Metro Brands Limited — Proxy Solicitation & Information Statement 2022

Mar 10, 2022

Date: March 10, 2022

The Manager Listing Department BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001

Scrip code: 543426

The Manager Listing Department National Stock Exchange of India Limited, "Exchange Plaza", 5th Floor, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra, Mumbai-400051. Symbol: METROBRAND

Subject: Notice of Postal Ballot - Intimation under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice of Postal Ballot dated March 07, 2022, issued by the Company.

The Notice of Postal Ballot has been circulated through electronic mode to all Members whose names appear on the Register of Members/ List of Beneficial Owners as on 4th March, 2022 ("Cut-Off Date").

Thee-Voting period will commence from 10:00 A.M. (IST) on Friday, 11th March, 2022 and shall end at 05:00 P.M. (IST) on Saturday, 9th April 2022.

The said Notice is also uploaded and available on our website at www.metrobrands.com

We request you to take the above information on record.

Yours faithfully, For Metro Brands Limited,

Deepa~~ (Company Secretary & Compliance Officer) Membership No: 16019

METRO BRANDS LIMITED Registered Office:

401, Zillion, 4th Floor, LBS Marg & CST Road Junction, Kurla (W}, Mumbai - 400070. Tel: +91 22 6656 0444

Email: info@metrobrands.com Website: www.metrobrands.com CIN: L 19200MH1977PLC019449 ISO 9001: 2015 Company

METRO BRANDS LIMITED CIN: L19200MH1977PLC019449

Registered Office: 401, Zillion, 4th Floor, LBS Marg & CST Road Junction, Kurla (West), Mumbai-400070 IN Tel: 022 26547700 ; Website: www.metrobrands.com E‐mail: investor.relations@metrobrands.com

Dear Member(s),

POSTAL BALLOT (BY ELECTRONIC MEANS) NOTICE

NOTICE is hereby given pursuant to Section 110 of the Companies Act, 2013 ("the Act") and other applicable provisions of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and other applicable Rules there under (including any statutory modification(s) or re-enactment thereof, for the time being in force), and in terms of the General Circulars issued by the Ministry of Corporate Affairs, Government of India (the 'MCA') in relation hereto including General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39 /2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2020 dated December 8, 2021 ("MCA Circulars"), relevant provisions of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, Secretarial Standard-2 (SS-2) on General Meetings and any other applicable laws and regulations, the resolutions appended below are proposed to be passed by members of Metro Brands Limited ("the Company") through postal ballot (By Electronic Means) ("the Postal ballot") /electronic voting ("e-voting").

In accordance with the MCA Circulars, members can vote (electronically) only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes in this Postal Ballot Notice so as to cast their votes electronically from 10:00 a.m. IST on Friday,11 th March, 2022 and not later than 5:00 p.m. IST on Saturday, 9 th April, 2022, (the last day to cast vote electronically) to be eligible for being considered.

SPECIAL BUSINESS

Item No. 1: To Approve the right to nominate directors by the Investor pursuant to Article 155 read with Article 157 of the Articles of Association of the Company.

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the Articles of Association of the Company and applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force), consent of the members of the Company be and is hereby accorded to approve Articles 155 read with 157 of the Articles of Association of the Company;

"RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps and actions for the purpose of making applications, filings and registrations as may be required in relation to the above resolution and further to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the aforesaid resolution and to authorise any of the directors and/or key managerial personnel and/or officers of the Company to take necessary actions on behalf of the Company in this regard."

Item No. 2: To Approve the right to nominate directors by the Promoter & Promoter Group Shareholders pursuant to Article 156 of the Articles of Association of the Company.

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the Articles of Association of the Company and applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force), consent of the members of the Company be and is hereby accorded to approve Article 156 of the Articles of Association of the Company;

"RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps and actions for the purpose of making applications, filings and registrations as may be required in relation to the above resolution and further to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the aforesaid resolution and to authorise any of the directors and/or key managerial personnel and/or officers of the Company to take necessary actions on behalf of the Company in this regard."

Item No. 3: To ratify the Metro Brands Limited Employee Stock Option Plan, 2008.

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

"RESOLVED THAT, pursuant to the Section 62(1)(b) and other applicable provisions of the Companies Act, 2013 ("the Act"), read with applicable rules, circulars, notifications issued thereunder including any statutory modification(s) or re-enactment(s) thereof for the time being in force), provisions contained in the Memorandum of Association ("MOA") and the Articles of Association ("AOA") of the Company, Regulation 12 and other applicable provision(s) of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021 ("SEBI SBEB REGULATIONS"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time, and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of

the Company (hereinafter referred to as the "Board" which term shall be deemed to include any Board Committee, including the Nomination, Remuneration and Compensation Committee, which the Board has constituted to exercise its powers, including the powers, conferred by this resolution read with Regulation 5 of SEBI SBEB Regulations, 'Metro Brands Limited Employee Stock Option Scheme 2008" ("ESOS 2008"), as approved by the shareholders of the Company at the Annual General Meeting of the Company held on 11th September, 2008, and was further amended by Shareholders vide resolutions dated 26th September 2014, 5th August 2021 and 23rd September, 2021 prior to Initial Public Offering (IPO) of shares of the Company, be and is hereby ratified within the meaning of Regulation 12 of SEBI SBEB Regulations and the consent of the shareholders be and is hereby accorded to create, grant, offer, issue, vest and allot from time to time, in one or more tranches to the eligible employees of the Company, as defined under the ESOS 2008 and to such other persons as may from time to time be allowed to be eligible for the benefits of the employee stock option plan under applicable laws and regulations prevailing from time to time, under ESOS 2008, as may be decided by the Board, such number of options which shall not exceed 53,00,000 (Fifty Three Lacs) and such other conditions as may be fixed or determined by the Board in accordance with the provisions of applicable laws including SEBI SBEB Regulations, the Act and provisions of the ESOS 2008."

"RESOLVED FURTHER THAT the Board, be and is hereby authorized, without prejudice to the generality of the above, but subject to the terms, as approved by the members, to implement, formulate, evolve, decide upon and bring into effect ESOS 2008 on such terms and conditions as broadly contained in the explanatory statement and to make any further modification(s), change(s), variation(s), alteration(s) or revision(s) in the terms and conditions of the ESOS 2008 (within the contours of the ESOS 2008), from time to time, including but not limited to, amendment(s) with respect to vesting conditions, period and schedule, exercise price, exercise period, performance/ eligibility criteria for grant/ vesting or to suspend, withdraw, terminate or revise the ESOS 2008 in such manner as the Board or any other person authorized by the Board may determine."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of equity shares to be allotted under ESOS 2008 on Stock Exchange(s) as per SEBI Listing Regulations and SEBI SBEB Regulations and other applicable laws and regulations."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot equity shares upon exercise of options from time to time in accordance with the ESOS 2008 and such equity shares shall rank pari passu in all respects with all other existing Shares of same class issued by the Company.

"RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, split or consolidation of shares, merger/ amalgamation or sale of division/undertaking or other re-organization etc. of the number of above-mentioned options in the Scheme shall be appropriately adjusted."

"RESOLVED FURTHER THAT any of the Whole time Directors, Chief Executive Officer, Chief Financial Officer, Company Secretary and Vice President – Legal of the Company be and are hereby severally

authorized to finalise, sign and execute any document, deed, agreement, letter or any such writing on behalf of the Company and do all such acts deeds and things (including filings with Registrar of Companies and Stock exchanges and updating the Company's Register of Members) as may be necessary and/or expedient in the interest of the Company in order to give effect to the above resolution."

By Order of the Board For Metro Brands Limited

Sd/- Deepa Sood Company Secretary and Compliance Officer Membership No. – A16019

Date: March 7, 2022 Place: Mumbai

METRO BRANDS LIMITED CIN: L19200MH1977PLC019449

Registered Office: 401, Zillion, 4th Floor, LBS Marg & CST Road Junction, Kurla (West), Mumbai-400070 IN Tel: 022 26547700 ; Website: www.metrobrands.com E‐mail: investor.relations@metrobrands.com

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item Nos 1 & 2

The Articles 155, 156 and 157 of the Articles of Association enable the Company to appoint Nominee Directors by Investor and Promoter & Promoter Group shareholders based on their percentage of holding in the Company. The said Articles also envisage that these provisions will be subject to the approval of the Shareholders obtained subsequent to the Initial Public Offer (IPO) of the equity shares of the Company. These relevant articles are presented below:

1. The Investor shall have the right to nominate and appoint 1 (one) nominee Director (hereinafter referred to as "Investor Nominee Director") on the Board of Directors of the Company, provided however that such right shall be exercisable so long as the shareholding of the Investor does not fall below 5.00% (five per cent) of the total paid-up share capital of the Company, on a fully diluted basis.

Provided further that the right to appoint the Investor Nominee Director shall be subject to the approval of the shareholders of the Company by way of a special resolution subsequent to the listing and trading of the Equity Shares of the Company on a recognized stock exchange in India.

The Board of Directors shall meet to appoint such individual as may be nominated by the Investor in accordance with the Agreement as a Director of the Company, in accordance with Applicable Law (as defined under the Agreement, as amended).

• 1. The Promoter and Promoter Group Shareholders shall, collectively have the right to nominate and appoint such number of nominee Director(s) ("Promoter Nominee Director(s)") on the Board of Directors of the Company, as provided below:
• a. So long as the Promoter and Promoter Group Shareholders together hold such number of Equity Shares which together constitute 25.00% (twenty-five per cent) or more of the paid-up share capital of the Company on a fully diluted basis, they shall, collectively have the right to appoint 2 (two) Promoter Nominee Directors.
• b. So long as the Promoter and Promoter Group Shareholders together hold such number of Equity Shares which together constitute 5.00% (five per cent) or more, but less than 25.00% (twenty-five per cent), of the paid-up share capital of the Company on a fully diluted basis, they shall, collectively have the right to appoint 1 (one) Promoter Nominee Director.

Such Promoter Nominee Director(s) shall not be bound to hold any qualification shares. It is clarified that the said rights are for the benefit of the Promoter and Promoter Group Shareholders and such right of the remaining Promoter and Promoter Group Shareholders shall not be affected in the event of cessation of one or more of such Promoter and Promoter Group Shareholders and further that the aforesaid rights cannot be transferred to any other person by any of the aforementioned Promoter and Promoter Group Shareholders as a result of a sale of their shareholding or for any other reason. Further, such rights of appointment of Promoter Nominee Director(s) shall not supersede the requirement of having majority of independent Directors on the Board of Directors of the Company, or any other provisions of applicable law."

1. Subject to Article 155, the Investor shall have the right to replace or remove the Investor Nominee Director at any time and from time to time. It is clarified that if the Investor does not propose any person for appointment as the Investor Nominee Director at any time, then such act will not constitute future waiver of right to nominate on part of the Investor.

The IPO has been completed and the shares of the Company are listed on the BSE and NSE with effect from December 22, 2021. Accordingly, Board considered the above resolution at Item Nos. 1 & 2 at its meeting held on March 07, 2022 and recommended the same for the approval of the Shareholders.

The Board recommends the Special Resolution, as set out in Item nos. 1 & 2 of the Postal Ballot notice, for approval of the Shareholders.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives except for Mr. Utpal Sheth, Non-executive director, are in any way concerned or interested (financially or otherwise), in the proposed Special Resolution at Item No. 1.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives except for Mr. Rafique Malik, Chairman of the Company and Ms. Farah Malik Bhanji, Managing Director are in any way concerned or interested (financially or otherwise), in the proposed Special Resolution at Item No. 2.

Item No 3

Pursuant to resolution passed by Shareholders on 11th September, 2008, the Company had established ESOS 2008. The Scheme was further modified by the members of the Company by way of resolutions passed in general meetings on September 26, 2014, August 5, 2021 and September 23, 2021.

The aggregate number of options that can be granted under the ESOS 2008 does not exceed 53,00,000. Each option granted under the ESOS 2008 confers right upon the eligible employee to apply for one equity share.

Details of grant, exercise and lapsing of options as at March 07, 2022 on a cumulative basis as are below:

Particulars	Total
Options granted	36,00,092
Options exercised	15,54,750
Options Forfeited/lapsed/expired	1,08,874
Options outstanding	37,45,250

In terms of Regulation 12 (1) of the SEBI SBEB Regulations:

"No company shall make any fresh grant which involves allotment or transfer of shares to its employees under any scheme formulated prior to its IPO and prior to the listing of its equity shares ('pre-IPO scheme') unless:

• i. Such pre-IPO scheme is in conformity with these regulations; and
• ii. Such pre-IPO scheme is ratified by its shareholders subsequent to the IPO:

Provided that the ratification under clause (ii) may be done any time prior to grant of new options or shares or SAR under such pre-IPO scheme."

Accordingly, it is required to get ESOS 2008 ratified by shareholders of the Company under Regulation 12(1) of SEBI SBEB Regulations.

Details and particulars of the Scheme as required under Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are as follows:

Sr. No	Requirement	Disclosure
a.	Brief Description of the	As per ESOS 2008 Plan Annexed to the Postal Ballot Notice
	ESOS Scheme
b.	The total number of	Employee Stock Options exercisable into not more than
	options to be granted	53,00,000 equity shares of face value ₹ 5/- each of the
		Company, (including the Options already granted).
c.	Identification of classes of	A permanent employee or a director of the Company, whether
	employees entitled to	whole-time or not, but excluding promoter director and an
	participate in Metro	independent director or an employee of a subsidiary company of
		the Company but excludes:

	Brands Limited Employee Stock Option Scheme 2008	a. an employee who is a Promoter or belongs to the Promoter Group; b. a director who either by himself or through his relatives or through any body corporate, directly or indirectly holds more than 10% of the issued and subscribed shares of the Company.
d.	The requirements of vesting and period of vesting	Vesting is linked to being in continued employment with the Company. In addition, the Nomination, Remuneration and Compensation Committee may also, at its discretion, lay down certain performance parameters – corporate, individual or a combination, on achievement of which the Options would vest.
e.	The maximum period within which the options shall be vested	Covered in point (d) above
f.	The exercise price or the formula for arriving at the same	The options will be granted at a price as may be determined by the Board/NRC from time to time.
g.	The exercise period and process of exercise	The Options granted shall be capable of being exercised within a period not being more than 5 years from the date of vesting of the respective Options.
h.	The lock-in period if any	Nil
i.	The appraisal process for determining the eligibility of employees for the Metro Brands Limited Employee Stock Option Scheme 2008	Board/NRC shall be entitled to make the granting or vesting of any or all of the Options granted to an eligible employee as per terms of ESOS 2008.
j.	The maximum number of options offered, issued and granted per employee and in aggregate	The maximum number of Options that may be granted per Employee shall vary depending upon the designation and the appraisal/assessment process, however, shall not exceed 5,00,000 (Five Lacs) Options per eligible Employee. Further, the Board/NRC reserves the right to decide the number of Options to be granted and the maximum number of Options that can be granted to each Employee within this ceiling
k.	The maximum quantum of benefits provided per employee	5,00,000 (Five Lacs)

l.	A statement to the effect that the Company shall conform to the accounting policies specified in regulation 15; and applicable Accounting Standards	The Company shall comply with the applicable accounting standards as specified in regulation 15 of the SEBI SBEB Regulations and Rule 12 (2) (m) of The Companies (Share Capital and Debentures) Rules, 2014.
m.	The method which the company shall use to value its options	The Company shall value its option at fair value or such other method as permitted by accounting standards in force from time to time.
n.	The conditions under which option vested in employees may lapse e.g., in case of termination of employment for misconduct	As per ESOS 2008 scheme

The Board recommends the Special Resolution, as set out in Item No. 3 of the Postal Ballot notice, for approval of the shareholders.

None of the directors and/or key managerial personnel of the Company and/or their relatives, are in any way concerned or interested (financially or otherwise), in the proposed Special Resolution, except to the extent of their shareholding in the Company, if any.

By Order of the Board For Metro Brands Limited

Sd/- Deepa Sood Company Secretary and Compliance Officer Membership No. A16019

Date: March 7, 2022 Place: Mumbai

METRO BRANDS LIMITED CIN: L19200MH1977PLC019449

Registered Office: 401, Zillion, 4th Floor, LBS Marg & CST Road Junction, Kurla (West), Mumbai-400070 IN Tel: 022 26547700 ; Website: www.metrobrands.com E‐mail: investor.relations@metrobrands.com

NOTES:

• 1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 ("the Act") read with Rules made thereunder, setting out material facts concerning the Resolutions, is given above.
• 1. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Beneficial Owners as on 4 th March, 2022 ("Cut-Off Date") received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.
• 1. The Board of Directors of the Company at its Meeting held on 7 th March, 2022, have appointed M/s Mehta & Mehta, Company Secretaries, as the Scrutinizer for conducting the Postal Ballot in a fair and transparent manner. Ms. Ashwini Inamdar (Membership No. F9409), Partner and failing her, Mr. Atul Mehta (Membership No. F5782), Partner, will represent M/s Mehta & Mehta, Company Secretaries.
• 1. All the material documents referred in Explanatory Statement shall be available for inspection through electronic mode, basis the request being sent by Members on email id: investor.relations@metrobrands.com mentioning their name, Folio no. / Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.
• 1. All correspondence related to change of address, change in e-mail ID already registered with the Company, transfer / transmission of shares, issue of duplicate share certificates, Company mandates and all other matters relating to the shareholding in the Company may be made to M/s. Link lntime India Private Limited, the Registrar and Share Transfer Agent ("RTA").
• 1. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.
• 1. In accordance with Regulation 44 of SEBI Listing Regulations and Section 108 of the Act and the Rules made thereunder, the Company has engaged Link lntime India Private Limited as the agency for facilitating the Members to communicate their assent or dissent through Electronic Means in respect of the aforesaid resolutions. The detailed procedure for Voting through electronic means

("e-voting") is appended in the Notes to Notice. The e-voting shall commence at 10.00 A.M. on 11th March, 2022.

• 1. As per Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, Notice of Postal Ballot may be served on the Members through electronic means. Members who have registered e-mail Ids are being sent this Notice of Postal Ballot by e-mail.
• 1. Postal Ballot Notice can be downloaded from the Company's website i.e., www.metrobrands.com.
• 1. Resolutions passed by the Members through Postal Ballot by electronic means are deemed to have been passed as if they have been passed at a General Meeting of the Members.
• 1. A member desiring to vote by electronic means is requested to read the instructions for Postal Ballot carefully and register their electronic vote before 5:00 pm on 9 th April, 2022. In case a member has any queries or grievances regarding e-voting he or she may send mail to investor.relations@metrobrands.com
• 1. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Members as on the Cut Off Date and a person who is not a Member as on the Cut Off Date should treat this Notice for information purposes only.
• 1. Information as required under SEBI LODR Regulations & Companies (Share Capital and Debentures) Rules, in respect of the special business forming part of the Notice of Postal Ballot by electronic means is furnished in the above Explanatory Statement and forms part of the Notice.
• 1. The Scrutiniser's decision on the validity of the vote shall be final.
• 1. Once the vote on a resolution stated in this Notice is cast by a shareholder through Remote evoting, the shareholder shall not be allowed to change it subsequently and such e-vote shall be treated as final.
• 1. The Scrutinizer will submit her / his report to the Chairperson/or any person authorised by her / him after the completion of scrutiny, and the Results will be declared by the Company within 48 hours of the closing of e-voting period on its website www.metrobrands.com and communicated to the Stock Exchanges, where the shares of the Company are listed.

VOTING THROUGH ELECTRONIC MEANS – INSTRUCTIONS

The Company has engaged the services of Link Intime India Private Limited as the Agency to provide facility for remote e-voting.

The e-voting period commences on 11th March 2022 at 10:00 a.m. and ends on 5:00 p.m. on 9 th April, 2022 During this period members may cast their votes electronically. The e-voting module will be disabled for voting after 5:00 p.m. on 9 th April, 2022.

Once the vote on a resolution is cast by the member, the same will not be allowed to be changed subsequently.

The Details and the process and manner for remote e-voting are explained herein below:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

• 1. Individual Shareholders holding securities in demat mode with NSDL
• i. Existing IDeAS user can visit the e-Services website of NSDL viz... https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login"" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be re-directed to "InstaVote" website for casting your vote during the remote e-Voting period.
• ii. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
• iii. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to "InstaVote" website for casting your vote during the remote e-Voting period.
• 1. Individual Shareholders holding securities in demat mode with CDSL

• i. Existing users who have opted for Easi / Easiest, can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
• ii. After successful login of Easi/Easiest the user will be able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to "InstaVote" website for casting your vote during the remote e-Voting period.
• iii. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.
• iv. Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to "InstaVote" website for casting your vote during the remote e-Voting period.
• 1. Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to "InstaVote" website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form is given below:

Individual Shareholders of the company, holding shares in physical form as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

• 1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in
• 1. Click on "Sign Up" under 'SHARE HOLDER' tab and register with your following details:
• A. User ID: Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company.
• B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
• C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)
• D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

*Shareholders/ members holding shares in physical form but have not recorded 'C' and 'D', shall provide their Folio number in 'D' above

▶Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#\$&*), at least one numeral, at least one alphabet and at least one capital letter).

▶Click "confirm" (Your password is now generated).

• 1. Click on 'Login' under 'SHARE HOLDER' tab.
• 1. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on 'Submit'.

Cast your vote electronically:

• 1. After successful login, you will be able to see the notification for e-voting. Select 'View' icon.
• 1. E-voting page will appear.
• 1. Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
• 1. After selecting the desired option i.e. Favour / Against, click on 'Submit'. A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as 'Custodian / Mutual Fund / Corporate Body'. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the 'Custodian / Mutual Fund / Corporate Body' login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders	Members facing any technical issue in login can contact NSDL helpdesk by
holding securities in	sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990
demat mode with NSDL	and 1800 22 44 30
Individual Shareholders	Members facing any technical issue in login can contact CDSL helpdesk by
holding securities in	sending a request at helpdesk.evoting@cdslindia.com or contact at 022-
demat mode with CDSL	23058738 or 22- 23058542-43.

Individual Shareholders holding securities in Physical mode has forgotten the password:

If an Individual Shareholder holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the "Forgot Password" option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on 'Login' under 'SHARE HOLDER' tab and further Click 'forgot password?' o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on "SUBMIT".

In case shareholder is having valid email address, Password will be sent to his / her registered e-mail address. Shareholder can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#\$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• ➢ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• ➢ For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
• ➢ During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular "Event".

Thanking You,

Yours sincerely

For Metro Brands Limited

Sd/-

__________________ Deepa Sood Company Secretary and Compliance Officer Membership No. – A16019

(Annexure to the postal ballot notice)

1. ESOS 2008

METRO Stock Option Plan 2008

As amended vide Board Resolution dated 17th September, 2021 As amended further vide Shareholders Resolution dated 23rd September, 2021

SECTION 1 : OBJECTIVE

The objective of the METRO Stock Option Plan 2008 ("Plan") is to provide a means whereby Metro Brands Limited ("Company" or "Metro")

• Attracts and retains competent persons.
• Recognise and reward executive contribution to organisation success.
• Reinforce importance of long-term business results.
• Employees can acquire and maintain shared ownership and can contribute to & benefit from the growth of the Company
• Build strong long-term Employer-Employee relationships.

SECTION 2 : DEFINITIONS

The following definitions shall be applicable during the term of the Plan unless stated otherwise:

"Applicable Laws" means every law relating to Employee Stock Options, to the extent applicable, including and without limitation to the Companies Act, , regulations of the Securities and Exchange Board of India, particularly in connection with or after Listing including Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI (SBEB SE) Regulations, 2021] , all relevant tax, securities, exchange control, corporate laws, or amendments thereof including any circular or notification issued thereunder of India or of any relevant jurisdiction or of any Recognised Stock Exchange on which the Shares may be listed or quoted..

"Board" means the Board of Directors of the Company.

"Cause" means as determined by the Board/NRC, (i) the failure of the Employee to perform his duties to the Company (other than any such failure resulting from Disability as defined below), (ii) the engaging by the Employee in willful, reckless or grossly negligent misconduct which is determined by the Board/NRC to be detrimental to the interest of the Company, monetarily or otherwise, or (iii) the Employee's pleading guilty to or conviction of a felony, (iv) disclosure by the Employee to any outside party, of any confidential information relating to the Company, or (v) employment of the Employee in any other organisation or provision of services by the Employee for any other organisation.

"Closing Date" means date on which the Plan is completing its tenure as per terms of Section 3 or any other date determined by the Board / NRC from time to time.

"Company" means Metro Brands Limited incorporated on 19th January 1977, under the provisions of the Companies Act, 1956, having CIN U19200MH1977PLC019449 and presently having its registered office at 401, Zillion, 4th Floor, LBS Marg and CST Road Junction, Kurla (West), Mumbai – 400 070.

"Companies Act" means the Companies Act, 2013, rules made thereunder, and includes any statutory modifications or re-enactments thereof.

"Disability" means 'Disability' as defined in any applicable employment agreement between the

grantee and the Company or if there is no such employment agreement or Disability is not defined therein, then a grantee's becoming physically or mentally incapacitated so that he is therefore reasonably expected to be unable for a period of twelve (12) month to perform his duties to the Company.

"Employee" means any person employed by the Company and given an appointment letter by the Company and will also include as defined below:

• (i) an employee as designated by the company, who is exclusively working in India or outside India; or
• (ii) a director of the company, whether a whole time director or not, including a nonexecutive director who is not a promoter or member of the promoter group, but excluding an independent director; or
• (iii) an employee as defined in sub-clauses (i) or (ii), of a group company including subsidiary or its associate company, in India or outside India, or of a holding company of the company, but does not include –
• a) an employee who is a promoter or a person belonging to the promoter group; or
• b) a director who, either himself or through his relative or through any body corporate, directly or indirectly, holds more than ten per cent of the outstanding equity shares of the company

"Exercise" of an Option means written expression of intention by an Employee to subscribe/ purchase the Shares underlying the Options vested in him, in pursuance of the Plan, in accordance with the procedure laid down by the Company for Exercise of such Options.

"Exercise Period" means such time period commencing after Vesting within which the Employee should exercise the Options vested in him in pursuance of the Plan, as more particularly specified in the Plan.

"Exercise Price" means the price payable by the employee for exercising the Option granted to him in pursuance of the Plan.

"Fair Market Value" means fair market value of a Share of the Company as determined by a Registered Valuer as required under the Companies Act;

Provided that after IPO, the term 'Fair Market Value' shall refer to "Market Price" within the meaning of the SEBI (SBEB SE) Regulations 2021.

"Grant" means issue of Stock Options to employee.

"Grantee" means an Employee who has been granted and accepted Stock Options granted pursuant to the Plan.

"Grant Date" means the date on which Stock Options are granted to an eligible Employee pursuant to the Plan.

"Holding Company" means any present or future Holding company of the Company determined as per the provisions of the Companies Act.

"Independent Director" means an independent Director determined as per the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Read with the provisions of the Companies Act, 2013

"IPO" means Initial Public Offer of the Company's equity shares resulting in listing of the same at any of the recognized stock exchange as per the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

"Nomination, Remuneration and Compensation Committee" or "NRC)" means the Committee of Board, as constituted from time to time under Section 178 of the Companies Act, 2013, as and when constituted or any other committee designated by the Board to administer the Plan and having such powers as specified under the SEBI (SBEB SE) Regulations 2021, and set out in this Plan

"Option" or "Stock Option" means a right granted to an Employee, which gives such Employee the right, but not an obligation, to purchase or subscribe at a future date Share(s) underlying such right at a pre-determined price.

"Plan" means the Metro Stock Option Plan 2008, as amended from time to time.

"Promoter" means a person:

• (a) who has been named as such in a draft offer document or offer document (each as defined under the SEBI ICDR Regulations) or is identified by the issuer in the annual return referred to in section 92 of the Companies Act, 2013;
• (b) who has control over the affairs of the issuer, directly or indirectly whether as a shareholder, director or otherwise; or
• (c) in accordance with whose advice, directions, or instructions the Board is accustomed to act:

Provided that nothing in Sub-clause (c) shall apply to a person who is acting merely in a professional capacity.

Provided further that a financial institution, scheduled commercial bank, foreign portfolio investor other than individuals, corporate bodies and family offices , mutual fund, venture capital fund, alternative investment fund, foreign venture capital investor, insurance company registered with the Insurance Regulatory and Development Authority of India or any other category as specified by SEBI from time to time, shall not be deemed to be a promoter merely by virtue of the fact that twenty per cent. or more of the equity share capital of the issuer is held by such person unless such person satisfy other requirements prescribed under the SEBI ICDR Regulations

Provided further that after Listing the term Promoter shall have the same meaning assigned to it under the SEBI (SBEB SE) Regulations, 2021.

"Promoter Group" means (a) an immediate relative of the Promoter (i.e., spouse of that person, or any parent, brother, sister or child of the person or of the spouse); (b) persons whose Shareholding is aggregated for the purpose of disclosing 'shareholding of the promoter group' in the offer document.

Provided that after Listing, the term Promoter Group shall have the same meaning assigned to it under the SEBI (SBEB SE) Regulations, 2021.

"Recognised Stock Exchange" means a stock exchange which has been granted recognition under section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956)

"Registered Valuer" means a merchant banker or an accounting firm or a person that is qualified under Companies Act, 2013 to value the Company as on a specific date.

"SEBI (SBEB SE) Regulations" means the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended from time to time read with all circular and notifications issued thereunder.

"Share" means equity shares of the Company of face value of Rs. 5 (Five) each fully paid-up and securities convertible into equity shares and shall include American Depository Receipts (ADRs), Global Depository Receipts (GDRs) or other depository receipts representing underlying equity shares or securities convertible into equity shares of the Company

"Subsidiary" means any present or future subsidiary company of the Company determined as per the provisions of the Companies Act.

"Tenure or Plan Tenure" means the period during which the Plan is effective or as determined by the Board from time to time.

"Unvested Option" means an Option, which is not a Vested Option.

"Vested Option" means an Option in respect of which the relevant Vesting Conditions have been satisfied and the Grantee has become eligible to Exercise the Option

"Vesting" means the act of making Grantees legal owners of all or a part of the Granted Options.

"Vesting date" is the date on which the Granted Options are legally given to eligible Employees. "Vesting Condition" means the condition prescribed, if any, subject to satisfaction of which the Options granted would vest in a Grantee.

"Vesting Period" means the period during which the Vesting of the Option granted to the Employee, in pursuance of the Plan takes place.

The definitions as given in this Section are for the purposes of interpretation of this Plan only and should not be used for any other purpose.

Terms not specifically defined herein shall carry the meaning as defined under the applicable SEBI regulations read with the Companies Act, 2013.

SECTION 3: EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall be terminated, and no Grants be made under the Plan after Closing Date or any other date determined by the Board from time to time.

Tenure of the Plan is with effect from September 15, 2009, on which the shareholders of the Company have approved the Plan and it shall continue to be in force until (i) its termination by the Company as per provisions of Applicable Laws, including SEBI (SBEB SE) Regulations,2021 as the context requires or (ii) the date on which all of the Employee Stock Options available for issuance under the Plan have been issued and exercised. Any Stock Option which remains ungranted after Closing Date would automatically be lapsed.

SECTION 4 : AUTHORITY AND CEILING

• a) The shareholders of the Company have vide their special resolution dated 5th August, 2021 approved the Plan authorizing the NRC to grant not exceeding 53,00,000 (Fifty Three Lacs) Options to the eligible Employees in one or more tranches, from time to time, which in aggregate exercisable into not more than 53,00,000 (Fifty Three Lacs) Equity Shares, with each such Option conferring a right upon the Employees to apply for one Share in the Company in accordance with the terms and conditions as may be decided under the Plan.
• b) The maximum number of Options that may be granted per Employee shall vary depending upon the designation and the appraisal/assessment process, however shall not exceed 5,00,000 (Five Lacs) Options per eligible Employee. However, the NRC reserves the right to decide the number of Options to be granted and the maximum number of Options that can be granted to each Employee within this ceiling.
• c) If an Option expires, lapses or becomes un-exercisable due to any reason, it shall be brought back to the Options reserve specified above and shall become available for future Grants, subject to compliance with the provisions of the Applicable Laws.
• d) Where Shares are issued consequent upon exercise of an Option under the Plan, the maximum number of Shares that can be issued in Clause 4.a above shall stand reduced to the extent of such Shares issued.
• e) In case of a Share split or consolidation, if the revised face value of the Share is less or more than the current face value as prevailing on the date of coming into force of this Plan, the maximum number of Shares available for being issued under Plan as specified above shall stand modified accordingly, so as to ensure that the cumulative face value (number of Shares X face value per Share) prior to such Share split or consolidation remains unchanged after such Share split or consolidation. Thus, for example, if the prevailing face value of each Share is Rs. 5 per Share and the revised face value after the Share split is Re. 1 per Share, the total number of Shares available under Plan would be (Shares reserved at Sub-Clause 4.a x 5) Shares of Re. 1 each. Similarly, in case of bonus issue, the available number of Shares under Plan shall be revised to restore the value, in terms of Clause 5(a)(vii)) of this Plan.
• f) If the number of Options that may be offered to identified Employees, during any one year, shall be equal to or more than 1% (one percent) of the issued capital (excluding outstanding warrants & conversions) of the Company at the time of grant of Options, then the Company shall take prior approval from members of the Company by way of a special resolution.

SECTION 5 : ADMINISTRATION

a) Administration of the Plan:

The Plan shall be administered by the NRC. The Board / NRC members shall abstain from participating in and deciding matters which directly affect their individual ownership interests under the Plan. The NRC shall, in accordance with this Plan and Applicable Laws, determine the following:

• (i) The eligibility criteria for grant of Options to the Employees;
• (ii) The quantum of Options to be granted under the Plan per Employee, subject to the ceiling as specified in the Plan;
• (iii) the procedure and terms for the Grant, Vesting and Exercise of Stock Option in case

of Employees who are on long leave;

• (iv) the specified time period within which the Employee shall exercise the vested Options and the manner in which such Options would lapse on failure to Exercise them within the Exercise Period;
• (v) the specified time period within which the employee shall exercise the vested Options in the event of termination or resignation of an employee;
• (vi) The right of an Employee to exercise all the Options vested in him at one time or at various points of time within the Exercise Period;
• (vii) The procedure for making a fair and reasonable adjustment to the number of Options and to the Exercise Price in case of corporate actions such as rights issues, bonus issues, merger and others. In this regard following shall be taken into consideration:
• a. the number and the price of Options shall be adjusted in a manner such that total value of the Options remains the same immediately after the corporate action.
• b. the period for Vesting and the life of the Options shall be left unaltered as far as possible to protect the rights of the Grantees.
• (viii) The conditions under which Options vested in Employees may lapse in case of termination of employment;
• (ix) The procedure for funding the exercising of Vested Options in case if the Company wants to provide loans to the employees.
• (x) The procedure for buy-back of specified securities issued under SEBI (SBEB SE) Regulations, 2021 if to be undertaken at any time by the company, and the applicable terms and conditions, including:
• a. permissible sources of financing for buy-back
• b. any minimum financial thresholds to be maintained by the company as per its last financial statements; and
• c. limits upon quantum of specified securities that the company may buy-back in a financial year
• xi Approve forms, writings and/or agreements for use in pursuance of the Plan.
• b) Powers of the NRC : Subject to the terms of the Plan, the NRC shall have sole authority, in their discretion,
• to determine which Employees or directors shall receive a Grant,
• to determine the time or times when such Grant shall be made,
• to decide the number of shares which may be issued under each Option, and
• to interpret, administer and reconcile any inconsistency in the Plan.

In determining the eligibility criteria of an Employee, the NRC may take into account

• Company's performance.
• the nature of the services rendered by these individuals,
• period of service with Company,
• their present and potential contribution to the success of the Company, and
• such other factors as the Board/NRC in its discretion shall deem relevant.
• c) Liability of the NRC: No member of the Board/NRC shall be liable for any recommendation given, decision made or action taken in good faith with respect to the Plan.
• d) Post Listing, the Committee shall frame suitable policies and procedures to ensure that there is no violation of any securities laws including the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Securities and Exchange Board of

India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 or any statutory modification or re-enactment of these regulations by the Company or the employee

SECTION 6 : GRANT, VESTING AND EXERCISE OF OPTIONS, AND STOCK SUBJECT TO THE PLAN

• a) Grant Limits: The NRC may from time to time make Grants to one or more Employees, determined by it to be eligible for participation in the Plan in accordance with the provisions of Section 11 of the Plan. Shares shall be deemed to have been issued under the Plan only to the extent actually issued and delivered pursuant to a Grant. To the extent that a Grant lapses or the rights of its Grantee terminate, any Options subject to such Grant shall again be available for the making of a Grant. The aggregate number of shares which may be issued under the Plan shall be subject to adjustment in the same manner as provided in Section 13 of the Plan with respect to shares subject to Options then outstanding.
• b) Any eligible Employee who wishes to accept the Grant made under this Plan must deliver to the Company a duly signed acceptance of the Grant on or before the 30th day from the date of the Grant as specified in the Grant Letter.
• c) On due receipt by the Company of the signed acceptance, the eligible Employee will become an Option Grantee. In the event of failure to deliver such acceptance before the specified date, it shall result in rejection of the Grant and lapse of Options unless the NRC determines otherwise.
• d) Structure of the Plan: The Company would offer a total of 53,00,000 Stock Options (including 15,000 Stock Options from original pool, which after adjustments for bonuses issued by the Company from time to time and subdivision of shares into a face value of Rs. 5/- per share, stands revised to 24,30,000 Stock Options as on the date hereof), at such price per share as determined by the Board / NRC from time to time based on the Fair Market Value of the equity shares of the Company from time to time.

e) Vesting Plan:

a. All granted Stock Options would vest, subject to a minimum Vesting period of 1 year from the Grant Date of each Option and maximum 5 years from the Grant Date, as determined by the Board / NRC from time to time.

Provided that in case where Options are granted by the Company under the Plan in lieu of Option held by a person under a similar plan in another company (Transferor Company) which has merged or amalgamated with the Company, the period during which the Option granted by the Transferor Company were held by him shall be adjusted against the minimum Vesting Period required under this Sub-clause.

Provided Further that in the event of the death of employee while in employment, all the Options granted to him till such date shall vest in the legal heirs or nominees of the deceased Employee.

Provided Further that in case the Employee suffers a permanent incapacity while in employment, all the Options granted to him as on the date of permanent incapacitation shall vest in him on that day.

b. As a prerequisite for a valid Vesting, a Grantee is required to be in employment or service of the Company on the date of Vesting and must neither be serving his notice for termination of employment/ service, nor be subject to any disciplinary proceedings pending against him on such date of Vesting.

c. Vesting of Options would be subject to continued employment with the Company and thus the Options would vest essentially on passage of time. In addition to this, the NRC may also specify certain performance criteria subject to satisfaction of which the Options would vest.

d. The specific conditions subject to which Vesting would take place shall be communicated to each Grantee individually in the letter issued at the time of Grant.

e. Vesting of Options in case of Employees on long leave

The period of leave shall not be considered in determining the Vesting Period in the event the Employee is on a sabbatical. In all other events including approved earned leave and sick leave, the period of leave shall be included to calculate the Vesting Period unless otherwise determined by the Board.

• f) Exercise Period: The Exercise Period shall expire after 5 years from the respective date(s) of Vesting of Options or after 2 years from the date of listing of the Company's Shares in any Recognized Stock Exchange whichever is later.
• g) Exercise Price: The Exercise Price per Option is to be determined by the Board / NRC at the time of Grant, referencing the Fair Market Value, not being less than the face value of a Share on the Grant Date.
• h) Non-transferability of the Option

(i) Option granted to an employee shall not be transferable to any person.

(ii) No person other than the employee to whom the Option is granted shall be entitled to the benefit arising out of such Option.

(iii)No person other than the employee to whom the Option is granted shall be entitled to exercise the Option.

(iv) The Option granted to the employee shall not be pledged, hypothecated, mortgaged or otherwise alienated in any other manner.

(v) In the event of resignation or termination of the employee, all Options granted and not vested as on that day shall expire.

• i) Until the listing of the Shares with a Recognized Stock Exchange, the Grantee who is desiring to exercise his/her Stock Options and sell underlying Share, and is eligible to do so, will have to compulsorily sell it to the Promoter (based on a repurchase plan as approved by the Board/NRC and open from time to time) or anyone nominated by the Promoters or the Company at Fair Market Value (FMV) prevailing at the time of selling of such Shares. Till the listing of the shares with a Recognized Stock Exchange, the employees cannot sell the Shares of the Company to a person other than to the Promoters or person/s nominated by the Promoters or the Company.
• j) Drag along rights of the Promoters
• i. Prior to listing of the Shares with a Recognized Stock Exchange , the Grantees are bound to

sell their such number of shares, as required by the Promoters, to new investor/s or acquirer/s, at the same transaction price at which the Promoter / existing investors are selling their stake, in full or part, to such new investor/s or acquirer/s.

• ii. The Promoters shall deliver a written notice ("Notice") to each Grantee setting out the salient feature of such event and details of the terms and conditions including number of Shares to be dragged-along, price per Share, the manner and mode of transfer of Shares.
• iii. Grantees shall Exercise the Vested Options to meet the drag-along obligation as set out in the Notice. However, in case the Grantee chooses not to Exercise, such number of Vested Options as specified for Exercise in the Notice shall lapse on expiry of specified Exercise Period.
• k) After the listing of the shares, Grantee would be able to sell shares received on exercise of Stock Options at the prevailing Market Price and aforesaid Section i and j shall cease to have effect with no further actions.
• l) All Shares issued pursuant to exercise of an Option after the IPO will be listed on the Recognised Stock Exchanges.

SECTION 7 : TERMINATION OF EMPLOYMENT

If a Grantee's employment with the Company terminates either

• a) For Cause: The Options granted, to the extent not previously exercised as well as Unvested Options, will terminate on the date of such termination of employment (or service).
• b) Voluntary on the part of the Grantee: then the Grantee shall have a period of three (3) days from the date of voluntary resignation to exercise the Vested Options. On expiry of this three (3) day period the Vested unexercised Options shall lapse.

Until IPO, in case Grantee's employment with the Company terminates for Cause or the Grantee resigns voluntarily then the Grantee will have to compulsorily sell all the Shares to the Promoters or anyone nominated by the Promoters or the Company and shall make such offer immediately upon termination or voluntary resignation. The Promoter or such nominated person will endeavor to complete the said purchase transaction at their earliest. The Price at which the Grantee will sell the Shares to the Promoter or anyone nominated by the Promoters or the Company shall be such price as determined in Section 6 (i) of this Plan.

Provided however that in the event of the services of the Employee is transferred to another establishment being Subsidiary or Holding company of the Company, it shall not be deemed to be a termination of employment for the purpose of this Plan and the said employee will be entitled to all vesting benefits in the same manner as any other eligible employee, subject to clause (a) and (b) above.

SECTION 8 : ACCELERATION OF EXERCISE

Retirement, Disability or Death: Retirement: Vested Options: All the Vested Options shall be exercised by a Grantee within 3 months from the date of his retirement.

Unvested Options: All the Unvested Options of a Grantee will be cancelled.

Disability:

Vested Options: All the Vested Options shall be exercised by a Grantee or legal heir within 6 months from the date of such event.

Unvested Options: All the Unvested Options shall immediately vest on the Grantee or a legal heir and shall be exercised within 6 months from the date of such event.

Death:

Vested Options: All the Vested Options shall be exercised by a legal heir of a Grantee within 6 months from the date of such event.

Unvested Options: All the Unvested Options shall immediately vest on the legal heir or a nominee of a Grantee and they shall be allowed to exercise within 6 months from the date of such event.

SECTION 9 : NON-ASSIGNABILITY AND TERM OF OPTION

The Option shall not be transferable or assignable by the Grantee and the Option shall be exercisable, during the Employee's lifetime, only by him or, during periods of disability, by his legal representative. No Option shall be subject to execution, attachment or similar process.

SECTION 10 : RIGHTS OF GRANTEE IN SHARE

Neither Grantee, nor his successor in interest, shall have any of the rights of a shareholder of the Company with respect to the shares for which the Option is exercised until such shares are issued by the Company.

SECTION 11 : ELIGIBILITY

A Stock Option Grant made pursuant to the Plan may be granted only to an individual who, at the time of grant, is nominated by the NRC. Each Grant shall be evidenced by a written instrument duly executed by or on behalf of the Company.

SECTION ¹² : STOCK OPTIONS/GRANTS

• a) Limitations on Exercise of Option: Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the NRC and as shall be permissible under the terms of the Plan, which shall be specified in the Stock Option Grant letter evidencing the Option. An Option may not be exercised for fractional shares.
• b) The Plan and Stock Option Grant letter constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof.
• c) Any tax implications on account of Exercise of Options as well as subsequent disposal of ESOP shares, as stipulated under this Plan will be on account of Grantee only and shall be in accordance with the provisions of Income Tax Act, 1961 read with rules issued thereunder and/or Income Tax Laws of respective countries as applicable to eligible Employees working abroad, if any. The Grantee will consult his / her tax Advisor for such vesting & exercise of Options as well as allotment & disposal of ESOP shares and is not relying on the Company for tax advice on such matters.

d) The Company shall have the right to deduct from the Grantee's salary or recover any tax that is required to be deducted or recovered under the Applicable Laws. In case of non–continuance of employment, the outstanding amount of the tax shall be recovered fully on or before full and final settlement.

SECTION 13 : RECAPITALIZATION OR REORGANIZATION

• a) Grants shall be subject to adjustment by the Board/NRC at its discretion as to the number and price of Option in the event of changes in the outstanding Share by reason of bonus issues, stock splits, recapitalizations, reorganizations, mergers, or other relevant changes in capitalization occurring after the date of the grant of any such Options.
• b) If the Company effects a subdivision or consolidation of shares or the payment of a stock dividend on Share without receipt of consideration by the Company, the number of shares with respect to which such Option may thereafter be exercised in the event of a change in the number of outstanding shares shall be proportionately changed, and the purchase price per share shall be proportionately adjusted.
• c) Issuance by the Company of shares of any class or securities convertible into shares of stock of any class, shall not affect, and therefore no adjustment shall be made with respect to, the number of shares, or the purchase price per share subject to Options.

SECTION 14 : AMENDMENT OR TERMINATION OF THE PLAN

The Board/NRC in its discretion may terminate the Plan or any Option or Grant or alter or amend the Plan or any part thereof or any Option from time to time subject to the Applicable Laws; provided that no change in any Grant previously made may be made which would impair/detrimental the rights/interest of the Grantee, and provided further, that the Board/NRC may not, without approval of the shareholders, amend the Plan:

• a) to increase the aggregate number of shares which may be issued pursuant to the provisions of the Plan on exercise or surrender of Options or upon Grants;
• b) to change the minimum Option exercise price, except as may be occasioned by the circumstances listed in Section 13.
• c) to extend the maximum period during which Grants may be made under the Plan;
• d) to modify materially the requirements as to eligibility for participation in the Plan; or
• e) to change or vary such other terms of the Plan related to vesting, exercise or with respect to terms and conditions on the Shares issued upon exercise.

SECTION 15 : OTHER TERMS

• a) No Right to a Grant: Neither the adoption of the Plan nor any action of the Board/NRC or any designated officer shall be deemed to give an Grantee any right to be granted an Option to purchase Share, to receive a Grant or to any other rights hereunder except as may be evidenced by a Stock Option Grant letter duly executed on behalf of the Company, and then only to the extent of and on the terms and conditions expressly set forth therein.
• b) No Employment Rights Conferred: Nothing contained in the Plan or in any Grant made hereunder shall (i) confer upon any Grantee any right with respect to continuation of employment with the Company or (ii) interfere in any way with the right of the Company to

terminate his or her employment at any time.

• c) No Restriction on Corporate Action: Nothing contained in the Plan shall be construed to prevent the Company from taking any corporate action which is deemed by the Company to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Grant made under the Plan. No Grantee, beneficiary or other person shall have any claim against the Company as a result of such action.
• d) Decision of the Board / NRC is final: In case of any difficulty, doubt or differences in the interpretation of the Plan, the decision of the Board or the NRC as the case may be, shall be final and binding on the Grantee.
• e) Accounting Policy: The Company will follow the rules/regulations including but not limited to the IND AS/ Guidance Note on Accounting for Employee Share-based Payments and/ or any relevant Accounting Standards as may be prescribed by the Institute of Chartered Accountants of India or any other appropriate authority, from time to time, including the disclosure requirements prescribed therein.
• f) Restrictions on Transfer: A Grant shall not be transferable and shall be exercisable during the lifetime of the Grantee only by such Grantee or the Grantee's legal representative in case of death of permanent disability.
• g) The Grantee shall not have right to receive any dividend or to vote or in any manner enjoy the benefits of a shareholder in respect of Option granted to him, till shares are issued on exercise of Option.
• h) The Court at [Mumbai] and Courts subordinate to it shall have jurisdiction in respect of any and all matters, disputes or differences arising in relation to or out of this Plan.
• i) Notices

All notices of communication required to be given by the Company to a Grantee by virtue of this Plan shall be in writing and shall be sent to the address of the Option Grantee available in the records of the Company and by a Grantee to the Company in respect of Plan shall be sent at the registered office address.

j) Severability

In the event any one or more of the provisions contained in this Plan shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Plan in which case the Plan shall be construed as if such invalid, illegal, or unenforceable provisions had never been set forth herein, and the Plan shall be carried out as nearly as possible according to its original intent and terms.

k) Confidentiality

A Grantee must keep the details of the Plan and all other documents in connection thereto strictly confidential and must not disclose the details with any of his peer, colleagues, coemployees or with any employee and/ or associate of the Company or that of its affiliates. In case Grantee is found in breach of this confidentiality Clause, the Company has undisputed right to terminate any agreement and all unexercised Options shall stand cancelled immediately. The decision and judgment of the Company regarding breach of this

confidentiality Clause shall be final, binding and cannot be questioned by Option Grantee. In case of non-adherence to the provisions of this Clause, the Board shall have the authority to deal with such cases as it may deem fit.

On acceptance of the Grant of Option offered by the Company, it shall be deemed that as if the Grantee has authorized the Company to disclose information relating to the Grantee during the process of implementation of the Plan or while availing any consulting or advisory services thereof or any other incidental services to its officers, professional advisors, agents and consultants on a need-to-know basis.

l) Governing Law: The Plan shall be construed in accordance with the laws of the Republic of India and other Applicable Laws.

ADOPTED BY THE BOARD OF DIRECTORS VIDE BOARD RESOLUTION DATED 23RD JULY, 2008 & BY THE SHAREHOLDERS IN THEIR MEETING HELD ON 11TH SEPTEMBER, 2008.

AMENDMENTS WERE ADOPTED BY THE BOARD OF DIRECTORS VIDE BOARD RESOLUTION DATED 13TH MARCH, 2014 & ADOPTED BY THE SHAREHOLDERS IN THEIR MEETING DATED 26TH SEPTEMBER, 2014

FURTHER MODIFICATIONS ON PLAN DOCUMENT WERE ADOPTED BY THE BOARD OF DIRECTORS VIDE BOARD RESOLUTION DATED 30TH JULY, 2020 TO ALIGN THE TERMS OF THE PLAN IN LINE WITH THE EXTANT COMPANY RULES AND REGULATIONS.

FURTHER MODIFICATIONS ON PLAN DOCUMENT WERE ADOPTED BY THE BOARD VIDE RESOLUTION DATED 27th July, 2021 AND BY THE SHAREHOLDERS VIDE RESOLUTION DATED5th August, 2021, TO ALIGN THE TERMS OF THE PLAN IN LINE WITH THE EXTANT COMPANY RULES AND REGULATIONS.

FURTHER MODIFICATIONS ON PLAN DOCUMENT WERE ADOPTED BY THE BOARD VIDE RESOLUTION DATED 17th September, 2021 AND BY THE SHAREHOLDERS VIDE RESOLUTION DATED 23rd September, 2021, TO ALIGN THE TERMS OF THE PLAN IN LINE WITH THE EXTANT SEBI RULES AND REGULATIONS