Kwality Wall's (India) Limited announced on May 15, 2026, the successful passage of all eight resolutions submitted to its members through a postal ballot process conducted entirely via remote e-voting. The results were disclosed in accordance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company had 1149814 total members on record as of the cut-off date.

Postal Ballot Process Overview

The Postal Ballot Notice was dated April 15, 2026, and the remote e-voting window opened on April 16, 2026 at 09:00 A.M. (IST), closing on May 15, 2026 at 05:00 P.M. (IST). Voting was facilitated through the e-voting platform of KFin Technologies Limited. The process was scrutinized by Nitesh Latwal (ACS No.: A32109, CP No.: 16276), Partner of M/s PI & Associates, Practicing Company Secretaries (FRN: P2014UP035400), who was appointed by the Board of Directors on April 13, 2026. The scrutinizer submitted his report on May 15, 2026, confirming that all resolutions were passed with the requisite majority.

The following key details governed the postal ballot process:

Resolutions Passed

All eight resolutions — six Special Resolutions and two Ordinary Resolutions — were passed with requisite majority. The resolutions covered the following:

• Resolution 1 (Special): Appointment of Mr. Chitrank Goel (DIN: 11388422) as Executive Director designated as Deputy Managing Director
• Resolution 2 (Special): Appointment of Mr. Prashant Premrajka (DIN: 11065666) as Executive Director & Chief Financial Officer
• Resolution 3 (Special): Appointment of Mr. Madhavan Hariharan (DIN: 07217072) as Non-Executive Independent Director
• Resolution 4 (Special): Appointment of Mr. Ravindra Pisharody (DIN: 01875848) as Non-Executive Independent Director
• Resolution 5 (Special): Appointment of Ms. Shukla Wassan (DIN: 02770898) as Non-Executive Independent Director
• Resolution 6 (Special): Appointment of Mr. Jayaraman Vaidyaraman ("JV Raman") (DIN: 08760114) as Non-Executive Independent Director
• Resolution 7 (Ordinary): Approval of remuneration payable to Non-Executive Independent Directors
• Resolution 8 (Ordinary): Appointment of M/s. S.N. Ananthasubramanian & Co., Company Secretaries (ICSI Unique Code: P1991MH040400) as Secretarial Auditors

Voting Results Summary

The table below presents the consolidated voting outcome for all eight resolutions, including total votes polled, votes in favour, votes against, and the overall result.

Promoter and Institutional Participation

For all resolutions, the Promoter and Promoter Group cast 1454412858 votes entirely in favour, representing 100.0000% of their holdings. Public Institutional shareholders, holding 407676409 shares, polled 325011935 votes, representing 79.7230% of their outstanding shares. Notably, for Resolutions 7 and 8, Public Institutional shareholders voted 100.0000% in favour with zero votes against. For Resolutions 1 and 2, institutional votes against were comparatively higher at 11.7955%, while for Resolutions 3 through 6, institutional opposition remained below 0.36%. Public Non-Institutional shareholders participated at approximately 2.84% of their outstanding shares across most resolutions.

Scrutinizer's Certification

The scrutinizer, Nitesh Latwal, confirmed that the postal ballot process was conducted in compliance with Section 108 and 110 of the Companies Act, 2013, read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014, and in accordance with MCA Circular No. 03/2025 dated September 22, 2025, and SEBI (LODR) Regulations, 2015. All resolutions are deemed passed on May 15, 2026, the last date of remote e-voting. The announcement was signed by Anand Upadhyay, Company Secretary & Compliance Officer (Membership No: A23622) of Kwality Wall's (India) Limited.

The open offer for acquisition of equity shares of Kwality Wall's (India) Limited has concluded, with The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (the "Acquirer"), along with persons acting in concert Magnum ICC Finance B.V. ("PAC 1") and The Magnum Ice Cream Company N.V. ("PAC 2"), completing the process on May 14, 2026. The post offer advertisement was issued by Kotak Mahindra Capital Company Limited, the manager to the offer, pursuant to Regulation 18(12) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended ("SEBI (SAST) Regulations").

Open Offer Overview

The open offer was made to the public shareholders of Kwality Wall's (India) Limited for acquisition of up to 61,08,93,729 (Sixty One Crore Eight Lakh Ninety Three Thousand Seven Hundred and Twenty Nine) fully paid-up equity shares of face value of INR 1 each, representing 26.00% of the voting share capital, at a price of INR 21.33 per equity share. The offer was preceded by a Public Announcement dated February 16, 2026, and a Detailed Public Statement published on February 20, 2026. The Letter of Offer was dated April 10, 2026.

Acquisition Details and Offer Outcome

The offer received significantly lower participation than the maximum envisaged size. Against the proposed acquisition of up to 61,08,93,729 equity shares (assuming full acceptance), actual tenders received and accepted stood at 1,42,126 equity shares. The actual size of the offer in monetary terms amounted to INR 30,31,547.58, compared to the proposed offer size of INR 1303,03,63,239.57 under full acceptance. The following table presents a comparison of the proposed figures from the Letter of Offer against the actual outcome:

Shareholding Structure Before and After the Offer

Prior to the Public Announcement, the Acquirer and both PACs held nil shares in the target company. In accordance with Regulation 22(2) of the SEBI (SAST) Regulations, the Acquirer consummated the underlying transaction on March 30, 2026, acquiring an aggregate of 145,44,12,858 (One Hundred and Forty Five Crore Forty Four Lakh Twelve Thousand Eight Hundred and Fifty Eight) equity shares, representing 61.90% of the voting share capital, from the sellers through off-market transfers. Following the conclusion of the open offer, the Acquirer's post-offer shareholding stood at 1,45,45,54,984 equity shares, representing 61.91% of the voting share capital.

The pre-open offer shareholding of the public is based on the shareholding as of April 8, 2026, the Identified Date, as disclosed in the Letter of Offer. Neither the Acquirer nor the PACs acquired any equity shares after the Detailed Public Statement, excluding those specified under the underlying transaction and the open offer.

Responsibility and Publication

The Acquirer, the PACs, and their respective directors, in their capacity as directors, severally and jointly accept full responsibility for the information contained in the Post Offer Advertisement and for the obligations laid down in the SEBI (SAST) Regulations in respect of the open offer. The Post Offer Advertisement was published on May 15, 2026 in Financial Express (English, all editions), Jansatta (Hindi, all editions), and Navshakti (Marathi, Mumbai edition). A copy of the advertisement is expected to be available on the websites of SEBI, BSE Limited, and the National Stock Exchange of India Limited, as well as at the registered office of the target company.