Whirlpool of India Ltd

#MDStart#

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 the economy also grappled confidence. 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 of about 18% in FY 2022-23, significant 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 significantgrowth in of 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 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

Wh irlpool'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 efficiency technology and reduceto increase 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.

Business Performance in FY 2023-24

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 profitsin 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 introducesnever-before-seenfeatures.Amongthese 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 changes have 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, been made across the significant 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 profitsversus 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 Results and State of Company's Affairs

Financial Performance

Financial year 2023-24 has been a tale of two halves and your Company has experienced a challenging but ultimately successful financial year increase 2023-24. in Despite a decline in income and profit 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 in the second half as consolidated profit before tax (before exceptional beforetaxin 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

* 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.

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

Sup ply chain disruptions pose a threat to production and efficiency,especially cost 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, improvingcostefficiency,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 effectivelythan in the previous more year. The successful execution of a strategic dual sourcing strategy, with a focus on localization, reduced our dependence on imported components andenhancedcostefficiency.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 & EfficientOrganization, 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 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. and their corresponding Significant 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 periodicallyreportssignificantfindings 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.

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

Executive Director

(c) Mr. Aditya Jain Chief Financial

(d) Ms. Roopali Singh VP - Legal and

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. In 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 sufficient caretaken proper and 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.

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.

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 MembershipNo.:4268&Certificateof 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.: Certificateof Practice 4268 &

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.

COMPLIANCEWITHSECRETARIALSTANDARDS

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, from Chief Executive Officer along withacertificate and from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as required in terms of the Listing Regulations.

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

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.

OTHER DISCLOSURES

During the year under review:

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

No public deposits have been accepted 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, by the 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.