Shareholders meeting

Date: September 23, 2026 The Manager The Manager Listing Department Listing Department BSE Limited, National Stock Exchange of India Limited, Phiroze JeeJeeBhoy Towers, “Exchange Plaza”, 5th Floor, Plot No. C/1, Dalal Street, Mumbai – 400001 (E) G Block, Bandra – Kurla Complex, Bandra Maharashtra, India Mumbai-400051, Maharashtra, India Scrip code: 543426 Symbol: METROBRAND Subject: Transcript of 49th Annual General Meeting of Metro Brands Limited Dear Sir/Madam, Please find enclosed the transcript of the 49th Annual General Meeting of the Company held on Wednesday, September 16, 2026 at 3:00 p.m. IST. The same is also available on the Company’s website at www.metrobrands.com. This is for your information and records. Yours faithfully, For Metro Brands Limited, Deepa Sood Chief Legal Officer, Company Secretary & Compliance Officer Membership No: 16019 49TH ANNUAL GENERAL MEETING METRO BRANDS LIMITED HELD ON WEDNESDAY, SEPTEMBER 16, 2026, 3:00 P.M. THROUGH VIDEO CONFERENCING (VC) / OTHER AUDIO-VISUAL MEANS (OAVM) Disclaimer: This is a memorandum of the proceedings of the 49th Annual General Meeting of Metro Brands Limited held on Wednesday, September 16, 2026, at 3:00 p.m. While we have made our best attempt to prepare a verbatim transcript of the proceedings of the meeting, some part in may not be a word-to- word reproduction. Rafique Malik: Good afternoon, everyone. On behalf of the Board of Directors and the management of Metro Brands Limited, I pleased to extend a warm welcome to you all at the 49th Annual General Meeting of your Company. I am Rafique Malik, Chairman of your Company. I am attending this meeting from Mumbai through video conferencing. Today is Wednesday, September 16, 2026, and the meeting commenced at 3:00 PM. The quorum being present, I call this meeting to order. I now request Deepa to introduce the Directors and Invitees and explain the general instructions regarding participation and voting at this meeting. Deepa Sood: Thank you, sir. Good afternoon, everyone. I am Deepa Sood, Chief Legal O(cid:431)icer, Company Secretary and Compliance O(cid:431)icer of Metro Brands Limited, joining this meeting from Mumbai. This meeting is being held through video conferencing without physical presence of the members at a common venue in compliance with the provisions of the Companies Act 2013, Secretarial Standards, MCA, and SEBI circulars. We have made all e(cid:431)orts to enable the shareholders to participate through video conference and vote at the AGM in a seamless manner. Participation of members through video conference is being reckoned for the purpose of quorum under Section 103 of the Companies Act 2013 as per the circulars issued by MCA. Your Company has engaged NSDL to provide the facility for voting through remote e-voting and e-voting during the AGM and participation in the AGM through video conference. During the AGM, if you face any technical issues, you may contact the helpline number of NSDL at 022-48867000. This is also mentioned in the notice of the AGM. I would like to inform you all that the facility to join this meeting was open 15 minutes before the time scheduled for this meeting and shall be kept open for 30 minutes after the scheduled time of the meeting for e-voting. Since this AGM is being held through video conference, the facility to appoint proxy to attend is not available. However, the body corporates were entitled to appoint authorized representatives to attend the AGM through video conference or other audio-visual means and participate and cast their votes through e-voting. The statutory registers and other documents as required under the Companies Act 2013 and mentioned in the notice of the AGM are kept open and accessible for electronic inspection during the continuation of the meeting. Now I would like to introduce other directors, KMPs, Auditors, and Scrutinizers present at the meeting. We have with us, Ms. Farah Malik Bhanji, Managing Director of the Company, Chairperson of the Corporate Social Responsibility and Sustainability Committee, Share Allotment and Transfer Committee, and member of Audit Committee, Stakeholders Relationship Committee, and Investment Committee, joining from Mumbai; Mr. Iqbal Dossani, Whole-time Director of the Company and member of Stakeholders Relationship Committee, joining from Mumbai; Ms. Alisha Malik, Whole-time Director of the Company, joining from Mumbai; Mr. Vikas Khemani, Independent Director of the Company, Chairperson of Audit Committee, Risk Management Committee, and member of Investment Committee, joining from Mumbai; Mr. Bhaskar Bhat, Independent Director of the Company, Chairperson of Nomination, Remuneration, and Compensation Committee, and member of Audit Committee, joining from Bangalore; Ms. Radhika Piramal, Independent Director of the Company, Chairperson of Stakeholders Relationship Committee, and member of Corporate Social Responsibility and Sustainability Committee, joining from Mumbai; Mr. Mithun Sacheti, Independent Director of the Company and member of Audit Committee, Nomination, Remuneration, and Compensation Committee, and Share Allotment and Transfer Committee, joining from Hong Kong; Mr. Utpal Sheth, Non-Executive Nominee Director of the Company, Chairperson of Investment Committee, and member of Risk Management Committee and Share Allotment and Transfer Committee, joining from Delhi; Mr. Sonny Iqbal, Independent Director of the Company and member of Nomination, Remuneration, and Compensation Committee and Corporate Social Responsibility and Sustainability Committee, joining from Delhi. We also have with us: Mr. Nissan Joseph, Chief Executive O(cid:431)icer of our Company, member of Share Allotment and Transfer Committee, who has joined from Mumbai; Mr. Kaushal Parekh, our Chief Financial O(cid:431)icer, member of Risk Management Committee, who has joined from Mumbai; Mr. Mohit Dhanjal, our Chief Operating O(cid:431)icer, who has joined from Mumbai. The representatives of Statutory Auditors from M/s. SRBC & CO LLP, Mr. Firoz Pradhan and Ms. Mansi Doshi, and the Secretarial Auditor, Mr. A. Sekar, have also joined the meeting. The representatives of scrutinizer of the meeting from M/s. Mehta & Mehta, Ms. Ashwini Inamdar and Ms. Alifiya Sapatwala, practicing company secretaries, have also joined us at the meeting. With this, I will now hand over the proceedings of the meeting to Ms. Bhanji. Farah Malik Bhanji: Thank you, Deepa. Dear shareholders, it is with great pleasure that I present to you the 49th Annual Report of Metro Brands Limited for the financial year 2025-26. I warmly welcome each and every one of you, and I extend my heartfelt thanks for the trust and belief you continue to place with us. As we reflect on this year, I want to start by addressing the industry's broader landscape. India's footwear industry continues to be on a resilient growth path across both metros and emerging markets. The growing demand for fashion, comfort, and sports and athleisure, coupled with the expansion of organized and omnichannel retail, is creating opportunities for the industry. Financial year 2025-26 demonstrated the resilience of our business and the strength of our execution. Consolidated revenue from operations for the year grew by 14.2% to INR2,864 crores. The year began at a measured pace with the early monsoon a(cid:431)ecting consumer movement in some of our key markets. Thereafter, footfalls improved, supported by stronger festive and wedding season demand, and the positive impact of GST reductions on consumer sentiment. The gradual strengthening of the business was reflected in our quarterly performance, with revenue growth progressing from 9% in quarter one, to 11% in quarter two, 15% in quarter three, and 20% in quarter four. Even as we widen our network, portfolios, and capabilities, financial discipline remains central to how we operate. EBITDA increased by 14.5% to INR869 crores, and profit after tax rose by 17.3% to INR416 crores. E [Showing first 8,000 characters — download PDF for full document]