DIRECTORS' REPORT

The Directors are pleased to present the Thirty-eight Annual
Report and Audited Statement of Accounts for the year ended
31st March 2026.

FINANCIAL RESULTS AND PERFORMANCE

The Company sustained its growth momentum and delivered a
strong performance during Financial Year 2025-26. Revenue
from operations (including other income) stood at a record all¬
time-high level of Rs. 80,063 lakhs, reflecting a year on year
growth of 48%. Profit before tax increased to Rs. 10,194 lakhs,
registering a growth of 138% over the previous financial year.

The Company delivered strong acceleration in business
performance during the year, reflecting the cumulative impact
of strategic initiatives undertaken over the past several years.
Growth was driven by a deliberate focus on expanding the Timex
Group portfolio, alongside the continued strength of our fashion
brands, supported by a richer mix of aspirational domestic and
international offerings. Brand engagement was further enhanced
through sharper consumer storytelling and differentiated
marketing programmes. The Company strengthened its footprint
across channels and touchpoints, improved productivity within
the existing network, and continued to benefit from the scale,
capabilities, and deep domain expertise of its parent organisation,
which brings over 170 years of global leadership in watch design,
manufacturing, and retail execution.

A calibrated, multi channel growth strategy enabled the Company
to unlock opportunities across all routes to market in parallel.
The trade channel, comprising distributors, dealers, branded
showrooms, and key accounts, remained the largest revenue
contributor and a key driver of overall growth. Performance
was further supported by the continued expansion of the e
commerce channel, rising traction in the luxury segment aided
by premiumisation, stronger contributions from Timex
international collections, an enhanced retail presence, and
sustained momentum in fashion and luxury brands. Select tactical
marketing interventions provided incremental upside. In parallel,
the e commerce and OEM businesses contributed meaningfully to
profitability and cash generation, reinforcing the overall financial
resilience of the Company.

During the year under review, the business environment was
influenced by several macro economic challenges, including
heightened global geopolitical risks such as trade related tariffs,
regional tensions between India and Pakistan, ongoing Russia
Ukraine conflict, the Israel Palestine situation, and geopolitical
developments involving the US, Israel and Iran. These factors,
together with a steep increase in gold and silver prices, currency
volatility, moderation in capital inflows, trade disruptions and
an increase in raw material costs, impacted overall business
conditions. While inflation showed signs of moderation and
monetary policy entered an easing cycle, the transmission of
lower rates to borrowing costs remained gradual. Despite these
headwinds, the Company managed the associated risks through
prudent planning and disciplined execution and continues to
closely monitor macro economic developments to take timely and
appropriate actions as required.

During this year, the Company continued to execute its strategy
of strengthening analog watches as its core offering, while
leveraging smart technology products to drive incremental
growth. We remain confident that our well balanced and
comprehensive product portfolio, encompassing strong and
widely recognised brands across the value spectrum, will further
reinforce the core analog business. While Timex continues to be
our flagship brand and principal revenue contributor, we expect
accelerated growth in the entry segment led by brands such as
Helix and TMX. In addition, our diversified portfolio of fashion
and luxury brands, including Guess, Gc, Versace, Aston Martin,
Nautica, Furla, Adidas Originals, Philipp Plein, Plein Sport,
UNLTD. and Ferragamo, positions us well to expand our market
presence and offer consumers a broad and compelling range of
choices across these segments.

In an environment characterised by evolving consumer
expectations, gradual premiumisation, and sustained competitive
intensity, the Company has continued to strengthen its market
position through disciplined execution and a product-led approach.
The Indian consumer continues to demonstrate increasing
discernment-seeking products that are not only functional but
also expressive of personal identity, design sensibility, and long¬
term value. Against this backdrop, the Company has aligned
its product, brand, and portfolio strategies to remain relevant
across a wide spectrum of consumers, from first-time buyers to
enthusiasts seeking elevated offerings.

Performance during the year has been supported by a robust
pipeline of new product introductions, strengthening of core
franchises, and continued investment in design and development

capabilities. A defining theme has been the calibrated execution of
an accelerated premiumisation strategy, balanced by a sustained
and deliberate focus on maintaining competitiveness within the
mid-price segment.

The Company remains guided by its core philosophy of delivering
products that combine design integrity, functional reliability,
and enduring value. This philosophy informs all aspects of
product development and portfolio management, ensuring that
each offering—irrespective of price point—reflects a consistent
standard of quality and thoughtfulness.

A key strategic milestone during the year was the launch
of Timex Atelier, a Swiss made collection positioned in the
premium accessible luxury segment. The Atelier range represents
a deliberate elevation of the Timex proposition, combining Swiss
automatic movements, refined case architecture and superior
finishing standards. This initiative marks a clear step change
in product execution and reinforces the brand’s capability to
compete credibly in higher value segments.

The design philosophy of Timex Atelier is defined by restraint and
precision, with emphasis on proportion, balance and understated
detailing. The collection prioritises quality of construction and
material integrity over transient design trends, ensuring enduring
relevance and aligning with the Company’s long term focus on
longevity and wearability.

Strategically, the introduction of Timex Atelier establishes a
premium halo across the broader Timex portfolio, strengthening
brand equity and enhancing overall perception. By demonstrating
capability in Swiss made craftsmanship and elevated design, the
Company has expanded the brand’s appeal among aspirational
consumers and watch enthusiasts.

Initial market response to the collection has been encouraging,
with early launches generating strong interest across channels
and contributing to improved premium brand consideration,
indicating a measured but meaningful shift in brand perception.

Further, the year under review was defined by a sustained and
disciplined cadence of new product introductions, reflecting the
Company’s commitment to innovation and product mastery. The
Company’s approach to product development is structured around
a deep understanding of consumer behaviour, design trends, and
functional requirements. Each product is conceived not merely as
an incremental addition, but as a considered response to a specific
use case, aesthetic preference, or market opportunity.

The Company introduced a wide range of products across its
portfolio, spanning entry-level, mid-price, and premium segments.
These introductions were characterised by a consistent emphasis
on design clarity, functional integrity, and material quality.

Key areas of product development included:

• Expansion of mechanical offerings, with a broader range
of automatic watches featuring improved movement

finishing and visibility

• Enhanced multifunctionality, incorporating chronograph
and GMT capabilities across select collections

• Material upgrades, including premium stainless-steel
grades, sapphire-coated crystals, and refined strap options

• Advanced dial construction, featuring layered designs,
improved textures, and enhanced legibility

The introduction of Timex ‘Signio’ represents a notable
addition to the portfolio. Positioned within the men’s occasion-
wear segment, the collection combines refined aesthetics with
structural precision. Its sub-segments-automatic, ultra-slim,
and multifunction-are designed to cater to varying consumer
preferences while maintaining a cohesive design identity.

Similarly, Timex ‘Vector’ continued to evolve as a performance-
driven collection. The introduction of new models within
this franchise emphasised robustness, technical detailing, and
contemporary styling, appealing to consumers seeking a more
assertive design language.

Across all product introductions, the Company has demonstrated
a commitment to product mastery-with design, engineering,
and manufacturing converge to create offerings that are both
functional and aesthetically compelling.

Product design and development remain at the core of the
Company’s strategy and represent its most enduring source of
differentiation. The Company’s design philosophy is rooted in
the principle of timeless relevance-creating products that are
informed by heritage yet responsive to contemporary sensibilities.
This approach allows the Company to remain aligned with current
trends without becoming dependent on them.

During the year, the Company continued to invest in strengthening
its design and development capabilities. This included
enhancements in design processes, closer integration between
design and engineering teams, and improved coordination with
sourcing and manufacturing functions.

Design innovation has been driven by a structured approach that
emphasises:

• Precision in proportion and form, ensuring visual balance
and ergonomic comfort

• Material integrity, enhancing both durability and perceived
quality

• Clarity in design language, enabling strong differentiation
across collections

A defining strength of the Company lies in its ability to deliver
design excellence across price points. Whether within premium
offerings such as Atelier or within more accessible collections,
there is a consistent emphasis on thoughtful detailing, refined
construction, and usability.

This capability is particularly significant in the Indian market,
where consumers increasingly expect elevated design even within
mid-range price segments. The Company’s integrated approach
to design and manufacturing enables it to meet these expectations
effectively, reinforcing its position as a design-led organisation.

The Company’s portfolio is structured around a set of clearly
defined franchises, each serving as a distinct pillar of growth.
During the year, established franchises such as ‘Q Timex’,
‘Marlin’, ‘Waterbury’, ‘Fria’, and ‘Expedition’ continued to
perform in line with expectations, supported by sustained
consumer demand and ongoing product refresh.

• ‘Marlin’ remains emblematic of classic design, drawing
from mid-century influences

• ‘Waterbury’ reflects traditional craftsmanship and
everyday reliability

• ‘Q Timex’ continues to reinterpret archival designs for
contemporary audiences

• ‘Fria’ strengthens the Company’s presence in the women’s
segment

• ‘Expedition’ caters to functional and utility-driven
requirements

The Company further expanded its portfolio through newer
franchises. Timex ‘Vector’ has established itself as a performance-
oriented collection, characterised by bold design and technical
detailing. Timex ‘Signio’ introduces a new dimension within the
men’s segment, focusing on occasion-based consumption and
refined aesthetics.

Together, these franchises provide a structured and scalable
framework for growth, enabling the Company to address diverse
consumer needs while maintaining clarity in positioning.

While premiumisation remains a key focus area, the Company
continues to maintain a strong and deliberate emphasis on
the mid-price segment, which remains central to both volume
growth and market relevance. This segment is characterised by
high competition and increasing consumer expectations. The
Company’s ability to compete effectively is supported by its
design expertise, manufacturing capabilities, and disciplined
product development processes.

The strategy within this segment is centred on:

• Delivering design-led differentiation at accessible price
points

• Maintaining frequent and relevant product refresh cycles

• Leveraging scale efficiencies in sourcing and production

By combining design innovation with operational discipline, the
Company has been able to sustain its competitive edge within this
segment, ensuring continued relevance among a broad consumer
base.

The Company continued to expand its market reach through a
combination of channel development, brand initiatives, and
portfolio diversification. Efforts during the year included
strengthening direct-to-consumer channels, enhancing digital
engagement, and expanding retail presence. The Company’s
approach to market expansion remains inclusive.

• ‘TMX’ operates as the Company’s budget-oriented brand,
focused on delivering affordability, consistent variety,
and dependable value. Its strategy remains anchored in
continuous product refresh and value addition.

• ‘Helix’ is positioned as the Company’s youth-focused
brand, with a strong emphasis on experimentation, styling,
and contemporary design. It enables the Company to engage
with younger consumers and explore evolving trends.

Together, these brands support expansion across diverse
consumer segments.

During the year, the Company continued to leverage collaborations,
archival reissues, and product storytelling as strategic tools to
enhance brand visibility and consumer engagement. A key focus
area was the premiumisation of heritage, with initiatives aimed at
elevating core product lines into the accessible luxury segment.
The introduction of the Timex Atelier series formed a central part
of this effort, supported by continued refinement of design and
materials across collections.

Collaborations during the year included partnerships with MM6
Maison Margiela, NOAH, The James Brand, and Jacquie Aiche,
each bringing a distinct design perspective and enabling the
Company to engage with new audiences.

The premium fashion and luxury watch category remains a key
growth engine within the broader market landscape, supported
by evolving consumer aspirations, higher spending power
and increasing familiarity with international brands. Against
this backdrop, the Company’s diversified portfolio of globally
recognised fashion and lifestyle brands provides a strong
foundation to scale further and enhance participation in this
value accretive segment. During the year, momentum was built
through a coordinated set of initiatives, including selective range
refreshes, sharper lifecycle and assortment planning, focused
promotional activity, wider retail presence, strategic partnerships,
brand led launch activations, influencer driven engagement and
strengthened in store visual presentation.

Within this portfolio, Guess and Gc delivered a particularly robust
performance, reflecting sustained demand for contemporary
international fashion watches. Guess further elevated its brand
relevance by expanding its design language across genders,
introducing distinctive aesthetic elements and refining overall
collection coherence. Continuous upgrades to key ranges
ensured design freshness and commercial strength, with flagship
men’s lines such as Phoenix and Headline remaining pivotal
contributors.

Gc continued to advance its positioning in the premium fashion
space through bold design cues and a consistent flow of new
introductions. The emphasis on differentiated case forms and
elevated styling resonated well with consumers, enabling the
brand to maintain growth momentum while reinforcing its appeal
within the accessible luxury segment.

The GUESS Jewellery business continues to benefit from
favourable structural trends in the accessories market, including
elevated gold prices, increasing participation of women in the
workforce and a growing preference among younger consumers
for fashion forward yet accessible jewellery. Leveraging the
brand’s strong global fashion credentials and lifestyle relevance,
GUESS Jewellery is well positioned to address rising demand
across urban and aspirational markets and to scale its presence
within this expanding category.

During the year, the Company successfully introduced Aston
Martin watches into the Indian market, strengthening its
presence in the premium automotive inspired lifestyle segment.
The collection, characterised by distinctive design, precision
engineering and strong brand storytelling, has been well
received by consumers seeking aspirational and performance-led
timepieces. Early market response has been encouraging, with
healthy traction across key urban markets and premium retail
channels. The brand’s clear positioning, supported by focused
distribution and targeted marketing initiatives, has enabled Aston
Martin watches to register a strong start and contribute positively
to the growth of the Company’s fashion and luxury portfolio in
India.

Versace watches delivered a strong performance during the year,
reinforcing their position within the Company’s luxury portfolio.
The brand continued to attract consumers seeking bold design,
distinctive aesthetics and strong brand heritage, resulting in
sustained demand across key premium channels. Supported
by a compelling product lineup, effective brand positioning
and focused retail execution, Versace achieved healthy growth
and enhanced visibility in luxury conversations. The brand’s
performance during the year underscores its relevance in the high
end fashion watch segment and its positive contribution to the
Company’s overall luxury segment performance.

Along with its continued strong presence in the analog watch
segment, the Company sustained its engagement with digitally
inclined consumers through a selective and focused smart product
portfolio, ensuring ongoing relevance in this evolving category.
The Indian smartwatch market experienced a slowdown during
2025, primarily due to saturation at the entry level and more
cautious consumer spending. Notwithstanding these market
conditions, Timex remains committed to the smart category and
continues to view it as a medium to long term growth opportunity.

During the year, the Company maintained momentum in product
development and expanded its offerings under the iConnect by
Timex and Timex Smart portfolios. New launches emphasised

enhanced design aesthetics, improved feature sets and a
more seamless consumer experience, reinforcing the brand’s
preparedness for future growth as market conditions evolve.

Offline retail continued to be the principal sales channel for
smartwatches; however, the Company actively strengthened
its omnichannel strategy through partnerships with leading
e commerce platforms to build scale and visibility online. In
addition, distribution reach was broadened by introducing select
smartwatch models across military canteens, further extending
access to diverse consumer segments and supporting incremental
growth opportunities.

During the year under review, the business performance was
reinforced through targeted brand building initiatives, with
enhanced marketing spends focused on elevating Timex’s
visibility and effectively communicating its refreshed global
brand positioning. Marketing played a strategic role in building
long-term brand equity, reinforcing relevance in the fashion and
lifestyle space, and anchoring Timex’s global philosophy of
“analog life, Make Time Yours” narrative. The focus through the
year was not only on visibility, but on shaping culturally resonant
brand experiences that aligned with evolving consumer values
and aspirations.

To deepen participation in the fashion and lifestyle ecosystem, the
Company curated a series of strategic, high-impact engagements
across key markets including Mumbai, Bangalore, Delhi, and
Goa. These platforms enabled immersive brand storytelling,
strengthening engagement with younger, style-conscious
consumers while expanding relevance among media and
influencer communities.

A significant milestone was the collaboration with ELLE
India for The ELLE List, a marquee, celebrity-led awards
platform in Mumbai. This association provided strong visibility
for Company’s portfolio in a high-credibility environment,
reinforcing Company’s premium and style-forward positioning
among leading voices across fashion, entertainment, and culture.

The year also marked Timex’s third consecutive association
with India Beach Fashion Week (IBFW). Building on prior
momentum, the partnership was elevated through a dedicated
designer showcase that brought the ‘analog life’ philosophy to life
on the runway. The activation encouraged a renewed appreciation
for meaningful moments and personal expression, reinforcing
“Make Time Yours” as a core cultural narrative rather than a
standalone campaign.

Targeted editorial and celebrity-led collaborations remained
central to strengthening brand salience within premium media
environments. Timex partnered with ELLE for a digital cover
featuring Pooja Hegde, while Guess watches and jewellery
collaborated with Masoom Minawala in association with Travel
Leisure, reinforcing their global fashion credentials. Philipp
Plein extended its bold, premium positioning through an editorial
collaboration with Bobby Deol in partnership with ELLE.

For Versace, the focus was on building local resonance through
a carefully selected celebrity partnership. Bhumi Pednekar was
engaged as a short-term brand ambassador for the festive season,
fronting the campaign and lending contemporary elegance and
strong cultural relevance aligned with the brand’s global identity.

Product innovation during the year was anchored in premium
storytelling and distinct design perspectives. This was delivered
through high-profile collaborations spanning fashion, design, pop
culture, and gaming, including partnerships with MM6, Jacquie
Aiche, The James Brand, The New Yorker, Superman, Wednesday,
Monopoly, and Fortnite. Each collaboration added narrative depth
to the portfolio while attracting newer consumer cohorts.

A defining moment in the Company’s premiumisation journey
was the introduction of the Timex Atelier collection, representing
Timex’s most elevated expression of craftsmanship, design, and
horological capability to date. Evolving from the Giorgio Galli
series, Atelier marks Timex’s entry into the modern luxury
segment, combining refined aesthetics, advanced mechanical
movements, and Swiss-made precision. The collection signals a
clear strategic intent to participate credibly in the global luxury
watch landscape.

The launch of the Aston Martin watch collection further
strengthened this trajectory, marking the Group’s entry into the
performance-led luxury category. Inspired by iconic automotive
engineering, the collection blends technical precision with refined
design, reinforcing the depth of our licensed brand portfolio.

Within licensed lifestyle categories, the successful launch of
Guess Jewellery extended the brand’s proposition beyond
watches. Marketing efforts across licensed brands were supported
through targeted campaigns and selective celebrity associations,
driving visibility and desirability across defined consumer
segments.

Responding to changing consumption and fulfilment

expectations, the Company entered the quick commerce
ecosystem during the year. Partnerships were established with
Flipkart Minutes, Myntra Now, Swiggy Instamart, and Zepto.
While still an emerging channel for the category, quick commerce
provides an opportunity to drive impulse-led purchases, improve
accessibility, and strengthen urban market penetration through
faster, on-demand delivery.

PR and influencer programs continued to serve as strategic
enablers of brand relevance. Carefully curated experiences and
collaborations were deployed to build cultural credibility, extend
reach, and deepen emotional affinity across platforms.

Just Watches remained a critical pillar within the Company’s brand
ecosystem, integrating physical retail, digital presence, and social
engagement. The platform supported key launches, amplified
campaigns, and delivered premium consumer experiences. The
continued strategic focus remains on strengthening Just Watches
as the destination of choice for premium and luxury timepieces

through differentiated storytelling, influencer partnerships, and
brand-led activations.

Overall, the year’s marketing initiatives reflect a clear strategic
shift toward premiumisation, cultural relevance, and experience-
led brand building, ensuring that the Company’s brands remain
not only visible but meaningfully aligned with evolving consumer
aspirations.

The Company’s integrated operating model, encompassing
advanced manufacturing infrastructure, in house product design
and development capabilities, robust supply chain management,
and comprehensive after sales support, has enabled the OEM
segment to scale as a distinct and meaningful business vertical.
This end to end capability has driven operational leverage while
strengthening strategic, long term collaborations with marquee
brand partners. During the year, the Company acted as an OEM
partner to Flipkart, supporting several leading consumer brands.
Looking ahead, the Company intends to further expand its OEM
footprint through focused market development and partnership
led growth initiatives.

DIVIDEND

During the year under review, the Company paid dividend
amounting to Rs. 25,33,46,190 on two tranches of preference
shares. This payment was towards the old accumulated unpaid
dividends as well as the current year dividends till the date of
maturity of one tranche of preference shares that matured during
the year. The details of dividend paid during the year is given
below:

(A) dividend was paid with the approval of equity shareholders
in their 37th Annual General Meeting (“AGM”) on two
tranches of preference shares i.e. (i) dividend at the rate of
Rs. 0.009 per share on 0.09% non-cumulative redeemable
non- convertible preference shares amounting to Rs.
22,500 for the FY 2024-25 and (ii) dividend at the rate
of Rs. 1.388 per share 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.

(B) dividend was declared and paid by the Board of Directors
in their meeting held on November 4, 2025 on one
tranche of preference shares i.e. dividend at the rate of
Rs. 1.388 per share on 13.88% cumulative redeemable
non- convertible preference shares amounting to Rs.
12,71,40,800 comprising of Rs. 3,17,85,200 each for
the FY 2020-21 to FY 2023-24, with a view to pay off
all unpaid accumulated dividend on this tranche out of
available distributable profits.

(C) dividend was declared and paid by the Board of Directors
in their meeting held on March 20, 2026 on one tranche of

preference shares i.e. dividend at the rate of Rs. 1.388 per
share on 13.88% cumulative redeemable non- convertible
preference shares amounting to Rs. 3,08,27,290 on a
pro-rata basis from April 1, 2025 till date of maturity i.e.
March 20, 2026.

The above dividends as per (B) and (C) paid during the year
will be put up to the equity shareholders in their 38th AGM for
confirmation.

Further, the Board of Directors has, in its meeting held on May 26,
2026, recommended final dividend on preference shares as under:

(i) dividend at the rate of Rs. 0.009 per share on 0.09% non¬
cumulative redeemable non- convertible preference shares
amounting to Rs. 22,500 for the FY 2025-26,

(ii) dividend at the rate of Rs. 0.5 per share on 5% cumulative
redeemable non- convertible preference shares amounting
to Rs. 14,00,00,000 comprising of Rs. 1,75,00,000 each
for eight financial years from FY 2018-19 to FY 2025-26
and

(iii) dividend at the rate of Rs. 1.075 per share on 10.75%
cumulative redeemable non- convertible preference
shares amounting to Rs. 4,20,74,861 comprising of Rs.

1,27,10,952 for the FY 2024-25 and Rs. 2,93,63,909 for
the FY 2025-26,

with a view to pay off all accumulated unpaid dividends out of
available distributable profits. The final dividend will be subject
to the approval by the Members of the Company at their ensuing
Annual General Meeting.

The Board of Directors has not recommended any dividend on
equity shares of the Company and 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.

2,29,00,000, 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 20, 2026 on completing their
tenure of 20 years. These shares were redeemed on due date
out of distributable profits of the Company by creation of
Capital Redemption Reserve equivalent to face value of shares.

Consequent to redemption of these shares amounting to Rs. 2,290
lacs, the paid up preference share capital of the Company has
reduced to Rs. 6,481.52 lacs.

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC CONDITIONS AND OUTLOOK

According to the Reserve Bank of India’s Monetary Policy
Statement of April 2026, the global economic environment has
become increasingly complex following the outbreak of conflict
in West Asia, which has severely disrupted global supply chains
and intensified inflationary and growth challenges worldwide.
The resulting surge in uncertainty has led to a difficult trade off
for central banks between anchoring inflation expectations and
preserving growth. Global financial markets have responded with
hardening sovereign bond yields, driven by inflation concerns
and long term fiscal sustainability issues, alongside corrections
in equity valuations. Safe haven flows have strengthened the
US dollar, exerting pressure on major global currencies. The
possibility of further escalation, prolonged duration and wider
geographical spread of the conflict continues to represent a
significant downside risk to the global economic outlook.

Against this backdrop, the Indian economy demonstrated notable
resilience in FY 2025-26, with real GDP estimated to grow by 7.6
per cent year on year, supported by robust private consumption
and fixed investment, as well as strong performance in the
services and manufacturing sectors. Looking ahead, elevated
energy and commodity prices, potential supply disruptions from
geopolitical developments and heightened volatility in global
financial markets may act as moderating factors for growth in
FY 2026-27, particularly affecting domestic production and
merchandise exports. Nonetheless, sustained momentum in the
services sector, the continued benefits of GST rationalisation,
rising manufacturing capacity utilisation and healthy balance
sheets of corporates and financial institutions are expected to
underpin domestic demand. In this context, the Government’s
focus on scaling up domestic manufacturing in strategic and
frontier sectors, as outlined in the Union Budget 2026-27, augurs
well for India’s medium term growth trajectory. Taking these
factors into account, and assuming that geopolitical risks remain
contained, real GDP growth for FY 2026-27 is projected at 6.9
per cent, while inflation remains moderate, with underlying price
pressures subdued despite recent base effect led fluctuations.

OVERVIEW OF WATCH INDUSTRY

During FY 2025-26, the Indian watch industry demonstrated a
resilient performance despite global macro economic challenges,
supported by steady domestic demand and evolving consumer
preferences. The premium and luxury segments outperformed
the broader market, driven by rising disposable incomes,
premiumisation trends and increased acceptance of watches as
lifestyle and fashion accessories. Analog and quartz watches
remained resilient in both value and volume terms, supported by
gifting demand and design led premium offerings. The continued
expansion of e commerce and omni channel retail enhanced
market reach across Tier II and Tier III cities. Overall, the
industry remained on a stable growth trajectory, underpinned by
favourable demographics, brand led differentiation and sustained
consumer demand.

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

The Company continues to pursue a balanced growth agenda
underpinned by a combination of internal initiatives and selective
external opportunities, with a clear focus on building long term
value. In line with this strategic direction and responding to the
changing business environment, the Company has outlined the
principal drivers that are expected to support its future growth
trajectory.

Expansion of E-Commerce and Physical Distribution Channels

E-commerce has emerged as a structurally important growth
pillar for the industry and continues to scale rapidly, driven
by increased internet penetration, wider adoption of digital
purchasing, improving platform experiences and the nationwide
reach of online marketplaces. The growing prominence of quick
commerce formats has further strengthened this channel by
enabling faster fulfilment and enhanced convenience. Against
this backdrop, the Company views e commerce as a high
impact growth engine and remains focused on strengthening
its competitive position through a calibrated and multi pronged
approach.

The Company’s strategy in this channel is centred on deepening
engagement across leading e commerce and quick commerce
platforms through expanded assortments, improved visibility
and timely product launches. This is complemented by the
introduction of new collections across mass, fashion and luxury
segments, greater leverage of global and international product
portfolios, and enhanced use of data led insights to improve
demand responsiveness. Parallel emphasis is being placed on
scaling direct to consumer channels through brand websites,
supported by focused marketing initiatives, event led campaigns,
exclusive collaborations and limited edition offerings, recognising
their long term role in strengthening brand equity and customer
loyalty.

The trade channel, comprising distributors, dealers, showrooms
and key accounts, continues to represent the Company’s largest
and most stable sales platform. Growth in this channel is
being pursued through systematic expansion of points of sale,
enrichment of in store assortments, introduction of new and
differentiated product lines, including international collections,
and a broader presence across fashion and luxury brands. These
initiatives are supported by sustained investments in storefront
branding, upgraded fixtures and targeted marketing interventions
aimed at enhancing the overall consumer experience.

The Company continues to strengthen its presence in Tier II
and Tier III markets, leveraging a well balanced product mix
that addresses both affordability and aspiration, supported by
geographically tailored marketing strategies. Its diversified
portfolio, spanning mass, fashion and luxury categories and
comprising both domestic and international brands, enables the
Company to effectively address a wide spectrum of consumer
preferences.

As part of its long term strategy, the retail business model
has undergone a comprehensive transformation to improve
operational efficiency, productivity and scalability. This has begun
to yield improved performance across the retail channel. Further,
the acquisition of the ‘Justwatches’ brand, together with its
established premium retail footprint, is expected to meaningfully
strengthen the Company’s retail presence. Enhanced brand
presentation, deeper consumer engagement and an expanded
international product offering will continue to support growth
across large format retail stores.

Product portfolio:

The Company has built a comprehensive and well balanced
watch brand portfolio that is among the strongest in the Indian
market. Anchored by global capabilities and deep expertise in
product design and manufacturing, the portfolio addresses a wide
spectrum of consumer needs and preferences. Spanning premium
statement timepieces as well as reliable, functional watches for
everyday use, the range enables the Company to remain relevant
across segments and price points. This breadth, combined with
a strong organisational and sourcing framework, positions the
Company to compete effectively and drive sustainable growth in
a progressively dynamic and competitive market environment.

The Company’s growth strategy continues to be anchored in the
following key drivers:

• Product-led differentiation, with continued emphasis on
design, functionality, and value

• Premiumisation, through expansion into higher-value
segments supported by innovation

• Franchise-led portfolio development, enabling focused
growth across categories

• Collaborations and brand initiatives, enhancing consumer
engagement and visibility

• Channel expansion, including retail and digital platforms

• Portfolio diversification, ensuring balanced growth across
segments

These drivers collectively support a resilient and scalable growth
model.

Increasing Marketing initiatives:

Timex, an iconic American brand with a long heritage, continues
to remain culturally relevant by aligning itself with contemporary
consumer aspirations, particularly the growing preference for
intentional, analog living in an increasingly digital world. The
brand’s global “Analog Life, Make Time Yours” platform provides
a powerful and differentiated narrative that reinforces the value
of authenticity, mindfulness and personal connection with time.
As Timex progresses into its next phase of growth, marketing
efforts are focused on firmly establishing this philosophy as a core
brand equity pillar, allowing the brand to connect meaningfully
with younger and style conscious consumers without diluting its
legacy appeal.

To strengthen relevance across generations, the Company
will further sharpen Timex’s digital first engagement strategy,
leveraging global product stories, immersive content and data
driven campaigns to enhance brand salience and consumer
interaction. Marketing investments will increasingly be aligned
with key product launches and seasonal moments, supported by
an expanded media footprint and deeper integration with fashion
led platforms and events. This approach is intended to reinforce
Timex’s positioning as a contemporary, style relevant brand while
maintaining its core proposition of reliability and timeless design.

Alongside Timex, focused marketing initiatives are being
deployed across the Company’s fashion and luxury portfolio,
including GUESS, Versace and licensed brands such as Aston
Martin and Philipp Plein. The ‘Justwatches’ platform plays
a central role in this strategy, acting as a unifying brand and
communication hub across physical retail, e commerce and
social media channels. Building ‘Justwatches’ as a credible and
aspirational destination for premium and luxury timepieces will
be instrumental in amplifying digital reach, strengthening public
relations impact and enhancing the overall visibility and stature
of the Company’s premium brand portfolio.

Strengthening manufacturing capabilities

The Company’s manufacturing facility at Baddi, Himachal
Pradesh, represents a key pillar of its operational strength and
production excellence. Designed to support a wide range of
manufacturing requirements, the facility is equipped with
advanced technology and supported by a highly skilled workforce,
enabling consistent delivery of high standards of quality.
Its compliance with recognised global standards, including
SA 8000:2014 and ISO 45001:2018, reflects the Company’s
commitment to responsible operations, employee welfare and
process discipline.

The facility has the capability to assemble an extensive portfolio
of timepieces, ranging from core quartz analog and digital models
to more sophisticated products such as automatic watches,
intelligent quartz models, activity trackers and connected
smartwatches, including those featuring proprietary Indiglo
night light technology. In addition to meeting the requirements

of the Company’s own brands, the Baddi facility has established
a strong track record in servicing licensed and OEM partners,
earning sustained appreciation for quality and reliability. The
Company remains focused on fully leveraging this strategic asset
and will continue to explore avenues to optimise its capabilities
in support of future growth opportunities.

Internal and external stakeholder support

The Company’s performance and operational continuity are
underpinned by a strong foundation of experienced and capable
human capital. A professional and inclusive work culture,
supported by quality infrastructure and progressive employee
engagement practices, has enabled the Company to sustain
workforce stability and retain critical skills across functions.
Complementing this internal strength is a well established
ecosystem of backend and frontline partners who provide
dependable support across operations, distribution and customer
engagement. Together, these human and partner capabilities
constitute a key enabler of the Company’s growth and resilience,
and the Company remains committed to further strengthening and
investing in these relationships to support its long term objectives.

OPPORTUNITIES AND CHALLENGES

The Indian watch industry continues to present a compelling
growth opportunity, supported by a confluence of macro
economic, demographic and consumption driven trends.

• The Indian watch industry offers strong long term growth
potential, supported by a favourable macro economic
environment, moderating inflation, policy initiatives to
stimulate consumption, rising per capita incomes, rapid
urbanisation and increasing fashion led discretionary
spending.

• Wristwatch penetration in India remains relatively low,
providing significant headroom for market expansion
across consumer segments.

• Tier II and Tier III cities represent an important growth
frontier, driven by rising incomes, improving retail and
digital access, and increasing brand awareness.

• India’s young demographic profile, low median age and
expanding cohort of digitally enabled Millennials and Gen
Z consumers are expected to sustain demand, supported
by a growing middle class.

• Traditional analog watches continue to retain strong
relevance, with a large consumer base preferring classic
timepieces alongside emerging smart and connected
products.

• The expanding footprint of digital, e commerce and omni
channel retail platforms is reshaping the go to market
landscape and enabling broader and more efficient
consumer reach.

• Premiumisation trends and the rise of aspirational
consumers with higher disposable incomes are expected
to benefit branded, premium and luxury watch segments.

• Private label offerings are expected to play a meaningful
role by addressing value conscious consumers, bridging
the gap between unbranded and branded products, and
offering attractive margins to retail partners.

• The growing adoption of technology driven products such
as smartwatches, fitness bands and wearables is expanding
the overall size of the watch market.

• Strategic and tactical initiatives, including expansion of
OEM and allied businesses, remain focused on driving
revenue growth, improving capacity utilisation and
optimising operating costs, while navigating competitive
intensity and evolving consumer preferences.

RISKS & THREATS

The Company operates in an environment characterised by
evolving market dynamics, global interconnectedness and
accelerating technological change. To navigate this complexity,
a structured and forward looking risk governance framework
has been embedded across the organisation, enabling the early
identification, assessment and mitigation of risks that could
materially impact strategic objectives, operations or financial
performance. Risk oversight is exercised through periodic
reviews by the Risk Management Committee, with the Board
providing active supervision and strategic guidance on the overall
risk posture and mitigation priorities.

The Company has constituted a Risk Management Committee
comprising of Mr. David Thomas Payne as Chairman and
Mr. Deepak Chhabra and Ms. Meeta Makhan as members.
The Company has adopted a Risk Management Policy. The
Committee is entrusted with the responsibility to assist the Board
of Directors in:

(a) overseeing and approving the Company’s enterprise-wide
risk management framework; and

(b) overseeing that all the risks that the organization faces such
as strategic, financial, credit, market, liquidity, security,
property, IT, legal, regulatory, reputational, sustainability
(particularly, ESG related risks), information, cyber
security risks and other risks have been identified and
assessed.

There is an adequate mechanism in place for risks and uncertainties
that can impact its ability to achieve its strategic objectives, risk
assessment, risk mitigation and minimization procedures and
periodical review. Within this framework, the following key risks
and threats have been identified for ongoing focus.

• Financial and Cost Related Risks

The Company remains exposed to volatility in foreign exchange
markets due to its dependence on imported inputs. Adverse
currency movements, particularly depreciation of the Indian
Rupee, can exert pressure on margins. In addition, sharp and
unpredictable movements in gold and silver prices have the
potential to impact profitability, given their relevance in selected
product categories. To mitigate these risks, the Company is
progressively strengthening localisation initiatives, broadening
the domestic vendor base and pursuing cost optimisation measures
to reduce sensitivity to external price and currency fluctuations.

• Supply Chain and External Dependence

Manufacturing operations rely on the timely availability of
components sourced from both domestic and international
suppliers. Any disruption in material flows could create short
term imbalances in production and fulfilment. The Company is
addressing this risk through vendor diversification, indigenisation
efforts and closer collaboration with strategic suppliers to enhance
supply chain resilience and continuity.

• Product and Portfolio Transition Risks

The global shift towards technology enabled and fashion driven
wearables presents both opportunity and risk, particularly for
traditional analog watch categories. While consumer preferences
continue to evolve, the Company is mitigating this risk through
a dual track strategy comprising a clearly defined technology
product roadmap alongside expansion of premium fashion and
luxury portfolios. This balanced approach allows the Company
to participate in emerging segments while continuing to benefit
from premiumisation trends within analog timepieces.

• Channel Evolution and Market Access

Rapid growth in digital commerce, including e commerce, omni
channel retail and brand owned digital platforms, is reshaping
consumer buying behaviour. While the traditional trade channel
remains a major revenue contributor, failure to adapt to channel
shifts could impact market reach and competitiveness. The
Company is therefore pursuing a calibrated omni channel strategy,
balancing investments across online and offline platforms to
ensure sustainable and diversified growth.

• Competitive Intensity

The watch market remains highly competitive, with increasing
pressure from aggressive pricing, branding investments and
frequent product launches. To address this, the Company
continues to place strong emphasis on innovation, supported by
access to global design capabilities and supply chain expertise
within the Timex Group. This integration of global design insight
with local market understanding enables differentiated offerings
and faster response to emerging trends.

• OEM Business Concentration

The Company’s OEM operations presently exhibit a degree of
customer concentration, which carries risks associated with order
volatility, margin compression and operational strain. To mitigate
this exposure, the Company is actively pursuing diversification
of its OEM customer base, particularly across apparel and
organised retail segments, with a view to reducing dependency
and improving long term stability.

• Digital and Technology Adoption

As data driven decision making and automation become
increasingly central to competitiveness, insufficient pace of
digital transformation could constrain growth and efficiency.
Recognising this risk, the Company has initiated multiple
digitisation and automation programmes across business
functions to improve agility, transparency and scalability, while
strengthening readiness for a digital first operating environment.

• Brand Protection and Counterfeiting

The proliferation of counterfeit products poses an ongoing threat
to brand equity and consumer trust across the watch industry.
The Company remains proactive in market surveillance and
enforcement actions against counterfeit activity and continues to
support broader industry efforts to safeguard intellectual property
and brand integrity.

• Labour and Workforce Risk — Baddi Manufacturing
Facility

The Company’s manufacturing operations at Baddi, Himachal
Pradesh, are exposed to certain workforce related risks inherent
to labour intensive assembly activities. These include the
availability and retention of trained and skilled manpower,
increasing workforce mobility, and the potential risk of labour
disruptions. The expansion of watch manufacturing and assembly
capacities by competitors within the country has intensified
competition for technically skilled resources. In parallel, rapid
changes in manufacturing processes and product technologies
necessitate continuous upskilling of the workforce to maintain
productivity and quality standards.

The Company recognises its workforce as a critical driver
of operational stability and long term growth. Accordingly,
comprehensive recruitment, performance management and
succession planning systems have been established at the plant
level to ensure continuity of skilled manpower. Regular on the
job training, structured skill development programmes and
planned job rotation are deployed to enhance capability depth and
operational flexibility.

Employee engagement and retention are actively supported
through focused reward and recognition mechanisms, structured
engagement initiatives and welfare programmes. The Company
also maintains a strong emphasis on workplace safety, health and
employee well being, as reflected in its compliance with globally

recognised standards, including SA 8000 and ISO 45001:2018.
Labour related issues are closely monitored through established
communication and grievance redressal mechanisms, enabling
timely intervention and proactive risk management.

• Other Business and Operating Risks

The Company is exposed to a range of general business risks,
including those relating to information technology systems,
data integrity, business continuity and disaster recovery. Risks
associated with the retention of key managerial and technical
personnel, compliance with applicable laws and regulations,
contractual obligations, and litigation also form part of the
Company’s operating environment.

Further, broader macro economic factors such as changes
in political or legal frameworks, tax structures, commercial
regulations and global or domestic economic conditions may
influence business performance. These risks are evaluated
periodically through established internal processes, and
appropriate policies, controls and mitigation measures are
implemented to minimise their potential impact and ensure
business continuity.

DIRECTORSComposition

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

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 following matters relating to his re-appointment and
remuneration were approved by the Members of the Company
with appropriate majority, through resolutions passed by way of
postal ballot:

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.

Further, in terms of the provisions of the Companies Act, 2013,
Mr. David Thomas Payne, 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. David Thomas Payne 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 (KMP)
during the year. As on March 31, 2026, the Company had the
following KMPs:

1. Mr. Deepak Chhabra - Managing Director

2. Mr. Amit Jain - Chief Financial Officer

3. Mr. Dhiraj Kumar Maggo - Vice President - Legal, HR,
Company Secretary

Declaration by the Independent Directors

Pursuant to the applicable provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has received the requisite
declarations from all Independent Directors confirming that they
meet the prescribed criteria of independence and are independent
of the management of the Company. Based on these declarations
and on an assessment of the disclosures made, the Board is of
the opinion that each of the Independent Directors satisfies the
conditions of independence as stipulated under the Act and
the Listing Regulations. During the year under review, there
was no change in circumstances that could have affected the
independence of any of the Independent Directors.

The Board further confirms that the Independent Directors bring
with them a diverse set of skills, experience and professional
expertise across areas such as business leadership, retail, sales
and marketing, manufacturing, banking and finance, taxation,
governance and risk management, human resources and strategic
planning. Their collective experience and high standards
of integrity continue to add significant value to the Board’s
deliberations and decision making.

All Independent Directors have duly registered themselves with
the Independent Directors’ Database maintained by the Indian
Institute of Corporate Affairs, in accordance with the requirements
of the Act and the relevant Rules made thereunder.

The Company has also received affirmations from all Independent
Directors confirming their adherence to the Company’s Code of
Conduct for the financial year 2025-26.

Number of meetings of Board of Directors

The Board met seven times during the Financial Year 2025-26
on April 18, 2025, May 6, 2025, July 29, 2025, September 10,
2025, November 4, 2025, February 3, 2026 and March 20, 2026.
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. Corporate Social Responsibility Committee

6. 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
Directors’ Report.

NOMINATION AND REMUNERATION POLICY

Pursuant to the recommendations of the Nomination and
Remuneration Committee (“NRC”), the Board of Directors has
adopted a Nomination and Remuneration Policy in accordance
with the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. The Policy lays down a comprehensive framework
governing the identification, assessment and appointment of
Directors, Key Managerial Personnel and other employees, as
well as the principles and processes for determination of their
remuneration.

The Nomination and Remuneration Policy primarily addresses
matters falling within the remit of the NRC, including:

• establishing a structured process for identifying and
recommending individuals who are qualified and fit to be
appointed as Directors, Key Managerial Personnel, senior
management and other employees, as well as for their
removal, where applicable;

• defining criteria for determining qualifications,
professional attributes and independence of Directors;

• prescribing evaluation frameworks for the performance
of the Board, its Committees, individual Directors, Key
Managerial Personnel, senior management and other
employees; and

• setting out principles and processes for determining and
reviewing remuneration of Directors, Key Managerial
Personnel, senior management and other employees.

The Nomination and Remuneration Policy is available on the
Company’s website at www.timexindia.com. The Nomination
and Remuneration Policy has not been amended during the year
under report. The Company confirms that the remuneration paid
to Directors, Key Managerial Personnel and other employees
during the year is in accordance with the said Policy.

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 ofthe 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.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of the provisions of Section
135 of the Act, the Company has constituted a Corporate Social
Responsibility (“CSR”) Committee. The composition and terms
of reference of the CSR Committee are covered in the Corporate
Governance Report.

The Company has also formulated a CSR policy in accordance
with the requirements of the Act containing details specified
therein. The CSR Policy is available on the website of the
Company at https://www.timexindia.com/. Please refer to the
section, Investor Relations for accessing the CSR Policy. The
CSR Policy has not been amended during the year under report.

During the year under review, the Company has not undertaken
any CSR activities as due to absence of average net profits for
last three financial years, the Company was not required to spend
on CSR.

An annual report on activities as required under Companies
(Corporate Social Responsibility Policy) Rules, 2014 has been
appended as Annexure A to this Report.

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 Company has in place a Whistle Blower Policy that enables
employees, members of the Board and other stakeholders to
report concerns, in good faith, relating to any actual or suspected
violation of applicable laws, the Company’s Code of Conduct,
misuse or misappropriation of funds, gross wastage, abuse of
authority, unethical conduct, or any significant risk to public
health and safety. The Policy provides a secure and confidential
framework for reporting such concerns and ensures adequate
protection to whistle blowers against retaliation or victimisation.
The Policy also facilitates direct access to the Chairman of the
Audit Committee.

All matters reported under the Whistle Blower Policy are
examined and investigated in a fair and objective manner, and
appropriate actions are taken in accordance with the provisions
of the Policy. The Audit Committee periodically reviews the
functioning and effectiveness of the vigil mechanism and provides
oversight to ensure its proper implementation.

The Company affirms that no whistle blower is denied access to
the Audit Committee of the Board. Details of the Whistle Blower
Policy form part of the Corporate Governance Report and are also
available on the Company’s website at 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,
2026.

During the year under review, the Company made payment, net of
credits, aggregating to Rs. 15,058 Lakh by way of Central, State
and local sales taxes and duties as against Rs. 10,670 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, 2026.

LISTING

The Equity Shares of the Company are listed on the BSE Ltd. The
annual listing fee for the financial year 2026-27 has been paid to
the Exchange.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has established a robust system of internal controls
commensurate with the nature, size, scale and complexity of its
operations to ensure adherence to established policies, procedures
and applicable regulatory requirements. These controls are
designed to promote orderly and efficient conduct of business,
safeguard assets, prevent and detect frauds and errors, ensure
integrity of accounting records, and enable timely and reliable
financial reporting.

The internal control framework is supported by a clearly
defined organisational structure, documented policies and
delegated authority matrices, together with structured processes
for monitoring and review. A comprehensive internal audit
mechanism undertakes periodic audits, reports observations to
the Audit Committee and supports management in reinforcing
control effectiveness.

The Audit Committee regularly reviews the adequacy and
operating effectiveness of internal control systems and oversees
their consistent implementation. Internal Auditors and Statutory
Auditors attend Audit Committee meetings and provide
independent assessments on internal controls and financial
disclosures. The Committee is also apprised of corrective actions
undertaken by management in response to audit findings. The
audit scope and coverage are reviewed periodically by the Audit
Committee to align with evolving business and risk requirements,
while the Statutory Auditors evaluate internal financial controls
as part of their audit process.

AUDITORS AND AUDITORS’ REPORT

a. Statutory Auditors

M/s Deloitte Haskins & Sells LLP, Chartered Accountants
(Firm Registration No. 117366W/W-100018), were
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 2025-26 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) were appointed as the Secretarial
Auditors of the Company by the shareholders in their
37th annual general meeting. They have carried out the
Secretarial Audit of the Company for the financial year
2025-26. The Report given by the Secretarial Auditors
is annexed as Annexure B 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 Companies Act, 2013,

Securities and Exchange Board of India Regulations and
other corporate laws/ Circulars/Guidelines. The Annual
Secretarial Compliance Report issued by the Secretarial
Auditors is submitted to the Stock Exchange 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.

HUMAN CAPITAL AND PEOPLE STRATEGY

The Company’s ability to execute its strategy and sustain
growth is strongly anchored in the capability, commitment
and engagement of its people. Building and nurturing a high
performing organisation remains a strategic priority, with
continued focus on attracting, developing and retaining talent
aligned with the Company’s long term objectives. A collaborative
and performance driven work environment, supported by
transparency, participation and recognition of innovation,
underpins the Company’s people philosophy.

Talent development and capability enhancement form an integral
part of the Company’s human capital agenda. Structured learning
interventions, functional training programmes and continuous
skill building initiatives are conducted to strengthen workforce
competence and adaptability. Employee engagement initiatives
are regularly undertaken to foster alignment, motivation and
organisational cohesion, contributing to stable workforce
dynamics and low attrition levels.

The Company has also established a structured succession
planning framework for critical and senior leadership roles to
ensure leadership continuity and operational resilience. Policies
and practices across the organisation are firmly rooted in the
principles of performance orientation and meritocracy. At the
start of each performance cycle, clearly defined KRAs and KPIs
are set in alignment with the Company’s strategic priorities,
tracked through an integrated online performance management
system and linked to objective and outcome based performance
evaluations.

As at March 31, 2026, the Company’s workforce comprised
303 employees across locations, whose collective contribution
continues to play a vital role in supporting operational excellence
and the Company’s growth ambitions.

SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS

The Current Ratio decreased to 1.81 as of March 31, 2026, as
compared to 1.92 in the previous year.

The Inventory Turnover Ratio stood at 2.60 for the financial
year ended March 31, 2026, as compared to 2.41 in the previous
financial year.

The Net Profit Margin stood at 9.4% for the financial year ended
March 31, 2026, as compared to 5.8% in the previous financial
year, representing a 62% improvement, primarily driven by
higher profitability.

The Operating Profit Margin was 13.8% for the financial year
ended March 31, 2026, as against 9.2% in the previous year,
representing a 50% improvement due to operating leverage and
improved operational performance of the Company.

The Interest Coverage Ratio improved to 19.57 times for the
financial year ended March 31, 2026, as compared to 12.85 times
in the previous year. This improvement was driven by a 52%
increase in earnings before interest, primarily due to enhanced
business performance.

The Debt-Equity Ratio stood at 0.27 for the financial year ended
March 31, 2026, as compared to 0.40 in the previous financial
year. The ratio improved by 34%, primarily due to the redemption
of 13.88% preference shares amounting to Rs. 2,290 lakhs
along with ac cumulate d/unp aid dividends of Rs. 2,533 lakhs.
Additionally, during the year, the Company repaid the overdraft
facility amounting to Rs. 456 lakhs.

The Debtors Turnover Ratio improved to 14.16 for the financial
year ended March 31, 2026, from 10.17 in the previous year,
representing a 39% improvement driven by increased sales and
improved collection efficiency.

Return on Net Worth increased to 85% from 37% in the previous
year, representing a 128% improvement primarily due to improved
profitability on account of stronger business performance and the
redemption of 13.88% preference shares amounting to Rs. 2,290
lakhs along with accumulated/unpaid dividends of Rs. 2,533 lakhs.

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 26, 2026.

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) of the Act,
the Annual Return as on March 31, 2026 is available at the web
link - https://www.timexindia.com/wp-content/uploads/2026/06/
Timex-Draft-Annual-Return-2025-26.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 C 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, 2026, 42698 no. of
shareholders representing 97.79% 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. The Company 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/juris diction to deal with complaints of sexual
harassment of women as per the rules specified therein. All
the employees (permanent, contractual, temporary, trainees,
apprentices etc.) are covered under this policy.

The following is the summary of sexual harassment complaints
received and disposed off during the year 2025-2026:

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.

MATERNITY BENEFITS ACT, 1961

The Company has complied with the provisions relating to the
Maternity Benefits Act, 1961.

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 2025-26.

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 2025-26.

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 26, 2026