TTK Prestige Ltd Management Discussions

A. ECONOMY / INDUSTRY SCENARIO

General Economy: As mentioned in the highlights, the global economy witnessed inflationary trends and recession during the year due to continued geopolitical tensions despite waning of the impact of covid pandemic. However Indian economy showed its resilience during the year due to its strong fundamentals. The inflation especially on the items for day-to-day consumption affected the customer sentiment affecting the market growth. The Indian industry sector witnessed a modest growth of 4.1% in FY 23 compared to its strong growth of 10.3% in FY 22 primarily due to input cost pressures, supply chain disruptions and slowing down of global economy. Annual growth in Private Final Consumption Expenditure which was at 20% in the quarter ending June 2022, fell to 8.8% in September 2022 and just 2.2% in December 2022, which suggests a weakening of consumption demand momentum in the economy. This slow down seems to have continued in Q4 FY 23 as well. The export which showed a strong growth in FY 22 continued somewhat in the first quarter of FY 23 but slowed down in the second half of the current financial year due to global economy falling into recession. However, the strong domestic consumption growth and investment revival is expected to keep industrial production active. The travel, entertainment

and hospitality industries have gained momentum during FY 23. The policy rates hikes helped to control 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 Cleaning Solutions. 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. 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.

Consumer/Channel Scenario: The inflationary trend impacting customer sentiments and its stress on disposable income of low and middle income group, global economic recessionary conditions acted as an impediment to register significant growth during the year in both domestic and export market. With the work-from-home being replaced with hybrid structure or work from office has taken away fully the impact of pent-up demand as well as home improvement intensity seen in the last two years. Further with complete relaxation of all restrictions owing to covid pandemic the share wallet for durable items substantially came down with consumers allocating substantial share of their purse towards travel, entertainment and hospitality which faced lot of restrictions in the previous years. Value added innovative products gained ground during the year. The revival in the real-estate construction industry is aiding demand from new homes. The exclusive retail channel has shown a robust growth reflecting a strong presence in the market. The e-commerce felt the impact of re-emergence of offline channels. Both online and large format off-line channels have been competing each other with huge discounts especially with reference to entry level products. Smaller players were able to get into online platform with lower price points especially with reference to entry level products. Allocation of inventory to various channels with healthy and realistic price-points is becoming a challenge.

Export Market: With India gaining momentum in the exports of consumer durables in the previous

year, hit the head winds due to global recession and unprecedented inflation in the developed markets driven by extended geo-political. With the Rs.Make in IndiaRs. push and with India becoming an attractive destination for sourcing, India is expected to reap the benefits on exports once the global recessionary trends fade away.

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 Cook top, Kettles, etc and is steadily improving its market share in the Mixer Grinder segment. Indigenisation of some small appliances hitherto imported from China has stabilized. The models launched under Svachh platform viz. Pressure Cookers and Gas Stoves continued do very 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 CompanyRs.s Prestige Xclusive network of Stores spread across India.

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

B. ANALYSIS OF PERFORMANCE:

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:

(Rs. in Crores)

	2022-23			2021-22
	Domestic	Export	Total	Domestic	Export	Total
Pressure Cookers (including Microwave Pressure Cookers)	800.50	26.77	827.27	740.18	45.80	785.98
Cookware	377.82	40.19	418.01	370.26	46.45	416.72
Gas Stoves	332.60	0.51	333.11	340.06	0.41	340.47
Mixer Grinder	275.01	0.72	275.73	245.18	4.37	249.55
Induction Cooktop	287.44	0.26	287.70	256.32	0.28	256.60
Other Kitchen/ Home Appliances	339.30	0.34	339.64	340.83	-	340.83
Cleaning Solutions	45.06	-	45.06	43.66	-	43.66
Others	98.31	0.89	99.20	97.56	0.78	98.34
Total	2556.04	69.68	2625.72	2434.06	98.09	2532.15

a. Your Company was able to register a modest growth of around 5% during the year in the Domestic market inspite of the tough external factors as mentioned in the Highlights through judicial products mix, channel presence and market penetration. All channels did well during the year other than online channel which felt the impact of re-emergence of the offline channels. However, the exports dropped by around 29% due to global slowdown.

b. Your Company continued to manage its trade policy with general trade as well as modern format stores cautiously to improve working capital efficiencies across channels.

c. Almost all key categories except gas stoves registered volume growth during the year.

d. The Cleaning Solutions category grew by 5% during the year. Your Company has decided to rationalize the product offerings in this category during FY24 to improve the sales growth.

e. During the year under report your Company introduced around 80 new SKUs covering Pressure Cookers, Induction Cook tops, Mixer Grinders, Rice Cookers, Gas Stoves and other Small Electric / NonElectric Appliances and Cleaning Solutions.

f. Judge brand as a tactical brand is progressing well and contributed around Rs. 46 Crores to Sales (PY Rs. 33 crores) a growth of 39%.

g. Despite various inflationary challenges during the year, various operating ratios were maintained at healthy levels with EBITDA margin at 15.3% as against 17.4% 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.

h. Operating ROCE stood at 35.9% (PY 41.7%) on expanded manufacturing asset base. Your Company continued to be debt free and carried a sizeable free cash balance of over Rs. 840 Crores at the year end.

i. Your Company has over the last few years substantially reduced its dependence on imports

which has a positive impact on working capital efficiencies.

j. Operating working capital efficiencies dropped during the year due to early payments to vendors to ensure operational liquidity to them and also to get the benefit on pricing. The net current asset turnover is at 4.77 (PY 5.59).

k. Prestige Xclusive network was consolidated and rationalized where necessary and new outlets were added. The number of outlets as at March 31, 2023 was 681 (PY 665). The network now covers 27 States and 368 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 was significantly expanded to 512 centres (PY - 504 centres).

2. SUBSIDIARY COMPANIES & CONSOLIDATED RESULTS:

(a) Horwood Homewares Ltd, United Kingdom

The operating subsidiary Horwood Homewares Limited (Horwood) achieved a sale of ?15.3 million (PY ?18.8 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 ? 0.2 million (PY ? 2.2 million). The drop in EBITDA is primarily driven by increase in key commodity prices, 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.

(b) Ultrafresh Modular Solutions Limited, India

During the last quarter of the previous year, your Company made strategic investment in Ultrafresh Modular Solutions Ltd (Ultrafresh) engaged in the business of Modular Kitchens and kitchen appliances having many franchisee outlets across India. Your Company had invested around Rs. 20 Crores through primary and secondary modes to acquire around 41% shareholding in the company rendering Ultrafresh an Associate as per Accounting Standards effective from 16th February 2022. On 4th January 2023, the Company further invested around Rs.10 Crores in Ultrafresh and increased its shareholding to 51% and Ultrafresh became subsidiary of your Company from that date. Accordingly, the consolidated financial statements 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. 23 Crores during the year (PY Rs. 14 Crores) with an EBITDA of Rs. (9.9) Crores (PY: Rs. (6.4) Crores).

Being an Associate Company up to December 2022, the net loss of Ultrafresh for the period from 1st April to 31st Dec 2022 proportionate to the shareholding up to that period viz. Rs. (2.22) Crores is consolidated appropriately in the Consolidated Financials. For the period from January 2023 to March 2023 the net loss of Rs. (3.3) 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. The Reserve Bank of India has projected a GDP growth of 6.5% in real terms for FY 2023. As per the economic survey, this stem from number of positives like the rebound of private consumption given a boost to production activity, higher Capital Expenditure (Capex), near-universal vaccination coverage enabling people to spend on contact-based services, such as restaurants, hotels, shopping malls, and cinemas, as well as the return of migrant workers to cities to work in construction sites leading to a significant decline in housing market inventory, etc.

b. However, with the continued geo-political crisis and the global slowdown and the unprecedented inflationary trends in developed market, the near-term outlook is uncertain for growth prospects. The growth is expected to stabilize during the second half of FY 2024.

c. Despite the deteriorating global situation the agencies worldwide continue to project India as the fastest growing major economy in FY 2023.

d. The Union Budget for FY 2024 has laid emphasis on inclusive development, youth power, infrastructure and investment and unleashing the potential. The aim is to broad base the development. This is expected to cause structural change in the segmentation of consumers based on income levels. Your Company is developing brand, channel and product related strategies to cover various income segments and hitherto unpenetrated consumer groups and geographies. During FY 23-24 the Company decided to reposition the Judge Brand and has plans to launch

various products in Judge brand and also expand its distribution network to support this objective.

e. As your Company is in the home and kitchen appliance domain, the investment in infrastructure, the return of the migrants to the cities to aid real estate industry, the return to normalcy on shopping, preference to hybrid mode of working in some of the sectors, may support the need for improving kitchens and replacing appliances and thus support the demand for such products. The improvement in the real estate sector, increase in gifting during special occasions which was subdued due to restrictions on gatherings, may further support the demand. The revival of the travel, entertainment and hospitality industry will bring in more employment opportunities yielding a larger customer base.

f. Your Company, as always, focuses on improvement in efficiencies and management of critical costs to deliver decent profits even if growth may be impaired.

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. The global economic prospects for the next year have been weighed down by the combination of a unique set of challenges expected to impart a few downside risks. The impact of monetary tightening is beginning to show in slowing economic activity, especially in Advanced Economies. Besides this, adverse spill overs from the prolonged strains in supply chains and heightened uncertainty due to geo-political conflict have further deteriorated the global outlook. These might have impact on the export growth.

j. The shifting sizable portion of the manufacturing by the global brands to Country outside China is continuing to benefit India. Your CompanyRs.s export customers continue to show much interest to increase their sourcing from the Company

during FY 2023 and we expect this to further strengthen during FY 2024 subject to no further impact in the global economy.

k. However, with IndiaRs.s recovery from the pandemic being relatively quick, the growth in the upcoming year will be supported by solid domestic demand and a pickup in capital investment. The current growth trajectory will be supported by multiple structural changes that have been implemented over the past few years.

l. IndiaRs.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 6.5% is realized, your Company is confident of registering a double-digit growth in the coming year.

(d) MEDIUM & LONG-TERM STRATEGY:

a. As the members are aware your Company has adopted an expansive Vision - To Delight Home Makers with Innovation and To Make CompanyRs.s products available at Every Home.

b. Your Company based on this vision had developed strategies to increase its product base and customer base across India both rural and urban to double the turnover in about 5 years from the base of FY 22.

c. The blueprint that has been prepared is still relevant even under the current uncertain conditions and some tweaking has been in tune with the changed conditions.

d. Shareholders are aware that your Company operates out of its core strengths of brand, innovation, design, manufacturing, distribution, sourcing, and service capabilities and more importantly Rs.Customer EngagementRs. and will continue its efforts to further fortify these strengths.

In the medium and long-term, your Company expects to maintain a healthy EBITDA margin and Return on Capital Employed subject to commodity prices remaining stable within a range and the geo-political tensions do not escalate further.

(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 shortterm 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 dynamic cost management process adopted by your Company will ensure healthy margins at EBITDA levels as demonstrated in the last few years.

(f) RISKS AND CONCERNS

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.

(g) RISK MANAGEMENT

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 Rs.PoliciesRs. 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 recently notified amendments to 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.

(h) CYBER SECURITY:

The new world reality is cyber-physical, as people, assets and technology increasingly combine due to macro trends driven by demographics, economics, and geopolitics. This is a time of extraordinarily high volatility, diverse uncertainties with an increase in cyber threats & risks. In addition, acceleration on Digital and transformation programs, there is emergence of new cyber threats on progressive organisations, like us.

Your Company has devised cyber resilience strategies to not only defend our organisation from above uncertainties, but gone ahead to next level of combat, considering ever-changing world of cyber threats. We are establishing Cyber Security hygiene to equip our organization with effective defence and more resistant to threats.

(i) SHARE CAPITAL

The paid-up equity share capital as on March 31, 2023, was Rs. 13.86 Crores (PY Rs. 13.86 Crores).

The Authorised Capital of your Company is at Rs. 15 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. The grant of options for the eligible employees will be made by the Nomination Remuneration Committee post receipt of in-principle approval for the scheme by the stock exchanges.

(j) FINANCES

Your Company continues to generate substantial post-tax operating free cash flows and the same have been applied to meet capital expenditure besides other uses including investments in Ultrafresh Modular Solutions Limited, 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. 840 Crores after investments in Ultrafresh Modular Solutions Limited to the tune of around Rs. 10 Crores.

(k) CAPITAL EXPENDITURE PLANS

Your Company has spent about Rs. 68 crores in FY 23 including automation and establishing additional lines. The capex for FY 24 is estimated at around Rs. 70 crores including normal capex, logistics and capacity augmentation.

(l) INVESTMENTS

During the year, your Company invested an amount of around Rs. 10 Crores in M/s Ultrafresh Modular Solutions Limited through subscription of shares and increased its shareholding to 51% in that company. Other than this your Company carries short-term investments in mutual funds as a part of treasury operations as mentioned in para-j.

(m) INTERNAL CONTROL SYSTEMS

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. 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 audit observations and corrective actions thereon are presented to the Audit Committee.

(n) DEVELOPMENTS IN HUMAN RESOURCES

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. 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 2nd year in a row with much-improved scores on all parameters over the last year which is a testament of our commitment to uphold a value based culture. In addition to this, Company has also re-articulated the existing 3 core values of Trust, Transparency and Knowledge by adding two more core values of Care & Agility.

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 provide training to its employees through self-paced E-Learning platforms. Health and wellness of our employees has been one of the top priorities for the company in the post pandemic era. 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 macro-economic scenario, geo-political disturbances and inflation, your Company released increments to all employees for FY24 effective from 1st April 2023 as also the performance linked variable pay.

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 workmen in Roorkee Factory with improved productivity norms. Long term wage settlement for the Hosur unit of the Company is due for negotiation during the financial year 2023-24 and the discussions are underway.

The direct employment strength stood at 1416 as compared to 1418 in the previous year.

FIXED DEPOSIT

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, 2023.

DIVIDEND

Your Directors are happy to recommend a dividend of Rs.6.00 per share of face value Rs. 1/- each for FY 23. (PY Rs. 6.00 per share of face value Rs. 1/- each).

FUTURISTIC STATEMENTS

This DirectorsRs. 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.

CORPORATE GOVERNANCE

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

BUSINESS RESPONSBILITY & SUSTAINBILITY 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.

SUSTAINABILITY - ENVIRONMENTAL, SOCIAL AND GOVERNANCE

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 consumption of basic metals like aluminium, steel etc besides utilities like water, power, and fuel. This report is separately presented as part of Business Responsibility & Sustainability Report.

LISTING

Your CompanyRs.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.

FURTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER:

a. Number of Meetings of the Board:

The Board of Directors met five times during the year 2022-23. The details of the Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance.

b. Corporate Social Responsibility (CSR) Committee:

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 as Members. Dr. Mukund T.T has been added to the Committee with effect from May 25, 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.

c. Composition of Audit Committee:

The Audit Committee comprised of Mr. Dileep Krishnaswamy as Chairman, Mr. R Srinivasan and Mr. Arun K. Thiagarajan as Members till May 25, 2023.

Mr. V. Ranganathan, Independent Director has been added to the Committee and will Chair the committee henceforth. All the members are Independent Directors. Mr. K. Shankaran Wholetime Director & Secretary is the Secretary of the Committee. More details on the Committee are given in the Report on Corporate Governance.

d. Related Party Transactions:

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 CompanyRs.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) Dr. Mukund T.T 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) There are no changes to the composition of Directors during the year.

(c) Pursuant to the Special Resolution passed by the shareholders on March 08, 2023, Mrs. Sandhya Vasudevan and Mr. V. Ranganathan have joined the board as Independent Directors from April 01,2023.

(d) Mr. Dhruv Moondhra, who holds office of the Independent Director till March 31, 2024 is proposed to be reappointed for a second term of 5 years from April 01, 2024 subject to the approval of the shareholders in the ensuring Annual General Meeting.

(e) Mr. T. T. Jagannathan, Non-Executive Chairman, whose current term will come to an end on June 30, 2023, was appointed as an Additional Director by the Board at their meeting held on May 25, 2023 and will be appointed as director liable to retire by rotation with effect from July 01, 2023, subject to the approval of the Shareholders in the ensuing Annual General Meeting.

(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 as Chief Executive Officer (CEO).

• Mr. K. Shankaran, Wholetime Director & Secretary.

• Mr. R. Saranyan, Executive Vice President - Finance as Chief Financial Officer (CFO).

(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 2022-23 was completed at the Meeting held in March 24, 2023.

(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 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.

f. Auditors:

(i) Statutory Auditors and their Report:

M/s. PKF Sridhar & Santhanam LLP have carried out the Audit for the financial year under review. The AuditorsRs. 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 2023-24 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 armRs.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. 5 of the Notice convening the Annual General Meeting.

The Cost Audit Report for the year ended March 31, 2023, 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 2022-23. 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, 2015:

Your Company has transferred a sum of Rs. 1,807,872 during the financial year 2022-23 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, 2015, 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 56,620 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.

i. Conservation of Energy:

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 the FY 16 - 17. TTK British Holdings Limited holds the entire share capital of Horwood Homewares Limited which is the operating subsidiary. Ultrafresh Modular Solutions Limited, which was an Associate Company has become a subsidiary of your Company with effect from January 2023. Your Company now holds 51% of the equity capital of this company.

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 except for investments made in the equity capital of the M/s Ultrafresh Modular Solutions Limited to the extent of Rs. 9.99 Crores through subscription of shares.

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 CompanyRs.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 Offfcer/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 2022-23, 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.

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

DIRECTORSRs. RESPONSIBILITY STATEMENT

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 period;

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.

ACKNOWLEDGEMENTS

Your directors deeply appreciate and acknowledge the significant and continued co-operation given to your Company by the Bankers, Financial Institutions, Business Partners and the employees of the Company.