Kwality Wall's (India) Open Offer Concludes: Acquirer Receives 1,42,126 Shares at INR 21.33 Per Share

The open offer for acquisition of equity shares of Kwality Wall's (India) Limited has concluded, with The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. (the "Acquirer"), along with persons acting in concert Magnum ICC Finance B.V. ("PAC 1") and The Magnum Ice Cream Company N.V. ("PAC 2"), completing the process on May 14, 2026. The post offer advertisement was issued by Kotak Mahindra Capital Company Limited, the manager to the offer, pursuant to Regulation 18(12) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended ("SEBI (SAST) Regulations").

Open Offer Overview

The open offer was made to the public shareholders of Kwality Wall's (India) Limited for acquisition of up to 61,08,93,729 (Sixty One Crore Eight Lakh Ninety Three Thousand Seven Hundred and Twenty Nine) fully paid-up equity shares of face value of INR 1 each, representing 26.00% of the voting share capital, at a price of INR 21.33 per equity share. The offer was preceded by a Public Announcement dated February 16, 2026, and a Detailed Public Statement published on February 20, 2026. The Letter of Offer was dated April 10, 2026.

Parameter: Details Target Company: Kwality Wall's (India) Limited Acquirer: The Magnum Ice Cream Company HoldCo 1 Netherlands B.V. PAC 1: Magnum ICC Finance B.V. PAC 2: The Magnum Ice Cream Company N.V. Manager to the Offer: Kotak Mahindra Capital Company Limited Registrar to the Offer: KFin Technologies Limited Offer Opening Date: Thursday, April 23, 2026 Offer Closing Date: Thursday, May 7, 2026 Date of Payment of Consideration: Thursday, May 14, 2026 Offer Price (per Equity Share): INR 21.33

Acquisition Details and Offer Outcome

The offer received significantly lower participation than the maximum envisaged size. Against the proposed acquisition of up to 61,08,93,729 equity shares (assuming full acceptance), actual tenders received and accepted stood at 1,42,126 equity shares. The actual size of the offer in monetary terms amounted to INR 30,31,547.58, compared to the proposed offer size of INR 1303,03,63,239.57 under full acceptance. The following table presents a comparison of the proposed figures from the Letter of Offer against the actual outcome:

Particulars: Proposed (LOF) Actuals Offer Price (per Equity Share): INR 21.33 INR 21.33 Equity Shares Tendered: 61,08,93,729 1,42,126 Equity Shares Accepted: 61,08,93,729 1,42,126 Size of the Offer: INR 1303,03,63,239.57 INR 30,31,547.58 Acquirer Shares via Open Offer: 61,08,93,729 (26.00%) 1,42,126 (0.01%) PAC 1 Shares via Open Offer: Nil (0.00%) Nil (0.00%) PAC 2 Shares via Open Offer: Nil (0.00%) Nil (0.00%)

Shareholding Structure Before and After the Offer

Prior to the Public Announcement, the Acquirer and both PACs held nil shares in the target company. In accordance with Regulation 22(2) of the SEBI (SAST) Regulations, the Acquirer consummated the underlying transaction on March 30, 2026, acquiring an aggregate of 145,44,12,858 (One Hundred and Forty Five Crore Forty Four Lakh Twelve Thousand Eight Hundred and Fifty Eight) equity shares, representing 61.90% of the voting share capital, from the sellers through off-market transfers. Following the conclusion of the open offer, the Acquirer's post-offer shareholding stood at 1,45,45,54,984 equity shares, representing 61.91% of the voting share capital.

Shareholding: Pre-Offer Post-Offer (Proposed) Post-Offer (Actual) Acquirer: Nil (0.00%) 2,06,53,06,587 (87.90%) 1,45,45,54,984 (61.91%) PAC 1: Nil (0.00%) Nil (0.00%) Nil (0.00%) PAC 2: Nil (0.00%) Nil (0.00%) Nil (0.00%) Public Shareholders: 89,51,78,404 (38.10%) 28,42,84,675 (12.10%) 89,50,36,278 (38.09%)

The pre-open offer shareholding of the public is based on the shareholding as of April 8, 2026, the Identified Date, as disclosed in the Letter of Offer. Neither the Acquirer nor the PACs acquired any equity shares after the Detailed Public Statement, excluding those specified under the underlying transaction and the open offer.

Responsibility and Publication

The Acquirer, the PACs, and their respective directors, in their capacity as directors, severally and jointly accept full responsibility for the information contained in the Post Offer Advertisement and for the obligations laid down in the SEBI (SAST) Regulations in respect of the open offer. The Post Offer Advertisement was published on May 15, 2026 in Financial Express (English, all editions), Jansatta (Hindi, all editions), and Navshakti (Marathi, Mumbai edition). A copy of the advertisement is expected to be available on the websites of SEBI, BSE Limited, and the National Stock Exchange of India Limited, as well as at the registered office of the target company.

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

Executive Director Appointments Under Review

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

Resolution: Details Resolution No. 1 Appointment of Mr. Chitrank Goel (DIN: 11388422) as Executive Director designated as Deputy Managing Director Resolution No. 2 Appointment of Mr. Prashant Premrajka (DIN: 11065666) as Executive Director & Chief Financial Officer

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

Remuneration Cap and Governance Clarifications

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

The aggregate remuneration for each of the executive directors — comprising Basic Salary, Benefits envelope, Target Performance Bonus, Target Discretionary Performance Share Plan Award, and participation in any future employee stock option scheme — shall not exceed INR 65 mn for FY 26-27. This ceiling assumes achievement of maximum company targets and superlative individual performance.

As confirmed in the company's earlier response dated 6th May 2026, Kwality Wall's (India) Limited does not currently have any stock option scheme beyond the Target Discretionary Performance Share Plan Award.

Any new share plan introduced for executive directors in the future will be implemented in accordance with applicable regulations and will require shareholder approval.

Any grant of options to the executive directors mentioned above will also be subject to approval of shareholders.

Shareholder Communication and Dissemination

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

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