Notes to Accounts of Metro Brands Ltd.

Mar 31, 2025

J) Provisions and Contingent Liabilities:

(i) Provisions

Provisions are recognised when the Company has a
present legal or constructive obligation as a result of
past events; it is probable that an outflow of resources
will be required to settle the obligation; and the amount
can be reliably estimated. If the effect of the time value
of money is material, provisions are discounted using a
current pre-tax rate that reflects, when appropriate, the
risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time
is recognised as a finance cost.

Provision For Warranty:

The estimated liability for product warranties is recorded
when products are sold. These estimates are established
using historical information on the nature, frequency
and average cost of warranty claims and management
estimates regarding possible future incidence based
on corrective actions on product failures. The timing of
outflows will vary as and when warranty claim will arise.

(ii) Contingent Liabilities

Contingent Liabilities are disclosed when there is:

â¢ A possible obligation arising from past events,
the existence of which will be confirmed only by
the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control
of the Company; or

â¢ A present obligation that arises from past events
where it is either not probable that an outflow
of resources will be required to settle, or reliable
estimate of the amount cannot be made.

K) Financial Instruments:

Financial assets and financial liabilities are recognised when
a Company becomes party to the contractual provisions of
the instruments. Financial assets and financial liabilities are
initially measured at fair value except for trade receivables
that do not have a significant financing component which
are measured at transaction price. Transaction costs that are
directly attributable to the acquisition or issue of financial
assets and financial liabilities (other than financial assets and
financial liabilities, at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets
or financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value through
profit or loss are recognised immediately in the Statement of
Profit and Loss.

Financial assets:

(i) Classification:

The classification depends on the entity''s business
model for managing the financial assets and the
contractual terms of the cash flows. The Company
classifies its financial assets in the following subsequent
measurement categories:

Amortised Cost

Financial assets that are held within a business model
for collection of contractual cash flows where those
cash flows represent solely payments of principal and
interest are measured at amortised cost. A gain or loss
on a financial asset that is subsequently measured at
amortised cost is recognised in the Statement of Profit
and Loss when the asset is derecognised or impaired.
Interest income from these financial assets is included
in other income using the effective interest rate method.

Fair Value Through Other Comprehensive Income
(FVOCI)

Financial assets (including debt instruments) are
subsequently measured at fair value through other
comprehensive income when the asset is held within
a business model with an objective that is achieved by
collecting contractual cash flows and selling financial
assets and the terms of the instrument give rise to cash
flows that represent solely payments of principal and
interest thereon. Movements in the carrying amount of
such assets are taken through Other Comprehensive
Income (OCI).

When the financial asset (other than debt instruments)
is derecognised, the cumulative gain or loss previously
recognised in OCI is not reclassified from equity to
profit or loss. For debt instruments measured at FVOCI,
upon derecognition, the cumulative fair value changes
recognised in OCI is reclassified from equity to profit
and loss. Interest income from these financial assets
is included in other income using the effective interest
rate method.

Fair Value Through Profit or Loss (FVTPL)

Financial assets in this category are those that are
held for trading and have been either designated by
management upon initial recognition or are mandatorily
required to be measured at fair value under Ind AS 109
i.e. they do not meet the criteria for classification as
measured at amortised cost or FVOCI. Management
only designates an instrument at FVTPL upon initial
recognition, if the designation eliminates, or significantly
reduces, the inconsistent treatment that would
otherwise arise from measuring the assets or liabilities
or recognising gains or losses on them on a different
basis. Such designation is determined on an instrument-
by-instrument basis.

Financial assets at fair value through profit or loss
are carried in the balance sheet at fair value with net
changes in fair value recognised in the statement of
profit and loss.

Mutual Fund Investments

Mutual fund investments in the scope of Ind AS 109 are
subsequently measured at fair value with net changes in
fair value recognised in the statement of profit and loss.

(ii) Equity Instrument

All equity investments other than in Investment in
Subsidiaries and Joint venture are measured at fair
value. Equity instruments which are held for trading
are classified as at FVTPL. For equity instruments other
than held for trading, the Company has irrevocable
option to present in Other Comprehensive Income
subsequent changes in the fair value. The Company
makes such election on an instrument-by-instrument
basis. The classification is made on initial recognition
and is irrevocable. Where the Company classifies equity
instruments as at FVTOCI, then all fair value changes on
the instrument, excluding dividends, are recognized in
the OCI. There is no recycling of the amounts of profit or
loss from OCI to Statement of Profit and Loss, even on
sale of investment. Equity instruments included within
the FVTPL category are measured at fair value with all

changes recognized in the Standalone Statement of
Profit and Loss.

(iii) Impairment of Financial Assets:

The Company assesses on a forward-looking basis the
expected credit losses associated with its assets carried
at amortised cost and debt instruments at FVOCI.
For trade receivables, loans and advances given, the
Company measure the loss allowance at an amount
equal to lifetime expected credit losses. This expected
credit loss allowance is computed based on historical
credit loss experience and adjusted for forward
looking information. The computation also takes into
consideration whether there has been a significant
increase in credit risk.

(iv) Derecognition of Financial Assets:

A financial asset is derecognised only when:

â¢ the Company has transferred the contractual rights
to receive cash flows of the financial asset; or

â¢ retains the contractual rights to receive the
cash flows of the financial asset, but assumes a
contractual obligation to pay the cash flows to one
or more recipients.

Where the entity has transferred an asset, the Company
evaluates whether it has transferred substantially all
risks and rewards of ownership of the financial asset.
In such cases, the financial asset is derecognised. Where
the entity has not transferred substantially all risks and
rewards of ownership of the financial asset, the financial
asset is not derecognised. Where the entity has neither
transferred a financial asset nor retains substantially all
risks and rewards of ownership of the financial asset,
the financial asset is derecognised if the Company has
not retained control of the financial asset. Where the
Company retains control of the financial asset, the asset
is continued to be recognised to the extent of continuing
involvement in the financial asset.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition,
as financial liabilities at fair value through profit or
loss, loans and borrowings, payables, or as derivatives
designated as hedging instruments in an effective
hedge, as appropriate.

All financial liabilities are recognised initially at fair value
and, in the case of payables, net of directly attributable
transaction costs.

The Company''s financial liabilities include trade and
other payables including bank overdrafts.

Subsequent measurement

For purposes of subsequent measurement, financial
liabilities are classified in two categories:

â¢ Financial liabilities at fair value through profit or loss

â¢ Financial liabilities at amortised cost (loans and
borrowings)

Gains or losses on liabilities held for trading are
recognised in the profit or loss.

Financial liabilities designated upon initial recognition at
fair value through profit or loss are designated as such
at the initial date of recognition, and only if the criteria
in Ind AS 109 are satisfied. For liabilities designated as
FVTPL, fair value gains/ losses attributable to changes
in own credit risk are recognized in OCI. These gains/
losses are not subsequently transferred to P&L.
However, the Company may transfer the cumulative
gain or loss within equity. All other changes in fair value
of such liability are recognised in the statement of profit
and loss. The Company has not designated any financial
liability as at fair value through profit or loss.

Derecognition Of Financial Liabilities

The Company derecognises financial liabilities when, and
only when the Company''s obligations are discharged,
cancelled or have expired. An exchange between the
lender of debt instrument with substantially different
terms is accounted for as an extinguishment of the
original financial liability and the recognition of a new
financial liability. Similarly, a substantial modification
of the term of an existing liability (whether or not
attributable to the financial difficulty of the debtor)
is accounted for as an extinguishment of the original
financial liability and the recognition of a new financial
liability. The difference between the carrying amount of
the financial liability derecognised and the consideration
paid and payable is recognised in the Statement of
Profit or Loss.

L) Equity vs. financial liability classification

An equity instrument is any contract that evidences a residual
interest in the assets of an entity after deducting all of its

liabilities. Equity instruments issued by the Company are
recognised at the proceeds received, net of direct issue costs.
The Company classifies a financial instrument issued by it as
equity instrument only if below conditions are met:

â¢ The instrument includes no contractual obligation to
deliver cash or another financial asset to another entity.
Nor it includes any obligation to exchange financial assets
or financial liabilities with another entity under conditions
that are potentially unfavourable to the issuer.

â¢ If the instrument will, or may, be settled in the Company''s
own equity instruments, it is non-derivative instrument
that includes no contractual obligation for the Company to
deliver a variable number of its own equity instruments.
If the instrument is derivative, then it should be settled
only by the Company exchanging a fixed amount of cash
or another financial asset for a fixed number of its own
equity instruments.

All other instruments are classified as financial liability and
accounted for using the accounting policy applicable to the
Financial Liabilities.

M) Investment in Subsidiary and Joint Venture:

The Company has elected to account for its equity investments
in subsidiaries and joint venture under Ind AS 27 on Separate
Financial Statements, at cost. At the end of each reporting
period the Company assesses whether there are indicators
of diminution in the value of its investments and provides for
impairment loss, where necessary.

A joint venture is a type of joint arrangement whereby the
parties that have joint control of the arrangement have rights
to the net assets of the joint venture. Joint control is the
contractually agreed sharing of control of an arrangement,
which exists only when decisions about the relevant activities
require unanimous consent of the parties sharing control.

The Company''s investments in its subsidiaries and joint
venture are accounted at cost less impairment.

N) Leases:

The Company''s lease asset class primarily consists of leases
for showroom premises and warehouse. The Company
assesses whether a contract is or contains a lease, at the
inception of a contract. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration. To
assess whether a contract conveys the right to control the use
of an identified asset, the Company assesses whether:

i) the contract involves the use of an identified asset

ii) the Company has substantially all of the economic
benefits from use of the asset through the period of
the lease and

iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the
Company recognises a right-of-use asset ("ROU") and a
corresponding lease liability for all lease arrangements
in which it is a lessee, except for leases with a term of
twelve months or less (short-term leases) and leases of
low value assets.

The right-of-use assets are initially recognised at cost,
which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the
commencement date of the lease plus any initial direct
costs less any lease incentives. They are subsequently
measured at cost less accumulated depreciation
and impairment losses, if any. Right-of-use assets
are depreciated from the commencement date on a
straight-line basis over the lease term.

The lease liability is initially measured at the present
value of the future lease payments. The lease payments
are discounted using the interest rate implicit in the lease
or, if not readily determinable, using the incremental
borrowing rates. The lease liability is subsequently
remeasured by increasing the carrying amount to reflect
interest on the lease liability, reducing the carrying
amount to reflect the lease payments made.

A lease liability is remeasured upon the occurrence of
certain events such as a change in the lease term or
a change in an index or rate used to determine lease
payments. The remeasurement normally also adjusts
the leased assets.

O) Dividend

The Company recognises a liability to pay dividend to equity
holders of the Company when the distribution is authorised,
and the distribution is no longer at the discretion of the
Company. As per the corporate laws in India, a distribution
is authorised when it is approved by the shareholders. A
corresponding amount is recognised directly in equity.

P) Earnings Per Share:

Basic earnings per share is computed by dividing the profit
/ (loss) after tax attributable to equity shareholders by the
weighted average number of equity shares outstanding
j during the period.

Diluted earnings per share is computed by dividing the profit
/ (loss) after tax as adjusted for dividend, interest and other
charges to expense or income relating to the dilutive potential
equity shares, by the weighted average number of equity
shares considered for deriving basic earnings per share and
the weighted average number of equity shares which could
have been issued on the conversion of all dilutive potential
equity shares.

Q) Statement Of Cash Flows:

Cash flows are reported using the indirect method, whereby
profit / (loss) before tax is adjusted for the effects of
transactions of non-cash nature and any deferrals or accruals
of past or future cash receipts or payments. The cash flows
from operating, investing, and financing activities of the
Company are segregated based on the available information.

For the purpose of standalone statement of cash flow, cash
and cash equivalents consists of cash and short-term deposits.

R) Cash And Cash Equivalents:

Cash comprises cash on hand and demand deposits with
banks. Cash equivalents are short-term balances (with an
original maturity of three months or less from the date of
acquisitions), highly liquid investments that are readily
convertible into known amounts of cash and which are
subject to insignificant risk of changes in value.

S) Segment Reporting:

Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision-maker. The Company''s Managing Director and
CEO collectively have been identified as the Chief Operating
Decision Maker (''CODM'') since they are responsible to make
decisions about resources to be allocated to the segment
and assess their performance. Since there is single operating
segment, no segment disclosure of the Company is presented.

T) Events after the reporting period

If the Company receives information after the reporting
period, but prior to the date of approved for issue, about
conditions that existed at the end of the reporting period, it
will assess whether the information affects the amounts that it
recognises in its separate financial statements. The Company
will adjust the amounts recognised in its financial statements
to reflect any adjusting events after the reporting period
and update the disclosures that relate to those conditions
in light of the new information. For non-adjusting events
after the reporting period, the Company will not change the
amounts recognised in its separate financial statements but
will disclose the nature of the non-adjusting event and an
estimate of its financial effect, or a statement that such an
estimate cannot be made, if applicable.

NOTE 1.C - Significant Accounting Estimates and
Judgements

Preparing the standalone financial statements under Ind AS
requires management to take decisions and make estimates and
assumptions that may impact the value of revenues, costs, assets
and liabilities and the related disclosures concerning the items
involved as well as contingent assets and liabilities at the Balance
Sheet date. Estimates and judgements are continually evaluated
and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances.

The estimates and underlying assumptions are reviewed on
an ongoing basis. Revision to the estimates and underlying
assumptions are reviewed on an ongoing basis. Revision to
accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the
period of revision and future periods if the revision affects both
current and future periods.

The following are the areas involving significant estimates and
judgements as at the end of the reporting period that may have
a significant risk of causing a material adjustment to the carrying
amount of assets and liabilities:

Estimation of revenue arising from loyalty points

Customers are entitled to loyalty points which results in allocation
of a portion of the transaction price to the loyalty points. Revenue
is recognised when the points are redeemed.

Loyalty points having a predetermined life are granted to customers
when they make purchases. The fair value of the consideration on
sale of goods resulting in such loyalty points is allocated between the
goods supplied and the loyalty points granted. The consideration
allocated to the loyalty points is measured by reference to fair
value from the standpoint of the holder and revenue is deferred.
The Company at the end of each reporting period estimates the
number of points redeemed and that it expects will be further
redeemed, based on empirical data of redemption / lapses, and
revenue is accordingly recognised.

Provision for discount and sales return

The Company provides for discount and sales return based on
channel wise trend of previous years. The Company reviews the
trend at regular intervals to ensure the applicability of the same in
the changing scenario and based on the management''s assessment
of market conditions.

Inventories

An inventory provision is recognised for cases where the realisable
value is estimated to be lower than the inventory carrying value.

The inventory provision is estimated taking into account various
factors, including prevailing sales prices of inventory item and
losses associated with obsolete / slow-moving inventory items.

Leases- Estimating the incremental borrowing rate

The Company cannot readily determine the interest rate implicit
in the lease, therefore, it uses its incremental borrowing rate (IBR)
to measure lease liabilities. The IBR is the rate of interest that the
Company would have to pay to borrow over a similar term, and
with a similar security, the funds necessary to obtain an asset
of a similar value to the right-of-use asset in a similar economic
environment. The IBR therefore reflects what the Company ''would
have to pay'', which requires estimation when no observable rates
are available. The Company estimates the IBR using market interest
rates and is required to make certain entity-specific estimates
pertaining to its credit rating.

Determining the lease term of the contracts with
renewal and termination options- Company as lessee

The Company determines the lease term as the non-cancellable
term of the lease, together with any periods covered by an option
to extend the lease if it is reasonably certain to be exercised, or
any periods covered by an option to terminate the lease, if it is
reasonably certain not to be exercised.

The Company has several lease contracts that include extension
and termination options. The Company applies judgement in
evaluating whether it is reasonably certain whether or not to
exercise the option to renew or terminate the lease. That is, it
considers all relevant factors that create an economic incentive
for it to exercise either the renewal or termination. After the
commencement date, the Company reassesses the lease term if
there is a significant event or change in circumstances that is within
its control and affects its ability to exercise or not to exercise the
option to renew or to terminate (e.g., construction of significant
leasehold improvements or significant customisation to the right-
of-use asset).

Useful lives of property, plant and equipment and
intangible assets

The Company reviews the estimated useful lives of property,
plant and equipment and intangible assets at the end of each
reporting period.

The Company at the end of each reporting period, based on
external and internal sources of information, assesses indicators
and mitigating factors of whether a store (cash generating unit)
may have suffered an impairment loss. If it is determined that an
impairment loss has been suffered, it is recognised in profit or loss.

to purchase equity shares. Each share option converts into one
equity share of the Company on exercise. No amounts are paid
or payable by the recipient on receipt of the option. The options
carry neither rights to dividends nor voting rights. The vested
options must be exercised immediately after the earliest of the
occurrence of the following (a) Expiry of five years from the vesting
date or two years of the listing of the shares on a recognized stock
exchange, whichever is later (b) Three days following the date of
grantee''s voluntary resignation (c) In case of disability and death of
grantee''s the legal heir must exercise the shares within six months
from the date of such event. d)Three months from the date of
retirement. The share options vests based on a pre-determined
vesting schedule from the date of grant.

New and amended standards

The Company applied for the first-time certain standards and
amendments, which are effective for annual periods beginning on
or after April 1, 2024. The Company has not early adopted any
standard, interpretation or amendment that has been issued but
is not yet effective.

Ind AS 117 Insurance Contracts

The Ministry of Corporate Affairs (MCA) notified the Ind AS 117,
Insurance Contracts, vide notification dated August 12, 2024, under

Impairment of Right to use assets and Property, Plant
and Equipment

The Company is carrying out the assessment of impairment on
annual basis for Right to Use of Assets (ROU) and Property, Plant
and Equipment (PPE). To assess the same, the Company has
defined each store as a separate Cash Generating Unit (CGU).
The store shall be tested for impairment whenever there is an
indication that the store may be impaired by comparing the store''s
carrying amount with its recoverable amount.

The Company has computed "Value in Use" based on expected
future cashflow over the balance lease term considering store wise
budgets and other internal and external factors like growth etc. for
CGU where there are indicators of impairment.

Impairment of investment

For determining whether the investments in subsidiaries and joint
venture are impaired requires an estimate in the value in use of
investments. In considering the value in use, the Company have
estimated the future cash flow, operating margins and other
factors of the underlying businesses / operations of the investee
companies. Any subsequent changes to the cash flows due to
changes in the above-mentioned factors could impact the carrying
value of investments.

Impairment of non-financial assets including Goodwill

Impairment exists when the carrying value of an asset or CashÂ¬
Generating Unit (CGU) exceeds its recoverable amount, which is
higher of its fair value less costs of disposal and its value in use.
The fair value less costs of disposal calculation is based on available
data from binding sales transactions, conducted at arm''s length,
for similar assets or observable market prices less incremental
costs for disposing off the asset. The value in use calculation is
based on Discounted Cash Flow (DCF) model. The cash flows are
derived basis management projections for balance life of the CGU.
These cashflows are considered as a base to arrive at the value
of perpetuity. The budget do not include restructuring activities
that the Company is not yet committed to or significant future
investments that will enhance the asset''s performance of the CGU
being tested. The recoverable amount is sensitive to the discount
rate used for the DCF model as well as the expected future cash
inflows and the growth rate used for budgets. These estimates
are most relevant to goodwill recognised by the Company. The
key assumptions used to determine the value in use are disclosed
in note 48.

Impairment of financial assets

The Company assesses on a forward-looking basis the expected
credit losses associated with its assets carried at amortised cost
and FVOCI debt instruments. The impairment methodology applied
depends on whether there has been a significant increase in credit
risk. Note 33.4 details how the Company determines whether there
e

has been a significant increase in credit risk. For trade receivables,
the Company applies the simplified approach required by Ind AS
109, which requires expected lifetime losses to be recognised from
initial recognition of the receivables.

Fair value measurements and valuation process

When the fair values of financial assets and financial liabilities
recorded in the balance sheet cannot be measured based on
quoted prices in active markets, their fair value is measured using
valuation techniques including the DCF model. The inputs to these
models are taken from observable markets where possible, but
where this is not feasible, a degree of judgement is required in
establishing fair values. Judgements include considerations of
inputs such as liquidity risk, credit risk and volatility. Changes in
assumptions about these factors could affect the reported fair
value of financial instruments.

Estimation of Defined Benefit Obligation

The cost of the defined benefit gratuity plan and the present value
of the gratuity obligation are determined using actuarial valuations.
An actuarial valuation involves making various assumptions that
may differ from actual developments in the future. These include
the determination of the discount rate; future salary increases and
mortality rates. Due to the complexities involved in the valuation
and its long-term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All assumptions are
reviewed at each reporting date.

The calculation is most sensitive to changes in the discount rate.
In determining the appropriate discount rate for plans operated in
India, the management considers the interest rates of government
bonds where remaining maturity of such bond correspond to
expected term of defined benefit obligation.

The mortality rate is based on publicly available mortality tables
for the specific countries. Those mortality tables tend to change
only at interval in response to demographic changes. Future salary
increases and gratuity increases are based on expected future
inflation rates for the respective countries.

Recognition and measurement of other Provisions

The recognition and measurement of other provisions is based on
the assessment of the probability of an outflow of resources, and
on past experience and circumstances known at the closing date.
The actual outflow of resources at a future date may therefore, vary
from the amount included in other provisions.

Share based payment

The Company has a share option scheme for certain employees
of the Company. In accordance with the terms of the share option
scheme, as approved by shareholders at the general meeting.
Employees with a pre-defined grade may be granted options

the Companies (Indian Accounting Standards) Amendment Rules,
2024, which is effective from annual reporting periods beginning
on or after April 1, 2024.

Ind AS 117 Insurance Contracts is a comprehensive new accounting
standard for insurance contracts covering recognition and
measurement, presentation and disclosure. Ind AS 117 replaces
Ind AS 104 Insurance Contracts. Ind AS 117 applies to all types of
insurance contracts, regardless of the type of entities that issue
them as well as to certain guarantees and financial instruments with
discretionary participation features; a few scope exceptions will
apply. Ind AS 117 is based on a general model, supplemented by:

â¢ A specific adaptation for contracts with direct participation
features (the variable fee approach)

â¢ A simplified approach (the premium allocation approach) mainly
for short-duration contracts

The application of Ind AS 117 does not have material impact on the
Company''s separate financial statements as the Company has not
entered any contracts in the nature of insurance contracts covered
under Ind AS 117.

10.4 Employees Stock Option Scheme

During the year the Company has granted 1,62,817 Employee Stock Options (ESOPs) to eligible employees under Employee Stock Options
Plan 2008 (ESOP 2008) (for the previous year ended 31 March 2024 : 3,09,525 under ESOP 2008 Scheme). 3,35,217 (Previous year ended
31 March 2024 : 1,87,382) Employee Stock Options have been exercised during the year.

10.5 Rights, Preference and Restriction Attached to Equity Shares:

The Company is having only one class of equity shares having par value of '' 5/- each. Each holder of equity share is entitled to one vote
per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General
Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of the equity shares will be entitled
to receive remaining assets of the Company, after the distribution of all preferential amounts if any. The distribution will be in proportion
to the number of equity shares held by the shareholders.

Notes:

I. Description of Nature and Purpose of Reserves

Securities Premium:

Securities Premium is created when shares are issued at premium. The Company can use this reserve in accordance with the
provisions of the The Companies Act 2013.

General Reserve:

General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the statement of profit and loss.
Employees Stock Options Outstanding Reserve:

The above reserve relates to stock options granted by the Company to its employees under its employee stock option plan.

Other Comprehensive Income:

Other Comprehensive Income represents change in the value of investments accounted through FVOCI.

Retained Earning:

Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general reserve,
dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit
plans, net of taxes that will not be reclassified to Statement of Profit and Loss.

Future cash flow in respect of contingent liability matters depend on the final outcome ofjudgement/decisions pending at various forums/
authorities.

The estimated amount of contracts remaining to be executed on capital account represents amount to be incurred for store fitout.

26 Employee Benefits:

I) Defined - Contribution Plans

The Company offers its employees defined contribution plan in the form of Provident Fund and Employees'' State Insurance
Corporation (ESIC). Both the employees and the Company pay pre determined contributions into the Provident Fund and ESIC. The
contributions are normally based on a certain proportion of the employee''s salary. The Company recognised Provident Fund '' 9.84
Crores (Previous year '' 9.02 Crores) and ESIC '' 2.79 Crores (Previous year '' 2.58 Crores) in the Statement of Profit and Loss.

II) Defined Benefit Plans- Gratuity

The Company has an obligation towards gratuity, a funded defined benefit retirement plan covering eligible employees. The plan
provides for lump sum payment to vested employees at retirement, death while in employment or on termination of the employment
of an amount equivalent to 15 days salary, payable for each completed year of service or part thereof in excess of six months in
terms of gratuity scheme of the Company or as per the Payment of the Gratuity Act, 1972, whichever is higher. Vesting occurs upon
completion of five years of service.

There is no cap on the amount of gratuity paid to an eligible employee at retirement, death while in employment or on termination
of the employment.

Related party disclosures

Terms and conditions of transactions with related parties

(a) Rent/commission (compensation in respect of concession agreements for showrooms)

The Company has taken Alkapuri (Vadodara), Linking Road (Mumbai), SK Open Mall (Nashik), Colaba Causeway (Mumbai) and CG
Road (Ahmedabad) on lease from the promoter, a relative of the promoter and an entity over which the promoter of the Company
have control, for a period of 10 to 15 years. The lease requires the Company to pay variable lease rental on a monthly basis. The lease
payments are at arm''s length price and in the ordinary course of business. The lease agreement does not contain any escalation
clauses. At the end of lease term, the lease agreement is renewable based on mutual negotiation and agreement.

(b) Remuneration to Key Management Personnel and Relatives of Key Management Personnel

The amounts disclosed in the table above are the amounts recognised as an expense during the financial year related to Key
Management Personnel and Relatives of Key Management Personnel. The amounts do not include expense, if any, recognised
toward post-employment benefits and other long-term benefits of Key Management Personnel and Relatives of Key Management
Personnel. Such expenses are measured based on an actuarial valuation done for Company as a whole. Hence, amounts attributable
to Key Management Personnel and Relatives of Key Management Personnel are not separately determinable.

Equity settled share options held by the executive members of the Board of Directors and other key managerial personnel of the
Company under the Employee Stock Option Plan 2008 to purchase equity shares have the following expiry dates and exercise prices:

(f) Professional Fees (capital cost)

The Company received professional services (capital costs) for its showrooms and business operations from enterprises in which Key
Management Personnel / Relatives of Key Management Personnel are able to control / exercise significant influence on the same
terms as applicable to third parties in an arm''s length transaction and in the ordinary course of business. The Company mutually
negotiates and agrees the price and payment terms with the related parties by benchmarking the same to the services to non-related
parties entered into by the counter-party and similar services received by the Company from other non-related parties.

(g) Purchases of goods and related balances
For terms of transaction

Purchases are made from related parties on the same terms as applicable to third parties in an arm''s length transaction and in the
ordinary course of business. The Company mutually negotiates and agrees purchase price and payment terms with the related
parties by benchmarking the same to sale transactions with non-related parties entered into by the counter-party. Such purchases
generally include payment terms requiring the Company to make payment within 45 to 60 days from the date of invoice.

For terms of balance

Trade payables outstanding balances are unsecured, interest free and require settlement in cash. No guarantee or other security
has been given against these payables. The amounts are payable within 45 to 60 days from the reporting date (March 31, 2024: 30
to 60 days from the reporting date).

(h) Loan to subsidiary

The Company had given loan to its subsidiary for repayment of existing loan and working capital purpose. The loan had been utilized
by the subsidiary for the purpose it was obtained. The loan was unsecured, repayable within 2 years form the date of disbursement
of each tranche and carried interest rates at the rate of 7% per annum. During the year ended March 31, 2025, the loan has been
repaid by the said subsidiary.

(i) Others

1) No amount has been written off/ provided for or written back in respect of amounts receivable from or payable to the
related parties.

2) There are no guarantees provided or received for any related party receivables or payables.

28 Segment Reporting

The Company''s only business being trading of fashion footwear, bags and accessories operating in the premium and economy
category, which in terms of Ind AS 108 ''Operating Segments'' constitutes a single reporting segment. Further, there is no geographical
segment to be reported since all the operations are undertaken in India. There is no customer having revenue greater than 10% of
the Company turnover.

No share options have been granted to the non-executive members of the Board of Directors under this scheme. Refer to note 31
for further details on the scheme.

(d) Sitting Fees to Independent Directors

Sitting Fees is paid to directors including non-executive and independent directors for attending meetings of the Board and various
Committees constituted by the Board at rates approved by the Board and Shareholders of the Company. The Sitting Fees is payable
to each Director after conclusion of each meeting.

(e) Retainership Fees to Relatives to Key Management Personnel

The Company had paid retainership fees to Relatives to Key Management Personnel against designing of hand bags for the brand.
The Company mutually negotiates and agrees the price and payment terms with the related parties by benchmarking the same to
similar services received by the Company from other non-related parties.

a) The Company has showrooms and warehouses under lease which comprises Buildings.

b) The Company incurred '' 53.27 Crores for the year ended March 31,2025 (Previous year '' 52.56 Crores) towards expenses relating
to short-term leases and variable lease payments. The total cash outflow for leases is '' 238.84 Crores for the year ended March 31,
2025 (Previous year '' 207.41 Crores) excluding cash outflow of short-term leases and variable lease payments. Interest on lease
liabilities is '' 89.99 Crores for the year ended March 31, 2024 (Previous year '' 78.64 Crores).

c) The effective interest rate for lease liabilities is 7.34 % (March 31, 2024: 7.76%).

d) The future lease payment for non-cancellable lease contracts (which have not commenced) as at March 31, 2025 '' 111.26 Crores
(March 31, 2024: '' 116.83 Crores).

31 Employee Stock Option Plan 2008 (ESOP - 2008):

The Company had granted stock options (options) to its eligible employees in terms of Employees Stock Option plan 2008 (ESOP
2008) of the Company as approved by the shareholders in the 31^st Annual General Meeting held on 11^th September, 2008.

The said plan was further amended vide shareholders resolution dated August 5^th August, 2021

As per the amended Scheme, the Nomination and Remuneration Committee (NRC) grants the options to the employees deemed
eligible. The exercise price of each option shall be at a price not less than the face value per share. Vesting period of the option is
from minimum of one year to maximum of five years from the date of grant. All the vested options shall expire within 5 years from
the respective date(s) of vesting or after 2 years from the date of listing of the Company''s shares in any recognised Stock Exchange,
whichever is later. In case of termination of employment, the options granted, to the extent not exercised previously along with
unvested options will terminate on the date of such termination of employment. In case of voluntary resignation, the employee can
exercise the vested option within a period of three (3) days.

A] Credit Risk

(i) Credit Risk Management:

Credit risk is the risk of the financial loss that the counterparty will default on its contractual obligation. The credit risk for
the Company primarily arises from the credit exposures to trade receivables (mainly institutional customers), deposits with
landlords for store properties taken on leases , cash and cash equivalents, deposits with banks and other receivables.

(ii) Trade and other receivables:

The Company''s retail business is predominantly on cash and carry basis. The Company sells goods on credit basis to institutional
and other customers. The credit risk on such collections is minimal considering that such sales are only 11.73% of the total
sales. The credit period for institutional and other customers is between 30 to 150 days. No interest is charged on trade
receivables on payment received even after the credit period. The Company has adopted a policy of dealing with only credit
worthy counterparties and the credit risk exposure is managed by the Company by credit worthiness checks. As at March 31,
2025, the Company had 12 customers (as at March 31, 2024 : 9 customers) that accounted for approximately 84.19% (as at
March 31, 2024 : 86.35%) of the total receivables. The Company also carries credit risk on lease deposits with landlords for
store properties taken on lease, for which agreements are signed and property possessions timely taken for store operations.
The risk relating to refunds after store shut down is managed through successful negotiations or appropriate legal actions,
where necessary.

The Company''s experience of delinquencies and customer disputes have been minimal.

(iii) Cash and cash equivalents and deposits with banks:

Credit risk on Cash and Cash Equivalents is limited as the Company generally invests in deposits with banks with high credit
ratings assigned by international and domestic credit rating agencies.

B] Liquidity Risk

(i) Liquidity Risk Management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate
liquidity risk management framework for the management of the Company''s short, medium and long-term funding and liquidity
management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities by
continuously monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities.

(ii) Maturity of financial liabilities

The table below analyse the Company''s financial liabilities into relevant maturity based on their remaining contractual maturities
of all non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.

C] MARKET RISK

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: Currency risk, interest risk and other price risk. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the
return.

(i) Product Price risk

Product price increases which are not in line with the levels of customers discretionary spends, may affect the sales volumes. In
such a scenario, the risk is managed by offering judicious discounts to customers to sustain volumes. Company negotiates with its
vendors for purchase price rebates such that the rebates substantially absorb the product discounts offered to the retail customers.
This helps Company protect itself from significant product margin losses.

(ii) Interest risk

The Company is not exposed to interest rate risk through the borrowing activities. The Company does not enter into financial
instrument transactions for trading or speculative purposes or to manage interest rate exposure.

(iii) Currency risk

The Company''s significant transactions are in Indian rupees and therefore there is minimal foreign currency risk.

The Company''s exposure to foreign currency risk at the end of the reporting period expressed in '' in Crores, is as follows

Note :

The return on investment has been computed by considering the income earned from the investment and the weighted

average of the associated cash flows.

37 The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013.

38 The Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority.

39 There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

40 The Company has not traded or invested in crypto currency or virtual currency during the financial year.

41 (A) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities

(Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(B) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the

understanding (whether recorded in writing or otherwise) that the Company shall

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

42 There is no delay in creation or satisfaction of charge which has been registered with Registrar of Companies (ROC) during the period.

43 The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies
(Restriction on number of Layers) Rules, 2017.

44 The Company has been sanctioned working capital limits in excess of Rs. Five crores in aggregate from banks during the year on
the basis of current assets of the Company. However, the Company is not required to file quarterly returns/statements with such
banks in respect of the said loan.

45 The Company do not have any transaction not recorded in the books of accounts pertaining to any assessment year, that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

46 The Company has not revalued its property, plant and equipment and intangible assets, thus valuation by a registered valuer as
defined under rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017 is not applicable.

Impairment testing of goodwill:

Goodwill is not amortized, instead, it is tested for impairment annually or more frequently if indicators of impairment exist. The recoverable
amount of a CGU is determined based on value-in-use which require the use of certain assumptions. The value of goodwill is primarily
attributable to overall synergies from future expected economic benefits.

During the current year, the Company has carried out impairment testing of Goodwill by considering the estimated value-in-use is based
on discounted future cash flows for a period of 18 years (basis agreement entered into with FILA) considering weighted average cost of
capital of 17.40% which reflects the time of cash flows and the anticipated risks.

An analysis of the sensitivity of the change in key parameters mainly weighted average cost of capital based on probable assumptions,
did not result in any probable scenario in which the recoverable amount would decrease below the carrying amount.

49 During the year ended March 31, 2025, the Company has reconciled and reassessed the tax balances as per books primarily of
the FILA business with balances as per return of income pertaining to earlier years resulting in current tax expense and reversal of
deferred tax assets of '' 6.81 crores and '' 18.21 crores respectively.

50 Audit Trail Feature in Accounting Software

The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software,
except that audit trail feature is not enabled at the database level insofar as it relates to the accounting software. The same was
remediated by the Company before the reporting period. Further no instance of audit trail feature being tampered in respect of
accounting software where audit trail feature has been enabled. Additionally, the audit trail has been preserved as per the statutory
requirements for record retention to the extent it was enabled.

52 The figures for the corresponding previous year have been regrouped/reclassified wherever necessary.

See accompanying notes from 1 to 52 which form an integral part of the financial statements.

In terms of our report of even date attached.

For and on behalf of the Board of Directors
For S R B C & CO LLP Metro Brands Limited

Chartered Accountants CIN-L19200MH1977PLC019449

ICAI Firm Registration no. 324982E/E300003

Firoz Pradhan Rafique A.Malik Farah Malik Bhanji Nissan Joseph

Partner Chairman Managing Director Chief Executive Officer

Membership No.109360 DIN: 00521563 DIN:00530676

Kaushal Parekh Deepa Sood

Chief Financial Officer Company Secretary

Place: Mumbai Place: Mumbai

Date : May 22, 2025 Date : May 22, 2025

Mar 31, 2024

10.3 Employees Stock Option Scheme

During the year the Company has granted 3,09,525 Employee Stock Options (ESOPs) to eligible employees under Employee Stock Options Plan 2008 (ESOP 2008) (for the previous year ended 31 March 2023 : 2,93,055 under ESOP 2008 Scheme). 1,87,382 (Previous year ended 31 March 2023 : 2,25,795) Employee Stock Options have been exercised during the year.

10.4 Rights, preference and restriction attached to equity shares:

The Company is having only one class of equity shares having par value of '' 5/- each. Each holder of equity share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after the distribution of all preferential amounts if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

I. Description of Nature and Purpose of Reserves

Securities Premium:

Securities Premium is created when shares are issued at premium. The Company can use this reserve in accordance with the provisions of the The Companies Act 2013.

General Reserve:

General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the statement of profit and loss. Employees Stock Options Outstanding Reserve:

The above reserve relates to stock options granted by the Company to its employees under its employee stock option plan.

Other Comprehensive Income:

Other Comprehensive Income represents change in the value of investments accounted through FVOCI.

Provision for warranty represents the undiscounted value of the managements best estimate of the future outflow of economic benefits that will be required for settlement of claim in respect of products sold by the Company. The estimate has been made on the basis of trends anticipated by the management and may vary as a result of variation in the market conditions. It is expected that cost will be incurred over the warranty period as per the warranty terms.

Retained Earning:

Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.

Future cash flow in respect of contingent liability matters depend on the final outcome of judgement/decisions pending at various forums/ authorities.

The estimated amount of contracts remaining to be executed on capital account represents amount to be incurred for store fitout.

26 Employee Benefits:I) Defined - Contribution Plans

The Company offers its employees defined contribution plan in the form of Provident Fund and Employees'' State Insurance Corporation (ESIC). Both the employees and the Company pay pre determined contributions into the Provident Fund and ESIC. The contributions are normally based on a certain proportion of the employee''s salary. The Company recognised Provident Fund '' 9.02 Crores (Previous year '' 6.80 Crores) and ESIC '' 2.57 Crores (Previous year '' 2.11 Crores) in the Statement of Profit and Loss.

II) Defined Benefit Plans- Gratuity

The Company has an obligation towards gratuity, a funded defined benefit retirement plan covering eligible employees. The plan provides for lump sum payment to vested employees at retirement, death while in employment or on termination of the employment of an amount equivalent to 15 days salary, payable for each completed year of service or part thereof in excess of six months in terms of gratuity scheme of the Company or as per the Payment of the Gratuity Act, 1972, whichever is higher. Vesting occurs upon completion of five years of service.

There is no cap on the amount of gratuity paid to an eligible employee at retirement, death while in employment or on termination of the employment.

III) Defined Benefit Plans - Compensated absences

The Company has the policy for Compensated absences which allows the employee to accumulate and carry forward the unutilised Compensated absences. The expected cost of accumulating compensated absences is determined by actuarial valuation for the year ended March 31, 2024.

1) No amount has been written off/ provided for or written back in respect of amounts receivable from or payable to the related parties.

2) The Company has provided loan to its subsidiary for repayment of existing loan and working capital purpose.

3) The transactions with related parties are made in the normal course of business and on terms equivalent to those that prevail in arm''s length transactions.

4) Outstanding balance at the year end are unsecured and interest free and settlement occurs in cash.

5) There are no guarantees provided or received for any related party receivables or payables.

28 Segment Reporting

The Company''s only business being trading of fashion footwear, bags and accessories operating in the premium and economy category, which in terms of Ind AS 108 ''Operating Segments'' constitutes a single reporting segment. Further, there is no geographical segment to be reported since all the operations are undertaken in India.

31 Employee Stock Option Plan 2008 (ESOP - 2008):

The Company had granted stock options (options) to its eligible employees in terms of Employees Stock Option plan 2008 (ESOP 2008) of the Company as approved by the shareholders in the 31^st Annual General Meeting held on 11^th September, 2008.

The said plan was further amended vide shareholders resolution dated August 5^th August, 2021.

As per the amended Scheme, the Nomination and Remuneration Committee (NRC) grants the options to the employees deemed eligible.

33.3 Fair Value measurementsFair valuation techniques and inputs used

(i) Fair Value Hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A quoted market price in an active market provides the most reliable evidence of fair value and is used without adjustment to measure fair value whenever available, with limited exceptions.

Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 2 inputs include:

â quoted prices for similar assets or liabilities in active markets

â quoted prices for identical or similar assets or liabilities in markets that are not active

â inputs other than quoted prices that are observable for the asset or liability, for example

â interest rates and yield curves observable at commonly quoted intervals

â implied volatilities

â credit spreads

â inputs that are derived principally from or corroborated by observable market data by correlation or other means (''market - corroborated inputs'')

Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. An entity develops unobservable inputs using the best information available in the circumstances, which might include the entity''s own data, taking into account all information about market participant assumptions that is reasonably available.

33.4 Financial Risk Management

The Company''s activities expose it to variety of financial risks: credit risk, liquidity risk and market risk. In order to manage aforementioned risks, the Company operates a risk management policy and a program that performs close monitoring of and responding to each risk factors.

A] CREDIT RISK

i) Credit Risk Management:

Credit risk is the risk of the financial loss that the counterparty will default on its contractual obligation. The credit risk for the Company primarily arises from the credit exposures to trade receivables (mainly institutional customers), deposits with landlords for store properties taken on leases , cash and cash equivalents, deposits with banks and other receivables.

ii) Trade and other receivables:

The Company''s retail business is predominantly on cash and carry basis. The Company sells goods on credit basis to institutional parties. The credit risk on such collections is minimal considering that such sales are only 9.58% of the total sales. The average credit period for institutional parties is 30 days. No interest is charged on trade receivables on payment received even after the credit period. The Company has adopted a policy of dealing with only credit worthy counterparties in case of institutional customers and the credit risk exposure for institutional customers is managed by the Company by credit worthiness checks. As at March 31, 2024, the Company had 5 customers (as at March 31, 2023 : 7 customers) that accounted for approximately 86.35% (as at March 31,2023 : 82.33%) of the total receivables from Ecom customers, Institutional customers and raw material customers. The Company also carries credit risk on lease deposits with landlords for store properties taken on lease, for which agreements are signed and property possessions timely taken for store operations. The risk relating to refunds after store shut down is managed through successful negotiations or appropriate legal actions, where necessary.

The Company''s experience of delinquencies and customer disputes have been minimal.

iii) Cash and cash equivalents and deposits with banks:

Credit risk on Cash and Cash Equivalents is limited as the Company generally invests in deposits with banks with high credit ratings assigned by international and domestic credit rating agencies.

B] LIQUIDITY RISK

1) Liquidity Risk Management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company''s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities by continuously monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities.

2) Maturity of financial liabilities

The table below analyse the Company''s financial liabilities into relevant maturity based on their remaining contractual maturities of all non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balance equal their carrying balances as the impact of discounting is not significant.

C] MARKET RISK

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: Currency risk, interest risk and other price risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

1) Product Price risk

Product price increases which are not in line with the levels of customers discretionary spends, may affect the sales volumes. In such a scenario, the risk is managed by offering judicious discounts to customers to sustain volumes. Company negotiates with its vendors for purchase price rebates such that the rebates substantially absorb the product discounts offered to the retail customers. This helps Company protect itself from significant product margin losses.

2) Interest risk

The Company is not exposed to interest rate risk through the borrowing activities. The Company does not enter into financial instrument transactions for trading or speculative purposes or to manage interest rate exposure.

3) Currency risk

The Company''s significant transactions are in Indian rupees and therefore there is minimal foreign currency risk.

Note : Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the auditors.

35 Events after the reporting period

No events, other than those disclosed in the financial statements, have occurred subsequent to the balance sheet date or are pending that would require adjustment to, or disclosure in the financial statements or amendment to significant assumptions used in the preparation of accounting estimate.

37 The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013.

38 The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

39 There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

40 The Company has not traded or invested in crypto currency or virtual currency during the financial year.

41 (A) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities

(Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(B) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

42 The title deeds of certain immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in the favor of the lease) are held in the name of Metro Shoes Limited, the erstwhile name of the Company and is in the process of being transferred in the name of the Company.

43 There is no delay in creation or satisfaction of charge which has been registered with Registrar of Companies (ROC) during the period.

44 The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

45 The Board of Directors at its meeting held on March 23, 2023 have approved the Scheme of Arrangement ("the Scheme") for the demerger of undertaking comprising of FILA business ("Demerged Undertaking") of Metro Athleisure Limited into the Company w.e.f. April 1,2023. The Company along with Metro Athleisure Limited had filed the petition in connection with the Scheme with the Hon''ble National Company Law Tribunal ("The Tribunal"). The Scheme was sanctioned by the Tribunal vide order dated March 14, 2024. Consequently, the Company has included the financial results of Demerged Undertaking from the date of acquisition of control i.e. December 1, 2022 pursuant to the accounting treatment as prescribed in the Scheme. Consequently, the reported figures for the year ended March 31, 2023 have been restated to give impact of the Scheme. Therefore, the financial statements for the year ended March 31, 2024 are not strictly comparable with the previous year''s financial statements. The proportionate investment of Demerged Undertaking held by the Company shall stand cancelled.

Metro Athleisure Limited is in the business of importing, trading, selling, marketing, advertising, retailing and distribution of footwear, apparel and accessories under it various brands including "FILA" and "Proline".

The demerger of FILA business from Metro Athleisure Limited into the Company, inter alia, would result in following benefits:

- Value unlocking of the respective businesses of the Metro Athleisure Limited and Metro Brands Limited based on respective risk return profile and cash flows;

- Provide better flexibility in accessing capital and attract business specific partners and investors; and

- Focused management approach for pursuing revenue growth and expansion opportunities in the respective business verticals.

In accordance with the Scheme and as per Ind AS 103 - Business Combinations, the assets and liabilities are recognised at carrying values as appearing in the consolidated financial statements of the Company.

Identified assets acquired and liabilities assumed for Demerged Undertaking as appearing in the consolidated financial statements of the Company.

The gross contractual amounts and fair value of trade receivables is '' 45.47 crores. Out of this trade receivables, '' 9.70 Crores is credit impaired and fully provided. Net trade receivables is expected that the full contractual amount can be collected.

The goodwill of '' 40.37 crores is primarily attributable to overall synergies from future expected economic benefits. Goodwill is not available for tax deduction purposes.

Impairment testing of goodwill:

During the current year, the Company has carried out impairment testing of Goodwill by considering the estimated value-in-use is based on discounted future cash flows for a period of 19 years considering weighted average cost of capital of 17.40% which reflects the time of cash flows and the anticipated risks.

An analysis of the sensitivity of the change in key parameters mainly weighted average cost of capital based on probable assumptions, did not result in any probable scenario in which the recoverable amount would decrease below the carrying amount.

46 The Company has been sanctioned working capital limits in excess of Rs. Five crores in aggregate from banks during the year on the basis of current assets of the Company. However, the Company is not required to file quarterly returns/statements with such banks in respect of the said loan.

47 The Company do not have any transaction not recorded in the books of accounts pertaining to any assessment year, that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

48 Audit Trail feature in Accounting Software

The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled at the database level insofar as it relates to SAP accounting software. Further no instance of audit trail feature being tampered with was noted in respect of other of accounting software where audit trail feature has been enabled.

49 There were no whistle blower complaints received, other than the below complaints received and closed by the Company during the year.

Received 2

Closed 2

50 The figures for the corresponding previous year have been regrouped/reclassified wherever necessary.

Mar 31, 2023

10.3 Employees Stock Option Scheme:

During the year the Company has granted 2,93,055 Employee Stock Options (ESOPs) to eligible employees under Employee Stock Options Plan 2008 (ESOP 2008) (for the previous year ended 31 March 2022 : 18,78,302 under ESOP 2008 Scheme). 2,25,795 (Previous year ended 31 March 2022 : Nil) Employee Stock Options have been exercised during the year.

10.4 Rights, preference and restriction attached to equity shares:

The Company is having only one class of equity shares having par value of '' 5/- each. Each holder of equity share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after the distribution of all preferential amounts if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

25 Contingent Liabilities and commitments (to the extent not provided for): '' in Lakhs
Nature of Dues	As at March 31, 2023	_{March 31} 2022 Period Forum where dispute is pending
(i) Contingent Liabilities
a) Disputed indirect and direct tax matters
Central Excise demands	8.87	8.87 Apr''2006 - CESTAT, Mumbai Mar''2014
Service Tax demands	10.59	10.59 Sept''2008 - The Supreme Court of India Mar''2011
Sales Tax demands	0.43	0.43 F.Y. 2008-2009 Assistant Commissioner of Commercial Tax, Cochin, Kerala
	0.54	0.54 F.Y. 2009-2010 Assistant Commissioner (Appeals-II) Ernakulam
	0.51	0.51 F.Y. 2011-2012 Assistant Commissioner of Commercial Tax, Cochin, Kerala
	3.82	3.82 F.Y. 2012-2013 Assistant Commissioner of Commercial Tax, Cochin, Kerala
		0.42 F.Y. 2012-2013 Office of Deputy commissioner of commercial Taxes, Audit, Karnataka
	76.43	76.43 F.Y. 2013-2014 Joint Commissioner of Commercial Tax (Appeals) - Bihar
	17.62	- F.Y. 2015-2016 ExciseandTaxationDepartment, Punjab
Goods and Services Tax (GST) demands	7.89	7.89 F.Y. 2018-2019 Assistant Commissioner of State Tax- Bihar
	1.87	1.87 F.Y. 2019-2020 Commercial Tax Officer, Vigilance -43, Bangalore
	0.57	0.57 F.Y. 2019-2020 Assistant State Tax Officer, SGST Department Kerala
Income Tax demands	3.01	3.01 A.Y. 2011-12 Commissioner of Income Tax, Appeal
ii) Commitments
a) Estimated amount of contracts remaining to be executed on capital account (net of advances paid) and not provided	1,899.82	250.27

Future cash flow in respect of contingent liability matters depend on the final outcome of judgement/decisions pending at various forums/authorities.

26 Employee Benefits:

I) Defined - Contribution Plans

Provident Fund and ESIC. The contributions are normally based on a certain proportion of the employee''s salary. The Company recognised Provident Fund '' 656.60 Lakhs (Previous year '' 572.38 Lakhs) and ESIC '' 210.41 Lakhs (Previous year '' 155.60 Lakhs) in the Statement of Profit and Loss.

II) Defined Benefit Plans- Gratuity

The Company has an obligation towards gratuity, a funded defined benefit retirement plan covering eligible employees. The plan provides for lump sum payment to vested employees at retirement, death while in employment or on termination of the employment of an amount equivalent to 15 days salary, payable for each completed year of service or part thereof in excess of six months in terms of gratuity scheme of the Company or as per the Payment of the Gratuity Act, 1972, whichever is higher. Vesting occurs upon completion of five years of service.

There is no cap on the amount of gratuity paid to an eligible employee at retirement, death while in employment or on termination of the employment.

The sensitivity analysis presented above may not be representative of the actual change in the defined obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

d) Expected contribution for the next year:

The Company expects to contribute '' 576.08 Lakhs in respect of the gratuity plans during the next financial year ending March 31, 2024.

III) Defined Benefit Plans - Compensated absences

From April 1, 2021 onwards, the Company had amended the policy for Compensated absences which allowed the employee to accumulate and carry forward the unutilised Compensated absences. The expected cost of accumulating compensated absences is determined by actuarial valuation for the year ended March 31, 2023.

The principal assumptions used in determining compensated absences obligations for the Company is shown below:

1) No amount has been written off/ provided for or written back in respect of amounts receivable from or payable to the related parties.

2) The Company has provided loan to its subsidiary for repayment of existing loan and working capital purpose.

3) The transactions with related parties are made in the normal course of business and on terms equivalent to those that prevail in arm''s length transactions.

28 Segment Reporting:

The Company''s only business being trading of fashion footwear, bags and accessories operating in the premium and economy category, which in terms of Ind AS 108 ''Operating Segments'' constitutes a single reporting segment. Further, there is no geographical segment to be reported since all the operations are undertaken in India.

31 Employee Stock Option Plan 2008 (ESOP - 2008):

The Company had granted stock options (options) to its eligible employees in terms of Employees Stock Option plan 2008 (ESOP 2008) of the company as approved by the shareholders in the 31^st Annual General Meeting held on 11^thSeptember, 2008.

The said plan was further amended vide shareholders resolution dated 5^th August, 2021

As per the amended Scheme, the Nomination and Remuneration Committee (NRC) grants the options to the employees deemed eligible. The exercise price of each option shall be at a price not less than the face value per share. Vesting period of the option is from minimum of one year to maximum of five years from the date of grant. All the vested options shall expire within 5 years from the respective date(s) of vesting or after 2 years from the date of listing of the Company''s shares in any recognised Stock Exchange, whichever is later. In case of termination of employment, the options granted, to the extent not exercised previously along with unvested options will terminate on the date of such termination of employment. In case of voluntary resignation, the employee can exercise the vested option within a period of three (3) days.

(a) Amount of expenditure incurred for the year ended March 31,2023 includes '' 56.01 Lakhs spent towards shortfall for the year ended March 31,2022 and for year ended March 31,2022 includes '' 192.32 Lakhs spent towards shortfall for the year ended March 31,2021.

(b) The Company has incurred the aforesaid expenditure towards ongoing projects.

(c) The amount of shortfall pertains to ongoing projects identified as per Schedule VII of the Companies Act, 2013. Shortfall for the previous year ended March 31, 2022 has been paid during the year ended March 31, 2023. The total shortfall for the current year ended March 31, 2023, '' 6.24 lakhs has been transferred to Unspent CSR Account on or before April 30, 2023. Excess of the previous year '' 0.12 lakhs pertains to expenditure incurred in excess of the shortfall of previous year 2021-22''56.01 lakhs

33.3 Fair Value measurements

Fair valuation techniques and inputs used (i) Fair Value Hierarchy

Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 2 inputs include:

- quoted prices for similar assets or liabilities in active markets

- quoted prices for identical or similar assets or liabilities in markets that are not active

- inputs other than quoted prices that are observable for the asset or liability, for example

- interest rates and yield curves observable at commonly quoted intervals

- implied volatilities

- credit spreads

- inputs that are derived principally from or corroborated by observable market data by correlation or other means (''market - corroborated inputs'')

33.4 Financial Risk Management

A] CREDIT RISK

i) Credit Risk Management:

Credit risk is the risk of the financial loss that the counterparty will default on its contractual obligation. The credit risk for the Company primarily arises from the credit exposures to trade receivables (mainly institutional customers), deposits with landlords for store properties taken on leases , cash and cash equivalents, deposits with banks and other receivables.

ii) Trade and other receivables:

The Company''s retail business is predominantly on cash and carry basis. The Company sells goods on credit basis to institutional parties. The credit risk on such collections is minimal considering that such sales are only 7.35 % of the total sales. The average credit period for institutional parties is 30 days. No interest is charged on trade receivables on payment received even after the credit period. The Company has adopted a policy of dealing with only credit worthy counterparties in case of institutional customers and the credit risk exposure for institutional customers is managed by the Company by credit worthiness checks. As at March 31, 2023, the company had 5 customers (as at March 31, 2022 : 4 customers) that accounted for approximately 83% (as at March 31,2022 : 85%) of the total receivables from Ecom customers, Institutional customers and raw material customers. The Company also carries credit risk on lease deposits with landlords for store properties taken on lease, for which agreements are signed and property possessions timely taken for store operations. The risk relating to refunds after store shut down is managed through successful negotiations or appropriate legal actions, where necessary.

The Company''s experience of delinquencies and customer disputes have been minimal.

iii) Cash and cash equivalents and deposits with banks:

Credit risk on Cash and Cash Equivalents is limited as the Company generally invests in deposits with banks with high credit ratings assigned by international and domestic credit rating agencies.

B] LIQUIDITY RISK

1) Liquidity Risk Management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company''s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities by continuously monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities.

2) Maturity of financial liabilities

The table below analyse the Company''s financial liabilities into relevant maturity based on their remaining contractual maturities of all non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balance equal their carrying balances as the impact of discounting is not significant.

The above facility has been secured by a charge on Company''s book debts, inventory, receivables, cash flows, and all current assets including cash-in-hand.

C] MARKET RISK

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: Currency risk, interest risk and other price risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

1) Product Price risk

Product price increases which are not in line with the levels of customers discretionary spends, may affect the sales volumes. In such a scenario, the risk is managed by offering judicious discounts to customers to sustain volumes. Company negotiates with its vendors for purchase price rebates such that the rebates substantially absorb the product discounts offered to the retail customers. This helps Company protect itself from significant product margin losses.

2) Interest risk

The Company is not exposed to interest rate risk through the borrowing activities. The Company does not enter into financial instrument transactions for trading or speculative purposes or to manage interest rate exposure.

3) Currency risk

The Company''s significant transactions are in Indian rupees and therefore there is minimal foreign currency risk.

35 Events after the reporting period:

Reason for change more than 25%:

Return on investment ratio has increased from 0.03 in March 2022 to 0.05 in March 2023 as the company had invested funds in bonds, commercial papers and INveiTs in order to obtain better returns on investments.

37 The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013.

38 The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

39 There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

40 The Company has not traded or invested in crypto currency or virtual currency during the financial year.

41 (A) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign

entities (Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

42 The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in the favor of the lease) are held in the name of Metro Shoes Limited, the erstwhile name of the Company and is in the process of being transferred in the name of the Company.

43 There is no delay in creation or satisfaction of charge which has been registered with Registrar of Companies (ROC) during the period.

44 The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

45 On December 1, 2022, the Company acquired 100% Equity Share Capital, Optionally Convertible Debentures and Compulsorily Convertible Preference Shares of Cravatex Brands Limited for an enterprise value of '' 202.17 crore. Consequently, it became a wholly owned subsidiary of the Company from the aforesaid date.

Further, the Board of Directors at its meeting held on March 23, 2023 have approved the Scheme of Amalgamation ("the Scheme") for FILA business of Cravatex Brands Limited with the Company w.e.f. April 01,2023. The Company along with Cravatex Brands Limited is in the process of filing the necessary applications in connection with the Hon''ble National Company Law Tribunal.

46 The Company has been sanctioned working capital limits in excess of '' Five crores in aggregate from banks during the year on the basis of current assets of the Company. The Company is not required to file quarterly returns/statements with such banks in respect of the said loan.

48 There were no whistle blower complaints received, other than the below complaints received and closed by the Company during the year.

Received 3

Closed 3

49 The figures for the corresponding previous year have been regrouped/reclassified wherever necessary, to make them comparable, in accordance with amendments to Schedule III.

Mar 31, 2022

10.3 EMPLOYEES STOCK OPTION SCHEME

85,500 Equity Shares of the face value '' 5 each (March 31, 2021 - 85,500 Equity Shares of the face value '' 5 each) are reserved under Employee Stock Option Plan of the Company. On September 29, 2021, the Company granted 1,878,302 options under the said scheme to eligible personnel. (Refer note 31)

10.4 RIGHTS, PREFERENCE AND RESTRICTION ATTACHED TO EQUITY SHARES:

The Company is having only one class of equity shares having par value of '' 5/- each. Each holder of equity share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after the distribution of all preferential amounts if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

i. Description of Nature and Purpose of Reserves Securities Premium:

Securites Premium is created when shares are issued at premium . The Company can use this reserve in accordance with the provisions of the Act.

General Reserve:

General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the statement of profit and loss.

Employees Stock options outstanding Reserve:

The above reserve relates to stock options granted by the Company to its employees under its employee stock option plan.

other comprehensive income:

Other Comprehensive Income represents change in the value of investments accounted through FVOCI.

26 EMPLOYEE BENEFITS:

I) Defined - Contribution Plans

The Company offers its employees defined contribution plan in the form of Provident Fund and Employees'' State Insurance Corporation (ESIC). Both the employees and the Company pay pre determined contributions into the Provident Fund and ESIC. The contributions are normally based on a certain proportion of the employee''s salary. The Company recognised Provident Fund '' 572.38 Lakhs (Previous year '' 511.90 Lakhs) and ESIC '' 155.60 Lakhs (Previous year '' 130.67 Lakhs) in the Statement of Profit and Loss.

II) Defined Benefit Plans- Gratuity

The Company has an obligation towards gratuity, a funded defined benefit retirement plan covering eligible employees. The plan provides for lump sum payment to vested employees at retirement, death while in employment or on termination of the employment of an amount equivalent to 15 days salary, payable for each completed year of service or part thereof in excess of six months in terms of gratuity scheme of the Company or as per the Payment of the Gratuity Act, 1972, whichever is higher. Vesting occurs upon completion of five years of service.

There is no cap on the amount of gratuity paid to an eligible employee at retirement, death while in employment or on termination of the employment.

III) Defined Benefit Plans - Compensated absences

Notes:

1) No amount has been written off/ provided for or written back in respect of amounts receivable from or payable to the related parties.

2) The company has provided loan to its subsidiary for working capital purposes. This loan is unsecured. The same has been repaid during the financial year ended March 31, 2022.

3) The transactions with related parties are made in the normal course of business and on terms equivalent to those that prevail in arm''s length transactions.

28 The Company''s only business being trading of fashion footwear, bags and accessories operating in the premium and economy category and manufacturing of shoe care and foot care products, the disclosure of segment - wise information is not applicable under Ind AS 108 - ''Operating Segments''. Further, there is no geographical segment to be reported since all the operations are undertaken in India.

a) The Company incurred '' 4,073.75 Lakhs for the year ended March 31, 2022 (Previous year '' 2,378.00 Lakhs) towards expenses relating to short-term leases and leases of low-value assets. The total cash outflow for leases is '' 10,382.55 Lakhs for the year ended March 31,2022 (Previous year '' 6,654.59 Lakhs) excluding cash outflow of short-term leases and leases of low-value assets. Interest on lease liabilities is '' 4,892.79 Lakhs for the year ended March 31, 2022 (Previous year '' 4,302.97 Lakhs).

b) The Company''s leases mainly comprise of showroom premises and warehouse premises.

31 EMPLOYEE STOCK OPTION PLAN 2008 (ESOP - 2008):

The said plan was further amended vide shareholders resolution dated August 5, 2021.

As per the amended Scheme, the Nomination and Remuneration Committee (NRC) grants the options to the employees deemed eligible. The exercise price of each option shall be at a price not less than the face value per share. Vesting period of the option is from minimum of one year to maximum of five years from the date of grant. All the vested options shall expire within 5 years from the respective date(s) of vesting or after 2 years from the date of listing of the Company''s shares in any recognised Stock Exchange, whichever is later. In case of termination of employment, the options granted, to the extent not exercised previously along with unvested options will terminate on the date of such termination of employment. In case of voluntary resignation, the employee can exercise the vested option within a period of three (3) days.

33.3 Fair Value measurements

Fair valuation techniques and inputs used (i) Fair Value Hierarchy

level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 2 inputs include:

â quoted prices for similar assets or liabilities in active markets

â quoted prices for identical or similar assets or liabilities in markets that are not active

â inputs other than quoted prices that are observable for the asset or liability, for example

â interest rates and yield curves observable at commonly quoted intervals

â implied volatilities

â credit spreads

â inputs that are derived principally from or corroborated by observable market data by correlation or other means (''market - corroborated inputs'')

level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that relevant observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. An entity develops unobservable inputs using the best information available in the circumstances, which might include the entity''s own data, taking into account all information about market participant assumptions that is reasonably available.

33.4 Financial Risk Management

A] CREDIT RISK

i) Credit Risk Management:

Credit risk is the risk of the financial loss that the counterparty will default on its contractual obligation. The credit risk for the Company primarily arises from the credit exposures to trade receivables (mainly institutional customers), deposits with landlords for store properties taken on leases , cash and cash equivalents, deposits with banks and other receivables.

ii) trade and other receivables:

The Company''s retail business is predominantly on cash and carry basis. The Company sells goods on credit basis to institutional parties. The credit risk on such collections is minimal considering that such sales are only 6.6 % of the total sales. The average credit period for institutional parties is 30 days. No interest is charged on trade receivables on payment received even after the credit period. The Company has adopted a policy of dealing with only credit worthy counterparties in case of institutional customers and the credit risk exposure for institutional customers is managed by the Company by credit worthiness checks. As at March 31, 2022, the company had 4 customers (as at March 31, 2021 : 6 customers) that accounted for approximately 85% (as at March 31, 2021 : 85%) of the total receivables from Ecom customers, Institutional customers and raw material customers. The Company also carries credit risk on lease deposits with landlords for store properties taken on lease, for which agreements are signed and property possessions timely taken for store operations. The risk relating to refunds after store shut down is managed through successful negotiations or appropriate legal actions, where necessary.

The Company''s experience of delinquencies and customer disputes have been minimal.

iii) cash and cash equivalents and deposits with banks:

Credit risk on Cash and Cash Equivalents is limited as the Company generally invests in deposits with banks with high credit ratings assigned by international and domestic credit rating agencies.

B] liquidity risk

1) Liquidity Risk management

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the company''s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities by continuously monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities.

2) Maturity of financial liabilities

The table below analyse the Company''s financial liabilities into relevant maturity based on their remaining contractual maturities of all non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balance equal their carrying balances as the impact of discounting is not significant.

C] MARKET RISK

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: Currency risk, interest risk and other price risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

1) Product Price risk

Product price increases which are not in line with the levels of customers discretionary spends, may affect the sales volumes. In such a scenario, the risk is managed by offering judicious discounts to customers to sustain volumes. Company negotiates with its vendors for purchase price rebates such that the rebates substantially absorb the product discounts offered to the retail customers. This helps company protect itself from significant product margin losses.

2) Interest risk

The Company is not exposed to interest rate risk through the borrowing activities. The Company does not enter into financial instrument transactions for trading or speculative purposes or to manage interest rate exposure.

3) currency risk

The Company''s significant transactions are in Indian rupees and therefore there is minimal foreign currency risk.

35 The Indian Parliament has approved the Code on Social Security, 2020 ( "the code") which, inter alia, deals with employees benefits during employment and post employment. The code has been published in the Gazette of India. The effective date of the code is yet to be notified and the rules for quantifying the financial impact are also yet to issued. In view of this, the impact of change, if any, for the company will be assessed and recognised post notification of the relevant provisions.

Reason for change more than 25%:

This ratio has increased from 0.09 in March 2021 to 0.17 in March 2022. This is mainly due to reduction in net profit in previous year on account of reduced sales due to Covid 19 pandemic. In the current year, there was impact on operations in the first half of the year on account of COVID 19 second wave, however there was recovery in business operations in the second half of the reporting year. This has resulted in increase in net profit for the year in comparison to the previous year.

38 The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

39 There are no proceedings initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

40 The company has not traded or invested in crypto currency or virtual currency during the financial year.

41 (A) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including

foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

42 There is no immovable property whose title deed is not held in the name of the company.

44 The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

45 The company have not entered into any scheme of arrangement in terms of sections 230 to 237 of the Companies Act, 2013.

46 The Company has been sanctioned working capital limits, from banks on the basis of security of current assets. The statements comprising of unhedged foreign currency exposure is filed by the Company with such banks are in agreement with the books of accounts of the Company.

48 There were no whistle blower complaints received by the Company during the year.

49 The figures for the corresponding previous year have been regrouped/reclassified wherever necessary, to make them comparable, in accordance with amendments to Schedule III.

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