Honasa Consumer Limited has revised its Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). The revised code was approved by the Board of Directors on May 21, 2026, in compliance with Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The company has submitted the document to the National Stock Exchange of India Limited and BSE Limited, and it will be hosted on its official website.

Purpose and Scope of the Code

The primary objective of the Fair Disclosure Code is to ensure the prompt, accurate, and non-discriminatory disclosure of UPSI that may materially affect the price of Honasa's securities. It seeks to prevent selective or inadvertent disclosure of information outside the established framework while preserving confidentiality until public dissemination. The code applies to Honasa Consumer Limited and, to the extent applicable, to all its subsidiaries. All directors, key managerial personnel, and employees are required to familiarize themselves with and adhere to these guidelines.

Principles of Fair Disclosure

To maintain transparency and consistency, the company has outlined specific principles for handling UPSI. These include promptly disclosing any information that impacts price discovery once it becomes credible and concrete. Information must be uniformly disseminated to stock exchanges and made available on the company's website to avoid selective disclosure. Additionally, the company is mandated to disclose press releases, quarterly and annual financial results, and investor presentations on its website for public reference.

The code explicitly states that employees must not respond to enquiries from stock exchanges, media, or others unless authorized by the Chief Investor Relations Officer (CIRO). In instances where UPSI is disclosed selectively or inadvertently, the company is required to take immediate steps to make such information generally available. It also outlines the protocol for responding to queries on market rumours from regulatory authorities, noting that the company is not obliged to comment on every rumour unless specifically requested by a stock exchange.

Handling Information and Legitimate Purposes

The framework emphasizes that information shared with analysts and research personnel must not be UPSI. To ensure official confirmation, the company plans to maintain transcripts or records of proceedings from meetings with analysts and investor conferences on its official website. All interactions with institutional shareholders and fund managers are to be based on generally available information accessible to the public on a non-discriminative basis.

UPSI may be disclosed to persons requiring it for legitimate purposes, such as partners, lenders, legal advisors, auditors, and consultants, provided it is shared on a need-to-know basis. The policy for determining legitimate purposes mandates that such sharing must occur in the ordinary course of business and be necessary to complete specific tasks or assignments. The Fair Disclosure Code is subject to review by the Board of Directors as and when deemed necessary.

The Nomination and Remuneration Committee of mamaearth has approved the grant of 5,74,400 stock options to eligible employees. The approval was granted on May 19, 2026, under the Honasa Consumer Limited Employee Stock Options Plan – 2018 (ESOP – 2018). The scheme is compliant with the SEBI (SBEB) Regulations, 2014.

Details of the Grant

The total number of shares covered by these options is 5,74,400 equity shares. Each option is convertible into one equity share of the company with a face value of ₹10. The exercise price for these stock options has been fixed at ₹10 per option.

Vesting and Exercise Terms

The granted options are governed by the ESOP-2018, administered by the Nomination and Remuneration Committee. Once vested, the options entitle the holder to acquire an equal number of equity shares upon payment of the exercise price and applicable taxes. All vested options can be exercised by the employee during their tenure or within 90 days from the date of their last working day.

Key Terms of ESOP-2018

Upon the exercise of vested options, the requisite number of equity shares will be allotted to the employees. The company disclosed that this information was submitted in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.