Kwality Wall's (India) Limited has disclosed the opening of its mandatory open offer by The Magnum Ice Cream Company HoldCo 1 Netherlands B.V., together with Magnum ICC Finance B.V. and The Magnum Ice Cream Company N.V. as persons acting in concert. The offer seeks to acquire up to 61,08,93,729 fully paid-up equity shares representing 26.00% of the voting share capital at ₹21.33 per equity share. The tendering period is scheduled from April 23, 2026 to May 7, 2026, with the offer being implemented through the stock exchange mechanism via a separate acquisition window on BSE and NSE.

Offer Details and Key Parameters

The Independent Directors Committee (IDC), comprising Ravindira Pisharody (Chairperson), Madhavan Hariharan, Shukla Wassan, and Jayaraman Vaidyaraman, unanimously recommended the offer on April 16, 2026. The committee determined the offer price in accordance with Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations, based on valuation reports from independent registered valuers Bansal S. Mehta Valuers LLP (₹21.33 per share) and PwC Business Consulting Services LLP (₹20.95 per share).

Market Price Comparison and Transaction Status

The IDC noted that the closing market prices on April 15, 2026 were ₹25.22 on NSE and ₹25.23 on BSE, both higher than the offer price. The committee advised public shareholders to independently evaluate the open offer and market performance before tendering shares.

The acquirer completed the underlying transaction on March 30, 2026, acquiring 145,44,12,656 equity shares representing 61.90% of the voting share capital through off-market transfers. Consequently, the acquirer has acquired control over the target company and become the promoter. The sellers have been reclassified from "promoter" to "public" category. The escrow account deposits total ₹1,303,03,63,239.57, representing the maximum consideration payable under full acceptance.

Board Changes and Statutory Approvals

Following the consummation of the underlying transaction, Abhijit Bhattacharya has been appointed as additional non-executive director and Chairperson of the Board, while Tahir Toloy Tanirdagli has been appointed as additional non-executive director. Ritesh Tiwari resigned from his position as additional director. As of the offer opening date, no further statutory approvals are required from any foreign or Indian regulatory authorities to acquire validly tendered equity shares.

Kwality Wall's (India) Limited has issued a comprehensive postal ballot notice dated 15th April, 2026, seeking shareholder approval for eight critical corporate governance resolutions. The company has also submitted newspaper advertisements to stock exchanges under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring proper disclosure compliance.

Key Appointments Under Consideration

The postal ballot encompasses eight resolutions, with six focused on director appointments across executive and independent categories. The company is seeking approval for strategic leadership positions that will guide its operations following the recent demerger from Hindustan Unilever Limited.

Executive Leadership Appointments

Two key executive positions are being proposed for shareholder approval. Mr. Chitrank Goel (DIN: 11388422) is being appointed as Executive Director designated as Deputy Managing Director, bringing over 20 years of experience in consumer packaged goods and ice cream sectors. His appointment is effective from 1st December, 2025 to 30th November, 2028.

Mr. Prashant Premrajka (DIN: 11065666) is proposed as Executive Director & Chief Financial Officer, contributing 22 years of consumer goods sector experience. His tenure also spans from 1st December, 2025 to 30th November, 2028.

Independent Director Board Strengthening

Four distinguished professionals are being appointed as Non-Executive Independent Directors, each bringing specialized expertise to strengthen corporate governance:

• Mr. Madhavan Hariharan (DIN: 07217072): Chartered Accountant with 35+ years in financial management and enterprise risk management
• Mr. Ravindra Pisharody (DIN: 01875848): Engineering graduate from IIT Kharagpur with 40 years in business development and strategic management
• Ms. Shukla Wassan (DIN: 02770898): Legal expert with 30+ years in multinational corporations and corporate governance
• Mr. JV Raman (DIN: 08760114): Consumer sector expert with 39+ years, including extensive ice cream category experience

All independent directors will serve five-year terms from 1st December, 2025 to 30th November, 2030.

Remuneration and Audit Appointments

Shareholders will vote on approving remuneration of ₹20,00,000 per annum for each Non-Executive Independent Director for the period from 1st December, 2025 to 31st March, 2028. The remuneration for the initial period from 1st December, 2025 to 31st March, 2026 will be paid on a pro-rata basis.

The company is also seeking approval for appointing M/s. S.N. Ananthasubramanian & Co., Company Secretaries as Secretarial Auditors for five financial years from 2025-26 to 2029-30, with remuneration set at ₹2,50,000 plus applicable taxes for the year 2025-26.

Voting Process and Timeline

The e-voting process is structured to ensure comprehensive shareholder participation:

The postal ballot notice has been sent electronically to members whose email addresses are registered with the company or depository participants as of the cut-off date. Mr. Nitesh Latwal and Mr. Ajay Khandelwal from PI & Associates have been appointed as scrutinizers to ensure fair and transparent voting.

Regulatory Compliance

The company has submitted newspaper advertisements published in Business Standard (All India Edition in English) and Navshakti (Mumbai Edition in Marathi) to BSE Limited and National Stock Exchange of India Limited. This submission was made under Regulation 30 of SEBI regulations, ensuring proper disclosure of the postal ballot process to all stakeholders.

Corporate Context

These appointments come as Kwality Wall's operates as an independent entity following the demerger of Hindustan Unilever Limited's ice cream business, which became effective on 1st December, 2025. The company's equity shares were listed on 16th February, 2026, making these governance appointments crucial for establishing robust leadership and oversight structures for the newly public entity.