Kwality Wall's (India) Limited formally responded on May 11, 2026, to voting recommendations issued by two proxy advisory firms — Institutional Investor Advisory Services (IiAS) and Stakeholders Empowerment Services (SES) — concerning resolutions in its postal ballot notice dated April 15, 2026. The resolutions pertain to the appointment of two executive directors, and the company's response sought to address governance concerns raised by both advisors ahead of the shareholder voting deadline. The response letters were simultaneously filed with BSE Limited and the National Stock Exchange of India Limited on May 11, 2026.

Executive Director Appointments Under Review

The postal ballot notice dated April 15, 2026, included two resolutions on which both IiAS and SES issued proxy voting recommendations. The details of the proposed appointments are as follows:

Both IiAS and SES had raised concerns in their respective proxy reports, prompting the company to issue separate but substantively identical clarification letters to each firm.

Remuneration Cap and Governance Clarifications

In its response to both advisory firms, Kwality Wall's (India) Limited provided the following key clarifications regarding the remuneration and stock option framework applicable to the two executive directors:

• The aggregate remuneration for each of the executive directors — comprising Basic Salary, Benefits envelope, Target Performance Bonus, Target Discretionary Performance Share Plan Award, and participation in any future employee stock option scheme — shall not exceed INR 65 mn for FY 26-27. This ceiling assumes achievement of maximum company targets and superlative individual performance.
• As confirmed in the company's earlier response dated 6th May 2026, Kwality Wall's (India) Limited does not currently have any stock option scheme beyond the Target Discretionary Performance Share Plan Award.
• Any new share plan introduced for executive directors in the future will be implemented in accordance with applicable regulations and will require shareholder approval.
• Any grant of options to the executive directors mentioned above will also be subject to approval of shareholders.

Shareholder Communication and Dissemination

The company requested the stock exchanges to disseminate the communication through their respective platforms, enabling shareholders to take the clarifications into account while casting their votes in the ongoing postal ballot. The letters were signed by Anand Upadhyay, Company Secretary & Compliance Officer (Membership No: A23622), on behalf of Kwality Wall's (India) Limited. The company reiterated its commitment to the highest standards of governance and transparency in its communications to both proxy advisors.

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.