Metro Brands Ltd

AGM details

• AGM scheduled for September 16, 2026 at 3:00 PM IST via VC/OAVM.
• Venue deemed at the Registered Office.
• Register of Members closes September 11–16, 2026.

Dividend plan

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

Ordinary business

• Adopt standalone and consolidated financial statements for FY2026.
• Re-appoint Alisha Rafique Malik as Whole-time Director, retiring by rotation.
• Re-appoint Farah Malik Bhanji as Managing Director for five years, remuneration up to ₹10 crore.
• Appoint Sonny Iqbal as Independent Director for five years.
• Approve remuneration for Rafique Abdul Malik as Non-Executive Chairman.

ESOP amendments and new schemes

• Amend ESOP 2008 to reduce pool and transfer unallocated options to ESOS 2026.
• Enable ESOP Trust for ESOP 2008 administration.
• Enable source of shares from primary issuance and secondary acquisition.
• Approve ESOS 2026 for up to 54,50,000 options.

ESOP grants – subsidiaries and associates

• Grant ESOP 2008 to subsidiary employees.
• Grant ESOS 2026 to subsidiary employees.
• Grant ESOS 2026 to associate employees.
• Grant secondary acquisition via Trust for ESOP 2008.
• Grant secondary acquisition via Trust for ESOS 2026.
• Provide loan to ESOP Trust up to 5% of paid-up capital; interest-free.
• Trust to hold shares; trustees shall not vote.

Overview

• Metro Brands is an India-based footwear retailer with online and offline channels.
• Disclosures are on a standalone basis for FY2025-26.
• 1,032 showrooms, 2 warehouses, and 1 office across the country; international operations none.
• 100% turnover from fashion footwear, bags and accessories; main business is retail.
• Third-party assurance: Ainapur & Associates; ISF-based BRSR Core assurance.

Key ESG Risks & Opportunities

• Waste management is a material opportunity; 4,892 tonnes of old footwear diverted from landfills.
• Recycle/co-process split: about 2% recycled, 98% co-processed per CPCB norms.
• Solar energy installations (110 kW and 130 kW) generated 1.42 lakh kWh; emissions impact ~101.9 tCO2e avoided.
• 100% packing materials recycled or recyclable; biodegradable bags used where feasible.
• Water conservation via six structures; target to offset 20% of water withdrawal; 1% emissions offset via tree planting.
• Scope 3 emissions monitored with 52% of VCPs assessed by value; data collection ongoing.
• Plastic waste/EPR: CPCB target 101 tonnes for FY25-26; plastic recycling registration in place.

Governance & Policy Highlights

• Corporate Social Responsibility & Sustainability Committee oversees ESG; board-approved Code of Conduct and Whistle Blower policies.
• Ethics Policy and Code of Conduct published online; anti-bribery and anti-corruption provisions in place.
• No material fines or penalties in FY2025-26; CSR & sustainability disclosures assurance by Ainapur.
• ISO 9001:2015 Quality Management System certified for supply and service provision.
• Register of Contracts maintained; disclosures recorded as per governance requirements.

Social Responsibility & Workforce

• Total employees 6,854: 5,179 permanent; 1,675 non-permanent; 732 women.
• Board female representation 30%; Key Management 50% female.
• Wellbeing spend 0.11% of revenue; 100% coverage for PF, gratuity, and ESI.
• LTIFR level: nil; safety training and Doctor-on-Call program in place.
• POSH complaints: 4 filed in FY26; 0 pending; 4 upheld.
• NAPS trained 460 youths; 63 girls; CSR education/initiation reach across programs.

Environmental Performance

• Total energy: 111,159.86 GJ; renewables 512.21 GJ; non-renewables 110,647.65 GJ; renewable share ~0.46%.
• Total GHG: Scope 1 372.01 tCO2e; Scope 2 20,777.32 tCO2e; total 21,149.33 tCO2e.
• Emissions intensity: 0.00000076 tCO2e per Rs turnover; PPP-adjusted 15.41 tCO2e per Mn USD.
• Water: third-party 114,382.7 kl; total withdrawal 114,382.7 kl; consumption 22,876.54 kl; discharge 91,506.16 kl.
• Waste: total 58 tonnes; plastics 57 t; e-waste 1.22 t; disposed 4,816 t; recycled 133 t.
• ODF program diverted 4,892 tonnes footwear; CSR-driven; 76 t recycled, 4,816 t co-processed.
• Solar and LED initiatives; CPCB/EPR compliance; 101 tonnes plastic waste target for FY25-26.

Stakeholder Engagement & Complaints

• Key stakeholder groups: customers, employees, vendors, shareholders, regulatory authorities; channels include email, calls, website, social media.
• Engagement frequency: customers (ongoing), employees (monthly/quarterly/annual), shareholders (quarterly/annual).
• Complaints: customers 33,970; employees 991; shareholders 14; communities and vendors mostly nil.
• All complaints tracked with nil unresolved at year-end; Newtral ESG data platform covers ~52% of VCPs by value.
• Zoho ticket system used for human rights grievance redressal; annual updates to the Board.

Other Notable Metrics

• MSME procurement: 48% of total; 69% of private-label vendors are MSMEs; 295 small vendors.
• Public policy: member of RAI, CLE, and CII; advocacy through industry forums.
• Data privacy: 0 data breaches; Information Security Policy in place.
• CSR impact: aspirational district spending ₹73.09 Lakhs; 460 youths trained under NAPS; Homecoming Heroes initiatives.
• CSR assurance: Ainapur & Associates; 52% VCPs assessed for environmental/ social/ethics data.

Financial performance

• Revenue from operations ₹2,863.63 crore.
• Net profit after tax ₹415.89 crore.

Leases & assets

• Right-of-use assets ₹1,379.42 crore.
• Lease liabilities ₹1,570.21 crore.

Dividends

• Dividend per share ₹6.
• Dividend payable by Sep 4, 2026.

Capital structure

• Equity ₹2,026.70 crore.
• Debt ₹1,570.21 crore.

Retail network & expansion

• Stores: 1,032; 221 cities; 31 states/UTs.
• MetroActiv expansion: first three stores opened; dedicated site launched.

Meeting Details

• Date and time: August 18, 2026, from 12:00 p.m. to 5:00 p.m.
• Meeting type and mode: group meeting; physical.
• Event/organiser: Motilal Oswal 22nd Annual Global Investor Conference, 2026.

Participants

• Company representatives: Chief Legal Officer, Company Secretary & Compliance Officer.

Purpose

• Purpose: General investor interaction at the Motilal Oswal Global Investor Conference.

Meeting Details

• Date and time: Aug 13, 2026, 2:00 PM–5:00 PM.
• Type and mode: group, physical.
• Event/organiser: Confluence – Annual flagship conference.

Participants

• Investors included Axis MF, Kotak Life, SBI Pension Funds, Motilal Oswal AMC, Edelweiss AMC.
• Company representatives attended; management roles not disclosed.

Purpose

• Discussions based on generally available information per Metro Brands' Code of Conduct.
• Investor interaction; no unpublished price sensitive information discussed.

• Aug 18, 2026, 12:00–5:00 p.m.; Group physical investor meet at Motilal Oswal 22nd Annual Global Investor Conference.
• Participants: Metro Brands management (Chief Legal Officer, Company Secretary & Compliance Officer) present.

Financial Performance

• Q1 FY27 stand-alone growth 14%, EBITDA growth 9%, PAT growth 13%.
• June quarter delivered mid-teen double-digit growth after April–May softness.
• Gross margins almost 60%, highest in the past five quarters.
• EBITDA margin around 30% for the quarter.
• PAT margins affected by higher marketing, occupancy costs, lower treasury income, and talent investments.
• Distribution center of about 250,000 sq ft launched in March, now fully operational.
• 13 new stores opened, 4 closed, net 9.
• Full-year PAT guidance: 15%.
• Revenue per square foot remained flat YoY.

Channel and Store Activity

• D2C and omni channels each grew about 60% YoY.
• 3P/SOR down due to lumpiness and lower discounts.
• Store openings: net 9; 13 opened, 4 closed.
• New distribution center launched; integrated into operations.

Capex and Projects

• 250,000 sq ft distribution center launched in March; now fully operational.
• FILA stores opened: 3 new outlets; BIS issues affecting rollout.
• Clarks expansion: current ~150 stores; plan to reach ~700 doors by year end.
• Walkway 2,000 sq ft stores pilot; ROCE target 25–30% long-term.

Guidance and Outlook

• PAT guidance for the full year around 15%.
• Gross margin target 55–57%; EBITDA around 30%.
• Demand improving across geographies; Diwali timing may shift Q2 impact but catch-up in Q3.

Q&A Highlights

• April–May softness linked to wedding-date dispersion; June rebound strengthens outlook.
• Diwali timing shift expected to affect Q3; Q2 may see modest dampening.
• BIS issues persist; renewals slower; supply-chain and imports impacted more by renewals than regulations.
• Walkway remains lower-margin; long-term ROCE target 25–30% to justify capital allocation.
• Sports growth levered via Metro Mochi stores; 10–15% of sales from sports if achieved.
• Clarks expansion viewed as non-cannibalistic; premiumization across banners supported by production moved to India.

Risks and Watchpoints

• BIS license renewals and renewals in ASEAN remain uncertain; ongoing impact on rollout.
• Monsoon patterns and wedding-date shifts could influence quarterly momentum.
• EOSS discounts continue for FILA inventory; 3-month product life cycle in sports category.