We have audited the accompanying financial statements of
Timex Group India Limited (the “Company”), which comprise
the Balance Sheet as at March 31, 2025, and the Statement of
Profit and Loss (including Other Comprehensive Income),
the Statement of Cash Flows and the Statement of Changes in
Equity for the year ended on that date, and notes to the financial
statements, including a summary of material accounting policies
and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid financial statements
give the information required by the Companies Act, 2013 (the
“Act”) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards prescribed
under section 133 of the Act, (“Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2025, and its profit, total
comprehensive income, its cash flows and the changes in equity
for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance
with the Standards on Auditing (“SA”s) specified under section
143(10) of the Act. Our responsibilities under those Standards are
further described in the Auditor’s Responsibility for the Audit of
the Financial Statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India (“ICAI”)
together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Act
and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and
the ICAI’s Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis for
our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period. We have determined that there
are no key audit matters to communicate in our report.

Information Other than the Financial Statements and
Auditor’s Report Thereon

• The Company’s Board of Directors is responsible for the
other information. The other information comprises the

information included in the Director’s report but does not
include the financial statements and our auditor’s report
thereon.

• Our opinion on the financial statements does not cover
the other information and we do not express any form of
assurance conclusion thereon.

• In connection with our audit of the financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or
our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact. We have nothing to
report in this regard.

Responsibilities of Management and Board of Directors for
the Financial Statements

The Company’s Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these financial statements that give a true and fair view of
the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the
Company in accordance with the accounting principles generally
accepted in India, including Ind AS specified under section 133
of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management and Board of
Directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the Board of Directors either intend to liquidate
the Company or to cease operations, or has no realistic alternative
but to do so.

The Company’s Board of Directors is also responsible for
overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of the Financial
Statements

Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of
the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate internal
financial controls with reference to financial statements in
place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by the management. ¹

• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying
transactions and events in a manner that achieves fair
presentation.

Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results of our work;
and (ii) to evaluate the effect of any identified misstatements in
the financial statements.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant
deficiencies in internal financial controls that we identify during
our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our
audit we report, that:

a) We have sought and obtained all the information
and explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit.

b) In our opinion, proper books of account as required
by law have been kept by the Company so far as
it appears from our examination of those books,
except for not maintaining the daily backup of
books of account in electronic mode, in a server
physically located in India (refer Note 47 to the

financial statements) and not complying with the
requirement of audit trail as stated in (i)(vi) below.

c) The Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive Income,
the Statement of Cash Flows and Statement of
Changes in Equity dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid financial statements
comply with the Ind AS specified under Section
133 of the Act.

e) On the basis of the written representations received
from the directors as on March 31, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2025 from
being appointed as a director in terms of Section
164(2) of the Act.

f) The modifications relating to the maintenance of
accounts and other matters connected therewith,
are as stated in paragraph (b) above.

g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in “Annexure A”. Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial
controls with reference to financial statements.

h) With respect to the other matters to be included
in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, as
amended,

In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid by the Company to its managing
director during the year is in excess of the limits
laid down under section 197 of the Act. Details of
remuneration paid in excess of the limit laid down
under this section are as given below (Also refer
note 27.2 to the financial statements):

i) With respect to the other matters to be included
in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the best of
our information and according to the explanations
given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its financial statements - Refer Note 26
(i) to the financial statements;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses - Refer Note 26 (i) B (ii) to the
financial statements;

iii. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company - Refer
Note 26 (ii) to the financial statements.

iv. (a) The Management has represented
that, to the best of its knowledge and
belief, other than as disclosed in the
note 34 to the financial statements
no funds have been advanced or
loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)
by the Company to or in any other
person(s) or entity(ies), including
foreign entities (“Intermediaries”),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, directly
or indirectly lend or invest in other
persons or entities identified in
any manner whatsoever by or on
behalf of the Company (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

b. in respect of the other accounting
software used for maintaining
payroll records, which is operated
by a third-party software service
provider, based on the independent
service auditor’s report which
includes the requirements of audit
trail (edit log), the Company has used
the said software which has a feature
of recording audit trail (edit log)
facility and the same has operated
throughout the year. No instance of
audit trail (edit log) feature being
tampered with has been reported in
such auditor’s report. (Refer note 46
to the financial statements).

c. Additionally, the audit trail that was
enabled and operated for the year
ended March 31, 2025, has been
preserved by the Company as per
the statutory requirements for record
retention, as stated in Note 46 to the
financial statements.

2. As required by the Companies (Auditor’s Report) Order,
2020 (“the Order”) issued by the Central Government in
terms of Section 143(11) of the Act, we give in “Annexure
B” a statement on the matters specified in paragraphs 3
and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm‘s Registration No.117366W/W-100018)

Sd/-

Pramod B. Shukla

(Partner)

Place: Noida (Membership No. 104337)

Date: May 06, 2025 (UDIN: 25104337BMOYIE6328)

1

Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as
a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to
cease to continue as a going concern.