Metro Brands Ltd

Metro Brands Ltd: Trading Window closed from Oct 01, 2026 until 48 hours after unaudited results for the quarter and half-year ending Sept 30, 2026

Meeting Details

• Date and time: September 23, 2026, 4:00 p.m.–5:00 p.m.
• Type and mode: Group meeting, physical
• Organizer: J.P. Morgan India Consumption Forum
• Investors attended: Azim Premji Trust; Dsp Investment Managers; Franklin Templeton; HSBC Global Asset Management; Sanlam Limited
• Company participants: not disclosed
• Purpose: Disclosure of outcome of Analyst/Institutional Investor meet

AGM Details

• Date, time, mode: 16 September 2026, 3:00 PM, via VC/OAVM.
• Cut-off/record date for voting: 9 September 2026.
• Remote e-voting window: 13–15 September 2026; IST.
• E-voting during meeting open; closes 30 minutes after start.
• Two directors unable to attend due to personal reasons.

Key Resolutions

• Ordinary: Adoption of financial statements and annual report for FY2025-26.
• Ordinary: Dividend recommendation for FY2025-26.
• Ordinary: Re-appointment/continuation of directors on term expiry.
• Ordinary: Appointment/ratification of statutory and secretarial auditors.
• Ordinary: Approval of material related party transactions.

Voting Results

• Adoption of financial statements: voting results not disclosed.
• Dividend recommendation: voting results not disclosed.
• Director re-appointments: voting results not disclosed.
• Auditor appointments: voting results not disclosed.
• RPT approvals: voting results not disclosed.

Dividend

• Dividend proposed/recommended; per-share amount not disclosed in transcript.

Director Changes

• Two directors unable to attend; no changes in board announced.

Auditor Appointments

• Statutory auditors attended; no new appointment announced.

Material Related Party Transactions

• No material related party transactions disclosed in transcript.

Other Material Approvals

• No other material approvals disclosed in transcript.

AGM Details

• Date, time, mode: 16 Sep 2026, 3:00 PM, VC/OAVM.
• Record date: 9 Sep 2026.
• Remote e-voting: 13–15 Sep 2026; AGM voting through NSDL.

Key Resolutions and Outcome

• Resolution 1 (Ord): Adopt standalone and consolidated financials — Passed (100%).
• Resolution 2 (Ord): Interim dividend paid; final dividend Rs 3 per share — Passed.
• Resolution 3 (Ord): Re-appoint Whole-time Director (rotating) — Passed (99.21%).
• Resolution 4 (Special): Re-appoint Farah Malik Bhanji as MD — Passed (99.16%).
• Resolution 5 (Special): Appoint Sonny Iqbal as Independent Director — Passed (99.999%).
• Resolution 6 (Special): Remuneration to Rafique Malik, Non-Executive Chairman — Passed (97.83%).
• Resolution 7 (Special): Amend METRO Stock Option Plan 2008 — Passed (96.83%).
• Resolution 8 (Special): Metro Brands Employee Stock Option Scheme 2026 — Passed (93.79%).
• Resolution 9 (Special): ESOPs for subsidiary/associate under METRO Stock Option Plan 2008 — Passed (94.10%).
• Resolution 10 (Special): ESOPs under Metro Brands Scheme 2026 — Passed (93.02%).
• Resolution 11 (Special): Secondary acquisition via Trust for plan 2008 and 2026 — Passed (94.56%).
• Resolution 12 (Special): Funds for Trust buy-back under both plans — Passed (93.79%).

Dividend Details

• Interim dividend already paid.
• Final dividend of Rs 3 per equity share declared.

Director Changes

• Re-appoint Whole-time Director (rotating) for a fresh term.
• Appoint Farah Malik Bhanji as Managing Director.
• Appoint Sonny Iqbal as Independent Director.

ESOP and Stock Option Plans

• Amendments to METRO Stock Option Plan 2008 approved.
• Metro Brands Employee Stock Option Scheme 2026 approved.
• ESOPs for subsidiary/associate under METRO Stock Option Plan 2008 approved.
• ESOPs for subsidiary/associate under Metro Brands 2026 Scheme approved.
• Secondary share acquisitions via Trust for plans approved.
• Funding for Trust buy-back under both plans approved.

Meeting Details

• Date: September 23, 2026; Time: 4:00 p.m.–5:00 p.m.
• Meeting type: Group meeting; Mode: Physical
• Event: Consumption Forum; Organizer: J.P. Morgan India

Participants

• Company management attendees not disclosed

Purpose

• Intimation of Schedule for Analyst/Institutional Investor meet

Additional Notes

• Schedule subject to change; discussions based on generally available information per Metro Brands Code of Conduct

MD Re-appointment

• Shareholders approved re-appointment at the 49th AGM on Sep 16, 2026 for five years from Apr 1, 2027.
• Effective date and term: Apr 1, 2027, for five years.
• MD not liable to retire by rotation.
• Profile: Over 20 years in retail; UT Austin alum; Harvard OPM attendee; led expansion to 1000+ stores.
• Relationships: Daughter of Chairman Rafique Abdul Malik; sister of Whole-Time Director Alisha Rafique Malik.
• Not debarred from holding office by SEBI or other authorities.

Appointment details

• Appointment of Mr. Sonny Iqbal as Non-Executive Independent Director for five years.
• Effective date: August 5, 2026; not liable to retire by rotation.
• Subject to shareholders' approval.

Profile of appointee

• Global expert in leadership development and family enterprise advisory.
• 27 years at Egon Zehnder; Senior Advisor; co-founded Family Business Advisory Practice.
• Education: BA Hons (St. Stephen's), MBA Marketing (Surrey), Oberoi Centre PG diploma.

Independence and relationships

• Not related to any director; satisfies independence criteria.
• Not debarred by SEBI or other authorities.

AGM details

• AGM held on Sep 16, 2026, 3:00 PM to 4:24 PM via VC/OAVM.
• 87 members attended via VC/OAVM.
• Remote e-voting opened Sep 13–15; voting remained open 30 minutes after conclusion.
• No proxy facility due to VC/OAVM; records accessible electronically.

Resolutions & approvals

• Ordinary: Adopt standalone and consolidated financial statements for FY 2025-26.
• Ordinary: Interim dividend already paid; final dividend of ₹3 per share proposed.
• Ordinary: Re-appoint Alisha Rafique Malik as Whole-time Director (retiring by rotation).
• Special: Re-appoint Farah Malik Bhanji as Managing Director.
• Special: Approve appointment of Sonny Iqbal as Independent Director.
• Special: Approve remuneration to Rafique Abdul Malik, Non-Executive Chairman.
• Special: Amend METRO Stock Option Plan 2008.
• Special: Approve Metro Brands Limited – Employee Stock Option Scheme 2026.
• Special: Grant ESOPs to subsidiary and associate employees under METRO Stock Option Plan 2008.
• Special: Grant ESOPs to subsidiary and associate employees under Metro Brands Limited – ESOP Scheme 2026.
• Special: Secondary acquisition of shares through Trust route for METRO Stock Option Plan 2008 and ESOP 2026.
• Special: Provide funds for Trust purchases of own shares under both schemes.

Dividend

• Interim dividend paid: ₹3 per share; final dividend proposed: ₹3 per share.

Directors & governance

• Alisha Rafique Malik reappointed as Whole-time Director.
• Farah Malik Bhanji reappointed as Managing Director.
• Sonny Iqbal appointed Independent Director.
• Remuneration approved for Rafique Abdul Malik, Non-Executive Chairman.
• Two independent directors could not join due to pre-occupation.

Auditors & reports

• Statutory Auditors SRBC & Co. LLP attended; no change disclosed.
• Secretarial Auditors Mehta & Mehta attended; no change disclosed.
• Auditors’ reports for FY2025-26 had no qualification/adverse remarks.

Voting results status

• Voting results to be declared within two working days after AGM.

Share Issuance under ESOP 2008

• Allotted 18,772 equity shares under ESOP 2008 on September 11, 2026.
• Paid-up capital increased from ₹1,36,29,63,705 to ₹1,36,30,57,565.
• Total issued shares now 27,26,11,513 of ₹5 each.
• Distinctive numbers allotted: 27,25,92,742 to 27,26,11,513.
• ISIN INE317I01021.
• Exercise price per share: ₹228 (16,677 shares), ₹544.80 (750), ₹571.59 (445), ₹649.95 (900).
• Premium per share: ₹223 (16,677 shares), ₹539.80 (750), ₹566.59 (445), ₹644.95 (900).
• Total issued share capital after this issue: ₹1,36,30,57,565.
• Allotment not material in nature to the Company.

ESOP Trust formation

• Formation and registration of Metro Brands ESOP Trust to administer employee stock options and related benefits.
• Settlor: Metro Brands Limited; Trustee: Qapita EquityTech Limited (formerly KP Corporate Solutions Limited); Effective date: 08 Sep 2026.
• Initial corpus ₹10,000 contributed to the Trust.
• Trust named Metro Brands ESOP Trust; irrevocable in nature.
• Principal office: 401, Zillion, 4th Floor, Kurla (West), Mumbai.
• Administers SBEB schemes, including Metro SOP 2008 and ESOS 2026.