Your Directors are pleased to present the 49^th (Forty-Ninth) Annual Report of your Company together with the Audited Financial Statements
for the Financial Year ("FY") ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance (standalone and consolidated) for FY ended March 31,2026 as compared to the previous FY
is summarised below:

Note: The above figures are extracted from the audited standalone and consolidated financial statements of the Company prepared in accordance with the Indian
Accounting Standards ("Ind AS'). Necessary disclosures regarding Ind AS reporting have been made under the Notes to Financial Statements.

2. PERFORMANCE SUMMARY
Standalone Financial Results

Your Company has a strong track record of revenue growth
and profitability. During FY 2025-26, the Company recorded a
Gross Turnover of ' 3,212.98 Crore representing a growth of
11.64% as compared to a Gross Turnover of ' 2,877.99 Crore
during the previous FY 2024-25.

The PBT increased by 7.40% to ' 533.06 Crore during FY 2025¬
26 as compared to ' 496.32 Crore in the previous FY 2024-25.
The PAT is ' 400.49 Crore compared to ' 349.59 Crore in the
previous FY 2024-25, representing a growth of 14.56%.

Consolidated Financial Results

During FY 2025-26, the Company recorded a Gross Turnover
of ' 3,289.13 Crore as against a Gross Turnover of ' 2,947.10
Crore during the previous FY 2024-25, representing an
increase of 11.61%.

The PBT increased by 9.52% to ' 549.71 Crore as compared to
' 501.94 Crore in the previous FY 2024-25. The PAT is ' 415.89
Crore compared to ' 354.46 Crore in the previous FY 2024-25,
representing a growth of 17.33%.

The standalone and consolidated financial performance
reflects the Company's continued focus on business growth,
operational efficiency and sustainable value creation. As
on March 31, 2026, the Company was ranked 257^th among

listed companies in India by market capitalization, as per the
rankings published by BSE Limited.

3. OPERATIONAL HIGHLIGHTS

During FY 2025-26, your Company crossed the significant
milestone of 1,000 stores, expanding its retail network to
1,032 stores across more than 220 cities. This milestone
reflects the Company's continued focus on strengthening
its pan-India presence and enhancing customer accessibility
across metropolitan, Tier I, Tier II and Tier III markets.

During the FY under review, the Company launched MetroActiv,
a dedicated retail format catering to the growing athleisure
and active lifestyle segment, thereby expanding its portfolio
and strengthening its presence in a fast-growing category.

The Company continued to strengthen its brand portfolio
through strategic partnerships and investments in leading
international and lifestyle brands. During the FY, it expanded
the presence of Foot Locker in India, strengthened the FILA
business through initiatives across product assortment,
sourcing, distribution and retail execution, advanced the
expansion of New Era, and initiated preparations for the
introduction of Clarks in India.

The Company also accelerated the expansion of its Walkway
retail format, strengthening its presence in the value footwear
segment and expanding its reach among value-conscious
consumers, particularly across Tier II and Tier III markets.

Your Company continued to enhance its omni-channel
capabilities by further integrating its physical and digital
channels. Continued investments in technology, customer
engagement initiatives and fulfilment capabilities supported
the growth of the Company's digital business and strengthened
the overall customer experience.

Recognising the importance of its brands, the Company
continued to strengthen its intellectual property protection
framework through comprehensive brand protection and
enforcement initiatives. During the FY under review, multiple
actions were undertaken against trademark infringement,
counterfeiting and unauthorised use of the Company's
brands across physical and digital channels. A significant
milestone was the grant of interim relief by the Hon'ble
Bombay High Court in proceedings initiated to protect the
Company's "METRO" trademarks against deceptively similar
marks, reinforcing the distinctiveness and goodwill associated
with the Company's brands.

For a detailed discussion on the Company's business and
operational developments during FY 2025-26, please refer to
the Management Discussion & Analysis of this Annual Report.

4. BUSINESS PERFORMANCE

FY 2025-26 marked another year of sustained business
expansion for your Company, characterised by continued
network growth, strengthening customer engagement and
further enhancement of its omni-channel retail ecosystem.
During the FY under review, the Company added a net 124
stores, taking its retail network to 1,032 stores across 221 cities
as of March 31, 2026. Expansion across the Metro, Mochi,
Crocs, Walkway, Foot Locker, FitFlop, MetroActiv, FILA and
New Era formats further strengthened the Company's market
presence while enabling it to serve a broader customer base
across multiple retail formats, brands and price segments.

The Company continued to strengthen its omni-channel
capabilities, supported by sustained growth in its digital
business. E-commerce and omni-channel sales increased
by 39% during the year to '361 Crore, contributing
approximately 12.9% of total sales. Continued investments
in digital platforms, integrated fulfilment capabilities and
seamless customer engagement have further reinforced the
Company's ability to deliver a consistent shopping experience
across both physical and online channels.

Leveraging technology and data-driven insights, the Company
continued to enhance customer engagement, strengthen its
retail proposition and improve overall customer experience.
With a balanced focus on expanding its retail footprint,
deepening customer relationships and advancing its omni¬
channel strategy, your Company remains well positioned to
support sustainable long-term growth.

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

In accordance with the Companies Act, 2013 ("Act") and
the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
("SBEB Regulations"), ESOP 2008 is managed by the
Nomination, Remuneration & Compensation Committee
("NRC Committee"). The ESOP 2008 has not undergone any
changes during the FY under review.

During the FY under review, the Company granted stock
options to eligible employees under ESOP 2008. Each vested
option entitles the holder to one Equity Share of '5/- each
of the Company. Further, 2,97,092 Equity Shares of ' 5 each
were allotted pursuant to exercise of stock options under
ESOP 2008. The certificate issued by Secretarial Auditor and
the disclosures required pursuant to Regulations 13 and
14 of the SBEB Regulations are available on the website of
the Company athttps://metrobrands.com/employee-stock-
option-scheme.

6. SHARE CAPITAL

As of March 31, 2026, the Authorised Equity Share Capital of
the Company was ' 1,50,00,00,000/- comprising 30,00,00,000
Equity Shares of ' 5 each.

During FY under review, pursuant to the allotment of
Equity Shares under ESOP 2008, the issued, subscribed
and paid-up share capital of the Company increased from
' 1,36,12,48,230/- (divided into 27,22,49,646 Equity Shares
of ' 5 each) as on March 31, 2025, to ' 1,36,27,33,690/-
(divided into 27,25,46,738 Equity Shares of ' 5 each) as on
March 31, 2026.

After the end of FY under review, the Company has allotted
18,603 Equity Shares of ' 5/- each upon exercise of ESOP
options. As on the date of this report, the paid-up share
capital of the Company has risen to ' 1,36,28,26,705/- (divided
into 27,25,65,341 Equity Shares of ' 5 each).

7. PUBLIC DEPOSITS

During FY under review, the Company had no deposits
outstanding at the beginning of the year and did not accept
any deposits during FY 2025-26 within the meaning of Sections
73 and 76 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014. Accordingly, as on March 31, 2026,
there were no deposits outstanding, unpaid or unclaimed and
there was no non-compliance with the provisions of Chapter
V of the Act.

8. DIVIDEND AND APPROPRIATIONS

The Board, at its meeting held on January 27, 2026, declared
and paid an interim dividend of ' 3/- per Equity Share of face
value ' 5/- each.

Considering the Company's strong financial performance, the
Board has recommended a final dividend of ' 3/- per Equity
Share of face value ' 5/- each for FY 2025-26. Subject to the
approval of the Members at the ensuing Annual General
Meeting ("AGM"), the total dividend for FY 2025-26 would
aggregate to ' 6/- per Equity Share, resulting in a total payout
of approximately ' 163.47 Crore.

The dividend declared and recommended for FY 2025-26
is in accordance with the Company's Dividend Distribution
Policy and shall be paid out of the profits of the Company and
retained earnings. The Dividend Distribution Policy is available
on the Company's website athttps://metrobrands.com/wp-
content/uploads/2026/01/MBL Dividend-Distribution-Policy-
website.pdf.

Pursuant to the provisions of the Finance Act, 2020, dividend
income is taxable in the hands of Members and the Company
is required to deduct tax at source on dividend payments at
the prescribed rates in accordance with the provisions of the
Income-tax Act, 1961.

9. TRANSFER TO RESERVES

During the FY under review, no amount was transferred to
the reserves by the Company.

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

No revisions were made to the Financial Statements of the
Company during FY 2025-26. Further, there have been no
material changes or commitments affecting the financial
position of the Company that have occurred between the end
of FY and the date of this Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report, as required
under Regulation 34(2)(e) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), forms part of this Annual Report.

12. SUBSIDIARIES AND ASSOCIATE COMPANY

A. SUBSIDIARY COMPANIES

i) Metro Athleisure Limited ("MAL")

MAL, a wholly owned subsidiary of the Company,
was incorporated on December 22, 2016 and has
a paid-up share capital of ' 97,82,78,900 (Rupees
Ninety-Seven Crore Eighty-Two Lakh Seventy-Eight
Thousand Nine Hundred only). During FY 2025-26,
MAL recorded gross turnover of ' 8.61 Crore and a
PAT of ' 3.91 Crore.

ii) Metmill Footwear Private Limited ("Metmill")

Metmill, a 51% subsidiary of the Company, was
incorporated on September 16, 2009 and has a
paid-up share capital of ' 1,25,00,000 (Rupees
One Crore Twenty-Five Lakh only). During FY 2025¬
26, Metmill recorded a gross turnover of ' 76.15
Crore, representing a growth of 16.5% over the
previous FY. PAT for the year stood at ' 9.63 Crore,
registering a growth of 23.15% as compared to
FY 2024-25.

B. ASSOCIATE COMPANY

M.V. Shoe Care Private Limited ("MVSC")

MVSC, an Associate Company in which the
Company holds 49% of the equity share capital,
was incorporated on September 08, 2008 and
has a paid-up share capital of ' 14,00,00,000
(Rupees Fourteen Crore only). During FY 2025-26,
MVSC recorded gross turnover of ' 53.14 Crore,
representing a decrease of 0.47% compared to the
previous FY. PAT stood at ' 3.40 Crore as compared
to ' 2.99 Crore in FY 2024-25, reflecting a growth
of 13.71%.

Pursuant to Section 129(3) of the Act, read with Rule 5 of the
Companies (Accounts) Rules, 2014, a separate statement in
the prescribed format AOC-1, containing the salient features
of the Financial Statements of MAL, Metmill & MVSC, their
performance including their contribution to the consolidated
performance of the Company, forms an integral part of this
Report as Annexure 1.

The Audited Consolidated Financial Statements of your
Company for FY ended March 31,2026, prepared in compliance
with the applicable provisions of the Act including relevant Ind
AS issued by the Institute of Chartered Accountants of India
and notified under Section 133 of the Act, also forms part of
this Annual Report.

During FY under review, no company became or ceased to be
a subsidiary company or associate company of the Company.

13. BOARD OF DIRECTORS

The Board of the Company comprises professionals with
diverse skills, expertise and experience, who provide strategic
guidance and oversight to the management. As on March 31,
2026, the Board consisted of ten (10) Directors, comprising
three (3) Executive Directors, one (1) Non-Executive Director,
one (1) Non-Executive Nominee Director and five (5)
Independent Directors including one (1) Woman Director.

The composition of the Board and its Committees, details of
Directors, and the core skills, expertise and competencies
identified by the Board in the context of the Company's
business are set out in the Corporate Governance Report
which forms an integral part of this Report as Annexure 7.

During FY 2025-26 and as on the date of this Report, the
following changes took place in the Board of the Company:

• Mr. Mohammed Iqbal Hasanally Dossani
(DIN: 08908594), Whole-time Director of the Company,
was re-appointed for a further term of five (5) years with
effect from June 25, 2026, liable to retire by rotation, by
the Members of the Company at the 48^th AGM held on
September 18, 2025.

• Mr. Srikanth Velamakanni (DIN: 01722758), Independent
Director of the Company, completed his term and
ceased to hold office with effect from March 24, 2026,
in accordance with the provisions of the Act and Listing
Regulations. The Board places on record its sincere
appreciation for his valuable guidance, counsel and
contributions during his tenure with the Company.

• Based on the recommendation of the NRC Committee,
the Board, at its meeting held on August 04, 2026,
approved the following appointment/re-appointment,
subject to approval of the Members at the ensuing 49^th
AGM of the Company:

- Appointment of Mr. Sonny Iqbal (DIN: 02962053)
as an Additional Director in the capacity of Non¬
Executive Independent Director of the Company
with effect from August 05, 2026, for a period of
five (5) years.

- Re-appointment of Ms. Farah Malik Bhanji
(DIN: 00530676), Managing Director of the
Company, for a term of five (5) years with effect
from April 01, 2027 at a remuneration not
exceeding '10,00,00,000/- (Rupees Ten Crore only)
per annum.

- Re-appointment of Ms. Alisha Rafique Malik
(DIN: 10719537), Whole-time Director of the
Company, who is liable to retire by rotation and
being eligible, offers herself for re-appointment in
accordance with Section 152 of the Act read with
the Articles of Association of the Company.

14. KEY MANAGERIAL PERSONNEL ("KMP")

Pursuant to the provisions of Sections 2(51) and 203 of the Act
read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the following persons
were KMPs of the Company as on March 31, 2026:

1. Ms. Farah Malik Bhanji, Managing Director

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

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

4. Mr. Nissan Joseph, Chief Executive Officer

5. Mr. Kaushal Khodidas Parekh, Chief Financial Officer

6. Ms. Deepa Sood, Chief Legal Officer & Company Secretary

15. SENIOR MANAGEMENT PERSONNEL ("SMP")

Pursuant to the provisions of Regulation 34, read with
Schedule V of the Listing Regulations, the details of the SMP
of the Company as on March 31,2026, along with the changes
therein since the end of the previous FY, are set out in the
Corporate Governance Report, which forms part of this
Annual Report.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has five (5) Independent Directors on its
Board as on March 31, 2026. The Company has received the
requisite declarations and confirmations from all Independent
Directors confirming that:

• t hey meet the criteria of independence prescribed
under Section 149(6) and Schedule IV of the Act and the
Rules made thereunder, as well as Regulation 16(1)(b)
of the Listing Regulations, and that there has been no
change in the circumstances affecting their status as
Independent Directors of the Company;

• they have complied with the Code for Independent
Directors prescribed under Schedule IV of the Act and
the Company's Code of Conduct for Directors and SMP;

• they have registered their names in the databank
of Independent Directors maintained by the Indian
Institute of Corporate Affairs and have passed the
online proficiency self-assessment test or are exempt
from the requirement, in accordance with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014;

• they are not debarred from holding the office of director
pursuant to any order of SEBI or any other authority; and

• they are not aware of any circumstance or situation that
exists or may reasonably be anticipated which could
impair or impact their ability to discharge their duties
with objective and independent judgment.

In the opinion of the Board, the Independent Directors
possess the requisite integrity, expertise and experience and
fulfil the conditions specified under the Act and the Listing
Regulations. The Board is satisfied that they are independent
of the management.

17. NUMBER OF MEETINGS OF BOARD

During FY 2025-26, four (4) Board Meetings were held.
The details relating to Board Meetings and attendance of
Directors in each Board Meeting held during FY under review
have been separately provided in the Corporate Governance
Report. Gap between any 2 consecutive Board Meetings did
not exceed 120 days, in compliance with the provisions of the
Act and Listing Regulations.

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

The NRC Committee has formulated a policy, in accordance
with the provisions of the Act and the Listing Regulations,
governing the selection, appointment, remuneration and
evaluation of Directors, KMP and SMP. It also lays down the
criteria for determining the qualifications, positive attributes
and independence of Directors.

The Policy sets out the remuneration framework for
Directors, KMP and SMP and provides for their performance
evaluation and retention. It is designed to attract, retain and
motivate individuals with the requisite skills and experience
at the Board and senior management levels, while ensuring
alignment of their objectives with the Company's long-term
vision and strategic goals.

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

19. ANNUAL GENERAL MEETING

The 48^th AGM of the Company was held on September 18,
2025 through video conferencing/other audio-visual means,
in compliance with the applicable circulars issued by the
MCA and SEBI. All the Whole-time Directors except Ms. Alisha
Rafique Malik and the Chairpersons of the Audit Committee
and the NRC Committee attended the AGM.

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

Pursuant to the provisions of the Act and the Listing
Regulations, the Company conducts an annual evaluation of
the performance of the Board, its Committees and Individual
Directors with the objective of enhancing the effectiveness of
its governance framework and decision-making processes.

The NRC Committee has laid down a structured framework
and criteria for evaluating the performance of the Board,
Committees, Independent Directors, Non-Executive Directors,
the Managing Director and the Chairperson. The evaluation
is conducted through a confidential and structured process,
based on parameters approved by the Board and aligned with
the Guidance Note on Board Evaluation issued by SEBI.

The evaluation, inter alia, covered Board composition and
diversity, quality of deliberations, effectiveness of Board
and Committee processes, strategic oversight, succession
planning, risk management, governance practices, flow of
information and individual contributions of Directors. The
performance of the Committees was assessed by the Board
after seeking inputs from Committee members, while the
performance of individual Directors was evaluated based
on their participation, preparedness, engagement and
contribution to Board and Committee discussions.

A separate meeting of the Independent Directors was held
on January 12, 2026, without the presence of the Non¬
Independent Directors and members of the management.
At the meeting, the Independent Directors reviewed the
performance of the Non-Independent Directors, the
Chairperson and the Board as a whole. The Board also
evaluated the performance of the Independent Directors,
excluding the Director being evaluated.

The Board further reviewed the quality, adequacy and
timeliness of information flow between the management and
the Board. Based on the evaluation carried out, the Board
was satisfied with its overall effectiveness and that of its
Committees and individual Directors.

The criteria for performance evaluation of the Board, its
Committees and individual Directors are available on the
Company's website athttps://metrobrands.com/wp-content/
uploads/7074/07/PerformanceEvaluationPolicy.pdf.

21. INDEPENDENT DIRECTORS' INDUCTION AND
FAMILIARIZATION PROGRAMME

The Company has in place a comprehensive familiarisation
programme for its Independent Directors in accordance with
the Listing Regulations. Upon appointment, Independent
Directors are provided with a formal letter setting out
their roles, responsibilities and terms of appointment, and
are familiarised with the Company's business, operations,
industry landscape, governance framework, values and
culture. The familiarisation process is an ongoing exercise
and includes regular interactions with the management team
and business heads, enabling Independent Directors to gain
deeper insights into the Company's operations and contribute
effectively to strategic and operational discussions at Board
and Committee Meetings.

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

Further, pursuant to Regulation 25(7) of the Listing Regulations,
the details of the training and familiarisation programmes
conducted for Independent Directors during FY 2025-26 are
available on the Company's website at:https://metrobrands.
com/wp-content/uploads/7076/08/Details-of-Fam-Program-
2026-Website-Uploading-Feb-25-2026.pdf.

22. COMMITTEES OF THE BOARD OF DIRECTORS

The Board has constituted various Committees to facilitate
focused oversight and informed decision-making in key
areas of the Company's operations and governance. The
Committees function within the scope of authority delegated
by the Board and operate in compliance with the applicable
provisions of the Act, the Rules made thereunder, the Listing
Regulations and the Articles of Association of the Company.
The Committees of the Board are:

• Audit Committee

• Nomination, Remuneration & Compensation Committee

• Corporate Social Responsibility & Sustainability
Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Share Allotment and Transfer Committee

• Investment Committee

During FY 2025-26, the Board accepted all recommendations
made by its Committees, wherever required. Details
relating to the composition, terms of reference, number of
meetings held and attendance of members of the respective
Committees are provided in the Corporate Governance
Report, which forms part of this Annual Report.

23. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2). Adequate systems and processes are in place
to ensure compliance with the said Secretarial Standards and
were operating effectively during FY 2025-26.

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

A detailed report on the CSR initiatives undertaken by the
Company during FY 2025-26 is provided in the Business
Responsibility section of this Annual Report.

Pursuant to Section 135 of the Act and the Rules made
thereunder, the Annual Report on CSR activities, containing
the prescribed disclosures, forms an integral part of this
Report as Annexure 2. The terms of reference of the CSR
Committee are set out in the Corporate Governance Report
forming part of this Annual Report.

An outline of the Company's CSR Policy and the CSR
initiatives undertaken during the FY under review are
included in Annexure 2. The CSR Policy is available on the
Company's website athttps://metrobrands.com/wp-content/
uploads/7077/05/Corporate-Social-Responsibility-Policy.pdf.

25. RELATED PARTY TRANSACTIONS ("RPTs")

All contracts, arrangements and transactions entered into by
the Company with related parties during FY 2025-26 were
in the ordinary course of business and on an arm's length
basis. None of the transactions entered into by the Company
with related parties qualified as material transactions under
the Act, the Listing Regulations or the Company's Policy on
Related Party Transactions ("RPT Policy"). Further, there were
no materially significant RPTs with the Promoters, Directors
or KMPs that could have had a potential conflict with the
interests of the Company. Accordingly, the disclosure of RPTs
in Form AOC-2, as prescribed under Section 134(3)(h) of the
Act, is not applicable.

All RPTs are placed before the Audit Committee for its
review and approval. Prior omnibus approval is obtained for
transactions of a repetitive nature in accordance with the
applicable provisions of the Act and the Listing Regulations.

During the FY under review, the RPT Policy was revised to align
with the amendments to the Listing Regulations. The Policy is
available on the Company's website athttps://metrobrands.
com/wp-content/uploads/2026/01/MBL-RPT-Policy-clean.pdf.

26. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The particulars of loans, guarantees and investments covered
under Section 186 of the Act are disclosed in the Financial
Statements forming part of this Annual Report.

27. RISK MANAGEMENT

The Company views risk management as an integral component
of effective corporate governance and sustainable value
creation. In an increasingly dynamic business environment,
the Company's risk management framework enables the
timely identification, assessment and management of risks
and opportunities that may impact its strategic objectives,
operational performance and stakeholder interests.

The Company has established a structured risk management
framework that is embedded across key business functions
and decision-making processes. The framework facilitates
proactive risk identification, evaluation and mitigation, while
supporting business resilience, operational continuity and
informed strategic planning. The Company has adopted a
Risk Management Policy that sets out the guiding principles
and processes for managing risks across the organization.
The Policy is available on the Company's website at
https://metrobrands.com/wp-content/uploads/7074/07/
RiskManagementPolicy.pdf.

The Risk Management Committee, under the oversight of the
Board, periodically reviews the Company's risk profile and the
effectiveness of mitigation measures implemented for key
strategic, operational, financial, regulatory and emerging
risks. The Audit Committee also reviews the adequacy and
effectiveness of the Company's risk management and internal
control systems. In the opinion of the Board, there are no
risks which may threaten the existence of the Company.

Recognising the increasing importance of technology and data
governance, the Company continues to strengthen its cyber
security and data protection framework through enhanced
security controls, periodic vulnerability assessments,
employee awareness programmes and a structured incident
response mechanism. The Company has also reinforced its
data privacy governance and compliance framework in line
with the Digital Personal Data Protection Act, 2023.

The Risk Management Policy is reviewed periodically to
ensure its continued relevance and effectiveness. Further
details on the Company's risk management framework are
provided in the Corporate Governance Report forming part
of this Annual Report.

28. INTERNAL FINANCIAL CONTROLS AND
SYSTEMS

The Company has adequate internal financial controls with
reference to financial statements, commensurate with the
size, scale and complexity of its operations, and such controls
were operating effectively during FY 2025-26. The controls
are integrated across key functions and processes and are
supported by well-defined policies and procedures aimed
at ensuring operational efficiency, safeguarding of assets,
reliable financial reporting, optimal resource utilisation and
compliance with applicable laws and regulations.

The internal control framework is subject to continuous
review and strengthening to align with the evolving business

environment. The Audit Committee periodically reviews
the adequacy and effectiveness of internal controls and
provides guidance for further strengthening of the systems,
wherever required.

During FY 2025-26, neither the Internal Auditors nor the
Statutory Auditors reported any material weakness or
significant concern regarding the effectiveness of the internal
control system. Further, no instances of fraud were reported
by the Auditors under Section 143(12) of the Act to the Audit
Committee or the Board.

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

In compliance with the provisions of the POSH Act, the
Company has adopted a comprehensive Policy on Prevention
of Sexual Harassment at the Workplace. The Policy establishes
a zero-tolerance framework and provides a structured
mechanism for the prevention, prohibition and redressal of
complaints of sexual harassment, thereby ensuring a safe,
secure and dignified work environment.

The Policy is applicable to all employees of the Company,
as well as to all individuals associated with its operations,
including consultants, trainees, interns, volunteers,
contractual personnel, third-party service providers and
visitors across all locations, business units, subsidiaries,
affiliates and group entities. The Company has constituted
an Internal Committee in accordance with the POSH Act to
ensure prompt, fair and effective resolution of complaints, in
line with principles of natural justice and confidentiality.

The Company also undertakes regular awareness, training
and sensitization programs across its workforce to reinforce a
culture of respect, inclusivity and zero tolerance towards any
form of harassment. These initiatives are designed to ensure
awareness of rights and obligations under the Policy and to
strengthen preventive mechanisms across the organization.

The details of complaints received, disposed and pending
during FY 2025-26 are as follows:

Further details are provided in the Corporate Governance
Report forming part of this Annual Report.

30. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act
read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return in Form
MGT-7 for FY 2025-26 has been made available on the
Company's website athttps://metrobrands.com/annual-
return/and will be filed with the Registrar of Companies
within the statutory timelines.

31. STATUTORY AUDITORS AND AUDIT REPORT

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

The firm is a limited liability partnership registered with the
Institute of Chartered Accountants of India and is primarily
engaged in audit and assurance services. It is part of the S.R.
Batliboi & Affiliates network of audit firms.

The Auditors' Report on both Standalone and Consolidated
Financial Statements for FY 2025-26 is unmodified and does
not contain any qualification, reservation, adverse remark
or disclaimer.

32. SECRETARIAL AUDITOR AND HIS REPORT

Pursuant to Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, read with Regulation 24A of Listing Regulations
and applicable SEBI circulars, CS Sekar Ananthanarayan,
Practicing Company Secretary (FCS No. 14013, COP No. 2450),
was appointed as the Secretarial Auditor of the Company by
the Members at the 48^th AGM held on September 18, 2025,
for a term of five (5) consecutive FYs from FY 2025-26 to
FY 2029-30.

The Secretarial Audit Report in Form MR-3 issued by CS
Sekar Ananthanarayan does not contain any qualification,
reservation, adverse remark or disclaimer and forms an
integral part of this Report as Annexure 3.

Annual Secretarial Compliance Report:

Pursuant to Regulation 24A of the Listing Regulations, the
Company has undertaken a secretarial compliance audit for
FY 2025-26 covering all applicable compliances under SEBI
Regulations, Circulars, Notifications and Guidelines issued
thereunder. The Annual Secretarial Compliance Report issued
by CS Sekar Ananthanarayan has been submitted to the
Stock Exchanges within the prescribed timelines and is also
available on the Company's website athttps://metrobrands.
com/wp-content/uploads/2026/05/Reg-24A ACR 2025-
26signed.pdf.

33. INTERNAL AUDITOR

The tenure of M/s. KPMG Assurance and Consulting Services
LLP as Internal Auditors of the Company concluded at the end
of FY 2025-26. During their engagement, they supported the
Company in strengthening its internal control environment
and audit processes.

Subsequently, based on a review of qualifications, experience
and capability commensurate with the scale and requirements
of the Company, the Board, at its meeting held on May 20,
2026, appointed M/s. PricewaterhouseCoopers Services LLP
(PwC) as the Internal Auditors of the Company for a term of
three (3) FYs from FY 2026-27 to FY 2028-29, in accordance
with Section 138 of the Act read with the Companies
(Accounts) Rules, 2014.

34. COST AUDIT

Pursuant to Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, maintenance of cost
records and requirement of cost audit are not applicable to
the Company.

35. PARTICULARS OF EMPLOYEES

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

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

The information required under Section 134(3)(m) of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014,
relating to conservation of energy, technology absorption, and
foreign exchange earnings and outgo, forms an integral part
of this Report and is set out in Annexure 5. The disclosure
highlights the Company's ongoing efforts towards improving
energy efficiency, adopting appropriate technologies and
managing foreign exchange exposure in a prudent manner
during the FY under review.

37. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has instituted a robust Vigil Mechanism through
its Whistle Blower Policy in compliance with Section 177(9) of
the Act and Regulation 22 of the Listing Regulations, aimed
at upholding the highest standards of ethical conduct and
corporate governance. The Policy is applicable to employees,
Directors, contractors, consultants, trainees, service providers
and other associated persons across the Company and its
subsidiaries, affiliates and group entities.

The mechanism enables reporting of concerns relating to
unethical behaviour, fraud, corruption, violations of laws
and regulations, non-compliance with Company policies, and
leakage or suspected leakage of UPSI. It provides a secure
framework for confidential reporting, fair investigation and
adequate safeguards against victimisation of whistle blowers,
including access to the Chairperson of the Audit Committee
in appropriate cases.

The Vigil Mechanism is overseen by the Audit Committee,
which reviews its effectiveness on a periodic basis. During
FY 2025-26, no person was denied access to the Audit
Committee. Four (4) matters were reported under the Policy
during the FY under review, which were duly investigated and
appropriately resolved.

Further details of the Policy are provided in the Corporate
Governance Report forming part of this Annual Report.
The Policy is also available on the Company's website at
https://mRtrobrands.com/wp-content/uploads/2024/07/
WhistleBlowerPolicy.pdf.

38. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board based
on representations received from Management, and the
processes involving the Company's statutory and internal
audit functions, and to the best of its knowledge, ability and
due enquiry, the Directors of your Company confirm that:

a) i n the preparation of the annual accounts for the FY
ended March 31, 2026, the applicable accounting
standards have been followed.

b) they have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company as on
March 31, 2026 and of the profits of your Company for
FY ended March 31,2026.

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

d) the Directors have prepared the annual accounts for FY
ended March 31, 2026 on a "going concern" basis.

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

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

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

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

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT ("BRSR")

The Company integrates purpose-driven leadership with
digital capability and innovation to address its material
environmental, social and economic impacts, while enabling
sustainable value creation for customers, business partners
and stakeholders across the value chain. Its approach to
environmental responsibility is guided by its sustainability
priorities and initiatives as outlined in the BRSR.

In compliance with Regulation 34(2)(f) of Listing Regulations,
read with SEBI Master Circular HO/49/14/14(7)2025-
CFDPOD2/I/3762/2026 dated January 30, 2026, the BRSR for
FY 2025-26 has been prepared and forms an integral part of
this Report as Annexure 6.

In accordance with the applicable SEBI requirements, the
BRSR Core disclosures for FY 2025-26 have been subjected
to reasonable assurance. Accordingly, the Company has
obtained a Reasonable Assurance Report on the BRSR Core
Indicators from M/s. Ainapur & Associates on a standalone
basis which is included Annexure 6.

41. GREEN INITIATIVES

As part of your Company's continued commitment to
environmental sustainability and in support of green
initiatives, the electronic copy of the Notice of the 49^th AGM
of the Company, along with the Annual Report for FY 2025¬
26, is being sent to all Members whose e-mail addresses
are registered with the Depository Participant(s) on the
cut-off date. For Members whose e-mail addresses are not
registered, a letter containing the web link and exact path for
accessing the Annual Report is being sent in accordance with
applicable law. Members may request a physical copy of the
Annual Report, which shall be provided in accordance with
the applicable provisions.

42. CORPORATE GOVERNANCE AND DISCLOSURES

Corporate governance has remained a foundational principle
for the Company since inception, guiding its approach
to business conduct, decision-making, and stakeholder
engagement. The governance framework is built on a strong
value system and is embedded across the organisation,
reinforcing transparency, accountability, and ethical
business practices.

In accordance with Regulation 34(3) read with Schedule
V of the Listing Regulations, the Corporate Governance
Report along with the certificate issued by the Secretarial
Auditor confirming compliance with applicable governance

requirements forms part of this Annual Report. Further,
pursuant to Regulation 17(8) read with Schedule II of the
Listing Regulations, the Chief Executive Officer and Chief
Financial Officer have provided certification to the Board
affirming the integrity of the financial statements and cash
flow statements, the effectiveness of internal control systems,
and appropriate disclosure of all material matters to the
Audit Committee.

43. GENERAL DISCLOSURES

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

i. There was no change in the nature of business of the
Company during FY 2025-26.

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

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

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

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

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

vii. The Company is in compliance with the applicable
provisions relating to the Maternity Benefit Act, 1961
(now Code on Social Security, 2020).

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

44. ACKNOWLEDGEMENT

The Board places on record its sincere gratitude to all
employees for their commitment and contribution during
the FY under review. With such a strong foundation and
shared vision, the Board is confident that the Company is
well positioned to drive continued success in the years ahead.

The Board conveys its appreciation to its customers,
shareholders, suppliers, business partners, bankers,
the Government and regulatory authorities for their
continued support.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

Rafique Abdul Malik

Chairman and Non- Executive Director
DIN:00521563

Place: Mumbai
Date: August 04, 2026