Titan Company Limited has initiated a postal ballot process to secure shareholder approval for key governance and employee benefit resolutions. The notice, 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 for employees.

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 reported a consolidated net profit of ₹1,777 crore for Q1FY27, a 63% year-on-year increase from ₹1,091 crore, driven by robust festive jewellery demand and significant regulatory tailwinds. The bottom-line expansion was heavily influenced by ₹407 crore in gains from the customs duty rate hike from 6% to 15%, alongside an accounting mark-to-market (MTM) benefit of 75–80 basis points in the jewellery division due to gold price divergences. While total income rose 40% to ₹21,502 crore, management clarified that the normalized EBIT margin for the Tanishq-Mia-Zoya portfolio was 10.9%, excluding these one-off benefits which are expected to reverse over the next two to three quarters.

The unaudited financial results were reviewed by the Audit Committee and approved by the Board of Directors on August 7, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Statutory auditors B S R & Co. LLP reviewed the figures. During the earnings call, CFO Ashok Sonthalia emphasized that while the operating environment faced volatility due to sudden customs changes and international-domestic price gaps, the company advanced gold procurement to secure festive supply without disruption. The Board also approved the Titan Company Limited Performance Based Stock Unit Scheme 2026, allowing grants of up to 15,00,000 PSUs via the existing trust, subject to shareholder approval.

Standalone vs Consolidated: Key Metrics

The table below presents the key standalone financial metrics for Q1FY27 alongside year-ago figures and market estimates:

Segment Performance and Strategic Shifts

The Jewellery business remained the primary growth engine, with revenue growing 43% to ₹18,253 crore (excluding bullion and Digi-gold sales). This surge was powered by healthy festive demand and strong traction in international markets, particularly North America, where the international jewellery business grew 136% to ₹1,309 crore. However, the Damas core business in Dubai and Saudi Arabia incurred losses due to reduced footfall and ticket sizes amid regional conflict. The Watches portfolio grew 21% to ₹1,543 crore, led by premiumization trends, while EyeCare recorded 21% growth to ₹289 crore. Emerging businesses, including SKINN Fragrances and IRTH Women's Bags, saw an 18% income growth to ₹128 crore.

Management noted a reclassification of colour stone jewellery from the studded category to gold jewellery to better reflect diamond-focused metrics. Additionally, Titan rolled out a "cash for gold" scheme in June to solve customer liquidity needs, though it has not seen significant traction compared to traditional exchange programs. CEO Arun Narayan stated that exchange sales continue to exceed 50% of the business, serving as a key driver for customer acquisition.

What the Numbers Show

The divergence between the reported 64% PBT growth and the adjusted 37% growth highlights the material impact of regulatory changes on Titan's profitability this quarter. While core operational performance remains strong with double-digit growth across all major verticals, the inclusion of ₹407 crore in custom duty gains and MTM benefits suggests that underlying operational margins are resilient but currently boosted by one-off regulatory and accounting advantages. Management indicated that these gains will gradually flow through the P&L as inventories are realized, implying potential margin normalization in subsequent quarters. Furthermore, the sharp 136% growth in international jewellery business indicates successful execution of its global expansion strategy, offsetting losses in the Damas core business.