Titan Biotech Ltd Directors Report

Dear Shareholders,

The Board of Directors are pleased to present the 32nd Annual Report of the Company along with the audited financial statements (standalone and consolidated) for the financial year ended 31 st March 2024. ("FY 2023-24/ FY 24"). The consolidated performance of the Company and its associate has been referred to wherever required.

1. FINANCIAL SUMMARY AND HIGHLIGHT OF FINANCIAL RESULTS:

The Audited Financial Statements of your Company as on March 31, 2024, 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 summarized financial highlight is depicted below:

Particulars	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from operations	16407.21	14,399.93	16407.21	14,399.93
Other income	174.82	194.31	174.82	194.31
Revenue	16582.03	14,594.24	16582.03	14,594.24
Expenses
Operating expenditure	12979.07	11448.02	12979.07	11448.02
Profit for the year before depreciation,
	3602.96	3146.23	3,602.96	3,146.23
Finance Costs, exceptional item and tax
Less: Finance Costs	117.00	74.59	117.00	74.59
Less: Depreciation	333.06	260.03	333.06	260.03
Profit/Loss before tax and exceptional item	3152.90	2,811.60	3152.90	2,811.61
Provision for Taxation	786.58	709.12	786.58	709.12
Exceptional item	-	-	-	-
Profit/Loss after Tax	2366.32	2,102.49	2366.32	2,102.48
Share in profit of associate	-	-	118.96	381.93
Profit/Loss	2366.32	2,102.49	2485.30	2,484.42
Other Comprehensive Income
	17.48	6.22	17.48	6.22
(Net of Tax)
		2108.71		2490.64
Total Comprehensive Income for the period	2383.80		2502.78
EPS	28.64	25.44	30.07	30.06

2. PERFORMANCE AND REVIEW

The revenue of the Company from operations was Rs. 16407.21 Lacs in FY24, which was 14% higher consolidated revenue of Rs. 14,399.93 Lacs in FY23. The profit before tax ("PBT") for FY24 were Rs. 3152.90/- Lacs, respectively as compared to Rs. 2811.61/- Lacs, respectively for FY23.

The consolidated EBITDA margin was at 21.72 % in FY24 as compared to 21.64 % in FY23. Profit for the at Rs. 2502.78/- Lacs in FY24 as compared to Rs. 2490.64/- Lacs in FY23..

The total revenue for FY 2024 was Rs. 16582.03/- lakhs increase by 14 % percent over the previous years

Rs. 14594.24/- lakhs. The profit after tax ("PAT") for FY 2024 and FY 2023 was Rs. 2366.32/- Lacs and Rs. 2102.49/-

Lacs, 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

The Board of Directors met 12 (Twelve) times during 2023-2024. For details, please refer to the Report on Corporate Governance, which forms 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 18/03/2024. All the independent directors were present in the meeting. The meeting was held through Video Conferencing and other audio video means.

7. ST ATE 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 promote its products domestically as well as internationally in new markets by participating in important exhibitions, conferences and seminars in and outside India and doing aggressive marketing and advertisement to tap the market. The Company is developing product for health supplement.

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, 2024.

10. DIVIDEND

The Board of Directors at their meeting held on May 29, 2024, has recommended payment of Rs. 2.00/- (@ 20%) per equity share of the face value of Rs. 10/- each as final dividend for the financial year ended March 31, 2024. 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. 2,366.32/-Lakhs was transferred to General Reserves out of the Profits for the Current year and the retained earnings increased from Rs. 8,900.21/- Lakhs to Rs. 11,117.78/-Lakhs.

12. DET AILS 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. POLICIES ADOPTED BY COMPANY

The policies of the Company are placed on the website of the Company at: www.titanbiotechltd.com in investors sub link.

14. DIRECTORS

Ms. Supriya Singla and Mr. Udit Singla 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, 2023.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed: (1) That in preparation of annual accounts for the financial year ended 31st March, 2024 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 st March, 2024 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.

16. 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 30th September, 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 except as mentioned under the heading ‘Report on other legal and regulatory requirements, under h (vi). The company and its one of associate company (Peptech Biosciences Limited) has been using Microsoft 2013 as ERP software for accounting which was taken from the vendor. The audit trail feature could not be activated due to lack of support from the vendor. Further, the above said old version is in the process of being replaced with

Microsoft Navision Business Enterprise which is updated software and contains audit trail features. The new version of the software with all the requisite compliance requirements is implemented..

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 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 Section 204 of the Act, Mr. Amit Anand (M. No: 13409, C.P No: 17101), Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2024. 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 Auditors 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 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, Firms Registration Number 100292) have been appointed as Cost Auditors for the financial year 2022-23 & 2023-24 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 toratification 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. their appointment is within the limits of Section 141(3)(g) of the Act and that they The Cost Audit or shave certified 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) 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 2021-22 to 2022-23. Further, the Committee has re-appointed M/s. PGM & Associates as the Internal Auditors of your Company for the 2 consecutive Financial Years from 2023-2024 to 2024-2025.

17. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company had foreign exchange earned of Rs. 5208.41/- lakhs and foreign exchange used of Rs. 1555.27 /-lakhs of foreign exchange..

18. LISTING OF SHARES a) The Company securities have not been suspended from trading. b) The securities of the Company are listed at the BSE Limited and will continue to be listed there. c) Company has paid annual listing fees for the Financial Year 2023-2024 to BSE Limited.

The name and address of stock exchange where shares of Company will continue to be listed as under:

BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai W www.bseindia.com eblink:

There was no presentation to Institutional Investors & analyst during 2023-2024. Plant Locations

A-902A, RIICO Industrial Area, Phase-III, Bhiwadi, Rajasthan.

E-540, Industrial Area, Chopanki, Bhiwadi, Rajasthan.

F-689-690, RIICO Industrial Area, Chopanki, Bhiwadi, Rajasthan - 301019

19. 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)

20. 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.

21. MA TERIAL CHANGES AND COMMITMENT

Thereareno materialchangesandcommitments occurred, which affect the financialposition of the Company, from the the date of last financial the report. Stakeholders are advice to refer note standalonefinancialstatement for the year ended 31st March, 2024 as included in this annual report. For more clarity kindly go through Notes of standalone financial statement for the year ended 31st March, 2024.

22. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The 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.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Your Directors confirm that no financial year 2023-2024, which may adversely impact the status of ongoing concern and operations in future

24. 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 Companies (Amendment) Act, 2015.

25. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was change in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year 2023-2024.

During the year Mr. Udit Singla and Mr. Shivom Singla is appointed as Whole Time Director (Executive Director) of the Company. Mr. Brijesh Kumar Singh and Mr. Dhairya Madan joined as a Non-Executive Independent Director. Further, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company after closing of the financial year 2023-2024.

26. CHANGE IN NATURE OF BUSINESS

There was no change in nature of business of Company during the financial year ended st March, 2024.

27. P ARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF

ACT, 2013

Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013 have been disclosed appropriately under financial statements.

28. INFORMATION OF SUBSIDIARY/MATERIAL SUBSIDIARIES/ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiary/material subsidiary.

Currently, the company have below two associate companies:

1. Peptech Biosciences Limited

2. Titan Media Limited

During the Financial Year 2023-2024, the following changes have taken place in subsidiary / associates / joint venture companies:

Name of Company	Status (subsidiary / joint venture / associate)	Added/ Ceased	Effective date
Titan Media Limited	Associate	Added	16-02-2024

The Company has acquired 33,90,510 partly paid up equity shares of Rs 24/- each at par aggregating to Rs. (Eight Crore Thirteen Lacs Seventy-Two Thousand Two Hundred Forty Rupees Only) out of which Rs. 2,03,43,060/- (Two Crore Three Lacs Forty-Three Thousand Sixty Rupees Only) had paid on application (only application) by way of subscribing to the rights issue ("said issue") of Titan Media Limited ("Investee Company").

In this regard, the Company agreed to acquire equity shares equivalent to voting rights of 64.58% of the total and paid up share capital of the Investee Company whenever the Investee Company will make a further call on the said issue. Currently, the Company had acquired the 32.29 % voting rights. The Company Stake in Investee Company will increase in proportionally on each call.

29. 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 Companys 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

30. 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 dont 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. Its regularly analyses and takes corrective actions for managing / mitigating the same. The Companys 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.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The disclosure of Conservation of Energy and Technology Absorption is attachedas "Annexure-2" and forms part of the Directors Report.

32. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to monitor of CSR activities of your Company.

The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities undertaken during year are given in the Annual Report on CSR activities in "Annexure 3" to this Report.

33. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and 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 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

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 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 Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed.

34. 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.

35. FAMILIARISATION PROGRAMME

Please refer to the Paragraph on Familiarisation Programme in the Corporate Governance Report for detailed analysis.

36. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in Management discussion Analysis Report.

37. HUMAN RESOURCES

The details in respect of Human Resources are included in Management discussion and Analysis Report.

38. DISCLOSURE REQUIREMENT

As per SEBI Listing Regulations, the Corporate Governance Report for the financial yearended31 st March, 2024 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.

39. INSURANCE

All properties and insurable interests of the Company including buildings, plant & machinery and stocks have adequately insured.

40. GREEN INITIATIVE

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative undertaken by Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Integrated Annual Report to Shareholders at their e-mail address previously registered with the depositories or the Companys Registrar and Share Transfer Agent. In line with the SEBI Listing Regulations, the Company has emailed soft copies of its Integrated 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, 2024, would be sent through email to the Shareholders.

W e 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.

41. POLICIES

For better conduct of operations and in compliance with regulatory requirements, your Company has framed adopted certain policies. In addition to the Companys Code of Conduct that have been adopted by the Company are as follows:

Name of the Policy/ Code	Brief Description Web Link
Terms and Conditions of Appointment of Independent Directors	The terms comprises of Role, Duties and Responsibilities, accompanying liabilities, etc for the Independent Directors ("ID").
Corporate Social Responsibility Policy	The Policy delineates the Companys approach to fostering a beneficial influence on society through initiatives encompassing education, healthcare, the environment etc., underscoring its commitment to corporate social responsibility.
Familirisation Programme for Independent Directors	The Policy ensures that the Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company etc. through various programs.
Materiality Policy Policy on Succession Planning for the Board and Senior	Materiality Policy can be accessed in the company website. Policy on Succession Planning for the Board and Senior can be accessed in the company website.
Policy on Material Subsidiary Risk Management Policy	The Policy determines the material subsidiaries of the Company and to provide the governance framework for them. to identify risks impacting Companys Business through systematic process of risk identification by Board or audit committee of executive management etc.	https://titanbiotechltd.com/investor/policies/
Policy for Determnation of Material Events and Information	This Policy aims to determine Materiality of events/information.
Policy on Preservation of Documents	The Policy deals with periodicity of retention of the Company records and documents.
Code of Conduct For Prevention of Insider Trading	The Company endeavors to preserve the confidentiality of unpublished price sensitive information and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations.
Policy on Board Diversity	To ensure a transparent Board nomination process with the diversity of thought, experience, knowledge, perspective and gender in the Board.
Content Archiving Policy	The Policy deals with archival of the Companys documents which have been disclosed on the website of the Company.
Code of Conduct of Independent Directors of their responsibilities in a professional and and fulfillment	The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors.
Code of Conduct for Board of Directors and Senior Management	This Code broadly lays down the general principles to be followed by the Board of Directors and the Senior Management of the Company as a guide for discharging their respective duties and responsibilities as members of the Board or Senior Management of the Company, as the case may be.

 

Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualification, competencies, positive attributes and independence for the appointment of Directors and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Employees.
Related Party Transaction Policy	Related Party Transaction Policy can be accessed in the company website.
Policy for Prevention of Sexual Harassment	The Prevention of Sexual Harassment Policy has been formed to prohibit, prevent or deter the commission of acts of sexual harassment at workplace and to provide the procedure for the Redressal of complaints pertaining to sexual harassment.
Vigil Mechanism Policy	To encourage its employees to share, disclose, complain about actual or suspected misconduct, nonadherence or violation of rules, regulations, fraud, non-compliance, unethical behavior; etc.
Code of Fair Disclosure	Code of Fair Disclosure can be accessed in the company website.

42. 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.

43. 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 2023-2024. Same is available in Corporate Governance Report.

44. DISCLOSURES UNDER 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 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 Companys commitment to providing a safe and respectful workplace environment. All employee (permanent, contractual, temporary, trainees) are covered under this policy.

The following are the summary of sexual harassment complaints received and disposed off during the financial 2023-2024.

No of Complaints received: Nil

No of complaints disposed off: N.A

45. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return for Financial 2023-2024 is available on the website of the Company at www.titanbiotechltd.com.

The Annual Return of the Company for Financial Year 2022-2023 already filed with the Ministry of Corporate (MCA) and the draft Annual Return for Financial Year 2023-2024 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 2023-2024 with MCA, the aforesaid draft version of the will be replaced with the final version.

46. 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 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.

47. NOMINATION AND REMUNERATION POLICY

The nomination and remuneration policy of Titan Biotech Limited for directors appointment and remuneration uploaded in the website www.titanbiotechltd.com.

48. INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF)

Refer Corporate Governance Report para on ‘Unclaimed Dividends To Be Transferred To The Investor Education And Protection Fund for details on transfer of unclaimed/unpaid amount/shares to IEPF.

49. ST ATUTORY INFORMATION AND OTHER DISCLOSURES a. The details of difference between amount of the valuation done at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof:

There were no transaction requiring disclosure or reporting in respect of matter relating to instance of one time settlement with any bank or financial institution. b. Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year: During the year no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016. c. There was no revision of Financial Statements and the Boards Report of the Company during the year under review;

50. CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be ‘forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

51. ACKNOWLEDGEMENTS

Y our 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 Companys 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.

Date: 03/09/2024

Place: Delhi