Key Resolutions for Shareholder Approval

1. Appointment of Dr. D Karthikeyan, IAS (DIN: 02259481) as Director

  • Resolution Type: Ordinary Resolution
  • Appointment Details: Appointed as Additional Director (Non-Executive & Non-Independent) effective 5th August 2026
  • Nominated by: Tamilnadu Industrial Development Corporation Limited (TIDCO), co-promoter of the Company
  • Liability: To retire by rotation
  • Background: 1997-batch IAS officer, currently serves as Principal Secretary/CMD of TIDCO

2. Appointment of Mr. K Vivekanandan, IAS (DIN: 08168373) as Director

  • Resolution Type: Ordinary Resolution
  • Appointment Details: Appointed as Additional Director (Non-Executive & Non-Independent) effective 5th August 2026
  • Nominated by: Tamilnadu Industrial Development Corporation Limited (TIDCO), co-promoter of the Company
  • Liability: To retire by rotation
  • Background: 2006-batch IAS officer, currently serves as Special Secretary to Government, Industries Department

3. Approval of Titan Company Limited Performance Based Stock Unit Scheme, 2026

  • Resolution Type: Special Resolution
  • Purpose: Grant of Performance Based Stock Units (PSUs) to eligible employees of Titan Company Limited
  • Maximum PSUs: 15,00,000 (Fifteen lakh) PSUs
  • Equity Shares: Corresponding to 15,00,000 equity shares of face value ₹1 each
  • Dilution: 0.17% of paid-up equity share capital as on 30th June 2026
  • Administration: Through existing Titan Employee Stock Option Trust

4. Approval of Scheme 2026 for Subsidiary Company Employees

  • Resolution Type: Special Resolution
  • Purpose: Grant of PSUs to eligible employees of subsidiary company(ies) of Titan Company Limited
  • Terms and conditions identical to Resolution 3
  • Cross-charge mechanism: Cost of grants to subsidiary employees will be recovered from respective subsidiaries

5. Authorization for Secondary Acquisition of Equity Shares and Financial Assistance

  • Resolution Type: Special Resolution
  • Purpose: Authorization for Titan Employee Stock Option Trust to make secondary acquisitions of up to 15,00,000 equity shares
  • Financial Assistance: Board authorized to provide loans, guarantees, or other financial assistance to the Trust
  • Current Trust Holdings: 4,38,347 equity shares held for Scheme 2023 obligations
  • Outstanding PSUs: 2,51,276 PSUs under Scheme 2023 pending vesting/exercise

Voting Details

  • Cut-off Date: 7th August 2026 (for determining voting rights)
  • Remote E-voting Period: 19th August 2026 (9:00 AM IST) to 17th September 2026 (5:00 PM IST)
  • E-voting Service Provider: National Securities Depository Limited (NSDL)
  • Results Declaration: On or before 21st September 2026
  • Scrutinizer: Mr. V Sreedharan or Mr. Pradeep B. Kulkarni of M/s. V. Sreedharan & Associates

Scheme 2026 Key Features

  • Performance Period: 3 financial years (may extend to 5 years maximum)
  • Vesting Conditions: Based on company performance (60% weightage) and individual/business performance (40% weightage)
  • Exercise Price: ₹1 per PSU (face value of underlying share)
  • Exercise Period: 2 years from vesting date
  • Maximum per Employee: 1,00,000 PSUs
  • Valuation Method: Fair Value Method as per accounting standards

Financial Impact

  • The Scheme 2026 involves potential dilution of 0.17% of equity share capital
  • Financial assistance to Trust will depend on market prices at time of share acquisition
  • Cost for subsidiary employees will be cross-charged to respective subsidiaries

Documents Available

  • The Notice is available on company website (www.titancompany.in)
  • Also available on NSDL website (www.evoting.nsdl.com) and stock exchange websites
  • Members can inspect documents by emailing investor@titan.co.in