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.

Seven Unilever entities have officially completed the divestment of their combined 61.90% controlling stake in Kwality Wall's (India) Limited to The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. on March 30, 2026. The transaction, executed under a Share Purchase Agreement dated June 25, 2025, marks the complete exit of Unilever entities from the Indian ice cream company.

Major Divestment Structure

The regulatory filing under Regulation 29(2) of SEBI (SAST) Regulations reveals the comprehensive divestment details:

The divestment involved seven Unilever entities with varying shareholdings. Unilever PLC held the largest stake at 47.43%, followed by Unilever Group Limited at 4.54%. Other divesting entities included Unilever Overseas Holdings AG (2.93%), Unilever UK&CN Holdings Limited (2.56%), Unilever South India Estates Limited (2.24%), Unilever Assam Estates Limited (1.40%), and Unilever Overseas Holdings B.V. (0.80%).

Seller Shareholding Breakdown

Promoter Reclassification Process

Following the share transfer completion, all seven Unilever entities have been reclassified from 'promoter' category to 'public' category in accordance with Regulation 31A(10) of SEBI (LODR) Regulations, 2015. The entities now hold zero equity shares in Kwality Wall's (India) Limited, marking their complete exit from the company.

Strategic Board Restructuring

Following the acquisition, Kwality Wall's announced key board appointments effective March 30, 2026:

Mr. Abhijit Bhattacharya serves as Chief Financial Officer of The Magnum Ice Cream Company N.V., bringing nearly four decades of global leadership experience. Mr. Tahir Toloy Tanridagli currently serves as President for the METSA markets at TMICC, providing strategic direction across multiple countries.

Company Structure and Compliance

Kwality Wall's (India) Limited maintains its equity structure with total equity capital of INR 234,95,91,262 comprising 234,95,91,262 equity shares of INR 1 face value each. The company's shares continue trading on BSE Limited and National Stock Exchange of India Limited.

A mandatory tender offer is currently underway in accordance with applicable Indian laws and is expected to conclude within 4-6 months. If TMICC's shareholding exceeds 75% pursuant to the tender offer, the company will be required to reduce its shareholding to not more than 75% within one year to comply with minimum public shareholding requirements.