Titan ESOP Trust Gets New Trustees in 2026 SEBI Update

What Titan changed and why it matters

Titan Company Limited has modified the trustee composition of its Employee Stock Option Trust through a First Deed of Variation executed on April 7, 2026. The trust is the vehicle through which Titan implements equity-based employee benefits under the Titan Company Limited Performance Based Unit Scheme 2023. The update is administrative in nature, but it is central to governance because trustees are responsible for acquiring, holding, and transferring shares for employee benefit purposes. Titan has stated the modification aligns with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Employee Stock Option Trust was originally established on February 9, 2023. Titan’s disclosure indicates the April 2026 deed varies the original trust deed dated February 9, 2023, specifically to address a change in trustee composition. The company framed the move as a step to keep the employee benefit structure aligned with organisational objectives and performance-linked incentive frameworks.

The First Deed of Variation: key details

The First Deed of Variation was executed on April 7, 2026. Based on the disclosure, the document modifies the trust deed governing the Titan Employee Stock Option Trust, which operates under the Titan Company Limited Performance Based Unit Scheme 2023. The focus of the variation is governance, not a change in the underlying scheme terms.

Titan’s communication emphasises that the trust structure continues to support the company’s equity-based compensation approach that is designed to attract, retain, and motivate employees. In practical terms, trustee composition can affect execution readiness for secondary-market share acquisitions and transfers to employees, which is how Titan’s scheme is structured.

New three-member trustee structure

The modified trust deed establishes a three-member trustee structure. Titan appointed the following trustees to manage the Titan Employee Stock Option Trust:

• Swadesh Behera: Indian citizen, aged 59 years, residing in Bengaluru
• Priya Mathilakath: Indian citizen, aged 51 years, residing in Bengaluru
• Sharad Kumar Goyal: Indian citizen, aged about 52 years, residing in Bengaluru

The disclosure positions the change as a streamlining of trust governance. Titan’s update confirms that the trust remains the operating mechanism for the Performance Based Unit Scheme 2023.

How the Performance Based Unit Scheme 2023 works

Titan Company Limited Performance Based Stock Unit Scheme, 2023 (Scheme 2023) was approved by shareholders through a postal ballot obtained on March 21, 2023. Under the scheme framework disclosed by the company, a maximum of 10,00,000 PSUs may be offered and granted, and on exercise these would entitle not more than 10,00,000 equity shares of face value ₹1 each. Titan has also disclosed that this represents approximately 0.11% of the paid-up equity share capital as on December 31, 2022.

The scheme includes caps at the employee level. Titan has stated that the maximum number of PSUs to be granted to an eligible employee shall not exceed 50,000 PSUs, which on exercise would entitle not more than 50,000 equity shares of ₹1 each. The scheme administration is under the Board Nomination and Remuneration Committee (BNRC), with delegation of administration and implementation to the Titan Employee Stock Option Trust.

Secondary market acquisition and dilution impact

A notable feature of Titan’s Scheme 2023 is its stated reliance on secondary market share acquisition rather than issuance of new equity. Titan’s filings note that the scheme involves only secondary acquisitions of shares of the company from the recognised stock exchange for cash consideration by the Titan Employee Stock Option Trust. In the February 4, 2025 communication on PSU grants, Titan explicitly stated: no fresh shares shall be issued either to the trust or to employees under the scheme.

Titan also stated that there will not be any dilution of earnings per share in terms of Scheme 2023, citing the absence of fresh share issuance. This design is relevant for investors tracking equity dilution risk in employee compensation plans.

February 2025 grant: 5,300 PSUs to eligible employees

Titan disclosed that the BNRC of the board, on February 4, 2025, granted 5,300 PSUs in aggregate to eligible employees of the company and its subsidiaries under Scheme 2023. Each PSU entitles the holder to receive one fully paid-up equity share of face value ₹1 against each PSU vested and exercised. Titan’s disclosure adds that, based on performance parameters, up to a maximum of 5,300 equity shares would be transferred to eligible employees under the scheme terms.

On the same disclosure, Titan stated an exercise price of ₹1 per PSU (par value). The company also specified that the PSUs would vest in 3 years from the date of grant. For exercised PSUs, the vested units shall be exercised by eligible employees within a maximum period of 2 years from the date of vesting.

ICRA reaffirms Titan’s AAA (Stable) ratings

Alongside the ESOP trust governance update, Titan also received a credit rating reaffirmation from ICRA Ltd. ICRA reaffirmed Titan Company Limited’s AAA (Stable) rating across financial instruments totaling ₹21,950 crore as on March 31, 2026.

The reaffirmation covers:

• ₹6,200 crore fixed deposit programme
• ₹14,750 crore enhanced working capital facilities (increased from ₹7,305 crore)
• ₹1,000 crore term loans

Titan’s disclosure states the reaffirmation reflects ICRA’s continued confidence in the company’s creditworthiness and financial position.

Snapshot table: trust change, scheme metrics, and ratings

Market data and ownership context cited in disclosures

The provided market data points show Titan at ₹4,461.10, down ₹20.00 (-0.45%). The snapshot also lists a market capitalisation of ₹3,96,050 crore, current price ₹4,461, and 52-week high/low of ₹4,605 / ₹3,301, with a stated P/E of 76.9.

The ownership context cited states that as of FY26, the Tata Group held a 25% stake in Titan, including a 21% shareholding through Tata Sons Pvt Ltd. Tamil Nadu Industrial Development Corporation Limited (TIDCO) held 28%.

Why trustee composition changes are tracked by investors

Trustee changes are usually governance and compliance updates, but they matter because the trust is central to executing employee stock benefit plans. Under Titan’s structure, the trust is also linked to secondary-market share purchases and eventual transfers to employees on vesting and exercise. This makes trustee oversight and continuity relevant for operational execution of Scheme 2023.

The update also sits in a broader pattern of Indian listed companies expanding performance-linked equity compensation. In Titan’s case, the company’s filings outline a framework with clear caps, a vesting period linked to performance conditions, and a design that avoids fresh equity issuance.

Conclusion

Titan’s First Deed of Variation executed on April 7, 2026 reconstitutes the trustee composition of the Titan Employee Stock Option Trust into a three-member structure, supporting implementation of the Performance Based Unit Scheme 2023 under SEBI’s SBEB framework. Separately, ICRA’s reaffirmation of Titan’s AAA (Stable) ratings across ₹21,950 crore of instruments as of March 31, 2026 provides additional context on the company’s reported credit standing. Any further updates would typically come through subsequent corporate filings on trustee actions, scheme grants, or BNRC decisions under Scheme 2023.