Hawkins Cooker Ltd. — Proxy Solicitation & Information Statement 2023

Dec 26, 2023

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Hawkins Cookers Limited

December 26, 2023

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001

Dear Sirs,

Sub: Compliance under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. As required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are attaching herewith the Notice of Postal Ballot for seeking approval of the Members of the Company for the appointment of two Independent Directors of the Company for the term of five consecutive years each with effect from February 1, 2024.

2. The remote e-voting period shall commence at 9:00 A.M. (IST) on Wednesday, December 27, 2023, and will end at 5.00 P.M. (IST) on Thursday, January 25, 2024. During this period, the Members of the Company holding shares either in physical or electronic form, as on the cut-off date of Friday, December 22, 2023, shall cast their vote electronically.

3. Kindly take the above information on record.

Thanking you,

Yours faithfully, for Hawkins Cookers Limited

BRAHMANANDA Digitally signed by BRAHMANANDA PANI PANI Date: 2023.12.26 13:33:20 +05'30' Brahmananda Pani Company Secretary

Encl: Notice of the Postal Ballot

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

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Hawkins Cookers Limited

Registered Office: Maker Tower F 101, Cuffe Parade, Mumbai 400005.

CIN: L28997MH1959PLC011304 � Tel: 022-2218 6607, 2218 1605 � Fax: 022-2218 1190 Website: www.hawkinscookers.com � Email: ho@hawkinscookers.com

NOTICE OF POSTAL BALLOT BY REMOTE E-VOTING ONLY (“NOTICE”)

Dear Member(s),

Following the sad demise of Mr. E. A. Kshirsagar, Independent Director and Chairman of the Audit Committee of the Board of the Company on November 11, 2023, Notice is hereby given pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 (the Act), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended (Rules), read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and the latest Circular No. 9/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (MCA Circulars) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and as amended from time to time), that the Special Resolutions as set out in this Notice are proposed for consideration by the Members of the Company for passing by means of Postal Ballot by voting through electronic means (remote e-voting) only.

Explanatory Statements pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Notice.

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (Listing Regulations) and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is available only by remote e-voting, i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Notice and instructions for remote e-voting are being sent through electronic mode only to those Members whose email addresses are registered with the Company/Depository Participant(s) and additionally by post to the registered mailing addresses of those Members whose email addresses are not so registered for informing the Members about the remote e-voting on the proposed Special Resolutions. The details of the procedure to cast the vote forms part of the Notes to this Notice.

Mrs. Jayshree S. Joshi, Company Secretary in Practice (Membership No. F1451), has been appointed as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

RESOLUTION

1. Appointment of Mr. Shyamak Ramyar Tata (DIN:07297729) as an Independent Director of the Company

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, Mr. Shyamak Ramyar Tata (DIN:07297729), 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 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 Companies Act, 2013, proposing his 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 February 1, 2024, up to January 31, 2029.”

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2. Appointment of Mr. Sanjay Khatau Asher (DIN:00008221) as an Independent Director of the Company

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, Mr. Sanjay Khatau Asher (DIN:00008221), 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 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 Companies Act, 2013, proposing his 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 February 1, 2024, up to January 31, 2029.”

NOTES:

1. In compliance with the MCA Circulars, this Notice is being sent through electronic mode only to those Members whose names appear in the Register of Members/List of Beneficial Owners maintained by the Company and as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) (Depositories) as on the cut-off date, Friday, December 22, 2023, and whose e-mail IDs are registered with the Company/Depositories. For Members who have not registered their e-mail IDs, please follow the instructions given under Note No. 7. While not mandated by the said Circulars, such Members are being sent this Notice physically at their registered mailing address to inform them of the remote e-voting on the proposed resolutions and requesting them to vote online.

2. In accordance with the MCA Circulars, physical Postal Ballot Forms and pre-paid Business Reply Envelopes are not being sent to Members for this Postal Ballot that is to be voted only by remote e-voting only. All Members are requested to provide their assent (for) or dissent (against) through remote e-voting only.

3. The Members, whose names appear in the Register of Members/List of Beneficial Owners as received from Depositories as on Friday, December 22, 2023, being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice for information purpose alone.

4. In compliance with the provisions of Section 108 and Section 110 and other applicable provisions of the Act read with the Companies (Management & Administration) Rules, 2014, the Company is pleased to offer remote e-voting facility to all the Members of the Company.

5. Members may please note that this Notice is also available on the Company's website at www.hawkinscookers.com and can also be accessed from the websites of BSE Limited at www.bseindia.com and NSDL at www.evoting.nsdl.com.

6. All documents referred to in the Notice and the Explanatory Statements will be available electronically for inspection by the Members from the date of circulation of this Notice up to January 25, 2024. Members seeking to inspect such documents can send an email to cosec@hawkinscookers.com.

7. Members holding physical shares or members whose email address has changed must ensure their latest email address is registered with the Company’s Share Transfer Agent, Link Intime India Pvt. Ltd., or do so promptly at https://linkintime.co.in/emailreg/email_register.html. Members holding shares in dematerialized mode must register/update their email address with their Depository Participant. In case of any queries/difficulties in registering the e-mail address, Members may write to cosec@hawkinscookers.com.

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1. As mandated by SEBI, Members holding physical shares must mandatorily update their KYC – PAN, Nomination details, Bank details and Contact details – with the Company’s Registrar and Share Transfer Agent, Link Intime India Pvt. Ltd., C-101, 247 Park, LBS Marg, Vikhroli West, Mumbai 400083, Tel. No. 49496000, Email: rnt.helpdesk@linkintime.co.in or with the Company at cosec@hawkinscookers.com, quoting their folio number. Members holding shares in the dematerialised form must mandatorily update their KYC – PAN, Nomination details, Bank details and Contact details – with their respective Depository Participants.

2. 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 the right to exercise, or the actual exercising of significant influence or control as defined in clause (27) of section 2, over the Company, are requested to make a declaration to the Company in form BEN-1, which is available on the MCA website.

10. Information required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Directors seeking appointment and Explanatory Statements pursuant to Section 102 of the Companies Act, 2013, are given below:

10.1. Appointment of Mr. Shyamak Ramyar Tata, as an Independent Director

Mr. Shyamak Ramyar Tata, 60 years of age, was the Chairperson of Deloitte India from 2019 to 2021 and has over 35 years of experience serving large Indian and multinational companies. In his executive roles, he has previously led the Audit & Assurance (A&A) practice of Deloitte India (2015-2019) at the critical time of India's first ever mandatory auditor rotation transition and was responsible for its performance and execution of the strategy including the build out of Assurance in A&A. Prior to this, he was Deloitte India's Consumer Business Industry Leader (2007-2015) responsible for focusing on opportunities and growth across the multi-disciplinary practice. Mr. Tata has begun his professional journey with A F Ferguson & Co. where he was managing audit and audit-related engagements of principally listed companies and other multinational corporations. He was inducted into the partnership in 1998. In 2002, Mr. Tata set up the Firm's Sarbanes readiness practice and led engagements both within India and across continents. A F Ferguson & Co became part of the Deloitte India network in 2004, when he took on the integration responsibility for talent and of audit learning. Mr. Tata has been a committee member with the Confederation of Indian Industry on Financial Reporting, and on Governance. He was the Chairperson of CII’s Financial Reporting Committee for two years till 2021-22.

Mr. Tata was the signing partner responsible for the external Audit of Hawkins with A F Ferguson and also thereafter when A F Feguson became part of Deloitte.

Mr. Shyamak R. Tata is a Fellow Member of the Institute of Chartered Accountants of India, a Certified Information Systems Auditor, a Company Secretary and a Commerce graduate from Mumbai University.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting (Serial No.35) held on December 22, 2023, decided to recommend a suitable resolution to the shareholders of the Company to appoint Mr. Tata as an Independent Director for a term of five consecutive years from February 1, 2024. Mr. Tata 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.

The Company has received a Notice under Section 160 of the Companies Act, 2013, from a Member proposing the appointment of Mr. Shyamak R. Tata as an Independent Director of the Company. The Company has received a declaration from Mr. Tata that he 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.

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In the opinion of the Board, Mr. Tata 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 he is independent of the management. The Board believes that Mr. Tata’s experience and insights into governance, audit, corporate accounts and management are of considerable value to the Company.

Mr. Tata is an Independent Director on the Boards of Siemens Limited, Thermax Limited, C&S Electric Limited and HDFC AMC International (IFSC) Limited. He is a Member of the following Board Committees of other companies:

S. N.	Name of the Company	Name of the Committee	Position held
1.	Siemens Limited	AuditCommittee	Chairman
		Stakeholders’ Relationship Committee	Chairman
		Nomination and Remuneration Committee	Chairman
		Risk ManagementCommittee	Member
2.	Thermax Limited	Audit Committee	Member
		Risk ManagementCommittee	Member
3.	C&S Electric Limited	Audit Committee	Chairman
		Nomination and Remuneration Committee	Member

Mr. Tata does not hold any shares of the Company. He is not related to any Director or Key Managerial Personnel of the Company.

Mr. Tata 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. Tata is concerned and interested in the resolution. The relatives of Mr. Tata may be deemed to be concerned and interested in the 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. 1. of this Notice for your approval.

10.2. Appointment of Mr. Sanjay Khatau Asher, as an Independent Director

Mr. Sanjay Khatau Asher, aged 60 years, is presently a Senior Partner with M/s. Crawford Bayley & Co., which is India’s oldest law firm, established in 1830. Mr. Asher holds a Bachelor’s Degree in Commerce and in Law from the University of Bombay. He is also a qualified Chartered Accountant. He has been a practicing Advocate since 1991 and was admitted as a Solicitor in the year 1993. Mr. Asher has authored several national and international publications and also a book on the Companies Act, 2013.

Mr. Asher was a Member of Primary Market Advisory Committee set up by SEBI to make recommendations to SEBI on policy matters pertaining to the development of primary market in India from 2011 to 2017; Corporate Bonds and Securitization Advisory Sub-Committee set up by SEBI to specify disclosure and other requirements for issuance and listing of Municipal Bonds; sub-committee to review the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, and SEBI (Issue and Listing of Non-convertible Redeemable Preference Shares) Regulations, 2013, and the committee formed by the Government of India, Department of Disinvestment for standardising the transaction documents related to privatisation of the Public Sector Enterprises. He was also a part of an Indo-US joint Project FIRE (Financial Institutions Reform Empowerment) for development of "Securities Law Bar in India" aided by the World Bank.

The Board of Hawkins has had the benefit of Mr. Asher’s legal advice on various matters concerning Company law and commercial statutes, including the transition in the year 2014 to the newly enacted Companies Act, 2013. M/s Crawford Bayley and Co. have been the Solicitors of Hawkins for close to 25 years.

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Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting (Serial No.35) held on December 22, 2023, decided to recommend a suitable resolution to the shareholders of the Company to appoint Mr. Asher as an Independent Director for a term of five consecutive years from February 1, 2024. Mr. Asher 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.

The Company has received a Notice under Section 160 of the Companies Act, 2013, from a Member proposing the appointment of Mr. Sanjay K. Asher as an Independent Director of the Company. The Company has received a declaration from Mr. Asher that he 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, Mr. Asher 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 he is independent of the management. The Board believes that Mr. Asher’s experience and expertise in governance, audit, law and management are of considerable value to the Company.

Mr. Asher is an Independent Director on the Boards of the following Listed Companies - Ashok Leyland Limited, Deepak Nitrite Limited, Epigral Limited, Sonata Software Limited, Sudarshan Chemical Industries Limited and Sun Pharmaceutical Industries Limited. He is also a Director on the Boards of the following unlisted companies – Deepak Phenolics Limited and Wavin Industries Limited. During the last three years he had resigned from the Boards of India Pesticides Limited, Repro India Limited and Tribhovandas Bhimji Zaveri Limited. He is a Member of the following Board Committees of other companies:

S. N.	Name of the Company	Name of the Committee	Position held
1.	Ashok Leyland Limited	AuditCommittee	Chairman
		Stakeholders’Relationship Committee	Chairman
		Corporate Social Responsibility Committee	Member
		Risk ManagementCommittee	Member
2.	Sudarshan Chemical Industries Ltd.	Audit Committee	Member
		Stakeholders’ Relationship Committee	Chairman
		Nomination and Remuneration Committee	Member
3.	Deepak Nitrite Limited	AuditCommittee	Member
		Stakeholders’Relationship Committee	Member
		Nomination and Remuneration Committee	Member
4.	Sonata Software Limited	AuditCommittee	Member
		Nomination and Remuneration Committee	Chairman
5.	Epigral Limited	Nomination and RemunerationCommittee	Member
		Risk Management Committee	Member
6.	Sun Pharmaceutical Industries Ltd.	AuditCommittee	Member
7.	Deepak Phenolics Limited	AuditCommittee	Member
		Nomination and Remuneration Committee	Chairman
8.	Wavin Industries Limited	AuditCommittee	Chairman
		Nomination and Remuneration Committee	Chairman
		CorporateSocial Responsibility Committee	Member

Mr. Asher does not hold any shares of the Company. He is not related to any Director or Key Managerial Personnel of the Company.

Mr. Asher 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.

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Mr. Asher is concerned and interested in the resolution. The relatives of Mr. Asher may be deemed to be concerned and interested in the 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. 2. of this Notice for your approval.

1. Pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing the facility of remote e-voting to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. For this purpose, the Company has appointed National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency.

12. The remote e-voting period commences from 9.00 A.M. (IST) on Wednesday, December 27, 2023, and ends at 5.00 P.M. (IST) on Thursday, January 25, 2024. The Members whose names appear in the Register of Members as on the cut-off date of Friday, December 22, 2023, 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 cut-off date (record date) of December 22, 2023.

1. 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 NSDL e-Voting system

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

Shareholding Type

Login Method

Demat securities held with NSDL

1. ExistingIDeASuser can visit the e-Services website of NSDL viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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Shareholding Type	Login Method
	3. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Demat securities held with CDSL	1. Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi/Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing myeasi username & password. 2. After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com, click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. on the e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, 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 User ID/Password are advised to use Forget User ID and Forget Password option available at 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.

Logintype	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 - 2499 7000.
Individual Shareholders holding securities in demat modewithCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no.18002255 33.

Individual Demat Shareholders can also login using the login credentials of the demat account through their Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company

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name or e-Voting service provider, i.e., NSDL and you will be redirected to the e-Voting website of NSDL for casting your 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 web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

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

1. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) NSDL Demat Account	8 Character DP ID followed by 8 Digit Client ID (CL ID) For example if your DP ID is IN300 and CL ID is 12 thenyour user ID is IN30012**
b) CSDL Demat Account	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) Physical Shares	EVEN Number followed by Folio Number registered with the company For example if EVEN is 101456 and folio number is 001* then user ID is 101456001*

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

a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL in your mailbox. Open the email and open the attachment which is a .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

(ii) If your email ID is not registered, please follow the steps mentioned in Note No. 15 “Process for those shareholders whose email ids are not registered”.

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

a) Click on “ Forgot User Details/Password ?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

d) Members can alternatively also use the convenient OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

2. Now, you will have to click on “Login” button.

3. After you click on the “Login” button, the Home page of e-Voting will open.

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

1. After successful login at Step 1, you will be able to see all the companies’ “EVEN” in which you are holding shares and whose voting cycle is in active status.

2. Select “EVEN” of Hawkins Cookers Limited to cast your vote during the remote e-Voting period.

3. Now you are 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.

14. 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/Authority letter, along with attested specimen signature(s) of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by an e-mail at scrutinizer@hawkinscookers.com with a copy marked to evoting@nsdl.co.in or upload the same by clicking on "Upload Board Resolution/Authority Letter" displayed under "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?” or “Physical User Reset Password?” 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 e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 or 022 - 2499 7000 or send a request by email to Mr. Amit Vishal or Mr. Sagar S. Gudhate or Ms. Pallavi Mhatre from NSDL at evoting@nsdl.com.

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15. Process for those shareholders whose email ids are not registered - 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 physical mode please provide 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 cosec@hawkinscookers.com or hawkinscoenq@linkintime.co.in.

2. In case shares are held in 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 by email to cosec@hawkinscookers.com or hawkinscoenq@linkintime.co.in. If you are an Individual shareholder holding securities in 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 evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of the SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in 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.

5. 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.

By Order of the Board

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Mumbai December 23, 2023

Brahmananda Pani Company Secretary

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