Cessation

Ref. No.: 19/2026-27 Date: 29th June 2026 Stock Code: BSE: 544622 NSE: KWIL ISIN: INE2KCE01013 BSE Limited, National Stock Exchange of India Limited, Department of Corporate Services, Exchange Plaza, 5th Floor, 2nd Floor, New Trading, Plot No. C/1, G Block, Rotunda Building, P.J. Towers, Bandra – Kurla Complex, Dalal Street, Mumbai – 400 001 Bandra (E), Mumbai – 400 051 Sub: Outcome of the Board Meeting held on 29th June 2026 Dear Sir/Madam, Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), we wish to inform you that the Board of Directors of the Company, at its meeting held today, i.e. 29th June 2026, inter alia, considered the following: A. A proposal to enter into a three-year intellectual property agreement ending 31st March 2029 with Magnum IP Holdings B.V. (“Magnum IP”). Following the demerger of the Ice Cream business, the management undertook a comprehensive review of the existing royalty arrangement, considering evolving business dynamics, the Company’s revised strategic direction, financial position and competitive landscape. The Company and Magnum IP have agreed on a revised structure, summary of which is set out below: • Considering the strategic importance and inherent value of the intellectual property in enhancing the Company’s competitive positioning and long-term growth, the royalty rate is set at 0% for the period until 31st March 2027, and 1% of turnover (net sale of licensed products) plus applicable taxes, for FY 2027-28 and FY 2028-29, respectively. • The royalty moratorium has been granted until 31st March 2027, to support Company’s planned investments and stabilisation efforts post-demerger. Kwality Wall’s (India) Limited Registered Office: 13th Floor, Oberoi Commerz II, International Business Park, Oberoi Garden City, Goregaon East, Mumbai, Maharashtra, India, 400063 CIN - L10505MH2025PLC437886 | Website – www.kwalitywallsindia.com | Phone: 022 45747000 | Email - kwalitywalls.India@magnumicecream.com The requisite details pursuant to Regulation 30 of the Listing Regulations and Schedule III thereto, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 11th July 2023 and last updated on 30th January, 2026, are enclosed as Annexure A. B. Cessation of Mr. Rohit Jhunjhunwala as Senior Management Personnel of the Company, with effect from 1st July, 2026, consequent to his assuming a new leadership role. The requisite details pursuant to Regulation 30 of the Listing Regulations and Schedule III thereto, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 11th July 2023 and last updated on 30th January, 2026, are enclosed as Annexure B. C. The Appointment of Ms. Dimple Lalwani as the Internal Auditor of the Company for FY 2026-27. The requisite details pursuant to Regulation 30 of the Listing Regulations and Schedule III thereto, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 11th July 2023 and last updated on 30th January, 2026, are enclosed as Annexure C. The Board Meeting commenced at 04:30 P.M. (IST) and concluded at 05:32 P.M. (IST). Please take the above information on record. Thanking you, Yours sincerely, For Kwality Wall’s (India) Limited Anand Upadhyay Company Secretary & Compliance Officer Membership No: A23622 Encl.: As above Kwality Wall’s (India) Limited Registered Office: 13th Floor, Oberoi Commerz II, International Business Park, Oberoi Garden City, Goregaon East, Mumbai, Maharashtra, India, 400063 CIN - L10505MH2025PLC437886 | Website – www.kwalitywallsindia.com | Phone: 022 45747000 | Email - kwalitywalls.India@magnumicecream.com Annexure A Particulars Details The parties to the Intellectual Property Name(s) of parties with whom the Agreement (“IP Agreement”) are Magnum IP agreement is entered Holdings B.V. and Kwality Wall’s (India) Limited (“KWIL”). Purpose of entering into the Licence granted to KWIL for use of intellectual agreement property rights for sale of products in India. The IP Agreement is for a period of three years until 31st March 2029. the royalty rate is set at 0% for the period until 31st March 2027, and 1% 3 Size of the agreement of turnover (net sale of licensed products) plus applicable taxes, for FY 2027-28 and FY 2028- 29, respectively. Shareholding, if any, in the entity 4 with whom the agreement is Not applicable. executed The IP Agreement restricts KWIL’s use of the licensed intellectual property for sale of licensed products in an Indian jurisdiction only. It also requires KWIL to maintain agreed Significant terms of the agreement, standards for use of trademarks and product in brief, including special rights quality, provide prescribed reports to the such as right to appoint directors, licensor, comply with applicable laws, protect 5 first right to share subscription in confidential information and grant sub- case of issuance of shares, right to licences only in the manner permitted under restrict any change in capital the IP Agreement. structure, etc. No special rights such as appointment of directors, first right to share subscription or right to restrict any change in capital structure are granted under the IP Agreement. Whether the said parties are related to promoter/promoter Yes. Magnum IP Holdings B.V. and KWIL form 6 group/group companies in any part of The Magnum Ice Cream Company manner. If yes, nature of group. relationship. Whether the transaction would fall Yes, the transactions is a Related Party within related party transactions; if Transaction, and the Intellectual Property Kwality Wall’s (India) Limited Registered Office: 13th Floor, Oberoi Commerz II, International Business Park, Oberoi Garden City, Goregaon East, Mumbai, Maharashtra, India, 400063 CIN - L10505MH2025PLC437886 | Website – www.kwalitywallsindia.com | Phone: 022 45747000 | Email - kwalitywalls.India@magnumicecream.com yes, whether the same is done at agreement has been negotiated and agreed on arm’s length an arms-length basis. The terms were subject to detailed due diligence by management, with oversight from the Audit Committee and the Board. Based on an independent external assessment, the Board determined that the proposed arrangement is aligned with arm’s length principles. In case of issuance of shares to the 8 parties, details of issue price and Not applicable. class of shares issued In case of loan agreements, details of lender/borrower, nature of the loan, total amount of loan granted/taken, total amount outstanding, date of execution of the loan agreement/sanction 9 Not applicable. letter, details of the security provided to the lenders/by the borrowers for such loan or in case outstanding loans lent to a party or borrowed from a party become material on a cumulative basis. Any other disclosures related to Please refer to Sr. Nos. 3-8 above. such agreements, viz., details of nominee on the board of directors In addition, there will be no nominees of the listed entity, potential appointed to the board of directors of the conflict of interest arising out of Company pursuant to the IP Agreement. such agreements, etc. The trademark and technology arrangement as novated to KWIL pursuant to the Scheme of In case of termination or Demerger, shall stand superseded in its amendment of agreement, entirety by this IP Agreement. disclose: (i) name of parties to the agreement; (ii) nature of the The existing sub-licensing arrangement of the 11 agreement; (iii) date of execution of intellectual property rights of the Indian ice the agreement; and (iv) details of cream business, that was granted by Unilever amendment and impact thereof or IP Holdings B.V. to KWIL on a transitional basis reasons for termination and impact pursuant to the Scheme of Demerger, shall be thereof superseded in its entirety by the present IP Agreement. Kwality Wall’s (India) Limited Registered Office: 13th Floor, Oberoi Commerz [Showing first 8,000 characters — download PDF for full document]