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Dear Shareholders,

Your Board of Directors is pleased to present the 31^st Annual Report along with the audited financial statements of the Company for the year ended March 31, 2023.

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

(' in Lacs)

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

The audited consolidated financial statements of the Company as on March 31, 2023, 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's (‘or MetroGlobal Limited') consolidated performance during the FY 2022-23 is as follows:

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 2022-23:

The Company's total income on the consolidated basis for the year stood at '24,772.97 Lacs as compared to '25,478.32 Lacs in the previous FY 2021-22. On the Consolidated basis, Profit before Tax for the year was '2,433.81 Lacs as compared to '1,591.22 Lacs in the previous year. On the Consolidated basis, Profit after Tax for the year was '1,913.14 Lacs as compared to '1,183.37 Lacs in the previous year.

The Company's total income on the Standalone basis for the year stood at '24,772.26 Lacs as compared to '25,477.80 Lacs in the previous FY 2021-22. On the Standalone basis, Profit before Tax for the year was '2,428.10 Lacs as compared to '1,591.56 Lacs the previous year. On the Standalone basis, Profit after Tax for the year was '1,90749 Lacs as compared to '1,183.71 Lacs in the preceding year.

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

Your Directors are pleased to recommend a Dividend of '2.50/- (i.e. 25%) per equity share of '10/- each on 12,334,375 equity shares for the year ended March 31, 2023 aggregating to '308.36 Lacs, payable to those Shareholders whose name appear in the Register of Members as on September 19, 2023 (“Record Date”).

The dividend pay out is subject to the approval of the shareholders at ensuing 31^st Annual General Meeting.

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

During the year under review there were no changes in authorised and paid up share capital of the Company. The Authorised Share Capital of the Company is '120,00,00,000 (Rupees One Hundred and Twenty Crores only) divided in to 9,50,00,000 (Nine Crores Fifty Lacs) equity shares of '10/- each and 2,50,00,000 (Two Crores Fifty Lacs) preference shares of '10/- each and total paid up Share Capital of the Company as on financial year ended March 31, 2022 is '12,33,43,750 divided in to 1,23,34,375 equity shares of '10/- each.

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. 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's website at www.metrogloballimited.com.

During the year under review, the Company has not accepted any fixed deposits from public within the meaning of section 73 of the Companies Act 2013, and rules made there under.

There is no change in the nature of business during the Financial Year 2022-23.

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

During the year under review, the Company has provided loans, given guarantees, disbursed securities and made investments in compliance with Section 186 of the Companies Act, 2013, forms part of the notes to the financial statement.

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.

During the year under review, the Company has the following Subsidiaries, Joint Ventures and Associate Companies:

1. Metrochem Capital Trust Limited

1. Ganesh Infrastructure

2. PMZ Developers

3. Myspace Infracon LLP

4. Metro Apptech LLP

1. Dual Metals Private Limited

2. DK Metro Procon Private Limited

Pursuant to the provision of section 129, 134 & 136 of the Companies Act, 2013 read with rules framed there under 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 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'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.

Your company had advanced loan to Mundara Estate Developer Limited, Mumbai. The Corporate Debtor has failed to repay the financial dues/debt advanced by the Company as a loan to them. After giving several legal Notices and ample of opportunities to the Mundara Estate Developer Limited, the Company (“Financial Creditor”) had filed Petition seeking to initiate Corporate Insolvency Resolution Process (CIRP) against Mundara Estate Developers Limited (“Corporate Debtor”) by invoking the provisions of Section 7 of Insolvency and Bankruptcy Code, 2016 (“IBC”) read with Rule 4 of Insolvency & Bankruptcy (Application to Adjudicating Authority) Rules, 2016, before Hon'ble National Company Law Tribunal (NCLT), Mumbai.

The Mumbai bench of the Hon'ble National Company Law Tribunal (‘NCLT') vide its order dated January 12, 2023, has allowed the said Petition (No.699/IBC/MB/2021) and initiation of Corporate Insolvency Resolution Process (CIRP) is ordered against Mundara Estate Developers Limited (“Corporate Debtor”).

Mr. Kalpesh Ramniklal Shah, the suspended Director of Mundara Estate Developers Limited (“Corporate Debtor”) has filed an appeal against the said Order in Hon'ble National Company Law Appellate Tribunal (‘NCLAT'), New Delhi on January 18, 2023.

The final hearing in Hon'ble National Company Law Appellate Tribunal (NCLAT) in this matter for pronouncement of final order was held on July 14, 2023. Through the said order, the Hon'ble National Company Law Appellate Tribunal (‘NCLAT'), dismissed the appeal filed by Mr. Kalpesh Ramniklal Shah, the suspended Director of Mundara Estate Developers Limited (“Corporate Debtor”) and upheld the judgement/ order dated January 12, 2023, given by Mumbai bench of the Hon'ble National Company Law Tribunal (‘NCLT'), which admitted the debt and ordered for initiation of Corporate Insolvency Resolution Process (CIRP) against Mundara Estate Developers Limited (“Corporate Debtor”).

The Members of the Company passed Special Resolution dated September 15, 2022 for the shifting of the Registered Office from the State of Maharashtra to the State of Gujarat, by amendment to the Situation Clause of the Memorandum of Association of your Company. The Registrar of Companies, Mumbai issued a Certificate of Registration of Regional Director order for Change of State with new Corporate Identification Number L21010GJ1992PLC143784.

The Company has not written off any amount as bad debt during the year FY 2022-23.

The Board received a declaration from all the directors under section 164 and other applicable provisions, if any, of Companies Act 2013, that none of the director of the Company is disqualified under the provisions of the Company Act 2013 or under SEBI (LODR) Regulation 2015.

Mr. Nilesh R. Desai, Mr. Sandeep S. Bhandari & Mr. Prashant M. Kheskani have submitted the Declarations of Independence, as required pursuant to Section 149 of the Companies Act, 2013. They have also submitted the declarations pursuant to provisions of the Listing Regulations stating that they meet the criteria of independence as provided therein. The Board has also considered such declaration.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute

of Corporate Affairs (‘IICA'). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E), dated 18.12.2020, wherever required. Independent Directors of the Company have completed online proficiency self-assessment test conducted by the said Institute.

The following are the Key Managerial Personnel of the Company as defined under Sections 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Gautam M. Jain, Chairman & Managing Director

• Mr. Rahul G. Jain, Executive Director & Chief Financial Officer

• Mr. Nitin S. Shah, Company Secretary & Compliance Officer - Retired from service of the Company with effect from November 12, 2022

• Mr. Bharat P Patel, appointed as Company Secretary and Compliance Officer of the Company with effect from November 12, 2022

In accordance with the SEBI (LODR) (Amendment) Regulations, 2018, a certificate has been received from Mr. Mehul Raval, Practicing Company Secretary, that none of the Directors on the Board of the Company have been disqualified to act as Director. The same is annexed herewith as Annexure A.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) t he directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) t he directors had prepared the annual accounts on a going concern basis; and

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) t he directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Board of Directors met 4 (four) times during the year under review. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms a part of this report.

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (LODR) Regulations 2015, the Board has followed a structured evaluation process covering various aspects of the Board's functioning. This includes the composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, independent judgment, governance issues, etc.

The Nomination and Remuneration Committee (NRC) reviewed the performance of individual Directors and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

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's website https://www.metrogloballimted.com/policies/

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. The initial appointment of the CEO and the Managing Director is generally for a period of three years. 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.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has adequate internal financial control, which is constantly monitored by the Finance Department.

The Finance Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditors, the Audit Committee/ Board initiates corrective action in respective areas and thereby strengthen the controls. The scope, functioning, periodicity and methodology for conducting internal audit is as per the terms agreed by the Audit Committee in consultation with the Internal Auditor and as approved by the Board.

The Company, in all material respects, had an adequate internal financial controls system with respect to its financial statements for the year ended March 31, 2023, and is operating effectively. More details on internal financial controls forms a part of the Management Discussion and Analysis Report.

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing and mitigating the same. The Company has developed and implemented a Risk Management Policy that includes the process for identifying, minimising and mitigating risks and is periodically reviewed by the Audit Committee and the Board of Directors.

The Audit Committee comprises of three members. The Chairman of the Committee is an Independent Director. The Committee met four times during the year. 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.

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.

As per Section 135 (9) 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 company is dissolved and the functions of CSR Committee have been discharged by the Board of Directors of the Company

The Stakeholder Relationship Committee comprises of three members. The Chairman of the Committee is the 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.

The Independent Directors met without the attendance of NonIndependent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole. The performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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.

As mentioned under Section 135 of the Companies Act, 2013 and to demonstrate the responsibilities towards Social upliftment in structured way, the Company has formed a Policy. Details of the policy, CSR spent during the year forms part of CSR Report and annexed hereto as Annexure B.

The Corporate Governance Report form an integral part of this Report, as annexed hereto as Annexure C, together with the Certificate from the Statutory Auditor regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015.

The Management and Discussion Analysis Report, as required under the Listing Regulations, form part of the Annual Report.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place, Internal Complaints Committee for redressal of grievances regarding the sexual harassment complaints received by the Committee. All employees are covered under this Policy. During the year under review, the Company has not received any complaints of sexual harassment. The Company has complied with all the applicable provisions of the said Act.

As required under 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 in Form No. MGT-7 is available on Company's website at https:www.metrogloballimited.com/mgt7/

All the related party transactions that were entered into, during the year were on arm's length basis and were in the ordinary course of business, are in compliance with the applicable provisions of the Companies Act 2013, and the SEBI (LODR) Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, and KMP etc., which may have potential conflict with the interest of Company at large or which warrants the approval of shareholders.

Related Party Transactions are placed before the Audit Committee as also before the Board, wherever required, for approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The Company's Management ensures absolute adherence to the approved Policy on Related Party Transactions to establish Arm's Length Basis without any compromise. Pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of material contracts and arrangements entered between the Company and the Related Parties are annexed herewith as Annexure D.

During the year under review, the Company has received no significant and material orders passed by the Regulators or courts or Tribunals which would impact the going concern status and the Company's future operations.

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

M/s. KPSJ & Associates LLP, Chartered Accountants, Ahmedabad (ICAI Firm Registration Number 124845W/ W100209) were appointed as Statutory Auditor of the Company at the 28^th Annual General Meeting held on September 29, 2020 to hold office from the conclusion of 28^th AGM Meeting till the conclusion of the 33^rd Annual General Meeting to be held in 2025.

The requirement of seeking ratification by the members for continuance of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Hence; the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.

The notes to the financial statements referred in The Auditors' Report are self-explanatory. There are no qualifications or reservations on adverse remarks or disclaimers given by the Statutory Auditors' of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company does not have any manufacturing facility, and hence, the Cost Audit is not applicable to the Company.

Section 204 of the Companies Act, 2013, inter-alia requires every listed company to undertake Secretarial Audit and shall annex with its Board's Report, a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

In line with the requirement 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 Listing Regulations and other applicable provisions, if any, the Board of Directors of the Company had appointed Mr. Mehul Raval, Company Secretary in whole-time Practice, to carry out Secretarial Audit for the Financial Year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as Annexure E to this Report. This report is unqualified and has some observations and remarks as per annexure iii of Secretarial Audit report, which is selfexplanatory and does not call for any further comments/ explanations.

During the year under review 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 Commiittee re-appointed M/s Rajni Shah & Associates, Chartered Accountants to carryout the internal audit of the company for the FY 2022-23.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure F.

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' 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.

The information on Conservation of Energy, Technology Absorption, & Foreign Exchange outgo, stipulated under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 as amended from time to time is Annexed to this Report as Annexure G.

The Company's equity shares are listed on the BSE Limited. The Annual Listing fees have been paid up to March 31, 2023. There was no suspension on trading of shares of the Company during the year.

Creating a culture free of fraud and corruption has always been the core focus of the Company. In view of the potential

risk of fraud, corruption and unethical behavior that could adversely impact the Company's business operations, performance and reputation, MetroGlobal has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, is in place. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and are also posted on the website of the Company.

In addition to the above-mentioned policy, the Company has in place Code of Conduct policy which is laid down based on the Company's values, beliefs, principles of ethics, integrity, transparency and applicable laws. The Company has zero tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings.

More details about the Code are given in the Corporate Governance Report.

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 & 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's shares and prohibits dealing in Company'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.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review

The Company complies with all applicable secretarial standards.

There was no application made nor any processing was pending under the Insolvency and Bankruptcy Code, 2016 during the F.Y. 2022-23.

There was no such instance during the F.Y. 2022-23 Acknowledgement

The Board expresses its sincere gratitude to all the employees, customers, suppliers, investors, authorities of stock exchange, central and state Government departments, organizations and agencies for their continued guidance and co-operation. The Directors are grateful to all the valuable Stakeholders, Dealers, Vendors, Banks and other business associates for their unwavering support and help rendered during the year. The Board looks forward to their continued support in future. The Directors also acknowledged the commitment and valued contribution of all employees of the Company.