TTK Prestige Ltd Directors Report.

(Including Managements Discussion & Analysis Report)

Your Directors have pleasure in presenting their Sixty Fifth Annual Report, together with the Audited Financials of the Company, for the year ended March 31, 2021 as follows:

FINANCIAL RESULTS (STANDALONE)

(Rs. in Crores)
2020-21 2019-20
1 Sales (Net of discounts) 2033.05 1936.79
2 Other Income 27.53 24.61
3 EBITDA (Before Exceptional Items) 342.17 285.14
4 Profit Before Tax and Exceptional Items 301.18 248.21
5 Exceptional Items 11.90

-

6 Profit Before Tax 313.08 248.21
7 Tax Provision 77.94 49.70
8 Profit After Tax 235.14 198.51
9 Other Comprehensive Income (0.21) (1.51)
10 Total Comprehensive Income 234.93 197.00
11 Transfer to General Reserve 23.00 20.00
12 Surplus carried to Balance Sheet 211.93 177.00

REVIEW OF PERFORMANCE/HIGHLIGHTS

• The unprecedented Covid 19 pandemic seriously impacted the general economy since March 2020 followed by total lockdown for major part of Q1 of FY 21. Your Company could commence sales and production in a limited way towards the end of May 2020. Your Company drew up business contingency plans covering all the functions of the company during the lockdown period and bounced back from August 2020 onwards both in production and sales. The business contingency plans focussed on digitalization of sales process, innovative marketing strategies and careful optimisation of supplies to various channels as and when each channel became operational. As a result, the average domestic monthly sales peaked to Rs. 200 crores during the nine months ended 31.03.21 notwithstanding some limitations faced by the Company in supply chain both in the internal facilities and the facilities of external vendors during Q2 and Q3.

• During the lockdown period your Company continued to pay all its employees including contract employees without any pay-cuts and also fulfilled all its obligations to the suppliers in full and on time. The idle overheads that were borne by your Company during this period was of the order of Rs. 20 crores.

• Release of pent-up demand and the need to upgrade home and kitchen as working from home became the norm contributed to the recovery of domestic kitchen and home appliance business ever since July 2020. Till July 2020 online was the mainstay and thereafter general trade, modern trade etc., rural opened up one after the other during Q2 and Q3.

• Rural demand showed encouraging revival signs since Q3 aided by good monsoon and revival of refinance to micro-finance and NBFCs.

• Export business continued to be robust though affected by logistics issues at the fag in the last quarter of the year.

• The exceptional item for the year refers to the reversal of provision for export obligation of the acquired business made in the previous years, as the same stands fulfilled.

• During the year, the Company took a decision to stop import of products from China effective October 2020 and developed most of those products with manufacturers in India. This decision had some impact on the sales during the year due to non-availability of some of the key products pending indigenisation. Capacity constraints during Q2 did result in loss of some sale opportunities. Your company has taken several steps to augment capacity, maximise existing utilisation of machine and also improve efficiencies.

• Your company broadened its customer base by increasing dealer coverage especially in the nonsouth markets during the year through unique dealer programs attracting new deale

• Your company launched various innovative products in all categories during the year including a new category of casseroles.

• In March 2021 some parts of the Country were affected by the second wave of Covid-19 but this did not materially impact the Companys performance during the month.

• Against the backdrop of the turbulence period, your Company showed an improved performance during the year with an all-time high Net Sales of Rs. 2033 Crores, a growth of 5% from Rs. 1937 Crores of the previous year. If the real operating period of July 2020 to March 21 is considered, the Year on Year growth for the nine month period is in excess of 20%.

• In spite of various constraints discussed above, the Company delivered an all-time high EBITDA (before exceptional items) of Rs. 342 Crores with a growth of 20% (PY 285 Crores) and Profit before tax at Rs. 313 Crores with a growth of 26% (PY Rs. 248 Crores). The depreciation charge was higher at Rs. 37.9 crores (PY Rs. 34.6 Crores) due to investment in fixed assets.

• Operating EBITDA margin significantly improved to 16.8% (PY 14.7%).

• The Net Profit after Tax was higher at Rs. 235.14 Crores (PY Rs. 198.51 Crores).

• The standalone EPS was Rs. 169.64 (PY Rs. 143.21) a growth of 18.5%.

• 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 38.2% (PY 31.6%).

• The Company is debt-free and carried a comfortable free cash of around Rs. 530 Crores (including short term Liquid investments) as on 31st March 2021.

• The consolidated turnover and profit before tax of the Company and the UK subsidiaries amounted to Rs. 2187 Crores (PY 2073 Crores) and Rs. 323 Crores (PY Rs. 234 Crores) respectively.

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

In the previous year considering the uncertainty caused by COVID-19, your Directors considered it prudent to recommend a lesser rate of dividend at Rs. 20 per share. Later in November 2020 considering the improvement in the business environment your Directors paid an interim dividend of Rs. 20 per share for FY21. Now considering the annual performance during the year your Directors are happy to recommend a final dividend of Rs. 30 per share for FY21 totalling to Rs. 50 per share for FY21 including the interim dividend already paid. (PY Rs. 20 per share).

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

AWARDS AND RECOGNITIONS

Your Company continued to be recognized by various agencies for its high-quality performance under various paramete During the Financial Year 20-21, your Company bagged the following awards/recognitions.

• Superbrand 2020

• Silicon India Magazine - Brand of the Year

• Global Marketing Excellence Award

• CIO 100 Honoree Award 2020 by IDG

• CXO Tech Excellence Award 2020 by CXO TV

• COVID - 19 Super Hero CIO Award by Enterprise IT World

• Cloud Achievers Award at India Cloud Summit 2020 by Dynamic CIO

• Elite CIO Runner Up Award 2020 by Elite CEO Council

MANAGEMENTS DISCUSSION AND ANALYSIS

A. ECONOMY / INDUSTRY SCENARIO

The domestic economy was severely impacted during the Q1 FY 21 due to the lockdown announced by the Central and later by various State Governments to manage the spread of Covid-19 pandemic. The global economy also witnessed erosion in GDP thus impacting the growth prospects of every industry during that period. Encouraging signs were seen only from Q2 and it improved during Q3 of FY 21 due to relaxation of Covid-19 related restrictions and festive momentum aided by the economic package released by the Central Government. Improvement in the economic activities was witnessed during Q3 except for travel & hospitality. Even though the supply chain constraints eased during Q3, aftereffect of the impact in Q1 and Q2 on supply chain continued in some measure both in Q3 and Q4. Rural demand showed good revival sign during Q3 aided by good monsoon and implementation of State funded infrastructural projects. Large format channels started functioning with limited restrictions during Q3. E-Commerce continued to be the active channel during the year even though the other channels caught-up with the relaxation in the lockdown restrictions. Export business continued to be robust though affected by logistics issues towards the fag end of Q3 and it continued in Q4 of FY 21. All commodity prices witnessed steep increases from mid Q3 driving up the prices for almost all the products.

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. Your Company entered the Cleaning solutions segment from FY 17-18. The market for all these segments consists of organized national brands, regional brands as well as unorganized playe 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 playe 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. While the uncertainty caused by the Covid-19 pandemic existed among the people throughout the year, the domestic kitchen and home appliance demand has been encouraging from Q2 of FY 21 as people were working from home most of the time. With E-Commerce becoming an active channel it increased the competition in the market as even regional and small players could reach out to pan India through this channel. Supply chain constraints of large players during first half of FY 21 provided the opportunity for regional brands and smaller players to fulfil the demand that outstripped supply.

Even in these turbulent 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. The company also entered in to Casserole segment during this year. Indigenisation of some small appliances hitherto imported from China has progressed well but the absence of some SKUs did have some impact on Q3 & Q4 growth. Manufacturing operations stabilized during the quarter; though it partially struggled to meet the demand driven by the festive season due to lower stocks on hand at the beginning of the second quarter.

Your Company will continue to focus on proactive innovation and product 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:

2020-21

2019-20

Domestic Export Total Domestic Export Total
Pressure Cookers (including Microwave Pressure Cookers) 562.57 38.02 600.59 573.78 22.41 596.19
Cookware 302.48 29.71 332.19 274.16 17.53 291.69
Gas Stoves 267.52 1.08 268.60 260.82 0.65 261.47
Mixer Grinder 219.08 1.49 220.57 232.47 0.63 233.10
Other Kitchen/ Home Appliances 471.82 0.20 472.02 446.58 446.58
Cleaning Solutions 50.08 50.08 34.00 34.00
Others 88.15 0.85 89.00 73.09 0.67 73.76
Total 1961.70 71.35 2033.05 1894.90 41.89 1936.79

a. As mentioned earlier, the sales were adversely affected during the Q1 of FY 21 due to the lockdown restrictions owing to Covid-19 pandemic, which started recovering from Q2 though some of the channels were still not active even during this period. However, E-Comm channels contributed largely during this period. As the customers were working from home most of the time during this year this enabled an increased demand for the domestic kitchen and home appliances segment.

b. Your Company also cautiously managed its trade policy with general trade as well as modern format stores in order to improve working capital efficiencies and information flow.

c. The new category of Cleaning Solutions has progressed satisfactorily yielding significant growth facilitated by work from home concept gaining ground due to the pandemic.

d. Notwithstanding the severe Covid-19 impact in the first quarter of the year wherein the company incurred an idle cost of around Rs. 20 Crores, the sales and costs, various operating ratios were maintained at healthy/improved levels ensuring EBITDA margin (before exceptional items) at 16.8% as against 14.7% in the previous year. Your Company did take timely price increases to accommodate the increase in input material costs.

e. Operating ROCE stood at 38.2% (PY 31.6%) on expanded manufacturing asset base which could not be optimally utilised during the year. Your Company continued to be debt free and carried a sizeable free cash balance at the year end.

f. Your Company has over the last few years substantially reduced its dependence on imports which has a positive impact on working capital efficiencies.

g. Operating working capital efficiencies improved during the year notwithstanding the policy to offer friendlier terms to vendors to ensure operational liquidity to them.

h. During the year under report your Company introduced around 127 new SKUs covering Pressure Cookers, Induction Cook tops, Mixer Grinders, Rice Cookers, Gas Stoves and other Small Electric/Non-Electric Appliances and Cleaning Solutions. Company also entered into Casserole segment during the year. All these introductions received good response.

i. Judge brand as a tactical brand is progressing well and contributed around Rs. 23 Crores to Sales (PY Rs. 21 crores)

j. Prestige exclusive network was consolidated and rationalized where necessary and new outlets were added. The number of outlets as at 31.03.2021 was 620 (PY 588). The network now covers 28 States and 363 Towns. The spread of the network is also evenly distributed between Metros, Mini-Metros, Tier 1, Tier 2 and Tier 3 cities.

k. Service network was significantly expanded to 464 centres (PY - 441 centres)

C. OVERSEAS SUBSIDIARY & CONSOLIDATED RESULTS:

The operating subsidiary Horwood Homewares Limited (HHL) achieved its sales at 15.5 million (PY 15 million) a growth of 3.3% against the backdrop of Brexit and COVID-19 pandemic impact.

Operating EBITDA was 1.6 million (PY 0.7 million) a commendable increase of 128%. The subsidiary introduced new products and expanded its presence in the online channels during the year which helped it perform better than most of its peers and also achieve a significant profitability over the previous year. The new category SMIDGE range which was introduced during FY 2019-20 also did well during the year.

During the previous year HHL had acquired Ecosoul life business through its new 51% subsidiary Horwood Life Limited, UK. In early Dec 2020, HHL divested its 51% stake in Horwood Life Limited, UK in the light of long-term uncertainty over supply chain constraints. A one-time impairment cost of Rs. 6.11 crores arising out of this discontinued operation is reported under the head Loss from discontinued operations in the consolidated financials

The consolidated financials are attached to this Annual Report separately.

D. COVID-19S IMPACT ON OPERATIONS, OUTLOOK & OPPORTUNITIES:

1. Current Standpoint:

a. The FY 21 ended in a positive note even though the second wave of Covid-19 pandemic started hitting some parts of the country from mid / late March 2021.

b. From the 2nd week of April 2021, one by one the State Governments have started announcing lockdowns to control the spread of second wave of Covid-19 pandemic. There was no major impact to the sales in April and all the factories were also working without any major impacts following the Covid-19 protocols announced by the respective State Governments.

c. But by early May 2021 almost all States Governments have imposed lockdown of varying degrees to control the spread of second wave of Covid-19. This does have impact on the planned sales for May 21.

d. The factories at Karjan and Roorkee continue to function normally following local Covid-19 protocols, while the factories in Hosur and Coimbatore had to be closed from 2nd week of May 2021 due to the lockdown announced by the local government. Kharadi factory continues to be in lock-out.

e. Corporate and commercial offices which were functioning with 50% strength and remaining 50% working from home until April 2021 have moved to 100% working from home from May 2021.

f. In the States affected by lockdown sales are being made via online channels. Supplies are being managed through the operating factories and warehouses.

g. Company continues to pay all its employees including contract workmen without any pay cuts and discharged all its statutory obligations and payments to all vendors within the due dates as it did during April / May 2020 lockdown.

h. From the experience of the previous lock down the company has been adequately geared up to ensure that the lockdowns do not severely affect the operations that are possible during this period as well as post lockdown period.

i. Over the past several years your Company has been prudent in application of its free cash and built sufficient cash reserves to meet exigencies as well as for business expansion. This continues to help your Company to tide over the current difficult business climate caused by the second wave of Covid-19. As of the date of this report your Company carries free cash of around Rs. 530 Crores.

j. At the start of FY 21-22 adequate inventory was available at the trade level as well as at the company level to meet the end consumer demand during the lockdown and immediately after that.

k. Your Company has already improved its IT strength and continued its engagement with all its stakeholderrs digitally and revamped its layout in all manufacturing locations to yield better productivity and at the same time conforming to "social distancing" in workstations.

l. Following the lockdown last year your Company had educated and supported the general trade channels and PXL network and oriented them to online booking of orders and home delivery so that not a single opportunity to sell is missed. In the same way, service network was also geared up to attend to all the pending service requests that accumulated in sizable numbers during the relevant lockdown period. Your Company is confident these initiatives will help the Company to bounce back to normalcy once the situation improves and the lockdown restriction eases.

m. Your Company has also trained the sales force and also invested in adequate IT functionalities to deal with the trade partners digitally without the need to undertake the risk of travelling.

n. Export sales continues to be robust during this time.

o. Your Company has put in place a host of healthcare measures to take care of its employees during this pandemic situation as detailed in the section Developments in Human Resources

?. As you are aware your Company has, over the last few years, been actively pursuing Make In India policy for appliances portfolio by fortifying local vendors thus reducing the dependence on imports from China. In continuation of this strategy the Company decided to put an hard stop on all imports from China effective October 2020 and developed vendors locally for most of those SKUs. Though it had its own challenges of supply chain issues in Q3 and Q4 the Company is successful in completing this process by early April 2021.

2. Outlook & Opportunities:

a. Given the unrelenting spread of the second wave of pandemic and the large-scale impact on the lives of the people, the near-term outlook for the Indian economy is uncertain impacting the growth prospects. The second wave is spreading in rural areas which was not the case during the first wave. This is a cause for concern as it can impact the rural demand which was looking up till March 2021.

b. The Union Budget for FY 22 has laid emphasis on investment in several projects especially in the non-urban areas. If these are implemented even amidst the second wave, the outlook can be rendered positive.

?. As your Company is in the home and kitchen appliance domain, the stress caused by lockdown in domestic kitchens, the need for improving kitchens and replacing appliances is likely to support the demand for such products. While demand arising out of gifting during marriage and other occasions was minimal due to restrictions on gatherings, the replacement demand at homes have increased which was witnessed during FY 21. Further the reluctance to eat outside or order foods from outside is expected to continue and this will increase the dependence on domestic kitchens. Further working from home is expected to continue for some more time across industries and on long term in some of the industries like IT and IT related industry and this can give raise to demand for a host of home appliances. All these factors can enable sustaining business at levels that can generate decent profits in the coming year.

d. Your Company has already put in place steps for improvement of 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. This was also experienced during FY 21 in similar situation.

f. From the macroeconomic point of view, impact of this second wave on the economy is largely dependent on the containment measures. The localised nature of restrictions means that the actual impact is likely to be much less severe relative to April-June 2020 when a strict nationwide lockdown was imposed. However, since the second wave is in the early stage it will be very difficult to predict the impact immediately.

g. Overall the private consumption cannot improve till complete restoration of the travel, tourism and hospitality sectors and preparedness of public at large to travel for business and pleasure. The extent of vaccination of the population and its time duration will also play a major role in this process. Even if the pandemic subsides in the near future, the resurgence of these sectors may take a longer time.

h. During FY 21 we have seen increased tendency among global brands to shift a significant portion of sourcing outside China and India has been looked upon as one of the key alternative. Your Companys export customers have increased their sourcing from the Company during FY 21 and we expect this to further strengthen during FY22.

3. Impact on 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 Companys products available at Every Home.

b. Based on this vision your Company had developed strategies to increase its product base and customer base across India both rural and urban so as to double the turnover in about 5 year

c. Covid-19 pandemic has become a speed breaker and it may take couple of years more to reach this milestone. The investment on innovation and search for inorganic opportunities are always on. The blueprint that has been prepared is still relevant and we have made some tweaking 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. For instance, your Company is already geared to launch over 100 new SKUs in the market during FY 21-22 and the same will be timed keeping a watch on progressive relaxation of lockdown and consumer sentiments. e. In the medium and long-term, your Company expects to maintain a healthy EBITDA margin and Return on Capital Employed subject to Covid pandemic subsiding in early FY 22 itself.

E. 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 on gross margin but your Company pursues a dynamic cost management process to ensure healthy margins at EBITDA levels.

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 factor.

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 disaste

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. SHARE CAPITAL

The paid-up equity share capital as on March 31, 2021 was Rs. 13.86 Crores (PY Rs. 13.86 Crores).

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. 530 Crores after further investments in the UK subsidiary to the tune of Rs. 19.2 Crores.

J. CAPITAL EXPENDITURE PLANS

Your Company has spent about Rs. 49 crores in FY 20-21 including automation and establishing additional lines. The capex for FY 22 is estimated at around 70 crores including normal capex, logistics and capacity augmentation.

K. INVESTMENTS

During the year, your Company invested an additional amount of Rs. 19.2 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

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 effectively used the lockdown period and work-from home processes 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 work places. Free vaccination for all employees including contract workmen and their dependents has been organized. 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 FY21 your Company continued to pay the salaries to all the employees including the contract workmen without any deduction and also on time. Notwithstanding the second wave of pandemic causing widespread lockdown, your Company has released increments to all employees for FY22 effective from 1st April 2021 as also the performance linked variable pay.

The industrial relations across all the manufacturing units has been by and large cordial except in Kharadi Unit which is under lock-out since Nov 2020 due to illegal sit-down strike by the worke The management is making their best efforts to restore the normalcy in Kharadi factory through Company has got adequate alternate capacities in other Factories. The financial impact is not expected to be material. Long term settlement was concluded during the year for Coimbatore Unit.

The direct employment strength stood at 1442 as compared to 1443 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 31,2021.

DIVIDEND

Considering the uncertainty caused by COVID-19, your Directors consider it prudent to recommend a lesser rate of dividend at Rs. 20 per share for FY20. Later in November 2020 considering the improvement in the business environment your Directors paid an interim dividend of Rs. 20 per share for FY21. Now based on the performance in FY21 your Directors are happy to recommend a final dividend of Rs. 30 per share for FY21 totalling to Rs. 50 per share for FY21 including the interim dividend already paid (PY Rs. 20 per share).

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

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.

LISTING

Your Companys 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 2020-21. 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 there under, 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 Membe 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 comprises of Mr. Dileep Krishnaswamy as Chairman, Mr. R Srinivasan and Mr. Arun K. Thiagarajan as Membe All the members are Independent Directo

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 Companys website at www.ttkprestige.com .

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

(e) Directors and Key Managerial Personnel:

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

(i) Appointment / Re-appointment of Directors:

(a) Mr. K. Shankaran 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 Require-ments) Regulations, 2015.Theterms and conditions of appointment of the Independent Directors are posted on the website of the Company www.ttkprestige.com .

(iii) Key Managerial Personnel (KMP):

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

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

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

• Mr. V. Sundaresan, Senior Vice President - Finance as Chief Financial Officer (CFO) up to Sep 30, 2020.

• Mr. R. Saranyan, Executive Vice President - Finance as Chief Financial Officer (CFO) from Oct 1, 2020.

(iii) 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, 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 Director More details on the same are given in the Report on Corporate Governance. The Board evaluation for FY 20-21 was completed at the Meeting held in February 2021.

(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:

(a) 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 arms 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 March 31, 2021 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 2020-21 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.

• Unclaimed Dividends for the year ended March 31, 2013:

Your Company has transferred a sum of Rs. 15,04,189 during the financial year 2020-21 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, 2013, 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 4,114 Equity Shares of Rs. 10 each fully paid-up, in respect of which the dividends unclaimed / unpaid for a period of seven consecutive yea.

(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 & 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 24th March 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. During the year Horwood Homewares Limited divested its 51% stake in Horwood Life Limited, UK which it acquired in the previous year.

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

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

During the year, your Company had not given any loan, provided any guarantee or made any investment under Section 186 of the Companies Act, 2013 except for investments made in the equity capital of the wholly owned UK subsidiary TTK British Holdings Limited to the extent of GBP 2 million. Your Company holds 1,440 equity shares of Rs. 10 each in TTK Healthcare Limited and 20,700,000 shares of GBP 1 each in TTK British Holdings Limited.

(m) Significant and Material Orders passed by the Regulators or Courts:

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

(n) Whistle Blower Policy:

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

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

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

Your Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace and has constituted the necessary Committee/(s) for implementation of the said policy and deal with any complaints. During the year 2020-21, 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

(r) Cybersecurity: The Outbreak and rapid spread of Covid 19 pandemic in the fiscal 2021 has roiled the organisations and disrupted business operations. The year was a very difficult one for the business to cope up with the unprecedented challenges. At TTK Prestige, while our employees operated efficiently as a remote workforce, we continue to keep vigil on information environments, to ensure cybersecurity posture and resiliency.

We continued our efforts to keep ourselves up to date with cybersecurity events, to achieve higher compliance and its continued sustenance.

During the year, our focus to enhance cyber awareness to employees and train the cybersecurity personnel went ahead as planned, together with our initiatives on improving cybersecurity processes and technologies.

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 and the employees of the Company.