Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Meeting Details

The voting was conducted via remote e-voting only without a physical meeting. The record date was July 17, 2026, with 133,881 shareholders on record. No shareholders were present in person or through proxy, and no shareholders attended through video conferencing.

Proposed Resolutions and Implications

Special Resolutions:

1. To approve the Whirlpool of India Employees Stock Option Plan 2026 through trust route

2. To approve grant of employee stock options to eligible employees of subsidiary(ies) under the ESOP Plan 2026

3. To approve the Whirlpool of India ESOP Trust for acquisition of equity shares through secondary markets

4. To approve granting of money by the Company to the Employees Welfare Trust of Whirlpool of India ("ESOP Trust")

Ordinary Resolutions:

5. Appointment of Mr. Aditya Jain (DIN: 09752995) as Director of the Company

6. Appointment of Mr. Aditya Jain (DIN: 09752995) as Executive Director of the Company

The resolutions allow the company to implement a comprehensive ESOP program through a trust structure and appoint a new executive director.

Voting Process and Methods

The voting was conducted exclusively through remote e-voting facilitated by NSDL as the authorized agency. The voting period was from July 23, 2026 (9:00 AM IST) to August 21, 2026 (5:00 PM IST). The company sent the postal ballot notice electronically to all members whose email IDs were registered with the RTA/Depository Participants.

Key Voting Outcomes

Overall Participation:

  • Total shares outstanding: 126,871,830
  • Total votes polled: 102,616,870 (80.88% of outstanding shares)

Resolution-wise Results:

Resolution 1 (Special - ESOP Plan through trust route):

  • Total votes: 102,616,870
  • Votes in favor: 90,658,771 (88.35%)
  • Votes against: 11,958,099 (11.65%)
  • Promoter votes: 50,449,633 (100% in favor)
  • Public Institutions: 50,664,481 votes (76.43% in favor, 23.57% against)
  • Public Non-Institutions: 1,502,756 votes (98.92% in favor, 1.08% against)

Resolution 2 (Special - ESOP grant to subsidiaries):

  • Total votes: 102,616,862
  • Votes in favor: 90,658,587 (88.35%)
  • Votes against: 11,958,275 (11.65%)
  • Promoter votes: 50,449,633 (100% in favor)
  • Public Institutions: 50,664,481 votes (76.43% in favor, 23.57% against)
  • Public Non-Institutions: 1,502,748 votes (98.91% in favor, 1.09% against)

Resolution 3 (Special - ESOP Trust for secondary market acquisition):

  • Total votes: 102,616,759
  • Votes in favor: 90,658,813 (88.35%)
  • Votes against: 11,957,946 (11.65%)
  • Promoter votes: 50,449,633 (100% in favor)
  • Public Institutions: 50,664,481 votes (76.43% in favor, 23.57% against)
  • Public Non-Institutions: 1,502,645 votes (98.95% in favor, 1.05% against)

Resolution 4 (Special - Granting money to ESOP Trust):

  • Total votes: 102,616,735
  • Votes in favor: 90,683,093 (88.37%)
  • Votes against: 11,933,642 (11.63%)
  • Promoter votes: 50,449,633 (100% in favor)
  • Public Institutions: 50,664,481 votes (76.51% in favor, 23.49% against)
  • Public Non-Institutions: 1,502,621 votes (97.98% in favor, 2.02% against)

Resolution 5 (Ordinary - Appointment as Director):

  • Total votes: 102,613,472
  • Votes in favor: 96,093,375 (93.65%)
  • Votes against: 6,520,097 (6.35%)
  • Promoter votes: 50,449,633 (100% in favor)
  • Public Institutions: 50,664,481 votes (87.15% in favor, 12.85% against)
  • Public Non-Institutions: 1,499,358 votes (99.39% in favor, 0.61% against)
  • One related party holding 3,400 shares voted but was excluded from results

Resolution 6 (Ordinary - Appointment as Executive Director):

  • Total votes: 102,613,472
  • Votes in favor: 95,965,131 (93.52%)
  • Votes against: 6,648,341 (6.48%)
  • Promoter votes: 50,449,633 (100% in favor)
  • Public Institutions: 50,664,481 votes (86.90% in favor, 13.10% against)
  • Public Non-Institutions: 1,499,358 votes (99.37% in favor, 0.63% against)
  • One related party holding 3,400 shares voted but was excluded from results

All six resolutions were passed with the requisite majority.

Scrutinizer's Role and Findings

M/s Akash Gupta & Associates, Practicing Company Secretaries, were appointed as Scrutinizer. The scrutinization process was completed on August 21, 2026, at 5:11 PM in the presence of two witnesses: Mahima Srivastava and Pranjal. The electronic data and relevant records were sealed and handed over to the Company Secretary/Director for safekeeping.

The scrutinizer's report provided voter count details:

  • Resolution 1: 496 voters in favor, 179 against (total 675 voters)
  • Resolution 2: 494 voters in favor, 180 against (total 674 voters)
  • Resolution 3: 496 voters in favor, 176 against (total 672 voters)
  • Resolution 4: 496 voters in favor, 179 against (total 675 voters)
  • Resolution 5: 533 voters in favor, 140 against (total 673 voters)
  • Resolution 6: 523 voters in favor, 151 against (total 674 voters)

Compliance with Laws and Regulations

The process complied with Section 108 and 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company also complied with SEBI's Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.