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EQUITY - MARKET SCREENER

Metropolis Healthcare Ltd
Industry :  Healthcare
BSE Code
ISIN Demat
Book Value()
542650
INE112L01020
66.4550732
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
METROPOLIS
67.19
11997.37
EPS(TTM)
Face Value()
Div & Yield %
8.61
2
0.86
 

As on: Aug 06, 2026 08:38 AM

Dear Shareholders,

It is our pleasure in presenting the 26th Annual Report on the business performance and operations, along with the Audited Financial Statements of Metropolis Healthcare Limited (the "Company" or "Metropolis") for the financial year ended March 31, 2026 ("the year").

A. FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS Financial Highlights

The key highlights of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 in comparison with the previous financial year ended March 31, 2025 are summarized below:

Standalone Consolidated

Particulars

FY 2025-26 FY 2024-25 FY 2025-26 FY 2024-25
Revenue from Operations 1,36,547.17 1,21,575.19 1,64,584.59 1,33,120.28
Other income 1,633.12 1,704.65 2,558.44 1,511.32

Total Revenue

1,38,180.29 1,23,279.84 1,67,143.03 1,34,631.60
Less: Total expenses 1,16,260.36 1,07,138.06 1,40,326.51 1,15,546.31

Profit before exceptional items and tax

21,919.93 16,141.78 26,816.52 19,085.29
Exceptional items 795.67 - 898.96 -

Profit Before Tax

21,124.26 16,141.78 25,917.56 19,085.29
Less: Tax Expenses 5,410.16 3,707.47 6,799.36 4,533.90
Add: Profits from discontinued operations 34.23 45.29 - -

Profit for the year

15,748.33 12,479.60 19,118.20 14,551.39
Basic Earnings per share of face value of Rs. 2/- each 7.6 6.01 9.19 7.07
Diluted Earnings per share of face value of Rs. 2/- each 7.6 6.01 9.19 7.04

The financial performance, results of operations, major developments, strategic acquisitions, and the state of affairs of the Company are discussed in detail in the Management Discussion and Analysis Report forming part of this Annual Report.

Financial Performance at a Glance:

Management Discussion and Analysis Report

The Management Discussion and Analysis Report ("MD&A Report") for the year, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), is presented in a separate section and forms part of this Annual Report.

The MD&A Report provides an overview of the economic environment, industry dynamics, business performance, strategic acquisitions and material developments during the year.

Business Responsibility and Sustainability Report

In terms of Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") for the financial year ended March 31, 2026, is presented in a separate section and forms part of this Annual Report.

Dividend

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has approved and adopted a Dividend Distribution Policy. The Policy sets out the parameters and circumstances that the Board may consider when recommending and/or declaring dividends to the shareholders and determining the utilization of the Company's retained earnings. The Policy is available on the Company's website, the web link of which is disclosed in the Corporate Governance Report forming part of this Annual Report.

In line with the Company's Dividend Distribution Policy and considering the strong financial performance and profitability achieved during FY 2025-26, the Board of Directors declared the first and second interim dividends for FY 2025–26.

The details of the interim dividends declared for the FY 2025-26 are provided below:

Particulars

1st Interim Dividend 2nd Interim Dividend
Date of Board Meeting November 04, 2025 May 13, 2026
Face Value per Equity Share Rs. 2/- each Rs. 2/- each
Dividend Percentage 200% 50%
Dividend per Equity Share Rs. 4/- per equity share Rs. 1/- per equity share
Record Date November 11, 2025 May 19, 2026
Total Dividend Outflow Rs. 20,72,87,928/- Rs. 20,73,31,968/-

No final dividend has been recommended by the Board of Directors.

Capital Structure Authorized capital

There was no change in the Authorized Share Capital of the Company. As on March 31, 2026, it stood at

Rs. 63,86,08,030/- divided into 31,93,04,015 equity shares of Rs. 2/- each.

Paid-up capital

During the year, the change in the paid-up capital was primarily driven by the allotment of equity shares pursuant to the exercise of stock units and the issuance of bonus equity shares. The Company issued bonus equity shares in the ratio of 3:1, resulting in a corresponding increase in the number of equity shares and the issued, subscribed and paid-up equity share capital of the Company. The Bonus was recommended by the Board of Directors with a view to unlock long-term shareholder wealth, enhancing the liquidity of the Company's equity shares, and to broaden the shareholder base.

Bonus Issue

Following the approval of the members obtained through Postal Ballot on March 08, 2026, the Company issued and allotted 15,54,95,826 fully paid-up bonus equity shares in the ratio of 3:1, i.e., 3 new equity shares of face value of

Rs. 2/- each for every 1 existing equity share of face value of Rs. 2/- each on March 23, 2026, to the eligible members of the Company as on March 20, 2026 i.e., record date, through capitalization of ~Rs. 31.10 crore from and out of the securities premium account.

Employee Stock Benefits

During the year, the Company also issued and allotted

31,898 equity shares to the eligible employees upon exercise of an equal number of Restrictive Stock Units ("RSUs") under the Metropolis – Restrictive Stock Unit Plan, 2020.

Consequent to the changes in the share capital as detailed above, the issued, subscribed and paid-up equity share capital ("Issued & Paid-up Capital") as at March 31, 2025 and March 31, 2026, is set out below:

As at As at

Particulars

March 31, 2025 March 31, 2026
No. of equity shares 5,18,00,044 20,73,27,768
Issued & Paid-up 10,36,00,088 41,46,55,536
Capital
Face value per share Rs. 2 Rs. 2

Share-based Incentive Schemes

During the year, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC"), introduced two new share-based incentive schemes i.e. the Metropolis – Restrictive Stock Units Plan, 2025 ("MHL – RSU Plan, 2025") and the Metropolis – Employees Stock Options Plan, 2025 ("MHL – ESOP Plan, 2025") at its meeting held on May 13, 2025. Both the schemes were subsequently adopted by the shareholders at the 25th Annual General Meeting held on August 13, 2025. The schemes were introduced with the objective of motivating employees to contribute towards the Company's growth, fostering an employee-ownership culture, attracting and retaining talent for sustained value creation.

As on March 31, 2026, the following share-based incentive schemes (collectively referred to as the "Share-based Incentive Schemes") were in force:

i. Metropolis – Restrictive Stock Unit Plan, 2020

("MHL – RSU Plan, 2020")

ii. MHL – RSU Plan, 2025

iii. MHL – ESOP Plan, 2025

The Company's Share-based Incentive Schemes are applicable to eligible employees of the Company and its subsidiaries and, in the case of MHL – RSU Plan, 2020, also to employees of associate companies, if any. All the Share-based Incentive Schemes are administered by the NRC of the Company.

The Secretarial Auditor has issued a certificate confirming that the aforesaid Share-based Incentive Schemes have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The certificate will be available for inspection by members at the ensuing Annual General Meeting.

The details of Share-based Incentive Schemes are annexed to this report as "Annexure 1" and are also available on the website of the Company at click here.

Particulars of Loans, Guarantees, and Investments

Pursuant to Section 186 of the Companies Act, 2013 ("the Act") and Schedule V of the SEBI Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided in note no. 48(a) of the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

As on March 31, 2026, the Company has 8 (Eight) domestic subsidiaries and 7 (seven) overseas subsidiaries (including five stepdown overseas subsidiaries). The Company does not have any joint ventures or associate companies.

During the year, Metropolis Quality Solutions Private Limited was incorporated on September 15, 2025, as a wholly owned subsidiary of the Company.

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC–1 is annexed as "Annexure 2" to this report. The statement also provides details of performance and financial position of each of the subsidiaries. There has been no material change in the nature of the business of the subsidiaries. The Audited Financial Statements of the subsidiaries are available on the website of the Company at click here.

The Company has formulated a Policy for determining Material Subsidiaries ("Policy on Material Subsidiary") which is available on the website of the Company, the web link of which is disclosed in the Corporate Governance Report forming part of this Annual Report. Based on the evaluation parameters provided in the Policy on Material Subsidiary, the Company does not have any Material Subsidiary as on March 31, 2026.

B. CORPORATE GOVERNANCE

The Company believes in adopting the best practices of corporate governance as it is the foundation upon which an organization is built. Keeping in view the above, the Company has put in place robust corporate governance structure and policies which complement each other and continue to steer the Company through headwinds. Report on corporate governance and a certificate by the Secretarial Auditors of the Company regarding compliance with the corporate governance requirement as stipulated in Regulation 34 read with Part C of Schedule V of the SEBI Listing Regulations, are provided in a separate section and forms part this Annual Report.

Board of Directors

The Board of Directors consist of distinguished professionals from different backgrounds, skills, experience and expertise which contribute to overall Board effectiveness. A detailed note on the composition, skills matrix and governance of the Board is provided in the Corporate Governance Report forming part of this Annual Report.

During the year, the following changes took place in the composition of the Board:

Sr. No. Personnel Appointed

Designation Term
1. Mr. Rehan Khan Independent Director May 13, 2025 to May 12, 2030
2. Mr. Surendran Chemmenkotil Managing Director June 01, 2025 to May 31, 2028

Dr. Sushil Shah and Dr. Aparna Rajadhyaksha, being the longest in the office, are liable to retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing 26th Annual General Meeting ("AGM") of the Company.

Under Dr. Sushil Shah's guidance, the Company established a reputed pathology brand across India and Africa. As a Non-Executive Director, his strategic insight and deep industry knowledge are vital to our continued growth. Recognising his invaluable experience and contributions to Company's operations and governance, the NRC and the Board recommend to the Members to approve the continuation of Dr. Sushil Shah's directorship as a Non-Executive Non-Independent Director beyond 79 (seventy-nine) years of age in terms of Regulation 17(1A) of the SEBI Listing Regulations.

A brief profile of the Directors proposed for re-appointment and continuation, as required under Regulation 36 of the SEBI Listing Regulations read with the Secretarial Standard-2 on General Meetings, is provided as an Annexure to the Notice of the 26th AGM.

Based on the declarations received, none of the Directors are disqualified nor debarred by SEBI or any other statutory authority from holding the office of director.

In the opinion of the Board, all directors on the Board of the Company possess requisite qualifications, experience and expertise and hold high standards of integrity. The executive directors did not receive any remuneration or sitting fees from the subsidiary companies.

Key Managerial Personnel

As per the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026, are as under:

Sr. No. Key Managerial Personnel

Designation
1. Ms. Ameera Shah Chairperson & Whole-time Director
2. Mr. Surendran Chemmenkotil Managing Director
3. Mr. Sameer Patel Chief Financial Officer
4. Mr. Kamlesh Kulkarni Head – Legal & Secretarial

During the year, Mr. Surendran Chemmenkotil was appointed as a Managing Director of the Company with effect from June 01, 2025, consequent to which he stepped down from the position of Chief Executive Officer of the Company effective May 31, 2025.

Declaration by Independent Directors

The Company has received the declarations from all Independent Directors confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and they continue to comply with the Code of Conduct laid down under Schedule IV of the Act. There has been no change in the circumstances affecting their status as Independent Directors of the Company. A detailed disclosure in this regard is provided in the Corporate Governance Report forming part of this Annual Report.

Familiarisation Programme

The Company has in place a comprehensive Familiarisation Programme for Independent Directors, covering their roles, rights and responsibilities, the nature of the industry, the Company's business model, strategy, operations, governance framework, policies and processes. The Directors are also periodically informed about the financial performance, annual budgets, internal control system, statutory compliances, the Company's vision, core values, ethics, and corporate governance practices. Details of the Familiarisation Programme are set out in the Corporate Governance Report forming part of this Annual Report and are also available on the Company's website at click here.

Board Evaluation

Pursuant to the provisions of Section 178 read with Schedule IV of the Act and Regulation 17 read with Part D of Schedule II to the SEBI Listing Regulations, the Board carried out the annual performance evaluation covering the Board as a whole, its Committees, and individual directors, including the Chairperson, Executive Directors, Non-Executive Directors and Independent Directors.

A detailed disclosure on the evaluation framework is set out in the Corporate Governance Report forming part of this Annual Report.

Meetings of the Board

During the year the Board of Directors met 4 (four) times, these meetings were held on May 13, 2025, August 07, 2025, November 04, 2025, and February 04, 2026. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. As a process, the agenda along with notice is sent to the Board of Directors well in advance. The Board is provided with a detailed background and rationale of the proposal to provide them adequate information to take an informed decision. The Board also interacts with senior management and when necessary, seeks independent advice from external experts on matters requiring specialised expertise.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability and based on the representation of the Management, confirm that the Directors have: a) in the preparation of the Annual Accounts, followed the applicable accounting standards along with proper explanation relating to material departures; b) 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 of the Company for that period; c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) prepared the Annual Accounts on a going concern basis; e) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Committees of the Board

The Board of Directors have formed various committees as per provisions of the Act and the SEBI Listing Regulations, which are as follows:

Details of the composition, roles and terms of reference of each Committee, along with attendance at Committee meetings held during the year, are set out in the Corporate Governance Report forming part of this Annual Report.

C. AUDITORS AND REPORTS Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W100022), will be completing their second term at the ensuing 26th AGM of the Company.

The Auditor's Report on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026, does not contain any qualification, reservation or adverse remark.

Following the impending retirement of the existing Statutory Auditors and in compliance with mandatory rotation requirements, the Board, on the recommendation of the Audit Committee, considered and approved appointment of M/s. Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Registration No. 117364W/W100739) ("Deloitte"), as the Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive financial years commencing from the conclusion of the ensuing 26th AGM till the conclusion of 31st AGM subject to the approval of the shareholders at the ensuing AGM.

Deloitte has submitted the required certificate under section 139(1) of the Act, confirming their eligibility under section 141 of the Act.

A resolution seeking their appointment forms part of the Notice convening the 26th AGM and is recommended for consideration and approval of the Members of the Company.

Secretarial Auditors

M/s. Manish Ghia & Associates, Practising Company Secretaries (Firm Registration No. P2006MH007100), were appointed as Secretarial Auditors of the Company at the 25<sup>th AGM of the Company held on August 13, 2025, for a period of 5 (five) consecutive years from FY 2025-26 to FY 2029-30.

The Secretarial Auditors conduct quarterly secretarial compliance audits and place their interim reports before the Audit Committee and Board of Directors.

The Secretarial Audit Report for FY 2025-26 in Form MR-3 is annexed as "Annexure 3" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act, the Company is required to maintain cost records and have such records audited by a Cost Accountant.

M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No: 000240), were appointed as the Cost Auditors to conduct the audit of the Company's cost records for the financial year 2024-25 and 2025-26.

Upon reviewing the Cost Audit Report for FY 2024-25, the Audit Committee and Board noted that the Company maintained proper cost records and that the cost statements presented a true and fair view. The report was issued with no qualifications, reservations or adverse remarks.

On the recommendation of the Audit Committee, the Board at its meeting held on May 13, 2026, re-appointed M/s. Joshi Apte & Associates as Cost Auditors of the Company for the financial year 2026-27. As required under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for FY 2026-27 is subject to ratification by the Members. A resolution to this effect is included in the Notice convening the 26th AGM. During the year, the Statutory Auditors, Secretarial Auditors, and Cost Auditors have not reported any fraud under Section 143(12) of the Act, and therefore, no disclosure is required under Section 134(3) (ca) of the Act.

Internal Auditors

Following the recommendation of the Audit Committee, the Board at its Meeting held on May 13, 2025, appointed M/s. PricewaterhouseCoopers Services LLP ("PWC") (LLPIN: AAI-8885), as the Internal Auditors of the Company, for a period of

5 (five) consecutive years commencing from the financial year 2025-26 till the financial year 2029-30.

The Company's in-house team works in close coordination with the Internal Auditors to support the Internal Audit function. PWC independently review the adequacy and effectiveness of the Company's policies, processes, internal controls, regulatory compliances, project-specific matters, corporate accounts, taxation and other key operational areas. The in-house team is responsible for continuous risk monitoring, coordinating with process owners, tracking the implementation of audit recommendations and monitoring the effectiveness of corrective actions to further strengthen the Company's internal control framework.

A summary of the audit observations, along with management actions, impact etc. are presented to the Audit Committee on a quarterly basis. The corrective actions are taken by the management as per defined plan approved by the Audit Committee. With the systems and practice hereinabove, we believe that the Company's internal controls are commensurate with the size and operations of the business.

D. POLICIES AND OTHERS Risk Management

The Company has adopted a strong governance structure to deal with any risk associated with business or industry in which the Company operates.

This includes constitution of Risk Management Committee and formulating a comprehensive Risk Management Policy benchmarked to the global standards.

The Company's Risk Management Policy is available on its website, the web link to which is disclosed in the Corporate Governance Report forming part of this Annual Report.

The major risks identified by the businesses and functions are systematically mitigated through ongoing risk management actions. A detailed disclosure of the Company's risk management practices is set out in the Management Discussion and Analysis Report forming part of this Annual Report. In the opinion of the Board, there is no element of risk that threatens the existence of the Company.

Cyber Security

The Company continues to strengthen its cybersecurity and privacy framework to protect information assets, support business resilience and foster stakeholder trust in an increasingly digital environment.

Key focus areas during the year included identity and access management, endpoint security, mobile device management, data loss prevention, threat monitoring, vulnerability management and data protection controls. Regular risk assessments, security audits, vulnerability assessments, penetration testing and privacy reviews were undertaken to proactively identify and mitigate cyber risks.

Additionally, the Company enhanced cyber resilience through employee awareness initiatives, incident response preparedness, business continuity planning, disaster recovery testing and continuous monitoring. These measures support responsible data management, operational continuity, regulatory compliance and sustainable digital operations.

Related Party Transactions

The Company has well-defined governance structure for approving and monitoring the transactions with the related parties. All the related parties are identified at the outset, and no transactions with related parties are entered without prior approval of the Audit Committee.

The Audit Committee grants omnibus approval for transactions which are regular and routine in nature as per the criteria approved by the Board and special or event-based transactions are approved separately by the Audit Committee in line with Related Party Transaction Policy of the Company.

All the related party transactions are reviewed by the Audit Committee on a quarterly basis. The Audit Committee also seeks external certification, wherever required to ensure that the transactions are at arm's length and in ordinary course of business.

During the year: (i) no materially significant Related Party Transactions were entered with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large; (ii) all related party transactions were carried out in the ordinary course of business and at arm's length pricing; and (iii) no material related party transactions were entered into, in accordance with the SEBI Listing Regulations and the Company's Policy on Related Party Transactions. Accordingly, the disclosure of related party transactions in Form AOC- 2 is not applicable.

The web link to the Related Party Transaction Policy is disclosed in the Corporate Governance Report forming part of this Annual Report. Details of related party transactions are set out in note no. 38 to the financial statements.

Nomination and Remuneration Policy

The Company recognises the importance of having a diverse Board, Key Managerial Personnel and Senior Management Personnel from different backgrounds, experience and expertise and the value they bring in for an organizational growth. The Board has formulated a Nomination and Remuneration Policy that provides a structured process for selection, identifying attributes and payment of remuneration to Directors, Key Managerial Personnel and Senior Management.

The policy was amended during the year to align with best industry practices.

A summary of the Policy, as required under Section 178(3) of the Act read with Regulation 19 of the SEBI Listing Regulations, is set out in the Corporate Governance Report forming part of this Annual Report. The Policy is also available on the Company's website, the web link to which is disclosed in the Corporate Governance Report forming part of this Annual Report.

Vigil Mechanism

The Company has established a vigil mechanism by rolling out strong and comprehensive Whistle-blower Policy in accordance with Section 177 of the Act read with Regulation 22 of the SEBI Listing Regulations, providing a formal channel for directors, employees and stakeholders to raise genuine concerns about unethical behaviour, actual or suspected fraud, or violations of the Company's Code of Conduct without fear of reprisal. The Policy provides for adequate safeguards against victimisation and for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

A brief on the Vigil Mechanism and contact details of reporting channels are provided in the Corporate Governance Report forming part of this Annual Report. The Policy is also available on the Company's website, the web link to which is disclosed in the Corporate Governance Report.

Code of Conduct for Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading ("the Code"), in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations") to regulate, monitor and report trading by designated persons and their immediate relatives.

The Code outlines the procedures to be followed by designated persons while trading/dealing in Company's securities, and while handling or sharing Unpublished Price Sensitive Information ("UPSI") and sets out the Company's obligations with respect to maintaining a structured digital database, preventing insider trading and fostering awareness about the sensitivity of UPSI.

The Company has an effective web-based automated structured digital database tool in place as well to ensure and control circulation of UPSI in order to discharge functions by designated persons.

Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a Corporate Social Responsibility & Environmental, Social and Governance Committee ("CSR & ESG Committee"), which monitors and oversees CSR initiatives and activities of the Company. The Committee also oversees environmental sustainability and governance practices, in alignment with the Company's commitment to integrating sustainability into its core business strategy and creating a positive impact on society and the environment.

The CSR & ESG Policy is available on the Company's website, the web link to which is disclosed in the Corporate Governance Report forming part of this Annual Report. The Annual Report on CSR activities is annexed to this Report as "Annexure 4".

Internal Financial Control and their Adequacy

The Company has laid down robust framework for internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively. These control systems provide reasonable assurance with respect to the reliability of financial and operational reporting, compliance with applicable laws and internal policies, protection of the Company's assets, prevention and detection of frauds and errors, and the accuracy and completeness of accounting records.

The Audit Committee maintains regular interaction with the Statutory Auditors, Internal Auditors and Management on matters within its terms of reference. Effectiveness of internal financial controls is ensured through interaction by the Audit Committee with Management reviews, controlled self-assessment and independent testing conducted by the Internal Audit Team. The Statutory and Internal Auditors have confirmed that no weaknesses in internal controls were identified during the year. A detailed discussion on internal controls is provided in the Management Discussion and Analysis Report forming part of this Annual Report.

Particulars of Employees

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure 5".

The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection and any shareholder interested in obtaining a copy of the same may write to the Company at secretarial@metropolisindia.com.

Statutory Disclosures

I. CONSERVATION OF ENERGY i) Steps taken or impact on conservation of energy

The Company continues to accord the highest priority to energy conservation as a key component of its sustainability and ESG strategy. During the year, the Company strengthened its commitment by implementing structured measures for monitoring, controlling, and optimizing energy consumption across all operational facilities.

Key initiatives included:

1. Infrastructure & Technology Upgrades: To enhance energy efficiency, the Company completed the installation of 3-star rated inverter air conditioning systems using eco-friendly R32 refrigerant across all major offices and operational facilities. This initiative supports energy conservation and aligns with global ozone layer protection protocols.

2. Power Quality Management: A power factor of up to 0.99 was consistently maintained at all major locations, reducing transmission losses and improving overall electrical system efficiency.

3. Energy Conservation Measures (ECM): Building on previous audits, power quality audits were conducted at 16 key labs during the year to monitor harmonics, reduce thermal wastage, and optimize load distribution, thereby lowering the Company's carbon footprint.

4. EmployeeEngagement:Quarterlyawareness sessions and training programmes were conducted for employees, covering best practices for reducing workplace energy consumption, responsible equipment usage and individual carbon impact.

5. Facility Design: New and renovated facilities in FY 2025-26 were designed with natural lighting optimization, LED-based lighting systems, and building management systems to minimize energy loss.

These initiatives collectively contributed to a reduction in energy consumption. The Company remains committed to adopting emerging technologies and best practices to further enhance energy efficiency, in alignment with national sustainability objectives.

ii) Steps taken by the Company for utilizing alternate sources of energy

As a service organisation, the Company does not operate any captive power generation units and accordingly, does not produce or generate renewable or conventional power.

However, during the year, the Company strengthened its commitment to sustainability through the following measures:

1. Renewable Energy Procurement: Procured 350 Kilovolt-Ampere of renewable energy through open access and green tariff mechanisms from third-party sources, which accounted for 14% of its total electricity consumption during the year.

2. On-site Solar Initiatives: Feasibility studies were completed for rooftop solar installations at Delhi, Thrissur and Cochin major facilities. Phase-wise implementation commenced in Q4 of FY 2025-26 with an installed capacity of 100 kW, expected to generate approximately 1.45 L/kWh annually.

3. Energy-saving Technologies: Expanded deployment of energy-efficient technologies including sensor-based lighting, high-efficiency HVAC (Heating, Ventilation, and Air Conditioning) systems, and smart metering across its operations to reduce overall grid dependency and environmental footprint. The Company remains committed to increasing the share of renewable energy in its total energy mix in line with its ESG goals.

iii) Capital investment on energy conservation equipment

During the year, the Company made a total capital investment of Rs. 33 Lakh towards energy conservation equipment and sustainability initiatives:

Item

Investment (Rs. in Lakh)
Power Quality Equipment (including Active Harmonic Filters and Capacitor Banks for Maintaining Power Factor up to 0.99) 1.50
LED retrofitting across 120 facilities 5.00
HVAC upgrades (3-star inverter ACs with R32 refrigerant) 25.00
Water and Energy Smart Metering Systems 1.50

Total

33.00

These investments are expected to contribute both cost efficiency and carbon footprint reduction.

II. TECHNOLOGY ABSORPTION i) Efforts made towards technology absorption

During the year, the Company continued to invest in digital transformation and technology modernization initiatives to enhance operational efficiency, strengthen governance, improve service delivery, and support scalable business growth.

Key initiatives undertaken during the year included the expansion of digital workflows and process automation, enhancement of customer and partner engagement platforms, optimization of laboratory and enterprise applications, and strengthening of cloud-enabled infrastructure and integration capabilities. The Company also expanded the use of AI, automation, analytics, and reporting solutions to improve productivity, operational visibility, and decision-making across business functions.

Technology investments were further directed towards improving system interoperability, workflow standardization, digital collaboration, and operational agility, enabling the organization to respond more effectively to evolving business and healthcare requirements. The Company's continued focus on cybersecurity, data privacy, and digital trust supported secure and resilient digital operations, while healthcare interoperability initiatives further strengthened the foundation for future-ready and connected healthcare services.

ii) Benefits derived

The technology initiatives undertaken during the year resulted in:

• Enhanced operational efficiency, productivity, and process standardization through automation and digitization initiatives.

• Improved turnaround times, operational agility, and resource utilization by reducing manual intervention across key workflows.

• Strengthened governance, operational visibility, and data-driven decision-making through advanced reporting and analytics capabilities.

• Increased scalability, interoperability, reliability, and resilience of technology platforms supporting business growth and continuity.

• Reinforced cybersecurity, privacy, and digital trust capabilities while enhancing organizational readiness for future innovation and digital transformation.

iii) Details of Imported technology (last three years): Nil

iv) Expenditure incurred on Research and development: Nil

III. FOREIGN EXCHANGE EARNINGS AND OUTGO i) Foreign Exchange inflow: Rs. 5310.62 Lakh

ii) Foreign Exchange outflow: Rs. 395.21 Lakh

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder ("PoSH Act"). The Company has constituted Internal Complaints Committee in compliance with PoSH Act. Details of complaints received and disposed of during FY 2025-26 are disclosed in the Corporate Governance Report forming part of this Annual Report.

Annual Return

The Annual Return in Form MGT-7 as required under Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at click here.

Other Disclosures

• There was no change in the nature of the business or any activity of business of the Company.

• There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this Report.

• There has been no transfer to general reserves for the FY 2025-26.

• There was no instance wherein the Company failed to implement any corporate action within the statutory time limit.

• The Company has complied with the provisions of the Maternity Benefit Act, 1961/Code on Social Security.

• The Company has not accepted/ invited deposits from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and has not taken any loan from the Promoter Directors.

• There were no proceedings, either filed by or against the Company or pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2026.

• No significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in the future.

• The Company has not issued shares with differential voting rights and sweat equity shares during the year.

• There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

• The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively issued by the Institute of Company Secretaries of India.

Cautionary Statement

The statements in this Report, particularly those which relate to Management Discussion and Analysis, relating to the Company's objectives, projections, estimates, and expectations may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement, depending on the circumstances.

Appreciations

The Directors acknowledge the valuable contribution of all employees across levels in the continuous growth of the Company and making it a dominant player in the market. The Directors also thank Company's stakeholders for their continued co-operation and support in the Company's growth and operations.

For and on behalf of the Board of Directors of
Metropolis Healthcare Limited
Sd/-
Ameera Shah
Place: Mumbai Chairperson & Whole-time Director
Date: May 13, 2026 DIN: 00208095