To the Members of Timex Group India Limited

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

FINANCIAL RESULTS AND PERFORMANCE

(Rs. in Lakhs)

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

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

A calibrated, multi channel growth strategy enabled the Company to unlock opportunities across all routes to market in parallel. The trade channel, comprising distributors, dealers, branded showrooms, and key accounts, remained the largest revenue contributor and a key driver of overall growth. Performance was further supported by the continued expansion of the e commerce channel, rising traction in the luxury segment aided by premiumisation, stronger contributions from Timex international collections, an enhanced retail presence, and

sustained momentum in fashion and luxury brands. Select tactical marketing interventions provided incremental upside. In parallel, the e commerce and OEM businesses contributed meaningfully to profitability and cash generation, reinforcing the overall financial resilience of the Company.

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

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

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

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

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

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

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

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

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

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

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

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

Key areas of product development included:

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

finishing and visibility

Enhanced multifunctionality, incorporating chronograph and GMT capabilities across select collections

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

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

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

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

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

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

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

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

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

Material integrity, enhancing both durability and perceived quality

Clarity in design language, enabling strong differentiation across collections

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

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

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

' Marlin' remains emblematic of classic design, drawing from mid-century influences

' Waterbury' reflects traditional craftsmanship and everyday reliability

' Q Timex' continues to reinterpret archival designs for contemporary audiences

' Fria' strengthens the Company's presence in the women's segment

' Expedition' caters to functional and utility-driven requirements

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

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

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

The strategy within this segment is centred on:

Delivering design-led differentiation at accessible price points

Maintaining frequent and relevant product refresh cycles

Leveraging scale efficiencies in sourcing and production

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

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

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

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

Together, these brands support expansion across diverse consumer segments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Targeted editorial and celebrity-led collaborations remained central to strengthening brand salience within premium media environments. Timex partnered with ELLE for a digital cover featuring Pooja Hegde, while Guess watches and jewellery collaborated with Masoom Minawala in association with Travel

+ Leisure , reinforcing their global fashion credentials. Philipp Plein extended its bold, premium positioning through an editorial collaboration with Bobby Deol in partnership with ELLE.

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

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

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

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

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

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

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

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

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

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

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

DIVIDEND

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

(A) dividend was paid with the approval of equity shareholders in their 37th Annual General Meeting ("AGM") on two tranches of preference shares i.e. (i) dividend at the rate of Rs. 0.009 per share on 0.09% non-cumulative redeemable non- convertible preference shares amounting to Rs. 22,500 for the FY 2024-25 and (ii) dividend at the rate of Rs. 1.388 per share on 13.88% cumulative redeemable non- convertible preference shares amounting to Rs. 9,53,55,600 comprising of Rs. 3,17,85,200 each for the FY 2024-25, FY 2018-19 and FY 2019-20, with a view

to pay off part of unpaid accumulated dividend out of available distributable profits.

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

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

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

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

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

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

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

(iii) dividend at the rate of Rs. 1.075 per share on 10.75% cumulative redeemable non- convertible preference shares amounting to Rs. 4,20,74,861 comprising of Rs. 1,27,10,952 for the FY 2024-25 and Rs. 2,93,63,909 for

the FY 2025- 26,

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

The Board of Directors has not recommended any dividend on equity shares of the Company and does not propose to transfer any amount to General Reserve.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy. The Policy is available on our website at -

CHANGES IN SHARE CAPITAL

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

2,29,00,000, 13.88% Cumulative Redeemable Non-Convertible Preference Shares of Rs. 10/- each held by M/s Timex Group Luxury Watches B.V. (TGLW), the Holding Company, were due for redemption on March 20, 2026 on completing their tenure of 20 years. These shares were redeemed on due date out of distributable profits of the Company by creation of Capital Redemption Reserve equivalent to face value of shares.

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

MANAGEMENT DISCUSSION AND ANALYSIS ECONOMIC CONDITIONS AND OUTLOOK

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

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

OVERVIEW OF WATCH INDUSTRY

During FY 2025?€“26, the Indian watch industry demonstrated a resilient performance despite global macro economic challenges, supported by steady domestic demand and evolving consumer preferences. The premium and luxury segments outperformed the broader market, driven by rising disposable incomes, premiumisation trends and increased acceptance of watches as lifestyle and fashion accessories. Analog and quartz watches remained resilient in both value and volume terms, supported by

gifting demand and design led premium offerings. The continued expansion of e commerce and omni channel retail enhanced market reach across Tier II and Tier III cities. Overall, the industry remained on a stable growth trajectory, underpinned by favourable demographics, brand led differentiation and sustained consumer demand.

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

GROWTH DRIVERS OF THE COMPANY

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

Expansion of E-Commerce and Physical Distribution Channels

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

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

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

branding, upgraded fixtures and targeted marketing interventions aimed at enhancing the overall consumer experience.

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

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

Product portfolio:

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

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

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

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

Franchise-led portfolio development, enabling focused growth across categories

Collaborations and brand initiatives, enhancing consumer engagement and visibility

Channel expansion, including retail and digital platforms

Portfolio diversification, ensuring balanced growth across segments

These drivers collectively support a resilient and scalable growth model.

Increasing Marketing initiatives:

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

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

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

Strengthening manufacturing capabilities

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

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

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

Internal and external stakeholder support

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

OPPORTUNITIES AND CHALLENGES

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

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

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

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

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

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

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

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

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

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

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

RISKS & THREATS

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

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

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

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

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

Financial and Cost Related Risks

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

Supply Chain and External Dependence

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

Product and Portfolio Transition Risks

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

Channel Evolution and Market Access

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

Competitive Intensity

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

OEM Business Concentration

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

Digital and Technology Adoption

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

Brand Protection and Counterfeiting

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

Labour and Workforce Risk ?€“ Baddi Manufacturing Facility

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

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

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

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

Other Business and Operating Risks

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

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

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

Mr. Deepak Chhabra was re-appointed as the Managing Director of the Company for a period of three years, effective March 28, 2025, by the Board of Directors at its meeting held on March 19, 2025. The following matters relating to his re-appointment and remuneration were approved by the Members of the Company with appropriate majority, through resolutions passed by way of postal ballot:

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

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

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

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

Apart from the changes provided above, there were no other changes in the Directors or Key Managerial Personnel (KMP) during the year. As on March 31, 2026, the Company had the following KMPs:

1. Mr. Deepak Chhabra ?€“ Managing Director

2. Mr. Amit Jain ?€“ Chief Financial Officer

3. Mr. Dhiraj Kumar Maggo ?€“ Vice President ?€“ Legal, HR, Company Secretary

Declaration by the Independent Directors

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

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

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

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

Number of meetings of Board of Directors

The Board met seven times during the Financial Year 2025-26 on April 18, 2025, May 6, 2025, July 29, 2025, September 10,

2025, November 4, 2025, February 3, 2026 and March 20, 2026. All directors attending the meeting actively participated in the deliberations at these meetings. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. More details of the Board meetings have been provided in the 'Report on Corporate Governance'.

COMMITTEES OF THE BOARD

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

6. Share Allotment and Transfer Committee

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

NOMINATION AND REMUNERATION POLICY

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

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

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

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

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

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

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

EMPLOYEE REMUNERATION

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

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

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members 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.

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

FORMAL ANNUAL EVALUATION

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

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

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

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

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

FINANCE

The Company has neither invited nor held any fixed deposits. There were no overdue / unclaimed deposits as on March 31, 2026.

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

SEGMENT WISE REPORTING

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

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES OF THE COMPANY

The Company has no subsidiary, Joint Venture or Associate Company as on March 31, 2026.

LISTING

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

AUDITORS AND AUDITORS' REPORT

a. Statutory Auditors

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

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

The Report given by M/s Deloitte Haskins & Sells LLP, Statutory Auditors on the financial statement of the Company for the year 2025-26 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

b. Secretarial Auditors and Secretarial Audit Report

M/s NKJ and Associates, Company Secretaries (Certificate of Practice No. 5233) were appointed as the Secretarial Auditors of the Company by the shareholders in their 37th annual general meeting. They have carried out the Secretarial Audit of the Company for the financial year 2025-26. The Report given by the Secretarial Auditors is annexed as Annexure B and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

They have undertaken the audit considering all the applicable compliances as per the Companies Act, 2013,

Securities and Exchange Board of India Regulations and other corporate laws/ Circulars/Guidelines. The Annual Secretarial Compliance Report issued by the Secretarial Auditors is submitted to the Stock Exchange within 60 days of the end of the Financial Year.

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

HUMAN CAPITAL AND PEOPLE STRATEGY

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

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

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

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

SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS

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

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

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

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

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

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

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

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

SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of Directors' Report of the Company i.e. May 26, 2026.

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

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3)(a) of the Act, the Annual Return as on March 31, 2026 is available at the web link ?€“

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

CONSERVATION OF ENERGY

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

DEMATERIALISATION

The equity shares of the Company are being compulsorily traded in dematerialized form. As on March 31, 2026, 42698 no. of shareholders representing 97.79% of the Equity Share Capital are holding shares in dematerialized form.

COST RECORDS

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

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

MATERNITY BENEFITS ACT, 1961

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

APPLICATION UNDER INSOLVENCY AND

BANKRUPTCY CODE, 2016

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2025-26.

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

The Company has not made any such valuation during the financial year 2025-26.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its customers, the watch trade, the New Okhla Industrial

Development Authority, the Governments of Uttar Pradesh and Himachal Pradesh, the Banks / Financial Institutions and other stakeholders such as - shareholders, customers and suppliers, among others, and its employees. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.