Acquisition

June 23, 2026 Listing Department Listing Department National Stock Exchange of India Limited BSE Limited Symbol: HONASA Scrip Code: 544014 Sub.: Approval for acquisition of Fluence Pharma Private Limited and incorporation of a wholly owned subsidiary Dear Sir/Madam, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we wish to inform that the board of directors of the Company (“Board”) at its meeting held today i.e. June 23, 2026 at 6.00 pm, approved the acquisition of Fluence Pharma Private Limited (“Fluence Pharma”) which offers condition-specific OTC supplement under the brand “Hair Fact, Skin Fact and Pro Fact”. The Company will acquire majority 58% equity stake of Fluence Pharma via secondary purchase at ~₹135 Crores enterprise value, subject to closing adjustments and completion of conditions precedent. The Company will acquire remaining 42% equity stake of Fluence Pharma via secondary purchase in two tranches over the next 5-7 years from completion of acquisition of aforesaid stake. Further, the Board has also approved the incorporation of a wholly owned subsidiary, ‘Honasa Health Private Limited’ which will undertake business-to-consumer (B2C) operations of nutraceuticals business. Please find enclosed presentation highlighting key aspects of the acquisition of Fluence Pharma as Annexure – A. Details pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular dated January 30, 2026, are enclosed herewith as Annexure – B. Kindly take the same on record. This disclosure will also be hosted on the Company's website viz. www.honasa.in. Thanking you, Yours truly, For Honasa Consumer Limited Gaurav Pandit Company Secretary and Compliance Officer Encl.: As above Honasa Consumer Limited Registered Office: Unit No - 404, 4th Floor, City Centre, Plot No 05, Sector-12, Dwarka, New Delhi - 110075 Corporate Office: 10th & 11th Floor, Capital Cyberscape, Sector-59, Gurugram, Haryana - 122102 Email: info@mamaearth.in; Phone: 011 - 44123544 | Website: www.honasa.in | CIN: L74999DL2016PLC306016 | /Admin/ADVANCEDGRAPHICS/Cover and Template/2023_08/4056106-001_Furqan_Cover Pages STRICTLY PRIVATE AANnDn eCOxNuFrIeD E- NATIAL Acquisition Announcement Q2 &Q H11F FYY2255 Q4 & FY24 Results Investor Communication Q2 & H1 FY24 Nutraceuticals - a category at a cusp of inflection COLOR PALETTE Text 50 56 62 Last decade: Actives. Next decade: Actives + Nutraceuticals - as consumers demand inside-out solutions that address the root cause Title bar/Bullets 111 197 150 ACCENTS 111 195 1 197 231 150 211 7 187 ~40% INR 16K Cr+ 80%+ 2 75 225 122 251 221 241 3 156 215 72 181 145 225 Growth in Searches for Hair Care and Skin Size of Vitamins, Minerals and Supplements Affluent consumers willing to spend 4 84 208 162 230 Care Nutraceuticals from FY24 to FY26 Market in India in FY25 growing at 11% CAGR more in healthy lifestyle 0 179 5 179 255 170 251 64 181 6 197 233 228 245 0 179 The growth in the segment is fuelled by Hyperlink 179 255 170 251 Followed 64 181 197 233 Hyperlink 228 245 TABLE Beauty from Inside Dietary Gaps Awareness Influencer & Dermatologist Effect Lines 56 148 Increasing attribution to factors that Everyday diets can fall short of ~170K+ creators drive content-led Highlights 201 address the root cause to solve meeting essential nutritional awareness, with dermats and nutritionists beauty concerns requirements adding clinical credibility to the category Source: Google Adwords, Kearney, Redseer, CLSA ROFR & Tag-along: Investor first right / proportional exit; full exit if control changes Investor: Freely transferable (ALP proposes restriction on sales to competitors) Exit: Timeline: Within 8–9 years Modes: IPO / Third-party sale / Drag-along Valuation: ALP requests FMV-based exit vs “Investor acceptable” price Defaults & Remedies: Fraud, breach, or Founder termination for Cause = Event of Default 90-day cure; post that, Investor can freely transfer or exercise drag rights Key ALP Comments: COLOR PALETTE Deemed approval for reserved matters (7 days) Text 50 56 62 Clarify governance if Honasa >50% Title bar/Bullets 111 197 150 Honasa Consumer Limited Relax Founder lock-in & ensure FMV-based exits ACCENTS 111 195 • Investment & Capital: Series A CCPS; future Subsequent Investment right (post ₹25 Cr quarterly revenue). 1 1 19 57 0 2 23 11 1 Enters Nutraceuticals with the Acquisition of 7 187 2 75 225 122 251 • Governance: 4-member Board (3 Founders + 1 Honasa); Reserved Matters require Honasa’s consent. 221 241 Investment & Structure: 3 156 215 72 181 1 Honasa invests via Series A CCPS; post-closing shareholding per Schedule I • Information Rights: Honasa entitled to financials, MIS, budgets, and inspection access. 145 225 4 84 208 162 230 May increase stake up to 51% (with governance realignment if control threshold • Transfer Restrictions: Founders’ lock-in (proposed 3 yrs); Honasa free transfer (no Competitors); ROFR & Tag-Along rights. 5 1790 1 27 59 5 Powered by Patented Cyclical Nutrition Therapy* crossed) 170 251 Governance: 64 181 6 197 233 • Investor Protections: Pre-emptive rights, anti-dilution (broad-based weighted avg), 1x liquidation preference. 228 245 *Cyclical Nutrition Therapy include OTC supplements administered in a structured sequence to maximize efficacy Board: 4 Directors (3 Founders + 1 Investor Director, non-executive) 0 179 Hyperlink 179 255 Quorum: Requires Investor Director 170 251 • Exit Rights: 8–9 years; via IPO, Third-Party Sale (FMV), or Drag/Strategic Sale (Honasa-led). Followed 196 74 1 28 31 3 Reserved Matters: Key strategic/financial actions need Investor consent Hyperlink 228 245 • Default & Consequences: Fraud or breach = Event of Default; 90-day cure; Honasa may transfer freely or enforce rights. TABLE Founders retain day-to-day operational control Lines 56 Investor Rights: • Miscellaneous: Non-compete, confidentiality, dispute resolution (arbitration), Deed of Adherence for new shareholders. 148 Information & Inspection: Monthly MIS, quarterly unaudited, annual audited, Highlights 201 71 access to books Subsequent Investment: Triggered if quarterly revenue ≥ ₹25 Cr Pre-emptive & Anti-dilution: Weighted-average protection Liquidation Preference: 1x non-participating (higher of investment or pro-rata) Share Transfers: Refers to Fluence Pharma Private Limited Founders: Lock-in till Investor exit (ALP suggests 3-yr limit & 10% liquidity carve- out) Fluence Pharma – a differentiated and patented science led nutraceuticals play COLOR PALETTE Text 50 56 62 Offers condition-specific OTC supplement kits sold exclusively through dermatologists - built on patented Cyclical Nutritional Therapy Title bar/Bullets 111 197 150 ACCENTS 111 195 1 197 231 Patented & Doctor Network Moat with In-Clinic Solutions for Hair are the 150 211 Differentiated Science Evidence History Salient Offering 7 187 2 75 225 122 251 221 241 3 156 215 Conditionand gender-specific solutions for Built equity through dermatologists Hair focussed solutions are dominant 72 181 different hair and skin conditions — the offering, while building skin focussed 145 225 4 84 208 only patented cyclical nutrition therapy in solutions 162 230 0 179 India and the US 5 179 255 3,000+ 10+ 170 251 64 181 6 197 233 70%+ 228 245 Leading dermatologist years of in-clinic, 0 179 Hyperlink 179 255 170 251 trust and prescribe evidence-based 25%+ Followed 64 181 Fluence for the past performance 197 233 Revenue contribution of hair focused Hyperlink 228 245 decade solutions TABLE FY26 EBITDA%² Kit for males dealing with Kit for females dealing Lines 56 androgenic alopecia with telogen effluvium Highlights 201 2. Based on FY26 Provisional numbers before one-time deal related expenses ~INR 40 Cr 20%+ Financials FY26 Revenue1 FY26 EBITDA%1 1. Based on FY26 Provisional numbers before exceptional items and one-time deal related expenses The acquisition will enable Honasa’s foray [Showing first 8,000 characters — download PDF for full document]