Notes to Accounts of Metropolis Healthcare Ltd.

Mar 31, 2025

Goodwill Impairment

Carrying amount of goodwill which is allocated to the pathology division as at March 31, 2025 is '' 41,542.55 lakhs (March 31, 2024 is '' 41,542.55 lakhs). This goodwill is on account of business acquisition and merger of subsidiaries.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the cash generating units (CGU), which benefit from the synergies of the acquisition.

The recoverable amount of a CGU is determined using income approach under the fair value less cost of disposal method. The value in use is estimated using discounted cash flows over a period of 5 years. We believe 5 years to be most appropriate time scale over which to review and consider annual performance before applying a fix terminal value multiple to year end cash flow.

Operating margins and growth rates for the five year cash flow projections have been estimated based on past experience and after considering the financial budgets/ forecasts approved by management. Other key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key assumptions represent management''s assessment of future trends in the relevant industries and have been based on historical data from both external and internal sources.

These assumptions are reviewed annually as part of management''s budgeting and strategic planning cycles. These estimates may differ from actual results. The values assigned to each of the key assumptions reflect the Management''s past experience as their assessment of future trends, and are consistent with external / internal sources of information.

As at March 31, 2025 and as at March 31, 2024 the estimated recoverable amount of the CGU is exceeded their carrying amount and accordingly, no impairment was recognized.

The Company has also performed sensitivity analysis calculations on the projections used and discount rate applied. Given the headroom that exists, and the results of the sensitivity analysis performed, it is concluded that there is no significant risk that reasonable changes in any key assumptions would cause the carrying value of goodwill to exceed its value in use.

(e) Terms/rights attached to equity shares

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(f) During the year, the Company has issued 5,18,920 equity shares for consideration other than cash towards partial discharge of consideration payable for purchase of equity shares of Core Diagnostic Private Limited (Refer note 5).

(g) The Company has neither issued any bonus shares nor bought back any shares during the period of five years immediately proceeding the reporting date.

Nature and purpose of Reserves Securities Premium

The amount received in excess of face value of the equity shares is recognised in Securities Premium. It can be used to issue bonus shares, to purchase of its own shares, to provide for premium on redemption of shares or debentures, write-off equity related expenses like underwriting costs, etc.

Capital redemption reserve

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is to be utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

General Reserve

General Reserve is free reserve which is created by transferring funds from retained earnings to meet future obligations or purposes.

Share application money pending allotment

Share Application Money Pending Allotment represents application money received on account of Employees Stock Option Scheme.

Employee stock options reserve

The Company has established equity settled share based payment plan for certain categories of employees. (Refer Note 43(c) )

Retained Earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained Earnings is a free reserve available to the Company.

Re-measurement gain/ (loss) on defined benefit plans (net of taxes)

The Company has elected to recognise changes in the value of certain liabilities toward employee compensation in Other Comprehensive Income. These changes are accumulated within re-measurement gain/ (loss) on defined benefit plan reserve within equity.

The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income and the period over which deferred income tax assets will be recovered. Any changes in future taxable income would impact the recoverability of deferred tax assets.

34 Earnings per share (EPS)

Basic EPS calculated by dividing the net profit for the year attributable to equity holders by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders (after adjusting profit impact of dilutive potential equity shares, if any) by the aggregate of weighted average number of Equity shares outstanding during the year and the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

The Fair value of cash and cash equivalents, other bank balances, trade receivables, trade payables approximated their carrying value largely due to short term maturities of these instruments.

Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual creditworthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

B. Fair value hierarchy

Ind AS 107, ''Financial Instrument - Disclosure'' requires classification of the valuation method of financial instruments measured at fair value in the Balance Sheet, using a three level fair-value-hierarchy (which reflects the significance of inputs used in the measurements). The hierarchy gives the highest priority to un-adjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to un-observable inputs (Level 3 measurements). The three levels of the fair-value-hierarchy under Ind AS 107 are described below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

The Company'' Board of Directors has overall responsibility for the establishment and oversight of the Company'' risk management framework.

The Company has exposure to the following risks arising from financial instruments

- Credit risk

- Liquidity risk

- Market risk

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s trade and other receivables and cash and cash equivalents. The maximum exposure to credit risk in case of all the financial instruments covered below is restricted to their respective carrying amount.

a. Trade receivables and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

The Company does not have any significant concentration of credit risk. Further, company has no customer (March 31, 2024- NIL) which accounts for 10% or more of the total trade receivables at each reporting date.

Trade receivables are generally on terms of 30 to 90 days.

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix.

b. Cash and cash equivalents and Other bank balances

The Company held cash and cash equivalents and other bank deposits as at March 31, 2025''2,586.40 lakhs (March 31, 2024''3,046.25 lakhs). The cash and cash equivalents and other bank balances are held with banks with good credit ratings.

c. Investments

The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counter-parties, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.

d. Loans and advances

Loans and advances mainly consist security deposit and advances to related parties.

The security deposit pertains to rent deposit given to lessors. The Company does not expect any losses from non-performance by these counter-parties.

The loans and advances given majorly pertains to subsidiaries. The parties have been generally regular in making payments and hence the Company does not expect significant impairment losses on its current profile of outstanding advances. The advances which have defaulted in the past is mainly on account of uncontrollable adverse local market conditions which has diluted parties'' credit worthiness.

Liquidity risk:

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions.

Maturities of financial liabilities

The table below analyses the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities:

The outflows disclosed in the above table represent the total contractual undiscounted cash flows and total interest payable on borrowings, if any.

Market risk:

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company''s income or the value of its holdings of financial instruments. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk. The objective of market risk management is to avoid excessive exposure in foreign currency revenues and costs.

a. Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has foreign currency trade payables and receivables and is therefore exposed to foreign exchange risk.

Exposure to currency risk (Exposure in different currencies converted to functional currency i.e. INR)

b. Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Interest rate sensitivity - variable rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased / decreased equity and profit or loss by amounts shown below. This analyses assumes that all other variables, in particular, foreign currency exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The year end balances are not necessarily representative of the debt outstanding during the year.

(D) Capital management

The objective of the Company''s capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios to support its business and maximize shareholder value.

The Company has equity capital and other reserves attributable to the equity shareholders, as the only source of capital and the company has insignificant interest bearing borrowings/ debts as on the reporting date. Hence, the Company is not subject to any externally imposed capital requirements.

The Company''s capital management is driven by Company''s policy to maintain a sound capital base to support the continued development of its business. The Board of Directors seeks to maintain a prudent balance between different components of the Company''s capital. The Management monitors the capital structure and the net financial debt at individual currency level. Net financial debt is defined as current and non-current financial liabilities less cash and cash equivalents and short-term investments.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''adjusted equity''. For this purpose, adjusted net debt is defined as interest-bearing borrowings, less cash and cash equivalents. Adjusted equity comprises all components of equity.

37 Commitments		('' in Lakhs)
Capital commitments:	March 31, 2025	March 31, 2024
Estimated amount of contracts remaining to be executed on capital account not provided for	886.68	542.02

Other commitments:

The Company has entered into reagent agreement for a period ranging from 3 to 6 years with some of its major raw material suppliers to purchase agreed value of raw materials.

The value of purchase commitments for the remaining number of years are '' 20,068.20 Lakhs (March 31, 2024 '' 26,295.23 Lakhs) of which annual commitment for next year is '' 4,761.88 Lakhs (March 31, 2024''6,871.92 Lakhs) as per the terms of these arrangements.

The company has provided support to meet the payment of financial liabilities of its wholly owned subsidiary i.e DAPIC Metropolis Healthcare Private Limited (Formerly known as Metropolis Histoxpert Digital Services Private Limited) and Core Diagnostics Private Limited.

Scientific Metropolis Pathology Private Limited (Formerly known as Metropolis Clinical Pathology Private Limited) ("Metropolis Clinical Pathology"), a wholly owned subsidiary of Metropolis Healthcare Limited ("the Company"), has entered into Business Transfer Agreement ("BTA") on 3^rd March 2025, with Dr. Ashok Kumar Sharma, sole proprietor of "Dr. Ashok Kumar Sharma''s Scientific Pathology" for acquisition of business consisting of its laboratories and collection centers in Agra and neighbouring towns on slump sale basis.

As a part of deal structure, Metropolis Clinical Pathology on 03 March 2025, also entered into a Securities Subscription Cum Shareholders Agreement ("SHA") with the Company, and Dr. Ashok Kumar Sharma. The Company will fund Metropolis Clinical Pathology for the business acquisition by subscribing to the securities of Metropolis Clinical Pathology. Additionally, Dr. Ashok Sharma will subscribe to the securities of Metropolis Clinical Pathology to the extent that his holdings will represent up to 10% of Metropolis Clinical Pathology, on a fully diluted basis. However the said acquisition is not get completed and hence there is no impact to the financial statements for the year ended March 31, 2025.

38 Contingent liabilities not provided for		('' in Lakhs)
Particulars	March 31, 2025	March 31, 2024
Claims against the Company not acknowledged as debt
- Claims by suppliers/contractors /others	43.83	11.94
- Claims pending in Consumer Dispute Redressal Forum	510.13	387.80
Total	553.96	399.74

On November 16, 2022, the Income tax department conducted searches at premises of the Company and issued assessment orders under Section 143(3) / 147 of the Income-Tax Act, 1961, ("Act") ("Order") for 10 years from AY 201415 to AY 2023-24 wherein they raised a demand of '' 7,306.46 lakhs. The Company filed rectification application against the Orders for all 10 years out of which rectification orders for 7 AYs are received - the said rectifications are in line with the requests filed by the Company and the demand stands reduced to '' 3,880 Lakhs . Additionally, the Company carries a a provision of '' 1,964.04 lakhs in its accounts against this probable liability. The Company had separately filed appeals before the Commissioner of Income Tax (Appeals) (CIT(A)) for all the above Assessment Years Thereafter, the Company received appellate orders u/s 250 for the Income Tax Act for all the assessment years, wherein the CIT(A) has allowed and accepted major grounds of appeal in favor of the Company. Pending the receipt of the order giving effect, the Company continues to carry the above provision of '' 1,964.04 lakhs. The Company has also received Income Tax Refund of '' 998.03 lakhs (net) in FY 2024-25 inrespect of the above assessment years.

40 Disclosure under Ind-As 116 LeasesThe following is the summary of practical expedients elected on application:

1 i Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date

ii Applied the exemption not to recognize right-of-use assets and liabilities for leases :

a. with less than 12 months of lease term on the date of initial application

b. Outflow of less than '' 5 Lakhs in entire tenure of arrangement

iii Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.

iv Applied the practical expedient to grandfather the assessment of which transactions are leases on date of transition. Accordingly, Ind AS 116 is applied only to contracts that were previously identified as leases under Ind AS 17.

1 The effect of amortisation and interest related to Right Of Use Asset and Lease Liability are reflected in the Statement of Profit and Loss under the heading "Depreciation and Amortisation Expense" and "Finance costs" respectively under Notes 31 and 30

2 The incremental borrowing rate applied to lease liabilities for FY 24-25 is 9.2% -10.10% based on tenure of arrangement

8 The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

9 Rental expense recorded for short-term leases / Variable rent was '' 12,138.19 Lakhs (March 31, 2024''9,619.90 Lakhs) for the year ended March 31, 2025.

10 The total cash outflow for leases for year ended March 31, 2025 is '' 8,450.97 Lakhs (March 31, 2024''7,626.78 Lakhs)

43 Employee benefits (a) Defined benefits plan

The Company has gratuity as defined benefit retirement plan for its employees. Funded plan includes gratuity benefit to every employee who has completed service of five years or more, at 15 days salary for each completed year of service (on last drawn basic salary) in accordance with Payment of Gratuity Act, 1972. The scheme is funded with insurance company in the form of qualifying insurance policies:

These plans typically expose the company to actuarial risk such as: Investment risk, interest rate risk, longevity risk and salary risk.

Investment Risk The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Interest Risk A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Longevity Risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary Risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.

(b) Defined contribution plan

The Company contributes towards statutory provident fund as per the Employees Provident Funds and Miscellaneous Provisions Act, 1952 and towards employee state insurance as per the Employees'' State Insurance Act, 1948. The amount of contribution to provident fund and Employee State Insurance Scheme recognised as expenses during the year is '' 1,521.41 lakhs (March 31, 2024''1,484.99 lakhs).

Description of share-based payment arrangements:

As at March 31, 2025 and March 31, 2024 Company had following share-based payment arrangements:

RSU 2020 -

This plan may be called the Metropolis-Restrictive Stock Unit Plan, 2020 (MHL-RSU Plan, 2020) as approved by the Board of Directors of the Company at its meeting held on February 6, 2020 as per the recommendation of Nomination and Remuneration Committee and approved by members of the Company through postal ballot process on April 06, 2020.

This plan shall be deemed to have come into force on April 06, 2020 (being the date of passing of special resolutions for approving the MHL-RSU Plan 2020 by the Shareholders of the Company through postal ballot process) or on such date as may be decided by the Nomination and Remuneration Committee ("Committee") of the Company.

MESOS 2015 -

The Company has instituted "Metropolis Employee Stock Option Plan 2015 "(MESOP 2015) for eligible employees. In terms of the said plan, options to the employees shall vest at the rate of 30% of Grant on 36 months from Grant Date, 35% of Grant on 48 months from Grant Date and 35% of Grant on 60 months from Grant Date. The vested options can be exercised on earlier of Listing of Company Shares on an Indian Stock Exchange or 60 month from the date of the grant. Further, option can only be exercised during the exercise window specified by the Company. Each Option carries with it the right to purchase one equity share of the Company at the exercise price determined by Nomination and Remuneration Committee.

On September 19, 2017, consent was given by the Nomination and Remuneration Committee, wherein vesting schedule was modified to grant options under Metropolis Employee Stock Options Scheme, 2015 (MESOS 2015). As per modified terms, option to

- Existing employees (person who is in continuous employment with the Company since January 1, 2016 or prior thereto) shall vest at the rate of 50% of Grant on January 1, 2018, 25% of Grant on January 1, 2019 and 25% of Grant on January 1, 2020.

- New employees (person who is in continuous employment with the Company after January 1, 2016.) shall vest at the rate of 50% of Grant on completion of 2 years from date of joining, 25% of Grant on completion of 3 years from date of joining and 25% of Grant on completion of 4 years from date of joining.

- No additional options to be granted under MESOS 2015 as per the resolution dated September 24, 2018, passed by the Nomination & Remuneration Committee

(d) Compensatory absences:

The Company follows period of January to December for accrual of leaves. As per policy, accumulation of privileged and casual leave is not allowed. Privileged leaves are encashed at the end of December. However, casual leaves get lapsed at the end of December.

44 Segment Reporting

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assess performance. The Company''s chief operating decision maker is the CEO of the Company.

Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment. Inter segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors. Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on a reasonable basis have been included under "unallocated revenue / expenses / assets / liabilities".

Based on the nature of the business and line of products/ services, there is only one reportable segment - Pathology service. Therefore there is no other reportable segment for the Company, in accordance with the requirements of Indian Accounting Standard 108- ''Operating Segments'', notified under the Companies (Indian Accounting Standard) Rules, 2015.

(b) Deferred payment consideration

In case of investment in Core Diagnostic Private Limited during the year ended March 31, 2025, out of total cash consideration of '' 13,576.08 Lakhs, an amount of '' 500 Lakhs is to be paid by the Company in June 2025. (Refer note 5)

During the earlier years, the Company has entered into a business purchase agreement to acquire Sanjeevani Pathology Laboratory located at Rajkot for an initial purchase consideration of '' 4,104.00 lakhs, an amount of '' 2,300.00 lakhs is to be paid by the Company to Dr. Kiritkumar Patel, owner of Sanjeevani Pathology Laboratory in 7 tranches starting from February 2017 to March 2021. During the year ended March 31, 2025, the consideration amount payable of '' 100 Lakhs has been written back to the statement of profit and loss account.

In case of investment in Dr. Patel Metropolis Healthcare Private Limited during year ended March 31, 2019, out of total consideration of '' 868.92 Lakhs, an amount of '' 100 Lakhs is to be paid by Company in 2 tranches ('' 80 Lakhs to be paid on September 14, 2021 and remaining '' 20 Lakhs to be paid on September 14, 2023).

The deferred consideration of '' 100 Lakhs has been measured at fair value ('' 80.40 Lakhs) on initial recognition and the difference of '' 19.60 Lakhs will be recognised as finance cost on EIR basis over the payment tenure; During year ended March 31, 2025 '' Nil (March 31, 2024''0.33 lakhs) charged to statement of profit and loss (refer note 30).

During the FY 19-20, Desai Metropolis health Services Private Limited a subsidiary of the Company has entered into a business purchase agreement to acquire Four Laboratories (Yash Lab, Nagar lab, Doctor Lab and Iyyer Lab) located at Surat for an initial purchase consideration of '' 1,800.00 lakhs. The amount of '' 1,800.00 lakhs is to be paid by the Desai Metropolis health Services Private Limited to the owners of these laboratories in 6 tranches starting from September 2019 to September 2024.

The deferred consideration of '' 1,800 Lakhs has been measured at fair value ('' 1,668.11 Lakhs) on initial recognition and the difference of '' 131.89 Lakhs will be recognised as finance cost on EIR basis over the payment tenure; During year ended March 31, 2025''5.28 lakhs (March 31, 2024''5.28 lakhs) charged to statement of profit and loss (refer note 30).

47 Investment and receivable from Star Metropolis Health Services Middle East LLC, Dubai

As at March 31, 2025, the holding company has an investment of '' 129.85 lakhs (March 31, 2024''129.85 lakhs) and receivable of '' 445.05 lakhs (March 31, 2024''445.05 lakhs) from Star Metropolis Health Services Middle East LLC (''Star Metropolis'').Due to non receipt of information for many years, Management decided not to recognise the said entity as an associate from the previous year and has filed an application to Reserve Bank of India (RBI) through Authorised Dealer Bank seeking permission to write off the above investment and receivable. However during the year ended March 31, 2024, The Board of Directors of the holding Company had accorded their approval for entering into a Settlement agreement with the equity shareholder(s) of Star Metropolis Health Services Middle East LLC -Dubai, inter-alia to enable liquidation of the Associate company as per the applicable laws. The Company''s license stands cancelled, which is considered equivalent to the dissolution of the entity.

48 Transfer Pricing

The Company''s management is of the opinion that its international and domestic transactions are at arm''s length as per the independent firms report for the year ended March 31, 2024. Management continues to believe that its international transactions post March 31, 2024 and the specified domestic transactions are at arm''s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision of taxation.

49 Shareholding in the subsidiary company :

Metropolis Healthcare Lanka Private Limited (Metropolis Lanka) has bought back 250,000 ordinary shares held by Nawaloka Hospitals PLC ("Nawaloka") in Metropolis Lanka pursuant to memorandum of understanding (MOU) dated March 31, 2017. As per the MOU, the buy-back consideration payable by Metropolis Lanka was adjusted against certain receivables payable by Nawaloka to Metropolis Lanka. As at March 31, 2025, Metropolis Lanka has not filed relevant forms with Registrar of the Company in respect of share transfer. Currently, the shareholding records in the books of Metropolis Lanka assumes that the buy-back has been effectuated as per the MOU and Metropolis Healthcare Limited is reflected as 100% owner of Metropolis Lanka.

50 Disclosure of Transactions with Struck off companies

The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

51 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

52 As at March 31, 2025, there are certain proceeds from exporting diagnostic services to its overseas subsidiaries and certain other customers that have not been repatriated back into India within the stipulated timeframe as prescribed by the Reserve Bank of India (RBI) Master Direction on reporting and realization of export proceeds, including due to circumstances beyond the Company''s control. The Company has duly applied to its Authorised Dealer (AD) bank for an extension of time period to repatriate the outstanding export proceeds. The Company is actively engaged with the AD bank to ensure compliance with RBI regulations and to facilitate the repatriation of the export proceeds at the earliest. The Company does not consider any material impact in respect of the above on the financial position or performance of the Company.

53 Events after reporting date

Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted with the standalone financial statements. Otherwise, events after the balance sheet date of material size or nature are only disclosed.

54 Business CombinationA Liquidation of Dr. Ganesan''s Hitech Diagnostic Centre Private Limited

On April 18, 2024 the National Company Law Tribunal, Chennai Bench ("NCLT") has approved the dissolution of Dr.Ganesan''s Hitech Diagnostic Centre Private Limited ("Hitech", a wholly owned subsidiary of the Company) vide its order. Pursuant to the Scheme becoming effective, Hitech ceased to be the subsidiary of the Company and got merged with the Company. The entire business of Hitech was distributed to the Company on a going concern basis on and with effect from June 4, 2022.

Also, accordingly, the Company gave effect of the liquidation as per the requirements of Appendix C to Ind AS 103 "Business Combination", to as if it had occurred from the beginning of the preceding period, being the date of acquisition (i.e. October 22, 2021).

B Acquisition of subsidiaries

(i) On March 21, 2025, the Company has acquired 100% stake in Core Diagnostic Private Limited ("Core") for the purchase consideration of '' 21,888.40 lakhs, discharged partly by cash consideration of '' 13,576.08 lakhs and partly by way of preferential issue and allotment of 518,920 equity shares of Metropolis Healthcare Limited amounting to '' 8,312.32 lakhs as per the terms and conditions of the Share Purchase Agreement including amendments if any thereof entered between the Company and Core. Post completion of the aforesaid acquisition, Core has become wholly owned subsidiary of the Company.

(ii) On August 14, 2024, the Company has acquired 100% stake in Metropolis Foundation (A section 8 Company incorporated under Companies Act, 2013) for the purchase consideration of '' 10,000, discharged by cash consideration of '' 10,000 as per the terms and conditions of the including amendments if any thereof entered between the Company and Metropolis Foundation. Post completion of the aforesaid acquisition, it has become wholly owned subsidiary of the Company.

(iii) 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.

Definitions:

(a) Earning available for debt service = Net Profit after taxes Non-cash operating expenses like depreciation and other amortisations Interest other adjustments like loss on sale of Fixed assets etc.

(b) Debt service = Interest & Lease Payments Principal Repayments

(d) Net credit sales = Net credit sales consist of gross credit sales minus sales return

(e) Average trade receivables = (Opening trade receivables balance Closing trade receivables balance) / 2

(f) Net credit purchases = Net credit purchases consist of gross credit purchases minus purchase return

(g) Average trade payables = (Opening trade payables balance Closing trade payables balance) / 2

(h) Working capital = Current assets - Current liabilities.

(i) Earning before interest and taxes = Profit before exceptional items and tax Finance costs - Other Income

(j) Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability

Note:

1. Due to repayment and prepayment of loans taken for acquision of Hitech business in earlier years.

56 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:

(a) Crypto Currency or Virtual Currency

(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

(d) Relating to borrowed funds:

i. Wilful defaulter

ii. Utilisation of borrowed funds and securities premium

iii. Borrowings obtained on the basis of security of current assets

iv. Discrepancy in utilisation of borrowings

v. Current maturity of long term borrowings

(e) Number of layers of companies as prescribed under clause section 87(2) of the Companies Act, 2013

Mar 31, 2024

k) Provisions, Contingent Liabilities and Contingent Assets

A provision is recognized when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current management estimates.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence is confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the entity. Contingent Assets are not recognized till the realization of the income is virtually certain. However the same are disclosed in the financial statements where an inflow of economic benefit is probable. Contingent liability and contingent asset are reviewed at each balance sheet date.

l) Revenue Recognition

Revenue comprises of revenue from providing healthcare services such as health checkup and laboratory services. Pathology service is the only principal activity and reportable segment from which the Company generates its revenue. Revenue is recognized at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the goods or services to a customer i.e. on transfer of control of the service to the customer. Revenue from rendering of services is net of indirect taxes, reversals and discounts;

Revenue is recognized once the testing samples are processed for requisitioned test, to the extent that it is probable that the economic benefits will flow to the Company and revenue can be reliably measured.

Revenue is measured based on the consideration specified in a contract with a customer. Revenue is recognized at a point in time when the Company satisfies performance obligations by transferring the promised services to its customers.

Generally, each test represents a separate performance obligation for which revenue is recognized when the test report is generated i.e. when the performance obligation is satisfied. For allocating the transaction price, the Company has measured the revenue in respect of each performance obligation of a contract at its relative standalone selling price.

The price that is regularly charged for a test when registered separately is the best evidence of its standalone selling price

Contract liabilities - A contract liability is the obligation to transfer services to a customer for which the Company has received consideration from the customer. If a customer pays consideration before the Company transfers

services to the customer, a contract liability is recognized when the payment is made. Contract liabilities are recognized as revenue when the Company performs under the contract.

m) Recognition of Interest income and Dividend income

Interest income

For all financial instruments measured at amortized cost, interest income is recorded using the effective interest rate (EIR). EIR is the rate which exactly discounts the estimated future cash receipts over the expected life of the financial instrument to the gross carrying amount of the financial asset. When calculating the EIR the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayments, extensions, call and similar options); expected credit losses are considered if the credit risk on that financial instrument has increased significantly since initial recognition

Dividend income

Dividends are recognized in statement of profit and loss on the date on which the Companyâs right to receive payment is established.

n) Employee Benefits

(i) Short-term Employee benefits

Liabilities for wages and salaries,compensated absences, bonus and ex gratia including non-monetary benefits that are expected to be settled wholly within twelve months after the end of the year in which the employees render the related service are classified as short term employee benefits and are recognized as an expense in the Statement of Profit and Loss as the related service is provided.

A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(ii) Share-based payments

The cost of equity settled transactions is determined by the fair value at the grant date which is based on the Black Scholes model. The grant date fair value of options granted to employees is recognized as an

employee expense, with a corresponding increase in equity under "Employee Stock Options Reserve", over the period that the employees become unconditionally entitled to the options.

The expense so determined is recognized over the requisite vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. As at each reporting date, the Company revises its estimates of the number of options that are expected to vest, if required.

When the terms of an equity-settled award are modified, in addition to the expense pertaining to the original award, an incremental expense is recognized for any modification that results in additional fair value, or is otherwise beneficial to the employee as measured at the date of modification.

(iii) Post-Employment Benefits

Defined Contribution Plans:

A defined contribution plan is a postemployment benefit plan under which a Company pays specified contributions to a separate entity and has no obligation to pay any further amounts. The Company makes contribution to provident fund in accordance with Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Employee State Insurance. Contribution paid or payable in respect of defined contribution plan is recognized as an expense in the year in which services are rendered by the employee.

Defined Benefit Plans:

The Company''s gratuity benefit scheme is a defined benefit plan. The liability is recognized in the balance sheet in respect of gratuity is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets (being funded portion), together with adjustments for unrecognized actuarial gain losses and past service costs. The defined benefit obligation is calculated at balance sheet date by an independent actuary using the projected unit credit method. Re-measurement of the net defined benefit liability, which comprise actuarial gains and

losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income (OCI).

o) Leases

Ind-As 116:

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

As a lessee

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Company. Contracts may contain both lease and nonlease components. The Company allocates the consideration in the contract to the lease and nonlease components based on their relative standalone prices. However, for leases of real estate for which the Company is a lessee, it has elected not to separate lease and non-lease components and instead accounts for these as a single lease component.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

- Fixed payments (including in-substance fixed payments), less incentives receivables

- Variable lease payments that are based on an index or a rate, initially measured using the index or rate at the commencement date

- amount expected to be payable by the Company under residual value guarantees

- the exercise price of a purchase option if the Company is reasonably certain to exercise that option, and

- Payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option.

The lease liability is measured at amortised cost using effective interest method. It is remeasured when there is change in assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of use asset, or is recorded in profit or loss if the carrying amount of the right of use asset has been reduced to zero.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Company, the lessee''s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Company:

â¢ where possible, uses recent third-party financing received as a starting point, adjusted to reflect changes in financing conditions since third party financing was received

â¢ uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held, which does not have recent third party financing, and makes adjustments specific to the lease, e.g. term, country, currency and security.

Variable lease payments that depend on sales are recognized in profit or loss in the period in which the condition that triggers those payments occurs. The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any incentives received. Right-of-use assets are generally depreciated over the shorter of the asset''s useful life and the lease term on a straight-line basis. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset''s useful life.

Payments associated with short-term leases of equipment and all leases of low-value assets are recognized on a straight-line basis as an expense

in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

The lease liability is presented as a separate line in the statement of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever

â¢ the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

â¢ the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

â¢ a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

The right-of-use assets are presented as a separate line in the statement of financial position.

p) Income-tax

Income tax expense /income comprises current tax expense/ income and deferred tax expense/ income. It is recognized in statement of profit and loss except to the extent that it relates to items recognized directly in equity or in Other Comprehensive Income, in which case, the tax is also recognized directly in equity or other comprehensive income, respectively.

Current Tax

Current tax comprises the expected tax payable or recoverable on the taxable profit or loss for the year and any adjustment to the tax payable or recoverable in respect of previous years. It is

measured at the amount expected to be paid to (or recovered from) the taxation authorities, using the applicable tax rates and tax laws.

â¢ Current tax assets and liabilities are offset only if, the Company has a legally enforceable right to set off the recognized amounts; and

â¢ intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred Tax

Deferred tax is recognized in respect of temporary differences between the carrying amount of assets and liabilities for financial reporting purpose and the amount considered for tax purpose.

Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilized, such reductions are reversed when it becomes probable that sufficient taxable profits will be available. Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be recovered.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if:

i) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and

ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.

Uncertain tax provision

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. The provision is estimated based on one of two methods, the expected value method (the sum of the probability weighted amounts in a range of possible outcomes) or the single most likely amount method, depending on which is expected to better predict the resolution of the uncertainty.

q) Foreign currency transactions

Functional and Presentation currency The Companyâs financial statements are prepared in Indian National Rupees (Rs.) which is also the Company''s functional currency.

Transactions and balances Foreign currency transactions are recorded on initial recognition in the functional currency using the exchange rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary items that are measured based on historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rate at the date the fair value is determined.

Exchange differences arising on the settlement or translation of monetary items are recognized in statement of profit or loss in the year in which they arise.

r) Dividend

The Company recognises a liability for any dividend declared when the distribution is authorized by the shareholders in AGM and the distribution is no longer at the discretion of the Company.

The Company recognises a liability for any dividend declared but not distributed at the end of the reporting period, when the distribution is authorized by the shareholders in AGM and the distribution is no longer at the discretion of the Company on or before the end of the reporting period.

s) Earnings per share:

Basic Earnings per share is calculated by dividing the profit or loss for the year attributable to the

equity shareholders by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the profit or loss for the period attributable to the equity shareholders and the weighted average number of equity shares outstanding during the period is adjusted to take into account:

â¢ The after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

â¢ Weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

t) Segment Reporting

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The Companyâs chief operating decision maker is the Managing Director and CEO of the Company.

Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment. Inter segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors. Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on a reasonable basis have been included under ''"âunallocated revenue / expenses / assets / liabilities"ââ. Based on the nature of the business and line of products/ services, there is only one reportable segment - Pathology service.

u) Recent Indian Accounting Standards (Ind AS)

No standards have been issues impacting financial statements of the Company which are effective from April 01,2024.

v) Rounding off amounts

All amounts disclosed in financial statements and notes have been rounded off to the nearest Lakhs as per the requirement of Schedule III. The transactions and balances with values below the rounding off norms adopted by the Company have been reflected as "0.00" in the relevant note to these financial statements.

Nature and purpose of Reserves Securities Premium

The amount received in excess of face value of the equity shares is recognized in Securities Premium. It can be used to issue bonus shares, to purchase of its own shares, to provide for premium on redemption of shares or debentures, write-off equity related expenses like underwriting costs, etc.

Capital redemption reserve

General Reserve

General Reserve is free reserve which is created by transferring funds from retained earnings to meet future obligations or purposes.

Share application money pending allotment

Share Application Money Pending Allotment represents application money received on account of Employees Stock Option Scheme.

Employee stock options reserve

The Company has established equity settled share based payment plan for certain categories of employees. Refer Note 46(c). Retained Earnings

Re-measurement gain/ (loss) on defined benefit plans (net of taxes)

**The fair value in respect of the unquoted equity investments cannot be reliably estimated. The Company has currently measured them at their cost, i.e. Rs. 175.28 Lakhs (March 31,2023 Rs. 175.28 Lakhs)

The Fair value of cash and cash equivalents, other bank balances, trade receivables, trade payables approximated their carrying value largely due to short term maturities of these instruments.

The call options are fair valued at each reporting date through statement of profit and loss.

B. Fair value hierarchy

Ind AS 107, ''Financial Instrument - Disclosureâ requires classification of the valuation method of financial instruments measured at fair value in the Balance Sheet, using a three level fair-value-hierarchy (which reflects the significance of inputs used in the measurements). The hierarchy gives the highest priority to un-adjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to un-observable inputs (Level 3 measurements). The three levels of the fair-value-hierarchy under Ind AS 107 are described below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level. This is the case for unlisted equity securities included in level 3.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs trade and other receivables and cash and cash equivalents. The maximum exposure to credit risk in case of all the financial instruments covered below is restricted to their respective carrying amount.

a. Trade receivables and other receivables

The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

The Company does not have any significant concentration of credit risk. Further, company has no customer (March 31,2023- NIL) which accounts for 10% or more of the total trade receivables at each reporting date.

Trade receivables are generally on terms of 30 to 90 days.

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix.

The movement in the provision for bad and doubtful debts for the year ended March 31,2024

b. Cash and cash equivalents and Other bank balances

The Company held cash and cash equivalents and other bank deposits as at March 31, 2024 Rs. 3,046.25 Lakhs (March 31,2023 Rs. 4,271.73 Lakhs). The cash and cash equivalents and other bank balances are held with banks with good credit ratings.

c. Investments

The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counterparties, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.

d. Loans and advances

Loans and advances mainly consist security deposit and advances to related parties.

The security deposit pertains to rent deposit given to lessors. The Company does not expect any losses from nonperformance by these counter-parties.

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices -will affect the Companyâs income or the value of its holdings of financial instruments. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk. The objective of market risk management is to avoid excessive exposure in foreign currency revenues and costs.

a. Currency risk

Exposure to currency risk (Exposure in different currencies converted to functional currency i.e. Rs.)

The currency profile of financial assets and financial liabilities as at March 31,2024 and as at March 31,2023 are as below:

b. Interest rate risk

The interest rate profile of the Companyâs interest-bearing financial instruments is as follows.

(D) Capital management

The objective of the Companyâs capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios to support its business and maximize shareholder value.

The Company has equity capital and other reserves attributable to the equity shareholders, as the only source of capital and the Company has insignificant interest bearing borrowings/ debts as on the reporting date. Hence, the Company is not subject to any externally imposed capital requirements.

The objective of the Companyâs capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios to support its business and maximize shareholder value.

The Companyâs capital management is driven by Companyâs policy to maintain a sound capital base to support the continued development of its business. The Board of Directors seeks to maintain a prudent balance between different components of the Companyâs capital. The Management monitors the capital structure and the net financial debt at individual currency level. Net financial debt is defined as current and non-current financial liabilities less cash and cash equivalents and short-term investments.

(b) Defined contribution plan

The Company contributes towards statutory provident fund as per the Employees Provident Funds and Miscellaneous Provisions Act, 1952 and towards employee state insurance as per the Employees'' State Insurance Act, 1948. The amount of contribution to provident fund and Employee State Insurance Scheme recognized as expenses during the year is Rs. 1,484.99 Lakhs (March 31,2023 Rs. 1,391.78 Lakhs).

Description of share-based payment arrangements:

As at March 31,2024 and March 31,2023 Company had following share-based payment arrangements:

RSU 2020 -

This plan may be called the Metropolis-Restrictive Stock Unit Plan, 2020 (MHL-RSU Plan, 2020) as approved by the Board of Directors of the Company at its meeting held on February 06, 2020 as per the recommendation of Nomination and Remuneration Committee and approved by members of the Company through postal ballot process on April 06, 2020. This plan shall be deemed to have come into force on April 06, 2020 (Being the date of passing of special resolutions for approving the MHL-RSU Plan 2020 by the Shareholder of the Company through postal ballot process) or on such date as may be decided by the Nomination and Remuneration Committee ("Committee") of the Company.

MESOS 2015 -

The Company has instituted "Metropolis Employee Stock Option Plan 2015 "(MESOP 2015) for eligible employees. In terms of the said plan, options to the employees shall vest at the rate of 30% of Grant on 36 months from Grant Date, 35% of Grant on 48 months from Grant Date and 35% of Grant on 60 months from Grant Date. The vested options can be exercised on earlier of Listing of Company Shares on an Indian Stock Exchange or 60 month from the date of the grant. Further option can only be exercised during the exercise window specified by the Company. Each Option carries with it the right to purchase one equity share of the Company at the exercise price determined by Nomination and Remuneration Committee.

On September 19, 2017, consent was given by the Nomination and Remuneration Committee, where in vesting schedule was modified to grant options under Metropolis Employee Stock Options Scheme, 2015 (MESOS 2015). As per modified terms, option to

- Existing employees (person who is in continuous employment with the Company since 1 January, 2016 or prior thereto) shall vest at the rate of 50% of Grant on 1 January 2018, 25% of Grant on 1 January 2019 and 25% of Grant on 1 January 2020.

- New employees (person who is in continuous employment with the Company after 01 January, 2016.) shall vest at the rate of 50% of Grant on completion of 2 years from date of joining, 25% of Grant on completion of 3 years from date of joining and 25% of Grant on completion of 4 years from date of joining.

(d) Compensatory absences:

The Company follows period of January to December period for accrual of leaves. As per policy accumulation of Previliged and casual leave is not allowed. Previliged leaves are encashed at the end of December, however, casual leaves get lapsed at the end of December.

47 Segment Reporting

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assessing performance. The Companyâs chief operating decision maker is the Managing Director and CEO of the Company.

Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment. Inter segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors. Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on a reasonable basis have been included under âunallocated revenue / expenses / assets / liabilities".

Based on the nature of the business and line of products/ services, there is only one reportable segment - Pathology service.

(b) Deferred payment consideration

During the earlier years, the Company has entered into a business purchase agreement to acquire Sanjeevani Pathology Laboratory located at Rajkot for an initial purchase consideration of Rs 4,104.00 Lakhs, an amount of Rs 2,300.00 Lakhs is to be paid by the Company to Dr. Kiritkumar Patel, owner of Sanjeevani Pathology Laboratory in 7 tranches starting from February 2017 to March 2021.

In case of investment in Dr. Patel Metropolis Healthcare Private Limited during year ended March 31,2019, out of total consideration of Rs 868.92 Lakhs, an amount of Rs. 100 Lakhs is to be paid by Company in 2 tranches (Rs. 80 Lakhs to be paid on September 14, 2021 and remaining Rs. 20 Lakhs to be paid on September 14, 2023).

During the 2019-20, Desai Metropolis health Services Private Limited a subsidiary of the Company has entered into a business purchase agreement to acquire Four Laboratories (Yash Lab, Nagar lab, Doctor Lab and Iyyer Lab) located at Surat for an initial purchase consideration of Rs 1,800.00 Lakhs. The amount of Rs 1,800.00 Lakhs is to be paid by the Desai Metropolis health Services Private Limited to the owners of these laboratories in 6 tranches starting from September 2019 to September 2024.

The deferred consideration of Rs. 1,800 Lakhs has been measured at fair value (Rs. 1,668.1 1 Lakhs) on initial recognition and the difference of Rs. 131.89 Lakhs will be recognized as finance cost on EIR basis over the payment tenure; During year ended March 31,2024 Rs 5.28 Lakhs (March 31,2023 Rs 8.67 Lakhs) charged to statement of profit and loss (refer note 33).

50 Investment and receivable from Star Metropolis Health Services Middle East LLC, Dubai

As at March 31,2024, the Company has an investment of Rs. 129.85 Lakhs (March 31,2023 Rs. 129.85 Lakhs) and receivable of Rs. 445.05 Lakhs (March 31,2023 Rs. 445.05 Lakhs) from Star Metropolis Health Services Middle East LLC (''Star Metropolisâ). Since the information has not been forthcoming for many years, Management has decided to discontinued to recognize the said entity as an associate from the previous year and has filed an application to Reserve Bank of India (RBI) through Authorised Dealer Bank seeking permission to write off the above investment and receivable. However during the year, The Board of Directors of the Company has accorded their approval for entering into a Settlement agreement with the equity shareholder(s) of Star Metropolis Health Services Middle East LLC - Dubai, associate of the Company ('' the Associateâ) inter-alia to enable liquidation of the Associate as per the applicable laws.

51 Transfer Pricing

The Company management is of the opinion that its international and domestic transactions are at armâs length as per the independent firms report for the year ended March 31,2023. Management continues to believe that its international transactions post March 31,2023 and the specified domestic transactions are at arm''s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision of taxation.

52 Shareholding In The Subsidiary Company :

Metropolis Healthcare Lanka Private Limited (Metropolis Lanka) has bought back 250,000 ordinary shares held by Nawaloka Hospitals PLC ("Nawaloka") in Metropolis Lanka pursuant to memorandum of understanding (MOU) dated March 31, 2017. As per the MOU, the buy-back consideration payable by Metropolis Lanka was adjusted against certain receivables payable by Nawaloka to Metropolis Lanka. As at March 31, 2020, Metropolis Lanka has not filed relevant forms with Registrar of the Company in respect of share transfer. Currently, the shareholding records in the books of Metropolis Lanka assumes that the buy-back has been effectuated as per the MOU and Metropolis Healthcare Limited is reflected as 100% owner of Metropolis Lanka.

53 Disclosure of Transactions with Struck off companies

The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

54 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

55 The total amount receivable from the contract of Aam Aadmi Mohalla Clinic was Rs 384 Lakhs, the Company has received Rs 131 Lakhs (including TDS) out of that and the balance Rs 253 Lakhs has been fully provided over the period of the contract period i.e Feb 2023 to March 31,2024.

56 As at March 31, 2024, there are certain proceeds from exporting diagnostic services to its overseas subsidiaries and certain other customers that have not been repatriated back into India within the stipulated timeframe as prescribed by the Reserve Bank of India (RBI) Master Direction on reporting and realization of export proceeds, including due to circumstances beyond the Companyâs control. The Company has duly applied to its Authorised Dealer (AD) bank for an extension of time period to repatriate the outstanding export proceeds. The Company is actively engaged with the AD bank to ensure compliance with RBI regulations and to facilitate the repatriation of the export proceeds at the earliest. The Company does not consider any material impact in respect of the above on the financial position or performance of the Company.

57 Subsequent event

On April 18, 2024 the National Company Law Tribunal, Chennai Bench ("NCLT") has approved the dissolution of Dr.Ganesan''s Hitech Diagnostic Centre Private Limited ("Hitech", a wholly owned subsidiary of the Company) vide its order. Pursuant to the Scheme becoming effective, Hitech ceased to be the subsidiary of the Company and gets merged with the Company. The entire business of Hitech was distributed to the Company on a going concern basis on and with effect from 4 June 2022.

58 Business Combination

A Acquisition and Liquidation of Dr.Ganesan''s Hitech Diagnostic Centre Private Limited

a) On October 22, 2021, the Company acquired 100% stake in Dr.Ganesanâs Hitech Diagnostic Centre Private Limited ("Hitech") and its wholly owned subsidiary Centralab Healthcare Services Private Limited ("Centralab") for a cash consideration of Rs. 63,142 (Lakhs) as per the terms and conditions of the Share Purchase Agreement including amendments thereof entered between the Company and Hitech. Post completion of the aforesaid acquisition, "Hitech" and "Centralab" has become wholly owned subsidiary and step down subsidiary respectively of the Company.

b) The Board of Directors of the Company, at their meeting held on February 1 1, 2022, accorded in-principle approval for the voluntary liquidation of Dr. Ganesanâs Hitech Diagnostic Centre Private Limited (''Hitechâ), a wholly owned subsidiary of the Company, to be carried out under the provisions of Insolvency and Bankruptcy Code, 2016. The Board of Directors of Hitech in their meeting dated April 01,2022 and the members of Hitech in their Extra Ordinary

General meeting held on April 01, 2022 had accorded their approval for consolidation of the business of Hitech through voluntary liquidation process. Pursuant to the ongoing liquidation process, the liquidator of Hitech has transferred the entire business undertaking to the Company on a going concern basis on and with effect from 04 June 2022.

c) Accordingly, the Company gave effect of the liquidation as per the requirements of Appendix C to Ind AS 103 "Business Combination", to as if it had occurred from the beginning of the preceding period, being the date of acquisition (i.e. October 22, 2021) and accordingly preceding period figures (i.e March 31,2022) have been revised.

d) Accounting treatment

i. The Company has recorded all the assets, liabilities and reserves of the Hitech, at their carrying values and in the same form as appearing in the consolidated financial statement of the Company as on the Appointed Date, by applying the principles as set out in Appendix C of IND AS 103 ''Business Combinationsâ read with ITFG Bulletin 9; Issue 2 ; Situation B and prescribed under Companies (Indian Accounting Standards) Rules, 2015 issued by the Institute of Chartered Accountants of India.

ii. The financial statements of the Company reflect the financial position on the basis of consistent accounting policies.

iii. Any loans, advances or other obligations (including but not limited to any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form) that were due between the Company and Hitech, if any, ipso facto, stood discharged and came to end and the same was eliminated by giving appropriate elimination effect in the books of account and records of the Transferee Company.

iv. Investments in shares of the Hitech held by the Company were adjusted against Share Capital of the Hitech and the difference, between cost of investment of the Hitech in the books of the Company was adjusted against balance of reserves and surplus of the Company post-liquidation.

v. The identity of the reserves was preserved and appear in the financial statements of the Company in the same form in which they appeared in the financial statements of the Hitech.

B Liquidation of Dr.Ganesan''s Hitech Diagnostic Centre Private Limited

The Board of Directors of the Company, at their meeting held on February 11, 2022, accorded in-principle approval for the voluntary liquidation of Dr. Ganesan''s Hitech Diagnostic Centre Private Limited (''Hitech''), a wholly owned subsidiary of the Company, to be carried out under the provisions of Insolvency and Bankruptcy Code, 2016. The Board of Directors of Hitech in their meeting dated April 01, 2022 and the members of Hitech in their Extra Ordinary General meeting held on April 01,2022 have accorded their approval for consolidation of the business of Hitech through voluntary liquidation process. Pursuant to the ongoing liquidation process, the liquidator of Hitech has transferred the entire business undertaking to the Company on a going concern basis on and with effect from 04 June 2022. On April 18, 2024 the National Company Law Tribunal, Chennai Bench ("NCLT") has approved the dissolution of Dr.Ganesan''s Hitech Diagnostic Centre Private Limited ("Hitech", a wholly owned subsidiary of the Company) vide its order. Pursuant to the Scheme becoming effective, Hitech ceased to be the subsidiary of the Company and gets merged with the Company. The entire business of Hitech was distributed to the Company on a going concern basis on and with effect from June 04, 2022.

(i) Earning before interest and taxes = Profit before exceptional items and tax Finance costs - Other Income

(j) Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability Note:

1. Due to repayment and prepayment of loans taken for acquision of Hitech business in Earlier years.

2. Mainly due to increase in Favourable payable terms from the creditors for payment due date

3. Variance is due to early repayment of term loan resulting positive working capital

60 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:

(a) Crypto Currency or Virtual Currency

(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

(d) Relating to borrowed funds:

i. Wilful defaulter

ii. Utilisation of borrowed funds and securities premium

iii. Borrowings obtained on the basis of security of current assets

iv. Discrepancy in utilisation of borrowings

v. Current maturity of long term borrowings

(e) Number of layers of companies as prescribed under clause section 87(2) of the Companies Act, 2013 As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors

Chartered Accountants Metropolis Healthcare Limited

Firmâs Registration No: 101248W/W-100022 L73100MH2000PLC192798

Rajesh Mehra Dr. Sushil Shah Ameera Shah

Partner Chairman & Executive Director Managing Director

Membership No: 103145 DIN: 00179918 DIN: 00208095

Place : Mumbai Place : Mumbai

Surendran Chemmenkotil Rakesh Agarwal

Chief Executive Officer Chief Financial Officer

Place : Mumbai Place : Mumbai

Date: May 21,2024

Subramanian Ranganathan Kamlesh Kulkarni

Independent Director Company Secretary

DIN:00125493 Place: Mumbai

Place : Mumbai

Mar 31, 2023

(e) Terms/rights attached to equity shares

The Company has only one class of Equity shares having a par value of Rs.2 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend, if proposed by the Board of Directors, will be subject to the approval of the shareholders in the ensuing Annual General Meeting except interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Nature and purpose of Reserves Securities Premium

Capital redemption reserve

The Company recognizes the capital redemption reserve from its retained earnings as per the provisions of Companies Act, 2013, as applicable.

General Reserve

General Reserve is free reserve which is created by transferring funds from retained earnings to meet future obligations or purposes.

Share application money pending allotment

Share Application Money Pending Allotment represents application money received on account of Employees Stock Option Scheme.

Employee stock options reserve

The Company has established equity settled share based payment plan for certain categories of employees. Refer Note 48(c).

Retained Earnings

Re-measurement gain/ (loss) on defined benefit plans (net of taxes)

The Company has elected to recognize changes in the value of certain liabilities toward employee compensation in Other Comprehensive Income. These changes are accumulated within re-measurement gain/ (loss) on defined benefit plan reserve within equity.

a) Term loan from a bank amounting to Rs. 15,000 Lakhs is secured through first charge by way of pledge on 30% shares of Dr. Ganesan''s Hitech Diagnostic Centre Limited (now merged with Metropolis Healthcare Limited) and 30% shares of Desai Metropolis Health Services Private. Limited. (now merged with Metropolis Healthcare Limited). The Term loan is repayable in 36 equal monthly instalments with October 21,2024 as maturity date with an interest rate as agreed with the bank.

b) Term loan from a bank amounting to Rs. 15,000 Lakhs was secured through first charge on the current assets, movable fixed assets and specific immovable properties. The loan has been prepaid during the year & there is no outstanding as on March 31,2023.

c) Loan from related party amounting to Rs. 324 Lakhs is repayable in 36 equal monthly instalments with March 01,2026 as maturity date with an interest rate as agreed with the related party.

d) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

b) Term loan from a bank amounting to Rs. 15,000 Lakhs is secured through first charge on the current assets, movable fixed assets and specific immovable properties. The Term loan is repayable in 36 equal monthly instalments with October 21, 2024 as maturity date with an interest rate as agreed with the bank. The loan has been prepaid during the year & there is no outstanding as on March 31,2023.

c) Loan from related party amounting to Rs. 324 Lakhs is repayable in 36 equal monthly instalments with March 01,2026 as maturity date with an interest rate as agreed with the related party.

d) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

1 The Company was in a prolonged dispute in relation to trade receivables from a party towards lab management services rendered by the Company and the matter was under arbitration. The Company has amicably resolved the dispute with the party and agreed final settlement of Rs. 1,600 Lakhs towards all the claims. The Company has disclosed this under exceptional item in the year ended March 31,2022.

2 The Company had filed Arbitration proceedings against Dr. Golwilkar Labs Private Limited. (Golwilkar) claiming an amount of Rs.759 Lakhs (along with interest thereon) lying in Escrow account. Golwilkars subsequently filed their Counter claim for an amount of Rs.143.10 Lakhs on the Company towards alleged non-payment of salary/ consultancy fees to them (along with interest thereon). On July 08, 2021, the Hon''ble Tribunal passed an Arbitral Award allowed claims of both the Claimant and the Respondents along with 6% interest. Thereafter the Company and Golwilkar entered into settlement agreement to withdraw the amount lying in Escrow account. The Company has disclosed this under exceptional items in the year ended March 31,2022.

38. EARNINGS PER SHARE (EPS)

Basic EPS calculated by dividing the net profit for the year attributable to equity holders by the weighted average number of Equity shares outstanding during the year.

(B) Fair value hierarchy

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level. This is the case for unlisted equity securities included in level 3.

The Company'' Board of Directors has overall responsibility for the establishment and oversight of the Company'' risk management framework.

The Company has exposure to the following risks arising from financial instruments

- Credit risk

- Liquidity risk

- Market risk

Credit risk

a. Trade receivables and other receivables

The Company does not have any significant concentration of credit risk. Further, company has no customer (March 31, 2022- NIL) which accounts for 10% or more of the total trade receivables at each reporting date.

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix.

b. Cash and cash equivalents and Other bank balances

The Company held cash and cash equivalents and other bank deposits as at March 31, 2023 Rs. 4,271.73 Lakhs (March 31,2022 Rs. 13,000.64 Lakhs). The cash and cash equivalents and other bank balances are held with bank with good credit ratings.

c. Investments

The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counterparties, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.

d. Loans and advances

Loans and advances mainly consist security deposit and advances to related parties.

The security deposit pertains to rent deposit given to lessors. The Company does not expect any losses from nonperformance by these counter-parties.

The loans and advances given majorly pertains to joint venture and associates. The parties have been generally regular in making payments and hence the Company does not expect significant impairment losses on its current profile of outstanding advances. The advances which have defaulted in the past is mainly on account of uncontrollable adverse local market conditions which has diluted parties credit worthiness.

The movement in the provision for advances having significant increase in credit risk and which are credit impaired for the year ended March 31,2023:

Liquidity risk:

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions.

The outflows disclosed in the above table represent the total contractual undiscounted cash flows and total interest payable on borrowings.

Market risk:

b. Interest rate risk

(D) Capital management

The objective of the Company''s capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios to support its business and maximize shareholder value.

Other commitments:

The Company has entered into reagent agreement for a period ranging from 3 to 6 years with some of its major raw material suppliers to purchase agreed value of raw materials.

The value of purchase commitments for the remaining number of years are Rs. 26,295.23 Lakhs (March 31,2022 Rs. 24,900.23 Lakhs) of which annual commitment for next year is Rs. 6,871.92 Lakhs (March 31,2022 Rs. 6,592.92 Lakhs) as per the terms of these arrangements.

44. DISCLOSURE ON IND-AS 116 LEASES

Following is the summary of practical expedients elected on application:

i Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date

ii Applied the exemption not to recognize right-of-use assets and liabilities for leases :

a. with less than 12 months of lease term on the date of initial application

b. Rent outflow of less than Rs. 5 Lakhs in entire tenure of arrangement

iii Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.

iv Applied the practical expedient to grandfather the assessment of which transactions are leases. Accordingly, Ind AS 116 is applied only to contracts that were previously identified as leases under Ind AS 17.

1 The effect of depreciation and interest related to Right Of Use Asset and Lease Liability are reflected in the Profit & Loss Account under the heading "Depreciation and Amortization Expense" and "Finance costs" respectively under Note No 34 and 33

2 The incremental borrowing rate applied to lease liabilities for FY 2022-23 is 9.2% -10.10% based on tenure of arrangement

3 Following are the changes in the carrying value of right of use assets for the year ended March 31,2023:

9 Rental expense recorded for short-term leases / Variable rent was Rs. 9,013.55 Lakhs (March 31,2022 Rs. 10,277.74 Lakhs) for the year ended March 31,2023.

10 The total cash outflow for leases for year ended March 31,2023 is Rs. 6,045.13 Lakhs (March 31, 2022 Rs. 3,976.16 Lakhs) 45. SCHEME OF MERGER

The Board of Directors of the Company at its meeting held on 06 August July 2021 had approved the Composite Scheme of Arrangement (the ''Scheme'') for merger of its eight wholly owned subsidiaries of the Company with the Company. Application seeking approval of the Scheme was subsequently filed with Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench on September 22, 2021.

On receipt of the certified copy of the order dated June 03, 2022 from NCLT, Mumbai Bench sanctioning the Scheme, with appointed date April 01,2021, and upon filing the same with Registrar of Companies, Maharashtra on July 11,2022 the Scheme has become effective. Accordingly, the Company has given effect to the Scheme from the appointed date of April 01, 2021 by revising the standalone financial statements for the year ended March 31,2021 and March 31,2022. Pursuant to the Scheme, all the assets, liabilities, reserves and surplus of the transferor company have been transferred to and vested in the Company with effect from the appointed date at their carrying values.

Pursuant to the approved Scheme of Merger by Absorption, the Transferee Company has accounted for merger in its books as per the applicable accounting principles prescribed under relevant Indian Accounting Standards.

a) Accounting treatment

i) The Transferee Company has recorded all the assets, liabilities and reserves of the Transferor Company vested in it pursuant to this Scheme, at their book values and in the same form as appearing in the books of the Transferor Company as on the Appointed Date, by applying the principles as set out in Appendix C of IND AS 103 ''Business Combinations'' and prescribed under Companies (Indian Accounting Standards) Rules, 2015 issued by the Institute of Chartered Accountants of India.

ii) The financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policies.

iii) Any loans, advances or other obligations (including but not limited to any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form) that are due between the Transferor Company and the Transferee Company, if any, ipso facto, stand discharged and come to end and the same is eliminated by giving appropriate elimination effect in the books of account and records of the Transferee Company.

iv) Investments in shares of the Transferor Company held by the Transferee Company have been adjusted against Share Capital of the Transferor Company and the difference, between cost of investment of the Transferor Company in the books of the Transferee Company has been adjusted against balance of reserves and surplus of the Transferee Company post-merger.

v) The identity of the reserves has been preserved and appear in the financial statements of the Transferee Company in the same form in which they appeared in the financial statements of the Transferor Company.

(b) Defined contribution plan

The Company contributes towards statutory provident fund as per the Employees Provident Funds and Miscellaneous Provisions Act, 1952 and towards employee state insurance as per the Employees'' State Insurance Act, 1948. The amount of contribution to provident fund and Employee State Insurance Scheme recognized as expenses during the year is Rs. 1,391.78 Lakhs (March 31,2022 Rs. 1,205.69 Lakhs).

Description of share-based payment arrangements:

As at March 31,2023 and March 31,2022 Company had following share-based payment arrangements:

RSU 2020 -

This plan shall be deemed to have come into force on April 06, 2020 (Being the date of passing of special resolutions for approving the MHL-RSU Plan 2020 by the Shareholder of the Company through postal ballot process) or on such date as may be decided by the Nomination and Remuneration Committee ("Committeeâ) of the Company.

MESOS 2015 -

The Company has instituted "Metropolis Employee Stock Option Plan 2015 "(MESOP 2015) for eligible employees. In terms of the said plan, options to the employees shall vest at the rate of 30% of Grant on 36 months from Grant Date, 35% of Grant on 48 months from Grant Date and 35% of Grant on 60 months from Grant Date. The vested options can be exercised on earlier of Listing of Company Shares on an Indian Stock Exchange or 60 month from the date of the grant. Further option can only be exercised during the exercise window specified by the Company. Each Option carries with it the right to purchase one equity share of the Company at the exercise price determined by Nomination and Remuneration Committee.

On September 19, 2017, consent was given by the Nomination and Remuneration Committee, where in vesting schedule was modified to grant options under Metropolis Employee Stock Options Scheme, 2015 (MESOS 2015). As per modified terms, option to

- Existing employees (person who is in continuous employment with the Company since January 01, 2016 or prior thereto) shall vest at the rate of 50% of Grant on January 01,2018, 25% of Grant on January 01,2019 and 25% of Grant on January 01, 2020.

- New employees (person who is in continuous employment with the Company after January 01,2016.) shall vest at the rate of 50% of Grant on completion of 2 years from date of joining, 25% of Grant on completion of 3 years from date of joining and 25% of Grant on completion of 4 years from date of joining.

- No additional options to be granted to stock options under MESOS 2015 as per the resolution dated September 24, 2018, passed by the Nomination & Remuneration Committee

(d) Compensatory absences:

Accumulation of casual leave is not permitted, and un-availed casual leave will lapse at the end of the year.

49. SEGMENT REPORTING

The operations of the Conpany are limited to one segment viz. Pathology service. The services being provided under this segment are of similar nature and comprises of pathology and related healthcare services only.

The Company''s Chief Operating Decision Maker (CODM) reviews the internal management reports prepared based on an aggregation of financial information for all entities in the Group (adjusted for intercompany eliminations, adjustments etc.) on a periodic basis.

(a) Disclosure under section 186 (4) of the Companies Act, 2013

All the loans given by the Company to its subsidiary companies are under section 293 of the Companies Act, 1956, accordingly, section 186 of the Companies Act, 2013 is not applicable to the Company.

(b) Deferred payment consideration

During the earlier years, the Company has entered into a business purchase agreement to acquire Sanjeevani Pathology Laboratory located at Rajkot for an initial purchase consideration of Rs. 4,104.00 Lakhs, an amount of Rs. 2,300.00 Lakhs is to be paid by the Company to Dr. Kiritkumar Patel, owner of Sanjeevani Pathology Laboratory in 7 tranches starting from February 2017 to March 2021.

In case of investment in Dr. Patel Metropolis Healthcare Private Limited during year ended March 31, 2019, out of total consideration of Rs. 868.92 Lakhs, an amount of Rs. 100 Lakhs is to be paid by Company in 2 tranches (Rs. 80 Lakhs to be paid on September 14, 2021 and remaining Rs. 20 Lakhs to be paid on September 14, 2023).

The deferred consideration of Rs. 100 Lakhs has been measured at fair value (Rs. 80.40 Lakhs) on initial recognition and the difference of Rs. 19.60 Lakhs will be recognized as finance cost on EIR basis over the payment tenure; During year ended March 31,2023 Rs. 1.25 Lakhs (March 31,2022 Rs. 3.32 Lakhs) charged to statement of profit and loss (refer note 33). During the year ended March 31, 2020, company made investment in Bokil Golwilkar Metropolis Healthcare Private Limited for a consideration of Rs. 192 Lakhs, of which an amount of Rs. 60 Lakhs is to be paid by Company in 2 tranches (Rs. 40 Lakhs to be paid on August 25, 2019 and remaining Rs. 20 Lakhs to be paid on February 25, 2022)

The deferred consideration of Rs. 60 Lakhs has been measured at fair value (Rs. 55.22 Lakhs) on initial recognition and the difference of Rs. 4.78 Lakhs will be recognize as finance cost on EIR basis over the payment tenure; During year ended March 31,2023 Rs. NIL (March 31, 2022 Rs. 1.31 Lakhs) charged to statement of profit and loss (refer note 33).

During the 2019-20, Desai Metropolis health Services Private Limited a subsidiary of the Company has entered into a business purchase agreement to acquire Four Laboratories (Yash Lab, Nagar lab, Doctor Lab and Iyyer Lab) located at Surat for an initial purchase consideration of Rs. 1,800.00 Lakhs. The amount of Rs. 1,800.00 Lakhs is to be paid by the Desai Metropolis health Services Private Limited to the owners of these laboratories in 6 tranches starting from September 2019 to September 2024.

The deferred consideration of Rs. 1,800 Lakhs has been measured at fair value (Rs. 1,668.11 Lakhs) on initial recognition and the difference of Rs. 131.89 Lakhs will be recognized as finance cost on EIR basis over the payment tenure; During year ended March 31,2023 Rs. 8.67 Lakhs (March 31,2022 Rs. 25.10 Lakhs) charged to statement of profit and loss (refer note 33).

52. INVESTMENT AND RECEIVABLE FROM STAR METROPOLIS HEALTH SERVICES MIDDLE EAST LLC, DUBAI

As at March 31,2023, the Company has an investment of Rs. 129.85 Lakhs (March 31,2022 Rs. 129.85 Lakhs) and receivable of Rs. 445.05 Lakhs (March 31, 2022 Rs. 445.05 Lakhs) from Star Metropolis Health Services Middle East LLC (''Star Metropolis''). Since the information has not been forthcoming for many years, Management has decided to discontinued to recognize the said entity as an associate from the previous year and has filed an application to Reserve Bank of India (RBI) through Authorized Dealer Bank seeking permission to write off the above investment and receivable.

53. TRANSFER PRICING

The Company management is of the opinion that its international and domestic transactions are at arm''s length as per the independent firms report for the year ended March 31,2022. Management continues to believe that its international transactions post March 31,2022 and the specified domestic transactions are at arm''s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision of taxation.

54. SHAREHOLDING IN THE SUBSIDIARY COMPANY

Metropolis Healthcare Lanka Private Limited (Metropolis Lanka) has bought back 250,000 ordinary shares held by Nawaloka Hospitals PLC ("Nawalokaâ) in Metropolis Lanka pursuant to memorandum of understanding (MOU) dated March 31, 2017. As per the MOU, the buy-back consideration payable by Metropolis Lanka was adjusted against certain receivables payable by Nawaloka to Metropolis Lanka. As at March 31, 2020, Metropolis Lanka has not filed relevant forms with Registrar of the Company in respect of share transfer. Currently, the shareholding records in the books of Metropolis Lanka assumes that the buyback has been effectuated as per the MOU and Metropolis Healthcare Limited is reflected as 100% owner of Metropolis Lanka.

55. DISCLOSURE OF TRANSACTIONS WITH STRUCK OFF COMPANIES

The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

56. On November 16, 2022, the Income tax department conducted searches at premises of the Company. No assets of the Company were seized during this process. The Company has been providing the information and clarifications sought by the authorities. Subsequently, the Company and certain subsidiaries have received notices u/s 148 of the Income Tax Act,1961. Presently, there is no demand in relation to the search conducted by the authorities. No adjustments have been made in the financial results/statements.

57. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or n any other persons or entities, including foreign entities ("Intermediariesâ) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

58. SUBSEQUENT EVENT

There are no subsequent event occured between the end of the reporting period i.e. March 31,2023 and the date of adoption of standalone financial statement by board i.e. May 16, 2023.

59. BUSINESS COMBINATION

Acquizition and Liquidation of Dr.Ganesan''s Hitech Diagnostic Centre Private Limited

a) On October 22, 2022, the Company has acquired 100% stake in Dr.Ganesan''s Hitech Diagnostic Centre Private Limited ("Hitechâ) and its wholly owned subsidiary Centralab Healthcare Services Private Limited ("Centralab'''') for a cash consideration of Rs. 63,142 Lakhs as per the terms and conditions of the Share Purchase Agreement including amendments thereof entered between the Company and Hitech. Post completion of the aforesaid acquisition, "Hitechâ and "Centrallabâ has become wholly owned subsidiary and step down subsidiary respectively of the Company.

b) The Board of Directors of the Company, at their meeting held on February 11, 2022, accorded in-principle approval for the voluntary liquidation of Dr. Ganesan''s Hitech Diagnostic Centre Private Limited (''Hitech''), a wholly owned subsidiary of the Company, to be carried out under the provisions of Insolvency and Bankruptcy Code, 2016. The Board of Directors of Hitech in their meeting dated April 01,2022 and the members of Hitech in their Extra Ordinary General meeting held on April 01, 2022 have accorded their approval for consolidation of the business of Hitech through voluntary liquidation process. Pursuant to the ongoing liquidation process, the liquidator of Hitech has transferred the entire business undertaking to the Company on a going concern basis on and with effect from June 04, 2022.

c) Accordingly, the Company has given effect of the liquidation as per the requirements of Appendix C to Ind AS 103 "Business Combinationâ, to as if it had occurred from the beginning of the preceding period (i.e. October 22, 2021) and accordingly preceding period figures (i.e March 31,2022) have been revised.

d) Accounting treatment

i. The Transferee Company has recorded all the assets, liabilities and reserves of the Transferor Company, at their carrying values and in the same form as appearing in the consolidated financial statement of the Transferor Company as on the Appointed Date, by applying the principles as set out in Appendix C of IND AS 103 ''Business Combinations'' read with ITFG Bulletin 9; Issue 2 ; Situation B and prescribed under Companies (Indian Accounting Standards) Rules, 2015 issued by the Institute of Chartered Accountants of India.

ii. The financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policies.

iii. Any loans, advances or other obligations (including but not limited to any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form) that are due between the Transferor Company and the Transferee Company, if any, ipso facto, stand discharged and come to end and the same is eliminated by giving appropriate elimination effect in the books of account and records of the Transferee Company.

iv. Investments in shares of the Transferor Company held by the Transferee Company have been adjusted against Share Capital of the Transferor Company and the difference, between cost of investment of the Transferor Company in the books of the Transferee Company has been adjusted against balance of reserves and surplus of the Transferee Company post-liquidation.

v. The identity of the reserves has been preserved and appear in the financial statements of the Transferee Company in the same form in which they appeared in the financial statements of the Transferor Company.

Definitions:

(a) Earning for available for debt service = Net Profit after taxes Non-cash operating expenses like depreciation and other amortizations Interest other adjustments like loss on sale of Fixed assets etc.

(b) Debt service = Interest & Lease Payments Principal Repayments

(d) Net credit sales = Net credit sales consist of gross credit sales minus sales return

(e) Average trade receivables = (Opening trade receivables balance Closing trade receivables balance) / 2

(f) Net credit purchases = Net credit purchases consist of gross credit purchases minus purchase return

(g) Average trade payables = (Opening trade payables balance Closing trade payables balance) / 2

(h) Working capital = Current assets - Current liabilities.

(i) Earning before interest and taxes = Profit before exceptional items and tax Finance costs - Other Income

(j) Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability

Note:

1. Due to repayment & prepayment of loans taken for acquision of Hitech business in previous year.

2. Mainly due to prepayment of loans in current year which was taken for acquision of Hitech business as mentioned in Note 1.

3. Variance is due to reduction in profit compare to previous year(COVID revenue reduce) and increase in average equity.

4. Due to reduction in current assets in Cash and cash equivalents, utilization of cash and cash equivalents toward payments of loans & dividend.

5. Due to redemption of fixed deposits in current year.

61. No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:

(a) Crypto Currency or Virtual Currency

(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

(d) Relating to borrowed funds:

i. Wilful defaulter

ii. Utilization of borrowed funds & share premium

iii. Borrowings obtained on the basis of security of current assets

iv. Discrepancy in utilization of borrowings

v. Current maturity of long term borrowings

Mar 31, 2022

a. The Company has not revalued any of its property, plant and equipment.

b. Details of benami property held:

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benam Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

c. Title deeds of immovable properties not held in name of the company

Impairment

Carrying amount of goodwill which is allocated to the pathology division as at 31 March 2022 is '' 6,293.84 lakhs (31 March 2021 is ''6,293.84 lakhs). This goodwill is acquired on account of business acquisition and merger of subsidiaries.

The recoverable amount of a CGU is based on its value in use. The value in use is estimated using discounted cash flows over a period of 5 years. We believe 5 years to be most appropriate time scale over which to review and consider annual performance before applying a fix terminal value multiple to year end cash flow.

The Company has only one class of Equity shares having a par value of '' 2 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend, if proposed by the Board of Directors, will be subject to the approval of the shareholders in the ensuing Annual General Meeting except interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Nature and purpose of reserves Securities Premium

Capital redemption reserve

The Company recognises the capital redemption reserve from its retained earnings as per the provisions of Companies Act, 2013, as applicable.

General reserve

General Reserve is free reserve which is created by transferring funds from retained earnings to meet future obligations or purposes.

Capital reserve

It represents the excess of net assets taken, over the cost of consideration paid in business combination transaction.

Employee stock options reserve

The Company has established equity settled share based payment plan for certain categories of employees. (Refer note 47(c)) Retained Earnings

Re-measurement gain/ (loss) on defined benefit plans (net of taxes)

Foreign currency translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign subsidiaries.

(i) Term loan from a bank amounting to INR 15,000 lakhs is secured through first charge by way of pledge on 30% shares of Dr. Ganesanâs Hitech Diagnostic Centre Limited and 30% shares of Desai Metropolis Health Services Pvt. Ltd. (now merged with Metropolis Healthcare Limited). The Term loan is repayable in 36 equal monthly instalments with 21 October 2024 as maturity date with an interest rate as agreed with the bank.

(ii) Term loan from a bank amounting to INR 15,000 lakhs is secured through first charge on the current assets, movable fixed assets and specific immovable properties. The Term loan is repayable in 36 equal monthly instalments with 21 October 2024 as maturity date with an interest rate as agreed with the bank.

(iii) Quarterly returns or statements of current assets filed by the company with banks or financial institutions are in agreement with the books of accounts.

1 The Company was in a prolonged dispute in relation to trade receivables from a party towards lab management services rendered by the Company and the matter was under arbitration. The Company has amicably resolved the dispute with the party and agreed final settlement of '' 1,600 Lakhs towards all the claims. The Company has disclosed this under exceptional item in the year ended 31 March 2022.

2 The Company had filed Arbitration proceedings against Dr. Golwilkar Labs Private Limited (Golwilkar) claiming an amount of ''759 Lakhs (along with interest thereon) lying in Escrow account. Golwilkars subsequently filed their Counter claim for an amount of ''143.10 Lakhs on the Company towards alleged non-payment of salary/ consultancy fees to them (along with interest thereon). On 8 July 2021, the Honâble Tribunal passed an Arbitral Award allowed claims of both the Claimant and the Respondents along with 6% interest. Thereafter the Company and Golwilkar entered into settlement agreement to withdraw the amount lying in Escrow account. The Company has disclosed this under exceptional items in the year ended 31 March 2022.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income and the period over which deferred income tax assets will be recovered. Any changes in future taxable income would impact the recoverability of deferred tax assets.

38. DISCLOSURE ON IND-AS 116 LEASES1 The following is the summary of practical expedients elected on application:

i Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date

ii Applied the exemption not to recognise right-of-use assets and liabilities for leases :

a. with less than 12 months of lease term on the date of initial application

b. Rent outflow of less than '' 5 Lakhs in entire tenure of arrangement

iii Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.

1 The effect of depreciation and interest related to Right Of Use Asset and Lease Liability are reflected in the Statement of Profit & Loss Account under the heading "Depreciation and Amortisation Expense" and "Finance costs" respectively under Note No 33 and 34

2 The incremental borrowing rate applied to lease liabilities for 2021 -22 is 9.2% -10.10% based on tenure of arrangement

The Company does not face significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases / Variable rent was '' 10,181.04 Lakhs (31 March 2021 '' 6,288.08 Lakhs) for the year ended 31 March 2022.

The total cash outflow for leases for year ended 31 March , 2022 is '' 4,020.18 Lakhs (31 March 2021 '' 2,525.55 Lakhs)

39. EARNINGS PER SHARE

Basic EPS calculated by dividing the Profit for the year attributable to equity holders by the weighted average number of Equity shares outstanding during the year.

Ind AS 33 ''Earnings per shareâ, requires an adjustment in the calculation of basic and diluted earnings per share for all the periods presented if the number of equity or potential equity shares outstanding change as a result of share sub-division and bonus. The weighted average numbers of shares and consequently the basic and diluted earnings per share have accordingly been adjusted in the financial statements.

**The fair value in respect of the unquoted equity investments cannot be reliably estimated. The Company has currently measured them at their cost, i.e. '' 175.28 Lakhs (31 March 2021 ''175.28 Lakhs)

The Fair value of cash and cash equivalents, other bank balances, trade receivables, trade payables approximated their carrying value largely due to short term maturities of these instruments.

The call options are fair valued at each reporting date through statement of profit and loss.

B Fair value hierarchy

Ind AS 107, ''Financial Instrument - Disclosureâ requires classification of the valuation method of financial instruments measured at fair value in the revised Balance Sheet, using a three level fair-value-hierarchy (which reflects the significance of inputs used in the measurements). The hierarchy gives the highest priority to un-adjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to un-observable inputs (Level 3 measurements). The three levels of the fair-value-hierarchy under Ind AS 107 are described below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level. This is the case for unlisted equity securities included in level 3.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities. The Companyâs approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions.

Financial risk management

The Companyâ Board of Directors has overall responsibility for the establishment and oversight of the companyâ risk management framework.

The Company has exposure to the following risks arising from financial instruments

- Credit risk

- Liquidity risk

- Market risk (i) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs trade and other receivables and cash and cash equivalents. The maximum exposure to credit risk in case of all the financial instruments covered below is restricted to their respective carrying amount. a. Trade receivables

The Company does not have any significant concentration of credit risk. Further, company has one customer (31 March 2021 one customer) which accounts for 10% or more of the total trade receivables at each reporting date. The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix.

The Company held cash and cash equivalents and other bank balances of '' 10,996.37 Lakhs at 31 March 2022 (31 March 2021: ''38062.08 Lakhs). The cash and cash equivalents are held with bank with good credit ratings.

c. Investments

The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counterparties, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.

d. Loans and advances

Loans and advances mainly consist security deposit and advances to related parties.

The security deposit pertains to rent deposit given to lessors. The Company does not expect any losses from nonperformance by these counter-parties.

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Companyâs income or the value of its holdings of financial instruments. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk. The objective of market risk management is to avoid excessive exposure in foreign currency revenues and costs. a. Currency risk

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against foreign currencies at 31 March 2022 and 31 March 2021 would have affected the measurement of financial instruments denominated in foreign currencies and affected Statement of profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

Cash flow sensitivity analysis for variable-rate instruments

(iv) Capital management

The objective of the Companyâs capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios to support its business and maximise shareholder value.

42~\| CONTINGENT LIABILITIES NOT PROVIDED FOR		('' in Lakhs)
Particulars	31 March 2022 \|	31 March 2021
Income tax liability disputed in appeals		139.90
Service tax liability disputed as per Show Cause Notice
Employee related dues	6.69	61.91
Due to others	231.40	394.33
Claims against the Company not acknowledged as debt :
- Claims by suppliers/contractors /others		4.25
- Claims pending in Consumer Dispute Redressal Forum	111.76	183.06
Contingent consideration on acquisition of remaining stake of subsidiary		759.38
	349.85	1,542.83

43. COMMITMENTS ('' in Lakhs)
Particulars	31 March 2022 \|31 March 2021 1
Capital commitments:
Estimated amount of contracts remaining to be executed on capital account not provided for	860.69 996.39
Other commitments:
(i) The Company has entered into reagent agreement for a period ranging from 3 to 6 years with some of its major raw material suppliers to purchase agreed value of raw materials.
(ii) The value of purchase commitments for the remaining number of years are '' 24,900.23 Lakhs (31 March 2021 '' 35,617.90 Lakhs) of which annual commitment for next year is '' 6,592.92 Lakhs (31 March 2021 '' 7,297.45 Lakhs) as per the terms of these arrangements.

46*| SCHEME OF MERGER

TThe Board of Directors of the Company at its meeting held on 06 August July 2021 had approved the Composite Scheme of Arrangement (the ''Scheme'') for merger of its eight wholly owned subsidiaries of the Company with the Company. Application seeking approval of the Scheme was subsequently filed with Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench on 22 September 221. The standalone financial statements of the Company for the year ended 31 March 2022 were approved by the Board of Directors at its meeting held on 24 May 2022 without giving effect to the Scheme since the petition was pending before the NCLT.

On receipt of the certified copy of the order dated 03 June 2022 from NCLT, Mumbai Bench sanctioning the Scheme, with appointed date 1 April 2021, and upon filing the same with Registrar of Companies, Maharashtra on 11 July 2022 the Scheme has become effective.

Accordingly, the Company has given effect to the Scheme in the earlier approved standalone financial statements for the year ended 31 March 2022 from the Appointed date of 1 April 2021 by revising the standalone financial statements approved by the Board of Directors on 24 May 2022. These Revised standalone financial statements for the year ended 31 March 2022 have been prepared pursuant to the Scheme of merger of Transferor Company with the Company from the specified retrospective appointed date of 1 April 2021. Pursuant to the Scheme, all the assets, liabilities, reserves and surplus of the transferor company have been transferred to and vested in the Company with effect from the appointed date at their carrying values.

The revision to the standalone financial statements have been carried out solely for the impact of above referred merger and no additional adjustments have been carried out for any other events occurring after 24 May 2022 (being the date when the financial statements were first approved by the Board of Directors of the Company).

a) Accounting treatment

ii) The financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policies.

end and the same is eliminated by giving appropriate elimination effect in the books of account and records of the Transferee Company.

The identity of the reserves has been preserved and appear in the financial statements of the Transferee Company in the same form in which they appeared in the financial statements of the Transferor Company

a) Pursuant to the Order, the difference between the book value of the assets and liabilities transferred to the Company '' 2,895.32 lakhs has been debited to the other equity of the the Company.

b) As the appointed date of the Scheme is 1 April 2021, the previous yearâs numbers for the year ended 31 March 2021 have been restated to include the financial information of the Transferor Company.

c) The authorised share capital of the Transferee Company, automatically stands increased, by clubbing the authorised share capital of the Transferor Company which is 6,386 lakhs divided into 319,304,015 equity shares of '' 2 each.

(b) Defined contribution plan

The Company contributes towards statutory provident fund as per the Employees Provident Funds and Miscellaneous Provisions Act, 1952 and towards employee state insurance as per the Employeesâ State Insurance Act, 1948. The amount of contribution to provident fund and Employee State Insurance Scheme recognised as expenses during the year 31 March 2022: '' 1,162.68 Lakhs (31 March 2021: '' 898.35 Lakhs).

Description of share-based payment arrangements:

As at 31 March 2022 and 31 March 2021 Company had following share-based payment arrangements:

RSU 2020 -

This plan may be called the Metropolis-Restrictive Stock Unit Plan, 2020 (MHL-RSU Plan, 2020) as approved by the Board of Directors of the Company at its meeting held on 6 February 2020 as per the recommendation of Nomination and Remuneration Committee and approved by members of the Company through postal ballot process on 6 April 2020.

This plan shall be deemed to have come into force on 6 April 2020 (Being the date of passing of special resolutions for approving the MHL-RSU Plan 2020 by the Shareholder of the Company through postal ballot process) or on such date as may be decided by the Nomination and Remuneration Committee ("Committee") of the Company.

MESOS 2015 -

The Company has instituted "Metropolis Employee Stock Option Plan 2015 "(MESOP 2015) for eligible employees. In terms of the said plan, options to the employees shall vest at the rate of 30% of Grant on 36 months from Grant Date, 35% of Grant on 48 months from Grant Date and 35% of Grant on 60 months from Grant Date. The vested options can be exercised on earlier of Listing of Company Shares on an Indian Stock Exchange or 60 month from the date of the grant. Further option can only be exercised during the exercise window specified by the Company. Each Option carries with it the right to purchase one equity share of the Company at the exercise price determined by Nomination and Remuneration Committee.

On 19 September 2017, consent was given by the Nomination and Remuneration Committee, where in vesting schedule was modified to grant options under Metropolis Employee Stock Options Scheme, 2015 (MESOS 2015). As per modified terms, option to

- New employees (person who is in continuous employment with the Company after 01 January 2016.) shall vest at the rate of 50% of Grant on completion of 2 years from date of joining, 25% of Grant on completion of 3 years from date of joining and 25% of Grant on completion of 4 years from date of joining.

(d) Compensatory absences

Accumulation of casual leave is not permitted, and un-availed casual leave will lapse at the end of the year.

48. SEGMENT REPORTING a. Basis for segmentation

The Companyâs Chief Operating Decision Maker (CODM) reviews the internal management reports prepared based on an aggregation of financial information for all entities in the Group (adjusted for intercompany eliminations, adjustments etc.) on a periodic basis.

(b) Deferred payment consideration

During the earlier years, the Company has entered into a business purchase agreement to acquire Sanjeevani Pathology Laboratory located at Rajkot for an initial purchase consideration of '' 4,104.00 Lakhs, an amount of '' 2,300.00 Lakhs is to be paid by the Company to Dr. Kiritkumar Patel, owner of Sanjeevani Pathology Laboratory in 7 tranches starting from February 2017 to March 2021.

The deferred consideration of '' 2,300.00 Lakhs has been measured at fair value ('' 2,100.96 Lakhs) on initial recognition and the difference of ''199.04 Lakhs will be recognised as finance cost on EIR basis over the payment tenure; During year ended 31 March 2022 '' NIL Lakhs (31 March 2021 '' 7.76 Lakhs) charged to statement of profit and loss (refer note 33).

In case of investment in Dr. Patel Metropolis Healthcare Private Limited during year ended 31 March 2019, out of total consideration of '' 868.92 Lakhs, an amount of '' 100 Lakhs is to be paid by Company in 2 tranches ('' 80 Lakhs to be paid on 14 September 2021 and remaining '' 20 Lakhs to be paid on 14 September 2023).

The deferred consideration of '' 100 Lakhs has been measured at fair value ('' 80.40 Lakhs) on initial recognition and the difference of '' 19.60 Lakhs will be recognised as finance cost on EIR basis over the payment tenure; During year ended 31 March 2022''3.32 Lakhs (31 March 2021 '' 6.11 Lakhs) charged to statement of profit and loss (refer note 33).

During the year ended 31 March 2020, company made investment in Bokil Golwilkar Metropolis Healthcare Private Limited for a consideration of '' 192 Lakhs, of which an amount of '' 60 Lakhs is to be paid by Company in 2 tranches ('' 40 Lakhs to be paid on 25 August 2019 and remaining '' 20 Lakhs to be paid on 25 February 2022)

The deferred consideration of '' 60 Lakhs has been measured at fair value ('' 55.22 Lakhs) on initial recognition and the difference of '' 4.78 Lakhs will be recognise as finance cost on EIR basis over the payment tenure; During year ended 31 March 2022''1.31 Lakhs (31 March 2021 '' 1.21 Lakhs) charged to statement of profit and loss (refer note 33).

During the 2019-20, Desai Metropolis health Services Private Limited a subsidiary of the Company has entered into a business purchase agreement to acquire Four Laboratories (Yash Lab, Nagar lab, Doctor Lab and Iyyer Lab) located at Surat for an initial purchase consideration of '' 1,800.00 Lakhs. The amount of '' 1,800.00 Lakhs is to be paid by the Desai Metropolis health Services Private Limited to the owners of these laboratories in 3 tranches starting from September 2019 to September 2021.

51. INVESTMENT AND RECEIVABLE FROM STAR METROPOLIS HEALTH SERVICES MIDDLE EAST LLC

As at 31 March 2022, the Company has an investment of '' 129.85 Lakhs (31 March 2021 '' 129.85 Lakhs) and receivable of '' 445.05 Lakhs (31 March 2021''445.05 Lakhs) from Star Metropolis Health Services Middle East LLC (''Star Metropolisâ). Since the information has not been forthcoming for many years, management has decided to discontinue to recognise the said entity as an associate from the current year and has filed an application to Reserve Bank of India (RBI) through Authorised Dealer Bank seeking permission to write off the above investment and receivable.

52. TRANSFER PRICING

The Companyâs management is of the opinion that its international and domestic transactions are at armâs length as per the independent accountants report for the year ended 31 March 2022. Management continues to believe that its international transactions post 31 March 2022 and the specified domestic transactions are at armâs length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision of taxation.

53. SHAREHOLDING IN THE SUBSIDIARY COMPANY :

Metropolis Healthcare Lanka Private Limited (Metropolis Lanka) has bought back 250,000 ordinary shares held by Nawaloka Hospitals PLC ("Nawaloka") in Metropolis Lanka pursuant to memorandum of understanding (MOU) dated 31 March 2017. As per the MOU, the buy-back consideration payable by Metropolis Lanka was adjusted against certain receivables payable by Nawaloka to Metropolis Lanka. As at 31 March 2020, Metropolis Lanka has not filed relevant forms with Registrar of the Company in respect of share transfer. Currently, the shareholding records in the books of Metropolis Lanka assumes that the buy-back has been effectuated as per the MOU and Metropolis Healthcare Limited is reflected as 100% owner of Metropolis Lanka.

54. DISCLOSURE OF TRANSACTIONS WITH STRUCK OFF COMPANIES

The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

55*| No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:

(a) Crypto Currency or Virtual Currency

(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

(d) Relating to borrowed funds:

i. Wilful defaulter

ii. Utilisation of borrowed funds & share premium

iii. Borrowings obtained on the basis of security of current assets

iv. Discrepancy in utilisation of borrowings

v. Current maturity of long term borrowings

56*1 Previous period figures have been re-grouped / re-classified to conform to below requirements of the amended Schedule III to the Companies Act, 2013 effective 1 April 2021:

(a) Security deposits regrouped under ''Other financial assetsâ (Note 7 & 16) which were earlier part of ''Loansâ (Note 6 & 15)

57*| No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

58*| BUSINESS COMBINATION

Acquisition of Dr.Ganesan''s Hitech Diagnostic Centre Private Limited

On 22 October 2021, the Company has acquired 100% stake in Dr.Ganesanâs Hitech Diagnostic Centre Private Limited ("Hitech") and its wholly owned subsidiary Centralab Healthcare Services Private Limited ("Centralab") for a cash consideration of '' 63,142 Lakhs as per the terms and conditions of the Share Purchase Agreement including amendments thereof entered between the Company and Hitech. Post completion of the aforesaid acquisition, "Hitech" and "Centralab" has become wholly owned subsidiary and step down subsidiary respectively of the Company.

- Net Working Capital (trade receivables, inventory, security deposits, prepaid rent and other current assets) and current liabilities (trade payables, and other current liabilities) are realisable/ payable in short to medium term. Hence these have been considered at their respective book values in our analysis (i.e. book values considered as a proxy to their Fair Value).

- Other Adjustments include surplus assets, lease liabilities, debt-like items, deferred tax assets as per acquisition date consolidated balance sheet of Dr.Ganesanâs Hitech Diagnostic Centre Private Limited ("Hitech").

Definitions:

(a) Earning for available for debt service = Net Profit after taxes Non-cash operating expenses like depreciation and other amortisations Interest other adjustments like loss on sale of Fixed assets etc.

(b) Debt service = Interest & Lease Payments Principal Repayments

(d) Net credit sales = Net credit sales consist of gross credit sales minus sales return

(e) Average trade receivables = (Opening trade receivables balance Closing trade receivables balance) / 2

(f) Net credit purchases = Net credit purchases consist of gross credit purchases minus purchase return

(g) Average trade payables = (Opening trade payables balance Closing trade payables balance) / 2

(h) Working capital = Current assets - Current liabilities.

(i) Earning before interest and taxes = Profit before exceptional items and tax Finance costs - Other Income

(j) Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability

Note:

1. Due to reduction in current assets in Cash and cash equivalents, utilisation of cash and cash equivalents toward payments of acquisition of Hitech business.

2. Due to reduction in non cash expenses and repayment of loans taken for acquision of Hitech business.

3. Variance is due to reduction in profit and increase in average equity.

4. Due to reduction in working capital in Cash and cash equivalents.

5. Due to increase in capital employed (due to borrowings for purchase of Hitech business) and reduction in EBIT.

" SUBSEQUENT EVENTS:

The Board of Directors of the Dr. Ganesan''s Hitech Diagnostic Centre Private Limited (''Hitech''), (a wholly-owned subsidiary of the Company), at the Extraordinary General Meeting held on 1 April 2022, approved the voluntary liquidation of the Hitech under Section 59 and other applicable provisions of the Insolvency and Bankruptcy Code, 2016 read with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017. The liquidation process is started and yet to conclude, pursuant to liquidation, the entire business of Hitech will be distributed to the Company on a going concern basis.

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