Hawkins Cookers Limited

July 4, 2026

BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai 400001

Dear Sirs,

Sub: Notice of the 66th Annual General Meeting

Please find attached herewith the Notice of the 66th Annual General Meeting of the Company to be held on Wednesday, July 29, 2026, at 2:30 p.m. at Rama Watumull Auditorium, Kishinchand Chellaram College, Dinshaw Wacha Road, Churchgate, Mumbai 400020.

Thanking you,

Yours faithfully,
for Hawkins Cookers Limited
BRAHMANAND
A PANI
Bigitally signed by
BRAHMANANDA PANI
Date: 2026.07.04 11:00:34
40530
Brahmananda Pani
Company Secretary

Regd. Office: Maker Tower, F101, Cuffe Parade, P.O. Box 16083, Mumbai (Bombay) 400 005. India
Corporate Identity Number: L28997MH1959PLC011304
Email: [email protected] Phone: (91 22) 2218 6607, 4242 5200 Fax: (91 22) 2218 1190
www.hawkinscookers.com

Hawkins

Hawkins Cookers Limited

Registered Office: Maker Tower F 101, Cuffe Parade, Mumbai 400 005.

CIN: L28997MH1959PLC011304 ☎ Tel: 022-2218 6607, 2218 1605

Website: www.hawkinscookers.com ☎ Email: [email protected]

NOTICE TO SHAREHOLDERS FOR THE 66TH ANNUAL GENERAL MEETING OF THE COMPANY

*Note: Shareholders coming in vehicles from Veer Nariman Road should turn right after Churchgate Station on to Maharshi Karve Road (adjacent to Oval Maidan), then turn right at Dinshaw Wacha Road.

NOTICE is hereby given that the 66th Annual General Meeting (AGM) of the shareholders of the Company will be held on Wednesday, the 29th day of July, 2026, at Rama Watumull Auditorium, Kishinchand Chellaram College, Dinshaw Wacha Road, Churchgate, Mumbai 400020, at 2:30 pm to transact the following business:

Ordinary Business

1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2026, and the Directors' and Auditors' Reports thereon.
2. To declare a Dividend of Rs.140 per equity share of Rs.10 each for the financial year ended March 31, 2026.
3. To appoint a Director in place of Mr. Tej Paul Sharma (DIN:09195422), who retires by rotation and, being eligible, offers himself for re-appointment as a Director of the Company.

Special Business

1. To consider and, if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:

"RESOLVED that pursuant to the provisions of Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013, the Company hereby approves the re-appointment of and remuneration payable to Mr. Tej Paul Sharma (DIN:09195422) as a Wholetime Director of the Company for a period of three years from October 1, 2026, to September 30, 2029, as per the terms and conditions of the Agreement between the Company and Mr. Tej Paul Sharma."

1. To consider and, if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:

"RESOLVED that pursuant to the provisions of Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013, the Company hereby approves the re-appointment of and remuneration payable to Mr. Neil Vasudeva (DIN:09208715) as a Wholetime Director of the Company for a period of three years from October 1, 2026, to September 30, 2029, as per the terms and conditions of the Agreement between the Company and Mr. Neil Vasudeva."

1. To consider and, if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:

"RESOLVED that pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 ("the Act"), the Companies (Appointment and Qualifications of Directors) Rules, 2014, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), Mr. Murli Aildas Teckchandani (DIN:00049563), who was appointed as an Independent Director of the Company

at the 61st Annual General Meeting of the Company and who holds office of an Independent Director up to July 31, 2026, and who has submitted a declaration that he meets the criteria for independence as provided in the Act and the Listing Regulations and who is eligible for being re-appointed as an Independent Director and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five consecutive years from August 1, 2026, to July 31, 2031."

1. To consider and, if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:

"RESOLVED that pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), the Companies (Appointment and Qualifications of Directors) Rules, 2014, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), Ms. Vini Mahajan (DIN:06943948), who has submitted a declaration that she meets the criteria for independence as provided in the Act and the Listing Regulations and who is eligible for being appointed as an Independent Director and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Act proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of five consecutive years from August 1, 2026, to July 31, 2031."

1. To consider and, if thought fit, to pass the following resolution as an ORDINARY RESOLUTION:

"RESOLVED that pursuant to the provisions of Sections 73, 76 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), and the Companies (Acceptance of Deposits) Rules, 2014, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to invite and accept fixed deposits from the Members of the Company and the Public within the limits prescribed in the Act and the overall borrowing limits of the Company as approved by the Members from time to time."

"RESOLVED FURTHER that the Board of Directors be and is hereby authorised to finalise the scheme for the invitation and acceptance of fixed deposits from the Members of the Company and the Public and to sign and execute deeds, applications and documents that may be required on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental to give effect to this resolution."

By Order of the Board

Mumbai
June 27, 2026

Brahmananda Pani
Company Secretary

NOTES

1. A Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on a poll instead of himself by due authorisation through the Proxy Form appended to this Notice and such proxy need not be a member of the Company. Proxies, in order to be valid, must be lodged at the Registered Office of the Company not less than forty-eight hours before the commencement of the AGM. A person can act as a proxy on behalf of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A Member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or Member.

2. Members/Joint shareholder(s)/Proxies are requested to:

(a) bring the attendance slip (separately enclosed herewith in this envelope) duly completed to the AGM and sign the same at the meeting venue in order to obtain entry.

(b) bring their copy of the Annual Report with them to the AGM.

1. Members holding physical shares must mandatorily update their KYC – PAN, Bank details and Contact details, as required by SEBI – with the Company's Registrar and Share Transfer Agent, MUFG Intime India Pvt. Ltd. (formerly known as Link Intime India Pvt. Ltd.), C-101, 247 Park, LBS Marg, Vikhroli West, Mumbai 400083, Tel. No. 8108116767, Email: [email protected] or they can visit the website https://in.mpms.mufg.com, choose "Investor Services" section and then select "Service Request" option to lodge the query or they can do so with the Company at [email protected],

quoting their folio number. Members holding shares in the dematerialised form must mandatorily update their KYC – PAN, Bank details and Contact details – with their respective Depository Participants. All the Members are advised to register their Nominee(s) using the 'Choice of Nomination' for faster and simpler transmission of their shares according to the Members' wishes.

1. Members are also requested to ensure that their National Electronic Clearing Service mandate is registered with the Company's Share Transfer Agent, MUFG Intime India Pvt. Ltd., in respect of shares held in the physical form, and those with demat accounts must ensure the same with their Depository Participant in order to conveniently receive the dividend directly into their specified bank account. Dividends shall be processed only in electronic mode, and payment through dividend warrants or cheques has been discontinued as mandated by SEBI. Further, it is mandated that the shareholders holding shares in the physical mode, whose KYC details are not updated, shall be eligible for any dividend payment in respect of such folios only upon updating the KYC details in the folio.

2. The Notice calling the AGM has been posted on the Company's website at https://www.hawkinscookers.com/download/NoticeOfAGM2026.pdf. The Annual Report has been posted on the Company's website at https://www.hawkinscookers.com/download/annual_report_2025-26.pdf. The Notice and Annual Report can also be accessed from the websites of BSE Limited at www.bseindia.com and NSDL at www.evoting.nsdl.com.

3. Regulation 40(1) of the SEBI Listing Regulations requires shares to be transferred only in the dematerialized form. SEBI also requires physical shareholders' requests for issue of duplicate, renewal/endorsement/sub-division/consolidation/transmission of and name transposition in share certificates and claim of shares from the Unclaimed Suspense Account of the Company to be effected in demat form only.

4. The Register of Members and Transfer Books will remain closed from July 23, 2026, to July 29, 2026, both days inclusive.

5. The dividend, if approved at the AGM, will be made payable to those Members whose names appear on the Company's Register of Members on July 29, 2026, in respect of shares held in the physical form. In respect of shares held in the dematerialised form, the dividend will be payable on the basis of beneficial ownership as on July 22, 2026, made available by the National Securities Depository Limited (NSDL) and/or the Central Depository Services (India) Limited (CDSL).

6. Relevant documents referred to in the Notice calling the AGM and the Explanatory Statements are open for inspection by the Members at the Registered Office of the Company between 10:00 am and 1:00 pm on all working days of the Company and will also be kept open at the venue of the 66th AGM till the conclusion of the said AGM. Members seeking to inspect such documents at the Registered Office of the Company may send an email in advance to [email protected].

7. As per Section 90 (1) of the Companies Act, 2013, read with Rules 2(h) and 3 of the Companies (Significant Beneficial Owners) Rules, 2018, any individual who, acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, holds beneficial interests of not less than ten percent in the shares of the Company or has the right to exercise, or actually exercises significant influence or control as defined in clause (27) of section 2, over the Company, is requested to make a declaration to the Company in form BEN-1, which is available on the MCA website.

8. Information required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as per Regulation 36(3) for the Directors seeking appointment/re-appointment at the 66th Annual General Meeting in respect of Item Nos. 3 to 7 of the Notice, and Explanatory Statements for the Special Business pursuant to Section 102 of the Companies Act, 2013, in respect of Item Nos. 4 to 8 of the Notice, follow herein below:

Item Nos. 3 and 4 of the Notice: Re-appointment of Mr. Tej Paul Sharma as a Wholetime Director of the Company, liable to retire by rotation.

Mr. Tej Paul Sharma, 64 years of age, holds a Bachelor of Commerce from St. Xavier's College, Calcutta. He joined Hawkins as an Accounts Executive in the Company's Hoshiarpur factory in 1983. He moved to Sales in 1985 as a frontline salesman. He rose through the ranks to become a Zonal Sales Manager in 1992. Thereafter, he managed Distribution and Key Accounts like CSD, eventually taking charge of All India Sales as Vice President-Sales in 2000. He was designated as the Executive Vice President - Sales in 2013. Mr. Sharma was elected by the Members for the first time as a Wholetime Director designated as Executive Director - Sales for a period of twenty six months with effect from August 1, 2021. He was re-appointed for a period of three years from October 1, 2023, to September 30, 2026. Currently, as the Executive Director-Sales, he also looks after Exports, Distribution, Depot Administration and the Mahim office. Before joining Hawkins, Mr. Sharma worked as a salesman in his father's business of bicycle parts.

Mr. Sharma had attended all the four Board Meetings held in the year 2025-26. The total remuneration of Mr. Sharma for the year 2025-26 was Rs.301.66 lakhs.

3

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting (Serial No. 45) held on May 28, 2026, decided that it is in the interest of your Company to re-appoint Mr. Tej Paul Sharma as a Wholetime Director, liable to retire by rotation, for a period of three years from October 1, 2026, on revised terms, subject to your approval.

The main terms and conditions of the re-appointment of Mr. Tej Paul Sharma as a Wholetime Director of the Company are summarised as follows: Salary: Rs.5 lakhs per month (increased from Rs.3.50 lakhs in the earlier contract). Commission on net profits: up to 1.1%, depending upon performance. Provident Fund/Superannuation/Annuity Fund/Pension Fund contributions: as per the Rules of the Company. Gratuity: as per the Rules of the Company, not exceeding half a month's salary for each completed year of service. Company owned/leased accommodation may be provided for which 10% of the salary to be deducted; in case no accommodation is provided, House Rent Allowance at the rate of 60% of his salary. Home Appliances to be provided by the Company as per the Company's Rules. Medical expenses incurred by Mr. Tej Paul Sharma and his family to be borne by the Company; medical insurance for Mr. Tej Paul Sharma and his family may be arranged by the Company at its cost - the Company to use such insurance to defray expenses covered by it. Leave Travel Allowance: Rs.80,000 per annum. Clubs: Corporate membership of up to two clubs the fees of which shall be paid by the Company. Personal Accident Insurance at an annual premium not exceeding Rs.20,000. Life Insurance at an annual premium not exceeding Rs.50,000 or the benefit of Life Insurance for a sum assured of up to Rs.2 crores as part of the group insurance policy taken by the Company. Car and driver: for business and personal use. Telephone and Internet: free at residence, also one Mobile connection to be provided (long distance personal calls excluded). Leave as per the rules of the Company; encashment of leave at the end of the tenure. Total remuneration is subject to an overall ceiling of 2% of the net profits of the Company computed as per Section 198 of the Companies Act, 2013. If the calculated remuneration including the commission for all Executive Directors exceeds 10% of the applicable Net Profits of the Company, the commission payable to Mr. Sharma shall be reduced pro-rata such that the total remuneration including the commission paid to all the Executive Directors does not cross the said 10%. In case of inadequate or no profits, the total yearly salary and perquisites to be limited to Rs.120 lakhs plus 0.01% of the effective capital of the Company in excess of Rs.250 crores excluding terminal benefits to the extent permitted under Schedule V of the Companies Act, 2013. Mr. Tej Paul Sharma is required to maintain confidentiality of the company's information and not to be involved directly or indirectly in any competitive business. The designation

of and allocation of work to Mr. Tej Paul Sharma may be altered by the Chairman and Chief Executive Officer without affecting any other term or condition. Agreement is terminable by three months' notice given by either party. Ceasing of employment causes end of Wholetime Directorship. In case of dispute, arbitration under The Arbitration and Conciliation Act, 1996, is mandatory.

Mr. Sharma is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013, or under any other provision of the said Act. Mr. Sharma is not debarred from holding the office of a Director pursuant to any order issued by the Securities and Exchange Board of India (SEBI) or an order of any other such authority.

Mr. Sharma is not a Director of any other Company. He holds 10 shares in the Company. He is not related to any Director or Key Managerial Personnel of the Company.

A copy of the Agreement between the Company and Mr. Tej Paul Sharma is available for inspection by the Members at the Registered Office of the Company between 10.00 am and 1.00 pm on all working days of the Company and will also be kept available at the venue of the 66th AGM till the conclusion of the said AGM.

Mr. Sharma is concerned and interested in these resolutions and his relatives may be deemed to be concerned and interested in these resolutions. Save and except the above, none of the other Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested in these resolutions.

The Board of Directors recommends the Ordinary Resolutions at Item Nos. 3. and 4. for your approval.

Item No. 5 of the Notice: Re-appointment of Mr. Neil Vasudeva as a Wholetime Director of the Company, liable to retire by rotation.

Mr. Neil Vasudeva, 55 years of age, holds a Bachelor of Arts from St. Stephens College, Delhi, and a Post Graduate Diploma in Business Management from XLRI, Jamshedpur. Prior to joining the Company in 1997 he had worked for four years with Reckitt & Colman of India Ltd. rising to the rank of a Product Manager. He was first appointed as a Senior General Manager-South Zone Sales. After working for seven years in Sales he was transferred to Marketing as Chief Executive-Marketing Projects. In 2013 he was made in charge of Marketing as the Executive Vice President - Marketing. He was elected by the Members for the first time as a Wholetime Director designated as Executive Director - Marketing for a period of twenty six months with effect from August 1, 2021. He was re-appointed for a period of three years from October 1, 2023, to September 30, 2026. Currently, as the Executive Director-Marketing, he also looks after the Online Business, Consumer Service, the Test Kitchen and Personnel. Mr. Neil Vasudeva is a Promoter of the Company.

Mr. Vasudeva had attended all the four Board Meetings held in the year 2025-26. The total remuneration of Mr. Vasudeva for the year 2025-26 was Rs.262.56 lakhs.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting (Serial No.45) held on May 28, 2026, decided that it is in the interest of your Company to re-appoint Mr. Neil Vasudeva as a Wholetime Director, liable to retire by rotation, for a period of three years from October 1, 2026, on revised terms, subject to your approval.

The main terms and conditions of the re-appointment of Mr. Neil Vasudeva as a Wholetime Director of the Company are summarised as follows: Salary: Rs.4.75 lakhs per month (increased from Rs.3.25 lakhs in the earlier contract). Commission on net profits: up to 1.0%, depending upon performance. Provident Fund/Superannuation/Annuity Fund/Pension Fund contributions: as per the Rules of the Company. Gratuity: as per the Rules of the Company, not exceeding half a month's salary for each completed year of service. Company owned/leased accommodation may be provided for which 10% of the salary to be deducted; in case no accommodation is provided, House Rent Allowance at the rate of 60% of his salary. Home Appliances to be provided by the Company as per the Company's Rules. Medical expenses incurred by Mr. Neil Vasudeva and his family to be borne by the Company; medical insurance for Mr. Neil Vasudeva and his family may be arranged by the Company at its cost - the Company to use such insurance to defray expenses covered by it. Leave Travel Allowance: Rs.80,000 per annum. Clubs: Corporate membership of up to two clubs the fees of which shall be paid by the Company. Personal Accident Insurance at an annual premium not exceeding Rs.20,000. Life Insurance at an annual premium not exceeding Rs.50,000 or the benefit of Life Insurance for a sum assured of up to Rs.2 crores as part of the group insurance policy taken by the Company. Car and driver: for business and personal use. Telephone and Internet: free at residence, also one Mobile connection to be provided (long distance personal calls excluded). Leave as per the rules of the Company; encashment of leave at the end of the tenure. Total remuneration is subject to an overall ceiling of 2% of the net profits of the Company computed as per Section 198 of the Companies Act, 2013. If the calculated remuneration including the commission for all Executive Directors exceeds 10% of the applicable Net Profits of the Company, the commission payable to Mr. Vasudeva shall be reduced pro-rata such that the total remuneration including the commission paid to all the Executive Directors does not cross the said 10%. In case of inadequate or no

profits, the total yearly salary and perquisites to be limited to Rs.120 lakhs plus 0.01% of the effective capital of the Company in excess of Rs.250 crores excluding terminal benefits to the extent permitted under Schedule V of the Companies Act, 2013. Mr. Neil Vasudeva is required to maintain confidentiality of the company's information and not to be involved directly or indirectly in any competitive business. The designation of and allocation of work to Mr. Neil Vasudeva may be altered by the Chairman and Chief Executive Officer without affecting any other term or condition. Agreement is terminable by three months' notice given by either party. Ceasing of employment causes end of Wholetime Directorship. In case of dispute, arbitration under The Arbitration and Conciliation Act, 1996, is mandatory.

The remuneration payable to Mr. Neil Vasudeva does not exceed the limit prescribed by SEBI in Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, an Ordinary Resolution is recommended by the Board for your approval.

Mr. Vasudeva is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013, or under any other provision of the said Act. Mr. Vasudeva is not debarred from holding the office of a Director pursuant to any order issued by the Securities and Exchange Board of India (SEBI) or an order of any other such authority.

Mr. Vasudeva is not a Director of any other Company. He holds 8,37,140 shares in the Company. He is the step-son of Mrs. Susan M. Vasudeva, Non-Executive Director of the Company. He is not related to any other Director of the Company or Key Managerial Personnel of the Company.

A copy of the Agreement between the Company and Mr. Neil Vasudeva is available for inspection by the Members at the Registered Office of the Company between 10.00 am and 1.00 pm on all working days of the Company and will also be kept available at the venue of the 66th AGM till the conclusion of the said AGM.

Mr. Neil Vasudeva and Mrs. Susan M. Vasudeva, Directors, are concerned and interested in this resolution and their relatives may be deemed to be concerned and interested in this resolution. Save and except the above, none of the other Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested in this resolution.

The Board of Directors recommends the Ordinary Resolution at Item No. 5. for your approval.

5

6

Item No. 6 of the Notice: Re-appointment of Mr. Murli Aildas Teckchandani as an Independent Director.

Mr. Murli Aildas Teckchandani, age 78 years, was appointed as an Independent Director of the Company with effect from August 1, 2021, for a period of five years, vide an Ordinary Resolution passed by the Members of the Company at the 61st Annual General Meeting of the Company held on July 29, 2021.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consent of the Members was accorded at the 62nd AGM of the Company held on August 4, 2022, by a Special Resolution for the continuance of the Directorship of Mr. Teckchandani from October 19, 2022, up to the end of his current term on July 31, 2026, since he would have attained the age of 75 years on October 19, 2022.

Mr. Teckchandani has been providing consultancy for new businesses, business strategy and legal matters since November 2013. Prior to that he had worked with Hawkins, joining in 1983 as Vice President-Finance and in 1997 taking over the Technical operations as Senior Vice President-Technical. He was elected by the Members as the Executive Director-Operations in 2001. Effective June 1, 2010, he was transferred to the position of Executive Director-Finance and Administration. During his span of 30 years with Hawkins he had managed the Sales, Commercial and Technical departments and had worked extensively with the then Chairman, Mr. Brahm Vasudeva. He retired from the Company in November 2013. Prior to joining the Company, he was General Manager-Finance with Bright Brothers Limited. Mr. Teckchandani holds a B.E. Degree in Electrical Engineering from the Regional Engineering College, Durgapur, and a Post Graduate Diploma in Business Administration from the Indian Institute of Management, Ahmedabad.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting (Serial No.45) held on May 28, 2026, decided to recommend a suitable resolution to the shareholders at the 66th AGM of the Company to re-appoint Mr. Murli Aildas Teckchandani as an Independent Director for a second term of five consecutive years from August 1, 2026. The Company has received a Notice under Section 160 of the Companies Act, 2013, from a Member proposing the re-appointment of Mr. Murli Aildas Teckchandani as an Independent Director of the Company. The Company has received a declaration from Mr. Murli Aildas Teckchandani that he meets the criteria of independence as prescribed under

Section 149 (6) of the Act and under Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Teckchandani is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent in writing to act as a Director of the Company. He is not debarred from holding the office of a Director pursuant to any order issued by SEBI or an order of any other such authority.

In the opinion of the Board, Mr. Teckchandani fulfills the conditions for appointment as an Independent Director as specified in the Act and the Rules framed thereunder and he is independent of the Management.

Based on the performance evaluation of Mr. Teckchandani, his contributions made during his tenure and the recommendation of the Nomination and Remuneration Committee, the Board considers that the continuance of Mr. Teckchandani as an Independent Director would be in the interest of the Company because his experience in business strategy, corporate accounts, legal matters and technical operations is of significant value to the Company.

Mr. Teckchandani is not a director of any other Company. He holds 934 shares of Hawkins Cookers Limited. He is not related to any Director or Key Managerial Personnel of the Company.

Mr. Teckchandani had attended all the four Board Meetings held in the year 2025-26. During the year 2025-26, Mr. Teckchandani was paid sitting fees of Rs.8.25 Lakhs and commission of Rs.29 lakhs pertaining to the year 2024-25. For the year 2025-26, commission proposed to be paid to Mr. Teckchandani is Rs.33.07 lakhs.

Mr. Teckchandani would be entitled to sitting fees for attending the Meetings of the Board of Directors and Committees thereof. In addition, he would be entitled to commission as determined each year by the Board of Directors within the limits approved by the Members of the Company for the Non-Executive Directors of the Company.

Mr. Teckchandani is concerned and interested in this resolution. The relatives of Mr. Teckchandani may be deemed to be concerned and interested in this resolution. Save and except the above, none of the other Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested in the resolution.

The Board of Directors recommends the Special Resolution at Item No. 6. for your approval.

Item No. 7 of the Notice: Appointment of Ms. Vini Mahajan as an Independent Director

Ms. Vini Mahajan, 61 years of age, is a retired Indian Administrative Service (IAS) officer of the 1987 batch, Punjab cadre. Over her 37-year career, she has held several key positions in both the state and central governments. She served as a Secretary in the Department of Drinking Water and Sanitation under the Ministry of Jal Shakti from January 2022-October 2024. She served as the first woman Chief Secretary of Punjab and also led several crucial offices in the State such as the Departments of Housing & Urban Development, Revenue, Industries & Commerce, IT and Investment Promotion, Health and Finance. Ms. Mahajan served as a Director and then a Joint Secretary to the Prime Minister of India from 2005-2012, and earlier in 2004-05 as a Director in the Department of Economic Affairs, Ministry of Finance. She has served in many field positions, including as the Deputy Commissioner, Ropar. Ms. Mahajan holds a B.A. (Honours) in Economics from Lady Shri Ram College, Delhi University, and an MBA from IIM Calcutta, where she was placed on the Roll of Honour and later awarded the Distinguished Alumnus award. She was also a recipient of the National Talent Search Scholarship, and a Hubert Humphrey Fellow at American University, Washington, D.C.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting (Serial No.45) held on May 28, 2026,

decided to recommend a suitable resolution to the shareholders at the 66th AGM of the Company to appoint Ms. Vini Mahajan as an Independent Director for a term of five consecutive years from August 1, 2026. Ms. Mahajan is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent in writing to act as a Director of the Company. She is not debarred from holding the office of a Director pursuant to any order issued by SEBI or an order of any other such authority.

The Company has received a Notice under Section 160 of the Companies Act, 2013, from a Member proposing the appointment of Ms. Vini Mahajan as an Independent Director of the Company. The Company has received a declaration from Ms. Vini Mahajan that she meets the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and under Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, Ms. Mahajan possesses appropriate skills, expertise, experience and knowledge useful to the Company and fulfills the conditions for appointment as an Independent Director as specified in the Act and the Rules framed thereunder and she is independent of the management. The Board believes that Ms. Mahajan's experience and insights into governance, audit, administration, implementation and management are of considerable value to the Company.

The details of the Directorship and the Board Committee Membership of Ms. Mahajan are as follows:

Ms. Mahajan does not hold any shares of the Company. She is not related to any Director or Key Managerial Personnel of the Company.

Ms. Mahajan would be entitled to sitting fees for attending the Meetings of the Board of Directors and Committees thereof. In addition, she would be entitled to commission as determined each year by the Board of Directors within the limits approved by the Members of the Company for the Non-Executive Directors of the Company.

Ms. Mahajan is concerned and interested in this resolution. The relatives of Ms. Mahajan may be deemed to be concerned and interested in this resolution. Save and except the above, none of the other Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested in the resolution.

The Board of Directors recommends the Special Resolution at Item No. 7. for your approval.

Item No. 8 of the Notice: Acceptance of Fixed Deposits.

The Company has a Fixed Deposit Scheme, pursuant to the provisions of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, whereunder it accepts unsecured deposits from the Members of the Company and the Public. The said Scheme is valid up to the date of this 66th Annual General Meeting.

Along with complying with the conditions stated in Sections 73 and 76 of the Companies Act, 2013, the approval of the shareholders is required for accepting deposits from the Members and the Public within the limits prescribed under the Companies (Acceptance of Deposits) Rules, 2014.

The Board of Directors at its Meeting (Serial No.45) held on May 28, 2026, has resolved to recommend to the Shareholders the acceptance of Fixed Deposits from the Members and the Public pursuant to Sections 73 and 76 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014. The unsecured Fixed Deposit Scheme would be credit rated on an annual basis as required under the said Act read with the said Rules. It is proposed to authorise the Board to finalise the terms of the said Fixed Deposit Scheme and to do such other acts and deeds as may be necessary or incidental thereto.

None of the Directors of the Company are in any way concerned or interested in the said resolution. Key Managerial Personnel, Directors' Relatives and Relatives of Key Managerial Personnel are eligible to the benefits of the Scheme on the same terms and at the same interest rates as are applicable to the Members and the Public.

The Board of Directors recommends the Ordinary Resolution at Item No. 8. for your approval.

12. Procedure for remote e-voting

12.1. Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its Members the facility to exercise their right to vote on the resolutions proposed to be considered at the 66th AGM by remote e-voting and the business may be transacted through remote e-voting services provided by National Securities Depository Limited (NSDL) as the authorized agency for facilitating voting through electronic means.

12.2. The remote e-voting period shall commence at 9:00 am on Sunday, July 26, 2026, and will end at 5:00 pm on Tuesday, July 28, 2026. The remote e-voting module shall be disabled by NSDL at 5:00 pm on July 28, 2026. The Members whose names appear in the Register of Members as on the cut-off date (record date) of July 22, 2026, may cast their vote electronically. The voting rights of the Members shall be in proportion to the number of equity shares held by them as on the said cut-off date.

The instructions for remote e-voting provided by NSDL are detailed in two steps (1. Login and 2. Casting Vote) as under:

Step 1: Access to the NSDL e-Voting system

A. Login for e-Voting for Individual shareholders holding demat securities at NSDL/CDSL

9

1. Visit the e-Voting website of NSDL. Open the web browser and type the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of the e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. The user will have to enter his/her User ID (i.e., the sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, the user will be redirected to the NSDL Depository site wherein the user can see the e-Voting page. Click on the company name or the e-Voting service provider, i.e., NSDL and the user will be redirected to the e-Voting website of NSDL for casting his/her vote during the remote e-Voting period.

2. Shareholders/Members can also download the NSDL Mobile App facility "NSDL Speede" by scanning the QR code shown below for a seamless voting experience.

NSDL Mobile App is available on |
| Demat securities held with CDSL | 1. Users who have opted for the CDSL Easi/Easiest facility, can login through their existing user id and password. Option has been made available to reach the e-Voting page without any further authentication. To login into Easi/Easiest the users are requested to visit the CDSL website www.cdslindia.com and click on Login icon and New System Myeasi Tab and then use their existing Myeasi username and password.

1. After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the eVoting is in progress as per the information provided by the company. On clicking the eVoting option, the user will be able to see the e-Voting page of the e-Voting service provider for casting the user's vote during the remote e-Voting period. Additionally, links are also provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.

2. If the user is not registered for Easi/Easiest, the option to register is available at the CDSL website www.cdslindia.com. Click on Login & New System Myeasi Tab and then click on the registration option.

3. Alternatively, the user can directly access the e-Voting page by providing the Demat Account Number and PAN from the e-Voting link available on the www.cdslindia.com home page. The system will authenticate the user by sending an OTP on the registered Mobile and Email of the shareholder as recorded in the Demat Account. After successful authentication, the user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers. |

Important note: Members who are unable to retrieve their User ID/Password are advised to use the Forget User ID and Forget Password option available at the abovementioned websites.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through their Depository, i.e., NSDL or CDSL.

Individual demat Shareholders can also login using the login credentials of the demat account through their Depository Participant registered with NSDL/CDSL for the e-Voting facility. Upon logging in, the user will be able to see the e-Voting option. Click on the e-Voting option, the user will be redirected to the NSDL/CDSL Depository site after successful authentication, wherein the user can see the e-Voting feature. Click on the company name or e-Voting service provider, i.e., NSDL and the user will be redirected to the e-Voting website of NSDL for casting his/her vote during the remote e-Voting period.

B. Login Method for e-Voting for non-individual demat shareholders and shareholders holding shares in the physical mode.

1. Visit the e-Voting website of NSDL. Open a web browser and type the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of the e-Voting system is launched, click on the icon "Login" which is available under the 'Shareholder/Member' section.
3. A new screen will open. The user will have to enter the User ID, Password/OTP and a Verification Code as shown on the screen.

Alternatively, if the shareholder is registered for NSDL eservices, i.e., IDeAS, the user can log-in at https://eservices.nsdl.com/ with the existing IDeAS login. Once the user logs in, click on e-Voting and the user can proceed to Step 2, i.e., Cast your vote electronically.

1. Your User ID details are given below:

1. Password details for shareholders other than Individual shareholders are given below:

a) If the shareholder is already registered for e-Voting, then the existing password can be used to login and cast the vote.
b) If the user is using the NSDL e-Voting system for the first time, the user will need to retrieve the 'initial password' which was communicated to the user. Once the user retrieves the 'initial password', the user needs to enter the 'initial password' and the system will force a change of the password.
c) How to retrieve your 'initial password'?

(i) If the shareholder's email ID is registered in the demat account or with the company, the 'initial password' is communicated on the email ID. Trace the email sent from NSDL in the mailbox. Open the email and open the attachment which is a .pdf file. The password to open the .pdf file is the 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or the folio number for shares held in the physical form. The .pdf file contains the 'User ID' and the 'initial password'.
(ii) If the email ID is not registered, please follow the steps mentioned in 12.4 "Process for those shareholders whose email ids are not registered".

1. If the shareholder is unable to retrieve or has not received the "Initial password" or has forgotten the password:
   a) Click on "Forgot User Details/Password?" (If holding shares in a demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
   b) "Physical User Reset Password?" (If holding shares in the physical mode) option available on www.evoting.nsdl.com.
   c) If the shareholder is still unable to get the password by the aforesaid two options, please send a request to [email protected] mentioning the demat account number/folio number, PAN, name and the registered address.
   d) Members can alternatively use the convenient OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
2. After entering the Member's password, tick on Agree to "Terms and Conditions" by selecting on the check box.
3. Now, click on "Login" button.
4. After clicking on the "Login" button, the Home page of e-Voting will open.

Step 2: Cast your vote electronically on the NSDL e-Voting system.

1. After successful login at Step 1, the Member will be able to see all the companies' "EVEN" in which the Member holds shares and whose voting cycle is in the active status.
2. Select "EVEN" of Hawkins Cookers Limited to cast the vote during the remote e-Voting period.
3. Now the Member is ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
5. Upon confirmation, the message "Vote cast successfully" will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

12.3. General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send a scanned copy (PDF/JPG Format) of the relevant Board Resolution/Power of Attorney/Authority letter, along with attested specimen signature(s) of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by an email at [email protected] with a copy marked to [email protected] or upload the same by clicking on "Upload Board Resolution/Authority Letter" displayed under the "e-Voting" tab in their Login.
2. It is strongly recommended not to share your password with any other person and to take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" (if shares are held in demat form) or "Physical User Reset Password?" (if shares are held in the physical form) option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and the e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022-4886 7000 or send a request by email to Mr. Amit Vishal or Mr. Sagar S. Gudhate or Ms. Pallavi Mhatre from NSDL at [email protected].

12.4. Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in the physical mode, please provide the Folio No., Name of shareholder, scanned copy of the share certificate (front and back), self-attested scanned copy of PAN card and self-attested scanned copy of Aadhaar Card by email to [email protected] or [email protected].
2. In case shares are held in the demat mode, please provide DPID-CLID (16 character DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, self-attested scanned copy of PAN card and self-attested scanned copy of Aadhaar Card to [email protected] or [email protected]. If you are an Individual shareholder holding securities in the demat mode, you are requested to refer to the login method explained at Step 1 (A), i.e., Login for e-Voting for Individual shareholders holding demat securities at NSDL/CDSL.
3. Alternatively, the shareholder may send a request to [email protected] for procuring user id and password for e-voting by providing the above mentioned documents.
4. In terms of the SEBI circular dated December 9, 2020, on the e-Voting facility provided by listed Companies, Individual shareholders holding securities in the demat mode are allowed to vote through their demat account maintained with Depositories and Depository

Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access the e-Voting facility.

1. Paper Poll at the AGM - The facility for voting through polling paper shall also be made available at the AGM. Members attending the meeting, who have not already cast their vote by remote e-voting, shall be able to exercise their right to vote at the meeting through polling paper.

2. Members who have voted through remote e-voting prior to the AGM are welcome to attend the meeting, but they shall not be entitled to vote again at the AGM.

3. Mr. Mitesh Dhabliwala (Membership No. F 8331), failing him, Ms. Priyanshi Anjania (Membership No. A 75737) from M/s. Parikh & Associates, Practicing Company Secretaries, have been appointed as the Scrutinizer to scrutinize the remote e-voting process and also the polling at the AGM.

4. The results of the voting shall be declared within the time stipulated under the applicable laws. The results along with the Scrutinizer's Report shall be placed on the Company's website www.hawkinscookers.com and on the website of NSDL www.evoting.nsdl.com immediately after the results are declared and will simultaneously be forwarded to BSE Ltd., where the shares of the Company are listed, and shall also be displayed at the Registered Office of the Company.

5. Dividends which remain unclaimed for a period of seven consecutive years are required to be transferred to the 'INVESTOR EDUCATION AND PROTECTION FUND' (IEPF) of the Central Government. Members who have not encashed their dividend warrant(s) for the financial year ended March 31, 2019, are requested to contact the Company or the Company's Share Transfer Agent, MUFG Intime India Pvt. Ltd., with the relevant details on or before August 25, 2026, to duly claim their said dividend. Pursuant to Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all Shares on which dividends remain unclaimed for 7 (seven) consecutive years or more, that is, for the year ended March 31, 2019, and thereafter, are liable to be transferred to the IEPF, which can thereafter be claimed from the Fund by the Members after following the process prescribed in the said Rules. Please see details of the shares liable to be transferred to the IEPF Authority in the year 2026 at the weblink - https://www.hawkinscookers.com/iepf/08062026.html if none of the dividends for the seven consecutive years from 2019 to 2025 are claimed by the shareholders well in time of the cut-off date, that is, August 25, 2026. Please contact the Company at [email protected] for any assistance you wish to seek on the above.

6. The Company is required to deduct TDS from the dividend to be paid to the Members as per the rates prescribed under the Income Tax Act, 2025, and the Finance Acts of the respective years.

By Order of the Board

Mumbai
June 27, 2026

Brahmananda Pani
Company Secretary