Dear Members,

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.

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

(Rs. in Million)

In financial year 2023-24, the Company reported a revenue of 17,643.89 million as compared to 13,948.03 million in the previous year. Net profit (after tax) for the year is 1,209.66 million as compared to loss of (1,205.56) million in the previous year.

At consolidated level, the Company reported a revenue of 19,199.04 million as compared to 14,927.48 million in the previous year. Net profit (after tax) for the year is 1,105.28 million as compared to loss of (1,509.66) million in the previous year.

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

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.

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

The issued, subscribed and paid-up share capital of the Company as on March 31, 2024 is 3,24,24,41,570/- (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 10/- (Rupees Ten only) each. Details of issuance of equity shares done by the Company during the financial year under review are given hereunder:

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.

During the financial year under review, the Company came out with an Initial Public Offer ("IPO") of its equity shares aggregating to 17,014.40 million comprising of combination of fresh issue aggregating to 3,650 million and offer for sale aggregating to 13,364.40 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.

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

(Rs. in Millions)

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/2024/07/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 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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

In 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.

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

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.

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.

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

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.

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.

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.

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:

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.

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.

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 dhanraj.d@honasa.in.

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

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.

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.

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 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.

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:

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.

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.

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.

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").

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.

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.