Notice of Meeting of the Equity Shareholders
07-07-2025: Notice of meeting of the Equity Shareholders of the Company convened as per the directions of the National Company Law Tribunal, Mumbai Bench in the matter of the Scheme of Arrangement between Hindustan Unilever Limited (“Company”), and Kwality Wall’s (India) Limited and their respective Shareholders.
NOTICE IS HEREBY GIVEN THAT the Hon'ble National Company Law Tribunal, Mumbai Bench ("Tribunal") has, inter-alia, directed the meeting of Equity Shareholders of Hindustan Unilever Limited ("Applicant Company 1") be convened and conducted for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Arrangement amongst Hindustan Unilever Limited and Kwality Wall's (India) Limited and their respective shareholders under Sections 230-232 and other applicable provisions of the Companies Act, 2013 ("Scheme") and rules thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force) and under the SEBI Master Circular bearing no. SEBI/HO/CFD/P0D-2/P/CIR/2023/93 dated June 20, 2023, as amended from time to time or any other circulars issued by SEBI applicable to schemes of arrangement from time to time.
In pursuance of the Order of the Hon'ble Tribunal and as directed therein, further notice is hereby given that a meeting of the Equity Shareholders of the Applicant Company 1 will be held on Tuesday, August 12, 2025 at 11:00 A.M. (IST), through video conferencing or other audio visual means ("VC/OAVM"), without the physical presence of the Equity Shareholders at a common venue, following the operating procedures referred to the Ministry of Corporate Affairs (MCA) General Circular No. 14/2020 dated April 8, 2020, read with the subsequent circulars issued from time to time, the latest one being General Circular No. 09/2024 dated September 19, 2024 (MCA Circulars) as amended from time-to-time, the latest one being, General Circular No. 09/2024 on September 19, 2024 and any other circular issued by the Ministry of Corporate Affairs, Government of India in this regard, as well as the Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India.
VOTING RIGHTS
Equity Shareholders of the Applicant Company 1 entitled to attend and vote, may vote through remote e-voting facility prior to the meeting or through e-voting facility made available at the meeting. Since the meeting will be held through VC/OAVM, the facility for appointment of proxies will not be available for the meeting. Voting in case of body corporate shall be permitted, provided the prescribed form/ authorization is filed with Applicant Company 1 at levercare.shareholder@unilever.com, with a copy marked to guptaashwin761@gmail.com no later than 48 (forty-eight) hours before the start of the aforesaid meeting as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016.
The important dates for e-voting are provided below:
Remote e-voting start date | Thursday, August 7, 2025 at 9:00 A.M. (IST) |
Remote e-voting end date | Monday, August 11, 2025 at 5:00 P.M. (IST) |
E-voting at the Meeting | Tuesday, August 12, 2025 (upon voting being announced by the Chairperson of the Meeting) |
Only persons whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e., Tuesday, August 5, 2025 ("Cut-Off Date"), shall be entitled to exercise his/her/its voting rights on the resolution proposed in the Notice (either by way of remote a-voting facility or the a-voting facility made available at the meeting) and attend the meeting. The voting rights of the Equity Shareholders shall be in proportion to their holding in the paid-up share capital of the Applicant Company 1 as on the Cut-Off Date. A person who is not an Equity Shareholder of the Applicant Company 1 as on the Cut-off Date, should treat the Notice for information purpose only.
Any person, who acquires equity shares of the Applicant Company 1 after Dispatch of Cut-off Date and whose name appears in the Register of Members/ List of Beneficial Owners maintained by the Depositories as on the Cut-Off Date can download this Notice from the website of Applicant Company 1 at https://www.hul.co.in/investors/corporate-governance/demerger-of-ice-cream-business/ and may obtain the login ID and password in the manner outlined in the Notice.
The copy of Notice of the meeting can also be obtained free of charge from the Registered Office of Applicant Company 1 on all working days, between 09:00 A.M. (IST) to 05:00 P.M. (IST) up to the date of the meeting. Alternatively, a request for obtaining an electronic soft copy of the Notice may be made by writing an e-mail to the Applicant Company 1 at levercare.shareholder@unilever.com.
Accordingly, the equity shareholders of Applicant Company 1 are requested to attend the meeting as per the above-mentioned mode, date and time. Attendance of the equity shareholders of the Applicant Company 1 participating in the meeting through VC/OAVM facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.