Directors Report of Timex Group India Ltd.

Mar 31, 2025

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

FINANCIAL RESULTS AND PERFORMANCE

(Rs. in Lakhs)

FINANCIAL RESULTS	2024-25	2023-24
Revenue from operations (including other income)	53,982	42,168
Profit before Interest and Depreciation	4,968	3,517
Less: Interest	361	383
Less: Depreciation	330	358
Profit before tax	4,277	2,776
Tax expense [Deferred Tax] *	1,135	692
Profit after tax	3,142	2,084
Total comprehensive income	3,145	2,077

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

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

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

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

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

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

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

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

At the core of our brand strategy is Timex, our founding brand and a
critical pillar of our analog watch segment. As the brand celebrates
its remarkable 170-year legacy, we take great pride in its enduring
heritage and iconic status in the global watchmaking industry.
Timex’s value proposition remains timeless—offering accessible,

high-quality timepieces that combine craftsmanship, design, and
affordability. Since its inception, Timex has consistently delivered
on the promise of democratizing engineering excellence, and we
continue to honour that commitment by ensuring our products
reflect thoughtful design, durability, and value for the consumer.

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

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

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

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

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

A cornerstone of the Timex legacy is the legendary $1 watch,
a product that forever changed the global watch industry and
solidified Timex’s reputation as a brand of the people. Launched
during a time when timekeeping was still considered a luxury, this

revolutionary offering democratized watch ownership—making
it accessible to the everyday consumer for the very first time.

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

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

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

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

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

In line with our commitment to innovation and market
differentiation, we recently introduced the Timex Vector
franchise—a bold, new addition to our portfolio that underscores
our engineering capabilities and product sophistication. Designed
for the modern consumer who values both performance and
presence, Vector is a collection of complex stainless-steel
timepieces, engineered with precision and built to make a
statement. These watches feature robust case constructions,
intricate dial detailing, and multi-function chronograph
movements—highlighting Timex’s technical prowess and
elevated design sensibility. With its distinctive industrial
aesthetic and premium finish, the Vector franchise serves as a
strategic entry into a more evolved, tech-forward segment of
the analog category. Early reception has been encouraging, with

the collection resonating strongly with young professionals and
urban consumers seeking a bold yet refined wristwear experience.
Vector not only strengthens our premium positioning within the
Timex portfolio but also reaffirms our commitment to pushing the
boundaries of accessible engineering and craftsmanship.

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

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

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

Meanwhile, TMX, our value-oriented label, continues to
demonstrate strong performance, particularly in tier 2 and tier 3
markets. By expanding into new segments such as kids, fashion,
and professional wear, TMX has successfully broadened its
customer base while maintaining its core appeal of affordable,

stylish timepieces. This brand remains a key contributor to our
volume-driven growth strategy and provides a solid foundation
for deeper regional market penetration.

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

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

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

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

Alongside its strong presence in the analog segment, the
Company continued to engage tech-savvy consumers with an

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

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

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

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

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

Building on this momentum, we amplified our global brand
campaign “Waste More Time,” featuring Ananya Panday as the
face of Timex. Her youthful energy and strong social media
presence helped the campaign reach a broader audience. The
“Waste More Time” theme was woven into IPL activities through
creative player content, influencer collaborations, and playful

brand integrations. Ananya Panday brought the campaign to
life through three breakthrough films, each celebrating simple,
joyful moments — from chatting with plants in our Spring-
Summer launch film to balancing books in a whimsical take
on work-life balance — reinforcing the core message: if it
makes you happy, it’s never a waste of time. The campaign
was further supported through digital collaborations, expansive
social media promotions, robust media coverage, print ads in
national and regional dailies, fashion magazines, and premium
outdoor advertising. Influencer-driven content aligned with the
campaign’s ethos of joyful, intentional living, while exclusive
partnerships with leading fashion media platforms helped extend
its reach.

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

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

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

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

Dividend

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

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

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

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

DIVIDEND DISTRIBUTION POLICY

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

CHANGES IN SHARE CAPITAL

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

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

Accordingly, pursuant to Section 55(3) of the Companies Act,
2013 and in accordance with the approvals of the shareholders,
Hon’ble National Company Law Tribunal (NCLT), Delhi and
the Reserve Bank of India, the Company has issued 2,73,15,264,
10.75% Cumulative Redeemable Non-Convertible Preference
Shares of Rs. 10/- each at par for cash to TGLW on private
placement basis, for the purpose of redemption of the said shares
alongwith accumulated dividend. The tenure of these shares is 20

years, with an option with either party for an early redemption
anytime. The total amount (Rs. 27,31,52,640/-) is equivalent to
the value of the principal amount (being Rs.15,70,00,000/-) plus
the unpaid accumulated dividend till the due date of redemption
(being Rs.13,03,91,380/-) on these shares, less the tax to be
deducted at source (being Rs.1,42,38,740/-).

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC CONDITIONS AND OUTLOOK

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

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

OVERVIEW OF WATCH INDUSTRY

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

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

GROWTH DRIVERS OF THE COMPANY

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

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

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

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

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

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

Last year, as a strategic initiative and to ensure long term
sustainable growth in retail channel, we had completely
overhauled our retail business model. This has helped us in
improving the productivity and growth of this channel. Further,
after acquisition of the ‘Justwatches’ brand last year, along with
its premium retail footprint, the transition of stores has been
completed during the year and this will further strengthen our

retail channel. Enhanced branding, consumer engagement, and
expanded international product offerings will also support growth
in large format retail stores.

Product portfolio:

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

1. Timex Business Unit

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

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

• Timex Core Franchise

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

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

• Collaborations— Expanding Product Reach through
Innovation and Strategic Partnerships

Timex is committed to creating compelling product stories
through innovative collaborations that resonate with new,
dynamic consumer segments. Our focus is on engaging
key demographics, particularly trendsetters and Gen-Z,

to elevate the visibility of the Timex brand. Through these
collaborations, we aim to increase revenue, deepen our
market penetration, and strengthen relationships with leading
global retailers.

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

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

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

• Reissues: Heritage Meets Innovation for Watch Enthusiasts

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

• Timex Vector: Expanding Our Premium Offering with
Precision Engineering

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

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

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

• Fria Collection: Empowering the Modern Woman

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

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

• TMX: Style and Affordability for Emerging Markets

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

• Helix: Redefining Youth Aspirations

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

2. Fashion and Luxury Products

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

3. Tech products and wearables

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

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

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

Increasing Marketing initiatives:

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

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

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

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

Strengthening our manufacturing capability:

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

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

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

Internal and External stakeholder support:

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

OPPORTUNITIES AND CHALLENGES

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

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

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

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

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

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

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

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

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

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

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

RISKS & THREATS

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

• Financial Risk

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

• External Environment

1. Supply Chain Dependency

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

2. Shift Towards Technology and Fashion Products

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

3. Evolving Sales Channels

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

4. Competitive Market Environment

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

5. OEM Business Concentration Risk

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

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

6. Digital Transformation and Innovation

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

7. Counterfeit Product Threat

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

• Labour risk at Baddi plant

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

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

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

• Other Risks

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

DIRECTORS

Composition

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

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

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

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

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

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

The results of the said postal ballot would be declared on or

before May 27, 2025.

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

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

Declaration by the Independent Directors

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

In the opinion of the Board, all Independent Directors of the
Company possess requisite qualifications, experience and

expertise in the fields of business management, retail, sales and
marketing, manufacturing, banking, finance and tax, governance
and risk, human resources, strategy etc. and that they hold highest
standards of integrity.

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

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

Number of meetings of Board of Directors

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

COMMITTEES OF THE BOARD

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Risk Management Committee

5. Share Allotment and Transfer Committee

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

NOMINATION AND REMUNERATION POLICY

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

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

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

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

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

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

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

EMPLOYEE REMUNERATION

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

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

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

FORMAL ANNUAL EVALUATION

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

The performance evaluation concluded that each individual
director, Committee, and the Board as a whole, were operating

efficiently and effectively. They shared a common vision aimed at
translating organization goals into reality

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

POLICY ON PREVENTION OF INSIDER TRADING

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

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

RELATED PARTY TRANSACTIONS

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

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

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

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

FINANCE

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

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

SEGMENT WISE REPORTING

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

Subsidiaries, Joint Venture or Associate Companies of the
Company

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

LISTING

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

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

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

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

AUDITORS AND AUDITORS’ REPORT

a. Statutory Auditors

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

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

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

b. Secretarial Auditors and Secretarial Audit Report

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

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

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

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

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

HUMAN RESOURCES

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

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

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

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

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

SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS

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

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

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

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

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

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

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

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

SECRETARIAL STANDARDS

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

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

MATERIAL CHANGES

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

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

EXTRACT OF ANNUAL RETURN

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

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

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

CONSERVATION OF ENERGY

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

DEMATERIALISATION

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

COST RECORDS

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

PREVENTION OF SEXUAL HARASSMENT AT

WORKPLACE

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

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

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

APPLICATION UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

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

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

(b) the directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company
at the end of the financial year and of the profit of the

company for that period;

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

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

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

(f) The directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Sd/-

David Thomas Payne
Chairman
DIN: 07504820

Place: Connecticut, USA
Date: May 6, 2025

---

Mar 31, 2024

The Directors are pleased to present the Thirty sixth Annual Report and Audited Statement of Accounts for the year ended 31st March 2024.

FINANCIAL RESULTS AND PERFORMANCE

(Rs. in Lakhs)
FINANCIAL RESULTS	2023-24	2022-23
Revenue from operations (including other income)	42,168	38,378
Profit before Interest and Depreciation	3,517	3859
Less: Interest	383	532
Less: Depreciation	358	360
Profit before tax	2776	2967
Tax expense [Deferred Tax] *	692	(1685)
Profit after tax	2084	4652
Total comprehensive income	2077	4656

*The Company has recognised one-time deferred tax assets as at March 31, 2023 in the financial results for the year ended March 31, 2023 as it is considered probable that future taxable profits will be available.

Financial year 2023-24 has been another good year for the company. The Revenue from Operations (including other income) recorded growth of 10% while the profit before tax has fallen by 6% over the previous year.

Trade channel, including distribution, dealers, showroom and key accounts, continues to be the largest revenue contributor. E-commerce channel has grown remarkably during the year supported by successful new products and brands launches, increased contribution by Timex Global products, addition of JW.com for our fashion and luxury brands, tactical marketing initiatives and strategic initiatives including segregation of products across channels etc. E-commerce and OEM channels have continued to support profitability and cash flow. Luxury segment has continued to grow significantly over the last year. The business growth has been supported by growth in significant fashion brands business, focussed approach on E-commerce channel growth, launch of exciting marketing initiatives and higher consumer traction for Timex brand watches.

The global geo-political factors including Russia-Ukraine war, currency depreciation, steep increase in raw material cost, shortage and cost increase of electronic components for smart watches etc. continued to pose challenges for the business. However, tactful planning and execution helped manage their impact well. on.

During the year under review, we continued to move forward with our defined strategy of focussing on analog watches as the

core with smart technology products driving growth. We believe that the core analogue business will grow with the strong product portfolio with popular brands across the value chain. While Timex brand is our prime focus and major business contributor, our other brands such as Helix and TMX are expected to grow exponentially at the bottom of the pyramid. The strong array of our other brands in fashion and luxury segment including Guess, Gc, Nautica, Furla, Ted Baker, Adidas Originals, Philipp Plein, Plein Sport, UNLTD., UCB, Versace and Salvatore Ferragamo, will further help in increasing our market share and give ample choice to the consumer in these segments.

We have continued to surprise the consumer with our exciting new product launches, developing innovative new product lines and introduction of new international brands and products for the Indian market. Launch of new products at higher price points helped increasing the average price point.

Timex, our founding brand, continues to be the bedrock of the company’s core product strategy focused on the analog segment. Celebrating its 170th anniversary, the Company could not be prouder of its legacy and watchmaking heritage. Just as we did 170 years ago, Timex continues to stand for value, accessibility, and attainability, with our number one goal being to put a well-crafted watch on consumer’s wrist while leaving money in his/ her pocket. We have been democratizing quality engineering since the beginning to bring consumers an innovative, well-crafted timepiece at an attainable price. Through our attention to detail and wide breadth of offerings, Timex continues to be synonymous with value for everyone.

Timex is not a watch, its an Icon. An icon is more than something people easily recognize; it’s a symbol whose distinct qualities transcend time and resonate with people across generations. Since 1854, Timex has proudly stood out in embodying the spirit of American ingenuity, boldly shaking up a 300-year-old industry to craft quality, accessible timepieces, and carving out our place in time with a long list of firsts. To this day, we continue to be defined by our commitment to innovation, quality, and style.

During the year, we developed compelling new product lines that captured the imagination of the consumer and the market alike. Taking huge strides in its appeal across age groups, the brand offered new collections to be relevant for the consumer with our diverse range of watches with traditional and contemporary designs to cater to different preferences and budgets, providing consumers with exceptional craftsmanship, unique design elements, and innovative features.

Leading the charge were our three core franchises - Marlin, Waterbury, and Q which have shown great acceptance by consumers in India as they have around the globe. These launches have reinvigorated the focus on premium Timex.

Marlin is 1960s cool. It delivers substance and style in equal measure, with unwavering swagger. The original Marlin watches first debuted in the 1950s and matured into a centerpiece of Timex’s broader collection in the 1960s. Today’s Marlin collection draws inspiration from that era, pulling both from Timex archives and 1960s culture more generally. Timeless and sophisticated, this collection draws on the best of the past while continuing to push Timex’s legacy of style, disruption, and quality into the future.

When the Waterbury Clock Company was founded in 1854, it upended the global timekeeping establishment, delivering high quality watches to the masses for the very first time. Today, the Waterbury collection continues to be Inspired by this same spirit. It is the quintessential expression of Timex watchmaking, combining classic timepieces with American sensibility while putting value—a fundamental part of any Timex watch—at its heart. Across this collection, Timex utilizes rich materials that showcases the brand’s ability to craft high-quality watches with enduring designs at affordable prices. This Waterbury balances Timex’s rich past with its pioneering spirit, always respecting what has come before while looking boldly to the future.

When the quartz crisis hit the watchmaking world in the 70’s, Timex leveraged this upheaval to embrace this technological change and create a full range of quartz watches. Born of a great pivot, this collection showcases Timex’s flexibility and agility, highlighting its ability to turn crisis to triumph. Today’s Timex Q collection started with the launch of the much-loved 1979 reissue, soon followed by several new colorways, design refreshes, updates, and additional reissues within the original Q line. Bold, irreverent and confident, the Timex Q watches of today carry some of the stylistic references of the late 1970s and early 1980s and more fully the same ethos that courageously allowed Timex to embrace new technology and create precise, affordable watches with statement-making designs inspired by innovation and change.

Timex Fria collection, one of our fastest growing collections, features feminine and organic shapes, with an emphasis on exploring new crystal cuts and bracelet designs. The watches balance functionality with fashion, serving as both a timepiece and a statement piece of jewellery. The Fria collection received an overwhelmingly positive response from the market, which is a testament to its innovative design and attention to detail. Overall, the Timex Fria collection showcases the company’s commitment to offering a diverse range of products that cater to different tastes and preferences, while also incorporating the latest trends and styles in the watch industry.

Crafted with compelling narratives that enhance our commercial opportunities, trend products allow us to extend our brand reach to new consumers through fashion and cultural trending moments.

Our youth fashion brand Helix was rejuvenated with a new brand identity and product DNA designed to offer stylish and affordable watches for young adults. Helix watches are designed to be functional yet fashionable, with a variety of styles and colors to choose from. The brand’s collection includes watches for both men and women, with features such as water resistance, multi-functions, and colorful dials. Helix watches are perfect for everyday wear or for adding a touch of style to any outfit.

TMX, our budget brand performed well across India and continues to be a pillar of success for the company in tier 2/3 markets. With introduction of new segments such as kids, fashion, and workwear, TMX has carved a good trajectory for itself and is poised to grow well. TMX offers affordable yet stylish watches for consumers looking for budget watch.

The fashion and luxury segment forms a significant part of the overall watch market and is growing well driven by factors like rising disposable income, increasing exposure to international brands, and growing demand for high-value products etc. With prominent international fashion brands in its portfolio, the Company is well positioned to grow this segment and increase its market share. We moved ahead in this direction with a focussed approach on new product introductions, product lifecycle management supported by attractive consumer offers and promotions, network expansion and business development, product launch events, influencer collaborations and investment in visual merchandising.

Guess brand watches continued to establish its fashion authority through introduction of disruptive designs for both men and women, new dial treatments and continuously elevating the collection architecture through new product introductions in already loved phoenix and headline watches which continue to contribute significantly to Guess business from Men’s category. Gc continues to introduce radically new case designs and surprise customers through exciting new products. The association of Guess & Gc with their brand ambassador, Georgina Rodriguez, famous Spanish Argentine model, influencer and TV celebrity has helped further increasing traction for these watches.

During the year, we introduced PLEIN SPORT watches in India. Strategically positioned between fashion lifestyle and sportswear, PLEIN SPORT is the new frontier of activewear in the luxury segment. With its hyper-futuristic approach, PLEIN SPORT has innovation welded into its core concept. Cutting-edge shapes, and incomparable innovative designs, combined with the thrill of the ultimate sporting performance experience, create a stylistic proposal that aims to highlight the brand’s specific and autonomous DNA. PLEIN SPORT watches are designed uniquely with style and comfort. Celebrating the determination and agility of the Tiger as the majestic symbol that guides the PLEIN SPORT universe, distinctive stylistic elements are developed all over the product.

In addition to its focussed approach on analogue watches, the Company continued to offer value products in tech & wearable

segment. To cater to the demand of the fitness conscious Indian consumer, the Company offered its tech product portfolio to meet a variety of price points and feature concepts across its brands like Timex, iConnect by Timex and Helix. With the right mix of performance and style, the Company’s tech portfolio presents compelling product choices for the Indian consumer of today. As a ‘Future Fit’ Company, made in India technology products will remain a focus of the Supply Chain strategy and in this direction, the Company has completely moved the smart watch assembly to India. For growth of this segment, the Company will increase the frequency of new products launches and lower the price points to be more competitive and relevant.

The business was supported with aggressive marketing investment in the brand to create mass awareness about Timex and its new global positioning. We continued our sponsorship of India Beach Fashion Week, which was scaled up from associate sponsor last year to lead sponsor this year. This is part of our initiative to constantly reinforce the fashion quotient of the brand. This was followed up with a high decibel multimedia campaign as sponsors of the Tata IPL defending champions team ‘Gujarat Titans’. Timex was the official timekeeper of the Gujarat Titans and was part of the team’s uniform. While the logo placement on the GT uniform helped in wider reach to audience, we also extensively marketed the campaign “Timex - Choice Of The Titans” during Tata IPL 2023 across multiple mediums like sponsorship of India’s Best Dancer on Sony TV, Times Of India print ads, Radio City - Cricket Ka Blockbuster, ads during Jio streaming, and outdoor campaign in key cities with high distribution footprint.

As a part of this trend, our global brand campaign “Waste More Time” was launched in India along with Ananya Panday as the face of the brand. Ananya reflects the youth and has wider reach across social media. The idea of ‘Waste More Time’ was seeded during our IPL campaign itself, where Shubman Gill was shown as practicing extra hours while his team felt he was wasting time somewhere. Ananya Pandey takes this further ahead in 3 pathbreaking films, where she is doing what brings her joy, doesn’t matter if others think its a waste of time. May it be her attempt last Diwali to twin with her dog, or she talking to plants as part of our Spring summer launch this year. The third film, slated for Q2 this year shows Ananya curating a fine selection of books, only to balance it on her head in a fun mood.

“Waste More Time” Campaign was launched pre Diwali with a social media collaboration with Ananya Panday and strong media support. Timex sponsored Indian Idol on Sony TV as part of this campaign, and reinforced this with Outdoor in premium locations, and a slew of influencer marketing content all curated as per the spirit of waste more time, if it makes you happy.

Apart from mass media, there was strong focus on ongoing media engagement and events through PR and season showcase events. Timex UFC range was launched in the presence our ambassador Anshul Jubli. Anshul is the face of UFC in India. He is the only Indian yet to have won a UFC match and the second Indian to win a UFC contract. The year also saw Guess & GC showcase at an influencer studded event.

This year also saw the launch of Timex Group Partner Event called TGP 23; a first of its kind company event where we invited all channel partners from across the country to showcase to them our upcoming collections across brands. The event also had a fashion show as a highlight where each of the brands across our business units TBU, TGLD, Sequel and FLD was showcased in a curated environment through models and attire that exude the spirit of each brand. This will be an annual affair to help us build deeper relationships with our channel partners and collaborate more effectively for business.

Further, E-commerce and E-tail performance marketing saw a renewed focus given the consumer behavior shift. We also launched the iconic Timex franchises like Q Timex, Waterbury and Marlin on the Timex India shopping website. This along with a renewed focus on marketing, led to a sharp growth

Apart from direct to consumer platforms, we also accelerated the marketing efforts on e-tail market places like Flipkart, Amazon, Myntra and Tata Cliq. In order to compliment the e-tail business, we launched the brand UNLTD as a Flipkart exclusive to begin with. UNLTD, with the famous Rhino symbol, is a streetwear brand, synonymous with music culture and diversity seamlessly blending music, design, illustration, video games, action sports, and more, creating a unique fusion of styles.

Retail marketing and brand reinforcement at the point of sale has been a strong focus especially in large format stores. For brand Guess, we sponsored the Watch Fest @ Lifestyle across our Top 30 doors with them. We also rolled out the Ananya Panday Waste More Time campaign across all leading points of sale. Influencer marketing combined with store visits is being used as a consistent tool to drive both brand awareness as well as point of sale awareness across the Group brands.

Our state-of-the-art facilities coupled with our expertise in product design, supply chain, after sales services etc., all available at a single point, have helped to grow OEM as a separate business vertical and a significant revenue contributor. During the year, the Company has worked as an OEM partner with Lavie, Woodland and Flipkart and Myntra for some of the most prestigious consumer brands in the industry. The Company will continue to grow OEM vertical with focussed business development measures.

Dividend

In view of the accumulated losses, the Board of Directors has not recommended any dividend for this year. The Company does not propose to transfer any amount to General Reserve on account of accumulated losses.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has

formulated and adopted the Dividend Distribution Policy. The Policy is available on our website at - https://www.timexindia.com/wp-content/uploads/2023/06/Dividend%20Distribution%20Policy.pdf

CHANGES IN SHARE CAPITAL

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

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

Accordingly, pursuant to Section 55(3) of the Companies Act, 2013, the Company has sought approvals of Hon’ble National Company Law Tribunal (NCLT), Delhi and the Reserve Bank of India for issuance of 2,73,15,264 Cumulative Redeemable NonConvertible Preference Shares of Rs. 10/- each at par for cash to TGLW on private placement basis, for the purpose of redemption of the said shares. The total amount (Rs. 27,31,52,640/-) is equivalent to the value of the redemption amount (being Rs.15,70,00,000/-) plus the unpaid accumulated dividend till the due date of redemption (being Rs.13,03,91,380/-) on these shares, less the tax to be deducted at source (being Rs.1,42,38,740/-). The Company is waiting for the approvals for further action.

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC CONDITIONS AND OUTLOOK

According to Reserve Bank of India’s May Bulletin, the outlook for the global economy is turning fragile as the descent of inflation is stalling, re-igniting risks to global financial stability. Capital flows have become volatile as nervous investors turn risk averse. There is a growing optimism that India is on the cusp of a long-awaited economic take-off Recent indicators are pointing to a quickening of the momentum of aggregate demand. Non-food spending is being pushed up by the green shoots of rural spending recovery. A modest easing of headline inflation in the reading for April 2024 confirms the expectation that an uneven and lagged pace of alignment with the target is underway.

Internationally there is a growing optimism that India is on the cusp of a long-awaited economic takeoff, the Bulletin noted. While revising India’s GDP growth upwards by close to 2 percentage points for 202324, the IMFs April 2024 World Economic Outlook (WEO) alludes to 1he robustness of growth expected in 2024 and 2025 as reflecting continuing strength in domestic demand and a rising working-age population. The OECDs May 2024 Economic Outlook points to strong momentum in India in recent monthly indicators and expects strong investment and improving business confidence in India to sustain real GDP growth. There is considerable appreciation about the dramatic reduction in

poverty. The World Bank estimates that at the height of the pandemic in 2021, only 12.9 per cent of the population lived on US$ 2.15 a day the global benchmark for extreme poverty. More recent estimates show that extreme deprivation, once considered synonymous with India, is set to become extinct.

OVERVIEW OF WATCH INDUSTRY

The financial year 2023-24 has been another good year for the overall watch industry where the industry grew after recovering from the impact of COVID-19 and low consumer demand. E-commerce and E-tail has seen higher growth over the retail channel which shows the consumer interest and choice of channel for spending.

We believe that the overall watch market size will continue to grow well and the fashion and luxury segment will have a higher chunk of growth. The smart wearable product market is also growing alongside the analogue.

GROWTH DRIVERS OF THE COMPANY

With its strategic projects both for organic and inorganic growth, the Company is focussed to maintain the growth momentum and achieve sustainable growth. In line with the growth plan and to keep pace with the fast-changing business environment, the Company has identified the following key growth drivers:

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

The E-Commerce channel has emerged as the preferred shopping channel and has been growing at a fast pace over the years. We believe that this channel will continue to grow at a faster pace when compared to other channels with the increasing internet users, growing online shopper base, growing comfort for online shopping, enhanced shopping experience and e-com platforms serving majorly the whole of the country.

The Company will continue to focus on increasing its market share in e-commerce segment through various measures including launch of exciting products through all key portals in E-commerce channel, direct online sales through brand websites, increasing and improving presence on all major e-commerce portals, offering more Timex Global collections, offering more fashion and luxury brand products and international range of products on this channel, engaging with consumer through exciting marketing initiatives alongwith special range of products, new launches, exciting exclusive and collab products etc. In addition to e-commerce on third party portals, the Company will also continue its focus on growing the business through its brand websites as it has its own long term advantages such as brand authenticity and consumer loyalty.

Trade channel, including distribution, dealers, showroom and key accounts continues to be our largest and profitable channel. Our focus will continue to be on increasing our market share

by increasing our reach along the length and breadth of the country. This channel will be grown by increasing the points of sale, increasing and improving the product line at shop floors, introduction of exciting new products range, international product range, giving consumer more choice with fashion and luxury brand products, better and improved marketing initiatives alongwith improved shop floor fixtures and furniture to give better shopping experience to the consumer etc. We will continue to grow Tier II / III markets with exciting range of affordable brands and products alongwith localised marketing interventions. Our wide variety of products ranging from mass to fashion to luxury and from Indian to international brands will help grow this segment. During the year, we have completely revamped our retail business model which will help growing our business through exclusive stores. Acquisition of ‘Justwatches’ brand alongwith premium retail stores will also help growing this channel. Improved marketing initiatives, branding, consumer engagement and international range of products will help growing our business in the large format stores.

During the year under review, Timex Group acquired “Justwatches” brand which is a renowned watch retail brand known for its unmatched multi brand watch retailing services. This is in line with our strategy of increasing our retail footprint in the country. The Company has taken over selected ‘Justwatches’ stores across the country and also the online webstore www.justwatches.com and is running them to reach to our consumer through our authorised franchisees. These premium stores located in luxury malls across the country will offer watches of all Timex Group Brand at one place giving ample choice to the consumer. This deal fits perfectly in Timex’s mission to stay close to its consumer. More than a decade old, ‘Justwatches’ has been a favourite destination for watch lovers for years. It has successfully delivered an excellent retailing ambiance, constant innovation, and service to its strong consumer base over all these years. Supported by its online shopping platform, ‘Justwatches’ has been able to truly provide its consumers with an omnichannel shopping experience.

Product portfolio:

The Company has built up one of the most formidable portfolios of watch brands in the Indian market, bolstered by its global organizational structure and an extensive depth of knowledge and experience in design and manufacturing. Company’s impressive range of products spans a diverse array of categories, from luxurious statement timepieces to practical and functional everyday watches, as well as cutting-edge tech wearables. This comprehensive product portfolio is not only compelling but also purposefully designed to facilitate sustained growth in an ever-evolving business environment.

1. Timex Business Unit

We continue to move ahead with our defined strategy of owning the analog segment unleashing our 170 years’ experience in keeping time for the world. The core analogue business will grow with the strong product portfolio with popular brands across the value chain. While Timex will

continue to be our prime focus, Helix and TMX will grow exponentially at the bottom of the pyramid.

The Company will continue to launch heritage products and trend-based collections under the Timex brand, including such celebrated collections as the Waterbury, Marlin, and Q series. These sought-after collections have rapidly gained consumer favour and acclaim, and the Company remains dedicated to launching more such captivating collaborations.

• Timex Core Franchise

As our key growth driver, the Timex Core Franchise are globally recognizable, quintessentially Timex and embodies the brand’s DNA of craftsmanship, quality, and affordability. Our core collections offer craftsmanship, accessibility, and breadth, embodying the true Timex DNA.

Our mission is to drive transformative growth by evolving our mainline offerings and leveraging our successes in Direct-To-Consumer (DTC). Collaboratively, with our sales and marketing teams, we are dedicated to crafting strategies that fuel robust development and expansion across all distribution channels.

• Collaborations and Reissues - Innovative product stories and collaborations that drive new consumers and expand product reach

Timex is committed to pioneering innovative product narratives and collaborations. Our mission is to captivate key demographics, from trendsetters to Gen-Z, elevate the visibility and credibility of the Timex brand, boost revenue, and foster connections with premier global retailers. We strive to be an incubator, consistently pushing boundaries in main line product development.

To date, we’ve forged collaborations with prominent streetwear and lifestyle brands, aiming to engage new consumers. Our goal is to showcase our credibility in the fashion world by leveraging our watchmaking expertise and the renown of our partner.

• Multi-year partnership products bring in new consumers while amplifying the Timex brand narrative

In the realms of gaming, entertainment, and comics, our partnerships are strategically crafted to amplify brand narrative and elevate revenue by tapping into passionate fans. This product line extends our reach to new audiences through long-term partnerships such as UFC.

• Reissues: A success story from day 1, our Timex reissues allow us to bring heritage to watch enthusiasts

Our Reissue series brings back some of our most iconic designs from the 1960s and 1970s. The Q Timex Reissue in particular, surpassed all expectations. The 1979 Reissue sold out 3x worldwide since launch. So, we’ve decided to turn it into a key franchise for the brand, with new drops every season.

• Fria

Women’s statement watch collection, Fria, will be further enhanced with fresh, innovative, and attractive designs. This segment remains a focus area for the Company and will be strengthened with product and marketing in the seasons to come. Designed for the modern woman, the collection will continue to build upon the strong base established in years prior and speak to the multifaceted woman of today.

In addition to the unwavering focus on the Timex brand, the Company’s impressive range of products spans a diverse array of categories, from luxurious statement timepieces to practical and functional everyday watches, as well as cutting-edge tech wearables. This comprehensive product portfolio is not only compelling but also purposefully designed to facilitate sustained growth in an ever-evolving business environment.

• TMX: Designed with style and affordability in mind; an optimal choice for price-savvy consumers

In our view, Tier-2 and smaller towns are emerging as the new centres of economic revival and growth, and as such, are expected to fuel sustainable growth. Tactical and targeted to win at point of sale, our TMX portfolio will continue to feature elevated style mixed with affordability, making it the perfect watch for our consumers across the various towns and cities of the country.

• Helix

With its brand-new identity, Helix brand will see a

rejuvenated product portfolio that is a true reflection of the

aspirations of youth of the country.

2. Fashion and Luxury Products

The Company boasts of a strong portfolio in the international fashion and luxury brands. With Guess, Gc, Nautica, Furla, Ted Baker, Adidas Originals, Philipp Plein, Plein Sport, Versace, Salvatore Ferragamo and UCB, this segment is well-positioned to capitalize on the growing demand for fashion and luxury brands in India and is expected to continue to be a significant contributor to the company’s growth in the years to come. The Company will continue to further strengthen up its brand portfolio by launching popular international lifestyle and fashion brands in India to cater to the high demand in the Premium Fashion, Bridge to Luxury and Luxury segments driven by upper middle-class customers and the continued affinity for international brands. The enhanced fashion and luxury brand portfolio will help gain better visibility and counter share in retail formats.

3. Tech products and wearables

Tech products and Wearables have seen strong growth across geographies. The Company has a robust product pipeline across the brands Timex and Helix to meet the demands of the fitness conscious Indian consumer at a variety of price points and feature concepts. The Company will continue to focus on strengthening its technology product road map.

The initiatives in product are driven by key insights on consumer and market and enabled by the deep technological and infrastructure strength of the Company. Projects to segment the company’s offerings into distinct categories based on specific characteristics or attributes are underway. With the goal of creating a more targeted marketing strategy that addresses the unique needs and preferences of each segment, allowing for more effective communication and product development, this strategic project will drive the new product introductions in the seasons to come.

Innovation remains one of the cornerstones of the Company’s growth strategy, with a steadfast focus on delivering products that leave a mark on the minds of consumers at a variety of price points. Looking ahead, the Company will continue to drive innovation while keeping a keen eye on emerging trends, all the while maintaining a strong connection with its rich heritage and legacy.

Increasing Marketing initiatives:

Timex is an iconic American brand and has always evolved with time. Timex stands for and exudes the mega trend of “Analog Life” prevalent these days, especially among the youth. In a world that rushes past, Timex invite you to take a moment - a moment to pause, reflect, and appreciate the subtle details that make life extraordinary. Timex stands as a testament to the joy of analog, and the enduring charm of the tangible. A Timex is a reminder that time belongs to you. As part of 170 years of Timex campaign, owning this Analog Life space is the next big focus for Timex.

The brand has remained relevant for ages, and we will continue to position it for a newer and evolving consumer base for future relevance. We will continue to leverage digital channels in order to portray the brand’s uniqueness through iconic global products. We will continue to focus on smart digital strategies to increase customer engagement.

The company is on a growth path and we will look to increase our share of voice in media to support the new launches planned through the year. To begin with we have plans for adding another male celebrity endorsement in near future. This will complement the Ananya Pandey campaign and take it forward to a larger audience. We are also looking to associate with more fashion events that will continue to reinforce the fashion quotient of the brand.

Apart from Timex, Guess, and Versace, we have also reinforced the marketing efforts across the groups licensed brand portfolio like Philip Plein, Plein Sport and UCB watches. ‘Justwatches’ is the pivot for this marketing as it provides an offline, web and social media presence which can be used to amplify the digital and PR messaging initiatives of all our brands. Building ‘Justwatches’ as the trusted home for premium and luxury watches will play a strong role in supporting the marketing and awareness of the Group’s premium and luxury licensed brands.

Strengthening our manufacturing capability:

Our most advanced, well-equipped and sophisticated manufacturing facility in Baddi, Himachal Pradesh is fully capable to fulfil all our product requirements. Baddi facility is fully equipped with advanced state of the art technology and equipment and well experienced watch makers to produce high quality watches. The facility has best of the class certifications such as SA 8000:2014 and ISO 45001:2018. It can assemble a wide array of exciting products ranging from basic Quartz Analog and Digital models including Ana-Digi watches to the technically advanced watches including the Automatic, Intelligent Quartz , Activity trackers and connected products ( Smart watches) and some of them having the Indiglo night light feature also.

In addition to assembling Timex Group brand watches, Baddi facility has very well fulfilled license brand and the OEM brand requirements for partners with high quality watches. These watches have been well appreciated by partners and ultimate consumer. We will continue to explore more such opportunities to leverage the Baddi facility.

Internal and External stakeholder support:

The Company’s business is supported by a team of highly skilled, experienced and motivated employees. The Company has been able to maintain low attrition rate and retain its experienced manpower by providing best of the class facilities, professional work culture and a friendly and fully engaged work place to its employees. The Company has a strong network of partners for both backend and frontend integration. These resources are crucial for our growth and we will continue to invest / improve them further.

OPPORTUNITIES AND CHALLENGES

The Indian watch industry has strong growth potential which is substantiated by the following factors:

1. India has very promising macro-economic factors including positive growth outlook of Indian economy, inflation coming under control, government’s boost for increasing demand and per capita income, Indian demography, urbanization, and increasing fashion spends of Indian population, are all assuring long term growth of the country. This will boost overall consumer demand and specifically demand for more discretionary goods including watches.

2. With the huge growth potential in lower tier cities, the business is expected to grow at faster pace.

3. Wrist watch penetration is very low in India which provides huge untapped potential to cover.

4. Traditional analogue watch segment has ample room to grow and majority of the Indian consumers still like to wear them compared with smart wearables.

5. The consumer demand will be further supported by consumption story led by the young (Millennial & Gen Z), digital savvy, low median-age (<30 years) and rising middle class consumers.

6. Growth of the new age digital sales channels such as e-commerce, online and omni channels will support growth of the overall watch market size.

7. Demand in watch industry will get boost from surge in aspirational consumer with high disposable income and premiumizing across categories.

8. Technology based products such as smart watches, bands and wearables are growing and are expected to further grow at a faster pace and will increase the overall size of watch market.

9. The Private Labels providing affordable products, capturing gap between unbranded and branded products and high retailer margin will support in further growth of the watch industry.

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

RISKS & THREATS

A well-defined risk management framework has been put in place to identify, evaluate and assess the potential risks and challenges and determine the processes to mitigate and manage the same. The Risk Management Committee periodically reviews and assesses the key risks. The potential risks to the operations are identified, evaluated, managed and monitored regularly. The Board periodically reviews the risks and suggests steps to be taken to mitigate and manage the same. The Company has identified the below specific key risks:-

• Financial Risk

1. Substantial part of the net worth of the Company has been eroded by the accumulated losses of the past years. However, the operational performance of the Company has significantly improved during the last couple of years and is expected to improve further with the focussed approach to strengthen the bottom line. While accumulated losses will be wiped off from profits over a period of time, the Company continues to recognize and monitor this risk closely.

2. Foreign exchange fluctuations with a falling rupee pose a risk for the Company’s margins as the Company imports significant amount of material. The Company is integrating with the Timex Global supply chain and taking measures to indigenise and develop indigenous vendors which will reduce the impact of adverse exchange rate fluctuations on the Company’s margins.

• External Environment

1. Majority of the products sold by the Company are assembled

in Baddi factory which in turn is dependent upon continuous supply of material from its vendors in and outside the country. Non-availability of material from these vendors may pose

short term imbalance and disturbance in the supply chain. The supply chain team is regularly working on diversifying the vendor base to mitigate this risk.

2. Technology and fashion products are witnessing fast growing demand. Fitness trackers and smart watches will also continue to grow. Growth of this segment might impact analogue business. To mitigate this risk, the Company has made a solid technology product roadmap and has introduced series of such products which have seen huge success. The Company will be coming out with more technology products for the users of this category. Further, the Company has added highly renowned international fashion and luxury brands in its portfolio and will continue to add more to support the growth in analogue segment.

3. With the increased penetration of internet, digital sales channel will grow faster. E-commerce sales, omni channel sales and online sales through the brand websites and e-retail venture are the focus areas for next level of growth. Currently, the retail channel including distribution, dealers, showroom and key accounts constitute major part of our revenue. The Company will increase its share in the online sales with its increased presence over all e-commerce portals and brand website.

4. Competition is increasing its investment in brand campaigns and is adopting price reduction techniques to disrupt the market. The Company believes that continuous innovation is key to success. Timex Group Global Design Centre located in Milan, and the Global Supply Chain organization supports the Company in creating differentiation and bringing cutting edge technology and designs to a highly competitive marketplace. By thinking and acting both locally and globally, we are constantly challenging ourselves to look at the future.

5. For OEM business, the Company is majorly dependent upon Flipkart and this business has other risks including high quantity and short lead time, low margins, pressure on production lines/ vendor capacities, impact on Timex main business on backend as well as frontend etc. This risk will be mitigated with OEM business development with other partners in apparel and retail category.

6. The world is moving towards digitization. Data has become the most important asset and has the potential to grow the business exponentially. For sustainable future growth, it is important to drive digital and encourage innovation across all functions. If the Company fails to adapt to digitalization, it may be left behind the competition and may lose business opportunities.

7. Fake / counterfeit products continue to pose challenge for the watch industry. The Industry needs to counter

this collectively. The Company keeps a close watch on counterfeit products and has been regularly taking legal action against counterfeiters.

• Labour risk at Baddi plant

Our Baddi facility has inherent labour risks of loss of trained manpower, labour movement, labour unrest, strike etc. With more watch assembly units being set up by competition in the country, we face risk of losing our technically trained manpower. Further, it is also important to upgrade the skill set of our labour in line with the rapidly changing nature of work and skills.

Our employees are our biggest asset and we need to always keep them motivated and engaged to enable them to contribute to Company’s growth. We have set up well defined policies and systems for recruitment and appraisal of employees at factory. With regular on-the-job training and job rotation, we ensure that we have seamless availability of trained and skilled manpower. Employees are motivated with reward and recognition programs, employee engagement activities, welfare activities etc. The Company’s environment, health and safety policies have been certified by world class certifications such as SA-8000 and ISO 45001:2018. All labour related issues are handled proactively and prompt action is taken to avoid any adverse situation.

• Other Risks

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

DIRECTORS

Composition

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

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

Ms. Gagan Makar Singh, Mr. Pradeep Mukerjee and Mr. Bjiou Kurien, Independent Directors of the Company, completed their second and final term as Independent Directors effective from the close of business hours of March 31, 2024 and accordingly, ceased to be Independent Directors and members of the Board of Directors of the Company. The Board of Directors places on record their deep appreciation for the wisdom, knowledge and guidance provided by Ms. Gagan Makar Singh, Mr. Pradeep Mukerjee and Mr. Bjiou Kurien during their tenure.

Based on the recommendations of the Nomination and Remuneration Committee and subject to the approval of the Members and in accordance with the provisions of Section 149 read with Schedule IV to the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Board of Directors, appointed Ms. Meeta Makhan, Ms. Dhanashree Ajit Bhat and Mr. Sanjeev Kumar as Additional Directors in the capacity of Independent Directors of the Company, not liable to retire by rotation, for a term of 5 years commencing from February 1, 2024 till January 31, 2029. On March 24, 2024, the Shareholders of the Company, by way of special resolutions passed through postal ballot, approved the appointment of Ms. Meeta Makhan, Ms. Dhanashree Ajit Bhat and Mr. Sanjeev Kumar as Independent Directors of the Company for the abovementioned tenure.

Further, based on the recommendations of the Nomination and Remuneration Committee and in terms of the provisions of the Companies Act, 2013, the Board, on February 1, 2024, appointed Mr. Marco Zambianchi as an Additional Director of the Company. On March 24, 2024, the Shareholders of the Company, by way of an ordinary resolution passed through postal ballot, approved the appointment of Mr. Marco Zambianchi as a Non-Executive Director of the Company. He will be liable to retire by rotation.

Mr. Sylvain Ernest Louis Tatu, Non-Executive Director of the Company resigned from directorship of the Company, effective from November 27, 2023, due to his personal reasons.

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 during the year.

Declaration by the Independent Directors

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

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

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

The Company has also received confirmation from all Independent Directors regarding their compliance with the Company’s Code of Conduct during the FY 2023-24.

Number of meetings of Board of Directors

Eight Board meetings were held during the financial year 202324 on April 14, 2023, May 17, 2023, May 23, 2023, July 14, 2023, August 9, 2023, November 3, 2023 and two meetings on February 1, 2024. All directors attending the meeting actively participated in the deliberations at these meetings. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. More details of the Board meetings have been provided in the ‘Report on Corporate Governance’.

COMMITTEES OF THE BOARD

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Risk Management Committee

5. Share Allotment and Transfer Committee

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

NOMINATION AND REMUNERATION POLICY

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

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

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

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

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

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

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

EMPLOYEE REMUNERATION

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

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

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

FORMAL ANNUAL EVALUATION

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

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

POLICY ON PREVENTION OF INSIDER TRADING

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has, on the recommendation of the Audit Committee, adopted a Policy to regulate transactions between the Company and its Related Parties. This Policy has been uploaded on the website of the Company at https://www.timexindia.com/wp-content/ uploads/2022/03/RPT-policy 24- march 2022.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 31st March, 2024.

During the year under review, the Company made payment, net of credits, aggregating to Rs. 7,943 Lakh by way of Central, State and local sales taxes and duties as against Rs. 6,985 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..

LISTING

The Equity Shares of the Company are listed on the BSE Ltd. The annual listing fee for the financial year 2024-25 has been paid to the Exchange.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

AUDITORS AND AUDITORS’ REPORT

a. Statutory Auditors

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

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

The Report given by M/s Deloitte Haskins & Sells LLP, Statutory Auditors on the financial statement of the Company for the year 2023-24 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

b. Secretarial Auditors and Secretarial Audit Report

M/s NKJ and Associates, Company Secretaries (Certificate of Practice No. 5233) have carried out the Secretarial Audit of the Company for the financial year 2023-24. The Report given by the Secretarial Auditors is annexed as Annexure A and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

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

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

In terms of Section 204 of the Companies Act, 2013, the Audit Committee recommended, and the Board of Directors appointed M/s NKJ & Associates, Company Secretaries (Certificate of Practice No. 5233) as the Secretarial Auditors of the Company for the financial year 2024-25. The Company has received their consent for appointment.

HUMAN RESOURCES

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

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

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

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

As on 31^st March, 2024, our team consists of 335 very efficient and dedicated employees across the country.

SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS

The Net Profit Margin was at 5% for the financial year ended March 31, 2024 as compared to 12.1% for the previous financial year. The ratio has reduced by 59% mainly due to change in deferred tax (deferred tax expense recognised in current year as compared to deferred tax income in previous year) and higher marketing and sales promotion partially offset by higher sales/business performance.

The Operating Profit Margin of the Company was at 8% for the financial year ended March 31, 2024 as compared to 10% for the previous financial year.

The interest coverage ratio was at 8.25 for the financial year ended March 31, 2024 as compared to 6.58 for the previous financial year. The ratio has improved by 25% due to reduction of interest expense on account of repayment of borrowings during the year.

The current ratio was at 1.85 for the financial year ended March 31, 2024 as compared to 1.47 for the previous financial year. The ratio has improved by 26% on account of increase in inventory as compared to previous year on account of introduction of new product during the year, and also increase in cash and cash equivalent.

The Debt Equity ratio was at 0.02 for the financial year ended March 31, 2024 as compared to 0.41 for the previous financial year. The ratio has improved by 95% mainly due to repayment of borrowings through cash generated from operations during the year.

The Debtors turnover ratio was at 8.09 for the financial year ended March 31, 2024 as compared to 7.6 for the previous financial year.

The Inventory turnover ratio was at 2.41 for the financial year ended March 31, 2024 as compared to 2.91 for the previous financial year.

The return on net worth has reduced to 26% from 77% due to change in deferred tax (deferred tax expense recognised in current year as compared to deferred tax income in previous year).

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 28, 2024.

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, 2024 is available at the web link - https:// www.timexindia.com/pdf/Timex_Draft%20Annua1_Return%202023-24.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 Listing Regulations, the Business Responsibility & Sustainability Report is provided in a separate section and forms part of the Annual Report.

CONSERVATION OF ENERGY

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

DEMATERIALISATION

The equity shares of the Company are being compulsorily traded in dematerialized form. As on 31st March 2024, 25,145 shareholders representing 97.70% of the Equity Share Capital are holding shares in dematerialized form.

COST RECORDS

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

During the financial year 2023-24, no such complaint was received across the organisation. Also, there was no pending complaints either at the beginning or at end of the financial year.

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

APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24..

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 2023-24.

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.

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Mar 31, 2022

The business witnessed sharp recovery during the financial year 2021-22 as compared to previous year and as a result, the Company recorded good operating and financial performance. The financial year was a volatile year which started with the second wave of COVID-19 when the business came down to a standstill for most part of the first quarter with localised lockdowns across the country. For survival and business continuity in such unprecedented situation, we shifted our focus on cash, cost and collection, channel correction, product and margin, and health and safety of employees and took various measures across the board.

The consumer demand improved from second quarter of the financial year with the COVID-19 situation coming under control, thanks to the world’s largest vaccination program of the Government of India combined with continuing monetary and fiscal support. While the recovery was led by the E-com channel with festival demand, attractive consumer events, marriage season led demand and new product introductions supported by exciting social media influencer campaigns, the offline channel remained under pressure.

The Q4 of the financial year again saw new challenges with the impact of third wave of COVID-19 and global geo-political factors including Russia-Ukraine conflict which resulted in currency depreciation, steep increase in raw material cost, shortage and cost increase of electronic components for smart watches and bands etc. However, the impact of these challenges on consumer demand was not much and the business saw good recovery as compared to last year.

With all-round thoughtful efforts of the Team ‘Timex’, the Revenue from Operations (including other income) during the financial year 2021-22 has increased by 87% over the previous

The Directors are pleased to present the Thirty fourth Annual Report and Audited Statement of Accounts for the year ended 31^st March 2022.

FINANCIAL RESULTS AND PERFORMANCE

(Rs. in Lakhs)
Particulars	2021-2022	2020-2021
Revenue from operations (including other income)	26,554	14,211
Profit/ (Loss) before Interest and Depreciation	869	(238)
Less: Interest	190	219
Less: Depreciation	357	354
Profit/ (Loss) before tax	322	(811)
Tax expense	-	(10)
Profit/ (Loss) after tax	322	(801)
Other comprehensive income	(20)	(12)
Total comprehensive income	302	(813)

year, and the profit before tax was Rs. 322 lakhs as against loss before tax of Rs. 811 lakhs during the previous year. The Company has grown at a faster pace as compared with the industry.

All sales channels have recovered well and shown improved performance during the year as compared to previous financial year and contributed well to the revenue growth. With a twopronged approach of exclusive analog lines in Timex and exclusive technology products in Helix, the E-Commerce channel has been a major contributor to the growth. Good institutional orders also helped in revenue growth. Distribution channel recovered at a slower pace but continues to be the largest sales channel. OEM business has also grown significantly.

Our strategy continues to focus on analog as the core with smart technology products driving growth. The core analogue business will grow with the strong product portfolio with popular brands across the value chain. While Timex will continue to be our prime focus, Helix and TMX will grow exponentially at the bottom of the pyramid. The strong array of brands in fashion segment including Guess, Gc, Furla, Ted Baker, Missoni, Adidas Originals, Philipp Plein and UCB, will help in increasing our market share and give ample choice to the consumer. Versace and Salvatore Ferragamo will cater to the consumer in the luxury segment. During the year, we kept up our momentum on new product launches, developing innovative new product lines and introduction of new international brands for the Indian market. We continuously launched products at higher price points thereby increasing our average price point.

The Q Timex Colour Series and Timex Automatics Collection were very well received by the market and had positive feedback from the users. Further, various collections across brands and luxury portfolio were launched with the Valentine’s Day Campaign. We launched ‘Timex Ceramics’ with two unique products with ceramic bracelets and impeccable stainless- steel cases. The Helix brand saw revival with exciting products supported by marketing initiatives during the year. The Helix Analog Collection was given a new minimal look with accents of colors to sprinkle class and fashion in the everyday go-to look. Helix smart watches were also well received by the market.

A new addition to the women’s portfolio, the Fria collection was launched in the period leading up to the festive season. Feminine and organic shapes exploring new crystal cuts, bracelet designs, balancing a watch and a jewellery piece to create the perfect statement collection, Fria was received with overwhelming positive response from the market.

In collaboration with Coca-Cola, we launched three commemorative styles to celebrate Coca-Cola’s time-honored 1971 ‘Hilltop’ commercial and the unity message it portrays. We also came together with contemporary luxury brand Judith Leiber to launch two limited-edition watch designs, the T80 digital and Q analog.

The Company’s budget brand TMX performed well in Tier2/3 towns which recorded fastest recovery. With consistent new

introductions, the TMX brand will continue to be a pillar of success for the Company in these markets.

As the fashion segment continues to dominate the Indian Watch Market, we launched new international brands in the fashion and premium fashion space during the financial year.

We launched legendary Italian fashion brand Missoni in the India market which is well known for its colourful knitwear designs, as well as its unmistakable zigzag motif. Strengthening the brand portfolio further in the fashion segment, we launched the brand Furla. The Furla watch collection captures its joyful elegance, passion for colour and longstanding Italian heritage. Designed for women who love the style, we launched Ted Baker watches with stainless steel bracelets, mesh bands, and leather straps that bring British fashion to your wrist.

The United Colors of Benetton Timewear range was launched as part of the licensing deal with Benetton India. Capturing the brand’s DNA of colors, playfulness, and social responsibility, the collection is built on four pillars that embody the brand ethos of Benetton backed by Timex’s watchmaking legacy. The success of the launch was marked by a vast digital amplification in leading mainlines, and native articles in magazines. Popular actors Sanjana Sanghi and Abhishek Verma were brought on board to break the announcement on social media, alongside a seeding activation resulting in huge social media chatter.

In a significant move, the Company got the manufacturing and distribution rights of Guess and Gc branded watches in India. Given Guess and Gc market share, reach and brand recognition in the fashion watch segment, the partnership will allow the Company to expand its business through the distribution of style driven product assortments to the fashion-focused customer base, further securing credibility among the fashion-conscious youth of India.

The Company will soon be launching, the Adidas Originals watch collection. The new range will blend Timex Group’s watchmaking and design expertise and Adidas Originals’ street culture inspiration, while keeping in mind the brand’s commitment to sustainability. Further, the Company will be launching the German luxury fashion house Philipp Plein which is known for his use of crystals, studs, multicolour plating, the military patterns and the innovative combination of precious and refined materials in iconic emblems such as the skull and crossbones, all of which are expected to find their way into watches and jewellery styles. Tech Wearables are seeing strong growth across geographies in India, and the Company maintained a robust product pipeline to meet the demand of the fitness conscious Indian consumer at a variety of price points and feature concepts. The fast growth of technology products has helped drive quicker recovery, especially in the E-Commerce channel. As part of the product roadmap for smart products, we launched Timex Fit and Timex Fit 2.0 smart watches with various smart features such as activity tracker, telemedicine features, high resolution, Bluetooth calling and many more. Further, we introduced smartwatches under the brand Helix namely, Helix Metalfit and Helix Metalfit 2.0 with various smart features such as heart rate monitor, SpO2 sensor, sleep and activity tracker, mobile notifications and music control. The

Company also launched its first Made in India smartwatch, the Helix Smart 2.0, to great success. Manufactured at the Baddi factory, the smartwatch is packed with features and is priced affordably in the country. With the right mix of performance and style, the Company’s tech portfolio presents compelling product choices for the Indian consumer of today. As a ‘Future Fit’ Company, made in India technology products will remain a focus of the Supply Chain strategy.

The new product launches were supported with a 360 degree GTM strategy. We focused on digital media, influencer campaigns and performance marketing for our marketing activities. Owing to the evolution of media due to the pandemic, storytelling became largely online focused and new formats emerged during the year under review. Hence, our social media influencer campaigns for key launches such as the Timex Fit, Q Timex Colour Series, Helix Smartwatch, Timex Fit 2.0, Timex X Coca-Cola, Helix Metalfit, Versace Greca Sport, and many more were successful. Timex Given for Generations was the most exciting campaign launch during the Q4 that celebrated the rich heritage of the brand.

The Company had started new OEM business last year which has grown to a sizeable level and was one of the fastest growing business verticals for the Company. With two new brands added during the financial year, the partnership with Flipkart has yielded significant returns for the Company while helping bring the Baddi factory to pre-covid production levels. The supply chain team has gone all over the board to support this business with timely fulfilment of orders with high quality products during challenging times. The Company aims to grow this vertical with tie-ups with more brands for this category.

COVID-19 Pandemic

The COVID-19 pandemic, continued to be a global challenge, creating disruption across the world. In the first three months of FY 2022, the second wave of the pandemic overwhelmed India’s medical infrastructure. While the business was on standstill, the Company continued to support the employees through this trying period. Free vaccination drives were organised for all employees at factory and other locations to ensure safety of all employees. Business disruption caused by COVID-19 pandemic resulted into negative impact on revenue, collection and cash flow during the first quarter of the financial year. However, the business saw good recovery thereafter. Still, the future of COVID-19 spread cannot be predicted and the appropriate action will be required to be taken as per situation.

Management believes that it has taken into account all the possible impact of known events arising from COVID-19 pandemic till date of approval of financial statements. However, the impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration and actual results may differ materially from these estimates. The Company will continue to monitor any material changes to future economic condition and any significant impact of these changes would be recognised in the financial statements as and when these material changes to economic condition arise. Based on an initial assessment of likely adverse impact on business and financial risks on account of COVID-19, the management is confident that

there is no medium to long term risks to the Company’s ability to serve its customers and markets and the use of going concern assumption has been considered appropriate by the Board of Directors in preparation of financial statements of the Company.

Dividend

In view of the accumulated losses, the Board of Directors has not recommended any dividend for this year. The Company does not propose to transfer any amount to General Reserve on account of accumulated losses.

MANAGEMENT DISCUSSION AND ANALYSIS ECONOMIC CONDITIONS AND OUTLOOK

The Indian economy recovered strongly during the period under review even as new variants of the COVID-19 virus fueled additional waves of the pandemic. While the first quarter of the FY 2022 was badly impacted by the second wave of COVID-19, the period thereafter has seen sharp recovery supported by the vaccination programme of the Government of India and good consumer demand during festival season. The India’s real GDP has grown at 9.2% during 2021-22 and RBI’s Monetary Policy Committee expects Indian economy to grow at 7.2% during 202223.

Still, it would depend a lot on how the pandemic plays out going forward, given the resurgence of the virus and the spread of infections. The challenges to business include the inflationary pressure in and availability of inputs, rising oil prices and inflation impacting consumer demand negatively, depreciating rupee and the uncertain market conditions which would require managing the business in a dynamic manner and altering operational priorities to suit the changing market conditions.

The long term India growth story remains intact and it will grow once it recovers from COVID overhang with consumption led by young and rising middle class with growing aspirations and willingness to spend, and lower tier cities and market emerging as new centers of economic revival & growth.

OVERVIEW OF WATCH INDUSTRY

The financial year, barring the first quarter, has been good for the watch industry and it has recovered fast from the impact of COVID-19 and low consumer demand during last year.

The new initiatives started by the Company last year including OEM business, exclusive products for online business and new product lines have shown good results. The Company will continue to engage in more such new initiatives to support growth and increase market share.

GROWTH DRIVERS OF THE COMPANY

The Company is focussed to maintain the growth momentum and achieve sustainable growth. In line with the growth plan and to keep pace with the fast-changing business environment, the Company has identified the following key growth drivers:

Growing E-commerce channel and increasing points of Sale:

Post pandemic, the E-Commerce channel has emerged as the preferred channel for shopping and has been the fastest growing

channel. We believe that this channel will continue to grow at a faster pace when compared to other channels with the increasing internet users, growing online shopper base, growing comfort for online shopping, enhanced shopping experience and e-com platforms serving majorly the whole of the country.

The Company will continue to focus on increasing its market share in e-commerce segment through launch of exciting products through all key players in E-commerce channel, omni channel, direct online sales through brand website and becoming a seller on all major e-commerce portals.

Consumer engagement and business through brand website is also a focus area. This channel provides authenticity and attracts consumer loyalty. We will continue to focus on growth of this channel and grow it to a sizeable level.

Distribution is our largest and profitable channel. We will continue to grow this channel along the length and breadth of the country. Tier II / III markets have seen fast recovery last year and we will continue to focus on growth of this segment with exciting range of affordable brands and products alongwith localised marketing interventions. Our wide variety of products ranging from mass to fashion to luxury and from Indian to international brands will help grow this segment. Further, we have a clear plan to grow our business in the large format stores with improved branding, increased consumer engagement and products relevant for this consumer segment. We will increase the presence of our exclusive stores in B & C class towns, which will help enhance the brand visibility, consumer insights, consumer engagement and showcasing of global collection.

Product portfolio:

The Company has one of the most powerful portfolios of brands in the Indian watch market, and with its global organization and breadth of expertise in design and manufacturing, the Company has a true advantage in a highly competitive marketplace.

From luxury statement timepieces to everyday utilitarian watches, to tech wearables, the Company’s product portfolio is compelling and designed to achieve sustained growth in a fast-changing business environment to ensure returns for all its stakeholders. With a view to give access to consumer to international brands and products, the Company has been launching strong fashion brands in India and the recent launches include Guess, Gc, Furla, Missoni, Ted Baker, to name a few. The Company will further strengthen its brand portfolio by launching popular international lifestyle and fashion brands in India to cater to the high demand in the Premium Fashion and Bridge to Luxury segments driven by upper middle-class customers and the continued affinity for international brands. The enhanced fashion brand portfolio will help gain better visibility and counter share in retail formats. Always maintaining a link to its roots, the Company will continue to launch heritage products and trend-based collections from its global portfolio under the Timex brand. These collections such as the Coca Cola Collaboration, the Judith Leiber Collaboration, and the Pac-Man series, have become consumer favourites and the Company will continue to launch more such collaborations. In addition to the above, the women’s statement watch collection

Fria will be strengthened with new innovative and attractive designs.

We have witnessed strong growth in Tech Wearables across geographies in India. The Company has a robust product pipeline across the brands Timex and Helix to meet the demands of the fitness conscious Indian consumer at a variety of price points and feature concepts. The Company will continue to focus on strengthening its technology product road map.

With Gen Z driving digital and market trends, the Company will continue to expand its youth portfolio with on-trend seasonal launches backed by social media marketing for the digital native young consumers.

Tier-2 and smaller towns are emerging as the new centres of economic revival and growth and are expected to drive sustainable growth. The Company recognizes this reducing urban-rural divide and is poised to grow its mass brand TMX with exciting new launches.

Innovative products that leave a mark in the mind of the consumer at various price points have been one of the pillars of the Company’s growth strategy for the past few years. With continued innovation, an eye on trends, and a strong connection with its legacy, the Company will maintain its focus on this pillar in the times to come.

Increasing Marketing initiatives:

Timex is an authentic American watch brand known for innovation, craftsmanship and a heritage of par excellence and all the marketing initiatives will continue to establish this brand image. We will continue to leverage digital channels in order to portray its brand’s uniqueness through iconic global products. We will continue to focus on smart digital strategies to increase customer engagement.

The Company will continue to translate its values to life by focusing on digital marketing, visual merchandising, tactical consumer initiatives and in-store visibility to achieve consumer delight. The Timex India website provides access to our new launches & technological advancements that only aims at delivering a seamless experience to our consumers.

Through marketing activities, we will continue to improve the brand imagery of our three core brands, Timex, Helix and TMX using digital marketing campaigns for tech savvy and young consumer utilising social media, influencers etc. Tactical marketing (VM, In-shop displays) would be used to ensure onground brand presence and displays in line with overall brand imagery to compliment awareness and drive in-store awareness. More initiatives would be taken to build awareness of fashion brands amongst target segment to take advantage of growing demand for fashion brands and drive future sales.

Marketing activities will be augmented with use of more digital means including use of high quality content creation (interactive/ 3D with the use of new technology like augmented reality etc.) for increased consumer engagement, use of artificial intelligence for faster service & for better customer experience along with high level of human touch, use of advance tools for data analytics & improved decision making etc.

Strengthening our manufacturing capability:

Our well-equipped, most advanced and sophisticated manufacturing facility in Baddi is fully capable to fulfil all our product requirements. The facility has well experienced watch makers and advanced state of the art technology and equipment to produce high quality watches. The facility has best of the class certifications such as SA 8000:2014 and ISO 45001:2018. It can assemble all sorts of watches including digital, Analogue, Ana-Digi, Indiglo® and Smart-bands/ watches.

In addition to assembling Timex Group brand watches, Baddi facility has very well fulfilled license brand and OEM brand requirements for partners with high quality watches. These watches have been well appreciated by partners and ultimate consumer. We will continue to explore more such opportunities to leverage the Baddi facility.

Internal and External stakeholder support:

With our team of highly skilled, experienced and motivated employees, we are confident of maintaining our growth momentum. The Company provides best of the class facilities to its employees which has resulted in low attrition rate and retention of experienced manpower. The Company has a strong network of partners for both backend and frontend integration. These resources are crucial for our growth and we will continue to invest / improve them further.

OPPORTUNITIES AND CHALLENGES

We are confident that the Indian watch industry is poised for a

strong growth which is substantiated by the following factors:

1. The growth outlook for Indian economy is bright on account of demographic, urbanization, and increasing fashion spends. This will boost overall consumer demand and specifically demand for more discretionary goods including watches.

2. The consumer demand will be further supported by consumption led by the young (Millennial & Gen Z), young, digital savvy, low median-age (<30 years) and rising middle class consumers.

3. Lower tier cities have huge growth potential. Consumer demand in these cities has recovered comparatively faster post COVID-19 pandemic coming under control. This segment would help growing the business at faster pace.

4. We expect exponential growth in new age digital sales channels such as e-commerce, online and omni channels. This will contribute to the overall growth of watch industry.

5. Demand in watch industry will get boost from surge in aspirational consumer with high disposable income and premiumizing across categories.

6. The watch industry demand will be further supported by rise of the Private Labels which provides affordable products, captures gap between unbranded and branded and high retailer margin.

7. Wrist watch penetration is very low in India which provides huge untapped potential to cover.

8. Majority of the Indian consumers like to wear traditional

watches which confirms further room for growth.

9. Technology based products such as Smart watches, bands and wearables are growing and are expected to further grow at a fast pace and will increase the overall size of watch market.

10. International / fashion brands and premium watches are witnessing growing demand by young population, which will improve the average prices and margins.

11. Our licensing arrangements with aspirational brands to start watch category will give additional boost.

12. Additional opportunities such as OEM business will help boost revenue, higher capacity utilisation and reduction in overheads.

RISKS & THREATS

A well-defined risk management framework has been put in place to identify, evaluate and assess the potential risks and challenges and determine the processes to mitigate and manage the same. The Risk Management Committee comprising of Managing Director and senior management executives, periodically reviews and assesses the key risks in consultation with the functional managers. The potential risks to the operations are identified, evaluated, managed and monitored regularly. The Board periodically reviews the risks and suggests steps to be taken to mitigate and manage the same. The Company has identified the below specific key risks:-

• Financial Risk

1. The accumulated losses of the past years have eroded substantial part of the net worth of the Company. Further, Company’s performance has been severely impacted due to COVID-19 pandemic. However, the operational performance of the Company has significantly improved during the year under review and is expected to improve further with the focussed approach to strengthen the bottom line. While accumulated losses will be wiped off from profits over a period of time, the Company continues to recognize and monitor this risk closely.

2. Foreign exchange fluctuations with a falling rupee pose a risk for the Company’s margins as the Company imports significant amount of material. The Company is integrating with the Timex Global supply chain and taking measures to indigenise and develop indigenous vendors which will reduce the impact of adverse exchange rate fluctuations on the Company’s margins.

• External Environment

1. Supply chain risks include dependence upon some key vendors, dependency on China for import of material, risk of availability and cost increase of inputs/ freight cost etc.

2. COVID -19 pandemic has badly impacted the entire demand and supply chain. If we see further waves of infection, it may have further impact on business.

3. Technology and fashion products are witnessing fast

growing demand. Fitness trackers and smart watches will also continue to grow. Growth of this segment might impact analogue business. To mitigate this risk, the Company has made a solid technology product roadmap and has introduced series of such products which have seen huge success. The Company will be coming out with more technology products for the users of this category. Further, the Company has added highly renowned international fashion brands in its portfolio and will continue to add more.

4. With the increased penetration of internet, digital sales channel will grow faster. E-commerce sales, omni channel sales and online sales through the brand websites and e-retail venture are the focus areas for next level of growth.

5. Competition is increasing its investment in brand campaigns and is adopting price reduction techniques to disrupt the market. The Company believes that continuous innovation is key to success. Timex Group Global Design Centre located in Milan, and the Global Supply Chain organization supports the Company in creating differentiation and bringing cutting edge technology and designs to a highly competitive marketplace. By thinking and acting both locally and globally, we are constantly challenging ourselves to look at the future.

6. For OEM business, the Company is majorly dependent upon Flipkart and this business has other risks including high quantity and short lead time, low margins, pressure on production lines/ vendor capacities, impact on Timex main business on backend as well as frontend etc. This risk will be mitigated with OEM business development with other partners in apparel and retail category.

7. The world is moving towards digitization. Data has become the most important asset and has the potential to grow the business exponentially. For sustainable future growth, it is important to drive digital and encourage innovation across all functions. If the Company fails to adapt to digitalization, it may be left behind the competition and may lose business opportunities.

8. Fake / counterfeit products continue to pose challenge for the watch industry. The Industry needs to counter this collectively. The Company keeps a close watch on counterfeit products and has been regularly taking legal action against counterfeiters.

• Labour risk at Baddi plant

The manufacturing facility of the Company is situated in Baddi Industrial area. It faces the potential risks emanating from a concentration of industries in one area like loss of trained manpower, labour movement, labour unrest, strike etc. are inherent at the location even though we have not had any industrial unrest in our factory ever since inception. Skilled manpower is critical for assembly of watches and

other processes. We face risk of losing our technically trained manpower as the competition is setting up manufacturing facilities in India. Further, with the rapidly changing nature of work and skills, there is a risk that our workforce is not equipped with the skills required for the new environment.

We understand that it is important to keep the employees motivated and happy to enable them to contribute to Company’s growth. We have well defined policies and systems for recruitment and appraisal of employees at factory. With regular on-the-job training and job rotation, we ensure that we have seamless availability of trained and skilled manpower. Employees are motivated with monthly rewards programs, employee engagement activities, welfare activities etc. The Company’s environment, health and safety policies have been certified by world class certifications such as SA-8000 and ISO 45001:2018. All labour related issues are handled proactively and prompt action is taken to avoid any adverse situation.

• Other Risks

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

DIRECTORS

Composition

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

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

Ms. Sharmila Sahai was re-appointed as Managing Director of the Company for a period of 9 months with effect from November 18, 2021. The matters relating to her re-appointment and revision of remuneration was approved by the members of the Company vide special resolution passed through Postal Ballot on March 29, 2022. However, she has resigned from the directorship of the Company with effect from March 27, 2022 due to her personal reasons.

Pursuant to the provisions of Section 160, 196, 197 and 198 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Deepak Chhabra was appointed as an Additional Director as well as Managing Director of the Company for a term of 3 years with effect from March 28, 2022. The Company has, vide postal ballot notice dated April 11, 2022, placed before the members, the resolutions for appointment of Mr. Chhabra as Director and Managing Director of the Company. The results of the said postal ballot would be announced on or before June 7, 2022.

In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sylvain Ernest Louis Tatu retires by rotation as a Director, and being eligible, offers himself for re-appointment. The Board recommends his reappointment as a Director.

Apart from change in the Managing Director of the Company being a key managerial person, as provided above, there was no other change in the Key Managerial Personnel during the year.

Declaration by the Independent Directors

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has received declaration from all Independent Directors confirming their compliance with the criteria of independence and their independence from the management. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board all Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of retail, sales and marketing, manufacturing, finance and tax, governance and risk, human resources, strategy etc. and that they hold highest standards of integrity.

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

The Company has also received confirmation from all Independent Directors regarding their compliance with the Company’s code of conduct during the FY 2021-22.

Number of meetings of Board of Directors

Eight Board meetings were held during the financial year 202122 on May 28, 2021, June 11, 2021, June 30, 2021, August 11, 2021, October 27, 2021, November 22, 2021, February 3, 2022 and March 15, 2022. 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 ofthe 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. Share Allotment and Transfer Committee More details with respect to the composition, powers, roles, terms of reference, etc. of these Committees are given in the ‘Report on Corporate Governance’ of the Company which forms part of this Annual Report.

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

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

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

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

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

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

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

EMPLOYEE REMUNERATION

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

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

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

FORMAL ANNUAL EVALUATION

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

The performance evaluation concluded on the note that each of the individual directors, Committees and the Board as a whole, were performing efficiently and effectively and shared a common vision to turn organization goals into reality.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

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

POLICY ON PREVENTION OF INSIDER TRADING

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has, on the recommendation of the Audit Committee, adopted a Policy to regulate transactions between the Company and its Related Parties. This Policy has been uploaded on the website of the Company at www.timexindia.com.

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.

No material related party transaction was entered during the financial year. Accordingly, the disclosure required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. The details of the related party transactions entered during the year are given in the financial statements of the Company.

FINANCE

The Company has not invited nor holds any fixed deposits. There were no overdue / unclaimed deposits as on 31^st March, 2022. During the year under review, the Company made payment, net of credits, aggregating to Rs. 3,553 Lakh by way of Central, State and local sales taxes and duties as against Rs. 2,137 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.

LISTING

The Equity Shares of the Company are listed on the BSE Ltd. The annual listing fee for the financial year 2022-23 has been paid to the Exchange.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

The Audit Committee regularly reviews the systems and operations to ensure their effectiveness and implementation. The Internal Auditors and Statutory Auditors regularly attend Audit Committee meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee is briefed about the corrective actions taken by the management on the audit observations. The Audit scope is

regularly reviewed by the Audit Committee for enhancement/ modification of scope and coverage of specific areas. The Statutory Auditors review the internal financial controls periodically.

AUDITORS AND AUDITORS’ REPORT

a. Statutory Auditors

M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), were appointed as the Statutory Auditors of the Company by the shareholders in their 29^th annual general meeting, to hold office for a period of 5 years from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting.

As the Statutory Auditors will be completing their current tenure in the ensuing Annual General Meeting of the Company, the Board of Directors has, in its meeting held on May 26, 2022, on the recommendations of the Audit Committee, recommended to the shareholders the reappointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/ W-100018), as the Statutory Auditors of the Company for the second term of 5 consecutive years from the conclusion of 34th Annual General Meeting till the conclusion of 39th Annual General Meeting. The Company has received their written consent and a certificate that they satisfy the criteria provided under section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and the rules framed thereunder.

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 2021-22 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

b. Secretarial Auditors and Secretarial Audit Report

M/s NKJ and Associates, Company Secretaries (Certificate of Practice No. 5233) have carried out the Secretarial Audit of the Company for the financial year 2021-22. The Report given by the Secretarial Auditors is annexed as Annexure A and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

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

During the year under review, the Secretarial Auditors had

not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section

134 (3)(ca) of the Act.

In terms of Section 204 of the Companies Act, 2013, the Audit Committee recommended and the Board of Directors appointed M/s NKJ & Associates, Company Secretaries (Certificate of Practice No. 5233) as the Secretarial Auditors of the Company in relation to the financial year 2022-23. The Company has received their consent for appointment.

HUMAN RESOURCES

2021-22 was another challenging year on HR front. The year started with the second wave of COVID-19. In order to keep our work force safe, we moved to work from home model during peak infection time and kept the work places closed for most part of the first quarter. The Baddi facility and warehouse worked for part of the quarter. We organised free vaccination drives for Baddi and regional office employees and ensured that all our employees are fully vaccinated. All COVID-19 safety protocols have been followed religiously across all locations. During these difficult time, new HR policies and initiatives were adopted considering care and empathy for employees. It was also important to take the team along towards individual and organisational success.

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

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

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

As on 31st March, 2022, our team consists of 345 very efficient and dedicated employees across the country.

SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS The Debtors turnover ratio was at 6.11 for the financial year ended March 31, 2022 as compared to 2.78 for the previous financial year. Increase of 120% in the ratio is mainly caused by sharp increase of 89% in Sales of the Company, Sales in the previous year was adversely impacted due to Covid-19 Pandemic as compared to the current year.

The Inventory turnover ratio was at 3.41 for the financial year ended March 31, 2022 as compared to 2.06 for the previous financial year. An improvement of 66% in the ratio is mainly caused by sharp increase of total cost of goods sold in line with increase in sales of the company.

The interest coverage ratio was at 2.69 for the financial year ended March 31, 2022 as compared to negative 2.70 for the previous financial year. The ratio has improved due to increase in the earnings before interest, which again has resulted due to reasons including increase in sales of the Company.

The Debt Equity ratio was at 1.53 for the financial year ended March 31, 2022 as compared to 0.23 for the previous financial year. The ratio has increased due to increase in the utilisation of working capital limits.

The Operating Profit Margin of the Company has improved from negative 1.67% to positive 3.27% due to increase in Operating profit. The Net Profit Margin has improved from negative 5.64% to positive 1.21% due to increase in the Net profits of the Company.

The return on net worth has increased from negative 64.8% to positive 19.4% due to increase in the net income and profit after tax of the Company.

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, 2022.

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.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3)(a) of the Act, the Annual Return as on March 31, 2022 is available at the web link

https://www.timexindia.com/wp-content/uploads/2022/06/Timex_Draft_Annual_Return_2021-22.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.

CONSERVATION OF ENERGY

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is

provided in Annexure B to this Report forming an integral part of this report.

DEMATERIALISATION

The equity shares of the Company are being compulsorily traded in dematerialized form. As on 31^st March 2022, 27,396 shareholders representing 97.58% 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. Accordingly, such records are not made and maintained.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

During the financial year 2021-22, no such complaint was received across the organisation. Also, there was no pending complaints either at the beginning or at end of the financial year. During the year, the Company has complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 read with Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Rules, 2013 and has formed necessary committees at all locations.

APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2021-22.

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 2021-22.

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/-

Place: Middlebury, Connecticut, USA David Thomas Payne Date: May 26, 2022 Chairman

DIN: 07504820

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Mar 31, 2018

The Directors are pleased to present the Thirtieth Annual Report and Audited Statement of Accounts for the year ended 31^st March 2018.

FINANCIAL RESULTS AND PERFORMANCE

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2017, in terms of the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs. Accordingly, financial statements for the year ended and as at March 31, 2017 have been restated to conform to Ind AS. More details on transition to Ind AS have been given in Note no. 34 to the financial statement.

Rs. in Lakhs

Particulars	2017-18	2016-17
Revenue from operations	21,015	20,062
(including other income)
Profit before Interest and	1,107	109
Depreciation
Less: Interest	210	277
Less: Depreciation	167	207
Profit/ Loss for the year	730	(375)

The year 2017-18 saw many challenges and surprises including subdued consumer demand due to impact of demonetisation, end of excise holiday period for the Company’s plant at Baddi, uncertainties due to introduction of Goods and Services Tax (GST), change in GST rate on watches in November 2017 from 28% to 18%, increase in custom duty on imported watches and consequent impact on the product pricing etc. Inspite of all these challenges, the Company has witnessed robust performance during the year 2017-18. The Revenue from Operations (including other income) during the year 2017-18 stood at INR 21,015 Lakh. The reported revenue growth figures are understated as the erstwhile excise duty equivalent also gets subsumed in the revenue component hence reducing the revenue growth. The revenue has grown by 14%, if the figures are re-stated for excise duty and GST. The net profit for the year was Rs. 730 Lakhs as against loss of Rs. 375 Lakhs in the previous year.

The difficult conditions were managed with meticulous planning and the focus was totally on long term thinking rather than short term gains. The Company passed on the benefits of GST rate reduction to the consumer with minimum disruption to the trade. The production and purchase teams rose to the occasion and managed the transitions proactively. The finance team supported in educating the vendor base and helped in getting the IT infrastructure ready.

The sales team showed resourcefulness to manage changes with minimum impact to the trade and consumers. While the watch market trend was to liquidate Company’s inventory by heavy discounting, our sales team focused on sell out of trade inventory and maximising Company’s profits.

All sales channels, except Canteen Stores Dept. (CSD) and B2B, continued their improved performance and contributed to the revenue growth during the year. Distribution channel continued to be the main contributor to the revenue. The new age channels, E-commerce and Omni Channel, are growing as per the plans. The Company followed its two-pronged product strategy of sustaining its traditional product portfolio and strengthening its fashion portfolio by launching premium stainless steel watches and technology products. The new collections developed by the Company have been well accepted both in Indian and international markets which have helped in improving the average selling price as well as increasing the sales to Group Companies globally. The Company also added new premium brands i.e. Gant, Cerruti 1881 and Nautica, in its traded brand portfolio which has also further strengthened the fashion portfolio in the price range of INR 10,000 - 25,000.

The Company, in collaboration with an Indian technology start up, developed a fitness band, which is a combination of fitness, safety and fashion and has several distinguished features including stainless steel case, premium mesh, leather and sports straps, SOS feature etc. This product saw a huge success and was highly appreciated. More such tech products will be rolled out in near future in line with the expectations of the young and tech oriented consumer segment.

During the year, the Company started online sales of its products through its website www.timexindia.com, a direct sales channel for sale of Company’s products to the ultimate consumer.

The Company has also forayed into distribution of writing instruments, under premium ‘Versace’ brand, which will enjoy the synergies of well established distribution channel of the Company.

To support the sluggish consumer demand due to impact of demonetisation and GST, an impactful multimedia advertising campaign and tactical seasonal campaign was used throughout the year. The launch of new Timex l Blink fitness band witnessed remarkable success and was one of the best advertising campaigns of the year. Other licensed watch brands like Versus, Versace and Salvatore Ferragamo also grew significantly, backed by in-store presence and selective advertising and PR campaigns.

The Company continued to focus on increasing operational efficiencies, better working capital management, increased supply chain capability and efficiency and control costs. Closure of 11 warehouses, with the introduction of GST, contributed to cost saving and improving operational efficiencies.

On the people front, the company continued to invest in employee development and enhancement of skills. Various employee engagement activities were organised at all locations throughout the year to keep the employees fully engaged and motivated. Salary benchmarking and revision was done for the critical positions. In order to ensure seamless availability of strong leadership, the Company has decided to embark upon a succession planning journey for critical roles at the senior leadership.

We kick started the calendar year 2018 by organising a meeting with trade partners to share our vision for the next three years. Global Chairperson, CEO, CFO and other senior executive attended the event and shared their confidence in the India market and their continued support for the India team.

Dividend

In view of the accumulated losses, the Board of Directors has not recommended any dividend for this year.

MANAGEMENT DISCUSSION AND ANALYSIS INDIAN ECONOMY

Reserve Bank of India expects the Indian economy to grow at 6.6% during the FY 2017-18 and 7.2% during 2018-19 as the roll-out of GST stabilises and credit off take improves. Good monsoon, inflation at sub 5%, buoyant consumer confidence, lower tax rates post GST, significant number of consumer promotions are the tailwinds that have helped the economy grow. There are early signs of revival in investment activity as reflected in improving credit offtake, large resource mobilisation from the primary capital market, and improving capital goods production and imports. The process of recapitalisation of public sector banks has gone underway and large distressed borrowers are being referenced for resolution under the IBC. Export growth is expected to improve further on account of improving global demand.

As per International Monetary Fund’s (IMF) latest forecast, India’s economy is forecast to grow 7.4% in the FY19 from 6.7% in FY18 and accelerate further in FY20 to 7.8%. There will be a gradual increase in India’s growth rate as structural reforms raise potential output.

It is expected that the higher economic growth will be coupled with increased purchasing power and strong private consumption which will boost the demand for watches as well as writing instruments going forward.

OVERVIEW OF WATCH INDUSTRY The fiscal 2017-18 has been a good year for the watch industry despite the impact of demonetisation and introduction of GST, changes in GST rate and custom duty on imported watches. Demonetisation and PAN disclosure for watches above Rs. 2,00,000 has impacted the luxury watch market. However, with the new international brands coming to India, industry is witnessing innovative distribution practices and realignment of market share.

The watch industry is expected to grow at a healthy rate on account of factors such as increasing purchasing power, introduction of new brands and wearable technology, improved distribution in Tier 3 and Tier 4 markets, increased activity of online e-commerce players etc. Fashion oriented young customer is increasingly buying watches which suit their lifestyles. This category of watches has been the fastest growing segment in the watch industry with the support of large format department store, boutique and mall led distribution and larger advertising spends.

Counterfeit and infringement of brands and intellectual property rights has posed a big problem for the industry and the industry as a whole has to deal with it. This is not only harmful for the brand owners but also for the customer who get the fake products and involves in unsolicited litigation. For protection of Company’s IPR and customers, the Company has been taking various measures including civil action and raids at the premises of such unscrupulous operators, customer awareness about fake products etc.

GROWTH DRIVERS OF THE COMPANY

The Company has been growing at a faster rate than the industry and is focused at maintaining this growth while ensuring returns for all its stakeholders. With a view to achieve sustained growth in the fast-changing business environment and the growing competition, the Company has laid down well thought plans and has identified the following key growth drivers:

Product portfolio:

The Company continues to focus on all consumer segments by bringing innovative products with cutting edge design and globally renowned brands to the Indian consumer.

The two growth drivers in the Indian watch industry are fashion and youth segments.

We launched Versus by Versace in the fashion segment in the previous years and we are now strengthening the segment by introducing fashion brands Nautica, Gant and Cerruti 1881 in the Rs. 10,000 to 25,000 price segment.

Youth brand Helix continues to appeal to the millennials and Gen Z of India, with its refreshingly unique design language. The Company is focused on enhancing the brand through investments in innovative marketing and retail execution.

We also see growth coming from the technology segment and will be enhancing our existing offering to further strengthen our tech oriented products. The launch of Timex Blink was an industry first at its price point with a stainless steel body, and fashionable variants such as rose gold.

In addition to the above, the Company is addressing the ethnic women segment with the launch of its high end ‘Fria’ collection. Enhancing the distribution footprint and increasing points of Sale:

Increasing the distribution footprint has been a key focus area for the Company. Strengthening Company’s presence in Tier 2 and Tier 3 markets will drive the growth. Growth will also come from improvement in our counter share in large format stores and opening new showrooms.

In sync with the new way of working of the CSD channel, our focus will be to refresh and enhance our product portfolio to drive increased contribution from this channel. To increase sell through, we will be investing in better presentation of our products in the canteens.

The E-commerce market is expected to grow exponentially with the increased penetration of internet and smart phone. To seize the opportunity in the growing E-commerce market, Timex will continue its collaboration with all the key players in E-commerce channel to grow the Timex product portfolio. The Company also has in place an omni channel strategy to reap benefits of e-commerce. It started online sales of its products through its website www.timexindia.com which provides a direct sales channel to ultimate consumer.

Increasing Marketing initiatives:

To take the brand to the next level, we will invest further to increase the visibility and aspiration for our different brands. Innovative methods will be used to win the battle at the shop floor with the world class display and promoters. Digital marketing and Social media will engage with consumers directly. Press /TV advertisement will be used to make announcements about new launches or consumer promotions.

Strengthening our manufacturing capability:

With the increase in custom duty on imported watches, the India manufacturing facility has become more important to drive growth. We will be assembling Versus brand of watches in India and also looking at assembling other traded brands. The manufacturing facility in India has become an important manufacturing hub for India as well as group companies globally. This will support the growth of both the top line and bottom line of the Company.

Internal and External stakeholder support:

The Company enjoys the support of highly engaged and motivated employees with very low attrition rate which will continue to take the Company to the next level of growth. Suppliers and trade and institutional sales partners have always contributed their best for the Company’s growth.

Managing Regulatory changes:

We are fully equipped with the IT infrastructure to comply with all regulatory changes. Trade partners as well as vendors will continue to be supported by us to adapt to the new regulatory requirements as well as Timex Group’s global requirements. The Company has well designed systems and processes in place to ensure updation and compliance with all regulatory changes.

OPPORTUNITIES AND CHALLENGES

The Indian watch industry has strong growth potential which is substantiated by the following factors:

1. Only 35% of population wear wrist watches and only 5% of them own multiple watches.

2. Emerging middle class with the growing disposable income and purchasing power is expected give a boost to the watch industry.

3. Increased demand in fashion brands and premium priced watches by young population with improved education will improve the average prices and product margins.

4. E-commerce, online and omni channels will bring the next

level of growth for watch industry.

5. New technology and advance hi-tech products including fitness trackers and smart watches will create excitement and grow the market.

6. The Company will continue to grow in double digit with its strong product portfolio, brand perception and customer service.

RISKS & THREATS

A well-defined risk management framework has been put in place to identify, evaluate and assess the potential risks and challenges and determine the processes to mitigate and manage the same. A Committee comprising of senior management executives has been constituted to periodically review and assess the key risks in consultation with the functional managers. Detailed exercise has been carried out to identify, evaluate, manage and monitor the potential risks to the operations of the Company. The Board periodically reviews the risks and suggests steps to be taken to mitigate and manage the same.

The below specific key risks have been identified by the Company:-

- Financial Risk

1. The accumulated losses have eroded substantial part of net worth of the Company. However, the Company has improved its operational performance significantly over the last couple of years and as a result has reported profits in the year 2017-18. Accumulated losses will be wiped off from profits over a period of time. As per Company’s business plans, its funding requirements will be comfortably met through internal accruals and borrowings from Banks.

2. There is a risk on the Company’s margins due to adverse fluctuation in the foreign exchange as the Company imports substantial amount of inputs. Continued efforts to indigenise will help protect the Company from any adverse exchange rate fluctuations.

- External Environment

1. Fashion category is the fastest growing watch category. Fitness trackers and smart watches, though at a nascent stage of development, will continue to grow. To cater to fashion segment, the Company has added more international brands, such as Cerruti 1881, Gant and Nautica, into its product range. The launch of Timex l Blink fitness watch cum tracker with SOS feature has been a great success.

2. With the increase of internet usage, online sales will grow faster than the distribution channel. The Company has adopted omni channel sales model and started online sales through its website www.timexindia.com to tap the online consumers.

3. Mobile handset manufacturers and technology companies are investing on wearable technology. Wellness companies also are launching bands which are an extension to their health apps. Technology companies are tying up with various watch manufacturers to integrate technology with watches. The Company believes that continuous innovation is key to success. Timex Group Global Design Centre located in Milan, and the Global Supply Chain organization supports the Company to create differentiation and bring cutting edge technology and designs to a highly competitive marketplace. By thinking and acting both locally and globally, we are constantly challenging ourselves to look at the future.

4. Fake / counterfeit products have posed a big problem for the industry. The Industry needs to counter this collectively. The Company has been regularly taking legal action against counterfeiters.

- Internal Environment

Import of raw material may get affected due to external environment. The Company is integrating with Timex Global supply chain to develop alternate indigenous vendors.

- Other Risks

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

DIRECTORS

Composition

The Board of Directors comprises eight (8) Directors consisting of four (4) Independent Directors, three (3) Non-Executive Directors and One (1) Managing Director.

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

Mr. Tobias Reiss Schmidt was appointed as an additional director of the Company with effect from January 31, 2018. He holds the office until the forthcoming Annual General Meeting. The Company has received requisite notice pursuant to Section 160 of the Companies Act, 2013 from a member proposing the candidature of Mr. Tobias Reiss Schmidt as Director of the Company. The Board recommends his appointment as Director of the Company, liable to retire by rotation.

Mr. David Thomas Payne resigned from the position of director with effect from January 30, 2018. He was again appointed as an Additional Director and Chairman of the Company with effect from April 20, 2018. He holds the office until the forthcoming Annual General Meeting. The Company has received requisite notice pursuant to Section 160 of the Companies Act, 2013 from a member proposing the candidature of Mr. David Thomas Payne as Director of the Company. The Board recommends his appointment as Director of the Company, liable to retire by rotation.

Ms. Sharmila Sahai has been re-appointed as the Managing Director of the Company for a term of one year with effect from November 18, 2017 which has been approved by the shareholders through postal ballot on April 13, 2018.

Mr. Colin Davis Arsenault resigned from the position of director and Chairman of the Company with effect from April 16, 2018. In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Anil Malhotra retires by rotation as a Director, and being eligible, offers himself for re-appointment. The Board recommends his re-appointment as a Director.

There was no change in the Key Managerial Personnel during the year.

Declaration by the Independent Directors

All Independent Directors have submitted declarations confirming that they meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Independent Directors have also confirmed compliance with the Company’s code of conduct during the FY 2017-18.

Number of meetings of Board of Directors

Four Board meetings were held during the financial year 20172018 on May 25, 2017, September 11, 2017, November 6, 2017 and January 31, 2018. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

5. Share Allotment and Transfer Committee

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

REMUNERATION POLICY

The Board of Directors has adopted a Policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of the Directors and other matters as per sub-section (3) of Section 178 of the Companies Act, 2013. This Policy is attached as Annexure A and forms an integral part of this Report.

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 are provided in the Annual Report, which forms part of this Report.

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

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

FORMAL ANNUAL EVALUATION

The Board has carried out performance evaluation of itself, its Committees and each of the Directors (without participation of the concerned director). Independent Directors collectively evaluated the Board’s performance, performance of the Chairman and other non-independent Directors. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

The performance evaluation concluded on the note that each of the individual directors, Committees and the Board as a whole, were performing efficiently and effectively and shared a common vision to turn organization goals into reality.

VIGIL MECHANISM

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

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

POLICY ON PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has framed a) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and b) Code of Fair Disclosure. 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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS

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 is in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy has been uploaded on the website of the Company at www.timexindia.com.

All related party transactions entered during the year under review were in the ordinary course of business, on arm’s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For transactions which are foreseen and repetitive in nature, omnibus approval of Audit Committee is obtained at the beginning of the financial year. 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.

No material related party transaction was entered during the financial year. Accordingly, the disclosure required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. The details of the related party transactions entered during the year are given in the financial statements of the Company.

FINANCE

The Company has not invited nor holds any fixed deposits. There were no overdue / unclaimed deposits as on 31^st March 2018. During the year under review, the Company made payment, net of credits, aggregating to Rs. 3,684 Lakh by way of Central, State and local sales taxes and duties as against Rs. 4,356 Lakh in the previous year.

SEGMENT WISE REPORTING

The segment wise information is provided in the Notes to the Accounts.

LISTING

The Equity Shares of the Company are listed on the BSE Ltd. The annual listing fee for the year 2018- 2019 has been paid to the Exchange.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

AUDITORS AND AUDITORS’ REPORT

a. Statutory Auditors

M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), were appointed as the Statutory Auditors of the Company by the shareholders in their 29^th annual general meeting, to hold office for a period of 5 years from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting.

The Board of Directors has, in its meeting held on May 24, 2018, on the recommendations of the Audit Committee, recommended to the shareholders the ratification of appointment of M/s Deloitte Haskins & Sells LLP as the Statutory Auditors of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under section 141 of the Act and that the ratification of appointment, if made, shall be in accordance with the applicable provisions of the Act and the rules framed thereunder.

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 2017-18 is part of the Annual Report. There is no qualification, reservation or adverse remark or disclaimer in their Report.

b. Secretarial Auditors and Secretarial Audit Report

M/s NKJ and Associates, Company Secretaries (Certificate of Practice No. 5233) have carried out the Secretarial Audit of the Company for the financial year 2017-18. The Report given by the Secretarial Auditors is annexed as Annexure B and forms integral part of this Report. There is no qualification, reservation or adverse remark or disclaimer in their Report. 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.

In terms of Section 204 of the Companies Act, 2013, the Audit Committee recommended and the Board of Directors appointed M/s. NKJ & Associates, Company Secretaries (Certificate of Practice No. 5233) as the Secretarial Auditors of the Company in relation to the financial year 2018-19. The Company has received their consent for appointment.

HUMAN RESOURCES

The Company continued its efforts to attract, develop and retain the right talent. In this direction, salary benchmarking and revision was done for the critical positions. To ensure seamless availability of strong leadership, the Company has decided to embark upon a succession planning journey for critical roles at the senior leadership.

Training calendar has been developed to enhance the skills of the employees at all levels. Various training programmes including product training, Global Online Learning Management Solution etc. were conducted during the year. The Company also focused on conducting various employee engagement activities at all locations throughout the year to keep the employees fully motivated and aligned.

In order to imbibe and strengthen the culture of performance and meritocracy at all levels of the organisation, the employees continued to focus on smart KRAs and KPIs in line with the Company’s growth strategy and plan. The online performance management system, ‘Workday’, has been put in place for setting up of smart goals and objectives of all employees and thereby tracking it on a regular basis. Appraisals are also linked with these smart goals and objectives.

The Company comprises a small team of professionals, who are result oriented, committed and loyal. As on 31^st March 2018, the Company had 381 employees on its rolls.

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31^st March, 2018 and the date of Directors’ Report i.e. 24^th May, 2018.

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

The extract of the Annual Return of the Company is annexed herewith as Annexure C and forms an integral part of this Report.

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.

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 D 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 31^st March 2018, 24627 shareholders representing 97.24% of the Equity Share Capital are holding shares in dematerialized form.

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 and loss 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; and

(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.

(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/-

Place : Noida, U.P. David Thomas Payne

Date : May 24, 2018 Chairman

DIN: 07504820

---

Mar 31, 2017

To the Members of Timex Group India Limited

The Directors are pleased to present the Twenty-Ninth Annual Report and Audited Statement of Accounts for the ended 31^st March 2017.

Rs. In Lakh

FINANCIAL RESULTS	2016-17	2015-16
Revenue from operations (including other income)	9,995	7338
Profit before Interest and Depreciation	1G5	(292)
Less: Interest	277	357
Less: Depreciation	2G9	278
Add: Exceptional item	-	-
Profit/ Loss for the year	(381)	(927)

The year 2016-17 was another year of improved operating performance, financial growth and new initiatives for Timex Group. The Revenue from Operations (including other income) during the financial year 2016-17 has increased by 5% over the previous year, and the loss for the year has reduced by 59% over the previous year. With the issuance Cumulative Redeemable Non-Convertible Preference Shares amounting to Rs. 3500 Lakh to the Holding Company, the net worth of the Company has become positive.

The growth has been driven by increased sales to all sales channels. Timex has been one of the few brands register in double digit growth consistently. The new products developed by the Company have been well accepted, not only in the domestic market but also in the international markets. The Company has received good orders from group companies globally.

During the year, the Company reinforced the American heritage of the brand by a high decibel TV advertising campaign, supported by digital and social media, PR and local promotions. The Timex Metropolitan collection heralded the advertising campaign for the year. This was followed by the in-movie placement and association with the Salman Khan blockbuster Sultan, which won rave reviews and created impact in India and abroad. The sales campaign for the festival season was supported by an impactful multimedia advertising campaign. Other licensed watch brands like Versus, Versace and Salvatore Ferragamo grew significantly, backed by in-store presence and selective advertising and PR campaigns. All these efforts resulted in creating more salience for Timex and licensed brands, expanding distribution and increased sales.

With continued focus on increasing operational efficiencies, better working capital management, increased supply chain capability and efficiency and cost control efforts resulted in improved performance metrics. Driving low cost manufacturing helped the Company become a leading supplier of Timex watches to other group companies across the World.

Employees continue to remain the Company’s most important assets. Several efforts were undertaken to improve employee capability, build greater engagement with the company and provide opportunities for growth. These resulted in industry leading benchmarks for attrition and performance.

The dealer, distributor, retail and institutional network partners showed greater commitment and support to which resulted in retail commitment, increased market share and positive share of mind.

Dividend

In view of the losses for the year ended March, 2017 and accumulated losses, the Board of Directors has not recommended any dividend for this year.

CHANGES IN CAPITAL STRUCTURE

The Authorized Share Capital of the Company was re-classified and now stands at Rs. 17,000 Lakh, divided into 9,000 Lakh Equity Shares of Re. 1- each and 800 Lakh preference shares of Rs. G/- each.

During the year, the Company issued and allotted 5% Cumulative Redeemable Non-Convertible Preference Share: amounting to Rs. 3,500 Lakh to its Holding Company i.e. Timex Group Luxury Watches B.V., Nederland for working capital requirements. Pursuant to the above allotment, the issued and paid-up share capital of the Company has increase to Rs. 8,619.5 Lakh, divided into 1009.5 Lakh Equity Shares of Re. 1- each and 761 Lakh Preference Shares 10/ Rs. each.

MANAGEMENT DISCUSSION AND ANALYSIS

INDIAN ECONOMY

Despite demonetization impact, the Indian economy has performed well during the year 2016-17 as compared to other countries. The World Bank expects Indian economic growth rate to be 7% during the financial year 2016-17. However, the International Monetary Fund expects the Indian economy to grow at 6.8% during this year due to the temporal disruptions caused by demonetization. The growth is expected to rebound quickly to 7.2% in 2017-18. Tailwinds from favourable monsoon, low oil prices and continued progress in resolving supply-side bottlenecks, as well as robust consumer confidence, will support near-term growth and ease cash shortages.

Goods and Services Tax (GST) is expected to be introduced from 1st July, 2017. Industry will have to reorganize its business as the country switches to the GST regime, which will bring more small companies into the tax net. While low GST may lead to a decline in inflation, the transition to the new GST system will affect economic growth in the short term even though it will benefit both industry and the government in the medium term.

OVERVIEW OF WATCH INDUSTRY

Watch industry has seen sluggish growth due to lower than expected performance of bigger players. The luxury watch market has been affected on account of demonetization and PAN card disclosure for purchase of watches of value above Rs. 200,000 New introductions of luxury watch brands has seen innovative distribution practices and realignment of market share within the industry.

Future of watch industry looks bright as the economy is expected to regain its consumption momentum. This will be function of new brand introductions and wearable technology supporting larger customer needs. Improved distribution in 3 and 4 markets is helping the Industry to acquire new customers. This is supported by the increased of online e-commerce players who offer deep distribution and significant discounts to create greater excitement for the watch category.

The young customer who is driven by fashion considerations is increasingly buying watches which suit their lifestyles Supported by large format department store, boutique and mall led distribution and larger advertising spends, this category has shown resilience and is the fastest growing segment in the watch industry.

GROWTH DRIVERS OF THE COMPANY

The Company has put in place plans for achieving sustained growth, keeping in view the fast-changing business environment and the growing competition. The industry is growing at a modest pace while the Company’s growth is faster. The Company is focused at maintaining this growth while ensuring returns for all its stakeholders. The Comp has identified the key growth drivers as:

Strengthening the Product portfolio:

The Company believes that a good product is the most important way to approach, acquire and retain the consumer. T( this end, the Company has adopted two-pronged approach viz. refreshing the existing product portfolio by introduction of new products in terms of design, technology and innovation that match the ever-changing taste and trends of the consumer and launch of new products for the fashion oriented consumer segment.

The new products launched by the Company have been well appreciated, both in the Indian and international markets. Brand Versus from the house of Versace, priced between Rs.120000, has been doing well among the fashion conscious consumer segments. The Company has also been introducing international products in the Indian market to offer more choice to the consumer. The Company has recently launched IQ Move in the connected style segment which combines the benefits of an activity tracker with beauty of a traditional analog quartz watch. In the past, the Company had also introduced activity trackers for the tech savvy consumer, such as the Runx 20 and Metropolitan . The Company believes that the market for the wearable products is growing and has drawn up a robust and exciting technology to cater to this segment.

Enhancing the distribution footprint and increasing points of Sale:

The Company continues to focus on growth by further increasing its distribution footprint. Special focus on Tier 2 and 3 markets has yielded better than expected results. Franchisee led expansion will increase Showrooms in their 2 cities. The Company is investing significantly in retail fixtures and visual merchandising to improve retail presence and increase consumer shopping experience. Increased brand perception amongst consumers has helped increase market share in large retail formats like department stores.

E-commerce business has seen exponential growth. In order to strengthen this business, the Company plans to introduce exclusive products for the E-commerce channel. The Company is also working on an channel strategy to unlock greater value.

Increasing Marketing initiatives:

The Company plans to introduce new marketing campaigns in 207 to become the preferred choice of consumers. The company will continue to use traditional media like print & TV and also leverage new media vehicles to smartly connect with the core target group.

The in-store visibility of Timex Group brands is a key focus area to help improve brand presence. The Company will innovative consumer campaigns, without diluting brands perceived value.

Strengthening our manufacturing capability:

The Company continues to improve upon domestic manufacturing capability as part of the Make in India effort of the Government. Improved productivity and efficiency have resulted in higher production of watches per day. The Company has been able to export watches to other Group companies. There is growing recognition within the Global Supply Chain that India can become an important supplier in the future and efforts to support this drive are being undertaken.

Internal and External stakeholder support:

Employees have supported the building of the Company and will continue to drive its performance improvement. Suppliers and trade and institutional sales partners are committed to building this Company further.

Managing Regulatory changes:

The Company has taken steps to maintain business continuity despite introduction of new regulations like GST an transition from Excise exemption at Baddi. Vendors have been educated on documentation requirements and trained in new laws such as GST to ensure that there is no disruption in supplies. Key vendors have also been taken to Cebu, Philippine a key manufacturing centre for Timex Global, to sensitize them to global manufacturing and supply chain practices.

OPPORTUNITIES AND CHALLENGES

The Indian watch industry has strong growth potential which is substantiated by the following factors:

1 With increasing disposable income and purchasing power of Indian population, the watch industry is expected to grow at a higher rate. With the increase in number of millionaires and high net worth individuals (HNI), the demand f consumer products including watches is expected to increase.

2. The watch industry in India has potential to grow, with only 35% of our population wearing wristwatches and only 5% of them owning multiple watches.

3. Premium priced and Fashion categories are the fastest growing categories, which are expected to help the Company achieve better prices and product margins.

4. Online and Omni channels will fuel the growth of watch industry

5. Fitness trackers and Smart watches, though at a nascent stage in development, will continue to aid the growth of the Watch industry.

6. Timex is one of the few brands registering consistent double digit revenue growth, and this is expected to continue.

7. Entry of new brands including international brands, and their marketing efforts are attracting new customers to the Industry.

The Excise benefit from the Company’s Baddi plant has ceased in May 2017. The Company has taken efforts to maintain its margins despite this change. The proposed GST rates can also impact prices adversely, but the Company is taking to ensure that margins will not be affected despite these changes.

RISKS & THREATS

The Company has set up a well-defined risk management mechanism to identify and assess the potential risks and determine the processes to mitigate the same. A Committee comprising of senior management executives has been constituted to periodically review and assess the key risks in consultation with the functional managers. Detailed exercise has been carried out to identify, evaluate, manage and monitor the potential risks to the operations of the Company. T! Board periodically reviews the risks and suggests steps to be taken to mitigate the same.

The Company has recognized the below specific key risks -

- Financial Risk

The Company has increased capital by issuing Cumulative Redeemable Non-Convertible Preference Shares amounting to Rs. 3,500 Lakh to the Parent Company, thereby addressing the concern of negative net worth.

The Company has taken various measures to improve its operational efficiency and growth rate. As per the business plans of the Company, the funding requirements of the company will be met through internal accruals, borrowings from Bank and affiliate Companies. With growth in revenue, the Company is confident of achieving breakeven.

While the Indian Rupee has strengthened against the US Dollar, and a bulk of the Company’s imports designated US Dollars, there has been an improvement in product margins. Continued efforts to indigenize will help protect the Company from any adverse exchange rate fluctuations.

- External Environment

Wearable technology is the buzzword in watch industry. Mobile handset manufacturers and technology companies are investing on wearable technology. Wellness companies also are launching bands which are an extension to their health apps. Technology companies are tying up with various watch manufacturers to integrate technology with watches. The Company believes that continuous innovation is key to success. Timex Group Global Design Centre located in Milan, and the Global Supply Chain organization supports the Company to create differentiation and bring cutting edge technology and designs to a highly competitive marketplace. By thinking and acting both locally and globally, we are constantly challenging ourselves to look at the future.

- Internal Environment

Dependency on China, which is a procurement hub for raw material, may get affected due to external environment. To combat this risk, the Company is integrating with Timex Global supply chain to develop alternate vendors.

- Other Risks

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

DIRECTORS

Composition

The Company has eight (8) Directors consisting of four (4) Independent Directors, three (3) Non-Executive Director and One (1) Managing Director.

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

Mr. David Thomas Payne was appointed as a Director by the shareholders in their annual general meeting held o August 3, 2016.

In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Anil Malhotra retires by rotation as a Director of the Company, and being eligible, offers himself for re-appointment. The Directors recommend his re-appointment.

There was no change in the Key Managerial Personnel during the year.

Declaration by the Independent Directors

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section1 49(6) of the Companies Act, 2013 and Regulation B(l) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 The Independent Directors have confirmed that they have complied with the Company’s code of conduct.

Number of meetings of Board of Directors

The Board met six times during the financial year 2016-2017 on 26^th May, 2016, 1^st July, 2016;, 3^rdAugust, 2016, 24^th August, 2016, 10^th November, 2016 and 2^nd February, 2017. 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 Company has constituted various Committees pursuant to the requirements of SEBI (Listing Obligations a Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. Presently, the Company has following Committees of the Board in place-1 Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Share Allotment and Transfer Committee

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

REMUNERATION POLICY

The Policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of the Directors and other matters provided under sub-section (3) of Section 78 of the Companies Act, 2013 adopted by the Board, is attached Annexure A and forms an integral part of this Report.

EMPLOYEE REMUNERATION

In terms of 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 are provided in the Annual Report, which forms part of this Report.

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

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

FORMAL ANNUAL EVALUATION

The Board has carried out performance evaluation of itself, its Committees and each of the Directors (without participate of the concerned director).Independent Directors collectively evaluated the Boards performance, performance of the Chairman and other non-independent Directors. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

The performance evaluation concluded on the note that each of the individual directors, Committees and the Board as a whole, were performing efficiently and effectively and shared a common vision to turning organization goals into reality.

VIGIL MECHANISM

The Whistle Blower Policy of the Company provides a mechanism for employees / Board Members and others t( raise good faith concerns about violation of any applicable law/ Code of Conduct of the Company, gross wastage or misappropriation of funds, substantial or specific danger to public health and safety, abuse of authority or unethical behavior and to protect the individuals who take such actions from retaliation or any threat of retaliation and al provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vig mechanism is reviewed by the Audit Committee from time to time.

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

POLICY ON PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 205, the Company has framed a) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and b) Code of Fair Disclosure 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

There were no loans, guarantees or investments made by the Company under Section B6 of the Companies Act, 20B during the year under review and hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy has been uploaded on the website of the Companyvatw.timexindia.com.

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

The Company has issued preference shares to Timex Group Luxury Watches B.V., its Holding Company, at arms-lengt terms and conditions. As this transaction does not fall in the ambit of Section 188(l) of the Companies Act, 2013 and there is no other material related party transaction, the disclosure required under section 134(3) (h) of the Companies A 2013 in Form AOC-2 is not applicable to the Company. The details of the related party transactions entered during the year are given in the financial statements of the Company.

FINANCE

The Company has not invited nor does it hold any fixed deposits. There were no overdue / unclaimed deposits as on 31^st March 2017.

During the year under review, the Company made payment aggregating to Rs. 4356 Lakh by way of Central, State and local sales taxes and duties as against Rs. 4,555 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.

LISTING

The Equity Shares of the Company are listed on the BSE Ltd. The annual listing fee for the year 2017- 2018 has been paid to the Exchange.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

The Company has implemented internal financial controls with the help of M/s Deloitte Haskins & Sells LLP. These systems have also been checked by M/s BSR & Co., LLP, the Statutory Auditors.

AUDITORS AND AUDITORS’ REPORT

a. Statutory Auditors

The Statutory Auditors of the Company, M/s BSR & Co. LLP, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting of the Company. In terms of the provisions of the Companies Act, 2013 relating to rotation of Auditors, the Company is required to appoint a different firm of Chartered Accountants as Statutory Auditors of the Company.

The Board of Directors has, in its meeting held on May 25, 2017, on the recommendations of the Audit Committee, recommended to the shareholders the appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountant (Firm Registration No. 1173 66W/W-10018), as the Statutory Auditors of the Company for a term of 5 consecutive years from the conclusion of ‘Annual General Meeting till the conclusion of Annual General Meeting. The Company has received their written consent and a certificate that they satisfy the criteria provided under section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and the rules framed there under.

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 BSR & Co. LLP, Statutory Auditors on the financial statement of the Company for the year 2016-17 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

The Secretarial Audit was carried out by M/s. NKJ and Associates, Company Secretaries (Certificate of Practice No. 5233) for the financial year 2016-17. 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. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) c the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

In terms of Section 2014 of the Companies Act 2013, the Audit Committee recommended and the Board of Directors appointed M/s.NKJ & Associates, Company Secretaries (Certificate of Practice No. 5233) as the Secretarial Auditors of the Company in relation to the financial year 2017-18. The Company has received their consent for appointment.

HUMAN RESOURCES

The Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to business priorities and objectives. Our constant Endeavour is to invest in people and processes to improve human capital for the organization and service delivery to our customers. Attracting, developing and retaining the talent will continue to be a key strategic initiative and the organization continues its undivided attention towards the Given growth plans of the Company, an important strategic focus of the Company is to continue to not only nurture : human capital, but also proactively focus on preparing all employees for the challenges of the future. The Company strive to provide a conducive and competitive work environment to help the employees excel and create new benchmarks of productivity, efficiency and customer delight.

The Company comprises a small team of professionals, who are result oriented, committed and loyal. As March 23rd 2017 the Company had 367 employees on its rolls.

The Company has reinforced a culture of performance and meritocracy by deploying transparent and agreed upon smart KRAs and KPIs. These KRAs and KPIs cascade from the Company’s growth strategy and plans. The Company has implemented an online performance management system i.e. Workday ’ for setting up of goals and objectives of all employees and thereby tracking it on a regular basis. Appraisals are also completed based on these goals and objectives filled by the employees. The Company has also introduced a rewards and recognition policy for all employees i.e. Employee of the Month Award.

Attracting and retaining bright talent and improvement in the quality of manpower at retail stores are identified as key challenge and being addressed accordingly through product training and retention initiatives.

MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31^st March, 2017 and the date of Directors )Report i.e.^20th May, 2017.

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

The extract of the Annual Return of the Company is annexed and forms an integral part of this Report.

CORPORATE GOVERNANCE

As per Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 205, 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.

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 D 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 March 31^st 2017, 26145 shareholders representing 97.18% of the Equity Share Capital are holding shares in dematerialized form.

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 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 and loss 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 a other irregularities;

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

(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.

(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^ 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 continue to receive from its customers, the watch trade, the New Okhla Industrial Development Authority, the Governments Uttar Pradesh and Himachal Pradesh, the Banks / Financial Institutions and other stakeholders such as - shareholding 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/-

Place : Noida, U.P Colin Davis Arsenault

Date: May 25, 207 Chairman

DIN: 07156629

---

Mar 31, 2016

To the Members of Timex Group India Limited

The Directors are pleased to present the Twenty-eighth Annual Report and Audited Statement of Accounts for the year ended March 20)6.

Rs. in Lakh

FINANCIAL RESULTS	2015-16	2014-15
Revenue from operations (including other income)	7,338	4,243
Profit before Interest and Depreciation	(292)	(792)
Less: Interest	357	253
Less: Depreciation	278	224
Add: Exceptional item	-	171
Profit/ Loss for the year	(927)	(1098)

Fiscal 205-6 was a year of improved performance, recovery, consolidation and new explorations for Timex Group. The Revenue from Operations (including other income) has increased during the financial year 2015-16 by 22% over the previous year and the Loss for the year has reduced by 16% over the previous year.

The revenue growth is contributed by improvement in both traditional distribution channel and the new upcoming E-Commerc business. A good institutional order also helped. This financial year we have introduced a new brand Versus from the house of Versace, which is positioned at the fastest growing price segment of 10,000/- to 15,000/-. Versus watches are urban, youthful, dynamic and confident.

The Company is in line of its defined strategic direction of providing financial stability through rigorous management of credit facility, accounts receivables, inventory management, product margin management and cost control.

The Company has invested in the ERP package Oracle in its front end [order to sales] to help it make faster decisions and pro complete transparency and accountability.

Employees continue to be the most important assets and the Company continues to invest in their development and growth. Dividend

In view of the losses for the year ended 3tt March, 206 and accumulated losses, the Board of Directors has not recommended any dividend for this year.

MANAGEMENT DISCUSSION AND ANALYSIS INDIAN ECONOMY

The Indian economy has performed well during the year 205-6 as compared to other parts of the World. The World Bank expects the Indian economy’s growth rate at 7.5% during the financial year 2015-16. However, the International Monetary Fund expects the Indian economy to grow at 7.3% during this year. The GDP growth is driven by private consumption and low energy prices. Weak exports and delayed economic reforms weigh down the economy. The one significant upside possibility is a good monsoon. This would increase rural consumption and improve consumer sentiments.

OVERVIEW OF WATCH INDUSTRY

The watch industry has witnessed an average CAGR of 7-8% due to the factors including increasing disposable income; internet penetration, technologically advanced electronic gadgets and smart phones and tablets bringing in a new set of consumers into th fore; wearable technology and smart watches offering benefits such as ease of use, mobility and robust fitness-tracking acquiring new consumers across demography, increased spending from top e-commerce portals etc.

Amongst various segments, lifestyle & entry fashion segment is growing the fastest due to increasing aspiration to own brand timepieces as lifestyle accessory. Brands operating in this segment are increasing spends to improve brand visibility.

Luxury watch segment which was previously struggling for growth has taken a turn for the worse on account of the new manda'' PAN card disclosures for purchase above INR 2 Lakh. Poor retail has led to rethink of business model in India.

GROWTH DRIVERS OF THE COMPANY

The Company has well adapted itself to the changing dynamics of the watch industry owing to the increased consumption an disposable income, coming from Tier 2 cities. The Company has identified the key growth drivers as:

Product Offering:

The Company will protect and grow its existing consumer base by continuously refreshing the product portfolio, in terms design, technology and innovation to cater to the changing consumer taste and trends and offer the right ’value of the product to the consumers.

The Company is also increasing its consumer base by offering products for the growing fashion ’conscious consumer at the pric point of 10000/- to 15000/-. The Company has introduced ‘Versus ‘from the house of Versace to cater to this market.

In the past year, the Company has successfully introduced activity trackers for the tech savvy consumer, for example: the R 20 and Metropolitan^ Going forward the Company has a robust and exciting technology roadmap to cater to the growing markel for wearable products.

Strengthening Company’s traditional distribution channel and growing the E-Commerce channel:

The Company will grow by increasing its point of sales in the growing Tier 2 cities by strengthening its distribution in th markets. The Company is also investing in opening company owned showrooms in these markets. The Company ended the last fiscal year with 64 showrooms and is targeting to add 20 new showrooms this year. In the modern retail channel, the Company has grown with large format retailers and is making significant investments to improve its retail visibility.

The Company will continue to invest and grow in the E-commerce space along with all the key players in this space.

Increased Investment in Marketing:

In line with its strategic intent, the Company will be investing in improving its market share. The Company has defined its target market and will be communicating with them through television commercials and digital advertising. The objective is to be th preferred brand choice for consumers.

The Company plans to achieve double digit growth in the year ahead with investments in increasing brand pull and marks share.

OPPORTUNITIES AND CHALLENGES

The following factors show that there is a strong growth potential in the Indian watch industry:

1. Wrist watch penetration is under 35% in India.

2. Ownership of multiple watches is lagging at less than 5%.

3. Purchasing power of Indian population is increasing, thereby fuelling the growth of watch industry. With the increase number of millionaires and high net worth individuals (HNI), the demand for consumer products including watches i increasing.

4. Average selling price in fashion and lifestyle segment has been increasing continuously thereby improving the margins.

5. E-commerce has made the products more accessible to consumers. It ensures cost effective reach to consumers.

6. Increased number of brands including foreign brands and marketing activity is attracting consumers.

7. As a result of innovation and new technologies, advanced hi tech products are hitting the market and luring new customer Multipurpose products like wearables are an attraction as well as useful products.

The watch industry is expected to witness significant growth in future years and the Company with its wide array of brands and styles, ranging from Fashion to Classics and Sports, can take full advantage of these consumer trends by addressing their specific needs. The Company shall continue to invest in its product portfolio and strengthen the communication of its brand attributes

With constant product and marketing innovation becoming the need of the hour and most brands raising their game in agility a customer insight, these potent engagement initiatives from the house of Timex clearly signals the watch makers corporate inti to embrace the ongoing retail revolution.

RISKS & THREATS

The Company has in place a well defined Risk Management Policy and Risk Assessment and Minimization Committee comprising of senior management to periodically review and assess the key risks. A detailed exercise is carried out to identify, evaluating manage and monitor the potential risks to the strategy of the Company. The Board periodically reviews the risks and surge steps to be taken to mitigate the same.

Based on detailed review, the Company has recognized the below specific key risks relating to the Company-

- Financial Risk

The net worth of the Company has fully eroded with the accumulated losses sitting at Rs. 784 Lakh as at 31 March 206. However, the Company has taken various measures to improve its operational efficiency and growth trajectory. As per the business plans of the Company, the funding requirements of the company will be met through funds from operations, operational efficiency, bank borrowings, borrowing from affiliate Company and the proposed issuance of the preference shares. With the consistent double digit growth in revenue by increasing market share, the Company is confident of achieving breakeven soon.

Dollar is expected to be range bound from here on. However, any adverse movement in exchange rate can seriously impact th margin of the Company in the short and medium term. However, the Company is working towards localization of imported'' parts/ goods.

- External Environment

Various segments of the industry are focusing on wearable technology. Handset/IT/Telecom/CD companies as part of their convergence strategy are investing heavily on wearable technology & Watches are the primary device on which a majority of the investments are being made. Wellness companies also are launching bands which are an extension to their health app Technology companies are tying up with various watch manufactures to integrate handsets to provide unparalleled consume experience across walks of life.

Innovation is a key and to be profitable there has to be continuous improvement. Timex Group Global Design Centre located in Milan and also Global Supply Chain organization renders support to the business in India in terms of improved technology a styling of the products. Our global resources give Timex Group India a true advantage in a highly competitive marketplace By thinking and acting both locally and globally, we are constantly challenging ourselves to look at the future.

The Company has already forayed into wearable technology through Timex Ironman Move x2Q and Timex Ironman Run x20 in Q1 of FY 2015-2016 to cater to the current age of fitness enthusiasts and tech-savvy audience. The Company has also entered smart watch market through Metropolitan-h

III. Internal Environment

Other players in the industry are setting up their own manufacturing base. This may impact the economies of scale of w industry vendors and may lead to increase in the cost of procurement. To combat this risk, the Company is integrating with glc supply chain to develop alternate vendors.

IV. Other Risks

Other risks including the risks relating to retention of key personnel, compliance to various laws, contractual obligations, ri; relating to the general macroeconomic environment including risks associated with political and legal changes, changes in tax structures, and commercial rules & laws are analyzed and measures are taken to mitigate the same, if required.

KEY INITIATIVES BY TIMEX

The Company has laid down the growth strategy for the current year which includes the following key initiatives:

- The Company continues to invest in brand building to reposition Timex as an Authentic, Iconic, and American brand through advertising and marketing initiatives.

- With a view to bring consumers closer to the international trends, the Company has been introducing its international range of products. The Company will also focus on local product development to meet market specific requirements. New product launches, improved quality and service levels shall be the core focus.

The company has forayed into wearable technology with the successful launch of Ironman fitness tracker bands last year followed by successful launch of Metropolitan— this year.

- Offer value for money to the consumers and build solid brand perception by executing effective marketing.

The Company recently launched some the international best sellers in India and the Company has planned to launch its late exciting international collection for Indian consumers.

- City centric demand generation marketing campaigns and sometimes seasonal & regional sales led promo-off campaigns.

Use international imagery; focus on growing lifestyle of consumers. The company has increased investment on marketing; driving brand imagery through global best sellers and harping on truly the American connect.

- On the Channel segmentation front, e-commerce was the focused channel to reach-out to larger consumer base across cities.

Modern trade & showrooms drive imagery. Distribution lead mass markets will drive volumes and share.

The Companies visibility and sales are increasing on each channel, especially online & retail. The Company has planned to expand further to untapped segments.

- The Company has invested in the ERP package Oracle in front end [order to sales] to help make faster decisions and provide complete transparency and accountability.

DIRECTORS Composition

The Company has eight (8) Directors consisting of four (4) Independent Directors, three (3) Non Executive Directors and ( () Managing Director.

Appointment/ Resignation from the Board of Directors

Mr. David Thomas Payne was appointed as an additional director of the Company with effect from May 12, 206. He holds the office until the forthcoming Annual General meeting. The Company has received requisite notice pursuant to Section 160 of the Companies Act, 23B from a member proposing candidature of Mr. David Thomas Payne as the Director of the Company. Th Directors recommend his appointment as Director of the Company, liable to retire by rotation.

Ms. Sharmila Sahai has been re-appointed as the Managing Director of the Company for a term of two years with effect from November, 205 which has been approved by the shareholders through postal ballot on 5th April, 206.

Mr. Ryan Todd Roth resigned from the directorship with effect from 2ht March, 206.

Further, in accordance with Section 52 of the Companies Act, 20B and Articles of Association of the Company, Mr. Colin Davis Arsenault retires by rotation as a Director of the Company, and being eligible, offers himself for re-appointment. The Direct recommend his re-appointment.

Appointment / Resignation of Key Managerial Personnel

Mr. Dhiraj Kumar Maggo has been appointed as the General Manager - Legal & Company Secretary and Compliance Officer of the Company with effect from 30th March, 2016 in place of Ms. Shilpa Verma who resigned from this position with effect from 28th March, 206.

Declaration by the Independent Directors

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 203 and the relevant rules.

Number of meetings of Board of Directors

The Board met five times during the financial year 2015-2016 on 21st May, 2015, 6th August, 2015, 3rd November, 2015, 4th February, 206 and 30th March, 206. 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, 203 and the SEB] (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 Company has constituted various Committees pursuant to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. Presently, the Company has following Committees in place-1 Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Share Transfer Committee

5. Corporate Social Responsibility Committee

The details with respect to the compositions, powers, roles, terms of reference, etc. of relevant Committees are given in Report on Corporate Governance ’of the Company which forms part of this Annual Report.

REMUNERATION POLICY

The Policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of the Directors and other matters provided under sub-section (3) of Section 78 of the Companies Act, 203 adopted by the Board, is attached as Annexure A.

EMPLOYEE REMUNERATION

Statement pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 () and (2) of Companies (Appointment and Remuneration of Managerial personnel) Rules, 204 is attached as Annexure B.

FORMAL ANNUAL EVALUATION

Nomination and Remuneration Committee of the Board had prepared draft parameterized feedback forms for evaluation of t Board, Board Committees, Directors and Chairman.

Independent Directors evaluated the Boards performance, performance of the Chairman and other non-independent Directors. The Board subsequently evaluated performance of the Board as a whole, the Committees and Independent Directors (without participation of the concerned director).

VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy to provide a mechanism for employees / Board Members and others to raise good faith concerns about violation of any applicable law/ Code of Conduct of the Company, gross wastage or misappropriation of funds, substantial or specific danger to public health and safety, abuse of authority or unethical behavior and to protect the individuals who take such actions from retaliation or any threat of retaliation and also provides for direct ac to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time.

None of the Whistle Blowers have been denied access to the Audit Committee of the Board. The details of the Whistle Blow'' Policy are explained in the Report on Corporate Governance and also available on the website of the Company at the following link: www.timexindia.com.

POLICY ON PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 20)5, the Company has framed a) Code of Internal Procedure and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and b) Code of Fair Disclosure. The Company 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.

FAMILIARISATION PROGRAMME

The details of familiarization programmes arranged for the Independent Directors have been disclosed on the website of t company and are available at the following link-www.timexindia.com.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section )86 of the Companies Act, 203 during the year under review and hence the said provision is not applicable.

RELATED PARTY TRANSANCTIONS

All related party transactions entered into during the year under review were in the ordinary course of business, on arms length 1 and were in compliance with the applicable provisions of the Companies Act, 203 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. No material related party transactions was entered during the financial year. Accordingly, the disclosure required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. The details of the related party transactions entered during the year are given in the financial statements of the Company.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Ac 2013, the Rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy has been uploaded on the website of the Company at www.timexindia.com.

FINANCE

The Company does not hold any fixed deposits. There were no overdue / unclaimed deposits as on 31st March 2016.

During the year under review, the Company made payments aggregating to Rs. 45.55 Crore by way of Central, State and local sales taxes and duties as against Rs 35.35 Crore in the previous year.

SEGMENT WISE REPORTING

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

LISTING

The Equity Shares of the Company are listed on the BSE Ltd. The annual listing fee for the year 2016- 2017 has been paid to the Exchange.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companies policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

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

The systems and operations are regularly reviewed by the Audit Committee to ensure and review their effectiveness a implementation. The Statutory Auditors of the Company also regularly attend these meetings and convey their views on t adequacy of internal control systems as well as financial disclosures. The Audit Committee, Statutory Auditors and the Function Heads are periodically apprised of the internal audit findings. Corrective actions taken by the management on the audit observations are presented to the Audit Committee. The Audit Committee also issues directives for enhancement in scope and coverage specific areas, wherever felt necessary.

In order to further strengthen the internal controls, the Company has implemented an ERP package-Oracle in front end [ore sales] at all its locations during the year. Further, the Company has also implemented internal financial controls with the help of M/s Deloitte Haskins & Sells. These systems have also been checked by M/s BSR & Co., LLP, the Statutory Auditors.

AUDITORS AND AUDITORS’ REPORT a. Statutory Auditors

M/s BSR & Co. LLP, Chartered Accountants, Statutory Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 203 an ‘that they are not disqualified for re-appointment. It is recommended that they may be re-appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General meeting of the Company till the conclusion of next Annual General meeting.

The Board has examined the Report issued by the Statutory Auditors of the Company on the Accounts for the financial year ended 3ht March 206 and their comment about the managerial remuneration. The Company is taking necessary steps for recovery of this amount from the erstwhile Managing Director.

b. Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 203 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the Board of Directors had appointed M/s. NKJ and Associates, Company Secretaries, as the Secretary: Auditors of the Company to carry out Secretarial Audit for the Financial Year 2315-6. The report of Secretarial Auditor: annexed to this Report a Annexure- C. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s. NKJ & Associates as Secretarial Auditors for the Financial Year 206-7.

HUMAN RESOURCES

The Company believes that experienced, talented and motivated manpower is an essential pre-requisite for successful operations as well as achieving the growth plans of the Company. Employees of all ranks contribute towards the Companies growth in the form of leading, thinking, working, creating, processing, dealing, motivating, and encouraging the workforce to meet work challenges. The management is committed to strengthen this human force by providing it with better tools, technology, techniques, and terms as well as a conducive ambiance at the work place. Given growth plans of the Company, an important strategic foci of the Company is to continue to not only nurture its human capital, but proactively focus on preparing all employees for t challenges of the future.

The Company comprises a small team of professionals, who are result oriented, committed and loyal. As on 3 kt March 206, the Company had 363 employees on its rolls.

The Company has reinforced a culture of performance and meritocracy by deploying transparent and agreed upon smart KRAs t KPIs. These KRAs and KPIs cascade from the Companies growth strategy and plans. The Company has implemented an online performance management system i.e. Workday ’ for setting up of goals and objectives of all employees and thereby tracking it on a regular basis. Appraisals are also completed basis these goals and objectives filled by the employees. The Company has also introduced a rewards and recognition policy for all employees i.e. Employee of the Month Award.

Attracting and retaining bright talent and improvement in the quality of manpower at retail stores are identified as key challenges and being addressed accordingly through product training and retention initiatives.

MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 3 feet March, 206 and the date of Directors ’Report i.e. 26th May, 206.

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

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company under the provisions of Section 92 of the Companies Act, 203 read with t Companies (Management and Administration) Rules, 20)4, is annexed herewith as Annexure- D.

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.

CONSERVATION OF ENERGY

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under Section 34 (3)(m) of the Companies Act, 203 read with Rule 8 of the Companies (Accounts) Rules, 204, is provided in Annexure E to this Report.

DEMATERIALISATION

The equity shares of the Company are being compulsorily traded in dematerialization form. As on 31st March 2016, 27536 no. of shareholders representing 97.13% of the Equity Share Capital are holding shares in the dematerialized form.

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 had been followed along with proper explanation relating to material departures;

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

(c) the directors had 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 ot] irregularities;

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

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

(f) the directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis Report describing the Companies objectives, expectations or forecasts may be forward looking within the meaning of applicable laws. Actual results may differ materially fri 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 race from its customers, the watch trade, the New Okhla Industrial Development Authority, the Governments of Uttar Pradesh Himachal Pradesh, the Banks / Financial Institutions and other stakeholders such as, shareholders, customers and supplied 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 Companies success. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

Sd/-

Place : Noida U.P. Colin Davis Arsenault

Date : May 26, 2016 Chairman DIN: 07156629

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty-seventh Annual Report and Audited Statement of Accounts for the year ended 31 March 2015.

FINANCIAL RESULTS Rs. in Lakh

2014-2015 2013-2014

Revenue from operations (including 14,243 12,367 other income)

Profit before Interest and Depreciation (792) (2,947)

Less: Interest 253 117

Less: Depreciation 224 234

Add: Exceptional item 171 -

Profit/ Loss for the year (1,098) (3,298)

Your Company has grown during the financial year 2014-2015 by 15% over the previous year and the losses have reduced by 66% over the previous year. This has been possible due to the initiatives taken in the previous years to reposition its brand, rationalizing the spends, improving the product portfolio, improvement in merchandising and retailing presence and improved employee productivity.

Your Company continues to pursue its strategy to reposition TIMEX as American, Iconic brand. The Company celebrated group''s 160th anniversary during the year. On the occasion, the Company felicitated Indian football icon Mr. Bhaichung Bhutia and World and Olympic champion Mr. Abhinav Bindra with its exclusive limited Waterbury collection.

The Company also forayed into the wearable segment in Q1 of the current financial year with the launch of its smart watch and fitness band-Move x20 and Run x20 GPS to cater to the current age of fitness enthusiasts and tech-savvy audience.

The Company laid great emphasis to connect well with the consumers during the year by establishing brand stores on various e-commerce platforms besides setting up its franchisee stores ''Timex World'' and ensuring its presence in NTO/ MBO''s. Your Company started the Timex Call centre to address consumer queries.

Your Company won Gold in highly acclaimed POPAI awards held in February 2015 for its Indiglo retail concept. POPAI is a global platform to promote world-class retail practices. Incorporated in the USA in 1936, POPAI has now more than 1700 members worldwide covering 40 countries.

The Company continues to focus on the improvement of top and bottom line financial growth performance and to tap the overall optimism in the Indian economy with a renewed vigour and enthusiasm while ensuring good corporate governance practices.

Dividend

In view of the losses for the year ended March 31, 2015 and accumulated losses, the Board of Directors of your Company is constrained not to recommend any dividend for the year under review.

DIRECTORS

Composition

Your Company has eight (8) Directors consisting of four (4) Independent Directors, three (3) Non Executive Directors and One (1) Managing Director.

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a company shall have at least one Woman Director on the Board of the company. Your Company has two woman Directors on the Board of the Company - Ms. Gagan Singh since 31 January 2007 and Ms. Sharmila Sahai since 18 November 2013.

Appointment/ Resignation from the Board of Directors

Mr. Ryan Todd Roth was appointed as an Additional Director and Vice Chairman with effect from 13 November, 2014.

Further, Mr. Colin Davis Arsenault was appointed as an Additional Director and Chairman of the Company with effect from 21 May 2015.

They hold the office until the forthcoming Annual General Meeting. The Company has received requisite notice pursuant to Section 160 of the Companies Act, 2013 from the members of the Company proposing Mr. Ryan Todd Roth and Mr. Colin Davis Arsenault as Directors of your Company.

Mr. M K Bandyopadhyay and Mr. Robert Obed Barberi resigned from the directorship with effect from 20 November, 2014 and 27 February, 2015 respectively.

Further, in accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Anil Malhotra retires by rotation as a Director of the Company, and being eligible, offers himself for re-appointment.

Appointment / Resignation of Key Managerial Personnel

Mr. Amit Jain has been appointed as Chief Financial Officer of the Company with effect from 2 March, 2015.

Mr. M.K. Bandyopadhyay, whole time director resigned with effect from 20 November, 2014.

Declaration by the Independent Director

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Number of meeting of Board of Directors

The Board met five times during financial year 2014-2015 on 29 May, 2014, 14 August, 2014, 13 November, 2014, 29 January, 2015 and 2 March, 2015 to consider amongst other business matters, the quarterly performance of the Company and financial results. Directors attending the meeting actively participated in the deliberations at these meetings.

COMMITTEES OF THE BOARD

Your Company has constituted various committees pursuant to the requirement of Listing Agreement and Companies Act 2013. Your Company has the following committees of the Board-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Share Transfer Committee

5. Corporate Social Responsibility Committee

The details with respect to the compositions, powers, roles, terms of reference, etc. of relevant committees are given in detail in the ''Report on Corporate Governance'' of the Company which forms part of this Annual Report.

REMUNERATION POLICY

The policy of the Company on Director appointments and remunerations, including interest for determining qualification positive atribute independence of the directors and other matter provided under sub-section (3) of section 178 of the Companies Act 2013 adopted by the board, is attached as Annexure A.

EMPLOYEE REMUNERATION

Statement pursuant to the requirement of Section 197 (12) read with Rule 5 of Companies (Appointment and Remuneration) Rules, 2014 is attached as Annexure B.

FORMAL ANNUAL EVALUATION

1. Nomination and Remuneration Committee of the Board had prepared draft parameterized feedback forms for evaluation of the Board, Board Committees, Directors and Chairman.

2. Independent Directors at a meeting without anyone from the non independent directors and management, considered/ evaluated the Board''s performance, performance of the Chairman and other non-independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the relevant director)

VIGIL MECHANISM

Your Company has implemented a Whistle Blower Policy to provide a mechanism for employees / Board Members and others to raise good faith concerns about violation of any applicable law/ Code of Conduct of the Company, gross wastage or misappropriation of funds, substantial or specific danger to public health and safety, abuse of authority or unethical behavior and to protect the individuals who take such actions from retaliation or any threat of retaliation and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time.

None of the Whistle Blowers have been denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are explained in the Report on Corporate Governance and also available on the website of the Company at the following link: www.timexindia.com

POLICY ON PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has framed a) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and b) Code of Fair Disclosure. The Company''s Code, inter alia, prohibits purchase and/or sale of 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.

FAMILIARISATION PROGRAMME

The details of familiarization programmes arranged for the Independent Directors have been disclosed on the website of the company and are available at the following link-www.timexindia.com

LOANS AND GUARANTEE U/S 186

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable

PARTICULAR OF CONTRACT AND ARRANGEMENT U/S 188

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions except the transactions that were approved by the shareholders of the Company at the last Annual General Meeting and disclosed in the Form AOC- 2 enclosed herewith as Annexure C.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy as considered and approved by the Board has been uploaded on the website of the Company at www.timexindia.com.

FINANCE

The Company does not hold any fixed deposits from the public, shareholders & employees. There were no overdue / unclaimed deposits as on 31 March 2015.

During the year under review, the Company made payment aggregating to Rs. 35.35 Crore by way of Central, State and local sales taxes and duties as against Rs30.35 Crore in the previous year.

SEGMENT WISE REPORTING

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

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The annual listing fee for the year 2015- 2016 has been paid to the Exchange.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has endeavoured to continuously improve the internal controls both relating to financial reporting and operations. Your Company has established procedures for internal control, which are commensurate with its size and operations.

The internal control mechanism comprises of a well-defined organization, who undertake time bound audits and report their findings to the Audit Committee, documented policy guidelines, predetermined authority levels and processes.

The systems and operations are regularly reviewed by the Audit Committee to ensure and review their effectiveness and implementation. The Statutory Auditors of the Company also regularly attend these meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee, Statutory Auditors and the Function Heads are periodically apprised of the internal audit findings. Corrective actions taken by the management on the audit observations are presented to the Audit Committee. The Audit Committee also issues directives for enhancement in scope and coverage of specific areas, wherever felt necessary.

AUDITORS and AUDITORS'' REPORT

a. Statutory Auditors

Your Board has duly examined the Report issued by the Statutory Auditor''s of the Company on the Accounts for the financial year ended 31 March 2015 and their comment about the managerial remuneration. The Company is in the process of recovering the excess remuneration paid to a former Managing Director of the Company.

The auditors, M/s BSR & Co., LLP Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

b. Secretarial Auditors and Secretarial Audit Report

Pursuant to the Companies Act, 2013, M/s NKJ and Associates were appointed as the Secretarial Auditors to conduct Secretarial Audit for the Financial Year 2014 - 2015. The report of the Secretarial Auditor for the FY 2014-2015 is attached as Annexure D.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report.

HUMAN RESOURCES

Your company believes that its People are its most critical assets. To keep them challenged and motivated your Company provides a challenging and remunerative work environment that encourages high performance, ownership and team work. Your Company believes that a winning culture is essential to its success. This begins with the way employees are treated, protecting their health and safety, rewarding their performance, developing their potential, seeking their counsel and promoting diversity and inclusiveness. To support this, the Company has established the principles of good labor standards, equal opportunity for employment, ethical work environment, respect and health regard for diversity and believes in following a code of conduct in order to further cultivate a culture of social responsibility at all levels.

Your Company comprises a small team of professionals, who are result oriented, committed and loyal. As on 31 March 2015, your Company had 345 employees on the Company rolls.

Attracting and retaining the bright talent and improvement in the quality of manpower at retail stores are identified as key challenges and being addressed accordingly through product training and retention initiatives.

MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31 March 2015 and the date of Directors'' Report i.e. 21 May 2015.

Further, there were no significant and 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 U/S 92

The extracts of Annual Return pursuant to the provisions of Section 92 of Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure E and is attached to this Report

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, 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.

CONSERVATION OF ENERGY

Information required as per Section 134 (3)(m) read with Companies (Accounts) Rules, 2014, regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure F forming part of this report.

DEMATERIALISATION

Since year 2000, the equity shares of your Company are being compulsorily traded in dematerialization form. As on 31 March 2015, 28764 no. of shareholders representing 97.09% of the Equity Share are holding shares in the dematerialized form.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your directors confirm as under—

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

(b) the directors had 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 and loss of the company for that period;

(c) The directors had 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 had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis, outlining the Company''s objectives, expectations or predictions may be ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied in the statements. The important factors that could influence the Company''s operations include demand and supply conditions affecting sale price of finished goods, input availability and prices, changes in government regulation, tax laws, economic developments within the country and abroad and such other factors such as litigation and industrial relations etc.

ACKNOWLEDGEMENTS

Your 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, and finally the Members of the Company and its employees.

For and on behalf of the Board of Directors Sd/- Chairman Annexure-F

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Mar 31, 2014

To the Members of Timex Group India Limited

The Directors are pleased to present the Twenty-sixth Annual Report and Audited Statement of Accounts for the year ended 31 March 2014.

FINANCIAL RESULTS Rs. in Lakhs

2013-2014 2012-2013

Income 12,367 12,168

Less: Expenditure 15,665 16,364

EBIDTA (2,948) (3,875)

Less: Interest 117 98

Less: Depreciation 234 223 profit Before Tax (PBT) (3,298) (4,196)

Provision for Taxes

profit after Tax (3,298) (4,196)

As per our plans and as mentioned in the last year Annual Report, 2013-2014 has been a transition year wherein significant progress has been achieved in terms of liquidation of slow moving inventory and improvement in overall trade collection.

Although, the revenues improved marginally, the losses have declined by 21% as compared to previous year. The losses were driven by combination of factors including weaker economic environment and sharp devaluation of Rupee.

The transition towards healthier & profitable business is still continuing through greater focus on top and bottom line financial growth performance by focusing on the following agenda: 1) Generate positive cash to reinvest in profitable growth, 2) Grow revenues by more closely aligning product offerings with consumer demand, 3) Rationalize and realign spending to drive profitable growth, 4) Improve the brand imagery, and 5) Improve the employee productivity.

In line with your Company''s Product strategy , many new international products have been launched in the recent past with many more in the pipeline. Your Company has launched its largest-ever marketing and rebranding initiative entitled "WEAR IT WELL". Watches of your Company allow people to express their true personal style. Unpretentious and timeless, our passion for style, fashion and sport comes across in a clear, conversational tone as if we''re talking amongst friends. These efforts will lead to improved domestic brand equity which will have a positive impact on market share and revenue growth.

TIMEX ranked 76th in the list of brands featured in Brand Equity''s Most Exciting Brands in 2014. Further, your Company has also re-branded its franchisee stores under the title ''Timex World''. With the new identity of the stores as ''Timex World'', the brand hopes to achieve a compelling repositioning in the watch industry vis-à-vis the constantly evolving market. The new name will not only serve to reposition and reinforce the brand as one of the prominent players in the watch industry but also further enhance its retail imagery.

During fiscal 2013-2014, Ms. Sharmila Sahai was appointed as the Managing Director of the Company.

DEMATERIALISATION

Since year 2000, the equity shares of your Company are being compulsorily traded in dematerialization form. As on 31 March 2014, 31338 no. of shareholders representing 97.04% of the Equity Share are holding shares in the dematerialized form.

DIRECTORS

Mr. Robert Obed Barberi was appointed Additional Director during the year to hold office upto the date of forthcoming shareholders meeting. Mr. Barberi has been subsequently appointed as Chairman of the Board of Directors pursuant to the provisions of Articles of Association of the Company. Your Company has received a requisite notice from a member proposing Mr. Barberi as a a Director of your Company.

Mr. Anil Malhotra was appointed Non-Executive Additional Director during the year to hold office upto the date of forthcoming shareholders meeting. Your Company has received a requisite notice from a member proposing Mr. Malhotra as a Director of your Company.

Ms. Sharmila Sahai was appointed Additional Director during the year to hold office upto the date of forthcoming shareholders meeting. She was also appointed as a Managing Director of your Company. Your Company has received a requisite notice from a member proposing Ms. Sahai as a Director of your Company

Mr. M.K. Bandyopadhyay was re-appointed as Managing Director-Operations and Supply Chain of the Company with effect from 1 February 2014 for a period of six months. The Board of Directors, on the recommendation of Remuneration Committee and subject to the approval of shareholders and such other approvals as may be required, approved the appointment of Mr. Mandyopadhyay as Whole time Director with effect from 1 August 2014 until 20 November 2014.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered with the Stock Exchanges, appointed Mr. Pradeep Mukerjee, Ms. Gagan Singh, Mr. Bijou Kurien and Mr. Daya Dhaon, as Independent Directors at various times, in compliance with the requirements of the clause.

Pursuant to the provisions of section 149 of the Act, which came in to effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as independent directors, who are not liable to retire by rotation.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, Mr. Pradeep Mukerjee, Ms. Gagan Singh, Mr. Bijou Kurien and Mr. Daya Dhaon, are proposed to be appointed as Independent Directors of the Company for a term of five years.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:

(i) That in preparation of the Balance Sheet and the profit & Loss Account of the Company, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) 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.

(iii) The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certifcate from the practicing Company Secretary confirming compliance is set out in the Annexure forming part of this report.

CONSERVATION OF ENERGY

Information required as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

AUDITORS

The auditors, M/s BSR & Co., LLP Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

AUDITORS'' REPORT

Your Board has duly examined the Report issued by the Statutory Auditor''s of the Company on the Accounts for the financial year ended 31 March 2014 and their comment about the managerial remuneration. The Company is in the process of fling an application for seeking waiver of excess remuneration paid to a former Managing Director of the Company.

ACKNOWLEDGEMENTS

Your 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, and finally the Members of the Company and its employees.

For and on behalf of the Board of Directors

Sd/- Chairman

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Mar 31, 2013

To the Members of Timex Group India Limited

The Directors are pleased to present the Twenty-ffth Annual Report and Audited Statement of Accounts for the year ended 31 March 2013.

FINANCIAL RESULTS Rs. in Lakhs

2012-13 2011-12

Income 12,168 18,391

Expenditure 16,364 17,786

EBIDTA (3,875) 911

Interest 98 109

Depreciation 223 197

Proft before tax (PBT) (4,196) 605

Provision for Taxes 152

Proft after Tax (4,196) 453

2012-13 was a very diffcult fnancial year. Revenues and proft declined 34% and 46 crores, respectively. These declines were driven by a combination of a weaker economic climate and higher costs due to the devaluation of the Rupee. Additionally, revenues were reduced as we implemented improved credit controls and new strategies against some of our trade channels. These changes were necessary to ensure a healthy long term business and we are already beginning to show positive results.

The Company is committed to improving its top and bottom line fnancial performance through three focused and simple strategies. In the near-term, the Company''s focus will be on the following: 1) Generate positive cash to reinvest in proftable growth, 2) Grow revenues by more closely aligning product offerings with consumer demand, and 3) Rationalize and realign spending to drive proftable growth

As part of its focus on cash, over the past two quarters the Company instituted more stringent Credit Management policies as well as efforts aimed at eliminating unproductive investments in Working Capital. While the Credit Management policies tempered revenues somewhat, they were necessary in order to balance revenues with collection of accounts receivable to generate cash. And within Operations, a more closely integrated sales forecasting and production process was implemented to ensure maximum productivity of investments in inventory. These initiatives will be a critical enabler to provide the cash necessary to permit business-critical investments in new products, advertising and store openings going forward.

In terms of leadership, during fscal 2012-2013, Mr. M.K. Bandyopadhyay was appointed Acting Managing Director, replacing Mr. V.D. Wadhwa who resigned on January 31, 2013.

By placing greater focus on the above short-term objectives, the Company expects future fnancial performance to improve substantially. However, fscal 2013-2014 will be a transition year. While it is expected that signifcant progress will be achieved in fscal 2013-2014, it is also expected to be a year of depressed fnancial performance as comparatively weak economic conditions persist and as the costs associated with the transition to a healthier business continue.

DEMATERIALISATION

Since year 2000, the equity shares of your Company are being compulsorily traded in dematerialization form. As on 31 March 2013, 32359 no. of shareholders representing 97.02% of the Equity Share are holding shares in the dematerialized form.

DIRECTORS

In accordance with Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Daya Dhaon retires by rotation as a Director of the Company, and being eligible,offers himself for re-appointment.

Mr. Gary Piscatelli was appointed as an Additional Director during the year to hold offce up the date of forthcoming shareholders meeting. Mr. Piscatelli has been subsequently appointed as Chairman of the Board of Directors pursuant to the provisions of Articles of Association of the Company. Your Company has received a notice from shareholder seeking his appointment as a Director of your Company pursuant to section 257 of the Companies Act 1956.

Mr. M.K. Bandyopadhyay was appointed as an Additional Director of the Company to hold offce up to the date of the forthcoming shareholders meeting. Mr. Bandyopadhyay was subsequently appointed as Acting Managing Director of the Company in place of Mr. V D Wadhwa who resigned from the directorship and the post of Managing Director with effect from 31 January 2013. Your Company has received a notice from a shareholder seeking his appointment as a Director of your Company pursuant to section 257 of the Companies Act 1956.

Mr. Kapil Kapoor and Mr. Arthur Morissette resigned from the directorship of the Company with effect from 30 May 2013 and 1 March 2013 respectively.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confrm as under:

(i) That in preparation of the Balance Sheet and the Proft & Loss Account of the Company, the applicable accounting standards has been followed along with proper explanation relating to material departures.

(ii) The Directors had 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 fnancial year and of the proft of the Company for that period.

(iii) The Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certifcate from the practicing Company Secretary confrming compliance is set out in the Annexure forming part of this report.

CONSERVATION OF ENERGY

Information required as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

AUDITORS

The auditors, M/s BSR & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confrmed their eligibility and willingness to accept offce, if re-appointed.

COST AUDITORS

Pursuant to the Order as notifed by the Ministry of Corporate Affairs (Cost Audit Branch) vide circular dated 6 November 2012 read with Cost Audit Report Rules 2011, the Company has appointed, M/s H. Tara and Company, Cost Accountants, as the Cost Auditor of the Company for the fnancial year 2013-14 for conducting the audit of the Cost Records of the Company.

AUDITORS'' REPORT

Your Board has duly examined the Report issued by the Statutory Auditor''s of the Company on the Accounts for the fnancial year ended 31 March 2013 and their comment about the managerial remuneration. The Company''s application for approval of the excess remuneration paid to the Managing Director of the Company is pending before the Central Government.

ACKNOWLEDGEMENTS

Your 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, and fnally the Members of the Company and its employees.

For and on behalf of the Board of Directors

Chairman

---

Mar 31, 2012

To the Members of Timex Group India Limited

The Directors are pleased to present the Twenty-fourth Annual Report and Audited Statement of Accounts for the year ended 31 March 2012.

FINANCIAL RESULTS

Rs. in Lakhs

2011-12 2010- 11

Income 18,391 17,391

Expenditure 17,786 15,633

EBIDTA 911 1,927

Interest 109 0.47

Depreciation 197 169

Profit before tax (PBT) 605 1,758

Provision for Taxes 152 357

Profit after Tax 453 1,401

The year under review had been a tough year due to slowdown of the economic growth. The GDP growth projection of 9% fell short of expectations and the year closed with GDP growth of under 7%. This coupled with high inflation and borrowing costs adversely impacted the consumer demand in most categories and your Company was no exception.

In addition, the economy witnessed a sharp depreciation of Indian Rupee during the year, which in turn had significantly impacted the operating margins for the business. Your Company had taken aggressive price increases across brands to minimize the impact of adverse exchange rate; however the full benefit of these price changes will only be seen in the next year. The rupee continues to be weak and necessary steps are being taken to mitigate the future risk in this regard.

Regardless of these challenges, the focus of the Company had been to deliver results and continue to invest in the long term growth drivers for the business. The year 2011-12 saw the Company growing marginally over the last year on overall business but our trade channel, which is a better barometer for business equity witnessed approx 20% growth over the last year.

The year 2012-2013 shall continue to be a challenging year. However, we have no doubt that the fundamentals of the Indian economy shall continue to be strong over the longer term. Going forward the Company has set itself clear goals and objectives to ensure the sales and profit evolution is in line with the Company's strategic plan.

In the last year, your Company had initiated synchronized action on multiple fronts - people leadership, brand presence and innovations in terms of products. Some of the key initiatives taken were as under:

- Improved Brand salience by building a stronger consumer connects through a multimedia Communication program.

- Key positions in the Company were filled in to help address some of the competency gaps.

- Revamped the product portfolio and introduced new styles with improved aesthetics and at the same time generated a higher gross unit margin for the business. This will serve us well in future

- Launched iconic Timex products such as Intelligent Quartz - the world's smartest analog watch & Heart Rate Monitor.

- Partnered with 3 Gold Label Marathons (SCMM-Mumbai, ADHM-Delhi & TCS Bangalore 10K) as "Official Timekeeper".

- Visual Merchandising development: Introduced new VM concepts and techniques to amplify brand visibility across verticals.

- Expanded retail chain and launched 100th "Time Factory" store.

- Started E-Commerce and Face book fan page for our youth brand - HELIX

DEMATERIALISATION

Since year 2000, the equity shares of your Company are being compulsorily traded in dematerialization form. As on date, 30988 number of shareholders representing 96.97% of the Equity Share are holding shares in the dematerialized form.

DIRECTORS

In accordance with Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Ms. Gagan Singh retires by rotation as a Director of the Company and being eligible offer herself for re-appointment.

Mr. V D. Wadhwa was appointed as the Managing Director of the Company with effect from 29 April 2010 for a period of two years up to 28 April 2012. The Board of Directors on the recommendation of the Remuneration Committee approved re- appointment of Mr. VD. Wadhwa as the Managing Director of the Company for a further period of two years commencing from 29 April 2012 subject to the approval of shareholders and such other approval as may be required.

Mr. Bijou Kurien was appointed Additional Director during the year to hold office up the date of forthcoming shareholders meeting. Your Company has received a notice from shareholder seeking his appointment as a Director of your Company pursuant to section 257 of the Companies Act, 1956.

Mr. Arthur Joseph Morissette was appointed Additional Director during the year to hold office up the date of forthcoming shareholders meeting. Your Company has received a notice from shareholder seeking his appointment as a Director of your Company pursuant to section 257 of the Companies Act, 1956.

Mr. Frank Sherer, Director of the Company resigned on 27 January 2012. The Board wishes to place on record their appreciation for the valuable guidance provided by Mr. Sherer during his Directorship

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:

(i) That in preparation of the Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards has been followed along with proper explanation relating to material departures.

(ii) The Directors had 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.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, 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.

CONSERVATION OF ENERGY

Information required as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

AUDITORS

The auditors, M/s BSR & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

AUDITORS' REPORT

Your Board has duly examined the Report issued by the Statutory Auditor's of the Company on the Accounts for the financial year ended 31 March 2012 and their comment about the managerial remuneration. The Company's application for approval of the excess remuneration paid to the Managing Director of the Company is pending before the Central Government. ACKNOWLEDGEMENTS

Your 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, and finally the Members of the Company and its employees.

For and on behalf of the Board of Directors

Sd/-

Noida Kapil Kapoor

31 May 2012 Chairman

---

Mar 31, 2011

To the Members of Timex Group India Limited

The Directors are pleased to present the Twenty-third Annual Report and Audited Statement of Accounts for the year ended 31 March 2011.

FINANCIALRESULTS Rs. in Thousands

2010-11 2009- 10

Income 1739082 1400709

Expenditure 1563321 1341958

EBIDTA 192734 83311

Interest 47 1679

Depreciation 16926 22881

Profit before tax (PBT) 175761 58751

Provision for Taxes 35663 12518

Profit after Tax 140098 46233

The economic environment for the domestic business continued to remain conducive for most part of the year and all major players in the watch industry witnessed strong growth, which was largely driven by fashion and youth segment and expansion of the retail footprint. The high inflation rate and rising cost of commodities prices, if not contained, is likely to adversely impact the consumer sentiment and the overall economic growth environment in the year ahead.

The year 2010-11 has been a year of major transformation, during which, your Company has delivered its highest ever volume, revenue and profitability performance. Sales Revenue grew by 25% at Rs 174 Crore and Profit before tax grew by 203% at Rs 14 Crore.

The year begun with a leadership change in the management team and the subsequent finalization of your Company's three years strategic plan. Under the new leadership, several key initiatives were taken to drive efficiencies across the organization and also align all stakeholders of the Company with the goals to create a strong sense of vision and focus for the business.

Some of the key marketing initiatives taken were as under;

- Revamped the product portfolio and introduced new styles with improved aesthetics and at the same time generated a higher gross margin for the business.

- Launched New Brands - to target different consumer segments and widen the appeal of the Timex Group Portfolio. The brands launched this year were;

- Mark Ecko : in the fashion segment

- Versace : in Luxury fashion segment

- Tarun Tahiliani : in the premium women's segment

- Helix : in the fast growing youth segment

- Partnered with "ICC Cricket World Cup 2011" event as the "Official Product Licensee"

- Increased media spend with a focus on Television Advertising. A new brand television commercial was developed for the Timex brand during the year to reinforce the "conversation starters" theme. This campaign was well received by trade and consumers.

- Visual Merchandising development. A marketing toolkit was conceptualized and executed across points of sale in the different store formats. This has helped build a consistent image for the different brands across the country.

- Expanded the number of franchised retail stores, "The Time Factory", to 76 during the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

THE INDIAN WATCH MARKET

The size of Indian watch market is estimated to be at Rs 5000 Crores of which 60% of the business is contributed by the organized sector. The brands at the premium end of the market and in the fashion and youth segments continue to grow significantly faster than other brands. While the unit growth is driven by low price unbranded products, the growth at the mid and higher price points is driven by creating higher value through improved styling and technology features. The growth in the market has been led by marketing investments made by several Indian and Global brands (including the launch of several new brands) which are increasing their focus on the Indian market. This increased competition and marketing investment is a good sign; since we believe this will drive the growth of the industry, which is still in a nascent stage when compared to penetration in developed countries.

The entry of several brands especially in the Fashion and Luxury segments of the market has resulted in increased competition for the rather limited retail space available in the multi brand watch retail environment. And in turn this has led to further investment and development of "modern retail" channels to meet the increased demand. The industry has overall witnessed an increase in the contribution of "modern retail" to the overall business. The development of this channel, while enhancing the consumer buying experience in terms of an international environment to shop in, is leading to an increase in margin expectations from the branded companies. In view of this, companies which are in a position to offer a portfolio of brands are better positioned for faster and profitable growth.

OUTLOOK/OPPORTUNITES & KEY CHALLENGES

The economic growth of India and the changing life style of the Indian consumers (especially the relatively younger consumers) who are aspiring to a more international way of life on account of the growing awareness of the global fashion trends, bodes well for the growth of the watch industry. And your company is well positioned to take advantage of this.

The company has an unique advantage of having several international brands with domestic manufacturing capabilities. This allows international products to be sold in India at prices which offer tremendous "Value for Money" to the consumer. The company also boasts of a portfolio of seven Global brands and the presence of its own franchised retail chain, "The Time Factory", comprising of 76 stores. This allows TGIL to participate at all ends of the value chain which in turn enhances margins. By doing so, the company is also better positioned to control its own destiny more effectively and this provides a sustainable growth platform for the business in the years ahead.

In addition, your Company continues to enjoy the support of the Timex Group Global Design Centre located in Milan and also Global Supply Chain organization to support the business in India which has resulted in improved technology and styling of the products.

The watch industry has changed significantly over the last few years and watches are being used as a fashion accessory more than a time telling device. This has resulted in a trend for multiple watch ownership;" A different watch for different occasions". This is an encouraging trend for the industry and could propel industry growth significantly in future years and TGIL with its wide array of brands and styles, ranging from Fashion and Classics to Sports can take full advantage of this.

In addition, India continues to be a key strategic market for the Timex Group and therefore enjoys easy access to its global resources across all functional areas, which should help improve our operational efficiencies due to the scale of the Group's global operations.

Finally, at TGIL, we are benefiting from the operating leverage we now enjoy as a business and this means that future growth will be more profitable.

RISKS /THREATS

The increase in the commodities prices, increased cost of sourcing from China and limited vendor capacity for the critical watch parts in India are resulting in the increase in the sourcing costs of key components. The rising input costs shall have an adverse impact on the operating margins, unless mitigated through various measures to cut costs (without compromising quality). Several initiatives are being developed to address this risk.

The 'Tsunami' in Japan has severely impacted the supply of watch movements in the last few months, which has since improved. Re-occurrence of such disasters in future could cause a supply chain risk for the Category.

In addition to this, increasing consumer preference for usage of mobile phones as a time keeping device instead of watches also pose a major threat especially with the category of consumers who still use a watch to tell time. This is being suitably addressed by several marketing initiatives by promoting watches as a fashion accessory as indicated in the section above.

GOVERNMENT POLICY

Your Company has been actively involved with the "All India Federation of Horological Industries", an apex body of Horological Industry in India. Your Company together with AIFHI has been taking up issues concerning the Watch Industry and your Company in particular, with the various government agencies. With the active participation by majority of brands in the Category, AIFHI has released a white paper on the industry, highlighting the key issues for which a change in Government Policy is recommended and taken up with the respective authorities for the overall growth of the industry. We shall continue our efforts to represent the interests of the Industry and your own Organisation.

FINANCE

Your Company has been able to manage its cash flow through improved collections and utilized the surplus cash to reduce the borrowings and accounts payable, which has resulted in savings in Interest costs despite firming up of Interest Rates.

The Company does not hold any fixed deposits from the public, shareholders & employees. There were no overdue / unclaimed deposits as on 31 March 2011.

During the year under review, the Company made payment aggregating to Rs.32.58 Crore by way of Central, State and local sales taxes and duties as against Rs. 30.06 Crore in the previous year.

Your Company is also paying dividend on its Preference Shares at the agreed coupon rate.

SEGMENT WISE REPORTING

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has endeavoured to continuously improve the internal controls both relating to financial reporting and Operations. Your Company has well established procedures for internal control, which are commensurate with its size and operations.

The internal control mechanism comprises of a well-defined organization, who undertake time bound audits and report their findings to the Audit Committee, documented policy guidelines, predetermined authority levels and processes.

The systems and operations are regularly reviewed by the Audit Committee to ensure and review their effectiveness and implementation. The Statutory Auditors of the Company also attend these meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee also issues directives for enhancement in scope and coverage of specific areas, wherever felt necessary.

HUMAN RESOURCES

"Human Resources" continues to be a major thrust area in Your Company, which is highly critical for business expansion and growth. Your Company provides a challenging work environment that encourages meritocracy at all levels and has believed in an environment that fosters accomplishment, ownership, creativity and mutual respect.

Your Company comprises a small team of professionals, who are result oriented, committed and loyal.

Attracting and retaining the bright talent and improvement in the quality of manpower at retail stores are identified as key challenges and being addressed accordingly through various training initiatives and retention tools.

The information required as prescribed under Section 217 (2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is annexed herewith forming part of this report. However as per provisions of Section 219 (1) (b) (iv)

of the Companies Act, 1956, only the report and accounts are being sent to all the shareholders excluding the statement of particulars of employees under Section 217 (2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office address of the Company.

CAUNONARYSTATEMENT

Statements in the Management Discussion and Analysis, outlining the Company's objective, expectations or predictions may be 'forward looking statements' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied in the statements. The important factors that could influence the Company's operations include demand and supply conditions affecting sale price of finished goods, input availability and prices, changes in government regulation, tax laws, economic developments within the country and abroad and such other factors such as litigation and industrial relation etc.

DEMATERIALKATION

Since year 2000, the equity shares of your Company are being compulsorily traded in dematerialization form. As on date, 31802 no. of shareholders representing 21.96% of the Equity Share are holding shares in the dematerialized form.

DIRECTORS

In accordance with Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Frank A Sherer and Mr.Pradeep Mukerjee retire by rotation as Director of the Company and being eligible, offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:

(i) That in preparation of the Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards has been followed along with proper explanation relating to material departures.

(ii) The Directors had 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.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

(v) That due to sudden demise of Mr. Raghu Pillai on 10lh April, 2011, who was one of the Director on the Board, representation u/s 274 (1) (g) was not received prior to the date of Audit Report, however, later representations u/s 274 (1) (g) have been received from two Companies, where he was a Director.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this report.

CONSERVATION OFENERGY

Information required as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

AUDITORS

M/s BSR & Co., Chartered Accountants and Statutory Auditors of the Company retire and are eligible for reappointment.

ACKNOWLEDGEMENTS

Your 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, and finally the Members of the Company and its employees.

For and on behalf of the Board of Directors

New Delhi KapilKapoor

26 May, 2011 Chairman

---

Mar 31, 2010

The Directors are pleased to present the Twenty Second Annual Report and Audited Statement of Accounts for the year ended 31 March 2010.

FINANCIAL RESULTS Rs. in Thousands

2009-10 2008- 09

Income 1400709 1319639

Expenditure 1341958 1293229

EBIDTA 83311 56471

Interest 1679 6646

Depreciation 22881 23415

Profit before tax (PBT) 58751 26410

Profit on sale of PED Business - 63533

Provision for Taxes 12518 15401

Profit after Tax 46233 74542

The year 2009-10 witnessed a slow but definite sign of recovery in retail sentiment across most segments, after the slowdown of economy during 2008-9. For the year ended 31 March 2010, the sales revenue grew to Rs. 140 crores increasing by a modest 7% from Rs 131 crores. Profit before taxes grew by 122% to Rs 5.87 crores from Rs 2.64 crores during previous year and Net profit for the year was Rs 4.62 crore compared to Rs 7.45 crore in previous year, which was inclusive of one time profit of Rs 6.35 crore due to sale of PED business.

Your Company continues to drive its strategy of retail expansion through opening of "The Time Factory" stores and internalization of fast moving international styles for driving business growth in profitable segments, which is reflected in the increased profitability.

Your Company is also finalizing its plan for launching "Versace" and "Marc Ecko" watch brands from its International portfolio in the Indian Market to drive its portfolio strategy and offer multiple choices of brands across price points to the Indian Consumers.

MANAGEMENT DISCUSSION AND ANALYSIS THE INDIAN WATCH MARKET

The size of Indian watch market is estimated at 45 million watches. The brands at the premium end of the market and in the fashion segments continues to grow significantly faster than other brands. While the volume growth is driven by low price point products, the growth of most brands is driven by value and not volume. The growth has been led by marketing investments by several Indian and Global players including your Company. This augurs well for the growth of overall Industry.

The watch industry witnessed the entry of several luxury and fashion brands during the year, which resulted in increasing the competition for retail space in the multi brand outlets across the country. Companies, which are expanding their retail footprint and offering a portfolio of brands continue to grow faster. Your Company has the unique advantage of being the only international brand with its own domestic manufacturing capabilities, a portfolio of eleven international brands and the presence of its own retail chain, "The Time Factory", comprising of 69 stores.

OUTLOOK/OPPORTUNITES & KEY CHALLENGES

The current economic environment, the growing awareness of global fashion trends and the changing life style of the Indian consumers are indicative of high growth for life style brands with emphasis on outdoor & technology, fashion and luxury segments. Over the last several decades, the Timex Brand has come to be known for its technological superiority and large offering of outdoor and fashion products.

Your Company shall continue to invest in its product portfolio and strengthen the communication of its brand attributes of "Superior Technology", "Sporty" and "Fashionable". The younger segment has also been identified as a segment poised for high growth, which shall be largely addressed through product differentiation and offering an exclusive range crafted by International designers following the global trends.

The Timex Group now offers a portfolio of eleven international brands including Timex, i.e. Salvatore Ferragamo, Versace, Guess, Gc, Nautica, Marc Ecko, TX, Valentino, Versus and OPEX. During the year, your Company intends to introduce Salvatore Ferragamo, Versace and Marc Ecko to the Indian Consumers to pursue its portfolio strategy and, further strengthen its retail presence through expansion of "The Time Factory" stores and gain share in the Multi Brand Retail outlets. Your Company has identified these as key action points for driving business growth in the coming years.

RISKS/THREATS

Your Company is expanding its retail network through franchisees at the front end. This is an efficient way to expand rather than having Company owned/managed showrooms which is a costlier option. The relationships have to be actively managed to pre-empt shifting of loyalties of these franchisees to other product category/Brands.

The Company is addressing this risk by initiating a high level of engagement with the franchisees and addressing their reasonable business requirements in an empathetic manner, through both contractual arrangements and day to day interface with these business associates.

The increasing operating costs of retailing also pose as risk to the maintenance of operating margins.

The weakening rupee had a negative impact on the profitability of your Company being a net importer. Your Company continues to drive operating efficiencies to overcome and mitigate such risks.

GOVERNMENT POLICY

Your Company has been actively involved with the "All India Federation of Horological Industries", an apex body of Horological Industry in India. Your Company together with AIFHI has been taking up issues concerning the Watch Industry and your Company in particular, with the various government agencies. We have made several representations to the government for reduction and rationalization of duties, increase in the rate of abatement on watches, and enhancement of DEPB credit rates relating to export of Quarts Analogue Watches including other export benefits etc. We shall continue our efforts to represent the interests of the Industry and your own Organisation.

FINANCE

Your Company has been able to manage its cash flow through improved collections and utilized the surplus cash to reduce the borrowings and accounts payable, which has resulted in savings in Interest costs despite firming up of Interest Rates.

The Company does not hold any fixed deposits from the public, shareholders & employees. There were no overdue / unclaimed deposits as on 31 March 2010.

During the year under review, the Company made payment aggregating to Rs.30.06 Crore by way of Central, State and local sales taxes and duties as against Rs. 27.39 Crore in the previous year.

Your Company is also paying dividend on its Preference Shares at the agreed coupon rate. The dividend liability on preference shares until March 2009 was waived by the Preference Share Holders.

SEGMENT WISE REPORTING

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has endeavoured to continuously improve the internal controls both relating to financial reporting and Operations. Your Company has well established procedures for internal control, which are commensurate with its size and operations. *

The internal control mechanism comprises of a well-defined organization structure, documented policy guidelines, predetermined authority levels and processes.

The systems and operations are regularly reviewed by the Audit Committee to ensure and review their effectiveness and implementation. The Statutory Auditors of the Company also attend these meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee also issues directives for enhancement in scope and coverage of specific areas, wherever felt necessary.

HUMAN RESOURCES

Your Company is proud to have result oriented, committed & loyal employees, who are the key resource for the growth of its business. Your Company provide a challenging work environment that encourages meritocracy at all levels and has believed in an environment that fosters accomplishment, ownership, creativity and mutual respect.

One of the key challenges in this area is to increase manpower productivity, through training and motivational programmes. The efforts are on to impart training to sales staff at our TTF Stores.

The information required as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is annexed herewith forming part of this report. However as per provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, only the report and accounts are being sent to all the shareholders excluding the statement of particulars of employees under Section 217 (2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office address of the Company.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis, outlining the Companys objective, expectations or predictions may be forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied in the statements. The important factors that could influence the Companys operations include demand and supply conditions affecting sale price of finished goods, input availability and prices, changes in government regulation, tax laws, economic developments within the country and abroad and such other factors such as litigation and industrial relation etc.

DEMATERIALISATION

Since year 2000, the equity shares of your Company are being compulsorily traded in dematerialization form. As on date, 33977 no. of shareholders representing 21.86% of the Equity Share are holding shares in the dematerialized form.

DIRECTORS

Mr. Daya Dhaon retires by rotation as Director of the Company and being eligible, offers himself for reappointment.

Mr. .Hans-Kristian Hoejsgaard resigned from directorship of the Company. The Company wishes to place on record its appreciation for the valuable guidance and support provided by Mr. Hoejsgaard during his tenure as Director and Chairman of the Board of Directors of the Company.

Mr. Sherer was appointed an Additional Director to hold office up to the date of the forthcoming shareholders meeting. Mr. Sherer has been subsequently appointed as Chairman of the Board of Directors pursuant to Articles of Association of the Company. Your Company has received notice from a shareholder seeking his appointment as Director of your Company pursuant to Section 257 of the Companies Act 1956.

Mr. Pradeep Mukerjee was appointed as an Additional Director during the year to hold office up the date of the forthcoming shareholders meeting. Your Company has received notice from a shareholder seeking his appointment as Director of your Company pursuant to Section 257 of the Companies Act 1956.

Mr. V.D.Wadhwa was appointed an Additional Director to hold office up the date of the forthcoming shareholders meeting. Mr. Wadhwa was subsequently appointed Managing Director of the Company in place of Mr. G. Kannan, who resigned from the directorship and the post of Managing Director effective 29 April 2010.Your Company has received notice from a shareholder seeking Mr. Wadhwas appointment as Director of your Company pursuant to Section 257 of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:

(i) That in preparation of the Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards has been followed along with proper explanation relating to material departures.

(ii) The Directors had 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.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

(v) The Directors are pleased to recommend payment of dividend on 3,86,00,000 Cumulative Redeemable Preference Shares ( both the series) of Rs Ten each at the rate of Rs.0.71/- per share and on 25,00,000 Non- Cumulative Redeemable Preference Shares of Rs Ten each at the rate of Rs 0.01 per preference share, subject to approval by the shareholders at the Annual General Meeting,

As per Section 217 of the Companies Act, the Directors take note of the Auditors Report (Clause 4f) and share that the decision of the Central Government on the request made is awaited and the Company shall abide by the due legal process.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Companys Auditors confirming compliance is set out in the Annexure forming part of this report.

CONSERVATION OF ENERGY

Information required as per Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

AUDITORS

M/s BSR & Co., Chartered Accountants and Statutory Auditors of the Company retire and are eligible for reappointment.

ACKNOWLEDGEMENTS

Lastly, your 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 Companys bankers and finally the Members of the Company and its employees.

For and on behalf of the Board of Directors

Kapil Kapoor Vice-Chairman

New Delhi 27 May, 2010