Key Details of the Trust

  • Trust Name: 'Metro Brands ESOP Trust'
  • Purpose: For the administration and implementation of the company's employee stock option and other equity-based employee benefit plans.
  • Settlor: Metro Brands Limited
  • Trustee: Qapita EquityTech Limited (formerly known as KP Corporate Solutions Limited)
  • Effective Date of Trust Deed: September 8, 2026
  • Initial Corpus: ₹10,000 (Rupees Ten Thousand) settled by the Settlor into the trust.
  • Nature of Trust: The trust is irrevocable.

Execution and Registration

  • The Trust Deed was executed between Metro Brands Limited (as Settlor) and Qapita EquityTech Limited (as Trustee).
  • The deed was registered with the Inspector General Of Registration, Mumbai.
  • A registration fee of ₹1,000 and a stamp duty of ₹1,500 were paid, totaling ₹2,500, as per the attached challan (GRN: 81 1108 8 11 12031 8 10 1 128 8 11 1 1 1 1 1 1 1 1 1 1 1 1 1 1).
  • Document Handling Charges of ₹1,400 were also paid separately.
  • The registered deed has been uploaded on the company's website at www.metrobrands.com.

Governing Framework

The Trust and its operations are governed by:

  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations)
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations)
  • The Companies Act, 2013
  • The Indian Trusts Act, 1882
  • The specific schemes administered by the trust

Schemes to be Administered

The Trust will administer the company's share-based employee benefit schemes, specifically mentioned as:

  • 'METRO Stock Option Plan 2008' (MSOP 2008)
  • 'Metro Brands Limited Employee Stock Option Scheme 2026' (ESOS 2026)

Key Terms from the Trust Deed

  • Trust Period: Commences on the Effective Date and continues until the winding-up of the Settlor, termination of the trust, or an earlier date determined unanimously by the Trustees with the Settlor's consent.
  • Trust Property: Includes the initial corpus, all shares held, and any accretions or investments made therefrom.
  • Beneficiaries: Employees of the company and other persons as defined in the schemes. Rights cease upon cessation of employment, except for accrued benefits.
  • Share Acquisition: The trust is permitted to acquire shares of the settlor company through secondary acquisition on stock exchanges or via issuance from the company, using the trust fund.
  • Share Disposal: The trust/trustee is not permitted to sell, transfer, or otherwise dispose of the shares except as per the terms of the scheme and SBEB Regulations. Shares are to be transferred to beneficiaries upon exercise of options.
  • Trustees: Qapita EquityTech Limited is the sole corporate trustee. The Settlor (Metro Brands) has the power to remove or appoint trustees.
  • Voting Rights: Trustees shall not vote in respect of shares held by the trust.
  • Dissolution: Upon dissolution, after satisfying liabilities, the remaining trust property shall be utilized for beneficiary welfare activities or transferred to another employee welfare trust set up by the settlor in accordance with SBEB Regulations.

Authorized Signatories

  • For Metro Brands Limited (Settlor): Mr. Mohammed Iqbal Hasanally Dossani (Whole-time Director), authorized via board resolution dated August 4, 2026.
  • For Qapita EquityTech Limited (Trustee): Mr. Abhishek Sarda, authorized signatory, authorized via board resolution dated July 17, 2026.

Compliance Officer

Deepa Sood, Chief Legal Officer, Company Secretary & Compliance Officer (Membership No: 16019), signed the regulatory filing to the exchanges.