Key Resolutions and Details

Resolution 1: Approval of Whirlpool of India Employees Stock Option Plan 2026 through trust route (Special Resolution)

  • Implementation of ESOP 2026 through irrevocable trust (Employees Welfare Trust of Whirlpool of India)
  • Grant of up to 25,00,000 Options representing 2% of paid-up share capital as on 31st March 2025
  • Each Option entitling eligible employee to receive 1 equity share of face value ₹10
  • Shares to be sourced through secondary acquisition by ESOP Trust
  • Board/NRC authorized to modify, amend, suspend or terminate the plan

Resolution 2: Approval for grant of employee stock options to eligible employees of subsidiary(ies) (Special Resolution)

  • Extension of ESOP 2026 to employees of subsidiary companies
  • Currently only one unlisted subsidiary: Whirlpool of India Kitchen Appliances Private Limited
  • Maximum grant remains 25,00,000 Options (2% of paid-up capital)

Resolution 3: Approval for Whirlpool of India ESOP Trust for secondary market acquisition (Special Resolution)

  • Establishment of Employees Welfare Trust for secondary acquisition of equity shares
  • Maximum acquisition of 25,00,000 shares (2% of paid-up capital)
  • Compliance with SEBI SBEB Regulations required

Resolution 4: Approval for granting money to ESOP Trust (Special Resolution)

  • Loan provision to ESOP Trust for implementing ESOP 2026
  • Aggregate amount not to exceed 5% of paid-up share capital and free reserves as on 31st March 2025
  • Loan disbursable in one or more tranches
  • Repayable from realization of proceeds from exercise/sale/transfer of shares

Resolution 5: Appointment of Mr. Aditya Jain (DIN: 09752995) as Director (Ordinary Resolution)

  • Appointment as Additional Director effective 21st July 2026
  • To hold office until next General Meeting or three months from appointment
  • Liable to retire by rotation

Resolution 6: Appointment of Mr. Aditya Jain as Executive Director & CFO (Ordinary Resolution)

  • Five-year term from 21st July 2026 to 20th July 2031
  • Annual remuneration package of ₹3.53 crore comprising:
  • Fixed remuneration: ₹2.23 crore (including basic salary of ₹87.21 lakh)
  • Variable pay: Target annual bonus of ₹62.50 lakh (0-400% based on performance)
  • Perquisites: ₹62.50 lakh including ESOP grants
  • Entitled to car lease, medical insurance, life and accident insurance, leaves
  • No sitting fees for Board/Committee meetings
  • 3-month notice period for termination

ESOP 2026 Key Features

Eligibility Criteria

  • Managing Director and Leadership team (Vice President and above)
  • N-2/N-3 level employees (approximately 50-100 employees)
  • Excludes promoters, directors holding >10% shares, and independent directors

Performance-Based Structure

  • Base Options granted at beginning of financial year assuming 100% target achievement
  • Additional Options (0-100% of Base Options) granted after financial year based on actual performance
  • Maximum grant per employee: 0.2% of paid-up capital per year
  • Total maximum per employee: 2% of paid-up capital

Performance Metrics (40-40-20 weightage)

  • Net Sales Growth (40%)
  • Profit Before Tax (40%)
  • Net Working Capital Percentage (20%)

Vesting Conditions

  • Minimum vesting period: 1 year
  • Maximum vesting period: 3 years for Base Options, 2 years for Additional Options
  • Cliff vesting after 3 years (no graded vesting)
  • Individual performance requirement: Must meet criteria in at least 2 years during cliff period
  • Exercise period: 12 months from vesting date
  • Exercise price: Face value of ₹10 per share

Treatment on Cessation of Employment

  • Death/Permanent incapacity: Immediate vesting, 1-year exercise period
  • Retirement/Superannuation: 5-year exercise period for vested options
  • Other reasons: 90-day exercise period for vested options

Voting Details

Cut-off Date

Friday, 17th July 2026

E-voting Period

Starts: Thursday, 23rd July 2026 at 09:00 AM IST

Ends: Friday, 21st August 2026 at 05:00 PM IST

Service Provider

National Securities Depository Limited (NSDL)

Scrutinizer

M/s. Akash Gupta and Associates, Practicing Company Secretaries

Result Declaration

Within 2 working days from conclusion of e-voting

Financial Impact

  • No equity dilution for existing shareholders due to secondary acquisition
  • Loan provision up to 5% of paid-up capital and free reserves (amount not quantified)
  • ESOP accounting and disclosure as per SEBI SBEB Regulations

Additional Information

  • Notice sent only electronically to members with registered email addresses
  • Available on company website: www.india.whirlpool.in
  • Members can register email addresses with RTA: MUFG Intime India Private Limited
  • Documents available for inspection at registered office during voting period