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 hyper¬
futuristic 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

on 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 long¬
term 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.

For and on behalf of the Board of Directors

Sd/-

David Thomas Payne
Chairman
DIN: 07504820

Place: Connecticut, USA
Date: May 6, 2025