Dear Members,
The Board of Directors are pleased to present the 34th Annual Report of the Company
along with the audited financial statements (standalone and consolidated) for the
financial year ended 31st March 2026. ("FY 2025- 26/ FY 26").
1. FINANCIAL RESULTS:
The Audited Financial Statements of your Company as on March 31, 2026, are prepared in
accordance with the relevant applicable Indian
Accounting Standards ("Ind AS") and Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013
("Act").
The Company's financial performance (standalone and consolidated) for the year ended
March 31, 2026 as compared to the previous financial year ended March 31, 2025 is
summarised below:
(Rs. In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2025-2026 |
2024-2025 |
2025-2026 |
2024-2025 |
| Revenue from operations |
20619.03 |
15645.08 |
20619.03 |
15645.08 |
| Other income |
541.02 |
391.25 |
541.02 |
391.25 |
| Total income |
21160.05 |
16036.33 |
21160.05 |
16036.33 |
| Expenses |
|
|
|
|
| Operating expenditure |
16850.07 |
13182.62 |
16850.07 |
13182.62 |
| Depreciation and amortization expense |
492.53 |
416.98 |
492.53 |
416.98 |
| Total expenses |
17342.60 |
13599.60 |
17342.60 |
13599.60 |
| Profit before depreciation, Finance Costs, exceptional item and tax |
4401.37 |
2933.89 |
4401.37 |
2933.89 |
| Less: Finance Costs |
91.39 |
80.18 |
91.39 |
80.18 |
| Less: Depreciation |
492.53 |
416.98 |
492.53 |
416.98 |
| Profit/Loss before tax and exceptional item |
3817.45 |
2436.73 |
3817.45 |
2436.73 |
| Less: Provision for Taxation |
1072.73 |
609.62 |
1072.73 |
609.62 |
| Add: Exceptional item |
- |
- |
- |
- |
| Net Profit/Loss after Tax |
2744.72 |
1827.11 |
2744.72 |
1827.11 |
| Share in profit of associate |
- |
- |
243.80 |
326.05 |
| Profit/Loss |
2744.72 |
1827.11 |
2988.52 |
2153.16 |
| Other Comprehensive Income (Net of Tax) |
(8.65) |
7.30 |
(8.82) |
7.30 |
| Total Comprehensive Income for the period |
2736.07 |
1834.41 |
2979.70 |
2160.46 |
| EPS |
6.64 |
4.42 |
7.23 |
5.21 |
Note: The above figures are extracted from the audited standalone and consolidated
financial statements of the Company prepared in accordance with the Indian Accounting
Standards ("Ind AS").
2. PERFORMANCE AND REVIEW
The revenue of the Company from operations was Rs. 20,619.03 Lakhs in FY 26, as
compared to the consolidated revenue of 15645.08 Lakhs Lakhs in FY 25. The profit before
tax ("PBT") for FY26 were Rs. 3817.45 Lakhs as compared to Rs. 2436.73 Lakhs,
respectively for FY25.
The consolidated EBITDA margin was at 18.57% in FY 26 as compared to 16.02% in FY25.
Profit for the year stood at Rs. 2744.72 Lakhs in FY 26 as compared to Rs. 1827.11 Lakhs
in FY 25.
The total consolidated revenue for FY 2026 was Rs. 21,160.05 Lakhs as compared to the
previous year's consolidated total revenue of Rs. 16036.33 Lakhs. The consolidated profit
after tax ("PAT") for FY 2026 and FY 2025 was Rs. 2744.72 Lakhs and Rs. 1827.11
Lakhs, respectively.
3. CONSOLIDATION OF FINANCIAL STATEMENTS
The Financial statements have been prepared in accordance with Indian Accounting
Standards. These financial statements comply in all material respects with Accounting
Standards notified under Section 133 of Companies Act, 2013. Further, a statement
containing salient features of Financial Statements of associate Company namely M/s.
Peptech Biosciences Limited and M/s. Titan Media Limited pursuant to sub-section 3 of
Section 129 of Companies Act, 2013 in prescribed form AOC-1 is appended as “Annexure
-1”.
4. NUMBER OF MEETINGS OF THE BOARD
Total 14 (Fourteen) meetings of the Board are held at regular intervals to discuss the
pertinent matters with a formal schedule. This information is furnished in Report on
Corporate Governance forming part of this Report.
5. COMMITTEES OF THE BOARD OF DIRECTORS
• Audit Committee
The details pertaining to the composition of the Audit Committee and other details are
included in the Corporate Governance Report, which is a part of this report. Further,
during the year under review, all recommendations made by the various Committees have been
accepted by the Board.
• Nomination &Remuneration Committee
The details pertaining to the composition of the Nomination Remuneration Committee and
other details are included in the Corporate Governance Report, which is a part of this
report. Further, during the year under review, all recommendations made by the various
Committees have been accepted by the Board.
• Stakeholder Relationship Committee
The details pertaining to the composition of the Stakeholders Relationship Committee
and other details are included in the Corporate Governance Report, which is a part of this
report. Further, during the year under review, all recommendations made by the various
Committees have been accepted by the Board.
• Corporate Social Responsibility Committee
The details pertaining to the composition of the Corporate Social Responsibility
Committee and other details are included in the Corporate Governance Report, which is a
part of this report. Further, during the year under review, all recommendations made by
the various Committees have been accepted by the Board.
6. MEETING OF INDEPENDENT DIRECTORS
A Meeting of the Independent Directors was held on February 12, 2026. All the
Independent Directors were present at the meeting. The meeting was duly convened and
conducted in compliance with the applicable provisions of the Companies Act, 2013 and the
rules made thereunder.
7. STATE OF COMPANY AFFAIRS
The Company is engaged in manufacture and export of Prepared Culture Media, Biological
Goods, Plant Growth Promoters etc. The Company is manufacturing Peptones, Biological
Extracts, Culture Media and Chemicals.
8. FUTURE PLANS
The Company plans to strengthen its presence in both domestic and international markets
by actively participating in prominent trade exhibitions, conferences, and seminars in
India and abroad. It also intends to undertake focused marketing and promotional
initiatives to enhance brand visibility, expand its customer base, and capitalize on
emerging market opportunities. In addition, the Company is developing products in the
health supplement segment to diversify its product portfolio and address the growing
demand for wellness and nutrition products.
9. DEPOSITS
The Company has not accepted any deposits from public during the year under review, and
as such, no amount of principal or interest on deposits from public was outstanding as on
March 31, 2026.
10. DIVIDEND
The Board of Directors at their meeting held on May 30, 2026, has recommended payment
of Rs. 0.50/- (@ 25%) per equity share of the face value of Rs. 2/- each as final dividend
for the financial year ended March 31, 2026.
The payment of final dividend is subject to the approval of the shareholders at the
ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall
be paid to those shareholders whose names appear in the Register of Members as on the
Record Date, on approval by the members at the Annual General Meeting.
11. TRANSFER TO RESERVES
A Sum of Rs. 2744.72 Lakhs was transferred to General Reserves out of the Profits for
the Current year and the retained earnings increased from Rs. 12779.62 Lakhs to Rs.
15359.06 Lakhs.
12. DETAILS OF FAMILARISATION PROGRAMME TO INDEPENDENT DIRECTORS
During the year, the Board members were regularly apprised with the overview of Company
and its operations by Senior Management Team. Further, the functional heads made
presentation to the Board of Directors. The Board was also apprised of all regulatory
& policy changes.
13. DIRECTORS
Ms. Supriya Singla (DIN: 03526583) and Mr. Shivom Singla (DIN: 03615519) shall retire
in this Annual general meeting and being eligible offers herself/ himself for
reappointment. A resolution seeking shareholders' approval for her re-appointment along
with other required details forms part of the Notice. The details of remuneration of
Directors may be referred to in the Corporate Governance Report.
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted declarations that each of them meet the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of
the SEBI Listing Regulations. There has been no change in the circumstances affecting
their status as independent directors of the Company. During the year under review, the
non-executive directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission and reimbursement of expenses, if any.
Pursuant to the provisions of Section 203 of the Act, Mr. Naresh Kumar Singla and Mr.
Suresh Chand Singla, Managing Directors, Mr. Raja Singla, Whole Time Director, Mr. Udit
Singla, Whole Time Director, Mr. Shivom Singla, Whole Time Director, Mr. Prem Shankar
Gupta, Chief Financial Officer and Mr. Charanjit Singh, Company Secretary are the Key
Managerial Personnel of the Company as on March 31, 2026.
14. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of Companies Act, 2013 with respect to
Director's Responsibility Statement, it is hereby confirmed:
(1) That in preparation of annual accounts for the financial year ended March 31, 2026
the applicable accounting standards had been followed along with proper explanations
relating to material departures;
(2) That the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.
(3) That the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of the Companies Act, 2013
for safeguarding the assets of the Company and preventing and detecting fraud and other
irregularities;
(4) That the Directors had prepared the accounts for the financial year ended March 31,
2026 on a going concern basis.
(5) The Directors had laid down se to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.
(6) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
15. AUDITORS
> Statutory Auditor
Pursuant to the provisions of Section 139 and 141 of the Act and the rules made
thereunder, M/s. A N S K & Associates, Chartered Accountants (Firm Registration
No.:026177N) were appointed as Statutory Auditors of the Company from the conclusion of
30th Annual General Meeting held on September 30, 2022 till the conclusion of the Annual
General Meeting of the Company to be held in the year 2027.
The report of the statutory auditors does not contain any qualification, reservation or
adverse remark or disclaimer.
The company and its one of associate company (Peptech Biosciences Limited) are using
Microsoft Navision Business Enterprises as ERP software for accounting which was taken
from the vendor. The audit trail feature is available in the software.
The Auditors' Report on the financial statements of the Company for the financial year
ended March 31, 2026 is unmodified i.e. it does not contain any qualification, reservation
or adverse remark or disclaimer. The Auditors' Report is enclosed with the financial
statements forming part of the annual report.
> Secretarial Auditor
Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, the Members of the Company at the 33rd Annual
General Meeting approved the appointment of Mr. Amit Anand (Membership No. A13409, C.P.
No. 17101), Practicing Company Secretary and Peer Reviewed Professional, as the
Secretarial Auditor of the Company for a term of five consecutive financial years from FY
2025-26 to FY 2029-30. The Report of the Secretarial Auditor is annexed as "Annexure
5” to this Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
The report of the Secretarial Auditor is also self- explanatory and need no further
comments from the Directors. As per the recommendation from the Committee on Corporate
Governance, constituted by the Government, in its report dated October 05, 2017, and
Circular No. CIR/ CFD/CMD1/27/2019 dated 08/02/2019, annual secretarial compliance report
as per format prescribed by the SEBI shall be submitted by the PCS on compliance of all
applicable SEBI Regulations and circulars/guidelines issued there under, consequent to
which, the PCS shall submit a report to the listed entity.
Annual Secretarial Compliance Report of Titan Biotech Ltd is a part of this report as
an “Annexure-6”.
> Cost Auditor
Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records
and Audit) Rules 2014, M/s. Sanjay Kumar Garg & Associates, Cost Accountants, Firm's
Registration Number 100292) have been appointed as Cost Auditors for the financial year
2025-26 to conduct cost audit of the accounts maintained by the Company in respect of the
various products prescribed under the applicable Cost Audit Rules. The Board on
recommendations of the Audit Committee has approved the remuneration payable to the Cost
Auditor, subject to ratification of their remuneration by the Members at this AGM. The
resolution approving the above proposal is being placed for approval of the Members in the
Notice for this AGM.
The Cost Auditors have certified that their appointment is within the limits of Section
141(3)(g) of the Act and that they are not disqualified from appointment within the
meaning of the said Act.
The cost accounts and records of the Company are duly prepared and maintained as
required under Section 148(1) of the Act.
> Internal Auditors
Pursuant to the requirements of Section 138 of the Companies Act, 2013 and Rule 13 of
Companies (Accounts) Rules, 2014, the Board of Directors of the Company had appointed M/s.
PGM & Associates, Chartered Accountants (Firm Registration No.: 017333N), as the
Internal Auditors of the Company for the 2 consecutive F.Y from 2025-26 to 2026-27.
16. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the period under review, your Company had foreign exchange earned of Rs.
8,897.37 Lakhs and foreign exchange used of Rs. 1,121.50 Lakhs of foreign exchange.
17. SHARE CAPITAL
There was no change in Share Capital of Company during the year, the Paid up share
capital of the Company stands at Rs. 8,26,37,000/- (Rupees Eight Crore Twenty-Six Lacs
Thirty-Seven Thousand Only) and authorized share capital of the Company stands at
Rs.10,00,00,000/- (Rupees Ten Crores Only).
Sub-division (Stock Split) of Equity Shares
During the year under review, the Members of the Company approved the sub-division
(stock split) of the Company's equity shares through a Postal Ballot, the results of which
were declared on 30th December, 2025. Pursuant to the approval, the Authorized Share
Capital of the Company remained unchanged at Rs. 10,00,00,000 (Rupees Ten Crore only),
however, it was reclassified from 1,00,00,000 (One Crore) Equity Shares of face value Rs.
10/- each to 5,00,00,000 (Five Crore) Equity Shares of face value Rs. 2/- each.
Consequent to the sub-division, the paid-up equity share capital of the Company also
remained unchanged in value and was reclassified from 82,63,700 (Eighty-Two Lakh
Sixty-Three Thousand Seven Hundred) Equity Shares of face value Rs. 10/- each to
4,13,18,500 (Four Crore Thirteen Lakh Eighteen Thousand Five Hundred) Equity Shares of
face value Rs. 2/- each.
18. WOMAN DIRECTOR
Pursuant to section 149 of the Companies Act, 2013 read with Companies (Appointment and
Qualification of Directors) Rules, 2014, the company is required to comply with the
provisions of Woman Director as the Company is a listed public Company.
Currently Company have Mrs. Manju Singla, one- woman Director in their Board.
19. MATERIAL CHANGES AND COMMITMENT
There are no material changes and commitments occurred, which affect the financial
position of the Company, from the last financial year to end of the financial year of the
Company to which the financial statements relate and the date of the report. Stakeholders
are advice to refer to the notes of standalone financial statement for the year ended
March 31, 2026 as included in this annual report.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Board is committed to maintaining high standards of corporate governance and
ensuring the confidence and trust of all stakeholders. To manage transactions involving
related parties in a transparent manner, the Company has a well- defined Related Party
Transactions Policy (the "Policy”). The Audit Committee reviews Related Party
Transactions on a quarterly basis to ensure compliance with the Policy and applicable
laws. During the year under review, the Policy was also reviewed by the Audit Committee.
All Related Party Transactions entered into during FY2025-26 were in the ordinary course
of business and at arm's length.
None of the transactions with related parties fall within the scope of Section 188(1)
of the Act. Accordingly, the disclosure of information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is not applicable.
The Related Party Transactions Policy is hosted on the Company's website at
https://titanbiotechltd. com/investor/policies/
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
Your Directors confirm that no significant and/ or material order(s) had been passed
against the Company during the financial year 2025-2026, which may adversely impact the
status of ongoing concern and operations in future.
22. DETAILS OF FRAUD REPORTED BY AUDITORS
No fraud has been noticed or reported by the Auditor as per Section 134 (3) (ca) of the
Companies
Act, 2013 read with Companies (Amendment) Act, 2015.
23. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2025-2026, there was one change in the composition of the
Board of Directors and Key Managerial Personnel of the Company.
Pursuant to the recommendations of the Nomination & Remuneration Committee
("NRC”), Mr. Debendra Kumar Sabat was appointed as an Additional Director
(Independent Category) of the Company by the Board of Directors at its meeting held on
August 13, 2025. Subsequently, the Members of the Company approved his appointment as an
Independent Director at the 33rd Annual General Meeting held on September 26, 2025, in
accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Manju Singla (DIN: 00027790), Mr. Raja Singla
(DIN: 03523719) and Mr. Udit Singla (DIN: 03526575) retired by rotation at the 33rd Annual
General Meeting and, being eligible, were re-appointed by the Members of the Company.
There were no other changes in the composition of the Board of Directors and Key
Managerial Personnel during the financial year under review.
Further, there has been one change in the composition of the Board of Directors and Key
Managerial Personnel of the Company after the close of the financial year 2025-2026 up to
the date of this Report.
Based on the recommendations of the Nomination and Remuneration Committee, the Board of
Directors, at its meeting held on September 3, 2026, inter alia, approved the following,
subject to the approval of the members:
(a) Re-appointment of Mr. Rohit Jain (DIN: 07191154) as an Independent Director of the
Company for a second and final term of five years with effect from October 1, 2026, to be
approved by the members by means of a special resolution;
(b) Ms. Supriya Singla (DIN: 03526583) and Mr. Shivom Singla (DIN: 03615519) retire by
rotation at the ensuing Annual General Meeting ("AGM”) and, being eligible, have
offered themselves for re-appointment.
Necessary resolutions, seeking approval of the members, in respect of the above
appointments/re- appointments have been included in the Notice of the ensuing Annual
General Meeting, and the Board recommends the same for approval by the members with the
requisite majority.
24. CHANGE IN NATURE OF BUSINESS
There was no change in nature of business of Company during the financial year ended
March 31, 2026.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT,
2013
The Company has disclosed the particulars of the loans given, investments made or
guarantees given or security provided during the year, as required under Section 186 of
the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, in Notes forming part of the financial
statements.
26. VIGIL MECHANISM
Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors
and employees to report to the management instances of unethical behaviour, actual or
suspected, fraud or violation of the Company's code of conduct or ethics policy. The vigil
mechanism provides multiple channels for reporting concerns including an option for
escalations, if any, to the Chairperson of the Audit Committee of the Company. The Company
has established policy for Vigil Mechanism and the same is placed on the website of the
Company at www.titanbiotechltd.com
27. RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the
Company has laid down Risk Management Policy to inform Board Members about the risk
assessment and minimization procedures. The Board of Directors don't foresee any elements
of risk, which in its opinion, may threaten the existence of the Company. The Company is
aware of the risks associated with the business. It's regularly analyses and takes
corrective actions for managing / mitigating the same. The Company's Risk management
framework ensures compliance with the provisions of Regulation 17(9) of the Listing
Regulation and has institutionalized the process for identifying, minimizing and
mitigating risks which is periodically reviewed.
Since the Company does not rank among the top 1000 listed entities by market
capitalization as of the end of the preceding financial year, it is exempt from compliance
with Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The disclosure of Conservation of Energy and Technology Absorption is attached as
“Annexure-2” and forms part of the Directors Report.
29. CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors has constituted a Corporate Social Responsibility (CSR)
Committee to monitor implementation of CSR activities of your Company.
The details of the composition of the CSR Committee, CSR policy, CSR initiatives and
activities undertaken during the year are given in the Annual Report on CSR activities in
“Annexure - 3” to this Report.
30 INFORMATION OF SUBSIDIARY/MATERIAL SUBSIDIARIES/ASSOCIATE COMPANIES
During the year under review, the Company does not have any subsidiary/material
subsidiary.
The Company continues to monitor its investments and association with the entities in
accordance with the applicable provisions of the Companies Act, 2013 and the rules made
thereunder. The management periodically reviews the performance and affairs of the
associate companies. The Company ensures that its investments and transactions with the
associate companies are undertaken in compliance with applicable laws and regulatory
requirements. The details of the associate companies are duly considered for the purpose
of preparation of the financial statements, wherever applicable. There has been no
material change in the status of the associate companies during the year under review,
Currently, the Company has the following two associate companies:
| Name of Company |
Status (subsidiary/ joint venture /associate) |
CIN |
Effective date |
| Peptech Biosciences Limited |
Associate |
U33110RJ2011PLC037007 |
16-02-2022 |
| Titan Media Limited |
Associate |
U24233DL1993PLC052051 |
16-02-2024 |
except as disclosed in this Report.
31. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
The performance of the board was evaluated by the Board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee
meetings, etc.
In separate meeting of independent Directors, performance of Non-Independent Directors,
the Board as a whole and Chairman of the Company was evaluated, taking into account the
views of executive directors and non-executive directors.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the independent directors being evaluated.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the
board meeting that followed the meeting of the independent directors and meeting of
Nomination and Remuneration Committee, the performance of the Board, its Committees, and
individual directors was also discussed.
32. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS
Policy on Directors Appointment or Reappointment, Remuneration and other details
provided in Section 178(3) of Companies Act, 2013 has been disclosed in the website of the
Company at www.titanbiotechltd.com
Whereas the term of the KMP (other than the Managing Director/Whole-time
Director/Manager) and Senior Management shall be governed by the prevailing HR policies of
the Company.
33. FAMILIARISATION PROGRAMME
Please refer to the Paragraph on Familiarisation Programme in the Corporate Governance
Report for detailed analysis.
34. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in
Management discussion and Analysis Report.
35. DISCLOSURE REQUIREMENT
As per SEBI Listing Regulations, the Corporate Governance Report for the financial year
ended March 31, 2026 giving the details as required under Regulation 34(3) read with
Clause C of Schedule V of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 is given separately with the Auditors' Certificate thereon, and the
Management Discussion and Analysis Report are attached, which forms part of this report.
Details of number of Board meetings, board diversity and expertise, composition of the
Audit Committee and establishment of Vigil Mechanism as required under the Act are
provided in the Corporate Governance Report. All mandatory recommendations made by the
committee(s) were reviewed and accepted by the Board of Directors. The Company has devised
proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems
are adequate and operating effectively.
36. INSURANCE
All properties and insurable interests of the Company including buildings, plant &
machinery and stocks have been adequately insured.
37. GREEN INITIATIVE
As a responsible corporate citizen, the Company welcomes and supports the 'Green
Initiative' undertaken by the Ministry of Corporate Affairs, Government of India, enabling
electronic delivery of documents including the Annual Report to Shareholders at their
e-mail address previously registered with the depositories or the Company's Registrar and
Share Transfer Agent. In line with the SEBI Listing Regulations, the Company has emailed
soft copies of its Annual Report to all those Shareholders who have registered their email
address for the said purpose. With reference to MCA General Circular No. 20/2020 dated May
5, 2020 and MCA Circular dated May 05, 2022 and MCA General Circular No. 11/2022 dated
December 28, 2022, read with the Securities and Exchange Board of India Circular No.
SEBI/HO/ CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Companies have been dispensed with the
printing and dispatch of Annual Reports to Shareholders. Hence, the Annual Report of the
Company for the financial year ended March 31, 2026, would be sent through email to the
Shareholders.
We would greatly appreciate and encourage more Members to register their email address
with their Depository Participant and/or the RTA/Company,
to receive soft copies of the Annual Report and other information disseminated by the
Company. Shareholders who have not registered their e-mail addresses so far are requested
to do the same. Those holding shares in demat form can register their e-mail address with
their concerned DPs. Shareholders who hold shares in physical form are requested to
register their e-mail addresses with the RTA/ Company, by sending KYC updation forms duly
signed by the shareholder(s) with required details.
38. POLICIES
For the effective conduct of operations and in compliance with applicable regulatory
requirements, the Company has framed and adopted various policies and guidelines. The
details of these policies, including the Company's Code of Conduct and other applicable
policies, are available on the Company's website at https://titanbiotechltd.com/investor/
policies/
39. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
40. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (IEPF Rules), the company has transferred dividend and shares during FY 2025-2026.
Same is available in Corporate Governance Report.
41. COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
In accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a Policy on
Prevention, Prohibition, and Redressal of sexual harassment at the workplace in line with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition,
and Redressal) Act, 2013, and Rules framed thereunder. The Policy emphasizes zero
tolerance for sexual harassment and ensures that an Internal Complaints Committee ('ICC')
is in place for all works and offices of the Company. The ICC is responsible for
redressing complaints received regarding sexual harassment. This proactive approach
underscores the Company's commitment to providing a safe and respectful workplace
environment. All employee (permanent, contractual, temporary, trainees) are covered under
this policy.
Your Directors affirm that the Company has complied with the provisions relating to the
constitution of the ICC. The Company is committed to providing a safe and conducive work
environment free from discrimination and harassment of any kind.
During the year under review:
• Number of sexual harassment complaints received: Nil
• Number of sexual harassment complaints disposed of: Nil
• Number of sexual harassment complaints pending for more than 90 days: Nil
The Company continues to promote awareness among its employees regarding the prevention
of sexual harassment at the workplace.
42. DISCLOSURE OF INFORMATION OF KMP REMUNERATION PURSUANT TO RULE 5(1) OF COMPANIES
(APPOINTMENT AND REMUNERATION OF REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The particulars of employees in accordance with the provisions of Section 197 of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended from time to time, is annexed herewith as
‘Annexure -4”.
There were no employee(s) in receipt of remuneration of Rs.1.02 Crores or more per
annum or in receipt of remuneration of Rs. 8.50 Lakhs per month, under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
43. OTHER DISCLOSURES:
• CORPORATE GOVERNANCE: Pursuant to
Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Report on Corporate Governance and a certificate
obtained from the Secretarial Auditors confirming compliance with Corporate Governance
requirements provided in the aforesaid Regulations, are provided in Annexure 'B' forming
part of this Board's Report.
• MANAGEMENT DISCUSSION AND ANALYSIS REPORT: A detailed review of the operations,
performance and future outlook of the Company and its businesses is given in the
Management Discussion and Analysis, which forms part of this Integrated Annual Report.
• ANNUAL RETURN: As per the provisions of Section 92(3) of the Companies Act,
2013, the Annual Return of the Company for the FY 2025-26 is available on our website
www.titanbiotechltd.com. The Annual Return of the Company for Financial Year 2024-2025
already filed with the Ministry of Corporate Affairs (MCA) and the draft Annual Return for
Financial Year 2025- 2026 are available on the website of the Company and the weblink to
access the same is as per above. After the filing of Annual Return for Financial Year
2025-2026 with MCA, the aforesaid draft version of the Return will be replaced with the
final version.
• STATUTORY COMPLIANCE: The Company has adequate systems and processes in place to
comply with all applicable laws and regulations including the CSR obligations and timely
payment of taxes.
• INSOLVENCY AND BANKRUPTCY CODE (IBC):
There are no proceedings admitted against the Company under the Insolvency and
Bankruptcy Code, 2016.
• MATERNITYBENEFITS: The Company has complied with all applicable provisions of
the Maternity Benefit Act, 1961, including amendments thereto. The Company provides
maternity benefits and leave entitlements to eligible women employees in accordance with
the law. Necessary facilities and support systems have been established to ensure a
healthy and inclusive work environment for women employees during and after maternity. The
Company remains committed to promoting the welfare and rights of women employees, in
alignment with statutory obligations and best practices.
44. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation, for the contribution made by
the employees at all levels but for whose hard work, and support, your Company's
achievements would not have been possible. Your Directors also wish to thank its
customers, dealers, agents, suppliers, investors and bankers for their continued support
and faith reposed in the Company.
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For and on behalf of the Board of Directors of |
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Titan Biotech Limited |
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Suresh Chand Singla |
Naresh Kumar Singla |
| Date: September 3, 2026 |
(Managing Director) |
(Managing Director) |
| Place: Delhi |
DIN:00027706 |
DIN:00027448 |
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