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Hindustan Unilever Ltd. Proxy Solicitation & Information Statement 2026

Jun 2, 2026

59165_rns_2026-06-02_700cab66-d5a8-45b5-b3f3-87156cda4628.pdf

Proxy Solicitation & Information Statement

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Hindustan Unilever Limited,
Unilever House,
8 D Sawant Marg, Chakala,
Andheri East, Mumbai 400 099

Hindustan Unilever Limited

Tel: +91 (22) 50433000 | Web: www.hul.co.in | CIN: L15140MH1933PLC002030

2nd June, 2026

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

BSE Limited,
Corporate Relationship Department,
2nd Floor, New Trading Wing,
Rotunda Building, P.J. Towers,
Dalal Street,
Mumbai – 400 001

National Stock Exchange of India Ltd
Exchange Plaza, 5th Floor,
Plot No. C/1, G Block,
Bandra – Kurla Complex,
Bandra (E),
Mumbai – 400 051

Dear Sir/Madam,

Sub: Notice of 93rd Annual General Meeting of the Company

In terms of the requirements of Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Notice of the 93rd Annual General Meeting of the Company for the financial year 2025-26, scheduled to be held on Tuesday 30th June, 2026 at 02:00 P.M. (IST) through Video Conferencing/Other Audio Visual Means.

The said Notice also forms part of the Integrated Annual Report for the financial year 2025-26, submitted to the stock exchanges vide our letter dated 2nd June, 2026.

You are requested to kindly take the above information on record.

Thanking you,

Yours faithfully,

For Hindustan Unilever Limited

Radhika Kartik Shah
Digitally signed by
Radhika Kartik Shah
Date: 2026.06.02
20:41:03 +05'30'

Radhika Shah
Company Secretary & Compliance Officer
Membership No: A19308

Encl. as above


458

Hindustan Unilever Limited

Registered Office: Unilever House, B.D. Sawant Marg, Chakala, Andheri (East), Mumbai – 400 099.
CIN: L15140MH1933PLC002030, Website: www.hul.co.in,
E-mail ID: [email protected], Tel: +91 22 5043 2791/ 5043 2792

Notice of 93rd Annual General Meeting

Sr. No. Contents Type of Resolution Page No(s)
I. Resolution(s):
1. To receive, consider and adopt the audited financial statements (including audited consolidated financial statements) for the Financial Year ended 31st March, 2026 and the Reports of the Board of Directors and Auditors thereon. Ordinary 459-460
2. To confirm the payment of Interim Dividend of ₹19 per equity share of ₹1/- each and to declare Final Dividend of ₹22 per equity share of ₹1/- each for the Financial Year ended 31st March, 2026.
3. To appoint a Director in place of Mr. Nitin Paranjpe (DIN: 00045204), who retires by rotation and being eligible, offers his candidature for re-appointment.
4. To appoint a Director in place of Mr. Niranjan Gupta (DIN: 07806792), who retires by rotation and being eligible, offers his candidature for re-appointment.
5. To appoint a Director in place of Mr. B.P. Biddappa (DIN: 06586886), who retires by rotation and being eligible, offers his candidature for re-appointment.
6. Re-appointment of Ms. Ashu Suyash (DIN: 00494515) as an Independent Director of the Company Special
7. Ratification of remuneration to Cost Auditors for Financial Year ending 31st March, 2027 Ordinary
II. Notes for Members' Attention 460-468
III. Additional Information / Explanatory Notes 468-473

Important dates

Event Dates
Board Meeting Thursday, 30th April, 2026
AGM Date Tuesday, 30th June, 2026
Last date for KYC Update Friday, 12th June, 2026
Last date to submit the form for TDS exemption Tuesday, 16th June, 2026
Inspection Period Friday, 19th June, 2026 to Monday, 29th June, 2026
Cut-off date / Record Date (AGM e-voting / Final Dividend) Tuesday, 23rd June, 2026
Speaker Registration (last date) Tuesday, 23rd June, 2026 till 05:00 P.M. (IST)
Remote e-voting period Thursday, 25th June, 2026 09:00 A.M. (IST) to Monday, 29th June, 2026 05:00 P.M. (IST)
Date of Payment of Dividend On or after Friday, 3rd July, 2026

For Frequently Asked Questions in relation to the 93rd Annual General Meeting, please scan the below QR Code.

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HINDUSTAN UNILEVER LIMITED
INTEGRATED ANNUAL REPORT 2025-26


Notice

NOTICE is hereby given that the 93rd Annual General Meeting of Hindustan Unilever Limited (the Company) will be held on Tuesday, 30th June, 2026 at 02.00 P.M. (IST) through Video Conferencing / Other Audio-Visual Means (VC / OAVM), to transact the following businesses. The venue of the meeting shall be deemed to be the Registered Office of the Company at Unilever House, B.D. Sawant Marg, Chakala, Andheri (East), Mumbai – 400 099.

ORDINARY BUSINESS:

  1. Adoption of financial statements
    To receive, consider and adopt the audited financial statements (including audited consolidated financial statements) for the Financial Year ended 31st March, 2026 and the Reports of the Board of Directors and Auditors thereon.

  2. Declaration of Final Dividend and confirmation of Interim Dividend
    To confirm the payment of Interim Dividend of ₹19 per equity share of ₹1/- each and to declare Final Dividend of ₹22 per equity share of ₹1/- each for the Financial Year ended 31st March, 2026.

  3. Appointment of Mr. Nitin Paranjpe as a director, liable to retire by rotation
    To appoint a Director in place of Mr. Nitin Paranjpe (DIN: 00045204), who retires by rotation and being eligible, offers his candidature for re-appointment.

  4. Appointment of Mr. Niranjan Gupta as a director, liable to retire by rotation
    To appoint a Director in place of Mr. Niranjan Gupta (DIN: 07806792), who retires by rotation and being eligible, offers his candidature for re-appointment.

  5. Appointment of Mr. B.P. Biddappa as a director, liable to retire by rotation
    To appoint a Director in place of Mr. B.P. Biddappa (DIN: 06586886), who retires by rotation and being eligible, offers his candidature for re-appointment.

SPECIAL BUSINESS:

  1. Re-appointment of Ms. Ashu Suyash (DIN: 00494515) as an Independent Director of the Company
    To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made thereunder, and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the Members be and is hereby accorded for re-appointment of Ms. Ashu Suyash (DIN: 00494515), who has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and is eligible for re-appointment under the provisions of the Act, the Rules made thereunder and the Listing Regulations, and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act proposing her candidature for the office of a Director, as an Independent Director, not liable to retire by rotation, to hold office for a second term of five consecutive years i.e., from 12th November, 2026 upto 11th November, 2031.

RESOLVED FURTHER THAT the Board or any duly constituted Committee of the Board, be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution.”

  1. Ratification of remuneration to Cost Auditors for Financial Year ending 31st March, 2027:
    To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration payable to M/s. R Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010), appointed by the Board of Directors on the recommendation of the Audit Committee, as Cost Auditors of the Company to conduct the audit of the cost records of the Company


Notice of 93rd Annual General Meeting

for the financial year ending 31st March, 2027, amounting to ₹17.01 lakhs (Rupees Seventeen lakhs and One Thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses incurred in connection with the aforesaid audit, be and is hereby ratified.

RESOLVED FURTHER THAT the Board or any duly constituted Committee of the Board, be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution."

Registered Office:
Unilever House,
B. D. Sawant Marg, Chakala,
Andheri (East), Mumbai - 400099
Mumbai, 30th April, 2026

BY ORDER OF THE BOARD
Ms. Radhika Shah
Company Secretary & Compliance Officer
Membership No.: A19308

Notes for Members' Attention:

Virtual Meeting

  1. The Ministry of Corporate Affairs (MCA), vide its General Circular No. 20/2020 dated 5th May, 2020 read with the subsequent circulars issued from time to time, the latest one being General Circular No. 03/2025 dated 22nd September, 2025 (MCA Circulars), has allowed the Companies to conduct the Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) until further notice. In compliance with the provisions of the Companies Act, 2013 (the Act), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (Listing Regulations) and MCA Circulars, the 93rd AGM of the Company shall be conducted through VC/OAVM. National Securities Depository Limited (NSDL) will be providing facilities in respect of:

(a) voting through remote e-voting;
(b) participation in the AGM through VC/ OAVM facility;
(c) e-voting during the AGM.

The procedure for participating in the meeting through VC/OAVM is explained at Note No. 18 below and is also available on the website of the Company at www.hul.co.in.

  1. As per SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 which came into effect from 12th December, 2024, the requirement to send proxy forms is not applicable to general meetings held only through electronic mode. As this AGM would be conducted through VC / OAVM, the requirement to provide facility for appointment of Proxy by the Members is not applicable. Hence, the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.

Authorised Representative

  1. Institutional / Corporate Members are entitled to appoint authorised representatives to attend, participate at the AGM through VC / OAVM and cast their votes through e-voting. Institutional / Corporate Members are requested to send a scanned copy (PDF / JPEG format) of the Board Resolution authorising its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act, to the Scrutinizer at [email protected] and to [email protected].

Electronic dispatch of Annual Report

  1. In accordance with the circulars issued by MCA and SEBI, the Notice of the 93rd AGM along with the Integrated Annual Report for the Financial Year (FY) 2025-26 is being sent by electronic mode to Members whose E-mail IDs are registered with the Company or the Depository Participants (DPs).

Process for registration of e-mail ID to obtain electronic copy of Annual Report

Those Members who are holding shares in physical form and have not updated their E-mail IDs with the Company, are requested to update the same by submitting duly executed Form ISR-1 along with self-attested copy of the PAN Card, and self-attested copy of any document as address proof (e.g. Driving License, Voter Identity Card, Passport, Masked Aadhaar, etc.), to the Company's RTA at the below mentioned address or by e-mail to [email protected]:

KFin Technologies Limited,
Unit – Hindustan Unilever Limited
Selenium Building, Tower-B, Plot No. 31 & 32,
Gachibowli Financial District, Nanakramguda,
Hyderabad, Telangana – 500 032.

HINDUSTAN UNILEVER LIMITED
INTEGRATED ANNUAL REPORT 2025-26


Notice

  1. Members holding shares in dematerialised (demat) mode are requested to register / update their E-mail IDs with their relevant DPs. In case of any queries / difficulties in registering the E-mail IDs with their DPs, Members may write to the Company's RTA at [email protected].

Process for obtaining physical copy of Annual Report

  1. As per Listing Regulations, physical copy of the Annual Report is required to be sent only to those Members who specifically request for the same. Accordingly, Members who wish to obtain a physical copy of the Integrated Annual Report for the FY 2025-26, may write to the Company at [email protected], requesting for the same by providing their holding details.

  2. The Notice of the 93rd AGM along with Integrated Annual Report for the FY 2025-26, is available on the website of the Company at https://www.hul.co.in/investors/annual-reports-and-performance-highlights/annual-reports/, on the website of Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited and on the website of NSDL at www.evoting.nsdl.com.

Details of Directors seeking re-appointment

  1. Details as required in Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of the Directors seeking re-appointment at the AGM are provided at page nos. 471 to 473 of this Integrated Annual Report. Requisite declarations have been received from the Directors seeking re-appointment. The Managing Director and Independent Directors of the Company are not liable to retire by rotation.

Additional Information / Explanatory Statement

  1. Additional Information relating to certain items of Ordinary Business i.e. Item Nos. 3 to 5, and Explanatory Statement relating to items of Special Business i.e. Item Nos. 6 and 7 to be transacted at the AGM are annexed hereto.

Procedure for inspection of documents

  1. Documents referred to in the accompanying Notice of the 93rd AGM and the Explanatory Statement shall be available for inspection by the Members, without any fee, during normal business hours [09:00 A.M. to 05:00 P.M. (IST)], on all working days except Saturdays, from Friday, 19th June, 2026 to Monday, 29th June, 2026, either:

i. physically, at the Registered Office of the Company; or
ii. electronically, upon request sent to [email protected], from the registered e-mail ID mentioning the Member's name, Folio No. / Client ID and DP ID, the documents sought for inspection, along with a self-attested copy of the PAN card.

  1. During the AGM, the following documents shall be available for inspection upon login at NSDL e-Voting page at www.evoting.nsdl.com:

  2. Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act;

  3. Register of Contracts or Arrangements in which Directors are interested under Section 189 of the Act;
  4. Certificate from Secretarial Auditors of the Company certifying that ESOP Scheme of the Company is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Procedure for remote e-voting and e-voting during the AGM

  1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of the Listing Regulations and applicable Circulars, the Company is pleased to provide to its Members, the facility to exercise their right to vote on the resolutions proposed to be passed at the AGM by electronic means. For this purpose, the Company has entered into an agreement with NSDL, as the authorised agency for facilitating voting through electronic means. The facility of casting votes by Members using remote e-voting system as well as e-voting on the date of the AGM will be provided by NSDL.

  2. The Company has appointed Mr. S. N. Ananthasubramanian (FCS: 4206 and COP No.: 1774), or failing him Mr. S.N. Viswanathan (FCS: 13685 and COP No.: 24335), Practicing Company Secretaries, to act as the Scrutinizer, to scrutinise the entire e-voting process in a fair and transparent manner.

461


462

HINDUSTAN UNILEVER LIMITED
INTEGRATED ANNUAL REPORT 2025-26

Notice of 93rd Annual General Meeting

  1. Remote e-voting - Key Dates:
Record / Cut-off date (AGM e-voting / Final Dividend) Tuesday, 23rd June, 2026
Remote e-voting period
Period during which Members, as on the cut-off date, may cast their votes on electronic voting system from any location
Start Date and Time Thursday, 25th June, 2026 09:00 A.M. (IST)
End Date and Time Monday, 29th June, 2026 05:00 P.M. (IST)
  1. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the

Company as on the cut-off date. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.

  1. The facility for voting through e-voting system shall also be made available during the AGM. Members attending the AGM, who have not cast their vote by remote e-voting, shall be eligible to cast their vote through e-voting during the AGM. Members who have voted through remote e-voting shall be eligible to attend the AGM, however, they shall not be eligible to vote during the AGM. Members holding shares in physical form are requested to access the remote e-voting facility provided by the Company through NSDL e-voting system at www.evoting.nsdl.com/.

Procedure for remote e-voting

  1. For Individual Members holding shares in demat mode:
Steps For Members holding shares with DP registered with NSDL:
A For Members holding shares in demat mode with NSDL
1 The NSDL e-voting facility can be accessed either or Laptop or Mobile by typing the URL https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.
2. For logging in enter the 16-digit NSDL demat account number, PAN, Verification Code. The system will authenticate the Member by sending OTP on registered Mobile Number & E-mail ID.
3. After successful authentication, it will be redirected to e-Voting page.
4. 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 AGM
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 AGM.
Members who are not already registered and wish to register for NSDL IDeAS facility
Option of Direct Registration for IDeAS facility is available at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

Notice

Steps For Members holding shares with DP registered with NSDL:

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 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 AGM.

'NSDL Speede' Mobile App for e-voting

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

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Steps For Members holding shares with DP registered with CDSL

A For Members registered on CDSL Easi / Easiest facility

a. 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.
b. 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.
c. 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.

Members who are not already registered and wish to register for CDSL Easi / Easiest facility

Option of Direct Registration for Easi/Easiest facility is available at https://web.cdslindia.com/myeasitoken/Home/EasiRegistration or https://web.cdslindia.com/myeasitoken/Home/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://evoting.cdslindia.com/Evoting/EvotingLogin either on Laptop or Mobile.
  2. Members are required to provide their demat account number and PAN. The system will authenticate the Member by sending OTP on registered Mobile Number & E-mail ID.
  3. After successful authentication, click on link for e-voting against the Company for which the Member wishes to cast their vote.

Securities held in demat mode - login through DPs

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 AGM.

Important Note: Members who are unable to retrieve User ID / Password are advised to use the 'Forgot User ID / Password' option.

Advisory for Members

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.

463


464

Notice of 93rd Annual General Meeting

For Technical Assistance

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: [email protected] E-mail ID: helpdesk. [email protected]
Phone no.: 022 - 4886 7000 Phone 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.

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

Steps

For Members registered on NSDL IDeAS facility

  1. 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.
  2. 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 AGM.

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 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.

User ID details:

Manner of holding shares UserID
a) For Members holding shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID
b) For Members holding shares in demat account with CDSL. 16 Digit Beneficiary ID
c) For Members holding shares in Physical Form. EVEN (E-Voting Event Number) followed by HUL Folio Number
Members already registered for e-voting Existing password can be used for logging-in and casting vote.
Manner of holding shares UserID
--- ---
Members using NSDL e-voting system for the first time Initial password' communicated to Members is required to be entered.
Once entered, the system will prompt to change the password.

How to retrieve the Initial Password?

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

The password to open the pdf:

  • for shares held in NSDL account: 8 digit client ID;
  • for shares held in CDSL account: last 8 digits of client ID; and
  • for shares held in physical mode: folio number.

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

Members who are not able to retrieve the password, can send a request at [email protected] 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?

A. 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.
B. Upon confirmation, the message 'Vote cast successfully' will be displayed.
C. Once Members confirm their votes on the resolution(s), they will not be allowed to modify their votes.

Procedure to join the AGM on NSDL e-voting system

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

HINDUSTAN UNILEVER LIMITED

INTEGRATED ANNUAL REPORT 2025-26


Notice

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

  2. 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 such glitches.

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

  4. Members, who need assistance before or during the AGM, may send a request at [email protected] or use Contact no.: 022-4886 7000.

Procedure for e-voting during the AGM

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

  2. It is re-iterated that only those Members, who will be present in the AGM 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 during the AGM.

  3. Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote during the AGM.

  4. 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 022-4886 7000.

Procedure for Members who hold shares in physical mode for procuring User ID and Password

  1. Members whose shares are held in physical mode are requested to send the following details/ documents at [email protected] or [email protected].

  2. Name of the Shareholder

  3. Folio No.
  4. Self-attested copy of PAN and address proof
  5. Copy of Share Certificate (Front and Back)

Steps to register your e-mail ID for e-voting with your DPs (if not already registered)

  1. Members whose shares are held in demat mode are requested to send the following details/ documents at [email protected] or [email protected].

  2. Name of the Shareholder

  3. 16-digit DP ID Client ID or beneficiary ID
  4. Self-attested copy of PAN and address proof
  5. Copy of Client Master List or Consolidated Account Statement

E-voting results

  1. The results of the e-voting shall be declared to the Stock Exchanges after the conclusion of AGM. The results along with the Scrutinizer's Report, shall also be available on the website of the Company at https://www.hul.co.in/investors/shareholder-information-and-contacts/recent-news/.

Speaker Registration - Procedure to raise questions or seek clarifications with respect to Annual Report

  1. Members who would like to express their views or 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, E-mail ID and mobile number at [email protected]. Only those speaker registration requests received till 05:00 PM (IST) on Tuesday, 23rd June, 2026 shall be considered and allowed as Speakers during the AGM.

  2. The Company reserves the right to restrict the number of questions and speakers, as appropriate for smooth conduct of the AGM.

SEBI mandate on KYC Compliance

  1. SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 3rd November, 2021 as amended, has mandated registration of PAN, KYC details (viz., i. Contact Details, ii. Mobile Number, iii. Bank Account Details, iv. Signature), by holders of physical securities. Further, Members, who hold shares in physical form and whose folios are not updated with any of the above details, shall be eligible to get dividend only in electronic mode with effect from 1st April, 2024.

  2. Accordingly, payment of final dividend, subject to approval by the Members in the AGM, shall be paid to physical holders only after the above details are updated in their folios. Members may refer to FAQs issued by SEBI in this regard available on their website at https://www.sebi.gov.in/sebi_data/faqfiles/jan-2026/1767611333081.pdf (FAQ Nos. 47 & 48).

  3. Communication in this regard has been sent to all physical holders whose folios are not KYC compliant at the latest available address/E-mail ID. Members are once again requested to update their KYC details by


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submitting the Investor Service Request (ISR) Forms, viz. ISR-1, ISR-2, ISR-3/SH-13, as applicable, duly executed by the registered holder(s) to the Company's RTA, on or before Friday, 12th June, 2026 so that the KYC details can be updated in the folios before the cut-off date of Tuesday, 23rd June, 2026. ISR Forms can be accessed from our website at https://www.hul.co.in/investors/shareholder-information-and-contacts/investor-service-requests/.

SEBI mandate on issuance of securities only in demat mode

  1. Regulation 40 of Listing Regulations, as amended, mandates that transfer, transmission and transposition of securities of listed companies held in physical form shall be effected only in demat mode. Further, SEBI vide its Circular dated 25th January, 2022, has clarified that listed companies, with immediate effect, shall issue securities only in demat mode while processing any investor service requests including transmission, issuance of duplicate shares, deletion of name, exchange of shares, etc. In view of this as also to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to demat mode.

Dividend related Information

  1. Dividend - Key Dates:

| Record date
(for determining the Members
eligible for Final Dividend) | Tuesday, 23rd June, 2026 |
| --- | --- |
| Date of Payment | On or after Friday, 3rd July, 2026 |

  1. Members holding shares in demat form are hereby informed that bank particulars registered with their respective DPs, with whom they maintain their demat accounts, will be used by the Company for the payment of dividend. Members holding shares in demat form are requested to intimate any change in their address and / or bank mandate to their DPs only, as the Company or its RTA cannot act on any request received directly on the same.

> Note: As per SEBI requirements, effective 1st April, 2024, Companies are allowed to make dividend payments only in electronic mode. Hence, it is reiterated that Members, whose folios are not updated with PAN, KYC details or Choice of Nomination, are requested to update the above details by submitting the relevant ISR Forms before the cut-off date to ensure timely credit of dividends.

TDS related information

  1. Members may note that as per the Income Tax Act, 1961, as amended by the Finance Act, 2020 and as re-enacted under the Income Tax Act, 2025 (Income Tax Act), dividend income is taxable in the hands of the Members and the Company is required to deduct tax at source (TDS) from the dividend paid to the Members at the rates prescribed in the Income Tax Act. In order to enable the Company to determine the appropriate TDS rate as applicable, Members are requested to submit the documents in accordance with the provisions of the Income Tax Act and Rules thereunder.

a) For Resident Members: Tax shall be deducted at source under Section 393(1), Table Sr. No. 7 of the Income Tax Act at 10% on the amount of dividend declared and paid by the Company during FY 2026-27, subject to PAN details registered/ updated by the Member. If PAN is not registered/ updated in the demat account/ folio as on the cut-off date, TDS would be deducted @20% as per Section 397 of the Income Tax Act.

No tax at source is required to be deducted, if aggregate dividend paid or likely to be paid during the financial year to individual member does not exceed ₹ 10,000.

In case of individual shareholders, who are mandatorily required to have their PAN-Aadhaar linked and have not done so, their PAN would be considered as inoperative. Such inoperative PANs would be considered as invalid and a higher TDS rate as per Section 397 of the Income Tax Act would be applied. The Company will rely on the reports downloaded from the reporting portal of the income tax department for checking the validity of PANs / inoperative PANs under Section 397 of the Income Tax Act. Further, in cases where the Shareholder provides declaration in Form 121 (applicable to an Individual above the age of 60 years or any person other than a Company or a Firm), provided that the eligibility conditions are being met, no tax at source shall be deducted subject to the PAN of the member not having an 'In-operative' status as per the provisions of Section 262 of the Income Tax Act.

In case PAN of any Member falls under the category of 'In-operative', the Company shall deduct TDS @ 20% as per Section 262 read with section 397 of the Income Tax Act.

Further, in case of resident member having Order under Section 395 of the Income Tax Act, TDS will be deducted at the rate mentioned in the Order; provided the Member submits copy of the Order obtained from the income-tax authorities.

HINDUSTAN UNILEVER LIMITED

INTEGRATED ANNUAL REPORT 2025-26


Notice

b) For Non-resident Members: Tax at source shall be deducted under Section 393 of the Income Tax Act at the applicable rates. As per the relevant provisions of the Income Tax Act, the withholding tax shall be at the rate of 20% (plus applicable surcharge and cess) on the amount of dividend payable to Non-resident Members.

Further, in case of Foreign Institutional Investors and Foreign Portfolio Investors, tax shall be deducted at source @ 20% (plus applicable surcharge and cess) under Section 393 of the Income Tax Act.

As per Section 159 of the Income Tax Act, Non-resident Members may be entitled to avail lower TDS rate as per Double Taxation Avoidance Agreement (hereinafter referred to as 'DTAA' or 'Tax Treaty'). To avail the Tax Treaty benefits, the Non-resident Member will have to provide the following:

  • Copy of self-declaration in Form 41 filed electronically on the Income Tax portal for FY 2026-27 as per Rule 75 read with Rule 332 of Income Tax Rules, 2026 (along with copy of Tax Residency Certificate (TRC) obtained from the tax authorities of the country, of which the shareholder is resident, to be attached as a mandatory online filing requirement) if all the details required in this form are not mentioned in the TRC.
  • Copy of valid TRC (for FY 2026-27 or calendar year 2026)
  • Self-attested copy of the Permanent Account Number (PAN Card) allotted by the Indian Income Tax authorities.
  • Self-declaration in the format, certifying the following points

i. Shareholder is and will continue to remain a tax resident of the country of its residence during the FY 2026-27;
ii. Shareholder has no reason to believe that his/her claim for the benefits of the DTAA is impaired in any manner;
iii. Shareholder is the ultimate beneficial owner of his/her shareholding in the Company and dividend receivable from the Company; and
iv. Shareholder does not have a taxable presence or a permanent establishment in India during the FY 2026-27.

c) For all Members: In the event of any income tax demand (including interest, penalty, etc.)

arising from any misrepresentation, inaccuracy or omission of information provided / to be provided by the Member(s), such Member(s) will be responsible to indemnify the Company, and also provide the Company with all information / documents and co-operation in any proceedings.

Members holding shares under multiple accounts under different status / category and single PAN, may note that, higher of the tax as applicable to the status in which shares are held under a PAN will be considered on their entire holding in different accounts.

In case of any discrepancy in documents submitted by the Member, the Company will deduct tax at higher rate as applicable, without any further communication in this regard.

In case of joint Members, the member named first in the Register of Member is required to furnish the requisite documents for claiming any applicable beneficial tax rate.

  1. The Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction/ withholding on dividend amounts. Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review by the Company, of the documents submitted by the Non-resident Member.

  2. In order to enable the Company to determine the appropriate TDS/ withholding tax rate applicable, Members are requested to provide the aforesaid details and documents on or before Tuesday, 16th June, 2026. at https://riskfintech.com/clientservices/investors/taxforms.aspx. No communication on the tax determination/ deduction shall be entertained post Tuesday, 16th June, 2026. Members may note that in case the tax on said dividend is deducted at a higher rate due to non-receipt of the aforementioned details/ documents, there would still be an option available to the Member to file the return of income and claim an appropriate refund, if eligible.

  3. In accordance with the provisions of the Income Tax Act, TDS certificates can be made available to the Members at their registered E-mail ID after filing of the quarterly TDS Returns of the Company, post payment of the said Dividend.

  4. The Company has sent out a separate E-mail communication informing the Members regarding the relevant procedure to be adopted by the Members to avail the applicable tax rate as per the Income Tax Act.

Information relating to unpaid or unclaimed dividends (Investor Education and Protection Fund)

  1. As per Sections 124 and 125 of the Act and Investor Education and Protection Fund Authority (Accounting,

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Notice of 93rd Annual General Meeting

Audit, Transfer and Refund) Rules, 2016, as amended, dividends which remain unpaid or unclaimed by the shareholder for a period of seven consecutive years shall be transferred to the Investor Education and Protection Fund (IEPF). Further, the said provisions mandate companies to transfer the shares of shareholders whose dividends remain unpaid or unclaimed for a period of seven consecutive years, to the demat account of IEPF Authority.

  1. The detailed dividend history with due dates for transfer to IEPF and shareholder wise details of the unpaid or unclaimed amounts lying with the Company as on 31st March, 2026 are available on the website of the Company at https://www.hul.co.in/investors/shareholder-information-and-contacts/

information-on-dividends/ and on the website of MCA at https://www.mca.gov.in/content/mca/global/en/foportal/fologin.html.

  1. Members are requested to access the above link to check if any unpaid or unclaimed dividends are lying with the Company against their holdings. Members are then requested to contact the Investor Service Department of the Company / Company's RTA for encashing their unclaimed dividends, if any.

  2. Members whose dividends and/or shares are already transferred to the IEPF Authority can claim their dividends and/or shares from the IEPF Authority by following the Refund Procedure as detailed on the IEPF website at https://www.iepf.gov.in/IEPF/refund.html.

Additional Information in respect of Items of Ordinary Business:

Item Nos. 3, 4 and 5: Re-appointment of Directors retiring by rotation

Based on the terms of appointment, the Non-Executive and Non-Independent Chairman and all Executive Directors, except the Managing Director & Chief Executive Officer, of the Company are subject to retirement by rotation at every AGM. Accordingly, the following directors are liable to retire by rotation at the ensuing AGM:

  • Mr. Nitin Paranjpe (DIN: 00045204);
  • Mr. Niranjan Gupta (DIN: 07806792); and
  • Mr. B.P. Biddappa (DIN: 06586886).

Mr. Nitin Paranjpe was appointed as a Non-Executive Director and designated as Chairman of the Company with effect from 31st March, 2022 and the terms and conditions of his appointment are governed by resolution dated 16th April, 2022 passed through Postal Ballot.

Mr. Niranjan Gupta and Mr. B.P. Biddappa were appointed as Whole-time Directors of the Company with effect from 1st November, 2025 and 1st June, 2024 respectively. They have been appointed as Whole-time Directors, as per the provisions

of the Act and shall serve in accordance with the terms of contract of employment with the Company. The terms and conditions including the remuneration of Mr. Niranjan Gupta and Mr. B.P. Biddappa as Whole-time Directors are being governed within the overall limits of remuneration approved by the Members by resolution(s) passed through Postal Ballot dated 6th January, 2026 and at the AGM held on 21st June, 2024, respectively.

The abovementioned Directors, being eligible, have offered their candidature for re-appointment.

None of the Directors or Key Managerial Personnel and their relatives, other than the ones mentioned above, are concerned or interested (financially or otherwise) in the respective resolutions.

The Nomination and Remuneration Committee and the Board recommend their re-appointment based on the outcome of performance evaluation. Details as required in Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of the above mentioned directors are provided at page nos. 471 to 473.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as applicable):

Item No. 6: Re-appointment of Ms. Ashu Suyash (DIN:00494515) as Independent Director of the Company

As per Section 149(10) of the Act, an Independent Director shall hold office for a term of upto five consecutive years on the Board of a Company but shall be eligible for re-appointment on passing a Special Resolution by the Company for another term of upto five consecutive years. Further, as per Schedule IV of the Act read with Regulation 19 and Schedule II of the Listing Regulations, such re-appointment of an Independent Director shall be on the basis of performance evaluation of the Independent Director.

The Members of the Company, vide a resolution dated 12th January, 2022, had approved the appointment of Ms. Ashu Suyash (DIN: 00494515), as an Independent Director of the Company for a period of five consecutive years with effect from 12th November, 2021 till 11th November, 2026. While considering the proposal for the re-appointment of Ms. Ashu Suyash as an Independent Director, the Nomination and Remuneration Committee noted the positive outcome of her performance evaluation for the last three financial years, including the independent external evaluation conducted for FY 2025-26. The Committee also took note of Ms. Suyash's meaningful and constructive contributions to

HINDUSTAN UNILEVER LIMITED

INTEGRATED ANNUAL REPORT 2025-26


Notice

the deliberations of the Board and the Committees of which she is a member, which have enhanced the quality and effectiveness of such discussions. Further, the Committee acknowledged her consistent and committed participation in Board and Committee meetings throughout her tenure.

Based on independent external evaluation for FY 2025-26, it was also noted that during her tenure as the Audit Committee Chairperson, the Committee continued to demonstrate best-in-class governance standards, with robust oversight, high-quality independent deliberations, and sustained confidence from both the Board and management in its effectiveness.

Based on the above factors, the Nomination and Remuneration Committee recommended to the Board the re-appointment of Ms. Suyash as an Independent Director of the Company. At its meeting held on 30th April, 2026, the Board, based on the recommendation of the Nomination and Remuneration Committee and the outcome of the performance evaluation, and subject to the approval of the Members, approved the re-appointment of Ms. Ashu Suyash, being eligible for a second term, as an Independent Director of the Company for a period of five consecutive years, with effect from 12th November, 2026 to 11th November, 2031.

The Company has received notice under Section 160 of the Act from a Member proposing the candidature of Ms. Suyash as an Independent Director of the Company. The Company has also received a declaration of independence from Ms. Ashu Suyash. In terms of Regulation 25(8) of the Listing Regulations, she has also confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties as an Independent Director without any external influence. Further, she is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act, nor debarred from holding the office of director by virtue of any SEBI order or any other such authority. Ms. Suyash has confirmed that she is in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to her registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, Ms. Suyash fulfils the conditions of independence as set out in Section 149(6) and Schedule IV of the Act and Listing Regulations and is thereby eligible for re-appointment as an Independent Director.

A copy of the draft Letter of Appointment for Independent Director is available for inspection as per the procedure of inspection details provided in point no. 10 and 11 of this Notice.

The remuneration payable to Ms. Suyash shall be linked to the factors like chairmanship of committees, membership of committees, etc. and shall be governed by the Differential Remuneration Policy of the Company and the Members approval dated 21st June, 2024, as may be amended from time to time. Details of the sitting fees paid to Ms. Suyash during FY 2025-26, along with the commission payable to her for the year, form part of the Corporate Governance Report at page 226.

Ms. Suyash, being the appointee, is interested in the resolution set out at Item No. 6 of the Notice. Further, her relatives are also deemed to be interested in the resolution, to the extent of their shareholding, if any, in the Company. Save and except the above, none of the Directors, Key Managerial Personnel or their relatives are in any way, concerned or interested, financially or otherwise, in the resolution.

The Board firmly believes that the expertise, independence of judgement and diverse experience that Ms. Suyash brings would further strengthen the composition of the Board and its ability to provide effective oversight and strategic guidance. The Board further believes that her continued association as an Independent Director would be of significant value to the Company.

The Board, based on the recommendation of the Nomination and Remuneration Committee, considers the re-appointment of Ms. Ashu Suyash as an Independent Director in the interest of the Company and recommends the Special Resolution as set out at Item No. 6 for approval of Members.

Other Details as required in Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of the above mentioned directors are provided at page nos. 471 to 473.

Item No. 7: Ratification of remuneration to Cost Auditors for Financial Year ending 31st March, 2027

The Board of Directors of the Company, on the recommendation of the Audit Committee, at its meeting held on 30th April, 2026, approved the appointment of M/s. R. Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010) as the Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the FY ending 31st March, 2027 at a remuneration of ₹17.01 lakhs (Rupees Seventeen lakhs One Thousand Only) plus applicable taxes and out-of-pocket expenses incurred by the Cost Auditors in connection with the aforesaid audit.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit


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Notice of 93rd Annual General Meeting

and Auditors) Rules, 2014, the Members of the Company are required to ratify the remuneration proposed to be paid to the Cost Auditors.

None of the Directors or Key Managerial Personnel or their relatives, are concerned or interested, financially or otherwise, in this Resolution.

The Board recommends the Ordinary Resolution set out at Item No. 7 for the approval of Members.

Registered Office:
Unilever House,
B. D. Sawant Marg, Chakala,
Andheri (East), Mumbai - 400099
Mumbai, 30th April, 2026

BY ORDER OF THE BOARD
Ms. Radhika Shah
Company Secretary & Compliance Officer
Membership No.: A19308

Attention Members

Manner of registering/ updating E-mail address

Members holding shares in physical form and who have not registered/updated their E-mail Id with the Company are requested to register/update their E-mail Id by sending in duly filled and signed Form ISR-1 (Form for registering PAN, KYC details or changes/ updation thereof), to the Registrar and Share Transfer Agent of the Company – KFin Technologies Limited at Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana, India - 500 032 or by e-mail to [email protected] from their registered E-mail ID.

Manner of joining the AGM

Facility to attend the AGM through VC/ OAVM is available through the NSDL e-voting system at www.evoting.nsdl.com.

TDS on Dividend

Members may note that as per the Income-tax Act, 1961, dividend income is taxable in the hands of the Members and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at rates prescribed in the Income Tax Act, 1961, as amended by the Finance Act, 2020 and as re-enacted under the Income Tax Act, 2025 (Income Tax Act).

Members are requested to submit the documents in accordance with the provisions of the Income Tax Act at https://ris.kfintech.com/clientservices/investors/taxforms.aspx.

HINDUSTAN UNILEVER LIMITED
INTEGRATED ANNUAL REPORT 2025-26


Notice

DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT

(Pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings)

Name of Director Mr. Nitin Paranjpe Mr. Niranjan Gupta Mr. B.P. Biddappa Ms. Ashu Suyash
DIN 00045204 07806792 06586886 00494515
Date of Birth 4th March, 1963 30th January, 1971 13th December, 1966 2nd February, 1967
Age 63 years 55 years 59 years 59 years
Date of first appointment on the Board 31st March, 2022 1st November, 2025 1st June, 2024 12th November, 2021
Brief Profile For detailed profile of the Directors, please refer to page 474 of this Integrated Annual Report.
Qualification Mr. Nitin Paranjpe holds a bachelor's degree in Mechanical Engineering and an MBA in Marketing from Jamnalal Bajaj Institute of Management in Mumbai. Mr. Niranjan Gupta is professionally qualified as a Chartered Accountant, a Cost & Works Accountant and a Company Secretary. Mr. B.P. Biddappa holds a bachelor's degree in Economics from Delhi University and a post-graduation diploma in Personnel Management & Industrial Relations from XLRI Jamshedpur. Ms. Ashu Suyash is a Chartered Accountant from the Institute of Chartered Accountants of India and holds a Bachelor's degree in Commerce from the University of Mumbai.
Experience 42 years 30 years 36 years 35 years
Nature of expertise in specific functional areas • Leadership expertise
• Crafting Business Strategies
• Understanding of Emerging Markets and Consumer Insights
• Financial Expertise and Risk Management
• Experience of overseeing large and complex business operations requiring proven administrative & managerial skills
• Corporate Governance and Legal Framework
• Purposeful Business & Sustainability / ESG
• People & Talent Development • Leadership expertise
• Crafting Business Strategies
• Understanding of Emerging Markets and Consumer Insights
• Financial Expertise and Risk Management
• Experience of overseeing large and complex business operations requiring proven administrative & managerial skills
• Cyber Security, Digital / Information Technology & Data Governance
• Corporate Governance and Legal Framework
• Purposeful Business & Sustainability / ESG
• People & Talent Development • Leadership expertise
• Crafting Business Strategies
• Understanding of Emerging Markets and Consumer Insights
• Experience of overseeing large and complex business operations requiring proven administrative & managerial skills
• Corporate Governance and Legal Framework
• Purposeful Business & Sustainability / ESG
• People & Talent Development • Leadership expertise
• Crafting Business Strategies
• Understanding of Emerging Markets and Consumer Insights
• Financial Expertise and Risk Management
• Experience of overseeing large and complex business operations requiring proven administrative & managerial skills
• Corporate Governance and Legal Framework
• Purposeful Business & Sustainability / ESG
• People & Talent Development

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Notice of 93rd Annual General Meeting

Name of Director Mr. Nitin Paranjpe Mr. Niranjan Gupta Mr. B.P. Biddappa Ms. Ashu Suyash
Terms and conditions of appointment As per the resolution dated 16th April, 2022 passed through Postal Ballot. For details refer Notice of Postal Ballot and Explanatory Statement thereto at - https://www.hul.co.in/files/postal-ballot-notice-2022.pdf Further, following the retirement of Mr. Paranjpe from his executive role as Chief Transformation Officer & Chief People Officer at Unilever PLC., the Board, upon the recommendation of the Nomination and Remuneration Committee, approved the proposal to remunerate him for his role as Non-Executive Chairman, effective 1st June, 2025. For further details please refer page 225 of the Corporate Governance Report. As per the resolution dated 6th January 2026, passed through Postal Ballot. For details refer Notice of Postal Ballot and Explanatory Statement thereto at - https://www.hul.co.in/files/hul-postal-ballot-notice.pdf As per the resolution dated 21st June, 2024 passed at the 91st AGM. For details refer Notice of 91st AGM and Explanatory Statement thereto at - https://www.hul.co.in/files/hul-notice-of-91st-annual-general-meeting-240524.pdf Re-appointment as Independent Director, for a second term of five consecutive years, with effect from 12th November, 2026 to 11th November, 2031. For further details, refer Notice and Explanatory Statement
Details of remuneration last drawn (FY 2025-26) For details on remuneration, please refer to page 226 of our Corporate Governance Report.
Details of remuneration sought to be paid For details on Directorships in other Companies (excluding foreign companies) please refer to Profile of Directors from pages 474 to 480 of this Integrated Annual Report.
Directorships in other Companies (excluding foreign companies) For details on Directorships in other Companies (excluding foreign companies) please refer to Profile of Directors from pages 474 to 480 of this Integrated Annual Report.

Notice

Name of Director Mr. Nitin Paranjpe Mr. Niranjan Gupta Mr. B.P. Biddappa Ms. Ashu Suyash
Membership/Chairpersonship of Committees in other companies (excluding foreign companies) For details on Membership/ Chairpersonship of Committees in other Companies (excluding foreign companies) please refer to Profile of Directors from pages 474 to 480 of this Integrated Annual Report.
Listed entities from which the Director has resigned in last 3 (three) years Nil • Ather Energy Limited
• Hero Motocorp Limited (as Chief Executive Officer) Nil Nil
No. of Board Meetings attended during FY 2025-26 Board Meeting - 10 out of 10 Board Meeting - 3 of out 3 (From the effective date of appointment) Board Meeting - 10 out of 10 Board Meeting - 10 out of 10
Audit Committee Meeting - 9 out of 9
Nomination & Remuneration Committee Meeting - 7 out of 7
Risk Management Committee Meeting - 2 out of 2
Inter-se relationship with other Directors and Key Managerial Personnel of the Company None None None None
No. of shares held (as on the date of this Notice):
Own 1,24,509 1,500 500 Nil
For other persons on a beneficial basis Nil Nil Nil Nil

DIRECTORS' INTEREST

None of the Directors of the Company are inter-se related to each other. The Directors seeking approval for re-appointment may be deemed to be concerned or interested to the extent of shares held by them in the Company as given in the table below:

Name of the Director No. of Shares % Holding
Nitin Paranjpe 1,24,509 0.0053
Priya Nair 28,218 0.0012
Niranjan Gupta 1,500 0.0001
B.P. Biddappa 500 0.0000
Neelam Dhawan 454 0.0000

Note: Shareholding as on financial year ended 31st March, 2026.
None of the other Directors except the ones mentioned above hold any shares in the Company as on 31st March, 2026.


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Notice of 93rd Annual General Meeting

PROFILE OF DIRECTORS

NITIN PARANJPE

(DIN: 00045204)

Mr. Nitin Paranjpe (63) is the Non-Executive Chairman of Hindustan Unilever Limited.

He was a part of the Unilever Leadership Executive for over a decade. He was Unilever's Chief Transformation and Chief People Officer from 2022 to 1st June, 2024. Earlier, he was Unilever's Chief Operating Officer (COO), delivering in-year results (P&L) for Unilever globally, leveraging synergies, building future capabilities, and accelerating the organisation's digitisation.

Before becoming Unilever's COO, he was President of Foods & Refreshment for Unilever. From 2013 to 2017, he was President of Unilever's Home Care Division.

He joined Hindustan Lever Limited in 1987, where he held various marketing and sales roles. In 2000, he moved to Unilever London and was involved in reviewing the organisation's structure. In 2001, he was Executive Assistant to the Chairman and Unilever Executive Committee.

On his return to India in 2002, he held several senior positions in Laundry and Household Care, including Vice President of Home Care (2004) and Executive Director of Home and Personal Care (2006). In April 2008, he was appointed Chief Executive Officer of Hindustan Unilever Limited, and Executive Vice President of Unilever, South Asia.

In 2019, he won the GG2 Hammer Award for his efforts in blazing a trail for diversity. In 2020, the Women of the Future Network gave him a Kindness Award in recognition of his leadership, guidance, and empathy. He holds a bachelor's degree in Mechanical Engineering and an MBA in Marketing from Jamnalal Bajaj Institute of Management in Mumbai.

Directorship in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited Non-Executive Chairman
Infosys Limited Vice Chairman and Independent Director
Unlisted:
Indian School of Business Director

Membership/Chairpersonship of Board Committees in companies:

Name of the company Designation
Listed:
Infosys Limited
Audit Committee Member
Nomination and Remuneration Committee Member
Risk Management Committee Member

PRIYA NAIR

(DIN: 07119070)

Ms. Priya Nair (54) is the Chief Executive Officer and Managing Director of Hindustan Unilever Limited. She is also a member of the Unilever Leadership Executive.

Prior to this, she was the President, Beauty & Wellbeing, Unilever where she was responsible for a €13 billion business, which is comprised of four key pillars: Hair Care, Skin Care, Prestige Beauty, and Health and Wellbeing brands across more than 20 markets. Before becoming President, Beauty & Wellbeing, she was the Global Chief Marketing Officer for Unilever's Beauty & Wellbeing business. She was responsible for global revenue growth and profit, brand equity management, brand building, global innovation programme delivery and digital marketing transformation.

While in Hindustan Unilever Limited, she led the Beauty & Personal Care and Home Care businesses. As Head of Home Care, she led the turnaround of the business through sustainability-led innovation, portfolio premiumisation, and brand rejuvenation.

She joined Hindustan Unilever Limited in 1995 and held various roles in sales and marketing across Home, Beauty, and Personal Care. Her experience spans 30 years at Unilever. She has been recognised among the most influential Indian women in business by Business Today and Fortune India. WWD has recognised Priya as one of the top global leaders in beauty worldwide.

She is a commerce graduate from Sydenham College and MBA from Symbiosis Institute of Business Management, Pune. She has also completed her executive education at Harvard Business School.


Notice

Directorship in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited Managing Director & Chief Executive Officer
Unlisted:
Breach Candy Hospital Trust Nominee Director

Membership/Chairpersonship of Board Committees in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited
Stakeholders’ Relationship Committee Member
Risk Management Committee Member

NIRANJAN GUPTA

(DIN: 07806792)

Mr. Niranjan Gupta (55) is the Executive Director, Finance & Chief Financial Officer of Hindustan Unilever Limited (HUL).

He is an accomplished leader with 30 years of experience across FMCG, Metals & Mining, and the Auto Sector in Developed and Emerging markets, spanning both global and local roles.

He started his career with HUL, where he held several leadership roles over 20 years, across Finance and Supply Chain, including Chief Procurement Officer of South Asia and Global Category Finance Director in London. He later moved to Vedanta Resources as CFO of the Aluminium and Power business. His stellar journey continued as he joined Hero MotoCorp as CFO and later became CEO.

His tenure at Hero MotoCorp was marked by strategic transformation, portfolio reshaping, financial resilience, and industry-wide collaborations, which helped create a platform for long-term, profitable growth during a period of major transformation in the mobility sector. He has served as member of various Boards including EV start up, Ather Energy.

He is professionally qualified as a Chartered Accountant, a Cost & Works Accountant and a Company Secretary. He enjoys music, writing, and travelling.

Directorship in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited Executive Director, Finance & Chief Financial Officer
Tenneco Clean Air India Limited Independent Director & Chairman
Unlisted:
Unilever India Limited Additional Director
Hindustan Unilever Foundation Additional Director

Membership/Chairpersonship of Board Committees in companies:

Name of the company Designation
Listed:
Tenneco Clean Air India Limited
IPO Committee Chairperson
CSR Committee Chairperson
Audit Committee Member
Stakeholders’ Relationship Committee Member
Unlisted:
Unilever India Limited
CSR Committee Member

B.P. BIDDAPPA

(DIN: 06586886)

Mr. B.P. Biddappa (59) is the Executive Director and Chief People, Transformation and Sustainability Officer of Hindustan Unilever Limited (HUL).

Prior to this, he was the Chief HR Officer for Unilever's Global Home Care business and the Global Head of Employee Relations. During his five-year tenure in Global Home Care and as part of a wider portfolio, he led two critical expertise functions for Unilever globally: Organisational Development & People Analytics and Employee Relations. During this period, he was also instrumental in helping build Unilever's Health & Wellbeing business.

He previously led the HR function for HUL and Unilever South Asia as the Executive Director of HR from 2013 to 2019. During that time, he established the Winning in Many Indias approach, creating a more agile and focused business unit framework in South Asia. On the Sustainability front, Prabhat, HUL's community development initiative that touches millions of lives across India, was launched under his leadership.

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HINDUSTAN UNILEVER LIMITED
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Notice of 93rd Annual General Meeting

Mr. Biddappa started his over three-decade career in Unilever with a factory stint in HUL and then moved on to undertake a variety of roles, from leadership development to business partnering, across several Unilever businesses. He has led HR for Unilever in Maghreb, Bangladesh, India and for Unilever's Supply Chain and Finance teams in Asia, Africa, and Russia while he was based in Singapore.

He joined Unilever in 1992 after a stint as a Consultant at AF Ferguson & Co, New Delhi.

He graduated with an Economics degree from Delhi University and has a post-graduation diploma in Personnel Management & Industrial Relations from XLRI Jamshedpur.

Directorship in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited Executive Director and Chief People, Transformation and Sustainability Officer
Unlisted:
Hindustan Unilever Foundation Director
Levers Associated Trust Limited Director

Mr. B.P. Biddappa does not hold any Membership/Chairpersonship of the Board Committees in Hindustan Unilever Limited and other companies.

ASHU SUYASH (DIN: 00494515)

Ms. Ashu Suyash (59) is an Independent Director on the Board of Hindustan Unilever Limited (HUL). She is the Chairperson of the Audit Committee and a Member of the Nomination and Remuneration Committee and Risk Management Committee of HUL.

Ms. Suyash is a successful leader with over 35 years of experience in the Indian financial services and the global information services sector. Her experience spans banking, capital markets, investment management, ratings and analytics. She is the Founder & CEO of Colossa Ventures, a unique venture capital firm that backs exceptional women entrepreneurs setting up innovative businesses with capital, capability, and confidence building.

Ms. Suyash is also an Independent Director on the Boards of Kotak Mahindra Bank Limited and Tata Elxsi Limited.

Prior to setting up Colossa, Ms Suyash was the Managing Director & CEO of CRISIL Limited, and a member of the Global Operating Committee of S&P Global Inc. She played a pivotal role in enabling CRISIL to regain its

Ratings Leadership position and grow its local and global research & analytics businesses into a leading Global analytics company.

Ms. Suyash previous roles were as CEO of L&T Investment Management Limited, Country Head and Managing Director Fidelity India Mutual Fund Business and Head of Strategy and Business Development at Citibank India.

Ms. Suyash is a Chartered Accountant from the Institute of Chartered Accountants of India and holds a Bachelor's Degree in Commerce from the University of Mumbai.

Directorship in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited Independent Director
Kotak Mahindra Bank Limited Independent Director
Tata Elxsi Limited Independent Director

Membership/Chairpersonship of Board Committees in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited
Audit Committee Chairperson
Nomination and Remuneration Committee Member
Risk Management Committee Member
Kotak Mahindra Bank Limited
Audit Committee Chairperson
Risk Management Committee Member
Subsidiary Oversight & Governance Committee Member
Tata Elxsi Limited
Nomination and Remuneration Committee Chairperson
Audit Committee Member
Risk Management Committee Member

RANJAY GULATI (DIN: 03627064)

Mr. Ranjay Gulati (63) is an Independent Director on the Board of Hindustan Unilever Limited (HUL). He is the Chairperson of the Stakeholders' Relationship Committee and a Member of the Nomination and Remuneration Committee and the CSR-ESG Committee of HUL.


Notice

Mr. Gulati comes with a rich understanding of Business Strategy and is a Professor at Harvard Business School. He is an expert on leadership, strategy and organisational growth. He has also chaired the Advanced Management Program, a flagship Senior Leader Executive Program at the Harvard Business School.

He is the past President of the Business Policy and Strategy Division at the Academy of Management and an elected fellow of the Strategic Management Society. He is ranked as one of the top ten most cited scholars in Economics and Business over a decade by ISI-Incite. The Economist, Financial Times, and the Economist Intelligence Unit have listed him among the handful of business school scholars whose work is most relevant to management practice. He has been a Harvard MacArthur Fellow and a Sloan Foundation Fellow.

Mr. Gulati holds a Master's Degree in Management from the MIT Sloan School of Management and a Ph.D. in Organisational Behaviour from Harvard University. He graduated in Economics from St Stephen's College, Delhi University and earned a second Bachelor's Degree in Computer Science from Washington State University in the United States.

Directorship in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited Independent Director

Membership/Chairpersonship of Board Committees in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited
Stakeholders' Relationship Committee Chairperson
Nomination and Remuneration Committee Member
CSR – ESG Committee Member

NEELAM DHAWAN

(DIN: 00871445)

Ms. Neelam Dhawan (66) is an Independent Director on the Board of Hindustan Unilever Limited (HUL). She is the Chairperson of the Nomination and Remuneration Committee and a Member of the Audit Committee, Risk Management Committee and CSR-ESG Committee of HUL.

Ms. Dhawan has vast experience in the information technology industry and, since 1982, has held various positions, including that of Managing Director, across HCL, IBM, Microsoft, and Hewlett Packard. Her last executive assignment was as Vice President of Asia Pacific and Japan for Hewlett Packard Enterprise until March 2018.

Over several years, leading business journals such as Fortune, Forbes and Business Today have recognised her as one of the Most Powerful Women in Business. Her main area of expertise is managing complex technology businesses in highly matrixed organisations. She has experience in IT transformation across multiple industries: banking and finance, telecommunications, manufacturing, health care and government.

Ms. Dhawan has been a key participant in shaping the IT industry in India. She was on the NASSCOM Executive Council from 2009 to 2017 and significantly contributed to the industry strategy and public policy frameworks. She is passionate about encouraging Diversity at Work and Women in Technology. She has been working on various initiatives to encourage STEM education for girls.

She is currently a Non-Executive Independent Director at Capita PLC, Tech Mahindra Limited, Fractal Analytics Limited and Data Security Council of India. She is the Chairperson & Independent Director of a startup, Capillary Technologies India Limited, Ather Energy Limited and Delhivery Limited. She was on the Supervisory Board of Royal Philips, Netherlands (2012 to 2022) and the Head of IBM India Advisory Board from December 2018 to August 2020.

Ms. Dhawan is an Economics Graduate from St Stephen's College, Delhi University. She also has an MBA degree from the Faculty of Management Studies, University of Delhi, India.

Directorship in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited Independent Director
Ather Energy Limited Chairperson & Independent Director
Capillary Technologies India Limited Chairperson & Independent Director
Fractal Analytics Limited Independent Director
Tech Mahindra Limited Independent Director
Delhivery Limited Chairperson & Independent Director
Unlisted:
Nudge Lifeskills Foundation Director
Data Security Council of India Additional Director

Notice of 93rd Annual General Meeting

Membership/Chairpersonship of Board Committees in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited
Nomination and Remuneration Committee Chairperson
Audit Committee Member
Risk Management Committee Member
CSR – ESG Committee Member
Capillary Technologies India Limited
Stakeholders’ Relationship Committee Chairperson
Risk Management Committee Chairperson
Audit Committee Member
Nomination and Remuneration Committee Member
Ather Energy Limited
Stakeholders’ Relationship Committee Chairperson
Audit Committee Member
Nomination and Remuneration Committee Member
Fractal Analytics Limited
Audit Committee Chairperson
Corporate Social Responsibility & Environmental, Social, and Governance Committee Member
Tech Mahindra Limited
Risk Management Committee Member
Corporate Social Responsibility Committee Member
Delhivery Limited
Risk Management Committee Member
Nomination and Remuneration Committee Member
Merger and Acquisition Committee Member

TARUN BAJAJ

(DIN: 02026219)

Mr. Tarun Bajaj (63) is an Independent Director on the Board of Hindustan Unilever Limited (HUL). He is the Chairperson of the CSR-ESG Committee and a Member of the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Risk Management Committee of HUL.

Mr. Bajaj has served in the Indian Administrative Service for close to 35 years before superannuating in November 2022. His last assignment was as Revenue Secretary to the Government of India during the challenging period of the Covid-19 pandemic, where he adeptly navigated and managed both direct and indirect tax revenues for the Government of India. His leadership was instrumental

in stabilising the Goods and Services Tax (GST). Under his guidance, the monthly revenue collection saw significant growth, showcasing his ability to drive positive outcomes even in challenging circumstances.

Prior to being the Revenue Secretary, he also served as the Economic Affairs Secretary, where he was responsible for various important policy matters related to the Indian economy, including fiscal policy, investments, infrastructure financing and matters relating to Multilateral institutions. He played a key role in formulating the Government's economic response to the COVID-19 pandemic, including the rollout of various relief measures and economic stimulus packages. He also played a key role in the formulation of the Central Government budgets for 2021-22 and 2022-23.

As Economic Affairs Secretary, Mr. Bajaj chaired the National Investment and Infrastructure Fund (NIIF) and served as the Director on the Central Board of the Reserve Bank of India and SEBI. Additionally, he held significant positions as the Governor of India for the International Fund for Agricultural Development (IFAD) and as an Alternate Governor for India at the World Bank, the Asian Development Bank (ADB), the Asian Infrastructure Investment Bank (AIIB), and the New Development Bank (NDB). He has also served on the Boards of Small Industries Development Bank of India (SIDBI), Bank of Maharashtra, Bank of India, General Insurance Corporation Limited, New India Assurance Company Limited and United India Insurance Company Limited.

After his superannuation, Mr. Bajaj serves as an Independent Director on the Boards of leading Public Listed Companies, namely Tech Mahindra Limited, Bajaj Finance Limited and Tata Power Company Limited. He is also an Advisor to leading entities in India and abroad.

He has a Bachelor's Degree in Commerce from Shri Ram College of Commerce, Delhi University, Post Graduate Diploma in Management (MBA) from IIM Ahmedabad and a Postgraduate (M.Sc.) from the London School of Economics and Political Science. He is also a CFA from the Institute of Chartered Financial Analysts of India, Hyderabad.

Directorship in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited Independent Director
Bajaj Finance Limited Independent Director
Tech Mahindra Limited Independent Director
Tata Power Company Limited Independent Director
Unlisted:
Phonepe Limited Independent Director

HINDUSTAN UNILEVER LIMITED

INTEGRATED ANNUAL REPORT 2025-26


Notice

Membership/Chairpersonship of Board Committees in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited
CSR - ESG Committee Chairperson
Audit Committee Member
Nomination and Remuneration Committee Member
Stakeholders' Relationship Committee Member
Risk Management Committee Member
Tata Power Company Limited
Audit Committee Member
Tech Mahindra Limited
Audit Committee Chairperson
Risk Management Committee Member
Bajaj Finance Limited
Audit Committee Member
Risk Management Committee Member
Customer Service Committee Member
Special Committee for Monitoring and Follow up of cases of Frauds Member
Unlisted:
Phonepe Limited
Risk Management Committee Chairperson

BOBBY PARIKH

(DIN: 00019437)

Mr. Bobby Parikh (62) is an Independent Director on the Board of Hindustan Unilever Limited (HUL). He is the Chairperson of the Risk Management Committee and a Member of the Audit Committee of HUL.

Mr. Bobby Parikh is the Managing Partner of Bobby Parikh Associates, a boutique advisory firm specialising in strategic tax and regulatory services.

With extensive experience spanning several decades, Mr. Parikh has advised clients across diverse industries during a period of significant deregulation and progressive transformation of India's policy framework. His focus has been on assisting businesses, both Indian and multinational, in interpreting the implications of these changes, enabling them to leverage emerging opportunities and address associated challenges.

Mr. Parikh has led teams providing counsel on entry strategies for multinational corporations entering India and Indian companies expanding overseas, business model identification, structuring of business presence, mergers, acquisitions, and other forms of business reorganisations. His core expertise lies in delivering tax and regulatory advice for transactions and reorganisations—whether inbound, outbound, or domestic. In this capacity, he works extensively with private equity funds, institutional investors, and business owners to develop bespoke solutions that align with commercial objectives.

In addition to client advisory, Mr. Parikh collaborates closely with regulators and policymakers, offering input to aid the development of new regulations and policies, assessing their implications, and providing feedback to enhance their effectiveness.

Previously, Mr. Parikh co-founded BMR Advisors, a highly regarded tax and transactions firm, which he successfully led for over 12 years.

Prior to this, he served as Chief Executive Officer of Ernst & Young India until December 2003, following the integration of Arthur Andersen's practice with Ernst & Young in 2002. At Arthur Andersen, where he worked for over 17 years, Mr. Parikh held the position of Country Managing Partner and led the Financial Services industry practice, a role he continued at Ernst & Young.

Mr. Parikh holds a degree in Commerce from the University of Mumbai and is a qualified Chartered Accountant.

Directorship in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited Independent Director
Indostar Capital Finance Limited Non-Executive Non-Independent Director
Biocon Limited Independent Director
Infosys Limited Independent Director
Unlisted:
K Raheja Corp Investment Managers Private Limited Independent Director
BMR Business Solutions Private Limited Promoter Director
Biocon Biologics Limited Independent Director

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HINDUSTAN UNILEVER LIMITED
INTEGRATED ANNUAL REPORT 2025-26

Notice of 93rd Annual General Meeting

Membership/Chairpersonship of Board Committees in companies:

Name of the company Designation
Listed:
Hindustan Unilever Limited
Risk Management Committee Chairperson
Audit Committee Member
Indostar Capital Finance Limited
Corporate Social Responsibility Committee Member
Stakeholders' Relationship Committee Member
Biocon Limited
Audit Committee Chairperson
Risk Management Committee Chairperson
Stakeholders' Relationship Committee Member
Infosys Limited
Audit Committee Chairperson
Stakeholders' Relationship Committee Member
Risk Management Committee Member
Unlisted:
K Raheja Corp Investment Managers Private Limited
Audit Committee Chairperson
Nomination and Remuneration Committee Chairperson
Risk Management Committee Member
Biocon Biologics Limited
Audit Committee Chairperson
Risk Management Committee Chairperson