(xi) Provisions and Contingent Assets and Liabilities
Provisions

The Company recognises a provision when there
is a present obligation (legal or constructive) as
a result of past event and it is probable that the
Company will be required to settle the obligation
and a reliable estimate can be made of the amount
of the obligation.

The amount recognised as a provision is the best
estimate of the consideration required to settle the
present obligation at the end of the reporting period,
taking into account the risks and uncertainties
surrounding the obligation. When a provision is
measured using the cash flows estimated to settle
the present obligation, its carrying amount is the
present value of those cash flows (when the effect
of the time value of money is material).

When some or all of the economic benefits required
to settle a provision are expected to be recovered
from a third party, a receivable is recognised as an
asset if it is virtually certain that reimbursements
will be received and the amount of receivable can
be measured reliably.

Provision for Warranties:

A provision is estimated for expected warranty
claims in respect of products sold during the year
on the basis of past experience regarding failure
trends of products and costs of rectification or
replacement. It is expected that most of this cost will
be incurred over the next one year as per warranty
terms. Management estimates the provision based
on historical warranty claim information and any
recent trends that may suggest future claims could
differ from historical amounts.

Contingent liability

A disclosure for a contingent liability is made when
there is a possible obligation or a present obligation
that may, but probably will not, require an outflow
of resources. Where there is a possible obligation or
a present obligation that the likelihood of outflow
of resources is remote, no provision or disclosure is
made.

Contingent Assets

Contingent assets are not recognised. However,
when realisation of income is virtually certain, then
the related asset is no longer a contingent asset, and
is recognised as an asset.

(xii) Revenue recognition

The Company recognises revenue when the control
of goods being sold is transferred to the customer and
when there are no longer any unfulfilled obligations.
The performance obligations in the contracts are
fulfilled based on various customer terms including
at the time of delivery of goods, dispatch or upon
customer acceptance based on various distribution
channels. The Company has generally concluded
that it is the principal in its revenue arrangements,
because it typically controls the goods or services
before transferring them to the customer.

Revenue recognised from major business
activities:

a) Sale of products

Revenue from the sale of products is recognised
at the point in time when control of the goods is
transferred to the customer and in case of export
sales of goods, it takes place on dispatch of goods
from the customs port.

Revenue is measured based on the transaction
price, which is the consideration, net of customer
incentives, discounts, variable considerations,
payments made to customers, other similar charges,
as specified in the contract with the customer.
Additionally, revenue excludes taxes collected
from customers, which are subsequently remitted to
governmental authorities.

The Contract assets and contract liabilities are
recognised basis its estimate of return on historical
results, taking into consideration the type of
customer, the type of transaction and the specifics
of each arrangement.

b) Rendering of services

Income from job work is accrued when right of
revenue is established, which relates to effort
completed. Support and Customer Services income
is recognised as per the terms of the agreement based
upon the services completed.

c) Interest income

Interest income from a financial asset is
recognised when it is probable that the
economic benefits will flow to the Company
and the amount of income can be measured
reliably. Interest income is accrued on a
time basis, by reference to the principal
outstanding and at the effective interest rate
applicable.

(xiii) Taxation

Income tax expense represents the sum of the tax
currently payable and deferred tax.

a) Current tax

The tax currently payable is based on taxable profit
for the year. Taxable profit differs from ‘profit
before tax’ as reported in the statement of profit and
loss because of items of income or expense that are
taxable or deductible in other years and items that
are never taxable or deductible. The Company’s
current tax is calculated accordance with the
Income-tax Act, 1961, using tax rates that have been
enacted or substantively enacted by the end of the
reporting period.

Current income tax assets and liabilities are
measured at the amount expected to be recovered
from or paid to the taxation authorities.

Current tax is recognised in the statement of profit
and loss, except when it relates to items that are
recognised in other comprehensive income or
directly in equity, in which case, the current tax is
also recognised in other comprehensive income or
directly in equity respectively.

b) Deferred tax

Deferred tax is recognised on temporary differences
between the carrying amounts of assets and
liabilities in the financial statements and the
corresponding tax bases used in the computation of
taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences.
Deferred tax assets are recognised only to the extent
that it is probable that the temporary differences
will reverse in the foreseeable future and taxable
profit will be available against which the temporary
differences can be utilised. Such deferred tax assets
and liabilities are not recognised if the temporary
difference arises from the initial recognition (other
than in a business combination) of assets and

liabilities in a transaction that affects neither the
taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is
reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow
all or part of the asset to be recovered. Unrecognised
deferred tax assets are re-assessed at each reporting
date and are recognised to the extent that it has
become probable that future taxable profits will
allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at
the tax rates that are expected to apply in the period
in which the liability is settled or the asset realised,
based on tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the
reporting period.

Deferred tax is recognised in the statement of
profit and loss, except when it relates to items that
are recognised in other comprehensive income or
directly in equity, in which case, the deferred tax is
also recognised in other comprehensive income or
directly in equity respectively.

c) Current and deferred tax for the year

Current and deferred tax are recognised in the
statement of profit and loss, except when they relate
to items that are recognised in other comprehensive
income or directly in equity, in which case, the
current and deferred tax are also recognised in
other comprehensive income or directly in equity
respectively.

(xiv) Employee benefits

Short-term employee benefits

All short-term employee benefits such as salaries,
wages, bonus, medical benefits, etc. which fall
within 12 months of the period in which the
employee renders related services which entitles
them to avail such benefits and non-accumulating
compensated absences are recognised on an
undiscounted basis and charged to the statement of
profit and loss.

Defined contribution plan

Provident fund, superannuation fund and employee’s
state insurance are the defined contribution schemes

offered by the Company. The contributions to these
schemes are charged to statement of profit and loss
of the year in which contribution to such schemes
becomes due on the basis of services rendered by
the employees.

Defined benefit plan

Charge for the year in respect of unfunded defined
benefit plan in the form of gratuity has been
ascertained based on actuarial valuation carried out
by an independent actuary as at the year end using
the Projected Unit Credit Method, which recognises
each period of service as giving rise to additional
unit of employee benefit entitlement and measures
each unit separately to build up the final obligation.
The obligation is measured at the present value
of the estimated future cash flows. The discount
rate used for determining the present value of the
obligation under defined benefit plans is based
on the market yields on Government securities
as at the valuation date having maturity periods
approximating to the terms of related obligations.
Actuarial gains and losses are recognised
immediately in Other Comprehensive Income.
Remeasurement recognised in other comprehensive
income is reflected in retained earnings and is not
reclassified to the statement of profit and loss.

Compensated absences

Compensated absences which are not expected to
occur within twelve months after the end of the
period in which the employee renders the related
services are recognised as an actuarially determined
liability at the present value of the defined benefit
obligation at the balance sheet date.

(xv) Earnings per share

Basic earnings per share is calculated by dividing the
net profit or loss for the year attributable to equity
shareholders by the weighted average number of
equity shares outstanding during the period.

For the purpose of calculating diluted earnings
per share, the net profit or loss for the period
attributable to equity shareholders and the weighted
average number of shares outstanding during the
period are adjusted for the effects of all dilutive
potential equity shares. The number of shares used
in computing diluted earnings per share comprise of
the weighted average shares considered for deriving

basic earnings per equity share and weighted
average number of equity shares, if any, which
would have been issued on the conversion of all
dilutive potential equity shares unless the impact
is anti-dilutive. Dilutive potential equity shares are
deemed converted as of the beginning of the period
unless issued at a later date.

(xvi) Cash and cash equivalents

Cash and cash equivalents in the balance sheet
comprise cash at banks and on hand and short-term
deposits with an original maturity of three months
or less, which are subject to an insignificant risk of
changes in value.

(xvii) Financial instruments

Financial assets and financial liabilities are
recognised when the Company becomes a party
to the contractual provisions of the instrument.
Financial assets and liabilities are initially
recognised at fair value. Transaction costs that are
directly attributable to financial assets and liabilities
[other than financial assets and liabilities measured
at fair value through profit and loss (FVTPL)] are
added to or deducted from the fair value of the
financial assets or liabilities, as appropriate on initial
recognition. Transaction costs directly attributable
to acquisition of financial assets or liabilities
measured at FVTPL are recognised immediately in
the statement of profit and loss.

Financial assets

All regular way purchases or sales of financial
assets are recognised and derecognised on a trade
date basis. Regular way purchases or sales are
purchases or sales of financial assets that require
delivery of assets within the time frame established
by regulation or convention in market place.

All recognised financial assets are subsequently
measured in their entirety at either amortised cost
or fair value, depending on the classification of
financial assets.

(a) Classification of financial assets

i. Financial assets at amortised cost

A financial asset is measured at amortised
cost if both of the following conditions are
met:

a. the financial asset is held within a
business model whose objective is
to hold financial assets in order to
collect contractual cash flows and;

b. the contractual terms of the financial
asset give rise on specified dates to
cash flows that are solely payments
of principal and interest (SPPI) on the
principal amount outstanding.

Effective interest method:

The effective interest method is a method
of calculating the amortised cost of a debt
instrument and of allocating interest income
over the relevant period. The effective
interest rate that exactly discounts estimated
future cash receipts through the expected life
of the debt instrument, or, where appropriate,
a shorter period, to the net carrying amount
on initial recognition.

Income is recognised on an effective
interest basis for debt instruments other than
those financial assets. Interest income is
recognised in the statement of profit and loss
and is included in the ‘Other income’ line
item.

ii. Investments in equity instruments at Fair
Value Through Other Comprehensive
Income (FVTOCI)

Currently, the Company does not have any
investments in equity instruments which are
held for trading and therefore none of the
instruments are designated FVTOCI.

iii. Investments in equity instruments
at Fair Value Through Profit or loss
(FVTPL)

Financial assets at FVTPL are measured
at fair value at the end of each reporting
period, with any gains or losses arising on
remeasurement recognised in statement
of profit and loss. The net gain or loss
recognised in the statement of profit and
loss incorporates any dividend or interest
earned on the financial asset and is included
in the ‘Other income’ line item. Dividend

When the entity has transferred an asset, the
Company evaluates whether it has transferred
substantially all risks and rewards of ownership
of the financial asset. In such cases, the financial
asset is derecognised. Where the entity has not
transferred substantially all risks and rewards of
ownership of the financial asset, the financial asset
is not derecognised.

Where the entity has neither transferred a financial
asset nor retains substantially all risks and rewards
of ownership of the financial asset, the financial
asset is derecognised if the Company has not
retained control of the financial asset. When the
Company retains control of the financial asset, the
asset is continued to be recognised to the extent of
continuing involvement in the financial asset.

(d) Foreign exchange gains and losses

The fair value of financial assets denominated in
a foreign currency is determined in that foreign
currency and translated at the spot rate at the end
of each reporting period. For foreign currency
denominated financial assets measured at amortised
cost and FVTPL, the exchange differences are
recognised in statement of profit and loss except for
those which are designated as hedging instruments
in a hedging relationship. For the purposes of
recognising foreign exchange gains and losses,
FVTOCI debt instruments are treated as financial
assets measured at amortised cost. Thus, the
exchange differences on the amortised cost are
recognised in the statement of profit and loss and
other changes in the fair value of FVTOCI financial
assets are recognised in other comprehensive
income.

Financial Liabilities including equity instruments

Debt and equity instruments issued by the Company
are classified as either financial liabilities or as
equity in accordance with the substance of the
contractual arrangements and the definitions of a
financial liability and an equity instrument.

(a) Equity Instruments

An equity instrument is any contract that

evidences a residual interest in the assets of

an entity after deducting all of its liabilities.

Equity instruments issued by the Company

are recognised at the proceeds received, net
of direct issue costs.

(b) Financial liabilities

All financial liabilities are subsequently
measured at amortised cost using the
effective interest method or at FVTPL.

i. Financial liabilities at FVTPL

Financial liabilities at FVTPL are
stated at fair value, with any gains
or losses arising on remeasurement
recognised in statement of profit and
loss. The net gain or loss recognised
in statement of profit and loss
incorporates any interest paid on
the financial liability and is included
in the ‘Other income ’ or ‘Other
expenses’ line item.

ii. Financial liabilities subsequently
measured at amortised cost

Financial liabilities that are not held-
for-trading and are not designated as
at FVTPL are measured at amortised
cost at the end of subsequent
accounting periods. The carrying
amounts of financial liabilities
that are subsequently measured at
amortised cost are determined based
on the effective interest method.

The effective interest method is a
method of calculating the amortised
cost of a financial liability and of
allocating interest expense over
the relevant period. The effective
interest rate is the rate that exactly
discounts estimated future cash
payments through the expected life
of the financial liability, or (where
appropriate) a shorter period, to
the net carrying amount on initial
recognition.

(c) Compound financial instruments

The component parts of compound financial
instruments (preference shares) issued by
the Company are classified separately as

financial liabilities and equity in accordance
with the substance of the contractual
arrangements and the definitions of a
financial liability and an equity instrument.

At the date of issue, the fair value of the
liability component is estimated using the
prevailing market interest rate for similar
instruments. This amount is recognised as a
liability on an amortised cost basis using the
effective interest method until extinguished
upon repayment.

The dividend portion classified as equity is
determined by deducting the amount of the
liability component from the fair value of the
compound financial instrument as a whole.
This is recognised and included in equity, net
of income tax effects, and is not subsequently
remeasured. In addition, the dividend portion
classified as equity will remain in equity
until repaid, in which case, the balance
recognised in equity will be transferred
to other component of equity. Refer note
1.C.(i).(b).

(d) Foreign exchange gains and losses

For financial liabilities that are denominated
in a foreign currency and are measured at
amortised cost at the end of each reporting
period, the foreign exchange gains and losses
are determined based on the amortised cost
of the instruments and are recognised in the
statement of profit and loss.

The fair value of financial liabilities
denominated in a foreign currency is
determined in that foreign currency and
translated at the spot rate at the end of the
reporting period. For financial liabilities
that are measured as at FVTPL, the foreign
exchange component forms part of the fair
value gains or losses and is recognised in the
statement of profit and loss.

(e) Derecognition of financial liabilities

The Company derecognises financial
liabilities when, and only when, the
Company’s obligations are discharged,
cancelled or have expired. An exchange

between with a lender of debt instruments
with substantially different terms is
accounted for as an extinguishment of the
original financial liability and the recognition
of a new financial liability.

Offsetting of financial instruments

Financial assets and financial liabilities
are offset and the net amount is reported
in the balance sheet if there is a currently
enforceable legal right to offset the
recognised amounts and there is an intention
to settle on a net basis, to realise the assets
and settle the liabilities simultaneously.
The legally enforceable right must not be
contingent on future events and must be
enforceable in the normal course of business
and in the event of default, insolvency
or bankruptcy of the Company or the
counterparty.

(xviii) Fair value measurement

The Company measures financial instruments at fair
value at each balance sheet date.

Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
transaction between market participants at the
measurement date. The fair value measurement is
based on the presumption that the transaction to sell
the asset or transfer the liability takes place either:

a) In the principal market for the asset or
liability, or

b) In the absence of a principal market, in the
most advantageous market for the asset or
liability

The principal or the most advantageous market
must be accessible by the Company. The fair
value of an asset or a liability is measured using
the assumptions that market participants would
use when pricing the asset or liability, assuming
that market participants act in their economic best
interest. A fair value measurement of a non-financial
asset takes into account a market participant’s
ability to generate economic benefits by using
the asset in its highest and best use or by selling
it to another market participant that would use the
asset in its highest and best use. The Company

uses valuation techniques that are appropriate in
the circumstances and for which sufficient data are
available to measure fair value, maximising the use
of relevant observable inputs and minimising the
use of unobservable inputs. All assets and liabilities
for which fair value is measured or disclosed in the
financial statements are categorised within the fair
value hierarchy, described as follows, based on the
lowest level input that is significant to the fair value
measurement as a whole:

a) Level 1 — Quoted (unadjusted) market
prices in active markets for identical assets
or liabilities

b) Level 2 — Valuation techniques for which
the lowest level input that is significant to
the fair value measurement is directly or
indirectly observable

c) Level 3 — Valuation techniques for

which the lowest level input that is
significant to the fair value measurement is
unobservable

For assets and liabilities that are recognised in
the financial statements on a recurring basis, the
Company determines whether transfers have
occurred between levels in the hierarchy by re¬
assessing categorisation (based on the lowest
level input that is significant to the fair value
measurement as a whole) at the end of each
reporting period.

(xix) Segment Reporting

Segment reporting Operating segments are reported
in the manner consistent with the internal reporting
to the chief operating decision maker (CODM). The
Company’s primary segments consist of Watches
and wearables. Secondary information is reported
geographically. Segment assets and liabilities
include all operating assets and liabilities. Segment
results include all related income and expenditure.

(xx) Statement of Cash Flows

Cash flows are reported using indirect method,
whereby net profits before tax is adjusted for the
effects of transactions of a non-cash nature and any
deferrals or accruals of past or future cash receipts
or payments and items of income or expenses
associated with investing or financing cash flows.

The cash flows from regular revenue generating
(operating activities), investing and financing
activities of the company are segregated.

C Significant accounting judgements, estimates and
assumptions

The preparation of the Company’s financial statements
requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the accompanying
disclosures. Actual results may differ from the estimates.

Uncertainty about these assumptions and estimates could
result in outcomes that require a material adjustment
to the carrying amount of assets or liabilities affected in
future periods. The Company continually evaluates these
estimates and assumptions based on the most recently
available information. Revisions to accounting estimates
are recognized prospectively in the Statement of Profit and
Loss in the period in which the estimates are revised and in
any future periods affected.

(i) Significant accounting judgements

In the process of applying the Company’s
accounting policies, management has made the
following judgements, which have the significant
effect on the amounts recognised in the financial
statements:

(a) Contingent Liabilities

In ordinary course of business, the Company
faces claims by various parties. The
Company assesses such claims and monitors
the legal environment on an ongoing basis,
with the assistance of external legal counsel,
wherever necessary. The Company records
a liability for any claims where a potential
loss probable and capable of being estimated
and discloses such matters in its financial
statements, if material. For potential
losses that are considered possible, but not
probable, the Company provides disclosures
in the financial statements but does not
record a liability in its financial statements
unless the loss becomes probable.

(b) Classification of Preference Shares

To consider classification of preference

shares as equity or liability depends on
the substance of the arrangement with
the preference shareholders (the holding
company) including discretion available
with the issuer, the assessment of timing,
circumstances, financial conditions,
and other related factors at the time of
issue of the preference shares including
but not limited to whether there is a
valid expectation of redemption of such
preference share capital on date of maturity.
It also requires evaluation of the Company’s
historical trend, operations, performance
and expected cash flows at the time of issue
of preference shares to consider its ability
to repay (including timing thereof) the said
preference shares. Further on the date of
issuance the present value of differential,
if any, between the market interest rate and
actual interest rate is classified as deemed
equity contribution.

At the date of transition to Ind AS on April
01,2016, the Company had outstanding
preference share capital issued to its
Holding Company aggregating Rs. 7,610
lakhs which under the previous GAAP
was forming part of share capital under
the shareholder’s fund. After assessing
various factors relating to classification
of preference shares, inter alia, substance
of the arrangement with the preference
shareholders, at the time of issue of these
preference shares, there was no valid
expectations of this amount being repaid,
as such the entire preference share capital
were classified as “Equity component of
compound financial instrument - preference
shares” under the head Other Equity in the
Ind AS Financial Statements on transition
date (i.e. April 01,2016).

In respect of the preference shares issued
thereafter in November 23, 2022 and in
October 25, 2024, referred to in Note
15, based on the assessment of factors
mentioned above, the Company has
classified these preference shares as
financial liabilities at Fair Value Through
Profit or Loss (FVTPL).

using enacted tax rates expected to apply to
taxable income in the years in which those
temporary differences and carryforwards
are expected to be recovered or settled. The
effect on deferred tax assets and liabilities as
a result of a change in tax rates is recognized
in income in the period that includes the
enactment date.

(c) Leases

Ind AS 116 requires the Company to
recognize a right-of-use lease asset and
lease liability for operating and finance
leases. The right-of-use asset is measured
as the sum of the lease liability, prepaid or
accrued lease payments, any initial direct
costs incurred and any other applicable
amounts.

The calculation of the lease liability requires
the Company to make certain assumptions
for each lease, including lease term and
discount rate implicit in each lease, which
could significantly impact the gross lease
liability, the duration and the present value
of the lease liability. When calculating the
lease term, the Company considers the
renewal, cancellation and termination rights
available to the Company and the lessor.
The Company determines the discount rate
by calculating the incremental borrowing
rate.

The Company has several lease contracts
that include extension and termination
options. These options are negotiated
by management to provide flexibility in
managing the leased-assets and align with

the Company’s business needs. Management
exercises significant judgement in
determining whether these extension and
termination options are reasonably certain
to be exercised and accordingly records
the right of use assets and lease liability for
those assets.

(d) Allowance for Trade Receivables

The Company uses expected credit loss
model to assess the impairment loss or
gain. The Company has used a practical
expedient by computing the expected
credit loss allowance for trade receivables
based on a provision matrix. The provision
matrix takes into account historical credit
loss experience and adjusted for forward¬
looking information. The expected credit
loss allowance is based on the ageing of the
days the receivables are due and the rates
as given in provision matrix and Company’s
historical experience for customers.

(e) Warranty

The estimated liability for product warranties
is recorded when products are sold. These
estimates are established with respect to
products sold during the year on the basis
of past experience regarding failure trends
of products and costs of rectification or
replacement. It is expected that most of
this cost will be incurred over the next one
year as per the company warranty policy.
Management estimates the expense based on
historical warranty claims information and any
recent trends that may suggest future claims
could differ from historical amounts.

Footnotes:

(i) Rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of
dividends and the repayment of capital:

Preference shares of all classes carry a preferential right as to dividend over equity shares. Where dividend on cumulative
preference shares is not declared for a financial year, the entitlement thereto is carried forward whereas in the case of
non-cumulative preference shares, the entitlement for that year lapses. The preference shares are entitled to one vote per
share at meetings of the Company on any resolutions of the Company directly affecting their rights, if there is any default
in payment of their dividend for a period of 2 years or more in terms of proviso 2 to the section 47 of the Companies Act,
2013. In the event of liquidation, preference shareholders have a preferential right over equity shareholders to be repaid to
the extent of capital paid-up and dividend in arrears on such shares. Also refer Note 26.C for arrears of fixed cumulative
dividends on redeemable non-convertible preference shares. The preference shareholders, vide their letters dated March
31, 2020, Mach 29, 2024 and November 08, 2024, have relinquished their voting rights accrued/accruing on the preference
shares in terms of second proviso to section 47(2) of the Companies Act, 2013 due to non-payment of dividend till date
or during the remaining tenure of preference shares. During the year 2017-2018, the holders of preference share capital
had waived off the dividend for the financial years 2016-17 and 2017-2018. The Company had obtained relevant approval
from the holders of preference shares and regulatory authority for the waiver of dividend up to FY 2017-18 and extension
of maturity of preference shares. Further, in respect of the preference shares (issued prior to March 31, 2017) which
complete the maximum permissible tenure for redemption of preference shares as per the applicable relevant laws, and
as and when requested by the Company, the preference shareholders have consented to continue supporting the Company
towards redemption of the said preference shares either by way of subscription to fresh preference shares or issuance of
fresh preference shares through necessary statutory/regulatory approvals.

(ii) Other relavent terms and conditions relating to above preference shares

(a) 25,00,000 0.09% Non-cumulative redeemable non-convertible preference shares (0.09% NCR-NCPS) issued and
allotted on November 22, 2022 on private placement basis for the purpose of redemption of 25,00,000 0.1% Non¬
Cumulative Redeemable Non-Convertible Preference Shares of Rs.10/- each (0.1% NCR-NCPS), which were due
for redemption on March 24, 2023.

The original maturity date for redemption of 0.1% NCR-NCPS was ten years from the date of allotment i.e. March
25, 2003, with an option to the Company of an earlier redemption after March 24, 2005. These shares were due for
redemption on March 24, 2013 which pursuant to the provisions of section 106 of the erstwhile Companies Act,
1956 was extended by the Company with the consent of preference shareholders by five years, i.e. till March 24,
2018 and further extended by another five years, i.e. till March 24, 2023. These 0.1% NCR-NCPS were redeemed
on November 23, 2022.

The maturity date for redemption of 0.09% NCR-NCPS is five years from the date of allotment i.e. November 22,
2027, with an option with either party for an early redemption at any time.

(b) The original maturity date for redemption of 1,57,00,000 13.88% cumulative redeemable non-convertible
preference shares amounting Rs. 1,570 lakhs was ten years from the date of allotment i.e. March 27, 2004, with
an option to the Company of an earlier redemption after March 27, 2006. These shares were due for redemption
on March 26, 2014 which pursuant to the provisions of Section 106 of the erstwhile Companies Act, 1956 was
extended by the Company with the consent of preference shareholders by five years i.e. till March 26, 2019 and
were further extended by another five years, i.e. till March 26, 2024 (the date of maturity).

As the Company was not in a position to redeem 1,57,00,000, 13.88% cumulative redeemable non-convertible
preference shares of Rs. 10 each (“13.88% CRNCPS”) and payment of accumulated/unpaid dividend thereon
in view of the accumulated losses and absence of distributable profits, for the purpose of redemption of these
preference shares aggregating Rs. 1,570 lakhs along with accumulated/ unpaid dividend of Rs. 1,304 lakhs thereon
till the date of maturity (subject to deduction of withholding tax of Rs. 142 lakhs), the Board of Directors had, in

its meeting held on July 14, 2023, approved the issuance of up to 2,73,15,264, 10.75% Cumulative Redeemable
Non-Convertible Preference shares of Rs.10/- each at par aggregating Rs. 2,732 lakhs (“10.75% CRNCPS”), on
private placement basis to M/s Timex Group Luxury Watches B.V., the Holding Company of the Company, in
terms of Section 55(3) of the Companies Act, 2013 subject to approval of equity shareholders, the Hon’ble National
Company Law Tribunal (“NCLT”), Reserve Bank of India (“RBI”) and other authorities, as may be required. The
Members of the Company approved the issuance of 10.75% CRNCPS in their Annual General Meeting held on
August 23, 2023. Further, NCLT, Delhi Bench had, vide its Order dated June 07, 2024 read with Corrigendum dated
July 16, 2024, approved the said issuance. In respect of the Company’s application to RBI for seeking approval
for issuance of 10.75% CRNCPS, the Company had received a communication on September 20, 2024 from its
Authorised Dealer confirming that RBI had advised that the AD Bank might examine the proposal under delegated
powers by considering the date of fresh issuance as date of drawdown and is further advised to adhere to ECB
guidelines as per Master Direction on External Commercial Borrowings, Trade Credits and Structured Obligations
dated March 26, 2019 and updated from time to time. On October 25, 2024,after obtaining the Loan Registration
Number from RBI for the issuance of fresh 10.75% CRNCPS as External Commercial Borrowing and receipt of
share application form from M/s Timex Group Luxury Watches B.V., the Company allotted 10.75% CRNCPS and
the existing 13.88% CRNCPS were deemed to be redeemed with immediate effect in terms of Section 55 (3) of the
Companies Act, 2013. The above accumulated/ unpaid dividend payable of Rs. 1,304 lakhs has been accounted for
in retained earnings under Other Equity.

The maturity of the 10.75% CRNCPS would be 20 years from the date of allotment i.e. October 25, 2024, with an
option with either party for an early redemption anytime.

(c) The original maturity date for redemption of 2,29,00,000 13.88% cumulative redeemable non-convertible
preference shares amounting Rs. 2,290 lakhs was ten years from the date of allotment i.e. March 21, 2006, with
an option to the Company of an earlier redemption after March 21, 2008. These shares were due for redemption
on March 20, 2016 which pursuant to the provisions of Section 106 of the erstwhile Companies Act, 1956 was
extended by the Company with the consent of preference shareholders by five years i.e. till March 20, 2021 and
were further extended by another five years, i.e. till March 20, 2026.

(d) The Company has issued 3,50,00,000 5% cumulative redeemable non-convertible preference shares amounting Rs.
3,500 lakhs with maturity period of 10 years from the date of allotment i.e. February 16, 2017, with an option to the
Company of an earlier redemption after February 15, 2022.

(iv) The Board of Directors has, in its meeting held on May 6, 2025, recommended to the members dividend on two tranches
of preference shares i.e. (i) 0.09% non-cumulative redeemable non- convertible preference shares amounting to Rs.
0.23 lakhs for the FY 2024-25 and (ii) dividend on 13.88% cumulative redeemable non- convertible preference shares
amounting to Rs. 954 lakhs comprising of Rs. 318 lakhs each for the FY 2024-25, FY 2018-19 and FY 2019-20 to pay
off part of unpaid accumulated dividend out of available distributable profits for the FY 2024-25. These dividends will be
subject to the approval by the Members of the Company at its ensuing Annual General Meeting (“AGM”).

Also refer note 15 and 26 C

(i) For terms of repayments, interest rate and other disclosures - refer footnote (iii) (a) and (b) of note 11 B.

(ii) During the year, the Company has been availed multiline credit facilities aggregating Rs 2,200 Lakhs (Rs. 600 Lakhs against
stand by letter of credit and Rs. 1,600 Lakhs against security) from DBS Bank India Limited. Out of these facilities, the Company
has utilised cash credit facility aggregating Rs 378 Lakhs (March 31, 2024 Rs Nil) which is payable on demand. The interest rate
is in range of 9.10% - 9.35% p.a., payable on monthly basis. The Security terms for above are as given below:

1) First and exclusive hypothecation charge over current assets both present and future of the Company excluding those
exclusively financed by other Banks/lenders and 2) First and exclusive hypothecation charge over movable fixed assets
both present and future of the Company excluding those exclusively financed by other Banks/lenders and 3) Mortgage on
immovable property being land comprising of Plot No-10, area measuring 10,000 sq mtrs situated at apparel park cum
industrial area, khata Bhatoli , Baddi, District Solan, Himachal Pradesh together with all buildings and structures thereon
and fixtures, fittings and all plant and machinery attached to the earth or permanently fastened to anything attached to the
earth, both present and future, of the Company.

(iii) Overdraft facilities from JP Morgan Chase Bank N.A. bank carry interest ranging between 9.05% to 9.95% p.a (PY: 9.11% to
10.54% p.a)., computed on a monthly basis on actual amount utilised, and are repayable on demand. The overdraft facilities are
backed through Standby Letter of Credit (SBLC) of Rs. 1,100 lakhs by Timex Group USA, Inc. , a fellow subsidiary company.

(i) The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax
assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied
by the same tax authority.

(ii) On 29th November 2019 the Company has signed Unilateral Advance Pricing Agreement (APA) with the Central
Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of India wherein the Company
has agreed on the methodology to be followed for determining the Arm’s Length Price of the transactions covered
by the agreement. The Company has complied with the details mentioned in the agreement and has filed compliance
report with the authorities on 26th February 2020. The above disclosure has been considered after effect of APA,
however the compliance report filed by the Company are yet to be audited / verified by the authorities.

The amounts shown above represents the best possible estimates arrived at on the basis of available information. The
uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have
been invoked by the Company or the claimants as the case may be and therefore cannot be predicted accurately or relate
to a present obligations that arise from past events where it is either not probable that an outflow of resources will be
required to settle or a reliable estimate cannot be made. The Company engages reputed professional advisors to protect
its interests and has been advised that it has strong legal positions against such disputes.

(ii) Other Money for which the company is contingently liable

The Hon’ble Supreme Court of India vide its judgement dated February 28, 2019 and subsequent review petition has
ruled in respect of compensation for the purpose of Provident Fund contribution under the Employee’s Provident Fund
Act, 1952.

There is significant uncertainty as to how the liability, if any, should be calculated for the period up to February 28, 2019
as it is impacted by multiple variables, including the period of assessment, the application with respect to certain current
and former employees and whether the interest and penalties may be assessed. The Management have determined that
on account of the practicality of application of the judgement, the Company would not be in a position to determine the
liability as of now, The Company is of the opinion that the amount cannot be reasonably estimated.

As a matter of caution, the Company has started comply the above provision on prospective basis from the date of such
ruling i.e. March 1, 2019.

B Commitments

(i) The estimated amount of contracts remaining to be executed on capital account and not provided for is Rs. 73

Lakhs (2024: Rs. 3 Lakh).

(ii) The Company has other commitments, for purchases / sales orders which are issued after considering requirements
as per operating cycle for purchase / sale of goods and services, employee benefits. The Company does not have
any long term contracts including derivative contracts for which there will be any material foreseeable losses.

C Arrears of fixed cumulative dividends on preference shares (from financial year 2018-19) as at March 31, 2025 - Rs. 3,451 lacs
(as at March 31, 2024 - Rs. 4,266 lacs). Out of these arrears of dividends, the Board of Directors has, in its meeting held on May
6, 2025, recommended to the members dividend on 22,900,000 13.88% cumulative redeemable non- convertible preference
shares amounting to Rs. 954 lakhs comprising of Rs. 318 lakhs each for the FY 2024-25, FY 2018-19 and FY 2019-20 to pay off
part of unpaid accumulated dividend out of available distributable profits for the FY 2024-25. These dividends will be subject to
the approval by the Members of the Company at its ensuing Annual General Meeting (“AGM”).

Footnote

The dividend liability on 15,700,000 2.9% cumulative redeemable non-convertible preference shares of Rs. 10 each {redeemed
during the year, refer footnote (ii) (b) of 11.B (iii)} and 22,900,000 5.4% cumulative redeemable non-convertible preference
shares of Rs. 10 each, payable until 31 March 2009, was waived off as per the consent of the holders of these preference shares
vide their letter dated 15 March 2009. The coupon rate applicable to these series of preference shares was revised to 7.1%
effective 1 April 2009 till the date of maturity. The holders of these preference shares have further waived the dividend for the
years 2012-13, 2013-14, 2014-15 and 2015-16, subject to the condition that the coupon rate for these series shall be revised from
7.1% to 13.88%. During the financial year 2016-17, the Company obtained relevant approvals from the regulatory authorities
and the coupon rate applicable to these series of preference shares was revised to 13.88% effective 1 April 2016 till the date of
maturity. Further, the holders of these preference shares have waived the dividend for the financial years 2016-17 and 2017-18.
The dividend liability on 35,000,000 5% cumulative redeemable non-convertible preference shares of Rs. 10 each payable until

(i) Superannuation fund

The Company’s contribution paid/ payable under the scheme to the Superannuation Fund Trust, as administered by the
Company is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders
the related service. The trustees of the scheme have entrusted the administration of the trust scheme to Life Corporation of
India Limited (LIC).

(ii) Provident fund

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees
towards Provident Fund to Timex Watches Provident Fund and Recognised Provident Fund. The contributions are charged to
the statement of Profit and Loss as they accrue. Further, the Company is liable to pay to the provident fund to the extent of the
amount contributed and any shortfall in the fund assets based on Government specified minimum rates of return relating to
current services. The Company recognises such contribution and shortfall if any as an expense in the year incurred.

(iii) Employee State Insurance fund

The Company’s contribution paid/ payable under the scheme to the Employee State Insurance is recognised as an expense
in the Statement of Profit and Loss during the period in which the employee renders the related service.

28.2 Defined benefit plans

Gratuity- The Company provides for gratuity for employees as per the Payment of Gratuity Act 1972. The Company operates a
post-employment defined benefit plan that provides for gratuity. The gratuity plan entitles an employee, who has rendered at least
five years of continuous service, to receive one-half month’s salary for each year of completed service at the time of retirement/
exit. The Scheme is not funded by plan assets.

(i) These plans typically expose the company to actuarial risks such as investment risk, interest rate risk, longevity risk
and salary risk.

Investment Risk

The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.

Salary Risk

The present value of defined benefit plan is calculated with the assumption of salary increase rate of plan participants
in future. Deviation in rate of increase in salary in future for plan participants from the rate of increase in salary used to
determine the present value of obligation will have a bearing on the plan’s liability.

Interest Risk

The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the
ultimate cost of providing the above benefit and will thus result in an increase in value of the liability.

Longevity Risk

The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan
participants both during and after employment. An increase in the life expectancy of the plan participants will increase the
plans liability.

to contain, where deemed appropriate, exposures on net basis to the various types of financial risks mentioned above in order to
limit any negative impact on the Company’s results and financial position.

31.3.1 Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. The company is exposed to foreign exchange risk arising through its sales and purchases denominated in
various foreign currencies.

Foreign Currency Risk Management

Foreign currency risk also known as Exchange Currency Risk is the risk that the fair value or future cash flows of an
exposure will fluctuate because of changes in foreign exchange rates. Foreign currency risk in the Company is attributable
to Company’s operating activities and financing activities.

In the operating activities, the Company’s exchange rate risk primarily arises when revenue / costs are generated in
a currency that is different from the reporting currency (transaction risk). The information is monitored by the Audit
committee and the Board of Directors on a quarterly basis. This foreign currency risk exposure of the Company are mainly
in U.S. Dollar (USD). The Company’s exposure to foreign currency changes for all other currencies is not material.

Foreign currency risk exposure

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end
of the reporting periods expressed in Rs., are as follows:

31.3.2 Credit Risk Management

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from
its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously
monitoring the creditworthiness of customers to which the Company grants credit terms in normal course of business. On
account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss. Refer note
8 for the disclosures for trade receivables.

32 Leases

Disclosures as required under Ind AS 116:

The Company has entered into various lease agreements for acquiring space to do its day to day operations. Such lease contracts
include monthly fixed payments for rentals. The lease contracts are generally cancellable at the option of lessee during the lease
tenure. The Company also have a renewal option after the expiry of contract terms. There are no significant restrictions imposed
under the lease contracts.

The Company has entered into a lease agreement of 95 years for its factory land located in Baddi which is operational. The lease
contract amount is fully paid and there are no significant restrictions imposed under the lease contracts. Earlier these contracts
were recorded as operating lease and now these have been accounted as Right of Use assets under Ind AS 116. Further, the
Company has entered into various lease/license agreements for certain other leased/licensed premises, which expire at various
dates over the next nine years. There are no contingent lease/license fees payments.

Right of use assets

Following are the changes in the carrying value of right of use assets for the year ended March 31, 2025:

(1) Debt represents only short-term borrowings

(2) Earnings available for debt service = Net Profit after taxes Non-cash operating expenses Interest other adjustments like loss
on sale of Fixed assets etc.

(3) Debt Service = Short-term debts and Interest on borrowings

(4) Working Capital = Current Assets - Current Liabilities

(5) Capital Employed = Tangible net worth Debts

34 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(is), including foreign entities (“Intermediaries”) with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate
Beneficiaries).

35 The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether,
directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

36 Transfer Pricing

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing
regulation under sections 92-92F of the Income-tax Act, 1961. Since the law requires existence of such information and documentation
to be contemporaneous in nature, the Company continuously updates its documentation for the international transactions entered into
with the associated enterprises during the financial year and expects such records to be in existence latest by such date as required under
law. The management is of the opinion that its international transactions are at arm’s length so that the aforesaid legislation will not have
any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

37 The Code on Social Security 2020 has been notified in the Official Gazette on September 29, 2020. The effective date from which the
changes are applicable is yet to be notified and the rules are yet to be framed. Impact if any of the change will be assessed and accounted
in the period in which said Code becomes effective and the rules framed thereunder are published.

38 The Company does not have any immovable properties [other than properties (including buildings constructed there on included in
Property, plant and Equipment disclosed in the financial statements) where the Company is the lessee, and the lease agreements are duly
executed in favour of the lessee].

39 No proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami
property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

40 The Company is not a declared wilful defaulter by any bank or financial institution or other lender.

41 There are no charges or satisfaction yet to be registered by the Company with ROC beyond the statutory period.

42 The Company has not entered into transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560
of the Companies Act, 2013.

43 The company has not traded or invested in crypto currency or virtual currency during the financial year.

44 The company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961 such as search or survey.

45 Other expenses for the year ended March 31, 2025, Rs. 2,090 lakhs, being royalty on net sales value of watches/ spare parts/ products
sold under specific licensed brands manufactured/traded by the Company in terms of Intellectual Property License Agreement dated
February 01, 2024 entered by the Company with Timex Group USA, Inc., a fellow subsidiary company, which is effective from April 1,

2024.

46 Ministry of Corporate Affairs (MCA) vide its notification number G.S.R. 206(E) dated March 24, 2021 (amended from time to time) in
reference to the proviso to Rule 3 (1) ofthe Companies (Accounts) Amendment Rules, 2021, introduced the requirement of only using such
accounting software w.e.f. April 01, 2023 which has a feature of recording audit trail of each and every transaction, creating an edit log of
each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be
disabled. The Institute of Chartered Accounts of India (“ICAI”) issued an “Implementation guide on reporting on audit trail under rule 11(g)
of the Companies (Audit and Auditors) Rules, 2014 (Revised 2024 edition)” in February 2024 relating to feature of recording audit trail.
The Company uses Oracle R12 EBS as its primary accounting software for recording all the accounting transactions and maintaining
its books of account for the year ended March 31, 2025. Oracle R12 EBS has a feature of recording audit trail (edit log) facility which
has not been enabled throughout the year.

In respect of maintaining payroll records, the Company uses an accounting software operated by a third party software service provider.
Based on the independent service auditor’s report which includes the requirements of audit trail, the said software has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year. Further, no instance of audit trail feature being
tampered with has been reported in such auditor’s report. The audit trail that was enabled and operated for the year ended March 31,

2025, has been preserved as per the statutory requirements for record retention.

The Management has adequate internal controls over financial reporting which were operating effectively for the year ended March 31,
2025. The Management is in the process of evaluating the options to ensure compliance with the requirements of proviso to Rule 3(1)
of the Companies (Accounts) Rules, 2014 referred above in respect of audit trail.

47 As per the MCA notification dated August 05, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment
Rules, 2022. As per the amended rules, the Companies are required to maintain back-up on daily basis of such books of account and
other relevant books and papers maintained in electronic mode that should be accessible in India at all the time. Also, the Companies are
required to create backup of accounts on servers physically located in India on a daily basis.

The books of account along with other relevant records and papers of the Company are maintained in electronic mode. These
are readily accessible in India at all times however backup is not maintained in India and is presently maintained in servers in
Singapore

48 The prescribed CSR expenditure required to be spent in the year 2024-2025 as per the Companies Act, 2013 is Rs. Nil (Rs. Nil for the
year ended 2023-2024), in view of average net profits of the Company being Rs. Nil calculated under section 198 of the Act based on
last three financial years.

49 During the year, the Company has reclassified the accruals relating to employees’ salaries and wages from “Trade payables” to “Other
financial liabilities” in view of the opinion of Expert Advisory Committee of the Institute of Chartered Accountants of India considering
the said disclosure could be more relevant to the users of the financial statements. This change doesn’t result in any impact on the total
current liabilities.

For and on behalf of the Board of Directors of Timex Group India Limited
David Thomas Payne Deepak Chhabra

Chairman Managing Director

(DIN - 07504820) (DIN - 01879706)

Place : Connecticut, USA Place : Noida

Date : May 06, 2025 Date : May 06, 2025

Dhiraj Kumar Maggo Amit Jain

Vice President - Legal, HR & Company Secretary Chief Financial Officer
(Membership No.:F7609) (PAN - AAMPJ9232F)

Place : Noida Place : Noida

Place : Noida Date : May 06, 2025 Date : May 06, 2025

Date : May 06, 2025