Notice of Annual General Meeting
Registered Office: Unilever House, B.D. Sawant Marg, Chakala, Andheri (East), Mumbai - 400 099.
CIN: L15140MH1933PLC002030, Website: https://www.hul.co.in,
E-mail: levercare.shareholder@unilever.com, Tel: +91 22 5043 2791/ 5043 2792
NOTICE is hereby given that the 92nd Annual General Meeting of Hindustan Unilever Limited (the Company) will be held on Monday, 30th June, 2025 at 02:00 P.M. (IST) through Video Conferencing / Other Audio-Visual Means (VC / OAVM), to transact the following business. The venue of the meeting shall be deemed to be the Registered Office of the Company at Unilever House, B.D. Sawant Marg, Chakala, Andheri (East), Mumbai - 400 099.
ORDINARY BUSINESS
To receive, consider and adopt the audited financial statements ( including audited consolidated financial statements) for the financial year ended 31st March, 2025 and the Reports of the Board of Directors and Auditors thereon.
To confirm the payment of 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) and to declare Final Dividend of
₹24 per equity share of ₹1/- each for the financial year ended 31st March, 2025.
To appoint a Director in place of Mr. Nitin Paranjpe (DIN: 00045204), who retires by rotation and being eligible, offers his candidature for re-appointment.
To appoint a Director in place of Mr. Ritesh Tiwari (DIN: 05349994), who retires by rotation and being eligible, offers his candidature for re-appointment.
To appoint a Director in place of Mr. Biddappa Ponnappa Bittianda (DIN: 06586886), who retires by rotation and being eligible, offers his candidature for re-appointment.
SPECIAL BUSINESS
Appointment of M/s. Parikh & Associates, Company Secretaries (ICSI Unique Code: P1988MH009800) as Secretarial Auditors of the Company:
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
" 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 statutor y 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 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."
Ratification of remuneration to Cost Auditors for financial year ending 31st March, 2026:
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"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 ending 31st March, 2026, amounting to ₹16.2 lakhs (Rupees Sixteen lakhs and twenty thousand) plus applicable taxes and reimbursement of out-of-pocket expenses incurred in connection with the aforesaid audit, be and is hereby ratified."
Notes for Members' Attention:
Virtual Meeting
The Ministry of Corporate Affairs (MCA), vide its General Circular No. 20/2020 dated 5th May, 2020 read with the subsequent circulars issued from time to time, the latest one being General Circular No. 09/2024 dated 19th September, 2024 (MCA Circulars), has allowed the Companies to conduct the Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) till 30th September, 2025. In compliance with the provisions of the Companies Act,
2013 (the Act), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (Listing Regulations) and MCA Circulars, the 92nd AGM of the Company shall be conducted through VC/OAVM. National Securities Depository Limited (NSDL) will be providing facilities in respect of:
voting through remote e-voting;
p a r ti c ip ati o n in th e A G M thr o u g h VC/ OAVM facility;
e-voting during the AGM.
The procedure for participating in the meeting through VC/OAVM is explained at Note No. 19 below and is also available on the website of the Company at https://www.hul.co.in.
As per SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 which came into effect from 13th December, 2024, the requirement to send proxy forms is not applicable to general meetings held only through electronic mode. As this AGM would be conducted through VC / OAVM, the requirement to provide facility for appointment of Proxy by the Members is not applicable. Hence, the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.
Authorised Representative
Institutional / Corporate Members are entitled to appoint authorised representatives to attend, participate at the AGM through VC / OAVM and cast their votes through e-voting. Institutional / Corporate Members are requested to send a scanned copy (PDF
/ JPEG format) of the Board Resolution authorising its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act, to the Scrutinizer at scrutinizer@snaco.net and to evoting@nsdl.com.
Dispatch of Annual Report
In accordance with the circulars issued by MCA and SEBI, the Notice of the 92nd AGM along with the Integrated Annual Report for the financial year 2024-25 is being sent by electronic mode to Members whose e-mail ids are registered with the Company / Registrar & Share Transfer Agent (RTA) or the Depository Participants (DPs). Additionally, in accordance with Regulation 36(1)(b) of the Listing Regulations, the Company is also sending a letter to Members whose e-mail ids are not registered with Company/RTA/DP providing the weblink of Company's website from where the Integrated Annual Report for financial year 2024-25 can be accessed.
Those Members who are holding shares in physical form and have not updated their e-mail ids with the Company, are requested to update the same by submitting a duly filled and signed Form ISR-1 along with self-attested copy of the PAN Card, and self-attested copy of any document as address proof (e.g. Driving License, Voter Identity Card, Passport, Masked Aadhaar, etc.), to the Company's RTA at the below mentioned address or by e-mail to einward.ris@kfintech.com:
KFin Technologies Limited,
Unit - Hindustan Unilever Limited
Selenium Building, Tower-B, Plot No. 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad, Telangana - 500 032.
Process for registration of e-mail id to obtain electronic copy of Annual Report
Members holding shares in dematerialised (demat) mode are requested to register / update their e-mail ids with their relevant DPs. In case of any queries / difficulties in registering the e-mail ids with their DPs, Members may write to the Company's RTA at einward.ris@kfintech.com.
Process for obtaining physical copy of Annual Report
As per Listing Regulations, physical copy of the Annual Report is required to be sent only to those Members who specifically request for the same. Accordingly, Members who wish to obtain a physical copy of the Integrated Annual Report for the financial year 2024-25, may write to the Company at levercare.shareholder@unilever.com, requesting for the same by providing their holding details.
The Notice of the 92nd AGM along with Integrated Annual Report for the financial year 2024-25, is available on the website of the Company at https:// https://www.hul.co.in/investors/annual-reports-and-
performance-highlights/annual-reports/, on the website of Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited and on the website of NSDL at https://www.evoting.nsdl.com.
Details of Directors seeking appointment/ re-appointment
Details as required in Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of the Directors seeking re-appointment at the AGM are provided at pages 458 to 460 of this Integrated Annual Report. Requisite declarations have been received from the Directors seeking appointment/re-appointment. The Managing Director and Independent Directors of the Company are not liable to retire by rotation.
Explanatory Statement
An Explanatory Statement relating to certain items of Ordinary Business i.e. Item Nos. 3 to 5, and items of Special Business i.e. Item Nos. 6 and 7, to be transacted at the AGM is annexed hereto.
Procedure for inspection of documents
Documents referred to in the accompanying Notice of the 92nd AGM and the Explanatory Statement shall be available at the Registered Office of the Company for inspection without any fee on all working days except Saturday, during normal business hours 09:00 A.M. to 05:00 P.M. (IST) from Friday, 20th June, 2025 to Friday, 27th June, 2025.
During the AGM, the following documents shall be 15. Remote e-voting - Key Dates:
available for inspection upon login at NSDL e-Voting
page at https://www.evoting.nsdl.com/ :
Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act;
Register of Contracts or Arrangements in which Directors are interested under Section 189 of the Act;
Certificate from Secretarial Auditors of the Company certifying that ESOP Schemes of the Company are being implemented in accordance with the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
Procedure for remote e-voting and
Cut-off date
The date, one day prior to the commencement of book closure, for determining the Members who are entitled to vote on the resolutions set forth in this Notice
Book closure dates
Period during which the Register of Members and Share Transfer Books of the Company shall remain closed
Remote e-voting period
Monday, 23rd June, 2025
Tuesday, 24th June, 2025 to
Monday, 30th June, 2025 (both days inclusive)
e-voting during the AGM
Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of the Listing Regulations and applicable Circulars, the Company is pleased to provide to its Members, the facility to exercise their right to vote on the resolutions proposed to be passed at AGM by electronic means. For this purpose, the Company has entered into an agreement with NSDL, as the authorised agency for facilitating voting through electronic means. The facility of casting votes by Members using remote e-voting system as well as e-voting on the date of the AGM will be provided by NSDL.
T he Company has appointed Mr. S . N . Ananthasubramanian (FCS 4206 and CP No. 1774), or failing him Mr. S.N. Viswanathan (ACS 61955 and CP No. 24335), Practicing Company Secretaries, to act as the Scrutinizer, to scrutinize the entire e-voting process in a fair and transparent manner.
Period during which Members, as on the cut-off date, may cast their votes on electronic voting system from any location
Start Date and Time Wednesday, 25th June, 2025
09:00 A.M. (IST)
End Date and Time Sunday, 29th June, 2025
05:00 P.M. (IST)
The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.
The facility for voting through e-voting system shall also be made available during the AGM. Members attending the AGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the AGM. Members who have voted through remote e-voting shall be eligible to attend the AGM, however, they shall not be eligible to vote at the AGM. Members holding shares in physical form are requested to access the remote e-voting facility provided by the Company through NSDL e-voting system at https://www.evoting.nsdl.com.
Procedure for remote e-voting
For Individual Members holding shares in demat mode:
Steps
For Members holding shares with DP registered with NSDL:
A
B
For Members registered on NSDL IDeAS facility
Members who are not already registered and wish to register for NSDL IDeAS facility
Option of Direct Registration for IDeAS facility is available at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp
For Members not registered on NSDL IDeAS facility
'NSDL Speede' Mobile App for e-voting
For a seamless e-voting experience, Members can also download the 'NSDL Speede' App by scanning the below QR code.
Steps
For Members holding shares with DP registered with CDSL
The NSDL IDeAS facility can be accessed either on Laptop or Mobile by typing the URL https://eservices. nsdl.com/ .
Once the e-Services home page appears, click on 'Beneficial Owner' under the IDeAS Section.
User ID and Password are required to be entered. The system will authenticate the Member by sending OTP on registered Mobile Number & e-mail id.
After successful authentication, click on 'Access to e-voting' under e-voting services.
Click on link placed under 'Actions' against the Company for which the Member wishes to exercise e-voting for casting the vote during the remote e-voting period or for voting during the AGM.
The NSDL e-voting website can be accessed either on Laptop or Mobile by typing the URL https://www. evoting.nsdl.com/
Once the e-voting page appears, click on 'Login' under the 'Shareholder/Member' Section.
For logging in, User ID (i.e. 16-digit NSDL demat account number) and Password / OTP and a Verification Code, are required to be entered. The system will authenticate the Member by sending OTP on registered Mobile Number & e-mail id.
After successful authentication, the Member will be redirected to the IDeAS e-voting page.
Click on link placed under 'Actions' against the Company for which the Member wishes to exercise e-voting for casting the vote during the remote e-voting period or for voting during the AGM.
A For Members registered on CDSL Easi / Easiest
The CDSL e-voting facility, viz. Easi / Easiest, can be accessed either on Laptop or Mobile by typing the URL https://web.cdslindia.com/myeasitoken/Home/Login.
User ID and Password are required to be entered. The system will authenticate the Member by sending OTP on registered Mobile Number & e-mail id.
After successful authentication, Members are required to click on NSDL, being the e-voting service provider, and choose the Company for which they wish to cast their vote.
Members who are not already registered and wish to register for CDSL Easi / Easiet facility Option of Direct Registration for Easi/Easiest facility is available at https://web.cdslindia.com/ myeasitoken/ Registration/EasiRegistration
For Members not registered on CDSL Easi / Easiest facility
Members can directly access the e-voting page by typing the URL https://www.evotingindia.com/ either on Laptop or Mobile.
Members are required to provide their demat account number and PAN.
The system will authenticate the Member by sending OTP on registered Mobile Number & e-mail id.
After successful authentication, click on link for e-voting against the Company for which the Member wishes to cast their vote.
QR Codes for CDSL e-Voting App required
Securities held in demat mode - login through depository participants
Members can also login using the login credentials of their demat account through their DP registered with NSDL / CDSL for e-voting facility. After logging in, the e-voting option will appear.
Once Members click on the e-voting option, they will be redirected to the website of NSDL/CDSL. After successful authentication, they can click on options available against the Company for which the Member wishes to exercise e-voting for casting the vote during the remote e-voting period or for voting during the AGM.
Important Note: Members who are unable to retrieve User ID / Password are advised to use the 'Forgot User ID / Password' option.
Advisory for Members
In order to access e-voting facility, Members are requested to update their Mobile Number and e-mail id in their demat accounts through their DPs.
For Technical Assistance
Members facing any technical issues related to e-voting may reach out to helpdesk of the respective depositories at the contacts given hereinafter:
NSDL
CDSL
e-mail id: evoting@nsdl.com e-mail id: helpdesk.
evoting@cdslindia.com Phone no.: 022 - 4886 7000 Phone No.: 1800 21 09911
Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP).
For other than Individual Members holding shares in demat mode and for Members holding shares in physical mode:
Steps
For Members registered on NSDL IDeAS facility
Members who have registered for NSDL e-services i.e. IDeAS, can log-in using the URL https://eservices.nsdl. com/ with their existing IDeAS login.
Once Members log-in to NSDL e-services with their log-in credentials, they can click on e-voting and select the Company for which they wish to cast their vote during the remote e-voting period or for voting during the AGM.
For Members not registered on NSDL IDeAS facility
The NSDL e-voting website can be accessed either on Laptop or Mobile by typing the URL https://eservices.nsdl. com/
Once the e-voting page appears, click on 'Login' under the 'Shareholder/ Member' Section.
For logging in, User ID (i.e. 16-digit NSDL demat account number) and Password / OTP and a Verification Code, are required to be entered. The system will authenticate the Member by sending OTP on registered Mobile Number & e-mail id.
User ID details:
Manner of holding shares
For Members holding shares in demat account with NSDL.
For Members holding shares in demat account with CDSL.
For Members holding shares in Physical Form.
User ID
8 Character DP ID followed by 8 Digit Client ID
16 Digit Beneficiary ID
EVEN (E-Voting Event Number) followed by HUL Folio Number
Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.
Members who are not able to retrieve the password, can send a request at evoting@nsdl.com mentioning their demat account number / folio number, PAN, name and registered address.
Note: It is strongly recommended that Members take utmost care to keep their password confidential and not to share their password with any other person. Login to the e-voting system shall be disabled upon five unsuccessful attempts to key in the correct password. In
Members already registered for e-voting
Members using NSDL e-voting system for the first time
Existing password can be used for logging-in and casting vote.
Initial password' communicated to Members is required to be entered. Once entered, the system will prompt to change the password.
such an event, Members are advised to use the 'Forgot User Details/Password' or Physical User Reset Password' option available on https://www.evoting.nsdl.com/ to reset the password.
How can Members verify that their votes have been cast successfully?
How to retrieve the Initial Password?
Members holding shares in demat mode would have received an e-mail from NSDL with the Initial Password in a pdf attachment, on their registered e-mail ids.
The password to open the pdf:
for shares held in NSDL account: 8 digit client ID,
for shares held in CDSL account: last 8 digits of client ID
for shares held in physical mode: folio number.
After selecting appropriate options i.e. assent or dissent and after verifying / modifying the number of shares for which the votes are to be cast, click on 'Submit' and also 'Confirm' when prompted.
Upon confirmation, the message ' Vote cast successfully' will be displayed.
Once Members confirm their votes on the resolution(s), they will not be allowed to modify their votes.