Unilever PLC has formally disclosed the acquisition of a 61.90% stake in KwalityWalls India Limited following the completion of a court-approved demerger of the ice cream business of Hindustan Unilever Limited. The disclosure was made under Regulation 29(1) of the SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011, and submitted to both the Bombay Stock Exchange and the National Stock Exchange of India Limited on February 18, 2026.

The acquisition marks a significant structural shift in Unilever’s India operations, consolidating its ice cream business under a separate listed entity while strengthening promoter control in the newly structured company.

Background of the Demerger

The transaction was executed pursuant to a Scheme of Arrangement involving the demerger of the Ice Cream Business Undertaking of Hindustan Unilever Limited into KwalityWalls India Limited. The scheme was approved by the National Company Law Tribunal, Mumbai Bench, on October 30, 2025, followed by a rectification order dated November 6, 2025.

The demerger became effective from December 1, 2025, separating the ice cream operations into KwalityWalls India Limited. As part of the implementation, equity shares were allotted to the promoter and promoter group entities on December 12, 2025.

The shares of KwalityWalls India Limited were subsequently listed and admitted to trading on the stock exchanges from February 16, 2026.

Details of Share Acquisition

Under the scheme, 1,45,44,12,858 fully paid-up equity shares of face value Re. 1 each were allotted to Unilever PLC and its promoter group entities.

Before the acquisition, the promoter group held nil shares in KwalityWalls India Limited. Post acquisition, the total promoter and promoter group holding stands at 61.90% of the total share capital.

The total equity share capital of KwalityWalls India Limited after the acquisition is 2,34,95,91,262 equity shares, each with a face value of Re. 1.

The acquisition did not involve open market purchases, preferential allotment, or inter-se transfers. Instead, the shares were allotted directly under the court-approved demerger scheme.

Promoter and Promoter Group Shareholding

The promoter entities and their respective holdings post-acquisition are as follows:

• Unilever PLC – 47.43%

• Unilever Group Limited – 4.54%

• Unilever Overseas Holdings AG – 2.93%

• Unilever UK & CN Holdings Limited – 2.56%

• Unilever South India Estates Limited – 2.24%

• Unilever Assam Estates Limited – 1.40%

• Unilever Overseas Holdings BV – 0.80%

Collectively, these holdings aggregate to 61.90% of the total share capital.

This consolidated holding establishes clear promoter control in the newly demerged ice cream entity.

Regulatory Disclosure Under SEBI Takeover Code

The disclosure has been made under Regulation 29(1) of the SEBI Takeover Regulations, which mandates reporting when an acquirer obtains shares or voting rights beyond specified thresholds.

Since the acquisition resulted in the promoter group crossing the 25% threshold, the filing was required to inform the stock exchanges and the investing public.

The filing clarified that:

• The shares were allotted pursuant to a legally approved Scheme of Arrangement.

• There were no encumbrances such as pledge, lien, or non-disposal undertakings attached to the acquired shares.

• There were no warrants, convertible securities, or voting rights acquired otherwise than by equity shares.

Strategic Importance of the Demerger

The demerger of the ice cream business is viewed as a strategic restructuring aimed at:

• Unlocking focused growth opportunities in the ice cream segment.

• Enhancing operational flexibility.

• Creating a standalone listed entity dedicated to frozen desserts and ice cream products.

KwalityWalls India Limited now operates as an independent entity with its own capital structure, management focus, and market positioning.

By separating the ice cream undertaking from Hindustan Unilever Limited, Unilever aims to provide clearer value discovery and potentially accelerate expansion in India’s growing frozen dessert market.

Impact on Investors and Markets

The listing of KwalityWalls India Limited provides investors with direct exposure to the ice cream business, which was previously part of a diversified FMCG portfolio under Hindustan Unilever Limited.

With a promoter holding of 61.90%, the company maintains strong parent backing while still offering significant public float.

Market participants are expected to closely track:

• Revenue growth in the standalone ice cream business.

• Margin performance amid rising input costs.

• Expansion strategies in urban and rural markets.

• Competitive positioning against domestic and multinational brands.

Governance and Corporate Structure

The disclosure was signed by Prakash Kakkad, Attorney, on behalf of Unilever PLC and the promoter entities mentioned in Annexure A.

The filing reaffirmed that the acquisition was compliant with applicable regulatory provisions and that all necessary approvals, including tribunal sanction, had been obtained.

The total diluted share capital remains aligned with the issued equity share capital, as there are no outstanding convertible instruments.

Broader Industry Context

India’s ice cream and frozen dessert market has witnessed strong growth over the past decade, driven by:

• Rising disposable incomes

• Expanding cold chain infrastructure

• Urbanisation and modern retail penetration

• Increasing demand for premium and innovative flavours

The creation of a focused ice cream entity under KwalityWalls India Limited positions Unilever to tap into these trends more aggressively.

The restructuring also aligns with global strategies where multinational corporations streamline portfolios and create focused business units to drive sharper performance metrics.

Conclusion

The acquisition of a 61.90% stake in KwalityWalls India Limited by Unilever PLC and its promoter group entities marks the formal completion of a major corporate restructuring involving the demerger of the ice cream business from Hindustan Unilever Limited.

Executed under an NCLT-approved Scheme of Arrangement and disclosed under SEBI Takeover Regulations, the transaction establishes promoter control in the newly listed entity and sets the stage for a focused growth trajectory in India’s expanding ice cream market.

As the shares begin trading on BSE and NSE, investors and market analysts will closely monitor the company’s operational performance, strategic direction, and long-term value creation under the Unilever group umbrella.

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