The Board of Directors are pleased to present the 33rd Annual Report of the Company along with the audited financial
statements (standalone and consolidated) for the financial year ended 31st March 2025. (“FY 2024-25/ FY 25”).

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, 2025, 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:

(Rs. In Lakhs)

2. performance and review

Your Company has achieved a Gross Sales of Rs. 15645.08 Lakh in the financial year 2024-25 as compared to Rs.
16407.21 Lakh in the financial year 2023-24 on a standalone basis. The profit before tax (“PBT”) for FY25 were Rs.
2436.73 Lakhs, respectively as compared to Rs. 3152.90 Lakhs, respectively for FY24.

The consolidated EBITDA margin was at 21.72% in FY 25 as compared to 21.72% in FY24. Profit for the year stood
at Rs. 2160.46 Lakhs in FY 25 as compared to Rs. 2502.78 Lakhs in FY 24.

The total consolidated revenue for FY 2025 was Rs. 16036.33 Lakhs as compared to the previous year’s consolidated
total revenue of Rs. 16582.03 Lakhs. The consolidated profit after tax (“PAT”) for FY 2025 and FY 2024 was Rs.
1827.11 Lakhs and Rs. 2366.32 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

The Board of Directors met 14 (Fourteen) times during 2024-25. 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

The Meeting of the Independent Directors was held on 12^th February, 2025. All the independent directors were present
in the meeting. The meeting was held through Video Conferencing and other audio video means.

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 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, 2025.

10. DIVIDEND

The Board of Directors at their meeting held on May 30, 2025, 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, 2025.

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.

For the financial year 2023-24, your Company has paid a final dividend of Rs. 2/- per equity share aggregating to Rs.
165.27 Lakh.

11. TRANSFER TO RESERVES

A Sum of Rs. 1,827.11 Lakhs was transferred to General Reserves out of the Profits for the Current year and the
retained earnings increased from Rs. 11,117.78 Lakhs to Rs. 12,779.62 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. 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

As on 31st March 2025, your Company’s Board comprised 11 (eleven) Directors, including a balanced
mix of Executive and Non-Executive Directors. The Managing Directors are Mr. Naresh Kumar singla
and Mr. suresh Chand singla. The Whole-Time Directors are Mr. Raja singla, Mr. udit singla and
Mr. shivom singla. The Non-Executive Directors include Mrs. Manju singla and Ms. supriya singla.
The Independent Directors are Mr. Rohit Jain (Chairman of the Company), Mr. Abhishek Agarwal,
Mr. Dhairya Madan and Mr. Brijesh Kumar singh.

Subsequent to the closure of the financial year, the Board appointed Mr. Debendra Kumar sabat as an Additional
Independent Director of the Company with effect from August 13, 2025. His appointment is subject to the approval
of shareholders at the ensuing Annual General Meeting, where it is proposed to regularize his appointment as an
Independent Director. The resolution for his appointment, along with other relevant details, forms part of the Notice of
the AGM..

In accordance with Section 152 of Companies Act, 2013 and other the applicable statutory provisions,
Mrs. Manju singla, Mr. Raja singla and Mr. udit singla shall retire in the forthcoming Annual general meeting
and being eligible offers herself/himself for reappointment. A resolution seeking shareholders’ approval for their 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..

15. 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 31^st March, 2025 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 31^st March, 2025 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 Auditors

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 30^th Annual General Meeting held on 30^th September, 2022 till the conclusion of the Annual General
Meeting of the Company to be held in the year 2027.

The company and its one of associate company (Peptech Biosciences Limited) has been using Microsoft navision
2013 as ERP software for accounting which was taken from the vendor. The Company has replaced the existing ERP
software 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 has been implemented.

The Auditors’ Report on the financial statements of the Company for the financial year ended March 31, 2025 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 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, 2025. 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.

In compliance with Regulation 24A of the SEBI (LODR) (Third Amendment) Regulations, 2024 and Section 204 of the
Act, the Board at its meeting held on May 30, 2025, based on recommendation of the Audit Committee, has approved
the appointment of Mr. Amit Anand (M.No.:13409, C.P. No.: 17101), Practicing Company Secretary as Secretarial
Auditor of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject
to approval of the Members at the ensuing AGM. The practicing Company Secretary holds a valid certificate of peer
review issued by the Institute of Company Secretaries of India and that he has not incurred any of the disqualifications
as specified under the Companies Act, 2013 and by the SEBI.

The Company has received a written confirmation from Mr. Amit Anand (M.No.:13409, C.P. No.: 17101), Practicing
Company Secretary, to the effect that their appointment as the Secretarial Auditor of the Company, if made, will be as
per the requirements laid down under the Companies Act, 2013 and Listing Regulations. In this regard, a Resolution for
appointment is carried in the Notice of the Annual General Meeting, which is recommended by the Board for approval.

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 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 Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and
Audit) Rules, 2014, the Board of Directors of the Company, on the recommendation of the Audit Committee, appointed
M/s Sanjay Kumar Garg & Associates, Cost Accountants (Firm Registration No. 100292), as the Cost Auditors of the
Company for the financial year 2024-25 to conduct the cost audit of the Company’s accounts in respect of the products
and services as prescribed under the applicable cost audit rules. The remuneration payable to the Cost Auditors for FY
2024-25 has been ratified by the Members at the 32nd Annual General Meeting (AGM).

Further on the basis of the recommendation received from Audit Committee, the Board at its meeting held on May 30,
2025, re-appointed M/s sanjay Kumar Garg & Associates, Cost Accountants (FRN: 100292), as the Cost Auditors
of the Company for the financial year 2025-26.The Cost Auditors have confirmed that their appointment is within the
limits prescribed under Section 141(3)(g) of the Companies Act, 2013, and that they are not disqualified for appointment
under the provisions of the said Act.

The Board has also approved the remuneration payable to the Cost Auditors for FY 2025-26, subject to ratification by
the Members at this AGM. A separate resolution seeking Members' approval for the same forms part of the Notice of
this AGM.

The cost records of the Company are duly prepared and maintained as required under Section 148(1) of the Companies
Act, 2013.

Internal Auditors

Pursuant to the requirements of Section 138 of the Companies Act, 2013 and Rule 13 of the Companies (Accounts)
Rules, 2014, and based on the recommendations of the Audit Committee, the Board of Directors at their meeting held
on May 29, 2023, appointed M/s. PGM & Associates, Chartered Accountants (Firm Registration No.: 017333N), as
the Internal Auditors of the Company for a period of two consecutive financial years, covering 2023-24 to 2024-25.

Further, at the Board meeting held on May 30, 2025, the Board re-appointed M/s. PGM & Associates as the Internal
Auditors for another period of two consecutive financial years, covering 2025-26 to 2026-27, on the recommendation
of the Audit Committee.

.17. foreign exchange earnings and outgo

During the period under review, your Company had foreign exchange earned of Rs. 5295.20 lakhs and foreign
exchange used of Rs. 1720.52 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 2024-2025 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
Weblink: www.bseindia.com

There was no presentation to Institutional Investors & analyst during 2024-2025.

Plant Locations:

• A-902A, RIICO Industrial Area, Phase-III, Bhiwadi - 301019, Rajasthan.

• E-539- 540, Industrial Area, Chopanki, Bhiwadi - 301019, Rajasthan.

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

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. 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 note standalone financial statement for the year ended 31^st March, 2025 as
included in this annual report. For more clarity kindly go through Notes of standalone financial statement for the year
ended 31^st March, 2025.

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 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 2024-2025, 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 read with
Companies (Amendment) Act, 2015.

25. CHANGE IN DIRECTORS AND KEY MANAGERIAL OF THE COMPANY DURING THE FINANCIAL
YEAR 2024-25:

There was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company of
the Company during the financial year 2024-25.

However, subsequent to the end of the financial year, the Board of Directors, at its meeting held on August 13, 2025,
approved the following appointments/re-appointments:

Appointment of Mr. Debendra Kumar Sabat (DIN: 00802225) as an Additional Independent Director of the
Company with effect from August 13, 2025. His appointment is subject to the approval of shareholders at the ensuing
Annual General Meeting, at which it is proposed to regularize his appointment as an Independent Director in accordance
with applicable laws.

Re-appointment of Mr. Naresh Kumar Singla (DIN: 00027448) as Managing Director of the Company for a further
term of five (5) years commencing from October 1, 2025, subject to the approval of the shareholders at the 33rd Annual
General Meeting.

Re-appointment of Mr. Suresh Chand Singla (DIN: 00027706) as Managing Director of the Company for a further
term of five (5) years commencing from October 1, 2025, subject to the approval of the shareholders at the 33rd Annual
General Meeting.

The resolutions pertaining to the above appointments/re-appointments, along with the requisite disclosures pursuant
to applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, form part of the Notice
convening the 33 rd Annual General Meeting of the Company..

26. CHANGE IN NATURE OF BUSINESS

There was no change in nature of business of Company during the financial year ended 31^st March, 2025.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES
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

The Company has acquired 33,90,510 partly paid-up equity shares of face value Rs.10 each, at a premium of Rs.14
per share, aggregating to a total consideration of Rs. 8,13,72,240 (Rupees Eight Crore Thirteen Lakh Seventy-Two
Thousand Two Hundred Forty Only), by subscribing to the rights issue ("said issue") of Titan Media Limited
("Investee Company").

An amount of Rs. 2,03,43,060 (Rupees Two Crore Three Lakh Forty-Three Thousand Sixty Only) was paid towards
the application money at the time of subscription. Subsequently, during the period under review, the Company has also
paid the first call amounting to Rs. 2,03,43,060, on the said partly paid-up shares.

Following the payment of the first call money, the Company's voting rights in the Investee Company increased from
32.29% to 48.44%. The Company’s shareholding and voting rights in Titan Media Limited will continue to increase
proportionately with each subsequent call payment made on the said shares.

During the Financial Year 2024-2025, no changes were taken place except mentioned above in subsidiary /
associates / joint venture companies.

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 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

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 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.

31. 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.

32. 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.

33. 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.

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 and
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 year ended 31^st March, 2025
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 been
adequately insured.

40. 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, 2025, would be sent through email to the Shareholders.

As per SEBI LODR, 2015, a letter providing the weblink, including the exact path, where the Annual Report and the
Notice of the AGM for the financial year 2024-25, will be sent to those members whose e-mail address is not registered
with the Company/ RTA / Depository Particlpant(s) / Depositories.

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.

41. POLICIEs

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

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 2024-2025. Same is available in Corporate Governance Report.

44. 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.

45. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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.

46. ANNuAL RETuRN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return for Financial Year
2024-2025 is available on the website of the Company at https://titanbiotechltd.com/investor/annual-returns/.

The Annual Return of the Company for Financial Year 2023-2024 already filed with the Ministry of Corporate Affairs
(MCA) and the draft Annual Return for Financial Year 2024-2025 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 2024-2025 with MCA, the aforesaid draft version of the Return will
be replaced with the final version.

47. Disclosure OF INFORMATION OF KMPREMuNERATION 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.

48. NOMINATION AND REMuNERATION Policy

The nomination and remuneration policy of Titan Biotech Limited for director’s appointment and remuneration is
uploaded in the website www.titanbiotechltd.com.

49. 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.

50. STATUTORY INFORMATION AND OTHER DISCLOSURES

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

b. 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.

c. 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.

d. There was no revision of Financial Statements and the Board’s Report of the Company during the year under review;

51. CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s
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 Company’s operations include raw material availability and its prices,
cyclical demand and pricing in the Company’s 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.

52. 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.

For Titan Biotech Limited

Suresh Chand Singla Naresh Kumar Singla

(Managing Director) (Managing Director)

date: August 13, 2025 DIN: 00027706 DIN: 00027448

Place: Delhi