Honasa Consumer Limited — Proxy Solicitation & Information Statement 2024

Feb 28, 2024

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February 28, 2024

To, To, Listing Department Listing Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, C/1, Block G, P. J. Towers, Bandra Kurla Complex, Bandra (E), Dalal Street, Mumbai – 400 051 Mumbai – 400 001 Scrip Symbol: HONASA Scrip Code: 544014

Sub: Intimation pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure – Requirements) Regulations, 2015 Corrigendum to the Postal Ballot Notice Dated December 22, 2023

Ref: Our earlier Intimation dated December 29, 2023 for notice of Postal Ballot

Dear Sir / Madam,

This is in continuation to the Postal Ballot Notice dated December 22, 2023, which was emailed to all the shareholders of the Company on December 29, 2023. A Corrigendum is being issued today to inform to all the Shareholders to whom the Postal Ballot Notice has been sent via email regarding changes in the Explanatory Statement by inclusion of certain additional information. The said Corrigendum is being published in the respective newspapers in Hindi and English language and uploaded on the website of the Company.

Except as detailed in the attached Corrigendum, all other items of the Notice along with Explanatory Statement, shall remain unchanged.

This Corrigendum will also be available on the Website of the Company www.honasa.in.

Please note that on and from the date hereof, the postal Ballot Notice dated December 22, 2023, shall always be read collectively with this Corrigendum.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we kindly request you to take into record the above submissions and the attached Corrigendum.

Thanking you, Yours faithfully

For Honasa Consumer Limited

DHANRAJ Digitally signed by DHANRAJ DAGAR DAGAR Date: 2024.02.28 18:34:02 +05'30'

Dhanraj Dagar Company Secretary & Compliance Officer Mem. No. A33308 Encl:a/a

Honasa Consumer Limited

Registered Office : Unit No - 404, 4th Floor, City Centre, Plot No 05, Sector-12, Dwarka New Delhi 110075 Corporate Office : 10[th] Floor, Capital Cyberscape, Ullahwas, Sector-59, Gurugram, Haryana - 122102 Email: info@mamaearth.in; Phone: 011 - 44123544 | Website: www.honasa.in | CIN: U74999DL2016PLC306016 |

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Date: February 28, 2024

CORRIGENDUM TO THE POSTAL BALLOT NOTICE DATED DECEMBER 22, 2023

To,

The Shareholders of Honasa Consumer Limited,

Honasa Consumer Limited (“Company”) has circulated a Postal Ballot Notice dated December 22, 2023 together with the Explanatory Statement to the shareholders of the Company, pursuant the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act), read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), (including any statutory modification or re-enactment thereof, for the time being in force), Secretarial Standard on General Meetings (“SS-2”), Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations”) and other applicable laws and regulations, for seeking approval of shareholders of the Company by way of special resolutions through remote e-voting by way of postal ballot process.

This corrigendum is being issued in continuation of the postal ballot notice dated December 22, 2023 to the shareholders of the Company to provide additional details in the explanatory statement of the said postal ballot notice as mentioned herein and pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

We would like to draw the attention of all the shareholders of the Company towards the Explanatory Statement forming part of the postal ballot notice dated December 22, 2023 and circulated to the shareholders of the Company on December 29, 2023. The Board of Directors of the Company had approved the postal ballot notice on December 22, 2023 for ratification of Honasa Consumer Limited Employees Stock Option Plan - 2018 and Honasa Consumer Limited Employees Stock Option Plan – 2021. However due to an inadvertent error, the details of total number of options to be offered and granted was missed and not disclosed in the explanatory statement of the said postal ballot notice.

For the sake of better clarity and understanding, the revised “Total number of Options to be granted and Equity Shares to be issued and allotted” under point no. 1 of Explanatory Statement in respect to Item No. 1 & 2 should be read as follows:

Sr. No.		Content of Explanatory Statement in the postal ballot notice.		Modification / Clarifications Made.
1	Explanatory Statement in respect of Special Business Item No. 1 & 2: 1. Brief Description of the Scheme: Total number of options to be granted and Equity Shares to be issued and allotted:		Explanatory Statement in respect of Special Business Item No. 1 & 2: 1. Brief Description of the Scheme: Total number of options to be granted and Equity Shares to be issued and allotted: Before the belowpara:

Honasa Consumer Limited Registered Office : Unit No - 404, 4th Floor, City Centre, Plot No 05, Sector-12, Dwarka New Delhi 110075 Corporate Office : 10[th] & 11[th] Floor, Capital Cyberscape, Ullahwas, Sector 59, Gurugram 122102 Email: info@mamaearth.in; Phone: 011 - 44123544 | Website: www.honasa.in | CIN: U74999DL2016PLC306016 |

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The total number of Equity Shares to be allotted pursuant to exercise of Options under the Scheme to the single Eligible Employees shall not exceed maximum of 1% (one per cent) of the issued Equity Share Capital of the Company having face value of Rs. 10/ - (Rupees Ten only) per share.

“The total number of Equity Shares to be allotted pursuant to exercise of Options under the Scheme to the single Eligible Employees shall not exceed maximum of 1% (one per cent) of the issued Equity Share Capital of the Company having face value of Rs. 10/ - (Rupees Ten only) per share.”

The following para shall be inserted:

The total number of Options to be granted and Equity Shares to be issued and allotted under both the Schemes of the Company shall be as under:

Particulars		ESOP Pool*	(No.
		of options)
Initial ESOP Pool approved		1,29,00,000
under both the ESOP
Schemes of the Company.(A)
No. of options granted,		44,80,092
exercised and equity shares
allottedprior to the IPO.(B)
No. of options granted prior		48,35,970
to the IPO (pending for
exercise and allotment).
Under ESOP 2018 Scheme –
46,12,971 and Under ESOP
2021 Scheme – 2,22,999.
Total options granted under
both the Scheme is
48,35,970.(C)
No. of options lapsed &			0
added back to thepool.(D)
No. of options available for		35,83,938
fresh grants after IPO. (A-B-C-
D)
* As on the date of postal	ballot notice		dated
December 22,2023.

For the sake of better clarity and understanding, the revised point No. 2 “Total number of Options to be granted and Equity Shares to be issued and allotted” of Explanatory Statement in respect to Item No. 3 & 4 should be read as follows:

Honasa Consumer Limited

Registered Office : Unit No - 404, 4th Floor, City Centre, Plot No 05, Sector-12, Dwarka New Delhi 110075 Corporate Office : 10[th] & 11[th] Floor, Capital Cyberscape, Ullahwas, Sector 59, Gurugram 122102 Email: info@mamaearth.in; Phone: 011 - 44123544 | Website: www.honasa.in | CIN: U74999DL2016PLC306016 |

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Sr. No.		Content of Explanatory Statement in the postal ballot notice.		Modification / Clarifications Made.
1		Explanatory Statement in respect of Special Business Item No. 3 & 4: 2. Total number of options to be granted and Equity Shares to be issued and allotted: The total number of Equity Shares to be allotted pursuant to exercise of Options under the Scheme to the single Eligible Employees shall not exceed maximum of 1% (one per cent) of the issued Equity Share Capital of the Company having face value of Rs. 10/ - (Rupees Ten only) per share.	Explanatory Statement in respect of Special Business Item No. 3 & 4: 2. Total number of options to be granted and Equity Shares to be issued and allotted: Before the below para: “The total number of Equity Shares to be allotted pursuant to exercise of Options under the Scheme to the single Eligible Employees shall not exceed maximum of 1% (one per cent) of the issued Equity Share Capital of the Company having face value of Rs. 10/ - (Rupees Ten only) per share.” The following para shall be inserted: The total number of Options to be granted and Equity Shares to be issued and allotted under both the Schemes of the Company shall be as under: Particulars ESOP POOL No. of Options Initial ESOP Pool approved under both the ESOP Schemes of the Company.(A) 1,29,00,000 No. of options granted, exercised and equity shares allottedprior to the IPO.(B) 44,80,092 No. of options granted prior to the IPO (pending for exercise and allotment). Under ESOP 2018 Scheme – 46,12,971 and Under ESOP 2021 Scheme – 2,22,999. Total options granted under both the Scheme is 48,35,970. (C) 48,35,970 No. of options lapsed & added back to thepool.(D) 0 No. of options available for fresh grants after IPO.(A-B-C-D) 35,83,938 As on the date of postal ballot notice dated December 22,2023.

Honasa Consumer Limited

Registered Office : Unit No - 404, 4th Floor, City Centre, Plot No 05, Sector-12, Dwarka New Delhi 110075 Corporate Office : 10[th] & 11[th] Floor, Capital Cyberscape, Ullahwas, Sector 59, Gurugram 122102 Email: info@mamaearth.in; Phone: 011 - 44123544 | Website: www.honasa.in | CIN: U74999DL2016PLC306016 |

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Note:

In case the shareholders have any concerns / queries / clarifications required or in case if upon receipt of the above additional information if the shareholders who have already voted in respect of the above matter wish to change their voting results shall write to Mr. Dhanraj Dagar, Company Secretary and Compliance Officer at Email: dhanraj.d@mamaearth.in or can call at 011-44123544 on or before Monday, March 04, 2024, post which any changes in voting results will not be taken into consideration and remote revoting done shall be final.

This Corrigendum to the Notice of the EGM shall form an integral part of the Notice of EGM which has already been circulated to shareholders of Company on and from the date hereof, the Postal Ballot Notice shall always be read in conjunction with this Corrigendum. This corrigendum is also being published in the Indian Express (English) and Jansatta (Hindi) and will also be made available on website of both the stock exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of the Company at www.honasa.in. All other contents of the Postal Ballot Notice, save and except as modified or supplemented by the Corrigendum, shall remain unchanged.

By order of the Board of Directors For, Honasa Consumer Limited

SD/Dhanraj Dagar Company Secretary and Compliance Officer Membership No: A33308 Date: February 28, 2024 Place: Gurugram

Honasa Consumer Limited

Registered Office : Unit No - 404, 4th Floor, City Centre, Plot No 05, Sector-12, Dwarka New Delhi 110075 Corporate Office : 10[th] & 11[th] Floor, Capital Cyberscape, Ullahwas, Sector 59, Gurugram 122102 Email: info@mamaearth.in; Phone: 011 - 44123544 | Website: www.honasa.in | CIN: U74999DL2016PLC306016 |