Hexa Tradex Ltd

To

The Members,

Your Directors are pleased to present the 14^th Annual Report along with Audited Financial Statements of the Company for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS

(' in Lakhs)

2. REVIEW OF OPERATIONS

During the financial year, the Company reported Revenue from Operations of '2.00 lakhs, compared to '2.27 lakhs in the previous year. The Company recorded a net profit of '187.87 lakhs during the year, as against a net loss of '259.29 lakhs in the preceding year, primarily due to the write-back of certain liabilities no longer required. The management remains optimistic about the Company's future prospects and is confident of achieving improved performance in the years ahead.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2025.

4. DIVIDEND

During the year under review, no dividend has been recommended by your Directors.

5. DIVIDEND DISTRIBUTION POLICY

Your Company had adopted Dividend Distribution Policy, in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (SEBI Listing Regulations). The Policy is available on the Company's website: https://hexatradex.com/new/wp-content/uploads/2022/06/Dividend-Distribution-Policy.pdf. In terms of the Policy, Equity Shareholders of the Company may expect Dividend if the Company has surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend.

6. TRANSFER TO RESERVES

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

7. SHARE CAPITAL

During the year 2024-2025, there is no change in the paid-up equity share capital of the Company. The equity shares of the Company are listed on BSE Limited ("BSE”) and National Stock Exchange of India Limited ("NSE”).

8. DELISTING OF EQUITY SHARES

The Company had received an Initial Public Announcement dated March 12, 2022 from Siddeshwari Tradex Private Limited, Innox Global Multiventures Private Limited, Opelina Sustainable Services Limited and JSL Limited (collectively the "Acquirers”), along with other Promoters and Promoter Group persons / entities, of the Company, in accordance with Regulation 8 of the Securities and Exchange Board of India (Delisting of Equity Shares), 2021 (herein after called "SEBI Delisting Regulations”), inter alia expressing the intention to voluntary delist the equity shares of the Company ("Initial Public Announcement”) to initiate the process and to express their intention to:

(a) acquire all Equity Shares that are held by public shareholders (as defined under the SEBI Delisting Regulations); and

(b) consequently, voluntarily delist the Equity Shares from the stock exchanges where the Equity Shares are presently listed i.e., BSE Limited ("BSE”) and National Stock Exchange of India Limited ("NSE”), by making a delisting offer in accordance with the SEBI Delisting Regulations ("Delisting Proposal”).

Acquirers had acquired 29.01% Equity Shares tendered by the Public in the Delisting Offer made by the company. Consequently, the Promoter and Promoter Group holding has increased to 50895475 Equity Shares (92.13%) of the total Equity Shares. Thereafter, the Company has made an application with BSE and NSE for obtaining final delisting approval. Subsequently, SEBI has issued Show Cause Notice dated 17^th October, 2023 which was adjudicated by SEBI vide its order dated 18th June, 2024. The penalty imposed by SEBI was paid by each noticee. The final application was pending with SEBI.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board of Directors are duly constituted with proper balance of Non-Executive Directors and Independent Directors with rich experience and expertise across a range of fields such as corporate finance, strategic management, accounts, legal, marketing, human resource, general management and strategy. Except the independent directors, all other directors are liable to retire by rotation as per the provisions of the Companies Act, 2013.

At the ensuing Annual General Meeting, Mr. Ranjit Malik, Non-Executive Non-Independent Director, (DIN: 00059379) of the Company, retire by rotation and, being eligible, offer himself for re-appointment.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank.

During the year under review, Dr. Raj Kamal Aggarwal (DIN: 00005349) ceased to be Independent Director of the Company w.e.f 10^th September, 2024, due to completion of his 2^nd term of 5 consecutive years. The composition of Board of Directors during the year ended March 31, 2025 is in conformity with Regulation 17 of SEBI Listing Regulations read with Section 149 of the Companies Act, 2013. For further details, please refer Report on Corporate Governance attached to this Annual Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee selects the candidate to be appointed as the director on the basis of the needs and enhancing the competencies of the Board of the Company. The current policy is to have a balance of Executive, Non-executive and Independent Directors to maintain the independence of the Board, and to separate its functions of governance and management. The composition of Board of Directors during the year ended 31^st March, 2025 is in conformity with Regulation 17 of the SEBI Listing Regulations, 2015 read with Section 149 of the Companies Act, 2013. The policy of the Company on directors' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors are governed by the Remuneration Policy of the Company. The Policy may be accessed at the link https://hexatradex.com/wp-content/uploads/2015/08/POLICY- REMUNERATION-POLICY-OF-Hexa.pdf

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

11. CONSOLIDATED FINANCIAL STATEMENT

Annual audited consolidated financial statements forming part of the annual report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110 - 'Consolidated Financial Statements' and Indian Accounting Standards (Ind AS) 28 - Investments in Associates and Joint Ventures', notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March 2025, the Company has one material subsidiary namely Hexa Securities and Finance Company Limited (HSFCL). HSFCL is Non-Banking Financial Company registered with Reserve Bank of India. A report on the performance and financial position of HSFCL as per the Companies Act, 2013 is provided as Form AOC-1 to the consolidated financial statement and hence not repeated here for the sake of brevity.

As per the provisions of Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and other related information of the Company and audited financial statements of its subsidiary, are available on our website www.hexatradex.com. These documents will also be available for inspection during business hours at our registered office till date of annual general meeting.

No other company has become/ceased to be the subsidiary, associate and joint venture during the financial year 2024-25.

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

13. DIRECTORS' RESPONSIBILITY STATEMENT

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

a. that in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c. that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they had prepared the accounts for the financial year ended 31^st March, 2025 on a 'going concern' basis.

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

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

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration of Independence from all Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, confirming that they meet the criteria of Independence.

15. STATEMENT REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS

In the opinion of the Board, the Independent Directors possess Excellent rating in respect of clear sense of value and integrity and have requisite expertise and experience in their respective fields.

All the Independent Directors of the Company are enrolled with Data Bank maintained by Indian Institute of Corporate Affairs. As per the provisions of section 150 of the Companies Act, 2013 read rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company are exempted from undergoing the online proficiency self-assessment test conduct by the Institute, except those who are required to undergo the test had passed the online proficiency self-assessment test within the prescribed time.

16. BOARD EVALUATION

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

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

17. CORPORATE GOVERNANCE

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

18. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

The regulation 23(4) states that all related party transactions (RPTs) with an aggregate value exceeding ' 1,000 crores or 10% of annual consolidated turnover of the Company, whichever is lower, shall be treated as Material Related Party Transaction (MRPTs) and shall require prior approval of shareholders. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm's length basis.

All the related party transactions are in compliance with the provisions of SEBI Listing Regulations as applicable during the financial year ended 31^st March, 2025.

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

Please refer to Notes to the standalone financial statements, which sets out related party disclosures.

19. RISK MANAGEMENT

The Board of Directors has formed Risk Management Committee which has been entrusted with the responsibility to assist (a) overseeing and approving the Company's enterprise wide risk management framework; and (b) identifying and assessing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and to ensure that there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Board.

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

20. INTERNAL FINANCIAL CONTROLS

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

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

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

21. COST RECORD AND COST AUDIT

The Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable on the company.

22. CORPORATE SOCIAL RESPONSIBILTY (CSR)

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

The key philosophy of all CSR initiatives of the Company is driven by core value of inclusion. During the year there was no obligation to spend on CSR activities by the Company. A report on CSR activities is annexed herewith as Annexure 1.

23. SECRETARIAL STANDARDS

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

24. AUDITORS & THEIR REPORT STATUTORY AUDITORS

The members of the Company had appointed M/s Lodha & Co., Chartered Accountant as Statutory Auditors of the Company for a term of 5 (Five) consecutive years from conclusion of 10^th Annual General Meeting until conclusion of 15^th Annual General Meeting. The M/s Lodha & Co., Chartered Accountant have confirmed that they are not disqualified from continuing as Auditors of the Company.

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

SECRETARIAL AUDITOR

The Board in their meeting held on 23^rd May, 2024 had appointed M/s Awanish Dwivedi & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31^st March, 2025 is annexed herewith marked as Annexure-2 to this Report.

Pursuant to the provisions on Regulation 24A of SEBI Listing Regulations, Hexa Securities & Finance Company Limited being a

material unlisted subsidiary of your Company had also appointed in their board meeting held on 26^th May, 2025, Mr. Awanish K. Dwivedi of M/s Awanish Dwivedi & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. The report issued by them is annexed herewith marked as Annexure-3.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITORS

i. Auditors' Report

There have been no frauds, qualifications, reservations or adverse remarks reported by the Statutory Auditors of the Company.

ii. Secretarial Auditor's Report

There have been no qualifications, reservations or adverse remarks reported by the Secretarial Auditors in their Report.

25. DISCLOSURE

MEETINGS OF THE BOARD

During the year under review, the Board of Directors of the Company met 5 (Five) times on 23^rd May, 2024, 10^th July, 2024, 15^th October, 2024, 12^th November, 2024 and 31^st January, 2025. The composition of Board of Directors during the year ended March 31, 2025 is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Companies Act, 2013. For further details, please refer report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2025, the Audit Committee comprised of Mr. Ravinder Nath Leekha (Chairperson), Mr. Girish Sharma and Mr. Naresh Kumar Agarwal, as other members. The chairperson is an Independent Director. The composition of the Audit Committee is in conformity with requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations.

During the year ended 31^st March, 2025, the Committee met 5 (Five) times on 23^rd May, 2024, 10^th July, 2024, 15^th October, 2024, 12^th November, 2024 and 31^st January, 2025. For further details, please refer report on Corporate Governance of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31^st March, 2025, the Nomination and Remuneration Committee comprised of Mr. Girish Sharma (Chairperson), Mr. Ravinder Nath Leekha and Mr. Naresh Kumar Agarwal, as other members. The Chairperson of the Committee is an Independent Director. The Composition of the Nomination and Remuneration Committee is in conformity with requirements of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations.

During the year ended 31^st March, 2025 the Committee met once on 23^rd May, 2024. For further details, please refer report on Corporate Governance of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31^st March, 2025, the Stakeholders Relationship Committee comprised of Mr. Naresh Kumar Agarwal (Chairperson), Mr. Girish Sharma and Mr. Ravinder Nath Leekha, as other members. The composition of the Stakeholders Relationship Committee is in conformity with the requirements of the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulations.

During the year ended 31^st March, 2025 the Committee met only once on 27^th March, 2025. For further details, please refer Report on Corporate Governance attached to this Annual Report.

INDEPENDENT DIRECTOR

During the year under review, the Independent Directors of the Company met once on 23^rd May, 2024. For further details, please refer report on Corporate Governance of this Annual Report.

RISK MANAGEMENT COMMITTEE

The Board of Directors has formed Risk Management Committee comprised of Mr. Naresh Kumar Agarwal, Chairperson, Mr. Ravinder Nath Leekha, Independent Director, Mr. Ranjit Malik, Director and Mr. Neeraj Kanagat, CEO & CFO as members. Mr. Naresh Kumar Agarwal is the Chairperson of the Committee. The Composition of the Risk Management Committee is in conformity with requirements of the Regulation 21 of SEBI Listing Regulations.

During the year ended 31^st March, 2025 the Committee met 2 (Two) times on 10^th July, 2024 and 03^rd February, 2025. For further details, please refer Report on Corporate Governance attached to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

As on 31^st March, 2025 the CSR Committee comprises of Mr. Ravinder Nath Leekha (Chairperson), Mr. Girish Sharma and Mr. Naresh Kumar Agarwal, as other members. The Composition of the CSR Committee is in conformity with requirements of Section 135 of the Companies Act, 2013.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms Section 177(9) of Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. As per said policy the protected disclosures can be made by a whistle blower through an e mail, or a letter to the Compliance Officer or Chief Executive Officer or to the Chairperson of the Audit Committee.

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

Further, No complaint was received during the year nor was pending at the end of the year PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

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

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(f) and Regulation 3 (1) of SEBI Listing Regulations, the Annual Report shall contain business responsibility and sustainability report (BRSR) describing the initiatives taken by the Company from environmental, social and governance perspective. Having regard to the green initiative, the BRSR is made available on the Company's website at www.hexatradex.com.

26. ANNUAL RETURN

As per provisions of Section 134(3)(a) of the Companies Act, 2013, draft of Annual Return is available on the Company's website and can be viewed at the link https://hexatradex.com/annual-return/

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the name and other particulars of the employee drawing remuneration in excess of the limits set out in the said Rules are provided as Annexure - 4.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report attached as Annexure-5.

28. PUBLIC DEPOSITS

The Company had not invited/accepted any public deposits during the year ended on 31^st March, 2025.

29. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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

Further, no application made or any proceedings were pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year under review.

In relation to Show Cause Notice issued by SEBI dated 17^th October, 2023, adjudication order no. (ORDER/SS/LD/2024-25/30447- 30458) dated 18^th June, 2024 was passed by adjudication officer of SEBI, imposed penalty on the Company and other noticee, which was subsequently paid by each noticee.

In relation to Show Cause Notice issued by SEBI dated 18^th March, 2024, the settlement application and reply was filed with SEBI. The matter is pending with SEBI.

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

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

a) No. of Complaints filed during the year ended 31.03.2025: NIL

b) No. of Complaints disposed of during the financial year: NIL

c) No. of pending Complaints as on 31.03.2025: NIL OTHER GENERAL DISCLOSURES

• During the period under review, the Company does not have any women employee on roll of the Company. Therefore, provisions relating to the Maternity Benefit Act, 1961 does not apply on the Company.

• During the period under review, there were no instances of one-time settlement with any Bank or financial institution.

31. ACKNOWLEDGEMENT

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