We have audited the standalone financial statements of Metro
Brands Limited ("the Company"), which comprise the Balance sheet
as at March 31, 2025, the Statement of Profit and Loss, including
the statement of Other Comprehensive Income, the Cash Flow
Statement and the Statement of Changes in Equity for the year
then ended, and notes to the standalone financial statements,
including a summary of material accounting policies and other
explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013, as amended ("the Act") in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2025, its profit including other comprehensive income,
its cash flows and the changes in equity for the year ended on
that date.

Basis for Opinion

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (SAs), as specified
under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the 'Auditor's Responsibilities
for the Audit of the Standalone Financial Statements' section of our

report. We are independent of the Company in accordance with the
'Code of Ethics' issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of
the Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements for the financial year ended March 31, 2025.
These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on
these matters. For each matter below, our description of how our
audit addressed the matter is provided in that context.

We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor's responsibilities
for the audit of the standalone financial statements section of
our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement
of the standalone financial statements. The results of our audit
procedures, including the procedures performed to address the
matters below, provide the basis for our audit opinion on the
accompanying standalone financial statements.

Information Other than the Financial Statements
and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Annual report, but does not include the standalone
financial statements and our auditor's report thereon. The Annual
Report is expected to be made available to us after the date of this
auditor's report.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether
such other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.

Responsibilities of Management for the
Standalone Financial Statements

The Company's Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair
view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity
of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015,
as amended. This responsibility also includes maintenance of

adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
the design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is
responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in

the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the
audit. We also:

• Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with
reference to financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of management's use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on the
Company's ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures in
the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor's report.
However, future events or conditions may cause the Company
to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures, and
whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves
fair presentation.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements for
the financial year ended March 31,2025 and are therefore the key
audit matters. We describe these matters in our auditor's report
unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor's Report) Order, 2020
("the Order"), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, based on
our audit we give in the "Annexure 1" a statement on the
matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report, to the
extent applicable, that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by
law have been kept by the Company so far as it appears
from our examination of those books except for matters
stated in paragraph (i)(vi) below on reporting under
Rule 11(g);

(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement
of Changes in Equity dealt with by this Report are in
agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules, 2015,
as amended;

(e) On the basis of the written representations received
from the directors as on March 31, 2025 taken on
record by the Board of Directors, none of the directors is
disqualified as on March 31,2025 from being appointed
as a director in terms of Section 164 (2) of the Act;

(f) The modification relating to the maintenance of
accounts and other matters connected therewith are
as stated in paragraph (i)(vi) below on reporting under
Rule 11(g);

(g) With respect to the adequacy of the internal financial
controls with reference to these standalone financial

statements and the operating effectiveness of such
controls, refer to our separate Report in "Annexure 2"
to this report;

(h) In our opinion, the managerial remuneration for the
year ended March 31, 2025 has been paid / provided
by the Company to its directors in accordance with the
provisions of section 197 read with Schedule V to the Act;

(i) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended
in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer note 25 to the
standalone financial statements;

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses;

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company;

iv. a) The management has represented that, to the

best of its knowledge and belief, as disclosed
in the note 41(A) to the standalone financial
statements, no funds have been advanced
or loaned or invested (either from borrowed
funds or share premium or any other sources
or kind of funds) by the Company to or in
any other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the
best of its knowledge and belief, as disclosed
in the note 41(B) to the standalone financial
statements, no funds have been received by
the Company from any person(s) or entity(ies),
including foreign entities ("Funding Parties"),
with the understanding, whether recorded in
writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries") or

provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused
us to believe that the representations
under sub-clause (a) and (b) contain any
material misstatement.

v. The Anal dividend paid by the Company during
the year in respect of the same declared for the
previous year is in accordance with section 123
of the Act to the extent it applies to payment
of dividend.

The interim dividend declared and paid by the
Company during the year and until the date of
this audit report is in accordance with section 123
of the Act.

As stated in note 11(II) to the standalone financial
statements, the Board of Directors of the Company
have proposed final dividend for the year which
is subject to the approval of the members at the
ensuing Annual General Meeting. The dividend
declared is in accordance with section 123 of
the Act to the extent it applies to declaration
of dividend.

vi. Based on our examination which included test
checks, the Company has used accounting
software for maintaining its books of account
which has a feature of recording audit trail (edit
log) facility and the same has operated throughout
the year for all relevant transactions recorded in
the software except that, audit trail feature is not
enabled for direct changes to data when using
certain access rights, as described in note 50 to the
financial statements. Further, during the course of
our audit we did not come across any instance of
audit trail feature being tampered with, in respect
of accounting software where the audit trail has
been enabled. Additionally, the audit trail of prior
year has been preserved by the Company as per
the statutory requirements for record retention to
the extent it was enabled.

For S R B C & CO LLP

Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003

per Firoz Pradhan

Partner

Place of Signature: Mumbai Membership Number: 109360

Date: May 22, 2025 UDIN: 25109360BMKYGZ8238