Summary of Proceedings

Meeting Details

The 49th AGM of Metro Brands Limited was held on Wednesday, September 16, 2026, commencing at 3:00 p.m. and concluding at 4:24 p.m. IST. The meeting was conducted through Video Conferencing/Other Audio-Visual Means (VC/OAVM).

Attendance

  • Eighty-seven (87) members attended the meeting through VC/OAVM
  • Mr. Rafique Abdul Malik, Chairman of the Company, chaired the meeting
  • Quorum was confirmed to be present

Directors and KMP Attendance

The following Directors and Key Managerial Personnel attended through VC/OAVM:

1. Mr. Rafique Abdul Malik (Chairman) - Mumbai

2. Ms. Farah Malik Bhanji (Managing Director) - Mumbai

3. Ms. Alisha Rafique Malik (Whole-time Director) - Mumbai

4. Mr. Mohammed Hasanally Iqbal Dossani (Whole-time Director) - Mumbai

5. Mr. Bhaskar Bhat (Independent Director) - Bangalore

6. Ms. Radhika Dilip Piramal (Independent Director) - Mumbai

7. Mr. Sonny Iqbal (Independent Director) - Delhi

8. Mr. Mithun Padam Sacheti (Independent Director) - Hongkong

9. Mr. Nissan Joseph (CEO) - Mumbai

10. Mr. Kaushal Parekh (CFO) - Mumbai

11. Mr. Mohit Dhanjal (COO) - Mumbai

12. Ms. Deepa Sood (Chief Legal Officer & Company Secretary) - Mumbai

Mr. Vikas Vijaykumar Khemani (Independent Director) and Mr. Utpal Hemendra Sheth (Non-Executive Nominee Director) could not join due to pre-occupation.

Other Attendees

  • M/s. S R B C and Co. LLP, Statutory Auditors of the Company
  • Mr. A Sekhar (CS Sekar Ananthanarayanan), Secretarial Auditor
  • M/s. Mehta & Mehta, Practicing Company Secretaries, as Scrutinizer

Management Presentations

Ms. Farah Malik Bhanji, Managing Director:

  • Reported FY 2025-26 demonstrated business resilience with consolidated revenue from operations growing by 14.2% to ₹2,864 crores
  • Revenue growth strengthened progressively from 9% in Q1 to 20% in Q4
  • EBITDA increased by 14.5% to ₹869 crores
  • Profit after tax increased by 17.3% to ₹416 crores
  • EBITDA margin stood at 30.3% despite continued investments in stores, marketing, technology and newer formats
  • Highlighted focus on sustainability, including scaling of footwear recycling programme achieving full recycling coverage against footwear sold during the year
  • Expressed commitment to responsible expansion and responding to evolving customer needs

Mr. Nissan Joseph, CEO:

  • Announced milestone of crossing 1,000 stores
  • 147 stores opened and 23 stores closed during the year, resulting in 124 net additions
  • Year-end network reached 1,032 stores
  • E-commerce revenue increased by 39% and contributed 12.9% of overall revenue
  • Highlighted investments in distribution infrastructure, supply chain, talent, marketing and customer engagement
  • Mentioned increasing use of technology, data and AI to strengthen decision-making
  • Noted newer partnerships and formats including MetroActiv, Foot Locker, FILA, New Era and Clarks

Business Transacted

The following resolutions were approved through e-voting:

1. Adoption of audited standalone and consolidated financial statements for FY ended March 31, 2026

2. Confirmation of Interim Dividend of ₹3 per equity share and declaration of Final Dividend of ₹3 per equity share of ₹5 each for FY ended March 31, 2026

3. Re-appointment of Ms. Alisha Rafique Malik (DIN: 10719537) as Whole-time Director

4. Re-appointment of Ms. Farah Malik Bhanji (DIN: 00530676) as Managing Director

5. Appointment of Mr. Sonny Iqbal (DIN: 02962053) as Independent Director

6. Approval of remuneration to Mr. Rafique Abdul Malik, Non-Executive Chairman

7. Amendments in 'METRO Stock Option Plan 2008'

8. Approval of 'Metro Brands Limited Employee Stock Option Scheme 2026'

9. Grant of employee stock options to employees of subsidiary and associate companies under 'METRO Stock Option Plan 2008'

10. Grant of employee stock options to employees of subsidiary and associate companies under 'Metro Brands Limited - Employee Stock Option Scheme 2026'

11. Secondary acquisition of shares through Trust route for implementation of both ESOP schemes

12. Provision of money by the Company for purchase of its own Shares by the Trust under both ESOP schemes

Voting Procedures

  • Remote e-voting facility provided through NSDL from September 13, 2026 (9:00 a.m.) to September 15, 2026 (5:00 p.m.)
  • E-voting facility also provided during AGM for members who hadn't voted remotely, remaining open for 30 minutes after meeting conclusion
  • M/s. Mehta & Mehta, Practicing Company Secretaries (Firm Registration Number P1996MH007500) appointed as Scrutinizer
  • Combined voting results and Scrutinizer's Report to be declared and submitted to Stock Exchanges and uploaded on company websites within two working days

Additional Proceedings

  • Statutory Auditors' Report and Secretarial Auditors' Report for FY 2025-26 contained no qualifications/adverse remarks
  • Q&A session conducted where speaker shareholders expressed views and asked questions on financial statements and other matters
  • Brief video presentation on company's brands and journey to 1000 stores
  • CEO addressed queries raised by speaker shareholders
  • Meeting concluded at 4:24 p.m.