Kwality Walls India Ltd Management Discussions

OPERATIONS

The following discussion is intended to convey management s perspective on the financial condition of our Company and the

Ice Cream Business and the corresponding results of operations for the six months period ended September 30, 2025, and for the period January 10, 2025 (date of incorporation) till March 31, 2025. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the sections entitled Financial Information and Information Memorandum Summary - Financial information on pages 148 and 13, respectively. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled Risk Factors on page 16.

As per the Scheme of Demerger, the first annual audited financial statement of our Company will be presented for the period January 10, 2025 (date of incorporation) to March 31, 2026. The financial statement for the pre effective date (January 10, 2025 to November 30, 2025) will be presented (once received), as carved out from the demerged company. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward-looking statements, please refer to the section Forward-Looking Statements on page 10. Unless otherwise stated or unless the context otherwise requires, the financial information of our Company used in this section has been derived from the Audited Financial Statements. Unless noted otherwise, some of the industry related information in this section is obtained or extracted from the Industry Reports (which are paid reports and were commissioned by us solely in connection with the Information Memorandum).

Our Financial Year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular Financial Year are to the 12-month period ended March 31 of that year.

Overview of the Company

Our Company was incorporated as a public limited company under the Companies Act, 2013 with the name Kwality Wall s (India) Limited and a certificate of incorporation dated January 10, 2025, was issued by the Registrar of Companies, Central Registration Centre. Pursuant to the Scheme of Arrangement effective from December 1, 2025, Ice Cream Business Undertaking comprising the ice cream business of Hindustan Unilever Limited was demerged from Hindustan Unilever Limited into our Company on a going concern basis and in consideration, our Company issued New Equity Shares to the shareholders of Hindustan Unilever Limited, in accordance with the provisions of the Scheme of Arrangement and on the basis of the Share Entitlement Ratio set out therein. For further details, please see History and Certain Corporate Matters and Scheme of Arrangement on page 109 and 113, respectively, of this Information Memorandum.

For more information, please see the section titled Our Business Overview on page 90 of this Information Memorandum.

Significant Developments after September 30, 2025

As otherwise disclosed in this Information Memorandum, there is no subsequent development after the date of our Audited Financial Statements contained in this Information Memorandum which materially and adversely affects, or is likely to affect, our operations or profitability, or the value of our assets, or our ability to pay our material liabilities within the next 12 months, except as disclosed below:

The NCLT, Mumbai bench, vide its order dated October 30, 2025, approved the Scheme read along with the rectification order dated November 6, 2025. The effect date of the demerger was December 1, 2025. For further details, see Scheme of Arrangement on page 113.

For more information please see, Risk Factors Upon listing of the Equity Shares, pursuant to a share purchase agreement dated June 25, 2025 ( SPA ) entered into by the Promoters with Magnum HoldCo 1 Netherlands B.V. ( Magnum HoldCo ) and The Magnum Ice Cream Company N.V. (together the Magnum Entities ), it is proposed that the entire shareholding in the Company held by the existing Promoters of the Company shall be transferred to the Magnum Entities, resulting in a change in control of our Company, and the consequent change of the Promoters and Promoter Group of our Company. With such a change of control over the Company, there can be no assurance that there will not be any changes to our business strategy, capital allocation, operating model or pricing approach, which could have an adverse impact on our business, results of operations and financial condition. and History and Certain Corporate Matters - Other Material Agreements - Share

purchase agreement dated June 25, 2025, entered into among the Promoters, The Magnum Ice Cream Company HoldCo 1 Netherlands B.V and The Magnum Ice Cream Company N.V on page 16 and 111, respectively.

Significant Factors Affecting Our Results of Operations

Our results of operations have been, and will be, affected by many factors, some of which are beyond our control. Key factors affecting our results are discussed in the section Risk Factors beginning on page 16.

Our Material Accounting Policies

The material accounting policies followed by us in the preparation of our Audited Financial Statements for the periods ended September 30, 2025 and March 31, 2025, form part of the Notes provided on page 149 and page 169 respectively.

Pursuant to the demerger, our Company is engaged in the Ice Cream Business Undertaking and the following material accounting policies are applicable, going forward:

1. BASIS OF PREPARATION, MEASUREMENT AND MATERIAL ACCOUNTING POLICIES

1.1. Basis of Preparation and Measurement a) Basis of preparation

These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the Ind AS) as notified by the Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time. The financial statements have been prepared on accrual and going concern basis. The accounting policies are applied consistently to all the periods presented in the financial statements. All assets and liabilities are classified as current or non-current as per the Company s normal operating cycle, paragraph 66 and 69 of Ind AS 1 and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013. An asset is treated as current when it is a. Expected to be realised or intended to be sold or consumed in normal operating cycle; b. Held primarily for the purpose of trading; c. Expected to be realised within twelve months after the reporting period; or d. Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.

A liability is treated as current when a. It is expected to be settled in normal operating cycle; b. It is held primarily for the purpose of trading; c. It is due to be settled within twelve months after the reporting period; or d. There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current.

Based on the nature of products and the time between acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The financial statements are presented in Indian Rupee (INR), the functional currency of the Company. Items included in the financial statements of the Company are recorded using the currency of the primary economic environment in which the Company operates (the functional currency ). Foreign currency transactions are translated into the functional currency using exchange rates at the date of the transaction. Foreign exchange gains and losses from settlement of these transactions are recognised in the statement of profit and loss. Foreign currency denominated monetary assets and liabilities are translated into functional currency at exchange rates in effect at the balance sheet date, the gain or loss arising from such translations are recognised in the statement of profit and loss.

The Company has decided to round off the figures to the nearest crores. Transactions and balances with values below the rounding off norm adopted by the Company have been reflected as 0 in the relevant notes to these financial statements.

b) Basis of measurement

These financial statements are prepared under the historical cost convention except for certain class of financial assets/ liabilities, share based payments and net liability for defined benefit plans that are measured at fair value.

1.2. Key Accounting Estimates and Judgements

The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised prospectively.

Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most significant effect to the carrying amounts of assets and liabilities within the next financial year, are included in the following sub sections:

a. Determination of useful life for Property Plant & Equipment b. Measurement of defined benefit obligations c. Measurement and likelihood of occurrence of provisions and contingencies d. Recognition of deferred tax assets e. Impairment of financial assets (including trade receivable) f. Impairment of Goodwill and Intangible assets g. Measurement of Right-of-use Asset and Lease liabilities h. Measurement of inventory obsolescence

1.3. Material Accounting Policies

I. Property, plant and equipment and capital work-in-progress A. Owned Assets

Property, plant and equipment, other than freehold land, is stated at acquisition cost net of accumulated depreciation and accumulated impairment losses, if any. Cost of acquisition or construction of property, plant and equipment comprises its purchase price including import duties and non-refundable purchase taxes net of trade discounts, rebates and any directly attributable cost of bringing the item to its working condition for its intended use. Freehold land is carried at historical cost less any accumulated impairment losses and is not depreciated. Property, plant and equipment acquired under common control combination are recognised at carrying value at the acquisition date. When parts of an item of property, plant and equipment having significant cost have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment

Subsequent costs are included in the asset s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance cost are charged to the statement of profit and loss during the period in which they are incurred. An item of property, plant and equipment is de-recognised upon disposal or where no future economic benefits are expected from its use or disposal. Gains or losses arising on de-recognition of property, plant and equipment are recognised in the statement of profit and loss.

Property, plant and equipment which are not ready for intended use as on the date of Balance Sheet are disclosed as Capital work-in-progress . Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under Other Non-Current Assets .

Depreciation is calculated on pro rata basis on straight-line method based on estimated useful life prescribed under Schedule II of the Companies Act, 2013. The useful life of major components of Property, Plant and Equipment is as follows:

Asset	Useful life*
Factory Buildings	30 Years
Plant and equipment	3-21 Years
Freezer cabinets	9 Years
Furniture and fixtures	10 Years
Office Equipment (including Computers)	3-5 Years

* In case of certain class of assets, the Company uses different useful life than those prescribed in Schedule II of the Companies Act, 2013. The useful life has been assessed based on technical evaluation, taking into account the nature of the asset and the estimated usage basis management s best judgement of economic benefits from those classes of assets. The exceptions are for

Plant and equipment which is depreciated over 3 to 21 years.

The residual values, useful lives and method of depreciation of property, plant and equipment is reviewed at each financial year end and adjusted prospectively, if appropriate.

B. Leased Assets (Right-of-use Assets and Lease Liabilities)

The Company s lease asset classes primarily consist of leases for Land & Buildings, and Plant & Equipment (including freezer cabinets). The Company assesses whether a contract is or contains a lease, at the inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: i) the contract involves the use of an identified asset ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and iii) the Company has the right to direct the use of the asset. The right-of-use asset is a lessee s right to use an asset over the life of a lease. At the date of commencement of the lease, the

Company recognises a right-of-use asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for short term lease and lease of low value assets, which is recognised as an operating expense on a straight-line basis over the term of the lease. The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. If ownership transfer or purchase option is reasonably certain to be exercised, depreciation is recorded over the useful life of the assets. Lease liability is initially measured at the present value of future lease payments. Lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rate. Lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payments made. A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to determine lease payments. The remeasurement normally also adjusts the leased assets

C. Capital work-in-progress

Capital work-in-progress comprises of property, plant and equipment that are not ready for their intended use at the end of reporting period and are carried at cost comprising direct costs, related incidental expenses, other directly attributable costs and borrowing costs.

II. Goodwill and other intangible assets

Intangible assets purchased are initially measured at cost.

175

The cost of a separately purchased intangible asset comprises its purchase price including duties and taxes and any costs directly attributable to making the asset ready for their intended use. Intangible assets acquired in a business combination are recognised at fair value at the acquisition date. Subsequently, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses, if any. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in statement of profit and loss as incurred. The useful lives of intangible assets are assessed as either finite or indefinite. Finite-life intangible assets are amortised on a straight-line basis over the period of their estimated useful lives. Estimated useful lives by major class of finite-life intangible assets are as follows:

Asset	Useful life*
Computer Software	5 Years
Design and Knowhow	10 Years
Distribution network	10 Years

The amortisation period and the amortisation method for finite-life intangible assets is reviewed at each financial year end and adjusted prospectively, if appropriate. Goodwill is initially recognised based on the accounting policy for business combinations and is tested for impairment annually.

Impairment

Assessment for impairment is done annually as to whether there is any indication that a non-financial asset, other than inventory and deferred tax, may be impaired. Goodwill is subject to review for impairment annually or more frequently if events or circumstances indicate that it is necessary. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets is considered as a cash generating unit. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company s cash generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

If any indication of impairment exists, an estimate of the recoverable amount of the individual asset/cash generating unit is made. Recoverable amount is higher of an asset s or cash generating unit s value in use and its fair value less cost of disposal. Value in use is estimated future cash flows expected to arise from the continuing use of an asset or cash generating unit and from its disposal at the end of its useful life discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Asset/cash generating unit whose carrying value exceeds their recoverable amount are written down to the recoverable amount by recognising the impairment loss as an expense in the statement of profit and loss. The impairment loss is allocated first to reduce the carrying amount of goodwill (if any) allocated to the cash generating unit and then to the other assets of the unit, pro rata based on the carrying amount of each asset in the unit.

Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. Basis the assessment, a reversal of an impairment loss for an asset other than goodwill is recognised in the Statement of Profit and Loss.

III. Inventories

Inventories are valued at the lower of cost and net realisable value. Cost is computed on a weighted average basis. The comparison of cost and net realisable value is made on an item-by-item basis. Cost of raw materials and stores and spares includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. The aforesaid items are valued at net realisable value if the finished products in which they are to be incorporated are expected to be sold at a loss. Cost of finished goods and work-in-progress include all costs of purchases, conversion costs, appropriate share of fixed production overheads and other costs incurred in bringing the inventories to their present location and condition. The net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and estimated costs necessary to make the sale.

IV. Trade Receivables

Trade receivables are initially recognised at transaction price as they do not contain a significant financing component. This implies that the effective interest rate for these receivables is zero. Subsequently, the company applies lifetime expected credit loss model for measurement of trade receivables.

V. Cash and Cash Equivalents

Cash and cash equivalents are cash, balances with bank and short-term (typically three months or less from the date of placement), highly liquid investments that are readily convertible into known amount of cash and which are subject to an insignificant risk of change in value.

VI. Financial Instruments

A. Financial Assets a) Initial recognition and measurement

Financial assets, except for trade receivables, are recognised when the Company becomes a party to the contractual provisions of the instrument. On initial recognition, a financial asset is recognised at fair value.

Trade receivables are initially recognised at transaction price as they do not contain a significant financing component. This implies that the effective interest rate for these receivables is zero. b) Subsequent measurement and classification

The subsequent measurement of a financial asset depends on the classification of the asset on the basis of business model for managing such assets and the contractual cash flow characteristics of such asset. These classifications are: amortised cost fair value through profit and loss (FVTPL) fair value through other comprehensive income (FVOCI). Financial assets are not reclassified subsequent to their recognition, except during the period the Company changes its business model for managing financial assets. In case of financial assets which are recognised at fair value through profit and loss (FVTPL), its transaction cost is recognised in the statement of profit and loss. In other cases, the transaction cost is attributed to the acquisition value of the financial asset c) Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the contractual rights to receive the cash flows from the asset or has assumed an obligation to pay the received cash flows to one or more recipient. Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised. Where the entity has neither transferred a financial asset nor retained substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset. d) Impairment of Financial Asset

The Company applies expected credit loss ( ECL ) model for measurement and recognition of loss allowance on the following: i. Trade receivables ii. Financial assets measured at amortised cost (other than trade receivables)

In case of trade receivables, the Company follows a simplified approach wherein an amount equal to lifetime ECL is measured and recognised as loss allowance. The company computes ECL based on a provision matrix. The provision matrix is prepared

177 based on historically observed default rates over the expected life of trade receivables and is adjusted for forward-looking estimates. The default in collection as a percentage to total receivable is low and overall expected credit loss is not material to these financial statements. Financial assets classified as amortised cost (listed as ii above), subsequent to initial recognition, are assessed for evidence of impairment at end of each reporting period basis monitoring of whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information. If the credit risk of such assets has not increased significantly, an amount equal to 12-month ECL is measured and recognised as loss allowance. However, if credit risk has increased significantly, an amount equal to lifetime ECL is measured and recognised as loss allowance. Subsequently, if the credit quality of the financial asset improves such that there is no longer a significant increase in credit risk since initial recognition, the Company reverts to recognising impairment loss allowance based on 12-month ECL. ECL allowance recognised (or reversed) during the period is recognised as expense (or income) in the statement of profit and loss under the head Other expenses .

Write - off

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof. A write-off constitutes a derecognition event.

B. Financial Liabilities a) Initial recognition and measurement

Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial liabilities are initially measured at the amortised cost unless at initial recognition, they are classified as fair value through profit and loss. In case of trade payables, they are initially recognised at fair value and subsequently, these liabilities are held at amortised cost, using the effective interest rate method. b) Subsequent measurement

Financial liabilities are subsequently measured at amortised cost using the Effective Interest Rate method. Financial liabilities carried at fair value through profit and loss are measured at fair value with all changes in fair value recognized in the statement of profit and loss. c) Derecognition

A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying value of the financial liability and the consideration paid is recognised in statement of profit and loss. d) Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet, if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle them on a net basis or to realise the assets and settle the liabilities simultaneously.

VII. Borrowings and borrowing cost:

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. General and specific borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

Other borrowing costs are expensed in the period in which they are incurred.

VIII. Provisions and Contingent Liabilities

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or where any present obligation cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation cannot be made. Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of management s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. A contingent asset is disclosed, where an inflow of economic benefits is probable. An entity shall not recognize a contingent asset unless the recovery is virtually certain.

IX. Revenue from operations

Sale of products

As per Ind AS 115 Revenue from contracts with customers , Revenue from sale of goods is recognised when control of the products being sold is transferred to the customer and when there are no longer any unfulfilled obligations. The Performance Obligations in our contracts are fulfilled at the time of dispatch, delivery or upon formal customer acceptance depending on terms with customers. Revenue is measured on the basis of transaction price, which is the consideration, adjusted for volume discounts, rebates, schemes allowances, price concessions, incentives, amounts collected on behalf of government and returns, if any, as specified in the contracts with the customers. Accumulated experience is used to estimate the provision for such discounts and rebates. Revenue is only recognised to the extent that it is highly probable a significant reversal will not occur. Sales return - Our customers have the contractual right to return goods only when authorised by the Company. An estimate is made of goods that will be returned and a liability is recognised for this amount using a best estimate based on accumulated experience. The entire revenue from sale of products is recognised at a point in time.

Income from services rendered

Income from services rendered is recognised based on agreements/arrangements as the service is performed and there are no unfulfilled obligations.

X. Government grants

Pursuant to the demerger, the Company is in the process of applying for transfer of Production linked incentive (PLI) and Nashik state incentive, attributable to the demerged business. Such incentives are recognised as other operating revenue on a provisional basis when there is reasonable assurance that the conditions attached to the scheme will be complied with.

XI. Employee Benefits Expense

Short term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits. Benefits such as salaries and performance incentives, are charged to statement of profit and loss on an undiscounted, accrual basis during the period of service rendered by the employees in the financial year.

Defined contribution plans

Contributions to defined contribution schemes such as employees state insurance, labour welfare fund, superannuation scheme, employee pension scheme etc. are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees. Company s provident fund contribution, in respect of certain employees, is made to a

Government administered fund and charged as an expense to the statement of profit and loss. The above benefits are classified as Defined Contribution Schemes as the Company has no further defined obligations beyond the monthly contributions.

Defined benefit plan

The Company also provides for retirement/post-retirement benefits in the form of post-retirement medical benefits, gratuity, pensions and compensated absences.

For defined benefit plans, the amount recognised as categories of Employee benefit expense in the statement of profit and loss is the cost of defined benefit obligation resulting from employee service in the current period ( current service cost ) and the costs of individual events such as changes in past service benefits and settlements (such events are recognised immediately in the statement of profit and loss). The amount of net interest expense calculated by applying the liability discount rate to the net defined benefit liability or asset is charged or credited to Finance costs in the statement of profit and loss. Any differences between the expected interest income on plan assets and the return actually achieved, and any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised immediately in Other comprehensive income and subsequently not reclassified to the statement of profit and loss.

The defined benefit plan surplus or deficit on the Balance Sheet date comprises fair value of plan assets less the present value of the defined benefit liabilities using a discount rate by reference to market yields on Government bonds at the end of the reporting period. All defined benefit plans obligations are determined based on valuations, as at the Balance Sheet date, made by independent actuary using the projected unit credit method. The classification of the Company s net obligation into current and non-current is as per the actuarial valuation report.

Other short term benefits

Accumulated leave which is expected to be utilised within next twelve months, is treated as short-term employee benefit. Leave entitlement, other than short term compensated absences, are provided based on an actuarial valuation, similar to that of gratuity benefit. However, as the Company does not have an unconditional right to defer settlement for these obligations, the above liabilities are presented as current. Re-measurement, comprising of actuarial gains and losses, in respect of leave entitlement are recognised in the statement of profit and loss in the period in which they occur.

Termination benefits

Termination benefits, in the nature of voluntary retirement benefits or termination benefits arising from restructuring, are recognised in the statement of profit and loss. The Company recognises termination benefits at the earlier of the following dates: a) when the Company can no longer withdraw the offer of those benefits; or b) when the Company recognises costs for a restructuring that is within the scope of Ind AS 37: Provisions, Contingent Liabilities and Contingent Assets and involves the payment of termination benefits. Benefits falling due more than 12 months after the end of the reporting period are discounted to their present value.

XII. Share-based payments

Share-based payment consists of share awards of the Unilever PLC to the employees of the Company, which subsequently makes a recharge to the Company. These awards are predominantly designed as equity-settled transactions as the ultimate obligation to settle the transaction is on the Unilever PLC. The costs of stock awards granted to the employees of the Company are measured at fair value. For each stock award, the measurement of fair value is performed on the grant date.

The cost is recognised in the statement of profit or loss, together with a corresponding increase in stock awards reserve in equity, over the period in which the service conditions are fulfilled. At the end of each reporting period upto the date of settlement, the Company remeasures the fair value of the liability based on the share price of the Unilever PLC with a corresponding adjustment to equity.

XIII. Income Taxes

Income tax expense for the year comprises of current tax and deferred tax. It is recognised in the statement of profit and loss except to the extent it relates to a business combination or to an item which is recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year using applicable tax rates for the relevant period, and any adjustment to taxes in respect of previous years. Interest expenses and penalties, if any, related to income tax are included in finance cost and other expenses respectively. Interest Income, if any, related to income tax is included in other income. Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. A deferred tax liability is recognised based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted, or substantively enacted, by the end of the reporting period. Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognized amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities; and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority.

XIV. Dividend Distribution

Dividends paid (including income tax thereon, if any) are recognised in the period in which the interim dividends are approved by our Board of Directors, or in respect of the final dividend when approved by shareholders . XV. Exceptional Items

An item of income or expense which by its size, type or incidence requires disclosure in order to improve an understanding of the performance of the Company is treated as an exceptional item and disclosed as such in the financial statements.

XVI. Earnings per equity share

Basic earnings per share is computed by dividing the net profit for the period attributable to the equity shareholders of the Company by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

Financial Performance of our Company

The following sets forth information with respect to the key components of our Audited Financial Statements of our Company for the period ended September 30, 2025 and March 31, 2025.

A. Total Revenue

Particulars	Six months period ended	For Fiscal 2025
	September 30, 2025	(in 000)
	(in 000)
Revenue from operations

Other income	Nil
Total

B. Our Expenses

Particulars	Six months period ended	For Fiscal 2025
	September 30, 2025	(in 000)
	(in 000)
Other expenses	24,426	475
Total	24,426	475

Other expenses comprises of pre-incorporation expense and audit fees.

C. Our Tax Expenses

Particulars	Six months period ended	For Fiscal 2025
	September 30, 2025	(in 000)
	(in 000)
Current tax	Nil	Nil
Deferred tax	(4,979)
Total	(4,979)

Current tax is the amount of tax payable based on the taxable profit for the year / period as determined in accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961. Deferred tax is recognized based on the difference between taxable profit and book profit due to the effect of timing differences. Our deferred tax is measured based on the applicable tax rates and tax laws that have been enacted or substantively enacted by the relevant balance sheet date.

D. Loss before Tax

Our Company suffered a loss before tax of 19,447,000 for the six months period ended September 30, 2025 and

475,000 for fiscal 2025.

Financial Performance of Ice Cream Business Undertaking

The Ice Cream Business Undertaking of HUL has been demerged and vested into our Company with effect from December 1, 2025. This section provides the key performance highlights of the Ice Cream Business Undertaking based on the Pro Forma Statement of Profit and Loss for fiscal 2025 and for the six months period ended September 30, 2025, which have been provided by the Demerged Company to our Company and the Company has relied on the same for the purpose of this disclosure.

A. Key components of the Pro Forma Statement of Profit and Loss of the Ice Cream Business

The Pro Forma Statement of Profit and Loss comprise the Ice Cream Business Undertaking, as demerged.

(in crores)

Period	Six months period ended	For Fiscal 2025
	September 30, 2025
Sales of products	1,063	1,714
Other Operating Income	3	7
Government Grant & Production Linked	(3)	58
Incentive
Scrap Sales	1	4
Total Other Operating Income	1	69
Total Revenue	1,064	1,783
Material costs	(579)	(805)
Gross Profit	484	909

		(in crores)
Period	Six months period ended	For Fiscal 2025
	September 30, 2025
Employee and other costs	(484)	(857)
Earnings before Interest, Tax,	-	122
Depreciation & Amortisation
Depreciation & Amortisation	(70)	(101)
Earnings before Interest & Tax (EBIT) 3	(70)	21
Interest on lease liabilities	(10)	(14)
Profit before exceptional items and tax	(80)	7
Exceptional items (excluding Disposal costs) *	-	(25)
Profit/(loss) before tax	(80)	(18)

*Disposal costs pertaining to Ice Cream Business Undertaking is yet to be determined by Demerged Company, as on the dates mentioned above.

The Pro Forma Balance Sheet comprise the Ice Cream Business Undertaking, as on the Effective Date, i.e., December 1, 2025.

Statement of Assets

A. Non-current Assets

Particulars	Amount ( in Crores)
Property, plant and equipment	965
Capital work-in-progress	73
Goodwill & Other intangible assets	46
Other financial assets	6
Loans	5
Deferred tax asset net	1
Other non-current assets	0.5
Total Non-current Assets	1,097
B. Current Assets
Particulars	Amount ( in Crores)
Inventories	202
Trade Receivables	44
Other financial assets	58
Bank balances other than cash and cash equivalents	1
Loans	2
Other current assets	4
Total Current Assets	311
Total Assets	1,408
Statement of Liabilities
A. Non-current Liabilities
Particulars	Amount ( in Crores)
Lease Liabilities	244
Other non-current liabilities	13
Provisions	9
Total Non-current Liabilities	266
B. Current Liabilities

Particulars	Amount ( in Crores)
Lease Liabilities	29
Trade Payables	197
Other current liabilities	5
Other financial liabilities	18
Provisions	17
Total Current Liabilities	266
Total Equity	876
Total Equity and Liabilities	1,408

Unusual or Infrequent Events or Transactions

Except as described in Risk Factors Our financial results may be adversely affected by one-time, non-recurring and establishment-related costs, as well as accounting impacts arising from recoverability assessments and regulatory changes on page 33 and Management s Discussion and Analysis of Financial Condition and Results of Operations on page 172, there have been no events or transactions to our knowledge that have in the past or may in the future affect our business operations or financial performance which may be described as unusual or infrequent .

Significant Economic Changes

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations. See Risk Factors on page 16.

Known Trends or Uncertainties

Our business has been subject, and we expect it to continue to be subject, to significant changes arising from the trends identified and the uncertainties described in Risk Factors beginning on page 16. Except as disclosed in this Information Memorandum, there are no known trends or uncertainties that have or had or are expected to have a material adverse effect on our revenue or income from continuing operations.

Future Relationships Between Expenditure and Income

Other than as described in Risk Factors on page 16, Our Business on page 90 and Management s Discussion and Analysis of Financial Condition and Results of Operations on page 172, to our knowledge there are no known factors which we expect will have a material adverse impact on our business operations, financial performance and growth prospects.

New Product or Business Segments

Other than as described in Our Business on page 90 there are no new products or business segments in which we operate.

Supplier or Customer Concentration

Other than as described in Risk Factors we have material dependence on our three contract manufacturing facilities and logistic warehousing service providers. We have three suppliers on whom we have a material dependence on supply of our raw materials.

We have a wide customer base and do not have any material dependence on any particular customer.

Related Party Transactions

The details of the related party transactions have been provided in Financial Information on page 148.

Seasonality

The ice cream industry in India is subject to seasonal variations. Our revenues are generally higher during the first half of each Financial Year. Seasonality affects our ice cream business, such that demand is relatively stronger during the first quarter of each financial year. Seasonality can be expected to cause quarterly fluctuations in our revenues, profitability and margins. Performance, including trends (as against the same period last year) witnessed in six months period ended September 30, 2025, 184 is not comparable to the performance or trends witnessed in FY 2025. Please also see the section titled Risk Factors on page

16.

Competitive Conditions

We expect competitive conditions in our industry to further intensify as new entrants emerge and as existing competitors seek to emulate our business model and offer similar products. For further details, please refer to Risk Factors and Our Business beginning on pages 16 and 90, respectively.