Description

BSE notice on demerger of Hindustan Unilever's Ice Cream Business into Kwality Wall's (India) Limited with record date of December 5, 2025. Shareholders will receive 1:1 share ratio.

Summary

Hindustan Unilever Ltd (Scrip Code 500696) has set December 5, 2025 as the record date for its NCLT-approved demerger of the Ice Cream Business Undertaking into Kwality Wall’s (India) Limited. All shareholders of Hindustan Unilever will receive 1 equity share of Re.1/- face value in Kwality Wall’s (India) Limited for every 1 equity share held in Hindustan Unilever. The stock will be subject to Special Pre-open Session (SPOS) on the ex-entitlement date.

Key Points

  • Record Date: December 5, 2025
  • Ex-Entitlement Date: December 5, 2025 (Settlement DR-771/2025-2026)
  • Demerged Company: Hindustan Unilever Ltd (500696)
  • Resulting Company: Kwality Wall’s (India) Limited
  • Share Exchange Ratio: 1:1 (One equity share of Kwality Wall’s for every one equity share of Hindustan Unilever)
  • Face Value: Re.1/- per share for both companies
  • Demerged Business: Ice Cream Business Undertaking
  • NCLT Approval: Received from Hon’ble National Company Law Tribunal, Mumbai Bench
  • Special Pre-open Session (SPOS) applicable on December 5, 2025

Regulatory Changes

No new regulatory changes. The circular implements an existing NCLT-approved Scheme of Arrangement pursuant to applicable company law provisions. The Special Pre-open Session follows SEBI Circular No. CIR/MRD/DP/01/2012 dated January 20, 2012.

Compliance Requirements

  • Trading members must note the ex-entitlement date of December 5, 2025
  • Hindustan Unilever Ltd will participate in Call Auction in Special Pre-open Session (SPOS) on December 5, 2025
  • Trading members should refer to BSE notice no. 20120216-29 dated February 16, 2012 for SPOS procedures
  • Kwality Wall’s (India) Limited must complete requisite formalities for listing on BSE Limited
  • Shareholders need not take any action - shares will be automatically allotted based on holdings as of record date

Important Dates

  • November 27, 2025: Circular issue date
  • December 5, 2025: Record Date for determining shareholder entitlement
  • December 5, 2025: Ex-Entitlement Date (Settlement DR-771/2025-2026)
  • December 5, 2025: Special Pre-open Session (SPOS) for Hindustan Unilever Ltd
  • Post-compliance: Listing of Kwality Wall’s (India) Limited equity shares on BSE (subject to formalities)

Impact Assessment

Market Impact: High - This is a significant corporate restructuring of one of India’s largest FMCG companies. The 1:1 share ratio means all Hindustan Unilever shareholders will automatically become shareholders of the new entity. The Special Pre-open Session on December 5, 2025 will establish price discovery for the post-demerger Hindustan Unilever stock.

Shareholder Impact: All equity shareholders holding shares as of December 5, 2025 will receive equivalent shares in Kwality Wall’s (India) Limited at no additional cost. This creates a new investment in their portfolio representing the demerged ice cream business.

Trading Impact: Hindustan Unilever will trade ex-entitlement from December 5, 2025, and the stock price is expected to adjust to reflect the separation of the ice cream business. The SPOS mechanism will help establish fair price discovery post-demerger.

Operational Impact: The demerger separates a distinct business vertical, allowing focused management and potentially unlocking shareholder value through separate listing of the ice cream business under Kwality Wall’s (India) Limited.

Impact Justification

Major corporate restructuring of a blue-chip company involving demerger of entire business vertical, affecting all shareholders with 1:1 share allotment in new entity