Titan Company Limited has published its postal ballot notice in Business Standard (English) and Dinamalar (Tamil) on August 18, 2026. The publication confirms the formal intimation to members regarding the upcoming vote on key governance and employee benefit resolutions. The notice, originally dated August 7, 2026, outlines proposals for the appointment of two additional directors nominated by co-promoter Tamilnadu Industrial Development Corporation Limited (TIDCO) and the adoption of a new long-term incentive plan.

Director Appointments

The company seeks approval for the appointment of Dr. D Karthikeyan, IAS (DIN: 02259481) and Mr. K Vivekanandan, IAS (DIN: 08168373) as Non-Executive and Non-Independent Directors. Both individuals were appointed as Additional Directors effective August 5, 2026, in compliance with Section 161(1) of the Companies Act, 2013. Their final appointment is subject to shareholder ratification under Regulation 17(1C) of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Dr. D Karthikeyan currently serves as the Principal Secretary/Chairman & Managing Director of TIDCO. Mr. K Vivekanandan serves as the Special Secretary to the Government of Tamil Nadu in the Industries, Investment Promotion and Commerce Department. Neither director holds any equity shares in Titan Company Limited directly or as a beneficial owner.

New Employee Stock Unit Scheme

The primary focus of the ballot is the approval of the 'Titan Company Limited Performance Based Stock Unit Scheme, 2026' (Scheme 2026). This special resolution seeks authorization to grant up to 15,00,000 Performance Based Stock Units (PSUs) to eligible employees of the company and its subsidiaries.

Key features of Scheme 2026 include:

• Total Allocation: A maximum of 15,00,000 PSUs, corresponding to 15,00,000 equity shares of face value ₹1 each. This represents approximately 0.17% of the paid-up equity share capital as on June 30, 2026.
• Acquisition Method: The scheme will be implemented through secondary acquisition of shares by the existing Titan Employee Stock Option Trust. No fresh shares will be issued by the company, ensuring no additional dilution beyond the approved limit.
• Vesting Conditions: PSUs will vest after a performance period of three financial years, not exceeding five years from the date of grant. Vesting is contingent upon meeting specific performance parameters linked to Net Sales Value (NSV) and Earnings Before Interest and Tax (EBIT).
• Performance Metrics: For business division employees, 60% of the vesting criteria is linked to overall company performance (NSV and EBIT), while 40% is linked to individual business performance. Corporate function employees have a similar split based on company and individual business performance.

Trust Inventory and Secondary Acquisition

The Titan Employee Stock Option Trust currently holds 4,38,347 equity shares from the previous 'Scheme 2023'. Of these, 2,51,276 shares are earmarked for outstanding PSUs pending vesting or exercise. The remaining unutilized shares from the earlier scheme will be utilized for grants under Scheme 2026. Any shortfall will be met through secondary market purchases funded by financial assistance provided by the company to the Trust.

The exercise price for the PSUs under Scheme 2026 is set at ₹1 per unit, consistent with the face value of the underlying shares. This pricing structure aims to align employee interests with long-term shareholder value while managing dilution impacts.

Voting Details

Shareholders holding shares as on the cut-off date of August 7, 2026, are eligible to vote. Remote e-voting will commence on August 19, 2026, at 9:00 am and conclude on September 17, 2026, at 5:00 pm. The results of the postal ballot are expected to be announced on or before September 21, 2026.

Titan Company Limited has scheduled a one-on-one physical meeting with First Seniter Investor Group (FSSA) on August 21, 2026. The session is part of the company’s ongoing engagement schedule with institutional investors and analysts.

The meeting will take place between 2:00 pm and 3:00 pm. Titan confirmed that no price-sensitive information or forward-looking statements will be disclosed or discussed during the interaction.

Meeting Details

The schedule is in addition to previously disclosed meetings. The company noted that the schedule may undergo changes due to exigencies on the part of investors or the company.

Regulatory Disclosure

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Dinesh Shetty, General Counsel and Company Secretary of Titan Company Limited, signed the communication dated August 17, 2026.