Market & News

(Including Management's Discussion & Analysis Report)

Your directors have pleasure in presenting their Sixty Ninth Annual Report, together with the Audited Financials of the Company, for the year ended March 31, 2025, as follows:

FINANCIAL RESULTS (STAND ALONE) (` in Crores)

	2024-25	2023-24
1 Sales (Net of discounts)	2,530.32	2,500.74
2 Other Income	75.16	75.11
3 EBITDA	339.01	386.00
(Before Exceptional Items)
4 Profit Before Tax and	264.37	318.18
Exceptional Items
5 Exceptional Items	(32.26)	-
6 Profit Before Tax	232.11	318.18
7 Tax Provision	(69.43)	(79.37)
8 Profit After Tax	162.68	238.81
9 Other Comprehensive	(1.99)	(3.91)
Income
10 Total Comprehensive	160.69	234.90
Income for the year
11 Transfer to General Reserve	(20.00)	(24.00)
12 Surplus carried to	140.69	210.88
Balance Sheet

MANAGEMENT'S DISCUSSION AND ANALYSIS A ECONOMY / INDUSTRY SCENARIO .

General Economy: In FY 2024 - 25, the global economy exhibited a period of steady but uneven growth, with some regions and sectors experiencing stronger performance than others. While inflation eased in most economies, services inflation remained persistent. The global economy showed resilience, despite challenges from supply chain disruptions, weak external demand, and policy rate hikes.

Global manufacturing saw a slowdown, particularly in Europe and parts of Asia, due to supply chain issues and weak demand. However, the services sector performed well, supporting growth in many economies.

Overall, the global economic recovery in 2024-25 was characterized by a mix of positive and negative trends, with a slowdown in manufacturing, persistent services inflation, and geopolitical uncertainty posing challenges to the overall recovery.

Despite global uncertainty, India has displayed steady economic growth. India's real GDP growth of around 6.4 percent in FY 25 remains close to the decadal average. Inflationary a decline, with retail headline inflation reducing from 5.4 percent in FY 24 to 4.9 percent in April–

December 2024. However, geopolitical tensions, global trade risks, and ongoing conflicts remain significant concerns.

The services sector remains a crucial contributor to the economy, accounting for more than 50 percent of gross value added (GVA) in FY 25. Services exports surged by 12.8 percent year-on-year, with information and computer-related services experiencing consistent double-digit growth over the past decade.

Tourism and hospitality have also rebounded strongly post-pandemic, with foreign tourist arrivals increasing by 18.5 percent in FY 25. From the end of FY 25 the tariff war indulged in by USA is causing concerns globally and the impact of this on India is uncertain at this point in time.

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 not being whitegoods and select home small domestic appliances.

The market for all these products consists of organized national brands, regional brands as well as unorganized market players. The market for most of these key products except a few like Pressure Cookers, Cookware and Induction

Cooktops, is fragmented and is shared by several players. Many players both big and small as well as startups have been entering and exiting these product categories and this churn in the market 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 as well as startups could reach out to pan India through this channel. Adding to this the Quick commerce (Q-commerce) is rapidly expanding in India, outpacing traditional e-commerce growth.

The competitive intensity continued to be high during the year calling for higher sales promotion

/ increased discounts during this year by most brands and online channels.

Consumer/Channel Scenario:

Your Company's products come under discretionary spending and hence the share of wallet continues to be a major concern. Further the food-price inflation felt during the year is impacting the discretionary spending. It has resulted in shrinking in middle income group. Demand traction was more towards low-end as well as value added products.

Rural demand was stressed due to food-inflation for most of the year. Further over leveraging and recovery related issues are affecting the credit flow from MFIs which has deeply affected the rural demand. Urban demand in India faced challenges, particularly in the fast-moving consumer goods / consumer durable sectors. While rural demand, which are not dependent on micro finance,showed improvement due to a favourable monsoon and easing inflation, urban demand was impacted by low wage growth, high inflation, and a high base effect.

The e-commerce, large format stores and exclusive retail channels have been doing good during the year. However, the general trade has not been growing for the second consecutive year reflecting the customer sentiment. Value added innovative products continued to do well during the year.

Regional and unknown brand players were able to penetrate the market through online platforms with lower price points, especially with reference to entry level products. Export Market:

India's export of goods and services hit an all-time high in 2024-25, driven by a record surge in the shipments of services despite global trade headwinds.

Export of goods remained weak during the year driven by continued global recession and inflation driven by extended geo-political issues. India continued to be a preferred alternate source for global brands and is expected to result in positive benefits for India in the coming years once the global economy improves.

B. ANALYSIS OF PERFORMANCE:

Your Company continues to maintain leadership positions in all the key categories like Pressure Cookers, Cookware, Value added Gas Stoves,

Induction Cooktop, Kettles, etc and has seen marginal improvements in its market share in most of these categories.

Company came out with new innovative products during the year addressing some of the pain points of the consumers including tri-ply cooker and cookware, ceraglide cookware, various models of air fryers, high end mixer grinders, Induction Cooktops with surge protectors, new innovative model Gas stoves, etc., which were well received in the market aiding to improve the market share.

As informed earlier, your Company has resumed its imports from China during the year to bring in new product categories and innovative models.

Your Company has plans to indigenous the manufacturing for these products over a period of time.

General trade did relatively well during this year as compared to previous year, but they continued to feel the pressure from the e-commerce and modern format stores which did well during this year. Exclusive stores also did very well during the year proving the loyalty and trust of the consumers to the Brand ‘Prestige'.

Your Company maintains significant all channels and 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 has been successfully filling the distribution gaps in reaching the consumer through both traditional and modern channels. The products include Pressure Cookers, Cookware, Kitchen Electrical Appliances, Gas Stoves, and

Small Domestic Appliances. The turnover of these product categories is given in the following table:

(`.in Crores)

	Domestic	Export	Total	Domestic	Export	Total
Pressure	755.05	32.80	787.85	762.47	27.26	789.73
Cookers
(including Microwave Pressure Cookers)
Cookware	399.27	32.34	431.61	371.38	27.72	399.10
Gas Stoves	320.96	0.18	321.14	307.31	0.15	307.46
Mixer	219.36	0.50	219.86	228.44	0.73	229.17
Grinder
Induction	272.95	0.02	272.97	304.02	0.29	304.31
Cooktop
Other	389.39	0.06	389.45	380.41	0.65	381.06
Kitchen/
Home
Appliances
Others	106.78	0.66	107.44	76.35	13.56	89.91
Total	2,463.76	66.56	2,530.32	2,430.38	70.36	2,500.74

The domestic sales increased marginally from

` 2,430 Crores to ` 2,464 Crores; a growth of 1.4%.

The alternate channels viz. Rural Channel dependant on MFI and institutional channel, which had significant was badly affected during the year due its own challenges. Sales lost on account of this during this year is around ` 125 Crores.

The traditional channel which includes general trade, exclusive stores, e-commerce, and modern trade grew by 7.8% during the year, but the alternate channels pulled down the overall domestic market growth for the year to 1.4%.

Judge brand as a tactical brand is progressing well post its repositioning in FY 23-24 and contributed around ` 68 Crores to sales (PY ` 47 crores); a growth of 43%. Various new products were launched during the year, and your Company also expanded its distribution network for Judge Brand products. The benefit of this repositioning has started seeing the results from this year.

Exports continued to face the impact of the weak global economy and the extended geo-political situation. Consequently, the export sales during the year stood at ` 66.6 Crores against last year's

` 70.4 Crores.

Overall, your Company's sales grew from ` 2501 Crores to 2530 Crores a growth of 1.2%.

The commodity prices especially aluminium has seen an increasing trend from the fag end of the first half of the year pushing the Company to resort to price increase on its aluminium products in Nov 2024 to neutralise any impact of these on the gross margins during the year.

Investment for Long Term Strategy and Plan o During the year your Company appointed a globally reputed consultant to assist to redraw its blueprint for a long-term strategy and plan. Post that reviews the Board decided to commit financial resources to the tune of ` 500 crores over the next three financial years commencing from Q4 of FY 24-25. This outlay will cover both soft operational expenses and hard expenses of capital nature. The spends on operational areas for achieving the overall business excellence, which will include innovation, design, manufacturing / sourcing, go to market with clear market segmentation, logistics and service, is estimated at around

` 200 crores while the capex is estimated to be of the order of ` 300 crores. o This outlay is designed to fortify the current core business of your Company - pressure cookers & cookware, domestic kitchen appliances both electric and non-electric and targeted export clients. Wherever necessaryshare of sales for the Company, your Company will use external expertise in specific domains. The action plan is designed to get back to a good growth phase, besides bringing in sustainable savings in costs. This plan may result in some transient impact on operating EBITDA margins over the next 8 quarters as initial one-time soft-investments are targeted to achieve growth and cost-savings may not outweigh the one-time soft investments. o During the year your Company had spent around ` 29.8 Crores being expenses incurred by the Company for long-term growth strategy and plan.

Exceptional Items o During the year under review your Company did an impairment assessment of its investment in the subsidiary company Horwood Homewares Ltd, UK (Horwood).

Earlier in the financialyear 2019-20 a goodwill impairment of around ` 11.69 Crores was made in the consolidated financials of your Company considering the impact on the UK market during Covid-19 pandemic. Horwood did relatively well after Covid19 pandemic, and no further impairment was necessitated in the following years. Considering the continued geo-political tensions, uncertain timelines on the recovery of the UK and

European economy an amount of ` 32.26 Crores was estimated as a provision for investment impairment in the standalone financials as of March 31,2025 (PY:` Nil). In the consolidated financials a goodwill impairment of ` 71.42 Crores has been considered. The management is confident that the economic situation in the UK will recover soon and that Horwood will be able to travel on the growth path.

Your Company with its marketing strategies and improved efficiencies managed to minimize the impact of the loss of growth in few channels and continued to maintain healthy margins.

Your Company delivered EBITDA (before long-term strategic investments and exceptional items) of

` 369 crores (PY ` 386 Crores) and Profit before tax (before long-term strategic investments and exceptional items) at ` 294 Crores (PY ` 318

Crores). EBITDA margin (before long-term strategic investments and exceptional items) was at a healthy level of 14.6% (PY 15.4%) and the Operating

EBITDA margin (before long-term strategic investments and exceptional items) was at 11.9% (PY 12.8%).

The depreciation charge was higher at ` 64.4 crores (PY ` 58.9 Crores) due to investment in fixed assets.

The Net profit after tax (before exceptional items) was at ` 194.9 Crores (PY ` 238.8 Crores).

The standalone EPS (face value of ` 1/-) before exceptional items was at ` 14.16 (PY ` 17.23)

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

29.3% (PY 34.6%) on expanded asset base as compared to the previous year.

The Company is debt-free and carried a comfortable free cash of over ` 825 Crores (including short term Liquid investments) as on March 31, 2025.

The consolidated turnover and profit before tax (before long-term strategic investments and exceptional items) of the Company and its subsidiaries amounted to ` 2,715 Crores

(PY `2,678Crores)and`276Crores(PY `301Crores) respectively.

Despite difficult market conditions and inflationary challenges during the 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 except for

Return on Equity and Net Profit Ratio which was due to the provision for impariment made in the value of investments in the UK Subsidiary during the year, amounting to ` 32.26 Crores (PY Rs Nil).

During the year under report your Company introduced around 191 new SKUs covering

Pressure Cookers, Cookware, Gas Stoves, Induction Cook tops, Mixer Grinders, Rice Cookers, and other Small Electric/Non-Electric Appliances.

Prestige Xclusive network was consolidated and rationalized where necessary and new outlets were added also added during the year. The number of outlets as at 31.03.2025 was at 667

(PY 699). The network now covers 314 Towns. The spread of the network is also evenly distributed between Metros, Mini-Metros, Tier 1, Tier 2, and

Tier 3 cities.

Service network as of March 31, 2025 stands at

487 centres (PY - 476 centres).

Y our Board of Directors consider the performance of your Company during the year as good given the inflationary environment and the challenges faced by some of the sales channels significant to your

Company. Your Company continues to maintain its leadership in market share both in value & volume terms across major product categories.

Y our directors are happy to recommend a dividend of ` 6.00 per share of face value ` 1/- each for FY 25 (PY: ` 6.00 per share of face value ` 1/- each).

C. A WARDS AND RECOGNITIONS

Y our Company continued to be recognized by various agencies for its high-quality performance under various parameters. During the Financial Year 2024-25, your

Company bagged the following awards/recognitions.

Superbrand 2024 for Consecutive 18 Years by Superbrands India Media Private Limited.

Kitchen Retailer of the year – 2024 by IREC

Awards.

Franchisor of the Year Award 2024 by Franchise

India.

Best Marketing Campaign Award 2024 -

Induction Cooktop with Whistle Counter by

Business Innovation and Conference.

Best Brand Content Integration Award for

Discovery Channel Show by e4M Award.

Best Product Launch Campaign Award – Oscar

Safe Sense by Feature Touch.

Commincon 2024 Awards for Best Crisis PR

Management - Design Piracy by Afaqs.

India's Most Trusted Pressure Cooker Brand Award - 2024 by TRA's Brand Trust Report.

Best Marketing Campaign Award for Shubhutsav Campaign by E4M Awards.

Top 50 Brands Award and under the Evergreen Brand category by Pitch e4M.

India's Most Desired Pressure Cooker Brand Award - 2024 by TRA's Brand Trust Report.

IAMAI's Digital Native Brand Awards for Best

Influencer Marketing Campaign.

Brand of the Year – 2024 for innovation by Team

Marksmen Daily.

Best Integrated Marketing & Best Video MarketingCampaignforLetsGetCooking by DOD

Awards 2024.

Best Marketing Campaign for #LetsGetCooking by National Feather Awards.

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

IMAGES e-commerce Award 2024.

Economic Times Brand Disruption Award for best Regional campaign Award for Endura Mixer

Grinder Campaign.

Certified as Great Place to Work? for the fourth consecutive year by Great Place to WorkR

Institute (India).

"T op 50 Companies with Great Managers" in India for 2024 by People Business in partnership with The Economic Times.

Mr Saranyan Rajagopalan, Wholetime Director and CFO of your Company was recognised as one of the ‘Top 100 Great Managers of 2024' across 6000+ leaders by People Business.

D. SUBSIDIARY COMPANIES & CONSOLIDATED RESULTS: a) Horwood Homewares Ltd, United Kingdom The operating subsidiary Horwood Homewares

Limited (Horwood) achieved a sale of ? 14.2 million (PY ? 14.4 million). The slowdown of UK economy and recessionary trend in UK triggered by the extended geo-political situation in UK, Europe, and USA the markets in which they are operating resulted in the drop in sales. Operating EBITDA for the year improved to ? 0.31 million (PY ? 0.02 million). The improvement in EBITDA is primarily driven by improved operational efficiencies, optimisation of cost and improvement in gross margins during the year. These improvements are sustainable in the coming years. During the year under review, TTK British Holdings Limited, UK (TTK Brit) the holding Company of

Horwood decided to do an impairment review of its investment in Horwood considering the continued geo-political tensions, uncertain timelines on the recovery of the UK and European economy compounded by the tariff-war initiated by US. An amount of ? 7.0 Million was estimated as a provision for investment impairment in the financials of TTK Brit as of March 31, 2025 (PY: ` Nil). The management is confident that the economic situation in the UK will recover soon and that Horwood will be back in growth performance. This impairment has been considered appropriately in the consolidated financial statements. b) Ultrafresh Modular Solutions Limited, India Ultrafresh Modular Solutions Limited (Ultrafresh) achieved a turnover of ` 32.5 Crores during the year (PY ` 31.2 Crores); with a growth of 4.1% and with an EBITDA of ` (9.3) Crores (PY: ` (6.1)

Crores). Delays in project readiness for installation in some of the project orders led to deferment of some amount of sales during the year. The EBITDA is lower than last year primarily due to reduced leverage driven by lower sales growth during the period. Being a 51% Subsidiary Company their financials are consolidated appropriately in the

Consolidated Financial Statements. Ultrafresh has 160 studios as of March 31, 2025 after attritions (PY: 147 studios). Ultrafresh is continuing its efforts on optimisation of costs to improve its EBITDA margin in the coming year.

The consolidated financials are attached to this

Annual Report separately.

E. OUTL OOK & OPPORTUNITIES: a. The Indian economy is projected to remain a high-growth engine, with potential for strong performance driven by domestic demand, infrastructure investments, and a growing digital economy. While challenges persist, such as regulatory hurdles and global uncertainties, India's resilience and growth potential are significant. b. India is expected to remain the fastest-growing major economy for the next two years, with projected GDP growth of 6.2% in 2025 and 6.3% in 2026. c. Strong domestic consumption, coupled with increased investment in infrastructure, is driving economic expansion. d. Evolving global trade relations are expected to influence India's economic trajectory: India's strong trade relations with the United States, which is also the nation's largest trading partner, will likely impact the nation's trade balance and economic growth significantly due to the shifting global trade landscape. e. The tax exemptions announced in the budget will increase consumer spending and may boost

GDP. However, uncertainty around the tariff rates imposed by the United States on Indian exports could offset those gains. f The outlook for the consumer durables industry in .

India remains positive, with projections indicating significant products and technology. The industry is expected to expand on the back of rising disposable incomes, and changing consumer preferences. g. The expansion of e-commerce channels provides wider access and convenience for purchasing kitchen appliances. h. The shift in preference to procure Indian manufactured products by the global brands from a country outside China coupled with tariff restriction being imposed by US with various countries is expected to benefit India. Your

Company is working with its export customers to develop products to their requirements and increase their sourcing from the Company subject to no further impact in the global economy.

i. Your Company, as always, focuses on improvement in efficiencies and cost optimization to deliver decent profits even if planned growth is impaired due to external factors like channel churn, geo-political or climatic disturbances. j. Owing to its brand salience, extensive channel presence including exclusive retail network, your company is comparatively better placed to reach the end consumer. k. 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. l. Despite global uncertainties and downward revisions in growth forecasts for other large economies, India is set to maintain its leadership in global economic growth. Supported by strong fundamentals and strategic government initiatives, the country is well-positioned to navigate the challenges ahead. With reforms in infrastructure, innovation, and financial inclusion,

India continues to enhance its role as a key driver of global economic activity. m. Under the above circumstance your Company is confident that it will maintain the growth paths in the coming year with stable operating margins if projected GDP growth of 6.2% is achieved.

F. MEDIUM & LONG-TERM STRATEGY: a. To take advantage of the growth in Indian economy your Company has already working on a blue-print to accelerate the growth in the next 3 to

5 years with focus on design, innovation, strategy for go-to-market, operation excellence and cost optimization. Appropriate investments – soft and hard will be incurred by the Company in the next 3 years as indicated earlier. Your Company will be working with one or more experts and consultants in this journey. b. Your Company will continue to focus on being a leading player in its core product categories in the kitchen domain, by expanding the product portfolio, and driving growth through product innovation, brand building, manufacturing, distribution, sourcing, service capabilities and

‘Customer Engagement' and will continue to work on further strengthening these capabilities. c. Your Company has successfully completed 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. 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 before the onetime costs for the long-term strategic objectives. This is subject to any unforeseen external factors beyond control.

G. THREATS

The Indian kitchenware market is highly fragmented, with a mix of unorganized local players and organized brands as well as startups. Local players often offer lower-priced products, appealing to the vast price-sensitive population in rural and semi-urban areas. This fragmentation makes it challenging for larger brands to establish dominance and compete effectively. The trade tariff impositions between countries, continued geo-political tension and any serious conflicts in the border may have adverse effects on the costs. Additionally, fluctuations in raw material prices and supply chain disruptions can impact profitability as it may not be possible to pass on the cost increase to the consumers in full. Any delay in the introduction of new innovative / differentiated products can impact the growth due to intense competition. Your Company has been adopting a dynamic cost management processes and systems to ensure healthy EBITDA margins as it has been demonstrated in the previous years.

H. 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.

I. RISK MANAGEMENT

Y our 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.

Y our 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.

All risks related 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 are being continuously identified and reviewed for mitigation. The sustainability factors-environment, social and governance are also covered in this process in line with the SEBI (LODR) Regulations.

Your Company continues to utilize 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.

The broad risk framework is periodically reviewed by your Board to ensure that there is a dynamic process to capture and measure key elements of risks.

J. CYBER SECURITY:

Our Company maintained a strong information security posture, with no major incidents reported. While there were attempted breaches, they were swiftly detected and neutralized, thanks to our proactive measures and continuous monitoring of our IT environment. As the cybersecurity landscape continues to evolve-driven by advancements in AI and digital transformation, we've observed a significant of digital initiatives has broadened the attack surface, making industry leaders increasingly attractive targets for cybercriminals. To counter these risks, we've fortified our defences by consistently adopting industry best practices and investing in regular cyber awareness training for our employees. This training empowers our workforce to recognize and respond to potential threats, reinforcing our human firewall.

Our unwavering commitment to protecting our information assets ensures we remain resilient and vigilant in navigating today's complex threat environment.

K. SHARE CAPITAL

The Authorised Capital of your Company is at ` 15 crores divided into 15,00,00,000 equity shares of ` 1/- each. The paid-up equity share capital as on March 31, 2025, was ` 13.69 Crores (PY ` 13.86 Crores).

The detailed note for change in Share Capital of the Company is as below:

Particulars	Share Capital subdivided into Face Value of ` 1/- each
As on April 01, 2024 –	13,86,14,020
Paid up Equity Share Capital
September 2024 –	16,66,666
Buyback of Shares
Paid up Equity Share Capital	13,69,47,354
November 28, 2024 -	2,620
Equity Shares Allotted under
Company's Employees' Stock
Option Plan
As on March 31, 2025 –	13,69,49,974
Paid up Equity Share Capital

BUYBACK OF SHARES

Pursuant to the approval of the Board on August 02, 2024, your Company concluded the buyback of 16,66,666 equity shares of face value of

` 1 each at a price of ` 1,200/- per equity share, for an aggregate amount of ` 199.99 Crores (excluding buyback tax and transaction costs of around ` 48 Crores), in September 2024. The buyback was made from all existing shareholders of the Company as on August 14, 2024, being the record date for the purpose, on a proportionate basis under the tender offer route in accordance with the provisions of the

Securities and Exchange Board of India (Buy-back of

Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder.

Employee Stock Option Plan

Your Company has instituted "TTK Prestige Limited rise in threats. The expansion

– Long Term Incentive (Stock Option) Plan 2023" to allot the Stock Options for the eligible employees with a view to attracting and retaining the best talent and encouraging employees to align individual performances with the Company objectives and promoting their increased participation in the growth of the Company.

The Nomination and Remuneration Committee administers these plans. The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat

Equity) Regulations, 2021, as amended ("Employee

Benefits Regulations") and there have been no material changes to these plans during the financial year.

Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under the Employee Benefits Regulations are available on the Company's website at link below*

-Employee Benefit Scheme Documents. No employee was issued stock options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Your Company has received a certificate secretarial auditor confirming implementation of the plans in accordance with the Employee Benefits

Regulations.

During the financial year 2024-25, the Company allotted 2,620 equity shares pursuant to exercise of employee stock options. The equity shares allotted/ transferred under the Employee Stock Option Schemes shall rank pari-passu with the existing equity shares of the Company.

L. FINANCES

Your Company continues to generate substantial post-tax operating free cash flows and the same have been applied to meet capital expenditure, buy-back of shares, investments 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 ` 825 Crores.

M. CAPITAL EXPENDITURE PLANS

Y our Company has spent`about 39 crores in FY 25 including automation, investment in renewable energy and establishing additional lines. The capex for FY 26 is estimated at around ` 70 crores including normal capex, logistics and capacity augmentation.

N. INVESTMENTS

During the year, following investments were made by your Company.

Name of the Company	Nature of Investments	Amount ` Crores	Purpose
Gramya Haat Rural Tech Pvt Limited	Compulsorily Convertible Debentures (CCD)	5.00	Distribution Company engaged in Rural Distribution of consumer durable products. This investment will enable the company to leverage the network of GramyaHaat and enhance the reach of Prestige products in many rural households.

In addition, Company carries short-term investments in mutual funds as a part of treasury operations as mentioned in para-L.

O. INTERNAL CONTROL SYSTEMS

Y our 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.

P DEVELOPMENTS IN HUMAN RESOURCES . As per our long-range plans & strategic priorities, your Company continued with its focus on implementing strategic HR initiatives in the areas of organisation restructuring, learning and development, talent management, succession planning etc. Your Company has ensured seamless transition at the key leadership levels as part of the ongoing succession planning exercise. 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.

T o meet changing business requirements and build a future ready workforce, your Company continues to invest in upskilling and reskilling people through customised learning & development initiatives.

T o 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 4th 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.

Recognising employees for going above and beyond their call of duty and thus creating a positive impact at the workplace remains an integral part of our culture. Our signature R&R initiative, The Prestige Stars program continues to celebrate such employees for achieving excellence in their sphere of work or beyond while upholding company's core values.

Pursuing a "Digital First" agenda, your Company has advanced its HR digitisation efforts-streamlining internal HR processes & systems and enriching the employee experience through technology-enabled platforms/solutions.

Employee wellbeing remains a key focus area for us. Expert led emotional wellbeing sessions and counselling support were offered across all TTK Prestige locations, alongside ongoing efforts to strengthen safety infrastructure and behavioural safety training & awareness programs to ensure a safe and healthy work environment for all.

Despite macroeconomic uncertainties and external headwinds, your Company ensured continuity in its HR policies by implementing timely merit-based auditobservationsand annual increments and disbursing performance-linked variable pay for FY 25, effective April 01, 2024.

Y our Company continues to sustain harmonious industrial relations across all our manufacturing units. Transparent communication, mutual respect, and collaborative engagement with the workers unions have contributed to peaceful IT across all manufacturing locations. Long-term wage settlements have been successfully concluded at our Coimbatore and Khardi factories, including enhanced productivity commitments.

As of March 31, 2025, the direct employee headcount stood at 1,470 compared to 1,412 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, 2025.

DIVIDEND

Your Directors are happy to recommend a dividend of

` 6.00 per share of face value ` 1/- each for FY 25.

(PY ` 6.00 per share of face value ` 1/- each).

In terms of Regulation 43A of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations,

2015 ("Listing Regulations"), the Company has adopted a Dividend Distribution Policy and the same is available on the Company's website link at *

FUTURISTIC STATEMENTS

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.

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 continuously 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. During the year, your Company's factory at Hosur was certified by CII Sohrabji Godrej Green Business

Centre with GreenCo Silver rating which is valid for a period of 3 years up to 2028. In the previous year your Company's factory at Karjan was certified for the same. 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.

LISTING

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.

FURTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER: a. Number of Meetings of the Board:

The Board of Directors met eight times during the year 2024-25. 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, Dr. Mukund T.T.

& Mrs. Akila Krishnakumar as Members. Mrs. Akila Krishnakumar was inducted to the Committee with effect from March 25, 2025.

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 now comprises of Mr. V. Ranganathan as Chairman and Ms. Sandhya Vasudevan, Mr. T.T. Raghunathan & Mr. Prabhakar Jain as Members.

Mr . Dileep Krishnaswamy, Mr. R Srinivasan, Mr. Arun K. Thiagarajan were Members till March 24,

2025.

Ms. Sandhya Vasudevan, Independent Director was appointed to the Committee with effect from August 21, 2024. Mr. T.T. Raghunathan and

Mr. Prabhakar Jain were appointed to the committee with effect from March 25, 2025.

Three members of the Committee are Independent Directors. Mrs. Manjula K.V. is the Secretary of the

Audit 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 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. Prabhakar Jain and Mr. Girish Rao joined the Board as Independent Directors with effect from January 01, 2025 and March 25,

2025 respectively, pursuant to the Special

Resolution passed by the shareholders on

March 14, 2025 through Postal Ballot.

and (b) Mr . T.T. Jagannathan Non-Executive

Chairman & Director of the Company stepped down from the office of Chairman with effect from March 24, 2025, to facilitate Promoter

Succession on the Board. He continues to be on the Board. The Board placed on record its deep appreciation for the massive contributions made by Mr. T.T. Jagannathan for the

Company as its Chairman.

Further, based on the enormous contribution made by him for 50 years guiding the

Company into a new age in his own distinctive style, the Board conferred him the honorary title of "Chairman Emeritus". (c) The Board elected Mr. T.T. Raghunathan as Non-Executive Chairman of the Board, with effect from March 25, 2025. the (d) The Board elected Dr Mukund T.T. as Non-Executive Vice Chairman of the Board, with effect from March 25, 2025. (e) Mr. T.T. Jagannathan & Dr. Mukund T.T. are liable to retire by rotation at the ensuing Annual General Meeting and are eligible, for re-appointment. Mr. T.T. Jagannathan has expressed to the Board that he is not seeking reappointment as a Director.

(f) Mr. Venkatesh Vijayaraghavan and

Mr. Saranyan R were appointed as Executive Directors w.e.f Sep 01, 2024. Further,

Mr. Venkatesh Vijayaraghavan was appointed as Managing Director w.e.f Oct 01, 2024.

(g) Other Changes: Mr. Chandru Kalro, retired from the office of Managing Director and the Board with effect from the closing hours of 30^th September 2024. Mr. K. Shankaran retired from the office of Wholetime Director and the Board from August 21^st 2024.

(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) K ey Managerial Personnel (KMP):

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

Mr. Venkatesh Vijayaraghavan, Managing Director (w.e.f. October 01, 2024) & Chief Executive Officer . Mr. R. Saranyan, Wholetime Director & CFO. Mrs. Manjula K.V. Company Secretary & Compliance Officer. The following managerial personnel are Key Managerial Personnel (KMP) for part of the year: Mr. Chandru Kalro, Managing Director (up to September 30, 2024).

Mr. K. Shankaran, Wholetime Director (up to August 21, 2024).

(iv) P erformance 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 2024-25 was completed at the Meeting held on March 24, 2025 (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. f. Auditors: (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.

25

The Board of Directors, on the recommendation of the Audit Committee, appointed Ms. Jayanthi Hari as Cost Auditor of the Company, for the financial . year2025-26andfixed herremuneration 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. 5 of the Notice convening the Annual General Meeting.

The Cost Audit Report for the year ended

March 31, 2025, 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, Hegde & 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 2024-

25. 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. T ransfer to Investor Education and Protection Fund.

(i) Unclaimed Dividends for the year ended March 31, 2017 (Interim and Final): Your Company has transferred a sum of ` 25,30,929 during the financial year 2024 - 25 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, 2017, which were lying unclaimed with the Company for a period of seven years from their respective due dates of payment.

(ii) T ransfer of Shares to the Demat Account of the IEPF Authority for the year ended March 31, 2017: 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

4,969 Equity Shares of ` 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. P articulars of Employees: The information required under Section 197 of the CompaniesAct,2013andtheRulesmadethereunderare annexed to this Report as Annexure D and Annexure E. k. Subsidiary Companies:

Y our Company has an overseas subsidiary by

TTK British Holdings Limited (TTK Brit) 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.

Y our Company holds 51% of the equity

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 except for the following:

Name of the Company	Nature of Investments	Amount ` Crores	Purpose
Ultrafresh Modular Solutions Limited (51% subsidiary company)	Inter- Corporate Deposits	4.00	For investment in capex and working capital requirements
GramyaHaat Rural Tech Pvt Limited	Compulsorily Convertible Debentures (CCD)	5.00	Distribution Company engaged in Rural Distribution of consumer durable products. This investment will enable the company to leverage the network of GramyaHaat and enhance the reach of Prestige products in many rural households.

Y our Company holds 1,440 equity shares `10/- eachof 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 ` 10 each fully paid-up in Ultrafresh Modular Solutions Limited. m. Significant and Material Orders passed by the Regulators or Courts: of 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:

Y our 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 2024-25, 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

DIRECTORS' 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 by the Bankers, Financial Institutions, Business Partners, and the employees of the Company.