Dear Members,

Metro Brands Limited ("Your Company")

Your Directors are pleased to present the 48th (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:

( in Crore)

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 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%.

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 isbeforeTax(" 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 financial omni-channelmodel,allwhiledeliveringsound results. The highlights during the period are outlined below:

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.

Your Company continued toefforts to safeguard itspursue 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.

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.

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 inyourCompany's 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.

4. UTILIZATION OF PROCEEDS OF INITIAL PUBLIC OFFERING ("IPO")

Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, ("Listing Regulations"), a statement on the use of proceeds of IPO is given below:

As of the quarter ended September 30, 2024, the entire amount raised through the IPO has been utilized and fund balance was NIL.

The funds were allocated efficiently towards strategic growth and operational objectives as below:

( in Crore)

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.

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.

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.

(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.

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.

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 identifiedcore 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. of Directors)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 47th 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 September19, 2024 to September 18, 2027.

iv. Pursuant to the approval of the Members by way of a special resolution passed at the 47th AGM of the Company, Ms. Alisha Rafique Malik (DIN:10719537), related party, was appointed as Whole-time Director of fiv(5)yearswith the Company for atermof 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 the Act read with Rule 14(1) of the Companies (Appointment 2014. All the Directors andQualification have confirmed that they are not debarred from accessing the capital market as well as from holding the office of 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.

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

4. Mr. Nissan Joseph, Chief Executive Officer

5. Mr. Kaushal Khodidas Parekh, Chief Financial

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.

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.

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

• 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;

• they 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 from passing the test as required in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In 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

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 the Act and the Listing Regulations and are independent of the management.

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. of Committee meetings, etc. The above

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

The 47th AGMself-assessmenttestorareexempted 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.

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. The Board of 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, 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 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.

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/ Board culture and relationships, talent wp-content/uploads/2025/01/Details-of-Fam-Program-2025-Website-Uploading-Jan2025.pdf

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.

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.

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://metrobrands.com/wp-content/uploads/2022/05/ Corporate-Social-Responsibility-Policy.pdf.

In 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/2024/07/ 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 or KMPs whichmayhaveapotentialconflict 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.

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

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

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.

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 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.

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.

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.

In 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.

At the 45th 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 50th 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.

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 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 confirmedthat he is not disqualified 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.

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.

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 reappointed 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.

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.

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.

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. from being appointed as the Secretarial Auditor

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/2024/07/InsiderTradingPolicy.pdf.

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://metrobrands.com/wp-content/uploads/2024/07/ WhistleBlowerPolicy.pdf.

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

a) in 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 to be followed by the Company and that such internal financial controls are adequate and 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.

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.

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.

In commitment to align with green initiatives and surpassing them, the electronic copy of the Notice of the 48th 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.

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 of internal control systems, and the proper reporting of significant matterstothe Audit Committee

The Directors state that no disclosure or reporting controls is required in respect to the following items, as there were no transactions effectively. / 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.

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.