Luxury Time Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 18th Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 and the Auditors Report thereon.

1. Financial Performance (Standalone and Consolidated)

The year under review marked an important phase in the Companys journey, combining its transition to a listed

entity with a continued focus on operating discipline, service capability and prudent resource allocation. While revenue remained broadly stable, the Company delivered a materially stronger profitability profile, supported by cost optimisation, improved operating efficiency and better absorption of fixed overheads.

The financial performance of the Company on a Standalone and Consolidated basis for the financial year 2025-26 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Financial Year 2025-26	Financial Year 2024-25	Financial Year 2025-26	Financial Year 2024-25
Revenue from Operations	5,391.20	5,375.26	5,999.32	6,023.96
Other Income	29.55	61.56	29.57	61.56
Total Income	5,420.75	5,436.82	6,028.89	6,085.52
Total Expenses	4,735.86	4,911.32	5,361.39	5,514.91
Profit Before Tax	725.80	485.40	708.41	530.51
Current Tax	(174.77)	(137.63)	(174.75)	(152.03)
Deferred Tax	10.95	(13.24)	18.92	(9.87)
Profit After Tax	561.98	334.53	552.58	368.61
Earnings Per Share (basic and diluted) (5 10 each)	8.04	5.42	7.91	5.97

Note: Profit Before Tax for FY2025-26 includes net prior period income of E40.91 lakh and Profit Before Tax for FY2024-25 includes net prior period expense of E40.10 lakh. Excluding such prior period items, Profit Before Tax would have been E684.89 lakh and E525.50 lakh respectively.

On a standalone basis, Revenue from Operations remained stable at 55,391.20 lakh as compared to 55,375.26 lakh in the previous financial year. The more significant development during the year was the improvement in the quality of earnings. Total expenses reduced from

54.911.32 lakh to 54,735.86 lakh, and Profit Before Tax before prior period items increased from 5525.50 lakh to 5684.89 lakh. Including prior period items, Profit Before Tax stood at 5725.80 lakh and Profit After Tax stood at 5561.98 lakh.

On a consolidated basis, Revenue from Operations was

55.999.32 lakh as compared to 56,023.96 lakh in the previous financial year. Despite a measured revenue environment, Consolidated Profit After Tax increased to 5552.58 lakh from 5368.61 lakh, reflecting improved operating discipline across the Company and its joint venture interests.

Earnings Per Share improved to 58.04 on a standalone basis and 57.91 on a consolidated basis. The improvement in earnings reflects the Companys focus on sustainable profitability, efficient working capital deployment and disciplined control over operating costs. The Board believes that the strengthened profitability profile provides a sound platform for measured expansion and future value creation.

2. State of Companys Affairs

During the financial year under review, the Company continued to operate in the premium and luxury watch ecosystem with an integrated presence across distribution, retail, direct-to-consumer/e-commerce, after-sales service, brand support and tools/machinery distribution. The Companys operating model is anchored on authenticity, service excellence, brand partnership and customer trust.

Sr. No.	Objects of the Issue	Amount Proposed (S Crore)	Amount Utilised (S Crore)	Unutilised Amount (S Crore)
1	Funding capital expenditure requirements	2.82	Nil	2.82
2	Funding working capital requirements of the Company	9.00	Nil	9.00
3	General Corporate Purposes	1.43	Nil	1.43
	Total	13.25	Nil	13.25

The Company maintained business momentum in a relatively stable revenue environment and focused on building a stronger operating base. The improvement in profitability during the year demonstrates the benefit of disciplined execution, cost optimisation and tighter operating controls. The Company also continued to strengthen its customer experience, service capability and market presence across relevant channels.

The successful listing of the Companys Equity Shares on the SME Platform of BSE Limited during the year was a significant milestone. Listing has enhanced the Companys visibility, widened its stakeholder base and is expected to support the Companys long-term growth initiatives, subject to market conditions and business requirements.

3. Nature of Business

The Company is engaged in the distribution, marketing, and after-sales servicing of luxury watches and related accessories. The Company also distributes watch service-related tools and equipment in India.

The Company continues to be primarily engaged in a single business segment of trading, distribution, and servicing of luxury watches and related accessories. There was no change in the nature of business of the Company during the financial year under review.

4. Initial Public Offer (IPO) and Listing

During the financial year 2025-26, the Company successfully completed its Initial Public Offer comprising a Fresh Issue of 18,28,800 Equity Shares of face value of 510 each aggregating to 51,499.62 lakh and an Offer for Sale of 4,56,000 Equity Shares by the Selling Shareholders aggregating to 5373.92 lakh, at an issue price of 582 per Equity Share, including a securities premium of 572 per Equity Share.

The total issue size comprised 22,84,800 Equity Shares aggregating to 51,873.54 lakh. The IPO enabled the Company to access the capital markets and create a platform for future business expansion, subject to the objects and utilisation schedule stated in the Prospectus.

Pursuant to the successful completion of the IPO, the Equity Shares of the Company were listed on the SME Platform of BSE Limited on December 11, 2025. The listing represents a significant step in the Companys evolution from a privately held business to a publicly listed enterprise and is expected to support enhanced governance, transparency and stakeholder engagement

5. Details of Utilisation of IPO Proceeds and Statement of Deviation(s) or Variation(s)

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was no deviation or variation in the utilisation of the proceeds of the Initial Public Offer from the objects stated in the Prospectus during the financial year under review.

Brickwork Ratings India Private Limited was appointed as the Monitoring Agency for monitoring the utilisation of the IPO proceeds in accordance with applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The Monitoring Agency Report for the quarter ended June 30, 2026 was reviewed by the Audit Committee and taken on record by the Board of Directors. The Audit Committee also reviewed the utilisation status and noted that the proceeds continued to be held for deployment in accordance with the stated objects.

The amounts stated above represent the net proceeds available for utilisation towards the stated objects of the Issue, after excluding Offer for Sale proceeds and issue- related expenses. As per the Monitoring Agency Report for the quarter ended June 30, 2026, the actual issue expenses borne by the Company amounted to 51.68 crore, as against the estimated issue expenses of 51.74 crore, after considering the reimbursement received from the Promoter Selling Shareholder. Accordingly, the net proceeds available for utilisation increased to 513.32 crore. As on June 30, 2026, the unutilised net proceeds aggregating to 513.32 crore were temporarily invested in fixed deposits and/or maintained in designated bank accounts with scheduled commercial banks in accordance with applicable laws and regulatory requirements.

The Monitoring Agency did not report any adverse observation in respect of utilisation of proceeds for the quarter ended June 30, 2026. The Company will continue to deploy the unutilised proceeds in line with the Prospectus, business requirements and applicable regulatory provisions.

6. Dividend

In view of the Companys growth plans, capital requirements and the need to retain resources for future business expansion and working capital requirements, the

Category of Investors	No. of Equity Shares Allotted / Transferred
Anchor Investors	617,600
Qualified Institutional Buyers - Mutual Funds	22,400
Qualified Institutional Buyers - Others	3,88,800
Non-Institutional Investors - Up to 510 Lakhs	1,02,400
Non-Institutional Investors - Above 510 Lakhs	2,09,600
Retail Individual Investors	7,29,600
Market Maker	2,14,400
Total	22,84,800

Board of Directors has not recommended any dividend on the Equity Shares of the Company for the financial year 2025-26.

7. Transfer to Reserves

During the financial year under review, the Board of Directors has not proposed any transfer of profits to the reserves of the Company. The profits earned during the year have been retained in the Statement of Profit and Loss to support future business requirements and longterm growth.

8. Share Capital

Authorised Share Capital

During the financial year under review, there was no change in the Authorised Share Capital of the Company. As on March 31, 2026, the Authorised Share Capital of the Company stood at 59,00,00,000 (Rupees Nine Crores Only) divided into 90,00,000 Equity Shares of 510/- each.

Paid-up Share Capital

Pursuant to the successful completion of the Initial Public Offer (IPO), the Company allotted 18,28,800 Equity Shares of face value of 510/- each under the Fresh Issue and completed the transfer of 4,56,000 Equity Shares under the Offer for Sale in accordance with the Basis of Allotment approved by BSE Limited.

GYR Capital Advisors Private Limited acted as the Book Running Lead Manager to the Issue and MAS Services Limited acted as the Registrar to the Issue.

The allotment and transfer of Equity Shares pursuant to the IPO was made in the following manner:

Consequent to the allotment of Equity Shares pursuant to the Fresh Issue, the paid-up equity share capital of the Company increased from 5642.60 Lakhs divided into 64,26,028 Equity Shares of 510/- each as on March 31, 2025 to 5825.48 Lakhs divided into 82,54,828 Equity Shares of 510/- each as on March 31, 2026.

The Equity Shares of the Company are listed and traded on the SME Platform of BSE Limited under Scrip Code 544635 and ISIN: INE1CJB01013.

The Company has not issued any equity shares with differential voting rights during the financial year under review. Further, no sweat equity shares, bonus shares, rights shares, warrants or other convertible securities were issued by the Company during the year

9. Lock-in of Pre-IPO Shareholding

In accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Equity Shares held by the Promoters and other pre- IPO shareholders of the Company are subject to lock- in requirements as prescribed under the applicable provisions of the said Regulations

10. Subsidiary, Joint Venture and Associate Companies

The Company does not have any subsidiary or associate company as on March 31, 2026. However, it has investments in the following Joint Venture Companies:

Pasadena Retail Private Limited

Pasadena Retail Private Limited is a Joint Venture Company in which the Company holds 50% of the total equity share capital. The Joint Venture Company was incorporated on January 11, 2019 and is engaged in the business of retail trading of premium and luxury watches, accessories and other luxury products along with rendering related aftersales services.

As on March 31, 2026, the aggregate investment of the Company in Pasadena Retail Private Limited amounted to 5275.00 Lakhs.

Micron Watch Service Private Limited

During the financial year under review, Micron Watch Service Private Limited was incorporated on August 22, 2025 as a Joint Venture Company. Pursuant to the approval of the Board of Directors granted on August 14, 2025, the Company subscribed to 49,900 Equity Shares aggregating to 54,99,000, representing 49.90% of the total equity share capital of the Joint Venture Company.

Micron Watch Service Private Limited is engaged in the business of watch and clock servicing, sale and supply of spare accessories such as watch straps, bracelets, watch winders and other related products. The Joint Venture Company also undertakes specialised customization services including dial modifications, engravings and other value-added offerings for customers.

Name of Director	Designation
Mr. Ashok Goel	Chairman & Managing Director
Mr. Pawan Chohan	Whole-time Director
Mr. Masha Goel	Non-Executive Director
Ms. Nanika Mangla	Non-Executive Independent Director
Ms. Sonali Aggarwal	Non-Executive Independent Director

A statement containing the salient features of the financial statements of the Joint Venture Companies in Form AOC-1, pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Consolidated Financial Statements for the financial year ended March 31, 2026 and is annexed thereto.

During the financial year under review, no company ceased to be a Subsidiary, Joint Venture or Associate of the Company. Micron Watch Service Private Limited was incorporated as a Joint Venture during the year. Other than the above, there was no change in the status of any Subsidiary, Joint Venture or Associate Company.

11. Board of Directors and Key Managerial Personnel (KMPs)

The Board believes that diversity in skills, experience, gender and professional background strengthens governance and decision-making.

During the financial year under review, certain changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company.

Pursuant to the approval of the Members at the ExtraOrdinary General Meeting held on April 09, 2025, Mr. Masha Goel (DIN: 10257947) was appointed as a NonExecutive Director of the Company. The Board is confident that his association with the Company will continue to contribute positively towards the achievement of the Companys long-term objectives and strengthening of its governance framework.

During the year under review, Mr. Satish Kumar Agrawal (10462319) resigned from the office of Non-Executive Independent Director of the Company with effect from August 26, 2025. The Board places on record its sincere appreciation for the valuable guidance, support and contributions made by him during his tenure with the Company.

The Board of Directors, at its meeting held on August

26, 2025, appointed Mr. Varun Kumar (DIN: 02288449) as an Additional Non-Executive Independent Director of the Company. The Members subsequently approved his appointment as a Non-Executive Independent Director at the Extra-Ordinary General Meeting held on August 29, 2025. Thereafter, he resigned from the office of Independent Director with effect from October

27, 2025.

Further, the Board of Directors at its meeting held on October 27, 2025, appointed Ms. Sonali Aggarwal (DIN: 05312244) as an Additional Non-Executive Independent Director of the Company. The Members subsequently approved her appointment as a Non-Executive Independent Director at the Extra-Ordinary General Meeting held on October 28, 2025. She continues to hold office as an Independent Director of the Company.

Ms. Nanika Mangla (DIN: 10960459) continued to serve as a Non-Executive Independent Director of the Company during the financial year under review.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pawan Chohan (DIN: 00070461), Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the Members.

As on March 31, 2026, the Board of Directors of the Company comprised the following Directors:

Key Managerial Personnel

During the financial year under review, Mr. Himanshu Khosla resigned from the position of Company Secretary and Compliance Officer of the Company with effect from April 16, 2025.

Subsequently, the Board of Directors at its meeting held on July 08, 2025, appointed Mr. Pankaj Dulhani as the Company Secretary and Compliance Officer of the Company. He continued to hold office as the Company Secretary and Compliance Officer as on March 31, 2026.

As on March 31, 2026, the Key Managerial Personnel of the Company comprised:

- Mr. Ashok Goel - Chairman & Managing Director

- Mr. Pawan Chohan - Whole-time Director

- Ms. Kanika Gupta - Chief Financial Officer

- Mr. Pankaj Dulhani - Company Secretary &

Compliance Officer

Subsequent to the close of the financial year, Mr. Pankaj Dulhani resigned from the position of Company Secretary and Compliance Officer of the Company with effect from April 09, 2026. The Board placed on record its appreciation for the services rendered by him during his tenure with the Company.

Thereafter, the Board of Directors at its meeting held on May 15, 2026 appointed Ms. Anjali as the Company Secretary and Compliance Officer of the Company with effect from May 15, 2026 pursuant to the provisions of Section 203 of the Companies Act, 2013 and Regulation

Composition:

Members of Committee	Position	Category
Ms. Sonali Aggarwal	Chairman	Independent Director
Ms. Nanika Mangla	Member	Independent Director
Mr. Ashok Goel	Member	Chairman and Managing Director

6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. She has also been designated as a Key Managerial Personnel of the Company.

12. Declarations from Independent Directors

Pursuant to the provisions of Section 134(3)(d) read with Section 149(7) of the Companies Act, 2013, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

The Independent Directors have confirmed that:

i. they continue to fulfil the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

ii. they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties as Independent Directors;

iii. they are not debarred from holding the office of Director pursuant to any order of SEBI or any other statutory authority; and

iv. there has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have also confirmed compliance with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013.

In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise, experience and proficiency and fulfil the conditions specified under the Companies Act, 2013 for appointment as Independent Directors and are independent of the management.

13. Board Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013, the Board carried out an evaluation of its own performance, the performance of its Committees and that of the individual Directors for the financial year ended March 31, 2026.

The evaluation was based on various parameters including the composition and effectiveness of the Board, functioning of the Committees, quality of deliberations, participation and contribution of the Directors, governance practices and adequacy of information made available to the Board.

knowledge and expertise towards the growth and governance of the Company. The Board was satisfied with its overall performance and that of its Committees and individual Directors during the year under review.

The Independent Directors also reviewed the performance of the Non-Independent Directors, the Chairperson and the Board as a whole in accordance with the applicable provisions of the Companies Act, 2013 and expressed satisfaction with the overall functioning of the Board and its management processes.

14. Committee of Board

As on March 31, 2026, the Board has following Three Statutory committees:

AUDIT COMMITTEE:

Terms of Reference:

The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 read with Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, all the The Board noted that the Directors actively participated recommendations made by the Audit Committee were

in the meetings and contributed their experience, accepted by the Board of Directors.

The Committee assists the Board in discharging its oversight responsibilities relating to the integrity of the Companys financial reporting process, review of quarterly and annual financial statements, internal financial controls, risk management framework, internal audit function, statutory audit, auditor independence and performance, and compliance with applicable statutory and regulatory requirements. The Committee also reviews and approves related party transactions, monitors the utilization of funds raised through the Initial Public Offer (IPO), including reports of the Monitoring Agency, reviews the effectiveness of the whistle blower mechanism, and performs such other functions as may be entrusted by the Board or prescribed under applicable laws and regulations.

Composition

Members of Committee	Position	Category
Ms. Sonali Aggarwal	Chairman	Independent Director
Ms. Nanika Mangla	Member	Independent Director
Mr. Masha Goel	Member	Non-Executive Director

Composition: Terms of Reference:

The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee assists the Board in matters relating to the appointment, reappointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel.

The Committee formulates the criteria for determining the qualifications, positive attributes and independence of Directors, identifies persons qualified to become Directors and who may be appointed in Senior Management, and recommends their appointment or removal to the Board. The Committee also formulates the criteria for evaluation of the performance of the Board, its Committees and individual Directors, devises a policy on Board diversity, recommends the remuneration policy for Directors, Key Managerial Personnel and Senior Management Personnel, and recommends all remuneration payable to Senior Management.

The Committee also evaluates the balance of skills, knowledge and experience required on the Board for the appointment of Independent Directors, considers the continuation of their term based on performance evaluation, oversees succession planning, and performs such other functions as may be assigned by the Board or prescribed under the Companies Act, 2013, the SEBI Listing Regulations and other applicable laws.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Members of Committee	Position	Category
Ms. Sonali Aggarwal	Chairman	Independent Director
Mr. Ashok Goel	Member	Chairman & Managing Director
Mr. Pawan Chohan	Member	Whole Time Director

NOMINATION & REMUNERATION COMMITTEE:

Terms of Reference:

The Stakeholders Relationship Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee oversees investor relations and reviews the mechanism for redressal of grievances of shareholders, investors and other security holders.

The Committee, inter alia, considers and resolves grievances relating to transfer and transmission of shares, issue of duplicate share certificates, dematerialisation and rematerialisation of shares, non-receipt of annual reports, dividend-related matters and other investor service requests. The Committee also reviews measures taken for the effective exercise of voting rights by shareholders, monitors the performance and service standards of the Registrar and Share Transfer Agent, and reviews initiatives for reducing unclaimed dividends and ensuring timely receipt of dividend warrants, annual reports and statutory notices by shareholders.

The Committee periodically reviews investor complaints received from shareholders, stock exchanges, SEBI and other regulatory authorities and ensures their timely and satisfactory resolution. The Committee also performs such other functions as may be assigned by the Board or prescribed under the Companies Act, 2013, the SEBI Listing Regulations and other applicable laws

15. Meetings of the Board of Directors and Committee Board Meeting

During the financial year ended March 31, 2026, Twenty (20) meetings of the Board of Directors were held. The intervening gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and applicable Secretarial Standards.

The details of Board Meetings held during the financial year are as under:

Sr. No.	Board Meeting No.	Date of Meeting
1.	01/2025-26	April 08, 2025
2.	02/2025-26	May 01, 2025
3.	03/2025-26	June 04, 2025
4.	04/2025-26	June 14, 2025
5.	05/2025-26	July 08, 2025
6.	06/2025-26	August 14, 2025
7.	07/2025-26	August 26, 2025
8.	08/2025-26	September 02, 2025
9.	09/2025-26	September 08, 2025
10.	10/2025-26	September 10, 2025
11.	11/2025-26	September 25, 2025
12.	12/2025-26	September 28, 2025
13.	13/2025-26	October 27, 2025
14.	14/2025-26	October 29, 2025
15.	15/2025-26	November 14, 2025
16.	16/2025-26	November 27, 2025
17.	17/2025-26	December 03, 2025
18.	18/2025-26	December 09, 2025
19.	19/2025-26	January 05, 2026
20.	20/2025-26	February 12, 2026
Sr. No.	Nomination and Remuneration Committee Meeting No.	Date of Meeting
1.	01/2025-26	April 08, 2025
2.	02/2025-26	June 14, 2025
3.	03/2025-26	July 08, 2025
4.	04/2025-26	August 26, 2025
5.	05/2025-26	October 27, 2025

Stakeholders Relationship Committee Meetings

During the financial year ended March 31, 2026, one (1) meeting of the Stakeholders Relationship Committee was held. The necessary quorum was present at the meeting.

Sr. No.	Stakeholders Relationship Committee Meeting No.	Date of Meeting
1.	01/2025-26	March 18, 2026

Meeting of Independent Directors

During the financial year ended March 31, 2026, one (1) meeting of the Independent Directors was held. The necessary quorum was present at the meeting.

Sr. No.	Independent Director Meeting No.	Date of Meeting
1.	01/2025-26	November 14, 2025

The necessary quorum was present for all the meetings of the Board.

Audit Committee Meetings

During the financial year ended March 31, 2026, six (6) meetings of the Audit Committee were held. The necessary quorum was present at all the meetings.

General Meetings

During the financial year under review, the Company convened and held the following General Meetings:

Sr. No.	Audit Committee Meeting No.	Date of Meeting
1.	01/2025-26	June 14, 2025
2.	02/2025-26	August 22, 2025
3.	03/2025-26	September 25, 2025
4.	04/2025-26	November 22, 2025
5.	05/2025-26	January 05, 2026
6.	06/2025-26	February 12, 2026
Sr. No.	Type of Meeting	Date of Meeting
1.	17th Annual General Meeting	September 30, 2025
2.	01/ 2025-2026 ExtraOrdinary General Meeting	April 09, 2025
3.	02/2025-2026 ExtraOrdinary General Meeting	July 09, 2025
4.	03/2025-2026 ExtraOrdinary General Meeting	August 29, 2025
5.	04/2025-2026 ExtraOrdinary General Meeting	October 28, 2025

Nomination and Remuneration Committee Meetings

During the financial year ended March 31, 2026, five (5) meetings of the Nomination and Remuneration Committee were held. The necessary quorum was present at all the meetings.

All the aforesaid General Meetings were convened and conducted in compliance with the provisions of the Companies Act, 2013, the rules made thereunder and the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The requisite quorum was present throughout the meetings and all the resolutions placed before the Members were duly passed with the requisite majority.

16. Attendance of Directors at Board and Committee Meetings

The attendance of the Directors at the Meetings of the Board and Committees thereof during the financial year ended March 31, 2026 is provided below:

Name of Director	Board Meetings Attended	Audit Committee Meetings Attended	Nomination & Remuneration Committee Meetings Attended	Stakeholders Relationship Committee Meetings Attended	Independent Directors Meeting Attended
Mr. Ashok Goel	20/20	06/06	-	01/01	-
Mr. Pawan Chohan	20/20	-	-	01/01	-
Mr. Masha Goel	20/20	-	05/05	-	-
Ms. Nanika Mangla	20/20	06/06	05/05	-	01/01
Mr. Satish Kumar Aggarwal*	06/07	02/02	03/04	-	-
Mr. Varun Kumar#	05/06	01/01	00/01	-	-
Ms. Sonali Aggarwal$	07/07	03/03	_**	01/01	01/01

*Resigned from the office of Independent Director with effect from August 26, 2025.

#Appointed as Additional Non-Executive Independent Director with effect from August 26, 2025 and resigned with effect from October 27, 2025.

$Appointed as Non-Executive Independent Director with effect from October 27, 2025 and approved by the Members on October 28, 2025.

**No meeting of the Nomination and Remuneration Committee was held after her appointment as Chairperson of the Committee.

The requisite quorum was present at all the meetings of the Board and Committees thereof held during the financial year under review.

17. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Company has adopted a Nomination and Remuneration Policy on the recommendation of the Nomination and Remuneration Committee.

The Policy lays down the criteria for appointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel and seeks to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate persons of the quality required to successfully manage the affairs of the Company.

The Nomination and Remuneration Policy is available on the website of the Company at: www.luxurytimeindia.com

18. Employee Stock Option Scheme

During the financial year under review, the Company has not implemented any Employee Stock Option Scheme and no stock options were granted, vested, exercised or lapsed during the year. Accordingly, the provisions of Section 62(1)(b) of the Companies Act, 2013 and applicable SEBI regulations relating to employee stock options were not applicable to the Company.

19. Corporate Governance

Your Company places significant emphasis on maintaining high standards of corporate governance and is committed to conducting its affairs in the best interests of all stakeholders. Better governance practices enable the Company to introduce more effective internal controls suited to the changing nature of business operations, improve performance and provide stakeholders with a better understanding of the key activities and policies of the Company.

Pursuant to Regulation 15(2) read with Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance are not applicable to the Company as it is listed on the SME Platform of BSE Limited. Accordingly, a separate Corporate Governance Report does not form part of this Annual Report.

Further, the Company notes that, pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 23 relating to Related Party Transactions has become applicable to the Company with effect from April 1, 2026, and the Company shall ensure compliance with the requirements of the said Regulation from the effective date.

Risk Management

The Company has in place a structured Risk Management Framework for identification, assessment, monitoring and

mitigation of various business, operational, financial and regulatory risks that may affect the achievement of its objectives.

The Board of Directors has approved the Risk Management Policy of the Company and periodically reviews the effectiveness of the risk management framework. The Audit Committee also reviews key business risks and the adequacy of mitigation measures from time to time.

Major risks identified by the Company are periodically reviewed by the Board and appropriate mitigation measures are implemented. Based on the assessment carried out during the year, the Board is of the opinion that there are no risks which, in its assessment, may threaten the existence of the Company.

20. Adequacy of Internal Control System

The Company has an adequate system of internal controls and internal financial controls commensurate with the size, scale and complexity of its operations. Such controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

21. Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013

The particulars of investments covered under Section 186 of the Companies Act, 2013 are provided in the notes forming part of the Financial Statements. During the financial year under review, the Company did not grant any loans or provide any guarantees covered under Section 186 of the Act.

22. Deposits

The Company has not accepted or renewed any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

23. Related Party Transactions

All Related Party Transactions entered during the year were in the ordinary course of business and on arms length basis. The particulars of material transactions covered under Section 188 of the Companies Act, 2013 are provided in Form AOC-2 attached as Annexure A.

Details of related party transactions entered by the Company, in terms of Accounting Standard-18 have been disclosed in the notes to the financial statements forming part of this Report.

24. Material changes and commitment occurred after the end of the Financial Year and up to the date of the Report

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company and the date of this Report.

25. Transfer to Investor Education & Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no amount required to be transferred to the Investor Education & Protection Fund.

26. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are furnished below:

(A) Conservation of Energy

The operations of the Company are not energy intensive. Nevertheless, the Company continues to undertake various initiatives for optimum utilisation of energy and other resources across its offices, retail outlets and service centres.

The particulars as required under Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

(i) Steps taken or impact on conservation of energy:

- Optimum utilisation of lighting and electrical equipment;

- Periodic maintenance of electrical installations and office equipment;

- Adoption of energy-efficient operating practices; and

- Creating awareness among employees regarding efficient use of energy.

(ii) Steps taken by the Company for utilising alternate sources of energy:

Considering the nature and scale of the Companys operations, no alternate source of energy was utilised during the financial year. However, the Company continues to evaluate the feasibility of adopting environmentally sustainable energy solutions wherever commercially viable.

(iii) Capital investment on energy conservation equipment:

During the financial year under review, no capital investment was made towards energy conservation equipment.

(B) Technology Absorption

Considering the nature of the Companys business, being engaged in trading of watches and related products, the requirements relating to technology absorption are not of significant relevance.

However, the Company continues to make use of appropriate information technology systems for inventory management, customer relationship management, accounting, financial reporting and overall business operations to improve efficiency and service standards.

(i) Efforts made towards technology absorption: Continuous improvement in information technology systems and business processes.

(C) Foreign Exchange Earnings and Outgo

Particulars	Amount (Rs. in Lakhs)
Foreign Exchange Earnings	313.87
Foreign Exchange Outgo	3,222.05

(ii) Benefits derived: Improved operational efficiency, inventory control, customer service and management reporting.

(iii) Details of technology imported during the last three years: Nil.

(iv) Expenditure incurred on Research and Development: Nil.

The Company continues to engage in international business transactions and adopts appropriate measures for management of foreign exchange exposure.

27. Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors had prepared the annual accounts on a going concern basis.

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. Auditors

a) Statutory Auditors:

At the Annual General Meeting held on September 30, 2025, M/s. S A R N U M & Co. LLP (Formerly known as Santosh Ramanuj & Co.), Chartered Accountants (Firm Registration No. 022686N/N500491), having a valid Peer Review Certificate issued by the Peer Review Board of ICAI, were appointed as Statutory Auditors of the Company from the conclusion of the 17th Annual General

Meeting till the conclusion of the Annual General Meeting to be held in the year 2030, at such remuneration as may be decided by and between the Auditors and the Management of the Company.

Subsequently, M/s. S A R N U M & Co. LLP have tendered their resignation from the office of Statutory Auditors of the Company with effect from July 25, 2026 due to their pre-occupation and other professional commitments resulting in a casual vacancy in the office of Statutory Auditors under Section 139(8) of the Companies Act, 2013. The Board places on record its appreciation for the services rendered by them during their tenure.

The Auditors Report for the financial year ended March 31, 2026 has been provided in the Financial Statements forming part of this Annual Report. The report of the Statutory Auditors does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are selfexplanatory and therefore do not call for any further comments.

b) Internal Auditors:

M/s Anil Singhal and Associates (Chartered Accountants, FRN - 0500069N) has been appointed as an Internal Auditor of the company for the Financial Year 202526. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee. The scope of the internal audit is approved by the Audit Committee.

c) Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company had appointed M/s Nilesh A. Pradhan & Co., LLP, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2025-26. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026 forms part of this Annual Report as Annexure D.

The Secretarial Audit Report contains certain observations, as set out below, along with the comments of the Management:

Sr. No.	Observations of the Secretarial Auditor	Management Comments
1.	The figures appearing in the Financial Statements for the year ended March 31, 2025 were not rounded off in accordance with Schedule III of the Companies Act, 2013.	The observation pertains to the financial statements for the financial year 2024-25. The Company has taken note of the observation and has ensured compliance with the applicable requirements in the financial statements for the financial year 202526.
2.	The Financial Statements for the year ended March 31, 2025 were not signed in accordance with the provisions of Section 134(1) of the Companies Act, 2013.	The observation pertains to the financial statements for the financial year 2024- 25. The Company has taken note of the observation and has ensured compliance with the applicable provisions in the financial statements for the financial year 26.
3.	The statement containing the salient features of the financial statement of the Joint Venture in Form AOC-1 was not attached along with the financial statements for the year ended March 31, 2025.	The observation pertains to the financial statements for the financial year 2024-25. The Company has taken note of the observation and has ensured compliance with the applicable requirements in the financial statements for the financial year 202526.
4.	Certain forms were filed after the due date and the Company paid additional fees thereon.	The Company has taken note of the observation and shall continue to strengthen its internal compliance mechanism to ensure timely filing of statutory forms within the prescribed timelines.
5.	The Company had not contributed towards Corporate Social Responsibility as applicable for the year ended March 31, 2026 till March 31, 2026.	The Company has subsequently fulfilled its applicable CSR obligation for the financial year 2025-26 by transferring the prescribed CSR amount to the PM CARES Fund, a fund specified under Schedule VII of the Companies Act, 2013, within the time prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII thereto.
6.	The Company maintained the Structured Digital Database from February 2026; however, the entry required to be made in February 2026 was made in April 2026.	The Company has taken note of the observation and has strengthened its internal compliance mechanism to ensure timely updation of the Structured Digital Database in accordance with applicable requirements.

with the applicable rules thereon for the Financial Year 2025-26. Hence the clause is not applicable to the Company.

31. Vigil Mechanism / Whistle Blower Policy

In line with the provisions of the Section 177(9) of the Companies Act, 2013, your Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

During the year under review, no incidence under the above mechanism was reported.

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing and maintaining a safe, secure and conducive work environment that is free from sexual harassment and discrimination. The Company has in place a Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder.

An Internal Committee has been duly constituted in accordance with the provisions of the POSH Act to redress complaints relating to sexual harassment at the workplace. The Company also undertakes appropriate awareness and sensitisation initiatives to promote a respectful, safe and inclusive work environment.

The details of complaints received and disposed of during the financial year ended March 31, 2026 are as under:

Particulars	Number
Number of complaints of sexual harassment received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints pending for more than ninety days	Nil

29. Frauds reported under Section 143(12) of the Companies Act, 2013

No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

30. Maintenance of Cost Record

The company is not required to maintain Cost Records as specified u/s 148(1) of the Companies Act, 2013 read

The Company has complied with the provisions relating to the constitution of the Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Disclosure under the Maternity Benefit Act, 1961

The Company is committed to ensuring the welfare and well-being of its women employees and has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time. During the financial year under review, the Company has complied with all applicable statutory requirements relating to maternity benefits and leave entitlements under the said Act.

34. Annual Return

The Annual Return as on March 31, 2026 in Form MGT- 7 is available on the website of the Company at: https:// luxurytimeindia.com/investors

35. Management Discussion and Analysis

A Management Discussion and Analysis Report covering the Companys performance, industry structure and developments, opportunities and threats, outlook, risks and concerns, internal control systems and other material developments ia attached as Annexure E and forms an integral part of this Annual Report.

36. Business Responsibility and Sustainability Report

In terms of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement relating to Business Responsibility and Sustainability Report is not applicable to the Company.

37. Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility ("CSR") became applicable to the Company during the financial year ended March 31, 2026, as the Company met the prescribed threshold under the said provisions.

As the amount required to be spent by the Company towards Corporate Social Responsibility activities during the financial year did not exceed 550 lakh, the constitution of a Corporate Social Responsibility Committee was not required in terms of Section 135(9) of the Companies Act, 2013. Accordingly, the functions of the Corporate Social Responsibility Committee were discharged by the Board of Directors during the financial year under review. Subsequently, on August 14, 2026, the Board of Directors constituted the Corporate Social Responsibility Committee to oversee and monitor the CSR activities of the Company.

The Corporate Social Responsibility Policy of the Company is available on the Companys website at www. luxurytimeindia.com. The Annual Report on CSR Activities, as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Annual Report as Annexure C.

38. Code of Conduct

The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated

Persons (Pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015). This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive Information ("UPSI") by Designated Persons and their immediate relatives.

39. Particulars of the Employees and Related Disclosures

Your directors place on record the sense of appreciation for the valuable contribution made by the staff members of the Company and hope that their continued support will help in achieving the goals of the Company.

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure B.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees in terms of the remuneration is attached as Annexure B.

40. Compliance with SEBI (LODR) Regulations, 2015

The Company has complied with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable to SME listed entities. The Company has timely submitted all periodic disclosures, financial results, shareholding pattern and other filings with BSE Limited during the financial year under review.

41. Listing and Depository Fees

The Equity Shares of the Company are listed on the SME Platform of BSE Limited ("BSE SME"). The Company confirms that the annual listing fees for the financial year 2025-26 have been duly paid to BSE Limited.

The Company has also paid the annual custody / issuer fees to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

42. Dematerialisation of Shares

The equity shares of the Company are available for trading in dematerialised form under the Depository System of NSDL and CDSL.

As on March 31, 2026, 100% of the issued and paid- up equity share capital of the Company was held in dematerialised form.

The ISIN of the Companys Equity Shares is INE1CJB01013.

MAS Services Limited acts as the Registrar and Share Transfer Agent ("RTA") of the Company.

Sd/-

Pawan Chohan Whole Time Director DIN: 00070461

43. Significant and material order passed by the Regulators or Courts

During the year under review, no significant and material order was passed by the Regulators or courts.

44. Compliance of Applicable Secretarial Standards

During the financial year under review, the Company has complied with applicable Secretarial Standards on Board and General Meetings specified by the Institute of Company Secretaries of India pursuant to Section 118 of the Act.

45. Details of application made or any proceedings pending under Insolvency and Bankruptcy Code, 2016 during the FY along with the current status

During the year under review, neither any application was made nor are any proceedings pending under Insolvency and Bankruptcy Code, 2016.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable

46. Human Resources and Employee Relations

The Company believes that its employees are its most valuable asset and continues to focus on creating a positive, inclusive and performance-driven work environment. During the year under review, the Company undertook various initiatives aimed at employee engagement, skill enhancement and professional development.

The Company maintains cordial relations across all levels of the organization and continues to promote a culture of teamwork, integrity, customer-centricity and continuous improvement. The management places significant emphasis on employee well-being and creating a workplace that supports growth, diversity and equal opportunity.

47. Acknowledgments

The Board of Directors places on record its sincere appreciation and gratitude to all stakeholders for their continued trust, support and cooperation throughout the financial year.

The Board extends its heartfelt thanks to the Companys customers, business partners, suppliers, bankers, shareholders, investors and various regulatory and government authorities for their valuable support and confidence in the Company. The Directors also acknowledge the guidance and assistance received from BSE Limited, depositories, merchant bankers, professional advisors, auditors and other intermediaries associated with the Companys successful Initial Public Offer and listing process during the year.

The Board expresses its deep appreciation to all employees for their dedication, commitment and contribution towards the growth and success of the Company. Their efforts, professionalism and teamwork have played a significant role in achieving the Companys objectives and strengthening its position in the market.

The Directors look forward to the continued support of all stakeholders as the Company progresses on its journey of sustainable growth, operational excellence and long-term value creation.

For and on behalf of
Luxury Time Limited
(Formerly known as Luxury Time Private Limited)
Sd/-	Sd/-
Ashok Goel	Pawan Chohan
Chairman & Managing Director	Whole Time Director
DIN: 00783117	DIN: 00070461
Date: August 14,2026
Place: 713, Pearls Omaxe Building, Tower-2 Wazirpur,
Netaji Subhash Place, Delhi- 110034