(Including Management's Discussion & Analysis Report)

Tribute to Late Mr. T.T. Jagannathan

At the outset your Board places on record its deepest respect and appreciation to Mr. T.T. Jagannathan, Chairman Emeritus, who passed away on October 09, 2025. His visionary leadership transformed the Company into a market leader and a billion-dollar enterprise. The Board pays its heartfelt tribute to his enduring legacy.

REPORT

Your directors have pleasure in presenting their Seventieth Annual Report, together with the Audited Financial Statements of the Company, for the year ended March 31, 2026, as follows:

FINANCIAL RESULTS (STANDALONE)

(Rs in Crores)

MANAGEMENT'S DISCUSSION AND ANALYSIS

A. ECONOMY / INDUSTRY SCENARIO General Economy:

• During most part of FY 2025-26 baring the last few months, the global economy experienced steady but subdued growth, shaped by easing inflationary pressures, cautious monetary policy adjustments and persistent geopolitical and trade related uncertainties. While inflation moderated across most regions, enabling central banks to initiate measured monetary easing, interest rates in several economies remained elevated compared to historical norms.

• Manufacturing stabilized with recovery in sectors like electronics, clean energy, defence, and capital goods.

• Rapid adoption of AI, automation, and smart manufacturing became central to operations.

• Supply chains diversified through near-shoring and "China+1" strategies, improving resilience but raising costs.

• Services led global growth, especially IT, finance, healthcare, and travel services.

• Energy transition investments accelerated, focusing on renewables, EVs, semiconductors, and critical minerals.

• Against this backdrop, the Indian economy demonstrated resilience and macroeconomic stability during FY 2025-26, despite a challenging global environment.

• Growth was primarily supported by strong domestic consumption, sustained public capital expenditure and a gradual improvement in private investment activity.

• Inflation was contained, supporting consumer confidence.

• External stability was maintained through strong services exports, remittances, and forex reserves.

• Late-year geopolitical tensions increased oil prices and logistics costs but had limited overall impact due to strong domestic fundamentals.

• Overall, the year 2025-26 reflected moderate global growth with uncertainty, while India showed strong stability and long-term resilience.

Industry:

• During FY 2025-26, the Kitchenware and Kitchen Appliances segment, in which your Company primarily operates, saw steady growth, supported by resilient domestic demand, urbanisation, and evolving consumer preferences across categories such as pressure cookers, cookware, gas stoves, and small appliances.

• Despite global challenges like supply chain shifts, commodity volatility, and geopolitical tensions, the industry maintained momentum due to strong domestic demand.

• Growth was driven by replacement demand, rising incomes, organised retail expansion, and adoption of modular kitchens, with increased demand for non-gas appliances in the final quarter driven due to the conflicts witnessed in the middle east.

• Consumers increasingly preferred convenient, energy efficient, and premium products, though affordability remained important in price-sensitive segments.

• Competition intensified with multiple players, driving focus on pricing, innovation, branding, and omni-channel distribution.

• Moderate cost pressures persisted, with late-year geopolitical tensions raising input and freight costs, though impacts were manageable through sourcing and pricing strategies.

• Local manufacturing gained traction, supported by policy initiatives, while sustainability considerations grew in importance.

Consumer/Channel Scenario:

• In FY 2025-26, the Kitchenware and Kitchen Appliances industry continued shifting toward an omnichannel model, blending traditional trade, modern retail, and ecommerce.

• General trade and exclusive outlets remained key, while organised retail expanded in urban and semiurban areas. Ecommerce and quickcommerce grew strongly, driven by convenience and wider product availability.

• Demand remained largely domestic, supported by steady incomes, replacement demand, and focus on convenience and home improvement.

• Consumers preferred branded, durable, and feature rich products, with premiumisation trends visible in urban markets, while value considerations remained important in mass segments.

• Health, safety, ease of use, and energy efficiency became key purchase factors, along with brand trust and after sales service.

• Promotional offers and digital marketing significantly influenced buying decisions.

• The year saw stable demand and a balanced channel mix, with companies having strong brands and multichannel reach were better positioned to grow.

Export Market:

• In FY 2025-26, exports were moderate, impacted by subdued global demand, higher freight costs, and geopolitical uncertainties.

• Merchandise exports faced pressure from slow growth and supply chain disruptions, while services exports remained relatively resilient.

• Late-year West Asia tensions increased logistics challenges and costs, affecting timelines and margins; however, diversified markets and cost management helped keep overall exports stable.

B. ANALYSIS OF PERFORMANCE:

• Your Company had a sales growth of around 9.6% during the financial year and the growth was seen across categories and in all key channels thus breaking the low-growth phase seen in the last few years.

• Your Company continues to maintain leadership positions in all the key categories like Pressure Cookers, Cookware, Value added Gas Stoves, Induction Cooktop, Kettles, etc and has seen improvements in its market share in most of these categories.

• During the year Company focussed on introduction of new innovative products across categories including Cooker, cast iron cookware, light weight cast iron cookware, Safesense Kitchen Hood, range of Triply Cookware, Gas Stoves, Induction - Radiant Heater Combo Cooktops, Hobs, Mixer Grinders, Air Fryers and other small domestic appliances. The new introductions constituted more than 30% of the sales.

• While for some of the new & innovative products are imported from China, the indigenisation of its manufacturing in India is also undergoing.

• The General Trade had seen good growth during the year after a lag of around 3 years. Prestige Xclusives, Modern Format Stores had also seen a substantial growth during this year, while E-Commerce continued to lead this growth.

• During the year, your Company introduced range of innovative 'Go-To-Market' (GTM) strategies that enabled sustained and consistent growth across all quarters. These initiatives strengthened the Company's performance across various channels and product categories, reinforcing its market position.

• Your company has established a strong and well- balanced presence across all distribution channels, consistently nurturing positive and collaborative relationships with its channel partners, both online and offline. It has proactively managed and minimized channel conflicts without diluting product value or resorting to aggressive, unsustainable pricing strategies. At the same time, the company has effectively addressed distribution gaps, ensuring wider consumer reach through a seamless integration of traditional and modern trade channels.

• The Company offers a diversified product portfolio, including Pressure Cookers, Cookware, Kitchen Electrical Appliances, Gas Stoves, Induction Cooktops, and Small Domestic Appliances. The category-wise turnover is detailed in the table below.

(Rs.in Crores)

• The domestic sales registered a growth of 9.8% with the Sales increasing from Rs 2464 Crores to Rs 2704 Crores.

• The Sales through MFIs to Rural markets and Canteen Stores Department (CSD) continued to be a challenge during the year

• During the year, the traditional channel, comprising general trade, exclusive stores, e-commerce, and modern trade, delivered robust growth of 11.6%. Despite this strong performance, weaker traction in Rural and CSD tempered the overall domestic market growth, which stood at 9.8%.

• Judge, positioned as a tactical brand, has demonstrated strong progress following its repositioning in FY 2023-24. The brand contributed approximately '108 crores to sales during the year, compared to Rs 68 crores in the previous year—representing a robust growth of 59%. This performance was supported by the launch of several new products and a further expansion of the Company's distribution network for Judge brand offerings. This brand is segmented with differentiated product portfolio and distribution strategy to ensure non-cannibalisation of Prestige branded sales.

• Exports continued to be impacted by the weak global economic environment and evolving geopolitical uncertainties. As a result, export sales during the year stood at Rs 68.3 crores as compared to Rs 66.6 crores in the previous year, reflecting a marginal growth of

2.6%. The ongoing West Asia crisis further affected performance, with certain orders remaining unfulfilled due to disruptions and closures of key shipping routes.

• Commodity prices, including aluminium, stainless steel (SS), tri-ply materials, copper, etc. witnessed an upward trend from the third quarter of the financial year. This increase in input costs prompted the Company to implement selective price revisions across certain product categories towards the latter part of Q3, with the objective of safeguarding gross margins during the year. The upward pressure on commodity prices has continued even in Q4 and post year-end, driven by the ongoing West Asia crisis, further intensifying cost challenges.

• Investment for Long Term Strategy and Plan

o As communicated earlier, your Company had, in the previous year, articulated a comprehensive long-term strategy with an overall planned outlay of approximately Rs 500 crores over a period of three years, commencing from Q4 of FY 2024-25.

o This strategic investment is broadly categorized into:

- Business Excellence Initiatives (Revenue): Rs 200 crores

- Capital Expenditure (Capex): Rs 300 crores

o Under this plan, the Company has been actively working towards achieving holistic business excellence, encompassing:

- Innovation and product development

- Design capabilities

- Manufacturing and sourcing efficiencies

- Go-to-market strategies with sharper segmentation

- Logistics cost optimization

- Customer service enhancement

o Key initiatives undertaken during the year include:

- Strengthening innovation teams across both Kitchen Appliances and Kitchenware segments

- Establishing a dedicated Innovation Lab for Kitchen Appliances

- Streamlining manufacturing operations and sourcing processes

- Driving digitization initiatives across functions

- Implementing cost optimization measures

o The progress across these initiatives remains aligned with the planned roadmap.

o While most of these efforts are medium- to longterm in nature, the Company has already begun

witnessing early benefits during the current year, with more substantial gains expected as implementation matures.

o The investment program is designed to strengthen the core business segments, namely:

- Pressure Cookers & Cookware

- Domestic Kitchen Appliances (electric and non-electric)

- Select Export Markets with potential

o Where required, the Company continues to leverage external expertise in specialized domains to accelerate execution. This strategic plan is expected to:

- Enable sustainable revenue growth

- Improve operational efficiency and cost structures

- Deliver long-term value creation

o However, given the upfront nature of certain onetime "soft" investments, there may be a temporary impact on operating EBITDA margins over the next few quarters. These investments are necessary to build future capabilities and are expected to yield returns over time as cost savings and revenue growth materialize.

o During the current financial year, the Company has incurred approximately Rs 82.6 crores (PY Rs 29.8 crores) in soft expenses towards the execution of its long-term growth strategy. Capital expenditure was of the order of Rs 87 Crores.

• Exceptional Items of expenses

o During the year your Company had incurred exceptional expenses of Rs 26.9 Crores (PY Rs 32.3 Crores) as detailed below

- Expenditure towards Voluntary Retirement Scheme Rs 9.98 Crores

- Incremental impact in provision of Gratuity and Compensated Absences liability arising from the change in the definition of wages under the New Labour Code - Rs 16.9 Crores

- In the previous year FY 24-25 your company had incurred exceptional expenses of Rs 32.3 Crores towards provision for impairment of our investment in Horwood Homewares Ltd, UK considering the continued geo-political tensions, uncertain timelines on the recovery of the UK and European economy

• Your Company delivered Operating EBITDA (before long-term strategic investments and exceptional items) of Rs 386 crores (PY Rs 300 Crores); growth of 28.5% and Profit before tax (before long-term strategic investments and exceptional items) at Rs 360 Crores (PY Rs 294 Crores); growth of 22.5%. Operating EBITDA

margin (before long-term strategic investments and exceptional items) was at a healthy level of 13.9% (PY 11.9%).

• The depreciation charge was higher at Rs 74.4 crores (PY Rs 64.4 Crores) due to investment in fixed assets.

• The Net profit after tax was at Rs 185.5 Crores (PY Rs 162.7 Crores); growth of 14.0%.

• The standalone EPS (face value of Rs 1/-) was at Rs 13.54 (PY Rs 11.81)

• As communicated in prior years, your Company does not pursue a standalone margin-led strategy; instead, it remains focused on driving sustainable growth while delivering fair long-term returns on capital employed. Consistent with this approach, the operating Return on Capital Employed (ROCE) continued at 29.3% during the year, (PY 29.3%), reflecting the impact of an expanded asset base as the Company continues to invest in its long-term growth strategy.

• The Company is debt-free and carried a comfortable free cash of over Rs 877 Crores (including short term Liquid investments) as on March 31, 2026.

• The consolidated turnover and profit before tax (before long-term strategic investments and exceptional items) of the Company and its subsidiaries amounted to Rs 2974 Crores (PY Rs 2715 Crores); growth of 9.5% and Rs 330 Crores (PY Rs 276 Crores); growth of 19.6% respectively.

• Despite a challenging macroeconomic environment during the year, the Company maintained stable operational performance. None of the key financial ratios — including inventory turnover, receivable turnover, net current asset turnover, margins, and return on net worth — experienced a variance of 25% or more compared to the previous year, reflecting the resilience of the underlying business model and effective operational management.

• During the year under report your Company introduced around 162 new SKUs covering Pressure Cookers, Cookware, Gas Stoves, Induction Cook tops, Mixer Grinders, Rice Cookers, and other Small Domestic Appliances.

• Prestige Xclusive network was consolidated and rationalized where necessary and new outlets were also added during the year. The number of outlets as at Mar 31, 2026 was at 711 (PY 667). The network now covers 324 Towns. The spread of the network is also evenly distributed between Metros, Mini-Metros, Tier 1, Tier 2, and Tier 3 cities.

• Service network as of Mar 31, 2026 stands at 568 centres (PY - 487 centres).

The Board of Directors considers the Company's performance during the year as excellent, particularly in the context of persistently challenging macroeconomic conditions and evolving geopolitical developments. Notwithstanding these external headwinds, the Company has sustained its leadership position, maintaining a dominant market share in both value and volume terms across its key product categories. Your directors are happy to recommend a dividend of Rs 7.50 per share of face value Rs 1/- each for FY 2025-26 (PY: Rs 6.00 per share of face value Rs 1/- each).

C. AWARDS AND RECOGNITIONS

Your Company continued to be recognized by various agencies for its high-quality performance under various parameters. During the Financial Year 2025-26, your Company bagged the following awards/recognitions.

• Superbrand 2025 for Consecutive 20 Years by Superbrands India Media Private Limited

• Consecutive 2 Years Kitchen Retailer of the year - 2025 by IREC Awards.

• Consecutive 5 Years Franchisor of the Year Award 2025 by Franchise India

• India's Most Trusted Kitchen Solutions Brand 2025 by TRA's Brand Trust Report

• India's Most Desired Kitchen Solutions brand in 2025 by TRA's Brand Report

• ACEF Award for #Let's get cooking campaign in Shubhutsav 2025

• The Next Gen Digi content Award for #Let's get cooking campaign in Shubhutsav 2025

• IMA Awrads for Best Influencer Marketing in Shubhutsav campaign 2025

• BW Merit Awards for Best Integrated Marketing for #let's get cooking campaign in Shubhutsav 2025

• E4m IMA awards for Festive marketing in 2025

• DOD award for Best cross channel marketing campaign on Mother's day 2025

• Driver's of Digital Awards for Best digital marketing influencer campaign- KKR Knight Bites

• IAMAI's Digital Native Brand Awards for Best Influencer Marketing Campaign in Shubhutsav

• National Feather Award for Best Marketing Campaign- #let's get cooking

• Ink Spell Driver's of Digital Awards for Best Digital Influencer Marketing Campaign #let's get cooking

• National Feather Awards for Marketing Campaign of the year for Every Kind of Cook 2025

• E4m IMA award for Best Use of PR - Svachh Deep Lid Installation at Carter Road 2025

• Won Effie for Marketing Disruptors Product Award- Efficia Gas stove 2025

• E4m ICMA for Best Integrated PR led content campaign - TTK Prestige Svachh deep lid installation at Carter Road 2025

• E4m ICMA for Best Content Marketing by Media (use of 2 or more mediums)- Andhericha Raja Ganeshostav with FeverFm

• E4m ICMA for Best Collaboration Video under Youtube Category- Prestige x KKR IPL Knight bites

• "Top 50 Companies with Great Managers" in India for 2026 by People Business in partnership with The Economic Times

D. SUBSIDIARY COMPANIES & CONSOLIDATED RESULTS:

a) Horwood Homewares Ltd, United Kingdom

• The operating subsidiary, Horwood Homewares Limited (Horwood), reported sales of ?14.0 million during the year, compared to ?14.2 million in the previous year. The modest decline in revenue was primarily attributable to the slowdown in the UK economy and recessionary trends across the UK, Europe, and the USA — the key markets in which Horwood operates — driven in part by prolonged geopolitical uncertainties.

• The operating EBITDA for the year stood at ?(0.9) million, as against ?0.3 million in the previous year. The decline in EBITDA was largely due to lower sales volumes and elevated cost pressures arising from inflation, notwithstanding an improvement in gross margins by approximately 3% year- on-year.

• Your Company remains confident that, with a recovery in economic conditions across the UK, Europe, and the USA, Horwood is well- positioned to achieve improved sales growth and enhanced profitability going forward.

b) Ultrafresh Modular Solutions Limited, India Ultrafresh Modular Solutions Limited (Ultrafresh) reported a turnover of Rs 36.3 crores during the year, as compared to Rs 32.5 crores in the previous year, registering a growth of 11.8%. The Company reported an EBITDA of Rs (7.6) crores, as against Rs (9.3) crores in the previous year.

• The higher losses during the period are primarily attributable to strategic investments in people and systems aimed at supporting long-term growth. Ultrafresh is, however, actively implementing cost optimization initiatives and remains focused on improving EBITDA margins over the coming quarters.

• Being a 51% Subsidiary Company their financials are consolidated appropriately in the Consolidated Financial Statements.

The consolidated financials are attached to this Annual Report separately.

E. OUTLOOK & OPPORTUNITIES:

• The Indian economy is expected to continue as a high-growth engine, supported by resilient domestic demand, sustained infrastructure investments, and the rapid expansion of the digital ecosystem. While global uncertainties and regulatory complexities persist, India's structural strengths position it well for continued growth. Continued focus on infrastructure, innovation, and financial inclusion will help India navigate challenges and strengthen its global economic role.

• India is likely to remain one of the fastest-growing major economies globally, with GDP growth expected to remain in the range of 6-6.5% over the medium term, underpinned by strong macroeconomic fundamentals.

• Domestic consumption and infrastructure investments are expected to remain key drivers of economic expansion, supported by government initiatives and improving rural and urban demand.

• Evolving global trade dynamics and geopolitical developments will continue to influence India's economic trajectory. India's strong trade relationship with key partners, including the United States, is expected to play a significant role, although shifting global trade patterns may create both opportunities and challenges.

• Fiscal measures, including tax incentives and consumption-oriented policies, are expected to support consumer spending. However, uncertainty around global trade policies and tariff structures, particularly in key export markets, may temper some of these benefits.

• The outlook for the consumer durables industry in India remains positive, with continued growth expected, driven by rising disposable incomes, premiumization trends, and increasing adoption of technology-enabled products.

• The continued expansion of e-commerce and omnichannel distribution will further enhance accessibility and convenience for consumers, particularly in the kitchen appliances segment.

• The ongoing global shift towards diversified sourcing and the increasing preference for India as an alternative manufacturing hub, especially in the context of geopolitical realignments and trade restrictions, are expected to create export opportunities. Your Company continues to collaborate closely with its export customers to expand product offerings and increase sourcing volumes, subject to stability in global market conditions.

• Your Company remains focused on driving operational efficiencies and cost optimization, enabling it to sustain healthy profitability even in scenarios where growth may be impacted by external factors such as channel disruptions, geopolitical uncertainties, or climatic variations.

• Backed by its strong brand equity, extensive distribution network, and exclusive retail presence, your Company is well-positioned to effectively reach and serve end consumers across markets.

• Your Company continues to maintain a debt- free balance sheet, with robust manufacturing and sourcing capabilities, adequate capacities, and a strong human capital base, providing the flexibility to scale up operations swiftly in response to market demand.

• Under the above circumstance your Company is confident that it will maintain the growth paths in the coming year with stable operating margins if projected GDP growth of 6.2% is achieved.

F. MEDIUM & LONG-TERM STRATEGY:

• To leverage the growth opportunities arising from the Indian economy, your Company has developed a comprehensive blueprint to accelerate growth over the next 3-5 years, with a strong focus on design, innovation, go-to-market strategy, operational excellence, and cost optimization. As outlined earlier, the Company will undertake appropriate investments—both strategic (soft) and capital (hard) over the next couple of years and will continue to engage with external experts and consultants to support this transformation journey.

• Your Company remains committed to strengthening its leadership position in the kitchen domain by expanding its product portfolio and driving growth through innovation, brand building, manufacturing excellence, distribution reach, sourcing efficiencies, enhanced service capabilities, and deeper customer engagement. Focus will continue on reinforcing these core capabilities to sustain competitive advantage.

• The Company has brought together a leadership team with a strong blend of experience and diverse skill sets. In addition, long-term incentive plans have been implemented to attract, retain, and motivate talent, aligning employee interests with the Company's long-term objectives. Your Company has already commissioned a state of the art Innovation Centre at Bengaluru and another being fully upgraded in Hosur. Fresh thrust has been made to upgrade all the product folios with significant deployment of resources in design lead innovation to win consumers for life-time. The fruits of these efforts are expected to flow in during the next two years.

• Over the medium to long term, the Company aims to achieve growth rates exceeding overall GDP growth, while maintaining healthy operating EBITDA margins and strong Return on Capital Employed (ROCE), before accounting for one-time investments related to strategic initiatives. This outlook remains subject to external factors beyond the Company's control, including macroeconomic, geopolitical, and market conditions.

G. THREATS

The Indian kitchenware industry continues to remain highly fragmented, with a significant presence of unorganized and regional players alongside established organized brands and emerging entrants. The unorganized segment, with its lower-cost offerings, continues to exert pricing pressure, particularly in rural and semi-urban markets, thereby impacting the ability of organized players to expand market share and sustain premium positioning.

The operating environment is expected to remain dynamic, influenced by evolving macroeconomic conditions and geopolitical developments, including the ongoing West Asia crisis and shifting global trade dynamics. These factors, coupled with inflationary trends, currency volatility, and fluctuations in raw material and energy costs, could result in increased input costs and supply chain uncertainties. Any escalation in geopolitical tensions or changes in tariff structures may further impact sourcing costs and logistics.

In a competitive market characterized by high price sensitivity, the ability to fully pass on cost increases to customers may remain constrained, which could have an adverse impact on margins. Additionally, the industry is witnessing increasing competition from both organized players and new-age brands, making continuous product innovation, premiumization, and differentiation critical for sustaining growth and market relevance. Any delay in launching new products or adapting to changing consumer preferences may affect the Company's performance.

The Company continues to adopt a prudent and agile approach to cost management, including optimization of sourcing strategies, improved operational efficiencies, and calibrated pricing actions. It also remains focused on strengthening its product portfolio through innovation and brand investments. These measures are aimed at mitigating external risks and maintaining stable EBITDA margins over the medium term, consistent with its demonstrated performance in recent years.

H. RISKS AND CONCERNS

The various macroeconomic risks and uncertainties that could impact the Company have been discussed in the preceding sections and are primarily attributable to external factors beyond the Company's control.

I. RISK MANAGEMENT

The Company has constituted a Risk Management Committee in accordance with the requirements of the SEBI (LODR) Regulations, the details of which are provided in the Report on Corporate Governance.

The Company has in place a Risk Management Policy for identification, assessment, and mitigation of risks, including those which, in the opinion of the Board, may threaten the existence of the Company. The detailed policy is available on the Company's website www.ttkprestige.com

The Company maintains a structured risk management framework commensurate with its size and nature of operations. The framework encompasses identification and mitigation of key internal and external risks, including those relating to business strategy, operations, business continuity, regulatory compliance, financial reporting, information technology systems, cybersecurity, and internal controls.

Environmental, social, and governance (ESG) considerations are also integrated into the risk management process in line with regulatory requirements.

The Company continues to engage independent professional firms to strengthen its risk management practices and undertake periodic risk audits. The overall risk framework is reviewed periodically by the Board to ensure its effectiveness and alignment with the Company's evolving risk profile.

J. CYBER SECURITY:

The Company maintained a robust information security and cyber risk management framework during the year, with no material cybersecurity incidents reported. Attempted intrusion events were identified through continuous monitoring mechanisms and were effectively contained through established incident response protocols.

In light of the evolving threat landscape, driven by increasing digital adoption and advancements in technologies such as artificial intelligence, the Company recognizes the heightened risk exposure and expanding attack surface. Accordingly, the Company continues to strengthen its cybersecurity posture through the adoption of industry-recognized standards, implementation of layered security controls, and enhancement of detection and response capabilities, including real-time monitoring and threat intelligence.

The Company's information security framework encompasses policies and procedures covering access management, data protection, network security, vulnerability management, and business continuity. Periodic assessments, including vulnerability assessments and risk-based reviews, are undertaken to ensure the effectiveness of controls.

Further, the Company conducts regular cybersecurity awareness and training programs for employees to improve preparedness against phishing, malware, and other social engineering threats, thereby reinforcing the human layer of defence.

The Company remains committed to continuously enhancing its cyber resilience and governance framework to mitigate emerging risks and safeguard critical information assets in line with evolving regulatory and industry expectations.

K. SHARE CAPITAL

The Authorised Capital of your Company is at '15 crores divided into 15,00,00,000 equity shares of Rs 1/- each.

The paid-up equity share capital as on March 31, 2026, was Rs 13.70 Crores (PY Rs 13.69 Crores).

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

Employee Stock Option Plan

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

The Nomination and Remuneration Committee administers these plans. The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended ("Employee Benefits Regulations") and there have been no material changes to these plans during the financial year. Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under the Employee Benefits Regulations are available on the Company's website at:

https://ttkprestige.com/corporate/investor-centre/corporate-governance/

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

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

During the financial year 2025-26, the Company allotted 1,010 equity shares (PY: 2,620) pursuant to exercise of employee stock options. The equity shares allotted / transferred under the Employee Stock Option Schemes shall rank pari-passu with the existing equity shares of the Company.

L. FINANCES

Your Company continues to generate strong post-tax operating free cash flows, which have been judiciously deployed towards capital expenditure, strengthening of a cost-efficient supply chain, and payment of dividends.

On a standalone basis, the Company remained debt- free during the year and maintained a strong liquidity position, with cash and liquid investments exceeding Rs 877 crores as at year-end.

M. CAPITAL EXPENDITURE PLANS

Your Company has spent about Rs 87 crores in FY 25-26 (PY Rs 39 crores) including automation, investment in renewable energy, information technology, and establishing additional lines. The capex for FY 26-27 is estimated at around '100 crores including normal capex, logistics and capacity augmentation.

N. INVESTMENTS

Company carries short-term investments in mutual funds and fixed deposits as a part of treasury operations as mentioned in para-L. In addition, the Company has also placed a sum of Rs 5 Crores with GramyaHaat Rural Tech Pvt Limited as Compulsorily Convertible Debentures (CCD) and a sum of Rs 11 Crores as InterCorporate Deposits with its 51% Indian Subsidiary M/s. Ultrafresh Modular Solutions Limited.

O. INTERNAL CONTROL SYSTEMS

The Company has in place an adequate system of internal controls, commensurate with the size, scale, and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of business, the safeguarding of assets, and the reliability of financial and operational information.

The Company continues to strengthen its internal control framework in line with the growth in business activities and evolving regulatory requirements. Identified control gaps, if any, are addressed in a timely manner, and appropriate remedial measures are implemented.

An independent firm of Internal/Management Auditors carries out periodic internal audits and provides recommendations for strengthening the internal control environment. The audit findings and corrective actions are reviewed by the Management, and significant observations, along with their status, are placed before the Audit Committee at regular intervals.

P. DEVELOPMENTS IN HUMAN RESOURCES

In line with our strategic objectives, your company continued its focus on implementing strategic HR initiatives in the areas of organisational restructuring, learning and development, talent management, and succession planning. Transitions at key leadership levels have been successfully completed. To build a future-ready organisation, your Company continues to invest in building organisational capabilities. key talent has been onboarded in areas such as Innovation and R&D, Strategy & PMO, Sales & Marketing, Customer service & Quality etc.

To meet changing business requirements and build a future-ready workforce, your company continues to invest in upskilling and reskilling its people through customised learning & development initiatives. There is an enhanced focus on leadership development through visioning and strategy initiatives.

Your company has been awarded with "Top 50 companies with Great Managers" in the Great Managers Awards event conducted by People Business in partnership with The Economic Times which is a testament of our culture that nurtures managerial excellence.

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

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

Employee wellbeing remains a key focus area for your Company. Awareness sessions on physical and emotional wellbeing were conducted by experts across all TTK Prestige locations, alongside ongoing efforts to strengthen safety infrastructure and behavioural safety training and awareness programmes to ensure a safe and healthy work environment for all. Employee engagement initiatives have also been conducted across locations to enhance the overall employee experience.

Despite macroeconomic uncertainties and external headwinds, your company ensured continuity in its HR policies by implementing timely merit-based annual increments and disbursing performance-linked variable pay for FY 2025-26, effective April 01,2026. Your Company continues to maintain harmonious Industrial Relations across all manufacturing units to ensure smooth manufacturing operations. Long-term wage settlement has been successfully concluded at the Karjan factory. Your company also implemented a Voluntary Retirement Scheme (VRS) for the workers at Hosur factory, and a total of 46 workers opted for the VRS.

As of March 31,2026, the direct employee headcount stood at 1476, compared to 1470 in the previous year. The Company continues to focus on diversity and inclusion and is committed to providing equal opportunities and a safe, respectful workplace for all employees.

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, 2026.

DIVIDEND

Your directors are happy to recommend a dividend of Rs 7.50 per share of face value Rs 1/- each for FY 2025-26. (PY: Rs 6.0 per share of face value Rs 1/- each).

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has adopted a Dividend Distribution Policy and the same is available on the Company's website at:

https://ttkprestige.com/wp-content/uploads/2024/04/DIVIDEND-DISTRIBUTION-POLICYpdf

FUTURISTIC STATEMENTS

This Directors' Report and the Management Discussion and Analysis included therein may contain certain statements, which are futuristic in nature. Such statements represent the intentions of the Management and the efforts being put in by them to realize certain goals. The success in realizing these goals depends on numerous factors both internal and external. Therefore, the investors are requested to make their own independent judgments by considering all relevant factors before taking any investment decision.

CORPORATE GOVERNANCE

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

BUSINESS RESPONSBILITY & SUSTAINBILITY REPORT

Your Company now forms part of the Top 500 listed companies of India and is mandatorily required to provide a Business Responsibly & Sustainability Report as part of the Annual Report in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. This report is separately presented as part of this Annual Report. SUSTAINABILITY - ENVIRONMENTAL, SOCIAL AND GOVERNANCE

The Company remains committed to addressing global environmental challenges, including climate change and resource conservation, through sustained focus on sustainable product design and manufacturing practices. Key product categories such as pressure cookers and induction cooktops are designed to promote energy efficiency and reduce environmental impact.

The Company continues to undertake design optimization initiatives and invest in efficient manufacturing processes aimed at reducing the consumption of raw materials such as aluminium and steel, as well as key utilities including water, power, and fuel. Increasing adoption of renewable energy sources, including solar power, and the development of environmentally responsible manufacturing facilities further support the Company's sustainability objectives.

These initiatives reflect the Company's ongoing efforts to minimize its environmental footprint while enhancing operational efficiency and contributing to long-term sustainable growth.

During the year, your Company's factories at Coimbatore, Roorkee and Khardi were certified for GreenCo - Green Company Rating System by CII - Sohrabji Godrej Green Business Centre a nationally recognised framework for assessing environmental performance of companies.

In the earlier years your Karjan and Hosur factories got certified for the same. With this all your Company's factories are certified for GreenCo Ratings. These certificates are valid for 3 years as detailed below:

Your Company is in the process of improving this rating further in the coming years.

The report on sustainability is separately presented as part of Business Responsibility & Sustainability Report. LISTING

Your Company's shares are listed in the BSE Limited (BSE) Mumbai and National Stock Exchange of India Limited (NSE), Mumbai and the applicable listing fees have been paid.

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

a. Number of Meetings of the Board:

The Board of Directors met five times during the year 2025-26. The details of the Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance.

b. Corporate Social Responsibility (CSR) Committee:

As per the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder, your Company has in place a Corporate Social Responsibility Committee which comprises of Dr. Mukund T.T. as Chairman and Mr. R. Srinivasan, & Mrs. Akila Krishnakumar as Members. Mr T.T. Jagannathan was the Chairman of this Committee until he retired from the Board on August 07, 2025.

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

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

c. Composition of Audit Committee:

The Audit Committee now comprises of Mr. V. Ranganathan as Chairman and Ms. Sandhya Vasudevan, Dr. Mukund T.T. & Mr. Prabhakar Jain as Members.

Mr T.T. Raghunathan, Promoter Director & Chairman of the Company, was a Members till August 07, 2025.

Dr Mukund T.T., Promoter Director & Vice-Chairman of the Company was appointed to the Committee with effect from August 08, 2025.

Three members of the Committee are Independent Directors. Mrs. Manjula K.V. is the Secretary of the Audit Committee. More details on the Committee are given in the Report on Corporate Governance.

d. Related Party Transactions:

During the year under review, the Company has not entered into any materially significant related party transactions with its Promoters, Directors, Key Managerial Personnel, or their relatives that may have a potential conflict with the interests of the Company. All related party transactions are placed before the Audit Committee and the Board for approval, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations. Prior omnibus approval of the Audit Committee is obtained for transactions that are repetitive or of a routine nature.

A statement of related party transactions entered into pursuant to the omnibus approval is placed before the Audit Committee and the Board on a quarterly basis for their review and ratification.

The Register of Contracts and Arrangements in which Directors are interested is maintained in accordance with statutory requirements and is placed before the Audit Committee and the Board at regular intervals.

The Board of Directors of the Company, on the recommendation of the Audit Committee, approved and adopted a policy on Related Party Transactions, to regulate the transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Policy as approved by the Board is uploaded on the Company's website at www.ttkprestige.com

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

e. Directors and Key Managerial Personnel:

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

(i) Appointment / Re-appointment of Directors:

(a) Late Mr. T.T. Jagannathan - Chairman Emeritus & Promoter Director of the Company retired from the Board with effect from August 07, 2025 after serving the Board for over 50 years.

The Board placed on record its deep appreciation for the massive contributions made by Late Mr. T.T. Jagannathan for the Company as its Managing Director, Chairman, Non-Executive Chairman and Director for over 50 years.

(b) Mr. T.T. Raghunathan & Mr R. Srinivasan are liable to retire by rotation at the ensuing Annual General Meeting and are eligible, for re-appointment.

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

All the Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of appointment of the Independent Directors are posted on the website of the Company www.ttkprestige.com

(iii) Key Managerial Personnel (KMP):

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

• Mr. Venkatesh Vijayaraghavan, Managing Director & Chief Executive Officer

• Mr. R. Saranyan, Wholetime Director & Chief Financial Officer

• Mrs. Manjula K.V., Company Secretary & Compliance Officer

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

In compliance with the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. During the year, one separate meeting of Independent Directors was held to consider various aspects of management of the Company as well as to review the performance of the Board, its committees, and non-independent Directors. More details on the same are given in the Report on Corporate Governance. The Board evaluation for FY 2025-26 was completed at the Meeting held on March 20, 2026.

(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 Executive Directors including functional heads, are as approved by the Nomination and Remuneration Committee and the Board. More details on the same are given in the Report on Corporate Governance.

f. Auditors:

(i) Statutory Auditors and their Report and Reappointment:

Audit Report: M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants have carried out the Audit for the financial year under review. The Auditors' Report to the Shareholders for the year under review does not contain any qualifications.

(ii) Cost Auditor and Cost Audit Report:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Records of the Company relating to "Stainless Steel Pressure Cookers and Cookware" are required to be audited.

The Board of Directors, on the recommendation of the Audit Committee, appointed Ms. Jayanthi Hari as Cost Auditor of the Company, for the financial year 2026-27 and fixed her remuneration.

Ms. Jayanthi Hari has confirmed that her appointment is within the limits of the Section 141 of the Companies Act, 2013 and has also certified that she is free from any disqualifications specified under the provisions of Section 141 of the Companies Act, 2013.

The Audit Committee also received a Certificate from the Cost Auditor certifying the independence and arm's length relationship with the Company. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder, the approval of the Members is sought by means of an Ordinary Resolution for the remuneration payable to Ms. Jayanthi Hari, Cost Auditor, under Item No. 5 of the Notice convening the Annual General Meeting.

The Cost Audit Report for the year ended March 31, 2026, 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 2025-26. The Report of the Secretarial Auditor in Form MR-3 is annexed to this report as Annexure "F". The report does not contain any qualification.

g. Transfer to Investor Education and Protection Fund.

(i) Unclaimed Dividends for the year ended March 31, 2018 (Interim and Final):

Your Company has transferred a sum of Rs 13,25,580 during the financial year 2025-26 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, 2018, which were lying unclaimed with the Company for a period of seven years from their respective due dates of payment. (ii) Transfer of Shares to the Demat Account of the IEPF Authority for the year ended March 31, 2018:

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 4,494 Equity Shares of Rs 1/- each fully paid-up, in respect of which the dividends unclaimed / unpaid for a period of seven consecutive years.

h. Disclosure with respect to Demat suspense account / unclaimed suspense account.

Your Company does not have any Unclaimed Shares.

i. Conservation of Energy:

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

j. Particulars of Employees:

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

k. Subsidiary Companies:

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

Your Company holds 51% of the equity capital of Ultrafresh Modular Solutions Limited, a subsidiary of your Company with effect from January 2023. Pursuant to Sec.129(3) of Companies Act, 2013, the Consolidated Financial Statements are attached to this Annual Report. The particulars of all the subsidiaries in the prescribed format AOC- 1 is also attached to the financial statements. In accordance with Sec.136 of the Companies Act, 2013, the Financial Statements of each of the subsidiaries are available on the website of the Company www.ttkprestige.com.

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

Your Company had not given any loan, provided any guarantee or made any investment under Section 186 of the Companies Act, 2013 except for the following:

Your Company holds 1,440 equity shares of Rs 10/- each fully paid in TTK Healthcare Limited, 20,700,000 shares of GBP 1 each fully paid-up in TTK British Holdings Limited and 5,32,860 equity shares of Rs 10 each fully paid-up in Ultrafresh Modular Solutions Limited.

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

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

n. Whistle Blower Policy:

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

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

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

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, there were no complaints. Your Company regularly conducts awareness programmes across its units in this regard.

p. Registered Office: There has been no change in the location of the Registered Office of your Company.

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

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Sec.134 (5) read with Sec.134 (3)(c) of the

Companies Act, 2013 your Directors confirm,

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

b. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c. That they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

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