Timex Group India Ltd — AGM Information 2024

Aug 7, 2024

Digitally signed by DHIRAJ KUMAR MAGGO DN: c=IN, o=PERSONAL, pseudonym=6901c8f2750549e88eda69809517bf0e, 2.5.4.20=264595c5fc6f12cef830e761398a444d451cc5 0bb6bb208a553072dccb0fd972, postalCode=110035, st=DELHI, serialNumber=21ec5f2b8c452b692ce15d146c9d4036 572b370ced98d10f00fb86f8afb78f7d, cn=DHIRAJ KUMAR MAGGO Date: 2024.08.07 16:11:42 +05'30'

DHIRAJ KUMAR MAGGO

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the Thirty-Sixth Annual General Meeting of the Members of TIMEX GROUP INDIA LIMITED will be held on Wednesday, September 4, 2024 at 4:00 p.m. through Video Conferencing (VC)/ Other Audio-Visual means (OAVM), to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31[st] March 2024, and the Report of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. David Thomas Payne (DIN:07504820), who retires by rotation and being eligible, offers himself for appointment.

By Order of the Board of Directors For and on behalf of Timex Group India Ltd

Sd/Dhiraj Kumar Maggo VP - Legal, HR & Company Secretary Membership No. F7609

Registered Office: E-10, Lower Ground Floor, Dated: May 28, 2024 Lajpat Nagar-III, New Delhi-110024

NOTES

1. Pursuant to the General Circular numbers 09/2023, 10/2022, 2/2022, 21/2021, 19/2021, 02/2021, 20/2020, 17/2020, 14/2020 issued by the Ministry of Corporate Affairs (MCA) and Circular numbers SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2023/167, SEBI/HO/CFD/PoD-2/P/CIR/2023/4, SEBI/ HO/CFD/CMD2/CIR/P/2022/62 SEBI/HO/CFD/CMD2/ CIR/P/2021/11 and SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as “the Circulars”), companies are allowed to hold AGM through VC, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC. The deemed venue for the 36[th] AGM will be E-10, Lower Ground Floor, Lajpat Nagar- III, New Delhi - 110024.

2. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a member of the Company. Since the AGM is being held in accordance with the Circulars through VC, the facility for appointment of proxies by the members will not be available for this AGM and hence the Proxy Form, Attendance Slip and Route Map of AGM are not annexed to this notice.

3. Participation of members through VC will be reckoned for the purpose of quorum for the AGM as per section 103 of the Companies Act, 2013 (“the Act”).

4. Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large shareholders (Shareholders holding 2% or more shareholding), promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

5. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC. Corporate members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution / authorization letter to the Company or upload on the VC portal / e-voting portal.

6. The Register of Members and Share Transfer Books of the Company will remain closed from September 2, 2024 to September 3, 2024 (both days inclusive).

7. The Statement pursuant to section 102 of the companies Act 2013 in respect of the business under Item no.2 is annexed hereto. Relevant details, in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director retiring by rotation and proposed to be re-appointed is annexed to this Notice.

8. In Compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management & Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Company is pleased to offer e-voting facility which will enable the members to cast their votes electronically through e-voting services provided by NSDL, on all resolutions set forth in this notice (Remote e-voting). Members who have cast their votes by remote e-voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The Manner of voting remotely by members holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the instructions for e-voting section which forms part of the notice.

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1. Members holding shares in electronic form are requested to intimate immediately, any change in their address or bank mandates to their depository participant(s) with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to intimate changes, if any, in their Registered Address along with Pin Code Number and the bank details immediately to the Registrar and Share Transfer Agent, M/s Alankit Assignments Limited.

2. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection electronically by the members during the AGM. All documents referred in the Notice will be available without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. September 4, 2024. Members seeking to inspect such documents can send an email to investor.relations@timex.com.

3. Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form are advised to file nomination in the prescribed Form SH-13 with the Company’s Registrar and Share Transfer Agent. In respect of shares held in electronic/ demat form, the members may please contact their respective depository participant.

4. In compliance with the Circulars, the Annual Report 2024, the Notice of the 36th Annual General Meeting and instructions for e-voting are being sent only through electronic mode to those members whose email addresses are registered with the Company / depository participant(s).

5. Members may also note that the Notice of the 36th Annual General Meeting and the Annual Report for 2024 will also be available on the Company’s website, www.timexindia. com, website of BSE Limited at www.bseindia.com and on the website of NSDL https://www.evoting.nsdl.com for their download.

The Shareholder of the Company may request physical copy of the Annual Report from the Company by sending a request at investor.relations@timex.com in case they wish to obtain the same.

1. We urge members to support our commitment to environmental protection by choosing to receive the Company’s communication through email. Members holding shares in demat mode, who have not registered their email addresses are requested to register their email addresses with their respective depository participants, and members holding shares in physical mode are requested to update their email addresses with the Company’s RTA, M/s Alankit Assignments Limited at rta@alankit.com to receive copies of the Annual Report 2024 in electronic mode. Members may follow the process detailed below for registration of email ID to obtain the Annual Report and for procuring user ID / password for e-voting on the resolutions set out in the Notice:

2. a. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to investor.relations@timex.com.

3. b. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investor.relations@timex.com.

4. Securities and Exchange Board of India (SEBI) vide its Master Circular dated May 17, 2023 read with SEBI Circular dated November 17, 2023 has made it mandatory that the security holders (holding securities in physical form) to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers. In case of non-updating of aforesaid documents/ details, the shareholder shall be eligible to lodge grievance or avail service request from the RTA only after furnishing the complete documents/ details except for nomination details. Also, such shareholders shall be eligible for any payment including dividend etc. only through electronic mode upon furnishing all the aforesaid details in entirety, except for nomination details. The formats for Nomination and Updating of KYC details viz; Forms ISR-1, ISR-2, ISR-3, SH-13, SH-14 are available on our website i.e. www.timexindia.com. Members holding shares in physical form are requested to intimate such changes to Company’s RTA [through Form ISR-1, Form ISR- 2 and Form ISR-3 (as applicable)]. Members holding shares in electronic form may approach their respective DPs for furnishing PAN, Nomination, Contact details, Bank A/c details and Specimen signature completing the nomination formalities. Changes intimated to the DP will then be automatically reflected in the Company’s records.

Member may also note that SEBI vide its Circular dated January 25, 2022 has mandated listed companies to issue securities in dematerialized form only while processing service request viz. Issue of duplicate securities certificate; endorsement; sub-division/ splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Accordingly, Members are requested to make service requests submitting a duly filled and signed Form ISR-4.

Relevant details and forms prescribed by the SEBI in this regard are available on the website of the company at www. timexindia.com, for information and use by the Shareholders.

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You are requested to kindly take note of the same and update your particulars timely.

Members who are holding shares in demat mode are requested to notify any changes in their residential address, Bank A/c details and/or email address immediately to their respective Depository Participant.

1. The Voting period begins on August 31, 2024 at 09:00 AM and ends on September 3, 2024 at 5:00 PM. During this period Members, holding shares either in physical form or dematerialised form, as on the cut-off date i.e. August 29, 2024, may cast their vote electronically. The Remote e-voting module shall be disabled by NSDL for voting thereafter. The voting rights of the Members shall be in proposition to their share of the paid-up equity share capital of the Company as on the cut-off date of August 29, 2024.

2. The facility for voting during the AGM will also be made available. Members present in the AGM through VC and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system during the AGM.

3. Any person who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. August 29, 2024, may obtain the login ID and password by sending a request at evoting@nsdl.com However, if he / she is already registered with NSDL for remote e-voting then he / she can use his / her existing user ID and password for casting the vote.

4. Mr. Neelesh Kumar Jain, Proprietor, M/s N.K.J. & Associates, Company Secretaries, (Membership Number FCS 5593, Certificate of Practice No. 5233), has been appointed as the Scrutinizer to scrutinize the e-voting process in fair and transparent manner.

The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through Remote e-voting and voting cast on the date of AGM in the presence of at least 2 witnesses not in employment of the Company. The Scrutinizer shall submit a consolidated report of the total votes casted in favour of or against, if any, within two working days from conclusion of the AGM to the Chairman of the Company. The Chairman, or any other person authorised by the Chairman shall declare the result of the voting forthwith. The result of remote e-voting and voting during the AGM on the resolution shall be aggregated and declared on or after the AGM of the Company. Subject to receipt of requisite number of votes, the resolution shall be deemed to be passed on the date of the AGM. The result, along with Scrutinizers Report will be placed on

the Company’s website, www.timexindia.com, and on the website of NSDL immediately after the result is declared by the Chairman or by any other person authorised by the Chairman, and the same shall also be communicated to the BSE Ltd.

1. Shareholders, who would like to express their views/have questions may send their questions in advance, at least 48 hours before the commencement of the meeting, mentioning their name, demat account number/folio number, email id, mobile number at investor.relations@timex.com. Such questions by the members shall be taken up during the meeting or replied within 7 days from AGM date by the Company suitably.

Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at investor.relations@timex. com at least 48 hours before the commencement of the Meeting. Those members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:

The remote e-voting period begins on August 31, 2024, at 09:00 A.M. and ends on September 3, 2024 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. August 29, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being August 29, 2024.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virstual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Type of shareholders		Login Method	Login Method
Individual	Shareholders	holding	1.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either
securities in	demat mode with NSDL.			on a Personal Computer or on a mobile. On the e-Services home page click on the“Beneficial
				Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter
				your existing User ID and Password. After successful authentication, you will be able to see e-Voting
				services under Value added services. Click on“Access to e-Voting”under e-Voting services and you
				will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDL
				and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote
				e-Voting period or joining virtual meeting & voting during the meeting.
			2.	If you are not registered for IDeAS e-Services, option to register is available at
				https://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at
				https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
			3.	Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://
				www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of
				e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
				Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown
				on the screen. After successful authentication, you will be redirected to NSDL Depository site
				wherein you can see e-Voting page. Click on company nameor e-Voting service provider i.e.
				NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the
				remote e-Voting period or joining virtual meeting & voting during the meeting.
			4.	Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by
				scanning the QR code mentioned below for seamless voting experience
				NSDLMobileAppisavailableon
				tJAppStore ~ GooglePioy
Individual	Shareholders	holding	1.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing
securities in	demat mode with CDSL			user id and password. Option will be made available to reach e-Voting page without any
				further authentication. The users to login Easi /Easiest are requested to visit CDSL website
				www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your
				existing my easi username & password.
			2.	After successful login the Easi / Easiest user will be able to see the e-Voting option for
				eligible companies where the evoting is in progress as per the information provided by
				company. On clicking the evoting option, the user will be able to see e-Voting page of the
				e-Voting service provider for casting your vote during the remote e-Voting period or joining
				virtual meeting & voting during the meeting. Additionally, there is also links provided to
				access the system of all e-Voting Service Providers, so that the user can visit the e-Voting
				service providers’ website directly.
			3.	If the user is not registered for Easi/Easiest, option to register is available at CDSL website
				www.cdslindia.com and click on login & New System Myeasi Tab and then click on
				registration option.
			4.	Alternatively, the user can directly access e-Voting page by providing Demat Account Number
				and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will
				authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat
				Account. After successful authentication, user will be able to see the e-Voting option where the evoting
				is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding		securities		You can also login using the login credentials of your demat account through your Depository
in demat mode) login through their				Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see
depository participants				e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
				successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting
				service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your
				vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual	Shareholders holding	Members facing any technical issue in login can contact NSDL helpdesk by sending a request
securities in	demat mode with NSDL	at evoting@nsdl.com or call at 022 - 4886 7000
Individual	Shareholders holding	Members facing any technical issue in login can contact CDSL helpdesk by sending a request
securities in	demat mode with CDSL	at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

	4. Your User ID details are given below :
	Manner of holding shares i.e. Demat (NSDL or	Your User ID is:
	CDSL) or Physical
a)	For Members who hold shares in demat account	8 Character DP ID followed by 8 Digit Client ID
	with NSDL.	For example if your DP ID is IN300 and Client ID is 12*** then
		your user ID is IN30012***.
b)	For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user
		ID is 12**
c)	For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company
		For example if folio number is 001*** and EVEN is 101456 then user ID
		is 101456001***

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

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1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting. nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote

General Guidelines for shareholders

1. Institutional Shareholders (i.e, other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the scrutinizer by e-mail to nkj@nkj.co.in with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e, other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Power of attorney / Authority Letter” displaying under “e-voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forget User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022-4886 7000 or send a request to Prajakta Pawle - Executive NSDL at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investor.relations@timex.com.

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1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investor.relations@timex.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

2. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

3. In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “ Join meeting ” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

Registered Office: By Order of the Board of Directors E-10, Lower Ground Floor, For and on behalf of Timex Group India Ltd Lajpat Nagar-III, New Delhi-110024 Sd/Dhiraj Kumar Maggo VP - Legal, HR & Company Secretary Dated: May 28, 2024 Membership No. F7609

Dated: May 28, 2024

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ANNEXURE TO ITEM NO. 2 OF THE NOTICE Details of Director seeking appointment at the 36[th] Annual General Meeting (In pursuance of Secretarial Standards - 2 on General Meeting and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

Name	Mr. David Thomas Payne
DIN	07504820
Date of birth/ age	26 July 1971/52 years
Nationality	United State of America
Qualifcations	Bachelor of Science degree in Computer Science from the University of Alabama, and a Juris
	Doctor degree from Washington & Lee University School of Law.
Experience (including nature of expertise in specifc functional areas)/ Brief Resume	Mr. David Thomas Payne is Senior Vice President, General Counsel, HR and Corporate Secretary for Timex Group, specializing in licensing, employment law, employee benefts, corporate fnance, international distribution, advertising and trademark law. Since joining Timex Group in 2001, Mr. Payne has advised the company in signifcant transactions including
	the negotiation of license agreements with major fashion and luxury brands, mergers and acquisitions and bank fnancing agreements, as well as representing the company in litigation
	and environmental matters.
	Prior to joining Timex, Mr. Payne represented employers in commercial and employment
	litigation, and secured creditors in bankruptcy proceedings.
Terms and conditions of re-	Proposed to be re-appointed as Non-Executive Non-Independent Director, liable to retire by
appointment	rotation
Remuneration last drawn	Nil
(including sitting fee, if any)
Remuneration sought to be paid	Nil
Date of frst appointment on the	April 20, 2018
Board
Date of last re-appointment	Not Applicable
Shareholding (including benefcial ownership) in Timex	Nil
Group India Limited as on
March 31, 2024
Relationship with other directors,	Nil
key managerial personnel of the
Company
Number of Board Meetings	8 out 8 Board meetings
attended for the FY 2023-24
Name of Companies in which he/	• BTX, Inc.
she holds directorship	• Indiglo Corporation
	• Ingersoll Watch Company
	• Joint Trademark Holdings, LLC
	• LR Property Holdings LLC
	• Middlebury Land Development, LLC
	• Sequel eCommerce, Inc. (f/k/a U.S. Time, Inc.)
	• Sequel International, Inc.

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Name	Mr. David Thomas Payne
Name of Companies in which he/	• Tiempo S.A. de C.V.
she holds directorship	• Time Factory, Inc.
	• Time Master Watches and Accessories Private Limited
	• Timex (Shanghai) Trading Co. Ltd.
	• Timex Espana S.A.
	• Timex Group Canada, Inc.
	• Timex Group Customer Service Europe GmbH
	• Timex Creative Lab S.r.l. (f/k/a Timex Group Italia S.r.l.)
	• Timex Group Luxury Watches B.V.
	• Timex Group USA, Inc.
	• Timex Licensing Corporation
	• Timex Limited
	• Timex Nederland B.V.
	• Timex Pension Trustee Company Limited
	• Timex Resources Limited
	• Timex Trustee Corporation
	• Timex.com, Inc.
	• Timexpo Corporation
	• TMX Limited N.V.
	• TMX Manufacturers B.V.
	• TMX Philippines, Inc.
	• TX Group Europe Limited
	• TX Watch Company, Inc
	• U.K. Time Manufacturing, Ltd.
	• Vertime B.V.
Name of Committees of other	None
Indian Companies in which he/
she holds Membership
Name of Companies in which he/	• Giorgio Galli Design Lab S.r.l.
she has resigned in the past three
years

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