Metro Brands Ltd

Dear Members, Metro Brands Limited

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

1. FINANCIAL HIGHLIGHTS & PERFORMANCE SUMMARY

The standalone and consolidated Financial Statements for the FY ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 ("Act") and other recognized accounting practices and policies to the extent applicable. Necessary disclosures regarding Ind AS reporting have been made under the Notes to Financial Statements. The Company's performance during the FY under review as compared to the previous FY is summarized below: ( in Crore)

Your Company has a strong track record of revenue growth and profitability. During the FY 2023-24, your Company recorded a

Gross Turnover of 2,711.64 crore representing a growth of 11.54% as compared to a Gross Turnover of 2431.12 crore during the previous FY 2022-23.

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

During the FY 2023-24, the Company recorded a Gross Turnover of 2773.59 crore as against a Gross Turnover of

2,495.44 crore during the previous FY 2022-23, representing an increase of 11.15%.

The Profit before Tax was 462.38 crore compared to 489.09 crore in the previous FY 2022-23, decreased by 5.46%. The

Profit after Tax was higher at 415.47 crore compared to

365.39 crore in the previous FY 2022-23, representing a growth of 13.71%.

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

2. OPERATIONAL HIGHLIGHTS

In the month of October 2023, the Company opened its

800^th store, marking a significant milestone in its retail expansion efforts. strategy to increase its footprint across various regions in India.

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

Your Company has entered into a strategic partnership with Foot Locker Retail, Inc., a New York-based specialty athletic retailer granting exclusive rights to the Company for opening and operating athletic and casual footwear

& athletic and casual apparel stores under the brand names "FOOT LOCKER?" and "KIDS FOOT LOCKER?" through brick-and-mortar stores in India. The partnership aims at transforming the sneaker segment in India, and address the evolving needs of next-gen customers, and will also help the Company pave the way in revolutionizing the sneaker market, enhancing the retail experience and meeting dynamic needs of our customers.

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

Your Company renewed an existing agreement with Crocs India Private Limited ("Crocs") by executing a Retail and Trademark License Agreement whereby Crocs has granted the Company exclusive rights to operate Crocs stores, kiosks and outlets across the western and southern states in India and increased the term (including renewal terms) of the Agreement. Your Company will continue to operate all existing stores operational in Northern & Eastern states of

India. Currently, your Company operates over 200 exclusive stores of Crocs across India and is poised for further growth in advancing Crocs' presence in the country.

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

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

Accordingly, your Company received Order from NCLT, Mumbai Bench on March 14, 2024 approving the Scheme. The appointed date of the Scheme was April

1, 2023 and the Scheme became effective from April 1,

2024. Consequently, the FILA business was transferred to the Company. In accordance with the Scheme, the Company did not issue any shares in consideration for expansionalignswiththeCompany's the demerger and hence there was no change in the shareholding of the Company. The demerger has firmly empowered your Company to be future-ready enabling it to pursue its growth strategies with sharper focus and identity.

3. BUSINESS PERFORMANCE

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

Your Company's growth strategy is centered around its customers. By utilizing first-party customer data from our loyalty programs ClubMetro, MyMochi, CrocsClub, and advanced data analytics, we can gain crucial insights into customer preferences and drive product innovation. This data-driven, customer-centric approach not only enhances experiences but also ensures sustainable growth, thereby increasing shareholder value. We are confident that the

Company's strategic use of analytics and AI will lead to consistent growth, reinforcing our position as a leading destination for all footwear needs. Importantly, this approach ensures that customer satisfaction and shareholder growth are always aligned, reflecting our core values and goals.

Furthermore, your Company has achieved remarkable growth in its e-commerce sales by strengthening its presence in the digital marketplace and successfully transforming into an omni-channel footwear retailer. In the FY under review, e-commerce sales, including omni-channel sales, reached

215.15 crore, showcasing a remarkable 32.6% year-on-year growth. The momentum in online sales, including omni-channel, continues to be strong. In FY 2023-24, online sales (including omni-channel) accounted for 9.5% of the overall sales, as compared to 7.9% in FY 2022-23. This transition highlights the Company's responsiveness to evolving consumer preferences and its capability to adopt modern retail trends.

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

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

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

( in Crore)

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

ESOP 2008 is administered by the Nomination, Remuneration and Compensation Committee ("NRC") and is in compliance with the Act and the Securities and Exchange Board of

India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021 ("SEBI SBEB Regulations"). During the FY under review, there have been no material changes in the ESOP 2008.

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

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

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

6. SHARE CAPITAL

As of March 31, 2024, the Authorised Equity Share Capital of the Company was 1,50,00,00,000 comprising 30,00,00,000 Equity Shares of 5 each and the Paid-up Equity Share Capital of the Company was 1,35,95,70,510 comprising of 27,19,14,102 Equity Shares of 5 each.

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

ESOP options. As on date, the Paid-up Capital of the Company is 1,359,715,020 comprising of 271,943,004 Equity Shares of 5 each.

7. PUBLIC DEPOSITS

During the FY under review, your Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there were no deposits lying unpaid or unclaimed. As the Company has not accepted any deposit during the FY under review, there is no non-compliance with the requirements of Chapter V of the Act.

8. DIVIDEND AND APPROPRIATIONS

The Board of Directors of your Company in its meeting held on

January 18, 2024 had declared and paid an Interim Dividend of 2.75/- per Equity Share of the face value of 5/- per share. Keeping in view the strong performance, your directors have recommended a Final Dividend of 2.25/-per Equity Share of face value 5/- per Equity Share for the FY 2023-24 in its Meeting held on May 22, 2024. The total dividend payout for the FY 2023-24 would be 32.45%, which is higher than the previous FY. The Dividend declared and paid/ proposed to be declared during the FY is in accordance with the Dividend Distribution Policy, as approved and adopted by the Board of Directors of the Company and dividend will be paid out of the profits for the FY. The total Dividend payment, if approved the Members, for FY 2023-24 would be approx. 135.96 crore.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

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

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

9. TRANSFER TO RESERVES

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

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

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

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

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

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

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

The Audited Consolidated Financial Statements of your Company for the FY ended March 31, 2024, prepared in compliance with the provisions of IND AS 27 issued by the Institute of Chartered Accountants of

India and notified by the Ministry of Corporate Affairs

("MCA"), Government of India also forms part of this Annual Report.

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

During the FY under review, the name of the wholly owned subsidiary was changed from Cravatex Brands Limited to Metro Athleisure Limited pursuant to the

Certificate business in MAL was demerged into the Company vide Order dated March 14, 2024 of NCLT.

Metmill Footwear Private Limited ("Metmill"), a 51% subsidiary of your Company, was incorporated on September 16, 2009, and currently has a paid-up capital of 1,25,00,000/- (Rupees One Crore Twenty-Five Lacs only). In the FY under review, Metmill has recorded gross turnover of 49.32 Crore. The turnover decreased by 8.70% compared to the previous FY. Furthermore, the Profitafter Tax for the same period stands at

5.96 Crore, a decrease of 24.17% compared to the previous FY.

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

The Audited Consolidated Financial Statements of your Company for the FY ended March 31, 2024, prepared in compliance with the provisions of IND AS 27 issued by the Institute of Chartered Accountants of

India andnotified by the MCA also forms part of this

Annual Report.

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

The Company's policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company's website at https:// metrobrands.com/wp-content/uploads/2024/07/ PolicyonMaterialSubsidiary.pdf

M.V. Shoe Care Private Limited ("MVSC") is an Associate

Company in which your Company holds 49% of Equity

Shares. For the FY under review, MVSC has reported

Gross Sales of 52.83 Crore, with a growth of 9.33% compared to the previous FY. Additionally, MVSC has reported the Profit after Tax growth amounting to 6.29 Crore, indicating significantincrease of 27.85% compared to the previous FY.

Pursuant to Section 129(3) of the Act, read with Rule 5 of the Companies (Account) Rules, 2014, a separate statement containing the salient features of the Financial

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

During the FY under review, there were no companies that became or ceased to become an Associate

Incorporation dated July 14, 2023. FILA Company/JointVenture.

As of March 31, 2024, your Company's Board had ten members comprising three Executive Directors, one Non-Executive Nominee Director and six Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the Listing Regulations, the

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

During the FY under review, the following changes took place in the Directorships: i. As reported last FY, the Board of Directors had proposed re-appointment of Mr. Vikas Vijaykumar

Khemani (DIN: 00065941), as a Non-Executive Independent Director on the Board of the Company for a period of five (5) consecutive years w.e.f March

12, 2024. At the 46^th AGM held on September 13, 2023, the Members approved his re-appointment as an Independent Director of the Company for a period of five (5) years i.e. from March 12, 2024 to March 11, 2029.

ii. Based on the recommendations of the NRC Committee and in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable Listing

Regulations, the Board appointed Mr. Mithun Padam

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

iii. At the 44^th Annual General Meeting ("AGM") of the Company, based on the recommendations of the NRC and the Board of Directors, the Company had appointed

Mr. Rafique Abdul Malik as Executive Chairman of the Company for a period of 5 (Five) years with effect from 1^st April 2022. Mr. Rafique Abdul Malik has been associated with the Company since incorporation.

In line with the requirement of Regulation 17(1) (b) of the Listing Regulations, the Board of Directors pursuant to the recommendations of NRC at its meeting held on August 9, 2024, had approved and recommended to shareholders transition and re-designation of

Mr. Rafique Abdul Malik, Executive Chairman to Non-

Executive Chairman for a term of 3 (three) years with effect from September 19, 2024 to September 18, 2027, who shall not be liable to retire by rotation.

iv. Based on the recommendation of the NRC, the Board of Directors at its meeting held on August 9, 2024, approved the appointment of Ms. Alisha Rafique Malik

(DIN: 10719537), related party, as an Additional Director in the capacity of Whole-time Director of the Company for a term of 5 (five) consecutive years with effect

September 1, 2024 to August 31, 2029, liable to retire by rotation. Ms. Malik shall hold office as Additional

Director up to the date of this AGM and is eligible for appointment as a Whole-time Director.

The NRC & Board have assessed and determined that Ms. Alisha Rafique Malik is a fit and proper person to be appointed as a Whole-time Director of the Company and that she fulfils the conditions specified and the relevant Rules made thereunder and the Listing

Regulations. Ms. Malik has confirmed that she has incurred any disqualification under Section 164(1) and

164(2) of the Act read with Rule 14(1) of the Companies

(Appointment and Qualificationof Directors) Rules, 2014

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

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

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

None of the Directors of the Company have incurred any disqualification under Sub-Section (1) & (2) of Section

164 of the Act read with Rule 14(1) of the Companies

(Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of the Securities and Exchange Board of India ("SEBI") or MCA or any other such regulatory authority. In view of the Board, all the Directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth.

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

1. Mr. Rafique Abdul Malik, Chairman

2. Ms. Farah Malik Bhanji, Managing Director

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

4. Mr. Nissan Joseph, Chief Executive Officer

5. Mr. Kaushal Khodidas Parekh, Chief Financial Officer

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

7. Ms. Alisha Rafique Malik (President - Sports Division,

E-Commerce and CRM)

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

Pursuant to the provisions of Regulation 34, read with

Schedule V of the Listing Regulations, as amended, the list of the SMP of the Company as on March 31, 2024, along with the changes therein since the end of the previous FY is provided in the Corporate Governance Report, which forms part of the Annual Report.

There are six Independent Directors on the Board of the Company. Your Company has received declarations from all the Independent Directors confirming that: they meet the criteria of independence as prescribed under Section 149(6) and Schedule IV of the Act and

Regulation 16 of the Listing Regulations. There has been no change in the circumstances affecting their status as

Independent Directors of the Company; they have complied with the Code for Independent

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

they have registered their names in the databank of Independent Directors as being maintained by the

Indian Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of

Directors) Rules, 2014.

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

None of the independent directors are aware of any circumstance or situation that exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment without any external influence. The Board of

Directors have taken on record the declarations and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion, the Independent Directors fulfill the conditions specified in the Act and the Listing Regulations and are independent of the management.

During FY 2023-24, six (6) Board Meetings were held. The details relating to Board Meetings and attendance of Directors in each Board Meeting held during the FY under review has been separately provided in the Corporate Governance Report.

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

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

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

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

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

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

A separate meeting of the Independent Directors was held on March 1, 2024, without the attendance of non-independent Directors and members of the management. In this meeting, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting.

The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

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

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

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

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

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the FY under review, as required under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, and Rule 9 of the Companies (Accounts) Rules, 2014, is attached to this report as Annexure - 2. The CSR Policy is available on the website of the Company at https://metrobrands.com/wp-content/uploads/2022/05/Corporate-Social-Responsibility-Policy.pdf

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a Policy on RPTs. The Policy on RPTs can be accessed on the Company's website https://metrobrands.com/wp-content/uploads/2024/07/ RPTPolicy.pdf

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

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

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

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

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

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

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

During the Financial Year review, the Company has also reviewed its Risk Management Policy and the Board, Risk

Management Committee & Audit Committee approved the revisions in the said Policy. The Company regularly identifies uncertainties and after assessing them, devises short- term and long-term actions to mitigate any risk which could materially impact the Company's long-term plans.

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

The Company has in place well-established and robust internal control systems which are commensurate with the nature of its business, size & scale and complexity of its operations and are implemented across all processes, units and functions. Internal control systems comprising of policies and procedures are designed to ensure sound management of the Company's operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of the Company's operations.

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

During the FY under review, there were no instances of fraud or material misstatement to the Company's operations, which required the Statutory Auditors to report to the Audit Committee and/or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

In line with the requirements of the Sexual Harassment of

Women at the Workplace (Prevention, Prohibition & Redressal)

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

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

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

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

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules 2014, the Annual Return of the Company in Form MGT-7 for FY 2023-24, is available on the Company's website at https://metrobrands.com/ annual-return/

At the 45^th AGM held on September 7, 2022, the Members approved the appointment of M/s. S R B C & CO LLP, Chartered

Accountants, (FRN: 324982E/E300003) as Statutory Auditors for a period of fiveoftheCompanytoholdoffice the conclusion of that AGM till the conclusion of the 50^th AGM.

M/s. S R B C & CO LLP is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India. It is primarily engaged in providing audit and assurance related services to the clients. It is a Limited Liability Partnership Firm incorporated in India with its registered office ^rd Floor, Block ‘B', Kolkata. The firm audit firms

After reviewing the qualifications and experience of various

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

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

2024 as the Secretarial Auditors of the Company for the FY 2023-24.

The Auditors' Report prepared by the Statutory Auditor both in respect of Standalone and Consolidated Financial Statements of the Company for the FY ended March 31,

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

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

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

Pursuant to the provisions of Regulation 24A of the Listing Regulations, the Company has undertaken an audit for the FY 2023-24 for all applicable compliances as per SEBI Rules, Regulations, Circulars, Notifications,

Guidelines etc. issued thereunder. The Annual Secretarial Compliance Audit Report issued by CS A. Sekar has been duly submitted to the Stock Exchanges within the prescribed time and also uploaded on the yearsfrom Company's website https://metrobrands.com/wp-content/uploads/2024/07/ASCR2024.pdf

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to include cost records in their books of account and get its cost accounting records audited by a Cost Accountant and submit a compliance at22,CamacStreet,3 report in the prescribed form. is partofM/s.S.R.Batliboi&Affiliates network of

The Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company

Secretaries of India and notified by MCA.

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

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

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

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons of the Company and their immediate relatives and to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under SEBI(Prohibition of Insider Trading) Regulations, 2015. The Company has put in place a mechanism for monitoring the trades done by designated persons of the Company and their immediate relatives as well as generation of system based disclosures in line with the Code of Conduct on Insider Trading. The details of dealing in the Company's shares by designated persons are placed before the Audit Committee for information on a quarterly basis. The Code of Conduct has been made available on the Company's website at https://metrobrands.com/wp-content/ uploads/2024/07/InsiderTradingPolicy.pdf

The Company has adopted a Whistle Blower Policy and established the necessary vigil mechanism for Directors and employees in confirmation with Section 177(9) of the Act and

Regulation 22 of the Listing Regulations, to report concerns about unethical behavior, or actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and regulatory requirements, retaliation against the directors and employees, and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company or violation of the Company's Code of Conduct or Ethics Policy.

The Policy implemented by the Company aims to protect employees and directors from any form of victimization when they raise concerns about potential violations of legal or regulatory requirements, as well as any instances of incorrect or misrepresented financial statements and reports.

It ensures adequate safeguards are in place for those who come forward with such concerns.

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

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

The details of this Policy are explained in the Corporate Governance Report which forms a part of this Annual

Report and available at the website of the Company at https://metrobrands.com/wp-content/uploads/2024/07/ WhistleBlowerPolicy.pdf

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

Pursuant to Section 134 of the Act, the Board of Directors of your Company confirms that, a) in the preparation of the annual accounts for the FY ended March 31, 2024, the applicable accounting standards have been followed. b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on March 31, 2024 and of the profits of your Company for the FY ended March 31, 2024. c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) the Directors have prepared the annual accounts for the FY ended March 31, 2024 on a "going concern" basis. e) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

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

Annexure - 6. effectiveness

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

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

Pursuant to Regulation 34(3) read with Schedule V of the

Listing Regulations a report on Corporate Governance along with a Certificate compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and is given in

Annexure – 7.

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

The Directors state that no disclosure or reporting is required in respect to the following items, as there were no transactions/ matters on these items during the FY under review: i. There was no change in the nature of business of the Company during the FY ended March 31, 2024. ii. There was no issue of equity shares with rights as to dividend, voting or otherwise, issue of sweat equity shares and buyback of shares. iii. Neither the Managing Director nor the Whole-time Director of your Company received any remuneration or commission from any of its subsidiaries. iv. There was no one time settlement done with any bank or material orders which were passed or financial institution. v. No proceedings are filed by the Company nor are pending against the Company under the Insolvency and Bankruptcy Code, 2016. vi. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

7. ACKNOWLEDGEMENT

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

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