Honasa Consumer Ltd Directors Report

Dear Members,

The board of directors ("Board") has immense pleasure in presenting the Boards report on the business and operations of Honasa Consumer Limited ("Honasa" or "Company") together with the audited financial statements for the financial year ended 31^st March 2026.

Financial Performance - An Overview

Key highlights of the financial performance of the Company for the financial year 2025-26 ("FY 2025-26") are provided below:

in millions

	Standalone		Consolidated
Particulars	2025-26	2024-25*	2025-26	2024-25*
Revenue from Operations	23,054.12	20,218.43	23,919.42	20,669.49
Other Income	806.63	774.40	835.84	787.34
Total Income	23,860.75	20,992.83	24,755.26	21,456.83
Expenditure other than Depreciation and Finance cost	20,963.64	19,683.52	21,607.24	19,984.15
Finance Cost	105.26	105.39	131.38	126.49
Depreciation and Amortisation Expenses	344.76	355.25	444.02	450.06
Total Expenditure	21,413.66	20,144.16	22,182.64	20,560.70
Profit Before Tax (PBT)	2,447.09	848.67	2,572.62	896.13
Total Tax Expense	538.82	158.97	570.72	169.26
Profit for the year (PAT)	1,908.27	689.70	2,001.90	726.87
Other Comprehensive (Loss)/Income (net of tax)	36.88	(0.20)	38.37	(0.18)
Total Comprehensive (Loss)/Income for the year (net of tax)	1,945.15	689.50	2,040.27	726.69
Attributable to:
- Equity holders of the parent	-	-	2,037.82	726.69
- Non-controlling interests	-	-	2.45	-
Earnings before Interest, Taxes, Depreciation and Amortisation (EBITDA)	2,090.48	534.91	2,312.18	685.35

Notes: Figures in brackets represent deductions.

*Figures for FY 2024-25 have been restated to give effect to the merger of two wholly owned subsidiaries with the Company, namely Fusion Cosmeceutics Private Limited and Just4Kids Services Private Limited, effective from July 24, 2025 with appointed date as May 1, 2023.

Standalone Performance

The Company delivered robust financial performance in

FY 2025-26 with standalone revenue from operations of

23,054.12 million, reflecting a growth of 14.0% over the financial year 2024-25 ("FY 2024-25").

Standalone EBITDA stood at 2,090.48 million, reflecting an EBITDA margin of 9.1%, an improvement of 642 bps year-on-year (FY 2024-25: EBITDA of 534.91 million, margin of 2.6%), driven by operating leverage, cost optimisation and improved brand contribution margins. Total expenditure grew at 6.3% year-on-year, significantly below revenue growth of 14.0%, underscoring the Companys improving operating efficiency and its transition to a profitable-growth operating model.

Profit before tax grew by 188.3% to 2,447.09 million (FY 2024-25: 848.67 million). Net profit after tax grew by 176.7% to 1,908.27 million (FY 2024-25: 689.70 million), marking a significant inflection in the Companys profitability trajectory. PAT margin expanded to 8.3% from 3.4% in the previous year, an expansion of 487 bps.

Consolidated Performance

On a consolidated basis, the Company reported revenue from operations of 23,919.42 million in FY 2025-26, reflecting a growth of 15.7% over FY 2024-25. Consolidated EBITDA grew by 237.4% to 2,312.18 million (FY 2024-25: 685.35 million), with consolidated EBITDA margin expanding to 9.7% from 3.3%, an improvement of 635 bps. The margin expansion was driven by operating leverage across the brand portfolio, disciplined cost management and favourable product mix.

Consolidated profit after tax grew by 175.4% to 2,001.90 million (FY 2024-25: 726.87 million). Of the total consolidated PAT, 2,037.82 million of total comprehensive income is attributable to equity holders of the parent and 2.45 million to non-controlling interests. PAT margin expanded to 8.4% from 3.5%, an improvement of 485 bps.

Standalone and Consolidated Financial Statements

The Audited Financial Statements of the Company are drawn up, both on standalone and consolidated basis, for the FY 2025-26, 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

FY 2025-26 was a year of profitable growth, with the reinvention across brands and channels translating into stronger financial outcomes. Revenue from operations grew 19.9% to 24,785 million on a like-for-like basis, led by the return to growth at Mamaearth, the scaling of The Derma Co. to a 7,500 million-plus annual revenue run rate, and the shift towards focus categories and hero products. Gross profit rose to 17,641 million, with gross margin of 71.2% on a like-for-like basis, aided by premiumisation and a favourable portfolio mix. Operating leverage was the clearest signal of the turnaround: EBITDA increased over 237% to 2,312 million, while profit after tax rose over 175% to 2,002 million, taking the net margin to 8.1%. The Company generated 1,340 million of cash from the business and continued to operate on a negative working-capital cycle, reflecting the discipline built into its distribution and inventory model

Revenue from operations is presented on a like-for-like (LFL) basis, adjusted for a change in the settlement mechanism of the

Flipkart group, which had an impact of 870 million in FY 2025-26.

Consolidated revenue includes BTM Ventures Limited (Reginald

Men), consolidated only for Q4 FY 2025-26. All margin percentages are computed on LFL revenue for FY 2025-26.

The Management Discussion and Analysis section of this

Annual Report provides a more detailed review of brand-wise performance, channel strategy, competitive positioning, international operations and the Companys outlook.

Dividend

The Board has recommended maiden final dividend of 3.00 (Rupees Three only) per equity share of face value 10/- each for FY 2025-26, in accordance with the Dividend

Distribution Policy of the Company, subject to the approval of members at the ensuing 10^th Annual General Meeting ("AGM"). The total cash outflow for dividend payout will be approximately 978.07 million, representing a dividend payout ratio of approximately 51.2% of standalone net profit after tax for FY 2025-26. This represents the Companys maiden dividend since its listing on the BSE Limited and the National Stock Exchange of India Limited in November 2023, signalling the Boards confidence in the Companys improved profitability trajectory, cash generation capacity and the sustainability of earnings.

The dividend, if approved at the AGM, will be paid to those members whose names appear in the Register of Members/Register of Beneficial Owners as on Friday, August 28, 2026, being the record date fixed for this purpose, subject to deduction of tax at source at applicable rates. The Dividend Distribution Policy has been duly framed by the Company in accordance with Regulation 43A of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Board approved amendments in the Dividend Distribution Policy on August 13, 2026, inter-alia, introducing an indicative dividend payout ratio of 25%–75% to provide a structured framework for dividend distribution and enhance transparency in the Companys dividend payout approach. The updated Dividend Distribution Policy is available on the Companys website at https://honasa.in/ cdn/shop/files/Dividend_Distribution_Policy.pdf.

Key Developments

During FY 2025-26, the Company executed several strategic transactions aligned with its stated vision of building a House of Brands across beauty, personal care and wellness categories.

The Companys inorganic strategy is anchored in identifying high-growth, category-defining brands with strong founder DNA, demonstrated product-market fit and the potential to scale leveraging Honasas digital distribution capabilities, brand-building expertise and operational infrastructure:

Acquisitions

BTM Ventures Private Limited (Reginald Men)

The Board, at its meeting held on December 11, 2025, approved the acquisition of a 95% equity stake in BTM Ventures Private Limited ("BVPL"), the parent company of the mens personal care brand Reginald Men, through a secondary purchase of equity shares.

The acquisition was completed on January 6, 2026 and BVPL became a subsidiary of the Company with effect from that date. The Company will acquire the remaining 5% equity stake via secondary purchase upon completion of 12 months from the closing date, in accordance with pre-agreed valuation criteria set out in the Share Purchase and Shareholders Agreement. Reginald Men, founded in August 2022, offers a curated range of premium mens personal care products with a strong focus on sunscreens and serums — categories that are core focus areas for the Company. In the twelve-month period from November 2024 to October 2025, the brand recorded revenue exceeding 700 million with approximately 25% EBITDA margins, demonstrating strong product-market fit and operational discipline within a short operating history.

This acquisition marks the Companys strategic entry into the mens personal care category, which is one of the fastestgrowing segments within Indias beauty and personal care market.

The acquisition provides the Company with: (a) immediate presence in the high-growth mens grooming segment, complementing its existing portfolio of women-focused and unisex brands; (b) strengthened geographic footprint in Southern India, where Reginald Men derives a significant portion of its revenue, thereby diversifying the Companys regional revenue mix; (c) deeper category penetration in sunscreens and serums, which are among the Companys strategic focus categories across brands; and (d) a founder-led brand with demonstrated ability to build consumer loyalty and operational profitability at an early stage. From the acquisition date (January 6, 2026) to 31stMarch 2026, BVPL contributed revenue from operations of 370.90 million and net profit of 49.03 million to the consolidated results of the Group.

Couch Commerce Private Limited (Fang Oral Care)

The Board, at its meeting held on November 12, 2025, approved the acquisition of 25% stake in Couch Commerce Private Limited ("CCPL") by way of subscription to Compulsory Convertible Preference Shares ("CCPS"). The acquisition was completed on December 15, 2025.

CCPL operates the prestige oral care brand Fang Oral, which focuses on teeth whitening and everyday oral wellness. The brand targets premium consumers seeking advanced and effective oral care solutions and primarily markets and sells toothpaste and teeth whitening products through digital-first channels.

This investment is a strategic entry into Indias oral care segment. The investment reflects the Companys strategy of expanding its addressable market through early-stage investments in sizeable and high-growth adjacent categories, while leveraging its digital distribution, brand-building and performance marketing capabilities to help portfolio brands scale.

The Company will continue to evaluate CCPLs growth trajectory and assess options for deepening its participation in the brand over time.

Amalgamation

During FY 2025-26, amalgamation (merger) of Fusion Cosmeceutics Private Limited and Just4Kids Services Private Limited with the Company has been completed, pursuant to the order of the Honble National Company Law Tribunal (NCLT), Chandigarh Bench, dated May 8, 2025 and the order of the Honble NCLT, New Delhi Bench, dated June 3, 2025. The Company received the certified copy of the order from the Honble 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.

Post FY 2025-26 Developments

Incorporation of Honasa Health Private Limited

The Board, at its meeting held on June 23, 2026, approved the incorporation of a wholly owned subsidiary, Honasa Health Private Limited ("Honasa Health"), to undertake business-to-consumer (B2C) operations in the nutraceuticals category. Honasa Health was incorporated on July 7, 2026 as per the Certificate of Incorporation issued by the Ministry of Corporate Affairs, with an initial paid-up capital of 1,00,000 (10,000 equity shares of 10 each).

The incorporation of Honasa Health is a strategic initiative to build a dedicated consumer-facing nutraceuticals franchise, separate from the Companys beauty and personal care operations. This reflects the Companys recognition of the rapidly growing consumer demand for inside-out beauty and wellness solutions, where nutritional supplements complement topical skincare and haircare treatments. Indias nutraceuticals market is estimated at over 16,000 crores and is experiencing accelerated growth driven by rising consumer awareness of nutritional deficiencies, preventive health and holistic wellness.

Share Capital

Authorised Share Capital

During FY 2025-26, the Authorised Share Capital of the Company has been increased from 3,40,03,51,400/- to 3,42,27,61,400/- pursuant to the amalgamation of Fusion Cosmeceutics Private Limited and Just4Kids Services Private Limited with the Company, as approved by the Honble National Company Law Tribunal.

Issued, Subscribed and Paid-Up Share Capital

The issued, subscribed and paid-up share capital of the Company as on 31^st March 2026 was 325,36,97,940/- divided into 32,53,69,794 equity shares of 10/- each. Details of equity shares allotted by the Company during FY 2025-26 are given hereunder:

Date	Brief Details	Equity Shares allotted
September 9, 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)	1,86,184

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 Companys 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 are 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.

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/pages/investor.

Subsidiaries, Joint Ventures & Associate Companies

As of 31^stMarch 2026, the Company has 5 (five) subsidiaries and 1 (one) associate company. The Board regularly reviews the affairs, financial performance and strategic direction of each subsidiary to ensure alignment with the Companys overall business objectives and governance standards. 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 Companys subsidiaries in Form No. AOC-1 is annexed as Annexure-Ito this report.

Subsidiaries including Step Down Subsidiaries

(i) Bhabani Blunt Hair Dressing Private Limited

Bhabani Blunt Hair Dressing Private Limited ("BBlunt") is a wholly owned subsidiary of the Company. BBlunt is engaged in the business of professional hair care and styling, offering a range of salon-grade products including shampoos, conditioners, hair serums, hair colour, heat protection mists and hair sprays. The brand seeks to replicate a salon-like experience for consumers at home and is positioned as a professional hair care brand within the Companys multi-brand portfolio.

During FY 2025-26, BBlunt reported revenue from operations of 243.95 million and a net profit of 2.30 million (FY 2024-25: revenue of 240.02 million and net Profit of 20.16 million). As of 31^stMarch 2026, BBlunts total assets stood at 559.82 million with reserves and surplus of 358.35 million.

(ii) B:Blunt-Spratt Hairdressing Private Limited

B:Blunt-Spratt Hairdressing Private Limited ("B:Blunt- Spratt") is a wholly owned subsidiary of BBlunt and accordingly a step-down subsidiary of the Company. B:Blunt-Spratt operates the BBlunt salon chain and is engaged in providing professional hairdressing services, beauty parlour services and specialised training and education in hair cutting and styling.

During FY 2025-26, B:Blunt-Spratt reported revenue from operations of 287.56 million and a net profit of 40.60 million (FY 2024-25: revenue of 239.95 million and net profit of 27.62 million). As of 31st March 2026, B:Blunt-Spratts total assets stood at 400.80 million with reserves and surplus of 222.36 million. The salon services business has demonstrated consistent profitability and positive operating leverage as footfall and service revenue have scaled.

(iii) BTM Ventures Private Limited

BTM Ventures Private Limited ("BVPL"), the parent company of the mens personal care brand Reginald Men, became a subsidiary of the Company on January 6, 2026 upon completion of the acquisition of a 95% equity stake. Founded in August 2022, Reginald Men offers a curated range of premium mens personal care products with a strong focus on sunscreens and serums categories that are among the Companys strategic focus areas across brands. This acquisition marks the Companys entry into the mens personal care category and strengthens its geographic footprint in Southern India, where Reginald Men derives a significant portion of its revenue.

From the acquisition date (January 6, 2026) to March 31, 2026, BVPL contributed revenue from operations of 370.90 million and net profit of 49.03 million to the consolidated results of the Group. As of 31st March 2026, BVPLs total assets stood at 378.82 million with reserves and surplus of 143.86 million. In its first quarter of consolidation (Q4 FY 2025-26), Reginald Men crossed an annualised revenue run-rate of over 1,000 million, with revenue doubling year-on-year, demonstrating strong post-acquisition momentum and successful integration with the Companys operational infrastructure.

(iv) 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 2025-26, Honasa

General Trading has reported income from contracts with customers of AED 26,55,221 and a profit of AED 1,18,356.

(v) 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.

Associate Company

(i) Couch Commerce Private Limited

Couch Commerce Private Limited ("CCPL") became an associate company of the Company on December 15, 2025, following the acquisition of a 25% equity stake for a total consideration of 99.98 million through subscription to CCPS.

CCPL operates the oral care brand Fang Oral, which focuses on teeth whitening and everyday oral wellness and primarily markets and sells toothpaste and teeth whitening products through digital-first channels. This investment represents the Companys strategic entry into the oral care category, aimed at expanding its addressable market through early-stage investments in sizeable and high-growth adjacent categories.

For the period from the acquisition date (December 15, 2025) to 31^st March 2026, CCPL reported revenue from operations of 33.14 million and a net loss of 5.65 million. For the purpose of Indian Accounting Standards ("Ind AS"), CCPL is considered as a Joint Venture Company. Accordingly, the Company recognised its share of loss amounting to 1.41 million, representing 25% of CCPLs net loss for the relevant period, in accordance with Ind AS 28 (Investments in Associates and Joint Ventures).

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 Companys subsidiaries have been placed on the website of the Company at https://honasa.in/investor/ and are available for inspection at the Companys registered office or through electronic mode. Further, the same will also be available electronically for inspection by the members during the 10^th 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/ PolicytoDetermineMaterialSubsidiary.pdf.

During FY 2025-26, 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. office

Internal Financial Control Systems and theirfirm Adequacy

The Company has established an adequate system of internal financial controls commensurate with the nature, size and complexity of its business. These controls are designed to provide reasonable assurance regarding the orderly and firms efficient conduct of business, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, reliability of financial reporting and compliance with applicable laws and regulations. The Companys internal financial control framework is aligned with the principles of the COSO Internal Control Framework and the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered

Accountants of India ("ICAI"). The framework includes entity-level controls, process-level controls across key business functions and information technology general and application controls. The effectiveness of these controls is periodically evaluated through the internal audit function and the observations and status of corrective actions are reviewed by the Audit Committee on a regular basis. During the year under review, the Internal Auditors conducted independent testing of the financial reporting and operational controls across key business processes and confirmed the operating effectiveness of the Companys internal financial controls.

Based on the assessment carried out during the year, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements are adequate and were operating effectively as at 31^st March 2026. Both Internal Auditors and the Statutory Auditors have evaluated and confirmed the operating effectiveness of the internal financial control framework, with the Statutory Auditors expressing an unmodified opinion on their adequacy and operating effectiveness.

Auditors

Statutory Auditors and Statutory Auditors Report

Auditor Competence and Experience

The Board, at its meeting held on May 23, 2024, based on the recommendation of the Audit Committee, proposed the re-appointment of M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) as the Statutory Auditors of the Company for a second consecutive term of five (5) years, commencing from the conclusion of the

8^th AGM until the conclusion of the 13^th AGM to be held in the year 2029. The re-appointment was approved by the Members at the 8^thAGM held on August 29, 2024. S. R. Batliboi & Associates LLP ("the Firm/SRB"), a limited liability partnership firm incorporated in India, in 1949 with its registered in Kolkata and has offices across key cities in India. The is registered with the ICAI (ICAI Firm Registration No. 101049W/E300004). The SRB & Affiliates network of firms includes - S.R. Batliboi & Co LLP, S.R. Batliboi & Associates LLP, S R B C & CO LLP, S.V. Ghatalia & Associates LLP. All the network firms including the Firm are primarily engaged in providing audit and assurance services to its clients. SRB along-with its network audit several large listed and private companies across diverse market segments including Industrial, Infrastructure, Consumer Products, Financial Services, Technology, Media and Entertainment, Telecommunications and Professional Services. The Firm holds a valid Peer Review Certificate issued by the Peer Review Board of the ICAI. The Firm has confirmed that it satisfies the criteria provided under Section 141 of the Act and that its continued appointment is in accordance with the applicable provisions of the Act and the rules framed thereunder.

SRB has that it satisfies the independence criteria required under the Act and the code of ethics issued by the ICAI. The Audit Committee, at the time of recommending the re-appointment of the Firm, evaluated its credentials including its profile and sectoral expertise in consumer and digital commerce businesses, audit quality track record, technical capabilities, depth of the audit team relative to the Companys operations and independence credentials. The Committee satisfied itself that the qualifications and experience of the firm are commensurate with the size, complexity and scale of the Companys operations.

The Board, in its meeting held on August 13, 2026 has formulated a Policy on Independence of Statutory Auditors to safeguard the independence, objectivity, and effectiveness of the Companys Statutory Auditors in accordance with the Act and the SEBI Listing Regulations. The Policy lays down the criteria for appointment and re-appointment of auditors, prescribes restrictions on prohibited non-audit services and establishes an approval framework for permissible non-audit engagements. It also provides for auditor rotation, annual independence confirmations and reporting to the Audit Committee, thereby strengthening governance, audit quality and stakeholder confidence in the Companys financial reporting process.

Evaluation of Auditor Independence

The Audit Committee periodically reviews and monitors the independence of the Statutory Auditors through the following mechanisms:

1	2	3
Quarterly affirmations from the Statutory Auditors confirming their continued independence from the Company and its management and their compliance with the ICAI Code of Ethics and the ethical requirements under the Act;	Review of all non-audit services, if any, proposed to be rendered by the Statutory Auditors or their network firms to the Company or its subsidiaries, to ensure that such services do not impair auditor independence or objectivity, or create a conflict of interest;	Periodic discussions with the engagement partner on relationships and matters that may reasonably be thought to bear on auditor independence, including any changes in the audit team, rotation of the engagement partner, and the safeguards applied.

Auditors Report

Auditors Report on the standalone and consolidated financial statements of the Company for FY 2025-26 forms part of the

Annual Report. The auditors report is unmodified and does not contain any observation, qualification, reservation or adverse remark. During FY 2025-26, SRB 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 (five) read with rules made thereunder.

Secretarial Audit and Secretarial Auditors 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. The Secretarial Audit Report for FY 2025-26, 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 2025-26.

Further, pursuant to 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, Members of the Company in the 9^th AGM held in year 2025 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 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 2025-26, Secretarial Auditors have 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 there under.

The Company has submitted the Secretarial Compliance Report with stock exchanges in compliance with Regulation 24A of the SEBI Listing Regulations on May 4, 2026 and the same can be accessed on the website of the Company at https:// honasa.in/cdn/shop/files/Annual_Secretarial_Compliance_ Report_March_2026.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 Companys assets and ensure the reliability of financial reporting. BDO India Limited Liability Partnership (Now ‘BDO India Services Private Limited) was appointed as the Internal Auditors of the Company for the FY 2025-26 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 May 21, 2026 has appointed BDO India Services Private Limited as the Internal Auditors of the Company for the financial year 2026-27.

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 31^stMarch 2026, the Board has 6 (six) Directors comprising 2 (two) Executive Directors, 1 (One) Non-Executive Non

Independent Director and 3 (three) Independent Directors including 1 (one) Independent Woman Director.

In the opinion of the Board, all the directors, including the directors re-appointed during FY 2025-26, 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 10^thAGM. During FY 2025-26, no director has resigned from the Company.

Appointment/Re-appointment

The Board, based on the recommendation of NRC, at its meeting held on July 17, 2025, approved the Re-appointment of Mr. Vivek Gambhir as ‘Independent Director of the Company for a second term of five (5) years effective from March 24, 2026 to March 23, 2031 (both days inclusive).

Subsequently, the members of the Company at the 9^th AGM held on September 25, 2025 approved the aforesaid matter by way of passing Special Resolution.

Re-appointment (Post FY 2025-26)

The Board at its meeting held on May 21, 2026, 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. Subramaniam Somasundaram as an Independent Director of the Company for a second term of 5 (five) consecutive years effective from February 11, 2027 to February 10, 2032 (both days inclusive), subject to the approval of members at the forthcoming 10^thAGM of the Company.

Director liable to retire by rotation

In terms of the provisions of the Act, Mr. Varun Alagh, Whole Time Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. Necessary resolution for the re-appointment of Mr. Varun Alagh forms part of the Notice convening 10^thAGM.

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 31^st March 2026: i Mr. Varun Alagh

Chairman, Chief Executive Officer and Whole Time Director

Ms. Ghazal Alagh

ii

Whole Time Director

Mr. Raman Preet Sohi

iii

Chief Financial Officer

Mr. Gaurav Pandit

iv

Company Secretary and Compliance Officer*

*During FY 2025-26, 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) 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 Boards 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 Companys 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 Companys 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 of Individual Directors

In accordance with the provisions of the Act and the SEBI Listing Regulations, the Board, with the recommendation of the NRC, has adopted a framework for evaluating the performance of the Board, its Committees and individual Directors. During FY 2025 26, the annual performance evaluation of the Board, its Committees, the Chairman and all Directors, including the Independent Directors, was carried out through a structured evaluation process. The evaluation covered various aspects such as the effectiveness of the Board and its Committees, quality of discussions and decision-making, strategic guidance, risk oversight, governance practices, participation and contribution of Directors and the leadership of the Chairman. The performance of the Independent Directors was also assessed based on their independence, objectivity and overall contribution to the Boards deliberations. The Independent Directors also met separately, without the presence of the Non-Independent Directors and members of the management, to evaluate the performance of the Chairman, the Non-Independent Directors and the Board as a whole. The Board noted that the evaluation reflected its continued effectiveness in discharging its responsibilities. The feedback received during the evaluation has been considered to further strengthen Board processes, succession planning and overall governance practices. Individual feedback was also shared with the respective Directors by the Chairman. Further details of the evaluation process are provided in the Corporate Governance

Report forming part of this Annual Report.

The Policy on Board of Directors Evaluation Framework can be accessed at: https://honasa.in/cdn/shop/files/ PolicyonBoardEvaluationPerformance.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 Boards 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 2025-26, the Board met 7 (Seven) times on May 22, 2025, July 17, 2025, August 12, 2025, November 12, 2025,

December 11, 2025, February 12, 2026 and March 6, 2026. 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 31^stMarch 2026, 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

Other Committee

• IPO Committee

The IPO Committee was constituted for the purposes of approving and undertaking various activities in relation to the IPO of the Company. The Board at its meeting held on November 12, 2025, dissolved the IPO Committee of the Company with immediate effect.

.

• ESG and Sustainability 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 2025-26, 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, Key Managerial Personnel and Senior Management of the Company. The Nomination & Remuneration Policy is available on the Companys website at https://honasa.in/cdn/shop/files/ NominationRemunerationPolicy.pdf. No changes were carried out in aforesaid policy during FY 2025-26.

Directors Responsibility Statement

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

31^st March 2026; 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 Companys 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 2025-26, one complaint was received on March 30, 2026, which was investigated through independent third party professional and necessary action has been taken by audit committee. The Whistle-blower policy is available on the Companys website and can be accessed at https://honasa. in/cdn/shop/files/Whistle_Blower_Policy.pdf.

Corporate Social Responsibility ("CSR")

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 2025-26 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. The CSR Policy has been duly framed by the Company in accordance with the requirements of section 135 of the Act read with rules made thereunder. The Board approved amendments to the CSR Policy on May 21, 2026, inter-alia, to broaden the scope of the Companys CSR focus areas by including Education, in line with its strategic intent to strengthen and expand its CSR initiatives in the education sector. The updated CSR Policy is available on the Companys website at https://honasa.in/cdn/ shop/files/CSR-Policy_v2.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 2025-26 with related parties were in the ordinary course of business and on arms length.

During the FY 2025-26, 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/1._Policy_on_materiality_of_related_party_transactions_ and_on_dealing_with_related_party_transactions.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 2025-26 are as below:

Particulars ( in millions)

Foreign Exchange earned 491.60 Foreign Exchange outgo 439.50

Annual Return

The Annual Return of the Company as of 31^st March 2026, 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/pages/investor.

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 - IVto 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 second 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@honasa.in.

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 2025-26, 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 maintaining the highest standards of corporate governance as a foundation for sustainable value creation and stakeholder trust. The Companys governance framework is built on the principles of transparency, accountability, ethical conduct and equitable treatment of all stakeholders. During FY 2025-26, the Company maintained full compliance with the corporate governance provisions under the Act and the SEBI Listing Regulations.

A comprehensive report on Corporate Governance along with a certificate from Arora Shekhar & Company, Practicing Company Secretaries, confirming compliance with corporate governance requirements, is provided as part of the Annual Report.

Risk Management

Risk management is an integral part of the Companys governance framework and business strategy. The Company has established an Enterprise Risk Management (ERM) identification, framework that enables the timely assessment, monitoring and mitigation of risks across the organization. The framework is supported by a Board-approved Risk Management Policy and is embedded into business planning and decision-making. It covers key risk categories, including Strategic, Operational, Financial, Compliance & Regulatory, Reputational and Cybersecurity risks, with defined risk appetite thresholds and periodic assessments.

The Company identifies and monitors risks across all key business functions through a structured governance process supported by periodic risk assessments and risk dashboards are regularly presented to the Risk Management Committee. During FY 2025 26, the Risk Management Committee met twice to review key enterprise risks, including input cost volatility, changing consumer demand, distributor credit risk, legal and regulatory matters, brand and marketing effectiveness, inventory optimisation and cybersecurity and data privacy. Mitigation plans for identified risks are regularly monitored by the respective business functions under the oversight of the Chief Risk Officer, with support from the internal audit function.

The Company remains committed to continuously strengthening its risk benefits management practices in line with the evolving business and regulatory environment. Based on the reviews carried out during FY 2025-26, the Board is of the opinion that there are no risks that could materially threaten the existence of the Company.

The Company has adopted a Risk Management Policy in accordance with the applicable provisions of the SEBI Listing

Regulations. The Policy is available on the Companys website at https://honasa.in/cdn/shop/files/RiskManagementPolicy.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 FY 2025-26:

Particulars	Number of Complaints
Number of complaints of sexual harassment received during the year	10
Number of complaints disposed off during the year	10
Number of cases pending for more than ninety days	0
Number of complaints pending as on end of the financial year	0

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

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 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 31^stMarch 2026.

Particular No. of Employees

Male Employees	658
Female Employees	278
Transgender Employees	0

General

No disclosure or reporting is made in respect of the following items, as there were no transactions during FY 2025-26: 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 2025-26 and as such, no amount of principal or interest was outstanding as on 31^st March 2026; 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 Companys 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; There was no revision in the financial statements and Boards Report; x) There was no change in the nature of business; xi) 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; xii) The Chairman, CEO and Whole Time Director of the

Company has not received any remuneration or commission from any of its subsidiaries during FY 2025-26; and xiii) 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 Companys 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 13, 2026	DIN: 07597289