We have the honour to present our Sixty-Fifth Annual
Report and Audited Statement of Accounts for the year ended
March 31, 2025.

2024-25 Operations: Main Results

We are pleased to report excellent results in
2024-25. Once again, sales are the highest ever. Revenue
from operations in 2024-25 is Rs.1,115.76 crores (up 8.9%
over the previous year).

This year, profits are also the highest ever. Profit before
tax is Rs.154.87 crores (5.0% higher than the previous year).
Net profit after tax is Rs.114.69 crores (4.4% higher than the
previous year).

Management Discussion and Analysis

We operate in the Kitchenware market consisting
of Pressure Cookers, Cookware and Kitchen Electricals. The
industry structure is quite competitive with both small-scale and
organized sector units. During the year, we have successfully
launched our first electrical kitchen product, the Smart
Electronic Kettle. We have also commenced commercial
operations at our fourth factory in India at A-3, Sathariya
Industrial Development Area, Jaunpur District, Uttar Pradesh,
in the month of June 2025.

The raw material costs were very high during the
year and importing was not economical. We expect the
competition to be intense, but your brand's strength has
continued to improve in both pressure cookers and cookware.
We expect our products to continue to do well with the 58 new
product launches we have done during the year at a rate of
more than one launch per week. We have plans of further
increasing new product launches in the next year.

Our permanent employees as on April 1,2024, were
593 and as on March 31, 2025, were 572 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 2024-25 was 10.3% as against 10.7% in 2023-24. The
average shareholders' funds/net worth grew to Rs.358.36 crores
vs. Rs.304.81 crores in 2023-24. The net return after tax on
shareholders' funds/net worth was 32% (in 2023-24: 36%).

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 2024-25 as
compared to the year 2023-24 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, 2025, were Rs.191.21 crores
(previous year: Rs.182.56 crores). We have plans to
utilise these funds appropriately, including for working
capital, improving quality and in further expanding
production capacity.

Risks and Concerns

Your Company has 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 are healthier than ever.

Opportunities and Threats

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

The cost of Aluminium, our main raw material, has
increased substantially, though the price trend currently seems
to be downwards. Your Company is taking steps to deal with
the challenge including taking appropriate price increases in
our products from April 2025.

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

Prof. Leena Chatterjee was re-appointed by the
shareholders at the 64th Annual General Meeting (AGM) of
the Company on August 5, 2024, as an Independent Director
for a second consecutive term of five years with effect from
August 6, 2024, on the recommendation of the Board.

General V. N. Sharma (Retd.), Independent Director,
ceased to be a Director with effect from September 18, 2024,
consequent to the completion of his second consecutive five
years' term as an Independent Director of the Company. The
Company has immensely benefitted from his experience,
insights and inputs on all aspects during his 25 year long
association with the Company. The Directors place on record
their deep appreciation for his contribution to the Company.

All the five Independent Directors, namely,
Mr. Ravi Kant, Prof. Leena Chatterjee, Mr. Murli Aildas
Teckchandani, Mr. Shyamak Ramyar Tata and Mr. Sanjay
Khatau Asher, 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. Sudeep Yadav retires by rotation as a Director
at the 65th 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.

The present tenures of Mr. Subhadip Dutta Choudhury,
Chairman and Managing Director designated as the Chief
Executive Officer, and Mr. Sudeep Yadav, Vice-Chairman
and Chief Financial Officer, will end on September 30, 2025.
Pursuant to the recommendations of the Nomination and
Remuneration Committee and the Audit Committee, the Board
at its Meeting (Serial No.41) held on May 28, 2025, approved
and resolved to recommend to the shareholders suitable
resolutions for the re-appointments of Mr. Dutta Choudhury as
the Chairman and Managing Director designated as the Chief
Executive Officer and Mr. Yadav as the Vice-Chairman and
Chief Financial Officer for a further period of three years each
with effect from October 1,2025, on revised terms as stated in
the Notice to Shareholders for the 65th AGM of the Company.

All the Directors, including Independent Directors,
were extensively updated on the Company's performance
and plans on May 27, 2025. The required details of the
Independent Directors' Familiarization Programs are available
at https://www.hawkinscookers.com/idfp.

2024-25 Operations: Other Aspects

The value of exports at Rs.73.28 crores in 2024-25 was
up 30.2% over the previous year. Foreign Exchange used in
2024-25 was Rs.39.02 crores (Rs.19.81 crores in the previous
year). Your Company has been recognised as a two-star
export house.

Our Research & Development Unit is recognised by
the Department of Scientific and Industrial Research. The
expenditure on Research & Development in 2024-25 was
Rs.10.50 crores, 36.6% 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.2.66 crores.

(b) Amount that remained unpaid or unclaimed as
at the end of the year: Nil.

(c) Default in repayment of deposits or payment of
interest thereon: Nil.

Dividend Distribution Policy

Your Company has a 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.324.94 crores (previous year: Rs. 276.18 crores), we propose:

• Rs.1.00 crore transfer to General Reserve (previous
year: Rs.1.00 crore) and

• Rs.323.94 crores as surplus carried to the Balance
Sheet (previous year: Rs.275.18 crores).

In accordance with the Dividend Distribution Policy of
the Company we are pleased to recommend Rupees One
Hundred and Thirty as dividend per Equity Share of Rs.10 (previous
year: Rupees One Hundred and Twenty 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 2024-25.

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 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.

The Maternity Benefit Act, 1961

The Company has complied with the required
provisions of The Maternity Benefit Act, 1961.

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 2024-25, no case of sexual harassment was filed under
the said Act.

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.

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 been placed on the Company's
website at https://www.hawkinscookers.com/download/
BRSPolicy.pdf.

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 consecutive 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 2024-25. The Secretarial Audit Report is annexed
as Appendix II.

The Board of Directors of the Company at its Meeting
held on May 28, 2025, on the recommendation of the Audit
Committee, has decided to recommend to the shareholders
the appointment of M/s. Jayshree Dagli and Associates,
Company Secretaries in Practice, as the Secretarial Auditors
of the Company for a term of five consecutive years,
from April 1, 2025, to March 31, 2030.

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
2024-25 shall be filed within 60 days of the ensuing 65th AGM.
The Return for the year 2023-24 duly filed with the Ministry
of Corporate Affairs after the 64th AGM held in the year
2024 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 duly met its Corporate Social
Responsibility (CSR) obligation of Rs.258.23 lakhs required to
be spent in the year 2024-25, by spending on Skill Training of
youth and a public service campaign on saving fuel.

An excess amount of Rs.5.03 lakhs spent on CSR
in 2024-25 is being carried forward to the financial year
2025-26 for set off from the CSR spend target for 2025-26,
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.19) held
on May 27, 2025, 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 27, 2025.

The Board of Directors at its Meeting (Serial No.41)
held on May 28, 2025, 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 stakeholders including 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.

ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mumbai SUBHADIP DUTTA CHOUDHURY

Date : July 2, 2025 CHAIRMAN