k) Provisions, Contingent Liabilities andContingent Assets
A provision is recognized when the Companyhas a present obligation (legal or constructive)as a result of a past event and it is probable thatan outflow of resources embodying economicbenefits will be required to settle the obligation,in respect of which a reliable estimate can bemade. These are reviewed at each balancesheet date and adjusted to reflect the currentmanagement estimates.
Contingent Liabilities are disclosed in respectof possible obligations that arise from pastevents but their existence is confirmed by theoccurrence or non-occurrence of one or moreuncertain future events not wholly within thecontrol of the Company.
A contingent asset is a possible asset thatarises from past events and whose existencewill be confirmed only by the occurrence or non¬occurrence of one or more uncertain futureevents not wholly within the control of theentity. Contingent Assets are not recognized tillthe realization is virtually certain. However thesame are disclosed in the financial statementswhere an inflow of economic benefit is probable.Contingent liability and contingent asset arereviewed at each balance sheet date.
l) Revenue Recognition
Revenue comprises of revenue from providinghealthcare services such as health checkup andlaboratory services. Pathology service is the onlyprincipal activity and reportable segment fromwhich the Company generates its revenue.
Revenue is recognised at an amount that reflectsthe consideration to which the Company expectsto be entitled in exchange for transferring thegoods or services to a customer i.e. on transferof control of the service to the customer.Revenue from rendering of services is net ofindirect taxes, reversals and discounts.
Revenue is recognised once the testing samplesare processed for requisitioned test, to theextent that it is probable that the economicbenefits will flow to the Company and revenuecan be reliably measured.
Revenue is measured based on the considerationspecified in a contract with a customer. Revenueis recognised at a point in time when theCompany satisfies performance obligationsby transferring the promised services to itscustomers. Generally, each test representsa separate performance obligation for whichrevenue is recognised when the test report isgenerated i.e. when the performance obligationis satisfied. For allocating the transaction price,the Company has measured the revenue inrespect of each performance obligation of a
contract at its relative standalone selling price.The price that is regularly charged for a testwhen registered separately is the best evidenceof its standalone selling price
A contract liability is the obligation to transferservices to a customer for which the Companyhas received consideration from the customer.If a customer pays consideration before theCompany transfers services to the customer, acontract liability is recognised when the paymentis made. Contract liabilities are recognised asrevenue when the Company performs underthe contract.
m) Recognition of Interest income andDividend income
Interest income
For all financial instruments measured atamortized cost, interest income is recordedusing the effective interest rate (EIR). EIR isthe rate which exactly discounts the estimatedfuture cash receipts over the expected life ofthe financial instrument to the gross carryingamount of the financial asset. When calculatingthe EIR the Company estimates the expectedcash flows by considering all the contractualterms of the financial instrument (for example,prepayments, extensions, call and similaroptions); expected credit losses are consideredif the credit risk on that financial instrument hasincreased significantly since initial recognition
Dividends are recognized in statement of profitand loss on the date on which the Company'sright to receive payment is established.
n) Employee Benefits
(i) Short-term Employee benefits
Liabilities for wages andsalaries,compensated absences, bonus andex gratia including non-monetary benefitsthat are expected to be settled whollywithin twelve months after the end of theyear in which the employees render therelated service are classified as short termemployee benefits and are recognized asan expense and measured on undiscountedbasis in the Statement of Profit and Loss asthe related service is provided.
A liability is recognized for the amountexpected to be paid if the Company has apresent legal or constructive obligation topay this amount as a result of past serviceprovided by the employee and the obligationcan be estimated reliably.
The cost of equity settled transactions isdetermined by the fair value at the grantdate which is based on the Black Scholesmodel. The grant date fair value of optionsgranted to employees is recognized as anemployee expense, with a correspondingincrease in equity under "Employee StockOptions Reserve", over the period that theemployees become unconditionally entitledto the options.
The expense so determined is recognisedover the requisite vesting period, which isthe period over which all of the specifiedvesting conditions are to be satisfied. As ateach reporting date, the Company revisesits estimates of the number of options thatare expected to vest, if required.
When the terms of an equity-settledaward are modified, in addition to theexpense pertaining to the original award,an incremental expense is recognised forany modification that results in additionalfair value, or is otherwise beneficial tothe employee as measured at the dateof modification.
A defined contribution plan is a post¬employment benefit plan under which aCompany pays specified contributions toa separate entity and has no obligationto pay any further amounts. The Companymakes contribution to provident fund inaccordance with Employees ProvidentFund and Miscellaneous Provisions Act,1952 and Employee State Insurance.Contribution paid or payable in respect ofdefined contribution plan is recognized asan expense in the year in which servicesare rendered by the employee. Prepaidcontributions are recognised as an assetto the extent that cash refund or reductionin future payments is available.
The Company's gratuity benefit scheme is adefined benefit plan. The liability recognisedin the balance sheet in respect of gratuityis the present value of the defined benefit/obligation at the balance sheet date lessthe fair value of plan assets, together withadjustments for unrecognised acturial gainlosses and past service costs. The definedbenefit/obligation are calculated at balancesheet date by an independent actuary usingthe projected unit credit method.
When the calculation results in potentialasset for the company ,the recognisedasset is limited to the present value ofeconomic benefits available in the formof any future refunds from the plan orreduction in the future contribution to theplan(the asset ceiling). Remeasurementsof the net defined obligations/liabilitywhich compromise actuarial gains andlosses ,the return on plan assets (excludinginterest) and the effect of asset ceiling (ifany excluding interest) are recognisedimmediately in OCI.
When the benefits of a plan are changedor when a plan is curtailed the resultingchange in benefit that relates to pastservice (Past service cost or past servicegain) or the gain or loss on curtailment isrecognised immediately in profit and losss.The group recognises gains and losses onthe settlement of a defined benefit planwhen the settlement occours.
The Company follows calendar year (Januaryto December) for leave management. Asper policy, Privilege Leave is accrued on 1stof January for the entire year. Leaves canbe accumulated upto 30 days and can beencashed at the time of exit along with fulland final settelment. All other leaves getlapsed at the end of December.
o) Leases
At inception of a contract, the Companyassesses whether a contract is, or contains, alease. A contract is, or contains, a lease if thecontract conveys the right to control the useof an identified asset for a period of time inexchange for consideration.
Leases are recognised as a right-of-use assetand a corresponding liability at the date atwhich the leased asset is available for use bythe Company. Contracts may contain both leaseand non-lease components. The Companyallocates the consideration in the contract tothe lease and non-lease components based ontheir relative stand-alone prices. However, forleases of real estate for which the Company is alessee, it has elected not to separate lease andnon-lease components and instead accounts forthese as a single lease component.
Assets and liabilities arising from a lease areinitially measured on a present value basis.Lease liabilities include the net present value ofthe following lease payments:
- Fixed payments (including in-substance fixedpayments), less incentives receivables
- Variable lease payments that are based onan index or a rate, initially measured usingthe index or rate at the commencement date
- amount expected to be payable by thecompany under residual value guarantees
- the exercise price of a purchase option if theCompany is reasonably certain to exercisethat option, and
- Payments of penalties for terminating thelease, if the lease term reflects the Companyexercising that option.
The lease liability is measured at amortised costusing effective interest method. It is remeasuredwhen there is change in assessment ofwhether it will exercise a purchase, extensionor termination option or if there is a revised in¬substance fixed lease payment.
When the lease liability is remeasured in thisway, a corresponding adjustment is made to thecarrying amount of the right of use asset, or isrecorded in profit or loss if the carrying amountof the right of use asset has been reducedto zero.
Lease payments to be made under reasonablycertain extension options are also includedin the measurement of the liability. The leasepayments are discounted using the interest
rate implicit in the lease. If that rate cannotbe readily determined, which is generally thecase for leases in the Company, the lessee'sincremental borrowing rate is used, being therate that the individual lessee would have topay to borrow the funds necessary to obtain anasset of similar value to the right-of-use assetin a similar economic environment with similarterms, security and conditions.
To determine the incremental borrowing rate,the Company:
• where possible, uses recent third-partyfinancing received as a starting point, adjustedto reflect changes in financing conditionssince third party financing was received
• uses a build-up approach that starts with arisk-free interest rate adjusted for credit riskfor leases held, which does not have recentthird party financing, and makes adjustmentsspecific to the lease, e.g. term, country,currency and security.
Variable lease payments that depend on salesare recognised in profit or loss in the periodin which the condition that triggers thosepayments occurs.
The right of use asset is initially measured atcost, which comprises the initial amount of thelease liability adjusted for any lease paymentsmade at or before the commencement date,plus any initial direct costs incurred and anestimate of costs to dismantle and remove theunderlying asset or to restore the underlyingasset or the site on which it is located, lessany incentives received.They are subsequentlymeasured at cost or accumulated depreciationand impairment losses
Right-of-use assets are generally depreciatedover the shorter of the asset's useful life and thelease term on a straight-line basis. If the Companyis reasonably certain to exercise a purchaseoption, the right-of-use asset is depreciatedover the underlying asset's useful life.
In addition, the right of use of assets isperiodically reduced by impairment losses if anyand adjusted for certain remeasurements of thelease liability.
Payments associated with short-term leases ofequipment and all leases of low-value assetsare recognised on a straight-line basis as anexpense in profit or loss. Short-term leases areleases with a lease term of 12 months or less.
The lease liability is presented as a separate linein the statement of financial position. The leaseliability is subsequently measured by increasingthe carrying amount to reflect interest on thelease liability (using the effective interestmethod) and by reducing the carrying amount toreflect the lease payments made. The Companyremeasures the lease liability (and makes acorresponding adjustment to the related right-of-use asset) whenever
• the lease term has changed or there is achange in the assessment of exercise ofa purchase option, in which case the leaseliability is remeasured by discounting therevised lease payments using a reviseddiscount rate.
• the lease payments change due to changesin an index or rate or a change in expectedpayment under a guaranteed residual value, inwhich cases the lease liability is remeasuredby discounting the revised lease paymentsusing the initial discount rate (unless thelease payments change is due to a changein a floating interest rate, in which case arevised discount rate is used).
• a lease contract is modified and the leasemodification is not accounted for as aseparate lease, in which case the lease liabilityis remeasured by discounting the revisedlease payments using a revised discount rate.
p) Income-tax
Income tax expense comprises current taxand deferred tax. It is recognized in statementof profit and loss except to the extent that itrelates to items recognized directly in equity orin Other Comprehensive Income, in which case,the tax is also recognized directly in equity orother comprehensive income, respectively.
Current tax comprises the expected tax payableor recoverable on the taxable profit or lossfor the year and any adjustment to the taxpayable or recoverable in respect of previousyears. It is measured using tax rates enacted
or substantively enacted by the end of thereporting period.The amount of current taxpayable or receivable is the best estimate of thtax amount expected to be paid or recived thatreflects uncertainty related to income taxes,if any.
• Current tax assets and liabilities are offsetonly if the Company has a legally enforceableright to set off the recognized amounts; and
• intends either to settle on a net basis,or to realize the asset and settle theliability simultaneously
• Current tax assets and liabilities are offsetonly if there is alegally enforceable rightto setoff the recognised amounts and itis intended to realise the asset and settleliability on a net basis.
Deferred tax is recognised in respect oftemporary differences between the carryingamounts of assets and liabilities for financialreporting purposes and the correspondingamounts used for taxation purposes. Deferredtax is also recognised in respect of carriedforward tax losses and tax credits. Deferred taxis not recognised for:
• temporary differences on the initial recognitionof assets or liabilities in a transaction that:
- is not a business combination; and
- at the time of the transaction (i) affectsneither accounting nor taxable profit orloss and (ii) does not give rise to equaltaxable and deductible temporarydifferences;
• temporary differences related to investmentsin subsidiaries, associates and jointarrangements to the extent that the Companyis able to control the timing of the reversal ofthe temporary differences and it is probablethat they will not reverse in the foreseeablefuture; and
• taxable temporary differences arising on theinitial recognition of goodwill.
Deferred tax assets are recognised for unusedtax losses, unused tax credits and deductible
temporary differences to the extent that itis probable that future taxable profits willbe available against which they can be used.Future taxable profits are determined basedon the reversal of relevant taxable temporarydifferences. If the amount of taxable temporarydifferences is insufficient to recognise adeferred tax asset in full, then future taxableprofits, adjusted for reversals of existingtemporary differences, are considered, based onthe business plans for individual subsidiaries inthe Company. Deferred tax assets are reviewedat each reporting date and are reduced tothe extent that it is no longer probable thatthe related tax benefit will be realised; suchreductions are reversed when the probability offuture taxable profits improves.
Deferred tax is measured at the tax ratesthat are expected to apply to the period whenthe asset is realised or the liability is settled,based on the laws that have been enacted orsubstantively enacted by the reporting date.
The measurement of deferred tax reflects the taxconsequences that would follow from the mannerin which the Company expects, at the reportingdate, to recover or settle the carrying amountof its assets and liabilities. For this purpose,the carrying amount of investment property ispresumed to be recovered through sale.
Deferred tax assets and liabilities are offsetif there is a legally enforceable right to offsetcurrent tax liabilities and assets, and theyrelate to income taxes levied by the same taxauthority on the same taxable entity, or ondifferent tax entities, but they intend to settlecurrent tax liabilities and assets on a netbasis or their tax assets and liabilities will berealised simultaneously.
The measurement of deferred tax assets andliabilities reflects the tax consequences thatwould follow from the manner in which theCompany expects, at the reporting date, torecover or settle the carrying amount of itsassets and liabilities.
Deferred tax assets and liabilities are offsetonly if:
i) the entity has a legally enforceable right toset off current tax assets against currenttax liabilities; and
ii) the deferred tax assets and the deferredtax liabilities relate to income taxes leviedby the same taxation authority on the sametaxable entity.
Management periodically evaluates positionstaken in the tax returns with respect to situationsin which applicable tax regulations are subject tointerpretation and establishes provisions whereappropriate. The provision is estimated based onone of two methods, the expected value method(the sum of the probability weighted amountsin a range of possible outcomes) or the singlemost likely amount method, depending on whichis expected to better predict the resolution ofthe uncertainty.
q) Foreign currency transactions
Functional and Presentation currency
The Company's financial statements areprepared in Indian Rupees (INR) which is also theCompany's functional currency.
Foreign currency transactions are recorded oninitial recognition in the functional currency usingthe exchange rate at the date of the transaction.
Monetary assets and liabilities denominatedin foreign currencies are translated into thefunctional currency at the exchange rate at thereporting date. Non-monetary items that aremeasured based on historical cost in a foreigncurrency are translated using the exchangerate at the date of the initial transaction. Non¬monetary items that are measured at fairvalue in a foreign currency are translated usingthe exchange rate at the date the fair valueis determined.
Exchange differences arising on the settlementor translation of monetary items are recognizedin statement of profit or loss in the year in whichthey arise.
r) Dividend
The Company recognises a liability for anydividend declared but not distributed at the endof the reporting period, when the distributionis authorized by the shareholders in AGM andthe distribution is no longer at the discretionof the Company on or before the end of thereporting period.
Interim dividends are recognized as a liabilityin the period in which they are approved by theBoard of Directors. They are accounted for in theStatement of Changes in Equity and adjustedagainst retained earnings. No provision ismade for dividends declared after the reportingdate unless approved before the end of thereporting period.
s) Earnings per share:
Basic Earnings per share is calculated by dividingthe profit or loss for the year attributable to theequity shareholders by the weighted averagenumber of equity shares outstanding duringthe year.
For the purpose of calculating diluted earningsper share, the profit or loss for the periodattributable to the equity shareholders andthe weighted average number of equity sharesoutstanding during the period is adjusted totake into account:
• The after income tax effect of interest andother financing costs associated with dilutivepotential equity shares, and
• Weighted average number of additional equityshares that would have been outstandingassuming the conversion of all dilutivepotential equity shares.
t) Segment Reporting
Operating segments are defined as componentsof an enterprise for which discrete financialinformation is available that is evaluatedregularly by the chief operating decision maker,in deciding how to allocate resources andassessing performance. The Company's chiefoperating decision maker is the ManagingDirector of the Company.
Segment revenue, segment expenses, segmentassets and segment liabilities have beenidentified to segments on the basis of theirrelationship to the operating activities of thesegment. Inter segment revenue is accountedon the basis of transactions which are primarilydetermined based on market / fair value factors.Revenue, expenses, assets and liabilities whichrelate to the Company as a whole and are notallocable to segments on a reasonable basishave been included under ""unallocated revenue/ expenses / assets / liabilities"".
Based on the nature of the business and line ofproducts/ services, there is only one reportablesegment - Pathology service.
u) Discontinued operations
A discontinued operation is a component of theGroup's business, the operations and cash flowsof which can be clearly distinguished from therest of the Group and which:
• represents a separate major line of businessor geographic area of operations;
• is part of a single co-ordinated plan todispose of a separate major line of businessor geographic area of operations; or
• is a subsidiary acquired exclusively with aview to resale.
Classification as a discontinued operationoccurs at the earlier of disposal or when theoperation meets the criteria to be classified asheld-for-sale.
When an operation is classified as a discontinuedoperation, the comparative statement of profitand loss is re-presented as if the operationhad been discontinued from the start of thecomparative year.
v) Asset held for Sale
Non-current assets, or disposal groupscomprising assets and liabilities, are classifiedas held for sale if it is highly probable that theywill be recovered primarily through sale ratherthan through continuing use.
Such assets, or disposal groups, are generallymeasured at the lower of their carrying amountand fair value less costs to sell.
Any impairment loss on a disposal group isallocated first to goodwill, and then to theremaining assets and liabilities on a pro ratabasis, except that no loss is allocated toinventories, financial assets, deferred tax assets,employee benefit assets, or biological assets,which continue to be measured in accordancewith the Group's other accounting policies.Impairment losses on initial classification as heldfor sale or held for distribution and subsequentgains and losses on remeasurement arerecognised in profit or loss.
Once classified as held for sale, intangibleassets, property, plant and equipment andinvestment properties are no longer amortisedor depreciated, and equity-accounted investeeis no longer equity accounted.
Non-current assets classified as held-for-saleand the assets of a disposal group classified asheld for sale are presented separately from theother assets in the balance sheet. The liabilitiesof a disposal group classified as held for sale arepresented separately from other liabilities in thebalance sheet.
w) Share Capital
Incremental costs directly attributable to theissue of equity shares are recognised as adeduction from equity. Income tax relating totransaction costs of an equity transaction isaccounted for in accordance with Ind AS 12
x) Recent Indian Accounting Standards (IndAS)
The Ministry of Corporate Affairs vide notificationdated 7 May 2025 and 13 August 2025 notifiedthe Companies (Indian Accounting Standards)Amendment Rules, 2025 and Companies (IndianAccounting Standards) Second AmendmentRules, 2025, respectively, which amended certainaccounting standards (see below), and areeffective for annual reporting periods beginningon or after 1 April 2025
As a result of the adoption of the amendmentsto Ind AS 1, the company changed its accountingpolicy for the classification of borrowings:
Borrowings are classified as current liabilitiesunless, at the end of the reporting period, thecompany has a right to defer settlement ofthe liability for at least 12 months after thereporting period.
Covenants that the company is requiredto comply with, on or before the end of thereporting period, are considered in classifyingloan arrangements with covenants as currentor non-current. Covenants that the companyis required to comply with after the reportingperiod do not affect the classification.
This new policy did not result in a change inthe classification of Metropolis HealthcareLimited's borrowings. The Company did notmake retrospective adjustments as a result ofadopting the amendments to Ind AS 1.
As a result of the adoption of the amendmentsto Ind AS 7 and Ind AS 107,the Company does notexpect material impact of these amendments inits financial statements.
Metropolis Healthcare Limited is not withinthe scope of the OECD Pillar Two Model Rules,as Pillar Two legislation has not yet beenenacted in any of the jurisdictions in which thecompany operates.
The amended Ind AS 21 have added requirementsto help entities to determine whether a currencyis exchangeable into another currency, and thespot exchange rate to use where it is not. Theseamendments did not have any material impacton the amounts recognised in current periodsand are not expected to significantly affect thefuture periods.
Recent Indian Accounting Standards (Ind AS)issued not yet effectiveClassification of Liabilities as Current orNon-current and Non-current Liabilities withCovenants - Amendments to Ind AS 1
This amendment also includes specificprovisions that will take effect for reportingperiods beginning on or after 1 April 2026, asoutlined below.
Under the existing Ind AS 1, where there is abreach of a material provision of a long-termloan arrangement on or before the end of thereporting period with the effect that the liabilitybecomes payable on demand on the reportingdate, the entity does not classify the liability ascurrent, if the lender agreed, after the reportingperiod and before the approval of the financialstatements for issue, not to demand paymentas a consequence of the breach.
However, the amended requirements stipulatethat entities will no longer be permitted toconsider lender waivers that are granted afterthe reporting date but before the financialstatements are approved for the purposeof classification of loans. This amendmentis required to be applied retrospectively inaccordance with Ind AS 8.
Metropolis Healthcare Limited does not expectthis amendment to have an impact on itsoperations or financial statements.
The recoverable amount of a CGU is determined using income approach under the fair value less cost of disposalmethod. The value in use is estimated using discounted cash flows over a period of 5 years. We believe 5 years to bemost appropriate time scale over which to review and consider annual performance before applying a fix terminal valuemultiple to year end cash flow.
Operating margins and growth rates for the five year cash flow projections have been estimated based on pastexperience and after considering the financial budgets/ forecasts approved by management. Other key assumptionsused in the estimation of the recoverable amount are set out below. The values assigned to the key assumptionsrepresent management's assessment of future trends and have been based on historical data from both external andinternal sources.
(e) Terms/rights attached to equity shares
The Company has only one class of Equity shares having a par value of '2 per share. Each holder of equity share isentitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend, if proposedby the Board of Directors, will be subject to the approval of the shareholders in the ensuing Annual General Meetingexcept interim dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assetsof the Company, after distribution of all preferential amounts. The distribution will be in proportion to the numberof equity shares held by the shareholders.
(f) The Company has issued and allotted 15,54,95,826 Bonus Equity Shares in the ratio of 3:1, i.e., Three (3) new fullypaid-up Equity Shares of face value of INR 2/- each for every One (1) existing fully paid-up Equity Share of facevalue of INR 2/- each. The Board of Directors at their meeting held on 4 February, 2026 approved issuance of bonusshares, which was approved by the shareholders on 08 March 2026.
Securities Premium
The amount received in excess of face value of the equity shares is recognised in Securities Premium. It can be usedto issue bonus shares, to purchase of its own shares, to provide for premium on redemption of shares or debentures,write-off equity related expenses like underwriting costs, etc.
Capital redemption reserve
As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of freereserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capitalredemption reserve. The reserve is to be utilised in accordance with the provisions of section 69 of the CompaniesAct, 2013.
General Reserve
General Reserve is free reserve which is created by transferring funds from retained earnings to meet future obligationsor purposes.
Share application money pending allotment
Share Application Money Pending Allotment represents application money received on account of Employees StockOption Scheme.
Employee stock options reserve
The Company has established equity settled share based payment plan for certain categories of employees. (ReferNote 45)
Retained Earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividendsor other distributions paid to shareholders. Retained Earnings is a free reserve available to the Company.
Re-measurement gain/ (loss) on defined benefit plans (net of taxes)
The Company has elected to recognise changes in the value of certain liabilities toward employee compensation inOther Comprehensive Income. These changes are accumulated within re-measurement gain/ (loss) on defined benefitplan reserve within equity.
36 Earnings per share (EPS)
Basic EPS is calculated by dividing the net profit for the year attributable to equity holders by the weighted averagenumber of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders (after adjusting profit impactof dilutive potential equity shares, if any) by the aggregate of weighted average number of Equity shares outstandingduring the year and the weighted average number of Equity shares that would be issued on conversion of all the dilutivepotential Equity shares into Equity shares.
Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameterssuch as interest rates and individual creditworthiness of the counterparty. Based on this evaluation, allowancesare taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is notmaterially different from their carrying amounts.
B. Fair value hierarchy
Ind AS 107, 'Financial Instrument - Disclosure' requires classification of the valuation method of financial instrumentsmeasured at fair value in the Balance Sheet, using a three level fair-value-hierarchy (which reflects the significanceof inputs used in the measurements). The hierarchy gives the highest priority to un-adjusted quoted prices in activemarkets for identical assets or liabilities (Level 1 measurements) and lowest priority to un-observable inputs (Level3 measurements). The three levels of the fair-value-hierarchy under Ind AS 107 are described below:
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuationtechniques which maximise the use of observable market data and rely as little as possible on entity specificestimates. If all significant inputs required to fair value an instrument are observable, the instrument is includedin level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is includedin this level. This is the case for unlisted equity securities included in level 3.
Financial instruments measured at fair value
The following table shows the valuation techniques used in measuring Level 1 and Level 3 fair values for financialinstruments measured at fair value in the balance sheet as well as the significant unobservable inputs used.
C. Financial risk managementRisk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the company'srisk management framework. The board of directors has established the risk management committee, which isresponsible for developing and monitoring the company's risk management policies. The committee reports regularlyto the board of directors on its activities.
The company's risk management policies are established to identify and analyse the risks faced by the company, toset appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies andsystems are reviewed regularly to reflect changes in market conditions and the company's activities. The company,through its training and management standards and procedures, aims to maintain a disciplined and constructivecontrol environment in which all employees understand their roles and obligations.
The company audit committee oversees how management monitors compliance with the company's riskmanagement policies and procedures and reviews the adequacy of the risk management framework in relation to
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument failsto meet its contractual obligations, and arises principally from the Company's trade and other receivables and cashand cash equivalents. The maximum exposure to credit risk in case of all the financial instruments covered belowis restricted to their respective carrying amount.
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer.Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring thecreditworthiness of customers to which the Company grants credit terms in the normal course of business.The Company establishes an allowance for doubtful debts and impairment that represents its estimate ofincurred losses in respect of trade and other receivables and investments.
The Company does not have any significant concentration of credit risk. Further, company has no customer(31 March 2025- Nil) which accounts for 10% or more of the total trade receivables at each reporting date.
Trade receivables are generally on terms of 30 to 90 days.
The Company has used a practical expedient by computing the expected credit loss allowance for tradereceivables based on a provision matrix.
The Company held cash and cash equivalents and other bank deposits as at 31 March 2026'2,078.85 lakhs(31 March 2025'2,587.48 lakhs). The cash and cash equivalents and other bank balances are held with bankswith good credit ratings.
The Company limits its exposure to credit risk by generally investing in liquid securities and only withcounterparties that have a good credit rating. The Company does not expect any losses from non-performanceby these counter-parties, and does not have any significant concentration of exposures to specific industrysectors or specific country risks.
Loans and advances mainly consist security deposit and advances to related parties.
The security deposit pertains to rent deposit given to lessors. The Company does not expect any losses fromnon-performance by these counter-parties.
The loans and advances given majorly pertains to subsidiaries. The parties have been generally regular inmaking payments and hence the Company does not expect significant impairment losses on its current profileof outstanding advances. The advances which have defaulted in the past is mainly on account of uncontrollableadverse local market conditions which has diluted parties' credit worthiness.
Market risk:
Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equityprices - will affect the Company's income or the value of its holdings of financial instruments. The Company isexposed to market risk primarily related to foreign exchange rate risk and interest rate risk. The objective of marketrisk management is to avoid excessive exposure in foreign currency revenues and costs.
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof changes in foreign exchange rates. The Company has foreign currency trade payables and receivables andis therefore exposed to foreign exchange risk.
Liquidity risk:
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with itsfinancial liabilities. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities,the availability of funding through an adequate amount of committed credit facilities. The Company's approachto managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities whenthey are due, under both normal and stressed conditions.
The table below analyses the Company's financial liabilities (undiscounted basis) into relevant maturity groupingsbased on their contractual maturities:
The outflows disclosed in the above table represent the total contractual undiscounted cash flows and total interestpayable on borrowings, if any.
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interestrate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations inthe interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearinginvestments will fluctuate because of fluctuations in the interest rates.
The Company does not account for any fixed-rate financial assets or financial liabilities at fair value throughprofit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
(D) Capital management
The objective of the Company's capital management is to ensure that it maintains an efficient capital structureand healthy capital ratios to support its business and maximize shareholder value.
The Company has equity capital and other reserves attributable to the equity shareholders, as the only source ofcapital and the company has insignificant interest bearing borrowings/ debts as on the reporting date. Hence, theCompany is not subject to any externally imposed capital requirements.
The Company's capital management is driven by Company's policy to maintain a sound capital base to supportthe continued development of its business. The Board of Directors seeks to maintain a prudent balance betweendifferent components of the Company's capital. The Management monitors the capital structure and the netfinancial debt at individual currency level. Net financial debt is defined as current and non-current financial liabilitiesless cash and cash equivalents and short-term investments.
The Company monitors capital using a ratio of 'adjusted net debt' to 'adjusted equity'. For this purpose, adjustednet debt is defined as interest-bearing borrowings, less cash and cash equivalents. Adjusted equity comprises allcomponents of equity.
Other commitments:
The Company has entered into reagent agreement for a period ranging from 3 to 6 years with some of its major rawmaterial suppliers to purchase agreed value of raw materials.
The value of purchase commitments for the remaining number of years are ' 21,017.62 Lakhs (31 March 2025'20,068.20Lakhs) of which annual commitment for next year is ' 6161.87 Lakhs (31 March 2025'4,761.88 Lakhs) as per the termsof these arrangements.
The company has provided support to meet the payment of financial liabilities of its wholly owned subsidiary i.e DAPICMetropolis Healthcare Private Limited (Formerly known as Metropolis Histoxpert Digital Services Private Limited) andCore Diagnostics Private Limited.
On 16 November 2022, the Income tax department conducted searches at premises of the Company and issuedassessment orders under Section 143(3) / 147 of the Income-Tax Act, 1961, ("Act") ("Order") for 10 years from AY 2014¬15 to AY 2023-24 wherein they raised a demand of Rs. 7,306.46 lakhs. The Company filed rectification application againstthe Orders for all 10 years out of which rectification orders for 7 AYs are received - the said rectifications are in linewith the requests filed by the Company and the demand stands reduced to Rs 3,880 Lakhs . Additionally, the Companycarries a a provision of Rs 1,964.04 lakhs in its accounts against this probable liability. The Company had separatelyfiled appeals before the Commissioner of Income Tax (Appeals) (CIT(A)) for all the above Assessment Years Thereafter,the Company received appellate orders u/s 250 for the Income Tax Act for all the assessment years, wherein the CIT(A)has allowed and accepted major grounds of appeal in favor of the Company. The Company has also received IncomeTax Refund of Rs. 1027.00 lakhs (net) in FY 2025-26 in respect of the above assessment years.
42 Leases1 The following is the summary of practical expedients elected on application:
i Applied a single discount rate to a portfolio of leases of similar assets in similar economic environmentwith a similar end date.
ii Applied the exemption not to recognize right-of-use assets and liabilities for leases :
a. with less than 12 months of lease term on the date of initial application
b. Outflow of less than Rs. 5 Lakhs in entire tenure of arrangement
iii Excluded the initial direct costs from the measurement of the right-of-use asset at the date ofinitial application.
iv Applied the practical expedient to grandfather the assessment of which transactions are leases on dateof transition. Accordingly, Ind AS 116 is applied only to contracts that were previously identified as leasesunder Ind AS 17.
1 The effect of amortisation and interest related to Right Of Use Asset and Lease Liability are reflected in theStatement of Profit and Loss under the heading "Depreciation and Amortisation Expense" and "Finance costs"respectively under Notes 32 and 31
2 The incremental borrowing rate applied to lease liabilities for FY 25-26 is 8.91% -10.10% based on tenure ofarrangement
3 Following are the changes in the carrying value of right of use assets for the year ended 31 March, 2026:
8 The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assetsare sufficient to meet the obligations related to lease liabilities as and when they fall due.
9 Rental expense recorded for short-term leases / Variable rent was Rs 13,881.81 Lakhs (31 March 2025 Rs Rs11,798.19 Lakhs) for the year ended 31 March 2026.
10 The total cash outflow for leases for year ended 31 March 2026 is Rs 9,046.15 Lakhs (31 March 2025 Rs 8,450.97Lakhs)
43(a) Revenue from contracts with customers
The Company generates its entire revenue from contracts with customers for the services at a point in time. TheCompany is engaged mainly in the business of running laboratories for carrying out pathological investigations ofvarious branches of bio-chemistry, hematology, histopathology, microbiology, electrophoresis, immuno-chemistry,immunology, virology, cytology, other pathological and radiological investigations, considered as a single sourceof revenue.
(c) Employee Stock Option Schemes
Description of share-based payment arrangements:
As at 31 March 2026 and 31 March 2025 Company had following share-based payment arrangements:
This plan may be called the Metropolis-Restrictive Stock Units Plan, 2025 ("MHL - RSU Plan 2025"/"Plan") asapproved by the Board of Directors of the Company at its meeting held on May 13, 2025 as per the recommendationof Nomination and Remuneration Committee and approved by members of the Company by passing specialresolution at the Annual General Meeting held on August 13, 2025.
This Plan shall be deemed to have come into force on August 13, 2025 (Being the date of passing of specialresolution for approving the MHL - RSU Plan 2025 by the shareholders of the Company).
This plan may be called the Metropolis-Restrictive Stock Unit Plan, 2020 (MHL-RSU Plan, 2020) as approved by the Boardof Directors of the Company at its meeting held on February 6, 2020 as per the recommendation of Nomination andRemuneration Committee and approved by members of the Company through postal ballot process on April 06, 2020.This plan shall be deemed to have come into force on April 06, 2020 (being the date of passing of special resolutionsfor approving the MHL-RSU Plan 2020 by the Shareholders of the Company through postal ballot process) or onsuch date as may be decided by the Nomination and Remuneration Committee ("Committee") of the Company.
This plan may be called the Metropolis - Employees Stock Options Plan, 2025 ("MHL - ESOP Plan 2025"/Plan") asapproved by the Board of Directors of the Company at its meeting held on May 13,2025 as per the recommendationof Nomination and Remuneration Committee and approved by members of the Company by passing specialresolution at the Annual General Meeting held on August 13, 2025.
This Plan shall be deemed to have come into force on August 13, 2025 (Being the date of passing of specialresolution for approving the MHL - ESOP Plan 2025 by the Shareholder of the Company).
The Company has instituted "Metropolis Employee Stock Option Plan 2015 "(MESOP 2015) for eligible employees.In terms of the said plan, options to the employees shall vest at the rate of 30% of Grant on 36 months from GrantDate, 35% of Grant on 48 months from Grant Date and 35% of Grant on 60 months from Grant Date. The vestedoptions can be exercised on earlier of Listing of Company Shares on an Indian Stock Exchange or 60 month fromthe date of the grant. Further, option can only be exercised during the exercise window specified by the Company.Each Option carries with it the right to purchase one equity share of the Company at the exercise price determinedby Nomination and Remuneration Committee.
There is no options outstanding as at 31 March 2026 (31 March 2025: Nil)
On 19 September 2017, consent was given by the Nomination and Remuneration Committee, wherein vestingschedule was modified to grant options under Metropolis Employee Stock Options Scheme, 2015 (MESOS 2015).As per modified terms, option to
- Existing employees (person who is in continuous employment with the Company since 1 January, 2016 or priorthereto) shall vest at the rate of 50% of Grant on 1 January 2018, 25% of Grant on 1 January 2019 and 25% ofGrant on 1 January 2020.
- New employees (person who is in continuous employment with the Company after 01 January, 2016.) shall vestat the rate of 50% of Grant on completion of 2 years from date of joining, 25% of Grant on completion of 3 yearsfrom date of joining and 25% of Grant on completion of 4 years from date of joining.
- No additional options to be granted under MESOS 2015 as per the resolution dated 24 September 2018, passedby the Nomination & Remuneration Committee
- Expected volatility of the option is based on historical volatility, during a period equivalent to the option life
- Dividend yield of the options is based on recent dividend activity
- Risk-free interest rates are based on the government securities yield in effect at the time of the grant.
(d) Compensatory absences:
The Company follows calendar year (January to December) for leave management. As per policy, Privilege Leave isaccrued on 1st of January for the entire year. Leaves can be accumulated upto 30 days and can be encashed at thetime of exit along with full and final settlement. All other leaves get lapsed at the end of December.
46 Segment Reporting
Operating segments are defined as components of an enterprise for which discrete financial information is availablethat is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessperformance. The Company's chief operating decision maker is the CEO of the Company.
Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segmentson the basis of their relationship to the operating activities of the segment. Inter segment revenue is accounted onthe basis of transactions which are primarily determined based on market / fair value factors. Revenue, expenses,assets and liabilities which relate to the Company as a whole and are not allocable to segments on a reasonablebasis have been included under "unallocated revenue / expenses / assets / liabilities".
Based on the nature of the business and line of products/ services, there is only one reportable segment - Pathologyservice. Therefore there is no other reportable segment for the Company, in accordance with the requirements ofIndian Accounting Standard 108- 'Operating Segments', notified under the Companies (Indian Accounting Standard)Rules, 2015.
47 Corporate social responsibility (CSR)
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spendat least 2% of its average net profit for the immediately preceding three financial years on corporate socialresponsibility (CSR) activities. The areas for CSR activities is as per activities specified in Schedule VII of theCompanies Act, 2013.
(b) Deferred payment consideration
During the year ended 31 March 2026, the Company has entered into a business transfer agreement dated 7 August2025 to acquire Ambika Pathology Laboratory located at Kolhapur, Maharashtra for an initial purchase considerationof ' 1,700.00 lakhs, an amount of ' 1,530.00 lakhs is paid upfront by the Company to Dr. Rajendra Sadashiv Patil,owner of Ambika Pathology Laboratory and the remaining 170.00 lakhs is to be paid at the end of thirty six monthsfrom the date of acquisition as part of deferred consideration.
The deferred consideration of ' 170.00 Lakhs has been measured at fair value (' 131.00 Lakhs) on initial recognitionand the difference of ' 39.00 Lakhs will be recognised as finance cost on EIR basis over the payment tenure; Duringyear ended 31 March 2026, ' 6.43 lakhs (31 March 2025 ' Nil ) charged to statement of profit and loss (refer note 31).
During the year ended 31 March 2025, the Company had made an investment in Core Diagnostics Private Limitedfor a total cash consideration of ' 13,576.08 Lakhs, of which ' 500 Lakhs was payable in June 2025. During the yearended 31 March 2026, pursuant to closing diligence procedures and subsequent post-acquisition review, certainmatters requiring remediation and management intervention beyond those envisaged at the time of transactionclosure were identified. Accordingly, the aforesaid consideration payable of ' 500 Lakhs is no longer consideredpayable and has therefore been written back in the Statement of Profit and Loss during the current year. (ReferNote 5)
During the FY 19-20, Desai Metropolis Health Services Private Limited, a subsidiary of the Company, had enteredinto a business purchase agreement to acquire Four Laboratories (Yash Lab, Nagar lab, Doctor Lab and Iyyer Lab)located at Surat for an initial purchase consideration of ' 1,800.00 lakhs. The amount of ' 1,800.00 lakhs was to
49 Transfer Pricing
The Company's management is of the opinion that its international and domestic transactions are at arm's lengthas per the independent firm's report for the year ended 31 March 2026. Management continues to believe that itsinternational transactions post 31 March 2025 and the specified domestic transactions are at arm's length andthat the transfer pricing legislation will not have any impact on these financial statements, particularly on amountof tax expense and that of provision of taxation.
50 Shareholding in the subsidiary company:
Metropolis Healthcare Lanka Private Limited (Metropolis Lanka) has bought back 250,000 ordinary shares held byNawaloka Hospitals PLC ("Nawaloka") in Metropolis Lanka pursuant to memorandum of understanding (MOU) dated31 March 2017. As per the MOU, the buy-back consideration payable by Metropolis Lanka was adjusted againstcertain receivables payable by Nawaloka to Metropolis Lanka. As at 31 March 2026, Metropolis Lanka has not filedrelevant forms with Registrar of the Company in respect of share transfer. Currently, the shareholding records inthe books of Metropolis Lanka assumes that the buy-back has been effectuated as per the MOU and MetropolisHealthcare Limited is reflected as 100% owner of Metropolis Lanka.
51 Disclosure of Transactions with Struck off companies
The Company did not have any material transactions with companies struck off under Section 248 of the CompaniesAct, 2013 or Section 560 of Companies Act, 1956 during the financial year.
52 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or anyother sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lendor invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not receivedany fund from any party (Funding Party) with the understanding that the Company shall whether, directly or indirectlylend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
53 As at 31 March 2026, there are certain proceeds from exporting diagnostic services to its overseas subsidiariesand certain other customers that have not been repatriated back into India within the stipulated timeframe asprescribed by the Reserve Bank of India (RBI) Master Direction on reporting and realization of export proceeds,including due to circumstances beyond the Company's control. The Company has duly applied to its AuthorisedDealer (AD) bank for an extension of time period to repatriate the outstanding export proceeds. The Company isactively engaged with the AD bank to ensure compliance with RBI regulations and to facilitate the repatriation ofthe export proceeds at the earliest. The Company does not consider any material impact in respect of the aboveon the financial position or performance of the Company.
54 Events after reporting date
Where events occurring after the balance sheet date provide evidence of conditions that existed at the end ofthe reporting period, the impact of such events is adjusted with the standalone financial statements. Otherwise,events after the balance sheet date of material size or nature are only disclosed.
55 Business CombinationA Liquidation of Dr. Ganesan's Hitech Diagnostic Centre Private Limited
The Board of Directors of the Company, at their meeting held on 11 February 2022, accorded in-principle approvalfor the voluntary liquidation of Dr. Ganesan's Hitech Diagnostic Centre Private Limited ('Hitech'), a wholly ownedsubsidiary of the Company, to be carried out under the provisions of Insolvency and Bankruptcy Code, 2016. TheBoard of Directors of Hitech in their meeting dated 01 April 2022 and the members of Hitech in their Extra OrdinaryGeneral meeting held on 01 April 2022 have accorded their approval for consolidation of the business of Hitechthrough voluntary liquidation process. Pursuant to the ongoing liquidation process, the liquidator of Hitech hastransferred the entire business undertaking to the Company on a going concern basis on and with effect from 04June 2022.
On 18 April, 2024 the National Company Law Tribunal, Chennai Bench ("NCLT") has approved the dissolution ofDr.Ganesan's Hitech Diagnostic Centre Private Limited ("Hitech", a wholly owned subsidiary of the Company) videits order. Pursuant to the Scheme becoming effective, Hitech ceased to be the subsidiary of the Company and gotmerged with the Company. The entire business of Hitech was distributed to the Company on a going concern basison and with effect from 4 June 2022.
Also, accordingly, the Company gave effect of the liquidation as per the requirements of Appendix C to Ind AS103 "Business Combination", to as if it had occurred from the beginning of the preceding period, being the date ofacquisition (i.e. 22 October 2021).
B Acquisition of subsidiaries
(i) On 21 March 2025, the Company has acquired 100% stake in Core Diagnostic Private Limited ("Core") forthe purchase consideration of Rs. 21,888.40 lakhs, discharged partly by cash consideration of Rs 13,576.08lakhs and partly by way of preferential issue and allotment of 518,920 equity shares of Metropolis HealthcareLimited amounting to Rs. 8,312.32 lakhs as per the terms and conditions of the Share Purchase Agreementincluding amendments if any thereof entered between the Company and Core. Post completion of the aforesaidacquisition, Core has become wholly owned subsidiary of the Company.
(ii) On 14 August 2024, the Company has acquired 100% stake in Metropolis Foundation (A section 8 Companyincorporated under Companies Act, 2013) for the purchase consideration of Rs. 0.10 lakh, discharged by cashconsideration of Rs 0.10 lakhs as per the terms and conditions of the Share Purchase Agreement includingamendments if any thereof entered between the Company and Metropolis Foundation. Post completion of theaforesaid acquisition, it has become wholly owned subsidiary of the Company.
(iii) The Company incorporated Metropolis Clinical Pathology Private Limited (which subsequently changed its nameto Scientific Metropolis Pathology Private Limited) as its wholly owned subsidiary effective 25 December 2024.
(iv) The Company incorporated Metropolis Quality Solutions Private Limited as its wholly owned subsidiary effectivefrom 13 September 2025
C Acquisition of Business
56 Sale of EQAS division
During the current year, the Company entered into a Business Transfer Agreement ("BTA") with Metropolis QualitySolutions Private Limited for the sale of its External Quality Assessment Scheme (EQAS) division for an aggregateconsideration of up to Rs. 125 Lakhs. The transaction was approved by the Board of Directors on 04 February 2026.
Accordingly, pursuant to the requirements of Ind AS 105, the operations relating to the said division have beenclassified as discontinued operations and the related assets have been classified as assets held for sale in thestandalone financial statements. Consequently, the comparative standalone statement of profit and loss has beenre-presented to disclose the results of discontinued operations separately from continuing operations.
(c) Average inventory = (Opening inventory balance Closing inventory balance) / 2
(d) Net credit sales = Net credit sales consist of gross credit sales minus sales return
(e) Average trade receivables = (Opening trade receivables balance Closing trade receivables balance) / 2
(f) Net credit purchases = Net credit purchases consist of gross credit purchases minus purchase return
(g) Average trade payables = (Opening trade payables balance Closing trade payables balance) / 2
(h) Working capital = Current assets - Current liabilities.
(i) Earning before interest and taxes = Profit before exceptional items and tax Finance costs - Other Income
(j) Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability
58 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amendedSchedule III:
(a) Crypto Currency or Virtual Currency
(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder
(c) Registration of charges or satisfaction with Registrar of Companies
(d) Relating to borrowed funds:
i. Wilful defaulter
ii. Utilisation of borrowed funds and securities premium
iii. Borrowings obtained on the basis of security of current assets
iv. Discrepancy in utilisation of borrowings
v. Current maturity of long term borrowings
(e) Number of layers of companies as prescribed under clause section 87(2) of the Companies Act, 2013