Timex Group India Ltd

To the Members of Timex Group India Limited

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)

*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 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. 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 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 2023-24, the IMFs April 2024 World Economic Outlook (WEO) alludes to the 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 t his 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 2023-24 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 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%20Annual_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 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 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 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.

DIN: 07504820

Place: Connecticut, USA

Date: May 28, 2024