We have the honour to present our Sixty-Third Annual Report and Audited Statement of Accounts for the year ended March 31, 2023.

2022-23 Operations: Main Results

We are pleased to report excellent results in 2022-23. Once again, sales are the highest ever. Revenue from operations in 2022-23 is Rs.1,005.79 crores (up 5.0% over the previous year). Your Company has crossed Rs.1,000 crore turnover for the first time ever.

This year, profits are also the highest ever. Profit before tax is Rs.126.91 crores (12.4% higher than the previous year). Net profit after tax is Rs.94.78 crores (13.0% higher than the previous year).

Management Discussion and Analysis

We operate in the market consisting of Pressure Cookers and Cookware. The industry structure is quite competitive with both small-scale and organized sector units.

The unprecedented inflation in raw material costs has moderated. Along with more efficient operations this has helped improve our margins. We expect the competition to be intense, but your brand has strengthened during the pandemic and is now stronger.

We expect our products to continue to do well with the 53 new product launches we have done during the year at a rate of almost one launch per week. We have further plans.

Our permanent employees as on April 1,2022, were 589 and as on March 31, 2023, were 582 through normal attrition and recruitment. The morale of our employees at all locations is high and industrial relations are normal. We appreciate the contribution of our employees to the successful working of your Company.

Net profit after tax as a percentage of net sales in 2022-23 was 9.4% as against 8.8% in 2021-22. The average shareholders' funds/net worth grew to Rs.244.66 crores vs. Rs.195.40 crores in 2021-22. The net return after tax on shareholders' funds/net worth was 39% (in 2021-22: 43%).

Control Systems

In our judgment, the Company has adequate financial and administrative systems and controls and an effective internal audit function.

Key Financial ratios

The required details of significant changes (25% or more) in the key financial ratios for the year 2022-23 as compared to the year 2021-22 are as follows:

Cash flow during the year was good. Cash and cash equivalents plus balances with banks on deposit accounts as on March 31, 2023, were Rs. 100.82 crores (previous year: Rs.59.88 crores). We have plans to utilise these funds appropriately, including for managing working capital, improving quality and in further expanding production capacity.

risks and Concerns

Your Company has constituted a Risk Management Committee as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which are provided in the Report on Corporate Governance.

Foreseeable risks that the Company may encounter and concerns have been addressed in a documented Risk Management Framework and Policy which is reviewed by the Risk Management Committee and the Board from time to time.

Our capital and financial resources, liquidity position, supply chain and assets remain healthy.

opportunities and Threats

The excellent demand for our brands augurs well for the future of the Company.

While the cost of Aluminium, our main raw material, has moderated, the future outlook on the trend continues to be difficult to predict. Your Company is taking effective steps to deal with the challenge.

General inflation can impact the purchasing power of our customers.

Management continues to diligently watch the cost trends and pursues effective cost controls from time to time to keep our products affordable.

Outlook

We believe the outlook for our business is excellent under the circumstances. In this year, we have further strengthened the good reputation we have amongst our consumers and traders, associates and vendors. We expect to continue to increase our sales and profits.

All forward-looking statements in our report are based on our assessments and judgments exercised in good faith at this time. Of course, actual developments and/or results may differ from our present anticipation.

Directors

Mr. Subhadip Dutta Choudhury was re-appointed by the shareholders on the recommendations of the Board, the Nomination and Remuneration Committee and the Audit Committee as the Chairman of the Board and Managing Director designated as the Chief Executive Officer for three years with effect from October 1, 2022.

Mr. Sudeep Yadav was re-appointed by the shareholders on the recommendations of the Board, the Nomination and Remuneration Committee and the Audit Committee as the Vice-Chairman and Chief Financial Officer for three years with effect from October 1, 2022.

All the five Independent Directors, namely, General V. N. Sharma (Retd.), Mr. E. A. Kshirsagar, Mr. Ravi Kant, Prof. Leena Chatterjee and Mr. Murli Aildas Teckchandani, have given written declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Tej Paul Sharma retires by rotation as a Director at the 63rd AGM of the Company and, being eligible, offers himself for re-appointment for which the Board has resolved to recommend to the shareholders a suitable resolution.

As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a special resolution is proposed for your approval at the 63rd Annual General Meeting for the continuation of the directorship of Mrs. Susan M. Vasudeva, Non- Executive Director, who will attain the age of 75 years in August 2023.

The present tenures of Mr. Tej Paul Sharma and Mr. Neil Vasudeva as Wholetime Directors will end on September 30, 2023. Pursuant to the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board at its Meeting (Serial No.32) held on May 24, 2023, approved and resolved to recommend to the shareholders suitable resolutions for the re-appointments of Mr. Sharma and Mr. Vasudeva as Wholetime Directors for a period of three years each with effect from October 1, 2023, on the revised terms as stated in the Notice to Shareholders for the 63rd AGM of the Company.

All the Directors, including Independent Directors were updated on the Company's performance and plans in detail on May 23, 2023. The required details of the Independent Directors' Familiarization Programs are available at https://www.hawkinscookers.com/idfp.

2022-23 Operations: Other Aspects

The value of exports at Rs.61.72 crores in 2022-23 was down 10.4% over the previous year. Foreign Exchange used in 2022-23 was Rs.10.46 crores (Rs.4.96 crores in the previous year).

Our Research & Development Unit is recognised by the Department of Scientific and Industrial Research. The expenditure on Research & Development in 2022-23 was Rs.6.20 crores, 17.6% higher than the previous year. Required details are given in Appendix I.

Efforts continue in our factories and offices to save energy wherever possible.

The required details of Fixed Deposits taken under Sections 73 and 76 of the Companies Act, 2013, are as follows:

(a) Additional Amount accepted during the year:

Rs.5.26 crores.

(b) Amount that remained unpaid or unclaimed as

at the end of the year is Nil.

(c) Default in repayment of deposits or payment of

interest thereon: Nil.

dividend distribution policy

The Board of Directors has adopted the Dividend Distribution Policy in terms of the requirements of the Listing Regulations. The Policy is available on the website of the Company at https://www.hawkinscookers.com/download/ DividendDistributionPolicy.pdf.

Appropriations and Dividend

Out of the amount available for appropriation of Rs.219.83 crores (previous year: Rs.157.88 crores), we propose:

• Rs.1.00 crore transfer to General Reserve (previous

year: Rs.1.00 crore) and

• Rs.218.83 crores as surplus carried to the Balance

Sheet (previous year: Rs.156.88 crores).

In accordance with the Dividend Distribution Policy of the Company we are pleased to recommend Rupees One Hundred as dividend per Equity Share of Rs.10 (previous year total of interim and final dividends: Rupees One Hundred and Fifty per Equity Share).

Directors’ Responsibility Statement

The Board confirms that:

1. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

2. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and proper explanation given relating to material departures, if any. The Directors have prepared the Annual Accounts on a going-concern basis.

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

4. Based on the framework of the internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the relevant Board Committees, including the Audit and the Risk Management Committees, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2022-23.

5. The Directors have devised proper systems that are, in our opinion, adequate and operating effectively to ensure compliance with the provisions of all applicable laws.

Code of Conduct

The Board has formulated a Corporate Governance Code of Conduct for all the Directors of the Board and the Senior Managers of the Company. This Code is available on the website of the Company. All Directors and Senior Management Personnel have affirmed compliance with the Code. A declaration to this effect signed by the Chairman and Chief Executive Officer of the Company appears elsewhere in this Annual Report.

Sexual Harassment of Women at Workplace (prevention, prohibition and redressal) act, 2013

The Company has constituted Internal Complaints Committees at each of the five locations of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received regarding sexual harassment. In the year 2022-23, no case of sexual harassment was filed under the said Act.

Business responsibility and Sustainability report

A separate section on Business Responsibility and Sustainability forms part of our Report describing the initiatives taken by the Company from an environmental, social and governance perspective. The Business Responsibility and Sustainability Policy has also been placed on the Company's website at https://www.hawkinscookers.com/download/ BusinessResponsibilityandSustainabilityPolicy.pdf.

Corporate Governance

A separate section on Corporate Governance forms part of our Report. A certificate has been received from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Both appear elsewhere in the Annual Report.

auditors

M/s. Kalyaniwalla & Mistry LLP (Firm Registration No.104607W/W100166), Chartered Accountants, had been re-appointed as the Statutory Auditors of the Company at the 62nd Annual General Meeting held on August 4, 2022, for a second term of five years from the conclusion of the 62nd Annual General Meeting till the conclusion of the 67th Annual General Meeting of the Company.

Secretarial audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s. Jayshree Dagli and Associates, Company Secretaries in

Practice, to undertake the secretarial audit of the Company for the year 2022-23. The Secretarial Audit Report is annexed as Appendix ii.

Cost Records and Cost Audit

Maintenance of Cost Records and the requirement of a Cost Audit under the provisions of Section 148(1) of the Companies Act, 2013, are not applicable to our Company.

Annual Return

The Annual Return of the Company for the year 2022-23 shall be filed within 60 days of the ensuing 63rd AGM. The Return for the year 2021-22 duly filed with the Ministry of Corporate Affairs after the 62nd AGM held in the year 2022 is available on the Company's website at https://www.hawkinscookers.com/MGT-7.html.

Contracts or Arrangements with Related Parties

All related party transactions during the year were on arm's length basis and were not material as per the Related Party Transactions Policy of the Company.

Corporate Social Responsibility

The Company has selected a project called Improving the Health of Women and Children and Saving Energy and Money by using Pressure Cookers. The Company continued its education effort through a public service campaign in newspapers about the dangers of Indoor Air Pollution and how to use a pressure cooker to mitigate it, and how to make a gas cylinder last double the time by using a pressure cooker thereby conserving the environment as well as precious fuel resources for India. Additionally, the Company donated to the Akhand Jyoti Eye Hospital and the Prime Minister's National Relief Fund.

The Company has spent the entire amount of Rs.212.87 lakhs required to be spent on Corporate Social Responsibility (CSR) in the year 2022-23. The excess amount of Rs.2.57 lakhs spent on CSR in 2022-23 is carried forward to the financial year 2023-24 for set off from the CSR spend target for 2023-24, as duly approved by the Board.

The required Annual Report on CSR is given as appendix iii.

Directors’ performance Evaluation

The performance evaluation of each Director of the Board was carried out by the Nomination and Remuneration Committee at its Meeting (Serial No.15) held on May 23, 2023, as per the criteria set by it earlier. The said criteria are included in the Corporate Governance Report enclosed herewith. The performance evaluation of the non-Independent Directors, the Board as a whole and the Chairman of the Board was carried

out by the Independent Directors at their separate meeting held on May 23, 2023.

The Board of Directors at its Meeting (Serial No.32) held on May 24, 2023, reviewed the reports of evaluation received from the Nomination and Remuneration Committee and the Independent Directors and also the functioning of the Committees of the Board and carried out the evaluation of the Board as a whole, the Committees of the Board and each Director and found the performance of the Board, the Committees and all the individual Directors to be satisfactory.

Remuneration policy

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a Remuneration Policy for all employees of the Company including senior management and the Directors. The Remuneration Policy of the Company is designed to attract, motivate and retain suitable manpower in a competitive market. The remuneration package for each person is designed keeping a balance between fixed remuneration and profit and performance-linked incentives in order to achieve corporate performance targets. The Policy is aligned with the Company's mission, which states: "Our single-minded determination to please customers drives the kind of people we employ and promote, the investments we make and the results we produce."

The Remuneration Policy is placed on the Company's website at https://www.hawkinscookers.com/download/ RemunerationPolicy.pdf. The Board affirms that all the remunerations are as per the Remuneration Policy of the Company. Information as per Section 197 of the Companies Act, 2013, is given in Appendix iV.

Vigil Mechanism

The Company has an established Vigil Mechanism/ Whistle Blower Policy for Directors and employees to report concerns or grievances including unethical behaviour, fraud or violation of the Company's Corporate Governance Code of Conduct. The authority for the implementation of the Policy rests with the Vice-Chairman and Chief Financial Officer under the overall supervision of the Audit Committee of the Board.

Directors’ Report (Continued)

Appendix iResearch & Development

Specific areas in which R&D efforts have been carried out: R&D in materials, machines, processes and designs of components and products in order to improve the functioning and durability of products, to produce greater fuel economies and to improve the safety and convenience of the users of the products and introduce new products. Benefits derived as a result: launch of new products plus design and quality improvement/cost reduction in existing products. Future plan of action: we intend to support the R&D Centre and the Test Kitchen to meet corporate objectives for quality improvement, cost reduction, introduction of new products and consumer service and support. Capital expenditure on R&D: Rs.0.09 crores (previous year: Rs.0.05 crores). Recurring expenditure: Rs.6.11 crores, 0.6% of the total turnover (previous year: Rs.5.23 crores, 0.5%). Efforts made for technology absorption, adaptation and innovation: the Company continues to implement technology, made in India as well as developed inhouse, to improve and develop products and to reduce costs. No technology has been imported for the last three years. As on April 1,2023, there were 112 valid patents and design registrations in force. Benefits derived: as described above.

Secretarial auditor’s report

To the Members of Hawkins Cookers Limited, Mumbai

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test check basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test check basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For JAYSHREE DAGLI & ASSOCIATES Company Secretaries

Jayshree S. Joshi F.C.S.1451; C.P487 Peer Review Certi. No.: 1122/2021 May 24, 2023 UDIN:F001451E000362350

Form No. MR-3: Secretarial Audit Report for the Financial Year Ended 31st March, 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To the Members of Hawkins Cookers Limited, Mumbai

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by HAWKINS COOKERS LIMITED (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

(A) We have examined the books, papers, minutes books, forms and returns filed and other records maintained by HAWKINS COOKERS LIMITED ("the Company") for the financial year ended on 31st March, 2023 according to the provisions of:

1. The Companies Act, 2013 (the Act) & the Rules made there under to the extent applicable; and circulars, notifications, clarifications, Removal of Difficulties Orders or