About Whirlpool of India Ltd

Whirlpool of India Ltd., headquartered in Gurugram, is one of the leading manufacturers and marketers of major home appliances in the country. The company is primarily engaged in manufacturing and trading of Refrigerators, Washing Machines, Air Conditioners, Microwave Ovens and Small appliances and caters to both domestic and international markets. The company also provides services in the area of product development and procurement services to Whirlpool Corporation, USA and other group companies. Whirlpool of India is a subsidiary of Whirlpool Corporation, the world's leading major appliance manufacturer. Whirlpool of India owns 3 state-of-the-art manufacturing facilities at Faridabad, Puducherry and Pune. Each of these manufacturing set-ups features an infrastructure that is witness of Whirlpool's commitment to providing its consumer with forward looking solutions. Whirlpool of India Ltd. was incorporated in July 09, 1960 as Kelvinator of India Ltd. The Company was formed in collaboration with Kelvinator International Corporation, USA for the manufacture of refrigerators compressors and allied products. In the year 1974, they established a factory for the manufacture of electrical grade stampings in collaboration with Thermal Refrigeration Ltd, UK. In the year 1975, the company established a modern tool room for the manufacture of tools dies jigs and fixtures. In the year 1976, they established a factory for the manufacture of electromechanical cash registers in collaboration with Gross Cash Registers Ltd, UK. Aravalli Svachalit Vahan Ltd, a sick unit at Alwar merged with the company with effect from May 26, 1982. In the year 1985, the company entered into a collaboration agreement with White Consolidated Industries Inc, USA for the manufacture of washing machines. In the year 1986, they introduced a 300-litre 2-door refrigerator for the lower and middle class consumers. In addition, they introduced a single speed (VIP-1) and 3-speed kick-start (VIP-3) along with two new models of cash registers. In the year 1993, the company entered into a tie-up with Whirlpool Corporation USA whereby Whirlpool contracted to purchase from White Consolidated Industries Inc, USA. Also, Expo Machinery Ltd, a wholly owned subsidiary merged with the company. In November 1995, the Whirlpool brand was launched along with a new 310-litre refrigerator. In the year 1996, Whirlpool Washing Machines Ltd merged with the Kelvinator India Ltd and the company changed their name from Kelvinator of India Ltd to Whirlpool of India Ltd. The Pondicherry washer unit introduced a re-styled version of a fully Automatic Washing machine and a 3.5 Kg Twin-tub machine under the Whirlpool brand. In the year 1997, the company signed an MoU with Intrinsic Automation System Pvt Ltd for the hiving off their electronic cash register division. They launched a venture consumer finance company in association with Apple Industries. In the year 1998, the company launched range of state of the art non-CFC frost-free refrigerators. In September 1998, Whirlpool Financial India Pvt Ltd another group company of Whirlpool Corporation and a wholly owned subsidiary of Whirlpool Financial Mauritius Ltd merged with the company. In the year 2000, the company expanded their product range by launching Airconditioners and Microwave Ovens for the first time. In the year 2001, they launched an indigenously developed Coffee Grinder, Bag Dryer and Voltage Stabilizer. In the year 2002, they launched Magic Cool series of Airconditioners, both Windows and Split type. During the year 2003-04, the company won a major order for Manufacturing and Export of Portable Home Appliances for the US market under the prestigious 'KitchenAid' brand. The company converted a part of the Pondicherry facility into an Export Oriented Unit to maximize the benefits and promote further exports. In December 2003, they launched a new range of Fully Automatic Washing Machines. In May 2004, the company launched new refrigerators in the 'ice magic frost-free range'. They entered into a distribution tie up with Faber India during the year. In April 2005, the company launched 'Genius' a direct cool refrigerator of 180 litres and premium range of window air-conditioners, namely 'MagicCool'. They also launched new Iceberg refrigerators during the year. During the year 2005-06, the company opened four new call centres in B class towns & non-metro cities to facilitate easy consumer access. In addition, as a part of the process innovation initiative, 'Hotlines' were installed in key trade partners locations to provide direct link to the call centres and service partners. During the year 2006-07, the company launched two new refrigerators, Whirlpool Delight in low capacity Frost Free and Fusion in high capacity Direct Cool. In April 2006, the company launched a Washing Machine - Splash, which is Fully Automatic Top Load. In September 2006, they launched Sparkle and Verve in the Semi Automatic Washing Machine segment and Sensation Classic in Fully Automatic Front Load. In addition, they launched a Microwave (Jet Chef) during the year. During the year 2007-08, the company introduced Whirlpool Microwave Ovens with sixth sense technology. They also launched Power Inverters during the year. In July 2007, the company introduced a stylish and highly featured range of Built-In appliances, imported from Whirlpool Europe. In January 2008, they introduced Whirlpool Purafresh, a range of Water Purifiers throughout the country. The company was also awarded the NDTV Profit Business and Leadership Award 2008 for 'The Best Consumer Durables Company' as an industry leader. In April-May 2008, the entire range in Direct Cool was refreshed with the re-launch of Genius and Fusion brands. In October 2008, the Direct Cool range was augmented with the launch of Fusion 180-litre, the first product in the entry level to have a frost control feature. In January 2009, they launched a completely new range of fully automatic top load and front load washing machines, including the high capacity models, under White Magic and Professional brands. The semi-automatic ranges were also augmented with a 'plastic cabinet' washing machines. On 14 January 2010, Whirlpool of India announced aggressive plans for growth in the AC category as it launched a new range in India. The company has launched 30 new products in two sub-brands Mastermind Chrome and Mastermind Aviator. The new range with several unique and premium features is aimed at giving a boost to Whirlpool in the AC category. On 3 February 2010, Whirlpool of India announced its association with country's biggest sporting event IPL Season 3 as the official sponsor and the 'cooling partner' of the Kings XI Punjab team. On 21 April 2010, Whirlpool of India launched six new models of convection Microwave Ovens (MWOs) as a part of its Jet Chef and Family Chef Collection. On 12 November 2010, Whirlpool of India launched a range of new semi automatic washers- 'Whirlpool ACE Washstation'. Whirlpool Ace is a thoughtfully designed iconic product that blends both form and functionality redefining the Indian semi-automatic washing machine segment. On 24 May 2011, Whirlpool of India launched 22 new variants of Protton World Series Refrigerator. On 22 March 2012, Whirlpool of India announced aggressive growth plans for the Indian market as it unveiled its new products across 6 categories - Refrigerators, Washing Machines, Air Conditioners, Microwave, Water Purifiers and Built-in kitchen appliances - in the presence of its brand ambassador Kajol. The new portfolio expands Whirlpool's presence across multiple categories, and the launch of products in premium and super premium price segments is an indicator of the opportunity it sees in emerging India. On 10 April 2013, Whirlpool of India introduced Masterpiece refrigerator in direct cool segment that assures enduring performance and extra-ordinary functionality at competitive price. Unlike other refrigerators, this product has the best ratio between freezer and refrigerator for vegetarians. On 16 September 2013, Whirlpool of India launched India's first French Door Bottom Mount refrigerator. On 14 November 2014, Whirlpool of India announced the opening of its first exclusive Built-in showroom called as 'Whirlpool Haute Kitchen' in Jaipur, Rajasthan. This is the first Built-in Store in India by Whirlpool. It brings the best of European styling and functionality offering a complete range of Built-in products from Built-in Hobs, Built-in Hoods, Built-in Coffee Machine, Built-in Oven, Built-In Microwave Oven, Built-in Refrigerator, Built-in Water Purifier, Built-in Steam Oven and Built-in Dishwasher. On 5 July 2016, Whirlpool of India introduced its all new NeoFresh range of double door refrigerators with innovative 6th Sense Intellifresh technology. The 6th Sense Intellifresh technology along with 3 intellisensors forms an intelligent operating system that senses the internal load and external temperature to automatically adjust the temperature inside for long lasting freshness. On 10 November 2016, Whirlpool's premium kitchen appliances brand 'KitchenAid' announced its entry in Major Domestic Appliance (MDA) segment in India. 'KitchenAid- Full kitchen resource brand is worldwide known for providing passionate gourmet solutions to culinary experts since 100 years. The new products introduced in MDA category include Chef Touch- Sous Vide cooking system, dishwasher, Domino hobs and Fridge Freezer. On 11 April 2018, Whirlpool of India introduced advanced range of dishwashers. This range of European Dishwashers is best suited for the Indian environment. The entire dishwasher range optimizes the use of resources, guaranteeing low water consumption and high energy efficiency. The Board of Directors of Whirlpool of India at its meeting held on 1 June 2018 approved a proposal to enter into a strategic joint venture with Elica and acquire 49% equity in Elica PB India Pvt Ltd. As part of the Joint Venture, Elica PB India will manufacture and distribute cooking and built-in appliances under the Whirlpool brand in India. Elica PB India is a subsidiary of Elica SpA Italy and has been operating in India since 2010. Elica India is engaged in the business of manufacturing and trading of variety of kitchen equipment such as hobs, kitchen hoods, ovens, dishwashers etc. On 10 September 2018, Whirlpool of India announced that it has completed the acquisition of 49% of the issued and paid up share capital of Elica PB India Private Limited. With this transaction, Whirlpool of India will hold 49% shareholding in Elica PB India Private Limited. During year 2018-19, the Company invested Rs. 590 crores in capex projects like enhancing capacity at Faridabad & Puducherry factory and modernization of Double Door Frost Free line at Pune factory. During year 2019-20, the Company launched the widest range of 5 Star range of Semi-Automatic and Top Load Washing Machines to provide an incomparable wash experience. It introduced a new range of Single Door refrigerators, IceMagic Pro. It also introduced a range of Oven Toaster Grillers aimed at consumers seeking convenient and fast options of cooking crunchy, tasty and juicy treats at home. Apart from these, it introduced a new range of Front Load washers, Air Conditioners, Chest Freezers, Microwave-ovens, etc across the SAARC markets. It launched a new state of the art CRM Magicare NXT' powered by SAP C4C. During year 2020-21, the Company launched the next generation range of 3D Cool Inverter Air Conditioners. It also launched Stainwash Pro and Bloomwash Pro series of washing machines with In-built heaters. It launched a new range of the All-in-One Convection Microwave. It expanded its manufacturing footprint by developing a facility for semi-automatic washers at its Faridabad factory. The Company, during the financial year 2021-22, acquired additional equity shares of 38.25% in Elica PB Whirlpool Kitchen Appliances Private Limited (formerly known as Elica PB India Private Limited) and now holds 87.25% stake in Elica India. With this additional investment by the Company, Elica PB India became the subsidiary of the Company with effect from 29th September, 2021. During the year 2022-23, the Company set up at Puducherry a new production line for manufacturing front load washing machines having an annual capacity of 400,000 units. It launched the XpertCare range by venturing into the premium Front Load washing machines category; launched a new range of Stainwash; top load fully-automatic washing machines; launched the all-new Hydrowash semi-automatic washing machine range with 3D Wave Technology; in In refrigerators, it launched the Intellifresh Pro range of frost-free refrigerators.

Whirlpool of India Ltd Chairman Speech

Narasimhan Eswar

Managing Director Whirlpool of India Limited

Dear Shareholders,

Firstly, I am delighted to join Whirlpool and would like to o er my grateful thanks to you for giving me this opportunity. I joined Whirlpool on the 1^st of March 2023 and was appointed Managing Director on the 4^th April 2023. In the last ve months, I have understood the rich history and achievements of Whirlpool Group over its 111 years globally as well as its enviable heritage in India, one of its major global marketplaces. I have had the pleasure to meet a large number of our trade customers and front-line sales teams across multiple cities, interact with our esteemed board members, visit our three state-of-the-art factories in Pune, Puducherry and Faridabad, meet consumers as well as company colleagues. I feel extremely privileged to be part of this great Company and feel we have everything it takes to be a shining star in India's future constellation of its greatest companies.

State-of-the-art factories in Pune, Puducherry and Faridabad

This all new Front Load range is manufactured in the new state-of-the-art washing machine facility in Puducherry. Built with an investment of approximately INR 145 Crores, this project was completed in a record of 11 months.

With that, kindly allow me to share your Company's performance for the nancial year ended 31 March 2023. The nancial year 2022-23 was a challenging one for Whirlpool in what was a very complex year for the industry but it also served to showcase our resilience and winning spirit.

The durables industry witnessed accelerated in ation in costs and further, the interest rate hikes weighed on consumer sentiment through the year and thus appliance demand weakened sequentially across the quarters even as costs rose. The March 2023 lead-up to the season was surprisingly weak for the industry owing to unforeseen weather conditions. Further, the consumer durable market has become intensely competitive in the last 12-18 months with respect to the number of new entrants trying to scale up fast, often driven by low pricing o ers or disproportionately high sales investments. Lastly, signi cant changes in the energy and regulation norms for refrigerators meant the entire refrigerator ranges had to be phased in and out in the

rst half of this calendar year which was a necessary but signi cant challenge for the entire industry. All in all, it was a tumultuous year for the industry players.

In this context, we are happy to share that your company has achieved its highest ever turnover with revenue growth of 8.5% for the consolidated business for FY 2022-23. In the rst nine months of the scal year, the company experienced some market share challenges driven predominantly by gaps in pricing competitiveness and some portfolio gaps. January - March '23 revenues were concomitantly a ected by unfavorable weather conditions as well as the impact of phasing-in-and-out of the entire refrigerator business due to new energy and regulatory norms. As of April '23, our pricing competitiveness has been restored, our new and signi cant-ly improved ranges of refrigerators covering important portfolio gaps are mostly in place across channels and we are con dent that momentum will be back in the business. Pro tability has been a challenge this year for Whirlpool. Rising commodity prices through 2022 as well as signi cant energy and regulatory changes that necessitated product augmentation in 2023 have led to associated shortening of pro t margins. Even in a very tough environment for pro t-ability, we have strived to keep the shape of our P&L in order and set the stage for future growth. We have proactively put in place a comprehensive program of cost savings and margin improvement across all lines of the P&L. We are con dent that the combination of this along with a signi -cantly increased focus on premiumisation through product interventions and marketing & sales strategies will help drive our pro t margins in the medium term.

Within the industry portfolio, the demand for premium products continued to grow relatively stronger whereas the demand for mass products was more muted as the mass segments of the industry were adversely impacted by the relative lack of disposable income amongst the semi-urban and rural populations. Therefore, it gives me great pleasure to share that during this nancial year, your Company has signi cantly added to the journey it had embarked upon a few years back to premiumise its portfolio across refrigerators, air conditioners and washing machines. Today, Whirlpool has one of the widest product portfolios across varying price segments from mass to super-premium and is well-positioned to tap into recovering consumer demand across the next few years.

This scal year, your company took a big step towards leadership in the laundry category by entering into the premium Front Load washing machines category by launching the XpertCare range that features the breakthrough Ozone Air Refresh technology, proudly made in India. Similarly, at the premium end of the semi-automatic washing machine segment, the Company launched the all-new Hydrowash range with 3D Wave Technology which won the prestigious Red Dot Design Award for 2023.

In refrigerators, your company just launched the Intellifresh Pro range of frost-free refrigerators in 2023, powered by 6^th Sense Intellifresh Technology, designed to retain the freshness of fruits and vegetables for up to 15 days while preserving vitamin for up to 2X longer*. This new premium range o ers never-before features such as 10-in-1 Convertible mode and fully converts in less than 27 minutes* which is by far the class leading speed of convertibility amongst the major players. At the premium end of the Direct Cool refrigerator business, your company has also developed class leading performance features and claims across di erent models.

Similarly, the 2023 range of air conditioners features the next-generation 6th Sense Intellicool technology with advanced sensors that detect changes in temperature and humidity levels and adjust the settings automatically. The range also features the unique 3D Air System that enables a personalized experience for di erentiated cooling needs.

Lastly the Elica India business of which we are a 87.25% shareholder continues to be a success story. Elica India sales and pro ts grew by healthy double digits, the key drivers being consumer relevant, premium innovation that was delivered in double quick time and strong operational control over executional business levers.

We are con dent that our continued focus on cutting-edge innovations in premium segments and our resurgent drive on excellence in execution and costs will elevate our market shares and penetration in the premium segments pro tably in the coming years.

Our employees are a critical driver of Whirlpool's business results. Our employee engagement approach is a formalized and continuous listening strategy. This approach enables us to gather employee feedback at various points throughout the employment life cycle and in depth on various issues. Inclusion and Diversity (I&D) is a core value at Whirlpool because we know that drawing from diverse points of view improves our products, services, teams, and each other. Lastly, we are inordinately proud of our unique Company Leadership Model and are ensuring strong inculcation of the winning Whirlpool spirit in our teams through structured programs led by Whirlpool India Leadership team.

World Class Manufacturing (WCM) methodologies continue to drive product quality, competitive pricing, and reliable products for consumers. We prioritize employee health, safety and development, and provide our manufacturing workforce a safe work environment and meaningful development opportunities. Therefore it is no wonder that your Company was recognised as India's Best Workplaces in Manufacturing 2022.

Improving life at home through our environmental, social and governance (ESG) strategy is an integral part of our long-term, strategic imperatives and operating priorities. Over our history, we have continued to develop products that are good for our consumers and for the planet, to invest in resources that help care for our employees and our communities and to hold ourselves accountable with robust policies, procedures and systems. The longevity of your company certainly gives testimony to the sustainability of our business model and to the loyalty, perseverance and spirit of winning of our colleagues around the world.

May I extend my sincere appreciation to my fellow Board members, the leadership team, our employees, our suppliers and business customers for their continued support which has helped us serve our customers during these challenging times. I would like to thank all our shareholders and look forward to your continued support and guidance as we progress.

Warm Regards

Narasimhan Eswar

Whirlpool of India Ltd Company History

Whirlpool of India Ltd., headquartered in Gurugram, is one of the leading manufacturers and marketers of major home appliances in the country. The company is primarily engaged in manufacturing and trading of Refrigerators, Washing Machines, Air Conditioners, Microwave Ovens and Small appliances and caters to both domestic and international markets. The company also provides services in the area of product development and procurement services to Whirlpool Corporation, USA and other group companies. Whirlpool of India is a subsidiary of Whirlpool Corporation, the world's leading major appliance manufacturer. Whirlpool of India owns 3 state-of-the-art manufacturing facilities at Faridabad, Puducherry and Pune. Each of these manufacturing set-ups features an infrastructure that is witness of Whirlpool's commitment to providing its consumer with forward looking solutions. Whirlpool of India Ltd. was incorporated in July 09, 1960 as Kelvinator of India Ltd. The Company was formed in collaboration with Kelvinator International Corporation, USA for the manufacture of refrigerators compressors and allied products. In the year 1974, they established a factory for the manufacture of electrical grade stampings in collaboration with Thermal Refrigeration Ltd, UK. In the year 1975, the company established a modern tool room for the manufacture of tools dies jigs and fixtures. In the year 1976, they established a factory for the manufacture of electromechanical cash registers in collaboration with Gross Cash Registers Ltd, UK. Aravalli Svachalit Vahan Ltd, a sick unit at Alwar merged with the company with effect from May 26, 1982. In the year 1985, the company entered into a collaboration agreement with White Consolidated Industries Inc, USA for the manufacture of washing machines. In the year 1986, they introduced a 300-litre 2-door refrigerator for the lower and middle class consumers. In addition, they introduced a single speed (VIP-1) and 3-speed kick-start (VIP-3) along with two new models of cash registers. In the year 1993, the company entered into a tie-up with Whirlpool Corporation USA whereby Whirlpool contracted to purchase from White Consolidated Industries Inc, USA. Also, Expo Machinery Ltd, a wholly owned subsidiary merged with the company. In November 1995, the Whirlpool brand was launched along with a new 310-litre refrigerator. In the year 1996, Whirlpool Washing Machines Ltd merged with the Kelvinator India Ltd and the company changed their name from Kelvinator of India Ltd to Whirlpool of India Ltd. The Pondicherry washer unit introduced a re-styled version of a fully Automatic Washing machine and a 3.5 Kg Twin-tub machine under the Whirlpool brand. In the year 1997, the company signed an MoU with Intrinsic Automation System Pvt Ltd for the hiving off their electronic cash register division. They launched a venture consumer finance company in association with Apple Industries. In the year 1998, the company launched range of state of the art non-CFC frost-free refrigerators. In September 1998, Whirlpool Financial India Pvt Ltd another group company of Whirlpool Corporation and a wholly owned subsidiary of Whirlpool Financial Mauritius Ltd merged with the company. In the year 2000, the company expanded their product range by launching Airconditioners and Microwave Ovens for the first time. In the year 2001, they launched an indigenously developed Coffee Grinder, Bag Dryer and Voltage Stabilizer. In the year 2002, they launched Magic Cool series of Airconditioners, both Windows and Split type. During the year 2003-04, the company won a major order for Manufacturing and Export of Portable Home Appliances for the US market under the prestigious 'KitchenAid' brand. The company converted a part of the Pondicherry facility into an Export Oriented Unit to maximize the benefits and promote further exports. In December 2003, they launched a new range of Fully Automatic Washing Machines. In May 2004, the company launched new refrigerators in the 'ice magic frost-free range'. They entered into a distribution tie up with Faber India during the year. In April 2005, the company launched 'Genius' a direct cool refrigerator of 180 litres and premium range of window air-conditioners, namely 'MagicCool'. They also launched new Iceberg refrigerators during the year. During the year 2005-06, the company opened four new call centres in B class towns & non-metro cities to facilitate easy consumer access. In addition, as a part of the process innovation initiative, 'Hotlines' were installed in key trade partners locations to provide direct link to the call centres and service partners. During the year 2006-07, the company launched two new refrigerators, Whirlpool Delight in low capacity Frost Free and Fusion in high capacity Direct Cool. In April 2006, the company launched a Washing Machine - Splash, which is Fully Automatic Top Load. In September 2006, they launched Sparkle and Verve in the Semi Automatic Washing Machine segment and Sensation Classic in Fully Automatic Front Load. In addition, they launched a Microwave (Jet Chef) during the year. During the year 2007-08, the company introduced Whirlpool Microwave Ovens with sixth sense technology. They also launched Power Inverters during the year. In July 2007, the company introduced a stylish and highly featured range of Built-In appliances, imported from Whirlpool Europe. In January 2008, they introduced Whirlpool Purafresh, a range of Water Purifiers throughout the country. The company was also awarded the NDTV Profit Business and Leadership Award 2008 for 'The Best Consumer Durables Company' as an industry leader. In April-May 2008, the entire range in Direct Cool was refreshed with the re-launch of Genius and Fusion brands. In October 2008, the Direct Cool range was augmented with the launch of Fusion 180-litre, the first product in the entry level to have a frost control feature. In January 2009, they launched a completely new range of fully automatic top load and front load washing machines, including the high capacity models, under White Magic and Professional brands. The semi-automatic ranges were also augmented with a 'plastic cabinet' washing machines. On 14 January 2010, Whirlpool of India announced aggressive plans for growth in the AC category as it launched a new range in India. The company has launched 30 new products in two sub-brands Mastermind Chrome and Mastermind Aviator. The new range with several unique and premium features is aimed at giving a boost to Whirlpool in the AC category. On 3 February 2010, Whirlpool of India announced its association with country's biggest sporting event IPL Season 3 as the official sponsor and the 'cooling partner' of the Kings XI Punjab team. On 21 April 2010, Whirlpool of India launched six new models of convection Microwave Ovens (MWOs) as a part of its Jet Chef and Family Chef Collection. On 12 November 2010, Whirlpool of India launched a range of new semi automatic washers- 'Whirlpool ACE Washstation'. Whirlpool Ace is a thoughtfully designed iconic product that blends both form and functionality redefining the Indian semi-automatic washing machine segment. On 24 May 2011, Whirlpool of India launched 22 new variants of Protton World Series Refrigerator. On 22 March 2012, Whirlpool of India announced aggressive growth plans for the Indian market as it unveiled its new products across 6 categories - Refrigerators, Washing Machines, Air Conditioners, Microwave, Water Purifiers and Built-in kitchen appliances - in the presence of its brand ambassador Kajol. The new portfolio expands Whirlpool's presence across multiple categories, and the launch of products in premium and super premium price segments is an indicator of the opportunity it sees in emerging India. On 10 April 2013, Whirlpool of India introduced Masterpiece refrigerator in direct cool segment that assures enduring performance and extra-ordinary functionality at competitive price. Unlike other refrigerators, this product has the best ratio between freezer and refrigerator for vegetarians. On 16 September 2013, Whirlpool of India launched India's first French Door Bottom Mount refrigerator. On 14 November 2014, Whirlpool of India announced the opening of its first exclusive Built-in showroom called as 'Whirlpool Haute Kitchen' in Jaipur, Rajasthan. This is the first Built-in Store in India by Whirlpool. It brings the best of European styling and functionality offering a complete range of Built-in products from Built-in Hobs, Built-in Hoods, Built-in Coffee Machine, Built-in Oven, Built-In Microwave Oven, Built-in Refrigerator, Built-in Water Purifier, Built-in Steam Oven and Built-in Dishwasher. On 5 July 2016, Whirlpool of India introduced its all new NeoFresh range of double door refrigerators with innovative 6th Sense Intellifresh technology. The 6th Sense Intellifresh technology along with 3 intellisensors forms an intelligent operating system that senses the internal load and external temperature to automatically adjust the temperature inside for long lasting freshness. On 10 November 2016, Whirlpool's premium kitchen appliances brand 'KitchenAid' announced its entry in Major Domestic Appliance (MDA) segment in India. 'KitchenAid- Full kitchen resource brand is worldwide known for providing passionate gourmet solutions to culinary experts since 100 years. The new products introduced in MDA category include Chef Touch- Sous Vide cooking system, dishwasher, Domino hobs and Fridge Freezer. On 11 April 2018, Whirlpool of India introduced advanced range of dishwashers. This range of European Dishwashers is best suited for the Indian environment. The entire dishwasher range optimizes the use of resources, guaranteeing low water consumption and high energy efficiency. The Board of Directors of Whirlpool of India at its meeting held on 1 June 2018 approved a proposal to enter into a strategic joint venture with Elica and acquire 49% equity in Elica PB India Pvt Ltd. As part of the Joint Venture, Elica PB India will manufacture and distribute cooking and built-in appliances under the Whirlpool brand in India. Elica PB India is a subsidiary of Elica SpA Italy and has been operating in India since 2010. Elica India is engaged in the business of manufacturing and trading of variety of kitchen equipment such as hobs, kitchen hoods, ovens, dishwashers etc. On 10 September 2018, Whirlpool of India announced that it has completed the acquisition of 49% of the issued and paid up share capital of Elica PB India Private Limited. With this transaction, Whirlpool of India will hold 49% shareholding in Elica PB India Private Limited. During year 2018-19, the Company invested Rs. 590 crores in capex projects like enhancing capacity at Faridabad & Puducherry factory and modernization of Double Door Frost Free line at Pune factory. During year 2019-20, the Company launched the widest range of 5 Star range of Semi-Automatic and Top Load Washing Machines to provide an incomparable wash experience. It introduced a new range of Single Door refrigerators, IceMagic Pro. It also introduced a range of Oven Toaster Grillers aimed at consumers seeking convenient and fast options of cooking crunchy, tasty and juicy treats at home. Apart from these, it introduced a new range of Front Load washers, Air Conditioners, Chest Freezers, Microwave-ovens, etc across the SAARC markets. It launched a new state of the art CRM Magicare NXT' powered by SAP C4C. During year 2020-21, the Company launched the next generation range of 3D Cool Inverter Air Conditioners. It also launched Stainwash Pro and Bloomwash Pro series of washing machines with In-built heaters. It launched a new range of the All-in-One Convection Microwave. It expanded its manufacturing footprint by developing a facility for semi-automatic washers at its Faridabad factory. The Company, during the financial year 2021-22, acquired additional equity shares of 38.25% in Elica PB Whirlpool Kitchen Appliances Private Limited (formerly known as Elica PB India Private Limited) and now holds 87.25% stake in Elica India. With this additional investment by the Company, Elica PB India became the subsidiary of the Company with effect from 29th September, 2021. During the year 2022-23, the Company set up at Puducherry a new production line for manufacturing front load washing machines having an annual capacity of 400,000 units. It launched the XpertCare range by venturing into the premium Front Load washing machines category; launched a new range of Stainwash; top load fully-automatic washing machines; launched the all-new Hydrowash semi-automatic washing machine range with 3D Wave Technology; in In refrigerators, it launched the Intellifresh Pro range of frost-free refrigerators.

Whirlpool of India Ltd Directors Reports

Your Directorstake pleasure in presenting the 62^nd Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended 31^st March, 2023.

Financial Results and State of Company's Affairs

(INR in lacs)

Financial Performance:

During the financial year 2022-23, your Company's consolidated income increased by 8.5% as compared to the previous year and the consolidated profit before exceptional items, interest and depreciation was higher by 3.9% vs previous year primarily on account of significant growth in Elica PB Whirlpool Kitchen Appliances Private Limited‘s (“Elica PB Whirlpool") profits in back half of the year and full year impact of Elica PB Whirlpool's consolidation in 2022-2023.

Consolidated Profit Before Tax before exceptional items was lower by 5.8% compared to last year. Standalone Profit Before Tax was lower by 19.3% compared to previous year. The Company's financial performance came against the backdrop of a challenging macroeconomic environment faced by the industry in the financial year 2022-23. The year witnessed accelerated inflation and rising interest rates weighing on consumer sentiments, thus impacting demand sequentially across the quarters through the financial year. Against this backdrop, our consolidated revenue was up by 8.5% vs previous year. Our revenue growth was broad based with growth across Refrigerators, Washing machines & Air conditioners, and our subsidiary, Elica PB Whirlpool's, revenue grew in high double digits. The significant impact of raw material inflation and regulatory changes impact was partly offset by up pricing actions and accelerating cost productivity actions across all work streams. However, given some sequential market share challenges in 2022, we have taken calibrated pricing interventions and also launched our new refrigerator portfolio range in Jan - Apr 2023, that we belive would restore our competitiveness. On another front, we also reduced our non-material costs by 1% (of Income) vs previous year.

We belive that softening commodity prices coupled with our focus on driving the premium high margin portfolio and robust cost reduction program, should positively impact our margins in the medium term.

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 2022-23, there was no amount proposed to be transferred to the Reserves.

Our commitment to fund innovation and growth in the future remains unchanged, demonstrated by investment of INR 181 crores in capital expenditures which was higher by 6.5% vs previous year. During the year, the investment primarily included setting up a new manufacturing line for Front Load Washing Machine at Puducherry factory, upgradation of Frost Free Refrigerators and Top load washing machine product line ups, and debottlenecking production capacity.

During the Financial Year 2022-23, your Company has not accepted any public deposits in terms of Chapter V of the Act.

The Company maintained strong liquidity in business, generating INR 269.7 crores as cash from operating activities and ended the financial year with a healthy consolidated cash balance of INR 1677 crores.

Key Financial Ratios

* For debt-equity ratio lease is not considered as debt

Operational Performance

The operations are exhaustively discussed in the ‘Management Discussion and Analysis' detailed below.

MANAGEMENT DISCUSSION AND ANALYSIS

Outlook and Opportunity

The year 2022-23 marked the first year in the past few years when Covid-19 receded into the background and there were no major disruptions in India due to a spurt in cases. There was a return to normalcy in most aspects of life and the Indian economy witnessed a rebound driven by increased spending and government policy actions. With consumers craving for a greater sense of normalcy, out of home experiences and sectors like travel & tourism and automobiles saw a much greater rebound.

While the concerns around Covid-19 eased up, the biggest new challenge that emerged was the sustained inflation, which was fueled by macro factors and the geopolitical environment globally. The volatile and uncertain environment combined with spurts of supply chain disruptions pushed up prices for commodities and raw materials. This inflation in turn led to a series of interest rate hikes that impacted demand sequentially and caused a sequential slow down across quarters in the durables industry.

In this context, the Consumer Durable Industry in India witnessed a K-shaped kind of recovery in the financial year 2022-23. While there was stronger demand for premium products like double-door refrigerators, fully automatic washing machines, and air conditioners, the demand for mass products like single-door refrigerators and semi-automatic washing machines continued to be muted as the mass segments of the industry were hit by the relative lack of growth of disposable income amongst the semi-urban and rural populations. However, this is expected to be a transient phase. India has been one of the brightest spots in the world emerging out of the pandemic. With strong consumer sentiment and increased public spending, the country is bouncing back. India is now not only the world's most populous country but also one of the youngest ones. This demographic dividend is expected to drive economic growth and result in increase in disposable incomes. This economic growth, when combined with other key factors like rapid urbanization, the meteoric rise of the digital economy, and some of the lowest levels of appliance penetration in the world, should continue to spur demand for appliances across the spectrum. This augurs well for both the consumer durables industry and for your Company.

Business Performance 2022-23

Improving life at home has always been at the heart of our business, and Whirlpool as a brand exists to enable extraordinary care every day. In an increasingly digital world, the Company is driving purposeful innovations and creating intuitive technologies to meet the ever-evolving needs of our customers.

The year 2022-23 marked the successful culmination of a portfolio transformation process that had been underway in your Company over the last 5 years. The company had embarked on a premiumization journey, focusing on new offerings in the premium segments, upgrading mass-premium products, and introducing advanced 6th Sense intuitive technology across product ranges. By leveraging the rich 111 years of global experience of the parent company, technology centers around the world, and a rich understanding of Indian consumer needs, the company has been able to launch a slew of class-leading and award-winning products in the last 12 months. The company now has one of the widest product portfolios across varying price segments from mass to super-premium and is well-positioned to tap into recovering consumer demand.

This year, the company took a big step towards leadership in the laundry category by entering into the premium Front Load washing machines category with the launch of the XpertCare range. The XpertCare range features the breakthrough Ozone Air Refresh technology that enables you to air refresh your cherished clothes without using any detergent or water*. This all new Front Load range is manufactured in the new state-of-the-art washing machine facility in Puducherry.

One key consumer trend observed both during and after the pandemic was the heightened need for the sanitization of clothes. To cater to this market, the Company launched a new range of top load fully-automatic washing machines. The all-new Stainwash Pro range is powered by 6th Sense Stainwash Technology and an In-Built Heater that removes up to 99.9% germs & allergens* and up to 40 tough stains*. Additionally, the prestigious IF Award-winning design first introduced in the premium washers range has now been cascaded to this mid-segment range, thus bringing the modern aesthetic to a wider audience.

Catering to the aspirations of the mass market while also tapping into the premium end of the semi-automatic washing machine segment, the Company launched the all-new Hydrowash semi-automatic washing machine range with 3D Wave Technology. This washing machine uses powerful waves of water to deliver superior cleaning performance for every strand of your clothes*. This product has won the prestigious Red Dot Design Award for 2023 and is a perfect example of products that blend powerful performance with great designs. During the pandemic, consumers' need for comfort at home became increasingly important. They were willing to invest in products such as air conditioners, which helped them overcome the discomfort of being stuck at home during the harsh summers. Post-pandemic, the demand for air conditioners continues to remain strong, and in response, the Company has launched a range of products in this highly competitive yet profitable market.The 2023 range of air conditioners features the next-generation 6th Sense Intellicool technology. With advanced sensors that detect changes in temperature and humidity levels, the air conditioner adjusts the settings automatically to keep the user comfortable all day long. The range also features the unique 3D Air System with three unique air draft modes that enable the AC to give a personalised experience for differentiated cooling needs. The range includes models designed to provide cooling in extreme conditions, with temperatures as high as 57?C*. The wide range is available in various capacities and energy efficiency configurations to cater to a diverse range of consumer preferences.

The double door frost-free refrigerator segment is experiencing a rapid growth post-pandemic and is integral to the Company's premiumization strategy. In beginning of 2023, the Company launched the Intellifresh Pro range of frost-free refrigerators, powered by 6th Sense Intellifresh Technology, designed to retain the freshness of fruits and vegetables for up to 15 days* while preserving vitamins for up to 2X longer*.This hi-tech range features the latest in refrigeration technology and has been given a modern design in line with the discerning tastes of premium customers. In addition to the advanced refrigeration technology, this new range offers never before features such as 10-in-1 Convertible mode* that allow for ultimate customization of the refrigerator based on the customer's usage needs. To cater to a wide range of consumer preferences, this range has been launched in capacities ranging from 212L to 327L, available in attractive metallic and glass door finishes, and features an industry-first metallic grey interior, in addition to the standard white ones. This range is expected to help the Company garner traction in the double door refrigerator category, catering to the needs of the premium customers. The Intellifresh Pro range is a testament to the Company's commitment to staying at the forefront of the industry by providing cutting-edge technology, advanced features, and modern designs that meet the needs of today's consumers.

Given the low penetration levels in India, there is a huge opportunity to address the needs of the 1st time refrigerator user. In 2023, the Company continued to strengthen its entry segment refrigerator portfolio with its Icemagic and Vitamagic range of Direct Cool refrigerators. Featuring highly consumer relevant innovations like Auto Defrost technology, class leading performance of No: 1 in Ice-making *, upto 18 Hours of cooling retention during power cuts* and retaining freshness for upto 15 Days*, these products also feature award winning designs and are available in a plethora of attractive colors and floral patterns.

* 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.

Consumers

For our Consumers we continued our journey to deliver value not only through innovative, high quality products but also through differentiated service experiences that improve life at home.

For us at Whirlpool, after sales service support has become an integral part of our customer value proposition. We understand and appreciate the role consumer service experiences play in strengthening and enhancing consumer and trade loyalty. Driven by this thought we continue to evolve our differentiated service offerings not just to resolve the customer issue, but also build a strong brand association in customers mind. The strategy & transformational work which we initiated & invested in last year, be it service network expansion, In-housing of service centers in key markets, targeted technicians training & capability building, introduction of technology to improve productivity and reduce consumer effort & introduction of net promoter score, an external measure, to measure consumer satisfaction have given us consistent and differentiated results.

Employees

At Whirlpool, people are the core of the organization and all our people's priorities and practices are centered around 3 pillars: Agile Organization, Great People and Winning Culture.

Considering the business variability the need of the hour was to be a more agile and effective organization. An Organization Effectiveness framework was created to deliver the business strategy by optimizing the organization's performance. The main components of this framework was to focus on the Processes, Structure, Talent, and Culture. Critical Business Priorities were identified and resources were redeployed accordingly. Sales, consumer service and manufacturing functions deployed this framework in order to identify the greatest opportunity areas to optimize.

While we are looking at creating a more effective organization, we also regularly monitor various key performance indicators around the human capital priorities of attracting, retaining, and engaging our talent. In addition, we enable the execution of our strategic priorities by providing all employees with access to learning opportunities to improve critical skills, and to develop professional and leadership acumen.

In our continuous endeavor to Build and Develop Talent, LinkedIn Learning through WeLEARN was launched to develop skills across the organization. The platform gave the employees a complete “On the go" access to a repertoire of knowledge & resources in the form of Videos and customized courses. Not only did the organization focus on skill development; it also gave opportunities and exposure to develop High potential employees through the Global Career Program. The aim of this intervention was to accelerate readiness of high potential employees for Leadership roles within the organization thus paving way for creating holistic career paths for the employees. The highlight of this intervention is the concept of “Leaders Teaching Leaders" where the participants of this program had an opportunity to be mentored and coached by Whirlpool's Senior Leadership team. The Company strongly believes that hearing the voice of our employees goes a long way in creating an inclusive culture and making it a better place to work and thus it continues to monitor the pulse of the organisation by using our Quarterly Pulse Surveys. During the financial year, we also extended this survey to our blue collar workforce to hear their voice and the results were encouraging. We are pleased to share that the Company was recognised as India's Best Workplaces in Manufacturing 2022.

Our culture is underpinned by our enduring values, which have long been pillared by inclusion and diversity. With continued efforts around building inclusive culture we conducted a multitude of Inclusion Sessions on various themes like Inclusive Mindset, Empathy and Unconscious Bias. These sessions were aimed to build awareness and capability that would drive ownership and enable Employee and their People Leaders actions towards creating a more inclusive culture at Whirlpool.

One of our key priorities was also to accelerate Women into leadership roles. Empower a Program specifically designed for Women Top talent enabled them to cultivate their best versions by being self aware and acknowledging their own agency. Through this program they reflected on their lifeline roots and challenges and also explored personal values, strengths and vulnerabilities. This program was very well received and it ensured that they are better prepared for taking up future leadership roles.

Our commitment to support the health and wellbeing of all employees continued to be a high priority. In 2022, the “Be*Well" programme was launched which focuses on six main well-being pathways Be healthy; Be you; Be balanced; Be curious; Be prepared; and Be connected, to further empower and support our employees to “Be Well" in all aspects of their lives. In addition to this our Employee Assistance Program continues to provide 24*7 assistance by medical professionals.

Operations

Our manufacturing team demonstrated remarkable resilience in our operations within a constrained environment of continued supply chain disruptions and pandemic challenges. The team focussed on Operational agility and strategic initiatives to deliver the best Cost, Quality and Safety results while delivering value to our consumers. We remain committed to driving continuous improvement and creating innovative solutions that address the evolving needs of our consumers and the industry.

Over the last few years consistent efforts have been made at the factories for adoption of the World Class Manufacturing methodology. World Class Manufacturing (WCM) methodologies continue to drive product quality, competitive cost and reliable products for consumers, while providing our manufacturing workforce a safe and ergonomic environment where every employee contributes and is offered meaningful development opportunities. Through WCM, all manufacturing facilities participate in regular, rigorous external audits that build on continuous improvements for productivity, quality and cost.

We continue to invest in our employees' development and regularly offer training and skilling programs to build capabilities and enhance productivity. Safety protocols are reviewed on an ongoing basis to maintain a safe and healthy workplace for our employees.

During the year under review, the Company set up at Puducherry a new production line for manufacturing front load washing machines having an annual capacity of 400,000 units. The manufacturing facility has been set up using World Class Manufacturing and incorporating Industry 4.0 practices, which not only ensures efficiency through the latest cutting-edge technology in global manufacturing, but also allows the development of production based on sustainable operations and practices that guarantee the safety of operators, increase product quality and promote high productivity. This project was completed in a record 11 months and uses Robotics, IOT and fully automated rigorous testing to drive enhanced quality, thereby making it one of the most modern and advanced manufacturing plant of the Company.

Sourcing and Supply Chain

We use a wide range of materials and components in the production of our products, which come from numerous suppliers around the world. The Company employs a strong compliance program to help protect it from any ethical compliance risks posed by third party providers. To ensure alignment with Company's high ethical expectations for vendors and trade partners, it conducts a rigorous series of due diligence and auditing activities through our Supplier Code of Conduct (SCoC) auditing program, Third Party Due Diligence (TPDD) screening, and conflict minerals tracking program. Amid these uncertainties, your company managed the risk effectively and in its good favor. The operating environment this year continued to remain challenging. As we navigated through the challenging external environment, during this financial year the Company managed the supply chain disruptions with lower impact than last year, reflecting the success of the strong measures and consistent efforts made by the Company in this direction. Accelerated implementation of the strategic dual sourcing approach with focus on localization mitigated supply risk by reducing the Company's dependency on imported components and also bettered the cost proposition. Continuous rigor behind this approach will continue in the current financial year as well. Key electronic components, semiconductors, microchips, connectors still show unpredictability and remain volatile, though the overall volatility was reduced versus previous year. Global Ocean Freight, International Crude Oil and Cooking Oil remained fluctuating amid global happenings.

Risks

Risk management forms an integral part of your Company's strategy and its long term goals. Your Company every year evaluates the enterprise risks and its mitigation controls as part of its Enterprise Risk Management process set up in accordance with the Risk Management Policy. This evaluation provides reasonable assurance that the Company's business and its assets are safeguarded, the projected risks are being assessed and mitigated and also presented to the Senior Management, Risk Management Committee and to the Board of Directors. Our assessment of risk considers short and long term as well as internal and external risks including strategic, operational, cyber security, compliance and any other risks. These identified risks and mitigation actions are reviewed on an ongoing basis.

The below risks have been identified by the Company as top risks and most relevant to the business of the Company. There may be other risks that could emerge in the future.

STRATEGIC RISK

The Company's customer base includes large, sophisticated trade customers who have many choices and demand competitive products, services and prices, and which have and may in the future merge, consolidate, form alliances or further increase their relative purchasing scale. Your company continuously engages with its trade Customers at various levels to build strategic relationships and execute operational priorities till the last mile. Competition in the consumer durable industry is intensifying as there are many new local and international entrants in the Industry and the established competitors are also increasingly expanding beyond their existing manufacturing footprints. Your company with a strong brand heritage in India, leverages the strength of its world class global product organization to develop cutting edge product offerings at competitive pricing and margins. It is augmenting its speed to market and cost reduction programs even further and combined with it's wide geographical reach, we believe we should strategically be able to mitigate risk.

Our competitors with low-cost sources of supply, vertically integrated business models, have aggressively priced their products and/or introduced new products to increase market share and expand into new geographies. In addition, with growing emphasis on sustainability and technological innovation ,consumers continually look for new product features that save time, effort, water and energy. Your company with its dedicated supply chain organization is well equipped in implementing new sourcing strategies including localization, business continuity through dual sourcing & supply risk management. We also work closely with vendors for generating new cost optimization ideas.

Further we also successfully deploy our operating platform initiative to reduce costs, expand margins, drive productivity and quality improvements, accelerate our rate of innovation, generate free cash flow and drive shareholder value. With these measures in place we strive to successfully compete in this highly competitive environment.

OPERATIONAL RISK

The year witnessed accelerated inflation and the monetary policy measures introduced to mitigate inflation rates have resulted in potential moderation of consumer demand and sale of discretionary goods and services sequentially across successive quarters. We use a wide range of materials and components in the production of our products, which come from numerous suppliers around the world. The sources and prices of the primary materials used to manufacture our products and components containing those materials are susceptible to significant global and regional price fluctuations or availability due to inflation, supply and demand trends, transportation and fuel costs, port and shipping capacity etc. Thus the rise in input costs due to supply chain disruptions has influenced the margins of leading manufacturers. The Company has a comprehensive process of commodity procurement and business-continuity measures that ensure continuous monitoring, identification and redressal of these risks to plan for meeting unforeseen challenges.

Our ability to attract, develop and retain quality talent is crucial to our results of operations and future growth. We depend upon the continued services and performance of our key executives, senior management and skilled personnel, particularly professionals with experience in our business, operations, engineering, technology and the home appliance industry. We strive to attract, and retain talent through various strategic actions like campus placements offering industry competitive packages and creating a uniquely positive working environment that fosters the spirit of winning, respects for one another, inclusion and diversity, integrity and the “One Whirlpool" feeling. Further measures taken in this regard are covered under the Employees section of this report.

The conduct of our business is subject to various laws and regulations and compliance with these regulations may require us to, among other things, change our manufacturing processes or product offerings, or undertake other costly activities. The Company through its Global Product Organisation closely monitors and tracks all these regulations/ developments to ensure that timely cost effective measures are taken to implement the requirements.

We depend on information technology to improve the effectiveness of our operations, to interface with our customers, consumers and employees, to maintain the continuity of our manufacturing operations, and to maintain financial accuracy and efficiency. Given the emerging scenario of digitalisation, cyber security is of utmost importance for the Company. Considering that safeguarding our information assets, ensuring privacy, and reducing human risks are paramount, there is an increased focus on Cybersecurity with upgrades and refreshes across applications for improving security and productivity. A robust incidence monitoring and reporting framework has been established to mitigate the risk.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company's internal financial control framework commensurates with the size and complexity of its business operations and has been established in accordance with the requirements of the Companies Act, 2013 (“the Act"). The control framework has well documented policies, guidelines and procedures covering all financial and operating functions , which are periodically tested by the Internal Auditors, management and Statutory Auditors.

The Company has an Internal Audit function. The Internal Audit department provides an appropriate level of assurance on the design and effectiveness of internal controls, its compliance with operating systems and policies of the Company at all locations. Based on the internal audit report, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Any 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 meets the Company's Statutory Auditors to ascertain, inter alia, their views on the adequacy of internal control systems and periodically keeps the Board of Directors informed of their major observations.

CAUTIONARY STATEMENT

Statements in the Annual Report describing the Company's objective, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. These statements are based on current projections about operations, industry conditions, financial condition and liquidity. Those statements are not guarantees and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results could differ materially from these forward-looking statements.

Dividend

The Board of Directors have recommended a final dividend of INR 5/- per equity share amounting to approx INR 634 Million for the financial year 2022-23. The dividend recommendation is in accordance with the Dividend Distribution Policy of the Company which is disclosed and the same is available on the Company's website at www.whirlpoolindia.com.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders and accordingly payment will be made after deduction of tax at source, if applicable. The dividend on Equity Shares is subject to the approval of the Shareholders at the 62^nd Annual General Meeting scheduled to be held on 28^th August, 2023. The Register of Members and Share Transfer Books of the Company will remain closed from 19^th August, 2023 to 28^th August, 2023 (both days inclusive) for the purpose of payment of the dividend for the financial year ended 31 March, 2023 and the Annual General Meeting.

Share Capital

The paid up capital of the Company as on 31^st March, 2023 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.

Subsidiaries, Joint Ventures or Associate Company

The Company holds 87.25% stake in Elica PB Whirlpool Kitchen Appliances Private Limited (“Elica PB Whirlpool"). Elica PB Whirlpool has its registered office and manufacturing facility situated at Pune. Elica PB Whirlpool is into the business of manufacturing and distributing kitchen appliances such as kitchen hoods, hobs, built-in ovens, built-in microwave ovens, dishwashers, etc. A turnover of INR 458.93 crores and a profit before tax of INR 63.24 crores has been reported by Elica PB Whirlpool for the financial year ended 2022-23 as against INR 374.93 crores and INR 57.57 crores respectively, in the previous financial year registering a very strong growth of 22.4% in terms of revenue. The growth in business is in line with Company's strategy and business plans. A statement containing the salient features of the financial statements of the subsidiary, Joint Venture in accordance with the provision of section 129(3) of the Act is provided in Form AOC-1 attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at www.whirlpoolindia.com

BOARD MEETINGS

In accordance with the provisions of Act. 5 (five) Board Meetings were held during the financial year under review. Details of Board Meeting 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

During the Financial year 2022-23, at the 61^st Annual General Meeting of the Company held on 15^th July, 2022, Mr. Arumalla Hari Bhavanaryana Reddy, Executive Director was re-appointed for a period from 2^nd February, 2023 till 31^st August, 2024. Mr. Vishal Bhola (DIN: 08668079), director retiring by rotation was also re-appointed. Mr. Vishal Bhola resigned as Managing Director of the Company with effect from 03^rd April, 2023 and Mr. Narasimhan Eswar was appointed as Managing Director of the Company with effect from 04^th April, 2023.

Pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following have been designated as the Key Managerial Personnel of the Company as on the date of the report:

(a) Mr. Narasimhan Eswar- Managing Director

(b) Mr. Arumalla Hari Bhavanaryana Reddy Executive Director

(c) Mr. Aditya Jain Chief Financial Officer

(d) Ms. Roopali Singh Compliance Officer and Company Secretary In accordance with the provisions of the Act and the Article 115 of Article of Association of the Company at the forthcoming Annual General Meeting of the Company, Mr. Anil Berera retires 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 Notice.

The Company has received necessary declarations pursuant to section 149(7) of the Act read with Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014 and with the Code for Independent Directors prescribed in Schedule IV to the Act from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Act and Regulation 16(1)(b) and 25 of SEBI Listing Regulations. Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

Your Board of Directors is a diverse group of professionals with requisite qualifications, experience, expertise and holds the highest standards of integrity. The details of skills and expertise of the directors are provided in detail in the Corporate Governance Report of the Company annexed to this Annual Report.

In accordance with the provisions of Regulation 25(7) and 46(2) of the Listing Regulations, the Board of Directors of the Company are familiarised with Company's operations, business, industry, regulations and other relevant developing areas applicable to it. The details of the familiarisation programmes for the Independent Directors are available on the website of the Company at www.whirlpoolindia.com

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to 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, the applicable accounting standards had been followed and that no material departures have been 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 of the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls for 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 Board has on the recommendation of the Nomination and Remuneration Committee adopted the policy on Director' s appointment and remuneration, which inter alia includes the criteria for determining the qualifications, positive attributes, independence 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 Nomination and Remuneration Committee reviews the policy from time to time and the policy is available on the website of the Company at www.whirlpoolindia.com.

PERFORMANCE EVALUATION OF DIRECTORS

In line with the requirements of the Act and SEBI Listing Regulation, the Nomination and Remuneration Committee recommended the criteria for evaluation of annual performance of the Individual Directors, Independent Directors, Board as a whole, Chairman of the Board and its Committees. An annual evaluation for this financial year was carried out by the Board of Directors and the details of the process and mechanism are detailed in the Corporate Governance Report annexed to this report.

RELATED PARTY DISCLOSURES

Pursuant to section 188 of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company did not enter into any material related party transaction during the year under review with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company. Further in line with policy on related party transactions, prior omnibus approval by the Audit Committee was obtained for related party transactions which are of repetitive nature and are in the ordinary course of business.

The Related Party Transactions during the financial year ended 31^st March, 2023 were reviewed and approved by the Audit Committee and were also placed before the Board. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Act in the prescribed form (Form AOC-2) is attached as Annexure - C.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments during the financial year as per section 186 of the Act forms part of the notes to the financial statements provided in this Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2023, the Audit Committee comprised of 4 (Four) Non-Executive Independent Directors and 1 (One) Non-Executive Director. Powers and role of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors. During the year under review, Mr. Anil Berera, was appointed as member of the Audit Committee w.e.f. 01^st November, 2022. All the members of the Committee have relevant experience in financial matters. Mr. Rahul Bhatnagar, Chairman of the Committee has adequate financial and accounting knowledge. Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meeting. It is a practice of the Committee to extend an invitation to the Managing Director and Cost Auditor to attend the meeting as and when required.

Ms. Roopali Singh, Company Secretary, acts as Secretary of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Your Company has formulated 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 financial year 2022-23, your Company has spent on CSR activities two percent of the average net profits of the Company during the three immediately preceding financial years. As per applicable provision of the Act, during the financial year 2022-23 an impact assessment was carried out for 2022-23 by an independent agency for the Company's Skill Development Program. The impact assessment report forms part of the CSR report of this Annual Report.

The activities undertaken by the Company are available on Company's website: www.whirlpoolindia.com and further details of the CSR activities are contained in Annexure - D of this Report.

RISK MANAGEMENT

Pursuant to the requirements of SEBI Listing Regulations, the Company has constituted a Risk Management Committee and formulated a Risk Management Policy. In line with the Policy, the Company identifies its material risks and its mitigation actions for the long term continuity of the business. The Risk Management Committee on a periodic basis reviews the risk assessment and minimization procedures and further informs the Board. The details of the Risk Management Committee are included in the Corporate Governance Report which forms part of this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company's Code of Conduct/Integrity Manual contains the vigil mechanism as envisaged in the Act, the Rules prescribed thereunder and the SEBI Listing Regulations. The core principles of the Company also form part of the Integrity Manual 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 without fear of reprisal. It enables the Directors, employees and all stakeholders of the Company to report genuine concerns.

The complaints, if any, are reported to the Audit Committee and 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 employees to sensitize them on the availability and accessibility of the mechanism.

Further information on the subject can be referred to in section ‘Other Disclosures - Integrity Manual/Whistle Blower Policy/Vigil Mechanism' of the Corporate Governance Report and the Policy is available on on Company's website: www.whirlpoolindia.com.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), were appointed as the Statutory Auditors of the Company at the 61^st Annual General Meeting (“AGM") held on 15^th July, 2022 for a period of five years and shall hold office until the conclusion of 66^th Annual General Meeting to be held in 2027. The statutory audit of the financial statements of the Company for financial year 2022-23 was conducted by M/s. S.R. Batliboi & Co. LLP, Chartered Accountants. The Statutory Auditors have confirmed to be competent, qualified and independent of the Board and Management and there were no conflict of interest in accordance with the provisions of the Act.

Secretarial Auditors

Pursuant to section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. N. C. Khanna (ICSI Membership No.: 4268 & Certificate of Practice No.: 5143) a Practicing Company Secretary, was appointed as Secretarial Auditors of the Company for the financial year 2022-23. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as ‘Annexure - E' to this Report. The Report does not contain any qualifications or observations or adverse remarks of the Secretarial Auditors in the Report issued by them for the financial year 2022-23 which call for any explanation from the Board of Directors.

Further, Mr. N. C. Khanna (ICSI Membership No.: 4268 & Certificate of Practice No.: 5143) a Practicing Company Secretary, has been re-appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Company has received his written consent and eligibility certificate that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

Cost Auditors

The Company had re-appointed M/s R. J. Goel & Co., Cost Accountants (Firm Registration No.: 00026) as the Cost Auditors of the Company for the financial year ending 31^st March, 2023 pursuant to the provisions of Section 141 read with Section 148 of the Act and Rules made thereunder to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. Further, on the recommendation of the Audit Committee, the Board of Directors have also re-appointed them as Cost Auditors for financial year 2023-24. The proposal for their re-appointment along with the remuneration has been set out in the notice of the ensuing Annual General Meeting for the approval of the shareholders.

The Cost Audit Report for the financial year 2021-22, issued by M/s R. J. Goel & Co., Cost Auditors, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs (MCA) during the financial year.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors" and “General Meetings", respectively.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, there were no unclaimed amount or shares that were required to be 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/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

The details of the Nodal Officer appointed under the provisions of IEPF are available on the website of the Company at www.whirlpoolindia.com.

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

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI Listing Regulations. A report on Corporate Governance is annexed as Annexure - A and forms part of Annual Report along with Compliance Certificate issued by Statutory Auditors is enclosed as part of 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 to the Board's Report.

PARTICULARS OF EMPLOYEES

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules'), is appended as Annexure - G to the Report. The information as per Rule 5 of the Rules, forms part of this Report. However, as per second proviso to Section 136(1) of the Act and second proviso of 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

The Annual Return as required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website at www.whirlpoolindia.com.

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

In terms of the requirements of SEBI Listing Regulations, a report on sustainability in the format of Business Responsibility and Sustainability Report forms part of this Annual Report and is annexed herewith as Annexure - H.

ACKNOWLEDGMENT AND APPRECIATION

The Board places on record its appreciation for the support and cooperation your Company has been receiving from its vendors, suppliers, distributors, business partners, investors and others associated with it. Your Company appreciates their contribution and support in its journey and looks upon them as partners in its progress. The Directors would also like to acknowledge the exceptional contribution and commitment of the employees of the Company. The unstinting efforts, resilience and dedicated efforts of all the employees and workers of the Company is what propels the organisation forward.

Your Directors also take this opportunity to thank and appreciate the efforts of Shareholders, Banks, Stock Exchanges, Government and Regulatory Authorities and look forward to their continued support.

For and on behalf of the Board of Directors

Whirlpool of India Ltd Company Background

Whirlpool of India Ltd Company Management

Whirlpool of India Ltd Listing Information

Whirlpool of India Ltd Finished Product