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TIMEX GROUP INDIA LIMITEDCIN: L33301DL1988PLC033434

Regd. Office: 106-107, Ambadeep, 14, Kasturba Gandhi Marg, New Delhi-110001Tel: 011-41021297 Website: www.timexindia.com E-mail Id: Investor.relations@timex.com

NOTICE FOR ANNUAL GENERAL MEETING

Notice is hereby given that the Twenty-Ninth Annual General Meeting of the Members of TIMEX GROUP INDIA LIMITED will be held on Thursday, 27th July, 2017 at 10.00 A.M. at the Air Force Auditorium, Subroto Park, New Delhi - 110010, to transact the following business:

ORDINARY BUSINESS

1. Toreceive,considerandadopttheauditedfinancialstatementsoftheCompanyforthefinancialyearended31st March 2017, and the Report of the Auditors and Board of Directors thereon.

2. ToappointaDirectorinplaceofMr.AnilMalhotra(DIN:00713889),whoretiresbyrotationandbeingeligible,offershimself for re-appointment.

3. ToappointAuditorsandfixtheirremunerationandinthisregardtoconsiderandif thoughtfit, topass,withorwithoutmodification(s),thefollowingresolutionasanOrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013readwiththeCompanies(AuditandAuditors)Rules,2014(includinganystatutorymodifications(s)orre-enactmentthereof for the time being in force) and recommendation of the Audit Committee and Board of Directors, M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/ W - 100018), be and are hereby appointed astheAuditorsoftheCompany,toholdofficefromtheconclusionofthisAnnualGeneralMeetinguntiltheconclusionofthe 34thAnnualGeneralMeetingoftheCompany,subjecttoratificationbythemembersateveryannualgeneralmeetingatsuchremunerationandreimbursementofoutofpocketexpensesasshallbefixedbytheBoardofDirectors.”

SPECIAL BUSINESS

4. Toconsiderand,ifthoughtfit,topasswithorwithoutmodification(s),thefollowingresolutionasaSPECIAL RESOLUTION.

“RESOLVED THAT pursuant to the provisions of Section 196, 197 and 203 and the rules made thereunder read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment for the time being in force) and the Memorandum and Articles of Association of the Company, the consent of the CompanybeandisherebyaccordedforfixationoftheremunerationofMs.SharmilaSahai(DIN:00893750),ManagingDirectoroftheCompany,effectivefromNovember10,2016,fortheremainingperiodofhertenureasperthetermsandconditions as mentioned in the statement under Section 102(1) of the Act, annexed to this Notice.

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all such act(s), deed(s) and thing(s) and execute all such document(s) and instrument(s) and writing(s) as may be required and to delegate alloranyofitspowershereinconferredtoanycommitteeofDirectorsoftheCompanyoranyotherofficer(s)oremployee(s)oftheCompanyasitmayconsiderappropriateinordertogiveeffecttotheaforesaidresolution.”

Registered Office: By Order of the Board of Directors106-107, Ambadeep, 14, Kasturba For and on behalf of Timex Group India Ltd. Gandhi Marg, New Delhi – 110 001 Sd/- Dhiraj Kumar MaggoDated: May 25, 2017 GM-Legal & Company Secretary

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NOTES1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE

ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person canactasproxyonbehalfofmembersnotexceedingfifty(50)andholdingintheaggregatenotmorethantenpercentofthe total share capital of the Company. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. A blank Proxy Form is enclosed with this notice and if intended to be used, the form duly completed should be deposited attheRegisteredOfficeoftheCompanynotlaterthan48hoursbeforethecommencementoftheAnnualGeneralMeeting.Proxies submitted on behalf of Companies, societies etc. must be supported by appropriate resolution/ authority as applicable.

3. The Members/ Proxies/ Authorized Representative attending the meeting are requested to bring the enclosed Attendance Slipanddeliverthesameafterfillingintheirfolionumberattheentranceofthemeetinghall.AdmissiontotheAnnualGeneralMeetingvenuewillbeallowedonlyonverificationofthesignature(s)ontheAttendanceSlip.

4. Duplicate Attendance Slip shall not be issued at the Annual General Meeting venue. The same shall be issued at the RegisteredOfficeoftheCompanyuptoadayprecedingthedayoftheAnnualGeneralMeeting.

5. CorporateMembersarerequestedtosendadulycertifiedcopyoftheBoardresolution/PowerofAttorneyauthorizingtheirrepresentative to attend and vote at the Annual General Meeting.

6. In case of joint holders attending the meeting, only such joint holders who are higher in the order of names will be entitled to vote.

7. As a measure of economy, copies of the Annual Report will not be distributed at the venue of the Annual General Meeting. The Members are, therefore requested to bring their copies of the Annual Report to the meeting. Those members who have notreceivedAnnualReportcancollecttheircopiesfromtheCorporate/RegisteredOfficeoftheCompany.

8. TheRegisterofMembersandShareTransferBooksoftheCompanywillremainclosedfromJuly25,2017toJuly26,2017 (both days inclusive) for determining the names of Members eligible for voting at the Meeting.

9. The Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the business under Item No. 3 and 4 is annexed hereto. Relevant details, in terms of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) 2015,inrespectofDirectorretiringbyrotationandproposedtobere-appointedisannexedtothisNotice.

10. The members are requested to inform changes, if any, in their Registered Address along with Pin Code Number to the Company at the following Address:

TIMEX GROUP INDIA LIMITED (Investors Relation Department) 106-107, Ambadeep, 14, Kasturba Gandhi Marg, New Delhi-11000111. During the period beginning 24 hours before the time fixed for commencement of themeeting and endingwith the

conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than 3 days notice in writing is given to the Company.

12. 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 by the members at the Annual General Meeting.

13. Members desirous of seeking any information relating to the Accounts of the Company may write to the Company at 106-107, Ambadeep, 14, Kasturba Gandhi Marg, New Delhi-110001 for the attention of Mr. Dhiraj Kumar Maggo, Company Secretary, at least seven days in advance of the Meeting so that requisite information can be made available at the Meeting.

14. AlldocumentsreferredtointheNoticewillbeavailableforinspectionattheRegisteredOfficeoftheCompanyduringworking hours between 10.00 A.M. to 1.00 P.M. except holidays up to the date of Annual General Meeting.

15. PursuanttoSection72oftheCompaniesAct,2013,membersholdingsharesinphysicalformareadvisedtofilenominationin the prescribed Form SH-13 with the Company’s share transfer agent. In respect of shares held in electronic/ demat form, the members may please contact their respective depository participant.

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16. Electronic copy of the Annual Report and Notice of the 29th Annual General Meeting of the Company along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report and Notice of the 29th Annual General Meeting of the Company along with Attendance Slip and Proxy Form is being sent in the permitted mode.

17. Members may also note that the Notice of the 29th Annual General Meeting and the Annual Report for 2017 will also be available on the Company’s website www.timexindia.com for their download. The physical copies of the aforesaid documentswillalsobeavailableattheCompany’sRegisteredOfficeinNewDelhiforinspectionduringnormalbusinesshours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company’s investor email ID: investor.relations@timex.com.

18. Securities and Exchange Board of India (SEBI) & the Ministry of Corporate Affairs (MCA) encourages paperlesscommunication as a contribution to greener environment.

Members holding shares in physical mode are requested to register their e-mail ID’s with M/s Alankit Assignments Limited, the Registrar & Share Transfer Agent of the Company and Members holding shares in demat mode are requested to register their e-mail ID’s with their respective Depository Participants (DPs) in case the same is still not registered.

If there is any change in the e-mail ID already registered with the Company, members are requested to immediately notify such change to the Registrar & Share Transfer Agent of the Company in respect of shares held in physical form and to DPs in respect of shares held in electronic form.

19. SEBIhasmandated thesubmissionofPermanentAccountNumber(“PAN”)byeveryparticipant insecuritiesmarket.Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company/ RTA.

20. 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 Obligations and Disclosure Requirements) Regulations, 2015,theCompanyispleasedtooffere-votingfacilitywhichwillenabletheMemberstocasttheirvoteselectronicallythrough the e-voting services provided by NSDL, on all resolutions set forth in this Notice (Remote e-voting). The facility for voting, through ballot paper, will also be made available at the Annual General Meeting and the members attending the AGM who have not already cast their votes by Remote e-voting shall be able to exercise their right at the AGM through ballot paper. Members who have cast their votes by Remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their votes again.

The Scrutinizer shall, immediately after the conclusion of voting at the AGM, count the votes cast at the AGM and thereafter unblock the votes cast through Remote e-voting 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, not later than three days after the 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, 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.

21. Mr.NeeleshKumarJain,Proprietor,M/sN.K.J.&Associates,CompanySecretaries,(MembershipNumberFCS5593),has been appointed as the Scrutinizer to scrutinize the voting and Remote e-voting process in fair and transparent manner.

22. The Voting period begins on 24th July, 2017 at 10.00 AM and ends on 26th July,2017at5.00PM.During thisperiodMembers,holdingshareseitherinphysicalformordematerialisedform,asonthecut-offdatei.e.21st July, 2017, may cast their vote electronically. The Remote e-voting module shall be disabled by NSDL for voting thereafter.

23. The members desiring to vote through electronic mode may refer to the detailed procedure on e-voting given below:A. In case a Member receives an e-mail from NSDL (for Members whose e-mail addresses are registered with the

Company / Depositories):i) Openthee-mailandalsoopenPDFfile,namely,“e-voting.pdf”withyourClientIDorFolioNo.aspassword.

ThesaidPDFfilecontainsyourUserIDandpasswordfore-voting.Pleasenotethatthepasswordisaninitialpassword.ShareholdersalreadyregisteredwithNSDLfore-votingwillnotreceivethePDFfile“e-voting.pdf”.

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ii) Launch the internet browser by typing the following URL: https://www.evoting.nsdl.com/

iii) Click on Shareholder – Login

iv) If you are already registered with NSDL for e-voting, then you can use your existing user ID and password for castingyourvote.ShareholderswhoforgottheUserDetails/Passwordcanuse“ForgotUserDetails/Password?”or“PhysicalUserResetPassword?”optionavailableonwww.evoting.nsdl.com.IncaseShareholdersareholdingshares in demat mode, USER-ID is the combination of (DPID+ClientID). In case Shareholders are holding shares in physical mode, USER-ID is the combination of (Even No+Folio No)..

v) PutyourUserIDandpasswordprovidedinthePDFfileattachedwiththee-mailasinitialpassword.Clicklogin.

vi) The Password Change Menu will appear on your screen. Change to a new password of your choice, making sure that it contains a minimum of 8 digits or characters or a combination of both. Please take utmost care to keep your passwordconfidential.

vii) Once the e-voting home page opens, click on e-Voting: Active Voting Cycles.

viii)Select“EVEN”(E-votingEventNumber)ofTimexGroupIndiaLimited.

ix) Castyourvotebyselectingtheappropriateoptionandclickon“Submit”andalso“Confirm”whenprompted.

x) Uponconfirmation,themessage“Votecastsuccessfully”willbedisplayed.

xi) Once the vote on a resolution is cast, the Member shall not be allowed to change it subsequently.

xii) Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution and / or Authority letter, etc., together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to nkj@nkj.co.in with a copy marked to evoting@nsdl.co.in.

B. In case a Member receives physical copy of the Notice of the AGM (for Members whose e-mail addresses are not registered with the Company / Depositories):

i) Initial password is provided in the enclosed attendance slip: EVEN (E-voting Event Number) + USER ID and PASSWORD

ii) Please follow all steps from Sl. No. 23. A (ii) to (xi) above, to cast vote.

24. Any person, who acquires shares of the Company and become member of the Company after dispatch of the Notice and holdingsharesasonthecut-offdatedatei.e.21st July, 2017 may follow the same instructions as mentioned above for e-voting and, if required, may obtain the User ID and Password by sending a request at evoting@nsdl.co.in.

25. Incaseyouhaveanyqueriesorissuesregardinge-voting,youmayrefertheFrequentlyAskedQuestions(“FAQs”)forShareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or Toll Free No. 1800-222-990.

STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3

M/s BSR & Co. LLP has served, for more than ten years, as the Statutory Auditors of the Company and shall retire at the conclusion of the ensuing Annual General Meeting of the Company. In view of the same, in accordance with the provisions of Sections 139, 140 and 141 of the Companies Act, 2013, the Audit Committee and the Board, in their respective Meetings heldonMay25,2017,haverecommendedappointmentofM/sDeloitteHaskins&SellsLLP,CharteredAccountants(FirmRegistrationNo.117366W/W-100018),astheStatutoryAuditorsoftheCompanyforaperiodoffiveyearsfromtheconclusionof 29th Annual General Meeting until the conclusion of 34th Annual General Meeting.

Consentandcertificatesu/s139of theCompaniesAct,2013andSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015,havebeenreceivedfromM/sDeloitteHaskins&SellsLLP,totheeffectthattheirappointment,ifmade,shall be in accordance with the applicable provisions of the Act and the Rules issued thereunder.

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Item No. 4

TheBoardofDirectorshad,initsmeetingheldonNovember3,2015,re-appointedMs.SharmilaSahaiasManagingDirectoroftheCompanyforaperiodof2yearswitheffectfromNovember18,2015.ThemembersoftheCompanyhadapprovedthismatterbywayofresolutionpassedbypostalballotonApril5,2016whereinherremunerationwasfixedsubjecttoapprovalofCentral Government in terms of the erstwhile provisions of Schedule V to the Companies Act, 2013.

TheMinistryofCorporateAffairshas,videitsnotificationdated12thSeptember2016,amendedScheduleVtotheCompaniesAct, 2013 and the amended Para B of Section II of Schedule V provides that the approval of Central Government is not required for payment of remuneration to the managerial personnel who is functioning in a professional capacity and is not having any interest in the capital of the Company or its holding Company or any of its subsidiaries directly or indirectly or through any of other statutory structures and not having any direct or indirect interest or related to the directors or promoters of the Company or its holding company or any of its subsidiaries at any time during the last two years before or on or after the date of appointment andpossessesgraduatelevelqualificationwithexpertiseandspecializedknowledgeinthefieldinwhichtheCompanyoperates.

Accordingly, theBoardofDirectorshas, initsmeetingheldonNovember10,2016,fixed,ontherecommendationsoftheNomination and Remuneration Committee and subject to the approval of shareholders, the remuneration of Ms. Sharmila Sahai in terms of the amended Para B of Section II of Schedule V to the Companies Act, 2013 for the remaining period of her tenure. Ms.SharmilaSahaihasprovidedtheconfirmationofcompliancewiththeamendedprovisions.

The approval of shareholders is sought for the following terms of Remuneration of Ms. Sharmila Sahai in terms of amended Para B of Section II of Schedule V to the Companies Act, 2013 for the remaining period of her tenure:

TheBoardofDirectorsoftheCompanyisempoweredtofixtheremunerationpayabletoMs.SharmilaSahaiuptoanamountofINR1,50,00,000perannum,subject,howevertodeductionofallapplicabletaxesand/orleviesetc.

In addition to the above, Ms. Sharmila Sahai, Managing Director will be entitled to the following:

a. Reimbursement of all legitimate expenses incurred by her while performing her duties and such reimbursement will not form part of her remuneration.

b. AllotheremployeebenefitswithrespecttoProvidentFund,SuperannuationFund,Gratuity,leaverules,ClubMembershipetc. as per Company’s policy and rules.

The Company has not committed any default in repayment of any of its debts (including public deposits) or debentures or interestpayableforacontinuousperiodof30daysintheprecedingfinancialyearbeforetheappointmentofMs.SharmilaSahai.

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

TheapprovalofshareholdersoftheCompanyisrequiredbywayofaspecialresolutionforthefixationofremunerationofMs.Sharmila Sahai.

The copy of Addendum executed between the Company and Ms. Sharmila Sahai is available for inspection by members at theRegisteredOfficeof theCompany.TheStatementpursuant toScheduleVof theCompaniesAct,2013 forfixationofremuneration of Ms. Sharmila Sahai is attached to the Notice.

None of the Directors/Key managerial personnel/their relatives, other than Ms. Sharmila Sahai and her relatives are deemed to beconcernedorinterested,financiallyorotherwise,intheproposedresolutionsetoutatItemNo.4oftheNotice.

The Board recommends the resolution set forth in Item No. 4 for the approval of the members.

By Order of the Board of Directors Registered Office For and on behalf of Timex Group India Ltd.106-107, Ambadeep, 14, Kasturba Gandhi Marg, New Delhi – 110 001 Sd/- Dhiraj Kumar MaggoDated: May 25, 2017 GM-Legal & Company Secretary

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ANNEXURE TO ITEM NO. 2 OF THE NOTICEDetails of Director seeking re-appointment at the forthcoming Annual General Meeting

(In pursuance of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

Name of the Director

Date of Birth (No. of Equity Shares held)

Qualification (Relationship with other directors)

Nature of expertise Name of Companies in which he/she holds directorship

Name of Committees of the Companies in which he/she holds Membership

Mr. Anil Malhotra

01/03/1960(NIL)

GraduatedWith EconomicsHonours fromShri Ram College of Commerce,Delhi Universityand underwenttraining as an Officer Cadet atthe India MilitaryAcademy.

(Not related with any Director of the Company)

Mr. Anil Malhotra is the Founder and Chairman of The ICS Group with diversifiedinterests in IT Education, Institutional Training, Business Consulting, Venture Investing and Technology Entrepreneurship.

He also has interests in the real estate sector encompassing institutional, commercial and high end residential segments.

Mr. Malhotra founded ICS in 1983 at the age of 23, and became one of India’s most well-known success stories, pioneering computer education in over 1000 schools across the country and being instrumental in the IT education of over a million students.

Mr. Malhotra is also the Chairman of Investopad, a new venture aimed at developing the next generation of Indian Internet entrepreneurs. The Investopad campus will foster aspiring entrepreneurs by helping provide access to institutional facilities of entrepreneurship education, seed, angel and venture capital, technology & business mentoring across a global network.

• ICS Credits Ltd• ICS International Pvt Ltd• JTV Consultants Pvt Ltd• Kings Township Pvt Ltd

NIL

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STATEMENT PURSUANT TO THE PROVISIONS OF SECTION II OF PART II OF SCHEDULE V TO THE COMPANIES ACT, 2013I. GENERAL INFORMATION

1. Nature of Industry: Manufacturing of Wrist Watches2. 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 Applicable4. Financial Performance of the Company based on given indicators TheFinancialPerformanceoftheCompanyfortheyear2015–2016&2016-2017isasfollows:

Particulars F.Y. 2016-17Amount (Rs. in lakhs)

F.Y. 2015-16Amount (Rs. in lakhs)

Sales and other Income 19,995 17,338Less:- Total Expenditure 20,376 18,265Profit(Loss)afterTax (381) (927)

5. Foreign Investment or Collaborators, if any:- OutofRs.10,09,50,000/-(10,09,50,000EquitysharesofRe.1/-each)Paidupcapital,Rs.7,56,45,100/-(7,56,45,100

Equity Shares of Re. 1/- each) is held by Timex Group Luxury Watches B.V.

II. INFORMATION ABOUT MS. SHARMILA SAHAI

Ms. Sharmila Sahai

Background details Ms. Sharmila Sahai brings over 26 years of extensive experience of selling consumer goods within India, Asia, the Middle East and Africa. She played a key role in successfully strategizing and launching new categories and concepts for leading brands in the Indian market.Prior to joining Timex, Ms. Sahai served as the Managing Director of Sennhieser India Limited. Her other experiences were with Philips, Sony, Dabur India, Fedders Lloyd Corporation Limited and Kelvinator of India Limited. She has been part of two startups Sony India and Sennheiser India.

Past remuneration Remuneration for the year ended 31 March 2017 was Rs. 102.82 lacs

Recognition or awards -

Job Profile & her Suitability As Managing Director of the Company, Ms. Sharmila Sahai is responsible for the overall management of the Company.

Remuneration Proposed: As set out in the above Notice.

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 her origin):

Taking into consideration the size of theCompany, the profile of the appointee,responsibility to be shouldered by her and the industry bench mark, the remuneration proposed 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, if any:

Ms. Sharmila Sahai has no pecuniary relationship with the company, except to the extent of the remuneration as proposed to be paid to her.Further, she has no relationship with any of the managerial personnel of the company.

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III. OTHER INFORMATION• Reasons of loss or inadequate profits: The year 2016-17 was another year of improved performance, recovery, growth and new explorations for Timex Group.

TheRevenue fromOperations (includingother income) improvedby15%and the losseshave reducedby59%ascompared to previous year. The losses were driven by combination of factors including weaker economic environment, impactofdemonitisationon the retail sectorandconsumerdemand, sluggishgrowthofoverallwatchmarket, stiffcompetition from other brands etc.

• Steps taken or proposed to be taken for improvement: The Company has put in place plans for achieving sustained growth, keeping in view the fast-changing business

environment and the growing competition. The industry is growing at a modest pace while the Company’s growth is faster. The Company is focussed at maintaining this growth while ensuring returns for all its stakeholders. The Company hasidentifiedthekeygrowthdriversasstrengtheningitsproductportfolio,enhancingthedistributionfootprintandincreasing points of sale, increasing marketing initiatives, strengthening its manufacturing capability and internal and external stakeholder support. Apart from this, the Company has implemented other measures such as strict credit control, strict monitoring of demand planning, procurement and production, cost cutting and generation of positive cash etc.WiththesemeasurestheCompanyisconfidenttoachievethesalesandprofitinlinewiththeCompany’sstrategicplan.

• Expected Increase in productivity and profits in measurable terms: The performance of the Company is expected to improve in the year ahead in terms of higher turnover, better productivity

andprofitabilityasaresultofabovemeasurestakenforimprovementinperformance.

VI. DISCLOSURES The remuneration package of the managerial personnel has been provided in the Notice and 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.

ATTENDANCE SLIPTIMEX GROUP INDIA LIMITED

(CIN NO. : L33301DL1988PLC033434)Regd. Office: 106-107, Ambadeep, 14, Kasturba Gandhi Marg, New Delhi-110 001.

Ph. No. 011-41021297; E-mail ID: investor.relations@timex.com; Web: www.timexindia.com

Registered Folio No./ DP ID and Client IDName & Address

Sequence Number of E-Voting

I certify that I am a member /proxy /authorized representative for the member of the Company.I hereby record my presence at the 29th Annual General Meeting of the Company being held on Thursday, 27th July 2017 at 10.00 a.m. at Air Force Auditorium, Subroto Park, New Delhi-110 010. Further, please register/ update my/ our under mentioned E-mail ID for sending all future Company’s correspondence:

E-mail ID................................................................................................................................................

Name & Signature of Shareholder/ Proxy/ Authorised Representative Note: Please complete the Attendance Slip and hand it over at the entrance of the meeting hall.

ADMISSION AT THE ANNUAL GENERAL MEETING VENUE WILL BE ALLOWED ONLY ON VERIFICATION OF THE MEMBERSHIP DETAILS AND SIGNATURES ON THE ATTENDANCE SLIP.

EVEN(Electronic Voting Event Number)

USER ID PASSWORD

PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014] TIMEX GROUP INDIA LIMITED

(CIN NO. : L33301DL1988PLC033434)Regd. Office: 106-107, Ambadeep, 14, Kasturba Gandhi Marg, New Delhi-110 001.

Ph. No. 011-41021297; E-mail ID: investor.relations@timex.com; Web: www.timexindia.com

Name of the Member(s):Registered Address: E-mail ID: Folio No./ DP ID/ Client ID

I/We, being the member (s) of ……......……… shares of Timex Group India Limited, hereby appoint

1. …………………… r/o ………........…having e-mail id………........……, signature………..…or failing him

2. …………………… r/o ………........…having e-mail id………........……, signature………..…or failing him

3. …………………… r/o ………....……having e-mail id…….…....………, signature……..................………..as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 29th Annual General Meeting of the company, to be held on Thursday, the 27th day of July 2017 at 10.00 a.m. at Air Force Auditorium, Subroto Park, New Delhi-110010 and at any adjournment thereof in respect of such resolutions as are indicated below: S.No. Ordinary Business 1 To receive, consider and adopt the audited financial statements of the Company for the financial year ended

31st March 2017, and the Report of the Auditors and Directors thereon.2 To appoint a Director in place of Mr. Anil Malhotra (DIN: 00713889), who retires by rotation and being eligible,

offers himself for re-appointment. 3 To appoint M/s Deloitte Haskins & Sells LLP, Chartered Accountants, as Auditors and fix their remuneration

Special Business4 To fix the remuneration of Ms. Sharmila Sahai (DIN: 00893750), Managing Director of the Company

Signed this…....… day of……...… 2017

Signature of shareholder Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix revenuestamp

Route map to the venue of the 29th AGM of Timex Group India Limited