Whirlpool India Establishes ESOP Trust Under SEBI Regulations

Date of Execution: The Indenture of Trust deed was made on October 21, 2026.
Date of Registration: The deed was registered with the Joint/Sub Registrar Office in Wazirabad, Gurugram, Haryana, on October 27, 2026, at 10:04 AM.
Registration Number: 13602
Token Number: GURWAZJHA_000021154805543
Transaction Amount: The registration notes a transaction amount of ₹0.00. Total stamp duty paid was ₹101.00, and registration fees were ₹50.00.

Settlor (First Party): Whirlpool of India Limited, acting through its authorized representative, Mr. Aditya Jain, Executive Director & Chief Financial Officer.
Company PAN: AAACW1336L
Corporate Office: Plot No. 40, Sector 44, Gurugram, Haryana-122001
Trustees (Second Party): Four individuals were appointed as the first trustees:

1. Mr. Manoj Khanna (Independent Trustee): PAN: AJTPK1252A

2. Mr. Debopriyo Sengupta: Vice President Human Resource at Whirlpool of India. PAN: BXEPS7592H

3. Mr. Ankur Jolly: Vice President Legal at Whirlpool of India. PAN: AEFPJ8123G

4. Mr. Shivank Aggarwal: Director Internal Audit at Whirlpool of India. PAN: BGLPA4145C

Initial Trust Property: The Settlor handed over an initial corpus contribution of INR 50,000 (Rupees Fifty Thousand only) to the Trustees.
Trust Property Definition: This includes the initial corpus, all contributions, additions, earnings, interest, accretions, income, securities, shares, properties, and investments acquired by the trust, including loans, donations, and gifts.
Principal Office: The principal office of the ESOP Trust is situated at Plot No. 40, Sector 44, Gurugram, Haryana-122001, which may be shifted as decided by the Trustees.

The objects of the trust are to:

Implement the 'Whirlpool of India Limited Employees Stock Option Plan 2026' (ESOP Plan) and any other long-term incentive plans.
Acquire, hold, transfer, repurchase, and dispose of equity shares of the Settlor (face value INR 10) for implementing the ESOP Plan.
Raise funds through loans or financial assistance from the Settlor, beneficiaries, or third parties (with Board approval) for acquiring shares.
Receive gifts in the form of money, securities, or property.
Hold and administer the trust fund for the benefit of the beneficiaries.

The trust is settled for the benefit of the Employees of Whirlpool of India Limited.
Benefits will be extended only to 'Identified Employees' or categories of employees as notified by the company's Nomination and Remuneration Committee.
The Committee's determination regarding an employee's status as a beneficiary is final and binding.

Irrevocable Trust: The ESOP Trust is declared irrevocable.
Share Acquisition: The Trustees may acquire equity shares from the secondary market with prior annual approval from the Committee.
Voting Rights: Trustees shall not vote in respect of the shares held by the ESOP Trust to ensure compliance with SEBI regulations.
Trustee Term & Composition: The term of office for a trustee is 3 years. The trust shall have 4 trustees: 3 representing senior officers from HR, Legal, and Finance, and 1 Independent Trustee.
Decision Making: Trustee meetings require a quorum of 2 trustees or half the total number, whichever is higher. Decisions are made by unanimous consent if 2 trustees are present, or by majority if more are present.
Accounts & Audit: The trust's accounting year ends on March 31. Books of account must be audited annually by a practicing chartered accountant.
Expenses: 'Normal Expenses' (e.g., taxes, insurance, professional fees up to ₹5,00,000 p.a.) can be incurred by Trustees. 'Reserved Expenses' require specific written direction from the Committee.
Termination: The trust may terminate upon fulfilment of its objects, agreement by 90% of beneficiaries, absence of beneficiaries, or a determination by the Trustees with the Settlor's approval. Upon dissolution, remaining property shall be distributed to another employee welfare scheme or utilized for beneficiaries as instructed by the Settlor.

Governing Law: The Trust Deed is established under the Applicable Laws of India, including the Indian Trusts Act, 1882, the Companies Act, 2013, and SEBI regulations.
Jurisdiction: Courts at Haryana, India have exclusive jurisdiction.
Dispute Resolution: Disputes are first attempted to be settled amicably. Unresolved disputes are referred to a sole arbitrator appointed by the Settlor, with proceedings in Gurugram under the Arbitration and Conciliation Act, 1996.

Signed for Settlor: Mr. Aditya Jain, Executive Director & CFO.
Signed as Trustees: Manoj Khanna, Debopriyo Sengupta, Ankur Jolly, Shivank Aggarwal.
Witnesses: Sumeet Sharma (Advocate) and PRATEEK JAIN were present at registration. Subhash Chandra Arora was absent.
Company Filer: The submission to the exchanges was signed by Sweta Srivastava, Company Secretary & Compliance Officer.