Directors Report of Metro Brands Ltd.

Mar 31, 2025

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:

n		Standalone		Consolidated
		2024-25	2023-24	2024-25	2023-24
Gross Sales		2,877.99	2,711.64	2,947.10	2,773.59
Less:	Taxes	(428.92)	(407.16)	(440.49)	(417.70)
Sales (Net of Tax)		2,449.07	2,304.48	2,506.61	2,355.89
Profit before Depreciation & Tax		753.42	693.46	759.97	691.50
Less:	Depreciation & Amortisation	257.10	227.61	258.03	229.12
Profit Before Tax		496.32	465.85	501.94	462.38
Less:	Provision for Tax	137.47	79.05	140.10	81.45
Less:	Deferred Tax (Credit)	(15.76)	(31.01)	(16.01)	(31.52)
Less:	Tax pertaining to earlier years	25.02	-	25.02	-
Add:	Share of profit of Joint Venture	-	-	1.63	3.02
Profit After Tax		349.59	417.81	354.46	415.47
Add/(Less):	Other comprehensive income/(Loss) (net of taxes)	(0.27)	1.14	(0.23)	1.21
Total Comprehensive Income		349.32	418.95	354.23	416.68
Less:	Total Comprehensive Income attributable to NonÂ¬ Controlling Interest	-	-	3.88	2.96
Total Comprehensive Income attributable to Owners of the Company		349.32	418.95	350.35	413.72

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.

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:

Issue	Shares Issued	Amount Raised	Deviation(s) or Variation(s) in the use of proceeds of issue if any
IPO	59,00,000 equity shares of face	? 295 Crore only	There were no instances of deviations or variations in
	value of ? 5/- (Rupees five only)	? 295 Crore only	the utilization of proceeds as mentioned in the objects
	each by way of fresh issue through		stated in the Prospectus dated December 15, 2021 in
	IPO of the Company.		respect of the IPO issue of the Company.

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:

Name and brief description of the Sr. No. Object	Amount as proposed in Offer Document (?)	Amount utilized (?)	Total unutilized Amount (?)
1. Expenditure for the New Stores	225.37	225.37	-
2. General Corporate Purposes	61.94	61.94	-
Total	287.31	287.31	-

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 LockerÂ® Store

Following the license agreement with Foot Locker Retail,
Inc., the inaugural Foot LockerÂ® 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:

â¢ 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.

â¢ 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:

â¢ 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;

â¢ 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

â¢ 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 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*

Â¦Ai

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.

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 reÂ¬
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 2024Â¬
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

Mar 31, 2024

Your Directors are pleased to present the 47^th (Forty-Seventh) Annual Report of Metro Brands Limited ("your Company") together with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS & PERFORMANCE SUMMARY

The standalone and consolidated Financial Statements for the FY ended March 31, 2024, 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)
Particulars		Standalone		Consolidated
		FY 2023-24	FY 2022-23*	FY 2023-24	FY 2022-23
Gross Sales		2,711.64	2,431.12	2,773.59	2,495.44
Less:	Taxes	(407.16)	(360.63)	(417.70)	(369.00)
Sales (Net of Tax)		2,304.48	2,070.49	2,355.89	2,126.44
Profit before depreciation & Tax		693.46	656.58	691.50	670.10
Less:	Depreciation & amortisation	227.61	177.74	229.12	181.01
Profit Before Tax		465.85	478.84	462.38	489.09
Less:	Provision for tax	78.94	135.65	80.98	136.85
Less:	Deferred Tax (Credit)	(31.01)	(11.10)	(31.52)	(11.32)
Less:	Tax pertaining to earlier years	0.11	0.30	0.47	0.21
Less:	Share of profit of Joint Venture		-	3.02	2.04
Profit After Tax		417.81	353.99	415.47	365.39
Add/(Less):	Other comprehensive income/(Loss) (net of taxes)	1.14	(1.89)	1.21	(1.94)
Total Comprehensive Income		418.95	352.10	416.68	363.45
Less:	Total Comprehensive Income attributable to NonControlling Interest		-	2.96	3.94
Total Comprehensive Income attributable to Owners of the Company		418.95	352.10	413.72	359.50
*Comparative financial information in the financial statements of the Company has been restated to give the effect of demerger of "FiLA businessâ into the business of the Company.

Standalone Financial Results

Your Company has a strong track record of revenue growth and profitability. During the FY 2023-24, your Company recorded a Gross Turnover of '' 2,711.64 crore representing a growth of 11.54% as compared to a Gross Turnover of '' 2431.12 crore during the previous FY 2022-23.

Yhe Profit before Tax decreased by 2.71% to '' 465.85 crore during FY 2023-24 as compared to '' 478.84 crore in the previous FY 2022-23. The Profit after Tax was higher at '' 417.81 crore compared to '' 353.99 crore in the previous FY 2022-23, representing a growth of 18.03%.

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 herein given below:

Issue	Shares Issued	Amount Raised	Deviation(s) or Variation(s) in the use of proceeds of issue if any
IPO	59,00,000 equity shares of face value of ? 5/- (Rupees five only) each by way of fresh issue through IPO of the Company.	? 295 crore only	There were no instances of deviations or variations in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated December 15, 2021 in respect of the IPO issue of the Company.
The proceeds of IPO were utilized for the objects as disclosed in the Prospectus, the details are mentioned as below: (? in Crore)
Sl. No.	Name and brief description of the Object	Amount as proposed in Amount utilized Total unutilized Amount Offer Document (?) (?) (?)
1.	Expenditure for the New Stores		225.37 206.57 18.80
2.	General Corporate Purposes		61.94 61.94 -
	Total		287.31 268.51 18.80

Consolidated Financial Results

During the FY 2023-24, the Company recorded a Gross Turnover of '' 2773.59 crore as against a Gross Turnover of '' 2,495.44 crore during the previous FY 2022-23, representing an increase of 11.15%.

The Profit before Tax was '' 462.38 crore compared to '' 489.09 crore in the previous FY 2022-23, decreased by 5.46%. The Profit after Tax was higher at '' 415.47 crore compared to '' 365.39 crore in the previous FY 2022-23, representing a growth of 13.71%.

According to the market capitalization list released by the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), your Company''s ranking is 220 and 218, respectively, as of March 31, 2024.

2. OPERATIONAL HIGHLIGHTS

I n the month of October 2023, the Company opened its 800^th store, marking a significant milestone in its retail expansion efforts. This expansion aligns with the Company''s strategy to increase its footprint across various regions in India.

Your Company entered into/renewed the following strategic partnerships:

(i) Trademark License Agreement with Foot Locker Retail, Inc.:

Your Company has entered into a strategic partnership with Foot Locker Retail, Inc., a New York-based specialty athletic retailer granting exclusive rights to the Company for opening and operating athletic and casual footwear & athletic and casual apparel stores under the brand names "FOOT LOCKERÂ®" and "KIDS FOOT LOCKERÂ®" through brick-and-mortar stores in India. The partnership aims at transforming the sneaker segment in India, and address the evolving needs of next-gen customers, and will also help the Company pave the way in revolutionizing the sneaker market, enhancing the retail experience and meeting dynamic needs of our customers.

(ii) Renewal and Extension of Retail and Trademark License Agreement with Crocs India:

Your Company renewed an existing agreement with Crocs India Private Limited ("Crocs") by executing a Retail and Trademark License Agreement whereby Crocs has granted the Company exclusive rights to operate Crocs stores, kiosks and outlets across the western and southern states in India and increased the term (including renewal terms) of the Agreement. Your Company will continue to operate all existing stores operational in Northern & Eastern states of India. Currently, your Company operates over 200 exclusive stores of Crocs across India and is poised for further growth in advancing Crocs'' presence in the country.

(iii) Integration of ''FILA Business'' into Company:

With a strategic focus on optimizing costs, operational synergies, and enhancing management efficiency to drive revenue growth and unlock greater value through improved cash flows, your Company had applied to the National Company Law Tribunal ("NCLT") for approval of the Scheme of Arrangement between Metro Athleisure Limited (formerly known as Cravatex Brands Limited) ("MAL") and the Company, and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 for the demerger of "FILA business" into the business of the Company.

Accordingly, your Company received Order from NCLT, Mumbai Bench on March 14, 2024 approving the Scheme. The appointed date of the Scheme was April 1, 2023 and the Scheme became effective from April 1, 2024. Consequently, the FILA business was transferred to the Company. In accordance with the Scheme, the Company did not issue any shares in consideration for the demerger and hence there was no change in the shareholding of the Company. The demerger has firmly empowered your Company to be future-ready enabling it to pursue its growth strategies with sharper focus and identity.

3. BUSINESS PERFORMANCE

During FY 2023-24, your Company continued its expansion plan and opened 118 new stores including relocation of 8 existing stores and closure of 13 stores. The total number of stores reached 836 at the end of the FY.

Your Company''s growth strategy is centered around its customers. By utilizing first-party customer data from our loyalty programs ClubMetro, MyMochi, CrocsClub, and advanced data analytics, we can gain crucial insights into customer preferences and drive product innovation. This data-driven, customer-centric approach not only enhances experiences but also ensures sustainable growth, thereby increasing shareholder value. We are confident that the Company''s strategic use of analytics and AI will lead to consistent growth, reinforcing our position as a leading destination for all footwear needs. Importantly, this approach ensures that customer satisfaction and shareholder growth are always aligned, reflecting our core values and goals.

Furthermore, your Company has achieved remarkable growth in its e-commerce sales by strengthening its presence in the digital marketplace and successfully transforming into an omni-channel footwear retailer. In the FY under review, e-commerce sales, including omni-channel sales, reached ? 215.15 crore, showcasing a remarkable 32.6% year-on-year growth. The momentum in online sales, including omnichannel, continues to be strong. In FY 2023-24, online sales (including omni-channel) accounted for 9.5% of the overall sales, as compared to 7.9% in FY 2022-23. This transition highlights the Company''s responsiveness to evolving consumer preferences and its capability to adopt modern retail trends.

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

ESOP 2008 is administered by the Nomination, Remuneration and Compensation Committee ("NRC") and is in compliance with the Act and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"). During the FY under review, there have been no material changes in the ESOP 2008.

During the FY under review, the Company granted 3,09,525 stock options to its employees. As of March 31,2024, the total number of options granted and outstanding by the Company is 15,04,532, which now accounts for approximately 0.55% of the total equity capital.

These options entitle the grantees to exercise one Equity share of ? 5/- each for every option vested.

During the FY under review, 180,881 Equity shares of ? 5 each were exercised and allotted under the ESOP 2008. The disclosure required pursuant to clause 14 of the SEBI SBEB Regulations is uploaded on the website of the Company at https://metrobrands.com/wp-content/uploads/2024/07/ ESOPdetails.pdf

6. SHARE CAPITAL

As of March 31, 2024, 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 ? 1,35,95,70,510 comprising of 27,19,14,102 Equity Shares of ? 5 each.

After the end of the FY under review, the Company has allotted 28,902 Equity Shares of ? 5 each upon exercise of

ESOP options. As on date, the Paid-up Capital of the Company is ? 1,359,715,020 comprising of 271,943,004 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, 2024, there were no deposits lying unpaid or unclaimed. As the Company has not accepted any deposit during the FY under review, there is no noncompliance 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 January 18, 2024 had declared and paid an Interim Dividend of ? 2.75/- 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 ? 2.25/-per Equity Share of face value ? 5/- per Equity Share for the FY 2023-24 in its Meeting held on May 22, 2024. The total dividend payout for the FY 2023-24 would be 32.45%, 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. The total Dividend payment, if approved by the Members, for FY 2023-24 would be approx. ? 135.96 crore.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 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. FINANCE

Your Company has been financing its operations and expansions through internal accruals. Your Company retained the highest credit rating A1 for short -term and AA for longterm by CARE, a leading rating agency. Details of the same are provided in the Corporate Governance Report.

11. 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 has been no material change or commitment affecting the financial performance of the Company which occurred between the end of the FY to which the financial statements relate and the date of this Report.

12. AMENDMENT TO THE ARTICLES OF ASSOCIATION

After the end of the FY under review, the Board of Directors, in its meeting held on August 9, 2024 has recommended to the Members for their approval the alteration of the existing Articles of Association of the Company by adoption of a new set of Articles of Association in substitution, and to the entire exclusion of the Articles contained in the existing Articles of Association of the Company. This is to align with the provisions of the Act and the Rules made thereunder and to incorporate best governance practices. The amendments are aimed at updating various clauses to reflect current statutory requirements and governance practices. The proposed revised Articles of Association are available on the Company''s website at https://metrobrands.com/investor-relations/.

13. 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.

14. SUBSIDIARIES AND ASSOCIATE COMPANY

(i) MAL

MAL is wholly owned subsidiary of the Company acquired on December 1, 2022. During the FY under review, MAL has reported Gross Sales of '' 12.63 Crore and loss after tax of '' 6.19 Crore.

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 statement of MAL 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, 2024, 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.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated Financial Statements of the Company and separate audited Financial Statements of the wholly owned subsidiary, are available on the website of the Company at https:// metrobrands.com/group-company/.

During the FY under review, the name of the wholly owned subsidiary was changed from Cravatex Brands Limited to Metro Athleisure Limited pursuant to the Certificate of Incorporation dated July 14, 2023. FILA business in MAL was demerged into the Company vide Order dated March 14, 2024 of NCLT.

(ii) Metmill Footwear Private Limited

Metmill Footwear Private Limited ("Metmill"), a 51% subsidiary of your Company, was incorporated on September 16, 2009, and currently 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 '' 49.32 Crore. The turnover decreased by 8.70% compared to the previous FY. Furthermore, the Profit after Tax for the same period stands at '' 5.96 Crore, a decrease of 24.17% 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 Metmill in the prescribed format, AOC - 1 is attached as Annexure - 1 to this Report.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated Financial Statements of the Company and separate audited Financial Statements of the subsidiary, are available on the website of the Company at https://metrobrands. com/group-company/

The Company''s policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company''s website at https:// metrobrands.com/wp-content/uploads/7074/07/ PolicyonMaterialSubsidiary.pdf

(iii) M.V. Shoe Care Private Limited

M.V. Shoe Care Private Limited ("MVSC") is an Associate Company in which your Company holds 49% of Equity Shares. For the FY under review, MVSC has reported Gross Sales of '' 52.83 Crore, with a growth of 9.33% compared to the previous FY. Additionally, MVSC has reported the Profit after Tax growth amounting to '' 6.29 Crore, indicating a significant increase of 27.85% 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 MVSC in the prescribed format, AOC - 1 is attached as Annexure - 1 to this Report.

During the FY under review, there were no companies that became or ceased to become an Associate Company/Joint Venture.

15. BOARD OF DIRECTORS

As of March 31, 2024, your Company''s Board had ten members comprising three Executive Directors, one NonExecutive Nominee Director and six Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, 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. As reported last FY, the Board of Directors had proposed re-appointment of Mr. Vikas Vijaykumar Khemani (DIN: 00065941), as a Non-Executive Independent Director on the Board of the Company for a period of five (5) consecutive years w.e.f March 12, 2024. At the 46^th AGM held on September 13, 2023, the Members approved his re-appointment as an Independent Director of the Company for a period of five (5) years i.e. from March 12, 2024 to March 11,2029.

Sacheti (DIN: 01683592) as an Additional Director in the capacity of an Independent Director of the Company, not liable to retire by rotation, for a term of five (5) years commencing from October 19, 2023 to October 18, 2028. Mr. Sacheti brings to the Board his extensive knowledge and experience in design innovation and ensures the highest-quality execution. The Members of the Company, by way of a special resolution passed through postal ballot on December 13, 2023, duly approved the appointment of Mr. Sacheti as an Independent Director of the Company.

iii. At the 44^th Annual General Meeting ("AGM") of the Company, based on the recommendations of the NRC and the Board of Directors, the Company had appointed Mr. Rafique Abdul Malik as Executive Chairman of the Company for a period of 5 (Five) years with effect from 1^st April 2022. Mr. Rafique Abdul Malik has been associated with the Company since incorporation.

I n line with the requirement of Regulation 17(1) (b) of the Listing Regulations, the Board of Directors pursuant to the recommendations of NRC at its meeting held on August 9, 2024, had approved and recommended to shareholders transition and re-designation of Mr. Rafique Abdul Malik, Executive Chairman to NonExecutive Chairman for a term of 3 (three) years with effect from September 19, 2024 to September 18, 2027, who shall not be liable to retire by rotation.

iv. Based on the recommendation of the NRC, the Board of Directors at its meeting held on August 9, 2024, approved the appointment of Ms. Alisha Rafique Malik (DIN: 10719537), related party, as an Additional Director in the capacity of Whole-time Director of the Company for a term of 5 (five) consecutive years with effect from September 1, 2024 to August 31, 2029, liable to retire by rotation. Ms. Malik shall hold office as Additional Director up to the date of this AGM and is eligible for appointment as a Whole-time Director.

The NRC & Board have assessed and determined that Ms. Alisha Rafique Malik is a fit and proper person to be appointed as a Whole-time Director of the Company and that she fulfils the conditions specified in the Act and the relevant Rules made thereunder and the Listing Regulations. Ms. Malik has confirmed that she has not incurred any disqualification under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014

The Board recommends her regularization as a Wholetime Director of the Company for approval of the Members and the same forms part of the notice of the ensuing AGM.

The information about the Directors seeking their appointment/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.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Utpal Hemendra Sheth (DIN: 00081012), is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends the reappointment of Mr. Sheth as Director for your approval.

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.

16. KEY MANAGERIAL PERSONNELS ("KMPs"):

Pursuant to the provisions of Section 203 of the Act, the KMPs of the Company as on March 31, 2024, were:

1. Mr. Rafique Abdul Malik, Chairman

2. Ms. Farah Malik Bhanji, Managing Director

3. Mr. Mohammed Iqbal Hasanally Dossani, Whole Time Director

4. Mr. Nissan Joseph, Chief Executive Officer

5. Mr. Kaushal Khodidas Parekh, Chief Financial Officer

6. Ms. Deepa Sood, VP - Legal, Company Secretary & Compliance Officer

7. Ms. Alisha Rafique Malik (President - Sports Division, E-Commerce and CRM)

During the FY under review, there were no changes in the KMPs of the Company.

17. 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 31,2024, along with the changes therein since the end of the previous FY is provided in the Corporate Governance Report, which forms part of the Annual Report.

18. DECLARATION BY INDEPENDENT DIRECTORS

There are six 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 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 as being maintained by the Indian Institute of Corporate Affairs 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.

19. NUMBER OF MEETINGS OF BOARD

During FY 2023-24, six (6) 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.

20. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS AND SMP

The NRC has devised a policy which is in accordance with the Act and the Listing Regulations for selection, appointment and remuneration of Directors, KMP and SMP. The Committee has also formulated the criteria for determining the qualifications, positive attributes, and independence of Directors. The Policy, inter alia, covers details of the remuneration of Directors, Key Managerial Personnel and Senior Management, their performance assessment and retention features.

The Policy aims to attract, retain, and motivate qualified people at the Board and senior management levels and ensure that the interests of Board members and senior executives are aligned with the Company''s vision and mission statements, and are in the long-term interests of the Company. The Policy can be accessed on the Company''s website at https://metrobrands.com/wp-content/uploads/2024/07/ NRCPolicy.pdf

21. ANNUAL GENERAL MEETING

The 46^th AGM of the Members of the Company was held on September 13, 2023, through video conference/other audiovisual means in accordance with various circulars issued by MCA and SEBI to approve Financial Statements and other matters. All the Whole-time Directors, the Chairperson of the Audit Committee and NRC were present in the meeting.

22. 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

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 the contribution of the individual Director 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 March 1, 2024, without the attendance of nonindependent 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.

23. INDEPENDENT DIRECTORS'' INDUCTION AND FAMILIARIZATION

In compliance with the provisions of the Listing Regulations, the Company has put in place a familiarization programme

for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. The details of familiarization programmes for Independent Directors are posted on the website of the Company at https://metrobrands.com/wp-content/uploads/2024/07/FamiliarizationProgramme.pdf

24. COMMITTEES OF THE BOARD OF DIRECTORS

The Board Committees focus on certain specific areas and make informed decisions in line with the delegated authority. The constitution of Board Committees is in compliance with the provisions of the Act and the relevant rules made thereunder, the Listing Regulations and the Articles of Association of the Company.

During the FY under review, all recommendations as mandatorily required by the various Committees were accepted by the Board. The brief details of the composition of the Committees, terms of reference, the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

25. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the FY under review, as required under 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, is attached to this report as Annexure - 2. The CSR Policy is available on the website of the Company at https://metrobrands.com/wp-content/uploads/2022/05/Corporate-Social-Responsibility-Policy.pdf

27. 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. The Policy on RPTs can be accessed on the Company''s website 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 RPTs with the Promoters, Directors or KMPs which may have a potential conflict of interest with 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 repetitive nature.

28. 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.

29. RISK MANAGEMENT

The Company recognizes that risk is an integral and inevitable part of business and it is fully committed to managing the risks proactively and efficiently. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks. The Company has a disciplined process for continuously assessing risks, in the internal and external environment along with minimizing the impact of risks. The Company incorporates the risk mitigation steps in its strategy and operating plans.

The objective of the Risk Management process in the Company is to enable value creation in an uncertain environment, promote good governance, address stakeholder expectations proactively, and improve organizational resilience and sustainable growth.

The Company has in place a Risk Management Policy which articulates the approach to address the uncertainties in its endeavor to achieve its stated and implicit objectives. This Policy is available on the website of the Company at https://metrobrands.com/wp-content/uploads/2024/07/ RiskManagementPolicy.pdf

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and to ensure that all short-term and long-term implications of key strategic and business risks are identified and addressed by the management. The Audit Committee also reviews the risk management systems of the Company.

During the Financial Year review, the Company has also reviewed its Risk Management Policy and the Board, Risk Management Committee & Audit Committee approved the revisions in the said Policy. The Company regularly identifies uncertainties and after assessing them, devises short- term and long-term actions to mitigate any risk which could materially impact the Company''s long-term plans.

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

30. INTERNAL FINANCIAL CONTROLS AND SYSTEMS

The Company has in place well-established and robust internal control systems which are commensurate with the nature of its business, size & scale and complexity of its operations and are implemented across all processes, units and functions. Internal control systems comprising of policies

and procedures are designed to ensure sound management of the Company''s operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of the Company''s operations.

The Audit Committee also periodically reviews the adequacy and effectiveness of internal control systems and provides guidance for further strengthening them. During the FY under review, no material observation has been made by the Internal Auditor or Statutory Auditors of the Company in relation to the efficiency and effectiveness of such controls.

During the FY under review, 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.

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

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act''), the Company has formulated a Policy on Prevention of Sexual Harassment at the Workplace for prevention, prohibition and redressal of sexual harassment at the workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.

The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective to create a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. Internal Complaints Committee is in place to redress complaints received regarding sexual harassment.

The Policy ensures that all employees, including those on deputation, temporary, part-time, and others working as consultants or on contract, are covered and protected under its provisions. The Policy extends its safeguards to all individuals associated with the Company in various capacities. During the FY under review, the Company received one complaint related to sexual harassment. The Company took this complaint seriously and conducted a thorough investigation in accordance with the provisions of the POSH Act. Following the completion of the investigation, and as per the requirements of the Act, the complaint was appropriately resolved.

The Company periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of the POSH Act. Mandatory video based awareness E-module training has been developed in English and Hindi language for sensitizing all the employees of the Company regarding provisions of the POSH Act.

32. EXTRACT OF ANNUAL RETURN

Pursuant to 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 2023-24, is available on the Company''s website at https://metrobrands.com/ annual-return/

33. AUDITORS Statutory Auditors:

At the 45^th AGM held on September 7, 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 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 with its registered office at 22, Camac Street, 3^rd Floor, Block ''B'', Kolkata. The firm is part of M/s. S.R. Batliboi & Affiliates network of audit firms.

Internal Auditors:

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 ("KPMG") 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.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS A. Sekar, Practicing Company Secretary (COP No. 2450) was re-appointed by the Board of Directors at its meeting held on January 18, 2024 as the Secretarial Auditors of the Company for the FY 2023-24.

34. AUDITORS REPORT

(i) Statutory Audit Report:

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, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

(ii) Secretarial Audit Report:

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 annexures to this Directors'' Report as Annexure - 3.

Pursuant to provisions of Section 143 (12) of the Act, the Statutory Auditors and the Secretarial Auditors have not reported any incident of fraud to the Audit Committee or Central Government during the FY under review.

(iii) Annual Secretarial Compliance Audit Report:

Pursuant to the provisions of Regulation 24A of the Listing Regulations, the Company has undertaken an audit for the FY 2023-24 for all applicable compliances as per SEBI Rules, Regulations, Circulars, Notifications, Guidelines etc. issued thereunder. The Annual Secretarial Compliance Audit 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/7074/07/ASCR7074.pdf

35. 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.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and notified by MCA.

37. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) 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. The statement containing information forming part of this Directors Report is provided in the Annexure - 4 to this Report.

The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time-to-time, forms part of this Board Report.

38. 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.

39. INSIDER TRADING CODE OF CONDUCT

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons of the Company and their immediate relatives and to formulate 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. The Company has put in place a mechanism for monitoring the trades done by designated persons of the Company and their immediate relatives as well as generation of system based disclosures in line with the Code of Conduct on Insider Trading. 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

40. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and established the necessary vigil mechanism for Directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of the Listing Regulations, to report concerns about unethical behavior, or actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, noncompliance of legal and regulatory requirements, retaliation against the directors and employees, and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company or violation of the Company''s Code of Conduct or Ethics Policy.

The Policy implemented by the Company aims to protect employees and directors from any form of victimization when they raise concerns about potential violations of legal or regulatory requirements, as well as any instances of incorrect or misrepresented financial statements and reports. It ensures adequate safeguards are in place for those who come forward with such concerns.

Employees of the Company are provided with the right and option to report their concerns or grievances to the Chairperson of the Audit Committee, particularly in appropriate or exceptional cases. To ensure widespread awareness, information about these reporting channels is communicated to employees during their mandatory training modules at the time of joining the Company.

The functioning of this reporting mechanism is overseen by the Audit Committee, which ensures its effectiveness and proper implementation. No personnel were denied access to the Audit Committee during the FY under review, reflecting the Company''s commitment to providing a safe and supportive environment for reporting concerns.

The details of this Policy are explained in the Corporate Governance Report which forms a part of this Annual Report and available at the website of the Company at https://metrobrands.com/wp-content/uploads/2024/07/ WhistleBlowerPolicy.pdf

There was one instance of such reporting during the FY under review, which was duly reported to the Board and Audit Committee and resolved during the said FY.

41. 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, 2024, 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, 2024 and of the profits of your Company for the FY ended March 31, 2024.

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 31,2024 on a "going concern" basis.

e) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

42. 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.

43. 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.

44. GREEN INITIATIVES

In commitment to align with green initiatives and surpassing them, the electronic copy of the Notice of the 47^th AGM of the Company, along with the Annual Report for FY 2023-24, is being sent to all Members whose e-mail addresses are registered with the Company/Depository Participant(s).

45. CORPORATE GOVERNANCE AND DISCLOSURES

Maintaining high standards of Corporate Governance has been fundamental to the business of our Company since its inception. The Company''s Corporate Governance practices reflect value system encompassing culture, policies, and relationships with the stakeholders.

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations a report on Corporate Governance along with a Certificate from the Secretarial Auditor towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and is given in Annexure - 7.

The CEO and the CFO have certified to the Board and confirmed inter-alia, the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee as required under Regulation 17(8) read with Schedule II to the Listing Regulations.

46. 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 31,2024.

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. No proceedings are filed by the Company nor are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

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

7. ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude and appreciation for all the employees of the Company. Our consistent growth has been possible through their hard work, solidarity, cooperation, and dedication during the FY.

The Board also conveys its appreciation to its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory, and government authorities for their continued support.

Mar 31, 2022

Your Directors are pleased to present the 45^th (Forty-fifth) Annual Report together with the Audited Financial Statements, prepared in compliance with Ind AS Accounting Standards of Metro Brands Limited (''your Company'') for the Financial Year (FY) ended March 31, 2022.

1. STATE OF COMPANY''S AFFAIRS AND BUSINESS OVERVIEW

Your Company is one of the largest Indian footwear and accessories specialty retailers and an aspirational Indian brand in the footwear category.

Your Company retails footwear under its own brands of Metro, Mochi, Walkway, Da Vinchi and J. Fontini, as well as certain third-party brands such as Crocs, Skechers, Clarks and Fitflop, which complement the in-house brands. Your Company believes that these brands have a pan-India appeal across regions. It also offers accessories such as belts, bags, socks, and wallets, at the stores. It also retails footcare and shoe-care products at its stores. Thus, your Company has evolved into a one-stop-shop for all footwear needs, retailing a wide range of branded products for the entire family, including men, women, unisex, and children, and for every occasion, including casual and formal events.

Your Company has been targeting the economy, mid and premium segments in the footwear market, which together have contributed to its overall growth.

Your Company carries retail operations through its own stores and distributors as well as through ecommerce channels (including omni-channel).

More details on the state of Company''s affairs and business overview are discussed in the Management Discussion & Analysis Report forming part of this Annual Report.

2. FINANCIAL HIGHLIGHTS & PERFORMANCE SUMMARY

The standalone and consolidated Financial Statements for the FY ended March 31,2022, 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 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 Lacs)
Particulars	Standalone Consolidated
Particulars	2021-22	2020-21	2021-22	2020-21
Gross Sales	1,53,712	91,943	1,57,464	93,852
Less: Taxes	22,527	13,101	23,239	13,951
Sales (Net of Tax)	1,31,185	78,841	1,34,225	79,901
Profit before depreciation & Tax	41,137	21,236	41,739	20,635
Less: Depreciation	13,383	12,121	13,424	12,184
Profit Before Tax	27,754	9,114	28,314	8,451
Less: Provision for tax	7,526	2,428	7,525.5	2,428
Less: Deferred Tax Liability	(590)	(497)	(561.8)	(426)
Less: Tax pertaining to earlier years	55	(70)	54.9	(74)
(Add): Share of profit of Joint Venture	-	-	(124.3)	60
Profit After Tax	20,764	7,252	21,420	6,462
Add/(Less): Other comprehensive income/(Loss) (net of taxes)	51	189	41	185
Total Comprehensive Income	20,815	7,442	21,460	6,647
Less: Total Comprehensive Income attributable to NonControlling Interest	-	-	258	(360)
Total Comprehensive Income attributable to Owners of the Company	20,815	7,442	21,201	7,007

by NSE and BSE, the ranking of your Company is 246 and 247 respectively as of March 31, 2022.

ii. Utilization of Proceeds of IPO:

Pursuant to Regulation 32 of the SEBI Listing Regulations, a statement/explanation for the deviation(s) or variation(s) in the use of proceeds of IPO is herein given below:

Particulars of Issue	Shares Issued	Amount Raised	Deviation(s) or Variation(s) in the use of proceeds of issue if any
IPO	59,00,000	'' 295	There were no
	equity	crores	instances of
	shares of	only	deviation(s) or
	face value		variation(s) in
	of '' 5/-		the utilization
	(Rupees		of proceeds as
	five only)		mentioned in the
	each by		objects stated in
	way of		the Prospectus
	fresh		dated December
	issue		15, 2021 in
	through		respect of the
	IPO of the		IPO issue of the
	Company.		Company.

Standalone Financial results

Your Company is one of the largest Indian footwear specialty retailers and are among the aspirational Indian brands in the footwear category. The Company has a strong track record of revenue growth and profitability. During the FY 2021-22, your Company recorded the Gross Turnover of '' 1,537.12 crore, a growth of 67.18% as compared to Gross Turnover of '' 919.43 crore during the previous FY.

The Profit before Tax was '' 277.54 crore compared to '' 91.14 crore in the previous FY, increased by 204.53 %. The Profit after Tax was higher at '' 208.15 crore compared to '' 74.42 crore in the previous FY, a growth of 179.71%.

Consolidated Financial Results

During the FY 2021-22, the Company recorded Gross Turnover of '' 1,574.64 crore during the FY under review, as against the Gross Turnover of '' 938.52 crore during the previous FY, an increase of 67.78%.

The Profit before Tax was '' 283.14 crore compared to '' 84.51 crore in the previous FY, higher by 235.04%. The Profit after Tax was higher at '' 214.59 crore compared to '' 66.47 crore in the previous FY, a growth of 222.83%.

3. SIGNIFICANT ACTIVITIES AND DEVELOPMENTS

i. Initial Public Offering:

During the FY 2021-22, the Company had come up with an Initial Public Offering (IPO) of 27,350,100 equity shares of face value of '' 5/- each at a premium of '' 495 per Equity shares, comprising of fresh issue of 59,00,000 equity shares and Offer for Sale of 21,450,100 equity shares by selling shareholders. Pursuant to the IPO, the paid-up equity shares capital of the Company increased from '' 1,32,80,37,130 to '' 1,35,75,37,130.

The issue opened on December 10, 2021 and closed on December 14, 2021.The trading on equity shares commenced on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on December 22, 2021, subject to fulfillment of lock-in conditions on certain shares. The success of the IPO reflects the trust, faith, and confidence that the investors, customers, business partners and markets has vested in the Company.

The market capitalization of the Company has marked its presence under the list of Top 500 Companies in the market. As per the market capitalization list released

The proceeds of IPO were utilized for the objects as disclosed in the Prospectus, the details are mentioned as below:

('' in Million)
Sl.	Name	Amount as Amount		Total
No.	and brief	proposed	utilized unutilized
	description	in Offer	(?)	Amount
	of the	Document		(?)
	Object	(?)
1.	Expenditure for the New	2,253.74	5.54	2,248.20
	Stores
2.	General Corporate Purposes	595.60	595.60
	Total	2,849.34	601.14	2,248.20

iii. Private Placement:

On November 3, 2021, your Company issued Pre-IPO Placement to a selected group of persons on a private placement basis of 73,136 equity shares at a price of '' 450 per share (including premium of '' 445 per share) to reward the long-term associates of the Company and to create a sense of ownership in them towards

the business. The Company raised '' 3.29 crores, which are being utilized for opening new stores of the Company and general corporate purposes.

iv. Metro Stock Option Plan 2008 (ESOP 2008):

On September 11, 2008, the Company had implemented Metro Stock Option Plan 2008 ("ESOP 2008"/ "Plan") for its employees. The objective of the ESOP 2008 is to attract and retain talent by way of rewarding their association and performance and to motivate them to contribute to the overall corporate growth and profitability.

The ESOP 2008 was originally approved by the Board of Directors on July 23, 2008 and was further modified by the members of the Company by way of resolutions passed in general meetings on September 26, 2014, August 5, 2021, and September 23, 2021. In terms of Regulation 12 (1) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB) Regulations"), ESOP 2008 was ratified by shareholders of the Company subsequent to the IPO of the Company by way of Postal Ballot passed on April 11, 2022 and accordingly the Company has obtained in-principle approval from BSE and NSE on May 23, 2022 and May 30, 2022 respectively to list its ESOP shares.

To encourage employee''s sense of belongingness in the Company, in addition to the old ESOP options that was granted, in September 2021, your Company has granted around 0.71% of total equity capital amounting to 18.78 lacs options, which would entitle the grantees to exercise one equity share of '' 5/-each on exercise of every one Option.

With reference to Part C of SEBI (SBEB) Regulations, besides the disclosures made in the Postal Ballot Notice dated March 7, 2022, the following points are further clarified:

Sr.

Requirement

Disclosure

(i)

whether the scheme(s) is to be implemented and administered directly by the company or through a trust;

The plan is administered by the Company

(ii)

whether the scheme(s) involves new issue of shares by the company or secondary acquisition by the trust or both;

The plan involves new issue of shares by the Company

Sr. No	Requirement	Disclosure
(iii)	the amount of loan to be provided for implementation of the scheme(s) by the company to the trust, its tenure, utilization, repayment terms, etc.;	There is no trust, hence not applicable
(iv)	maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purposes of the scheme(s);	There is no trust, hence not applicable
(v)	the method which the company shall use to value its options or SARs	Fair value method is used to measure compensation cost for ESOPs and not intrinsic value. Thus, this statement is not applicable.
(vi)	the following statement, if applicable: ''In case the company opts for expensing of share based employee benefits using the intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value, shall be disclosed in the Directors'' report and the impact of this difference on profits and on earnings per share ("EPS") of the company shall also be disclosed in the Directors'' report'';	No terms & conditions of buy back have been laid down. This statement is not applicable.
(vii)	Terms & conditions for buyback, if any, of specified securities covered under these regulations.	There is no trust, hence not applicable

The disclosure required pursuant to Clause 14 of the SEBI (SBEB) Regulations is uploaded on the website of the Company at www.metrobrands.com

4. SHARE CAPITAL

As on March 31, 2022, the Authorised Equity Share Capital of the Company was '' 1,50,00,00,000 comprising of 30,00,00,000 equity shares of '' 5 each; and the Paid-up Equity Share Capital of the Company was '' 1,35,75,37,130 comprising of 27,15,07,426 equity shares of '' 5 each.

After the end of the FY under review, the Company has allotted 48,733 equity shares of '' 5 each on July 11, 2022 to two applicants exercising ESOP options. Consequently, the Paid-up Capital of the Company has increased to '' 1,35,77,80,795 comprising of 27,15,56,159 equity shares of '' 5 each.

5. BUSINESS OPERATIONS

Your Company is one of the largest Indian footwear specialty retailers present in India. It has continued with its expansion plan and opened 87 new stores including relocation of 12 existing stores. The total number of stores reached 624 at the end of the FY.

Your Company''s business is customer-centric, and the Company has loyalty programs for the customers, including Club Metro, My Mochi, and Crocs Club. These loyalty programmes have given the Company insights into customer preferences and trends over the years, further enabling the Company to tailor the product offerings to the customers'' preferences.

6. IMPACT OF COVID-19 PANDEMIC

During the 2^nd wave of the pandemic, the country faced a lot of difficulties due to rise in infections and through this time each one of us has been directly or indirectly affected. Due to an increase in the number of daily COVID-19 cases, several state governments in India re-imposed lockdowns, curfews, and other restrictions to curb the spread of the virus, restricting operations at our stores.

Your Company managed to navigate through the difficult situation with support of its customers, employees and suppliers. With the availability of vaccines and a better understanding of how to handle it, your Company has emerged stronger and resilient. While there was significant disruption to the operations of the Company and its subsidiary during ongoing COVID-19 crisis, the Company has managed to navigate its challenges. The Company has evaluated its liquidity position and recoverability and carrying values of its assets and accordingly, at present the management does not see any medium to long term risks in the Company''s ability to continue

as a going concern and meeting its liabilities as and when they fall due.

The Management continues to closely monitor the situation as it evolves and do it''s best to take all necessary measures, in the interests of all stakeholders of the Company.

7. ARTICLES OF ASSOCIATION

During the FY under review, the shareholders of the Company on August 5, 2021 adopted and approved a new set of Articles of Association pursuant to the IPO. The same were implemented upon listing of equity shares of the Company.

8. PUBLIC DEPOSITS

During the FY under review, your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 ("the Act") read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2022, 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.

9. DIVIDEND AND APPROPRIATIONS

The Board of Directors of your Company in its meeting held on March 7, 2022 had declared and paid an interim dividend of ''1.50/- per equity share of the face value of ''5/- per share (30%). The Board of Directors have proposed Final Dividend of ''0.75/-per Equity Share of face value '' 5/- per Equity Share (15%) for the FY 2021-22 in its Meeting held on May 20, 2022. Total Dividend payout for the FY 2021-22 would be 30% which is the same level as 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. Total Dividend payment for FY2021-22 approx '' 61.09 Crores.

In terms of Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy duly approved by the Board taking into account the parameters prescribed in the said Regulations is available on the website of the Company and can be accessed at www.metrobrands.com. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy.

The Register of Members and Share Transfer Books of the Company will remain closed from September 1, 2022 to September 7, 2022 (both days inclusive) for ascertainment of shareholders eligible to receive dividend for the FY ended March 31, 2022.

10. TRANSFER TO RESERVES

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

11. FINANCE

Your Company has been financing its operations and expansions through internal accruals. Your Company retained highest credit rating A1 for short term and AA for long term by CARE, a leading rating agency. Details of the same are provided in the Corporate Governance Report.

12. 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 has been no material change in commitment, affecting the financial performance of the Company which occurred between the end of the FY of the Company to which the financial statements relate and the date of this Report.

13. 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 SEBI Listing Regulations, forms a part of the Annual Report.

14. SUBSIDIARY COMPANY

The Company has one subsidiary i.e., Metmill Footwear Private Limited (Metmill) (51% subsidiary) which was incorporated on September 16, 2009, with paid-up capital of 1,25,00,000/- (Rupees One Crore Twenty-Five Lakhs only). Metmill has reported for the FY under review Gross Sales of '' 42.08 Crores, a degrowth of 25.85 % compared to previous year and Profit after Tax of '' 4.74 Crores, increased by 146.42% compared to previous year.

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 statement of ''Metmill'' in the prescribed format, AOC - 1 is attached as Annexure - 4 to this Report.

The Audited Consolidated Financials of your Company for the FY ended March 31, 2022 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.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company and separate audited financial statements in respect of subsidiary, are available on the website of the Company at www.metrobrands.com.

The Company''s policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company''s website at www.metrobrands.com.

15. JOINT VENTURE

The Company has one Joint Venture i.e., M.V. Shoe Care Private Limited (MVSC), wherein your Company holds 49% of Equity Shares. MVSC has reported Gross Sales of '' 25.89 Crores, an Increase of 80.80% and Profit after Tax of '' 2.05 Crores, increase of 243.31 % for the FY under review, compared to previous year.

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 statement of MVSC in the prescribed format, AOC - 1 is attached as Annexure - 4 to this Report.

During the FY under review, there was no company which has become/ceased to become a Joint Venture/ Associate Company.

16. BOARD OF DIRECTORS

The Board of Directors holds fiduciary position and is entrusted with the responsibility to act in the best interests of the Company. The Board, at its meetings, deliberate and decide on strategic issues including review of policies, financial matters, discuss on business performance and other critical matters for the Company. Committees constituted by the Board focus on specific areas and take informed decisions within the framework of the delegated authority and responsibility and make specific recommendations to the Board on matters under its purview. Decisions and recommendations of the Committees are placed before the Board for consideration and approval as required.

The Board of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Non-Independent Director and Non-Executive Independent Directors including Women Director in accordance with the provisions of Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations. All the Directors have rich experience and specialized knowledge in sectors covering law, finance, accountancy, and other relevant areas.

As on March 31, 2022, the Board of your Company consists of nine (9) directors and six (6) NonExecutive Directors including five (5) Independent Directors. The Chairman of the Company is an Executive Director.

In accordance with the provisions of the Act, the Articles of Association of your Company and Subscription and Shareholders'' Agreement read with the Supplementary Subscription and Shareholders Agreement, the Deed of Adherence and the Subscription and Shareholders'' Amendment Agreement dated July 28, 2021entered between the Company, Promoter & Promoter Group, and the Investors, as amended from time to time, Ms. Farah Malik Bhanji, Managing Director (DIN: 00530676) and Mr. Utpal Hemendra Sheth, Non-executive Director (DIN: 00081012), retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment for approval of the Members and the same forms part of the notice of the ensuing Annual General Meeting. The information about the Directors seeking their re-appointment as per Para 1.2.5 of Secretarial Standards on General Meetings has been given in the notice convening the Annual General Meeting.

None of the Directors of the Company have incurred any disqualification under Section 164(2) 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 Securities and Exchange Board of India or Ministry of Corporate Affairs 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.

The composition of Board of Directors and detailed analysis of various skills, qualifications, and attributes as required and available with the Board has been presented in the Corporate Governance Report.

The appointment of Mr. Srikanth Velamakanni (DIN: 01722758) was approved by the Members in the Annual General Meeting of the Company held on August 20, 2021 for a period of five years. He was appointed as an Independent Director in the Board Meeting held on March 25, 2021.

Mr. Rafique A. Malik, Chairman (DIN: 00521563), Ms. Farah Malik Bhanji, Managing Director (DIN: 00530676), Mr. Mohammed Iqbal Hasanally Dossani, Whole-time Director (DIN: 08908594), and Mr. Arvind Kumar Singhal, Independent Director (DIN: 00709084), were re-appointed in the Annual General Meeting of the Company held on August 20,

2021, for a further period of 5 years.

17. KEY MANAGERIAL PERSONNELS (KMPs)

During the year under review, Mr. Nissan Joseph was appointed as Chief Executive Officer (CEO) with effect from July 1, 2021.

Ms. Tarannum Bhanpurwala stepped down from the position of Company Secretary and Compliance Officer of the Company with effect from March 7,

2022, due to personal reasons. She continues with the Company as Deputy Company Secretary. Ms. Deepa Sood (ICSI Membership Number: A16019), was appointed as Company Secretary and Compliance Officer with effect from March 7, 2022.

Further, Mr. Sohel Kamdar resigned vide letter dated January 31, 2022 as Chief Operating Officer & KMP of the Company with effect from March 15, 2022 due to personal reasons.

Your Directors place on record their appreciation for the valuable contribution made by the outgoing KMPs.

Pursuant to the provisions of Section 203 of the Act, the KMPs of the Company as on March 31, 2022, are:

1. Mr. Rafique Malik, Chairman

2. Ms. Farah Malik Bhanji, Managing Director

3. Mr. Mohammed Iqbal Hasanally Dossani, Whole Time Director

4. Mr. Nissan Joseph, Chief Executive Officer

5. Mr. Kaushal Parekh, Chief Financial Officer

6. Ms. Deepa Sood, Company Secretary & Compliance Officer

7. Ms. Alisha Malik (President - E-Commerce and CRM)

18. DECLARATION BY INDEPENDENT DIRECTORS

There are five 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 Regulation 16 of the SEBI Listing Regulations.

The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) 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, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors have taken on record the declaration 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 SEBI Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per SEBI Listing Regulations.

19. NUMBER OF MEETINGS OF BOARD

Your Board of Directors meet at regular intervals to discuss and decide on business strategies/policies and review the Company''s financial performance. During the FY 2021-22, ten Board Meetings were held. The meetings were held in hybrid mode i.e., both physically and virtually in accordance with the applicable provisions of the Act. The details relating to Board Meetings and attendance of Directors in each Board Meeting held during the FY 202122 has been separately provided in the Corporate Governance Report.

20. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination, Remuneration and Compensation (NRC) Committee of the Board of Directors has devised a policy which is in accordance with the Act and the SEBI Listing Regulations for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The Committee has also formulated the criteria for determining qualifications, positive attributes, and independence of Directors. The Policy, inter alia, covers the details of the remuneration of Directors, Key Managerial Personnel and Senior Management, their performance assessment and retention features.

The Policy aims to attract, retain, and motivate qualified people at the Board and senior management levels and ensure that the interests of Board members and senior executives are aligned with the Company''s vision and mission statements and are in the long-term interests of the Company. The Policy can be accessed on the Company''s website at www.metrobrands.com.

21. GENERAL MEETINGS Annual General Meeting

The 44^th Annual General Meeting of the members of the Company was held on August 20, 2021, through video conference pursuant to the Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 followed by Circular No. 20/2020 dated May 5, 2020 and all other relevant circulars issued from time to time by MCA (collectively referred to as "MCA Circulars") to approve Financial Statements and other matters. All the Executive Directors were present in the meeting.

Extra-ordinary General Meetings

1. The Company held an Extra-ordinary General Meeting on June 21, 2021, through video conference pursuant to MCA Circulars, at short notice after taking consent from members of the Company representing 99.51% of the paid-up share capital of the Company, to confirm and approve payment of remuneration to the Managing Director and Whole-time Directors. All the Executive Directors were present in the meeting.

2. The Company held an Extra-ordinary General Meeting on August 5, 2021, through video conference pursuant to MCA Circulars, at short notice after taking consent from members of the Company representing 99.57% of the paid-up share capital of the Company, to approve amended Employee Stock Option Plan (ESOP), 2008 and other matters. All the Executive Directors were present in the meeting.

3. The Company held an Extra-ordinary General Meeting on September 23, 2021, through video conference pursuant to MCA Circulars, at short notice after taking consent from members of the Company representing 99.562% of the paid-up share capital of the Company, to confirm and approve amendment in Metro Stock Option Plan 2008 with the latest changes made in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. All the Executive Directors were present in the meeting.

4. The Company held an Extra-ordinary General Meeting on October 29, 2021, through video conference pursuant to MCA Circulars, at short notice after taking consent from members of the Company representing 99.50% of the paid-up share capital of the Company, to approve offer of Equity Shares to the Long-Term Associates of the Company on Private Placement Basis. All the Executive Directors were present in the meeting.

22. PERFORMANCE EVALUATION OF THEINDIVIDUAL DIRECTORS, THE COMMITTEES AND THE BOARD

The Chairman had organized the evaluation process pursuant to the provisions of the Act, and Regulation 17 (10) and other applicable provisions of the SEBI Listing Regulations and in consonance with the Guidance Note on Board Evaluation issued by SEBI. The Board of Directors of the Company have formulated a Board Evaluation Policy which lays

down the manner of evaluation of the Board as a whole, its Committees and the individual Directors.

The Board, on the recommendation of the NRC, carried out an annual performance evaluation of the Board of Directors as a whole, Managing Director, Whole Time Directors, Non-Executive and Independent Directors, Committees, and the Chairman as per the evaluation reports placed at the meeting. The Board also carried evaluation of the performance of its various Committees for the year under consideration. The performance evaluation of the Directors was carried out by the entire Board, other than the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors expressed their satisfaction over the evaluation process.

The Evaluation process covers a structured questionnaire for evaluation by Board members and the evaluation mechanism with definite parameters has been explicitly described in the Corporate Governance Report.

A separate meeting of the Independent Directors was held on March 7, 2022, without the attendance of non-independent directors and members of the management. Except for Mr. Vikas Khemani, who could not attend the meeting due to personal reasons, all other Independent Directors attended the said meeting.

23. INDEPENDENT DIRECTORS'' INDUCTION AND FAMILIARIZATION

An appropriate induction program for new Directors and ongoing training for existing directors is a major contributor in maintaining the high Corporate Governance standards of the Company. The management provides such information and training either at the meeting of Board of Directors or through other formal & informal meetings. The details of such familiarization programmes for Independent Directors are posted on website of the Company at www.metrobrands.com.

24. COMMITTEES OF THE BOARD OF DIRECTORS

The constitution of the Board Committees is in acquiescence to the provisions of the Act and the relevant rules made thereunder, SEBI Listing Regulations and the Articles of Association of the Company. The Board has constituted Audit Committee, Nomination, Remuneration

and Compensation Committee, Stakeholders Relationship Committee, Corporate Social Responsibility & Sustainability Committee, Risk Management Committee and Share Allotment and Transfer Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

An Annual Calendar of Board and Committee Meetings planned during the FY is circulated in advance to the Directors. The Board in its meeting held on March 7, 2022, had re-constituted the following Committees as follows:

1.	Audit Committee
SR NO	NAME DESIGNATION	CATEGORY
1.	Mr. Manoj Non-Executive Maheshwari Independent Director	Chairperson
2.	Ms. Farah Managing Director Malik Bhanji	Member
3.	Ms. Aruna Non-Executive Advani Independent Director	Member
4.	Mr. Vikas Non-Executive Khemani Independent Director	Member
2.	Nomination, Remuneration and Compensation Committee
SR NO	NAME DESIGNATION	CATEGORY
1.	Ms. Aruna Non-Executive Advani Independent Director	Chairperson
2.	Mr. Manoj Non-Executive Maheshwari Independent Director	Member
3.	Mr. Utpal Non - Executive Hemendra Non-Independent Sheth Director	Member
3.	Corporate Social Responsibility and Sustainability Committee
SR NO	NAME DESIGNATION	CATEGORY
1.	Ms. Farah Managing Director Malik Bhanji	Chairperson
2.	Mr. Arvind Non-Executive Kumar Singhal Independent Director	Member
3.	Mr. Srikanth Non-Executive Velamakanni Independent Director	Member

4.	Share Allotment and Transfer Committee
SR NO	NAME	DESIGNATION	CATEGORY
1.	Ms. Farah Malik Bhanji	Managing Director	Chairperson
2.	Mr. Utpal Hemendra Sheth	Non - Executive Non-Independent Director	Member
3.	Mr. Nissan Joseph	Chief Executive Officer	Member
5.	Stakeholders'' Relationship Committee
SR NO	NAME	DESIGNATION	CATEGORY
1.	Ms. Aruna Advani Non-Executive Independent Director		Chairperson
2.	Ms. Farah Malik Managing Bhanji Director		Member
3.	Mr. Mohammed Whole-time Iqbal Hasanally Director Dossani		Member
6.	Risk Management Committee
SR NO	NAME	DESIGNATION	CATEGORY
1.	Ms. Farah Malik Bhanji	Managing Director	Chairperson
2.	Mr. Vikas Khemani	Non-Executive Independent Director	Member
3.	Mr. Kaushal Parekh	Chief Financial Officer	Member

There have been no instances during the FY where recommendations of the Audit Committee were not accepted by the Board. The brief details of the composition of the Committees, terms of reference, the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

25. BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of the SEBI Listing Regulations, as amended, inter alia, provides that the annual report of the top 1000 listed entities based on market capitalization (calculated as on March 31, of every FY), shall include a Business Responsibility Report describing the initiatives taken by the Company

from environmental, social and the governance perspective. Since your Company is one of the top 1000 listed entities as on March 31, 2022, the Company, has presented its Business Responsibility Report for the FY 2021-22, in a separate section, forming part of the Annual Report.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND SUSTAINABILITY

To streamline the CSR activities and other sustainability initiatives with new framework of Business Responsibility and Sustainability Reporting through the CSR Committee, the scope of the CSR Committee was widened to Corporate Social Responsibility and Sustainability Committee. Your Company has adopted and formulated a Corporate Social Responsibility Policy and has also constituted a Corporate Social Responsibility and Sustainability Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. It is committed to ensure the social wellbeing of the communities through its CSR initiatives, in alignment with the Company''s key priorities. The Policy is also available on website of the Company at www.metrobrands.com.

The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company for the FY 2021- 22, as required under 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, is attached to this report as Annexure - 2.

27. RELATED PARTIES TRANSACTIONS

All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions, which were of a repetitive nature. The transactions entered pursuant to the transactions on which approval has been granted, were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis.

All related party transactions which were entered during the FY were in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions entered by the Company with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interests of the

Company. The policy on Related Party Transactions as approved by the Board can be accessed on the Company''s website at www.metrobrands.com.

The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Act for the FY 2021-22 in the prescribed format, AOC - 2 are provided in Annexure - 5 to this Report.

28. 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.

29. RISK MANAGEMENT

Your Company has an elaborate Risk Management procedure and has the Risk Management Policy in place, to identify the risks including those which in the opinion of the Board may threaten the existence of the Company, monitor the risks and their mitigating actions.

Risk management process has been established across the Company and is designed to identify, assess, and frame a response to threats that can adversely affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization. The key risks are also discussed at the Audit and Risk Management Committee meetings. The Board has set out a review process to report to the Board the progress on the action plans for the major risks of the Company.

The Company has also set up a Risk Management Committee (RMC) to monitor the existing risks as well as to formulate strategies towards identifying new and emergent risks. The RMC identifies the key risks for the Company, develops and implements the risk mitigation plan, reviews, and monitors the risks and corresponding mitigation plans on a regular basis and prioritizes the risks, if required, depending upon the effect on the business/reputation.

The Risk Management Policy is available on the website of the Company at www.metrobrands.com. The other details in this regard are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the FY under review, Risk Officer of your Company had reviewed risk assessment of

Company''s operations in discussion with various stakeholders and updated the Risk Register accordingly.

30. INTERNAL FINANCIAL CONTROLS AND SYSTEMS

According to Section 134(5) (e) of the Act, the term ''Internal Financial Control'' (''IFC'') means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Your Company''s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These controls ensure safeguarding of the assets of the Company and deviations, if any, are reported for appropriate action.

I nterna l aud it reports are discussed in the Aud it Committee meetings to review adequacy and effectiveness of your Company''s internal control environment and necessary action are taken to strengthen the control in the required areas of business operations. The process is in place to monitor the implementation of audit recommendations, including those relating to strengthening of your Company''s risk management policies and systems.

The control criteria ensure the orderly and efficient conduct of the Company''s business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has adequate Internal Financial Controls system that is operating effectively as at March 31, 2022.

There were no instances of fraud of 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.

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

The Company has zero tolerance for sexual harassment at workplace and has in place a Policy for prevention of Sexual Harassment at workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective to create a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All, including those on deputation, contract, temporary, part time or working as consultants, are covered under this policy. Training programmes were conducted annually to strengthen the awareness amongst various stakeholders. During the FY under review, no complaint was received under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. EXTRACT OF ANNUAL RETURN

Pursuant to 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 extract of Annual Return will be uploaded on the website of the Company for the FY 2021 -22 and the same will be available at www.metrobrands.com.

33. AUDITORS Statutory Auditors:

Pursuant to Section 139, 142 and other applicable provisions of the Act, and the Rules made thereunder, (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. Deloitte Haskins & Sells, Chartered Accountants, (Regn. No. 117365W) statutory auditors of your Company, hold office till the conclusion of the 45^th Annual General Meeting of the Company. M/s. Deloitte Haskins & Sells have completed two terms of 5-year each as per the Act and are not

eligible for re-appointment. Accordingly, the Audit Committee and the Board of Directors subject to approval by the members of the Company, have recommended appointment of M/s. S R B C & CO LLP (FRN : 324982E/E300003), as statutory auditors of the Company for a period of five (5) years holding the office commencing from the conclusion of the ensuing 45^th Annual General Meeting till the conclusion of 50^th Annual General Meeting of the Company. The Auditors fulfill the eligibility and qualification norms as prescribed under the Act, the Chartered Accountants Act, 1949 and rules and regulations issued thereunder. In addition, the auditors hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), a prerequisite for issuing quarterly Limited Review reports. The Directors appreciate the valuable services rendered by M/s. Deloitte Haskins & Sells, Chartered Accountants.

M/s. S R B C & CO LLP (FRN: 324982E/E300003), established in the year 2002, is a part of S. R. Batliboi & Affiliates network of audit firms, registered with the Institute of Chartered Accountants of India. The Audit Firm is engaged primarily in providing audit and assurance services, and certain tax assurance services to its clients. As on March 31,2022, there are 35 partners and 1100 professional and other staff in the Audit Firm.

Your Board recommends appointment of M/s. S R B C & CO LLP at the ensuing Annual General Meeting.

Internal Auditor:

M/s. Aneja Assurance Private Limited (Chartered Accountants) (CIN: U74999MH2008PTC185702), were appointed as the Internal Auditors of the Company for the FY 2021-22 in the Board Meeting held on March 25, 2021 in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014. The auditors have carried out internal audit for the FY 2021-22. Their reports were reviewed by the Audit Committee.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS A. Sekar, Practicing Company Secretary (COP No. 2450) was appointed by the Board of Directors at its meeting held on January 15, 2022 as the Secretarial Auditors of the Company to conduct the secretarial audit for the FY 2021-22.

Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations, the Company has undertaken an audit for the FY 2021-22 for all applicable compliances as per SEBI Rules, Regulations, Circulars, Notifications, Guidelines etc. issued thereunder. The Annual Secretarial Compliance Audit Report duly issued by CS A. Sekar, Practicing Company Secretary (COP No. 2450) has been submitted to the Stock Exchanges within the prescribed time.

34. AUDITORS REPORT

The Auditors'' Report prepared by the Statutory Auditors both in respect of Standalone Financial Statement and Consolidated Financial Statement of the Company for the year ended March 31,2022 does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to provisions of Section 143 (12) of the Act, the Statutory Auditors have not reported any incident of fraud to the Audit Committee or Central Government during the FY under review.

35. 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.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

37. REMUNERATION TO DIRECTORS AND EMPLOYEES

part of this Directors Report and is provided in the Annexure - 1 to this Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time-to-time, is provided in the said Annexure -1 and forms part of this Board Report.

38. 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 - 3 to this Report.

39. INSIDER TRADING CODE OF CONDUCT

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives to formulate 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. The Code of Conduct has been made available on the Company''s website at www.metrobrands.com.

40. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior, or actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and regulatory requirements, retaliation against the directors and employees, and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company or violation of the Company''s Code of Conduct or Ethics Policy.

The Policy provides a mechanism to ensure adequate safeguards to employees and directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and

reports. The employees of the Company have the right/ option to report their concern/ grievance to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Audit Committee oversees the functioning of the same. Further, no personnel have been denied access to the Audit Committee during the FY under review.

The details of this Policy are explained in the Corporate Governance Report which forms a part of this Annual Report and available at the website of the Company at www.metrobrands.com.

There was no instance of such reporting during the FY ended March 31, 2022.

41. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the FY ended March 31, 2022, the applicable accounting standards had 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, 2022 and of the profits of your Company for the period ended March 31, 2022.

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 your Company and for preventing and detecting fraud and other irregularities.

d) the Directors had prepared the annual accounts for the period ended March 31, 2022 on a "going concern" basis.

e) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

42. 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 future.

43. AWARDS

During the FY under review, the Company has received the following awards:

1. Best Use of Cloud Services - Ecommerce by Technology Excellence Awards 2022

2. India''s Most Admired Retailer by

IMAGE Fashion Awards

3. India''s Retail Champions 2022 - Footwear

4. Best Footwear Brand 2021 by India Retail Champions Award (RAI)

5. Most Admired Retailers by Image

Retail Awards 2021

6. Retail Brand of the Year by FRO Awards 2021

7. Most Admired Omnichannel Retailer of the Year by India Retail Tech Awards

8. Most Admired Omnichannel Retailer of the Year by MAPIC India Retail Awards

In addition, Ms. Farah Malik Bhanji, Managing Director and Alisha Malik, President - E-Commerce and CRM have been awarded GenNext Entrepreneur award by Forbes India Leadership Awards 2021 -22

Ms. Farah Malik Bhanji also bagged Most Promising Women Leaders "Award by FEMINA''''

44. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 45^th Annual General Meeting of the Company including the Annual Report for FY 202122 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

45. CORPORATE GOVERNANCE AND DISCLOSURES

The Company''s Corporate Governance practices reflect value system encompassing culture, policies, and relationships with the stakeholders. Integrity and transparency are key to Corporate Governance

practices to ensure that Company always gain and retain the trust of stakeholders. It is about maximizing shareholder value legally, ethically, and sustainably. The Board exercises its fiduciary responsibilities in the widest sense of the term.

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations a report on Corporate Governance along with a Certificate from the Secretarial Auditors towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and are given in Annexure - 8.

The Chief Executive Officer and the Chief Financial Officer have certified to the Board regarding financial statements and other matters as required under Regulation 17(8) read with Schedule II to the SEBI Listing Regulations.

46. 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, 2022.

ii. Details relating to deposits covered under Chapter V of the Act.

iii. Issue of equity shares with differential rights as to dividend, voting or otherwise, issue of Sweat equity shares and Buyback of shares.

iv. Neither the Managing Director nor the Wholetime Director of your Company received any remuneration or commission from any of its subsidiaries.

v. No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

vi. No proceedings are filed by the Company or pending against the Company under the Insolvency and Bankruptcy Code, 2016.

47. ACKNOWLEDGEMENT

Your Directors'' would like to express their gratitude to the esteemed shareholders for their trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended by our users, bankers, customers, suppliers, local authorities, business associates, government & nongovernment agencies and various other stakeholders.

The Board of Directors wishes to express its appreciation for the valuable contribution and continued hard work made by each and every

member of the Metro Brands'' Family at all levels, amidst the challenging time. Their dedicated efforts and enthusiasm have been pivotal to your Company''s growth.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

FOR METRO BRANDS LIMITED

Rafique A. Malik

Chairman and Executive Director

DIN:00521563

Place: Mumbai

Date: July 29, 2022

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