TTK Prestige Ltd

(Including Management?s Discussion & Analysis Report)

Your directors have pleasure in presenting their Sixty Eighth Annual Report, together with the Audited Financials of the Company, for the year ended March 31, 2024, as follows:

(Rs in Crores)

The growth outlook for global economy continued to remain sluggish throughout the year with the geo-political threat playing a dominant factor with continued and new conflicts. Global players were still nursing inventories bought immediately after Covid causing drop in procurements during FY 24. At latter part of the year geo-political conflicts started impacting the shipping rates along with supply chain delays.

India?s GDP continued to show its resilience despite these headwinds with an estimated growth rate of 7% in FY 24. However, the growth in Indian economy was driven largely by service, travel & tourism, construction sectors and partly by manufacturing sector. General inflation impacted the growth in consumer durables of the kind dealt in by Your Company. The share of wallet of consumers was deployed more in travel, tourism, jewellery, etc and investments in stock markets.

Apart from the above general economic trends, Your Company rationalized its cleaning solutions portfolio by retaining only home appliances. This was a planned reduction of a sale of over Rs 10 crores to ensure a more profitable mix of product range that fits into distribution matrix of Your Company. Pending indigenisation of development in few product lines and the policy not to depend on imports from China for these, some product opportunities could not be taken advantage of. The inflationhad higher impact on low-income group than on the middle & high income groups. Under these circumstances the domestic sales dropped from Rs 2,556 Crores to Rs 2,430 Crores. The second half saw some growth while the first-halfwas impacted severely due to factors outlined above.

All channels were active throughout the year. While the growth was muted in the general trade, the online and large formats as well as Prestige Xcluisve channel did better. The competition intensity continued to be high throughout the year with the increased discounting by most brands and online channels.

Exports continued to face the impact of the headwinds caused by geo-political situation. During the year, by adding a few more customers the export sales saw a marginal increase from Rs 69.7 Crores to Rs 70.4 Crores.

Your Company continued its focus on new marketing strategies which helped it to minimize the impact of the tough market conditions and to maintain healthy margins.

Your Company launched various innovative and premium products across categories during the year. These new launches helped to maintain the momentum in the market.

Your Company has successfully completed the first phase of the automation of the Stainless Steel Pressure

Cooker manufacturing at Hosur Plant which will benefit

Your Company with uninterrupted production process, consistent product quality and higher productivity.

The commodity prices were stable during the year though the prices were at a level higher than the pre-pandemic level. The continued inflationary trends and adverse exchange resulted in increase in certain key raw & packing material costs and in manufacturing costs.

Notwithstanding overall tepid market conditions Your Company was able to maintain a healthy margin through improved efficiencies in operations. Against the pressures of lower sales growth, increase in cost of operation, your Company delivered EBITDA (before exceptional items) of Rs 386 crores (PY Rs 402 Crores) and Profit before tax at Rs 318 Crores (PY Rs 349 Crores). EBITDA margin was at a healthy level of 15.4% (PY 15.3%) and the Operating EBITDA margin was at 12.8% (PY 14.0%)

The depreciation charge was higher at Rs 58.9 crores (PY Rs 47.7 Crores) due to investment in fixed assets.

The Net profit after tax was atRs 238.8 Crores

(PY Rs 260.2 Crores).

The standalone EPS (face value of Rs 1/-) was at Rs 17.23 (PY Rs 18.77)

As stated in the past years, your company does not follow a stand-alone margin led policy but is focussed on growth with a fair long-term return on capital employed. Operating ROCE stood at 34.6% (PY 35.9%) on expanded asset base as compared to the previous year.

The Company is debt-free and carried a comfortable free cash of over Rs 1,020 Crores (including short term liquid investments) as on March 31, 2024.

The consolidated turnover and profit before tax of the Company and its subsidiaries amounted to

Rs 2678 Crores (PY Rs 2,777 Crores) and Rs 301 Crores (PY Rs 343 Crores) respectively.

Your Board of Directors consider the performance of your Company during the year as good given the tepid, demand and inflationary environment. Your Company continues to maintain its leadership in market share both in value & volume terms across major product categories.

Your directors are happy to recommend a dividend of Rs 6/- per share of face value Rs 1/- each for FY 24 (PY: Rs 6/- per share of face value Rs 1/- each).

A detailed analysis is provided under the section ‘Management?s Discussion and Analysis? forming part of this Director?s Report.

Your Company continued to be recognized by various agencies for its high-quality performance under various parameters. During the Financial Year 2023-24, your Company bagged the following awards/recognitions.

"Great Place to Work" by Great Place to Work^? Institute, India

"Top 50 Companies with Great Managers" by People Business in partnership with The Economic Times

"Best Advance in Mobile Learning in Technology

Award" by Brandon Hall group - for Year 2023

"Influencer of the Year Award for Year 2023" by Financial Express - to Mr Manas Martha, Chief Human

Resources Officer

"IP Counsel of the Year 2023" under in-house counsel Category by Legal Era Intellectual Property Awards 2023 to Mr Ramesh Babu, Head - Legal

Superbrand 2023 for Consecutive 17 Years by Superbrands India Media Private Limited

Kitchen Retailer of the Year Award 2023 by Franchise India

India?s Most Trusted Pressure Cooker Brand in 2024 by TRA?s Brand Trust Report

National Awards for Innovative product launch – Prestige Oscar with Safesense Chimney by Economic Times Ascent

Commincon 2024 Awards for Best Crisis PR Management - Design Piracy by Afaqs

Brand of the Year for Outstanding Marketing by marksmen daily

Best Brand Awareness Award for Shubhutsav

Influencer Marketing by

Best Customer Experience Award in Kitchen Appliances Category by Konnect Insights

Best use of Topical Post - For Mother?s Day Campaign by IDMA Awards

Most Admired e-commerce Company of the Year: Excellence in Ecommerce Innovation by IMAGES e-commerce Award 2023

The Best of Tamil Nadu Awards 2023 for Kitchen Appliances category by The e4m Pride of India

Brand of the Year – 2023 - 2024 for innovation by Team Marksmen Daily

Best Customer Experience Management – Appliances at WeKonnect on 07^th Dec 2023

Impact Digital Influencer Award by E4M

Drivers of Digital 2023 Award by Inkspell & India Creative Industries Council for Digital Marketing initiatives.

General Economy: As mentioned in the highlights, through the year the global economy witnessed recessionary and inflationary trends due to increasing geo-political tensions. As in previous year the Indian economy continued to show its resilience due to its strong domestic demand and investment, along with Government?s continued emphasis on capital expenditure and remained the fastest growing major economy in the world in 2023-24 fiscal. The domestic demand was driven largely by service, construction sectors and core manufacturing sector. While domestic macro fundamentals are strong and improving, downside risks can arise from global headwinds and uncertainties in weather conditions. The continued inflation and high interest rate customer sentiment affecting the market growth especially on the items for day-to-day consumption. The IIP growth rate for FY 24 is estimated at modest growth of 5.8% ending better than the previous year in tough global condition. The Private Final Consumption dropped from 6.8% in FY 23 to 3% in FY 24 reflecting further weakening of consumption momentum in the economy during this year. The exports growth was muted in spite of the low base in last year due to the global headwinds. The service sectors like travel, entertainment and hospitality industries continued to maintain the momentum gained since the last year. RBI maintaining the policy rates during the year helped to contain inflation which helped Indian economy to move ahead of many of the developed nations.

Industry: Your Company primarily operates in the Kitchen Appliances segment with a wide range of product categories. The product categories broadly consist of Pressure Cookers, Cookware, Gas Stoves, Domestic Kitchen Electrical Appliances and select home appliance not being whitegoods outside the Kitchen Segment. The market for all these segments consists of organized national brands, regional brands as well as unorganized players. Except for Pressure Cookers, Cookware and Induction Cooktops, the market for the rest of the key product lines is fragmented and is shared by several players. Over the last five years or so many players both big and small have been entering as well as exiting the appliance categories and the churn is still going on. Reorganization, mergers/acquisitions etc are also seen in this industry over the last few years. With E-Commerce becoming an active channel over the last couple of years it has become a platform for intense competition as even regional and small players could reach out to pan India through this channel. The competitive intensity continued to be high calling for higher sales promotion / increased discounts during this year by most brands and online channels.

Consumer/Channel Scenario: The products coming under discretionary spending share of wallet was a major concern. While there was some softening of inflation at the later part of the year, the same was not reflected in the consumer sentiment as evident from the continued pressures on consumer durables including kitchen and home appliances. With more offices moving to work from office, the home improvement intensity has come down significantly.

Value added innovative products continued to do well during the year. The improvement in the real-estate construction industry is aiding demand for new homes which as and when occupied can improve the demand for kitchen and home appliances. The exclusive retail channel has shown a positive growth reflecting a strong presence in the market. However, the general trade has not been growing reflecting the customer sentiment. The e-commerce has been doing well due to discounting by brands / platforms in the low-priced mass product. The large format stores channel has also been doing well as compared to last year. Smaller players were able to get into online platform with lower price points especially with reference to entry level products.

Export Market: Exports from India remained weak with very negligible growth from the low base of last year. This was due to the head winds caused by global recession and unprecedented inflation in the developed markets driven by extended and new geopolitical issues. However, India continued to remain high on minds of the global brands as alternate source of supply. Once the global economy improves, India is expected to reap the benefits on exports.

Your Company: Even under these difficult economic conditions your Company maintained its leadership position in key categories like Pressure Cookers, Cookware, Value added Gas Stoves, Induction Cooktop etc and is steadily improving its market share in the Mixer Grinder segment. Company?s indigenisation program for some small appliances has stabilized with nil imports of finished goods during the year.

The models launched under Svachh platform viz. Pressure Cookers and Gas Stoves, the new IOT enabled products in rice cookers and kitchen hoods and the new value-added models in Cookware did well during the year. Your Company is continuously investing in innovative products with designs that remove the pain points of the consumers, in strengthening its manufacturing capability and sourcing capacities through automation and creating additional facilities. Your Company continues to maintain cordial relations with all its channel partners whether online or offline and has proactively minimised the conflict among the various channels without compromising on product offerings and without succumbing to predatory pricing pressures. Your Company maintains significant presence in all channels – traditional retail, online, large format stores, rural, institution, CSD etc besides your Company?s Prestige Xclusive network of Stores spread across India.

Your Company will continue to focus on product innovation and differentiation coupled with innovative distribution, market expansion and digitalization of sales and marketing processes to stay ahead in the marketplace.

1. KITCHEN & HOME APPLIANCES:

The products include Pressure Cookers, Cookware, Kitchen Electrical Appliances, Gas Stoves, and Home Appliances. The turnover of these product categories is given in the following table:

a. Your Company due to tough external factors as mentioned in the Highlights could not register a growth during the year. The drop in sales was only in the 1^st of the half year whereas your Company registered a growth of around 4% in 2^nd half over last year through judicial products mix, channel presence and market penetration. While all channels were active during the year, the modern formats, e-commerce, and exclusive stores registered a growth, but the general trade felt the impact of the tepid, demand and inflationary pressures. The exports registered a nominal growth of 1% in spite of the continued global slowdown. b. Your Company continued to manage its trade policy with general trade as well as other channels cautiously to improve working capital efficiencies across channels. c. The value-added premium products did better during the year. d. Early this year your Company decided to rationalize the product offerings in Cleaning Solution with more focus on value added products like vacuum cleaners, water purifiers, etc. to improve the focus and for sales growth on long term. This had impact on the sales this year to the tune of

Rs 10 crores this year. e. Pending indigenisation of development a few product lines and the policy not to depend on imports from China for these, some product opportunities could not be taken advantage of. Your Company is revisiting its import policy on a case to case basis till the ecosystem improves within India for developing new designs/products at rapid pace. f. During the year under report your Company introduced around 170 new SKUs covering Pressure Cookers, Induction Cook tops, Mixer Grinders, Rice Cookers, Gas Stoves, and other Small Electric/Non-Electric Appliances. g. Judge brand as a tactical brand is progressing well and contributed around Rs 48 Crores to Sales (PY Rs 46 crores); a growth of 4%. During the 1^st quarter of this year Your Company has repositioned the Judge brand. Various new products were launched during the year and Your Company is expanding its distribution network for Judge

Brand products. The benefit of this repositioning is expected in the coming years. h. Despite adverse market conditions and inflationary challenges during the year, various operating ratios were maintained at healthy levels with EBITDA margin (before exceptional items) at 15.4% as against 15.3% in the previous year. None of the key financial ratios (inventory turnover, receivable turnover, net-current asset turnover, margins and return on net worth) had a variance of 25% or more as compared to the previous year. i. Operating ROCE stood at 34.6% (PY 35.9%) on expanded manufacturing asset base. Your Company continued to be debt free and carried a sizeable free cash balance of over Rs 1020 Crores at the year-end after payment of dividend, capital expenditures and after deploying sufficient amounts in working capital for a cost-effective supply chain. j. Your Company has over the last few years substantially reduced its dependence on imports which has a positive impact on working capital efficiencies. k. Prestige Xclusive network was consolidated and rationalized where necessary and new outlets were added. The number of outlets as at 31.03.2024 was 699 (PY 681). The network now covers 27 States and 371 Towns. The spread of the network is also evenly distributed between Metros, Mini-Metros, Tier 1, Tier 2, and Tier 3 cities. l. Service network as of March 31, 2024 stands at 476 centres (PY - 512 centres).

2. SUBSIDIARY COMPANIES & CONSOLIDATED RESULTS:

The operating subsidiary Horwood Homewares Limited (Horwood) achieved a sale of ? 14.4 million (PY ?15.3 million). The drop in sales was due to slowdown of economy and unprecedented inflation triggered by the extended geo-political situation in UK, Europe, and USA the markets in which they are operating. Operating EBITDA was at ?0.02 million (PY ?0.3 million). The drop in EBITDA is primarily caused by increase in global supply chain issues, increase in operational cost due to inflation and reduced operating leverage due to lower sales. With the recession and inflation existing throughout the year, Horwood has taken all necessary steps to manage this tough period through optimization of costs and through improved operational efficiencies.

During the last quarter of FY 22, your Company made strategic investment of around 41% in Ultrafresh Modular Solutions Ltd (Ultrafresh) engaged in the business of Modular Kitchens and kitchen appliances having many franchisee outlets across India. In Jan 2023 your Company further invested in Ultrafresh and increased its shareholding to 51% and Ultrafresh became subsidiary of your Company from that date.

Accordingly, the consolidated financial statement for the previous year includes the profit / loss of Ultrafresh as an associate for the period up to December 2022 and as Subsidiary from January 2023.

Ultrafresh achieved a turnover of Rs 31.2 Crores during the year (PY Rs 23.0 Crores) with an EBITDA of Rs (6.0) Crores (PY: Rs (9.9) Crores).

Being an Associate Company up to December 2022, the net loss of Ultrafresh for the period from 1^st April to 31^st Dec 2022 proportionate to the share holding up to that period viz. Rs (2.22) Crores is consolidated appropriately in the Consolidated Financials. For the period from Jan 23 to Mar 23 the net loss of Rs (3.3) Crores is considered in the Consolidated Financials as applicable to Subsidiary. In FY24, the net loss of Ultrafresh for full year viz

Rs (8.5) Crores is considered in the Consolidated Financials as applicable to Subsidiary.

The consolidated financials are attached to this

Annual Report separately.

C. OUTLOOK & OPPORTUNITIES: a. Despite the deteriorating global situation, India is one of the fastest growing economies post covid pandemic and is poised to become the 3^rd largest economy in the world in the next few years. b. The Reserve Bank of India has projected a GDP growth of 7% in real terms for FY 25 driven by resilient activity in services and manufacturing industry and estimated the CPI inflation at 4.5%. The growth is expected to be more broad based than the skew towards a few sectors in the last year. c. The growth in consumer spending post pandemic has been fluctuating categories and amongst categories between premium products and entry products.

The fluctuation groups and geographies – urban and non-urban. With larger State spends in non-urban areas and expected increase in middle income group, private final consumption is expected to improve and broad-based. The new homes built in the last few years are expected to reach occupation levels which will provide impetus to the demand for kitchen and home appliances. d. In order to tap the expected increase in private final consumption, your Company has put in place appropriate initiatives to introduce new products across categories, channel / geography specific initiatives to consolidate leadership and improve market share in categories as well as channels. Onetime sizable investments will be made in this direction in the six quarters commencing from Q1 of FY 25. e. The shifting sizable portion of the manufacturing by the global brands to

Country outside China will benefit India.

Your Company?s export customers continue to show much interest to increase their sourcing from the Company during FY 24 and we expect this to further strengthen during FY 25 subject to no further impact in the global economy. f. Your Company, as always, focuses on improvement in efficiencies and management of critical costs to deliver decent profits even if planned growth is impaired due to external factors like geo-political or climatic disturbances g. Your company is comparatively better placed owing to its brand salience, exclusive retail network across India besides strong presence in every other channel that reaches the end consumer. h. Your company is debt-free, and all its manufacturing and sourcing facilities with adequate capacities and human infrastructures can increase supplies to the market at short notice. i. India?s economy is performing well amid global challenges. Addressing concerns such as declining exports and sluggish private growth momentum in the future. India?s underlying economic fundamentals are strong and despite this turbulence the impact on the long-term outlook will be marginal. If the projected GDP growth of

7% is realized, your Company is confident of returning to growth path with stable operating margins.

D. MEDIUM & LONG-TERM STRATEGY: a. Few years back your Company has adopted an expansive Vision – To Delight Home Makers with Innovation and To Make Company?s products available at Every Home. Your Company is in the process of redrawing its blueprint for the long-term taking into account the rapid changes in economic scenarios both domestic and global, emerging opportunities, etc. Globally reputed consultants will be assisting the company in this process. b. Your Company has successfully managed the transition in operating management at key levels with a blend of experience and diverse skill sets and has put in place long term incentive plans to maintain and attract talent. c. Your Company operates out of its core strengths of brand, innovation, design, manufacturing, distribution, sourcing, and service capabilities and more importantly ‘Customer Engagement? and will continue its efforts to further fortify these strengths. d. In the medium and long-term, your Company expects to maintain growth levels surpassing the GDP with healthy operating EBITDA margin and Return on Capital Employed subject to any unforeseen external factors beyond control.

E. THREATS

The domestic market has vast opportunities with the increase in customer base year after year. However, threats in the form of new entrants or existing regional brands causing disruptions through unrealistically low prices due to pressure from some channels can continue to exist. Consolidation of big-format and online channels in a few hands can cause disruptions in the short-term both for traditional small retail players and organized national brands. Any delay in innovation of new and differentiated products can impact growth due to these developments. Fluctuation in the commodity prices is also a major threat as it may not be possible for Your Company to pass on the impact of cost increases to consumers in full. The increased geo-political tension may have adverse impact on the commodity pricing and the supply chain costs. The dynamic cost management process adopted by Your Company will ensure healthy margins at EBITDA levels as demonstrated in the last few years.

The various general economic risks and concerns which can impact your Company have already been outlined in the preceding sections. The concerns largely centre around external factors.

Your Company has a Risk Management Committee in place as required under SEBI (LODR) Regulations the details of which are provided in the Report on Corporate Governance.

Your Company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company. The detailed Policy is available on the website of the Company under ‘Policies? at www.ttkprestige.com Your Company has a risk identification and management framework appropriate to the size of your Company and the environment under which it operates. The process involves identifying both external and internal risks and the readiness to respond to extreme risks like calamities and disasters.

Risks are being continuously identified in relation to business strategy, business continuity/ contingency plans, operations and transactions, statutory /legal compliance, financial reporting, information technology system, cyber security, and overall internal control framework. In line with the SEBI (LODR) Regulations the scope includes sustainability factors-environment, social and governance.

Your Company is utilizing the services of independent professional management auditors for advising the Company on a continuous basis on contemporary risk management framework appropriate to the size and operations of the Company. They are also carrying out risk audit on a periodical basis.

Your Board is periodically reviewing the broad risk framework to ensure that there is a dynamic process to capture and measure key elements of risks.

This year, our company has maintained a robust information security posture, with no major security incidents reported. Although there was an attempt to breach our application systems, it was timely detected and defeated. Our proactive measures and continuous monitoring of IT landscape and environment have been pivotal in this achievement.

The cybersecurity landscape is ever evolving, and we remain vigilant against current threats and emerging risks. We have witnessed a surge in cyber threats, with phishing, ransomware, and social engineering attempts in our country. We could observe that the rise of Digitalization initiatives, which has increased the attack surface, making Indian companies attractive targets for cybercriminals.

We have fortified our defences by implementing the latest and Industry best practices from time to time. Our commitment to safeguarding our information assets remains unwavering as we navigate the complexities of the current cybersecurity environment.

The paid-up equity share capital as on March 31, 2024, was Rs 13.86 Crores (PY Rs 13.86 Crores). The Authorised Capital of your Company is at Rs15 crores divided into 15,00,00,000 equity shares of Rs 1/- each.

Employee Stock Option Plan

In May 2023, your Company got the approval of the members for grant of options to the eligible employees of the Company / its subsidiary companies up to 1% of the paid-up share capital viz. 1,386,410 shares of face value Rs 1/- each under TTK Prestige Limited – Long Term Incentive (Stock Option) Plan 2023. Out of the above, 58,852 stock options were granted to the eligible employees of the Company under TTK Prestige Limited - Long Term Incentive (Stock Option) Plan 2023 for the year FY 24 in September 2023. This includes both Time Linked Options and Performance Linked Options.

These stock options, subject to fulfilment of the conditions of grant, will vest over a period of 4 years upon completion of 1 year from the date of grant.

Further in April 2024, 107,733 stock options were granted to the eligible employees of the Company under the TTK Prestige Limited - Long Term Incentive (Stock Option) Plan 2023 for the year FY 25. This includes both Time Linked Options and Performance Linked Options. These stock options, subject to fulfilment of the conditions of grant, will vest over a period of 4 years upon completion of 1 year from the date of grant.

As of March, 31^st 2024, no stock options have become eligible for vesting.

Your Company continues to generate substantial post-tax operating free cash flows and the same have been applied to meet capital expenditure and payment of dividend. Your Company on a standalone basis continued to be debt-free and at the end of the year carried cash and liquid investments of over Rs 1020 Crores.

Your Company has spent about Rs 66.9 crores in FY 24 including automation and establishing additional lines. The capex for FY 24 is estimated at around Rs80 crores including normal capex, logistics and capacity augmentation.

During the year, there were no additional investments in the Subsidiary Companies. Company carries short-term investments in mutual funds as a part of treasury operations as mentioned in para-J.

Your Company has necessary Internal Control Systems in place which is commensurate with the size, scale, and complexity of its operations. Your Company is continuously making improvements in internal control systems keeping in view the increasing level of activities. Gaps that are identified are addressed promptly and improvised control systems are put in place. Independent team of Internal Auditors/ Management Auditors are carrying out internal audits and advising the management on strengthening of internal control systems. The reports are periodically discussed internally. Significant corrective actions thereon are presented to the Audit Committee.

As per our vision and long-range plans, your company continued with its focus on implementing strategic HR initiatives in the areas of learning and development, talent management, succession planning etc. Your company has successfully hired senior leaders and inducted them in the company seamlessly as part of the succession planning process. To build a future ready organisation, your company continues to invest on hiring external talent wherever needed while providing career growth opportunities for internal talent. To build and sustain a High Performance and High Trust culture, your company has participated in the globally renowned Great Place to Work study conducted by Great Place to Work Institute and has been re-certified as a Great Place to Work for the 3rd year in a row which is a testament of our enabling culture and people practices which translates into superior employee experience. Your company has also been awarded with "Top 50 companies with Great Managers" in the Great Managers Awards event conducted by People Business in partnership with The Economic Times which is a testament of our culture that nurtures managerial excellence.

In line with our strategic objective of Digital First approach, your company continues to digitize key HR processes and systems by leveraging technology to enhance process efficiency, ease of administration and enhance overall employee experience. Company has also taken necessary steps to upskill and reskill its employees through several training and developmental initiatives to stay competitive in an ever evolving and dynamic business landscape. Your company is committed to Health and wellness of our employees and to address mental wellness issues prevailing in our society, your company has organised several emotional wellness camps/webinars across locations with the help of expert counsellors to support employees on emotional wellness issues/ concerns.

Notwithstanding the challenging macroeconomic scenario, geo-political disturbances and inflation, your Company released increments to all employees for FY25 effective from April 01, 2024 as also the performance linked variable pay. Your company continues to recognise and award its employees for going above and beyond the call of duty and creating significant the business outcome and demonstrating the company values.

The industrial relations across all the manufacturing units have been by and large cordial and remained peaceful. Long term wage settlement has been signed with the workers union in the Hosur Factory with improved productivity norms.

The direct employment strength stood at 1420 as compared to 1416 in the previous year.

Your Company is neither inviting or accepting Deposits from public or shareholders and hence there are no deposits outstanding or remaining unpaid as at the end of March 31, 2024.

Your directors are happy to recommend a dividend of Rs6 per share of face value Rs 1/- each for FY 24. (PY Rs 6 per share of face value Rs 1/- each).

This Directors? Report and the Management Discussion and Analysis included therein 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 numerous factors both internal and external. Therefore, the investors are requested to make their own independent judgments by considering all relevant factors before taking any investment decision.

Report on Corporate Governance is separately presented as part of the Annual Report.

Your Company now forms part of the Top 500 listed companies of India and is mandatorily required to provide a Business Responsibly & Sustainability Report as part of the Annual Report in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. This report is separately presented as part of this Annual Report.

Your Company has been proactive in implementing various projects to address global environmental issues such as climate change, global warming, etc. Some of the products of your Company such as pressure cookers, induction cooktops, etc., are designed to save energy as well as protect environment.

Continuous design improvements, investments in efficient manufacturing processes, solar power and green environment in manufacturing locations are directed to reduce the impact on consumption of basic metals like aluminium, steel etc besides utilities like water, power, and fuel.

During the year, your Company?s factory at Karjan was certified by CII – Sohrabji Godrej Green Business Centre with GreenCo Silver rating which is valid for a period of 3 years up to 18^th February 2027. Your Company is in the process of improving this rating further in the coming years. In addition, your Company has also developed a road map to obtain similar certification for the other factories in the coming years.

This report is separately presented as part of Business Responsibility & Sustainability Report.

Your Company?s shares are listed in the BSE Limited (BSE) Mumbai and National Stock Exchange of India Limited (NSE), Mumbai and the applicable listing fees have been paid.

The Board of Directors met six times during the year 2023-24. The details of the Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance.

As per the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder, your Company has in place a Corporate Social Responsibility Committee which comprises of Mr. T. T. Jagannathan as Chairman and Mr. R. Srinivasan, Mr. Shankaran, and Dr. Mukund T. T. as Members. Dr. Mukund T. T. was added to the Committee with effect from May 25^th, 2023.

The Corporate Social Responsibility (CSR) Policy enumerating the CSR activities to be undertaken by the Company, in accordance with Schedule VII to the Companies Act, 2013 as adopted by the Board is available on the website of the Company www.ttkprestige.com. The Annual Report under CSR Activities is annexed to this report as Annexure A. The details relating to the meetings convened, etc. are furnished in the Report on Corporate Governance.

The Audit Committee comprised of Mr. Dileep Krishnaswamy as Chairman, Mr. R. Srinivasan, and Mr. Arun K. Thiagarajan as Members till May 25^th, 2023. Mr . V. Ranganathan, Independent Director to the Committee on May 25^th, 2023 and was also appointed as Chairman of the committee from then on. All the members are Independent Directors.

Mr. K. Shankaran, Wholetime Director was the Secretary of the Committee until 31^st Oct 2023 and Mrs. Manjula K.V. is the Secretary of the Committee from 1^st Nov 2023. 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 the Company with its Promoters, the Directors or the management, their subsidiaries, or relatives, etc., that may have a potential conflict with the interests of the 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 of unforeseen or repetitive 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 transactions, in which directors are interested, is placed before the Audit Committee / Board regularly.

The Board of Directors of the Company, on the recommendation of the Audit Committee, adopted a policy on Related Party Transactions, to regulate the transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Policy as approved by the Board is uploaded on the Company?s website at www.ttkprestige.com.

The details of the Related Party Transactions in Form AOC-2 are annexed as Annexure B to this Report.

e. Directors and Key Managerial Personnel: None of the Directors is disqualified from being appointed or holding office as Directors, as stipulated under Section 164 of the Companies Act, 2013.

(i) Appointment / Re-appointment of Directors:

(a) Mr. T. T. Raghunathan is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee has approved his re-appointment, and the Board recommends his re-appointment.

(b) Ms. Sandhya Vasudevan and Mr. V. added Ranganathan joined the Board as Independent Directors with effect from April 01^st , 2023 pursuant to the approval of the Shareholders through postal ballot. (c) Pursuant to the Special Resolution passed by the shareholders on April 27, 2024, Mrs. Akila Krishnakumar has joined the Board as Independent Director from May 01, 2024.

(d) Pursuant to the Special Resolution passed by the shareholders on April 27, 2024,

Mr. K. Shankaran, who holds office of the

Wholetime Director till March 31, 2024 has been reappointed for a further period from April 01, 2024 till the conclusion of the ensuing Annual General Meeting to be held in the calendar year 2024 on the same remuneration and other terms and conditions of appointment. (e) Mr. T. T. Jagannathan, Non-Executive Chairman, whose current term ended on June 30, 2023, was appointed as an Additional Director by the Board at their meeting held on May 25, 2023, and was appointed as Director liable to retire by rotation with effect from July 01, 2023, based on the approval of the Shareholders in the 67^th Annual General Meeting.

(f) Mrs. Manjula K.V. has been appointed as Company Secretary &

Compliance Officer with effect from November 01, 2023.

(g) The Board, as recommended by the Nomination and Remuneration Committee, subject to the approval of the Shareholders in the ensuing Annual General Meeting, has appointed Mr. Venkatesh Vijayaraghavan, CEO as Wholetime Director for a period of 5 years from September 01,2024. (h) The Board, as recommended by the Nomination and Remuneration Committee subject to the approval of the Shareholders in the ensuing Annual General Meeting, has appointed Mr. R. Saranyan, CFO as Wholetime Director for a period of 5 years from September 01, 2024.

(i) Mr. R. Srinivasan whose second term as Independent Director comes to an end on August 20, 2024 is proposed to be appointed as a Non-Independent Director liable to retire by rotation with effect from the ensuing Annual General Meeting as recommended by the Nomination and Remuneration Committee and the Board of Directors. (j) Mr. Chandru Kalro, Managing Director, has requested for early retirement with effect from October 01, 2024 and the same has been accepted by the Board of Directors.

(ii) Statement on Declaration by the Independent Directors of the Company:

All the Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of appointment of the Independent Directors are posted on the website of the Company www.ttkprestige.com.

(iii) Key Managerial Personnel (KMP):

The following managerial personnel are Key Managerial Personnel (KMP):

Mr. Chandru Kalro, Managing Director

Mr. K. Shankaran, Wholetime Director

Mr. Venkatesh Vijayaraghavan, Chief

Executive Officer (w.e.f. Feb 06, 2024)

Mr. R. Saranyan, Executive Vice President –

Finance as Chief Financial Officer (CFO).

Mrs. Manjula K.V., Company Secretary & Compliance Officer (w.e.f. November 01, 2023)

(iv) Performance Evaluation of the Board, its Committees and Separate meetings of Independent Directors: In compliance with the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. During the year, one separate meeting of Independent Directors was held to consider various aspects of management of the Company as well as to review the performance of the Board, its committees, and non-independent Directors. More details on the same are given in the Report on Corporate Governance. The Board evaluation for FY 2023-24 was completed at the Meeting held on March 18, 2024.

(v) Remuneration Policy:

Your Company follows a policy on remuneration of Directors and Senior Management. The policy is framed by the Nomination and Remuneration Committee and approved by the Board. The remuneration (including all components) to senior management i.e., till one level below the MD / CEO including functional heads, are as approved by the Nomination and Remuneration Committee and the Board. More details on the same are given in the Report on Corporate Governance.

(i) Statutory Auditors and their Report and Reappointment: Audit Report: M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants have carried out the Audit for the financial year under review. The Auditors?

Report to the Shareholders for the year under review does not contain any qualifications.

(ii) Cost Auditor and Cost Audit Report:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Records of the Company relating to "Stainless Steel Pressure Cookers and Cookware" are required to be audited.

The Board of Directors, on the recommendation of the Audit Committee, appointed Ms. Jayanthi Hari as Cost Auditor of the Company, for the financial year 2024-25 and fixed her remuneration. Ms. Jayanthi Hari has confirmed that her appointment is within the limits of the Section

141 of the Companies Act, 2013 and has also certified that she is free from any disqualifications specified under the provisions of Section 141 of the Companies Act, 2013.

The Audit Committee also received a Certificate from the Cost Auditor certifying the independence and arm?s length relationship with the Company. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder, the approval of the Members is sought by means of an Ordinary Resolution for the remuneration payable to Ms. Jayanthi Hari, Cost Auditor, under Item No. 4 of the Notice convening the Annual General Meeting.

The Cost Audit Report for the year ended March 31, 2024, will be placed before the Audit Committee and the Board of Directors of the Company, and filed on or before the due date.

(iii) Secretarial Auditor and Secretarial Audit Report:

The Board had appointed Mr. Parameshwar G. Hegde, Company Secretary in Wholetime Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act,

2013 for the financial year 2023-24. The Report of the Secretarial Auditor in Form MR-3 is annexed to this report as Annexure "F". The report does not contain any qualification.

g. Transfer to Investor Education and Protection Fund. (i) Unclaimed Dividends for the year ended March 31, 2016:

Your Company has transferred a sum of Rs 2,092,446 during the financial year 2023-24 to the Investor

Education and Protection Fund established by the Central Government, in compliance with Section 124 of the Companies Act, 2013. The said amount represents the unclaimed dividends for the year ended March 31, 2016, which were lying unclaimed with the Company for a period of seven years from their respective due dates of payment.

(ii) Transfer of Shares to the Demat Account of the IEPF Authority:

In accordance with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and as amended from time to time, your Company transferred 21,240 Equity Shares of Rs 1/- each fully paid-up, in respect of which the dividends unclaimed / unpaid for a period of seven consecutive years. h. Disclosure with respect to Demat suspense account / unclaimed suspense account.

Your Company does not have any Unclaimed Shares.

The prescribed 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 the Annexure C to this Report.

j. Particulars of Employees: The information required under Section 197 of the Companies Act, 2013 and the Rules made thereunder are annexed to this Report as Annexure D and Annexure E.

k. Subsidiary Companies: Your Company has an overseas subsidiary by name TTK British Holdings Limited which was incorporated in the United Kingdom on March 24, 2016 and capitalized during FY 16-17. TTK British Holdings Limited holds the entire share capital of Horwood Homewares Limited which is the operating subsidiary. Your Company holds 51% of the equity capital of this company Ultrafresh Modular Solutions Limited, a subsidiary of your Company with effect from January 2023.

Pursuant to Sec.129(3) of Companies Act, 2013, the Consolidated Financial Statements are attached to this Annual Report. The particulars of all the subsidiaries in the prescribed format AOC- 1 is also attached to the financial statements. In accordance with Sec.136 of the Companies Act, 2013, the Financial Statements of each of the subsidiaries are available on the website of the Company www.ttkprestige.com.

l. Loans, Guarantees, and Investments under Section 186 of the Companies Act, 2013: During the year, your Company had not given any loan, provided any guarantee or made any investment under Section 186 of the Companies Act, 2013. Your Company holds 1,440 equity shares of Rs 10/- each fully paid in TTK Healthcare Limited, 20,700,000 shares of GBP 1 each fully paid-up in TTK British Holdings Limited and 5,32,860 equity shares of Rs 10 each fully paid-up in Ultrafresh Modular Solutions Limited.

m. Significant and Material Orders passed by the Regulators or Courts: There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

n. Whistle Blower Policy: In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the Rules made thereunder and also SEBI (LODR) Regulations, 2015, your Company has in place a vigil mechanism termed as 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 or Ethics Policy or Insider Trading Policy, 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 / Chairman of the Board in exceptional cases. The Whistle Blower Policy is made available on the website of the Company www.ttkprestige.com.

o. Obligation of your Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: Your Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace and has constituted the necessary Committee/(s) for implementation of the said policy and deal with any complaints. During the year 2023-24, there were no complaints. Your Company regularly conducts awareness programmes across its units in this regard.

p. Registered Office: There has been no change in the location of the

Registered Office of your Company.

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at www.ttkprestige.com.

As required by Sec.134 (5) read with Sec.134 (3)(c) of the

Companies Act, 2013 your Directors confirm. a. that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b. that they 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 at the end of the financial year and of the profit or loss of the Company for that c. that they have taken proper and sufficient care 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. d. that they have prepared the annual accounts on a going concern basis. e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Your directors deeply appreciate and acknowledge the significant by the Bankers, Financial Institutions, Business Partners, and the employees of the Company.