Directors Report of Whirlpool of India Ltd.

Mar 31, 2025

India''s economy has seen growth in the Financial Year
2024-25, owing to domestic demand and the rapid
expansion of various industries. The country has made
significant strides in using technology to improve
knowledge sharing, boost manufacturing, and increase
export competitiveness. The government''s continued
focus on infrastructure investment, coupled with efforts
to stimulate key sectors such as manufacturing,
agriculture, and technology, provided a foundation for
growth. This was bolstered by increased public spending
and policy measures aimed at boosting consumer
demand and investor confidence. However, the
economy also witnessed inflationary pressures, fueled
by volatile commodity prices and supply chain
disruptions. Geopolitical tensions like continuation of
the global conflicts in various geographies and global
economic uncertainties on account of the tariff
announcements further contributed to the complexity
of the situation. These challenges are expected to
continue into the next fiscal as well. The manufacturing
sector''s strong performance has played a major role in
driving GDP growth for financial year 2024-25, boosting
the overall economy. In addition, going forward,
increased government tax breaks and other welfare
benefits are expected to drive economic growth by
boosting consumer spending.

INDUSTRY OVERVIEW

The refrigerator and washing machine industry is
estimated to have grown mid single digit volumes in FY
2024-25, driven by a hotter than normal summer which
fueled growth in refrigerators, and a stable economy.
Air conditioners and frost free refrigerators which are
low penetration categories grew at a double digit pace,
while single door refrigerators and laundry sub¬
categories grew mid single digits. The focus on premium
products - such as appliances with advanced
technologies, larger capacities, and energy-efficient
features - is propelling revenue growth for the industry.

This period also saw a continuation in regulatory
changes especially on components as the country builds
on its aspiration of Make-in-India for the world. This
required detailed planning to ensure operational
excellence and business continuity.

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, including 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,
Bloomwash top loaders and Dynamix Technology
in semi-automatic washing machines for example
amongst several other innovations.

• Manufacturing Excellence and Innovation

Whirlpool operates facilities in Faridabad for
refrigerators and semi-automatic washing
machines, Pune for frost-free and direct-cool
refrigerators, and Puducherry in southern India for
washing machines. Whirlpool facilities exemplify
modern manufacturing — they are a hallmark of

innovation, technology and individuals dedicated to
being the benchmark for manufacturing excellence.
Through our operations, we deliver best-in-class
manufactured products at a competitive cost and
create a sustainable advantage for our Company.
These outcomes are driven by World Class
Manufacturing (WCM), a comprehensive
methodology for improving productivity and quality,
as well as reducing losses in production systems.

• Strong Pan-India Distribution

Whirlpool 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. Whirlpool 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. Whirlpool''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.

Key Business Strategic Imperatives
| Inspire with Our Brands Product Leadership	1 I	Resilient Supply Chain
(^r)		©
Superior consumer insights to Overdrive premiumization drive best-in-class innovation & fill gaps in core categories and communications to deliver winning products across the board		Best in class quality through WCM; Cost productivity programs (P4G) to improve margins
. sw *’.l; • Execution Excellence Grow Consumer Direct Business
(2) C	£
		J
Driving reach and extraction Grow ahead of the industry through improved sales execution: BIC RE program

Whirlpool''s commitment to improving life at home has
been central to its business, with a brand ethos focused
on providing exceptional care. In a rapidly evolving
digital world, the Company has emphasised purposeful
innovations and intuitive technologies to cater to ever
evolving consumer needs. Over the last 12 months, the
Company has continued its focus towards
premiumization, with a keen focus on scaling up new
offerings in the premium segments, enhancing existing
mass-premium products, and integrating cutting-edge
6th Sense intuitive technology across its product lines.
Drawing upon the extensive 110 years of global
expertise of the Parent Company, coupled with the
innovation hubs worldwide and a profound
understanding of Indian consumer preferences, the
Company has been continuously investing in unveiling
a series of pioneering and award-winning products.

During the financial year, the Company invested to
increase its retail executive presence, launched new
products, provided stronger warranties on some
categories selectively, increased feet on street, adjusted
pricing to stay competitive in the market and
aggressively drove a cost takeout program while
navigating significant regulatory changes in both
components and finished products. These interventions
together will ensure the Company''s long-term
competitiveness and set a strong foundation for future
growth.

Based on the consumer pain point of formation of
detergent patches on clothes, the Company launched
the new ACE XL range of semi-automatic machines.
Powered by the revolutionary Dynamix Detergent
Dispenser Technology*, this range delivered the market-
first benefit of ''Zero Detergent Patches''*.

In the refrigerator category, the Company reinforced its
product leadership by upgrading the IntelliFresh Pro
series of top-mount refrigerators with the performance
superiority claim of "India''s fastest convertible*
refrigerator" which converts its freezer into a fridge in
just about 10 minutes. This range with 10 different
convertible modes offers consumers unmatched
flexibility to meet their diverse storage needs.

To cater to the fast growing community of second time
single door refrigerator buyers, the Company expanded
its product portfolio with the extremely relevant
"AutoDefrost" solution while continuously focusing on
expanding its presence.

The Company introduced a new range of single door
refrigerators with exquisite glass door designs. Inspired
by the arts and crafts of Indian artisans, this range caters
to the aspirational tastes of middle India.

For the modern Indian consumer who takes great pride
in our traditions and heritage, the Company introduced
"Kalakriti", a range of glass door designs in both the Frost
Free and Single Door category.

In 2024-25, the Company strategically expanded the 3
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 expand its presence in the extremely competitive
front load category, the Company launched a best in
class 5 years comprehensive warranty on the range.
Combined with innovations like Ozone Air Refresh
Technology, 6th Sense Soft Move, and Steam Wash, this
range stands out within the competitive set.

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 range of Air
Conditioners, aligned with its vision of delivering
meaningful innovation through everyday care. Powered
by 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. Further strengthening its
differentiated 3D Cool proposition, the Company
unveiled a completely refreshed design language that
seamlessly reflects the core philosophy of rapid and
effective cooling. Equipped with uniquely designed 3D
air vents, the new models ensure swift expulsion of hot
air, enabling powerful cooling performance even at
ambient temperatures as high as 55°C. The range also
introduces the 3D Air System featuring three distinct
air draft modes, allowing consumers to personalize their
cooling experience based on varied comfort needs.

^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 combined with a mindset of

execution excellence have led to the Company growing
market shares substantially in both refrigerators and
laundry.

The Company revamped its robust program called P4G
(Productivity for Growth), leading to cost productivity
improvements in the fiscal year that further supported
better profitability and allowed reinvestment into
market share and revenue growth.

Overall, the Company''s coordinated efforts led to a
strong performance in FY 2024-25 while gaining market
shares year on year in both refrigerators and washing
machines. The Company delivered a 16% growth in
topline while improving profitability by ~ 62%.

FINANCIAL OVERVIEW

Financial Results and State of Company''s Affairs

Particulars	Standalone For the year ended		Consolidated For the year ended
	2024-25	2023-24	2024-25	2023-24
Total Income	759,416	648,477	811,016	699,359
Profit for the year after meeting all expenses but before exceptional items, interest and depreciation	64,884	46,425	74,111	56,679
Finance Cost	4,183	2,776	4,482	3,023
Depreciation and amortization	18,939	18,637	21,317	21,032
Profit before exceptional items, share of profit/(loss) of a Joint Ventures and associates and tax	41,762	25,012	48,312	32,624
Exceptional items Gain / (expense)	700	(1,891)	700	(1,891)
Share of profit/(loss) of joint ventures and associates	-	-	-	-
Profit before tax	42,462	23,121	49,012	30,733
Tax expenses	11,125	6,384	12,734	8,303
Profit after tax	31,337	16,737	36,278	22,430
Other comprehensive income/ (expense) (net)	147	(7)	140	(2)
Total Comprehensive Income	31,484	16,730	36,418	22,428

Financial Performance

Your Company delivered a strong financial performance
in FY 2024-25, building on the growth momentum from
the second half of the previous year. Consolidated
revenue from operations grew by a robust 16% year-
on-year, with double-digit revenue growth recorded
across all four quarters of the financial year.

This performance stands out despite muted industry
growth in both refrigerators and washers, which
remained in the low- to mid-single digits. Our

outperformance was driven by significant market share
gains across all categories, along with accelerated
growth in our premium product portfolio and air
conditioner business.

Throughout the year, the Company took decisive actions
to strengthen its market position. These included
enhancing executional excellence, expanding retail
executive presence and tactical pricing adjustments to
remain competitive. Product innovation remained a
strategic priority, resulting in several key launches

including the revolutionary Dynamix Detergent
Dispenser Technology in semi-automatic washers,
upgraded Inte11iFresh Pro series of top-mount
refrigerators, featuring the performance-leading claim
of "India''s fastest convertible refrigerator", a new range
of single-door refrigerators with exquisite glass door
designs.

On the profitability front, the Company achieved
outstanding results. The consolidated Profit Before Tax
(PBT) (before exceptional items) for FY 2024-25
increased by 48% over the previous year and
consolidated PBT (before exceptional items) margins
improved to 6.1%, up from 4.8% in previous year. The
consolidated Profit After Tax (PAT) for FY 2024-25
increased by 62% over the previous year and
consolidated PAT margins improved to 4.6%, up from
3.3% in previous year. This was after accounting for
provision of additional price upcharge of Rs. 41 Cr vs
last year on account of new E-Waste regulations. The
improvement in profits was fuelled by strong revenue
growth, productivity led gross margin improvement and
premiumisation of product mix. Our cost productivity
program continues to yield substantial benefits across
the P&L, with material costs reduced by 1%, despite
absorbing regulatory cost increases.

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

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Elica PB Whirlpool Kitchen Appliances Private Limited
("Elica PB Whirlpool") is the only subsidiary of the
Company. During the current year, the Company has
acquired additional shareholding of 9.56% in Elica PB
Whirlpool taking its total shareholding to 96.81%. Elica
PB Whirlpool is engaged in the business of
manufacturing and distribution of kitchen appliances.

In FY 2024-25, Elica PB Whirlpool revenue growth was
flat to last year while volume grew in single digit. Elica
PB Whirlpool maintained robust profitability, delivering
a strong Profit Before Tax (PBT) margin of 15.7%,
underscoring continued operational efficiency and cost
management.

The Policy for determining Material Subsidiaries, in
accordance with the requirements of the Companies Act,
2013 (''the Act'') and the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''Listing Regulations''),
can be accessed on the Company''s website at
www.whirlpoolindia.com.

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.whirlpoolindia.com.

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 2024-25, there was no amount proposed to be transferred to the Reserves.

Standalone Key Financial Ratios

Particulars	March 31, 2025	March 31, 2024
Debtor Turnover ratio	19.83	18.34
Inventory Turnover ratio	4.13	3.34
Interest coverage ratio	-	-
Current Ratio	2.01	2.17
Debt Equity Ratio*	0.08	0.07
Operating Profit margin	3.86	1.99
Net Profit Margin	4.22	2.64
Return on equity ratio	9.34	5.29

Outlook & Opportunities

The Company''s strategic imperatives have been a key
driver of the business results in FY 2024-25. 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: Through product leadership,
the Company will continue to overdrive
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: Continued focus on driving
reach and extraction through best in class sales
execution, incentivisation and retail executive
program.

• Grow Consumer Direct Business: Grow the
consumer direct business ahead of the industry. The
Company is confident that the above approach will
continue to drive profitable growth in the long term.

RISK MANAGEMENT

The Company has a comprehensive Risk Management

Framework to integrate risk management into daily
operations. This includes established Business Risk
Assessment procedures for self-evaluation of business
risks, operational controls, and adherence to Corporate
Policies. The risk assessment framework aims to offer
guidance to the management in proactive thinking and
value-added review to map and maintain an acceptable
risk profile for the organisation as a whole. This is a
continuous process that monitors the evolution of risks
and the execution of mitigation plans. The risks
evaluated by the Risk Management Committee are then
presented to the Audit Committee and thereafter to the
Board of Directors for assessing the effectiveness of the
internal control and risk management system.

Post the Anticipated Sell Down announced by Whirlpool
Corporation on January 30, 2025, the Company engaged
renowned legal firm M/s. AZB & Partners to assist the
Company in this connection. Additionally, the Board of
Directors of the Company, have constituted a transition
committee comprising of: (a) Mr. Rahul Bhatnagar,
Independent Director - Chairman (b) Ms. Harita Gupta,
Independent Director - Member (c) Mr. Anil Berera, Non¬
Executive Director - Member and (d) Mr. Narasimhan
Eswar, Managing Director - Member to review, in
consultation with the management team of the
Company and the appointed legal and other advisors,
the actions to be taken by the Company in its best
interests, in the backdrop of this development, and
make recommendations in this regard. The Transition
Committee is actively reviewing significant aspects of
the transition resulting from the Anticipated Sell Down
and maintains close collaboration with the
Management. Based on Whirlpool Corporation''s current
statement of intent and current available facts, the
Management anticipates that the Anticipated Sell Down
is unlikely to exert a material long-term impact on the
Company''s ability to continue as a going concern.

Risk and Mitigation Strategies
• Transition Risk of IT Systems

The Company leveraged various tools, applications
and infrastructure support given by Whirlpool
Corporation. Now due to the proposed Anticipated
Sell Down the Company will have to ensure that
there is data segregation and limited accessibility
and will have to build in proper firewalls to address
this risk. The Company has done a detailed
engagement with Whirlpool Corporation to identify
such overlaps and de-entanglements along with
external expertise, wherever required. Further, the

Company is also building on in-house competency
and redesigning the IT organisation structure for
seamless transition.

• 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.

• Access to Brand and Technology

The Company is reliant on Whirlpool Corporation
for the brand name, intellectual property, and takes
the needed Whirlpool Corporation''s support for
technology assistance, engineering assistance,
innovation pipeline, product developments,
improvements, product related regulatory changes,
etc. Due to the Anticipated Sell Down the Company
could potentially face in the future, if unaddressed,
lesser visibility on new product developments/
innovations etc along with timely deployment and
delivery of specific projects. In order to mitigate this
risk, the Company''s management is negotiating a
long term Brand License Agreement (BLA),
Technology License Agreement (TLA) & Transition
Services Agreements (TSA) with Whirlpool
Corporation to ensure that long term brand license
is granted to the Company on reasonable terms,
engineering support for current technology is
maintained and Company continues to have access
to relevant technology in the future. Further, all the
negotiations are discussed with the Transition
Committee of the Board before placing them before
Whirlpool Corporation.

• Emerging Product Regulations

The Company''s operations are governed by
numerous laws and regulations, potentially
necessitating alterations to production methods,
product lines, or the implementation of expensive
compliance strategies. To mitigate compliance-
related risks, the Product Organisation diligently
tracks these regulations and implements proactive,
cost-efficient adaptations to regulatory changes.
Further, the Company will continue to implement
structures and standardized processes for proactive
monitoring and implementation of regulatory
changes.

• 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. The company utilizes
organizational effectiveness practices to ensure
optimal organizational design, processes, and
governance. Employees have access to learning
opportunities for skill development, preparing them
for current and future success. Whirlpool Group''s
core values of respect, integrity, inclusion &
diversity, teamwork and a spirit of winning foster a
respectful and nurturing culture where employees
feel valued and heard. The "One Whirlpool" ethos
supports the strategy of creating a highly desirable
workplace. Further information on employee
initiatives is detailed in the Business Responsibility
and Sustainability Report.

OPERATIONS

Strong Resilience & Operational Excellence: The

Integrated supply chain demonstrated its strong
reslience and operational excellence in overcoming the
special headwinds faced this year. We faced freight cost
increase, BIS changes, slow moving inventory and
demand fluctuations to name a few headwinds. Our
three manufacturing sites at Faridabad, Pune and
Puducherry rallied and generated sufficent cost savings
to offset the cost increases due to inflation. Our logistics
and warehousing team focused on maximising delivery
to our customers on time and in full.

World class manufacturing (WCM): WCM remains our
corner stone 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. During the year our Pune Plant progressed
to a new level of WCM. The external Audit conducted by
international experts certified our Pune operations to
be operating at the silver level. Our Faridabad and

Puducherry plants achieved their Bronze level
certifications.

Employee Growth: The Company remains committed
to fostering the growth of its employees by investing in
their training and development programs. The Company
launched the I-shine program, tailored to the supply
chain managers to build their skills on strategic thinking,
change management and stakeholder management.
The career craft program helped all our employees
deliberate on their career plans for the future and
helped strengthen the engagement for our employees
across the levels.

Sustainability: Our sustainability efforts of
continuously reducing our water and energy usage per
unit produced is delivering superior results. The
Company has significantly reduced the water and energy
intensity over the past years. The Company further
reduced the E-waste generation by strengthening our
quality processes in all the manufacturing sites.

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 utilizes a vast network of global suppliers
to source the diverse materials and components
required for its production process. The Company has
navigated a complex and dynamic operational
environment quite effectively. Many proactive measures
have been taken to build resilience within the supply
chain. Your Company focuses on:

• Robust compliance framework: Demonstrates a
strong commitment to ethical sourcing and risk
mitigation. The Company is agile and ensures
complete adherence to compliance.

• Extensive due diligence and audits: Provides a

thorough approach to ensuring supplier adherence
to the standards. We maintain high ethical
standards for our vendors and trade partners by
conducting due diligence and audits. This is achieved
through our Supplier Code of Conduct (SCoC)
auditing program, Third Party Due Diligence (TPDD)
screening, and conflict minerals tracking initiative.

• Strategic dual sourcing with localization: This has
clearly paid off in reducing reliance on imports and
enhancing cost efficiency. The Company has a
clearly defined review process to identify its
dependencies on any single import country or
vendor for key components used in manufacturing.
Through close monitoring and a drive for excellence,
steps have been taken to diversify procurement
from alternative sources, mitigating risk. Geo
political status remain an important input element
in deciding the sourcing strategy.

• Effective mitigation of supply chain disruptions:

Shows agility and adaptability in the face of ongoing
challenges. Exhibits a remarkable ability to acclimate
and adjust strategies, approaches, and actions
swiftly and effectively in the face of unforeseen
obstacles, shifting priorities, and dynamic
circumstances.

While the continued volatility of certain electronic
components and global commodity prices presents
ongoing hurdles, the overall decrease in volatility
compared to the previous year is a positive indicator.

HUMAN RESOURCE MANAGEMENT

Whirlpool''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. Whirlpool 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. We also initiated Career Craft
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 these Quarterly 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 Employee
Assistance Program continues to stand testament to this
commitment, providing comprehensive support from
professionals not only to our employees but also
extending assistance to their families. 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 past year 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.

CONSUMER SERVICE

Elevating Customer Experience Through Service
Excellence

Whirlpool''s strength lies not only in its high-quality,
innovative home appliances but also in its unwavering
commitment to delivering value that extends far beyond
the point of sale. The Company places a strong emphasis
on crafting unique service experiences that enrich life
at home for its customers.

Recognizing that the true measure of customer
satisfaction often hinges on after-sales support,
Whirlpool India has built one of the most extensive and
responsive service networks in the country. Its Pan-India
presence ensures that every customer—regardless of
their location—has access to timely, professional
assistance. To make support even more accessible,
Whirlpool offers multiple customer service channels
including phone, email, WhatsApp, and SMS. These
options allow customers to connect through the
medium most convenient to them, ensuring ease and
responsiveness at every interaction.

In its pursuit of service excellence, Whirlpool 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.

To better understand and anticipate customer needs,
Whirlpool leverages the Net Promoter Score (NPS)—a
globally recognized metric for gauging consumer loyalty
and satisfaction. NPS has become a strategic tool,
providing actionable insights into consumer sentiment
across various touchpoints. These insights empower the
Company to develop consumer-relevant service
solutions and foster deeper, more meaningful customer
relationships.

Through these strategic initiatives—expanding its
network, leveraging technologies, training its
technicians, and applying data-driven insights—the

Company reinforces its commitment to a seamless,
dependable, and customer-centric after-sales
experience. This service-first philosophy continues to
be a key pillar of Whirlpool''s brand promise and long¬
standing consumer trust.

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 contains 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/- per equity share of face value

of INR 10/- each for the financial year ended March 31,
2025. The Final Dividend, subject to the approval of
Members at the ensuing Annual General Meeting, will
be paid on or before October 11,2025, to the Members
whose names appear in the Register of Members, as
on the Record date, i.e. August 29, 2025. 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 KYC
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.whirlpoolindia.com.

Transfer to Investor Education and Protection Fund
(IEPF)

During the financial year under review, unclaimed
dividend amounting to approx INR 21 Lakhs and 3.89
Lakh 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 financial year
2017-18 to the IEPF within the statutory timelines i.e.
by October 19, 2025 ("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 year 2016-17 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 financial year 2017-18 and
subsequent years may send their request for the same
to the Company/Registrar and Share Transfer Agent well
before the Due Date of transfer to IEPF. 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.whirlpoolindia.com.

SHARE CAPITAL

As on March 31,2025 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.

During the previous financial year in February 2024, the
Holding Company i.e., Whirlpool Mauritius Limited, sold
24% of its ownership interest in the Company, while
retaining a controlling interest. As on date of this report,
the Holding Company holds 51% of the equity share
capital of the Company.

Whirlpool Corporation on January 30, 2025 announced
its intention to sell down its ownership interest in the
Company to approximately 20% by mid to late 2025
("Anticipated Sell-Down"). The Company filed the said
intimation to the stock exchanges.

Subsidiaries, Joint Ventures or Associate Company

Apart from Elica PB Whirlpool Kitchen Appliances Private

Limited ("Elica PB Whirlpool"), the Company does not
have any Joint Venture or Associate Company. During
the Financial year 2024-25 the Company further
acquired 9.56% shares in Elica PB Whirlpool and thereby
increased its stake in the subsidiary from 87.25% to
96.81%. The other details regarding Elica PB Whirlpool
have already been captured above.

BOARD MEETINGS

During the financial year 2024-25, the Board met 6 (six)
times on May 20, 2024; July 29, 2024; September 19,
2024; November 08, 2024; February 04, 2025 and March
13, 2025. 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

The Board of Directors based on the recommendations
of the Nomination and Remuneration Committee of the
Company and pursuant to the approval of the
shareholders of the Company in the 63^rd AGM,
appointed Mr. Anuj Lall (DIN: 09308110) as an Executive
Director on the Board of the Company for the period
from September 01, 2024 till February 29, 2028.

On August 31,2024, Mr. Arumalla Hari Bhavanarayana
Reddy (DIN: 08060227) retired from the Company and
ceased to be an Executive Director of the Company.

The Board of Directors places on record its deep
appreciation for the invaluable contributions and
exemplary leadership of Mr. Reddy during his tenure.
The Board is grateful for his service and wishes him
continued success in all his future endeavors.

Re-appointment of Directors

During the financial year 2024-25, at the 63^rd AGM of
the Company held on August 09, 2024, Mr. Arumalla
Hari Bhavanarayana Reddy (DIN: 08060227), Director
retiring by rotation was re-appointed. However, Mr.
Reddy retired from the Company with effect from August
31,2024.

During the financial year, Mr. Rahul Bhatnagar (DIN:
07268064) and Mr. Pradeep Jyoti Banerjee (DIN:
02985965) were re-appointed for second term as
Independent Directors of the Company with effect from
June 19, 2024 upto February 29, 2028 and September
30, 2028 respectively. The said re-appointment was
approved by the shareholders through Postal Ballot
dated January 27, 2024.

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. Roopali Singh - VP-Legal and Company
Secretary

As on the date of this report, 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, 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. Narasimhan Eswar (DIN: 08065594)
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 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 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.whirlpoolindia.com.

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
Financial Year ended March 31,2025, 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, 2025, 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.whirlpoolindia.com.

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 Listing Regulations are provided in the Corporate
Governance Report.

RELATED PARTY DISCLOSURES

In line with the requirements of the Act and the 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.whirlpoolindia.com. 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 arms'' 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 financial year 2024-25 forms part of the notes to
the financial statements provided in this Annual Report.

AUDIT COMMITTEE

As of March 31,2025, the Audit Committee comprises 5
(Five) Members, wherein there are four Independent
Directors and one Non-Executive Director. The details
regarding meetings, roles and responsibilities of the
Committee can be referred to in the Corporate
Governance Report. During the year under review, all
the recommendations made by the Audit Committee
were accepted by the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)
COMMITTEE

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 Financial Year 2024-25, 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, considering environmental
sustainability as a focal point the Company changed its
CSR strategy and commenced an ongoing project
towards water initiatives. 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.whirlpoolindia.com.

RISK MANAGEMENT COMMITTEE

The roles and responsibilities of the Risk Management
Committee are as prescribed under Regulation 21 of
the 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 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 at
www.whirlpoolindia.com.

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.

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 Listing
Regulations and based on the recommendations of the
Audit Committee, the Board at its meeting held on May
20, 2025 recommended the proposal for appointment
of Mr. N C Khanna (ICSI Membership No. 4268 &
Certificate of Practice No. 5143), Practicing Company
Secretary as the Secretarial Auditor of the Company to
the shareholders for a term of 5 consecutive years,
starting from financial year ending March 31, 2026 till
March 31,2030. The detailed terms of appointment and
profile of the proposed Secretarial Auditor is given in
the AGM notice.

The Secretarial Audit for the financial year ended March
31, 2025 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-E of
the Annual Report. The Secretarial Audit Report is self¬
explanatory and does not have any qualifications or
adverse remarks.

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, the Board of Directors appointed
M/s. Chandra Wadhwa & Co., Cost Accountants (Firm
Registration No. 000239), as Cost Auditors for the
financial year 2024-25. The Cost Auditors have issued a
Cost Audit Report for the financial year 2024-25, which
contains no qualifications or adverse remarks. The Cost
Audit Report for the financial year 2024-25, 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 financial year 2025-26. 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 financial year
2025-26, 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 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 financial year 2024-25, will be made 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 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.

OTHER DISCLOSURES

During the year under review:

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

• No public deposits have been accepted by the
Company;

• No proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there is
no instance of One-Statement 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 31,2025,
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
Business Partners, Government and Regulatory
Authorities, Banks, Stock Exchanges 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.

We endeavour 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 Directors

Arvind Uppal Narasimhan Eswar

Place: Gurugram Chairman Managing Director

Date: May 20, 2025 DIN: 00104992 DIN: 08065594

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Mar 31, 2024

MANAGEMENT DISCUSSION AND ANALYSIS INDIAN ECONOMY OVERVIEW

India''s economy has seen strong growth in Financial year 2023-24, owing to high domestic demand and the rapid expansion of various industries. The country has made significant strides in using technology to improve knowledge sharing, boost manufacturing, and increase export competitiveness. The government''s continued focus on infrastructure investment, coupled with efforts to stimulate key sectors such as manufacturing, agriculture, and technology, provided a foundation for growth. This was bolstered by increased public spending and policy measures aimed at boosting consumer demand and investor confidence. However, the economy also grappled with unseasonal rains and inflationary pressures, fueled by volatile commodity prices and supply chain disruptions. Geopolitical tensions and global economic uncertainties further contributed to the complexity of the situation. The manufacturing sector''s strong performance has played a major role in driving GDP growth for financial year 2023-24, boosting the overall economy. In addition, going forward, increased government capital expenditure is expected to drive economic growth by boosting consumer spending and enhancing nationwide infrastructure.

INDUSTRY OVERVIEW

The consumer durables industry is estimated to have grown high single digits in FY 2023-24, driven by premiumisation, after experiencing a significant rebound of about 18% in FY 2022-23, indicating a robust post-pandemic recovery. The focus on premium products-such as appliances with smart technologies, larger capacities, and energy-efficient features-is propelling the revenue growth. What''s notable is that while air conditioners which is a low penetration category grew at a double digit pace, washers which have a slightly higher penetration grew mid single digits relatively,

whereas refrigerator industry which is the highest penetrated category had a very challenging year highlighting the lack of significant growth in penetration in the belly of the market for consumer durables in India.

This period is also marked with the biggest regulatory changes for the durables industry since inception through adoption of global standards along with upgradation of the energy norms. This necessitated R&D and capex investments to enhance compliance as well as strict planning to enable operational excellence. Overall this will bode well for the industry building world class standards for the Indian consumer along with driving our ambition to Make-in-India for the world.

As the year progressed, stabilization of inflation along with commodity prices helped bring back growth to the durables industry. In 2024, a stable economy coupled with controlled inflation, a hotter than normal summer season and effect of general elections closure are expected to drive a spurt in consumption. This sets the stage for broad basing the K-shaped recovery and re-establishing penetration growth for the mass segment on top of the ongoing growth in the high capacity refrigerator and washing machine segments.

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, including various categories like refrigerators, washing machines, 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

Whirlpool began with direct-cool refrigerators and semi-automatic washing machines, but over the years, it expanded its product range to include premium frost-free refrigerators and top-load washing machines. Recently, in the second half of 2022, the Company also began manufacturing front-load washing machines in India, thereby further widening its product portfolio. The Company is committed to continuous innovation in premium product segments, aided by its strong manufacturing base. Whirlpool operates facilities in Faridabad for refrigerators and semi-automatic washing machines, Pune for frost-free and direct-cool refrigerators, and Puducherry in southern India for washing machines.

• Manufacturing Excellence and Innovation

Whirlpool facilities exemplify modern manufacturing — they are a hallmark of innovation, technology and individuals dedicated to being the benchmark for manufacturing excellence. Through our operations, we deliver best-in-class manufactured products at a competitive cost and create a sustainable advantage for our Company. These outcomes are driven by World Class Manufacturing (WCM), a comprehensive methodology for improving

productivity and quality, as well as reducing losses in production systems.

• Strong Pan-India Distribution Network for Sales and Service

Whirlpool 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. Whirlpool 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 couple of years, the Company has also implemented the Net Promoter Score (NPS), 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. Whirlpool''s commitment to superior after-sales support demonstrates its aim to provide value throughout the entire product journey.

Whirlpool''s commitment to improving life at home has been central to its business, with a brand ethos focused on providing exceptional care. In a rapidly evolving digital world, the Company has emphasised purposeful innovations and intuitive technologies to meet changing customer needs. Over the last 12 months, the Company has made a strategic shift towards premiumization, with a keen focus on scaling up new offerings in the premium segments, enhancing existing mass-premium products, and integrating cutting-edge 6^th Sense intuitive technology across its product lines. Drawing upon the extensive 112 years of global expertise of the Parent Company, coupled with the innovation hubs worldwide and a profound understanding of Indian consumer preferences, the Company has been continuously investing in unveiling a series of pioneering and award-winning products.

During the financial year, the Company adjusted pricing to stay competitive in the market, which

temporarily impacted revenue and profits in the first half of the fiscal year. However, this strategic move ensured the Company''s long-term competitiveness and set a strong foundation for future growth. The Company has successfully navigated significant regulatory changes in refrigerator energy standards, completing the required re-engineering despite added costs.

Catering to the growth of high capacity refrigerators, the Company has been scaling up the Intellifresh Pro series of frost-free refrigerators, showcasing the cutting-edge 6^th Sense Intellifresh Technology. Engineered to maintain the freshness of fruits and vegetables for an extended period of up to 15 days*, while also preserving vitamins for twice as long*, this innovative range represents the pinnacle of refrigeration technology. Designed with a contemporary aesthetic to appeal to the discerning tastes of premium clientele, this high-tech lineup introduces never-before-seen features. Among these innovations is the revolutionary 10-in-1 Convertible

mode*, that too in just 22 minutes. In addition to this, the Company has expanded the premium offerings to the consumer through the Platina range, Glass Doors and an all new 3 Star range of refrigerators-each of these being exquisitely crafted to cater to modern discerning tastes.

The Company made a step change in its washing machine portfolio with the launch of the made-in-India XpertCare range of Front Load Washing Machines along with the StainWash range of Top Load Washing Machines. The XpertCare range features the breakthrough Ozone Air Refresh technology that enables consumer to air refresh their cherished clothes without using any detergent or water* along with superior performance via 6^th Sense Soft Move Technology & Steam Wash and exquisite usability through features like Fresh Care , Add Garment and wider drum access. The iF Design Award winning StainWash range powered by 6^th Sense Stainwash Technology and an In-Built Heater removes up to 99.9% germs & allergens* and up to 40 tough stains*. The Company further strengthened the washing machine portfolio with new launches in high capacity ranges to cater to the ever growing needs of the Indian consumer. Furthermore, to enable penetration of washing machines, the Company has leveraged its extensive product development experience combined with world class manufacturing standards to extend the promise of durability for the Semi-Automatic Washing Machine buyers. Launch of the all new 4 year comprehensive warranty from January 2024 is aimed to strengthen peace of mind and is driving competitive advantage through enhanced trust in the minds of the consumers. The company has also extended the comprehensive warranty period of its front loading washing machine range to 5 years making it the best-in-class warranty offering in the market.

Further, premiumization of the mass segments have also been fuelled with the successful launch of the all new range of IceMagic Pro 5-Star range of Direct Cool refrigerators. This along with the award winning IceMagic Pro range in all new patterns and

expansion of VitaMagic range has fuelled strong gains.

During the year, it was a matter of immense pride that the Company''s innovative and energy efficient direct cool refrigerator (DC 215L) model was awarded as the "Appliance of the Year-Refrigerator category" at the prestigious National Energy Conservation Awards (NECA), with the felicitation made by Her Excellency, the Honorable President of India, Smt. Droupadi Murmu.

Whirlpool, with its vision of delivering everyday care through its household appliances, has also introduced premium products in the air conditioner category. The new 2024 Air conditioner range has products powered by 6^th Sense IntelliCool Technology, for the perfect comfort at the press of a single button. This technology intuitively senses and adapts to the environment and optimizes cooling performance to make their everyday moments truly delightful.

Along with this Whirlpool has strengthened its 3D Cool proposition in a completely new design that seamlessly aligns with the core concept of 3D Cool. The range also features the unique 3D Air System with three unique air draft modes that enable the AC to give a personalized experience for differentiated cooling needs.

*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 changes have been made across the organization to strengthen our journey towards executional excellence- step change in front end investments with a special focus on retail executives quantity and quality, use of generative artificial intelligence to scale up training, revamping of measurement systems along with major re-engineering of Field Sales Rewards programs as well as focusing disproportionately on higher margin portfolio to name a few. These changes have set the foundation for driving our transformation and will bear fruit for years to come. 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.

The above initiatives/ interventions positively impacted the Company''s performance. What is notable is that while the first half declined in consolidated revenue and profits versus the previous year (3.6% and 16.7%), revenue growth in the second half of FY 2023-24 was 9.9% and profit (before exceptional items) growth was 51% while market shares also substantially increased versus year ago across refrigerators and washing machines. This strong turnaround was driven by setting right pricing indices, strong execution of new product launches, and significantly improved delivery on executional excellence and go-to-market strategies. Additionally, a focused approach to increasing retail executives, monitoring return on investment, and

driving all sales fundamentals contributed to a strong turnaround.

The Company revamped its robust program called P4G (Productivity for Growth), leading to cost productivity improvements in the fiscal year that further supported better profitability and allowed reinvestment into market share and revenue growth. Overall, despite early challenges, the Company''s coordinated efforts led to a far stronger performance in the latter half of the FY 2023-24 while gaining market shares year on year.

Whirlpool increased its ownership in Elica India from 49% to 87% in 2021, strengthening its position in the cooking appliance segment. Elica is known for its innovative local manufacturing and strong distribution network, giving it a prominent place in the market.

FINANCIAL OVERVIEWFinancial Results and State of Company''s Affairs

(INR in Lacs)
	Standalone		Consolidated
Particulars	For the year ended		For the year ended
1	2023-24	2022-23 |	2023-24	2022-23
Total Income	648,477	633,228	699,359	679,496
Profit for the year after meeting all expenses but before exceptional items, interest and depreciation	46,425	42,049	56,679	49,765
Interest	2,776	1,250	3,023	1,501
Depreciation and amortization	18,637	16,135	21,032	18,541
Profit before exceptional items, share of profit/ (loss) of Joint Ventures and associates and tax	25,012	24,665	32,624	29,723
Exceptional items Gain / (expense)	1891	-	1891	-
Share of profit/(loss) of joint ventures and associates	-	-	-	-
Profit before tax	23,121	24,665	30,733	29,723
Tax expenses	6,384	6,179	8,303	7,322
Profit after tax	16,737	18,486	22,430	22,401
Other comprehensive income/ (expense) (net)	(7)	(83)	(2)	(67)
Total Comprehensive Income	16,730	18,404	22,428	22,334

Financial year 2023-24 has been a tale of two halves and your Company has experienced a challenging but ultimately successful financial year in 2023-24. Despite a decline in income and profit before tax in the first half of the year, the second half saw high single digit revenue growth and improvement in margins, leading to overall positive results for the year. For FY 2023-24 your Company''s consolidated total income grew by 3% as compared to previous year and consolidated profit before tax (before exceptional items) for FY 2023-24 grew by 9.8% compared to last year.

When comparing the performance between first half ("H1") and second half ("H2"), consolidated revenue in H1 2023-24 declined by 3.6% and profit before tax in H1 2023-24 declined by 16.7%. However, in H2 2023-24 consolidated revenue grew by 9.9% and consolidated profit before tax (before exceptional items) grew by 51%.

The decline in revenue and profit in H1 was attributed to soft industry growth in refrigerators, cost and business impact due to transitioning to new energy norms for refrigerators and pricing adjustments. Profit in H1 2023-24 was impacted by the pricing adjustments undertaken to improve competitiveness and the impact of regulatory cost charge up which led to increase in product cost impacting margins.

However, your Company responded proactively by implementing several strategic initiatives that hit the market in the second half. Your Company focussed on improving executional excellence, launching and leveraging new product initiatives, investing behind high return-on-investment ideas, and focusing on driving premiumisation through appropriate pricing and placement strategy. All these actions contributed to the high single digit revenue growth trend in the second half of the year. On the profitability side, the cost productivity program was completely revamped with stronger execution, governance and included all line items of the P&L.

All the above initiatives, along with the introduction of new ranges of direct cool, frost free refrigerator and washers, were instrumental in achieving a significant increase in profits in the second half as consolidated profit before tax (before exceptional items) grew by 51% in H2 2023-24

We believe that continued focus on consumer understanding and insight generation, product innovation, driving execution excellence, premiumization of the product portfolio, and cost productivity programs will further improve revenue and margins in the medium term.

Performance of Subsidiary

Elica PB Whirlpool Kitchen Appliances Private Limited ("Elica PB Whirlpool") is the only subsidiary of the Company in which the Company holds 87.25% equity shares. Elica PB Whirlpool is engaged in the business of manufacturing and distribution of kitchen appliances. During the financial year, the success of Elica PB Whirlpool cooking business, with notable revenue growth of 8% and profit before tax growth by 40% , added to the overall positive performance of the Company.

The Policy for determining Material Subsidiaries, in accordance with the requirements of the Companies Act, 2013 (the Act) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), can be accessed on the Company''s website at www.whirlpoolindia.com.

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.whirlpoolindia.com.

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 2023-24, there was no amount proposed to be transferred to the Reserves.

Standalone Key Financial Ratios
Particulars	March 31, 2024	March 31, 2023
Debtor Turnover ratio	18.34	15.81
Inventory Turnover ratio	3.34	3.28
Interest coverage ratio	-	-
Current Ratio	2.17	1.96
Debt Equity Ratio1	0.07	0.03
Operating Profit margin	1.99	2.21
Net Profit Margin	2.64	2.98
Return on Net Worth	5.29	6.08
* For debt-equity ratio lease is not considered as debt

Outlook & Opportunities

The business performance evaluation above clearly brings out that the Company''s strategic imperatives have been the key driver of the business in the financial year 2023-24. 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. Our consumer home visits have also shown us how proudly Direct Cool owners showcase its presence in their living rooms leading us to develop the beautiful IceMagic Glass Door series celebrating traditional Indian art forms in a modern avatar.

overdrive premiumization and bridge gaps in core product categories.

• 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: Continued focus on driving reach and extraction through best in class sales execution, incentivisation and retail executive program.

• Grow Consumer Direct Business: Grow the consumer direct business ahead of the industry.

The Company is confident that the above approach will continue to drive profitable growth in the long term.

RISK MANAGEMENT

The Company views risk management as a critical part of its strategy and long-term goals. It assesses enterprise risks and mitigation controls each year through its Enterprise Risk Management process, which aligns with its Risk Management Policy.

This assessment helps safeguard the business and assets, and the results are calibrated with senior management, the Risk Management Committee, and the Board of Directors. The Company considers both short-term and long-term risks, factoring in strategic, operational, cybersecurity, compliance, and other internal and external risk. Continuous reviews ensure that the mitigation actions are tracked and updated so that they remain relevant and effective. Of the risks identified, the below set out risks were considered most relevant for the Company''s business and performance.

Risk and Mitigation Strategies

• Increased Competition

The growing competition in the consumer durables industry, with new entrants and established competitors expanding their manufacturing capabilities, poses further risks. The Company builds strategic relationships with key trade customers to maintain competitiveness and market presence. The Company, with a strong brand reputation in India, mitigates risk by creating innovative products with competitive pricing and margins. The Company effectively manages and reduces risk by accelerating product launches, implementing cost-reduction measures, and leveraging its broad geographical reach.

• Pricing and Changing Consumer Preferences

Competitors with low-cost supply sources and vertically integrated business models use aggressive pricing to gain market share. Consumers are also increasingly looking for sustainable and technologically innovative products. The Company has adopted a dedicated supply chain management strategies like localisation, dual sourcing, and cost-optimisation measures. Whirlpool Group''s Design for Sustainability (DfS) focuses on designing products with the needs of consumers and the planet in mind. DfS helps us reduce reliance on nonrenewable resources, lower carbon and water footprint, and maintain standards of excellence for quality and

performance. The focus on sustainability and innovation helps meet consumer expectations as well as mitigate aggressive competition.

• Supply Chain Concerns

Supply chain disruptions pose a threat to production and cost efficiency, especially with global challenges like semiconductor shortages and fluctuating transportation costs. Manufacturing relies on materials from various global suppliers, which are susceptible to fluctuations in cost due to supply chain disruptions, transportation costs, and other factors. The Company successfully addresses supply chain risks through a strategic dual-sourcing approach, focusing on localisation to reduce reliance on imported components. This approach helps in stabilising the supply chain, improving cost efficiency, and increasing flexibility. Continuous monitoring of raw material sources and implementing business continuity measures helps address input cost fluctuations and ensure consistent production.

• Talent Acquisition and Retention

The Company''s success depends on attracting, developing, and retaining skilled personnel, particularly key executives, and senior management. Company''s employees are a critical driver of Company''s business results. Through the Company''s organizational effectiveness practices, it ensures that the organizational design, processes and governance are fit for purpose. All employees are provided with access to learning opportunities to improve critical skills, in order to develop the capabilities required to succeed now and into the future. Whirlpool Group''s enduring values include respect, integrity, inclusion & diversity and spirit of winning. These enduring values go a long way in creating a respectful and nurturing culture where all employees feel respected, heard and valued. Further the "One Whirlpool" ethos underpins our strategy in creating a most desirable workplace for its

people. Further details on employee initiatives can be found in other sections of this report and in the business responsibility and sustainability report.

• Emerging Product Regulations

The Company''s operations are subject to various laws and regulations that could require changes to manufacturing processes, product offerings, or other costly compliance measures. The Company''s Global Product Organisation closely monitors regulations to ensure

compliance. It takes proactive steps to adapt to regulatory changes in a cost-effective manner, reducing compliance-related risks.

OPERATIONS

Our Integrated Supply Chain team exhibited exceptional buoyancy in our operations amid persistent constraints marked by demand fluctuations and supplies. With a focus on operational agility and strategic measures, they have consistently delivered cost, quality, and delivery of volumes as per requirements. This unwavering dedication not only enhanced internal operations but also generated substantial value for our customers.

Over the last few years, our factories have consistently strived to embrace the principles of World Class Manufacturing (''WCM'') approach in our operations. WCM continues to drive product quality, competitive cost, and reliable products for our consumers while providing our manufacturing workforce with a safe and ergonomic environment where every employee contributes and is offered meaningful development opportunities. During the year under review, the Puducherry plant progressed to the Bronze level in our world-class manufacturing journey. With this, all our plants achieved the milestone of Bronze Award as a result of consistent efforts towards adopting World Class Manufacturing methodologies.

The Company remain committed to fostering the growth of its employees by investing in their

development through training and upskilling initiatives aimed at enhancing their capabilities and productivity. Additionally, the Company has instituted safety protocols to ensure a secure and healthy work environment for all its employees. Moreover, it has also bolstered its sustainability endeavors through continuous improvements in Energy consumption, Water Consumption & Emissions.

SOURCING AND SUPPLY CHAIN

The Company''s production process encompasses a wide array of materials and components sourced from numerous suppliers across the globe. The Company has implemented a robust compliance framework to mitigate ethical risks associated with third-party suppliers. To uphold our high ethical standards for vendors and trade partners, we conduct extensive due diligence and audits through our Supplier Code of Conduct (SCoC) auditing program, Third Party Due Diligence (TPDD) screening, and conflict minerals tracking initiative. Despite uncertainties, your Company adeptly managed risks to its advantage. The operational landscape remained challenging this year, however, through diligent efforts, we mitigated supply chain disruptions more effectively than in the previous year. The successful execution of a strategic dual sourcing strategy, with a focus on localization, reduced our dependence on imported components and enhanced cost efficiency. We intend to maintain this approach throughout the current financial year as well. While certain critical electronic components and materials such as semiconductors, microchips, and connectors continue to exhibit unpredictability and volatility, overall volatility has decreased compared to the financial previous year. Fluctuations in Global Ocean Freight, International Crude Oil, and Cooking Oil prices have been observed due to global developments and the Company continuously works on reducing such impacts.

HUMAN RESOURCE MANAGEMENT

Whirlpool''s success is driven by its people, focusing on three pillars: Agile Organisation, Great People, 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 sales, consumer service, and manufacturing.

Whirlpool supports employee growth by offering learning opportunities through LinkedIn Learning via WeLEARN, enabling employees to access a range of professional and leadership development resources. The Company''s Career Program 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. With people at the core of our organization, our strategies revolve around the three foundational pillars: Effective & Efficient Organization, Best Talent & Leadership and Winning Culture.

Last year, the Company continued on it''s journey towards becoming a more agile and effective organization. The Company continued to leverage it''s organization effectiveness framework to align with business strategy, optimizing performance across processes, structure, talent, and culture.

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. The Company also reignited the Sales organization-wide initiative, iGrow. This 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 has a longstanding tradition of listening to its employees and seeking feedback. All employees of the Company are eligible to participate in these Quarterly Pulse Surveys. India employee engagement scores rank highest within the Whirlpool Group, reflecting our dedication to employee well-being.

To strengthen Whirlpool''s Leadership Model behaviors, the Company embarked on a journey of empowering all its leaders. The senior leaders of the Company graciously shared their firsthand insights during a series of sessions, guiding the team members on how to integrate these behaviors into their daily lives. At the heart of our culture lie enduring values, particularly emphasizing inclusion and diversity. Across India, we facilitated Unconscious Bias and Empathy training sessions. These endeavors were aimed at enhancing awareness and fostering capabilities among both employees and leaders.

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. Company''s commitment to inclusion and diversity was also recognized with the ''Future Skills Award'' for its I&D Learning Initiative, ''Empower,'' 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 Employee Assistance Program continues to stand testament to this commitment, providing comprehensive support from medical professionals not only to our employees but also

extending assistance to their families. 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 past year the organization focused on cultivating a dynamic learning culture that is finely attuned to the evolving needs of a forward-thinking organization. This culture is underpinned by its unwavering dedication to the core pillars: Effective & Efficient Organization, Best Talent & Leadership and Winning Culture. By prioritizing agility in its operations, nurturing its talented workforce, and fostering a culture of success and excellence, the organisation is not only preparing for the challenges of tomorrow but also ensuring that the organization thrives in an ever-changing landscape.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company''s internal financial control framework is designed to match the scale and complexity of its business operations, adhering to the requirements outlined in the Companies Act, 2013 ("the Act"). The framework includes comprehensive policies, guidelines, and procedures for all financial and operational functions, which are regularly assessed by internal auditors, management, and statutory auditors.

The Company has an internal audit department that provides assurance on the design and effectiveness of internal controls, as well as on compliance with the Company''s operating systems and policies across all locations. Following internal audit reports, relevant process owners implement corrective actions to enhance control mechanisms. Significant audit findings and their corresponding follow-up actions are reported to the Audit Committee. The Audit Committee evaluates the adequacy and effectiveness of the Company''s internal control environment, monitoring the implementation of audit recommendations,

including those related to strengthening risk management policies and systems.

The Audit Committee also meets with the Company''s statutory auditors to get their perspective on the adequacy of internal control systems and periodically reports significant findings to the Board of Directors. This ongoing dialogue helps ensure that internal controls are robust and effective.

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. These 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

Your Board of Directors have recommended a Final Dividend of INR 5.00 per equity share for the financial year ended March 31, 2024 subject to approval of Members at the ensuing Annual General Meeting. The said dividend will be paid on or before September 07, 2024 to the Members whose names appear in the Register of Members, as on the record date, i.e., July 26, 2024. The Total Dividend for the financial year to be paid to 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 is taxable in the hands of the Members. 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 KYC 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.whirlpoolindia.com.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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 and Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

In terms of 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, the Company will be transferring the unpaid/unclaimed dividend and corresponding shares for the financial year 2016-17 to the Investor Education and Protection Fund within the statutory timelines. Members are requested to take appropriate steps, if required, in this regard.

The shareholders are encouraged to complete their KYC and keep the same updated at all times.

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

SHARE CAPITAL

As on March 31, 2024 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.

During the financial year, the Holding Company i.e., Whirlpool Mauritius Limited, sold 24% of its ownership interest in the Company, while retaining a controlling interest. As on date of this report, the Holding Company holds 51% of the equity share capital of the Company.

Subsidiaries, Joint Ventures or Associate Company

Apart from Elica PB Whirlpool Kitchen Appliances Private Limited, the Company does not have any joint venture or Associate Company. The details regarding Elica PB Whirlpool have already been captured above.

BOARD MEETINGS

During the financial year 2023-24, the Board met 5 (five) times. 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

The Board of Directors at its meeting held on January 13, 2023, based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the appointment of Mr. Narasimhan Eswar (DIN: 08065594) as Managing Director of the Company with effect from April 04, 2023. Mr. Vishal Bhola (DIN: 08668079) resigned as Managing Director with effect from close of business hours on April 03, 2023.

On March 31, 2024, Ms. Sonu Bhasin (DIN: 02872234) ceased to be an Independent Director of the Company after completing her two terms.

During the financial year, Ms. Harita Gupta (DIN: 01719806) was appointed as Women Independent

Director with effect from February 01, 2024 for a term of five years in place of Ms. Sonu Bhasin.

The Board of Directors places on record its deep appreciation for the invaluable contributions and exemplary leadership of Mr. Bhola and Ms. Bhasin during their tenure. Their dedication and strategic vision have been instrumental in guiding our organization. Their commitment and unwavering support is truly recognised by the Board. The Board is grateful for their service and wishes them continued success in all their future endeavors.

The Board of Directors, have upon the recommendation of the Nomination and Remuneration Committee, proposed the appointment of Mr. Anuj Lal (DIN: 09308110) as Executive Director on the Board of the Company for the period September 01, 2024 till February 29, 2028.

The appointment of Mr. Lal, along with his proposed remuneration, is being presented to the shareholders for their approval at the upcoming Annual General Meeting of the Company. Mr. Anuj Lal will be succeeding Mr. Arumalla Hari Bhavanaryana Reddy, who will be retiring on August 31, 2024.

Re-appointment of Directors

During the financial year, in line with retirement policy and upon evaluation of performance and recommendation of Nomination and Remuneration Committee, the Board proposed the re-appointment of Mr. Rahul Bhatnagar (DIN: 07268064) and Mr. Pradeep Banerjee (DIN: 02985965) for a second term upto February 29, 2028 and September 30, 2028 respectively. The said re-appointment was also approved by the shareholders through Postal Ballot dated January 27, 2024.

During the Financial year 2023-24, at the 62^nd AGM of the Company held on August 28, 2023, Mr. Anil Berera (DIN: 00306485), 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. Arumalla Hari Bhavanaryana Reddy -Executive Director

(c) Mr. Aditya Jain - Chief Financial Officer

(d) Ms. Roopali Singh - VP - Legal 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. Arumalla Hari Bhavanarayana Reddy (DIN: 08060227) 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 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 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 following declarations confirming compliance with the provisions of the Act, read with the Rules made thereunder and 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.whirlpoolindia. com.

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. I n the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed along with 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, 2024, 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.whirlpoolindia.com.

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 Listing Regulations are provided in the Corporate Governance Report.

RELATED PARTY DISCLOSURES

In line with the requirements of the Act and the 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.whirlpoolindia. com. 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 arms'' 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, guarantee or investments made by the Company under Section 186 of the Companies Act, 2013, during the financial year 2023-24 forms part of the notes to the financial statements provided in this Annual Report.

AUDIT COMMITTEE

During the financial year, the Audit Committee of the Company was reconstituted and Ms. Harita Gupta, Independent Director was appointed as Member of the Audit Committee with effect from February 01, 2024 and Ms. Sonu Bhasin ceased to be a Member of the Committee with effect from close of business hours on March 31, 2024. In line with above, as of March 31, 2024, the Audit Committee comprises 5 (Five) Members, wherein there are four Independent Directors and one non executive director. The details regarding meetings, roles and responsibilities of the Committee can be referred to in the Corporate Governance Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

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 Financial Year 2023-24, your Company 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 the 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.

As per applicable provision of the Act, during the financial year 2023-24 an impact assessment was carried out for 2023-24 by an independent agency for the Company''s Skill Development Program. The details on CSR activities and impact assessment report 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.whirlpoolindia.com.

RISK MANAGEMENT COMMITTEE

The roles and responsibilities of the Risk Management Committee are as prescribed under Regulation 21 of the 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 bi-annually 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''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 Company''s website at www.whirlpoolindia.com.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors and Auditors'' Report

In terms of provisions of Section 139 of the Act, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.: 301003E/E300005), were re-appointed as Statutory Auditors of the Company 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.

Secretarial Auditors and Secretarial Audit Report

The Secretarial Audit for the financial year ended March 31, 2024 was carried out by Mr. N. C. Khanna (ICSI Membership No.: 4268 & Certificate of Practice No.: 5143) a Practicing Company Secretary. The Report given by the Secretarial Auditor is annexed as Annexure E of the Annual Report. The Secretarial Audit Report is self-explanatory and does not have any qualifications or adverse remarks.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed Mr. N. C. Khanna (ICSI Membership No.: 4268 & Certificate of Practice No.: 5143) a Practicing Company Secretary as the Secretarial Auditor of the Company for the financial year ending March 31, 2025.

The Company has received the necessary consent as required in terms of the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as Secretarial Auditors for the financial year ending March 31, 2025.

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, the Board of Directors appointed M/s. RJ Goel & Co., Cost Accountants (Firm Registration No.: 00026), as Cost Auditors for the financial year 2023-24. The Cost Auditors have issued a Cost Audit Report for the financial year 2023-24, which contains no qualifications or adverse remarks. The Cost Audit Report for the financial year 2022-23, issued by M/s. R.J. Goel & 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 appointing

M/s. Chandra Wadhwa & Co., Cost Accountants (Firm Registration No.: 000239), as Cost Auditors for the financial year 2024-25. 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 financial year 2024-25, which now requires ratification by the Members at the forthcoming meeting. 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 has generally complied 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 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 Listing Regulations.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Pursuant to the requirements of the Sexual Harassment of Women at Workplace (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 financial year 2023-24, will be made 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 ANDSUSTAINABILITY 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.

OTHER DISCLOSURES

During the year under review:

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

• No public deposits have been accepted by the Company;

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

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,

investors and shareholders for their support and belief in the Company.

The Board places on record its deep appreciation to all employees for their continued commitment, dedication and untiring efforts which has upheld the growth of the business.

We endeavour to build and nurture strong relationships across the value chain which has been built with cooperation, mutual trust and respect. The Board also takes this opportunity to thank all Shareholders, Business Partners, Government and Regulatory Authorities and Industrial Bodies for their continued support and look forward to a sustainable future.

1

Product Leadership: Through product leadership, the Company will continue to

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Mar 31, 2023

DIRECTORS'' REPORT

Your Directors take 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

Particulars	Standalone		Consolidated
	For the year ended		For the year ended
	2022-23	2021-22	2022-23	2021-22
Total Income	633,228	605,502	679,496	625,987
Profit for the year after meeting all expenses but before exceptional items, interest and depreciation	42,049	45,671	49,765	47,896
Interest	1,250	1,472	1,501	1,587
Depreciation and amortization	16,135	13,628	18,541	14,746
Profit before exceptional items, share of profit/ (loss) of a Joint Ventures and associates and tax	24,665	30,570	29,723	31,563
Exceptional items Gain / (expense)	-	(211)	-	32,459
Share of profit/(loss) of joint ventures and associates	-	-	-	1017
Profit before tax	24,665	30,359	29,723	65,039
Tax expenses	6,179	8,074	7,322	8,302
Profit after tax	18,486	22,285	22,401	56,737
Other comprehensive income/ (expense) (net)	(83)	(816)	(67)	(818)
Total Comprehensive Income	18,404	21,469	22,334	55,919

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

Particular	31 March 2023	31 March 2022
Debtor Turnover ratio	15.81	15.64
Inventory Turnover ratio	3.28	3.24
Interest coverage ratio	-	-
Current Ratio	1.96	1.98
Debt Equity Ratio*	0.03	0.04
Operating Profit margin	2.21	4.3
Net Profit Margin	2.98	3.72
Return on Net Worth	6.08	7.68

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
2023and 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, T ransfer
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 DirectorsPlace of signature : Gurugram, Haryana Arvind Uppal Narasimhan Eswar

Date : May 17, 2023 Chairman Managing Director

DIN: 00104992 DIN: 08065594

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Mar 31, 2022

Your Directors have pleasure in presenting the 61^st Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended 31^st March, 2022.

Financial Results and State of Company''s Affairs

(INR in lacs)
Particulars	Standalone		Consolidated
	For the year ended		For the year ended
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	599,340	589,989	619,657	589,989
Other Income	6,162	8,960	6,330	8,960
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	45,670	60,858	47,896	60,858
Less: Depreciation/ Amortization/ Impairment	13,628	14,210	14,746	14,210
Profit /loss before Finance Costs, Exceptional items and Tax Expense	32,042	46,648	33,150	46,648
Less: Finance Costs	1,472	1,534	1,587	1,534
Profit /loss before Exceptional items and Tax Expense	30,570	45,114	31,563	45,114
Add/(less): Exceptional items (net) (Expense/Income)	(211)	-	32,459	-
Profit before share of profit of Joint Venture and tax	30,359	45,114	64,022	45,114
Share of profit/(loss) of a Joint Venture	-	-	1,017	1,856
Profit before tax	30,359	45,114	65,039	46,970
Less: Tax Expense (Current & Deferred)	8,074	11,787	8,302	11,787
Profit /loss for the year (1)	22,285	33,327	56,737	35,183
Total Comprehensive Income/(loss) (2)	(816)	115	(818)	114
Total (1 2)	21,469	33,442	55,919	35,297
Attributable to:
- Owners of the parent			55,820	35,297
Balance of profit /loss for earlier years	247,084	219,986	250,599	221,646
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserves	-		-
Less: Dividend paid on Equity Shares	6,344	6,344	6,344	6,344
Less: Dividend paid on Preference Shares	-		-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	262,209	247,084	300,075	250,599

Our Financial Performance Revenue

The Company achieved the highest ever consolidated revenue from operations of INR 6,196 Cr, which was up by 5% vs previous year. Further, the standalone revenue was up 1.6% vs previous year. The increase in revenue was driven by cost based pricing actions executed during the year and growth in mid & premium product categories. Our initiatives around product innovation, distribution expansion and focus on driving extraction helped us deliver a strong top line growth in a challenging external environment. Shipments were lower vs previous year in single digits primarily due to decline in entry segment product categories of Direct Cool and Semi Automatic Washing Machine.

Profit

The Company achieved a consolidated Profit after tax of INR 567 Cr, up by 61 % vs LY (included a one off gain with Elica PB Whirlpool Kitchen Appliances Private Limited acquisition of INR 324.6 Cr). Standalone Profit before tax was INR 222 Cr, lower by 33% vs previous year. This year was another challenging year in terms of Covid wave-2, low pent up demand, rising input costs and supply chain disruptions. Your Company took periodic price increases to protect margins and through its aggressive cost productivity actions, it reduced non-material costs vs previous year. These actions partly helped mitigate the inflationary impact on margins. The Company made appropriate product and channel interventions during the year to ensure that it offer the right value proposition to consumers. As a result of these actions, the Company delivered a consolidated Profit after tax of INR 567 Cr at 9.2% of Revenue from operations and Standalone Profit after tax of INR 222 Cr at 3.7% of Revenue from operations.

Capital Expenditure

The consolidated capital expenditure for the financial year ended 31^st March 2022 was INR 169 Cr and Standalone capital expenditure for the financial year ended 31^st March 2022 was INR 163 Cr. This was up by INR 62 Cr vs previous year. This is in line with our commitment to fund product innovation and capacity expansion to support our growth aspiration. During the financial year, we acquired additional shareholding of 38.25% in Elica PB Whirlpool Kitchen Appliances Private Limited for a consideration of INR 424 Cr taking our total shareholding to 87.25%.

Cash and Cash Equivalents

Consolidated Cash and Cash equivalents as at 31^st March 2022 was INR 1,610 Cr. We ensured strong liquidity in business by generating INR 97 Cr as cash from operating activities during the financial year. After the investments in capital expenditure of INR 163 Cr and acquisition of additional stake in Elica PB Whirlpool Kitchen Appliances Private Limited of INR 424 Cr, there was net reduction of INR 450 Cr to the consolidated cash and cash equivalents.

Key Financial Ratios

Particular	31 March 2022	31 March 2021
Debtor Turnover ratio	15.6	16.8
Inventory Turnover ratio	3.3	3.1
Interest coverage ratio	-	-
Current Ratio	2.0	2.1
Debt Equity Ratio	0.04	0.02
Operating Profit margin	4.3	6.4
Net Profit Margin	3.7	5.6
Return on Net Worth	7.5	11.8

There have been no material changes and commitments that affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate, and the date of this Report.

Our Operational Performance

The operations are exhaustively discussed in the ''Management Discussion and Analysis'' detailed below. MANAGEMENT DISCUSSION AND ANALYSIS Our Industry

The year 2021 -22 had similarities with the preceding year, but there were stark differences as well. Even though the pandemic continued to disrupt normal life throughout the year, the consumers learnt to mould their lives around it. The lockdowns during Wave 2 this year were much more localized and not as severe as those in Wave 1 and there was a gradual return to normalcy once the wave subsided. The consumers, having spent the previous year confined to their homes, recognized the importance of home appliances and the value that they added in improving their quality of life. Comfort, well-being and safety of the family remained their key concerns and priorities.Thus there was an increase in demand for washing machines, mid to large capacity refrigerators, microwaves and emerging categories like dishwashers. There was however muted demand for products in entry segments like single door refrigerators and semi-automatic washing machines. This was primarily due to the consumers in these segments getting impacted due to the rise in general cost of living and hence choosing to defer discretionary purchases.

With ''Hybrid Workplaces'' as the future and consumers spending more time at home, there is now an even greater emphasis on quality of life at home. Home renovations were high on the agenda of our consumers last year and with that came investments in appliances with not only the latest technologies but also premium aesthetics. There was a distinct premiumization at play and consumers in this segment were willing to pay more for innovation and design.

India has one of the lowest appliance penetration levels in the world. This combined with a powerful demographic dividend and a strong GDP growth, is expected to drive increasing adoption of appliances and a rapid sales growth in the coming years.

Our Business Performance in 2021-22

The pandemic has resulted in a fundamental shift in the relationship between consumers and home appliances. Appliances now play a heightened role in ensuring the well being and comfort of the consumers and have now become an integral part of their lives.

Whirlpool as a brand exists to enable extraordinary care, every day. And to help deliver extraordinary care, we create extraordinary products. These products are designed with intuitive technologies and innovations built with a very strong understanding of the unique requirements of the Indian consumers acquired over three decades that Whirlpool has been in India.

In 2021-22, the Company introduced several new products with cutting edge technologies and award winning designs to address the increasing demand for premium products. At the same time, the Company continued to nurture and grow its existing portfolio of products through refreshes and feature upgrades.

With the intent of introducing the latest in refrigeration technology, the Company has launched the W-Series range of premium 4 Door Quattro format refrigerators. These refrigerators open a new realm of possibilities with its sophisticated design, spacious interiors and advanced refrigeration technology. With an award-winning design and immaculate craftsmanship, these stylish refrigerators add a touch of elegance to the consumer''s home. Powered by the state-of-the-art AI (Adaptive Intelligence) and Triple Cooling Technology, the refrigerator intuitively senses and adapts to changes in the ambient environment and usage patterns, to provide best-inclass cooling performance and long-lasting freshness. A convergence of functionality and powerful performance, W Series is a premium refrigerator for modern Indian families.

The IntelliFresh Pro range of Bottom Mount Refrigerators launched in 2020 are a testimony of Whirlpool''s vision of providing products that are best in class in performance, avant garde in design and built with utmost care that cater to the evolving needs of our consumers. They have been a great success and have received high praise from consumers and our trade partners alike. Now the Company has further strengthened this product range with the introduction of the Intellifresh Pro Convertible Range of Bottom Mount refrigerators. This next generation Convertible Technology comes with an intuitive user interface and easy to use 10 modes that adapt to your everyday requirements with just a simple touch. With lowest convert time of 23 min*, the refrigerator helps to adjust as per the needs of the consumers.

As consumers keep seeking products with designs that blend seamlessly with their interiors, the Company has launched the Neo Fresh Range of Glass Door Frost Free refrigerators. This product range reflects Whirlpool''s passion for design excellence and craftsmanship to create product experiences that enhance and ease consumer lives. Taking a cue from the evolving nature of consumer expectations and product preferences, the range creates a mark for its attractive design and scratch resistant quality. A perfect fit for modern Indian homes, these refrigerators come in multiple colors and capacities, power packed with advanced technologies which give up to 12 days of garden freshness. Its 6^th Sense DeepFreeze Technology prevents cold air from escaping even when the freezer door is opened and its Microblock Technology prevents up to 99%* of bacterial growth in your fruits and vegetables. The Vegetable Crisper with Honeycomb Moisture Lock-in Technology maintains optimum moisture in the vegetables and the effective anti-odour action of Active Deo ensures that different odors don''t mix with each other.

In the single door refrigerator segment, the company has continued to focus and promote its unique Intellifrost technology, that removes the hassle of manual defrosting and electronically manages the temperature and humidity inside to deliver long lasting freshness upto 15 days*. With its best in class 5 Star energy efficiency and award winning design, the Icemagic Pro range of single door refrigerators showcase the Company''s commitment to create meaningful innovations catering to consumers across different price segments.

With each passing wave of the pandemic, the need for health, hygiene and sanitization has got further reinforced. The Company is well poised to cater to this growing demand with the widest range of washing machines with inbuilt heaters that are able to remove upto 99.9% of germs and allergens*. The Bloomwash Pro range of top load washing machines, also have the unique 6 Stage washing process that removes upto 50 tough stains* with customised fabric care and deliver the higher energy efficiency rating.

Today consumers are extremely conscious about their health and well-being with food playing a major role.To cater to this emerging need, the Company has launched the 29L MagiCook Pro Convection Microwave range which will not only cater to the evolving trend towards healthier and conscious cooking but will also transform kitchen spaces. With distinctive and unique features like built-in air fryer, Sanitization mode and Zero Waste recipes, these microwaves ovens will enhance the consumer''s lifestyle with the best-in-class technology.

*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

Our International presence

Exports business saw a single digit decline against the previous financial year due to the continued impact of Covid-19 in 2021-22. Markets like Nepal saw 49% growth despite restrictions throughout the year. This was a result of the initiatives around network restructuring in Nepal which paid off. Sri Lanka business saw a decline of 56% owing to the local economic crisis. To build traction for the brand the Company made continued marketing investments throughout the year in the form of digital marketing and print in identified territories that helped increase the preference scores for the Company''s brand while driving the positioning of the brand as global leader in technology helping in constantly improving life at home.

Our Consumers

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

Consumers have always been the key focus of the company and we continue to challenge the status quo, keep a real time pulse on changing consumer preferences and rapidly innovate to redesign our consumer experience journeys that deliver a differentiated consumer experience. Driven by this thought we ensured that our customers do not face any inconvenience and extended support wherever and however possible during the pandemic. As one of the major players we are positioning ourselves at the forefront of the longer term shifts in consumer behavior that resulted from pandemic. Transformational work was initiated in the following areas of operation: Call Centre, Service Network, Technology implementation and Net Promoter Score (NPS) (an outside view KPI).

Differentiated consumer call handling strategy was implemented in the call center, with the launch of premium desk, Top 20 city desk & CRM integration. Premium desk is a dedicated team of very experienced & tenured call center agents who handles critical consumer calls. The premium desk team owns the consumer till their resolution and satisfaction. We introduced the industry first Video Installation assistance program. This initiative offers consumers an option of opting for virtual product demonstration / installation via a video call and provides consumers an option of contact less service.

We continue to expand and strengthen our network presence across India. This year we set up direct service centers in 3 main locations, Delhi, Chennai and Bangalore. These service centers are state of the art setup, managed and operated by very experienced and seasoned service technicians. Each center has a dedicated training center. We believe that the first hand learning experiences from these operations will position us to deliver a differentiated consumer experience.

In an age where technology brings everything to our fingertips, we are finding newer ways to reduce consumer effort, improve consumer experience and enhance team''s productivity. We undertook various initiatives like, creating digital touch points "automating call registration process" through Website and WhatsApp (both for our consumers and trade partners), optimizing the CRM and making it fully integrated with call center telephony software.

We remain focused on progressive expansion of our spare parts distribution network across the country and making progress in our service revenues.

Our sustained focus on the key initiatives in call center, service network, spares parts availability and technology implementation has significantly helped us reduce escalations and improve our NPS scores year on year.

Our Employees

With experiences from the previous year, we emerged wiser, learning to live seamlessly with the troughs and peaks of Covid''s multiple waves. Ensuring people''s safety, business growth and continuity remained important for us. It was the second wave in April-May 2021 that struck the most lethal blow. Thousands of lives were lost in the country for want of medical aid as hospital beds and oxygen cylinders ran scarce. There was no better time to come together, as One Whirlpool, step up the communication channels, offer help to each other, and be humane, while at the same time, remain optimistic and leave no stone unturned to meet whatever our customers expect us to serve to them.

Your Company came up with various support mechanisms to help employees and their families through these difficult times. Medical Support was provided by making Oxygen Concentrators available to employees and their families in need. Employees were also supported with On Call Doctor facility (24X7). The Company also successfully conducted multiple vaccination drives covering employees and their spouses across the organization in various centers.

The Company also provided Financial support to the employees by enhancing the existing medical policy with additional top up on the base medical policy. Facilities like loan against salary and medical non hospitalization expenses reimbursement (Corona Kavach Policy) were also provided for employees in need. Throughout this phase Mental Wellbeing was very important as the employees were going through a lot of turmoil and to support them we offered 24x7 employee assistance programmes, confidential access to counselors, and organized many activities and sessions on yoga, mindfulness and self-awareness.

Though the pandemic brought in certain levels of anxiety with the external business environment not looking very optimistic and fear of the disease lingering on, the organization did not lose focus on business growth and continuity. The Company focused on building the right talent and embedding an enabling culture in the organization to support this ambition.

The blueprint for the Culture at Whirlpool is the Leadership Model. It sets the standard for evaluating the performance/results and sets the expectations for growing as a leader. Various awareness sessions of the Whirlpool''s Leadership Model were conducted. This ensured Leaders educate the organization and drive the change through dialogues, reflections and demonstration of Leadership behaviors that are critical to the success.

Not only did the organization focus on building an agile talent workforce, but also developed skills for core functional areas through the Emerging Leader program, Arohan to develop our Leaders of Tomorrow. The aim was to continue to hone the skills and competencies of our high potential talent to become Effective Enterprise Leaders developing skills around Leading Self, Leading Others and Leading the Organization.

In addition to Business Growth and Continuity, the organization kept ensuring that the culture remains inclusive and engaged.The organization continued its efforts around building an inclusive and diverse workforce. The

team worked towards increasing the representation of women in our workforce through focused hiring efforts. An exemplary example of focused hiring was in the Sales function where women representation increased from 2% to 9%. Another intervention in creating a gender diverse workplace was taken while setting up the Semi Automatic Washing Machine Line in the Faridabad Plant which is run entirely by an all women workforce. Whirlpool also provided the Women employees with multiple coaching interventions "RePower" and "Step into your Being". RePower is a Coaching support program for Women transitioning back to work post maternity leave. A series of sessions take place and help provide a seamless transition while proceeding on leave. "Step into your Being'''' was conducted for the high potential women talent with the objective of tapping into the resourcefulness of the individuals, expanding possibilities to fuel achievement and greater fulfillment.

To create a sense of belonging the team also conducted a multitude of Inclusion Sessions on "Real Talk Conversations" across the organization. Employees could openly dialogue and share their experiences and take the right actions which would make others feel Welcomed, Valued, Respected and Heard. Whirlpool of India was honored with ''India''s Best Workplaces for Women 2021 award.

The organization also ensured that the voice of the employees was heard. Quarterly internal pulse surveys (Glint) were conducted to listen to our employees and sense their engagement levels, and the results were consistent and encouraging. The same mood got re-enforced by external survey results on engagement. Whirlpool of India was recognised by Great Place to Work as India''s Best Workplaces Manufacturing 2021. Whirlpool of India also got credited with the award of Best Employers India - 2021, by Kincentric. These awards are a testament to the efforts taken by the organization.

Our Operations

Our World Class Manufacturing is a comprehensive methodology for improving productivity and quality and reducing losses in production systems through strong employee involvement. The implementation of real-time data and analytics, along with artificial intelligence and connectivity among equipment continues to make our manufacturing and distribution network stronger, delivering best-in-class operational excellence. Your Company had taken all COVID protocols during the year at its factories for all its employees and workers. Further, at all the three factories various initiatives were undertaken to enhance the operational capacity by debottlenecking the existing set up with minimal capital investment.

The said expansion will help the Company to maintain and strengthen its product portfolio. Ramp up of capacity as aforesaid is also likely to be supported by a demand growth will enable the Company to strengthen its position.

The safety of our workforce was always at the forefront. The Company took various measures at its factories to prevent spread of covid notaby by taking the initiatives such as temperature screening at entry & exit, physical distancing provision at all location e.g. canteen, officer & transport, regular distribution of PPEs such as masks etc, regular sanitization & disinfection, staggered shifts & work from home as needed, regular awareness training, health talks and visual display on Covid safety & prevention. Covid cases management including contact tracing, deploying support for home quarantine & return to work, Covid vaccination as per government guidelines & tie up with hospitals and Covid safety adherence audits & management reviews.

Our Security 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 to invest in digital technologies such as platform capabilities, Marketing Automation and Front-end Salesforce Automation to create improved customer experiences and aid in organizational productivity. The Company continuously endeavors to improve IT Security and Infrastructure.

Our Suppliers and Business Partners

During the given financial year, the businesses generally faced multiple challenges which included unprecedented supply chain disruptions and material price escalations. Some of the key challenges include availability of semiconductor microchips, connectors, flat steel and polymer resins aggravated by volatility in crude oil, coking

coal and international logistics. During these uncertain times, your Company was able to maintain complete business continuity for its manufacturing units in India through sustained supplies from both local and international suppliers. This was enabled through proactive planning, close working with the supplier partners and development of critical alternate sources. Accelerated strategic dual sourcing for all critical materials and components helped reduce single source dependencies on suppliers. In order to reduce current geopolitical risk on import supplies, we continue to drive incremental localization and develop a competitive indigineous supply base.

ENTERPRISE RISK MANAGEMENT

Risk management is integral to your Company''s long term goals and strategy. The Company believes that its success as an organisation depends on its ability to identify and exploit the opportunities generated by its business and the markets we operate in. In pursuit of this we take an embedded approach to risk management which puts risk and opportunity assessment which is done periodically at various levels including Risk Management Committee and Board. In terms of risk management policy, the Company identifies the risk at the functional level and then collectively at the enterprise level.

While assessing the top risks for the Company, both short and long-term risks are considered, including how these risks are changing, together with emerging risk areas. These are reviewed on an ongoing basis and discussed with the Risk Management Committee and Board atleast once a year.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are regularly tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and other key business areas of operations. Any significant audit observations and follow up actions thereon are reported to the Audit Committee on a quarterly basis. The Audit Committee, consisting of Independent Directors, reviews important issues raised by the Internal and Statutory Auditors and deliberates on the remediation measures. Further, the adequacy and effectiveness of the Company''s internal controls is also reviewed by the Audit Committee along with monitoring of the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

The Company''s internal financial control framework has been established in accordance with the Committee of Sponsoring Organisation (COSO) framework and is in line with requirements of the Companies Act, 2013 ("the Act").

The Audit Committee meets the Company''s Statutory Auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of their major observations periodically. Based on its evaluation (as provided under Section 177 of the Act and Clause 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")), the Audit Committee concluded that as on March 31,2022, the internal financial controls were adequate and operating effectively.

Your Company recognizes that the Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Also, projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal Financial Controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

CAUTIONARY STATEMENT

This report contains statements referring to Company or Whirlpool that are not historical facts and are "forwardlooking statements". These statements are based on current projections about operations, industry conditions, financial condition and liquidity. Words that identify forward looking statements include words such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee", "seek" and the negative of these words and words and terms of similar substance used in connection with any discussion of future operating or financial performance. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements. Any futuristic statements in this Annual Report, particularly those that relate to the Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute forward looking statements'' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

Dividend

The Board of Directors have recommended a final dividend of INR 5 per equity share amounting to INR 634 Million for the financial year 2021-22. 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 www.whirlpoolindia.com/dividend policy.

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 61^st Annual General Meeting scheduled to be held on 15^th July, 2022. The Register of Members and Share Transfer Books of the Company will remain closed from 30^th June, 2022 to 06^th July, 2022 (both days inclusive) for the purpose of payment of the dividend for the financial year ended 31 March, 2022 and the Annual General Meeting.

Amount Transfer to Reserves

During the financial year, there was no amount proposed to be transferred to the Reserves.

Share Capital

The paid up capital of the Company as on 31^st March, 2022 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, during the financial year 2021-22, acquired additional equity shares of 38.25% i.e. 1849268 additional equity shares in Elica PB Whirlpool Kitchen Appliances Private Limited (formerly known as Elica PB India Private Limited) ("Elica PB India") and now holds 87.25% stake in Elica India.

With this additional investment by your Company, Elica PB India became the subsidiary of the Company with effect from 29^th September, 2021.

Elica PB India has its manufacturing facility situated at Pune and distributes kitchen appliances such as kitchen hoods, hobs, built in ovens, built in microwave ovens, dishwashers, barbeque fryers etc across the country. Elica PB India reported a turnover of INR 374.93 crores and profit before tax of INR 57.57 crores in 2021-22 as compared to INR 309.07 crores and INR 62.07 crores respectively, in the previous year resulting in a revenue growth of 21.3% this year. The investment is aligned with the Company''s strategy of expanding cooking and built in business.

As per the requirements of Section 129(3) of the Act, a statement containing salient features of the financial statements of joint venture/ and associate company in prescribed Form No. AOC-1 is 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

During the Financial Year 2021-22, 6 (six) Board meetings were held. Details of the same are available in the section ''Meetings of the Board of Directors'', in the Corporate Governance Report.

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

(a) Mr. Vishal Bhola - 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

Mr. Arvind Uppal, Chairman of the Board was appointed as Independent Director with effect from 17^th August, 2021. Except this, no other change was made in the Board and Key Managerial Personnel. All the Independent Directors of your Company have submitted the declaration confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further the Independent Directors of the Company have confirmed compliance of relevant provisions of 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. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity. The details of the familiarisation programmes for the Independent Directors are available on the website of the Company at www.whirlpoolindia.com/familiarisation program.

Based on the recommendations of Nomination and Remuneration Committee, it has been proposed to reappoint Mr. Reddy for a period commencing from 2^nd February, 2023 to 31^st August, 2024 as an Executive Director. The Company seeks the approval of the shareholders in the ensuing Annual General Meeting.

In accordance with the provisions of the Act and the Article 115 of Article of Association of the Company, Mr. Vishal Bhola, 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.

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 policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees, forms part of the Corporate Governance Report of this Annual Report.

PERFORMANCE EVALUATION OF DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Independent Directors, Chairman of the Board.

Responses of the Directors were sought by way of a structured questionnaire covering various aspects of the Board''s and Committee''s functioning such as adequacy, effectiveness, diversity etc of the Board and on the structure, composition of Committees, attendance, participation, fulfillment of the functions etc. The evaluation was carried out based on the feedback received.

RELATED PARTY DISCLOSURES

During the year under review, SEBI has amended the framework of Related Party Transaction effective from 01^st April, 2022. In line with the said amendment, the Company has revised the policy on recommendations from the Audit Committee. The Board of Directors of the Company have approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm''s length.

The Related Party Transactions during the financial year ended 31^st March, 2022 were reviewed and approved by the Audit Committee and were also placed before the Board. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) is attached as Annexure - C.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2022, the Audit Committee comprises 4 (Four) Non-Executive Independent Directors, namely, Mr. Rahul Bhatnagar, Mr. Arvind Uppal, Mrs. Sonu Bhasin and Mr. Pradeep Banerjee. 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.

Mr. Rahul Bhatnagar, Chairman of the Committee has adequate financial and accounting knowledge. The permanent invitees to the meetings are Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company. 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

In terms of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2021 -22, your Company has spent two percent of the average net profits of your Company during the three immediately preceding financial years. The Company''s Skill Development Program under CSR was assessed by an independent agency and 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 forming part of this Report.

RISK MANAGEMENT

During the year under review, Mr. Arvind Uppal being an Independent Director was appointed as a member of the Risk Management Committee. This Risk Management Committee (RMC) assesses the risk in different areas of operations along with actions associated to mitigate the risks. The RMC on a timely basis informed members of the board of directors about risk assessment and minimization procedures. 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 Vigil Mechanism as envisaged in the Act, the Rules prescribed thereunder and the SEBI Listing Regulations is implemented through the Company''s Code of Conduct/Integrity Manual to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s Code of Conduct/Integrity Manual etc without fear of reprisal.

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 for its employees from time to time to sensitise 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 on Company''s website: www.whirlpoolindia.com

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

The Company''s Auditors, M/s MSKA & Associates (ICAI Firm Registration No.: 105047W), Chartered Accountants, who were appointed with your approval at the 56^th Annual General Meeting ("AGM") for a period of five years, will complete their present term on conclusion of the ensuing 61^st AGM of the Company. The Board, on the recommendation of the Audit Committee, recommended for the approval of the Members, the appointment and the remuneration of M/s. S.R. Batliboi & Co. LLP (Firm Registration No.301003E/E300005), Chartered Accountants, as the Auditors of the Company for a period of five years from the conclusion of the ensuing 61^st AGM till the conclusion of the 66^th AGM to be held in the year 2027.

Appropriate resolution seeking your approval to the appointment and remuneration of the Statutory Auditors is appearing in the Notice convening the 61^st AGM of the Company.

The statutory auditors have confirmed that they satisfy the independence and eligibility criteria required under the Act.

Secretarial Auditors

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 2021 -22 pursuant to section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as ''Annexure - E'' to this Report. There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2021-22 which call for any explanation from the Board of Directors.

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 2022-23.

The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. They have confirmed that they are eligible for the said appointment.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Act and Rules made thereunder M/s R. J. Goel & Co., Cost Accountants (Firm Registration No.: 00026) were reappointed as the Cost Auditors of the Company for the financial year ending 31^st March, 2022 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. The requisite resolution for approval of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the ensuing Annual General Meeting. Further, on the recommendation of the Audit Committee, the Board of Directors have also reappointed them as Cost Auditors for financial year 2022-23, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2020-21, 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 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

In terms of 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, since the Company has not completed seven years of declaration of dividend, there was no unclaimed amount or shares during the financial year that were required to be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government.

The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company at www.whirlpoolindia.com under Investor''s section.

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.

PUBLIC DEPOSITS

During the Financial Year 2021 -22 your Company has not accepted any public deposits in terms of Chapter V of the Act.

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 REPORT

In terms of the requirements of Regulation 34(2)(f) of the SEBI Listing Regulations, a report on Business Responsibility Report as stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations forms part of this Annual Report in the format prescribed by SEBI and is annexed herewith as Annexure - H.

ACKNOWLEDGMENT AND APPRECIATION

Your Directors place on record their deep appreciation to all its stakeholders including employees at all levels for their hard work, dedication and commitment, in particular during this unprecedented year. The enthusiasm and unstinting efforts of all the employees and workers have enabled the Company to maintain its position.

The Board places on record its appreciation for the support and cooperation your Company has been receiving from its suppliers, distributors, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress.

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

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Mar 31, 2021

Your Directors have pleasure in presenting the 60^th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended 31^st March, 2021.

Financial Results and State of Company''s Affairs

(INR in lacs)
Particulars	Standalone		Consolidated
	For the year ended		For the year ended
	2020-21	2019-20	2020-21	2019-20
Revenue from Operations	589,989	599,252	589,989	599,252
Other Income	8,960	12,871	8,960	12,871
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	60,858	80,206	60,858	80,206
Less: Depreciation/ Amortization/ Impairment	14,210	12,932	14,210	12,932
Profit /loss before Finance Costs, Exceptional items and Tax Expense	46,648	67,274	46,648	67,274
Less: Finance Costs	1,534	1,985	1,534	1,985
Profit /loss before Exceptional items and Tax Expense	45,114	65,289	45,114	65,289
Add/(less): Exceptional items	-	-	-	-
Profit before share of profit of Joint Venture and tax	45,114	65,289	45,114	65,289
Share of profit/(loss) of a Joint Venture	-	-	1,856	1,390
Profit before tax	45,114	65,289	46,970	66,679
Less: Tax Expense (Current & Deferred)	11,787	17,660	11,787	17,660
Profit /loss for the year (1)	33,327	47,629	35,183	49,019
Total Comprehensive Income/loss (2)	115	(237)	114	(238)
Total (1 2)	33,442	47,392	35,297	48,781
Balance of profit/loss for earlier years	219,986	180,242	221,646	180,513
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	6,344	6,344	6,344	6,344
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	1,304	-	1,304
Balance carried forward	247,084	219,986	250,599	221,646

Revenue

We achieved a revenue from operations of Rs 5,899.8 Crores which was lower by 1.5% compared to last year. The decrease in revenue was on account of covid induced lockdown in Q1, which is the peak season for the durables industry leading to a significant erosion of demand. There was a strong recovery in subsequent quarters due to pent up demand and our focus on product innovation, distribution expansion and tie ups with Ecommerce channel partners helped us gain share in the post opening up period. As a result of changing consumer preferences, revenue from high end products i.e Frost Free Refrigerator and Fully Automatic Washing Machines grew faster compared to the entry segment of Direct Cool Refrigerator and Semi Automatic Washing Machines.

Consolidated Profit

We achieved a consolidated net profit of Rs 351.8 Crores which was lower 28% compared to last year. Profit decreased due to significant erosion of demand in the month of April and May due to covid induced lockdowns. The impact of demand loss was partially mitigated through the acceleration of productivity actions across all cost elements and the impact of cost inflation in Q4''20-21 was offset by an appropriate price increase.

Capital Expenditure

Capital expenditure for the year ended 31^st March, 2021 was Rs 100.68 Crores. Capital expenditure was principally on account of product innovation and capacity expansion to support our growth aspiration.

Cash and Cash Equivalents

Cash and Cash equivalents as at 31^st March, 2021 was Rs 2,060.46 Crores. We generated Rs 524.14 Crores as cash from operating activities on the back of string working capital management. After the investments in capital expenditure and redemption of unquoted debt securities, there was net addition of Rs. 786.3 Crores to the cash and cash equivalents during the year thereby maintaining a strong liquidity position.

Key Financial Ratios
Particular	31 March 2021	31 March 2020
Debtor Turnover ratio	16.8	20.11
Inventory Turnover ratio	3.1	3.61
Interest coverage ratio	-	-
Current Ratio	2.09	2.071
Debt Equity Ratio	-	-
Operating Profit margin	6.39	9.08
Net Profit Margin	5.65	7.95
Return on Net Worth	11.80	18.70

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 60^th Annual General Meeting scheduled to be held on 17^th August, 2021. The Register of Members and Share Transfer Books of the Company will remain closed from 02^nd August, 2021 to 07^th August, 2021 (both days inclusive) for the purpose of payment of the dividend for the financial year ended 31^st March, 2021 and the Annual General Meeting.

Amount Transfer to Reserves

During the financial year, there was no amount proposed to be transferred to the Reserves.

Operational Highlights

The operations are exhaustively discussed in the ''Management Discussion and Analysis'' forming part of the Annual Report.

Share Capital

The paid up capital of the Company as on 31^st March, 2021 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

During the period under review, the Company did not have any subsidiary however the Company held 49% shareholding of Elica PB India Private Limited (Elica India) consisting of 2,368,997 equity shares of INR 10 each. Elica India has its manufacturing facility situated at Pune and distributed kitchen appliances such as kitchen hoods, hobs, built in ovens, built in microwave ovens, dishwashers, barbeque fryers etc across the country. Elica India has reported turnover of INR 309.07 Crores and profit before tax of INR 62.07 Crores approx. in 2020-21 as compared to INR 283.06 crores and INR 48.11 Crores approx. respectively, in the previous year resulting in a growth of 9.2% this year. The investment is aligned with the Company''s strategy of expanding cooking and built in business.

As per the requirements of Section 129(3) of the Act, a statement containing salient features of the financial statements of joint venture/ and associate company in prescribed Form No. AOC-1 is attached to the financial statements of the Company.

MANAGEMENT DISCUSSION AND ANALYSISCOVID-19

The Financial year 2020-21 was challenging for each one of us as COVID-19 pandemic not only posed a health challenge but significantly impacted businesses and the economies across the world. Your Company worked through the uncertainties and ensured the health and safety not just for its consumers but also for its employees and society at large. Business continuity, sustainability and serving the society were the bedrock for the Company. Your Company worked closely with its employees, service providers, local communities and business partners to navigate through the unprecedented times, reduce manufacturing complexities and mitigate supply chain disruptions which arose as a result of the lockdown. Even during these challenging times, the Company made available its products to consumers with speed and agility.

Risk and challenges from the Global pandemic of COVID-19 continues to grow at an accelerating rate. Around the world, these lockdowns have driven professional and social life out of the physical world into the virtual realm. The full economic fallouts are difficult to assess as the Country is still dealing with the second wave of Covid -19.

BUSINESS OUTLOOK

The financial year 2020-21 was a year like none before. Starting with the unfolding of events in March-April, the pandemic kept a firm grip on our country and the Company. India witnessed one of the most stringent lockdowns across the world and business was impacted during the most crucial months of summer. However, once the lockdown restrictions were withdrawn, the Company experienced a recovery due to pent-up demand and the momentum continued through the festive months upto the onset of second wave this March.

The pandemic has reset the relationship between the consumers and home appliances. With stay at home and work from home becoming the new normal, there is a greater acknowledgement of the role played by home appliances in the life of the consumer.This combined with low penetration levels, improving infrastructure and an upwardly mobile middle class will lead to sustained growth over the next few years.

INDUSTRY STRUCTURE AND DEVELOPMENTS (Consumer Trends, Developing Markets/Segments)

In the year 2020-21, the pandemic and the consequent stay at home, work from home and education from home requirement forced the consumers to reassess their home setup and environment. Home appliances moved from a passive space to an active one. They were no longer seen as luxuries but as basic necessities to ensure the safety, comfort and wellbeing of family members and to minimize hardships caused due to unavailability of household help. There were a few clear patterns that emerged like a preference for higher capacity refrigerators in line with the need to store more and reduce trips to the supermarkets and an increased need for sanitization of clothes leading to consumers looking for washing machines with in-built heaters which can effectively remove germs. As consumers started spending more time at home and experimenting with cooking, there was also an increase in demand for microwaves. Overnight, dishwashers emerged as the most sought-after category as household helps were not available and the mound of unwashed dishes kept piling up.

With the ''work from anywhere'' culture expected to be the new norm in the post pandemic world, there will be a greater emphasis on making the home comfortable and productive, leading to a focus on the role of home appliances to enable the same. This increased adoption of appliances augurs well for the consumer durables industry in India. With some of the lowest appliance penetration even amongst emerging markets of the world, the Indian market is expected to grow rapidly.

SALES AND MARKETING

Whirlpool as a brand exists to enable care, everyday. The pandemic has brought each of us closer to our family, our neighbours, our friends and our partners. Simple acts of care have gone a long way in cementing our relationships. As a company, Whirlpool will strive to create extraordinary products which enable our consumers to deliver extraordinary care to their loved ones. Every feature that we innovate and every technology we provide is designed to be simple and intuitive so that it''s easy to care.

2020-21 has marked transformational changes in the product portfolio. The Company has focused on stepping ahead and launching new formats and technologies ahead of the curve and in-line with emerging trends and consumer behaviour. Design emerged as a big differentiator and the Company also won the prestigious ''iF Design'' Awards for three of its new product launches.

With the intention of stepping ahead and ushering in the next generation refrigerators, the Company has launched Intellifresh Pro series of Bottom Mount refrigerators with Adaptive Intelligence technology that automatically senses changes in weather, load and usage patterns and adapts the cooling accordingly. Besides being one of the most technologically advanced refrigerators in its category, the Whirlpool IntelliFresh Pro Bottom Mount series are stunning in design and have been awarded the most coveted and prestigious iF Design Award for 2021. This product marks the entry of the Company into the Bottom Mount refrigerator segment which is considered as the format of the future. This was designed and developed through a truly global collaboration of technology, engineering and design based on deep understanding of the Indian consumer and their specific requirements.

To further strengthen its position in the Single Door refrigerators segment, the Company has revamped the mid to high end portfolio with a modern sleek design and best in class aesthetics. These products have been built on an all-new energy efficient platform that provides to the consumer best in class 5 star energy ratings. The Icemagic Pro Plus range of single door refrigerators are powered by the IntelliFrost Technology that continuously senses the temperature inside the refrigerator to intuitively cool and automatically defrost the fridge. It delivers optimal temperature and humidity inside the refrigerator resulting in long lasting freshness of upto 15 days.

The aesthetic tastes of Indian consumers are evolving and they are seeking modern cutting-edge designs in every appliance that they purchase. To cater to this growing demand, the Company has introduced the glass door range in the Double Door segment. Made of scratch resistant toughened glass, the doors of these products look sleek and elegant and are designed to add beauty to an ultra-modern kitchen. Initially launched in sparkling black and shiny mirror finishes, the range has now been expanded to feature abstract artwork in vibrant colors as well.

The Company has also launched the next generation range of 3D Cool Inverter Air Conditioners. Designed to offer Every Day Care for its consumers, they are equipped with the unique 3D Cool Technology. The 3 specially designed air-intake vents in the Air Conditioner help in faster removal of hot air from the room and ensure faster cooling even in the peak of summers. The 3D cool inverter air conditioners are fully-loaded with advanced offerings like Xpandable feature and smart home connectivity with Google Home and Amazon Alexa compatibility that enable our customers to stay cool and comfortable indoors.

During the given Financial Year the country underwent the first wave of the covid pandemic and, there was a heightened need and awareness for sanitization. In-line with its philosophy of Every Day Care, the Company has launched the Stainwash Pro and Bloomwash Pro series of washing machines with In-built heaters that are able to remove upto 99.9%* germs as tested by NABL accredited labs. Apart from the sanitization capabilities, these products also have the following features:

• Stain removal technology: A unique 6 stage wash process involving varying water temperatures & wash motions, ensuring tough stains removal like mud, grass, ketchup etc. The Inbuilt heater helps remove 50 different types of tough stains even after 48 hours

• Customised Fabric care: Equipped with three different Hot water modes - Warm, Hot & Allergen free which help in taking care if of different types of fabric, to ensure sanitized washing along with the care of clothes

• Eco wash: Whirlpool has the widest range of 5-star energy rated washing machines with the Eco mode which uses an optimized wash algorithm for low water & energy consumption, while providing the best-in-class cleaning performance.

The Company is amongst the 01^st in the market to introduce the insta-heater in a Semi-Automatic washing machine. The unique heater technology and wash system of the AceXL series of semi-automatic washing machines not only helps remove upto 99.9% germs but also removes upto 40 tough stains leaving clothes spotlessly clean and sanitized.

Consumers love to experiment with cooking food and this interest peaked during the lockdown when they were trying to recreate dishes from their favourite restaurants at home. In line with this trend, the Company has launched a new range of the All-in-One Convection Microwave oven that enables the consumer to ''Cook like a Pro''. Equipped with 7 different heat modes, the MagiCookPro microwave ovens allows you to rustle-up delicacies at a touch of a button. From crisping to baking, dry-roasting to grilling, steaming to zero-oil cooking and browning, the advanced technology and care-centric offerings in the MagiCookPro range make cooking convenient, efficient and healthy.

*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.

INTERNATIONAL BUSINESS

Your Company''s Exports business grew by 29% during the financial year despite 3 months of slowdown in business due to Covid-19. The initiatives around network restructuring in some countries have started to pay off with high growths in Nepal and Bhutan.

New product introductions with an objective of premiumisation and making latest technologies available to the consumers have resulted in significant growth of the business over last year in Srilanka and Bangladesh. To build traction for the brand the Company made investments in identified territories like Bangladesh, Srilanka and Nepal. That helped increasing the preference scores for the Company''s brand while driving the positioning of the brand as Global leader in technology helping in constantly improving life at home.

The focus around creating strong network fundamentals, continuous introduction of new products and strengthening of brand will fundamentally support the Company to make greater inroads in the coming years.

CONSUMER SERVICE

For our consumers, we deliver value not only through innovative, high-quality products but also through differentiated service experiences that improve life at home. Even during the pandemic we were committed to serve our consumers and despite all the challenges our service engineers went well beyond the call of duty and visited consumers'' homes to repair and service our products. Our service engineers took utmost care while visiting consumer homes, they followed the defined safety protocols from using sanitizers and washing hands before and after work, wearing masks and maintaining proper social distancing norms. Consumers have always been the key focus for the Company and we continue to challenge the status quo, reduce the consumer effort and create a seamless customer experience across various touch points in the post purchase consumer journey.

COVID-19 pandemic has challenged the Company to look at alternate ways of servicing our customers, be it telephonic resolution or finding alternate ways to engage with customers (voice and non-voice), or by leveraging technology. Building on this unequaled experience we will leverage consumers'' insights to offer a futuristic highly responsive after-sales service network.

HUMAN RESOURCE MANAGEMENT

The year gone by has been a very unprecedented year, with the COVID-19 pandemic impacting not only the business outcomes, but also the physical and mental well being of employees. There was no rule book to play with, however, being there in the moment, and taking decisions from that space of ambiguity, was the only thing that one could fall back on. The most important imperative for the Company was to ensure People Safety and Business Continuity. No better time to come together, as One Whirlpool, step up the communication channels, offer help to each other, and be humane, while at the same time, remain optimistic and leave no stone unturned to meet whatever our customers expect us to serve to them.

Your Company focused on ensuring Physical, Mental and Emotional Well being of our employees. We were agile, and ensured that when it wasn''t safe for employees to come to office premises, that the employees were communicated to work remotely and supported well with basic infrastructure so that they could be productive. Various virtual communication channels like Let''s Connect, Let''s Talk, etc were stepped up, written as well as verbal. Continuous interactions with the leadership team members ensured that our employees felt being supported and heard. Multitude of voluntary sessions were organised to meet the needs of employees'' emotional and mental wellbeing. Sessions with Medical Professionals provided much needed assurance to our employees. Employee Assistance Program was rolled out for employees to speak with counsellors to meet their specific needs, 24*7. As the external environment felt safe for employees to return to work from offices, it was ensured that offices were completely safe for them, by having strict protocols around Health Parameters Check, Covid-appropriate behaviors, sanitisation and social distancing.

Though the pandemic brought in certain levels of anxiety, remote working and business challenges, the Company did not lose focus on its continuous endeavour to Build and Develop Talent. Online learning programme, Welearn, covering approximately 500 employees across functions was launched to get people skilled, though remotely. This unique platform enabled employees to develop core functional skills and gave them a complete "On the go" access to a repertoire of knowledge and resources in the form of Videos, Articles, Audiobooks & EBooks. The customised learning was one of the unique factors that enabled the talent to develop in their core functions. Arohan, Emerging Leader program, was launched in an online avatar to develop our Leaders of Tomorrow, with an aim to help provide our high potential talent, skills and competencies to become Effective Enterprise Leaders. The program, spanning 9 months, focused on developing skills around Leading Self, Leading Others and Leading the Company as a whole.

In addition to ensuring the physical and emotional wellbeing, and providing a safe working environment (in-office/remotely), the Company ensured that its culture remains inclusive and engaged. Quarterly pulse surveys (Glint) were conducted to hear and listen to our employees and sense their engagement levels. The same mood got re-enforced by external survey results on engagement. Your Company was recognised during the year with several recognitions and accolades:

• Great Place to Work as India''s Best Companies to Work for in 2020.

• Best Employers India - 2020, by Kincentric.

The Company also kept its endeavour on building inclusive culture by conducting a multitude of Inclusion Sessions, Breaking the Stereotype Sessions, and launching Women''s exclusive forum, Women of Whirlpool, to ensure that all employees continuously feel welcomed, heard, valued and respected.

While there was immense ambiguity from a short term perspective, the organisation remained very firm and clear on its future growth and that meant co-creating the business ambition, for the coming years.

MANUFACTURING

World Class Manufacturing practices and Industry 4.0 technologies in our factories allow us to make a step change in sustained cost and quality competitiveness. We are constantly strengthening our manufacturing capabilities and building greater efficiencies. During the year we continued to leverage the tools and methodologies of World Class Manufacturing to solve problems, increase productivity and improve stability. During the period under review, the Company expanded its manufacturing footprint by developing a facility for semi-automatic washers at its Faridabad factory.

RISKS AND CONCERNS

There exists a robust risk management policy and framework at Whirlpool, which operates at the enterprise level. The Management Team periodically reviews the major risks and concerns which could impact the business and accordingly formulate the mitigation plans. Once the risks are identified at the functional level, a collective view of all inputs is further used to develop a matrix for enterprise level risks. The Enterprise Risk Management report is then reviewed and monitored by the Risk Management Committee and then presented to the Board of the Company.

INFORMATION TECHNOLOGY

During this current pandemic, Information Technology (IT) played a vital role in ensuring data protection, cyber security, expediting information distribution and maintaining continuity of work. The dependence on Information Technology also increased substantially because of the remote working conditions.

During the year ended 31^st March, 2021, your Company has taken various initiatives to maintain business continuity, productivity and also ensuring cyber security and protection at the same time.

SUPPLY CHAIN

During the given financial year, the businesses generally faced multiple challenges which included supply chain disruptions as well. During these uncertain times, your Company was able to maintain business continuity for its manufacturing units in India through sustained supplies from both local and international suppliers. This was enabled through proactive planning, close working with the supplier partners and development of critical alternate sources to reduce dependencies and mitigate supply chain risk. We continue to develop a strong and competitive supply base leveraging Whirlpool''s global strategic sourcing processes with focus on increasing local supply base every year.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has a robust internal control framework commensurating with its size and the nature of its operations. The internal controls have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The Audit Committee evaluates the internal financial control system periodically. The Company''s internal financial control framework has been established in accordance with the Committee of Sponsoring Organisation (COSO) framework and is in line with requirements of the Companies Act, 2013 ("the Act").

The Company has an independent Internal Audit Department which is also assisted by outsourced audit teams. The conduct of Internal Audit is oriented towards the review of internal controls and risks in the Company''s operations and covers all locations and business verticals In line with international practice. Additionally, the Company''s focus has also been driven towards IT enablement and digitisation of key processes and controls through the ERP systems to enhance automated control transactions across key functions. The internal auditor presents the Audit plan, which is approved by the Audit Committee and the internal auditors present their report to the Audit Committee on a quarterly basis for its consideration.

The Audit Committee, consisting of Independent Directors, reviews important issues raised by the Internal and Statutory Auditors and deliberates on the remediation measures. This is done to ensure that risks are addressed and mitigated, appropriately and timely. The Audit Committee meets the Company''s Statutory Auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of their major observations periodically. Based on its evaluation (as provided under Section 177 of the Act and Clause 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")), the Audit Committee concluded that as on March 31, 2021, the internal financial controls were adequate and operating effectively.

CAUTIONARY STATEMENT

Statements in this Annual Report, particularly those that relate to the Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

BOARD MEETINGS

During the Financial Year 2020-21, 5 (five) Board meetings were held. Details of the same are available in the section ''Meetings of the Board of Directors'', in the Corporate Governance Report.

Board of Directors and Key Managerial Personnel

During the year under review, Mr. Sunil D'' Souza, Managing Director of the Company tendered his resignation from the services of the Company effective April 03, 2020. The Board places on record its appreciation for his invaluable contribution and guidance during his tenure with the Company. Mr. Vishal Bhola was appointed as Managing Director of the Company for a term of 5 years with effect from April 4, 2020.

Mr. Yatin Malhotra resigned from the position of the Chief Financial Officer of the Company with effect from August 31, 2020. The Board placed on record their appreciation for the services rendered by Mr. Malhotra during his tenure. Consequently, Mr. Aditya Jain was appointed as Chief Financial Officer of the Company to take over from Mr. Malhotra, with effect from September 01,2020. Mr. Aditya Jain has been with the Company since 2011 and has held various positions in commercial and financial planning. He is a commerce graduate from Shri Ram College of Commerce, New Delhi and a member of the Institute of Chartered Accountants of India.

On the recommendation of Nomination & Remuneration Committee and subject to approval of shareholders at the ensuing Annual General Meeting, the Board approved the proposal for appointment of Mr. Arvind Uppal as Independent Director for a period of 5 consecutive years in its meeting held on June 03, 2021.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. Further the Independent Directors of the Company have confirmed compliance of relevant provisions of 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. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity. The details of the familiarisation programmes for the Independent Directors are available on the website of the Company at www.whirlpoolindia.com/familiarisation program.

In accordance with the provisions of the Act and the Article 115 of Article of Association of the Company Mr. AHBN Reddy, retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice.

Pursuant to the provisions of Section 203 of the Act, Mr. Vishal Bhola, Managing Director, Mr. AHBN Reddy, Executive Director, Mr. Aditya Jain, Chief Financial Officer and Ms. Roopali Singh, Company Secretary are the Key Managerial Personnel (KMPs) of the Company as on March 31, 2021.

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

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted the remuneration policy for Directors, Key Managerial Personnels and other Senior Management employees. The core fundamental object of the criterias is to not only attract, retain, motivate talent but also create a high performance culture which supports building of a future talent pipeline & support business in adding key capacities for future growth. The criterias selected also aim to provide a market competitive total reward opportunity that has a strong linkage to and reinforces the performance culture of the Company. The details can be accessed on the Company''s website at www.whirlpoolindia.com/NRC charter

The appointment of Executive Directors, Key Managerial Personnel and Senior Management are as per the terms of their employment/contract of service and thus their terms of employment vis-a-vis salary, variable pay, notice period and severance fee, if any, are governed by the applicable policies at the relevant point in time. The total reward for Executive Directors, Key Managerial Personnel and Senior Management are reviewed and approved by the Nomination and Remuneration Committee annually. The Committee considers external benchmarks within the context of group and individual performance. A fair portion of Executive Directors total reward is linked to Company''s performance. This creates alignment with the strategy and business priorities to enhance shareholder value. The Nomination and Remuneration Committee considers the feedback of annual evaluation while making recommendations regarding changes in the remuneration of the Executive Directors. The Company pays sitting fees to its Non-Executive Directors for attending meetings of the Board and meetings of committees of the Board not exceeding the limits prescribed under the Act.

The Board of Directors have also identified the core skills/expertise/competencies in the context of the Company''s business required by a Director for effective functioning of the Company. The adopted skills/expertise/ competencies act as guidance for the Nomination and Remuneration Committee while considering candidature for the post of Director of the Company.

PERFORMANCE EVALUATION OF DIRECTORS

In terms of the requirements of the Act and the SEBI Listing Regulations, an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors.

The criteria for performance evaluation of Directors covered the areas relevant to their functioning as members of Board or its Committees thereof. The manner in which the performance evaluation of the Board, its Committees, the Chairman and the Directors individually has been carried out have been explained in the ''Corporate Governance Report'' which forms an annexure to this Report.

RELATED PARTY DISCLOSURES

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions, which is also available on the Company''s website at www.whirlpoolindia.com/ relatedpartypolicy.

This policy deals with the review and approval of related party transactions. The Board of Directors of the Company have approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm''s length.

The Related Party Transactions during the financial year ended 31^st March, 2021 were reviewed and approved by the Audit Committee and were also placed before the Board. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) is attached as Annexure - C.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2021, the Audit Committee comprises 4 (Four) Non-Executive Directors, namely, Mr. Rahul Bhatnagar, Mr. Arvind Uppal, Mrs. Sonu Bhasin and Mr. Pradeep Banerjee. 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.

Mr. Rahul Bhatnagar, Chairman of the Committee has adequate financial and accounting knowledge. The Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. 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)

In terms of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2020-21, your Company has spent two percent of the average net profits of your Company during the three immediately preceding financial years.

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 forming part of this Report.

RISK MANAGEMENT

The Board of Directors have constituted a Risk Management Committee (RMC) to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The RMC on a timely basis informed members of the board of directors about risk assessment and minimization procedures. 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 has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s Code of Conduct/ Integrity Manual etc without fear of reprisal.

The Company complaints, if any, made are reported to the Audit Committee and no personnel has been denied access to the Audit Committee. The Company has scheduled various training sessions for its employees from time to time to sensitise 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 on Company''s website: www.whirlpoolindia.com

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

Shareholders of the Company at its 56^th Annual General Meeting approved appointment of M/s MSKA & Associates (ICAI Firm Registration No.: 105047W), Chartered Accountants, as Statutory Auditors of the Company, for a term of 5 years from the conclusion of the 56^th Annual General Meeting (AGM) until the conclusion of the 61^st AGM, subject to ratification by members every year. The requirement of ratification of appointment of Statutory Auditors have been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

The Report given by M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No.: 105047W), Statutory Auditors on the financial statement of the Company for the financial year 2020-21 is part of the Annual Report. The Notes on financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Secretarial Auditors

Pursuant to Section 204 of the Act, Mr. N. C. Khanna (ICSI Membership No.: 4268 & Certificate of Practice No.: 5143) a Practicing Company Secretary was reappointed as Secretarial Auditor of the Company for the financial year ending 31^st March, 2021.

In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed Mr. N. C. Khanna (ICSI Membership No.: 4268 & Certificate of Practice No.: 5143) a Practicing Company Secretary as the Secretarial Auditor of the Company in relation to the financial year ending 31^st March, 2022.

The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditor have confirmed that they are not disqualified to be appointed as the Secretarial Auditor of the Company for the year ending 31^st March, 2022.

The Secretarial Audit Report submitted by them in the prescribed form MR-3 is attached as Annexure - E and forms part of this report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in its Report.

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.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Act and Rules made thereunder M/s R. J. Goel & Co., Cost Accountants (Firm Registration No.: 00026) were reappointed as the Cost Auditors of the Company for the financial year ending 31^st March, 2021 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. The requisite resolution for approval of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the ensuing Annual General Meeting. Further, on the recommendation of the Audit Committee, the Board of Directors have also reappointed them as Cost Auditors for financial year

2021 -22, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2019-20, 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 year.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of 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, during the financial year there was no unclaimed amount or shares that were required to be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government.

The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company at www.whirlpoolindia.com under Investor''s section.

LISTING OF SHARES

The shares of the Company 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

In accordance with the requirements of Section 134(3)(m) of the Act read with Rule 8(3) of The Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure - F and form part of this 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.

PUBLIC DEPOSITS

During the Financial Year 2020-21 your Company has not accepted any public deposits in terms of Chapter V of the Act.

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 REPORT

In terms of the requirements of Regulation 34(2)(f) of the SEBI Listing Regulations a report on Business Responsibility forms part of this Annual Report in the format prescribed by SEBI and is annexed herewith as Annexure- H.

ACKNOWLEDGMENT AND APPRECIATION

This year was like none before. During the entire year the pandemic has kept a firm grip on the world and our Company. Despite the challenges all our employees, especially the front line employees working in our factories, sales and service, demonstrated unwavering commitment which helped us deliver our commitment to serve our consumers at all times. The Directors place on record their deep gratitude for the fervor and diligent efforts of all the employees. The Board also places on record its appreciation for the support and cooperation your Company has been receiving from trade partners, shareholders, suppliers, Banks, Stock Exchanges, Government & Regulatory Authorities.

For and on behalf of the Board of DirectorsPlace of signature : Gurugram, Haryana Arvind Uppal Vishal Bhola

Date : June 15, 2021 Chairman Managing Director

DIN: 00104992 DIN: 08668079

1

The values differ from previous year due to reclassification items in financials

There are significant changes in Operating Profit margin, Net Profit margin and Return on Net Worth due to impact of COVID-19 disruptions. There are no significant change (i.e. change of 25% or more as compared to the financial year 2019-20) in the Key Financial Ratios except the ones mentioned above.

There have been no material changes and commitments that affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate, and the date of this Report.

Dividend

The Board of Directors have recommended a final dividend of INR 5.00 per equity share amounting to INR 634 Million for the year 2020-21. 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 www.whirlpoolindia.com/dividend policy.

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Mar 31, 2019

The Directors have pleasure in presenting the 58^th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended 31^st March, 2019.

Financial Results

(INR in lacs)

Particulars	Standalone For the year ended		Consolidated For the year ended
	31 March 2019	31 March 2018	31 March 2019
Revenue from Operations	539,765	498,583	539,765
Other Income	10,470	8,672	10,470
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	74,687	64,672	74,687
Less: Depreciation/ Amortization/ Impairment	11,131	10,151	11,131
Profit /loss before Finance Costs, Exceptional items and Tax Expense	63,556	54,521	63,556
Less: Finance Costs	909	439	909
Profit /loss before Exceptional items and Tax Expense	62,647	54,082	62,647
Add/(less): Exceptional items	0	0	0
Profit before share of profit of Joint Venture and tax	62,647	54,082	62,647
Share of profit/(loss) of a Joint Venture	-	-	269
Profit before tax	62,647	54,082	62,916
Less: Tax Expense (Current & Deferred)	21,942	19,015	21,942
Profit /loss for the year (1)	40,705	35,067	40,974
Total Comprehensive Income/loss (2)	(518)	(279)	(516)
Total (1 2)	40,187	34,788	40,458
Balance of profit /loss for earlier years	146,174	115,968	146,174
Less: Transfer to Debenture Redemption Reserve
Less: Transfer to Reserves
Less: Dividend paid on Equity Shares	5,076	3,807	5,076
Less: Dividend paid on Preference Shares
Less: Dividend Distribution Tax	1,043	775	1,043
Balance carried forward	180,242	146,174	180,513

Performance of the Company

The Company had a strong revenue growth driven by both internal and external factors. Strong macroeconomic indicators drove the overall durable industry growth. In addition, our continuous focus on product leadership, channel expansion and sales execution helped us grow ahead of industry. The Company’s performance has been very encouraging with 11.7% increase in Revenue from operations (net of excise duty) and 15.8% increase in profit before tax vs previous year.

The Company successfully and smoothly migrated to the new GST taxation regime by upgrading the systems and processes.

Key Financial Ratios

Particular	31 March 2019	31 March 2018
Debtor Turnover ratio	21.8	21.7
Inventory Turnover ratio	4.0	3.7
Interest coverage ratio	-	-
Current Ratio	1.80	1.70

Particular	31 March 2019	31 March 2018
Debt Equity Ratio	-	-
Operating Profit Margin	9.84	9.49
Net Profit Margin	7.54	7.26
Return on Net Worth	19.00	19.52

No significant changes were reported in the above key financial ratios from previous year.

Your Directors believe that the structural drivers of long-term growth such as rising disposable incomes & consumer awareness, low levels of penetration of consumer goods, favourable demographics and increasing urbanisation amongst others, remain firmly in place which augurs well for our Industry.

Dividend & Transfer to Reserves

Your Directors at its meeting held on 24^th May, 2019 as per the Dividend Distribution Policy of the Company recommend the payment of a final dividend at the rate of INR 5/- per share for the year ended 31^st March, 2019 on 126,871,830 equity shares of INR 10/- each. The Board of Directors has decided to retain the entire amount of profits for FY 2018-19 in the retained earnings.

Upon approval of the above dividend by members at the ensuing Annual General Meeting, an amount of INR 1303.94 Lacs would be paid as dividend distribution tax on the dividend.

Share Capital

The paid up capital of the Company as on 31^st March, 2019 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 previous year.

Subsidiaries, Joint Ventures or Associate Companies

The Company does not have any subsidiary during the period of reporting.

Joint Venture

During the year the Company acquired a 49% shareholding of Elica PB India Private Limited consisting of 2,368,997 equity shares of INR 10 each. Elica PB India is in the business of manufacturing and selling kitchen equipment such as kitchen hoods, hobs, built in ovens, refrigerators, built in microwave ovens, dishwashers etc.

The acquisition is aligned with the Company’s strategy of expanding cooking and built-in business.

Business Performance of Joint Venture - Elica PB India Private Limited

The year 2018-19 was another year of improved operating performance & financial growth. The revenue from operations during the financial year 2018-19 increased by 26.2% over previous year. Profit before tax improved by 8.1% over previous year.

Capacity Enhancement

During the year under review, the Board considered certain investment proposals spread over the next 5 years for investing INR 590 crores in capex projects like enhancing capacity at Faridabad & Puducherry factory and modernization of Double Door Frost Free line at Pune factory. The above expansions will help the Company to grow and strengthen its product portfolio.

MANAGEMENT DISCUSSION AND ANALYSIS

Per capita GDP of India is expected to reach US$ 3,273.85 in 2023 from US$ 1,983 in 2012. Maximum consumer spending is likely to occur in sectors like food, housing, consumer durables, and transport and communications. This increasing purchasing power coupled with higher penetration that is also being fuelled by eCommerce continues to drive growth.

The outcomes of the recently concluded General Elections should continue to see infrastructure spends and step up in consumption driving initiatives. In the last few months, there has been an increase in customs duties for imports of consumer durables and few components. The Government is expected to step up impetus for scaling up local manufacturing and the industry is expecting to see many more global players to set up a local footprint for both products as well as components in the coming months.

The regulatory environment continues to get more stringent with a 20% increase in Energy Regulations in Refrigerators from January 2020, introduction of regulations in Washing Machines and Microwaves along with increased focus on component level regulations for Air Conditioner manufacturers. While the Industry is expected to drive high resource efficiency, current standards are seen to be in sync with developed markets and high cost structures is prohibiting adoption of the same.

Some other trends that would have an impact on the industry are:

- A growing economy along with increasing social media influence is creating higher aspiration levels for the fast evolving Indian consumer. This is fuelling the desire to live life to the fullest when it comes to lifestyle choices and thus a higher demand for durables for convenience.

- Increasing exposure to global trends and lifestyle cues and a rise in working age population is creating a larger base of consumers with increasing discretionary income. Easy financing schemes are fuelling shortened product replacement cycles with the will to trade-up for the right experience changing the perception of durables as utility items rather than luxury possessions.

- E-commerce platforms continue to grow at a fast pace. They are fast becoming a discovery platform for products for consumers and one of the key influencers in the consumer decision journey. A lot of emphasis is being laid in ensuring positive user reviews and post purchase service experience.

- The Retail landscape continues to consolidate with partnerships between large offline and online players.

- Government initiatives behind affordable housing, national electrification, financial inclusion along with indirect benefits to bolster infrastructure are expected to continue.

- Companies are also focusing on increasing the use of environment-friendly components and reduce e-waste by promoting product recycling. Energy consumption is a huge focus area for the government and will continue to be regulated by Government bodies. Energy consumption continues to get more expansive and stringent.

- Ease of access and affordable broadband spectrum is going to create a huge fillip in data enabled experiences and personalization. Along with this, IoT enabled appliances continues to be a focus area for all brands.

Consumer Trends, Developing Markets / Segments

Over the next decade India will move from being an economy led by the bottom of the pyramid, to one led by the middle class. Up from about 50% of the households today, the middle income group will become nearly 80% of the households and will drive about 75% of consumer spending. Higher income and a growing consumption culture will fuel the high-income bracket to spend more on essential categories like food, beverages, apparel, personal care, gadgets, transport and housing. This growth will also be observed in an accelerated rate in semi urban and rural markets.

A high growth rate of internet penetration aided by smartphones and low cost data access in India is influencing consumer behavior in terms of media consumption, shopping habits and use of appliances. And Young India is leading this changing consumption wave with their exhibition of willingness to spend and be highly discerning about what they perceive as “best in class” offerings in every consumption category.

Innovation and focus on continuously launching new offerings to drive differentiation and creating value has become a norm for the industry. Thus a robust innovation pipeline with a continued focus on developing new features and technology solutions to capture the consumer’s imagination and fuel the desire for enhanced experiences continues to be critical for organizations.

The long term growth opportunity in the Indian market continues to attract new players to the durables industry.

The Company operates only in one segment of White Goods. Refrigerator (Direct Cool/Frost free), Washer and Air conditioner constitute 60%, 22% and 6% respectively of the revenue from operations.

Sales & Marketing

Demand for consumer durables in India has been growing steadily - driven majorly by rising incomes, increasing urbanisation, a growing middle class, changing lifestyles and easy financing schemes. The year has also been witnessing growth in eCommerce as a key channel for buyers. The Company has been focussed on ensuring that investments are being made strategically to secure its position as one of the strong players on this new channel. In order to meet future demand in the white goods category companies have also been focussing on expanding production and distribution facilities in India.

During the year, along with focusing on strengthening the Company’s foothold in the mass and mass premium segments, Whirlpool ensured a notable presence in the premium segments with the launch of advanced global products that are a perfect blend of design, technology and innovation. Products that not just delight with their performance, but are also reflective of the contemporary lifestyle.

- In order to expand the portfolio in the premium refrigerators segment, the W-Series Global Range was launched in India. The W-Series series Refrigerators come in 2 formats - Side By Side and 4 Doors. The range is uniquely designed with a compact fit in order to integrate better into a modern kitchen space. Powered by Adaptive Intelligence Technology with advanced AI Microprocessor and Multi-Sensors, CloudFresh Technology, FreshLock Technology and Freezelock Technology these refrigerators are designed to deliver an optimal environment to preserve the freshness of the food for longer.

- Direct Cool Refrigerator segment witnessed the launch of the all-new IceMagic PRO Series wherein the unique 6th Sense Intellifrost Technology was extended beyond the Vitamagic range to the Icemagic range. The technology powered by Intellisensor and an Advanced Microprocessor defrosts automatically based on the inputs from the temperature sensor to give 4X* Precise Cooling. Another key highlight was the introduction of the Plasma Inverter Technology with a class leading assurance of 25 years of compressor reliability.

- During the year the Company also focussed on strengthening the foothold in the Front Load Washing Machine category by increasing the brand footprint with the successful Made in Europe range of SupremeCare and FreshCare washing machines.

- The all-new range of Bloomwash Pro Series ushered in the premium range in the Top Load Washing Machine category with its perfect blend of form and function. With the title of No.1 in Cleaning Performance in its category not only does it deliver superior performance, its exceptional 2019 iFDesign Award winning design can be experienced in every detail -from its elegant Edge to Edge Black Glass Top that gives an Infinity View without any breaks to the high quality Chrome Bar that evokes a sense of exclusivity.

- The Semi Automatic Washing Machine continued to show strong gains with distribution expansion and driving large capacities with the 2019 iFDesign Award winning AceXL range.

- The Company launched its first-ever Smart Air Conditioner in India that enables users to control the appliance remotely by giving voice commands through Google Home. With the introduction of the new 3D Cool Range with Voice and Wi-Fi, consumers are now closer to a smarter way of life and can enjoy the convenience of a connected home.

- 2018 marked the launch of the all-new range of Purasense RO water purifiers in India. It brings to Indian households lifelong guarantee of purity with an exceptional combination of advanced technology and premium design. With a 9-Stage Purification process, it’s unique Intellisense RO filter technology powered by Adaptive Intelligence (AI) and advanced technologies like India’s First Do-It-Yourself (DIY) Filter Replacement.

- Jet C Range of Convection Microwave ovens focused on addressing the need for healthy cooking options by introducing to cook fried food in ‘Zero Oil’ with crisping in just 2 minutes. This innovative range of microwaves is a modern blend of European design and intuitive 6th Sense Technology making them Smarter than Air Fryers.

- With the focus on making a strong presence in the Built-In category the Company introduced a new range of intelligent Hoods with silent operation. Powered with Intellisensor it offers intuitive technology that actively senses smoke, heat and odour present in the air and automatically adjusts and controls its speed level. The range consists of 43 models across 3 Ranges categories - Senso Fresh, Pro Fresh and Acti Fresh - giving the consumer a wide range of choice.

- The Company also introduced an all-new range of Intellicook Brass Burner Hobs powered by 6th Sense Technology that ensures extreme safety by cutting off the gas supply in case the flame goes off. The heavy duty Brass Burner Hobs also offer high-efficiency flame levels best suited for Indian cooking needs.

- In 2018 the Company continued to expand its presence in new adjacent product categories by launching products that are specially crafted to deliver immaculate results for demanding professionals from its European portfolio including dishwasher, oven and ice maker in the commercial appliance segment. These appliances offer innovative technologies to fit in more performance, power and superiority along with superior craftsmanship.

International Business

Overall the Company’s export business was under pressure. The Company continues to focus on the SAARC markets and is confident that with the implementation of its initiatives and structural changes in the coming year the export business will be on a growth trajectory. Company has already started seeing impressive results, in Nepal, where last year the business grew by 40%.

Consumer Services

In the year under review we continue to make significant progress on executing our well laid down Service Strategy. We continue to focus on the following key Deliverables

- Position Service as a competitive advantage by introducing our “Consumer Service Promise”

- Strengthen systems & processes, field service network to deliver this service promise

- Continue to grow accessibility & visibility of Whirlpool genuine spare parts in the after sales market.

Building on our continued work over the last 3 years to deliver great service experience, Whirlpool took a bold step to launch our “ Consumer Service Promise” to establish Consumer Service as a differentiator. The “Consumer Service Promise” means “calling back the consumer within 2 hrs of call registration”, and “visiting consumer within 24hrs / 48 hrs of call registration” (based on consumer geographical location) in “3500 plus cities”.

Execution of Consumer Service Promise has significantly improved our ability to resolve consumer concerns with speed & quality, which reinforces consumer confidence in Whirlpool Brand. We continue our focus on training & development and engagement of Service Partners & Service Technicians which are core to our operating philosophy. We strongly believe that a highly trained & motivated Service Technician is a key to deliver great consumer experience.

Our Service Business continues to grow through both our Service Partner Network & Spares Parts Distribution channel.

People Excellence - Our Competitive Advantage

2018 witnessed continued growth in business performance which is indicated by our improved performance across all key metrics - volume, revenue and EBIT. This was achieved through excellence in execution at all levels and the entire organization coming together as ‘One Whirlpool’.

The HR Team has been a key strategic business partner in this journey. Our People Excellence model which forms a critical part of Whirlpool’s Strategic Architecture defines key imperatives for HR. In this endeavor, various people initiatives were designed and deployed to create “fit for purpose” organization, creating a high performance culture, building a future talent pipeline and deploying not only global people systems but also revamping our key people processes to give consistent experience to employees.

Strengthening the Backend Organization

With ambitious growth plans and a continuous endeavor to sustain our double digit growth, building an organization that is ‘Fit for Purpose’ is extremely critical. This has been a priority for us over the last few years. While 2017 was the year of focus on building a more agile, lean and effective frontline organization, In 2018 we shifted our focus to the Manufacturing and Supply Chain organization so as to build more efficiencies in line with our growth aspirations.

As a first step, in order to keep pace with the increasing demand there has been a strong need for capacity expansion at our manufacturing units. We partnered closely with the manufacturing leadership team and put in exceptional effort to ensure a quick turn around time of hiring the right talent to support additional shifts that were introduced in all the 3 plants. This was coupled with the introduction of new roles in the areas of manufacturing engineering, production & maintenance in order to fuel the additional plant capacity.

One of the core objectives of World Class Manufacturing (WCM) initiative in manufacturing is to be best in class in cost, delivery, safety and quality. HR partnered with manufacturing organization in driving this initiative through people development pillar by creating quality mindset, skilling and reskilling employees and on-boarding talent with right WCM skill sets.

Apart from the manufacturing organization, we also strengthened the supply chain function. To manage increasing complexities in a marketplace, emerging need to improve process efficiencies and leveraging cost optimization opportunities, the entire supply chain organization was re-structured. This involved creating an integrated supply chain planning function which to drive greater synergies.

Creating High Performance Organization Culture

For a growing organization like Whirlpool it is very important that we have a thriving high performance culture. In this endeavor we launched a new performance management system “Everyday Performance Excellence”. This involved putting in place a global and consistent way of defining and measuring performance (Goal Setting), focus on “how” part of performance and leadership behaviors in achieving goals and from an employee perspective getting regular and comprehensive performance feedback. Focussing on the above critical elements is fundamental in not only creating a high performance culture but also its sustained embedment.

In this culture change journey, it was important that the new performance management system was communicated to all the employees effectively and they understood the new process clearly. To achieve this objective, organization-wide initiatives were launched like employee change champion groups across locations and global check in sessions for employees, to reinforce the understanding of new performance management process thereby equipping people leaders to handle the performance management process with teams and create success stories. We are excited to be on this journey of enabling every employee in Whirlpool to bring out the best.

Aarohan - Ascend to Excellence’ - Future Leadership Development Program

To fuel and sustain our business growth we are focussed on creating leadership pipeline at all levels of the organization. This required us to identify high potential talent and put in place a holistic developmental plan which covers various aspects of creating ‘leaders of tomorrow’.

‘Aarohan - Ascend to Excellence’ is a structured 1.5 year long custom designed learning journey targeted at our high potential employees from the middle management cadre. We identify high potential talent across the functions and are focussed on building various leadership aspects of leading self, leading others and leading an enterprise. This programme focuses on 6 leadership competencies leveraging blended learning approach including classroom learning modules, online learning courses, leadership talks, action learning projects and peer to peer cohorts. The entire learning journey has been conceptualized and designed internally with executive sponsorship from the India Leadership team. One of the unique differentiators of this programme is that all the participants work on high organization impact cross functional projects which directly contributes to the organization growth thus enabling the leadership development faster as per Whirlpool Leadership Model.

Whirlpool takes pride in investing in the development of its employees with such interventions and living its talent philosophy of creating a rich pipeline of leadership talent from within.

Building a future pipeline

Continuing with our focus on creating leadership pipeline at all levels, we leverage university hiring. The ‘Young Leaders Program’ is our flagship University Hiring Program under which we hire Management & Engineering Graduates from top tier campuses to create a future talent pipeline at entry level of the organization. This channel of hiring serves as an important ground to acquire & groom talent for building a robust leadership pipeline for the future. In 2018, we made significant progress in key metrics, e.g. increase in number of applications from campuses, increased awareness of Whirlpool as an employer on campuses, a more positive feedback from students hired from campuses about their experience. All of these were achieved through new initiatives (such as alumni interactions, About Whirlpool sessions conducted on various campuses), key shifts in processes around our campus hiring strategy (such as a revamped and more robust On-boarding Program) and increased visibility of the summer interns & engineering/management trainees to our Leadership Team. We continue to build a robust pipeline of future leaders through this programme across the functions.

HR Excellence

In a growing organization like Whirlpool it is important that there are common people processes across geographies and employees have consistent experiences of processes. This supports not only sustainable organization growth but also enhances robustness of processes like talent and performance management.

To achieve this objective, HR Excellence (HRx) was launched across Whirlpool. This was a holistic exercise which not only involved re engineering of people processes but also upgrading the system architecture from IT perspective. Key features of this HRx launch were giving consistent global experience of all the people processes to employees, empowering people managers with team data, people analytics, enhancing communication across the organization and ensuring robust people processes.

With a very comprehensive approach, the organization moved on a journey of inclusive growth where people agenda and business agenda worked in tandem. This also got reinforced with Whirlpool being adjudged as India’s 25 Best Workplaces in Manufacturing by Great Place to Work.

Please refer Annexure E for other details.

Internal Control Systems and Adequacy

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has in place adequate internal control systems and procedures to commensurate with the size and nature of business. These procedures are designed to ensure that:

- all assets and resources are acquired economically, used efficiently and are adequately protected;

- significant financial, managerial and operating information is accurate, reliable and is provided timely;

- all internal policies and statutory guidelines are complied with.

The composition and competencies of the audit team and effectiveness of internal controls is continuously reviewed by the Audit Committee. The scope of internal audit extends to all functions and locations of the Company.

BOARD MEETINGS

During the Financial Year 2018-19, 5 (five) Board Meetings were held. Details of the same are available in the section Meetings of the Board of Directors’, in the Corporate Governance Report. The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board. Your directors, key managerial personnel and senior management have confirmed compliance with the Company’s Code of Conduct.

During the year under review and till the date of signing of the Director’s Report following changes took place in the Board of Directors & Key Managerial Personal.

i. Board of Directors at its meeting held on 8^th May, 2018 appointed Mr. Yatin Malhotra as Chief Financial Officer of the Company post Mr. Anil Berera stepped down as Chief Financial Officer of the Company with effect from 11^th May, 2018.

ii. Mr. Arumalla Hari Bhavanarayana Reddy (Mr. AHBN Reddy) was appointed as an Executive Director at the 57^th Annual General Meeting of the Company held on 17^th September, 2018 for a period of 5 years w.e.f 02^nd February, 2018.

iii. Board of Directors of the Company at its meeting held on 2^nd November, 2018 confirmed continuation of Mr. Arvind Uppal as Chairman & Non-Executive Director of the Company w.e.f 01^st January 2019.

iv. Pursuant to the provisions of the Act (“Act”), Ms. Sonu Halan Bhasin was appointed as an Independent Director of the Company for the first term of 5 years from 01^st April, 2014 till 31^st March, 2019 at the 53^rd Annual General Meeting of the Company held on 14^th August, 2014. Board of Directors of the Company at its meeting held on 04^th February, 2019, pursuant to the provisions of the Act and subject to approval of the shareholders by way of Special Resolution, after considering the performance evaluation and the recommendation of the Nomination and Remuneration Committee, approved her reappointment as Independent Director for a second term of five consecutive years from 01^st April, 2019 upto 31^st March, 2024.

v. Post 31^st March, 2019, the company adopted a retirement policy for the Directors. The retirement age for the Managing Director and Executive Directors is 60 years, while the age limit for an Independent or Non-Executive Director is 70 years.

vi. Pursuant to above and due to personal reasons, Mr. Anand Narain Bhatia and Mr. Sanjiv Verma, tendered their resignation as Independent Director of the Company effective from 19^th June, 2019 and confirmed that there were no other material reason for their resignation. The Board expresses its sincere gratitude and appreciation for Mr. Bhatia’s and Mr. Verma’s immense contribution & strategic guidance provided during their tenure as Independent Director.

vii. On the recommendation of the Nomination and Remuneration Committee and subject to approval of the shareholders, the Board of Directors at its meeting held on 19^th June, 2019, appointed Mr. Rahul Bhatnagar (DIN: 07268064) and Mr. Pradeep Jyoti Banerjee (DIN: 02985965) as Additional Directors and Independent Non-Executive Directors of the Company with effect from 19^th June, 2019 pursuant to Section 161(1) and Section 149 of the Act for a term of five consecutive years to hold office from 19^th June, 2019 till 18^th June, 2024. Mr. Bhatnagar and Mr. Banerjee to hold office upto date of the ensuing Annual General Meeting and being eligible have offered themselves to be appointed as the Independent Directors of your Company.

The relevant resolutions, disclosures and explanatory statement are provided in the notice of 58^th Annual General Meeting.

The Independent Directors of the Company have furnished certificates of Independence stating that they fulfil the criteria of independence as per the provisions of Section 149 (6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

As on 31^st March, 2019, Company had following Key Managerial Personnel in compliance with the provisions of Section 203 of the Companies Act, 2013.

1. Mr. Sunil D’Souza - Managing Director

2. Mr. Anil Berera -Executive Director

3. Mr. AHBN Reddy - Executive Director

4. Mr. Yatin Malhotra - Chief Financial Officer

5. Ms. Roopali Singh - Company Secretary

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors to the best of their knowledge hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments 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 of the Company for that period.

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

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Article 115 of the Articles of Association of the Company Mr. Arvind Uppal retires by rotation and being eligible offers himself for re-appointment.

Proposal for his appointment is set out in the explanatory statement annexed to the notice of the 58^th Annual General Meeting. The Board recommends his re-appointment.

POLICY ON DIRECTOR’S APPOINTMENT & REMUNERATION

The Board has framed a policy for nomination of any Board & Committee member and compensation of the Company’s Executive Directors, Senior Management (all members of management one level below the chief executive officer/managing director/whole time director/manager including chief executive officer/manager, in case they are not part of the board and shall specifically include Company Secretary and Chief Financial Officer), Non-Executive Directors and Independent Directors.

The Board of Directors further considered and approved the list of core skills/expertise/competencies in the context of the Company’s business required by a Director for effective functioning of the Company. The adopted skills/expertise/competencies shall act as guiding factor to the Nomination and Remuneration Committee while considering candidature for the post of Director of the Company.

Remuneration Policy of the Company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The detailed terms of reference of the Nomination and Remuneration Committee is available on the website of the Company at https://www.whirlpoolindia.com/discover-whirlpool-investors-lp

PERFORMANCE EVALUATION OF DIRECTORS

The criteria for performance evaluation of directors cover the areas relevant to their functioning as members of the Board or its Committees thereof. The manner in which the performance evaluation of the Board, its Committees, the Chairman and the Directors individually has been carried out have been explained in the Corporate Governance Report.

RELATED PARTY DISCLOSURES

Related party transactions are reviewed and approved by the Audit Committee and are also placed before the Board for necessary approval. The Company has developed a related party transactions manual, standard operating procedures for the purpose of identification and monitoring of such transactions.

The Board has approved policy for related party transactions which is available on the Company’s website at the following link: https://www.whirlpoolindia.com/dam/images/discover-whirlpool/investors/common-updates/related-party-transaction-policy-pdf/related-party-transaction-policy.pdf

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interests of the Company at large.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) is attached as Annexure - A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2019, the Audit Committee comprises of 4 (Four) Non-Executive Directors, namely, Mr. Anand Bhatia, Mr. Sanjiv Verma, Mrs. Sonu Bhasin and Mr. Arvind Uppal. 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.

Mr. Anand Bhatia, Chairman of the Committee during the financial year, has adequate financial and accounting knowledge.

On 19^th June 2019, Mr. Anand Bhatia and Mr. Sanjiv Verma ceased to be members of the Audit Committee and Mr. Rahul Bhatnagar and Mr. Pradeep Jyoti Banerjee were appointed as the member of the Audit Committee. Mr. Rahul Bhatnagar, who has financial and accounting knowledge was appointed as the Chairman of the Committee.

The Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. It is a practice of the Committee to extend an invitation to Managing Director and Cost Auditor to attend the meeting as and when required.

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

CORPORATE SOCIAL RESPONSIBILITY

We understand the value of community & it’s contribution in building a successful organization & nation, and hence helping the community has always been an integral part of Whirlpool’s value system. In India as well, we have crafted our CSR policy keeping in view long term impact on beneficiaries.

The main initiative undertaken by us under our CSR Policy are

1. Promoting employment and enhancing vocational skills for employability of youth.

2. Cultivating community development plans in the vicinity of our factories based on needs and priorities of the host communities.

3. Any other project or aid which the committee considers suitable for the welfare of society or humanity at large, within the purview of Schedule VII (Section 135) or as authorized by Government.

Another year of successful social journey, touching the lives of those who needed a helping hand. We kept the narrative unchanged building on from our journey of last year.

Skill Development Program:

Over the years we have worked closely with our training partners to understand the needs and revamped the course contents to have a blend of both classroom as well as on the job training. With the revamped course content we have seen a credible improvement in the pass percentage. We have received positive feedback from the students, emphasizing that on the job training provides them the opportunity to test their knowledge and hone their skills. With more than 3000 students trained in vocational courses of “Retail Service Executives” and “Field Service Engineer” in more than 30 cities this year, we are tirelessly working towards changing the workforce environment. Passing percentage of around 80% and placement percentage of more than 50%, keeps this program our flagship social intervention project. Under this program, our focus remains on quality of training provided and we along with our training partners keep on improving upon the content and method of training.

With this purpose in view, we will continue this project in the coming year as well.

Community Development Program:

Community development programs are being implemented in villages adjoining our manufacturing facilities at Pune, Faridabad and Puducherry. The programs are designed to address the most common issues of the community which can be handled by way of behavioral changes and on the basis of minimal outside support by social organization involved.

14 Schools and almost 1500 students are direct beneficiary of our health and educational intervention in Ranjangaon and adjoining villages in Pune.In rural areas often neglected subject of health, hygiene & nutrition is the focus of this project. The effects and awareness is spread to school going children (Age 5 to 16 years) which cascades to their family and entire community.

We were able to set benchmarks in social welfare programs in Puducherry area this year. Our school infrastructure development pilot project was completed and it was well received & appreciated by the people of the community and government authorities alike. Most satisfying was the joy of the students attending this school!

Another project which could be a good example of collaborative development was Sellangal Canal desilting project, where in almost 12 kilometers length of canal was cleaned & cleared for maintaining the flow of water, benefitting 6 villages, almost 900 hectares of farm land, 15000 people and 6 water bodies. We see such activities as a holistic approach to the development of community, and will continue to do so in the future.

Faridabad area as a dense urban setting with low income group communities abound, presents many challenges in availability of quality primary education to children of daily wages workers or people with little means available to spend on education. Education doesn’t gets counted as essential need. Whirlpool’s intervention with partner NGO Pratham Education Foundation has been trying to address this concern for five years now through 12 learning centres in 5 localities of Faridabad. A balanced mix of fun & learning helps students, both in school & out of school, understand the basic concepts of maths, science & language. In this year we reached to almost 2000 such students to help through their learning process, hence reducing chances of drop outs. Endline evaluation after the learning camps shows marked improvement, almost 80% improvement over baseline survey of the same set of students. To keep with time & changing environment, digital education through tablets is part of learning curriculum, it helps attract & retain students for learning.

As per the provisions ofthe Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read withvarious clarifications issued by the Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy (available on Company’s website https://www.whirlpoolindia.com/csr-policy and further details of the CSR activities are contained in Annexure - B forming part of this Report.

RISK MANAGEMENT POLICY

The Board of Directors at the meeting held on 04^th February, 2019 constituted the Risk Management Committee comprising of three Directors and the Chief Financial Officer of the Company. The Committee has been formed with the objective to assist the Board of Directors in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, compliance, financial risks etc.

Company’s Risk Management policy, broadly categorized Risks into Strategic, Operational, Compliance and Financial & Reporting Risks. The policy outlines the parameters for identification, assessment, monitoring and mitigation of risks.

The scope of the Risk management committee broadly covers:

- Reviewing the Risk Management Framework of the Company, risk management processes and practices followed and to ensure that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

- Evaluate significant risk exposures and assess management’s actions to mitigate the exposures .

- Report & recommend to Board annually on the effectiveness of the Risk Management system and the mitigation plans.

The Committee is chaired by Mr. Sunil D’Souza- Managing Director. Mr. Anil Berera, Executive Director, Mr. AHBN Reddy, Executive Director and Mr. Yatin Malhotra, Chief Financial Officer are the other members of the Committee. Ms. Roopali Singh, Company Secretary is the Secretary to the Risk Management Committee.

VIGIL MECHANISM

The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct etc without fear of reprisal.

Further information on the subject can be found in the section Disclosures’ - Whistle-Blower Policy of the Corporate Governance Report and on Company’s website www.whirlpoolindia.com

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

Shareholders of the Company at its 56^th Annual General Meeting approved appointment of M/s MSKA & Associates (Firm Registration Number: 105047W), Chartered Accountants, as statutory auditors of the Company, in place of the retiring auditors M/s. S. R. Batliboi & Co. LLP (Firm registration No. - 301003E/ E300005),Chartered Accountants, from the conclusion of the 56^th Annual General Meeting (AGM) until the conclusion of the 61^st AGM to be held in the year 2022. The requirement for ratification of auditor’s appointment at the Annual General Meeting has been omitted pursuant to the Companies (Amendment) Act, 2017 with effect from May 07, 2018.

The Report given by M/s. MSKA & Associates, Chartered Accountants (ICAI Registration No- 105047W), Statutory Auditors on the financial statements of the Company for the Financial Year 2018-19 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013, Mr. N. C. Khanna (ICSI membership no. 4268 & certificate of practice no.5143) a Practicing Company Secretary was reappointed as Secretarial Auditors of the Company for the Financial Year ending 31^st March, 2019. The Secretarial Audit Report submitted by them in the prescribed form MR3 is attached as Annexure - C and forms part of this report.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their Report.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder M/s R. J. Goel & Co., Cost Accountants (Firm Registration No. 00026) were reappointed as the cost auditors of the Company for the Financial Year ending 31^st March, 2019 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the ensuing Annual General Meeting. Further, on the recommendation of the Audit Committee, the Board of Directors have also reappointed them as Cost Auditors for the financial year 2019-20, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2017-18, 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 year.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and the Secretarial Auditor have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 and 125 of the Companies Act, 2013 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, during the financial year there was no unclaimed amount or shares in respect of the unclaimed amount were required to be transferred to the Investor Education and Protection Fund established by the Central Government.

The Company has appointed a Nodal Officer under the provisions of IEPF, the details of which are available on the website of the Company at www.whirlpoolindia.com under Investor’s section.

INSURANCE

The Directors confirm that Fixed Assets and Stocks of the Company are adequately insured against fire and allied risk.

LISTING OF SHARES

The shares of the Company 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 Obligations and Disclosure Requirements) Regulations, 2015. A Report on Corporate Governance along with the Compliance Certificate issued by Statutory Auditors’ is enclosed as part of Corporate Governance Report.

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

In accordance with the requirements of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure - D and form part of this report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-E which forms part of this report. The information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid Rules forms part of this report. However, as per Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company and others entitled thereto. The said information is available for inspection by members at the registered office of the Company during business hours on all working days upto the date of ensuing Annual General Meeting. Any member interested in obtaining a copy thereof, may also write to the Company Secretary at the registered office of the Company.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 forms part of the Board’s Report and is annexed herewith as Annexure - F. The annual return of the Company as required under the Companies Act, 2013 will be available on the website of the Company at www.whirlpoolindia.com

PUBLIC DEPOSITS

During the Financial Year 2018-19 your Company has not accepted any public deposits in terms of Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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. There have been no material changes and commitments which affect the financial position of the Company between the end of the financial year and the date of this report including change in capital structure.

BUSINESS RESPONSIBILITY REPORT

In terms of the requirements of Regulation 34(2)(f) of the SEBI Listing Regulations, 2015 a report on Business Responsibility forms part of this Annual Report in the format prescribed by SEBI and is annexed herewith as Annexure G.

APPRECIATION

The Directors thank the Company’s customers, vendors, dealers, investors and business associates for their continued support during the year. They also place on record their appreciation for the contribution made by the employees at all levels. Company’s resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors

Place of signature: Gurugram, Haryana Arvind Uppal Sunil D’Souza

Date : June 19, 2019 Chairman & Non-Executive Director Managing Director

DIN 00104992 DIN 07194259

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Mar 31, 2018

DIRECTORS’ REPORT

The Directors have pleasure in presenting the 57^th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended 31^st March, 2018.

Financial Results

(INR in lacs)

Particulars	For the year ended
	31 March 2018	31 March 2017
Income from operations	498,583	436,038
Other Income	8,672	7,299
Profit/(Loss) before Interest, Depreciation, Extraordinary items & Tax	64,673	56,183
Interest	(439)	(589)
Depreciation	(10,151)	(8,746)
Profit/(Loss) for the year	54,082	46,848
Provision for Tax (including deferred tax and wealth tax)	(19,015)	(15,799)
Net Profit/(Loss) for the year	35,067	31,049
Other comprehensive income	(279)	(241)
Net Profit/(Loss) for the year after comprehensive income	34,788	30,808
Dividend and Dividend Distribution Tax	(4,582)	-
Credit/(Debit) Balance B/F from previous year	115,968	85,160
Profit available for appropriation	146,174	115,968
Surplus/(Deficit) carried to Balance Sheet	146,174	115,968

Performance of the Company

The year 2017-18 was another year of improved operating performance & financial growth. The revenue from operations during the financial year 2017-18 increased by 14.3% over previous year. Profit after tax show an improvement of 12.9% over previous year.

Dividend

Your Directors recommend payment of a dividend at the rate of INR 4/- per share for the year ended 31^st March, 2018 on 126,871,830 equity shares of INR 10/- each.

Share Capital

The paid up capital of the Company as on 31^st March, 2018 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 previous year.

Subsidiaries, Joint Ventures or Associate Companies

The Company does not have any subsidiary, joint venture or associate Company during the period of reporting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)

As required under the SEBI (LODR) Regulations, 2015 MD&A is enclosed as Annexure - A and is part of this Report.

SALES & MARKETING

During the year under review, industry growth was driven by urban markets. Category penetration expanded beyond the major metros as the trickle-down effect of various Government initiatives is beginning to show in demand pick up. Roll out of GST created a brief period of uncertainty with distribution and trade partners looking to liquidate inventories through lucrative consumer offers. In Company’s view, any large scale structural change of this scale is bound to have teething troubles. We are confident that this is a step in the right direction for the economy as a whole and will yield great benefits in terms of ease of doing business and simplifying the supply chain.

During the year, the Company started to reap benefits of the new global product development team as it kick started a new era of product development by leveraging worldwide R&D capabilities. Few of the notable product launches were:

1. Launch of the all new VitaMagic range - a revolution in the Direct Cool refrigerator category with a perfect blend of European Design and 6^th Sense Vitamagic Technology. The intuitive sensor based IntelliFrost Technology is designed as a cross over between Direct Cool and Frost Free categories.

2. Whirlpool strengthened its footprint in the premium Frost Free refrigerator segment with the launch of Intellifresh range, available in 440, 465 & 500 litres. Consumer-Inspired Innovations like the 6^th Sense IntelliSensor Technology, Adapta shelves, Sealfresh Technology furthered strengthened our equity in ensuring class leading freshness across our refrigerator range. The premium range has won the prestigious “India Design Mark” award for 2018.

3. Strengthening our differentiated offering in 3 door refrigerators, Protton World Series Refrigerator, now offers experience of up to 2X Freshness. Its unique 3 Door format which comes with 6^th Sense Active Fresh Technology provides industry leading storage space, better cooling retention and prevents odour mixing, so that food can stay fresh for longer.

4. In the Front Load Washing Machine Category, Whirlpool has expanded the successful European Supreme Care range with the launch of Fresh Care range with Steam Technology to create an identity in the mass premium segment.

5. Semi automatic witnessed an exceptional year. Whirlpool launched the all-new ACE XL series with 3D Scrub Technology in larger capacities. The ACE XL series is a beautiful amalgamation of aesthetics, and power; making this machine, a powerhouse of washing.

6. Jet C Range of Convection Microwave ovens focused on addressing the need for healthy cooking options by introducing to cook fried food in near ‘Zero Oil’ with crisping in just 2 minutes. This innovative range of microwaves is a modern blend of European design and intuitive 6^th Sense Technology.

7. With recent increase in air pollution and concerns around healthy home environments, Whirlpool took the Air Conditioners category one step ahead with the launch of 3D Cool Purafresh Inverter Air Conditioner - India’s first Air Conditioner with a stand-alone purifier and purification level of PM 0.3.

INTERNATIONAL BUSINESS

The Company’s Export Volumes grew by approx 16% over previous year. During the year under review revenue growth was lower as compared to last year and margins faced some headwinds due to the appreciating Rupee for most part of the year. Nevertheless the Company undertook several initiatives during the year to increase its export.

With its Laundry appliance range, the Company was able to make significant inroads in the hitherto untapped African markets, SouthAfrica and Morocco in particular. The Company registered healthy business growth across product category in several other markets like Philippines, Srilanka, Bangladesh and Nepal. With a focus on Indian sub-continent, the Company set up a liaison office in Nepal. The Directors are hopeful that with feet on the ground the Company will be able to make shining inroads.

Overall Company’s International Business, aided by structural changes in its business model , is poised to enter a steeper growth trajectory.

CONSUMER SERVICES

In the year under review the Company continued to make significant progress on executing its well laid down Service Strategy. Company focuses on the following key Deliverables

- Deliver best-in-class service through differentiated service experience - “Branded Service”

- Create accessibility & visibility of Whirlpool genuine spare parts in the after sales market.

We continued to focus on developing our execution capabilities to provide our consumer with great service experience. To position Service as a differentiator as a competitive advantage we introduced Differential Service Model which not only helped us in improving customer satisfaction, it also resulted in visible reduction in escalation and improved Service KPI’s. Differential service experience is all about understanding the consumer service needs for different product categories, like Direct cool, Frost Free, MWO, RO, AC, Washing machines etc & trying to offer them the right service solution, thereby providing them with great service experience.

Training, development & engagement of service partners & service technician is core to our operating philosophy, as we believe that a highly trained & motivated service technician is the key to drive better customer satisfaction. We recently launched & introduced our first real time digital training studio. This state of the art digital training studio has capability of connecting our service network and service technicians from anywhere in the country through a video call & we can impart real time product training. This facility will help us drive high level of trainings and engagement.

Our Service Business continues to grow through both our Service Partner Network & Spares Parts Distribution channel.

PEOPLE EXCELLENCE - OUR COMPETITIVE ADVANTAGE

2017-18 witnessed continued growth in business performance, despite uncertainties related to GST at the start of the year, and is indicated by our improved numbers across all key metrics - volume, revenue and EBIT. This was achieved through excellence in execution at all levels, and the entire organization coming together as ‘One Whirlpool’.

In HR function, we continued our focus on all 3 pillars of People Excellence through initiatives such as building a more agile customer facing front-end organization, functional & people manager capability interventions, taking Leadership Model to the next level and many more high impact interventions. A closer look of some of the key interventions are:

Functional Capability Development Journeys

Functional Excellence focused on developing key functional and professional skills enabling employees to enhance their performance. Customized learning journeys were charted and implemented for each function to ensure greater alignment with business needs and customized learning solutions.

Below mentioned are some high impact interventions designed for various functions to enable them to meet their business objectives:

1. Service- iBelieve

2. New Business Unit: Journey to Effectiveness

3. Global Strategic Sourcing (GSS) - Learning Journey

4. Sales Function- iGrow (Assessment and Development)

5. Human Resource: ‘Be The Lighthouse’

6. ‘Partner’ Development- Retail Executive Development

7. My Inner Compass - Marketing

Managerial Excellence - Whirlpool People Manager Certification Program

We believe that people managers play a pivotal role in developing individuals and effectively aligning them to the organizational objectives. Taking a step further to sharpen the managerial capability of our people managers, a 6 months long customized learning journey was created in house to build people process knowledge and essential managerial skills. The objective of the intervention was to develop key managerial skills and partner in their professional & personal growth.

Leveraging University Hiring for building a future pipeline

We operate in a landscape where there are more than 15,000 (MBA Engineering) campuses and 1.8 million (approx.) students applying for placements every year. As far as the preference of the students is concerned, there is a strong inclination for roles in Consulting, E-commerce and FMCG sectors. Awareness about FMCD sector is low and in India, Whirlpool stands at a number 3. Given this context, attracting the right talent from campuses becomes all the more challenging.

The ‘Young Leaders Program’ is our flagship University Hiring Program under which we hire Management & Engineering Graduates from top tier campuses. This channel of hiring serves as an important ground to acquire & groom talent for building a robust leadership pipeline for the future. In 2017, we made significant progress in key metrics, eg: increase in number of applications from campuses, increased awareness of Whirlpool as an employer on campuses, a more positive feedback from students hired from campuses about their experience. All of these were achieved through new initiatives (such as alumni interactions, about Whirlpool sessions conducted on campuses, and initiatives around enhancing Whirlpool’s presence as an Employer Brand on campuses), and key shifts in processes around our campus hiring strategy (such as a revamped and more robust on boarding program, a robust governance mechanism for increased accountability with project guides & mentors), and increased visibility of the summer interns & engineering/management trainees to our Leadership Team.

Embedding the Whirlpool Leadership Model

A Whirlpool Leader is someone who demonstrates the 8 Leadership Beliefs and promotes an organization culture based on Whirlpool Leadership Model. We started the Leadership Model embedment journey in 2015 and have been carrying out interventions to integrate LM model in the culture through the years.

People Excellence has been a pivotal success factor shaping Whirlpool of India into a high performing organization. It is a core element of the culture we have created; helping employees unleash their talent by creating a vibrant environment for innovation & creativity.

FINANCE AND ACCOUNTS

In 2017-18, the Company had a strong revenue growth driven by both internal and external factors. Strong macroeconomic indicators drove the overall durable industry growth. In addition, our continuous focus on product leadership, channel expansion and sales execution helped us grow ahead of industry.

The Company’s performance has been very encouraging with 14.4% increase in net operating income and 15.4% increase in profit before tax vs previous year.

The Company successfully and smoothly migrated to the new GST taxation regime by upgrading the systems and processes. Working capital continued to be managed efficiently. The Company significantly scaled up its investment in property, plant and equipment vs previous year. Cost management continued to be high focus area for the Company.

BOARD MEETINGS

During the Financial Year 2017-18, 4 (four) Board Meetings were held. Details of the same are available in the section ''Meetings of the Board of Directors’, in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board. Your directors, key managerial personnel and senior management have confirmed compliance with the Company’s Code of Conduct.

During the year under review and till the date of signing of the Director’s Report following changes took place in the Board of Directors & Key Managerial Personal.

I. Resignation of Mr. Arvind Uppal as an Executive Director w.e.f. 31^st December, 2017, however he continues as NonExecutive Chairman of the Company till 31^st December, 2018. Approval of the shareholders of the Company is sought for payment of remuneration to Mr. Arvind Uppal as Chairman & Non- Executive Director and the relevant resolution and other details are provided in the notice of the ensuing 57^th Annual General Meeting of the Company.

II. Mr. Simon J Scarff and Mr. Vikas Singhal resigned as Independent Director and Executive Director w.e.f. 2^nd February, 2018 due to personal reasons and other professional commitments respectively.

III. Board of Directors of the Company appointed Mr. Arumalla Hari Bhavanarayana Reddy (Mr. AHBN Reddy) as an Additional Director w.e.f. 2^nd February, 2018, in terms of Section 161(1) of the Companies Act, 2013. His term of office as Additional Director expires at the ensuing Annual General Meeting. Company has received a notice in writing from a member proposing his candidature for the office of Director & accordingly his candidature for appointment as Director is included as Item No. 8 of the Notice of the 57^th Annual General Meeting.

The Independent Directors of the Company have furnished certificates of Independence stating that they fulfil the criteria of independence as per the provisions of Sec. 149 (6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

As on 31^st March, 2018, Company had following Key Managerial Personnel in compliance with the provisions of Sec. 203 of the Companies Act, 2013.

1. Mr. Sunil D’Souza - Managing Director

2. Mr. Anil Berera -Executive Director & Chief Financial Officer

3. Mr. AHBN Reddy - Executive Director

4. Ms. Roopali Singh - Company Secretary

During the year under review and till the date of signing of the Directors Report following changes took place in the Key Managerial Personnel.

Mr. Arvind Uppal resigned as an Executive Director w.e.f 31^st December, 2017. Mr. AHBN Reddy was appointed as an Additional Director of the Company by the Board of Directors w.e.f. 2^nd February, 2018 and Mr. Vikas Singhal resigned from the position of Executive Director w.e.f. 2^nd February, 2018 due to other professional commitments.

At the Board Meeting held on 8^th May, 2018 Mr. Anil Berera resigned as Chief Financial Officer of the Company and Mr. Yatin Malhotra was appointed as Chief Financial Officer of the Company. Both changes were w.e.f. 11^th May, 2018.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors to the best of their knowledge hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments 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) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Article 115 of the Articles of Association of the Company Mr. Sunil D’Souza retires by rotation and being eligible offers himself for re-appointment.

Proposal for his appointment is set out in the explanatory statement annexed to the notice of the 57^th Annual General Meeting. The Board recommends his re-appointment.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

REMUNERATION POLICY & BOARD EVALUATION

The Board on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors and Senior Management, including criteria for determining qualifications, positive attributes, independence of directors and Board, diversity and remuneration. Remuneration Policy of the Company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The manner in which the performance evaluation of the Board, its Committees, the Chairman and the Directors individually has been carried out has been explained in the Corporate Governance Report.

RELATED PARTIES DISCLOSURES

Related party transactions are reviewed and approved by Audit Committee and are also placed before the Board for necessary approval. The Company has developed a related party transactions manual, standard operating procedures for the purpose of identification and monitoring of such transactions.

The Board has approved policy for related party transactions which is available on Company’s website at following link:http:// www.whirlpoolindia.com/PDF/Related_Party_Policy_Whirlpool.pdf

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) is attached as Annexure - B.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2018, the Audit Committee comprises of 4 (Four) Non-Executive Directors, namely, Mr. Anand Bhatia, Mr. Sanjiv Verma, Mrs. Sonu Bhasin and Mr. Arvind Uppal. 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.

Mr. Anand Bhatia, Chairman of the Committee has adequate financial and accounting knowledge.

The VP Finance, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. It is a practice of the Committee to extend an invitation to Managing Director and Cost Auditor to attend the meeting as and when required.

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

CORPORATE SOCIAL RESPONSIBILITY

Company’s CSR policy has been drafted in line with Whirlpool’s philosophy of contributing to the betterment of society.

This reflects in the policy as mentioned below:

1. Promoting employment, enhancing vocational skills for employability of youth.

2. Cultivating community development plans in the vicinity of our factories based on needs and priorities of the host communities.

3. Any other project or aid which the committee considers suitable for the welfare of society or humanity at large, within the purview of Schedule VII (Section 135) or as authorized by Government.

The CSR projects were strengthened through incorporating feedbacks received from beneficiaries & other stakeholders. The outcome of these changes in our programmes is reflecting in experiences of those young beneficiaries.

While we have kept the matrix of our CSR structure intact, we ensured to keep the processes adaptive to cater to the changing needs of the community.

Skill Development Program:

During the year under review, we imparted vocational training to more than 1,900 youths across India through recognized training partners. Training imparted was in two domains; viz. “Field Service Engineer” and “Retail Sales Associate”.

We worked along with our training partners to incorporate small home appliance training manual that is the Qualification Pack (QP) of ESSCI and NSDC. This immensely benefited the future employability of the youth.

In financial year 2018-19, we are hopeful of seeing the positive impact of these changes.

Community Development Program:

Community development programs are being implemented in villages adjoining our manufacturing facilities at Pune, Faridabad and Puducherry. These programs are designed to address the most common issues of the community which can be handled by way of behavioural changes and on the basis of minimal outside support by social organization involved.

Our “Integrated Child Development Program” implemented in Pune, through “Community Aid & Sponsorship Programme (CASP)”, a Pune based organization committed to sustainable development and strengthening of child, family and community, has successfully completed it’s three year tenure. Through our 300 supported Students, we have been able to bring in subtle behavioral changes in the local community, making them sensitive towards social issues like health, hygiene, education & nutrition etc. For the next phase of CSR work in the community, we are partnering with Hirabai Cowasji Jehangir Medical Research Institute (HCJMRI), a renowned name in field of medical excellence & social welfare activities, who shall focus on nutritional & medical needs of students of Government Schools in and around Ranjangaon locality.

This we see as a natural succession to our works done in last three years in the same community.

Whirlpool, through “FXB India Suraksha”, an organization with expertise in integrated community development models and recognizable regional presence, is working for the social development of villages around Puducherry factory. This program, in it’s third year of implementation has reached two villages viz. Sanyasikuppam & Kothapurinatham supporting a community of more than 2000 people through it’s various program on healthcare, elderly care, women empowerment & education. In current year we have focused on upliftment of local school facilities to bring them at par with “Model School” standards. Work is underway in Sanyasikuppam school, which is scheduled to be completed by June 2018.

Upon successful completion of this pilot work, we intend to help other nearby schools as well.

Whirlpool’s “Basic Learning through Library Intervention Programme” with “Pratham Education Foundation”, works in 12 centers in 3 localities of Faridabad- A.C Nagar, Sanjay Nagar, and Ram Nagar. This program works on developing the learning levels of children (both, in-school children and out-of-school children) in these areas by the following interventions- Learning camps, community libraries, and pradigi.

Under this, six 30-day learning camps and six 40-day learning camps were being run which covered a total of 1083 children from standard 3-5. The baseline-endline assessment reveals positive results of these camps, with 68% and 77% increase in story readers, and 56% and 64% increase in children who recognize 3 digit numbers. Community Library programs cover 1916 children in 383 groups, and also includes the participation of 383 guardians and 400 volunteers. The Pradigi program is the digital intervention which works on developing the technological dexterity of the children with the help of 75 tablets provided for the use of the children in learning camps and communities. The children get the opportunity to learn through interactive educational games developed under the pradigi program.

There has also been conducted a pilot for a science project with 93 children of standard 6-8 in the 3 localities, with 3 thematic workshops each. This was conducted with the aim to test the feasibility of a science program to familiarize the children with the concepts of science and improve their understanding using hands-on activities.

As per the provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy (available on Company’s website www.whirlpoolindia.com) and further details of the CSR activities are contained in the Annexure - C forming part of this Report.

RISK MANAGEMENT POLICY

The Company has adopted a formal Risk Management policy, wherein risks are broadly categorized into Strategic, Operational, Compliance and Financial & Reporting Risks. The policy outlines the parameters for identification, assessment, monitoring and mitigation of risks.

The Company has set up a core group of senior leaders who identify risks, assess the risks and the trends, exposure and potential impact analysis at different level and lay down the procedure for minimization of the risks. Risk management forms an integral part of management policy and is an ongoing process integrated with operations.

VIGIL MECHANISM

The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct etc without fear of reprisal.

Further information on the subject can be referred to in section Disclosures'' - Whistle-Blower Policy of the Corporate Governance Report and on Company’s website www.whirlpoolindia.com

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

Shareholders of the Company at its 56^th Annual General Meeting approved appointment of M/s MSKA & Associates (Firm Registration Number: 105047W), Chartered Accountants, as statutory auditors of the Company, in place of the retiring auditors M/s. S. R. Batliboi & Co. LLP (Firm registration No. - 301003E/ E300005),Chartered Accountants, from the conclusion of the 56^th Annual General Meeting (AGM) until the conclusion of the 61^st AGM, subject to ratification by members every year.

The Board of Directors of the Company, on the recommendation of the Audit Committee, have made its recommendation for ratification of appointment of M/s. MSKA & Associates, Chartered Accountants (ICAI Registration No- 105047W), as the Statutory Auditors of the Company. The Company has received their written consent and a certificate that they satisfy the criteria set out under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under. Accordingly, ratification of appointment of Statutory Auditors is being sought from the Members of the Company at the ensuing Annual General Meeting.

The Report given by M/s. MSKA & Associates, Chartered Accountants (ICAI Registration No- 105047W), Statutory Auditors on the financial statement of the Company for the financial year 2017-18 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditors

Pursuant to Section 204 of Companies Act, 2013, Mr. N. C. Khanna (ICSI membership no. 4268 & certificate of practice no. 5143) a Practicing Company Secretary was reappointed as Secretarial Auditors of the Company for the financial year ending 31^st March, 2018. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is attached as Annexure - D and forms part of this report.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their Report.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder M/s R. J. Goel & Co., Cost Accountants (Firm Registration No. 00026) were reappointed as the cost auditors of the Company for the financial year ending 31^st March, 2018 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the ensuing Annual General Meeting. Further, on the recommendation of the Audit Committee, the Board of Directors have also reappointed them as Cost Auditors for financial year 2018-19, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2016-17, 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 year.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and the Secretarial Auditor have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 of the Companies Act, 2013, during the financial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.

INSURANCE

The Directors confirm that Fixed Assets and Stocks of the Company are adequately insured against fire and allied risk. LISTING OF SHARES

The shares of the Company 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 Obligations and Disclosure Requirements) Regulations, 2015. A Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor’s is enclosed as part of Corporate Governance Report.

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

In accordance with the requirements of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure - E and form part of this report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-F which forms part of this report. The information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid Rules forms part of this report. However, as per Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company and others entitled thereto. The said information is available for inspection by members at the registered office of the Company during business hours on all working days upto the date of ensuing Annual General Meeting. Any member interested in obtaining a copy thereof, may also write to the Company Secretary at the registered office of the Company.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 forms part of the Board’s Report and is annexed herewith as Annexure - G.

PUBLIC DEPOSITS

During the Financial Year 2017-18 your Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND Company’S OPERATIONS IN FUTURE

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.

There have been no material changes and commitments which affect the financial position of the Company between the end of the financial year and the date of this report including change in capital structure.

BUSINESS RESPONSIBILITY REPORT

In terms of the requirements of Regulation 34(2)(f) of the SEBI Listing Regulations, 2015 a report on Business Responsibility forms part of this Annual Report in the format prescribed by SEBI and is available on Company’s website www.whirlpoolindia. com

APPRECIATION

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, stock exchanges and depositories, auditors, legal advisors, consultants and business associates. The Directors also take this opportunity to place on record their appreciation for the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

Your Directors look forward to the long term future with confidence.

For and on behalf of the Board of Directors

Place of signature: Gurugram, Haryana Arvind Uppal Sunil D’Souza

Date : May 08, 2018 Chairman & Non-Executive

Director Managing Director

DIN 00104992 DIN 07194259

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Mar 31, 2017

The Directors have pleasure in presenting the 56^th Annual Report on the business and operations of the Company, together with the audited accounts for the Financial year ended 31^st March 2017.

Financial Results (INR in lacs)

Particulars	For the year ended
	31 March 2017	31 March 2016
Sales/Income from operations (including excise duty)	436,038	380,764
Other Income	7,299	5,533
Profit/(Loss) before Interest, Depreciation, Extraordinary items & Tax	56,183	43,886
Interest	(589)	(518)
Depreciation	(8,746)	(7,693)
Profit before Exceptional items	46,848	35,675
Exceptional items (refer note 45)	-	80
Profit/(Loss) for the year	46,848	35,595
Provision for Tax (including deferred tax and wealth tax)	(15,799)	(11,593)
Net profit/(Loss) for the year	31,049	24,002
Other comprehensive income	(241)	(311)
Net profit/(Loss) for the year after comprehensive income	30,808	23,691
Credit/(Debit) Balance B/F from previous year	85,160	61,469
Profit available for appropriation	115,968	85,160
Surplus/(Deficit) carried to Balance Sheet	115,968	85,160

Performance of the Company

During the year ended 31^st March 2017 the revenue from operations of the Company was INR 436,038 lacs as compared to last year’s revenue from operations of INR 380,764 lacs up by 15%. Profit before tax was INR 46,848 lacs as compared to corresponding profit of INR 35,595 lacs in the previous year, up by 32%.

Dividend

Your Directors recommend payment of a dividend at the rate of INR 3/- per share for the year ended 31^st March 2017 on 126,871,830 equity shares of INR 10/- each.

Share Capital

The paid up capital of the company as on 31^st March 2017 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 previous year.

Subsidiaries, Joint Ventures or Associate Companies

The company does not have any subsidiary, joint venture or associate company during the period of reporting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)

As required under the SEBI (LODR) Regulations, 2015 MD&A is enclosed as Annexure A and is part of this Report.

SALES & MARKETING

The financial year 2016-17 commenced with stable growth in the consumer durables industry primarily led by urban demand which was sustained during the first two quarters of the financial year. However Central Government’s demonetization initiative negatively influenced consumer sentiments and also adversely impacted their purchasing power leading to de-growth of the Industry in third quarter. As a result of demonetization the Industry faced challenges such as trade stocking, restricted trade credit and retail trade struggling to manage its inventories and cash flows. The Company continuously evaluated market movements and strategized well to navigate the volatile environment to registered a growth in quarter three.

In Company’s view demonetization was a short term blip as fundamentals of the Indian economy have remained the same. Whirlpool saw strong double digit growth in the financial year and we are confident of continuing the trend forward. Even with a less than predicted monsoon in 2016 there was optimism in the rural markets which contributed to the overall growth story.

During the year under review, the Company focused on strengthening market presence by developing class leading products with innovative features across categories, few of the notable ones being:

i. Consumer-Inspired Innovations like the 6^th Sense® Intellifresh™ Technology, 6^th Sense® Fresh Control Technology furthered strengthened Company’s equity of providing class leading freshness across our refrigerator range.

ii. In the Washing Machine Category we have made a very confident come back with the Supreme Care that is made in Italy and has been adjudged Europe’s leading Washing Machine in garment care. We also launched one of our best selling products - the Ace Stain free with new aesthetics.

iii. Air Conditioners category - During the year under review the Company launched its premium Inverter AC - the 3D Cool Inverter which has World’s Leading AC technology - 6th Sense® Intelli Comfort Technology. These air conditioners not only ensure superior cooling, but also effective cooling at extreme conditions and low energy consumption.

iv. In the Microwave category we focused on introducing new features to cater to the growing demand for cooking Indian dishes in a convection microwave. We launched the Tandoor Series in the Magic Cook range. We also focused on addressing the need for healthy cooking options for the growing health conscious Indian by introducing the option to cook dishes with 50% lesser oil in the JetC Range.

v. The Water Purifier category also witnessed launch of 3 new products that the Company believes will help us strengthen our portfolio in the category. We launched the Minerala Ultra with RO UV UF MES technology that offers a 9 Stage Purification with unique Mineral Enrichment System. We also launched the Minerala Platinum Plus model with RO UF MES technology.

vi. The Company was made a foray into the Small Domestic Appliances category where consumers are seeking global technologies and products. The Company launched some of the class leading products like Slow Juicers, Hand Blenders, Digital Kettle, Pop Up toaster. During the financial year 2016-17, the Company received the prestigious Good Design Award 2016, Japan for its Superb Atom Semi Automatic Washing Machine.

INTERNATIONAL BUSINESS

During the year under review the company’s international Business delivered strong volume and revenue growth of 25% over the previous year, whilst maintaining its margins. With the global corporation’s recent strategy of focusing on emerging markets, the Company’s export’s growth was across market and categories. The company registered impressive performance in Middle East. Major export included export of Semi-Automatic washers to Morocco and Refrigerators to Saudi Arabia. The other high growth market was South East Asia, in particular the Philippines, where our new range of Refrigerators and Washers had a successful launch and shipments grew close to 50%. Closer home, the company intensified its focus on SAARC markets. Nepal volumes were up strongly post the political disturbances of last year and so were shipments to Bangladesh primary driven by our channel and product range expansion.

The current financial year 2017-18 looks equally promising in volume terms. Initial reports from many of the markets are encouraging and the company is planning to build further on last year’s momentum. However margins are likely to be under pressure due to rise in commodity costs and strengthening Rupee. Nevertheless the business is taking appropriate actions to mitigate these effects.

CONSUMER SERVICES

In the year under review we continue to make significant progress on executing our well laid down Service Strategy. We continue to focus on the following key Deliverables.

- Deliver best -in - class service through differentiated service experience - “Branded Service”

- Develop our Partners operation to become Direct to Home Channel for Selling water Purifiers

- Create accessibility & visibility for Whirlpool genuine spare parts in the after sales market.

We are continuously focusing on developing our execution capabilities to provide our consumer with great service experience. Differential Service Model introduced last year has not only helped us in improving customer satisfaction, clear results are also visible in reduced escalation and improved Service KPI’s. Differential service experience is all about understanding the consumer service needs for different product categories, like Direct cool, Frost Free, MWO, RO, AC, Washing machines etc & trying to offer them the right service solution, thereby providing them with great service experience.

To support our Service strategy we continue to make investments in IT system, a web based real time software that connects Whirlpool to all its service network real time. This has helped us to create uniformity in our service deliveries PAN India.

Training, development & engagement of Service Partners & Service technician is core to our operating philosophy, as we believe that a highly trained & motivated Service technician is the key to drive better customer satisfaction. Our state of the art training facility in Gurgaon & Pondicherry is constantly engaged in improving the skill set of our service technicians which in turn helps us to drive higher customer satisfaction.

Our Service Business continues to grow through both our Service Partner Network & Spares parts Distribution channel.

PEOPLE EXCELLENCE - OUR COMPETITIVE ADVANTAGE

The year 2016 was a challenging yet rewarding year for the business from people perspective. We had a relatively young and new leadership at the helm steering the organization towards new heights. The challenge was also how to make use of the opportunities created by Project Harvest in changing the culture of the organization as well as deliver the results. It was our People Excellence model that helped to anchor the change process and create the ‘X’ factor for business. The idea of People Excellence is not just about employee engagement, it is also about truly integrating it with our overall organization strategy.

While setting the stage for a performance oriented organization it is essential for the last mile employee to understand the linkage of their goals to the larger vision of the organization. We simplified the organization long & short term imperatives to meaningful, challenging functional and individual goals to ensure alignment of strategy imperatives for seamless performance delivery. While we equipped the team to perform, the performance needed to be incentivized. A comprehensive incentive approach was introduced to bring in greater transparency, objectivity & performance orientation for our sales teams.

Our employees continue to remain at the center stage of our initiatives as they are key enablers to drive our success. Our People Excellence strategy helped build on our previous successes and initiatives while introducing new ones relevant for the changing business & people

Imperatives. We provided opportunity to young and top talent under our philosophy of “Grow from Within” and on developing people managers - making Leaders groom Leaders. With several talent movements taken place we set out on a path to rebuild our talent pipeline and transform our talent mix both internally via development and externally via attracting talent. We laid the foundation 3 years back with key Go-To-Market (GTM) initiatives. The GTM initiatives included 3 key interventions designed to improve front line sales, front line service and retail workforce. In 2016 the next generation iGrow 2.0 was launched focusing on critical talent & equipping them for the changing realities of the marketplace. On the manufacturing front business continuity and talent development was the need of the hour. A successfully concluded Long Term settlement in Faridabad plant and foray into “World Class Manufacturing ” (WCM) systems enabled both of the above.

What allows ‘great people’ to produce ‘extraordinary results’ is our ‘Winning Culture’. The organization welcomed the Leadership Model, cherishing that Leadership is a privilege to be “earned” everyday. This year the process of embedding them into the processes and everyday language helped making the beliefs come alive to bring about lasting behavioral and culture change within Whirlpool. A key pillar of our culture is diversity and inclusion. Our quest continued to build on its commitment to enhance representation of women employees and weave gender diversity in the fabric of our culture to drive competitive advantage. All of this and more were further enabled due to our strong Succession Planning processes, Future Leadership Program (FLP) & Young Leaders Program (YLP) that ensures that we have a robust talent pipeline to enable business continuity for today and tomorrow.

Fuelled by our Spirit of winning, our long term strategy is to continue our journey of being not only an employer but a partner of choice as well. With this goal in mind Whirlpool of India is focused on identifying, developing and engaging our talent to drive extraordinary performance, build a winning culture. Our employees and external stakeholders resonate with and value the efforts the organization makes in this regard. This is established by our year on year high engagement score results and sustained recognition. Whirlpool has been continuously recognized as Best Employees by Aon Hewitt over last 3 year. Whirlpool also featured in the list of Top 100 companies to work for India issued by Great Place to Work (GPTW).

FINANCE AND ACCOUNTS

In 2016-17, the macro-economic environment showed improvement and Company is on growth trajectory due to uplift in demand which is the result of overall industrial growth.

The company’s performance has been very encouraging with 14.5% increase in net operating income vs. previous year, resulting in profit before tax higher by 31.6% compared to previous year.

The Company focused on levers of our 3-Phase strategy with particular emphasis on Product Leadership, Channel Excellence and Cost Leadership. These initiatives helped the company grow its revenue and profitability. Working capital, as always, was managed efficiently and led to record generation of cash.

BOARD MEETINGS

During the Financial Year 2016-17, 4 (four) Board Meetings were held. Details of the same are available in the section ''Meetings of the Board of Directors’, in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board. All directors, key managerial personnel and senior management have confirmed compliance with the company’s Code of Conduct.

The Independent Directors have confirmed and declared that they fulfill the criteria of independence as per the provisions of Sec. 149 (6) of the Companies Act, 2013 and are not disqualified to act as an independent director. The Board is also of the opinion that the Independent Directors fulfill the independence requirement in strict sense and are eligible to continue as Independent Director of the Company. No director resigned from the Company during the reporting period.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors to the best of their knowledge hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments 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) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Article 115 of the Articles of Association of the Company Mr. Anil Berera retires by rotation and being eligible offers himself for re-appointment.

Proposal for his appointment is set out in the explanatory statement annexed to the notice of the 56^th Annual General Meeting. The Board recommends his re-appointment.

KEY MANAGERIAL PERSONNEL

As on 31^st March 2017, Company has following Key Managerial Personnels in compliance with the provisions of Sec. 203 of the Companies Act, 2013.

1. Mr. Arvind Uppal - Chairman and Executive Director.

2. Mr. Sunil D’Souza - Managing Director

3. Mr. Anil Berera -Executive Director & Chief Financial Officer

4. Mr. Vikas Singhal - Executive Director

5. Mrs. Roopali Singh - Company Secretary (Appointed w.e.f 3^rd February 2017 post resignation of Mr. Ravi Sabharwal as Company Secretary w.e.f 30^th May 2016)

Company had moved an application for compounding of offence under Sec. 203 (1) - delay in appointment of Company Secretary and the same has been compounded by the Hon’ble Regional Director, Western Region.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

REMUNERATION POLICY & BOARD EVALUATION

The Board on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, senior management and their remuneration, including criteria for determining qualifications, positive attributes, independence of directors and Board diversity. Remuneration Policy of the company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The manner in which the performance evaluation of the Board and its committees thereof, the Chairman and the Directors individually has been carried out has been explained in the Corporate Governance Report.

RELATED PARTIES DISCLOSURES

Related party transactions are reviewed and approved by Audit Committee and are also placed before the Board for necessary approval. The Company has developed a related party transactions manual, standard operating procedures for the purpose of identification and monitoring of such transactions.

The Board has approved policy for related party transactions which is available on Company’s website at following link:http://www. whirlpoolindia.com/PDF/Related_Party_Policy_Whirlpool.pdf

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) is attached as Annexure B.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of 4 (four) Independent Non-Executive Directors and 1 (one) Executive Director, namely, Mr. Anand Bhatia, Mr. Simon J. Scarff, Mr. Sanjiv Verma, Mrs. Sonu Bhasin and Mr. Anil Berera. 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.

Mr. Anand Bhatia, Chairman of the Committee has adequate financial and accounting knowledge.

The VP Finance, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. It is a practice of the Committee to extend an invitation to the Chairman & Executive Director, Managing Director and Cost Auditor to attend the meeting as and when required.

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

CORPORATE SOCIAL RESPONSIBILITY

Company’s CSR policy has been drafted to ensure betterment of society, while keeping the humane touch intact. This reflects in the policy as mentioned below:

1. Promoting employment, enhancing vocational skills for employability of youth.

2. Cultivating community development plans in the vicinity of our factories based on needs and priorities of the host communities.

3. Any other project or aid which the committee considers suitable for the welfare of society or humanity at large, within the purview of Schedule VII (Section 135) or as authorized by Government.

Whirlpool is delighted to present its sustained effort in the domain of CSR in third successful year, We have steadied & strengthened all our projects in current year while continuously monitoring the outcome and effect on target groups. We are honing our capabilities to steer these projects on a path of “Demand based Interventions” to make it more relevant, in coming years.

We are sure achieving these great goals will be amazing; Journey is no less satisfying too!

Skill Development Program:

In the third year of its implementation, our flagship CSR program on “Skill Development” has reached some more milestones. We imparted vocational training to more than 3,800 youths across India through training partners recognized by National Skill Development Corporation (NSDC). Training imparted was in two domains; viz. “Field Service Engineer” and “Retail Sales Associate” following the methodology defined by NSDC and concerned Sector Skill Councils. Employment of successful candidates remains a key area of our focus and placement was obtained for approximately 65% of candidates by developing dependable channels of employment.

In financial year 2017-18, based on our learning of the past years the Company proposed to adopt a focus approach for these program to make it more viable for the concerned stakeholders by enhancing training modules as per changing technology & trend.

Community Development Program:

Community development programs are being implemented in villages adjoining our manufacturing facilities at Pune, Faridabad and Pondicherry. The programs are designed to address the most common issues of the community which can be handled by way of behavioral changes and on the basis of minimal outside support by social organization involved.

Our “Integrated Child Development Program” implemented in Pune, through “Community Aid & Sponsorship Programme (CASP)”, a Pune based organization committed to sustainable development and strengthening of child, family and community, is successfully completing its third year. Through our 300 supported Students, we have been able to bring in subtle behavioral changes in the local community, making them sensitive towards social issues like Health, Hygiene, Education & Nutrition etc. As this program is reaching it projected tenure of three year, basis an Impact survey, a decision will be taken whether to repeat the program or replace it with another program.

Whirlpool, through “FXB India Suraksha”, an organization with expertise in integrated community development models and recognizable regional presence, is working for the social development of villages around Puducherry factory. This program, in its second year of implementation has reached two villages viz. Sanyasikuppam & Kothapurinatham supporting a community of more than 2000 people through its various program on Healthcare, Elderly care, Women empowerment & Education. We are ensuring involvement of local community in administration of all the programs to create a self sustainable model for future.

Whirlpool’s “Basic Learning through Library Intervention Programme” with “Pratham Education Foundation” a well recognized name in preschool education to under-privileged children, is in second year of implementation. In this time frame we have expanded our presence to AC Nagar & Ram Nagar colonies in Faridabad, operating six “Library cum Learning Centre”. This program has helped in improved learning of almost 2200 children in the age group of 6-14 yrs till date, while helping almost 150 out of school children getting admission in regular schools. While migratory populations in these colonies do pose a challenge for this program, our diligence has helped us support more children than our projected numbers. We plan to add more localities into this program in coming year.

As per the provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy (available on company’s website www.whirlpoolindia.com) and further details of the CSR activities are contained in the Annexure - C forming part of this Report.

RISK MANAGEMENT POLICY

The Company has adopted a formal Risk Management policy, wherein risks are broadly categorized into Strategic, Operational, Compliance and Financial & Reporting Risks. The policy outlines the parameters for identification, assessment, monitoring and mitigation of risks.

The company has set up a core group comprising of its leadership team, which identifies risks, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of the risks. Risk management forms an integral part of management policy and is an ongoing process integrated with operations.

VIGIL MECHANISM

The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct etc without fear of reprisal.

Further information on the subject can be referred to in section ''Disclosures'' - Whistle-Blower Policy of the Corporate Governance Report and on Company’s website www.whirlpoolindia.com

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

As per provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s S. R. Batliboi & Co. LLP (Firm registration No. - 301003E/E300005), Chartered Accountants as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company, on the recommendation of the Audit Committee, have made its recommendation for appointment of M/s. MZSK & Associates, Chartered Accountants (ICAI Registration No- 105047W), as the Statutory Auditors of the Company subject to approval and ratification by the Members at the 56^th Annual General Meeting of the Company for an initial term of 5 years. A resolution, proposing appointment of M/s. MZSK & Associates, Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years, forms part of the Notice of the 56^th Annual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria set out under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.

The Report given by M/s S. R. Batliboi & Co. LLP (Firm registration No. - 301003E/E300005) Chartered Accountants, Statutory Auditors on the financial statement of the Company for the financial year 2016-17 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

The Board place on record its appreciation for the services rendered by M/s S. R. Batliboi & Co. LLP (Firm registration No. - 301003E/ E300005) Chartered Accountants as the Statutory Auditors of the Company.

Secretarial Auditors

Pursuant to Section 204 of Companies Act, 2013, Mr. N. C. Khanna (ICSI membership no. 4268 & certificate of practice no. 5143) a Practicing Company Secretary were appointed as Secretarial Auditors of the Company for the financial year 2016-17. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is attached as Annexure D and forms part of this report.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made there under M/s R. J. Goel & Co., Cost accountants (Firm Registration No. 00026) were reappointed as the cost auditors of the Company for the year ending 31^st March 2017 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the ensuing Annual General Meeting. Further, on the recommendation of the Audit Committee the Board of Directors have also appointed them as Cost Auditors for financial year 2017-18, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2015-16, 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) on 15^th September, 2016.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 of the Companies Act, 2013, during the financial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.

INSURANCE

The Directors confirm that Fixed Assets and Stocks of the Company are adequately insured against fire and allied risk.

LISTING OF SHARES

The shares of the Company 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 Obligations and Disclosure Requirements) Regulations, 2015 in both letter and spirit. A Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor’s is enclosed as part of Corporate Governance Report.

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

In accordance with the requirements of Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure E and form part of this report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure F which forms part of this report. The information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid Rules forms part of this report. However, as per Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company and others entitled thereto. The said information is available for inspection by members at the registered office of the Company during business hours on all working days upto the date of ensuing Annual General Meeting. Any member interested in obtaining a copy thereof, may also write to the Company Secretary at the registered office of the Company.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 forms part of the Board’s Report and is annexed herewith as Annexure G.

PUBLIC DEPOSITS

During the Financial Year 2016-17 your Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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.

There have been no material changes and commitments which affect the financial position of the company between the end of the financial year and the date of this report including change in capital structure.

BUSINESS RESPONSIBILITY REPORT

In terms of the requirements of Regulation 34(2)(f) of the SEBI Listing Regulations, 2015 a report on Business Responsibility forms part of this Annual Report in the format prescribed by SEBI and is available on company’s website www.whirlpoolindia.com

APPRECIATION

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, stock exchanges and depositories, auditors, legal advisors, consultants and business associates. The Directors also take this opportunity to place on record their appreciation for the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

Your Directors look forward to the long term future with confidence.

For and on behalf of the Board of Directors

Place of signature : Gurgaon Arvind Uppal Sunil D’Souza

Date : May 16, 2017 [Chairman & Executive Director] [Managing Director]

DIN 00104992 DIN 07194259

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Mar 31, 2015

Dear Members,

The Directors' are pleased to present their 54th Annual Report and Audited Accounts for the year ended 31st March 2015.

Financial Results (Rs. in lacs)

Particulars For the year ended

March 31, 2015 March 31, 2014

Sales/ Income from 357,777 310,596 operations (including excise duty)

Other Income 3,800 2,793

Profit/ (Loss) before 36,929 23,946 Interest, Depreciation, Extraordinary items & Tax

Interest (64) (142)

Depreciation (6,813) (6,383)

Profit/ (Loss) before tax 30,052 17,421

Provision for Tax (9,001) (5,130) (including deferred tax and wealth tax)

Net Profit/ (Loss) for the year 21,051 12,291

Credit/ (Debit) Balance B/F 43,462 31,171 from previous year

Depreciation adjustment (3,478) -

Profit available for appropriation 61,035 43,462

Surplus/ (Deficit) carried to 61,035 43,462 Balance Sheet

Performance of the Company

During the year ended 31st March 2015 the revenue from operations of the Company was Rs. 357,777 lacs as compared to last year's revenue from operations of Rs. 310,596 lacs up by 15.2%. Profit before tax was Rs. 30,052 lacs as compared to corresponding profit of Rs. 17,421 lacs in the previous year up by 72.5%.

Dividend

No dividend on equity shares has been recommended by the Board for the year ended 31st March 2015 considering the future capital investment plans of the company.

Share Capital

The paid up capital of the company as on March 31,2015 was Rs. 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 no change in the capital structure since previous year.

Subsidiaries, Joint Ventures or Associate Companies

The company does not have any subsidiary, joint venture or associate company during the period of reporting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)

As required under the listing agreement, MD&A is enclosed as Annexure A and is part of this Report.

SALES & MARKETING

Underlying demand in the appliance industry improved in the financial year relative to previous years but remained far below its true potential. We expect demand to improve as the economy gathers momentum. The key areas that Sales and Marketing focused on were:

1. Improving our refrigerator product portfolio by successfully launching products in the mass-premium segment of Frost Free refrigerators, and preparing to launch a whole new mass market Direct Cool refrigerators range in the coming year.

2. Upgrading to C-Pentane across the entire refrigerators range to comply with new regulations.

3. Strengthening our top-load washers range with the launch of Superb Atom series in semi-automatic and White Magic with Express Wash in fully automatic.

4. Implementing Akraman 3.0 to drive conversion at the shop floor, with specific focus on patented Crisp & Grill microwaves, 3D-Cool Extreme Air-Conditioners and Water Purifiers.

5. Increasing brand visibility with mainstream media advertising, in-shop merchandising, out-of-home visibility devices, and enhanced digital presence online and through social networking platforms.

6. Enhancing our e-Commerce initiative by partnering with Flipkart to establish a presence in the fast growing e-tail space.

INTERNATIONAL BUSINESS

Despite weak demand in global markets, our international business actively expanded into new markets, namely Maldives, and achieved strong growth in Myanmar, Nepal and Fiji. The high point of Exports was the significantly higher increase of shipments to Philippines driven by the new range of Refrigerators and Washing Machines launched during the year. There were challenges in major markets like Sri Lanka due to increased presence of local manufacturers. The company addressed this by focusing on channel restructuring and expanded product range, leading to growth in the last quarter of the year.

With focused retail initiatives and products developed with local consumer insights, we expect to continue growing our International Business at a faster pace.

CONSUMER SERVICES

In the year under review, Consumer Service focused on two key deliverables:

* Deliver best-in-class service through differentiated service experience - 'Branded service'

* Evolve our partner operations to become a direct-to-home channel for selling Water Purifiers

Special focus was given to implement and execute business processes and to develop robust IT system to improve organizational efficiency and business profitability. Key processes were re-engineered and systems developed to empower people in the field, doing away with old manual processes. Emphasis was given to processes in our Call Centers; agents now have tools to assist consumers rectify the problem on their own. This not only provides quick resolution and peace of mind to the consumer but also saves cost for the company by avoiding a technician visit. 'Governing Principle Balanced Scorecard' continues to be the flagship governing tool wherein Service Partners are rated on a scale of 1 to 5 on a set of service measures as well as financial integrity parameters. The year has seen significant improvement in service rating scores of category A and B Partners. The Consumer Service team has also kicked off an end-to-end process automation for providing a 'differentiated service experience' to high end consumers.

Operating Excellence has been identified as one of the key elements in our new global strategic framework. A team comprising representatives from each of the Whirlpool regions are in the process of standardizing key consumer care processes globally. To start with, two processes are now tracked globally on a regular basis.

Innovation continues to play a role in the Water Purifier business. We have got an encouraging response to the Direct-to-Home model set up with Service Partners. New models launched in the year through the DTH channel have done well. After-sales care being critical to the success of the water business, exclusive Service Providers for Water business are being appointed in key cities so that our follow-up for periodic maintenance increases, which will also result in an increase in revenue.

Accessories, consumables and maintenance contracts sold through the Service channel continue to grow steadily and contribute to the top line and profitability of the company.

HUMAN RESOURCES - Winning through People

The year 2014-15 saw the Human Resource function take the lead in engaging the organization to deliver outstanding business results. Being an "Employer of Choice" has been our stated intent and to bring this alive we focused sharply on People Excellence, which unleashed individual and collective talents, inspired a winning culture, and created competitive advantage that delivered results beyond expectations.

Whirlpool, Asia South - of which India is the largest unit - was awarded the Chairman's W-Award for Employee Engagement. This acknowledges employees of Whirlpool of India to be the most engaged team in the Whirlpool world. In a study conducted by Aon Hewitt, Whirlpool of India was listed as amongst the top 11 Best Employers in India. This prestigious award makes Whirlpool a part of an elite group of companies in the country.

The journey towards becoming a Best Employer, involved creating a robust talent pipeline for our mid/senior managerial positions. Our Young Leader Program facilitated this objective by identifying and nurturing young leaders from premium campuses. This was supported by our LEAD Program that focused on creating better people leaders.

The year 2014-15 showed our continued focus on building strategic capability within the organization. Initiatives like i-Grow, i-Drive and i-Learn focused on building go-to-market capability in our sales, service and retail workforce. Besides building capability, these initiatives, resulted in high engagement and instilled the spirit of winning amongst the employees.

Whirlpool is committed to enhance the industrial relations climate in and around its factories. This year, too, our focus on the welfare of blue collared workers remained unabated. To promote diversity even at that level, the Pune plant employed approximately 100 women workers in the factory. Besides improving diversity and as a result an inclusive culture, the move enhanced employment opportunity within the region.

The Human Resource function continues to be an active partner to the business, in its journey towards making Whirlpool the Best Home Appliance Company of India. In total 1,560 number of white collar employees were on the rolls of the company during the year ended 31st March 2015.

FINANCE AND ACCOUNTS

In 2014-15, the macro-economic environment showed improvement and saw modest uplift in demand but this has been limited to specific markets and channels, while competitive intensity has risen.

The company's performance has been very encouraging with 16.2% increase in net operating income vs. previous year, resulting in profit before tax higher by 72.5% compared to previous year.

The Company focused on levers of our 3-Phase strategy with particular emphasis on Product Leadership, Channel Excellence and Cost Leadership. Initiatives under these initiatives helped the company grow its revenue and profitability. Working capital, as always, was managed efficiently and led to record generation of cash.

BOARD MEETINGS

During the year ended March 31,2015 four (4) meetings of the Board of Directors were held. Detailed information on the meetings of the Board and dates of the meetings are included in the report on Corporate Governance, which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board. All directors, key managerial personnel and senior management have confirmed to comply with the company's Code of conduct.

The independent directors have confirmed and declared that they fulfil the criteria of independence as per the provisions of Section 149 (6) of the Companies Act, 2013 and are not disqualified to act as an independent director. The Board is also of the opinion that the independent directors fulfil the independence requirement in strict sense and are eligible to continue as Independent Director of the company. No director resigned from the company during the reporting period.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments 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) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Article 115 of the Articles of Association of the Company Mr. Vikas Singhal retires by rotation and being eligible offer himself for re-appointment.

Mr. Vikas Singhal aged 48 years has over 25 years of rich and diverse experience, working with top notch global organizations. He began his carrier as a graduate trainee with Carrier Aircon, the global leader in Refrigeration & Air Conditioning. Subsequently he was with Delphi Automotives, Owens Brockway and Piramal Enterprises in various leadership positions.

Previous to joining Whirlpool, he served as V.P Manufacturing and Technology, Piramal Enterprises, Glass Division. Ranging from Manufacturing Operations to Supply Chain, Project Management, New Business Development, Vikas has dealt with a broad continuum of business facets. He holds a B.Tech degree in Industrial Engineering from IIT Roorkee and a PGDBM from XLRI Jamshedpur.

The Board recommends his re-appointment.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS

Mr. Arvind Uppal

Mr. Arvind Uppal (DIN 00104992) was appointed as Chairman & Managing Director for a period of three years w.e.f. April 1, 2013 by the shareholders in its Annual General Meeting held on 14th August 2013 and his current term expires on 31st March 2016. Board in its meeting held on 20th May 2015, subject to approval of shareholders, approved the re-appointment of Mr. Arvind Uppal as Chairman & Executive Director for a period of five years commencing from 22nd June 2015.

Mr. Anil Berera

Mr. Anil Berera (DIN 00306485) was appointed as Whole Time Director for a period of three years w.e.f. 3rd November 2011 at a remuneration approved by shareholders in its Annual General Meeting held on 6th August 2012. His office as whole time director is due for renewal with effect from 3rd November, 2014. Board in its meeting held on 20th May 2015, subject to approval of shareholders, approved the re-appointment of Mr. Anil Berera as Executive Director & CFO with effect from 3rd November, 2014.

Mr. Vikas Singhal

Mr. Vikas Singhal (DIN 02262421) was appointed as Whole Time Director for a period of three years w.e.f. 8th May 2012 at a remuneration approved by shareholders in its Annual General Meeting held on 6th August 2012. His term as whole time director is due for renewal with effect from 8th May 2015. Board in its meeting held on 20th May 2015, subject to approval of shareholders, approved the re-appointment of Mr. Vikas Singhal as Whole Time director with effect from 1st April 2015.

Mr. Sunil A. D'Souza

The Board in its meeting held on 20th May 2015 appointed Mr. Sunil A. D'Souza, as an Additional Director of the Company effective from 22nd June 2015, pursuant to the provisions of Article 107 of the Articles of Association of the Company read with Section 161(1) of the Companies Act, 2013. Mr. Sunil A. D'Souza holds office as director of the company up to the date of the ensuing Annual General Meeting but is eligible for appointment as a Director. A notice under Section 160(1) of the Act has been received signifying its intention to propose Mr. Sunil A. D'Souza as a candidate for the office of Director of the Company. The Board also appointed Mr. Sunil A. D'Souza as the Managing Director of the Company for a period of five years effective from 22nd June 2015, subject to approval of the Members.

Details of the proposal for appointment and re-appointment of above directors are mentioned in the explanatory statement under Section 102 of the Companies Act, 2013 of the Notice of the 54th Annual General Meeting.

Except Mr. Vikas Singhal who holds 2,700 Equity shares none of the other directors proposed for appointment or re-appointment are holding any shares/ convertible instruments of the Company.

The boards recommend their appointment/re-appointment.

KEY MANAGERIAL PERSONNEL

As on 31st March 2015, company has following key managerial Personnel In compliance with the provisions of Section 203 of the Companies Act, 2013.

1. Arvind Uppal - Chairman and Managing Director

2. Anil Berera - Executive Director & Chief Financial Officer

3. Vikas Singhal - Whole Time Director

4. Mr. Ravi Sabharwal - Company Secretary

Mr. Anil Berera, Executive Director was appointed as key managerial personnel (CFO) of the company in terms of provisions of Sec. 203 of the Companies Act, 2013 with effect from 19th May 2014. Mr. Sunil A. D'Souza, has been appointed as an Additional and Managing Director of the Company with effect from 22nd June 2015.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

REMUNERATION POLICY & BOARD EVALUATION

The Board on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, senior management and their remuneration, including criteria for determining qualifications, positive attributes, independence of directors, board diversity. Remuneration Policy of the company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The manner in which the performance evaluation of the board and its committees thereof, the chairman and the directors individually has been carried out has been explained in the Corporate Governance Report.

RELATED PARTIES DISCLOSURES

Related party transactions are reviewed and approved by Audit committee and are also placed before the Board for necessary approval. The Company has developed a related party transactions manual, standard operating procedures for the purpose of identification and monitoring of such transactions.

The board has approved policy for related party transactions which is available on company's website at following link:http://www. whirlpoolindia.com/PDF/Related_Party_Policy_Whirlpool.pdf

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) is attached as Annexure B.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

AUDIT COMMITTEE

The Audit committee held four (4) meetings during the year. The members of the audit committee are:- Mr. Anand Bhatia, Chairman - Independent Director

Mr. Simon J. Scarff, Member - Independent Director

Mr. Sanjiv Verma, Member - Independent Director

Ms. Sonu Bhasin, Member - Independent Director

Mr. Anil Berera, Member - Executive Director

Mr. Anand Bhatia, Chairman of the Committee has adequate financial and accounting knowledge.

The Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. 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.

Mr. Ravi Sabharwal, Company Secretary, is Secretary of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

Whirlpool of India's initiatives under CSR is focused towards:

1. Promoting employment enhancing vocational skills for employability of youth.

2. Cultivating community development plans in the vicinity of our factories based on needs and priorities of the host communities.

During the financial year 2014-15, Whirlpool touched the lives of many under-privileged people through programmes to meet the above goals. Programmes were selected to better their future and thereby create empowered citizens of our country.

Skill Development Program:

Whirlpool has chosen "Skill Development" as its flagship CSR program. We imparted vocational training to almost 1,900 youths across India through training partners recognized by National Skill Development Corporation (NSDC). Training imparted was in two domains, viz. "Field Service Engineer" following the Qualification Pack (QP) prescribed by Electronics Skill Sector Council of India (ESSCI) and "Retail Sales Associate" following the QP defined by Retailers Association Skill Council of India (RASCI). Assessment was conducted by authorized Assessment Agencies and successful candidates were awarded NSDC certification while all received a participation certificate from Whirlpool. Employment of successful candidates was a key area of focus and placement was obtained for approximately 50% of candidates. Through our subject expertise, we were able to upgrade the curriculum for the course and strive to continuously better the infrastructure. In 2015-16, we aim to empower approximately 2,000 youth through similar training programmes.

Community Development Program:

Whirlpool has embarked on a community program in villages adjoining its manufacturing facility in Ranjangaon. The programme - "Integrated Child Development Program" is being implemented through "Community Aid & Sponsorship Programme (CASP)", a Pune based organization committed to sustainable development and strengthening of child, family and community. Whirlpool's intervention involves sponsorship of 300 children in three villages adjacent to the plant. Identifying children as the building blocks of society and education as the most powerful tool, this programme aims to provide all-round development to needy students through their Classes VII- X. Executing the programme includes providing text books and stationery as well as preventive healthcare actions. Engagement with village elders and the family of the sponsored children, as a means to sustain the programme, is an important element of the programme.

Whirlpool has also supported other worthy causes notable among which is a donation to Goonj, a reputed NGO, towards providing relief for flood affected victims of Jammu & Kashmir.

As per the provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy (available on company's website www.whirlpoolindia.com) and further details of the CSR activities are contained in the Annexure - C forming part of this Report.

RISK MANAGEMENT POLICY

The Company has formulated a policy and process for risk management. The company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of the risks. Risk management forms an integral part of management policy and is an ongoing process integrated with operations.

Company has identified various strategic, operational and financial risks which may impact company adversely; however, management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the company.

VIGIL MECHANISM

Details of establishment of vigil mechanism are disclosed in the corporate governance report and is also available on company's website at www.whirlpoolindia.com

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The Audit Committee has recommended to the Board, the re-appointment of M/s S. R. Batliboi & Co. LLP, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of 56th Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at the subsequent Annual General Meetings and the necessary resolution for their re-appointment as statutory auditors is placed before the shareholders at the 54th Annual General Meeting.

The auditor's report does not contain any qualification or adverse remarks.

Secretarial Auditors

The board had re-appointed Mr. N. C. Khanna (membership no. 4268 & certificate of practice no. 5143) a practicing Company Secretary for carrying out secretarial audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-2015. The report of the secretarial auditor is annexed to this report as Annexure D. The report does not contain any qualification or adverse remarks.

Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, had re-appointed M/s R. J. Goel & Co., Cost accountants (Firm Registration No. 00026) as Cost Auditors of the Company, for the Financial Year 2015-16, for conducting the audit of the cost records maintained by the Company for the various products as mandated by the Central Government, pursuant to its order dated 30th June, 2014 and any amendments thereof, subject to the ratification of the remuneration to be paid to the Cost Auditor by the shareholders in ensuing Annual general meeting.

A certificate from them has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under of Section 141 of the Companies Act, 2013 and rules framed there under.

The Company had filed the Cost Audit Report for FY 2013-14 on 6th September, 2014, which is within the time limit prescribed under the Companies (Cost Audit Report) Rules, 2011.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 of the Companies Act, 2013, during the financial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.

INSURANCE

The Directors confirm that Fixed Assets and Stocks of the Company are adequately insured against fire and allied risk.

LISTING OF SHARES

Company's equity shares are listed at BSE Ltd. and National Stock Exchange of India Ltd.

CORPORATE GOVERNANCE

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as part of Corporate Governance Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".

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

In accordance with the requirements of Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure E and form part of this report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure to this Report and forms part of this report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Directors' Report is being sent to all members of the Company excluding the aforesaid information. The information on employees' particulars will be available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure F.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013 as Annexure G.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following(s):

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

3. There have been no material changes and commitments which affect the financial position of the company between the end of the financial year and the date of this report including change in capital structure.

ACKNOWLEDGEMENT

The Company's growth has been achieved by continued support from all its stakeholders. The Company's partners- different stakeholders, Customers, Suppliers, Employees, Investors, Community Members, Banks & Financial Institutions have been instrumental in the Company's success. Your Director's wish to place on record their sincere thanks to these partners. The Directors' would also like to express their appreciation to various agencies of Central & State Government for their continued support.

For and on behalf of the Board of Directors

Place of : Gurgaon Arvind Uppal Anil Berera signature [Chairman & [Executive Director & Date : May 20, 2015 Managing Director] Chief Financial Officer] DIN 00104992 DIN 00306485

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Mar 31, 2014

Dear Members,

The Directors'' are pleased to present their 53rd Annual Report and Audited Accounts for the year ended 31st March 2014

Financial Results (Rs. in lacs) Particulars For the year ended March 31, 2014 March 31, 2013

Sales/ Income from operations (including excise duty) 310,596 303,650

Other Income 2,795 2,046

Profit/ (Loss) before Interest, Depreciation, Extraordinary items & Tax 23,946 24,249

Interest (142) (300)

Depreciation (6,383) (6,032)

Profit/ (Loss) before tax 17,421 17,917

Provision for Tax (including deferred tax and wealth tax) (5,130) (5,142)

Net Profit/ (Loss) for the year 12,291 12,775

Credit/ (Debit) Balance B/F from previous year 31,171 18,396

Profit available for appropriation 43,462 31,171

Surplus/ (Deficit) carried to Balance Sheet 43,462 31,171

Performance of the Company

During the year ended March 31, 2014 the revenue from operations (including excise duty) of the Company, was Rs. 310,596 Lacs as compared to last year''s revenue from operations of Rs. 303,650 Lacs up by 2.3%. Profit before tax was Rs. 17,421 Lacs as compared to corresponding profit of Rs. 17,917 Lacs in the previous year.

Dividend

No Dividend on equity shares has been recommended by the Board for the year ended 31st March 2014 considering the future capital investment plans of the Company.

Management Discussion and Analysis Report (MD&A)

As required under the listing agreement, MD&A is enclosed as Annexure A and is a part of this Report.

SALES & MARKETING

The slowdown in consumer appliances industry, which started in 2011, continued in the financial year 2013-14. External factors continue to remain challenging, commodity inflation continued to be high, the sharp depreciation of the rupee in June 2013 and incremental costs to meet tighter energy efficiency norms in Frost Free Refrigerators and Air Conditioners led to higher consumer prices. Other inflationary pressures, such as the calibrated increase in diesel prices, contributed to the Consumer Price Index remaining above the 10% level for whole of FY2013-14. The above factors impacted consumer demand and overall negative growth in consumer durable industry.

In this challenging situation, the focus of Sales and Marketing was as follows:

1) Continue to draw consumer insights from structured and informal research, to plough into product innovation, brand and communication development.

2) Build on the new products launches and introduction of a wide range of new finishes in both Frost free and Direct Cool refrigerator categories.

3) Launch of Project Akraman 2.0 ensured improved distribution network and better product mix. It extended the depth and width of the distribution across towns by ensuring availability of extensive range of products across stores, thereby ensuring better margins to the trade.

4) Extension and consolidation of Brand Shops initiatives.

5) E-Commerce - As part of the aggressive digital strategy, company launched ''W-Store'' (E-commerce site) for online purchase of your Company products from anywhere at their convenience. The initial response to this new initiative has been very encouraging. The Whirlpool website has also been revamped and a mobile version of the site has been developed so that the same environment and experience can be created for customers interacting with the brand on their mobile phones.

6) Early this year our new Brand Positioning, ''Whirlpool. Designed to Delight.'' was unveiled. This is the first step in the journey of attaining Brand Leadership position in line with our product leadership strategy. The new Brand positioning revolves around the consumer, which means that everything we do is centered around the consumer, be it the way our products are designed or the innovative and intuitive technology that goes into making our Products more intelligent and the way we communicate with our consumers.

INTERNATIONAL BUSINESS

During financial year 2013-14 the International Business Division witnessed major challenges in two of our largest export markets. There was a major business restructuring in Australia resulting in all our Refrigerator''s export shipments to Australia on hold for several months. Further one of our big markets i.e. Sri Lanka, went the protectionist way with increased tariffs and additional duty benefits for local manufacturers. Due to this, the market structure underwent fundamental changes with local products dominating and our pricing becoming uncompetitive. The company is currently formulating its new strategy to counter these challenges.

Apart from the above company delivered healthy growth in the rest of the markets, in spite of a soft demand scenario all across emerging markets. In the neighboring region Bangladesh in particular performed well. We have started exploring opportunities in new markets like Myanmar, initial response has been positive. Along with Myanmar, Nepal and Philippines will provide growth potential for our export business in future. In Philippines our brand is strong, recently the company has developed a range of products customized for Philippines which should generate substantial volume for the company. Our business in Middle East Africa is moving at a steady pace too. With focused approach these emerging markets, the export business is expected to grow at a healthy pace.

CONSUMER SERVICES

In the year under review, the consumer service function of the Company was primarily focused to deliver on the following:

- Deliver best in class service through differentiated service experience – ''Branded service''

- Evolve partner operation as a direct to home channel

Efforts were put in to drive call center experience through processes and good governance. With a full fledged ''state-of-the-art'' training academy the focus was to improve the overall installation experience and right diagnostics through in house training. ''Governing principle'' balanced score card was introduced as a measure to rate the service partners on a scale of 1 to 5 on parameters covering service delivery, process and system. This paid off well as there was a clear migration of service partners from lower to higher levels and also gave a tool for the business people to take corrective action.

With exciting new water products introduced in the service channel, the ''direct to home'' channel leveraged the already established service network. Various ''go to market'' strategies like water testing, product demonstration and cold calls assisted the category to grow. Existing Whirlpool homes enabled the service folks to share the product and its benefit and also forge a long term relationship. This is paying off through recurring filter business.

The revenue stream is making steady growth with focus on accessories, power solutions and contract business. This has not only paid off to Whirlpool through improved business but also allowed the service partner to mitigate their cost.

HUMAN RESOURCES - Winning through People

In 2013-14 the Human Resource function played a crucial role in partnering with business to deal with a tough business scenario. The key focus was to keep the workforce engaged, retain key talent and build capability.

To win at the marketplace, we invested heavily on the sales force capability development. Through the initiative of i-Grow, this initiative not only resulted in significant improvement in the front end sales manager''s engagement levels but also sustaining high spirit of winning in sales force.

Our commitment towards building leaders was evident in designing career paths for young leaders and supporting it with multiple developmental initiatives. The Whirlpool Service Academy trained more than 1,200 engineers to enhance their engineering skills.

Our sustained people efforts were recognized by employees as well as by the external world. The engagement scores improved to 85% and Whirlpool was also recognized as top 5 Great Place to Work in manufacturing sector and Best Company on Employer Branding by Great Place to Work Institute.

FINANCE AND ACCOUNTS

In 2013-14 the fiscal, Macro Economics environment continue to remain challenging with high Inflation, decline in GDP growth from 5 points to 4.5 points, significant increase in consumer prices leading to negative consumer sentiments. As a result, the declining trend continued for the 3rd year in the consumer durables industry.

Against this background, your Company performance has been very encouraging with 2.5% increase in net income vs. previous year, however overall cost challenges impacted Profit before tax which declined by 2.8% compared to previous year. We continue to remain one of the most profitable company in our Industry.

In this highly inflationary and declining demand environment your Company''s key focus was on introduction of new innovative products in the market and implementation of strong cost take out programs. The new product line structure and mix management helped the Company in maintaining / improving overall Profitability. In this tough operating environment, effective working capital management helped in higher generation of Cash for the Company, part of which was utilized Platform up gradation and other Capex initiatives.

DIRECTORS

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

In accordance with the provisions of the Companies Act, 1956 and the Article 115 of the Articles of Association of the Company Mr. Anil Berera and Mr. Anand Bhatia retire by rotation and being eligible offer themselves for re-appointment.

Mr. Anil Berera is Whole time Director of the company and key managerial person designated as Executive Director – Finance & Chief Financial Officer. He is a Bachelor in commerce and Chartered Accountant with over 30 years of rich working experience in finance, accounts, treasury, taxation and general management. He joined the Company in March 2007 as Chief Financial Officer for India Operations and was promoted as Chief Financial Officer & Vice President (Asia South). He has held several key positions in finance and accounts in many organizations including Gillette, Becton Dickinson and PricewaterhouseCoopers. He is not a Director in any other Company.

Mr. Anand Bhatia is an Independent non Executive Director of the Company and is an Economics graduate from Cambridge University (U.K). He has over 30 years of working experience at senior level with Unilever Plc worldwide. Currently he is a director in (1) EID parry (India) Limited (2) HGS Private Limited (3) Sowar Private Limited. He is on your Board since 2001 and is also the Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Mr. Anand Bhatia being a non executive independent director is liable to retire by rotation as of now, impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Anand Bhatia as Independent Director for five consecutive years for a term up to 31st March, 2019.

Ms. Sonu Bhasin was appointed as an Additional Director of the Company effective from 4th February, 2014, pursuant to the provisions of Article 107 of the Articles of Association of the Company read with section 260 of the Companies Act, 1956 (Now Section 161(1) of the Companies Act, 2013). Ms. Sonu Bhasin holds office up to the date of the forthcoming Annual General Meeting of the Company and a notice has been received proposing Ms. Sonu Bhasin as a candidate for the office of Director of the Company.

Ms. Sonu Bhasin is a B.Sc. from St. Stephen''s College, Delhi University and an MBA from Faculty of Management Studies, Delhi University. She has over 27 years of experience working in various Leadership positions in organizations like Tata group, ING Vysya Bank, Axis Bank, Yes Bank etc. Currently she is working as Chief Operating Officer with Tata Capital Limited. She is on your Board from February 2014.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Sanjiv Verma and Mr. Simon J Scarff as Independent Directors for five consecutive years for a term up to 31st March, 2019. Details of the proposal for appointment of Mr. Sanjiv Verma and Mr. Simon J Scarff are mentioned in the explanatory statement under Section 102 of the Companies Act, 2013 of the Notice of the 53rd Annual General Meeting.

Mr. Sanjiv Verma (holding DIN 00079498) is an engineering graduate from IIT. He has over 23 years of experience working in various leadership positions. At present he is the CEO of Embrace Innovations. His previous assignments have included CEO of Davita India, and prior to that General Manager South East Asia and Managing Director of Baxter Healthcare. His strengths lie in strategic thinking and tactical skills for business growth and profitability. His leadership skills include analytical abilities and people management in multinational and multicultural environment. He has experience of the ''not for profit'' sector as founder trustee of an NGO in chronic healthcare. He has been on your board since 2009, and is also a member of the Audit committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee.

Mr. Simon J Scarff is an Independent Non Executive Director of the company. He worked for over 23 years with Smithkline in various capacities and had last served as Non Executive Director & Chairman of GlaxoSmithKline Consumer Healthcare Limited up to 30th April 2013. In 1999 he was awarded the prestigious honour of the Officer of the Order of the British Empire by Her Majesty, The Queen of England. He is on the Board of your Company since 2001 and is also a member of the Audit Committee and Nomination & Remuneration Committee.

None of the directors proposed for appointment or re-appointment are holding any shares/ convertible instruments of the Company.

AUDITORS

The Audit Committee has recommended to the Board, the re-appointment of M/s S. R. Batliboi & Co. LLP, the present Auditors of the Company as statutory auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of 56th Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at the subsequent Annual General Meetings and the necessary resolution for their re-appointment as statutory auditors is placed before the shareholders at the 53rd Annual General Meeting.

FIXED DEPOSITS

As at 31st March 2014, no Fixed Deposits was held by the Company.

LISTING OF SHARES

Company''s equity shares are listed at Bombay Stock Exchange Ltd. and National Stock Exchange Ltd.

AUDIT COMMITTEE

The Audit Committee held four (4) meetings during the year. The Members of the Audit Committee are:- Mr. Anand Bhatia, Chairman - Independent Director Mr. Simon J. Scarff, Member - Independent Director Mr. Sanjiv Verma, Member - Independent Director Mr. Anil Berera, Member - Executive Director

Mr. Anand Bhatia, Chairman of the Committee has adequate financial and accounting knowledge.

The Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. 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.

Mr. Ravi Sabharwal, Company Secretary, is Secretary of the Audit Committee.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments 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 or loss of the company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 205C of the Companies Act, 1956, during the financial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.

CORPORATE GOVERNANCE

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as part of Corporate Governance Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".

INSURANCE

The Directors confirm that Fixed Assets and Stocks of the Company are adequately insured against fire and allied risk.

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

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of

particulars in the report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto (Annexure B) and form part of this report.

PERSONNEL

As required by the provisions of Section 217 (2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure C to this Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary either at the registered office or Corporate Office of the Company.

ACKNOWLEDGEMENT

The Company''s growth has been achieved by continued support from all its stakeholders. The Company''s partners, different Stakeholders, Customers, Suppliers, Employees, Investors, Community Members, Banks & Financial Institutions have been instrumental in the Company''s success. Your Directors wish to place on record their sincere thanks to these partners. The Directors'' would also like to express their appreciation to various agencies of Central & State Government for their continued support.

For and on behalf of the Board of Directors

Place of signature : Gurgaon Anil Berera Arvind Uppal

Date : May 19, 2014 [Executive Director & [Chairman & Chief Financial Officer] Managing Director] DIN 00306485 DIN 00104992

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Mar 31, 2013

The Directors'' are pleased to present their 52nd Annual Report and Audited Accounts for the year ended 31st March 2013 Financial Results

(Rs. in lacs)

Particulars For the year ended

March 31, 2013 March 31, 2012

Sales/ Income from operations (including excise duty) 3,03,650 2,85,047

Other Income 2,366 1,230

Profit/ (Loss) before Interest, Depreciation, Extraordinary items & Tax 24,249 23,539

Interest (300) (438)

Depreciation (6,032) (4,970)

Profit/ (Loss) before tax 17,917 18,131

Provision for Tax (including deferred tax and wealth tax) (5,142) (5,758)

Net Profit/ (Loss) for the year 12,775 12,373

Credit/ (Debit) Balance B/F from previous year 18,396 11,575

Profit available for appropriation 31,171 23,948

Interim Dividend on Preference Shares - (142)

Tax on Dividend - (26)

Transfer to Capital Redemption Reserve - (5,385)

Surplus/ (Deficit) carried to Balance Sheet 31,171 18,396

Performance of the Company

During the year ended March 31, 2013 the sales (including excise duty) of the Company, was Rs.3,03,650 Lacs as compared to last year''s sales of Rs.2,85,047 Lacs up by 6.5%. Profit before tax was Rs.17,917 Lacs as compared to corresponding profit of Rs.18,131 Lacs in the previous year.

Dividend

No Dividend on equity shares has been recommended by the Board for the year ended 31st March 2013 considering the future capital investment plans of the Company.

Management Discussion and Analysis Report (MD&A)

As required under the listing agreement, MD&A is enclosed as Annexure A and is a part of this Report.

SALES & MARKETING

Financial Year 2012-2013 witnessed a severe contraction of demand for Consumer Durables in general and Home Appliances in particular, continuing a trend that started in the previous financial year. Three factors contributed to demand slowing down. First, food inflation continued to be high through all of 2012-13. Second, in spite of slowing demand commodity and fuel inflation did not abate resulting in frequent increases in the price of products. Finally, depreciation of the rupee was a key factor that led to further price increases. In the final analysis, the twin impact of shrinking disposable income and high cost of goods led to deferment of purchase of items like appliances and other durables, which essentially are discretionary in nature. This was reflected in the Index of Industrial Production, the country''s primary barometer for factory output, where production in the Consumer Durable sector has consistently been in negative territory.

In addition to the adverse macro economic factors, the brief summer witnessed in 2012 did not help. Summer accounts for approximately 40 % of annual sales. However, late onset of summer in most parts of the country led to lower offtake of summer products like Refrigerators and Air Conditioners with most retailers reporting no growth in the year''s most salient season.

Despite these headwinds, your company was able to outperform the industry on the back of successful product launches. The company had launched a slew of new products across 6 categories - Refrigerators, Washing Machines, Air Conditioners, Microwave, Water Purifiers and Built-in kitchen appliances in 2012. A key feature of the April 2012 product launch was the emphasis on premium and super premium segments, an area that your company sees as an opportunity and on which it will allocate resources in the quarters to follow. Some of the products launched are described below.

1. Neo I-Chill Frost Free Refrigerators with a unique Deep Freeze Technology which cools 50% faster

2. IceMagic Direct Cool Refrigerators, which makes ice 40% faster

3. WhiteMagic 1-2-3 Nxt with new and advanced 6th Sense technology, that removes 16 types of stains

4. A suite of Built-in kitchen appliances designed in Europe including Coffee maker, Oven, Microwave Oven, Hob, Hood and Dishwasher. This product range targets the super premium segment of home appliances with their sleek design and latest technology.

5. Purafresh range of wall mounted RO Water Purifiers with MES (Mineral Enhancement System) which adds back essential minerals after the purification process is completed.

6. MagiCook 1-2-3 Microwave Oven with simplified, sequential user interface and 64 auto-cook menus, highest in the 20 L segment.

The new product line-up is a consequence of incisive consumer insights drawn from extensive market research and testing. Combined with Whirlpool''s intuitive and intelligent ''6th Sense'' technology, the new range of products contains a high degree of consumer-relevant innovation and comes with Whirlpool''s assurance of high performance, design and quality. The new portfolio supported by investment in advertising and promotion, enabled your company to expand distribution and grow market share. Alternate channels of distribution were explored for Water Purifier. While retaining presence in the appliance trade, your company leveraged the service channel to introduce a Direct-to-Home business model.

Brand presence was augmented in the digital space, where the reach and involvement of premium end consumers is high. This medium will be leveraged innovatively to receive a higher share of advertising dollars. The first step in this direction has been to revamp the brand''s website and enable e-commerce for a limited set of products, primarily accessories and consumables.

INTERNATIONAL BUSINESS

During the year under review, the export business of the Company achieved a turnover of Rs.185 Cr which represents flat growth over last year. Given the exceptionally difficult demand conditions and volatile currency situation in international markets, particularly Australia and Europe, this achievement is commendable.

Neighbouring markets in SAARC region performed well. Over the last few years, this region has grown consistently and today accounts for almost half our export turnover. Nepal and Bangladesh, in particular, witnessed high growths of 50% . In Nepal, Whirlpool opened Exclusive Brand Outlets which has provided a fillip to the brand''s visibility. In Bangladesh the company signed up with new distributors and embarked on a project to significantly expand retail coverage.

Sharp focus on market development and partnership with stakeholders continues in our strong markets of Australia and Sri Lanka. Despite sharp contraction in demand in both these markets, Whirlpools brand strength helped in holding volumes to previous year''s level.

Your company has also started business in Thailand with the launch of Neo I-Chill Frost Free Refrigerators which we see as a source of immense growth. Plans are afoot to launch the range in Philippines too, in the near future. We have seen renewed interest from partners in Middle East & Africa, after the Neo I-Chill refrigerators were introduced in Dubai. We have reason to believe that the new Frost Free range will generate healthy demand in most of our export markets.

Going forward, the Company remains very optimistic about the prospects of the Exports business. The I-Chill and IceMagic range, with its international aesthetics and world class quality, presents an opportunity to expand our business in several markets and deliver high growth in the coming year.

CONSUMER SERVICES

In the year under review, your company invested substantial resources to ensure that the quality of service delivery can qualify as "Best in Class". The investment was in two areas: expansion of service network and training. The establishment and inauguration of a state-of-the-art training centre exclusively for Service personnel called "Whirlpool Service Academy" is a tangible manifestation of the function''s intent and commitment to deliver a positive customer experience. Uncompromising Customer Care (UCC), a pioneering initiative copied by others in the industry, has been expanded and is not only delivering good results and helping us differentiate our service offering in the market place.

The revenue stream of Consumer Service is growing steadily as a result of addition of new value added accessories to our catalogue. More importantly, we have a healthy innovation pipeline and are confident that the new products we launch will create value for both consumers and company.

As mentioned earlier, the service network is leveraged to establish a Direct to Home business model for Water Purifiers. The need for water testing, product detailing, product demonstration and filter replenishment makes this an ideal channel to grow your company''s water business. Indeed, the intention of the service function is to use its vast network to knock on doors beyond existing Whirlpool homes, using water products as a bridge to forge new relationships and adding value by offering consumers the right solution for their water problems.

HUMAN RESOURCES

The year 2012-13 saw the Human Resource function partner strongly with the business to manage the hostile business environment. The foremost priority of the HR team was to sustain the Spirit of Winning, key drivers of which were talent retention, capability development, culture and communication.

HR rallied and aligned the organisation around the company''s long term strategy and short term imperatives. The goal setting process was deployed through your company''s online system and reinforced through cross functional meets to build common understanding and drive excellence.

Career architecture frameworks were specifically designed and deployed in the organisation to bring visibility and clarity to individuals careers. Growth opportunities were created and the year saw 80% more role changes than the previous year. Improving Managerial Effectiveness, a key management competency, continued to receive extraordinary focus. Specific feedback on one''s managerial ability was gathered through a managerial skill survey, followed by a skill building workshop where 150 managers were trained to become better and more effective supervisors. These initiatives helped your company get a healthy score on Managerial Skills and helped increase Employee Engagement scores as well.

Employee Engagement initiatives acquired a greater sense of purpose too. Focus group discussions were conducted across the country and employee centric action plans were initiated. The quarterly ''Everyone Connect'' teleconference which connects every employee across the country to the Leadership remains a key platform for periodic two-way communication. The interactive intranet site ''W-Connect'' continues to be a popular forum for employees to express themselves.

Our commitment towards grooming young leaders found expression in the Emerging Leader Development Program meant for first-time people managers. The Critical Thinking and Communication Skills Workshop and Project Management Course were continued to enhance execution capability. Specific focus was applied on improving "Art of People Assessment - Interviewing Capability".

Indeed, the initiatives outlined above resulted in an increase in Employee Engagement Score to 83%, placing Whirlpool of India Limited, amongst the highest in the Whirlpool world.

FINANCE AND ACCOUNTS

The 2012-13 fiscal was a tough year for the consumer durables industry. Macro Economic indicator continue to be negative. GDP growth down from 6.5 points to 5.0 points, has resulted in slow down in Industry and low demand. In addition, sharp devaluation of the rupee and unabated commodity inflation spiked up input costs that necessitated frequent pricing actions, further softening demand. As a result, the consumer durables industry continue to be declining trend for 2nd consecutive year.

Against this background, your Company''s net income were up by 4.7% versus the previous year and profit before tax was marginally down by 1.2% due to higher operation cost led by Inflation. Under the extremely challenging business environment described earlier, this is a very creditable performance with overall profitability and fiscal management still being the best in the industry.

In view of demand being low, your Company continues to focus on Cost and Cash. Several actions were taken to improve volume and category mix. All new product launches were made to improve market share and volume. Relentless pressure was applied on controlling discretionary expenditure and working capital management. Cash generation from operations remained strong even in this volatile environment, enabling your Company to finance planned investments internally without recourse to external debts. Indeed, your Company has invested over Rs.80 Crore in platform upgrades to produce more energy efficient and superior performing appliances.

DIRECTORS

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

In accordance with the provisions of the Companies Act, 1956 and the Article 115 of the Articles of Association of the Company, Mr. Simon J Scarff and Mr. Sanjiv Verma retire by rotation and being eligible offer themselves for reappointment.

Mr. Simon J Scarff, is an Independent Non Executive Director of the company. He worked for over 23 years with Smithkline in various capacities and had last served as Non Executive Director & Chairman of GlaxoSmithKline Consumer Healthcare Limited up to 30th April 2013. In 1999 he was awarded the prestigious honour of the Officer of the Order of the British Empire by Her Majesty, The Queen of England. He is on the Board of your Company since 2001 and is also a member of the Audit Committee and Remuneration Committee.

Mr. Sanjiv Verma is an Engineering Graduate from Indian Institute of Technology (IIT). He has over 27 years of experience working in various leadership positions. His last assignment was as General Manager India and SEA, & Managing Director Baxter India. Currently he is a Director of J. V. D. Health Pvt. Ltd. He is Founder Trustee of Chronic Health Care Foundation of India. His key strengths are Strategic thinking and influencing skills for business growth and profitability, Business Leadership skills, Analytical capabilities, People Management in a multicultural, multinational environment. He is on your Board since 2009 and is also a member of the Audit Committee and Remuneration Committee.

The current tenure of Mr. Arvind Uppal as Chairman and Managing Director expired on 31st March 2013 and has been re- appointed by the Board of Directors with effect from 1st April 2013 for a period of three years subject to approval of shareholders in the ensuing Annual General Meeting. Mr. Arvind Uppal was appointed as a Managing Director for a period of three years with effect from February 16, 2005 which was renewed further for three years by the shareholders in its Annual General Meeting held on 18th September 2008 and 19th July 2010 respectively. He was appointed as Chairman of your Company with effect from 27th January 2010. Mr. Arvind Uppal is a B.Tech from IIT Delhi and is a post graduate in Management from the Faculty of Management Studies, Delhi. He has over 25 years of experience in Business Development, International Marketing and General Management. Prior to joining Whirlpool he was with Nestle in India and overseas. He is a Director in two other Indian companies, i.e. Tuscan Ventures Private Limited, Akzo Nobel India Limited.

AUDITORS

Members are requested to appoint Auditors for the current year on a remuneration to be fixed by the Board as per the Notice for the Annual General Meeting. M/s S. R. Batliboi & Co. LLP, the present Auditors of the Company. M/s S. R. Batliboi & Co. LLP have furnished a certificate of their eligibility for reappointment under Section 224 (1B) of the Companies Act, 1956. The Board recommends their reappointment as Auditors for the Financial Year 2013-14.

The Board has taken note of the observations and remarks made by the Auditors in their Report on Statutory payments.

The observation made by auditors on slight delay in payment of statutory dues is self explanatory. The Company has taken effective steps to streamline the statutory payments.

FIXED DEPOSITS

As at 31st March 2013, no Fixed Deposits was held by the Company.

LISTING OF SHARES

Company''s equity shares are listed at Bombay Stock Exchange Ltd. and National Stock Exchange Ltd.

AUDIT COMMITTEE

The Audit Committee held four (4) meetings during the year. The Members of the Audit Committee are:-

Mr. Anand Bhatia, Chairman - Independent Director

Mr. Simon J. Scarff, Member - Independent Director

Mr. Sanjiv Verma, Member - Independent Director

Mr. Anil Berera, Member - Executive Director

Mr. Anand Bhatia, Chairman of the Committee has adequate financial and accounting knowledge.

The Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. 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.

Mr. Ravi Sabharwal, Company Secretary, is Secretary of the Audit Committee.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments 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 or loss of the company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the annual accounts on a going concern basis.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 205C of the Companies Act, 1956, during the financial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.

CORPORATE GOVERNANCE

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as part of Corporate Governance Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".

INSURANCE

The Directors confirm that Fixed Assets and Stocks of the Company are adequately insured against fire and allied risk.

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

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto (Annexure B) and form part of this report.

PERSONNEL

As required by the provisions of Section 217 (2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure C to this Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary either at the registered office or Corporate Office of the Company.

ACKNOWLEDGEMENT

The Company''s growth has been achieved by continued support from all its stakeholders. The Company''s partners- different stakeholders, Customers, Suppliers, Employees, Investors, Community Members, Banks & Financial Institutions have been instrumental in the Company''s success. Your Directors wish to place on record their sincere thanks to these partners. The Directors'' would also like to express their appreciation to various agencies of Central & State Government for their continued support.

For and on behalf of the Board of Directors

Place : Gurgaon Anil Berera Arvind Uppal

Date: May 14, 2013 [Whole Time Director] [Chairman & Managing Director]

DIN 00306485 DIN 00104992

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Mar 31, 2012

The Directors' are pleased to present their 51st Annual Report and Audited Accounts for the year ended March 31, 2012.

Financial Results

(Rs. in lacs)

Particulars For the year ended

March 31, 2012 March 31, 2011

Sales/ Income from operations (including excise duty) 285,047 289,912

Other Income 1,230 2,580

Profit/ (Loss) before Interest, Depreciation, Extraordinary items & Tax 23,539 28,940

Finance Cost (438) (565)

Depreciation (4,970) (4,451)

Profit before Tax 18,131 23,924

Provision for Tax (including deferred tax) (5,758) (7,321)

Net Profit/ (Loss) for the year 12,373 16,603

Credit/ (Debit) Balance B/F from previous year 11,575 5,969

Profit available for appropriation 23,948 22,572

Interim Dividend on Preference Shares (142) (457)

Proposed Dividend on Preference Shares - (539)

Tax on Dividend (26) (152)

Transfer to Capital Redemption Reserve (5,385) (9,849)

Surplus/ (Deficit) carried to Balance Sheet 18,396 11,575

Performance of the Company

During the year ended March 31, 2012 the sales of the Company, was Rs.285,047 Lacs as compared to last year's sales of 289,912 Lacs down by 1.7%. Profit before tax was Rs.18,131 Lacs as compared to corresponding profit of Rs.23,924 Lacs in the previous year. The marginal decline in turnover was due to flat to negative industry growth.

Dividend

No Dividend on equity shares has been recommended by Board for the year ended 31st March 2012 considering the future capital investment plans of the Company.

The Company declared an interim dividend on preference shares @Rs.1 per share amounting to Rs.141.63 Lacs along with final redemption of 53,850,000 preference shares which was paid to the shareholder along with the redemption amount on pro rata basis till the date of redemption. The shareholders may declare the interim dividend as final dividend.

Preference Shares

The Company had issued 15,23,42,500 10% Redeemable Non-Convertible Cumulative Preference Shares of Rs.10 each to Whirlpool Canada Holding Company in the year 2005 redeemable at the end of twenty years with call and put options for redemption to the Company and Shareholder respectively.

The Company had already redeemed 9,84,92,500 Preference Shares on request of the shareholder using the put option up to the financial year ended 31st March 2011.

During the financial year ended 31st March 2012, your Board of Directors in its meeting held on 09th May 2011 approved the redemption of the balance 5,38,50,000 10% Redeemable non convertible Cumulative preference shares of Rs.10 each along with pro-rata dividend till the date of redemption. The Preference shares were fully redeemed and payment was made on 6th July 2011 to the shareholder along with pro rata dividend.

Management Discussion and Analysis Report (MD&A)

As required under the listing agreement, MD&A is enclosed as Annexure A and is a part of this Report.

Sales & Marketing

The year 2011- 2012 was a challenging year for the consumer durable industry, arising from a host of macro-economic factors. The economy witnessed a slowdown in GDP growth, compounded by rising interest rates necessitated to control inflation, which put pressure on household disposable income. Further, unabated commodity inflation necessitated frequent price increases adversely impacting demand. As a result, the home appliance industry experienced negative growth rates of 5% and 17% in the second and third quarter of 2011 respectively and the market remained flat to negative for the financial year.

During this period, your Company focused relentlessly on cost, productivity and sales mix to protect short term profitability while continuing to make appropriate investment for new product launches and innovations to drive long term share and profitability. Over the recent past, your Company invested over Rs.100 crore in platform upgrades to produce better energy efficient and superior performing appliances. This investment will enable your Company to revamp almost 70% of its portfolio which would be Best-in-Class with respect to meeting consumers' needs in terms of core performance, style, and energy/resource efficiency.

During the year, your Company launched the following products:- - A 8 kg high-performance top load washing machine with 3600 variator plate technology (VARI) to provide a wash performance better than a front load machine while offering the convenience of a top load machine. The product met with instant success and has become a leader in its segment.

- A 3-Door 440 L Frost Free Refrigerator under the "Protton World Series" range.

- The ACE Wash Station range was expanded to include capacities of 6. 8 Kg & 7.0 Kg and were well appreciated by trade and consumers. The product helped in creating a wider distribution footprint for the Company's washing machines in smaller towns.

- "Built-in Kitchen Appliances" targeted towards the mass and premium segments. These high end appliances will improve the imagery of the brand. The products will be distributed through Kitchen Manufacturers in selected cities.

In March 2012, your Company announced the launch of 160 SKU's in 6 categories which would enter stores in a phased manner in the next 3-6 months. As a part of this range two new Refrigerator models in 190 L & 215 L capacities in 48 SKUs was launched in March 2012 and will be the key driver to grow market share in the fastest growing segment of Direct Cool Refrigerators. The initial response has been very positive.

Expansion of distribution is fundamental in a developing country like India. The products launched in March 2012 were unveiled across 120 locations through Dealer Meets, which act as a forum for sub-dealers to see the new products and interact with Company officials. This event since 2009, has been a regular feature of Whirlpool's strategy of partnering with trade - not only strengthens the bond with our existing customers but helps enlisting new dealers.

Home Shopping has become a significant channel in our country. Your Company was among the first in home appliances to enter this channel. A significant part of our Microwave volume comes from this channel.

Exports

During the year under review, the export business of your Company achieved a turnover of Rs.188 Crores which represents 11% growth over last year. Given the difficult demand conditions and volatile currency situation in international markets, this achievement is commendable.

The neighboring markets in SAARC region performed excellently and delivered a sales growth of over 50%. This is the second consecutive year of exponential growth resulting in doubling of business in 3 years. A special mention should be made of Sri Lanka and Nepal markets which have shown exceptional growth. In Sri Lanka expansion of distribution and aggressive promotional activity resulted in high growth while structural network changes in Nepal combined with consumer relevant products have delivered growth. During the year Whirlpool brand shops were also inaugurated in prime locations of Kathmandu city. In Bangladesh, Whirlpool Microwaves gained consumer acceptance and are becoming increasingly popular.

In line with our government's focus on diversifying our export markets, your Company has made an aggressive foray into South America. Today your Company's products are available in Peru, Bolivia, Argentina, Chile, and Caribbean Islands. Your Company is also striving to tap unexplored potential in many Middle East and African markets which are relatively under penetrated.

Apart from the above, our traditional focus on key markets like Australia continues to remain strong. During the last Financial Year your Company has developed highly advanced products for the Australian market, both in terms of product design and energy efficiency. Several innovative features specifically for Australian consumers have been built into these products This is expected to pay rich dividends in the coming year.

Another new development is the export of Air Conditioner, which has made a modest beginning in the last financial year. Air Conditioners is the fastest growing category in many emerging markets and has the potential to become a significant export business over the next few years.

Going forward, your Company remains very optimistic about the new range of Refrigerators being rolled out in India in 2012, which is in line with latest international trends in aesthetics, features and energy efficiency. This is expected to spur a higher growth in our international business during Financial Year 2012-13 and beyond.

Consumer Services

Your company has continued to focus on providing the best in class service. Uncompromising Customer Care (UCC), launched in 2009-10 has now been expanded to major cities across the country. The current coverage is 85% of registered calls. There hasbeen a significant improvement in the UCC scores across the country. This process is a unique innovation and a critical brand differentiator, widely accepted by trade partners and valued by consumers.

During the last financial year, several Best-in-Class service projects were initiated. One such is the establishment of a Training Academy to cater to the training needs of Service Engineers focusing both on technical and soft skills training. The number of man days on training has gone up significantly and there is a positive change in the quality of service rendered, validated by the improvement in trade satisfaction survey carried out in every region.

The Service business continues to generate revenue and profits for your Company. Innovation played a huge role in the business contribution of 2011-12 with products like batteries, liquid detergents etc. delivering the units revenue goals. The innovation pipeline is healthy and new products should help the function deliver breakthrough results in the 2012-13 period.

Human Resources

The year 2011-12 saw your Company improve its reputation further as an 'Employer of Choice'. Whirlpool was not only ranked as one of the 'Best Employers in India 2011', but also - for the first time - we got recognized beyond national boundaries to be ranked as one of the 'Best Employers in Asia Pacific 2011' by the AON Hewitt Best Employers study. The Employee Engagement Score (EES) of 82% for Whirlpool of India Limited continued to be one of the highest in the Whirlpool world. The high level of workforce engagement helped drive critical business levers.

Given the dynamic business environment, the Human Resource team focused on creatively managing talent retention, capability development, culture and communication. The endeavor was to boost employee morale so as to sustain the Spirit of Winning.

We strengthened the embedment of 'Extraordinary Performance and Results' by taking it online and continued to provide our key players and critical position holders with differentiated compensation and growth opportunities. Nearly 35% more role changes and growth opportunities were provided to employees to deliver on our value proposition of 'Early Differentiated Roles'.

Managerial Effectiveness was identified as a key focus area to drive higher productivity and engagement levels. As the first step, over 100 people managers were provided specific feedback on their managerial ability through a managerial skill survey. Furthermore, every people manager in the organization will be taken through a 'Leading People @ Whirlpool' program. Nearly 40 employees have already participated in this program. Apart from this, almost 180 people managers were trained in the 'Art of Dialoguing' workshops to enable them to conduct career and performance conversations.

To sustain 'connect' with employees across levels, the Employee Engagement initiatives acquired a greater sense of purpose. Focus group discussions were conducted across the country and employee centric action plans were drawn out and are currently under implementation. The HR team organized several employee connect initiatives through quarterly 'Everyone Connect' calls and skip meetings. The reward & recognition program was renewed to empower senior managers and enable them to recognize and celebrate success. The interactive employee intranet site 'W connect' was continuously leveraged to give each employee a forum to express their voice.

Key Organizational Capability Building initiatives such as Organization Leadership Development Program (for Directors and Senior Directors), Emerging Leader Development Program (for first time people managers) were successfully concluded to gear up the organization for a high growth agenda. We also continued the Project Management and Change Management programs to enhance execution capability. All managers were covered in the 'Foundations of Whirlpool' online courses. These courses enable employees to understand your Company's values and objectives, as well as fundamental operational capabilities. Apart from this, we continuously encourage managers to leverage Whirlpool University for virtual learning and self development.

Apart from HR initiatives, the team also partnered in the business agenda by conducting a cutting edge international workshop on 'Innovation' where relevant members were trained on tools & techniques for practicing innovation. Finally, a key initiative called 'Customer First' was launched to sensitize employees and build a culture of customer centricity.

Finance and Accounts

The 2011-12 fiscal was a tough year for the consumer durables industry. During the last year and till date, we witnessed low demand because of slow down in GDP growth, supply constrained inflation, high interest rates and mounting fiscal deficit. In addition, sharp devaluation of the rupee and unabated commodity inflation spiked up input costs that necessitated frequent pricing actions, further softening demand. As a result, the consumer durables industry declined.

Against this background, your Company's net sales were marginally lower by 1.68% versus the previous year and profit from operations was down by 24%. Under the extremely challenging business environment described earlier, this is a very creditable performance with overall profitability and fiscal management still being the best in the industry.

In view of demand being low, your Company focused on Cost and Cash. Several actions were taken to improve volume and category mix, augment export revenue, and revise pricing to offset rising input costs. Relentless pressure was applied on controlling discretionary expenditure and working capital management. Cash generation from operations remained strong even in this volatile environment, enabling your Company to finance planned investments internally without recourse to external debts. Indeed, your Company has invested over Rs.100 Crores in platform upgrades to produce more energy efficient and superior performing appliances.

Directors

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

In accordance with the provisions of the Companies Act, 1956 and the Article 115 of the Articles of Association of the Company Mr. Arvind Uppal and Mr. Anand Bhatia retire by rotation and being eligible offer themselves for reappointment.

Mr. Anand Bhatia, Independent Non Executive Director of the Company is an Economics graduate from Cambridge University (U.K). He has over 30 years of working experience at senior level with Unilever plc worldwide. Currently he is a Director in (1) EID Parry (India) Limited (2) HGS Private Limited (3) Sowar Private Limited. He is on your Board since 2001 and is also the Chairman of the Audit Committee, Remuneration Committee and Shareholders Grievance Committee.

Mr. Arvind Uppal was appointed as Managing Director of the Company effective from February 16, 2005. Mr. Arvind Uppal is a B.Tech from IIT Delhi and is a post graduate in Management from the Faculty of Management Studies, Delhi. He has over 25 years of experience in Business Development, International Marketing and General Management. Prior to joining Whirlpool he was with Nestle in India and overseas. He was appointed as Chairman of your Company effective from 27th January 2010. He is a Director in two other Indian Companies, i.e. Tuscan Ventures Private Limited & Akzo Nobel India Limited. Currently he is Chairman & Managing Director of Whirlpool of India Limited.

During the year Mr. Robert Lawrence Mink resigned from Board effective from 31st August 2011 and Mr. Syed Shahzad Akhtar resigned from Board effective from 31st March 2012.

Mr. Anil Berera, aged 52 years is Bachelor in commerce and Chartered Accountant with over 30 years of rich working experience in finance, accounts, treasury, taxation and general management. He joined the Company in March 2007 as Chief Financial Officer for India Operations and was promoted as Chief Financial Officer & Vice President (Asia South). He has held several key positions in finance and accounts in many organizations including Price Water House Coopers, Gillette and Becton Dickinson. He is not a Director in any other Company.

Mr. Vikas Singhal has been appointed as Whole Time Director of the Company effective 8th May, 2012. Mr. Vikas Singhal aged 45 years has over 23 years of rich and diverse experience, working with top notch global organizations. He began his carrier as a graduate trainee with Carrier Aircon, the global leader in Refrigeration & Air Conditioning. Subsequently he was with Delphi Automotives, Owens Brockway and Piramal Enterprises in various leadership positions. Previous to joining Whirlpool, he served as V.P. Manufacturing and Technology - Piramal Enterprises- Glass Division. Ranging from Manufacturing Operations to Supply Chain, Project Management, New Business Development, Vikas has dealt with a broad continuum of business facets. He holds a B.Tech degree in Industrial Engineering from IIT Roorkee and a PGDBM from XLRI Jamshedpur. He has been in Whirlpool for 7 years. He was also a Director of the Company from July 2008 to March 2010. He is not a Director in any other Company.

Mr. Anil Berera and Mr. Vikas Singhal vacate the office of Director at this Annual General Meeting. The Board considers that it would be in the interest of the Company to appoint Mr. Anil Berera and Mr. Vikas Singhal as a Whole Time Director of the Company. Shareholders' approval is sought as a special resolution for the appointment and approval of remuneration for Mr. Anil Berera and Mr. Vikas Singhal.

Auditors

Members are requested to appoint Auditors for the current year on a remuneration to be fixed by the Board as per Item No. 5 of the Notice for the Annual General Meeting. M/s S. R. Batliboi & Co., the present Auditors of the Company have, under Section 224 (1B) of the Companies Act, 1956 furnished a certificate of their eligibility for reappointment. The Board recommends their reappointment as Auditors for the Financial Year 2012-13.

The Board has taken note of the observations and remarks made by the Auditors in their Report on Statutory payments.

The observation made by auditors on slight delay in payment of statutory dues is self explanatory. The Company has taken effective steps to streamline the statutory payments.

Fixed Deposits

As at 31st March 2012, no Fixed Deposits was held by the Company.

Listing of Shares

Company's equity shares are listed at Bombay Stock Exchange and National Stock Exchange.

Audit Committee

The Audit Committee held four (4) meetings during the year. The Members of the Audit Committee are:-



Mr. Anand Bhatia, Chairman - Independent Director

Mr. Simon J. Scarff, Member - Independent Director

Mr. Sanjiv Verma, Member - Independent Director

Mr. Anil Berera, Member - Executive Director

Mr. Anand Bhatia, Chairman of the Committee has adequate financial and accounting knowledge.

The Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. It is a practice of the Committee to extend an invitation to the Managing Director , Executive Director and Cost Auditor to attend the meeting as and when required.

Mr. Ravi Sabharwal, Company Secretary, is Secretary of the Audit Committee.

Directors' Responsibility Statement

The Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments 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 or loss of the Company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the annual accounts on a going concern basis.

Transfer to Investor Education and Protection Fund

In terms of the provisions of Section 205C of the Companies Act, 1956, during the financial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.

Corporate Governance

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as part of Corporate Governance Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".

Insurance

The Directors confirm that Fixed Assets and Stocks of the Company are adequately insured against fire, allied and other risk.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto (Annexure B) and form part of this report.

Personnel

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure C to this Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors' Report is being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary either at the registered office or Corporate Office of the Company.

Acknowledgement

The Company's growth has been achieved by continued support from all its stakeholders. The Company's stakeholders - Partners, Customers, Suppliers, Employees, Investors, Community Members, Banks & Financial Institutions - have been instrumental in the Company's success. Your Directors wish to place on record their sincere thanks to these partners. The Directors' would also like to express their appreciation to various agencies of Central & State Government for their continued support.

For and on behalf of the Board of Directors

Place : Gurgaon Anil Berera Arvind Uppal

Date: May 8, 2012 [Whole Time Director] [Chairman & Managing Director]

DIN 00306485 DIN 00104992

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Mar 31, 2011

The Directors are pleased to present their 50th Annual Report and Audited Accounts for the year ended March 31, 2011.

Financial Results

(Rs. in lacs) Particulars For the year ended

March March 31, 2011 31, 2010

Sales/ Income from operations (including excise duty & Discounts) 327,566 268,030

Other Income 2,812 2,338

Profit/ (Loss) before Interest, Depreciation, Extraordinary items & Tax 28,940 26,456

Interest (565) (827)

Depreciation (4,451) (3,968)

Profit/ (Loss) before Extraordinary

Items & Tax 23,924 21,661

Voluntary Retirement Compensation (including amortization of previous year) -- (940)

Profit/ (Loss) before tax 23,924 20,721

Provision for Tax (including deferred tax and wealth tax) (7,321) (6,219)

Net Profit/ (Loss) for the year 16,603 14,502

Credit/ (Debit) Balance B/F from previous year 5,969 <82)

Profit available for appropriation 22,572 14,420

Interim Dividend on

Preference Shares (457) (4,177)

Proposed Dividend on Preference Shares (539) (3,047)

Tax on Dividend (152) (1,227)

Transfer to Capital Redemption Reserve (9,849) --

Surplus/ (Deficit) carried to Balance Sheet 11,575 5,969

Performance of the Company

During the year ended March 31, 2011 the sales of the Company, was Rs. 327,566 Lacs, up by 22%. Profit before tax and extra ordinary items was Rs. 23,924 Lacs as compared to corresponding profit of Rs. 21,661 Lacs in the previous year. The performance of the Company during the year surpassed all its previous milestones of turnover, profit, cash generation. This performance has been achieved by focusing on new product launches, product mix, management, effective working capital management and cost effective initiatives.

Dividend

Dividend on equity shares is not recommended for the year ended March 31, 2011 as your management had to first redeem 15,23,42,500 10% Redeemable non convertible Cumulative preference shares of Rs.10 each with call and put option for redemption.

The Board of Directors declared an interim dividend on 10% Redeemable non convertible Cumulative preference shares of Rs. 10 each, for the financial year ended March 31, 2011 @Rs. 1 per share on redemption of 9,84,92,500 preference shares which was paid to the shareholder along with the redemption amount aggregating to Rs. 457.43 Lacs. The Board has recommended a final dividend on balance 5,38,50,000 10% Redeemable non convertible Cumulative preference shares of Rs. 10 each for the financial year ended March 31, 2011 @Rs. 1 per share aggregating to Rs. 538.50 Lacs.

Preference Shares

The Company had issued 15,23,42,500 10% Redeemable Non-Convertible Cumulative Preference Shares of Rs. 10 each to Whirlpool Canada Holding Company in the year 2005 redeemable at the end of twenty years with call and put options for redemption to the Company and Shareholder respectively.

The Company had redeemed 9,84,92,500 Preference Shares on request of the shareholder using the put option and payment was made to the preference shareholders along with pro-rata dividend till the date of redemption during the financial year.

Your Board of Directors have passed a resolution in its meeting held on May 09, 2011 to redeem the balance 5,38,50,000 10% Redeemable non convertible Cumulative preference shares of Rs. 10 each along with pro-rata dividend till the date of redemption on or before August 31, 2011.

Management Discussion and Analysis Report (MD&A)

As required under the listing agreement, MD&A is enclosed as Annexure A and is a part of this Report.

Sales & Marketing

The year 2010-11 witnessed contrasting market conditions. The first quarter saw robust consumer demand across all categories and revenue grew in strong double digits. However, subsequent quarters saw moderation in growth primarily due to two factors: (1) food inflation which impacted consumer demand and (2) unabated commodity inflation which necessitated frequent price increases, further dampening demand. Your Company adapted itself to the different scenarios, focusing on volume when the conditions were good and profitability as growth moderated. A number of actions were taken to protect margin: better sales mix, controlling discretionary expenditure, and freezing recruitment. Where your company did not compromise was in investment in innovation and expansion of distribution. Keeping with Whirlpools tradition of bringing out first-to-market products with consumer relevant design and feature innovations, we launched 4 products that quickly achieved marketplace success.

- A 3-Door Frost Free Refrigerator marketed as Protton was launched in 300 & 300 L capacities which attained >30% market share in the very first year. Your Company has firm plans to enlarge this portfolio and broaden the appeal to a larger consumer base.

In Air Conditioners, your Company grew by over 100% on the back of a larger range in Split Air Conditioners in the Mastermind Aviator and Mastermind Chrome series. The range was further enhanced with the introduction of two new series - Mastermind Protton and Mastermind Elegance in Q4. Whirlpool now has an enviable range of high performance Air Conditioners with different options in styling, color and graphics, energy ratings and price points for consumers to choose from.

- ACE Wash Station - was launched in the semi automatic segment of Washing Machine. This highly innovative product, distinguished by its unique design and platform for sorting clothes, became a leader in its segment within 3 months of launch, demonstrating how low cost innovation can create value even in a commoditized market segment.

2 new models of Microwaves were launched in the year

helping the category grow by > 40%. We continue to have a very robust pipeline of new products which would be launched in ensuing quarters.

Following the 3600 brand activation programme of 2009-10 that saw increased visibility of the Whirlpool brand, your Company maintained round the year presence in key media through different campaigns: ACs, followed by 3-door refrigerator campaign in summer, and Ace during the festival season. Use of Outdoor and Out-of-Home channels continued and >6500 screens in the latter run our campaigns throughout the year.

The key emphasis of the brand in 2010-11 went beyond visibility to focus on increasing brand affinity, with initiatives to enhance the level of consumer engagement with the brand. Three initiatives taken during the year are described below.

Ek Jodi Kapda: Your Company launched this campaign during Onam in Kerala (August 2010) and its success saw it extend into an all-India campaign during Diwali. Ek Jodi Kapda is a platform created for contributing clothes for the under-privileged sections of our society. The cause, implemented in partnership with a leading NGO Goonj, was endorsed by Shabana Azmi and advertised on TV, Radio and Print, supported by huge on-ground activation such as branded vans and opening of collection centres at retail counters. By facilitating a platform where consumers could bring happiness to the less privileged in the festive period, Whirlpool strengthened its credentials as a caring company that believed in creating happiness not only for its customers but for the community at large. The result of this campaign was staggering: 180 tons of clothes were collected across the country with more than 25 lakh consumers directly engaging with the brand during this time.

Road Shows: A massive consumer contact program was done on Refs and Aircon category at the start of the summer season, particularly in towns where Whirlpool presence was weak. This helped in expanding billing points in the smaller towns of the country.

- Social Media: Your Company engaged with the consumers directly through Facebook and Twitter and we have more than 1 Lakh fans on our website with whom we have a continuous dialogue every day.

Your Company continues to expand distribution by opening up distributors in smaller towns. The dealer contact programme

initiated a couple of years ago has become a biannual event with the first conducted at the onset of summer and the second prior to the festive season. Over 10,000 dealers across the country are contacted on each occasion during which old relationships are strengthened and new ones started. Your Company also created a new format of exclusive Brand Shops, focusing on large urban centres. Approximately 70 such outlets were operational as we exited the year. There are plans to expand the footprint of Brand Shops in the ensuing quarters.

Finally, your Company restructured the front end of the organization to improve execution and bring focus on emerging businesses. (a) It merged the Sales & Service at the regional level. This change was done to have a single point of ownership in improving the pre and post purchase experience and hasten speed in decision making. (b) To accelerate growth in new businesses it strengthened the regional structure by having dedicated business managers for Air Conditioners & Microwaves, Power Accessories and Water Purifiers.

Exports

During the year under review, the Export business of the company achieved a turnover of Rs.169 Crore. This achievement was in the face of appreciating Indian Currency and steep increase in the raw material cost.

Our neighboring markets in the SAARC region performed excellently and delivered a volume growth of over 80%. We expect to maintain the momentum in these markets through range and network expansion in these low penetrated markets.

The new range of Mastermind and Proton World Series Refrigerators were launched in Australia and initial results are encouraging. We achieved breakthrough in select Latin American markets with our No-Frost Range. This has laid the foundation for entering other markets in that region. In Middle East, Europe and Africa, we were able to expand our range and advance into select CIS Markets despite competitive market conditions. Further geographic expansions in African markets were achieved through our range of Semi Automatic Washers. South East Asia continues to deliver steady volumes, particularly Philippines.

Going forward, the acceleration of new product development in India and investment in new platforms will translate to a wider product range for export markets. Your Companys focus on low cost innovation will also benefit the export business for low income economies.

Consumer Services

Uncompromising Customer Care, launched in 2009-10, where the consumer is the focal point in deciding quality of service rendered, continued in 2010-11 with amazing results. The system has been well received by consumers and it is now an accepted basis for rewarding our Service Partners, with performance parameters being raised periodically. Similar success was achieved on other service measures such as Same Day Completion, Open Calls and Reminder Calls, which directly impact consumer satisfaction.

Expansion of service footprint went hand in hand with expansion of distribution. The Service function continued to contribute to your Companys revenue through the sales of a unique range of accessories and consumables, which registered profitable growth over the previous year.

We are very confident and moving rapidly towards our goal of providing "Best in Class Service".

Human Resources

The year 2010-11 saw your Company continue to consolidate its reputation as an Employer of Choice with Whirlpool being voted amongst the "Top 20 Best Companies to work for in 2011" by the Hewitt Best Employers study. The Employee Engagement Score (EES) of 85 for Whirlpool of India Limited was the highest in the Whirlpool world. The high engagement of the workforce helped drive critical business levers.

Given the high growth environment, the team in Human Resource focused on creatively managing Talent Retention, Capability Development, Culture and Communication. The endeavor was to boost morale so as to sustain the Spirit of Winning. We strengthened the embedment of the 5 point "Extraordinary Performance and Results "by taking it online. We continued to provide our key players and critical position holders with differentiated compensation and growth opportunities.

Managerial effectiveness was identified as a key focus area for higher productivity and engagement levels. As a first step towards this, we have covered 100 plus managers through a managerial skill survey which provided them specific feedback on their managerial ability. This will continue to be a focus area going forward as well.

To sustain the connect with employees at all levels the Employee Engagement initiative took off with great spirit and vigor. Focus Group Discussions were conducted across India and Employee Centric Action plans were drawn out and under implementation. The leadership team took ownership to drive four big leadership actions which impacted employee engagement in the organization. This year the HR team organized several connect initiatives with the employees through quarterly Everyone Connect calls, Skip Meetings and celebrating success during Employee Reward and Recognition programs. An interactive employee intranet site "WConnect" was launched which gives each employee a means to express their voice.

Key Organizational Capability Building initiatives such as Organization Leadership Development Program (for Directors and Senior Directors), Emerging Leader Development Program (for first time people managers), and Project Breakthrough (for Branch Sales Managers) were successfully concluded to gear up the organization for an exponential growth agenda. We also launched project management and change management programs to enhance execution capability. All managers were covered in the "Foundations of Whirlpool" through online courses to understand your Companys values and objectives as well as fundamental operational capabilities. Indeed, we continuously encourage managers to leverage Whirlpool University for virtual learning and self development.

To sustain high growth and profitability, we introduced floating manpower in our manufacturing units which helped us in mitigating challenges of rising costs and manpower shortage while at the same time ensuring production targets were met.

Finance and Accounts

During the last fiscal, your Company delivered yet another year of strong business results continuing its journey of sustainable and profitable growth. Top line growth was 22% against a moderate volume growth of 12% and improvements were registered in all operating metrics. The performance is creditable as it was achieved in an extremely challenging business environment characterized by (a) high food inflation that slowed down growth, (b) spike in commodity costs that put margins under pressure, and (c) a fiercely competitive marketplace.

Key enablers of your Companys 2010-11 performance were successful low cost innovations in Refrigerators and Washers, a richer product mix, exponential growth in Air Conditioners and Microwaves, and relentless focus on discretionary spends. Our focus on cost is now well embedded but cost take outs in 2010-11 were unable to fully mitigate the commodity inflation and hence price increases were necessary. These initiatives helped in protecting margin and we remain one of the most profitable players in the industry. Our cash generation remains strong and we are able to finance our investment from internal accruals.

Overall, your Companys performance during the past fiscal year is a solid reflection of our strong brand, innovation led- growth, good fiscal management, and depth of talent. This strong foundation will stand us in good stead in continuing our journey of sustainable profitable growth.

Directors

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

In accordance with the provisions of the Companies Act, 1956 and the Article 115 of the Articles of Association of the Company Mr. Sanjiv Verma and Mr. Simon James Scarff retire by rotation and being eligible offer themselves for re- appointment.

Mr. Sanjiv Verma is an Engineering Graduate from Indian Institute of Technology (IIT). He has over 27 years of experience working in various leadership positions. His last assignment was as General Manager India and SEA & Managing Director, Baxter India. Currently he is a Director of J. V. D. Health Pvt. Ltd. and Devita Renal Care India Private Limited. He is Founder Trustee of Chronic Health Care Foundation of India. He is on your Board since 2009 and is also a member of the Audit Committee.

Mr. S.J.Scarff, Independent Non-Executive Director of the company is the Non-Executive Director and Chairman of GlaxoSmithKline Consumer Healthcare Ltd. He worked for over 23 years with Smithkline with specific reference to Marketing. In 1999 he was awarded the prestigious honour of the Officer of the Order of the British Empire by Her Majesty, The Queen of England. He is on the Board of your Company since 2001 and is also a member of the Audit Committee and Remuneration Committee.

Auditors

Members are requested to appoint Auditors for the current year on a remuneration to be fixed by the Board as per Item No. 4 of the Notice for the Annual General Meeting. M/s S. R. Batliboi & Co., the present Auditors of the Company have, under Section 224 (1B) of the Companies Act, 1956 furnished a certificate of their eligibility for reappointment. The Board recommends their re-appointment as Auditors for the Financial Year 2011-12.

The Board has taken note of the observations and remarks made by the Auditors in their Report on Statutory payments.

The observation made by auditors on slight delay in payment of statutory dues is self explanatory. The Company has taken effective steps to streamline the statutory payments.

Fixed Deposits

As at March 31, 2011, no Fixed Deposits were held by the Company.

Listing of Shares

Companys equity shares are listed at Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd.

Audit Committee

The Audit Committee held four (4) meetings during the year. The Members of the Audit Committee are:- Mr. Anand Bhatia, Chairman - Independent Director Mr. Simon J. Scarff, Member - Independent Director Mr. Sanjiv Verma, Member - Independent Director Mr. Robert L. Mink, Member - Non-Executive Director

Mr. Anand Bhatia, Chairman of the Committee has adequate financial and accounting knowledge.

The Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. 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.

Mr. Ravi Sabharwal, Company Secretary, is Secretary of the Audit Committee.

Directors Responsibility Statement

The Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments 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 or loss of the company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the annual accounts on a going concern basis.

Transfer to Investor Education and Protection Fund

In terms of the provisions of Section 205C of the Companies Act, 1956, during the financial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.

Corporate Governance

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as part of Corporate Governance Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".

Insurance

The Directors confirm that Fixed Assets and Stocks of the Company are adequately insured against fire and allied risk on a replacement cost basis.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto (Annexure B) and form part of this report.

Personnel

As required by the provisions of Section 217 (2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure C to this Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary either at the registered office or Corporate Office of the Company.

Acknowledgement

The Companys growth has been achieved by continued support from all its stakeholders. The Companys partners- different Stakeholders, Customers, Suppliers, Employees, Investors, Community Members, Banks & Financial Institutions have been instrumental in the Companys success. Your Directors wish to place on record their sincere thanks to these partners. The Directors would also like to express their appreciation to various agencies of Central & State Government for their continued support.

For and on behalf of the Board of Directors

Syed Shahzad Akhtar Arvind Uppal

Place: Gurgaon [Whole Time Director] [Chairman & Managing Director]

Dated: May 9, 2011 DIN 03052558 DIN 00104992

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Mar 31, 2010

The Directors’ are pleased to present their 49th Annual Report and Audited Accounts for the year ended 31st March 2010.

Financial Results

Rs. in lacs

Particulars For the year ended

March March 31, 2010 31, 2009

Sales/ Income from operations (including excise duty & Discounts) 268,030 209,463

Other Income 2,338 1,115

Profit/ (Loss) before Interest, Depreciation, Extraordinary items & Tax 26,456 15,195

Interest (827) (1,732)

Depreciation (3,968) (3,901)

Profit/ (Loss) before Extraordinary

Items & Tax 21,661 9,563

Voluntary Retirement Compensation (including amortization of previous year) (940) (9,43)

Profit/ (Loss) before tax 20,721 8,620 Provision for Tax (including deferred tax and wealth tax) (6,219) (1,278)

Fringe Benefit Tax - (290)

Net Profit/ (Loss) for the year 14,502 7,052

Credit/ (Debit) Balance B/F from previous year (82) (7,134)

Profi t available for appropriation 14,420 (82)

Dividend on Preference Shares (7,224) -

Tax on Dividend (1,227) -

Surplus/ (Defi cit) carried to Balance Sheet 5,969 (82)

Performance of the Company

During the year ended March 31, 2010 the sales of the Company, was Rs. 2,680 Crores, up by 28%. Profi t before tax and extra ordinary items was Rs. 216.61 Crores as compared to corresponding profi t of Rs. 95.63 Crores in the previous year. The performance of the Company during the year surpassed all its previous milestones of turnover, profi t, cash generation, working capital and inventory management. This performance has been achieved by focusing on new product launches, product mix, management, effective working capital management and cost effective initiatives.

Dividend

Dividend on equity shares is not recommended for the year ended 31st March 2010 due to past accumulated losses and payment of dividend of previous years on 10% Redeemable non convertible Cumulative preference shares of Rs.10 each.

The Board of Directors declared the accumulated dividend as an interim dividend on 15,23,42,500 10% Redeemable non convertible Cumulative preference shares of Rs.10 each, for the fi nancial years ended March 31, 2006, 2007 & 2008 @ Rs.1 Per share for each fi nancial year. The Board has recommended a fi nal dividend on 15,23,42,500 10% Redeemable non convertible Cumulative preference shares of Rs.10 each for the fi nancial year ended March 31, 2009 and March 31, 2010 @Rs.1 per share for each fi nancial year.

Management Discussion and Analysis Report (MD&A)

As required under the listing agreement, MD&A is enclosed as Annexure A and is a part of this Report.

Sales & Marketing

The Sales and Marketing approach in 2009-10 was adjusted to changes as they occurred in the external environment. The year started on a cautious note as the gloom of recession was still hovering over the country. The emphasis during this period was on cash and profi tability rather than growth, and the focus was on selling a better mix, control on receivables and inventory. Marketing investment during this period was prudent and in line with market growth. However, as we approached the end of the fi rst quarter, it was evident that the government’s fi scal stimulus was having a positive impact on business and consumer sentiment, signaling the revival of growth. Accordingly, your company’s marketing approach changed and we shifted gear from cautious optimism to aggressive growth manifested by raising volume targets, accelerating the pace of innovation and increasing brand visibility.

Key highlights of Sales & Marketing in 2009-10 were

- Resounding success of WhiteMagic 1-2-3, a fully automatic top load washing machine range launched in 6-7 kg capacity, which grew segment share by 5 percentage points.

- Complete revamp of the Semi-Automatic Washing Machine range, including the introduction of a plastic cabinet line-up.

- Launch of 35 new Split Air Conditioners marketed under the Mastermind Chrome & Mastermind Aviator and 5 new Window Air Conditioners (Mastermind Deluxe and Royale).

- Launch of 8 microwaves in Convection and Grill, marketed as Whirlpool Magicook.

- Launch of a new, premium range of 24 Frost Free Refrigerators in capacities from 300L - 480L under Whirlpool Protton, including a unique fully automatic 3-door format.

- Conducting two large scale dealer contact programmes in September 2009 and March 2010, through which 15,000 dealers were contacted in 130 towns on each occasion.

- Conducting Road Shows for refrigerators - branded “Kabhi Dekha Hai Aise Magic” - in <1 lakh population towns in 8 states.

- Increasing effi ciency in our Distributor channel by focusing on sub-dealer billing numbers and frequency.

- Growing business in Modern Trade where our volume grew by approximately 60%.

- Launching new television campaigns for Purafresh Water Purifi er, WhiteMagic 123 Washing Machine, Whirlpool Protton, Mastermind Air Conditioner and Diwali Festival Offer.

- Association with Kings XI Punjab during the 2010 IPL as Offi cial Cooling Partner and getting prominent players to endorse 4 different categories through separate television commercials.

As is evident from the number of product launches, your company continued product development and innovation even when growth had slowed down, enabling a number of new products to be launched as the business environment improved. Whirlpool’s heritage of launching innovative products with captivating design was maintained in the new launches of 2009-10, introducing a number of industry fi rst features, many of them using Whirlpool’s unique 6th Sense technology. Some of these are:

- WhiteMagic 1-2-3, India’s fi rst user friendly fully automatic washing machine that requires the use of only 3 buttons to operate the machine.

- Protton 3D is India’s fi rst fully automatic 3-door refrigerator with Air Booster System for systematic & odour free storage of frozen food, fresh food & vegetables in three separate compartments. It is equipped with the largest vegetable drawer (34L) in its segment with a Freshness Booster System that ensures lasting freshness for more than a week.

- The new range of Mastermind split air conditioners have India’s fi rst sliding panel that ensures greater air fl ow and protection of internal controls from dust. Its advanced 6th sense MPFI system with a unique 4-in 4-out capillary design gives faster yet more energy effi cient cooling. The 30 minutes fast forward cool system cools powerfully during the fi rst 30 minutes and its Aroma Pure System is a scientifi c combination of fi lters that remove dust and bacteria while emanating a refreshing fragrance.

Your company has recognized the importance of expanding distribution to meet emerging demand in small towns in India. Our immediate focus is on 700 towns with a population of 100,000-500,000 which we believe will emerge as major consumption centers in the years ahead. The Sales system is reviewing our reach in these markets and we plan to add new distributors to expand our distribution width in small towns. Meanwhile, the dealer contact programme and branded road shows will be a regular feature in our calendar of activities.

Energy regulations are becoming stringent. It is now mandatory to declare energy usage in Air Conditioners and Frost Free refrigerators. Your company was among the fi rst to embrace energy standards even when it was voluntary and it has endeavoured to market products with high energy effi ciency. In the period under review, the Frost Free range was upgraded with all products having energy ratings of 4* or 5*. The new range of split air conditioners are 3* and above, as is our DC range.

Whirlpool is already a preferred brand and has been made stronger in the past year. Visibility of the

brand was heightened through a number of low-cost initiatives that encompassed mass media, internet and outdoor. A massive radio blitz was mounted at the start of the summer in April 2009, followed by an unprecedented cinema plan in June-July. The brand was present on Television and Print throughout the year. Our brand logo was enlarged on our cartons and painted on delivery trucks. Dealer Boards and branding of Housing Societies added to the on-street visibility. Our communication was taken to 3900 screens inside important hospitality and personal care outlets, fi tness centers, hospitals and chemists in metros and select states. Strategic alliances were forged with reputed brands and innovative promotions run such as one year’s free supply of Surf Excel with washing machines and Reebok wrist watches with Whirlpool products during Diwali. The brand entered the cricket arena fi rst with on-ground advertising in international one-day fi xtures and subsequently as the offi cial “Cooling Partner” of the Kings XI Punjab in the 2010 edition of IPL. Media interest in the company has grown with Whirlpool being featured in electronic media on more than 20 occasions, and leading business channels now routinely invite Whirlpool on industry and business related subjects.

A number of external recognitions were awarded to Whirlpool in 2009-2010 :

1. It was voted as one of the top 25 Best Employers in India 2009 by Hewitt.

2. The Indo-American Chamber of Commerce rated Whirlpool as the Best US Company in India

3. Whirlpool was conferred the Frost & Sullivan 2009 Business Development Strategy Leadership Award for Residential Point-of-Use Water Treatment Systems in India.

4. WhiteMagic 1-2-3 Washing Machine was voted Product of the Year and received an award for the ‘Best Innovative Product’ in the Washing Machine category. (This is the second time that Whirlpool has been recognized with the ‘Best Innovative Product’ by Product of the Year awarded in 2009 for Frost Free Refrigerators with 6th sense.)

5. Whirlpool was voted The Most Trusted Brand by Reader’s Digest in a survey that included quantitative as well as qualitative rounds of consumer research.

6. Whirlpool’s Genius and WhiteMagic 1-2-3 won GOOD DESIGN , the world’s most prestigious world design award. This award comes from The Chicago Athenaeum: Museum of Architecture and Design and Metropolitan Arts Press Ltd., which presents GOOD DESIGN awards annually to the most innovative and cutting-edge industrial, product and graphic designs produced around the world.

Finally, Brand Whirlpool also contributed to society. It spread its festive theme of “Sab Ka Jashn, Sab ki Jeet” by partnering with an NGO, GiveIndia, to participate in the ‘Joy of Giving Week’ (September 27 - October 3) and contributed an amount generated from sales on September 24, 2009 to the underprivileged in our country.

Exports

The Company’s Export business has achieved a turnover of Rs 197 crores in 2009-10, which represents a 10% growth in turnover over 2008-09. This was achieved in spite of the global recessionary conditions prevailing in most parts of the world. In volume terms too the company recorded 11% growth over last year implying no deterioration in price & mix. The reason behind our success was due to our strategic focus on countries which are less affected by the economic recession, primarily the Oceania region (Australia +New Zealand) and our neighboring markets in the

SAARC region. We are pleased to highlight that our refrigerators manufactured in our ‘State of the art’ Pune facility have achieved market leadership in the demanding Australian market within 2 years of launch. Simultaneously, in the SAARC markets, we were able to achieve healthy growth during the 2nd half of FY10, with the help of a wider product range and revamped network structure. Additionally we recently launched our Professional Series of washing machines in Middle East & South East Asia markets. Moving forward, this range is set to be launched in our global markets and should contribute signifi cantly to our export turnover. As we look ahead, we see the fi rst indications of demand revival in some of our key markets in Middle East/Africa & Latin America. This revival combined with a revamped new series of refrigerators is expected to accelerate exports business growth in the coming years.

Consumer Services

Moving ahead on the journey of “Best in Class” Services, Whirlpool has expanded its “Uncompromising Care Process” across the country which measures the promptness & quality of Service rendered with verifi cation directly from the customer. The locus of control in deciding the quality of service rests with the consumer, which in turn decides the performance & remuneration of the Service Provider. This has been achieved by Improved Infrastructure /people in Upcountry locations for better reach, penetration & improved service delivery.

We continue to improve revenue generation through our touch point with the Consumer. Innovation in our accessories & new categories continue to grow profi tability for the company. The unique combination of our Business Model- Service Delivery & Revenue - is a source of sustainable competitive advantage.

Human Resources

The year 2009-10 saw Whirlpool India make progress in our attempt to be an ‘Employer Of Choice’ with Whirlpool being voted amongst the “Top 25 Best Companies to work for in 2010” by the Great Place to work Institute.

Given the challenging business environment that prevailed in the fi rst two quarters of 2009, the Human Resources Team focused on creating a connect with employees. The target was to boost morale to encourage a spirit of winning and dispel any uncertainties. Our focused approach towards Talent continued and we concentrated on the embedment of a 5 point “Extraordinary Performance and Results system“. We also identifi ed critical positions and key Players. Differentiated compensation and growth opportunities were provided to ensure retention of key talent and successors for all critical positions.

In the light of the global economic meltdown Whirlpool India took several proactive measures towards attaining cost leadership. An intensive Admin. related Cost Reduction Drive was introduced across the Board, with a SMART (Save Money and Reap Tomorrow) Campaign being launched. The program was centered on building a cost culture and the campaign resulted in remarkable savings.

During the year we agreed two Long Term Settlements in our Pondicherry and Pune Plants. We also continued our focus on Lean Manufacturing with MOST Implementation and TPM and a cost leadership drive in Manufacturing.

To increase the Connect with employees at all levels, the Employee Engagement Initiative took off with Great Spirit. Focus Group Discussions were conducted across India and Employee Centric Action plans were drawn out and are being implemented. The leadership team then took ownership to drive four big leadership actions which impacted employee engagement in the organization. This year the HR team organized several family connect initiatives with the employee families through family days and

Celebrating Success during employee reward and recognition programs.

Key Organizational capability building initiatives such as ‘Organisational Leadership Development Programme’ (OLDP) for Directors, ‘Emerging Leadership Development Programme’ (ELDP) for fi rst time Managers and ‘Project Breakthrough’ for Branch Managers were launched to gear up the organization towards an exponential growth agenda. To encourage a self and virtual learning culture, a Whirlpool University and Harvard course were launched on the online platform. Additionally a hassle free online processes was introduced for streamlining several People Processes much to the benefi t of all employees. These included Investment declaration, Form 16, Tax Filling, Policy Manual and My Product Scheme.

With the intention to grow fast, and manage profi tability, the year 2009-10 has indeed been demanding on the people front and all of the above mentioned Human Resource initiatives have ensured that employees are highly engaged and driven to deliver their best.

Finance and Accounts

During the year under review, the Company has shown strong business performance on all fronts. The Company focused on all the key fi nancial parameters, viz. revenue, cost, working capital and cash fl ow. On the cost side, the Company continued with its P3B initiative to optimize the cost footprint including initiatives in “Design to Value” i.e. the product being redesigned to drive cost effi ciencies and enhance margins. During the year the Company became a debt free Company. The Company also achieved its target of highest ever cash generation during the year. The company continues to have a strong focus on cash generation through improvement in inventory and receivables management.

Directors

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

In accordance with the provisions of the Companies Act, 1956 and the Article 115 of the Articles of Association of the Company Mr. Anand Bhatia and Mr. Arvind Uppal retire by rotation and being eligible offer themselves for reappointment. Mr. Anand Bhatia, Independent non Executive Director of the Company is an Economics graduate from Cambridge University (U.K). He has over 30 years of working experience at senior level with Unilever plc. worldwide. Currently he is a director in (1) EID Parry (India) Ltd. (2) HGS Pvt. Ltd. (3) Sowar Pvt. Ltd. He is on your Board since 2001 and is also the Chairman of the Audit Committee, Remuneration Committee and Shareholders Grievance Committee.

Mr. Arvind Uppal was appointed as Managing Director of the Company w.e.f. February 16, 2005. Mr. Arvind Uppal is a B.Tech from IIT Delhi and is a post graduate in Management from the Faculty of Management Studies, Delhi. He has over 22 years of experience in business development, International marketing and General management. Prior to joining Whirlpool he was with Nestle in India and overseas. He was appointed as Chairman of your Company w.e.f. 27th January 2010. He is a director in Tuscan Ventures Private Limited. Currently he is Chairman & Managing Director of Whirlpool of India Ltd. During the year Mr. Vikas Singhal resigned from Board w.e.f. 31st March 2010. Mr. Syed Shahzad Akhtar has been appointed as an Additional Director in the capacity of Whole time Director of the Company w.e.f. 17th May, 2010. Mr. Shahzad joined the Company in January 2009 as head of Sales and was subsequently promoted as VP and General Manager India operations. He is an engineering graduate from the University Of Cambridge and an

MBA from INSEAD, France. He has vast experience of over 20 years in the fi eld of general management and marketing, a large part of which has been with Unilever. During his tenure with Unilever he gained extensive international experience and held positions of increasing responsibility, the last being as the Global Vice President for Unilever’s Fabric Cleaning business based out of the UK. He is not a Director in any other Company.

Mr. Syed Shahzad Akhtar vacates the offi ce of Director at this AGM. The Board considers that it would be in the interest of the Company to appoint Mr. Syed Shahzad Akhtar as a Whole Time Director of the Company. Shareholders’ approval is sought as a special resolution for the appointment and approval of remuneration for Mr. Akhtar.

Auditors

Members are requested to appoint Auditors for the current year on a remuneration to be fi xed by the Board as per Item No. 4 of the Notice for the AGM. M/s S. R. Batliboi & Co., the present Auditors of the Company have, under Section 224 (1B) of the Companies Act, 1956 furnished a certifi cate of their eligibility for reappointment. The Board recommends their reappointment as Auditors for the Financial Year 2010-11.

The Board has taken note of the observations and remarks made by the Auditors in their Report on Statutory payments.

The observation made by auditors on slight delay in payment of statutory dues is self explanatory. The Company has taken effective steps to streamline the statutory payments.

Fixed Deposits

As at 31st March 2010, the amount of Fixed Deposits held by the Company was Rs. 15.27 Lacs. There were no overdue Deposits except Unclaimed Deposits amounting to Rs.2.29 Lacs.

Listing of Shares

Company’s equity shares are listed at Bombay Stock Exchange Ltd. and your Company’s equity shares got additional listing on National Stock Exchange of India Ltd. w.e.f. 6th April 2010.

Audit Committee

The Audit Committee held four (4) meetings during the year. The Members of the Audit Committee are:- Mr. Anand Bhatia, Chairman - Independent Director Mr. Simon J. Scarff, Member - Independent Director Mr. Sanjiv Verma, Member - Independent Director Mr. Robert L. Mink, Member - Non Executive Director

Mr. Anand Bhatia, Chairman of the Committee has adequate fi nancial and accounting knowledge.

The Chief Financial Offi cer, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. 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.

Mr. Ravi Sabharwal, Company Secretary, is Secretary of the Audit Committee.

Directors’ Responsibility Statement

The Directors confi rm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments 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 fi nancial year and of the profi t or loss of the company for that period;

(iii) The directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the annual accounts on a going concern basis.

Transfer to Investor Education and Protection Fund

In terms of the provisions of Section 205C of the Companies Act, 1956, during the fi nancial year there was no unclaimed amount required to be transferred to the Investor Education and Protection Fund established by Central Government.

Corporate Governance

A Certifi cate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as part of Corporate Governance Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading “Corporate Governance”.

Insurance

The Directors confi rm that Fixed Assets and Stocks of the Company are adequately insured against fi re and allied risk on a replacement cost basis.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto (Annexure B) and form part of this report.

Personnel

As required by the provisions of Section 217 (2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure C to this Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Directors’ Report is being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary either at the registered offi ce or Corporate Offi ce of the Company.

Acknowledgement

The Company’s growth has been achieved by continued support from all its stakeholders. The Company’s partners- different stakeholders, Customers, Suppliers, Employees, Investors, Community Members, Banks & Financial Institutions have been instrumental in the Company’s success. Your Directors wish to place on record their sincere thanks to these partners. The Directors’ would also like to express their appreciation to various agencies of Central & State Government for their continued support.

For and on behalf of the Board of Directors

Place: Gurgaon Syed Sahhzad Akhtar Arvind Uppal

Dated: May 17, 2010 [Executive Director] [Managing Director] DIN 03052558 DIN 00104992