It is our pleasure in presenting the 26^th 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:

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:

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
' 63,86,08,030/- divided into 31,93,04,015 equity shares of ' 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
' 2/- each for every 1 existing equity share of face value of ' 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 ~' 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:

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
25^th 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:

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 26^th 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 26^th 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:

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 26^th 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 26^th AGM till the
conclusion of 31^st 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 26^th 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^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 26^th 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@metroDolisindia.com.

Statutory DisclosuresI. 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. I nfrastructure & 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. Employee Engagement: Quarterly awareness
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 ' 33 Lakh towards
energy conservation equipment and
sustainability initiatives:

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: ' 5310.62 Lakh

ii) Foreign Exchange outflow: ' 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 atclick 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