Key Quantitative Figures

  • Interim Dividend: ₹3 per equity share already paid
  • Proposed Final Dividend: ₹3 per equity share of ₹5 each for FY ended March 31, 2026
  • MD Remuneration Ceiling: ₹10,00,00,000 per annum for Farah Malik Bhanji
  • ESOP 2008 Reduction: Decreasing pool by 38,89,363 options to 14,10,637 options
  • ESOS 2026 New Scheme: Creating new pool of 54,50,000 options
  • Total Options Impact: 68,60,637 options across both schemes
  • Secondary Acquisition: Up to 14,10,637 shares for ESOP 2008 and 54,50,000 shares for ESOS 2026
  • Financial Assistance Limit: 5% of paid-up capital and free reserves for ESOP trust

Dates of Action

  • AGM Date: Wednesday, September 16, 2026 at 3:00 PM IST
  • Record Date for Dividend: Friday, September 04, 2026
  • Dividend Payment Date: On or after Saturday, September 19, 2026
  • Register Closure: September 11, 2026 to September 16, 2026 (both inclusive)
  • Remote e-Voting Period: September 13, 2026 (9:00 AM) to September 15, 2026 (5:00 PM)
  • Cut-off Date for Voting: Wednesday, September 09, 2026

Parties Involved

  • Stock Exchanges: BSE Limited, National Stock Exchange of India Ltd
  • Registrar & Transfer Agent: Not specified
  • Depositories: NSDL, CDSL
  • Scrutinizer: M/s. Mehta & Mehta, Practicing Company Secretaries
  • ESOP Trustee: Qapita EquityTech Limited (formerly KP Corporate Solutions Limited)
  • Key Personnel:
  • Deepa Sood (Chief Legal Officer, Company Secretary & Compliance Officer)
  • Farah Malik Bhanji (Managing Director)
  • Alisha Rafique Malik (Whole-time Director)
  • Rafique Abdul Malik (Chairman)
  • Sonny Iqbal (Proposed Independent Director)

Resolutions to be Considered

Ordinary Business

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

2. Declaration of Final Dividend of ₹3 per share (in addition to interim dividend of ₹3 already paid)

3. Re-appointment of Ms. Alisha Rafique Malik as Whole-time Director

Special Business

4. Re-appointment of Ms. Farah Malik Bhanji as Managing Director for 5 years (April 1, 2027 to March 31, 2032) with remuneration ceiling of ₹10 crore per annum

5. Appointment of Mr. Sonny Iqbal as Independent Director for 5 years (August 5, 2026 to August 4, 2031)

6. Approval of remuneration to Mr. Rafique Abdul Malik as Non-Executive Chairman exceeding 50% of total non-executive director remuneration

7. Amendments to 'METRO Stock Option Plan 2008' including reduction of option pool and enabling trust route

8. Approval of new 'Metro Brands Limited - Employee Stock Option Scheme 2026' with 54,50,000 options

9. Grant of options to employees of subsidiary and associate companies under both ESOP schemes

10. Secondary acquisition of shares through trust route for both ESOP schemes

11. Provision of money by company for purchase of shares by the trust (up to 5% of paid-up capital + free reserves)

Financial Impact

  • Dividend Outflow: Not quantified in disclosure
  • MD Remuneration: Maximum ₹10 crore per annum (current remuneration ₹3.86 crore in FY 2025-26)
  • ESOP Dilution: Potential dilution of approximately 2.52% of paid-up capital (68.6 lakh shares)
  • Trust Funding: Loan not exceeding 5% of paid-up capital and free reserves

Capital Structure Impact

  • Potential equity dilution through ESOP schemes affecting approximately 2.52% of share capital
  • No change in promoter holding disclosed
  • Shares issued through ESOP will rank pari passu with existing shares

Operational Highlights

  • Company expanded retail footprint from 624 stores in March 2022 to over 1,000 stores currently
  • Gross turnover grew from ₹1,574.64 crore to ₹3,289.13 crore during MD's current term
  • PAT grew from ₹214.20 crore to ₹415.89 crore (consolidated) during same period
  • Significant growth in digital and omni-channel operations

Voting Procedures

  • AGM to be conducted through Video Conferencing/Other Audio Visual Means
  • Remote e-voting available through NSDL platform
  • Physical attendance not permitted
  • Webcast of proceedings available on NSDL website

Dividend Information

  • Dividend payable to members registered as of September 04, 2026
  • TDS applicable as per Finance Act 2020 provisions
  • Unclaimed dividends for seven years will be transferred to IEPF
  • Specific due dates provided for transfer of unclaimed dividends from FY 2021-22 to FY 2025-26

ESOP Scheme Details

METRO Stock Option Plan 2008 Amendments

  • Reduction from 53,00,000 to 14,10,637 options
  • Transfer of 11,95,157 unallocated options to new ESOS 2026 scheme
  • Implementation through Metro Brands ESOP Trust
  • Source of shares changed to both secondary acquisition and primary issuance
  • Vesting modifications for retirement cases

Metro Brands Limited - Employee Stock Option Scheme 2026

  • New scheme with 54,50,000 options
  • Performance-based grants at eligibility stage
  • Administered through Metro Brands ESOP Trust
  • Maximum 1,00,000 options per employee per grant
  • Maximum 7,00,000 options per employee in aggregate
  • Exercise price with maximum 50% discount to VWAP

Documents Available for Inspection

  • Register of Directors and KMP
  • Register of Contracts where Directors are interested
  • Draft contract of service for Managing Director
  • Draft copies of ESOP 2008 and ESOS 2026 schemes

#Tags: #MetroBrands #AGM2026 #SEBIDisclosure #Dividend #ESOP #CorporateGovernance #Neutral