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13 views23 pages

Minutes Agm

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natashaarora212
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© © All Rights Reserved
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HINDUSTAN UNILEVER LIMITED

MINUTES OF THE 92ND ANNUAL GENERAL MEETING OF THE MEMBERS OF


HINDUSTAN UNILEVER LIMITED HELD ON MONDAY, 30TH JUNE, 2025 AT
02:00 P.M. (IST) DEEMED TO BE HELD AT REGISTERED OFFICE OF THE
COMPANY AT UNILEVER HOUSE, B. D. SAWANT MARG, CHAKALA, ANDHERI
(EAST) 400099 THROUGH VIDEO CONFERENCE / OTHER AUDIO VISUAL MEANS

Members of the Board of Directors:

Mr. Nitin Paranjpe Non-Executive Chairman of the Company and as a


Member of the Company

Mr. Rohit Jawa Chief Executive Officer & Managing Director and as
a Member of the Company
Also, as an Authorised Representative of Unilever
PLC, Unilever UK & CN Holdings Limited, Unilever
Overseas Holdings B.V., Unilever Overseas
Holdings AG, Unilever Group Limited, Unilever
Assam Estates Limited, Unilever South India
Estates Limited
Mr. Leo Puri Independent Director
Also, as the Chairperson of the Risk Management
Committee and the Environmental, Social and
Governance Committee of the Company.
Ms. Ashu Suyash Independent Director
Also, as the Chairperson of the Audit Committee of
the Company.
Mr. Ranjay Gulati Independent Director
Also, as the Chairperson of the Stakeholders’
Relationship Committee
Ms. Neelam Dhawan Independent Director
Also, as the Chairperson of the Nomination and
Remuneration Committee and as a Member of the
Company
Mr. Tarun Bajaj Independent Director
Also, as the Chairperson of the Corporate Social
Responsibility Committee
Mr. Ritesh Tiwari Executive Director, Finance & IT and Chief Financial
Officer and as a Member of the Company
Mr. BP Biddappa Executive Director, Human Resources and Chief
People, Transformation and Sustainability Officer
and as a Member of the Company

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


Members of the Management Committee:

Mr. Srinandan Sundaram Executive Director, Home Care and as a Member of


the Company
Ms. Harman Dhillon Executive Director, Beauty & Wellbeing and as a
Member of the Company
Mr. Vipul Mathur Executive Director, Personal Care and as a Member
of the Company
Mr. Rajneet Kohli Executive Director, Foods and as a Member of the
Company
Dr. Vibhav R Sanzgiri Executive Director, Research and Development and
as a Member of the Company
Mr. Arun Neelakantan Executive Director, Customer Development and as
a Member of the Company
Mr. Yogesh Mishra Executive Director, Supply Chain and as a Member
of the Company
Dr. Vivek Mittal Executive Director, Legal and Corporate Affairs

In Attendance:

Ms. Radhika Shah Company Secretary and Compliance Officer


Mr. Rohan Jain Partner of M/s. Walker Chandiok & Co. LLP, Statutory
Auditors of the Company
Ms. Jigyasa Ved Partner of M/s. Parikh & Associates, Company
Secretaries, Secretarial Auditors of the Company
Mr. S.G. Narasimhan Partner of M/s. R. Nanabhoy & Co., Cost Accountants as
Cost Auditors of the Company
Mr. S. N. Founding Partner, S. N. Ananthasubramanian & Co.,
Ananthasubramanian Scrutinizer appointed for the Meeting

1. In aggregate, 172 Members joined through Video Conferencing and 10 Members


were represented by their Authorised Representatives.

2. In accordance with Article 112 of the Articles of Association of the Company,


Mr. Nitin Paranjpe, Chairman of the Company took the Chair.

3. The following documents and Registers were available on the website of National
Securities Depository Limited (NSDL) for inspection by the Members:
(i) Notice convening the 92nd Annual General Meeting;
(ii) Report of Board of Directors along with Annexures thereto for the Financial
Year ended 31st March, 2025;

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


(iii) The Audited Financial Statements and Auditors’ Report thereon for the
Financial Year ended 31st March, 2025;
(iv) The Register of Directors' and Key Managerial Personnel and their
shareholdings (remained open for inspection during the meeting);
(v) The Register of Contracts or arrangements in which the Directors were
interested (remained open for inspection during the meeting);

4. At 02:00 P.M. (IST), the Chairman commenced the meeting by welcoming the
Members to the 92nd Annual General Meeting (AGM). The Chairman announced
that the requisite quorum being present, the meeting was called to order.

5. The Chairman informed that the AGM was being conducted through the video
conferencing means in accordance with the circulars issued by Ministry of
Corporate Affairs, the Securities Exchange Board of India, and other applicable
circulars issued in this regard, which allowed the companies to conduct their AGM
through Video Conferencing (VC) or Other Audio Visual Means (OAVM) till
30th September 2025.

6. The Chairman further informed that the Company had taken all steps to ensure that
the Members were able to attend and vote at the AGM in a seamless manner. He
also stated that the Company had tied up with NSDL to provide facility for voting
through remote e-voting, for participation in the AGM through VC / OAVM facility
and e-voting during the AGM.

7. The Chairman informed the Members that the Company had provided the facility
of Live Webcast of proceedings of the AGM which would enable the Members to
view the AGM live from remote locations by logging on the e-voting website of
NSDL. He also stated that he had joined the meeting from the Registered Office of
the Company in Mumbai i.e. deemed venue for AGM.

8. The Directors and Key Managerial Personnel who had joined the AGM began with
introducing themselves.

9. The Chairman informed the Members that Mr. Leo Puri would be stepping down as
the Independent Director of the Company with effect from close of business hours
on 30th June, 2025. On behalf of the Board of Directors and Shareholders of the
Company, he expressed a deep sense of appreciation and gratitude to Mr. Leo Puri
for the valuable service and guidance provided by him during his tenure as
Independent Director of the Company.

10. The Chairman welcomed Ms. Radhika Shah, Company Secretary & Compliance
Officer to her first AGM of the Company.

11. The Chairman informed that following the previous AGM, Ms. Kalpana Morparia
ceased to be a Director of the Company with effect from the close of business hours
on 8th October 2024, upon completion of her second consecutive term as an
Independent Director. Additionally, Mr. Dev Bajpai, former Executive Director –
Legal, Corporate Affairs & Company Secretary, demitted office effective close of

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


business hours on 31st December 2024, following his early retirement from the
services of the Company. On behalf of the Board of Directors and Shareholders of
the Company, he also expressed sincere appreciation for the exemplary
leadership, strategic guidance, and significant contributions of both Directors
during their tenures. Their commitment to corporate governance and their role in
advancing the Company’s growth and compliance objectives were duly
acknowledged.

12. The Chairman then welcomed Mr. Rohan Jain, Partner of


M/s. Walker Chandiok & Co. LLP, Statutory Auditors, Ms. Jigyasa Ved of
M/s. Parikh and Associates, Secretarial Auditors, Mr. S.G. Narasimhan, Managing
Partner of M/s. R Nanabhoy & Co., Cost Auditors of the Company, who joined the
meeting through Video Conferencing.

13. The Chairman also welcomed all the Members of the Management Committee of
the Company, who had joined the meeting through Video Conferencing.

14. The Chairman welcomed Mr. Rajneet Kohli and Dr. Vivek Mittal to their first AGM
of the Company as Members of Management Committee.

15. The Chairman placed on record appreciation for contribution made by Mr. Shiva
Krishnamurthy for his leadership and invaluable contribution made by him during
his tenure as Member of the Management Committee of the Company.

16. Thereafter, the Chairman commenced the formal agenda of the AGM. The Notice
convening the meeting, the Report of Board of Directors along with annexures
thereto and the Audited Financial Statements for the Financial Year ended 31st
March, 2025 as circulated to all the Members in compliance with the relevant
circulars of MCA were taken as read.

17. The Chairman informed the Members that as the AGM was conducted through
audio visual means, the requirement for appointment of proxy and its related
compliances were not applicable. He further announced that ten representations
under Section 113 of the Companies Act, 2013 covering total of 146,48,07,974
(One Hundred and Forty Six Crores, Forty Eight Lacs, Seven Thousand, Nine
Hundred and Seventy-Four shares) shares of Re.1/- each, had been received.

18. The Chairman further stated that as required under the Companies Act, 2013, the
Register of Directors and Key Managerial Personnel and their shareholding along
with the Register of Contracts or Arrangements in which the Directors are
interested, were open for inspection on the website of NSDL.

19. The Chairman informed the Members that the Auditor’s Report on the
Annual Financial Statements of the Company for the Financial Year ended
31st March, 2025 did not contain any qualifications, observations or comments on
financial transactions or matters, which had adverse effect on the functioning of the
Company. He stated that in terms of Section 145 of the Companies Act, 2013, only
the qualifications, observations or comments, mentioned in the Auditor’s Report,
which had any adverse effect on the functioning of the Company, were required to
be read at the Meeting. Since there were no such qualifications, observations or
comments, the Auditors Report was not required to be read.
HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025
20. The Chairman then requested Ms. Radhika Shah to brief the Members about the
e-voting procedure at the Meeting.

21. Ms. Radhika Shah informed the Members that as per the provisions of the
Companies Act, 2013 and Regulation 44 of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the Company had provided the
facility of remote e-voting to the Members through NSDL e-voting system, to enable
them to cast their vote electronically. The remote e-voting was open from 09:00
A.M. on Wednesday, 25th June, 2025 till 05:00 P.M. on Sunday, 29th June, 2025.
The Members were also informed that the detailed procedure of e-voting at the
AGM was mentioned in the Notice of the AGM in the Integrated Annual Report.
The Members were further informed that Members who had not cast their vote
through remote e-voting process, had been provided with facility to cast vote during
the AGM using the e-voting website of NSDL.

22. Ms. Radhika Shah further informed the Members that


Mr. S. N. Ananthasubramanian, Practicing Company Secretary was appointed as
the Scrutinizer for the e-voting process.

23. Ms. Radhika Shah further stated that all Members who had joined the meeting were
placed on mute mode by default to ensure smooth functioning and transmission of
the AGM proceedings. During the Question & Answer (Q & A) session, the
Chairman would announce the names of the Members who had registered
themselves as Speakers for the meeting, in a sequence. The Members were
advised to refrain from disclosing any sensitive personal information or personally
identifiable details, whether pertaining to themselves or others, that were not
relevant to the business of the AGM.

24. The Chairman then took over the proceedings and informed the Members about
the flow of events at the AGM and stated that after his speech, he would move to
all the resolutions as set out in the Notice of AGM and then would move to the
discussion and Q&A session. The Chairman further stated that combined results
of remote e-voting and e-voting at the AGM would be announced and made
available on the website of the Company, on the website of NSDL and also on the
website of the Stock Exchanges in accordance with the prescribed timelines.

25. The Chairman then shared his views on a subject that was relevant in the current
environment for the Company and read excerpts from his speech titled
“Building a winning business in an aspiring India”. A copy of the complete
AGM Speech has been attached as Annexure I.

26. The Chairman then took up the official business of the meeting.

27. Chairman informed the Members that there were in total 7 (Seven) resolutions
proposed to be passed in the AGM and the same were forming part of the Notice
of the AGM set out in the Integrated Annual Report. Since the Notice had already
been circulated to the Members and the resolution had been put to vote through
remote e–voting, the resolutions were taken as read. The detailed Explanatory
Statement setting out material information with respect to all certain items of

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


Ordinary Business and all items of Special Business also formed a part of the
Notice of the AGM.

28. Following agenda and resolutions as mentioned in the Notice of the AGM were
deemed to be approved by the Members:

Item No. 1

ANNUAL FINANCIAL STATEMENTS AND REPORTS FOR THE FINANCIAL YEAR


ENDED 31ST MARCH, 2025

29. The Ordinary Resolution for Item No. 1 of the Notice was pertaining to adoption of
the audited Financial Statements including audited Consolidated Financial
Statements for the Financial Year ended 31st March, 2025 and the Report of Board
of Directors and Auditors’ Report thereon. The Resolution for Item No. 1 of the
Notice read as follows:

“RESOLVED THAT the Audited Statement of Profit and Loss for the Financial Year
ended 31st March, 2025, the Balance Sheet, Statement of Cash Flows, as on that
date, the Audited Consolidated Financial Statements, the Report of Board of
Directors and the Auditors’ Report, as circulated to the Members and laid before
the meeting, be received, considered and adopted.”

Item No. 2

CONFIRMATION OF INTERIM DIVIDEND AND DECLARATION OF FINAL DIVIDEND

30. Ordinary Resolution for Item No. 2 of the Notice was with respect to the Declaration
of Dividend. The Board of Directors at their meeting held on
23rd October, 2024 had declared an Interim Dividend of ₹29 per equity share of
₹1/- each (which includes a regular interim dividend of ₹19 and special dividend of
₹10 per equity share). Further, the Board of Directors at their meeting held on
24th April, 2025 had recommended Final Dividend of Rs. 24/- for every Equity
Share of Re. 1/- each for the Financial Year ended 31st March, 2025. The
Resolution for Item No. 2 of the Notice read as follows:

“RESOLVED THAT the Interim Dividend of ₹29 per equity share of ₹1/- each
(which includes a regular interim dividend of ₹19 and special dividend of ₹10 per
equity share), paid to the Shareholders for the financial year ended 31st March,
2025, as per the resolution passed by the Board of Directors at their meeting held
on 23rd October, 2024, be and is hereby noted and confirmed.

RESOLVED FURTHER THAT the Final Dividend of Rs.24/- for every Equity Share
of face value of Re. 1/- each for the financial year ended 31st March, 2025 as
recommended by the Board of Directors at their meeting held on 24th April, 2025
be and is hereby declared.”

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


Item No. 3 to Item No. 5

RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

31. Ordinary Resolution(s) for Item Nos. 3 to 5 of the Notice were with respect to
re-appointment of Directors retiring by rotation. As per the Articles of Association
of the Company and the statutory requirement of the Companies Act, 2013, all
Directors, other than the Managing Director and Independent Directors, retire at
the Annual General Meeting each year.

32. The Resolution set at Item No. 3 of the Notice read as follows:

“RESOLVED THAT Mr. Nitin Paranjpe (DIN:00045204), be and is hereby


re-appointed as Director of the Company.”

33. The Resolution set at Item No. 4 of the Notice read as follows:

“RESOLVED THAT Mr. Ritesh Tiwari (DIN: 05349994), be and is hereby


re-appointed as Director of the Company.”

34. The Resolution set at Item No. 5 of the Notice read as follows:

“RESOLVED THAT Mr. Biddappa Ponnappa Bittianda (DIN: 06586886), be and is


hereby re-appointed as Director of the Company.”

Item No. 6

APPOINTMENT OF M/S. PARIKH & ASSOCIATES, COMPANY SECRETARIES (ICSI


UNIQUE CODE: P1988MH009800) AS SECRETARIAL AUDITORS OF THE
COMPANY:

35. The Ordinary Resolution for Item No. 6 was with respect to Appointment of M/s.
Parikh & Associates, Company Secretaries (ICSI Unique Code:
P1988MH009800), as the Secretarial Auditors of the company.

36. The Resolution set at Item No. 6 of the Notice read as follows:

“RESOLVED THAT pursuant to provisions of Sections 204 and 179(3) of the


Companies Act, 2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 framed thereunder, Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (including
any statutory modification(s), re-enactment thereof for time being in force) and
circulars issued thereunder from time to time, and based on the recommendation
of the Audit Committee and the Board of Directors, M/s. Parikh & Associates,
Company Secretaries (ICSI Unique Code: P1988MH009800), be and are hereby
HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025
appointed as the Secretarial Auditors for the Company, to hold office for a term of
five consecutive years i.e. from financial year 2025-26 to financial year 2029-30,
on such remuneration as may be mutually agreed between the Board of Directors
and the Secretarial Auditors.

RESOLVED FURTHER THAT the Board or any duly constituted Committee of the
Board, be and is hereby authorised to do all acts, deeds, matters and things as
may be deemed necessary and/or expedient in connection therewith or incidental
thereto, to give effect to the foregoing resolution.”

Item No. 7

RATIFICATION OF REMUNERATION TO COST AUDITORS FOR FINANCIAL YEAR


ENDING 31ST MARCH, 2026:

37. The Ordinary Resolution for Item No. 7 was with respect to ratification of
remuneration to Cost Auditors for Financial Year ended 31st March, 2025. The
Resolution set at Item No. 7 of the Notice read as follows:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other


applicable provisions, if any, of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-
enactment thereof for the time being in force), the remuneration payable to M/s.
R Nanabhoy & Co., Cost Accountants (Firm Registration No. 000010), appointed
by the Board of Directors on the recommendation of the Audit Committee, as Cost
Auditors of the Company to conduct the audit of the cost records of the Company
for the financial year ended 31st March, 2026, amounting to ₹16.2 lakhs lakhs
plus applicable taxes and reimbursement of out-of-pocket expenses incurred in
connection with the aforesaid audit, be and is hereby ratified.”

38. The Chairman invited Members to offer their comments, make observations and
seek clarifications.

39. Of the Members who had registered themselves as speakers to speak or ask their
questions or seek clarifications on various items of the Reports and Financial
Statements for the year, the following Members spoke and sought clarifications.:

Sr. No. Name of the Shareholder Sr. No. Name of the Shareholder
1. Ms. Lekha Satish Shah 15. Mr. Yusuf Yunus Rangwala
2. Mr. Manoj Kumar Gupta 16. Mr. Bharat Mulchand Shah
3. Ms. HS Patel 17. Ms. Smita Bharat Shah
4. Mr. Santosh Chopra 18. Mr. Atanu Saha
Mr. Sharad Kumar Jivraj
5. 19. Mr. Santosh Kumar Saraf
Shah
6. Mr. Dinesh Gopaldas Bhatia 20. Mr. Hariram Chaudhary
7. Mr. Anil Babubhai Mehta 21. Mr. Dilip Bhargava
Mr. Dnyaneshwar Kamalakar
8. Mr. Prakash Chand Galada 22.
Bhagwat
HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025
Sr. No. Name of the Shareholder Sr. No. Name of the Shareholder
Mr. Himanshu Anilbhai Ms. Celestine Elizabeth
9. 23.
Trivedi Mascarenhas
Ms. Prakashini Ganesh
10. Mr. O P Kejriwal 24.
Shenoy
Mr. Kaushik Narendra
11. 25. Mr. Manish Shah
Shahukar
12. Mr. Yash Pal Chopra 26. Mr. Manjit Singh

13. Mr. Ashit Kumar Pathak


14. Mr. Jaydeep Bakshi

40. The following were some of the comments from the Members:
− Appreciation of the products of the Company;
− Appreciation of various awards and recognitions received by the Company;
− Appreciation for the amount of dividend payout;
− Appreciation for the prompt response and resolution of queries;
− Appreciation for the Annual Report being received on time and its informative
nature.
− Appreciation for the Secretarial Team for their timely support.

41. The Members’ feedback and suggestions were duly noted during the meeting.
Several questions / suggestions, echoed by multiple Members, pertained to the
following areas:
− Growth prospects and strategy of the Company;
− Arranging Factory visits;
− Increased CSR spends;
− Demerger of Ice Cream Business;
− Arranging detailed update on the assets of the Company;
− Increased shareholder engagement outside of AGM;
− Issue of bonus shares;
− Conducting the AGM in physical or hybrid mode;
− Application of AI in business;
− Research & Development and Product Innovation;
− Foods & Refreshments Business

42. The Chairman thanked the Members for their kind words and appreciation and
stated that their suggestions and feedback would be evaluated. He also
acknowledged their continued support and engagement. The Chairman responded
to the queries raised by Members present at the Meeting.

43. The common themes covered by the Chairman in his response were as under:

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


• Macro-economic context and outlook for the business;
• Company performance and Strategy;
• Ice Cream Business Demerger;
• Company’s progress on its sustainability goals;
• Shareholder Returns;
• Product Innovation and Research & Development by the Company;
• Digital Transformation and Marketing;
• Consumer needs and company’s offerings towards it;
• Issue of bonus shares / buyback.
• Employee attrition
• Shareholder Engagement and Meeting format.

44. The Chairman appreciated the shareholders’ engagement and acknowledged their
queries around performance. He emphasised that, despite macroeconomic
headwinds, the Company delivered strong, volume-led growth and continued to
gain market share. He reaffirmed the Company’s confidence in its “Aspire”
strategy, which is designed to consistently deliver earnings growth exceeding 10%
over the medium to long term.

45. The Chairman reiterated the Company’s unwavering commitment to innovation


and consumer-centricity. He shared that continued investments in innovation and
digital capabilities had enabled the Company to stay ahead of evolving consumer
needs. The Agile Innovation Hub was highlighted as a key enabler of rapid product
development and prototyping, contributing approximately 25% of the Company’s
turnover through new product launches. The Chairman also noted the strategic use
of advanced data analytics and digital tools to enhance decision-making and
consumer engagement.

46. The Chairman emphasised the Company’s strategic pivot towards digital
transformation. He shared that 40% of the Company’s advertising spend was now
directed towards digital platforms, with this share steadily increasing.
Collaborations with new-age platforms are helping the Company expand its reach
and deliver superior consumer experiences, ensuring that its marketing strategy
remains closely aligned with evolving consumer behaviour.

47. Addressing the demerger of the Ice Cream business, the Chairman outlined the
rationale for the decision, stating that it was made in the best interests of the
Company and its Shareholders. He assured Shareholders that the process would
be conducted with full transparency and that timely updates would be provided as
the demerger progresses.

48. In response to queries on stock performance and returns, the Chairman reaffirmed
the Company’s commitment to delivering sustainable long-term value. He
highlighted that over the past decade, the Company had delivered a total
shareholder return exceeding 200%. He reaffirmed that all options to enhance total
shareholder returns remain under active consideration, and the Company would
explore them as and when relevant.
HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025
49. The Chairman acknowledged shareholder suggestions regarding physical or
hybrid AGMs, factory visits, and improved connectivity. He expressed openness to
exploring these ideas to enhance engagement. He clarified that, in accordance
with Secretarial Standard-2, gifting to shareholders at AGMs was not permitted.
Nonetheless, the Company remained committed to transparent and inclusive
engagement and would continue to evaluate meaningful ways to connect with its
shareholders.

50. On employee-related queries, the Chairman shared that the Company’s attrition
rate remains below industry average, with higher turnover observed in junior
management. He highlighted the Company’s continued investment in talent
development, with over 100,000 hours of training delivered annually. The
Chairman reaffirmed the Company’s focus on nurturing a value-driven and
performance-oriented culture across all levels.

51. The Chairman provided a comprehensive update on the Company’s sustainability


initiatives. He noted a 99% reduction in emissions per ton since 2008 and that 97%
of operational energy now comes from renewable sources. Significant progress
had also been made in water conservation. Under the “Prabhat” programme, the
Company continued to make impactful contributions in education, healthcare, and
rural development—key pillars of its CSR efforts.

52. Responding to questions on asset values and royalty payments, the Chairman
clarified that assets are disclosed at cost in accordance with Indian Accounting
Standards. He also confirmed that royalty payments to the parent company was
fully disclosed in the financial statements.

53. After responding to all the queries of Members, the Chairman handed over the
e-voting process to the Scrutinizer. The e-voting facility was open at the NSDL
e-voting website after completion of the proceedings of AGM for 15 minutes to
enable the shareholders to cast their votes.

54. The Chairman further informed that combined results of remote e-voting and
e-voting during the meeting would be announced and made available on the
website of the Company, on the website of NSDL and also on the website of the
Stock Exchanges.

55. The Chairman thanked the Shareholders for their co-operation in conducting the
meeting through the audio video means.

56. The Chairman also thanked all Directors, Members of the Management Committee
and Auditors who had joined the meeting. Further he stated that the meeting would
stand concluded at the end of 15 minutes. The meeting concluded at 06:15 P.M.
(IST)

57. The results of the e-voting (attached as Annexure II) was declared on
2nd July, 2025 based on the report of the Scrutinizer dated 1st July, 2025.

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


Entered in the Minutes Book and signed on ___ day of July, 2025 at Mumbai.

s/d
(Nitin Paranjpe)
CHAIRMAN

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


ANNEXURE I

BUILDING A WINNING BUSINESS IN AN ASPIRING INDIA

NAVIGATING THE NEW NORMAL


We live in a world of rapid and profound change. From VUCA (Volatility, Uncertainty,
Complexity and Ambiguity), a term introduced in the 1980s, to BANI (Brittle, Anxious,
Non-Linear, Incomprehensible) introduced in the 2020s, volatility continues to define our
new normal.

We are witnessing unprecedented technological advancements, from Artificial


Intelligence (AI) taking over everything from searches to product design to farming, bio-
mimetic inspired design, driverless vehicles and Mars missions to science utilising bugs
for cleaning homes. Technology is, and will continue to be, a primary driver shaping our
future.

Climate change is another critical factor influencing our collective future. Its effects,
alongside biodiversity loss, are already evident in uneven rainfall, increasing water
scarcity, and zoonotic diseases. By 2049, the cost of economic damage due to climate
change is estimated to reach USD 38 trillion per annum.

Beyond these, we are seeing a significant shift from globalisation towards increased
protectionism. Trade wars and armed conflicts have moderated global growth. In fact,
the Organisation for Economic Co-operation and Development (OECD) recently revised
global growth projections downward to 2.9% for both 2025 and 2026. Thriving in this
turbulent world presents challenges, but also several opportunities for nations and
businesses.

INDIA: GROWING AMIDST TURBULENCE


Despite global uncertainty and slowing growth, India remains one of the fastest-growing
economies, projected to grow at approximately 6.3% during Financial Year 2025-26.
According to IMF data, India's GDP has more than doubled from USD 2.1 trillion in 2015
to overUSD 4.3 trillion in 2025, and projected to soon surpass Japan’s, and become the
fourth-largest economy. The period from 2014 to 2024 is being hailed as the decade of
India’s economic resurgence. This aligns with the vision of a ‘Viksit Bharat’ (Developed
India) by 2047, the nation's 100th year of independence. Achieving zero poverty, quality
education for all, affordable healthcare, meaningful skilled employment, and becoming
HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025
the world’s food basket are ambitious yet achievable milestones in India's journey to
becoming an advanced economy. To reach these, we need to boost our GDP growth
from 6.5% to over 8%. Several 'tailwinds' will help achieve this, including a strong digital
infrastructure, a conducive policy environment, and a burgeoning young population.

The Digital Differentiator:


What India may have lacked in physical infrastructure having missed out on the first,
second and third industrial revolutions the nation is making up for during the fourth
Industrial Revolution with the kind of digital public infrastructure (DPI) it has created.
Countries worldwide are seeking to replicate India's open network models, such as
Aadhaar and UPI. Indeed, digitisation and the nation's DPI could be its greatest future
advantage.

For example, India is advancing in digital commerce through the Open Network for Digital
Commerce (ONDC). ONDC operates on the same principles as other DPI frameworks,
aiming to bring sellers and buyers onto a single platform creating opportunities for all.
From local 'kiranawalas' to the largest retailers, everyone can leverage the network,
allowing consumers to choose freely, levelling the playing field like never before.
Ofcourse, it is easier said than done. Getting the country's over 12 million sellers and re-
sellers to leverage e-commerce and improve India's e-retail penetration from the current
4.3% is a tall order. Projections indicate ONDC's e-commerce Gross Merchandise Value
(GMV) is expected to grow to a massive 30% of the total e-commerce GMV by 2030,
potentially reaching USD 1 trillion. This requires concerted efforts, but when ONDC
achieves UPI's ubiquity, it will democratise commerce and foster inclusive growth across
the nation.

Furthermore, AI is already accelerating India's next growth phase. AI empowers people


nationwide to leverage data and knowledge for livelihoods, accessible healthcare,
skilling, and more. This is merely the beginning, as AI and digital adoption hold significant
transformative potential across all sectors. India's finance minister recently stated that
industries adopting AI are most likely to propel India into becoming the world's third-
largest economy.

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


Policies Boosting Innovation and Growth:
A positive policy environment focused on growth and prosperity for all serves as India's
second growth tailwind. In the last decade, several policy actions such as implementation
of the Goods and Services Tax, the Make in India initiative, the Digital India drive, efforts
to open up the economy by raising FDI limits among others, have provided the much-
needed boost to growth. India's infrastructure budget, for instance, has increased six-
fold, with capital expenditure surging from ₹2 lakh crore in 2014-15 to ₹11.21 lakh crore
in 2025-26, significantly contributing to the 'Viksit Bharat' goal. The Cabinet Committee
on Economic Affairs recently approved 12 new project proposals under the National
Industrial Corridor Development Programme with an estimated investment of
over₹28,000 crores.

Government policies favouring a robust startup ecosystem and fostering innovation


through initiatives like the Atal Innovation Mission have helped India steadily climb the
Global st Innovation Index. From 81 spot in 2015, we have th come up to 39 spot in 2024.
This highlights the immense strides made in the last decade.However,more needs to be
done; boosting innovation and improving conditions for businesses are crucial to
sustaining growth momentum.

In addition, the Govt has also doubled down on investment in R&D through the creation
of the Anusandhan National Research Fund to catalyze industry-academia partnership
and has launched the Bio-E3 policy aimed at fostering high-performance
biomanufacturing, which involves the production of bio-based products across various
sectors. The policy aligns with broader national goals such as achieving a 'Net Zero'
carbon economy and promoting sustainable growth through a circular bioeconomy.

Doubling Down on Demographic Dividend:


Finally, India’s burgeoning young population has the potential to propel future growth. By
2030, 69% of the country's population will be of working age. With a median age of less
than 29 years and the lowest dependency ratio, India will remain the largest provider of
human resources. According to the World Economic Forum (WEF), economies with a
demographic dividend, like India and sub-Saharan African nations, will supply nearly two-
thirds of new workforce entrants in the coming years. This will not only strengthen India's
manufacturing and services sector advantage but also boost its consumption.

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


However, to truly leverage these tailwinds, we must navigate challenges towards a
better, more sustainable future.

CREATING A TECH-DRIVEN, HUMAN-LED, AND SUSTAINABLE FUTURE


Our young population can only become our greatest strength if nurtured effectively. This
is mission critical and will prove crucial in achieving the Viksit Bharat ambition by enabling
meaningful employment; driving up consumption and contributing to the economy.
Technology must be harnessed to enhance productivity and empower the vast young
population. It needs to be leveraged for skilling, reskilling, and upskilling the working-age
population, and ensuring meaningful education through online courses and programmes.
The government has already initiated large-scale,tech-driven skilling programmes, such
as the Skill India Digital Hub. Interestingly, the World Economic Forum Future of Jobs
Report 2025 indicates that Indian companies are increasingly adopting skill-based hiring
(30% compared to 19% globally), which reduces the need for degrees and opens up
livelihood opportunities across the socioeconomic pyramid. To fully utilise the
demographic dividend, we must provide meaningful employment to our youth, enabling
them to further boost India’s internal consumption and contribute to the economy.

Even as we pursue growth, we must consider its environmental impact. India is not
insulated from global pressures. Rising temperatures, irregular rainfall, drought, and
floods are clear indicators of changing weather patterns and a call for action. One-third
of our nation’s GDP comes from nature-dependent sectors. It is estimated that the
climate crisis could cost India between 6% to 10% of its national income by 2100,
potentially pushing 50 million people back into poverty. According to the United Nations,
climate change will exacerbate inequalities, disproportionately affecting the poor through
increased food insecurity, water scarcity, and displacement.

To create a developed India, we must chart a path that prioritises economic growth
alongside environmental sustainability and social progress. While the government is
taking significant steps, 'India Inc.' must play a crucial role in ensuring this growth is
inclusive and environmentally responsible.

UNLOCKING A BILLION ASPIRATIONS


At Hindustan Unilever (HUL), we recognise our role in unlocking the aspirations of a fast-
evolving India. For over 90 years, we have embraced change and adapted to meet the
evolving needs of consumers across India.

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


Consequently, today, 9 out of 10 Indian households use one or more of our brands. Our
journey has had its challenges, but our core strengths have helped us navigate the
external environment while doing good for the nation.

First, as a consumer goods company, we have always listened closely to our consumers,
rooting ourselves in the very cultural fabric of India. Sensing consumer needs and picking
up signals have been our key strengths. Simultaneously, consumer-centric and superior
product innovation has fueled our growth and provided a competitive edge. In India, we
pioneered FMCG research, establishing our first R&D Centre in the 1960s. Our world-
class supply chain is another key strength, enabling us to manufacture superior products
and deliver them through one of the country's widest and most extensive distribution
networks. Today, over 9 million outlets carry our products.

But India is changing faster than ever. Consumers today are more aspirational, with
sentiments, tastes, and preferences evolving rapidly with every click or scroll on social
media. As a company, we have become more obsessive about 'sensing' what consumers
want and need, and 'delivering' at the right place and time. We are embedding technology
across our value chain to enhance agility and resilience. We also recognise that in an
increasingly complex world, leveraging the power of partnerships and deeper
collaboration is essential to find solutions for changing aspirations. As India prepares for
a watershed moment that will define its future, we are building to serve this new,
aspirational India.

Picking Up Consumer Signals Faster:


As aspirations rise, we are increasingly focusing on consumers' future needs – segments
we believe will form the future core, and products that will create new markets. In addition
to traditional methods, we are now deploying technology to pick up on trends even faster.
For instance, DVOC (Digital Voice of Consumer) is an AI-enabled tool that helps us
comprehensively analyse consumer sentiments.

For example, consumers today seek holistic wellness. To meet this growing demand, we
leveraged Unilever's brand repertoire to launch Liquid IV, a science-backed hydration
drink in India. We have also made strategic investments in science-baked wellness
brands such as Oziva and Wellbeing Nutrition. At the same time, we are building the
Adult Nutrition portfolio for Horlicks through clinically proven products for Diabetes
Management, Women’s Health and Protein plus diets.

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


Innovating for the Future:
After identifying consumer signals, we innovate to deliver superior formulations that cater
to every consumer need while also being good for the planet. For instance, we recently
developed Stratos, a first-of-its-kind innovation enabling better skincare and skin
protection benefits in soap bars, that is also beneficial for the planet. This technology,
the 1st of its kind to be certified by the Skin Health Alliance UK and the British Skin
Foundation, took five years to develop, with over 20 patents filed. It was tested across
the country and proven superior. With reduced palm oil dependency, these new bathing
bars decreased our reliance on forex-dependent commodities and lowered greenhouse
gas emissions.

Consider another innovation: intentionally adding probiotic micro-organisms to a floor


cleaner. These microbes consume dirt and stains, resulting in sparkling clean, fragrant
and insect-free floors. The Vim Ultra Pro floor cleaners were formulated with key
consumer pain points in mind, taking us nearly two years to launch a product that
addresses consumer needs without harming nature.

We are powering our innovations with differentiated science and technology from
Unilever's three cutting-edge research platforms. First, our deep understanding of gut,
skin, scalp and household microbiomes helps us bring world-class innovations designed
to address evolving consumer needs. Second, we are building on biotechnology, which
harnesses biology and nature to create new products that meet consumer needs and
preferences. This includes materials like plant-based polysaccharides and bio-
surfactants like rhamnolipids powering our PC and HC innovations. The third platform,
next generation materials, helps us identify and invest in developing materials that
benefit both people and the planet. We collaborate with partners to reformulate products
using lower-emission ingredients without compromising performance. We continuously
develop alternatives to fossil-fuel-based chemical ingredients in our laundry and cleaning
products. For instance, we partnered with Tuticorin Alkali Chemicals and Fertilisers
Limited and Carbon Clean Solutions, who developed cutting-edge technologies to
capture carbon dioxide from their production processes' energy use and convert it into
soda ash (sodium carbonate). This soda ash is used in our detergent products like Rin,
Wheel, and Surf excel.

Building an Agile Supply Chain:

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


Developing superior solutions for India's changing needs must be complemented by
world-class manufacturing and supply chain. We have 27 owned factories and produce
over 80 billion units of products for our consumers. Today, we further leverage
technology in manufacturing for even greater agility and resilience. Our Agile Innovation
Hub, for instance, helps deploy digital tools for faster recipe development and test with
consumers, cutting down the time taken from idea to shelf. Our digital Supply Chain
Nerve Centre captures real-time information and enables intelligent, data-driven
decisions. It prescribes customer-centric actions in real-time, ensuring our products are
always available to consumers wherever they are.

We are reimagining the factory of the future. Our nano factories handle smaller product
volumes with similar unit efficiencies as large factories, allowing us to cater to newage
consumers with niche product categories. Smaller batches also enable faster time-to-
market for innovations, addressing rapidly evolving consumer needs even quicker.
Digital interventions across our supply chain have received global recognition, with three
of our factories being declared 4IR end-to-end digital lighthouse factories by the WEF,
deploying the latest digital technology in manufacturing processes.

We collaborate with our suppliers and business partners to ensure collective success in
the future. For instance, we work closely with our agricultural suppliers and smallholder
farmers to deploy regenerative agricultural practices. This will provide superior quality
raw materials, boost farmer income with better yields, and help regenerate natural
ecosystems – a win-win for all.

Distributing to the New Consumer:


We understand that the shopper journey is evolving and no longer linear. Consumers
today are overwhelmed by choices across traditional trade, modern trade, and especially
online channels. To ensure a seamless experience both offline and online, we are
leveraging advanced technology stacks and creating a singular data lake for better
decision-making and execution in the marketplace. The recently established Premium
Retail Organisation (PRO) exemplifies our focus on shopper needs and execution. The
PRO exclusively focuses on creating demand and distributing our premium beauty
portfolio through Beauty and Pharma channels, reaching consumers where they are.

Another example of technology and collaboration enhancing traditional distribution is our


pioneering eB2B mobile app, Shikhar. It's a kirana-centric, distributor-inclusive model

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


that fosters better partnerships with our customers. With diversified product offerings and
advanced features like loyalty programmes, an intuitive user interface, AI-powered
personalised ads, and Customer Relationship Management (CRM) tools, Shikhar offers
an engaging platform to retailers and helps them improve footfalls. By automating routine
tasks, it frees up time for our distributor sales representatives to focus on market
expansion and innovation. We are also leveraging Shikhar's reach to collaborate with
and promote the Government of India's Open Network for Digital Commerce (ONDC)
initiative. Through an integrated module on Shikhar, neighbourhood kiranas can
seamlessly go live on ONDC and sell their entire product range online.

Marketing to the New India:


We are embracing technology and collaboration to reach our new-age consumers
differently, preparing for the future of marketing and shifting investments to digital
marketing channels. For instance, we have significantly boosted digital marketing
investments; today, 40% of our spending is on digital media. We also collaborate with
over 12,000 influencers to amplify our brand messages on social media. Allowing others
to tell our story on social media has provided many of our brands unprecedented reach
and traction.

Consider the example of Moti, our soap brand, which launched the 'Din Din Diwali'
campaign last festive season to preserve the essence of ‘Abhyanga Snan’ among new-
age consumers. The campaign garnered over 150 million views, and Moti's market share
saw one of its highest-ever growths following this campaign. Another example is the
Knorr Korean range of noodles, which collaborated with Netflix’s popular show, Squid
Game season 2, to reach consumers interested in Korean shows, culture, and food.

DRIVING SUSTAINABILITY FOR MORE IMPACT


While we are embracing technology and collaboration to caterto the aspirations of a
changing India, we realise that we also need to meet the expectations of society and
challenges of the environment. We have evolved our approach towards sustainability to
focus our efforts on fourpriority areas that need urgent action: Climate, Nature, Plastics
and Livelihoods. Let me illustrate with a few examples. We have joined the Resource
Efficiency and Circular Economy Industry Coalition (RECEIC), established by the
Ministry of Environment, Forest and Climate Change (MoEFCC). This is an initiative that
aims to advance the chemical industry’s transition towards NetZero by shifting from
fossil-based carbon to renewable carbon and will help us tackle climate change.

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


In our quest to protect and regenerate nature, we are promoting regenerative agricultural
practices that help reduce emissions and build resilience. We have partnered with the
Tea Research Association, Tocklai and conducted detailed lifecycle analysis of
over10,000 hectares across 21 tea estates, factories, and small tea growers covering
major tea-growing regions of India. The outcome of this research will help the tea industry
devise mitigation strategies for reducing the carbon footprint of Indian tea.

To partner India’s transition towards a plastic circular economy, we have made an


investment in Lucro Plastecycle Private Limited, a leading player in recycled flexible
plastics with an aim to significantly strengthen plastic circularity by increasing the
availability of recycled content for flexible.

Through the Skill’s Academy For Advancement of Livelihoods or SAFAL, we have been
empowering youth and enhancing livelihoods through skill development, 17
entrepreneurship and inclusivity initiatives. From helping fund young entrepreneurs to
mentoring and enabling employment forthem, SAFAL has,till date, helped enhance
livelihoods of over 3 lakh individuals.

These are among the many initiatives that we undertake to ensure a positive impact on
people and the planet. We realise that climate change and societal concerns will continue
to affect businesses in the long term, unless we become a part of the solution.

EMBEDDING A WINNING CULTURE


We are equally cognisant of the team we have, and the need to further develop them to
cater to the needs of an aspiring India while remaining relevant as an organisation. We
truly believe that market leadership follows thought leadership and fosters a culture that
enables freedom of thought and ideas, helping us win in the future.

For instance, we urge our people to 'Care Deeply' for our consumers, their brand
experience, and the impact our products have on both people and the environment. We
want our people to have an owner’s mindset and be obsessed with how our brands
interact with every stakeholder across the value chain.

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


As an organisation, we are increasingly 'Focusing on What Counts' to thrive in the future.
This means prioritising what’s best for our consumers and, in turn, for the business. We
will continue to focus on fewer but bigger things—those that make a real difference.

'Staying Three Steps Ahead' is critical to staying on top of trends. At HUL, we have
always prided ourselves on being thought leaders, possessing foresight, and predicting
consumer trends well ahead of time. For instance, we created the market for hair
conditioners and even for fabric softeners in India. We empower our people to abandon
the old and embrace the new, to stay ahead of the curve and lead by example.

Finally, we encourage our people to 'Deliver with Excellence,' taking complete


responsibility for processes and experiences.

These behaviours are underpinned by our enduring values, which continue to define how
we do business today. The values of integrity, responsibility, respect, and pioneering,
govern everything we do and have served us well, helping us weather many past storms,
and will continue to anchor us as we navigate an increasingly uncertain future.

CONCLUSION

The world today is characterised by uncertainty and chaos. However, amidst this
incomprehensibility, the Indian economy appears poised to continue its path to
sustainable and inclusive growth. The Indian consumer is evolving, seeking newer
products, better experiences, and aspiring for more. As a business serving the needs of
an ever-aspiring consumer and partner to a nation focused on its growth, we bear
significant responsibility. The new India presents several opportunities that we can
leverage to leapfrog into the future.
We are building capabilities to cater to the needs of an evolving and aspiring India.
Simultaneously, we are striving to ensure this growth journey does not negatively impact
the environment and leaves no one behind. We are navigating short-term challenges to
partner the nation’s long-term ambitions. After all, we have always believed that what is
good for India is good for HUL.

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025


ANNEXURE II

92nd Annual General Meeting held on 30th June, 2025

Declaration of results of remote e-voting and e-voting at the Annual General


Meeting

As per the provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
the relevant Circulars issued by the Ministry of Corporate Affairs, the Company had
provided the facility of remote e-voting and e-voting during the Annual General Meeting
to enable the Shareholders to cast their vote electronically on the resolutions proposed
in the Notice of the 92nd Annual General Meeting. The remote e-voting was open from
09:00 A.M. on Wednesday, 25th June, 2025 till 05:00 P.M. on Sunday, 29th June, 2025.

The Board of Directors had appointed Mr. S. N. Ananthasubramanian, Practising


Company Secretary (FCS: 4206 and COP No.: 1774), as the Scrutinizer for remote e-
voting and e-voting during the AGM. The Scrutinizer carried out the scrutiny of all the
electronic votes received up to the close of remote e-voting period and votes cast through
e-voting facility during the AGM and submitted his Report on 1st July 2025.

The Consolidated Results as per the Scrutinizers’ Report dated 1st July 2025 were as
follows:

Resolution Particulars % Votes % Votes


No. in Favour Against
1. Adoption of Audited Financial Statements 99.9991% 0.0009%
together with the Report of Board of Directors
and Auditors thereon for the Financial Year
ended 31st March, 2025
2. Confirmation of Interim Dividend and 99.9997% 0.0003%
declaration of Final Dividend for the Financial
Year ended 31st March, 2025
3. Re-appointment of Mr. Nitin Paranjpe (DIN: 99.5515% 0.4485%
00045204) as a Director
4. Re-appointment of Mr. Ritesh Tiwari (DIN: 99.8860% 0.1140%
05349994) as a Director
5. Re-appointment of Mr. Biddappa Ponnappa 99.8788% 0.1212%
Bittianda (DIN: 06586886) as a Director
6. Appointment of M/s. Parikh & Associates, 99.9986% 0.0014%
Company Secretaries (ICSI Unique Code:
P1988MH009800) as Secretarial Auditors of
the Company
7. Ratification of remuneration to Cost Auditors 99.9984% 0.0016%
for financial year ending 31st March, 2026

Based on the Report of the Scrutinizer, all Resolutions as set out in the Notice of
92nd Annual General Meeting have been duly approved by the Shareholders with
requisite majority.

Dated : 1st July, 2025

HINDUSTAN UNILEVER LIMITED – ANNUAL GENERAL MEETING DATED 30.06.2025

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