Titan Company Limited Modifies Trustee Composition for Employee Stock Option Trust

Titan Company Limited has modified the trustee composition of its Employee Stock Option Trust through a formal deed variation executed on 7th April 2026. The modification was undertaken in compliance with SEBI regulations governing employee benefit schemes and represents an administrative restructuring of the trust's governance framework.

Trust Deed Modification Details

The company executed a First Deed of Variation to modify the original trust deed dated 9th February 2023. This modification specifically addresses changes in the composition of trustees managing the Titan Employee Stock Option Trust, which operates under the Titan Company Limited Performance Based Unit Scheme 2023.

Parameter: Details Modification Date: 7th April 2026 Original Trust Deed: 9th February 2023 Regulatory Framework: SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Applicable Regulation: Regulation 3

New Trustee Composition

The modified trust deed establishes a three-member trustee structure with the following appointments:

Swadesh Behera: Indian citizen, aged 59 years, residing in Bengaluru

Priya Mathilakath: Indian citizen, aged 51 years, residing in Bengaluru

Sharad Kumar Goyal: Indian citizen, aged about 52 years, residing in Bengaluru

All three trustees are company employees based in Bengaluru and will collectively oversee the trust's operations and employee benefit distributions.

Trust Objectives and Framework

The Titan Employee Stock Option Trust was originally established to support the company's human resource strategy through equity-based compensation. The trust operates with specific objectives designed to enhance employee engagement and performance alignment.

Key Trust Objectives:

Attract, retain and motivate talented and critical employees

Reward employee performance with ownership stakes proportional to contribution

Encourage employees to align individual performance with company objectives

Support implementation of the Performance Based Unit Scheme 2023

Regulatory Compliance and Documentation

The modification was executed through proper legal documentation, including an e-stamp certificate issued by the Government of Karnataka. The deed variation maintains compliance with SEBI regulations while ensuring continuity of the trust's operations under new trustee management.

The company has notified both BSE Limited and National Stock Exchange of India Limited about this modification, providing the required regulatory disclosures and documentation. The First Deed of Variation supersedes previous trustee arrangements while maintaining all other original trust provisions and objectives.

Titan Company Limited has received a comprehensive rating reaffirmation from ICRA Ltd, with the credit rating agency maintaining its AAA (Stable) rating across multiple financial instruments worth Rs. 21,950 crores. The rating action was completed on 31st March 2026, reflecting ICRA's continued confidence in the company's financial strength and creditworthiness.

Rating Details and Instrument Breakdown

The rating reaffirmation covers three key categories of financial instruments, with ICRA maintaining its highest investment-grade rating across all facilities:

Instrument Type Rated Amount (Rs. crore) Rating Action Fixed Deposit Programme 6,200 [ICRA]AAA (Stable); reaffirmed Working Capital Facilities 14,750 [ICRA]AAA (Stable)/[ICRA]A1+; reaffirmed/assigned Term Loans 1,000 [ICRA]AAA (Stable); reaffirmed Total 21,950

Enhanced Working Capital Facilities

A significant development in the rating action involves the enhancement of Titan's working capital facilities. The long-term and short-term fund-based and non-fund based working capital facilities have been increased substantially from Rs. 7,305 crores to Rs. 14,750 crores. This enhancement represents more than a doubling of the available working capital credit lines, indicating the company's expanding operational requirements and ICRA's confidence in its ability to service higher credit limits.

Rating Significance

The AAA rating represents ICRA's highest credit rating category, indicating that the rated instruments carry the lowest credit risk. The 'Stable' outlook suggests that ICRA expects the rating to remain unchanged over the medium term. For Titan's fixed deposit programme and term loans, the rating reaffirmation maintains continuity in the credit assessment, while the working capital facilities received both reaffirmation for existing amounts and new assignment for the enhanced portion.

Regulatory Compliance

Titan Company has disclosed this rating update in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure was signed by Binesh Shetty, General Counsel & Company Secretary, ensuring proper regulatory adherence and transparency with stakeholders regarding the company's credit profile.

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