To the Members of
Titan Company Limited
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 31st March 2026:
1. Financial Results
(` in crore)
|
Standalone |
Consolidated |
|
Financial Year |
Financial Year |
Financial Year |
Financial Year |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Revenue from Operations |
77,554 |
54,842 |
87,584 |
60,456 |
| Other Income |
535 |
493 |
552 |
486 |
Total Income |
78,089 |
55,335 |
88,136 |
60,942 |
| Expenditure |
70,251 |
49,550 |
79,229 |
54,762 |
Profit before exceptional
items, finance costs, depreciation and taxes |
7,838 |
5,785 |
8,907 |
6,180 |
| Finance Costs |
955 |
767 |
1,180 |
953 |
| Depreciation/Amortisation |
596 |
537 |
826 |
693 |
Profit before share of
profit/(loss) of an associate and joint venture and exceptional items and taxes |
6,287 |
4,481 |
6,901 |
4,534 |
Share of profit/(loss) of an
associate and Jointly controlled entity |
- |
- |
1 |
1 |
| Profit before exceptional items and taxes |
6,287 |
4,481 |
6,902 |
4,535 |
| Exceptional items |
89 |
- |
101 |
- |
Profit before taxes |
6,198 |
4,481 |
6,801 |
4,535 |
| Income taxes |
|
|
|
|
| - Current |
1,572 |
1,117 |
1,740 |
1,183 |
| - Deferred |
(4) |
29 |
(12) |
15 |
Profit for the year |
4,630 |
3,335 |
5,073 |
3,337 |
| Attributable to |
|
|
|
|
| - Shareholders of the Company |
4,630 |
3,335 |
5,073 |
3,337 |
| - Non-controlling interests (NCI) |
- |
- |
0 |
0 |
Acquisition of NCI without a
change in control |
- |
- |
|
|
| Profit brought forward |
13,786 |
11,427 |
8,779 |
6,419 |
Appropriations |
- |
- |
- |
- |
| Dividend on Equity Shares |
(976) |
(976) |
(976) |
(976) |
| Closing Balance in Retained Earnings |
17,440 |
13,786 |
12,876 |
8,779 |
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 details of the performance of the
Company's subsidiaries are covered below in point 15 of this Report.
2. Dividend
Considering the performance of the Company during the last financial
year, the Board of Directors at its meeting held on 8th May 2026 had recommended the
payment of dividend on equity shares at the rate of 1500% (i.e. `15 per equity share of `1
each), subject to approval by the shareholders at the ensuing Annual General Meeting
("AGM") and payment is subject to deduction of tax at source as may be
applicable. This payment represents a dividend payout ratio of about 29% of the standalone
profits of the Company. To access the Dividend Distribution Policy, please click here.
3. Transfer to General Reserve
As permitted under the provisions of the Companies Act, 2013, the Board
does not propose to transfer any amount to general reserve and has decided to retain the
entire amount of profit for the Financial Year 2025-26 in the Statement of Profit and
Loss.
4. Public Deposits
The Jewellery Division of the Company was successfully operating
customer acquisition schemes for jewellery purchases for many years. When the Companies
Act, 2013 became substantially effective on 1st April 2014, the Company had around seven
lakh subscribers contributing to these schemes. However, these schemes were exempt under
the Companies Act, 1956 relating to acceptance of public deposits, as such schemes were
not covered in the definition of deposits. Under the Act and the Rules made thereunder
(Deposit Regulations) the scope of the term "Deposit" was enlarged and therefore
a view was taken that the jewellery purchase schemes offered by the Company to its
customers would be treated as Public Deposits. Thereupon, the Company discontinued fresh
enrolment of subscribers and initiated steps to close the erstwhile customer schemes,
which were wound down in August 2014. Under the Deposit Regulations, as amended from time
to time, a company is permitted to accept deposits subject to applicable provisions, to
the extent of 10% of the aggregate of the paid-up share capital, securities premium
account and free reserves from its Members and 25% of the aggregate of the paid-up share
capital, securities premium account and free reserves from the public after prior approval
by way of special resolutions passed by the Members in this regard. Requisite approval was
obtained from the Members of the Company and a new programme for customers to purchase
jewellery 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 31st 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.
16. Subsidiaries and Associate
As on 31st March 2026, the Company had the following
subsidiaries/Associate:
Sl.No. Name of the
Subsidiary/Associate/Joint Venture |
Relationship |
| 1 Titan Engineering & Automation
Limited (TEAL) |
Wholly owned Subsidiary |
| 2 CaratLane Trading Private Limited
(CaratLane) |
Wholly owned Subsidiary |
| 3 Titan Commodity Trading Limited (TCTL) |
Wholly owned Subsidiary |
| 4 TCL North America Inc. |
Wholly owned Subsidiary |
| 5 Titan Holdings International FZCO, UAE
(Titan Holdings) |
Wholly owned Subsidiary |
| 6 Titan Global Retail LLC, UAE (TGRL) |
Step-down Subsidiary |
| 7 StudioC Inc., USA |
Step-down Subsidiary |
| 8 Titan Watch Company Limited, Hong Kong |
Step-down Subsidiary |
| 9 TEAL USA Inc. |
Step-down Subsidiary |
| 10 Titan International QFZ LLC., Qatar |
Step-down Subsidiary |
| 11 Signature Jewellery Holding Limited,
UAE |
Step-down Subsidiary |
| 12 Damas LLC, UAE |
Step-down Subsidiary |
| 13 Damas Jewellery LLC, UAE |
Step-down Subsidiary |
| 14 Damas Jewellery Kuwait Company WLL,
Kuwait |
Step-down Subsidiary |
| 15 Damas Saudi Arabia Co. Ltd, KSA |
Step-down Subsidiary |
| 16 Damas Jewellery SPC, Oman |
Step-down Subsidiary |
| 17 Damas Company WLL, Bahrain |
Step-down Subsidiary |
| 18 Damas Doha Jewellery WLL, Qatar |
Step-down Subsidiary |
| 19 Damas Jewellery DMCC, UAE |
Step-down Subsidiary |
| 20 Roberto Coin Middle East LCC, UAE |
Joint Venture |
| 21 Green Infra Wind Power Theni Limited |
Associate |
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 31st 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 USD100.1million(`851crore)andprofitofUSD2.2million (`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 2025-26, 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 31st 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 1st
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:
CATEGORY |
NUMBER OF COMPLAINTS |
| Complaint received during the financial year |
12 |
| Complaints resolved during the year |
10 |
| Complaints pending as on 31st March 2026 |
2 |
| Number of cases pending beyond 90 days which
were closed by 31st March 2026 |
7 |
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 31st 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
31st 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 31st 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
8th 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 20th 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 28th August 2025. The appointment was approved by the
shareholders through a Postal Ballot on 22nd 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 4th 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 31st December 2025, concluding a
tenure marked by exemplary leadership and meaningful value creation for the Company. Since
taking office on 1st 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 1st
January 2026 and subsequently, his appointment was approved by the shareholders through a
Postal Ballot on 11th 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 1st 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 6th 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.
During the year, the following Postal Ballots were conducted for the
purpose as mentioned herewith:
S. No Proposal |
Resolution Type |
Outcome |
| 1 Approval for 1) Re-appointment of Mr.
Sandeep Singhal as an Independent Director and |
Special |
The shareholders approved the proposals
vide Postal Ballot on 22nd October 2025. |
| 2 2) Appointment of Mr. Puneet Chhatwal as
a Director Appointment of Mr. Ajoy Chawla as a Director and Appointment of Mr. Ajoy Chawla
as the Managing Director and payment of remuneration |
Ordinary Ordinary |
The shareholders approved the proposals
vide Postal Ballot on 11th January 2026. |
| 3 Appointment of Ms. Sandhya Sharma, IAS
as a Director |
Ordinary |
The shareholders approved the proposal
vide Postal Ballot on 23rd March 2026. |
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.
In 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 1st January 2026 and Mr. Ajoy Chawla was appointed as the Managing
Director of the Company effective 1st 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 2025-26, 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 long-term 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:
Name of the director |
Ratio (Times) |
% change |
Director's remuneration |
|
|
| Ms. Sandhya Sharma$ |
2.00 |
NA |
| Mr. Sandeep Nanduri$ |
4.84 |
NA |
| Ms. Mariam Pallavi Baldev |
8.83 |
12.72 |
| Mr. N N Tata |
6.91 |
11.83 |
| Mr. Arun Roy |
6.78 |
NA |
| Mr. Puneet Chhatwal# |
Refer note below |
|
| Mr. P B Balaji# |
Refer note below |
|
| Mr. Ashwani Puri |
13.23 |
21.12 |
| Mr. B Santhanam |
10.90 |
13.54 |
| Mr. Anil Chaudhry |
8.85 |
NA |
| Dr. Mohanasankar Sivaprakasam |
11.02 |
21.23 |
| Ms. Sindhu Gangadharan$ |
1.69 |
NA |
| Ms. Shalini Kapoor$ |
6.96 |
NA |
| Mr. Sandeep Singhal |
10.89 |
7.50 |
| Mr. C K Venkataraman$ |
123.45 |
NA |
| Mr. Ajoy Chawla$ |
5.13 |
NA |
| Key Managerial Personnel |
|
|
| Mr. Ashok Sonthalia |
48.66 |
8.78 |
| Mr. Dinesh Shetty |
20.06 |
9.29 |
$The % change in remuneration is not comparable as the said directors
held the position for a part of the year either in 2024-25 or in 2025-26.
#In line with the Tata Group internal guidelines, no payment is made
towards commission to Mr. P B Balaji and Mr. Puneet Chhatwal, who were Non-Executive
Directors of the Company, during the year and who are in full-time employment with other
Tata Company.
The remuneration includes the Commission for the year under reporting
and payable in Financial Year 2025-26 post the ensuing Annual General Meeting. ii) The
percentage increase in the median remuneration of employees in the financial year: 8.5%
iii) The number of permanent employees on the rolls of Company: 7,886 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 21st 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 38th Annual General Meeting
till the conclusion of the 43rd Annual General Meeting.
The Ministry of Corporate Affairs vide Notification dated 7th 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 8th February 1984 (Investment Agreement)
and the Supplementary Agreement dated 10th 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) issue 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 31st 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 31st March 2026.
The Secretarial Auditor's Report for the year ended 31st 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.
|
On behalf of the Board of Directors, |
|
| 8th May 2026 |
Sandhya Sharma |
Ajoy Chawla |
| Bengaluru |
Chairperson |
Managing Director |
|
DIN: 08445015 |
DIN: 07083700 |
|