Timex Group India Ltd — Proxy Solicitation & Information Statement 2025

Apr 22, 2025

Digitally signed by DHIRAJ KUMAR MAGGO DN: c=IN, o=PERSONAL, pseudonym=6901c8f2750549e88eda69809517bf0e, 2.5.4.20=264595c5fc6f12cef830e761398a444d451cc50bb6bb 208a553072dccb0fd972, postalCode=110035, st=DELHI, serialNumber=21ec5f2b8c452b692ce15d146c9d4036572b37 0ced98d10f00fb86f8afb78f7d, cn=DHIRAJ KUMAR MAGGO Date: 2025.04.22 16:22:38 +05'30'

DHIRAJ KUMAR MAGGO

TIMEX GROUP INDIA LIMITED

CIN: L33301DL1988PLC033434

Regd. Office: E-10, Lower Ground Floor, Lajpat Nagar-III, New Delhi-110024 Tel: 011-41021297 Website: www.timexindia.com Email Id: investor.relations@timex.com

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013)

Dear Member(s),

NOTICE is hereby given that the resolutions set out below are proposed to be passed by the Members of Timex Group India Limited (“the Company”) by means of Postal Ballot, only by way of remote e-voting process (“e-voting”), pursuant to Section 110 read with Section 108 of the Companies Act, 2013 (“the Act”), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 03/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standards on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time).

The Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts and the reasons/ rationale relating to the resolutions mentioned in this Postal Ballot Notice is annexed hereto and forms part of this Notice.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, and MCA Circulars, the manner of voting on the proposed resolutions is restricted only to remote e-voting i.e. casting votes electronically instead of submitting the Postal Ballot Form physically. Accordingly, this Postal Ballot Notice and instructions or e-voting are being sent only through electronic mode to those Members whose e- mail addresses are registered with the Company/ Depository Participants (“DP”). If Member’s e-mail address is not registered with the Company/ Depository Participants, then members may please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and Password for remote e-voting.

The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for the purpose of providing remote e-Voting facility to its Members. The instructions for remote e-Voting are appended to this Notice.

Members holding the equity shares of the Company are as on the Cut-Off date mentioned in this Postal Ballot Notice are requested to carefully read the Instructions For E-Voting given in this Postal Ballot Notice and record their ascent (“FOR”) or dissent (“AGAINST”) on the proposed resolutions through the e-voting process.

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The remote e-Voting facility will be available during the below mentioned period and the Members of the Company holding shares either in physical form or in dematerialized form, as on the Cut-off date will only be considered eligible for the purpose of remote e-Voting.

Cut-off date for eligibility to vote	Friday,April 11,2025
Remote e-Voting start date	Saturday,April 26,2025
Remote e-Voting end date	Sunday,May25,2025

The remote e-Voting facility shall forthwith be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

Further, the Company has made necessary arrangements with its Registrar & Share Transfer Agent, M/s Alankit Assignments Limited to enable the Members to register their email address. Those Members who have not yet registered their email address are requested to register the same by following the procedure set out in Note no. 8 in this Postal Ballot Notice.

The Board of Directors has appointed Mr. Neelesh Kumar Jain, Proprietor, M/s N.K.J. & Associates, Practicing Company Secretaries, (Membership Number FCS 5593, CP No. 5233), to act as the Scrutinizer for conducting the Postal Ballot process through e-voting in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose. The Scrutinizer decision on the validity of the votes cast in the Postal Ballot shall be final.

The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman of the Company or any other person authorized by him. The result of the Postal Ballot would be announced on or before May 27 2025, at the Registered Office of the Company. The said results will also be intimated to the Stock Exchange and displayed on the Company’s website viz. www.timexindia.com.

The members may please note that resolution, if assented by the requisite majority of the shareholders by means of Postal Ballet (through remote e-voting), shall be deemed to have been passed on the last date specified for remote e-voting i.e. Sunday, May 25, 2025.

SPECIAL BUSINESS

ITEM NO. 1: REVISION, RATIFICATION AND WAIVER OF EXCESS REMUNERATION PAID TO MR. DEEPAK CHHABRA (DIN: 01879706), MANAGING DIRECTOR OF THE COMPANY FOR THE PERIOD MARCH 2024 TO FEBRUARY 2025

To consider and if thought fit to pass, the following resolution as a Special Resolution : -

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with other applicable Rules, applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) (including statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Memorandum and Articles of Association of the Company and based on the recommendations and approvals of the Nomination and Remuneration Committee and the Board of Directors in their respective meetings held on April 18, 2025 and subject to such other consents, approvals and permissions as may be required, consent of the Members of the Company be and is hereby accorded to revise, ratify and approve the excess remuneration of Rs. 14,36,250/- paid to Mr. Deepak Chhabra (DIN: 01879706), Managing Director of the Company for the period from March 2024 to February 2025, which was found to be in excess of the maximum permissible limit fixed by the shareholders vide their resolutions passed in terms of Para B of Section II of Part II of Schedule V of the Act.

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RESOLVED FURTHER THAT pursuant to the provisions of sub‐section (10) of Section 197 and other applicable provisions, if any, of the Act including any statutory modification(s) or re-enactment thereof, read with Schedule V to the Act, the consent of the Members of the Company be and is hereby accorded to waive the recovery of excess remuneration of Rs. 14,36,250/- paid to Mr. Deepak Chhabra (DIN: 01879706), Managing Director of the Company, for the period from March 2024 to February 2025, which was found to be in excess of the maximum permissible limit fixed by the shareholders vide their resolutions passed in terms of Para B of Section II of Part II of Schedule V of the Act and as per the details annexed in the Explanatory Statement.

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all such acts(s), deed(s) and thing(s) and execute all such document(s), instrument(s) and writing(s) as may be required and to delegate all or any of its powers herein conferred to any committee of Directors or Director to give effect to the aforesaid resolution.”

ITEM NO. 2: REVISION OF REMUNERATION OF MR. DEEPAK CHHABRA (DIN: 01879706), MANAGING DIRECTOR OF THE COMPANY W.E.F MARCH 01, 2025

To consider and if thought fit to pass, the following resolution as a Special Resolution : -

“RESOLVED THAT pursuant to the provisions of Section 196, 197, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with other applicable Rules, applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) (including statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Memorandum and Articles of Association of the Company and based on the recommendations and approvals of the Nomination and Remuneration Committee and the Board of Directors in their respective meetings held on March 19, 2025 and subject to such other consents, approvals and permissions as may be required, consent of the Members of the Company be and is hereby accorded for revision of remuneration of Mr. Deepak Chhabra (DIN: 01879706), Managing Director of the Company, with effect from March 1, 2025 for the remaining period of his tenure as per the terms and conditions mentioned under Para (A) of the Explanatory Statement annexed to this Notice, with the authority to the Board to alter and vary the terms of his remuneration in such manner as may be agreed to between the Board of Directors and Mr. Deepak Chhabra.

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all such acts(s), deed(s) and thing(s) and execute all such document(s), instrument(s) and writing(s) as may be required and to delegate all or any of its powers herein conferred to any committee of Directors or Director to give effect to the aforesaid resolution.”

ITEM NO. 3: RE-APPOINTMENT OF MR. DEEPAK CHHABRA (DIN: 01879706) AS MANAGING DIRECTOR OF THE COMPANY

To consider and if thought fit to pass, the following resolution as a Special Resolution : -

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) (including statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Memorandum and Articles of Association of the Company, the recommendations and approvals of the Nomination and Remuneration Committee and the Board of Directors in their respective meetings held on March 19, 2025 and subject to such other consents, approvals and permissions as may be required, consent of the Members of the Company be and is hereby accorded for the reappointment of Mr. Deepak Chhabra (DIN: 01879706) as Managing Director of the Company for a

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period of 3 years w.e.f. March 28, 2025, not liable to retire by rotation, on such terms and conditions including remuneration as mentioned in Para (B) of the Explanatory Statement annexed to this Notice, with the authority to the Board to alter and vary the terms and conditions of such reappointment or agreement in such manner as may be agreed to between the Board of Directors and Mr. Deepak Chhabra.

RESOLVED FURTHER THAT in the event of any loss or inadequacy of profits in any financial year during his tenure, the company shall pay him remuneration by way of salary, perquisites and other allowances as specified in the Explanatory Statement in accordance with Section II of Part II of Schedule V of the Act as amended from time to time, as minimum remuneration.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to very, alter or modify the remuneration based on the recommendations of the Nomination and Remuneration Committee and as may be agreed between the Board and Mr. Deepak Chhabra.

RESOLVED FURTHER THAT the Board (which term shall be deemed to include any Committee of the Board constituted to exercise its powers including the powers conferred by this resolution) be is hereby authorised to take such steps as may be necessary for obtaining requisite approvals – statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental there to and to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to the aforesaid resolution.”

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

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

Place: Noida Dated: April 18, 2025

Dhiraj Kumar Maggo VP – Legal, HR & Company Secretary ICSI Membership No. F7609

NOTES:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 of the Companies Act, 2013 along with details in terms of Regulation 36(3) of the SEBI LODR Regulations and Secretarial Standard- 2 on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) setting out material facts concerning the Special Business as set out in the Notice is appended below and forms part of this Notice.

2. In terms of the MCA circulars, the Company would be sending this Postal Ballot Notice only through e-mail to all those Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) as on Friday, April 11, 2025 (“Cut-off Date”) and who have registered their email address in respect of electronic holdings with the Depository through the concerned Depository Participants (“DPs”) and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, M/s Alankit Assignments Limited (“RTA”). The voting rights shall be reckoned on the paid up value of shares registered in the name of the shareholders as on the Cut-off date. The hard copy of this Notice along with postal ballot forms and pre-paid business envelope will not be sent to the Members.

3. The Postal Ballot Notice is also placed on the website of the Company www.timexindia.com, on the website of NSDL at www.evoting.nsdl.com and on the website of the BSE Limited www.bseindia.com.

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1. The Members whose name appears on the Register of Members/List of Beneficial Owners as on Cut-off date, will be considered for the purpose of voting. The voting rights for the equity shares are one vote per equity share registered in the name of the Member. A person who is not a Member as on the Cut-Off Date should treat this Notice for information purposes only.

2. In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Companies Act, 2013 read with the rules made thereunder, MCA Circulars and Regulation 44 of the Listing Regulations, the Company is providing the facility to its Members to exercise their rights on the proposed resolutions electronically. The Company has engaged the services of NSDL to provide e-voting facility. The instructions for e-voting are provided as part of this Postal Ballot Notice which the members are requested to read carefully before casting their vote. Accordingly, the communication of the assent or dissent of the Members would take place through e-voting only and accordingly, physical copy of the Notice, postal ballot form and prepaid envelope are not being sent to the Members.

3. The e-voting period commences at 9:00 a.m. (IST) on April 26, 2025, and ends at 5:00 p.m. (IST) on May 25, 2025. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.

4. All material documents referred to in the accompanying Notice and the explanatory statement are open for inspection at the Company’s Registered Office on all working days, except Saturday and Sunday between 11:00 a.m. and 1:00 p.m. up to the date of declaration of Postal Ballot Results.

5. Members who have not Registered their E-mail addresses so far with the Company or Depository Participants, may complete the e-mail registration process as under;

6. I. For Members holding shares in physical form: In compliance with SEBI Circulars dated November 17, 2023, March 16, 2023, December 14, 2021 and November 3, 2021, please send copy of signed Form ISR-1 mentioning your name, folio number, complete address, email address and telephone number to be registered along with self-attested copy of the PAN and any document (such as Driving License, Passport, Bank Statement, AADHAAR) supporting the registered address of the Member, by post to the Company’s Registrars and Share Transfer Agents: M/s Alankit Assignments Limited “Alankit House” 4E/2, Jhandewalan Extension New Delhi-110 055. The Members can also forward a digitally signed copy of Form ISR-1 with supporting documents at the email address of the RTArta@alankit.com. The forms for updating the same are available at www.timexindia.com.

7. II. For the Members holding shares in demat form, please update your email address through your respective Depository participants.

8. SEBI has, vide its Circulars dated March 16, 2023, and November 17, 2023, mandated the submission of PAN, KYC details and nomination by holders of physical securities and linking PAN with Aadhaar. Shareholders are requested to submit their PAN, KYC and nomination details to the Company’s RTA, M/s Alankit Assignments Limited at rta@alankit.com. The forms for updating the same are available at Company’s website www.timexindia.com. Any Grievance Redressal/ Service requests received from the member, will not be processed by RTA until the required documents/complete data as mandated are provided to the RTA.

9. Resolutions passed by the members through postal ballot are deemed to have been passed as if they are passed at the General Meeting of the Members.

10. After sending the Notice of Postal Ballot, an advertisement shall be published in English language newspaper and Hindi language newspaper and same will also be available on the website of the Company at www.timexindia.com

INSTRUCTION FOR E-VOTING

- 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:

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- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting 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.

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

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either 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. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://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 Verification 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 name ore-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. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing 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. 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 websitewww.cdslindia.comand 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 onwww.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 in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see 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.

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 securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding	Members facing any technical issue in login can contact CDSL helpdesk bysendinga request at

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securities in demat mode with CDSL helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method 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.

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.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** thenyour 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

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1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

2. 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.

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

4. (i) If

5. (ii) 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’.

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

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

8. 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.

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

10. 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.

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

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

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

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

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically 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.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

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.

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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 / Authority Letter" displayed 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 “Forgot 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 Ms. Pallavi Mhatre, Senior Manager-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.

2. 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. If you are an Individual shareholder 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 for Individual shareholders holding securities in demat mode .

3. 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.

4. 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.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, FORMING PART OF POSTAL BALLOT NOTICE

Item No.: 1, 2 & 3

Mr. Deepak Chhabra was appointed as the Managing Director of the Company for a period three years with effect from March 28, 2022. The said appointment and terms of his remuneration were approved by the shareholders vide postal ballot process dated June 4, 2022. Further, the Members had, in their Annual General Meeting held on July 28, 2022, approved participation of Mr. Deepak Chhabra in the Long Term Incentive Plan as per LTI Plan 2022 of the Company, which was over and above his remuneration amount, fixed earlier vide shareholders resolution dated June 4, 2022 passed through Postal Ballot.

In terms of the Agreement for Appointment of Mr. Deepak Chhabra, Managing Director of the Company, as approved by Nomination and Remuneration Committee and Board, he is entitled for payment of Performance Linked Short Term Incentive based on the performance of the Company and himself. Considering the actual performance and growth of the Company and his significant contribution thereof, the Board of Directors has, based on the recommendations of the Nomination and Remuneration Committee, approved the payment of performance linked short term incentive to Mr. Deepak Chhabra which is higher than the target amount mentioned in his terms of remuneration and this resulted in payment of remuneration in excess of the limits approved by the shareholders.

The shareholders of the Company had, vide their resolutions passed in terms of Para B of Part II of Schedule V of the Act on June 4, 2022 and July 28, 2022, approved and authorised the Board / its Committees to fix the remuneration payable to Mr. Deepak Chhabra, from time to time, with an upper ceiling of Rs. 3,50,00,000/- plus retirals, perks, reimbursements and other benefits and long term incentive as per the Long Term Incentive Plan 2022. With the payment of higher amount of performance linked short term incentive as above, the remuneration of Mr. Deepak Chhabra for the period from March 2024 to February 2025 has exceeded beyond this limit approved by shareholders by Rs. 14,36,250/- and hence, the Board of Directors has, on the recommendations of the Nomination and Remuneration Committee, sought shareholders’ approval for revision, ratification and waiver of recovery of excess remuneration paid to Mr. Deepak Chhabra for an amount of Rs. 14,36,250/-.

Further, considering the performance of Mr. Deepak Chhabra, his contribution to the growth of the Company and based on the recommendations of Nomination and Remuneration Committee and subject to approval of shareholders, the Board of Directors has, in its meeting held on March 19, 2025, revised the remuneration of Mr. Deepak Chhabra with effect from March 1, 2025, for the remaining period of his tenure. The details of his revised remuneration are mentioned under Para (A) given below.

Further, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors has, in its meeting held on March 19, 2025, re-appointed Mr. Deepak Chhabra as Managing Director of the Company, not liable to retire by rotation, for a period of 3 years w.e.f. March 28, 2025, on the terms and payment of remuneration mentioned below in Para (B), subject to shareholders’ approval. Pursuant to section 2(51) of the Act, he falls under the category of Key Managerial Personnel of the Company.

Mr. Deepak Chhabra has over two decades of diverse and insightful leadership experience in the field of Retail, Brand management, Strategic Business Planning, P&L Management, Sales and Merchandising. As Managing Director of Timex Group India Ltd. for the last 3 years, he has been spearheading Timex Group’s Business transformation and Strategic Growth Strategy in India. He is

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responsible for strategizing and driving initiatives delivering superior brand and customer experiences through innovative business planning solutions.

Before Timex, Mr. Deepak Chhabra worked with Tupperware India as MD where he led the brand’s Business Transformation from being just a direct selling company to a harmonized multi-channel strategy and introduced Retail, e-tail and e-commerce to increase consumer access which helped in Brand achieving higher market share; also, the transformation from a Kitchenware to a complete Homeware Brand and from largely Plastics to Material agnostic Brand.

He also worked with Crocs India as MD for 3 years before moving to Tupperware, where he was instrumental in ramping up business and vastly improving Brand’s reach and relevance.

A Footwear Technologist and Marketeer by qualification, he started his career in 1996 with Phoenix International Limited and since then has held various leadership roles and led strategic initiatives for Marquee brands such as Reliance Retail, Skechers and Sprandi in addition to Tupperware and Crocs.

He is a highly self-motivated and driven leader who believes in going beyond his comfort zone and taking risks. More often than not, such risks have enriched throughout his professional journey and he firmly believes that one should accept their failure as much as they celebrate their success.

During his first 3 years as Managing Director of the Company, Mr. Deepak Chhabra initiated and implemented various strategic initiatives for Company’s growth and those initiatives have significantly contributed and resulted in sustained growth of the Company. The services of Mr. Deepak Chhabra are very much essential for the company's future prospects and growth of the Company. It would be in the interest for the Company to have his vast experience and professional services as Managing Director of the Company. The Board believes that the Company will get benefitted from his professional expertise and rich varied experience.

Mr. Deepak Chhabra satisfies all the requirements for re-appointment as a Managing Director under various provisions of the Companies Act, 2013. The Company has received from Mr. Deepak Chhabra all relevant statutory disclosures / declarations with respect to his re-appointment as Managing Director of the Company, including:

• (i) Consent in writing to act as Director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (“the Appointment Rules”);

• (ii) Disclosure of interest in Form MBP-1, pursuant to Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014;

• (iii) Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under Section 164(2) of the Act;

• (iv) Confirmation of the conditions set out in Part I of Schedule V of the Act; and

• (v) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018 that he is not debarred from holding an office of Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority;

Pursuant to the provisions of Sections 197, 198 and 203 read with Schedule V of the Act, and other applicable provisions, if any, and relevant rules made thereunder, and other applicable enactments, as amended from time to time, basis the recommendation of the Nomination and Remuneration Committee, it is proposed to (a) revise and ratify the remuneration of Mr. Deepak Chhabra upto Rs. 3,65,00,000/- plus retirals, perks, reimbursements and other benefits and long term incentive, for 2024 only to accommodate the payment of performance linked short term incentive for 2024 (b) revise the remuneration of Mr. Deepak Chhabra for the remaining term of his existing tenure as per Resolution in Item No. 2 in this Notice and (c) re-appoint him as the Managing Director of the Company for a period of 3 (three) years with effect from March 28, 2025 as per Resolution in Item No. 3 in this Notice. The main terms and conditions, including remuneration in terms of revised Para

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B of Section II of Part II of Schedule V to the Companies Act, 2013, set out in the Agreements, executed between the Company and Mr. Deepak Chhabra, are as mentioned below:

• (A) In terms of Addendum to the Agreement of Managing Director dated March 19, 2025 for revision of remuneration:

Terms of Remuneration:

• The Board of Directors of the Company is empowered to fix the remuneration payable to Mr. Deepak Chhabra upto an amount of Rs. 5,70,00,000/- per annum, subject, however to deduction of all applicable taxes and/or levies etc.

• Mr. Deepak Chhabra will also participate in Long Term Incentive Plans, introduced or to be introduced by the Board of Directors, from time to time, including LTI Plan 2022 and receive Long Term Incentive amounts as per those plans and this amount should be over and above the above amount.

• In addition to the above, Mr. Deepak Chhabra will be entitled to the following:

• Reimbursement of all legitimate expenses incurred by him while performing his

• duties and such reimbursement will not form part of his remuneration.

• All other employee benefits with respect to Provident Fund, Superannuation Fund,

• Gratuity, other retiral benefits, leave encashment, Club Membership etc. as per Company’s policy and rules.

• The Board of Directors of the Company or any committee thereof is authorised to vary and alter the terms and conditions of the said appointment and to increase as per the agreement and/or vary remuneration to be paid and provided from time to time to Mr. Deepak Chhabra in accordance with the approval given by the shareholders. Further, Mr. Chhabra shall be eligible for compensation for loss of office for the purposes of Section 202 of the Act.

• Minimum Remuneration: Notwithstanding anything to the contrary herein contained, wherein any financial year during his tenure, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary, Benefits, Perquisites and Allowances subject to the approval of the Board within the ceiling approved by the shareholders and limits laid down under Schedule V of the Act, or any modification(s) thereto.

• Insurance:

• The Company has taken an appropriate Directors’ and Officers’ Liability Insurance Policy and pays the premiums for the same. It is intended to maintain such insurance cover for the entire term, subject to the terms of such policy in force, from time to time.

(B) In terms of Agreement of Managing Director dated March 19, 2025 for re-appointment as Managing Director:

• a) Period of Appointment: 3 years with effect from March 28, 2025

• b) Terms of Appointment:

• As Managing Director of the Company, Mr. Deepak Chhabra shall exercise such powers to manage the day to day affairs of the Company as may be delegated to him by the Board of Directors from time to time. Mr. Chhabra will serve diligently and faithfully and will comply with all applicable laws and regulations and with all business policies and standards of the Company in his performance of services under this Agreement.

• Mr. Chhabra will perform such services personally at such reasonable times and places as the Company may direct in connection with the business.

• During the term of this Agreement, Mr. Chhabra will not engage in or accept any other assignment or employment except with the approval of the Board of Directors. Mr. Deepak Chhabra shall devote sufficient time and attention to and exert his best efforts in the performance of his duties hereunder, so as to promote the business of the Company.

• Mr. Chhabra shall perform his obligations subject to the supervision, control and direction of the Board of Directors and to regularly report to the Board of Directors on the activities of the Company in respect of the matters delegated to him by the Board.

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c) Terms of Remuneration: As mentioned in part (A) above.

In compliance with the provisions of Sections 196 and 197 and other applicable provisions of the Act, read with Schedule V to the Act, the proposal for waiver of excess remuneration paid to Mr. Deepak Chhabra, revision of his remuneration and his re-appointment and remuneration at re-appointment as specified above, are now placed before the Members for their approval.

The agreements between the Company and Mr. Deepak Chhabra are available for inspection at the Registered Office of the Company between 11.00 A.M. and 1.00 P.M. on all working days, except Saturdays, up to the date of declaration of Postal Ballot Results.

The Company has not committed any default in payment of dues to any bank or public financial institution or non-convertible debenture holders or any other secured creditor.

Ms. Deepak Chhabra is not related to any other Director of the Company and does not hold any equity shares in the Company.

The Statement pursuant to Schedule–V of the Companies Act, 2013, disclosure under Regulation 36 of the Listing Regulations and Secretarial Standards on General Meeting issued by the Institute of Company Secretaries of India for approving the revision of remuneration and re-appointment of Mr. Deepak Chhabra as Managing Director is attached to the Notice.

None of the Directors or Key Managerial Personnel of the Company or their relatives, other than Mr. Deepak Chhabra and his relatives, are deemed to be concerned or interested in resolution no. 1, 2 and 3 of the Notice.

Given the expertise, knowledge and experience of Mr. Deepak Chhabra, the Board of Directors recommends resolutions set out at Item No. 1, 2 and 3 in the accompanying Notice for the approval of the shareholders by way of special resolutions.

The above may also be treated as an abstract of the terms of the contract of revision of remuneration and re-appointment of Mr. Deepak Chhabra as Managing Director of the Company and a memorandum as to the nature of concern and interest of the Directors in the said appointment, as required under Section 190 of the Act.

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

Dhiraj Kumar Maggo

Place: Noida VP – Legal, HR & Company Secretary Dated: April 18, 2025 Membership No. F7609

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STATEMENT PURSUANT TO THE PROVISIONS OF SECTION II OF PART II OF SCHEDULE V TO THE COMPANIES ACT, 2013

I. GENERAL INFORMATION

1. Nature of Industry: Manufacturing of Wrist Watches

2. Date or expected date of Commencement of Commercial Production: The Company commenced its business from 4 October 1988.

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions approved by financial institutions appearing in the prospectus: Not Applicable

4. Financial Performance of the Company based on given indicators

The Financial Performance of the Company for the year 2022–2023 & 2023-2024 is as follows:

	(Amount in Rs. in lakhs)	(Amount in Rs. in lakhs)
Particulars	F.Y. 2022-23	F.Y. 2023-24
Revenue from operations (including other income)	38,378	42,168
Profit before Interest and Depreciation	3,859	3,517
Profit (Loss) after Tax	4,652	2,084

1. Foreign Investment or Collaborations, if any:-

Out of Rs.10,09,50,000/- (10,09,50,000 Equity shares of Re. 1/- each) Paid up equity share capital, Rs. 7,56,45,500/- (7,56,45,500 Equity Shares of Re. 1/- each) is held by Timex Group Luxury Watches B.V.

Timex Group Luxury Watches B.V. also holds entire Rs. 87,71,52,640/- (8,77,15,264 Preference shares of Rs. 10/- each) Preference Share Capital of the Company.

II. INFORMATION ABOUT MR. DEEPAK CHHABRA

Mr. Deepak Chhabra has over two decades of diverse and insightful Background details leadership experience in the field of Retail, Brand management, Strategic Business Planning, P&L Management, Sales and Merchandising. As Managing Director of Timex Group India Ltd. for the last 3 years, he has been spearheading Timex Group’s Business transformation and Strategic Growth Strategy in India. He is responsible for strategizing and driving initiatives delivering superior brand and customer experiences through innovative business planning solutions. Before Timex, Mr. Deepak Chhabra worked with Tupperware India as MD where he led the brand’s Business Transformation from being just a direct selling company to a harmonized multi-channel strategy and introduced Retail, e-tail and e-commerce to increase consumer access which helped in Brand achieving higher market share; also, the transformation from a Kitchenware to a complete Homeware Brand and from largely Plastics to Material agnostic Brand.

He also worked with Crocs India as MD for 3 years before moving to Tupperware, where he was instrumental in ramping up business and vastly improving Brand’s reach and relevance.

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	A Footwear Technologist and Marketeer by qualification, he started his career in 1996 with Phoenix International Limited and since then has held various leadership roles and led strategic initiatives for Marquee brands such as Reliance Retail, Skechers and Sprandi in addition to Tupperware and Crocs. He is a highly self-motivated and driven leader who believes in going beyond his comfort zone and taking risks. More often than not, such risks have enriched throughout his professional journey and he firmly believes that one should accept their failure as much as they celebrate their success.
Past remuneration	For FY 2023-24 – Rs. 334 Lakhs For FY 2022-23 – Rs. 524 Lakhs
Recognition or awards	Mr. Deepak Chhabra is a renowned and respected personality in the industry.
Job Profile & his Suitability	As Managing Director of the Company, Mr. Deepak Chhabra is responsible for the overall management of the Company.
Remuneration Proposed	As set out in the above Notice and Explanatory Statement.
Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be w.r.t. **the country of his origin): **	Taking into consideration the size, operations and complexity of business of the Company, the job profile of the appointee, skills, knowledge and the responsibility to be shouldered by him and the information available in public domain for similar roles, the remuneration proposed to be paid to Mr. Deepak Chhabra is commensurate with the remuneration packages paid to similar senior level appointees in other companies.
Pecuniary relationship, directly or indirectly, with the Company or relationship with the managerial personnel or other director, if any:	Mr. Deepak Chhabra has no pecuniary relationship with the Company, except to the extent of the remuneration as proposed to be paid to him. Further, he has no relationship with any of the managerial personnel or any other director of the company.

III. OTHER INFORMATION

• Reasons of loss or inadequate profits:

The Company has been on high growth trajectory since Mr. Deepak Chhabra joined as Managing Director in 2022. The revenue and net profits of the Company have grown from Rs. 26,554 lacs and Rs. 322 lacs to Rs. 42,168 lacs and Rs. 2,084 lacs from March 2022 to March 2024. During his last 3 years as Managing Director of the Company, Mr. Deepak Chhabra initiated and implemented various strategic initiatives to improve the performance of the Company and grow the business and market

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share of the Company in a sustainable manner and those initiatives have significantly contributed and resulted in sustainable growth of the Company. However, still the profits of the Company are inadequate to pay reasonable remuneration to Mr. Deepak Chhabra. Hence, the Board of Directors has recommended the matter for approval of shareholders.

• Steps taken or proposed to be taken for improvement:

As mentioned above, during his last 3 years as Managing Director of the Company, Mr. Deepak Chhabra initiated and implemented various strategic initiatives across all functions to improve the performance of the Company and grow the business and market share of the Company in a sustainable manner and those initiatives have significantly contributed and resulted in sustainable growth of the Company. The Company has witnessed faster and profitable growth in recent couple of years. In view the fast-changing business environment and the growing competition, the Company has put in place plans and strategic initiatives for achieving sustainable growth. The Company is focussed at maintaining this growth while ensuring returns for all its stakeholders. The key growth drivers identified include but are not limited to revitalising and strengthening product portfolio, enhancing and improving the productivity of our distribution footprint and increasing points of sale, increasing and strengthening marketing initiatives, strengthening manufacturing capability and optimising cost of manufacturing. Besides, other measures implemented include strict credit control, strict monitoring of demand planning, procurement and production, cost optimisation and generation of profits and positive cash etc. The Company is confident to achieve its sales and profit targets in line with its strategic plan with these measures in place.

• Expected Increase in productivity and profits in measurable terms:

The Company expects improved performance in the years ahead in terms of higher turnover, better productivity and profitability as a result of above measures.

IV. DISCLOSURES

The Company has made appropriate disclosures as required under Schedule V of the Companies Act, 2013 in the Corporate Governance Report forming part of the Directors Report of the Company for the financial year 2023-24 and will continue to make all such disclosures going forward.

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ANNEXURE TO ITEM NO. 3 OF THE NOTICE

Details of Director seeking re-appointment through postal ballot/e-voting (In pursuance of Secretarial Standards - 2 on General Meeting and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015))

Name	Mr. Deepak Chhabra
DIN	01879706
**Date of birth/ age **	11/06/1974/50years
Nationality	Indian
Qualifications	Post Graduate in Footwear Technology & Marketing
Experience (including nature of expertise in specific functional areas)/ Brief Resume	Mr. Deepak Chhabra has over two decades of diverse and insightful leadership experience in the field of Retail, Brand management, Strategic Business Planning, P&L Management, Sales and Merchandising. As Managing Director of Timex Group India Ltd. for the last 3 years, he has been spearheading Timex Group’s Business transformation and Strategic Growth Strategy in India. He is responsible for strategizing and driving initiatives delivering superior brand and customer experiences through innovative business planning solutions. Before Timex, Mr. Deepak Chhabra worked with Tupperware India as MD where he led the brand’s Business Transformation from being just a direct selling company to a harmonized multi-channel strategy and introduced Retail, e-tail and e-commerce to increase consumer access which helped in Brand achieving higher market share; also, the transformation from a Kitchenware to a complete Homeware Brand and from largely Plastics to Material agnostic Brand. He also worked with Crocs India as MD for 3 years before moving to Tupperware, where he was instrumental in ramping up business and vastly improving Brand’s reach and relevance. A Footwear Technologist and Marketeer by qualification, he started his career in 1996 with Phoenix International Limited and since then has held various leadership roles and led strategic initiatives for Marquee brands such as Reliance Retail, Skechers and Sprandi in addition to Tupperware and Crocs. He is a highly self-motivated and driven leader who believes in going beyond his comfort zone and taking risks. More often than not, such risks have enriched throughout his professional journey and he firmly believes that one should accept their failure as much as they celebrate their success.
Terms and conditions of appointment	As set out in the above Notice and Explanatory statement
Remuneration last drawn (including sitting fee if any)	For FY 2023-24 – Rs. 334 Lakhs For FY 2022-23 – Rs. 524 Lakhs
Remuneration sought to be paid	As set out in the above Notice and Explanatory statement

Terms and conditions of	As set out in the above Notice and Explanatory statement
appointment
Remuneration last drawn	For FY 2023-24 – Rs. 334 Lakhs
(including sitting fee if any)	For FY 2022-23 – Rs. 524 Lakhs
Remuneration sought to be	As set out in the above Notice and Explanatory statement
paid

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Date of first appointment March 28, 2022 on the Board Date of last re-appointment Not applicable Shareholding (including Nil beneficial ownership) in Timex Group India Limited as on March 31, 2025 Relationship with other None directors, key managerial personnel of the Company Number of Board Meetings All 7 Board meetings held in FY 2024-25 attended Name of Companies in Time Master Watches and Accessories Private Limited which he/she holds directorship Name of the listed entities Nil from which he/she has resigned in the past 3 years Name of Committees of Nil other Indian Companies in which he/she holds Membership

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