This Report is pursuant to Section 134 of the Companies
Act, 2013 ("Act") and Regulation 34 and Schedule V of
the SEBI (LODR) Regulations, 2015 ("SEBI Listing
Regulations").

MANAGEMENT DISCUSSION AND ANALYSIS
INDIAN ECONOMY OVERVIEW

In the 2025-26 financial year, the Indian economy
sustained its upward growth trajectory, propelled by
resilient domestic demand and the swift expansion of
key industries. The nation achieved substantial progress
in leveraging technology to enhance manufacturing
capabilities and improve export competitiveness. A
consistent focus on infrastructure investment, along
with targeted initiatives to stimulate manufacturing,
agriculture, and technology, established a robust
foundation for this growth. These efforts were further
reinforced by increased public expenditure and policy
measures, including income tax relief and GST
reductions, which successfully stimulated consumer
demand and bolstered investor confidence, creating a
platform for enduring long-term growth.

Despite these gains, the economy faced mounting
inflationary pressures driven by volatile commodity
prices and persistent supply chain disruptions.
Geopolitical tensions within the region, coupled with
ongoing global conflicts and economic uncertainties
stemming from international tariff announcements,
added layers of complexity to the fiscal landscape. These
macroeconomic challenges are projected to persist into
the forthcoming fiscal year.

INDUSTRY OVERVIEW

In contrast to the extreme heat of FY 2024-25, the
summer of FY 2025-26 was unseasonably mild, with
extended periods of cool and wet weather suppressing
peak temperatures across India. This atypical
seasonality directly impacted demand for highly
weather-sensitive categories; consequently, single-door
refrigerators and air conditioners—which largely cater
to first-time buyers—witnessed mid to high single-digit
decline.

Conversely, frost-free refrigerators and washing
machine sub-categories proved more resilient, achieving
modest mid-single-digit growth during the same period.

The slowdown in seasonal categories further intensified

the industry landscape, leading to unprecedented
competitive activity as key players aggressively pushed
never- seen- before trade and consumer discounts to
drive their volumes in a weak market.

Amidst this competitive environment, the strategic shift
toward premiumization remained a primary revenue
driver. Demand continues to pivot toward high-value
appliances characterized by advanced technologies,
larger capacities, and superior energy efficiency.

Complementing these market trends, the fiscal year saw
a tightening of the regulatory framework, with more
stringent energy norms introduced for refrigerators and
air conditioners in alignment with national
decarbonization commitments. Navigating these
transitions required rigorous operational planning to
ensure business continuity and compliance and on top,
it is expected to have substantial impacts on P&L of
different players.

India's resilience, diverse economic base, demographic
advantages coupled with exponential benefits of the
digital revolution continue to underpin its long-term
growth prospects. India is on track to becoming the third
largest economy by 2030 and the trickle down effect of
prosperity will fuel the durables industry over the
long-term.

COMPANY OVERVIEW

The Company has maintained a strong position in the
Indian consumer durables industry. The Company offers
an extensive product portfolio across various categories
like refrigerators, washing machines, air conditioners,
and cooking appliances.

Whirlpool is a highly recognised brand in India, known
for its quality and extensive reach across the country.
The Company has established a strong presence across
the country and serves a diverse customer base that
represents a wide range of income levels.

Key Business Strengths

• Diversified Product Portfolio with Strong
Innovations

Whirlpool began with direct-cool refrigerators and
semi-automatic washing machines, but over the
years as the aspirations of the Indian consumers
evolved, it expanded its product range to include
premium frost-free refrigerators, top-load washing

machines, air conditioners and microwave ovens.
Recently, in the second half of 2022, the Company
also began manufacturing front-load washing
machines in India, thereby further widening its
product portfolio. With a deep understanding of the
Indian consumer, we have brought meaningful
innovations alive - "Auto Defrost" in single door
refrigerators, "Ozone Refresh" front load washers,
"Fastest Convertible" frost free refrigerators,
Bloomwash top loaders and Dynamix Technology
in semi-automatic washing machines for example
amongst several other innovations.

• Manufacturing Excellence and Innovation

The Company operates three manufacturing
facilities in Pune, Faridabad, and Puducherry. Our
Direct Cool refrigerators and No Frost Refrigerators
are made in Pune; Direct Cool refrigerators are
made in Faridabad; and the washing machines
(Semi-automatic, Fully-automatic, and Front load)
are made in Puducherry. Our manufacturing
operations leverage advanced technology to deliver
best-in-class products at a competitive cost, creating
a sustainable competitive advantage for our
Company. This pursuit of manufacturing excellence
is anchored by World Class Manufacturing (WCM).
It's a rigorous and comprehensive methodology that
systematically improves productivity and quality
while aggressively reducing all types of losses within
our production system. Our manufacturing team
constantly works to create a world-class
organization that wins sustainably in the market.

• Strong Pan-India Distribution

The Company has a comprehensive Pan-India sales,
distribution, and service network with extensive
reach across the country. The network's strength lies

not just in the number of billing points and service
partners, but also in the lasting relationships with
customers built over decades. This relationship-
focused approach, combined with strategic
investments in retail demand generation, has been
instrumental in creating persistent value for the
Company's brand.

• Commitment to Superior Service

Whirlpool's strength lies in offering value beyond
high-quality products, with a focus on unique service
experiences that enhance life at home. The
Company understands the importance of after¬
sales support and continually improves its service
offerings to build brand loyalty. The Company has
enhanced after-sales service by expanding its
network, opening in-house service centers, training
technicians, and integrating technology to increase
efficiency and reduce consumer effort. In the last
few years, the Company has also implemented the
Net Promoter Score (N PS), a widely-used metric for
gauging consumer loyalty and satisfaction. NPS has
helped us understand the needs of our consumers,
curate consumer relevant service solutions and
foster stronger consumer relationships. The
Company's commitment to superior after-sales
support demonstrates its aim to provide value
throughout the entire product journey.

• Strong Brand Equity

Whirlpool over the years has built strong trust with
both consumers and customers alike. Our
consistent product quality, product lineup which has
evolved with changing consumer preferences and
strong brand image have resulted in the brand
Whirlpool consistently featuring in top considered
brands in the large appliances space.

Business Performance in FY 2025-26

Whirlpool's brand ethos of providing exceptional care
remained central to its business performance. Over the
last 12 months, the Company accelerated its focus on
premiumization, scaling new offerings and integrating
proprietary 6th Sense intuitive technology across its
product lines to address evolving consumer needs
through purposeful innovation.

Execution was fortified by strategic investments in retail
presence, competitive pricing, and a rigorous cost
takeout program. Simultaneously, the Company
successfully navigated complex regulatory shifts in both
components and finished products, establishing a
resilient foundation for long-term competitiveness and
sustainable growth.

To advance our portfolio premiumization strategy, we
bolstered the frost-free category with the launch of the
Lapis Grande glass door. This series introduced
exquisite, natural stone-inspired glass doors to the 300-
400L top-mounted refrigerator range, successfully
blending sophisticated design with cutting-edge
technology.

Recognizing the growing demand for appliances that
merge high performance with elevated design, we also
launched the Protton NXT. This thoughtfully engineered
3-door model delivers superior cooling retention and
enhanced storage organization, while its best-in-class
aesthetics seamlessly complement contemporary
interiors, elevating the overall appeal of the living space.

To strengthen its position within the highly competitive
front-load washing machine market, the Company
introduced a premier five-year comprehensive warranty
across the range. Furthermore, the Company increased
its presence in the rapidly expanding 9kg category by
integrating advanced features such as Steam Wash, 6th
Sense Soft Move, and Ozone Air Refresh Technology.

In the semi-automatic segment, the Company deployed
its groundbreaking Dynamix Detergent Dispenser
Technology* to resolve a significant consumer issue: the
appearance of detergent residue on garments. This
innovation provides the industry-leading advantage of
"Zero Detergent Patches"* and has been rolled out
across a broader selection of the semi-automatic lineup.

Addressing the needs of the growing "second-time
buyer" demographic in the single-door refrigerator
market, the Company broadened its portfolio with the

highly pertinent "AutoDefrost" feature. This solution is
currently available in models ranging from 192L to 274L,
spanning various energy efficiency tiers to reach a
diverse range of consumers and regional markets.

In 2025-26, the Company strategically expanded the 3
star & 4 star frost-free range and 5 star single door
range, strengthening the premium portfolio with energy-
efficient, high-performance models aligned with
contemporary consumer expectations.

To showcase our superior stain fighting capability, the
Company collaborated with Hindustan Unilever's Surf
Excel to create a co-branded campaign.

The Company continued to elevate everyday comfort
with the introduction of its 2025-26 range of Air
Conditioners, aligned with its vision of delivering
meaningful innovation through everyday care. Powered
by the proprietary 6th Sense Technology, the new range
offers intelligent cooling at the press of a button—
sensing and adapting to ambient conditions to deliver
optimal comfort and enhanced user experience.

^Relevant statements in above paragraphs are based on lab tests
done on select models under standard test conditions and may
vary depending on testing conditions and programs.

Along with strengthening our product portfolio,
significant enhancements have been made across the
organization to accelerate our journey towards
executional excellence and premiumization.
Investments were made to enhance both the quality and
quantity of retail executives, use of generative artificial
intelligence to improve hiring and scale up training,
revamping of measurement systems along with a major
re-engineering of Field Sales Rewards programs and
focusing disproportionately on higher margin products
to name a few. These changes have set a strong
foundation for driving long-term, profitable growth.

The key focus to take these investment decisions has
always been an ROI (Return on Investment) mindset so
that in the long-term the growth is profitable as well as
sustainable.

Product interventions across the calendar year 2025
combined with a mindset of execution excellence have
led to the Company growing market shares in frost free
refrigerators, semi-automatics and front load washing
machines while nearly holding shares in single door
refrigerators and top loaders despite the unprecedented
competitive activity and the Company's high volume
share in these two sub-categories.

The Company revamped its robust program called P4G
(Productivity for Growth), leading to cost productivity
improvements in the fiscal year that allowed
reinvestment into protecting market share in an
extremely competitive industry landscape and driving

revenue growth in an industry impacted by an
uncharacteristically cool summer.

Overall, the Company's coordinated efforts led to a 1.4%
growth in topline with Elica India's topline growth by
12%.

Financial Performance

Financial Year 2025-26 has been a period during which
Whirlpool of India Limited (Company) not only managed
through a challenging macroeconomic and industry
environment, but also laid an enduring strategic
foundation for its next chapter — one that we firmly
believe will generate long-term, sustainable value for
every shareholder.

Consolidated revenue from operations grew by 1.4%.
The first half of FY26 presented significant headwinds.
A weak summer season — traditionally our strongest
demand period, early on-set of monsoon coupled with
subdued consumer sentiment and extraordinary pricing
and promotions by competitors over an eight month
period (Apr-Nov '25) led to decline in our revenue by
3% in H1. However, the Company recovered in the
second half of the year. In H2 (Oct-Mar), the Company
delivered revenue growth of 6.6%, marking a clear

inflection after two consecutive quarters of decline. This
recovery was broad-based, driven by market share gains
in the washer segment, robust growth in our air¬
conditioning business and the continued
premiumization of our product portfolio. Your Company
exited the year on a strong note as it attained #2 spot
in Mar'26 (Multi Brand Outlets ("MBO") volume market
share) in Ref and washers, achieved market leadership
in direct cool refrigerator for three months in a row and
also gained #2 in top load washer in Q4'2025-26 (MBO
volume market share).

Our four strategic imperatives — Inspiring Generations
with Our Brands, Winning with Product Leadership,
Building a Competitive and Resilient Supply Chain, and
Excellence in Execution continued to guide every
decision we made in FY26.

Our consolidated material margin during the FY 2025¬
26 declined by 56 basis points vs year ago. This decline

was mainly because of the cost headwinds due to
Refrigerator and Air conditioner energy transition cost,
adverse impact of air conditioner mix and war led
commodity inflation impact in Q4. These headwinds
were offset to a large extent by the strong cost
productivity actions (P4G) which continue to deliver
significant cost efficiencies for the business.

On the profitability front, your Company delivered
consolidated Profit Before Tax (PBT) (before exceptional
items) of Rs 425.6 Cr (5.30% of Net Revenue) for FY 2025¬
26. The profit reduced by 12% vs year ago mainly on
account of increased product cost due to product
change over in line with new energy regulation and
incremental E-Waste provision vide notification dated
September, 2024. Outside of these impacts, our profit
grew ahead of revenue during the FY 2025-26.

During the year, your Company also accounted for a
one-time provision of Rs. 38.8 Cr. (consolidated) related
to the implementation of new wage code regulations
under India's Labour Codes framework. This provision
is a non-recurring, regulatory compliance adjustment
and has no bearing on the underlying operational
trajectory of the business. The consolidated Profit After
Tax (PAT) for FY 2025-26 was Rs. 295.3 Cr.

The single most consequential development of FY 2025¬
26 was the execution of a comprehensive long-term
agreement with Whirlpool Corporation. These
agreements, approved by our Audit Committee and
Board of Directors, represent a defining moment for the
independent strategic identity of Whirlpool of India. The
cornerstone of this framework is the Brand License
Agreement (BLA) with Whirlpool Properties, Inc. — a 30-
year exclusive licence. Complementing the BLA is the
Technology License Agreement (TLA) with Whirlpool
Corporation, providing the Company an exclusive access
to Whirlpool's technical intellectual property and know¬
how for major domestic appliance categories.

We believe our ongoing focus on consumer insights,
product innovation, execution excellence,
premiumization, and cost productivity will provide a

strong foundation for sustainable growth and enhanced
market competitiveness.

Performance of Subsidiary

Elica PB Whirlpool Kitchen Appliances Private Limited
("Elica India") is the only subsidiary of the Company.
During the current year, the Company has acquired
additional shareholding of 3.18% in Elica India taking
its total shareholding to 100%. Elica India is engaged in
the business of manufacturing and distribution of
kitchen appliances. In FY 2025-26, Elica India revenue
grew by a healthy 12% vs last year. Elica India maintained
robust profitability, delivering a strong Profit Before Tax
and exceptional items (PBT) margin of 16.0%,
underscoring continued operational efficiency and cost
management.

As per SEBI Listing Regulations, Elica India has been
determined as a material subsidiary of the Company as
on March 31,2026.

The Policy for determining Material Subsidiaries, in
accordance with the requirements of the Companies Act,
2013 ('the Act') and the SEBI Listing Regulations, can be
accessed on the Company's website at

www.india.whirlpool.in.

A statement containing the salient features of the
financial statements, in accordance with the provision
of Section 129(3) of the Act, is provided in Form AOC-1
attached to the Company's financial statements. The
financial statements of the Company, along with
relevant documents pertaining to its subsidiaries, are
available on the Company's website at

www.india.whirlpool.in.

Other Financial Disclosures

There were no material changes and commitments
affecting the financial position of the Company which
occurred between the end of the Financial Year ("FY")
to which this financial statement relates to and as on
the date of this Annual Report. During the Financial Year
2025-26, there was no amount proposed to be
transferred to the Reserves.

Outlook & Opportunities

The Company's strategic imperatives have been a key
driver of the business results in FY 2025-26. The
Company is confident that these strategic imperatives,
which are inspired by our brands, will continue to help
it deliver sustainable and profitable growth over the
long-term.

• Inspire with our Brands: The Company will
continue to focus on gaining superior consumer
insights to fuel consumer relevant innovation as well
as best-in-class communication. Our consumer
immersions showed us the inconvenience of
detergent patches for Semi Automatic Washer users
and inspired us to develop the Dynamix Detergent
Dispenser that ensures zero detergent patches in
the AceXL range of washers. From our consumer
interactions we also learnt that while consumers
purchase a "convertible" frost free refrigerator,
usage at home is low since conversion took hours.
This insight has been used to upgrade our frost-free
proposition to "India's fastest convertible
refrigerator" which converts from freezer to fridge
in just over 10 mins.

• Product Leadership: The Company will continue
to introduce product offerings with superior and
best-in-class performance to meaningfully solve
relevant consumer pain points. Through product
leadership, the Company will continue to drive
premiumization and bridge gaps in core product
categories. Our consumer home visits have also
shown us how proudly refrigerator owners
showcase its presence in their living rooms leading
us to develop a glass door range for single door
refrigerators and expand the range in frost free to
greater than 300L.

• Resilient Supply Chain: The management believes
that a resilient supply chain is also absolutely
imperative for its future profitable and sustainable
growth and therefore it will continue to drive the
quality of its products through WCM as well as drive
P4G cost saving initiatives.

• Execution Excellence: The Company continued
focus on driving reach and extraction through
best-in-class sales execution, incentivisation and
retail executive program.

RISK MANAGEMENT

The Company has an extensive Risk Management
Framework which has a risk assessment methodology
for identification of enterprise risks, enabling the Board
and management to assess the business risks and
threats and its mitigation controls. This framework is
designed to empower management with proactive
insights and value-driven reviews, ensuring the
organization maintains a risk profile within acceptable
limits. Following evaluation by the Risk Management
Committee, these risks undergo review by the Audit
Committee and subsequently the Board of Directors to
verify the strength and efficiency of the Company's
internal controls and risk management protocols.

Following the January 30, 2025, announcement
regarding Whirlpool Corporation's Anticipated Sell-
Do wn, the Company constituted the Transition
Committee and enlisted the legal expertise of M/s. AZB
& Partners. With the strategic guidance and support of
the Transition Committee the Company was able to
execute the significant transition agreements including
Brand License Agreement and Technology License
Agreement with the Promoter Group entities on October
16, 2025. Post the dilution of shareholding of the

Promoter and with the currently available facts, the
Management anticipates that the Anticipated Sell-Down
is unlikely to exert a material long-term impact on the
Company's operations.

Risk and Mitigation Controls

• Transition Risk of IT systems

While currently the IT infrastructure has been
mitigated through Transition Services Agreements
(TSA) the seamless transition after the expiry of TSA
continues as a risk for the Company IT systems. The
Company has engaged with an external consultant
and is in process of developing a roadmap for the
transition of IT systems and applications along with
building on in-house competency and redesigning
the IT organisation structure for seamless transition.
The Company will also leverage the knowledge and
expertise of its Directors on the Board for the
successful execution of the roadmap.

• Access to Future Technology

After the execution of Brand License Agreement and
Technology License Agreement, the brand name and
intellectual property has been safeguarded along
with the support required for technology,
engineering, innovation pipeline, product
developments, improvements, product related
regulatory changes, etc. from Whirlpool
Corporation.

• Talent Acquisition and Retention

The Company's human resource plays a crucial role
in delivering the business results of the organisation
and its success hinges on attracting, developing, and
retaining skilled personnel, especially key executives
and senior management. During this transitionary
phase the employee value proposition, retention
and attraction of right set of talent becomes crucial
for the Company. In order to moderate the risk, the
Board of Directors have approved the Whirlpool of
India Employee Stock Option Plan 2026, subject to
shareholders approval for its senior management
and other employees. Further, the Company
continues to build the engagement and
development of employees through its various
initiatives. The details of such initiatives can be
referred to in this Report and in the Business
Responsibility and Sustainability Report.

• Increased Competition

Increased competition in the consumer durables
sector, driven by new and expanding
manufacturers, presents ongoing challenges. To
stay competitive and maintain market presence, the
Company maintains and cultivates strong
relationships with key trade players. Leveraging its
strong Indian brand reputation, the Company
mitigates these risks by developing innovative
products with competitive pricing and margins.
Furthermore, the Company proactively manages
and minimizes risk through accelerated product
introductions, cost-cutting initiatives, and utilizing
its extensive geographical footprint.

• Regulatory Risk

To navigate the complex legal landscape governing
its operations, the Company may need to adjust
production techniques, modify product offerings, or
invest in high-cost compliance frameworks. The
Product Innovation function addresses these
potential risks by actively monitoring regulatory
shifts and executing strategic, cost-effective
transitions. Looking ahead, the Company remains
dedicated to refining its standardized processes and
organizational structures to ensure the continuous,
proactive oversight and integration of new
regulatory requirements.

• Supply Chain Disruption Risk

Due to the current geopolitical scenario, the supply
chain has been disrupted posing operational and
financial risk on the Company with the increase in
costs and limited avalibility of input material. The
Company continuously monitors the situation and
accordingly makes changes within the supply chain
decisions and strategy to reduce the risk at the best
possible.

OPERATIONS

Strong Resilience & Operational Excellence: Our

Integrated Supply Chain displayed exceptional resilience
this year, proactively managing a complex set of global
and regulatory headwinds. These challenges—including
the geopolitical impact of the Middle East war,
mandated new energy limit changes, evolving
Compressor BIS regulatory requirements, and market
demand volatility—were overcome through focused

operational discipline. The collective "Whirlpool spirit of
one team" enabled us to deliver significant cost
productivity, generating savings that fully mitigated
inflationary cost pressures. This success was paired with
our freight and warehousing functions relentlessly
focusing on maximizing on-time and in-full delivery to
our customers.

World Class Manufacturing (WCM): WCM remains our
cornerstone manufacturing strategy. It is a structured
approach to identify and eliminate losses, improve
efficiency, and foster a culture of continuous
improvement. The aim is to optimize all aspects of a
manufacturing process, including quality, cost, delivery,
safety, and employee engagement. Our Pune Plant is at
the Silver level, while our Faridabad and Puducherry
plants are at the Bronze level.

Employee Growth: The Company remains committed
to fostering employee growth through strategic
investment in development programs. Key initiatives
launched during the year includes Communications
Workshops, Career Craft, and I-Shine programs. These
efforts aim to build essential skills—such as strategic
thinking, change management, communications and
stakeholder management—across the supply chain
team. The Career Craft program, utilizing its Career
Inventory, Career Compass, and Individual Development
Plan (IDP) tools, provides employees with visibility into
available roles and the critical functional skills required
to chart their aspirational career paths. This structure
actively promotes career conversations with leaders and
helps align individual development with organizational
needs, thereby strengthening employee engagement
and addressing attrition concerns.

Sustainability: Our dedicated sustainability initiatives
have yielded superior results, particularly in reducing
our environmental footprint. Over the past three years,
we have endeavored to reduce water and energy
intensity per unit produced. The focused projects like
the Faridabad treated water reuse initiative, saved
14,510 kiloliters of fresh water. This focus on efficiency
was complemented by efforts to further reduce E-Waste
generation by strengthening quality processes across
all manufacturing facilities.

INFORMATION SYSTEMS

The Company uses information technology to improve
the effectiveness of its operations, to interface with our
customers, consumers and employees, to maintain the
continuity of its manufacturing operations and to

maintain financial accuracy and efficiency. Further
collection of data and processing of confidential or
sensitive data is also done through proper systems and
softwares with security checks. The Company continued
focusing on increased adoption and ROI of IT
investments, enhanced business productivity and
efficiencies by building better system controls and
automations and invested in IT infrastructure for better
resilience and reliability. The Company continuously
endeavors to improve IT Security and Infrastructure.

SOURCING AND SUPPLY CHAIN

The Company's Procurement function continues to play
a pivotal role in enabling operational resilience and cost
competitiveness amidst an evolving global landscape.
Leveraging a well-diversified supplier base, the
Company ensures uninterrupted access to critical
materials and components required for its
manufacturing operations.

During the year, the sourcing strategy was anchored on
strengthening governance, enhancing supply assurance,
and driving localization. A robust compliance framework
underpins all sourcing activities, reflecting the
Company's unwavering commitment to ethical practices
and regulatory adherence. This is reinforced through
structured programs such as Supplier Code of Conduct
(SCoC) audits, Third Party Due Diligence (TPDD)
screening, and conflict minerals tracking, ensuring a
responsible and transparent supply ecosystem.

The Company further accelerated its dual sourcing
strategy with a strong emphasis on localization. This
strategic shift has reduced dependence on imports,
improved supply continuity, and enhanced cost
efficiencies. A comprehensive risk assessment
mechanism is deployed to identify concentration risks
across geographies and suppliers, enabling proactive
diversification. Geopolitical developments continue to
be closely monitored and factored into sourcing
decisions to strengthen supply chain resilience.

In a year marked by continued global uncertainties, the
Company demonstrated strong execution capabilities
and agility in mitigating supply chain disruptions.
Through dynamic planning and responsive decision¬
making, it maintained operational stability and
improved supply reliability compared to the previous
year.

While select categories continued to experience
demand-supply imbalances, overall market volatility
showed signs of moderation. External factors such as

fluctuations in ocean freight, crude oil, and key
commodity prices were actively managed through
strategic interventions to minimize business impact.

HUMAN RESOURCE MANAGEMENT

The Company's success is driven by its people, focusing
on three pillars: Organization & Capability, Best Talent
& Leadership and Winning Culture. The Company has
developed a framework for Organizational Effectiveness,
targeting key areas like processes, structure, talent, and
culture, to build an agile and effective organization. This
framework ensures alignment with business strategy
and optimizes performance, guiding resource allocation
across business functions. The Company supports
employee growth by offering learning opportunities
through LinkedIn Learning via WeLEARN, enabling
employees to access a range of professional and
leadership development resources. Our Development
Programs nurtures high-potential employees through
mentoring and coaching from senior leaders, using the
"Leaders Teaching Leaders" concept. At Whirlpool, the
passion our people carry to improve life at home, moves
us forward. Being committed to nurture leadership roles
from within, the Company continued to augment its
flagship program, 'Aarohan' for high-potential
individuals. This initiative helps accelerate the
employees readiness for future leadership roles thereby
fostering holistic career progression within the
organization. We continued to focus on our flagship
Sales organization-wide initiative, iGrow.

The initiative identified talent for first-level leadership
roles through a rigorous set of assessments conducted
in-house. Many participants progressed to higher roles
post program completion. The Company also initiated
Career Craft program which was designed to ensure
employees have a line of sight to their aspirational roles
and enabling tools to pursue that journey. The Company
also has a longstanding tradition of listening to its
employees and seeking feedback. All employees of the
Company are eligible to participate in the Pulse Surveys.
We also have Lets Connect and functional townhalls in
addition to People leader connects to understand the
pulse of the organization.

To strengthen Whirlpool's Leadership Model behaviours,
the Company embarked on a journey of empowering
all its leaders. The senior leaders of the Company shared
examples of how they personally role-model these
behaviours and encouraged the teams to integrate them
into their daily lives. At the heart of our culture lie

enduring values, particularly emphasizing inclusion and
diversity. To bolster diversity, 'Growing Together', a
mentoring program for women in mid-managerial roles
was launched wherein they were paired with senior
leaders to facilitate personal and professional growth.
The Company's commitment to inclusion and diversity
is also evident in its I&D Learning Initiatives like
Empower which is designed to develop high-potential
women talent. Ensuring the health and well-being of
employees is a top priority at Whirlpool. That's why it
has implemented the Be*Well strategy, which revolves
around six key pillars: Be healthy, Be you, Be balanced,
Be curious, Be prepared, and Be connected. These pillars
are designed to empower and support employees in
every aspect of their lives, enabling them to thrive and
"Be Well" both at work and beyond.

The Company recognizes that a healthy and supported
workforce is essential for sustained success and growth,
and thus, it continues to invest in programs that
promote physical, mental, and emotional well-being. In
summary, throughout the year under review, the
organization focused on cultivating a dynamic learning
culture that is finely attuned to the evolving needs of a
forward-thinking organization. By prioritizing agility in
its operations, nurturing its talented workforce, and
fostering a culture of success and excellence, the
Company is not only preparing for the challenges of
tomorrow but also ensuring that it thrives in an ever-
changing landscape. The Company has implemented the
New Wage Code as notified under India's Labour Codes
framework effective April 01,2026. This is in line to our
continued commitment for adherence to the statutory
requirements and welfare of our employees.

CONSUMER SERVICE

Leading with Service. Winning with Experience.

The Company has established itself not only as a trusted
manufacturer of innovative and premium home
appliances, but also as a brand deeply committed to
delivering exceptional ownership experiences
throughout the customer journey. The Company places
a strong emphasis on crafting unique service
experiences that enrich life at home for its customers.
Understanding that customer satisfaction is often
defined by the quality of after-sales support, the
Company has developed one of the country's most
extensive and responsive service networks. Its strong
PAN-India presence ensures that customers across
regions receive timely and professional assistance

whenever required. To further enhance convenience
and accessibility, the Company offers a multi-channel
customer support framework that includes phone
assistance, email support, WhatsApp connectivity, and
SMS-based communication. This integrated approach
enables consumers to engage with the brand through
their preferred communication platform, ensuring faster
resolution and a smoother service experience.

In its pursuit of service excellence, the Company has
also established dedicated in-house service centers.
These centers operate under the direct supervision of
the Company, enabling standardized, high-quality
service and greater control over the customer
experience.

Key Highlights During the Year

• Successfully launched a dedicated Learning
Management System (LMS) for the Field Service
Team, enabling structured capability development,
continuous technical learning, and improved service
readiness across the network.

• Conducted extensive Network Engagement
Activities focused on strengthening collaboration,
alignment, and performance excellence across
service partners and field teams.

• Introduced a new range of customer-centric
accessories designed to enhance convenience,
comfort, and the overall appliance ownership
experience.

• Expanded Extended Warranty tie-ups with key trade
partners to strengthen point-of-sale offerings and
enhance customer confidence through
comprehensive protection plans.

• The Company received prestigious Trade
Recognition Awards for outstanding collaboration
and partnership excellence, reinforcing strong
engagement with key trade partners and
recognizing contributions toward delivering
superior customer and service experiences.

The Company also actively leverages the Net Promoter
Score (NPS), a globally recognized metric for measuring
customer loyalty and satisfaction, to gain deeper insights
into evolving consumer expectations and overall service
performance. The feedback and insights derived
through NPS helps the Company identify improvement
opportunities across key customer touchpoints,
enabling more proactive, responsive, and consumer¬
centric service interventions. This continuous feedback

mechanism supports the Company in enhancing service
quality, strengthening customer engagement, and
building long-term brand loyalty.

By continuously strengthening its service ecosystem,
investing in capability development, integrating
advanced service technologies, and fostering strong
partnerships with trade and service networks, the
Company reinforces its commitment to delivering
dependable, efficient, and customer-centric after-sales
support. Through these focused initiatives, the Company
continues to elevate the overall ownership experience
while building lasting consumer trust and confidence.
This unwavering service-first philosophy remains a
cornerstone of Whirlpool's brand promise and long¬
standing market reputation.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company maintains an internal financial control
framework tailored to its business scale and complexity,
meeting the statutory requirements. This framework
encompasses detailed policies and procedures for all
financial and operational activities, subject to regular
assessment by internal and statutory auditors, and
management.

The Company's internal control systems are
commensurate with the nature of its business and the
size and complexity of its operations. These are routinely
tested and certified by Statutory as well as Internal
Auditors and cover all offices, factories and key business
areas. Significant audit observations and follow up
actions thereon are reported to the Audit Committee.
The Audit Committee reviews adequacy and
effectiveness of the Company's internal controls
environment and monitors the implementation of audit
recommendations, including those relating to
strengthening of the Company's risk management
policies and systems. The Audit Committee also consults
with the Statutory Auditors regarding the sufficiency of
internal control systems and regularly reports significant
findings to the Board of Directors. This continuous
communication helps to ensure robust and effective
internal controls.

CAUTIONARY STATEMENT

This Annual Report may contain forward-looking
statements regarding the Company's objectives,
expectations, and projections, as defined under
applicable laws and regulations. These statements are
predicated upon contemporary assessments of
operations, industry dynamics, financial status, and
liquidity. It is hereby clarified that these statements do
not constitute guarantees and are inherently subject to
risks, uncertainties, and assumptions which are
inherently complex and challenging to anticipate.
Consequently, actual outcomes may diverge materially
from these forward-looking statements.

DIVIDEND

Your Board of Directors are pleased to recommend a
Final Dividend of INR 5/- (Indian Rupees Five only) per
equity share of face value of INR 10/- (Indian Rupees
Ten only) each for the financial year ended March 31,
2026. The Final Dividend, subject to the approval of
Members at the ensuing Annual General Meeting, will
be paid on or before October 08, 2026, to the Members
whose names appear in the Register of Members, as
on the Record date, i.e. August 28, 2026. The total
dividend for the Financial year to be paid to the
members will amount to INR 63.44 Crores. In view of
the changes made under the Income Tax Act, 1961, by
the Finance Act, 2020, dividend paid or distributed by
the Company shall be taxable in the hands of the
Shareholders. The Company shall, accordingly, make the
payment of the Final Dividend after deduction of tax at
source.

Further, the Members are informed that pursuant to
guidance given by SEBI to Registrar and Share Transfer
Agent dated January 23, 2024 and SEBI circular dated
November 03, 2021 (subsequently amended by circulars
dated December 14, 2021; March 16, 2023 and
November 17, 2023), the Company will be making the
payment of dividend through electronic mode only.
Therefore all the Members whose folios are in physical
mode are requested to register or update their KYCs
along with bank details with the Company/Registrar and
Share Transfer Agent at the earliest.

The dividend recommendation is in accordance with the
Dividend Distribution Policy of the Company which is
disclosed and is available on the Company's website at
www.india.whirlpool.in. For detailed information on the
procedure for the declaration and payment of the
dividend, shareholders are requested to refer to the
Notice of the 65^th Annual General Meeting.

Transfer to Investor Education and Protection Fund
(IEPF)

During the financial year under review, unclaimed
dividend amounting to approx. INR 25.57 Lacs and
23,224 unclaimed shares have been transferred to the
Investor Education and Protection Fund (IEPF) pursuant
to the provisions of Section 124 and 125 of the Act read
with the provisions of Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 and Investor Education and Protection Fund
(Awareness and Protection of Investors) Rules, 2001 as
amended from time to time ("IEPF Rules"). Pursuant to
the provisions of Section 124 of the Companies Act,
2013, and IEPF Rules, the amount of dividend remaining
unpaid or unclaimed for a period of seven years from
the date of transfer to unpaid dividend account shall
be transferred to the Investor Education and Protection
Fund ("IEPF") constituted by the Central Government.
Attention of the members is also drawn to the
provisions of Section 124(6) of the Act, which requires a
Company to transfer all the shares in respect of which
dividend has not been paid or claimed for seven (7)
consecutive years or more in the name of IEPF authority.

In terms of the provisions mentioned above, the
Company will be transferring the unpaid/unclaimed
dividend and corresponding shares for the FY 2018-19
to the IEPF within the statutory timelines i.e. by October
15, 2026 ("Due Date"). Members are requested to take
appropriate steps, if required, in this regard. In
accordance with the aforesaid provision of the Act read
with IEPF Rules, the Company has already taken
necessary action for transfer to IEPF of unclaimed/
unpaid dividend pertaining to financial years 2016-17
and 2017-18 and shares for which dividend has not been
paid or claimed by the shareholders for seven (7)
consecutive years or more.

The shareholders who have not yet encashed their
dividend warrant(s) for FY 2018-19 and subsequent
years may send their request for the same to the
Company/Registrar and Share Transfer Agent on or
before September 15, 2026. The shareholders are also
encouraged to complete their KYC and keep the same
updated at all times.

The details of the Nodal Officer and Deputy Nodal
Officer appointed under the provisions of IEPF are
available on the website of the Company at
www.india.whirlpool.in.

SHARE CAPITAL

As on March 31, 2026 the paid-up capital of the
Company was INR 12,687.18 Lacs. During the year under
review, the Company did not issue any class or category
of shares, employee stock options, convertible securities
and consequently there is no change in the capital
structure since the previous year.

Change in Shareholding of Whirlpool Mauritius
Limited and Alteration of the Articles of Association

During the FY 2025-26, Whirlpool Corporation through
Whirlpool Mauritius Limited erstwhile Holding Company
reduced its shareholding in the Company from 51 % to
39.76% pursuant to a stake sale undertaken in
November, 2025. As a result, the promoter's holding has
reduced from 51% to 39.76%, and the Company has
ceased to be the subsidiary of Whirlpool Mauritius
Limited.

Further, the Company has obtained approval of the
shareholders through postal ballot on November 28,
2025 approving certain amendments to the Articles of
Association of the Company in order to align the
constitutional documents of the Company with the
revised contractual, operational and governance
framework arising from the execution of long-term
brand licensing and technology licensing arrangements
with Whirlpool group entities and the change in
shareholding held by Whirlpool Corporation through
Whirlpool Mauritius Limited.

Subsidiaries, Joint Ventures or Associate Company

Apart from one subsidiary i.e. Elica PB Whirlpool Kitchen
Appliances Private Limited ("Elica India"), the Company
does not have any Joint Venture or Associate Company.
During the FY 2025-26, the Company acquired 3.18%
shares in Elica India and thereby increased its stake in
the subsidiary from 96.82% to 100% on March 10, 2026.
The other details including the financial performance
of Elica India during the FY 2025-26 have been captured
above.

Designated Person for Furnishing Information and
Extending Cooperation to Registrar of Companies
(ROC) in Respect of Beneficial Interest in Shares of
the Company

The Company Secretary & Compliance Officer of the
Company is the designated person responsible for
furnishing information and extending cooperation to the
ROC in respect of beneficial interest in the Company's
shares.

Employee Stock Option Plan 2026

During the FY 2025-26, the Board of Directors, based
on the recommendation of the Nomination and

Remuneration Committee ("NRC"), approved the
formulation and implementation of the Whirlpool of
India Employee Stock Option Plan 2026 ("ESOP 2026"),
subject to shareholders' approval and applicable
regulatory requirements.

The ESOP 2026 has been formulated in accordance with
the applicable provisions of the Securities and Exchange
Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE
Regulations") and is intended to promote retention,
leadership continuity and long-term alignment of
employee and shareholder interests. The Scheme is
proposed to be administered through an Employee
Welfare Trust in accordance with applicable laws and
will involve secondary acquisition of shares within the
limits prescribed under the applicable SEBI SBEB & SE
Regulations.

The NRC shall administer and supervise implementation
of the Scheme, including identification of eligible
employees, determination of grants and oversight of
vesting and exercise-related matters in accordance with
the terms of the ESOP 2026 and applicable laws.

BOARD MEETINGS

During the FY 2025-26, the Board met 10 (ten) times, in
respect of which notices were given and the proceedings
were properly recorded. The meetings were held on May
20, 2025; June 09, 2025; June 26, 2025; July 26, 2025;
September 10, 2025; October 16, 2025; November 04,
2025; January 02, 2026; February 06, 2026, and March
23, 2026. The intervening gap between two consecutive
meetings was not exceeding the period prescribed
under the Act and SEBI Listing Regulations. Details of
Board Meetings including the attendance of the
Directors can be referred to in the 'Meetings of the Board
of Directors' in the Corporate Governance Report
annexed to this Annual Report.

Board of Directors and Key Managerial Personnel
Change in Director

During the FY 2025-26, the Board of Directors, based
on recommendation of Nomination & Remuneration
Committee approved the re-designation and
appointment of Mr. Anil Berera (DIN: 00306485) as a
Non-Executive Independent Director of the Company
for the period from March 01, 2026 to November 30,
2029. However, Mr. Berera continued as a Non¬
Executive Director of the Company, as his re-designation
was not approved by the Members of the Company.

The Board at its meeting held on May 06, 2026, has
approved the re-designation of Mr. Arvind Uppal (DIN:
00104992) as a Non-Executive Non-Independent
Director of the Company with effect from May 06, 2026,
subject to the approval of the shareholders.

Re-appointment of Directors

During the FY 2025-26, at the 64^th AGM of the Company
held on September 12, 2025, Mr. Narasimhan Eswar
(DIN: 08065594), Director retiring by rotation was re¬
appointed.

Key Managerial Personnel

As on the date of this report, as per the provisions of
the Act, below are the Company's Key Managerial
Personnel:

(a) Mr. Narasimhan Eswar - Managing Director

(b) Mr. Anuj Lall - Executive Director

(c) Mr. Aditya Jain - Chief Financial Officer

(d) Ms. Sweta Srivastava - Company Secretary and
Compliance Officer

During the FY 2025-26, the Board noted the resignation
of Ms. Roopali Singh as Company Secretary and
Compliance Officer of the Company with effect from
June 30, 2025, to pursue professional opportunities
outside the Company. Further, Ms. Sweta Srivastava
(ICSI Membership No. A27095) was appointed as the
Company Secretary and Compliance Officer (Key
Managerial Personnel) of the Company with effect from
July 01,2025.

Further, in accordance with the provisions of the Act
and the Article 115 of Articles of Association of the
Company at the forthcoming Annual General Meeting
of the Company, Mr. Anil Berera (DIN: 00306485) retiring
by rotation and being eligible, offers himself for re¬
appointment. The resolution seeking shareholders'
approval for his re-appointment along with other
required details forms part of the AGM Notice.

Declaration from Independent Directors

The Company has received the below set out
declarations and confirmation from all the Independent
Directors:

(a) that they meet the criteria of independence as
prescribed under the provisions of the Act, read with
the Rules made thereunder, and the SEBI Listing
Regulations;

(b) there has been no change in the circumstances
affecting their status as Independent Directors of
the Company;

(c) that they have complied with the Code for
Independent Directors prescribed under Schedule
IV to the Act; and

(d) that they have registered themselves with the
Independent Directors Database maintained by the
Indian Institute of Corporate Affairs.

All the Independent Directors of the Company have
given the declarations confirming compliance with the
provisions of the Act, read with the Rules made
thereunder and SEBI Listing Regulations including
criteria of independence, Code of Conduct for
Independent Directors and registration in Director's
Database maintained by the Indian Institute of
Corporate Affairs (IICA). Further, there has been no
change in the circumstances affecting their status as
Independent Directors of the Company.

In the opinion of the Board, all Independent Directors
possess requisite qualifications, experience, expertise
and hold high standards of integrity required to
discharge their duties and give an independent
judgment without any external influence. List of key
skills, expertise and core competencies of the Board,
including the Independent Directors, forms a part of the
Corporate Governance Report.

The details of the familiarisation programmes for the
Independent Directors are available on the website of
the Company at www.india.whirlpool.in.

Pecuniary Relationship or Transactions with the
Company

During the FY 2025-26, the Non-Executive Directors of
the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees,
commission as applicable and reimbursement of
expenses incurred by them for the purpose of attending
meetings of the Board/ Committee(s) of the Company,
if any.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act,
the Board of Directors, to the best of its knowledge and
ability, confirm that:

(a) In the preparation of the annual accounts for the
FY ended March 31,2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departures made
from the same;

(b) They have selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year and
of the profit and loss of the Company for that
period;

(c) They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other
irregularities;

(d) They have prepared the annual accounts for the
Financial Year ended March 31, 2026, on a going
concern basis;

(e) They have laid down internal financial controls to
be followed by the Company and such internal
financial controls are adequate and operating
effectively; and

(f) They have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION

The Nomination and Remuneration Committee
considers the Remuneration Policy and its charter for
considering the attributes for Director's appointment
and his/her remuneration. These attributes include
qualifications, positive attributes, independence,
expertise etc. of Directors and other matters relating to
appointment and payment of remuneration to Directors
and Key Managerial Personnel and other employees of
the Company. The said policy is reviewed periodically
by the Nomination and Remuneration Committee and
is available on the website of the Company at
www.india.whirlpool.in. There was no amendment in the
policy during the FY 2025-26. The details regarding the
remuneration paid to the Executive and the Non¬
Executive Directors are detailed in the Corporate
Governance Report.

BOARD DIVERSITY

The Company acknowledges the critical role of board
diversity in driving long-term success and sustainable

growth. A truly diverse Board harnesses differences in
skills, regional and industry experience, backgrounds,
race, gender, and other distinctions among Directors.
Such diversity strengthens decision-making and helps
the Company maintain its competitive edge.

To formalize this commitment, the Board has adopted
a Board Diversity Policy. This policy outlines the
Company's approach to ensuring diversity in the
composition of its Board of Directors. The policy is
available on the Company's website at
www.india.whirlpool.in. The Nomination and
Remuneration Committee is responsible for
implementation of this policy.

PERFORMANCE EVALUATION OF DIRECTORS

Details of the annual Board evaluation process carried
out as per the terms of the requirement of the Act and
the SEBI Listing Regulations are provided in the
Corporate Governance Report.

RELATED PARTY DISCLOSURES

In line with the requirements of the Act and the SEBI
Listing Regulations, the Company has a Policy on
Materiality of Related Party Transaction (RPT) & Dealing
with RPT which is also available on the Company's
website at www.india.whirlpool.in. The Audit Committee
and Board approves the Related Party Transactions in
line with this Policy. All Related Party Transactions,
repetitive in nature, in the ordinary course of business
and at arm's length are given prior approval by way of
omnibus approval for the Financial Year by the Audit
Committee. Any subsequent material modifications are
placed before the Audit Committee for its review and
approval.

During the Financial Year, all RPTs were in ordinary
course of business and at arm's length except one, the
disclosure for which is given in AOC-2 annexed with this
report as Annexure-C. There was no material RPT as
per the RPT policy.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of loans, guarantees or investments made
by the Company under Section 186 of the Act, during
the FY 2025-26 forms part of the notes to the financial
statements provided in this Annual Report.

COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing
Regulations, the Board has constituted the following

statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

The details regarding meetings, roles and
responsibilities of the Committees can be referred to in
the Corporate Governance Report which forms a part
of the Annual Report.

In addition to the above, the Board has also formed
other Committees namely Executive Committee,
Transition Committee and Strategic Overview
Committee.

During the FY 2025-26, all recommendations and
suggestions made by the Committees were duly
accepted by the Board. These Committees convene
meetings as required to fulfill their roles and
responsibilities effectively or as stipulated by statutory
requirements.

Meeting of Independent Directors

A meeting of the Independent Directors without the
presence of Non-Independent Directors and members
of the management of the Company was held on May
20, 2025. More details about this meeting are provided
in the Corporate Governance Report forming part of
this Annual Report.

Audit Committee

As of March 31,2026, the Audit Committee comprises 5
(Five) Members. The details regarding meetings, roles
and responsibilities of the Committee can be referred
to in the Corporate Governance Report. During the FY
2025-26, all the recommendations made by the Audit
Committee were accepted by the Board of Directors.
However, the said Committee was reconstituted w.e.f.
May 06, 2026 and Mr. Arvind Uppal ceased to be the
Member of the Committee.

Corporate Social Responsibility (CSR) Committee

As of March 31, 2026, the CSR Committee comprises 4
(Four) Members. The details regarding meetings, roles
and responsibilities of the Committee can be referred
to in the Corporate Governance Report.

In line with the values of the Company, your Company
has over the years built a culture where CSR has been

deeply integrated with our business philosophy. Your
Company has formulated a CSR Policy in terms of
Section 135 of the Act read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 as amended
("CSR Rules''). During the FY 2025-26, in terms of Section
135 of the Act read with CSR Rules, your Company has
spent over two percent of the average net profits of
your Company during the three preceding financial
years in accordance with the CSR Policy and the Annual
Action Plan approved by the Board of Directors, from
time to time, on the recommendation of the CSR
Committee.

During the Financial Year, the Company continued its
CSR initiative towards an ongoing Water project. The
details of the project forms part of the CSR report
annexed as Annexure-D of this Annual Report and is
also available on the website of the Company at
www.india.whirlpool.in.

Risk Management Committee

As of March 31,2026, the Risk Management Committee
comprises 4 (Four) Members, wherein there are two
Executive Directors, one Independent Director and the
Chief Financial Officer of the Company. However, upon
re-designation of Mr. Arvind Uppal w.e.f. May 06, 2026,
the Committee was reconstituted and Mr. Rahul
Bhatnagar, Independent Director was appointed as a
member of the Committee.

The roles and responsibilities of the Risk Management
Committee are as prescribed under Regulation 21 of
the SEBI Listing Regulations and includes formulating a
detailed Risk Management Policy, monitoring and
reviewing of risk management plan and reporting the
same to the Board of Directors periodically as it may
deem fit, in addition to any other terms as may be
referred by the Board of Directors from time to time.
The Company's management identifies the risks as per
the framework provided in the Risk Management Policy
and provides to the Committee detailed information
regarding the identified risks and the mitigating actions.
The Committee reviews the same every half year and
makes its recommendations to the Board. This
structured approach helps ensure that potential threats
are identified early and appropriate measures are in
place to mitigate them effectively.

The details of the Risk Management Committee are
included in the Corporate Governance Report which
forms part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Code of Conduct/ Integrity
Manual which lays down the principles for vigil
mechanism for Directors, Employees and all
stakeholders of the Company enabling them to report
genuine concerns about unethical behaviour, actual or
suspected fraud or actions that can adversely impact
Company's operations, performance or reputation.
These principles are derived from the core values of the
Company and any grievances or concerns relating to
violation of Company's Code of Conduct/ Integrity
Manual can be reported by the employees and other
stakeholders. The Code of Conduct/ Integrity Manual
provides for adequate safeguards against victimization
of director(s)/ employee(s) who avail of the mechanism.
The complaints, if any, are reported to the Audit
Committee and it is affirmed that, no personnel has
been denied access to the Audit Committee. The
Company has scheduled various training sessions and
certification courses during the year for its Directors,
employees and workers to sensitize them on the
availability and accessibility of the mechanism. Further,
information on the subject can be referred to in the
Corporate Governance Report.

The Integrity Manual is available on the Company's
website and can be accessed atwww.india.whirlpool.in.

AUDITORS AND AUDITORS' REPORT
Statutory Auditors and Auditors' Report

As per Section 139 of the Act, read with the Companies
(Audit and Auditors) Rules, 2014, the members of the
Company re-appointed M/s. S.R. Batliboi & Co. LLP,
Chartered Accountants (Firm Registration No.: 301003E/
E300005) as the Statutory Auditors of the Company, for
a term of five consecutive years, at the 61^st Annual
General Meeting (AGM) of the Company held on July 15,
2022, to hold office till the conclusion of 66^th AGM of
the Company.

There has been no qualification, reservation or adverse
remark reported by the Statutory Auditors in its reports
on standalone and consolidated financial statements of
the Company for the year ended March 31, 2026,
forming part of this report.

Secretarial Auditors and Secretarial Audit Report

As per Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI
Listing Regulations, Mr. N C Khanna (ICSI Membership

No. 4268 & Certificate of Practice No. 5143), Practicing
Company Secretary was appointed as the Secretarial
Auditor of the Company for a term of 5 consecutive
years, starting from Financial Year ending March 31,
2026 till March 31,2030 by the shareholders in 64^th AGM
of the Company held on September 12, 2025.

The Secretarial Audit for the Financial Year ended March
31, 2026 was carried out by Mr. N C Khanna (ICSI
Membership No. 4268 & Certificate of Practice No.
5143), Practicing Company Secretary. The Report given
by the Secretarial Auditor is annexed as Annexure-E1
of the Annual Report. The Secretarial Audit Report is
self-explanatory and does not have any qualifications
or adverse remarks.

As per SEBI Listing Regulations, Elica PB Whirlpool
Kitchen Appliances Private Limited has been determined
as a material subsidiary of the Company as on March
31,2026. Hence, the Secretarial Audit report of material
subsidiary is annexed to the Board report of the
Company as Annexure-E2.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the Financial
Year ended March 31, 2026, on compliance of all
applicable SEBI Regulations and circulars/ guidelines
issued thereunder, was obtained from Mr. N C Khanna,
Practicing Company Secretaries and the same was filed
with Stock Exchange(s) within the prescribed timeline.
The Annual Secretarial Compliance Report is available
at the website of the Company at
www.india.whirlpool.in.

Cost Records and Cost Audit Report

Your Company is required to maintain cost records for
its products in accordance with the applicable provisions
of the Act. Based on the Audit Committee's
recommendation and upon shareholder approval, the
Board of Directors appointed M/s. Chandra Wadhwa &
Co., Cost Accountants (Firm Registration No. 000239),
as Cost Auditors for the FY 2025-26. The Cost Auditors
have issued a Cost Audit Report for the FY 2025-26,
which contains no qualifications or adverse remarks.
The Cost Audit Report for the FY 2025-26, issued by
M/s. Chandra Wadhwa & Co., Cost Auditors, covering
various products as prescribed under Cost Audit Rules,
was filed with the Ministry of Corporate Affairs (MCA)
during the Financial Year.

Considering the scale of business, the Audit Committee
recommended re-appointing M/s. Chandra Wadhwa &

Co., Cost Accountants (Firm Registration No. 000239),
as Cost Auditors for the FY 2026-27. Your Company has
obtained the necessary consent and declaration from
the Cost Auditors. The Board of Directors have approved
the appointment and remuneration of the Cost Auditors
for the FY 2026-27, which now requires ratification by
the Members at the ensuing AGM. The necessary details
on the appointment and remuneration are included in
the notice of the AGM. In the Directors' opinion,
considering the scope of the audit and the size of the
business, the proposed remuneration for the Cost
Auditors is reasonable, fair, and commensurate with the
scope of work they will perform.

In all the above reports, the Auditors have not reported
any instance of fraud committed in the Company by its
officers, employees.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with all the applicable
provisions of Secretarial Standard on Meetings of Board
of Directors (SS-1) and Secretarial Standard on General
Meetings (SS-2), respectively issued by The Institute of
Company Secretaries of India.

LISTING OF SHARES

The Company's equity shares are listed on the National
Stock Exchange of India Limited (NSE) and BSE Limited
(BSE).

CORPORATE GOVERNANCE

One of the essential fundamentals of the Company is
maintaining high standards of Corporate Governance.
A separate report on Corporate Governance, annexed
as Annexure-A of this Report, along with a certificate
from Chief Executive Officer and from the Statutory
Auditors of the Company regarding compliance of
conditions of Corporate Governance as required in
terms of the SEBI Listing Regulations.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

Pursuant to the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013 (POSH) the Company has
constituted an Internal Complaints Committee (ICC),
details of Policy and complaints can be referred to in
the Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS &
OUTGO

The particulars with respect to Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings
and Outgo, as prescribed under Sub-section (3)(m) of
Section 134 of the Act, read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, are annexed as
Annexure -F of this Annual Report.

PARTICULARS OF EMPLOYEES

The Disclosure of Remuneration as required under
Section 197 of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ('Rules'), is annexed as
Annexure-G of this Report. As per the provisions of
Section 136(1) of the Act and Rule 5 of the Rules, the
Report and Financial Statements are being sent to the
Members of the Company excluding the statement of
particulars of employees under Rule 5(2) of the Rules.
Any Member interested in obtaining a copy of the said
statement may write to the Company Secretary at the
Registered Office of the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act, the Annual Return of the Company in Form MGT-
7 for the FY 2025-26, will be made available on the
Company's website atwww.india.whirlpool.in.

DEPOSITS

During the FY 2025-26, the Company has not accepted
any deposits which fall under the purview of Section 73
of the Act and as such, no amount of principal or interest
was outstanding as at the Balance Sheet date.

SIGNIFICANT MATERIAL ORDERS PASSED BY
REGULATORS/COURTS/TRIBUNALS

No significant or material orders were passed by the
Regulators or Courts or Tribunals which impacts the
going concern status and Company's operations in
future.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Company firmly believes that resilient and inclusive
growth can only be achieved when built on the strong
foundations of environmental stewardship, social
responsibility, and sound governance. This Annual
Report also includes a Business Responsibility and
Sustainability Report (BRSR), annexed as Annexure-H.

In accordance with Regulation 34(2)(f) of SEBI Listing
Regulations, the Business Responsibility and
Sustainability Report (BRSR) for the Financial Year 2025¬
26, along with BRSR Core and reasonable assurance
opinion statement provided by the Adwin Advisory
Services Private Limited, independent agency forms an
integral part of this Annual Report. It comprises a set of
Key Performance Indicators (KPIs) aligned with the nine
ESG principles outlined in the National Guidelines on
Responsible Business Conduct (NGRBC), issued by the
Ministry of Corporate Affairs, Government of India.

The initiatives highlighted in the report demonstrate the
Company's commitment to reducing environmental
impact, balancing profitability with sustainability, and
strengthening governance practices. By adopting
transparent, efficient, and effective frameworks, the
Company continues to create long-term value for
shareholders while contributing positively to society and
the environment.

OTHER DISCLOSURES

During the year under review:

• No shares with differential voting rights and sweat
equity shares have been issued;

• No proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there is
no instance of One-time settlement with any Bank
or financial institution;

• There has been no change in the nature of business
of the Company;

• During the Financial Year ending on March 31,2026,
no securities of the Company were suspended from
trading;

• Neither the Managing Director nor the Whole-time
Director of the Company receive any remuneration
or commission from any of its subsidiaries.

ACKNOWLEDGMENT AND APPRECIATION

The Board would like to acknowledge the valuable
contribution made by all its stakeholders in the growth
and development of the Company. The Board places
on record appreciation for its employees, value chain
partners, distributors, customers, investors and
shareholders for their support and belief in the
Company. The Board also places its appreciation for the
continued assistance and support provided by the Trade
Partners, Government and Regulatory Authorities,
Banks, Stock Exchanges, Investors and Industrial Bodies.

The Board places on record its deep appreciation for
the committed services by all the employees and for
their continued commitment, dedication and untiring
efforts which are instrumental for upholding the growth
and success of the business.

The Company endeavors to build and nurture strong
relationships across the value chain which has been built
with cooperation, mutual trust and respect. Your
Directors and employees look forward to the future with
confidence and stand committed to creating an even
brighter future for all stakeholders.

For and on behalf of the Board of DirectorsArvind Uppal Narasimhan Eswar

Place: Gurugram Chairman Managing Director

Date: May 20, 2026 DIN: 00104992 DIN: 08065594