Honasa Consumer Ltd

Dear Members,

The board of directors ("Board") has immense pleasure in presenting Board's report on the business and operations of Honasa Consumer Limited ("Company") together with the audited financial statements for the financial year ended March 31, 2025.

Key highlights of the financial performance of the Company for the financial year 2024-25 ("FY 2024-25") are provided below:

(Rs. in Millions)

Figures in brackets represent deductions.

The Audited Financial Statements of the Company are drawn up, both on standalone and consolidated basis, for the FY 2024-25, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Companies Act, 2013 ("Act"). The Consolidated Financial Statements have been prepared based on the financial statements received from subsidiaries, as approved by their respective Boards.

At standalone level, in FY 2024-25, the Company reported revenue from operations of 18,657.07 million as compared to 17,643.89 million in the financial year 2023-24 ("FY 2023-24"). Net profit (after tax) for the FY 2024-25 is 640.83 million as compared to a net profit (after tax) of 1,209.66 million in the FY 2023-24.

At consolidated level, in FY 2024-25, the Company reported revenue from operations of 20,669.49 million as compared to 19,199.04 million in the FY 2023-24. Net profit (after tax) for the FY 2024-25 is 726.87 million as compared to a net profit (after tax) of 1,105.28 million in the FY 2023-24.

The Board has not recommended any dividend on the equity shares of the Company for FY 2024-25, considering that the Company is in the growth stage and requires funds to support its growth objectives.

The Dividend Distribution Policy, in terms of regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company's website on https://honasa.in/cdn/shop/files/ Dividend-Distribution-Policy.pdf.

During FY 2024-25, there was no change in the authorised share capital of the Company.

The issued, subscribed and paid-up share capital of the Company as on March 31, 2025 was 3,25,18,36,100/- divided into 32,51,83,610 equity shares of 10/- each. Details of equity shares allotted by the Company during FY 2024-25 are given hereunder:

The equity shares allotted under ESOP rank pari-passu with existing equity shares of the Company.

The Company offers share-based benefits to eligible employees with the aim of attracting and retaining talent, aligning individual performance with corporate objectives and encouraging greater employee participation in the Company's growth. Currently, the Company operates two active Employee Stock Option Schemes which are as follows:

a) Honasa Consumer Limited Employee Stock Option Plan 2018 ("ESOP 2018")

b) Honasa Consumer Limited Employee Stock Option Plan 2021 ("ESOP 2021") ESOP 2018 and ESOP 2021 are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations 2021"). The Company has obtained certificate(s) from Secretarial Auditors confirming that ESOP 2018 and ESOP 2021 have been implemented in accordance with the SEBI SBEB Regulations 2021 and resolution(s) passed by the members of the Company. The said certificates will be made available for inspection by the members of the Company at the registered office and through electronic mode during business hours of the Company.

The Nomination and Remuneration Committee ("NRC") is entrusted with the responsibility of administering the ESOP 2018 and ESOP 2021. The Equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited effective from November 7, 2023. Post IPO of its equity shares, as per requirement of Regulation 12(1) of the SEBI SBEB Regulations 2021, ESOP Schemes were ratified by the members of the Company by way of postal ballot on January 28, 2024 and subsequently modified by the Company by way of postal ballot on June 2, 2024 and have also taken in-principle approval from BSE Limited and National Stock Exchange of India Limited on July 23, 2024 and July 25, 2024, respectively. There is no material change in the ESOP Schemes.

A statement containing relevant disclosures for ESOP 2018 and ESOP 2021 pursuant to rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and regulation 14 of the SEBI SBEB Regulations, 2021 is available on the website of the Company at https://honasa.in/cdn/shop/files/ESOP_ Disclosure_2024-25.pdf.

As of March 31, 2025, the Company has the following 6 (Six) wholly owned subsidiaries ("WOS"), including 1 (one) step-down WOS, in India and abroad:

1. Bhabani Blunt Hair Dressing Private Limited

Bhabani Blunt Hair Dressing Private Limited ("BBlunt") is engaged in the business of professional hair care and styling segments. BBlunt seeks to replicate a salon like experience for consumers at home by offering a wide range of products including shampoos, conditioners, hair serums, hair color, heat protection mist and hair sprays. During FY 2024-25, BBlunt has reported revenue from operations of 240.02 million and a net profit of 20.16 million.

2. B:Blunt-Spratt Hairdressing Private Limited

B:Blunt-Spratt Hairdressing Private Limited ("B:Blunt Spratt") is a wholly owned subsidiary of Bhabani Blunt Hair Dressing Private Limited which is a WOS of the Company. Accordingly, B:Blunt Spratt is a step-down subsidiary of the Company. B:Blunt Spratt is engaged in the business of running beauty parlours, hair cutting salons to provide specialised training and education in hair cutting, beauty parlours and other related activities and, carry on the business of dealers in merchandise, consumer durables, semi-durables, consumer products and products related to hair, head, beauty salons/parlours and hair cutting salons. During FY 2024-25, B:Blunt Spratt has reported revenue from operations of 239.95 million and a net profit of 27.62 million.

3. Fusion Cosmeceutics Private Limited

Fusion Cosmeceutics Private Limited ("Fusion") is engaged in the business of manufacturing cosmetic, hair & skin product, health, home & beauty care products, vitamins, medicines, ointments, capsules, tablets and related products and by products. During FY 2024-25, Fusion has reported revenue from operations of 1561.37 million and a net profit of 38.10 million.

4. Just4kids Services Private Limited

Just4Kids Services Private Limited ("Just4Kids") is engaged in the business of user generated, multilingual content platform that enables individuals to share their experiences with the larger community in textual or video content format. It currently supports content in 10 different languages - English, Hindi, Bengali, Marathi, Tamil, Telugu, Kannada, Malayalam, Gujarati and Punjabi. During FY 2024-25, Just4Kids has reported total income of 15.52 million and a net profit of 10.77 million.

5. Honasa Consumer General Trading LLC., Dubai

Honasa Consumer General Trading LLC ("Honasa General Trading") is engaged in the business of trading of beauty and personal care products, cosmetics products, hair care products and, which includes carrying on all activities as are related or ancillary thereto. During FY 2024-25, Honasa General Trading has reported revenue from contracts with customers of AED 22,29,539 and a profit of AED 16,513.

6. PT Honasa Consumer Indonesia

PT Honasa Consumer Indonesia ("Honasa Indonesia") has been incorporated to engage in the trading of beauty and personal care products, cosmetics products, hair care products and which includes carrying on all activities as are related or ancillary thereto. Honasa Indonesia is yet to start its operations. The Company does not have any associate company or joint venture within the meaning of Section 2(6) of the Act. The Board regularly reviews the affairs of the subsidiaries. Pursuant to the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is annexed as Annexure-I to this report.

In accordance with the provisions of Section 136 of the Act and the SEBI Listing Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of the Company's subsidiaries have been placed on the website of the Company at https:// honasa.in/investor/ and are available for inspection at the Company's registered office or through electronic mode. Further, the same will also be available electronically for inspection by the members during the 9th Annual General Meeting ("AGM") and physical copies of the same will also be made available to the members upon request.

In line with the requirements of the SEBI Listing Regulations, the Company has formulated a policy for determining Material Subsidiaries. The said policy is available on the website of the Company at https://honasa.in/cdn/shop/ files/Policy-to-Determine-Material-Subsidiary.pdf.

During FY 2024-25, there were no material subsidiaries of the Company.

Management Discussion and Analysis Report as stipulated under regulation 34(2)(e) of the SEBI Listing Regulations, is presented in a separate section, forming part of the Annual Report.

The Board, in its meeting held on April 19, 2024, approved the scheme of amalgamation ("Scheme") of Fusion Cosmeceutics Private Limited ("Fusion") and Just4Kids Services Private Limited ("Just4Kids") with Honasa Consumer Limited ("Company") under Sections 230-232 of the Act with the objective to enhance financial efficiency and shareholder value by eliminating cost duplication through a holding structure, streamline governance by reducing layered structures and managerial overlap, support accelerated growth through broader market access, enable quicker decision-making with focused management and improve cash flow utilisation for better capital allocation and growth. The Hon'ble National Company Law Tribunal ("NCLT"), Chandigarh Bench, vide its order dated May 8, 2025 and subsequently the Hon'ble NCLT, New Delhi Bench, vide its order dated June 3, 2025 have sanctioned the Scheme. The Company received certified copy of the order from the Hon'ble NCLT, New Delhi Bench on June 25, 2025 and filed the said order in Form INC-28 with the concerned Registrar of Companies on July 24, 2025.

Consequently, the Scheme became effective from July 24, 2025, with the appointed date as May 1, 2023.

The Company has an adequate system of internal financial controls commensurate with its size and scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Internal Audit Reports are discussed in the Audit Committee meetings to review the adequacy and effectiveness of the Company's internal control environment and necessary actions are taken to strengthen the control in the required areas of business operations. The process is in place to monitor the implementation of audit recommendations, including those related to strengthening of the Company's risk management systems.

Based on the assessment carried out by the management and the evaluation of the results of the assessment, the Board believes that the Company has adequate internal financial control systems that are operating effectively as of March 31, 2025.

There were no instances of fraud that necessitated reporting of material misstatements to the Company's operations.

The Board, at its meeting held on May 23, 2024, based on the recommendation of the Audit Committee, proposed the re-appointment of S.R. Batliboi & Associates LLP, Chartered Accountants, as the Company's Statutory Auditors for a second consecutive term of 5 (five) years, commencing from the conclusion of the 8th AGM and concluding at the 13th AGM, to be held in the year 2029. The re-appointment of S.R. Batliboi & Associates LLP was subsequently approved by the members at the 8th AGM held on August 29, 2024. S.R. Batliboi & Associates LLP has confirmed that it satisfies the independence criteria required under the Act and the code of ethics issued by the Institute of Chartered Accountants of India.

Auditor's Report on the standalone and consolidated financial statements of the Company for FY 2024-25 forms part of the Annual Report. The auditor's report is unmodified and does not contain any observation, qualification, reservation or adverse remark. During FY 2024-25, S.R. Batliboi & Associates LLP has not reported any fraud committed against the Company by its officers or employees, as required to be reported in terms of section 143(12) of the Act read with rules made thereunder.

Pursuant to the provisions of section 204 of the Act read with rules made thereunder, Arora Shekhar & Company, Practicing Company Secretaries were appointed as Secretarial Auditors of the Company to conduct Secretarial Audit of the Company for the FY 2024-25.

The Secretarial Audit Report for FY 2024-25, as submitted by the Secretarial Auditor in Form MR-3, is annexed to this Report as Annexure - II. There are no observations (including any qualification, reservation, adverse remark or disclaimer) in the Secretarial Audit Report for FY 2024-25.

Further, pursuant to amended provisions of regulation 24A of SEBI Listing Regulations read with Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on May 22, 2025, based on the recommendation of the Audit Committee and subject to approval of the members at the forthcoming AGM, approved appointment of Arora Shekhar & Company, Practicing Company Secretaries (Certificate of Practice Number: 14145, Firm Registration

Number: S2015DE540700 and Peer reviewed certificate Number: 3159/2023) as Secretarial Auditor of the Company to undertake the Secretarial Audit for a term of 5 (five) consecutive financial years from FY 2025-26 till FY 2029-30. Arora Shekhar & Company, Practicing Company Secretary, has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of the Company.

During FY 2024-25, Secretarial Auditor has not reported any fraud committed against the Company by its officers or employees, as required to reported in terms of section 143(12) of the Act read with rules made there under.

The Company has submitted the Secretarial Compliance Report with stock exchanges in compliance with Regulation 24A of the SEBI Listing Regulations for the FY 2024-25 and the same can be accessed on the website of the Company at https://honasa.in/cdn/shop/files/Annual_Secretarial_ Compliance_Report_31032025.pdf.

The Company has implemented a robust internal audit framework to assess and enhance the effectiveness of its internal financial controls and operational processes. The Audit Committee, in consultation with the management, oversees the internal audit function, ensuring its independence and adequacy. The internal audit team conducts regular audits across various departments, identifying areas for improvement and ensuring compliance with applicable laws and regulations. Significant findings and recommendations are discussed with the Audit Committee, which monitors the implementation of corrective actions. The Board is committed to maintaining a strong internal control environment to safeguard the Company's assets and ensure the reliability of financial reporting.

BDO India Limited Liability Partnership was appointed as the Internal Auditors of the Company for the FY 2024-25 and the report given by the Internal Auditors has been reviewed by the Audit Committee from time to time.

The Board, based on the recommendation of Audit Committee, at its meeting held on July 17, 2025 have appointed BDO India Limited Liability Partnership as Internal Auditors of the Company for the financial year 2025-26.

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the Company.

As on March 31, 2025, the Board has 6 (six) Directors comprising 2 (two) Whole Time Directors, 1 (Non-Executive Director) and 3 (three) Independent Directors including 1 (one) Independent Woman Director.

In the opinion of the Board, all the directors, including the directors appointed during the FY 2024-25, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity. Brief resume, nature of expertise, disclosure of relationship between directors, inter-se, details of directorships and committee memberships held in other companies of the directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard - 2 and regulation 36 of the SEBI Listing Regulations, forms part of notice of the forthcoming 9th AGM.

During the FY 2024-25, no director has resigned from the Company.

The Board, based on the recommendation of NRC, in its meeting held on May 23, 2024, approved the following:

1. Re-appointment of Mr. Varun Alagh as the ‘Whole Time Director' of the Company for a period of 5 (five) years with effect from January 1, 2025 to December 31, 2029 (both days inclusive).

2. Re-appointment of Ms. Ghazal Alagh as the ‘Whole Time Director' of the Company for a period of 5 (five) years with effect from January 1, 2025 to December 31, 2029 (both days inclusive).

3. Continuation of Mr. Ishaan Mittal as the ‘Non-Executive Nominee Director' of the Company with effect from January 3, 2025 to January 2, 2030 (both days inclusive).

Subsequently, the members of the Company at the 8th AGM held on August 29, 2024 approved the aforesaid matters by way of passing Ordinary Resolutions.

The Board at its meeting held on July 17, 2025, based on the recommendation of NRC and the positive outcome of performance evaluation and contributions during the first term as an Independent Director, approved the reappointment of Mr. Vivek Gambhir as an Independent Director of the Company for a second consecutive term of 5 (five) years effective from March 24, 2026 to March 23, 2031 (both days inclusive), subject to the approval of members at the forthcoming 9th AGM.

In terms of the provisions of the Act, Mr. Ishaan Mittal, Non - Executive Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. Necessary resolution for re-appointment of Mr. Ishaan Mittal forms part of the Notice convening 9th AGM.

In accordance with the provisions of sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel ("KMP") of the Company as on March 31, 2025:

(i) Mr. Varun Alagh – Chairman, Chief Executive Officer and Whole Time Director;

(ii) Ms. Ghazal Alagh – Whole Time Director;

(iii) Mr. Raman Preet Sohi – Chief Financial Officer; and

(iv) Mr. Dhanraj Dagar – Company Secretary and Compliance Officer*

* Ceased to be KMP w.e.f. July 11, 2025, due to Resignation

During FY 2024-25, there was no change in the KMP of the Company. However, Mr. Dhanraj Dagar resigned post FY 2024-25 and ceased to be Company Secretary and Compliance officer of the Company with effect from July 11, 2025.

The Board, based on the recommendation of NRC, in its meeting held on July 17, 2025 has appointed Mr. Gaurav Pandit as Company Secretary and Compliance Officer of the Company with effect from July 18, 2025.

Independent Directors have submitted their declaration of independence, stating that:

i) they continue to fulfil the criteria of independence as required pursuant to section 149(6) read with schedule IV of the Act and regulation 16(1)(b) of the SEBI Listing Regulations;

ii) they have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties in terms of regulation 25(8) of the SEBI Listing Regulations;

iii) they are not debarred from holding the office of Director pursuant to any SEBI order or order of any such authority; and

iv) there has been no change in the circumstances affecting their status as Independent Director of the Company.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in schedule IV to the Act.

In Board's opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields. The Independent Directors have also confirmed that they have complied with the Company's code of conduct. Independent Directors have also confirmed that they have registered their names in the independent directors' databank with the Indian Institute of Corporate Affairs.

Pursuant to regulation 25 of the SEBI Listing Regulations, the Company familiarises its Independent Directors with their roles, rights and responsibilities, as well as with the Company's business and operations, both upon induction and on a regular basis. Moreover, Directors are frequently updated, inter-alia, on the business strategies and performance, management structure and key initiatives of businesses at each Board Meeting and the same is elaborated in the Corporate Governance Report which forms part of Annual Report.

Pursuant to applicable provisions of the Act and the SEBI Listing Regulations, the Board, in consultation with its NRC has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the NRC. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the FY 2024-25 in accordance with the framework. The details of the evaluation process have been provided under the Corporate Governance Report, which forms part of the Annual Report. The Policy on Board of Directors' Evaluation Framework can be accessed at: https://honasa.in/cdn/shop/files/Policy-onBoard-Evaluation-and-Performance.pdf

The Company is guided by a strong and diverse Board that provides effective oversight of management and governance. Each Board member contributes a broad range of skills, knowledge, experience and perspectives, enhancing the Board's ability to make informed decisions and navigate complex strategies and transactions with confidence. To support its functions, the Board is assisted by specialised committees, each operating within well-defined terms of reference. This structure enables the Board to focus on critical strategic matters while the committees delve deeply into specific areas such as risk management, corporate social responsibility ("CSR"), stakeholder engagement, financial performance and internal controls.

The Board and its Committees hold regular meetings to deliberate on key business matters including policies, strategies, financial performance and other significant issues. To facilitate active and effective participation, the schedule of meetings for the upcoming financial year is shared with Directors well in advance, allowing them to plan accordingly. In addition, to address urgent business requirements, certain proposals are also approved from time to time through resolutions passed by circulation.

During FY 2024-25, the Board met 5 (five) times on April 19, 2024, May 23, 2024, August 9, 2024, November 14, 2024 and February 12, 2025. The maximum interval between any two meetings did not exceed the period prescribed under the provision of Section 173 of the Act and Regulation 17 of the SEBI Listing Regulations. Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as part of the Corporate Governance Report forming part of the Annual Report.

As required under the Act and SEBI Listing Regulations, the Company has constituted various statutory committees. As on March 31, 2025, the Company has following committees of the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Stakeholders' Relationship Committee

• Initial Public Offer Committee

The composition of the Committees of the Board and the details regarding meetings of the Committees constituted by the Board are set out in the Corporate Governance Report, which forms part of the Annual Report.

During FY 2024-25, all the recommendations made by Board committees, including the Audit Committee, were accepted by the Board.

The Board has formulated and adopted a Nomination & Remuneration Policy in accordance with Section 178 of the Act. This policy outlines the guiding principles for the appointment, cessation, remuneration and evaluation of Directors, KMP and Senior Management of the Company. The Nomination & Remuneration Policy is available on the Company's website at https://honasa.in/cdn/shop/files/ Nomination-Remuneration-Policy.pdf. No changes were carried out in aforesaid policy during FY 2024-25.

Pursuant to Section 134(3)(c) and 134(5) of the Act, it is confirmed that: a. in the preparation of the annual accounts for the period under review, the applicable accounting standards have been followed along with proper explanations relating to material departures therefrom, if any; b. the selection and application of accounting policies were assessed for their consistent application and judgements and estimates were made that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for the financial year ended March 31, 2025; c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts of the Company have been prepared on a going concern basis; e. proper internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company is committed to maintaining an ethical workplace that supports the reporting of potential violations of its policies and applicable laws. To uphold the highest ethical standards, the Company encourages employees to report any concerns regarding actual or potential violations of legal and regulatory requirements, inaccuracies or misrepresentations in financial statements and reports, instances of theft or fraud, or any retaliation for providing information to or assisting the Audit Committee. Employees are assured they can raise such concerns without fear of punishment or unfair treatment.

Pursuant to the provisions of Act and SEBI Listing Regulations, the Company has established a robust Vigil Mechanism for Directors and Employees to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company's Code of Conduct. The Whistle Blower Policy/Vigil Mechanism provides that the Company investigates such incidents, when reported, in an impartial manner and shall take appropriate action as and when required to do so. During FY 2024-25, no complaints were reported. The Whistle-blower policy is available on the Company's website and can be accessed at https://honasa.in/cdn/shop/files/ Whistle-Blower-Policy.pdf.

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and amendment thereof, the Board has constituted a CSR Committee. The composition of the CSR Committee is provided in the Corporate Governance Report, which forms part of the Annual Report.

A brief outline of the CSR Philosophy, the CSR initiatives undertaken during the FY 2024-25 together with progress thereon and the report on CSR activities in the prescribed format, as required under Section 134(3)(o) read with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in Annexure – III to this Report and the CSR Policy can be accessed using the link https://honasa.in/cdn/shop/files/CSR-Policy.pdf.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and materiality of Related Party Transactions and the related party framework, formulated and adopted by the Company.

All contracts/arrangements/transactions entered into by the Company during FY 2024-25 with related parties were in the ordinary course of business and on arm's length. During the FY 2024-25, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, there are no transactions that are required to be reported in Form AOC-2.

In line with the requirement of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions for identifying, reviewing, approving, and monitoring Related Party Transactions and the same is available on the website of the Company at https://honasa.in/cdn/shop/files/Materiality_of_RPT.pdf.

Details of loans given, investments made, guarantees given or security provided as per the provisions of Section 186 of the Act and Regulation 34 read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in the Annual Report.

The foreign exchange earnings and outgo for the FY 2024-25 are as below:

The Annual Return of the Company as of March 31, 2025, in Form MGT – 7 in accordance with Section 92(3) and Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://honasa.in/cdn/shop/files/Annual_ Return_FY_2024-25.pdf.

Disclosure comprising particulars with respect to the remuneration of directors and employees and other details, as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - IV to this report. The information required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Further, pursuant to first proviso to section 136(1) of the Act, this report is being sent to the members excluding the said annexure. Any member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer at compliance@mamaearth.in.

The Company believes that transparent, accurate and comprehensive disclosure practices support informed strategic decision-making and effectively demonstrate the value created for all stakeholder groups.

The Business Responsibility and Sustainability Report for the FY 2024-25, as stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, describing the initiatives taken by the Company on an environmental, social and governance perspective, forms part of the Annual Report.

The Company is committed to upholding the highest standards of Corporate Governance and fully adheres to the requirements prescribed by SEBI. It has complied with the corporate governance provisions under the Act and the SEBI Listing Regulations.

A separate section on Corporate Governance, along with a certificate from a practicing Company Secretary confirming compliance with Corporate Governance requirements is provided as Annexure to the Corporate Governance Report, which forms part of the Annual Report.

Risk management is a core component of the Company's strategyan disessential to achieving its long-term objectives. Our ability to succeed as an organisation depends on effectively identifying and leveraging opportunities while managing associated risks.

The Company has implemented a comprehensive risk management framework that operates across various levels of the organisation. This framework is designed to proactively identify, assess and mitigate risks and forms a strategic defence structure, supported by a defined organisational hierarchy for managing and reporting risks. The Risk Management Committee, as mandated by the Board, is responsible for overseeing the Company's risk management processes and ensuring that identified risks are maintained within acceptable thresholds.

Our approach to risk management is structured to provide reasonable assurance that the Company's assets are protected, business risks are continuously assessed and addressed and all necessary information is reported to Senior Management, the Audit Committee, the Risk Management Committee, and the Board.

The Company remains committed to continuously enhancing its risk management systems and practices to keep pace with a rapidly evolving business environment. As of the date of this report, the Board is of the opinion that there are no risks that threaten the existence of the Company. The Company has framed and implemented a Risk Management Policy in terms of the provisions of Regulation 17 of the SEBI Listing Regulation for the assessment and minimisation of risks, which can be accessed at https:// honasa.in/cdn/shop/files/Risk-Management-Policy.pdf.

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment.

The Company has in place a robust policy on prevention, prohibition and redressal of complaints relating to sexual harassment at the workplace, which is applicable to the Company as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC) under the POSH Act.

The following is a summary of sexual harassment complaints received and conclusively handled during the financial year 2024-25:

Note: Two pending complaints were disposed off in May 2025

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India in terms of section 118(10) of the Act.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

In alignment with the principles of diversity, equity and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

No disclosure or reporting is made in respect following items as there were no transactions during FY 2024-25:

i) The issue of equity shares with differential rights as to dividend, voting or otherwise;

ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme except Employees' Stock Options Plans referred to in this report;

iii) There were no amount proposed to be transferred to general reserves;

iv) In terms of the provisions of section 73 of the Act read with the relevant rules made thereunder, the Company had no opening or closing balances and also has not accepted any deposits during the FY 2024-25 and as such, no amount of principal or interest was outstanding as on March 31, 2025;

v) Considering the nature of the business of the Company, the particulars with respect to conservation of energy and technology absorption required as per Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to the Company;

vi) There are no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

vii) The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;

viii) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

ix) There was no instance of one time settlement with any Bank or Financial Institution;

x) There was no revision in the financial statements and Board's Report;

xi) There was no change in the nature of business;

xii) There were no material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report;

xiii) Whole Time Directors of the Company have not received any remuneration or commission from any of its subsidiaries during FY 2024-25; and

xiv) There was no instance where the Company failed to implement any corporate action within the prescribed statutory timelines

The Board of Directors expresses its sincere appreciation for the continued cooperation, support and assistance extended to the Company by various Government authorities, Banks, Financial Institutions and its esteemed members. The Board also places on record its gratitude for the dedicated efforts and commitment demonstrated by employees across all levels of the organisation. It further acknowledges the support of the Company's valued business partners and the enduring trust and loyalty of its customers.