TTK Healthcare Ltd

(Including Management Discussion and Analysis Report)

Your Directors have pleasure in presenting the 67^th Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2025.

During the year under review, Revenue from Operations amounted to Rs.801.49 crores as against the previous year's figure of Rs.752.79 crores, a growth of around 6%.

Pre-Tax Profit for the year stood at Rs.108.33 crores including Exceptional Items: (i) Profit on sale of Leasehold land - Rs.19.77 crores; (ii) Writeoff Inventories (Male Contraceptives) - Rs.5.86 crores, as against the previous year's figure of Rs.84.12 crores.

A detailed review is presented under the Section “Segmentwise Performance".

Your Directors are pleased to recommend a dividend of Rs.10.00 (100%) per Equity Share of Rs.10 each for the year ended March 31, 2025. [Previous Year - Rs.10.00 (100%) per Equity Share of Rs.10 each].

The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.

The Paid-up Equity Share Capital as on March 31,2025 was Rs.1,413.03 lakhs. Your Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

• India continues to be one of the fastest growing economies with a projected GDP growth of 6.4% for the FY 2024-25. Of course, the challenges relating to global trade uncertainties, geopolitical issues, etc., are of concern. Nevertheless, the Government's focus on economic and structural reforms, Make in India initiatives, infrastructure investments, etc., is expected to sustain the long-term growth.

• The Company operates in more than one segment viz. Consumer Products, Animal Welfare Products, Medical Devices, Protective Devices (Male Contraceptives) and Foods.

• Though Deodorant as a category has reported a decent growth driven by both No Gas and Roll On formats, Aerosol format continued to grow at a slower pace.

• Commercial Male Contraceptives market reported a volume growth of 15.6% and value growth of 23.6% during 2024. [Source: AC Nielson MAT - Dec' 2024].

• The Animal Welfare Market size is estimated to be around Rs.9,400 crores, growing at around 9-10%.

• Medical Devices Segment is reporting a positive trend in terms of overall demand and usage.

• Your Company has the unique advantage of an exclusive network for distribution of FMCG / OTC products. This can be leveraged for launch of new products so as to ensure improved profitability and value creation through brand building.

• In view of the increasing spend by Pet parents on Pet / Companion Animals over the years, this segment of the Animal Welfare Division (AWD) offers good potential for growth.

• On Medical Devices front, the market continues to be dominated by imported medical devices / implants. Since your Company manufactures world class products and these are priced competitively, this segment provides opportunity for growth.

• The “Make in India" and the “Atmanirbhar Bharat Abhiyaan" (Self-reliant India) initiatives by the Government of India would further enhance the growth prospects for this Segment and provide further fillip to the indigenous manufacture of medical devices. These products also have export potential.

• The Central Government's Medical Insurance Scheme - Ayushman Bharat being implemented to cover poor families is also likely to increase the number of treatment procedures which would, in turn, improve the demand for medical implants

viz. Heart Valves and Ortho Implants manufactured by your Company.

• Considering the size of the market for food products, the Foods Business of your Company has potential for growth, both in the domestic / overseas markets.

The escalation / volatility in the input costs of agri-based products like Maida, etc., may have an adverse impact on the realizations / profits of the Foods Division, to the extent such increase could not be passed on to the trade / consumers.

Nevertheless, this is mitigated through enhanced focus on export markets and also launch of innovative and differentiated products with better realizations.

Your Company is engaged in Consumer Products, Animal Welfare Products, Medical Devices, Protective Devices and Foods Businesses.

A look at the performance of individual Business Segments: Consumer Products Business:

The Consumer Products Division (CPD) reported a revenue from operations of Rs.244.92 crores (excluding Skore), with a growth of around 5%.

The year 2024-25 was a challenging year for Woodward's Gripe Water, marked by a decline in volumes, more severely felt in the Southern part of the country.

In response, several strategic initiatives were rolled out to reinvigorate the brand momentum and reconnect with consumers. These included: the launch of the “Safe, Trusted, Traditional” campaign rooted in Southern Indian cultural values, a nationwide mainstream media push, focused distributor engagement programs, market-specific visibility drives and high-impact digital campaigns.

The strategy for the year 2025-26 is centred on enhancing brand relevance and deepening consumer trust. Key initiatives include (i) Modernizing the brand identity through a refreshed logo and packaging and repositioning communication to make mothers as the core advocates; (ii) A new TV campaign built around the message “I am a Woodward's Baby” would address and dispel prevailing myths about the product and (iii) A renewed emphasis would be placed on multi-channel advertising (TV, print, digital), alongside credible influencer engagement with medical professionals to reinforce product safety. These efforts would reflect the continued commitment of the Brand to evolve with consumer needs while staying true to the legacy of trust.

Brand EVA has reported a growth of around 5% during the year. The brand in the previous year had a major mainstream media campaign featuring the celebrity Rashmika Mandanna as the face of the focus product - EVA Roll On and this has clearly helped EVA Roll On becoming one of the preferred options for young female. This has been followed up with another mainstream media campaign in the last Quarter.

The product had also bagged the prestigious Nielsen Breakthrough Innovation Award for the unique formulation and sales performance. With the recent launch of No Gas Perfume Spray, EVA has strengthened its presence in the No Gas Category also. The unique fragrance of the product has been liked by the consumers and helps taking the brand to a larger set of consumers.

The strategy for the year 2025-26 would be to (i) further improve the brand affinity and gain market share through brand promotions; (ii) establish the presence in the emerging category by creating demand through new campaigns for Roll On; and (iii) create Brand Relevance by upgrading packs and fragrances in the base deodorant space.

During the year under review, Skore delivered steady performance with 12% volume growth, though value saw a dip due to broader category challenges in traditional trade channels. However, Modern Trade and E-commerce emerged as strong growth drivers, partially offsetting these headwinds with robust value growth.

The non-condom segment continued its upward trajectory, registering healthy double-digit growth fuelled by strategic new launches and digital initiatives.

The strategy for the year 2025-26 would be to (i) strengthen the core condom business by expanding distribution in traditional trade while accelerating E-commerce growth; (ii) scale the noncondom segment through new launches, targeted campaigns and deeper penetration in Modern Trade and General Trade; and (iii) pursue international expansion by entering select new markets outside India, leveraging Skore's brand equity.

Good Home continues its positive momentum from last year, with a growth of around 15%.

The newly launched Clean Home Range had a breakthrough year in 2024-25, achieving around Rs.12 crores in its first year of launch. Go-To-Market (GTM) strategies, clutter-free packaging and trade marketing initiatives were key drivers for its success.

Aroma range had an excellent year, delivering significant growth. To further support this, the first TV campaign for Aroma titled “Bathroom Nahi Fresh Room” was launched.

New launches in Room Freshener Range - Lemongrass and Rustic Rain (Gili Mitti) show positive initial acceptance.

The strategy for the year 2025-26 would be to (i) aim to further expand distribution, especially in hardware and car accessories stores; (ii) launch the ‘Clean Home' Range Phase II, consisting of mops and toilet cleaning brushes; (iii) expand the Aroma portfolio with both premium and innovative offerings to grow the Range; and (iv) focus on e-commerce and Q-Com platforms with both listings and activations.

Love Depot, your Company's digital-first platform for Pleasure Products, has further established itself as a growth driver within the Pleasure Products category. Ranking among the top three E-commerce platforms for Skore and MsChief Pleasure Products by offtake value, it has significantly enhanced brand salience, digital discovery & engagement and customer lifetime value. During the year under review, Love Depot delivered a healthy revenue growth, with order volumes doubling and maintaining strong double-digit retention rates. The platform has transitioned from a broad catalogue to a curated, trusted shopping experience, while enabling your Company to leverage proprietary first-party customer intelligence which is held by third parties in other channels.

Integrated campaigns of Pleasure Products Range with Skore, MsChief and Love Depot together, created a seamless consumer journey, guiding discovery with relevant product choices at each touchpoint. These coupled with strategic influencer collaborations, contributed to incremental demand for the Company's in-house brands. The robust marketing technology infrastructure facilitated effective abandoned cart recovery, social proof initiatives and repeat revenue. Concurrent PR efforts positioned Love Depot as a thought leader.

The strategic focus for the year 2025-26 would be to (i) enhance conversion through superior customer experience; (ii) strengthen retention via improved engagement; (iii) build brand authority; and (iv) accelerate performance and demand generation.

The Animal Welfare Division (AWD) reported a revenue of Rs.126.37 crores for the year under review, reflecting a growth of around 9%. While growth remained aligned with overall industry trends, it was relatively muted due to prevailing market challenges and operational headwinds.

While both Companim (Pet Care) and Gallus (Poultry) recorded a growth of around 13%, Bovianim (Livestock) registered a growth of around 8%. Aquanim (Aquaculture) registered an impressive growth of around 31%, though on a lower base.

The strategy for the year 2025-26 would be to (i) focus on Flagship Brands viz. Orcal-P - Tefroli - Ossomin - Nutricell (OTON) through Farm Approach Program and creating prescription support;

(ii) focus on Channel Expansion by strengthening e-commerce capabilities and retail reach; (iii) accelerate growth of flagship Companim brands viz. (a) Hug n Wag (Pet Cosmetics); and (b) Waggy Bites (Pet Treats); and (iv) enhance Portfolio Innovation by driving incremental revenue through targeted new product introductions.

During the year under review, Heart Valve Division recorded a revenue from operations of Rs.29.23 crores, with a growth of around 2%. The lower value growth was due to non-availability of CardiaMed Bi-Leaflet Valves. However, TTK Chitra Heart Valves reported a volume growth of 12%.

The imported CardiaMed Bi-Leaflet Valves suffered a setback due to disruption in supplies following the Russia - Ukraine conflict. Your Company is in discussion with the Russian Manufacturer for direct import of these valves.

The Percutaneous Transluminal Coronary Angioplasty (PTCA) Catheters were not well accepted in the market due to stiff competition from other Indian and Overseas manufacturers.

Consequent to the successful completion of the Single Centric Clinical Trial, your Company has applied for funding under the Biotechnology Industry Partnership Programme (BIPP) for the Pivotal Studies involving about 400 patients and their approval is awaited. Once the approval is received, the pivotal study is expected to commence during the year 2025-26.

The strategy for the year 2025-26 would be to (i) grow the volumes of TTK Chitra Valves; (ii) work on importing the CardiaMed Valves directly from Russia; and (iii) start the pivotal study of the TC2 Valve.

The Division reported a revenue from operations of Rs.60.92 crores, with a growth of around 18%, driven by growth from across the regions except East which had challenging market conditions, due to discontinuation of State-sponsored surgery schemes. Punjab as a market performed better due to enhanced business from Government Institutions / Hospitals through tender process. New Key accounts were added in Delhi and Jaipur resulting in higher growth. In the West, Maharashtra maintained constant performance and Gujarat grew substantially to aid growth. Addition of new accounts and growth in key accounts helped to drive performance and growth. In the South, Tamil Nadu, Kerala and Andhra Pradesh continued to grow over their existing base.

The strategy for the year 2025-26 would be to (i) soft launch the new Fixed Bearing Knee (CITIUS) during Q1. (ii) add new market segments and new State level footprint as well as distribution network to enhance growth; (iii) strengthen the existing Buechel Pappas Knee System by the introduction of TiN Coated CoCr implants. This will help to open up the market further and also add to the margins. (iv) increase depth of market penetration of Hip replacement implants with extension of Ceramic Head option as well as improving the distribution network. (v) optimize production technology and processes to increase production, through automation and process optimization. (vi) initiate new product development activities for Partially-coated Hip Stem, Revision Hip System, etc.

The Division reported revenue from operations of Rs.206.63 crores (including Skore), with a growth of around 4%.

Your Company is also one of the pre-qualified suppliers under WHO-UNFPA Pre-Qualification Scheme for Male Latex Condoms which is a requirement for supplying products under International Aid Programs and also for participating in overseas tenders in new markets.

Your Company regularly export products to both Private Entities and also through International Aid Agencies.

Consequent to the recent issue of Stop Work Order by USAID and subsequent cancellation of purchase orders, supplies to USAID are disrupted and this will have an impact on the overall business / profitability of the Division.

Your Company has been maintaining the highest quality standards and regulatory requirements, which have been attracting new customers.

The strategy for the year 2025-26 would be to (i) develop New Customer base; (ii) export to new countries with established contractors; (iii) introduce New and Innovative Products; and (iv) automate various processes so as to increase the efficiency and also reduce costs, wherever possible.

During the year under review, the Foods Division reported revenue from operations of Rs.133.06 crores, with a growth of around 7%.

The R&D Centre at Hosakote developed three new products for overseas customers which are being exported successfully. More innovative and differentiated products are in the pipeline targeting both the export and domestic markets.

Your Company continues to focus on Total Productive Maintenance (TPM). This tool has helped improving the overall efficiency of the operations of the plants in both Hosakote and Jaipur.

Jaipur plant capacity utilization has reached a level of almost 100%. Continuous efforts are being made to manufacture value added and high margin products.

Outsourcing of products to enhance revenue and offer better product mix to the market is being expanded to add a few more categories.

The strategy for the year 2025-26 would be to (i) sustain and maximise production at both the factories; (ii) optimize the product mix particularly through exports and institutional business so as to improve the profitability; and (iii) continuously work on developing and launching innovative and differentiated products to improve volumes / margins.

In view of the above developments and initiatives, the outlook for your Company as a whole for 2025-26, appears promising.

The analysis presented in the Industry Scenario and Opportunities and Threats Section of this Report throws light on the important risks and concerns faced by your Company. The strategy of your Company to de-risk against these factors is also outlined in the said Sections.

Necessary Manuals / Standard Operating Procedures (SOPs) are in place for effectively implementing the Internal Financial Control System.

Internal Audits are regularly conducted through In-house Audit Department and also through External Audit Firms. The Reports are periodically discussed internally. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in your Company, its compliance with operating systems, accounting procedures and policies at all locations of your Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

During the year under review, no suspected fraud or irregularity or a failure of internal control systems of a material nature was reported by the Internal Auditors / Statutory Auditors.

• The Revenue from Operations amounted to Rs.801.49 crores, a growth of around 6%.

This analysis may contain certain statements, which are futuristic in nature. Such statements represent the intentions of the Management and the efforts being put in by them to realize certain goals. The success in realizing these goals depends on various factors, both internal and external. Therefore, the investors are requested to make their own independent judgements by taking into account all relevant factors before taking any investment decision.

F - Favourable A - Adverse

Annual Return (Form MGT-7) for the year 2024-25 was made available on the Company's website at the following link: https:// ttkhealthcare.com/investorlist/annual-return/

The Board of Directors met 6 (Six) times during the year 202425. The details of the Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance.

The Corporate Social Responsibility (CSR) Committee consists of Mr T T Raghunathan as Chairman, Mr Rajiv K Tulshan, Mr K Shankaran and Mr Murali Neelakantan as Members. Mrs Gowry A Jaishankar is the Secretary to the Committee.

The Corporate Social Responsibility (CSR) Policy enumerating the CSR activities to be undertaken by your Company, in accordance with Schedule VII to the Companies Act, 2013 was recommended to the Board and the Board adopted the same. The said policy was also made available on the Company's website at the following link https://ttkhealthcare.com/investorlist/policies/.

The Annual Report under CSR Activities is annexed to this Report as Annexure-1.

The details relating to the meeting(s) convened, etc., are furnished in the Report on Corporate Governance.

The Audit Committee consists of Mr V Ranganathan as Chairman, Mr K Shankaran, Mr N Ramesh Rajan and Mrs Subashree Anantkrishnan as Members. Mrs Gowry A Jaishankar is the Secretary to the Committee. More details on the Committee are given in the Report on Corporate Governance.

During the year under review, no transaction of material nature has been entered into by your Company with its Promoters, the Directors or the Key Managerial Personnel or their relatives, etc., that may have a potential conflict with the interests of your Company.

All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are repetitive in nature. A statement giving details of the transactions entered into with the related parties, pursuant to the omnibus approval so granted, is placed before the Audit Committee and the Board of Directors for their approval / ratification on a quarterly basis.

The Register of Contracts containing the details of the transactions, in which Directors / Key Managerial Personnel are interested, is placed before the Audit Committee / Board regularly.

The Board of Directors of your Company, on the recommendation of the Audit Committee, adopted a policy on Related Party Transactions, to regulate the transactions between your Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and the said Policy is reviewed by the Board periodically.

The Policy is uploaded on the Company's website at the following link https://ttkhealthcare.com/investorlist/policies/.

Your Company has complied with the various requirements of the Corporate Governance Code under the provisions of the Companies Act, 2013 and as stipulated under the SEBI (LODR) Regulations, 2015.

A detailed Report on Corporate Governance forms part of this Annual Report. [Page No.68]

In accordance with the provisions of Regulations 34(2)(f) of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report forms part of this Annual Report. [Page No.38]

The Report of the Secretarial Auditor in Form MR-3 for the year ended March 31, 2025 is annexed to this Report as Annexure-2.

The Report does not contain any qualification or reservation or adverse remarks, except the following observation: During the year under review, there was a delayed compliance under Regulation 17(1) of the SEBI LODR Regulations, 2015 pertaining to the composition of Board of Directors and appointment of a Woman Director, which the Company subsequently complied with. The Company paid the SOP Fine amounting to Rs.2.70 lakhs each to both BSE and NSE and also applied for the waiver of the said fine and is awaiting their orders.

Your Company transferred a sum of Rs.9,64,220 during the financial year 2024-25 to the Investor Education and Protection Fund established by the Central Government, in compliance with Sections 123 to 125 of the Companies Act, 2013. The said amount represents the unclaimed dividends for the year ended March 31, 2017, which were lying unclaimed with your Company for a period of seven years from the due date of payment.

In accordance with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company transferred 5,272 Equity Shares of Rs.10 each fully paid-up, in respect of which the dividends relating to the year 2016-17, remained unclaimed / unpaid for a period of seven consecutive years or more, to the Demat Account of the IEPF Authority held with CDSL on September 24, 2024 and September 28, 2024.

Your Company does not have any Unclaimed Shares issued in physical form pursuant to Public Issue / Rights Issue.

The prescribed particulars under Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, are furnished in Annexure-3 to this Report.

The information required under Section 197 of the Companies Act, 2013 and the Rules made thereunder are annexed to this Report as Annexure-4.

Your Company does not have any Subsidiary Company.

As on March 31, 2025, your Company was not holding any amount under Fixed Deposit Account.

During the year under review, your Company had not given any loan, provided any guarantee and made any investment under Section 186 of the Companies Act, 2013.

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the Financial Statements relate viz. March 31, 2025 and the date of this Report.

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the Rules made thereunder and also the SEBI (LODR) Regulations, 2015, your Company established a vigil mechanism termed as Vigil Mechanism / Whistle Blower Policy, for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct, which also provides for adequate safeguards against victimization of Director(s) / employee(s) who avail of the mechanism and also provide for direct access to the Corporate Governance Officer / Chairman of the Audit Committee and the Executive Chairman, in exceptional cases.

The Vigil Mechanism / Whistle Blower Policy was also hosted on the Company's website at the following link https://ttkhealthcare. com/investorlist/policies/.

During the year under review, your Company had not received any complaint.

Certificate from the Practising Company Secretary regarding compliance of conditions of Corporate Governance is furnished as Annexure-5 to this Report.

Your Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Your Company has banking arrangements with Union Bank of India, Bank of Baroda and HDFC Bank Limited and availed various working capital facilities amounting to Rs.21.93 crores as on March 31, 2025. (Previous Year - Rs.21.47 crores).

During the year, your Company has spent an amount of Rs.14.33 crores towards Capex. For the year 2025-26, the estimated Capex would be around Rs.10 crores towards normal Capex.

During the year, there were no addition to investments.

Your Company's shares are listed with-

• BSE Limited (BSE), Mumbai; and

• National Stock Exchange of India Limited (NSE), Mumbai.

Your Company paid the Listing Fees for the financial year 2025-26.

In order to prevent sexual harassment of women at workplace, a legislation - The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was notified

on December 09, 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any woman employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace and constituted an Internal Complaints Committee (ICC) with an NGO as one of its Members. During the year 2024-25, there were no complaints. Further, adequate awareness programmes were also conducted for the employees of your Company.

During the year under review, your Company did not provide any loans / advances, to any Firms / Companies in which Directors are interested.

During the year under review, no application was made or any proceeding is pending under the said Code.

Not Applicable.

As required under Section 134(3)(c) of the Companies Act, 2013, your

Directors hereby confirm that-

• In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

• Appropriate accounting policies had been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2025 and of the Profit of the Company for that period;

• Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The Annual Accounts had been prepared on a going concern basis;

• The Internal Financial Controls had been laid down, to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

• In order to ensure compliance with the provisions of all applicable laws, proper systems had been devised and that such systems were adequate and operating effectively.

Your Directors state that no disclosure or reporting is required in

respect of the following items as there were no transactions on these

items during the year under review:

• Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including Sweat Equity Shares and ESOs) to employees of the Company under any Scheme.

Your Directors place on record their grateful thanks to the Bankers, Customers, Vendors and Members for their continued support and patronage.