Metroglobal Ltd Directors Report

Dear Shareholders,

Your Board of Directors is pleased to present the 33 rd Annual Report on the Businesses and Operations of the Company along with the Audited Financial Statements of the Company for the financial year ended March 31, 2025.

1. Financial Performance

The summarised financial performance highlights for the financial year are as mentioned below:

Rs In Lakhs

	Consolidated Results		Standalone Results
Particulars	2024-25	2023-24	2024-25	2023-24
Financial Results
Total Revenue	25,368.51	24,604.52	25,366.36	24,592.44
Total Expenditure other than Financial Costs and Depreciation	22,390.82	22,378.11	22,386.89	22,375.87
Profit before Depreciation, Finance Costs and Tax	2,988.49	2,266.00	2,979.47	2,216.57
Finance Costs	55.81	79.87	55.81	70.48
Depreciation and Amortization Expense	81.99	56.04	81.99	56.04
Profit/(Loss) for the year before Exceptional Items and Tax	2,839.89	2,090.50	2,841.66	2,090.05
Add/(Less) Exceptional Items	1,694.35	0.00	1,694.35	0.00
Profit/(Loss) for the Year before Taxation	1,145.54	2,090.50	1,147.31	2,090.05
Total Tax Expense	210.99	501.61	210.99	501.40
Profit for the Year	934.55	1,588.89	936.31	1,588.65
Add/(Less) Share in Jointly Controlled Entities & Associates	10.79	39.60	0.00	0.00
Net Profit/(Loss) after Jointly Controlled Entities & Associates (A)	945.34	1,628.48	936.31	1,588.65
Other Comprehensive Income for the Year	(68.50)	2,102.00	(71.78)	2,062.34
Total Comprehensive Income	876.84	3,730.48	864.53	3,650.99
Balance Brought Forward from Previous Year	8,841.21	5,110.73	8,848.78	5,197.80
Balance carried to Balance Sheet	9,718.05	8,841.21	9,713.32	8,848.78

1. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped / re-arranged wherever necessary.

2. Performance Highlights

The Audited Consolidated Financial Statements of the Company as on March 31, 2025, prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( " SEBI Listing Regulations " ) and provisions of the Companies Act, 2013, forms part of this Annual Report.

The key aspects of the Company Rs s ( Rs or Metroglobal Limited Rs ) consolidated performance during the FY 2024-25 is as follows:

Operational Highlights

The Company is in the business of Trading of Chemicals, Textiles, Mineral and Ores, Metals, and Precious Metals as well as Realty Development. Stated as follows are some of the operational highlights for FY 2024-25:

Financial Highlights:

Consolidated Financial Results:

The Company Rs s total income on the consolidated basis for the year stood at Rs 25,368.51 Lakhs as compared to Rs 24,604.52 Lakhs in the previous FY 2023-24. On the Consolidated basis, Profit before Tax for the year was Rs 1,156.32 Lakhs as compared to Rs 2,130.09 Lakhs in the previous year. On the Consolidated basis, Profit after Tax for the year was Rs 945.34 Lakhs as compared to Rs 1,628.48 Lakhs in the previous year.

Standalone Financial Results:

The Company Rs s total income on the Standalone basis for the year stood at Rs 25,366.36 Lakhs as compared to Rs 24,592.44 Lakhs in the previous FY 2023-24. On the Standalone basis, Profit before Tax for the year was Rs 1,147.31 Lakhs as compared to Rs 2,090.05 Lakhs the previous year. On the Standalone basis, Profit after Tax for the year was Rs 936.31 Lakhs as compared to Rs 1,588.65 Lakhs in the previous year.

The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

3. Dividend

Your Directors are pleased to recommend a dividend of Rs 2/- (i.e. 20%) per equity share of Rs 10/- each on 1,23,34,375 equity shares for the financial year ended March 31, 2025 aggregating to Rs 246.69 Lakhs, payable to those Shareholders whose name appear in the Register of Members as on September 19, 2025 ( " Record Date " ). The dividend payout is subject to the approval of the shareholders at ensuing 33 rd Annual General Meeting.

4. Transfer to Reserves

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

5. Listing on Stock Exchanges

As on March 31, 2025, the equity shares of the Company were listed on BSE Limited. The Company has paid the annual listing fees for the financial year ending on March 31, 2025 within time. There were no suspensions on trading shares of the Company during the year.

6. Share Capital

During the financial year under report, there were no changes in authorised and paid up share capital of the Company. The Authorised Share Capital of the Company is Rs 120,00,00,000 (Rupees One Hundred and Twenty Crores only) divided in to 9,50,00,000 (Nine Crores Fifty Lakhs) equity shares of Rs 10/- each and 2,50,00,000 (Two Crores Fifty Lakhs) preference shares of Rs 10/- each and total paid up Share Capital of the Company as on financial year ended March 31, 2025 is Rs 12,33,43,750 divided in to 1,23,34,375 equity shares of Rs 10/- each.

The closing balance of the retained earnings of the Company for the financial year ended on March 31, 2025 after all appropriation and adjustments was Rs 9,713.32 Lakhs.

The detail of the capital structure of the Company is tabulated as below:

			Authorized Share Capital		Issued, Subscribed and Paid-up Share Capital
Event Date	Particulars	No. of Equity Shares	No. of Preference Shares	Amount in Rs	No. of Equity Shares	No. of Preference Shares	Amount in Rs
April 1, 2024	Share Capital at the Beginning of the Financial Year	9,50,00,000	2,50,00,000	120,00,00,000	1,23,34,375	NIL	12,33,43,750
	Changes During the Year	NA	NA	NA	NA	NA	NA
March 31, 2025	Resultant Share Capital / Capital at the End of the Financial Year	9,50,00,000	2,50,00,000	120,00,00,000	1,23,34,375	NIL	12,33,43,750

7. Transfer of Unclaimed / Unpaid Amount and Underlying Shares to Investor Education And Protection Fund

Pursuant to Section 124(5) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) relevant amount which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF).

Pursuant to Section 124(6) of the Act and read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time), all the underlying shares in respect of which dividends are not claimed / paid for the last

seven consecutive years or more are liable to get transferred to the IEPF DEMAT Account with a Depository Participant.

In this respect, the stakeholders are requested to take note that Company has not yet completed seven years from its dividend paying financial year and thus there were no dividend amounts or corresponding equity shares, which were required to be transferred to the Investor Education and Protection Fund by the Company. Information about unclaimed / unpaid dividends and unclaimed shares to be transferred to IEPF is provided in notes to Notice of AGM.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company and also the details of equity shares transferred to IEPF Demat Account on the Company Rs s website at www.metrogloballimited.com.

8. Deposits

During the financial year under report, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014, as amended, nor did it have any amount of deposits carried forward from the previous financial year.

9. Change in the Nature of Business, if any:

There is no change in the nature of business during the financial year 2024-25.

10. Material Changes, Transactions and Commitment, if any, affecting the Financial Position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the closure of financial year on March 31, 2025 to which the financial statements relate and on the date of this report.

11. Significant and Material Orders passed by the Regulators or Courts or Tribunals

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company Rs s operations. However, membersRs attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the financial statements under note no. 36.

However, the Company has received an order from SEBI on August 11, 2021 under Sections 11(1), 11(4) & 11B of SEBI Act, 1992 in violation of Sections 12A(a), (b) and (c) of SEBI Act, 1992 read with Regulations 3(a),(b),(c),(d),4(1) & 4(2) of Prohibition of Fraudulent and Unfair Trade Practices ( " PFUTP " ) Regulations, 2003 and Regulations 4(5)(a),(b) & (c) of Delisting Regulations, 2009 in the matter of Riddhi Siddhi Gluco Biols Limited. The Company has been restrained from accessing the securities market and buying, selling or dealing in securities, either directly or indirectly, in any manner for the period of 2 (two) years from the date of order. The Company has filed appeal with the Securities Appellate Tribunal (SAT) challenging the order. The Securities Appellate Tribunal (SAT) has granted Stay order vide its order dated October 28, 2021. The Proceedings have been adjourned and are scheduled to resume on August 19, 2025.

12. Particulars of Loans, Guarantees or Investments

During the financial year under report, the Company has provided loans, given guarantees, disbursed securities and made investments in compliance with the provisions of Section 186 of the Companies Act, 2013 and Rules framed

thereunder. Details of loans and investments covered under the provisions of Section 186 are given in the notes forming part of the financial statements which form part of this annual report.

13. Environment, Health and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

14. Details of Subsidiary / Joint Venture / Associate Companies

Pursuant to the provision of Section 129, 134 & 136 of the Companies Act, 2013 read with rules framed thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC - 1 to the Consolidated Financial Statements, which forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies of the Company seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company Rs s Registered Office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.metrogloballimited.com.

During the year under review, Companies listed in Annexure - A to this Report have become and / or ceased to be the subsidiary, joint venture or associate of the Company.

15. Legal Proceeding under Section 7 of the Insolvency and Bankruptcy Code, 2016 and Other Matters

(i) Mundara Estate Developers Limited

Your Company had advanced loan to Mundara Estate Developers Limited, Mumbai. The Corporate Debtor has failed to repay the financial dues / debt advanced by the Company as a loan to them. As intimated earlier, the Company

commenced Corporate Insolvency Resolution Process ( " CIRP " ) against Mundara Estate Developers Limited ( " MEDL " ) vide order dated January 12, 2023 passed by the Hon Rs ble National Company Law Tribunal, Mumbai Bench ( " NCLT " ) under the provisions of the Insolvency and Bankruptcy Code, 2016 ( " Code " ). The Committee of Creditors ( " CoC " ) of MEDL approved the resolution plan ( " Resolution Plan " ) submitted by Jagjit Estate & Development Company Private Limited ( " the Successful Resolution Applicant " or " SRA " ) on March 28, 2024. Subsequently, on April 01, 2024, the Administrator filed an application before the NCLT under Section 30(6) of the Code for the submission of the approved Resolution Plan by the CoC. The matter was listed for pronouncement before the NCLT on October 24, 2024.

On October 24, 2024, the NCLT issued an order approving the Resolution Plan submitted by Jagjit Estate and Development Company Pvt. Ltd. as part of the corporate insolvency resolution process of Mundara Estate Developers Limited ( " Corporate Debtor " ). As a result of the approved Resolution Plan, the Company, being a Financial Creditor successfully recovered Rs10.40 crores against its admitted claim. The resolution plan has been implemented in accordance with the terms and conditions specified in the approved plan. All repayment obligations under the Resolution Plan have been fulfilled and fully settled by December 07, 2024.

(ii) Sumaya Flexi Park LLP

Sumaya Flexi Pack LLP ( " Corporate Debtor " ) had borrowed a sum of Rs3.35 crore from Metroglobal Limited ( " Financial Creditor " ), repayable with interest at the rate of 12% per annum. To secure the repayment obligation, the Corporate Debtor had executed certain demand promissory notes in favour of Metroglobal Limited on various dates.

Out of the total loan amount, a sum of Rs1 crore, along with applicable interest, remained unpaid by the Corporate Debtor. Following this default, a demand was made under the promissory note, which was not honoured by the debtor. In light of the continuing default, Metroglobal Limited initiated Corporate Insolvency Resolution Proceedings (CIRP) against Sumaya Flexi Pack LLP under Section 7 of the Insolvency and Bankruptcy Code, 2016, before the Hon Rs ble National Company Law Tribunal, Ahmedabad Bench, registered as CP(IB) 331/AHM/2024, on October 02, 2024.

Sumaya Flexi Pack LLP acknowledged the default to the extent of Rs1.42 crore (inclusive of interest as on July 24, 2024) and proposed an out-of-court settlement. As per the terms of the settlement, Sumaya Flexi Pack LLP agreed to pay a sum of Rs1.11 crore as full and final settlement, in 20 equal monthly instalments, with interest at the rate of 1.25% per month. The settlement was secured by post-dated cheques.

Pursuant to the above settlement, the matter was withdrawn from the Hon Rs ble NCLT and stood resolved on January 17, 2025.

(iii) Parag Kunj Finvest Private Limited

The Company had extended a loan to Mundara Estate Developers Limited, which subsequently defaulted on its repayment obligations. As a result, the Company initiated Company Petition No. 699 of 2021 under the Insolvency and Bankruptcy Code, 2016. Following the commencement of the Corporate Insolvency Resolution Process (CIRP), a Resolution Plan was approved, providing for a recovery of Rs10.40 crore against the Company Rs s admitted claim.

As the recovery under the approved Resolution Plan has been only partial, the Company continues to pursue the balance amount through the enforcement of other available securities, including 10,000 pledged shares of Parag Kunj Finvest Private Limited. Despite multiple requests, Parag Kunj Finvest Private Limited has failed to transfer the pledged shares or comply with applicable statutory obligations.

Accordingly, the Company has filed an application under Sections 58(3) and 59 of the Companies Act, 2013 seeking rectification of the Register of Members to reflect the Company as the rightful owner of the said shares. The matter has been registered as Company Petition CP/64/MB/2025 on March 28, 2025. The Company has sought appropriate directions from the Hon Rs ble Tribunal for the rectification of the register and transfer of the pledged shares in its favour.

(iv) Mr. Girish Rajnikant Shah and Mr. Rajesh Ramniklal Shah

Metroglobal Limited ( " the Company " ) has initiated legal proceedings against Mr. Girish Rajnikant Shah and Mr. Rajesh Ramniklal Shah in connection with a loan earlier extended to Mundara Estate Developers Limited, which subsequently defaulted on repayment. As a result, the Company filed Company Petition No. 699 of 2021 under the Insolvency and Bankruptcy Code, 2016, leading to the commencement of the Corporate Insolvency Resolution Process (CIRP). Pursuant to this process, a Resolution Plan was approved, and the Company recovered Rs10.40 crore.

As the recovery under the Resolution Plan did not fully satisfy the Companys claim, an application has been filed to invoke the personal guarantees executed by Mr. Girish Rajnikant Shah and Mr. Rajesh Ramniklal Shah. These personal guarantees were part of the original security arrangement for the loan. The matter has been registered under Section 95(1) of the Insolvency and Bankruptcy Code, 2016, and is currently pending before the Hon Rs ble Tribunal.

16. Bad Debts written off during the Year

The Company has written off an amount of Rs Nil (Rs 52.58 Lakhs for the previous F.Y. 2023-24) as bed debt during the financial year 2024-25.

In a significant development, the Hon Rs ble National Company Law Tribunal, Mumbai Bench ( " NCLT " ), vide its order dated October 24, 2024, in IA No. 28/2024 in CP No. 699/2021, approved the resolution plan submitted by Jagjit Estate and Development Company Pvt. Ltd. ( " Successful Resolution Applicant " ) in the Corporate Insolvency Resolution Process ( " CIRP " ) of Mundara Estate Developers Limited ( " MEDL " or " Corporate Debtor " ), under the provisions of the Insolvency and Bankruptcy Code, 2016.

In accordance with the terms of the approved resolution plan, the Company, in its capacity as a Financial Creditor, received a recovery of Rs10.40 crore. The balance amount of Rs16.94 crore, as reflected in the Company Rs s books and not recoverable through the resolution process, has been prudently written off during the year. This amount has been recognised under " Exceptional Items " in the Statement of Profit and Loss, in compliance with applicable accounting standards and the Company Rs s commitment to fair and transparent financial reporting. The Company remains focused on safeguarding stakeholder interests and continuously enhancing the quality and reliability of its financial disclosures.

17. Directors and Key Managerial Personnel (KMPs)

I. Details of KMPs and Appointments

During the financial year under report, followings have been designated as the key managerial personnel of the Company pursuant to Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Mr. Gautam M. Jain - Chairman & Managing Director

(b) Mr. Rahul G. Jain - Wholetime Director & Chief Financial Officer

(c) Ms. Hetal Koradia - Company Secretary & Compliance Officer

There is a change in the composition of Board of Directors of the Company during the financial year ended on March 31, 2025, details of which are given herein under.

Re-appointment of Independent Director

Pursuant to approval of the shareholders through postal ballot by way of electronic means on March 14, 2024, Mr. Prashant Kheskani (DIN: 02589654) has been reappointed as NonExecutive Independent Director of the Company for a second

term of five years with effect from April 01, 2024 to March 31, 2029 in compliance with the provisions of Section 149, 152 and other applicable provisions of the Act and Rules made thereunder and his office shall not be liable to retire by rotation.

Appointment of Independent Director

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company has its meeting held on August 10, 2024 appointed Mr. Balveermal Kewalmal Singhvi (DIN: 05321014) and Mrs. Monika Gaurav Gupta (DIN: 07224521) respectively, as Additional Independent Director and Additional Independent and Woman Director of the Company to hold the office for a period of five consecutive years from the date of their appointment at the board meeting.

The Board of Directors had recommended the appointment of Mr. Balveermal Kewalmal Singhvi (DIN: 05321014) as an Independent Director and Mrs. Monika Gaurav Gupta (DIN: 07224521) as an Independent Director and Woman Director of the Company, for approval by the shareholders.

Subsequently, the shareholders approved their appointments at the 32 nd Annual General Meeting of the Company held on September 27, 2024.

Pursuant to the provisions of the Section 149 of the Act, all the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in circumstance affecting their status as Independent Directors of the Company.

II. Completion of Tenure of an Independent Directors

Mr. Sandip Sarbatmal Bhandari (DIN: 01379445) and Mr. Nilesh Rajanikant Desai (DIN: 00414747) have successfully completed their second and final term as Independent Directors of the Company and, accordingly, ceased to hold office with effect from the close of business hours on September 30, 2024. Consequent to their cessation, they also relinquished their roles as members and chairpersons of various statutory committees of the Board.

The Board of Directors places on record its sincere appreciation and gratitude for their invaluable guidance, commitment, and significant contributions to the Company Rs s governance and growth during their tenure.

III. Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the articles of association of the Company, Mr. Gautam M. Jain (DIN: 00160167) will retire by rotation at this annual general meeting and being eligible, he offers himself for re-appointment. The Board recommends his appointment.

IV. Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, all the Independent Directors have submitted declarations under Section 149(7) of the Companies Act, 2013 that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. Independent Directors of the Company have completed online proficiency self-assessment test conducted by the said Institute.

V. Evaluation of the Board Rs s Performance

Pursuant to the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of the directors individually considering various aspects of the boards functioning such as adequacy of the composition of the Board and its committee(s), board culture, experience & competencies, execution and performance of specific duties & obligations, governance etc.

Separate exercise was carried out to evaluate the performance of each of the individual directors including the boards chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholdersRs interest etc.

The evaluation of the Independent Directors was carried out by the entire board excluding Independent Directors and that of the Chairman and the performance evaluation of the Non-Independent Director and the board as a whole was carried out by the Independent Directors. The performance

evaluation of the Executive Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Wholetime Director and other NonExecutive Director(s).

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the board and its committees with the Company. This may be considered as a statement under provisions of Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014. As at closure of the financial year, the board of your Company is composed with proper number of Executive and Non-Executive Director(s).

VI. Disclosure under Section 164(2) of the Companies Act, 2013

On the basis of the written representations received from the Directors as on March 31, 2025 and taken on record by the Board of Directors, none of Directors is disqualified as on March 31, 2025 from being appointed as a Director in terms of Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

18. Policy on Directors Rs Appointment and Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy, inter alia, for the nomination and appointment (including remuneration) of Directors, senior management and key managerial personnel of the Company. The details of Nomination and Remuneration Policy are available on the Company Rs s website at following weblink: https://www.metrogloballimited.com/wp-content/

uploads/2020/08/MGL-Nomination-and-Remuneration- Policy-v2.pdf

The Board of Directors of the Company follows the Nomination and Remuneration Policy and the Board Diversity Policy and other applicable policies of the Company to determine qualification, positive attributes, and independence of the Directors. Directors are appointed / re-appointed with the approval of the Members for a term in accordance with the provisions of the law and the Articles of Association of the Company. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise specifically stated in the Articles of Association or under any statute or terms of appointment. One third of the Directors who are liable to retire by rotation, retire at every Annual General Meeting and are eligible for re-appointment.

Additional details on the election process, appointment of Directors and the details of remuneration paid to Directors and Managerial Personnel form a part of the Corporate Governance Report.

19. Number of Meetings of Board of Directors

The Board of Directors met 4 (Four) times during the financial year ended March 31, 2025. The details of the board meetings and the attendance of the directors are provided in the Corporate Governance Report, which is a part of this report.

20. Directors Rs Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, with respect to the directors responsibility statement, it is hereby stated:

a. that in the preparation of the annual financial statements for the year ended on March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in notes to the financial statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements for the year ended on March 31, 2025 have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that the system to ensure the compliances with the provisions of all applicable laws was in place and were adequate and operating effectively.

21. Details in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements

The Company has designed and implemented process driven framework for internal financial controls within the meaning of explanation to Section 134(5)(e) of the Act.

For the financial year ended on March 31, 2025, the Board is of the opinion that the Company has adequate internal control systems commensurate with the size, scale and

complexity of its business operations. The internal control systems comprising of policies and procedures are designed to ensure sound management of your Companys operations, safe keeping of its assets, optimal utilization of resources, reliability of its financial information and compliances. The internal financial control operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved internal controls whenever the effect of such gaps would have a material effect on the Company Rs s operations.

The Board of Directors on the recommendations of the Audit Committee, appointed M/s. Rajni Shah & Associates, Chartered Accountant, as Internal Auditor of the Company for the financial year 2025-26. Other details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

22. Risk Management Policy

The Company has a well-defined risk management framework in place, which provides an integrated approach for identifying, assessing, mitigating, monitoring and reporting of risks associated with the business of the Company. The Company has developed Risk Management Policy in accordance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 ( " SEBI Listing Regulations " ). It establishes various levels of accountability and overview within the Company, while vesting identified officials with responsibility for each significant risk.

The board has delegated responsibility to the Committee to monitor and review risk management, assessment and minimization procedures and to develop, implement and monitor the risk management plan and identify, review and mitigate all elements of risks which the Company may be exposed to. The Audit Committee and the board also periodically review the risk management assessment and minimization procedures.

The board takes responsibility for the overall process of risk management in the organization. Through Enterprise Risk Management Programme, business units and corporate functions address opportunities and attend the risks with an institutionalized approach aligned to the Company Rs s objectives. This is facilitated by internal audit. The business risk is managed through cross functional involvement and communication across businesses.

A Risk Management Policy adopted by the board in this regard includes identification of elements of risks which mainly covers strategic risk, operational risk, financial risk

and hazardous risks which can be accessed from the website of the Company at the following web link:

https://www.metroqloballimited.com/wp-content/

uploads/2020/08/MGL-Risk-Management-Policy.pdf

More details on the risk and concern factors have been given in the management discussion and analysis report.

23. Committees of the Board

Audit Committee

The Audit Committee comprises of three members. The Chairman of the Committee is an Independent Director. The Committee met four times during the year. All the recommendations, if any, made by the Audit Committee were accepted by the Board of Directors during the period under report. Details of the role and responsibilities of the Audit Committee, the particulars of meetings and attendance of the Members at such Meetings are given in the Corporate Governance Report which form part of this report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of three members, all of which are Non-Executive & Independent Directors. The Committee met four times during the year. Details of the role and responsibilities of the Committee, the particulars of meetings held and attendance of the members at such meetings are recorded in the Corporate Governance Report which form part of this report.

Corporate Social Responsibility (CSR) Committee

As per Section 135(9) of the Companies Act, 2013, where the amount to be spent by a Company does not exceed fifty lakhs rupees, the requirement for the CSR Committee shall not be applicable, accordingly CSR Committee of the Committee dissolved and the functions of CSR Committee shall be discharged by the Board of Directors of the Company.

The Company aims to remain conscientious to the society with its social responsibility, and strongly connected with the principle of sustainability. We are an organization that not only focuses on monetary returns, but also are equally mindful of the social and environmental responsibilities. It is one of the core responsibilities of the Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - F of this report in the format prescribed in the Companies (CSR Policy) Rules, 2014.The Policy is available

on Company Rs s website of the Company at the following web link:

https://www.metroglobaMimited.com/wp-content/

uploads/2020/08/Corporate-Social-Responsbility-Policy.pdf

Stakeholder Relationship Committee

The Stakeholder Relationship Committee comprises of three members. The Chairman of the Committee is the NonExecutive Independent Director. The Committee met four times during the year. Details of the role and functioning of the Committee, the particulars of meeting held and attendance of the members at such meetings are given in the Corporate Governance Report which form part of this report.

24. Internal Complaints Committee (ICC)

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is gender neutral and provides the employees safety against harassment, if any. The said policy adopted by the Company for prevention of sexual harassment at workplace is available on its website at the following web link: https://www.metrogloballimited. com/wp-content/uploads/2020/08/Policy-on-Prevention-of- Sexual-Harassment.pdf

During the financial year ended on March 31, 2025, the Company did not receive any complaint pertaining to sexual harassment.

Detailed Reporting on Sexual Harassment Complaints:-

a) The number of sexual harassment complaints received during the year :- NIL

b) The number of such complaints disposed of during the year :- N.A.

c) The number of cases pending for a period exceeding ninety days: - N.A.

In compliance with the provisions of Section 21(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the Company has duly submitted the Annual Report of the Internal Complaints Committee (ICC) for the calendar year 2024 to the designated District Officer within the prescribed timeline.

25. Compliance with the Maternity Benefit Act, 1961

The Board affirms that the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year ended March 31, 2025, reflecting its commitment to employee welfare and statutory compliance.

26. Corporate Governance Report

The Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by Law. The Company is committed to transparency in all its dealings and places high emphasis on business ethics. A report on corporate governance as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this annual report.

27. Management Discussion and Analysis Report

A detailed analysis of the Companys performance is made in the management discussion and analysis report, which forms part of this annual report.

28. Code of Conduct

The Board of Directors has laid down a Code of Conduct ( " Code " ) for the board members, managerial personnel and for senior management employees of the Company. This Code has been posted on the Companys website at https:// www.metrogloballimited.com/wp-content/uploads/2023/02/ MGL-Code of Conduct BOD.pdf.

All the board members and senior management personnel have affirmed compliance with this code. A declaration signed by the Managing Director to this effect forms part of the Corporate Governance Report.

The Board of Directors has also laid down a Code of Conduct for the Independent Directors pursuant to the provisions of Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to the professional conduct for Independent Directors and has been uploaded on the website of the Company at the following weblink: https://www. metrogloballimited.com/wp-content/uploads/2020/08/MGL- Code-of-Conduct-for-Independent-Directors.pdf

29. Prevention of sexual harassment at workplace

In accordance with the requirements ofthe Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ( " POSH Act " ) and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any complaints arising under the POSH Act. All employees are covered under this Policy.

30. Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Annual Return of the Company as on March 31, 2025 is available on the Company Rs s website and can be accessed at https://www. metrogloballimited.com/mgt-7.

31. Contracts or arrangements with Related Parties

All the related party transactions, if any, are being entered on arms length basis, in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and relevant Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your directors further confirm that there were no materially significant related party transactions made by the Company with promoters, directors or key managerial personnel etc. which may have potential conflict with the interest of the Company at large.

All the related party transactions are presented to the Audit Committee and to the Board. Omnibus approval has been obtained from Audit Committee, Board of Directors and members of the Company for the transactions with the related parties.

The policy on related party transactions as approved by the board has been uploaded on the Companys website at the following weblink: https://www.metrogloballimited. com/wp-content/uploads/2020/08/Policy-on-Related-Party- Transactions-v2.pdf.

Form AOC - 2 pursuant to clause (h) of sub Section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 for disclosure of particulars of contracts / arrangements, if any, entered into by the Company with the related parties as referred in Section 188(1) of the Companies Act, 2013 for financial year ended March 31, 2025 is enclosed herewith as Annexure - B.

32. Insurance

The Company has taken appropriate insurance for all assets against foreseeable perils.

33. Particulars of Employees and Remuneration

As required by the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the particulars are set out in Annexure - C.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees Rs particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, the Member may write to the Company Secretary in this regard.

34. Conservation of Energy, Technology Absorption & Foreign Exchange outgo

The particulars as to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed in terms of Section 134 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 have been given separately as Annexure - D.

35. Auditors

Statutory Auditors and their Report

M/s. KPSJ & Associates LLP, Chartered Accountants, Ahmedabad (FRN: 124845W/W100209) were appointed as Statutory Auditors of the Company to hold the office for a term of five years from the conclusion of the 28 th annual general meeting held on September 29, 2020 until the conclusion of the ensuring AGM.

The Company has received confirmation from the Statutory Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors of the Company on the recommendation of the Audit Committee has re-appointed M/s. KPSJ & Associates LLP as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term 5 (five) years to hold office from the conclusion of the ensuing AGM till the conclusion of 38 th AGM of the Company to be held in the year 2030, subject to approval by the Members at the ensuing AGM.

The Board recommends to seek consent of its Members at the ensuing AGM on re-appointment of M/s. KPSJ & Associates LLP as Statutory Auditors for tenure of 5 (five) years, to examine and audit the accounts of the Company during the said period.

The AuditorsRs Report issued by M/s. KPSJ & Associates LLP, for the financial year ended on March 31, 2025 forms part of this annual report and there is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their report.

Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company has appointed M/s. Mehul Raval & Associates., Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct an audit of secretarial records and compliances of the Company, for a period of 5 (five) consecutive years to hold office from the conclusion of the ensuring AGM till the conclusion of 38 th AGM of the Company to be held in the year 2030,subject to approval by the Members at the ensuing AGM.

The Secretarial Audit Report for the financial year ended on March 31, 2025 is annexed herewith as Annexure - E and the same is unmodified i.e. does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditors

During the financial year under report, M/s. Rajni Shah & Associates, Chartered Accountants has acted as the Internal Auditors of the Company. Audit observations of M/s. Rajni Shah & Associates, Chartered Accountants and corrective actions thereon are periodically presented to the Audit Committee of the Board. The Board of Directors on the recommendation of the Audit Committee re-appointed M/s Rajni Shah & Associates, Chartered Accountants to carry out the internal audit of the company for the FY 2025-26.

Cost Auditors

In accordance with Section 148 of the Companies Act, 2013, as amended by the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is not required to appoint a Cost Auditor or conduct an audit for the financial year 2024-25, as it does not have any manufacturing facilities. The requirement for maintaining cost records, as stipulated by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013, is not applicable.

36. Managing the Risks of Fraud, Corruption and Unethical Business Practices

Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behaviour, improper practice, wrongful conduct taking place, actual or suspected fraud or violation of the Companys Code of Conduct or corporate governance policies or any improper activity to the Chairman of the Audit Committee of the Company or to the Chairman of the board. The Whistle Blower Policy has been duly communicated within the Company.

Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard. The said Vigil Mechanism / Whistle Blower Policy has been uploaded on website of the Company and can be accessed at the following web link:

https://www.metrogloballimited.com/wp-content/

uploads/2020/08/MGL-Whistle-Blower-Vigil-Mechanism-

Policy.pdf

Code of Conduct to Regulate, Monitor and Report trading by insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct to Regulate, Monitor and Report trading by Insiders (Insider Code). Any Insiders (as defined in Insider Code) including designated employees, designated persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the " unpublished price sensitive information " are available with them.

The Insider Code also requires pre-clearance for dealing in the Company Rs s shares and prohibits dealing in Company Rs s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed.

37. Reporting of Frauds by Auditors

During the year under report, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

38. Compliance with Secretarial Standards

The Company complies with all applicable mandatory secretarial standard issued by the Institute of Company Secretaries of India (ICSI).

39. Auditors Certificate on Corporate Governance

A certificate from Statutory Auditors of the Company regarding compliance of conditions of corporate governance as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached in the Corporate Governance Report which form part of this report.

40. Other Disclosures

1. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

2. There are no proceedings, either filed by Metroglobal or filed against Metroglobal, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the financial year 2024-25 except details provide in point no. 15 of this report.

3. There was no instance of onetime settlement with any Bank or Financial Institution.

41. Acknowledgments

Your Directors wish to convey their appreciation to all the employees of the Company for their enormous efforts as well as their collective contribution, co-operation, active participation and professionalism as all such things have collectively made the Company Rs s growth possible.

The Directors would also like to thank the Shareholders, Customers, Dealers, Suppliers, Bankers, Government, Regulatory Authorities and all other Business Associates for their continuous support to the Company and their confidence in its management. Finally, the Directors thank you all for your continued trust and support.

Registered Office 506-509, Shilp Building,	For and on behalf of Board of Directors
Opp. Girish Cold Drinks,	Gautam M. Jain
C.G. Road, Navrangpura,	(Chairman)
Ahmedabad - 380009, Gujarat, India CIN:L21010GJ1992PLC143784 Tel. No.: +91-79-2646 8016, 2646-9150	(DIN: 00160167)
Email: cs@metroglobal.in	Place: Ahmedabad
Website: www.metrogloballimited.com	Date: August 12, 2025