TTK Healthcare Ltd Directors Report

(Including Management Discussion and Analysis Report)

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

Financial Results:

(Rs. in lakhs)

	2024-25	2023-24
Profit before Depreciation, Exceptional Items & Tax	10,275.89	9,717.90
Less: Depreciation	833.37	1,305.87
Profit before Exceptional Items and Tax	9,442.52	8,412.03
Exceptional Items: (i) Profit on sale of Leasehold land	1,977.05
(ii) Write-off Inventories (Male Contraceptives)	(586.39)	- -
	1,390.66
Profit Before Tax	10,833.18	8,412.03
Less: Tax expense:
Current Tax	2,655.00	2,210.00
Deferred Tax	12.49	2,127.84
	2,667.49
Profit after Tax	8,165.69	82.16
Surplus Account: Balance as per last Balance Sheet	87,462.58	82,677.40
Add: Profit for the year	8,165.69	6,284.19
Other Comprehensive Income for the year (Net of Tax)	(201.27)	6,198.21
	7,964.42	(85.98)
Total	95,427.00	88,875.61
Less: Dividend Paid	1,413.03	1,413.03
Net Surplus	94,013.97	87,462.58

Review of Performance:

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

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

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

Dividend:

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

The dividend pay-out is in accordance with the Companys Dividend Distribution Policy.

Share Capital:

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

MANAGEMENT DISCUSSION AND ANALYSIS:

(A) INDUSTRY STRUCTURE AND DEVELOPMENTS:

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

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

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

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

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

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

(B) OPPORTUNITIES AND THREATS

Opportunities:

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

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

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

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

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

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

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

Threats:

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

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

(C) SEGMENTWISE PERFORMANCE:

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

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

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

Woodwards Gripewater (WGW)

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

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

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

EVA

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

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

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

Skore

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

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

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

Good Home

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

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

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

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

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

Love Depot / MsChief:

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

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

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

Animal Welfare Business:

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

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

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

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

Medical Devices Business:

Heart Valve Division

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

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

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

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

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

Ortho Division

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

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

Protective Devices Business:

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

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

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

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

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

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

Foods Business:

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

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

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

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

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

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

(D) OUTLOOK:

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

(E) RISKS AND CONCERNS:

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

(F) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

(G) FINANCIAL PERFORMANCE:

(Rs. in lakhs)

	2024-25	2023-24
Revenue from Operations	80,149.34	75,279.38
Other Income	7,125.49	6,260.71
Total Income	87,274.83	81,540.09
Cost of Materials Consumed	36,891.64	33,825.15
Employee Benefits Expense	15,090.96	13,284.00
Other Expenses	24,683.92	24,437.49
Profit before Finance Cost, Depreciation, Exceptional Items and Tax	10,608.31	9,993.45
Finance Cost	332.42	275.55
Depreciation	833.37	1,305.87
Profit before Exceptional Items and Tax	9,442.52	8,412.03
Exceptional Items:
(i) Profit on sale of Leasehold Land	1,977.05	-
(ii) Write-off of Inventories (Male Contraceptives)	(586.39)	-
Profit before Tax	10,833.18	8,412.03
Less: Tax Expense
Current Tax	2,655.00	2,210.00
Deferred Tax	12.49	(82.16)
Profit after Tax	8,165.69	6,284.19

ANALYSIS OF PERFORMANCE:

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

• The increase in Other Income was mainly due to increase in interest earned on Fixed Deposits.

• The increase in Employee Benefits Expense was mainly due to regular annual increments / revision in packages and also addition of manpower in PDD - Virudhunagar.

• The increase in Power and Fuel expenses was mainly due to increased production of male contraceptives both at Puducherry and Virudhunagar facilities.

• The increase in Repairs and Maintenance was mainly due to major maintenance work undertaken at Foods Divisions factory at Hosakote and also renovation of Corporate Office.

• The increase in Travelling & Conveyance expenses was due to increase in fares and hotel tariffs.

• Bad Debts written off during the year under review, amounted to Rs.40.68 lakhs, comprising-

(Rs. in lakhs)

Ortho Division	21.49
Heart Valve Division	10.07
Animal Welfare Division	6.07
Consumer Products Division	3.05

• The reduction in Depreciation was mainly on account of lower depreciation relating to Foods Division consequent to the writing down of the major portion of Plant and Machinery relating to Jaipur factory over a period of last 8 years.

• The capital expenditure incurred during the year was Rs.14.33 crores which mainly represents the purchase of 6 Nos. of 3-Way Foiling Machines, an Electronic Testing Machine and a Generator for PDD and a Shaker Pre Drier for Foods Division.

• The increase in Inventories was mainly due to higher stocking of Pleasure Products, Male Contraceptives and Ortho Implants, in line with the sales requirements.

• Exceptional Items:

? Profit on sale of Leasehold land with building at Mahindra World City, Chennai - Rs.1,977.05 lakhs.

? Write-off of Finished Goods (Male Contraceptives) at PDD consequent to the Stop Work Order issued by USAID and subsequent cancellation of Purchase Orders placed by them - Rs.586.39 lakhs.

• All the Other Expenses are in line with the level of operations.

(H) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:

• Human Resources:

During the year 2024-25, your Company placed strong emphasis on leadership development and succession planning by identifying emerging managers and potential leaders across all Divisions. A robust talent pipeline of high- potential and high-performing individuals was also established to support internal mobility and future readiness.

Through a range of employee engagement initiatives, including targeted skill development programs, your Company continued to nurture a high-trust, high-performance culture. These efforts earned your Company the “Great Place to Work” certification for the second consecutive year, with a Net Promoter Score (NPS) of 94%, setting a benchmark across industries.

To recognize and reward employee contributions, your Company redefined its Rewards & Recognition framework by introducing 13 new award categories across monthly, quarterly and half-yearly intervals.

Your Company has also identified and rewarded the teams that have demonstrated excellence in the areas of Marketing and Customer focus, Innovation and Quality, Business Process Transformation, etc., through its Annual Corporate Excellence Awards.

Your Company also hosted “Employee Success Day” to celebrate individual and team accomplishments.

As on March 31, 2025, the employee strength was 1,508 (Previous Year - 1,432).

• Industrial Relations:

The industrial relations during the year under review continued to be cordial.

Successfully signed the 3-Year Wage Settlement under Section 12(3) of the Industrial Disputes Act, 1947 at the Foods Division.

The Directors place on record their sincere appreciation for the services rendered by employees at all levels.

(I) INFORMATION TECHNOLOGY:

The year saw significant advancements in IT, enhanced automation and user experience such as-

• Multiple mobile-based applications through a Single Sign-On (SSO) framework and registered the said application on Apple and Android.

• Application Innovations viz. TracSale (Sales and Collection Dashboard), QuikRelease (Real-time Order release tracking), Fast Forward (QR based Surgery Tracking, Invoicing, Inventory Management) and CashIN (Collection Recording), all integrated with Oracle EBS.

• Financial and Budget Applications viz. ATL & BTL (Budget management with approval hierarchies) and enhancements relating to IND-AS (Financial Reporting facilitation).

• Technology Upgrades viz. Oracle Apex upgraded from version 21 to 23.

• Rolled out Sales Force Reporting and Expense Management Systems.

• Standalone module in Shop Floor was automated using Oracle Apex.

(J) FUTURISTIC STATEMENTS:

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

K) KEY FINANCIAL RATIOS:

Particulars	2024-25	2023-24	Change %	Remarks
Current Ratio	5.23	5.35	(2.24)	A
Operating Profit Margin (%)	4.35	4.96	(12.30)	A
Net Profit Margin (%)	10.24	8.41	21.76	F
Return on Equity (%)	8.03	6.54	22.78	F
Net Capital Turnover Ratio	0.89	0.85	4.71	F
Inventory Turnover Ratio	3.59	3.73	(3.75)	A
Trade Receivables Turnover Ratio	9.01	8.38	7.52	F
Trade Payables Turnover Ratio	3.70	3.29	12.46	A
Debt Equity Ratio	0.0231	0.0232	(0.43)	F
Interest Coverage Ratio	29.41	29.83	(1.41)	A
Debt Service Coverage Ratio	22.11	20.68	6.91	F
Return on Capital Employed (%)	10.40	8.64	20.37	F
Retun on Investment (%)	(9.80)	(1.42)	590.14	A The market value of investments in shares is less compared to the previous year

F - Favourable A - Adverse

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

(1) Annual Return:

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

(2) Number of Meetings of the Board:

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

(3) Corporate Social Responsibility (CSR) Committee:

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

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

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

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

(4) Composition of Audit Committee:

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

(5) Related Party Transactions:

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

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

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

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

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

(6) Corporate Governance:

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

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

(7) Business Responsibility and Sustainability Report:

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

(8) Risk Management:

Your Company 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 in which it operates.

The Risk Management Group (RMG) with due representations from each of the Businesses / Functions of the Company has been meeting periodically and have detailed interactions / discussions with the Members / Risk Owners on the various risks identified and the status of the mitigation plans.

During the year, the RMG met four times on June 26, 2024, September 27, 2024, December 27, 2024 and March 28, 2025 and reviewed / discussed the various key risks and the status of the mitigation plans.

The Risk Management Committee (RMC), during the year, met two times on August 01, 2024 and February 10, 2025.

The Risk Management Committee was updated on the outcome of the RMG Meetings held during the year.

The Risk Register was updated by- (i) deleting the risks that are not relevant; and (ii) including the new relevant risks.

The duly updated Risk Register highlighting the various key risks and the status of their mitigation plans was placed before the Risk Management Committee in their meetings and the Committee reviewed the same.

The Audit Committee and the Board of Directors too periodically review the proceedings / outcome of the Risk Management Committee meetings.

(9) Directors and Key Managerial Personnel:

During the year, the Board composition has undergone the following changes-

• Dr Vandana R Walvekar and Mr Girish Rao ceased to be the Independent Directors of the Company, consequent upon their completion of the second term of five years, w.e.f. August 22, 2024.

• Mr Murali Neelakantan was appointed as an Independent Director, w.e.f. August 22, 2024.

• Mrs Hastha Shivaramakrishnan was appointed as an

Independent Director, w.e.f. October 16, 2024.

• Mrs Subashree Anantkrishnan was appointed as an

Independent Director, w.e.f. January 24, 2025.

• Mr S Kalyanaraman was reappointed as Wholetime Director, for a term of five years, w.e.f. June 01, 2024 and designated as Wholetime Director & Chief Executive Officer.

Subsequently, he was redesignated as Managing Director and Chief Executive Officer, w.e.f. March 21, 2025.

• Mr S Balasubramanian ceased to be the Independent Director of the Company, consequent upon his completion of second term of five years, w.e.f. March 27, 2025.

• Mrs Gowry A Jaishankar was appointed as Company Secretary, w.e.f. June 01, 2024.

None of the Directors are disqualified from being appointed or

holding office as Directors, as stipulated under Section 164 of the

Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Certificate of Non-disqualification of Directors from the Practising

Company Secretary is furnished under Report on Corporate

(i) Reappointment of Directors:

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

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

All the Independent Directors of your Company have given -

• Declaration 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 the Rules made thereunder and also Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

•y Further, in accordance with Regulations 25(8) of the SEBI (LODR) Regulations, 2015, they have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge the duties with an objective independent judgement and without any external influence.

• Confirmation of compliance with the Code for Independent Directors prescribed under Schedule IV to the Act and the Companys Code of Conduct for Directors and Senior Management Personnel.

• The terms and conditions of appointment of the Independent Directors are posted on the Companys website at the following link https://ttkhealthcare.com/wp-content/ uploads/2019/09/ID-Terms-and-Conditions.pdf.

(iii) Key Managerial Personnel (KMP):

The following managerial personnel are Key Managerial Personnel (KMP) as on March 31, 2025:

• Mr S Kalyanaraman, Managing Director &

Chief Executive Officer (CEO)

• Mr B V K Durga Prasad, President - Finance [Chief Financial Officer (CFO)]

• Mrs Gowry A Jaishankar, Deputy General Manager - Legal & Company Secretary (CS)

(iv) Performance Evaluation of the Board, its Committees, Chairperson, Non-Independent Directors and Independent Directors:

In compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the performance evaluation of the Board as a whole, its Committees, Chairperson and Non-Independent Directors were carried out during the year under review by the Independent Directors and the evaluation of the Independent Directors were carried out by the entire Board of Directors excluding the Director being evaluated during the year under review. More details on the same are given in the Report on Corporate Governance. [Page No.68]

(v) Policy on Directors Appointment and Remuneration:

Your Company adopted a Policy relating to selection, appointment, remuneration and evaluation of Directors and Senior Management Personnel. The said Policy is posted on the Companys website at the following link https:// ttkhealthcare.com/investorlist/policies/.

(10) Auditors:

(i) Statutory Auditors and their Report:

M/s PKF Sridhar & Santhanam LLP was appointed as Statutory Auditors of the Company, for a further term of 5 years, to hold office from the conclusion of the 64^th Annual General Meeting till the conclusion of 69^th Annual General Meeting.

M/s PKF Sridhar & Santhanam LLP, the Statutory Auditors of your Company have carried out the Audit for the year ended March 31, 2025.

• Auditors Report for the year ended March 31,2025:

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

(ii) Cost Auditors and Cost Audit Report:

• Appointment for the year 2025-26:

Pursuant to Section 148 of the Companies Act, 2013 and the Rules made thereunder, the Cost Records of your Company shall be audited for the following product categories, for the financial year 2025-26:

(i) Under Regulated Sectors:	Drugs and Pharmaceuticals.
(ii) Under Non-Regulated Sectors:	• Male Contraceptives under Rubber and Allied Products;
	• Heart Valves and Orthopaedic Implants under Production, Import and Supply or Trading of Medical Devices.

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s Geeyes & Co., as Cost Auditors

of your Company, for the financial year 2025-26 and fixed their remuneration at Rs.5 lakhs plus applicable taxes and levies and reimbursement of travel and out-of-pocket expenses incurred in connection with the audit. Necessary intimation of the said appointment would be given to the Central Government vide Form CRA-2.

M/s Geeyes & Co. have confirmed that their appointment is within the limits prescribed under Section 141 of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under the said Section.

The Audit Committee also received a Certificate from the Cost Auditors certifying their independence and arms length relationship with your Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder, the ratification by the Members is sought by means of an Ordinary Resolution for the remuneration of Rs.5 lakhs plus applicable taxes and levies and reimbursement of travel and out-of-pocket expenses incurred in connection with the audit, payable to M/s Geeyes & Co., Cost Auditors, under Item No.5 of the Notice convening the Annual General Meeting.

The Cost Audit Report for the year ended March 31, 2025 would be filed on or before the due date (i.e.) September 27, 2025 or within 30 days from the date of submission of the said Report to the Board, whichever is earlier.

• Cost Audit Report for the year 2023-24:

The Cost Audit Report for the financial year ended March 31, 2024 was filed in Form CRA-4 vide SRN F97654172 dated August 23, 2024 with the Central Government.

(iii) Secretarial Auditor and Secretarial Audit Report:

• Appointment for a term of 5 years, commencing from the financial years 2025-26 to 2029-30:

Pursuant to the provisions of Sections 179(3) , 204 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors based on the recommendations of the Audit Committee, appointed M/s A K Jain & Associates, Practising Company Secretaries, [Firm Regn. No.P2000TN000100] [Peer Review Certificate No.1201/2021] as Secretarial Auditors of the Company, for a period of 5 (five) consecutive financial years, commencing from 2025-26 to 2029-30, to carry out Secretarial Audit.

The said appointment is subject to the approval of the Members by means of an Ordinary Resolution as setout under Item No.4 of the Notice convening this Annual General Meeting.

• Secretarial Audit Report for the year 2024-25:

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

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

(11) Investor Education and Protection Fund (IEPF):

• Transfer of Unclaimed Dividends to IEPF, during the year under review:

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

• 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, your Company transferred 5,272 Equity Shares of Rs.10 each fully paid-up, in respect of which the dividends relating to the year 2016-17, remained unclaimed / unpaid for a period of seven consecutive years or more, to the Demat Account of the IEPF Authority held with CDSL on September 24, 2024 and September 28, 2024.

• Year wise amount of Unpaid / Unclaimed Dividends lying in the Unpaid Account as on March 31, 2025 and the due dates of transfer:

Financial Year ended	Dividend Declared on	Due date of Transfer	Unpaid / Unclaimed Amount as on 31.03.2025 (in Rs.)
31.03.2018	09.08.2018	14.09.2025	6,35,603.07
31.03.2019	09.08.2019	12.09.2026	5,54,085.52
31.03.2020	11.09.2020	14.10.2027	3,24,531.68
31.03.2021	20.08.2021	21.09.2028	5,61,904.51
31.03.2022	03.08.2022	03.09.2029	7,85,409.19
31.03.2023	25.07.2023	30.08.2030	6,35,500.72
31.03.2024	24.07.2024	28.08.2031	11,05,930.92

• Details of the Nodal Officer

	Nodal Officer	Deputy Nodal Officer
Name	Gowry A Jaishankar	Simran Lodha
Designation	DGM - Legal & Company Secretary	Deputy Manager - Secretarial
Address	TTK Healthcare Limited No.6, Cathedral Road Chennai 600 086	TTK Healthcare Limited No.6, Cathedral Road Chennai 600 086
Telephone	044 - 28116106	044 - 28116106
Email ID	aowrv@ttkhealthcare. com	simran.lodha@ttkhealthcare. com

(12) Disclosure under Schedule V(F) of the SEBI (LODR) Regulations, 2015:

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

(13) 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 Annexure-3 to this Report.

(14) 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-4.

(15) Subsidiary Company:

Your Company does not have any Subsidiary Company.

(16) Deposits:

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

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

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

(18) 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, 2025 and the date of this Report.

(19) Significant and material orders passed by the Regulators/ Courts:

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

(20) Whistle Blower Policy:

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

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

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

(21) Compliance Certificate:

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

(22) Secretarial Standards:

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

(23) Finance:

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

(24) Capital Expenditure (Capex):

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

(25) Investments:

During the year, there were no addition to investments.

(26) Listing of Equity Shares:

Your Companys shares are listed with-

• BSE Limited (BSE), Mumbai; and

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

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

(27) 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 workplace, a legislation - The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was notified

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

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

(28) Disclosure relating to Loans and Advances to Firms / Companies in which Directors are interested by name and amount:

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

(29) Disclosure under the Insolvency and Bankruptcy Code, 2016:

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

(30) Disclosure regarding Valuation under One Time Settlement:

Not Applicable.

Directors Responsibility Statement:

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

Directors hereby confirm that-

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

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

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

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

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

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

General:

Your Directors state that no disclosure or reporting is required in

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

items during the year under review:

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

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

Acknowledgement:

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

	For and on behalf of the Board
Place: Chennai	T T RAGHUNATHAN
Date : May 23, 2025	Executive Chairman
Registered Office:
No.6, Cathedral Road
Chennai 600 086