brand- building initiatives. Additionally, brokerage and commission expenses increased from ₹ 24.19 million in Fiscal 2023 to ₹ 38.14 million in Fiscal 2024, corresponding with broader distribution reach and growth in sales turnover. Profit Before Exceptional Items and Tax Profit before exceptional items and tax increased by ₹ 45.13 million, or 30.86%, from ₹146.26 million in Fiscal 2023 to ₹191.39 million in Fiscal 2024. This was mainly due to higher revenue and controlled expenses. Profit Before Tax The exceptional items for Fiscal 2024 was ₹ (3.63) million as against ₹ 52.02 million in Fiscal 2023. As a result the PBT for Fiscal 2023 reduced to ₹ 94.24 million in Fiscal 2023 and increased to ₹ 195.02 million in Fiscal 2024. Tax Expense Total tax expense increased by ₹ 36.88 million, or 102.44%, from ₹ 36.00 million in Fiscal 2023 to ₹72.88 million in Fiscal 2024. The increase was due to an increase in current tax by ₹ 27.23 million and increase in deferred tax expense/(credit) by ₹ 9.65 million. Profit (Loss) for the Year For the various reasons discussed above, profit for the year increased by ₹ 63.90 million, or 109.72%, from ₹58.24 million in Fiscal 2023 to ₹122.14 million in Fiscal 2024. Profit after tax as a percentage of total income stood at 4.01% for Fiscal 2024, compared to 2.07% for Fiscal 2023. The increase in PAT margin can be attributed to the growth in business operations, while fixed costs remained constant. Cash Flows The following table sets forth certain information relating to our cash flows under Ind AS for the Fiscal 2025, Fiscal 2024 and Fiscal 2023: Particulars For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Net Cash from Operating Activities 377.94 233.80 (0.01) Net Cash from Investing Activities (226.85) 37.13 (187.04) Net Cash used in Financing Activities (192.39) (191.27) 69.86 Net increase/ (decrease) in cash and (41.30) 79.66 (117.19) cash equivalents Cash and Cash Equivalents at the 193.53 113.87 231.06 beginning of the period Cash and Cash Equivalents at the end of 152.23 193.53 113.87 the period Net cash generated from operating activities Net cash generated from operating activities in the Fiscal 2025 was ₹ 377.94 million and our profit before tax that period was ₹ 337.16 million. The difference was primarily attributable to Depreciation of ₹ 87.68 million, Interest Income of ₹(4.79) million, Interest paid of ₹ 39.46 million, Remeasurement of post employment benefit obligation of ₹ (0.80) million, Provision/(Reversal) for doubtful debts of ₹ (8.76) million, Provision for Bad Debts and Expected Credit Loss (ECL) of ₹(2.51) million, Loss/(Gain) on Sale of Property, Plant and Equipment's of ₹ (0.81) million and thereafter change in working capital of ₹ 39.97 million respectively, resulting in gross cash generated from operations at ₹ 470.77 million. We have income tax paid of ₹ 92.83 million. 432Net cash generated from operating activities in the Fiscal 2024 was ₹ 233.80 million and our profit before tax that period was ₹ 195.02 million. The difference was primarily attributable to Depreciation of ₹ 81.18 million, Interest Income of ₹(7.25) million, Interest paid of ₹ 41.47 million, Remeasurement of post employment benefit obligation of ₹ 3.10 million, Provision/(Reversal) for doubtful debts of ₹ 3.80 million, Provision for Bad Debts and Expected Credit Loss (ECL) of ₹1.32 million, Loss/(Gain) on Sale of Property, Plant and Equipment's of ₹ 0.17 million and thereafter change in working capital of ₹ (14.01) million respectively, resulting in gross cash generated from operations at ₹ 298.67 million. We have income tax paid of ₹ 64.87 million. Net cash generated from operating activities in the Fiscal 2023 was ₹(0.01) million and our profit before tax that period was ₹94.24 million. The difference was primarily attributable to Depreciation of ₹75.51 million, Interest Income of ₹(4.91) million, Interest paid of ₹33.44 million, Remeasurement of post employment benefit obligation of ₹ 3.63 million, Provision/(Reversal) for doubtful debts of ₹ (15.86) million, Provision for Bad Debts and Expected Credit Loss (ECL) of ₹(2.15) million, Loss/(Gain) on Sale of Property, Plant and Equipment's of ₹ 0.23 million, Employee Stock Option of ₹ 0.69 million and thereafter change in working capital of ₹ (139.70) million respectively, resulting in gross cash generated from operations at ₹ 40.79 million. We have income tax paid of ₹ 40.80 million. Net cash generated from / (used in) Investing Activities In the Fiscal 2025, our net cash used in investing activities was ₹ (226.85) million. This was primarily due to Increase in Purchases of Property, Plant and Equipment, Intangibles & Capital Work in Progress of ₹ (95.25) million, Redemption/(Investment) in current Mutual Funds of ₹ (133.83) million, Interest Income of ₹ 4.79 million, Investment in bank deposit of ₹ (2.56) million during the said year. In the Fiscal 2024, our net cash generated from investing activities was ₹ 37.13 million. This was primarily due to Increase in Purchases of Property, Plant and Equipment, Intangibles & Capital Work in Progress of ₹ (149.93) million, Redemption/(Investment) in current Mutual Funds of ₹ 117.06 million, Interest Income of ₹ 7.25 million, Investment/(Redemption) in/of bank deposit of ₹ 62.75 million during the said year. In the Fiscal 2023, our net cash used in investing activities was ₹ (187.04) million. This was primarily due to Increase in Purchases of Property, Plant and Equipment, Intangibles & Capital Work in Progress of ₹ (64.03) million, Redemption/(Investment) in current Mutual Funds of ₹ (68.42) million, Interest Income of ₹ 4.91 million, Investment in bank deposit of ₹ (59.50) million during the said year. Net cash generated from / (used in) Financing Activities In the Fiscal 2025, our net cash used in financing activities was ₹ (192.39) million. This was primarily due to Dividend paid of ₹ (50.00) million, (Repayment)/ Proceeds from Long-Term Borrowings of ₹ (13.52) million, (Repayment)/ Proceeds from Short-Term Borrowings of ₹ (89.41) million, Interest / Finance Charges of ₹ (39.46) million during the said year. In the Fiscal 2024, our net cash used in financing activities was ₹ (191.27) million. This was primarily due to (Repayment)/ Proceeds from Long-Term Borrowings of ₹ 47.30 million, (Repayment)/ Proceeds from Short-Term Borrowings of ₹ (197.10) million, Interest / Finance Charges of ₹ (41.47) million during the said year. In the Fiscal 2023, our net cash generated from financing activities was ₹ 69.86 million. This was primarily due to Dividend paid of ₹ (18.41) million, Proceeds from issue of Share Capital of ₹ 0.13 million, Share Premium Account of ₹ 2.47 million, (Repayment)/ Proceeds from Long-Term Borrowings of ₹ 4.52 million, (Repayment)/ Proceeds from Short-Term Borrowings of ₹ 114.59 million, Interest / Finance Charges of ₹ (33.44) million during the said year. LIQUIDITY AND CAPITAL RESOURCES We fund our operations primarily with cash flow from operating activities and borrowings / credit facilities from banks. Our primary use of funds has been to pay for our working capital requirements and capital expenditure and for the expansion of our manufacturing facilities. We evaluate our funding requirements regularly considering the cash flow from our operating activities and market conditions. In case our cash flows from operating activities do not generate sufficient cash flows, we may rely on other debt or equity financing activities, subject to market conditions. 433The Group held cash and cash equivalents with credit worthy banks of ₹ 152.23 million as at 31 March 2025, ₹ 193.53 million as at 31 March 2024, ₹ 113.86 million as at 31 March 2023. The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good. We have long term borrowings and long-term lease liability of ₹ 71.04 million and ₹ 19.80 million as of March 31, 2025 respectively and Short term borrowing and short term lease liability of ₹ 194.96 million and ₹ 1.48 million as of March 31, 2025 respectively as per restated consolidated financial information. CONTINGENT LIABILITIES As of period ended March 31, 2025, March 31, 2024, March 31, 2023 the estimated amount of contingent liabilities are as follows: (₹ in million) Particulars For the Year ended For the Year ended For the Year ended March 31, 2025 March 31, 2024 March 31, 2023 Contingent liabilities - - 0.24 Capital Commitments (to the extent not provided for) 6.88 29.01 40.74 Corporate Guarantee 788.50 748.00 756.29 Bank Guarantee 54.16 18.65 16.16 Statutory Dues 27.09 27.47 26.48 Total 876.63 823.13 839.91 OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or which we believe reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, operating results, liquidity, capital expenditure or capital resources. RELATED PARTY TRANSACTIONS We enter into various transactions with related parties in the ordinary course of business. For further information relating to our related party transactions, see “Restated Consolidated Financial Information-Note-39-Related Party Transactions” on page 388. RESERVATIONS, QUALIFICATIONS, ADVERSE REMARKS, EMPHASIS OF MATTERS AND OTHER MATTERS BY AUDITORS There have been no reservations/qualifications/adverse remarks/emphasis of matters highlighted by our Statutory Auditors in their audit reports on the audited financial statements as of and for the years ended March 31, 2025, 2024 and 2023 except as stated below: Period Reservations, qualifications, adverse Company’s response to Impact on the remarks or matters of emphasis reservations, financial qualifications, adverse statements and remarks or matters of financial position emphasis, including any of the Company corrective measures Financial year Hexagon Nutrition Proprietary Limited The Management is taking Not Applicable ended (Subsidiary of the Company): action for reviving of the March 31, 2025 business. Reservations: Nil Qualifications: Nil Adverse remarks: Nil Emphasis of Matters : We draw attention to Note 17 to the annual financial statements, which indicates that the company incurred a net 434Period Reservations, qualifications, adverse Company’s response to Impact on the remarks or matters of emphasis reservations, financial qualifications, adverse statements and remarks or matters of financial position emphasis, including any of the Company corrective measures profit of Rand (“R”) 32,112 during the year ended March 31, 2025 and, as of that date, the company’s total liabilities exceeded its total assets by R 7,244,638.The note states that these events or conditions, along with other matters as set forth in Note 17 to the annual financial statements, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Financial year Hexagon Nutrition Proprietary Limited The Management is taking Not Applicable ended (Subsidiary of the Company): action for reviving of the March 31, 2024 business. Reservations: Nil Qualifications: Nil Adverse remarks: Nil Emphasis of Matter : We draw attention to Note 18 to the annual financial statements, which indicates that the company incurred a net loss of R(2,252,336) during the year ended 31 March 2024 and, as of that date, the company’s total liabilities exceeded its total assets by R7,267,750.The note states that these events or conditions, along with other matters as set forth in Note 18 to the annual financial statements, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Financial year Hexagon Nutrition Proprietary Limited The Management is taking Not Applicable ended (Subsidiary of the Company ): action for reviving of the March 31, 2023 business Reservations: Nil Qualifications: Nil Adverse remarks: Nil Emphasis of Matter : We draw attention to Note 18 to the annual financial statements, which indicates that the company incurred a net loss of R(3,487,738) during the year ended 31 March 2023 and, as of that date, the company’s total liabilities exceeded its total assets by R5,024,414.The note states that these events or conditions, along with other matters as set forth in Note 18 to the annual financial statements, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. 435Companies Auditor’s Reports Order, 2020: Period CARO Report Extract of adverse observation Clause Financial year ended Clause (vii) (b) Hexagon Nutrition Limited: March 31, 2025 According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, there are no dues in respect of the statutory dues referred in foregoing paragraph (vii)(a) which have not been deposited on account of any dispute except the following: Refer the table given below. Hexagon Nutrition (Exports) Private Limited (Subsidiary of the Company ): According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, there are no dues in respect of the statutory dues referred in foregoing paragraph (vii)(a) which have not been deposited on account of any dispute except the following: Refer the table given below. Financial year ended Clause (vii) (b) Hexagon Nutrition (Exports) Private Limited (Subsidiary of the March 31, 2024 Company ): According to the information and explanations given to us and on the basis of our examination of the records of the Company, statutory dues relating to GST, Provident fund, Employees’ State Insurance, Income- tax, Duty of Customs, Cess or other statutory which have not been deposited on account of any dispute are as follows. Refer the table given below. Financial year ended Clause (vii) (b) Hexagon Nutrition (Exports) Private Limited (Subsidiary of the March 31, 2023 Company ): According to the information and explanations given to us and on the basis of our examination of the records of the Company, statutory dues relating to GST, Provident fund, Employees’ State Insurance, Income- tax, Duty of Customs, Cess or other statutory which have not been deposited on account of any dispute are as follows. Refer the table given below. For Hexagon Nutrition Limited Financial year ended March 31, 2025 Clause (vii) (b) (₹ in million) Name of Nature of Dues Amount Period to which the Forum where dispute is pending statute amount relates Customs Mis-classification and wrong Office of the Commissioner of 1.16 A.Y. 2024-25 Act claim of IGST exemption Customs, Chennai_II (Import) For Hexagon Nutrition (Exports) Private Limited (Subsidiary of the Company): Financial year ended March 31, 2025 Clause (vii) (b) (₹ in million) Sr. Name of Nature of Dues Amount Period to which the Forum where dispute is No. statute amount relates pending 1. Income Tax Reassessment u/s 147 25.00 A.Y. 2016-17 CIT Appeals Difference between 3CD 2. Income Tax 0.93 A.Y. 2020-21 Income Tax Portal and ITR 436Financial year ended March 31, 2024 Clause (vii) (b) (₹ in million) Sr. Name of Nature of Dues Amount Period to which the amount Forum where dispute is No. statute relates pending Reassessment u/s 1. Income Tax 26.48 A.Y. 2016-17 CIT Appeals 147 Financial year ended March 31, 2023 Clause (vii) (b) (₹ in million) Sr. Name of Period to which the amount Forum where dispute is Nature of Dues Amount No. statute relates pending Reassessment u/s 1. Income Tax 26.48 A.Y. 2016-17 CIT Appeals 147 CHANGE IN ACCOUNTING POLICIES Other than as disclosed in the Restated Consolidated Financial Information, there have been no changes in accounting policies in the last three Fiscals. Details of Default, if any, including therein the amount involved, duration of default and present status, in repayment of statutory dues or repayment of debentures or repayment of deposits or repayment of loans from any bank or financial institution There have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company for the Fiscal 2025, Fiscal 2024 and Fiscal 2023. Material Frauds There are no material frauds, as reported by our statutory auditor, committed against our Company, since incorporation. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Group’s board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group 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 Group’s risk management policies are established to identify and analyze the risks faced by the Group, 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 Group’s activities. The Group, 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 Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The audit committee assists 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. The Group has exposure to the following risks arising from financial instruments: a. Credit Risk; b. Liquidity Risk; and c. Market Risk 437Credit Risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers and investment securities. The carrying amounts of financial assets represent the maximum credit exposure. Trade Receivables The Group extends credit to customers in normal course of business. The Group considers factors such as credit track record in the market and past dealings for extension of credit to customers. To manage credit risk, the Group 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 Group continues regular follow up, engage with the customers, legal options / any other remedies available with the objective of recovering these outstandings. The Group is not exposed to concentration of credit risk to any one single customer since services are provided to vast spectrum. The Group also takes security deposits, advances , post dated cheques etc from its customers, which mitigate the credit risk to an extent. Investments in companies The Group has made investments in subsidiaries. The Group does not perceive any credit risk pertaining to investments made in such related entities. Cash and cash equivalents The Group held cash and cash equivalents with credit worthy banks of ₹ 152.23 million as at 31 March 2025 ₹ 193.53 million as at 31 March 2024, ₹ 113.87 million as at 31 March 2023. 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 ₹ 4.37 million as at 31 March 2025, (₹ 1.32 million) as at 31 March 2024, ₹ 2.15 million as at 31 March 2023. The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows: Particulars Amount (₹ in million) As at March 31, 2023 10.50 Impairment loss recognised (1.32) As at March 31, 2024 9.18 Impairment loss recognised 4.37 As at March 31, 2025 13.55 The Group has no other financial assets that are past due but not impaired. Liquidity Risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’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, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. 438Exposure to liquidity risk The table below summarises the maturity profile of the Group’s financial liabilities at the balance sheet date based on contractual undiscounted repayment obligations. (₹ in million) Particulars Contractual cash flows One year or less 1 - 5 years More than 5 Total years As at March 31, 2025 Non - derivative financial liabilities Borrowings 194.96 71.04 - 266.00 Trade payables 188.44 - - 188.44 Other financial liabilities 98.58 25.78 - 124.36 481.98 96.82 - 578.80 As at March 31, 2024 Non - derivative financial liabilities Borrowings 284.37 84.56 - 368.93 Trade payables 196.51 - - 196.51 Other financial liabilities 79.31 22.44 - 101.75 560.19 107.00 - 667.19 As at March 31, 2023 Non - derivative financial liabilities Borrowings 481.47 37.26 - 518.73 Trade payables 452.57 - - 452.57 Other financial liabilities 75.81 20.71 - 96.52 1,009.85 57.97 - 1,067.82 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 optimizing 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 Group’s exposure to market risk for changes in interest rates relates to fixed deposits and borrowings from banks. The interest rate profile of the Group’s interest-bearing financial instruments as reported to the management of the Group is as follows: (₹ in million) Particulars As at March 31, As at March 31, As at March 31, 2025 2024 2023 Fixed-rate instruments: Financial asset (Bank deposits) (57.93) (56.26) (113.39) 439Particulars As at March 31, As at March 31, As at March 31, 2025 2024 2023 Financial liabilities (Borrowings) - - (57.93) (56.26) (113.39) Variable-rate instruments: Financial liabilities (Borrowings) 266.00 368.93 518.73 266.00 368.93 518.73 Fair value sensitivity analysis for fixed-rate instruments The Group'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 Group’s loss before tax is affected through the impact on floating rate borrowings, as follows: Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Increase in basis points 50 basis points 50 basis points 50 basis points Effect on profit before tax (1.33) (1.84) (2.59) Decrease in basis points 50 basis points 50 basis points 50 basis points Effect on profit before tax 1.33 1.84 2.59 The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years. Foreign currency risk The Group is exposed to currency risk on account of its operating and financing activities. The functional currency of the Group 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 Group’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 Group has put in place a Financial Risk Management Policy to Identify the most effective and efficient ways of managing the currency risks. Exposure to currency risk The currency profile of financial assets and financial liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023 are as below: As at March 31, 2025 USD Euro RAND/ZAR Financial assets Advance to Staff 0.00 - - Advance to suppliers 0.00 0.06 Trade Receivables 6.27 - - Loans Given to subsidiaries 1.97 - 0.44 Net exposure for assets 8.24 0.06 0.44 Financial liabilities Advance from customers 0.14 - - Trade Payables 0.67 - - FCNR Loan - - - Net exposure for liabilities 0.81 - - Net exposure (Assets - Liabilities) 7.43 0.06 0.44 440As at March 31, 2024 USD Euro RAND/ZAR Financial assets Advance to Staff Negligible 0.00 0.00 Advance to suppliers Negligible 0.00 0.00 Trade Receivables 4.94 0.04 0.00 Loans Given to subsidiaries 1.66 0.00 1.27 Net exposure for assets 6.61 0.04 1.27 Financial liabilities Advance from customers 0.18 - - Trade Payables 0.16 - - FCNR Loan 0.60 - - Net exposure for liabilities 0.94 - - Net exposure (Assets - Liabilities) 5.67 0.04 1.27 As at March 31, 2023 USD Euro RAND/ZAR Financial assets Advance to suppliers 0.06 0.01 - Trade Receivables 6.03 0.61 - Loans Given to subsidiaries 1.49 - 1.14 Net exposure for assets 7.58 0.62 1.14 Financial liabilities Advance from customers 0.33 0.02 - Trade Payables 1.33 0.89 - FCNR Loan 2.73 - - Net exposure for liabilities 4.39 0.91 - Net exposure (Assets - Liabilities) 3.19 (0.29) 1.14 Sensitivity analysis 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 Group's income statement over the remaining life of the related fixed assets or the remaining tenure of the borrowing respectively. Impact of movement on Profit or (loss) and Equity : Effect in INR (before tax) Profit or (loss) and Equity Strengthening Weakening Year ended March 31, 2025 1% movement USD (6.32) 6.32 EURO (0.05) 0.05 RAND/ZAR (0.02) 0.02 (6.40) 6.40 Effect in INR (before tax) Profit or (loss) and Equity Strengthening Weakening Year ended March 31, 2024 1% movement USD (4.70) 4.70 EURO (0.03) 0.03 441Effect in INR (before tax) Profit or (loss) and Equity Strengthening Weakening RAND/ZAR (0.05) 0.05 (4.79) 4.79 Effect in INR (before tax) Profit or (loss) and Equity Strengthening Weakening Year ended March 31, 2023 1% movement USD (2.60) 2.60 EURO 0.26 (0.26) RAND/ZAR (0.05) 0.05 (2.40) 2.40 Commodity Risk The Group is not exposed to the commodity risk. Price risk The Group is exposed to price risk arising from investments held by the Group 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 Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group. Financial Instruments regularly measured using Fair Value - recurring items (₹ in million) Particulars Fair Value Financial assets/ Category As at 31 As at 31 As at 31 Financial March March March liabilities 2025 2024 2023 Investment in mutual funds- Quoted Financial assets FVTPL 339.52 189.86 300.79 Total 339.52 189.86 300.79 The table below summaries the impact of increases/decreases of the index on the Group’s equity and profit for the period. The analysis is based on the assumption that the equity/index had increased by 1% or decreased by 1% with all other variables held constant, and that all the Group’s equity instruments moved in line with the index. On investments- Sensitivity analysis As at March 31, 2025 (₹ in million) Particulars Carrying Value Fair Value Sensitivity to fair value 1% increase 1% decrease Investment at FVTPL 339.52 339.52 3.40 (3.40) Total 339.52 339.52 3.40 (3.40) As at March 31, 2024 (₹ in million) Particulars Carrying Value Fair Value Sensitivity to fair value 1% increase 1% decrease Investment at FVTPL 189.86 189.86 1.90 (1.90) Total 189.86 189.86 1.90 (1.90) 442As at March 31, 2023 (₹ in million) Particulars Carrying Value Fair Value Sensitivity to fair value 1% increase 1% decrease Investment at FVTPL 300.79 300.79 3.01 (3.01) Total 300.79 300.79 3.01 (3.01) Information required as per Item (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations: An analysis of reasons for the changes in significant items of income and expenditure is given hereunder: 1. Unusual or infrequent events or transactions Except as described in this Draft Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance. 2. Significant economic changes that materially affected or are likely to affect income from continuing operations. Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations identified above under “– Significant Factors Affecting our Results of Operations” and the section “Our Business” on pages 422 and 225, respectively. 3. Income and Sales on account of major product/main activities Income and sales of our Company mainly consists of sale of products in three segments, namely: Branded nutrition products/ clinical nutrition products (B2C segment), Premix formulations (B2B2C segment) and Therapeutic Nutrition - Ready to use foods (“RUFs”) and Micro Nutrient Powder (“MNPs”) (ESG segment). 4. Whether the company has followed any unorthodox procedure for recording sales and revenues Our Company has not followed any unorthodox procedure for recording sales and revenues. 5. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations. Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in “Significant Factors Affecting our Results of Operations and Financial Condition” and the uncertainties described in “Risk Factors” on pages 422 and 38 respectively. To our knowledge, except as discussed in this Draft Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income from continuing operations. 6. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices. Changes in revenue in the last three Fiscals are as described in, “– Fiscal 2025 compared to Fiscal 2024”, and “– Fiscal 2024 compared to Fiscal 2023” above on pages 427 and 430 respectively. 4437. Future changes in relationship between costs and revenues Our Company’s future costs and revenues will be determined by demand/supply situation, Government Policies and growth of industry in which we operate. 8. Income and Sales on account of main activities. Income and sales of our Company on account of major activities derives from sale of products (Export & Domestic). 9. Status of any publicly announced New Product or Business Segment Our Company has not announced and do not expect to announce any new Product other than disclosed in the Draft Red Herring Prospectus. 10. Seasonality of business Our business is subject to fluctuations from period to period for reasons beyond our control. 11. Any significant dependence on a single or few suppliers or customers. Revenues from any particular client may vary between financial reporting periods depending on the nature and term of on-going contracts with such client. However, historically certain key clients have accounted for a significant proportion of our revenues in the FY ended March 31, 2025, March 31, 2024 and March 31, 2023 of our top ten customers contributed 45.87%, 48.83% and 45.65% respectively of the revenue while our largest customer contributed 12.84%, 14.25% and 10.62% respectively of our revenue of that period. Purchases from any particular supplier may vary between financial reporting periods depending on the nature, availability, and terms of ongoing arrangements with such supplier. However, historically certain key suppliers have accounted for a significant proportion of our purchases. In the Fiscal Years ended March 31, 2025, March 31, 2024, and March 31, 2023, our top ten suppliers contributed 46.19%, 48.02%, and 51.54% respectively of our total purchases, while our largest supplier contributed 13.63%, 10.35%, and 12.97% respectively of our total purchases during the corresponding periods. 12. Competitive conditions We operate in a competitive environment. Competitive conditions are as described under the Chapters “Industry Overview” and “Our Business” beginning on pages 163 and 225, respectively of the Draft Red Herring Prospectus. 13. Details of material developments after the date of last balance sheet i.e. March 31, 2025 There have been no material developments occurred after the date of last Balance sheet i.e. March 31, 2025. 444SECTION VI – LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as stated in this section, there are no outstanding: (a) criminal proceedings; (b) actions by statutory or regulatory authorities; (c) claims relating to direct and indirect taxes; or (d) Material Litigation (as defined below); involving our Company, its Directors, the Promoters, KMPs, SM, Subsidiary and the Group Companies ("Relevant Parties"). Further, there are no disciplinary actions (including penalties) imposed by SEBI or the Stock Exchanges against our Promoters in the last five (5) FYs, including any outstanding action. For the purpose of material litigation in (d) above, our Board in its meeting held on June 27, 2025 has considered and adopted the following policy on materiality for identification of material outstanding litigation involving the Relevant Parties (“Materiality Policy”). In accordance with the Materiality Policy, all outstanding litigation, including any litigation involving the Relevant Parties, other than criminal proceedings and actions by regulatory authorities and statutory authorities, will be considered material if: (i) the omission of an event or information, whose value or the expected impact in terms of value exceeds the limits as prescribed under the SEBI Listing Regulations (as amended from time to time) i.e.: a) two percent of turnover, as per the last annual restated financial statements of the Company; or b) two percent of net worth, except in case of the arithmetic value of the networth is negative, as per the last annual restated financial statements of the Company; or c) five percent of the average of absolute value of profit or loss after tax, as per the last three annual restated financial statements of the Company. Accordingly, any transaction exceeding the lower of a, b or c above will be considered for the above purpose; or (ii) where the decision in one case is likely to affect the decision in similar cases, even though the amount involved in individual litigation does not exceed the amount determined as per clause (i) above, and the amount involved in all of such cases taken together exceeds the amount determined as per clause (i) above; and (iii) any such litigation which does not meet the criteria set out in (i) above and an adverse outcome in which would materially and adversely affect the operations or financial position of the Company. In terms of the materiality policy above any litigations (apart from (a) criminal proceedings; (b) actions by statutory or regulatory authorities and (c) claims relating to direct and indirect taxes), the monetary value of which or the adverse impact resulting from such litigation exceeds ₹ 7.07 million shall be considered Material Litigation. It is clarified that for the above purposes, pre-litigation notices received by Relevant Parties, unless otherwise decided by our Board, are not evaluated for materiality until such time that the Relevant Parties are impleaded as defendants in litigation proceedings before any judicial forum. Except as stated in this Section, there are no outstanding material dues to creditors of our Company. For this purpose, our Board has considered and adopted a policy of materiality for identification of material outstanding dues to creditors by way of its resolution dated June 27, 2025. In terms of the materiality policy, creditors of our Company to whom amounts outstanding dues to any creditor of our Company exceeding ₹ 9.42 million. i.e. 5% of the total trade payables of our Company as per the latest Restated Financial Statements of our Company disclosed in this Draft Red Herring Prospectus, would be considered as material creditors. The trade payables of our Company as on March 31, 2025 were ₹ 188.44 Million. Details of outstanding dues to micro, small and medium enterprises and other creditors separately giving details of number of cases and amount involved, shall be uploaded and disclosed on the website of the Company as required under the SEBI ICDR Regulations. For outstanding dues to any micro, small or medium enterprise, the disclosure shall be based on information available with our Company regarding the status of the creditor as defined under the Micro, Small and Medium 445Enterprises Development Act, 2006 as amended, read with the rules and notification thereunder, as amended, as has been relied upon by the Statutory Auditors. Unless stated to the contrary, the information provided below is as of the date of this Draft Red Herring Prospectus. All terms defined in a particular litigation disclosure pertains to that litigation only. I. Litigation involving our Company. A. Litigation filed against our Company. 1. Criminal proceedings Nil 2. Outstanding actions by regulatory and statutory authorities a. Notice from Tahasildar Office and SDM Dindori to Hexagon Nutrition Pvt Ltd and Others The Tahasildar Office Dindori who is a subordinate authority of SDM Dindori, Nashik, Maharashtra (“Authorities”) has sent various legal notice between year 2020 to 2025 (“Notices”), under Section 63(4) & Section 84-C of Maharashtra Tenancy and Agriculture Act, 1948 and Section 52, 53 and 143 of Maharashtra Regional & Town Planning Act, 1966 (“Acts”) to Hexagon Limited through Nikhil Arun Kelkar; Arun Purushottam Kelkar and Subhash Purushottam Kelkar and others (“Company”). The subject matter of the Notices pertains to unauthorised construction carried out for industrial purposes on the agricultural land, although the land is exempted from the requirement of conversion from agricultural to non-agricultural use, it is still mandatory to obtain a Non-Agricultural (NA) order from the SDM, Dindori, for the property situated at Plot No. 92, Village Lakhampur, Dindori, Nashik. The Company has obtained permission from the Lakhmapur Gram Panchayat, being the local authority, however, such permission is not recognized under law, and the Company is operating without obtaining the requisite approvals from the competent authority, thus violating the provisions of the aforementioned Acts. The Authorities, through these Notices, directed the Company to take necessary industrial non-agricultural (N.A.) Order and building permission from the competent authority. In response, the Company has submitted replies to each of the Notices, expressing its willingness to regularize the alleged non- compliance by making required changes in the existing structure. Furthermore, the Authorities have acknowledged the Company’s undertaking to regularize the existing construction and to obtain a completion and commencement certificate for the existing/ new/additional construction from the Authorities. As of date, Company has submitted a fresh plant layout to the competent authority for obtaining a completion certificate to regularise the existing construction and a commencement certificate for the additional construction. The matter remains pending adjudication before the Authorities. 3. Material civil proceedings Nil B. Litigation filed by our Company. 1. Criminal proceedings a. Hexagon Nutrition Limited vs Ritu Rajesh Sharma & Rishabh Build Tech (Case No. 1097 of 2025) Hexagon Nutrition Limited (“Complainant”) has filed a case dated April 05, 2025, before the Judicial Magistrate First Class, Andheri Court, Mumbai under section 138 read with section 141 of Negotiable Instrument Act, 1881, against Ritu Rajesh Sharma and Rishabh Build Tech (Proprietor) (“Accused”). The Accused are engaged in the business of construction and had approached the Complainant for the execution of certain construction work. Pursuant thereto, the Complainant entrusted the construction of a warehouse to the Accused for a total consideration of ₹14,846,602 (“Work Order”). However, the 446Accused failed to complete the construction work in accordance with the terms and conditions of the said Work Order. Owing to the Accused’s failure to complete the contracted work, the Accused agreed to refund the amount received from the Complainant and, in this regard, executed a Memorandum of Understanding (“MOU”) dated November 25, 2024, stipulating the payment terms. In furtherance thereof, the Accused issued three post-dated cheques totalling ₹2,540,491 in favour of the Complainant. Upon presentation of the said cheques for encashment, two of the cheques were returned amounting to ₹1,305,451 the same were returned dishonoured due to insufficient funds in the Accused’s bank account. Hence this complaint was filed. The Complainant prays that the Hon’ble Court may be pleased to take cognizance of the matter, issue process against the Accused in accordance with law, and further direct the Accused to pay interim compensation equivalent to 20% of the cheque amount. The matter is still under adjudication and the next date of hearing is posted on October 18, 2025. b. Hexagon Nutrition Limited vs Sanjay Dhandhania proprietor M/s N.B. Medicine (Case No. 3536 of 2019) Hexagon Nutrition Limited (“Complainant”) has filed a case before the Metropolitan Magistrate Court at Andheri, Mumbai under section 138 read with section 141 of Negotiable Instrument Act, 1881, against Sanjay Dhandhania (Proprietor N.B. Medicine) (“Accused”). The Complainant contends that they supplied goods to the Accused on two occasions, for which invoices were duly raised amounting to ₹206,254 and ₹50,609 respectively. In discharge of the said liability, the Accused issued a cheque for an amount of ₹256,863. However, upon presentation, the said cheque was dishonoured and returned unpaid due to insufficient funds in the bank account of the Accused. Hence this complaint was filed. The Complainant prays that the Hon’ble Court may be pleased to take cognizance of the matter, issue process against the Accused in accordance with law, and further direct the Accused to pay interim compensation equivalent to 20% of the cheque amount, i.e., ₹256,863. The matter is still under adjudication and the next date of hearing is posted on December 15, 2025. c. Sandeep Nivrutti Rayte has filed an FIR dated August 07, 2023, bearing no. 346 of 2023, against Kalyan Biren Lashkar Sandeep Nivrutti Rayte on behalf of Hexagon Nutrition Limited (“Complainant”) has filed an FIR bearing no. 346 of 2023 at Wani Police Station, Nashik Rural, under Section 420 of the Indian Penal Code, 1860 (“FIR”), against Kalyan Biren Lashkar (“Accused”). The Accused is the owner of the firm named ‘Pradnya Enterprises’ and ‘Lashkar Security’ and had been supplying workers to the Hexagon Nutrition Limited (“Company”) as per the Company's requirement between 2017 until February 2021. It was agreed between the Complainant and the Accused that the Accused will submit monthly invoices which shall include wages, service charges along with statutory charges pertaining to GST and ESIC contributions for the labour supplied (“Invoice”). The Company at all times had made full payments on all Invoices, however it was later discovered that, the Accused had stopped depositing GST from September 2019 onwards and also failed to deposit ESIC contributions from July 2017 to February 2021. Consequently, the total outstanding dues amounting to ₹3,628,814 remains unpaid, and government departments have now initiated recovery actions against the Company, damaging their reputation and exposing them to penalties and legal liabilities. Hence, the Complainant has filed the present FIR and the matter is currently under investigation. d. Hexagon Nutrition Limited vs Pradnya Enterprises, Kalyan Lashkar (Summary Case- 6301535 of 2022 and 4801881 of 2022) Hexagon Nutrition Limited (“Complainant”) has filed a case before Metropolitan Magistrate Court at Andheri, Mumbai under section 138 read with section 142 of Negotiable Instrument Act, 1881, against Pradnya Enterprises and its proprietor Kalyan Lashkar (“Accused”). The Complainant contends that the Accused was appointed as a labour contractor to supply contract labours to the Complainant as and when required. The Complainant had paid wages, ESI, PF contribution and GST charges to the Accused, however, the Accused has deliberately not paid the GST amount and other statutory dues to the government authorities as a result the Complainant received legal notices from ESI corporation and GST department which led the Complainant to not being able to avail the Input Tax Credit (ITC) on the raised invoice. On discharge of the liability amounting to ₹845,068, the Accused issued a cheque bearing No.016934 dated November 31, 2021, for an amount of ₹48,900 and cheque bearing No.016935, dated 447March 23, 2022, for an amount of ₹500,000 (“Cheques”). However, upon presentation, the said Cheques were dishonoured and returned unpaid due to insufficient funds in the bank account of the Accused. Hence, the Complainant was filed Summary case no. 1535 of 2022 for dishonour of cheque amounting ₹48,900 and Summary case no. 1881 of 2022 for dishonour of cheque amounting to ₹500,000. The Complainant prays under both the cases, that the Hon’ble Court may be pleased to issue process against the Accused and order a) to pay the Cheques amount under section 357 of the CrPC; b) to pay double the amount of the Cheques; c) to pay the litigation charges; and d) to pay interim compensation of 20% of Cheques to the Complainant. The matter is still under adjudication and the next date of hearing is posted on November 29, 2025 for Summary case no. 6301535 of 2022 and on November 12, 2025 for Summary Case no. 4801881 of 2019. e. Hexagon Nutrition Limited vs P & G Medisales and Others (Summons Private cases SS 4400714 of 2021) Hexagon Nutrition Private Limited (“Complainant”) has filed a case before Metropolitan Magistrate Court at Andheri, Mumbai under section 138 read with section 141 of Negotiable Instrument Act, 1881, against P and G Medisales; Gautam Hindurao Patil; Preeti Gautam Patil and Ravindranath Vitthalrao Zadbuke (“Accused”). The Complainant contends that the Complainant has sold its products to the Accused and raised 3 invoices dated January 31, 2020, January 17, 2020 and February 27, 2020 for an amount of ₹114,214, ₹46,444 and ₹80,353 respectively. In discharge of the partial liability, the Accused issued a cheque bearing No. 300024, dated December 28, 2020 for an amount of ₹174,403. However, upon presentation, the said cheque was dishonoured and returned unpaid due to insufficient funds in the bank account of the Accused. Hence this complaint was filed. The Complainant prays that the Hon’ble Court may be pleased to take cognizance of the matter, issue process against the Accused in accordance with law; order for payment of compensation of cheque amount ₹174,403 u/s. 357 of the Cr. P.C. to the Complainant and order for payment of double of cheque amount. The matter is still under adjudication and the next date of hearing is posted on February 13, 2026. f. Hexagon Nutrition Limited vs K Parthasarathy (Summons Private cases SS 6300561 of 2019) Hexagon Nutrition Pvt. Ltd. (“Complainant”) has instituted the present complaint under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 against K. Parthasarathy, Proprietor of M/s. Gamot Healthcare (“Accused”). The Complainant submits that goods worth ₹198,650 were supplied to the Accused under several invoices, and towards part discharge of the said liability, the Accused issued cheque no. 000544 dated November 26, 2018 for ₹132,838, which upon presentation was dishonoured with the endorsement “Payment Stopped by Drawer.” In view thereof, and upon failure of the Accused to make payment despite statutory demand notice, the Complainant has approached this Hon’ble Court seeking issuance of process against the Accused, along with compensation under Section 357 of the Code of Criminal Procedure, interim compensation of 20% of the cheque amount, and costs of litigation. The next date of hearing is posted on December 12, 2025. g. Hexagon Nutrition Limited vs M/s Drug India Pharmaceuticals and Others (Summons Private cases SS 4404214 of 2018) Hexagon Nutrition Pvt. Ltd. (“Complainant”) has instituted a complaint under Section 138 read with Section 141 of the Negotiable Instruments Act, 1881 against M/s. Drug India Pharmaceuticals and its partners (“Accused”). The Complainant alleges that goods were supplied under several invoices to the Accused, and towards the discharge of its liability, the Accused issued cheque no. 000188 dated August 21,2018 for ₹122,889. Upon presentation of the cheque, it was dishonoured with the endorsement “Funds Insufficient”. Despite issuance and due service of statutory demand notice the Accused failed to make payments. Hence, the Complainant has filed the present complaint and prays before this Hon’ble court to direct the Accused to pay compensation under Section 357 of CrPC and interim compensation of 20% of the cheque amount be awarded, along with cost of the litigation. The matter is still under adjudication and the next date of hearing is posted on February 3, 2026 2. Material civil proceedings Nil 448C. Tax proceedings Particulars Number of cases Aggregate amount involved to the extent ascertainable (in ₹ million)* Direct Tax Nil Nil Indirect Tax 4 16.40 Total 4 16.40 *To the extent quantifiable D. Adjudication application filed by our Company a. Application for adjudication of penalties u/s 454 of the Companies Act, 2013 filed by Hexagon Nutrition Limited before the Registrar of the Companies, Maharashtra, Ministry of Corporate Affairs Hexagon Nutrition Limited (“Company”) has suo-moto filed adjudication application dated November 8, 2024 and a reminder to the same on March 24, 2025 (“Application”), with the Registrar of Companies, Maharashtra, seeking adjudication for non compliance under the Companies Act, 2013. The Application addresses procedural lapses and defaults under Section 42 of the Companies Act, 2013, and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The Company states that the Company had issued 100 equity shares of face value ₹1 each were allotted to Mayur Sirdesai and 1,000 equity shares of face value ₹1 each were allotted to Somerset Indus Healthcare Fund I with an investment size below the minimum requirement of ₹20,000, as per erstwhile Rule 14(2)(c) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The subscription money for the allotment of 100 equity shares to Mayur Sirdesai was received after the shares were allotted and the subscription money for Cumulative Compulsory Convertible Preference Shares (CCPS) was received before the Board resolution, shareholders' resolution, and private placement offer letter were approved. The Company states that there has been an unintentional procedural lapse due to unavoidable circumstances, such as banking delays and timing of approvals. The Company is ready and willing to rectify the procedural lapses and seeks a fair and equitable resolution from the adjudicating authority requesting leniency in adjudicating the penalties u/s 454 of the Companies Act, 2013. The applications are currently pending. Also see “Risk Factor – 54 - There may have been certain instances of non-compliances with respect to certain corporate actions taken by our Company in the past. Consequently, we may be subject to regulatory actions and penalties.” on page 79. II. Litigation involving our Subsidiaries A. Litigation filed against our Subsidiaries 1. Criminal proceedings Nil 2. Outstanding actions by regulatory and statutory authorities Nil 3. Material civil proceedings Nil B. Litigation filed by our Subsidiaries 1. Criminal proceedings Nil 4492. Material civil proceedings a. Hexagon Nutrition (Exports) Private Limited vs. Joint commissioner of GST and Others (WP 3499 Of 2022 and WMP 3637 Of 2022) Hexagon Nutrition (Exports) Private Limited (“Plaintiff”) has filled a writ petition bearing number WP 3499 Of 2022 of certiorarified mandamus under Article 226 of Constitution of India before the High Court of Judicature at Madras to call for the records that led to the issuance of the order-in-appeal no. 190/2021 dated June 08, 2021 (“Impugned Order”) against Joint Commissioner GST & C. Ex Appeals- II and Asst. Commissioner of GST & C. Ex (“Respondents”). The Petitioner states that it had filed a claim for refund of unutilized Input Tax Credit (ITC) amounting to ₹426,988 (comprising IGST ₹271,786, CGST ₹ 77,601 and SGST ₹77,601) for the period April 2018 to March 2019 under Rule 89(1) read with Section 54(8)(b) of the Tamil Nadu Goods and Services Tax Act, 2017 (“the Act”) on August 29, 2020. Pursuant thereto, the Respondents issued a deficiency memo citing certain deficiencies in the application. In response, the Petitioner submitted that it qualifies for refund under the category of supplies made to SEZ unit/developer and is therefore entitled to claim refund of the unutilized ITC. However, the said claim was rejected by the Respondents. Subsequently, a show cause notice dated November 10, 2020 was issued, culminating in the passing of the Impugned Order. Being aggrieved by the said Impugned Order, the Petitioner has preferred the present writ petition before this Hon’ble Court. Further, The Plaintiff has also filed a Miscellaneous Petition bearing number WMP 3637 Of 2022, praying Hon’ble Court to dispense with the production of the original Impunged Order. The matter is still under adjudication, however, the next date of hearing is not yet posted. b. Hexagon Nutrition (Export) Private Limited vs. JFK Additives Limited (Civil Case no. 7784 of 2018) Hexagon Nutrition (Export) Private Limited (“Plaintiff”) has filled a case before the Chief Magistrate Court at Nairobi, Milimani Law Courts, Republic of Kenya against JFK Additives Ltd (“Defendant”). The Plaintiff states that it was mutually agreed between the parties that the Plaintiff would supply food additives to the Defendant, and pursuant to the said agreement, the Plaintiff supplied the products through six separate shipments and accordingly raised invoices in the form of Bills of Lading/Air Waybills (“Bills”), amounting in aggregate to USD 330,301. It was further agreed that the Defendant would make payment of the said Bills within a period of 90 days from the date of issuance of each respective Bill. However, the Defendant has remitted only a part payment of USD 181,165, leaving an outstanding balance of USD 149,136, which remains unpaid despite repeated reminders. The Plaintiff made several efforts to resolve the matter amicably, but the same proved unsuccessful. Hence, the Plaintiff has filled the present suit and prays that this Hon’ble Court be pleased to pass a decree against the Defendant for the sum of USD 149,136 towards liquidated damages, along with damages for breach of contract and loss of business and also award the costs of the present legal proceedings in favour of the Plaintiff. The next date of hearing is posted on September 25, 2025. c. Hexagon Nutrition (Exports) Private Limited vs Lifewin Investments Pvt Ltd (H.C. 9959/19) Hexagon Nutrition (Exports) Private Limited (“Plaintiff”) has filled a case before the High Court of Zimbabwe, held at Harare against Lifewin Investments Pvt Ltd (“Defendant”). The Plaintiff states that around 2017 the Plaintiff had supplied vitamin and mineral premix to the Defendant and raised two invoices amounting to USD 173,000 and USD 170,500 (“Invoice”). In 2019, the Defendant stated the Plaintiff that an amount of USD 52,954.50 was due by the Plaintiff against an unpaid commission (“Commission”). Both parties mutually agreed to deduct the Commission from the said invoice leaving an outstanding amounting to USD 290,545.50 (“Outstanding”) to be paid by the Defendant to the Plaintiff. The Plaintiff made several bona fide efforts and demands to resolve the matter amicably, but the same proved unsuccessful. Subsequently, the Plaintiff has filled the present suit and claims for the payment of its Outstanding and interest on the Outstanding at the current prescribed rate of interest from the date of service of the summon to the date of payment and cost to the suit. The Hon’ble Court on February 18, 2020, has passed a decree in favour of Plaintiff, however due to unavailability of forex it is pending for execution. 450d. Bio-Organics Nutrient Systems Limited vs. Hexagon Nutrition (Exports) Private Limited (Appeal No. CA/L/282/2018) Bio-Organics Nutrient Systems Limited (“Appellant”) has filed an appeal before the Court of Appeal, Lagos Division challenging the decision of the Lagos High Court in the matter ‘Hexagon Nutrition (Exports) Private Limited vs Bio-Organics Nutrient Systems Limited bearing Suit No. ID/ADR/261/16’ (“Suit”) against Hexagon Nutrition (Exports) Private Limited (“Respondent”). The Respondent has filed the said Suit in December 2016 seeking recovery of USD 216,360, along with interest at 22% per annum, for goods supplied to the Appellant between December 2013 and July 2014. However, due to difficulties in serving the Appellant, substituted service was affected. Later, the Appellant, after filing its defence and raising an objection on jurisdictional grounds (claiming it was under receivership), had its objection dismissed by the court on June 14, 2017. Subsequently, the Appellant appealed the ruling in the said Suit. The appeal remains pending as of September 2025, and the matter is listed for hearing on November 3, 2025. C. Tax proceedings Particulars Number of cases Aggregate amount involved to the extent ascertainable (in ₹ million)* Direct Tax 4 46.49 Indirect Tax 1 -* Total 5 46.49 *To the extent quantifiable D. Other Legal Proceedings a. Scheme Of Amalgamation of Hexagon Nutrition (Exports) Private Limited, The Transferor Company with Hexagon Nutrition Limited (C.A.(CAA)/141(MB)2025) An application for scheme of Amalgamation between Hexagon Nutrition (Exports) Private Limited (“Transferor Company”) and Hexagon Nutrition Limited (“Transferee Company”) has been filed before the National Company Law Tribunal, Mumbai Bench, Mumbai dated May 10, 2025 under section Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The matter is reserved for orders. For further details, please see “History and Certain Corporate Matters – Scheme of Arrangement between Hexagon Nutrition Private Limited (HNPL or Transferee Company) and Hexagon Nutrition (Exports) Private Limited (Transferor Company) and their respective shareholders dated May 9, 2025 in terms of Sections 230 to 232 with other applicable provisions of Companies Act, 2013 (“Scheme II”) on page 292. III. Litigation involving our Directors (other than Promoters) A. Litigation filed against our Directors (other than Promoters) 1. Criminal proceedings Nil 2. Outstanding actions by regulatory and statutory authorities Nil 3. Material civil proceedings Nil 451B. Litigation filed by our Directors (other than Promoters) 1. Criminal proceedings Nil 2. Material civil proceedings Nil C. Tax proceedings Particulars Number of cases Aggregate amount involved to the extent ascertainable (in ₹ million) Direct Tax Nil Nil Indirect Tax Nil Nil Total Nil Nil IV. Litigation involving our Promoters A. Litigation filed against our Promoters 1. Criminal proceedings Nil 2. Outstanding actions by regulatory and statutory authorities a. Notice from Tahasildar Office Dindori to Hexagon Nutrition Pvt Ltd and Others (Tenancy Inquiry Case no. 225/2004) Tahasildar Office Dindori, Nashik, Maharashtra vide its Notice bearing no. ‘Tenancy Inquiry Case no. 225/2004’, dated May 08, 2023 (“Notice”) has sent a legal notice under Section 63(4) & Section 84-C of Maharashtra Tenancy and Agriculture Act, 1948, addressed to Hexagon Pvt Ltd through Nikhil Arun Kelkar; Arun Purushottam Kelkar and Subhash Purushottam Kelkar and others (“Respondents”). For further details, please see “Outstanding Litigation and Material Developments – Notice from Tahasildar Office Dindori to Hexagon Nutrition Pvt Ltd and Others (Tenancy Inquiry Case no. 225/2004) on page 452. 3. Material civil proceedings a. Rajendra Ambadas Kakade vs Hexagon Nutrition Private Limited & Anrs. (Civil Suit- 1545 of 2019 and Commercial Suit 230 of 2019) Rajendra Ambadas Kakade (“Plaintiff”) has filed a case before the Hon’ble City Civil Court, at Dindoshi, Mumbai under section 9 of the Code of Civil Procedure, 1908 against Hexagon Nutrition Private Limited and Nikhil Arun Kelkar (Joint Managing Director of the Company) (“Defendants”). The matter is currently pending and the next date of hearing is posted on September 20, 2025 for framing of issues. For further details, please see “Outstanding Litigation and Material Developments – Rajendra Ambadas Kakade vs Hexagon Nutrition Private Limited & Anrs. (Civil Suit- 1545 of 2019 and Commercial Suit 230 of 2019) on page 446. 452B. Litigation filed by our Promoters 1. Criminal proceedings Nil 2. Material civil proceedings Nil C. Tax proceedings Particulars Number of cases Aggregate amount involved to the extent ascertainable (in ₹ million)* Direct Tax 6 3.22 Indirect Tax Nil Nil Total 6 3.22 *To the extent quantifiable V. Litigation involving our Key Managerial Personnel and Senior Management (Other than Directors and Promoters) A. Litigation filed against our Key Managerial Personnel and Senior Management (Other than Directors and Promoters) 1. Criminal proceedings Nil 2. Outstanding actions by regulatory and statutory authorities Nil B. Litigation filed by our Key Managerial Personnel and Senior Management (Other than Directors and Promoters) 1. Criminal proceedings Nil C. Tax proceedings Particulars Number of Aggregate amount involved to the extent cases ascertainable (in ₹ million)^ Direct Tax 2* Nil Indirect Tax Nil Nil Total 2 Nil ^Rounded off to the closest decimal *Includes Income tax outstanding of ₹1,580 for the AY 2019 against Raghunath Dattaram Sawant. Outstanding dues to creditors Our Board, in its meeting held on June 27, 2025, has considered and adopted the Materiality Policy. In terms of the Materiality Policy, creditors of our Company, to whom an amount ₹ 83.99 million. as on the date of the latest period in the Restated Financial Statements was outstanding, were considered material creditors. 453Based on this criterion, details of outstanding dues (trade payables) owed to micro, small and medium enterprises (as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material creditors and other creditors, as at March 31, 2025 by our Company, are set out below: Type of creditors Number of Amount involved creditors (in ₹ million) Material creditors 3 83.99 Micro, Small and Medium Enterprises 156 66.13* Other creditors 169 38.32 Total 328 188.44 *Does not include provision for interest on MSME dues. The details pertaining to net outstanding dues towards our material creditors as on March 31, 2025 (along with the names and amounts involved for each such material creditor) are available on the website of our Company at www.hexagonnutrition.com. It is clarified that such details available on our website do not form a part of this Draft Red Herring Prospectus. Material Developments Other than as stated in the section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant Developments after March 31, 2025" on beginning on page 421 of this Draft Red Herring Prospectus there have not arisen, since the date of the last financial information disclosed in this Draft Red Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our operations, our profitability taken as a whole or the value of our consolidated assets or our ability to pay our liabilities within the next 12 months. 454GOVERNMENT AND OTHER APPROVALS We have set out below an indicative list of approvals obtained by our Company and our Material Subsidiaries which are considered material and necessary for the purpose of undertaking this Offer and carrying on our present business activities. In view of these key approvals, our Company can undertake this Offer and its business activities. In addition, certain of our key approvals may expire in the ordinary course of business and our Company will make applications to the appropriate authorities for renewal of such key approvals, as necessary. Unless otherwise stated herein and in the section “Risk Factors” beginning on page 38, these material approvals are valid as of the date of this Draft Red Herring Prospectus. For details in connection with the regulatory and legal framework within which we operate, see “Key Regulations and Policies” on page 273. The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our Company to undertake its present business activities. Following statement sets out the details of licenses, permissions and approvals obtained by the Company under various central and state legislations for carrying out its business activities. I. Material approvals obtained in relation to the Issue (1) The Board of Directors has, pursuant to a resolution passed at its meeting held on June 27, 2025, authorized the Offer under Section 23 and 28 of the Companies Act, 2013 and approvals by such other authorities, as may be necessary. (2) The Company has obtained the in-principle listing approval from NSE and BSE, dated [●] and [●]. II. Material approvals obtained by our Company and Material Subsidiaries in relation to our business and operations Our Company and our Material Subsidiaries have obtained the following material approvals to carry on our business and operations. Some of these may expire in the ordinary course of business and applications for renewal of these approvals are submitted in accordance with applicable procedures and requirements. A. Incorporation details of our Company a) Our Company was originally incorporated as a private limited company in the name of ‘Hexagon Chemoils Private Limited’ vide Certificate of Incorporation dated May 27, 1993, issued by the Registrar of Companies. b) Fresh Incorporation certificate dated January 10, 2006, was issued pursuant to change in name of our Company from ‘Hexagon Chemoils Private Limited’ to ‘Hexagon Nutrition Private Limited’, by the Registrar of Companies. c) Fresh Certificate of Incorporation dated November 15, 2021, issued to our Company by the RoC, pursuant to the conversion of our Company from private limited to public limited and the ensuing change in the name of our Company from ‘Hexagon Nutrition Private Limited’ to ‘Hexagon Nutrition Limited’. d) The Corporate Identity Number of the Company is U24110MH1993PLC072189. B. Tax related approvals obtained by our Company Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ License Certificate No. Authority Issue Expiry 1 Permanent Account AAACH2359E Income Tax May 27, Valid till Number (PAN) Department 1993 cancelled 2 Tax Deduction MUMH04440C Income Tax November Valid till Account Number Department 29, 2021 cancelled (TAN) 3 GST Registration 27AAACH2359E1ZT Goods and July 01, Valid till Certificate- Services Tax 2017 cancelled 455Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ License Certificate No. Authority Issue Expiry Maharashtra Department 4 GST Registration 27AAACH2359E3ZR Goods and May 27, Valid till Certificate- Services Tax 2025 cancelled Maharashtra- ISD Department 5 GST Registration 22AAACH2359E1Z3 Goods and November Valid till Certificate – Services Tax 30, 2022 cancelled Chhattisgarh Department 6 GST Registration 37AAACH2359E1ZS Goods and January Valid till Certificate- Andhra Services Tax 18, 2023 cancelled Pradesh* Department 7 GST Registration 18AAACH2359E1ZS Goods and August Valid till Certificate- Assam* Services Tax 02, 2024 cancelled Department 8 GST Registration 10AAACH2359E1Z8 Goods and October Valid till Certificate- Bihar* Services Tax 18, 2024 cancelled Department 9 GST Registration 04AAACH2359E1Z1 Goods and February Valid till Certificate- Services Tax 28, 2023 cancelled Chandigarh* Department 10 GST Registration 07AAACH2359E1ZV Goods and September Valid till Certificate- Delhi* Services Tax 29, 2020 cancelled Department 11 GST Registration 24AAACH2359E1ZZ Goods and October Valid till Certificate- Gujarat* Services Tax 17, 2024 cancelled Department 12 GST Registration 06AAACH2359E1ZX Goods and August Valid till Certificate- Haryana* Services Tax 20, 2022 cancelled Department 13 GST Registration 20AAACH2359E1Z7 Goods and April 15, Valid till Certificate- Services Tax 2025 cancelled Jharkhand* Department 14 GST Registration 29AAACH2359E1ZP Goods and July 01, Valid till Certificate- Services Tax 2020 cancelled Karnataka* Department 15 GST Registration 23AAACH2359E1Z1 Goods and November Valid till Certificate- Madhya Services Tax 10, 2022 cancelled Pradesh* Department 16 GST Registration 21AAACH2359E1Z5 Goods and October Valid till Certificate- Odisha* Services Tax 19, 2022 cancelled Department 17 GST Registration 03AAACH2359E1Z3 Goods and September Valid till Certificate- Punjab* Services Tax 21, 2024 cancelled Department 18 GST Registration 08AAACH2359E1ZT Goods and October Valid till Certificate- Rajasthan* Services Tax 23, 2022 cancelled Department 19 GST Registration 33AAACH2359E2ZZ Goods and January Valid till Certificate- Tamil Services Tax 13, 2023 cancelled Nadu* Department 20 GST Registration 36AAACH2359E1ZU Goods and November Valid till Certificate- Services Tax 16, 2022 cancelled Telangana* Department 21 GST Registration 09AAACH2359E1ZR Goods and October Valid till Certificate- Uttar Services Tax 18, 2 022 cancelled Pradesh* Department 456Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ License Certificate No. Authority Issue Expiry 22 GST Registration 19AAACH2359E1ZQ Goods and January Valid till Certificate- West Services Tax 04, 2021 cancelled Bengal* Department 23 Professional Tax 99972035081P Maharashtra July 13, Valid till Enrolment- State Tax 2016 cancelled Maharashtra# Depatment 24 Professional Tax 27210026168P Maharashtra April 30, Valid till Registration- State Tax 2015 cancelled Maharashtra# Depatment 25 Professional Tax 37012589910 Andhra June 14, Valid till Registration- Andhra Pradesh State 2025 cancelled Pradesh# Tax Depatment 26 Professional Tax 18549094617 Assam State April 27, Valid till Enrolment- Assam# Tax Depatment 2025 cancelled 27 Professional Tax 10AAACH2359ER Bihar State Tax November Valid till Enrolment-Bihar# Depatment 22, 2024 cancelled 28 Professional Tax 20470113410 Jharkhand June 25, Valid till Enrolment-Jharkhand# State Tax 2025 cancelled Depatment 29 Professional Tax 1047731856 Karnataka October Valid till Enrolment- State Tax 04, 2023 cancelled Karnataka# Depatment 30 Professional Tax 78459271668 Madhya _ Valid till Enrolment- Madhya Pradesh State cancelled Pradesh# Tax Depatment 31 Professional Tax 21622609200 Odisha State September Valid till Enrolment- Odisha# Tax Depatment 11, 2023 cancelled 32 Professional Tax E37AAACH2359E Punjab State February Valid till Enrolment- Punjab# Tax Depatment 27, 2025 cancelled 33 Professional Tax 05-058-PE-16678 Tamil Nadu November Valid till Enrolment- Tamil State Tax 29, 2023 cancelled Nadu# Depatment 34 Professional Tax PT36AAACH2359E1ZU Telengana May 13, Valid till Enrolment- State Tax 2025 cancelled Telengana# Depatment 35 Professional Tax 192166448577 West Bengal November Valid till Enrolment- West State Tax 8, 2023 cancelled Bengal Depatment P.S.-Bagnan# 36 Professional Tax 192166446249 West Bengal November Valid till Enrolment- West State Tax 8, 2023 cancelled Bengal# Depatment P.S.- Park Street 37 Professional Tax 192166491645 West Bengal November Valid till Enrolment- West State Tax 09, 2023 cancelled Bengal Depatment P.S.-Ballygunge# 38 Professional Tax 192166449353 West Bengal November Valid till Enrolment- West State Tax 8, 2023 cancelled Bengal Depatment Uluberia, 711303, P.S.-Uluberia# 39 Professional Tax 192167148529 West Bengal December Valid till Enrolment- West State Tax 04, 2023 cancelled Bengal Depatment 457Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ License Certificate No. Authority Issue Expiry P.S.-Sankaril# 40 Professional Tax PEC010674092250 Gujarat State July 03, Valid till Enrolment- Gujarat# Tax 2025 cancelled Department *Registration is obtained as required by the respective clients/customers of the Company in the state. Our billing and salary payments are affected from our registered office in Maharashtra and accordingly, our Company has not obtained any other licenses in these states. Further, the principle and additional place of business mentioned in the certificate are 3rd party warehouses which the Company is using on temporary rental basis and hence no statutory approvals for the same has obtained. #Registration is obtained as required by the respective clients/customers of the Company and does not have any employee in these states and hence, Professional Tax Registration Certificate is not obtained. C. Regulatory & Labour / employment related approvals obtained by our Company: Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ License Certificate No. Authority Issue Expiry 1. Certificate of KDMAL0094539000 Employees’ February Valid till registration – Provident Fund 21, 2015 cancelled Employee’s Provident Organisation, Fund Code Ministry of Labour and Employment 2. Certificate of 36350347910011099 Employees’ March 13, Valid till registration - ESIC State Insurance 2024 cancelled Maharashtra- Nasik Corporation 3. Certificate of 35000347910001099 Employees’ June 17, Valid till registration - ESIC State Insurance 2014 cancelled Maharashtra- Andheri Corporation 4. UDYAM Registration UDYAM-MH-23- Ministry of September Valid till Certificate 0005455 Micro, Small 10, 2020 cancelled and Medium Enterprises, Government of India 5. Shops & 820295856/PS Labour July 12, Valid till Establishment Ward/COMMERCIAL Department of 2023 cancelled Certificate- II Maharashtra [Unit No. 229, Oshiwara Industrial Centre] 6. Shops & 820015070/KW Labour December Valid till Establishment Ward/COMMERCIAL Department of 18AS, cancelled Certificate- II Maharashtra 2018 [301 To 304, Global Chambers, Andheri] 7. Importer-Exporter 0397063539 Ministry of November Valid till Code Registration Commerce and 10, 1997 cancelled Industry 8. License to work a 10035667 Directorate January 1, Decembe factory Industrial 2026 r 31, 2027 Safety and Health, Labour Department 9. Consent to operate 0000224485/CR/25020 Maharashtra February Decembe Water & Air - Plot 92 02309 Pollution 26, 2025 r 31, 2032 Control Board 458Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ License Certificate No. Authority Issue Expiry 10. Consent to operate 0000223413/CR/25020 Maharashtra February Novembe Water & Air - Plot 447 02310 Pollution 26, 2025 r 30, 2028 Control Board 11. Certificate of stability OTS/HNL/01 Om Techno September Valid till of factory- Plot 92 Services 30, 2024 cancelled 12. Certificate of stability OTS/HNL/02 Om Techno September Valid till of factory- Plot 447 Services 30, 2024 cancelled 13. Fire NOC - Plot 92 MFS/Final./Ind- Nasik July 07, _ 20/2025 Municipal 2025 Corporation, Fire and Emergency Services Nashik 14. Fire NOC - Plot 447 MFS.Final/Ind. 28 / Nasik August _ 2025 Municipal 18, 2025 Corporation, Fire and Emergency Services Nashik 15. NOC for Ground CGWA/NOC/IND/RE Department of September July 04, Water Abstraction- N/1/2024/9927 Water 11, 2024 2027 Plot 92 Resources, River Development & Ganga Rejuvenation Central Ground Water Authority 16. Approval for CEI/Nashik/HexagonN Maharashtra May 03, -- installation of DG set- L/DG/11092015-016 Electrical 2015 160KVA Inspectors Office, Industries, Energy and Labour Department 17. Approval for J.No.Vininam/Tan.Sha. Maharashtra July 04, -- installation of DG set- /2013 Electrical 2013 125KVA Inspectors Office, Industries, Energy and Labour Department 18. Weight and LM/MMR_R/2024/336 Legal May 22, Valid till Measurement 1 Metrology 2024 cancelled Certificate Department 19. Certificate of 2120600710019990 Labour July 17, Decembe registration under Department 2014 r 31, 2025 Contract Labour Maharashtra (Regulation and 459Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ License Certificate No. Authority Issue Expiry Abolition) Act, 1970 20. FSSAI – Plot 92 10018022007420 Food Safety February April 10, and Standards 22, 2024 2029 Authority of India 21. FSSAI – Plot 447 11521999000422 Food Safety August August and Standards 02, 2024 02, 2029 Authority of India 22. Legal Entity Identifier 3358007T4DOSDQD2 LEI Register June 05, June 05, (LEI) HP3 India Private 2018 2026 Limited III. Material Approvals Related to our Subsidiaries A. Incorporation details of our Material Subsidiaries 1. Our Subsidiary in the name of ‘Hexagon Nutrition (Exports) Private Limited’ was incorporated vide Certificate of Incorporation dated July 24, 2012, issued by the Registrar of Companies. An application for scheme of Amalgamation between Hexagon Nutrition (Exports) Private Limited (“Transferor Company”) and Hexagon Nutrition Limited (“Transferee Company”) has been filed before the National Company Law Tribunal, Mumbai Bench, Mumbai dated May 10, 2025 under section Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The matter is still pending. For further details, please see “History and Certain Corporate Matters – Scheme of Arrangement between Hexagon Nutrition Private Limited (HNPL or Transferee Company) and Hexagon Nutrition (Exports) Private Limited (Transferor Company) and their respective shareholders dated May 10, 2025 in terms of Sections 230 to 232 with other applicable provisions of Companies Act, 2013 (“Scheme II”) on page 292. 2. Our Subsidiary in the name of ‘Hexagon Nutrition (International) Private Limited’ was incorporated vide Certificate of Incorporation dated December 26, 2012, issued by the Registrar of Companies. Each of our subsidiaries have obtained the requisite approvals and registrations required to conduct their business activities from the government authorities in the respective jurisdictions in which they operate. B. Tax related approvals obtained by our Subsidiary Sr. no Nature of Registration/License/ Issuing Date of Date of Registration/ Certificate No. Authority Issue Expiry License Hexagon Nutrition (Exports) Private Limited 1. Permanent Account AADCH0069C Income Tax July 24, Valid till Number (PAN) Department 2012 cancelled 2. Tax Deduction CHEH05261E Income Tax November Valid till Account Number Department 30, 2012 cancelled (TAN) 3. GST Registration 33AADCH0069C1Z6 Goods and July 01, Valid till Certificate- Tamil Services 2017 cancelled Nadu Tax Department 460Sr. no Nature of Registration/License/ Issuing Date of Date of Registration/ Certificate No. Authority Issue Expiry License 4. GST Registration 27AADCH0069C1ZZ Goods and February Valid till Certificate- Services 09, 2018 cancelled Maharashtra* Tax Department 5. Professional Tax 99374851030P Maharashtra May 24, Valid till Enrolment State Tax 2024 cancelled Certificate- Department Maharashtra# 6. Tax Assessment 009/ 033/ 900466 Tamil Nadu _ Valid till Number- Tamil State Tax cancelled Nadu Department Hexagon Nutrition (International) Private Limited 1 Permanent Account AADCH0909H Income Tax December Valid till Number (PAN) Department 26, 2012 cancelled 2 Tax Deduction CHEH05314B Income Tax _ Valid till Account Number Department cancelled (TAN) 3 GST Registration 33AADCH0909H1ZZ Goods and July 1, Valid till Certificate- Tamil Services 2017 cancelled Nadu Tax Department *Registration is obtained as required by the respective clients/customers of the Company in the state. Our billing and salary payments are effected from our registered office in Tamil Nadu and accordingly, our Company has not obtained any other licenses in these states. #Registration is obtained as required by the respective clients/customers of the Company and does not have any employee in these states and hence, Professional Tax Registration Certificate is not obtained. C. Regulatory & Labour / employment related approvals obtained by our Subsidiary: Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ Certificate No. Authority Issue Expiry License 1. Hexagon Nutrition (Exports) Private Limited 2. Certificate of TBTAM0063592000 Employees’ May 18, Valid till registration – Provident 2016 cancelled Employee’s Fund Provident Fund Organisation, Code Ministry of Labour and Employment 3. Certificate of 51001008500000000 Employees’ July 20, Valid till registration - ESIC State 2011 cancelled Insurance Corporation 4. UDYAM UDYAM-TN-08-0003611 Ministry of September Valid till Registration Micro, Small 16, 2020 cancelled Certificate and Medium Enterprises, Government of India 5. Importer-Exporter 3813000028 Ministry of April 15, Valid till Code Registration Commerce 2013 cancelled and Industry 461Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ Certificate No. Authority Issue Expiry License 6. License to work a KPM09149 Government October December factory of Tamil 14, 2024 31, 2028 Nadu, Directorate of Industrial Safety and Heath 7. Consent to Operate- 2405157899236 Tamil Nadu November March 31, Water Pollution 19, 2024 2026 DIRECT Control Board 8. Consent to Operate- 2405257899236 Tamil Nadu November March 31, Air Pollution 19, 2024 2026 DIRECT Control Board 9. Certificate of H1/18941/2023 Director, October February stability of factory Industrial 09, 2023 03, 2028 Safety and Health Competency 10. Fire NOC - B 11, 231551/A1/2024 Fire & November November Phase 1, Tambaram, Rescue 26, 2024 25, 2025 Chennai Services Chennai South District 11. Fire NOC- 224965/A1/2024 Fire & November November Warehouse - A-7, Rescue 08, 2024 07, 2025 Phase 1, Tambaram, Services Chennai Chennai South District 12. Weight and __ Office of the October October Measurement Inspector of 09, 2024 08, 2025 Certificate of Legal Verification- Metrology Machine No.- 210705368 13. Weight and __ Office of the October October Measurement Inspector of 09, 2024 08, 2025 Certificate of Legal Verification- Metrology Machine No.- 2121260050 14. Weight and __ Office of the October October Measurement Inspector of 09, 2024 08, 2025 Certificate of Legal Verification- Metrology Machine No.- 2141065013 15. Weight and __ Office of the October October Measurement Inspector of 09, 2024 08, 2025 Certificate of Legal Verification- Metrology 462Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ Certificate No. Authority Issue Expiry License Machine No.- 2121160002 16. Weight and __ Office of the October October Measurement Inspector of 09, 2024 08, 2025 Certificate of Legal Verification- Metrology Machine No.- 2121160001 17. Weight and __ Office of the October October Measurement Inspector of 09, 2024 08, 2025 Certificate of Legal Verification- Metrology Machine No.- 211246204 18. Weight and CPT/542/053135 Office of the June 18, June 17, Measurement Inspector of 2025 2026 Certificate of Legal Verification- Metrology Machine No.- 230242649 19. Weight and CPT/542/053136 Office of the June 18, June 17, Measurement Inspector of 2025 2026 Certificate of Legal Verification- Metrology Machine No.- 060700990 20. Weight and CPT/542/053137 Office of the June 18, June 17, Measurement Inspector of 2025 2026 Certificate of Legal Verification- Metrology Machine No.- 09294 21. Weight and CPT/542/053138 Office of the June 18, June 17, Measurement Inspector of 2025 2026 Certificate of Legal Verification- Metrology Machine No.- 201817822 22. Weight and CPT/542/053139 Office of the June 18, June 17, Measurement Inspector of 2025 2026 Certificate of Legal Verification- Metrology Machine No.- 2130461210 23. Weight and CPT/542/053140 Office of the June 18, June 17, Measurement Inspector of 2025 2026 Certificate of Legal Verification- Metrology Machine No.- 200800193 24. Weight and CPT/542/053141 Office of the June 18, June 17, Measurement Inspector of 2025 2026 Certificate of Legal Verification- Metrology Machine No.- 463Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ Certificate No. Authority Issue Expiry License 18231471 25. Weight and CPT/542/053142 Office of the June 18, June 17, Measurement Inspector of 2025 2026 Certificate of Legal Verification- Metrology Machine No.- 15732805 26. Weight and CPT/542/053140 Office of the June 18, June 17, Measurement Inspector of 2025 2026 Certificate of Legal Verification- Metrology Machine No.- 200800193 27. Weight and CPT/542/053139 Office of the June 18, June 17, Measurement Inspector of 2025 2026 Certificate of Legal Verification- Metrology Machine No.- 2130461210 28. Weight and CPT/542/053141 Office of the June 18, June 17, Measurement Inspector of 2025 2026 Certificate of Legal Verification- Metrology Machine No.- 18231471 29. Weight and CPT/542/053142 Office of the June 18, June 17, Measurement Inspector of 2025 2026 Certificate of Legal Verification- Metrology Machine No.- 15732805 30. Weight and CPT/542/053138 Office of the June 18, June 17, Measurement Inspector of 2025 2026 Certificate of Legal Verification- Metrology Machine No.- 201817822 31. Weight and __ Office of the October October Measurement Inspector of 09, 2024 08, 2025 Certificate of Legal Verification- Metrology Machine No.- 210705368 32. Weight and __ Office of the October October Measurement Inspector of 09, 2024 08, 2025 Certificate of Legal Verification- Metrology Machine No.- 2141065013 33. Weight and __ Office of the December December Measurement Inspector of 19, 2024 18, 2025 Certificate of Legal Verification- Metrology 464Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ Certificate No. Authority Issue Expiry License Machine No.- 2744280003100K 34. Weight and __ Office of the December December Measurement Inspector of 19, 2024 18, 2025 Certificate of Legal Verification- Metrology Machine No.- 27442800036K 35. Weight and __ Office of the December December Measurement Inspector of 19, 2024 18, 2025 Certificate of Legal Verification- Metrology Machine No.- 2744280003220 36. Weight and __ Office of the Januray Januray Measurement Inspector of 22, 2025 21, 2026 Certificate of Legal Verification- Metrology Machine No.- 150965528 37. Weight and __ Office of the Januray Januray Measurement Inspector of 22, 2025 21, 2026 Certificate of Legal Verification- Metrology Machine No.- 1506655252 38. Weight and __ Office of the Januray Januray Measurement Inspector of 22, 2025 21, 2026 Certificate of Legal Verification- Metrology Machine No.- 2160167295 39. Weight and __ Office of the Januray Januray Measurement Inspector of 22, 2025 21, 2026 Certificate of Legal Verification- Metrology Machine No.- 160860673 40. Certificate of CLA/R/KPM09149 Government November Valid till registration under of Tamil 28, 2022 cancelled Contract Labour Nadu, (Regulation and Directorate Abolition) Act, 1970 of Industrial Safety and Heath 41. FSSAI- State 12422002001300 Food Safety April 12, April 11, License Warehouse, and 2022 2027 Tambaram, Chennai Standards Authority of India 42. FSSAI- Central 10014042001457 Food Safety February February License and 11, 2022 23, 2026 Standards 465Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ Certificate No. Authority Issue Expiry License Authority of India 43. FSSAI- State 12421008004671 Food Safety December December License and 13, 2024 29, 2025 Standards Authority of India 44. FSSC 22000 IN12/84735 SGS United January January Kingdom 22, 2024 22, 2027 Limited 45. HALAL Certificate JUHF-0272-0131 Jamiat April 10, April, 29, Ulama Halal 2025 2028 Foundation 46. Good IN20/818844433 SGS India November November Manufacturing Private 03, 2023 03, 2026 Practise (GMP) Limited Certificate 47. Kosher Certificate YMOBKA3Q Star-K March 11, November Kosher 2025 30, 2025 Certification 48. Halal Decree LPPOM-00180052090909 Majelis November November Ulama 30, 2022 29, 2026 Indonesia, The Indonesian Council of Ulama 49. Certificate of TC-16348 National June 30, June 29, Accreditation - Accreditation 2025 2029 National Board for Accreditation Board Testing and for Testing and Calibration Calibration Laboratories Laboratories 50. Legal Entity 335800E1U8GFEBIRHW77 LEI Register June 14, June 13, Identifier (LEI) India 2025 2026 Code Limited Hexagon Nutrition (International) Private Limited 1. Certificate of MDTNY1474999000 Employees’ May 28, Valid till registration – Provident 2016 cancelled Employee’s Fund Provident Fund Organisation, Code Ministry of Labour and Employment 2. Certificate of 66000466520000099 Employees’ July 11, Valid till registration - ESIC State 2022 cancelled Insurance Corporation 3. UDYAM UDYAM-TN-26-0006211 Ministry of June 02, Valid till Registration Micro, Small 2021 cancelled Certificate and Medium Enterprises, Government 466Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ Certificate No. Authority Issue Expiry License of India 4. Importer-Exporter 3813000061 Ministry of July 04, Valid till Code Registration Commerce 2013 cancelled and Industry 5. License to work a TTK03599 Government January December factory of Tamil 28, 2025 31, 2025 Nadu, Directorate of Industrial Safety and Heath 6. Consent to Operate- 2509167012629 Tamil Nadu May 02, March 31, Water Pollution 2025 2027 Control Board 7. Consent to Operate- 2509267012629 Tamil Nadu May 02, March 31, Air Pollution 2025 2027 Control Board 8. Certificate of - Director, October October stability of factory Industrial 14, 2024 13, 2027 Safety and Health Competency 9. NOC for Fire 11170/A/2024 Tamil Nadu October October Fighting Installation Fire and 25, 2024 24, 2025 work Rescue Services Department 10. Weight and CV No: TCR/403/012613 Office of the January January Measurement Inspector of 21, 2025 20, 2026 Certificate- 50 kgs Legal Metrology 11. Weight and CV No: TCR/403/012614 Office of the January January Measurement Inspector of 21, 2025 20, 2026 Certificate- 15 kgs Legal Metrology 12. Weight and CV No: TCR/403/012615 Office of the January January Measurement Inspector of 21, 2025 20, 2026 Certificate- 500 kgs Legal Metrology 13. Weight and CV No: TCR/403/012616 Office of the January January Measurement Inspector of 21, 2025 20, 2026 Certificate- 500 kgs Legal Metrology 14. Weight and CV No: TCR/403/012617 Office of the January January Measurement Inspector of 21, 2025 20, 2026 Certificate- 10 kgs Legal Metrology 15. Weight and CV No: TCR/403/012618 Office of the January January Measurement Inspector of 21, 2025 20, 2026 Certificate- 10 kgs Legal Metrology 16. Weight and CV No: TCR/403/014073 Office of the May 21, May 20, 467Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ Certificate No. Authority Issue Expiry License Measurement Inspector of 2025 2026 Certificate- 300 kgs Legal Metrology 17. Weight and CV No: TCR/403/014074 Office of the May 21, May 20, Measurement Inspector of 2025 2026 Certificate- 100 kgs Legal Metrology 18. Weight and CV No: TCR/403/014075 Office of the May 21, May 20, Measurement Inspector of 2025 2026 Certificate- 5 kgs Legal Metrology 19. Weight and CV No: TCR/403/014076 Office of the May 21, May 20, Measurement Inspector of 2025 2026 Certificate- 5 kgs Legal Metrology 20. Weight and CV No: TCR/403/014077 Office of the May 21, May 20, Measurement Inspector of 2025 2026 Certificate- 5 kgs Legal Metrology 21. Weight and CV No: TCR/403/014078 Office of the May 21, May 20, Measurement Inspector of 2025 2026 Certificate- 50 kgs Legal Metrology 22. Weight and CV No: TCR/403/014511 Office of the July 21, July 20, Measurement Inspector of 2025 2026 Certificate- 100 kgs Legal Metrology 23. Weight and CV No: TCR/403/014512 Office of the July 21, July 20, Measurement Inspector of 2025 2026 Certificate- 100 kgs Legal Metrology 24. Weight and CV No: TCR/403/014513 Office of the July 21, July 20, Measurement Inspector of 2025 2026 Certificate- 10 kgs Legal Metrology 25. Weight and CV No: TCR/403/014514 Office of the July 21, July 20, Measurement Inspector of 2025 2026 Certificate- 10 kgs Legal Metrology 26. Weight and CV No: TCR/403/014515 Office of the July 21, July 20, Measurement Inspector of 2025 2026 Certificate- 100 kgs Legal Metrology 27. Weight and CV No: TCR/403/014516 Office of the July 21, July 20, Measurement Inspector of 2025 2026 Certificate- 100 kgs Legal Metrology 28. FSSAI- State 12419029000050 Food Safety January January License and 04, 2024 10, 2029 Standards Authority of India 29. FSSAI- Central 10016042002575 Food Safety February June 02, License and 17, 2022 2026 468Sr. Nature of Registration/License/ Issuing Date of Date of no Registration/ Certificate No. Authority Issue Expiry License Standards Authority of India 30. FSSC 22000 IN22/00000647 SGS United October September Kingdom 08, 2024 23, 2025 Limited 31. HALAL Certificate JUHF-1277-1074 Jamiat November September Ulama Halal 22, 2022 21, 2028 Foundation 32. Good IN17/20221 SGS India July 03, July 03, Manufacturing Private 2023 2026 Practise (GMP) Limited Certificate 33. Certificate of TC-12002 National July 27, July 26, Accreditation Accreditation 2025 2029 Board for Testing and Calibration Laboratories 34. Legal Entity 3358007GKRHS9U2IGO03 LEI Register July 13, July 13, Identifier (LEI) India 2024 2027 Code Limited IV. Material approvals or renewals for which applications are currently pending before relevant authorities of our Company Sr. Nature of Registration/ Application number Date of Issue no License 1 FSSAI application for 1025 0707107485 000 - addition of substance V. Material approvals or renewals for which applications are currently pending before relevant authorities of our Subsidiary Sr. Nature of Registration/ License Application number Date of Issue no Hexagon Nutrition (International) Private Limited 1. Application for request for revision of _ April 01, 2025 production quantity in the Consent under section 21 of the Air (Prevention and Control of Pollution) Act 1981, as amended (Central Act 14 of 1981) and under section 25/26 of the Water (Prevention and Control of Pollution) Act 1974, as amended (Central Act 6 of 1974) 469VI. Material approvals expired and renewal yet to be applied for Nil VII. Material approvals required but not obtained or applied for Nil VIII. Intellectual Property As on the date of this Draft Red Herring Prospectus, our Company has 51 registered Trademarks as device marks and word marks under classes 1, 5, 16, 30, 32, 35, and 45 of the Trademarks Act, 1999. Further, Our Company has obtained 10 international Trademark Registration under World Intellectual Property Organization (WIPO). These International Trademark registrations encompass several South American countries, including Brazil, Chile, Uruguay, and Peru, as well as Malaysia and Nigeria. For risk associated with our intellectual property please see, “Risk Factors” beginning on page 38. 470OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Offer The Offer has been approved by our Board pursuant to the resolution passed at its meeting held on June 27, 2025 and same has been noted in the Extra-ordinary general meeting dated June 28, 2025. This Draft Red Herring Prospectus has been approved by our Board pursuant to the resolutions dated September 23, 2025. The Offer for Sale has been authorized, severally and not jointly, by the Selling Shareholders as disclosed in “The Offer” beginning on page 96. Our Board has taken on record the participation of Selling Shareholders in the Offer for Sale, pursuant to a resolution dated June 27, 2025. The Equity Shares being offered by the Selling Shareholders in the Offer for Sale have been held by them for a period of at least one year prior to the filing of the Draft Red Herring Prospectus with SEBI, calculated in the manner as set out under Regulation 8 of the SEBI ICDR Regulations and are eligible for being offered in the Offer for Sale. The Equity Shares proposed to be offered by the Selling Shareholders in the Offer for Sale are free from any lien, encumbrance, transfer restrictions or third-party rights: Our Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. Prohibition by the SEBI or other Governmental Authorities Our Company, the Promoters, members of Promoter Group, the Selling Shareholders and our Directors are not prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other authority/court. None of the companies with which our Promoters and Directors are associated as promoters, directors or persons in control have been debarred from accessing capital markets by the SEBI. None of our Directors are associated with the securities market in any manner and no outstanding action has been initiated against our Directors by SEBI in the five years preceding the date of this Draft Red Herring Prospectus. None of our Company or our Promoters or Directors have been identified as a Willful Defaulter or Fraudulent Borrower. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible into, or which would entitle any person any option to receive Equity Shares, as at the date of this Draft Red Herring Prospectus. Confirmation under Companies (Significant Beneficial Owners) Rules, 2018 Our Company, Promoters, members of Promoter Group, Directors and each of the Selling Shareholders are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable, as at the date of this Draft Red Herring Prospectus. Directors associated with the securities market None of our Directors are, in any manner, associated with the securities market and there is no outstanding action initiated by the SEBI against the Directors of our Company in the past five years preceding the date of this Draft Red Herring Prospectus. 471Other confirmations As at the date of this Draft Red Herring Prospectus, there are no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of the Company) and the Company, Promoters, Promoter Group, Key Managerial Personnels, Directors, and Subsidiaries and its directors. As at the date of this Draft Red Herring Prospectus, except as disclosed in “Our Promoters and Promoter Group - Confirmations” on page 330, there are no conflict of interest between the lessor of the immovable properties (crucial for operations of the Company) and the Company, Promoters, Promoter Group, Key Managerial Personnels, Directors and Subsidiaries and its directors. Eligibility for the Offer Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, as disclosed below. a) Our Company has net tangible assets of at least ₹30 million, calculated on a restated and consolidated basis, in each of the preceding three full years (of 12 months each) ended March 31, 2025, March 31, 2024, and March 31, 2023, of which not more than 50% are held in monetary assets. b) Our Company has an average operating profit of ₹150 million, calculated on a restated and consolidated basis, during each of the preceding three years (of 12 months each) ended March 31, 2025, March 31, 2024, and March 31, 2023, with operating profit earned in each of these preceding three years. c) Our Company has a net worth of at least ₹10 million, in each of the preceding three full years (of 12 months each) ended March 31, 2025, March 31, 2024, and March 31, 2023, calculated on a restated and consolidated basis; and d) Our Company has not changed its name in the immediately preceding year. Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets, operating profit and net worth derived from the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus as at, and for the three immediately preceding Financial Years are disclosed below: Particulars As at and for the period ended March 31, March 31, March 31, 2025 2024 2023 (₹ in million except percentage values) Restated Net tangible assets (1) (A) 1,907.76 1,731.98 1,601.68 Restated Monetary assets (2) (B) 539.73 428.81 522.83 Monetary assets as a % of net tangible assets (%), as 28.29 24.76 32.64 restated (B/A) Pre-Tax operating profit, as restated (3) 313.04 167.59 96.23 Net worth (4) as restated 1941.81 1758.73 1630,84 Note: (1) “Net tangible assets” means the sum of all assets of the Company as per the Restated Consolidated Financial Information excluding Intangible Assets (as per IND AS- 38), Deferred Tax Assets (net) (as per IND AS-12) and Right of Use Assets (as per IND AS- 116) reduced by Total Liabilities (excluding lease liabilities) of the Company, as defined under the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015) (2) “Monetary assets” are defined as amount of ‘Cash and Cash equivalents, Bank Balance other than Cash and Cash Equivalents and Current Investment in Mutual Funds as per the Restated Consolidated Financial Information, (excluding Fixed deposits with banks not considered as cash and cash equivalent) (3) “Pre-Tax Operating Profit" means restated profit before tax excluding other income and finance costs. (4) “Net Worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. 472We are currently eligible to undertake the Offer as per Rule 19(2)(b) of the SCRR read with Regulations 6(1) of the SEBI ICDR Regulations. Our Company has operating profits in each of the Financial Years 2025, 2024 and 2023 as per the Restated Consolidated Financial Information. Our average restated operating profit for Financial Years 2025, 2024 and 2023 is ₹ 192.29 million. Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company and each of the Selling Shareholders shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted shall not be less than 1,000, failing which the entire application monies shall be refunded in accordance with the SEBI ICDR Regulations and timelines specified under other applicable laws. None of the Selling Shareholders shall be liable to reimburse our Company for any interest paid by it on behalf of the Selling Shareholders on account of any delay with respect to Allotment of the respective portion of the Offered Shares offered by such Selling Shareholder in the Offer for Sale, or otherwise, unless such delay is solely accountable to such Selling Shareholder. Our Company is in compliance with conditions specified in Regulations 5 and 7(1) of the SEBI ICDR Regulations to the extent applicable and will ensure compliance with Regulation 7(2) of the SEBI ICDR Regulations. (a) None of our Company, our Promoters, members of our Promoter Group, the Selling Shareholders or our Directors are debarred from accessing the capital markets by the SEBI; (b) None of our Promoters or Directors are promoters or directors of companies which are debarred from accessing the capital markets by the SEBI; (c) Neither our Company nor our Promoters or Directors are categorised as a Wilful Defaulter or a Fraudulent Borrower; (d) Neither our Promoters nor our Directors have been declared a fugitive economic offender (in accordance with Section 12 of the Fugitive Economic Offenders Act, 2018); (e) As on the date of this Draft Red Herring Prospectus, except for employee stock options granted pursuant to the Employee Stock Option Scheme 2018, there are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible into, or which would entitle any person any option to receive Equity Shares of our Company as at the date of filing of this Draft Red Herring Prospectus; (f) Our Company, along with the Registrar to the Offer, has entered into tripartite agreements dated November 29, 2021 and November 25, 2021 with NSDL and CDSL, respectively, for dematerialization of the Equity Shares; (g) The Equity Shares of our Company held by our Promoters are in dematerialised form; (h) None of our Promoters, the Promoter Selling Shareholder, Directors, or members of our Promoter Group have outstanding stock appreciation rights that have not been exercised prior to the filing of the Red Herring Prospectus or the Prospectus. (i) The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as at the date of filing of this Draft Red Herring Prospectus; and (j) There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR Regulations through verifiable means towards at least 75% of the stated means of finance. Disclaimer Clause of SEBI IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, BEING CUMULATIVE CAPITAL PRIVATE LIMITED AND CATALYST CAPITAL PARTNERS PRIVATE LIMITED (“BRLMs”) HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN 473INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS AND THE SELLING SHAREHOLDERS ARE, SEVERALLY AND NOT JOINTLY, RESPONSIBLE ONLY FOR THE STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY THEM IN THIS DRAFT RED HERRING PROSPECTUS IN RELATION TO THEMSELVES FOR THE RESPECTIVE PORTION OF THE EQUITY SHARES BEING OFFERED BY THEM IN THE OFFER FOR SALE, THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE SELLING SHAREHOLDERS DISCHARGE THEIR RESPECTIVE RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLMS, BEING CUMULATIVE CAPITAL PRIVATE LIMITED AND CATALYST CAPITAL PARTNERS PRIVATE LIMITED, HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED September 23, 2025 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(FORM A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGERS ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS. All applicable legal requirements pertaining to the Offer will be complied with at the time of filing of the Red Herring Prospectus with the RoC in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining to the Offer will be complied with at the time of filing of the Prospectus with the RoC in terms of Sections 26, 28, 32, 33(1) and 33(2) of the Companies Act, 2013. Caution - Disclaimer from our Company, Promoters, our Directors and the BRLMs Our Company, our Promoters, our Directors and the BRLMs accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our Company’s instance. Anyone placing reliance on any other source of information, including our Company’s website, www.hexagonnutrition.com or any website of any affiliates of our Company would be doing so at his or her own risk. The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and as will be provided in the Underwriting Agreement to be entered into between the Underwriter(s), Selling Shareholders and our Company. All information, to the extent required in relation to the Offer, shall be made available by our Company, the Selling Shareholders and the BRLMs to the public and investors at large and no selective or additional information would be made available by our Company, the Selling Shareholders and the BRLMs for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports, at Bidding Centers or elsewhere. Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, the BRLMs and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our Company, the Underwriters, the BRLMs and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares. The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in transactions with, and perform services for, our Company, the Promoters, Promoter Group, and the Selling 474Shareholders, and their respective directors and officers, affiliates, associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company, the Promoter, the Promoter Group, and the Selling Shareholders, and their respective directors and officers, affiliates, associates or third parties, for which they have received, and may in the future receive, compensation. Disclaimer from the Selling Shareholders The Selling Shareholders accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on any other source of information, including our Company’s website www.hexagonnutrition.com, or the respective websites of any affiliate of our Company or the Selling Shareholders would be doing so at his or her own risk. Each Selling Shareholder, its directors, affiliates, associates, and officers accept no responsibility for any statements made in this Draft Red Herring Prospectus other than those specifically made or confirmed by such Selling Shareholder in relation to itself as a Selling Shareholder or its Offered Shares. Bidders will be required to confirm and will be deemed to have represented to each Selling Shareholder and its respective directors, officers, agents, affiliates, and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not sell, pledge, or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. The Selling Shareholders and its respective directors, officers, agents, affiliates, and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares. Disclaimer in Respect of Jurisdiction Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai, India, only. The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in equity shares, domestic Mutual Funds registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and who are authorised under their constitution to hold and invest in shares, state industrial development corporations, permitted insurance companies registered with IRDAI, public financial institutions as specified in Section 2(72) of the Companies Act, 2013, permitted provident funds with a minimum corpus of ₹250 million (subject to applicable law) and pension funds (registered with the Pension Fund Regulatory and Development Authority established under Section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable laws, with minimum corpus of ₹250 million), National Investment Fund, insurance funds set up and managed by the army and navy or air force of Union of India and insurance funds set up and managed by the Department of Posts, India registered with the Insurance Regulatory and Development Authority of India, systemically important NBFCs registered with the RBI and permitted Non-Residents including FPIs and Eligible NRIs, AIFs and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations to purchase the Equity Shares. This Draft Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe to Equity Shares offered hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform him or herself about, and to observe, any such restrictions. Neither the delivery of this Draft Red Herring Prospectus nor the offer of the Offered Shares shall, under any circumstances, create any implication that there has been no change in the affairs of our Company since the date of this Draft Red Herring Prospectus or that the information contained herein is correct as at any time subsequent to this date. Invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the 475Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is outside India. Bidders are advised to ensure that any Bid from them does not exceed investment limits or maximum number of Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including any offshore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than in accordance with applicable laws. No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India. Eligibility and Transfer Restrictions The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The Equity Shares have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and applicable laws of the jurisdictions where such offers and sales occur. Each purchaser of the Equity Shares in the Offer in India shall be deemed to: • represent and warrant to our Company, the BRLM and the Syndicate Members that it was outside the United States (as defined in Regulation S) at the time the offer of the Equity Shares was made to it and it was outside the United States (as defined in Regulation S) when its buy order for the Equity Shares was originated. • represent and warrant to our Company, the BRLM and the Syndicate Members that it did not purchase the Equity Shares as result of any “directed selling efforts” (as defined in Regulation S). • represent and warrant to our Company, the BRLM and the Syndicate Members that it bought the Equity Shares for investment purposes and not with a view to the distribution thereof. If in the future it decides to resell or otherwise transfer any of the Equity Shares, it agrees that it will not offer, sell or otherwise transfer the Equity Shares except in a transaction complying with Rule 903 or Rule 904 of Regulation S or pursuant to any other available exemption from registration under the U.S. Securities Act. • represent and warrant to our Company, the BRLM and the Syndicate Members that if it acquired any of the Equity Shares as fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and that it has full power to make the foregoing representations, warranties, acknowledgements and agreements on behalf of each such account. • represent and warrant to our Company, the BRLM and the Syndicate Members that if it acquired any of the Equity Shares for one or more managed accounts, that it was authorized in writing by each such managed account to subscribe to the Equity Shares for each managed account and to make (and it hereby makes) the representations, warranties, acknowledgements and agreements herein for and on behalf of each such account, reading the reference to “it” to include such accounts. • agree to indemnify and hold the Company, the BRLM and the Syndicate Members harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of these representations, warranties or agreements. It agrees that the indemnity set forth in this paragraph shall survive the resale of the Equity Shares. • acknowledge that our Company, the BRLM, the Syndicate Members and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. Bidders are advised to ensure that any Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law. 476Further, each Bidder where required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Disclaimer clause of BSE As required, a copy of this Draft Red Herring Prospectus shall be submitted to BSE. The disclaimer clause as intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and the Prospectus prior to the RoC filing. Disclaimer clause of the NSE As required, a copy of this Draft Red Herring Prospectus shall be submitted to the NSE. The disclaimer clause as intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and the Prospectus prior to the RoC filing. Listing The Equity Shares offered through the Red Herring Prospectus and the Prospectus are proposed to be listed on the BSE and NSE. Applications will be made to the Stock Exchanges for permission to deal in and for an official quotation of the Equity Shares being issued and sold in the Offer. [●] will be the Designated Stock Exchange with which the Basis of Allotment will be finalised. If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within such time prescribed by the SEBI. If our Company does not allot Equity Shares pursuant to the Offer within such timeline as prescribed by the SEBI, it shall repay without interest all monies received from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period or such other rate prescribed by SEBI. The Selling Shareholders undertake to provide such reasonable assistance as may be requested by our Company, in relation to the Offered Shares to facilitate the process of listing and commencement of trading of the Equity Shares on the Stock Exchanges within such time prescribed by SEBI. Any expense incurred by our Company on behalf of the Selling Shareholders with regard to interest on such refunds will be reimbursed by the Selling Shareholders in proportion to their respective Offered Shares. Consents Consents in writing of Promoters, Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, our Chief Financial Officer, Legal Counsel to Offer as to Indian law, Bankers to our Company, the Book Running Lead Managers, Registrar to the Offer, Practicing Company Secretary, Chartered Engineer, CARE in their respective capacities, have been obtained, and such consents have not been withdrawn as of the date of this Draft Red Herring Prospectus. Further, consents in writing of the Syndicate Members, Escrow Collection Bank(s)/Refund Bank(s)/ Public Offer Account/ Sponsor Banks, to act in their respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required under the Companies Act, 2013 and such consents shall not be withdrawn up to the time of delivery of the Red Herring Prospectus for filing with the RoC. Experts to the Offer Our Company has not obtained any expert opinions other than as disclosed below: (i) Our Company has received written consent dated September 23, 2025 from the Statutory Auditors namely, S K Patodia & Associates LLP, Chartered Accountants, holding a valid peer review certificate 477from ICAI, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this DRHP, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their examination report, dated August 22, 2025, on Restated Consolidated Financial Information and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within the meaning as defined under the U.S. Securities Act. (ii) Our Company has received written consent dated August 25, 2025 through their certificate dated August 25, 2025, from Anu Malhotra and Associates, independent Practicing Company Secretaries, to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of their certificate in connection with the Offer and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within the meaning as defined under the U.S. Securities Act. (iii) Our Company has received written consent dated June 18, 2025 from C. Ravi Shankar, independent chartered engineer, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 to the extent and in their capacity as a chartered engineer and in respect of their certificate dated June 18, 2025 in relation to our Subsidiaries manufacturing capacities and capacity utilization at all of its manufacturing facilities and the details derived from such certificate. (iv) Our Company has received written consent dated June 18, 2025 from A. M. Kulkarni, independent chartered engineer, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 to the extent and in their capacity as a chartered engineer and in respect of their certificate dated June 18, 2025 in relation to our Company’s manufacturing capacities and capacity utilization at all of its manufacturing facilities and the details derived from such certificate. However, the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within the meaning as defined under the U.S. Securities Act. Particulars regarding previous public or right issues by our Company in the last five years Our Company has not made any public or right issues during the five years preceding the date of this Draft Red Herring Prospectus. Particulars regarding capital issues by our listed group companies, subsidiaries or associate entities during the last three years As at date of this Draft Red Herring Prospectus, our Company does not have any listed subsidiaries, group companies or associates. Commission and Brokerage paid on previous offers of the Equity Shares in the last five years Since this is the initial public offer of the Equity Shares, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the five years preceding the date of this Draft Red Herring Prospectus. Performance vis-à-vis Objects – Details of Public or Rights Issues by our Company Our Company has not made any public issue or rights issue of Equity Shares during the five years immediately preceding the date of this Draft Red Herring Prospectus. Performance vis-à-vis Objects – Details of Public or Rights Issues by listed subsidiaries/listed Promoter of our Company As at the date of this Draft Red Herring Prospectus, our Company does not have any listed subsidiary or any corporate promoter. 478Price Information of Past Issues Handled by the BRLMs 1. Cumulative Capital Private Limited 1. Price information of past public issues (during the current Financial Year and the two Financial Years immediately preceding the current Financial Year) handled by Cumulative Capital Private Limited: Sr. Issuer Offer size Offer Listing date Opening price +/- % change in closing +/- % change in closing +/- % change in closing No. name (₹ million) price (₹) on listing date price, [+/- % change in price, [+/- % change in price, [+/- % change in (₹) closing benchmark]- closing benchmark]- 90th closing benchmark]- 30th calendar days from listing 180th calendar days from listing calendar days from listing Main Board 1 - - - - - - - - SME 1 Pelatro Limited 559.80 200.00 September 24, 2024 275.00 49.60 98.78 70.45 [-5.80] [-9.07] [-9.98] 2 Agarwal Toughened 626.36 108.00 December 05, 2024 135.00 18.56 -21.02 26.62 Glass India Limited [-2.85] [-10.63] [0.03] 3 Patel Chem 588.00 84.00 August 01, 2025 110.00 11.26 - - Specialities Limited [-0.98] Source: www.nseindia.com and www.bseindia.com 2. Summary statement of price information of past issues (during current Financial Year and the two Financial Years preceding the current Financial Year) handled by Cumulative Capital Private Limited: Financial Total Total Nos. of IPOs trading at discount on Nos. of IPOs trading at premium on Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as Year no. of funds as on 30th calendar days from as on 30th calendar days from listing on 180th calendar days from listing on 180th calendar days from listing IPOs raised (₹ in listing date date date date Million) Over Between Less than Over Between Less than Over Between Less than Over Between Less than 50% 25%- 25% 50% 25%- 25% 50% 25%- 25% 50% 25%- 25% 50% 50% 50% 50% 2025-26 1 588.00 - - - - - 1 - - - - - - 2024-25 2 1,186.16 - - - - 1 1 - - - 1 1 - 2023-24 NA NA NA NA NA NA NA NA NA NA NA NA NA NA *The information is as on the date of the document The information for each of the financial years is based on issues listed during such financial year. Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available. 4792. Catalyst Capital Partners Private Limited 1. Price information of past issues (during current Financial Year and two Financial Years preceding the current Financial Year) handled by Catalyst Capital Partners Private Limited: Sr. Issuer name Offer size Offer price Listing date Opening price +/-% change in closing +/-% change in closing +/-% change in closing price, No. (₹ million) (₹) on listing date price, [+/-% change in price, [+/- % change in [+/- % change in closing (₹) closing benchmark]*- 30th closing benchmark]*- 90th benchmark]*- 180th calendar day from listing calendar day from listing calendar day from listing NA 2. Summary statement of price information of past issues (during current Financial Year and two Financial Years preceding the current Financial Year) handled by Catalyst Capital Partners Private Limited: Financial Year Total Total funds Nos. of IPOs trading at discount - as Nos. of IPOs trading at premium - Nos. of IPOs trading at discount - as Nos. of IPOs trading at premium - no. of raised at 30th calendar days from listing as at 30th calendar days from listing at 180th calendar days from listing as at 180th calendar days from IPOs (₹million) date date date listing date Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than 25%- 25% 25%-50% 25% 25%- 25% 25%- 25% 50% 50% 50% 2025-26 NA 2024-25 NA 2023-24 NA 480Track record of past issues handled by the BRLMs For details regarding the track record of the BRLMs, as specified in the SEBI circular dated January 10, 2012, bearing reference number CIR/MIRSD/1/2012, see the websites of the BRLMs, as provided in the table below: S. No. Name of the BRLM Website 1. Cumulative Capital Private Limited https://www.cumulativecapital.group/investor-corner.aspx 2. Catalyst Capital Partners Private Limited https://catalystcapital.in/investor-corner.html Stock Market Data of Equity Shares This being an initial public offer of Equity Shares of our Company, the Equity Shares are not listed on any stock exchange as at the date of this Draft Red Herring Prospectus, and accordingly, no stock market data is available for the Equity Shares. Mechanism for Redressal of Investor Grievances The Registrar Agreement provides for the retention of records with the Registrar to the Offer for a period of at least eight years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges, to enable the investors to approach the Registrar to the Offer for redressal of their grievances. Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, Bidders may also write to the BRLMs, in the manner provided below. Our Company, the Selling Shareholders, the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under the applicable provisions of the SEBI ICDR Regulations. All Offer related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary, with whom the Bid cum Application Form was submitted giving full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, Unified Payments Interface Identity (“UPI ID”), Permanent Account Number (“PAN”), address of Bidder, number of the Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI Mechanism), date of Bid cum Application Form and the name and address of the relevant Designated Intermediary where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated Intermediary in addition to the documents or information mentioned hereinabove. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders. For Offer-related grievances, investors may contact the BRLMs, details of which are given in “General Information –Book Running Lead Managers” on page 107 of this Draft Red Herring Prospectus. In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day for the entire duration of delay exceeding two Working Days from the Bid / Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Pursuant to the SEBI ICDR Master Circular, SEBI has identified the need to put in place measures, in order to manage and handle investor issues arising out of the UPI Mechanism inter alia in relation to delay in receipt of mandates by Bidders for blocking of funds due to systemic issues faced by Designated Intermediaries/SCSBs and failure to unblock funds in cases of partial allotment/non allotment within prescribed timelines and procedures. In terms of SEBI ICDR Master Circular issued by the SEBI, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. Further, in terms of SEBI circular no. 481SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. Separately, pursuant to the SEBI ICDR Master Circular, the following compensation mechanism shall be applicable for investor grievances in relation to Bids made through the UPI Mechanism, for which the relevant SCSBs shall be liable to compensate the investor: Scenario Compensation amount Compensation period Delayed unblock for ₹100 per day or 15% per annum of the From the date on which the request for cancelled/withdrawn/deleted Bid Amount, whichever is higher cancellation/withdrawal/deletion is applications placed on the bidding platform of the Stock Exchanges till the date of actual unblock Blocking of multiple 1. Instantly revoke the blocked funds From the date on which multiple amounts for the same Bid other than the original Bid Amount; amounts were blocked till the date of made through the UPI and actual unblock Mechanism 2. ₹100 per day or 15% per annum of the total cumulative blocked amount except the original Bid Amount, whichever is higher Blocking more amount 1. Instantly revoke the difference From the date on which the funds to the than the Bid Amount amount, i.e., the blocked amount excess of the Bid Amount were blocked less the Bid Amount; and till the date of actual unblock 2. ₹100 per day or 15% per annum of the difference amount, whichever is higher Delayed unblock for non– ₹100 per day or 15% per annum of the From the Working Day subsequent to Allotted/partially Allotted Bid Amount, whichever is higher the finalisation of the Basis of Allotment applications till the date of actual unblock All grievances (other than from Anchor Investors) in relation to the Bidding process may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, UPI ID, date of the submission of Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for and the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder. Further, the Bidder shall also enclose a copy of the Acknowledgement Slip duly received from the concerned Designated Intermediary in addition to the information mentioned hereinabove. All grievances of the Anchor Investors may be addressed to the Book Running Lead Managers, giving full details such as the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Bid cum Application Form and the name and address of the Book Running Lead Managers where the Bid cum Application Form was submitted by the Anchor Investor. The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Bank(s) for addressing any clarifications or grievances of ASBA Bidders. Our Company, the Book Running Lead Managers and the Registrar to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under applicable SEBI ICDR Regulations. Investors can contact our Company Secretary and Compliance Officer or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of funds by electronic mode. 482Our Company, the Book Running Lead Managers and the Registrar to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under applicable SEBI ICDR Regulations. Disposal of Investor Grievances by Our Company Our Company has obtained authentication on the SCORES in compliance with the SEBI circular no. CIR/OIAE/1/2014 dated December 18, 2014, the SEBI circular no. SEBI/HO/OIAE/IGRD/CIR/P/2019/86 dated August 2, 2019, the SEBI circular no. SEBI/HO/OIAE/IGRD/CIR/P/2021/642 dated October 14, 2021 and the SEBI circular no. SEBI/HO/OIAE/IGRD/P/CIR/2022/0150 dated November 7, 2022, and SEBI Circular number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 issued by SEBI in relation to redressal of investor grievances through SCORES. Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant Designated Intermediary for the redressal of routine investor grievances shall be five days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible. Our Company has not received any investor grievances during the three years preceding the date of this Draft Red Herring Prospectus and there are no investor complaints pending as at the date of this Draft Red Herring Prospectus. Our Company has constituted a Stakeholders’ Relationship Committee comprising, Aparna Deepak Sakpal; Arun Purushottam Kelkar; and Meena Bipinchandra Mehta as members to review and redress shareholder and investor grievances. See “Our Management—Committees of our Board of Directors — Stakeholders’ Relationship Committee” on page 319. Disposal of investor grievances by listed group companies and listed subsidiary As at the date of this Draft Red Herring Prospectus, we do not have any listed group companies or subsidiaries. Exemption from complying with any provisions of securities laws granted by the SEBI Our Company has not applied for, or received, any exemption from complying with any provisions of securities laws from SEBI in respect of the Offer as on the date of this Draft Red Herring Prospectus. Other confirmations No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the Offer, except for fees or commission for services rendered in relation to the Offer. 483SECTION VII – OFFER RELATED INFORMATION TERMS OF THE OFFER The Equity Shares being offered and Allotted pursuant to the Offer shall be subject to the provisions of the Companies Act, the SEBI ICDR Regulations, the SCRA, the SCRR, our Memorandum of Association and our Articles of Association, the SEBI Listing Regulations, the terms of the Red Herring Prospectus, the Prospectus, the abridged prospectus, the Bid cum Application Form, the Revision Form, the CAN/Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advice and other documents/certificates that may be executed in respect of the Offer. The Equity Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by the SEBI, the Government of India, the Stock Exchanges, the RBI, the RoC and/or any other authorities, as in force on the date of the Offer and to the extent applicable or such other conditions as may be prescribed by the SEBI, the RBI, the Government of India, the Stock Exchanges, the RoC and/or any other authorities while granting its approval for the Offer. The Offer The Offer comprises of an Offer for Sale by the Selling Shareholders. Expenses for the Offer shall be shared amongst our Company and the Selling Shareholders in the manner specified in “Objects of the Offer—Offer Expenses” on page 139. Ranking of the Equity Shares The Equity Shares being Offered / Allotted pursuant to the Offer shall be subject to the provisions of the Companies Act, the SEBI ICDR Regulations, the SEBI Listing Regulations, the SCRA, the SCRR, our Memorandum of Association and our Articles of Association and shall rank pari passu in all respects with the existing Equity Shares, including in respect of the right to receive dividend and voting. The Allottees, upon Allotment of Equity Shares, will be entitled to dividend and other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, see “Description of Equity Shares and Terms of the Articles of Association” beginning on page 515. Mode of Payment of Dividend Our Company shall pay dividends, if declared, to our Shareholders in accordance with the provisions of Companies Act, our Memorandum of Association, our Articles of Association and provisions of the SEBI Listing Regulations and other applicable law. Dividends, if any, declared by our Company after the date of Allotment (pursuant to the transfer of Equity Shares from the Offer for Sale), will be payable to the Bidders who have been Allotted Equity Shares in the Offer, for the entire year, in accordance with applicable law. For further details in relation to dividends, see “Dividend Policy” and “Description of Equity Shares and Terms of the Articles of Association” beginning on pages 335 and 515 respectively. Face Value, Offer Price, Floor Price and Price Band The face value of each Equity Share is ₹1 and the price at the lower end of the Price Band is ₹[●] per Equity Share (“Floor Price”) and at the higher end of the Price Band is ₹[●] per Equity Share (“Cap Price”). The Offer Price is ₹ [●] per Equity Share. The Anchor Investor Offer Price is ₹[●] per Equity Share. The Offer Price, Price Band and the minimum Bid Lot will be decided by our Company, in consultation with the BRLMs and advertised in all editions of [●], an English national daily newspaper, all editions of [●], a Hindi national daily newspaper and [●] editions of [●], a Marathi daily newspaper with wide circulation (Marathi being the regional language of Maharashtra, where our Registered Office is located), each with wide circulation, respectively, at least two Working Days prior to the Bid/ Offer Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre- filled in the Bid cum Application Forms available on the websites of the Stock Exchanges. The Offer Price shall be determined by our Company, in consultation with the BRLMs, after the Bid/Offer Closing Date, on the basis of assessment of market demand for the Equity Shares offered by way of the Book Building Process. At any given point of time, there shall be only one denomination of Equity Shares. 484Compliance with Disclosure and Accounting Norms Our Company shall comply with all disclosure and accounting norms as specified by the SEBI from time to time. Rights of Equity Shareholders Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, our Shareholders shall have the following rights: i. right to receive dividends, if declared; ii. right to attend general meetings and exercise voting rights, unless prohibited by law; iii. right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of the Companies Act; iv. right to receive offers for rights Equity Shares and be allotted bonus Equity Shares, if announced; v. right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied; vi. right of free transferability, subject to applicable law; and vii. such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI Listing Regulations, our Articles of Association and other applicable laws. For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and Terms of the Articles of Association” beginning on page 515. Allotment only in Dematerialized Form Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be allotted only in dematerialized form. The trading of the Equity Shares shall only be in the dematerialized segment of the Stock Exchanges. In this context, the following agreements have been signed among our Company, the respective Depositories and the Registrar to the Offer: • Tripartite agreement dated November 29, 2021, amongst our Company, NSDL and Registrar to the Offer. • Tripartite agreement dated November 25, 2021, amongst our Company, CDSL and Registrar to the Offer. Market Lot and Trading Lot Since trading of the Equity Shares is in dematerialized form, the tradable lot is one Equity Share. Allotment in the Offer will be only in dematerialized form in multiples of [●] Equity Shares subject to a minimum Allotment of [●] Equity Shares. For details of basis of allotment, see “Offer Procedure” on page 494. Joint Holders Subject to the provisions contained in our Articles of Association, where two or more persons are registered as the holders of the Equity Shares, they shall be deemed to hold the same as joint tenants with benefits of survivorship. Jurisdiction Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in Mumbai, Maharashtra, India. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933 (“Securities Act”) and may not be offered or sold within the United States (as defined in Regulation Sunder the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares are only being offered and sold outside the United States in offshore transactions in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. 485Nomination Facility to Bidders In accordance with Section 72 of the Companies Act, 2013 and the relevant rules notified thereunder, the sole Bidder, or the First Bidder along with other joint Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale/transfer/alienation of Equity Share(s) by the person nominating. A nomination may be cancelled or varied by nominating any other person in place of the present nominee by the holder of the Equity Shares who has made the nomination by giving a notice of such cancellation. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered and Corporate Office or to the registrar and transfer agents of our Company. Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall upon the production of such evidence as may be required by our Board, elect either: (a) to register himself or herself as the holder of the Equity Shares; or (b) to make such transfer of the Equity Shares, as the deceased holder could have made. Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the Allotment of Equity Shares in the Offer will be made only in dematerialized mode there is no need to make a separate nomination with our Company. Nominations registered with the respective Depository Participant of the Bidder would prevail. If the Bidders wish to change the nomination, they are requested to inform their respective Depository Participant. Bid/Offer Programme BID/OFFER OPENS ON(1) [●] BID/OFFER CLOSES ON(2) (3) [●] (1) Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors. The Anchor Investor Bid/Offer Period shall be [●], i.e., one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations. (2) Our Company may, in consultation with the BRLMs, consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations. (3) The UPI mandate end time and date shall be 5 p.m. on the Bid / Offer Closing Date. An indicative timetable in respect of the Offer is disclosed below. Event Indicative Date Bid/Offer Closing Date [●] Finalization of Basis of Allotment with the Designated Stock Exchange On or about [●] Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from On or about [●] ASBA* Allotment of Equity Shares/ Credit of Equity Shares to dematerialized accounts On or about [●] of Allottees Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●] * In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/Offer Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the of the Bid Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked; (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-allotted/ partially allotted Bids, exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLMs shall, in their sole 486discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. The Bidder shall be compensated in the manner specified in the SEBI ICDR Master Circular and the SEBI RTA Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of the Company with the SCSBs and relevant intermediaries, to the extent applicable. The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI ICDR Master Circular and the SEBI RTA Master Circular. The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation on our Company, the Selling Shareholders or the BRLMs. While our Company shall ensure that all steps for the completion of the necessary formalities for the listing and commencement of trading of the Equity Shares on the Stock Exchanges within three Working Days from the Bid/Offer Closing Date or such other period as may be prescribed by the SEBI are taken, the timetable may be extended due to various factors, such as extension of the Bid/Offer Period by our Company, in consultation with the BRLMs, revision of the Price Band or any delay in receiving the final listing and trading approval from the Stock Exchanges. The commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws. Each of the Selling Shareholders confirms that they shall extend all reasonable support and co-operation required by our Company and the BRLMs for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within three Working Days from the Bid/Offer Closing Date or such other period as may be prescribed by the SEBI. Any circulars or notifications from the SEBI after the date of this Draft Red Herring Prospectus may result in changes to the above-mentioned timelines. Further, the offer procedure is subject to change to any revised circulars issued by the SEBI to this effect. In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with listing timelines and activities prescribed by the SEBI, identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it. Submission of Bids (Other than Bids from Anchor Investors) Bid/Offer Period (except the Bid/Offer Closing Date) Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”) Bid/Offer Closing Date* Submission of electronic applications (online ASBA Only between 10.00 a.m. and up to 5.00 p.m. IST through 3-in- 1 accounts) – For Retail Individual Bidders Submission of electronic application (bank ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST through online channels like internet banking, mobile banking and syndicate ASBA applications through UPI as a payment mechanism where Bid Amount is up to ₹500,000) Submission of electronic applications (syndicate Only between 10.00 a.m. and up to 3.00 p.m. IST non-retail, non- individual applications of QIBs and NIIs) Submission of physical applications (direct bank Only between 10.00 a.m. and up to 1.00 p.m. IST ASBA) Submission of physical applications (syndicate non- Only between 10.00 a.m. and up to 12.00 p.m. IST retail, non- individual applications where Bid Amount is more than ₹500,000) Modification/ Revision/cancellation of Bids Upward Revision of Bids by QIBs and Non- Only between 10.00 a.m. and up to 4.00 p.m. IST on Institutional Bidders categories# Bid/ Offer Closing Date Upward or downward Revision of Bids or cancellation Only between 10.00 a.m. and up to 5.00 p.m. IST of Bids by RIBs * UPI mandate end time and date shall be at 5 p.m. on the Bid/Offer Closing Date. 487# QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their Bids. On the Bid/Offer Closing Date, the Bids shall be uploaded until: (i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and (ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual Bidders. On the Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received from Retail Individual Bidders after taking into account the total number of Bids received and as reported by the BRLMs to the Stock Exchanges. The Registrar to the Offer shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date until the Bid/ Offer Closing Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the Working Day and submit the confirmation to the BRLMs and the RTA on a daily basis. It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked by SCSBs or not blocked under the UPI Mechanism would be rejected. Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to submit their Bids one day prior to the Bid/Offer Closing Date and in any case no later than 12:00 p.m. IST on the Bid/Offer Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are received on the Bid/Offer Closing Date, as is typically experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the Offer. Bids will be accepted only during Monday to Friday (excluding any public holiday). The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the Bid information to the Registrar to the Offer for further processing. In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in the physical Bid cum Application Form, for a particular Bidder, the details of the Bid file received from the Stock Exchanges may be taken as the final data for the purpose of Allotment. Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/Offer Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. Further, the Cap price shall be at least 105% of the Floor Price. The revision in the Price Band shall not exceed 20% on either side, i.e., the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. The Floor Price shall not be less than the face value of the Equity Shares. In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days following such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company may, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of one Working Days, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the BRLMs and the terminals of the Syndicate Members and by intimation to SCSBs, other Designated Intermediaries and the Sponsor Banks, as applicable. Minimum Subscription The requirement of minimum subscription is not applicable to the Offer in accordance with the SEBI ICDR Regulations. In the event our Company does not receive the minimum subscription in the Offer as specified under Rule 19(2)(b) of the SCRR, including devolvement of Underwriters, our Company and the Selling Shareholders shall within four days from the closure of the Offer, refund the entire subscription amount received. If there is a delay beyond four days, interest at the rate of 15% per annum shall be paid by our Company and each of our Directors, in accordance with the SEBI ICDR Master Circular. 488Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted shall be not less than 1,000, failing which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company shall be liable to pay interest on the application money in accordance with applicable laws. Arrangements for Disposal of Odd Lots Since our Equity Shares will be traded in dematerialized form only and the market lot for our Equity Shares will be one Equity Share, no arrangements for disposal of odd lots are required. New Financial Instruments Our Company is not issuing any new financial instruments through this Offer. Restrictions on Transfer and Transmission of Equity Shares Except for: (i) the lock-in of the pre-Offer Equity Share capital of our Company and the Anchor Investor lock-in as provided in “Capital Structure” beginning on page 115 and (ii) as provided under our Articles of Association, there are no restrictions on transfer of Equity Shares. Further, there are no restrictions on the transmission of Equity Shares and on their consolidation/splitting, except as provided in our Articles of Association. For details, see “Description of Equity Shares and Terms of the Articles of Association” beginning on page 515. Withdrawal of the Offer Our Company, in consultation with the BRLMs, reserves the right to not proceed with the Offer, in whole or part thereof, after the Bid/Offer Opening Date but before the Allotment. In the event that our Company, in consultation with the BRLMs, decide not to proceed with the Offer, our Company shall issue public notice in the newspapers in which the pre-Offer advertisements were published, within two days of the Bid/Offer Closing Date or such other time as may be prescribed by the SEBI, providing reasons for not proceeding with the Offer. In such event, the BRLMs through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Banks, as applicable, to unblock the Bid Amounts in the bank accounts of the ASBA Bidders and the BRLMs shall notify the Escrow Collection Bank to release the Bid Amounts of the Anchor Investors and any other investors, as applicable, within one Working Day from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchanges on which the Equity Shares are proposed to be listed. If our Company, in consultation with the BRLMs, withdraws the Offer after the Bid/Offer Closing Date and thereafter determines that they will proceed with a fresh issue or offer for sale of Equity Shares, our Company shall file a fresh draft red herring prospectus with the SEBI. Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final RoC approval of the Prospectus after it is filed with the RoC and (ii) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment. . 489OFFER STRUCTURE Initial public offering of up to 30,859,704 Equity Shares for cash at a price of ₹[●] per Equity Share (including a share premium of ₹[●] per Equity Share) aggregating up to ₹[●] million, comprising an Offer for Sale of up to 30,859,704 Equity Shares aggregating up to ₹[●] million by the Selling Shareholders, the details of which are set out below: Name of the Selling Shareholder Maximum number of Offered Shares Up to 1,536,477 Equity Shares bearing face value of ₹1 each Arun Purushottam Kelkar aggregating to ₹ [●] million. Up to 24,188,993 Equity Shares bearing face value of ₹1 each Subhash Purushottam Kelkar aggregating to ₹ [●] million. Up to 3,608,142 Equity Shares bearing face value of ₹1 each Nutan Subhash Kelkar aggregating to ₹ [●] million. Up to 1,526,092 Equity Shares bearing face value of ₹1 each Aditya Kelkar aggregating to ₹ [●] million. The Offer is being made through the Book Building Process and in compliance with Regulation 32(1) of the SEBI ICDR Regulations. Particulars QIBs(3)(5) Non-Institutional Retail Individual Bidders(5) Bidders(5) Number of Equity Not more than [●] Not less than [●] Equity Not less than [●] Equity Shares available for Equity Shares of face Shares of face value ₹1 each Shares of face value ₹1 each Allotment/ value ₹1 each available for allocation or the available for allocation or allocation(1) Offer less allocation to QIB the Offer less allocation to Bidders and RIBs QIB Bidders and Non- Institutional Bidders Percentage of Offer Not more than 50.00% Not less than 15.00% of the Not less than 35.00% of the Size available for of the Net Offer being Net Offer, subject to the Net Offer. allocation available for allocation following: to QIB Bidders. (i) one-third of the portion available to Non-Institutional However, up to 5.00% Bidders shall be reserved for of the Net QIB Portion applicants with an application will be available for size of more than ₹200,000 allocation on a and up to ₹1,000,000; and proportionate basis to Mutual Funds only. (ii) two-thirds of the portion Mutual Funds available to Non-Institutional participating in the Bidders shall be reserved for Mutual Fund Portion applicants with application will also be eligible for size of more than ₹1,000,000. allocation in the Provided that the remaining QIB Portion. unsubscribed portion in either The unsubscribed of the sub-categories portion in the Mutual specified above may be Fund Portion will be allocated to applicants in the available for allocation other sub-category of Non- to other QIBs in the Institutional Bidders remaining Net QIB Portion. 490Particulars QIBs(3)(5) Non-Institutional Retail Individual Bidders(5) Bidders(5) Basis of Proportionate as (a) One-third of the Non- The allotment to each RIB Allotment/allocation follows (excluding the Institutional Portion shall be shall not be less than the if respective Anchor Investor reserved for Bidders with minimum Bid Lot, subject to category is Portion): application size of more availability of Equity Shares oversubscribed than of face value ₹1 each in the (a) Up to [●] Equity ₹200,000 and up to Retail Portion and the Shares of face value ₹1 ₹1,000,000; and remaining available Equity each shall be available Shares of face value ₹1 each for allocation on a (b) two- thirds of the Non- if any, shall be allotted on a proportionate basis to Institutional Portion shall be proportionate basis. For Mutual Funds only; and reserved for Bidders with further details, see Offer application size of more Procedure on page 494. (b) Balance [●] Equity than Shares of face value ₹1 ₹1,000,000, provided that the each shall be available unsubscribed portion in either for allocation on a of such sub-categories may be proportionate basis to allocated to Bidders in the all QIBs, including other sub-category of Non- Mutual Funds Institutional Bidders. For receiving allocation as further details, see “Offer per (a) above Procedure” on page 494. Up to [●] Equity Shares of face value ₹1 each may be allocated on a discretionary basis to Anchor Investors of which one- third shall be available for allocation to Mutual Funds only, subject to valid Bid Particulars QIBs(3)(5) Non-Institutional Retail Individual Bidders(5) Bidders(5) received from Mutual Funds at or above the Anchor Investor Allocation Price.(4) Mode of Bidding(2) Through ASBA process Through ASBA process only Through ASBA process only only (except Anchor (including the UPI Mechanism (including the UPI Investors) (excluding the for Bids up to ₹ Mechanism) UPI Mechanism) 500,000) Minimum Bid Such number of Equity Such number of Equity Shares [●] Equity Shares of face Shares of face value ₹1 of face value ₹1 each and in value ₹1 each each and in multiples of multiples of [●] Equity Shares [●] Equity Shares of face of face value ₹1 each that the value ₹1 each that the Bid Bid Amount exceeds ₹200,000 Amount exceeds ₹200,000 Maximum Bid Such number of Equity Such number of Equity Shares Such number of Equity Shares Shares of face value ₹1 of face value ₹1 each in of face value ₹1 each in each in multiples of [●] multiples of [●] Equity Shares multiples of [●] Equity Shares Equity Shares of face of face value ₹1 each not of face value ₹1 each so that value ₹1 each not exceeding the size of the Net the Bid Amount does not exceeding the size of the Offer (excluding the QIB exceed ₹200,000 491Particulars QIBs(3)(5) Non-Institutional Retail Individual Bidders(5) Bidders(5) Net Offer, (excluding Portion), subject to applicable the Anchor limits to Bidder Portion) subject to applicable limits to each Bidder Bid Lot [●] Equity Shares of face [●] Equity Shares of face value [●] Equity Shares of face value value of ₹1 each, and in of ₹1 each, and in multiples of of ₹1 each, and in multiples of multiples of [●] Equity [●] Equity Shares of face value [●] Equity Shares of face value Shares of face value of ₹1 of ₹1 each, thereafter of ₹1 each, thereafter each, thereafter Allotment Lot [●] Equity Shares of face [●] Equity Shares of face value [●] Equity Shares of face value value ₹1 each and in multiples of one ₹1 each and in multiples of one ₹1 each and in multiples Equity Share of face value ₹1 Equity Share of face value ₹1 of one Equity Share of each thereafter subject to each thereafter subject to face value ₹1 each availability in the Non- availability in the Retail thereafter Institutional Portion Portion Trading Lot One Equity Share of face One Equity Share of face value One Equity Share of face value ₹1 each ₹1 each value ₹1 each Mode of Allotment Compulsorily in Compulsorily in dematerialised Compulsorily in dematerialised form form dematerialised form Who can apply(6) Public financial Resident Indian individuals, Resident Indian individuals, institutions as specified in Eligible NRIs, HUFs (in the Eligible NRIs and HUFs (in the Section 2(72) of the name of karta), companies, name of karta). Companies Act 2013, corporate bodies, scientific scheduled commercial institutions, societies, trusts and banks, mutual funds any individuals, corporate bodies registered with SEBI, and family offices including eligible FPIs (other than FPIs which are individuals, individuals, corporate corporate bodies and family bodies and family offices which are re-categorized offices), VCFs, AIFs, as Category II FPIs and FVCIs registered with the registered with SEBI. SEBI, multilateral and bilateral development financial institutions, state industrial development corporation, insurance company registered with IRDAI, provident fund with minimum corpus of ₹250.00 million, pension fund with minimum corpus of ₹250.00 million registered with the Pension Fund Regulatory and Development Authority established under sub- section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, National Investment Fund set up 492Particulars QIBs(3)(5) Non-Institutional Retail Individual Bidders(5) Bidders(5) by the Government, insurance funds set up and managed by army, navy or air force of the Union of India, insurance funds set up and managed by the Department of Posts, India and Systemically Important NBFCs. Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of submission of their Bids(7) Particulars QIBs(3)(5) Non-Institutional Bidders(5) Retail Individual Bidders(5) In case of other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder (other than Anchor Investors) or by the Sponsor Banks through the UPI Mechanism (for RIBs or individual investors Bidding under the Non-Institutional Portion for an amount of more than ₹200,000 and up to ₹500,000) that is specified in the ASBA Form at the time of submission of the ASBA Form. (1) Assuming full subscription in the Offer. (2) SEBI vide the SEBI ICDR Master Circular, has mandated that ASBA applications in Public Issues shall be processed only after the application monies are blocked in the investor’s bank accounts. Accordingly, Stock Exchanges shall, for all categories of investors viz. QIB, NII and Retail and other reserved categories also for all modes through which the applications are processed, accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. (3) The Offer is being made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to QIBs. Such number of Equity Shares representing 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the QIB Portion shall be available for allocation on a proportionate basis to QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders and not more than 35% of the Net Offer shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. (4) Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, in accordance with SEBI ICDR Regulations. One-third of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being received at or above the Anchor Investor Allocation Price, which price shall be determined by our Company in consultation with the BRLMs. In the event of under- subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to the Net QIB Portion. For further details, see “Offer Procedure” on page 494. (5) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the discretion of our Company, in consultation with the Book Running Lead Managers and the Designated Stock Exchange, on a proportionate basis. However, undersubscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories. For further details, see “Terms of the Offer” on page 484. (6) If the Bid is submitted in joint names, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as the first holder of the depository account held in joint names. The signature of only the First Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed to have signed on behalf of the joint holders. Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders, the members of the Syndicate, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares. (7) Anchor Investors are not permitted to use the ASBA process. Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN. In case the Offer Price is lower than the Anchor Investor Allocation Price, the amount in excess of the Offer Price paid by the Anchor Investors shall not be refunded to them. Under-subscription, if any, in any category except the QIB Portion, would be met with spill-over from the other categories at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange. Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares. 493OFFER PROCEDURE All Bidders should read the General Information Document for Investing in Public Offers prepared and issued in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 issued by SEBI and the UPI Circulars (the “General Information Document”), which highlights the key rules, processes and procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the Bid cum Application Form. The General Information Document is also available on the websites of the Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document which are applicable to the Offer, including in relation to the process for Bids through the UPI Mechanism. Bidders may refer to the General Information Document for information in relation to (i) category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment instructions for ASBA Bidders; (v) Issuance of CAN and Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum Application Form); (vii) submission of Bid cum Application Form; (viii) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical grounds); (ix) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious applications; (x) mode of making refunds; (xi) Designated Date; (xii) disposal of applications; and (xiii) interest in case of delay in Allotment or refund. The SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 had introduced certain additional measures for streamlining the process of initial public offers and redressing investor grievances. The provisions of these circulars are deemed to form part of this Draft Red Herring Prospectus. Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual bidders in initial public offerings whose application sizes are up to ₹500,000 shall use the UPI Mechanism. Pursuant to SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the time period for listing of equity shares pursuant to a public issue had been reduced from six Working Days to three Working Days, and as a result, the final reduced timeline of T+3 days has been made effective using the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”). Pursuant to the SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024, a chapter-wise framework for compliance with various obligations under the SEBI ICDR Regulations was introduced, including with regards to UPI Phase III. Accordingly, subject to any circulars, clarification or notification issued by the SEBI from time to time, this Offer will be undertaken pursuant to the processes and procedures prescribed under the SEBI ICDR Master Circular, subject to any circulars, clarifications or notifications which may be issued by the SEBI. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the ASBA facility in initial public offerings shall be processed by the Registrar along with the SCSBs only after application monies are blocked in the bank accounts of investors (all categories). Accordingly, Stock Exchanges shall, for all categories of investors and other reserved categories and also for all modes through which the applications are processed, accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in the SEBI ICDR Master Circular shall continue to form part of the agreements being signed between the intermediaries involved in the public issuance process and lead managers shall continue to coordinate with intermediaries involved in the said process. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the application amount for the entire duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the intermediary responsible for causing such delay in unblocking. Our Company, the Selling Shareholders and the BRLMs are not liable for any amendment, modification or change 494in the applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them under applicable law or as specified in this Draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus. Book Building Procedure The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulations 31 and 32(1) of the SEBI ICDR Regulations, through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to QIBs, provided that our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under- subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and spill- over from the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Net Offer shall be available for allocation to Non- Institutional Bidders in accordance with the SEBI ICDR Regulations, out of which (a) one-third of such portion shall be reserved for applicants with application size of more than ₹200,000 and up to ₹1,000,000; and (b) two-third of such portion shall be reserved for applicants with application size of more than ₹1,000,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non- Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories of Bidders at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange subject to receipt of valid Bids received at or above the Offer Price. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with spill- over from any other category or a combination of categories. The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges. All potential Bidders (except Anchor Investors) are required to mandatorily utilize the ASBA process providing details of their respective ASBA accounts, and UPI ID (in case of UPI Bidders) if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism, as applicable. Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client ID, the PAN and UPI ID, for UPI Bidders using the UPI Mechanism, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get their Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of Direct Taxes notification dated February 13, 2020 and the press releases dated June 25, 2021, September 17, 2021, March 30, 2022 and March 28, 2023. Phased implementation of Unified Payments Interface SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by RIBs through Designated Intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working Days to up to three Working Days. The SEBI in its circular no. 495SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, had reduced the time period for listing of equity shares pursuant to a public issue from six Working Days to three Working Days. This Offer will be undertaken pursuant to the processes and procedures prescribed under UPI Phase III, subject to any circulars, clarifications or notifications which may be issued by the SEBI. Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI Streamlining Circular include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is finalized. Failure to unblock the accounts within the timeline would result in the SCSBs being penalized under the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the post–Offer BRLMs will be required to compensate the concerned investor. All SCSBs offering the facility of making applications in public issues shall also provide the facility to make applications using UPI. Our Company will be required to appoint Sponsor Banks to act as conduits between the Stock Exchanges and NPCI in order to facilitate collection of requests and/ or payment instructions of the UPI Bidders using the UPI. Further, pursuant to SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all individual investors applying in public issues where the application amount is up to ₹500,000 shall use UPI and shall also provide their UPI ID in the Bid cum Application Form submitted with any of the entities mentioned herein below: (a) a syndicate member; (b) a stock broker recognised with a registered stock exchange (and whose name is mentioned on the website of the stock exchange as eligible for this activity); (c) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this activity); (d) a registrar to an offer and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible for this activity) For further details, refer to the “General Information Document” available on the websites of the Stock Exchanges and the BRLMs. Bid cum Application Form Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be available with the Designated Intermediaries at the Bidding Centres and our Registered and Corporate Office. An electronic copy of the Bid cum Application Form will also be available for download on the websites of NSE (www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid/Offer Opening Date. Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs. All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process. Anchor Investors are not permitted to participate in the Offer through the ASBA process. UPI Bidders using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the Bid cum Application Form and the Bid cum Application Form that does not contain the UPI ID are liable to be rejected. ASBA Bidders (other than UPI Bidders using UPI Mechanism) must provide bank account details and authorization to block funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form and the ASBA Forms that do not contain such details are liable to be rejected. The ASBA Bidders shall ensure that they have sufficient balance in their bank accounts to be blocked through ASBA for their respective Bid as the application made by a Bidder shall only be processed after the Bid amount is blocked in the ASBA account of the Bidder pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022. ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA 496Forms not bearing such specified stamp are liable to be rejected. UPI Bidders using UPI Mechanism, may submit their ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub-Syndicate Members, Registered Brokers, RTAs or CDPs. RIBs authorizing an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs. ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid Amount can be blocked by the SCSB or the Sponsor Banks, as applicable at the time of submitting the Bid. In order to ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating them about Bid Amounts blocked/ unblocked including details as prescribed in Annexure XVII of SEBI ICDR Master Circular. The prescribed color of the Bid cum Application Form for the various categories is as disclosed below. Category Color of Bid cum Application Form* Resident Indians, including resident QIBs, Non-Institutional Bidders, [●] Retail Individual Bidders and Eligible NRIs applying on a non-repatriation basis Non-Residents including Eligible NRIs, FVCIs, FPIs, registered [●] multilateral and bilateral development financial institutions applying on a repatriation basis Anchor Investors [●] * Excluding electronic Bid cum Application Form Notes: (1) Electronic Bid Cum Application Forms and the abridged prospectus will also be available for download on the website of NSE (www.nseindia.com) and BSE (www.bseindia.com). (2) Bid cum Application Forms for Anchor Investors will be made available at the office of the BRLMs. Anchor Investors are not permitted to participate in the Offer through the ASBA process. In case of ASBA forms, the relevant Designated Intermediaries shall upload the relevant Bid details in the electronic bidding system of the Stock Exchanges. For ASBA Forms (other than through UPI Mechanism) Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank. For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Banks on a continuous basis to enable the Sponsor Banks to initiate the UPI Mandate Request to UPI Bidders for blocking of funds. The Sponsor Banks shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every bid entered in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders (using the UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Banks, NPCI or the Bankers to the Offer) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Banks and the bankers to an offer. The BRLMs shall also be required to obtain the audit trail from the Sponsor Banks and the Banker to the Offer for analyzing the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in the SEBI circular dated March 16, 2021, as amended pursuant to the SEBI circulars dated June 2, 2021 and April 20, 2022 (to the extent these have not been rescinded by the SEBI RTA Master Circular) and the SEBI RTA Master Circular. Pursuant to NSE circular dated July 22, 2022 with reference no. 23/2022 and BSE circular dated July 22, 2022 with reference no. 20220722-30, has mandated that trading members, Syndicate Members, RTA and Depository Participants shall submit Syndicate ASBA bids above ₹500,000 and NII and QIB bids above ₹200,000, through SCSBs only. For all pending UPI Mandate Requests, the Sponsor Banks shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 p.m. on the Bid/Offer Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders Bidding using through the UPI Mechanism should accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse. 497The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only after such banks provide a written confirmation on compliance with the UPI Circulars. The Sponsor Banks will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error code and description, if any. Further, the Sponsor Banks will undertake reconciliation of all Bid requests and responses throughout their lifecycle on daily basis and share reports with the BRLMs in the format and within the timelines as specified under the UPI Circulars. Sponsor Banks and issuer banks shall download UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three way reconciliation with UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Banks on a continuous basis. The Sponsor Banks shall host a web portals for intermediaries (closed user group) from the date of Bid/Offer Opening Date until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the Offer Bidding process. Electronic registration of Bids (a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building on a regular basis before the closure of the Offer. (b) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids until such time as may be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus. (c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The Designated Intermediaries are given until 5:00 p.m. for Retail Individual Bidders and 4:00 p.m. for NIB and QIB on the Bid/Offer Closing Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period after which the Stock Exchange(s) send the Bid information to the Registrar to the Offer for further processing. (d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids. Participation by the Promoters, the members of the Promoter Group, the BRLMs, the Syndicate Members and persons related to Promoters/the members of the Promoter Group/the BRLMs The BRLMs and the Syndicate Members shall not be allowed to purchase the Equity Shares in any manner, except towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs and the Syndicate Members may purchase Equity Shares in the Offer, either in the QIB Portion or in the Non- Institutional Portion, as may be applicable to such Bidders, and such subscription may be on their own account or on behalf of their clients. All categories of investors, including respective associates or affiliates of the BRLMs and Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis. Except as stated below, neither the BRLMs nor any associate of the BRLMs can apply in the Offer under the Anchor Investor Portion: (i) mutual funds sponsored by entities which are associates of the BRLMs; (ii) insurance companies promoted by entities which are associates of the BRLMs; (iii) AIFs sponsored by the entities which are associates of the BRLMs; (iv) FPIs (other than individuals, corporate bodies and family offices) which are associates of the BRLMs; or (v) pension funds sponsored by entities which are associates of the BRLMs Further, an Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) either of them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (c) there is a common director, excluding a nominee director, among the Anchor Investor and the BRLMs. 498Further, our Promoters and members of the Promoter Group shall not participate by applying for Equity Shares in the Offer. However, a QIB who has any of the following rights in relation to our Company shall be deemed to be a person related to our Promoters or the members of the Promoter Group of our Company: (i) rights under a shareholders’ agreement or voting agreement entered into with our Promoters or the members of the Promoter Group of our Company; (ii) veto rights; or (iii) right to appoint any nominee director on the Board. Bids by Mutual Funds With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law. Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes for which such Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity-related instruments of any single company, provided that the limit of 10% shall not be applicable for investments in case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. Bids by HUFs Bids by Hindu Undivided Families or HUFs, should be made in the individual name of the Karta. The Bidder should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name of sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs will be considered at par with Bids/Applications from individuals. Bids by Eligible NRIs Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI Bidders Bidding on a repatriation basis by using the Non-Resident Forms should authorize their SCSB (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts, or Foreign Currency Non- Resident (“FCNR”) Accounts, and Eligible NRI Bidders Bidding on a non-repatriation basis by using Resident Forms should authorize their SCSB (if they are Bidding directly through SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission of the Bid cum Application Form. Participation of Eligible NRIs in the Offer shall be subject to the FEMA Rules. Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in color). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non- Residents ([●] in color). NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars). Further, subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the Offer, provided the UPI facility is enabled for their NRE/ NRO accounts. 499NRIs applying in the Offer using UPI Mechanism are advised to enquire with the relevant bank whether their bank account is UPI linked prior to making such application. For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 513. Bids by FPIs In terms of the SEBI FPI Regulations, the offer of Equity Shares to a single FPI or an investor group (which means the same multiple entities having common ownership directly or indirectly of more than 50% or common control) must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Non-debt Instruments Rules, with effect from April 1, 2020, the aggregate FPI investment limit is the sectoral cap applicable to an Indian company as prescribed in the FEMA Non- debt Instruments Rules with respect to its paid-up equity capital on a fully diluted basis. Currently, the sectoral cap for NBFCs is 100% under the automatic route and accordingly, the applicable limit with respect to our Company is 100%. FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified by the Government from time to time. In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid without assigning any reason. FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for Non-Residents ([●] in colour). In terms of the FEMA, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. The FEMA NDI Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, except as respects things done or omitted to be done before such supersession. FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified by the Government from time to time. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments(as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other conditions as may be specified by SEBI from time to time. An FPI issuing offshore derivate instruments is also required to ensure that any transfer of offshore derivative instruments issued by, or on behalf of it subject to, inter alia, the following conditions: (i) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and (ii) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative instruments are to be transferred are pre-approved by the FPI. Bids by FPIs which utilise the multi investment manager structure in accordance with the SEBI master circular bearing reference number SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs shall not be treated as multiple Bids (“MIM Bids”). FPIs bearing the same PAN may be treated as multiple Bids by a Bidder and may be rejected, except for Bids from FPIs that utilise the multi investment manager structure in accordance with the Operational FPI Guidelines (such structure referred to as “MIM Structure”). In order to ensure valid Bids, FPIs making MIM Bids using the same PAN and with different beneficiary account numbers, Client IDs and DP IDs, are required to submit a confirmation that their Bids are under the MIM Structure and indicate the name of their investment managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected. Further, in the following cases, the bids by FPIs will not be considered as multiple Bids: involving (i) the MIM Structure and indicating the name of their respective investment managers in such confirmation; (ii) offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and proprietary derivative 500investments; (iii) sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration; (iv) FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single investment manager; (v) multiple branches in different jurisdictions of foreign bank registered as FPIs; (vi) Government and Government related investors registered as Category 1 FPIs; and (vii) Entities registered as Collective Investment Scheme having multiple share classes. Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB Bidder should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by an FPI Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid. Further, please note that as disclosed in this Draft Red Herring Prospectus read with the General Information Document, Bid Cum Application Forms are liable to be rejected in the event that the Bid in the Bid cum Application Form “exceeds the Offer size and/or investment limit or maximum number of the Equity Shares that can be held under applicable laws or regulations or maximum amount permissible under applicable laws or regulations, or under the terms of the Red Herring Prospectus.” For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same multiple entities having common ownership directly or indirectly of more than 50% or common control) (collective, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis. Any Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments and proprietary derivative instruments) for 10% or more of our total paid-up post Offer Equity Share capital shall be liable to be rejected. Bids by SEBI-registered AIFs, VCFs and FVCIs The SEBI FVCI Regulations, SEBI VCF Regulations and the SEBI AIF Regulations prescribe, inter alia, the investment restrictions on the FVCIs, VCFs and AIFs registered with SEBI respectively. While the SEBI VCF Regulations have since been repealed, the funds registered as VCFs under the SEBI VCF Regulations continue to be regulated by such regulations until the existing fund or scheme managed by the fund is wound up. FVCIs can invest only up to 33.33% of the investible funds by way of subscription to an initial public offering. Category I AIF and Category II AIF cannot invest more than 25% of the investible funds in one investee company directly or through investment in the units of other AIFs, subject to the conditions prescribed by SEBI. A Category III AIF cannot invest more than 10% of the investible funds in one investee company directly or through investment in the units of other AIFs, subject to the conditions prescribed by SEBI. AIFs which are authorized under the fund documents to invest in units of AIFs are prohibited from offering their units for subscription to other AIFs. Additionally, a VCF that has not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations (and accordingly shall not be allowed to participate in the Offer) until the existing fund or scheme managed by the fund is wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations. There is no reservation for Eligible NRIs, AIFs, FPIs and FVCIs, and all Bidders will be treated on the same basis with other categories for the purpose of allocation. All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission. The Company, the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Bids by Limited Liability Partnerships In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason thereof. 501Bids by Banking Companies In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason thereof. The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949 as amended (“Banking Regulation Act”) the Master Directions - the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended and Master Circular on Basel III Capital Regulations dated May 12, 2023, as amended, is 10% of the paid-up share capital of the investee company, not being its subsidiary engaged in non- financial services, or 10% of the banking company’s own paid-up share capital and reserves, whichever is lower. However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee company, subject to prior approval of the RBI, if (i) the investee company is engaged in non- financial activities permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act; or (ii) the additional acquisition is through restructuring of debt, or to protect the banking company’s interest on loans/investments made to a company. The banking company is required to submit a time bound action plan to the RBI for the disposal of such shares within a specified period. The aggregate investment by a banking company along with its subsidiaries, associates or joint ventures or entities directly or indirectly controlled by the banking company; and mutual funds managed by asset management companies controlled by the banking company, more than 20% of the investee company’s paid up share capital engaged in non-financial services. However, this cap doesn’t apply to the cases mentioned in (i) and (ii) above. The aggregate equity investment made by a banking company in all its subsidiaries and other entities engaged in financial services and non-financial services, including overseas investments, cannot exceed 20% of the banking company’s paid-up share capital and reserves. Bids by SCSBs SCSBs participating in the Offer are required to comply with the terms of the circulars issued by the SEBI dated September 13, 2012 and January 2, 2013. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application in public offers and clear demarcated funds should be available in such account for such applications. Bids by Systemically Important NBFCs In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate of registration issued by RBI, (ii) the last audited financial statements on a standalone basis, (iii) a net worth certificate from its statutory auditors, and (iv) such other approval as may be required by the Systemically Important NBFCs are required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to reject any Bid, without assigning any reason thereof. Systemically Important NBFCs participating in the Offer shall comply with all applicable regulations, directions, guidelines and circulars issued by the RBI from time to time. The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time. Bids by Insurance Companies In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason thereof. The exposure norms for insurers are prescribed under the IRDAI Investment Regulations, based on investments in equity shares of the investee company, the entire group of the investee company and the industry sector in which the investee company operates. Insurance companies participating in the Offer are advised to refer to the IRDAI Investment Regulations for specific investment limits applicable to them and comply with all applicable regulations, guidelines and circulars issued by the IRDAI from time to time. 502Bids by Provident Funds/Pension Funds In case of Bids made by pension funds registered with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable laws, with minimum corpus of ₹250 million and provident funds with minimum corpus of ₹250 million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to reject any Bid, without assigning any reason thereof. Bids under Power of Attorney In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, eligible FPIs, Mutual Funds, Systemically Important NBFCs, insurance companies, insurance funds set up by the army, navy or air force of the Union of India, insurance funds set up by the Department of Posts, India, or the National Investment Fund and provident funds with a minimum corpus of ₹250 million (subject to applicable law) and pension funds with a minimum corpus of ₹250 million, registered with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to accept or reject any Bid in whole or in part, in either case without assigning any reason thereof. Our Company, in consultation with the BRLMs, in its absolute discretion, reserves the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to such terms and conditions that our Company, in consultation with the BRLMs may deem fit. In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Offer. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that any single Bid from them does not exceed the applicable investment limits or maximum number of the Equity Shares that can be held by them under applicable law or regulation or as specified in this Draft Red Herring Prospectus, or as will be specified in the Red Herring Prospectus and the Prospectus. Bids by Anchor Investors In accordance with the SEBI ICDR Regulations, the key terms for participation by Anchor Investors are provided below. (i) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the BRLMs. (ii) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 million. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100 million. (iii) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds. (iv) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date. (v) Our Company, in consultation with the BRLMs may finalize allocation to the Anchor Investors on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be less than: (a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100.00 million; (b) minimum of two and maximum of 15 Anchor Investors, where the 503allocation under the Anchor Investor Portion is more than ₹100.00 million but up to ₹2,500.00 million, subject to a minimum Allotment of ₹50.00 million per Anchor Investor; and (c) in case of allocation above ₹2,500.00 million under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500.00 million, and an additional 10 Anchor Investors for every additional ₹2,500.00 million, subject to minimum Allotment of ₹50.00 million per Anchor Investor. (vi) Allocation to Anchor Investors will be completed on the Anchor Investor Bid/ Offer Period. The number of Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be made available in the public domain by the BRLMs before the Bid/Offer Opening Date, through intimation to the Stock Exchanges. (vii) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid. (viii) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference between the Offer Price and the Anchor Investor Offer Price will be payable by the Anchor Investors on the Anchor Investor pay-in date specified in the CAN. If the Offer Price is lower than the Anchor Investor Offer Price, Allotment to successful Anchor Investors will be at the higher price. (ix) 50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked- in for a period of 90 days from the date of Allotment and the remaining 50% of the Equity Shares shall be locked-in for a period of 30 days from the date of Allotment. (x) Neither the BRLMs(s) or any associate of the BRLMs (other than mutual funds sponsored by entities which are associate of the BRLMs or insurance companies promoted by entities which are associate of the BRLMs or Alternate Investment Funds (AIFs) sponsored by the entities which are associates of the BRLMs or FPIs, other than individuals, corporate bodies and family offices which are associates of the BRLMs or pension funds sponsored by entities which are associates of the BRLMs) shall apply under the Anchor Investors Portion. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids. For more information, please read the General Information Document. Information for Bidders The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the previous Bid. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software of the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company, the Selling Shareholders and/or the BRLMs are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus, the Red Herring Prospectus or the Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges. General Instructions Do’s: A. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only; B. Ensure that you have Bid within the Price Band; C. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form; D. Ensure that you (other than the Anchor Investors) have mentioned the correct details of your ASBA Account (i.e., bank account number) in the Bid cum Application Form if you are not a UPI Bidder using the UPI Mechanism in the Bid cum Application Form and if you are a UPI Bidder using the UPI Mechanism ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters 504including the handle), in the Bid cum Application Form; E. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the Bidding Center (except in case of electronic Bids) within the prescribed time. Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the General Information Document; F. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification dated February 13, 2020 issued by the Central Board of Direct Taxes and the press release dated June 25, 2021, September 17, 2021, March 30, 2022 and March 28, 2023. G. Bidders Bidding shall ensure that they use only their own ASBA Account or only their own bank account linked UPI ID (for UPI Bidders using the UPI Mechanism) to make an application in the Offer and not ASBA Account or bank account linked UPI ID of any third party; H. UPI Bidders Bidding using the UPI Mechanism shall make Bids only through the SCSBs, mobile applications and UPI handles whose name appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. An application made using incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI website is liable to be rejected; I. Ensure that you have funds equal to or more than the Bid Amount in the ASBA Account maintained with the SCSB before submitting the ASBA Form to any of the Designated Intermediaries; J. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with the Syndicate Member, Registered Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated Intermediary; K. The ASBA bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs; L. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms. If the First Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is signed by the ASBA Account holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form; M. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should contain the name of only the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint names; N. Ensure that you request for and receive a stamped Acknowledgment Slip in the form of a counterfoil or acknowledgment specifying the application number as a proof of having accepted the of the Bid cum Application Form for all your Bid options from the concerned Designated Intermediary; O. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was placed, and obtain a revised Acknowledgment Slip; P. Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and/or the designated branches of SCSBs or the relevant Designated Intermediary, as applicable; Q. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms of the circular (no. MRD/DoP/Cir-20/2008) dated June 30, 2008 issued by the SEBI, may be exempt from specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt from the requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by persons resident in the state of Sikkim, who, in terms of the SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the Income Tax Act. The exemption for the Central or the State Government and officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected; R. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal; S. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper upload of your Bid in the electronic Bidding system of the Stock Exchanges; T. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trusts, etc., the relevant documents, including a copy of the power of attorney, if applicable, are submitted; U. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian laws; 505V. Since the Allotment will be in demat form only, ensure that the depository account is active, the correct DP ID, Client ID, the PAN, and UPI ID (for UPI Bidders Bidding through UPI Mechanism) and PAN are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID (for UPI Bidders bidding through UPI Mechanism) and the PAN entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, UPI ID (for UPI Bidders bidding through UPI Mechanism) and PAN available in the Depository database; W. In case of QIBs and NIBs, ensure that while Bidding through a Designated Intermediary, the ASBA Form is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in); X. The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID for the purposes of making Application in the Offer, which is UPI 2.0 certified by NPCI; Y. Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks to release the funds blocked in the ASBA account under the ASBA process. Z. In case of UPI Bidders, once the Sponsor Banks issues the Mandate Request, the UPI Bidders would be required to proceed to authorize the blocking of funds by confirming or accepting the UPI Mandate Request to authorize the blocking of funds equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely manner; AA. UPI Bidders Bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of single account) and of the First Bidder (in case of joint account) in the Bid cum Application Form; BB. Ensure that when applying in the Offer using the UPI Mechanism, the name of your SCSB appears in the list of SCSBs displayed on the SEBI website which are live on UPI. Further, also ensure that the name of the app and the UPI handle being used for making the application is also appearing in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019; CC. In case of ASBA Bidders (other than 3-in-1 Bids) Syndicate Members shall ensure that they do not upload any bids above ₹500,000; DD. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate Request received from the Sponsor Banks to authorize blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA Account; EE. Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs; FF. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are required to submit a confirmation that their Bids are under the MIM Structure and indicate the name of their investment managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected; GG. Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs utilise the MIM Structure and such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs; HH. UPI Bidders Bidding through UPI Mechanism shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI Mandate Request and then proceed to authorize the UPI Mandate Request using his/her/its UPI PIN. Upon the authorization of the mandate using his/her UPI PIN, a UPI Bidder may be deemed to have verified the attachment containing the application details of the UPI Bidder in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorizes the Sponsor Banks to block the Bid Amount mentioned in the Bid cum Application Form; II. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00 p.m. on the Bid/ Offer Closing Date; JJ. Bids by Eligible NRIs, HUFs and any individuals, corporate bodies and family offices who are FPIs and registered with SEBI for a Bid Amount of less than ₹200,000 would be considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount exceeding ₹200,000 would be considered under the Non-Institutional Portion for allocation in the Offer; KK. Ensure that you have correctly signed the authorization/undertaking box in the Bid cum Application Form, or have otherwise provided an authorization to the SCSB or the Sponsor Banks, as applicable, via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, as the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and participating in the Offer through the UPI Mechanism, ensure that 506you authorize the UPI Mandate Request raised by the Sponsor Banks for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment; LL. Ensure that the Demographic Details are updated, true and correct in all respects; and MM. Ensure that your PAN is linked with your Aadhaar card, and that you are in compliance with notification dated February 13, 2020 and the press release dated June 25, 2021, September 17, 2021, March 30, 2022 and March 28, 2023, each issued by the Central Board of Direct Taxes. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be rejected. Don’ts: A. Do not Bid for lower than the minimum Bid size; B. Do not submit a Bid using UPI ID, if you are not a UPI Bidder; C. Do not Bid/revise the Bid Amount to an amount calculated at less than the Floor Price or higher than the Cap Price; D. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders); E. Do not pay the Bid Amount in cheques, demand drafts, cash, money order, postal order or by stock invest; F. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only; G. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company; H. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process; I. Do not submit the Bid for an amount more than funds available in your ASBA account; J. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidders. Retail Individual Bidders can revise or withdraw their Bids on or before the Bid/Offer Closing Date; K. Do not submit your Bid after 3.00 p.m. on the Bid/Offer Closing Date; L. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be, after you have submitted a Bid to any of the Designated Intermediary; M. If you are a QIB, do not submit your Bid after 3 p.m. on the Bid/Offer Closing Date for QIBs; N. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids above ₹500,000; O. Do not Bid for Equity Shares in excess of what is specified for each category; P. In case of ASBA Bidders and UPI Bidders using UPI mechanism, do not submit more than one Bid cum Application Form per ASBA Account or UPI ID, respectively; Q. Do not make the Bid cum Application Form using third party bank account or using third party linked bank account UPI ID; R. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms in a color prescribed for another category of Bidder; S. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant constitutional documents or otherwise; T. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid depository accounts as per Demographic Details provided by the depository); U. Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for exceeds the Offer size and/or investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations, or under the terms of the Red Herring Prospectus; V. Do not submit the General Index Register (GIR) number instead of the PAN; W. Do not submit incorrect details of the DP ID, Client ID, the PAN and UPI ID, if applicable, or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer; X. Do not submit the ASBA Forms to any Designated Intermediary that is not authorized to collect the relevant ASBA Forms or to our Company; Y. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If you are RIB and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs; Z. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for 507blocking in the relevant ASBA account; AA. Anchor Investors should not Bid through the ASBA process; BB. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary; CC. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be, after you have submitted a Bid to any of the Designated Intermediaries; DD. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case of Bids submitted by UPI Bidders using the UPI Mechanism; EE. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an SCSB or a bank which is not mentioned in the list provided in the SEBI website is liable to be rejected; FF. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding using the UPI Mechanism; and GG. Do not Bid if you are an OCB. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Further, in case of any pre-Offer or post-Offer related offers regarding share certificates/demat credit/refund orders/unblocking etc., investors shall reach out to the Company Secretary and Compliance Officer. For details of the Company Secretary and Compliance Officer, see “General Information” on page 105. Further, helpline details of the BRLMs pursuant to the SEBI RTA Master Circular and the SEBI ICDR Master Circular are set out in the table below: S. No. Name of the BRLM Website Telephone 1. Cumulative Capital Private Limited [●] [●] 2. Catalyst Capital Partners Private Limited [●] [●] Grounds for Technical Rejection In addition to the grounds for rejection of Bids on technical grounds as provided in the General Information Document, Bidders are requested to note that Bids maybe rejected on the following additional technical grounds: 1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount; 2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form; 3. Bids submitted on a plain paper; 4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application or UPI handle, not listed on the website of SEBI; 5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a third party linked bank account UPI ID (subject to availability of information regarding third party account from Sponsor Banks); 6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary; 7. Bids submitted without the signature of the First Bidder or sole Bidder; 8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder; 9. ASBA Form by the UPI Bidders by using third party bank accounts or using third party linked bank account UPI IDs 10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for credit” in terms of SEBI circular no. CIR/MRD/DP/ 22 /2010 dated July 29, 2010; 11. GIR number furnished instead of PAN; 12. Bids by RIBs Bidding in the Retail Portion with Bid Amount of a value of more than ₹200,000; 13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations, guidelines and approvals; 14. Bids accompanied by stock invest, money order, postal order or cash; and 15. Bids by QIBs uploaded after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional Bidders uploaded after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIBs uploaded after 5.00 p.m. on the Bid/ Offer Closing Date, unless extended by the Stock Exchanges. 508Further, Bidders shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular and the SEBI RTA Master Circular, as applicable to the RTAs in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. Further, in case of any pre- offer or post offer related offers regarding share certificates/demat credit/refund orders/unblocking etc., investors shall reach out the Company Secretary and Compliance Officer. For details of the Company Secretary and Compliance Officer, see “General Information” beginning on page 105. Names of entities responsible for 509inalizing the basis of allotment in a fair and proper manner The authorized employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall ensure that the Basis of Allotment is finalized in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations. Method of allotment as may be prescribed by SEBI from time to time Our Company will not make any allotment in excess of the Equity Shares through the Red Herring Prospectus and the Prospectus except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock Exchange. The allotment of Equity Shares to Bidders other than to the RIBs, NIBs and Anchor Investors shall be on a proportionate basis within the respective investor categories and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined and disclosed. The Allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot, subject to the availability of shares in Retail Individual Investor category, and the remaining available shares, if any, shall be allotted on a proportionate basis. Not less than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non- Institutional Bidders shall be reserved for applicants with an application size of more than ₹200,000 and up to ₹1,000,000, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹1,000,000, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of Non- Institutional Bidders. The allotment to each Non-Institutional Bidder shall not be less than the Minimum NIB Application Size, subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares. The allotment of Equity Shares to each Retail Individual Bidder and Non-Institutional Bidder shall not be less than the minimum bid lot, subject to the availability of shares in the Retail Portion and Non-Institutional Bidder, and the remaining available shares, if any, shall be allotted on a proportionate basis. Payment into Escrow Accounts for Anchor Investors Our Company, in consultation with the BRLMs, in its absolute discretion, will decide the list of Anchor Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be notified to such Anchor Investors. Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT) to the Escrow Account(s). For Anchor Investors, the payment instruments for payment into the Escrow Account(s) should be drawn in favor of: (a) In case of resident Anchor Investors: “[●]”; and (b) In case of Non-Resident Anchor Investors: “[●]”. Anchor Investors should note that the escrow mechanism is not prescribed by the SEBI and has been established as an arrangement between our Company, the Selling Shareholders, the Syndicate, the Escrow Collection Bank and the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors. 509Pre-Offer and Price Band Advertisement Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus with the RoC, publish a pre-Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in: all editions of [●] (a widely circulated English national daily newspaper) and all editions of [●] (a widely circulated Hindi national daily newspaper) and all editions of [●] (a widely circulated Marathi daily newspaper, Marathi being the regional language of Maharashtra, where our Registered Office is located). In the Pre-Offer and Price Band advertisement, we shall state the Bid/Offer Opening Date and the Bid/Offer Closing Date. The advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations. Allotment advertisement The Allotment Advertisement shall be uploaded on the websites of our Company, BRLMs and Registrar to the Offer, before 9:00 p.m. IST, on the second Working Day after the Bid/ Offer Closing Date, provided such final listing and trading approval from each of BSE and NSE is received prior to 9:00 p.m. IST on such day. In the event that the final listing and trading approval from each of BSE and NSE is received post 9:00 p.m. IST on the second Working Day after the Bid/ Offer Closing Date, then the Allotment Advertisement shall be uploaded on the websites of our Company, BRLMs and Registrar to the Offer, following the receipt of final listing and trading approval from each of BSE and NSE. Our Company, the BRLMs and the Registrar shall publish an allotment advertisement not later than one Working Day after the date of commencement of trading, disclosing the date of commencement of trading in all editions of the English national daily newspaper, all editions of [●], a widely circulated Hindi national daily newspaper, and all editions of [●], a Marathi daily newspaper with wide circulation (Marathi also being the regional language of Maharashtra, where our Registered Office is located), each with wide circulation. Signing of the Underwriting Agreement and the RoC Filing (a) Our Company, the Selling Shareholders and the Underwriters intend to enter into an Underwriting Agreement on or immediately after the finalization of the Offer Price but prior to the filing of Prospectus. (b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in accordance with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus will contain details of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting arrangements and will be complete in all material respects. Impersonation Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, which is reproduced below: “Any person who: (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under Section 447.” The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹1 million or 1% of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than ₹1 million or one per cent of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹5 million or with both. 510Undertakings by our Company Our Company undertakes the following: • adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders; • the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily; • all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed within three Working Days of the Bid/Offer Closing Date or such other time as may be prescribed by the SEBI or under any applicable law shall be taken; • if Allotment is not made within the prescribed time period under applicable law, the entire Bid amount received will be refunded/unblocked within the time prescribed under applicable law, failing which interest will be due to be paid to the Bidders at the rate prescribed under applicable law for the delayed period; • the funds required for making refunds (to the extent applicable) to unsuccessful Bidders as per the mode(s) disclosed shall be made available to the Registrar to the Offer by our Company; • where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be sent to the Bidder within the time prescribed under applicable law, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund; • no further offer of the Equity Shares shall be made until the Equity Shares issued through the Red Herring Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on account of non-listing, under- subscription, etc.; and • if our Company, in consultation with the BRLMs withdraws the Offer after the Bid/ Offer Closing Date and thereafter determines that it will proceed with an offer of the Equity Shares, it shall be required to file a fresh draft red herring prospectus with the SEBI. Undertakings by the Selling Shareholders The Selling Shareholders, severally and not jointly, undertake the following: • they are the legal and beneficial owners of the respective Equity Shares offered by them in the Offer for Sale; • the respective Equity Shares offered by them in the Offer for Sale are free and clear of any encumbrances and shall be transferred to the successful Bidders within the time specified under applicable law. • they have authorized our Company to take such necessary steps in relation to the completion of Allotment and dispatch of the Allotment Advice and CAN, if required, and refund orders to the extent of Equity Shares offered by them in the Offer for Sale; • they shall not have any recourse to the proceeds of the Offer for Sale until final listing and trading approvals have been received from the Stock Exchanges; • they shall comply with all applicable laws, including the Companies Act, the SEBI ICDR Regulations, the FEMA and all applicable circulars, guidelines and regulations issued by the SEBI and the RBI, each in relation to the respective Equity Shares offered by them in the Offer for Sale to the extent that such compliance is the obligation of such Selling Shareholders; • they shall provide reasonable support and extend such reasonable cooperation as may be required by our Company and the BRLMs in redressal of such investor grievances that pertain to their portion of the Offered Shares; and • they shall provide reasonable assistance to our Company and the BRLMs to ensure that the Equity Shares offered by them in the Offer shall be transferred to the successful Bidders within the specified time period under applicable law. Utilization of Net Proceeds Our Company and the Selling Shareholders, severally and not jointly, specifically confirm that all monies received out of the Offer shall be credited/transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act. 511Withdrawal of the Offer Our Company, in consultation with the BRLMs, reserves the right to not proceed with the Offer, in whole or part thereof, after the Bid/Offer Opening Date but before the Allotment. In the event that our Company, in consultation with the BRLMs, decide not to proceed with the Offer, our Company shall issue a public notice in the newspapers in which the pre-Offer advertisements were published, within two working days of the Bid/Offer Closing Date or such other time as may be prescribed by the SEBI, providing reasons for not proceeding with the Offer. In such event, the BRLMs through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Banks, as applicable, to unblock the Bid Amounts in the bank accounts of the ASBA Bidders and the BRLMs shall notify the Escrow Collection Bank to release the Bid Amounts of the Anchor Investors and any other investors, as applicable, within one Working Day from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchanges on which the Equity Shares are proposed to be listed. If our Company, in consultation with the BRLMs, withdraws the Offer after the Bid/Offer Closing Date and thereafter determine that they will proceed with a fresh issue or offer for sale of Equity Shares, our Company shall file a fresh draft red herring prospectus with the SEBI. Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final RoC approval of the Prospectus after it is filed with the RoC and (ii) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment. 512RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment. The Government of India has from time to time made policy pronouncements on foreign direct investment (“FDI”) through press notes and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (earlier known as the Department of Industrial Policy and Promotion) (“DPIIT”), issued the FDI Policy, which, with effect from October 15, 2020 consolidated, subsumed and superseded all previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect as at and prior to October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular. The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided that: (i) the activities of the investee company are under the automatic route under the FDI Policy and transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure—Bids by Eligible NRIs” and “Offer Procedure—Bids by FPIs” each on page 499 and 500 respectively. In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Offer. Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will require prior approval of the Government, as prescribed in the FDI Policy and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval of the Government. Furthermore, on April 22, 2020, the Ministry of Finance, Government of India has also made a similar amendment to the FEMA Rules. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the investments of such bank or fund in India. Each Bidder should seek independent legal advice about its ability to participate in the Offer. In the event such prior approval of the Government of India is required, and such approval has been obtained, the Bidder shall intimate our Company and the Registrar to the Offer in writing about such approval along with a copy thereof within the Bid/Offer Period. For further details, see “Offer Procedure” on page 494. The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and unless so registered, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United States in ‘offshore transactions’ as defined in and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales are made. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other 513jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under 514SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION Pursuant to the Companies Act and the SEBI ICDR Regulations, the Description of Equity Shares and Terms of the Articles of Association are detailed below. Capitalised terms used in this section have the meaning given to them in the Articles of Association. Each provision below is numbered as per the corresponding article number in the Articles of Association and defined terms herein have the meaning given to them in the Articles of Association. The following regulations comprised in these Articles of Association were adopted pursuant to members’ resolution passed at the Extraordinary General Meeting held on, October 14, 2021 in substitution for and to the entire exclusion of, the regulations contained in the existing Articles of Association of the Company. THE COMPANIES ACT, 2013 THE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF HEXAGON NUTRITION LIMITED PRELIMINARY The Articles of the Company comprise of two parts, Part A and Part B, which shall be applicable in the following manner: a. Till the time of listing and trading of equity shares of the Company on a recognised stock exchange in India, Part A and Part B shall, unless the context otherwise requires, co-exist with each other. Notwithstanding anything contained herein, in the event of any conflict between the provisions of Part A and Part B of these Articles, the provisions of Part B of these Articles shall prevail. b. Part B shall automatically terminate, be deleted and cease to have any force and effect upon the listing of equity shares of the Company proposed to be transferred/ issued pursuant to an initial public offering of the equity shares of the Company on a recognised stock exchange in India, without any further action by the Company, the Board of Directors or by the Shareholders. PART A 1. (1) The regulations contained in the Table marked ‘F’ in Schedule I to Table ‘F’ not to apply the Companies Act, 2013 shall not apply to the Company, except in so far as the same are repeated, contained or expressly made applicable in these Articles or by the said Act. (2) The regulations for the management of the Company and for the Company to be observance by the members thereto and their representatives, shall, governed by these subject to any exercise of the statutory powers of the Company with Articles reference to the deletion or alteration of or addition to its regulations by resolution as prescribed or permitted by the Companies Act, 2013, be such as are contained in these Articles. Definitions and Interpretation 2. (1) In these Articles — (a) “Act” means the Companies Act, 2013 (including the “Act” relevant rules framed thereunder) or any statutory 515modification or re-enactment thereof for the time being in force and the term shall be deemed to refer to the applicable section thereof which is relatable to the relevant Article in which the said term appears in these Articles and any previous company law, so far as may be applicable. (b) “Applicable Laws” means all applicable statutes, laws, “Applicable Laws” ordinances, rules and regulations, judgments, notifications circulars, orders, decrees, bye-laws, guidelines, or any decision, or determination, or any interpretation, policy or administration, having the force of law, including but not limited to, any authorization by any authority, in each case as in effect from time to time (c) “Articles” means these articles of association of the “Articles” Company or as altered from time to time. (d) “Board of Directors” or “Board”, means the collective body “Board of Directors” or of the Directors of the Company nominated and appointed “Board” from time to time in accordance with Articles 84 to 90, herein, as may be applicable. (e) “Company” means Hexagon Nutrition Limited “Company” (f) “Lien” means any mortgage, pledge, charge, assignment, “Lien” hypothecation, security interest, title retention, preferential right, option (including call commitment), trust arrangement, any voting rights, right of set-off, counterclaim or banker’s lien, privilege or priority of any kind having the effect of security, any designation of loss payees or beneficiaries or any similar arrangement under or with respect to any insurance policy; (g) “Rules” means the applicable rules for the time being in force “Rules” as prescribed under relevant sections of the Act. (h) “Memorandum” means the memorandum of association of “Memorandum” the Company or as altered from time to time. (2) Words importing the singular number shall include the plural number “Number” and and words importing the masculine gender shall, where the context “Gender” admits, include the feminine and neuter gender. (3) Unless the context otherwise requires, words or expressions Expressions in the contained in these Articles shall bear the same meaning as in the Act Articles to bear the same or the Rules, as the case may be. meaning as in the Act Share capital and variation of rights 3. The authorized share capital of the Company shall be such amount Authorized share capital and be divided into such shares as may from time to time, be provided in Clause V of Memorandum of Association with power to reclassify, subdivide, consolidate and increase and with power from time to time, to issue any shares of the original capital or any new capital and upon the sub-division of shares to apportion the right to participate in profits, in any manner as between the shares resulting from sub- division. 4. Subject to the provisions of the Act and these Articles, the shares in Shares under control of the capital of the Company shall be under the control of the Board Board who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par (subject to the compliance with the provision of section 53 of the Act) and at such time as they may from time to time think fit provided that the option or right to call for shares shall not be given to any person or persons without the sanction of the Company in the general meeting. 5. Subject to the provisions of the Act, these Articles and with the Board may allot shares sanction of the Company in the general meeting to give to any person otherwise than for cash 516or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Board think fit, the Board may issue, allot or otherwise dispose shares in the capital of the Company on payment or part payment for any property or assets of any kind whatsoever sold or transferred, goods or machinery supplied or for services rendered to the Company in the conduct of its business and any shares which may be so allotted may be issued as fully paid-up or partly paid-up otherwise than for cash, and if so issued, shall be deemed to be fully paid-up or partly paid- up shares, as the case may be, provided that the option or right to call of shares shall not be given to any person or persons without the sanction of the Company in the general meeting. 5A The Company may issue the following kinds of shares in accordance Kinds of share capital with these Articles, the Act, the Rules and other Applicable Laws: (a) Equity Share capital: (i) with voting rights; and / or (ii) with differential rights as to dividend, voting or otherwise in accordance with the Rules; and (b) Preference share capital 6. (1) Every person whose name is entered as a member in the register of Issue of certificate members shall be entitled to receive within two months after allotment or within one month from the date of receipt by the Company of the application for the registration of transfer or transmission, sub-division, consolidation or renewal of shares or within such other period as the conditions of issue shall provide – (a) one or more certificates in marketable lots for all his shares of each class or denomination registered in his name without payment of any charges; or (b) several certificates, each for one or more of his shares, upon payment of Rupees Twenty for each certificate or such charges as may be fixed by the Board for each certificate after the first. (2) In respect of any share or shares held jointly by several persons, the Issue of share certificate Company shall not be bound to issue more than one certificate, and in case of joint holding delivery of a certificate for a share to the person first named on the register of members shall be sufficient delivery to all such holders. (3) Every certificate shall specify the shares to which it relates, distinctive Option to receive share numbers of shares in respect of which it is issued and the amount paid- certificate or hold shares up thereon and shall be in such form as the Board may prescribe and with depository approve. 7. A person subscribing to shares offered by the Company shall have the Option to receive share option either to receive certificates for such shares or hold the shares certificate or hold shares in a dematerialized state with a depository, in which event the rights with depository and obligations of the parties concerned and matters connected therewith or incidental thereof, shall be governed by the provisions of the Depositories Act, 1996 as amended from time to time, or any statutory modification thereto or re-enactment thereof. Where a person opts to hold any share with the depository, the Company shall intimate such depository the details of allotment of the share to enable the depository to enter in its records the name of such person as the 517beneficial owner of that share. The Company shall also maintain a register and index of beneficial owners in accordance with all applicable provisions of the Companies Act, 2013 and the Depositories Act, 1996 with details of shares held in dematerialized form in any medium as may be permitted by law including in any form of electronic medium. 8. If any certificate be worn out, defaced, mutilated or torn or if there be Issue of new certificate in no further space on the back for endorsement of transfer, then upon place of one defaced, lost production and surrender thereof to the Company, a new certificate or destroyed may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the Company and on execution of such indemnity as the Board deems adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of fees not less than Rupees twenty and not more than Rupees fifty for each certificate as may be fixed by the Board. Provided that no fee shall be charged for issue of new certificates in replacement of those which are old, defaced or worn out or where there is no further space on the back thereof for endorsement of transfer. Provided that notwithstanding what is stated above, the Board shall comply with such rules or regulations or requirements of any stock exchange or the rules made under the Act or rules made under the Securities Contracts (Regulation) Act,1956 or any other act, or rules applicable thereof in this behalf. 8A Except as required by Applicable Laws, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by Applicable Laws) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. 8B Subject to the applicable provisions of the Act and other Applicable Terms of issue of Laws, any debentures, debenture-stock or other securities may be debentures issued at a premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination, and with any privileges and conditions as to redemption, surrender, drawing, allotment of shares and attending (but not voting) at a general meeting, appointment of nominee directors, etc. Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in a general meeting by special resolution. 9. The provisions of the foregoing Articles relating to issue of certificates Provisions as to issue of shall mutatis mutandis apply to issue of certificates for any other certificates to apply securities including debentures (except where the Act otherwise mutatis mutandis to requires) of the Company. debentures, etc. 10. (1) The Company may exercise the powers of paying commissions Power to pay conferred by the Act, to any person in connection with the subscription commission in to its securities, provided that the rate per cent or the amount of the connection with commission paid or agreed to be paid shall be disclosed in the manner securities issued required by the Act and the Rules. (2) The rate or amount of the commission shall not exceed the rate or Rate of commission in amount prescribed in the Rules. accordance with Rules (3) The commission may be satisfied by the payment of cash or the Mode of payment of 518allotment of fully or partly paid shares or partly in the one way and commission partly in the other. 11. (1) If at any time the share capital is divided into different classes of Variation of members’ shares, the rights attached to any class (unless otherwise provided by rights the terms of issue of the shares of that class) may, subject to the provisions of the Act, and whether or not the Company is being wound up, be varied with the consent in writing, of such number of the holders of the issued shares of that class, or with the sanction of a resolution passed at a separate meeting of the holders of the shares of that class, as prescribed by the Act. (2) To every such separate meeting, the provisions of these Articles Provisions as to general relating to general meetings shall mutatis mutandis apply. meetings to apply mutatis mutandis to each Meeting 12. The rights conferred upon the holders of the shares of any class issued Issue of further shares not with preferred or other rights shall not, unless otherwise expressly to affect rights of existing provided by the terms of issue of the shares of that class, be deemed members to be varied by the creation or issue of further shares ranking pari passu therewith. 13. Subject to section 55 and other provisions of the Act, the Board shall Power to issue have the power to issue or re-issue preference shares of one or more redeemable preference classes which are liable to be redeemed, or converted to equity shares, shares on such terms and conditions and in such manner as determined by the Board in accordance with the Act. 14. (1) Where at any time, the Company proposes to increase its subscribed Further issue of share capital by issue of further shares, either out of the unissued capital or capital the increased share capital, such shares shall be offered: to persons who, at the date of offer, are holders of Equity Shares of the Company, in proportion as near as circumstances admit, to the share capital paid up on those shares by sending a letter of offer on the following conditions : - the aforesaid offer shall be made by a notice specifying the number of shares offered and limiting a time prescribed under the Act from the date of the offer within which the offer, if not accepted, will be deemed to have been declined the aforementioned offer shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person and the notice mentioned in sub-Article (i), above shall contain a statement of this right; and after the expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of Directors may dispose of them in such manner which is not disadvantageous to the shareholders and the Company; or to employees under any scheme of employees’ stock option, subject to a special resolution passed by the Company and subject to the conditions as specified under the Act and Rules thereunder; or to any persons, if it is authorized by a special resolution passed by the Company in a General Meeting, whether or not those persons include the persons referred to in clause (a) or clause (b) above, either for cash 519or for consideration other than cash, subject to applicable provisions of the Act and Rules thereunder. The notice referred to in sub-clause (i) of sub-Article (a) shall be dispatched through registered post or speed post or through electronic mode to all the existing Members at least 3 (three) days before the opening of the issue. The provisions contained in this Article shall be subject to the provisions of the section 42 and section 62 of the Act, the rules thereunder and other applicable provisions of the Act. (2) Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of an option as a term attached to the debentures issued or loans raised by the Company to convert such debenture or loans into shares in the Company. Provided that the terms of issue of such debentures or loan containing such an option have been approved before the issue of such debenture or the raising of loan by a special resolution passed by the Company in general meeting. (3) A further issue of shares may be made in any manner whatsoever as Mode of further issue of the Board may determine including by way of preferential offer or shares private placement, subject to and in accordance with the Act and the Rules. 15. (1) The Company shall have a first and paramount Lien – Company’s lien on shares (a) on every share (not being a fully paid share) and upon the proceeds of sale thereof for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and (b) on all shares (not being fully paid shares) standing registered in the name of a member, for all monies presently payable by him or his estate to the Company: Provided that the Board may at any time declare any share to be wholly or in part exempt from the provisions of this Article. Provided further that Company’s lien, if any, on such partly paid shares, shall be restricted to money called or payable at a fixed price in respect of such shares. (2) The Company’s Lien, if any, on a share shall extend to all dividends Lien to extend to or interest, as the case may be, payable and bonuses declared from dividends, etc. time to time in respect of such shares for any money owing to the Company. (3) Unless otherwise agreed by the Board, the registration of a transfer of Waiver of Lien in case of shares shall operate as a waiver of the Company’s Lien. registration 16. The Company may sell, in such manner as the Board thinks fit, any As to enforcing Lien by shares on which the Company has a Lien: sale Provided that no sale shall be made— (a) unless a sum in respect of which the Lien exists is presently payable; or (b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect 520of which the Lien exists as is presently payable, has been given to the registered holder for the time being of the share or to the person entitled thereto by reason of his death or insolvency or otherwise. 17. (1) To give effect to any such sale, the Board may authorize some person Validity of sale to transfer the shares sold to the purchaser thereof. (2) The purchaser shall be registered as the holder of the shares comprised Purchaser to be registered in any such transfer. holder (3) The receipt of the Company for the consideration (if any) given for Validity of Company’s the share on the sale thereof shall (subject, if necessary, to execution receipt of an instrument of transfer or a transfer by relevant system, as the case may be) constitute a good title to the share and the purchaser shall be registered as the holder of the share. (4) The purchaser shall not be bound to see to the application of the Purchaser not affected purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings with reference to the sale 18. (1) The proceeds of the sale shall be received by the Company and applied Application of proceeds in payment of such part of the amount in respect of which the Lien of sale exists as is presently payable. (2) The residue, if any, shall, subject to a like Lien for sums not presently Payment of residual payable as existed upon the shares before the sale, be paid to the money person entitled to the shares at the date of the sale. 19. The provisions of these Articles relating to Lien shall mutatis Provisions as to Lien to mutandis apply to any other securities including debentures of the apply mutatis mutandis Company. to debentures, etc. Calls on shares 20. (1) The Board may, from time to time, make calls upon the members in Board may make Calls respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times. (2) Each member shall, subject to receiving at least fourteen days’ notice Notice of call specifying the time or times and place of payment, pay to the Company, at the time or times and place so specified, the amount called on his shares. (3) A call may be revoked or postponed at the discretion of the Board Revocation or postponement of call 21. A call shall be deemed to have been made at the time when the Call to take effect from resolution of the Board authorizing the call was passed and may be date of resolution required to be paid by instalments. 22. The joint holders of a share shall be jointly and severally liable to pay Liability of joint holders all calls in respect thereof. of shares 23. (1) If a sum called in respect of a share is not paid before or on the day When interest on call or appointed for payment thereof (the “due date”), the person from whom instalment payable the sum is due shall pay interest thereon from the due date to the time of actual payment at such rate as may be fixed by the Board. (2) The Board shall be at liberty to waive payment of any such interest Board may waive interest wholly or in part. 24. (1) Any sum which by the terms of issue of a share becomes payable on Sums deemed to be calls allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these Articles, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable. (2) In case of non-payment of such sum, all the relevant provisions of Effect of nonpayment of these Articles as to payment of interest and expenses, forfeiture or sums otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 25. The Board – Payment in anticipation of calls may carry interest 521(a) may, if it thinks fit, subject to the provisions of the Act, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him; and (b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate as may be fixed by the Board. Nothing contained in this clause shall confer on the member (a) any right to participate in profits or dividends or (b) any voting rights in respect of the moneys so paid by him until the same would, but for such payment, become presently payable by him. The Directors may at any time repay the amount so advanced. 26. If by the conditions of allotment of any shares, the whole or part of Installments on shares to the amount of issue price thereof shall be payable by installments, then be duly paid every such installment shall, when due, be paid to the Company by the person who, for the time being and from time to time, is or shall be the registered holder of the share or the legal representative of a deceased registered holder. 27. All calls shall be made on a uniform basis on all shares falling under Calls on shares of same the same class. class to be on uniform basis Explanation: Shares of the same nominal value on which different amounts have been paid-up shall not be deemed to fall under the same class. 28. The provisions of these Articles relating to calls shall mutatis Provisions as to calls to mutandis apply to any other securities including debentures of the apply mutatis mutandis Company. to debentures, etc. Transfer of shares 29. (1) A common form of transfer shall be used and the instrument of Instrument of transfer to transfer of any share in the Company shall be in writing which shall be executed by transferor be duly executed by or on behalf of both the transferor and transferee and transferee and all provisions of section 56 of the Act and statutory modification thereof for the time being shall be duly complied with in respect of all transfer of shares and registration thereof. (2) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. 30. The Board may, subject to the right of appeal conferred by the section Board may refuse to 58 of the Act decline to register – register transfer (a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or (b) any transfer of shares on which the Company has a Lien. The registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever. 31. The Board may decline to recognize any instrument of transfer unless- Board may decline to recognize instrument of (a) the instrument of transfer is duly executed and is in the form as transfer prescribed in the Rules made under sub-section (1) of section 56 of the Act; (b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board 522may reasonably require to show the right of the transferor to make the transfer; and (c) the instrument of transfer is in respect of only one class of shares. The registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever. 32. On giving of previous notice of at least seven days or such lesser Transfer of shares when period in accordance with the Act and Rules made thereunder, the suspended registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty five days in the aggregate in any year. 33A Subject to the provisions of sections 58 and 59 of the Act, these Notice of refusal to Articles and other applicable provisions of the Act or any other register transfer Applicable Laws for the time being in force, the Board may refuse whether in pursuance of any power of the Company under these Articles or any other Applicable Laws to register the transfer of, or the transmission by operation of Applicable Laws of the right to, any shares or interest of a member in or debentures of the Company. The Company shall within one (1) month from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to Company, or such other period as may be prescribed, send notice of the refusal to the transferee and the transferor or to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal. Provided that, subject to provisions of Article 32, the registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever. Transfer of shares/debentures in whatever lot shall not be refused. 34 The provisions of these Articles relating to transfer of shares shall Provisions as to transfer mutatis mutandis apply to any other securities including debentures of of shares to apply mutatis the Company. mutandis to debentures, etc. Transmission of shares 35. (1) On the death of a member, the survivor or survivors where the member Title to shares on death of was a joint holder, and his nominee or nominees or legal a member representatives where he was a sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares. (2) Nothing in clause (1) shall release the estate of a deceased joint holder Estate of deceased from any liability in respect of any share which had been jointly held member liable by him with other persons. 36. (1) Any person becoming entitled to a share in consequence of the death Transmission Clause or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either – (a) to be registered himself as holder of the share; or (b) to make such transfer of the share as the deceased or insolvent 523member could have made. (2) The Board shall, in either case, have the same right to decline or Board’s right unaffected suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency. 37. (1) If the person so becoming entitled shall elect to be registered as holder Right to election of of the share himself, he shall deliver or send to the Company a notice holder of share in writing signed by him stating that he so elects. (2) If the person aforesaid shall elect to transfer the share, he shall testify Manner of testifying his election by executing a transfer of the share. election (3) All the limitations, restrictions and provisions of these regulations Limitations applicable to relating to the right to transfer and the registration of transfers of notice shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. 38. A person becoming entitled to a share by reason of the death or Claimant to be entitled to insolvency of the holder shall be entitled to the same dividends and same advantage other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company: Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been complied with. 39. The provisions of these Articles relating to transmission by operation Provisions as to of law shall mutatis mutandis apply to any other securities including transmission to apply debentures of the Company mutatis mutandis to debentures, etc. 39A No fee shall be charged for registration of transfer, transmission, No fee for transfer or probate, succession certificate and letters of administration, certificate transmission of death or marriage, power of attorney or similar other document Forfeiture of shares 40. If a member fails to pay any call, or instalment of a call or any money If call or instalment not due in respect of any share, on the day appointed for payment thereof, paid notice must be given the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid or a judgement or decree in respect thereof remains unsatisfied in whole or in part, serve a notice on him requiring payment of so much of the call or instalment or other money as is unpaid, together with any interest which may have accrued and all expenses that may have been incurred by the Company by reason of non-payment. 41. The notice aforesaid shall: Form of Notice (a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and (b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited. 42. If the requirements of any such notice as aforesaid are not complied In default of payment of with, any share in respect of which the notice has been given may, at shares to be forfeited any time thereafter, before the payment required by the notice has 524been made, be forfeited by a resolution of the Board to that effect. 43. When any share shall have been so forfeited, notice of the forfeiture Entry of forfeiture in shall be given to the defaulting member and an entry of the forfeiture register of members with the date thereof, shall forthwith be made in the register of members. 44. The forfeiture of a share shall involve extinction at the time of Effect of forfeiture forfeiture, of all interest in and all claims and demands against the Company, in respect of the share and all other rights incidental to the share. 45. (1) A forfeited share shall be deemed to be the property of the Company Forfeited shares may be and may be sold or re-allotted or otherwise disposed of either to the sold, etc. person who was before such forfeiture the holder thereof or entitled thereto or to any other person on such terms and in such manner as the Board thinks fit. (2) At any time before a sale, re-allotment or disposal as aforesaid, the Cancellation of forfeiture Board may cancel the forfeiture on such terms as it thinks fit. 46. (1) A person whose shares have been forfeited shall cease to be a member Members still liable to in respect of the forfeited shares, but shall, notwithstanding the pay money owing at the forfeiture, remain liable to pay, and shall pay, to the Company all time of forfeiture monies which, at the date of forfeiture, were presently payable by him to the Company in respect of the shares. (2) The liability of such person shall cease if and when the Company shall Cesser of liability have received payment in full of all such monies in respect of the shares. 47. (1) A duly verified declaration in writing that the declarant is a director, Certificate of forfeiture the manager or the secretary of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share; (2) The Company may receive the consideration, if any, given for the Title of purchaser and share on any sale, re-allotment or disposal thereof and may execute a transferee of forfeited transfer of the share in favour of the person to whom the share is sold shares or disposed of; (3) The transferee shall thereupon be registered as the holder of the share; Transferee to be and registered as holder (4) The transferee shall not be bound to see to the application of the Transferee not affected purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share. 48. Upon any sale after forfeiture or for enforcing a Lien in exercise of Validity of sales the powers hereinabove given, the Board may, if necessary, appoint some person to execute an instrument for transfer of the shares sold and cause the purchaser’s name to be entered in the register of members in respect of the shares sold and after his name has been entered in the register of members in respect of such shares the validity of the sale shall not be impeached by any person. 49. Upon any sale, re-allotment or other disposal under the provisions of Cancellation of share the preceding Articles, the certificate(s), if any, originally issued in certificate in respect of respect of the relative shares shall (unless the same shall on demand forfeited shares by the Company has been previously surrendered to it by the defaulting member) stand cancelled and become null and void and be of no effect, and the Board shall be entitled to issue a duplicate certificate(s) in respect of the said shares to the person(s) entitled thereto. 50. The Board may, subject to the provisions of the Act, accept a surrender Surrender of share of any share from or by any member desirous of surrendering them on certificates 525such terms as they think fit. 51. The provisions of these Articles as to forfeiture shall apply in the case Sums deemed to be calls of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. 52. The provisions of these Articles relating to forfeiture of shares shall Provisions as to mutatis mutandis apply to any other securities including debentures of forfeiture of shares to the Company. apply mutatis mutandis to debentures, etc. Alteration of capital 53. Subject to the provisions of the Act, the Company may, by ordinary Power to alter share resolution - capital (a) increase the share capital by such sum, to be divided into shares of such amount as it thinks expedient; (b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares: Provided that any consolidation and division which results in changes in the voting percentage of members shall require applicable approvals under the Act; (c) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination; (d) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the Memorandum; (e) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person. 54. Where shares are converted into stock: Right of stockholders (a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same Articles under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit: Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose; (b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the Company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage; 526(c) such of these Articles of the Company as are applicable to paid- up shares shall apply to stock and the words “share” and “shareholder”/ “member” shall include “stock” and “stock- holder” respectively. 55. The Company may, by resolution as prescribed by the Act, reduce in Reduction of capital any manner and in accordance with the provisions of the Act and the Rules, — (a) its share capital; and/or (b) any capital redemption reserve account; and/or (c) any securities premium account; and/or (d) any other reserve in the nature of share capital. 56. Where two or more persons are registered as joint holders (not more Joint holders than three) of any share, they shall be deemed (so far as the Company is concerned) to hold the same as joint tenants with benefits of survivorship, subject to the following and other provisions contained in these Articles: (a) The joint-holders of any share shall be liable severally as well as Liability of Joint holders jointly for and in respect of all calls or instalments and other payments which ought to be made in respect of such share. (b) On the death of any one or more of such joint-holders, the Death of one or more survivor or survivors shall be the only person or persons joint-holders recognized by the Company as having any title to the share but the Board may require such evidence of death as they may deem fit, and nothing herein contained shall be taken to release the estate of a deceased joint-holder from any liability on shares held by him jointly with any other person. (c) Any one of such joint holders may give effectual receipts of any Receipt of one Sufficient dividends, interests or other moneys payable in respect of such share. (d) Only the person whose name stands first in the register of Delivery of certificate members as one of the joint-holders of any share shall be entitled and giving of notice to to the delivery of certificate, if any, relating to such share or to first named holder receive notice (which term shall be deemed to include all relevant documents) and any notice served on or sent to such person shall be deemed service on all the joint-holders. (e) (i) Any one of two or more joint-holders may vote at any meeting Vote of joint holders either personally or by attorney or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of such joint holders be present at any meeting personally or by proxy or by attorney then that one of such persons so present whose name stands first or higher (as the case may be) on the register in respect of such shares shall alone be entitled to vote in respect thereof. (ii) Several executors or administrators of a deceased member in Executors or whose (deceased member) sole name any share stands, shall for administrators as joint the purpose of this clause be deemed joint-holders. holders (f) The provisions of these Articles relating to joint holders of shares Provisions as to joint shall mutatis mutandis apply to any other securities including holders as to shares to debentures of the Company registered in joint names. apply mutatis mutandis to debentures, etc. Capitalization of profits 57. (1) The Company by ordinary resolution in general meeting may, upon Capitalization the recommendation of the Board, resolve — 527(a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and (b) that such sum be accordingly set free for distribution in the manner specified in clause (2) below amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. (2) The sum aforesaid shall not be paid in cash but shall be applied, Sum how applied subject to the provision contained in clause (3) below, either in or towards: (A) paying up any amounts for the time being unpaid on any shares held by such members respectively; (B) paying up in full, unissued shares or other securities of the Company to be allotted and distributed, credited as fully paid-up, to and amongst such members in the proportions aforesaid; (C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B). (3) A securities premium account and a capital redemption reserve account or any other permissible reserve account may, for the purposes of this Article, be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus shares; (4) The Board shall give effect to the resolution passed by the Company in pursuance of these Article. 58. (1) Whenever such a resolution as aforesaid shall have been passed, the Powers of the Board for Board shall – capitalization (a) make all appropriations and applications of the amounts resolved to be capitalized thereby, and all allotments and issues of fully paid shares or other securities, if any; and (b) generally do all acts and things required to give effect thereto. (2) The Board shall have power— Board’s power to issue fractional certificate/ (a) to make such provisions, by the issue of fractional coupon etc. certificates/coupons or by payment in cash or otherwise as it thinks fit, for the case of shares or other securities becoming distributable in fractions; and (b) to authorize any person to enter, on behalf of all the members entitled thereto, into an agreement with the Company providing for the allotment to them respectively, credited as fully paid-up, of any further shares or other securities to which they may be entitled upon such capitalization, or as the case may require, for the payment by the Company on their behalf, by the application thereto of their respective proportions of profits resolved to be capitalized, of the amount or any part of the amounts remaining unpaid on their existing shares. (3) Any agreement made under such authority shall be effective and Agreement binding on binding on such members. members Buy-back of shares 59. Notwithstanding anything contained in these Articles but subject to all Buy-back of shares 528applicable provisions of the Act or any other Applicable Laws for the time being in force, the Company may purchase its own shares or other specified securities. General meetings 60. All general meetings other than annual general meeting shall be called Extraordinary general extraordinary general meeting. meeting 61. The Board may, whenever it thinks fit, call an extraordinary general Powers of Board to call meeting. extraordinary general meeting Proceedings at general meetings 62. No business shall be transacted at any general meeting unless a Presence of Quorum quorum of members is present at the time when the meeting proceeds to business. 63. No business shall be discussed or transacted at any general meeting Business confined to except election of Chairperson whilst the chair is vacant. election of Chairperson whilst chair vacant 64. The quorum for a general meeting shall be as provided in the Act. Quorum for general meeting 65. If at any meeting no director is willing to act as Chairperson or if no Members to elect a director is present within fifteen minutes after the time appointed for Chairperson holding the meeting, the members present shall, by poll or electronically, choose one of their members to be Chairperson of the meeting. 66. On any business at any general meeting, in case of an equality of votes, Casting vote of whether on a show of hands or electronically or on a poll, the Chairperson at general Chairperson shall have a second or casting vote. meeting 67. (1) The Company shall cause minutes of the proceedings of every general Minutes of proceedings meeting of any class of members or creditors and every resolution of meetings and passed by postal ballot to be prepared and signed in such manner as resolutions passed by may be prescribed by the Rules and kept by making within thirty days postal ballot of the conclusion of every such meeting concerned or passing of resolution by postal ballot entries thereof in books kept for that purpose with their pages consecutively numbered. (2) There shall not be included in the minutes any matter which, in the Certain matters not to be opinion of the Chairperson of the meeting – included in Minutes (a) is, or could reasonably be regarded, as defamatory of any person; or (b) is irrelevant or immaterial to the proceedings; or (c) is detrimental to the interests of the Company. (3) The Chairperson shall exercise an absolute discretion in regard to the Discretion of inclusion or non-inclusion of any matter in the minutes on the grounds Chairperson in relation to specified in the aforesaid clause. Minutes (4) The minutes of the meeting kept in accordance with the provisions of Minutes to be Evidence the Act shall be evidence of the proceedings recorded therein. 68. (1) The books containing the minutes of the proceedings of any general Inspection of minute meeting of the Company or a resolution passed by postal ballot shall: books of general meeting (a) be kept at the registered office of the Company; and (b) be open to inspection of any member without charge, during business hours on all working days. (2) Any member shall be entitled to be furnished, within the time Members may obtain prescribed by the Act, after he has made a request in writing in that copy of minutes behalf to the Company and on payment of such fees as may be fixed 529by the Board, with a copy of any minutes referred to in clause (1) above. Adjournment of meeting 69. (1) The Chairperson may, suo motu, adjourn the meeting from time to Chairperson may adjourn time and from place to place. the meeting (2) No business shall be transacted at any adjourned meeting other than Business at adjourned the business left unfinished at the meeting from which the meeting adjournment took place. (3) When a meeting is adjourned for thirty days or more, notice of the Notice of adjourned adjourned meeting shall be given as in the case of an original meeting. meeting (4) Save as aforesaid, and save as provided in the Act, it shall not be Notice of adjourned necessary to give any notice of an adjournment or of the business to meeting not required be transacted at an adjourned meeting. Voting rights 70. Subject to any rights or restrictions for the time being attached to any Entitlement to vote on class or classes of shares - show of hands and on poll (a) on a show of hands, every member present in person shall have one vote; and (b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up Equity Share capital of the company. 71. A member may exercise his vote at a meeting by electronic means in Voting through accordance with the Act and shall vote only once. electronic means 72. (1) In the case of joint holders, the vote of the senior who tenders a vote, Vote of joint holders whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. (2) For this purpose, seniority shall be determined by the order in which Seniority of names the names stand in the register of members. 73. A member of unsound mind, or in respect of whom an order has been How members non made by any court having jurisdiction in lunacy, may vote, whether compos mentis and on a show of hands or on a poll, by his committee or other legal minor may vote guardian, and any such committee or guardian may, on a poll, vote by proxy. If any member be a minor, the vote in respect of his share or shares shall be by his guardian or any one of his guardians. 74. Any business other than that upon which a poll has been demanded Business may proceed may be proceeded with, pending the taking of the poll. pending poll 75. No member shall be entitled to vote at any general meeting unless all Restriction on voting calls or other sums presently payable by him in respect of shares in rights the Company have been paid or in regard to which the Company has exercised any right of Lien. 76. A member is not prohibited from exercising his voting on the ground Restriction on exercise of that he has not held his share or other interest in the Company for any voting rights in other specified period preceding the date on which the vote is taken, or on cases to be void any other ground not being a ground set out in the preceding Article. 77. Any member whose name is entered in the register of members of the Equal rights of members Company shall enjoy the same rights and be subject to the same liabilities as all other members of the same class. Proxy 78. (1) Any member entitled to attend and vote at a general meeting may do Member may vote in so either personally or through his constituted attorney or through person or otherwise another person as a proxy on his behalf, for that meeting. (2) The instrument appointing a proxy and the power-of attorney or other Proxies when to be authority, if any, under which it is signed or a notarized copy of that deposited power or authority, shall be deposited at the registered office of the Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the 530instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. 79. An instrument appointing a proxy shall be in the form as prescribed in Form of proxy the Rules. 80. A vote given in accordance with the terms of an instrument of proxy Proxy to be valid shall be valid, notwithstanding the previous death or insanity of the notwithstanding death of principal or the revocation of the proxy or of the authority under which the principal the proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. Board of Directors 81. Unless otherwise determined by the Company in general meeting, the Board of Directors number of directors shall not be less than 3 (three) and shall not be more than fifteen (fifteen). 81A The Directors shall not be required to hold any qualification shares in the Company. 82 (1) The Board of Directors shall appoint the Chairperson of the Company. Chairperson and Managing Director The same individual may, at the same time, be appointed as the Chairperson as well as the Managing Director of the Company. (2) The Board shall have the power to determine the directors whose Directors not liable to period of office is or is not liable to determination by retirement of retire by rotation directors by rotation. 83. (1) The remuneration of the directors shall, in so far as it consists of a Remuneration of monthly payment, be deemed to accrue from day-to-day. Directors (2) The remuneration payable to the directors, including manager, if any, Remuneration to require shall be determined in accordance with and subject to the provisions members’ consent of the Act by an ordinary resolution passed by the Company in general meeting. (3) In addition to the remuneration payable to them in pursuance of the Travelling and other Act, the directors may be paid all travelling, hotel and other expenses expenses properly incurred by them— (a) in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the Company; or (b) in connection with the business of the Company. (4) Subject to the provisions of these Articles and the provisions of the Sitting Fees Act, the Board may, decide to pay a Director out of funds of the Company by way of sitting fees, within the ceiling prescribed under the Act, a sum to be determined by the Board for each meeting of the Board or any committee or sub-committee thereof attended by him in addition to his traveling, boarding and lodging and other expenses incurred APPOINTMENT AND REMUNERATION OF DIRECTORS 84. Subject to the provisions of the Act and these Articles, the Board of Appointment Directors, may from time to time, appoint one or more of the Directors to be Managing Director or Managing Directors or other whole-time Director(s) of the Company, for a term not exceeding five years at a time and may, from time to time, (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their 531place or places and the remuneration of Managing or Whole-Time Director(s) by way of salary and commission shall be in accordance with the relevant provisions of the Act. 84 Subject to the provisions of the Act, the Board shall appoint Independent Director Independent Directors, who shall have appropriate experience and qualifications to hold a position of this nature on the Board. 85. Subject to the provisions of section 196, 197 and 188 read with Remuneration Schedule V to the Act, the Directors shall be paid such further remuneration, whether in the form of monthly payment or by a percentage of profit or otherwise, as the Company in General meeting may, from time to time, determine and such further remuneration shall be divided among the Directors in such proportion and in such manner as the Board may, from time to time, determine and in default of such determination shall be divided among the Directors equally or if so determined paid on a monthly basis. 86. Subject to the provisions of these Articles, and the provisions of the Payment for Extra Act, if any Director, being willing, shall be called upon to perform Service extra service or to make any special exertions in going or residing away from the place of his normal residence for any of the purposes of the Company or has given any special attendance for any business of the Company, the Company may remunerate the Director so doing either by a fixed sum or otherwise as may be determined by the Director 87. All cheques, promissory notes, drafts, hundis, bills of exchange and Execution of negotiable other negotiable instruments, and all receipts for monies paid to the instruments Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine. 88. (1) Subject to the provisions of the Act, the Board shall have power at any Appointment of time, and from time to time, to appoint a person as an additional additional directors director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the Articles. (2) Such person shall hold office only up to the date of the next annual Duration of office of general meeting of the Company but shall be eligible for appointment additional director by the Company as a director at that meeting subject to the provisions of the Act. 89. (1) The Board may appoint an alternate director to act for a director Appointment of alternate (hereinafter in this Article called “the Original Director”) during his director absence for a period of not less than three months from India. No person shall be appointed as an alternate director for an independent director unless he is qualified to be appointed as an independent director under the provisions of the Act. (2) An alternate director shall not hold office for a period longer than that Duration of office of permissible to the Original Director in whose place he has been alternate director appointed and shall vacate the office if and when the Original Director returns to India (3) If the term of office of the Original Director is determined before he Re-appointment returns to India the automatic reappointment of retiring directors in provisions applicable to default of another appointment shall apply to the Original Director and Original Director not to the alternate director. 90. (1) If the office of any director appointed by the Company in general Appointment of director meeting is vacated before his term of office expires in the normal to fill a casual vacancy course, the resulting casual vacancy may, be filled by the Board of Directors at a meeting of the Board. (2) The director so appointed shall hold office only up to the date upto Duration of office of which the director in whose place he is appointed would have held Director appointed to fill 532office if it had not been vacated. casual vacancy Powers of Board 91. The management of the business of the Company shall be vested in General powers of the the Board and the Board may exercise all such powers, and do all such Company vested in acts and things, as the Company is by the Memorandum or otherwise Board authorized to exercise and do, and, not hereby or by the statute or otherwise directed or required to be exercised or done by the Company in general meeting but subject nevertheless to the provisions of the Act and other Applicable Laws and of the Memorandum and these Articles and to any regulations, not being inconsistent with the Memorandum and these Articles or the Act, from time to time made by the Company in general meeting provided that no such regulation shall invalidate any prior act of the Board which would have been valid if such regulation had not been made. Proceedings of the Board 92. (1) The Board of Directors may meet for the conduct of business, adjourn When meeting to be and otherwise regulate its meetings, as it thinks fit. convened Provided, that the Board of Directors shall hold meetings at least once in every three months and at least four times every calendar year. (2) The Chairperson or any one Director with the previous consent of the Who may summon Board Chairperson may, or the company secretary on the direction of the meeting Chairperson shall, at any time, summon a meeting of the Board. (3) The quorum for a Board meeting shall be as provided in the Act. Quorum for Board meetings (4) The participation of directors in a meeting of the Board may be either Participation at Board in person or through video conferencing or audio visual means or meetings teleconferencing, as may be prescribed by the Rules or permitted under Applicable Laws. (5) At least 7 (seven) Days’ written notice shall be given in writing to Notice of Board meetings every Director by hand delivery or by speed-post or by registered post or by facsimile or by email or by any other electronic means, either (i) in writing, or (ii) by fax, e-mail or other approved electronic communication, receipt of which shall be confirmed in writing as soon as is reasonably practicable, to each Director, setting out the agenda for the meeting in reasonable detail and attaching the relevant papers to be discussed at the meeting and all available data and information relating to matters to be discussed at the meeting except as otherwise agreed in writing by all the Directors. 93. (1) Save as otherwise expressly provided in the Act, questions arising at Questions at Board any meeting of the Board shall be decided by a majority of votes. meeting how decided (2) In case of an equality of votes, the Chairperson of the Board, if any, Casting vote of shall have a second or casting vote. Chairperson at Board meeting 94. The continuing directors may act notwithstanding any vacancy in the Directors not to act when Board; but, if and so long as their number is reduced below the quorum number falls below fixed by the Act for a meeting of the Board, the continuing directors minimum or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the Company, but for no other purpose. 95. (1) The Chairperson of the Company shall be the Chairperson at meetings Who to preside at of the Board. In his absence, the Board may elect a Chairperson of its meetings of the Board meetings and determine the period for which he is to hold office. (2) If no such Chairperson is elected, or if at any meeting the Chairperson Directors to elect a is not present within fifteen minutes after the time appointed for Chairperson 533holding the meeting, the directors present may choose one of their number to be Chairperson of the meeting 96. (1) The Board may, subject to the provisions of the Act, delegate any of Delegation of powers its powers to Committees consisting of such member or members of its body as it thinks fit. (2) Any Committee so formed shall, in the exercise of the powers so Committee to conform to delegated, conform to any regulations that may be imposed on it by Board regulations the Board. (3) The participation of directors in a meeting of the Committee may be Participation at either in person or through video conferencing or audio visual means Committee meetings or teleconferencing, as may be prescribed by the Rules or permitted under Applicable Laws. 97. (1) A Committee may elect a Chairperson of its meetings unless the Chairperson of Board, while constituting a Committee, has appointed a Chairperson Committee of such Committee. (2) If no such Chairperson is elected, or if at any meeting the Chairperson Who to preside at is not present within fifteen minutes after the time appointed for meetings of Committee holding the meeting, the members present may choose one of their members to be Chairperson of the meeting. 98. (1) A Committee may meet and adjourn as it thinks fit. Committee to meet (2) Questions arising at any meeting of a Committee shall be determined Questions at Committee by a majority of votes of the members present. meeting how decided (3) In case of an equality of votes, the Chairperson of the Committee shall Casting vote of have a second or casting vote. Chairperson at Committee meeting 99. All acts done in any meeting of the Board or of a Committee thereof Acts of Board or or by any person acting as a director, shall, notwithstanding that it may Committee valid be afterwards discovered that there was some defect in the notwithstanding defect of appointment of any one or more of such directors or of any person appointment acting as aforesaid, or that they or any of them were disqualified or that his or their appointment had terminated, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. 100. Save as otherwise expressly provided in the Act, a resolution in Passing of resolution by writing, signed, whether manually or by secure electronic mode, by a Circulation majority of the members of the Board or of a Committee thereof, for the time being entitled to receive notice of a meeting of the Board or Committee, shall be valid and effective as if it had been passed at a meeting of the Board or Committee, duly convened and held. Chief Executive Officer, Manager, Company Secretary and Chief Financial Officer 101. (a) Subject to the provisions of the Act, - Chief Executive Officer, etc. A chief executive officer, manager, company secretary and chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any chief executive officer, manager, company secretary and chief financial officer so appointed may be removed by means of a resolution of the Board; the Board may appoint one or more chief executive officers for its multiple businesses. (b) A director may be appointed as chief executive officer, manager, Director may be chief company secretary or chief financial officer. executive officer, etc. Registers 102. The Company shall keep and maintain at its registered office all Statutory registers statutory registers namely, register of charges, register of members, register of debenture holders, register of any other security holders, the register and index of beneficial owners and annual return, register 534of loans, guarantees, security and acquisitions, register of investments not held in its own name and register of contracts and arrangements for such duration as the Board may, unless otherwise prescribed, decide, and in such manner and containing such particulars as prescribed by the Act and the Rules. The registers and copies of annual return shall be open for inspection during business hours on all working days, at the registered office of the Company by the persons entitled thereto on payment, where required, of such fees as may be fixed by the Board but not exceeding the limits prescribed by the Rules. 103. (a) The Company may exercise the powers conferred on it by the Act with Foreign register regard to the keeping of a foreign register; and the Board may (subject to the provisions of the Act) make and vary such regulations as it may think fit respecting the keeping of any such register. (b) The foreign register shall be open for inspection and may be closed, and extracts may be taken therefrom and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to the register of members. Dividends and Reserve 104. The Company in general meeting may declare dividends, but no Company in general dividend shall exceed the amount recommended by the Board but the meeting may declare Company in general meeting may declare a lesser dividend. dividends 105. Subject to the provisions of the Act, the Board may from time to time Interim dividends pay to the members such interim dividends of such amount on such class of shares and at such times as it may think fit. 106. (1) The Board may, before recommending any dividend, set aside out of Dividends only to be paid the profits of the Company such sums as it thinks fit as a reserve or out of profits reserves which shall, at the discretion of the Board, be applied for any purpose to which the profits of the Company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may, from time to time, think fit. (2) The Board may also carry forward any profits which it may consider Carry forward of Profits necessary not to divide, without setting them aside as a reserve. 107. (1) Subject to the rights of persons, if any, entitled to shares with special Division of profits rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares. (2) No amount paid or credited as paid on a share in advance of calls shall Payments in advance be treated for the purposes of this Article as paid on the share. (3) All dividends shall be apportioned and paid proportionately to the Dividends to be amounts paid or credited as paid on the shares during any portion or apportioned portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. 108. (1) The Board may deduct from any dividend payable to any member all No member to receive sums of money, if any, presently payable by him to the Company on dividend whilst indebted account of calls or otherwise in relation to the shares of the Company. to the Company and Company’s right to reimbursement therefrom 535(2) The Board may retain dividends payable upon shares in respect of Retention of dividends which any person is, under the Transmission Clause hereinbefore contained, entitled to become a member, until such person shall become a member in respect of such shares. 109. (1) Any dividend, interest or other monies payable in cash in respect of Dividend how remitted shares may be paid by electronic mode or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct. (2) Every such cheque or warrant shall be made payable to the order of Instrument of Payment the person to whom it is sent. (3) Payment in any way whatsoever shall be made at the risk of the person Discharge to Company entitled to the money paid or to be paid. The Company will not be responsible for a payment which is lost or delayed. The Company will be deemed to having made a payment and received a good discharge for it if a payment using any of the foregoing permissible means is made. 110. Any one of two or more joint holders of a share may give effective Receipt of one holder receipts for any dividends, bonuses or other monies payable in respect sufficient of such share. 111. No dividend shall bear interest against the Company. No interest on dividends 112. The waiver in whole or in part of any dividend on any share by any Waiver of dividends document shall be effective only if such document is signed by the member (or the person entitled to the share in consequence of the death or bankruptcy of the holder) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Board. UNPAID OR UNCLAIMED DIVIDEND 113. (1) Where the Company has declared a dividend but which has not been Transfer of unclaimed paid or claimed within thirty (30) days from the date of declaration, dividend the Company shall, within seven (7) days from the date of expiry of the said period of thirty (30) days, transfer the total amount of dividend which remains unpaid or unclaimed, to a special account to be opened by the Company in that behalf in any scheduled bank subject to the applicable provisions of the Act and the Rules made thereunder. (2) Any money transferred to the unpaid dividend account of the Transfer to IEPF Company which remains unpaid or unclaimed for a period of seven Account (7) years from the date of such transfer, shall be transferred by the Company to the Investor Education and Protection Fund established under section 125 of the Act. Any person claiming to be entitled to an amount may apply to the authority constituted by the Central Government for the payment of the money claimed. (3) No unclaimed or unpaid dividend shall be forfeited by the Board until Forfeiture of unclaimed the claim becomes barred by Applicable Laws. dividend Accounts 114. (1) The books of account and books and papers of the Company, or any Inspection by Directors of them, shall be open to the inspection of directors in accordance with the applicable provisions of the Act and the Rules. (2) No member (not being a director) shall have any right of inspecting Restriction on inspection any books of account or books and papers or document of the by members Company except as conferred by Applicable Laws or authorized by the Board. 536Winding up 115. Subject to the applicable provisions of the Act and the Rules made Winding up of Company thereunder – (a) If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the Company, whether they shall consist of property of the same kind or not. (b) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. (c) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. Indemnity and Insurance 116. (a) Subject to the provisions of the Act, every director, managing director, Directors and officers whole-time director, manager, company secretary and other officer of right to indemnity the Company shall be indemnified by the Company out of the funds of the Company, to pay all costs, losses and expenses (including travelling expense) which such director, manager, company secretary and officer may incur or become liable for by reason of any contract entered into or act or deed done by him in his capacity as such director, manager, company secretary or officer or in any way in the discharge of his duties in such capacity including expenses. (b) Subject as aforesaid, every director, managing director, manager, company secretary or other officer of the Company shall be indemnified against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgement is given in his favour or in which he is acquitted or discharged or in connection with any application under applicable provisions of the Act in which relief is given to him by the Court. (c) The Company may take and maintain any insurance as the Board may Insurance think fit on behalf of its present and/or former directors and key managerial personnel for indemnifying all or any of them against any liability for any acts in relation to the Company for which they may be liable but have acted honestly and reasonably. General Power 117. Wherever in the Act, it has been provided that the Company shall have General power any right, privilege or authority or that the Company could carry out any transaction only if the Company is so authorized by its Articles, then and in that case this Article authorizes and empowers the Company to have such rights, privileges or authorities and to carry out such transactions as have been permitted by the Act, without there being any specific Article in that behalf herein provided. At any point of time from the date of adoption of these Articles, if the Articles are or become contrary to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (the “Listing Regulations”), the provisions of the Listing Regulations shall prevail over the Articles to such extent and the Company shall discharge all of its obligations as prescribed under the Listing Regulations, from time to time. 537PART B1 PRELIMINARY (a) Subject to the requirements of applicable Law, in the event of any conflict between the provisions of Part A and Part B, the provisions of Parts B of these Articles shall prevail in all events. (b) Notwithstanding anything to the contrary contained in Part A of these Articles, the provisions contained in Part B of these Articles shall also apply to the Company and its Shareholders and in the event of any inconsistency or contradiction between the provisions of Part B of these Articles and Part A of these Articles and / or between Part B of these Articles, the provisions of Part B of these Articles shall override and prevail over the provisions of Part A of these Articles. The Company and its Shareholders shall take all such actions as may be required in their respective capacities including exercise of their voting rights to amend the Articles to give effect to the provisions contained in Part B of these Articles, subject to the Companies Act, 2013. The voting rights of the CCPS shall be in terms of the provisions of these Articles. (c) Without limiting the generality of the foregoing, any provision in Part A that imposes any restriction, requirement or obligation with respect to the transfer of Shares or any other securities of the Company, or which requires a Shareholder to vote in a certain manner, shall not be applicable to the Investors. For the avoidance of doubt, it is clarified that the provisions of Part B shall be applicable to, and bind, all the Shareholders of the Company and to the Company itself. (d) Unless specifically provided in the Part B, the Investor (as defined hereafter) shall not be bound by, or subject to, any duties, obligations or covenants under Articles of Part A of the Articles, whether as a Shareholder or otherwise. Without limiting the generality of the foregoing, any provision in Articles of Part A of the Articles, that imposes any restriction, requirement or obligation with respect to Transfer (as defined hereafter) of Securities (as defined hereafter) or any other securities of the Company, or which requires a Shareholder to vote in a certain manner, shall not be applicable to the Investor. The provisions of this Part B shall be applicable to, and bind, all the Shareholders of the Company. 1. DEFINITIONS AND INTERPRETATION 1.1. Definitions. Unless otherwise defined in the Articles, the following terms when capitalized shall have the have the meaning set out as follows. All capitalized terms not defined under this Article shall have the meaning assigned to them in the other parts of these Articles when defined for use in bold letters enclosed within quotes (“”). 1.1.1. “ABAC Laws” means any law, rule or regulation relating to bribery, corruption, financial crime, anti- terrorism, terrorism financing, anti-money laundering, sanctions, export controls, trade embargoes and travel bans, in each case, as applicable to the Company and any of the Group Companies, and including, without limitation, the economic sanctions and regulations of a regulatory authority, any European Union restrictive measure that has been implemented pursuant to any European Council or Commission Regulation or Decision adopted pursuant to a Common Position in furtherance of the European Union's Common Foreign and Security Policy (including UK Bribery Act, 2010, the Foreign Corrupt Practices Act, 1977, Prevention of Corruption Act, 1988); 1.1.2. “Act” or “Companies Act” shall mean the Companies Act, 2013, as amended from time to time, and the Companies Act, 1956 (to the extent that it may continue to remain in force); 1.1.3. “Affected Rights” shall have the meaning ascribed to it in Article 6.2.6; 1 PART B has been amended via special resolution passed in the Extra-Ordinary General Meeting of the Company held on 20th February 2025. 5381.1.4. “Affiliate” in the case of: a. any subject Person other than a natural Person, any other Person that, either directly or indirectly through one or more intermediate Persons and whether alone or in combination with one or more other Persons, Controls, is Controlled by or is under common Control with the subject Person, and b. any subject Person that is a natural Person any other Person who is the father, mother, son, daughter, spouse or grandparent of such subject Person; 1.1.5. “Affirmative Vote Items” shall mean and refer to the matters which can be acted upon by the Company only upon receiving the Investor’s affirmative votes, and shall have the meaning ascribed to it in Article 12.1; 1.1.1 “Agreement” or “Shareholders Agreement” means the amended and restated shareholders agreement executed by and amongst Arun Kelkar, Subhash Kelkar, Vikram Kelkar, Dr. Nikhil Kelkar, Anuradha Kelkar, Malani Ventures Private Limited and the Company dated 5 February 2025 and as the same may be amended from time to time in accordance with the provisions hereof and shall include all the Annexures and/or Schedules thereto; 1.1.6. “Articles” means the Articles of Association of the Company as originally framed and altered from time to time; 1.1.7. “Big Six Accounting Firms” shall mean the following firms of auditors or their recognised affiliates in India, viz: (a) KPMG, (b) Price Waterhouse Coopers, (c) Deloitte Touche Tohmatsu, (d) Ernst & Young; (e) Grant Thornton; and (f) BDO; 1.1.8. “Board” or “Board of Directors” means the board of directors of the Company as constituted from time to time 1.1.9. “Budget” shall have the meaning ascribed to it in Article 6.3.1; 1.1.10. “Business Day” shall mean any day other than: (a) a Saturday or a Sunday; or (b) a public holiday, on which banks are not open for business in Mumbai; or (c) in the context of a payment being made to or from a scheduled commercial bank in a place other than India, any public holiday in such other place; 1.1.11. “Business means the business of manufacturing and trading of micronutrient premixes, nutraceuticals and clinical products and shall include business currently carried on by the Company or at any point in time hereafter; 1.1.12. “Business Plan” means the business plan of the Company duly prepared by Promoters and approved by the Investor, which shall include the business strategy, project details, project costs, means of finance including for working capital, projected financial statements including profit and loss account, balance sheet, cash flow statements, detailed breakdown of working capital and capital expenditure and key performance indicators and employee headcount, which would form the basis of management of the Business of the Company and shall include the Initial Business Plan and Subsequent Business Plan; 1.1.13. “Cause” shall mean the occurrence of any one or more of the following in relation to a Promoter: a. any act or omission involving moral turpitude or fraud (including misappropriation of Company's funds) as determined by the Independent Firm; b. gross negligence or wilful misconduct causing losses or damage to the Company; c. material breach of the terms of employment agreement of a Promoter; d. a Promoter being found guilty of sexual harassment at the workplace by the internal complaints committee constituted under the means the Sexual Harassment at the Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and the rules and/ or regulations framed thereunder (as amended from time to time); or e. conviction of the Promoter for any criminal offence punishable with imprisonment. 1.1.14. “CCPS” means 0.0001% (zero point zero zero zero one percent) cumulative compulsorily convertible preference shares having a face value of INR 10 /- (Indian Rupees Ten only) having the terms set out in 539Annexure IV; 1.1.15. “Competitor” shall have the meaning ascribed to the term in the Agreement; 1.1.16. “Confidential Information” shall have the meaning ascribed to the term ‘Confidential Information’ under the SPA; 1.1.17. “Consent” means any permit, permission, license, approval, authorization, certification, covenant, consent, clearance, waiver, order, ruling, no objection certificate or other authorization of whatever nature and by whatever name called which is required to be granted by any Governmental Authority, the creditors or under any applicable Law; 1.1.18. “Control” (including, with its correlative meanings, the term “under common control with”), as used with respect to any Shareholder, means: (a) the beneficial ownership or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether by ownership of voting securities, by contract or otherwise; or (b) the power to elect more than one-half of the directors, partners or other individuals exercising similar authority with respect to such Person; or (c) the possession, directly or indirectly, of a voting interest of more than 50% (fifty percent); or (d) power to direct the management or policies of such Person, by contract or otherwise; 1.1.19. “Corrupt Practice” means the promising, offering, giving, making, insisting on, receiving, accepting or soliciting, directly or indirectly, of any illegal payment or undue advantage of any nature, to or by any Person, with the intention of influencing the actions of any Person or causing any Person to refrain from any action; 1.1.20. “Deed of Adherence” shall be the deed of adherence executed substantially in the form as set forth in Annexure II (Deed of Adherence); 1.1.21. “Director” means a director of the Company for the time being; 1.1.22. “Effective Date” shall have the meaning ascribed to the term in the Shareholders’ Agreement; 1.1.23. “Electronic Mode” means any video conferencing facility i.e. audio visual electronic communication facility employed by the Company which enables all Persons participating in that meeting to communicate concurrently with each other without an intermediary and to participate effectively in the meeting; 1.1.24. “Employee/s” means either confirmed or permanent employee of the Group Companies working in India or outside India and includes an officer or Key Management Team and any other Persons who are under probation in accordance with the terms of appointment letters issued by the Group Companies. An Employee shall continue to be an employee during the period of any leave of absence approved by the Group Companies or transfers between locations of the Group Companies or any successor thereof; 1.1.25. “Encumbrance” shall mean any mortgage, pledge, trust, equitable interest, assignment by way of security, conditional sales contract, hypothecation, right of other Persons, claim, security interest, encumbrance, burden, title defect, title retention agreement, lease, sub-lease, license, occupancy agreement, easement, covenants, condition, encroachment, voting trust agreement, interest, option, lien, charge, commitment, restriction or limitation or refusal, proxy, charge or other restrictions or limitations of any nature whatsoever, including restriction on use, voting rights, right of first offer, transfer, receipt of income or exercise of any other attribute of ownership, right of set-off, any arrangement (for the purpose of, or which has the effect of, granting security), or any other security interest of any kind whatsoever, or any agreement, contract arrangement, commitment or undertaking, whether conditional or otherwise, to create any of the same; 1.1.26. “Equity Shares” means equity shares in the issued, subscribed and paid up equity share capital of the Company with ordinary dividend and voting rights, having a face value of INR 1 (Indian Rupee One) each; 5401.1.27. “Erstwhile Transaction Documents” shall mean the Existing SHA, Existing SHA First Amendment, Existing SHA Second Amendment, the SSA and any and all deeds, documents, letters executed or proposed to be executed between the Shareholders to in connection with the foregoing; 1.1.28. “ESOP” shall mean the employee stock option plan/scheme implemented or to be implemented by the Company for issuance of Equity Shares to its Employees; 1.1.29. “Existing SHA” shall mean shareholders’ agreement dated 8 November 2016 executed amongst Somerset Group, Company and the Promoters; 1.1.30. “Existing SHA First Amendment” means the amendment agreement dated 7 December 2021 executed amongst the Somerset Group, Company and the Promoters, to amend certain terms in the Existing SHA; 1.1.31. “Existing SHA Second Amendment” means the amendment agreement to the Existing SHA, dated 5 October 2021 to amend certain terms in the Existing SHA; 1.1.32. “Exit Transaction” shall have the meaning ascribed to it in Article 5.1; 1.1.33. “Fair Market Value” or “FMV” means the market value per Security as determined on an arm’s length basis by an independent valuer appointed mutually by the Company and the Investor, from among the Big Six Accounting Firms, or any other firm as mutually decided by the Company and Investor. In the event that either party does not agree with the Fair Market Value determined by the first independent valuer, then a second independent valuer will be appointed mutually by the Shareholders. If there is any difference in the fair market value determined by the two independent valuers then the Fair Market Value of the Securities will be the average of the two values determined by the two independent valuers; 1.1.34. “Finance Head” means any person who is heading the finance department of the Company; 1.1.35. “Financial Year” or “FY” means the financial year of the Company commencing on April 1 every year and ending on March 31 of the following year, or such other financial year of the Company as the Company may from time to time legally designate as its financial year; 1.1.36. “Governmental Authority” shall have meaning given to it in the SPA; 1.1.37. “Group Company(ies)” means the Company and its Subsidiaries (present or future) and joint venture companies (if any), to the extent relevant to the Business of the Company; 1.1.38. “HNCL” shall mean Hexagon Nutrition China Limited, an incorporated under the laws of Hong Kong, having its office at Level 54, Hopewell Center, 183 Queen's Road East, Hong Kong; 1.1.39. “HNEPL” shall mean Hexagon Nutrition (Exports) Private Limited, a company registered under the Companies Act having CIN U15139MH2012PTC409199; 1.1.40. “HNHPL” shall mean Hexagon Nutrition Healthcare Private Limited, a company registered under the Companies Act having CIN U15549MH2019PTC326941; 1.1.41. “HNIPL” shall mean Hexagon Nutrition International Private Limited, a company registered under the Companies Act having CIN U15146TN2012PTC089163; 1.1.42. “HNLLC” shall mean Hexagon Nutrition Limited Liability Company, an incorporated entity existing under the laws of Uzbekistan, having its address at 2, Sugdiyona Street of Sergeli District, Tashkent City, Uzbekistan; 1.1.43. “HNPTY” shall mean Hexagon Nutrition Proprietary Limited, an incorporated entity incorporated under the laws of South Africa, having its address at 2nd Floor, 4 Fricker Road, Illovo, South Africa, 2196; 1.1.44. “Independent Firm” shall mean BDO and in case BDO is not available or unwilling, to take up the assignment with respect to determination of Cause, then either of the following firms to be identified, in 541the following order of precedence: (a) Grant Thornton; and (b) KPMG. 1.1.45. “Initial Business Plan” shall mean have the meaning ascribed to it in Article 6.1.1; 1.1.46. “INR” means Indian Rupees, the currency and legal tender of the Republic of India for the time being in force; 1.1.47. “Insolvency Proceedings” shall mean insolvency proceedings of any character or form and without limitation would include: a. any proceedings of bankruptcy, liquidation, receivership, reorganization, composition, or arrangement, voluntary or involuntary, administration, or scheme with creditors, moratorium, interim or provisional supervision by the court or court appointee, whether in the jurisdiction of the place of incorporation or in any other jurisdiction, whether in or out of court; b. an application to a court for an order, or the making of any order, that the Company be wound up, that a liquidator or receiver be appointed or that it be placed in bankruptcy; c. the convening of a meeting or passing of a resolution to appoint a liquidator in the Company; d. a scheme of arrangement or composition with, or reconstruction arrangement or assignment for the benefit of or other arrangement with all or a class of creditors; e. the taking of any action to seize, take possession of or appoint a receiver and/or manager in respect of the Securities; or f. the taking of any action, which would render the Company ‘defunct’ under the Act; 1.1.48. “Intellectual Property” shall mean the following: (i) inventions and all patents, (ii) trademarks, service marks, trade dress, logos, trade names, service names, brandings, designs, corporate names, internet domain names, sub-domains, (iii) proprietary information, knowledge, copyrightable works and copyrights, (iv) trade secrets, (v) processes, products, know-how, drawings, models, (vi) technology, databases, programs, all computer software (including source code, executable code, data, databases, and related documentation), (vii) licenses, franchisees, formulae, formulations, and (viii) technical, intellectual or proprietary information and/or knowledge and rights with respect thereto (whether registered or not, and including applications to register or rights to apply for registration), developed or manufactured, or being developed or manufactured, or belonging to or in possession of the Company, whether used by it for its Business or otherwise, in each case, anywhere in the world, together with all of the goodwill associated therewith, derivative works and all other rights (including moral rights);. 1.1.49. “Investor” shall mean Malani Ventures Private Limited, a company incorporated under the Companies Act, 2013, with its registered office at 702, 7th Floor, Shah Trade Centre, Rani Sati Marg, Mumbai, Malad East, Maharashtra, India, 400097, and includes its successors and assigns; 1.1.50. “Investor Preference Shares” means 12,208,212 (one crore twenty two lakh eight thousand two hundred and twelve) CCPS of the Company, having such terms and conditions as set out in Annexure IV (Terms of Investor Preference Shares) hereto; 1.1.51. “IPO” shall have the meaning ascribed to it in Article 5.5.1; 1.1.52. “IRR” means the specified rate of return to be received by the Investor pre-Tax and pursuant to the payment of the Sale Consideration (as defined in the SPA) sufficient to cause the Investor to have received, as of the date of determination, an aggregate pre-Tax internal rate of return of such specified rate per annum on the aggregate of the amounts including the amounts paid by the said Investor. For such purposes, the IRR shall be calculated using the “XIRR” function in Microsoft Excel and using the amounts paid by the Investor as the investment “out-flows”, with dividends, redemption value, interest, all receipts in cash and kind (other than any payments related to indemnity or any expense reimbursements made to the Investor), securities (valued at issue price) and Liquidation Proceeds distributed to the Investor as “in-flows”; 1.1.53. “Key Management Team(s)” shall mean the Promoter, a Director on the Board of the Company or its Subsidiary excluding any independent Director, and/or the chief executive officer, chief operating officer, or chief financial officer or company secretary of the Company and each of the Subsidiaries, or 542such Persons holding equivalent designations in the Company and each of the Subsidiaries, initially consisting of the persons listed in Annexure IV of the Agreement; 1.1.54. “Law” includes all applicable statutes, enactments, acts of legislature or Parliament, laws, ordinances, rules, bye-laws, secretarial standards, regulations, notifications, guidelines, policies, treaty, rule, judgment, notification, decree, Consents, directions, directives, orders or regulations or other governmental or regulatory restriction or condition, or any similar form of decision of, or determination by, or interpretation of, having the force of law of any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter; 1.1.55. “Liquidation Event” means, without the consent of the Investor (where applicable),: (a) insolvency, or dissolution of the Company and/ or its Group Company as on the date of dissolution or entering into a compromise or arrangement by the Company or relevant Subsidiary with its creditors, or (b) a members’ or creditors’ voluntary winding-up process or a court directed winding-up process including sale of substantially all assets or Securities, restructuring/ reorganisation, merger, consolidation, acquisition or any form of corporate restructuring and/or change of Control, in each case, of the Company or the Group Companies, excluding however any inter se restructuring within the Group Companies subject to the terms hereof; 1.1.56. “Litigation” means and includes any action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry, or investigation of any nature, civil, criminal, regulatory or otherwise, in Law or in equity, pending or threatened (in writing) by or before any court, tribunal, arbitrator, or any Governmental Authority; 1.1.57. “Losses” shall have the meaning ascribed to the term ‘Losses’ under the SPA; 1.1.58. “Material Adverse Effect” means the occurrence of any change or effect (including but not limited to, change in applicable Law) that would have (or could reasonably be expected to have) a materially adverse impact on or the effect of, as the case may be: a. the Business, operations, assets, condition (financial or otherwise), operating results of the Company which results in a decrease in the fair market value of the Company by 20% (twenty percent) or more (such fair market value being determined by a reputed chartered accountant, nominated upon mutual agreement between the Investor and the Company) but shall exclude any general change in the industry in which the Company operates or any economic, financial or political conditions, provided the impact on the Company is not disproportional to other entities engaged in the same or similar business and (iii) where such event, change or effect which has arisen on the account of any change in economic, political, financial and market conditions beyond the control of the Company.; b. the ability of the Company and the Promoters to consummate the transactions contemplated herein; c. the validity, legality or enforceability of the rights or remedies of the Investor under the Transaction Documents; d. any consents, licenses, validity of intellectual property or approvals, in each case, that are critical for the Company to carry on the Business; e. termination of employment of any Person in the Key Management Team without the consent of the Investor; f. any payment or other default by the Company and/or the Subsidiaries with respect to their indebtedness under any of their financing documents which has resulted in the termination/acceleration of repayment of all or any material portion of the outstanding indebtedness of the Company and/or the Subsidiaries by one or more of its lenders; g. issuance of a court, tribunal or administrative order or decision of Governmental Authority, or change in applicable Law, restraining or prohibiting the transfer of the Relevant Shares; or h. commencement of any proceeding pertaining to a claim in respect of, any material breach of anti-corruption laws and/or anti-money laundering laws, which proceedings are not stayed by an order of competent Governmental Authority within 30 (thirty) days of commencement of such proceedings, in each case, unless agreed to by the Investor (in writing); 1.1.59. “Memorandum” means the Memorandum of Association of the Company as originally framed or altered 543from time to time; 1.1.60. “Person” means and includes an individual, a sole proprietorship, an association, a syndicate, a limited liability company, an unlimited liability company, a corporation, a firm, a partnership, a joint venture, a trust, an unincorporated organization, a joint stock company, or organization, body corporate, a Governmental Authority, a judicial authority, a natural person in his capacity as trustee, executor, administrator, or other legal representative and any other entity including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity; 1.1.61. “Promoters” shall mean Promoter 1, Promoter 2, Promoter 3, Promoter 4, Promoter 5, and Promoter 6, collectively; 1.1.62. “Promoter 1” shall mean Arun Kelkar, Indian inhabitant, aged 74 years, residing at Flat 1903, Floor-19, Wing B, Kabra Metroone-B, Pratap CHSL, Jai Prakash Road, Andheri (W), Mumbai – 400053, (bearing Permanent Account Number AABPK1878P); 1.1.63. “Promoter 2” shall mean Subhash Kelkar, Indian inhabitant, aged 65 years, residing at Flat No 02, Patil Parichay Apartment Near Old Gangapur Naka Patil Park, Behind Bon Vivant Hotel Nashik, Nashik – 422005, (bearing Permanent Account Number AHAPK5876F); 1.1.64. “Promoter 3” shall mean Vikram Kelkar, Indian inhabitant, aged 43 years, residing at B/6, Shubham CHSL, 7th Bunglow, Juhu Versova Link Road, Andheri (West), Mumbai - 400053, (bearing Permanent Account Number ANVPK0266A); 1.1.65. “Promoter 4” shall mean Dr. Nikhil Kelkar, Indian inhabitant, aged 46 years, residing at C/4, Shubham CHS Ltd, Juhu Versova Link Road, Above Banana Leaf Restaurant, Andheri West Mumbai 400053, (bearing Permanent Account Number AGYPK7281K); 1.1.66. “Promoter 5” shall mean Anuradha Kelkar, Indian inhabitant, aged 66 years, residing at Flat 1903, Floor-19, Wing B, Kabra Metroone-B, Pratap CHSL, Jai Prakash Road, Andheri (W), Mumbai - 400053, (bearing Permanent Account Number AGTPK7406R); 1.1.67. “Promoter 6” shall mean Aditya Kelkar, Indian inhabitant, aged 36 years, residing at The Imperial, Flat no. 103, 4th Floor, C Wing, Makhamalabad Link Road, next to Palm Shells Restaurant, Nashik - 422003, (bearing Permanent Account Number ARRPK9290J); 1.1.68. “QIPO” means a qualified initial public offering of Equity Shares (i) through a public issue of fresh Securities; or (ii) through an Offer for Sale; or (iii) a combination of (i) and (ii), which (a) results in the listing and commencement of trading of the Equity Shares on a Recognised Stock Exchange, and (b) is made in accordance with Article 3.1; 1.1.69. “Recognised Stock Exchange” means the BSE Limited; or the National Stock Exchange of India Limited; or such other Indian or international stock exchanges as may be agreed between the Investor and the Promoters in writing; 1.1.70. “Relevant Shares” shall mean: (a) 1100 (one thousand one hundred) Equity Shares of the Company each having a face value of INR 1 (Indian Rupee One only); and (b) Investor Preference Shares; 1.1.71. “Restricted Business” shall mean any business similar to the Business being conducted, whether as of this date by the Company or any of the Group Companies whether in India or overseas; 1.1.72. “Restricted Clients” shall mean any clients or customers or prospective clients or customers of the Group Companies at the relevant point in time when the term is reckoned by any of the Shareholders. The term “prospective clients” in this context shall mean any prospective client or customer of the Group Company with whom the Group Company is: (i) in the course of evaluating or negotiating a business arrangement; or (ii) proposes to evaluate or negotiate a client or customer arrangement during the immediately preceding twelve (12) calendar months from the date of such evaluation or negotiation; 5441.1.73. “Restricted Persons” shall mean each of the Promoters and their respective Affiliates; 1.1.74. “Restrictive Covenants” means the restrictive covenants pertaining to non – compete and non – solicitation of Restricted Clients and non – solicitation and non – hire of Employees; 1.1.75. “SEBI” means Securities and Exchange Board of India; 1.1.76. “SEBI Approval” means the approval obtained by the Company from SEBI for undertaking the QIPO in accordance with applicable Laws; 1.1.77. “Securities” shall mean securities of the Company and shall include any shares, equity linked securities or other instruments or securities, or any rights, options, warrants, or instruments entitling the holder to receive shares or any options to purchase or rights to subscribe for securities which by their terms are convertible into or exchangeable for Equity Shares, including the Relevant Shares; 1.1.78. “Shareholder” means any Person who holds Securities of the Company; 1.1.79. “Somerset Group” means: (a) Somerset Indus Healthcare Fund I Limited, company incorporated and existing under the laws of Mauritius, with its registered office at c/o C/o Rogers Capital Fund Services Limited, 3rd Floor, Rogers House No 5, President John Kennedy Street, Port Louis Mauritius; and (b) Mayur Sirdesai, an Indian resident, aged 59 years, residing at 502, Sea Side Apts, P. Balu Marg, Prabhadevi, Mumbai – 400 025, (bearing Permanent Account Number AGVPS5713P)], collectively; 1.1.80. “Somerset SHA” shall mean Existing SHA, Existing SHA First Amendment and Existing SHA Second Amendment, collectively; 1.1.81. “SPA” shall mean the share purchase agreement dated 5 February 2025 executed by and amongst the Investor, Somerset Group, Company and the Promoters, pursuant to which the Investor will acquire the Relevant Shares held by Somerset Group; 1.1.82. “SPA Closing Date” shall have the meaning ascribed to the term ‘Closing Date’ under the SPA; 1.1.83. “SPA Closing” shall have the meaning ascribed to the term ‘Closing’ under the SPA; 1.1.84. “Specific or Injunctive Relief” means the relief which is intended to be obtained by a Shareholder from a court or forum of competent jurisdiction, including from an arbitrator, to secure: a. specific performance by any other Shareholder of any covenants or obligations contained in the Transaction Documents; or b. ad interim or permanent injunction against the other Shareholder to prevent any continued injury or a breach or imminent breach of such covenants without the necessity of proving actual damage; 1.1.85. “SSA” shall mean share subscription agreement dated 8 November 2016 executed between the Company, Somerset Group and the Promoters; 1.1.86. “Sale Consideration” shall have the meaning ascribed to it in the SPA; 1.1.87. “Subsidiary” or “Subsidiaries” shall have the meaning as set out in the Companies Act and shall include HNEPL, HNHPL, HNPTY, HNLLC, HNCL and HNIPL; 1.1.88. “Tax” shall have the meaning ascribed to it in the SPA; 1.1.89. “Third Party” shall mean any Person that is not: (i) a signatory to the Agreement; or (ii) Affiliate of such signatory; 1.1.90. “Transaction Documents” shall mean the Shareholders Agreements, the SPA and any and all deeds, documents, letters executed or proposed to be executed between the Shareholders to achieve SPA Closing, and shall be deemed to include any amendment(s) made to any of them, from time to time; 5451.1.91. “Transfer” (including the terms “Transferred by”, “Transferring” and “Transferability”) shall mean to transfer, sell, assign, pledge, hypothecate, create a security interest in or lien on, place in trust (voting or otherwise), exchange, gift or transfer by operation of Law or in any other way subject to any Encumbrance or dispose of, whether or not voluntarily, pursuant to an agreement, arrangement, instrument or understanding by which legal title to or beneficial ownership of the Securities or any interest therein passes from a Person to another Person or to the same Person in a different legal capacity, whether or not for value; 1.1.92. “Trigger Event” shall mean occurrence of any of the following events: a) failure by the Company to obtain SEBI Approval on or prior to 31 December 2025 or such other longer time period mutually agreed between the Shareholders (in writing), or b) non-consummation of the QIPO by the Company on or prior to 30 June 2026 or such other longer time period mutually agreed between the Shareholders (in writing); c) the consummation of the transactions under the SPA declared as illegal and/ or void under applicable Laws by the Governmental Authorities, it being clarified that occurrence of the events set out in (a) and (b) above shall not be deemed to be a Trigger Event if the occurrence of such event(s) is solely attributable to an Investor’s failure or refusal to provide any consents or approvals that are statutorily required to be provided by such Investor under applicable Laws, for the purposes of consummation of an initial public offer by the Company; 1.1.93. “Trigger Price” shall mean higher of: (i) the FMV of the Relevant Shares; or (ii) a valuation that provides the Investor with an exit at IRR of 18% (eighteen percent) of the total Sale Consideration; 1.1.94. “Valid Third Party” shall mean a bonafide third party, of good commercial standing and which has not been convicted of or subject to any on-going investigation by any Governmental Authority, in connection with Laws governing anti-bribery, money laundering and/or economic sanctions or criminal laws governing moral turpitude; and 1.1.95. “Viable Exit Opportunity” shall mean means an offer procured by the Company and/or Promoters from a Valid Third Party, upon occurrence of the Trigger Event, or thereafter, seeking to provide the Investor an exit from the Company on terms (as set out in the Viable Exit Offer Notice) and which fulfils the conditions as set out in Article 5.9. 1.2. Interpretation 1.2.1. In these Articles (unless the context requires otherwise): a. references to an individual who is a Shareholder include his executors, administrators, legal heirs and personal representatives. In the event of transmission of Securities of an individual who is a Shareholder, the Person to whom such Securities are transmitted shall also be deemed to be bound by the terms and conditions of the Articles; b. references to a Shareholder include references to the successors, representatives and assigns of that Shareholder; c. the words hereof, herein and hereunder, and words of similar import, when used in these Articles shall refer to these Articles as a whole and not to any particular provision of these Articles. d. any reference to ₹ or INR is to Indian rupees and any reference to US$ or USD is to United States Dollars; e. any reference to a document is to that document as amended, varied or novated from time to time otherwise than in breach of these Articles or that document; f. references to the Company’s issued share capital shall include Equity Shares and CCPS issued by the Company; g. reference to the shareholding of a company on an As Converted Basis refers to the shareholding pattern of that company at the relevant point in time calculated after taking into account all the issued and outstanding Equity Shares of that company, as well as preference shares, and all outstanding options, warrants, convertible debentures, employee stock options, if any, from time to time and all other convertible Securities of that company as if all such options, warrants, convertible debentures and all other convertible Securities were converted to Equity Shares at 546that point in time and such calculation shall take into consideration all share splits, bonus issuances, etc. if any; h. reference to a security shall mean a security under Section 2(h) of the Securities Contracts (Regulations) Act, 1956, as amended from time to time; i. references to any body corporate or any other form of a regulatory authority shall be deemed to include its successors and permitted assigns as may be prescribed from time to time; j. words importing the singular include the plural and vice versa; and k. words and expressions defined in the Act have the same meaning in this Articles unless otherwise defined in the Articles, Shareholders Agreement or the SPA. l. In case of ambiguities or discrepancies within two articles in these Articles, the provisions of a specific article relevant to the issue under consideration shall prevail over those in a general article. m. When a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations of that word or phrase shall have corresponding meanings. n. In these Articles, unless the contrary intention appears, a reference to an Article clause or paragraph or Annexure is a reference to a clause or paragraph of or annexure to these Articles. The Annexures and the Recitals form an integral part of these Articles. o. Where any act or proceeding is directed to be done or taken or a right or obligation is required to be exercised or performed by any Shareholder or a notice or response to a notice, notification or intimation is required to be issued or provided by any Shareholder, under the terms of these Articles, the same shall be done, taken, performed or issued within the period specified or agreed upon in that regard and, if no time has been specified or agreed to, then the same will be done, taken, performed or issued within a reasonable time period which shall not, in any event, exceed 30 (thirty) days. p. All rights available to the Investor under these Articles shall extend and apply mutatis mutandis to the Investor in such Subsidiaries, including future subsidiaries of the Company as well. q. Time is of the essence in the performance of the Shareholders’ respective obligations. If any time period specified herein is extended, such extended time shall also be of the essence. r. Where there is any inconsistency between the definitions set out in Article 1.1 (Definitions) and the definitions set out in any other Article or Schedule or Annexure, then for the purposes of construing such Article or Schedule or Annexure the definitions set out in such Article or Schedule or Annexure shall prevail. s. Any undertaking by any of the Shareholder not to do any act or thing shall be deemed to include an undertaking not to permit or suffer or assist the doing of that act or thing (to the extent that such action or omission shall be under the reasonable control or influence of the relevant Shareholder). t. Any reference to obtaining regulatory approvals shall be deemed to include an obligation on the concerned Shareholder(s) to make commercially reasonable efforts to expeditiously obtain such approval. u. Any right of the Investor to subscribe/ purchase Securities under these Articles shall include the right of the Investor to subscribe to/ purchase such Securities by itself or through an Affiliate. v. Any reference to the number of Equity Shares, CCPS and shareholding above shall be adjusted for any bonus issue, share splits, share consolidation and reduction of capital of the Company. w. In the event that any rights that the Investor is entitled to under these Articles with respect to one class or kind of Securities held by it cannot be given effect due to: (a) restrictions under applicable Law; or (b) at the time of conversion of the CCPS to Equity Shares in the Company, the Investor shall, subject to applicable Law be entitled to exercise and receive the benefit of such rights through one or more other classes or categories of Securities held by them in the Company. x. Reference to any legislation or Law or to any provision thereof shall include references to any such Law as it may, after the date hereof, from time to time, be amended, supplemented or re- enacted, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. 2. SHARE TRANSFERS 2.1. Restrictions on Transfers 5472.1.1. No Shareholder shall Transfer its Securities in the Company, except in accordance with and subject to the terms and conditions set forth in these Articles and more particularly in this Article 2 (Share Transfers) (including Right of First Offer and Tag Along Right of the Investor), until exit of the Investor from the Company in accordance with Article 5 (Exit Options), with the prior written approval of the Investor. 2.1.2. The Company hereby agrees and confirms that it shall not record any Transfer or agreement or arrangement to Transfer the Securities on its books and shall not recognize or register any equitable or other claim to, or any interest in or pay any dividend or accord any right to vote in the Securities which have been Transferred in any manner other than as permitted under these Articles. Further, the Company shall not permit any Transfer on its books of any Securities in violation of Article 2.3 (Transfer by the Promoters) and Article 2.4 (Right of First Offer in respect of Securities held by the Promoters), or treat the transferee as the owner of the Securities, or accord any right to vote to such transferee as a shareholder or pay dividends to any transferee to whom the Securities have been transferred in violation of Article 2.3 (Transfer by the Promoters) and Article 2.4 (Right of First Offer in respect of Securities held by the Promoters). 2.1.3. Any Transfer of Securities to any Person (including an Affiliate) shall be valid only if prior to such Transfer the relevant Person has executed a Deed of Adherence and a duly executed copy of such Deed of Adherence is placed before the Board prior to such Transfer. 2.1.4. Where an Affiliate of a Shareholder is a Shareholder, if at any point of time, any transaction is contemplated pursuant to which such Affiliate would on successful completion of the said transaction, ceases to be an Affiliate of that Shareholder, then prior to completion of the said transaction the relevant Shareholder and the Affiliate shall take all necessary actions to ensure that the Relevant Securities are transferred by the Affiliate back to the relevant Shareholder. 2.1.5. The Transfer restrictions in these Articles shall not be capable of being avoided by the holding of Securities indirectly through a company or other entity that can itself be sold in order to dispose of an interest in the Securities free of the restrictions contained herein in violation of the terms hereunder. 2.2. Transfer by the Investor Subject to Article 2.1.3 and Article 2.1.4 above, the Investor shall be entitled to, at any time, Transfer any of its Securities, together with or without any or all rights and/or obligations attached to the Securities, to its Affiliate on such terms and conditions as the Investor may deem fit, freely without any restriction or requirement of consent or approval from the Promoters or any other Shareholder. Provided that: (a) nothing herein shall entitle the Investor to Transfer any of its Securities to a Competitor prior to the expiry of the Exit Period; (b) upon occurrence of an Event of Default, all restrictions on Transfer of the Securities held by the Investor and/or its Affiliates (including restrictions under Article 2 of these Articles) shall fall away without requiring any further act or deed by any other Shareholder, and the Investor (and their Affiliates) shall have the right to Transfer the Securities held by them to any Person (including to a Competitor) without any restriction; and (c) if such transferee ceases to be an Affiliate of the Investor, the Securities so Transferred, shall be Transferred back to the Investor or any other Affiliate of the Investor. 2.3. Transfer by the Promoters 2.3.1. Each of the Promoters hereby jointly and severally represents to the Investor that the Promoters’ shareholding in the Company and the Company’s shareholding in the Subsidiaries are free from any Encumbrance. 2.3.2. The Promoters shall not Transfer or Encumber any of their Securities and shall not relinquish Control without the prior written consent of the Investor. 2.3.3. The Promoters shall not be entitled to Transfer their Securities to any Person, without (i) the prior approval of the Board; and (ii) the prior written consent of the Investor; and (iii) complying with the provisions of Articles 2.4 (Right of First Offer in respect of Securities held by the Promoters), 2.5 (Tag 548Along Right) and 2.6 below. 2.4. Right of First Offer in respect of Securities held by the Promoters 2.4.1. In the event that any Promoter (“Selling Shareholder”) proposes to sell any or all of the Securities owned by them to any third party, such Selling Shareholder shall provide a written notice (“Selling Shareholder ROFO Notice”) to the Investor. The Initial ROFO Notice shall disclose the number of Securities proposed to be sold by such Selling Shareholders (the “Selling Shareholder ROFO Offered Securities”) and call upon the Investor to quote a price for the purchase of all (but not less than all) of the Selling Shareholder ROFO Offered Securities. 2.4.2. In the event the Investor proposes to purchase all (but not less than all) of the Selling Shareholder ROFO Offered Securities, it shall issue a written notice to such Selling Shareholder for the purchase of all (but not less than all) of the ROFO Offered Securities (the “Selling Shareholder ROFO Confirmation Notice”) within a period of 15 (fifteen) days from the date of receipt of the Selling Shareholder ROFO Notice (the “Selling Shareholder ROFO Offer Period”), and the Investor shall be entitled to offer to purchase the ROFO Offered Securities on pro rata basis. The Selling Shareholder ROFO Confirmation Notice shall set forth: (i) the proposed purchase price per Security; (ii) the date of the proposed purchase, which shall not be later than 75 (seventy-five) days from the date of dispatch of the Selling Shareholder ROFO Confirmation Notice; and (iii) the terms and conditions for purchase of the ROFO Offered Securities (collectively (i), (ii) and (iii) referred to as the “Investor Offer Sale Terms”). 2.4.3. If the Investor has issued a Selling Shareholder ROFO Confirmation Notice, the Selling Shareholder shall have the right but not the obligation to accept the Investor Offer Sale Terms by issuance of a notice to the Investor within a period of 15 (fifteen) days from the Selling Shareholder ROFO Confirmation Notice (“ROFO Notice”) intimating the Investor that the Selling Shareholders is/are willing to sell the ROFO Offered Securities to the Investor at the Investor Offer Sale Terms. 2.4.4. Upon receipt of the Selling Shareholder ROFO Notice, the Investor shall be under an obligation to purchase the Selling Shareholder ROFO Offered Securities at the Investor Offer Sale Terms. 2.4.5. The payment of consideration by the Investor, to the Selling Shareholders towards the purchase of Securities under the terms of this Article 2.4.5 and the transfer of the Selling Shareholder ROFO Offered Securities from the Selling Shareholders to the Investor, shall take place at the registered/corporate office of the Company or any other place that may be mutually agreed between the Investor and the Selling Shareholders, by the date of the proposed purchase and, in any event, within 75 (seventy-five) days from the date of dispatch of Selling Shareholder ROFO Confirmation Notice. The Selling Shareholders shall also deliver the duly executed ‘instruments of transfer’ of such Securities and such other documents as may be reasonably required by the Investor. Any stamp duty payable on such Transfer and any costs associated with the Transfer of the Selling Shareholder ROFO Offered Securities shall be borne by the Investor. 2.4.6. In the event that the Investor does not deliver to the Selling Shareholder(s) a Selling Shareholder ROFO Confirmation Notice or refuses to purchase all (but not less than all) the Selling Shareholder ROFO Offered Securities within a period of 15 (fifteen) days from the date of receipt of the Selling Shareholder ROFO Notice, the Selling Shareholder(s) shall be free to transfer the Selling Shareholder ROFO Offered Securities to any Person at any price as may be acceptable to the Selling Shareholders. 2.4.7. In the event that the Investor Offer Sale Terms are not acceptable to Selling Shareholders, the Selling Shareholder(s) shall, within 30 (thirty) days of the Selling Shareholder ROFO Confirmation Notice, intimate to the Investor in writing of the rejection of the Selling Shareholder ROFO Confirmation Notice (the “Selling Shareholder Rejection Notice”). Failure by the Selling Shareholders to respond within such time period shall be treated as a deemed rejection by the Selling Shareholder(s) of the Selling Shareholder ROFO Confirmation Notice. Upon issue of the Rejection Notice or deemed rejection, the Selling Shareholder(s) shall be free to sell all the Selling Shareholder ROFO Offered Securities to any Person (including any other Shareholder) provided that the Person shall not be a Competitor and provided that such sale shall be at terms no less favourable than the Offer Sale Terms. Any sale of Securities in violation of this provision shall be invalid and shall be considered as a breach of the terms of these 549Articles. 2.4.8. In the event the Selling Shareholder(s) Transfer the Selling Shareholder ROFO Offered Securities to the Investor or to any other Person, the Promoters along with the Company shall be under an obligation to provide customary representations, warranties and indemnities in respect of the Company and its operations. 2.5. Tag Along Right 2.5.1. Subject to Article 2.3.3 (Transfer by the Promoters) and Article 2.4 (Right of First Offer in respect of Securities held by the Promoters) above, in the event that any of the Promoters and/or any of their Affiliates (“Selling Promoter(s)”) wish to Transfer Selling Shareholder ROFO Offered Securities held by it, and if the Investor does not exercise its right of first offer under Article 2.4 (Right of First Offer in respect of Securities held by the Promoters) above, then in such case, such Selling Promoter(s) shall serve a notice to the Investor (“Tag Notice”) in writing stipulating: (i) the terms of the proposed Transfer to the third party, including the name and address of the Person(s) to whom the Transfer is proposed to be made (the “Third Party Purchaser”), (ii) the proposed Transfer price per Share, (iii) the date of the proposed Transfer (which shall not be less than 45 (forty-five) days from the date of issuance of the Tag Notice), and (iv) the aggregate Promoters’ shareholding, on an As Converted Basis, assuming the transfer by Promoters (collectively (i), (ii), (iii) and (iv) referred to as the “Sale Terms”). 2.5.2. In the event the Selling Promoter(s) propose to Transfer such number of Securities which would result in: a. the aggregate shareholding of the Promoters remaining above 51% (fifty-one percent) of the total share capital in the Company, on an As Converted Basis, the Investor shall be entitled to sell such number of Securities as are pro-rata to the total number of Securities being transferred by the Selling Promoter(s); or b. the aggregate shareholding of the Promoters falling below 51% (fifty-one percent) of the total share capital in the Company, on an As Converted Basis, the Investor shall be entitled to sell all its Securities, as shall be set out in the Tag notice 2.5.3. In the event the Investor intends to exercise its rights under Article 2.5.2 above, the Investor shall issue, within 15 (fifteen) days of receipt of the Tag Notice, a notice in response thereto to the Selling Promoter(s) (“Tag Response Notice”), which shall specify the number of Securities of the Investor which shall be subject to tag, as set out in either Article 2.5.2 (a) or (b) (the “Tag Securities”), on the Sale Terms, together with the Securities of the Selling Promoter(s) (the “Tag Along Right”) and the Selling Promoter(s) shall be obliged to offer such Tag Along Right. 2.5.4. Upon issuance of the Tag Response Notice, the Selling Promoter(s) shall forthwith but not later than 30 (thirty) days of receiving the Tag Response Notice, take all necessary steps to Transfer the Tag Securities along with its own Securities to the Third Party Purchaser. The Shareholders expressly agree and acknowledge that, the Selling Promoter(s) shall not be entitled to Transfer their Securities to the Third Party Purchaser unless and until the Investor has Transferred the Tag Securities under this Clause, to the Third Party Purchaser on the Sale Terms. 2.5.5. If an Investor exercises the Tag Along Right, the number of Selling Shareholder ROFO Offered Securities that the Selling Shareholder may sell shall be reduced by the number of Tag Securities, and the Transfer of the Selling Shareholder ROFO Offered Securities Offered Shares as applicable, by the Selling Shareholder(s) to the Third Party Purchaser shall be conditional upon such Third Party Purchaser acquiring the Tag Securities simultaneously with the acquisition of the Selling Shareholder ROFO Offered Securities, in accordance with this Article 2.5 (Tag Along Right), on the same terms and conditions set forth in the Tag Notice, provided that the Investor: (a) shall not be required to give any representations and warranties for such Transfer, except those relating to title to Securities and the legal standing; and (b) shall be entitled to receive the cash equivalent of any non-cash component of the consideration received by the Selling Shareholders. The Tag Securities shall be Transferred to the Third Party Purchaser simultaneously with the Transfer of 550the Selling Shareholder ROFO Offered Securities. Any costs associated with the Transfer of the Tag Securities (including the stamp duty payable on Transfer of the Tag Securities) shall be borne and paid by the Investor. 2.6. It is further agreed that, subject to Article 2.4 (Right of First Offer in respect of Securities held by the Promoters) and Article 2.5 (Tag Along Right), if any proposed Transfer is not consummated by the Selling Shareholder(s) within a period of 150 (one hundred and fifty) days from the date of delivery of the Selling Shareholder ROFO Confirmation Notice, the requirements laid down under the said Article shall be required to be complied with afresh. 2.7. The exercise or non-exercise of the rights by the Investor under Article 2.4 (Right of First Offer in respect of Securities held by the Promoters) or Article 2.5 (Tag Along Right) above for any one instance, shall not affect the Investor’s right of first offer or Tag-Along Right for any subsequent Transfer by any of the Promoter(s) or the obligations of the Promoters in relation thereto, including the obligations under Article 2.4 (Right of First Offer in respect of Securities held by the Promoters) and Article2.5 (Tag Along Right). 2.8. The Transfer restrictions under these Articles shall not be capable of being avoided by the Promoters by holding of Securities indirectly through another Person that can itself be sold in order to dispose of an interest in Securities free of such restrictions. Any Transfer or other disposal of any Securities (or other interest or securities) resulting in any change in the Control of the Promoters or of any person having Control over the Promoters shall be treated as being a transfer of the Securities held by that Promoter 2.9. Any Transfer, issuance or other disposal of any Securities (or other interest) resulting in any change in the Control, directly or indirectly, of any Affiliate of the Promoters (to the extent such Affiliate of the Promoter is not a natural Person) which holds, directly or indirectly, any Securities, shall be treated as being a Transfer of the Securities held by such Promoter, and the provisions of these Articles that apply in respect of the Transfer of Securities shall apply in respect of the said Transfer. 3. PRE-EMPTIVE RIGHTS 3.1. Except in case of Exempted Issuance, if the Company proposes to issue new Securities, other than QIPO and IPO (“Proposed Issuance”), the Company shall give to the Investor, a pre-emptive right (“Pre- emptive Right”) to subscribe to such new Securities on a pro-rata basis, based on its then held shareholding in the Company, calculated on an As Converted Basis. 3.2. The Pre-emptive Right shall be offered by the Company by issuing a written notice (“Issuance Notice”) to the Investor setting forth in detail the terms of the proposed issuance, including: (i) the proposed issuance price per Security (“Issuance Price”), (ii) the date of closing of the proposed issuance (which shall not be less than 30 (thirty) days from the date of issuance of the Issuance Notice), (iii) the number and class of Securities proposed to be issued (“Issuance Securities”) (iv) the pro-rata number of Issuance Securities (based on their then shareholding in the Company) which each Investor is entitled to subscribe to (“Pre-emptive Securities”), and (v) the manner and time of payment of subscription amount. 3.3. If the Investor chooses to exercise the Pre-emptive Right, then, it shall within 30 (thirty) days from the date of receipt of the Issuance Notice, pay for and subscribe to such number of the Pre-emptive Securities as it may wish to subscribe to, at the aggregate Issuance Price and on the terms and conditions set out in the Issuance Notice. Subject to the receipt of the payment against exercise of the Pre-emptive Right by Investor, the Company shall issue and allot to the Investor the Pre-emptive Securities on the date of closing of the issuance as stated in the Issuance Notice. 3.4. If the Investor does not subscribe to any or all of its portion of the Pre-emptive Securities in the manner specified under Articles 3.1 and 3.3 above, then the Company may within 3 (three) months of the date of Issuance Notice issue and allot all of its unsubscribed portion of such Issuance Securities to a third party at the Issuance Price and on terms and conditions as mentioned in the Issuance Notice. Any further issuance or issuance beyond the aforesaid 3 (three) month period shall be subject to the Investor’ Pre- Emptive Right under this Article 3 (Pre-emptive Rights), unless otherwise permitted by the Investor. For 551the purpose of completing the Proposed Issuance to a third party, the Shareholders may be required to execute a fresh subscription and/or shareholders’ agreement, pursuant to which these Articles shall accordingly stand terminated or superseded. 4. ANTI-DILUTATION 4.1. Notwithstanding anything to the contrary contained herein, in the event that the Company proposes to issue any Securities at a price lower than the Conversion Price or terms better than the terms of Relevant Shares (“Dilutive Issuance”), then till the time the Investor Preference Shares have not been converted into Equity Shares, the Investor shall be entitled to a full ratchet anti-dilution protection in accordance with the formula as specified in Part A of Annexure III (Formula for Full Ratchet Anti-Dilution). The Company and the Promoters shall obtain prior written consent of the Investor on matters relating to any dilution event before a Board and / or Shareholders meeting. 4.2. Appropriate adjustments to the conversion ratio of the Relevant Shares shall be made to fully reflect on a proportionate basis share splits, bonus shares, recapitalizations, reclassification and any other related changes to the capital structure of the Company, or such other mechanism permissible by Law to provide for such protection in a manner that holders of CCPS receive such number of Equity Shares that such holder would have been entitled to receive immediately after occurrence of any such capital restructuring had the conversion of the CCPS occurred immediately prior to the occurrence of such capital restructuring. 4.3. Notwithstanding anything contained elsewhere in these Articles, the provisions in these Articles relating to conversion and payment of dividends in relation to the CCPS shall be subject to Law including the provisions of the Act. In the event that any provision in these Articles contravenes any Law, the Shareholders agree to amend the relevant provision so as to confer upon the Investor, the benefits originally intended under the relevant provision to the fullest extent permitted under Law. 4.4. If all the Investor Preference Shares have already been converted into Equity Shares, the Company shall and the Promoters shall procure that the Company shall, prior to the Dilutive Issuance, issue and allot to the Investor such additional number of Equity Shares at the lowest price permissible under applicable Law or undertake a bonus issuance or transfer of such necessary Securities by the Promoters, as is calculated in accordance with the formula as specified in Part A of Annexure III (Formula for Full Ratchet Anti-Dilution). 4.5. The Promoters and the Company agree and acknowledge that no Person will be offered terms better than the terms offered to the Investor under these Articles without the prior written consent of the Investor. Unless the Investor expressly agrees to the provision of superior rights to the incoming shareholder and subject to the provisions of these Articles (including without limitation the Affirmative Vote Items), in the event that, more favourable terms and conditions are proposed to be offered to any Person which subscribes to any Securities, the Promoters and the Company shall discuss and agree on the terms and conditions that need to be adjusted to ensure that the terms of the Investor set forth herein shall mirror the terms offered to the new Shareholder. 4.6. Notwithstanding anything contained in this Article 4, the following transactions shall be exempted from the exercise of Pre-emptive Rights by the Investor under Article 3, each which shall be considered to be an “Exempted Issuance”: 4.6.1. issue of employee stock options to the employees of the Company or the Securities to the employees of the Company pursuant to an employee stock option scheme duly approved by the Board; 4.6.2. issuance of Securities pursuant to a QIPO or IPO; 4.6.3. issuance of Securities in favour of the Investor or its Affiliates pursuant to this Article 4; 4.6.4. issuance of Equity Shares pursuant to conversion of convertible Securities in accordance with the terms of these Articles; and 5524.6.5. Securities issued in connection with stock split, stock dividend or sub-division of capital stock of the Company. 5. EXIT OPTIONS 5.1. The Shareholders agree and acknowledge that the Investor shall have the right to require a transaction that would provide them with an exit from the Company (“Exit Transaction”). All Exit Transactions (other than IPO and QIPO) shall reflect subject to a minimum of the Liquidation Amount, the highest amount permissible under applicable Laws plus all accrued and unpaid dividends thereon. 5.2. QIPO 5.2.1. The Shareholders hereby undertake that the Company shall, and the Promoters shall cause the Company to, pursue the initial public offer (“QIPO”) and consummate the QIPO, as soon as reasonably practicable, but in any event on or before 30 June 2026 or such other extended period as may be agreed between the Shareholders to consummate the QIPO. 5.2.2. The Board shall, in conjunction with the Investor, and in consultation with a firm of independent merchant bankers, and subject to such statutory guidelines as may be in force, facilitate a QIPO and decide on the following: a) The method of listing the Shares: (i) through a public issue of fresh Securities; or (ii) through an offer of existing Securities by some or all the Shareholders (an “Offer for Sale”); or (iii) a combination of (i) and (ii). b) The price and other terms and conditions of the QIPO. c) The timing of the QIPO. d) The stock exchanges on which the Securities are to be listed. e) The extent of underwriting of the QIPO. f) Any other matters related to the QIPO. 5.2.3. The Company shall, in consultation with the Investor, appoint all third-party intermediaries, merchant bankers, lawyers and other agents, banks, managers, advisors, consultants, service providers, brokers, as required for the purposes of facilitating the QIPO. 5.2.4. Subject to applicable Law, in the event of a listing outside India, the Investor shall have the right to demand registration rights and unlimited piggyback registration rights at any time the Company files a registration statement. 5.2.5. The Company and the Promoters agree and undertake that for the purpose of any QIPO: (a) they shall ensure that Investor is not treated or named as a “promoter” and/or “promoter group” in connection with the QIPO including in any prospectus, offering document, underwriting agreement, memorandum of understanding and/or other agreement; and (b) the Securities held by the Investor shall not be subject to any lock-in or other restriction on Transfer as applicable to Promoters’ shareholding under any applicable Law. For the purposes of the QIPO and/or the Offer for Sale and/or merger or other arrangement, the Promoters and the Company shall take necessary steps to obtain all relevant approvals, statutory or otherwise, that are necessary for such exit event. For the purpose of QIPO, the Promoters shall: (i) contribute the entire or such portion of equity shares as may be required as Promoter’s contribution, which will be subject to lock-in for the purposes of the QIPO or Offer for Sale, as per the extant laws; and (ii) ensure that minimum public holding requirements are satisfied. 5.2.6. In the event of the Company undertaking an QIPO, the Investor shall agree to enter into an agreement for dilution of its rights (excluding the right to nominate its nominee Director and his/her removal from the Board) (such dilution of rights in the aggregate, the “Affected Rights”) in the Agreement and the Articles, if, and only to the extent required to: a) demonstrate to the applicable authorities that the Investor and/or its Affiliates do not qualify as “promoter and/or promoter group” of the Company under applicable Laws for the purposes of the QIPO; and b) to ensure that the Company complies with the applicable Law and all regulatory requirements (inclusive of the requirement of the stock exchanges and under the listing agreements) for the 553purposes of listing the Equity Shares on a Recognized Stock Exchange. 5.2.7. The dilution of the Affected Rights (including amendment of the Articles to reflect such dilution) shall be effected on the last date permitted under applicable Law. If the QIPO is not completed as contemplated herein, the dilution of the Affected Rights pursuant to this Article 5.2.7 shall cease to have any effect and such Affected Rights shall become effective again and be reinstated in the Articles with full force and effect, and the Promoters shall procure that all the Shareholders shall and the Company shall pass all such resolutions and take all such actions to reinstate the Affected Rights in the Articles. 5.2.8. The Shareholders agree and acknowledge that all costs and expenses related to the QIPO (including without limitation costs in relation to underwriting, selling and distribution costs and safety net costs) will be borne by the Company, and Promoters shall ensure that the Investor shall not be deemed to be sponsors or promoters and/or promoter group of the Company. In the event that applicable Law creates any embargo for any such payment to be made by the Company, then the Promoters agree and undertake to make all payments in respect of such issue and / or offer. In the event applicable Law or SEBI does not permit the Company and/or Promoters to bear the cost in relation to the QIPO, the Shareholders (including Investor) participating in the QIPO shall bear such expense as are required by applicable Law to be borne by them. 5.2.9. The Company shall indemnify the Investor to the maximum extent permitted under the applicable Law, against any claim, arising out of or relating to any misstatements and omissions of the Company in any registration statement, offering document or preliminary offering document, and like violations of applicable Law by the Company or any other error or omission of the Company in connection with a public offering hereunder, other than with respect to information provided by such Investor, in writing, expressly for inclusion therein. 5.2.10. The Company shall take all such steps, and shall extend all necessary co-operation to such advisors as may be required, for the purpose of completing the QIPO, including (i) preparing and signing the relevant offer documents; (ii) entering into appropriate and necessary agreements; (iii) providing all information and documents necessary to prepare the offer documents; (iv) making the relevant filings with appropriate Governmental Authorities; (v) undertaking all such actions as may be required in obtaining all relevant approvals, statutory or otherwise; and (vi) taking all such actions as may be necessary to consummate the QIPO. 5.2.11. The Investor agrees and undertakes to provide cooperation and prompt assistance to the Company and the Promoters, including providing information and documents as may be reasonably required by the Company, in connection with the QIPO. 5.2.12. In relation to the QIPO, the Company and the Promoters confirm that the Company has obtained all the necessary certificates from the Company, its auditors, its subsidiary, directors, promoters and members of the promoter group, each as defined under applicable Law, for determining the initial public offer eligibility of the Company. 5.3. Trigger Event 5.3.1. Upon occurrence of the Trigger Event, the Investor shall, at its sole discretion, be entitled, but not obligated, to achieve exit by way of any of the modes of exit as set out in this Article (Exit Options) including but not limited to: a) exercising the option to require the Company and Promoters to, acquire all, but not less than all, the Relevant Shares then held by the Investor (“Put Securities”), at the Trigger Price (“Put Option”) in accordance with Article 5.4 (Put Option). b) hiring an investment banker (mutually acceptable to the Shareholders) to either: (i) identify buyers for acquisition of the Investor’s holding in the Company, which buyers could include other private equity firms and / or strategic investors; or (ii) implement another exit event in the form of an IPO or Offer for Sale, or in any other form and on terms acceptable to the Investor; or c) sale of all or part of Securities held by the Investor including capital restructuring, merger or a sale transaction. 554d) drag sale in accordance with Article 5.7. 5.3.2. On or after 30 June 2026, in the event the Investor has triggered any modes of exit under Article 5.3.1 above, the invocation of modes of exit by the Investor shall not preclude the Company and/or the Promoters from providing Investor with an exit through any of the modes of exit as set out in this Article 5.3.1 or any combination thereof in accordance with the terms of this Article 5.3.1 including Article 5.7.4. 5.4. Put Option 5.4.1. Upon occurrence of the Trigger Event, the Investor shall have the right to exercise the Put Option by issuing a written notice (“Put Option Exercise Notice”) to the Promoters in the form as set out in Annexure IX (Form of Put Option Exercise Notice) of the Agreement. Upon exercise of Put Option by the Investor, the Company and Promoters shall ensure that the Investor are provided a full exit no later than the expiry of 90 (ninety) days from the date of receipt of the Put Option Exercise Notice (“Put Option Period”), through any one, or combination, of the following, at their sole discretion: (i) purchase of the Put Securities by the Promoters; (ii) purchase of the Put Securities by third parties (including Affiliates of the Company and/ or Promoters) nominated by the Promoters; (iii) buy-back of the Put Securities by the Company; and (iv) to the extent of any redeemable Securities held by the Investor, redemption of such redeemable Securities by the Company. 5.4.2. The Investor shall not be required to provide any representation or warranty to the purchaser upon exercise of the Put Option other than the customary representations, warranties and indemnities as to authority, capacity, title to their Put Securities and tax in relation to their Put Securities with standard limitations. 5.4.3. If the Promoters and the Company fail to consummate the Put Option for reasons solely attributable to the Promoters and the Company, on or prior to the expiry of the Put Option Period, the following consequences shall apply, on and from the date of expiry of Put Option Period till the Investor gets a full exit from the Company: a) The Company shall be required to take the prior written consent of the Investor for undertaking any of the following actions: (x) issuance of any Securities to any Person; and (y) amendment of the Charter Documents of the Company b) In the event that the Promoters propose to transfer any Securities held by them to a third party, the Investor shall be entitled to transfer all (and not less than all) the Securities held by them in the Company, on the same terms and conditions as those applicable to the sale of the Promoters’ Securities. c) Where the Investor is selling all (and not less than all) its Securities to a third party, the Investor shall have the right to require the Promoters to sell all their Securities, on the same terms and conditions as those applicable to the sale of the Equity Securities by the Investor. 5.5. IPO and OFS 5.5.1. Upon occurrence of the Trigger Event, the Investor shall have the right but not the obligation to engage a reputed investment banker (mutually acceptable to the Shareholders), and require the Promoters, to join the Investor in pursuing a listing the Securities of the Company on a Recognised Stock Exchange by an initial public offering (“IPO”) or Offer for Sale of the Securities as per the provisions of this Article 5.5 (IPO and OFS) in the manner as set out below. 5.5.2. The Investor shall appoint one of either a reputed chartered accountant or a category I merchant banker, to initiate and conclude the IPO or Offer For Sale. 5.5.3. The Securities to be listed through the IPO or Offer For Sale shall be listed at a Recognised Stock Exchange at the sole discretion of the Investor. 5.5.4. The Company and the Promoters shall do all such acts, deeds, matters and things necessary, required or desirable in accordance with applicable law to facilitate and effectuate the exit of the Investor through such IPO or Offer for Sale. 5555.5.5. Notwithstanding anything else stated herein at the option of the Investor, the Promoters shall procure the Company to, and the Company shall, make an initial public offering of Securities in compliance with applicable Law i.e. IPO, comprising a fresh issue of Securities by the Company and an Offer for Sale of the Securities held by the Investor and the other shareholders of the Company i.e. OFS. 5.5.6. The Company shall issue such number of Equity Shares as may be required under applicable Law and regulations (including but not limited to offer requirements of the Securities and Exchange Board of India and/or the relevant Recognized Stock Exchange) to obtain a listing of the Securities of the Company on a Recognized Stock Exchange. The Investor shall have the right but not the obligation to offer up to 100% (one hundred percent) of the shareholding of the Investor as a component of the Securities to be listed through the IPO and all costs in relation to such IPO or Offer For Sale (including without limitation underwriting, selling and distribution costs and safety net costs) will be borne by the Company. In the event that applicable Law creates any embargo for such payment to be made by the Company, then the Promoters agree and undertake to make all payments in respect of such issue and / or offer, provided, however, that where the applicable Law requires the Investor to bear any expense in relation to the IPO, the Investor shall be liable to pay and bear the same. The Shareholders agree to abide by, and comply with, the terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (as amended) as well as SEBI observations including the requirements and restrictions on lock-in of Securities after the IPO. 5.5.7. In the event that the exit options in respect of Article 5.2 (QIPO) and Article 5.5 (IPO and OFS) is not consummated in accordance with the terms as agreed between the Shareholders and/or in the event of a failed QIPO/IPO/ Offer for Sale, then the provisions of these Articles, shall be reinstated. 5.6. The Investor shall have the option to enter into discussions with the Promoters to exercise its right under Article 5.6.1 or under Article 5.6.2(b), as set out below: 5.6.1. The Investor may require the determination of the Fair Market Value of the Relevant Shares within 15 (fifteen) days of the Trigger Event. 5.6.2. The Company and /or the Promoters shall, subject to applicable Law, have an option to either: (a) purchase the Relevant Shares through themselves either by way of buy back of shares by the Company in accordance with the provisions of the Act or by purchase of Relevant Shares by the Promoters or by way of combination of both in such proportion as per the discretion of the Company and the Promoters; or (b) arrange for sale of the Relevant Shares to eligible third party buyers, or (c) by way of combination of (a) and (b), as per the discretion of the Company and the Promoters, in each case, at the higher of: (i) the FMV of the Relevant Shares; or (ii) a valuation that provides the Investor with an exit at IRR of 18% (eighteen percent) of the total Sale Consideration (“Minimum Sale Price”). 5.6.3. The Investor shall have the sole discretion to choose to defer its exit by a period of 1 (one) year (“Deferred Exit”). 5.7. Third Party Sale and Drag Along Right. 5.7.1. Upon occurrence of a Trigger Event or non-consummation or failure of IPO and/or Offer for Sale, in accordance with the provisions of these Articles, the Investor shall have the right (exercisable by written notice) to sell the Relevant Shares and drag all other Shareholders including the Promoters in such a sale to a prospective buyer of the Relevant Shares, and the Promoters collectively shall be required to Transfer all or part of the Securities then held by them then in accordance with this Article 5.7 (Third Party Sale and Drag Along Right). 5.7.2. Without prejudice to the other rights and remedies available to the Investor under these Articles or under applicable Law, upon occurrence of the Trigger Event, the Company shall support and assist the Investor for identifying a third party strategic investor or financial investor (“Third Party Offeror”) to offer (“Third Party Offer”) to purchase all such Securities (“Third Party Sale Securities”) (“Third Party Sale”). The Investor may sell to the Third Party Offeror such Third Party Sale Securities at a price and on the terms and conditions as contained in the Third Party Offer, and may at its option require the 556Promoters to sell up to all the Securities then held by the Promoters (“Dragged Securities”) to the Third Party Offeror (“Drag Along Purchaser”) at the same price per Security and on the same terms and conditions as applicable to the Investor in relation to the Dragged Securities sought to be Transferred by the Investor to the Drag Along Purchaser. This right of the Investor to require the Promoters to sell all the Securities to the Drag Along Purchaser shall be referred to as the (“Drag Along Right”) and shall be exercised in the manner set forth hereinafter. 5.7.3. In the event that the Investor chooses to exercise the Drag Along Right, it shall issue a written notice to the Promoters (“Drag Along Notice”) calling upon them to Transfer up to all of the Securities on a date specified therein (the “Drag Completion Date”). In such cases the Promoters shall provide all representations and warranties and indemnities to the Drag Along Purchaser as may be required by the Drag Along Purchaser. The Promoters shall be bound and obligated to Transfer all the Securities specified in the Drag Along Notice to the Drag Along Purchaser on the same terms and conditions including the price. The Promoters shall Transfer the Dragged Securities to the Drag Along Purchaser simultaneously with a Transfer of Securities by the Investor on the Drag Completion Date. The Shareholders hereby covenant to take all steps necessary to give effect to the provisions of this Article 5.7.3 including the passing of all necessary resolutions and obtaining all necessary consents. 5.7.4. Further, in the alternative, without prejudice to the other rights and remedies available to the Investor under the Agreement or these Articles or under applicable Law, the Promoters shall support and assist the Investor in identifying a third party strategic investor or financial investor to offer to purchase a business division of the Company and/or any of the Group Companies including a substantial part of the assets pertaining to the business division (“Sale of Business Division”). Any such consideration received whether in form of cash, stock or any other form or a combination thereof from such Sale of Business Division shall be utilised to fulfill the obligations of the Company to provide an exit to the Investor under the provisions of these Articles. Any tax implications arising due to Sale of Business Division to be borne by the Company. 5.7.5. Notwithstanding anything to the contrary contained in the Agreement or Articles or in any other document in the event of a pursuit of a Third Party Sale pursuant to this Article 5.7 (Third Party Sale and Drag Along Right)), the Promoters along with the Company shall be under an obligation to provide all customary representations, warranties, indemnities, undertakings and covenants including in respect of the Company and its operations and Promoter warranties in relation to their title to the Securities held by them in the Company. Moreover, the Promoters and the Company shall also have an obligation to provide all necessary support to facilitate such Transfer including for complying with the legal formalities of such Transfer. 5.8. Exit Opportunities provided by Company 5.8.1. In the event any of the exit options as specified above are not provided by the Company and the Promoters to the Investor within the timelines specified above, the Investor shall have the option but not an obligation to either exercise any of its rights under Article 5.3 (Trigger Event), 5.4 (Put Option) to 7 (Third Party Sale and Drag Along Right) above in any sequence, as per the discretion of the Investor; or at its discretion veto any such exit opportunity. It is hereby agreed between the Shareholders that the Investor shall not provide any representations, warranties, indemnity / escrow to the purchaser for consummation of the sale by any mode under this Article 5 (Exit Options) (except to the extent of Investor’s ability to execute and perform the contract and the Investor’s title to the Securities) and the Company and the Promoters shall provide all necessary representations, warranties, indemnities, undertaking and covenants as are required for a transaction of this nature to the proposed buyer to facilitate the strategic sale or any form of exit by the Investor. 5.8.2. If after any Deferred Exit by the Investor under Article 5.7 (Third Party Sale and Drag Along Right), a Viable Exit Opportunity has been provided to the Investor at the Viable Exit Price, and the Investor does not approve such Viable Exit Opportunity in accordance with the terms thereof, then the: (a) Investor’s right to exercise its Put Option in accordance with Article 5.4 shall fall away; and (b) the Investor shall not, for a period of 6 (six) months from the date of rejection of Viable Exit Offer, have the right to drag the other Shareholders of the Company, at a price which is less than the Viable Exit Price. In case of any Transfer post the occurrence of Trigger Event or Viable Exit Offer or fall away of the exit rights, the 557Investor may sell the Relevant Shares to any Person including to a Competitor. The Promoters and the Company shall provide all support necessary to facilitate the sale as aforesaid. 5.8.3. The Company shall ensure that the Directors, Key Management Team, Employees and consultants periodically disclose to the Board in writing any conflict of interest, or direct or indirect personal benefit in contracts with third parties and that they perform their duties in the best interest of the Company and safeguard its assets at all times. 5.9. Viable Exit Opportunity The Viable Exit Offer shall fulfil the following conditions: 5.9.1. the Company and the Promoters shall deliver a written notice (“Viable Exit Offer Notice”) to the Investor setting out (i) the exact nature of the transaction proposed through the Viable Exit Offer; (ii) the estimated time for completion of the Viable Exit Offer; (iii) the price on which the Relevant Shares are proposed to be sold, which shall not be less than the Trigger Price (“Viable Exit Price”), (iv) other terms on which the Relevant Shares are proposed to be sold, (v) details of the Valid Third Party, and (vi) any other material terms of the Viable Exit Offer. 5.9.2. pursuant to the Viable Exit Offer, the Investor shall be provided a full exit from the Company in relation to all (and not less than all the Securities) held by the Investor, which shall be consummated within a period of 90 ninety) days from the date of receipt of the Viable Exit Offer Notice by the Investor (“Viable Exit Offer Period”). 5.9.3. if the Company and/or Promoters fail to provide the Exit to the Investor or the Valid Third Party does not purchase the Securities of the Investors on or before the expiry of the Viable Exit Offer Period, for whatsoever reason, then the transfer restrictions shall fall away and the Company and/or Promoters’ obligation to provide Exit to the Investor under Article 5 shall subsist; 5.9.4. the consideration for the Securities being Transferred by the Investor pursuant to the Viable Exit Offer shall be paid in cash (unless agreed to be settled through issuance of securities, by the Investor and such Valid Third Party), in a single tranche, simultaneously with transfer of Securities and shall not be deferred or subject to any post-closing adjustments or escrow related conditions; 5.9.5. the Investor shall not be obligated to provide any covenants/undertakings on non-compete and non- solicit; however, the Investor shall provide customary representations, warranties and indemnities as to authority, capacity, title to their Securities and tax in relation thereto; 5.9.6. the Viable Exit Offer should have been made after due and satisfactory completion of legal, financial, technical, environmental and tax due diligence by such Valid Third Party (to the extent deemed necessary by it)and procurement of all the requisite approvals and consents (where Company and/or the Promoters or the Valid Third Party need to obtain such approvals as are required for the acquisition of the Securities held by the Investor); 5.9.7. the offer must be a firm and unconditional commitment from the Valid Third Party, i.e., that the Person has full capacity, power, authority, and there should be no further conditions to making the payment; and 6. BUSINESS PLAN AND BUDGET 6.1. Business Plan 6.1.1. The Shareholders acknowledge that the business of the Company will be conducted in accordance with the Initial Business Plan for 5 (five) consecutive Financial Years commencing from the SPA Closing Date and ending in FY 29-30 as set forth in Annexure VI (Initial Business Plan) (“Initial Business Plan”) of the Agreement. The Promoters and Investor agree to closely monitor the performance of the Business of the Company on a regular basis (monthly or more frequently if required). 6.1.2. The Shareholders hereby agree, acknowledge and confirm that the Company and the Promoters shall 558provide the Initial Business Plan, as agreed with the Investor, on the Effective Date. 6.2. Subsequent Business Plans Every subsequent Business Plan (“Subsequent Business Plan”) shall be prepared for each Financial Year subsequent to the period of applicability of the Initial Business Plan. Each Subsequent Business Plan shall be prepared and adopted by the Board not less than 60 (sixty) days prior to the commencement of the relevant Financial Year, subject to the prior written approval of the Investor. 6.3. Budgets 6.3.1. The Directors shall prepare and submit to the Investor an operating and cash flow budget (“Budget”) for the Company on an annual basis not later than 60 (sixty) Business Days before the commencement of a Financial Year for which the Budget is applicable which shall be approved by the Board. Each Budget shall be prepared in accordance with the applicable Business Plan. 6.3.2. If the Minority Director/ Investor and other Directors are unable to agree upon the extent or limit of any particular expenditure in the Budget and the budgeted amount for such expenditure in the Budget is more than 20 (twenty)% as compared to the allocated budget for such expenditure in the preceding Financial Year (“Disputed Expenditure”), then the Company shall operate such Disputed Expenditure within the same limits provided for such expenditure in the Budget of the preceding Financial Year. 6.3.3. If any revenue targets set out in any Budget or any Business Plan are not achieved by the Company, the Company shall endeavour that the fixed expenses, operating and administrative expenses shall also be commensurate with the actual revenue targets achieved vis-a-vis the budgeted revenue targets. 7. RIGHT TO ACCESS COMPANY RECORDS AND INSPECTION 7.1. The Company and the Promoters shall (upon reasonable notice) provide the Investor and their authorised representatives with full access, during business hours, to the necessary books, contracts, reports, records, documents and other information with respect to the Group Companies, the Business, the assets and the Employees, further, furnish to it copies thereof (upon the Investor’s reasonable request and at its cost and expense) along with access to the Employees, if required by the Investor including in connection with conducting a forensic audit of the Company (the reasonable cost and expenses whereof shall be borne by the Company) or for its review of the Business. 7.2. Without limiting the generality of the foregoing, the Company and the Promoters shall provide, the Investor and its authorised representatives with, access to such information and assistance of the Company’s personnel as is reasonably necessary to conduct a review of the Group Companies to confirm that any material weakness, deficiency, internal control failure or system fault identified by the Investor and notified to the Company has been remedied. 7.3. As and when the relevant systems have been put in place by the Company, the Company shall, if necessary, also provide the Investor online access to the Company’s information materials and reporting tools in such manner as may be agreed between the Shareholders. 7.4. The Company shall provide to the Investor all material information relating to the business and affairs of the Company including resignation of any member of the Key Management Team within a maximum period of 5 (five) Business Days of the occurrence or a proposed occurrence (where such occurrence is foreseeable) or all information pertaining to notices or offers for purchase of Securities. 7.5. The Investor shall, at its own cost, be permitted, at all times during normal business hours, subject to notice being given at least 5 (five) Business Days in advance, to visit the offices of the Company and to inspect its material contracts and financials. 7.6. Notwithstanding the above, all Shareholders shall be entitled to access such records, files, papers, minutes, etc. of the Company in their capacity as Shareholders as provided under applicable Laws. 5598. FINANCIAL STATEMENTS, INTERNAL MIS AND AUDITORS 8.1. The Company shall ensure that from the SPA Closing Date: (i) the accounting year of the Group Companies shall end on March 31 each year, and (ii) there should not be any change in the Company’s accounting policies without the prior written approval of Investor. 8.1.1. All important financial and accounting records and statements including the financial statements provided to the Investor shall require the approval and signature of the Promoters or the Finance Head of the Company. 8.1.2. The Company shall and shall cause all its Group Companies to maintain complete and accurate books, records and accounts of its operations, in accordance with applicable laws, at their respective registered office or any other place as provided under applicable Laws. 8.1.3. The approval and/ or adoption of the financial statements of the Company, whether audited or unaudited and making any changes in the Company’s Financial Year or in its accounting / tax policies shall require the consent of the Investor. 8.1.4. The Company and the Promoters shall provide to the Investor the following: 8.1.5. Monthly reporting package on the Business within 20 (twenty) calendar days (or such further period as may be mutually agreed between the Shareholders of the end of each calendar month; 8.1.6. Unaudited consolidated quarterly financial statements and cash flow of the Company for every financial quarter, prepared in accordance with Indian GAAP within 45 (forty-five) calendar days of the end of each financial quarter (“Quarterly Financials”); 8.1.7. Annual Report for each Financial Year comprising of the audited consolidated annual financial statements for each Financial Year prepared in accordance with Indian GAAP accompanied by a report by the statutory auditor including the balance sheet, profit and loss statement and cash flow statement within 90 (ninety) calendar days from the end of each Financial Year; 8.1.8. Draft minutes of Board, committees and Shareholders’ meetings (as may be applicable) within 10 (ten) days of the occurrence of such events; 8.1.9. Copies of the reports of any audit / investigation carried out by any Governmental Authority on the 8.1.10. Company within 10 (ten) days from receipt of such report by the Company; and 8.1.11. Any other document as may be requested by the Investor with respect to the Company or Group Companies limited to the purpose of meeting its compliance or regulatory requirements. 8.2. The Company shall appoint reputed firms of Chartered Accountants as statutory and internal auditors in consultation with and to the satisfaction of Investor. In case the existing auditor as on the Effective Date is changed, the Shareholders shall agree on to appoint such existing auditor in a suitable role with the Company and/or any of the Group Companies. 9. SPECIFIC COVENANTS 9.1. The Company shall ensure that all transactions between the Company and its Related Party(ies) shall be on arm’s length basis and in accordance with the policy for related party transactions, as approved by the Board and the Investor. 9.2. “Related Party(ies)” for the purpose of this Article 9.1 shall mean any of the following: (i) any employee, officer, director of the Company and their respective Affiliates(s); and (ii) any Affiliate and any associated enterprise (as defined under the Income Tax Act, 1961) of the Company. 5609.3. Each of the Company and the Group Companies must comply with applicable ABAC Laws. The Company shall and shall ensure that each of its Group Companies shall maintain and adhere to policies, procedures, systems and controls, to ensure that no payments or gifts are made which are in violation with the UK Bribery Act, 2010, the Foreign Corrupt Practices Act, 1977, Prevention of Corruption Act, 1988 (if applicable) and the relevant laws of the countries in which the Company and its Group Companies operate. The Company undertakes not to commit or allow any Corrupt Practice. 9.4. The Company shall and Promoters shall procure that the Company shall be the exclusive owner of all the Intellectual Properties belonging to the Company and none of the Promoters or Shareholders of the Company or their Affiliates would have any right over the same provided that all Intellectual Properties being used by the Company shall be transferred to the Company, if held by the Promoters or their Affiliates. 9.5. The Company shall form an Audit Committee and Compensation Committee, each consisting of a Promoter nominated Director, one other Independent Director and the Minority Director, if any. The Chairman of the Audit Committee shall be an Independent Director of the Company. Arun Kelkar shall be the Chairman of the Compensation Committee. 9.6. The Company and the Promoters ensure that Minority Director shall not be liable for day-to-day management of the Company and for any default or failure of the Company in complying with the provisions of any Law. The Minority Director shall not be liable to provide any personal guarantee for the Company. Further the Company hereby undertakes that it shall indemnify such Minority Director, in case of any liability accruing, incurred or suffered or borne by it/them except where such claims or liabilities are attributable to fraud or wilful default by such Minority Director. 9.7. The Company shall modify its Memorandum and Articles, whenever required, in consultation with the Investor to reflect the relevant terms of the Transaction Documents. 9.8. The Company agrees to broad base its Board and finalize and/or strengthen the management set-up in consultation with and to the satisfaction of the Investor. 9.9. The Company shall and the Promoters shall ensure that the Investor shall at any time during the subsistence of any of its rights under the Transaction Documents have the right to conduct one internal audit of the Company per financial year, by an internal auditor and define the scope of such internal audit. Provided, however, that the Investor shall give the Company advance notice of at least 5 (five) Business Days prior to such internal audit. The cost and expenses for such internal audit shall be determined by the Board and borne by the Company. Notwithstanding the foregoing, in the event the Investor has a reasonably demonstrable apprehension of fraud, the Investor shall have a right conduct an internal audit, at the cost of the Company. Further, in the event the Company has not appointed an internal auditor, the Investor shall have the right to appoint an internal auditor and the cost of the same shall be borne by the Company. 9.10. The Company shall document and implement the system and processes for research and development, procurement, vendor sourcing, strategic tie-up, marketing, payments, etc, in consultation with the Investor. 9.11. The Company and the Promoters shall ensure that any accrued, unpaid dividends to the Investor shall be paid either in cash or subject to the applicable Law, shall be converted into additional Securities of the Company at the same conversion price that the face value of the Investor Preference Share converts at or the conversion ratio of Investor Preference Shares Securities shall be adjusted in such a manner that the Investor are entitled to receive such number of additional share equivalent to the accrued and unpaid dividend amount in cash. 9.12. The Company shall enter into employment agreements with the Key Management Team or persons holding equivalent designations, and other present and future officers and key people on terms acceptable to the Investor, including (among others) specific provisions relating to compensation, exclusivity, confidentiality, ownership of work product, non-competition, non-solicitation, vesting, if any. The terms of the employment agreements will be in accordance with applicable Laws. 5619.13. The Company and the Promoters hereby undertake that after the Effective Date, the Investor and/or its Affiliates shall neither be named or classified as ‘promoters’ or ‘sponsors’ of the Company and/or the Subsidiaries in the shareholding pattern, financial results, forms, offer documents, any other document required to be filed by the Company with the relevant Governmental Authority or otherwise, nor shall any declaration or statement be made to this effect by the Company and the Promoters, either directly or indirectly, without the prior written approval of all the Investor (in writing). The existing Promoters of the Company shall remain in the control of the Company and shall continue to manage the Company. 9.14. The Promoters hereby undertake that in case if the Investor are unable to exercise the voting rights on the Investor Preference Shares in accordance with applicable Law, in such circumstances the Promoters agree to provide the Investor with voting rights in relation to such number of Equity Shares so as to ensure that the Investor shall exercise the voting right on the Investor Preference Shares on As Converted Basis to achieve the commercial intent of the Shareholders. With respect to voting rights exercised at any meeting of the Shareholders of the Company, the Investor Preference Shares issued to the Investor under these Articles shall carry voting rights as if such Investor Preference Shares have been fully converted into Equity Shares. 9.15. Arun Kelkar, Vikram Kelkar and Nikhil Kelkar shall be involved in the day-to-day management and operation of the Company. 9.16. All new activities / expansions in relation to the Business shall be in the first instance offered by the Promoters to be conducted through the Company; and shall be conducted by or through the Company unless the Investor otherwise decides. 9.17. Utilization Of Internal Accruals: The Company and the Promoters undertake that the monies from internal accruals shall be utilized only for activities compliant with the applicable Laws including foreign exchange regulations and applied by the Company only in accordance with the terms and conditions specified in the Business Plan. The Investor shall have the right to, and upon request, the Promoters and the Company shall provide, such information and documents as may be required to ensure compliance with respect to the use of the monies in accordance with the terms agreed herein. 9.18. Except with the prior written approval of all the Investor, the Company and the Promoters shall not, and the Promoters shall ensure that the Company and its Subsidiaries shall not: 9.18.1. Grant any proxy, or enter into or agree to be bound by any voting trust, with respect to any Securities or any other securities of the Company and its Subsidiaries, except in accordance with these Articles; and 9.18.2. Take any other action, which in any such case is inconsistent with the provisions of the Transaction Documents. 9.19. The Company and the Promoters undertake that the Investor shall not be required to pledge any of its Securities or provide any guarantees to any third party in respect of any borrowing by the Company, and shall ensure that the Company and the Promoters do not create any Encumbrance on the Securities of the Investor. 9.20. The Company shall and the Promoters shall cause the Company and Subsidiaries to: 9.20.1. comply with applicable Laws (as on the Execution Date), in all material respects, in the jurisdictions in which the Company carries on the Business and the Subsidiaries carry on their business; 9.20.2. comply with all terms and conditions of the organisational or charter documents of the Company and the Subsidiaries; 9.20.3. take all steps to make all filings with the relevant Governmental Authority, from time to time, to maintain all approvals, in each case, that are material for the conduct of their business and operations; and 9.20.4. operate only in sectors where foreign direct investment is permitted up to 100% (one hundred percent) 562under the automatic route as per extant foreign investment Laws. 10. RESTRICTIVE COVENANTS OF THE RESTRICTED PERSONS 10.1. As long as the Investor hold any Securities (“Restrictive Period”) the Restricted Persons shall not, carry on or engage, directly or indirectly, in any business which competes with the Restricted Business or any part thereof, participate in any business and/or activity in India or overseas which is the same as or similar to the Restricted Business (including any business under evaluation or discussion by any of the Directors or officers of the Group Company with the management of the Company including the Promoters), save as may be disclosed to the Investor in writing. In case of Transfer by the Investor to any third party, the Promoters agree and acknowledge, on behalf of themselves and the Company that they shall be bound by any restrictive covenants in relation to any competing business as may be required by such third party transferee. 10.2. The Promoters shall ensure that the Group Companies shall be the exclusive vehicle for the Restricted Persons carrying on the Business worldwide during the Restrictive Period. 10.3. The Investor shall have the right to enforce a merger with any other entities controlled by the Promoters engaged in a business which is similar or competing with the Business, if any. 10.4. The Restricted Persons shall not engage in any activity that would breach the terms of these Articles and the Agreement. 10.5. Arun Kelkar, Vikram Kelkar and Nikhil Kelkar shall devote all their time and effort, on an exclusive basis, for carrying on the business and operations of the Group Companies. 10.6. During the Restrictive Period, the Restricted Persons shall not, directly or indirectly, irrespective of whether the relationship between the Group Company and the Restricted Client was originally established in whole or in part through the Restricted Person’s efforts: (i) solicit any Business (other than through and / or on behalf of any of the Subsidiary) including any business under evaluation or discussion by any of the directors or officers of the Group Company with the management of the Group Company including the Promoter; by way of definitive plan(s) from any Restricted Client; (ii) persuade any Restricted Client to cease doing Business with the Group Companies; or (iii) reduce the amount of business which any Restricted Client has customarily done or might propose doing with the Group Companies, unless the same is in the interest of the Company. 10.7. During the Restrictive Period, the Restricted Persons shall not, either directly or indirectly solicit or hire or entice away or endeavor to solicit or to hire or to entice away or assist any other Person solicit or hire or entice away from the Group Company any Employee or any person (whether as an employee, consultant, advisor, independent contractor, partner or otherwise) to who has been an engaged of the Group Company during the immediately preceding 12 (twelve) months unless approved in writing by the Investor, and shall use its best efforts to prevent any of the entities Controlled by such Promoter from taking any such action: a. disclose to any third party the names, backgrounds or qualifications of any employees of the Company or otherwise, in each case, identify them as potential candidates for employment; and b. personally, or through any other Person, approach, recruit or otherwise solicit employees of other Party to work for any other employer. 10.8. The Promoters agree and undertake to cause their respective Affiliates to fully comply with the Restrictive Covenants contained in this Article 10 (Restrictive Covenants of the Restricted Persons). 10.9. The Promoters hereby agree and acknowledge that the restrictions contained in this Article 10 (Restrictive Covenants of the Restricted Persons) are considered reasonable for the legitimate protection of the business and goodwill of the Group Companies and each of the other Shareholders. However, in the event that such restriction shall be found to be void, but would be valid if some part thereof was 563deleted or the scope, period or area of application were reduced, the above restriction shall apply with the deletion of such words or such reduction of scope, period or area of application as may be required to make the restrictions contained in this Article 10 (Restrictive Covenants of the Restricted Persons) to be valid and effective. 10.10. Notwithstanding the limitation of this provision by any applicable Law for the time being in force, the Promoters undertake to at all times, as applicable, observe and be bound by the spirit of this Article 10 (Restrictive Covenants of the Restricted Persons) provided, however, that on the revocation, removal or diminution of the applicable Law or provisions, as the case may be, by virtue of which the restrictions contained in this Article 10 (Restrictive Covenants of the Restricted Persons) were limited as provided hereinabove, the original restrictions would stand renewed and be effective to their original extent, as if they had not been limited by the applicable Law or provisions revoked. 10.11. Each Promoter agrees and acknowledges that the Restrictive Covenants as set forth in this Article 10 (Restrictive Covenants of the Restricted Persons) relates to special, unique and extraordinary matters, and that a violation of any other terms of such covenants and obligations will cause the Company and the other Shareholders irreparable injury. Therefore, each Promoter agrees with respect to itself and for and on behalf of its Affiliates that the Company and/or any of the other Shareholders shall be entitled to a Specific or Injunctive Relief, restraining order or such other equitable relief as a court/tribunal of competent jurisdiction may deem necessary or appropriate to restrain the Restricted Persons from committing any violation of the covenants and obligations contained in this Article 10 (Restrictive Covenants of the Restricted Persons). These injunctive remedies are cumulative and are in addition to any other rights and remedies that the Company and/or the other Shareholders may have at Law or in equity. 11. BOARD OF DIRECTORS 11.1. Composition and Constitution 11.1.1. The number of directors on the Board immediately following the Effective Date shall be 9 (nine) or such other number as the Investor and Promoters may agree upon, from time to time. As on the Effective Date: a) the Investor shall be entitled to nominate and appoint minimum 1 (one) non-retiring Director on the Board (“Minority Director”) provided the Minority Director should not be on the Board of Directors of, or employed with, or engaged by a Competitor, b) the Promoters will be entitled to nominate and appoint 7 (seven) Directors on the Board, and c) 1 (one) independent Director shall be jointly appointed by the Promoters and the Minority Directors or the Investor. 11.1.2. From the Effective Date, the Minority shall be appointed as a member of all the (existing and future) committees of the Board. 11.1.3. The Investor shall appoint its Minority Director by giving a written notice to the Board in accordance with the applicable provisions of the Act. 11.1.4. The Minority Director shall not be required to hold any qualification Securities. The Board shall appoint a Chairman. The Chairman shall not have a casting vote. 11.1.5. The Investor shall be entitled to appoint an observer (“Observer”) on the Board to attend and observe the proceedings of meetings of the Board in the event the Minority Director is not attending any Board meeting. Such Observer shall be entitled to all notices and information distributed to the Board. The Observer shall not be considered as a Director or for quorum, and the Observer shall not be entitled to vote at a Board meeting except observing them. 11.1.6. The Investor shall also have the right to have: (i) its nominee appointed to the board of directors and each of the committees of each of the Subsidiaries as a director, or (ii) an observer in each of its Subsidiaries. 11.1.7. Subject to the provisions of this Article 11 (Board of Directors), the right of appointment of the directors conferred on the Shareholders shall include the right at any time to remove from office any such persons 564appointed by them and from time to time determine the period for which such persons shall hold office as Director. If any Shareholder desires that any of the directors nominated by it should cease to be a Director, the other Shareholder shall exercise its voting rights in such manner so as to ensure such removal as soon as may be practicable. No Minority Director(s) shall be removed from office except with the Affirmative Vote of the respective Investor. The Investor agrees that a Person nominated as a Minority Director or Observer shall not, in any way, be related to, employed by or connected with a Competitor. 11.1.8. The Board may appoint an alternate director to act for a Director (“Original Director”) during his/her absence for a period of not less than 3 (three) months from India in which the meetings of the Board are ordinarily held. Subject to the provisions of this Article 11 (Board of Directors), the Shareholder, which appointed such Original Director, shall have a right to recommend any other person to be the alternate director in place of the Original Director provided that such person is not connected with, related to, or employed by a Competitor. The Shareholders shall ensure that the Board appoints only such person to be alternate director as is recommended by the Shareholder, which appointed such Original Director. An alternate director shall not hold office for a period longer than that permitted to the Original Director. 11.1.9. Subject to the provisions of this Article 11 (Board of Directors), the Shareholders shall each have a right to fill in any casual vacancy caused in the office of the Directors appointed by them, by reason of his/her resignation, death, removal or otherwise. All appointments and/or nominations made by the respective Shareholder shall be in writing and shall take effect on its receipt at the office of the Company or on the date of appointment specified in the notice, whichever is later. 11.2. Meetings and Quorum 11.2.1. Subject to the applicable provisions of the Act and Secretarial Standards issued by Institute of Company Secretaries of India (ICSI), the Board shall hold minimum number of 4 (four) meetings every year in each quarter in such a manner that not more than 120 (one hundred and twenty) days shall intervene between 2 (two) consecutive meetings at a location determined by the Board at its previous meeting, or if no such determination is made, then as determined by the Chairman of the Board. 11.2.2. The Directors shall be entitled to receive all notices, agenda, etc. and to attend all board meetings and Meetings of any committees of the Board of which such Directors are members. 11.2.3. Written notice of at least 15 (fifteen) days of every meeting of the Board of Directors shall be given to every Director and every alternate Director at their usual address whether in India or abroad, provided always that a meeting may be convened by a shorter notice with consent of all the Directors. 11.2.4. The notice of each Board meeting shall include an agenda setting out the business proposed to be transacted at the meeting. Unless waived in writing by all Directors, any item not included in the agenda of a meeting shall not be considered or voted upon at that meeting of the Board. The Director appointed by the Investor shall have the right to require that any matter be included in the agenda of any meeting of the Board by giving reasonable prior notice to the Company. The Company shall give to the Director appointed by the Investor reasonable prior notice of the proposed agenda of any meeting of the Board and consider the suggestions of such Director (and in case of suggestions made by the Directors appointed by any of the Investor, include such suggestions), if any, prior to finalizing the agenda of the meeting. 11.2.5. Subject to provisions of Article12.1, all decisions of the Board shall be taken by majority vote of the Directors present or represented at the meeting. In the event the provisions of Article 12 (Affirmative Vote Items) hereof are unenforceable under Law at the meetings of the Board, all decisions in relation to any of the matters specified in Annexure I shall be taken by the Company only at a general meeting. 11.2.6. A resolution by circulation shall be as valid and effectual as a resolution duly passed at a meeting of the Directors if the same is in accordance with the relevant provisions of the Act. Subject to applicable Law, no resolution shall be deemed to have been duly passed by the Board or a committee thereof by circulation or written consent, unless the resolution has been circulated in draft, together with the information and documents required to make a fully informed decision with respect to such resolution, if any, to all the Directors, including the Minority Director and the Observer, or to all members of the 565relevant committee, as the case may be, at their usual address. If a Director does not convey his acceptance or rejection of the proposed resolution within 7 (seven) days from the date of receipt of the requisite documentation (including explanatory statements and supporting documents), he/she shall be deemed to have rejected the proposed resolution, provided that no business concerning any of the Affirmative Vote Items shall be approved except as specified in Article 12 (Affirmative Vote Items). However, no Affirmative Vote Items shall be taken up for discussion or voted upon unless the Investor consent has been obtained for including such matter in the agenda of the circular resolution. 11.2.7. Quorum for Board meetings. a) The quorum for a meeting of the Board shall be at least 1 (one) Minority Director(s) appointed by the Investor whether present in person or through an alternate director appointed in accordance with these Articles and at least 1 (one) Promoter appointed Director, at the beginning and throughout the meeting of the Board. The Shareholders shall use all reasonable endeavours to procure that a quorum is present at and throughout each meeting of the Board. If within 1 (one) hour of the time appointed for the meeting (“Original Meeting”), a quorum is not present, the Original Meeting shall automatically stand adjourned by 7 (seven) calendar days and reconvene on the 8th (eight) calendar day from the date of the Original Meeting (inclusive of the date of the Original Meeting) at the same place and time. b) At such reconvened meeting (the “First Adjourned Board Meeting”), the Directors present, including the Minority Director and at least 1 (one) the Promoter appointed Director, shall constitute the quorum. In the event at the First Adjourned Board Meeting, the Minority Director and/ or the Promoter appointed Director is not present the Board of Directors of the Company, subject to the quorum being present in terms of the Act may vote and resolve on all matters other than the Affirmative Vote Items. c) In case at the First Adjourned Board Meeting, the Minority Director is not present, the meeting shall stand further adjourned to the same day in the next week (or if such day is a public holiday, to the next Business Day thereafter) at the same time and place as the First Adjourned Board Meeting or such other place and time as may be determined by the Directors (“Second Adjourned Board Meeting”). In the event at the Second Adjourned Board Meeting, the Minority Director is not present, the Board of Directors of the Company, subject to the quorum being present in terms of the Companies Act may vote and resolve on all matters other than the Affirmative Vote Items. 11.2.8. The Directors present (provided that they are sufficient in number to constitute a valid quorum under the Act) at the Second Adjourned Board Meeting, shall constitute the quorum for such Second Adjourned Board Meeting. The Directors present and constituting quorum in terms of this Clause may vote and resolve on all matters excluding the Affirmative Vote Items. The Directors and the directors of the Subsidiary(ies) may in accordance with applicable Law participate in meetings of the Board and /or committees of the Board and /or the board of directors and committees of the board of directors of each of the Subsidiaries through Electronic Mode as may be set out in the notice of the meeting. The place where the Chairman of the Board meeting is sitting shall be taken as the place of the meeting and all recording shall be done at that place. In the event any Director participates in a meeting of the Board through the Electronic Mode, the Chairman of the meeting will be responsible for the conduct of such meeting in accordance with applicable Laws. 11.2.9. Except as otherwise required by the applicable Law, and except for decisions in connection with Affirmative Vote Items, all decisions of the Board shall be made by simple majority. 11.3. Officers in default 11.3.1. The Minority Director shall be a non-executive Director and shall have no responsibility for the day-to- day management of the Company and the Subsidiaries. The Promoters expressly agree and undertake that the Minority Director shall not be liable for any default or failure of the Company in complying with the provisions of any Laws. The Shareholders hereby agree and undertake that the Minority Director will not be treated as “Officer in Default” under the Act or as an “occupier” (of the Company’s premises) under the applicable Laws. Subject to the applicable provisions of the Act, the Promoters shall jointly and severally indemnify, and hold harmless to the fullest extent permitted by Law, the Minority Director(s) from and against any and all Losses (as defined in the SPA) (including without limitation 566attorney’s fees and out of pocket expenses which such Directors may directly or indirectly incur, suffer, and/or bear due to the failure of the Promoters and/or the Company to comply with any of the provisions of any applicable Laws or by reason of the fact that such person is or was a Director of the Company. 11.3.2. In the event that any notice or proceeding has been filed against the Minority Director by reason of him/her being included within the scope of “officer in default”, the Company and the Promoters shall use all feasible efforts to ensure that the name of such Minority Director is excluded/deleted and the charges/proceedings (civil, criminal or otherwise) against such Minority Director are withdrawn and shall also take all steps to defend such Minority Director against such proceedings and the Company shall pay for all liabilities, fines, losses or expenses that may be levied against or incurred by such Minority Director. 11.3.3. The Company and Promoters hereby agree to indemnify and hold harmless any outgoing Minority Director from and against Loss (as defined in the SPA) caused to such Minority Director arising out of, or in relation to or otherwise in respect of such outgoing Minority Director having served as a member of the Board. 11.3.4. To the extent required under applicable Laws, the Company shall and the Promoters shall procure that the Company shall have at all times a designated member of the Key Management Team as an ‘officer- in default’ for the purpose of allocating the liability. Further the Company shall ensure that the aforesaid person shall be responsible to look after day to day compliance of the Company. 11.3.5. The Company shall obtain and maintain sufficient insurance at all times in relation to the conduct of the Business and all essential properties in relation thereto, including a Directors and officers liability insurance policy from a reputable insurance company for a total cover of INR 65,000,000/- (Indian Rupees Six Crore Fifty Lacs) (or such other higher cover as may be decided by the Board from time to time) for each Minority Director. The Company shall at all time (i.e. till the time Transaction Documents are in force) maintain a minimum insurance of INR 65,000,000/- (Indian Rupees Six Crore Fifty Lacs) with respect to Directors and officer liability insurance. The Company shall not terminate any such policy without the consent of the Investor nor shall the Company do or suffer anything to be done which results in the cancellation or invalidity of such insurance. 12. AFFIRMATIVE VOTE ITEMS 12.1. Notwithstanding anything to the contrary contained herein, no resolution shall be passed or decision be taken on any of the matters listed out in Annexure I (Affirmative Vote Items) by: (a) the Board, at or prior to the meeting of the Board, or by circulation; or (b) the Shareholders, at or prior to the meeting of the Shareholders, in respect of any of the Affirmative Vote Items 1 unless the written consent of: 12.1.1. the Minority Director(s), in case of a matter requiring approval of the Board; or 12.1.2. the authorised representative or nominee of the Investor, in case of a matter requiring approval of the Shareholders, is obtained at or prior to any such meeting or prior to passing of any resolution by circulation for it to be validly passed or taken. Any matter which requires an Affirmative Vote on Affirmative Vote Items as per Annexure I (Affirmative Vote Items) cannot be considered passed if the Investor and/ or the Minority Director (as may be contextually applicable) does not provide its written consent. 12.2. No decision of the Shareholders, Board or management of the Company in relation to Affirmative Vote Items shall be valid and effective unless Investor’s consent is received in respect of the same in accordance with the terms of this Clause. 12.3. In the event that any Subsidiary proposes to resolve on any matter, being a matter classified as an Affirmative Vote Item, then such matter may be resolved at the level of such Subsidiary only if such matter has been first approved by the Company with Investor written consent in accordance with terms of this Article 12. 12.4. Save and except as otherwise provided herein, in the event any decision and/or resolution is effected 567without complying with the provisions of this Article12.4, such decision or resolution shall not be valid or binding on any Person including the Company, and no action with respect thereto shall be taken by the Company or the Promoters. 12.5. The Company shall provide all necessary information and material to the Investor to enable them to make a decision relating to the Affirmative Vote Items, as applicable. 13. SHAREHOLDERS’ MEETINGS 13.1. Prior written notice of at least 21 (twenty-one) days for convening a general meeting of the Shareholders shall be given to all of the Shareholders unless a shorter period is agreed upon between the Shareholders. A general meeting may however be called by the Board on less than 21 (twenty-one) days prior written notice, with the prior written consent of not less than 95% (ninety-five percent) of the Shareholders including the Investor. Every notice shall be accompanied by the agenda setting out the particular business proposed to be transacted at the general meeting. A notice given to the Investor Nominee instead of the Investor shall fulfil the requirements of service of notice upon the Investor. 13.2. The notice to the Shareholders shall specify the place, date and time of the general meeting. The notice for a general meeting shall be accompanied by an agenda setting out the business proposed to be transacted thereat with sufficient details and back-up documents; and no business shall be undertaken at any general meeting which is not specified in the said agenda, save and except with the prior written consent of Investor, and in accordance with the applicable Law. 13.3. If any matter in such a general meeting is an Affirmative Vote Item, no such business shall be approved unless approved by the Investor. 13.4. A valid quorum for a meeting of the Shareholders shall be deemed to be constituted only if an authorised representative of the Investor and the Promoters is present at the beginning and throughout such meeting. 13.5. Meetings of the Shareholders 13.5.1. Subject to the provisions of the Act not less than 2 (two) Shareholders shall constitute quorum in the Shareholders’ meetings of the Company which shall include at least 1 (one) representative of the Investor (“Investor Nominee”) and at least 1 (one) representative of the Promoters. 13.5.2. If the quorum is not present within 1 (one) hour from the time when the meeting should have begun, the meeting shall be adjourned and reconvened with the same agenda at the same place and time 7 (seven) days later, or such shorter period as per the provisions of the Act as the Shareholders or their representatives present and the Investor Nominee, agree. At the reconvened meeting (“First Adjourned Shareholders Meeting”), the Shareholders, including the Investor Nominee, present shall constitute the quorum. 13.5.3. In the event at this First Adjourned Shareholders Meeting, the Investor Nominee or its authorized representative is not present, the Shareholders, subject to the quorum being present in terms of the Companies Act, may vote and resolve on all matters other than the Affirmative Vote Items. 13.5.4. In case at the First Adjourned Shareholders Meeting, the Investor Nominee is not present, the meeting shall stand further adjourned to the same day in the next week (or if that day is a public holiday, to the next Business Day thereafter) at the same time and place as the First Adjourned Shareholders Meeting or such other place and time as determined by the Shareholders (“Second Adjourned Shareholders Meeting”). In the event at the Second Adjourned Shareholders Meeting, the Investor Nominee or its authorized representative is not present the Shareholders of the Company, subject to the quorum being present in terms of the Companies Act, may vote and resolve on all matters other than the Affirmative Vote Items. 13.5.5. The Shareholders present (provided that they are sufficient in number to constitute a valid quorum under the Act) at the Second Adjourned Shareholders Meeting, shall constitute the quorum for such Second Adjourned Shareholders Meeting. The Shareholders present and constituting quorum in terms of these 568Articles may vote and resolve on all matters excluding the Affirmative Vote Items. 13.6. The Chairman of all general meetings of the Company shall be appointed in each meeting in accordance with the Act. The Chairman of a general meeting of the Company shall not have a second or casting vote, unless mutually agreed otherwise between the Shareholders. 13.7. Voting at a meeting of the Shareholders / members shall only be by poll. 13.8. Except as otherwise specifically provided in these Articles and in the Act, all decisions of the Shareholders of the Company shall be made by simple majority. If no specific threshold has been prescribed under applicable Law for any matter that is placed at a general meeting due to the provisions of the Agreement or the Articles, a resolution shall be deemed to have been passed if such resolution meets the criteria for passing of ‘ordinary resolutions’ prescribed under Section 114 of the Act. For the purpose of voting, the Investor shall be deemed to have converted all its preference shares into Equity Shares and shall have voting rights on every resolution placed before the Company on the basis of its shareholding in the Company on As Converted Basis, i.e., assuming the conversion of all the preference shares held by it into Equity Shares. 13.9. Rights in Subsidiaries Subject to applicable Law, all rights of the Investor in the Company under Articles 11 (Board Meetings), 12 (Affirmative Vote Items) and 13 (Shareholders’ Meetings) of these Articles, shall apply mutatis mutandis to the Investor in respect of each of the Subsidiaries. 14. INTELLECTUAL PROPERTY OWNED OR USED BY THE GROUP COMPANIES 14.1. The Company and the Promoters shall make good faith efforts to hold in the Company the ownership of any Intellectual Property developed and used by any Affiliates of the Company. Further, the Company and the Promoters hereby agree and acknowledge that if an Affiliate who is the registered owner or holder of any Affiliate IP and such Affiliate ceases to be an Affiliate of the Company, such Affiliate shall forthwith transfer the Affiliate IP to the Company. 14.2. None of the Promoters or Shareholders of the Company or their Affiliates would have any right whether as a sub-licensee or otherwise in respect of any Intellectual Property licensed by the Company from third parties. 14.3. Indemnity 14.3.1. Clause 9 of the SPA pertaining to the indemnification obligations of the Shareholders shall specifically be applicable to these Articles to the extent and in the manner set out therein. 14.3.2. Without prejudice to any other rights available to Investor under Applicable Law or in contract or in equity, each Promoter and Company, severally and jointly, agrees to indemnify, defend, and hold harmless the Investor, its Affiliates, and their respective directors, officers, employees and successors (“Indemnified Party”) from and against all Losses, incurred or, suffered by any of the Indemnified Party arising out of, or as a result of, any Claims (as defined under the SPA). The indemnity procedure as set out in Clause 10 of the SPA shall apply mutatis mutandis for the Claim. 14.3.3. Subject to applicable Law, the Company hereby undertakes that it shall indemnify the Minority Director and/or Investor, against any act, omission or conduct of the Group Companies, the Key Management Team and the Employees, as a result of which the Investor and/or Minority Director incurs or suffers any Loss. 15. LIQUIDATION PREFERENCE 15.1. Upon the occurrence of a Liquidation Event, the Investor will have liquidation preference rights senior to all other outstanding Securities of the Company. The proceeds available for distribution pursuant to such Liquidation Event shall be distributed in the following order of preference (“Liquidation Amount”) 569first, to the Investor, an amount equal to, the higher of: a) 18% IRR of total Sale Consideration; or b) the FMV of the Relevant Shares; or c) what the Investor will receive if it chooses to convert the CCPS into the underlying common Equity Shares, in each case, including the unpaid dividend / interest accrued on the Relevant Shares; 15.2. Notwithstanding anything contained in these Articles if the Investor are unable to realise upon Liquidation Event an amount equivalent to the amounts as applicable in this Clause above, then in such cases the Promoters shall compensate the Investor vis-à-vis any shortfall amount, as applicable out of and to the extent of the proceeds received by the Promoters in such Liquidation Event. 15.3. If the Liquidation Amount exceeds the amount payable to the Investor, after payment of the entire amount to the Investor, if there is any balance Liquidation Amount, such balance Liquidation Amount shall be distributed amongst all the Shareholders, excluding the Investor, on a pro-rata basis to their inter se shareholding in the share capital of the Company on an As Converted Basis. 15.4. For calculating Liquidation Amount, the Liquidation Amount shall be appropriately adjusted on a proportionate basis for anti-dilution adjustments, stock/share splits and consolidations, stock dividends/bonus shares, recapitalizations. 15.5. For the purposes of this Article 15 (Liquidation Preference), reference to each series or class of Securities shall also include a reference to Equity Shares issued upon conversion of such series or class of Securities. 16. EVENT OF DEFAULT 16.1. The following events shall constitute an “Event of Default”: 16.1.1. If the Company, any of the Subsidiaries or any of the Promoters is in material breach of any terms of the Transaction Documents (including any representation or warranty made or given by the Company or the Promoter under the Transaction Documents) and such breach, if capable of being cured, is not cured or remedied by the defaulting Shareholder within 30 (thirty) days of the date of issuance of the Notice of Cure. 16.1.2. A voluntary cessation of Business of the Company or any of the Subsidiaries. 16.1.3. Any involuntary cessation of Business of the Company or any of the Subsidiaries where pursuant to such involuntary cessation, the Business has not re-commenced for a period of 60 (sixty) calendar days. 16.1.4. Any fraud, gross negligence or wilful misrepresentation by the Company or Promoters of the Company. 16.1.5. The: (a) termination of employment of any Promoter for Cause, as determined by the Independent Firm; or (b) voluntary resignation by any Promoter, without Investor’s consent except where such termination is solely on account of death or permanent disability, as certified by a reputed medical practitioner, or critical illness which impedes or likely to impede the capacity of the Promoter to devote all his time and effort, for carrying on the business and operations of the Group Companies. 16.1.6. Any penal action imposed on the Company by any Governmental Authority on account of the Company undertaking any business activity, such that it adversely affects the: (i) ability of the Company to carry on its Business; or (ii) Exit of the Investor. 16.1.7. The Company, voluntarily or involuntarily, is or has become subject to proceedings under any bankruptcy or insolvency law, or if a liquidator is appointed or allowed to be appointed for all or any part of the assets of the Company under any bankruptcy or insolvency law, or if an attachment or distraint has been levied on any of the Company’s assets or any part thereof or proceedings have been taken or commenced for recovery of any dues against the Company under any bankruptcy or insolvency law, and a stay order against any such proceedings is not obtained within a period of 60 (sixty) days of commencement of such proceedings or the concerned Promoter becomes bankrupt, insolvent or makes 570any arrangement or composition with his/her creditors or takes or suffers any similar action or occurrence in any jurisdiction or is subject to a distress or execution or other process levied or enforced upon or sued against a substantial part of the assets, and a stay order against such proceedings is not obtained within a period of 60 (sixty) days of commencement of such proceedings. 16.1.8. Breach by any Promoter of the term of their respective employment agreements; or 16.1.9. Occurrence of Material Adverse Effect. 16.2. Upon occurrence of Event of Default, the Company or the Promoters shall be required to notify the Investor of the same, immediately and no later than 5 (five) calendar days from the date when they become aware of occurrence of the Event of Default specifying the nature of the Event of Default. 16.3. The Investor shall notify the Company and the Promoters, in writing (“Investor EOD Notice”) of an Event of Default within 30 (thirty) days of the Investor becoming aware of the occurrence of an Event of Default. For the avoidance of doubt, the absence of issuance of a written notification by the Investor, except in the case of Articles 16.1.1, 16.1.4 16.1.8 and 16.1.9, shall not waive or relieve the Company and/or the Promoters from the performance of their respective even obligations under this Article 16. Absence of any notification from the Company and/or the Promoters under Article 16.2 above shall not prejudice the rights of the Investor to issue the Investor EOD Notice under this Article 16 in any manner whatsoever. 16.4. Notwithstanding anything contained in Article 2 (Share Transfers) of these Articles, upon occurrence of an Event of Default: 16.4.1. the Investor shall be entitled to terminate the Agreement forthwith by giving a notice in writing, upon the occurrence of any one or more of the Events of Default; 16.4.2. the rights of the Promoters under these Articles and the Agreement shall automatically fall away without requiring any further act or deed by any other Shareholder; 16.4.3. all restrictions on Transfer of the Securities held by the Investor and/or their Affiliates shall fall away without requiring any further act or deed by any other Party, and the Investor shall have the right to Transfer the Shares held by them to any Person (including to a Competitor) without any restriction; 16.4.4. require the Company and the Promoters to procure an accelerated exit as contemplated in Article 5 (Exit Options) of these Articles (including QIPO, Drag Along Sale), to the Investor; 16.4.5. Investor may claim indemnity up to the Sale Consideration and recover all legal costs and expenses incurred by the Investor in connection thereto, from the Promoters; 16.4.6. Investor may require the Promoters, by giving notice in writing, to purchase from the Investor and/or the Person nominated by them holding Securities of the Company, all the Securities held by the Investor and/or the Person nominated by it/them holding Securities of the Company at the higher of Fair Market Value of such Securities or IRR of 18% (eighteen percent) of the total Sale Consideration plus accrued dividend, if any and declared but unpaid dividends, if any. In such an event, the Promoters shall be obliged to purchase from the Investor and/or the Person nominated by it/them holding Securities of the Company all the Securities held by it/them within 30 (thirty) days from the date on which the Fair Market Value is determined; and/or 16.4.7. If such Event of Default is attributable to a Promoter, such Promoter shall resign from the Board and/or require the Company to, and consequently the Company shall be obligated to, forthwith terminate the employment of all or any of the Promoters. 17. ASSIGNABILITY 17.1. The Promoters and the Company shall not be entitled to assign their rights and obligations under the Agreement and these Articles in any manner without the prior written consent of the Investor. 57117.2. Subject to the terms of these Articles and the Agreement, in the event any Promoter Transfers part of its shareholding to a Third Party Purchaser, such Third Party Purchaser shall be an ordinary Shareholder, without any special Shareholder rights, and the rights of the Third Party Purchaser shall be governed by the Articles of the Company. 17.3. The Investor shall be entitled to assign its rights and obligations under these Articles and the Agreement to any one or more of its Affiliates or any of their respective directors, officers or partners at all times without the consent of any other Shareholder, except, subject to Article 2.2, in case of a transfer to a Competitor. 18. SEVERABILITY Any provision in the Article, which is or may become prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of these Articles or affecting the validity or enforceability of such provision in the same or any other jurisdiction. Without prejudice to the foregoing, the Shareholders will immediately negotiate in good faith to replace such provision with a proviso, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces. In the event the Shareholders cannot renegotiate such provisions, then: 18.1. such provisions shall be excluded from these Articles; 18.2. the remainder of the Articles shall be interpreted as if the provisions were so excluded; and 18.3. the remainder of the Articles shall be enforced in accordance with its terms. 19. NO LIEN ON SECURITIES HELD BY THE INVESTOR The Investor shall not be required to pledge its Securities to provide any form of support to any Person or a negative Lien, including but not limited to the lenders of the Company. 20. CO-OPERATION The Shareholders shall co-operate with each other to fully and effectually implement the spirit, intent and specific provisions of these Articles and in the event of any Transfer of Securities by the Investor, the Company and the Promoters shall provide all necessary representations, warranties and indemnities in relation to the Business and affairs of the Company, as may be reasonably required by the Investor. Further the Company and the Promoters shall also provide access to the Confidential Information, documents and facilities and employees for the purposes of due diligence, making presentations to potential purchasers, discussing the Business and the execution of any documents required for the Transfer by the Investor of any or all its rights under these Articles as may be reasonably required by the transferee, subject to the terms of Clause 23 of the Agreement. 21. RELATIONSHIP BETWEEN SHAREHOLDERS Except as stated in these Articles, nothing in these Articles or in any document referred to in it shall constitute any of the Shareholders a partner of the other, nor shall the execution, completion and implementation of these Articles confer on any Shareholder any power to bind or impose any obligation on any other Shareholder or to pledge the credit of any other Shareholder. 22. PUBLICITY The Company shall not and the Promoters shall procure that the Company shall not use the name of the Investor for making any announcement or in any manner whatsoever, context or format (including press releases, etc.) or any of the matters dealt with in the Transaction Documents without the prior review and written consent of the Investor (which may include consent given by electronic mail or facsimile 572transmission), provided that the Investor shall not unreasonably withhold the consent. 23. APPLICATION OF THE ARTICLES 23.1. The terms of these Articles shall apply mutatis mutandis to: 23.1.1. any Securities which may be received by the Shareholders resulting from any conversion, reclassification, re-designation, subdivision or consolidation or other change of the Securities; and 23.1.2. any successor body corporate as a result of any merger, amalgamation, arrangement or other authorization of or including the Company; and 23.1.3. prior to any such action being taken, the Shareholders shall give due consideration to any changes which may be required to these Articles in order to give effect to the intent of this Article. 24. CHANGE IN LAW, ETC. In case of any change in applicable Law in India that has an effect on the terms of these Articles, the Articles would be reviewed, and if deemed necessary by the Shareholders, renegotiated in good faith. 25. AMENDMENTS AND WAIVERS 25.1. Any provision of these Articles may be amended if, and only if such amendment is in writing and approved by members through a special resolution in a General Meeting and as prescribed in the Shareholders’ Agreement. No amendment of any term or condition of these Articles, which adversely affects any Shareholders, shall be effective, without the consent of such Shareholder. 25.2. Unless provided otherwise in these Articles, any provision of these Articles may be waived if, and only if such waiver is in writing and signed by the Shareholder against whom the waiver is to be effective. No waiver by any Shareholder of any term or condition of these Articles, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of these Articles on any future occasion. 25.3. No failure or delay by either Shareholder in exercising any right, power or remedy under these Articles shall operate as a waiver of the provisions of these Articles, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind or character on the part of any Shareholder of any breach or default under these Articles or any waiver on the part of any Shareholder of any provisions or conditions of these Articles, must be in writing and shall be effective only to the extent specifically set forth in such writing. 26. PROMOTER REPRESENTATIVE The Promoters hereby agree and acknowledge that, notwithstanding any formal or informal arrangement entered into amongst them, all rights vested in each of the Promoters under these Articles, the Articles and the Memorandum shall be exercised by them as a group, represented and communicated only through Vikram Kelkar (“Promoter Representative”) or such other Promoter as notified to the Investor from time to time. Each of the other Promoters hereby irrevocably nominate and authorize Vikram Kelkar to exercise all rights vested in him in relation to the Company under these Articles, the Articles and the Memorandum. The Promoters agree and acknowledge that any decision taken by the Promoter Representative shall be valid and binding upon them. Any notice, communication, approval or consent granted by Vikram Kelkar shall be binding on the Company. 27. ARTICLES The Shareholders shall ensure that the Articles of the Company, shall at all times incorporate the terms of the Shareholders Agreement to the maximum extent permitted under Law and the Promoters and the Investor hereby agree to exercise its voting rights at the special resolution and take such other actions as may be necessary to cause the Company to adopt the provisions of the Shareholders Agreement into the 573Articles at the SPA Closing Date, and to make all amendments thereto, including appropriate amendments to the Articles, as may be required from time to time. Every Shareholder, present and future, shall be deemed to join the Company with full knowledge of the terms and conditions set forth in the Shareholders Agreement and the Articles. 28. SURVIVAL Notwithstanding the above, Articles 10 (Restrictive Covenants of the Restricted Persons), Clause 23 of the Agreement, 24 (Publicity), Clause 19 (Governing Law and Arbitration) of the Agreement to 33 (Binding Effect) and such other provisions which either expressly or by their nature survive the termination of these Article, shall not extinguish upon the termination of these Articles subject to applicable Law. The termination of these Articles for any cause shall not release any Shareholder from any liability, which at the time of termination has already accrued and is subsisting. 29. CUMULATIVE REMEDIES Unless otherwise provided in these Articles, all the remedies available to the Shareholders, either under these Articles or under applicable Law or otherwise afforded, will be cumulative and not alternative or exclusive of any rights, powers, privileges or remedies provided by these Articles, applicable Law or otherwise. No single or partial exercise of any right, power, privilege or remedy under these Articles shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy. 30. FURTHER ASSURANCE: The Shareholders shall do or cause to be done such further acts, deeds, matters and things and execute such further documents and papers as may reasonably be required to give effect to the terms of these Articles. 31. SPECIFIC PERFORMANCE These Articles shall be specifically enforceable at the instance of any Shareholder. A non-defaulting Shareholder will suffer immediate, material, immeasurable, continuing and irreparable damage and harm in the event of any material breach of these Articles and the remedies at applicable Law in respect of such breach will be inadequate and that such non- defaulting Shareholder shall be entitled to seek specific performance against the defaulting Shareholder for performance of its obligations under these Articles in addition to any and all other legal or equitable remedies available to it. 32. BINDING EFFECT Except as otherwise expressly provided herein, the provisions contained in these Articles shall inure to the benefit of, and be binding upon, the successors and permitted assigns, of the Shareholders. 33. INVESTORS RIGHTS 33.1. The Investor and its transferee and their Affiliates (“Investor Parties”) shall be treated as a block with respect to all their rights under these Articles. All shareholding thresholds in respect of Investor Parties under these Articles and/or any other Transaction Document shall be calculated on an aggregate basis. 33.2. The Investor Parties hereby agree and acknowledge that, notwithstanding any formal or informal arrangement entered into amongst them, all rights vested in each of the Investor Parties under the Agreement, the Articles and the Memorandum shall be exercised by them as a group, represented and communicated through Ashish Shankar Pandare (“Investor Representative”) or such other Person as notified by the Investor from time to time. Each of the Investor Parties hereby irrevocably nominate and authorize the Investor Representative to exercise all rights vested in them in relation to the Company under the Agreement, the Articles and the Memorandum. The Investor Parties agree and acknowledge that any decision taken by the Investor Representative shall be valid and binding upon them. Any notice, communication, approval or consent granted by Investor Representative shall be binding on the Company. 574ANNEXURE I AFFIRMATIVE VOTE ITEMS All Affirmative Vote Items available to the Investor in relation to the Company hereunder shall also be available to the Investor in relation to each of the Subsidiaries, and accordingly the term ‘Company’ used in this Annexure II, shall be deemed to include reference to each of the Subsidiaries. The following matters shall be referred to as Affirmative Vote Items: 1. adoption, approval of, or amendment to, the Business Plan (including the budget) which will be prepared at the beginning of each financial year; 2. commencement of any new business or any change Company’s existing Business or ceasing to conduct any existing business or diversification into business areas unrelated to its existing businesses and/or acquisition, disposition or dilution of a substantial interest in any other business, company, partnership or sole proprietorship and/or deviations in operating expenses from the mutually agreed Business Plan or adoption of any new business plan by the Company; 3. the: (a) sale, transfer, lease, exchange or other disposition of assets or any interest therein or sale or disposition of any part of the undertaking and/ or goodwill of the Company in excess of INR 50,000,000 (Indian Rupees Five Crores only); and (b) creation of mortgage, charge, pledge, lease financing, creation of a lien, Encumbrance and raising debt in excess of INR 750,000,000 (Indian Rupees Seventy Five Crores only), in each case, in a Financial Year, over and above the extent approved in the Business Plan; 4. making investments in any form provided that this will not include any investment of Company’s surplus funds into short-term deposits/investments which can be liquidated at will and are immediately receivable by the Company; 5. subscribing to shares, debentures, other securities of any entity or any investment by the Company in any other company or business; 6. capital expenditure exceeding INR 50,000,000 (Indian Rupees Five Crores only), from the limits set out under the Business Plan; 7. (i) entering into or varying the terms of any related party transactions, other than the transactions between the: (a) Company and its wholly-owned subsidiaries; and (b) parent of the Company and the Company; or (ii) any matter relating to the execution of an agreement or any contract or arrangement between the Company and any or all of the Promoters, Key Management Team or their affiliates/relatives or matters relating to termination of such agreements, contracts or arrangements; 8. the structuring, pricing and timing and all other terms and conditions of a QIPO or an offer for sale of Securities including appointment of investment banking firm for such purpose or any trade sale or an offer for sale of Securities of the Company; 9. any change in the Company’s Financial Year or in its accounting policies such as depreciation practices, unless required under applicable Laws; 10. appointment, dismissal, removal of or resignation by or changes to senior management positions or Key Management Team including Chief Executive Officer, Chief Financial Officer, Company Secretary, whose remuneration exceeds INR 7,500,000 (Indian Rupees Seventy Five Lakhs only); 11. mergers, acquisitions, disinvestments, creation of subsidiaries, consolidation, reconstitution, reconstruction, recapitalization, reorganization or other business combination involving the Company and/ or its Subsidiaries; 12. the institution, withdrawal or settlement of any material litigation, legal action or proceedings or dispute in which the Company is a party, other than in ordinary course of business and exceeds INR 5,000,000 (Indian Rupees Fifty Lakhs); 57513. distribution of capital or profits by dividends, capitalization of reserves or otherwise; 14. distribution of profits or commissions to Shareholders, employees or Directors of the Company other than sales or performance linked incentives provided by the Company in the ordinary course of business; 15. adoption or modification of any profit sharing or incentive scheme or policy for the benefit of the employees; 16. issuance or grant of Securities, equity-linked instruments or any option in any form to acquire/ subscribe to Equity Shares of the Company or any form of capital restructuring and altering rights of any class of Shareholders and the Investor; 17. amendment of the Memorandum or Articles of the Company including any change in the name of the Company or the registered office of the Company or change in legal status of the Company; 18. any alteration or, change in, the rights, preferences or privileges of the Investor’s Securities including undertaking any action that has the effect of altering or changing the rights and privileges of the holders of the Investor’s Securities; 19. utilization of free reserves, securities premium amount and the proceeds of the issue of any Securities; 20. acquisition of other businesses or material assets (by way of share purchase, business transfer, slump sale, asset purchase or any other mode of acquiring a business), including creation of joint ventures or partnerships or the creation of a Subsidiary; 21. voluntary liquidation or dissolution of the Company; 22. entering into, variation or termination of any material agreement or arrangement outside the ordinary scope of business by the Company; 23. approval and adoption of annual accounts, annual operating budget, Company’s Balance Sheet, Profit & Loss Account, Report of the Board of Directors and Report of Auditors for any Financial Year of the Company; 24. appointment, removal, change of any Directors on the Board, the approval of or payment of any fee, providing for or altering compensation or other remuneration (in cash, in kind or otherwise) to any of the Directors in his capacity as director of the Company; 25. entering into any compromise with any of the creditors or any class of them by the Company with regard to any debts in excess of INR 20,000,000 (Indian Rupees Two Crores only); 26. appointment or removal or change of the statutory auditors and internal auditors of the Company; 27. the sale, transfer or grant of any brand name, service mark, trade mark, trade secret or intellectual property right or other intangible asset; 28. the increase, reduction, sub-division, redemption, cancellation or variation of the Company’s authorized or issued share capital or any terms of such issue, or any creation or issue of any Shares or other securities (including Equity Shares, preference shares, non-voting shares, warrants, options, debentures, bonds and such other instruments) and terms thereof or buyback of Securities by the Company; 29. creation or adoption or amendment of stock option plans, stock appreciation rights plans, other management or employee incentive plans including any terms thereunder; 30. any purchase or other acquisition of, or payment of any dividend on any of the equity or the Investor Preference Shares of the Company, other than repurchases or buy back pursuant to the terms of the Agreement; 57631. Change of Control of the Company; 32. utilization by the Company of its working capital and operating reserves beyond projected Business Plan; 33. any and all matters relating to the investments by the Company in any of its subsidiaries and issues relating to sale or divestment of investments or holdings by the Company in any of its Subsidiaries; 34. any increase or decrease in the composition of the Board; 35. provision of: (a) loans to any of the Directors, or (b) loans/ advances to employees for an amount exceeding INR 1,500,000 (Indian Rupees Fifteen Lakhs only) per employee and INR 5,000,000 (Indian Rupees Fifty Lakhs) in aggregate for all loans and advances to employees; 36. winding up any subsidiaries (including any wholly owned subsidiary) of the Company; 37. capitalised revenue expenses, other than as permissible under the applicable Indian accounting standards; 38. entering into any third-party agreements or any contracts, except contracts that are in the ordinary course of business, and are not with or on behalf of Related Parties. For the purposes of this paragraph, ‘ordinary course of business’ shall mean such agreements or contracts which, in a financial year, do not exceed INR 250,000,000 (Indian Rupees Twenty Five Crores) individually, and INR 400,000,000 (Indian Rupees Forty Crores) in aggregate; 39. acceptance of deposits (as defined under the Act); and 40. any agreement or arrangement or commitment to give effect to any of the above matters. 577ANNEXURE II DEED OF ADHERENCE This Deed of Adherence (the “Deed”) is made this ________ day of ________, _____. BETWEEN __________________, hereinafter called the “Covenantor” which expression shall, unless repugnant to the meaning or context thereof be deemed to include its Affiliates, heirs, executors, successors and permitted assigns) to whom the Securities of [●] Limited (hereinafter referred to as the “Company”) have been [issued / transferred] by ________________ (the “Transferor/Issuer”); AND The Company AND ______________________, (the “Continuing Shareholders”). THIS DEED IS SUPPLEMENTAL to the Shareholders Agreement (the “Agreement”) made the ___________ day of _______________, 20__, between the Transferor, the Company, and the Continuing Shareholders. NOW THEREFORE THIS DEED OF ADHERENCE WITNESSETH AS FOLLOWS: In consideration of the [Transferor / Issuer] having [transferred/issued] its Securities to the Covenantor and in consideration of the Company and the Continuing Shareholders having agreed to such [transfer/issue], the Covenantor hereby agrees and undertakes as follows: 1. The Covenantor hereby confirms that a copy of the Agreement and the Articles of the Company have been made available to it and hereby covenants with the Continuing Shareholders and the Company to observe, perform and be bound by all the terms which are capable of applying to the Covenantor and the Covenantor shall be deemed to be a Shareholder with effect from the date on which the Covenantor is registered as a member of the Company as a Shareholder. 2. The Covenantor hereby covenants that it shall do nothing that derogates from the provisions of the Agreement and the Articles of the Company. 3. The Covenantor further confirms and recognises that the Company shall not be bound to give effect to any act or voting rights exercised by the Covenantor which are not in accordance with the Agreement. 4. The Covenantor represents and warrants to the Continuing Shareholders that: (a) It is a person competent to execute and deliver, and to perform its obligations under this Deed. (b) The execution and delivery by it of this Deed and the performance of its obligations hereunder do not and will not violate any provision of any regulations or any agreement to which it is a party or by which it or any of its properties are bound. (c) No authorisation or approval of any governmental agency is required to enable it to lawfully perform its obligations hereunder. 5. [This clause is only to be included where the Covenantor is an Affiliate of the Transferor or the issuance is made to an Affiliate of the Transferor] The Covenantor and the [Transferor/Issuer] recognise that the [transfer/issue] of Securities has been permitted on the sole ground that the Covenantor is an Affiliate of the Transferor. The Covenantor and the Transferor covenant that in the event that the Covenantor ceases to be an Affiliate of the Transferor, prior to such cessation, the Covenantor shall transfer to the Transferor, and the Transferor shall acquire from the Covenantor, all Securities in the 578Company as may be held by the Covenantor. Pending such acquisition, all beneficial interest in such Securities shall vest in the Transferor with immediate effect, and the Transferor shall, and the Covenantor shall not, be entitled to exercise all rights attached to or otherwise arising out of the holding of the Securities. This Deed of Adherence shall be governed in all respects by the laws of India. Executed as a DEED the day and year first before written. For: ________________ Covenantor For: ________________ Continuing Shareholders 579ANNEXURE III ANTI-DILUTION FORMULA PART A FORMULA FOR FULL RATCHET ANTI-DILUTION The Investor has a ‘full ratchet’ differential right protection and anti-dilution (adjusted for stock splits, bonus or other restructuring) for all further issuances which are done at better terms and/or a lower price/ pre money valuation of the Company than that for the Investor (Relevant Investor) under the terms of the Agreement, on an As Converted Basis applicable to the entire capital structure prior to such an issuance. By way of illustration, application of the full ratchet anti-dilution is illustrated below – Suppose at the time of the new issue, the existing equity shares of the Company were 122,093,116. The Investor A had invested ₹ 250,000,000/- at a blended post money valuation of ₹ 2,500,000,000/-. The pre-issue cap table is as follows: Shareholder Shares % Promoters 109,883,804 90% Investor A 12,209,312 10.00% Total 122,093,116 100.00% In a subsequent round of investment by a new investor, Investor B (“NI”), due to reduction in the Company’s valuation, the NI invests ₹ 250,000,000/- in exchange for a 40% (forty percent) stake in the Company on an As Converted Basis. Thus, the new post money value of the Company is ₹ 625,000,000/-. Since this round is being done at a lower price and the pre money valuation of the Company is lower than at the time of the relevant investment, the Investor A will be non-dilutive to this round and the Relevant Investor’s stake will change as follows: Anti-Dilution Conversion Factor (X) = Old Post Money Valuation / New Post Money Valuation = 2,500,000,000 / 625,000,000 = 4.0 Revised Stake = X * Old Relevant Investor Stake = 4.0 * 10% = 40% Since the NI will get a 40% stake and Investor A’s stake will get revised to 40%, the Promoters will together have a residual stake of 20% equity ownership in the Company. This is illustrated as below: Existing Promoters pre issue shares on an As Converted Basis = P = 109,883,804 Existing Investor A’s pre issue shares on an As Converted Basis = M = 12,209,312 Promoters new stake after Dilutive Issuance = P1 = 20% Total Investor A’s Shares after Dilutive Issuance = M1 Total Investor B’s Shares after Dilutive Issuance = NI1 Total New Shares after Dilutive Issuance = Z – P – M Total New Capital base (Z) = P/P1 = 109,883,804/ 20% 580= 549,419,020 Therefore M1 = Z * New Relevant Investor Ownership = 549,419,020* 40% = 219,767,608 Therefore NI1 = Z * New Investor Ownership = 549,419,020* 40% = 219,767,608 Thus, the new Cap table post issue of shares to the investor and application of the full ratchet anti-dilution will be as follows: Shareholders Shares % Promoters 109,883,804 20% Investor A 219,767,608 40% Investor B 219,767,608 40% Total 549,419,020 100.00% Total New Shares to be issued by Company = Z – P – M = 549,419,020 – 109,883,804- 12,209,312 = 427,325,904 Incremental New shares to be issued by = M1 – M Company to Investor A = 219,767,608 - 12,209,312 = 207,558,296 In the event of anti-dilution, if shares need to be transferred by the Promoters to Investor A, assuming the same post money valuation for the dilutive round of ₹ 625,000,000/-, NI gets 40% (forty percent) stake in the Company for ₹ 250,000,000/-. Investor A’s stake gets revised to 40% (forty percent) as per the above mentioned conversion ratio. Therefore, Current Company Capital Base (C) = 122,093,116 Revised Capital Base (Z1) = C / (1 - NI Ownership) = 122,093,116/ (1 - 40%) = 203,488,527 NI shares = Z1 *40% = 203,488,527 * 40% = 81,395,411 Total Investor A’s Shares after dilutive issuance. = M2 Therefore M2. = Z 1* New Investor A’s Ownership = 203,488,527 * 40% = 81,395,411 Shares to be transferred by promoters = M2 - M to Relevant Investor (T) = 81,395,411 - 12,209,312 = 69,186,099 New Promoter Shares (P1) = P - T = 109,883,804 – 69,186,099 = 40,697,705 581Thus, the new Cap table post issue of shares to the new investor and application of the full ratchet anti-dilution after transfer of shares by promoter to the Relevant Investor will be as follows: Shareholders Shares % Promoters 40,697,705 20% Investor A 81,395,411 40% Investor B 81,395,411 40% Total 203,488,527 100.00% 582ANNEXURE IV TERMS OF INVESTOR PREFERENCE SHARES The rights attached to the Investor Preference Shares held to the Investor are as follows and shall mutatis mutandis be reproduced in the Articles: 1. 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. 2. 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. 3. CONVERSION (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 3(a)(i) above, the Company shall at the relevant time proceed for Conversion with prior written confirmation of the Investor. (d) In the event of occurrence of events under paragraph 3(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 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 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 583the 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. 4. CONVERSION RATIO (a) Subject to the provisions of Article 5 (Anti-dilution), adjustments pursuant to sub-clause (b) below and any other applicable provisions of these Articles, 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 the Investors with a complete exit within a period of 90 (ninety)ss days at a price equal to or more than the Trigger Price. For the purposes of these Articles, “Adjustment Event” shall mean any of the following: (i) Company’s failure to achieve profit after tax (i.e., not taking into account any exceptional or one- off items) of INR 252 million for FY 2024-25 (“Projected 25 PAT”) and the shortfall exceeds 5% of the Projected 25 PAT; or (ii) Company’s failure to achieve profit after tax (i.e., not taking into account any exceptional or one- off items) of INR 407 million for FY 2025-26. The Adjustment Event will not be triggered in the event the QIPO is consummated prior to 31 May 2026. 5. 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. 6. 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. 7. 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. 8. ALTERATION OF TERMS OF ISSUE 584For any amendment/alteration of the terms of issuance of the Investor Preference Shares, the prior written consent of the Investor shall be necessary. 9. 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. 10. SEVERABILITY OF PROVISIONS Any provision of the Investor Preference Shares that is found to be prohibited or unenforceable shall be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of the Investor Preference Shares or affecting the validity or enforceability of the provision in any other jurisdiction. 585SCHEDULE A Adjustment of Conversion 1. Definitions: For the purposes of these Articles, the following terms shall have the meanings ascribed to them: a) “Base Conversion Ratio” or “BCR” shall mean the initial conversion ratio of the Compulsorily Convertible Preference Shares (CCPS) into equity shares, as agreed upon on the date of issuance. b) “Target PAT” shall mean the projected profit after tax (PAT) of the Company for the relevant financial year as specified below: (i) For FY 2024-25, INR 252 million. (ii) For FY 2025-26, INR 407 million. (iii) FY 2026-27, INR 560 million. c) “Actual PAT” shall mean the profit after tax of the Company for the relevant financial year as determined in accordance with the audited financial statements of the Company, prepared in accordance with Indian Accounting Standards (Ind AS). d) “Adjustment Factor” or “AF” shall be arrived at as follows: AF = Target PAT divided by Actual PAT. If the Actual PAT is less than the Target PAT, the AF will reflect the proportional decrease. e) “Adjusted Conversion Ratio” or “ACR” shall be arrived at as follows: ACR=BCR×AF If the Actual PAT is less than the Target PAT, the BCR will be adjusted based on the AF. 2. Timing of Adjustments: The adjustment to the Conversion Ratio shall be determined within 60 (sixty) days following the conclusion of each Financial Year and shall take effect immediately upon such determination. The adjusted ratio shall be communicated to all CCPS holders in writing. 3. Multi-Year Adjustment Projections: The adjustment formula shall apply separately for FY 2024-25 and FY 2025-26, using the corresponding Target PAT for the respective year. 586SECTION IX – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The copies of the following contracts which have been entered or are to be entered into by our Company (not being contracts entered into in the ordinary course of business carried on by our Company or contracts entered into more than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed material will be attached to the copy of the Red Herring Prospectus which will be delivered to RoC for registration. Copies of these contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office between 10.00 a.m. and 5.00 p.m. on all Working Days from the date of the Red Herring Prospectus until the Offer Closing Date. Copies of the documents for inspection referred to hereunder, will also be available on the website of our Company at www.hexagonnutrition.com from the date of the Red Herring Prospectus until the Offer Closing Date (except for such agreements executed after the Offer Closing Date). Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time, if so required, in the interest of our Company, or if required by the other parties, without reference to the Shareholders, subject to compliance with the provisions of the Companies Act and other applicable laws. A. Material Contracts 1. Offer Agreement dated August 26, 2025 entered into between our Company and the Book Running Lead Managers. 2. Registrar Agreement dated July 16, 2025 entered into between our Company, and the Registrar to the Offer. 3. Cash escrow and sponsor bank agreement dated [●] entered into among our Company, the Selling Shareholders, the BRLMs, the Syndicate Members, Banker(s) to the Offer and the Registrar to the Offer. 4. Share escrow agreement dated [●] entered into among the Selling Shareholders, our Company and the Share Escrow Agent. 5. Syndicate Agreement dated [●] between our Company, the Book Running Lead Managers, the Syndicate Members and Registrar to the Offer. 6. Underwriting Agreement dated [●] between our Company, the Book Running Lead Managers and the Underwriters. B. Material Documents 1. Certified true copies of the Memorandum and Articles of Association of our Company, as amended from time to time. 2. Certificate of Incorporation dated May 27, 1993 issued by Registrar of Companies, Maharashtra 3. Fresh Certificate of Incorporation dated January 10, 2006, issued subsequent to change in name from “Hexagon Chemoils Private Limited” to “Hexagon Nutrition Private Limited”. 4. Fresh Certificate of Incorporation dated November 15, 2021, issued consequent upon conversion from private company to public company and consequent upon change in the name of the Company from “Hexagon Nutrition Private Limited” to “Hexagon Nutrition Limited”. 5. Resolution of the Board of Directors dated June 27, 2025 authorising the Offer and other related matters. 6. Resolution of the Board dated September 23, 2025 approving this Draft Red Herring Prospectus for filing with SEBI and the Stock Exchanges. 7. Copies of annual reports of our Company for the last three Fiscals, i.e., 2025, 2024 and 2023. 5878. The examination report dated August 22, 2025 of our statutory auditor on the restated consolidated financial information included in this Draft Red Herring Prospectus. 9. Industry report titled “Industry Report on Indian Nutrition and Wellness Industry” dated September 4, 2025 included in the relevant sections of this Draft Red Herring Prospectus and also available on the website of our Company at www.hexagonnutrition.com. 10. Consent dated September 4, 2025 issued by CARE Analytics and Advisory Private Limited for inclusion of their name and to reproduce the industry report titled “Industry Report on Indian Nutrition and Wellness Industry” in this Draft Red Herring Prospectus. 11. Statement of Tax Benefits dated September 23, 2025 issued by our Statutory Auditors included in this Draft Red Herring Prospectus. 12. Certificate dated September 23, 2025 from Statutory Auditors verifying the Key Performance Indicators (KPIs). 13. Certificate on Weighted Average Price and Cost of Acquisition of Equity Shares by our Promoters dated September 23, 2025, from the Statutory Auditors. 14. Consents of our Promoters, Directors, Selling Shareholders, Chief Financial Officer, Company Secretary and Compliance Officer, BRLMs, Legal Counsel to the Offer, Statutory Auditors, Registrar to the Offer, Bankers to our Company, as referred to in their specific capacities. 15. Consent of the Statutory Auditors dated September 23, 2025 to include their name as required under Section 26(5) of the Companies Act read with SEBI ICDR Regulations and referred to as an “expert” as defined under Section 2(38) of the Companies Act to the extent and in their capacity as the Statutory Auditor, and for inclusion of their examination report dated August 22, 2025 on examination of our Restated Financial Statements and the statement of special tax benefits dated September 23, 2025 in the form and context in which it appears in this Draft Red Herring Prospectus. 16. Our Company has received written consent dated August 25, 2025 through their certificate dated August 25, 2025 from Anu Malhotra and Associates, independent Practicing Company Secretaries, to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of their certificate in connection with the Offer and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” and the consent thereof shall not be construed to mean an “expert” or consent within the meaning as defined under the U.S. Securities Act. 17. Certificate on Capitalization Statement dated September 23, 2025, from Statutory Auditors. 18. Certificate on Related Party Transactions dated September 23, 2025, from the Statutory Auditors. 19. Certificate on Outstanding Dues to Creditors dated September 23, 2025, from the Statutory Auditors. 20. Certificate on Financial Indebtedness dated September 23, 2025, from the Statutory Auditors, Statutory Auditors. 21. Certificate on Defaults and Non (Statutory Dues & Contingent Liabilities) dated September 23, 2025, from the Statutory Auditors. 22. Certificate on Tax Litigations dated September 23, 2025, from the Statutory Auditors. 23. Certificate on Weighted Price Primary and Secondary Issuance dated September 23, 2025, from the Statutory Auditors. 24. Certificate on eligibility for the Offer dated September 23, 2025, from the Statutory Auditors. 58825. Certificate on Contingent Liability dated September 23, 2025, from the Statutory Auditors. 26. Tripartite Agreement dated November 25, 2021, between CDSL, our Company and the Registrar to the Offer. 27. Tripartite Agreement dated November 29, 2021 between NSDL, our Company and the Registrar to the Offer. 28. Share Subscription Agreement and Shareholders’ Agreement both dated November 8, 2016 by and amongst our Company, Arun Purushottam Kelkar (“Promoter 1”), Subhash Purushottam Kelkar (“Promoter 2”), Vikram Arun Kelkar (“Promoter 3”), Nikhil Arun Kelkar (“Promoter 4” with Promoter 1, Promoter 2 and Promoter 3 referred to as “Promoters”), Anuradha Arun Kelkar (“Promoter Group 1”) and Aditya Kelkar (“Promoter Group 2” together with Promoter Group 1 referred as “Promoter Group”), Somerset Indus Healthcare Fund I Limited (“Somerset”) and Mayur Sirdesai (“Mayur” together with Somerset “Somerset Group” or “Investors”), as amended. 29. Scheme of merger amongst Hexagon Logistics Private Limited, Hexagon Vitachemie Private Limited, Nivia Biotech Private Limited (collectively referred to as “Transferor Companies”) and Hexagon Nutrition Private Limited (“Transferee Company”) and their respective shareholders and creditors dated April 1, 2015 (“Scheme I”). 30. Scheme of Amalgamation between Hexagon Nutrition Private Limited (“HNPL” or “Transferee Company”) and Nutralytica Research Private Limited (“NRPL” or “Transferor Company”) and their respective shareholders dated December 7, 2020 in terms of Sections 230 to 232 with other applicable provisions of Companies Act, 2013 (“Scheme II”). 31. Scheme of Amalgamation between Hexagon Nutrition Limited (“HNL” or “Transferee Company”) and Hexagon Nutrition (Exports) Private Limited (“Transferor Company”) and their respective shareholders dated May 10, 2025 in terms of Sections 230 to 232 with other applicable provisions of Companies Act, 2013 (“Scheme III”). 32. Share Purchase Agreement and Shareholders’ Agreement dated February 5, 2025, executed among Hexagon Nutrition Limited, Promoters, Sellers, and Malani Ventures Private Limited. 33. Our Company has received written consent dated June 18, 2025 from C. Ravi Shankar, independent chartered engineer, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 to the extent and in their capacity as a chartered engineer and in respect of their certificate dated June 18, 2025 in relation to our Subsidiaries manufacturing capacities and capacity utilization at all of its manufacturing facilities and the details derived from such certificate. 34. Our Company has received written consent dated June 18, 2025 from A. M. Kulkarni, independent chartered engineer, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 to the extent and in their capacity as a chartered engineer and in respect of their certificate dated June 18, 2025 in relation to our Company’s manufacturing capacities and capacity utilization at all of its manufacturing facilities and the details derived from such certificate. 35. Due diligence Certificate dated September 23, 2025 addressed to SEBI issued by the BRLMs. 36. In-principle listing approvals dated [●] and [●] from BSE and NSE, respectively. 37. Final observation letter dated [●] issued by SEBI bearing reference number [●]. Any of the contracts or documents mentioned in the Red Herring Prospectus may be amended or modified at any time if so, required in the interest of our Company or if required by other parties, without reference to the Shareholders, subject to compliance of the provisions contained in the Companies Act 2013 and other applicable law. 589DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Draft Red Herring Prospectus are true and correct. Sd/- _A______________r_________u___________n___________ ______P____________u___________r_________u___________s_______h____________o__________t______t_______a__________m_________________ _____K_______________e_________l______k___________a__________r_________ ______________________________________________________________ Chairman and Executive Director DIN: 00171276 Date: September 23, 2025 Place: Mumbai, Maharashtra, India 590DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Draft Red Herring Prospectus are true and correct. Sd/- _S___________u___________b___________h___________a__________s________h___________ _____P____________u___________r__________u___________s_______h___________o__________t_______t_______a__________m_________________ _____K_______________e_________l______k___________a_________r__________ __________________________________ Executive Director DIN: 00177280 Date: September 23, 2025 Place: Nashik, Maharashtra, India 591DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Draft Red Herring Prospectus are true and correct. Sd/- _V______________i______k___________r_________a__________m________________ ______A______________r_________u___________n___________ _____K_______________e__________l_____k___________a__________r_____________________________________________________________________________________________________________________ Managing Director DIN: 02302364 Date: September 23, 2025 Place: Chennai, Tamil Nadu, India 592DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Draft Red Herring Prospectus are true and correct. Sd/- _N______________i______k___________h___________i______l_____ ______A______________r_________u___________n___________ _____K________________e________l______k___________a__________r_________ _____ ____________________________________________________________________________________________________________________ Joint Managing Director DIN: 02302369 Date: September 23, 2025 Place: Mumbai, Maharashtra, India 593DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Draft Red Herring Prospectus are true and correct. Sd/- _A______________d____________i_____t_______y__________a__________ _____K_______________e_________l______k___________a__________r_________ _______________________________________________________________________________________________________________________________________________________________________ Non-Executive Director DIN: 02312705 Date: September 23, 2025 Place: Nashik, Maharashtra, India 594DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Draft Red Herring Prospectus are true and correct. Sd/- _A______________p____________a_________r_________n___________a__________ ______D______________e_________e_________p___________a__________k___________ _____S___________a__________k____________p___________a_________l______ ___________________________________________________________________________________________ Independent Director DIN: 10345258 Date: September 23, 2025 Place: Mumbai, Maharashtra, India 595DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Draft Red Herring Prospectus are true and correct. Sd/- _M___________________e_________e_________n___________a__________ _____B_____________i______p___________i______n__________c_________h___________a__________n___________d___________r__________a__________ ____M___________________e_________h___________t_______a__________ _________________________________________________ Independent Director DIN: 10974239 Date: September 23, 2025 Place: Mumbai, Maharashtra, India 596DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Draft Red Herring Prospectus are true and correct. Sd/- _N______________i______m_________________e_________s_______h____________ ____P_____________r________a___________t______a__________p___________ ______S___________h___________u___________k___________l______a__________ ________________________________________________________________________________________________ Independent Director DIN: 10974257 Date: September 23, 2025 Place: Mumbai, Maharashtra, India 597DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Draft Red Herring Prospectus are true and correct. Sd/- _K________________e_________v__________a_________l______ _____M___________________ _____S___________h___________a__________h____________ _______________________________________________________________________________________________________________________________________________________________________ Independent Director DIN: 07649694 Date: September 23, 2025 Place: Mumbai, Maharashtra, India 598DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements in this Draft Red Herring Prospectus are true and correct. Sd/- _P____________a__________y__________a__________l______ _____Y______________a__________s________h___________ _____G________________a__________g__________l_____a__________n___________i______ _________________________________________________________________________________________________________________________ Independent Director DIN: 08546549 Date: September 23, 2025 Place: Mumbai, Maharashtra, India 599DECLARATION I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules or guidelines or regulations issued by the Government of India and the rules or guidelines or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act 1956, the Securities Contracts (Regulation) Rules, 1957, Securities and Exchange Board of India Act, 1992 or the rules framed or guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements in this Draft Red Herring Prospectus are true and correct. Sd/- _S___________o__________m_________________a__________n___________ _____N______________e_________m_________________a__________i_____ ______J__________a__________n___________a__________ _____ _______________________________________________________________________________________________________________________ Chief Financial Officer Date: September 23, 2025 Place: Mumbai, Maharashtra, India 600