Whirlpool India's Postal Ballot Fails: Anil Berera Re-designation Rejected

Whirlpool of India Limited has announced that its postal ballot seeking shareholder approval for the re-designation of Mr. Anil Berera as Non-Executive Independent Director has failed to secure the requisite majority. The special resolution, conducted through remote e-voting, concluded on 28th March 2026 with insufficient support from shareholders.

Postal Ballot Results and Voting Breakdown

The company's communication to stock exchanges revealed that despite receiving majority support, the resolution failed to meet the special resolution threshold requirements. The detailed voting results demonstrate significant institutional investor opposition to the proposal.

Voting Category:	Total Shares	Votes Polled	Polling %	Votes in Favor	Votes Against	Support %
Promoter Group:	50,449,633	50,449,633	100.00%	50,449,633	0	100.00%
Public Institutions:	60,030,453	53,061,461	88.39%	14,033,125	39,028,336	26.45%
Public Non-Institutions:	16,391,744	158,491	0.97%	52,889	105,602	33.37%
Total:	126,871,830	103,669,585	81.71%	64,535,647	39,133,938	62.25%

Institutional Opposition and Governance Concerns

The voting pattern revealed strong opposition from institutional investors, with public institutions voting 73.55% against the resolution. This opposition aligned with earlier recommendations from proxy advisory firms Institutional Investor Advisory Services India Limited (IIAS) and Stakeholders Empowerment Services (SES), who had advised shareholders to vote against the re-designation.

The company had previously addressed proxy advisory concerns through comprehensive clarifications dated 24th March 2026, defending the proposed re-designation and asserting full compliance with statutory requirements under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

Director Profile and Current Status

Parameter:	Details
Director Name:	Mr. Anil Berera
DIN:	00306485
Board Association Since:	3rd November 2011
Executive Role Period:	Until 31st December 2019
Current Designation:	Non-Executive Non-Independent Director
Professional Status:	Qualified Chartered Accountant
Total Experience:	Over four decades

Regulatory Process and Scrutinizer Report

The postal ballot process was conducted in accordance with Section 108 and 110 of the Companies Act, 2013, with M/s Akash Gupta & Associates serving as the appointed scrutinizer. The remote e-voting period remained open from 26th February 2026 to 27th March 2026, with the cut-off date for determining voting entitlement set as 20th February 2026.

Consequently, Mr. Anil Berera continues his tenure on the Board in his existing capacity as a Non-Executive Non-Independent Director. The company maintains five Independent Directors on its Board, ensuring compliance with regulatory requirements for board composition and governance oversight.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+0.20%	-3.75%	-12.07%	-35.24%	-18.11%	-62.49%

Whirlpool of India Limited has informed stock exchanges about pending litigation with the Income Tax Department that may impact the listed entity. The disclosure was made on March 26, 2026, pursuant to SEBI regulations requiring transparency on legal disputes.

Tax Assessment Dispute Details

The company received a draft assessment order for Assessment Year 2023-24 from the Assessment unit of the Income Tax Department. The order proposes significant disallowances totaling ₹28.39 crore across two main categories.

Component	Amount (₹ Crore)
Transfer Pricing Adjustments	21.31
Section 43B Adjustments (CPC)	7.08
Total Disallowance	28.39

Financial Implications

The expected financial impact on Whirlpool of India is substantial, with the company facing a total liability of ₹7.14 crore. This amount represents the core liability before additional charges that may be imposed.

Financial Impact	Details
Base Liability	₹7.14 crore
Additional Charges	Interest and penalty as determined in final order
Quantum of Claims	₹7.14 crore plus interest and penalty

Management Response and Strategy

Whirlpool of India's management has expressed confidence in challenging the proposed additions. The company's position includes several key elements:

The proposed additions are not maintainable against the company
Plans to file objections before the Dispute Resolution Panel
No material impact expected on operations or other business activities
Formal objection process is currently underway

Regulatory Compliance

The disclosure was made under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This follows the Securities and Exchange Board of India's requirements for listed entities to inform stakeholders about pending litigation that may have material impact.

The company secretary and compliance officer, Sweta Srivastava, signed the disclosure document, ensuring proper regulatory compliance. The information was simultaneously shared with both BSE Limited and National Stock Exchange of India as per standard listing requirements.