metro BRANDS Date : August 04 , 2026 To , The Manager Listing Department BSE Limited , Phiroze JeeJeeBhoy Towers , Dalal Street , Mumbai - 400001 Maharashtra , India Scrip code : 543426 To , The Manager Listing Department National Stock Exchange of India Ltd , Exchange Plaza , 5th Floor , Plot No. C / 1 , G Block , Bandra Kurla Complex , Bandra ( East ) , Mumbai - 400051 Symbol : METROBRAND Subject : Outcome of Board Meeting held on Tuesday , August 04 , 2026 Dear Sir / Madam , Pursuant to provisions of Regulation 30 and 33 and other applicable provisions of the Securities and Exchange Board of India ( " SEBI ” ) ( Listing Obligations and Disclosure Requirements ) Regulations , 2015 ( “ Listing Regulations " ) , we would like to inform you that the Board of Directors of the Company at its Meeting held today i.e. , on Tuesday , August 04 , 2026 , which commenced at 3:00 p.m. and concluded at 5:43 p.m. have inter alia , considered , approved and taken on record the following : 1. Unaudited Financial Results ( Standalone and Consolidated ) of the Company for the quarter ended June 30 , 2026 , along with Limited Review Report thereon issued by the Statutory Auditors of the Company . ( Annexure I ) ; 2. Convening of 49th Annual General Meeting ( " AGM " ) of the Company on Wednesday , September 16 , 2026 , at 3:00 P.M. through Video Conferencing / Other Audio - Visual Means in accordance with the relevant circulars issued by Ministry of Corporate Affairs and SEBI , along with the draft Notice of AGM . 3. Friday , September 04 , 2026 , as the " Record Date " for the purpose of ascertaining the eligibility of Shareholders for payment of Final Dividend for the Financial Year 2025-26 . The Final Dividend , if declared , will be paid within a statutory period of 30 days from the date of AGM . METRO BRANDS LIMITED Registered Office : 401 , Zillion , 4th Floor , LBS Marg & CST Road Junction , Kurla ( W ) , Mumbai - 400070 . Tel : +91 22 6656 0444 Email : info@metrobrands.com Website : www.metrobrands.com CIN : L19200MH1977PLC019449 ISO 9001 : 2015 Company
Further, Wednesday, September 09, 2026, shall be the “cut-off date” for the purpose of determining the eligibility of Shareholders to vote on the Resolutions as set forth in the AGM Notice. 4. Completion of second term of five (5) years by Mr. Arvind Kumar Singhal (DIN: 00709084) as Independent Director of the Company on August 10, 2026. Consequently, he will cease to be Independent Director of the Company with the effect from the close of busin ess hours on August 10, 2026. 5. Based on the recommendation of the Nomination, Remuneration and Compensation Committee (“ NRC Committee”), a ppointment of Mr. Sonny Iqbal (DIN: 02962053) as Additional Director in the capacity of Non-Executive Independent Director, with effect from August 05, 2026, for a period of five (5) years, subject to the approval of shareholders in the ensuing AGM. 6. Based on the recommendation of the NRC Committee, re-appointment of Ms. Farah Malik Bhanji (DIN: 00530676) Managing Director of the Company, for a period of five (5) years, w.e.f. April 01, 2027, subject to the approval of shareholders in the ensuing AGM. 7. Further, the Board in the aforesaid meeting ha s, inter alia, considered and approved the following matters which will be sent to the shareholders of the Company for their approval in the ensuing AGM: i. Amendment in ‘METRO Stock Option Plan 2008’ (“ESOP 2008”). ii. Approval of ‘Metro Brands Limited - Employee Stock Option Scheme 2026’ (“ESOS 2026”). iii. Approval for grant of options under employee stock options to the employees of the subsidiary company of the Company under ESOP 2008 and ESOS 2026’. iv. Approval for secondary acquisition of shares through Trust route for the implementation of ESOP 2008 and ESOS 2026’ v. Approval for provision of money by the Company for purchase of its own Shares by the Metro Brands ESOP Trust under the ESOP 2008 and ESOS 2026’ Details with respect to Regulation 30 read with Schedule Ill of the Listing Regulations, SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, for Items 4-6 is set out in Annexure II and for Item 7 is set out in Annexure III.
The Financial Results will be published in the newspaper in terms of Regulation 47(1) (b) of Listing Regulations in due course and are being uploaded on the website of BSE Limited and National Stock Exchange of India Limited and on the website of the Company at www.metrobrands.com. We request you to take the above information on record. Thanking You, Yours faithfully, For and on behalf of Metro Brands Limited, Deepa Sood Chief Legal Officer, Company Secretary & Compliance Officer Membership No: 16019
S R BC & COLLP Chartered Accountants 12th Floor, The Ruby 29 Ser.apali Bapat Marg Dadar ( West) Mumbai - 400 02B, India Tel: +9122 6819 8000 Independent Auditor's Review Report on the Quarterly Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended Review Report to The Board of Directors Metro Brands Limited 1. We have reviewed the accompanying statement of unaudited standalone financial results of Metro Brands Limited (the "Company") for the quarter ended June 30, 2026 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). 2. The Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting pri nciples generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, prlmarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A revlew is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit oplnion. 4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('I nd AS') specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. For SR BC & CO LLP Chartered Accountants ICAI Firm registration number: 324982E/E300003 per Firoz Pradhan Partner Membership No.: 109360 UDIN: 26109360AQCMUW9942 Place: Mumbai Date: August 04, 2026 SR l\ C & CO LLP.a Limited Llablllly Partn•~hip ,.;tt, LLP Identity No. AAB·431B R,qd. Office: 22, Comae s1 .... 1, BIO<~ '6', 3rd Floor, Kolkala·700 016 Annexure I
Sr. No. I II 111 IV V VI VII VIII IX METRO BRANDS LIMITED CIN No.: L19200MH1977PLC019449 Registered offi,e : 401, Zillion. 4th Floor, lBS Marg, & CST Road Junction, Kurla (West), Mumbai -400 070 Statement of Unaudited Standalone flnanclal results for the quarter ended June 30, 2026 Particulars Income (a) Revenue from, operations (b) Other Income Total Income Expenses (a) Purchases of stock-in-trade (bl Changes in jnventories of stock in trade (c) Employee benefits expense (d) Finance costs (el Depreciation and amortization expenses (f) Other expenses Total Expenses Profit before tax for the period/year (I - II l Tax expense (a) Current tax (b) Deferred tax (credit) (c) Tax In respect of prior year Current tax Deferred tax Total tax expense Profit after tax for the period/year (Ill-IV) Other Comprehensive lncome/(loss) for the period/year (a) Items that will not be reclassified to profit or loss: Gain/(LossJ on remeasurernents of the defined benefit plans Income tax relating to items that will not be reclassified to profit or loss (b) Items that will be reclasslfied to profit or loss: - (loss) arising on fair valuation of quoted investments in bonds Income tax relating to items that will be reclsssified to profit or loss Total comprehensive income for the period/year (V + VI) Paid-up equity share capital (Face value of" 5 each) Other equity Earnings per equity share (Face value of" 5 each) (Basic and Oiluted) • Basic (In "l Diluted (In 'I!) • Basic and Diluted earnings per share for all the periods, except for year ended March 31, 2026 are not annualized. SIGNED FOR IDENTIFICATI W" BY SR BC & CO LLP MUMBAI Quarter ended Quaner ended June 30, 2026 March 31, 2026 (Refer note 4) Unaudited Audited 701.62 756.92 25.78 30.85 727.40 787.77 318.34 321.02 (35.45) (2.68) 72.04 70.36 29.61 29.01 84.80 83.67 136.06 133.84 605.40 635.22 122.00 152.55 33.30 40.24 (2.67) (2.26) - - - - 30.63 37.98 91.37 114.57 0.81 0.09 1.17 0.18 (0.30) (0.04) (0.06) (0.05) - - 92.18 114.66 136.28 136.27 3.35 4.21 3.34 4.20 Quaner ended June 30, 2025 unaudited 615.09 27.94 643.03 301.55 (53.52) 59.47 23.67 68.67 114.60 514.44 128.59 34.70 (2.40) (0.33) - 31.97 96.62 (0.05) - - (0.05) - 96.57 136.14 3.55 3.54 metro B~AND S st in Crores Year ended March 31, 2026 Audited 2,797.16 100.20 2,897.36 1,385.41 (214.69) 266.41 110.90 310.34 505.93 2,364.30 533.06 141.28 (B-30) (0.41) - 132.S7 400.49 (0.34) (0.16) 0.04 (0.22) - 400.15 136.27 1,816.62 14.70 14.67
METRO BRANDS LIMITED , Notes to the Statement of Unaudited Standalone Financial Results for the quarter ended June 30, 2026 metro BRANDS 1 The above results have been prepared in accordance with the Indian Accounting Standard (Ind AS) - 34 "Interim Financial Reporting" as prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended. The unaudited standalone financial results have been reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on August 04, 2026. The statutory audito rs of the Company have carried out a limited review of the standalone financial results for the quarter ended June 30, 2026 and have issued an unmodified conclusion. 2 During the quarter ended June 30, 2026, the Company has granted 1,02,993 Employee Stock Options to eligible employees under Employee Stock Options Plan 2008 (ESOP 2008) (For the quarter ended March 31, 2026 - 31,883; For the quarter ended June 30, 2025 - 60,453; Previous year ended March 31, 2026 - 2,52,282) and 8,770 Employee Stock Options have been exercised during the quarter ended June 30, 2026 (For the quarter ended March 31, 2026 - 97,330 ; For the quarter ended June 30, 2025 - 34,729 ; Previous year ended March 31, 2026 - 3,00, 751). 3 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 report ing segment, Further, there is no geographical segment to be reported since all the operations are undertaken in India. 4 The figures for the quarter ended March 31, 2026 are the balancing figures between the audited figures with respect to full financial year and the published unaudited year to date figures upto the third quarter ended December 31, 2025, which were subjected to limited review. Place: Mumbai Date : August 04, 2026 SIGT\IEO FOR IDENTIFtCATJOI\J BY ~ , SR BC & CO LLP MUMBAI For and on behalf of the Board of Directors Me~ed Farah Malikz Managing Director
S R B C & CO LLP Chertered Accountants 12th Floor, The Ruby 29 Sena pati Bapat Marg Dadar C West) Mumbai • 400 028, India Tel : +91 22 6819 8000 Independent Auditor's Review Report on the Quarterly Unaudited Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended Review Report to The Board of Directors Metro Brands Limited 1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of Metro Brands Limited (the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group"), its joint ventures for the quarter ended June 30, 2026 (the "Statement") attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"), 2. The Holding Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounti ng Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Holding Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We also performed procedures in accordance with the Master Circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable. 4. The Statement includes the results of the following entities: a. Metro Brands Limited, Holding Company b. Metmill Footwear Private Limited, Subsidiary Company c. Metro Athleisure Limited, Subsidiary Company d. M. V. Shoe Care Private Limited, Joint Venture Company. 5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed. or that it contains any material misstatement. SR B C & CO LLP, a Limited Liability Partnership with LLP Identity No~ AAB-4318 Reqd. OU.ce; 22, CamM Slre-et. Block 'B". 3rd floor, l<olkatao-700 016
S R BC & COLLP Chartered Accountants 6. The accompanying Statement includes the unaudited interim financial results and other financial information, in respect of: • One subsidiary, whose unaudited interim financial results include total revenues of Rs. 18.7 4 crores, total net profit after tax of Rs. 3.00 crores and total comprehensive income of Rs. 3.00 crores for the quarter ended June 30, 2026 as considered in the Statement which have been reviewed by its independent auditor. • One joint venture, whose unaudited interim financial results include Group's share of net profit of Rs. 0.38 crores and Group's share of total comprehensive income of Rs. 0.38 crores for the quarter ended June 30, 2026, as considered in the Statement whose interim financial results and other financial information have been reviewed by its independent auditor. The independent auditor's reports on interim financial results of these entities have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of the subsidiary and joint venture is based solely on the report of such auditors and procedures performed by us as stated in paragraph 3 above. 7. The accompanying Statement includes unaudited interim financial results and other unaudited financial information in respect of one subsidiary, whose interim financial results and other financial information reflect total revenues of Rs 2.22 crores, total net profit after tax of Rs. 0. 77 crores and total comprehensive income of Rs. 0.77 crores for the quarter ended June 30, 2026. The unaudited interim financial results and other unaudited financial information of this subsidiary have not been reviewed by their auditor and have been approved and furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the affairs of this subsidiary, is based solely on such unaudited interim financial results and other unaudited financial information. According to the information and explanations given to us by the Management, these interim financial results are not material to the Group. Our conclusion on the Statement in respect of matters stated in para 6 and 7 above is not modified with respect to our reliance on the work done and the reports of t he ot her auditors and the financial results certified by the Management. For S R 8 C & CO LLP Chartered Accountants ICAI Firm registration number: 324982E/E300003 per Firoz Pradhan Partner Membership No.: 109360 UDIN: 26109360XVRREW1134 Place: Mumbai Date; August 04, 2026
METRO BRANDS LIMITED CIN No.: 119200MH1977PLC019449 metro Resistered office : 401, "Zillion, 4th ~loor, L85 Marg, & CST Road Junction, Kurla (West), Mumbai - 400 070 BRANDS Statement of Unaudited Consolidated financial results for the quarter ended June 30, 2026 "'inCrores Quarter ended Quarter ended March Quart er ended Year ended Sr. Partlculars June 30, 2026 31, 2026 June 30, 2025 March 31, 2026 No. (Refer note 4) Unaudited Audited Unaudited Audited I Income (a) Revenue from operations 720.36 772.98 628.24 2,863.63 (bl Other Income 26.31 31.35 28.58 104.22 Total Income 746.67 804.33 6S6.82 2,967.85 II Expenses (a) Purchases of stock-in-trade 324.23 328.78 308.90 1,424.17 (bl Changes in inventories of stock in trade (32.30) (2.43) (53.37) 1219.05) [cl Employee benefits expense 75.89 73.59 62.96 279.83 (d) Finance costs 29.62 29.01 23.68 110.94 (e) Depreciation and amortization expenses 84.97 83.83 68.84 311.D1 (f) Other expenses 137.89 135.15 115.85 511.24 Total Expenses 620.30 647.93 526.86 2,418.14 Ill Profit before share of profit of a joint venture (1-11) 126.37 156.40 129.96 549.71 IV 5hare of profit of a Joint venture (net of tax) 0.38 0.20 0.86 1.54 V Profit before tax for the period/year (I II+ IV) 126.75 156.60 130.82 551.25 VI Tax expense (a) Current tax 34.25 41.06 34.76 144.52 (b) Deferred tax (Credit) (2.76) (2.21) (2.41) (8.77) (c) Tax in respect of prior year Current tax - 0.02 (0.33) (0.39) Deferred tax - - Total tax expense 31.49 38.87 32.02 135.36 VII Profit after tax for the period/year (V-VI) 95.26 117.73 98.80 415.89 VIII Other comprehensive i ncome/(loss) for the period/year 0.81 0.05 (0.05) (0.38) (al Items that will not be reclassified to profit or loss - Gain/(Loss) on remeasurements of the defined benefit plans (i) Group 1.17 0.12 (0.22) (ii) Share in Joint venture - - - - Income tax relating to items that will not be reclassified to profit or loss (0.30) (0,02) 0.06 (bl Items that will be reclassified to profit or loss (Loss) arising on fair valuation of Quoted investments in bonds 10.06] (0.05) (0.0S) (0.22) - Income tax relating to items that will be reclassified to profit or loss - - IX Total comprehensive income for the period/year (Vll+VIII) 96.07 117.78 98.75 415.51 X Profit after tax for the period/year 95.26 117.73 98.80 415.89 Attributable to: Equiry holders of the Parent 93.79 116.61 98.51 411.17 Non-Controlllng Interest 1.47 1.12 0.29 4.72 XI Total comprehensive income for the period/year 96.07 117.78 98.75 415.51 Attributable to : Equity holders of the Parent 94.60 116.68 98.46 410.81 Non-Controlllng Interest 1.47 1.10 0.29 4.70 XII Paid-up equity share capita I (Face value of"! s each) 136.28 136.27 136.14 136.27 XIII Other equity 1,856.88 Earnings per equity share (of" S each) (Basic and Diluted) • Basic 3.44 4.28 3.62 15,10 Diluted 3.43 4.27 l.61 15.06 • Basic and Diluted earnings per share for all periods, except for year ended March 31, Z026 are not annualized. <:: ll'.:1\11::n c:no 1n c11_1T1c1,-. IT 1na ' - -; ~ ~<?-A_.!:!.P&~ BY ~ rr~ <i ' l\: i )~ I I s R B C & ''-. v I co LLP \ • -- ·Ir I ' 1 __ , __ ___ M_U;._M_B:;...;A...;.l'----- -J r .,,
METRO BRANDS LIMITED metro Notes to the Statement of Unaudited Consolidated finandal results for the quarter ended June 30, 2026 BRANDS 1 The above results have been prepared in accordance with the Indian Accounting Standard (Ind AS) 34 - "Interim Financial Reporting" as prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Account ing Standards) Rules, 2015, as amended. The unaudited consolidated financial results have been reviewed by the Audit Committe e and approved by the Board of Directors at their meeting held on August 04, 2026.The statutory auditors of the Parent have carried out a limited review of the consolidated financial results for the quarter ended June 30, 2026 and have issued an unmodified conclusion. 2 During the quarter ended June 30, 2026, the Company has granted 1,02,993 Employee Stock Options to eligible employees under Employee Stock Options Plan 2008 (ESOP 2008) (For the quarter ended March 31, 2026 - 31,883 ; For the quarter ended June 30, 2025 - 60,453; Previous year ended March 31, 2026 - 2,52,282) and 8,770 Employee Stock Options have been exercised during the quarter ended June 30, 2026 (For the quarter ended March 31, 2026 - 97,330 ; For the quarter ended June 30, 2025 - 34,729 ; Previous year ended March 31, 2026 - 3,00,751). 3 The Group'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. 4 The figures for the quarter ended March 31, 2026 are the balancing figures between the audited figures with respect to full financial year and the published unaudited year to date figures upto the third quarter ended December 31, 2025, which were subjected to limited review. Place: Mumbai Date : August 04, 2026 SIGNI FOR IDENTIFICATION ' BY , S R C & CO LLP MUMBAI For and an behalf of the Board of Directors Metro Brands limited ~ Farah Malik ~i Managing 6irector
Annexure II Sr. No. Particulars Details of Mr. Arvind Kumar Singhal Details of Mr. Sonny Iqbal Details of Ms. Farah Malik Bhanji 1. Reason for Change viz appointment, Resignation, removal, death or otherwise Cessation due to completion of second term of five (5) years of Mr. Arvind Kumar Singhal (DIN: 00709084) as Independent Director of the Company. Appointment of Mr. Sonny Iqbal (DIN: 02962053) as an Additional Director (in the capacity of Non - Executive Independent Director). Re-appointment of Ms. Farah Malik Bhanji (DIN: 00530676) as a Managing Director. 2. Date of appointment/cessatio n (as applicable) & term of appointment Date of Cessation: Close of business hours on August 10, 2026. Effective Date of appointment: August 05, 2026. Term of appointment: Five (5) years with effect from August 05, 2026, subject to the approval of shareholders. Effective Date of appointment: April 01, 2027. Term of appointment: Five (5) years with effect from April 01, 2027, subject to the approval of shareholders. 3. Brief profile (in case of appointment) Not Applicable Mr. Sonny Iqbal is a global expert in leadership development, organization consulting, and family enterprise advisory, advising businesses across India and internationally. He spent 27 years at Egon Zehnder, where he helped establish the firm's offices in New Delhi, Bengaluru, and Mumbai, and continues his association with the firm as a Senior Advisor. He is also a Senior Advisor at ChrysCapital, one of India's largest and mo st established private equity Ms. Farah Malik Bhanji is the Managing Director on Board of the Company. She commenced her journey with the Company in 2000, navigating through diverse roles and responsibilities to ascend to the position of managing director. A distinguished alumnus of th e University of Texas at Austin, her commitment to continuous learning is evident through her attendance at the Owner/President Program at the prestigious Harvard Graduate School of Business. With over two decades of
Sr. No. Particulars Details of Mr. Arvind Kumar Singhal Details of Mr. Sonny Iqbal Details of Ms. Farah Malik Bhanji firms. Mr. Iqbal advises listed and family -owned enterprises on governance, succession planning, professionalization, and conflict resolution, and coaches senior leaders on organizational and personal transformation. At Egon Zehnder, Mr. Iqbal co-founded and co-led the firm's global Family Business Advisory Practice, guiding multigenerational enterprises through succession, founder transition, governance structures, and professionalization. His work with the practice h as been published in several papers, including six articles in the Harvard Business Review. He also served as Chair of the firm's Partner Candidate Evaluation Group and as a member of its Nomination Committee. Prior to Egon Zehnder, Mr. Iqbal held key positions with the Oberoi Group across India, the United Kingdom, and the Middle East, and managed the financial and travel invaluable experience in the field of retail, Ms. Bhanji has emerged as a visionary force in reshaping the Company for the new age. Armed with formidable business acumen, an attention to detail, and a keen eye for fashion, Mrs. Bhanji has spearheaded the Company into the era of modern retailing. Her resolute focus on technological advancement, data -driven decision-making, and pioneering adoption of AI technologies echoes not just as a strategy but a drive for excellence. Her strategic leadership has solidified relationships with the Company’s extensive 250+ vendor base, instrumental in expanding the store network from 100 in 2010 to an impressive 1000+ stores across India. She has also fostered an environment conducive to the professional advancement of its employees.
Sr. No. Particulars Details of Mr. Arvind Kumar Singhal Details of Mr. Sonny Iqbal Details of Ms. Farah Malik Bhanji services business of American Express in India. Mr. Iqbal serves on the Advisory Boards of Pratham Education Foundation and India Leaders for Social Sector (ILSS). Mr. Iqbal holds a BA (Hons) from St. Stephen's College, University of Delhi; an MBA in Marketing from the University of Surrey, UK; and a Postgraduate Diploma from the Oberoi Centre for Learning and Development. 4. Disclosure of relationships between directors (in case of appointment of a director) Not Applicable Mr. Sonny Iqbal in not related to any Director of the Company and satisfies the criteria of independence prescribed under the Companies Act, 2013, and SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015. Ms. Farah Malik Bhanji, Managing Director of the Company is the daughter of Mr. Rafique Abdul Malik, Chairman of the Company and sister of Ms. Alisha Malik, Whole -Time Director 5. Information as required under Circular No. LIST/COMP/14/2018- 19 and NSE/CML/2018/24 dated June 20, 2018 issued by the BSE and NSE, respectively Not Applicable We hereby confirm that Mr. Sonny Iqbal is not debarred from holding the office of Director by virtue of any Order passed by SEBI or any other such authority. We hereby confirm that Ms. Farah malik Bhanji is not debarred from holding the office of Director by virtue of any Order passed by SEBI or any other such authority.
Annexure III S. No. Particulars Metro Brands Limited – Employee Stock Option Scheme 2026 (“ESOS 2026”) 1. Brief details of options granted 54,50,000 (Fifty-Four Lakhs Fifty Thousand) Options to be granted to the eligible employees as determined by the NRC Committee subject to the shareholders’ approval. 2. Whether the scheme is in terms of SEBI (SBEB) Regulations, 2021 (if applicable) The scheme is in compliance with SEBI (SBEB) Regulations, 2021. 3. Total number of shares covered by these options 54,50,000 (Fifty-Four Lakhs Fifty Thousand) Equity Shares 4. Pricing formula The Exercise Price per Option shall be equivalent to fifty percent (50%) of the Volume-Weighted Average Price (VWAP) for the previous quarter in which the Option is granted. However, the Exercise Price per Option shall not be less than the face value of the equity share of the Company.The specific Exercise Price shall be intimated to the Option Grantee in the Grant letter at the time of Grant. The employee shall also be liable to pay the Company an amount equivalent to the value of the perquisite tax payable in accordance with the provisions of the Income Tax Act, 1961 and other applicable laws (if any) at the relevant time. 5. Options vested Not applicable at this stage. 6. Time within which option may be exercised The Exercise Period for Vested Options shall be maximum of four (4) years commencing from the date of each vesting or such other period as may be prescribed by the NRC Committee at the time of Grant. 7. Options exercised Not applicable at this stage 8. Money realized by exercise of options Not applicable at this stage 9. Total number of shares arising as a result of exercise of option Not applicable at this stage 10. Options lapsed Not applicable at this stage 11. Variation of terms of Not applicable at this stage
S. No. Particulars Metro Brands Limited – Employee Stock Option Scheme 2026 (“ESOS 2026”) options 12. Brief details of significant terms The Options granted under the Scheme would Vest not earlier than the minimum Vesting Period of One (1) year and not later than the maximum Vesting Period of Three (3) years from the Grant Date. The NRC Committee, subject to minimum and maximum ceiling of vesting period shall have the power to prescribe the vesting schedule for a particular Grant. Options to the eligible Employees can be given in one or more tranches, from time to time, which in aggregate exercisable into not more than equity shares referred at serial no. 1 above. All the Equity Shares reserved under the Scheme shall be acquired by primary issuance or secondary acquisition, as may be required. The Scheme shall be applicable to the Company (including any successor company thereof) and its Employees including the Subsidiary and associates, in India or outside India, or of a holding company of the Company and their employees/directors. The Scheme will be overseen by the NRC Committee of the Company, which will handle all related responsibilities, including any powers or duties delegated by the Board as per applicable law. The Scheme shall be administered by the Trust to the extent aspects of such administration are delegated by the NRC Committee as per the requirements of Applicable Laws. 13. Subsequent changes or cancellation or exercise of such options Not applicable at this stage. 14. Diluted earnings per share pursuant to issue of equity shares on exercise of options Not applicable at this stage.
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