Your Directorstake pleasure in presenting the 62nd Annual Report on the
business and operations of the Company, together with the audited accounts for the
financial year ended 31st March, 2023.

Financial Results and State of Company's Affairs

(INR in lacs)


  

    
Particulars
    
Standalone
    
Consolidated
  
  

    

    
For the year ended
    
For the year ended
  
  

    

    
2022-23
    
2021-22
    
2022-23
    
2021-22
  
  

    
Total Income
    
633,228
    
605,502
    
679,496
    
625,987
  
  

    
Profit for the year after meeting all expenses but before exceptional items, interest
    and depreciation
    
42,049
    
45,671
    
49,765
    
47,896
  
  

    
Interest
    
1,250
    
1,472
    
1,501
    
1,587
  
  

    
Depreciation and amortization
    
16,135
    
13,628
    
18,541
    
14,746
  
  

    
Profit before exceptional items, share of profit/ (loss) of a Joint Ventures and
    associates and tax
    
24,665
    
30,570
    
29,723
    
31,563
  
  

    
Exceptional items Gain / (expense)
    
-
    
(211)
    
-
    
32,459
  
  

    
Share of profit/(loss) of joint ventures and associates
    
-
    
-
    
-
    
1017
  
  

    
Profit before tax
    
24,665
    
30,359
    
29,723
    
65,039
  
  

    
Tax expenses
    
6,179
    
8,074
    
7,322
    
8,302
  
  

    
Profit after tax
    
18,486
    
22,285
    
22,401
    
56,737
  
  

    
Other comprehensive income/ (expense) (net)
    
(83)
    
(816)
    
(67)
    
(818)
  
  

    
Total Comprehensive Income
    
18,404
    
21,469
    
22,334
    
55,919
  


Financial Performance:

During the financial year 2022-23, your Company's consolidated income increased by 8.5%
as compared to the previous year and the consolidated profit before exceptional items,
interest and depreciation was higher by 3.9% vs previous year primarily on account of
significant growth in Elica PB Whirlpool Kitchen Appliances Private Limited‘s
(“Elica PB Whirlpool") profits in back half of the year and full year impact of
Elica PB Whirlpool's consolidation in 2022-2023.

Consolidated Profit Before Tax before exceptional items was lower by 5.8% compared to
last year. Standalone Profit Before Tax was lower by 19.3% compared to previous year. The
Company's financial performance came against the backdrop of a challenging macroeconomic
environment faced by the industry in the financial year 2022-23. The year witnessed
accelerated inflation and rising interest rates weighing on consumer sentiments, thus
impacting demand sequentially across the quarters through the financial year. Against this
backdrop, our consolidated revenue was up by 8.5% vs previous year. Our revenue growth was
broad based with growth across Refrigerators, Washing machines & Air conditioners, and
our subsidiary, Elica PB Whirlpool's, revenue grew in high double digits. The significant
impact of raw material inflation and regulatory changes impact was partly offset by up
pricing actions and accelerating cost productivity actions across all work streams.
However, given some sequential market share challenges in 2022, we have taken calibrated
pricing interventions and also launched our new refrigerator portfolio range in Jan - Apr
2023, that we belive would restore our competitiveness. On another front, we also reduced
our non-material costs by 1% (of Income) vs previous year.

We belive that softening commodity prices coupled with our focus on driving the premium
high margin portfolio and robust cost reduction program, should positively impact our
margins in the medium term.

Other Financial Disclosures

There were no material changes and commitments affecting the financial position of the
Company which occurred between the end of the financial year (FY) to which this financial
statement relates to and as on the date of this Annual Report. During the Financial Year
2022-23, there was no amount proposed to be transferred to the Reserves.

Our commitment to fund innovation and growth in the future remains unchanged,
demonstrated by investment of INR 181 crores in capital expenditures which was higher by
6.5% vs previous year. During the year, the investment primarily included setting up a new
manufacturing line for Front Load Washing Machine at Puducherry factory, upgradation of
Frost Free Refrigerators and Top load washing machine product line ups, and
debottlenecking production capacity.

During the Financial Year 2022-23, your Company has not accepted any public deposits in
terms of Chapter V of the Act.

The Company maintained strong liquidity in business, generating INR 269.7 crores as
cash from operating activities and ended the financial year with a healthy consolidated
cash balance of INR 1677 crores.

Key Financial Ratios


  

    
Particular
    
31 March 2023
    
31 March 2022
  
  

    
Debtor Turnover ratio
    
15.81
    
15.64
  
  

    
Inventory Turnover ratio
    
3.28
    
3.24
  
  

    
Interest coverage ratio
    
-
    
-
  
  

    
Current Ratio
    
1.96
    
1.98
  
  

    
Debt Equity Ratio*
    
0.03
    
0.04
  
  

    
Operating Profit margin
    
2.21
    
4.3
  
  

    
Net Profit Margin
    
2.98
    
3.72
  
  

    
Return on Net Worth
    
6.08
    
7.68
  



* For debt-equity ratio lease is not considered as debt

Operational Performance

The operations are exhaustively discussed in the ‘Management Discussion and
Analysis' detailed below.

MANAGEMENT DISCUSSION AND ANALYSIS 

Outlook and Opportunity

The year 2022-23 marked the first year in the past few years when Covid-19 receded into
the background and there were no major disruptions in India due to a spurt in cases. There
was a return to normalcy in most aspects of life and the Indian economy witnessed a
rebound driven by increased spending and government policy actions. With consumers craving
for a greater sense of normalcy, out of home experiences and sectors like travel &
tourism and automobiles saw a much greater rebound.

While the concerns around Covid-19 eased up, the biggest new challenge that emerged was
the sustained inflation, which was fueled by macro factors and the geopolitical
environment globally. The volatile and uncertain environment combined with spurts of
supply chain disruptions pushed up prices for commodities and raw materials. This
inflation in turn led to a series of interest rate hikes that impacted demand sequentially
and caused a sequential slow down across quarters in the durables industry.

In this context, the Consumer Durable Industry in India witnessed a K-shaped kind of
recovery in the financial year 2022-23. While there was stronger demand for premium
products like double-door refrigerators, fully automatic washing machines, and air
conditioners, the demand for mass products like single-door refrigerators and
semi-automatic washing machines continued to be muted as the mass segments of the industry
were hit by the relative lack of growth of disposable income amongst the semi-urban and
rural populations. However, this is expected to be a transient phase. India has been one
of the brightest spots in the world emerging out of the pandemic. With strong consumer
sentiment and increased public spending, the country is bouncing back. India is now not
only the world's most populous country but also one of the youngest ones. This demographic
dividend is expected to drive economic growth and result in increase in disposable
incomes. This economic growth, when combined with other key factors like rapid
urbanization, the meteoric rise of the digital economy, and some of the lowest levels of
appliance penetration in the world, should continue to spur demand for appliances across
the spectrum. This augurs well for both the consumer durables industry and for your
Company.

Business Performance 2022-23

Improving life at home has always been at the heart of our business, and Whirlpool as a
brand exists to enable extraordinary care every day. In an increasingly digital world, the
Company is driving purposeful innovations and creating intuitive technologies to meet the
ever-evolving needs of our customers.

The year 2022-23 marked the successful culmination of a portfolio transformation
process that had been underway in your Company over the last 5 years. The company had
embarked on a premiumization journey, focusing on new offerings in the premium segments,
upgrading mass-premium products, and introducing advanced 6th Sense intuitive technology
across product ranges. By leveraging the rich 111 years of global experience of the parent
company, technology centers around the world, and a rich understanding of Indian consumer
needs, the company has been able to launch a slew of class-leading and award-winning
products in the last 12 months. The company now has one of the widest product portfolios
across varying price segments from mass to super-premium and is well-positioned to tap
into recovering consumer demand.

This year, the company took a big step towards leadership in the laundry category by
entering into the premium Front Load washing machines category with the launch of the
XpertCare range. The XpertCare range features the breakthrough Ozone Air Refresh
technology that enables you to air refresh your cherished clothes without using any
detergent or water*. This all new Front Load range is manufactured in the new
state-of-the-art washing machine facility in Puducherry.

One key consumer trend observed both during and after the pandemic was the heightened
need for the sanitization of clothes. To cater to this market, the Company launched a new
range of top load fully-automatic washing machines. The all-new Stainwash Pro range is
powered by 6th Sense Stainwash Technology and an In-Built Heater that removes up to 99.9%
germs & allergens* and up to 40 tough stains*. Additionally, the prestigious IF
Award-winning design first introduced in the premium washers range has now been cascaded
to this mid-segment range, thus bringing the modern aesthetic to a wider audience.

Catering to the aspirations of the mass market while also tapping into the premium end
of the semi-automatic washing machine segment, the Company launched the all-new Hydrowash
semi-automatic washing machine range with 3D Wave Technology. This washing machine uses
powerful waves of water to deliver superior cleaning performance for every strand of your
clothes*. This product has won the prestigious Red Dot Design Award for 2023 and is
a perfect example of products that blend powerful performance with great designs. During
the pandemic, consumers' need for comfort at home became increasingly important. They were
willing to invest in products such as air conditioners, which helped them overcome the
discomfort of being stuck at home during the harsh summers. Post-pandemic, the demand for
air conditioners continues to remain strong, and in response, the Company has launched a
range of products in this highly competitive yet profitable market.The 2023 range of air
conditioners features the next-generation 6th Sense Intellicool technology. With advanced
sensors that detect changes in temperature and humidity levels, the air conditioner
adjusts the settings automatically to keep the user comfortable all day long. The range
also features the unique 3D Air System with three unique air draft modes that enable the
AC to give a personalised experience for differentiated cooling needs. The range includes
models designed to provide cooling in extreme conditions, with temperatures as high as
57?C*. The wide range is available in various capacities and energy efficiency
configurations to cater to a diverse range of consumer preferences.

The double door frost-free refrigerator segment is experiencing a rapid growth
post-pandemic and is integral to the Company's premiumization strategy. In beginning of
2023, the Company launched the Intellifresh Pro range of frost-free refrigerators, powered
by 6th Sense Intellifresh Technology, designed to retain the freshness of fruits and
vegetables for up to 15 days* while preserving vitamins for up to 2X longer*.This hi-tech
range features the latest in refrigeration technology and has been given a modern design
in line with the discerning tastes of premium customers. In addition to the advanced
refrigeration technology, this new range offers never before features such as 10-in-1
Convertible mode* that allow for ultimate customization of the refrigerator based on the
customer's usage needs. To cater to a wide range of consumer preferences, this range has
been launched in capacities ranging from 212L to 327L, available in attractive metallic
and glass door finishes, and features an industry-first metallic grey interior, in
addition to the standard white ones. This range is expected to help the Company garner
traction in the double door refrigerator category, catering to the needs of the premium
customers. The Intellifresh Pro range is a testament to the Company's commitment to
staying at the forefront of the industry by providing cutting-edge technology, advanced
features, and modern designs that meet the needs of today's consumers.

Given the low penetration levels in India, there is a huge opportunity to address the
needs of the 1st time refrigerator user. In 2023, the Company continued to strengthen its
entry segment refrigerator portfolio with its Icemagic and Vitamagic range of Direct Cool
refrigerators. Featuring highly consumer relevant innovations like Auto Defrost
technology, class leading performance of No: 1 in Ice-making *, upto 18 Hours of cooling
retention during power cuts* and retaining freshness for upto 15 Days*, these products
also feature award winning designs and are available in a plethora of attractive colors
and floral patterns.


* Relevant statements in above paragraphs are based on lab tests done on select models
under standard test conditions and may vary depending on testing conditions and programs.

Consumers

For our Consumers we continued our journey to deliver value not only through
innovative, high quality products but also through differentiated service experiences that
improve life at home.

For us at Whirlpool, after sales service support has become an integral part of our
customer value proposition. We understand and appreciate the role consumer service
experiences play in strengthening and enhancing consumer and trade loyalty. Driven by this
thought we continue to evolve our differentiated service offerings not just to resolve the
customer issue, but also build a strong brand association in customers mind. The strategy
& transformational work which we initiated & invested in last year, be it service
network expansion, In-housing of service centers in key markets, targeted technicians
training & capability building, introduction of technology to improve productivity and
reduce consumer effort & introduction of net promoter score, an external measure, to
measure consumer satisfaction have given us consistent and differentiated results.

Employees

At Whirlpool, people are the core of the organization and all our people's priorities
and practices are centered around 3 pillars: Agile Organization, Great People and Winning
Culture.

Considering the business variability the need of the hour was to be a more agile and
effective organization. An Organization Effectiveness framework was created to deliver the
business strategy by optimizing the organization's performance. The main components of
this framework was to focus on the Processes, Structure, Talent, and Culture. Critical
Business Priorities were identified and resources were redeployed accordingly. Sales,
consumer service and manufacturing functions deployed this framework in order to identify
the greatest opportunity areas to optimize.

While we are looking at creating a more effective organization, we also regularly
monitor various key performance indicators around the human capital priorities of
attracting, retaining, and engaging our talent. In addition, we enable the execution of
our strategic priorities by providing all employees with access to learning opportunities
to improve critical skills, and to develop professional and leadership acumen.

In our continuous endeavor to Build and Develop Talent, LinkedIn Learning through WeLEARN
was launched to develop skills across the organization. The platform gave the
employees a complete “On the go" access to a repertoire of knowledge &
resources in the form of Videos and customized courses. Not only did the organization
focus on skill development; it also gave opportunities and exposure to develop High
potential employees through the Global Career Program. The aim of this intervention was to
accelerate readiness of high potential employees for Leadership roles within the
organization thus paving way for creating holistic career paths for the employees. The
highlight of this intervention is the concept of “Leaders Teaching Leaders"
where the participants of this program had an opportunity to be mentored and coached by
Whirlpool's Senior Leadership team. The Company strongly believes that hearing the voice
of our employees goes a long way in creating an inclusive culture and making it a better
place to work and thus it continues to monitor the pulse of the organisation by using our
Quarterly Pulse Surveys. During the financial year, we also extended this survey to our
blue collar workforce to hear their voice and the results were encouraging. We are pleased
to share that the Company was recognised as India's Best Workplaces in Manufacturing 2022.

Our culture is underpinned by our enduring values, which have long been pillared by
inclusion and diversity. With continued efforts around building inclusive culture we
conducted a multitude of Inclusion Sessions on various themes like Inclusive Mindset,
Empathy and Unconscious Bias. These sessions were aimed to build awareness and capability
that would drive ownership and enable Employee and their People Leaders actions towards
creating a more inclusive culture at Whirlpool.

One of our key priorities was also to accelerate Women into leadership roles. Empower a
Program specifically designed for Women Top talent enabled them to cultivate their best
versions by being self aware and acknowledging their own agency. Through this program they
reflected on their lifeline roots and challenges and also explored personal values,
strengths and vulnerabilities. This program was very well received and it ensured that
they are better prepared for taking up future leadership roles.

Our commitment to support the health and wellbeing of all employees continued to be a
high priority. In 2022, the “Be*Well" programme was launched which focuses on
six main well-being pathways Be healthy; Be you; Be balanced; Be curious; Be prepared; and
Be connected, to further empower and support our employees to “Be Well" in all
aspects of their lives. In addition to this our Employee Assistance Program continues to
provide 24*7 assistance by medical professionals.

Operations

Our manufacturing team demonstrated remarkable resilience in our operations within a
constrained environment of continued supply chain disruptions and pandemic challenges. The
team focussed on Operational agility and strategic initiatives to deliver the best Cost,
Quality and Safety results while delivering value to our consumers. We remain committed to
driving continuous improvement and creating innovative solutions that address the evolving
needs of our consumers and the industry.

Over the last few years consistent efforts have been made at the factories for adoption
of the World Class Manufacturing methodology. World Class Manufacturing (WCM)
methodologies continue to drive product quality, competitive cost and reliable products
for consumers, while providing our manufacturing workforce a safe and ergonomic
environment where every employee contributes and is offered meaningful development
opportunities. Through WCM, all manufacturing facilities participate in regular, rigorous
external audits that build on continuous improvements for productivity, quality and cost.

We continue to invest in our employees' development and regularly offer training and
skilling programs to build capabilities and enhance productivity. Safety protocols are
reviewed on an ongoing basis to maintain a safe and healthy workplace for our employees.

During the year under review, the Company set up at Puducherry a new production line
for manufacturing front load washing machines having an annual capacity of 400,000 units.
The manufacturing facility has been set up using World Class Manufacturing and
incorporating Industry 4.0 practices, which not only ensures efficiency through the latest
cutting-edge technology in global manufacturing, but also allows the development of
production based on sustainable operations and practices that guarantee the safety of
operators, increase product quality and promote high productivity. This project was
completed in a record 11 months and uses Robotics, IOT and fully automated rigorous
testing to drive enhanced quality, thereby making it one of the most modern and advanced
manufacturing plant of the Company.

Sourcing and Supply Chain

We use a wide range of materials and components in the production of our products,
which come from numerous suppliers around the world. The Company employs a strong
compliance program to help protect it from any ethical compliance risks posed by third
party providers. To ensure alignment with Company's high ethical expectations for vendors
and trade partners, it conducts a rigorous series of due diligence and auditing activities
through our Supplier Code of Conduct (SCoC) auditing program, Third Party Due Diligence
(TPDD) screening, and conflict minerals tracking program. Amid these uncertainties, your
company managed the risk effectively and in its good favor. The operating environment this
year continued to remain challenging. As we navigated through the challenging external
environment, during this financial year the Company managed the supply chain disruptions
with lower impact than last year, reflecting the success of the strong measures and
consistent efforts made by the Company in this direction. Accelerated implementation of
the strategic dual sourcing approach with focus on localization mitigated supply risk by
reducing the Company's dependency on imported components and also bettered the cost
proposition. Continuous rigor behind this approach will continue in the current financial
year as well. Key electronic components, semiconductors, microchips, connectors still show
unpredictability and remain volatile, though the overall volatility was reduced versus
previous year. Global Ocean Freight, International Crude Oil and Cooking Oil remained
fluctuating amid global happenings.

Risks

Risk management forms an integral part of your Company's strategy and its long term
goals. Your Company every year evaluates the enterprise risks and its mitigation controls
as part of its Enterprise Risk Management process set up in accordance with the Risk
Management Policy. This evaluation provides reasonable assurance that the Company's
business and its assets are safeguarded, the projected risks are being assessed and
mitigated and also presented to the Senior Management, Risk Management Committee and to
the Board of Directors. Our assessment of risk considers short and long term as well as
internal and external risks including strategic, operational, cyber security, compliance
and any other risks. These identified risks and mitigation actions are reviewed on an
ongoing basis.

The below risks have been identified by the Company as top risks and most relevant to
the business of the Company. There may be other risks that could emerge in the future.

STRATEGIC RISK

The Company's customer base includes large, sophisticated trade customers who have many
choices and demand competitive products, services and prices, and which have and may in
the future merge, consolidate, form alliances or further increase their relative
purchasing scale. Your company continuously engages with its trade Customers at various
levels to build strategic relationships and execute operational priorities till the last
mile. Competition in the consumer durable industry is intensifying as there are many new
local and international entrants in the Industry and the established competitors are also
increasingly expanding beyond their existing manufacturing footprints. Your company with a
strong brand heritage in India, leverages the strength of its world class global product
organization to develop cutting edge product offerings at competitive pricing and margins.
It is augmenting its speed to market and cost reduction programs even further and combined
with it's wide geographical reach, we believe we should strategically be able to mitigate
risk.

Our competitors with low-cost sources of supply, vertically integrated business models,
have aggressively priced their products and/or introduced new products to increase market
share and expand into new geographies. In addition, with growing emphasis on
sustainability and technological innovation ,consumers continually look for new product
features that save time, effort, water and energy. Your company with its dedicated supply
chain organization is well equipped in implementing new sourcing strategies including
localization, business continuity through dual sourcing & supply risk management. We
also work closely with vendors for generating new cost optimization ideas.

Further we also successfully deploy our operating platform initiative to reduce costs,
expand margins, drive productivity and quality improvements, accelerate our rate of
innovation, generate free cash flow and drive shareholder value. With these measures in
place we strive to successfully compete in this highly competitive environment.

OPERATIONAL RISK

The year witnessed accelerated inflation and the monetary policy measures introduced to
mitigate inflation rates have resulted in potential moderation of consumer demand and sale
of discretionary goods and services sequentially across successive quarters. We use a wide
range of materials and components in the production of our products, which come from
numerous suppliers around the world. The sources and prices of the primary materials used
to manufacture our products and components containing those materials are susceptible to
significant global and regional price fluctuations or availability due to inflation,
supply and demand trends, transportation and fuel costs, port and shipping capacity etc.
Thus the rise in input costs due to supply chain disruptions has influenced the margins of
leading manufacturers. The Company has a comprehensive process of commodity procurement
and business-continuity measures that ensure continuous monitoring, identification and
redressal of these risks to plan for meeting unforeseen challenges.

Our ability to attract, develop and retain quality talent is crucial to our results of
operations and future growth. We depend upon the continued services and performance of our
key executives, senior management and skilled personnel, particularly professionals with
experience in our business, operations, engineering, technology and the home appliance
industry. We strive to attract, and retain talent through various strategic actions like
campus placements offering industry competitive packages and creating a uniquely positive
working environment that fosters the spirit of winning, respects for one another,
inclusion and diversity, integrity and the “One Whirlpool" feeling. Further
measures taken in this regard are covered under the Employees section of this report.

The conduct of our business is subject to various laws and regulations and compliance
with these regulations may require us to, among other things, change our manufacturing
processes or product offerings, or undertake other costly activities. The Company through
its Global Product Organisation closely monitors and tracks all these regulations/
developments to ensure that timely cost effective measures are taken to implement the
requirements.

We depend on information technology to improve the effectiveness of our operations, to
interface with our customers, consumers and employees, to maintain the continuity of our
manufacturing operations, and to maintain financial accuracy and efficiency. Given the
emerging scenario of digitalisation, cyber security is of utmost importance for the
Company. Considering that safeguarding our information assets, ensuring privacy, and
reducing human risks are paramount, there is an increased focus on Cybersecurity with
upgrades and refreshes across applications for improving security and productivity. A
robust incidence monitoring and reporting framework has been established to mitigate the
risk.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company's internal financial control framework commensurates with the size and
complexity of its business operations and has been established in accordance with the
requirements of the Companies Act, 2013 (“the Act"). The control framework has
well documented policies, guidelines and procedures covering all financial and operating
functions , which are periodically tested by the Internal Auditors, management and
Statutory Auditors.

The Company has an Internal Audit function. The Internal Audit department provides an
appropriate level of assurance on the design and effectiveness of internal controls, its
compliance with operating systems and policies of the Company at all locations. Based on
the internal audit report, process owners undertake corrective actions in their respective
areas and thereby strengthen the controls. Any significant audit observations and follow
up actions thereon are reported to the Audit Committee. The Audit Committee reviews
adequacy and effectiveness of the Company's internal controls environment and monitors the
implementation of audit recommendations, including those relating to strengthening of the
Company's risk management policies and systems.

The Audit Committee meets the Company's Statutory Auditors to ascertain, inter alia,
their views on the adequacy of internal control systems and periodically keeps the Board
of Directors informed of their major observations.

CAUTIONARY STATEMENT

Statements in the Annual Report describing the Company's objective, expectations or
forecasts may be forward looking within the meaning of applicable laws and regulations.
These statements are based on current projections about operations, industry conditions,
financial condition and liquidity. Those statements are not guarantees and are subject to
risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual
results could differ materially from these forward-looking statements.

Dividend

The Board of Directors have recommended a final dividend of INR 5/- per equity share
amounting to approx INR 634 Million for the financial year 2022-23. The dividend
recommendation is in accordance with the Dividend Distribution Policy of the Company which
is disclosed and the same is available on the Company's website at www.whirlpoolindia.com.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020,
dividends paid or distributed by the Company shall be taxable in the hands of the
shareholders and accordingly payment will be made after deduction of tax at source, if
applicable. The dividend on Equity Shares is subject to the approval of the Shareholders
at the 62nd Annual General Meeting scheduled to be held on 28th
August, 2023. The Register of Members and Share Transfer Books of the Company will remain
closed from 19th August, 2023 to 28th August, 2023 (both days
inclusive) for the purpose of payment of the dividend for the financial year ended 31
March, 2023 and the Annual General Meeting.

Share Capital

The paid up capital of the Company as on 31st March, 2023 was INR 12,687.18
lacs. During the year under review, the Company did not issue any class or category of
shares, employee stock options, convertible securities and consequently there is no change
in the capital structure since the previous year.

Subsidiaries, Joint Ventures or Associate Company

The Company holds 87.25% stake in Elica PB Whirlpool Kitchen Appliances Private Limited
(“Elica PB Whirlpool"). Elica PB Whirlpool has its registered office and
manufacturing facility situated at Pune. Elica PB Whirlpool is into the business of
manufacturing and distributing kitchen appliances such as kitchen hoods, hobs, built-in
ovens, built-in microwave ovens, dishwashers, etc. A turnover of INR 458.93 crores and a
profit before tax of INR 63.24 crores has been reported by Elica PB Whirlpool for the
financial year ended 2022-23 as against INR 374.93 crores and INR 57.57 crores
respectively, in the previous financial year registering a very strong growth of 22.4% in
terms of revenue. The growth in business is in line with Company's strategy and business
plans. A statement containing the salient features of the financial statements of the
subsidiary, Joint Venture in accordance with the provision of section 129(3) of the Act is
provided in Form AOC-1 attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiaries, are available on the
Company's website at www.whirlpoolindia.com

BOARD MEETINGS

In accordance with the provisions of Act. 5 (five) Board Meetings were held during the
financial year under review. Details of Board Meeting including the attendance of the
directors can be referred to in the ‘Meetings of the Board of Directors' in the
Corporate Governance Report annexed to this Annual Report.

Board of Directors and Key Managerial Personnel

During the Financial year 2022-23, at the 61st Annual General Meeting of the
Company held on 15th July, 2022, Mr. Arumalla Hari Bhavanaryana Reddy,
Executive Director was re-appointed for a period from 2nd February, 2023 till
31st August, 2024. Mr. Vishal Bhola (DIN: 08668079), director retiring by
rotation was also re-appointed. Mr. Vishal Bhola resigned as Managing Director of the
Company with effect from 03rd April, 2023 and Mr. Narasimhan Eswar was
appointed as Managing Director of the Company with effect from 04th April,
2023.

Pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, following have been designated as the
Key Managerial Personnel of the Company as on the date of the report: 

(a) Mr. Narasimhan Eswar- Managing Director 

(b) Mr. Arumalla Hari Bhavanaryana Reddy Executive Director 

(c) Mr. Aditya Jain Chief Financial Officer 

(d) Ms. Roopali Singh Compliance Officer and Company Secretary In accordance with the
provisions of the Act and the Article 115 of Article of Association of the Company at the
forthcoming Annual General Meeting of the Company, Mr. Anil Berera retires by rotation and
being eligible, offers himself for re-appointment. The resolution seeking shareholders'
approval for his re-appointment along with other required details forms part of the
Notice.

The Company has received necessary declarations pursuant to section 149(7) of the Act
read with Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules,
2014 and with the Code for Independent Directors prescribed in Schedule IV to the Act from
all the Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed under section 149(6) of the Act and Regulation 16(1)(b) and 25
of SEBI Listing Regulations. Further, there has been no change in the circumstances
affecting their status as Independent Directors of the Company.

Your Board of Directors is a diverse group of professionals with requisite
qualifications, experience, expertise and holds the highest standards of integrity. The
details of skills and expertise of the directors are provided in detail in the Corporate
Governance Report of the Company annexed to this Annual Report.

In accordance with the provisions of Regulation 25(7) and 46(2) of the Listing
Regulations, the Board of Directors of the Company are familiarised with Company's
operations, business, industry, regulations and other relevant developing areas applicable
to it. The details of the familiarisation programmes for the Independent Directors are
available on the website of the Company at www.whirlpoolindia.com

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirm that: 

a. In the preparation of the annual accounts, the applicable accounting standards had
been followed and that no material departures have been made from the same; 

b. They have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for that period; 

c. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance of the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities; 

d. The have prepared the annual accounts on a going concern basis; 

e. They have laid down internal financial controls for the Company and such internal
financial controls are adequate and operating effectively; and 

f. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination and Remuneration Committee
adopted the policy on Director' s appointment and remuneration, which inter alia includes
the criteria for determining the qualifications, positive attributes, independence of
directors and other matters relating to appointment and payment of remuneration to
directors and key managerial personnel and other employees of the Company. The Nomination
and Remuneration Committee reviews the policy from time to time and the policy is
available on the website of the Company at www.whirlpoolindia.com.

PERFORMANCE EVALUATION OF DIRECTORS

In line with the requirements of the Act and SEBI Listing Regulation, the Nomination
and Remuneration Committee recommended the criteria for evaluation of annual performance
of the Individual Directors, Independent Directors, Board as a whole, Chairman of the
Board and its Committees. An annual evaluation for this financial year was carried out by
the Board of Directors and the details of the process and mechanism are detailed in the
Corporate Governance Report annexed to this report.

RELATED PARTY DISCLOSURES

Pursuant to section 188 of the Act read with Rule 15 of the Companies (Meetings of
Board and its Powers) Rules, 2014, the Company did not enter into any material related
party transaction during the year under review with Promoters, Directors, Key Managerial
Personnel or other related parties which may have a potential conflict with the interest
of the Company. Further in line with policy on related party transactions, prior omnibus
approval by the Audit Committee was obtained for related party transactions which are of
repetitive nature and are in the ordinary course of business.

The Related Party Transactions during the financial year ended 31st March,
2023 were reviewed and approved by the Audit Committee and were also placed before the
Board. Particulars of contracts or arrangements with related parties referred to in
sub-section (1) of section 188 of the Act in the prescribed form (Form AOC-2) is attached
as Annexure - C.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments during the financial year as per
section 186 of the Act forms part of the notes to the financial statements provided in
this Annual Report.

AUDIT COMMITTEE

As on 31st March, 2023, the Audit Committee comprised of 4 (Four)
Non-Executive Independent Directors and 1 (One) Non-Executive Director. Powers and role of
the Audit Committee are included in the Corporate Governance Report. All the
recommendations made by the Audit Committee were accepted by the Board of Directors.
During the year under review, Mr. Anil Berera, was appointed as member of the Audit
Committee w.e.f. 01st November, 2022. All the members of the Committee have
relevant experience in financial matters. Mr. Rahul Bhatnagar, Chairman of the Committee
has adequate financial and accounting knowledge. Chief Financial Officer, Internal Auditor
and the Statutory Auditors of the Company are permanent invitees to the meeting. It is a
practice of the Committee to extend an invitation to the Managing Director and Cost
Auditor to attend the meeting as and when required.

Ms. Roopali Singh, Company Secretary, acts as Secretary of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Your Company has formulated CSR Policy in terms of Section 135 of the Act read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended (“CSR
Rules"). During the financial year 2022-23, your Company has spent on CSR activities
two percent of the average net profits of the Company during the three immediately
preceding financial years. As per applicable provision of the Act, during the financial
year 2022-23 an impact assessment was carried out for 2022-23 by an independent agency for
the Company's Skill Development Program. The impact assessment report forms part of the
CSR report of this Annual Report.

The activities undertaken by the Company are available on Company's website:
www.whirlpoolindia.com and further details of the CSR activities are contained in Annexure
- D of this Report.

RISK MANAGEMENT

Pursuant to the requirements of SEBI Listing Regulations, the Company has constituted a
Risk Management Committee and formulated a Risk Management Policy. In line with the
Policy, the Company identifies its material risks and its mitigation actions for the long
term continuity of the business. The Risk Management Committee on a periodic basis reviews
the risk assessment and minimization procedures and further informs the Board. The details
of the Risk Management Committee are included in the Corporate Governance Report which
forms part of this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company's Code of Conduct/Integrity Manual contains the vigil mechanism as
envisaged in the Act, the Rules prescribed thereunder and the SEBI Listing Regulations.
The core principles of the Company also form part of the Integrity Manual and any
grievances or concerns relating to violation of Company's Code of Conduct/ Integrity
Manual can be reported by the employees and other stakeholders without fear of reprisal.
It enables the Directors, employees and all stakeholders of the Company to report genuine
concerns.

The complaints, if any, are reported to the Audit Committee and no personnel has been
denied access to the Audit Committee. The Company has scheduled various training sessions
and certification courses during the year for its employees to sensitize them on the
availability and accessibility of the mechanism.

Further information on the subject can be referred to in section ‘Other
Disclosures - Integrity Manual/Whistle Blower Policy/Vigil Mechanism' of the Corporate
Governance Report and the Policy is available on on Company's website:
www.whirlpoolindia.com.

AUDITORS AND AUDITORS' REPORT 

Statutory Auditors

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.
301003E/E300005), were appointed as the Statutory Auditors of the Company at the 61st
Annual General Meeting (“AGM") held on 15th July, 2022 for a period
of five years and shall hold office until the conclusion of 66th Annual General
Meeting to be held in 2027. The statutory audit of the financial statements of the Company
for financial year 2022-23 was conducted by M/s. S.R. Batliboi & Co. LLP, Chartered
Accountants. The Statutory Auditors have confirmed to be competent, qualified and
independent of the Board and Management and there were no conflict of interest in
accordance with the provisions of the Act.

Secretarial Auditors

Pursuant to section 204 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Mr. N. C. Khanna (ICSI Membership No.:
4268 & Certificate of Practice No.: 5143) a Practicing Company Secretary, was
appointed as Secretarial Auditors of the Company for the financial year 2022-23. The
Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as
‘Annexure - E' to this Report. The Report does not contain any qualifications or
observations or adverse remarks of the Secretarial Auditors in the Report issued by them
for the financial year 2022-23 which call for any explanation from the Board of Directors.

Further, Mr. N. C. Khanna (ICSI Membership No.: 4268 & Certificate of Practice No.:
5143) a Practicing Company Secretary, has been re-appointed to conduct the Secretarial
Audit of the Company for the financial year 2023-24.

The Company has received his written consent and eligibility certificate that the
appointment is in accordance with the applicable provisions of the Act and rules framed
thereunder.

Cost Auditors

The Company had re-appointed M/s R. J. Goel & Co., Cost Accountants (Firm
Registration No.: 00026) as the Cost Auditors of the Company for the financial year ending
31st March, 2023 pursuant to the provisions of Section 141 read with Section
148 of the Act and Rules made thereunder to conduct cost audit of the accounts maintained
by the Company in respect of the various products prescribed under the applicable Cost
Audit Rules. Further, on the recommendation of the Audit Committee, the Board of Directors
have also re-appointed them as Cost Auditors for financial year 2023-24. The proposal for
their re-appointment along with the remuneration has been set out in the notice of the
ensuing Annual General Meeting for the approval of the shareholders.

The Cost Audit Report for the financial year 2021-22, issued by M/s R. J. Goel &
Co., Cost Auditors, in respect of the various products prescribed under Cost Audit Rules
was filed with the Ministry of Corporate Affairs (MCA) during the financial year.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year, your Company has complied with applicable Secretarial Standards i.e.
SS-1 and SS-2, relating to “Meetings of the Board of Directors" and
“General Meetings", respectively.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, there were no unclaimed amount or shares that
were required to be transferred to the Investor Education and Protection Fund (IEPF)
pursuant to the provisions of Section 124 and 125 of the Act read with the provisions of
Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,
2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules,
2001.

The details of the Nodal Officer appointed under the provisions of IEPF are available
on the website of the Company at www.whirlpoolindia.com.

LISTING OF SHARES

The Company's equity shares are listed on the National Stock Exchange of India Limited
(NSE) and BSE Limited (BSE).

CORPORATE GOVERNANCE

Your Company upholds the standards of governance and is compliant with the Corporate
Governance provisions as stipulated under SEBI Listing Regulations. A report on Corporate
Governance is annexed as Annexure - A and forms part of Annual Report along with
Compliance Certificate issued by Statutory Auditors is enclosed as part of Corporate
Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars with respect to Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo, as prescribed under Sub-section (3)(m) of Section 134
of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed as
Annexure -F to the Board's Report.

PARTICULARS OF EMPLOYEES

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(‘Rules'), is appended as Annexure - G to the Report. The information as per Rule 5
of the Rules, forms part of this Report. However, as per second proviso to Section 136(1)
of the Act and second proviso of Rule 5 of the Rules, the Report and Financial Statements
are being sent to the Members of the Company excluding the statement of particulars of
employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the
said statement may write to the Company Secretary at the Registered Office of the Company.

ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the
Company's website at www.whirlpoolindia.com.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals
which impacts the going concern status and Company's operations in future.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of the requirements of SEBI Listing Regulations, a report on sustainability in
the format of Business Responsibility and Sustainability Report forms part of this Annual
Report and is annexed herewith as Annexure - H.

ACKNOWLEDGMENT AND APPRECIATION

The Board places on record its appreciation for the support and cooperation your
Company has been receiving from its vendors, suppliers, distributors, business partners,
investors and others associated with it. Your Company appreciates their contribution and
support in its journey and looks upon them as partners in its progress. The Directors
would also like to acknowledge the exceptional contribution and commitment of the
employees of the Company. The unstinting efforts, resilience and dedicated efforts of all
the employees and workers of the Company is what propels the organisation forward.

Your Directors also take this opportunity to thank and appreciate the efforts of
Shareholders, Banks, Stock Exchanges, Government and Regulatory Authorities and look
forward to their continued support.

For and on behalf of the Board of Directors


  

    
Place of signature : Gurugram, Haryana
    
Arvind Uppal
    
Narasimhan Eswar
  
  

    
Date : May 17, 2023
    
Chairman
    
Managing Director
  
  

    

    
DIN: 00104992
    
DIN: 08065594