Whirlpool of India executes strategic brand, technology, and service agreements; amends AOA

* Whirlpool of India Limited (WOIL) executed five key agreements on October 16, 2025, following approval from its audit committee and board of directors. These agreements are the Brand License Agreement (BLA) with Whirlpool Properties, Inc., Technology License Agreement (TLA) with Whirlpool Corporation, Services Agreement with Whirlpool Asia LLP, Transitional Services Agreement (TSA) with Whirlpool Corporation, and a Deed of Assignment of Intellectual Property (IP Assignment Deed) with Whirlpool Corporation. * These agreements aim to promote WOIL's continued growth, innovation, and ensure necessary support from Whirlpool Corporation. All negotiated rates are at market and consistent with existing rates. * Brand License Agreement (BLA): * Secures a long-term (initial 30 years with optional 10-year renewals) exclusive brand license for the 'Whirlpool' brand and name in India and neighboring countries from Whirlpool Properties, Inc. * Royalty rates for major domestic appliances: 1% of net sales for the first 5 years, 1.25% for years 6-7, and 1.5% thereafter. * Royalty rate for small and commercial domestic appliances (new business segments for WOIL) is 3% of net sales. * Guaranteed Minimum Royalty: USD 6 million (₹51 crore) annually for the first 10 years, USD 9 million (₹76.5 crore) for years 11-20, and USD 12 million (₹102 crore) for years 21-30 and subsequent extensions. * The existing brand and name licensing agreement dated April 1, 2005, will be replaced by the BLA. * The Company's subsidiary, Elica PB Whirlpool Kitchen Appliances Private Limited (Elica), is restricted from sub-licensing under the BLA until its existing trademark license agreement, which is extended until January 1, 2028, terminates or expires. * Technology License Agreement (TLA): * Grants exclusive access to technical know-how and Licensed IP for defined sub-categories of major domestic appliances from Whirlpool Corporation. * Royalty rate: 0.60% of quarterly net sales until March 31, 2029, then 0.65% thereafter during the exclusivity period. * Initial exclusivity period of 10 years, extendable for successive 5-year periods. Upon expiry, WOIL can use the IP non-exclusively without further royalty. * The existing technical assistance and transfer agreement dated May 13, 2005, will be replaced by the TLA. * Services Agreement: * WOIL will provide engineering, technical, advisory, and support services to Whirlpool Asia LLP from its Pune facility (Global Technology and Engineering Centre). * This agreement becomes effective once Whirlpool Corporation's indirect ownership in WOIL falls below 50% and will remain in effect until March 31, 2029, with an option for a 6-month extension. * Service charges comprise actual costs plus an 18% mark-up. * Guaranteed minimum service charges: 95% of ₹186 crore plus 18% markup for FY27, 90% of ₹186 crore plus 18% markup for FY28, and 80% of ₹186 crore plus 18% markup for FY29. * The Company's cumulative liability is capped at ₹51 crore. * Transitional Services Agreement (TSA): * Facilitates temporary transitional and reverse transitional services between Whirlpool Corporation and WOIL to ensure business continuity during the reduction of Whirlpool Corporation's indirect ownership. * Articles of Association (AOA) Amendment: * The Board of Directors approved an amendment to the Company's Articles of Association on October 16, 2025, subject to shareholder approval. * All these transactions are related party transactions and have been negotiated and agreed upon an arm’s length basis.