Hindustan Unilever Ltd. — Proxy Solicitation & Information Statement 2025

Jul 7, 2025

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7th July, 2025

Stock Code: BSE: 500696 NSE: HINDUNILVR ISIN: INE030A01027

BSE Limited, National Stock Exchange of India Ltd Corporate Relationship Department, Exchange Plaza, 5th Floor, 2nd Floor, New Trading Wing, Plot No. C/1, G Block, Rotunda Building, P.J. Towers, Bandra – Kurla Complex, Dalal Street, Bandra (E), Mumbai – 400 001 Mumbai – 400 051

Dear Sir / Madam,

Sub: Notice of meeting of the Equity Shareholders of the Company convened as per the directions of the National Company Law Tribunal, Mumbai Bench in the matter of the Scheme of Arrangement between Hindustan Unilever Limited (“Company”), and Kwality Wall’s (India) Limited and their respective Shareholders.

This is in reference to our letter dated 11th June 2025 informing directions given by the Hon’ble National Company Law Tribunal, Mumbai Bench (“ NCLT ”) in the Company Scheme Application (CAA) No. 142(MB)2025 for convening meeting of the Equity Shareholders of the Company through video-conferencing or other audio-visual means (“ VC/OAVM ”) to consider, and if thought fit, approve, with or without modification, the proposed Scheme of Arrangement between the Company and Kwality Wall’s (India) Limited and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ the Act ”) (“ Scheme ”).

Accordingly, as per the directions set out in the Order of the NCLT and in compliance with the provisions of the Act and related Rules, read with the applicable general circulars issued by the Ministry of Corporate Affairs in relation to conducting general meeting through VC/OAVM with facility for e-voting, Regulation 44 and other provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), applicable SEBI Circulars and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India, we are submitting herewith the Notice of meeting of the Equity Shareholders of the Company to be held on Tuesday, 12th August, 2025 at 11:00 AM (IST) through VC / OAVM, for the purpose of considering, and if thought fit, approving the proposed Scheme.

The Company has completed dispatch of Notice of the Meeting along with Annexures today, i.e., on 7th July, 2025 through electronic mode to those Members whose e-mail addresses are registered with the Company/Registrar and Transfer Agents /Depository Participants / Depositories as on 23rd June 2025.

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The aforesaid Notice and the Explanatory Statement together with the accompanying documents are also being uploaded on the Company’s corporate website at https://www.hul.co.in/investors/corporate-governance/demerger-of-ice-cream-business/.

You are requested to kindly take the above information on your records.

Thanking you

Yours faithfully,

For Hindustan Unilever Limited

Digitally signed by RADHIKA RADHIKA KARTIK SHAH KARTIK SHAH Date: 2025.07.07 21:09:11 +05'30'

Radhika Shah

Company Secretary & Compliance Officer Membership No: A19308

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L15140MH1933PLC002030 Corporate Identification Number: Registered Office: Unilever House, B.D. Sawant Marg, Chakala, Andheri East, Mumbai, 400099, India Phone: +91 (0) 022 – 5043 2790/32516/32754 Email: levercare.shareholder@unilever.com Website: www.hul.co.in

NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF HINDUSTAN UNILEVER LIMITED CONVENED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

BENCH
Day, Date and Time	:	Tuesday, August 12, 2025 at 11:00 A.M. (IST)
Cut-of date for sending the Notice to eligible shareholders	:	Monday, June 23, 2025
Cut-of date for determining eligibility for e-voting	:	Tuesday, August 05, 2025
Remote e-voting start date and time	:	Thursday, August 07, 2025 at 9:00 A.M. (IST)
Remote e-voting end date and time	:	Monday, August 11, 2025 at 5:00 P.M. (IST)
Mode of Meeting	:	As per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench, the Meeting shall be conducted throughVideo Conferencing/ Other Audio Visual Means

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Sl. No.	Contents	Page No.
1.	Notice of the meeting of the equity shareholders of Hindustan Unilever Limited (“HUL” or “Demerged Company”) convened as per the directions of the National Company Law Tribunal, Mumbai Bench.	1
2.	Explanatory Statement under Sections 230 and 232 read with Section 102 of the Companies Act, 2013, and Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Merger Rules”) and as required under SEBI Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.	12
Annexures
3.	Scheme of Arrangement amongst HUL and Kwality Wall’s (India) Limited (“KWIL” or “Resulting Company”) and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013, enclosed asAnnexure 1.	30
4.	Share Entitlement Ratio Report dated January 21, 2025 issued by Deloitte India Valuation LLP, Registered Valuer (IBBI Registration Number: IBBI/RV-E/02/2019/105), enclosed as Annexure 2.	62
5.	Fairness Opinion dated January 21, 2025 issued by Kotak Mahindra Capital Company Limited, an independent Category-I Merchant Banker registered with SEBI (SEBI Registration No. INM000008704), enclosed asAnnexure 3.	75
6.	Observation letter dated May 14, 2025 issued by BSE Limited (“BSE”) (“BSE Observation Letter”), enclosed asAnnexure 4.	81
7.	Observation letter dated May 14, 2025 issued by National Stock Exchange of India Limited (“NSE”) (“NSE Observation Letter”), enclosed asAnnexure 5.	86
8.	Interim Complaints Report dated March 06, 2025 and Complaints Report dated March 24, 2025 submitted to BSE and Complaints Report dated March 07, 2025 submitted to NSE, enclosed asAnnexure 6A, 6B, and 6Crespectively.	92
9.	Report adopted by the respective Board of Directors of HUL and KWIL,pursuant to Section 232(2)(c) of the Companies Act, 2013, enclosed asAnnexure 7A and 7B respectively.	101
10.	Pre-Scheme and post-Scheme shareholding patterns of HUL and KWIL, each as on June 30, 2025, enclosed asAnnexure 8A and 8Brespectively.	119
11.	Information pertaining to KWIL in the format specifed for abridged prospectus as specifed in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, enclosed asAnnexure 9(“Disclosure Document”).	159
12.	Details of on-going adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against HUL and KWIL, their respective promoters, directors and KMPs, enclosed asAnnexure 10A and 10Brespectively.	170
13.	Audited standalone fnancial statements of HUL as on March 31, 2025, enclosed as Annexure 11.	197
14.	Audited special purpose fnancial statements of KWIL for the period from January 10, 2025 to March 31, 2025, enclosed asAnnexure 12.	283

15.	Certifcate from the Statutory Auditors of HUL to the efect that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 along with the clarifcatory letter issued by the Statutory Auditors in response to the query raised by BSE, enclosed asAnnexure 13A. Certifcate from the Statutory Auditors of KWIL to the efect that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013 along with the clarifcatory letter issued by the Statutory Auditors in response to the query raised by BSE, enclosed asAnnexure 13B.	290
16.	Disclosure of information, in accordance with the BSE Observation Letter and the NSE Observation Letter, enclosed as follows: (a) Details of capital built-up of HUL and KWIL as on June 30, 2025, enclosed asAnnexure 14Aand14Brespectively. (b) Information submitted by HUL to NSE as per Annexure M of the NSE checklist, in accordance with the NSE Observation Letter, enclosed asAnnexure 14C. (c) Disclosure by HUL in relation to material information in respect of KWIL, to BSE and NSE, enclosed asAnnexure 14D and Annexure 14Erespectively.	433

The Notice of the Meeting, Explanatory Statement and Annexures 1 to 14E constitute a single and complete set of documents and should be read in conjunction with each other, as they form an integral set of documents..

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COMPANY SCHEME APPLICATION NO. C.A.(CAA)/142(MB)2025

In the matter of the Companies Act, 2013;

And

In the matter of Application under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016;

And

In the matter of the Scheme of Arrangement among Hindustan Unilever Limited and Kwality Wall’s (India) Limited and their respective shareholders.

Hindustan Unilever Limited, a public listed ) company incorporated under the Indian ) Companies Act, 1913, and now governed ) under the Companies Act, 2013, having CIN: ) L15140MH1933PLC002030 and having its ) registered office at Unilever House, B.D. Sawant ) Marg, Chakala, Andheri East, Mumbai, 400099, ) India.

Kwality Wall’s (India) Limited, a public ) unlisted company, incorporated under the ) provisions of the Companies Act, 2013 having ) CIN: U10505MH2025PLC437886 and having its ) registered office at Unilever House, B.D. Sawant ) Marg, Chakala, International Airport, Andheri ) East, Mumbai, 400099, India. ) )

Applicant Company 1/ Demerged Company

Applicant Company 2/ Resulting Company

NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF HINDUSTAN UNILEVER LIMITED CONVENED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

To,

The Equity Shareholders of Hindustan Unilever Limited

1. Notice is hereby given that by an order dated June 11, 2025 (the “ Order ”), passed in the captioned matter, the Mumbai Bench of the Hon’ble National Company Law Tribunal (“ NCLT ” or “ Tribunal ”) has directed, inter alia , that a meeting of the equity shareholders of Hindustan Unilever Limited (“ HUL ” or “ Demerged Company ”) be convened and held on Tuesday, August 12, 2025 at 11:00 A.M. (IST) (“ Tribunal Convened Meeting ” or “ Meeting ”), through video conferencing (“ VC ”)/ other audio visual means (“ OAVM ”), for the purpose of considering, and if thought fit, approving with or without modification, the proposed Scheme of Arrangement amongst HUL and Kwality Wall’s (India) Limited (“ KWIL ” or “ Resulting Company ”) and their respective shareholders, pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (“ Act ”) (“ Scheme ”). The deemed venue for the Meeting shall be the Registered Office of HUL at Unilever House, B.D. Sawant Marg, Chakala, Andheri East, Mumbai, 400099, India.

2. Pursuant to the said Order, the Hon’ble Tribunal has directed that the Meeting will be held through VC/ OAVM, in compliance with the provisions of the Act, along with the Merger Rules, and operating procedures referred to circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time, the latest one being General Circular No. 09/2024 dated September 19, 2024 ( “ MCA Circulars ”), provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ Listing Regulations ”) read with Securities and Exchange Board of India Master Circular dated June 20, 2023 bearing reference No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 (“ SEBI Scheme Circular ”) and any other applicable circulars issued by Securities and Exchange Board of India (“ SEBI ”) and the Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (“ SS-2 ”), each as amended and restated from time to time.

3. The Scheme, if approved by the equity shareholders of HUL prescribed under Section 230(6) of the Act read with the Listing Regulations, the SEBI Scheme Circular and other applicable circulars issued by SEBI, if any, will be subject to subsequent approval of the Hon’ble Tribunal and such other approvals, permissions and sanctions from any other regulatory or statutory authority(ies), as may be deemed necessary.

4. The Company has engaged the services of National Securities Depository Limited (“ NSDL ”) for the purpose of providing the facility of remote e-voting prior to the Meeting and e-voting during the Meeting. The equity shareholders may refer to the ‘Notes’ to this Notice for further details on remote e-voting prior to the Meeting and e-voting at the Meeting.

5. The Hon’ble Tribunal has appointed Mr. Ferdino Rebello (Retd. Chief Justice of Allahabad High Court), the undersigned, to be the Chairperson for the Meeting and Mr. Ashwini Ramakant Gupta, Company Secretary, to be the Scrutinizer to scrutinize the remote e-voting process before the Meeting as well as e-voting during the Meeting, to scrutinize the entire e-voting process in a fair and transparent manner.

6. The equity shareholders shall have the facility and option of voting on the Resolution for approval of the Scheme by casting their votes (a) through e-voting available at the Meeting to be held through VC / OAVM; or (b) through remote e-voting during the period commencing as stated below:

REMOTE E-VOTING

REMOTE E-VOTING	REMOTE E-VOTING
Commencement of remote e-voting	Thursday, August 07, 2025 at 9:00 A.M. (IST)
Conclusion of remote e-voting	Monday, August 11, 2025 at 5:00 P.M. (IST)

The remote e-voting module shall be disabled by NSDL for voting thereafter. Equity shareholders of HUL whose names are recorded in the Register of Members of HUL or in the Register of Beneficial Owners maintained by the Depositories (such shareholders holding shares either in physical form or in electronic form) as of Tuesday, August 05, 2025 (“ Cut-off Date ”), may cast their vote by remote e-voting.

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1. Once the vote on a resolution is cast by the equity shareholders, the equity shareholders shall not be allowed to change it subsequently. The voting rights of the equity shareholders shall be in proportion to their share in the paid-up equity share capital of HUL as on the close of business hours on the Cutoff Date. A person who is not an equity shareholder as on the Cut-off Date, should treat the Notice for information purposes only.

2. The Statement under Section(s) 102, 230 to 232 and other applicable provisions of the Act and Rule 6 of the Merger Rules, Listing Regulations, SEBI Scheme Circular and other applicable circulars issued by SEBI, along with a copy of the Scheme and other Annexures to the Explanatory Statement are enclosed herewith. A copy of this Notice, Explanatory Statement and Annexures to the Notice and Explanatory Statement are available on the following:

3. (a) website of HUL at https://www.hul.co.in/investors/corporate-governance/demerger-of-ice-creambusiness/;

4. (b) website of NSDL at www.evoting.nsdl.com;

5. (c) websites of the stock exchanges where the equity shares of HUL are listed at www.bseindia.com, and www.nseindia.com respectively;

6. (d) website of SEBI at www.sebi.gov.in.

7. The equity shareholders desirous of obtaining physical copies of the said Notice, the Explanatory Statement and Annexures to the Notice and Explanatory Statement, free of charge, may send a request at levercare.shareholder@unilever.com. A copy of the Scheme along with the Explanatory Statement can be obtained free of charge, between 9:00 A.M. and 5:00 P.M. (IST) on any day (except Saturday, Sunday and public holidays) up to one day prior to the date of the Meeting from the Registered Office of HUL. Alternatively, a request for obtaining an electronic or soft copy of the Notice may be made by sending an email along with details of your shareholding in HUL at levercare.shareholder@unilever.com.

8. The equity shareholders are requested to consider, and if thought fit, to pass with requisite majority the following Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013, and any other applicable provisions of the Companies Act, 2013 and the rules, regulations, circulars and notifications issued thereunder (including any statutory modification or re-enactment thereof), including the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016, master circular no. SEBI/HO/CFD/POD-2/P/ CIR/2023/93 dated June 20, 2023 issued by the Securities and Exchange Board of India (“ SEBI ”) (as amended from time to time) (“ SEBI Scheme Circular ”) or any other circulars / guidelines issued by SEBI applicable to schemes of arrangement from time to time, as applicable, and relevant provisions of other applicable laws, the provisions of the Memorandum of Association and Articles of Association of Hindustan Unilever Limited (the “Company”), and subject to the approval of the Mumbai Bench of the Hon’ble National Company Law Tribunal (“ NCLT ”) and approvals of any other relevant statutory or regulatory authorities as may be required, and subject to such conditions and modifications as may be prescribed or imposed by the Mumbai Bench of the NCLT, or by any statutory or regulatory authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ”, which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the proposed arrangement embodied in the Scheme of Arrangement amongst HUL and KWIL, and their respective shareholders (“ Scheme ”) as enclosed with this notice of the convened Meeting of the shareholders, be and is hereby approved.

RESOLVED FURTHER THAT for the purpose of giving effect to the above Resolution and for removal of any difficulties or doubts, the Board, be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper, and to settle any questions or difficulties or doubts that may arise, including passing of such accounting entries and /or making such adjustments in the books of accounts as considered necessary to give effect to the above Resolution and effectively implement the Scheme or any other transactions that are incidental or ancillary thereto and to accept such directions, modifications, amendments, limitations and/or conditions, if any, at any time and for any reason, which may be required and/or imposed by the Mumbai Bench of the NCLT or its appellate

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authority(ies) while sanctioning the arrangement embodied in the Scheme or by any regulatory or statutory authority(ies), or as may be required for the purpose of settling of any questions or difficulties arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, or to review the position relating to the satisfaction of various conditions of the Scheme and if necessary, to waive any of those, and to do all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect or to carry out such modifications/directions as may be required and/or imposed and/or permitted by the Mumbai Bench of the NCLT while sanctioning the Scheme, or by any statutory or regulatory authorities, or to approve withdrawal (and where applicable, re-filing) of the Scheme at any stage for any reason including in case any changes and/or modifications are suggested/required to be made in the Scheme or any condition suggested, required or imposed, whether by any shareholder, creditor, SEBI, the Mumbai Bench of the NCLT, and/or any other authority, which are in its view not acceptable to the Company, and/or if the Scheme cannot be implemented otherwise, and to do all such acts, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto.

RESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any Director(s) and/or officer(s) of the Company to give effect to these Resolutions, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from shareholders of the Company”.

Dated at this 7[th] July, 2025

Sd/- Mr. Ferdino Rebello (Retd. Chief Justice of Allahabad High Court) Chairperson appointed for the Meeting

Registered Office: Hindustan Unilever Limited

Unilever House, B.D. Sawant Marg, Chakala, Andheri East, Mumbai, 400099, India CIN: L15140MH1933PLC002030

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Notes:

1. Pursuant to the Order, the Meeting of the equity shareholders of HUL is being conducted through VC/ OAVM facility to transact the business set out in the Notice convening this Meeting. The Meeting will be conducted in compliance with the provisions of the Act, Merger Rules, SEBI Scheme Circular read with other applicable SEBI circulars, SS-2 and in compliance with the MCA Circulars. Accordingly, the Meeting of the equity shareholders of HUL will be convened on Tuesday, August 12, 2025 at 11:00 A.M. (IST) , through VC / OAVM for the purpose of considering, and if thought fit, approving, the Scheme.

2. Pursuant to the Order, the Meeting is being convened through VC/OAVM and the requirement of physical attendance of equity shareholders has been dispensed with. In view of this, the facility for appointment of proxies by the equity shareholders under Section 105 of the Act is not available for the Meeting and hence, the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.

3. Information in relation to accessing the Notice of the Meeting: In compliance with the Order and the MCA Circulars, the Notice of this Meeting, together with accompanying documents mentioned in the Index, is being sent through electronic mode to those equity shareholders of HUL whose e-mail addresses are registered with HUL/ Depository Participant(s) (“ DPs ”) / Registrar and Transfer Agent (“ RTA ”) as on Monday, June 23, 2025 . In terms of the directions contained in the Order, the Notice convening the Meeting is also being published by the Company through advertisement in the “Business Standard” in the English language and a Marathi translation thereof in “Loksatta”, both having circulation in Mumbai, India, indicating the day, date and time of the Meeting.

4. Cut-Of Date for exercising voting rights: Only the registered equity shareholders of HUL whose names are recorded in the Register of Members of HUL or in the Register of Beneficial Owners maintained by the Depositories (such members holding shares either in physical form or in electronic form) as of the Cut-off Date (i.e. Tuesday, August 05, 2025) shall be entitled to exercise their voting rights on the resolution proposed in the Notice and attend the Meeting.

5. Equity shareholders may join the Meeting through VC/OAVM facility by following the procedure as mentioned below which shall be kept open for the equity shareholders from 30 minutes before the time scheduled to start the Meeting. The joining link shall be kept open throughout the proceedings of the Meeting. The equity shareholders will be able to view the proceedings on NSDL’s e-Voting website at www.evoting.nsdl.com.

6. The authorized representative of Corporate Members/ Institutional Investors (i.e. other than individuals, HUF’s, NRI’s, etc.) appointed in pursuance of Section 113 of the Act, may attend the Meeting provided that a certified true copy of the resolution of the Board of Directors authorizing such representative to attend and vote at the Meeting shall be emailed to the Scrutinizer at guptaashwin761@gmail.com with a copy marked to evoting@nsdl.co.in and levercare.shareholder@unilever.com not later than 48 hours before the scheduled time of the commencement of the Meeting.

7. Quorum of the Meeting: Equity shareholders attending the Meeting through VC/OAVM facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act and as per the terms of the Order of the Tribunal. Further, the Order also directs that in case the quorum, as noted above for the Meeting, is not present at the commencement of the Meeting, then the Meeting shall be adjourned by 30 minutes, and thereafter, the equity shareholders present shall be deemed to constitute the quorum.

8. Subject to the receipt of requisite majority of votes in favour of the Scheme, i.e., majority of persons representing three-fourths in value of all equity shareholders of HUL casting their votes (as per Sections 230 to 232 of the Act), the Resolution proposed in the Notice shall be deemed to have been duly passed on Tuesday , August 12, 2025 i.e. the date of the Meeting of the equity shareholders of HUL under the Act.

9. The Notice of the Meeting indicating the instructions for the remote e-voting process can be downloaded from the NSDL’s website www.evoting.nsdl.com.

10. Equity shareholders will be provided with the facility for voting through an electronic voting system during the video conferencing proceedings at the Meeting and equity shareholders participating at the Meeting, who have not already cast their vote by remote e-Voting, will be eligible to exercise their right to vote during such proceedings of the Meeting. Equity shareholders who have cast their vote by remote e-voting prior to the Meeting will also be eligible to participate at the Meeting but shall not be entitled to cast their vote again on such resolutions for which the member has already cast the vote through remote e-voting.

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1. The Chairperson shall, at the Meeting, at the end of discussion on the Resolution on which voting is to be held, allow voting, by use of e-voting system for all those equity shareholders who are present during the Meeting through VC/OAVM but have not cast their votes by availing the remote e-voting facility. The e-voting module during the Meeting shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.

2. In case of joint holders attending the Meeting, only such joint equity shareholder whose name appears as the first holder in the order of names as per the Register of Members of HUL will be entitled to vote at the Meeting.

3. Mr. Ashwini Ramakant Gupta, Company Secretary, (COP 18163), has been appointed as the Scrutinizer by the NCLT to scrutinize the remote e-voting process before the Meeting as well as e-voting during the Meeting, fairly and transparently.

4. The Chairperson shall submit the result of the voting to HUL within 2 (two) working days from the conclusion of the Meeting. The results of the meeting along with the Scrutinizer’s report shall be communicated to the stock exchanges on which HUL’s shares are listed, and will also be displayed on the notice board of -

the Registered Office of HUL, HUL’s website at https://www.hul.co.in/investors/corporate governance/ demerger-of-ice-cream-business/ and the website of NSDL at https://eservices.nsdl.com, immediately after the results are declared.

1. THE INSTRUCTIONS FOR EQUITY SHAREHOLDERS FOR REGISTRATION OF EMAIL ADDRESSES, REMOTE E-VOTING, VOTING DURING THE MEETING, AND JOINING THE MEETING ARE AS UNDER:

PROCEDURE FOR REMOTE E-VOTING:

I. For Individual Members holding shares in demat mode:

1. Procedure for Members holding shares with DP registered with NSDL :

The procedure to vote electronically on the NSDL e-Voting system consists of three methods (based on registration) which are mentioned below:

A. OTP based login:

Members will have to click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin. jsp. and enter their 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, Members will be redirected to NSDL Depository site wherein the e-Voting page can be seen. Click on company name or e-Voting service provider i.e. NSDL and Members will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

B. For Members registered on NSDL IDeAS facility:

1. The NSDL IDeAS facility can be accessed either on Laptop or Mobile by typing the URL https://eservices.nsdl.com/.

2. Once the e-Services home page appears, click on ‘Beneficial Owner’ under the IDeAS Section.

3. User ID and Password are required to be entered. The system will authenticate the Member by sending OTP on registered Mobile Number & E-mail ID.

4. After successful authentication, click on ‘Access to e-voting’ under e-voting services.

5. Click on link placed under ‘Actions’ against the Company for which the Member wishes to exercise e-voting for casting the vote during the remote e-voting period or for voting during the CCM.

6. Alternatively, Members who are not already registered and wish to register for NSDL IDeAS facility have the option of Direct Registration for IDeAS facility which is available at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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C. For Members not registered on NSDL IDeAS facility:

1. The NSDL e-voting website can be accessed either on Laptop or Mobile by typing the URL https://www.evoting.nsdl.com/

2. Once the e-voting page appears, click on ‘Login’ under the ‘Shareholder/Member’ Section.

3. For logging in, User ID (i.e. 16-digit NSDL demat account number) and Password / OTP and a Verification Code, are required to be entered. The system will authenticate the Member by sending OTP on registered Mobile Number & e-mail ID.

4. After successful authentication, the Member will be redirected to the IDeAS e-voting page.

5. Click on link placed under ‘Actions’ against the Company for which the Member wishes to exercise e-voting for casting the vote during the remote e-voting period or for voting during the Meeting.

6. ‘NSDL Speede’ Mobile App

For a seamless e-voting experience, Members can also download the ‘NSDL Speede’ App by scanning the below QR code.

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2. For Members holding shares with DP registered with CDSL :

The procedure to vote electronically on the CDSL e-Voting system consists of two methods (based on registration) which are mentioned below:

A. For Members registered on CDSL Easi / Easiest:

1. The CDSL e-voting facility, viz. Easi / Easiest, can be accessed either on Laptop or Mobile by typing the URL https://web.cdslindia.com/myeasitoken/Home/Login.

2. User ID and Password are required to be entered. The system will authenticate the Member by sending OTP on registered Mobile Number & E-mail ID.

3. After successful authentication, Members are required to click on NSDL, being the e-voting service provider, and choose the Company for which they wish to cast their vote.

4. Alternatively, Members who are not already registered and wish to register for CDSL Easi / Easiest facility have the option of Direct Registration for Easi/Easiest facility is available at https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration or https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration.

B. For Members not registered on CDSL Easi / Easiest facility:

1. Members can directly access the e-voting page by typing the URL https://www.evotingindia. com/ either on Laptop or Mobile.

2. Members are required to provide their demat account number and PAN.

3. The system will authenticate the Member by sending OTP on registered Mobile Number & E-mail ID.

4. After successful authentication, click on link for e-voting against the Company for which the Member wishes to cast their vote.

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3. Securities held in demat mode - login through depository participants:

• (a) Members can also login using the login credentials of their demat account through their DP registered with NSDL / CDSL for e-voting facility. After logging in, the e-voting option will appear.

• (b) Once Members click on the e-voting option, they will be redirected to the website of NSDL/CDSL. After successful authentication, they can click on options available against the Company for which the Member wishes to exercise e-voting for casting the vote during the remote e-voting period or for voting during the Meeting.

Important Notes:

1. Members who are unable to retrieve User ID / Password are advised to use the ‘Forgot User ID / Password’ option.

2. In order to access e-voting facility, Members are requested to update their Mobile Number and E-Mail ID in their demat accounts through their DPs.

3. Members facing any technical issues related to e-voting may reach out to helpdesk of the respective depositories at the contacts given hereinafter:

NSDL		CDSL
e-mail id:evoting@nsdl.com Phone no.: 022 - 4886 7000		e-mail id:helpdesk.evoting@cdslindia.com Toll Free No.: 1800 21 09911

Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP).

II. For other than Individual Members holding shares in demat mode and for Members holding shares in physical mode:

• A. For Members registered on NSDL IDeAS facility:

• Members who have registered for NSDL e-services i.e. IDeAS, can log-in using the URL https://eservices.nsdl.com/ with their existing IDeAS login.

• Once Members log-in to NSDL e-services with their log-in credentials, they can click on e-voting and select the Company for which they wish to cast their vote during the remote e-voting period or for voting during the Meeting.

• B. For Members not registered on NSDL IDeAS facility:

• The NSDL e-voting website can be accessed either on Laptop or Mobile by typing the URL https://www.evoting.nsdl.com/

• Once the e-voting page appears, click on ‘Login’ under the ‘Shareholder/ Member’ Section.

• For logging in, User ID (i.e. 16-digit NSDL demat account number) and Password / OTP and a Verification Code, are required to be entered. The system will authenticate the Member by sending OTP on registered Mobile Number & E-mail ID.

INSTRUCTIONS FOR USER ID AND PASSWORD DETAILS:

User ID:

User ID:
Manner of holding shares	User ID
1. For Members holding shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID
2. For Members holding shares in demat account with CDSL	16 Digit Benefciary ID
3. For Members holding shares in Physical Form	EVEN (E-Voting Event Number) followed by HUL Folio Number

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Password:

Password:
Type of Members	User ID
1. Members already registered for e-voting	Existing password can be used for logging-in and casting vote.
2. Members using NSDL e-voting system for the frst time	‘Initial password’ communicated to Members is required to be entered. Once entered, the system will prompt to change the password.

PROCEDURE TO RETRIEVE THE INITIAL PASSWORD:

1. Members holding shares in demat mode would have received an email from NSDL with the Initial Password in a pdf attachment, on their registered E-mail IDs.

2. The password to open the pdf:

3. For shares held in NSDL account: 8 digit client ID

4. For shares held in CDSL account: last 8 digits of client ID

5. For shares held in physical mode: Folio number

6. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

7. Members who are not able to retrieve the password, can send a request at evoting@nsdl.co.in mentioning their demat account number / folio number, PAN, name and registered address.

Note: It is strongly recommended that Members take utmost care to keep their password confidential and not to share their password with any other person. Login to the e-voting system shall be disabled upon five unsuccessful attempts to key in the correct password. In such an event, Members are advised to use the ‘Forgot User Details/Password’ or ‘Physical User Reset Password’ option available on www.evoting.nsdl.com to reset the password.

HOW CAN MEMBERS VERIFY THAT THEIR VOTES HAVE BEEN CAST SUCCESSFULLY?

1. After selecting appropriate options i.e. assent or dissent and after verifying / modifying the number of shares for which the votes are to be cast, click on ‘Submit’ and also ‘Confirm’ when prompted.

2. Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

3. Once Members confirm their votes on the resolution(s), they will not be allowed to modify their votes.

PROCEDURE TO JOIN THE MEETING ON NSDL E-VOTING SYSTEM:

1. After successful authentication, Members need to click on ‘VC/OAVM’ link placed under ‘Join General Meeting’ for joining virtual meeting.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Please note that Members connecting from mobile devices, tablets or laptops via mobile hotspot may experience Audio/Video loss due to fluctuation in their respective networks. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

4. For convenience of the Members and proper conduct of Meeting, Members can login and join at least 30 (thirty) minutes before the time scheduled for the Meeting. The joining link shall be kept open throughout the proceedings of Meeting.

5. Members, who need assistance before or during the Meeting, may send a request at evoting@nsdl.com or use Contact No.: 022 - 4886 7000

PROCEDURE FOR E-VOTING DURING THE MEETING:

1. The procedure for e-voting during the Meeting is same as the instructions mentioned above for remote e-voting.

2. Only those Members, who will be present in the Meeting through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the Meeting.

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1. Members who have voted through remote e-voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.

2. In case of any queries, Members may refer the ‘Frequently Asked Questions (FAQs) for Shareholders’ and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000.

PROCEDURE FOR MEMBERS WHOSE E-MAIL IDS ARE NOT REGISTERED WITH THE DPS FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF EMAIL IDS FOR E-VOTING:

1. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the Cut-off Date, shall be entitled to avail of the facility of remote e-voting before the Meeting as well as e-Voting during the Meeting. Equity shareholders who acquire shares of HUL post dispatch of this Notice and are shareholders of HUL as on the Cut-off Date or who have not registered their e-mail addresses with HUL or with the Depositories, can download the Notice from the website of HUL at https://www.hul.co.in/investors/corporate-governance/demerger-ofice-cream-business/ and are requested to send the following details/documents at evoting@nsdl.com for obtaining the login ID and password for remote e-voting or e-voting during the meeting:

Members whose names are held in physical mode	Members whose names are held in demat mode
•Name of the Shareholder •Folio No. •Self-attested copy of PAN and address proof •Copy of Share Certifcate (front and back)	•Name of the Shareholder •16-digit DP ID Client ID or benefciary ID •Self-attested copy of PAN and address proof •Copy of Client Master List or Consolidated Account Statement

PROCEDURE TO RAISE QUESTIONS

1. Equity shareholders who would like to ask questions may register themselves as a speaker by sending the request along with their queries in advance mentioning their name, demat account number / folio number, email id and mobile number, to HUL’s email address at levercare.shareholder@unilever.com. Only those speaker registration requests received till Tuesday, August 05, 2025 shall be considered and allowed as speakers during the Meeting.

2. HUL reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the Meeting.

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Information At A Glance :

	Information At A	Glance:
S. No.	Particulars	Details
1.	Day, Date and Time of the Meeting	Tuesday, August 12, 2025 at 11:00 A.M. (IST)
2.	Mode of Meeting	VC / OAVM
3.	Link to participate in the Meeting through VC/ OAVM	https://www.evoting.nsdl.com/
4.	Contact details of NSDL for assistance before or during the Meeting	evoting@nsdl.com Contact No.: 022 - 4886 7000
5.	Cut-of date for sending the Notice to eligible shareholders	Monday, June 23, 2025
6.	Cut-of date for determining eligibility for remote e-voting	Tuesday, August 05, 2025
7.	Remote e-voting start date and time	Thursday, August 07, 2025 at 9:00 A.M. (IST)
8.	Remote e-voting end date and time	Monday, August 11, 2025 at 5:00 P.M. (IST)
9.	E-voting event number (EVEN)	134371
10.	Registration as speaker shareholder	Tuesday, August 05, 2025
11.	Name, address and contact details of Registrar and Transfer Agent	M/s. KFin Technologies Limited Selenium Tower B, Plot Nos. 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad 500032. Contact Person : Ms. Krishna Priya Maddula Senior Manager – Corporate Registry Contact No. +91 40 67161510

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

COMPANY SCHEME APPLICATION NO. C.A.(CAA)/142(MB)2025

In the matter of the Companies Act, 2013;

And

In the matter of Application under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013;

And

In the matter of the Scheme of Arrangement among Hindustan Unilever Limited and Kwality Wall’s (India) Limited and their respective shareholders.

Hindustan Unilever Limited, a public listed company ) incorporated under the Indian Companies Act, ) 1913, having CIN: L15140MH1933PLC002030 ) and having its registered office at Unilever House, ) B.D. Sawant Marg, Chakala, Andheri East, ) Mumbai, 400099, India. ) ) Kwality Wall’s (India) Limited, a public ) unlisted company, incorporated under the ) provisions of the Companies Act, 2013 having ) CIN: U10505MH2025PLC437886 and having its ) registered office at Unilever House, B.D. Sawant ) Marg, Chakala, International Airport, Andheri ) East, Mumbai, 400099, India. ) )

Applicant Company 1/ Demerged Company

Applicant Company 2/ Resulting Company

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EXPLANATORY STATEMENT TO THE NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF HINDUSTAN UNILEVER LIMITED

1. This is a statement accompanying the Notice convening the meeting of equity shareholders of HUL, pursuant to an order dated June 11, 2025 passed by the Mumbai Bench of the Hon’ble National Company Law Tribunal (“ NCLT or “Tribunal ”) in the Company Application C.A.(CAA)/142(MB)2025 (“ Order ”), to be held on Tuesday, August 12, 2025 at 11:00 A.M. (IST) through VC/ OAVM means (“ Tribunal Convened Meeting ” or “ Meeting ”) for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Arrangement amongst HUL, KWIL and their respective shareholders, pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (“ Act ”), and any other applicable provisions of the Act (including any statutory modification(s) or re-enactment thereof, for the time being in force) (“ Scheme ”).

2. In September 2024, the Board of Directors of HUL had constituted a committee of Independent Directors (“ ID Committee ”) to evaluate the prospects and way forward for HUL’s Ice Cream business pursuant to Unilever PLC’s (parent entity of HUL) announcement to separate its Ice Cream business globally. The ID Committee of HUL had undertaken a comprehensive review of the Ice Cream business. Based on the ID Committee’s recommendations, the Board of HUL, in its meeting dated October 23, 2024, decided to separate the Ice Cream business. Thereafter, the Board of HUL considered and evaluated different modes of separation of the Ice Cream business. After due consideration and based on the recommendations of the ID Committee, with a view to inter alia , unlock value for all the shareholders, on November 25, 2024, the Board of HUL had accorded its in-principle approval for the separation of the Ice Cream business by way of a demerger through an NCLT sanctioned scheme of arrangement into an independent listed entity. For the purposes of the proposed demerger of HUL’s Ice Cream business, KWIL was incorporated by HUL as its wholly owned subsidiary on January 10, 2025. Thereafter, the Audit Committee and ID Committee of HUL considered the rationale and benefits of the Scheme and recommended the Scheme to the Board of Directors of HUL. Based on the recommendations of the said Committees, the Board of Directors of HUL unanimously approved the Scheme at its meeting on January 22, 2025.

3. The Scheme provides, inter alia, for the following:

• (a) the demerger of the Ice Cream Business Undertaking ( as defined in the Scheme ) of HUL to KWIL on a going concern basis and in consideration, the consequent issuance of the equity shares of KWIL to all the equity shareholders of HUL in accordance with the Share Entitlement Ratio ( as defined below ) (“ Demerger ”); and

• (b) various other matters consequential or otherwise integrally connected therewith including, inter alia , the consequent reduction and cancellation of the existing shareholding of HUL in KWIL, pursuant to Sections 230 to 232 of the Act and other applicable provisions thereof read with Section 2(19AA) of the Income Tax Act, 1961 (“ IT Act ”), and the SEBI Scheme Circular.

The salient features of the Scheme are given in paragraph 7 below and the detailed terms of the arrangement are covered in the Scheme, a copy of which is enclosed as Annexure 1 .

4. Rationale of the Scheme and the benefit of the Scheme as perceived by the Board of Directors of HUL:

• 4.1. The Board of HUL had undertaken a comprehensive review and had decided to separate the Ice Cream Business Undertaking ( as defined in the Scheme ) in view of its different operating model, including differentiated infrastructure for supply and distribution, capital allocation needs, distinct channel landscape and go-to-market strategy.

• 4.2. After due consideration, the Board of HUL has proposed to undertake the separation of the Ice Cream Business Undertaking ( as defined in the Scheme ) by way of this Scheme which contemplates the demerger of the Ice Cream Business Undertaking ( as defined in the Scheme ) to KWIL, to create an independent listed ice-cream company. This would be in the best interests of both HUL and KWIL, and their respective shareholders, creditors, employees and other stakeholders on account of the following:

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• (a) the Demerger will result in the separation of the Ice Cream Business Undertaking ( as defined in the Scheme ) from the Remaining Business ( as defined in the Scheme ), which will enable both the companies to sharpen focus on their respective businesses and strategies in pursuit of their respective growth and value creation models;

• (b) the Ice Cream Business Undertaking ( as defined in the Scheme ) operates in an attractive highgrowth category and has built iconic brands such as ‘Kwality Wall’s’, ‘Cornetto’ and ‘Magnum’ and the Demerger would create a leading listed ice cream company in India, which will have a focused management with greater flexibility to deploy strategies suited to its distinctive operating model and market dynamics, to realise its full potential;

• (c) KWIL will have ability to benefit from the portfolio, brand and innovation resources and technical expertise from the largest global ice cream business enabling it to keep winning in the market space;

• (d) the Demerger will enable HUL to drive sharper focus in the business as it further accelerates its play in high-growth demand spaces, strengthening its future fit portfolio;

• (e) the Demerger would unlock value for all shareholders of HUL and give them the flexibility to stay invested in the growth journey of the Ice Cream Business Undertaking ( as defined in the Scheme ); and

• (f) the Demerger will facilitate a smoother transition for the Ice Cream Business Undertaking ( as defined in the Scheme ) and its people.

5. Particulars of HUL

• 5.1. Hindustan Unilever Limited (i.e. Demerged Company) was incorporated on 17th October, 1933 under the provisions of the Indian Companies Act, 1913. HUL is a listed public limited company. HUL is registered with the Registrar of Companies, Mumbai having Corporate Identification Number L15140MH1933PLC002030. The Permanent Account Number of HUL is AAACH1004N. The registered office address of HUL is Unilever House, B.D. Sawant Marg, Chakala, Andheri East, Mumbai, 400099, India. The e-mail address of the Company is levercare.shareholder@unilever.com. The equity shares of HUL are listed on the BSE and NSE.

5.2. Summary of the main objects as per the Memorandum of Association and main business carried

on by HUL

HUL is one of India’s leading private sector companies and is engaged in the business of manufacturing, marketing, distribution and sale of fast-moving consumer goods.

The main objects of HUL, as stated in the Memorandum of Association, are set out hereunder:

1. “ To establish and carry on the business of manufacturers of soap, soap-powders, detergents and toilet requisites, and to buy, sell, manufacture, refine, prepare and deal in all kinds of oils and oleaginous and saponaceous substances, and all kinds of unguents and ingredients;

2. To carry on the business of manufacturers of vegetable products margarine, and all kinds of fat and oleaginous emulsions and to buy, sell manufacture, refine, prepare and deal in all kinds of fats, oils and oleaginous substances and all the required ingredients for the manufacture of the Company’s products;

3. To grow, cultivate, manufacture, treat, cure, blend, process, win, render marketable and transport whether in bulk or in packetted or concentrated forms, tea, coffee, cocoa or any other beverages, cinchona, chicory, rubber, jajoba, ratanjyot, neem, oil palm, coconut, saffron, hops, cardamom, gum, resin and other plantation crops of all varities and clones, citronella, palmarosa, vinca rosea, solanum khasianum and other produce of the soil whatsoever, whether of spontaneous growth or not; to carry on the business of plantation, horticulture, floriculture, sericulture, aquaculture, mushroom and other vegetable cultivation, dairy farming/poultry farming and related activities; to manufacture, buy, sell, and deal in citronella oil and machinery of all kinds for processing of any or all of the aforesaid produce or commodities, things and products and for that purpose to layout, construct, purchase, take on lease, or otherwise acquire, alter, equip maintain and work estates, gardens, plantations, farms including the growing, cultivation and reproduction of tea seeds and

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other reproductive vegetative material of all types and manufactories or their properties in any place or places and to buy, sell store, further process, sort, grade or otherwise prepare, import, export, despatch, dispose of and deal in and trade in all or any of the aforesaid produce or commodities, things and products, either in processed, finished, manufactured or raw state, by retail, wholesale or otherwise;

4. To manufacture and deal in articles of foods of all kinds”

• 5.3. Details of change of name, registered office and objects of HUL during the last five years

• (i) Change of Name: There has been no change in the name of HUL in the last 5 (five) years

• (ii) Change of Registered Ofce: There has been no change of registered office in the last 5 (five) years.

• (iii) Change of objects: There has been no change of objects in the last 5 (five) years.

5.4. Share capital structure of HUL

The share capital structure of the Company as on June 30, 2025 is as under:

==> picture [503 x 19] intentionally omitted <==

----- Start of picture text -----

Share Capital Amount (In ` )
----- End of picture text -----

Share Capital	Amount(In`)
Authorized Share Capital
2,85,00,00,000 equityshares of`1 each	2,85,00,00,000
TOTAL	2,85,00,00,000
Issued, Subscribed and Paid up Share Capital
2,34,95,91,262 equityshares of`1 each	2,34,95,91,262
TOTAL	2,34,95,91,262

5.5. Financial statements of HUL:

The last annual financial statements of HUL have been audited for the financial year ended March 31, 2025 and the same are enclosed as Annexure 11 . Subsequent to the date of the aforesaid financial statements, there is no material change in the financial position of HUL, except those arising or resulting in the normal and ordinary course of business.

5.6. Details of the Promoters and Directors of HUL

==> picture [501 x 33] intentionally omitted <==

----- Start of picture text -----

S. Name Category/ Address
No. Designation
----- End of picture text -----

S. No.	Name	Category/ Designation	Address
A.	List of Promoters
1.	Unilever PLC	Promoter	Port Sunlight, Wirral, Merseyside, CH62 4ZD
2.	Unilever Group Limited	Promoter	Unilever House, 100, Victoria Embankment, Blackfriars, London, EC4Y 0DY
3.	Unilever Overseas Holdings AG	Promoter	Spitalstrasse, 8200, Schafhausen, Switzerland
4.	Unilever Overseas Holdings B V	Promoter	100 Victoria Embankment, Unilever House, London EC4 0DY, United Kingdom
5.	Unilever UK & CN Holdings Limited	Promoter	Unilever House, 100 Victoria Embankment,EC4Y 0DY
6.	Unilever South India Estates Limited	Promoter	Unilever House, 100 Victoria Embankment,EC4Y 0DY
7.	Unilever Assam Estates Limited	Promoter	Unilever House, 100, Victoria Embankment, Blackfriars, London, EC4Y 0DY

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----- Start of picture text -----

S. Name DIN Designation Age Address Date of
No. appointment
----- End of picture text -----

S. No.	Name	DIN	Designation	Age	Address	Date of appointment
B.	List of Directors
1.	Mr. Nitin Paranjpe	00045204	Non-Executive – Non Independent Director - Chairperson	62	1203, Tower 4, Plot No 1903, Sane Guruji Marg, Saat Rasta, Mumbai - 400011	31/03/2022
2.	Mr. Rohit Jawa	10063590	Executive Director – CEO – MD	58	Flat No 3603, 36thFloor, E wing, Vivarea, Sane Guruji Marg, Dr A L Nair Road, NearJacob Circle, Mumbai 400011	01/04/2023
3.	Mr. Ritesh Ramkrishna Tiwari	05349994	Executive Director	49	3901, Lodha Kiara A Wing T 5, Pandurang Budkar Marg, Worli, Delisle Road, Mumbai 400013.	01/05/2021
4.	Mr. Biddappa Ponnappa Bittianda	06586886	Executive Director	58	Flat No. 505/506 Fairmont Towers, Banaswadi Main Road, Cooke Town, Bangalore - 560005	01/06/2024
5.	Ms. Ashu Suyash	00494515	Non-Executive Director - Independent Director	58	214 B, Kalpataru Horizon, S.K. Ahire Marg, Worli, Mumbai 400018	12/11/2021
6.	Mr. Ranjay Satya Gulati	03627064	Non-Executive Director - Independent Director	62	235, Fuller ST, Newton, MA 02465- 2810	01/04/2023
7.	Ms. Neelam Dhawan	00871445	Non-Executive Director - Independent Director	65	C3/10 DLF Phase 1, Gurgaon, Haryana 122002	01/08/2023
8.	Mr. Tarun Bajaj	02026219	Non-Executive Director - Independent Director	62	Bungalow No.38, New Moti Bagh, Suth Moti Bagh, South West Delhi, Delhi 110021	01/12/2023

6. Particulars of KWIL

6.1. Kwality Wall’s (India) Limited (i.e. the Resulting Company) is a public unlisted company, limited by shares, incorporated on January 10, 2025 under the provisions of the Companies Act, 2013 under Corporate Identification Number: U10505MH2025PLC437886 and having its registered office at Unilever House, B.D. Sawant Marg, Chakala, International Airport, Andheri East, Mumbai, 400099, India. The Permanent Account Number of KWIL is AALCK5019K. The email address of KWIL is kwalitywalls.India@unilever.com.

• 6.2. Summary of the main objects as per the Memorandum of Association and main business carried on by KWIL:

KWIL is inter alia engaged in the business of manufacturing, marketing, distribution and sale of ice creams, frozen desserts (both dairy and non-dairy), frozen snacks, frozen vegetables and frozen processed food of all kinds.

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The main objects of KWIL, as stated in the Memorandum of Association, are, inter alia , set out hereunder:

• (1) “To carry on in India or abroad the business of importing, exporting, manufacturing, producing, converting, commercializing, processing, developing, selling, purchasing, distributing, or otherwise dealing in all types of ice creams, ice cream cakes, syrups, toppings, ice cream cones, frozen desserts, frozen dairy products, non-dairy frozen alternatives, frozen processed food of all kinds, including frozen snacks, frozen vegetables, frozen ready-to-eat or ready-to-serve offerings, confectionaries, cakes, pastries and any other associated or complementary product, including raw materials, promotional material, packaging material, semi-finished goods.

• (2) To act as an agent, broker, concessionaire, consultant, consignor, buyer, seller or otherwise in all types of ice creams, ice cream cakes, syrups, toppings, ice cream cones, frozen desserts, frozen dairy products, non-dairy frozen alternatives, frozen processed food of all kinds, including frozen snacks, frozen vegetables, ready to-eat or ready-to-serve offerings, confectionaries, cakes, pastries and any other associated or complementary product, including raw materials, promotional material, packaging material, semi-finished goods.

• (3) To establish, construct, manage, and operate ice cream and confectionary parlours, kiosks, dessert bars, mobile vending units, drive-through outlets, and any other wholesale or retail formats for the sale, marketing, and promotion of ice cream, frozen desserts, frozen processed food, and related products, and to develop, license, or franchise such retail formats domestically and internationally, providing necessary training, support, and supplies for the same.

• (4) To import, export, purchase, sell, lease, hire, or otherwise deal in machinery, tools, equipment, plant apparatus, refrigeration systems, automated manufacturing lines, packaging materials, and raw materials required for the production, storage, and distribution of ice creams, ice cream cakes, syrups, toppings, ice cream cones, frozen desserts, frozen dairy products, non-dairy frozen alternatives, frozen processed food of all kinds, including frozen snacks, frozen vegetables, frozen ready-to-eat or ready-to-serve offerings, confectionaries, cakes, pastries, and related products, including raw materials, and to ensure compliance with applicable quality and safety standards.

• (5) To establish, acquire, purchase, lease, hire, or operate factories, manufacturing units, cold storage facilities, warehouses, distribution centres, and logistical hubs for the production, processing, packaging, preservation, and storage of ice creams, ice cream cakes, syrups, toppings, ice cream cones, frozen desserts, frozen dairy products, non-dairy frozen alternatives, frozen processed food of all kinds, including frozen snacks, frozen vegetables, frozen ready-to-eat or ready-to-serve offerings, confectionaries, cakes, pastries, and related products, including deep freezes, push carts, and tricycles, and to ensure compliance with applicable quality and safety standards. To undertake research and development activities for the innovation of new flavours, recipes, and formulations in ice creams, ice cream cakes, syrups, toppings, ice cream cones, frozen desserts, frozen dairy products, non-dairy frozen alternatives, frozen processed food of all kinds, including frozen snacks, frozen vegetables, frozen ready-to- eat or ready-to-serve offerings, confectionaries, cakes, pastries, and related products, including low-calorie, vegan, organic, and allergen-free options, and to collaborate with academic institutions, research bodies, and industry experts for advancements in product quality, food technology, and sustainability.”

• 6.3. KWIL Details of change of name, registered office and objects of KWIL during the last five years: was incorporated on January 10, 2025 and since then there has been no change in its name, registered office or the objects clause.

6.4. Share capital structure of KWIL

The share capital structure of KWIL as on June 30, 2025 is as under:

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----- Start of picture text -----

Share Capital Amount (In ` )
----- End of picture text -----

Share Capital	Amount (In`)
Authorized Share Capital
2,50,00,00,000 equity shares of`1 each	2,50,00,00,000
TOTAL	2,50,00,00,000

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----- Start of picture text -----

Share Capital Amount (In ` )
----- End of picture text -----

Share Capital	Amount (In`)
Issued, Subscribed and Paid-up Share Capital
5,00,00,000 equity shares of`1 each	5,00,00,000
TOTAL	5,00,00,000

6.5. Financial statements of KWIL:

KWIL has prepared its audited special purpose financial statements for the period from January 10, 2025 Annexure 12 . to March 31, 2025. The said audited special purpose financial statements are enclosed as Subsequent to March 31, 2025, there has been no substantial change in the financial position of KWIL.

6.6. Details of the Promoters and Directors of KWIL

==> picture [504 x 128] intentionally omitted <==

----- Start of picture text -----

S. Name Category/ Address
No. Designation
A. Promoter
1. Hindustan Unilever Limited Body Corporate Unilever House, B.D. Sawant Marg, Chakala,
Andheri East, Mumbai, 400099, India
S. Name DIN Designation Age Address Date of
No. Appointment
----- End of picture text -----

S. No.	Name	DIN	Designation	Age	Address	Date of Appointment
B.	List of Directors
1.	Ms. Vinita Nair	10903336	Non- Executive Director	36	Near Datta Guru Soc, 3 Sunbeam Deonar Baug, Deonar, T.F. Donar S.O. Mumbai, Maharashtra 400088	10/01/2025
2.	Mr. Navin Jain	08632751	Non- Executive Director	52	Flat No. 2607/2608, The Park Residences, Of New Link Road Oshiwara, Andheri West, VTC: Mumbai, PO: Azad Nagar, District: Mumbai Suburban, Maharashtra 400053	10/01/2025
3.	Ms. Shalini Sinha	08299362	Non- Executive Director	48	A 404, 4thFloor, A Wing, Hubtown Sunmist CTS No 42, N S Phadke Road, Above Big Boy Toyz, Andheri East, VTC: Mumbai, PO: Andheri East, Mumbai Suburban, Maharashtra 400069	10/01/2025
4.	Mr. Prashant Premrajka	11065666	Non- Executive Director	46	C 0201, Oberoi Woods CHSL, Mohan Gokhale Marg, Goregaon East, VTC: Mumbai, PO: Goregaon East, Sub District: Borivali, District: Mumbai Suburban, Maharashtra- 400063	09/05/2025
5.	Mr. Tahir Toloy Tanridagli	11164403	Non- Executive Director	48	Flat No. 3103, Torino CHS Ltd, Hiranandani Gardens, Powai, Mumbai – 400076	25/06/2025

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7. Salient features of the Scheme

• 7.1. The salient features of the Scheme are, inter alia , as stated below. The capitalized terms used in the salient features shall have the same meaning as ascribed to them in Clause 1 of Part I of the Scheme and the salient features are to be read subject to the same rules of interpretation as stated in Clause 2 of Part 1 of the Scheme. The below mentioned points are not exhaustive and the shareholders are advised to go through the entire Scheme as well.

• (a) The Scheme provides inter alia for:

  • (i) the demerger of the Ice Cream Business Undertaking ( as defined in the Scheme ) of HUL to KWIL on a going concern basis and in consideration, the consequent issuance of the equity shares of KWIL to all the shareholders of HUL in accordance with the Share Entitlement Ratio ( as defined below ); and

  • (ii) various other matters consequential or otherwise integrally connected therewith including, inter alia , the consequent reduction and cancellation of the existing shareholding of HUL in KWIL, pursuant to Sections 230 to 232 of the Act and other applicable provisions thereof read with Section 2(19AA) of the IT Act, and the SEBI Scheme Circular.

• (b) Upon the Scheme becoming effective, all the assets, liabilities, employees and the business pertaining to the Ice Cream Business Undertaking ( as defined in the Scheme ) of HUL shall stand transferred to and vested in KWIL, as a going concern.

• (c) As consideration for the demerger of Ice Cream Business Undertaking, upon the effectiveness of the Scheme, KWIL shall, without any further act or deed, issue and allot equity shares (“ Resulting Company New Shares ”) to the equity shareholders of HUL, whose names are recorded in the register of members and records of the depository maintained under Section 11 of the Depositories Act, 1996, as members of HUL, on the Record Date (i.e. the Eligible Shareholders of HUL), in the following ratio:

“ for every 1 (one) equity share of face value of _1/- fully paid up held in the Demerged Company, 1 (one) equity share of face value of_ 1/- credited as fully paid up in the Resulting Company”, i.e. in the ratio of 1 : 1 . (“ Share Entitlement Ratio ”)

• (d) Post the effectiveness of the Scheme, the Resulting Company’s new equity shares shall be listed on the BSE and NSE in terms of and in compliance with the SEBI Scheme Circular. The Resulting Company’s new equity shares allotted by KWIL pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.

• (e) Notwithstanding anything to the contrary contained in the Scheme, upon this Scheme becoming effective, the entire pre-Scheme paid up share capital of KWIL (held by HUL) will stand cancelled and reduced by operation of law, without payment of any consideration or any further act or deed by either of HUL and KWIL, which shall be regarded as reduction of share capital of KWIL pursuant to Sections 230-232 of the Act as an integral part of the Scheme.

• (f) The “ Appointed Date ” for the purpose of the Scheme means the opening of business on the Effective Date or such other date that may be mutually agreed to by the Boards of HUL and KWIL and approved by the NCLT.

• (g) The “ Effective Date ” means the date which is the first calendar date of the month following the month in which the conditions and matters referred to in Clause 20 of the Scheme have occurred or have been fulfilled, obtained or waived, as applicable, in accordance with the Scheme.

• (h) The effectiveness of the Scheme is subject to, inter alia , (i) the Scheme being approved by the requisite majority of shareholders and/or creditors (where applicable) of HUL and KWIL, and (ii) the Scheme being approved and sanctioned by the National Company Law Tribunal, Mumbai bench.

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8. Relationship subsisting between the Companies

KWIL is presently a wholly owned subsidiary of HUL.

9. Board approvals

9.1. Based on the recommendations of the ID Committee of HUL, the Board of Directors of HUL had granted its in-principle approval on November 25, 2024 for the separation of HUL’s Ice Cream business by way of a demerger through an NCLT sanctioned scheme of arrangement into an independent listed entity. Thereafter, the Audit Committee and ID Committee of HUL considered the rationale and benefits of the Scheme and recommended the Scheme to the Board of Directors of HUL and based on the recommendations of the said committees, the Board of Directors of HUL unanimously approved the Scheme at its meeting held on January 22, 2025. Details of the directors who voted on the resolution are as follows:

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S. Names of Directors Designation Voted in favor/ against
No. the resolution or did not
vote/ participate on such
resolution
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S. No.	Names of Directors	Designation	Voted in favor/ against the resolution or did not vote/ participate on such resolution
1.	Mr. Nitin Paranjpe	Non-Executive – Non Independent Director - Chairperson	Favour
2.	Mr. Rohit Jawa	Executive Director – CEO – MD	Favour
3.	Mr. Ritesh Ramkrishna Tiwari	Executive Director	Favour
4.	Mr. Biddappa Ponnappa Bittianda	Executive Director	Favour
5.	Mr. Leo Puri*	Non-Executive Director - Independent Director	Favour
6.	Ms. Ashu Suyash	Non-Executive Director - Independent Director	Favour
7.	Mr. Ranjay Satya Gulati	Non-Executive Director - Independent Director	Favour
8.	Ms. Neelam Dhawan	Non-Executive Director - Independent Director	Favour
9.	Mr. Tarun Bajaj	Non-Executive Director - Independent Director	Favour

• Mr Leo Puri ceased to be a Director on the Board of HUL w.e.f. close of business hours on June 30, 2025.

• 9.2. The Board of Directors of KWIL unanimously approved the Scheme at its meeting held on January 22, 2025. Details of the directors who voted on the resolution are as follows:

S. No.	**Names of Director ***	Designation	Voted in favor/ against the resolution or did not vote/ participate on such resolution
1.	Ms. Vinita Nair	Non-executive Director	Favour
2.	Mr. Navin Jain	Non-executive Director	Favour
3.	Ms. Shalini Sinha	Non-executive Director	Favour

• Mr Prashant Premrajka and Mr. Tahir Toloy Tanridagli have been appointed on the Board of Directors of KWIL after the meeting of the board of directors of KWIL that was held on January 22, 2025 for approving the Scheme.

10. Interests of directors, KMPs and their relatives and Debenture Trustee

• 10.1. HUL: None of the directors, the KMPs of HUL and their respective relatives, have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding if any, in HUL. The effect of the Scheme on the material interests of the directors and KMPs and their respective relatives, is not any different from the effect on other shareholders of the Company. HUL has not issued any debentures and hence, does not have Debenture Trustee.

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• 10.2. KWIL: None of the directors of KWIL and their respective relatives, have any interests, financial or otherwise in the Scheme. The directors of KWIL do not hold any shares in KWIL, except as nominee shareholders of HUL. Pursuant to the effectiveness of the Scheme, the shareholding of the nominee shareholders in KWIL will stand cancelled and extinguished in accordance with the Scheme. The Scheme will have no effect on the material interests of the directors and their relatives. KWIL has not appointed any KMPs as on the date. KWIL has not issued any debentures and hence, does not have Debenture Trustee.

11. Effect of the Scheme on stakeholders

• 11.1. The effect of the Scheme on various stakeholders is summarised below:

• (i) Shareholders, Promoters, Non-Promoter Shareholders and KMPs - The effect of the Scheme on the shareholders, promoters, non-promoter shareholders, and KMPs of HUL and KWIL has been set out in the report adopted by the respective Board of Directors of said companies pursuant to the provisions of Section 232(2)(c) of the Act. The said reports are attached as Annexure 7A and 7B respectively.

(ii) Directors:

• (a) The Scheme will have no effect on the directors of HUL and KWIL. To the extent the directors hold any shares in HUL (if any), the directors of HUL, like any of its other shareholders, will receive equity shares in KWIL based on the Share Entitlement Ratio.

• (b) Further, no change in the Board of the Directors of HUL and KWIL is envisaged on account of the Scheme.

• (c) However, the composition of the Board of Directors of KWIL shall change on account of and in advance of the Resulting Company’s new equity shares being listed and traded on BSE and NSE (BSE and NSE collectively referred to as the “ Stock Exchanges ”) pursuant to the Scheme, in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), 2018 as amended and restated from time to time to ensure that the composition of the Board of Directors is in accordance with the SEBI Listing Regulations and the Act.

• (d) It is clarified that the composition of the Board of Directors of HUL and KWIL may undergo changes in the ordinary course, on account of appointments, retirements or resignations, if any, in accordance with the provisions of the Act, SEBI Listing Regulations (as applicable), other applicable laws, and the Memorandum and Articles of Association of HUL and KWIL.

• (iii) Creditors - Pursuant to the Scheme, there is no compromise or arrangement with the creditors, either secured or unsecured, of HUL. The Scheme is in no manner prejudicial to the interests of the creditors of HUL and the Scheme does not contemplate any modification of the rights of the creditors of HUL and the liability of the said creditors of HUL is not proposed to be reduced or extinguished under the Scheme. Further, KWIL does not have any creditors.

- (iv) Employees

• (a) Pursuant to the effectiveness of the Scheme, all the Ice Cream Business Undertaking Employees ( as defined in the Scheme ) shall be deemed to have become the employees of KWIL on and from the Appointed Date ( as defined in the Scheme ), without any break in their service and with the benefit of continuity of service, and on terms and conditions not less favourable in the aggregate than those on which they are engaged by HUL, in compliance with Applicable Law, as provided in Clause 4.6 of the Scheme.

• (b) The Ice Cream Business Undertaking Employees ( as defined in the Scheme ) (who would become employees of KWIL pursuant to the Scheme) who hold stock options granted by HUL under the Demerged Company Employee Stock Option Scheme ( as defined in the Scheme ) which have not been exercised, shall continue to be entitled to hold such stock options and be fairly compensated, as may be considered fair and reasonable by the Board or Nomination and Remuneration Committee (“ NRC ”) of the Board of HUL and /or KWIL, such that the interest of such Ice Cream Business Undertaking Employees ( as defined in the Scheme ) shall not be prejudicially impacted as a result of the Demerger.

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  - (c) The stock options granted by HUL under the Demerged Company Employee Stock Option Scheme ( _as defined in the Scheme_ ) to the employees of HUL (other than the Ice Cream Business Undertaking Employees ( _as defined in the Scheme_ )) would be adjusted appropriately so as to preserve the benefits or potential benefits intended to be made available under the Demerged Company Employee Stock Option Scheme ( _as defined in the Scheme_ ) or with respect to any outstanding stock options or otherwise necessary to reflect the adjustment in a manner that the Board and/or NRC of the Board deems fit in accordance with the applicable laws.

• (v) Debentureholders, Debenture Trustees, Depositors and Deposit Trustees - As on the date, HUL and KWIL have neither issued any debentures nor taken any public deposits. Hence, there are no debentureholders, debenture trustees, depositors and deposit trustee.

• 11.2. Brief details of: (i) synergies of business of the entities involved in the Scheme; and (ii) cost-benefit analysis of the Scheme, are set out below:

• (i) Synergies of business of the entities involved in the Scheme : The Scheme relates to the demerger of the Ice-cream Business Undertaking ( as defined in the Scheme ) of HUL into KWIL to create an independent listed ice cream company. The benefits and rationale of the Scheme are set out in paragraph 4, above.

• (ii) Cost-benefit analysis of the Scheme : The benefits of the Scheme for the stakeholders of HUL in terms of sharpened focus and other benefits as specified in Paragraph 4 above far outweigh the transaction costs for the implementation of the Scheme. For the shareholders of HUL (who will receive shares in KWIL), the Demerger will result in unlocking value and providing them the flexibility to continue to remain invested in the Ice Cream Business Undertaking ( as defined in the Scheme ). Thus, the Scheme will be beneficial for HUL and KWIL.

12. Pending Investigations or Proceedings, if any

• 12.1 No investigation or proceedings have been instituted and/or are pending under Sections 206 to 229 of the Act, against HUL or KWIL.

• 12.2 Details of all on-going adjudication and recovery proceedings, prosecution initiated and other enforcement action against HUL, its promoters, directors and KMPs (as applicable) as on May 31, 2025 are annexed as Annexure 10A .

• 12.3 Details of all on-going adjudication and recovery proceedings, prosecution initiated and other enforcement action against KWIL, its promoters and directors (as applicable) as on May 31, 2025 are annexed as Annexure 10B . KWIL has not appointed any KMPs as on the date.

• 12.4 The above-mentioned proceedings and actions against HUL, its promoters, directors and KMPs (as applicable) and against the promoters of KWIL (being HUL) are in the usual course of business/ operations of HUL and the same do not have any adverse impact on the Scheme, KWIL or the public shareholders of HUL.

13. Amounts due to Creditors:

• (a) Amounts due to Secured Creditors: HUL and KWIL do not have any secured creditor as on May 31, 2025.

(b) Amounts due to Unsecured Creditors:

• (i) KWIL does not have any unsecured creditor as on May 31, 2025.

• (ii) The amount due by HUL to its unsecured creditors as on May 31, 2025 is ` 55,59,88,26,786.

14. Summary of the Share Entitlement Ratio Report and Fairness Opinion

• 14.1 For the purpose of arriving at the recommended Share Entitlement Ratio, HUL and KWIL obtained the Share Entitlement Ratio Report dated January 21, 2025 (“ Share Entitlement Ratio Report ”), issued by Deloitte India Valuation LLP, Registered Valuer (IBBI Registration Number: IBBI/RV-E/02/2019/105), which is enclosed as Annexure 2 . Further, the rationale and methodology for arriving at the Share Entitlement Ratio are provided in the Share Entitlement Ratio Report.

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• 14.2 The Share Entitlement Ratio Report recommends the following Share Entitlement Ratio as being fair and reasonable:

• “ for every 1 (one) equity share of face value of _1/- fully paid up held in the Demerged Company, 1 (one) equity share of face value of_ 1/- credited as fully paid up in the Resulting Company”, i.e. in the ratio of 1 : 1 .

• 14.3 In consideration of the proposed Demerger contemplated in the Scheme, upon the effectiveness of the Scheme, each equity shareholder of HUL will be issued 1 (one) equity share of KWIL for every 1 (one) equity share of HUL held by them on the Record Date ( as defined in the Scheme) , such that the shareholding of KWIL will mirror that of HUL.

• 14.4 The Registered Valuer appointed to determine the recommended Share Entitlement Ratio for the proposed Demerger pursuant to the Scheme has not expressed any difficulty while determining the same.

• 14.5 Kotak Mahindra Capital Company Limited, an independent Category-I Merchant Banker registered with SEBI (SEBI Registration No. INM000008704) has in its Fairness Opinion dated January 21, 2025 (“ Fairness Opinion ”) opined that the proposed Share Entitlement Ratio recommended by the Registered Valuer is fair and reasonable to the shareholders of HUL and does not mention any special Annexure 3 .

• valuation difficulties. The copy of the said fairness opinion, is annexed as

• 14.6 The transaction contemplated by the Scheme is a classical demerger with all shareholders of HUL receiving shares in KWIL upon effectiveness of the Scheme, in proportion to their shareholding in HUL.

• 14.7 The demerger of the Ice Cream Business Undertaking ( as defined in the Scheme ) of HUL aims to give shareholders the flexibility to stay invested in the Ice Cream business’s growth journey. HUL has a significant number of shareholders, some of whom have been invested with HUL for a long time. The Share Entitlement Ratio of 1:1 ensures that no shareholder of HUL is disadvantaged by the share entitlement ratio, there are no fractional entitlements and all shareholders of HUL (including shareholders holding only 1 share in HUL) get equity shares of KWIL and have the flexibility to participate in the growth journey of KWIL while remaining invested and retaining their shares in HUL.

• 14.8 The recommendation of the Share Entitlement Ratio for the proposed Demerger pursuant to the Scheme has been considered and taken on record by the Board of Directors, the Audit Committee and the ID Committee of HUL.

15. Shareholding pattern and Capital Structure of HUL and KWIL

• 15.1 Pre and post Scheme shareholding pattern - The pre-Scheme and post-Scheme shareholding patterns of HUL and KWIL (based on shareholding data as on June 30, 2025) are attached at Annexures 8A and 8B respectively. The actual number of shares to be issued by KWIL pursuant to the Demerger will depend on the capital structure of HUL on the Record Date ( as defined in the Scheme ). Further, there will be no change in the shareholding pattern of HUL consequent to the Scheme. Further, there has been no change in the percentage of the shareholding of the promoters and public shareholders of HUL and there has been no change in the shareholding pattern of KWIL, from the date of filing Scheme with the Stock Exchanges till June 30, 2025.

• 15.2 Pre and post Scheme capital structure - The pre-Scheme capital structure of HUL and KWIL are as set out in paragraphs 5.4 and 6.4 respectively. There will be no change in the capital structure of HUL consequent to the Scheme. The post-Scheme capital structure of KWIL (based on the shareholding pattern of HUL as on June 30, 2025) will be as follows:

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Share Capital Amount (In ` )
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Share Capital	Amount(In`)
Authorized Share Capital
2,50,00,00,000 equityshares of`1 each	2,50,00,00,000
TOTAL	2,50,00,00,000
Issued, Subscribed and Paid up Share Capital
2,34,95,91,262 equityshares of`1 each	2,34,95,91,262
TOTAL	2,34,95,91,262

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16. Detail of capital restructuring

The existing shareholding of HUL in KWIL shall stand cancelled and extinguished in accordance with Clause 10 of the Scheme.

17. Detail of debt restructuring

The Scheme does not involve any debt restructuring and hence, the requirement to disclose details of debt restructuring is not applicable.

18. Auditors’ Certificate on conformity of accounting treatment specified in the Scheme with Accounting Standards

• 18.1 The Statutory Auditors of the respective companies have confirmed that the accounting treatment specified in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act and applicable rules and other generally accepted accounting principles in India.

• 18.2 The certificate issued by the statutory auditors of HUL on conformity of accounting treatment along with the letter issued by the said Auditors certifying applicable Ind AS Number for the accounting treatment in the Scheme and the method of accounting to be followed as per the Ind AS, as a response to the query raised by BSE, is enclosed as Annexure 13A.

• 18.3 The certificate issued by the statutory auditors of KWIL on conformity of accounting treatment along with the letter issued by the said Auditors certifying applicable Ind AS number for the accounting treatment in the Scheme and the method of accounting to be followed as per the Ind AS, as a response to the query raised by BSE, is enclosed as Annexure 13B.

19. No-objection of the Stock Exchanges

HUL had filed the Scheme with NSE and BSE in terms of Regulation 37 of the Listing Regulations and the SEBI Scheme Circular for their approval. Further, HUL did not receive any complaint relating to the Scheme and accordingly in terms of the SEBI Scheme Circular, the Interim Complaints Report dated March 06, 2025 and Complaints Report dated March 24, 2025 were filed by HUL with BSE and Complaints Report dated March 07, 2025 was filed by HUL with NSE, copies of which are enclosed as Annexure 6A, 6B, and 6C respectively. NSE and BSE by their respective Observation Letters dated May 14, 2025 have given their no-objection to the Scheme. Copies of the BSE Observation Letter and NSE Observation Letter are enclosed as Annexure 4 and Annexure 5 respectively. The further documents and information, as advised by the Stock Exchanges, are also provided as under:

(a) Details of proceedings and actions:

• (i) Details of all on-going adjudication and recovery proceedings, prosecution initiated and other enforcement action against HUL, its promoters, directors and KMPs (as applicable) as on May 31, 2025 are annexed as Annexure 10A .

• (ii) Details of all on-going adjudication and recovery proceedings, prosecution initiated and other enforcement action against KWIL, its promoters and directors (as applicable) as on May 31, 2025 are annexed as Annexure 10B . KWIL has not appointed any KMPs as on the date.

• (b) Disclosure Document: The Disclosure Document is enclosed as Annexure 9 .

• (c) Following information and documents as submitted to the Stock Exchanges by HUL:

• (i) Need for the demerger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme: The rationale of the scheme has been set out in Para 4 above and the details in relation to the synergies of business of HUL and KWIL, effect of the Scheme on the shareholders and cost benefit analysis of the Scheme are set out in Para 11 above.

• (ii) Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio, Rationale for using above method and the basis for arriving at the share swap ratio :

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• (a) In consideration of the proposed Demerger contemplated in the Scheme, upon the effectiveness of the Scheme, each equity shareholder of HUL will be issued 1 (one) equity share of KWIL for every 1 (one) equity share of HUL held by them on the Record Date ( as defined in the Scheme) , such that the shareholding of KWIL will mirror that of HUL. Accordingly, in terms of Paragraph A(4)(b) of Part 1 of the SEBI Scheme Circular, no valuation was required to be carried out for the Demerger contemplated in the Scheme.

• (b) The summary of the Share Entitlement Ratio Report obtained by HUL and KWIL and the Fairness Opinion obtained by HUL is set out in Para 14 above.

• (iii) Pre and Post scheme shareholding of HUL and KWIL as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders: Please refer to the details set out in Para 15.

• (iv) Capital built-up of HUL and KWIL since incorporation and last 3 years: The details of Capital built-up of HUL and KWIL as on June 30, 2025 are annexed as Annexure 14A and 14B respectively.

• (v) Details of Revenue, PAT and EBITDA of HUL and KWIL for last 3 years:

• For HUL :

Figures in ` Crores

Particulars (Amount in`crores)	Financial year ending March 31, 2025	Financial year ending March 31, 2024	Financial year ending March 31, 2023
Revenue	61,469	60,469	59,144
EBITDA	14,289	14,190	13,632
PAT	10,644	10,114	9,962

For KWIL : KWIL was incorporated only on January 10, 2025. Accordingly, KWIL had no revenue, PAT and EBITDA for the financial year ended March 31, 2023 and March 31, 2024. The requisite information as on March 31, 2025 are set out below:

For KWIL: KWIL was incorporated only on January 10, 2025. Accordingly, KWIL had no revenue, PAT and EBITDA for the fnancial year ended March 31, 2023 and March 31, 2024. The requisite information as on March 31, 2025 are set out below:	For KWIL: KWIL was incorporated only on January 10, 2025. Accordingly, KWIL had no revenue, PAT and EBITDA for the fnancial year ended March 31, 2023 and March 31, 2024. The requisite information as on March 31, 2025 are set out below:
Figures in`Crores
Particulars	Financialyear ending March 31, 2025
Revenue	Nil
EBITDA	0*
PAT	0*

• Represents amount less than ` 1 crore

• (vi) Value of Assets and liabilities of HUL that are being transferred to KWIL and post-merger balance sheet of KWIL:

Details of the assets and liabilities of HUL that are proposed to be transferred to KWIL as on March 31, 2025 are as follows:

Figures in ` Crores

	Figures in`Crores
Particulars	Details of total assets and Liabilities of HUL proposed to be transferred to KWIL as on March 31, 2025
Total Assets	1,368
Total Liabilities	413

Details of the assets and liabilities of KWIL after giving effect to the Scheme (post demerger) based on the balance sheet of KWIL as on March 31, 2025:

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Figures in ` Crores

	Figures in`Crores
Particulars	Post-Demerger
Total Assets	1,373
Total Liabilities	413

• (vii) Details of demerged undertaking of HUL and their value as per the audited balance sheet that is being demerged into KWIL;

• (a) The Ice Cream Business Undertaking ( as defined in the Scheme ) of HUL is a part of its Foods division of HUL. The Ice Cream Business Undertaking ( as defined in the Scheme ) has pan-India presence and operates in a strong category with brands such as Kwality Wall’s, Cornetto and Magnum built over 30 years.

• (b) The key financial information for the Ice Cream Business Undertaking ( as defined in the Scheme ) is as follows:

Figures in ` Crores

||Figures inCrores|Figures inCrores|Figures in`Crores|
|---|---|---|---|
|Particulars|For theyear ended|||
||March 31, 2023|March 31, 2024|March 31, 2025|
|Assets|728|1,176|1,368|
|Liabilities|300|445|413|
|Net Worth|428|731|955|
|Revenue|1,527|1,663|1,783|
|EBIT|23|72|21|

Ice Cream is an attractive category with significant headroom to grow and expand the market. Over the past few years, HUL has invested significantly in the business to drive growth by increasing penetration, consumption and expanding distribution.

(viii) Details of potential benefits and risks associated with the demerger:

• (a) Potential Benefts:

• (i) India’s ice cream industry is poised for impressive growth, given the combination of rising consumer demand and infrastructure advancements. The country’s per capita consumption of ice cream is still relatively low compared to global peers, providing significant room for expansion. Strengthening cold chain infrastructure in the country will further streamline distribution, helping brands reach wider audiences efficiently and drive growth.

• (ii) HUL’s Ice Cream business brings a rich heritage of over 30 years in India and post Demerger, KWIL is poised to become the leading listed Ice Cream company, with a robust portfolio comprising of iconic brands such as ‘ Kwality Wall’s ’, ‘ Cornetto ’ and ‘ Magnum ’.

• (iii) the Demerger will enable HUL and KWIL to sharpen focus on their respective businesses and strategies in pursuit of their respective growth and value creation models.

• (iv) KWIL will have a focused management with greater flexibility to deploy strategies suited to its distinctive operating model and market dynamics, to realise its full potential.

• (v) KWIL will continue to benefit from the portfolio, brand and innovation resources and technical expertise from the largest global ice cream business enabling it to keep winning in the market space; and

• (vi) the Demerger would unlock value for all shareholders of HUL and give them the flexibility to stay invested in the growth journey of KWIL.

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• (b) Potential Risks: Potential risks associated with ice cream business include seasonality, competition, business concentration, regulatory risks specific to food and dairy products, etc. These shall be mitigated by various business & strategic factors including the growth opportunity, strong brand equity, focus on market development initiatives to drive deseasonalization and creating consumption occasions throughout the year, and product initiatives to foster a loyal customer base. Further, to mitigate impact of business transition risks, HUL and KWIL will enter into transitionary arrangements for continuity of operations for a mutually agreed period of tenure, subject to necessary approvals. Further details are covered in the Disclosure Document, as enclosed as Annexure 9 .

• (ix) Financial implication of demerger on Promoters, Public Shareholders and the companies involved in the scheme along with future growth prospects of HUL and KWL pursuant to demerger:

• (a) Pursuant to the Scheme, the equity shareholders of HUL would also become equity shareholders of KWIL in the same proportion as their shareholding in HUL and their shareholding in KWIL would mirror their shareholding in HUL. Accordingly, the economic and legal interest of the eligible Shareholders (including promoters and the public shareholders) of HUL will remain the same upon the effectiveness of the Scheme. The proposed Demerger would create an independent listed ice cream company and unlock value for all the shareholders of HUL and give them the flexibility to stay invested in the growth journey of the Ice Cream Business Undertaking ( as defined in the Scheme ).

• (b) The Ice Cream Business Undertaking ( as defined in the Scheme ) operates in an attractive high-growth category and has built iconic brands such as ‘ Kwality Wall’s’ , ‘ Cornetto ’ and ‘ Magnum ’. The Demerger would create a leading listed ice cream company in India, which will have a focused management with greater flexibility to deploy strategies suited to its distinctive operating model and market dynamics, to realise its full potential.

• (c) The Demerger will enable HUL to drive sharper focus in the business as it further accelerates its play in high-growth demand spaces, strengthening its future fit portfolio.

• (x) Disclose all pending actions against the entities involved in the scheme its promoters/directors/ KMPs and possible impact of the same on the KWIL and on the public shareholders: Please refer to the details set out in Paragraph 12 above.

• (xi) Information submitted by HUL to NSE as per Annexure M of NSE Exchange checklist: Information submitted by HUL to NSE as per Annexure M of NSE checklist in accordance with the NSE Observation Letter, is enclosed as Annexure 14C .

• (xii) Additional Information submitted by HUL to BSE: HUL has furnished the same details and information to BSE as a part of the application for obtaining its NOC, as what was furnished to NSE as per Annexure M of the NSE checklist.

• (xiii) Disclosure by HUL of the material information in respect of the resulting company i.e. KWIL to NSE and BSE: HUL has been informed by Unilever PLC and The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (“ TMICC HoldCo ”), by way of a joint letter dated June 25, 2025 that Unilever PLC, Unilever Group Limited, Unilever Overseas Holdings AG, Unilever UK&CN Holdings Limited, Unilever South India Estates Limited, Unilever Assam Estates Limited and Unilever Overseas Holdings B.V. (together, the “ Unilever Group Shareholders ”), have executed a share purchase agreement with TMICC HoldCo and The Magnum Ice Cream Company B.V. (“ TMICC ”) on June 25, 2025 (“ SPA ”) for the acquisition by TMICC HoldCo (an entity that is presently a wholly owned subsidiary of Unilever PLC and is proposed to be separated from Unilever PLC by way of a demerger and listing) of the entire equity shareholding in KWIL, that will be issued to the Unilever Group Shareholders upon the effectiveness of the Scheme. Completion of the acquisition of the shareholding in KWIL by TMICC HoldCo pursuant to the SPA will be subject to fulfilment of certain conditions in the SPA (including the successful demerger of KWIL from HUL, and listing of KWIL shares) and receipt of requisite statutory and other approvals and TMICC HoldCo making an open offer to the public shareholders of

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KWIL for additional shares of KWIL in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. HUL is not a party to the SPA. The details in relation to the SPA relating to KWIL (as received by HUL from Unilever PLC and TMICC HoldCo) have been disclosed by HUL to the NSE and BSE, by way of its disclosures dated June 25, 2025, pursuant to the BSE Observation Letter and the NSE Observation Letter respectively, which require HUL to disclose the material information about KWIL (which is presently HUL’s wholly owned subsidiary) to the Stock Exchanges on a continuous basis. These disclosures are annexed as Annexure 14D and Annexure 14E . The SPA contemplates a transaction after the effectiveness of the Scheme and does not have any impact on the Scheme. All shareholders of HUL will receive equity shares of KWIL based on the Share Entitlement Ratio specified in the Scheme.

20. Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities in relation to the Scheme

• 20.1 The equity shares of HUL are listed on BSE and NSE. NSE was appointed as the designated stock exchange by HUL for the purpose of coordinating with SEBI, pursuant to the SEBI Scheme Circular. HUL has received observation letter regarding the Scheme from each of NSE and BSE on May 14, 2025. NSE and BSE conveyed their no adverse observations/ no objection to the Scheme, vide the NSE Observation Letter and the BSE Observation Letter respectively. Copy of the NSE Observation Letter and the BSE Observation Letter are enclosed as Annexure 4 and Annexure 5 respectively.

• 20.2 Further, all the shareholders of KWIL have given their consent to the Scheme, and therefore, the Tribunal has dispensed with the meeting of the shareholders of KWIL.

• 20.3 The Scheme, if approved at this Meeting, will be subject to subsequent sanction of the Tribunal and such other approval(s), and sanction(s) as set out in the Scheme.

• 20.4 HUL and KWIL respectively have filed Scheme with the Registrar of Companies, Mumbai in Form GNL-1.

• 20.5 HUL confirms that the Notice of the Scheme in the prescribed form is also being served on all the authorities in terms of the Order dated June 11, 2025.

21. Inspection of the Documents

All documents/information required to be hosted on the website of HUL in terms of the SEBI Scheme Circular can be accessed at https://www.hul.co.in/investors/corporate-governance/demerger-of-icecream-business/. Equity shareholders desiring inspection of any relevant documents referred to in the Notice or Explanatory Statement can send an e-mail to levercare.shareholder@unilever.com.

The following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the equity shareholders of HUL at its Registered Office at Unilever House, B.D. Sawant Marg, Chakala, Andheri East, Mumbai, 400099, India between 9 a.m. to 5 p.m. (IST) on any working day (except Saturdays, Sundays and Public Holidays) up to the date of the Meeting.

• (i) the copy of the order passed by the Mumbai Bench of the NCLT in Company Scheme Application C.A.(CAA)/142(MB)2025, dated June 11, 2025;

• (ii) Copy of the Scheme;

• (iii) Copies of the Memorandum of Association and Articles of Association of HUL;

• (iv) Copy of the latest audited standalone financial statements of HUL for the financial year ended 31st March, 2025;

• (v) Copy of the audited special purpose financial statements of KWIL for the period from January 10, 2025 to March 31, 2025;

• (vi) Copy of the Share Entitlement Ratio Report dated January 21, 2025, issued by Deloitte India Valuation LLP Registered Valuer (IBBI Registered Valuer Number: IBBI/RV-E/02/2019/105);

• (vii) Copy of the Fairness Opinion dated January 21, 2025 issued by Kotak Mahindra Capital Company Limited Merchant Banker, (SEBI Registration No. INM000008704);

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• (viii) Information submitted by HUL to NSE, as per Annexure M of the NSE Checklist, for obtaining its no-objection certificate to the Scheme;

• (ix) The certificates issued by respective Statutory Auditors of HUL and KWIL, respectively to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act;

• (x) Copy of Form GNL-1 filed by HUL and KWIL respectively with the Registrar of Companies, evidencing the filing of the Scheme;

• (xi) Complaint Reports;

• (xii) Copy of the report adopted by the Board of Directors of HUL and KWIL, explaining effect of compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders and laying out the share entitlement ratio for the scheme and the valuation difficulties, if any;

(xiii) Registers of Directors and KMPs and their shareholding in HUL;

• (xiv) All other documents displayed on HUL’s website in terms of the SEBI Scheme Circular;

• (xv) All other documents mentioned or referred to in this Statement to the Notice.

Based on the above and considering the rationale and benefits of the Scheme, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of HUL, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of HUL recommends the Scheme for approval of the shareholders.

Dated at this 7th July, 2025

Sd/- Mr. Ferdino Rebello (Retd. Chief Justice of Allahabad High Court) Chairperson appointed for the Meeting

Registered Office: Hindustan Unilever Limited L15140MH1933PLC002030 Unilever House, B.D. Sawant Marg, Chakala, Andheri East, Mumbai, 400099, India

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Separator Page

Annx 1 - Scheme of Arrangement

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Annx 2 - Share Entitlement Ratio Report

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Annx 3 - Fairness Opinion from Merchant Banker

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Annx 4 - BSE Observation Letter

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Annx 5 - NSE Observation Letter print

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Ref: NSE/LIST/46775

May 14, 2025

The Company Secretary Hindustan Unilever Limited

Kind Attn.: Radhika Shah

Dear Madam,

Sub: Observation Letter for draft scheme of arrangement amongst Hindustan Unilever Limited (“Demerged Company”) and Kwality Wall’s (India) Limited (“Resulting Company”) and their respective shareholders and creditors under Section 230-232 and other applicable provisions of the Companies Act, 2013

We are in receipt for captioned draft Scheme of Arrangement filed by Hindustan Unilever Limited.

Based on our letter reference no. NSE/LIST/46775 dated March 12, 2025, submitted to SEBI in accordance with SEBI Master circular no. SEBl/HO/CFD/POD-2/P/ClR/2023/93 dated June 20, 2023 and Regulation 94(2) SEBI (LODR) Regulations, 2015 SEBI vide its letter dated May 13, 2025, has inter alia given the following comment(s) on the draft scheme of arrangement:

• a) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.

• b) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.

• c) The Company shall ensure compliance with the SEBI circulars issued from time to time.

• d) The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Demerged Company in relation to the Ice Cream Business Undertaking shall stand transferred to and vested in and be deemed to be transferred to and vested in the Resulting Company.

• e) The Company shall ensure that the information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

• f) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

This Document is Digitally Signed

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Signer: SAILI MOHAN KAMBLE Date: Wed, May 14, 2025 12:41:25 IST Location: NSE

Non-Confidential 86/528

Continuation Sheet

Ref: NSE/LIST/46775 May 14, 2025

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• g) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.

• h) Both the Companies shall ensure that the following disclosure as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013-

• i. Need for the demerger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme.

• ii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above method.

• iii. Basis for arriving at the share swap ratio

• iv. Pre and Post scheme shareholding of HUL and KWL as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.

• v. Capital built-up of HUL and KWL since incorporation and last 3 years.

• vi. Details of Revenue, PAT and EBIDTA of HUL and KWL for last 3 years.

• vii. Value of Assets and liabilities of HUL that are being transferred to KWL and post-merger balance sheet of KWL.

• viii. Details of demerged undertaking of HUL and their value as per the audited balance sheet that is being demerged into KWL.

• ix. Details of potential benefits and risks associated with the demerger.

• x. Financial implication of demerger on Promoters, Public Shareholders and the companies involved in the scheme along with future growth prospects of HUL and KWL pursuant to demerger.

• xi. Disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs and possible impact of the same on the KWL and on the public shareholders.

• i) The Companies shall ensure that all the applicable additional information, if any, shall form part of disclosures to shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.

• j) The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

• k) The Company shall ensure that the “Scheme” shall be acted upon subject to the Company complying with the relevant clauses mentioned in the scheme document.

• l) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities/ tribunals shall be made without specific written consent of SEBI. This Document is Digitally Signed

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Signer: SAILI MOHAN KAMBLE Date: Wed, May 14, 2025 12:41:25 IST Location: NSE

Non-Confidential 87/528

Continuation Sheet

Ref: NSE/LIST/46775 May 14, 2025

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• m) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.

• n) The Company shall ensure to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

• o) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

• p) The Company involved shall ensure to disclose the No-Objection letter of the Stock Exchange on its website within 24 hours of receiving the same.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

The Company should also fulfil the Exchange’s criteria for listing of such company and also comply with other applicable statutory requirements. However, the listing of shares of Kwality Wall’s (India) Limited is at the discretion of the Exchange.

The listing of Kwality Wall’s (India) Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval & Company satisfying the following conditions:

1. To submit the Information Memorandum containing all the information about Kwality Wall’s (India) Limited and its group companies in line with the disclosure requirements applicable for public issues with National Stock Exchange of India Limited (“NSE”) for making the same available to the public This Document is Digitally Signed

through website of the companies. The following lines must be inserted as a disclaimer clause in the Information Memorandum:

Signer: SAILI MOHAN KAMBLE Date: Wed, May 14, 2025 12:41:25 IST Location: NSE

Non-Confidential 88/528

Continuation Sheet

Ref: NSE/LIST/46775

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“ The approval given by the NSE should not in any manner be deemed or construed that the Scheme has been approved by NSE; and/ or NSE does not in any manner warrant, certify or endorse the correctness or completeness of the details provided for the unlisted Company; does not in any manner take any responsibility for the financial or other soundness of the Kwality Wall’s (India) Limited, its promoters, its management etc .”

1. To publish an advertisement in the newspapers containing all the information about Kwality Wall’s (India) Limited in line with the details required as per SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as NSE.

2. To disclose all the material information about Kwality Wall’s (India) Limited to NSE on continuous basis so as to make the same public, in addition to the requirements, if any, specified in SEBI (LODR) Regulations, 2015 for disclosures about the subsidiaries.

3. The following provision shall be incorporated in the scheme:

(a) “ The shares allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.”

(b) “There shall be no change in the shareholding pattern or control in Kwality Wall’s (India) Limited between the record date and the listing which may affect the status of this approval.”

With reference to Part II (A) (5) of SEBI Master Circular dated June 20, 2023, Kwality Wall’s (India) Limited shall ensure that steps for listing of specified securities are completed and trading in securities commences within sixty days of receipt of the order of the Hon’ble High Court/NCLT, simultaneously on all the stock exchanges where the equity shares of the listed entity (or transfer entity) are/were listed. Accordingly, the company must initiate necessary steps to ensure strict adherence to said timeline.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from May 14, 2025, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

This Document is Digitally Signed

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Signer: SAILI MOHAN KAMBLE Date: Wed, May 14, 2025 12:41:25 IST Location: NSE

Non-Confidential 89/528

Continuation Sheet

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Ref: NSE/LIST/46775

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Saili Kamble

Manager

URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

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Signer: SAILI MOHAN KAMBLE Date: Wed, May 14, 2025 12:41:25 IST Location: NSE

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Annx 6A - BSE Interim Complaints Report

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Annx 6B - BSE Complaints Report

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24th March 2025

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To,

The General Manager Department of Corporate Services BSE Limited, P.J. Towers Dalal Street Mumbai 400 001

BSE Scrip Code: 500696

Dear Sir/Madam,

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations”) for the scheme of arrangement amongst Hindustan Unilever Limited (“Demerged Company” or “HUL”) and Kwality Wall’s (India) Limited (“Resulting Company” or “KWIL”) and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”)

Ref: Complaints Report in relation to the Scheme

This is with reference to the captioned application filed by Hindustan Unilever Limited (“ Company ”) with BSE Limited (“BSE”) on 25th January 2025 and subsequently hosting of the Scheme and other related documents by BSE on its website on 27th February 2025.

As required under Para A(6) of Part I to the SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated 20th June, 2023 (“SEBI Scheme Circular”), please find enclosed the Complaints Report for the period from 27th February 2025 to 20th March 2025.

We request you to kindly take the above on record.

Yours sincerely,

Hindustan Unilever Limited

RADHIKA Digitally signed by RADHIKA KARTIK SHAH KARTIK SHAH Date: 2025.03.24 23:32:58 +05'30'

Radhika Shah Company Secretary & Compliance Officer Membership No: A19308

Encl: As above

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REPORT ON COMPLAINTS

(For the period from 27th February 2025 to 20th March 2025)

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	0
2.	Number of complaints forwarded by Stock Exchanges/ SEBI	0
3.	Total Number of complaints/comments received (1+2)	0
4.	Number of complaints resolved	0
5.	Number of complaints pending	0

Part B

Sr. No.	Name of complainant	Date of complaint	Status
Not Applicable

Yours sincerely, Hindustan Unilever Limited

Digitally signed by RADHIKA RADHIKA KARTIK SHAH KARTIK SHAH Date: 2025.03.24 23:33:42 +05'30'

Radhika Shah Company Secretary & Compliance Officer Membership No: A19308 Date: 24th March 2025

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Annx 6C - NSE Complaints Report

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Annx 7A - HUL Board's Report

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Annx 7B - KWIL Board's Report

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Annx 8A - HUL_Reg 31 Pre-SHP_30062025

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Format of Holding of Specified securities

1. Name of Listed Entity: HINDUSTAN UNILEVER LIMITED

2. Scrip Code/Name of Scrip/Class of Security: 500696,HINDUNILVR,EQUITY SHARES

3. Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg.31(1)(b)/Reg.31(1)(c)

4. a. if under 31(1)(b) then indicate the report for quarter ending 30/06/2025

5. b. if under 31(1)(c) then indicate date of allotment/extinguishment

6. Declaration : The Listed entity is required to submit the following declaration to the extent of submission of information:

7. This is the Pre-Scheme shareholding pattern filed as per the requirements of Stock Exchanges prescribed in accordance with SEBI Master Circular dated 20th June, 2023 relating to Scheme of Arrangement by Listed entities. This shareholding pattern is based on the shareholding data as on 30th June 2025. There will be no change in the Post - Scheme Shareholding Pattern of Hindustan Unilever Limited (HUL), since no shares shall be issued by HUL under the Scheme of Arrangement.

	This is the Pre-Scheme shareholding pattern filed as per the requirements of Stock Exchanges prescribed in accordance with SEBI Master Circular dated 20th June, 2023 relating to Scheme of Arrangement by Listed entities. This shareholding pattern is based on the shareholding data as on 30th June 2025. There will be no change in the Post - Scheme Shareholding Pattern of Hindustan Unilever Limited (HUL), since no shares shall be issued by HUL under the Scheme of Arrangement.
	Particulars	YES*	NO*
a	Whether the Listed Entityhas issued any partly paid upshares		
b	Whether the Listed Entityhas issued anyConvertible Securities or Warrants?		
c	Whether the Listed Entityhas anyshares against which depositoryreceipts are issued?		
d	Whether the Listed Entityhas anyshares in locked-in?		
e	Whether anyshares held by promoters arepledge or otherwise encumbered?		

*if the Listed Entity selectes the option 'NO' for the questions above, the columns for the partly paid up shares, Outstanding Convertible Securities/Warrants, depository receipts, locked-in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at the time of dissemination on the Stock Exchange website. Also wherever there is 'No' declared by Listed entity in above table the values will be considered as 'Zero' by default on submission of the format of holding of specified securities.

• 5 The tabular format for disclosure of holding of specified securities is as follows:

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Table I - Summary Statement holding of specified securities

Category	Category of Shareholder	No of Shareholders	No of fully paid up equity shares held	No of Partly paid- up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (VII) = (IV)+(V)+(VI)	Shareholding as a % of total no of shares (As a % of (A+B+C2))	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities	Total No of shares on fully diluted basis (including warrants, ESOP, Convertible Securities etc.)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of	Number of Locked in Shares	Number of Locked in Shares	Number of Sharespledged	Number of Sharespledged	Non-Disposal Undertaking	Non-Disposal Undertaking	Other encumbrances, if any	Other encumbrances, if any	Total Numberof Sharesencumbered(XVII) =(XIV+XV+XVI)	Total Numberof Sharesencumbered(XVII) =(XIV+XV+XVI)	Number of equity shares held in dematerialized form
								No of Voting Rights			Total as a % of (A+B+C)				No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held
								Class X	Class Y	Total
(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)	(XIII)		(XIV)		(XV)		(XVI)		(XVII)		(XVIII)
(A)	Promoter & Promoter Group	7	1454412858	0	0	1454412858	61.90	1454412858	0	1454412858	61.90	0	1454412858	61.90	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	1454412858
(B)	Public	1167938	895178404	0	0	895178404	38.10	895178404	0	895178404	38.10	0	895178404	38.10	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	881767503
(C)	Non Promoter-Non Public
(C1)	Shares underlyingDRs	0	0	0	0	0	NA	0	0	0	0.00	0	0	NA	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0
(C2)	Shares held byEmployes Trusts	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0
	Total:	1167945	2349591262	0	0	2349591262	100.00	2349591262	0	2349591262	100.00	0	2349591262	100.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	2336180361

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Table II - Statement showing shareholding pattern of the Promoter and Promoter Group

Category	Category & Name of the Shareholder	Entity type Promoter or Promoter group (Promoter group would exclude promoters)	**No of Shareholders **	No of fully paid up equity shares held	No of Partly paid-up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (calculated as per SCRR, 1957 (VIII) As a % of(A+B+C2	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities (Including Warrants, ESOP etc.)	Total No of shares on fully diluted basis (including warrants, ESOP, Convertible Securities etc.) (XII)=(VIII+XI)	Shareholding a	s Number of Locked in Shares	s Number of Locked in Shares	Number of Shares pledged	Number of Shares pledged	Non-Disposal Undertaking	Non-Disposal Undertaking	Other encumbrances,if any	Other encumbrances,if any	Total Number of Shares encumbered (XVIII) = (XV+XVI+XVII)	Total Number of Shares encumbered (XVIII) = (XV+XVI+XVII)	Number of equity shares held in dematerializ ed form
									No of Voting Rights			Total as a % of(A+B+C)				No.	As a % of total Shares held	No.	As a % of total	No.	As a % of total	No.	As a % of total	No.	As a % of total
									Class X	Class Y	Total
	(I)	(II)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)	(X)				(XI)	(XII)	(XIII)	(XIV)		(XV)		(XVI)		(XVII)		(XVIII)		(XIX)
(1)	Indian
(a)	Individuals/Hindu undivided Family		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(b)	Central Government/State Government(s)		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(c)	Financial Institutions/Banks		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(d)	AnyOther		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
	Sub-Total(A)(1)		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	#DIV/0!	0	#DIV/0!	0	#DIV/0!	0	#DIV/0!	0
(2)	Foreign
(a)	Individuals(Non-Resident Individuals/Foreign Individuals		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(b)	Government		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(c)	Institutions		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(d)	Foreign Portfolio Investor		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(e)	AnyOther		7	1454412858	0	0	1454412858	61.90	1454412858	0	1454412858	61.90	0	1454412858	61.90	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	1454412858
	UNILEVER PLC		1	1114370148	0	0	1114370148	47.43	1114370148	0	1114370148	47.43	0	1114370148	47.43	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	1114370148
	UNILEVER UK&CN HOLDINGS LIMITED		1	60086250	0	0	60086250	2.56	60086250	0	60086250	2.56	0	60086250	2.56	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	60086250
	UNILEVER OVERSEAS HOLDINGS B V		1	18865000	0	0	18865000	0.80	18865000	0	18865000	0.80	0	18865000	0.80	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	18865000
	UNILEVER OVERSEAS HOLDINGS AG		1	68784320	0	0	68784320	2.93	68784320	0	68784320	2.93	0	68784320	2.93	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	68784320
	UNILEVER GROUP LIMITED		1	106739460	0	0	106739460	4.54	106739460	0	106739460	4.54	0	106739460	4.54	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	106739460
	UNILEVER ASSAM ESTATES LIMITED		1	32820480	0	0	32820480	1.40	32820480	0	32820480	1.40	0	32820480	1.40	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	32820480
	UNILEVER SOUTH INDIA ESTATES LIMITED		1	52747200	0	0	52747200	2.24	52747200	0	52747200	2.24	0	52747200	2.24	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	52747200
	Sub-Total(A)(2)		7	1454412858	0	0	1454412858	61.90	1454412858	0	1454412858	61.90	0	1454412858	61.90	0	0.00	0	0.00	0	0.00	0	0.00	0	**0.00 **	1454412858
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)		7	1454412858	0	0	1454412858	61.90	1454412858	0	1454412858	61.90	0	1454412858	61.90	0	0.00	0	0.00	0	0.00	0	0.00	0	**0.00 **	1454412858

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Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder
Categor y	Category & Name of the Shareholder	**No of Shareholders **	No of fully paid up equity shares held	No of Partly paid-up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (A+B+C2)	Number of Voting Rights held in each class of securities				No of Shares Underlying Outstanding converttible securities (Including Warrants, ESOP etc.)	Total No of shares on fully diluted basis (including warrants, ESOP, Convertible Securities etc.) (XI)=(VII+X)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital)	Number of Locked in Shares		Number of Shares pledged		Non-Disposal Undertaking)		Otherencumbrances,if any		Total Number of Shares encumbered (XVII) = (XIV+XV+XVI)		Number of equity shares held in dematerial ized form	Sub-categorization of shares
								No of Voting Rights			Total as a % of (A+B+C)				No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total	No.	As a % of total		Shareholding (No. of shares) under
								Class X	Class Y	Total																Sub�cate gory (i)	Sub�cate gory (ii)	Sub�cate gory (iii)
	(I)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)	(XIII)		(XIV)		(XV)		(XVI)		(XVII)		(XVIII)	(XVIII)
(1)	Institutions(Domestic)
(a)	Mutual Funds	50	154481594	0	0	154481594	6.57	154481594	0	154481594	6.57	0	154481594	6.57	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1.54E+08	0	0	0
	ICICI PRUDENTIAL MUTUAL FUND - ICICI PRUDENTIAL NI	1	34360582	0	0	34360582	1.46	34360582	0	34360582	1.46	0	34360582	1.46	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	34360582	0	0	0
	SBI NIFTY 200QUALITY 30 ETF	1	39300417	0	0	39300417	1.67	39300417	0	39300417	1.67	0	39300417	1.67	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	39300417	0	0	0
(b)	Venture Capital Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(c)	Alternate Investment Funds	31	1398105	0	0	1398105	0.06	1398105	0	1398105	0.06	0	1398105	0.06	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1398105	0	0	0
(d)	Banks	76	1259166	0	0	1259166	0.05	1259166	0	1259166	0.05	0	1259166	0.05	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1170214	0	0	0
(e)	Insurance Companies	50	200341973	0	0	200341973	8.53	200341973	0	200341973	8.53	0	200341973	8.53	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	2E+08	0	0	0
	LICI INDEX PLUS FLEXI SMART GROWTH FUND	1	151312354	0	0	151312354	6.44	151312354	0	151312354	6.44	0	151312354	6.44	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1.51E+08	0	0	0
(f)	Provident Funds/Pension Funds	1	18389062	0	0	18389062	0.78	18389062	0	18389062	0.78	0	18389062	0.78	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	18389062	0	0	0
(g)	Asset Reconstruction Companies	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(h)	Soveregin Wealth Funds	2	1554808	0	0	1554808	0.07	1554808	0	1554808	0.07	0	1554808	0.07	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1554808	0	0	0
(i)	NBFC Registered with RBI	14	21230	0	0	21230	0.00	21230	0	21230	0.00	0	21230	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	21230	0	0	0
(j)	Other Financial Insutitions	1	50000	0	0	50000	0.00	50000	0	50000	0.00	0	50000	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	50000	0	0	0
(k)	AnyOther
	Sub Total(B)(1)	225	377495938	0	0	377495938	16.07	377495938	0	377495938	16.07	0	377495938	16.07	0	**0.00 **	NA	NA	NA	NA	NA	NA	NA	NA	3.77E+08	0	0	0
(2)	Institutions(Foreign)
(a)	Foreign Direct Investment	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(b)	Foreign Venture Capital	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(c)	Sovereign Wealth Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(d)	Foreign Portfolio Investors CategoryI	920	232408570	0	0	232408570	9.89	232408570	0	232408570	9.89	0	232408570	9.89	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	2.32E+08	0	0	0
(e)	Foreign Portfolio Investors CategoryII	53	6820943	0	0	6820943	0.29	6820943	0	6820943	0.29	0	6820943	0.29	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	6820943	0	0	0
(f)	Overseas Depositories(holdingDRs) (balancingfigure)	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(g)	AnyOther
	FOREIGN INSTITUTIONAL INVESTORS	8	6710	0	0	6710	0.00	6710	0	6710	0.00	0	6710	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	340	0	0	0
	FOREIGN BANK	12	8311	0	0	8311	0.00	8311	0	8311	0.00	0	8311	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	6309	0	0	0
	Sub Total(B)(2)	993	239244534	0	0	239244534	10.18	239244534	0	239244534	10.18	0	239244534	10.18	0	**0.00 **	NA	NA	NA	NA	NA	NA	NA	NA	2.39E+08	0	0	0
(3)	Central Government/State Government(s)/President of India
(a)	Central Government / President of India	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(b)	State Government / Governor	1	20	0	0	20	0.00	20	0	20	0.00	0	20	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(c)	Shareholding by Companies or Bodies Corporate where Central / State Government is apromoter	2	2110	0	0	2110	0.00	2110	0	2110	0.00	0	2110	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	2110	0	0	0
	Sub Total(B)(3)	3	2130	0	0	2130	0.00	2130	0	2130	0.00	0	2130	0.00	0	**0.00 **	NA	NA	NA	NA	NA	NA	NA	NA	2110	0	0	0
(4)	Non-Institutions
(a)	Associate companies / Subsidiaries	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(b)	Directors and their relatives (excluding independent directors and nominee directors)	4	127649	0	0	127649	0.01	127649	0	127649	0.01	0	127649	0.01	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	127649	0	0	0
(c)	KeyManagerial Personnel	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(d)	Relatives of promoters (other than ‘immediate relatives’ of promoters disclosed under ‘Promoter and Promoter Group’ category)	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(e)	Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'author of the trust'	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(f)	Investor Education and Protection Fund(IEPF)	1	8477064	0	0	8477064	0.36	8477064	0	8477064	0.36	0	8477064	0.36	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	8477064	0	0	0
(g)	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	1123873	235316708	0	0	235316708	10.02	235316708	0	235316708	10.02	0	235316708	10.02	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	2.23E+08	0	0	0
(h)	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	14	5073648	0	0	5073648	0.22	5073648	0	5073648	0.22	0	5073648	0.22	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	4692388	0	0	0
(i)	Non Resident Indians(NRIs)	29011	16746484	0	0	16746484	0.71	16746484	0	16746484	0.71	0	16746484	0.71	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	16494507	0	0	0
(j)	Foreign Nationals	17	19958	0	0	19958	0.00	19958	0	19958	0.00	0	19958	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	19958	0	0	0
(k)	Foreign Companies)	1	1229	0	0	1229	0.00	1229	0	1229	0.00	0	1229	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1229	0	0	0
(l)	Bodies Corporate	2918	8216999	0	0	8216999	0.35	8216999	0	8216999	0.35	0	8216999	0.35	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	8113276	0	0	0
(m)	AnyOther
	CLEARING MEMBERS	18	111921	0	0	111921	0.00	111921	0	111921	0.00	0	111921	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	111921	0	0	0
	H U F	10764	3894956	0	0	3894956	0.17	3894956	0	3894956	0.17	0	3894956	0.17	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	3874556	0	0	0
	TRUSTS	96	449186	0	0	449186	0.02	449186	0	449186	0.02	0	449186	0.02	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	449186	0	0	0
	Sub Total(B)(4)	1166717	278435802	0	0	278435802	11.85	278435802	0	278435802	11.85	0	278435802	11.85	0		0.00								2.65E+08	0	0	0
	Total Public Shareholding (B) =(B)(1)+(B)(2)+(B)(3)+(B)(4)	1167938	895178404	0	0	895178404	38.10	895178404	0	895178404	38.10	0	895178404	38.10	0	0.00									8.82E+08	0	0	0

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Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder
Category	Category & Name of the Shareholder	PAN	**No of Shareholders **	No of fully paid up equity shares held	No of Partly paid- up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (A+B+C2)	Number of Voting Rights held in each class of securities				No of Shares Underlying Outstanding converttible securities (Including Warrants, ESOP etc.)	Total No of shares on fully diluted basis (including warrants, ESOP, Convertible Securities etc.)(XI)=(VII+X)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital)	Number of Locked in Shares		Number of Shares pledged		Non-DisposalUndertaking		Otherencumbrances,if any		Total Numberof Sharesencumbered(XVII) =(XIV+XV+XVI)�		Number of equity shares held in dematerialize d form
									No of Voting Rights			Total as a % of (A+B+C)				No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held
									Class X	Class Y	Total
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)	(XIII)		(XIV)		(XV)		(XVI)		(XVII)		(XVIII)
(1)	Custodian/DR Holder		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0
(2)	Employee Benefit Trust (under SEBI(Share based Employee Benefit)Regulations 2014)		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0
	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0										0

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Details of the shareholders acting aspersons in Concert including their Shareholding:	Details of the shareholders acting aspersons in Concert including their Shareholding:	Details of the shareholders acting aspersons in Concert including their Shareholding:
Name of Shareholder	Name of PAC	No of shares	Holding%
Total:		0	0

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Details of Shares which remain
No of Shareholders	No of shares
75	27958

125/528

Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)
Sno	Details of the significant beneficial owner			Details of the registered owner			Particulars of the shares in which significant beneficial interest is held by the beneficial owner		Date of creation/acquisition of significant beneficial interest
	I			II			III		IV
Sr No	Name	PAN	Nationality	Name	PAN	Nationality	Number of Shares	Shareholding as a % of total no of shares (Calculated as per SCRR 1957) As a % of(A+B+C2)
1	NA	NA	NA	NA	NA	NA	NA	NA	NA

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Table VI - Statement showing foreign ownership limits
	Board approved limits	Limits utilized	Date
As on shareholdingdate	100	72.19	30-06-2025
As on the end ofprevious 1stquarter	100	72.69	31-03-2025
As on the end ofprevious 2ndquarter	100	73.44	31-12-2024
As on the end ofprevious 3rdquarter	100	74.15	30-09-2024
As on the end ofprevious 4thquarter	100	73.84	30-06-2024

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Separator Page

Annx 8A - Post-HUL Reg 31 SHP_30062025

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Format of Holding of Specified securities

1. Name of Listed Entity: HINDUSTAN UNILEVER LIMITED

2. Scrip Code/Name of Scrip/Class of Security: 500696,HINDUNILVR,EQUITY SHARES

3. Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg.31(1)(b)/Reg.31(1)(c)

4. a. if under 31(1)(b) then indicate the report for quarter ending 30/06/2025

5. b. if under 31(1)(c) then indicate date of allotment/extinguishment

6. Declaration : The Listed entity is required to submit the following declaration to the extent of submission of information: This is the Post-Scheme shareholding pattern filed as per the requirements of Stock Exchanges prescribed in accordance with SEBI Master Circular dated 20th June, 2023 relating to Scheme of Arrangement by Listed entities. This shareholding pattern is based on the shareholding data as on 30th June 2025. There will be no change in the Post - Scheme Shareholding Pattern of Hindustan Unilever Limited (HUL), since no shares shall be issued by HUL under the Scheme of Arrangement.

	This is the Post-Scheme shareholding pattern filed as per the requirements of Stock Exchanges prescribed in accordance with SEBI Master Circular dated 20th June, 2023 relating to Scheme of Arrangement by Listed entities. This shareholding pattern is based on the shareholding data as on 30th June 2025. There will be no change in the Post - Scheme Shareholding Pattern of Hindustan Unilever Limited (HUL), since no shares shall be issued by HUL under the Scheme of Arrangement.
	Particulars	YES*	NO*
a	Whether the Listed Entityhas issued any partly paid upshares		
b	Whether the Listed Entityhas issued anyConvertible Securities or Warrants?		
c	Whether the Listed Entityhas anyshares against which depositoryreceipts are issued?		
d	Whether the Listed Entityhas anyshares in locked-in?		
e	Whether anyshares held by promoters arepledge or otherwise encumbered?		

*if the Listed Entity selectes the option 'NO' for the questions above, the columns for the partly paid up shares, Outstanding Convertible Securities/Warrants, depository receipts, locked-in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at the time of dissemination on the Stock Exchange website. Also wherever there is 'No' declared by Listed entity in above table the values will be considered as 'Zero' by default on submission of the format of holding of specified securities.

The tabular format for disclosure of holding of specified securities is as follows:

5

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Table I - Summary Statement holding of specified securities

Category	Category of Shareholder	No of Shareholders	No of fully paid up equity shares held	No of Partly paid- up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (VII) = (IV)+(V)+(VI)	Shareholding as a % of total no of shares (As a % of (A+B+C2))	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities	Total No of shares on fully diluted basis (including warrants, ESOP, Convertible Securities etc.)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of	Number of Locked in Shares	Number of Locked in Shares	Number of Sharespledged	Number of Sharespledged	Non-Disposal Undertaking	Non-Disposal Undertaking	Other encumbrances, if any	Other encumbrances, if any	Total Numberof Sharesencumbered(XVII) =(XIV+XV+XVI)	Total Numberof Sharesencumbered(XVII) =(XIV+XV+XVI)	Number of equity shares held in dematerialized form
								No of Voting Rights			Total as a % of (A+B+C)				No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held
								Class X	Class Y	Total
(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)	(XIII)		(XIV)		(XV)		(XVI)		(XVII)		(XVIII)
(A)	Promoter & Promoter Group	7	1454412858	0	0	1454412858	61.90	1454412858	0	1454412858	61.90	0	1454412858	61.90	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	1454412858
(B)	Public	1167938	895178404	0	0	895178404	38.10	895178404	0	895178404	38.10	0	895178404	38.10	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	881767503
(C)	Non Promoter-Non Public
(C1)	Shares underlyingDRs	0	0	0	0	0	NA	0	0	0	0.00	0	0	NA	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0
(C2)	Shares held byEmployes Trusts	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0
	Total:	1167945	2349591262	0	0	2349591262	100.00	2349591262	0	2349591262	100.00	0	2349591262	100.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	2336180361

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Table II - Statement showing shareholding pattern of the Promoter and Promoter Group

Category	Category & Name of the Shareholder	Entity type Promoter or Promoter group (Promoter group would exclude promoters)	**No of Shareholders **	No of fully paid up equity shares held	No of Partly paid-up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (calculated as per SCRR, 1957 (VIII) As a % of(A+B+C2	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities (Including Warrants, ESOP etc.)	Total No of shares on fully diluted basis (including warrants, ESOP, Convertible Securities etc.) (XII)=(VIII+XI)	Shareholding a	s Number of Locked in Shares	s Number of Locked in Shares	Number of Shares pledged	Number of Shares pledged	Non-Disposal Undertaking	Non-Disposal Undertaking	Other encumbrances,if any	Other encumbrances,if any	Total Number of Shares encumbered (XVIII) = (XV+XVI+XVII)	Total Number of Shares encumbered (XVIII) = (XV+XVI+XVII)	Number of equity shares held in dematerializ ed form
									No of Voting Rights			Total as a % of(A+B+C)				No.	As a % of total Shares held	No.	As a % of total	No.	As a % of total	No.	As a % of total	No.	As a % of total
									Class X	Class Y	Total
	(I)	(II)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)	(X)				(XI)	(XII)	(XIII)	(XIV)		(XV)		(XVI)		(XVII)		(XVIII)		(XIX)
(1)	Indian
(a)	Individuals/Hindu undivided Family		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(b)	Central Government/State Government(s)		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(c)	Financial Institutions/Banks		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(d)	AnyOther		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
	Sub-Total(A)(1)		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	#DIV/0!	0	#DIV/0!	0	#DIV/0!	0	#DIV/0!	0
(2)	Foreign
(a)	Individuals(Non-Resident Individuals/Foreign Individuals		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(b)	Government		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(c)	Institutions		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(d)	Foreign Portfolio Investor		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(e)	AnyOther		7	1454412858	0	0	1454412858	61.90	1454412858	0	1454412858	61.90	0	1454412858	61.90	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	1454412858
	UNILEVER PLC		1	1114370148	0	0	1114370148	47.43	1114370148	0	1114370148	47.43	0	1114370148	47.43	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	1114370148
	UNILEVER UK&CN HOLDINGS LIMITED		1	60086250	0	0	60086250	2.56	60086250	0	60086250	2.56	0	60086250	2.56	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	60086250
	UNILEVER OVERSEAS HOLDINGS B V		1	18865000	0	0	18865000	0.80	18865000	0	18865000	0.80	0	18865000	0.80	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	18865000
	UNILEVER OVERSEAS HOLDINGS AG		1	68784320	0	0	68784320	2.93	68784320	0	68784320	2.93	0	68784320	2.93	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	68784320
	UNILEVER GROUP LIMITED		1	106739460	0	0	106739460	4.54	106739460	0	106739460	4.54	0	106739460	4.54	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	106739460
	UNILEVER ASSAM ESTATES LIMITED		1	32820480	0	0	32820480	1.40	32820480	0	32820480	1.40	0	32820480	1.40	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	32820480
	UNILEVER SOUTH INDIA ESTATES LIMITED		1	52747200	0	0	52747200	2.24	52747200	0	52747200	2.24	0	52747200	2.24	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	52747200
	Sub-Total(A)(2)		7	1454412858	0	0	1454412858	61.90	1454412858	0	1454412858	61.90	0	1454412858	61.90	0	0.00	0	0.00	0	0.00	0	0.00	0	**0.00 **	1454412858
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)		7	1454412858	0	0	1454412858	61.90	1454412858	0	1454412858	61.90	0	1454412858	61.90	0	0.00	0	0.00	0	0.00	0	0.00	0	**0.00 **	1454412858

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Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder
Categor y	Category & Name of the Shareholder	**No of Shareholders **	No of fully paid up equity shares held	No of Partly paid-up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (A+B+C2)	Number of Voting Rights held in each class of securities				No of Shares Underlying Outstanding converttible securities (Including Warrants, ESOP etc.)	Total No of shares on fully diluted basis (including warrants, ESOP, Convertible Securities etc.) (XI)=(VII+X)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital)	Number of Locked in Shares		Number of Shares pledged		Non-Disposal Undertaking)		Otherencumbrances,if any		Total Number of Shares encumbered (XVII) = (XIV+XV+XVI)		Number of equity shares held in dematerial ized form	Sub-categorization of shares
								No of Voting Rights			Total as a % of (A+B+C)				No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total	No.	As a % of total		Shareholding (No. of shares) under
								Class X	Class Y	Total																Sub�cate gory (i)	Sub�cate gory (ii)	Sub�cate gory (iii)
	(I)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)	(XIII)		(XIV)		(XV)		(XVI)		(XVII)		(XVIII)	(XVIII)
(1)	Institutions(Domestic)
(a)	Mutual Funds	50	154481594	0	0	154481594	6.57	154481594	0	154481594	6.57	0	154481594	6.57	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1.54E+08	0	0	0
	ICICI PRUDENTIAL MUTUAL FUND - ICICI PRUDENTIAL NI	1	34360582	0	0	34360582	1.46	34360582	0	34360582	1.46	0	34360582	1.46	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	34360582	0	0	0
	SBI NIFTY 200QUALITY 30 ETF	1	39300417	0	0	39300417	1.67	39300417	0	39300417	1.67	0	39300417	1.67	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	39300417	0	0	0
(b)	Venture Capital Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(c)	Alternate Investment Funds	31	1398105	0	0	1398105	0.06	1398105	0	1398105	0.06	0	1398105	0.06	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1398105	0	0	0
(d)	Banks	76	1259166	0	0	1259166	0.05	1259166	0	1259166	0.05	0	1259166	0.05	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1170214	0	0	0
(e)	Insurance Companies	50	200341973	0	0	200341973	8.53	200341973	0	200341973	8.53	0	200341973	8.53	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	2E+08	0	0	0
	LICI INDEX PLUS FLEXI SMART GROWTH FUND	1	151312354	0	0	151312354	6.44	151312354	0	151312354	6.44	0	151312354	6.44	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1.51E+08	0	0	0
(f)	Provident Funds/Pension Funds	1	18389062	0	0	18389062	0.78	18389062	0	18389062	0.78	0	18389062	0.78	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	18389062	0	0	0
(g)	Asset Reconstruction Companies	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(h)	Soveregin Wealth Funds	2	1554808	0	0	1554808	0.07	1554808	0	1554808	0.07	0	1554808	0.07	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1554808	0	0	0
(i)	NBFC Registered with RBI	14	21230	0	0	21230	0.00	21230	0	21230	0.00	0	21230	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	21230	0	0	0
(j)	Other Financial Insutitions	1	50000	0	0	50000	0.00	50000	0	50000	0.00	0	50000	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	50000	0	0	0
(k)	AnyOther
	Sub Total(B)(1)	225	377495938	0	0	377495938	16.07	377495938	0	377495938	16.07	0	377495938	16.07	0	**0.00 **	NA	NA	NA	NA	NA	NA	NA	NA	3.77E+08	0	0	0
(2)	Institutions(Foreign)
(a)	Foreign Direct Investment	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(b)	Foreign Venture Capital	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(c)	Sovereign Wealth Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(d)	Foreign Portfolio Investors CategoryI	920	232408570	0	0	232408570	9.89	232408570	0	232408570	9.89	0	232408570	9.89	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	2.32E+08	0	0	0
(e)	Foreign Portfolio Investors CategoryII	53	6820943	0	0	6820943	0.29	6820943	0	6820943	0.29	0	6820943	0.29	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	6820943	0	0	0
(f)	Overseas Depositories(holdingDRs) (balancingfigure)	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(g)	AnyOther
	FOREIGN INSTITUTIONAL INVESTORS	8	6710	0	0	6710	0.00	6710	0	6710	0.00	0	6710	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	340	0	0	0
	FOREIGN BANK	12	8311	0	0	8311	0.00	8311	0	8311	0.00	0	8311	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	6309	0	0	0
	Sub Total(B)(2)	993	239244534	0	0	239244534	10.18	239244534	0	239244534	10.18	0	239244534	10.18	0	**0.00 **	NA	NA	NA	NA	NA	NA	NA	NA	2.39E+08	0	0	0
(3)	Central Government/State Government(s)/President of India
(a)	Central Government / President of India	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(b)	State Government / Governor	1	20	0	0	20	0.00	20	0	20	0.00	0	20	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(c)	Shareholding by Companies or Bodies Corporate where Central / State Government is apromoter	2	2110	0	0	2110	0.00	2110	0	2110	0.00	0	2110	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	2110	0	0	0
	Sub Total(B)(3)	3	2130	0	0	2130	0.00	2130	0	2130	0.00	0	2130	0.00	0	**0.00 **	NA	NA	NA	NA	NA	NA	NA	NA	2110	0	0	0
(4)	Non-Institutions
(a)	Associate companies / Subsidiaries	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(b)	Directors and their relatives (excluding independent directors and nominee directors)	4	127649	0	0	127649	0.01	127649	0	127649	0.01	0	127649	0.01	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	127649	0	0	0
(c)	KeyManagerial Personnel	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(d)	Relatives of promoters (other than ‘immediate relatives’ of promoters disclosed under ‘Promoter and Promoter Group’ category)	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(e)	Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'author of the trust'	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(f)	Investor Education and Protection Fund(IEPF)	1	8477064	0	0	8477064	0.36	8477064	0	8477064	0.36	0	8477064	0.36	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	8477064	0	0	0
(g)	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	1123873	235316708	0	0	235316708	10.02	235316708	0	235316708	10.02	0	235316708	10.02	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	2.23E+08	0	0	0
(h)	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	14	5073648	0	0	5073648	0.22	5073648	0	5073648	0.22	0	5073648	0.22	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	4692388	0	0	0
(i)	Non Resident Indians(NRIs)	29011	16746484	0	0	16746484	0.71	16746484	0	16746484	0.71	0	16746484	0.71	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	16494507	0	0	0
(j)	Foreign Nationals	17	19958	0	0	19958	0.00	19958	0	19958	0.00	0	19958	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	19958	0	0	0
(k)	Foreign Companies)	1	1229	0	0	1229	0.00	1229	0	1229	0.00	0	1229	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1229	0	0	0
(l)	Bodies Corporate	2918	8216999	0	0	8216999	0.35	8216999	0	8216999	0.35	0	8216999	0.35	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	8113276	0	0	0
(m)	AnyOther
	CLEARING MEMBERS	18	111921	0	0	111921	0.00	111921	0	111921	0.00	0	111921	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	111921	0	0	0
	H U F	10764	3894956	0	0	3894956	0.17	3894956	0	3894956	0.17	0	3894956	0.17	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	3874556	0	0	0
	TRUSTS	96	449186	0	0	449186	0.02	449186	0	449186	0.02	0	449186	0.02	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	449186	0	0	0
	Sub Total(B)(4)	1166717	278435802	0	0	278435802	11.85	278435802	0	278435802	11.85	0	278435802	11.85	0		0.00								2.65E+08	0	0	0
	Total Public Shareholding (B) =(B)(1)+(B)(2)+(B)(3)+(B)(4)	1167938	895178404	0	0	895178404	38.10	895178404	0	895178404	38.10	0	895178404	38.10	0	0.00									8.82E+08	0	0	0

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Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder
Category	Category & Name of the Shareholder	PAN	**No of Shareholders **	No of fully paid up equity shares held	No of Partly paid- up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (A+B+C2)	Number of Voting Rights held in each class of securities				No of Shares Underlying Outstanding converttible securities (Including Warrants, ESOP etc.)	Total No of shares on fully diluted basis (including warrants, ESOP, Convertible Securities etc.)(XI)=(VII+X)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital)	Number of Locked in Shares		Number of Shares pledged		Non-DisposalUndertaking		Otherencumbrances,if any		Total Numberof Sharesencumbered(XVII) =(XIV+XV+XVI)�		Number of equity shares held in dematerialize d form
									No of Voting Rights			Total as a % of (A+B+C)				No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held
									Class X	Class Y	Total
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)	(XIII)		(XIV)		(XV)		(XVI)		(XVII)		(XVIII)
(1)	Custodian/DR Holder		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0
(2)	Employee Benefit Trust (under SEBI(Share based Employee Benefit)Regulations 2014)		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0
	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0										0

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Details of the shareholders acting aspersons in Concert including their Shareholding:	Details of the shareholders acting aspersons in Concert including their Shareholding:	Details of the shareholders acting aspersons in Concert including their Shareholding:
Name of Shareholder	Name of PAC	No of shares	Holding%
Total:		0	0

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Details of Shares which remain
No of Shareholders	No of shares
75	27958

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Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)
Sno	Details of the significant beneficial owner			Details of the registered owner			Particulars of the shares in which significant beneficial interest is held by the beneficial owner		Date of creation/acquisition of significant beneficial interest
	I			II			III		IV
Sr No	Name	PAN	Nationality	Name	PAN	Nationality	Number of Shares	Shareholding as a % of total no of shares (Calculated as per SCRR 1957) As a % of(A+B+C2)
1	NA	NA	NA	NA	NA	NA	NA	NA	NA

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Table VI - Statement showing foreign ownership limits
	Board approved limits	Limits utilized	Date
As on shareholdingdate	100	72.19	30-06-2025
As on the end ofprevious 1stquarter	100	72.69	31-03-2025
As on the end ofprevious 2ndquarter	100	73.44	31-12-2024
As on the end ofprevious 3rdquarter	100	74.15	30-09-2024
As on the end ofprevious 4thquarter	100	73.84	30-06-2024

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Separator Page

Annx 8B - KWIL_Reg31 Pre-SHP_30062025

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Format of Holding of Specified securities

1. Name of Listed Entity: KWALITY WALL'S (INDIA) LIMITED

2. Scrip Code/Name of Scrip/Class of Security:NOT APPLICABLE

3. Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg.31(1)(b)/Reg.31(1)(c)

4. a. if under 31(1)(b) then indicate the report for quarter ending

5. b. if under 31(1)(c) then indicate date of allotment/extinguishment

6. Declaration : The Listed entity is required to submit the following declaration to the extent of submission of information:

7. This is the Pre-Scheme shareholding pattern filed as per the requirements of Stock Exchanges prescribed in accordance with SEBI Master Circular dated 20th June, 2023 relating to Scheme of Arrangement by Listed entities. This shareholding pattern is based on the shareholding data of Kwality Wall's (India) Limited as on 30th June 2025.

	Particulars	YES*	NO*
a	Whether the Listed Entityhas issued any partly paid upshares		
b	Whether the Listed Entityhas issued anyConvertible Securities or Warrants?		
c	Whether the Listed Entityhas anyshares against which depositoryreceipts are issued?		
d	Whether the Listed Entityhas anyshares in locked-in?		
e	Whether anyshares held by promoters arepledge or otherwise encumbered?		

*if the Listed Entity selectes the option 'NO' for the questions above, the columns for the partly paid up shares, Outstanding Convertible Securities/Warrants, depository receipts, locked-in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at the time of dissemination on the Stock Exchange website. Also wherever there is 'No' declared by Listed entity in above table the values will be considered as 'Zero' by default on submission of the format of holding of specified securities.

5 The tabular format for disclosure of holding of specified securities is as follows:

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Table I - Summary Statement holding of specified securities

Category	Category of Shareholder	No of Shareholders	No of fully paid up equity shares held	No of Partly paid-up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (VII) = (IV)+(V)+(VI)	Shareholding as a % of total no of shares (As a % of (A+B+C2))	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities (Including Warrants)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital)	Number of Locked in Shares	Number of Locked in Shares	Number of Shares pledged or otherwise encumbered	Number of Shares pledged or otherwise encumbered	Number of equity shares held in dematerialized form
								No of Voting Rights			Total as a % of (A+B+C)			No.	As a % of total Shares held	No.	As a % of total Shares held
								Class X	Class Y	Total
(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)		(XIII)		(XIV)
(A)	Promoter & Promoter Group	7	50000000	0	0	50000000	100.00	50000000	0	50000000	100.00	0	100.00	0	0.00	0	0.00	0
(B)	Public	0	0	0	0	0	NA	0	0	0	0.00	0	NA	0	0.00	NA	NA	0
(C)	Non Promoter-Non Public
(C1)	Shares underlyingDRs	0	0	0	0	0	NA	0	0	0	0.00	0	NA	0	0.00	NA	NA	0
(C2)	Shares held byEmployes Trusts	0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0
	Total:	7	50000000	0	0	50000000	100.00	50000000	0	50000000	100.00	0	100.00	0	0.00	0	0.00	0

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Table II - Statement showing shareholding pattern of the Promoter and Promoter Group

Category	Category & Name of the Shareholder	PAN	**No of Shareholders **	No of fully paid up equity shares held	No of Partly paid-up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (calculated as per SCRR, 1957 (VIII) As a % of (A+B+C2	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities (Including Warrants)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital) (VII)+(X) As a % of (A+B+C2)	Number of Locked in Shares	Number of Locked in Shares	Number of Shares pledged or otherwise encumbered	Number of Shares pledged or otherwise encumbered	Number of equity shares held in dematerialized form
									No of Voting Rights			Total as a % of (A+B+C)			No.	As a % of total Shares held	No.	As a % of total Shares held
									Class X	Class Y	Total
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)		(XIII)		(XIV)
(1)	Indian
(a)	Individuals/Hindu undivided Family		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(b)	Central Government/State Government(s)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(c)	Financial Institutions/Banks		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(d)	AnyOther		7	50000000	0	0	50000000	100.00	0	0	0	0.00	0	100.00	0	0.00	0	0.00	0
	Sub-Total(A)(1)		7	50000000	0	0	50000000	100.00	0	0	0	0.00	0	100.00	0	0.00	0	0.00	0
(2)	Foreign
(a)	Individuals(Non-Resident Individuals/Foreign Individuals		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(b)	Government		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(c)	Institutions		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(d)	Foreign Portfolio Investor		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
(e)	AnyOther		0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
	Sub-Total(A)(2)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	0	0.00	0
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)		7	50000000	0	0	50000000	100.00	0	0	0	0.00	0	100.00	0	0.00	0	0.00	0

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Table III - Statement showing shareholding pattern of the Public shareholder

Category	Category & Name of the Shareholder	PAN	**No of Shareholders **	No of fully paid up equity shares held	No of Partly paid- up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (A+B+C2)	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities (Including Warrants)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital)	Number of Locked in Shares	Number of Locked in Shares	Number of Shares pledged or otherwise encumbered	Number of Shares pledged or otherwise encumbered	Number of equity shares held in dematerialized form	Sub-categorization of shares	Sub-categorization of shares	Sub-categorization of shares
									No of Voting Rights			Total as a % of (A+B+C)			No.	As a % of total Shares held	No.	As a % of total Shares held		Shareholding (No. of shares) under
									Class X	Class Y	Total									Sub�category (i)	Sub�category (ii)	Sub�category (iii)
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)		(XIII)		(XIV)
(1)	Institutions(Domestic)
(a)	Mutual Funds		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
	ICICI PRUDENTIAL SENSEX ETF		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
	SBI CONSUMPTION OPPORTUNITIES FUND		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(b)	Venture Capital Funds		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(c)	Alternate Investment Funds		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(d)	Banks		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(e)	Insurance Companies		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
	LIFE INSURANCE CORPORATION OF INDIA - ULIF00420091		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(f)	Provident Funds/Pension Funds		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(g)	Asset Reconstruction Companies		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(h)	Soveregin Wealth Funds		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(i)	NBFC Registered with RBI		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(j)	Other Financial Insutitions		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(k)	AnyOther
	Sub Total(B)(1)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	**0 **	NA	NA	0	0	0	0
(2)	Institutions(Foreign)
(a)	Foreign Direct Investment		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(b)	Foreign Venture Capital		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(c)	Sovereign Wealth Funds		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(d)	Foreign Portfolio Investors CategoryI		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(e)	Foreign Portfolio Investors CategoryII		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(f)	Overseas Depositories(holdingDRs) (balancingfigure)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(g)	AnyOther
	FOREIGN INSTITUTIONAL INVESTORS		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
	FOREIGN BANK		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
	Sub Total(B)(2)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	**0 **	NA	NA	0	0	0	0
(3)	Central Government/State Government(s)/President of India
(a)	Central Government / President of India		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(b)	State Government / Governor		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(c)	ShareholdingbyCompanies or Bodies Corporate where Central / State Government is aprom		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
	Sub Total(B)(3)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	**0 **	NA	NA	0	0	0	0
(4)	Non-Institutions
(a)	Associate companies / Subsidiaries		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(b)	Directors and their relatives(excludingindependent directors and nominee directors)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(c)	KeyManagerial Personnel		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(d)	Relatives ofpromoters(other than ‘immediate relatives’ ofpromoters disclosed under ‘Promo		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(e)	Trusts where any person belongingto 'Promoter and Promoter Group' categoryis 'trustee','be		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(f)	Investor Education and Protection Fund(IEPF)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(g)	Resident Individuals holdingnominal share capital upto Rs. 2 lakhs		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(h)	Resident Individuals holdingnominal share capital in excess of Rs. 2 lakhs		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(i)	Non Resident Indians(NRIs)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(j)	Foreign Nationals		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(k)	Foreign Companies)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(l)	Bodies Corporate		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
(m)	AnyOther
	CLEARING MEMBERS		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
	H U F		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
	TRUSTS		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0	NA	NA	0	0	0	0
	Sub Total(B)(4)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0			0
	Total Public Shareholding (B) =(B)(1)+(B)(2)+(B)(3)+(B)(4)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00			0	0	0	0

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Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder

Category	Category & Name of the Shareholder	PAN	**No of Shareholders **	No of fully paid up equity shares held	No of Partly paid-up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (A+B+C2)	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities (Including Warrants)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital)	Number of Locked in Shares	Number of Locked in Shares	Number of Shares pledged or otherwise encumbered	Number of Shares pledged or otherwise encumbered	Number of equity shares held in dematerialized form
									No of Voting Rights			Total as a % of (A+B+C)			No.	As a % of total Shares held	No.	As a % of total Shares held
									Class X	Class Y	Total
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)		(XIII)		(XIV)
(1)	Custodian/DR Holder		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0
(2)	Employee Benefit Trust(under SEBI(Share based Employee Benefit)Regula		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00	NA	NA	0
	Total Non-Promoter-Non Public Shareholding (C) =(C)(1)+(C)(2)		0	0	0	0	0	0.00	0	0	0	0.00	0	0.00	0	0.00			0

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Details of the shareholders acting aspersons in Concert including their Shareholding:	Details of the shareholders acting aspersons in Concert including their Shareholding:	Details of the shareholders acting aspersons in Concert including their Shareholding:
Name of Shareholder	Name of PAC	No of shares	Holding%
Total:		0	0

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Details of Shares which remain unclaimed may begiven hear along with details such as number of shareholders,
No of Shareholders	No of shares
66	22306

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Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)
Sno	Details of the significant beneficial owner			Details of the registered owner			Particulars of the shares in which significant beneficial interest is held by the beneficial owner		Date of creation/acquisition of significant beneficial interest
	I			II			III		IV
Sr No	Name	PAN	Nationality	Name	PAN	Nationality	Number of Shares	Shareholding as a % of total no of shares (Calculated as per SCRR 1957) As a % of(A+B+C2)
1	NA	NA	NA	NA	NA	NA	NA	NA	NA

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Table VI - Statement showing foreign ownership limits
	Board approved limits	Limits utilized	Date
As on shareholdingdate	100	72.19	30-06-2025
As on the end ofprevious 1stquarter	100	72.69	31-03-2025
As on the end ofprevious 2ndquarter	100	73.44	31-12-2024
As on the end ofprevious 3rdquarter	100	74.15	30-09-2024
As on the end ofprevious 4thquarter	100	73.84	30-06-2024

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Separator Page

Annx 8B - KWIL_Reg 31 Post-SHP_30062025

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Format of Holding of Specified securities

1. Name of Listed Entity: KWALITY WALL'S (INDIA) LIMITED

2. Scrip Code/Name of Scrip/Class of Security: NOT APPLICABLE

3. Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg.31(1)(b)/Reg.31(1)(c)

4. a. if under 31(1)(b) then indicate the report for quarter ending 30/06/2025

5. b. if under 31(1)(c) then indicate date of allotment/extinguishment

6. Declaration : The Listed entity is required to submit the following declaration to the extent of submission of information:

7. This is the Post-Scheme shareholding pattern filed as per the requirements of Stock Exchanges prescribed in accordance with SEBI Master Circular dated 20th June, 2023 relating to Scheme of Arrangement by Listed entities. This shareholding pattern is based on the Hindustan Unilever Limited's shareholding data as on 30th June 2025.

	This is the Post-Scheme shareholding pattern filed as per the requirements of Stock Exchanges prescribed in accordance with SEBI Master Circular dated 20th June, 2023 relating to Scheme of Arrangement by Listed entities. This shareholding pattern is based on the Hindustan Unilever Limited's shareholding data as on 30th June 2025.
	Particulars	YES*	NO*
a	Whether the Listed Entityhas issued any partly paid upshares		
b	Whether the Listed Entityhas issued anyConvertible Securities or Warrants?		
c	Whether the Listed Entityhas anyshares against which depositoryreceipts are issued?		
d	Whether the Listed Entityhas anyshares in locked-in?		
e	Whether anyshares held by promoters arepledge or otherwise encumbered?		

*if the Listed Entity selectes the option 'NO' for the questions above, the columns for the partly paid up shares, Outstanding Convertible Securities/Warrants, depository receipts, locked-in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at the time of dissemination on the Stock Exchange website. Also wherever there is 'No' declared by Listed entity in above table the values will be considered as 'Zero' by default on submission of the format of holding of specified securities.

5

The tabular format for disclosure of holding of specified securities is as follows:

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Table I - Summary Statement holding of specified securities

Category	Category of Shareholder	No of Shareholders	No of fully paid up equity shares held	No of Partly paid- up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (VII) = (IV)+(V)+(VI)	Shareholding as a % of total no of shares (As a % of (A+B+C2))	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	Number of Voting Rights held in each class of securities	No of Shares Underlying Outstanding converttible securities	Total No of shares on fully diluted basis (including warrants, ESOP, Convertible Securities etc.)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of	Number of Locked in Shares	Number of Locked in Shares	Number of Sharespledged	Number of Sharespledged	Non-Disposal Undertaking	Non-Disposal Undertaking	Other encumbrances, if any	Other encumbrances, if any	Total Numberof Sharesencumbered(XVII) =(XIV+XV+XVI)	Total Numberof Sharesencumbered(XVII) =(XIV+XV+XVI)	Number of equity shares held in dematerialized form
								No of Voting Rights			Total as a % of (A+B+C)				No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held
								Class X	Class Y	Total
(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)	(XIII)		(XIV)		(XV)		(XVI)		(XVII)		(XVIII)
(A)	Promoter & Promoter Group	7	1454412858	0	0	1454412858	61.90	1454412858	0	1454412858	61.90	0	1454412858	61.90	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	1454412858
(B)	Public	1167938	895178404	0	0	895178404	38.10	895178404	0	895178404	38.10	0	895178404	38.10	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	881767503
(C)	Non Promoter-Non Public
(C1)	Shares underlyingDRs	0	0	0	0	0	NA	0	0	0	0.00	0	0	NA	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0
(C2)	Shares held byEmployes Trusts	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0
	Total:	1167945	2349591262	0	0	2349591262	100.00	2349591262	0	2349591262	100.00	0	2349591262	100.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	2336180361

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Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group
Category	Category & Name of the Shareholder	Entity type Promoter or Promoter group (Promoter group would exclude promoters)	**No of Shareholders **	No of fully paid up equity shares held	No of Partly paid-up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (calculated as per SCRR, 1957 (VIII) As a % of(A+B+C2	Number of Voting Rights held in each class of securities				No of Shares Underlying Outstanding converttible securities (Including Warrants, ESOP etc.)	Total No of shares on fully diluted basis (including warrants, ESOP, Convertible Securities etc.) (XII)=(VIII+XI)	Shareholding a	Number of Locked in Shares		Number of Shares pledged		Non-Disposal Undertaking		Other encumbrances,if any		Total Number of Shares encumbered (XVIII) = (XV+XVI+XVII)		Number of equity shares held in dematerializ ed form
									No of Voting Rights			Total as a % of(A+B+C)				No.	As a % of total Shares held	No.	As a % of total	No.	As a % of total	No.	As a % of total	No.	As a % of total
									Class X	Class Y	Total
	(I)	(II)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)	(X)				(XI)	(XII)	(XIII)	(XIV)		(XV)		(XVI)		(XVII)		(XVIII)		(XIX)
(1)	Indian
(a)	Individuals/Hindu undivided Family		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(b)	Central Government/State Government(s)		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(c)	Financial Institutions/Banks		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(d)	AnyOther		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
	Sub-Total(A)(1)		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	#DIV/0!	0	#DIV/0!	0	#DIV/0!	0	#DIV/0!	0
(2)	Foreign
(a)	Individuals(Non-Resident Individuals/Foreign Individuals		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(b)	Government		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(c)	Institutions		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(d)	Foreign Portfolio Investor		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	0
(e)	AnyOther		7	1454412858	0	0	1454412858	61.90	1454412858	0	1454412858	61.90	0	1454412858	61.90	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	1454412858
	UNILEVER PLC		1	1114370148	0	0	1114370148	47.43	1114370148	0	1114370148	47.43	0	1114370148	47.43	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	1114370148
	UNILEVER UK&CN HOLDINGS LIMITED		1	60086250	0	0	60086250	2.56	60086250	0	60086250	2.56	0	60086250	2.56	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	60086250
	UNILEVER OVERSEAS HOLDINGS B V		1	18865000	0	0	18865000	0.80	18865000	0	18865000	0.80	0	18865000	0.80	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	18865000
	UNILEVER OVERSEAS HOLDINGS AG		1	68784320	0	0	68784320	2.93	68784320	0	68784320	2.93	0	68784320	2.93	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	68784320
	UNILEVER GROUP LIMITED		1	106739460	0	0	106739460	4.54	106739460	0	106739460	4.54	0	106739460	4.54	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	106739460
	UNILEVER ASSAM ESTATES LIMITED		1	32820480	0	0	32820480	1.40	32820480	0	32820480	1.40	0	32820480	1.40	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	32820480
	UNILEVER SOUTH INDIA ESTATES LIMITED		1	52747200	0	0	52747200	2.24	52747200	0	52747200	2.24	0	52747200	2.24	0	0.00	0	0.00	0	0.00	0	0.00	0	0.00	52747200
	Sub-Total(A)(2)		7	1454412858	0	0	1454412858	61.90	1454412858	0	1454412858	61.90	0	1454412858	61.90	0	0.00	0	0.00	0	0.00	0	0.00	0	**0.00 **	1454412858
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)		7	1454412858	0	0	1454412858	61.90	1454412858	0	1454412858	61.90	0	1454412858	61.90	0	0.00	0	0.00	0	0.00	0	0.00	0	**0.00 **	1454412858

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Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder	Table III - Statement showing shareholding pattern of the Public shareholder
Categor y	Category & Name of the Shareholder	**No of Shareholders **	No of fully paid up equity shares held	No of Partly paid-up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (A+B+C2)	Number of Voting Rights held in each class of securities				No of Shares Underlying Outstanding converttible securities (Including Warrants, ESOP etc.)	Total No of shares on fully diluted basis (including warrants, ESOP, Convertible Securities etc.) (XI)=(VII+X)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital)	Number of Locked in Shares		Number of Shares pledged		Non-Disposal Undertaking)		Otherencumbrances,if any		Total Number of Shares encumbered (XVII) = (XIV+XV+XVI)		Number of equity shares held in dematerial ized form	Sub-categorization of shares
								No of Voting Rights			Total as a % of (A+B+C)				No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total	No.	As a % of total		Shareholding (No. of shares) under
								Class X	Class Y	Total																Sub�cate gory (i)	Sub�cate gory (ii)	Sub�cate gory (iii)
	(I)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)	(XIII)		(XIV)		(XV)		(XVI)		(XVII)		(XVIII)	(XVIII)
(1)	Institutions(Domestic)
(a)	Mutual Funds	50	154481594	0	0	154481594	6.57	154481594	0	154481594	6.57	0	154481594	6.57	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1.54E+08	0	0	0
	ICICI PRUDENTIAL MUTUAL FUND - ICICI PRUDENTIAL NI	1	34360582	0	0	34360582	1.46	34360582	0	34360582	1.46	0	34360582	1.46	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	34360582	0	0	0
	SBI NIFTY 200QUALITY 30 ETF	1	39300417	0	0	39300417	1.67	39300417	0	39300417	1.67	0	39300417	1.67	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	39300417	0	0	0
(b)	Venture Capital Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(c)	Alternate Investment Funds	31	1398105	0	0	1398105	0.06	1398105	0	1398105	0.06	0	1398105	0.06	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1398105	0	0	0
(d)	Banks	76	1259166	0	0	1259166	0.05	1259166	0	1259166	0.05	0	1259166	0.05	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1170214	0	0	0
(e)	Insurance Companies	50	200341973	0	0	200341973	8.53	200341973	0	200341973	8.53	0	200341973	8.53	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	2E+08	0	0	0
	LICI INDEX PLUS FLEXI SMART GROWTH FUND	1	151312354	0	0	151312354	6.44	151312354	0	151312354	6.44	0	151312354	6.44	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1.51E+08	0	0	0
(f)	Provident Funds/Pension Funds	1	18389062	0	0	18389062	0.78	18389062	0	18389062	0.78	0	18389062	0.78	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	18389062	0	0	0
(g)	Asset Reconstruction Companies	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(h)	Soveregin Wealth Funds	2	1554808	0	0	1554808	0.07	1554808	0	1554808	0.07	0	1554808	0.07	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1554808	0	0	0
(i)	NBFC Registered with RBI	14	21230	0	0	21230	0.00	21230	0	21230	0.00	0	21230	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	21230	0	0	0
(j)	Other Financial Insutitions	1	50000	0	0	50000	0.00	50000	0	50000	0.00	0	50000	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	50000	0	0	0
(k)	AnyOther
	Sub Total(B)(1)	225	377495938	0	0	377495938	16.07	377495938	0	377495938	16.07	0	377495938	16.07	0	**0.00 **	NA	NA	NA	NA	NA	NA	NA	NA	3.77E+08	0	0	0
(2)	Institutions(Foreign)
(a)	Foreign Direct Investment	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(b)	Foreign Venture Capital	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(c)	Sovereign Wealth Funds	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(d)	Foreign Portfolio Investors CategoryI	920	232408570	0	0	232408570	9.89	232408570	0	232408570	9.89	0	232408570	9.89	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	2.32E+08	0	0	0
(e)	Foreign Portfolio Investors CategoryII	53	6820943	0	0	6820943	0.29	6820943	0	6820943	0.29	0	6820943	0.29	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	6820943	0	0	0
(f)	Overseas Depositories(holdingDRs) (balancingfigure)	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(g)	AnyOther
	FOREIGN INSTITUTIONAL INVESTORS	8	6710	0	0	6710	0.00	6710	0	6710	0.00	0	6710	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	340	0	0	0
	FOREIGN BANK	12	8311	0	0	8311	0.00	8311	0	8311	0.00	0	8311	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	6309	0	0	0
	Sub Total(B)(2)	993	239244534	0	0	239244534	10.18	239244534	0	239244534	10.18	0	239244534	10.18	0	**0.00 **	NA	NA	NA	NA	NA	NA	NA	NA	2.39E+08	0	0	0
(3)	Central Government/State Government(s)/President of India
(a)	Central Government / President of India	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(b)	State Government / Governor	1	20	0	0	20	0.00	20	0	20	0.00	0	20	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(c)	Shareholding by Companies or Bodies Corporate where Central / State Government is apromoter	2	2110	0	0	2110	0.00	2110	0	2110	0.00	0	2110	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	2110	0	0	0
	Sub Total(B)(3)	3	2130	0	0	2130	0.00	2130	0	2130	0.00	0	2130	0.00	0	**0.00 **	NA	NA	NA	NA	NA	NA	NA	NA	2110	0	0	0
(4)	Non-Institutions
(a)	Associate companies / Subsidiaries	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(b)	Directors and their relatives (excluding independent directors and nominee directors)	4	127649	0	0	127649	0.01	127649	0	127649	0.01	0	127649	0.01	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	127649	0	0	0
(c)	KeyManagerial Personnel	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(d)	Relatives of promoters (other than ‘immediate relatives’ of promoters disclosed under ‘Promoter and Promoter Group’ category)	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(e)	Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'author of the trust'	0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0	0	0	0
(f)	Investor Education and Protection Fund(IEPF)	1	8477064	0	0	8477064	0.36	8477064	0	8477064	0.36	0	8477064	0.36	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	8477064	0	0	0
(g)	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	1123873	235316708	0	0	235316708	10.02	235316708	0	235316708	10.02	0	235316708	10.02	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	2.23E+08	0	0	0
(h)	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	14	5073648	0	0	5073648	0.22	5073648	0	5073648	0.22	0	5073648	0.22	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	4692388	0	0	0
(i)	Non Resident Indians(NRIs)	29011	16746484	0	0	16746484	0.71	16746484	0	16746484	0.71	0	16746484	0.71	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	16494507	0	0	0
(j)	Foreign Nationals	17	19958	0	0	19958	0.00	19958	0	19958	0.00	0	19958	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	19958	0	0	0
(k)	Foreign Companies)	1	1229	0	0	1229	0.00	1229	0	1229	0.00	0	1229	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	1229	0	0	0
(l)	Bodies Corporate	2918	8216999	0	0	8216999	0.35	8216999	0	8216999	0.35	0	8216999	0.35	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	8113276	0	0	0
(m)	AnyOther
	CLEARING MEMBERS	18	111921	0	0	111921	0.00	111921	0	111921	0.00	0	111921	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	111921	0	0	0
	H U F	10764	3894956	0	0	3894956	0.17	3894956	0	3894956	0.17	0	3894956	0.17	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	3874556	0	0	0
	TRUSTS	96	449186	0	0	449186	0.02	449186	0	449186	0.02	0	449186	0.02	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	449186	0	0	0
	Sub Total(B)(4)	1166717	278435802	0	0	278435802	11.85	278435802	0	278435802	11.85	0	278435802	11.85	0		0.00								2.65E+08	0	0	0
	Total Public Shareholding (B) =(B)(1)+(B)(2)+(B)(3)+(B)(4)	1167938	895178404	0	0	895178404	38.10	895178404	0	895178404	38.10	0	895178404	38.10	0	0.00									8.82E+08	0	0	0

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Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder	Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder
Category	Category & Name of the Shareholder	PAN	**No of Shareholders **	No of fully paid up equity shares held	No of Partly paid- up equity shares held	No of Shares Underlying Depository Receipts	Total No of Shares Held (IV+V+VI)	Shareholding as a % of total no of shares (A+B+C2)	Number of Voting Rights held in each class of securities				No of Shares Underlying Outstanding converttible securities (Including Warrants, ESOP etc.)	Total No of shares on fully diluted basis (including warrants, ESOP, Convertible Securities etc.)(XI)=(VII+X)	Shareholding as a % assuming full conversion of convertible Securities (as a percentage of diluted share capital)	Number of Locked in Shares		Number of Shares pledged		Non-DisposalUndertaking		Otherencumbrances,if any		Total Numberof Sharesencumbered(XVII) =(XIV+XV+XVI)�		Number of equity shares held in dematerialize d form
									No of Voting Rights			Total as a % of (A+B+C)				No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held	No.	As a % of total Shares held
									Class X	Class Y	Total
	(I)	(II)	(III)	(IV)	(V)	(VI)	(VII)	(VIII)	(IX)				(X)	(XI)	(XII)	(XIII)		(XIV)		(XV)		(XVI)		(XVII)		(XVIII)
(1)	Custodian/DR Holder		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0
(2)	Employee Benefit Trust (under SEBI(Share based Employee Benefit)Regulations 2014)		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0	0.00	NA	NA	NA	NA	NA	NA	NA	NA	0
	Total Non-Promoter-Non Public Shareholding (C) = (C)(1)+(C)(2)		0	0	0	0	0	0.00	0	0	0	0.00	0	0	0.00	0										0

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Details of the shareholders acting aspersons in Concert including their Shareholding:	Details of the shareholders acting aspersons in Concert including their Shareholding:	Details of the shareholders acting aspersons in Concert including their Shareholding:
Name of Shareholder	Name of PAC	No of shares	Holding%
Total:		0	0

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Details of Shares which remain
No of Shareholders	No of shares
75	27958

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Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)	Table V - Statement showing details of Significant Beneficial Owners(SBOs)
Sno	Details of the significant beneficial owner			Details of the registered owner			Particulars of the shares in which significant beneficial interest is held by the beneficial owner		Date of creation/acquisition of significant beneficial interest
	I			II			III		IV
Sr No	Name	PAN	Nationality	Name	PAN	Nationality	Number of Shares	Shareholding as a % of total no of shares (Calculated as per SCRR 1957) As a % of(A+B+C2)
1	NA	NA	NA	NA	NA	NA	NA	NA	NA

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Table VI - Statement showing foreign ownership limits
	Board approved limits	Limits utilized	Date
As on shareholdingdate	100	72.19	30-06-2025
As on the end ofprevious 1stquarter	100	72.69	31-03-2025
As on the end ofprevious 2ndquarter	100	73.44	31-12-2024
As on the end ofprevious 3rdquarter	100	74.15	30-09-2024
As on the end ofprevious 4thquarter	100	73.84	30-06-2024

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Separator Page

Annx 9 - KWIL Abridged Prospectus

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KWALITY

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

of the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and all e scheme of arrangement between shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and

This Disclosure Document is in the format prescribed for a disclosure document as set out in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2018 read with Annexure II to the SEBI Master Circular for Issue of Capital and Disclosure Requirements (SEBI/HO/CFD/PoD-2/P/CIR/2023/00094) dated June 21, 2023, to the extent applicable, and contains the applicable information relating to KWIL, which is an unlisted company.

This Disclosure Document should be considered as a part of and shall be read together with the Scheme, and the notice along with the explanatory statement sent to the shareholders of HUL, in connection with the Scheme.

This Disclosure Document should not be considered as an invitation or an offer of any securities by or on behalf of HUL or KWIL, on private placement or a public offer.

You may also download the Scheme and other relevant documents from the website of HUL https://www.hul.co.in/investors/corporate-governance/demerger-of-ice-cream-business/, BSE Limited BSE www.bseindia.com NSE (www.nseindia.com Stock Exchanges equity shares of HUL are listed.

Unless specifically defined herein, capitalised terms and abbreviations used herein shall have the same meaning as ascribed to them in the Scheme.

THIS DISCLOSURE DOCUMENT CONTAINS 10 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

Corporate Identity Number : U10505MH2025PLC437886 | Date of incorporation : January 10, 2025

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Registered office Corporate office Contact Person Email and Telephone No. Website
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Registered office Corporate office Contact Person Email and Telephone No. Website	Registered office Corporate office Contact Person Email and Telephone No. Website	Registered office Corporate office Contact Person Email and Telephone No. Website	Registered office Corporate office Contact Person Email and Telephone No. Website	Registered office Corporate office Contact Person Email and Telephone No. Website
Unilever House, B. D., Sawant Marg, Chakala, International Airport, Mumbai, Mumbai- 400099, Maharashtra	Same as Registered Office	Harshal Marathe	Email Id: kwalitywalls.India@unilever.com Tel No.: 022 - 50433000	N/a
NAME OF THE PROMOTER OF THE COMPANY (i.e. KWIL)

As on the date of this Disclosure Document, KWIL is a wholly owned subsidiary of HUL and HUL is the promoter of KWIL.

Details of Offer to Public

Details of Offer to Public Not Applicable as KWIL is an unlisted Details of OFS by Promoter(s) / Promoter Group / Other Selling Shareholders company and is not Price Band, Minimum Bid Lot and Indicative Timelines offering any

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KWALITY

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

Details of WACA (Weighted Average Cost of Acquisition) of all shares transacted over the trailing eighteen months from the date of Disclosure Document

securities/ equity shares and no investment by the public is being made in KWIL, pursuant to the Scheme.

DETAILS OF THE SCHEME

1. The Scheme provides, inter alia, for:

2. (i) the demerger of the Ice Cream Business Undertaking ( as defined in the Scheme ) of HUL into KWIL as a going concern and in consideration, the consequent issuance of Resulting Company New Shares ( as defined hereafter ) by KWIL to all the Eligible Shareholders ( as defined in the Scheme ) of HUL as per the Share Entitlement Ratio (as defined hereafter) and in accordance with the provisions of Section 2(19AA) read with other relevant provisions of the Income Tax Act, 1961; and

3. (ii) various other matters consequential or otherwise integrally connected therewith, including, inter alia , reduction and cancellation of the existing shareholding of HUL in KWIL,

each in the manner as more particularly described in the Scheme and in accordance with the provisions of Sections 230 to 232 read with other applicable / relevant provisions of the Companies Act, 2013 and in compliance with the provisions of the Income Tax Act, 1961 and other applicable regulatory requirements.

1. Upon this Scheme coming into effect, and in consideration of the transfer and vesting of the Ice Cream Business Undertaking from HUL to KWIL in terms of the Scheme, KWIL (i.e. Resulting Company) shall, without any further application, act or deed, issue and allot its equity shares, credited as fully paid-up equity shares, to the Eligible Shareholders of HUL (i.e. Demerged Company), holding fully paid up equity shares and whose names appear in the register of members, including register and index of beneficial owners maintained by a depository under Section 11 of the Depositories Act, 1996, of HUL, on the Record Date ( as defined in the Scheme ) or to such of their respective heirs, executors, administrators or other legal representative or other successors in title as on the Record Date in the following manner: for every 1 (one) equity share of face value of Re. 1/- fully paid up held in the Demerged Company, 1 (one)

equity share(s) of face value of Re. 1/- credited as fully paid up in the Resulting Company 1 : 1 Share Entitlement Ratio

Resulting Company New Shares

1. Further, upon the Scheme becoming effective, the entire pre-Scheme paid up share capital of KWIL (held by HUL) will stand cancelled and reduced by operation of law, and shall be regarded as reduction of share capital of KWIL pursuant to Sections 230-232 of the Companies Act, 2013 as an integral part of the Scheme.

2. The Resulting Company New Shares issued by KWIL will be listed and/ or admitted to trading on the BSE and NSE. KWIL shall apply for listing of its shares (i.e. the shares it issues pursuant to the Scheme) on the BSE and NSE.

3. The Scheme is subject to the fulfilment of the conditions specified in the Scheme, including, inter alia , the receipt of order of the NCLT sanctioning the Scheme, and HUL and KWIL having filed the certified copy of the order of the NCLT with the relevant jurisdictional Registrar of Companies.

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KWALITY

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

RATIONALE OF THE SCHEME

The transfer of the Ice Cream Business Undertaking of HUL to KWIL would be in the best interest of HUL, KWIL and their respective shareholders. The implementation of the Scheme will yield advantages in terms of unlocking of shareholder value, in inter-alia, the manner set out below:

• a) the Demerger will result in the separation of the Ice Cream Business Undertaking from the Remaining Business (defined as all businesses, undertakings, activities, operations and properties of HUL other than those that form part of the Ice Cream Business Undertaking), which will enable these companies to sharpen focus on their respective businesses and strategies in pursuit of their respective growth and value creation models;

• b) the Ice Cream Business Undertaking operates in an attractive high-growth category and has built leading listed ice cream company in India, which will have a focused management with greater flexibility to deploy strategies suited to its distinctive operating model and market dynamics, to realise its full potential;

• c) KWIL will have the ability to benefit from the portfolio, brand and innovation resources and technical expertise from the largest global ice cream business enabling it to keep winning in the market space;

• d) the Demerger will enable HUL to drive sharper focus in the business as it further accelerates its play in high-growth demand spaces, strengthening its future fit portfolio;

• e) the Demerger would unlock value for all shareholders of HUL and give them the flexibility to stay invested in the growth journey of the Ice Cream Business Undertaking; and

• f) the Demerger will facilitate a smoother transition for the Ice Cream Business Undertaking and its people.

GENERAL RISKS

Document.

STATUTORY AUDITORS OF KWIL

Name: Walker Chandiok & Co LLP, bearing firm registration number: 001076N/N500013

PROCEDURE

The procedure with respect to public issue / offer is not applicable to KWIL as KWIL is an unlisted company and there is no public offering of any of its securities / equity shares to the public under the Scheme and no investment by the public is being made in KWIL, pursuant to the Scheme. The issue of equity shares of KWIL under the Scheme will be made only to the shareholders of HUL, in accordance to its terms thereof. Hence, the procedure with respect to Bid-Cum-Application Form, Red Herring Prospectus and General Information Document, etc. is not applicable.

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KWALITY

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

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DETAILS OF PROMOTERS OF KWIL
Sr. Individual /
Name Experience & Educational Qualification
No. Corporate
1. Hindustan Unilever Limited Corporate Experience
CIN: L15140MH1933PLC002030 private sector companies and is engaged in
the business of manufacturing, marketing,
distribution and sale of fast-moving
consumer goods (FMCG). The equity shares
of HUL are listed on the National Stock
Exchange of India Limited and BSE Limited
Educational Qualification : Not Applicable
Not Applicable
BUSINESS OVERVIEW AND STRATEGY
Company Overview:
January 10, 2025 under the Act and has its registered office at Unilever House, B. D., Sawant
Marg, Chakala, International Airport, Mumbai, Mumbai- 400099, Maharashtra. KWIL is a
wholly owned subsidiary of HUL and its main object is the manufacture, marketing,
distribution and sale of ice creams, frozen desserts (both dairy and non-dairy), frozen snacks,
frozen vegetables and frozen processed food of all kinds.
Product/Service KWIL is a newly incorporated company and as of the date of this Disclosure Document, KWIL
Offering: has not commenced operations. Accordingly, KWIL does not offer any products/services at
present.
KWIL proposes to carry on the Ice-cream business subsequent to the transfer of the Ice Cream
Business Undertaking pursuant to the Scheme.
Revenue segmentation KWIL is a newly incorporated company and as of the date of this Disclosure Document, KWIL
by product/service has not commenced operations.
offering:
Accordingly, there is no products-based revenue segmentation available for KWIL at present.
Geographies Served: KWIL is a newly incorporated company and as of the date of this Disclosure Document, KWIL
has not commenced operations.
Revenue segmentation
by Geographies: Accordingly, KWIL does not serve any geographies and there is no geographic revenue
segmentation available at present.
Key Performance KWIL is a newly incorporated company and as of the date of this Disclosure Document, KWIL
Indicators: has not commenced operations.
Accordingly, there are no key performance indicators available for KWIL at present.
Client Profile or KWIL is a newly incorporated company and as of the date of this Disclosure Document, KWIL
Industries Served: has not commenced operations.
-
Revenue segmentation Accordingly, KWIL does not presently serve any clients or industries and there is no client
in terms of top 5/10 based revenue segmentation available for KWIL at present.
clients or Industries:
Intellectual Property, if KWIL is a newly incorporated company and as of the date of this Disclosure Document, KWIL
any: is not the owner of any trademarks.
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KWALITY

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

Market Share:	KWIL is a newly incorporated company and as of the date of thisDisclosure Document, KWIL has not commenced operations. Accordingly, the details of the market share of KWIL are not available
Manufacturing plant, if any:	KWIL is a newly incorporated company and as of the date of this Disclosure Document, KWIL has not commenced operations. Accordingly, there are no manufacturing plants owned and operated by KWIL at present.
Employee Strength:	KWIL is a newly incorporated company and as of the date of this Disclosure Document, KWIL has not commenced operations. Accordingly, there are no employees in KWIL at present. As a result of the vesting and transfer of the Ice Cream Business Undertaking, all employees of HUL who are engaged in the Ice Cream Business Undertaking, shall be deemed to have become the employees of KWIL without any break or interruption in their services on no less favorable terms, pursuant to the Scheme.

BOARD OF DIRECTORS	BOARD OF DIRECTORS	BOARD OF DIRECTORS	BOARD OF DIRECTORS
Sr. No. Name Designation (Independent / Whole time / Executive / Nominee) Experience Including current/ past position held in other firms				Other Directorship
1. Toloy Tahir Tanridagli (DIN: 11164403) Non - Executive Experience: Mr. Toloy is General Manager and Executive Vice President responsiblefor leading the South Asia (India and Pakistan), Greater Africa, Turkey, and Middle East Region (SAMET) ice cream business of Unilever Plc. He oversees the overall profitability of Global Ice Cream business of Unilever Plc and is a member of the Global Ice Cream Executive Leadership Team. He has held multiple roles in Unilever Plc across geographies and has held the position of East, N Africa, Central Asia and Russia, Vice President Marketing Foods and Refreshment Category for Middle East, Africa and Russia. Educational Qualification: Mr. Tahir Toloy Tanridagli has graduated with Bachelor of Arts in Management and has been awarded with high honours certificate for having graduated from the faculty of Economics and Administrative Sciences from Bogazici University.				Indian Companies: Nil Foreign Companies: Nil
2.	Prashant Premrajka (DIN: 11065666)	Non - Executive	Experience: Mr. Prashant Premrajka joined HUL in 2003 and has held multiple roles across Finance and Supply chain in Customer Development Finance, Category Finance, Central Finance and as Chief Financial Officer Kimberly Clark Lever Limited. Currently he is the Finance Head of India Ice cream business of HUL and Regional Finance lead for METSA region comprising of Middle East, South Africa, Turkey, India, and South Asia.	Indian Companies: Magnum ICC India Services Private Limited Foreign Companies: Nil

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KWALITY

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

BOARD OF DIRECTORS	BOARD OF DIRECTORS	BOARD OF DIRECTORS	BOARD OF DIRECTORS
Sr. No. Name Designation (Independent / Whole time / Executive / Nominee) Experience Including current/ past position held in other firms				Other Directorship
Educational Qualification: Mr. Prashant Premrajka holds a Bachelor of Commerce degree from University of Calcutta and has completed post graduate programme in Management from Indian Institute of Management,Ahmedabad.
3. Shalini Sinha (DIN: 08299362) Non - Executive Experience: Ms. Shalini Sinha joined HUL in 2015 and is currently the Legal Head for Nutrition & Ice Cream South Asia. Prior to joining HUL, she has held positions in Tata Motors Limited, Ispat Industries Limited and Steel Authority of India Limited. Educational Qualification: She holds a B.A. and L.L.B. degree from University of Delhi.				Indian Companies: 1. Unilever India Exports Limited 2. Unilever India Limited 3. Jech India Private Limited (under Liquidation) Foreign Companies: Nil
4. Navin Jain (DIN : 08632751) Non - Executive Experience: Mr. Navin Jain is currently working with HUL as Taxation Head - South Asia. Prior to joining HUL, Navin has held tax leadership roles at Diageo group. Educational Qualification: Mr. Navin Jain holds a Bachelor of Commerce degree from University of Delhi and is a Chartered Accountant.				Indian Companies: Nil Foreign Companies: Nil
5.	Vinita Muraleedharan Nair (DIN: 10903336)	Non - Executive	Experience: Ms. Vinita Nair joined HUL in 2012 and has held position across various finance verticals including Investor relations, ESG reporting, business partnering in Sales and Category Finance, Corporate finance, and Business Integration in case of merger of GSK Consumer Healthcare with HUL. Currently she is head of Mergers and Acquisitions, Treasury, and Insurance at HUL. Prior to HUL, she worked with Deloitte Haskins & Sells Educational Qualification: Ms. Vinita Nair holds a bachelor of Commerce degree from University of Mumbai and is a Chartered Accountant.	Indian Companies: Nutritionalab Private Limited Foreign Companies: Nil

SHAREHOLDING PATTERN (AS ON DATE OF THE DISCLOSURE DOCUMENT)

	Pre-Scheme	Pre-Scheme
Sr. No. Particulars	Number of Shares	% holding
1 Promoter*	5,00,00,000	100.00
2 Public	Nil	Nil
Total	5,00,00,000	100.00

* HUL holds the entire shareholding of KWIL, along with its 6 nominee shareholders holding 1 equity share each. Beneficial interest in these 6 equity shares is with HUL

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KWALITY

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

Number/amount of equity shares proposed to be sold by selling shareholder - if any - Not Applicable

AUDITED FINANCIAL INFORMATION

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----- Start of picture text -----

From January 10, 2025 to
Particulars March 31, 2025 [1]
Total income from operations (Net) Nil
Net Profit/(Loss) before tax and extraordinary items (475)
Net Profit / (Loss) after tax and extraordinary items (A) (475)
Equity Share Capital (face value of Re. 1 per share) (B) 50,000
Reserves and Surplus (Other Equity) (525)
Net worth (C) 49,475
Basic earnings per share (Rs.) (0.01) [2]
Diluted earnings per share (Rs.) (0.01) [2]
Return on net worth (%) [(A/C)x 100] (0.96%) [2]
Net asset value per share (Rs.) [C/(B/1)] 0.99
----- End of picture text -----

Note:

1. KWIL was incorporated on January 10, 2025. Accordingly, the financial information mentioned above is based on the audit of special purpose financial statements of KWIL for the period from January 10, 2025 to March 31, 2025

2. Not annualized

RISK FACTORS

1. Climate change or uncertainty in timing and severity of summer, winter, and monsoon may impact the demand for our products and affect business performance.

2. Significant dependence on Ice cream product category, increase in competitive intensity from Indian and international players, organized and unorganized players, in the ice-cream industry, or inability to anticipate and adapt to evolving consumer taste and preferences may adversely affect the business and financial performance.

3. Any non-compliance with food safety laws and product quality norms, regulatory and environment laws or any failure of KWIL to ensure that necessary business approvals and licenses remain valid, may adversely affect the business operations of KWIL.

4. Any interruption/disruption in the supply chain including for raw materials, power supply, and/ or escalation in costs of the required raw materials, labour unrest, due to demerger or otherwise, geopolitical uncertainty, physical disruptions, and trade restrictions may have an impact on the production of finished products, and it may impact timely delivery of the products to the customers, thereby also affecting business performance.

5. KWIL would require to secure suitable financing to realize its expansion strategy and growth potential in years ahead.

6. Improper handling of the hazardous materials or failure to adhere to safety regulations and standard operating procedures, may expose KWIL to litigations/proceedings as well as penalties which may impact the business and financial operations of KWIL.

7. Increasing intensity of sophisticated cyber-attacks may result in non-availability of information technology systems and information assets and loss of data integrity which may lead to disruption of business operations.

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KWALITY

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

1. Inability to identify and attract high quality talent, and unexpected attrition may affect business operations.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS

A. Total number of outstanding litigations against KWIL and amount involved.

Name of Entity	Criminal Proceedings	Tax Proceeding	Statutory or Regulatory Proceedings**	Disciplinary actions by the SEBI or Stock Exchanges against our Promoters		Material Civil Litigations	Material Civil Litigations	Aggregate amount involved (Rs in crore)#
Company
- ByKWIL	Nil	Nil	Nil	Nil		Nil		Nil
- Against KWIL	Nil	Nil	Nil	Nil		Nil		Nil
Directors
- Byour Directors	Nil	Nil	Nil	Nil		Nil		Nil
- Against the Directors	Nil	Nil	Nil	Nil		Nil		Nil
Promoters
- By Promoters	25	Nil	65	Nil		Nil*		1.32
- Against Promoter	58	538	166	Nil		Nil*		5,706.46
Subsidiaries
- BySubsidiary - Against Subsidiary	Not Applicable	as KWIL does not have any subsidiary
# To the extent ascertainable
* Civil litigations involving amount more than the materiality threshold as applicable for HUL as per Regulation 30							of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)				Regulations, 2015		has been considered as material.
**For Statutory or Regulatory Proceedings matters which by virtue of their nature is criminal are specified under criminal proceeding
_only. _

• B. Brief details of top 5 material outstanding litigations against KWIL and amount involved: Nil.

• C. Regulatory action, if any - disciplinary action taken by SEBI or Stock Exchange against the Promoters in the last 5 financial years including outstanding action. if any. Nil.

• D. Brief details of outstanding criminal proceedings against Promoters

1. CASE SUMMARY OF CRIMINAL MATTERS

1.1. LABOUR LAWS RELATED MATTER

• 1.1.1 In 1995, a complaint was filed by the then Labour Commissioner before the Metropolitan Magistrate Court, Calcutta alleging violation of terms of settlement to fill in the vacancies arising due to superannuation by Tata Oil Mills Company (TOMCO) as signed w case was filed before the amalgamation of TOMCO with HUL and henceforth HUL has been substituted as a party to the matter. The matter is currently pending before the court of first instance.

• 1.1.2 In 2005, one of the workers had met with an accident at work, while working at the Garden Reach Factory, Kolkata. Upon inspection Factories Inspector had concluded that there was a safety

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KWALITY

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

violation based on which this case has been instituted. The matter is currently pending before the Chief Judicial Magistrate of Alipur.

• 1.1.3 In 2010, a contractor had filed a complaint alleging non-payment and misuse of his tools by factory workers at HUL factory at Orai. The matter is pending before the Allahabad High Court.

• 1.1.4 In 2011, a workman claimed to have sustained injuries which has not been compensated by HUL on the ground that the injury did not take place during his service time or at the workplace. The complaint was filed before the Deputy Labour Commissioner which got eventually dismissed and now it has been challenged by the workman by way of an appeal.

• 1.1.5 In 2014, a complaint was filed by the Inspector of Factories, alleging the failure of the occupier to safeguard the machinery in use which led to amputations in one worker deployed at a machinery in use at the plant. The matter is currently pending for further evidence before the Metropolitan Magistrate in Mumbai.

• 1.1.6 The Ujjain unit of HUL is closed under the Industrial Disputes Act, 1947 in 1994, which has been challenged by the Unions before Madhya Pradesh High Court. However, the Division Bench of Madhya Pradesh High Court rendered this closure as illegal in 2016 and henceforth the said interim order has been challenged by the petitioners and is currently pending before the Madhya Pradesh High Court.

• 1.1.7 The Tel Mill Union filed a miscellaneous criminal petition challenging the Deputy Labour with Miscellaneous Criminal Case No. 18651/2018 and is pending final hearing before the Madhya Pradesh High Court.

• 1.1.8 In 2018, a former employee filed a complaint under the Payment of Gratuity Act, alleging unlawful termination without compensation or allowances. The proceedings have been put on stay by the Gujarat High Court.

• 1.1.9 In 2018, a former employee filed a complaint before the District and Sessions Court, Porbandar, alleging non-compliance by HUL of an order passed by the Labour Court in a reference to the termination of the workman of the erstwhile Brooke Bond India Limited now under HUL. The matter is currently pending before Gujarat High Court.

• 1.1.10 In 2024, a complaint has been filed by the Labour Inspector of Rajpura alleging non-maintenance of certified standing orders by HUL. The matter is currently pending before Civil Judge Senior Division, Taluka Court, Rajpura.

1.2 FOOD LAWS RELATED MATTER

• 1.2.1 During the course of its business operations, HUL has received certain notices and intimations from various statutory and regulatory authorities such as office of designated food inspector/food safety officers/ city health officer under the Food Safety and Standards Act, 2006 and under the erstwhile Prevention of Food Adulteration Act, 1954 and around 38 complaints have been filed against HUL which are presently pending before different adjudicatory forums.

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KWALITY

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

1.3 DRUG & COSMETIC LAWS RELATED MATTER

• 1.3.1 In 2010, a complaint has been instituted by the Inspector of Drugs for allegedly making unauthorized claims for Lifebuoy Total soap. The matter is currently pending before Chief Judicial Magistrate, Tamluk.

• 1.3.2 A complaint was filed for allegedly stocking and selling Lifebuoy Hand Sanitizers without a valid license, as discovered during a 2010 inspection by the Drug Control Officer. The matter is pending final hearing before the Punjab & Haryana High Court at Chandigarh.

1.4 CASE SUMMARY ON STATUTORY ACTION BY SEBI

• 1.4.1 In 1997, SEBI initiated insider trading proceedings against HUL and its then Directors for purchasing shares of Brooke Bond Lipton India Limited from Unit Trust of India shortly before the merger announcement. The matter is pending final hearing before the Bombay High Court.

1.5 OTHER CRIMINAL MATTERS

There are 7 (seven) criminal proceedings outstanding against the Promoter. These are largely in the nature of consumer, distributors or dealers having sought criminal remedies against the Promoter. In our reasonable assessment, none of these matters would have a significant material impact on the operations of or the ability to conduct business of the Promoter.

ANY OTHER IMPORTANT INFORMATION

NIL

DECLARATION BY KWIL

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in the Disclosure Document is contrary to the provisions of the Companies Act 1956, the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in the Disclosure Document are true and correct.

For

Name: Vinita Nair Designation: Director DIN : 10903336

Place : Mumbai

Date: July 7, 2025

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Separator Page

Annx 10A - HUL List of Litigations

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Details of ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Hindustan Unilever Limited (“HUL”), its promoters, directors and key managerial personnel (“KMP”).

• I. Details of ongoing litigation, adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against HUL as on May 31, 2025.

Note: All ongoing litigations against HUL have been disclosed below. With respect to civil litigations, direct and tax matters (direct or indirect) only material litigations against HUL have been disclosed. ‘ Material’ implies where the monetary amount of claim against HUL in any such pending proceeding is in excess of 5% (five percent) of the average of absolute value of profit or loss after tax, as per the last three audited consolidated financial statements of HUL, in line with the SEBI LODR Regulations as of March 31, 2025, as per their latest audited consolidated financial statements of HUL, being INR 518.25 cr.

It is clarified that for the above purposes, pre-litigation notices received by HUL (excluding notices issued by statutory or regulatory or taxation authorities), have not been considered as litigation until such time that HUL is not impleaded as a defendant in the litigation proceedings before any judicial/ arbitral forum.

Sl. CASE SUMMARY OF CRIMINAL LITIGATION No. In 1995 M.K Nath, the Assistant Labour Commissioner (“ Complainant ”) has filed a complaint before the Metropolitan Magistrate Court, Calcutta alleging the violation of terms of settlement to fill in the vacancies arising due to superannuation by Tata Oil Mills Company (TOMCO) as signed with their 1. Employee’s Union. The case was filed before the amalgamation of TOMCO with Hindustan Lever Limited (HLL renamed as Hindustan Unilever Limited) and hence HLL has been substituted as a party. The matter is currently pending before the court of first instance. In 1996 H.D Dubey, the then Food Inspector in Jabalpur (“ Complainant ”) has filed a complaint against a nominee of HUL and others before District and Sessions Court of Jabalpur for alleged violation under Section 2 read with Section 7 and 16 of the Prevention of Food Adulteration Act of 1954. The Complainant 2. has alleged that the sample of the product 'Anik Spray Milk Powder' basis the food analyst report is adulterated and breaches the threshold limits of specific contents in the product. The matter has been disposed in 2012, but the file is kept in the record room due to non-appearance of HUL’s nominee.

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3.	In 1997 a complaint was filed by the Food Inspector (“Complainant”) under the Prevention of Food Adulteration Act of 1954 against a director of Jayanti Foods Processing Limited, nominee of Brooke Bond India Limited and HUL before the Judicial Magistrate (First class), Jodhpur for the alleged violation of the required milk fat content falling below the minimum requirement of 10% in the pack of vanilla ice cream. The matter is currently pending for orders.
4.	In August 1997, a case of insider trading was initiated by SEBI (“Regulator”) against the Chairman, all Executive Directors, the Company Secretary and the then Chairman of HUL regarding the purchase of certain shares of Brooke Bond India Limited (BBIL) from public investment institution Unit Trust of India (UTI) on March 25th, 1996, a fortnight prior to the merger announcement of BBLIL with HUL. Accordingly, SEBI directed HUL to pay certain compensation to UTI and ordering the initiation of prosecution against some of its directors. Aggrieved by this HUL filed an appeal before the Securities Appellate Tribunal and thereupon a writ petition before the Bombay High Court to quash/set aside the order of Appellate Authority which is currently pending for final hearing.
5.	In 1999 a complaint was filed by P.K Saxena, the then Food Safety Officer (“Complainant”), against HUL, one of its distributor and retailer, before Additional Chief Judicial Magistrate, Lucknow for alleged violation of Section 16 of the Prevention of Food Adulteration Act of 1954. The Complainant has alleged that the sampling has lesser milk fat content of 8.4% as per the food analyst report and hence the product is sub-standard and adulterated. The matter is currently pending.
6.	In 2000, a Food Inspector Alekh Mahopatra (“Complainant”) had filed a complaint against HUL and its nominee before the Civil Judge, Keonjhar Odisha alleging the violation of Prevention of Adulteration Act, 1954 wherein the product sample of a Sunflower Oil was found to have saponification value being 186.4 below the prescribed limit and hence adulterated. The matter is currently pending.
7.	In 2003 a complaint was filed by the then Food Inspector (“Complainant”) before the District and Sessions Court of Ujjain against HUL’s nominee and others alleging the violation of Section 16 of the Prevention of Food Adulteration Act of 1954. The complainant has alleged that ‘Annapoorna Atta’ has ash insoluble dilute HCL and alcohol beyond permissible limit as per both PA and CFL reports. However, the PA and CFL reports differed on the category which was beyond permissible limit. The merit of the matter has not been substantially considered by the court in any meaningful manner and hence the matter is currently pending at the stage of file being in record room owing to non-appearance of HUL’s nominee.
8.	In 2004 AB Choudhary, the then Food Inspector in Ujjain (“Complainant”) had filed a complaint against HUL’s directors and nominee before the District and Sessions Court of Ujjain on the grounds of violating Section 16 of the Prevention of Food Adulteration Act of 1954. It was alleged that as per the food analyst report

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the product Modern Energy Biscuits were adulterated for ash insoluble in dilute HCL stood at 0.43% when compared to <1% standard. While the matter is currently disposed of vide order in 2022 but due to the non-appearance of one of the nominees the file is kept in the record room.

	the product Modern Energy Biscuits were adulterated for ash insoluble in dilute HCL stood at 0.43% when compared to <1% standard. While the matter is currently disposed of vide order in 2022 but due to the non-appearance of one of the nominees the file is kept in the record room.
9.	In 2006 a complaint was filed by S.B Mishra, the then Food Inspector (“Complainant”) before the Judicial Magistrate First Class, Raipur against Sanjay Dubey, nominee of HUL alleging the violation of the Prevention of Food Adulteration Act, 1954. It has been alleged that sample of Annapoorna Atta was found to be adulterated with higher ash insoluble in dilute HCL (0.48/0.15) by the PA report. While the matter has been disposed of vide order dated 27.2.2018, the file is kept in record room owing to the non-appearance of the nominee.
10.	In 2006 a complaint was filed by the Food Inspector V.K Shrivastava (“Complainant”) before the District and Sessions Court, Chhindwara M.P against HUL and others alleging the violation of the Prevention of Food Adulteration Act of 1954 on the grounds that the product sample of New Lipton Tiger sent to PA was found to be wholly fungus infested. By the order dated 6th November, 2012 the court of first instance disposed of the complaint concluding that the packet and sample was packed properly and most importantly was dry and ‘fungus’ was completely absent. The matter is currently directed to be kept in the record room as one of the respondents has not appeared before the court.
11.	In 2005 a city health officer (“Complainant”) had filed an FIR at the new Agra Police Station against the owners and managers of MFIL for supplying Bread which was alleged to be infected with fungus to Agra Municipal Corporation under UPSB Program which is pending for hearing before the District and Sessions Court Agra. The trial has been stayed by the Hon’ble High Court of Allahabad and the matter is pending before the Hon’ble High Court.
12.	In 1999 an advertising commercial of Kwality Walls Feast ice cream titled “Mate Your Stick” was released and telecasted on certain television network, had irked certain viewers including RK Gauba (the then CMM of Delhi) perceiving it to be vulgar and indecent. Pursuant to the news report, HUL stopped the telecast immediately. The CMM, Delhi took_suo moto_and directed the DCP (Crime) to investigate and report on the facts and contents of the story and thereupon FIR under Section 292 IPC read with S. 3/6 IRWP Act, 1986 was registered. Aggrieved by the order of taking cognizance and summons, one of the accused namely Mr. Dependerjeet Sachdeva filed a Revision Petition in 2006 before the High Court of Delhi. The High Court was pleased to stay the operation of the order taking cognizance and summoning. Since then, the matter though listed on various occasions for final hearing, could not been taken up or concluded. It has thereafter been admitted for final hearing.
13.	In 2007, the then Food Safety Officer S.S Kushwaha at Gwalior (“Complainant”) had filed a complaint against HUL and its employee before the Chief Judicial

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	Magistrate, Gwalior alleging violation of Section 7 read with Section 16 of the Prevention of Food Adulteration Act of 1954 on the grounds that the product sample of New Lipton Tiger Main sent to the PA for testing was found to be misbranded in regards with the phrase “Popular tea mixture with sweetening agent”/ “Proprietary Food”. In the 2018 order by the trial court the respondents have been discharged on the grounds that the prosecution has failed to substantiate the case, however due to non-appearance of one of the respondents the matter is currently directed to be placed in record room.
14.	In 2007 a complaint was filed by the Food Inspector K.R Patel (“Complainant”) against HUL and its nominee before the Civil Judge of Ahmedabad alleging the contravention of the Prevention of Food Adulteration Act. It was alleged in the complaint that the product sample of Tomato Ketchup was found to have higher spores, yeast and bacterial count than the permissible limit. The matter is currently pending before the court of first instance.
15.	In 2009 a redistribution stockist (RS) firm, Niranjan Lal (“Complainant”) had filed a complaint against HUL before the Chief Judicial Magistrate Lakhimpur Kheri, alleging criminal breach of trust and cheating while claiming that HUL reneged on its duty to reconcile the accounts upon the termination of the business relationship and crediting the RS of the full value of stock held by him. The matter is currently pending before the court of first instance.
16.	In 2010 a complaint was filed by the Food Inspector Sangharsh Kumar Mishra (“Complainant”) against HUL’s nominee and others before the Chief Judicial Magistrate, Dhamtari, Chhattisgarh alleging the violation of the Prevention of Food Adulteration Act of 1954 wherein the Bru instant coffee (50 grams pack) was found to have acid insoluble ash content of 0.7 compared to the limit of 0.6. The cognizance of the matter was taken after a period of 20 months from the date of sampling which is beyond the shelf life of the product. The trial court acquitted the retailer and when the nominee filed a s. 482 petition, the same was also allowed and the prosecution against him was also dropped. Presently, the file is kept in the record room due to non-appearance of HUL.
17	In 2010 Sukanya Ganguly, the inspector of Drugs (“Complainant”) has filed a complaint before the Chief Judicial Magistrate, Tamluk for alleged contravention of Section 18(a), 18(b) and 18(c) of the Drugs and Cosmetics Act, 1940 (“D&C Act”) read with Rule 122 (DA) and 122(E) of the allied Drugs and Cosmetics Rules along with Section 8 of the Drug and Magical Remedies (Objectionable Advertisement) Act by HUL in regard to the Lifebouy total soap for inter alia using a claim for which permission had been obtained from the Drug Control Office. The complaint also averred that product in issue is manufactured under the category of ‘toilet soap’ which falls under the definition of Cosmetics as provided under Section 3(aaa) of the D&C Act. This matter got listed only in 2019 and is currently pending.

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18.	A complaint was filed by Bhoop Singh, as a contractor in the factory of HUL at Orai (“Complainant”) alleging non-payment and use of his tools left behind in the factory by other workers before the Chief Judicial Magistrate Jalaun. The Factory Manager and other accused employee have filed a petition before High Court to quash the petition in 2010. The trial has been stayed by the Hon’ble High Court of Allahabad and the matter is pending before the Hon’ble High Court.
19.	In 2011 a Food Safety officer (“Complainant”) had filed a complaint against HUL and its nominee before Chief Judicial Magistrate Nanded alleging the violation of Section 7 read with Rule 38 and 39 of the Prevention of Food Adulteration Act 1954 wherein the claim of ‘Right Level of Iodine helps in mental development of children’ in the product of Annapoorna Iodised Salt was alleged to be a medical claim. The matter is currently pending before the court.
20.	In 2014 a complaint was filed by the Foods Safety Officer (“Complainant”) against HUL and/or its nominees, before the Junior Civil Courts, Chittoor, Andhra Pradesh for alleged violation of the Foods Safety and Standards Act of 2006. The Complainant has alleged that upon inspection a sample of Kissan Mixed Fruit Jam was found to be sub-standard as per the prescribed limits under the aforesaid Act. The matter is currently pending before the aforementioned court.
21.	In 2014 a complaint was filed under Section 7 and Section 16 of the Prevention of Food Adulteration Act of 1954, against Mr. A.K. Ghosh (nominee of HUL), HUL and others before the Chief Metropolitan Magistrate, Jaipur Metro in 1996 for adulteration to the extent of ‘milk fat’ percentage in Vanilla Ice-cream Sample was less than prescribed. Thereupon, Mr. A.K Ghosh sought for bail and upon the grant of which he did not appear of any subsequent proceeding leading to which a non-bailable warrant was issued on 22nd November, 2006 and as per order dated 5th September, 2012 he was declared as absconder and the notice was issued to Brooke Bond Lipton India Ltd. The Trial Court vide order dated 10th June, 2016 acquitted the accused inter alia on the grounds of (i) delay in filing of complaint; (ii) loss of valuable right testing since there was a delay of 3 years in sending the sample to CFL. However, since Mr. A.K. Ghosh did not appear after been declared absconding, the file has been consigned to the record room. Although HUL is also accused among others but there seems to be no final order passed against it either discharging it or closing the proceedings.
22.	In 2014 SJ Giri, the Inspector of Factories (“Complainant”) has initiated prosecution against the occupier of the erstwhile Modern Foods factory in Mumbai before the Metropolitan Magistrate under section 21(1)(iv) of the Factories Act alleging the failure of the occupier to safeguard the machinery in use which led to amputations in one worker deployed at a machinery in use at the plant. The matter is currently pending for some evidence.
23.	In 2014 a complaint was filed by the Food Inspector Deepak Kumar (“Complainant”) against HUL, its nominee and others before the Chief

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Metropolitan Magistrate Jaipur alleging the violation of the Prevention of Food Adulteration Act of 1954 wherein the product sample of ‘Kwality Walls Medium Fat Frozen Dessert Kesar Pista’ was incorrectly analyzed and concluded by the PA to be misbranded with green label and adulterated. At the time of sampling there were no standards of frozen dessert enforced. Through a petition under Section 482, the matter was moved before the Hon’ble Rajasthan High Court at Jaipur Bench which then disposed of vide judgment dated 09.12.2014 holding that as no standards for Frozen Dessert were applicable / enforced, the adulteration cannot be considered and as such no offence of adulteration is made out, however, with regard to misbranding it was held that the same is matter of trial and necessary directions were issued accordingly. The matter is currently pending for appearance of the parties before trial court.

In 2014 a complaint was filed by the Food Inspector ( “Complainant” ) against HUL, its nominee and others before the Chief Metropolitan Magistrate Jaipur wherein it was alleged an ice cream product manufactured by Sri Vinayak Ice Creams Private Limited, is adulterated and hence in violation of Section 16 of the Prevention of Food Adulteration Act of 1954. In 2006 one of the accused filed for a petition under Section 482 of the Cr.P.C. raising several points for consideration including the delay of 9 months in the analysis of the alleged sample by the Central Food Laboratory (CFL) and that the complaint was filed 4 months after receiving the Public Analyst's (PA) report. Also, that there has been significant discrepancy 24. between the CFL and PA reports concerning the contents and composition of the ice cream sample, which was a point of contention. The criminal petition filed was dismissed by the Hon’ble Rajasthan High Court in 2013. However, due to nonappearance of one of the accused Mr. Arijit Ghosh, before the trial court despite the issuance of Non-Bailable Warrants (NBWs), he was declared a proclaimed offender by the court and 2 other accused on this matter were acquitted and granted the benefit of a warranty under Section 19(2) of the Prevention of Food Adulteration Act. The case is currently pending but the file is consigned to record room. In 2016 a complaint was filed before the Chief Judicial Magistrate, Faridabad against HUL and its redistributors based on a 2010 incident wherein the Drug Control Officer has inspected the premises of HUL’s one of the redistributors and found no valid license for stocking and selling Lifebuoy Hand Sanitizers was 25. obtained. Aggrieved by this HUL has sought to quash the complaint before the Punjab and Haryana High Court, Chandigarh. Thereupon the High Court issued notice in the petition, but no stay was granted. The matter is currently pending for a final hearing before the High Court and in the meantime, three prosecution witnesses have been examined by the Trial Court. A criminal complaint under Section 306 of IPC was filed by Ambrish Singh 26. ( “Complainant” ) before District and Session Judge Haridwar against an

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employee Praveen Pradhan (in his capacity as the then Assistant Factory Manager in HUL) and line manager of Anurag Singh, an Engineer Officer (AIO) who took his life on the intervening night of 6[th] October, 2005. In his suicide note, Anurag Singh had blamed Praveen Pradhan for alleged insults, abuses, and atrocities, holding him responsible for his death. The trial commenced with the charges being framed in 2013, and the case is currently pending before the Vth Additional District and Sessions Judge, Haridwar. In 2014 Praveen Pradhan had filed an application to seek certain information from the ongoing litigation between the deceased Anurag Singh and his wife under Domestic Violence Act. The applications were dismissed by the Trial Court in 2016. Aggrieved by the order, Praveen Pradhan moved the High Court of Uttarakhand at Nainital, challenging the trial court's decision. The Hon'ble High Court granted interim relief, staying the matter before the trial court.

A miscellaneous criminal petition has been filed by the Tel Mill Union ( “Complainant” ) before the High Court of Madhya Pradesh against an order passed by Deputy Labour Commissioner, Indore in 2017 wherein the complaint filed under sec 11 of Payment of Gratuity Act, 1972, was rejected. This labour complaint was filed in pursuance to the 2016 order of High Court of Madhya Pradesh wherein the closure of Ujjain extraction plant was held to be not in 27. compliance. This 2016 order of High Court on closure of Ujjain plant was further challenged by MFIL in a civil appeal of 2022 basis which the High Court’s order was overturned. At present, the miscellaneous criminal petition filed by the Tell Mill Union has been clubbed with the other criminal petition MCr. C No. 18651/2018 before the Hon’ble High Court and the same is pending for final hearing. Post the Division Bench H.C order of 2016 which held that the closure of Ujjain extraction plant as inconsistent with law, two subsequent criminal complaints were filed against ex-directors of HUL. A miscellaneous criminal petition has been filed on behalf of ex-director HUL against the cognizance of the criminal 28. case with issuance of summons alleging that the factory has not been closed properly and that the Tel Mill union members have not been adequately awarded in terms of the 1997 order passed by the Industrial Tribunal. These proceeding is currently put on stay as being clubbed with above-mentioned order before the Supreme Court. In 2005 while working at the Garden Rich Factory Kolkata, Katwaru Yadav ( “Complainant” ) met with an accident resulting in laceration of middle, ring and index finger. After the accident, HUL had arranged for medical treatment and 29. insured fair compensation under the Workmen’s Compensation Act ﴾S.28﴿ including incurring all the medical expenses. The notice of the accident was also sent to the Factories Inspector who concluded that there was a safety violation based on which this case has been instituted against HUL, its factory manager and

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	others under Section 92 of the Factories Act. The matter is currently pending before the Chief Judicial Magistrate of Alipur.
30.	In 2018 H.R Muliyana (an ex-employee) (“Complainant”) had filed a case against HUL before the Districts and Sessions Court Porbandar alleging the violation of Payment of Gratuity Act. The complainant has alleged that he has been illegally removed from the job without any compensation on removal and his allowance. The matter is currently put on stay by the High Court.
31.	In 2018 a complaint was filed by AA Dayama (an ex-employee) (“Complainant”) against HUL before the Districts and Sessions Court Porbandar through the Labour Commissioner alleging non-compliance of orders passed by the Labour Court in a reference made by a terminated workman of the erstwhile BBIL which was taken over by HUL. The complainant has issued process consequently.
32.	In 2020 Javed Khan (“Complainant”) had filed a case against HUL and its officer before the Chief Judicial Magistrate, Bhind, Madhya Pradesh alleging the fraud in the appointment of redistribution stockist by HUL. The complainant deposited Rs. 6,24,800/- in lieu of registration fee and advance for stock in account of a third-party individual who had defrauded the complainant disguising as being associated with HUL. The matter is currently pending for the plaintiff and no summons have been issued against the accused yet.
33.	In 2021 Al Chaniya, a Food Inspector (“Complainant”) had filed a complaint against HUL, its nominee and others before the Gujarat High Court alleging that the product sample of ‘Kissan Tomato Ketchup’ had more than the prescribed yeast and spore count and therefore is adulterated and in contravention of Prevention of Food Adulteration Act, 1954. The matter is currently pending for final hearing.
34.	In 2022 a complaint was filed by the Food Safety Officer (“Complainant”) before the Adjudicating Officer & Additional Deputy Commissioner, Katra against HUL alleging the violation of Regulations 2.3 of Food Safety & Standards (Food Products & Food Additives) Regulation, 2011 wherein the sample product of Kissan jam was found to have fruit content below minimum prescribed limit and sorbic acid content above maximum prescribed limit and thus alleged to be substandard under S.3(1)(zx) and "unsafe" under S.3(1)(zz)(xi) of Food Safety and Standards Act, 2006. The matter is currently pending at the stage of pleadings.
35.	In 2023 a complaint was filed by the Food Safety Officer, Kannaur (“Complainant”) before the Judicial Magistrate First Class, Kannaur against HUL and others alleging that the product under the brand name of ‘Annapurna Atta’ from Batch No. TS30A PKD.: 30/01/22, as collected from the Margin Free Market in Kannur, was found to contain pesticide residue above the tolerance limit as per the Food Safety and Standards (Contaminants, Toxins and Residues) Regulations, 2011. The matter is currently pending.

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36.	In 2024 a complaint was filed by Koduvally, the Food Safety Officer (“Complainant”) against HUL and its nominee before the Adjudicating Officer & Sub Collector, Kozhikode alleging that the sample of Knorr Pizza and Pasta Sauce was found to be unsafe and substandard due to acetic acid and benzoic acid not being within prescribed thresholds and hence violating Section 7 read with Sec 16 of the Prevention of Food Adulteration Act of 1954. The matter is currently pending at the stage of filing written statement.
37.	In 2024 a complaint has been filed by the Labour Inspector (“Complainant”) against HUL and its directors before Civil Judge Senior Division, Taluka Court, Rajpura. The Complainant has averred impleading the occupier of Rajpura Factory under Section 13 (3) read with Section 3(1) of the Industrial Employment (Standing Orders) Act, 1946 alleging the failure on the part of HUL to maintain certified standing orders as mandated by the statue. The matter is currently pending before the court wherein it is highlighted that the case is of trivial nature and the penalty involved is only fines.
38.	In 2024, Biswajit Podder of Shree Guru Sales and Marketing (“Complainant”) had filed a case under Section 200 of Criminal Procedure Code alleging the criminal breach of trust by HUL impleading its directors before the Metropolitan Magistrate Court, Calcutta. HUL and Shree Guru Sales (RS) signed a distribution agreement valid for the period of 1999-2021 wherein the RS claimed for a certain amount owed towards new stock and damaged stock accordingly in its full and final settlement. Accordingly, HUL agreed to pay a part of the amount and settle the remaining amount as a set-off, which was rejected by RS. RS alleged criminal breach of trust and demanded full payment. A CrPC Section 200 complaint was filed against the directors of HUL. The Calcutta High Court has stayed the summoning order/proceedings arising from this complaint in the proceedings initiated by HUL.
39.	In 2023 HUL had filed a criminal complaint against Dharm Kumar, one of the redistributions stockist (RS) (“Complainant”) for dishonoring NACH mandates and under Payment and Settlement Systems Act of 2007, leading to seize of his godown. In retaliation, the RS had lodged a criminal case before the CJM Patna alleging that HUL failed to prepare proper credit notes against damaged and expired products retained by the complainant in the course of his business. The matter is currently put on stay.
40.	In 2023 DS Nagaraj, the Food Safety Officer (“Complainant”) had filed a complaint against HUL and its director alleging the food sample of Horlicks Biscuit is unsafe due to levels of chlorpyrifos exceeding maximum permissible limits and hence violating the Prevention of Food Adulteration Act of 1954. The matter is currently pending before theKarnatakaHighCourtforarguments.

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• In 2018 the Inspector of Legal Metrology, Guwahati ( “Complainant” ) while impleading HUL and its directors and officers before the Chief Judicial Magistrate, Kamrup for dual pricing and alleged violation of Section 18(2)(A) of the Legal Metrology (Packaged Commodities) Rules 2017. The complainant

• 1. alleged that the product in question displays two Maximum Retail Price (MRP) one for north-east state and other for rest of India and hence it is an illicit practice of marketing its goods across India. The matter is currently pending for final hearing.

CASE SUMMARY OF TAX LITIGATION

• In 2024 the Deputy Commissioner of Income Tax has raised demand of INR 962.75 Crores (including interest of INR 329.33 Crores) for AY 2021-22 on account of non-deduction of TDS as per provisions of Income Tax Act, 1961 while making remittance for payment towards acquisition of India HFD IPR from GlaxoSmithKline ‘GSK’ group entities. Accordingly, HUL has filed a writ petition before Bombay High Court challenging the Assessment Order which was dismissed on the grounds that HUL has statutory remedy of an appeal against the impugned Order. Thereupon, on 9[th] October, 2024, HUL has appealed before the Commissioner of Income-tax (Appeals). On 10[th] October 2024, HUL also filed for a stay of demand application and an application to keep the penalty

• 1. proceedings in abeyance with the Assessing Officer. The Assessing Officer vide Order dated 6th November, 2024, directed HUL to make payment of 20 per cent of the total outstanding demand of INR 962.75 Crores on or before 30 November 2024 and kept the recovery proceedings in abeyance for the balance amount of the demand. HUL has made payment of INR 192.55 Crores on 28 November 2024 in compliance with the aforesaid direction. The payment was made pursuant to receipt of aforesaid amount under an indemnification claim as per the relevant Sale and Purchase Agreement and hence, doesn’t have any financial implications.

TAX CLAIMS

Except as disclosed below, there are no outstanding litigation involving claims related to both direct and indirect taxes involving HUL

both direct and indirect taxes	involving HUL
Nature of case	Number of cases	Amount involved (in Crores) #*
Direct tax	23	2,951.52
Indirect tax	515	2,744.67

Estimated tax impact to the extent quantifiable *Excluding interest

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II. Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the promoters of HUL.

There are no pending litigations or any enforcement action taken against the promoters of HUL that would have an adverse impact on the Scheme or its implementation.

III. Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the directors and the KMPs of HUL.

There are no pending litigations or any enforcement action taken against the directors and KMPs of HUL that would have an adverse impact on the Scheme or its implementation.

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Separator Page

Annx 10B - KWIL List of Litigations

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

Details of ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Kwality Wall’s (India) Limited (“KWIL”), its promoters, and directors.

I. Details of ongoing litigation, adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against KWIL.

There are no pending litigations or any enforcement action taken against KWIL that would have an adverse impact on the Scheme or its implementation.

II. Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the promoters of KWIL, i.e. Hindustan Unilever Limited (“ HUL ”) as on May 31, 2025.

Note: All ongoing litigations against HUL have been disclosed below. With respect to civil litigations, direct and tax matters (direct or indirect) only material litigations against HUL have been disclosed. ‘ Material’ implies where the monetary amount of claim against HUL in any such pending proceeding is in excess of 5% (five percent) of the average of absolute value of profit or loss after tax, as per the last three audited consolidated financial statements of HUL, in line with the SEBI LODR Regulations as of March 31, 2025, as per their latest audited consolidated financial statements of HUL, being INR 518.25 cr.

It is clarified that for the above purposes, pre-litigation notices received by HUL (excluding notices issued by statutory or regulatory or taxation authorities), have not been considered as litigation until such time that HUL is not impleaded as a defendant in the litigation proceedings before any judicial/ arbitral forum.

Sl. No.

CASE SUMMARY OF CRIMINAL LITIGATION

1.

In 1995 M.K Nath, the Assistant Labour Commissioner (“Complainant”) has filed a complaint before the Metropolitan Magistrate Court, Calcutta alleging the violation of terms of settlement to fill in the vacancies arising due to superannuation by Tata Oil Mills Company (TOMCO) as signed with their Employee’s Union. The case was filed before the amalgamation of TOMCO with Hindustan Lever Limited (HLL renamed as Hindustan

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

	Unilever Limited) and hence HLL has been substituted as a party. The matter is currently pendingbefore the court of first instance.
2.	In 1996 H.D Dubey, the then Food Inspector in Jabalpur (“Complainant”) has filed a complaint against a nominee of HUL and others before District and Sessions Court of Jabalpur for alleged violation under Section 2 read with Section 7 and 16 of the Prevention of Food Adulteration Act of 1954. The Complainant has alleged that the sample of the product 'Anik Spray Milk Powder' basis the food analyst report is adulterated and breaches the threshold limits of specific contents in the product. The matter has been disposed in 2012, but the file is kept in the record room due to non- appearance of HUL’s nominee.
3.	In 1997 a complaint was filed by the Food Inspector (“Complainant”) under the Prevention of Food Adulteration Act of 1954 against a director of Jayanti Foods Processing Limited, nominee of Brooke Bond India Limited and HUL before the Judicial Magistrate (First class), Jodhpur for the alleged violation of the required milk fat content falling below the minimum requirement of 10% in the pack of vanilla ice cream. The matter is currently pendingfor orders.
4.	In August 1997, a case of insider trading was initiated by SEBI (“Regulator”) against the Chairman, all Executive Directors, the Company Secretary and the then Chairman of HUL regarding the purchase of certain shares of Brooke Bond India Limited (BBIL) from public investment institution Unit Trust of India (UTI) on March 25th, 1996, a fortnight prior to the merger announcement of BBLIL with HUL. Accordingly, SEBI directed HUL to pay certain compensation to UTI and ordering the initiation of prosecution against some of its directors. Aggrieved by this HUL filed an appeal before the Securities Appellate Tribunal and thereupon a writ petition before the Bombay High Court to quash/set aside the order of Appellate Authority which is currently pending for final hearing.
5.	In 1999 a complaint was filed by P.K Saxena, the then Food Safety Officer (“Complainant”), against HUL, one of its distributor and retailer, before Additional Chief Judicial Magistrate, Lucknow for alleged violation of Section 16 of the Prevention of Food Adulteration Act of 1954. The

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

	Complainant has alleged that the sampling has lesser milk fat content of 8.4% as per the food analyst report and hence the product is sub-standard and adulterated. The matter is currently pending.
6.	In 2000, a Food Inspector Alekh Mahopatra (“Complainant”) had filed a complaint against HUL and its nominee before the Civil Judge, Keonjhar Odisha alleging the violation of Prevention of Adulteration Act, 1954 wherein the product sample of a Sunflower Oil was found to have saponification value being 186.4 below the prescribed limit and hence adulterated. The matter is currently pending.
7.	In 2003 a complaint was filed by the then Food Inspector (“Complainant”) before the District and Sessions Court of Ujjain against HUL’s nominee and others alleging the violation of Section 16 of the Prevention of Food Adulteration Act of 1954. The complainant has alleged that ‘Annapoorna Atta’ has ash insoluble dilute HCL and alcohol beyond permissible limit as per both PA and CFL reports. However, the PA and CFL reports differed on the category which was beyond permissible limit. The merit of the matter has not been substantially considered by the court in any meaningful manner and hence the matter is currently pending at the stage of file being in record room owingto non-appearance of HUL’s nominee.
8.	In 2004 AB Choudhary, the then Food Inspector in Ujjain (“Complainant”) had filed a complaint against HUL’s directors and nominee before the District and Sessions Court of Ujjain on the grounds of violating Section 16 of the Prevention of Food Adulteration Act of 1954. It was alleged that as per the food analyst report the product Modern Energy Biscuits were adulterated for ash insoluble in dilute HCL stood at 0.43% when compared to <1% standard. While the matter is currently disposed of vide order in 2022 but due to the non-appearance of one of the nominees the file is kept in the record room.
9.	In 2006 a complaint was filed by S.B Mishra, the then Food Inspector (“Complainant”) before the Judicial Magistrate First Class, Raipur against Sanjay Dubey, nominee of HUL alleging the violation of the Prevention of Food Adulteration Act, 1954. It has been alleged that sample of Annapoorna Atta was found to be adulterated with higher ash insoluble in dilute HCL (0.48/0.15) bythe PA report. While the matter has been

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

	disposed of vide order dated 27.2.2018, the file is kept in record room owingto the non-appearance of the nominee.
10.	In 2006 a complaint was filed by the Food Inspector V.K Shrivastava (“Complainant”) before the District and Sessions Court, Chhindwara M.P against HUL and others alleging the violation of the Prevention of Food Adulteration Act of 1954 on the grounds that the product sample of New Lipton Tiger sent to PA was found to be wholly fungus infested. By the order dated 6th November, 2012 the court of first instance disposed of the complaint concluding that the packet and sample was packed properly and most importantly was dry and ‘fungus’ was completely absent. The matter is currently directed to be kept in the record room as one of the respondents has not appeared before the court.
11.	In 2005 a city health officer (“Complainant”) had filed an FIR at the new Agra Police Station against the owners and managers of MFIL for supplying Bread which was alleged to be infected with fungus to Agra Municipal Corporation under UPSB Program which is pending for hearing before the District and Sessions Court Agra. The trial has been stayed by the Hon’ble High Court of Allahabad and the matter is pending before the Hon’ble High Court.
12.	In 1999 an advertising commercial of Kwality Walls Feast ice cream titled “Mate Your Stick” was released and telecasted on certain television network, had irked certain viewers including RK Gauba (the then CMM of Delhi) perceiving it to be vulgar and indecent. Pursuant to the news report, HUL stopped the telecast immediately. The CMM, Delhi took_suo moto_ and directed the DCP (Crime) to investigate and report on the facts and contents of the story and thereupon FIR under Section 292 IPC read with S. 3/6 IRWP Act, 1986 was registered. Aggrieved by the order of taking cognizance and summons, one of the accused namely Mr. Dependerjeet Sachdeva filed a Revision Petition in 2006 before the High Court of Delhi. The High Court was pleased to stay the operation of the order taking cognizance and summoning. Since then, the matter though listed on various occasions for final hearing, could not been taken up or concluded. It has thereafter been admitted for final hearing.

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

13.	In 2007, the then Food Safety Officer S.S Kushwaha at Gwalior (“Complainant”) had filed a complaint against HUL and its employee before the Chief Judicial Magistrate, Gwalior alleging violation of Section 7 read with Section 16 of the Prevention of Food Adulteration Act of 1954 on the grounds that the product sample of New Lipton Tiger Main sent to the PA for testing was found to be misbranded in regards with the phrase “Popular tea mixture with sweetening agent”/ “Proprietary Food”. In the 2018 order by the trial court the respondents have been discharged on the grounds that the prosecution has failed to substantiate the case, however due to non-appearance of one of the respondents the matter is currently directed to beplaced in record room.
14.	In 2007 a complaint was filed by the Food Inspector K.R Patel (“Complainant”) against HUL and its nominee before the Civil Judge of Ahmedabad alleging the contravention of the Prevention of Food Adulteration Act. It was alleged in the complaint that the product sample of Tomato Ketchup was found to have higher spores, yeast and bacterial count than the permissible limit. The matter is currently pending before the court of first instance.
15.	In 2009 a redistribution stockist (RS) firm, Niranjan Lal (“Complainant”) had filed a complaint against HUL before the Chief Judicial Magistrate Lakhimpur Kheri, alleging criminal breach of trust and cheating while claiming that HUL reneged on its duty to reconcile the accounts upon the termination of the business relationship and crediting the RS of the full value of stock held by him. The matter is currently pending before the court of first instance.
16.	In 2010 a complaint was filed by the Food Inspector Sangharsh Kumar Mishra (“Complainant”) against HUL’s nominee and others before the Chief Judicial Magistrate, Dhamtari, Chhattisgarh alleging the violation of the Prevention of Food Adulteration Act of 1954 wherein the Bru instant coffee (50grams pack) was found to have acid insoluble ash content of 0.7 compared to the limit of 0.6. The cognizance of the matter was taken after a period of 20 months from the date of sampling which is beyond the shelf life of the product. The trial court acquitted the retailer and when the nominee filed a s. 482petition, the same was also allowed and the

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

	prosecution against him was also dropped. Presently, the file is kept in the record room due to non-appearance of HUL.
17	In 2010 Sukanya Ganguly, the inspector of Drugs (“Complainant”) has filed a complaint before the Chief Judicial Magistrate, Tamluk for alleged contravention of Section 18(a), 18(b) and 18(c) of the Drugs and Cosmetics Act, 1940 (“D&C Act”) read with Rule 122 (DA) and 122(E) of the allied Drugs and Cosmetics Rules along with Section 8 of the Drug and Magical Remedies (Objectionable Advertisement) Act by HUL in regard to the Lifebouy total soap for inter alia using a claim for which permission had been obtained from the Drug Control Office. The complaint also averred that product in issue is manufactured under the category of ‘toilet soap’ which falls under the definition of Cosmetics as provided under Section 3(aaa) of the D&C Act. This matter got listed only in 2019 and is currently pending.
18.	A complaint was filed by Bhoop Singh, as a contractor in the factory of HUL at Orai (“Complainant”) alleging non-payment and use of his tools left behind in the factory by other workers before the Chief Judicial Magistrate Jalaun. The Factory Manager and other accused employee have filed a petition before High Court to quash the petition in 2010. The trial has been stayed by the Hon’ble High Court of Allahabad and the matter is pendingbefore the Hon’ble High Court.
19.	In 2011 a Food Safety officer (“Complainant”) had filed a complaint against HUL and its nominee before Chief Judicial Magistrate Nanded alleging the violation of Section 7 read with Rule 38 and 39 of the Prevention of Food Adulteration Act 1954 wherein the claim of ‘Right Level of Iodine helps in mental development of children’ in the product of Annapoorna Iodised Salt was alleged to be a medical claim. The matter is currently pendingbefore the court.
20.	In 2014 a complaint was filed by the Foods Safety Officer (“Complainant”) against HUL and/or its nominees, before the Junior Civil Courts, Chittoor, Andhra Pradesh for alleged violation of the Foods Safety and Standards Act of 2006. The Complainant has alleged that upon inspection a sample of Kissan Mixed Fruit Jam was found to be sub-

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

	standard as per the prescribed limits under the aforesaid Act. The matter is currently pendingbefore the aforementioned court.
21.	In 2014 a complaint was filed under Section 7 and Section 16 of the Prevention of Food Adulteration Act of 1954, against Mr. A.K. Ghosh (nominee of HUL), HUL and others before the Chief Metropolitan Magistrate, Jaipur Metro in 1996 for adulteration to the extent of ‘milk fat’ percentage in Vanilla Ice-cream Sample was less than prescribed. Thereupon, Mr. A.K Ghosh sought for bail and upon the grant of which he did not appear of any subsequent proceeding leading to which a non- bailable warrant was issued on 22nd November, 2006 and as per order dated 5th September, 2012 he was declared as absconder and the notice was issued to Brooke Bond Lipton India Ltd. The Trial Court vide order dated 10th June, 2016 acquitted the accused inter alia on the grounds of (i) delay in filing of complaint; (ii) loss of valuable right testing since there was a delay of 3 years in sending the sample to CFL. However, since Mr. A.K. Ghosh did not appear after been declared absconding, the file has been consigned to the record room. Although HUL is also accused among others but there seems to be no final order passed against it either dischargingit or closingtheproceedings.
22.	In 2014 SJ Giri, the Inspector of Factories (“Complainant”) has initiated prosecution against the occupier of the erstwhile Modern Foods factory in Mumbai before the Metropolitan Magistrate under section 21(1)(iv) of the Factories Act alleging the failure of the occupier to safeguard the machinery in use which led to amputations in one worker deployed at a machinery in use at the plant. The matter is currently pending for some evidence.
23.	In 2014 a complaint was filed by the Food Inspector Deepak Kumar (“Complainant”) against HUL, its nominee and others before the Chief Metropolitan Magistrate Jaipur alleging the violation of the Prevention of Food Adulteration Act of 1954 wherein the product sample of ‘Kwality Walls Medium Fat Frozen Dessert Kesar Pista’ was incorrectly analyzed and concluded by the PA to be misbranded with green label and adulterated. At the time of sampling there were no standards of frozen dessert enforced. Through apetition under Section 482, the matter was

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

	moved before the Hon’ble Rajasthan High Court at Jaipur Bench which then disposed of vide judgment dated 09.12.2014 holding that as no standards for Frozen Dessert were applicable / enforced, the adulteration cannot be considered and as such no offence of adulteration is made out, however, with regard to misbranding it was held that the same is matter of trial and necessary directions were issued accordingly. The matter is currently pendingfor appearance of theparties before trial court.
24.	In 2014 a complaint was filed by the Food Inspector (“Complainant”) against HUL, its nominee and others before the Chief Metropolitan Magistrate Jaipur wherein it was alleged an ice cream product manufactured by Sri Vinayak Ice Creams Private Limited, is adulterated and hence in violation of Section 16 of the Prevention of Food Adulteration Act of 1954. In 2006 one of the accused filed for a petition under Section 482 of the Cr.P.C. raising several points for consideration including the delay of 9 months in the analysis of the alleged sample by the Central Food Laboratory (CFL) and that the complaint was filed 4 months after receiving the Public Analyst's (PA) report. Also, that there has been significant discrepancy between the CFL and PA reports concerning the contents and composition of the ice cream sample, which was a point of contention. The criminal petition filed was dismissed by the Hon’ble Rajasthan High Court in 2013. However, due to non-appearance of one of the accused Mr. Arijit Ghosh, before the trial court despite the issuance of Non-Bailable Warrants (NBWs), he was declared a proclaimed offender by the court and 2 other accused on this matter were acquitted and granted the benefit of a warranty under Section 19(2) of the Prevention of Food Adulteration Act. The case is currently pendingbut the file is consigned to record room.
25.	In 2016 a complaint was filed before the Chief Judicial Magistrate, Faridabad against HUL and its redistributors based on a 2010 incident wherein the Drug Control Officer has inspected the premises of HUL’s one of the redistributors and found no valid license for stocking and selling Lifebuoy Hand Sanitizers was obtained. Aggrieved by this HUL has sought to quash the complaint before the Punjab and Haryana High Court, Chandigarh. Thereupon the High Court issued notice in the petition, but no staywasgranted. The matter is currently pendingfor a final hearingbefore

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

	the High Court and in the meantime, three prosecution witnesses have been examined bythe Trial Court.
26.	A criminal complaint under Section 306 of IPC was filed by Ambrish Singh (“Complainant”) before District and Session Judge Haridwar against an employee Praveen Pradhan (in his capacity as the then Assistant Factory Manager in HUL) and line manager of Anurag Singh, an Engineer Officer (AIO) who took his life on the intervening night of 6thOctober, 2005. In his suicide note, Anurag Singh had blamed Praveen Pradhan for alleged insults, abuses, and atrocities, holding him responsible for his death. The trial commenced with the charges being framed in 2013, and the case is currently pending before the Vth Additional District and Sessions Judge, Haridwar. In 2014 Praveen Pradhan had filed an application to seek certain information from the ongoing litigation between the deceased Anurag Singh and his wife under Domestic Violence Act. The applications were dismissed by the Trial Court in 2016. Aggrieved by the order, Praveen Pradhan moved the High Court of Uttarakhand at Nainital, challenging the trial court's decision. The Hon'ble High Court granted interim relief, stayingthe matter before the trial court.
27.	A miscellaneous criminal petition has been filed by the Tel Mill Union (“Complainant”) before the High Court of Madhya Pradesh against an order passed by Deputy Labour Commissioner, Indore in 2017 wherein the complaint filed under sec 11 of Payment of Gratuity Act, 1972, was rejected. This labour complaint was filed in pursuance to the 2016 order of High Court of Madhya Pradesh wherein the closure of Ujjain extraction plant was held to be not in compliance. This 2016 order of High Court on closure of Ujjain plant was further challenged by MFIL in a civil appeal of 2022 basis which the High Court’s order was overturned. At present, the miscellaneous criminal petition filed by the Tell Mill Union has been clubbed with the other criminal petition MCr.C No. 18651/2018 before the Hon’ble High Court and the same is pendingfor final hearing.
28.	Post the Division Bench H.C order of 2016 which held that the closure of Ujjain extraction plant as inconsistent with law, two subsequent criminal complaints were filed against ex-directors of HUL. A miscellaneous

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

criminal petition has been filed on behalf of ex-director HUL against the cognizance of the criminal case with issuance of summons alleging that the factory has not been closed properly and that the Tel Mill union members have not been adequately awarded in terms of the 1997 order passed by the Industrial Tribunal. These proceeding is currently put on stay as being clubbed with above-mentioned order before the Supreme Court. In 2005 while working at the Garden Reach Factory Kolkata, Katwaru Yadav ( “Complainant” ) met with an accident resulting in laceration of middle, ring and index finger. After the accident, HUL had arranged for medical treatment and insured fair compensation under the Workmen’s Compensation Act ﴾S.28﴿ including incurring all the medical expenses. 29. The notice of the accident was also sent to the Factories Inspector who concluded that there was a safety violation based on which this case has been instituted against HUL, its factory manager and others under Section 92 of the Factories Act. The matter is currently pending before the Chief Judicial Magistrate of Alipur. In 2018 H.R Muliyana (an ex-employee) ( “Complainant” ) had filed a case against HUL before the Districts and Sessions Court Porbandar alleging the violation of Payment of Gratuity Act. The complainant has alleged that 30. he has been illegally removed from the job without any compensation on removal and his allowance. The matter is currently put on stay by the High Court. In 2018 a complaint was filed by AA Dayama (an ex-employee) ( “Complainant” ) against HUL before the Districts and Sessions Court Porbandar through the Labour Commissioner alleging non-compliance of 31. orders passed by the Labour Court in a reference made by a terminated workman of the erstwhile BBIL which was taken over by HUL. The complainant has issued process consequently. In 2020 Javed Khan ( “Complainant” ) had filed a case against HUL and its officer before the Chief Judicial Magistrate, Bhind, Madhya Pradesh alleging the fraud in the appointment of redistribution stockist by HUL. 32. The complainant deposited Rs. 6,24,800/- in lieu of registration fee and advance for stock in account of a third-party individual who had defrauded the complainant disguising as being associated with HUL. The matter is

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

	currently pending for the plaintiff and no summons have been issued against the accusedyet.
33.	In 2021 Al Chaniya, a Food Inspector (“Complainant”) had filed a complaint against HUL, its nominee and others before the Gujarat High Court alleging that the product sample of ‘Kissan Tomato Ketchup’ had more than the prescribed yeast and spore count and therefore is adulterated and in contravention of Prevention of Food Adulteration Act, 1954. The matter is currently pendingfor final hearing.
34.	In 2022 a complaint was filed by the Food Safety Officer (“Complainant”) before the Adjudicating Officer & Additional Deputy Commissioner, Katra against HUL alleging the violation of Regulations 2.3 of Food Safety & Standards (Food Products & Food Additives) Regulation, 2011 wherein the sample product of Kissan jam was found to have fruit content below minimum prescribed limit and sorbic acid content above maximum prescribed limit and thus alleged to be substandard under S.3(1)(zx) and "unsafe" under S.3(1)(zz)(xi) of Food Safety and Standards Act, 2006. The matter is currently pendingat the stage ofpleadings.
35.	In 2023 a complaint was filed by the Food Safety Officer, Kannaur (“Complainant”) before the Judicial Magistrate First Class, Kannaur against HUL and others alleging that the product under the brand name of ‘Annapurna Atta’ from Batch No. TS30A PKD.: 30/01/22, as collected from the Margin Free Market in Kannur, was found to contain pesticide residue above the tolerance limit as per the Food Safety and Standards (Contaminants, Toxins and Residues) Regulations, 2011. The matter is currently pending.
36.	In 2024 a complaint was filed by Koduvally, the Food Safety Officer (“Complainant”) against HUL and its nominee before the Adjudicating Officer & Sub Collector, Kozhikode alleging that the sample of Knorr Pizza and Pasta Sauce was found to be unsafe and substandard due to acetic acid and benzoic acid not being within prescribed thresholds and hence violating Section 7 read with Sec 16 of the Prevention of Food Adulteration Act of 1954. The matter is currently pending at the stage of filing written statement.

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

37.	In 2024 a complaint has been filed by the Labour Inspector (“Complainant”) against HUL and its directors before Civil Judge Senior Division, Taluka Court, Rajpura. The Complainant has averred impleading the occupier of Rajpura Factory under Section 13 (3) read with Section 3(1) of the Industrial Employment (Standing Orders) Act, 1946 alleging the failure on the part of HUL to maintain certified standing orders as mandated by the statue. The matter is currently pending before the court wherein it is highlighted that the case is of trivial nature and the penalty involved is onlyfines.
38.	In 2024, Biswajit Podder of Shree Guru Sales and Marketing (“Complainant”) had filed a case under Section 200 of Criminal Procedure Code alleging the criminal breach of trust by HUL impleading its directors before the Metropolitan Magistrate Court, Calcutta. HUL and Shree Guru Sales (RS) signed a distribution agreement valid for the period of 1999- 2021 wherein the RS claimed for a certain amount owed towards new stock and damaged stock accordingly in its full and final settlement. Accordingly, HUL agreed to pay a part of the amount and settle the remaining amount as a set-off, which was rejected by RS. RS alleged criminal breach of trust and demanded full payment. A CrPC Section 200 complaint was filed against the directors of HUL. The Calcutta High Court has stayed the summoning order/proceedings arising from this complaint in the proceedings initiated byHUL.
39.	In 2023 HUL had filed a criminal complaint against Dharm Kumar, one of the redistributions stockist (RS) (“Complainant”) for dishonoring NACH mandates and under Payment and Settlement Systems Act of 2007, leading to seize of his godown. In retaliation, the RS had lodged a criminal case before the CJM Patna alleging that HUL failed to prepare proper credit notes against damaged and expired products retained by the complainant in the course of his business. The matter is currently put on stay.

193/528

KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

40.	In 2023 DS Nagaraj, the Food Safety Officer (“Complainant”) had filed a complaint against HUL and its director alleging the food sample of Horlicks Biscuit is unsafe due to levels of chlorpyrifos exceeding maximum permissible limits and hence violating the Prevention of Food Adulteration Act of 1954. The matter is currently pending before the Karnataka High Court for arguments.
41.	In 2018 the Inspector of Legal Metrology, Guwahati (“Complainant”) while impleading HUL and its directors and officers before the Chief Judicial Magistrate, Kamrup for dual pricing and alleged violation of Section 18(2)(A) of the Legal Metrology (Packaged Commodities) Rules 2017. The complainant alleged that the product in question displays two Maximum Retail Price (MRP) one for north-east state and other for rest of India and hence it is an illicit practice of marketing its goods across India. The matter is currently pendingfor final hearing.
	CASE SUMMARY OF TAX LITIGATION
1.	In 2024 the Deputy Commissioner of Income Tax has raised demand of INR 962.75 Crores (including interest of INR 329.33 Crores) for AY 2021- 22 on account of non-deduction of TDS as per provisions of Income Tax Act, 1961 while making remittance for payment towards acquisition of India HFD IPR from GlaxoSmithKline ‘GSK’ group entities. Accordingly, HUL has filed a writ petition before Bombay High Court challenging the Assessment Order which was dismissed on the grounds that HUL has statutory remedy of an appeal against the impugned Order. Thereupon, on 9thOctober, 2024, HUL has appealed before the Commissioner of Income- tax (Appeals). On 10thOctober 2024, HUL also filed for a stay of demand application and an application to keep the penalty proceedings in abeyance with the Assessing Officer. The Assessing Officer vide Order dated 6th November, 2024, directed HUL to make payment of 20 per cent of the total outstanding demand of INR 962.75 Crores on or before 30 November 2024 and kept the recovery proceedings in abeyance for the balance amount of the demand. HUL has made payment of INR 192.55 Crores on 28 November 2024 in compliance with the aforesaid direction. The payment was made pursuant to receipt of aforesaid amount under an indemnification claim asper the relevant Sale

194/528

KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

and Purchase Agreement and hence, doesn’t have any financial implications.

TAX CLAIMS

	and Purchase Agreement and hence, doesn’t have any financial implications.	and Purchase Agreement and hence, doesn’t have any financial implications.	and Purchase Agreement and hence, doesn’t have any financial implications.
TAX CLAIMS
Except as disclosed below, there are no outstanding litigation involving claims related to both direct and indirect taxes involvingHUL
Nature of case		Number of cases	Amount involved (in Crores) #*
Direct tax		23	2,951.52
Indirect tax		515	2,744.67
# Estimated tax impact to the extent quantifiable *Excludinginterest

III. Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the directors of KWIL

There are no pending litigations or any enforcement action taken against the directors of KWIL that would have an adverse impact on the Scheme or its implementation.

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Separator Page

Annx 11 - Audited SFS 31.03.2025

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Separator Page

Annx 12 - KWIL Special Purpose Financials print

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Walker Chandiok & Co LLP 16th Floor, Tower III, One International Center, S B Marg, Prabhadevi (W), Mumbai - 400013 Maharashtra, India T +91 22 6626 2699 F +91 22 6626 2601

Independent Auditor’s Report on the Special Purpose Financial Statements of Kwality Wall’s (India) Limited for the period from 10 January 2025 to 31 March 2025

To the Board of Directors of Kwality Wall’s (India) Limited

Opinion

1. We have audited the accompanying Special Purpose Financial Statements of Kwality Wall’s (India) Limited ('the Company'), which comprise the Special Purpose Balance Sheet as at 31 March 2025 and the Special Purpose Statement of Profit and Loss (including Other Comprehensive Income) for the period from 10 January 2025 to 31 March 2025 and selected explanatory information (together hereinafter referred to as the 'Special Purpose Financial Statements').

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Special Purpose Financial Statements, are prepared, in all material respects, in accordance with the basis of preparation as described in Note 1 to these Special Purpose Financial Statements.

Basis for Opinion

1. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 (‘the Act). Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Special Purpose Financial Statements” section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘the ICAI’) together with the ethical requirements that are relevant to our audit of the Special Purpose Financial Statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Page 1 of 3

Chartered Accountants

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Offices in Ahmedabad, Bengaluru, Chandigarh, Chennai, Dehradun, Goa,Gurugram, Hyderabad, Indore, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

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Kwality Wall’s (India) Limited Independent Auditor’s Report on the Special Purpose Financial Statements of Kwality Wall’s (India) Limited for the period from 10 January 2025 to 31 March 2025

Emphasis of Matter - Basis of Preparation and Restriction on Distribution and Use

1. We draw attention to Note 1 to the accompanying Special Purpose Financial Statements, which describes the basis of its preparation. These Special Purpose Financial Statements have been prepared by the Company’s management in accordance with special purpose framework, solely to assist the management of Company for onward submission of these Special Purpose Financial Statements to National Company Law Tribunal and other regulatory authorities as may be required in connection with the Draft Scheme of Arrangement amongst the Company, Hindustan Unilever Limited (the ‘Demerged Company’), and their respective shareholders (the ‘Draft Scheme’) for transfer of the Ice Cream Business Undertaking from the Demerged Company into the Company and therefore, these Special Purpose Financial Statements may not be suitable for any other purpose. This report is issued solely for the aforementioned purpose and accordingly, should not be used, referred to or distributed for any other purpose or to any other party without our prior written consent. Further, we do not accept or assume any liability or any duty of care for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter.

Responsibilities of Management for the Special Purpose Financial Statements

1. The accompanying Special Purpose Financial Statements have been approved by the Company's Board of Directors. The Company's Board of Directors are responsible for the preparation of these Special Purpose Financial Statements in accordance with the basis of preparation as described in Note 1 to Special Purpose Financial Statements including determining that such basis of preparation is acceptable in the circumstances. This responsibility also includes design, implementation and maintenance of adequate internal financial controls relevant to the preparation and presentation of the Special Purpose Financial Statements in all material respects, in accordance with the basis of preparation as specified in aforementioned Note 1 of the accompanying Special Purpose Financial Statements and are free from material misstatement, whether due to fraud or error.

2. In preparing the Special Purpose Financial Statements, the Board of Directors are responsible for assessing the ability of the company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Special Purpose Financial Statements

1. Our objectives are to obtain reasonable assurance about whether the Special Purpose Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Special Purpose Financial Statements.

2. As part of an audit in accordance with Standards on Auditing specified under Section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

3. Identify and assess the risks of material misstatement of the Special Purpose Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls;

`

Page 2 of 3

Chartered Accountants

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Offices in Ahmedabad, Bengaluru, Chandigarh, Chennai, Dehradun, Goa, Gurugram, Hyderabad, Indore, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

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Kwality Wall’s (India) Limited Independent Auditor’s Report on the Special Purpose Financial Statements of Kwality Wall’s (India) Limited for the period from 10 January 2025 to 31 March 2025

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place adequate internal financial controls with reference to financial statements and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management; and

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Special Purpose Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

For Walker Chandiok & Co LLP Chartered Accountants Firm’s Registration No:001076N/N500013

Digitally signed by Rohan Rohan Pradeep Pradeep Kumar Jain Kumar Jain Date: 2025.05.15 16:38:00 +05'30'

Rohan Jain Partner Membership No:139536

UDIN:25139536BMONNT9904

Place: Mumbai Date: 15 May 2025

`

Page 3 of 3

Chartered Accountants Offices in Ahmedabad, Bengaluru, Chandigarh, Chennai, Dehradun, Goa, Gurugram, Hyderabad, Indore, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

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Kwality Wall's (India) Limited Special Purpose Balance Sheet as at 31st March, 2025

(All amounts in Rs. '000, unless otherwise stated)

As at 31st March, 2025 ASSETS Current assets Financial assets Cash and cash equivalents 49,950 TOTAL ASSETS 49,950 EQUITY AND LIABILITIES Equity Equity share capital 50,000 Other equity (525) Total - Equity (A) 49,475 Liabilities Current liabilities Trade payables total outstanding dues of micro enterprises and small enterprises - 475 Total - Current liabilities (B) 475 TOTAL EQUITY AND LIABILITIES (A+B) 49,950 As per our report of even date For Walker Chandiok & Co LLP Chartered Accountants Firm's Registration No. 001076N/N500013 CIN : U10505MH2025PLC437886 Particulars total outstanding dues of creditors other than micro enterprises and small enterprises For and on behalf of Board of Directors of Kwality Wall's (India) Limited

Digitally signed by Rohan Rohan Pradeep Pradeep Kumar Jain Kumar Jain Date: 2025.05.15 16:38:26 +05'30'

Digitally signed VINITA Digitally signed NAVIN by NAVIN JAIN by VINITA NAIR Date: 2025.05.15 Date: 2025.05.15 JAIN 15:28:38 +05'30' NAIR 15:56:32 +05'30'

Rohan Jain Partner Membership No. 139536

Place: Mumbai Date: 15th May, 2025

Vinita Nair Navin Jain Director Director DIN: 10903336 DIN: 08632751 Place: Mumbai Place: Mumbai Date: 15th May, 2025 Date: 15th May, 2025

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----- Start of picture text -----

Kwality Wall's (India) Limited
Special Purpose Statement of Profit and Loss (including Other Comprehensive Income) for the period 10th
January, 2025 to 31st March, 2025
(All amounts in Rs. '000, unless otherwise stated)
For the period from
Particulars 10th January, 2025 to
31st March, 2025
Total Income -
EXPENSES
Other Expenses �������
Total Expenses 475
Loss before tax (475)
Tax expenses
Current tax -
Deferred tax -
Loss for the period (A) (475)
Other comprehensive Income for the period (B) -
Total Comprehensive Loss for the period (A+B) (475)
As per our report of even date
For Walker Chandiok & Co LLP For and on behalf of Board of Directors of Kwality
Chartered Accountants Wall's (India) Limited
Firm's Registration No. 001076N/N500013 CIN : U10505MH2025PLC437886
Digitally signed by Rohan
Rohan Pradeep Pradeep Kumar Jain
Kumar Jain Date: 2025.05.15 16:38:49 VINITA Digitally signed by VINITA NAIR NAVIN Digitally signed by NAVIN JAIN
+05'30' Date: 2025.05.15
Date: 2025.05.15
JAIN 15:27:56 +05'30'
NAIR 15:57:53 +05'30'
Rohan Jain Vinita Nair Navin Jain
Partner Director Director
Membership No. 139536 DIN: 10903336 DIN: 08632751
Place: Mumbai Place: Mumbai Place: Mumbai
Date: 15th May, 2025 Date: 15th May, 2025 Date: 15th May, 2025
----- End of picture text -----

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Kwality Wall's (India) Limited

Selected explanatory notes to Special Purpose Financial Statements as and for the period ended 31st March, 2025

Note 1

Basis of preparation of Special Purpose Financial Statements

The Special Purpose Financial Statements of the Kwality Wall's (India) Limited ('the Company') as at for the period ended 31st March, 2025 comprises of Special Purpose Balance Sheet as at 31 March 2025 and Special Purpose Statement of Profit and Loss (including Other Comprehensive Income) for the period from 10th January, 2025 to 31st March, 2025 and selected explanatory information (hereinafter together referred as 'Special Purpose Financial Statements').

These Special Purpose Financial Statements have been prepared to comply in all material respects with the recognition and measurement principle of the Indian Accounting Standards ('Ind AS') as prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) read with Companies (Indian Accounting Standards) Rules, 2015 (as amended), except for certain disclosure and presentation requirements such as presenting Statement of Cash flows and notes, comprising material accounting policy information as specified in the financial reporting framework. These Special Purpose Financial Statements have been prepared by the Company’s management, solely to assist the management of the Company for onward submission of these Special Purpose Financial Statements to National Company Law Tribunal or other regulatory authorities, and for inclusion as part of the explanatory statement to shareholders for approval of the Draft Scheme, as may be required in connection with the Draft Scheme of Arrangement amongst Hindustan Unilever Limited (the 'Demerged Company'), the Company and their respective shareholders ('the Draft Scheme') for transfer of the Ice Cream Business Undertaking ('the Demerged Undertaking') from the Demerged Company into the Company and therefore the Special Purpose Financial Statements may not be suitable for any other purpose.

These Special Purpose Financial Statements have been prepared on going concern basis in accordance with accounting principles generally accepted in India. Further, the Special Purpose Financial Statements have been prepared on historical cost convention except for certain financial assets and financial liabilities which are measured at fair values as explained in relevant accounting policy, on accrual basis of accounting.

The financial information is presented in Indian Rupees (INR) and all values are rounded to the nearest Thousand ('000), except when otherwise indicated.

These Special Purpose Financial Statements were approved by the Board of Directors of the Company in their meeting held on 15 May 2025.

For Walker Chandiok & Co. LLP	For and on behalf	of Board of Directors of Kwality Wall's (India) Limited	of Board of Directors of Kwality Wall's (India) Limited
Chartered Accountants	CIN : U10505MH2025PLC437886
Firm's Registration No. 001076N/N500013 Rohan Pradeep Kumar Jain Digitally signed by Rohan Pradeep Kumar Jain Date: 2025.05.15 16:39:11 +05'30'	VINITA NAIR	Digitally signed by VINITA NAIR Date: 2025.05.15 15:58:16 +05'30'	NAVIN JAIN Digitally signed by NAVIN JAIN Date: 2025.05.15 15:23:37 +05'30'
Rohan Jain	Vinita Nair		Navin Jain
Partner	Director		Director
Membership No. 139536	DIN No. 10903336		DIN No. 08632751
Place : Mumbai	Place : Mumbai		Place : Mumbai
Date: 15th May, 2025	Date: 15th May, 2025		Date: 15th May, 2025

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Separator Page

Annx 13A - HUL-Accouting treatment Certificate

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Separator Page

Annx 13A - Statutory Auditor Clarification HUL

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To The Board of Directors Hindustan Unilever Limited Unilever House B. D. Sawant Marg Chakala, Andheri (East) Mumbai - 400 099

Walker Chandiok & Co LLP

16th Floor, Tower III, One International Center, S B Marg, Prabhadevi (W), Mumbai - 400013 Maharashtra, India T +91 22 6626 2699 F +91 22 6626 2601

Dear Sirs/ Mesdames,

Statutory Auditors clarification with respect to the queries from the Securities and Exchange Board of India (‘SEBI’) in relation to the Scheme of Arrangement

Walker Chandiok & Co LLP (‘we’ or ‘us’), the statutory auditors of Hindustan Unilever Limited (‘Demerged Company’ or ‘Company’) have been requested to issue a clarification in response to one of the queries received by the Company from the Securities Exchange Board of India (‘SEBI’) vide email dated 4 April 2025 (‘SEBI Communication’) with respect to the accounting treatment prescribed in the draft Scheme of Arrangement between the Demerged Company, Kwality Wall’s (India) Limited (‘Resulting Company’) and their respective shareholders (hereinafter referred to as the ‘Draft Scheme’) as approved by the Board of Directors of the Demerged Company and Resulting Company in their respective meetings held on 22 January 2025.

Pursuant to the requirements of Sections 230 to 232 of the Companies Act, 2013 and the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93, we had issued the accompanying certificate dated 22 January 2025 bearing UDIN: 2521022BMONAI3451 on the prescribed accounting treatment in the books of the Demerged Company in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) (hereinafter referred to as ‘the Certificate’). Based on our examination of the Draft Scheme and according to information and explanation given to us, along with the representations provided by the management of the Company, the aforesaid proposed accounting treatment in the books of Demerged Company as specified in Clause 11.1 of the Draft Scheme, is in accordance with Appendix A - Distribution of Non-cash Assets to Owners to Ind AS 10, ‘Events after the Reporting Period’ and other generally accepted accounting principles in India.

This letter is being issued at the specific request of the Company for onward submission in response to the query from SEBI and for inclusion as part of the explanatory statement to shareholders for approval of the Draft Scheme, and is not to be used or referred to for any other purpose or to any other party without our prior written consent. Further, this letter should be read only in conjunction with our Certificate issued earlier as mentioned above and attached as Annexure 1 to this letter.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No:001076N/N500013

Aasheesh Digitally signed by Aasheesh Arjun Singh Date: 2025.04.09 Arjun Singh 18:20:32 +05'30'

Aasheesh Arjun Singh Partner Membership No:210122

Place: Mumbai Date: 09 April 2025

Chartered Accountants

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Offices in Ahmedabad, Bengaluru, Chandigarh, Chennai, Dehradun, Goa,Gurugram, Hyderabad, Indore, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

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Separator Page

Annx 13B - KWIL_Accounting Treatment Certificate

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Annx 13B - Statutory Auditor Clarification KWIL

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To The Board of Directors Kwality Wall’s (India) Limited Unilever House B. D. Sawant Marg Chakala, Andheri (East) Mumbai - 400 099 Maharashtra, India

Walker Chandiok & Co LLP

16th Floor, Tower III, One International Center, S B Marg, Prabhadevi (W), Mumbai - 400013 Maharashtra, India T +91 22 6626 2699 F +91 22 6626 2601

Dear Sirs/ Madam,

Statutory Auditors clarification with respect to the queries from the Securities and Exchange Board of India (‘SEBI’) in relation to the Scheme of Arrangement

Walker Chandiok & Co LLP (‘we’ or ‘us’), the statutory auditors of Kwality Wall’s (India) Limited (‘Resulting Company’ or ‘Company’) have been requested to issue a clarification in response to one of the queries received by Hindustan Unilever Limited (‘the Demerged Company’) from the Securities Exchange Board of India (‘SEBI’) vide email dated 4 April 2025 (‘SEBI Communication’) with respect to the accounting treatment prescribed in the draft Scheme of Arrangement between the Demerged Company, the Resulting Company and their respective shareholders (hereinafter referred to as the ‘Draft Scheme’) as approved by the Board of Directors of the Demerged Company and Resulting Company in their respective meetings held on 22 January 2025.

Pursuant to the requirements of Sections 230 to 232 of the Companies Act, 2013 and the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93, we had issued the accompanying certificate dated 22 January 2025 bearing UDIN: 25139536BMONLG2283 on the prescribed accounting treatment in the books of the Resulting Company in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) (hereinafter referred to as ‘the Certificate’). Based on our examination of the Draft Scheme and according to information and explanation given to us, along with the representations provided by the management of the Company, the proposed demerger in substance is viewed as a capital re-organisation as per generally accepted accounting principles. There is no explicit guidance available for accounting treatment in respect of the aforesaid transaction under any Ind AS notified under Section 133 of the Companies Act, 2013. Therefore, by virtue of paragraphs 10 to 12 of Ind AS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, the management has applied its judgment in developing and applying the proposed accounting policy as specified in clause 11.2 of the Draft Scheme using the Pooling of Interest method by drawing an analogy from Appendix C to Ind AS 103 and considering other generally accepted accounting principles, which in our view, is in compliance with the applicable accounting standards and other generally accepted accounting principles in India as opined by us in the Certificate.

Page 1 of 2

Chartered Accountants

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Offices in Ahmedabad, Bengaluru, Chandigarh, Chennai, Dehradun, Goa,Gurugram, Hyderabad, Indore, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

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Kwality Wall’s (India) Limited Statutory Auditors clarification with respect to the queries from the Securities and Exchange Board of India (‘SEBI’) in relation to the Scheme of Arrangement

This letter is being issued at the specific request of the Company for onward submission in response to the query from SEBI and for inclusion as part of the explanatory statement to shareholders for approval of the Draft Scheme, and is not to be used or referred to for any other purpose or to any other party without our prior written consent. Further, this letter should be read only in conjunction with our Certificate issued earlier as mentioned above and attached as Annexure 1 to this letter.

For Walker Chandiok & Co LLP

Chartered Accountants Firm Registration No:001076N/N500013

Rohan Digitally signed by Rohan Pradeep Kumar Pradeep Jain Date: 2025.04.09 Kumar Jain 19:17:20 +05'30' Rohan Jain Partner Membership No:139536

Place: Mumbai Date: 09 April 2025

`

Page 2 of 2

Chartered Accountants Offices in Ahmedabad, Bengaluru, Chandigarh, Chennai, Dehradun, Goa, Gurugram, Hyderabad, Indore, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

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Separator Page

Annx 14A - HUL Capital Evolution Details

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Details of Capital evolution of Hindustan Unilever Limited as on June 30, 2025 (“ Demerged Company ”):

ompany”):
Date of Issue	No. of shares issued	Issue Price (Rs.)	Type of Issue (IPO/FPO/ Preferential Issue/ Scheme/ Bonus/ Rights, etc.)	Cumulative capital (No of shares)	Whether listed, if not listed, give reasons thereof
15.11.1933	10000	10	Allotment pursuant to contract for a consideration other than cash	10000	Listed
29.11.1934	190000	10	Bonus	200000	Listed
19.12.1934	80000	10	Bonus	280000	Listed
20.03.1937	60000	10	Bonus	340000	Listed
29.12.1937	110000	10	Bonus	450000	Listed
22.07.1939	30000	10	Allotment pursuant to contract for a consideration other than cash	480000	Listed
20.08.1940	20000	10	Bonus	500000	Listed
17.11.1942	10000	10	Bonus	510000	Listed
0ó.09.1943	60000	10	Bonus	570000	Listed
19.02.1945	130000	10	Bonus	700000	Listed
07.09.1945	120000	10	Bonus	820000	Listed
24.12.1946	60000	10	Bonus	880000	Listed
31.12.1947	500000	10	Bonus	1380000	Listed
22.08.1952	620000	10	Bonus	2000000	Listed
11.10.1956	1570000	10	Bonus	3570000	Listed
13.10.1956	2000000	10	Allotment pursuant to contract for a consideration other than cash	5570000	Listed
25.05.1962	2673600	10	Bonus	8243600	Listed
24.12.1965	897732	10	Rights	9141332	Listed
04.02.1966	40384	10	Rights - Legal Release	9181716	Listed

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Date of Issue	No. of shares issued	Issue Price (Rs.)	Type of Issue (IPO/FPO/ Preferential Issue/ Scheme/ Bonus/ Rights, etc.)	Cumulative capital (No of shares)	Whether listed, if not listed, give reasons thereof
01.03.1966	6475	10	Rights - Legal Release	9188191	Listed
17.03.1966	1000	10	Rights - Legal Release	9189191	Listed
21.04.1966	10000	10	Rights - Legal Release	9199191	Listed
21.04.1966	1140	10	Rights - Legal Release	9200331	Listed
21.04.1966	30000	10	Rights - Legal Release	9230331	Listed
05.05.1966	14719	10	Rights - Legal Release	9245050	Listed
17.10.1966	2311262	10	Bonus	11556312	Listed
11.02.1970	2889078	10	Bonus	14445390	Listed
19.12.1974	2407565	10	Bonus	16852955	Listed
30.06.1977	1508218	10	Rights	18361173	Listed
14.01.1978	250000	10	Employee Allotment – FPO	18611173	Listed
14.01.1978	3260947	10	Public Allotment - FPO	21872120	Listed
23.03.1978	835	10	Pending NRI Allotment Rights	21872955	Listed
16.03.1979	7277469	10	Bonus	29150424	Listed
04.06.1979	10387	10	Bonus - Legal Release	29160811	Listed
28.08.1979	944	10	Bonus - Legal Release	29161755	Listed
02.01.1980	733	10	Bonus - Legal Release	29162488	Listed
25.04.1980	295	10	Bonus - Legal Release	29162783	Listed
18.09.1980	39	10	Bonus - Legal Release	29162822	Listed
19.05.1981	1118	10	Bonus - Legal Release	29163940	Listed
14.12.1983	17498364	10	Bonus	46662304	Listed
25.08.1987	46662304	10	Bonus	93324608	Listed

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Date of Issue	No. of shares issued	Issue Price (Rs.)	Type of Issue (IPO/FPO/ Preferential Issue/ Scheme/ Bonus/ Rights, etc.)	Cumulative capital (No of shares)	Whether listed, if not listed, give reasons thereof
31.08.1991	46662304	10	Bonus	139986912	Listed
28.12.1994	5851661	10	Merger - Tomco	145838573	Listed
16.05.1997	53328713	10	Merger BBLIL	1991ó728ó	Listed
03.03.1999	20892221	10	Merger PIL	220059507	Listed
18.07.2000	2200595070	1	Stock Split	2200595070	Listed
20.10.2001	648723	1	Merger IBFL	2201243793	Listed
16.03.2006	40115	1	ESOP	2201283908	Listed
27.03.2006	117070	1	ESOP	2201400978	Listed
10.04.2006	3446204	1	Merger- VDL	2204847182	Listed
26.04.2006	2268	1	Merger IFC/ TOCDL	2204849450	Listed
04.05.2006	69710	1	ESOP	2204919160	Listed
11.05.2006	403368	1	ESOP	2205322528	Listed
23.05.2006	194554	1	ESOP	2205517082	Listed
13.06.2006	109761	1	ESOP	2205626843	Listed
27.06.2006	114153	1	ESOP	2205740996	Listed
11.08.2006	87335	1	ESOP	2205828331	Listed
29.08.2006	135930	1	ESOP	2205964261	Listed
15.09.2006	146070	1	ESOP	2206110331	Listed
25.09.2006	294780	1	ESOP	2206405111	Listed
09.11.2006	151470	1	ESOP	2206556581	Listed
21.11.2006	83056	1	ESOP	2206639637	Listed
06.12.2006	117720	1	ESOP	2206757357	Listed
19.12.2006	18740	1	ESOP	220ó776097	Listed
06.03.2007	9480	1	ESOP	220ó785577	Listed
23.03.2007	46400	1	ESOP	2206831977	Listed
14.05.2007	29907	1	ESOP	22068ó1884	Listed
28.05.2007	53440	1	ESOP	2206915324	Listed
12.06.2007	44955	1	ESOP	2206960279	Listed
25.06.2007	16850	1	ESOP	2206977129	Listed
03.08.2007	118150	1	ESOP	2207095279	Listed
24.08.2007	226020	1	ESOP	2207321299	Listed
21.09.2007	377828	1	ESOP	2207699127	Listed
Oct-Dec	-30235772	1	Buyback 2007	2177463355	Listed
22.02.2008	266198	1	ESOP	2177729553	Listed
10.03.2008	195013	1	ESOP	2177924566	Listed

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Date of Issue	No. of shares issued	Issue Price (Rs.)	Type of Issue (IPO/FPO/ Preferential Issue/ Scheme/ Bonus/ Rights, etc.)	Cumulative capital (No of shares)	Whether listed, if not listed, give reasons thereof
19.03.2008	59000	1	ESOP	2177983566	Listed
21.05.2008	208780	1	ESOP	2178192346	Listed
09.06.2008	83580	1	ESOP	2178275926	Listed
24.06.2008	65070	1	ESOP	2178340996	Listed
22.08.2008	424021	1	ESOP	2178765017	Listed
19.09.2008	391985	1	ESOP	2179157002	Listed
21.11.2008	200104	1	ESOP	2179357106	Listed
19.12.2008	108825	1	ESOP	2179465931	Listed
20.02.2009	334026	1	ESOP	2179799957	Listed
20.03.2009	76120	1	ESOP	2179876077	Listed
25.05.2009	194980	1	ESOP	2180071057	Listed
19.06.2009	469003	1	ESOP	2180540060	Listed
21.08.2009	290600	1	ESOP	2180830660	Listed
17.09.2009	67440	1	ESOP	2180898100	Listed
23.11.2009	335670	1	ESOP	2181233770	Listed
18.12.2009	208035	1	ESOP	2181441805	Listed
22.02.2010	151136	1	ESOP	2181592941	Listed
22.03.2010	93840	1	ESOP	2181686781	Listed
18.06.2010	319335	1	ESOP	2182006116	Listed
25.06.2010	74286	1	ESOP	2182080402	Listed
06.08.2010	239400	1	ESOP	2182319802	Listed
Sep 2010 to Nov 2010	-22883204	1	Buyback 2010	2159436598	Listed
30.03.2011	35370	1	ESOP	2159471968	Listed
27.05.2011	633459	1	ESOP	2160105427	Listed
23.06.2011	578133	1	ESOP	2160683560	Listed
17.08.2011	188927	1	ESOP	2160872487	Listed
23.09.2011	87230	1	ESOP	2160959717	Listed
21.11.2011	65660	1	ESOP	2161025377	Listed
22.12.2011	19248	1	ESOP	2161044625	Listed
22.02.2012	161506	1	ESOP	2161206131	Listed
22.03.2012	306361	1	ESOP	2161512492	Listed
04.06.2012	237103	1	ESOP	2161749595	Listed
18.06.2012	44539	1	ESOP	2161794134	Listed
06.08.2012	92399	1	ESOP	2161886533	Listed
20.09.2012	31565	1	ESOP	2161918098	Listed

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Date of Issue	No. of shares issued	Issue Price (Rs.)	Type of Issue (IPO/FPO/ Preferential Issue/ Scheme/ Bonus/ Rights, etc.)	Cumulative capital (No of shares)	Whether listed, if not listed, give reasons thereof
20.11.2012	27800	1	ESOP	2161945898	Listed
14.12.2012	15520	1	ESOP	2161961418	Listed
06.02.2013	48085	1	ESOP	2162009503	Listed
18.02.2013	61505	1	ESOP	2162071008	Listed
20.03.2013	223245	1	ESOP	2162294253	Listed
28.03.2013	178057	1	ESOP	2162472310	Listed
01.08.2013	60607	1	ESOP	2162532917	Listed
03.09.2013	36100	1	ESOP	2162569017	Listed
19.11.2013	47278	1	ESOP	2162616295	Listed
17.12.2013	14232	1	ESOP	2162630527	Listed
17.02.2014	10565	1	ESOP	2162641092	Listed
18.03.2014	55200	1	ESOP	2162696292	Listed
26.05.2014	411508	1	ESOP	2163107800	Listed
30.07.2014	26895	1	ESOP	2163134695	Listed
17.09.2014	15400	1	ESOP	2163150095	Listed
21.11.2014	49626	1	ESOP	2163199721	Listed
18.12.2014	31663	1	ESOP	2163231384	Listed
27.02.2015	77374	1	ESOP	2163308758	Listed
19.03.2015	156093	1	ESOP	2163464851	Listed
15.05.2015	343329	1	ESOP	2163808180	Listed
11.06.2015	4400	1	ESOP	2163812580	Listed
21.08.2015	41334	1	ESOP	2163853914	Listed
24.09.2015	14733	1	ESOP	2163868647	Listed
26.10.2015	2175	1	ESOP	2163870822	Listed
28.03.2016	66149	1	ESOP	2163936971	Listed
26.05.2016	284942	1	ESOP	2164221913	Listed
15.06.2016	23763	1	ESOP	2164245676	Listed
22.08.2016	27500	1	ESOP	2164273176	Listed
13.09.2016	1508	1	ESOP	2164274684	Listed
27.02.2017	29117	1	ESOP	2164303801	Listed
27.03.2017	45838	1	ESOP	2164349639	Listed
29.05.2017	112420	1	ESOP	2164462059	Listed
12.06.2017	2470	1	ESOP	2164464529	Listed
22.08.2017	13251	1	ESOP	2164477780	Listed
21.09.2017	791	1	ESOP	2164478571	Listed
27.02.2018	20666	1	ESOP	2164499237	Listed

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Date of Issue	No. of shares issued	Issue Price (Rs.)	Type of Issue (IPO/FPO/ Preferential Issue/ Scheme/ Bonus/ Rights, etc.)	Cumulative capital (No of shares)	Whether listed, if not listed, give reasons thereof
20.03.2018	29540	1	ESOP	2164528777	Listed
24.05.2018	96214	1	ESOP	2164624991	Listed
18.06.2018	8815	1	ESOP	2164633806	Listed
22.08.2018	10889	1	ESOP	2164644695	Listed
21.09.2018	4248	1	ESOP	2164648943	Listed
28.02.2019	23009	1	ESOP	2164671952	Listed
19.03.2019	32453	1	ESOP	2164704405	Listed
21.05.2019	96632	1	ESOP	2164801037	Listed
27.08.2019	11020	1	ESOP	2164812057	Listed
26.02.2020	9004	1	ESOP	2164821061	Listed
23.03.2020	23126	1	ESOP	2164844187	Listed
21.04.2020	184623812	1	Merger – GSK CH	2349467999	Listed
25.05.2020	82043	1	ESOP	2349550042	Listed
25.08.2020	6213	1	ESOP	2349556255	Listed
15.03.2021	8390	1	ESOP	2349564645	Listed
23.03.2021	3174	1	ESOP	2349567819	Listed
17.05.2021	21019	1	ESOP	2349588838	Listed
26.08.2021	2424	1	ESOP	2349591262	Listed

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Separator Page

Annx 14B - KWIL Capital Evolution Details

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, International Airport Andheri East, Mumbai - 400 099. CIN U10505MH2025PLC437886 Tel : +91 (22) 5043 3000 Email : kwalitywalls.India@unilever.com

Details of Capital evolution of Kwality Wall’s (India) Limited as on June 30, 2025 (“ Resulting Company ”):

ompany”):
Date of Issue	No. of shares issued	Issue Price (Rs.)	Type of Issue (IPO/FPO/ Preferential Issue/ Scheme/ Bonus/ Rights, etc.)	Cumulative capital (No of shares)	Whether listed, if not listed, give reasons thereof
10.01.2025	5,00,00,000	1	Subscription to MOA	5,00,00,000	Not Listed. KWIL is an unlisted entity involved in the Scheme and was incorporated on 10th January2025.

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Separator Page

Annx 14C - Information submitted by HUL to NSE

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Annexure 25

25th January 2025

To, Manager - Listing Compliance National Stock Exchange of India Limited ‘Exchange Plaza’. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

NSE Symbol: HINDUNILVR

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations”) for the scheme of arrangement amongst Hindustan Unilever Limited (“Demerged Company or “HUL”) and Kwality Wall’s (India) Limited (“Resulting Company” or “KWIL”) and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”)

Dear Sir / Madam,

In connection with the above, we hereby submit the additional documents and undertakings as per Annexure ‘M’ of the NSE checklist.

S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
1. 2.	Apportionment of losses of the listed company among the companies involved in the scheme. Details of assets, liabilities, revenue and net worth of the companies involved in the scheme, both pre and post scheme of arrangement, along with a write up on the history of the demerged undertaking/Transferor	Not Applicable Yes	The Demerged Company does not have any losses. -	Details of assets, liabilities, revenue and net worth of the companies involved in the scheme, bothpre and

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S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
3. 4. 5.	Company certified by Chartered Accountant (CA). Any type of arrangement or agreement between the demerged company/resulting company/merged/amalg amated company/ creditors / shareholders / promoters / directors/etc., which may have any implications on the scheme of arrangement as well as on the shareholders of listed entity. Reasons along with relevant provisions of Companies Act, 2013 or applicable laws for proposed utilization of reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, as a free reserve, certified by CA. Built up for reserves viz. Capital Reserve,Capital	No Yes Yes	There are no arrangement or agreement between the demerged company / resulting company/ creditors/ shareholders/ directors etc. other than as provided in the Scheme. - -	post scheme enclosed as Annexure 25A(I). For detailed history of undertaking, please refer toAnnexure 25A(II). - Please refer toAnnexure 9A & 9B. Enclosed as Annexure

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S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
6. 7. 8. 9. 10. 11.	Redemption Reserve, Securities premium, certified by CA. Nature of reserves viz. Capital Reserve, Capital Redemption Reserve, whether they are notional and/or unrealized, certified by CA. The built up of the accumulated losses over the years, certified by CA. Relevant sections of Companies Act, 2013 and applicable Indian Accounting Standards and Accounting treatment, certified by CA. Details of shareholding of companies involved in the scheme at each stage, in case of composite scheme. Whether the Board of unlisted company has taken the decision regarding issuance of Bonus shares. If yes provide the details thereof. If not, provide the reasons thereof. List of comparable companies considered for comparable companies’ multiple method.	Yes Not Applicable Yes Not Applicable No Not applicable	- The Demerged Company does not have any accumulated losses. - The proposed Scheme is not a composite scheme. The Resulting Company was incorporated on January 10, 2025 and is yet to commence any commercial operations. In consideration of the proposed demerger contemplated in the Scheme, upon the effectiveness of the	25B. Enclosed as Annexure 25B. - Please refer toAnnexure 9A and Annexure 9B. - - A copy of the Share Entitlement Ratio Report is enclosed asAnnexure

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S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
12. 13. 14.	Share Capital built-up in case of scheme of arrangement involving unlisted entity/entities, certified by CA. Any action taken/pending by Govt./Regulatory body/Agency against all the entities involved in the scheme. Comparison of revenue and net worth of demerged undertaking with the total revenue and net worth of the listed entity in last three financialyears.	Yes Yes Yes	Scheme, the shareholders of HUL will be issued shares of KWIL in the same inter se proportion, such that the shareholding of KWIL will mirror that of HUL. Accordingly, in terms of Paragraph A(4)(b) of Part 1 of the Scheme Circular, no valuation has been carried out for the demerger contemplated in the Scheme. - - -	2A. Share Capital built-up of HUL and KWIL enclosed as Annexure 25C. Enclosed as Annexure 25D. Please refer toAnnexure 25A(II).

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S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
15. 16.	Detailed rationale for arriving at the swap ratio for issuance of shares as proposed in the draft scheme of arrangement by the Board of Directors of the listed company. In case of Demerger,	Not applicable Yes	The rationale and methodology for arriving at the share entitlement ratio for issuance of shares in the proposed Scheme are provided in the share entitlement ratio report dated January 21, 2025, issued by an independent registered valuer Deloitte India Valuation LLP (Registration Number IBBI/RV-E/02/2019/105), ("Valuer”). The board of directors of both the companies have approved the said share entitlement ratio for the proposed Scheme on basis of the recommendations given in report of Valuer. Further, Kotak Mahindra Capital Company Limited ((b) SEBI Registration Number: INM000008704), an independent SEBI registered Category I Merchant Banker in its Fairness Opinion Report, has also opined that the Share Entitlement Ratio is fair and reasonable from a financial point of view to the shareholders of the Demerged Company. “Ice Cream Business	Copy of the said Share Entitlement Ratio Report and Fairness Opinion Report is enclosed as Annexures 2A and 3 respectively. A copyof the

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S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
17.	basis for division of assets and liabilities between divisions of Demerged entity. How the scheme will be beneficial to public shareholders of the Listed entity and details of change in value of public shareholders pre and post scheme of arrangement.	Yes	Undertaking” (as defined in Clause 1.12 of the Scheme) means the business undertaken by way of manufacturing, marketing, distribution and sale of ice creams, frozen desserts (both dairy and non-dairy), frozen snacks, frozen vegetables and frozen processed food of all kinds.. As provided in the Report of the Audit Committee: (a) Following the announcement by the Demerged Company’s parent entity, Unilever PLC, of its intention to separate its ice cream business globally, the Board of the Demerged Company had undertaken a comprehensive review and had decided to separate the Ice Cream Business Undertaking in view of its different operating model, including differentiated infrastructure for supply and distribution, capital allocation needs, distinct channel landscape and go-to- market strategy.	Scheme is enclosed as Annexure 1. A copy of the said Report is enclosed asAnnexure 5.

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S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
			(b) After due consideration, the Board of the Demerged Company has proposed to undertake the separation of the Ice Cream Business Undertaking by way of this Scheme which contemplates the Demerger of the Ice Cream Business Undertaking to the Resulting company, to create an independent listed ice-cream company. This would be in the best interests of the Demerged Company and the Resulting Company, and their respective shareholders, creditors, employees and other stakeholders on account of the following: (i) the Demerger will result in the separation of the Ice Cream Business Undertaking from the Remaining Business (as defined hereinafter), which will enable these companies to sharpen focus on

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S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
			their respective businesses and strategies in pursuit of their respective growth and value creation models; (ii) the Ice Cream Business Undertaking operates in an attractive high- growth category and has built iconic brands such as ‘Kwality Wall’s’, ‘Cornetto’ and ‘Magnum’ and the Demerger would create a leading listed ice cream company in India, which will have a focused management with greater flexibility to deploy strategies suited to its distinctive operating model and market dynamics, to realise its full potential; (iii) the Resulting Company will have ability to benefit from the portfolio, brand and innovation

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S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
			resources and technical expertise from the largest global ice cream business enabling it to keep winning in the market space; (iv) the Demerger will enable the Demerged Company to drive sharper focus in the business as it further accelerates its play in high- growth demand spaces, strengthening its future fit portfolio; (v) the Demerger would unlock value for all shareholders of the Demerged Company and give them the flexibility to stay invested in the growth journey of the Ice Cream Business Undertaking; and (vi) the Demerger will facilitate a smoother transition for the Ice Cream Business Undertaking and itspeople.

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S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
18. 19.	Tax/other liability/benefit arising to the entities involved in the scheme, if any. Revenue, PAT and EBIDTA (in value and percentage terms) details of entities involved in the scheme for all the number of years considered for valuation. Reasons justifying the EBIDTA/PAT margin considered in the valuation report.	No Not applicable	There is no tax liability / benefit arising to the entities involved in the Scheme. The proposed transfer of Demerged Undertaking pursuant to the Scheme shall be on a going concern basis and is compliant with Section 2(19AA) and the related provisions of the Income Tax Act, 1961. Hence, it is tax neutral. Further, the Demerged Company does not have any tax accumulated losses to be apportioned to the Resulting Company. Similarly, there shall be no goods and services tax payable on the proposed Demerger. In consideration of the proposed demerger contemplated in the Scheme, upon the effectiveness of the Scheme, the shareholders of HUL will be issued shares of KWIL in the same inter se proportion, such that the shareholding of KWIL will mirror that of HUL. Accordingly, in terms of Paragraph A(4)(b) of Part 1 of the Scheme Circular, no valuation has been	- A copy of the Share Entitlement Ratio Report is enclosed asAnnexure 2A.

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S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure (Document Provided)
20. 21. 22. 23.	Confirmation from valuer that the valuation done in the scheme is in accordance with applicable valuation standards. Confirmation from Company that the scheme is in compliance with the applicable securities laws. Confirmation that the arrangement proposed in the scheme is yet to be executed. Part B of Annexure M – ppt document	Not Applicable Yes Yes Yes	carried out for the demerger contemplated in the Scheme. In consideration of the proposed demerger contemplated in the Scheme, upon the effectiveness of the Scheme, the shareholders of HUL will be issued shares of KWIL in the same inter se proportion, such that the shareholding of KWIL will mirror that of HUL. Accordingly, in terms of Paragraph A(4)(b) of Part 1 of the Scheme Circular, no valuation has been carried out for the demerger contemplated in the Scheme. We hereby confirm that the Scheme is in compliance with applicable securities laws. The arrangement is yet to be executed and will be made effective post approval of NCLT, Mumbai in terms of Clause 20 of the Scheme. Enclosed as Annexure	A copy of the Share Entitlement Ratio Report is enclosed asAnnexure 2A. - - -

Yours sincerely,

For Hindustan Unilever Limited

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Digitally signed by RADHIKA RADHIKA KARTIK SHAH KARTIK SHAH Date: 2025.01.26 00:08:42 +05'30'

Radhika Shah Company Secretary & Compliance Officer Membership No: A19308

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(“ Resulting Company ”) and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013

1. Graphical Representation*

Pre Scheme Structure

Scheme Structure

==> picture [929 x 336] intentionally omitted <==

----- Start of picture text -----

Unilever PLC & other Unilever/
Public shareholders Unilever PLC Public shareholders
promoter companies
Issuance of shares to shareholders of
61.9% shareholding
HUL per the Share Entitlement Ratio
38.1 % shareholding as consideration for demerger
HUL
Listed on BSE and NSE
Remaining Ice Cream Business
Business Undertaking
Demerger of
WOS
Demerged
Undertaking
Kwality Wall’s (India) Limited
HUL
– proposed to be listed on
Kwality Wall’s (India) Limited Listed on BSE and NSE
BSE and NSE
Unlisted Company
----- End of picture text -----

*Please refer to the detailed notes on the graphical representation, in the next slide. 482/528

Notes to Pre-Scheme Structure:

1. Hindustan Unilever Limited (“ HUL ” or “ Demerged Company ”) is a public company, whose shares are listed on BSE and NSE.

2. Kwality Wall’s (India) Limited (“ KWIL ” or “ Resulting Company ”) is an unlisted wholly owned subsidiary of HUL (Demerged Company).

Notes to Post Scheme Structure:

1. The Scheme provides, inter alia, for the demerger of the Demerged Undertaking (as defined in the Scheme) of HUL into KWIL as a going concern.

2. 1 equity share (Face Value Re. 1/- each) for 1 equity share (Face Value Re.1/- each) of HUL

3. Pursuant to the effectiveness of the Scheme, the existing shareholding of HUL (Demerged Company) in KWIL (Resulting Company) will get cancelled and subsequently, KWIL will issue and allot shares to the shareholders of HUL as on the Record Date as per the following share entitlement ratio, as consideration for demerger:

4. [1 equity share (Face Value Re. 1/- each) for 1 equity share (Face Value Re.1/- each) of HUL]

5. Post the effectiveness of the Scheme, an application shall be made by KWIL with the BSE and NSE for listing of the equity shares of KWIL so that upon the demerger of the Ice Cream Business Undertaking (as defined in the Scheme) into KWIL, the shareholders of KWIL can freely trade into the shares of KWIL.

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2. Background of all entities involved in the Scheme (shall include Name, Address, Business, recent major developments w.r.t corporate structure, business line etc.)

Details of the Demerged Company:

• a) Name: Hindustan Unilever Limited

b) Address: Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai, 400099, India

c) Business: HUL is one of India's leading private sector companies and is engaged in the business of manufacturing, marketing, distribution and sale of fast-moving consumer goods (FMCG).

d) Recent major developments w.r.t corporate structure, business line etc: There are no major developments with regard to the corporate structure and business line of HUL other than the current proposed scheme of arrangement.

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Details of the Resulting Company:

• a) Name: Kwality Wall’s (India) Limited

• b) Address: Unilever House, B.D. Sawant Marg, Chakala, Andheri East, Mumbai, 400099, India

• c) Business: The Resulting Company is a wholly owned subsidiary of the Demerged Company and is a newly incorporated company with the main object of manufacture, marketing, distribution and sale of ice creams, frozen desserts (both dairy and non-dairy), frozen snacks, frozen vegetables and frozen processed food of all kinds.

• d) Recent major developments w.r.t corporate structure, business line etc: The Resulting Company is a wholly owned subsidiary of the Demerged Company and was incorporated only on January 10, 2025. It is yet to commence its commercial operations.

3. Detailed Objective and Rationale of the Scheme: The detailed objective and rationale of the Scheme is as follows:

• Following the announcement by the Demerged Company’s parent entity, Unilever PLC, of its intention to separate its ice cream business globally, the Board of the Demerged Company had undertaken a comprehensive review and had decided to separate the Ice Cream Business Undertaking in view of its different operating model, including differentiated infrastructure for supply and distribution, capital allocation needs, distinct channel landscape and goto-market strategy.

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• After due consideration, the Board of the Demerged Company has proposed to undertake the separation of the Ice Cream Business Undertaking by way of this Scheme which contemplates the Demerger of the Ice Cream Business Undertaking to the Resulting company, to create an independent listed ice-cream company. This would be in the best interests of the Demerged Company and the Resulting Company, and their respective shareholders, creditors, employees and other stakeholders on account of the following:

• (i) the Demerger will result in the separation of the Ice Cream Business Undertaking from the Remaining Business (as defined hereinafter), which will enable these companies to sharpen focus on their respective businesses and strategies in pursuit of their respective growth and value creation models;

• (ii) the Ice Cream Business Undertaking operates in an attractive high-growth category and has built iconic brands such as ‘Kwality Wall’s’, ‘Cornetto’ and ‘Magnum’ and the Demerger would create a leading listed ice cream company in India, which will have a focused management with greater flexibility to deploy strategies suited to its distinctive operating model and market dynamics, to realise its full potential;

• (iii) the Resulting Company will have ability to benefit from the portfolio, brand and innovation resources and technical expertise from the largest global ice cream business enabling it to keep winning in the market space;

• (iv) the Demerger will enable the Demerged Company to drive sharper focus in the business as it further accelerates its play in highgrowth demand spaces, strengthening its future fit portfolio;

• (v) the Demerger would unlock value for all shareholders of the Demerged Company and give them the flexibility to stay invested in the growth journey of the Ice Cream Business Undertaking; and

• (vi) the Demerger will facilitate a smoother transition for the Ice Cream Business Undertaking and its people.

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1. Existing, Proposed and Resultant structure of entities involved in the scheme: Please refer to Slide 1 for the graphical representation of the existing structure and resultant structure pursuant to the effectiveness of the Scheme of the Demerged and Resulting Company.

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5. Existing and Proposed Capital Structure (shareholding pattern) of the entities involved in the scheme including value in terms of networth, changes in pre-post promoter/public shareholding etc. – as per the attached Annexure: Refer Annexures 7A to 7D

Name of the Promoter/s	Pre Shareholding	Pre Shareholding	Pre Shareholding	Pre Shareholding	Pre Shareholding	Pre Shareholding	Consideration as per the scheme	Consideration as per the scheme	Consideration as per the scheme	Consideration as per the scheme	Post Shareholding	Post Shareholding	Post Shareholding	Post Shareholding
	Transferor Company 1		Transferor Company 2		Demerged Company(Demerger)		Allotted Pursuant to Scheme1		Cancelled Pursuant to Scheme		Transferee Company		Resultant Company(Demerger)
	No Of Shares	%	No Of Shares	%	No Of Shares	%	No Of Shares	%	No Of Shares	%	No Of Shares	%	No Of Shares	%
A
B
C
D
Total
Notes:
1. Shareholding of Promoters in Transferor/Demerged Company *Share Entitilement Ratio
2. Details of addition of promoters inthe Transferee Company/Resultant Company Post Sanction ofScheme.
3. Details of reclassification of existing promoters to public inthe Transferee Company/Resultant Company Post sanction of scheme incompliance with SEBI LODR Regulations, 2015.

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6. Pre and post scheme networth of companies involved in the scheme in the following format:

Hindustan Unilever Limited (Demerged Company)
	Pre-Scheme	Post-Scheme
Equity	235	235
Other Equity	46,450	45,641
Net worth	46,685	45,876
[●] Limited (Resulting Company)
	Pre-Scheme	Post-Scheme
Equity	-	235
Other Equity	-	574
Net worth	-	809

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7. Key points of the scheme including terms of consideration proposed in the scheme

a) Appointed Date: Per Clause 1.1 of the Scheme, “ Appointed Date ” means the opening of business on the Effective Date or such other date that may be mutually agreed to by the Boards of the Demerged Company and the Resulting Company and approved by the NCLT;

b) Effective Date: Per Clause 1.10 of the Scheme, “ Effective Date ” means the date which is the first calendar date of the month following the month in which the conditions and matters referred to in Clause 20 ( Conditions Precedent ) of the Scheme have occurred or have been fulfilled, obtained or waived, as applicable, in accordance with this Scheme;

c) Rationale and objective of the Scheme: Please refer to our response to serial no. 3 above.

d) Consideration for demerger: Per Clause 9.1 of the Scheme, upon this Scheme coming into effect, and in consideration of the transfer and vesting of the Ice Cream Business Undertaking from HUL to KWIL in terms of this Scheme, KWIL shall issue and allot to the shareholders of HUL as of the record date of the Scheme as per the following share entitlement ratio:

1 equity share (Face Value Re. 1/- each) of KWIL for 1 equity share (Face Value Re.1/- each) of HUL

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8. Stepwise process involved in the scheme in the following format:

Stepwise process involved in the implementation of the scheme Receipt of the certified copy of the NCLT Mumbai Bench order sanctioning the Scheme (“ NCLT Order ”)

Filing of the certified copy of the NCLT Order by both the companies with ROC Mumbai (Form INC-28 Filing)

Board meeting of both the companies to approve the record date. Issuance and allotment of shares by the KWIL to the shareholders of the HUL per the Share Entitlement Ratio

Obtaining in principle listing approval by KWIL for listing from the NSE and BSE

Obtaining final trading approval by KWIL from SEBI

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1. In case unlisted company is involved in the scheme please provide calculation that the percentage of shareholding of the pre-scheme public shareholders of the listed entity and the Qualified Institutional Buyers (QIBs) of the unlisted entity, in the post scheme shareholding pattern of the “merged” company on a fully diluted basis shall not be less than 25%. Response: Not Applicable.

2. Kindly confirm if there is any reclassification of promoter and promoter group pursuant to the scheme and the same is in compliance with the applicable SEBI Regulations

Response : We hereby confirm that the present Scheme does not involve any reclassification of promoter and promoter group pursuant to the scheme.

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1. In case valuation is not applicable, provide detailed rationale for share exchange ratio derived by the Company.

Response:

• The rationale and methodology for arriving at the share entitlement ratio for issuance of shares in the proposed Scheme are provided in the share entitlement ratio report dated January 21, 2025, issued by an independent registered valuer Deloitte India Valuation LLP (Registration Number IBBI/RVE/02/2019/105), (" Valuer ”). The board of directors of both the companies have approved the said share entitlement ratio for the proposed Scheme on basis of the recommendations given in report of Valuer.

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To

The Board of Directors

Kwality Wall's (India) Limited Unilever House B. D. Sawant Marg, Chakala Andheri (East) Mumbai – 400 099

Walker Chandiok & Co LLP

16th Floor, Tower III, One International Center, S B Marg, Prabhadevi (W), Mumbai - 400013 Maharashtra, India T +91 22 6626 2699 F +91 22 6626 2601

Independent Auditor’s Certificate on the Statement of financial information as at and for the nine months period ended 31 December 2024 of Kwality Wall's (India) Limited (pre and post demerger)

1. This certificate is issued in accordance with the terms of our engagement letter dated 19 February 2025 with Kwality Wall's (India) Limited (the “Company” or “Resulting Company”).

2. The Board of Directors of the Company, at its meeting held on 22 January 2025 have approved the proposed scheme of arrangement amongst the Company and Hindustan Unilever Limited (the “Demerged Company”), and their respective shareholders (the "Draft Scheme"), in terms of the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") and SEBI Master Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 (“SEBI Master Circular”). The accompanying Statement of financial information as at and for the nine months period ended 31 December 2024 of the Resulting Company (pre and post demerger) (“the Statement”), has been prepared by the Company’s management pursuant to the requirements of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI LODR”), circulars issued thereunder and documents/information as prescribed under the checklists of BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) (collectively, the “Stock Exchanges”), for onward submission to Securities Exchange Board of India (“SEBI”), Stock Exchanges, National Company Law Tribunal (“NCLT”) and other regulatory authorities as may be required in connection with the Draft Scheme. We have attached the Statement for identification purposes only.

Management’s Responsibility for the Statement

1. The preparation of the Statement, including its content, and the preparation and maintenance of all accounting and other relevant supporting records and documents, is solely the responsibility of the management of the Company. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

2. The Management is also responsible for ensuring that the Company complies with the requirements of the SEBI LODR, SEBI Master Circular, the Act and provides all relevant information to SEBI, Stock Exchanges, NCLT and other regulatory authorities.

Auditor’s Responsibility

1. Pursuant to the requirements as stated in paragraph 2 above, our responsibility is to express limited assurance in the form of a conclusion as to whether anything has come to our attention that cause us to believe that the financial information of the Resulting Company (pre-demerger and post-demerger) as included in the accompanying Statement has not been accurately extracted from the unaudited special purpose carved-out interim financial information of Ice-Cream Business of the Demerged Company (“the Demerged Undertaking”), underlying books of account, and other relevant records and documents maintained by the Demerged Company as at and for the nine months period ended 31 December 2024, which has been subjected to review but not audit, and the computation thereof is arithmetically inaccurate.

Chartered Accountants

Page 1 of 3

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Offices in Ahmedabad, Bengaluru, Chandigarh, Chennai, Dehradun, Goa,Gurugram, Hyderabad, Indore, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

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Kwality Wall's (India) Limited Independent Auditor’s Certificate on the Statement of financial information as at and for the nine months period ended 31 December 2024 of Kwality Wall's (India) Limited (pre and post demerger)

1. The unaudited special purpose carved-out interim financial information of Demerged Undertaking as at and for the nine months period ended 31 December 2024, referred to in paragraph 5 above, has been reviewed by us, on which we have issued an unmodified conclusion vide our review report dated 22 January 2025.

Our review of the aforementioned special purpose financial information of the Demerged Undertaking was conducted in accordance with the Standard on Review Engagement (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India (‘the ICAI’). This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial information is free of material misstatement. A review is limited primarily to inquiries of the company personnel and applying analytical and other review procedures applied to the financial data and thus, provides less assurance than an audit. We have not performed an audit and accordingly, we did not express an audit opinion.

1. We conducted our examination, of the Statement in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) (‘Guidance Note’), issued by the ICAI. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.

2. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements issued by ICAI.

3. The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement; and consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. The procedures selected depend on the auditor’s judgment, including the assessment of areas where a material misstatement of the subject matter information is likely to arise. We have performed the following procedures in relation to the Statement:

4. a) Obtained a copy of the Scheme as approved by the Board of Directors of the Company in their meeting held on 22 January 2024, proposed to be filed by the Company with the NCLT and other regulatory authorities. We have read the same and noted the impact of the proposed accounting treatment mentioned in clause 11.2 of the Scheme;

5. b) Obtained the certificate of incorporation of the Company dated 10 January 2025, as a wholly owned subsidiary of the Holding Company for vesting of the Demerged Undertaking (as defined in the Scheme) comprising of the ice-cream business on a going concern basis;

6. c) Obtained from Demerged Company’s management, the unaudited special purpose carved-out interim financial information of Demerged Undertaking as at and for the nine months period ended 31 December 2024;

7. d) Ensured that the computation of pre-demerger and post-demerger provisional net worth is arithmetically correct and is in accordance with the method of computation set out in the regulation 2(1)(s) of SEBI LODR read with sub-section (57) of section 2 of the Act;

8. e) Verified that post-demerger financial information, determined on a provisional basis, as included in the accompanying Statement is accurately extracted from unaudited special purpose carved-out interim financial information of Ice-Cream Business stated in point (c) above and is after giving effect to the proposed accounting treatment as set out in Clause 11.2 of the Scheme.

9. f) Verified the arithmetical accuracy of the accompanying Statement; and

10. g) Obtained necessary representations from the management of the Company.

`

Page 2 of 3

Chartered Accountants Offices in Ahmedabad, Bengaluru, Chandigarh, Chennai, Dehradun, Goa, Gurugram, Hyderabad, Indore, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

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Kwality Wall's (India) Limited Independent Auditor’s Certificate on the Statement of financial information as at and for the nine months period ended 31 December 2024 of Kwality Wall's (India) Limited (pre and post demerger)

Conclusion

1. Based on our examination as above, evidences obtained, and the information and explanations, along with the representations provided by the management, nothing has come to our attention that cause us to believe that the financial information of the Resulting Company (pre-demerger and post-demerger) as set out in the Statement, has not been accurately extracted from the unaudited special purpose carved-out interim financial information of Demerged Undertaking, underlying books of account, and other relevant records and documents maintained by the Demerged Company as at and for the nine months period ended 31 December 2024, which has been subjected to review but not audit, and that the computation thereof is arithmetically inaccurate.

Other Matter

• UDIN: 25139536BMONLH2750. Pursuant to the clarifications and additional information sought by NSE, the Company has been requested to submit a statutory auditor certificate on the updated accompanying Statement. Our opinion is not modified in respect of this matter.

Restriction on distribution or use

1. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the requirements of applicable laws and regulations as may be required in connection with the Draft Scheme. Our obligations in respect of this certificate are entirely separate from, and our responsibility and liability are in no way changed by, any other role we may have as statutory auditors of the Company or otherwise. Nothing in this certificate, nor anything said or done in the course of or in connection with the services that are the subject of this certificate, will extend any duty of care we may have in our capacity as statutory auditors of the Company.

2. This certificate is issued at the request of the Company's management for onward submission along with the Draft Scheme to the SEBI, the Stock Exchanges, NCLT or other regulatory authorities as may be required in connection with the Draft Scheme. Accordingly, this certificate may not be suitable for any other purpose and should not be used or referred to for any other purpose or to any other party without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without our prior consent in writing.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No:001076N/N500013

Digitally signed by Rohan Rohan Pradeep Pradeep Kumar Jain Kumar Jain Date: 2025.02.20 23:43:42 +05'30'

Rohan Jain Partner Membership No:139536

UDIN:25139536BMONMA7696

Place: New Dellhi Date: 20 February 2025

`

Page 3 of 3

Chartered Accountants

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India

Offices in Ahmedabad, Bengaluru, Chandigarh, Chennai, Dehradun, Goa, Gurugram, Hyderabad, Indore, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, Andheri East, Mumbai -400 099. CIN U10505MH2025PLC437886 Tel: +91 (22) 5043 3000 Email: swati.narayanan@unilever.com

Statement of financial information of the Kwality Wall's (India) Limited pre and post demerger as at 31 December 2024

31 December 2024
		(Amount in crores
	Pre- Demerger
Particulars		Post-Demerger
	(Refer Note 1)
(A) Total Assets of Demerged Undertaking	-	1,138
(B) Total Liabilities of Demerged Undertaking	-	334
(C) Net Worth of Demerged Undertaking (A-B)	-	804
(D) Impact of cancellation of the initial share capital(Refer note2below)	-	5
(E) Net-worth of Resulting Company (D+E)(Refer notes 3 and4below)	-	809
(F) Revenue from operations	-	1,305

Notes:

• 1) Kwality Wall's (India) Limited (‘The Resulting Company’) has been incorporated on 10 January 2025 as a wholly owned subsidiary of the Hindustan Unilever Limited (‘the Demerged Company’) for demerger of the Ice Cream Business Undertaking (‘Demerged Undertaking’) on a going concern basis. Accordingly, the Resulting Company had no net-worth, assets, liabilities and revenue as on and for the period ended 31 December 2024 and therefore, the pre-demerger numbers are not disclosed above.

• 2) The Demerged Company has subscribed to initial equity share capital of the Resulting Company amounting to INR 5 Crores on 10 January 2025 as a subscription to the memorandum of association of the Resulting Company. In accordance with Clause 11.2 of the Scheme, the existing share capital of Resulting Company shall stand cancelled and shall be transferred to Other Equity.

• 3) Net Worth has been determined in accordance with the method of computation set out in the regulation 2(1)(s) of SEBI LODR read with sub-section (57) of section 2 of the Companies Act, 2013. ‘Net worth’ means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the unaudited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.

• 4) The pre and post Net Worth of the Resulting Company as at 31 December 2024 is represented by:

		(Amount in crores)
	Pre-Demerger
Particulars		Post-Demerger
	(Refer Note 1 above)
Equity Share Capital (Issued, subscribed and fully paid up)	-	235
Other Equity - Securities Premium	-	574
Net-worth of the Resulting Company	-	809

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KWALITY WALL’S (INDIA) LIMITED

Unilever House, B. D. Sawant Marg, Chakala, Andheri East, Mumbai -400 099. CIN U10505MH2025PLC437886 Tel: +91 (22) 5043 3000 Email: swati.narayanan@unilever.com

• 5) Post-demerger net worth, assets, liabilities and revenue as at and for the period ended 31 December 2024 have been extracted from the unaudited special purpose financial information of the Demerged Undertaking as at and for the period ended 31 December 2024 prepared in accordance with Guidance Note on Combined and Carve-Out Financial Statements issued by the Institute of Chartered Accountants of India and is after giving effect to the proposed accounting treatment as set out in Clause 11.2 of the Scheme. Such post demerger assets, liabilities, net worth and revenue as at and for the period ended 31 December 2024 have been determined on a provisional basis and will undergo change on the effective date upon implementation of the proposed scheme of arrangement amongst the Resulting Company, Demerged Company and their respective shareholders (the "Draft Scheme").

For Kwality Wall's (India) Limited

VINITA Digitally signed by VINITA NAIR NAIR Date: 2025.02.20 23:30:58 +05'30'

Vinita Nair Director Place: Mumbai Date: 20 February 2025

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Separator Page

Annx 14D - Disclosure to BSE

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June 25, 2025

To

Corporate Relationship Department, The Secretary 2nd Floor, New Trading Wing, The National Stock Exchange of India Limited Rotunda Building, P.J. Towers, Exchange Plaza, 5th Floor, Dalal Street, Mumbai – 400 001 Plot No. C/1, G Block, Scrip Code: 500696 Bandra-Kurla Complex, Bandra East, Mumbai - 400 051 Symbol: HINDUNILVR

Sub: Disclosure of the Material Information about Kwality Wall’s (India) Limited

Ref: Observation letters No. NSE/LIST/46775 dated May 14, 2025 and No. DCS/AMAL/TS/R37/3581/2025-26 dated May 14, 2025 (“Observation Letters”), issued by National Stock Exchange of India Limited and BSE Limited (collectively the “Stock Exchanges”), respectively, in the matter of the scheme of arrangement amongst HUL and Kwality Wall’s (India) Limited and their respective shareholders and creditors under Section 230-232 and other applicable provisions of the Companies Act, 2013 (“Scheme”)

Intimation under Regulation 30 and Regulation 30A read with Clause 5A of Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/ Madam,

This is with reference to our (i) intimation dated January 22, 2025 informing about the decision of the Board of Directors of HUL approving the scheme of arrangement amongst HUL and Kwality Wall’s (India) Limited (“ KWIL ”) and their respective shareholders under Section 230232 and other applicable provisions of the Companies Act, 2013 for the demerger of the Ice Cream Business of HUL into KWIL (“ Scheme ”), subject to applicable regulatory and other approvals; and (ii) intimation dated May 14, 2025 informing about the receipt of the Observation Letters from the Stock Exchanges.

This disclosure is being made in respect of KWIL pursuant to the requirement in the Observation Letters requiring HUL to disclose material information about KWIL to the Stock Exchanges on a continuous basis, read with the provisions of Regulation 30 and Regulation 30A and clause 5A of Para A of Part A of Schedule III to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended till date) (" SEBI Listing Regulations "), and the circular no. SEBIIHO/CFD/CFD-PoD-1/P/CIRl2023/123 issued by SEBI on July 13, 2023 (" SEBI Circular ")

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In this regard, we inform you that Hindustan Unilever Limited (“ HUL ” or “ Company ”) has received a letter dated June 25, 2025 from Unilever PLC (“ Unilever ”) and The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (“ TMICC HoldCo ”), in relation to a share purchase agreement dated June 25, 2025 (“ SPA ”), having been entered into between Unilever, Unilever Group Limited, Unilever Overseas Holdings AG, Unilever UK&CN Holdings Limited, Unilever South India Estates Limited, Unilever Assam Estates Limited and Unilever Overseas Holdings B.V. (together, the “ Unilever Group Shareholders ”), TMICC HoldCo and The Magnum Ice Cream Company B.V., for the transfer to TMICC HoldCo of the stake that would come to be held by the Unilever Group Shareholders in KWIL upon the effectiveness of the Scheme (“ Unilever Letter ”).

Neither HUL nor KWIL is a party to the SPA.

The details required as per aforesaid SEBI Circular read with the SEBI Listing Regulations is enclosed as ‘ Annexure 1’ to this letter.

We request you to bring the above information on record.

Thanking you,

For Hindustan Unilever Limited

RADHIKA Digitally signed by RADHIKA KARTIK SHAH KARTIK SHAH Date: 2025.06.25 20:47:08 +05'30'

Radhika Shah Company Secretary & Compliance Officer Membership No: A19308

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Annexure 1

Disclosure of details of the agreement under Regulation 30A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13 July 2023

The disclosures applicable to the ‘listed entity’ as per the format of disclosure under the SEBI Circular, have been made in respect of Kwality Wall’s (India) Limited, a public unlisted subsidiary of HUL, based on and to comply with the conditions specified in the Observation Letters

S. No.	Particulars	Disclosure in respect of KWIL	Disclosure in respect of KWIL	Disclosure in respect of KWIL	Disclosure in respect of KWIL
1.	If the listed entity is a party to the agreement, details of the counterparties (including name and relationship with the listed entity);	Not applicable, as Kwality Wall’s (India) Limited (“KWIL”) is not a party to the share purchase agreement dated June 25, 2025 (“SPA”).
If the listed entity (in this case, KWIL) is not a party to the agreement:
2.	Name of the party entering into such an agreement and the relationship with listed entity		Name of the parties	Relationship with KWIL
			Unilever PLC, Unilever Group Limited, Unilever Overseas Holdings AG, Unilever UK&CN Holdings Limited, Unilever South India Estates Limited, Unilever Assam Estates Limited and Unilever Overseas Holdings B.V. (“Unilever Group Shareholders”)	The Unilever Group Shareholders are the promoter of HUL, which in turn, is a promoter of KWIL. KWIL is an indirect subsidiary of Unilever.

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3.	Details of the counterparties to the agreement (including name and relationship with listed entity)		Name of the counter- parties	Relationship with KWIL
			The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (“TMICC HoldCo”) The Magnum Ice Cream Company B.V. (“TMICC”)	Presently, TMICC and TMICC HoldCo are both companies forming part of the Unilever group. Both TMICC and TMICC HoldCo are wholly owned subsidiaries of Unilever.
4.	Date of entering into the agreement		June 25, 2025
5.	Purpose of entering into the agreement		The Unilever Group Shareholders, TMICC HoldCo and TMICC have executed the SPA for the acquisition by TMICC HoldCo of the entire equity shareholding in KWIL, that will come to be held by the Unilever Group Shareholders upon the effectiveness of the scheme of arrangement amongst HUL and KWIL and their respective shareholders under Section 230-232 and other applicable provisions of the Indian Companies Act, 2013 (“Scheme”).
6.	Shareholding, if any, in the entity with whom the agreement is executed		KWIL is not a party to the SPA.
7.	Significant terms of the agreement (in brief);		The letter from Unilever PLC setting out the key terms of the SPA is appended hereto as Annexure 2.
8.	Extent and the nature of impact on management or control of the listed entity		Upon the completion of the transfer of the entire shareholding in KWIL held by the Unilever Group Shareholders, KWIL will come to be controlled by and shall become a subsidiary of TMICC HoldCo.

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9.	Details and quantification of the restriction or liability imposed upon KWIL	N.A.
10.	Whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship	Yes. Presently, the Unilever Group Shareholders, TMICC and TMICC HoldCo are companies forming part of the Unilever group. At the time of the transfer(s) contemplated under the SPA, TMICC will be a separate listed entity.
11.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”	N.A., since KWIL is not a party to the SPA.
12.	In case of issuance of shares to the parties, details of issue price, class of shares issued;	N.A.
13.	Any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.;	N.A.
14.	In case of rescission, amendment or alteration, listed entity shall disclose additional details to the stock exchange(s): (a) name of parties to the agreement;	N.A.

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• (b) nature of the agreement;

• (c) date of execution of the agreement;

• (d) details and reasons for amendment or alteration and impact thereof (including impact on management or control and on the restriction or liability quantified earlier);

• (e) reasons for rescission and impact thereof (including impact on management or control and on the restriction or liability quantified earlier).

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25 June 2025

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To,

Board of Directors / Company Secretary Hindustan Unilever Limited

Unilever House, B. D. Sawant Marg, Chakala, Andheri East Mumbai – 400 099, Maharashtra, India

Re: Announcement of proposed acquisition of shares to be issued by Kwality Wall’s (India) Limited to the Unilever Group, pursuant to the demerger of the ice cream business of Hindustan Unilever Limited, by The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. Dear Sir,

We refer to the ongoing demerger of the ice cream business of Hindustan Unilever Limited (“ HUL into Kwality Wall’s (India) Limited (“ KWIL ”) pursuant to a scheme of arrangement in accordance with the provisions of the (Indian) Companies Act, 2013 (“ Demerger ”). Following completion of the Demerger, Unilever PLC, Unilever Group Limited, Unilever Overseas Holdings AG, Unilever UK&CN Holdings Limited, Unilever South India Estates Limited, Unilever Assam Estates Limited, Unilever Overseas Holdings B.V. (together, the “ Unilever Group Shareholders ”) will collectively hold 61.9% of the issued and paid-up share capital of KWIL.

This is to inform you that the Unilever Group Shareholders, The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (“ Magnum HoldCo ”) and The Magnum Ice Cream Company B.V. have today announced the execution of a share purchase agreement (“ SPA ”) pursuant to which Magnum HoldCo has agreed to acquire all of the KWIL shares to be issued to the Unilever Group Shareholders pursuant to the Demerger, comprising 61.9% of the issued and paid-up share capital of KWIL. Completion of the acquisition of these shares pursuant to the SPA (“ Closing ”) remains subject to:

• (a) fulfilment of certain conditions in the SPA (including the successful demerger of KWIL from HUL, and listing of KWIL shares) and receipt of requisite statutory and other approvals; and

• (b) Magnum HoldCo making an open offer to the public shareholders of KWIL for additional shares of KWIL in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Under the SPA, Unilever PLC has also agreed to use reasonable endeavours to facilitate by Closing or, to the extent not agreed by Closing, as soon as reasonably practicable thereafter, the agreement of the terms of a licence between Magnum IP Holdings B.V. and KWIL in relation to KWIL’s use of the intellectual property rights currently licensed to HUL for use in relation to the India ice cream

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business (the “ India IPRs ”), on substantially the same commercial terms as the existing licence arrangements and until a date no earlier than 1 February 2028. Further, Unilever PLC has been informed by The Magnum Ice Cream Company that, upon acquiring the India IPRs, The Magnum Ice Cream Company will ensure continued access to the India IPRs by HUL, and upon effectiveness of the Demerger, by KWIL, on substantially the same commercial terms as the existing licence arrangements and until a date no earlier than 1 February 2028, subject to receipt of requisite regulatory approvals.

A copy of the joint press release made by the Unilever Group and The Magnum Ice Cream Company in this regard is enclosed as Annex 1 for your reference.

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����������������������������������������������������������

For Unilever PLC

For The Magnum Ice Cream Company HoldCo 1 Netherlands B.V.

_____ __________

Authorised Signatory

Authorised Signatory

[ Verdi – Signature Page – Intimation Letter ] 508/528

Annex 1

Joint Press Release

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The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. agrees to acquire 61.9% of Kwality Wall’s (India) Limited from the Unilever Group

On 19 March 2024, Unilever PLC (“ Unilever ” and, together with its group companies, the “ Unilever Group ”) announced its decision to separate its global ice cream business into a stand-alone business.

The separation of the global ice cream business is expected to be completed in the fourth quarter of 2025 and the new company is known as ‘The Magnum Ice Cream Company’. The Magnum Ice Cream Company will be separated by way of a demerger, through listing of the business in Amsterdam, London and New York, the same three exchanges on which Unilever PLC shares are currently traded. The earlier press releases published by Unilever in this regard can be accessed at – https://www.unilever.com/news/press-and-media/press-releases/2024/unilever-to-accelerategrowth-action-plan-through-separation-of-ice-cream-and-launch-of-productivity-programme/ and https://www.unilever.com/news/press-and-media/press-releases/2025/resilient-performance-fullyear-outlook-reconfirmed/.

In India, the Unilever Group carries out its ice cream business through its subsidiary, Hindustan Unilever Limited (“ HUL ”) (NSE: HINDUNILVR; BSE: 500696), which is listed on the National Stock Exchange of India Limited (“ NSE ”) and BSE Limited (“ BSE ”). The Unilever Group holds 61.9% of the issued and paid-up share capital of HUL.

On 22 January 2025, HUL announced that it would demerge its ice cream business into an independent entity (i.e., Kwality Wall’s (India) Limited (“ KWIL ”)) pursuant to a scheme of arrangement in accordance with the provisions of the (Indian) Companies Act, 2013 (the “ India Demerger ”). On completion of the India Demerger, all equity shareholders of HUL will be issued shares of KWIL in the ratio of one KWIL share for each HUL share held at the record date, and these KWIL shares will be subsequently listed on the NSE and BSE.

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As a result, the Unilever Group is expected to hold 61.9% of the issued and paid-up share capital of KWIL following completion of the India Demerger. The press release published by HUL in this regard can be accessed at – https://nsearchives.nseindia.com/corporate/HINDUNILVR_22012025154929_SEIntimationIvorySig ned.pdf and https://www.bseindia.com/xml-data/corpfiling/AttachHis/fe0596ce-16af-404f-91403a279aec6df1.pdf.

The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (“ Magnum HoldCo ”), The Magnum Ice Cream Company B.V. and entities within the Unilever Group have today entered into a share purchase agreement (“ SPA ”) pursuant to which Magnum HoldCo has agreed to acquire all of the KWIL shares to be issued to the Unilever Group as a result of the India Demerger (i.e., 61.9% of the issued and paid-up share capital of KWIL). Completion of the acquisition of these shares pursuant to the SPA remains subject to:

• (a) Fulfilment of certain conditions in the SPA (including the successful demerger of KWIL from HUL and listing of KWIL shares) and receipt of requisite statutory and other approvals; and

• (b) Magnum HoldCo making an open offer to the public shareholders of KWIL for additional shares of KWIL in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

About Unilever

Unilever is a global consumer goods business with a portfolio of Beauty & Wellbeing, Personal Care, Home Care, Foods and Ice Cream brands. Our products are used by 3.4 billion consumers every day from household necessities to premium indulgences. We have around 120,000 employees and generated �60.8bn turnover in 2024.

For more information about Unilever and our brands, please visit www.unilever.com.

About Magnum HoldCo

Magnum HoldCo is a holding company within The Magnum Ice Cream Company. The Magnum Ice Cream Company will own the ice cream business which is to be separated from the Unilever Group by a way of a demerger that is expected to be completed in the fourth quarter of 2025. The Magnum Ice Cream Company will be incorporated and headquartered in the Netherlands, with shares listed in Amsterdam, London and New York.

For more information about The Magnum Ice Cream Company and the demerger, please visit https://www.unilever.com/investors/the-magnum-ice-cream-company-demerger/.

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Media Contacts

Unilever PLC Magnum HoldCo

Media: Investors: Unilever Press Office TMICC Investor Relations Team: press-office.london@unilever.com investor.relations-tmicc@unilever.com Investors:

Investor Relations Team investor.relations@unilever.com

This announcement may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Words and terminology such as ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’, ‘ambition’, ‘target’, ‘goal’, ‘plan’, ‘potential’, ‘work towards’, ‘may’, ‘milestone’, ‘objectives’, ‘outlook’, ‘probably’, ‘project’, ‘risk’, ‘seek’, ‘continue’, ‘projected’, ‘estimate’, ‘achieve’ or the negative of these terms and other similar expressions of future performance, results, actions or events, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current beliefs, expectations and assumptions regarding anticipated developments and other factors affecting the Unilever Group (the “ Group ”). They are not historical facts, nor are they guarantees of future performance or outcomes. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements.

Because these forward-looking statements involve known and unknown risks and uncertainties, a number of which may be beyond the Group’s control, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These forward-looking statements are based upon current beliefs, expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance or outcomes. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements.

The forward-looking statements speak only as of the date of this announcement. Except as required by any applicable law or regulation, the Group expressly disclaims any intention, obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange

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Commission, including in the Annual Report on Form 20-F 2024 and the Unilever Annual Report and Accounts 2024 available on our corporate website www.unilever.com.

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Separator Page

Annx 14E - Disclosure to NSE

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June 25, 2025

To

Corporate Relationship Department, The Secretary 2nd Floor, New Trading Wing, The National Stock Exchange of India Limited Rotunda Building, P.J. Towers, Exchange Plaza, 5th Floor, Dalal Street, Mumbai – 400 001 Plot No. C/1, G Block, Scrip Code: 500696 Bandra-Kurla Complex, Bandra East, Mumbai - 400 051 Symbol: HINDUNILVR

Sub: Disclosure of the Material Information about Kwality Wall’s (India) Limited

Ref: Observation letters No. NSE/LIST/46775 dated May 14, 2025 and No. DCS/AMAL/TS/R37/3581/2025-26 dated May 14, 2025 (“Observation Letters”), issued by National Stock Exchange of India Limited and BSE Limited (collectively the “Stock Exchanges”), respectively, in the matter of the scheme of arrangement amongst HUL and Kwality Wall’s (India) Limited and their respective shareholders and creditors under Section 230-232 and other applicable provisions of the Companies Act, 2013 (“Scheme”)

Intimation under Regulation 30 and Regulation 30A read with Clause 5A of Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/ Madam,

This is with reference to our (i) intimation dated January 22, 2025 informing about the decision of the Board of Directors of HUL approving the scheme of arrangement amongst HUL and Kwality Wall’s (India) Limited (“ KWIL ”) and their respective shareholders under Section 230232 and other applicable provisions of the Companies Act, 2013 for the demerger of the Ice Cream Business of HUL into KWIL (“ Scheme ”), subject to applicable regulatory and other approvals; and (ii) intimation dated May 14, 2025 informing about the receipt of the Observation Letters from the Stock Exchanges.

This disclosure is being made in respect of KWIL pursuant to the requirement in the Observation Letters requiring HUL to disclose material information about KWIL to the Stock Exchanges on a continuous basis, read with the provisions of Regulation 30 and Regulation 30A and clause 5A of Para A of Part A of Schedule III to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended till date) (" SEBI Listing Regulations "), and the circular no. SEBIIHO/CFD/CFD-PoD-1/P/CIRl2023/123 issued by SEBI on July 13, 2023 (" SEBI Circular ")

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In this regard, we inform you that Hindustan Unilever Limited (“ HUL ” or “ Company ”) has received a letter dated June 25, 2025 from Unilever PLC (“ Unilever ”) and The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (“ TMICC HoldCo ”), in relation to a share purchase agreement dated June 25, 2025 (“ SPA ”), having been entered into between Unilever, Unilever Group Limited, Unilever Overseas Holdings AG, Unilever UK&CN Holdings Limited, Unilever South India Estates Limited, Unilever Assam Estates Limited and Unilever Overseas Holdings B.V. (together, the “ Unilever Group Shareholders ”), TMICC HoldCo and The Magnum Ice Cream Company B.V., for the transfer to TMICC HoldCo of the stake that would come to be held by the Unilever Group Shareholders in KWIL upon the effectiveness of the Scheme (“ Unilever Letter ”).

Neither HUL nor KWIL is a party to the SPA.

The details required as per aforesaid SEBI Circular read with the SEBI Listing Regulations is enclosed as ‘ Annexure 1’ to this letter.

We request you to bring the above information on record.

Thanking you,

For Hindustan Unilever Limited

RADHIKA Digitally signed by RADHIKA KARTIK SHAH KARTIK SHAH Date: 2025.06.25 20:47:08 +05'30'

Radhika Shah Company Secretary & Compliance Officer Membership No: A19308

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Annexure 1

Disclosure of details of the agreement under Regulation 30A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13 July 2023

The disclosures applicable to the ‘listed entity’ as per the format of disclosure under the SEBI Circular, have been made in respect of Kwality Wall’s (India) Limited, a public unlisted subsidiary of HUL, based on and to comply with the conditions specified in the Observation Letters

S. No.	Particulars	Disclosure in respect of KWIL	Disclosure in respect of KWIL	Disclosure in respect of KWIL	Disclosure in respect of KWIL
1.	If the listed entity is a party to the agreement, details of the counterparties (including name and relationship with the listed entity);	Not applicable, as Kwality Wall’s (India) Limited (“KWIL”) is not a party to the share purchase agreement dated June 25, 2025 (“SPA”).
If the listed entity (in this case, KWIL) is not a party to the agreement:
2.	Name of the party entering into such an agreement and the relationship with listed entity		Name of the parties	Relationship with KWIL
			Unilever PLC, Unilever Group Limited, Unilever Overseas Holdings AG, Unilever UK&CN Holdings Limited, Unilever South India Estates Limited, Unilever Assam Estates Limited and Unilever Overseas Holdings B.V. (“Unilever Group Shareholders”)	The Unilever Group Shareholders are the promoter of HUL, which in turn, is a promoter of KWIL. KWIL is an indirect subsidiary of Unilever.

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3.	Details of the counterparties to the agreement (including name and relationship with listed entity)		Name of the counter- parties	Relationship with KWIL
			The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (“TMICC HoldCo”) The Magnum Ice Cream Company B.V. (“TMICC”)	Presently, TMICC and TMICC HoldCo are both companies forming part of the Unilever group. Both TMICC and TMICC HoldCo are wholly owned subsidiaries of Unilever.
4.	Date of entering into the agreement		June 25, 2025
5.	Purpose of entering into the agreement		The Unilever Group Shareholders, TMICC HoldCo and TMICC have executed the SPA for the acquisition by TMICC HoldCo of the entire equity shareholding in KWIL, that will come to be held by the Unilever Group Shareholders upon the effectiveness of the scheme of arrangement amongst HUL and KWIL and their respective shareholders under Section 230-232 and other applicable provisions of the Indian Companies Act, 2013 (“Scheme”).
6.	Shareholding, if any, in the entity with whom the agreement is executed		KWIL is not a party to the SPA.
7.	Significant terms of the agreement (in brief);		The letter from Unilever PLC setting out the key terms of the SPA is appended hereto as Annexure 2.
8.	Extent and the nature of impact on management or control of the listed entity		Upon the completion of the transfer of the entire shareholding in KWIL held by the Unilever Group Shareholders, KWIL will come to be controlled by and shall become a subsidiary of TMICC HoldCo.

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9.	Details and quantification of the restriction or liability imposed upon KWIL	N.A.
10.	Whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship	Yes. Presently, the Unilever Group Shareholders, TMICC and TMICC HoldCo are companies forming part of the Unilever group. At the time of the transfer(s) contemplated under the SPA, TMICC will be a separate listed entity.
11.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”	N.A., since KWIL is not a party to the SPA.
12.	In case of issuance of shares to the parties, details of issue price, class of shares issued;	N.A.
13.	Any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.;	N.A.
14.	In case of rescission, amendment or alteration, listed entity shall disclose additional details to the stock exchange(s): (a) name of parties to the agreement;	N.A.

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• (b) nature of the agreement;

• (c) date of execution of the agreement;

• (d) details and reasons for amendment or alteration and impact thereof (including impact on management or control and on the restriction or liability quantified earlier);

• (e) reasons for rescission and impact thereof (including impact on management or control and on the restriction or liability quantified earlier).

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25 June 2025

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To,

Board of Directors / Company Secretary Hindustan Unilever Limited

Unilever House, B. D. Sawant Marg, Chakala, Andheri East Mumbai – 400 099, Maharashtra, India

Re: Announcement of proposed acquisition of shares to be issued by Kwality Wall’s (India) Limited to the Unilever Group, pursuant to the demerger of the ice cream business of Hindustan Unilever Limited, by The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. Dear Sir,

We refer to the ongoing demerger of the ice cream business of Hindustan Unilever Limited (“ HUL into Kwality Wall’s (India) Limited (“ KWIL ”) pursuant to a scheme of arrangement in accordance with the provisions of the (Indian) Companies Act, 2013 (“ Demerger ”). Following completion of the Demerger, Unilever PLC, Unilever Group Limited, Unilever Overseas Holdings AG, Unilever UK&CN Holdings Limited, Unilever South India Estates Limited, Unilever Assam Estates Limited, Unilever Overseas Holdings B.V. (together, the “ Unilever Group Shareholders ”) will collectively hold 61.9% of the issued and paid-up share capital of KWIL.

This is to inform you that the Unilever Group Shareholders, The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (“ Magnum HoldCo ”) and The Magnum Ice Cream Company B.V. have today announced the execution of a share purchase agreement (“ SPA ”) pursuant to which Magnum HoldCo has agreed to acquire all of the KWIL shares to be issued to the Unilever Group Shareholders pursuant to the Demerger, comprising 61.9% of the issued and paid-up share capital of KWIL. Completion of the acquisition of these shares pursuant to the SPA (“ Closing ”) remains subject to:

• (a) fulfilment of certain conditions in the SPA (including the successful demerger of KWIL from HUL, and listing of KWIL shares) and receipt of requisite statutory and other approvals; and

• (b) Magnum HoldCo making an open offer to the public shareholders of KWIL for additional shares of KWIL in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Under the SPA, Unilever PLC has also agreed to use reasonable endeavours to facilitate by Closing or, to the extent not agreed by Closing, as soon as reasonably practicable thereafter, the agreement of the terms of a licence between Magnum IP Holdings B.V. and KWIL in relation to KWIL’s use of the intellectual property rights currently licensed to HUL for use in relation to the India ice cream

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business (the “ India IPRs ”), on substantially the same commercial terms as the existing licence arrangements and until a date no earlier than 1 February 2028. Further, Unilever PLC has been informed by The Magnum Ice Cream Company that, upon acquiring the India IPRs, The Magnum Ice Cream Company will ensure continued access to the India IPRs by HUL, and upon effectiveness of the Demerger, by KWIL, on substantially the same commercial terms as the existing licence arrangements and until a date no earlier than 1 February 2028, subject to receipt of requisite regulatory approvals.

A copy of the joint press release made by the Unilever Group and The Magnum Ice Cream Company in this regard is enclosed as Annex 1 for your reference.

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����������������������������������������������������������

For Unilever PLC

For The Magnum Ice Cream Company HoldCo 1 Netherlands B.V.

_____ __________

Authorised Signatory

Authorised Signatory

[ Verdi – Signature Page – Intimation Letter ] 523/528

Annex 1

Joint Press Release

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The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. agrees to acquire 61.9% of Kwality Wall’s (India) Limited from the Unilever Group

On 19 March 2024, Unilever PLC (“ Unilever ” and, together with its group companies, the “ Unilever Group ”) announced its decision to separate its global ice cream business into a stand-alone business.

The separation of the global ice cream business is expected to be completed in the fourth quarter of 2025 and the new company is known as ‘The Magnum Ice Cream Company’. The Magnum Ice Cream Company will be separated by way of a demerger, through listing of the business in Amsterdam, London and New York, the same three exchanges on which Unilever PLC shares are currently traded. The earlier press releases published by Unilever in this regard can be accessed at – https://www.unilever.com/news/press-and-media/press-releases/2024/unilever-to-accelerategrowth-action-plan-through-separation-of-ice-cream-and-launch-of-productivity-programme/ and https://www.unilever.com/news/press-and-media/press-releases/2025/resilient-performance-fullyear-outlook-reconfirmed/.

In India, the Unilever Group carries out its ice cream business through its subsidiary, Hindustan Unilever Limited (“ HUL ”) (NSE: HINDUNILVR; BSE: 500696), which is listed on the National Stock Exchange of India Limited (“ NSE ”) and BSE Limited (“ BSE ”). The Unilever Group holds 61.9% of the issued and paid-up share capital of HUL.

On 22 January 2025, HUL announced that it would demerge its ice cream business into an independent entity (i.e., Kwality Wall’s (India) Limited (“ KWIL ”)) pursuant to a scheme of arrangement in accordance with the provisions of the (Indian) Companies Act, 2013 (the “ India Demerger ”). On completion of the India Demerger, all equity shareholders of HUL will be issued shares of KWIL in the ratio of one KWIL share for each HUL share held at the record date, and these KWIL shares will be subsequently listed on the NSE and BSE.

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As a result, the Unilever Group is expected to hold 61.9% of the issued and paid-up share capital of KWIL following completion of the India Demerger. The press release published by HUL in this regard can be accessed at – https://nsearchives.nseindia.com/corporate/HINDUNILVR_22012025154929_SEIntimationIvorySig ned.pdf and https://www.bseindia.com/xml-data/corpfiling/AttachHis/fe0596ce-16af-404f-91403a279aec6df1.pdf.

The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (“ Magnum HoldCo ”), The Magnum Ice Cream Company B.V. and entities within the Unilever Group have today entered into a share purchase agreement (“ SPA ”) pursuant to which Magnum HoldCo has agreed to acquire all of the KWIL shares to be issued to the Unilever Group as a result of the India Demerger (i.e., 61.9% of the issued and paid-up share capital of KWIL). Completion of the acquisition of these shares pursuant to the SPA remains subject to:

• (a) Fulfilment of certain conditions in the SPA (including the successful demerger of KWIL from HUL and listing of KWIL shares) and receipt of requisite statutory and other approvals; and

• (b) Magnum HoldCo making an open offer to the public shareholders of KWIL for additional shares of KWIL in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

About Unilever

Unilever is a global consumer goods business with a portfolio of Beauty & Wellbeing, Personal Care, Home Care, Foods and Ice Cream brands. Our products are used by 3.4 billion consumers every day from household necessities to premium indulgences. We have around 120,000 employees and generated �60.8bn turnover in 2024.

For more information about Unilever and our brands, please visit www.unilever.com.

About Magnum HoldCo

Magnum HoldCo is a holding company within The Magnum Ice Cream Company. The Magnum Ice Cream Company will own the ice cream business which is to be separated from the Unilever Group by a way of a demerger that is expected to be completed in the fourth quarter of 2025. The Magnum Ice Cream Company will be incorporated and headquartered in the Netherlands, with shares listed in Amsterdam, London and New York.

For more information about The Magnum Ice Cream Company and the demerger, please visit https://www.unilever.com/investors/the-magnum-ice-cream-company-demerger/.

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Media Contacts

Unilever PLC Magnum HoldCo

Media: Investors: Unilever Press Office TMICC Investor Relations Team: press-office.london@unilever.com investor.relations-tmicc@unilever.com Investors:

Investor Relations Team investor.relations@unilever.com

This announcement may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Words and terminology such as ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’, ‘ambition’, ‘target’, ‘goal’, ‘plan’, ‘potential’, ‘work towards’, ‘may’, ‘milestone’, ‘objectives’, ‘outlook’, ‘probably’, ‘project’, ‘risk’, ‘seek’, ‘continue’, ‘projected’, ‘estimate’, ‘achieve’ or the negative of these terms and other similar expressions of future performance, results, actions or events, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current beliefs, expectations and assumptions regarding anticipated developments and other factors affecting the Unilever Group (the “ Group ”). They are not historical facts, nor are they guarantees of future performance or outcomes. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements.

Because these forward-looking statements involve known and unknown risks and uncertainties, a number of which may be beyond the Group’s control, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These forward-looking statements are based upon current beliefs, expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance or outcomes. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements.

The forward-looking statements speak only as of the date of this announcement. Except as required by any applicable law or regulation, the Group expressly disclaims any intention, obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange

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Commission, including in the Annual Report on Form 20-F 2024 and the Unilever Annual Report and Accounts 2024 available on our corporate website www.unilever.com.

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