Notice of 49th Annual General Meeting of the Company to be held on Wednesday, September 16, 2026, at 3:00 p.m. IST through VC/OAVM.

Date: August 24, 2026 To, To, The Manager The Manager Listing Department Listing Department BSE Limited, National Stock Exchange of India Ltd, Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, Dalal Street, Mumbai – 400001 G Block, Bandra Kurla Complex, Bandra (East), Maharashtra, India Mumbai – 400051 Scrip code: 543426 Symbol: METROBRAND Sub: Regulation 34(1) read with Regulation 30 - Disclosure under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) - Notice of the 49th Annual General Meeting (“AGM”) of Metro Brands Limited (“Company”) Dear Sir/Madam, This is to inform that the 49th AGM of the Company is scheduled to be held on Wednesday, September 16, 2026 at 03:00 P.M. (IST) through Video Conferencing/Other Audio Visual Means (“VC/OAVM”) in compliance with the applicable provisions of the Companies Act, 2013 read with the rules made thereunder and the Listing Regulations and various circulars issued there under. Pursuant to Regulation 30 of Listing Regulations, we are enclosing herewith the Notice of the 49th AGM of the Company. The said Notice is also uploaded on the Company’s website at www.metrobrands.com. We request you to take the same on record. Thanking you, Yours Faithfully, For Metro Brands Limited D eepa Sood Chief Legal Officer, Company Secretary & Compliance Officer Membership No. 16019 Encl: As Above Notice NOTICE is hereby given that the 49th Annual General Meeting and is hereby accorded for the re-appointment of Ms. Farah (“AGM”) of Metro Brands Limited (the “Company”) will be held on Malik Bhanji (DIN: 00530676) as Managing Director of the Wednesday, September 16, 2026, at 3:00 P.M. through Video Company for a period of five (5) years with effect from April Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), 01, 2027 up to March 31, 2032, liable to retire by rotation, to transact the following matters and if thought fit, to pass the on the terms and conditions, including remuneration, not following resolutions. The venue of the meeting shall be deemed exceeding `10,00,00,000/- (Rupees Ten Crore only) per to be the Registered Office of the Company at 401, Zillion, 4th Floor, annum, comprising such components as may be determined LBS Marg & CST Road Junction, Kurla (West), Mumbai – 400070. by the Board from time to time, including but not limited to basic salary, allowances, performance-linked incentive, This notice of meeting is given pursuant to Section 101 of the annual variable pay/performance bonus, commission, special Companies Act, 2013 (including any statutory modification(s) or allowance, long-term incentive, retention bonus, ex-gratia, re-enactment(s) thereof for the time being in force) and the rules perquisites, retirement benefits, contributions to provident made thereunder in accordance with the Articles of Association of fund, superannuation fund and gratuity, leave encashment, the Company. medical and other insurance benefits, club membership, car and communication facilities, reimbursements and I. ORDINARY BUSINESS: such other allowances, benefits, incentives, facilities or 1. To receive, consider and adopt- perquisites as may be permissible under applicable law a) T he audited standalone financial statements of the and the Company’s policies; and such remuneration may Company for the Financial Year ended March 31, 2026, be reviewed annually by the Nomination Remuneration and together with the reports of the Board of Directors and Compensation Committee (“NRC Committee”) and the Board within the aforementioned limit based on her individual the Auditors thereon; and performance and the performance of the Company, and such other relevant factors as the Board/NRC Committee may b) The audited consolidated financial statements of the deem appropriate. Company for the Financial Year ended March 31, 2026, together with the Report of the Auditors thereon. RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the tenure of her 2. T o confirm payment of Interim Dividend of ` 3/- per Equity appointment, Ms. Farah Malik Bhanji shall be entitled to Share of ` 5/- each already paid and to consider and declare receive remuneration, including perquisites and other Final Dividend of ` 3/- per Equity Share of ` 5/- each for the benefits, within the overall limits approved by the Members Financial Year ended March 31, 2026. hereinabove, as minimum remuneration, subject to the applicable provisions of the Act and Schedule V thereto. 3. T o re-appoint Ms. Alisha Rafique Malik (DIN: 10719537), Whole-time Director of the Company, who retires by rotation RESOLVED FURTHER THAT Ms. Farah Malik Bhanji shall be and being eligible, offers her candidature for re-appointment. liable to retire by rotation in accordance with the provisions of the Act and the Articles of Association of the Company, II. SPECIAL BUSINESS: and any such retirement by rotation and consequent 4. To re-appoint Ms. Farah Malik Bhanji (DIN: re-appointment as a Director of the Company shall not affect 00530676) as Managing Director of the Company her continuation as Managing Director of the Company during the tenure of her appointment. T o consider and, if thought fit, to pass the following Resolution as a Special Resolution: RESOLVED FURTHER THAT Chairman, any of the other Whole- time Directors, Chief Executive Officer, Chief Financial Officer, “RESOLVED THAT pursuant to the provisions of Sections 196, Chief Legal Officer and Company Secretary, and Chief Human 197, 198, 203 and other applicable provisions, if any, of the Resource Officer of the Company, be and are hereby severally Companies Act, 2013 (“Act”) read with Schedule V thereto, the authorized to do all such acts, deeds, matters and things and Companies (Appointment and Remuneration of Managerial to take all such steps as may be required in this connection Personnel) Rules, 2014, the applicable provisions of the including seeking all necessary approvals to give effect to Securities and Exchange Board of India (Listing Obligations this Resolution and to settle any questions, difficulties or and Disclosure Requirements) Regulations, 2015 (including doubts that may arise in this regard and further to execute any statutory modification(s) or re-enactment thereof for all necessary documents, applications, returns and writings the time being in force), and the Articles of Association of as may be necessary, proper, desirable or expedient to do all the Company, and such other approvals, permissions and such acts, deeds and things as may be necessary or incidental sanctions, as may be required, approval of the Members be to give effect to this resolution.” Metro Brands Limited 1 5. To approve the appointment of Mr. Sonny Iqbal 6. To approve payment of remuneration to (DIN: 02962053) as an Independent Director of the Mr. Rafique Abdul Malik, Non-Executive Chairman Company. of the Company T o consider and, if thought fit, to pass the following Resolution T o consider and, if thought fit, to pass the following Resolution as a Special Resolution: as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, “RESOLVED THAT pursuant to the provisions of Regulation 150, 152, 160, 161 read with Schedule IV and other applicable 17(6)(ca) of the Securities and Exchange Board of India (Listing provisions of the Companies Act, 2013 (“Act”), Companies Obligations and Disclosure Requirements) Regulations, 2015 (Appointment and Qualifications of Directors) Rules, 2014 and [including any statutory modification(s) or amendment(s) Regulations 16(1)(b), 17, 25 of Securities and Exchange Board thereto or re-enactment(s) thereof, for the time being in force], and recommendations made by the Nomination, of India (Listing Obligations and Disclosure Requirements) Remuneration and Compensation Committee and Board, Regulations, 2015 (“Listing Regulations”) [including any payment of remuneration to Mr. Rafique Ab [Showing first 8,000 characters — download PDF for full document]