Directors Report of Honasa Consumer Ltd.

Mar 31, 2025

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.

Financial Performance - An Overview

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

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	18,657.07	17,643.89	20,669.49	19,199.04
Other Income	763.70	481.35	787.34	497.01
Total Income	19,420.77	18,125.24	21,456.83	19,696.05
Expenditure other than Depreciation and Finance cost	18,118.87	16,241.83	19,984.15	17,828.17
Finance Cost	105.28	71.9	126.49	90.41
Depreciation and Amortisation Expenses	355.21	228.72	450.06	306.17
Total Expenditure	18,579.36	16,542.45	20,560.70	18,224.75
Profit Before Tax	841.41	1,582.79	896.13	1,471.30
Total Tax Expense	200.58	373.13	169.26	366.02
Profit for the year	640.83	1,209.66	726.87	1,105.28
Other Comprehensive (Loss)/Income (net of tax)	(0.22)	2.32	(0.18)	1.15
Total Comprehensive (Loss)/Income for the year (net of tax)	640.61	1,211.98	726.69	1,106.43
Attributable to:
- Equity holders of the parent	-	-	726.69	1,118.90
- Non-controlling interests	-	-	-	(12.47)

Figures in brackets represent deductions.

Issued, Subscribed and Paid-Up Share Capital

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:

Date	Brief Details	Equity Shares allotted
September 2, 2024	Issuance against exercise of options granted under Honasa Consumer Limited Employees Stock Option Plan - 2018 (ESOP 2018) and Honasa Consumer Limited Employees Stock Option Plan - 2021 (ESOP 2021)	579,849
March 6, 2025	Issuance against exercise of options granted under Honasa Consumer Limited Employees Stock Option Plan - 2018 (ESOP 2018) and Honasa Consumer Limited Employees Stock Option Plan - 2021 (ESOP 2021)	359,604

Standalone and Consolidated Financial Statements

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.

Review of Operations

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.

Dividend

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.

Share Capital

Authorised Share Capital

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

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

Employee Stock Option Plan

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.

Subsidiaries, Joint Ventures & Associate
Companies

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

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.

Significant Event

Scheme of Amalgamation

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.

Internal Financial Control Systems and their
Adequacy

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.

Auditors

Statutory Auditors and Statutory Auditor''s Report

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.

Secretarial Audit and Secretarial Auditor''s Report

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.

Internal Auditor

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.

Cost Auditor

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

Directors & Key Managerial Personnel

Directors

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.

Appointment/Re-appointment

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.

Re-appointment (Post FY 2024-25)

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 re¬
appointment 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.

Director liable to retire by rotation

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.

Key Managerial Personnel

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.

Declarations and Confirmations on Independent
Directors

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) t hey 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.

Familiarisation Programme for Independent Directors

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.

Evaluation of the Performance of Board, its
Committees and Individual Directors

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-on-
Board-Evaluation-and-Performance.pdf

Board and its Committees

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.

Number of Meetings of the Board

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.

Board Committees

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:

Statutory Committee

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Stakeholders'' Relationship Committee

Non-Statutory 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.

Policy on Appointment and Remuneration

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.

Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Act, it is
confirmed that:

a. i n 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.

Vigil Mechanism/Whistle Blower Policy

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.

Corporate Social Responsibility

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.

Related Party Transactions

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.

Particulars of Loans, Guarantees and
Investments

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.

Foreign Exchange Earnings and Outgo

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

Particulars	(g in Millions)
Foreign Exchange earned	433.51
Foreign Exchange outgo	450.85

Annual Return

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.

Particulars of Remuneration of Directors and
Employees

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
[email protected].

Business Responsibility and Sustainability
Report

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.

Corporate Governance 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

Risk management is a core component of the Company''s
strategy and is essential 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.

Disclosure Under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

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:

Particulars	Number of Complaints
Number of complaints of sexual harassment received during the year	3
Number of complaints disposed off during the year	1
Number of cases pending for more than ninety days	0

Note: Two pending complaints were disposed off in May 2025

Compliance with Secretarial Standards

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.

Compliance with the Maternity Benefit Act, 1961

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.

Gender-Wise Composition of Employees

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.

Particulars	No. of Employees
Male Employees	657
Female Employees	266
Transgender Employees	0

General

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) I n 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

Acknowledgements

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.

For and on Behalf of Board of Directors
Honasa Consumer Limited

Varun Alagh

Place: Gurugram Chairman, CEO & Whole-time Director
Date: August 12, 2025 DIN: 07597289

---

Mar 31, 2024

The Board of Directors are pleased to present the 8th Annual Report of Honasa Consumer Limited ("the Company") together with the audited financial statements for the financial year ended March 31, 2024.

FINANCIAL PERFORMANCE- AN OVERVIEW

Key highlights of the financial performance of the Company for the financial year 2023-24 are provided below:

(s in Million)

Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	19,199.04	14,927.48	17,643.89	13,948.03
Other Income	497.01	225.20	481.35	204.36
Total Income	19,696.05	15,152.68	18,125.24	14,152.39
Expenditure other than Depreciation and Finance cost	17,828.17	14,699.84	16,241.83	13,501.49
Finance Cost
- Interest and Bank Charges	90.41	66.63	71.90	50.57
- Derivative Gain (net)	-	-	-	-
- Foreign Exchange (Gain)/Loss (net)	-	-	-	-
Depreciation and Amortisation Expenses	306.17	249.64	228.72	147.80
Total Expenditure	18,224.75	15,016.11	16,542.45	13,699.86
Profit before share of Profit/(Loss) from joint ventures, exceptional items and tax	1,471.30	136.57	1,582.79	452.53
Share of Profit/(Loss) from joint venture (net)	-	-	-	-
Profit before exceptional items and tax	1,471.30	136.57	1,582.79	452.53
Add/(Less): Exceptional Items	-	(1,546.97)	-	(1,525.37)
Total Tax Expense/(Credit)	366.02	99.26	373.13	132.72
Profit/(Loss) for the year	1,105.28	(1,509.66)	1,209.66	(1,205.56)
Other Comprehensive (Loss)/Income (net of tax)	1.15	2.79	2.32	2.34
Total Comprehensive (Loss)/Income for the year (net of tax)	1,106.43	(1,506.87)	1,211.98	(1,203.22)
Attributable to:
Equity holders of the parent	1,118.90	(1,425.32)	-	-
Non-controlling interests	(12.47)	(81.55)	-	-

S. No.	Date of Issue	Brief Details	No. of Equity Shares
1.	October 03, 2023	Issuance of equity shares pursuant to conversion of 13,213 0.001% Class A to F Non-Cumulative Compulsory Convertible Preference Shares of the Company in the ratio of 1:12900.	17,04,47,700
2.	October 10, 2023	Issuance against exercise of options granted under Honasa Consumer Limited Employees Stock Option Plan - 2018 (ESOP 2018).	36,95,191
3.	November 03, 2023	Issuance under Initial Public Offer.	1,12,67,530
4.	March 13, 2024	Issuance against exercise of options granted under Honasa Consumer Limited Employees Stock Option Plan - 2018 (ESOP 2018) and Honasa Consumer Limited Employees Stock Option Plan - 2021 (ESOP 2021).	24,97,400

(iii) Equity shares with differential voting rights and sweat equity shares

During the financial year under review, the Company has neither issued the equity shares with differential voting rights nor issued sweat equity shares in terms of the Companies Act, 2013.

(iv) Listing of Equity Shares on Stock Exchanges

During the financial year under review, the Company came out with an Initial Public Offer ("IPO") of its equity shares aggregating to S17,014.40 million comprising of combination of fresh issue aggregating to S3,650 million and offer for sale aggregating to S13,364.40 million. The issue was open for subscription from October 31, 2023 to November 02, 2023. The equity shares of the Company have been listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") w.e.f. November 07, 2023.

UTILISATION OF PROCEEDS OF INITIAL PUBLIC OFFER

Details of utilisation of proceeds of IPO including deviation or variation, if any for the financial year under review, is given herein below:

(s in Millions)

AMOUNTS TRANSFERRED TO RESERVES

During the year under review, the Company has not transferred any amount to reserves and has decided to retain the entire amount of profit for the financial year 2023-24 appearing in the statement of profit and loss.

SHARE CAPITAL

(i) Authorised Share Capital

During the financial year under review, the Company has not made any change in authorised share capital of the Company.

(ii) Issued, Subscribed and Paid-Up Share Capital

The issued, subscribed and paid-up share capital of the Company as on March 31, 2024 is S3,24,24,41,570/-(Rupees Three Hundred Twenty Four Crore Twenty Four Lakh Forty One Thousand Five Hundred Seventy only), divided into 32,42,44,157 (Thirty Two Crore Forty Two Lakh Forty Four Thousand One Hundred Fifty Seven) equity shares of S10/- (Rupees Ten only) each. Details of issuance of equity shares done by the Company during the financial year under review are given hereunder:

Particulars of Issue	Shares Issued	Net Proceeds Received	Amount Utilised	Deviation(s) or Variation(s) in the use of proceeds of issue, if any
Fresh Issue	1,12,67,530	3,504.92	63.30	There were no instances of deviation(s) or variation(s) in the utilisation of proceeds of IPO as mentioned in the objects of Offer in the Prospectus dated November 02, 2024, in respect of the IPO of the Company.

REVIEW OF OPERATIONS

In financial year 2023-24, the Company reported a revenue of S17,643.89 million as compared to S13,948.03 million in the previous year. Net profit (after tax) for the year is S1,209.66 million as compared to loss of s(l,205.56) million in the previous year.

At consolidated level, the Company reported a revenue of S19,199.04 million as compared to S14,927.48 million in the previous year. Net profit (after tax) for the year is S1,105.28 million as compared to loss of s(l,509.66) million in the previous year.

DIVIDEND

The Board does not recommend any dividend on the equity shares of the Company for the financial year ended March 31, 2024 considering that the company is in growth stage and require funds to support its growth objectives.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company''s website on https://honasa.in/wp-content/ uploads/2023/08/Dividend-Distribution-Policy.pdf

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

As on March 31, 2024, the Company has following 6 (Six) Wholly Owned Subsidiaries ("WOS") in India and Abroad:

(i) Bhabani Blunt Hair Dressing Private Limited

(ii) B:Blunt-Spratt Hairdressing Private Limited

(iii) Fusion Cosmeceutics Private Limited

(iv) Just4kids Services Private Limited

(v) Honasa Consumer General Trading LLC., Dubai

(vi) PT Honasa Consumer Indonesia

Just4kids Services Private Limited became a WOS of the Company w.e.f. August 31, 2023.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 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 Companies Act, 2013 and the amendments thereto, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the Company''s subsidiaries have been placed on the website of the Company at https:// honasa.in/investor/.

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/wp-content/ uploads/7074/07/Policy-to-Determine-Material-Subsidiary. pdf. During the year under review, there were no material subsidiaries of the Company, as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS

The Company had filed a Scheme of Arrangement ("Scheme") under Sections 230 and 232, and other applicable provisions, of the Companies Act, 2013, before the Hon''ble National Company Law Tribunal, New Delhi and Hon''ble National Company Law Tribunal, Chandigarh on April 28, 2024 and April 30, 2024 respectively.

Pursuant to the Scheme, Fusion Cosmeceutics Private Limited and Just4kids Services Private Limited, Wholly Owned Subsidiaries of the Company, were proposed to be amalgamated into and with the Company.

The Scheme was approved by the Board of Directors on April 19, 2024. The rationale for the proposed Scheme was to prevent cost duplication and bring in financial efficiencies of a holding structure, to contribute in furthering and fulfilling the objectives and business strategies of all the companies thereby accelerating growth, expansion, greater access to different market segments and development of the respective businesses.

The Scheme is effective from the appointed date i.e. May 01, 2024. The appointed date is the date with effect from which the Scheme shall be deemed to have become operative and the entire business and undertaking of Transferor Company, together with its assets, rights, benefits, interests, licenses, contracts, investments, intellectual properties, liabilities, transferred employees, funds and obligations, is proposed to stand transferred to and vested in the Company. Since Fusion Cosmeceutics Private Limited and Just4kids Services Private Limited are Wholly Owned Subsidiaries of the Company, no new shares will be issued pursuant to the Scheme.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended March 31, 2024.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 adequacy and effectiveness of the Company''s internal control environment and necessary action 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 relating 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 of Directors are of the opinion that the Company has adequate internal financial control systems that is operating effectively as on March 31, 2024.

There were no instances of fraud which necessitates reporting of material misstatement to the Company''s operations.

DEPOSITS

During the financial year 2023-24, the Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS

(i) Statutory Auditors and Statutory Auditor''s Report

The Company''s existing Statutory Auditors, S.R. Batliboi & Associates LLP, Chartered Accountants, were appointed by the members at the 3rd Annual General Meeting ("AGM") of the Company, for a period of 5 years, to hold office until the conclusion of the 8th AGM to be held for financial year 2023-24. The period under review was the fifth year of the audit by S.R. Batliboi & Associates LLP in the Company. The Board of Directors at its meeting held on May 23, 2024, has recommended re-appointment of S.R. Batliboi & Associates LLP as Statutory Auditors of the Company for a second and remaining term of five consecutive years from conclusion of the 8th AGM until the conclusion of the 13th AGM of the Company to be held for the financial year 2028-29.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed thereunder, the Statutory Auditors have confirmed that they are eligible to continue with their re-appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

The Statutory Auditors have given unmodified opinion on the audited financial statements (standalone and consolidated) of the Company for the financial year ended March 31, 2024, which forms part of this Annual Report. The Statutory Auditors have given no qualification, reservation or adverse remark or disclaimer in its report. The Auditors of the Company

have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013.

(ii) Secretarial Audit and Secretarial Auditor''s Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding rules made thereunder as amended from time to time, Arora Shekhar & Company, Practicing Company Secretaries (CP No.: 14145) were appointed as Secretarial Auditors of the Company to conduct Secretarial Audit of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report for the financial year ended March 31, 2024 as submitted by 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) of the Secretarial Auditors in their Secretarial Audit Report that requires to call for any explanation from the Directors.

The Company has submitted the secretarial compliance report with stock exchanges in compliance of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on May 28, 2024 and the same can be accessed on the website of the Company at https://honasa.in/wp-content/ uploads/2024/06/Annual-Secretarial-Compliance-Report 31.03.24.pdf.

(iii) Cost Auditor

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

(iv) Internal Auditor

BDO India Limited Liability Partnership, was appointed as the Internal Auditors of the Company for the financial year ended March 31, 2024 and the report given by the Internal Auditors has been reviewed by the Audit Committee from time to time.

On the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 23, 2024 had approved the appointment of BDO India Limited Liability Partnership as the Internal Auditors of the Company for the financial year ending March 31, 2025.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPs)

As on March 31, 2024, the Company has 6 (Six) Directors with an optimum combination of Executive and Non-Executive Directors including 2 (Two) Women Director.

The Board comprises of 4 (four) Non-Executive Directors, out of which 3 (three) are Independent Directors.

(i) Appointment/Re-appointment

Mr. Varun Alagh (DIN: 07597289) and Ms. Ghazal Alagh (DIN: 07608292) were appointed as Whole Time Directors for a period of five years and their term of five years will be expiring on December 31, 2024. The Nomination and Remuneration Committee after considering the performance evaluation, their contribution in the Board/Committee Meetings, and their skill, background and experience have recommended to the Board their re-appointment as Whole Time Directors liable to retire by rotation for a period of five years i.e. upto December 31, 2029, subject to approval of the members of the Company by way of Ordinary Resolution at the ensuing Annual General Meeting of the Company.

The resolutions seeking members approval for their re-appointment forms part of the Notice of Annual General Meeting.

Pursuant to Regulation 17(1D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the continuation of a Director serving on the Board of Directors of a listed entity shall be subject to the approval by the members in a General Meeting at least once in every five years from the date of their appointment or reappointment. Mr. Ishaan Mittal (DIN: 07948671) was appointed as Non-Executive Nominee Director of the Company w.e.f. January 03, 2020 and will complete his first term of five years on January 02, 2025. Therefore, in view of the above requirement the Nomination and Remuneration Committee in terms of requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have recommended to the Board the continuation of Mr. Ishaan Mittal as a Non-Executive Nominee Director not liable to retire by rotation for a period of five years i.e. upto January 02, 2030, subject to approval of the members of the Company by way of Ordinary Resolution at the ensuing Annual General Meeting of the Company.

(ii) Key Managerial Personnel (KMPs)

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:

(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 & Compliance Officer

During the financial year under review, there has been no change in the KMP(s) of the Company.

(iii) Resignation of Director(s) and KMP(s)

During the financial year under review, no Director(s) and KMP(s) resigned from the Company.

(iv) Director liable to retire by rotation

Ms. Ghazal Alagh (DIN: 07608292), Whole Time Director in the Company, retires by rotation at the ensuing Annual General Meeting ("AGM") of the Company and being eligible, has offered herself for re-appointment as per the provisions of the Companies Act, 2013. A resolution seeking approval of the members for her re-appointment forms part of the Notice of the AGM.

(v) Declarations and Confirmations on Independent Director(s)

a. The Company has received necessary declaration from each Independent Director under Section 149(6) of the Companies Act, 2013 that he or she meet the criteria of independence laid down under the Companies Act, 2013 and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent of the Management.

b. The Board has reviewed integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year; and

c. In terms of Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

I n the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary

relationship or transactions with the Company, other than sitting fees and commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Company.

(vi) Familiarisation Programme for Independent Directors

Disclosure pertaining to familiarisation programme for Independent Directors is provided in the Corporate Governance Report forming part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review the Board met 14 (fourteen) times. The maximum interval between any two meetings did not exceed 120 days. 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 this Annual Report.

BOARD COMMITTEES

During the year under review, with a view to comply with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and with an objective to further strengthen the governance standards, the Board had constituted following Committees:

a. Audit Committee

b. Stakeholder''s Relationship Committee

c. Nomination and Remuneration Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

f. 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 this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company is committed to maintain an ethical workplace that facilitates the reporting of potential violations of the Company''s policies and the applicable laws. To promote the highest ethical standards, the Company encourages its employees who have concern(s) about any actual or potential violation of the legal & regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. any claim of theft or fraud, and any claim of retaliation for providing information to or otherwise assisting the Audit Committee, to come forward and express his/her concern(s) without fear of punishment or unfair treatment.

Pursuant to the provisions of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism for Directors and Employees to report to the management 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 in such incidents, when reported, in an impartial manner and shall take appropriate action as and when required to do so.

During the financial year under review, no complaints were reported. The Whistle-blower policy is available on the Company''s website and can be accessed at https://honasa. in/wp-content/uploads/2023/08/Whistle-Blower-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the Companies Act,

2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and amendment thereof, the Board has constituted a Corporate Social Responsibility ("CSR") Committee. The composition of the CSR Committee is provided in the Corporate Governance Report, which forms part of this Annual Report.

A brief outline of the CSR Philosophy, the CSR initiatives undertaken during the financial year 2023-24 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 Companies Act, 2013 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/wp-content/uploads/2023/08/CSR-Policy.pdf.

RELATED PARTY TRANSACTIONS

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 the year under review with related parties were in the ordinary course of business and on arm''s length. All transactions entered into with related parties were approved by the Audit Committee of the Company. During the year under review, 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 Companies Act, 2013 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has formulated a Policy on Related Party Transactions for identifying, reviewing, approving and monitoring of Related Party Transactions and the same is available on the website of the Company at https://honasa. in/wp-content/uploads/2023/08/Policy-on-materiality-of-related-party-transactions-and-on-dealing-with-related-party-transactions.pdf.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

Details of loans given, investments made or guarantees given or security provided as per the provisions of Section 186 of the Companies Act, 2013 and Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the notes forming part of the financial statements provided in this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of business of the Company, the particulars with respect to conservation of energy and technology absorption required as per Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to the Company.

The foreign exchange earnings and outgo are as below:

Particulars	(3 in Millions)
Foreign Exchange earned	339.04
Foreign Exchange outgo	285.67

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 in Form MGT - 7 in accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 as amended from time to time and the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://honasa.in/wp-content/uploads/2024/07/Annual-Return-FY-2023-24.pdf.

DETAILS OF 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 year under review no significant and material order has been passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES

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 Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure IV to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. Further, the Report and the Annual Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at [email protected].

The Company has adopted Policy on Remuneration for Directors, Key Managerial Personnel and other Employees which sets out criteria for the remuneration for Directors and Key Managerial Personnel (''KMP'') which can be accessed at: https://honasa.in/wp-content/uploads/2023/08/Nomination-Remuneration-Policy.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Company believes that transparent, accurate and comprehensive disclosure practices not only aid in strategic decision-making but also help in demonstrating incremental value created for all groups of stakeholders.

The Business Responsibility and Sustainability Report for the year under review, as stipulated under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by the Company on environmental, social and governance perspective, annexed as Annexure - V to this report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report. The requisite Certificate from Arora Shekhar and Company, Company Secretaries confirming compliance of conditions of Corporate Governance is also annexed to the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are 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 and loss of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

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

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

Risk Management is integral to the Company''s strategy and for the achievement of our long-term goals. Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks.

The Company has a risk management framework in place working at various levels across the enterprise designed to identify, assess and mitigate risks appropriately. These levels form the strategic defence cover of the Company''s risk management with an organisational structure for managing and reporting on risks.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits.

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Company''s Senior Management, the Audit Committee, the Risk Management Committee and the Board.

The Company endeavours to continually sharpen its Risk Management Systems and processes in line with a rapidly changing business environment. There are no risks which in the opinion of the Board threaten the existence of the Company. Details of various risks faced by the Company are provided in the Management Discussion & Analysis Report.

The Company has framed and implemented a Risk Management Policy in terms of the provisions of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the assessment and minimisation of risks, which can be accessed at https://honasa.in/wp-content/ uploads/2023/08/Risk-Management-Policy.pdf.

The Company is committed to the highest standards of health, safety and environment practices within the organisation and the extended areas within our influence, with an aim to provide safe and healthy working environment to our employees, customers, business partners, suppliers and visitors.

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

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

The following is a summary of sexual harassment complaints received and conclusively handled during the financial year 2023-24:

Particulars	Number of Complaints
Number of complaints received	0
Number of complaints disposed off	0
Number of complaints pending as on end	0
of the financial year

STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The Audited Financial Statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2024, in accordance with

the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Companies Act, 2013, read with relevant Rules and other accounting principles. The Consolidated Financial Statement has been prepared based on the financial statements received from subsidiaries, as approved by their respective Board of Directors.

EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, in consultation with its Nomination and Remuneration Committee, 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 Nomination and Remuneration Committee.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2023-24 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

The Policy on Board of Directors'' Evaluation Framework can be accessed at: https://honasa.in/wp-content/ uploads/2023/08/Policy-on-Board-Evaluation-and-Performance.pdf.

EMPLOYEE STOCK OPTION PLAN (ESOP)

The Company grants employee stock options that would enable the employees to share the value they create for the Company in the years to come. Accordingly, pursuant to the approval of the Board and the members of the Company and in terms of the provisions of applicable laws, the Company has duly implemented the:

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

b) Honasa Consumer Limited Employee Stock Option Plan 2021 (“ESOP 2021")

The Nomination and Remuneration Committee 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 07, 2023. Post IPO of its equity shares, as per requirement of Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat

Equity) Regulations, 2021, ESOP Schemes were ratified by the Shareholders of the Company by way of postal ballot on January 28, 2024. There is no material change in the ESOP Schemes and they are in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable provisions of law.

The applicable disclosures as stipulated under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to Employees Stock Option Plan of the Company are available on the website of the Company and weblink for the same is www.honasa.in.

A certificate from Arora Shekhar and Company, Company Secretaries, the Secretarial Auditor of the Company, confirming that the aforesaid schemes have been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be open for inspection at the ensuing 8th (eighth) Annual General Meeting.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has duly followed the applicable Secretarial Standards, relating to meeting of the Board of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries of India ("ICSI").

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges the continued co-operation, assistance and support that the Company has received from various Government Departments, Banks/ Financial Institutions and Shareholders. The Board also places on record its appreciation for the sincere services rendered by employees of the Company at all levels and the support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of Board of Directors Honasa Consumer Limited

Sd/-

Varun Alagh

Place: Gurugram Chairman, CEO & Whole-time Director Date: May 23, 2024 DIN: 07597289