Directors Report of Metropolis Healthcare Ltd.

Mar 31, 2025

It is our pleasure in presenting the 25^th 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").

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, 2025 in comparison with the previous financial year ended March 31, 2024 are summarized below:

('' in Lakh)
Particulars	Standalone Consolidated
Particulars	FY 2024-25	FY 2023-24 1,10,342.54	FY 2024-25	FY 2023-24 1,20,770.88
Revenue from Operations	1,21,654.30	FY 2023-24 1,10,342.54	1,33,120.28	FY 2023-24 1,20,770.88
Other income	1,704.65	1,199.67	1,511.32	911.70
Total Revenue	1,23,358.95	111,542.21	1,34,631.60	1,21,682.58
Less: Total expenses	1,07,156.65	95,801.30	1,15,546.31	1,04,213.69
Profit before exceptional items and tax	16,202.30	15,740.91	19,085.29	17,468.89
Exceptional items	-	-	-	-
Profit before share of profit for equity accounted investees and tax	16,202.30	15,740.91	19,085.29	17,468.89
Share of loss for equity accounted investees (net of tax)	-	-	-	-
Profit Before Tax	16,202.30	15,740.91	19,085.29	17,468.89
Less: Tax Expenses	3,722.70	4,151.93	4,533.90	4,623.33
Profit after Tax	12,479.60	11,588.98	14,551.39	12,845.56
Basic Earnings per share of face value of '' 2/- each	24.35	22.63	28.29	24.95
Diluted Earnings per share of face value of '' 2/- each	24.24	22.55	28.15	24.87
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.

Operational Performance & Future Outlook

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.

Dividend

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.

Capital Structure

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.

Share-based Incentive Schemes

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.

Subsidiary, Joint Ventures and Associate Companies

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.

I n 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 subsidiarv.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.

B. CORPORATE GOVERNANCE

Your Company believes in adopting best practices 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.

Board of Directors

Your Board of Directors consist of distinguished 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 25^th 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 25^th 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.

Key Managerial Personnel

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 & Wholetime 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.

Declaration by Independent Directors

Your 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.

Familiarization Programme

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

Board Evaluation

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, NonExecutive 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.

Meetings of 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.

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;

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:

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.

. AUDITORS AND REPORTSStatutory Auditors

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 22^nd AGM held on August 17, 2022 to hold office till the conclusion of the 26^th 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.

Secretarial Auditors

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

Ghia & 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.

Cost Auditors

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.

Internal Auditors

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.

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 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

Cyber Security

Your 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.

Related Party Transactions

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.

Nomination and Remuneration Policy

Your 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

Vigil Mechanism

Your 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

Code of Conduct for Prevention of Insider Trading

Your 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.

Corporate Social Responsibility (CSR)

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 policv.pdf

The complete details on the CSR activities in Annual Report on CSR are annexed as ''Annexure 4'' to the Board''s Report.

Internal Financial Control and their Adequacy

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.

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 [email protected]

Business Responsibility and Sustainability Report

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.

Management Discussion and Analysis Report

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.

Statutory Disclosures

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:

A. CONSERVATION OF ENERGY

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) Efforts 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:

â¢ Low Code Platform:

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

â¢ 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.

â¢ 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 stockouts.

â¢ 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.

â¢ Mobile App Platform

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

â¢ 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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Annual Return

The Annual Return in Form MGT-7 as required under Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://www.metropolisindia.com/newdata/ investors/adminpanel/annual reports/fy2024-2025/ annual return fv2024-25.pdf.

Other Disclosures

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

â¢ 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.

â¢ There has been no transfer to general reserves for the financial year 2024-25.

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

â¢ 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.

â¢ 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.

â¢ 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.

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

â¢ 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.

â¢ 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.

Cautionary Statement

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.

Appreciations

Your 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.

Mar 31, 2024

It is our pleasure in presenting the 24^th Annual Report on the business and operations of Metropolis Healthcare Limited (the "Company" or "Metropolis"), along with the Audited Financial Statements for the financial year ended March 31,2024.

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 31,2024 in comparison with the previous financial year ended March 31,2023 are summarized below:

(INR in Lakhs)

Particulars	Stand	lalone	Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	1,10,342.54	1,06,604.07	1,20,770.88	1,14,821.02
Other income	1,199.67	2,128.26	911.70	1,522.46
Total Revenue	1,11,542.21	1,08,732.33	1,21,682.58	1,16,343.48
Less: Total expenses	95,801.30	90,837.81	1,04,213.69	97,593.14
Profit before exceptional items and tax	15,740.91	17,894.52	17,468.89	18,750.34
Exceptional items	-	-	-	-
Profit before share of profit for equity accounted investees and tax	15,740.91	17,894.52	17,468.89	18,750.34
Share of loss for equity accounted investees (net of tax)	-	-	-	-
Profit Before Tax	15,740.91	17,894.52	17,468.89	18,750.34
Less: Tax Expenses	4,151.93	3,999.79	4,623.33	4,410.94
Profit after Tax	11,588.98	13,894.73	12,845.56	14,339.40
Basic Earning per share of face value of INR 2/- each	22.63	27.14	24.95	27.91
Diluted Earning per share of face value of INR 2/- each	22.55	27.05	24.87	27.81

Note: The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024, 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.

Operational Performance & Future Outlook

During the year under review, the Standalone income of your Company increased to INR 1,11,542.21 Lakhs compared to INR 1,08,732.33 Lakhs in the previous year, registering an increase of INR 2,809.88 Lakhs. The Standalone profit after tax for the year decreased to INR 11,588.98 Lakhs as compared to INR 13,894.73 Lakhs in the previous year, registering a decrease of INR 2,305.75 Lakhs.

Further, the consolidated income of the Group increased to INR 1,21,682.58 Lakhs compared to INR 1,16,343.48 Lakhs in the previous year, registering an increase of INR 5,339.09 Lakhs. The consolidated profit after tax for the group decreased to INR 12,845.56 Lakhs as compared to INR 14,339.40 Lakhs in the previous year, registering a decrease of INR 1,493.84 Lakhs.

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

Dividend

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 has approved and adopted the Dividend Distribution Policy of the Company. The policy sets out the parameters and circumstances which Board may consider for recommendation and/or distribution of dividend to its shareholders and/or the utilization of the retained earnings of the Company. The Policy is available on the website of the Company at https:// www.metropolisindia.com/newdata/Investors/code-of-conduct/MHL-Dividend-Distribution-Policy.pdf In line with the Policy, the Board of Directors at its meeting held on November 04, 2023, declared an Interim Dividend of INR 4/- (Indian Rupees Four Only) per equity share of face value of INR 2/- (Indian Rupees Two Only) each (i.e. 200%) on 5,12,23,594 (Five Crores Twelve Lakhs Twenty-Three Thousand Five

Hundred and Ninety-Four) fully-paid up equity shares aggregating to total outflow of INR 20,48,94,376/-(Indian Rupees Twenty Crores Forty-Eight Lakhs Ninety-Four Thousand Three Hundred and Seventy-Six Only). The Interim Dividend was paid to those shareholders whose names appeared in the Register of Members as on the record date, i.e. November 17, 2023. In order to conserve the resources for business requirements, your Board of Directors do not recommend a final dividend for the financial year 2023-24.

Transfer to Reserve

There has been no transfer to general reserves for the financial year 2023-24.

Capital Structure

During the year under review, your Company allotted 16,197 equity shares of face value INR 2/- each under the Metropolis Healthcare Limited - Restrictive Stock Unit Plan, 2020 to the eligible employees of the Company/Subsidiaries. Consequent to allotment, the paid-up equity share capital of the Company was increased from INR 10,24,21,328/- (Indian Rupees Ten Crores Twenty-Four Lakhs Twenty One Thousand Three Hundred and Twenty Eight Only) to INR 10,24,53,722/- (Indian Rupees Ten Crores Twenty-Four Lakhs Fifty Three Thousand Seven Hundred and Twenty-Two Only) consisting of 5,12,26,861 equity shares of INR 2/- (Indian Rupees Two Only) each.

Employee Stock Option Plan

Your Company has Metropolis Employee Stock Option Scheme 2015 (âMESOS 2015â) and Metropolis Healthcare Limited - Restricted Stock Units Plan 2020 (âMHL-RSU Plan 2020â) in order to retain, attract, motivate and incentivise the talent pool. The Nomination and Remuneration Committee of the Company administers and monitors these plans in accordance with the Securities and Exchange Board of India (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 âAnnexure 1'' and are also available on the website of the Company at https:// www.metropolisindia.com/newdata/Investors/ Annual%20Reports/23-24/Details%20of%20 MESOS%202015%20and%20MHL-RSU%20Plan%20 7070.pdf.

Considering talent retention and in order to align the employees with the long-term interests of the Company, the Board of Directors at their meeting

held on May 21, 2024, approved revision in lock-in & vesting criteria and expanded the pool size of RSUs under the MHL-RSU Plan, 2020 by way of the addition of 1,50,000 (One Lakh Fifty Thousand) RSUs, subject to approval of the shareholders at the ensuing Annual General Meeting (âAGMâ). No employee was issued stock options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Particulars of Loans, Guarantees and Investments

Material changes and commitments affecting the financial position

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.

Subsidiary, Joint Ventures and Associate Companies

As on March 31, 2024, your Company has 4 (four) domestic subsidiaries and 7 (seven) overseas subsidiaries (including five stepdown overseas subsidiaries).

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of your Companyâs subsidiaries in Form AOC - 1 is annexed as âAnnexure 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 is also available on the website of the Company at https:// www.metropolisindia.com/investors Further, your Company has formulated a Policy for determining Material Subsidiaries (âPolicy on Material Subsidiary'') which is available on the website of the Company at https://www.metropolisindia.com/ newdata/Investors/Disclosures%70under%70R egulation%7046%70of%70l ODR/9 MHI Policy for determination of Material S ubsidiary. pdf. However, based on the evaluation parameters provided in the Policy on Material Subsidiary, your Company does not have any Material Subsidiary as on March 31,2024.

B. CORPORATE GOVERNANCE

Your 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, we have rolled out robust corporate governance structure and policies which compliments 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 Corporate Governance 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.

Board of Directors

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

As on March 31, 2024, the Board of your Company consists of 7 (seven) Directors, of which 5 (five) are Non-Executive Directors [Including 4 (four) Independent Directors] and 2 (two) are Executive Directors. The constitution of the Board of your Company is in accordance with Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations. During the year under review, Mr. Subramanian Ranganathan was appointed as an Independent Director of the Company for a term of 5 (five) consecutive years w.e.f. August 21, 2023. Mr. Vivek Gambhir and Mr. Sanjay Bhatnagar, Independent Directors were re-appointed for a second term of 5 (five) consecutive years w.e.f. September 07, 2023. Mr. Milind Sarwate completed his term of 5 (five) years as an Independent Director of the Company on September 06, 2023.

Further, the Board has appointed Dr. Sushil Shah as Chairman Emeritus w.e.f. May 22, 2024. The Board of Directors in their meeting held on May 21, 2024, subject to shareholders approval, had approved: (i) redesignation of Dr. Sushil Shah from the Whole-Time Director to Non- Executive Director, effective upon shareholders'' approval to ensure a smooth leadership transition (ii) re-designation of Ms. Ameera Shah from Managing Director to Chairperson & WholeTime Director, w.e.f. May 22, 2024 until the end of her current term on March 17, 2026, to facilitate seamless transition; (iii) appointment of Dr. Aparna Rajadhyaksha as an Additional Director in the capacity of Non-Executive Non-Independent Director, w.e.f. May 22, 2024.

Dr. Sushil Shah, being the longest in the office, is liable to retire by rotation and being eligible, he has offered himself for re-appointment at the ensuing 24^th AGM of your Company.

Based on the written representations received from the Directors, none of the above-mentioned Directors are disqualified under Section 164 of the Act and are also 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 Standard - 2 on General Meetings, a brief profile of Directors proposed to be appointed and reappointed is provided as Annexure to the Notice of the 24^th AGM.

In the opinion of the Board, all Directors possess requisite qualifications, experience, expertise and hold high standards of integrity.

The Managing Director and Whole-Time Director have not received any remuneration or sitting fees from the Subsidiary Companies.

Declaration by Independent Directors

Familiarization Programme

Pursuant to the SEBI Listing Regulations, the Company has developed a Familiarization Programme for 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 Companyâs 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/code-of-conduct/MHL Familiarization-Programme-for-Independent-Directors.pdf

Board Evaluation

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

In terms of the requirements of the Schedule IV of the read with Regulation 25(4) of SEBI Listing Regulations a separate meeting of Independent Directors of the Company was held on March 18, 2024 to review the:

a) performance of Non-Independent Directors (including the Chairperson);

b) performance of the Board as a whole and its Committees thereof, taking into views of Executive and Non-Executive Directors; and

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

Meetings of the Board

During the year under review, the Board of Directors met 6 (six) times, these meetings were held on May 16, 2023, June 19, 2023, August 02, 2023, November 04, 2023, February 02, 2024 and March 18, 2024. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI Listing Regulations. As a process, the agendas'' along with notice are sent well in advance or with the permission of Directors at a shorter notice. 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 if required with external consultant in case of clarification.

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, the applicable accounting standards followed along with proper explanation relating to material departures;

(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 of your Company have formed various committees as per provisions of the Act and the SEBI Listing Regulations. 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.

Key Managerial Personnel

As per the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 were as under:

1. Dr. Sushil Shah, Chairman & Executive Director

2. Ms. Ameera Shah, Managing Director

3. Mr. Surendran Chemmenkotil, Chief Executive Officer

4. Mr. Rakesh Kumar Agarwal, Chief Financial Officer

5. Mr. Kamlesh Kulkarni, Head - Legal & Secretarial

During the financial year under review, Ms. Neha Shah was appointed as Interim Company Secretary of the Company w.e.f. June 20, 2023 and stepped down from the said position w.e.f. February 03, 2024. Mr. Kamlesh Kulkarni was appointed as Company Secretary & Compliance Officer of the Company, designated as Head - Legal & Secretarial w.e.f. February 03, 2024.

C. AUDITORS AND REPORTS Statutory Auditors

M/s. BSR & Co. LLR Chartered Accountants (ICAI Firm No. 101248W/W-100022), were re-appointed as the Statutory Auditors of the Company in the 22^ndAGM held on August 17, 2022 to hold office till the conclusion of the 26^th AGM of the Company to be held in the financial year 2026-27. The Auditors Report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

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 Ghia & Associates, Practising Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company for the financial year ended March 31,2024. The Secretarial Audit Report in Form No. MR-3 is annexed as âAnnexure 3'' to this report.

There is no qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditors in their Report.

Cost Auditors

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. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

M/s. Joshi Apte & Associates (Registration No. 00240), were appointed as the Cost Auditor to conduct the audit of the Companyâs cost records for the financial year ended March 31, 2024. The Company maintains the cost records as per the provisions of Section 148(1) of the Act. There were no qualifications in the report submitted by Cost Auditors in the financial year 2023-24.

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 Auditor for financial year 2024-25 is required to be ratified by the members, the Board of Directors recommends the same for ratification at the ensuing AGM. The proposal forms a part of the notice of the AGM.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. Suresh Surana & Associates LLP was appointed by the Board of Directors to conduct internal audit reviews of the Company.

The audit is based on predefined plan as presented and approved by the Audit Committee. A summary of the audit observations, along with management actions, impact etc. is 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 Companyâs internal controls are commensurate with the size and operations of the business.

D. POLICIES AND OTHERS Risk Management

The Risk Management Policy is available on the website of the Company at https://www.metropolisindia. com/newdata/Investors/code-conduct/MHL Risk-Management-Policy.pdf

Cyber Security

Trusted to be a very strong pathology specialist in the Indian diagnostic space, the systems and services form part of a complex ecosystem that work cohesively to provide critical healthcare services. To deliver these services, your Company utilizes a mixture of Technology, Process and Personal controls. We have formulated and rolled out comprehensive Policies, Procedures, and IT controls to build a strong framework of Information Security Management

System across the organization. This framework governs all aspects of cyber security, viz., monitor, protect, respond, incident management, mitigation, and sustenance of your Company business operations covering all critical systems, information and services provided across the organization in compliance with all the applicable laws.

Related Party Transactions

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 transactions with the related parties 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 an armâs length and in ordinary course of business. Omnibus approval of Audit Committee is taken 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 in compliance with the SEBI Listing Regulations and the Act which is available at https://www.metropolisindia.com/newdata/ Investors/Disclosures%20under%20Regulation%20 46%20of%20LODR/MHL RPT%20Policv%20V2 final for%20uploading.pdf.

There were no materially significant Related Party Transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Further, since the transactions with the related parties were in the ordinary course of business and at armâs length pricing and not material in accordance with the Related Party Transactions Policy, the particulars of such transactions with the related parties are not required to be reported by the Company in Form AOC-2.

The shareholders may refer to note no. 40 to the financial statements, which set out Related Party Disclosures.

Nomination and Remuneration Policy

Your Company recognizes the importance of having a diverse board and senior management and key managerial personnel from different backgrounds, experience and expertise and the value they bring in for an organizational growth.

Therefore, the Board has formulated 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/ code-of-conduct/Nomination-and-Remuneration-Policy-24.pdf

Vigil Mechanism

Your 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 threatened breach with the Companyâs Code of Conduct without fear of being reprimanded. The brief on Policy is also provided in the Report on Corporate Governance, which forms part of this Annual Report. The Policy is available on the website of the Company at https:// www.metropolisindia.com/newdata/Investors/code-of-conduct/Whistle-Blower-Policy-24.pdf

During the year under review, the Company received a whistleblower complaint regarding accounting adjustments in the debtors'' accounts. This incident was a one off and a deviation from the standard accounting policies and internal processes defined by the Company. In response, a third-party audit was conducted and the findings were reported to the Audit Committee. Simultaneously, the statutory auditor, in accordance with Section 143(12), reported the details of this incident. The Company took immediate actions against the employee. While no misappropriation of funds occurred, the Company initiated several measures to safeguard the interest of the stakeholder. The necessary reporting was made to the Exchanges. The Audit Committee of the Company in its subsequent meetings took note of the update on such control mechanism by way of action taken report. The Company ensures strong vigil mechanism to follow the code of conduct of the Company.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Fair Disclosure of Unpublished Price Sensitive Information to regulate,

monitor and report trading by designated persons and their immediate relatives as per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companyâs shares and sharing Unpublished Price Sensitive Information ("UPSIâ). The Code covers Companyâs obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the website of the Company at https://www.metropolisindia.com/newdata/

Investors/code-of-conduct/MHL-Code-of-Conduct-for-PIT-13-09-2021.pdf

Corporate Social Responsibility (CSR)

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board has constituted a CSR Committee. The Board of Directors of the Company at their meeting held on February 02, 2024, approved the change of the Committeeâs terms of reference, roles responsibilities, and nomenclature from the ''Corporate Social Responsibility Committeeâ to the ''Corporate Social Responsibility and Environmental, Social & Governance Committeeâ ''Corporate Social Responsibility and Environmental, Social & Governance Committeeâ (CSR & ESG) to broaden the horizon of the Committee and to align it with the Environmental, Social & Governance (ESG) norms. By expanding the Committeeâs focus to include ESG, the Company aims to broaden the scope of the Companyâs initiatives to include not only social responsibility but also environmental sustainability and governance best practices, to align with stakeholder expectations and to further demonstrates the Companyâs 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 as approved by the Board, based on the recommendation of the CSR & ESG Committee is available on the website of the Company at https://www.metropolisindia.com/ newdata/Investors/CSR/MHL-Revised CSR policy wef May 27-2021.pdf

The complete details on the CSR activities in Annual Report on CSR are annexed as âAnnexure 4'' to the Boards'' Report.

Internal Financial Control and their Adequacy

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 Companyâs 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 communicates 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 by the Internal Audit Team. The Statutory and Internal auditors have confirmed that there was no internal control weakness during the financial year 2023-24.

Media rumours and Clarification

During the year under review, your Company observed media rumours regarding alleged fraud in ''the Aam Aadmi Mohalla Clinic Project'' indicating the use of diagnostic and pathology tests for ghost patients with non-existent or false mobile numbers.

On January 15, 2024, the Company clarified in a stock exchange intimation that its role was limited to testing samples and issuing reports, while patient interaction and sample collection were the responsibilities of the Mohalla clinic. The Company has conducted due diligence through a reputed third-party agency and the report found no merit in the matter.

Particulars of Employees

Business Responsibility and Sustainability Report

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 31,2024, is presented in a separate section and forms part of the Annual Report of the Company.

Management Discussion and Analysis Report

The MD & A Report provides a consolidated perspective of economic, social and environmental aspects material to your Companyâs 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.

Statutory Disclosures

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:

A. CONSERVATION OF ENERGY

i) Steps taken or impact on conservation of energy

Your Company accords highest priority to energy conservation and is committed to 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 minimum energy loss. The Company has taken all steps to conserve Energy in the work place by educating and training the employees to conserve energy.

Installed 5 star rated inverter based R32 refrigerant operated air conditioning systems across the large operations of the Company, which helps in conserving energy and Ozone layer Across the locations power factor upto 0.99 is maintained at all major

locations to achieve the efficiency of energy. As part of ECM measures, LED lights and energy saving devices are installed across Labs/ PSC locations. Thus supporting the Go-green environment and reducing the carbon footprints.

Automatic Main Failure panels for Diesel Generators are installed in all major Labs. Third party power purchase has been done from Renewable energy sources for major labs. Scheduling has been done for HVAC operations at Offices.

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

The Company, being in the service industry, does not have any power generation units and did not produce/generate any renewable or conventional power.

iii) Capital investment on energy conservation equipment

The Capital investment on energy conservation equipment is insignificant.

B. TECHNOLOGY ABSORPTION

i) Efforts made towards technology absorption

The Company has invested in technology in the financial year 2023-24 to create a secure, scalable, and robust tech stack.

During the year under review, the Company prioritized enhancing its technological stack for greater security, scalability, flexibility and robustness. Efforts included implementing tools for rapid application development, optimizing sales and customer engagement processes, integrating customer data for better insights, and improving data management and communication efficiency across various systems

Hereâs an overview:

â¢ Low-Code Platform to enable rapid development and deployment of custom applications, reducing time to market and allowing agile responses to business needs. It helped a lot to create scalable solutions without extensive coding.

â¢ Salesforce Clouds:

â¢ Improves sales processes with tools for lead management, opportunity tracking, and sales forecasting, enhancing productivity.

â¢ Provides personalized customer service, ensuring quick issue resolution.

â¢ Manages personalized marketing campaigns across various channels with advanced analytics and segmentation capabilities.

â¢ Enhances collaboration

among customers, partners, and employees, improving satisfaction with necessary tools and information with community cloud.

â¢ Customer Data Platform to Integrate data from multiple sources and create a comprehensive view of each customer, enabling personalized experiences and data-driven decisions.

â¢ Middleware Platforms:

â¢ MuleSoft: Ensures seamless data flow and operational efficiency by connecting systems and supporting rapid API development and deployment.

â¢ Roche Infinity: Manages

laboratory and diagnostic data, ensuring accurate collection,

processing, and reporting for precise diagnostic results.

ii) Benefits derived from technology absorption

Technology absorption has helped the Company to provide better and more accurate service to the Customers. The benefits including enhanced operational

efficiency, improved customer experiences, data-driven insights, scalability and flexibility, compliance and security, AI enablement, etc. driving growth and success in a dynamic market.

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

Year of Import : N.A.

Whether technology being fully absorbed : N.A. If not fully absorbed, areas where absorption has not taken place and reasons thereof : N.A.

iv) Expenditure incurred on Research and development : Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

i) Foreign Exchange inflow : INR 3,633.65 Lakhs

ii) Foreign Exchange outflow : INR 741.02 Lakhs

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. During the year under review, no complaint was received and one complaint of previous financial year was resolved by the Company.

Compliance with Secretarial Standards

Your Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. Further, during the year under review, the Company has complied with all the applicable provisions, laws and secretarial standards.

Annual Return

The Annual Return in Form MGT-7 as required under Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://www.metropolisindia.com/newdata/Investors/ Annual%20Reports/23-24/Form%20MGT-7.pdf.

Other Disclosures

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

Cautionary Statement

There were no proceedings, either filed by your Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31,2024.

No significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companyâs 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.

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 Companyâs objectives, projections, estimates, and expectations may constitute ''forwardlooking statementsâ 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

Your 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 Companyâs Stakeholders for their continued co-operation and support in the Companyâs growth and its operations.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF METROPOLIS HEALTHCARE LIMITED

Sd/-

Dr. Sushil Shah

Place: Mumbai Chairman & Executive Director

Date: May 21,2024 DIN: 00179918

Mar 31, 2023

Your Directors take pleasure in presenting the 23^rd Annual Report on the business and operations of the Company, along with the Audited Financial Statements for the financial year ended March 31,2023.

FINANCIAL RESULTS:

The key highlights of the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended March 31,2023 in comparison with the previous financial year ended March 31,2022 are summarized below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	For the year ended	For the year ended	For the year ended	For the year ended
	March 31, 2023	March 31, 2022*	March 31, 2023	March 31, 2022*
Revenue from Operations	106,604.07	115,701.27	114,821.02	122,833.60
Other income	2,128.26	1,614.72	1,522.46	1,762.30
Total Income	108,732.33	117,315.99	116,343.48	124,595.90
Less: Total expenses	90,837.81	91,751.49	97,593.14	96,850.94
Profit before exceptional items and tax	17,894.52	25,564.50	18,750.34	27,744.96
Exceptional items	-	(1,590.15)	-	(1,590.15)
Profit before share of profit for equity accounted investees and tax	17,894.52	27,154.65	18,750.34	29,335.11
Share of loss for equity accounted investees (net of tax)	-	-	-	-
Profit Before Tax	17,894.52	27,154.65	18,750.34	29,335.11
Less: Tax Expenses	3,999.79	7,201.24	4,410.94	7,866.50
Profit after Tax	13,894.73	19,953.41	14,339.40	21,468.61
Basic Earning per share of face value of Rs. 2/- each	27.14	39.00	27.91	41.87
Diluted Earning per share of face value of Rs. 2/- each	27.05	38.81	27.81	41.66
* Amount of previous year are restated after including Dr. Ganesan''s Hitech Diagnostic Centre Private Limited Amounts.

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK

During the year under review, the Standalone income of your Company decreased to Rs. 108,732.33 Lakhs compared to Rs. 117,315.99 Lakhs in the previous year, registering a decline of 7.32% decrease. The Standalone profit after tax for the year decreased to Rs. 13,894.73 Lakhs as compared to Rs. 19,953.41 Lakhs in the previous year, registering a decrease of 30.36%.

Further, the consolidated income of the Group decreased to Rs. 116,343.48 Lakhs compared to Rs. 124,595.90 Lakhs in the previous year, registering a decline of 6.62%. The consolidated profit after tax for the Group decreased to Rs. 14,339.40 Lakhs as compared to Rs. 21,468.61 Lakhs in the previous year, registering a decline of 33.21%.

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

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of your Company for the Financial Year 2022-23 are prepared in accordance with the provisions of the Companies Act, 2013 ("the Actâ) and Ind AS 110 - Consolidated Financial Statements read with IND AS 28 - Investment in Associates and IND AS 31 - Interests in Joint Ventures, and SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015. The Audited Consolidated Financial Statements form part of the Annual Report.

DIVIDEND

During the year under review, the Board of Directors at its meeting held on February 10, 2023 declared an interim dividend of Rs. 8 per equity share (face value of Rs. 2/- each) on 5,12,10,664 fully-paid up equity shares aggregating to total outflow of Rs. 40,96,85,312/-.

The Interim Dividend was paid to those shareholders whose names appeared in the Register of Members as on the record date, i.e., February 23, 2023.

In order to conserve the resources for business requirements, your Board of Directors do not recommend final dividend for the financial year 2022-23.

The Dividend Payout is in accordance with your Company''s Dividend Distribution Policy, which is available on the website of the Company which can be accessed through the following web link:

https://www.metropolisindia.com/newdata/Investors/code-

of-conduct/MHL-Dividend-Distribution-Policy.pdf

RESERVES

Your Directors do not propose to transfer any amount to General Reserves for the financial year 2022-23.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business or any activity of business of your Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

There have been no material changes affecting the financial position of your Company between the end of the financial year and date of this report.

However, during the year under review, following mentioned are the material changes that took place, affecting the financial position of your Company

â¢ The Members of Dr. Ganesan''s Hitech Diagnostic Centre Private Limited (''Hitech'') Subsidiary of the Company in their meeting held on April 01, 2022 accorded their approval for the Voluntary Liquidation of the Company and the consolidation of the business of Hitech through voluntary liquidation. Hitech has transferred its entire business undertaking to the Company on a going concern basis on and with effect from June 04, 2022. Hitech has filed petition with NCLT, Chennai for its voluntary liquidation.

â¢ The Business operations of Metropolis Healthcare Uganda Limited, wholly owned subsidiary of the Company have commenced with effect from August 24, 2022.

â¢ The Income Tax Department (''IT Department'') conducted a search/ inquiry under the powers conferred

to them by the Income Tax Act, 1961 at the premises of the Company. The proceedings had no impact on the operational performance of the Company.

SCHEME OF ARRANGEMENT AND AMALGAMATION

The National Company Law Tribunal, Mumbai Bench ("NCLTâ) on June 02, 2022 pronounced the order sanctioning the Scheme of Amalgamation and Arrangement of Merger by Absorption of M/s. Bokil Golwilkar Metropolis Healthcare Private Limited, M/s. Desai Metropolis Health Services Private Limited, M/s. Dr. Patel Metropolis Healthcare Private Limited, M/s. Lab One Metropolis Healthcare Services Private Limited, M/s. Micron Metropolis Healthcare Private Limited, M/s. R. V. Metropolis Diagnostic & Health Care Center Private Limited, M/s. RajMetropolis Healthcare Private Limited and M/s. Sudharma Metropolis Health Services Private Limited ("Subsidiary Companiesâ) with M/s. Metropolis Healthcare Limited ("Holding Companyâ) and their respective Shareholders which came into effect from July 11,2022.

CHANGES IN CAPITAL STRUCTURE

The paid-up equity share capital of the Company has increased from Rs. 10,23,44,238 (Rupees Ten Crores Twenty-Three Lakhs Forty-Four Thousand Two Hundred and Thirty-Eight Only) to Rs. 10,24,21,328/- (Rupees Ten Crores Twenty-Four Lakhs Twenty-One Thousand Three Hundred and Twenty-Eight Only). The face value of each share is Rs. 2 (Rupees Two Only).

The said increase in the paid-up equity share capital is pursuant to the allotment of equity shares under the Metropolis Employee Stock Options Scheme-2015 (MESOS 2015) and Metropolis Restrictive Stock Unit Plan, 2020 (MHL-RSU Plan, 2020) to the eligible employees of the Company / Subsidiaries.

The details of allotment made under MESOS 2015 and MHL-RSU Plan, 2020 during the year under review is as follows:

Date of Allotment	No. of Equity Shares allotted under MESOS 2015	No. of Equity Shares allotted under MHL - RSU Plan, 2020
April 14, 2022	-	128
May 02, 2022	2,500	-
July 14, 2022	-	25,502
October 13, 2022	-	6,043
January 07, 2023	-	4,372
TOTAL	2,500	36,045

During the year under review,

â¢ The Company did not issue any shares with differential voting rights

â¢ The Company did not buy back any shares,

â¢ The Company did not issue any sweat equity shares

â¢ The Company did not have any scheme to fund its employees to purchase the equity shares of your Company.

DEPOSITS

During the year under review, your Company has not accepted/ invited deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and has not taken any loan from the Promoter Directors.

MATERIAL SUBSIDIARY

Your Company has formulated a Policy for determining Material Subsidiaries. Further, as per the Policy, your Company does not have any Material Subsidiary as on March 31,2023.

The Policy is available on the website of your Company which can be accessed through the following weblink: https://www.metropolisindia.com/newdata/Investors/ Disclosures%20under%20Regulation%2046%20of%20 LODR/9 MHL Policy for determination of Material Subsidiarv. pdf

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Subsidiary Companies of your Company continued to perform in their respective areas as per the plan and thus contributed firmly to the revenue and profits of your Company. As on March 31, 2023, your Company has 4 domestic subsidiaries and 7 overseas subsidiaries (including five step-down overseas subsidiaries), 1 Foreign branch (which is considered as a foreign Company in the respective country) and 1 overseas Associate Company.

Pursuant to Section 129(3) of the Companies Act, 2013 a Statement containing the salient features of the Financial Statements of your Company''s Subsidiaries, Joint Ventures, Associate Companies in the specified format i.e. Form AOC -1 is annexed as "Annexure 1â to this report.

During the year under review, Bokil Golwilkar Metropolis Healthcare Private Limited, Desai Metropolis Health Services Private Limited, Dr. Patel Metropolis Healthcare Private Limited, Lab One Metropolis Healthcare Services Private Limited, Micron Metropolis Healthcare Private Limited, R. V. Metropolis Diagnostic & Health Care Center Private Limited, RajMetropolis Healthcare Private Limited and Sudharma Metropolis Health Services Private Limited ceased to be

subsidiaries on account of merger with Metropolis Healthcare Limited w.e.f. July 11, 2022.

BOARD OF DIRECTORS

As on March 31,2023, the Board of your Company consists of 7 (Seven) Directors, of which 5 (Five) are Non-Executive Directors & 2 (Two) are Executive Directors. The constitution of the Board of your Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

On the basis of the written representations received from the Directors, none of the above-mentioned directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office as a Director.

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31,2023 were as under:

1. Dr. Sushil Shah, Chairman & Whole-time Director;

2. Ms. Ameera Shah, Managing Director;

3. Mr. Surendran Chemmenkotil, Chief Executive Officer

4. Mr. Rakesh Kumar Agarwal, Chief Financial Officer; During the financial year under review,

â¢ Mr. Vijender Singh, Chief Executive Officer, resigned from the Company with effect from August 17, 2022

â¢ Mr. Surendran Chemmenkotil was appointed as Chief Executive Officer with effect from January 02, 2023.

â¢ Mrs. Simmi Singh Bisht, Company Secretary designated as Head - Legal and Secretarial has resigned from the Company with effect from January 07, 2023 and Ms. Neha Shah was appointed as an Interim Compliance Officer w.e.f. January 08, 2023.

RE-APPOINTMENT OF INDEPENDENT DIRECTOR

The first term of office of Mr. Vivek Gambhir and Mr. Sanjay Bhatnagar as Independent Directors will cease on September

06, 2023.

The Board on the recommendation of Nomination and Remuneration Committee has recommended their reappointment as Independent Director of the Company for a second term of 5 (five) consecutive years w.e.f. September

07, 2023. Appropriate resolutions for their re-appointment have being placed for the approval of the Members of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the 23^th AGM of the Company.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder, out of the total Directors, two-third of the Directors shall retire by rotation every year and if eligible, offer themselves for reappointment at the AGM.

Mr. Hemant Sachdev, a Non-Executive Non-Independent Director of the Company, is liable to retire by rotation and being eligible, he has offered himself for re-appointment. The Board of Directors recommended his re-appointment in their meeting held on May 16, 2023 and the same is being placed before the Members for their approval at the ensuing 23^rd Annual General Meeting of the Company. Pursuant to Regulation 36 of the SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015 read with Secretarial Standards - 2 on General Meetings, a brief profile of Mr. Hemant Sachdev is provided as an Annexure to the Notice of the 23^rd Annual General Meeting.

DECLARATION OF INDEPENDENCE

Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013, read with Schedule IV and other applicable provisions, if any, and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.

Further, the Company has received the declarations from the Independent Directors confirming that they meet with the criteria of Independence as prescribed under the provisions of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been taken on record by Company.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationships or transactions with the Company, other than receiving the sitting fees, Commission, if any, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Pursuant to the SEBI Regulations, the Company has worked out, a Familiarization Programme for 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 etc.

The Directors are also 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 with the Company are available on the website of the Company and can be accessed through the following weblink:

https://www.metropolisindia.com/newdata/Investors/

code-of-conduct/Summary%20of%20familiarization%20

piograms%20jmparted%20to%20JMependent%20Directois.

pdf

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Board of Directors of your Company have carried out Annual Performance evaluation of:

(i) Their own performance as a whole;

(ii) Individual Directors Performance; and

(iii) Performance of all Committees of the Board for the Financial Year 2022-23.

The performance of the Board as a Whole and of its Committees was evaluated by the Board through a structured questionnaire which covered various aspects such as the composition, quality and performance of the Board, meetings and procedures, contribution to Board processes, effectiveness of the functions allocated, relationship with Management, professional development, adequacy, appropriateness, and timeliness of information etc.

Taking into consideration the responses received from the Individual Directors the performance of the Board and its Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.

In terms of the requirements of Schedule IV of the Act, a separate meeting of Independent Directors of the Company was held on February 04, 2023 to review:

(a) The performance of Non-Independent Directors (including the Chairperson);

(b) The performance of the Board as a whole and its Committees thereof, taking into views of Executive and Non-Executive Directors; and

The performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

NOMINATION AND REMUNERATION POLICY

The brief on the policy of nomination and remuneration and other matters provided in Section 178(3) of the Act 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 and can be accessed through the following weblink:

https://www.metropolisindia.com/newdata/Investors/code-of-conduct/MHL Nomination-and-Remuneration-Policy.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

(d) the Management had prepared the Annual Accounts on a going concern basis; and

(e) the Management had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (For the purposes of this clause, the term "internal financial controlsâ means the policies and procedures adopted by the Company 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 information);

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report as per clause (f) of sub regulation (2) of Regulation 34 of SEBI (Listing Obligations Disclosures Requirements), Regulations, 2015 is applicable to the Company.

The Business Responsibility and Sustainability Report for the financial year ended March 31, 2023 is presented in a separate section and forms part of the Annual Report of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of good corporate governance practices. The terms of reference and the constitution of those Committees are in compliance with the applicable laws.

In order to ensure focused attention on business, better governance and accountability, the Board has constituted the following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee.

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

MEETINGS OF THE BOARD

During the year under review, the Board of Directors met 7 (Seven) times, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Dates of the Board Meeting are as follows

1. May 27, 2022

2. July 18, 2022

3. August 10, 2022

4. November 08, 2022

5. December 08, 2022

6. February 10, 2023

7. March 31,2023

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, 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.

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed through the following weblink: https://www.metropolisindia.com/investors

PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS

Details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder are given in the note no. 51 to the Financial Statements.

INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS:

During the year under review, the Auditors of the Company have not reported any fraud under Section 143 (12) of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Company has a Related Party Transaction Policy in place which is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The said Policy is available on the Company''s website which can be accessed through the following weblink:

https://www.metropolisindia.com/newdata/Investors/ Disclosures%20under%20Regulation%2046%20of%20L0DR/ MHL RPT%20Policy%20V2 final for%20uploading.pdf

All the Related Party Transactions entered into during the year under review, were entered in the Ordinary course of business and on an arm''s length basis. There were no materially significant Related Party Transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or

other designated persons which may have a potential conflict with the interest of the Company at large.

Further, since the transactions with the related parties were in the ordinary course of business and at arm''s length pricing, not material in nature and in accordance with the Related Party Transactions Policy, the particulars of such transactions with the related parties are not required to be reported by the Company in Form AOC-2.

All the Related Party Transactions are reviewed by the Audit Committee and the Board on a quarterly basis.

The members may refer to note no. 40 to the financial statements, which set out Related Party Disclosures.

AUDITORS AND REPORTS Statutory Auditors

M/s. BSR & Co. LLP Chartered Accountants (ICAI Firm No. 101248W/W-100022), were re-appointed as the Statutory Auditors of the Company in the 22^nd Annual General Meeting held on August 17, 2022 to hold office till the conclusion of the Annual General Meeting of the Company to be held in the Financial year 2026-27.

Secretarial Auditor

Pursuant to Section 204 read with Section 134(3) of the Companies Act, 2013 along with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Manish Ghia & Associates, Practising Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company for the Financial Year ended March 31,2023. The Secretarial Audit Report in the prescribed Form No. MR-3 is annexed as "Annexure 2" and forms a part of this report.

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors or Secretarial Auditors in their Report.

The Company has ensured that books of accounts and other relevant books & papers are always maintained in an electronic mode and accessible in India. However, the Company''s server of the ERP system is on the cloud which is located outside India and daily back-up was started effective March 29, 2023 instead of August 11,2022.

INTERNAL AUDITOR

The Company has a robust internal audit system for assessment of audit findings and its mitigation. The Internal Audit function covers all the labs, inventory audit, stock take, audit for project related accounts, corporate accounts etc. Pursuant to the provisions of Section 138 of the Companies Act, 2013 along with the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, M/s. Suresh Surana & Associates LLP, were appointed by the

Board of Directors to conduct internal audit reviews of the Company and they directly report to the Audit Committee for functional matters.

The Audit Committee in its quarterly meetings reviews the internal audit and internal control systems. The Company''s internal controls commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identification and redressal of issues.

RECONCILIATION OF SHARE CAPITAL

A qualified Practicing Company Secretary has carried out quarterly audits to reconcile the total admitted equity share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), along with the total issued and listed equity shares capital. These audits confirm that the total issued and paid-up equity share capital tallies with the total number of equity shares in physical form, plus the total number of dematerialized shares held by NSDL and CDSL.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Company has formed a Risk Management Committee which defines the risk management approach, does collective identification of risks which are impacting the Company''s business and documents, and ensures mitigation and optimization of such risks. The Risk Management Policy is available on the website of the Company and can be accessed through the following weblink:

https://www.metropolisindia.com/newdata/Investors/code-of-conduct/MHL Risk-Management-Policy.pdf

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

During the year under review, the Company had an effective and robust internal control system in place which included financial controls as well. The systems were assessed at regular intervals to identify any weakness and services of professional consultants were obtained to remove such weaknesses wherever required.

Further, the members of the Audit Committee on regular basis communicates with the Statutory Auditors, Internal Auditors and management to deal with the matters within their terms of reference.

The Company is complying with all the applicable Indian Accounting Standards (Ind AS). The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect the true and fair financial position of the Company.

The details of the internal financial control systems and their adequacy are included in a detailed manner in the Management Discussions and Analysis Report, which forms part of the Annual Report.

MAINTENANCE OF COST RECORDS

Provisions of maintenance of Cost records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013 are applicable to the Company. Accordingly, such Cost accounts are made and the Cost records are maintained by the Company in the prescribed format.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Company is required to conduct an audit of its Cost records. The aforementioned audit is required to be conducted by a Cost Accountant. Accordingly, the Board of Directors of the Company, based on the recommendation of the Audit Committee, have approved the appointment of M/s. Joshi Apte & Associates (Registration No. 00240) as the Cost Auditors of the Company to conduct Cost audit as prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the Financial Year 2023-24 at a remuneration of Rs. 1,50,000/- plus applicable GST and reimbursement for travelling and out-of-pocket expenses, subject to the ratification of their remuneration by the Members of the Company at the ensuing AGM.

As per Section 141 of the Act and the Rules framed thereunder, M/s. Joshi Apte & Associates have furnished a certificate confirming their eligibility and consent for appointment as Cost Auditors of the Company.

M/s. Joshi Apte & Associates, have vast experience in the field of Cost audit and have conducted the audit of the Cost records of the Company for the past several years.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY''S HOLDING OR SUBSIDIARY COMPANY

The Managing Director and Whole Time Director have not received any remuneration from the Subsidiary Companies.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The CSR Policy of the Company as approved by the Board, based on the recommendation of the CSR Committee are available on the website of the Company and can be accessed through the following web link:

https://www.metropolisindia.com/newdata/Investors/CSR/ MHL-Revised CSR policy wef May 27-2021.pdf The complete details on the CSR activities are annexed as âAnnexure 3" to the Board''s Report.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate by the Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in a separate section and forms part of the Annual Report of the Company.

CREDIT RATING

During the year under review, CRISIL, a Credit Rating agency has given a rating of ''CRISIL AA-/Positive'' on the NonConvertible Debentures and the long-term loan facility of the Company

Further, CRISIL has also reaffirmed its CRISIL A1 rating to the short term bank facility of the Company.

The Company has not issued any Non- convertible debentures and the Company has an outstanding bank loan of Rs. 7916.67 Lakhs for the financial year ended March 31,2023.

EMPLOYEE STOCK OPTIONS / RSU PLAN

The Nomination and Remuneration Committee of the Company, inter alia, administers and monitors the Employees'' Stock Option Plan as well as the Metropolis - Restrictive Stock Unit Plan, 2020, of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI Regulationsâ). During the year under review, there was an addition of 100,000 (One Lakh) RSU''s in the existing pool under the MHL-RSU Plan, 2020. The said addition increased the RSU pool from 2,70,000 (Two Lakhs Seventy Thousand) to 3,70,000 (Three Lakhs Seventy Thousand) RSU''s.

During the year under review, the following allotment of shares took place pursuant to MESOS 2015 and RSU Plan, 2020:

Date of Allotment	No. of Equity Shares allotted under MESOS 2015	No. of Equity Shares allotted under MHL - RSU Plan, 2020
April 14, 2022	-	128
May 02, 2022	2,500	-
July 14, 2022	-	25,502
October 13, 2022	-	6,043
January 07, 2023	-	4,372
TOTAL	2,500	36,045

The details of Employee Stock Options / Units pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and SEBI (Share Based Employee Benefits) Regulations, 2014 are annexed to this report as âAnnexure 4".

INDUSTRIAL RELATIONS

The Company''s relations with all its employees remained cordial and satisfactory during the year under review.

PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act,

2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as âAnnexure 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 Member interested in obtaining a copy of the same may write to the Company Secretary/ Compliance Officer of the Company.

DEMATERIALIZATION OF SHARES

All the Shares of your Company are in Dematerialization mode. The ISIN of the Equity Shares of your Company is INE112L01020.

STATUTORY DISCLOSURES

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of The Companies (Accounts) Rules,

2014 is as follows:

A	CONSERVATION OF ENERGY
i)	Steps taken or impact on conservation of energy	Your Company accords highest priority to energy conservation and is committed to 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 minimum energy loss. The Company has taken all steps to conserve Energy in the work place by educating and training the employees to conserve energy. The Company has installed invertor AC in areas which are operating at extended hours. Energy saving LED lights are installed at various laboratories and collection centres. Every year, an energy audit is conducted at the Central Laboratory of the Company, which is carried out by an Independent Professional Agency.
ii)	Steps taken by the Company for utilizing alternate	The Company, being in the service industry, does not have any power
	sources of energy	generation units and did not produce/generate any renewable or conventional power
iii)	Capital investment on energy conservation	The Capital investment on energy conservation equipment is
	equipment	insignificant.
B	TECHNOLOGY ABSORPTION
i)	Efforts made towards technology absorption	The Company being in the Service Sector has adopted all new technology in terms of new software and hardware and latest machinery with automated processes, available in the current Technoenvironment which commensurate to the size, scale, and complexity of its operations.
ii)	Benefits derived from technology absorption	Technology absorption has helped the Company to provide better and more accurate service to the Customers.
iii)	Details of Imported technology (last three years)	--
	- Details of technology imported	Nil
	- Year of Import	N.A.
	- Whether technology being fully absorbed	N.A.
	- If not fully absorbed, areas where absorption has not taken place and reasons thereof	N.A.
iv)	Expenditure incurred on Research and development	Nil
C	FOREIGN EXCHANGE EARNINGS AND OUTGO	(Rs. in Lakhs)
i)	Foreign Exchange inflow	1,822.50
ii)	Foreign Exchange outflow	502.76

VIGIL MECHANISM/ WHISTLEBLOWER

The Company has in place a vigil mechanism in place in accordance with Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, for Director and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud and violation of the Company''s code of conduct, the details of which are given in the Corporate Governance Report.

The Policy on Vigil Mechanism and Whistleblower is available on the website of the Company and can be accessed through the following weblink:

https://www.metropolisindia.com/newdata/Investors/code-of-conduct/Whistle Blower Policy.pdf

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. 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

During the year under review, 2 (two) complaints were received out of which 1 (one) was resolved during the year and 1(one) after the closure of the financial year. Both Complaints were

resolved in accordance with Company''s Policy on prevention of Sexual Harassment.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. Further, during the year under review, the Company has complied with all the applicable provisions, laws and secretarial standards.

CAUTIONARY STATEMENT

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.

APPRECIATIONS

Your 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 the Company''s Joint Venture Partners, Banks, and other Stakeholders for their continued co-operation and support in the Company''s growth and in its operations.

Mar 31, 2022

Your Directors take pleasure in presenting the 22^nd Annual Report on the business and Operations of the Company along with the Audited Financial Statements for the financial year ended 31 March 2022.

FINANCIAL RESULTS:

The key highlights of the Standalone and Consolidated Audited Financial Statements of your Company for the financial year ended 31 March 2022 in comparison with the previous financial year ended 31 March 2021 are summarized below:

('' in Lakhs)
Particulars	Standalone		Consolidated
	For the year ended 31 March 2022	For the year ended 31 March 2021	For the year ended 31 March 2022	For the year ended 31 March 2021
Revenue from Operations	1,11,713.06	96,138.61	1,22,833.60	99,798.70
Other income	1,600.18	1,230.83	1,762.30	1,204.52
Total Revenue	1,13,313.24	97,369.44	1,24,595.90	101,003.22
Less: Total expenses	88,725.43	73,156.61	96,850.94	76,570.92
Profit before exceptional items and tax	24,587.81	24,212.83	27,744.96	24,432.30
Exceptional items	(1,590.15)	-	(1,590.15)	-
Profit before share of profit for equity accounted investees and tax	26,177.96	24,212.83	29,335.1 1	24,432.30
Share of loss for equity accounted investees (net of tax)	-	-	-	-
Profit Before Tax	26,177.96	24,212.83	29,335.11	24,432.30
Less: Tax Expenses	6,953.82	5,947.55	7,866.50	6,097.43
Profit after Tax	19,224.14	18,265.28	21,468.61	18,334.87
Basic Earning per share of face value of ''2/-each	37.58	35.88	41.87	35.97
Diluted Earning per share of face value of ''2/- each	37.39	35.70	41.66	35.79

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:

During the year under review, the Standalone income of your Company increased to '' 1,13,313.24 Lakhs compared to '' 97,369.44 Lakhs in the previous year, registering growth of 16.37%. The Standalone profit after tax for the year increased to ''19,224.14 Lakhs as compared to '' 18,265.28 Lakhs in the previous year registering increase of 5.25%.

During the year under review, the Consolidated income of the Group increased to ''1,24,595.90 Lakhs compared to ''101,003.22 Lakhs in the previous year, registering growth of 23.36%. The Consolidated profit after tax for the Group increased to ''21,468.61 Lakhs as compared to ''18,334.87 Lakhs in the previous year registering growth of 17.09%.

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

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of your Company for the Financial Year 2021-22 are prepared in accordance with

the provisions of the Companies Act, 2013 ("the Act") and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investment in Associates and Ind AS 31 - Interests in Joint Ventures, and SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015. The Audited Consolidated Financial Statements form part of the Annual Report.

DIVIDEND:

During the year under review, the Board of Directors at its meeting held on 11 February 2022 declared an interim dividend of ''8 per equity share (face value of ''2/- each) on 5,11,72,119 fully-paid up equity shares aggregating to total outflow of '' 40,93,76,952/-.

The Interim Dividend was paid to those shareholders whose names appeared in the Register of Members as on the record date i.e., 22 February 2022.

In order to conserve the resources for business requirement, your Board of Directors do not recommend final dividend for 2021-22.

The Dividend Payout is in accordance with your Companyâs Dividend Distribution Policy.

The Dividend Distribution Policy of your Company is available on the website of the Company and can be accessed through the following web link:

https://www.metropolisindia.com/newdata/Investors/

code-of-conduct/MHL-Dividend-Distribution-Policy.pdf

RESERVES:

Your Directors do not propose to transfer any amount to General Reserves for the financial year 2021-22.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business or any activity of business of your Company.

MERGER & ACQUISITIONS

During the year under review, your Company had acquired balance stake of 35% of Metropolis Histoexpert Digital Services Private Limited (''Metropolis Histoxpertâ), Subsidiary of the Company from Koninklijke Philips N.V. Post the acquisition, Metropolis Histoxpert became the wholly-owned Subsidiary of the Company with effect from 26 November 2021.

Further, The Company had approved the Scheme of Merger on 06 August, 2021, by absorption of wholly-owned Subsidiaries of the Company viz. Bokil Golwilkar Metropolis Healthcare Private Limited, Desai Metropolis Health Services Private Limited, Dr. Patel Metropolis Healthcare Private Limited, Lab One Metropolis Healthcare Services Private Limited, Micron Metropolis Healthcare Private Limited, R.V.Metropolis Diagnostic & Health Care Center Private Limited, Raj Metropolis Healthcare Private Limited and Sudharma Metropolis Health Services Private Limited with Metropolis Healthcare Limited. The Company had duly filed the petition with the National Company Law Tribunal (''NCLTâ) on 27 December 2021.

Further, the Board of Directors of your Company at their meeting held on 15 October 2021 had approved the acquisition of 100% stake in Dr. Ganesanâs Hitech Diagnostics Centre Private Limited ("Hitech") along with its subsidiary Centralab Healthcare Services Private Limited ("Centralab") for a consideration of ''636 Crores (Rupees Six Hundred and Thirty Six Crores Only). The aforesaid acquisition was completed on 22 October 2021 and post completion, "Hitech" and "Centralab" has become wholly-owned subsidiary and step down wholly owned subsidiary respectively of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

The material changes affecting the financial position of your Company between the end of the financial year and date of this report which have been mentioned below.

The Members of Dr. Ganesanâs Hitech Diagnostic Centre Private Limited (''Hitechâ) Subsidiary of the Company in their Meeting held on 01 April, 2022 accorded their approval for the Voluntary Liquidation of the Company and the consolidation of the business of Hitech through voluntary liquidation. Subsequently, Hitech transferred its entire business undertaking to the Company on a going concern basis on and with effect from 4 June 2022.

Further, The Company had approved the Scheme of Merger on 6 August 2021, by absorption of wholly-owned Subsidiaries of the Company viz. Bokil Golwilkar Metropolis Healthcare Private Limited, Desai Metropolis Health Services Private Limited, Dr. Patel Metropolis Healthcare Private Limited, Lab One Metropolis Healthcare Services Private Limited, Micron Metropolis Healthcare Private Limited, R.V.Metropolis Diagnostic & Health Care Center Private Limited, Raj Metropolis Healthcare Private Limited and Sudharma Metropolis Health Services Private Limited with Metropolis Healthcare Limited. The Company had duly filed the petition with the National Company Law Tribunal (''NCLTâ) on 27 December 2021 and the same has been approved by NCLT in their order dated 02 June 2022.

CHANGES IN CAPITAL STRUCTURE

During the year under review, the Paid Up Equity Share Capital of the Company has increased to ''10,23,44,238/- (Rupees Ten Crores Twenty-Three Lakhs Forty-Four Thousand Two Hundred and Thirty-Eight Only) consisting of 5,11,72,119 equity shares of ''2 each (Rupees Two Only) as on 31 March 2022.

The said increase in the paid up equity share capital is pursuant to the allotment of equity shares under the Metropolis Employee Stock Options Scheme -2015 (MESOS 2015) and Metropolis Restrictive Stock Unit Plan, 2020 (MHL-RSU Plan, 2020) to the eligible employees of the Company / Subsidiaries.

The details of allotment made under MESOS 2015 and MHL-RSU Plan, 2020 during the year under review is as follows:

Date of Allotment	No. of Equity Shares allotted under MESOS 2015	No. of Equity Shares allotted under MHL - RSU Plan, 2020
27 May 2021	12,100	-
08 July 2021	-	25,416
06 August 2021	15800
11 October 2021	-	364
05 January 2022	-	1626
TOTAL	27,900	27,406

During the year under review,

â¢ The Company did not issue any shares with differential voting rights.

â¢ The Company did not buy- back any shares.

â¢ The Company did not issue any sweat equity shares.

â¢ The Company did not have any scheme to fund its employees to purchase the equity shares of your Company.

DEPOSITS

During the year under review, the Company has not accepted/ invited deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and has not taken any loan from the Promoter Directors.

MATERIAL SUBSIDIARY

Your Company has formulated a Policy for determining Material Subsidiaries and does not have any Material Subsidiary as per the parameters laid down under the Policy. The Policy is available on the website of the Company and can be accessed through the following weblink: https://www.metropolisindia.com/newdata/ Investors/code-of-conduct/9 MHL Policy for determination of Material Subsidiary.pdf

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Subsidiary Companies continued to perform in their respective areas as per the plans and thus contributed robustly to the overall growth of your Company in terms of revenue, profits and overall performance of the Group.

As on 31 March 2022, your Company had 5 domestic subsidiaries and 7 overseas subsidiaries (including five step-down overseas subsidiaries), 1 Foreign branch (which is considered as foreign Company in the respective country) and 1 overseas Associate Company.

Pursuant to Section 129(3) of the Companies Act, 2013 a Statement containing the salient features of the Financial Statements of your Companyâs Subsidiaries, Joint Ventures, Associate Companies in the specified format i.e. Form AOC - 1 is annexed as "Annexure 1" to this Report.

BOARD OF DIRECTORS

As on 31 March 2022, the Board of Directors comprises of 7 (Seven) Directors, of which 5 (Five) are Non-Executive Directors & 2 (Two) are Executive Directors. The constitution of the Board of your Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Board of Directors after taking in consideration, recommendation of Nomination and Remuneration Committee at their meeting held on May 27, 2021 approved the appointment of Mr. Hemant Sachdev (DIN:01635195) as an Additional Non-Executive NonIndependent Director of your Company, liable to retire by rotation.

The said appointment was later approved by the Shareholders at the Annual General Meeting held on 11 August 2021.

On the basis of the written representations received from the Directors, none of the above mentioned directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31 March 2022 were as under:

1. Ms. Ameera Sushil Shah, Managing Director;

2. Mr. Sushil Kanubhai Shah, Whole-time Director;

3. Mr. Rakesh Kumar Agarwal, Chief Financial Officer;

4. Mr. Vijender Singh, Chief Executive Officer; and

5. Ms. Simmi Singh Bisht, Head - Legal and Secretarial. During the year under review, Ms. Poonam Tanwani, Company Secretary and Compliance Officer resigned from the Company and Ms. Simmi Singh Bisht was appointed as a Company Secretary and Compliance Officer designated as Head - Legal and Secretarial with effect from 06 August 2021.

DIRECTORS RETIRING BY ROTATION

Ms. Ameera Shah, Managing Director is liable to retire by rotation and being eligible, has offered herself for reappointment at the ensuing Annual General Meeting. The Board of Directors recommend her re-appointment and the matter is being placed for seeking approval of Members at the ensuing Annual General Meeting of the Company. Pursuant to Regulation 36 of the SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015 read with Secretarial Standards - 2 on General Meetings, brief Profile of Ms. Ameera Shah is provided as an Annexure to the Notice convening the 22^nd Annual General Meeting.

DECLARATION OF INDEPENDENCE

Further, the Company has received the revised declarations from the Independent Directors confirming that they meet with the criteria of Independence as prescribed under the amended provisions of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 effective 1 January 2022 and the same has been taken on the records of the Company in the Board meeting held on 11 February 2022.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving the Sitting fees, Commission, if any, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Pursuant to the SEBI Regulations, the Company has worked out a Familiarization Programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates and its business model. Through the Familiarization Programme, the Company apprises the Independent Directors about the Companyâs business model, corporate strategy, business plans and operations. The Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances, Companyâs vision, core values, ethics and corporate governance practices.

Details of Familiarization Programme are available on the website and can be accessed through the following weblink: https://www.metropolisindia.com/newdata/Investors/code-of-conduct/Familiarization Programme.pdf

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Board of Directors have carried out Annual Performance evaluation of:

(i) Their own performance as a whole;

(ii) Individual Directors performance; and

(iii) Performance of all Committees of the Board for the Financial Year 2021-22.

The performance of the Board as a Whole and of its Committees was evaluated by the Board through structured questionnaire which covered various aspects such as the composition and quality, meetings and procedures, contribution to Board processes, effectiveness of the functions allocated, relationship with management, professional development, adequacy, appropriateness and timeliness of information etc. and after taking into consideration the responses received from the Individual director,performance of the Board and its Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.

In terms of requirements of Schedule IV of the Act, a separate meeting of Independent Directors of the Company was held on 17 March, 2022 to review:

(a) The performance of Non- Independent Directors (including the Chairperson);

(b) The performance of the Board as a whole and its Committees thereof, taking into views of Executive and Non-Executive Directors; and

The performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

NOMINATION AND REMUNERATION POLICY

The brief on the policy on remuneration and other matters provided in Section 178(3) of the Act has 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 and can be accessed through the following weblink: https://www.metropolisindia.com/newdata/Investors/code-of-conduct/MHL Nomination-and-Remuneration-Policy.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) In preparation of the Annual accounts for the year ended 31 March 2022; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) They have selected such accounting policies as mentioned in the notes to the Financial Statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to

give true and fair view of the Statement of Affairs of the Company as at 31 March 2022 and of the Profit of the Company for the year ended on that date

(c) They have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the Annual accounts on a going concern basis;

(e) They have laid down internal finance controls to be followed by the Company and such internal finance controls are adequate and operating effectively;

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as per clause (f) of sub regulation (2) of Regulation 34 of SEBI (Listing Obligations Disclosures Requirements), Regulations, 2015 is applicable to the Company.

Business Responsibility Report for the Financial year ended 2021-22 is presented in a separate section and forms part of the Annual Report of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the (Listing Obligations Disclosures Requirements), Regulations, 2015 is presented in a separate section and forms part of the Annual Report of the Company.

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee.

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

MEETINGS OF THE BOARD

During the year under review, the Board of Directors met 5 (Five) times, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

National Company Law Tribunal in its order dated 2 June 2022 has approved the Scheme of Merger, filed on 6 August 2021, by absorption of wholly-owned Subsidiaries viz. Bokil Golwilkar Metropolis Healthcare Private Limited, Desai Metropolis Health Services Private Limited, Dr. Patel Metropolis Healthcare Private Limited, Lab One Metropolis Healthcare Services Private Limited, Micron Metropolis Healthcare Private Limited, R.V.Metropolis Diagnostic & Health Care Center Private Limited, Raj Metropolis Healthcare Private Limited and Sudharma Metropolis Health Services Private Limited with the Company.

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed through with the following web link: https://https:// www.metropolisindia.com/newdata/Investors/Annual%20 Reports/21-22/MGT-7.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder are given in the note no. 50 to the Financial Statements.

INSTANCES OF FRAUD, IF ANY, REPORTED BY THE STATUTORY AUDITORS:

During the year under review, the Statutory Auditors have not reported any fraud under Section 143 (12) of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Board of Directors in their meeting held on 11 February 2022 approved revised Policy on Related Party Transactions ("RPT Policy") taking into consideration the amendments in SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 effective from April 01,2022. The said amended RPT Policy as approved is available on the website and can be accessed through the following link: https://www.metropolisindia.com/newdata/Investors/ code-of-conduct/MHL RPT%20Policy%20V2 final for%20 uploading.pdf

During the Year under review, all the Related Party Transactions were done in the ordinary Course of Business and at arms Length. There are no materially significant Related Party Transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other Designated persons which may have a potential conflict with the interest of the Company at large.

All the Related Party Transactions are placed before the Audit Committee and the Board on a quarterly basis.

The members may refer to note no.41 to the financial statements which set out Related Party Disclosures.

AUDITORS AND REPORTS Statutory Auditors

B S R & Co. LLP Chartered Accountants (ICAI Firm No. 101248W/W-100022), the Statutory Auditors of the Company will be re-appointed by the Company in the ensuing Annual General Meeting (AGM) to be held for the Financial Year 2021-22 for a period of 4 years, as per the provisions of the Companies Act,2013, subject to the approval of the Members in the ensuing Annual General Meeting. They have indicated their willingness to continue as the Statutory Auditors of the Company for the next term, and hence their appointment is being recommended to the Members of the Company, for a further period of 4 years, from the conclusion of 22^nd Annual General Meeting until the conclusion of Annual General Meeting of the Company to be held in the Financial year 2026-27 on such remuneration as may be agreed by the Board, in addition to the reimbursement of service tax and actual out of pocket expenses incurred in relation with the audit of accounts of the Company.

The Auditors Report for the Financial Year ended 31 March 2022, does not contain any qualification, reservation or

adverse remark. Further, the Auditors have expressed an Unmodified Opinion on the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31 March 2022.

Pursuant to provisions of the Section 143 (12) of the Companies Act, 2013 neither the Statutory Auditors nor the Secretarial Auditor have reported any incident of fraud to the Audit or the Risk Committee during the year under review. Secretarial Auditor and Secretarial Audit Report Pursuant to Section 204 read with Section 134(3) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company for the Financial Year ended 31 March 2022. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as "Annexure 2 " and forms a part of this Report.

The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

Internal Auditor

The Company has robust internal audit system for assessment of audit findings and its mitigation. The Internal Audit function covers all the labs, inventory audit, stock takes, audit for project related accounts, corporate accounts etc. Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, and on the recommendation of the Audit Committee, Suresh Surana & Associates LLP were appointed by the Board of Directors in their meeting held on May 27, 2021 to conduct internal audit reviews of the Company for the Financial Year 2021-22 and the Internal Auditor directly reports to the Audit Committee for functional matters.

The Audit Committee in its quarterly meetings reviews the internal audit and controls reports. The Companyâs internal controls are commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identification and redressal of issues.

RECONCILIATION OF SHARE CAPITAL

A qualified Practicing Company Secretary carried out quarterly audits to reconcile the total admitted equity share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), along with the total issued and listed equity shares capital. These audits confirm that the total issued and paid-up equity share capital tallies with the total number of equity shares in physical form, plus the total number of dematerialized shares held by NSDL and CDSL.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Company has formed a Risk Management Committee which defines the risk management approach of the Company and includes collective identification of risks impacting the Companyâs business and documents their process of identification, mitigation and optimization of such risks. The Risk Management Policy is available on the website of the Company and can be accessed through the following weblink:

https://www.metropolisindia.com/newdata/Investors/code-of-conduct/MHL Risk-Management-Policy.pdf

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an internal control system. All these controls were operating effectively during the year. The Company has adequate internal financial controls. Further, the members of the Audit Committee interact with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. During the year, such controls were assessed to find out any weaknesses in them. Services of professional consultants were obtained to remove such weaknesses wherever required and ensuring that the internal financial controls are robust and are operating effectively. The Company is complying with all the applicable Indian Accounting Standards (Ind AS). The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company.

The details of the internal financial control systems and their adequacy are included in a detailed manner in Management Discussions and Analysis Report, which forms part of the Annual Report.

MAINTENANCE OF COST RECORDS

Provisions of maintenance of Cost records as specified by the Central Government under Section 148 (!) of Companies Act, 2013 are applicable to the Company. Accordingly, such Cost accounts are made and the Cost records are maintained by the Company in the prescribed format.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 the Company is required to conduct audit of its Cost records by a Cost Accountant. The Board of Directors of the Company had on the recommendation of the Audit Committee, approved the appointment of M/s. Joshi Apte & Associates (Registration No. 00240) as the Cost Auditors of the Company to conduct Cost audit as prescribed under

the Companies (Cost Records and Audit) Rules, 2014 for the Financial Year 2022-23. The Board of Directors on recommendation of the Audit Committee have approved a remuneration of '' 1,50,000 plus applicable GST and reimbursement of travelling and out of pocket expenses, subject to the ratification of their remuneration by the Members of the Company at the ensuing AGM.

M/s. Joshi Apte & Associates have, under Section 141 of the Act and the Rules framed thereunder, furnished a certificate confirming their eligibility and consent for appointment as Cost Auditors of the Company.

M/s. Joshi Apte & Associates, have vast experience in the field of Cost audit and have conducted the audit of the Cost records of the Company for the past several years.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR FROM THE COMPANY''S HOLDING OR SUBSIDIARY COMPANY

The Managing Director and Whole Time Director have not received any remuneration from the Companyâs Subsidiary Companies.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details such as Constitution, Terms of reference, etc. of the Committee and the meetings held during the year are detailed in the Corporate Governance Report, which forms a part of the Annual Report of the Company. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee are available on the website of the Company and can be accessed through the following web link:

https://www.metropolisindia.com/newdata/Investors/CSR/ MHI-Revised CSR policv wef May 77-7071.pdf

The complete details on the CSR activities is enclosed as "Annexure 3"

CORPORATE GOVERNANCE

CREDIT RATING

During the year under review, CRISIL, a Credit Rating agency has revised its Rating from ''CRISIL AA-/Stableâ to ''CRISIL AA-/ Positiveâ on the Non-Convertible Debentures and the longterm loan facility of the Company

Further, CRISIL has also reaffirmed its CRISIL A1 rating to the short term bank facility of the Company.

The Company has not issued any NCD or availed any bank loan (short-term / long-term) for the year ended on 31 March 2022.

EMPLOYEE STOCK OPTIONS / RSU PLAN

The Nomination and Remuneration Committee of the Company, inter alia, administers and monitors the Employeesâ Stock Option Plan as well as the Metropolis - Restrictive Stock Unit Plan, 2020, of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI Regulations"). During the year under review, there was no change in the ESOP scheme of the Company.

During the year under review, the following allotment of shares took place pursuant to MESOS 2015 and RSU Plan, 2020

Date of Allotment	No. of Equity Shares allotted under MESOS 2015	No. of Equity Shares allotted under MHL -RSU Plan, 2020
27 May 2021	12,100	-
08. July 2021	-	25,416
06 August 2021	15800
11 October 2021	-	364
05 January 2022	-	1626
TOTAL	27,900	27,406

INDUSTRIAL RELATIONS

During the Year under review, the Company has maintained cordial and satisfactory relations with all its employees.

PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act,

2013 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 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 Member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer of the Company.

DEMATERIALIZATION OF SHARES

All the Shares of your Company are in dematerialization mode except 2 Equity shares held in physical mode. The ISIN of the Equity Shares of your Company is INE112L01020.

STATUTORY DISCLOSURES

2014 is as follows:

CONSERVATION OF ENERGY

Steps taken or impact on conservation of energy

Your Company accords highest priority to energy conservation and is committed for energy conservation measures including regular review of energy consumption and effective control on utilization of energy. The Company has designed its facilities keeping in view the objective of minimum energy loss. The Company has taken all steps to conserve Energy in the work places by educating and training the employees to conserve energy.

The Company has installed invertor AC in areas which are operating extended hours. Energy saving LED lights are installed at various laboratories and collection centres.

Every year, energy audit is conducted at Central Laboratory of the Company which is carried out by Independent Professional Agency.

ii)	Steps taken by the Company for utilizing alternate sources of energy	The Company being in the service industry does not have any power generation units and did not produce/generate any renewable or conventional power
iii)	Capital investment on energy conservation equipment	The Capital investment on energy conservation equipment is insignificant.
B	TECHNOLOGY ABSORPTION
i)	Efforts made towards technology absorption	The Company being in Service Sector has adopted all new technology in terms of new software and hardware and latest machinery with automated processes available in the current Techno-environment and commensurate to the size, scale and complexity of its operations.
ii)	Benefits derived from technology absorption	Technology absorption has helped the Company to provide better and more accurate service to the Customers.
iii)	Details of Imported technology (last three years)
	- Details of technology imported	Nil
	- Year of Import	N.A.
	- Whether technology being fully absorbed	N.A.
	- If not fully absorbed, areas where absorption has not taken place and reasons thereof	N.A.
iv)	Expenditure incurred on Research and development	Nil
C	FOREIGN EXCHANGE EARNINGS AND OUTGO ('' in Lakhs)
i)	Foreign Exchange inflow
ii)	Foreign Exchange outflow

VIGIL MECHANISM/ WHISTLEBLOWER

The Company has a vigil mechanism in place as required under Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, for Director and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Companyâs code of conduct, the details of which are given in the Corporate Governance Report.

The Policy on Vigil Mechanism and Whistleblower is available on the website of the Company and can be accessed through the following weblink:

https://www.metropolisindia.com/newdata/Investors/code-of-conduct/Whistle Blower Policy.pdf

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. The Company has an Internal Complaints Committee for 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. During the year under review, no cases have been received.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

CAUTIONARY STATEMENT

of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

APPRECIATIONS

Your 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 the Companyâs Joint Venture Partners, Banks and other Stakeholders for their continued co-operation and support in the Companyâs growth and in its operations.

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