To the Members of Timex Group India Limited

The Directors are pleased to present the Thirty-seventh Annual Report and Audited Statement of Accounts for the year ended 31st March 2025.

FINANCIAL RESULTS AND PERFORMANCE

(Rs. in Lakhs)

Financial year 2024-25 has been another strong year for the company. Revenue from operations (including other income) reached an all-time high of Rs. 53,982 lakhs, reflecting a growth of 28%, while profit before tax rose to Rs. 4,277 lakhs, marking an increase of 54% compared to the previous year.

The business witnessed accelerated growth during the year, driven by the long-term strategic initiatives implemented over the past few years. This momentum was fueled by a focused strategy to expand the Timex Group brands while leveraging the strong presence of our fashion brands, offering more aspirational domestic and international products, and enhancing engagement through compelling storytelling and dynamic marketing initiatives. We strengthened our presence across all channels and points of sale, improved the productivity of existing outlets, and benefited from the continued support and expertise of our parent company, which brings over 170 years of global experience in watch design, manufacturing, and sales.

The Company pursued a balanced approach to maximize the potential of all sales channels simultaneously. The trade channel — encompassing distribution, dealers, showrooms, and key accounts — remained the largest contributor to revenue and played a significant role in our overall growth. Additionally, growth was supported by the expanding e-commerce channel, improved performance in the luxury segment with increasing premiumisation, stronger contributions from Timex international products, enhanced retail presence, and the strong performance of fashion and luxury brands. Tactical marketing efforts also added momentum. Furthermore, the e-commerce and OEM channels continued to bolster profitability and support healthy cash flows.

During the year under review, the major macro-economic challenges that generally impacted the business essentials

included global geopolitical risks such as the Russia-Ukraine war, the Israel-Palestinian conflict, currency depreciation, declining capital inflows, trade disruptions, and a sharp rise in raw material costs. Despite these headwinds, the Company effectively managed the risks through strategic planning and careful execution and will continue to closely monitor these evolving factors to take timely and appropriate actions as needed. Further, the recent tariffs announced by the USA government and retaliatory measures by other countries have heightened the global risk of a trade war. The full impact of these developments on global trade, commodity prices, inflation, and currencies will become clearer over time, with India's GDP growth rate expected to be affected by a reduction of 0.2 to 0.5 percentage points.

During the year under review, we remained committed to our strategic focus on analog watches as our core offering, with smart technology products driving additional growth. We are confident that our strong product portfolio, featuring popular brands across the value spectrum, will continue to strengthen our core analog business. While the Timex brand remains our primary focus and main revenue driver, we anticipate significant growth at the entry level from our other brands, such as Helix and TMX. Additionally, our robust lineup of fashion and luxury brands — including Guess, Gc, Nautica, Furla, Ted Baker, Adidas Originals, Philipp Plein, Plein Sport, UNLTD., UCB, Versace, and Ferragamo — will further boost our market share and offer consumers a wide variety of choices in these segments.

Over the past financial year, we have continued to drive momentum in the market through a series of high-impact product launches, consistent brand innovation, and strategic introductions of international lines tailored for the Indian consumer. These efforts have not only strengthened our product portfolio but have also enabled us to enhance our pricing architecture, with the introduction of offerings at higher price points contributing to an uplift in the average selling price across categories.

Our product and brand strategy this year has been guided by a clear focus on innovation, relevance, and diversification. We have built a portfolio that not only celebrates the brand's legacy but also resonates with today's consumer through compelling storytelling, aspirational design, and differentiated value. These efforts are instrumental in strengthening brand equity, expanding market share, and setting the stage for long-term sustainable growth.

At the core of our brand strategy is Timex, our founding brand and a critical pillar of our analog watch segment. As the brand celebrates its remarkable 170-year legacy, we take great pride in its enduring heritage and iconic status in the global watchmaking industry. Timex's value proposition remains timeless—offering accessible,high-quality timepieces that combine craftsmanship, design, and affordability. Since its inception, Timex has consistently delivered on the promise of democratizing engineering excellence, and we continue to honour that commitment by ensuring our products reflect thoughtful design, durability, and value for the consumer.

Timex transcends its role as a product; it is a cultural icon. More than a recognizable name, it stands as a symbol of enduring design, functionality, and American ingenuity. Since 1854, the brand has consistently challenged norms, reshaping the global watch industry through a series of groundbreaking innovations. This pioneering spirit continues to guide our brand philosophy— driving product development, expanding market relevance, and reinforcing our positioning as a trusted, heritage-driven name in watchmaking.

This year, we introduced several compelling collections that have been well-received by both the market and consumers. These product launches reflect our strategic focus on expanding brand relevance across consumer segments by offering a broad spectrum of designs—from traditional to contemporary—across diverse price points. Each collection is underpinned by meticulous attention to detail, innovative features, and craftsmanship that reflects the highest standards of quality.

During the year, Timex amplified its brand visibility and cultural relevance through a series of high-decibel collaborations that positioned the brand at the intersection of lifestyle, design, and innovation. These partnerships were carefully curated to align with our core values—craftsmanship, authenticity, and accessible design—while allowing us to tap into new consumer segments and cultural conversations.

Among the most notable was our collaboration with The James Brand, a premium lifestyle accessories company known for its minimalist, design-led products. The limited-edition timepiece co-created under this collaboration merged The James Brand's clean, contemporary aesthetic with Timex's legacy of watchmaking expertise. The resulting product was not just a functional accessory, but a statement piece—resonating strongly with urban consumers, design aficionados, and the creative community.

The Timex x The James Brand launch generated significant media attention and consumer buzz, with strong traction across digital platforms and lifestyle media. It was embraced as a collectible and sold out rapidly upon release, reaffirming the power of well- aligned collaborations in enhancing brand perception and driving desirability.

A cornerstone of the Timex legacy is the legendary $1 watch, a product that forever changed the global watch industry and solidified Timex's reputation as a brand of the people. Launched during a time when timekeeping was still considered a luxury, this revolutionary offering democratized watch ownership—making it accessible to the everyday consumer for the very first time.

The impact was immediate and profound. The affordability and reliability of the $1 watch led to unprecedented demand, creating queues outside retail stores across continents, from New York to London to Mumbai. It wasn't just a product—it was a cultural phenomenon, and it redefined the value equation in the world of horology.

Among our key growth drivers have been our flagship franchises—Marlin, Waterbury, and Q—which continue to gain strong traction in the Indian market, echoing their international success.

Marlin represents a revival of mid-century elegance. Drawing inspiration from our 1950s and 1960s archives, this collection blends timeless sophistication with modern styling. It appeals to discerning consumers seeking classic aesthetics paired with contemporary sensibilities. Marlin underscores our ability to leverage brand heritage to create fresh relevance in today's market.

Waterbury, named after our original company—the Waterbury Clock Company—honours the spirit of American craftsmanship and innovation. The collection exemplifies the quintessential Timex design ethos, combining traditional watchmaking techniques with rich materials and timeless aesthetics. It continues to be a strong representation of our legacy, balancing our past with forward-thinking design and accessibility.

The Q Timex series stands as a testament to our resilience and agility. Initially conceived in response to the quartz movement that disrupted the watch industry in the 1970s, the Q collection represents our ability to adapt and innovate. The modern reissues—including the iconic 1979 launch and subsequent design updates—highlight our capability to create watches that are bold, stylish, and technologically relevant, while honouring our history of transformation.

In line with our commitment to innovation and market differentiation, we recently introduced the Timex Vector franchise—a bold, new addition to our portfolio that underscores our engineering capabilities and product sophistication. Designed for the modern consumer who values both performance and presence, Vector is a collection of complex stainless-steel timepieces, engineered with precision and built to make a statement. These watches feature robust case constructions, intricate dial detailing, and multi-function chronograph movements—highlighting Timex's technical prowess and elevated design sensibility. With its distinctive industrial aesthetic and premium finish, the Vector franchise serves as a strategic entry into a more evolved, tech-forward segment of the analog category. Early reception has been encouraging, with the collection resonating strongly with young professionals and urban consumers seeking a bold yet refined wristwear experience. Vector not only strengthens our premium positioning within the Timex portfolio but also reaffirms our commitment to pushing the boundaries of accessible engineering and craftsmanship.

As part of our ongoing strategy to elevate the Timex women's portfolio, we introduced the Fria Peekaboo Limited Edition—a bold step into the premium fashion watch space. Designed to appeal to the modern, style-conscious woman, the Peekaboo collection reflects a sophisticated blend of horological craftsmanship and high-fashion sensibility. Priced at ?24,995, each style was produced in a limited run of just 200 units, reinforcing its exclusivity and collectible value. With its unique design language—featuring a play of texture, cut-out detailing, and refined crystal embellishments—the Fria Peekaboo series is both a statement piece and a testament to our ability to craft watches that merge functionality with expressive style. This launch not only generated high consumer interest but also served to strengthen Timex's position in the aspirational women's segment where design differentiation and limited availability drive brand prestige.

The growing consumer trend of premiumization—where buyers increasingly seek higher-quality, more sophisticated products— has reshaped the expectations in the watch industry. In response, Timex has elevated its offering with the launch of a premium range of skeletal automatic watches, featuring high-precision Japanese automatic movements. These timepieces are crafted using premium materials and are designed to appeal to discerning consumers through their refined aesthetics and mechanical intricacy. With skeletal dials that showcase the inner workings of the movement and exhibition case backs that highlight the craftsmanship within, Timex seamlessly combines its legacy of reliability with a modern, aspirational edge, reinforcing its position in the evolving landscape of affordable luxury.

Our youth fashion brand Helix underwent a strategic brand refresh, with a renewed focus on appealing to style-conscious young adults seeking functionality at affordable price points. With bold design language, vibrant color palettes, and practical features such as water resistance and multifunction displays, Helix has been positioned as the go-to brand for everyday wear with a fashion-forward edge. The updated brand identity has helped reenergize consumer engagement and retail momentum in this category.

Meanwhile, TMX, our value-oriented label, continues to demonstrate strong performance, particularly in tier 2 and tier 3 markets. By expanding into new segments such as kids, fashion, and professional wear, TMX has successfully broadened its customer base while maintaining its core appeal of affordable, stylish timepieces. This brand remains a key contributor to our volume-driven growth strategy and provides a solid foundation for deeper regional market penetration.

The fashion and luxury segment represents a substantial portion of the overall watch market and continues to grow, fueled by rising disposable incomes, greater exposure to international brands, and increasing demand for premium products. With a strong portfolio of leading international fashion brands, the Company is well positioned to expand its presence and capture a larger share of this segment. We advanced in this direction through a focused strategy that included new product launches, effective product lifecycle management, attractive consumer promotions, expansion of our retail network, business development initiatives, product launch events, collaborations with influencers, and enhanced investment in visual merchandising.

Guess and Gc brand watches have resonated strongly with consumers seeking international fashion labels, making a significant contribution to the overall revenue growth. Guess brand watches continued to strengthen their position as a fashion leader by introducing bold and innovative designs for both men and women, incorporating new dial treatments, and consistently enhancing the collection architecture. The popular Phoenix and Headline series, in particular, have seen new product additions and remain major contributors to Guess's men's category performance. Meanwhile, Gc has maintained its momentum by unveiling striking new case designs and delighting customers with fresh and exciting product launches.

During the year under review, the Company introduced GUESS Jewellery that further capitalizes on favorable market dynamics, including rising gold prices, the growing population of working women, and the younger generation's preference for stylish yet affordable accessories. With its strong global fashion appeal, GUESS is well-positioned to meet the increasing demand in urban and aspirational markets.

PLEIN SPORT watches, launched in India last year, have been well received by consumers. Positioned strategically at the intersection of fashion lifestyle and sportswear, PLEIN SPORT represents the next frontier in luxury activewear. With a hyperfuturistic approach, innovation is at the heart of the brand's concept, blending cutting-edge shapes and distinctive designs with the excitement of peak athletic performance. This unique stylistic vision reflects the brand's bold and independent DNA. PLEIN SPORT watches are crafted to offer a perfect balance of style and comfort, drawing inspiration from the strength and agility of the Tiger — the powerful symbol that defines the PLEIN SPORT universe, with signature design elements integrated throughout the collection.

Alongside its strong presence in the analog segment, the Company continued to engage tech-savvy consumers with an exciting range of smart products, maintaining its relevance in this evolving category. Although 2024 proved challenging for the Indian smartwatch industry — marked by a sharp contraction due to a slowdown in product innovation and pricing pressures, both exacerbated by global supply chain disruptions and shortages of key electronic components — the Company successfully outperformed the market. It achieved strong, high double-digit year-on-year growth in its smartwatch segment. This performance was driven by the growing success of its flagship smart technology sub-brands, iConnect by Timex and Timex Smart, which continued to resonate with consumers looking for reliable, stylish, and well-crafted wearable technology.

The offline channel and corporate partnerships served as the key growth drivers for the Timex smartwatch portfolio during the year. These avenues enabled strong consumer engagement, enhanced brand visibility, and sustained demand, even amidst the broader market slowdown.

Conversely, performance in the e-commerce channel faced challenges. The lack of exclusive launches on e-com portals restricted visibility and reach in the digital space. Nevertheless, Timex has taken strategic steps to strengthen its presence across online marketplaces, steadily expanding its digital footprint with the goal of capturing a greater share of the growing online consumer market.

Looking ahead, the Company is committed to strengthening its position in the tech-enabled product segment by executing a strategic calendar of product launches, enhancing brand visibility across e-commerce platforms, and driving innovation in design and features. These initiatives are expected to accelerate growth in the tech product segment and further increase its contribution to the Company's overall portfolio in the coming financial year.

The business was further strengthened by significant marketing investments aimed at building mass awareness around Timex and its new global positioning. Our association with India Beach Fashion Week was expanded this year, elevating our role from associate sponsor to lead sponsor, as part of ongoing efforts to reinforce Timex's fashion-forward identity. This was followed by a high-impact multimedia campaign in partnership with the Tata IPL team, Punjab Kings, where Timex served as the official timekeeper and featured prominently on the players' uniforms. The "Timex: Official Timekeeper of the Kings" campaign was widely promoted across multiple media platforms during the Tata IPL 2024, ensuring extensive brand visibility.

Building on this momentum, we amplified our global brand campaign "Waste More Time," featuring Ananya Panday as the face of Timex. Her youthful energy and strong social media presence helped the campaign reach a broader audience. The "Waste More Time" theme was woven into IPL activities through creative player content, influencer collaborations, and playful brand integrations. Ananya Panday brought the campaign to life through three breakthrough films, each celebrating simple, joyful moments — from chatting with plants in our Spring- Summer launch film to balancing books in a whimsical take on work-life balance — reinforcing the core message: if it makes you happy, it's never a waste of time. The campaign was further supported through digital collaborations, expansive social media promotions, robust media coverage, print ads in national and regional dailies, fashion magazines, and premium outdoor advertising. Influencer-driven content aligned with the campaign's ethos of joyful, intentional living, while exclusive partnerships with leading fashion media platforms helped extend its reach.

Beyond mass media, there was strong emphasis on media engagement and PR-led events. Notably, Guess and GC brands were highlighted at influencer-focused events in Delhi and Mumbai. We also introduced a landmark collaboration between Versace and an Indian designer, bringing local cultural relevance to our Diwali campaign.

Marketing efforts were equally focused on the Group's licensed brand portfolio, including Philipp Plein, Plein Sport, and UCB watches. High-profile events, featuring celebrities like Babil Khan for Philipp Plein and Shriya Reddy for Guess, showcased our premium collections at flagship Just Watches stores.

Just Watches continues to be a cornerstone of our marketing strategy, seamlessly blending offline retail, digital presence, and social media engagement. The platform plays a key role in amplifying PR and marketing initiatives for all our brands. With support from celebrity endorsements — including Athiya Shetty and Ishaan Khatter for Versace — we have strengthened Just Watches' positioning as the premier destination for premium and luxury timepieces, further enhancing visibility for the Group's luxury portfolio.

Our state-of-the-art facilities, combined with our expertise in product design, supply chain management, and after-sales services — all offered under one roof — have enabled the growth of OEM as an independent business vertical and a significant contributor to revenue. This integrated approach not only enhances operational efficiency but also fosters strong, long-term partnerships with leading brands. During the year, the Company served as an OEM partner for Lavie and Woodland, as well as for Flipkart and Myntra, supporting some of the most prestigious consumer brands in the industry. Moving forward, the Company remains committed to expanding its OEM business through focused business development initiatives.

Dividend

Due to accumulated losses and non-availability of distributable profits in the past, the Company could not pay any dividend

preference shares or equity shares. This has resulted in accumulation of unpaid dividend on the cumulative preference shares since the FY 2018-19.

During the year under review, the accumulated losses have been completely wiped off out of the profits and the Company has distributable profits available to pay a part of unpaid accumulated dividend on preference shares. Accordingly, the Board of Directors has, in its meeting held on May 6, 2025, recommended a final dividend on two tranches of preference shares i.e. (i) dividend on 0.09% non-cumulative redeemable non- convertible preference shares amounting to Rs. 22,500 for the FY 2024-25 and (ii) dividend on 13.88% cumulative redeemable non- convertible preference shares amounting to Rs. 9,53,55,600 comprising of Rs. 3,17,85,200 each for the FY 2024-25, FY 2018-19 and FY 2019-20, with a view to pay off part of unpaid accumulated dividend out of available distributable profits. The final dividend will be subject to the approval by the Members of the Company at its ensuing Annual General Meeting ("AGM").

The Company does not propose to transfer any amount to General Reserve.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy. The Policy is available on our website at - https://www.timexindia.com/wp- content/uploads/2023/06/Dividend%20Distribution%20Policy.pdf

CHANGES IN SHARE CAPITAL

There was no change in the equity share capital during the year under review.

1,57,00,000 13.88% Cumulative Redeemable Non-Convertible Preference Shares of Rs. 10/- each held by M/s Timex Group Luxury Watches B.V. (TGLW), the Holding Company, were due for redemption on March 26, 2024. However, due to accumulated losses and non-availability of distributable profits, the Company could neither redeem these preference shares nor declare / pay dividends on the same. Also, the Company was not in a position to issue fresh shares for the purpose of redemption of the said preference shares.

Accordingly, pursuant to Section 55(3) of the Companies Act, 2013 and in accordance with the approvals of the shareholders, Hon'ble National Company Law Tribunal (NCLT), Delhi and the Reserve Bank of India, the Company has issued 2,73,15,264, 10.75% Cumulative Redeemable Non-Convertible Preference Shares of Rs. 10/- each at par for cash to TGLW on private placement basis, for the purpose of redemption of the said shares alongwith accumulated dividend. The tenure of these shares is 20 years, with an option with either party for an early redemption anytime. The total amount (Rs. 27,31,52,640/-) is equivalent to the value of the principal amount (being Rs.15,70,00,000/-) plus the unpaid accumulated dividend till the due date of redemption (being Rs.13,03,91,380/-) on these shares, less the tax to be deducted at source (being Rs.1,42,38,740/-).

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC CONDITIONS AND OUTLOOK

According to Reserve Bank of India's April 2025 Bulletin, the global economic outlook is fast changing. The recent trade tariff related measures have exacerbated uncertainties clouding the economic outlook across regions, posing new headwinds for global growth and inflation. Financial markets have responded through sharp fall in dollar index and equity sell-offs with significant softening in bond yields and crude oil prices.

The National Statistics Office (NSO) has estimated real Gross Domestic Product (GDP) growth at 6.5 per cent for 2024-25, on top of 9.2 per cent in 2023-24. Going forward, sustained demand from rural areas, an anticipated revival in urban consumption, expected recovery of fixed capital formation supported by increased government capital expenditure, higher capacity utilisation, and healthy balance sheets of corporates and banks are expected to support growth. Merchandise exports would be weighed down by the evolving global economic landscape which appears to be uncertain at the current juncture, while services exports are expected to sustain the resilience. On the supply side, while agricultural prospects appear bright, industrial activity continues to recover, and services sector is expected to be resilient. Headwinds from global trade disruptions continue to pose downward risks. Taking all these factors into consideration, real GDP growth for 2025-26 is now projected at 6.5 per cent, with Q1 at 6.5 per cent; Q2 at 6.7 per cent; Q3 at 6.6 per cent; and Q4 at 6.3 per cent. The risks are evenly balanced.

OVERVIEW OF WATCH INDUSTRY

The financial year 2024—25 has been another strong year for the watch industry as a whole. Both the e-commerce/e-tail and traditional trade/ retail channels have demonstrated impressive growth, reflecting rising consumer interest in watches as fashion accessories. The trend toward premiumisation has driven high double-digit growth in the luxury segment and led to an increase in average selling prices across brands.

We anticipate continued strong growth in the overall watch market, with the fashion and luxury segments capturing a larger share of that expansion.

GROWTH DRIVERS OF THE COMPANY

Through its strategic initiatives aimed at both organic and inorganic expansion, the Company remains committed to sustaining its growth momentum and ensuring long-term, sustainable progress. Aligned with its growth strategy and in response to the rapidly evolving business landscape, the Company has identified the following key drivers of growth.

Growing E-commerce channel and increasing points of Sale in other channels:

E-commerce has rapidly established itself as the preferred shopping channel, demonstrating strong and consistent growth over the years. We expect this momentum to continue, outpacing other channels, driven by the expanding internet user base, a growing number of online shoppers, increasing consumer comfort with digital shopping, improved user experiences, and widespread reach of e-commerce platforms across the country. Additionally, the recent surge in quick commerce platforms has further accelerated the growth of the e-commerce space, adding a new dimension to its expansion.

The Company remains committed to expanding its market share in the fast growing e-commerce segment through a variety of strategic initiatives. These include launching exciting new products across key e-commerce platforms, enhancing direct-to- consumer sales via brand websites, strengthening its presence on major e-commerce and quick commerce platforms, and expanding offerings from Timex Global collections, fashion and luxury brands, and international product lines. Consumer engagement will be further driven by dynamic marketing campaigns, special product ranges, new launches, exclusive collaborations, and limited-edition offerings. Alongside third-party platforms, the Company will continue to prioritize growth through its own brand websites, recognizing their long-term advantages in fostering brand authenticity and customer loyalty.

The trade channel—including distribution, dealers, showrooms, and key accounts—continues to be our largest sales channel. Our strategy remains focused on increasing market share by expanding our reach across the country. Growth in this channel will be driven by increasing the number of points of sale, enhancing in-store product assortments, introducing new and exciting product ranges, including international collections, and offering greater variety across fashion and luxury brands. This will be complemented by stronger marketing efforts and upgraded shopfloor fixtures to elevate the consumer shopping experience.

We will continue to tap into Tier II and III markets by offering an appealing mix of affordable brands and products, supported by localized marketing strategies. Our broad portfolio—spanning mass, fashion, and luxury segments, as well as both Indian and international brands—positions us well to capture demand across diverse consumer segments.

Last year, as a strategic initiative and to ensure long term sustainable growth in retail channel, we had completely overhauled our retail business model. This has helped us in improving the productivity and growth of this channel. Further, after acquisition of the ‘Justwatches' brand last year, along with its premium retail footprint, the transition of stores has been completed during the year and this will further strengthen our retail channel. Enhanced branding, consumer engagement, and expanded international product offerings will also support growth in large format retail stores.

Product portfolio:

The Company has strategically developed one of the most robust and diverse watch brand portfolios in the Indian market. This strength is augmented by our global organizational framework and a wealth of expertise in both design and manufacturing. Our extensive product range spans multiple categories, from luxurious timepieces that make a bold statement to highly functional everyday watches. This diverse and dynamic portfolio is strategically positioned to support sustainable growth in an increasingly competitive and rapidly evolving marketplace.

1. Timex Business Unit

We are advancing with our strategic objective of leading the analog watch segment, leveraging our 170-year legacy in horology. The core analog business will continue to grow through a well-rounded product portfolio, encompassing a variety of popular brands across the value spectrum. While Timex remains the primary focus of our efforts, we expect exponential growth from our value-driven brands, Helix and TMX, which cater to the youth and entry-level consumer segment respectively.

Moving forward, we will continue to launch products that celebrate our heritage and embrace current trends. This includes highly anticipated collections such as Waterbury, Marlin, and Q series—all of which have quickly gained popularity among consumers. The Company remains committed to expanding this portfolio with new and exciting collaborations that speak to both our legacy and our forward-thinking approach.

• Timex Core Franchise

The Timex Core Franchise remains a central pillar of our growth strategy. These globally recognized collections are the embodiment of Timex's heritage of craftsmanship, quality, and accessibility. Our core offerings deliver on the promise of excellent craftsmanship and enduring design and continue to resonate with a broad range of consumers.

Our vision is to drive transformative growth by evolving and expanding our mainline offerings, while capitalizing on our successes in Direct-to-Consumer (DTC) channels. Together with our sales and marketing teams, we are committed to developing targeted strategies that promote both organic growth and strategic distribution across key touchpoints.

• Collaborations— Expanding Product Reach through Innovation and Strategic Partnerships

Timex is committed to creating compelling product stories through innovative collaborations that resonate with new, dynamic consumer segments. Our focus is on engaging key demographics, particularly trendsetters and Gen-Z, to elevate the visibility of the Timex brand. Through these collaborations, we aim to increase revenue, deepen our market penetration, and strengthen relationships with leading global retailers.

We have already initiated successful partnerships with prominent lifestyle and streetwear brands, positioning Timex at the intersection of fashion and horology. These collaborations not only enhance our credibility in the fashion world but also leverage the reputation of our partners to extend our reach to new, younger consumers.

• Multi-Year Partnerships — Tapping into New Audiences through Strategic Alliances

In sectors such as gaming, entertainment, and comics, our long-term partnerships are strategically designed to broaden the Timex brand narrative and tap into passionate, engaged audiences. Collaborations with entities such as Fortnite exemplify our approach to enhancing brand equity while driving revenue growth. These alliances offer us the opportunity to reach new customer bases, particularly in highly engaged fan communities.

• Reissues: Heritage Meets Innovation for Watch Enthusiasts

Our Reissue series has proven to be a resounding success, allowing us to reintroduce iconic timepieces from the 1960s and 1970s to today's collectors. The Q Timex Reissue has exceeded expectations, with the 1979 Reissue selling out since its release. Given its overwhelming success, we plan to continue evolving this collection, with new product drops each season, cementing the Q series as a key franchise in the Timex brand portfolio.

• Timex Vector: Expanding Our Premium Offering with Precision Engineering

The Timex Vector franchise represents a critical step in our strategy to enhance our premium product offerings and target the evolving needs of performance-driven consumers. With its advanced stainless-steel construction, intricate design details, and high-performance features, Timex Vector positions itself as a sophisticated choice for individuals who seek both style and precision in their timepieces.

Product Innovation: To continue building excitement around the Vector franchise, we will introduce limited-edition variants and special releases that highlight unique features and exclusive design elements. These limited drops will increase the perceived value and exclusivity of the brand, enhancing its appeal to collectors and watch enthusiasts.

By focusing on these areas, Timex Vector is poised to become a cornerstone of our premium offerings, attracting a growing segment of consumers who value precision, durability, and cutting-edge design.

• Fria Collection: Empowering the Modern Woman

The Fria collection, Timex's premier women's watch line, will be further enhanced with new, innovative designs that reflect the evolving aspirations of the modern woman. This collection, a key focus area for the Company, will continue to grow, drawing upon the strong foundation established in previous seasons. With an emphasis on statement pieces and fashion-forward design, Fria remains central to our strategy of capturing the attention of contemporary women who seek both style and substance in their timepieces.

Alongside its strong focus on the Timex brand, the Company offers an impressive and diverse product portfolio—ranging from luxurious statement timepieces and practical everyday watches to advanced tech wearables. This well-rounded collection is both compelling and strategically crafted to drive sustained growth amid a rapidly changing business landscape.

• TMX: Style and Affordability for Emerging Markets

As smaller towns and tier-2 cities emerge as new economic hubs, TMX is poised to drive growth in these regions. By offering elevated design at an accessible price point, TMX caters to price-sensitive consumers without compromising on style. With its strong presence in these rapidly growing markets, TMX represents a strategic opportunity for us to expand our reach and cater to a broad base of new consumers across India.

• Helix: Redefining Youth Aspirations

The Helix brand has undergone a revitalization with a refreshed brand identity and an updated product portfolio that directly speaks to the aspirations oftoday's youth. Designed to embody the energy, style, and functionality demanded by young adults, Helix is poised for significant growth. The brand's refreshed vision will focus on building strong connections with the younger demographic by delivering stylish, affordable, and durable timepieces that match their active lifestyles.

2. Fashion and Luxury Products

The Company holds a robust portfolio of international fashion and luxury brands, including Guess, Gc, Nautica, Furla, Ted Baker, Adidas Originals, Philipp Plein, Plein Sport, Versace, Ferragamo, and UCB. This segment is well-positioned to leverage the rising demand for premium and luxury brands in India and is expected to remain a key driver of the Company's growth in the years ahead. To further capitalize on this momentum, the Company plans to expand its brand portfolio by introducing more globally recognized lifestyle and fashion brands in India. This strategy aims to meet the growing appetite in the Premium Fashion, Bridge to Luxury, and Luxury segments, fueled by an aspirational upper middle-class and strong consumer affinity for international labels. A strengthened fashion and luxury brand lineup will also enhance the Company's retail presence and boost visibility and counter share across retail formats.

3. Tech products and wearables

The Company considers the Tech products and wearables segment as an additional opportunity to grow the overall and is well-prepared to meet this rising demand with a robust pipeline of offerings. These products cater to the needs of fitness-conscious Indian consumers across a wide range of price points and feature sets. The Company remains committed to advancing its technology product roadmap to sustain this momentum.

Product development is guided by deep consumer and market insights, supported by the Company's strong technological and infrastructure capabilities. Strategic initiatives are underway to segment the product portfolio into distinct categories based on specific attributes, enabling more focused marketing efforts and tailored product development. This segmentation will support the launch of targeted, high-impact products in upcoming seasons.

Innovation continues to be a cornerstone of the Company's growth strategy, with a clear focus on delivering memorable and relevant products across price tiers. Looking ahead, the Company will drive innovation aligned with emerging trends while staying grounded in its rich heritage and legacy.

Increasing Marketing initiatives:

Timex, an iconic American brand with a legacy of evolution, continues to resonate with modern consumers by embracing the growing "Analog Life" trend—particularly popular among today's youth. In a fast-paced world, Timex invites you to pause, reflect, and appreciate life's finer details. It celebrates the enduring charm of the tangible and the joy of analog living, serving as a reminder that time is personal and meaningful. As part of the brand's 170- year campaign, Timex is now focused on owning this "Analog Life" space as a defining narrative for its next phase of growth.

Timex has remained relevant across generations, and we are committed to ensuring its continued appeal to a new and evolving consumer base. We will further leverage digital platforms to showcase the brand's distinctiveness through iconic global products and smart digital strategies aimed at boosting customer engagement.

As the company moves forward on a strong growth trajectory, we plan to enhance our media presence to support upcoming product launches. We aim to deepen our association with key fashion events, reinforcing Timex's positioning as a style-forward brand.

Beyond Timex, brands like Guess and Versace have also seen reinforced marketing support, along with our licensed portfolio including Philipp Plein, Plein Sport, and UCB watches. Central to this effort is the ‘Justwatches' platform, which serves as a vital marketing pivot with its presence across offline retail, e-commerce, and social media. Building ‘Justwatches' as a trusted destination for premium and luxury watches will play a key role in amplifying digital and PR messaging, while strengthening the visibility and reputation of our premium and luxury brand portfolio.

Strengthening our manufacturing capability:

Our state-of-the-art manufacturing facility in Baddi, Himachal Pradesh, stands as one of our most advanced and sophisticated production centers, fully capable of meeting all our product requirements. Equipped with cutting-edge technology and operated by skilled watchmakers, the Baddi facility is designed to produce high-quality timepieces across a broad spectrum. It holds prestigious certifications such as SA 8000:2014 and ISO 45001:2018, underscoring its commitment to excellence and compliance.

The facility supports the assembly of a wide range of products— from basic Quartz Analog and Digital models, including Ana-Digi watches, to more complex and technically advanced timepieces such as Automatic, Intelligent Quartz, activity trackers, and connected smartwatches. Many of these also feature the signature Indiglo night light technology.

Beyond assembling watches for Timex Group brands, the Baddi facility has consistently delivered high-quality products for licensed and OEM partners, earning recognition and appreciation from both partners and end consumers. We remain committed to maximizing the potential of this facility and will continue to explore new opportunities to leverage its capabilities for future growth

Internal and External stakeholder support:

The Company's operations are driven by a highly skilled, experienced, and motivated team of employees. Thanks to its professional work culture, top-tier facilities, and an inclusive, engaging work environment, the Company has maintained a low attrition rate and successfully retained its experienced workforce. Additionally, a robust network of backend and frontend partners supports the business across functions. These human and operational resources are critical to our continued growth, and we remain committed to investing in and enhancing them further.

OPPORTUNITIES AND CHALLENGES

We continue to believe that the Indian watch industry has strong growth potential which is substantiated by the following factors:

1. India's macroeconomic landscape presents strong growth potential, driven by several favorable factors—including a positive economic outlook, moderating inflation, government initiatives to stimulate demand and raise per capita income, a young and growing population, rapid urbanization, and rising fashion-related spending. These dynamics collectively support the country's longterm growth trajectory and are expected to fuel overall consumer demand, particularly for discretionary products such as watches.

2. Wristwatch penetration in India remains relatively low, presenting a substantial untapped market opportunity for growth.

3. The traditional analog watch segment continues to offer significant growth potential, as a majority of Indian consumers still prefer wearing analog timepieces over smart wearables.

4. Given the significant growth potential in lower-tier cities, the business is anticipated to expand at an accelerated pace in these markets.

5. Consumer demand is expected to be further driven by India's strong consumption story, led by a young, digital- savvy population—particularly Millennials and Gen Z—alongside a low median age (under 30 years) and an expanding middle class.

6. The expansion of new-age digital sales channels— including e-commerce, online platforms, and omnichannel retail—is expected to play a key role in driving the overall growth of the watch market.

7. The watch industry is set to benefit from a rising segment of aspirational consumers with higher disposable incomes, alongside a broader trend of premiumization across product categories.

8. The watch industry will further grow with the Private Labels providing affordable products, capturing gap between unbranded and branded products and high retailer margin.

9. Growth of technology-driven products like smartwatches, fitness bands, and wearables is expected to expand the overall watch market.

10. Further strategic and tactical initiatives including OEM business will focus on boosting revenue, higher capacity utilisation and reduction in overheads.

RISKS & THREATS

A comprehensive risk management framework has been established to identify, evaluate, and assess potential risks and challenges, as well as to define processes for their mitigation and management. The Risk Management Committee conducts periodic reviews and evaluations of key risks. Operational risks are continuously identified, monitored, and managed through a structured approach. The Board also regularly reviews these risks and provides guidance on appropriate mitigation strategies. The Company has outlined the following specific key risks:

• Financial Risk

1. Foreign exchange fluctuations, particularly a weakening rupee, pose a risk to the Company's margins due to its reliance on imported materials. To mitigate this, the Company is actively pursuing localization efforts by developing domestic vendors, which will help reduce exposure to adverse currency movements and protect profitability.

• External Environment

1. Supply Chain Dependency

A significant portion of the Company's products are assembled at its Baddi facility, which relies on a steady supply of materials from both domestic and international vendors. Any disruption in material availability could lead to short-term supply chain imbalances. To mitigate this risk, the Company is actively working on indigenising its vendor base and strengthening relationships to ensure continuity.

2. Shift Towards Technology and Fashion Products

The rising demand for technology-driven and fashion- forward products—including fitness trackers and smartwatches—may impact the traditional analog watch segment. In response, the Company has developed a robust technology product roadmap and launched several successful offerings in this space. Additionally, the Company continues to expand its portfolio of premium international fashion and luxury brands to support and drive growth within the analog segment, capitalizing on the ongoing premiumization trend in the industry.

3. Evolving Sales Channels

With the rapid increase in internet penetration, digital sales channels—such as e-commerce, omnichannel platforms, and brand websites—are expected to grow fast. While the traditional trade channel (comprising distribution, dealers, showrooms, and key accounts) remains a significant revenue contributor, the Company is strategically focused on strengthening its presence across both online and offline channels to ensure balanced and sustainable growth.

4. Competitive Market Environment

Rising competition, particularly in branding and aggressive pricing strategies, poses a challenge. To remain competitive, the Company emphasizes continuous innovation supported by the Timex Group Global Design Centre in Milan and its Global Supply Chain organization. This global-local synergy enables the Company to deliver cutting-edge designs and technology, ensuring strong product differentiation in a crowded market.

5. OEM Business Concentration Risk

The Company's OEM business currently relies heavily on a single partner, which also has risks related to large order quantities, tight delivery timelines, lower margins, production line pressure, and potential backend/frontend conflicts with the core Timex brand. To address this, the Company is actively developing relationships with

additional partners in the apparel and retail sectors to diversify and stabilize the OEM segment.

6. Digital Transformation and Innovation

As the global shift toward digitization accelerates, data- driven operations are becoming essential for business growth. Failing to adapt could result in missed opportunities and competitive disadvantage. Acknowledging this, the Company has already launched several automation and digitization initiatives across functions to future-proof its operations and remain agile in a digital-first marketplace.

7. Counterfeit Product Threat

Counterfeit products continue to pose a challenge across the watch industry. The Company remains vigilant in monitoring the market and actively pursues legal action against counterfeiters. Industry-wide collaboration is also necessary to effectively combat this issue and protect brand integrity.

• Labour risk at Baddi plant

Our Baddi facility faces inherent labour-related risks, including the potential loss of trained manpower, workforce mobility, labour unrest, and strikes. With more watch assembly units being established by competitors within the country, the risk of losing technically skilled personnel has increased. Additionally, the evolving nature of work necessitates continual skill upgrades for our workforce to remain competitive.

We recognize that our employees are our most valuable asset. Their motivation and engagement are critical to the Company's sustained growth. To this end, we have implemented robust recruitment and appraisal systems at our factory. Through regular on-the-job training and job rotation, we ensure the consistent availability of skilled and trained manpower.

Employee motivation is further enhanced through structured reward and recognition programs, engagement initiatives, and welfare activities. Our commitment to maintaining high standards in workplace environment, health, and safety is reflected in our certifications, including SA-8000 and ISO 45001:2018. We proactively manage all labour-related concerns and take timely action to prevent any adverse situations.

• Other Risks

Other risks include the usual risks relating to information technology (IT), business continuity and disaster management, retention of key personnel, compliance of various laws, contractual obligations, litigation risks, risks relating to the general macroeconomic environment including risks associated with political and legal changes, changes in tax structures, commercial rules & laws. These are analyzed regularly and measures are taken to mitigate the same.

DIRECTORS

Composition

The Board of Directors comprises six (6) Directors with three (3) Independent Directors, two (2) Non-Executive Directors and One (1) Managing Director.

Appointment/ Resignation from the Board of Directors/Key Managerial Personnel

During the year, Mr. Deepak Chhabra was re-appointed as the Managing Director of the Company for a period of three years, effective March 28, 2025, by the Board of Directors at its meeting held on March 19, 2025. The matters relating to his re-appointment and remuneration have been placed before the members of the Company for their approval as special resolutions, through a postal ballot notice dated April 18, 2025:

1. Revision, ratification, and waiver of excess remuneration paid to Mr. Deepak Chhabra, Managing Director, for the period from March 2024 to February 2025;

2. Revision of remuneration of Mr. Deepak Chhabra, Managing Director, with effect from March 1, 2025; and

3. Re-appointment of Mr. Deepak Chhabra as Managing Director with effect from March 28, 2025.

The results of the said postal ballot would be declared on or before May 27, 2025.

Further, in terms of the provisions of the Companies Act, 2013, Mr. Marco Zambianchi, Director of the Company, retires at the ensuing annual general meeting of the shareholders of the Company and being eligible, seeks re-appointment. The necessary resolution for re-appointment of Mr. Marco Zambianchi forms part of the Notice convening the ensuing annual general meeting.

Apart from the changes provided above, there were no other changes in the Directors or Key Managerial Personnel during the year.

Declaration by the Independent Directors

Pursuant to the provisions of Section 149(6) of the Act and Regulation 16(1)(b) and 25(8) of the Listing Regulations, the Company has received declaration from all Independent Directors confirming their compliance with the criteria of independence and their independence from the management. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, all Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of business management, retail, sales and marketing, manufacturing, banking, finance and tax, governance and risk, human resources, strategy etc. and that they hold highest standards of integrity.

All Independent Directors of the Company have registered themselves with the Independent Directors' Database maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

The Company has also received confirmation from all Independent Directors regarding their compliance with the Company's Code of Conduct during the FY2024-25.

Number of meetings of Board of Directors

Seven Board meetings were held during the Financial Year 2024-25 May 6, 2024, May 28, 2024, July 31, 2024, October 8, 2024, October 24, 2024, January 30, 2025 and March 19, 2025. All directors attending the meeting actively participated in the deliberations at these meetings. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. More details of the Board meetings have been provided in the ‘Report on Corporate Governance'.

COMMITTEES OF THE BOARD

The Board has constituted the following Committees pursuant to the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Risk Management Committee

5. Share Allotment and Transfer Committee

More details with respect to the composition, powers, roles, terms of reference, etc. of these Committees are given in the ‘Report on Corporate Governance' of the Company which forms part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has, on the recommendations of the Nomination and Remuneration Committee, adopted a Nomination and Remuneration Policy which contains the process and guidelines to be followed for identification, evaluation and fixation of remuneration of directors, key managerial personnel and other employees and other matters as prescribed under the Companies Act, 2013 and Listing Regulations.

The Policy has been drafted mainly to deal with the following matters, falling within the scope of the NRC:

• to institute processes which enable the identification of individuals who are qualified to become Directors and who may be appointed as KMP and/or in senior management/ other employees and recommend to the Board of Directors their appointment and removal from time to time;

• to formulate the criteria for determining qualifications, positive attributes and independence of Directors;

• to establish evaluation criteria of Board, its Committees, individual Directors, key managerial personnel, senior management and other employees;

• to establish processes for fixation of remuneration of Directors, key managerial personnel, senior management and other employees.

The Nomination and Remuneration Policy is available on the website of the Company i.e. www.timexindia.com. It is affirmed that the remuneration paid to Directors, key managerial personnel and all other employees of the Company is in accordance with the Nomination and Remuneration Policy of the Company

EMPLOYEE REMUNERATION

Pursuant to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report, which forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

FORMAL ANNUAL EVALUATION

The Board has carried out performance evaluation of itself, its Committees and each of the Directors (without participation of the concerned director). The Independent Directors collectively assessed the Board's performance, as well as the performance of the Chairman and other non-independent Directors.

The performance evaluation concluded that each individual director, Committee, and the Board as a whole, were operating efficiently and effectively. They shared a common vision aimed at translating organization goals into reality

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Whistle Blower Policy of the Company provides a mechanism for employees, Board Members and others to raise good faith concerns regarding violations of any applicable law/ Code of Conduct of the Company, gross wastage or misappropriation of funds, substantial or specific danger to public health and safety, abuse of authority or unethical behaviour. This policy aims to protect the individuals who take such actions from retaliation or any threat of retaliation and also provides for direct access to the Chairman of the Audit Committee. The Audit Committee reviews the functioning of the Vigil mechanism from time to time.

The incidents reported under the Policy are thoroughly investigated, and appropriate action is taken in accordance with the Policy.

The Whistle Blowers are not denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are given in the Report on Corporate Governance and are also available on the website of the Company at the link www.timexindia.com .

POLICY ON PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has framed, a) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders, b) Code of Fair Disclosure and c) Policy on investigation in case of leak / suspected leak of unpublished price sensitive information. The Company's Code, inter alia, prohibits dealing in the shares of the Company by an insider, while in possession of unpublished price sensitive information in relation to the Company and also during certain prohibited periods.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made any investments covered under Section 186 of the Companies Act, 2013 during the year under review.

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has, on the recommendation of the Audit Committee, adopted a Policy to regulate transactions between the Company and its Related Parties. This Policy has been uploaded on the website of the Company at https://www.timexindia.com/wp-content/uploads/2025/02/RPT- Policy 30-Jan-2025.pdf

All the related party transactions executed by the Company during the year were in the ordinary course of business, on arm's

length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Omnibus approval of Audit Committee is obtained at the beginning of the financial year for the related party transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

None of the related party transaction entered during the financial year fall under the scope of section 188(1) of the Companies Act. Accordingly, the disclosure of related party transactions as required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company and hence does not form part of this report. The details of the related party transactions entered during the year are given in the financial statements of the Company

FINANCE

The Company has neither invited nor held any fixed deposits. There were no overdue / unclaimed deposits as on March 31, 2025.

During the year under review, the Company made payment, net of credits, aggregating to Rs. 10,670 Lakh by way of Central, State and local sales taxes and duties as against Rs. 7,943 Lakh in the previous year.

SEGMENT WISE REPORTING

The segment wise information for watches and other activities are provided in the Notes to the Accounts.

Subsidiaries, Joint Venture or Associate Companies of the Company

The Company has no subsidiary, Joint Venture or Associate Company as on March 31, 2025.

LISTING

The Equity Shares of the Company are listed on the BSE Ltd. The annual listing fee for the financial year 2025-26 has been paid to the Exchange.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has put in place adequate internal control systems, commensurate with size, scale and complexity of Company's operations to ensure compliance with policies and procedures. The Company has also adopted policies and procedures for ensuring the orderly and efficient conduct of its business, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The internal control mechanism comprises a well-defined organization, which undertakes time bound audits and reports its findings to the Audit Committee, documents policy guidelines and determines authority levels and processes.

The Audit Committee regularly reviews the systems and operations to ensure their effectiveness and implementation. The Internal Auditors and Statutory Auditors regularly attend Audit Committee meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee is briefed about the corrective actions taken by the management on the audit observations. The Audit scope is regularly reviewed by the Audit Committee for enhancement/ modification of scope and coverage of specific areas. The Statutory Auditors review the internal financial controls periodically.

AUDITORS AND AUDITORS' REPORT

a. Statutory Auditors

M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), have been appointed as the Statutory Auditors of the Company by the shareholders in their 34th annual general meeting, to hold office for the second term of 5 years from the conclusion of 34th Annual General Meeting till the conclusion of 39th Annual General Meeting.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The Report given by M/s Deloitte Haskins & Sells LLP, Statutory Auditors on the financial statement of the Company for the year 2024-25 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

b. Secretarial Auditors and Secretarial Audit Report

M/s NKJ and Associates, Company Secretaries (Certificate of Practice No. 5233) have carried out the Secretarial Audit of the Company for the financial year 2024-25. The Report given by the Secretarial Auditors is annexed as Annexure A and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

They have undertaken the audit considering all the applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by the Secretarial Auditors has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The company has received their written consent, eligibility certificate and other requisite documents for their appointment as the Secretarial Auditors of the Company and that the appointment, if made, shall be in accordance with applicable provisions of the said Regulation and Act and the rules made thereunder.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board of Directors, at its meeting held on May 6, 2025, based on the recommendation of the Audit Committee, has recommended to the shareholders the appointment of M/s NKJ & Associates, Company Secretaries (Certificate of Practice No. 5233), as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 37th Annual General Meeting and continuing until the conclusion of the 41st Annual General Meeting. The Company has received the written consent, eligibility certificate, and other requisite documents from M/s NKJ & Associates for their proposed appointment. The appointment, if made, shall be in accordance with the applicable provisions of the Regulation, the Act, and the rules framed thereunder.

HUMAN RESOURCES

Our experienced, talented and motivated manpower is our key to successful operations and achieving our growth plans. We are committed to hiring and retaining the best talent. Our efforts and initiatives are driven towards promoting a collaborative, transparent and participative organization culture, and rewarding individual contribution and innovation. Growth and development of the manpower is a regular focus area and we will continue to invest in this. We regularly organise training programmes to sharpen employee skills and conduct employee engagement activities to keep the employees fully motivated and engaged.

We provide good work culture and regular growth opportunities to our employees which is the main reason for low attrition rate. Our succession planning roadmap for critical roles at the senior leadership ensures seamless availability of competent talent.

Our policies are driven towards the culture of performance and meritocracy at all levels of the organisation. Smart KRAs and KPIs are agreed in the beginning of the year in line with the Company's growth strategy and plan. The goals and objectives are defined and tracked in an online performance management system. Performance appraisals are also linked with these smart goals and objectives.

During the year under review, an employee engagement survey was conducted through an external professional firm to take anonymous feedback of employees from across the organisation about the policies, practices, work culture and environment, collaboration, strategy etc. and the response was very encouraging. The Company has also undertaken other measures including identification of high potential employee, successors, key roles to drive special initiatives for such resources. An external salary benchmarking exercise was also undertaken to identify the gaps, if any, between the salary levels in the company and other companies in similar industry.

As on March 31, 2025, our team consists of 323 very efficient and dedicated employees across the country.

SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS

The Net Profit Margin stood at 5.8% for the financial year ended March 31, 2025, compared to 5.0% in the previous financial year.

The Operating Profit Margin was 9.2% for the financial year ended March 31, 2025, as against 8.3% in the previous year.

The Interest Coverage Ratio improved to 12.85% for the financial year ended March 31, 2025, compared to 8.25% in the previous year. This improvement was driven by a 46% increase in earnings before interest, primarily due to enhanced business performance.

The Current Ratio increased to 1.92 as of March 31, 2025, compared to 1.85 in the previous year.

The Debt Equity ratio was at 0.40 for the financial year ended March 31, 2025 as compared to 0.02 for the previous financial year. The ratio has adversely impacted by 1700% mainly due redemption of 13.88% preference shares of Rs. 1570 Lakhs along with accumulated /unpaid dividend of Rs. 1,304 lakhs by issuance of 10.75% Preference shares of Rs. 2732 Lakhs. Additionally, during the year, the Company utilised an overdraft facility amounting to Rs. 456 lakhs.

The Debtors Turnover Ratio improved to 10.17 in the financial year ended March 31, 2025, from 8.09 in the previous year, representing a 26% improvement driven by increased sales and improved collection efficiency.

The Inventory turnover ratio was at 2.41 for the financial year ended March 31, 2025 same as previous financial year.

Return on Net Worth increased to 37.4% from 25.6% in the previous year, primarily due to improved profitability on account of stronger business performance, partially offset by royalty expenses.

SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and

‘General Meetings', respectively, have been duly followed by the Company.

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of Directors' Report of the Company i.e. May 6, 2025.

Further, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3)(a) oftheAct, the Annual Return as on March 31, 2025 is available at the web link -

https://www.timexindia.com/pdf/Timex_Draft%20Annual_Return%202024-25.pdf

CORPORATE GOVERNANCE

As per Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate section on Corporate Governance together with a certificate from the practicing Company Secretary confirming compliance is set out in the Annexure forming part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Business Responsibility & Sustainability Report is provided in a separate section and forms part of the Annual Report.

CONSERVATION OF ENERGY

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided in Annexure B to this Report forming an integral part of this report.

DEMATERIALISATION

The equity shares of the Company are being compulsorily traded in dematerialized form. As on March 31, 2025, 27205 no. of shareholders representing 97.75% of the Equity Share Capital are holding shares in dematerialized form.

COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is not applicable on the Company.

PREVENTION OF SEXUAL HARASSMENT AT

WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and has formed Internal Committees at Baddi Plant, Corporate Office, warehouse and all regional offices for prevention and prohibition of sexual harassment and redressal against complaints of sexual harassment of women at the workplace as per Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 read with Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Rules, 2013. These Committees have the power/jurisdiction to deal with complaints of sexual harassment of women as per the rules specified therein. All the employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2024-25, no such complaint was received across the organisation. Also, there was no pending complaints either at the beginning or at end of the financial year.

During the year, the Company has complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 read with Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Rules, 2013 and has formed necessary committees at all locations.

APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25.

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 THE REASONS THEREOF

The Company has not made any such valuation during the financial year 2024-25.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the directors to the best of their knowledge and ability confirm that:—

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and;

(f) 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.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis Report describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable laws. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices, raw material availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its customers, the watch trade, the New Okhla Industrial Development Authority, the Governments of Uttar Pradesh and Himachal Pradesh, the Banks / Financial Institutions and other stakeholders such as - shareholders, customers and suppliers, among others, and its employees. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.