Your Directors are pleased to present the 48^th (Forty-Eighth) Annual Report of your Company together with the Audited Financial Statements
for the Financial Year ("FY") ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS & PERFORMANCE SUMMARY

The standalone and consolidated Financial Statements for the FY ended March 31, 2025, forming part of this Annual Report, have
been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section
133 of the Companies Act, 2013 ("Act") and other recognized accounting practices and policies to the extent applicable. Necessary
disclosures regarding Ind AS reporting have been made under the Notes to Financial Statements. The Company's performance
during the FY under review as compared to the previous FY is summarized below:

Standalone Financial Results

Your Company has demonstrated consistent revenue growth
and sustained profitability. During FY 2024-25, your Company
recorded a Gross Turnover of ' 2,877.99 Crore representing
a growth of 6.13% as compared to a Gross Turnover of
' 2,711.64 Crore during the previous FY 2023-24.

The Profit before Tax ("PBT") increased by 6.54% to ' 496.32
Crore during FY 2024-25 as compared to ' 465.85 Crore in the
previous FY 2023-24. The Profit after Tax ("PAT") was ' 349.59
Crore compared to ' 417.81 Crore in the previous FY 2023-24,
decreased by 16.33%.

Consolidated Financial Results

During FY 2024-25, the Company recorded a Gross Turnover
of ' 2,947.10 Crore as against a Gross Turnover of ' 2,773.59
Crore during the previous FY 2023-24, representing an
increase of 6.26%.

The PBT was ' 501.94 Crore compared to ' 462.38 Crore in the
previous FY 2023-24, increased by 8.56%. The PAT is ' 354.46
Crore compared to ' 415.47 Crore in the previous FY2023-24,
decreased by 14.68%.

According to the market capitalization list released by BSE
Limited, your Company was ranked 257 as of March 31,2025.

2. OPERATIONAL HIGHLIGHTS

Your Company continued to progress its strategic priorities,
expanding its retail footprint, strengthening brands,
protecting intellectual property, and optimizing the
omni-channel model, all while delivering sound financial
results. The highlights during the period are outlined below:

a. Launch of India's First Foot Locker® Store

Following the license agreement with Foot Locker Retail,
Inc., the inaugural Foot Locker® store was launched in
India, cementing your Company's entry into the global
sneaker-retail space.

b. Strengthening of International Portfolio

Your Company continued to pursue its strategy of
diversifying and premiumizing its brand portfolio
through carefully selected international partnerships.
These collaborations are aimed at tapping into
fast-growing lifestyle segments and broadening
customer access to globally admired brands. Two key
developments during the period were:

• New Era- Your Company entered the lifestyle
fashion accessories segment through a retail
arrangement with New Era, the iconic American
brand known globally for its premium headwear,
especially in sports and streetwear culture. As
part of this strategic initiative, three exclusive
kiosks have been launched across prominent mall
locations in India.

• Clarks-In another significant move, your Company
initiated a structured retail partnership with Clarks,
the well-established British footwear brand known
for its heritage, craftsmanship, and comfort.
Through this association, the Company has plans
to reintroduce the Clarks brand in India with a
refreshed focus on product relevance, consumer
engagement, and retail excellence.

The partnership strategically complements your
Company's portfolio by adding strength in the premium,
comfort, casual and ladies focus footwear categories.
The Clarks launch aligns with your Company's objective
of offering a well-rounded assortment of international
styles and enhancing the value proposition across price
points and demographics.

These alliances are in line with your Company's ongoing
efforts to strengthen its international brand offerings,
deepen customer engagement, and consolidate
its leadership in the fashion and footwear retail
space in India.

c. Completion of FILA Business Integration

Pursuant to the order of Mumbai National Company Law
Tribunal effective from April 1, 2024, the FILA business
was successfully demerged and assimilated into your
Company. This has yielded brand and channel synergies,
enhanced control, and operational efficiencies.

d. "Mochi" recognized as well-known trademark

The Hon'ble Bombay High Court formally declared
"Mochi" a well-known trademark under the Trademarks
Act, 1999, recognizing its strong market presence,
long-standing reputation, and extensive promotion. This
designation significantly enhances legal protection for
the brand across all categories, marking a key milestone
in your Company's efforts to safeguard its intellectual
property and brand integrity.

3. BUSINESS PERFORMANCE

During FY 2024-25, your Company continued to execute
its customer-led growth strategy and delivered resilient
performance amid a dynamic retail environment. The
Company added a net of 70 new stores during the year,
taking the total count to 908 stores across 205 cities as of
March 31,2025. These additions included key formats such as
Metro, Mochi, Crocs, Walkway, Foot Locker, FitFlop, and New
Era kiosks, further strengthening the Company's footprint in
both urban and emerging markets.

Your Company's growth continues to be anchored in deep
customer insights. With advanced analytics and digital tools,
the Company has been able to refine its product offerings,
personalize customer experiences, and drive innovation.
This data-driven, customer-first approach continues to
align customer satisfaction with business value creation,
strengthening the Company's market position and long-term
shareholder returns.

During the year, your Company further scaled its omni-channel
and digital capabilities. E-commerce and omni-channel sales
reached ? 259 Crore, registering a growth of ~20% year-on-
year. The share of online sales rose to approximately 10.6%
of total sales, reflecting increased consumer preference
for convenience, choice, and digitally enabled experiences.
This performance demonstrates your Company's agility in
adapting to evolving consumer behavior and its ability to
compete effectively in a hybrid retail landscape.

The Company remains confident that continued investments
in customer analytics, digital transformation, and strategic
partnerships will drive sustainable and profitable growth
across all channels.

5. METRO STOCK OPTION PLAN 2008 (ESOP 2008):

In accordance with the Act and the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI SBEB Regulations"), ESOP
2008 is managed by the Nomination, Remuneration and
Compensation Committee. The ESOP 2008 has not undergone
any changes during the FY under review.

During the FY under review, the Company granted stock
options to its employees. These options entitle the grantees to
exercise one Equity share of ? 5/- each for every option vested.

During the FY under review, 3,35,217 Equity shares of '5
each were exercised and allotted under the ESOP 2008.
The Certificate from Secretarial Auditor and disclosure
required pursuant to Regulations 13 and 14 respectively, of
the SEBI SBEB Regulations are uploaded on the website of
the Company at https://metrobrands.com/employee-stock-
option-scheme.

6. SHARE CAPITAL

As of March 31, 2025, the Authorised Equity Share Capital of
the Company was ? 1,50,00,00,000 comprising 30,00,00,000
Equity Shares of ? 5 each and the Paid-up Equity Share
Capital of the Company was ? 1,36,12,48,230 comprising of
27,22,49,646 Equity Shares of ? 5 each.

After the end of the FY under review, the Company has
allotted 40,903 Equity Shares of ? 5 each upon exercise of
ESOP options. As on the date of this report, the Paid-up
Capital of the Company is ? 1,36,14,52,745 comprising of
27,22,90,549 Equity Shares of ? 5 each.

7. PUBLIC DEPOSITS

During the FY under review, your Company has not accepted
any deposits within the meaning of Sections 73 and 76 of

the Act read with Companies (Acceptance of Deposits) Rules,
2014. As on March 31, 2025, there were no deposits lying
unpaid or unclaimed. As the Company has not accepted
any deposit during the FY under review, there is no
non-compliance with the requirements of Chapter V of the Act.

8. DIVIDEND AND APPROPRIATIONS

The Board of Directors of your Company in its meeting held
on February 28, 2025 had declared and paid an Interim
Dividend of ? 3/- per Equity Share and Special Dividend of
? 14.50/- per Equity Share of the face value of ? 5/- per share.
Keeping in view the strong performance, your Directors have
recommended a Final Dividend of ? 2.50/- per Equity Share
of face value ? 5/- per Equity Share for the FY 2024-25 in its
Meeting held on May 22, 2025. The total dividend payout
for the FY 2024-25 would be 155.73% (including special
dividend), which is higher than the previous FY. The dividend
declared and paid/proposed to be declared during the FY is in
accordance with the Dividend Distribution Policy, as approved
and adopted by the Board of Directors of the Company and
dividend will be paid out of the profits for the FY and retained
earnings. The total dividend payment, if approved by the
Members, for FY 2024-25 would be approx. ? 544.43 Crore
(including special dividend of ? 394.70 Crore).

Pursuant to the Finance Act, 2020, dividend income is taxable
in the hands of the Members w.e.f. April 01, 2020 and the
Company is required to deduct tax at source from dividend
paid to the Members at prescribed rates as per the Income
Tax Act, 1961.

As per Regulation 43A of the Listing Regulations, the Company
has a Dividend Distribution Policy duly approved by the
Board. The policy is available on the Company's website and
can be accessed at https://metrobrands.com/wp-content/
uploads/2024/07/DividendDistributionPolicy.pdf

Based on the guidelines outlined in the Dividend Distribution
Policy, the Board has recommended the dividend for the FY
under review.

9. TRANSFER TO RESERVES

The Board of Directors of your Company have decided not to
transfer any amount to reserves for the FY under review.

10. MATERIAL CHANGES AND COMMITMENT - IF
ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANY FROM THE END OF THE FY TILL THE
DATE OF THIS REPORT

There were no revisions in the Financial Statements and the
Balance Sheet of the Company during the FY under review. No
material changes or commitments have occurred that would
affect the Company's financial performance between the end
of the FY and the date of this Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for the FY
under review, as stipulated under Regulation 34(2)(e) of the
Listing Regulations, forms a part of the Annual Report.

12. SUBSIDIARIES AND ASSOCIATE COMPANY

A. SUBSIDIARY COMPANIES

(i) Metro Athleisure Limited

Metro Athleisure Limited ("MAL"), wholly owned
subsidiary of the Company, incorporated on
December 12, 2016, has a paid-up capital of
' 97,82,78,900/- (Rupees Ninety-Seven Crore
Eighty-Two Lacs Seventy-Eight Thousand Nine
Hundred only). During the FY under review, MAL
has reported Gross Sales of ' 12.42 Crore and PAT
of ' 0.89 Crore.

(ii) Metmill Footwear Private Limited

Metmill Footwear Private Limited ("Metmill"), a
51% subsidiary of your Company, incorporated
on September 16, 2009 has a paid-up capital of
' 1,25,00,000/- (Rupees One Crore Twenty-Five
Lacs only). In the FY under review, Metmill has
recorded gross turnover of '65.37 Crores. The
turnover increased by 32.54% compared to the
previous FY. Furthermore, the PAT for the same
period stands at ' 7.82 Crore, increase of 31.21%
compared to the previous FY.

B. ASSOCIATE COMPANY

M.V. Shoe Care Private Limited

M.V. Shoe Care Private Limited ("MVSC"), an Associate
Company in which your Company holds 49% of Equity
Shares was incorporated on September 08, 2008, has
a paid-up capital of ' 14,00,00,000/- (Rupees Fourteen
Crore only). For the FY under review, MVSC has reported

Gross Sales of ' 53.39 Crore, with a growth of 1.06%
compared to the previous FY. Additionally, MVSC has
reported the Profit after Tax growth amounting to ' 2.99
Crore, indicating a decrease of 52.46% compared to the
previous FY.

Pursuant to Section 129(3) of the Act, read with Rule
5 of the Companies (Account) Rules, 2014, a separate
statement containing the salient features of the Financial
Statements of MAL, Metmil & MVSC in the prescribed
format AOC-1 is attached as Annexure 1 to this Report.

The audited Consolidated Financial Statements of
your Company for the FY ended March 31, 2025,
prepared in compliance with the provisions of
Ind AS 27 issued by the Institute of Chartered
Accountants of India and notified by the Ministry of
Corporate Affairs ("MCA"), Government of India also
forms part of this Annual Report.

During the FY under review, there were no companies
that became or ceased to become a subsidiary company
/ associate company / joint venture.

13. BOARD OF DIRECTORS

Your Company's Board comprises leaders and visionaries who
provide strategic direction and guidance to the management.
As of March 31, 2025, your Company's Board has eleven (11)
members comprising three (3) Executive Directors, one (1)
Non-Executive Director, one (1) Non-Executive Nominee
Director and six (6) Independent Directors including one (1)
Woman Director. The Board and Committee composition,
tenure of directors, and other details are available in the
Corporate Governance Report (Annexure 7), which forms
part of this Annual Report.

In terms of the requirement of the Listing Regulations, the
Board has identified core skills, expertise, and competencies
of the Directors in the context of the Company's business
for effective functioning. The key skills, expertise and core
competencies of the Board of Directors are detailed in the
Corporate Governance Report, which forms part of this
Annual Report.

During the FY under review, the following changes took place
in the Directorships:

i. Mr. Manojkumar Madangopal Maheshwari
(DIN: 00012341) and Ms. Aruna Bhagwan Advani
(DIN: 00029256), Independent Directors of the
Company, ceased to be the Directors with effect from
February 05, 2025 upon completion of their second
term in accordance with the provisions of the Act and
the Listing Regulations. The Board places on record its
sincere appreciation for the valuable guidance, support,
and contributions made by Mr. Maheshwari and
Ms. Advani during their association with the Company.

ii. Based on the recommendations of the NRC Committee
and in accordance with the provisions of Section
149 read with Schedule IV to the Act and applicable
Listing Regulations, the Board appointed Mr. Bhaskar
Bhat (DIN: 00148778) and Ms. Radhika Dilip Piramal
(DIN: 02105221) as Additional Directors in the capacity
of Independent Directors of the Company, not liable
to retire by rotation, for a term of five (5) years
commencing from February 06, 2025 to February 05,
2030. The Members of the Company, by way of a special
resolution passed through Postal Ballot on March 06,
2025, duly approved the appointment of Mr. Bhat and
Ms. Piramal as Independent Directors of the Company.

iii. Pursuant to the approval of the Members by way of a
special resolution passed at the 47^th Annual General
Meeting ("AGM") of the Company, Mr. Rafique Abdul
Malik (DIN:00521563), Executive Chairman of the
Company was re-designated as Non-Executive Chairman
for a term of three (3) years with effect from September
19, 2024 to September 18, 2027.

iv. Pursuant to the approval of the Members by way
of a special resolution passed at the 47^th AGM of the
Company, Ms. Alisha Rafique Malik (DIN:10719537),
related party, was appointed as Whole-time Director of
the Company for a term of five (5) years with effect from
September 1, 2024 to August 31, 2029, liable to retire
by rotation.

v. Based on the recommendation of the NRC, the Board
of Directors at its meeting held on August 07, 2025,
approved and recommended the re-appointment of
Mr. Mohammed Iqbal Hasannally Dossani
(DIN: 08908594), as Whole-time Director of the Company
for a term of five (5) consecutive years with effect
from June 25, 2026 to June 24, 2031, liable to retire by
rotation, on a remuneration not exceeding ' 1,50,00,000
per annum and all other benefits and perquisites as may
be applicable as per the Company policies.

His remuneration as per his terms of appointment
(including perquisite value of options exercised by
him) is well within the overall maximum remuneration
payable as per Section 197 and 198 of the Act.

In accordance with the provisions of Section 152 of the Act,
read with rules made thereunder and Articles of Association
of your Company, Ms. Farah Malik Bhanji (DIN: 00530676),
is liable to retire by rotation at the ensuing AGM and
being eligible, offers herself for reappointment. The Board
recommends the re-appointment of Ms. Bhanji as Director
for your approval.

The information about the Directors seeking their
re-appointment as stipulated under Secretarial Standards on
General Meetings and Regulation 36 of the Listing Regulations
has been given in the notice convening the AGM.

None of the Directors of the Company have incurred any
disqualification under Sub-Section (1) & (2) of Section 164 of
the Act read with Rule 14(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014. All the Directors
have confirmed that they are not debarred from accessing the
capital market as well as from holding the office of Director
pursuant to any order of the Securities and Exchange Board of
India ("SEBI") or MCA or any other such regulatory authority.
In view of the Board, all the Directors possess the requisite
skills, expertise, integrity, competence, as well as experience
considered to be vital for business growth.

14. KEY MANAGERIAL PERSONNEL ("KMP"):

Pursuant to the provisions of Section 203 of the Act, the KMP
of the Company as on March 31, 2025, were:

1. Ms. Farah Malik Bhanji, Managing Director

2. Mr. Mohammed Iqbal Hasanally Dossani,
Whole-time Director

3. Ms. Alisha Rafique Malik, Whole-time Director

4. Mr. Nissan Joseph, Chief Executive Officer

5. Mr. Kaushal Khodidas Parekh, Chief Financial Officer

6. Ms. Deepa Sood, Senior Vice President - Legal, Company
Secretary & Compliance Officer

During the FY under review, Mr. Rafique Abdul Malik ceased
to be a KMP of the Company w.e.f. September 19, 2024,
pursuant to his re-designation as Non-Executive Chairman.

15. SENIOR MANAGEMENT PERSONNEL ("SMP")

Pursuant to the provisions of Regulation 34, read with
Schedule V of the Listing Regulations, as amended, the list of
the SMP of the Company as on March 31,2025, along with the
changes therein since the end of the previous year is provided
in the Corporate Governance Report, which forms part of the
Annual Report.

16. DECLARATION BY INDEPENDENT DIRECTORS

There are six (6) Independent Directors on the Board of the
Company. Your Company has received declarations from all
the Independent Directors confirming that:

• they meet the criteria of independence as prescribed
under Section 149(6) and Schedule IV of the Act and
Rules issued thereunder, and Regulation 16 of the
Listing Regulations. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company;

• t hey have complied with the Code for Independent
Directors prescribed under Schedule IV to the Act
along with the Code of Conduct for Directors and
SMP formulated by the Company as per the Listing
Regulations; and

• they have registered their names in the databank
of Independent Directors maintained by the Indian

Institute of Corporate Affairs and have qualified the
online proficiency self-assessment test or are exempted
from passing the test as required in terms of Rule 6
of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

I n the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and are
persons of high integrity and repute. They fulfill the conditions
specified in the Act, and the rules made thereunder and are
independent of the management.

None of the Independent Directors are aware of any
circumstance or situation that exist or may be reasonably
anticipated, that could impair or impact their ability to
discharge their duties with an objective independent
judgment without any external influence. The Board of
Directors have taken on record the declarations and
confirmation submitted by the Independent Directors after
undertaking due assessment of the same and in their opinion,
the Independent Directors fulfill the conditions specified in
the Act and the Listing Regulations and are independent of
the management.

17. NUMBER OF MEETINGS OF BOARD

During FY 2024-25, five (5) Board Meetings were held.
The details relating to Board Meetings and attendance of
Directors in each Board Meeting held during the FY under
review has been separately provided in the Corporate
Governance Report.

The maximum interval between any 2 meetings did not exceed
120 days as prescribed by the Act and the Listing Regulations.

18. COMPANY'S POLICY ON APPOINTMENT AND
REMUNERATION FOR DIRECTORS, KMP AND
SMP

The NRC has established a policy in line with the provisions
of the Act and the Listing Regulations for the selection,
appointment, and remuneration of Directors, KMP, and SMP.
The Committee has also laid down criteria for evaluating
the qualifications, positive attributes, and independence
of Directors.

The policy comprehensively outlines the remuneration
structure for Directors, KMP and SMP, along with mechanisms
for performance evaluation and retention. It is designed to
attract, retain, and motivate individuals with the requisite
qualifications at both the Board and senior management
levels. Further, it ensures alignment of their goals with the
Company's vision and mission, promoting the long-term
interests of the organization.

The said policy is available on the Company's website and
can be accessed at: https://metrobrands.com/wp-content/
uploads/2024/07/NRCPolicy.pdf

19. ANNUAL GENERAL MEETING

The 47^th AGM of the Members of the Company was held
on September 19, 2024, through video conference/other
audio-visual means in accordance with various circulars
issued by MCA and SEBI to approve Financial Statements and
other matters. All the Whole-time Directors, the Chairpersons
of the Audit Committee and NRC were present in the meeting.

20. PERFORMANCE EVALUATION OF THE
INDIVIDUAL DIRECTORS, THE COMMITTEES
AND THE BOARD

The annual evaluation process of individual Directors, the
Board and Committees was conducted in accordance with the
provisions of the Act and the Listing Regulations. The Board
along with the NRC has laid down the criteria of performance
evaluation of the Board, its Committees and Individual
Directors which is available on the website of the Company
at https://metrobrands.com/wp-content/uploads/2024/07/
PerformanceEvaluationPolicy.pdf.

Key evaluation criteria, amongst others, included
Board structure and composition, Board meetings and
information flow, Board culture and relationships, talent
management, succession planning, strategic planning and
Committee functioning.

The Board evaluated its performance after seeking inputs
from all the Directors on the basis of criteria such as the
Board composition and structure, effectiveness of Board
processes, information and functioning, etc.

The performance of the Committees was evaluated by the
Board after seeking inputs from the Committee Members on
the basis of criteria such as the composition of Committees,
effectiveness of Committee meetings, etc. The above criteria
are broadly based on the Guidance Note on Board Evaluation
issued by the SEBI.

The Board and the NRC reviewed the performance of
individual Directors on the basis of criteria such as their
contribution to the Board and Committee Meetings like
preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

A separate meeting of the Independent Directors was
held on January 07, 2025, without the attendance of
non-independent directors and members of the management.
In this meeting, performance of non-independent directors
and the Board as a whole was evaluated. Additionally, they
also evaluated the Chairman of the Board, taking into account
the views of Executive and Non-Executive Directors in the
aforesaid Meeting.

The Board also assessed the quality, quantity and timeliness
of flow of information between the Company Management
and the Board that is necessary for the Board to effectively
and reasonably perform their duties. The above evaluations
were then discussed in the Board Meeting and performance

evaluation of Independent Directors was done by the entire
Board, excluding the Independent Director being evaluated.

21. INDEPENDENT DIRECTORS' INDUCTION AND
FAMILIARIZATION PROGRAMME

In accordance with the Listing Regulations, the Company has
implemented a comprehensive familiarization programme
for its Independent Directors. The programme is designed to
provide them with a thorough understanding of their roles,
responsibilities, and rights as Directors, as well as insights
into the Company's operations, industry dynamics, and
business model.

Details of the familiarization programmes conducted for
Independent Directors are available on the Company's website
at https://metrobrands.com/wp-content/uploads/2022/03/
Details-of-ID-Familarisation-Programme-.pdf.

Further, in terms of requirement under Regulation 25(7) of
the Listing Regulations, the details of the training imparted
to the Independent Directors during FY 2024-25 is posted on
the website of the Company at: https://metrobrands.com/
wp-content/uploads/7075/01/Details-of-Fam-Program-7075-
WebsitR-Uploading-Jan2075.pdf

22. COMMITTEES OF THE BOARD OF DIRECTORS

The Board Committees are constituted to focus on specific
areas and facilitate informed decision-making within the
scope of authority delegated to them. Their composition and
functioning are in compliance with the applicable provisions
of the Act read with the relevant rules framed thereunder,
the Listing Regulations, and the Articles of Association of
the Company.

During the FY under review, the Board had accepted all
recommendations made by the respective Committees, as
required. Brief details of each Committee's composition, terms
of reference, number of meetings held, and the attendance
of Directors at those meetings is provided in the Corporate
Governance Report, which forms part of this Annual Report.

23. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India relating to 'Meetings of the Board of Directors (SS-1)' and
'General Meetings (SS-2)' during the FY.

24. CORPORATE SOCIAL RESPONSIBILITY AND
SUSTAINABILITY ('CSR')

An outline of the Company's CSR Policy, along with the
CSR initiatives undertaken during the financial year under
review, is provided in Annexure 2 to this Report. The
disclosure is in compliance with the requirements of
Section 135 of the Act, read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, and
Rule 9 of the Companies (Accounts) Rules, 2014. The
Company's CSR Policy is also available on its website at:

https://mRtrobrands.com/wp-contRnt/uploads/7077/0.5/

CorporatR-Social-RRsponsibility-Policy.pdf.

25. RELATED PARTIES TRANSACTIONS ("RPTs")

I n line with the requirements of the Act and the Listing
Regulations, your Company has formulated a Policy on
RPTs which can be accessed on the Company's website at
https://metrobrands.com/wp-content/uploads/7074/07/
RPTPolicy.pdf

All RPTs entered into, during the FY were on an arm's length
basis and were in the ordinary course of business. There were
no materially significant RPTs with the Promoters, Directors
or KMPs which may have a potential conflict of interest to
the Company at large. Accordingly, the disclosure of RPTs as
required under Section 134(3)(h) of the Act, in Form AOC-2, is
not applicable.

All RPTs are placed before the Audit Committee for review
and approval. Prior omnibus approval is obtained for RPTs
for transactions which are of a repetitive nature.

26. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The particulars of loans, guarantees and investments as per
Section 186 of the Act by the Company, have been disclosed
in the Financial Statements.

27. RISK MANAGEMENT

The Company acknowledges that risk is an inherent and
unavoidable aspect of business. It remains committed to
proactively and effectively managing risks to safeguard its
operations and long-term objectives. The Company has
instituted a structured risk assessment framework that
evaluates internal and external risk factors, with mitigation
measures integrated into strategic and operational plans.

The objective of the Risk Management process is to facilitate
value creation in a dynamic environment, strengthen
governance practices, proactively address stakeholder
expectations, and support sustainable growth and resilience.

The Company has adopted a Risk Management Policy that
outlines its approach to identifying, assessing, and addressing
risks while pursuing its business goals. The Policy is available
on the Company's website at https://metrobrands.com/wp-
content/uploads/2024/07/RiskManagementPolicy.pdf.

The Risk Management Committee, as delegated by the Board,
oversees the Company's risk framework and ensures that
material business and strategic risks, both short and long
term are appropriately identified and managed. The Audit
Committee also reviews the adequacy and effectiveness of
the risk management systems.

To address the evolving digital landscape, the Company has
strengthened its cyber risk preparedness through enhanced

5*

ÝAi

IT security protocols, regular vulnerability assessments, and
employee awareness programs. We have also implemented a
comprehensive incident response framework. In line with the
Digital Personal Data Protection Act, 2023, we are reinforcing
data privacy practices, ensuring secure handling of personal
data, and establishing internal governance mechanisms
for compliance.

The Risk Management Policy undergoes comprehensive
review and periodic updates to ensure its continued
relevance and effectiveness. The Policy was approved by
the Board, the Risk Management Committee, and the Audit
Committee. The Company continues to assess emerging risks
and implements necessary mitigation plans to address risks
that may significantly impact its long-term objectives.

Further details are provided in the Corporate Governance
Report, which forms part of this Annual Report.

28. INTERNAL FINANCIAL CONTROLS AND
SYSTEMS

The Company has implemented a comprehensive and well-
established internal control system that is appropriately
scaled to its business nature, size, and operational complexity.
These controls are integrated across all functions, units,
and processes, and are supported by formalized policies
and procedures aimed at ensuring efficient operations,
safeguarding of assets, optimal resource utilization, accurate
financial reporting, and regulatory compliance.

The internal control framework is subject to regular review
and enhancement to align with the evolving scale and
complexity of the Company's operations. The Audit Committee
periodically assesses the adequacy and effectiveness of
these internal controls and provides direction for further
strengthening where necessary.

During the FY under review, neither the Internal Auditor
nor the Statutory Auditors reported any material concerns
regarding the effectiveness or efficiency of the internal control
systems. Further, there were no instances of fraud or material
misstatement to the Company's operations, which required
the Statutory Auditors to report to the Audit Committee and/
or to the Board as required under Section 143(12) of the Act
and the rules made thereunder.

29. DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the provisions of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act"), the Company has adopted
a Policy on Prevention of Sexual Harassment at the Workplace.
The Policy is aimed at ensuring a safe, respectful, and
inclusive work environment by providing a framework for the
prevention, prohibition, and redressal of sexual harassment.

s

The Policy extends its protection to all employees, including
those on contract, part-time, temporary, deputation, and
consultants, as well as other individuals associated with
the Company. It seeks to promote a workplace free from
prejudice, gender bias, and harassment, thereby fostering a
healthy and secure working environment.

Further details are provided in the Corporate Governance
Report, which forms part of this Annual Report.

30. EXTRACT OF ANNUAL RETURN

I n compliance with the provisions of Section 134(3)(a) and
Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules 2014, the Annual
Return of the Company in Form MGT-7 for FY 2024-25, is
available on the Company's website at https://metrobrands.
com/annual-return/.

The Annual Return will be submitted to the Registrar of
Companies within the timelines prescribed under the Act.

31. STATUTORY AUDITORS AND ITS REPORT

At the 45^th AGM held on September 07, 2022, the Members
approved the appointment of M/s. S R B C & CO LLP,
Chartered Accountants, (FRN: 324982E/E300003) as Statutory
Auditors of the Company to hold office for a period of five (5)
years from the conclusion of that AGM till the conclusion of
the 50^th AGM.

M/s. S R B C & CO LLP is a firm of Chartered Accountants
registered with the Institute of Chartered Accountants of
India. It is primarily engaged in providing audit and assurance
related services to the clients. It is a limited liability partnership
firm incorporated in India. The firm is part of M/s. S.R. Batliboi
& Affiliates network of audit firms.

The Auditors' Report prepared by the Statutory Auditor
both in respect of Standalone and Consolidated Financial
Statements of the Company for the FY ended March 31,2025
does not contain any qualification, reservation, adverse
remark or disclaimer.

32. SECRETARIAL AUDITOR AND ITS REPORT

Pursuant to the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, CS Sekar Ananthanarayan, Practicing
Company Secretary (COP No. 2450) was re-appointed by
the Board of Directors at its meeting held on January 16,
2025 as the Secretarial Auditor of the Company for the
FY 2024-25.

The Secretarial Audit Report issued by CS A. Sekar does not
contain any qualification, reservation or adverse remark or
disclaimer. The Secretarial Audit Report in Form MR-3 forms
part of the Directors' Report as Annexure 3.

CS A. Sekar (ACS No.: 8649, COP No. 2450, Peer Review
Certificate: 5036/2023), a peer reviewed practicing Company
Secretary, is eligible to be appointed as Secretarial Auditor
of the Company for a term of five (5) consecutive financial
years, in terms of provisions of Regulation 24A of the Listing
Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-
PoD-2/CIR/P/2024/185 dated December 31,2024 and the Act.
CS A Sekar has given his consent and confirmed that he is not
disqualified from being appointed as the Secretarial Auditor
of the Company and satisfies the eligibility criteria.

The Board recommends his appointment as the Secretarial
Auditor of the Company for approval of the Members and the
same forms part of the Notice of the ensuing AGM.

Annual Secretarial Compliance Report:

Pursuant to the provisions of Regulation 24A of the Listing
Regulations, the Company has undertaken an audit for
the FY 2024-25 for all applicable compliances as per SEBI
Rules, Regulations, Circulars, Notifications, Guidelines etc.
issued thereunder. The Annual Secretarial Compliance
Report issued by CS A. Sekar, has been duly submitted to
the Stock Exchanges within the prescribed time and also
uploaded on the Company's website https://metrobrands.
com/wp-content/uploads/2025/05/MBL-ACR-2024-25-SE-
discl signed.pdf.

33. INTERNAL AUDITOR

After reviewing the qualifications and experience of various
Internal Auditors to commensurate with the size and
requirement of the Company, the Board of Directors had re¬
appointed M/s. KPMG Assurance and Consulting Services LLP
as the Internal Auditor, in accordance with the provisions of
Section 138 of the Act read with the Companies (Accounts)
Rules, 2014, for FYs 2024-25 and 2025-26.

34. COST AUDIT

As per Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, your Company is not required
to include cost records in their books of account and get its
cost accounting records audited by a Cost Accountant and
submit a compliance report in the prescribed form.

35. PARTICULARS OF EMPLOYEES

The statement containing information required under Section
197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time in
respect of directors/employees of the Company forms part
of this Directors Report and is provided in the Annexure 4 to
this Report.

36. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information required under Section 134(3)(m) of the Act,
read with Rule 8 of the Companies (Accounts) Rules, 2014
for conservation of energy, technology absorption, foreign
exchange earnings and outgo is provided as Annexure 5 to
this Report.

37. CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate,
monitor and report trading by designated persons of
the Company and their immediate relatives ("Code") and
formulated a framework and policy for disclosure of events
and occurrences that could impact price discovery in the
market for its securities as per the requirements under
SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time.

This Code, inter alia, lays down the procedures to be followed
by designated persons while trading/ dealing in Company's
shares and sharing Unpublished Price Sensitive Information
("UPSI"). The Code covers the Company's obligation to
maintain a structured digital database, mechanism for
prevention of insider trading and handling of UPSI, and the
process to familiarize with the sensitivity of UPSI.

The Company has established a system to monitor
transactions done by the designated persons and their
immediate relatives, along with generating system-based
disclosures, in accordance with the Code. The Company
has implemented a web-based interface to oversee all
compliances with the Code.

The details of dealing in the Company's shares by designated
persons are placed before the Audit Committee for information
on a quarterly basis. The Code of Conduct has been made
available on the Company's website at https://metrobrands.
com/wp-content/uploads/7074/07/InsiderTradingPolicy.pdf.

38. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business
activities and has a robust vigil mechanism through its Whistle
Blower Policy approved and adopted by the Board of Directors
of the Company in compliance with the provisions of Section
177(9) of the Act and Regulation 22 of the Listing Regulations.

This mechanism enables reporting of concerns related to
unethical behavior, actual or suspected fraud, malpractice,
impropriety, illegality, non-compliance with legal and
regulatory requirements, retaliation, leakage or suspected
leakage of UPSI, and violations of the Company's Code of
Conduct or Ethics Policy.

The Policy is designed to safeguard a whistleblower from
any form of victimization when raising genuine concerns
regarding potential violations of laws, regulations, or
accounting irregularities. It ensures appropriate protection
is in place for whistleblowers who come forward in good faith.

Employees are empowered to report their concerns
or grievances directly to the Chairperson of the Audit
Committee, especially in exceptional circumstances. To
promote awareness, details of these reporting channels
are communicated to employees during their mandatory
induction and training programs.

The Audit Committee oversees the operation and effectiveness
of this vigil mechanism. During the FY under review, no
personnel were denied access to the Audit Committee,
demonstrating the Company's commitment to fostering a
secure and supportive environment for raising concerns.
During the FY under review, one concern was reported
through the vigil mechanism. The matter was appropriately
addressed and resolved, with the details being shared with
the Board and the Audit Committee.

Further details of the Policy are explained in the Corporate
Governance Report which forms a part of this Annual Report.
This policy is available on the website of the Company at
https://mRtrobrands.com/wp-content/uploads/2024/07/
WhistleBlowerPolicy.pdf.

39. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Board of Directors of
your Company confirms that,

a) i n the preparation of the annual accounts for the FY
ended March 31, 2025, the applicable accounting
standards have been followed.

b) they have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company as on
March 31, 2025 and of the profits of your Company for
the FY ended March 31, 2025.

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

d) the Directors have prepared the annual accounts for the
FY ended March 31, 2025 on a "going concern" basis.

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

f) Adequate systems and processes, commensurate with
the size of the Company & nature of its business are
devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and
operating effectively.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

There are no significant or material orders which were passed
by the Regulators or Courts or Tribunals which impact the
going concern status and the Company's operations in
the future.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Report for
the FY under review, as stipulated under Regulation 34(2)
of the Listing Regulations, describing the initiatives taken by
your Company from Environmental, Social and Governance
perspective, forms an integral part of this Annual Report as
Annexure 6.

42. GREEN INITIATIVES

In commitment to align with green initiatives and surpassing
them, the electronic copy of the Notice of the 48^th AGM of
the Company, along with the Annual Report for FY 2024¬
25, is being sent to all Members whose e-mail addresses
are registered with the Depository Participant(s) on the
cut-off date.

43. CORPORATE GOVERNANCE AND DISCLOSURES

Upholding high standards of Corporate Governance has
been a core principle of the Company since its inception.
The Company's governance practices are rooted in a strong
value system, reflecting its culture, policies, and commitment
to building transparent and trust-based relationships
with stakeholders.

In compliance with Regulation 34(3) read with Schedule V
of the Listing Regulations, a detailed report on Corporate
Governance, along with a Certificate from the Secretarial
Auditor confirming adherence to the prescribed governance
standards, forms an integral part of this Annual Report.

Further, in accordance with Regulation 17(8) read with
Schedule II of the Listing Regulations, the CEO and CFO
have certified to the Board regarding the accuracy of the
financial statements and cash flow statements, the adequacy
of internal control systems, and the proper reporting of
significant matters to the Audit Committee.

44. GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required
in respect to the following items, as there were no transactions
/ matters on these items during the FY under review:

i. There was no change in the nature of business of the
Company during the FY ended March 31, 2025.

ii. There was no issue of equity shares with differential
rights as to dividend, voting or otherwise, issue of sweat
equity shares and buyback of shares.

iii. Neither the Managing Director nor the Whole-time
Director of your Company received any remuneration
or commission from any of its subsidiaries.

iv. There was no one time settlement done with any bank
or financial institution.

v. There is one proceeding initiated / pending against your
Company under the Insolvency and Bankruptcy Code,
2016 which does not materially impact the business of
the Company. The Company is contesting the matter
based on merits at the admission stage.

vi. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.

vii. The Company is in compliance with the applicable
provisions relating to the Maternity Benefit Act 1961.

viii. There were no revisions in the Financial Statements and
the Balance Sheet of the Company.

45. ACKNOWLEDGEMENT

The Board of Directors expresses its heartfelt appreciation to
all employees for their unwavering commitment, resilience,
and spirit of collaboration. Their continued dedication forms
the cornerstone of the Company's success, and with this
strong foundation and shared vision, the Board remains
confident in the Company's ability to achieve sustained
growth in the years to come.

The Board also extends its sincere gratitude to the Company's
customers, shareholders, suppliers, vendors, bankers,
business partners, regulatory bodies, and government
authorities for their ongoing support and trust.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

Rafique Abdul Malik

Chairman and Non- Executive Director

DIN: 00521563

Place: Mumbai

Date: August 07, 2025