Hindustan Unilever Ltd (HUL) announced that it has received approval from the National Company Law Tribunal (NCLT) for the demerger of its ice-cream business into Kwality Wall’s (India) Ltd.
In a regulatory filing on October 30, HUL said that the Mumbai bench of NCLT granted its approval under sections 230 to 232 and other applicable provisions, to the Scheme of Arrangement for demerger of the Ice Cream Business Undertaking, between the Company and Kwality Wall’s (India) Limited and their respective shareholders.
HUL’s demerger move comes under its parent company Unilever’s Growth Action Plan (GAP) to separate its ice-cream business.
Under the arrangement, HUL will transfer all of its ice cream brands such as Kwality Wall’s, Cornetto, Magnum, Feast and Creamy Delight to the new entity.
The NCLT nod for HUL’s demerger of its ice cream business into a new entity, Kwality Wall’s (India) Ltd (KWIL), paves the way for the creation of a dedicated, listed ice cream company in India. Below are the 10 most important questions and answers regarding this development:
HUL Demerger: 10 Key Things To Know
1] What has HUL announced?
HUL is demerging its entire ice cream business into a wholly owned subsidiary, Kwality Wall’s (India) Ltd (KWIL). Under the demerger scheme, HUL shareholders will receive one share of Kwality Wall’s for every share held in the FMCG major. Magnum HoldCo will buy a 61.9% stake in Kwality Wall’s (India) and the rest will be held by HUL shareholders.
2] Why was HUL Ice Cream business demerger proposed?
Ice Cream business contributes 3% to HUL’s turnover, and according to the company, it needs significant investments to realise its full potential.
Given Unilever owns the trademarks and know-how and has announced the separation of its Ice Cream business, local capabilities will need to be developed to continue running the business. Ice Cream has a different operating model including cold chain infrastructure, and a distinct channel landscape, which limits synergies with the rest of Hindustan Unielver, the company had said.
3] What did the NCLT approve?
The Mumbai NCLT bench approved the Scheme of Arrangement under Sections 230–232 of the Companies Act, 2013, stating the demerger is “fair, reasonable, and not contrary to public policy”.
The NCLT had convened a shareholder meeting on 12 August 2025 to consider and approve the Scheme. HUL has already received a ‘No Objection’ letter for the demerger scheme from Stock Exchanges.
4] What are the financials of HUL’s ice cream business?
HUL’s ice cream business contributes about ₹1,800 crore in annual revenues and accounts for nearly 3% of HUL’s total turnover.
5] What is the HUL demerger share swap or separation ratio?
HUL shareholders will receive 1 share of Kwality Wall’s (India) Ltd for every share held in HUL as of the record date.
6] What is HUL demerger effective date and when will the new shares be listed?
The HUL demerger Effective Date is the first calendar date of the month following the month in which all necessary conditions (as per the Scheme and regulatory/legal requirements) have been fulfilled, obtained, or waived. HUL said it will intimate the Effective Date to the Stock Exchanges in due course.
Kwality Wall’s is targeted to list on the stock exchanges in Q4FY26.
7] What happens to employees and assets?
All assets, liabilities, five manufacturing facilities, and roughly 1,200 employees of HUL’s ice cream division will move to KWIL, which will start debt-free but with access to future funding.
8] Will the parent Unilever retain involvement in KWIL?
Yes. Magnum HoldCo from Unilever’s global ice cream business will remain the major shareholder. Unilever’s Magnum HoldCo will hold approximately 61.9% of Kwality Wall’s (India) Ltd, with HUL shareholders collectively owning the rest.
9] What are the potential benefits for HUL shareholders?
HUL shareholders will get direct exposure to a stand-alone, focused ice cream business. This portfolio restructuring will enable HUL to sharpen focus on the core business and further strengthen its play in trending demand spaces such as Beauty, Foods, Health and Wellbeing.
It will also enable the Ice Cream business to operate with greater flexibility and focus, HUL said.
10] What’s next after the HUL Ice Cream business demerger?
Magnum HoldCo will make an open offer to KWIL public shareholders as required under SEBI rules, and KWIL will pursue growth independently. This restructuring sets the stage for sector-focused value unlocking and is a key moment in HUL’s and Unilever’s portfolio strategies.
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