In compliance with the applicable provisions of the Companies Act, 2013 ('the Act'), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR'), this Board's Report is prepared based on the standalone financial statements of the Company (except to the extent where it is specifically mentioned) for the year under review and also presents the key highlights of performance of subsidiaries, joint ventures and associate companies and their contribution to the overall performance of the Company for the year under review.

The Directors are pleased to present the Forty Second Annual Report and the Audited Financial Statements for the year ended 31^st March 2026:

1. Financial Results

a) Standalone Numbers:

The Jewellery Division was the principal growth engine, with the domestic business registering robust growth across product portfolios. Consumer confidence in gold as an adornment and store of value remained intact continuing to drive footfalls and resulting in market-share gains for the brands of Tanishq, Mia by Tanishq and Zoya. The highlight of the year was the "0% loss gold exchange program" that aided in customer conversions in the backdrop of elevated gold prices. During the year, the business made a strategic foray into the lab-grown diamond category with the launch of brand 'beYon', opening up a new, accessible fashion-jewellery space for young consumers. The revenue from Jewellery business grew by 31% touching '61,148 crore (excluding sale of bullion of '9,960 crore).

The Watches business recorded another healthy year, led by strong growth in analog watches and continued premiumisation, with significant expansion in profit margins. The Watches Division of the Company recorded a revenue of '5,233 crore, a growth of 14%.

The EyeCare business returned to a double-digit growth momentum for the year, aided by better price realisations and scale-up of International brands. The revenue from EyeCare Division grew by 14% to '907 crore.

The emerging businesses collectively gained brand salience. Emerging businesses, viz., Indian Dress Wear Division and Fragrances & Women's Bag Division recorded a consolidated revenue of '508 crore, a growth of 25% over the previous year.

All businesses and brands continued to expand their respective networks, while gaining market share in their respective categories.

During the year under review, the Company's total revenue from operations grew by 41% to '77,554 crore compared to '54,852 crore in the previous year. Profit before tax and exceptional items grew by 40% to '6,287 crore and the net profit grew by 39% to '4,630 crore.

The Management Discussion and Analysis Report, which is attached, showcases the performance of each of the Business Divisions and key corporate functions and the outlook for the current year.

b) Consolidated Numbers

At the consolidated level, the revenue stood at '87,584 crore as against '60,456 crore in the previous year. The

under the Jewellery Purchase Plan (i.e. Golden Harvest Jewellery Purchase Plan) was launched in November 2014 in compliance with the Deposit Regulations and the said Scheme is being continued during the year.

The details relating to Deposits, covered under Chapter V of the Act are as under:

(a) accepted during the year: '2,116 crore

(b) remained unpaid or unclaimed as at the end of the year: '854 crore

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year: Nil

(ii) maximum during the year: Nil

(iii) at the end of the year: Nil

There are no deposits that have been accepted by the Company that are not in compliance with the requirements of Chapter V of the Act.

5. Material Changes and Commitments Affecting Financial Position between the end of the Financial Year and Date of Report

There have been no material changes and commitments that could affect the financial position between the end of the financial year and the date of the Report.

6. Significant and Material Orders

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

7. Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

8. Valuation for one time settlement

There was no instance of one-time settlement with any bank or financial institution.

9. Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

10. Integrated Report

The Company has, over the last eight years, taken steps to move towards Integrated Reporting in line with its commitment to voluntarily disclose more information to stakeholders on all aspects of the Company's businesses. The Report brings together the Company's strategy, governance and performance parameters to explain how these elements collectively support value creation over the short, medium and long term. It reflects the Company's integrated thinking and provides stakeholders with a holistic understanding of its approach to sustainable value creation. The narrative disclosures in the Integrated Report are guided by the principles of the Integrated Reporting Framework.

11. Adequacy of Internal Controls and Compliance with Laws

During the year, the Company has reviewed its Internal Financial Control systems and has continually contributed to the establishment of a more robust and effective internal financial control framework, prescribed under the ambit of Section 134(5) of the Act. The preparation and presentation of the financial statements is pursuant to the control criteria defined considering the essential components of Internal Control - as stated in the "Guidance Note on Audit of Internal Financial Controls Over Financial Reporting" issued by the Institute of Chartered Accountants of India. The control criteria ensure the orderly and efficient conduct of the Company's business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has an adequate Internal Financial Controls system that is operating effectively as of 31^st March 2026.

There has been no communication from regulatory agencies regarding non-compliance with or deficiencies in financial reporting practices.

12. Board Meetings

During the year under review, eight Board meetings were held, details of which are provided in the Corporate Governance Report forming part of this Report.

13. Audit Committee and other Board Committees

The details pertaining to the composition of the Audit Committee and its role are included in the Corporate Governance Report, which is a part of this Annual

Report. In addition to the Committees mentioned in the Corporate Governance Report, the Company has a Corporate Social Responsibility & Sustainability Committee, the details of which are covered in Annexure-II to this Report.

14. Risk Management

Pursuant to the requirements of Regulation 21 and Part D of Schedule II of the SEBI LODR the Company has constituted a Risk Management Committee (RMC), consisting of Board members and senior executives of the Company.

The Company has in place a Risk Management framework to systematically identify, assess and evaluate business risks and challenges across the Company' operations, both at the corporate level as also separately for each business division. The Company has a robust process for managing the top risks, overseen by the RMC and implemented by the Management. As part of this process, the Company has identified the risks with the highest impact and then assigned a likely probability of occurrence and the impact of the same on the operations of the Company. Mitigation plans for each risk have also been put in place and are reviewed by the Management at regular intervals before presenting to the RMC. The RMC has set out a review process to report to the Board on the progress of the initiatives for the major risks of each of the businesses and adequate steps are taken to address the same. This structured approach supports timely decision-making and strengthens the Company's ability to respond to an evolving risk environment in the current volatile business atmosphere. In addition, the Company continues to enhance its risk management practices by focusing on emerging and evolving risks, including those related to technology, cybersecurity, data privacy, supply chain disruptions, geo-politics, regulatory changes and sustainability. The framework is periodically refined to strengthen risk awareness across the organisation and to embed a proactive risk culture, enabling the Company to remain resilient and agile in a dynamic business environment.

The Company also has in place a comprehensive Business Continuity Plan (BCP), including disaster recovery mechanisms, to ensure resilience of critical operations. The BCP is designed to minimise disruptions and safeguard the interests of employees, customers and other stakeholders in the event of unforeseen adverse developments.

15. Related Party Transactions

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval of Independent Directors of the Company and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are verified by the Internal Auditor and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval, if applicable, on a quarterly basis. To access the Policy on Related Party Transactions as approved by the Board, Click here.

None of the Directors have any pecuniary relationships or transactions except to the extent of sitting fees and commission paid/payable to the Directors.

During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms' Length Basis. All transactions entered into with related parties were approved by the Audit Committee in line with regulatory requirements. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for the Financial Year 2025-26 and hence does not form part of this Report.

CaratLane, a Wholly Owned Subsidiary of the Company is one of the leading omnichannel jewellery brand had another successful year of clocking healthy double-digit growth in retail sales. CaratLane closed Financial Year 2025-26 with a turnover of '6,293 crore (previous year: '4,193 crore) and a profit before tax of '357 crore, up sharply from '201 crore in the previous year. The brand expanded its presence in Tier 2 and Tier 3 markets and continued its innovation in lightweight, everyday-wear designs. StudioC Inc., is a Wholly Owned Subsidiary of CaratLane which was formed to undertake business operations of retailing jewellery in USA.

TEAL is engaged in the business of Manufacturing Services and Automation Solutions, offering capabilities including precision engineering, machine building, and automation for diverse industrial applications. During the Financial Year 2025-26, TEAL generated an income of '1,497 crore against the previous year's figures of '866 crore, an increase of 73% and the profit before tax was at '259 crore against the previous year's figures of '113 crore. TEAL USA Inc. is a Wholly-Owned Subsidiary of TEAL and the Company has not started any operations as of 31^st March 2026.

TCTL is a trading cum clearing member of Multi Commodity Exchange of India Limited and Multi Commodity Exchange Clearing Corporation Limited. TCTL is engaged in the business of trading in all types of direct and derived commodities including commodity

futures, currencies, and other permitted securities. During the Financial Year 2025-26, TCTL registered an income of '15.93 crore (previous year '5.76 crore) and a profit before tax of '13.14 crore (previous year '3.46 crore). During the year, the Board of Directors of TCTL undertook a strategic review of the Company's operations and, in May 2026, initiated the process for surrendering its memberships with Multi Commodity Exchange of India Limited (MCX) and Multi Commodity Exchange Clearing Corporation Limited (MCXCCL).

TCL NA is in the business of jewellery retailing in the USA and had registered a turnover of USD 195.4 million ('1,728.5 crore) against previous year turnover of USD 100.1 million ('851 crore) and profit of USD 2.2 million ('19.4 crore) (previous year loss of USD 11.23 million ('95 crore).

Titan Watch Company Limited is a subsidiary of Titan Holdings and hence is a step-down subsidiary of the Company. It has a capital of HK$ 10,000 and no Profit and Loss Account has been prepared for the Financial Year 2025-26.

The Company holds 26.79% stake in Green Infra Wind Power Theni Limited, which supplies energy to the operations of the Company.

Titan Holdings (TH) is the holding company for Titan's operating businesses in the Gulf Cooperation Council (GCC) regions and is a Free Zone Company in the UAE. Titan Holdings incurred a loss of AED 3.4 million

(' 8.2 crore) against the previous year's loss of AED 0.8 million ('1.83 crore).

TGRL, a Wholly Owned Subsidiary of Titan Holdings carries out business activities in UAE and GCC regions pertaining to retail trade in the industry in which the Company operates. During the Financial Year 202526, TGRL registered a turnover of AED 882 million (' 2,123 crore) (previous year AED 505 million - '1,166 crore) and profit before tax of AED 9.6 million ('23.1 crore) against the previous year's loss of AED 44 million ('101.4 crore).

Titan International QFZ LLC., a Wholly Owned Subsidiary of TH, carries out jewellery business activities in Qatar and started operations during the Financial Year 2023-24. The Company registered a turnover of QAR 32 million ('77.6 crore) and profit before tax of QAR 0.14 million ('0.3 crore) against the previous year's turnover of QAR 31.5 million ('73.78 crore) and a loss of QAR 6.5 million ('15.4 crore).

Signature Jewellery Holding Limited, a newly formed subsidiary of Titan Holdings is the holding company of Damas LLC and had not registered any turnover, while losses stood at AED 4 million ('10 crore).

During the year under review, Titan Holdings, through its subsidiary Signature Jewellery Holding Limited has completed acquisition of 67% stake of Damas Jewellery Business in GCC countries from Mannai Corporation. The brand Damas and the related entities forming part of the acquisition is covered in the table provided above.

Damas LLC is a Wholly Owned Subsidiary of Signature Jewellery Holding Limited. Post the acquisition, for the three month period ended on 31^st March 2026, Damas LLC registered a turnover of AED 230 million ('574 crore) and loss of AED 7 million ('18 crore).

The consolidated financials of Damas LLC include step down subsidiaries & associates - Damas Jewellery LLC (UAE), Damas Jewellery Kuwait Company WLL (Kuwait), Damas Saudi Arabia Co. Ltd., Damas Jewellery SPC (Oman), Damas Company WLL (Bahrain), Damas Doha Jewellery WLL (Qatar), Damas Jewellery DMCC (UAE), Roberto Coin Middle East LCC (UAE).

None of the subsidiary companies declared a dividend for the Financial Year 2025-26.

There has been no material change in the nature of the business of these subsidiaries during the Financial Year 2025-26.

The annual accounts of these Subsidiary/Associate Companies were consolidated with the accounts of the Company for the Financial Year 2025-26. The financials of Damas LLC and its subsidiaries were consolidated with effect from 1^st January 2026. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statement of subsidiaries and associate company in Form AOC-1 forms part of the Annual Report.

Further pursuant to the provisions of Section 136 of the Act, read with Regulation 46 of the SEBI Listing Regulations, the Financial Statements along with other relevant documents, in respect of subsidiaries, are available on the website of the Company and can be accessed here.

17. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under sub-section (3) (m) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are furnished in Annexure-I to the Board's Report.

18. Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Act, the Company has undertaken CSR activities, projects and programmes as provided in the CSR Policy of the Company and as per the Annual Action Plan, and excluding activities undertaken in pursuance of its normal course of business. In addition to the projects specified as CSR activities under Section 135 of the Act, the Company has also carried out several other sustainability/responsible business initiatives and projects. The Company has spent higher than 2% of the net profits earmarked for CSR projects during the year under review. A report on CSR pursuant to Section 135 of the Act and Rules made thereunder is attached in Annexure-II.

19. Annual Return

The Annual Return as required under Section 92 and Section 134 the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website and can be accessed here.

20. Vigil Mechanism

The Company has a whistle blower mechanism wherein the employees can approach the Management of the Company (Audit Committee in case where the concern involves Senior Management) and make protective disclosures to the Management about unethical

behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and Insider Trading Code. The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of the Code or an event an employee becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. A mechanism is in place whereby any employee of the Company has access to the Chairman of the Audit Committee to report any concern. No person has been denied access to the Chairman to report any concerns. During the year, the Company launched a Toll free number to enable wider access to report concerns and complaints, if any. Further, the said policy has been disseminated within the organisation and has also been posted on the Company's website click here to access.

21. Secretarial Standards

The Directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

22. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Statement of Compliance:

The Company has complied with the provisions relating to the constitution of the Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLAINT SUMMARY:

The following table summarises the status of complaints received and resolved during the Financial Year 2025-26:

During the Financial Year 2025-26, the Company has conducted multiple awareness and sensitisation

initiatives to reinforce its commitment to a safe workplace. These includes theatre based cascade sessions, Regional Local Ethics Counsellor meetings, induction sessions for all the new joiners and awareness programmes across various locations by Local Ethics Counsellor and also celebrated Ethics months during the year. As of 31^st March 2026, 88% of employees have been sensitised through emodule. These initiatives were aimed to sensitise all employees on TITAN POSH Policy, encouraging a respectful work culture and strengthening the overall prevention and redressal framework.

The Company remains committed to ensuring a safe and respectful workplace environment, and continues to take necessary steps to strengthen awareness, training, and redressal mechanisms under the POSH framework.

23. Statement of Compliance with respect to the provisions relating to the Maternity Benefit Act 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

24. Details in Respect of Frauds Reported by Auditors Under Sub-Section (12) of Section 143 other than those which are Reportable to the Central Government

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

25. Corporate Governance and Management Discussion and Analysis

As per SEBI LODR, Management Discussion and Analysis, Corporate Governance Report and Practicing Company Secretary's Certificate regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

Pursuant to Regulation 34 of the SEBI LODR, the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report. As required under the provisions of the SEBI LODR, the Audit Committee of the Company has reviewed the Management Discussion and Analysis report of the Company for the year ended 31^st March 2026.

26. Business Responsibility and Sustainability Report

As per the SEBI LODR, SEBI has mandated top 1,000 listed entities in India by market capitalisation to prepare the Business Responsibility and Sustainability Report (BRSR) and effective Financial Year 2025-26, the top 500 listed entities basis market capitalisation are also required to undertake reasonable assurance/assessment of the BRSR Core. The BRSR Core is a subset of the BRSR consisting of a set of Key Performance Indicators (KPIs)/ metrics under nine Environment, Social and Governance attributes. Accordingly, the Company has prepared the BRSR and has obtained an independent assurance/ assessment on the BRSR core. The BRSR and assurance/ assessment statement on BRSR Core forms integral part of this Integrated Annual Report and is also available on the Company's Website, click here to access.

27. Directors and Key Managerial Personnel

The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and leadership to the Company and its Management.

As of 31^st March 2026, the Board consists of 12 Directors with an optimal combination of Executive and Non-Executive Directors, including 3 women Directors. During Financial Year 2025-26, the Independent Directors of the Company were Mr. Ashwani Puri, Mr. B Santhanam, Dr. Mohanasankar Sivaprakasam, Ms. Shalini Kapoor, Mr. Sandeep Singhal and Mr. Anil Chaudhry.

Ms. Sindhu Gangadharan ceased to be a Director of the Company effective 8^th June 2025, upon completion of her term as an Independent Director.

Mr. P B Balaji, the nominee of Tata Sons Private Limited, resigned from the Board effective 20^th August 2025. Subsequently, Tata Sons Private Limited nominated Mr. Puneet Chhatwal, who was appointed as an Additional Director, liable to retire by rotation, with effect from 28^th August 2025. The appointment was approved by the shareholders through a Postal Ballot on 22^nd October 2025.

During the year under reporting, TIDCO withdrew the nomination of Mr. Sandeep Nanduri, IAS and had nominated Ms. Sandhya Sharma, IAS as its nominee director. Accordingly, based on the nomination of

TIDCO, the Board appointed Ms. Sandhya Sharma as Director and Chairperson with effect from 4^th January 2026, which was subsequently approved by the Members of the Company through a Postal Ballot.

The Board placed on record its sincere appreciation and recognised the valuable contributions rendered by Ms. Sindhu Gangadharan, Mr. Sandeep Nanduri, IAS and Mr. P B Balaji, during their tenure as members of the Board.

Mr. C K Venkataraman superannuated on 31^st December 2025, concluding a tenure marked by exemplary leadership and meaningful value creation for the Company. Since taking office on 1^st October 2019, he led the Company through a phase of significant transformation and growth, external challenges, navigating dynamic market conditions while strengthening core businesses and expanding into new categories and geographies. His focus on innovation, customer-centricity, internationalisation and leadership development has laid a strong foundation for the Company's future. The Board placed on record its deep appreciation for his outstanding contributions and visionary stewardship, which have reinforced the Company's position as a leading lifestyle company.

Mr. Ajoy Chawla, former CEO of Jewellery Division, was appointed as the Managing Director effective 1^st January 2026 and subsequently, his appointment was approved by the shareholders through a Postal Ballot on 11^th January 2026.

During the year, based on the recommendation of the Board Nomination & Remuneration Committee (BNRC) and subject to the approval of Members, the Board appointed Mr. Srinivasan Varadarajan as an Additional Director, designated as a Non-Executive Independent Director, with effect from 1^st April 2026, subject to the approval of the shareholders.

Subsequent to the closure of the Financial Year 2025-26, Mr. Ashwani Puri ceased to be an Independent Director of the Company with effect from 6^th May 2026. The Board placed on record its sincere appreciation and recognised the valuable contributions rendered by Mr. Ashwani Puri during his tenure as member of the Board and the Chairman of the Board Audit Committee.

All the Independent Directors have submitted the requisite declarations stating that they continue to meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI LODR and that they are not debarred from holding the office of director by virtue of any SEBI Order or any other such authority. The Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the SEBI LODR.

The Independent Directors have also confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, all the Independent Directors fulfil the said conditions as mentioned in Section 149(6) of the Act and SEBI LODR and are independent of the Management.

I n accordance with the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. Arun Roy retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

None of the Directors are related to each other within the meaning of the term "Relative" as per Section 2(77) of the Act.

28. Details of Key Managerial Personnel who were appointed or have resigned during the year

During the year, Mr. C K Venkataraman retired as Managing Director of the Company effective 1^st January 2026 and Mr. Ajoy Chawla was appointed as the Managing Director of the Company effective 1^st January

2026. Pursuant to the provisions of Section 203 of the Act, Mr. Ajoy Chawla - Managing Director, Mr. Ashok Sonthalia - Chief Financial Officer and Mr. Dinesh Shetty - General Counsel and Company Secretary are the Key Managerial Personnel of the Company.

29. Directors' Responsibility Statement

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial control over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls are adequate and operating effectively.

Accordingly, pursuant to the requirements of Section 134 (5) of the Act, the Directors hereby confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 of the Company for that period;

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

iv. they have prepared the annual accounts on a going concern basis;

v. 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

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

30. Board Evaluation

The Company is led by a diverse, experienced and competent Board including administrative experience. The performance evaluation of the Board, Committees of the Board and the individual members of the Board (including the Chairman) for Financial Year 202526, was carried out pursuant to the framework laid down by the BNRC. This was based on a structured questionnaire based on the Guidance Note on Board Evaluation issued by SEBI which covers various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Member's contribution, execution and performance of specific duties, obligations and governance and feedback from each Director.

The Chairman of the BNRC leads the performance evaluation exercise. The outcome of the performance evaluation of Committees of the Board and the Board is presented to the Board of Directors of the Company and key outcomes, actionable areas are discussed and acted upon. For more information on the Board Evaluation Process and outcome, please refer the "Board Evaluation Criteria" section of the Corporate Governance Report.

31. Meeting of the Independent Directors

The Independent Directors at their separate meeting review the performance of Non-Independent Directors and the Board as a whole, Chairman of the Company after taking into account the views of Executive Director and Non-Executive Directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. At the Board Meeting that followed the meeting of the Independent Directors and meeting of BNRC, the performance of the Board, its committees and individual directors was also discussed.

A separate meeting of the Independent Directors ("Annual ID Meeting") was convened, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. The Independent Directors, inter alia discuss the issues arising out of Committee meetings and Board discussion including the quality, quantity and timely flow of information between Company, Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson of the BNRC with the Board covering the performance of the Board as a whole, the performance of the non-independent directors and the performance of the Chairman of the Board. The Board also suggested certain areas in which detailed discussions are required with the Management especially relating to the longterm vision for the Company which the Management and the Board should discuss in detail and the same was agreed to be actioned upon during the current financial year.

32. Remuneration Policy

Based on the recommendation of BNRC, the Board has formulated a comprehensive Remuneration Policy for its Directors, KMPs and Senior Management of the Company. The philosophy behind this policy is to create a culture of leadership and trust. This policy is in accordance with Section 178 of the Act and Regulation 19 of SEBI LODR and is available on the Company's website, click here to access..

Under this policy, the Managing Director, Executive Director, KMPs and other Senior Management personnel are compensated with a fixed salary that includes basic pay, allowances, perquisites, and other benefits. They may also receive annual incentive remuneration, performance-linked payment, or performance-based stock units, based on specific performance criteria and other appropriate parameters determined by the BNRC and the Board. The performance-linked payment is dependent on the outcome of the performance appraisal process and the Company's overall performance. The Company's Remuneration Policy takes into account various factors, including the Company's performance throughout the year, achievement of budgeted targets, growth and diversification, remuneration in other companies of comparable size and complexity, etc.

33. Policy on Directors' Appointment and Remuneration and other Details

In accordance with the Joint Venture Agreement between the Promoters, three Directors each may be nominated by Tata Sons Private Limited and Tamilnadu Industrial Development Corporation Limited.

The guidelines for selection of Independent Directors are as set out below:

The BNRC oversees the Company's nomination process for Independent Directors and in that connection identifies, screens and reviews individuals qualified to serve as an Independent Director on the Board. The BNRC further has in place a process for selection and the attributes that would be desirable in a candidate and as and when a candidate is shortlisted, the BNRC will make a formal recommendation to the Board.

34. Other Disclosures

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and the percentage increase in remuneration of each Director, Managing Director, Chief Financial Officer and Company Secretary in the financial year:

iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase for the Financial Year 2025-26 was 8.5% across all levels. Increase in the managerial remuneration is based on market trends and performance criteria as determined by the Board of Directors and on the recommendation of the BNRC.

v) Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company's Remuneration Policy is based on the principle of internal equity, competence and experience of the employee and industry standards. Through its compensation programme, the Company endeavours to attract, retain, develop and motivate high performance and engaged workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals is measured through the annual appraisal process. The Company affirms that remuneration is as per the Remuneration Policy of the Company.

35. Performance Stock Units (PSUs)

Titan Company Limited Performance Based Stock Unit Scheme 2023

The Company has adopted and implemented Titan Company Limited Performance Based Stock Unit Scheme 2023 (Scheme 2023) for granting Performance Stock Units (PSUs) to the eligible employees of the Company and its Subsidiaries.

The Scheme 2023 was introduced with an objective to achieve sustained growth and to create Shareholder value by aligning the interests of the employees with long term interest of the Company. The Shareholders

of the Company through a Postal Ballot on 21^st March 2023, vide Special Resolution had approved the Scheme 2023 for grant upto 10,00,000 PSUs to the Eligible Employees of the Company and its Subsidiaries under the Scheme 2023 and authorised the BNRC to administer the Scheme 2023. During the year under review, the Company had not granted any PSUs to the eligible employees of the Company or its Subsidiaries under the Scheme 2023 and no employee was granted PSUs equal to or exceeding 1% of the issued share capital of the Company. The Scheme 2023 has been implemented through the Titan Employee Stock Option Trust (Trust) created for implementation of Scheme 2023 by way of secondary acquisition of equity shares by the Trust for transferring the same to the eligible employees on exercising and vesting of PSUs.

The actual number of the PSUs that would vest under the Scheme 2023 shall be subject to meeting performance parameters (which inter alia, includes time and/or performance-based conditions for vesting) on completion of the performance period prescribed by the BNRC for the eligible employees. No vesting has occurred during the year 2025-26. This Scheme is in accordance and in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB & SE Regulations). There has been no material variation in the terms of the PSUs granted under the Scheme.

The details of the Scheme 2023, including terms of reference, and the requirement specified under Regulation 14 of the SBEB & SE Regulations are available on the Company's website - click here to access.

36. Information as per Rule 5(2) of Chapter XIII, of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary.

37. Auditors

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/s. BSR & Co., LLP have been appointed as Auditors for a term of five years, from the conclusion of the 38^th Annual General Meeting till the conclusion of the 43^rd Annual General Meeting.

The Ministry of Corporate Affairs vide Notification dated 7^th May 2018 notified several Sections of the Companies (Amendment) Act, 2017. In view of the said notification, the requirement of ratification of appointment of auditors, under Section 139 of the Companies Act, 2013, at each AGM is no longer required. Hence, the resolution to this item is not included in the Notice to the AGM.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. BMP & Co. LLP, Company Secretaries, Peer Reviewed Firm with registration No L2017KR003200, as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from Financial Year 2025-26 till Financial Year 2029-30 to undertake the Secretarial Audit of the Company for a period of five years and the same was approved by the Shareholders at the Annual General Meeting held in 2025. The Report of the Secretarial Audit is annexed herewith as Annexure-III.

c) Cost Auditor & Maintenance of Cost Records

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Act.

Further, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

38. Disclosure of certain types of agreements

The Investment Agreement dated 8^th February 1984 (Investment Agreement) and the Supplementary Agreement dated 10^th April 2007 (Supplementary Agreement) subsist on the date of this Report where the Company is not a party. Tamilnadu Industrial Development Corporation Limited and Tata Sons

Limited (now known as Tata Sons Private Limited) (who replaced Questar Investments Limited, as was mentioned in the Investment Agreement) are parties to the Investment Agreement and the Supplementary Agreement (Agreements). The purpose of entering into these Agreements was for manufacture and sale of watches and watch components.

The details of the said Agreements are provided in the website of the Company and can be accessed here.

39. General Disclosure

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a) issue of equity shares with differential rights as to dividend, voting or otherwise;

b) i ssue of shares (including sweat equity shares) to employees of the Company under any scheme;

c) raising of funds through preferential allotment or qualified institutions placement significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

40. Auditor's Report and Secretarial Auditor's Report

The Auditors' Report on the financial statements of the Company for the financial year ended 31^st March 2026 is unmodified, i.e., it does not contain any qualification, reservation, or adverse remark. The Auditor's Report is enclosed with the financial statements forming part of the Annual Report.

There are no disqualifications, reservations, adverse remarks, or disclaimers in the Secretarial Auditor's Report for the year ended 31^st March 2026. The Secretarial Auditor's Report for the year ended 31^st March 2026 is attached as an Annexure III to this Report.

41. Disclosures of Transactions of the Listed Entity with any Person or Entity belonging to the Promoter/Promoter Group which hold(s) 10% or more Shareholding in the Listed Entity, in the format prescribed in the relevant Accounting Standards for Annual Results

Related Party Transactions with Promoter/ Promoter Group holding 10% or more shares

Tamilnadu Industrial Development Corporation Limited and Tata Sons Private Limited holds 10% or more shares in the Company. The details of transactions with Promoter/Promoter Group holding 10% or more shares

have been disclosed in the financial statements which is part of the Annual Report.

The details of the transactions with related parties during Financial Year 2025-26 are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC-2.

42. Industrial Relations

During the year under review, industrial relations remained harmonious at all our establishments and offices.

Acknowledgements

Your Directors wish to place on record their appreciation for the commitment extended by the employees of the Company and its subsidiaries during the year. Further, the Directors also wish to place on record the support which the Company has received from its promoters, shareholders, bankers, business associates, vendors and customers of the Company.