Enter the first few characters of Company and click 'Go'

Directors Report of TTK Prestige Ltd.

Mar 31, 2023

Your directors have pleasure in presenting their Sixty Seventh Annual Report, together with the Audited Financials of the Company, for the year ended March 31, 2023, as follows:

FINANCIAL RESULTS (STAND ALONE)

('' in Crores)
		2022-23	2021-22
1	Sales (Net of discounts)	2625.72	2532.15
2	Other Income	42.85	34.98
3	EBITDA (Before Exceptional Items)	402.24	441.21
4	Profit Before Tax and Exceptional Items	349.52	395.52
5	Exceptional Items	-	-
6	Profit Before Tax	349.52	395.52
7	Tax Provision	89.36	101.87
8	Profit After Tax	260.16	293.65
9	Other Comprehensive Income	(1.75)	(0.73)
10	Total Comprehensive Income	258.41	292.92
11	Transfer to General Reserve	26.00	29.00
12	Surplus carried to Balance Sheet	232.41	263.92

REVIEW OF PERFORMANCE/HIGHLIGHTS

â¢ The global economy has been continuously under stress throughout the year with the global inflationary trends due to the continued geo-political crisis. While the Indian economy showed its resilience due to its strong macroeconomic fundamentals the impact on general inflation especially on account of fuel prices was also felt in India which took a toll on some consumer sectors like domestic kitchen and home appliances.

â¢ While the first quarter saw a significant growth due to lower base of the comparable quarter of FY22 impacted by Omicron, the growth in subsequent quarters was tepid due to the aforesaid factors.

â¢ All channels were active throughout the year though the online channels felt the impact of re-emergence of offline channels. Smaller players were able to get into online platform with lower price points especially in entry level products. The inflation had higher impact on low-income group than on the middle & large income groups.. Under these circumstances the domestic sales saw a growth of 5% from '' 2434 Crores to '' 2556 crores.

â¢ Exports were impacted due headwinds caused by geo-political situation, tightening global financial conditions, and slowing global economy. This resulted in a drop in export sales from '' 98 crores to '' 69.70 Crores.

â¢ Your Company continued its focus on digitizing its sales process and in its innovative marketing strategies which helped it to maintain its sales growth against the tough market conditions. Your company continued with its efforts on enlarging its customer base in rural, large-format and online channels thus de-risking from dependence on a few customers in each of these channels.

â¢ Your company launched various innovative products in all categories during the year. The Svachh range of Gas Stoves and Pressure Cookers on Svachh platforms maintained its momentum in the market.

â¢ The commodity price increase which hit the roof in the previous year softened/stabilised during the year though not significant compared to the price increases in the previous year and the prices were at a level higher than the pre-pandemic level. Due to high value inventory carried forward from the previous quarters till September 30, 2022 the benefit of softened prices did not fully accrue to your Company. The inflationary trends and adverse exchange resulted in increase in key raw & packing material costs and in manufacturing costs.

â¢ However, your Company was able to maintain a healthy margin through improved efficiencies in operations. Against the pressures on lower sales growth, increase in cost of operation, your Company delivered EBITDA of '' 402 crores (PY '' 441 Crores) and Profit before tax at '' 349.5 Crores (PY '' 395.5 Crores). Operating EBITDA margin was at a healthy level of 15.3% (PY 17.4%).

â¢ The depreciation charge was higher at '' 47.7 crores (PY '' 41.7 Crores) due to investment in fixed assets.

â¢ The Net Profit after Tax was at '' 260.2 Crores (PY '' 293.7 Crores).

â¢ The standalone EPS (face value of '' 1/-) was at '' 18.77 (PY '' 21.18)

â¢ 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 35.9% (PY 41.7%) on expanded asset base as compared to the previous year.

â¢ The Company is debt-free and carried a comfortable free cash of over '' 840 Crores (including short term

Liquid investments) as on March 31,2023.

â¢ The consolidated turnover and profit before tax of the Company and its subsidiaries amounted to '' 2777 Crores (PY '' 2722 Crores) and '' 343 Crores (PY '' 411 Crores) respectively.

â¢ As you are aware in the Q4 of previous year your Company made a strategic investment in Ultrafresh Modular Solutions Ltd (Ultrafresh) engaged in the business of Modular Kitchens and kitchen appliances having many franchisee outlets across India. In early Jan 2023 your Company increased its shareholding in Ultrafresh from the earlier 40.8% to 51% and thus Ultrafresh became a subsidiary of your Company from that date. The financials of Ultrafresh has been considered in the consolidated financial statements appropriately for these periods.

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

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

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

AWARDS AND RECOGNITIONS

Your Company continued to be recognized by various agencies for its high-quality performance under various parameters. During the Financial Year 2022 - 23, your Company bagged the following awards/recognitions.

â¢ "Great Place to Work" by Great Place to WorkÂ® Institute, India

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

â¢ "Top 100 Great Managers" by People Business in partnership with The Economic Times

â¢ "Leading CIO of the year for Digital Transformation" by CII - Center for Digital Transformation, India.

â¢ "CIO100" award for the innovative CIO practices by Foundry (Formerly International Data Council (IDC))

â¢ "CSO100" award for the Cyber resilience practices by Foundry (Formerly International Data Council (IDC))

â¢ "CIO TRENDSETTER AWARD 2022" by ELETS TECHNOMEDIA

â¢ "Eminent Jury member for SAP Ace award" by SAP Indus

â¢ Superbrand 2023 by Superbrands India Media Private Limited

â¢ The Best of Bharat'' Awards 2022 for Kitchen Appliances category by The e4m Pride of India

â¢ Most Innovative Product of the Year - Svachh Pressure Cooker & Gas Stove by Asia Innovative Congress & Awards

â¢ Best Kitchen Appliances Brand 2022 by National Feather Awards

â¢ Outstanding citizen Award to Mr.Chandru Kalro, CEO by Sindhi Chamber of Commerce

â¢ Best Awareness Creating Campaign for Social Cause by The Mommy 2022 Awards

â¢ Zee National Achievers Award - Most Innovative Kitchen Appliance - Svachh Range Of Gas Stove by Zee Digital

â¢ India''s Retail Champions award 2022 by Retailers Association of India

â¢ National Awards for Marketing Excellence and Brand Leadership by Economic Times Ascent

â¢ Most Admired e-commerce Company of the Year: Marketing and Customer Reach by IMAGES e-commerce Award 2022

â¢ Best Traditional Marketing Campaign Award 2023 for AFA Campaign by Indian Business Council -Name Awards

MANAGEMENT''S DISCUSSION AND ANALYSIS

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 ''Make in India'' 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 Company''s Prestige Xclusive network of Stores spread across India.

Your Company will continue to focus on product innovation and differentiation coupled with innovative distribution 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:

('' 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 '' 46 Crores to Sales (PY '' 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 '' 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 Â£15.3 million (PY Â£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 Â£ 0.2 million (PY Â£ 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 '' 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 ''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 '' 23 Crores during the year (PY '' 14 Crores) with an EBITDA of '' (9.9) Crores (PY: '' (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. '' (2.22) Crores is consolidated appropriately in the Consolidated Financials. For the period from January 2023 to March 2023 the net loss of '' (3.3) Crores is considered in the Consolidated Financials as applicable to Subsidiary.

The consolidated financials are attached to this Annual Report separately.

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 Company''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 India''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. India''s underlying economic fundamentals are strong and despite this turbulence the impact on the long-term outlook will be marginal. If the projected GDP growth of 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 Company''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 ''Customer Engagement'' 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 ''Policies'' at www.ttkprestige.com Your Company has a risk identification and management framework appropriate to the size of your Company and the environment under which it operates. The process involves identifying both external and internal risks and the readiness to respond to extreme risks like calamities and disasters.

Risks are being continuously identified in relation to business strategy, business continuity / contingency plans, operations and transactions, statutory / legal compliance, financial reporting, information technology system, cyber security and overall internal control framework. In line with the 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:

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 '' 13.86 Crores (PY '' 13.86 Crores).

The Authorised Capital of your Company is at '' 15 crores divided into 15,00,00,000 equity shares of '' 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 '' 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 '' 840 Crores after investments in Ultrafresh Modular Solutions Limited to the tune of around '' 10 Crores.

(k) CAPITAL EXPENDITURE PLANS

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

(l) INVESTMENTS

During the year, your Company invested an amount of around '' 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 ''6.00 per share of face value '' 1/- each for FY 23.

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

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 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 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 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:

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 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) 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):

â¢ Mr. Chandru Kalro, Managing Director as Chief Executive Officer (CEO).

â¢ Mr. K. Shankaran, Wholetime Director & Secretary.

â¢ 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 Auditors'' Report to the Shareholders for the year under review does not contain any qualifications.

(ii) Cost Auditor and Cost Audit Report:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Records of the Company relating to "Stainless Steel

Pressure Cookers and Cookware" are required to be audited.

The Board of Directors, on the recommendation of the Audit Committee, appointed Ms. Jayanthi Hari as Cost Auditor of the Company, for the financial year 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 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, 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 '' 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:

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:

Your Company holds 1,440 equity shares of '' 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 '' 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:

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 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

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 continued co-operation given to your Company by the Bankers, Financial Institutions, Business Partners and the employees of the Company.

Place: Bengaluru For and on behalf of the Board

Date: May 25, 2023 (T.T. JAGANNATHAN)

Chairman

Registered Office:

Plot No. 38, SIPCOT Industrial Complex,

Hosur - 635 126 Tamil Nadu

Mar 31, 2022

Your directors have pleasure in presenting their Sixty Sixth Annual Report, together with the Audited Financials of the Company, for the year ended March 31, 2022, as follows:

FINANCIAL RESULTS (STAND ALONE)

('' in Crores)
		2021-22	2020-21
1	Sales (Net of discounts)	2532.15	2033.05
2	Other Income	34.98	27.53
3	EBITDA (Before Exceptional Items)	441.21	342.17
4	Profit Before Tax and Exceptional Items	395.52	301.18
5	Exceptional Items	-	11.90
6	Profit Before Tax	395.52	313.08
7	Tax Provision	101.87	77.94
8	Profit After Tax	293.65	235.14
9	Other Comprehensive Income	(0.73)	(0.21)
10	Total Comprehensive Income	292.92	234.93
11	Transfer to General Reserve	29.00	23.00
12	Surplus carried to Balance Sheet	263.92	211.93

REVIEW OF PERFORMANCE / HIGHLIGHTS

â¢ The economy that was severely impacted during most part of the first quarter due to second wave of Covid-19 pandemic, showed recovery from second quarter of the year. Again, it showed some strains from end December 2021 due to outbreak of omicron which was compounded by geo-political conflict since end February 2022. Except for Q1 where online channel was the most active due to partial lockdown, all channels became active from Q2 including rural channel. Unfortunately, again in Q4, the Omicron outbreak was a dampener. There was also pressure on consumer spending due to inflation as well as alternate avenues for spending like travel & tourism, fashion etc. The pent-up demand factor was also missing as compared to the previous year. Against this backdrop your Company by a judicial mix of products, channel presence and market penetration achieved a growth of 24.5% registering an all-time high top-line of '' 2532 crores. Export business grew by 37% to reach an alltime high of ''98 crores in spite of container shortage and other logistic constraints.

â¢ Your Company remained focussed on digitalization of sales process and innovative marketing strategies which helped it to maintain robust sales during the year. Your company has enlarged its customer base in

rural, large-format and online channels thus de-risking from dependence on a few customers in each of these channels.

â¢ Your company launched various innovative products in all categories during the year including Svachh range of Gas Stoves. Pressure cooker category on Svachh platform continues to gain momentum.

â¢ The Year witnessed a continuous increase in costs of all inputs - be it commodity or power & fuel or movement of goods. Your Company also nursed idle costs to the tune of '' 4 crores during Q1 due to the lock-down caused by the second wave of Covid. However, your Company was able to maintain a healthy margin through improved efficiencies in operations and appropriate price increases without impacting customer sentiments and market share. Despite pressures on various costs of operation, your Company delivered an all-time high EBITDA (before exceptional items) of '' 441 Crores with a growth of 29% (PY '' 342 Crores) and Profit before tax at '' 396 Crores with a growth of 26% (PY '' 313 Crores). Operating EBITDA margin significantly improved to 17.4% (PY 16.8%).

â¢ The depreciation charge was higher at '' 41.7 crores (PY '' 37.9 Crores) due to investment in fixed assets.

â¢ The Net Profit after Tax was higher at '' 293.65 Crores (PY '' 235.14 Crores).

â¢ The standalone EPS (face value of '' 1/-) was at '' 21.18 (PY '' 16.96); a growth of 24.9%

â¢ The Company is debt-free and carried a comfortable free cash of around '' 700 Crores (including short term Liquid investments) as on March 31, 2022.

â¢ The consolidated turnover and profit before tax of the Company and the UK subsidiaries amounted to '' 2723 Crores (PY '' 2194 Crores) and '' 411 Crores (PY '' 323 Crores) respectively.

â¢ The factory at Khardi which was under lock-out since November 2020 resumed its operation by end of August 2021 pursuant to a long-term settlement entered with the workers with improved productivity norms.

â¢ As you are aware your Company took a decision to stop import of products from China effective October 2020 and developed most of those products with manufacturers in India. While this had some impact during last year, the process of indigenisation has been completed during the year. Your company has taken

several steps to augment capacity, maximise existing utilisation of machine and also improve efficiencies.

â¢ During Q4 your Company made a strategic investment in Ultrafresh Modular Solutions Ltd (Ultrafresh) engaged in the business of Modular Kitchens and kitchen appliances having many franchisee outlets across India.

â¢ Your Company, during December 2021, split the face value of the equity shares of the Company from '' 10/- per share to '' 1/- per share to facilitate larger shareholder base, to increase the liquidity and to make the shares more affordable to investors.

Your Board of Directors consider the performance as admirable given the tough external environment. Your Company continues to maintain its leadership share in value terms across major product categories.

During the year in February 2022 considering the improvement in operating profits, your directors paid an interim dividend of '' 2.50 per share for FY 22. Your directors are happy to recommend a final dividend of '' 3.50 per share for FY22 totalling to '' 6/- per share of face value '' 1/- each for FY 22 including the interim dividend already paid (PY '' 5/-per share of face value '' 1/- each).

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

AWARDS AND RECOGNITIONS

Your Company continued to be recognized by various agencies for its high-quality performance under various parameters. During the Financial Year 2021-22, your Company bagged the following awards/recognitions.

â¢ "Great Place to Work" by Great Place to WorkÂ® Institute, India

â¢ "Top 30 Companies with Great Managers" by People Business in partnership with The Economic Times

â¢ "CIO100: Special Award on Game Changers" by International Data Group (IDG) in November 2021

â¢ "Technology Leader''s Award 2021" - Awarded by TEKQ Global CIO Forum in May 2021

â¢ "Trendsetter CIO Award 2022" - Awarded by ELETS TECHNOMEDIA in Mar 2022

â¢ Superbrand 2021 by Superbrands India Media Private Limited

â¢ Disruption Award for Svachh Pressure Cookers by Economic Times-Brand Equity

â¢ "Franchisor of the Year 2021- Home Product Category" by Franchiseindia.com

â¢ "Market Leadership Award 2021 for Excellence & Leadership in Marketing & Branding" by Golden Star Awards

â¢ "CEO of the Year 2021 " by World Leadership Awards

MANAGEMENT''S DISCUSSION AND ANALYSIS

A. ECONOMY / INDUSTRY SCENARIO

General Economy: As mentioned in the highlights, the pace of economic recovery was impacted by the recurrence of Covid as well as the geo-political tensions. The economy had also seen unprecedented price increases in various commodities impacting the prices for all the materials. Private Final Consumption index continues to be lower than the FY 19-20 levels. Both wholesale and consumer price indices reflect high inflationary trends. India''s GDP grew by 8.7% in 2021-22, a tad lower than the 8.9% officially estimated earlier, with growth slipping to 4.1% in the last quarter from 5.4% in the third quarter, as per provisional national income estimates. While globally many countries are still reeling under the impact of Covid 19 and facing recession, India has successfully stayed above the crisis through effective vaccination programme and management of the pandemic. Good monsoon has aided the agricultural sector. The travel and hospitality industries have gained momentum from the second half of FY 22. However, the Russia- Ukraine conflict is causing uncertainties as well as inflationary trends in items of day-to-day consumption. Further, container shortages and resultant higher freight costs continue to be a big impediment to shipments for exports as well as imports.

Industry: Your Company predominantly operates in the Kitchen and Home Appliances segment with a wide range of product categories. The product categories broadly consist of Pressure Cookers, Cookware, Gas Stoves, and Domestic Kitchen Electrical Appliances. Your Company entered the Cleaning solutions from FY 17-18. 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 few 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 work-from-home norm that came into vogue in FY 21 is gradually giving way to work-from-office or a hybrid structure. Thus, pent-up demand as well as home improvement intensity seen in FY 21 is gradually tapering off and hence the demand pull is settling at normal levels that prevailed during pre-covid times. The inflation is impacting the consumption at lower-income

levels while the demand from upper middle-income group onwards is sustaining. Value added innovative products are gaining ground. The revival in the real-estate construction industry is aiding demand from new homes.

While the online channels reached their peak during pandemic times, the off-line channels are regaining their space. The footfalls have increased in the off-line markets whether big or small. The organized off-line market is seeing uptrends and off-line players also operate on digital platforms. The consumer now has several choices in terms of channels, products, and price points. Competition, both inter-channel and intrachannel, is getting increasingly intense. Allocation of inventory to various channels with healthy and realistic price-points is becoming a challenge.

Export Market: Though the global market currently if faced with recession due to pandemic and geophysical conflict, India is becoming an attractive destination for sourcing. The ''Make in India'' initiative and infrastructure push are expected to drive expansion of manufacturing base India to tap the global market. Your Company: Even under these uncertain 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 did very well during the year. Your Company is constantly investing in innovation and in augmenting manufacturing and sourcing capacities through automation and building additional facilities. Most importantly your Company has maintained healthy 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 trends. Your Company maintains significant presence in all channels - traditional retail, online, large format stores, rural, institution, CSD etc besides your Company''s Prestige Xclusive network spread across India.

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:

('' in Crores)
	2021-22			2020-21
	Domestic	Export	Total	Domestic	Export	Total
Pressure Cookers (including Microwave Pressure Cookers)	740.18	45.80	785.98	562.57	38.02	600.59
Cookware	370.27	46.45	416.72	302.48	29.71	332.19
Gas Stoves	340.06	0.41	340.47	267.52	1.08	268.60
Mixer Grinder	245.18	4.37	249.55	219.08	1.49	220.57
Other Kitchen/ Home Appliances	597.15	0.28	597.43	471.82	0.20	472.02
Cleaning Solutions	43.66	_	43.66	50.08	_	50.08
Others	97.56	0.78	98.34	88.15	0.85	89.00
Total	2434.06	98.09	2532.15	1961.70	71.35	2033.05

a. As mentioned in the Highlights, notwithstanding external factors impacting Q1 and Q4 your Company was able to register significant growth by a judicial mix of products, channel presence and market penetration. The online channel continued to be active during the year though it did not grow at the same pace as in the last year.

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. Except ''Cleaning Solutions'' all other categories registered growth both in volume and value terms.

d. The Cleaning Solutions category has shown a decline during the year primarily due to higher base in FY 21 aided by ''work from home'' concept driven by pandemic. Your Company has taken appropriate corrective actions to reverse this trend in the coming year.

e. During the year under report your Company introduced around 150 new SKUs covering Pressure Cookers, Induction Cook tops, Mixer Grinders, Rice Cookers, Gas Stoves and other Small Electric/Non-Electric Appliances and Cleaning Solutions.

f. Judge brand as a tactical brand is progressing well and contributed around '' 33 Crores to Sales (PY '' 23 crores).

g. In spite of nursing some idle costs during Q1, and absorbing unprecedented material price increases, various operating ratios were maintained at healthy/improved levels ensuring improvement in EBITDA margin

(before exceptional items) at 17.4% as against 16.8% 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 41.7% (PY 38.2%) on expanded manufacturing asset base. Your Company continued to be debt free and carried a sizeable free cash balance of over '' 700 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. This was partially impacted by the increase in raw material inventory bought to manage the continuing price increases on materials.

j. Operating working capital efficiencies improved during the year notwithstanding the policy to offer friendlier terms to vendors to ensure operational liquidity to them. The net current asset turnover has improved from 4.37 to 5.19.

k. Prestige Xclusive network was consolidated and rationalized where necessary and new outlets were added. The number of outlets as at March 31, 2022 was 665 (PY 620). The network now covers 28 States and 374 Towns. The spread of the network is also evenly distributed between Metros, MiniMetros, Tier 1, Tier 2 and Tier 3 cities.

l. Service network was significantly expanded to 504 centres (PY - 464 centres).

2. OVERSEAS SUBSIDIARY & CONSOLIDATED RESULTS:

The operating subsidiary Horwood Homewares Limited (HHL) achieved a sale of Â£ 18.8 million (PY Â£ 16.2 million) a growth of 16% against the backdrop of Brexit, COVID-19 pandemic, and geo-political tensions. Operating EBITDA was Â£ 2.0 million (PY Â£1.6 million) a creditable increase of 25%. The subsidiary introduced new products and strengthened its presence in the online channels during the year which helped it perform better than most of its peers and achieve a better profitability over the previous year. During the year, the subsidiary migrated to a new ERP system to support the expansion of the business. This is expected to improve the operational efficiencies resulting in better customer experience in the coming years.

3. ASSOCIATE COMPANY

During the year, your Company entered into an agreement for making strategic investment in Ultrafresh Modular Solutions Ltd (Ultrafresh) engaged in the business of Modular Kitchens and kitchen appliances having many franchisee outlets across India. The total investment will be to the tune of around '' 30 Crores towards primary as well as secondary acquisition. Pursuant to this agreement during Q4 your Company made an investment of '' 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 February 16, 2022. Being an Associate Company from February 16, 2022, the loss of Ultrafresh for the period from February 16 to March 31,2022 viz. '' (0.59) Crores is consolidated appropriately in the consolidated financials proportionate to the voting share of your Company in Ultrafresh.

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 7.8% for FY 23 but with a caveat that the continued Russia-Ukraine conflict and rising fuel prices can have an impact on this projection. The volatility in commodity prices cannot be ruled out. The near-term outlook is uncertain for growth prospects. Though your Company is registering growth during April 22 and May 22, the same is with reference to a lower base.

b. The Union Budget for FY 23 has laid emphasis on governmental investment and capital expenditure in several projects especially Housing and Urban Planning Sector. If these are implemented, even amidst the current situation the outlook can be on the positive side. Recent reduction of duties on fuel is expected to improve the private final consumption in the coming quarters.

c. As your Company is in the home and kitchen appliance domain, the hybrid mode of working preferred today by most of the service industries 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, rise in demand on account of gifting during marriage and other occasions which was subdued due to restrictions on gatherings, may further support the demand. The revival of the travel and hospitality industry will trigger more employment opportunities yielding a larger customer base.

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

e. 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. Your company is debt-free, and all its manufacturing and sourcing outfits are in operational conditions with adequate human resource and thus can increase supplies to the market at short notice.

f. India''s underlying economic fundamentals are strong and despite this turbulence the impact on the long-term outlook will be marginal. However, it will be largely dependent on early resolution of geo-political conflicts and easening of the commodity prices including fuel. If the projected GDP growth of 7.8% is realized, your Company is confident of registering a growth in mid-teens.

g. The increased tendency among global brands to shift a sizeable portion of sourcing outside China with India as an alternative is continuing. Your Company''s export customers have increased their sourcing from the Company during FY 22 and we expect this to further strengthen during FY 23.

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 Company''s products available at every home. The focus is in providing a solution rather than just a product.

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.

e. 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 Covid-19 pandemic do not reoccur severely as in

past 2 years. It is also dependent on the easing of geo-political tensions.

E. THREATS

While there are vast opportunities in the Domestic Market, threats can continue in the form of new entrants or existing regional brands causing disruptions through unrealistically low prices due to pressure from some channels. As the entry barriers are low, any lag in innovation can impact growth. Unprecedented rise in commodity prices is also a major threat as it may not be possible for your Company to pass on the cost increases to consumers in full. Your Company pursues a dynamic cost management process to ensure healthy margins at EBITDA levels as demonstrated in the last couple of 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. 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 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, 2021, was '' 13.86 Crores (PY '' 13.86 Crores).

During the year approval of members were obtained for Sub-Division / Spit of Equity Shares of the Company from face value of '' 10/- each into '' 1/- each to facilitate larger shareholder base, to increase the liquidity and to make the shares more affordable to investors. The memorandum of association of the Company was also amended for this purpose.

Accordingly, the Authorised Capital of your Company changed from '' 15 crores divided into 1,50,00,000 equity shares of '' 10/- each to '' 15 crores divided into 15,00,00,000 equity shares of '' 1/- each.

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 around '' 700 Crores after investments in Ultrafresh Modular Solutions Limited to the tune of '' 20 Crores.

K. CAPITAL EXPENDITURE PLANS

Your Company has spent about '' 42 crores in FY 22 including automation and establishing additional lines. The capex for FY 23 is estimated at around '' 70 crores including normal capex, logistics and capacity augmentation.

L. INVESTMENTS

During the year, your Company invested an amount of '' 20 Crores in M/s Ultrafresh Modular Solutions Limited through primary and secondary acquisition for a shareholding of around 41% 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

N. DEVELOPMENTS IN HUMAN RESOURCES

In line with the Long-Range Plan, your Company has implemented strategic HR initiatives covering competency development, talent management, leadership development, succession management etc. The in-house Human Resource Department is constantly being strengthened. A host of people development programmes are put in place on a continuous basis. Your Company continues to impart knowledge and talent development programmes through digital means and the training milestones were achieved across all layers of management.

Keeping in mind the physical and mental well-being of the employees caused by the pandemic, your Company has organized healthcare infrastructure, both physical and digital, at various workplaces. Free vaccination for all employees including contract workers and their dependents were organized and all the employees in the organisation are double vaccinated.

Financial and rehabilitation support for affected employees are being provided and also extended to the dependents of the employees who have unfortunately succumbed to the infection.

During the lockdown in the first quarter of FY 22 your Company continued to pay the salaries to all the employees including the contract workers without any deduction and on time. Notwithstanding the external disturbances caused by pandemic, geo-political disturbances and unprecedented commodity price increases, your Company released increments to all employees for FY 23 effective from April 01, 2022 as also the performance linked variable pay.

The industrial relations across all the manufacturing units has been by and large cordial. The Khardi Unit which was under lock-out since November 2020 resumed its operation by end of August 2021 pursuant to a long-term settlement entered into with the workers with improved productivity norms. Long term settlement was concluded during the year for Karjan Unit.

The direct employment strength stood at 1418 as compared to 1442 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 31,2022.

DIVIDEND

During the year in February 2022 considering the improvement in the business environment your Directors paid an interim dividend of '' 2.50 per share for FY 22. Your Directors are happy to recommend a final dividend of '' 3.50 per share for FY 22 totalling to '' 6/- per share of face value '' 1/- each for FY 22 including the interim dividend already paid. (PY '' 5/-per share of face value '' 1/- each).

FUTURISTIC STATEMENTS

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

BUSINESS RESPONSBILITY REPORT

Your Company now forms part of the Top 500 listed companies of India and is mandatorily required to provide a Business Responsibly 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 proactively implementing various projects to address global environmental issues such as climate change, global warming, etc. The very products such as pressure cookers, induction cooktops, etc., are designed to save energy as well as protect environment. Continuous design improvements, investments in 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 Report.

Your Company has decided to adopt the ESG mandatory reporting requirements one year ahead of the scheduled adoption and has developed a business sustainability model which is being reviewed at the

Risk Management Committee and Board of Directors level. Based on the model and assessment, your Company does not foresee any challenges in business sustainability in the near future.

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 six times during the year 2021-22. 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. K. Shankaran as Members. The Corporate Social Responsibility (CSR) Policy enumerating the CSR activities to be undertaken by the Company, in accordance with Schedule VII to the Companies Act, 2013 as adopted by the Board is available on the website of the Company www.ttkprestige.com. The Annual Report under CSR Activities is annexed to this report as Annexure A.

The details relating to the meetings convened, etc. are furnished in the Report on Corporate Governance.

The Audit Committee comprises of Mr. Dileep Krishnaswamy as Chairman, Mr. R Srinivasan and Mr. Arun K. Thiagarajan as Members. 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:

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

(e) Directors and Key Managerial Personnel:

None of the Directors is disqualified from being appointed or holding office as Directors, as stipulated under Section 164 of the Companies Act, 2013.

(i) Appointment / Re-appointment of Directors:

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

(b) There are no changes to the composition of Directors during the year.

(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):

â¢ Mr. Chandru Kalro, Managing Director as Chief Executive Officer (CEO).

â¢ Mr. K. Shankaran, Wholetime Director & Secretary.

â¢ 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, three separate meetings of Independent Directors were 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 21-22 was completed at the Meeting held in March 2022.

(v) Remuneration Policy:

f. Auditors:

(i) Statutory Auditors and their Report and Reappointment:

Audit Report: M/s. PKF Sridhar & Santhanam LLP 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.

Reappointment of Auditors: M/s PKF

Sridhar & Santhanam LLP was appointed as Statutory Auditors of the Company, for a term of 5 years, to hold office from the conclusion of the 61^st Annual General Meeting till the conclusion of 66^th Annual General Meeting. The Board of Directors at their meeting held on May 28, 2022, based on the recommendation of the Audit Committee, considered and recommended to the Members of the Company, the reappointment of M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration No.003990S / 200018), as Statutory Auditors, for a further term of five years, to hold office from the conclusion of the 66th Annual General Meeting till the conclusion of 71st Annual General Meeting. A brief profile of M/s. PKF Sridhar & Santhanam LLP is provided below:

- The Firm has been in existence from 1978, initially as a Partnership Firm and presently as a Limited Liability Partnership. They are one of the leading Professional Service Providers with Global experience.

- Has 23 partners as of now and has over 700 people - Directors with global exposures, Professionals from multifarious disciplines and Staff with international assignments.

- Has its Head Office at Chennai and has offices in four cities, viz., Mumbai, New Delhi, Bengaluru and Hyderabad.

- Is a member of PKF - a Global Network of Independent Accounting Firms and an exclusive member of India.

- The Firm has a very impressive list of clients across multiple industry verticals.

- The firm has been peer reviewed in 2019. Also, as a part of the "Forum of Firms", an association of international networks of accounting firms that perform audits of financial statements that are or may be used across national borders, the firm maintains international quality control standards.

- The Firm uses technology, data analytics and audit software in conducting audits.

Their appointment, if made, will be in accordance with the provisions of the Companies Act, 2013, the Chartered Accountants Act, 1949 and the Rules and Regulations made thereunder. They also satisfy the criteria provided under Section 141 of the Companies Act, 2013 and are not disqualified under the said Acts. Accordingly, a Resolution seeking members'' approval for the appointment of M/s PKF Sridhar & Santhanam LLP, as Statutory Auditors of the Company is included under Item No.4 of the Notice convening the Annual General Meeting.

(ii) Cost Auditor and Cost Audit Report: Appointment for the year 2022-23: 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 2022-23 and fixed her remuneration her remuneration at '' 4 lakhs plus applicable taxes and levies and reimbursement of travel and out-of-pocket expenses incurred in connection with the audit..

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, 2022, will be placed before the Audit Committee and the Board of Directors of the Company and filed on or before the due date.

Cost Audit Report for the year 2020-21:

The Cost Audit Report for the financial year ended 31st March, 2021 was filed in Form CRA-4 vide SRN T-33744947 dated 3.8.2021 with the Central Government.

(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 2021-22. 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, 2014:

Your Company has transferred a sum of '' 16,39,880 during the financial year 2021-22 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, 2014, 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:

h. Disclosure with respect to Demat suspense account / unclaimed suspense account. Your Company does not have any Unclaimed Shares issued in physical form pursuant to Public Issue / Rights Issue.

i. Conservation of Energy:

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 Company:

Your Company has an overseas subsidiary by name TTK British Holdings Limited (TTK Brit) 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.

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 '' 20 Crores through primary and secondary acquisition.

Your Company holds 1,440 equity shares of '' 10/- each fully paid in TTK Healthcare Limited, 20,700,000 shares of GBP 1 each in TTK British Holdings Limited and 2,32,860 equity shares of '' 10 each fully paid-up and 3,00,000 equity shares of '' 10/- each with paid up of '' 4/- each 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. Material Changes and Commitments affecting the financial position:

There were no material changes and commitments affecting the financial position

of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate viz., March 31, 2022 and the date of this Report.

o. 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.

p. 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 2021-22, there were two complaints, and both have been resolved and closed in accordance with the policy. Your Company regularly conducts awareness programmes across its units in this regard.

q. Registered Office: There has been no

change in the location of the Registered Office of your Company.

r. 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.

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

Place: Coimbatore For and on behalf of the Board

Date : May 28, 2022 Sd/-

T.T. JAGANNATHAN Chairman

Registered Office:

Plot No. 38, SIPCOT Industrial Complex,

Hosur - 635 126 Tamil Nadu

Mar 31, 2019

BOARD''S REPORT

(Including Management''s Discussion & Analysis report)

The Directors have pleasure in presenting their Sixty Third Annual Report, together with the Audited Financials of the Company, for the year ended 31^st March 2019 as follows:

FINANCIAL RESULTS (STAND ALONE)

(Rs, in crores)

		2018-19	2017-18
1	Sales (Net of discounts)	1968.02	1746.45
2	Other Income	25.60	13.71
3	Exceptional Income/(Expense)	-	128.96
4	EBITDA (before Exceptional Income)	311.48	248.54
5	EBITDA (Including Exceptional Income)	311.48	377.50
6	PBT (before Exceptional Income)	283.57	221.66
7	PBT (including Exceptional Income)	283.57	350.62
8	Tax Provision	93.26	93.75
9	PAT (before Exceptional Income)	190.31	149.17
10	PAT (including Exceptional Income)	190.31	256.87
11	Other Comprehensive Income (Net of Tax)	(0.51)	0.24
12	Total Comprehensive Income	189.80	257.11
13	Transfer to General Reserve	20.00	26.00
14	Surplus carried to Balance Sheet	169.80	231.11

REVIEW OF PERFORMANCE

- Considering the various external factors impacting growth over the last several years, FY 18-19 can be considered by and large as the first normal year since FY 2012-13 i.e. reasonably good monsoon, no factors such as demonetisation or GST transition etc. However, parts of geographies like Kerala, Tamil Nadu and Karnataka suffered from floods, cyclone and deficient rains.

- The significant growth drivers have been e-commerce, rural channels and exports besides introduction of new models and new products across categories. However, revision in e-commerce policy in the fourth quarter had an adverse impact on off-take from this channel which was otherwise very buoyant and growing over the last several quarters. The fourth quarter also saw lower off-take in rural channels as compared to plans largely due to corrections in business processes of some of the channel partners.

- Domestic business grew by 12% from Rs,1711 Crores to Rs,1916 Crores while exports grew by 45% from Rs,35/- Crores to ''51/-Crores. Growth was significantly supported by volume growth across major categories besides improved realization. All geographies registered growth.

- Though the metal prices hardened during the year, favourable exchange rates for most part of the year had a positive impact on costs. There was marked improvement in the operational efficiencies due to higher capacity utilization and general improvement in productivity resulting in a higher EBITDA margin of around 15.8%. While the top-line growth was around 12.7%, EBITDA before exceptional items grew by around 25% from Rs,249 Crores to Rs,311 Crores.

- Exceptional income of Rs,128.96 crores during 2017-18 was on account of monetization of the development rights relating to the Dooravani Nagar Property.

- The Company is debt-free and carries a comfortable free cash of Rs,244 crores.

- 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. In spite of substantial additions to manufacturing asset base in recent years, the operating ROCE significantly improved to 37.5% as against 32.5% of the PY

- The net profit after tax, before Exceptional Items was Rs,190.31 Crores (PY 149.17 Crores). The standalone EPS (before Exceptional Items) was Rs,137.30 (PY Rs,107.36) a growth of 28%. EPS for both the years has been calculated after taking into account the allotment of bonus shares.

- On a consolidated basis taking into account the performance of UK Subsidiaries, the Sales was '' 2106.91 Crores (PY Rs,1871.35 Crores); Consolidated Net profit after tax before exceptional items was Rs,192.35 Crores (Rs,155.79 Crores).

To sum up, your Board of Directors is of the view that the current year performance is commendable. Your Company continues to maintain/improve its market share in value terms across product categories.

Your Directors are pleased to recommend a dividend of Rs,30/- per share including the Bonus Shares allotted after the 31^st March 2019 (PY Rs,30 per share) which entails an outlay of '' 41.58 Crores (PY Rs,34.65 Crores) by way of Dividend and ''8.55 Crores (PY ''7.12 Crores) by way of Dividend Distribution Tax.

A detailed analysis is provided under the section ''Management''s Discussion and Analysis'' forming part of this Board''s Report.

AWARDS AND RECOGNITIONS

Your Company continued to be recognized by various agencies for its high-quality performance under various parameters. During the Financial Year 18-19, your Company bagged the following awards/recognitions.

- Superbrand Award for 2018-2019

- Marketing Excellence Award

- Brand of the Year Award

- Brand Excellence Award in Home and Kitchen Appliances

- Award for Marketing Communication (Business to Consumer)

MANAGEMENT''S DISCUSSION AND ANALYSIS

A. ECONOMY / INDUSTRY SCENARIO

In general, the economic scenario has been encouraging with an improved GDP growth after the transient reversals seen in the last couple of years on account of Demonetization and GST introduction. Larger focus on the rural economy through various schemes has resulted in growth in rural consumption till Q3. However, towards the end of the fourth quarter some slowdown in rural demand and general manufacturing, especially in automobile sector has been witnessed. Drop in ''State Spending'' in the wake of election announcements is seen as one of the causing factors. With a stable government at the Centre and likely continuation of reforms, it is expected that growth can gain momentum in the coming years. At the global level the trade tensions between US and China do have an impact on exports as well as domestic markets.

Your Company predominantly operates in the Kitchen Appliances segment with a wide range of product categories. The product categories broadly consist of Pressure Cookers, Cookware, Gas Stoves and Domestic Kitchen Electrical Appliances. The market for Pressure Cookers is shared amongst organized national branded players, regional players and unorganized players. Over the years, the share of the unorganized players has been gradually coming down as there has been a shift in the consumer preference to reliable branded products. The market for organized brands is estimated at about 60% of the total market. The share of unorganized players is greater for cookware as compared to pressure cookers. For the rest of the product categories, the market structure is fragmented, and the share and the role of regional brands and unorganized players continue to be significant. In general, there is a clutter of regional brands/unorganized players at entry level price points.

As the members are aware your Company has entered categories adjacent to the Kitchen in the last two years. This adjacent space consists of several distinct product lines - Electrical and non-electrical cleaning products/ appliances, Water Purifies, Electric Irons, Lanterns, etc., While the market is huge and growing, the market share is fragmented with a lot of players - national, regional and unorganized. Your Company has mapped these segments and is expanding geographical coverage step-by-step. The approach includes having an appropriate range in each of the product lines, with differentiation

in product offering and price points.

Continued perception of uncertainty in disposable income amongst core middle-class is giving room for down-trading/bundling of products of entry level price points by some regional brands and is distorting the market for entry level products. As a result, value added products in general have been witnessing a better performance.

The kitchen and home appliance category have been witnessing entry of quite a few players - regional, national as well as global who have brand strength in some products. At the same time there has been also exit of or reduced focus from those who entered the kitchen appliance segment in the last five years.

Going forward, proactive innovation and product differentiation coupled with innovative distribution will be the key to stay ahead in the marketplace.

B. OPPORTUNITIES, THREATS AND COMPANY''S RESPONSE

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 ''Customer Engagement''.

a. Expansive Vision and Long-Range Plans:

As mentioned in the last year report, your Company has been actively expanding its business base and is successfully able to travel beyond kitchen and tap categories adjacent to kitchen and relevant to home at large. As a corollary your Company adopted a New Vision.

"To Delight Home makers with Innovation"

This vision is expansive as it does not limit the Company to one domain, one brand or one country. Driven by this wider Vision, your Company has chalked out a plan to enlarge its home appliance base which includes tapping inorganic opportunities both in domestic and global space.

Your Company has not lost sight of its ambition of being in every Indian Kitchen/Home as the same is incorporated in the vision for distribution:

"To make available Company''s Products to Every Home".

The Long-Range Plan includes deepening the presence in non-urban markets and Northern markets.

Your Company will continue to be driven by the core mission of ''Quality Products at affordable Prices''.

b. Opportunities within the Kitchen Domain:

Driven by the vision to reach every home with a product relevant to each of the customer segments duly supported by the strengths outlined

earlier, your Company has been continuously broad basing its product offerings, customer segments and geographical coverage. Continuous interaction with the ultimate user of the product has been helping your Company in identifying the pain points and offering solutions in the form of innovative products, concepts and consumer offer of bundled products for a holistic use. This focus helps your Company to create opportunities even in the face of depressed consumer sentiment. Given the fact that vast sections of Indian homes are to yet to equip their kitchens with various products whether unbranded or branded-there is a significant opportunity in the long-run for every product category of your Company in the kitchen domain. Your Company''s growth over the last decade has largely come from tapping urban markets and offering innovative products at price points relevant to this consumer segment. Aided by the State policy of providing LPG connections to rural households and electricity reaching every village, rural markets are expected to drive growth in the coming years.

Your company has geared its innovation efforts to offer a slew of products to the rural segment with appropriate price points.

Your Company is slated to launch over 130 new SKUs across categories in FY 2019-20.

Your Company continues to see a significant opportunity to increase its share of business in the non-south markets.

c. Opportunities adjacent to Kitchen Domain/ Home: Your Company''s foray in to Cleaning Solutions and other Home Requisites is receiving customer acceptance. From a run rate of ''50 lakhs a month two years back, your Company is currently clocking around Rs,3 crores a month and by just tapping a few markets. Recently launched Tattva range of non-electric water purifiers, Vacuum Cleaners etc. have gained trade and consumer acceptance. Your Company is closely considering other product categories relevant to the home.

d. Opportunities outside India:

Your Company is confident about increasing export business. FY 18-19 saw a growth of 45% and further growth is planned for FY 19-20. The UK subsidiary is also actively pursuing opportunities outside the UK. The subsidiary has added new range of products and also a new category called ''Smidge'' focusing on environment friendly products suitable for home.

e. Channel Management and Service Network:

Over the last few years the method of reaching the ultimate consumer is undergoing a churn. Every channel - traditional dealers, modern format

stores, exclusive retail network or online stores -is rediscovering and re-orienting itself to maximize footfalls. This process has thrown in opportunities as well as conflicts besides disruptions. Your Company is fully seized of the situation and has put in place strategies to leverage every channel to reach the ultimate consumer Your Company''s proactive interaction with online players has been highly productive and the share of online sale has increased significantly as compared to the previous year. Challenges in rural channels has been one of logistics and your Company is building innovative solutions in this respect.

"Prestige Xclusive" network continues to provide a significant contribution to the total domestic sales. The current strength of the network is 569.

Your Company is continuing the process of strengthening the service network and call centre operations so as to ensure timely service and build customer loyalty. It also provides the platform to increase sale of original spares. Current strength of the service network is 391.

f. "JUDGE" brand:

''JUDGE'' brand belongs to the wholly owned subsidiary Horwood Homewares Limited and your Company has started utilizing the same to cater to newer consumer segments within India as well as global markets. This is a tactical brand and will be utilized to target consumer segments hitherto untapped by your Company. Many unorganized brands which slowed down are trying to come back with modified price points. Judge brand will try to make inroads in this market segment.

g. New Brand Campaign:

Your Company has roped in Ms.Vidya Balan, as Brand Ambassador from financial year 2018-19 and exciting brand promotion activities are being carried out. The campaign has been well received.

h. Threats:

While there are vast opportunities in the Domestic Market, threats can continue in the form of unorganized sector and irrational discounting by regional brands. As the entry barriers are low, any lag in innovation can impact growth. The proliferation of e-commerce companies, while helping us to grow, may also have some impact impact on gross margin but your Company pursues a dynamic cost management process to ensure healthy margins at EBITDA levels.

C. 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)

	2018-19			2017-18
	Domestic	Export	Total	Domestic	Export	Total
Pressure Cookers (including Microwave Pressure Cookers)	614.56	31.16	645.72	559.75	23.84	583.59
Cookware	283.72	17.89	301.61	272.22	8.98	281.20
Gas Stoves	271.06	0.64	271.70	256.30	1.02	257.32
Mixer Grinder	224.11	0.87	224.98	165.79	0.79	166.58
Other Kitchen/ Home Appliances	425.27	0.10	425.37	378.12	0.14	378.26
Cleaning Solutions	27.79	_-	27.79	21.63	_-	21.63
Others	70.07	0.78	70.85	57.26	0.61	57.87
Total	1916.58	51.44	1968.02	1711.07	35.38	1746.45

a. Domestic Sales grew by about 12.0% and the Export Sales grew by 45.4%.

b. The Pressure Cooker and cookware category registered a growth of 10.64% and 7.26% respectively.

c. Mixer Grinder recorded a healthy growth of a 35.05% indicative of growing market share in this category.

d. Gas Stoves recorded a growth of 5.6% in line with the market growth for value added stoves and your Company maintains leadership in the value-added category.

e. Other kitchen/home appliances recorded a doubledigit growth of around 12.45%.

f. ''Cleaning Solutions'' category launched in FY 201617 registered a growth of around 28.47%.

g. Various operating ratios were maintained at healthy levels resulting in an improved EBITDA of around 15.8% as against 14.2% in the previous year.

h. Operating ROCE improved to 37.5% from 32.5%.

i. Your Company continued to be debt free and carried a sizeable free cash balance at the year end.

j. Your Company has over the last few years substantially reduced its dependence on imports which has a positive impact on working capital efficiencies. Gross current ratio remained steady at 2.8 times.

k. During the year under report your Company introduced around 146 new SKUs covering Pressure Cookers, Induction Cook Tops, Mixer Grinders, Rice Cookers, Gas Stoves and other small electric/nonelectric appliances and cleaning solutions. All these introductions received good response.

l. Prestige Xclusive network was consolidated and rationalized where necessary and new outlets were added. The number of outlets as at March 31, 2019 was 569. ( PY 544).The network now covers 26 States and 333 towns. The spread of the network is also evenly distributed between Metros, MiniMetros, Tier 1, Tier 2 and Tier 3 cities. m. Service network was significantly expanded to 391 centres (PY - 254 centres).

2. Overseas Subsidiary & Consolidated Results:

There was a slight drop in the sales from Â£15.63 million to Â£15.20 million. EBITDA was Â£0.77 million (PY Â£1.55 million). The drop in EBITDA was largely due to soft investments to protect market share, introduction of new ranges and setting up of new channels. The GBP/ USD fluctuations had also impacted the cost of imports. UK has not fully recovered from the aftereffects of Brexit, which has severely impacted the business environment. However, the subsidiary has performed better than its peers. The consolidated financials are attached to this Annual Report separately.

D. OUTLOOK

The Government''s thrust in improving the Rural Economy and infrastructure coupled with well targeted schemes that are bound to ease the financial burden of lower income groups is expected to drive consumption in the long-term.

The above coupled with the exponential growth of the E-commerce business and emergence of rural channels, is expected to increase the penetration into hitherto untapped markets. Your Company is also slated to introduce over 130 SKUs during FY 19-20. Save for a weak monsoon, outlook looks positive for FY 19-20.

E. 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. The specific concern relates to fuel prices, forex fluctuations etc. which may have an impact on input costs especially aluminium. However, your company is confident of passing on any cost escalation to the market without much lag. Your Company is continuously improving its efficiencies and is hopeful of dealing with the various challenges described in the preceding sections. Your Company will not compromise on the objective of growth and improving market share for the sake of short- term profits.

F. MEDIUM-TERM AND LONG-TERM STRATEGY

The various contours of Medium- & Long-Term strategy are mentioned in detail under Para B above. Based on this the Company has a goal of doubling its top-line over the next 4 to 5 years which is dependent upon overall GDP growth of domestic economy, affordable inorganic opportunities and revival of global economy. Barring unforeseen circumstances, your company expects to maintain a healthy margin and return on operating capital employed in the business.

G. RISK MANAGEMENT

Your Company has constituted a Risk Management Committee 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. 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 calamities and disasters.

Risks are being continuously identified in relation to business strategy, operations and transactions, statutory/ legal compliance, financial reporting, information technology system and overall internal control framework.

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. SHARE CAPITAL

The paid-up equity share capital as on 31^st March 2019 was Rs,11.56 Crores (PY Rs,11.56 Crores).

After the Balance Sheet date, pursuant to the resolution passed by the Shareholders on May 03, 2019 through postal ballot, 23,10,233 bonus shares have been allotted on May 17, 2019 thus increasing the paid-up share capital to Rs,13.87 crores. These bonus shares rank pari passu in all respects with the existing shares and will be entitled to any dividend declared after May 17, 2019. As on 31^st March, 2019 the issued and subscribed capital of the company stood at 1,16,78,469 shares of Rs,10/each which included 27,300 forfeited shares. Pursuant to the resolution passed by the Shareholders through postal ballot, the forfeited shares have been cancelled and the current issued and subscribed capital stand at 1,16,51,169. The amount of ''5/- per share paid up on the forfeited shares will stand transferred to capital reserve.

The Authorised Capital remains the same i.e. Rs,15 crores divided into 1,50,00,000 equity shares of Rs,10/- each.

I. 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 the UK Subsidiary, retirement of debt 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 around Rs,244 Crores after further investments in the UK subsidiary to the tune of Rs,19.19 Crores.

J. CAPITAL EXPENDITURE PLANS

As mentioned in the last year''s report your company has drawn up a Long-Range Plan pursuant to which your Company has laid out a budget of around '' 250 crores for the 3 years beginning 18-19 . Out of this, ''59.30 crores have been spent during the FY 2018-19.

K. INVESTMENTS

During the year your Company invested an additional amount of Rs,19.19 Crores in the wholly owned UK subsidiary. Other than this your Company carries shortterm investments in mutual funds as a part of treasury operations as mentioned in para I.

L. 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.

M. DEVELOPMENTS IN HUMAN RESOURCES

In pursuit of the Long-Range Plan, your Company has forayed into overseas markets by establishing a subsidiary in UK. Your company is also expanding its operations beyond kitchen. Having due regard to entering new frontiers your Company has implemented strategic HR initiatives covering competency development, talent management, leadership development, succession management etc. The in-house Human Resource Department is constantly being strengthened. A host of people development programmes are put in place on a continuous basis.

The industrial relations across all the manufacturing units has been by and large cordial. During the year a long-term settlement was signed with the permanent workmen at the Uttarakhand Unit. The Long-term Settlement for the Hosur Unit is expiring during the FY 19-20 and negotiations are going on.

The direct employment strength stood at 1463 as compared to 1373 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 31* March 2019.

DIVIDEND

Your directors have recommended payment of dividend of Rs,30/per share for the year taking in to account the current profits and the cash requirements of the Company for expanding the business operations. It may be noted that the dividend is payable on the expanded share capital of the Company after the allotment of 23.10 lakh bonus shares in May 2019.

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 various 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 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) Extract of Annual Return:

Extract of Annual Return (Form MGT-9) is enclosed as Annexure A

(b) Number of Meetings of the Board:

The Board of Directors met six times during the year 2018-19. The details of the Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance.

As per the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder your Company has in place a Corporate Social Responsibility Committee which comprises of Mr. T.T. Jagannathan as Chairman and Mr. R Srinivasan, Mr. K Shankaran as Members.

The details relating to the meetings convened, etc. are furnished in the Report on Corporate Governance.

(d) Composition of Audit Committee:

The Audit Committee comprises of Mr. Dileep Krishnaswamy as Chairman, and Mr. R Srinivasan and Mr. Arun K. Thiagarajan as Members. All the members are Independent Directors.

Mr. K Shankaran - Director and Secretary i s the Secretary of the Committee. More details on the Committee are given in the Report on Corporate Governance.

(e) Related Party Transactions:

The Register of Contracts containing transactions, in which directors are interested, is placed before the Audit Committee/Board regularly.

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

(f) Directors and Key Managerial Personnel:

None of the Directors is disqualified from being appointed or holding office as Directors, as stipulated under Section 164 of the Companies Act, 2013.

(i) Appointment/Re-appointment of Directors:

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

(b) Mr. K. Shankaran Whole-time Secretary and Director was appointed as Whole-time Director & Secretary for a period of 5 years from April

01, 2019 by means of a special resolution passed through postal ballot/e-voting on 3^rd May 2019.

(c) Mr. T.T. Jagannathan who was appointed as whole-time director, designated as Executive Chairman for a period of 5 years from June 01, 2018 stepped down from the office of Whole-time Director, effective from April 01, 2019 but continue as Non-executive Chairman from April 01, 2019 for the remaining tenure of his appointment with reduced terms of remuneration. Necessary special resolution was passed by the Shareholders through postal ballot/e-voting on 3^rd May 2019.

(d) Mr. R. Srinivasan, independent director, was re-appointed as independent director for a further term of 5 years from August 21, 2019 by means of a special resolution passed by the shareholders through postal ballot/e voting on May 03, 2019.

(e) Mr. Dhruv Moondhra was appointed as Independent Director for a period of 5 years from April 01, 2019 by a resolution of shareholders passed through postal ballot/e-voting on May 03, 2019.

(f) Mr. Arun Thiagarajan, Mr. Dileep Krishnaswamy, Dr. (Mrs.)Vandana Walvekar and Mr. Murali Neelakantan, all Independent Directors are proposed to be re-appointed for a period of 5 years from March 15, 2020 by means of special resolutions being placed before the ensuing Annual General Meeting. The Board recommends these re-appointments.

(g) The Board of Directors have re-appointed Mr. Chandru Kalro as Managing Director and CEO for a period of 5 years from April 01, 2020 subject to the approval of the shareholders. Necessary resolution is being placed before the ensuing Annual General Meeting. The Board recommends this re-appointment.

(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, Whole-time Director and Company Secretary

- Mr. V. Sundaresan, Senior Vice President -Finance as Chief Financial Officer (CFO).

(iv) Performance Evaluation of the Board, its Committees and Separate meeting 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, 2 separate meetings of Independent Directors were 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.

(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 that 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.

(g) 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 Auditors'' Report to the Shareholders for the year under review does not contain any qualifications.

(ii) Cost Auditor and Cost Audit Report:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Records of the Company relating to "Stainless Steel Pressure Cookers and Cookware" are required to be audited. The Board of Directors, on the recommendation of the Audit Committee, appointed Mr. V. Kalyanaraman as Cost Auditor of the Company, for the financial year 2019-20 and fixed his remuneration.

Mr. V Kalyanaraman has confirmed that his appointment is within the limits of the Section 141 of the Companies Act, 2013 and has also certified that he 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 Mr. V Kalyanaraman,CostAuditor under Item No.4 of the Notice convening the Annual General Meeting.

The Cost Audit Report for the year ended 31^st March 2019 will be placed before the Audit Committee and the Board of Directors of the Company and filed on or before the due date (i.e.) 27^th September 2019.

(iii) Secretarial Auditor and Secretarial Audit Report:

The Board had appointed Mr. Parameshwar G. Hegde, Company Secretary in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2018-19. The Report of the Secretarial Auditor in Form MR-3 is annexed to this report as Annexure "G". The report does not contain any qualification.

(h) Transfer to Investor Education and Protection Fund:

- Unclaimed Dividends for the year ended 31st March 2011:

Your Company has transferred a sum of Rs,12,26,752 during the financial year 2018-19 to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 205C (2) of the Companies Act, 1956. The said amount represents the unclaimed dividends for the year ended 31st March 2011, which were lying unclaimed with the Company for a period of seven years from their respective due dates of payment.

- Transfer of Shares to the Demat Account of the IEPF Authority:

(i) Disclosure with respect to Demat suspense account / unclaimed suspense account:

Your Company does not have any Unclaimed Shares.

(j) Conservation of Energy:

(k) 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 E & Annexure F

(l) Subsidiary Company:

Your Company has an overseas subsidiary by name TTK British Holdings Limited (TTK Brit) which was incorporated in the United Kingdom on 24^th March 2016 and capitalized during the FY 16-17. TTK Brit holds entire share capital of Horwood Homewares Limited which is the operating subsidiary.

(m) 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 wholly owned UK subsidiary TTK British Holdings Limited to the extent of GBP 2 million and ''56.3 Crores in secured debentures and bonds as part of Treasury Operations. Your Company holds 1440 equity shares of Rs,10/each in TTK Healthcare Limited and 137,00,000 shares of GBP 1 each in TTK British Holdings Limited.

(n) 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.

(o) 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,yourCompany 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.

(p) 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 2018-19, there were no complaints. Your Company regularly conducts awareness programmes across its units in this regard.

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;

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 and the employees of the Company.

Date: 29^th May, 2019 For and on behalf of the Board

Place : Bengaluru (T.T. JAGANNATHAN)

Chairman

Registered Office:

Plot No.38, SIPCOT Industrial Complex,

Hosur - 635 126 Tamil Nadu

Mar 31, 2018

BOARD''S REPORT

(Including Management''s Discussion & Analysis report)

The Directors have pleasure in presenting their Sixty Second Annual Report, together with the Audited Financials of the Company, for the year ended 31^st March, 2018 as follows:

FINANCIAL RESULTS (STAND ALONE)

(Rs,.in crores)

	2017-18	2016-17
Sales (inclusive of Excise duty)	1848.71	1683.06
Other Income	13.71	6.74
Exceptional Income/(Expense)	128.96	1.77
EBIDTA (before Exceptional Income)	248.54	201.65
EBIDTA (Including Exceptional Income)	377.50	203.42
Profit/(Loss) before tax	350.62	172.99
Tax Provision	93.75	29.99
Net Profit/(Loss) after Tax	256.87	143.00
Other Comprehensive Income (Net of Tax )	0.24	(0.43)
Total Comprehensive Income	257.11	142.57
Transfer to General Reserve	26.00	15.00
Surplus carried to Balance Sheet	231.11	127.57

REVIEW OF PERFORMANCE:

a. The first quarter of the year saw a flat performance due to the announcement of GST implementation from 1.7.2017 as the trade channels reduced their stock levels. Post July 2017, your Company witnessed a steady improvement in growth as compared to the previous Financial Year. Except for a few markets which continued to reel under deficient monsoon, all other markets registered a decent double-digit growth. Domestic sales witnessed 10.5% growth in absolute terms. However, the absolute sales figures are not strictly comparable with the previous year due to non-inclusion of central indirect taxes in the sales of the last three quarters of current year. Overall domestic volume growth was impressive across product categories - Value Added Pressure Cookers, Cookware, Mixer Grinders, Gas Stoves, Induction Cooktops and Rice-Cookers - growth ranging from 10% to 30%.

b. Your company was also able to tap the rural markets directly and the efforts put in over the last few years has started yielding results. Export performance continued to be subdued due to global market conditions.

c. Though the metal prices hardened during the year, the favourable exchange rates for most part of the year had a positive impact on costs. There was marked improvement in the operational efficiencies due to higher capacity utilization and general improvement in productivity resulting in a higher EBIDTA margin of around 13.5%. While the top-line growth was around 10%, EBIDTA before exceptional items grew by 23.2% from Rs.201.65 crores to Rs.248.54 crores.

d. Exceptional income of Rs. 128.96 crores is on account of monetization of the development rights relating to the Dooravani Nagar Property. Part of these proceeds were utilized to ''buy back of shares'' entailing an outflow Rs.70 Crores.

e. The company''s cash position improved significantly on account of operations as well as on account of the proceeds from monetization of development rights.

f. 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. In spite of substantial additions to manufacturing asset base in recent years the operating ROCE was a healthy 32.5% (Previous Year 28%).

g. The net profit after tax for the year was Rs.256.87 Crores. The standalone EPS was Rs.221.74. EPS before exceptional income was Rs. 128.77 (PY Rs.94.47) a growth of 36.3%.

h. Your Company continued to be debt-free as at the end of 31st March, 2018 and was carrying significant net free cash.

i. As shareholders are aware, your Company acquired through its UK subsidiary the business of Horwood Homewares Limited effective from April 2016. On a consolidated basis taking into account the performance of UK Subsidiaries, the Sales was Rs. 1981.64 Crores; Net profit after tax was Rs.263.49 Crores and EPS Rs.227.46.

j. Your Directors are pleased to recommend a dividend of Rs.30/- per share for the year ended 31st March 2018 (Previous year- Rs.27/- per share) which entails an out lay of Rs. 34.65 Crores by way of Dividend and Rs.7.12 Crores by way of Dividend Distribution Tax.

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

AWARDS AND RECOGNITIONS

Your Company continued to be recognized by various agencies for its high quality performance under various parameters. During the Financial Year 17-18, your Company bagged the following awards/recognitions.

- Red Dot Award for Hob-top

- Icon Of The Year Award (Indian Brand Of The Year - Kitchen Appliances)

- India''s Most Trusted Company 2017

- India''s No. 1 Brands Award

- CMO Asia - Consumer Durable Award

- Globe Marketing Excellence Award in Kitchen Appliance Sector.

- ABP News Brand Excellence Award in Kitchen Appliance Sector.

- Brand Equity''s 5^th Most Trusted Brand in Consumer Durable Industry

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

The overall domestic economic scenario towards the later part of FY 17-18 has been showing signs of improvement as compared to the previous financial year. The first half was hit by transient impact of GST implementation. Barring parts of South India, the monsoon was beneficial to the rural economy.

As the members are aware your Company is gradually entering categories adjacent to Kitchen thus expanding the business to cover select home appliances and requisites keeping in view the ''mind share'' of your Company''s core customer, the home maker and building around the trust and goodwill your Company and its brands enjoy with its core customer base. This extended segment consists of Cleaning Solutions, Irons, Lanterns, Water purifiers etc. Each of the product-line within the Home portfolio has competition both from organized and unorganized players. Your company''s focus is to bring in upgraded differentiated products at several price points to get a sizable addition to the overall turnover of the Company to start with and establish a decent market share in the long run.

Continued perception of uncertainty in disposable income amongst core middle-class is giving room for down-trading/bundling of products of entry level price points by some regional brands is distorting the market for entry level products. As a result, value added products in general have been witnessing a better performance.

The kitchen appliance category is also witnessing entry of quite a few players - regional, national as well as global who have brand strength mostly in non-kitchen appliance business.

Going forward, proactive innovation and product differentiation coupled with innovative distribution will be the key to stay ahead in the market place.

B. OPPORTUNITIES, THREATS AND COMPANY''S RESPONSE

Shareholders are aware that the Company operates out of its core strengths of brand, innovation, design, manufacturing, distribution, sourcing and service capabilities and more importantly ''Customer Engagement''.

a. Adoption of New Vision in the light of several opportunities in the Long-Term:

The core vision of the company has been ''A Prestige in every Indian Kitchen''; the core mission being ''Quality products at affordable prices''. As the members are aware that your Company is in the process of expanding its business base and is successfully able to travel beyond kitchen and tap categories adjacent to kitchen and relevant to home at large.

In order to broad base the vision, your Company has adopted a new Vision after a vigorous brain storming session aided by external consultants of repute as the current vision is restricted to the Kitchen Domain. The New Vision is:

"To Delight Home makers with Innovation"

This vision is expansive as it does not limit the Company to one domain, one brand or one country.

Your Company has not lost sight of its ambition of being in every Indian Kitchen/Home as the same is incorporated in the vision for distribution:

"To make available Company''s Products to Every Home".

Your Company will continue to be driven by the core mission of ''Quality Products at affordable Prices''.

b. Opportunities within the Kitchen Domain:

Driven by the vision to reach every home with a product relevant to each of the customer segments duly supported by the strengths outlined earlier, your Company has been continuously broad basing its product offerings, customer segments and geographical coverage. Continuous interaction with the ultimate user of the product has been helping your Company in identifying the pain points and offering solutions in the form of innovative products, concepts and consumer offer of bundled products for a holistic use. This focus helps your Company to create opportunities even in the face of depressed consumer sentiment.

Given the fact that vast sections of Indian homes are to yet to equip their kitchens with various products whether unbranded or branded-there is a significant opportunity in the long-run for every product category of your Company in the kitchen domain. Your Company''s growth over the last decade has largely come from tapping urban markets and offering innovative products at price points relevant to this consumer segment. Aided by the State policy of providing LPG connections to rural households and electrification of rural areas across India, rural markets are expected to drive growth in the coming years. Your company has geared its innovation efforts to offer a slew of products to the rural segment with appropriate price points.

Your Company is slated to launch around 95 new SKUs in the kitchen domain in FY 2018-19.

Your Company continues to see a significant opportunity to increase its share of business in the non-south markets.

c. Opportunities adjacent to Kitchen Domain:

Your Company''s foray in to Cleaning Solutions and other Home Requisites is receiving customer acceptance. Your Company is currently placing select products in select markets and has plans to expand the reach to other markets in the next couple of years. For instance, the innovatively designed ''Tattva'' range of Water Purifiers is well received wherever it has been launched. Your Company expects that these categories will contribute to the growth of the Company in the next 5 years. Your Company has slated to launch 35 new SKUs outside the Kitchen Domain.

d. Opportunities outside India:- Overseas Acquisition/Export Thrust

Shareholders are aware of the acquisition of the branded business of Horwood Homewares Limited through the overseas subsidiary TTK British Holdings Limited. Your Company is expected to leverage this acquisition for developing global business. Any further opportunity, appropriate to the size of your company will be examined. Your Company has kept all its India based manufacturing facilities ''export ready'', by meeting global standards in every respect - technology, manufacturing, processes, green initiatives and governance. These are expected to drive white-label exports as well as exports to overseas brands acquired by your Company.

Some white label exports have already begun. Your Company envisions to be a significant part of "Make In India'''' policy of the Government of India.

e. Channel Management and Service Network:

Over the last few years the method of reaching the ultimate consumer is undergoing a churn. Every channel - traditional dealers, modern format stores, exclusive retail network or online stores - is rediscovering and reorienting itself to maximize footfalls. This process has thrown in opportunities as well as conflicts besides disruptions. Your Company is fully seized of the situation and has put in place strategies to leverage every channel to reach the ultimate consumer. Your Company''s proactive interaction with online players has been highly productive and the share of online sale has increased significantly as compared to the previous year.

Prestige Smart Kitchen, now reformatted and rechristened as "Prestige Xclusive" network continues to provide a significant contribution to the total domestic sales. The current strength of the network is 544.

f. Introduction of "JUDGE" brand: Your Company launched select product categories to address to tap the income segments hitherto untapped by your Company. ''JUDGE'' brand belongs to the wholly owned subsidiary Horwood Homewares Limited and your Company will be utilizing the same to cater to newer consumer segments within India as well as global markets. The initial launch was made in the second half of the current financial year and the response has been encouraging.

g. New Brand Campaign:

Your Company has roped in Ms.Vidya Balan, as Brand Ambassador from financial year 2018-19 and exciting brand promotion activities are slated for the next few financial years.

h. Threats:

C. 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)

	2017-18			2016-17
	Domestic	Export	Total	Domestic	Export	Total
Pressure Cookers(including Microwave Pressure Cookers)	603.88	23.84	627.72	561.10	34.35	595.45
Cookware	291.29	8.98	300.27	274.43	5.91	280.34
Kitchen Appliances	557.34	0.86	558.20	491.69	0.89	492.58
Gas Stoves	268.02	1.02	269.04	229.88	0.89	230.77
Home Appliances	33.88	0.07	33.95	24.71	0.00	24.71
Others	58.92	0.61	59.53	58.15	1.06	59.21
Total	1813.33	35.38	1848.71	1639.96	43.10	1683.06

a. Domestic Sales grew by about 10.57% and the Export Sales dropped by 18%.

b. The Pressure Cooker and cookware category registered a growth of 5.5% and 7% respectively. The lower growth was due to depressed market conditions in parts of South India as well as subdued demand for nonpremium products.

c. Gas stoves recorded a healthy growth of around 16.55% while kitchen appliances grew by around 13.27%.

d. ''Cleaning Solutions''(included under Home Appliances) introduced in the previous year performed well and contributed Rs.22.65 Crores to the Sales as compared to Rs.13.00 Crores of previous year.

e. The EBIDTA margin before exceptional items for the year was 13.5% as compared to 11.90% in the previous year. The improvement in EBIDTA Margin is attributable to favourable Exchange rates, improvement in operational efficiencies and treasury income.

f. The overall pay-roll cost ratio to Sales was around 7.7% as compared to 7.16% in the previous year. The disproportionate increase is due to higher provision for employee terminal benefits on account of some changes in actuarial parameters and revised leave policy.

g. Your Company continued to be debt free and carried a sizeable cash balance at the year end.

h. Your Company has over the last three years substantially reduced its dependence on imports which has a positive impact on margins and cash-flows. Working capital efficiency improved as compared to the previous year.

i. During the year under report your Company introduced around 138 new SKUs covering Pressure Cookers, Induction Cook Tops, Mixer Grinders, Rice Cookers, Gas Stoves and other small electric/non-electric appliances and cleaning solutions. All these introductions received good response.

j. PSK network was consolidated and rationalized where necessary. The number of outlets as at 31.3.2018 was 544. The network now covers 26 States and 315 towns. The spread of the network is also evenly distributed between Metros, Mini-Metros, Tier 1, Tier 2 and Tier 3 cities.

2. Properties & Investment:

The Company has dealt with the entire rights accruing under the Development Agreement relating to the property at Dooravani Nagar, Bangalore. The Gross revenue accrual was of the order of Rs.163.00 Crores and the Net income after accounting for expenses and book-value of the assets was Rs.128.96 Crores

3. Overseas Subsidiary & Consolidated Results:

There was a slight drop in the sales from Â£17.7million to Â£16.5 million. EBIDTA was Â£1.55 million (PY Â£2.3 million) The Brexit has somewhat impacted the business environment. The subsidiary made some soft investments to capture the market which had an impact on the margins in the short-run. The consolidated financials are attached to this Annual Report separately.

D. OUTLOOK

The Government''s thrust in improving the Rural Economy is continued in the Budget for the FY 18-19 also, which is expected to increase the disposable income at the hands of the rural population.

This, coupled with the exponential growth of the E-commerce business, is expected to increase the penetration into hitherto untapped markets. The monsoon for this fiscal is also expected to be normal. All these positive factors would help the company to record better growth than the General Economic Growth.

E. 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 center on external factors. The specific concern of late relates to hardening of Aluminum prices. However, your company is confident of passing on any cost escalation to the market without much lag. Your Company is continuously improving its efficiencies and is hopeful of dealing with the various challenges described in the preceding sections. Your Company will not compromise on the objective of growth and improving market share for the sake of short-term profits.

F. MEDIUM-TERM AND LONG-TERM STRATEGY

The various contours of Medium & Long Term strategy are mentioned in detail under Para B above. Based on this the Company has a goal of doubling its top line over the next 5 years which is dependent upon overall GDP growth of domestic economy and revival of global economy. Barring unforeseen circumstances the current operating EBIDTA margin and return on operating capital employed can be improved upon.

G. RISK MANAGEMENT

Your Company has a risk identification and management frame work appropriate to the size of your Company and the environment under which it operates.

Risks are being continuously identified in relation to business strategy, operations and transactions, statutory/legal compliance, financial reporting, information technology system and overall internal control framework.

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

H. SHARE CAPITAL

The paid-up equity share capital as on 31^st March 2018 was Rs,11.56 Crores (PY Rs, 11.66 Crores). During the year one lakh shares were bought back at a consideration of Rs, 70 Crores. The Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

I. 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 retirement of debt 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 around Rs.231 Crores after ''buyback of shares for Rs. 70 Crores and further investments in UK subsidiary to the tune of Rs. 12.87 Crores.

J. CAPITAL EXPENDITURE PLANS

Your company has drawn up a Long Range Plan pursuant to which your Company will be investing in additional capacities and facilities over the next 2-3 financial years the expected outlay being in the region of Rs.250 Crores.

K. INVESTMENTS

During the year your Company invested an additional amount of Rs.12.87 Crores in the wholly owned UK subsidiary. Other than this your Company carries short-term investments in mutual funds as a part of treasury operations as mentioned in para I.

L. 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.

M. DEVELOPMENTS IN HUMAN RESOURCES

The industrial relations across all the manufacturing units has been by and large cordial. Post 31.3.2018 a long-term settlement has been signed with the permanent workmen at the Uttarakhand Unit.

The direct employment strength stood at 1373 as compared to 1295 in the previous year.

FIXED DEPOSIT

The 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 31^st March, 2018.

DIVIDEND

Your directors have recommended payment of dividend of ''30/- per share for the year taking in to account the current profits and the cash requirements of the Company for expanding the business operations.

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 various 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 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) Extract of Annual Return:

Extract of Annual Return (Form MGT-9) is enclosed as Annexure A

(b) Number of Meetings of the Board:

The Board of Directors met 5 (Five) times during the year 2017-18. The details of the Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance.

As per the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder, your Company has in place a Corporate

Social Responsibility Committee which comprises of Mr. T.T. Jagannathan as Chairman and Mr. R Srinivasan, Mr. K Shankaran as Members.

The details relating to the meetings convened, etc. are furnished in the Report on Corporate Governance.

(d) Composition of Audit Committee:

The Audit Committee comprises of Mr. Dileep Krishnaswamy as Chairman, and Mr. R Srinivasan and Mr. Arun K. Thiagarajan as Members. All the members are Independent Directors.

Mr. K Shankaran - Director and Whole-time Secretary is the Secretary of the Committee. More details on the Committee are given in the Report on Corporate Governance.

(e) Related Party Transactions:

The Register of Contracts containing transactions, in which directors are interested, is placed before the Audit Committee/Board regularly.

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

(f) 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. K Shankaran liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

(b) Mr. T.T.Jagannathan''s current contractual term of appointment as Executive Chairman of the Company, expires on 30^th June 2018. The Board of Directors in their meeting held on 12^th April, 2018 re-appointed him for a further period of 5 years, effective 1^st July 2018, subject to the approval of the Shareholders through a special resolution.

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

(iii) Key Managerial Personnel (KMP):

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

- Mr. Chandru Kalro, Managing Director as Chief Executive Officer (CEO) w.e.f. 1^st April 2015.

- Mr. K. Shankaran, Director & Whole time Secretary as Company Secretary; and

- Mr. V. Sundaresan, Senior Vice President -Finance as Chief Financial Officer (CFO).

(iv) Performance Evaluation of the Board, its Committees and Separate meeting of Independent Directors:

Independent Directors. More details on the same are given in the Report on Corporate Governance.

(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. More details on the same are given in the Report on Corporate Governance.

(g) Auditors:

(i) Statutory Auditors and their Report:

M/s. PKF Sridhar & Santhanam LLP who have been appointed as Statutory Auditors at the AGM held on 11^th August 2017 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:

- Appointment for the year 2018-19:

The Board of Directors, on the recommendation of the Audit Committee, appointed Mr. V. Kalyanaraman as Cost Auditor of the Company, for the financial year 2018-19 and fixed their remuneration.

Mr. V. Kalyanaraman has confirmed that his appointment is within the limits of the Section 141 of the Companies Act, 2013 and has also certified that he 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 Mr. V. Kalyanaraman, Cost Auditor, under Item No.4 of the Notice convening the Annual General Meeting.

The Cost Audit Report for the year ended 31^st March 2018 would be filed on or before the due date (i.e.) 27^th September, 2018.

(iii) Secretarial Auditor and Secretarial Audit Report:

The Board had appointed Mr. Parameshwar

G. Hegde, Company Secretary in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2017-18. The Report of the Secretarial Auditor in Form MR-3 is annexed to this report as Annexure "G" The report does not contain any qualification.

(h) Transfer to Investor Education and Protection Fund:

- Unclaimed Dividends for the year ended 31st March, 2010:

Your Company has transferred a sum of Rs. 10,43,490 during the financial year 201718 to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 205C (2) of the Companies Act, 1956. The said amount represents the unclaimed dividends for the year ended 31st March 2010, which were lying unclaimed with the Company for a period of seven years from their respective due dates of payment.

- 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 37,707 Equity Shares of Rs.10 each fully paid-up, in respect of which the dividends unclaimed / unpaid for a period of seven consecutive years, relating to the financial year 2008-09, to the Demat Account of the IEPF Authority held with NSDL & CDSL on 4^th December 2017 & 8^th December 2017.

(i) Disclosure with respect to Demat suspense account / unclaimed suspense account:

Your Company does not have any Unclaimed Shares.

(j) Conservation of Energy:

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

(k) Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 and the Rules made there under are annexed to this Report as Annexure E & Annexure F.

(l) Subsidiary 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

(m) Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013:

During the year, your Company had not given any loan, provided any guarantee OR made any investment under Section 186 of the Companies Act, 2013. Your Company holds 1440 equity shares of Rs.10/- each in TTK Healthcare Limited and 103,00,000 shares of GBP 1 each in TTK British Holdings Limited. Further, 1,400,000 shares are pending allotment by TTK British Holdings Limited as at the date of the Balance sheet

(n) 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.

(o) Whistle Blower Policy:

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the Rules made there under 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 behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics 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/Executive Chairman in exceptional cases.

The Whistle Blower Policy is made available on the website of the Company www.ttkprestige.com.

(p) Obligation of your Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

To prevent sexual harassment of women at work place a new Act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December 2013. Under the said Act, every Company has to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace and has constituted a Committee for implementation of the said policy. During the year 2017-18, there were no complaints.

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;

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 and the employees of the Company.

For and on behalf of the Board

(T.T. JAGANNATHAN)

Executive Chairman

Registered Office:

Plot No.38, SIPCOT Industrial Complex Hosur - 635 126 Tamil Nadu

Date: May 21, 2018

Place : Bengaluru

Mar 31, 2017

The Directors have pleasure in presenting their Sixty First Annual Report, together with the Audited Accounts of the Company, for the year ended 31^st March, 2017 as follows:

FINANCIAL RESULTS (STAND ALONE)

(Rs,in crores)

	2016-17	2015-16
Sales (inclusive of excise duty)	1683.06	1558.82
Other income	6.74	10.37
Exceptional Income/(expense)	1.77	(3.74)
EBIDTA (before Exceptional Income)	201.65	193.27
EBIDTA (Including Exceptional Income)	203.42	189.53
Profit/(Loss) before tax	172.99	166.80
Tax Provision	29.99	51.17
Net Profit/(Loss) after Tax	143.00	115.63
Other Comprehensive Income (Net of Tax )	(0.43)	(0.79)
Total comprehensive Income	142.57	114.84
Transfer to General Reserve	15.00	12.00
Dividend paid /Proposed Dividend (including tax)*	0.00	37.83
Surplus carried to balance sheet	127.57	65.01

* Please see para (g) under Review of Performance

REVIEW OF PERFORMANCE:

a. Each quarter of FY 16-17 witnessed different sets of external factors having a bearing on the overall economy including your Company. The first quarter reeled under severe drought conditions across the domestic market due to deficient monsoon in the preceding couple of years. Owing to the arrival of bountiful monsoon during the second quarter, certain buoyancy was seen till October 2016, the beginning of the 3^rd quarter. A few key geographies like Tamil Nadu, Kerala and parts of Karnataka continued to suffer under severe drought conditions. The demonetization initiative in November 2016 sucked the liquidity in the market leading to sharp decline in consumption both in November and December. This adverse impact continued in the fourth quarter also, except for players who adopted different strategies to attract consumers and to tap the release of pent up demand of the previous quarter. Your Company tailored its strategies in each of these situations and could deliver a domestic growth of around 8%. The YoY growth for the fourth quarter alone was 22% reflecting the resilience of Your Company and its Brands. The overall growth was around 8% including exports.

b. As compared to FY 15-16 the commodity prices hardened during FY 16-17; comparatively the capacity utilization was also moderate hampering full absorption of overheads. In addition some overheads arising out of absorption of the Kitchen Appliance Division under a Scheme of Demerger with Triveni Bialetti Industries P Limited (TBI) were accounted for. Notwithstanding all these factors the EBIDTA registered a moderate growth and EBIDTA margin was maintained at about 12%.

c. As stated in the past years, your company does not follow a stand-alone margin led policy but is focused on growth with a fair long-term return on capital employed. In spite of substantial additions to manufacturing asset base in recent years the operating ROCE was maintained at a healthy 27%.

d. The net profit after tax for the year was Rs.143.00 Crores. The net tax charge was lower as compared to previous year on account of reversal of excess provisions/MAT credit arising out of the retrospective appointed date of 1.4.2012 provided under the Scheme of Arrangement with TBI. Hence the stand alone EPS was Rs 122.81(PY Rs 99.33)

e. Your Company continued to be debt-free as at the end of 31^st March, 2017 and was carrying significant net free cash after investing Rs. 97 Crores in the UK subsidiary.

f. As shareholders are aware, your Company acquired through its UK subsidiary the business of Horwood Homewares Limited effective from April 2016. On a consolidated basis taking into account the performance of UK Subsidiaries, the Sales was Rs.1837.01 crores EBIDTA was Rs.221.24 Crores and EPS Rs.133.23.

g. Your Board had already paid an interim dividend of Rs.15/-per share for the FY 16-17; a final dividend of Rs.12/- is now recommended by your Board.

To sum up, your Board of Directors is of the view that the current year performance is commendable against the background of various external factors described earlier as well as continuing dismal global economic conditions. The market share of the key product categories was maintained across geographies. The e-commerce channel contribution to total sales is on the increase and is less disruptive.

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

MANAGEMENTS'' DISCUSSION AND ANALYSIS

A. ECONOMY / INDUSTRY SCENARIO

The overall domestic economic scenario was somewhat chequred. Government''s initiatives to unearth black money, though beneficial for the economy in the long-run, impacted liquidity in the short-run dampening the Private Final Consumption Expenditure. Despite a good monsoon benefiting major parts of India the trickle down to consumption was moderate. As mentioned earlier, certain geographies in the southern states continue to suffer from severe drought conditions. The global picture was also not encouraging.

Specific initiatives of the Government such as providing gas connections to BPL families, direct cash benefit transfer etc., and the rural and infrastructure thrust envisaged under the Union Budget for 2017-18 coupled with a normal monsoon can drive up the GDP growth in FY 2017-18. The proposed implementation of GST from 1^st July, 2017 is expected to augur well for the organized players in the long-run.

Your Company predominantly operates in the kitchen appliances segment with a wide range of product categories. The product categories broadly consist of Pressure Cookers, Cookware, Gas Stoves and Domestic Kitchen Electrical Appliances. The market for Pressure Cookers is shared amongst organized national branded players, regional players and unorganized players. Over the years, the share of the unorganized players has been gradually coming down as there has been a shift in the consumer preference to reliable branded products. The market for organized brands is estimated at about 60% of the total market. The share of unorganized players is greater for cookware as compared to pressure cookers. For the rest of the product categories, the market structure is fragmented and the share and the role of regional brands and unorganized players continue to be significant.

As mentioned in the last year''s Annual Report your company is entering categories adjacent to Kitchen thus expanding the business to cover select home appliances and requisites keeping in view the ''mind share'' of your Company''s core customer, the home maker and building around the trust and goodwill your Company and its brands enjoy with its core customer base. This extended segment would henceforth include Cleaning Solutions, Irons, Lanterns, Water filters etc., Each of the product-line within the Home portfolio has competition both from organized and unorganized players. Your company''s focus is to bring in upgraded differentiated products at several price points to get a sizable addition to the overall turnover of the Company to start with and establish a decent market share in the long run.

Continued sluggish economic scenario is hampering spend from core middle-class giving room for down-trading by some regional brands and cropping up of some unorganized players. As a result, value added products in general witnessed a better performance.

The kitchen appliance category is also witnessing entry of quite a few players - regional, national as well as global players who have brand strength mostly in non-kitchen appliance business.

Going forward, proactive innovation and product differentiation will be the key to stay ahead in the market place.

OPPORTUNITIES, THREATS AND COMPANY''S RESPONSE

a. Opportunities within the Kitchen Domain:

The core vision of the company has been ''A Prestige in every Indian Kitchen''; the core mission being ''Quality products at affordable prices''.

Driven by the above vision duly supported by the strengths outlined earlier your Company has been continuously broad basing its product offerings, customer segments and geographical coverage. Continuous interaction with the ultimate user of the product has been helping your Company in identifying the pain points and offering solutions in the form of innovative products, concepts and consumer offer of bundled products for a holistic use. This focus helps your Company to create opportunities even in the face of depressed consumer sentiment.

Given the fact that vast sections of Indian homes are to yet to equip their kitchens with various products- whether unbranded or branded- there is a significant opportunity in the long-run for every product category of your Company in the kitchen domain. Your Company''s growth over the last decade has largely come from tapping urban markets and offering innovative products at price points relevant to this consumer segment. Aided by the State policy of providing LPG connections to rural households and electrification of rural areas across India, rural markets are expected to drive growth in the coming years. Your company has geared its innovation efforts to offer a slew of products to the rural segment with appropriate price points.

Your Company is slated to launch around 100 new SKUs in the financial year 2017-18

Your Company continues to see a significant opportunity to increase its share of business in the non-south markets.

b. Opportunities adjacent to Kitchen Domain:

As outlined in the earlier sections of this report, your Company has been constantly in the lookout for offering products adjacent to the Kitchen Domain keeping the mind-share of the core customer. The response from the few markets where the products have been placed has been encouraging. These adjacencies can become a growth driver in the years to come.

c. Opportunities outside India: -Overseas Acquisition/Export Thrust

Shareholders are aware of the acquisition of the branded business of Horwood Home wares Limited through the overseas subsidiary TTK British Holdings Limited. Your Company is expected to leverage this acquisition for developing global business. Any further opportunity, appropriate to the size of your company will be examined. Your Company has kept all its India based manufacturing facilities ''export ready'', by meeting global standards in every respect - technology, manufacturing, processes, green initiatives and governance. These are expected to drive white-label exports as well as exports to overseas brands acquired by your Company. Your Company envisions to be a significant part of "Make In India'''' policy of the Government of India.

d. Channel Management and Service Network:

Over the last few years the method of reaching the ultimate consumer is undergoing a churn. Every channel - traditional dealers, modern format stores, exclusive retail network or online stores - is rediscovering and re-orienting itself to maximize footfalls. This process has thrown in opportunities as well as conflicts besides disruptions. Your Company is fully seized of the situation and has put in place strategies to leverage every channel to reach the ultimate consumer.

Prestige Smart Kitchen network continues to provide a significant contribution to the total domestic sales. Current focus is on consolidation and rationalization based on quality of the network rather than quantity. Due to this process, the same store growth has been satisfactory. The current strength of the network is 531.

e. Threats:

C. 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:

('' in crores)

		2016-17		2015-16
	Domestic	Export	Total	Domestic	Export	Total
Pressure Cookers(including Microwave Pressure Cookers)	561.10	34.35	595.45	522.45	34.15	556.60
Cookware	274.43	5.91	280.34	272.69	2.53	275.22
Kitchen Electrical Appliances	491.69	0.89	492.58	446.73	1.09	447.82
Gas Stoves	229.88	0.89	230.77	209.53	1.40	210.93
Home Appliances	24.71	0.00	24.71	6.32	0	6.32
Others	58.15	1.06	59.21	61.11	0.82	61.93
Total	1639.96	43.10	1683.06	1518.83	39.99	1558.82

a. Domestic Sales grew by about 8% and the Export Sales by 7.8%.

b. The Pressure Cooker and cookware category registered a growth of 6.98% and 1.86% respectively. The lower growth was due to depressed market conditions in parts of South India as well as subdued demand for non-premium products.

c. Gas stoves recorded a growth of around 9.5% while kitchen electrical appliances grew by around 10%.

d. ''Cleaning Solutions'' introduced in select markets for part of the year was received well and contributed around Rs.13 crores to the Sales.

e. The EBIDTA before exceptional items margin for the year was about 12% as compared to 12.40% in the previous year. This marginal drop was caused by the factors already mentioned earlier in this report.

f. The overall pay-roll cost ratio to Sales was around 7.16% as compared to 7.07 % in the previous year.

g. The interest cost during the year was Rs.5.13 crores (PY Rs.1.84 crores). The higher interest outflow was on account of transitional borrowings. The Company continued to be debt free and carried a sizeable cash balance at the year end.

i. During the year under report your Company introduced around 109 new SKUs covering Pressure Cookers, Induction Cook Tops, Mixer Grinders, Rice Cookers, Gas Stoves and other small electric/nonelectric appliances and cleaning solutions. All these introductions received good response.

j. PSK network was consolidated and rationalized where necessary. The number of outlets as at 31.3.2017 was 531. The network now covers 26 States and 302 towns. The spread of the network is also evenly distributed between Metros, MiniMetros, Tier 1, Tier 2 and Tier 3 cities. About 65% of the Stores are located in South and the balance in Non-South.

2. Properties & Investment :

The shareholders are aware that your Company has handed over the development of the Dooravani Nagar, Bangalore property to Rajmata Realtors (Salarpuria) for developing an office cum residential complex. Your Company has completed arrangements for monetizing its share of rights and the proceeds have started to flow in and expects completion of realization of proceeds during the FY 17-18. Accrual of income from this source will be reflected in the quarterly results from the first quarter of FY 17-18.

3. Overseas Subsidiary & Consolidated Results:

As the shareholders are aware, your Company through its wholly owned subsidiary TTK British Holdings Limited, acquired the ultimate operating subsidiary Horwood Home wares Limited, UK. This acquisition was made in April 2016, prior to the impact of Brexit. It is heartening to note that this business withstood the shock of Brexit and delivered a sale of GBP 16.2 million with operating EBIDTA of GBP 2.3 million. The UK operations are managed by the whole-time directors and senior management based in UK. The consolidated statement of results is separately attached to this annual report.

D. OUTLOOK

The Central Government Budget for 2017-18 has a major thrust on rural economy including investments in infrastructure and direct transfer of subsidies. The overall consumer sentiment is expected to pick up. The demonetization and the digital payment policies coupled with the expected implementation of GST is expected to drive the formal economy and render the market more organized. Depending on the progress of a normal monsoon and the impact of the Central Government''s budget on rural economy and infrastructure, a GDP growth of 7.5% is expected. All these augur well for the overall economy. Your Company''s specific plans such as category expansion, market expansion to enlarge its customer base in select rural areas, global and export initiatives, etc., can help your Company to grow at a better pace than the economy.

E. 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 center on external factors. Your Company is continuously improving its efficiencies and is hopeful of dealing with the various challenges described in the preceding sections. Your Company will not compromise on the objective of growth and improving market share for the sake of short-term profits.

F. RISK MANAGEMENT

Your Company has a risk identification and management frame work appropriate to the size of your Company and the environment under which it operates.

Risks are being continuously identified in relation to business strategy, operations and transactions, statutory/legal compliance, financial reporting, information technology system and overall internal control framework.

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

G. SHARE CAPITAL

The paid up equity share capital as on 31^st March 2017 was Rs.11.66 Crores (PY Rs.11.65 crores). During the year 9979 equity shares were allotted to the shareholders of Triveni Bialetti Industries (P) Limited pursuant to the Scheme of Arrangement sanctioned by the Hon''ble High Courts of Madras and Bombay. The Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

H. 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 retirement of debt 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 cash equivalents of around Rs.14 crores and short term investments of around Rs. 75 crores after investing Rs.97 crores in the UK Subsidiary.

I. INVESTMENTS

During the year your Company invested an amount Rs.97 crores in the wholly owned UK subsidiary, TTK British Holdings Limited in order to acquire through them Hor-wood Homewares Limited, being the ultimate operating subsidiary in UK. Other than this your Company carries short-term investments in mutual funds as a part of treasury operations.

J. 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.

K. DEVELOPMENTS IN HUMAN RESOURCES

In pursuit of the Long-Range Plan, your Company has forayed into overseas markets by establishing a subsidiary in UK. Your company is also expanding its operations beyond kitchen. Having due regard to entering new frontiers your Company has implemented strategic HR initiatives covering talent management, leadership development, succession management etc. The in-house Human Resource Department is constantly being strengthened. A host of people development programmes are put in place on a continuous basis.

The industrial relations across all the manufacturing units has been cordial.

The direct employment strength stood at 1295 as compared to 1217 in the previous year.

SCHEME OF ARRANGEMENT:

During FY 2012-13, the Board of Directors of your Company approved a Scheme of Arrangement (Demerger) whereby the Kitchen Appliances Division of Triveni Bialetti Industries Private Limited (TBI), (a subsidiary of Bialetti Industries SpA., Italy) with all its assets, rights, liabilities, obligations, etc., would be vested in TTK Prestige Limited (Company) at book values, the Appointed Date being 1st April, 2012. All profits, losses etc. on and from 1.4.2012 and the benefit of accumulated losses relating to the said Division as on that date would accrue to the Company.

The Scheme was approved by the Stock Exchanges and further approved by the Honourable High Court, Madras on 13.12.2013 subject to sanction of the Scheme by the Hon''ble High Court, Bombay being the jurisdictional court of the Transferor. The Hon''ble High Court, Bombay by its order of 28.1.2016 sanctioned the Scheme. With the sanction of the Scheme by the Hon''ble High Court, Bombay (the jurisdictional Court of the Transferor) the Scheme acquired the necessary legal sanction. However, the Scheme could not be given effect due to the ''status quo'' orders on account of some disputes raised by a 6% minority shareholder of TBI before various forums. Pending admission of the appeal of the said minority by the Division Bench of High Court, Bombay, the status quo orders ceased during the FY 2016-17 and the said Division stands fully absorbed in to the Company with effect from the appointed date of 1.4.2012. Consequently, necessary effect has been given in the books of accounts during FY 2016-17 and necessary disclosures have been made in the financial statements and the notes thereto.

Dr. T.T. Mukund, who was coopted in the casual vacancy created by the resignation of Dr. Mrs. Latha Jagannathan retires by rotation and is eligible for re-appointment. The information on the retiring Director is provided in the Notice calling the Annual General Meeting.

FIXED DEPOSIT

The 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 31^st March, 2017.

DIVIDEND

Your directors had already approved payment of interim dividend of Rs.15/- per share for the year and the same was paid to shareholders in May 2017. Your Directors recommend a final dividend of Rs.12/- per share taking in to account the current profits and the cash requirements of the Company for expanding the business operations.

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 various factors both internal and external. Therefore, the investors are requested to make their own independent judgments by taking into account all relevant factors before taking any investment decision.

CORPORATE GOVERNANCE

Report on Corporate Governance is separately presented as part of the Annual Report. Management Discussion and Analysis is included in this Board''s Report in the preceding sections.

BUSINESS RESPONSBILITY 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) Extract of Annual Return:

Extract of Annual Return (Form MGT-9) is enclosed as Annexure A

(b) Number of Meetings of the Board:

The Board of Directors met 6 (Six) times during the year 2016-17. The details of the Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance.

As per the provisions of Section 135 of the Companies Act, 2013 and the Rules made there under, your Company constituted the Corporate Social Responsibility Committee which comprises of Mr. T.T. Jagannathan as Chairman and Mr. R Srinivasan, Mr. K Shankaran as Members.

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 was recommended to the Board and the Board adopted the same. The said policy was also made available on the website of the Company http://www.ttkprestige.com. The Annual Report under CSR Activities is annexed to this report as Annexure B.

The details relating to the meetings convened, etc. are furnished in the Report on Corporate Governance.

(d) Composition of Audit Committee:

The Audit Committee comprises of Mr. Dileep Krishnas-wamy as Chairman, and Mr. R Srinivasan and Mr. Arun K. Thiagarajan as Members. All the members are Independent Directors.

Mr. K Shankaran - Director and Whole-time Secretary is the Secretary of the Committee. More details on the Committee are given in the Report on Corporate Governance.

(e) 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.

The Register of Contracts containing transactions, in which directors are interested, is placed before the Audit Committee / Board regularly.

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

(f) 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:

Dr. T.T. Mukund, liable to retire by rotation at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

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

(iii) Key Managerial Personnel (KMP):

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

- Mr. Chandru Kalro, Managing Director as Chief Executive Officer (CEO) w.e.f. 1^st April 2015.

- Mr. K. Shankaran, Director & Whole time Secretary as Company Secretary; and

- Mr. V. Sundaresan, Senior Vice President - Finance as Chief Financial Officer (CFO).

(iv) Performance Evaluation of the Board, its Committees and Separate meeting 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 3 separate meetings of Independent Directors were held to consider various aspects of Management of the Company as well as to review the performance of the Board and Non-Independent Directors''. More details on the same are given in the Report on Corporate Governance.

(v) Remuneration Policy:

(g) Auditors:

(i) Statutory Auditors and their Report:

In accordance with the provisions Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, M/s S. Viswanathan, LLP, Chartered Accountants, Chennai (Firm Registration No. 004770S/S200025) who were appointed as Statutory Auditors, for a term of three years to hold office from the conclusion of 58^th Annual General Meeting till the conclusion of 61^st Annual General Meeting can hold office only till conclusion of ensuing Annual General Meeting.

The Audit Committee has recommended that M/s. PKF Sridhar & Santhanam (Firm Registration No.003990S/ S200018) be appointed as Statutory Auditors of the Company from the financial year 2017-18. Subject to the approval of the Shareholders and in accordance with the applicable provisions of the Companies Act, 2013, they can hold office for a period of 5 years from the commencement of 61^st Annual General Meeting till the conclusion of the 66^th Annual General Meeting. Necessary resolution seeking the approval of the Shareholders is included in the Notice for the Annual General Meeting.

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

(ii) Cost Auditor and Cost Audit Report:

- Appointment for the year 2017-18:

The Board of Directors, on the recommendation of the Audit Committee, appointed Mr. V. Kalyanara-man as Cost Auditor of the Company, for the financial year 2017-18 and fixed their remuneration.

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 there under, the approval of the Members is sought by means of an Ordinary Resolution for the remuneration payable to Mr. V. Kalyanaraman, Cost Auditor, under Item No.5 of the Notice convening the Annual General Meeting.

The Cost Audit Report for the year ended 31^st March, 2017 would be filed on or before the due date (i.e.) 27^th September, 2017.

(iii) Secretarial Auditor and Secretarial Audit Report:

The Board had appointed Mr. Parameshwar G. Hegde, Company Secretary in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2017-18. The Report of the Secretarial Auditor in Form MR-3 is annexed to this report as Annexure "G". The report does not contain any qualification.

(h) Transfer to Investor Education and Protection Fund:

Your Company has transferred a sum of Rs.5,41,850 during the financial year 2016-17 to the Investor Education and Protection Fund established by the Central

Government, in compliance with Section 205C(2) of the Companies Act, 1956. The said amount represents the unclaimed dividends for the year ended 31^st March, 2010, which were lying unclaimed with the Company for a period of seven years from their respective due dates of payment.

(i) Disclosure with respect to demat suspense account / unclaimed suspense account:

Your Company does not have any Unclaimed Shares.

(j) Conservation of Energy:

(k) 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 E & Annexure F.

(l) Subsidiary Company:

Your Company has an overseas subsidiary by name TTK British Holdings Limited which was incorporated in the United Kingdom on 24^th March 2016 and capitalized during the FY 16-17. TTK British Holdings Limited (TTK Brit). TTK Brit holds entire share capital of Horwood Homeware Holdings Limited which in turn holds 100% of Horwood Home wares Limited being the ultimate operating subsidiary.

(m) Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013:

During the year, your Company had not given any loan, provided any guarantee OR made any investment under Section 186 of the Companies Act, 2013. Your Company holds 1440 equity shares of Rs.10/- each in TTK Healthcare Limited and 103,00,000 shares of GBP 1 each in TTK British Holdings Limited. Your Company had in the past provided secured inter-corporate loan/deposit of Rs.18.75 crores to Triveni Bialetti Industries P. Ltd., (TBI), which now stands adjusted post sanction of the Scheme with TBI by the Courts.

(n) 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.

(o) Whistle Blower Policy:

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the Rules made there under and also SEBI (LODR) Regulations, 2015, your Company established 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, 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 / Executive Chairman in exceptional cases.

The Whistle Blower Policy is made available on the website of the Company http://www.ttkprestige.com.

(p) Obligation of your Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

In order to prevent sexual harassment of women at work place a new Act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act, every Company has to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace and has constituted a Committee with a NGO as one of its Members, for implementation of the said policy. During the year 2016-17, there were no complaints.

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;

d. that they have prepared the annual accounts on a going concern basis; and

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.

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 and the employees of the Company.

For and on behalf of the Board

(T.T. JAGANNATHAN)

Executive Chairman

Registered Office:

Plot No.38, SIPCOT Industrial Complex,

Hosur - 635 126 Tamil Nadu

Place : Bangalore

Dated : 30^th May, 2017

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Fifty Ninth Annual Report, together with the Audited Accounts of the Company, for the year ended 31st March, 2015 as follows:

FINANCIAL RESULTS (Rs. in lakhs) 2014-15 2013-14

Sales (inclusive of excise duty) 142142 132338

Other income 510 788

Exceptional Income 244 696

EBIDTA 15434 16810 (before net Exceptional Income)

EBIDTA 15678 17506 (Including net Exceptional Income)

Profit/(Loss) before tax 13330 15175

Tax Provision 4098 3996

Net Profit/(Loss) after Tax 9232 11179

Transfer to General Reserve 1000 1200

Proposed Dividend (including tax) 3083 2724

Surplus carried to balance sheet 5149 7255

Review of performance :

a. Your Company''s current year performance has to be judged from the background of continuing sluggish economy coupled with weak consumer demand and most importantly from the point of view of investments being made even during this sluggish phase keeping in view the long-term health of your Company. The investments have been not only in the nature of capital assets creating capacity for the long-term but also revenue expenses in building brand, distribution and human capital for the future. Therefore these measures do have a transient impact on margins which can improve over a period of time once the investments start fuelling growth.

b. Shareholders are also aware that your Company does not follow a standalone margin-led policy but is focussed on growth with a fair long-term return on capital employed.

c. Your Company is back to growth path, albeit at a lower rate of 7.4% after a decline of around 4% in the previous financial year. This growth is in line with the overall economic growth notwithstanding specific factors affecting the growth in appliances segment in general. It is to be noted that the channel conflict on account of entry of on- line channels had some adverse impact on primary sales for the year especially the period between August 2014 and February 2015.

d. While there has been recovery in business growth, the EBIDTA prior to exceptional items declined by about 8% from Rs. 168.10 crores to Rs. 154.34 crores after providing for CSR contributions of about Rs. 3.38 crores. The operating EBIDTA margin was around 11% as compared to 12.7% in the previous year. The background for this decline is stated in para ''a'' above. The capacity building initiatives coupled with soft investments in brand building, distribution, service network and human resources resulted in transient under absorption of overheads. There was also some lag in passing on input costs on account of pipeline inventory. The product mixes in certain appliance categories while contributing to volume growth resulted in a lower absolute value in top line and thus lower absolute margins.

e. Net profits declined by about 17% from Rs. 111.79 crores to Rs. 92.32 crores due to higher provision for depreciation on account of the changes brought about by Companies Act 2013 and also higher provision for taxation as the 100% benefits from Uttarakhand units are reduced to 30% from 2014-15 onwards. As a result the Earnings per Share stood at Rs. 79.30 (PY Rs. 96.78).

f. Your Company became debt-free as at the end of 31st March, 2015 and is carrying significant net free cash.

g. In spite of substantial additions to manufacturing asset base and lower capacity utilisation the ROCE was healthy at 24.20%.

h. Your Board has recommended a higher dividend of Rs. 22/- per share (PY Rs. 20/- per share) a gross pay-out ratio (including dividend distribution tax) in excess of 30% of net profits.

Your Board of Directors is of the view that the current year performance is commendable taking into account the general sluggish economy both domestic and global. The market share of the key product categories was maintained or improved across geographies which are key-factors to note.

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

Aawards and recognitions

Your Company continued to be recognized by various agencies for its high quality performance in various parameters. During the Financial Year 14-15, your Company bagged the following awards.

1. D & B top 500 Companies Award May 2014-15

2. Frost and Sullivan Award 2014-15

3. World Brand Summit Award

4. Readers Digest Most trusted brand

5. ET Now Best Brand Award

6. Asia''s Most promising brand in kitchen appliances segment

7. 100 most valuable brands of the year

8. Franchisee India Award - Home products

9. Award for Retail Excellence in Home Products & office Equipment

Your Company''s brand Prestige continues to be recognized as the Super Brand in the Kitchen Appliances Segment

DIRECTORS

Mr. Ajay I. Thakore, an Independent Director stepped down from the office as at the closing hours of 31st March, 2015. Mr. Thakore was a Director on your Board for nearly 40 years giving valuable guidance from time to time. The Board placed on record its deep appreciation for the services rendered by Mr. Thakore during his tenure on the Board.

Mr. S. Ravichandran, Managing Director, retired from the services of the Company with effect from the closing hours of 31st March, 2015. He was with the Company first as Joint Managing Director from 5th February, 1997 and as Managing Director since 2001. He has contributed significantly to the turnaround and growth of the Company during his 18 year association with your Company. The Board placed on record its deep appreciation for the unstinting efforts and contributions made by Mr. S. Ravichandran.

Mr. Murali Neelakantan, a legal professional, with vast exposure to commercial and corporate laws both in India and abroad, has joined your Board as Independent Director effective from 25th March, 2015 having been appointed by the shareholders through postal ballot. Mr. Arun Thiagarajan, Mr. Dileep Krishnaswamy and Dr. (Mrs.) Vandana Walvekar have been reappointed as Independent Directors with effect from 25th March, 2015 by the shareholders through postal ballot. All these directors have been appointed for a period of 5 years and are not liable to retire by rotation.

Pursuant to the request of Dr. (Mrs) Latha Jagannathan, a Promoter Non-executive Director your Board decided to accept her resignation with effect from the closing hours of 27th May, 2015. The Board placed on record its deep appreciation for the services rendered by Dr. (Mrs.) Latha Jagannathan during her tenure on the Board.

As per the recommendation of Nomination and Remuneration Committee, your Board decided to co-opt Dr. T.T. Mukund in the casual vacancy caused by the resignation of Dr. (Mrs) Latha Jagannathan. The appointment of Dr. T.T. Mukund as Non-independent/Non-executive Director takes effect from 29th May, 2015.

Dr. T.T. Mukund is the son of Mr. T.T. Jagannathan, Executive Chairman and belongs to the Promoter Group. He is 38 years of age and is presently Reader National Centre for Biological Services, Bengaluru. He graduated from Cornell University, USA and did Ph.D. (Physics) at Massachusetts Institute of Technology, Cambridge, MA.

Mr. K. Shankaran retires by rotation and is eligible for re-appointment. The information on the retiring Director is provided in the Notice calling the Annual General Meeting.

FIXED DEPOSIT

Pursuant to the provisions of Section 74 of the Companies Act, 2013 your Company has, during the year 2014-15 repaid all the deposits accepted from public. There are no deposits outstanding or remaining unpaid as at the end of 31st March, 2015.

DIVIDEND

Your directors recommend payment of a dividend of Rs. 22/- per share for the year as compared to Rs. 20/- per share declared for the previous year.

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 various factors both internal and external. Therefore, the investors are requested to make their own independent judgments by taking into account all relevant factors before taking any investment decision.

CORPORATE GOVERNANCE

Report on Corporate Governance is separately presented as part of the Annual Report. Management Discussion and Analysis is included in this Directors'' Report in the preceding sections.

LISTING

Your Company''s shares are listed in the BSE Limited and National Stock Exchange and the applicable listing fees have been paid.

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

(a) Extract of Annual Return:

Extract of Annual Return (Form MGT-9) is enclosed as Annexure A

(b) Number of meetings of the Board:

The Board of Directors met 6 (six) times during the year 2014-15. The details of the Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance.

(c) Corporate Social Responsibility (CSR) Committee:

As per the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder, your Company constituted the Corporate Social Responsibility Committee which comprises of Mr. T.T. Jagannathan as Chairman, Mr. R Srinivasan, Mr. K Shankaran and Dr. (Mrs) Latha Jagannathan as Members.

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 was recommended to the Board and the Board adopted the same. The said policy was also made available on the website of the Company http://www.ttkprestige.com. The Annual Report under CSR Activities is annexed to this report as Annexure B.

The details relating to the meetings convened, etc. are furnished in the Report on Corporate Governance.

(d) Composition of Audit Committee:

The Board has reconstituted the Audit Committee on 21st August, 2014, in accordance with the provisions of Section 177 of the Companies Act, 2013 and the Rules made thereunder and Clause 49 of the Listing Agreement, which comprises of Mr. Dileep Krishnaswamy as Chairman, Mr. R Srinivasan and Mr. Arun Thiagarajan as Members. Mr. K Shankaran - Director and Secretary is the Secretary of the Committee. More details on the Committee are given in the Report on Corporate Governance.

(e) 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 a 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 Listing Agreement. The Policy as approved by the Board is uploaded on the Company''s website at http://www.ttkprestige.com.

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

(f) Directors and Key Managerial Personnel:

None of the Directors are disqualified from being appointed or holding office as Directors, as stipulated under Section 164 of the Companies Act, 2013.

(i) Retirement / Cessation:

- Mr. S Ravichandran retired from the position of Managing Director with effect from the closing hours of 31st March, 2015.

- Mr. Ajay I Thakore retired from the office of Independent Director at the closing hours of 31st March, 2015.

- Dr. (Mrs) Latha Jagannathan retired from the office of Non-Executive Director with effect from the closing hours of 27th May, 2015.

- Dr. T.T. Mukund was co-opted in the casual vacancy caused by the resignation of Dr. (Mrs.) Jagannathan with effect from 29th May, 2015.

(ii) Appointment / Re-appointment of Directors:

(a) Pursuant to the provisions of Section 149 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder and as per Clause 49 of the Listing agreement, the following Directors were appointed as Independent Directors of the Company:

- Mr. R. Srinivasan was appointed as an Independent Director, effective 21st August, 2014, for a term of five years, not liable to retire by rotation at the 58th Annual General Meeting held on 21st August, 2014.

- Dr. (Mrs.) Vandana Walvekar, Mr. Dileep Krishnaswamy and Mr. Arun Thiagarajan and Mr. Murali Neelakantan were appointed as Independent Directors, effective 25th March, 2015, for a term of five years, not liable to retire by rotation through the conduct of Postal Ballot including e-Voting.

(b) Mr. K Shankaran, liable to retire by rotation at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

(iii) 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 Clause 49 of the Listing Agreement. The terms and conditions of appointment of the Independent Directors are posted on the website of the Company http://www.ttkprestige.com.

(iv) Key managerial Personnel (KMP):

The Board at its meeting held on 21st August, 2014, confirmed the following managerial personnel as Key Managerial Personnel (KMP):

- Mr. S. Ravichandran, Managing Director as Chief Executive Officer (CEO) till 31st March, 2015

- Mr. K Shankaran, Director & Wholetime Company Secretary as Company Secretary; and

- Mr. V Sundaresan, Sr. Vice President - Finance as Chief Financial Officer (CFO).

Mr. Chandru Kalro has been appointed as Managing Director/CEO with effect from 1st April, 2015 pursuant to approval of his appointment by shareholders through postal ballot carried out during March, 2015.

(v) Performance Evaluation of the Board, its Committees and the directors:

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Report on Corporate Governance.

(vi) 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. More details on the same are given in the Report on Corporate Governance.

(g) Auditors:

(i) Auditors and their Report:

In accordance with the provisions Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, M/s S Viswanathan, Chartered Accountants, Chennai (Firm Registration No. 004770S) were appointed as Statutory Auditors, for a term of three years to hold office from the conclusion of 58th Annual General Meeting till the conclusion of 61st Annual General Meeting, subject to ratification by the members at every Annual General Meeting.

Accordingly, a Resolution seeking members'' ratification for their appointment from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company is included under Item No. 4 of the Notice convening the Annual General Meeting.

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

(ii) Cost Auditor and Cost Audit Report:

- Appointment for the year 2015-16:

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 Mr. V. Kalyanaraman as Cost Auditor of the Company, for the financial year 2015-16 and fixed their remuneration.

Mr. V. Kalyanaraman has confirmed that his appointment is within the limits of the Section 141 of the Companies Act, 2013 and has also certified that he 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 Mr. V. Kalyanaraman, Cost Auditor, under Item No.5 of the Notice convening the Annual General Meeting.

The Cost Audit Report for the year ended 31st March, 2015 would be filed on or before the due date (i.e.) 27th September, 2015.

- Cost Audit Report for the year 2013-14:

The Cost Audit Report for the financial year ended 31st March, 2014 was filed on 4th April, 2015, vide SRN S37174786 on the Ministry of Corporate Affairs website.

(iii) Secretarial Auditor and Secretarial Audit Report:

The Board had appointed Mr. Parameshwar G Hegde, Company Secretary in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The Report of the Secretarial Auditor in Form MR-3 is annexed to this report as Annexure G. The report does not contain any qualification.

(h) Transfer to Investor Education and Protection Fund:

Your Company has transferred a sum of Rs. 4.12 lakhs during the financial year 2014-15 to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013. The said amount represents the unclaimed dividends for the year ended 31st March, 2007, which were lying unclaimed with the Company for a period of seven years from their respective due dates of payment.

(i) unclaimed shares

In terms of Clause 5A of the Listing Agreement, the Company has opened a Suspense Account for holding the unclaimed share. The number of such share at the beginning of the year was 1,600 and the number of shareholders were 12. No movement has taken place during the financial year 2014-15. The voting rights on the shares in the suspense account as on 31st March, 2015 shall remain frozen till the rightful owners of such shares claim the shares.

(j) Conservation of Energy:

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

(k) 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 E & Annexure F.

(l) subsidiary Company:

Your Company does not have any Subsidiary.

(m) Loans, Guarantees and investments under section 186 of the Companies Act, 2013:

During the year your Company had not given any loan, provided any guarantee OR made any investment under Section 186 of the Companies Act, 2013. Your Company holds 1440 equity shares of Rs. 10/- each in TTK Healthcare Limited. Your Company had in the past provided secured inter-corporate loan/deposit of Rs. 18.75 crores to Triveni Bialetti Industries P Ltd, an unrelated party with whom your Company has business transactions and this amount is still carried.

(n) 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.

(o) Whistle Blower Policy:

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the Rules made thereunder and also Clause 49 of the Listing Agreement, your Company established 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, 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 / Executive Chairman in exceptional cases.

The Whistle Blower Policy is made available on the website of the Company http://www.ttkprestige.com.

(p) Obligation of your Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

In order to prevent sexual harassment of women at work place a new Act,The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace and has constituted a Committee with a NGO as one of its Members, for implementation of the said Policy. During the year 2014-15, there were no complaints.

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; and

d. that they have prepared the annual accounts on a going concern basis; and

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.

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 and the employees of the Company.

For and on behalf of the Board

(T.T. JAGANNATHAN) Executive Chairman

Registered Office : Plot No. 38, SIPCOT Industrial Complex, HOSUR - 635 126, Tamil Nadu.

Place : Bengaluru Dated : 27th May, 2015

Mar 31, 2014

Dear Members,

(Including Management Discussion and Analysis Report)

The Directors have pleasure in presenting their Fifty Eighth Annual Report, together with the Audited Accounts of the Company, for the year ended 31st March 2014 as follows:

FINANCIAL RESULTS

(Rs. in lakhs)

2013-14 2012-13

Sales (inclusive of excise duty) 132338 138589

Other income 788 473

Exceptional Income 696

EBIDTA 16810 20845 (before net Exceptional Income)

EBIDTA 17506 20845 (Including net Exceptional Income)

Profit/(Loss) before tax 15175 18520

Tax Provision 3996 5211

Net Profit/(Loss) after Tax 11179 13309

Transfer to General Reserve 1200 1500

Proposed Dividend (including tax) 2724 2322

Surplus carried to balance sheet 7255 9487

REVIEW OF PERFORMANCE :

Your Company is focussed on growth with a fair return on capital employed. Your Company does not follow a standalone margin- led strategy. Therefore the performance has to be understood in the light of the philosophy followed by your Company.

- After a decade of high growth and a CAGR in excess of 25%, your company for the first time witnessed a drop of 4.5% in topline largely due to sudden shifts in government policy, economic slowdown across the country, more trying economic climate in most of the southern markets and deteriorating consumer sentiment across categories in the backdrop of unprecedented inflation in articles of daily consumption. In sum and substance a host of external factors impacted the growth path of your company both in domestic market and export market. .

- More specific to your Company was the high base effect in the previous year due to Induction Stove and its bundled products which declined by 38% solely due to shift in Government Policy on domestic cooking gas cylinder subsidies. In the rest of the category the growth in domestic sale was around 8% which can be considered significant in this economic climate. In fact your Company registered impressive growths in mixer-grinders, gas stoves, Inner-lid pressure cookers and in general in all value added products.

- Not deterred by general sentiment your company launched an all new brand campaign using India''s leading celebrity couple as brand ambassadors and introduced several new and advanced models of various products. This has ensured that your Company''s brand salience is kept more prominent and market share was either maintained or improved across product categories and markets.

- The impact on topline also impacted EBIDTA (before exceptional items) and Profit after tax which declined by 19.4% and 16% respectively.

- Your Company did get some boost to profits due to receipt of enhanced compensation and interest aggregating to Rs.8.10 crores through a court order relating to portions of industrial land of your Company acquired by the Government about 10 years back. Your Company also incurred a sum of Rs. 1.14 crores on a VRS scheme in the Hosur factory. The net exceptional income was therefore Rs.6.96 crores

- The operating EBIDTA margin was 12.70% as compared to 15% in the previous year, the drop largely being attributable to under-absorption of some overheads owing to drop in sales.

- Earnings per Share stood at Rs. 96.78 (Previous Year Rs. 117.35).

- The ratio of Operating EBIDTA/ Operating Capital employed (excluding CWIP) in the Kitchen Segment is 27.62%. This is on a substantially increased asset base due to capitalization of the Gujarat facilities which can be used to optimum potential only in the next few years.

- Your Board of Directors are of the view that the current year performance is commendable in the light of several external factors which are not under the control of the management and that the constant efforts to derisk your Company from being dependent on a few products and markets have made your Company withstand the onslaught of several adverse external factors in one single year.

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

AWARDS AND RECOGNITIONS

Your Company continued to be recognized by various agencies for its high quality performance in various parameters.

(1) Your Company''s brand Prestige continues to be recognized as the Super Brand in the Kitchen Appliances Segment. The Company also won the "The Trusted Brand Award" during the year.

(2) Your Company was honoured with the Dun & Bradstreet - Manappuram Finance Limited Corporate Awards 2014 in the Consumer Durable/Domestic Appliances Sector. Your Company is listed among the top 500 Companies 2014.

(3) In the area of Retail your Company has bagged :

(a) the award for the Best Franchiser in the "Home" category - for the 8th year in a row.

(b) the Award for Best Retailer in Home & Office Category - for the 4th year in a row.

(4) The "Thought Leadership Award" for the best team was won by the Company and your Chairman Mr. T.T. Jagannathan has been honoured with the most coveted "Award for Excellence in improving Performance through Leadership."

(5) Some of your Company''s key executives have also been recognized by reputed external Agencies:

(a) Mr. Chandru Kalro won the "Marketing Thought Leader of the Year" Award and

(b) Mr. K.G. George was adjudged as" one of the Top 50 Retail Professionals"

DIRECTORS

Mr. T.T. Raghunathan and Dr. (Mrs) Latha Jagannathan retire by rotation and are eligible for re-election. The information on these retiring Directors is provided in the Notice calling the Annual General Meeting.

Mr. R. Srinivasan is an independent director and in terms of the earlier reappointment holds office till the ensuing Annual General Meeting. As he fulfills the qualifications required to hold the office of independent director, he is proposed to be appointed as independent director for a period of five years in accordance with the provisions of Companies Act, 2013. The requisite particulars are provided in the notice calling the Annual General Meeting.

FIXED DEPOSIT

The Fixed Deposits aggregated to Rs. 189.89 lakhs as on 31st March 2014. There were 2 unclaimed deposits totalling Rs. 14.22 lakhs, which remained unpaid as on that date.

DIVIDEND

Your directors recommend payment of a dividend of Rs. 20/- per share for the year as compared to Rs.17.5 per share declared for the previous year.

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 various factors both internal and external. Therefore, the investors are requested to make their own independent judgments by taking into account all relevant factors before taking any investment decision.

CORPORATE GOVERNANCE

Report on Corporate Governance is separately presented as part of the Annual Report. Management Discussion and Analysis is included in this Directors'' Report in the preceding sections.

EMPLOYEES

The particulars as required under Sec. 217 (2A) of the Companies Act, 1956 are given in the Annexure to this report.

AUDITORS

M/s. S. Viswanathan, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for reappointment as statutory auditors of the Company.

COST AUDITOR

In conformity with the directives of the Central Government, your Board of Directors has appointed Sri. V. Kalyanaraman, Cost Accountant, No. 4 Second Street, North Gopalapuram, Chennai 600 086, as the Cost Auditor under Section 233B of the Companies Act, 1956, for the audit of cost accounts for Aluminium, Stainless Steel Pressure Cookers, Non-stick Cookware for the year ended 31.3.2014.The cost audit report for the year ended 31.3.2014 will be filed in accordance with the provisions of the Companies Act.

LISTING

Your Company''s shares are listed in the Bombay Stock Exchange and National Stock Exchange and the listing fees for these two exchanges have been paid.

FOREIGN EXCHANGE EARNINGS

The details of foreign exchange earnings and outflow are given in the annexure to this Report.

CONSERVATION OF ENERGY AND RESEARCH AND DEVELOPMENT

The measures related to conservation of energy, etc., are covered in the annexure to this Report pursuant to Section 217(1) (e) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Sec 217(2AA) of the Companies Act, 1956 your Directors confirm

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. 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;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board

(T.T. JAGANNATHAN)

Chairman Registered Office :

Plot No. 38, SIPCOT Industrial Complex, HOSUR - 635 126, Tamil Nadu.

Place : Bengaluru Dated : 15th July, 2014

Mar 31, 2013

The Directors have pleasure in presenting their Fifty Seventh Annual Report, together with the Audited Accounts of the Company, for the year ended 31st March 2013 as follows:

FINANCIAL RESULTS

(Rs. in lakhs)

2012-13 2011-12

Sales(inclusive of excise duty) 138589 112271

Other income 473 448

Earnings before tax, interest, 20846 17592 depreciation & amortisation

Profit/(Loss) before tax 18520 16326

Tax Provision 5211 4988

Net Profit/(Loss) 13309 11338

Transfer to General Reserve 1500 1134

Proposed Dividend (including tax) 2322 1974

Surplus carried to balance sheet 9487 8230

REVIEW OF PERFORMANCE:

Your Company is focused on growth with a fair return on capital employed. Your Company does not follow a standalone margin-led strategy. Therefore the performance has to be understood only in the light of the philosophy followed by your Company.

- Sales grew by 23.44% on a higher base after witnessing growths 45% and 50% in the previous two years and against the back drop of a significant slowdown in domestic as well as global economies. In addition, two key Southern States witnessed severe monsoon failure and power crisis for most part of the year under report leading to steep fall in consumption in those States.

- Your Company crossed the milestone of 5 million pressure cookers (including exports) and registered a sales volume of 5.54 million pressure cookers in the year under report.

- Export volumes of pressure cookers crossed the one million mark for the financial year

- Your Company crossed the milestone of 1 million Induction Cooktops and recorded a sales volume of 1.2 million pieces in the year under report. This volume has been achieved within 4 years of launch.

- Your Company gained a very strong foot-hold in the non-south markets across all product categories and this has helped in off-setting the slowdown in the two key southern states, Tamil Nadu and Kerala.

- EBIDTA grew by 18.5%

- Profit after tax increased by 17.38%.

- The operating EBIDTA margin was 15.04% as compared to 15.67% in the previous year. EBIDTA margin is largely influenced by the composition of sales as different product categories yield different margins.

- Earnings per Share (before extra-ordinary/exceptional items) rose to Rs. 117.35 from Rs. 99.97- a growth of 17.39%.

- The ratio of Operating EBIDTA/ Operating Capital employed (excluding CWIP) in the Kitchen Segment is 58.4% notwithstanding substantial additions to asset base for future needs of production.

A detailed analysis is provided under the section ''Management Discussion and Analysis'' forming part of this Directors'' Report.

AWARDS AND RECOGNITONS

Your Company is being continuously recognized by various reputed agencies for its overall corporate performance and brand standing. Your Company''s brand Prestige continues to be recognized as the Super Brand in the Kitchen Appliances Segment. Your Company received the Power Brand award during 2012. Some of your Company''s key executives- Mr. Chandru Kalro, Chief Operating Officer, Mr. V. Sundaresan, CFO and Mr. K. G. George (Senior Vice President, Retail) have also been recognized as top performers/icons by reputed external agencies.

Mr. T.T. Jagannathan, Executive Chairman, received the coveted Ernst & Young''s "Entrepreneur of the Year" award for the year 2012 in the Consumer Product Category.

Your Company''s R&D Centre at Hosur has received recognition from the Department of Science and Technology which will enable your Company to avail certain benefits under Direct and Indirect tax laws subject to prescribed conditions.

The direct employment strength stood at 1306 as compared to 1141 in the previous year.

Your Company continues to have cordial industrial relations in all its manufacturing units.

CAPITAL EXPENDITURE & EXPANSION PLANS

As already reported your company has completed most of its capital expenditure investments in Uttarakhand, Coimbatore and Hosur units. All these facilities are delivering good volume of commercial production.

The installation of plant in Gujarat is in advanced stage and the facility is expected to commence production during the second half of FY 2013-14. Though the commissioning is delayed, there is no cost overrun.

The overall capital expenditure plan (other than normal capital expenditure) for the three years commencing April 2010 is pegged at around Rs. 325 crores out of which around Rs. 275 crores has been incurred till 31st March 2013 and the balance will be incurred during the financial year 2013-14. With this, your Company would have installed sufficient capacities for Pressure Cookers and Cookware to meet the long-term requirements and would have also created facilities for assembly of appliances.

SCHEMES OF ARRANGEMENT:

1. Under the Scheme of Amalgamation with M/s. Prestige Housewares India Limited (PHIL) sanctioned by the Honourable Madras High Court at Madras during the year under report your Company allotted 20106 equity shares of Rs. 10/- each to the shareholders of PHIL. The appointed date of the Scheme being 1.4.2011, the previous year figures have been suitably adjusted in the Annual Report.

2. During November 2012 the Board of Directors of your Company approved a Scheme of Arrangement (Demerger) whereby the Kitchen Appliances Division of M/s Triveni Bialetti Industries Private Limited (TBI), (a subsidiary of M/s. Bialetti Industries SpA, Italy) with all its assets, rights, liabilities, obligations, benefits under tax laws etc., will be vested in your Company, the Appointed Date being 1st April 2012. The Scheme has been approved by the Stock Exchanges but further approvals are required including those of Shareholders and Bombay and Madras High Courts. On final sanction of the Scheme by the High Courts, books of accounts will be updated in accordance with the applicable practices.

TBI, which has its manufacturing base in Maharashtra, is contract manufacturing certain products for your Company.

DIRECTORS

Mr. Ajay I Thakore, Dr. (Mrs.) Vandana Walvekar and Mr. K. Shankaran retire by rotation and are eligible for re-election. The information on these retiring Directors is provided in the Notice calling the Annual General Meeting.

The Board of Directors at their meeting held on 16th May 2013 re-appointed Mr. T.T. Jagannathan as Executive Chairman for a further period of five years from 1.7.2013 on revised terms of remuneration as recommended by the Remuneration Committee. The requisite resolution seeking the approval of the Shareholders is included in the Notice calling the Annual General Meeting.

FIXED DEPOSIT

The Public Deposits aggregated to Rs. 201.14 lakhs as on 31st March 2013. There were no unclaimed deposits which remained unpaid as on that date.

DIVIDEND

Your directors recommend payment of a dividend of Rs. 17.50 per share for the year as compared to Rs. 15 per share declared for the previous year.

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 various factors both internal and external. Therefore, the investors are requested to make their own independent judgments by taking into account all relevant factors before taking any investment decision.

CORPORATE GOVERNANCE

Report on Corporate Governance is separately presented as part of the Annual Report. Management Discussion and Analysis is included in this Directors'' Report in the preceding sections.

EMPLOYEES

The particulars as required under Sec.217 (2A) of the Companies Act, 1956 are given in the Annexure to this report.

AUDITORS

M/s. S.Viswanathan, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for reappointment as statutory auditors ofthe Company.

COST AUDITOR

In conformity with the directives of the Central Government, your Board of Directors has appointed Sri. V. Kalyanaraman, Cost Accountant, No.4 Second Street, North Gopalapuram, Chennai 600 086, as the Cost Auditor under Section 233B of the Companies Act, 1956, for the audit of cost accounts for Aluminium, Stainless Steel Pressure Cookers, Non-stick Cookware for the year ended 31.3.2013. The cost audit report for the year ended 31.3.2013 will be filed on or before 30.9.2013.

LISTING

Your Company''s shares are listed in the Bombay Stock Exchange and National Stock Exchange and the listing fees for these two exchanges have been paid.

FOREIGN EXCHANGE EARNINGS

The details of foreign exchange earnings and outflow are given in the annexure to this Report.

CONSERVATION OF ENERGY AND RESEARCH AND DEVELOPMENT

The measures related to conservation of energy, etc., are covered in the annexure to this Report pursuant to Section 217(1) (e) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Sec 217(2AA) ofthe Companies Act, 1956 your Directors confirm

1. that in the preparation ofthe annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. 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;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board

(T.T. JAGANNATHAN)

Chairman

Registered Office :

Plot No. 38, SIPCOT Industrial Complex,

HOSUR - 635 126, Tamil Nadu.

Place : Bengaluru

Dated : 16th May, 2013

Mar 31, 2012

The Directors have pleasure in presenting their Fifty Sixth Annual Report, together with the Audited Accounts of the Company, for the year ended 31st March 2012 as follows:

FINANCIAL RESULTS

(Rs in lakhs)

2011-12 2010-11

Sales (inclusive of excise duty) 112271 77558

Other income 308 430

Profit before Extra-Ordinary item 16324 12094

Extra-Ordinary/exceptional item 0 (59)

Profit/(Loss) before tax 16324 12035

Tax Provision 4988 3660

Net Profit/(Loss) 11336 8375

Transfer to General Reserve 1134 838

Proposed Dividend (including tax) 1974 1645

Surplus carried to balance sheet 8228 5892

REVIEW OF PERFORMANCE :

Your Company is focussed on growth with a fair return on capital employed. Your Company does not follow a standalone margin led strategy as such strategy can be myopic and can lead to unwarranted cuts in investments in brand as well as capacity expansion. Therefore the performance has to be understood only in the light of the philosophy followed by your Company.

- Sales grew by 44.75%

- All time high absolute value growth - around Rs 347 crores

- Profit before extra-ordinary items increased by 35%.

- Profit after tax increased by 35.35%.

- The operating EBIDTA margin was 15.6% as compared to 16.2 % in the previous year. Minor drop in margin was largely contributed by sharp rupee depreciation during September/October 2011 which could not be passed on to the market in the short-term. However your company was able to register more than expected topline growth ensuring a fair return on investments.

- Earnings per Share (before extra-ordinary/exceptional items) rose to Rs 100.13 from Rs 73.98 - a growth of about 35%.

- The ratio of Operating EBIDTA/ Operating Capital employed (excluding CWIP) in the Kitchen Segment was more than 60% notwithstanding substantial additions to asset base for future needs of production.

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

AWARDS AND RECOGNITON

Your Company is being continuously recognized by various reputed agencies for its overall corporate performance and brand standing. Your Company's brand Prestige continues to be recognized as the Super Brand in the Kitchen Appliances Segment.

Your Company's retail network Prestige Smart Kitchen continues to get several awards viz.

a. "Best Franchiser - Home" Award - Your Company has received this award 5 times in 6 years by Franchise India Holdings (P) Ltd.

b. "Best Retailer- Home" Award - Your Company has been receiving this award for the last 3 years continuously.

ALLIANCES

Your company has been actively looking for enlarging its product and customer base and in the process thought it fit to develop/ build relationships with certain global corporations to bring certain advanced product ranges as well as international brands into the business of your Company. These are calculated not only to consolidate your Company's position in the mass market segment but also tap the top of the pyramid segment. The details are given below.

(i) Your Company has concluded agreements with World Kitchen, USA which will enable your Company to enter the high-end Tableware/Cookware and Storeware segments. Your Company's basket of products will henceforth include international brands such as Corelle, Corningware, Pyrex, Visions and Snapware. Except Corelle, all other products will carry the brand of Prestige also. The initial arrangement is one of distribution and after gaining sufficient experience and volumes, a manufacturing Joint Venture may be set up for decoration of Corelle range of products and manufacture of Snapware range of storeware products. The sale of these products will commence during the first quarter of the financial year 2012-13.

(ii) Your Company has also concluded a business collaboration agreement with Vestergaard Frandson Group, Switzerland which will enable your Company to enter the fast growing domestic water filter segment. The products will be made with the patented LifeStraw technology of Vestergaard. The products will be manufactured / assembled in India through your Company and your Company will market and distribute the same across India.

(iii) Your Company has also entered into agreements with Bialetti Industries Spa, Italy whereby your Company has bought their pressure cooker and cookware manufacturing plants in Romania and Italy for installation in India. Some of the machineries have already been installed and commissioned and the balance will be installed and commissioned during the year 2012-13. Bialetti Industries is also outsourcing Stainless Steel Pressure cookers from your Company. Your Company has also entered into outsourcing arrangements with their Indian subsidiary.

CAPITAL EXPENDITURE & EXPANSION PLANS

Your company has completed most of its capital expenditure investments in Uttarakhand, Coimbatore and Hosur units. All these expansions have started commercial production.

Your Company has completed most of the formalities relating to the acquisition of land in Gujarat and the construction of the factory has commenced. Most of the machines have arrived. The first phase of this project is expected to be in place before the end of the financial year 2012-13.

The overall capital expenditure plan for the three years commencing April 2010 is pegged at around Rs 300 crores out of which around Rs 190 crores has been incurred till 31st March 2012. The balance will be incurred during the financial year 2012-13. With this your Company would have installed sufficient capacities for Pressure Cookers and Cookware to meet the long-term requirements.

SCHEME OF AMALGAMATION WITH PRESTIGE HOUSEWARES INDIA LIMITED

The shareholders are aware that the Scheme has already been unanimously approved by the shareholders at the General Meeting convened pursuant to the orders of the Honourable High Court at Chennai. The necessary petitions for sanction of the Scheme have been filed before the Court and order of the Court is awaited. The appointed date of the Scheme is 1st April 2011 and necessary entries will be carried out in the books of account only after the Sanction of the Court is received.

DIRECTORS

Mr. Dileep K Krishnaswamy, Mr. Arun K. Thiagarajan and Mr. T.T. Raghunathan retire by rotation and are eligible for re-election. The information on these retiring Directors is provided in the Notice calling the Annual General Meeting.

FIXED DEPOSIT

The Public Deposits aggregated to Rs 217.25 lakhs as on 31st March 2012. There were no unclaimed deposits which remained unpaid as on that date.

DIVIDEND

Your directors recommend payment of a dividend of Rs 15/- per share for the year.

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 various factors both internal and external. Therefore, the investors are requested to make their own independent judgments by taking into account all relevant factors before taking any investment decision.

CORPORATE GOVERNANCE

Report on Corporate Governance is separately presented as part of the Annual Report. Management Discussion and Analysis is included in this Directors' Report in the preceding sections.

EMPLOYEES

The particulars as required under Sec.217 (2A) of the Companies Act, 1956 are given in the Annexure to this report.

AUDITORS

M/s. S.Viswanathan, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for reappointment as statutory Auditors of the Company.

COST AUDITOR

In conformity with the directives of the Central Government, the Company has appointed Sri. V. Kalyanaraman, Cost Accountant, No.4 Second Street, North Gopalapuram, Chennai 600 086, as the Cost Auditor under Section 233B of the Companies Act, 1956, for the audit of cost accounts for Aluminium, Stainless Steel Pressure Cookers and Non-stick Cookware for the year ended 31.3.2012. The cost audit report for the year ended 31.3.2012 will be filed on or before 27.9.2012, the due date.

LISTING

Your Company's shares are listed in the Bombay Stock Exchange and National Stock Exchange and the listing fees for these two exchanges have been paid.

FOREIGN EXCHANGE EARNINGS

The details of foreign exchange earnings and outflow are given in the annexure to this Report.

CONSERVATION OF ENERGY AND RESEARCH AND DEVELOPMENT

The measures related to conservation of energy, etc., are covered in the annexure to this Report pursuant to Section 217(1) (e) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Sec 217(2AA) of the Companies Act, 1956 your Directors confirm

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. 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;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

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

Registered Office: For and on behalf of the Board

Plot No. 38,

SIPCOT Industrial Complex,

HOSUR - 635 126,

Tamil Nadu.

(T.T. JAGANNATHAN)

Chairman

Place : Coimbatore

Dated : 4th May, 2012

Mar 31, 2010

The Directors have pleasure in presenting their Fifty Fourth Annual Report, together with the Audited Accounts of the Company, for the year ended 31st March 2010 as follows:

FINANCIAL RESULTS

(Rupees in lakhs)

2009-10 2008-09

Sales (inclusive of excise duty) 51680 41621

Other income 114 50

Profit before Extra-Ordinary item 7143 2900

Extra-Ordinary income 397 0

Profit/(Loss) before tax 7540 2900

Tax Provision 2296 662

Net Profit/(Loss) 5244 2238

Transfer to General Reserve 524 224

Proposed Dividend (including tax) 1320 662

Surplus carried to balance sheet 3400 1352

REVIEW OF PERFORMANCE :

The performance highlights are as follows :

Ã Sales grew by over 24%.

Ã All time high absolute value growth - in excess of Rs.100 crores.

Ã Profit before extra ordinary items increased by 146%.

Ã Profit after tax increased by 160%.

Ã The operating EBIDTA margin was 14.74% as compared to 9.16% in the previous year. This sharp improvement was due to a combination of factors consisting of operational efficiencies, comparatively lower input prices and economies of scale.

Ã The Company has become debt free except for deposits of Rs.2.80 Crores. and carries free cash balance of more than Rs.30 Crores.

Ã Earnings per Share (before extra-ordinary items) rose to Rs.42.98 from Rs.19.77 - a growth of 117.4%.

Ã The ratio of Operating EBIDTA/Capital employed (including free cash balance) in the Kitchen Segment rose to 65.02% from 43.39%.

Ã Commercial production of Appliances started in Unit 2 at Uttarakhand during March 2010.

A detailed analysis is provided under the section ÃManagementÃs Discussion and AnalysisÃ forming part of this DirectorÃs Report.

AWARDS AND RECOGNITON

Having broad based the business to cover the entire kitchen, your CompanyÃs brand Prestige continues to enjoy

the recognition as ÃSuper BrandÃ in the kitchen appliances segment. Your Company received the ÃRetailer of the yearÃ award from Asia Retail Congress for the year in recognition of your CompanyÃs successful establishment and operation of Prestige Smart Kitchen Retail Network across India.

SIGNIFICANT NEW LAUNCHES :

Your Company has been regularly introducing newer models and products in all its categories. However a few new launches are worth specific mention.

Microwave Pressure Cookers: This product is innovated, designed and developed entirely through in-house R&D efforts. This is made of special food-grade and heat resistant plastic and is meant for use in a micro-wave oven for pressure cooking. Besides the usual health and taste benefits of pressure cooking this product offers the added advantage of cooking to a set time, thus saving energy. Your Company is the first to produce a Microwave Pressure Cooker in India and is the worldÃs first CE marked Microwave Pressure Cooker. Your Company has applied for worldwide patents for this product. Given the wide penetration of microwave oven in the international markets and the growing domestic market for microwave ovens this product is expected to have demand worldwide. A soft-launch has been made in March 2010.

Apple Range of Inner-lid Pressure Cookers: Your Company made a foray into inner-lid range of pressure cookers with its unique ÃhandiÃ shaped designs during 2005-06. Your Company is gradually building a sizable presence in the inner-lid markets in the North and East. In order to make further penetration in this large sized market your Company has come up with a unique apple shaped range of inner-lid pressure cookers in various colours and finishes. Applications have been made for registering the design for this product and its components. This product was launched during the last week of March 2010 in select markets and has received significant response.

Fresh Range of Induction Cook Tops: Your Company has introduced Induction Stoves which work on electricity but there are no hot surfaces or flame. After initial launch and studying the market your Company has now come with a fresh improved range of Induction Stoves and this product category will be aggressively marketed in FY 2010-11. These stoves transmit heat through induction coils and the cooking time is reduced significantly thus saving energy. It is a handy appliance in the light of shortage in cooking gas supplies and has appeal even in rural markets due to availability of subsidized electricity.

Induction Compatible Pressure Cookers and Cookware: Since the use of Induction Tops is becoming popular it has given rise to development of Pressure Cookers and Cookware with induction friendly base which can be used on conventional heat sources as well as induction tops. Your Company has specially designed products in this category which are manufactured using special purpose imported machinery.

CAPITAL EXPENDITURE & EXPANSION PLANS

Your Company incurred a capital expenditure of around Rs.10 crores during the year under report including investments in the New Unit 2 of Uttarakhand. Your Company has plans for a normal capital expenditure of Rs.10 Crores during 2010-11 and is also looking for further investments in fresh capacities taking into account the possible increase in demand in the coming years.

DIRECTORS

Mr. Ajay I Thakore, Dr. (Mrs.) Vandana R. Walvekar and Mr. T T Raghunathan retire by rotation and are eligible for re-election. The information on these retiring Directors is provided in the Notice calling the Annual General Meeting.

FIXED DEPOSIT

The Public Deposits aggregated to Rs.279.92 lakhs as on 31st March 2010. There were no unclaimed deposits which remained unpaid as on that date.

DIVIDEND

Your directors recommend payment of a dividend of Rs.10/- per share for the financial year 2009-10.

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 various factors both internal and external. Therefore, the investors are requested to make their own independent judgments by taking into account all relevant factors before taking any investment decision.

CORPORATE GOVERNANCE

Report on Corporate Governance is separately presented as part of the Annual Report. Management Discussion and Analysis is included in this DirectorsÃ Report in the preceding sections.

EMPLOYEES

The particulars as required under Sec.217 (2A) of the Companies Act, 1956 are given in the Annexure to this report.

AUDITORS

M/s. S. Viswanathan, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

LISTING

Your CompanyÃs shares are listed in the Bombay Stock Exchange and National Stock Exchange and the listing fees for these two exchanges have been paid.

ANNULMENT OF FORFEITED EQUITY SHARES

During the year 2008-09 your Board of Directors after giving due notices forfeited 28600 shares for non-payment of call money. During the current financial year 2009-10, your Board of Directors have annulled forfeiture relating to 100 shares after receipt of allotment money with interest.

FOREIGN EXCHANGE EARNINGS

The details of foreign exchange earnings and outflow are given in the annexure to this Report.

CONSERVATION OF ENERGY AND RESEARCH AND DEVELOPMENT

The measures related to conservation of energy, etc., are covered in the annexure to this Report pursuant to Section 217(1) (e) of the Companies Act, 1956.

DIRECTORSÃ RESPONSIBILITY STATEMENT

As required by Sec 217(2AA) of the Companies Act, 1956 your Directors confirm

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. 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;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board

Place : Bengaluru (T. T. JAGANNATHAN)

Dated : 4th May, 2010 Chairman

Registered Office:

Plot No.38,

SIPCOT Industrial Complex,

HOSUR 635 126

Tamil Nadu.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article