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🏷️ Stock Identifiers
BSE: 544622
NSE: KWIL
ISIN: INE2KCE01013
NSE: KWIL
ISIN: INE2KCE01013
📅 Reference
Ref. No.: 05/2025-26
Date: 16 February 2026
Date: 16 February 2026
🏢 Company
Kwality Wall’s (India) Limited
CIN: U10505MH2025PLC437886
CIN: U10505MH2025PLC437886
1) Offer Details 🔍
📦 Offer Size
26.00%
Up to 61,08,93,729 equity shares (face value INR 1 each).
💰 Offer Price
₹21.33
Paid in cash by the Acquirer.
🧮 Total Consideration (Full Acceptance)
INR 1303,03,63,239.57
(Indian Rupees One Thousand Three Hundred and Three Crore Three Lakh Sixty Three Thousand Two Hundred and Thirty Nine and Paise Fifty Seven only).
📌 Offer Nature
Mandatory open offer under SEBI (SAST) Regulations (triggered by SPA for acquisition of shares, voting rights, and control).
Not conditional upon minimum acceptance.
Not a competing offer.
Not conditional upon minimum acceptance.
Not a competing offer.
2) Listing & Trading 🏛️
• Listing and trading approval from Stock Exchanges: 12 February 2026
• Trading of equity shares commenced: 16 February 2026
• Consequently, there was no trading history before the Public Announcement, and shares were not considered frequently traded for pricing reference.
• Trading of equity shares commenced: 16 February 2026
• Consequently, there was no trading history before the Public Announcement, and shares were not considered frequently traded for pricing reference.
Acquirer & PACs 👥
• Acquirer: The Magnum Ice Cream Company HoldCo 1 Netherlands B.V.
• Persons Acting in Concert (PACs):
1) Magnum ICC Finance B.V.
2) The Magnum Ice Cream Company N.V.
• Manager to the Offer: Kotak Mahindra Capital Company Limited
• Persons Acting in Concert (PACs):
1) Magnum ICC Finance B.V.
2) The Magnum Ice Cream Company N.V.
• Manager to the Offer: Kotak Mahindra Capital Company Limited
Important Notes ⚠️
• Open offer may reduce public shareholding below minimum public shareholding requirements. If so, the Acquirer will ensure compliance in the manner and timeline prescribed under applicable law.
• Intention to delist: No intention to delist the Target Company pursuant to this Open Offer.
3) Underlying Transaction (Trigger) 🧾
🧩 Scheme & Demerger
• Scheme approved by boards: 22 January 2025
• Demerger of ice cream business undertaking of HUL into the Target Company on a going concern basis.
• Share entitlement ratio: 1:1 (1 equity share of Target Company for every 1 equity share of HUL).
• Appointed date: 1 December 2025
• Effective date: 1 December 2025
• Demerger of ice cream business undertaking of HUL into the Target Company on a going concern basis.
• Share entitlement ratio: 1:1 (1 equity share of Target Company for every 1 equity share of HUL).
• Appointed date: 1 December 2025
• Effective date: 1 December 2025
📌 Record Date & Allotment
• Record date: 5 December 2025
• All HUL shareholders as of record date were allotted Target Company shares in the same proportion.
• Sellers (promoters of HUL) held 145,44,12,858 HUL shares (61.90%) as of record date and were allotted 145,44,12,858 Target Company shares (61.90% of Voting Share Capital).
• All HUL shareholders as of record date were allotted Target Company shares in the same proportion.
• Sellers (promoters of HUL) held 145,44,12,858 HUL shares (61.90%) as of record date and were allotted 145,44,12,858 Target Company shares (61.90% of Voting Share Capital).
🤝 SPA (Share Purchase Agreement)
• SPA date: 25 June 2025
• Acquirer agreed to acquire 145,44,12,858 equity shares (61.90% of Voting Share Capital) from Sellers, along with acquisition of control (subject to conditions including Demerger, allotment, and listing).
• SPA consideration: EUR 278,553,038.86
• Equivalent INR: INR 2997,83,79,437.58
• Acquirer agreed to acquire 145,44,12,858 equity shares (61.90% of Voting Share Capital) from Sellers, along with acquisition of control (subject to conditions including Demerger, allotment, and listing).
• SPA consideration: EUR 278,553,038.86
• Equivalent INR: INR 2997,83,79,437.58
📊 Proposed Shareholding Levels
• After acquisition triggering open offer (excluding offer shares):
145,44,12,858 equity shares = 61.90%
• After full acceptance of open offer (including offer shares):
206,53,06,587 equity shares = 87.90%
145,44,12,858 equity shares = 61.90%
• After full acceptance of open offer (including offer shares):
206,53,06,587 equity shares = 87.90%
4) Ice Cream IP (as stated) 🧠
• As part of global restructuring, trademarks and technology related to ice cream business (“Ice Cream IP”) transferred to
Magnum IP Holdings B.V. with effect from 1 July 2025.
• From 1 July 2025, Magnum IP granted an exclusive transitional license of “India Ice Cream IP” to Unilever IP Holdings B.V. (UIPH) (“UIPH License”).
• “India Ice Cream IP” was sub-licensed to HUL on a transitional basis (Ice Cream IP Sub-License).
• Post completion, a new license for “India Ice Cream IP” will be granted by Magnum IP to the Target Company.
• From 1 July 2025, Magnum IP granted an exclusive transitional license of “India Ice Cream IP” to Unilever IP Holdings B.V. (UIPH) (“UIPH License”).
• “India Ice Cream IP” was sub-licensed to HUL on a transitional basis (Ice Cream IP Sub-License).
• Post completion, a new license for “India Ice Cream IP” will be granted by Magnum IP to the Target Company.
Disclaimer 🛡️
This content is for investor education only. It is a rearranged presentation of the Public Announcement dated 16 February 2026 for Kwality Wall’s (India) Limited.
It is not a recommendation to buy, sell, or hold any security. Corporate actions are subject to regulatory processes and market risks. For complete terms,
conditions, timelines, and procedures, refer to the Detailed Public Statement (DPS) and the Letter of Offer when issued.
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