Whirlpool of India Limited has announced a significant corporate action, seeking shareholder approval to amend its Articles of Association (AoA) through a postal ballot. The proposed changes aim to delete Articles 4, 4A, and 108A, reflecting a potential shift in the company's ownership structure and operational agreements.

Key Highlights of the Proposed Changes

• Deletion of Articles: The company proposes to remove Articles 4, 4A, and 108A from its AoA.
• Voting Period: Shareholders can cast their votes electronically from October 30, 2025 (9:00 AM IST) to November 28, 2025 (5:00 PM IST).
• New Licensing Agreements: The company has executed new Brand Licence and Technology Licence Agreements with Whirlpool Corporation and its affiliates.

Rationale Behind the Amendments

The proposed deletions are strategically aligned with anticipated changes in Whirlpool's shareholding structure and aim to ensure business continuity. Currently, Whirlpool Corporation indirectly holds approximately 51.00% of Whirlpool India's equity through its subsidiary, Whirlpool Mauritius Limited.

Articles to be Deleted

1. Article 4: Pertains to Financial and Technical Collaboration Agreements with Whirlpool Corporation.
2. Article 4A: Concerns the use of the "Whirlpool" trade name and conditions for its withdrawal.
3. Article 108A: Relates to the appointment of nominee directors by ICICI Bank, now redundant due to repayment of borrowings.

New Licensing Arrangements

On October 16, 2025, Whirlpool India's Board approved and executed:

• A Brand Licence Agreement with Whirlpool Properties Inc.
• A Technology Licence Agreement with Whirlpool Corporation

These new agreements are designed to:

• Govern future licensing arrangements
• Facilitate a seamless transition amid anticipated shareholding changes
• Support the company's sustained growth and innovation
• Ensure continued strategic and operational support from Whirlpool Corporation

Shareholder Approval Process

• Voting Method: Electronic voting only
• Cut-off Date: October 24, 2025 (for determining voting rights)
• Resolution Type: Special Resolution

Impact on Shareholders

The proposed amendments suggest a potential change in Whirlpool Corporation's majority stake in the Indian subsidiary. However, the new licensing agreements aim to maintain business continuity and support from the parent company, regardless of potential ownership changes.

Shareholders are advised to carefully review the full postal ballot notice and explanatory statement before casting their votes. The results of the postal ballot will be announced within two working days from the conclusion of the e-voting period.

Upcoming Financial Results

In a separate announcement, Whirlpool India has scheduled a Board meeting for November 4, 2025, to consider and approve the unaudited financial results for Q2 FY2026. The trading window for company securities will remain closed until 48 hours after the declaration of these results.

Investors and stakeholders should monitor these developments closely, as they may have significant implications for the company's future operations and governance structure.

Whirlpool of India Limited has announced a series of strategic agreements with its parent company, Whirlpool Corporation, and its affiliates, marking a significant shift in its operational structure. The company has also approved amendments to its Articles of Association, subject to shareholder approval.

Key Agreements

Whirlpool of India has executed five major agreements:

1. Brand License Agreement (BLA): A 30-year deal with Whirlpool Properties, Inc., granting exclusive rights to use the 'Whirlpool' brand in India and neighboring countries.

2. Technology License Agreement (TLA): An agreement with Whirlpool Corporation for exclusive access to technical intellectual property.

3. Services Agreement: A contract with Whirlpool Asia LLP for providing engineering and technical services.

4. Transitional Services Agreement (TSA): An arrangement with Whirlpool Corporation to ensure business continuity during ownership changes.

5. Intellectual Property Assignment: Whirlpool Corporation has assigned 24 Indian patents and 8 designs to Whirlpool of India.

Financial Implications

The agreements come with significant financial terms:

• 1.25% for 6th and 7th years
• 1.5% thereafter
• Guaranteed Minimum Royalty: USD 6 million annually for first 10 years, increasing to USD 12 million for years 21-30 | | Technology License (TLA) | - 0.60% royalty on quarterly net sales until March 31, 2029
• 0.65% thereafter | | Services Agreement | - 18% markup on actual costs incurred
• Guaranteed minimum service charges based on percentages of a reference amount of INR 186 crore | | Transitional Services | - USD 3 million per annum from April 1, 2026, to March 31, 2029, for services received
• USD 4 million (pro-rata) until March 31, 2026, for services provided | | IP Assignment | Nominal amount of USD 20, plus USD 10 each for confirmatory assignment deeds |

Strategic Implications

These agreements signify a restructuring of Whirlpool of India's relationship with its parent company. The long-term brand and technology licenses secure the company's access to crucial intellectual property and the Whirlpool brand, even as the parent company may reduce its ownership stake.

Amendments to Articles of Association

The company has approved amendments to its Articles of Association, removing provisions linked to Whirlpool Corporation holding at least 51% shareholding. This change suggests a potential reduction in the parent company's stake in the future.

Market Impact

These agreements provide Whirlpool of India with a clear operational framework for the coming decades. The guaranteed royalties and service charges represent significant ongoing financial commitments but also ensure continued access to global technology and brand value.

Future Outlook

These agreements position Whirlpool of India for potentially more independent operations while maintaining strong ties with the global Whirlpool network. The company's ability to leverage these agreements for growth in the competitive Indian appliance market will be crucial in the coming years.