Metropolis Healthcare Ltd

Dear Shareholders,

It is our pleasure in presenting the 25th Annual Report on the business performance and operations of Metropolis Healthcare Limited (the "Company" or "Metropolis"), along with the Audited Financial Statements for the financial year ended March 31, 2025 ("year under review").

The k ey highlights of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 in comparison with the previous financial year ended March 31, 2024 are summarized below:

Note: The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

During the year under review, the standalone income of the Company increased from 1,11,542.21 Lakh in the previous year to 1,23,358.95 Lakh, registering an increase of 11,816.74 Lakh. The standalone profit after tax for the year increased from 11,588.98 Lakh in the previous year to 12,479.60 Lakh in the current financial year registering an increase of 890.62 Lakh.

Further, the consolidated income of the Group increased from 1,21,682.58 Lakh in the previous year to 1,34,631.60 Lakh registering an increase of 12,949.02 Lakh. The consolidated profit after tax for the Group increased from 12,845.56 Lakh in the previous year to 14,551.39 Lakh in the current financial year registering an increase of 1,705.83 Lakh.

The Operating and financial performance of your Company has been covered in the Management Discussion and Analysis Report, which forms part of the Annual Report.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), the Board of Directors of the Company have approved and adopted a Dividend Distribution Policy of the Company. The policy sets out the parameters and circumstances that the Board may consider when recommending and/or declaring of dividends to its shareholders and/or the utilization of the retained earnings of Company. The Policy is available on the website of the Company at https:// www.metropolisindia.com/newdata/investors/ adminpanel/disclosures_under_regulation_46_of_ lodr/mhl-dividend-distribution-policy.pdf

In order to conserve the resources for business requirements, your Board of Directors do not recommend any dividend for the financial year 2024-25.

During the year under review, there has been no change in the Authorized Share Capital of the Company, as at March 31, 2025, it remained at 63,86,08,030/- divided into 31,93,04,015 equity shares of 2/- (Indian Rupees Two only) each.

The issued and paid-up equity share capital of the Company increased following the allotment of 54,263 equity shares upon the exercise of an equal number of RSUs by eligible employees, as well as the allotment of 5,18,920 equity shares through a preferential issue for consideration other than cash (swap of shares).

Consequent to the above allotments, the share capital of the Company increased from 10,24,53,722/- to 10,36,00,088/- divided into 5,18,00,044 equity shares of 2/- each.

As on March 31, 2025, the Company has Metropolis–Restrictive Stock Unit Plan, 2020 ("MHL-RSU Plan, 2020") for the employees of the Company and its subsidiaries and associates (if any), as the only share base incentive scheme in force. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on March 17, 2025, revoked the Metropolis – Employee Stock Option Scheme 2015 ("MESOS – 2015") as the same had been exhausted and no grants were outstanding. The Nomination and Remuneration Committee of the Company administers and monitors the MHL-RSU Plan 2020 in order to retain, attract, motivate and incentivise the talent pool in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations").

The details of MESOS - 2015 and MHL-RSU Plan 2020 are annexed to this report as ‘Annexure 1' and are also available on the website of the Company at https://www.metropolisindia.com/newdata/ investors/adminpanel/annual_reports/fy2023-2024/ detailsofmesos2015andmhl-rsuplan2020.pdf.

The Company has received a certificate from the Secretarial Auditor confirming that the plans are implemented in line with the SEBI SBEB & SE Regulations which will be available for inspection at the ensuing AGM of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 13, 2025, approved the adoption and implementation of ‘Metropolis – Employee Stock Options Plan, 2025' and ‘Metropolis

– Restrictive Stock Unit Plan, 2025' for grant of Employee Stock Options and Restrictive Stock Units, respectively, to the eligible employees of the Company and its subsidiaries under the respective plans, subject to the approval of shareholders of the Company and such other regulatory/statutory approvals, as may be applicable. These proposals form part of the notice of the ensuing AGM of the Company.

Particulars of Loans, Guarantees, and Investments

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided in note no. 46(a) of the financial statements.

As on March 31, 2025, your Company has 7 (seven) domestic subsidiaries and 7 (seven) overseas subsidiaries (including five stepdown overseas subsidiaries). The Company does not have any joint ventures or associate companies.

In accordance with Section 129(3) of the Companies Act, 2013, ("the Act") a statement containing salient features of the financial statements of your 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 https:// www.metropolisindia.com/investors.

Changes during the year under review are as follows:

1. The Company acquired Metropolis Foundation, a Section 8 company, on August 14, 2024, pursuant to which it became a wholly owned subsidiary effective thereupon.

2. The Company incorporated Metropolis Clinical Pathology Private Limited (which subsequently changed its name to Scientific Metropolis Pathology Private Limited) as its wholly owned subsidiary effective December 25, 2024.

3. The Company has completed the strategic acquisition of Core Diagnostics Private Limited from its shareholder, Core Diagnostics (Mauritius) Private Limited, for a total consideration of 246.83, settled through a combination of cash and other than cash consideration, namely the preferential allotment of equity shares of the Company (share swap). Upon completion of the transaction, Core Diagnostics Private Limited became a wholly owned subsidiary of the Company.

4. Following receipt of confirmation on May 08, 2025, Star Metropolis Health Services Middle East LLC – Dubai, an Associate Company, was liquidated effective September 05, 2023.

Further, your Company has formulated a Policy for determining Material Subsidiaries ("Policy on Material Subsidiary") which is available on the website of the Company at https://www.metropolisindia. com/newdata/investors/adminpanel/disclosures_ under_regulation_46_of_lodr/9_mhl_policy_for_ determination_of_material_subsidiary.pdf. Based on the evaluation parameters provided in the Policy on Material Subsidiary, your Company does not have any Material Subsidiary as on March 31, 2025.

Y our Company believes in adopting best of corporate governance as it is the foundation upon which an organisation is built. Keeping in view the above, we have rolled out robust corporate governance structure and policies which complement each other and continue to steer the Company through headwinds.

Report on Corporate Governance and certificate by the Secretarial Auditors of the Company regarding compliance with 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 of the Annual Report of the Company.

Y our Board of Directors consist of professionals from different background, skills, experience and expertise which contribute to overall Board effectiveness.

As on March 31, 2025, the Board of your Company consists of 8 (eight) Directors, of which 7 (seven) are Non-Executive Directors [including 4 (four) Independent Directors] and 1 (one) Executive Director. The Board constitution is in accordance with Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations.

During the year under review, the following changes took place in the composition of the Company's Board:

(i) Dr. Sushil Shah was appointed as Chairman Emeritus of the Company effective May 22, 2024 and was re-designated from Whole-time Director to Non-Executive Director effective August 21, 2024;

(ii) Ms. Ameera Shah was re-designated from Managing Director to Whole-time Director effective May 22, 2024, subject to the approval of shareholders and was appointed as Chairperson effective therefrom;

(iii) Dr. Aparna Rajadhyaksha was appointed as Non-Executive Non-Independent Director of the Company effective May 22, 2024, liable to retire by rotation;

(iv) Ms. Anita Ramachandran, Independent Director, resigned from the Board of the Company effective close of business hours of March 17, 2025, seven weeks prior to the completion of her term, citing other professional opportunities. She had confirmed that there are no other material reasons for her resignation; and

(v) Ms. Purvi Sheth was appointed as an Independent Director of the Company, effective March 17, 2025, subject to the shareholders' approval.

Further, subsequent to the close of financial year, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in their meeting held on May 13, 2025, subject to the approval of the shareholders approved:

1. Re-appointment of Ms. Ameera Shah as Chairperson & Whole-time Director of the Company for a term of 5 (five) consecutive years commencing from March 18, 2026 to March 17, 2031;

2. Appointment of Mr. Surendran Chemmenkotil as an Additional Director designated as Managing Director of the Company for a term of 3 (three) consecutive years commencing from June 01, 2025 to May 31, 2028;

3 Appointment of Mr. Rehan Khan as an Additional. Director designated as Independent Director of the Company for a period of 5 (five) consecutive years commencing from May 13, 2025 to May 12, 2030.

Ms. Ameera Shah and Mr. Hemant Sachdev, being the longest in the office, are liable to retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing 25th AGM of your Company.

Based on the declarations received, none of the above-mentioned Directors are disqualified under Section 164 of the Act and are not debarred by SEBI or any other statutory authority for holding office as a Director. Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standards– 2 on General Meetings, a brief profile of Directors proposed to be appointed and re-appointed, as the case may be, is provided as Annexure to the Notice of the 25th AGM.

In the opinion of the Board, all directors including the directors appointed / re-appointed during the year 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.

As per the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 are as under:

1. Ms. Ameera Shah – Chairperson & Whole-time Director

2. Mr. Surendran Chemmenkotil - Chief Executive Officer

3. Mr. Sameer Patel - Chief Financial Officer

4. Mr. Kamlesh Kulkarni - Head – Legal & Secretarial During the year under review, the Company underwent following changes:

Ms. Ameera Shah was re-designated from the position of Managing Director to Chairperson & Whole-time Director, effective May 22, 2024 and Dr. Sushil Shah was re-designated from the position of Whole-time Director to Non-Executive Non-Independent Director, effective August 21, 2024.

Further, Mr. Rakesh Agarwal resigned from the position of Chief Financial Officer, effective close of business hours of November 10, 2024, and

Mr. Aditya Shinde was appointed as the Interim Chief Financial Officer, effective November 11, 2024 and stepped down from the said position, effective close of business hours of February 09, 2025. Mr. Sameer Patel was appointed as the Chief Financial Officer, effective February 10, 2025.

Y our Company has received the declarations from the Independent Directors confirming that they (i) 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 are independent; and (ii) 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.

Pursuant to the SEBI Listing Regulations, the Company has developed a Familiarization Programme for all the Independent Directors, with a view to familiarize them with their role, rights, and responsibilities in the Company, the nature of the industry in which the Company operates, its business plans, business model, corporate strategy, services, the governance structure, policies, processes etc. 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 Familiarization Programme of Independent Directors of the Company are available on the website of the Company at https:// www.metropolisindia.com/newdata/investors/ adminpanel/disclosures_under_regulation_46_of_ lodr/familiarizationprogram_24-25.pdf

The Nomination and Remuneration Committee has formulated a strong framework for annual evaluation of the Board, its Committees, individual Directors including the Chairperson, Executive Directors, Non-Executive Directors and Independent Directors of the Company.

A structured questionnaire covering various aspects such as the composition, quality and performance of the Board, meetings and procedures, contribution to Board processes, participation in the Board meeting, attendance, effectiveness of the functions allocated, relationship with Management, professional development, adequacy, appropriateness, and timeliness of information etc. was circulated to all the Directors.

A summarized report of the feedback given by the Directors was prepared and presented to the Nomination and Remuneration Committee and Board. The Board expressed their satisfaction with the evaluation process.

In terms of the requirements of Schedule IV of the Act read with Regulation 25(3) of SEBI Listing Regulations, a separate meeting of Independent Directors of the Company was held on March 15, 2025 to review the:

a) performance of Non-Independent Directors, Board as a whole and its Committees;

b) performance of the Chairperson, taking into account the views of Executive Directors and Non-Executive Directors; and

c) quality, quantity, and timeliness of the flow of information between the Management and the Board.

During the year under review, the Board of Directors met 6 (six) times, these meetings were held on May 21, 2024, August 10, 2024, November 08, 2024, December 09, 2024, February 04, 2025 and March 17, 2025. 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 well in advance or at a shorter notice with the permission of Directors. The Board is provided with a detailed background and rationale of the proposal so as to provide them adequate information to take an informed decision. The Board also interacts with senior management and when necessary, consults external consultants for clarifications.

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.

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

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility & Environmental, Social and Governance Committee

The details with respect to the composition, powers, roles, terms of reference, etc. of the committees are given in the Corporate Governance Report which is presented in a separate section and forms part of the Annual Report of the Company.

M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W 100022), were reappointed as the Statutory Auditors of the Company in the 22nd AGM held on August 17, 2022 to hold office till the conclusion of the 26th AGM of the Company to be held in the financial year 2026-27. The Auditor's Report for the financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remark.

Further, during the year under review, the auditors have not reported any fraud under Section 143(12) of the Act, and therefore, no details are required to be disclosed under Section 134(3)(ca) of the Act.

Pursuant to Section 204 read with Section 134(3) of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Manish 4Ghia & Associates, Practising Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report in Form MR-3 is annexed as ‘Annexure 3' to this report. There is no qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditors in their Report.

In accordance with the amendments in provisions of Regulation 24A of the SEBI Listing Regulations, the appointment of Secretarial Auditor is required to be approved by the shareholders, accordingly Board of Directors at their meeting held on May 13, 2025 based on the recommendation of Audit Committee approved the appointment of M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, as the Secretarial Auditors for a period of 5 (five) consecutive years commencing from financial year 2025-26 till financial year 2029-30. The proposal forms part of the notice of the AGM.

Pursuant to the provisions of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. The cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

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 ended March 31, 2025. There were no qualifications in the report submitted by Cost Auditors in the financial year 2024-25. Based on the recommendation of the Audit Committee, the Board at its meeting held on May 13, 2025, had approved the appointment of M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No: 000240), as the Cost Auditors to conduct the cost audit for financial year ending March 31, 2026. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditors for the financial year 2025-26 is required to be ratified by the shareholders, the Board of Directors recommend the same for ratification at the ensuing AGM. The proposal forms part of the notice of the AGM.

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. Suresh Surana & Associates LLP (LLPIN: AAB-7509), were appointed by the Board of Directors to conduct internal audit reviews of the Company for the financial year ended March 31, 2025.

Based on the recommendation of the Audit Committee, the Board of Directors in their meeting held on May 13, 2025 appointed M/s. PricewaterhouseCoopers Services LLP (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 has a robust internal audit system for assessment of audit findings and its mitigation. The Internal Audit function covers all the areas such as policies, processes, internal controls, compliance, inventory, stock, project specific, corporate accounts, taxation, etc.

The audit is based on predefined plan as presented by Internal Auditors and approved by the Audit Committee. 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 your Company's internal controls are commensurate with the size and operations of the business.

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 major risks identified by the businesses and functions are systematically mitigated through ongoing risk management actions.

The Risk Management Policy is available on the website of the Company at https://www.metropolisindia.com/ newdata/investors/adminpanel/disclosures_under_ regulation_46_of_lodr/riskmanagementpolicy.pdf

Y our Company's Information Technology function ensures business continuity, data privacy, and regulatory compliance across key areas like infrastructure, cloud, and cybersecurity. Regular Risk Assessment ensures alignment with the Information Technology Act, CERT-In, and ISO 27001 & 27701 certifications.

Security operations are guided by a set calendar with activities like endpoint protection, patch management, and audits to mitigate threats and optimize performance. Regular assessments, testing, and training, including Business Continuity Planning, red teaming, and compliance reviews further strengthen Company's resilience, defence, and overall risk management framework. As cybersecurity is constantly evolving, the Company continues to enhance its focus and allocate resources toward strengthening its cybersecurity framework.

Process and Approval Mechanism: Your Company has developed a governance structure for approving and monitoring the transactions with the related parties. A process is rolled out where all the related parties are identified, and a list of related parties is prepared to ensure that no transactions with related parties are entered without prior approval of the Audit Committee. Additionally, all the related party transactions are reviewed by the Audit Committee and the Board on a quarterly basis. The Audit Committee also seeks for external certification, if required to ensure that the transactions are at arm's length and in ordinary course of business. 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.

Policy on Related Party Transaction: The Policy was amended during the year to align with the amendments in the SEBI Listing Regulations. The updated Policy is available on the website of the Company at https:// www.metropolisindia.com/newdata/investors/ adminpanel/disclosures_under_regulation_46_of_ lodr/policy_on_related_party_transactions.pdf During the year under review: (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, 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 shareholders may refer to note no. 36 to the financial statements, which set out Related Party Disclosures.

Y our Company recognizes 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.

Therefore, the Board has formulated a Nomination and Remuneration Policy which provides for standardized process for selection, identifying attributes and payment of remuneration to Directors, Key Managerial Personnel and Senior Management. The brief on the policy of nomination and remuneration and other matters provided in Section 178(3) of the Act read with Regulation 19 of the SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report of the Company. The Nomination and Remuneration Policy is also available on the website of the Company at https:// www.metropolisindia.com/newdata/investors/ adminpanel/code_of_conduct_&_policies/ nomination-and-remuneration-policy-24.pdf

Y our Company has institutionalised the vigil mechanism by rolling out strong and comprehensive Whistle-blower Policy in accordance with Section 177 of the Act and the SEBI Listing Regulations. The Policy provides for method and process for employees and stakeholders to voice their genuine concerns about unethical conduct that may be actual or threaten breach with the Company's Code of Conduct without fear of being reprimanded. Brief on the Whistle-blower Policy is also provided in the Report on Corporate Governance, which forms part of this Annual Report. During the year under review, the Company did not receive any complaint. The Policy is available on the website of the Company at https:// www.metropolisindia.com/newdata/investors/ adminpanel/disclosures_under_regulation_46_of_ lodr/whistle_blower_policy.pdf

Y our Company has adopted a Code of Conduct for Prevention of Insider Trading ("the Code") to regulate, monitor and report trading by designated persons and their immediate relatives, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations"). The Code outlines the procedures to be followed by designated persons while trading/ dealing in Company's shares, and while handling or sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligations to:

(i) maintain a structured digital database; (ii) implement mechanisms for prevention of insider trading and ensure proper handling of UPSI; and (iii) raise 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 of functions by designated persons. The Code was amended during the year to align with the amendments in the SEBI PIT Regulations.

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a Corporate Social Responsibility and Environmental, Social & Governance Committee (CSR & ESG), which monitors and oversees various CSR initiatives and activities of the Company. In order to broaden the scope of the Company's initiatives to include not only social responsibility but also environmental sustainability and governance best practices, to align with stakeholder expectations and to further demonstrate the Company's commitment to integrating sustainability and governance into its core business strategy, thereby fostering a positive impact on society, and the environment, while ensuring sustainable growth and success.

The CSR & ESG Policy of the Company is available on the website of the Company at https:// www.metropolisindia.com/newdata/investors/ adminpanel/code_of_conduct_&_policies/csr___esg_ policy.pdf The complete details on the CSR activities in Annual Report on CSR are annexed as ‘Annexure 4' to the Board's Report.

The Board of your Company has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

Further, the members of the Audit Committee on regular basis communicate with the Statutory Auditors, Internal Auditors and management to deal with the matters within their 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 financial year 2024-25. Internal control and its adequacy have been discussed in detail in the Management Discussion and Analysis and in the section of Audit Committee Chair report under Report on Corporate Governance.

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as ‘Annexure 5'. The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection and any shareholder interested in obtaining a copy of the same may write to the Company at secretarial@metropolisindia.com

Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of SEBI Listing Regulations is applicable to the Company.

The Business Responsibility and Sustainability Report for the financial year ended March 31, 2025, is presented in a separate section and forms part of the Annual Report of the Company.

The Management Discussion and Analysis Report (MD & A Report) for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section and forms part of the Annual Report of the Company.

The MD & A Report provides a consolidated perspective of economic, social and environmental aspects material to your Company's strategy and its ability to create and sustain value to its key stakeholders and includes aspects of reporting as required by Regulation 34 of SEBI Listing Regulations on Business Responsibility and Sustainability Report.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

i) Steps taken or impact on conservation of energy The Company accords the highest priority on energy conservation and is committed to implement energy conservation measures, including regular review of energy consumption and effective control of utilization of energy. The Company has designed its facilities keeping in view the objective of minimizing energy loss. The Company actively promotes energy conservation in the workplace by educating and training employees to reduce energy consumption.

To promote energy efficiency and environmental sustainability, the Company has installed energy-efficient, 5-star rated inverter air conditioning systems using eco-friendly R32 refrigerant across it's extensive operational facilities. This contributes to energy conservation and support ozone layer protection. Additionally, a power factor of up to 0.99 is consistently maintained at all major locations to enhance energy efficiency.

As part of ongoing ECM measures, IoT energy saving devices are planned for deployment in key Labs. A Power Quality Audit has been conducted across 13 key labs to monitor and control harmonics and thermal wastages thereby, supporting the Go-green environment and reducing its carbon footprints.

Automatic Main Failure panels for Diesel Generators have been installed in all major Labs. Furthermore, third party power procurement from renewable energy sources has been undertaken for major laboratories. HVAC operations at office locations are now scheduled and optimized to enhance energy performance.

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

The initiatives undertaken by the Company towards energy efficiency and the use of alternate energy sources have been detailed above. As a service organisation, the Company does not operate any power generation units and, accordingly, does not produce or generate renewable or conventional power. The Company remains committed to sustainability and continues to adopt measures such as procurement of renewable energy from third-party sources and implementing energy-saving technologies across its operations to minimize its environmental footprint. iii) Capital investment on energy conservation equipment Capital investment has been made in energy conservation equipment's including IoT devices, active filters, LED lighting, energy saving devices, and water metering systems.

B. TECHNOLOGY ABSORPTION i) Eff orts made towards technology absorption In 2024-25, the Company upgraded its technology for security, scalability, and reliability, investing in tools for faster development, improved processes, and better customer insights. This ensures systems and data remain connected and protected in a digital world.

An overview is provided below:

• Low Code Platform:

The adoption of the low-code platform sped up application development and reduced time to market.

• Salesforce Clouds:

Sales processes improved with beat plan execution, allowing better control and structured field operations. CRM pricing module was upgraded for flexible rates and customer models, supporting growth and future Merger & Acquisitions.

• Improved Material Management:

Material management has improved with system checks and custom tools that reduce errors and ensure compliance. Real-time inventory visibility and access to past data help teams plan better and avoid stock-outs.

• Report Standardization Solution

Reports have been redesigned with a more user-friendly interface, improved audit compliance, co-branding, and better formatting, significantly boosting the brand's reputation on a unified control mechanism.

• Mobile App Platform

The new mobile app offers a simple interface with easy booking, real-time tracking, and in-app updates, enhancing user engagement and overall experience.

• AI Enablement

AI tools support front desk and call center staff by offering test recommendations, answering queries, and ensuring quality service.

AI is also helping in faster, more accurate prostate cancer diagnosis.

ii) Benefits derived from technology absorption

Strategic technology adoption has led to measurable improvements. An AI-powered recommendation engine has boosted revenue through smarter test selection. The B2C mobile app has enhanced customer experience and engagement. Standardized diagnostic reports have made results easier to interpret, improving clinician satisfaction. Enhanced material management has streamlined operations and improved efficiency across the supply chain. Overall, these initiatives have strengthened compliance, reduced costs, and elevated service quality.

iii) Details of Imported technology (last three years) : No technology was imported in last three years.

iv) Expenditure incurred on Research and development: Nil

i) Foreign Exchange inflow: 4,479.90 Lakh

ii) Foreign Exchange outflow: 279.82 Lakh

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

Your 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. The Company has an Internal Complaints Committee, providing a redressal mechanism pertaining to sexual harassment of women employees at the workplace, the details of which are given in the Corporate Governance Report. Details of complaints received and redressed during financial year 2024-25 are as follows: Number of Complaints of Sexual Harassment received in the year: 1 Number of Complaints disposed off during the year: 1 Number of Complaints pending at the end of financial year: 0

The Annual Return in Form MGT-7 as required under Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://www.metropolisindia.com/newdata/ investors/adminpanel/annual_reports/fy2024-2025/ annual_return_fy2024-25.pdf.

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

• There have been no material changes and commitments, affecting the financial position of your 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 financial year 2024-25.

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

• Your 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 your 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, 2025.

• 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.

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

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

• Your 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.

The statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing 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.

Y our Directors acknowledge the valuable contribution of all its employees at all levels in the continuous growth of the Company and making it a dominant player in the market. The Directors would also like to thank and place on record appreciation to the Company's stakeholders for their continued co-operation and support in the Company's growth and operations.