Whirlpool of India Secures Long-Term Brand & Tech Licenses, Services Agreement, and Approves AoA Amendments

Whirlpool of India Limited (WHIRLPOOL) announced the execution of five key agreements on October 16, 2025, following approvals from its audit committee and board of directors. These agreements, all treated as related party transactions and negotiated at arm's length, aim to foster continued growth and innovation with support from Whirlpool Corporation. The board also approved an amendment to the Company's Articles of Association on the same date, subject to shareholder approval.

Key agreements include: * Brand License Agreement (BLA) with Whirlpool Properties, Inc.: This grants a long-term (30 years initially, with 10-year renewal options) exclusive license to use the 'Whirlpool' brand and name in India and surrounding territories. It covers major, small, and commercial domestic appliances, expanding into new business segments for the Company. Royalty rates for major appliances will start at 1% of net sales for the first 5 years, increasing to 1.25% for years 6-7, and 1.5% thereafter. Small and commercial appliances will incur a 3% royalty. A Guaranteed Minimum Royalty of USD 6 million (₹51 crore) per year applies for the first 10 years, increasing to USD 9 million (₹76.5 crore) for years 11-20, and USD 12 million (₹102 crore) for years 21-30 and extensions. The existing brand license agreement from April 1, 2005, will be replaced. * Technology License Agreement (TLA) with Whirlpool Corporation: This secures an exclusive license for the Company to use certain technical intellectual property (Licensed IP) for major domestic appliance sub-categories. The initial exclusivity period is 10 years, extendable for 5-year periods, after which non-exclusive use continues without further royalty. Royalty rates are set at 0.60% of quarterly net sales until March 31, 2029, and 0.65% from April 1, 2029. This replaces an existing technical assistance agreement from May 13, 2005. * Services Agreement with Whirlpool Asia LLP: The Company will provide engineering, technical, advisory, and support services from its Global Technology and Engineering Centre (GTEC) in Pune. This agreement becomes effective when Whirlpool Corporation's indirect ownership falls below 50% and runs until March 31, 2029, with a potential 6-month extension. Service charges will be actual costs plus an 18% mark-up. A pre-agreed minimum service charge is guaranteed for FY27 (95%), FY28 (90%), and FY29 (80%) based on a ₹186 crore reference amount (FY25 GTEC service costs) plus the 18% markup. This replaces the existing annual services agreement from January 1, 2025. * Transitional Services Agreement (TSA) with Whirlpool Corporation: This facilitates business continuity and an orderly transition of operations as Whirlpool Corporation reduces its indirect ownership stake, providing for temporary transitional and reverse transitional services. * Deed of Assignment of Intellectual Property with Whirlpool Corporation.

The Company's liability under the Services Agreement is capped at ₹51 crore, with a similar cap for Whirlpool Asia LLP. Under the BLA, the Company's liability is capped at 150% of prior year's royalties, and Whirlpool Properties, Inc.'s liability at 100%. Sub-licensing to Elica PB Whirlpool Kitchen Appliances Private Limited is restricted until the existing Elica License expires on January 1, 2028. The Board Meeting commenced at 4:00 PM and concluded at 5:00 PM on October 16, 2025.