Company Overview

Hexagon Nutrition Limited is a differentiated, research-oriented pure-play nutrition company offering holistic nutrition products across the entire value chain from micronutrient premixes to therapeutic and clinical products. The company operates as an integrated player managing research and development, manufacturing, quality assurance, regulatory compliance, and marketing in-house across three business segments: (1) Branded wellness nutrition products/clinical nutrition products (B2C Segment); (2) Premix formulations (B2B2C segment); and (3) Therapeutic Nutrition - Ready-to-Use Foods (RUFs) and Micronutrient Powders (MNPs) (ESG segment).

Subsidiaries include Hexagon Nutrition (International) Private Limited, Hexagon Nutrition Healthcare Private Limited, Hexagon Nutrition Proprietary Limited (South Africa), Hexagon Nutrition Limited Liability Company (Uzbekistan), and Hexagon Nutrition China Limited. The erstwhile subsidiary Hexagon Nutrition (Exports) Private Limited was amalgamated with the company effective April 1, 2025.

Offer Details

Offer Type: Initial Public Offering (IPO) comprising Offer for Sale

Offer Size: 30,859,704 Equity Shares of face value ₹1 each aggregating ₹1,388.69 million

Price Band: ₹42 to ₹45 per Equity Share (Floor Price: ₹42, Cap Price: ₹45)

Objects of the Issue: The offer is entirely an Offer for Sale by the Selling Shareholders. The company will not receive any proceeds from the offer. The objects are to achieve the benefits of listing the Equity Shares on the Stock Exchanges.

Offer Structure: QIB Portion: 50% (15,429,851 shares), Non-Institutional Portion: 15% (4,628,956 shares), Retail Portion: 35% (10,800,897 shares)

Key Dates: Bid/Offer Opening: June 5, 2026; Closing: June 9, 2026; Expected Listing: June 12, 2026

Financial Performance

Revenue Growth: ₹2,785.01 million (FY23), ₹2,977.31 million (FY24), ₹3,249.29 million (FY25), ₹2,675.87 million (9M Dec 2025)

Profitability Improvement: PAT increased from ₹58.24 million (FY23) to ₹243.77 million (FY25) with PAT margin improving from 2.07% to 7.36%. EBITDA grew from ₹171.74 million (FY23) to ₹400.72 million (FY25) with margin expansion from 6.17% to 12.33%.

Segment Revenue Contribution (9M Dec 2025): Premix formulations 51.47%, Branded nutrition products 30.34%, Therapeutic Nutrition 17.93%

Capital Structure: Pre-Offer Paid-up Capital: 110,627,404 Equity Shares; Post-Offer Paid-up Capital: 122,906,108 Equity Shares

Key Ratios: Return on Equity: 12.46% (FY25), Debt to Equity Ratio: 0.14 (FY25), Current Ratio: 3.49 (FY25)

Risk Factors

Business Risks: Significant customer concentration with top 10 customers contributing 41.82% of revenue; Dependence on premix formulations segment (51.47% of revenue); No long-term contracts with customers or raw material suppliers; Presence of counterfeit and look-alike products; High attrition rate of Key Managerial Personnel (23.48% for 9M FY25)

Market Risks: Foreign currency exchange rate fluctuations affecting import/export operations; Geographic concentration with key states contributing significant domestic sales; Suboptimal capacity utilization across manufacturing facilities (28-49% range); Price sensitivity particularly in rural markets

Regulatory Risks: Compliance with multiple regulatory frameworks across jurisdictions (FSSAI, AYUSH, CDSCO); Evolving health, safety and environmental laws; Need to maintain various quality certifications and approvals; Stringent regulatory frameworks for clinical and therapeutic nutrition

Management & Promoters

Promoter Background: Founded by Arun Purushottam Kelkar and Subhash Purushottam Kelkar with over three decades of experience. Current management includes Vikram Arun Kelkar (Managing Director, 20+ years experience) and Nikhil Arun Kelkar (Joint Managing Director, 16+ years experience).

Shareholding Pattern: Pre-Offer: Promoters & Promoter Group: 27.89%; Post-Offer: Promoters & Promoter Group: 20.89%; Public: 25.11%

Selling Shareholders: Include Arun Kelkar (1.54M shares), Subhash Kelkar (24.19M shares), Nutan Kelkar (3.61M shares), and Aditya Kelkar (1.53M shares)

Market & Industry Context

Industry Overview: India's nutrition market is projected to grow from ₹1,528B in CY25 to ₹2,814B by CY30 (CAGR 12.9%) driven by health awareness, rising incomes, and government initiatives like POSHAN Abhiyaan. The clinical nutrition market has demonstrated strong growth, increasing from ₹32,296 million in CY20 to ₹55,724 million in CY24.

Growth Drivers: Increasing health awareness, aging populations (194M by 2031), rising chronic diseases, government nutrition programs, and expansion of e-commerce and personalized nutrition.

Competitive Landscape: Includes Abbott Healthcare, Modi Mundipharma, Zydus Wellness, Nestlé India in clinical nutrition; Firmenich Aromatics, Sudeep Nutrition, P D Navkar Bio-Chem in premix segment; Nutrivita Foods, Compact India, Soma Nutrition Labs in RUTF/RUSF segment.

Manufacturing & Operations

Facilities: Operates manufacturing facilities at Nashik (Maharashtra), Chennai (Tamil Nadu), Thoothukudi (Tamil Nadu) in India, and one facility in Tashkent, Uzbekistan through subsidiary Hexagon Nutrition LLC.

Quality Certifications: FSSC 22000, ISO 9001:2015, Good Manufacturing Practice, Halal certification, and approvals from GAIN and UNICEF. R&D and testing units are NABL accredited.

Capacity Utilization: Ranges from 28-49% across different product categories as of 9MFY26

Legal & Compliance

Ongoing Legal Proceedings: Aggregate contingent liabilities of ₹65.72 million as of December 31, 2025, including civil litigation (4 cases involving subsidiaries), direct and indirect tax proceedings, customs duty disputes, and other regulatory matters.

Regulatory Approvals: Received 'in-principle' approvals from BSE and NSE for listing; SEBI final observation letter dated February 10, 2026; Various statutory approvals and certifications maintained including FSSAI licenses across all facilities.

Corporate Governance: No investor grievances in past three years; Established Stakeholders' Relationship Committee for grievance redressal; Board comprises 10 directors including 5 independent directors.

Additional Information

Book Running Lead Managers: Cumulative Capital Private Limited and Catalyst Capital Partners Private Limited

Registrar to the Offer: KFin Technologies Limited

Statutory Auditors: S K Patodia and Associates LLP

Geographic Revenue Mix: Export Sales: 55.82% (9MFY26), 61.25% (FY25); Domestic Sales: 43.92% (9MFY26), 38.70% (FY25)

R&D Investment: ₹19.98M in 9MFY26 (0.75% of revenue) with 11 new products developed in last three years and 9 products under development

Intellectual Property: 53 registered trademarks in India and 11 international trademark registrations across various countries including key brands PENTASURE, OBESIGO, PEDIAGOLD, NUTRONE