DIRECTORS' REPORT

The Directors are pleased to present the Forty First Annual Report and the Audited Financial Statements for the year ended 31^st March 2025:

1. Financial Results

a) Standalone Numbers:

During the year, the Company crossed the milestone of ' 50,000 crore in revenues. All the businesses witnessed satisfactory growths, while successfully navigating external challenges. The sharp volatility in gold prices for good part of the fiscal year had an impact on consumer sentiments especially on the demand side as the consumer spending could not keep up at the same pace as the growth in the price of the yellow metal. Similarly, there was a sizeable impact on profitability due to reduction in the custom duty during the year. All the businesses, however, are steadfastly continuing their network expansion and focusing on market share growth in their respective categories.

During the year under review, the Company's total revenue grew by 16% to ' 54,842 crore compared to ' 47,114 crore in the previous year.

Profit before tax and exceptional items declined by 3% to ' 4,481 crore and the net profit declined by 6% to ' 3,335 crore.

The Watches & Wearables Division of the Company recorded a revenue of ' 4,576 crore, a growth of 17%. The revenue from Jewellery Division grew by 21% touching ' 46,571 crore (excluding sale of bullion of ' 2,656 crore). The revenue from EyeCare Division grew by 10% to ' 796 crore.

New Businesses, viz., Indian Dress Wear Division and Fragrances & Women's Bag Division recorded a consolidated revenue of ' 406 crore, a growth of 7% over the previous year.

The Management Discussion and Analysis report, which is attached, showcases into the performance of each of the business divisions and the outlook for the current year.

b) Consolidated Numbers

At the consolidated level, the revenue stood at ' 60,456 crore as against ' 51,084 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

The Board of Directors recommended a dividend on equity shares at the rate of 1100% (i.e. ' 11 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. The dividend on equity shares if approved by the Members, would involve a cash

outflow of ' 976.56 crore resulting in dividend payout of 29% of the standalone profits of the Company. The Dividend Distribution Policy, is annexed as Annexure-III to this Report.

3. Transfer to General Reserve

As permitted under the provisions of the Companies Act, 2013, (the Act) 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 2024-25 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 1^st 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) was launched in November 2014 in compliance with the Deposit Regulations.

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

(a) accepted during the year: ' 3,458 crore

(b) remained unpaid or unclaimed as at the end of the year: ' 1,788 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 for the likely impact affecting 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. 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. The corporate guarantees issued by the Company are on behalf of the subsidiaries of the Company to enable them to avail financial assistance from their bankers.

9. Integrated Report

The Company has, over the last seven 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 business. Accordingly, the Company had introduced key content elements of Integrated Reporting aligned to the International Integrated Reporting Council Framework (IIRC) in the Annual Report of the previous years and has

disclosed more qualitative data in the Annual Report of this year. Similar to earlier years, the relevant information has been provided in this year's Annual Report as well.

10. 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 2025.

There were no instances of fraud which necessitated reporting of material misstatements to the Company's operations.

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

11. Board Meetings

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

12. 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.

13. Risk Management

Pursuant to the requirements of Regulation 21 and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (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 identify, and evaluate business risks and challenges across the Company, 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. As part of this process, the Company has identified the risks with the highest impact and then assigned a likely probability of occurrence. Mitigation plans for each risk have also been put in place and are reviewed by the Management on a regular basis 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.

The Company has a well-designed enterprise level Business Continuity Plan including Disaster Recovery scenario for the various businesses and functions of the Company to minimise disruptions and potential impact on its employees, customers and business during any unforeseen adverse events or circumstances.

14. 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, wherever necessary. 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 for review and the Board of Directors for their approval, if applicable, on a quarterly basis. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed at https://www. titancompany.in/sites/default/files/202308/Related%20 Party%20Transactions%20 Policy%20-%2014.03.22. pdf. None of the Directors have any pecuniary relationships or transactions except to the extent of sitting fees and commission paid to the Directors and

to Mr. Bhaskar Bhat till completion of his tenure on 29^th August 2024 as a Non-Executive Director. 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 202425 and hence does not form part of this report.

15. Subsidiaries and Associate

As on 31^st March 2025, the Company had the following subsidiaries/Associate:

CaratLane is engaged in the business of manufacturing and retailing of jewellery products and has a significant online presence. During the year under review, CaratLane's performance had recorded a strong double-digit growth in retail sales. CaratLane added 51 stores in the year to take the store count to 323. During the Financial Year 2024-25, CaratLane

registered a turnover of ' 4,193 crore (previous year ' 3,081 crore) and recorded profit before taxes of ' 201 crore as against the previous year's figures of ' 114 crore. CaratLane became a Wholly Owned Subsidiary of the Company with effect from 18^th July 2024. Studio C Inc., is a Wholly Owned Subsidiary of CaratLane.

TEAL is in the business of Manufacturing Services and Automation Solutions. During the Financial Year 2024-25, TEAL generated an income of ' 866 crore against the previous year's figures of ' 756 crore, an increase of 15% and the profit before tax was at ' 113 crore against the previous year's figures of ' 86 crore.

TEAL USA Inc. is a Wholly-Owned Subsidiary of TEAL. The Company has not started any operations as of 31^st March 2025.

TCTL is a trading cum clearing member of Multi Commodity Exchange of India Limited and Multi Commodity Exchange Clearing Corporation Limited. TCTL is in the business of trading in all types of direct and derived commodities, commodity futures, currencies, and other securities. During the Financial Year 2024-25, TCTL registered an income of ' 5.76 crore (previous year ' 8.17 crore) and a profit before tax of ' 3.46 crore (previous year ' 5.44 crore).

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 0.8 million (' 1.83 crore) against the previous year's loss of AED 9.3 million (' 21 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 2024-25, TGRL registered a turnover of AED 505 million (' 1,166 crore) (previous year AED 324.20 million - ' 731 crore) and incurred a loss of AED 44 million (' 101.4 crore) against the previous year's loss of AED 28.9 million (' 65 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 31.5 million (' 73.78 crore) and incurred a loss of QAR 6.57 million (' 15.4 crore) against the previous year's turnover of QAR 16.3 million (' 37.1 crore) and a loss of QAR 1.8 million (' 4 crore).

TCL NA is in the business of jewellery retailing in the USA and had registered a turnover of USD 100.1 million (' 851 crore) against previous year turnover of USD 41.5 million (' 343 crore) and a loss of USD 11.23 million (' 95 crore) (previous year USD 3.9 million (' 32 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 2024-25.

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

None of these subsidiary companies declared a dividend for the Financial Year 2024-25.

There has been no material change in the nature of the business of these subsidiaries.

The annual accounts of these Subsidiary/Associate Companies were consolidated with the accounts of the Company for the Financial Year 2024-25. 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. Pursuant to the provisions of Section 136 of the Act, the Financial Statements along with other relevant documents, in respect of subsidiaries, are available on the website of the Company at https://www.titancompany.in/investors/ subsidiaries.

16. 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.

17. Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Act, the Company has undertaken CSR activities, projects and programs 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 the entire 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.

18. 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 at https://www.titancompany.in/sites/default/ files/2025-06/Draft%20annual%20return%20-2025. pdf.

19. 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 the 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. Further, the said policy has been disseminated within the organisation and has also been posted on the Company's website at https:// www.titancompany.in/sites/default/files/Whistle%20 Blower%20Policy 1.pdf.

20. 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.

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

Incident Reporting and Resolution

As of 31^st March 2025, there were 11 instances of sexual harassment complaints lodged through out the year. All the cases were duly investigated in accordance with the POSH Policy of the Company. As of 31^st March 2025, 6 cases had been resolved and 5 cases remained pending resolution with investigations ongoing.

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.

22. 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) other than those which are reportable to the Central Government.

23. 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 2025.

24. 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 further the top 150 listed entities basis market capitalisation are also required to undertake reasonable assurance 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 BRSR and Assurance Statement on BRSR Core forms integral part of this Integrated Annual Report and is also available on the Company's Website.

25. Directors and Key Managerial Personnel

As of 31^st March 2025, the Company has 12 Directors with an optimum combination of Executive and Non-Executive Directors with 2 women Directors. Mr. Ashwani Puri, Mr. B Santhanam, Dr. Mohanasankar Sivaprakasam, Ms. Sindhu Gangadharan, Mr. Sandeep Singhal and Mr. Anil Chaudhry were the Independent Directors during the entire Financial Year 2024-25.

The Board, at its meeting held on 3^rd May 2024, had approved a Postal Ballot notice to obtain the Shareholders approval for the appointment of Mr. Anil Chaudhry and re-appointment of Dr. Mohanasankar Sivaprakasam as Independent Directors, both for a period of five years and the Shareholders approved the said proposal via Postal Ballot on 15^th June 2024.

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. All the Independent Directors have 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 and possess the requisite integrity, experience, expertise and proficiency required to fulfill their duties as Independent Directors.

In accordance with the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Ms. Mariam Pallavi Baldev retires by rotation at the ensuing Annual General Meeting and has offered herself for reappointment. Members' attention is drawn to Item No. 4 of the Notice for the re-appointment of Ms. Mariam Pallavi Baldev as a Director of the Company, liable to retire by rotation.

Mr. Bhaskar Bhat, who was nominated by Tata Sons Private Limited (Tata Sons) on the Board of the Company as Non-Executive Director with effect from 1^st October 2019 stepped down from the Board as a Non-Executive Director with effect from 29^th August 2024, in line with the Tata Group Retirement Policy applicable for NonExecutive Non-Independent Directors upon attainment of age of 70 years. The Board of Directors placed on record its heartfelt appreciation for the valuable contributions of Mr. Bhat, who served as a NonExecutive Director on the Board of the Company from 1^st October 2019 as nominee of Tata Sons. Mr. Bhat had brought unparalleled expertise and understanding

of both the global business landscape and the local market dynamics. His vast experience in the Tata Group further enriched the Board's deliberations, helping the Company stay true to its core values while pursuing ambitious goals.

Tata Sons nominated Mr. P B Balaji as a Nominee Director, liable to retire by rotation, on the Board effective 28^th October 2024, subject to the approval of the shareholders as per SEBI LODR. The shareholders approved the appointment of Mr. P B Balaji as a NonExecutive Non-Independent Director, liable to retire by rotation through a Postal Ballot on 25^th December 2024.

At the Board meeting held on 8^th May 2025, Ms. Shalini Kapoor was appointed as an Additional Director designated as Non-Executive Independent Director on the Board of the Company for a period of 5 years effective 9^th May 2025, subject to the approval of the Shareholders. Members' attention is drawn to Item No. 5 of the Notice for the appointment of Ms. Shalini Kapoor as an Independent Director of the Company.

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

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

None of the Key Managerial Personnel were appointed or resigned during the year. Pursuant to the provisions of Section 203 of the Act, Mr. C K Venkataraman -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.

27. 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 during the year under reporting.

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.

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.

29. Independent Directors

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 the 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 Chairman 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 which require more focused attention from the Management of the Company in the current financial year.

30. 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 at https://www.titancompany.in/sites/default/ files/2023-08/REMUNERATION%20POLICY%20 FOR%2QDIRECTORS.pdf.

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.

31. 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.

ii) The percentage increase in the median remuneration of employees in the financial year: 7%.

iii) The number of permanent employees on the rolls of Company: 9,191.

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 2024-25 was 7% 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.

33. 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

be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary.

35. Auditors

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/s B S R & 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.

b) Secretarial Audit

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 V. Sreedharan & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for Financial Year 2024-25. The Report of the Secretarial Audit is annexed herewith as Annexure-IV.

c) Cost Audit

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

36. 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 (JV Agreement). The purpose of entering into these Agreements was for manufacture and sale of watches and watch components.

The details of the said JV Agreement are provided in the website of the Company as under: https://www. titancompany.in/sites/default/files/2023-09/173-Disclosure%20under%20Regulation%2030A%20 of%20the%20Securities%20and%20Exchange%20 Board%20of%20India%2014^th%20August%202023. pdf.

37. General Disclosure

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

a) i ssue 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;

d) i nstance of one-time settlement with any bank or financial institution.

38. 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 2025 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 except with respect to the delay in intimation of record date for payment of interests for Non Convertible Debentures (NCD) to the Stock Exchanges. The Board had noted this delay and also observed that this was not wilful and was inadvertent consequent to a change in regulations regarding fixing of record dates for NCDs during the year under reporting.

39. Appointment of Secretarial Auditor

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at its meeting held on 8^th May 2025 have approved the appointment of M/s BMP & CO., LLP Company Secretary in Practice, a 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 2029-2030 subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

A brief profile and other relevant details of M/s BMP & Co., LLP are provided in the Notice convening the ensuing AGM.

M/s BMP & Co., LLP has consented to act as the Secretarial Auditor of the Company and confirmed that the appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI LODR. M/s BMP & Co., LLP has further confirmed that they are not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI LODR.

40. 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 2024-25 are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC-2.

41. 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.